TCRLA_Public/070320.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Tuesday, March 20, 2007, Vol. 8, Issue 56

                          Headlines

A R G E N T I N A

CASA CANDIDO: Trustee Will Verify Proofs of Claim Until April 5
CENTRO DE DIAGNOSTICO: Claims Verification Is Until May 8
EPSILON ESTUDIO: Trustee Verifies Proofs of Claim Until April 30
JORSYL SA: Seeks Court Approval for Reorganization
KANGKOO SRL: Trustee Verifies Proofs of Claim Until March 26

PANIZZA SA: Trustee Verifies Proofs of Claim Until April 5
PROYECTO INTIMO: Proofs of Claim Filing Is Until May 11
PUNTO TRADING: Trustee Verifies Proofs of Claim Until March 30
TENNECO INC: Fitch Puts BB+ Rating on Sr. Secured Bank Facility

B E R M U D A

SEA CONTAINERS: Earns US$12,188,715 in January 2007

B O L I V I A

* BOLIVIA: Proposes Review of Joint Venture Contracts
* BOLIVIA: Will Need US$38MM to Expand Potable Water Services
* IDB Forgives US$4.4 Billion Debt Owed by Five Poor Countries

B R A Z I L

AMRO REAL: Concludes Incorporation of Sudameris
BANCO DO BRASIL: May Invest BRL30 Million in Cobra Tecnologia
BANCO NACIONAL: Full Year Disbursements Reached BRL55 Billion
BANCO NACIONAL: Board Approves BRL70.2MM Loan to Onix Geracao
BANCO NACIONAL: Invests BRL17 Billion in Infrastructure

CAIXA ECONOMICA: Launches Sanitation Investment Fund with Banif
COMPANHIA ENERGETICA: Will Bid for Madeira Hydroelectric Project
COMPANHIA SIDERURGICA: Pegged As Likely Bidder for Sparrows Mill
EMBRATEL PARTICIPACOES: Tentative General Meeting Is on April 25
HAYES LEMMERZ: Board Approves US$180 Mil. Equity Rights Offering

GULMARK OFFSHORE: Earns US$30.6 Mil. in Quarter Ended Dec. 31
HAYES LEMMERZ: Reports Preliminary Results in Fiscal Year 2006
HAYES LEMMERZ: S&P Puts B- Corp. Credit Rating on CreditWatch
MACDERMID INC: Moody's Affirms B2 Corporate Family Rating
PETROLEO BRASILEIRO: To Contest US$32-Million Tax Payment

PETROLEO BRASILEIRO: Inks Pact with Japanese State-Owned Company

C A Y M A N   I S L A N D S

MAGNETAR CAPITAL: Will Hold Last Shareholders Meeting on May 3
MAGNETAR STERGE: Sets Last Shareholders Meeting for May 31
MEA SPC 2: Wil Hold Final Shareholders Meeting on May 31
MEA SPC 3: Final Shareholders Meeting Is on May 31
MEA SPC 4: Will Hold Last Shareholders Meeting on May 31

MEA SPC 5: Final Shareholders Meeting Is on May 31
MEA SPC 6: Will Hold Final Shareholders Meeting on May 31
RACE POINT: Sets Final Shareholders Meeting for May 3

C H I L E

COEUR D'ALENE: Obtains Unfavorable Ruling on Kensington Mine

* CHILE: To Establish Fund with IDB for Central America

C O L O M B I A

ECOPETROL: Takes Over Petrocol's Andalucia Field Operations

C O S T A   R I C A

US AIRWAYS: Employees Share in US$58.7-Million Profit in 2006
US AIRWAYS: Fitch Upgrades Senior Unsecured Rating to CCC/RR6

C U B A

* CUBA: Trade with China Hits US$1.8 Billion in 2006

E C U A D O R

PETROECUADOR: Will Evaluate Oil Reserves in Orinoco Strip

E L   S A L V A D O R

MILLICOM INT'L: Board Approves Incentives Program for Managers
SPECTRUM BRANDS: Launches Exchange Offer for 8-1/2% Senior Notes
SPECTRUM BRANDS: Fitch Affirms CCC Rating on Senior Bank Loan

H A I T I

* HAITI: Will Get Almost US$100 Mil. Economic Aid from Venezuela

J A M A I C A

JOCKEY INT'L: Gov't May Intervene to Prevent Plant Closure
NATIONAL WATER: Ignores Calls for Water, White Horses Locals Say
NATIONAL WATER: Losses US$1.21 Billion in 2006
SUGAR COMPANY: Gov't Agencies to Decide on Late Bids

* JAMAICA: May Intervene in Jockey International's Plant Closure
* JAMAICA: Port Authority Hires Merrill to Help Restructure Debt

M E X I C O

ADVANCED MARKETING: Panel Retains Traxi as Financial Advisors
ADVANCED MARKETING: Withdraws Move to Pay PGW Publisher Claims
BALLY TOTAL: Moody's Dowgrades Corporate Family Rating to Caa3
BALLY TOTAL: Share Price Drops 62% on Likely Bankruptcy Reports
DELTA AIR: Elects Airline Relief to Preserve Pension Plan

DELTA AIR: Wants to Enter Into Pratt & Whitney Agreement
DELTA AIR: Committee Inks Second Amendment to SSI Engagement
DYNAMIC LEISURE: Appoionts Ed Jackson to Head Int'l Expansion
GRUMA SAB: Moody's Affirms Ba1 Corporate Family Rating
TOWER AUTOMOTIVE: Sells Greenville Facility for US$1.375 Million

* MEXICO: Dumps Suit Against Francisco Diaz's Working in HSBC

N I C A R A G U A

* NICARAGUA: Venezuela Adds 15MW of Power to Ease Energy Crisis

P A N A M A

CHIQUITA BRANDS: Colombia May Ask U.S. to Extradite Officials

* PANAMA: Barbadian Ambassador Asks Firms to Make Bids for Canal

P E R U

PHELPS DODGE: DBRS Cuts Freeport's Senior Notes Rating to B

P U E R T O   R I C O

COVENTRY HEALTH: Lays Down Agendas for Coming Investor Meetings
DEVELOPERS DIVERSIFIED: Declares Preferred Share Dividends
SANTANDER BANCORP: Earns US$10.1 Million in 2006 Fourth Quarter
UNITED AUTO: Redeems US$300 Million of 9.625% Senior Sub. Notes

U R U G U A Y

BANCO ITAU: Will launch Operations in Uruguay on March 26

V E N E Z U E L A

DEL MONTE: Board Okays US$0.04 Per Share Dividend Payment
PETROLEOS DE VENEZUELA: In Talks with Ecuador to Develop Fields
PETROLEOS DE VENEZUELA: Maracaibo Oil Export Channel Cleared
PETROLEOS DE VENEZUELA: Unit Repair Will Start in Two Weeks

* VENEZUELA: ConocoPhillips & Chevron to Cede Operations to Gov.
* VENEZUELA: Offers Almost US$100 Million Economic Aid to Haiti


                          - - - - -


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


CASA CANDIDO: Trustee Will Verify Proofs of Claim Until April 5
---------------------------------------------------------------
Carlos Alberto Yacovino, the court-appointed trustee for Casa
Candido Menica S.A.C. e I.'s reorganization proceeding, will
verify creditors' proofs of claim until April 5, 2007.

The Civil and Commercial Tribunal de Mercedes approved a
petition for reorganization filed by Casa Candido, according to
a report from Argentine daily Infobae.

Mr. Yacovino will present the validated claims in court as
individual reports on May 18, 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 Casa Candido 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 Casa Candido's
accounting and banking records will be submitted in court.
Infobae did not specify when the report is due.

The informative assembly will be held on Dec. 21, 2007.
Creditors will vote to ratify the completed settlement plan
during the said assembly.

The debtor can be reached at:

          Casa Candido Menica S.A.C. e I.
          Arias 34 Alberti
          Buenos Aires, Argentina

The trustee can be reached at:

          Carlos Alberto Yacovino
          Calle 28 Nro. 518 Mercedes
          Buenos Aires, Argentina


CENTRO DE DIAGNOSTICO: Claims Verification Is Until May 8
---------------------------------------------------------
Jorge Alfredo Ceballos, the court-appointed trustee for Centro
de Diagnostico Dr. Luis Moreau S.A.'s bankruptcy proceeding,
verifies creditors' proofs of claim until May 8, 2007.

Mr. Ceballos will present the validated claims in court as
individual reports on June 21, 2007.  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 that will be raised by Centro de
Diagnostico 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 Centro de
Diagnostico's accounting and banking records will be submitted
in court on Aug. 24, 2007.

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

The trustee can be reached at:

         Jorge Alfredo Ceballos
         Aguaribay 6736
         Buenos Aires, Argentina


EPSILON ESTUDIO: Trustee Verifies Proofs of Claim Until April 30
----------------------------------------------------------------
Ignacio Victor Kaczer, the court-appointed trustee for Epsilon
Estudio Privado de Seguridad S.R.L.'s bankruptcy proceeding,
verifies creditors' proofs of claim until April 30, 2007.

Mr. Kaczer will present the validated claims in court as
individual reports on June 11, 2007.  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 that will be raised by Epsilon Estudio
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 Epsilon Estudio's
accounting and banking records will be submitted in court on
Aug. 6, 2007.

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

The trustee can be reached at:

         Ignacio Victor Kaczer
         Avda Callao 441
         Buenos Aires, Argentina


JORSYL SA: Seeks Court Approval for Reorganization
--------------------------------------------------
Jorsyl SA has filed a petition for reorganization in Buenos
Aires' Civil and Commercial Tribunal, after failing to pay its
liabilities.

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

The debtor can be reached at:

          Jorsyl S.A.
          Granaderos 792
          Buenos Aires, Argentina


KANGKOO SRL: Trustee Verifies Proofs of Claim Until March 26
------------------------------------------------------------
Agustin Cueli Gomez, the court-appointed trustee for Kangkoo
S.R.L.'s bankruptcy proceeding, verifies creditors' proofs of
claim until March 26, 2007.

Mr. Gomez will present the validated claims in court as
individual reports on May 11, 2007.  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 that will be raised by Kangkoo 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 Kangkoo's accounting
and banking records will be submitted in court on June 26, 2007.

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

The debtor can be reached at:

         Kangkoo S.R.L.
         Avda Belgrano 687
         Buenos Aires, Argentina

The trustee can be reached at:

         Agustin Cueli Gomez
         Avda Corrientes 915
         Buenos Aires, Argentina


PANIZZA SA: Trustee Verifies Proofs of Claim Until April 5
----------------------------------------------------------
Marcos Urwicz, the court-appointed trustee for Panizza S.A.'s
bankruptcy proceeding, verifies creditors' proofs of claim until
April 5, 2007.

Mr. Urwicz will present the validated claims in court as
individual reports on May 17, 2007.  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 that will be raised by Panizza 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 Panizza's accounting
and banking records will be submitted in court on June 29, 2007.

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

The trustee can be reached at:

         Marcos Urwicz
         Avda Corrientes 1250
         Buenos Aires, Argentina


PROYECTO INTIMO: Proofs of Claim Filing Is Until May 11
-------------------------------------------------------
Pablo Amante, the court-appointed trustee for Proyecto Intimo
S.A.'s bankruptcy proceeding, verifies creditors' proofs of
claim until May 11, 2007.

Mr. Amante will present the validated claims in court as
individual reports on June 26, 2007.  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 that will be raised by Proyecto Intimo
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 Proyecto Intimo's
accounting and banking records will be submitted in court on
Aug. 8, 2007.

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

The debtor can be reached at:

         Proyecto Intimo S.A.
         Tacuari 119
         Buenos Aires, Argentina

The trustee can be reached at:

         Pablo Amante
         Lavalle 1537
         Buenos Aires, Argentina


PUNTO TRADING: Trustee Verifies Proofs of Claim Until March 30
--------------------------------------------------------------
Gustavo Ariel Fiszman, the court-appointed trustee for Punto
Trading S.A.'s bankruptcy proceeding, verifies creditors' proofs
of claim until March 30, 2007.

Mr. Fiszman will present the validated claims in court as
individual reports on May 17, 2007.  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 that will be raised by Punto Trading
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 Punto Trading's
accounting and banking records will be submitted in court on
July 2, 2007.

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

The debtor can be reached at:

         Punto Trading S.A.
         Onofre Betbeder 1252
         Buenos Aires, Argentina

The trustee can be reached at:

         Gustavo Ariel Fiszman
         Avda Santa Fe 5086
         Buenos Aires, Argentina


TENNECO INC: Fitch Puts BB+ Rating on Sr. Secured Bank Facility
---------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to Tenneco Inc.'s
new senior secured bank facility.  The new facility replaces
Tenneco's existing bank facility.  As such, there is no impact
to Fitch's current ratings of the existing debt or Rating
Outlook, which are:

     -- Issuer Default Rating (IDR) 'BB-';
     -- Senior secured bank facility 'BB+';
     -- Senior secured second lien notes 'BB'; and
     -- Senior subordinated notes 'B'.

The Rating Outlook is Positive.  Including the existing undrawn
revolver, Fitch's ratings affect approximately US$1.8 billion in
total debt.

Tenneco's new US$830 million senior credit facility replaces its
existing US$831 million facility and enhances the company's
financial flexibility by extending the revolver and the term
loan maturities as well as loosening and removing certain
covenants.  The new bank facility includes a five-year revolving
line of credit of approximately US$550 million; a five-year term
loan A facility of approximately US$150 million; and a seven-
year synthetic letter of credit facility of approximately US$130
million.  The synthetic facility can also be used as a revolver
for working capital and other cash requirements.  Tenneco will
use the new facility to retire approximately US$356 million in
term loans due December 2010, and to replace its existing US$320
million revolver expiring December 2008, as well as its US$155
million synthetic letter of credit or LOC facility expiring
December 2010.  Applicable margins on the new facility generally
range between 50-125 basis points lower than the existing
facility.

The new bank facility is the obligation of Tenneco and
guaranteed by certain domestic subsidiaries.  Collateral
includes substantially all of the domestic assets and 65% of the
stock of the first-tier foreign subsidiaries.  Terms include
maximum consolidated net leverage and minimum interest coverage
ratios but no minimum fixed charge coverage ratio and no capital
expenditure covenant as in the last facility.

The new facility also contains baskets allowing the company to
incur certain additional indebtedness and liens subject to
certain restrictions.  Permitted additional indebtedness
includes an amendment to allow the borrower to give unsecured
guarantees for the obligations of its subsidiaries.  Baskets of
permitted indebtedness include; US$150 million for general
indebtedness, general guarantees up to US$100 million, US$125
million related to indebtedness for capital leases and foreign
subsidiaries indebtedness up to US$150 million but can be US$200
million if the proceeds are used to repay the second lien notes.
Permitted liens include the following baskets; up to US$125
million on capital leases, a general basket of up to US$100
million, certain receivables financing up to US$250 million, and
certain liens of foreign subsidiaries up to US$150 million but
can be US$200 million if the proceeds are used to repay the
second lien notes.  Other covenants include change-in-control,
restricted payments, investment limitations, sale of assets
restrictions and a sale/leaseback covenant.

Fitch's ratings are based on Tenneco's track record of strong
operating discipline and working capital management, consistent
cash flow generation and subsequent capital structure
improvement, as well as continued expansion and customer
diversification across its business segments.  Fitch expects
Tenneco to be free cash flow positive in 2007.  Throughout 2006,
Tenneco faced the same headwinds as other suppliers, including
higher steel prices, lower and unsteady customer production
volumes, exposure to the slowdown in SUV demand, and tightening
trade credit.  However, Tenneco was able to offset these
challenges with increased revenue from new business launched,
gains in manufacturing efficiency, close attention to working
capital requirements, and a geographically diverse customer base
compared with other North American suppliers.

Going forward, Tenneco is expected to benefit from its
technology position and entry into new growth markets.  Given
Tenneco's track record, Fitch expects that Tenneco's backlog was
booked within solid cost/pricing parameters, translating into
improved earnings growth.  Tenneco is expected to benefit from
tighter air-quality standards and from the demand for safety-
related products.  Tenneco has several light-vehicle and
commercial-diesel exhaust programs booked for 2007 in both the
US and Europe.  Tenneco has also introduced an electronically
adjustable ride control product, which improves vehicle
stability -- an added safety feature for consumers.  Concerns
include total debt levels, margin pressures from price
competition and raw materials, customers' production volumes,
potential labor stoppage due to customers' critical union
negotiations and a financially stressed base of automotive
suppliers other than Tenneco.

Including the cash and marketable securities balance of US$202
million, total liquidity at the end of fourth quarter 2006, was
approximately US$658 million.  At year-end, Tenneco had US$320
million of availability under its revolver and approximately
US$121 million after US$34 million in outstanding line of
credits under its synthetic facility.  The company also has a US
securitization facility of approximately US$100 million, of
which US$15 million was available at year-end.  In addition, the
company had US$48 million outstanding under its uncommitted
European receivable facilities, the availability of which Fitch
does not include in liquidity since the facilities are
cancelable at any time.  As of Dec. 31, 2006, total adjusted
debt-to-EBITDA was reduced to 3.3x from 3.5x in 2005.

Headquartered in Lake Forest, Ill., Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and
emissions control products and systems for both the worldwide
original equipment market and aftermarket.  Leading brands
include Monroe(R), Rancho(R), and Fric Rot ride control
products and Walker(R) and Gillet emission control products.

The company has global operations in Argentina, Japan, and
Germany, among others, with its European operations
headquartered in Brussels, Belgium.




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


SEA CONTAINERS: Earns US$12,188,715 in January 2007
---------------------------------------------------

                     Sea Containers, Ltd.
                    Unaudited Balance Sheet
                    As of January 31, 2007

                            Assets

Current Assets
   Cash and cash equivalents                      US$54,289,351
   Trade receivables, less allowances
     for doubtful accounts                                    -
   Due from related parties                           7,758,745
   Prepaid expenses and other current assets          6,478,060
                                                   ------------
      Total current assets                        US$68,526,156

Fixed assets, net                                             -

Lont-term equipment sales receivable, net                     -
Investments in group companies                                -
Intercompany receivables                                      -
Investment in equity ownership interests            209,015,333
Other assets                                          3,226,962
                                                   ------------
Total assets                                     US$280,768,451
                                                   ============

             Liabilities and Shareholders' Equity

Current Liabilities
   Accounts payable                                US$2,031,753
   Accrued expenses                                  33,996,232
   Current portion of long-term debt                 26,411,239
   Current portion of senior notes                  385,125,608
                                                   ------------
      Total current liabilities                     447,564,832

Total shareholders' equity                         (166,796,381)
                                                   ------------
Total liabilities and shareholders' equity       US$280,768,451
                                                   ============

                     Sea Containers, Ltd.
               Unaudited Statement of Operations
             For the Month Ended January 31, 2007

Revenue                                            US$1,450,454

Costs and expenses:
   Operating costs                                      100,063
   Selling, general and
     administrative expenses                           (892,796)
   Reorganization costs                                       -
   Charges to provide against
     intercompany accounts                           14,914,955
   Depreciation and amortization                              -
                                                   ------------
      Total costs and expenses                       14,122,222
                                                   ------------

Gain or (Loss) on sale of assets                        272,531
                                                   ------------
Operating income (loss)                              15,845,207

Other income (expense)
   Interest income                                        5,393
   Foreign exchange gains or (losses)                   (53,776)
   Interest expense, net                             (3,508,109)
                                                   ------------
Income (Loss) before taxes                           12,288,715
Income tax expense                                     (100,000)
                                                   ------------
Net (Loss)                                        US$12,188,715
                                                   ============

Sea Containers, Ltd., also reported US$1,781,721 in cash
receipts and US$1,889,159 in disbursements for January 2007.

                    Sea Containers Services
                    Unaudited Balance Sheet
                    As of January 31, 2007

                            Assets

Current Assets
   Cash and cash equivalents                         US$206,104
   Trade receivables                                    185,845
   Due from related parties                           5,070,228
   Prepaid expenses and other current assets          4,821,696
                                                   ------------
      Total current assets                           10,283,873

Fixed assets, net                                     3,077,947

Investments                                           2,637,008
Intercompany receivables                             43,483,537
Other assets                                          3,654,824
                                                   ------------
Total assets                                      US$63,137,188
                                                   ============

             Liabilities and Shareholders' Equity

Current Liabilities
   Accounts payable                                US$2,197,677
   Accrued expenses                                   4,159,988
   Current portion of long-term debt                  1,679,853
                                                   ------------
      Total current liabilities                       8,037,519

Total shareholders' equity                           55,099,669
                                                   ------------
Total liabilities and shareholders' equity        US$63,137,188
                                                   ============

                    Sea Containers Services
               Unaudited Statement of Operations
             For the Month Ended January 31, 2007

Revenue                                              US$818,278

Costs and expenses:
   Operating costs                                            -
   Selling, general and
     administrative expenses                           (554,441)
   Professional Fees                                    (68,555)
   Other charges                                              -
   Depreciation and amortization                       (119,809)
                                                   ------------
      Total costs and expenses                         (742,805)
                                                   ------------

Gains on sale of assets                                       -
                                                   ------------
Operating income (loss)                                  75,474

Other income (expense)
   Interest income                                            -
   Foreign exchange gains (losses)                        5,819
   Interest expense, net                                (13,136)
                                                   ------------
Income (Loss) before taxes                               68,157
Income tax credit                                             -
                                                   ------------
Net Income                                            US$68,157
                                                   ============

Sea Containers Services recorded US$1,621,872 in cash receipts
and US$1,473,529 in disbursements for January 2007.

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?1b06

Sea Containers Carribean, Inc., reported zero assets and
accounts payable of US$3,530,094, as its sole liability, in its
January 2007 balance sheet.

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.




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


* BOLIVIA: Proposes Review of Joint Venture Contracts
-----------------------------------------------------
Bolivian state-owned mining firm Comibol has proposed a review
of the joint venture contracts between mining cooperatives and
private firms, Business News Americas reports.

An official from the Bolivian mining ministry told BNamericas
that Comibol wants to improve the quality of the contracts and
simultaneously improve income for mining cooperatives and the
state.  The initiative will be discussed by the government and
mining cooperatives during talks aimed at defining new sector
policies.

The initiative is based on the fact that social and economic
conditions in the sector are no longer the same.  Also, minerals
are trading at good prices on the international market,
BNamericas relates, citing the official.

Several mines in Bolivia are operating or being developed under
joint venture contracts with cooperatives, BNamericas states.

                        *     *     *

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


* BOLIVIA: Will Need US$38MM to Expand Potable Water Services
-------------------------------------------------------------
Bolivian state-run water utility Epsas, which serves La Paz and
El Alto, will need US$38 million to provide networks and
connections to expand potable water and sewer services, Business
News Americas relates.

Bolivian paper La Prensa relates that El Alto lacks about
262,000 potable water and sewer connections.  Some 108,000
inhabitants lack potable water connections, while 154,000 lack
sewer services.

According to government news service Agencia Boliviana de
Informacion, the government presented a plan to expand potable
water and sewer services in El Alto.  The plan has BOB62 million
in financing.  The European Union will contribute BOB2.1 million
for pre-investment studies into the installation of potable
water and sewerage systems, and Swiss development and
cooperation agency Cosude BOB23.9 million, while Venezuela will
contribute BOB35.2 million.

La Prensa notes that Epsas has come up with a plan to invest the
necessary amount and install the services over the next four
years.

Agencia Boliviana emphasizes that authorities formed a financing
scheme to facilitate the payment of connection charges to the
city's poor, allowing residents to pay connection charges over a
36-month period.  Potable water charges are US$155 per home,
while sewer connection charges are US$180.  Residences that have
illegal connections won't face sanctions if the connection is
declared with Epsas.

Connections are still in dollars but service charges are now in
the local currency, La Prensa states.

                        *     *     *

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


* IDB Forgives US$4.4 Billion Debt Owed by Five Poor Countries
--------------------------------------------------------------
The Board of Governors of the Inter-American Development Bank
has approved 100% debt relief for Bolivia, Guyana, Haiti,
Honduras and Nicaragua on loan balances outstanding as of
Dec. 31, 2004, from its Fund for Special Operations.

Under an agreement endorsed by governors of its 47 member
countries, the IDB will forgive approximately US$3.4 billion in
principal payments and US$1.0 billion of future interest
payments.

"This decision represents a historic opportunity for a fresh
start for Bolivia, Guyana, Haiti, Honduras and Nicaragua," said
IDB President Luis Alberto Moreno.  "The agreement backed by our
membership will help these countries free up resources to invest
in quality education, health and other social services their
citizens need to overcome poverty."

The IDB is the principal creditor to the five beneficiary
countries.  By canceling these debts it underscores its
commitment to assisting the poorest countries in Latin America
and the Caribbean in their efforts to reach the United Nations
Millennium Development Goals, which focus on halving poverty by
2015.  The IDB's decision also complements the Multilateral Debt
Reduction Initiative launched last year by the G-8.

Honduras will receive approximately US$1.4 billion in IDB debt
relief (including cancelled loan balances and interest
payments); Bolivia, US$1.0 billion; Nicaragua, US$984 million;
and Guyana, US$467 million.  The benefits will be effective
retroactively to Jan. 1, 2007, because these nations have
already reached the "completion point" under the enhanced
Initiative for Heavily Indebted Poor Countries, an earlier debt
relief program.

Haiti, which is making progress towards completing the HIPC
process, will receive interim relief of US$20 million over the
next two years.  By 2009 it could obtain full debt relief, which
in the IDB's case will total US$525 million.  Additionally,
under the agreement approved by the Board of Governors, Haiti
may receive up to US$50 million in IDB grants a year through
2009, and a mix of concesional loans and grants thereafter.

The agreement also ensures the FSO's financial viability through
2015.  IDB member countries confirmed their commitment to the
fund's sustainability, agreeing to assess, no later than 2013,
the need for an eventual replenishment.  Furthermore, the
agreement guarantees Ecuador, El Salvador, Guatemala, Paraguay
and Suriname access to a US$250 million-a-year concesional
lending program.

With the Board of Governors' firm support, the IDB's Board of
Executive Directors and Management established new operational
guidelines for the FSO under the Debt Sustainability Framework,
featuring a performance-based allocation system to ensure the
sustainability of the debt relief.




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


AMRO REAL: Concludes Incorporation of Sudameris
-----------------------------------------------
ABN Amro Real, Dutch bank ABN Amro's unit in Brazil, has
completed the incorporation of Sudameris, the latter said in a
filing with Bovespa, the Sao Paulo stock exchange.

Business News Americas relates that Sudameris minority
shareholders opposed in 2006 an exchange of locally traded
Sudameris shares for ABN Amro shares, which were traded on the
Amsterdam Stock Exchange.  However, they later agreed to receive
70% of all settlements from existing legal actions in exchange
for stopping attempts to block the legal conclusion of the sale.

According to BNamericas, ABN Amro acquired 94.57% of Sudameris
from Italian banking group Intesa in April 2003.  Intesa then
received an 11.58% stake in Amro Real.  ABN Amro later exercised
a call option and started buying back Intesa holdings in Amro
Real in June 2005.  ABN Amro paid EUR233 million in cash in
September 2006 for Intesa's remaining 3.86% stake in Amro Real.

Amro Real represented 95% of the ABN Amro's operating income in
Latin America last year.  Its net profits increased 43% to
BRL2.05 billion in 2006, BNamericas states.

ABN Amro Real specializes in commercial banking, capital
markets, corporate banking, asset management, and trade finance.
Its more than 22,000 employees assist over five million clients
throughout five thousand different points of sales.  In 1999,
the bank merged with Brazil's Banco Real.  The regional office
for Latin America and the Caribbean is located in Brazil.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Sept 4, 2006, Moody's Investors Service upgraded Banco ABN AMRO
Real S.A.'s long-term foreign currency deposits to Ba3, from B1.
Moody's said the rating outlook is stable.


BANCO DO BRASIL: May Invest BRL30 Million in Cobra Tecnologia
-------------------------------------------------------------
Brazil's state-owned systems integrator Cobra Tecnologia expects
to get an investment of at least BRL30 million from Banco do
Brasil, its largest shareholder, to help pay off debts, daily
Valor Economico reports.

Jorge Wison, Cobra Tecnologia's interim president, told Business
News Americas that the firm accumulated debts of BRL27.6 million
in 2006.  It expects the investment will be finalized in two or
three months.

Mr. Wilson commented to BNamericas, "It is a slow process that
needs to be passed by the bank's board.  But the capital is
certainly going to be released."

Cobra Tecnologia reported a BRL2.5 million net profit in 2006,
compared to a BRL57.3 million loss in 2005.  Its net revenues
decreased to BRL346 million in 2006, from BRL539 million in
2005.  Capital expenditure declined 39% to BRL56.2 million,
BNamericas states.

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 20, 2007, Fitch Ratings upgraded Banco do Brasil S.A.'s
Support rating to '3' from '4', and affirmed its other ratings:

   -- Foreign currency Issuer Default Rating (IDR) at 'BB+';
   -- Short-term foreign currency at 'B';
   -- Local currency IDR at 'BB+';
   -- Short-term local currency at 'B';
   -- Individual rating at 'C/D';
   -- National Long-term rating at 'AA(bra)'; and
   -- Short-term rating at 'F1+(bra)'.


BANCO NACIONAL: Full Year Disbursements Reached BRL55 Billion
-------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social's President
Demian Fiocca, has disclosed its performance in last 12 months
ended in February.  In this period, BNDES's disbursements
reached a BRL55 billion record level, an amount which is 22%
higher to the one registered between March 2005 and February of
last year.

The approvals also registered high levels, amounting BRL79.9
billion in last 12 months, a 46% growth at the same comparison
basis.  The eligible projects totalized BRL95.3 billion, which
are equivalent to a 15% increase, and the consultations to
BNDES, in the period, reached BRL108.9 billion, a 16% increase.

Mr. Fiocca highlighted the growing movement of 54% in approvals
to the infrastructure sector in last 12 months, which, according
to him, is in compliance with the sector investment acceleration
perspective, which are spurred by the Growth Acceleration
Program [PAC].  "In infrastructure, we had stable disbursements
in last 12 months, but the approvals, growing over 50%,
indicated a acceleration of investments in Brazil," Mr. Fiocca
said.

The president also highlighted the expansion of 40% in the
number of operations of micro and small enterprises, which are
the financing borrowers.  "This shows the well succeeded
operation of BNDEs to expand the credit access, which is one of
our missions", he affirmed.  On of the factors, which
contributed to the positive statistics was the increase of
operations with BNDES Card.

The trajectory of the indexes of last 12 months continued
showing a higher growth of approvals in relation to the
disbursements, as there has been occurring since 2005 and,
especially, in 2006.  The director of the Planning area, Antonio
Barros de Castro, explained that a study carried out by BNDES
concluded that the approvals are always more volatile than the
disbursements.  The disbursements result from commitments
assumed in the past, while the approvals represent better the
current movements, whether it is expansion or contraction of the
economy.  The expansion of the approvals are not represented
similarly in the BNDES's future disbursements, but they indicate
that the performance must keep its positive trajectory.

According to Mr. Fiocca, the current growth of BNDES's financing
approvals is also in compliance with the expansion indexes of
Gross Formation of Fixed Capital, that is, with the investment
level of the economy over the GDP, which has been increasing.

                         About BNDES

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

                        *     *     *

As reported on Nov. 27, 2006, Standard & Poor's Ratings Services
changed the ratings outlook to Positive from Stable on Banco
Nacional de Desenvolvimento Economico e Social SA's BB Foreign
currency counterparty credit rating and BB+ Local currency
counterparty credit rating.


BANCO NACIONAL: Board Approves BRL70.2MM Loan to Onix Geracao
-------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social aka BNDES'
Board approved a BRL70.2 million financing to Onix Geracao de
Energia Eletrica S.A.  The resources will be directed to the
construction of the Small Hydroelectric Plant, Alto Sucuriu,
with a 29 MW installed capacity, which is located in the Sucuriu
River, in the Municipalities of Costa Rica, Agua Clara and
Chapadao do Sul, all of them in the Northwest of Mato Grosso do
Sul.

The project is part of Proinfa, Program of the Ministry of Mines
and Energy, which is directed to the promotion of energy to the
alternative energy sources and will generate 455 jobs during the
works.  BNDES will finance 70% of the PCH total cost, which is
budgeted in BRL110.4 million and the resources will be released
through a mixed operation.  That is, directly by BNDES (BRL52.7
million) and through financial agent, which is, in this case,
Banco do Brasil (BRL17.6 million).

BNDES is the great financing institution of Proinfa, Financial
Support Program for Investments in Alternative Sources of
Electrical Energy, which aims at diversifying the Brazilian
energetic matrix. BNDES's project portfolio, in the ambit of
Proinfa, reaches the amount of BRL3.6 billion financings and it
will enable BRL5 billion total investments.

BNDES will support 56 projects with a 1,447 MW generation
capacity.  Out of this total, 39 projects are PCHs, which
demanded a BRL2.3 billion BNDES's financing, representing BRL3.2
billion investments.  The installed capacity of the small
hydroelectric plants is 818 MW.

The project also forecasts the construction of a 138 KV
transmission line, with roughly 30-kilometer length, which will
interlink PCH Alto Sucuriu with the sub-plant of PCH ParaĦso, of
Enersul.

                         About BNDES

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

                        *     *     *

As reported on Nov. 27, 2006, Standard & Poor's Ratings Services
changed the ratings outlook to Positive from Stable on Banco
Nacional de Desenvolvimento Economico e Social SA's BB Foreign
currency counterparty credit rating and BB+ Local currency
counterparty credit rating.


BANCO NACIONAL: Invests BRL17 Billion in Infrastructure
-------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social aka BNDES
said in a release that it has disbursed investments of BRL17
billion for the infrastructure sector in the 12 months ended
February 2007.

Business News Americas relates that the infrastructure
investments represents 31% of Banco Nacional's total investments
during the 12-month period ended February 2007.  Banco Nacional
authorized total lending of BRL29.3 billion for the sector,
about 54% higher compared to the same period ended February
2006.

The report says that the approvals rating for infrastructure
projects was 8 percentage points higher than Banco Nacional's
overall approvals.  This indicated an encouraging trend for the
bank's future activity in the sector.

This is a positive sign for infrastructure.  The increase in
infrastructure approvals is in line with the Brazilian
government's policies as defined by the growth acceleration
plan, Banco Nacional President Demian Fiocca told BNamericas.

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

                        *     *     *

As reported on Nov. 27, 2006, Standard & Poor's Ratings Services
changed the ratings outlook to Positive from Stable on Banco
Nacional de Desenvolvimento Economico e Social SA's BB Foreign
currency counterparty credit rating and BB+ Local currency
counterparty credit rating.


CAIXA ECONOMICA: Launches Sanitation Investment Fund with Banif
---------------------------------------------------------------
Marcelo Bonini, Brazilian federal bank Caixa Economica Federal
Asset Management Director, told Business News Americas that the
bank has launched a sanitation investment fund with Portuguese
investment bank Banif.

The investment fund will spend at least BRL700 million in four
years, BNamericas says, citing Mr. Bonini.

Caixa Economica told BNamericas that this is the first
investment fund in Brazil to focus exclusively on the sanitation
and environment sectors.

BNamericas relates that the fund is designed to operate for 10
years.  It will principally attract a public with long-term
assets.

Mr. Bonini explained to BNamericas that the investment fund is
mostly directed toward pension funds but is open to large
companies as well.  The fund is an attractive option for
overseas investors.  Overseas investors are most welcome and
their investments are considered exempt from income tax.  Though
the Brazilian securities regulator prohibits open speculation on
the return from investment funds, research leads the banks to be
assured of a good rate of return.

"Investments may be made in various types of solid waste
management, recycling technology, residential and industrial
water reuse systems, pollution control, biofuel production, the
carbon emissions certificate market and environmental
protection.  In Brazil we have wind, water, sun and land -- all
the instruments are in place for good projects.  However, there
are times when there is a lack of resources and this is what we
are offering with this fund," Mr. Bonini told BNamericas.

BNamericas underscores that the government's growth acceleration
plan or PAC allows private investment in the sanitation sector,
however the investment fund hasn't been created with this in
mind.

"This is a private fund.  It does not see support for the PAC as
part of its objective.  However, if there are interesting PAC
projects which offer an attractive rate of return, the fund can
take advantage of this and participate in these projects as
well.  We have six projects designated for implementation as
quickly as possible.  This plan falls within a project design
which sees all the fund's resources applied within four years,"
Mr. Bonini commented to BNamericas.

Apart from its commercial banking activities, Caixa Economica
Federal is responsible for executing policies in the areas of
housing and basic sanitation, the administration of social funds
and programs and federal lotteries.  Caixa Economica Federal is
Brazil's second largest financial institution and is the fourth
largest bank in Latin America.  According to a 2002 ranking of
Latin American banks undertaken by Caracas-based SOFTline, it
had US$36.3 billion (11.7%) in assets, deposits valued at
US$21.7 billion and loans worth US$7 billion as of 2002.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Sept. 4, 2006, Moody's Investors Service upgraded these ratings
of Caixa Economica Federal:

   -- long-term foreign currency deposits to Ba3 from Ba1; and

   -- long- and short-term global local currency deposit ratings
      to A1/Prime-1 from A3/Prime-2.

Moody's said the ratings outlook was stable.


COMPANHIA ENERGETICA: Will Bid for Madeira Hydroelectric Project
----------------------------------------------------------------
Compahia Energetica de Minas Gerais will submit a bid for the
6450MW Rio Madeira hydroelectric complex, according to published
reports.

Last week, the Brazilian power company's representatives met
with government officials to talk about the project,
International Water Power says.  The company, however, is
unclear if the state would be auctioning 100% of the two hydro
projects, or a controling stake of 51%, or some other equity
level.

Company investor relations official Augustinho Cardoso told
Business New Americas that Companhia Energetica has started
talks with consortiums to bid for Madeira.  He said the company
would participate in a minority stake in any group it joins.

The two hydro projects on the Rio Madeira will comprise of the:

          a) 3300MW Jirau project and
          b) 3150MW Santo Antonio scheme.

For the Jirau project, 44 turbines each with 75MW capacity are
planned, and the same number at Santo Antonio but of 71.6MW
capacity, the Water Power says.

Having set an 11.3% target return rate on long-term investments,
Mr. Cardoso told BNamericas that the company's conservative
strategy would only allow it to "invest if returs are compatible
with risk."

The Brazilian government has yet to publish the ceiling price
for the auction.

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

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

As reported on March 8, 2007, Moody's Investors Service assigned
corporate family ratings of Ba2 on its global scale and Aa3.br
on its Brazilian national scale to Companhia Energetica de Minas
Gerais aka CEMIG.  The rating action triggered the upgrade of
CEMIG's outstanding debentures due in 2009 and 2011, and of the
BRL250 million 2014 senior unsecured guaranteed debentures of
its wholly-owned subsidiary, Cemig Distribuicao S.A. to Ba2 from
B1 on the global scale and to Aa3.br from Baa2.br on the
Brazilian national scale, concluding the review process
initiated on Aug. 8, 2006.


COMPANHIA SIDERURGICA: Pegged As Likely Bidder for Sparrows Mill
----------------------------------------------------------------
Companhia Siderurgica Nacional is a "natural" candidate to join
the sale process of Arcelor Mittal's Sparrows Point mill in the
United States, Valor Economico reports.

The U.S. Department of Justice ordered Mittal Steel Co. to sell
its Sparrows Point steel plant in Baltimore, Md., over concerns
about competition brought about by the deal that created Arcelor
Mittal, the world's largest steel company.

The Sparrows Point plant is one of the largest and most
efficient blast furnaces in North America and is capable of
producing 3.9 million tons of raw steel annually.  The fully
integrated steel-making facility is located on the Chesapeake
Bay.  Sparrows Point is the former Bethlehem Steel plant and has
stood on its site since 1887.

Companhia Siderurgica has not decided yet on a possible asset
acquisition.  "We are analyzing any and all investment
possibilities in flat steel in the US and Europe," Chief
Financial Officer Otavio Lazcano was quoted by Valor Economico
as saying.

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

                        *     *     *

As reported on Feb. 2, 2007, Standard & Poor's Ratings Services
affirmed its 'BB' local- and foreign-currency corporate credit
ratings on Brazil-steel maker Companhia Siderurgica Nacional or
CSN and removed them from CreditWatch, where they were placed on
Nov. 17, 2006, with negative implications.  S&P said the outlook
is stable.


EMBRATEL PARTICIPACOES: Tentative General Meeting Is on April 25
----------------------------------------------------------------
Embratel Participacoes SA's Board of Directors, approved March
15 the Management Report, Officers' Accounts and Financial
Statements for the fiscal year ended Dec. 31, 2006.

The Board has called for an Ordinary General Meeting on
April 25, 2007, or on any date to be defined by the company's
President, based on the following proposal of Agenda and General
Instructions.

In the Ordinary General Meeting, the Board will:

    (i) take the accounts from managers, examine, discuss and
        vote on the Financial Statements and the Management
        Report, regarding to the fiscal year ended on
        Dec. 31, 2006;

   (ii) deliberate on the destination of year's income ended on
        Dec. 31, 2006;

  (iii) fix the annual global remuneration of the company's
        management for the year 2007;

   (iv) elect the members of the Board of Directors; and

    (v) elect the members of the company's Fiscal Council and
        fix the respective individual remuneration.

The Board also unanimously approved the proposal for
distribution of dividends and for the income destination.

The meeting, which was attended by Mr. Fernando Alberto S.
Magalhaes and Mr. Marcio F. Ostwald, representatives of
company's Independent Auditors, Ernst & Young Auditores
Independentes S/S, had discussed the approval of the
remuneration proposal of the independent auditors for the audit
services performed in the fiscal year of 2006, in compliance
with requirements described on the article 404 of Sarbanes Oxley
Act, based on the favorable opinion issued by the Company Audit
Committee.

Embratel Participacoes SA offers a range of complete
telecommunications solutions to the market all over Brazil,
including local, long distance domestic and international
telephone services, data, video and Internet transmission, and
is present all over the country with its satellite solutions.
Embratel is the market leader in revenues with Long Distance,
Domestic and International calls.

Embratel Participacoes is rated by Moody's:

       * local currency issuer rating -- B1; and
       * senior unsecured debt -- B2.


HAYES LEMMERZ: Board Approves US$180 Mil. Equity Rights Offering
----------------------------------------------------------------
Hayes Lemmerz International Inc.'s Board of Directors has
approved a rights offering of up to US$180 million of common
stock to its stockholders.  The subscription price for the
common stock offered in the rights offering will be US$3.25 per
share, which represents a 31.8% discount to the average closing
price for our common stock during the past 10 trading days.  The
rights offering is subject to approval of stockholders at a
Special Meeting and the effectiveness of a registration
statement which is being filed today with the Securities and
Exchange Commission and, therefore, no record date has been set
yet.  The company will use the net proceeds of the rights
offering to repurchase the outstanding 10-1/2% Senior Notes due
2010 issued by its subsidiary, HLI Operating Company, Inc., and
to pay any required fees and expenses related to the rights
offering.  Further information will be contained in the
company's Current Report on Form 8-K to be filed with the U.S.
Securities and Exchange Commission.

The company has entered into an Equity Purchase and Commitment
Agreement with Deutsche Bank Securities, Inc., pursuant to which
Deutsche Bank has agreed to backstop the rights offering by
purchasing all shares of common stock offered in the rights
offering and not purchased at the close of the rights offering.
SPCP Group, LLC, an affiliate of Silver Point Capital, L.P., has
agreed with Deutsche Bank to acquire one-half of the shares of
common stock that Deutsche Bank is obligated to purchase
pursuant to its backstop obligation.  The Equity Agreement also
gives Deutsche Bank the option to make a direct investment of up
to US$18 million in the company's common stock at the
subscription price of US$3.25 per share.  To the extent that
Deutsche Bank exercises this option, the amount of the rights
offering will be proportionally reduced but the gross proceeds
to the company will remain unchanged.

The backstop commitment is subject to several conditions and
limitations including, among others, the amendment of the
company's Amended and Restated Credit Agreement, or the
refinancing of the debt subject thereto, to permit the
repurchase of the Senior Notes and the placement of a portion of
the company's debt outside the United States.  The company
intends to amend its Amended and Restated Credit Agreement or
refinance the debt subject thereto in conjunction with the
closing of the rights offering.

Hayes Lemmerz International, headquartered in Northville,
Michigan, is a global supplier of steel and aluminum automotive
and commercial vehicle highway wheels, as well as aluminum
components for brakes, powertrain, suspension, and other
lightweight structural products.  Worldwide revenues approximate
US$2.2 billion.  The company has 33 facilities worldwide
including India, Brazil and Germany, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 7, 2007, Moody's Investors Service lowered HLI Operating
company, Inc.'s ratings:

   * Corporate Family to Caa1 from B3;
   * first lien senior secured to B1 from Ba3;
   * second lien term loan to Caa1 from B3.


GULMARK OFFSHORE: Earns US$30.6 Mil. in Quarter Ended Dec. 31
-------------------------------------------------------------
GulfMark Offshore Inc. reported net income of US$30.6 million on
revenue of US$69 million for the fourth quarter ended
Dec. 31, 2006.  This compares to net income of US$8.2 million on
revenue of US$51.6 million for the fourth quarter of 2005.  The
current quarter includes a US$3.6 million gain on the sale of
the Sentinel.

For the year ended Dec. 31, 2006, net income was US$89.7 million
on revenue of US$250.9 million.  For the year ended
Dec. 31, 2005, net income was US$38.4 million on revenue of
US$204 million.  Operating income for the year ended
Dec. 31, 2006, was US$107.3 million compared to US$59.7 million
for the year ended Dec. 31, 2005.  The 2006 results include
US$10.2 million in gains on the sale of two of the older vessels
in the fleet, the Highland Patriot and the Sentinel.

Operating income for the fourth quarter ended Dec. 31, 2006, was
US$34 million, compared to US$13.1 million for the same period
in 2005.  The increase in operating income for the quarter was
mainly driven by the 34% increase in revenue from US$51.6
million in 2005 to US$69 million in 2006.  The increase in
revenue resulted mainly from higher day rates, and the addition
of the new vessels, the Sea Intrepid for the full year, and the
Sea Guardian and Sea Sovereign for a portion of the year,
partially offset by the lost revenue from the vessels sold.

Bruce Streeter, president and chief executive officer of the
ompany commented: "The year 2006 exceeded our expectations from
the outset and continued throughout the year.  Our results for
the fourth quarter were bolstered by demand and day rates, which
carried over from the strong summer and fall periods in the
North Sea and steady demand in our other markets.  The addition
of the two new vessels in Southeast Asia continues to add to our
capabilities to meet the growing demands of our customers in
that region.  We have set a number of records from both an
earnings and operating perspective, which will serve as a
foundation for the years to come.  As a result, our balance
sheet is the strongest in our history and will allow us to take
advantage of growth opportunities as and when they occur."

At Dec. 31, 2006, the company's balance sheet showed
US$750.8 million in total assets, US$209.4 million in total
liabilities, and US$541.4 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?1b76

At Dec. 31, 2006, the company had working capital of
US$104.9 million, including US$82.8 million in cash.  The
company repaid all of the US$83.2 million due under the
revolving credit facility during the fourth quarter and at
Dec. 31, 2006, had only US$159.5 million of 7.75% senior notes
outstanding as long-term debt.

                   About GulfMark Offshore

Headquartered in Houston, Texas, Gulfmark Offshore Inc. --
http://www.gulfmark.com/ -- together with its subsidiaries,
provides offshore marine services primarily to companies
involved in offshore exploration and production of oil and
natural gas.  The majority of the company's operations are in
the North Sea with the balance offshore Southeast Asia and
Brazil.

                        *    *    *

As reported in the Troubled Company Reporter on Nov. 15, 2006,
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the oilfield service and refining and marketing
sectors, the rating agency confirmed its Ba3 Corporate Family
Rating for GulfMark Offshore Inc. and its B1 rating on the
company's 7.75% Senior Unsecured Guaranteed Global Notes Due
2014.  Moody's assigned those debentures an LGD5 rating
suggesting noteholders will experience a 78% loss in case of
default.

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Gulfmark Offshore Inc. to 'B+' from 'BB- and the
company's senior unsecured rating to 'B' from 'B+'.  S&P said
the outlook was stable.


HAYES LEMMERZ: Reports Preliminary Results in Fiscal Year 2006
--------------------------------------------------------------
Hayes Lemmerz International Inc. announced preliminary results
for the full fiscal year 2006 and provided earnings guidance for
the full fiscal year of 2007.  The preliminary results are
unaudited and are subject to adjustment during the course of the
Company's audit of its fiscal 2006 financial statements.

For the full fiscal year 2006, the company expects to achieve
sales of approximately US$2.3 billion, Adjusted EBITDA of
approximately US$188 million (compared with approximately US$176
million in 2005), free cash flow (excluding the impact of the
Company's accounts receivable securitization programs) of
approximately negative US$9 million and capital expenditures of
approximately US$90 million.  Projected fiscal 2006 results
include approximately US$230 million in sales, approximately
US$6 million in Adjusted EBITDA and approximately US$10 million
of capital expenditures related to the company's suspension
components business, which will be reclassified as a
discontinued operation for 2006 and which will not contribute to
the 2007 results because it was divested on Feb. 14, 2007.

For the full fiscal year 2007, Hayes Lemmerz expects to achieve
sales of about US$2.1 billion, Adjusted EBITDA of approximately
US$195 to US$205 million, positive free cash flow (excluding
securitization impact) and capital expenditures of approximately
US$85 to US$90 million.

Hayes Lemmerz International, headquartered in Northville,
Michigan, is a global supplier of steel and aluminum automotive
and commercial vehicle highway wheels, as well as aluminum
components for brakes, powertrain, suspension, and other
lightweight structural products.  Worldwide revenues approximate
US$2.2 billion.  The company has 33 facilities worldwide
including India, Brazil and Germany, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 7, 2007, Moody's Investors Service lowered HLI Operating
company, Inc.'s ratings:

   * Corporate Family to Caa1 from B3;
   * first lien senior secured to B1 from Ba3;
   * second lien term loan to Caa1 from B3.


HAYES LEMMERZ: S&P Puts B- Corp. Credit Rating on CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating and related issue ratings on Hayes Lemmerz
International Inc. on CreditWatch with positive implications,
following the company's announcement that it plans to repurchase
its senior unsecured debt with proceeds from an equity rights
offering.  Hayes Lemmerz' recovery ratings were not placed on
CreditWatch.  Hayes Lemmerz, a manufacturer of steel and
aluminum wheels, has total debt of about US$1 billion including
Standard & Poor's adjustments for postretirement benefits,
accounts receivable securitizations, and the present value of
operating leases.

Hayes Lemmerz' board of directors has approved a rights offering
of up to US$180 million common stock.  Proceeds would be used to
repurchase the approximately US$157 million outstanding of Hayes
Lemmerz' 10.5% senior unsecured notes due 2013, which are issued
by subsidiary HLI Operating Co. Inc., and to pay related fees
and expenses.

Deutsche Bank and an affiliate of Silver Point Capital L.P. have
agreed to purchase all shares, which are part of the offering
but not acquired by other investors.  The offering is subject to
approval of Hayes Lemmerz' stockholders at an upcoming special
meeting.

In its CreditWatch review, Standard & Poor's will assess the
industry challenges facing Hayes Lemmerz, as well as the
benefits of lower leverage and improved credit metrics that
likely would result from completion of the proposed
transactions.  Hayes Lemmerz is likely to remain highly
leveraged despite the improvement from debt reduction.  Still, a
modest upgrade is possible.

Hayes Lemmerz International, Inc., headquartered in Northville,
Michigan, is a global supplier of steel and aluminum automotive
and commercial vehicle highway wheels, as well as aluminum
components for brakes, powertrain, suspension, and other
lightweight structural products.  Worldwide revenues approximate
US$2.2 billion.  The company has 33 facilities worldwide
including India, Brazil and Germany, among others.


MACDERMID INC: Moody's Affirms B2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed MacDermid, Inc.'s B2
corporate family rating and revised the loss given default or
LGD assessments and LGD rates on MacDermid's proposed debt to
reflect a revision to the company's proposed debt financings.
Proceeds from the new debt offerings combined with private
equity investments from funds managed by Court Square Capital
Partners and Weston Presidio, along with an investment from
MacDermid Chief Executive Officer Daniel Leever, and management
will be used to purchase all of MacDermid's outstanding stock in
a transaction valued at approximately US$1.3 billion.  The
ratings outlook remains stable.

The revisions to the proposed debt financing structure include:

          -- elimination of the US$250 million guaranteed senior
             unsecured notes due 2014-2015 (ratings withdrawn),

          -- US$100-million increase in the term loan
             principal amount to the US dollar equivalent of
             US$610 million (the term loan will now have both a
             US$360mm tranche and a Euro tranche), and

          -- US$135-million increase in the senior subordinated
             notes due 2017 to US$350 million.

The company will also have US$15 million in Japanese senior
secured bank debt.  The revisions to the debt structure have not
impacted the issue ratings, but do impact the LGD assessments
and LGD rates.

Actions taken by Fitch on McDermid:

   Ratings affirmed:

     -- Corporate family rating at B2

     -- Probability of default rating at B2

     -- US$50 million Gtd. senior secured revolving credit
        facility due 2013 -- B1, LGD3, 34%

     -- US$360 million Gtd. senior secured term loan due 2014
        at B1, LGD3, 34%

     -- Euro Gtd. senior secured term loan due 2014 at B1,
        LGD3, 34%

     -- US$350 million Gtd. senior subordinated notes due 2017
        at Caa1, LGD5, 87%

  Ratings withdrawn:

     -- US$250 million Gtd. senior unsecured notes
        due 2014-2015 - WR

MacDermid's B2 corporate family rating reflects the company's
high leverage, elevated interest expense and limited growth
opportunities in certain businesses.  The company has grown top
line sales over the past three years, however earnings have not
kept pace.  While the overall EBITDA for the company has been
relatively stable over the past three years, certain of the
company's businesses (primarily in the Advanced Surface
Finishing segment) have grown sales and profits, and other
businesses (primarily in the Printing Solutions segment) have
turned in lackluster returns.  Moody's expect that MacDermid
should be better positioned to grow after the introduction of
certain new products and the integration of the 2005 Autotype
acquisition.  The notes will be privately placed and the company
does not plan to register the notes at a later time.  As a
result, the company does not anticipate that it will file public
financial statements, but will provide more abbreviated
disclosure to debt holders.

The ratings are supported by MacDermid's relatively stable
EBITDA margins that have remained positive despite some adverse
market conditions over the past seven years, geographic,
operation and product diversity, strong market positions in
certain niche markets, modest capital expenditure requirements
and limited exposure to volatile raw materials costs.

The stable outlook reflects Moody's expectation that MacDermid
will be able to grow its sales and apply positive free cash flow
to debt reduction.  The outlook also assumes that MacDermid will
smoothly transition to a private ownership structure and be
capable of shouldering the significant new debt burden.  Before
an upgrade could be considered, Moody's would expect to see
MacDermid demonstrate the ability to generate EBITDA greater
than US$160 million per year and maintain a Debt / EBITDA ratio
less than 7.0 times on a sustained basis as well as generate
meaningful free cash flow.  Should the company not be successful
in improving profitability and generating meaningful free cash
flow to be applied towards debt reduction, the ratings could
come under negative pressure.

MacDermid Inc. (NYSE:MRD)-- http://www.macdermid.com/-- is
manufacturer of a broad line of chemicals and related equipment
for a range of applications, including metal and plastic
finishing, electronics, graphic arts and printing, and offshore
drilling.  The company maintains its headquarters in Denver,
Colorado, but operates facilities worldwide, including Brazil,
China, Germany, Italy, and Japan.  Revenues for the twelve
months ended June 30, 2006, were US$797 million.


PETROLEO BRASILEIRO: To Contest US$32-Million Tax Payment
---------------------------------------------------------
Petroleo Brasileiro SA aka Petrobras stated that it would
contest in Bolivian courts a US$32 million tax payment it made
to Bolivia's state hydrocarbons company YPFB, Business News
Americas reports.

Citing Petrobras, BNamericas relates that the payment was made
on March 12 in compliance with May 2006 nationalization decree
in an attempt obtain reimbursement of the money.

According to a supreme decree published by the Bolivian
government on Oct. 29, 2006, the amount levied that tax against
Petrobras' Bolivian operations on the San Albetro and San
Antonio blocks, Bnamericas discloses.

Bolivia claimed that During E&P contracts signing on
Oct. 28, 2006, the payment was due with Petrobras and other
companies still must be formally registered.

However, Petrobras objected that the amount was not due.

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

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

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

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

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

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


PETROLEO BRASILEIRO: Inks Pact with Japanese State-Owned Company
----------------------------------------------------------------
Petroleo Brasileiro SA aka Petrobras signed Friday a principle
of understanding with the Japan, Oil, Gas, and Metals National
Corporation.  The document was signed by the presidents of
Petrobras, Jose Sergio Gabrielli de Azevedo, and of Jogmec, Isao
Kakefuda, during a ceremony held at the company's main office
building.  International and Service Area directors, Nestor
Cervero and Renato Duque, respectively, in addition to Jogmec
representatives, also attended the event.

The agreement foresees exploration and production opportunity
evaluation in South America and Southeast Asia, over and beyond
joint studies on heavy oil and natural gas.  Special emphasis
will be given to deepwater projects.  Petrobras and Jogmec
agreed to hold annual meetings to exchange relevant information
and identify international projects of mutual interest.

One of Jogmec's main activities is providing assistance to
Japanese oil companies in international business development.
The Leopoldo Americo Miguez de Mello Research & Development
Center already has a memorandum of understanding with this
Japanese state-owned company, signed in 2005, to develop joint
studies in the technological area.

                 About Petroleo Brasileiro

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

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

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

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

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

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




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


MAGNETAR CAPITAL: Will Hold Last Shareholders Meeting on May 3
--------------------------------------------------------------
Magnetar Capital Assets Fund Ltd. will hold its final
shareholders meeting on May 3, 2007, at:

         Maples Finance Limited
         Queensgate House, 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, 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 liquidators can be reached at:

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


MAGNETAR STERGE: Sets Last Shareholders Meeting for May 31
----------------------------------------------------------
Magnetar Sterge Premium Fund Ltd. will hold its final
shareholders meeting on May 31, 2007, at:

         Maples Finance Limited
         Queensgate House, 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, 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 liquidators can be reached at:

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


MEA SPC 2: Wil Hold Final Shareholders Meeting on May 31
--------------------------------------------------------
Mea SPC 2 Ltd. will hold its final shareholders meeting on
May 31, 2007, at:

         Maples Finance Limited
         Queensgate House, 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, 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:

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


MEA SPC 3: Final Shareholders Meeting Is on May 31
--------------------------------------------------
Mea SPC 3 Ltd. will hold its final shareholders meeting on
May 31, 2007, at:

         Maples Finance Limited
         Queensgate House, 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, 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:

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


MEA SPC 4: Will Hold Last Shareholders Meeting on May 31
--------------------------------------------------------
Mea SPC 4 Ltd. will hold its final shareholders meeting on
May 31, 2007, at:

         Maples Finance Limited
         Queensgate House, 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, 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:

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


MEA SPC 5: Final Shareholders Meeting Is on May 31
--------------------------------------------------
Mea SPC 5 Ltd. will hold its final shareholders meeting on
May 31, 2007, at:

         Maples Finance Limited
         Queensgate House, 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, 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:

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


MEA SPC 6: Will Hold Final Shareholders Meeting on May 31
---------------------------------------------------------
Mea SPC 6 Ltd. will hold its final shareholders meeting on
May 31, 2007, at:

         Maples Finance Limited
         Queensgate House, 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, 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:

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


RACE POINT: Sets Final Shareholders Meeting for May 3
-----------------------------------------------------
Race Point III (Cayman) CLO Ltd. will hold its final
shareholders meeting on May 3, 2007, at:

         Maples Finance Limited
         Queensgate House, 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, 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 liquidators can be reached at:

         Martin Couch
         Joshua Grant
         Maples Finance Limited
         P.O. Box 1093
         George Town, Grand Cayman
         Cayman Islands




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


COEUR D'ALENE: Obtains Unfavorable Ruling on Kensington Mine
------------------------------------------------------------
Coeur d'Alene Mines Corporation disclosed on March 16 that the
United States Ninth Circuit Court of Appeals announced a ruling
in the Kensington gold mine permit challenge.  In the Court
Order, the Ninth Circuit said it is reversing a lower federal
court decision and vacating the permits associated with a
tailings facility at the Kensington gold mine in Alaska.  Coeur
Alaska had obtained its Section 404 Army Corps of Engineers
permit in 2005 for the placement of fill material at the mine,
which is currently under construction.

Coeur's Chairman, President and Chief Executive Officer Dennis
E. Wheeler, said, "We are surprised and disappointed in the
Court's announcement and what it might mean for the over 400
Kensington workers and the economy of Southeast Alaska.  We
followed the rules and established process set by the regulatory
agencies involved to obtain this permit.  As a result, we are
simply at a loss to explain the basis for the Court's decision.
Once the Court releases a full explanation of its ruling, the
company will consider all options of appeal."

Mr. Wheeler continued, "In a public statement issued yesterday,
the plaintiffs expressed the hope of working with Coeur on
possible solutions to this issue.  Separate and apart from any
possible appeal of the Court order, we intend to take them up on
that offer."

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

                        *     *     *

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


* CHILE: To Establish Fund with IDB for Central America
-------------------------------------------------------
Chilean President Michelle Bachelet and the President of the
Inter-American Development Bank, Luis Alberto Moreno signed a
document formalizing the intentions of the Government of Chile
and the IDB to work together to support innovation in Central
America and the Dominican Republic.

The IDB promotes technology innovation involving both the public
and private sectors. The Chilean Government expressed interest
in establishing a fund within the IDB to finance technical
cooperation for the Central American region.  These activities
will include scholarships and internships and dissemination of
projects in the area of technology innovation, taking advantage
of best practices in Chile.

The beneficiary countries will be Belize, Costa Rica, El
Salvador, Guatemala, Honduras, Nicaragua, Panama and the
Dominican Republic.

The fund will finance:

   -- institutional capacity building to develop technology
      innovation;

   -- innovative projects to adopt and transfer technology;

   -- generation of development policies and strategies for
      innovation; and

   -- training of human resources in the area of technology
      innovation.

Chile's rich experience in all these areas helped turn the
country into the most competitive in Latin America and the
Caribbean.  This new fund will allow countries in the Central
American region to have access to high level technology transfer
processes, similar to those created in developed countries, but
following successful models closer to their own realities.

Mr. Moreno congratulated Chile for its achievements and
especially thanked its generosity and solidarity towards its
Latin American and Caribbean neighbors.




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


ECOPETROL: Takes Over Petrocol's Andalucia Field Operations
-----------------------------------------------------------
Colombian state-run oil firm Ecopetrol has taken over Petrocol's
operations at the Andalucia field in Huila, after the latter's
contract expired, Business News Americas reports.

Ecopetrol said in a statement that Andalucia produces an average
of 225 barrels per day of API grade 32 crude.

BNamericas relates that Petrocol signed the contract with
Ecopetrol on March 15, 1979.  Of the 12 million barrel
production initially estimated, Petrocol has produced 11 million
barrels to date.

An Ecopetrol spokesperson told BNamericas that this is the first
public-private association contract to have ended.  Other
contracts have been extended.  Ecopetrol has no immediate plans
to find a new partner for the field.

Technicians will conduct studies to see how much Andalucia's
production could be increased, BNamericas states, citing the
spokesperson.

Ecopetrol is an integrated-oil company that is wholly owned by
the Colombian government.  The company's activities include
exploration for and production of crude oil and natural gas, as
well as refining, transportation, and marketing of crude oil,
natural gas and refined products.  Ecopetrol is Latin America's
fourth-largest integrated-oil concern.  Operations are organized
into Exploration & Production, Refining & Marketing,
Transportation, and International Commerce & Gas.

On June 27, 2006, Fitch Ratings revised the rating outlook of
the long-term foreign currency issuer default rating of
Ecopetrol SA to Positive from Stable.  This rating action
follows the recent revision in the Rating Outlook to Positive
from Stable of the 'BB' foreign currency IDR of the Republic of
Colombia.  Ecopetrol's IDR remain strongly linked with the
credit profile of the Republic of Colombia.




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


US AIRWAYS: Employees Share in US$58.7-Million Profit in 2006
-------------------------------------------------------------
More than 35,000 US Airways Group Inc. employees, furloughees
and retirees in the US, Canada, Europe, the Caribbean and Latin
America are sharing in the airline's 2006 profits when checks
totaling US$58.7 million were distributed on March 14, 2007.

"We are simply delighted to distribute profit sharing checks to
our outstanding employees, especially given only two years ago,
US Airways was nearing liquidation and America West's own future
was uncertain.  To say we've come a long way in a short amount
of time is a vast understatement and I couldn't be more proud or
privileged to be part of this team," Chairman and CEO Doug
Parker said in a message thanking employees for "continued
dedication to building a winning airline."

US Airways' profit sharing program sets aside 10% of the
airline's annual pre-tax profits.  The airline posted a 2006 net
profit of US$507 million as disclosed earlier this year.
Employees of US Airways and its wholly owned US Airways Express
carriers participate in the program.

Around the US Airways system, employees will celebrate at
barbeques, ice cream socials, buffets and more to commemorate a
profitable year.  2006 was the first full year for US Airways as
a combined carrier, following its merger with America West
Airlines in 2005.  Last year's milestones include:

   * all customer facing areas at all 38 overlap cities now
     combined;

   * strong Philadelphia baggage improvement: 95% of local bags
     arriving at baggage claim within 19 minutes;

   * full year profit of US$507 million;

   * Embraer 190 added to mainline fleet;

   * six US$50 payouts for on-time performance; ranked second
     (against major airlines) for 2006 as a whole;

   * launched the new http://www.usairways.com/and

   * 100 pilots and 200 flight attendants recalled.

                       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.


US AIRWAYS: Fitch Upgrades Senior Unsecured Rating to CCC/RR6
-------------------------------------------------------------
Fitch Ratings has upgraded its senior unsecured rating on US
Airways Group, Inc, to 'CCC/RR6' from 'CC/RR6'.  Fitch also
raised its issuer default rating on the firm to 'B-' from 'CCC',
and secured term loan rating to 'BB-/RR1' from 'B/RR1'.

Fitch's ratings apply to approximately US$1.9 billion in
outstanding debt.  In addition, Fitch has assigned a rating of
'BB-/RR1' to US Airways' new US$1.6 billion secured term loan
facility that is currently in syndication.  The Rating Outlook
is Positive.

The upgrade in US Airways' ratings reflects the substantial
improvement in the airline's credit profile that has occurred
since the carrier exited Chapter 11 protection and merged with
America West Holdings Corp. in September 2005.  In addition,
with the withdrawal of its acquisition offer for Delta Air
Lines, Inc. in late January, US Airways can focus on the few
remaining tasks necessary to complete the full integration of
the US Airways, Inc. and America West Airlines, Inc. operating
units.  Fitch does not expect US Airways to seek another
acquisition in the near term.

Over the past year, US Airways has posted relatively strong
financial results, which have translated into credit metrics
that place it among the better-performing hub-and-spoke
airlines.  Lease-adjusted leverage of 6x and EBITDA interest
coverage of 3x are the strongest of the four solvent legacy
carriers, while its 2006 EBITDAR margin of 7.8% is second only
to AMR Corp.  Unrestricted cash and equivalents, at 20% of 2006
revenue, has increased by 500 basis points over the past year
and is in the same range as AMR, UAL Corp. and Continental
Airlines, Inc.  US Airways' financial performance relative to
its peers has been driven primarily by cost savings that
resulted from its Chapter 11 reorganization combined with
revenue and expense synergies that have been realized through
the merger with America West.

The new term loan, which will mature in 2014, is backed by:

          -- hard assets:

             * aircraft,
             * spare parts, and
             * ground service equipment;

          -- soft assets, including:

             * route authorities,
             * slots, and
             * gates;

          -- US$750 million in cash held in control accounts;
             and

          -- certain accounts receivable assets.

The 'BB-/RR1' rating on US Airways reflects the loan's
substantial collateral coverage and very strong recovery
prospects in a default scenario.  Proceeds from the term loan
will be primarily used to refinance US Airways' existing US$1.25
billion term loan facility, as well as pre-pay other outstanding
secured and unsecured debt.  In addition to more favorable
pricing, the refinancing moves the company's significant debt
maturities three years further into the future, which will
improve liquidity through 2013 and provide the airline with
increased financial flexibility over a longer time horizon.  The
refinancing also removes several aircraft from collateral pools
that are currently securing some of the existing debt.
Releasing the aircraft increases US Airways' unencumbered asset
base, which could serve as collateral to secure future
financings in the event of another industry downturn.

US Airways' strengthened liquidity position and a lack of
significant debt maturities over the next several years have
significantly reduced the probability of a near-term cash
crisis.  Furthermore, unlike AMR, Continental, Delta and
Northwest Airlines Corp., US Airways has no significant defined
benefit or DB pension plans in place.  Although the Pension
Protection Act has significantly reduced cash funding
requirements for those airlines that maintain DB plans, US
Airways' lack of DB plans could provide the carrier with a
competitive advantage over the longer term, particularly in the
next industry down cycle.

Looking ahead, industry demand fundamentals are expected to
remain fairly strong during 2007, while domestic capacity growth
will continue to be limited.  The pace of yield growth will
likely slow, however, as year-over-year comparables become more
difficult.  Operating expenses will still be significantly
affected by the price of jet fuel, although US Airways, along
with most US carriers, has taken advantage of dips in oil prices
by increasing its fuel hedging position.  As of Jan. 30, US
Airways had 43% of its estimated full-year fuel needs hedged
using costless collars, with a jet fuel equivalent put price of
US$1.97 and a call price of US$2.17.  Operating expenses could
see some pressure from increased wages, as the airline continues
to seek integrated labor agreements with its pilots, flight
attendants, mechanics and fleet service workers.  The airline
has stressed, however, that the status of its labor agreements
is immaterial to its ability to combine the operations of US
Airways, Inc. and America West Airlines under a single Federal
Aviation Administration operating certificate, and it still
plans to complete the full operational integration of the two
airlines by mid-2007.

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.




=======
C U B A
=======


* CUBA: Trade with China Hits US$1.8 Billion in 2006
----------------------------------------------------
Cuban trade with China reached US$1.8 billion in 2006,
BusinessWeek reports.  China was Cuba's second largest trading
partner next to Venezuela.

Zhao Rongxian, the Chinese ambassador to the island, said that
China's exports of buses, locomotives and farm equipment and
supplies to Cuba in 2006 accounted for the sharp increase,
BusinessWeek says, citing an official statement.

Trade between the two countries in 2005 was reportedly
US$775,000 (EUR590,000).

"We are both socialist countries, we have a lot in common and
magnificent relations of cooperation in all areas," the
ambassador in a statement.

The two countries were on opposite ends during the Sino-Soviet
war.  China refused to trade with Cuba while the latter was
still getting fuel subsidies from Russia.  In a previous
article, The Financial Times said even today, the two countries
seem to be heading to different directions.  China is intent on
adopting market economics while Cuba remains a command economy
that abhors entrepreneurship and where the economy is in the
hands of the government.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Dec. 18, 2006, Moody's Investors Service said that Cuba's Caa1
foreign-currency issuer rating reflects the debt moratorium that
has been in place for more than 15 years, leading to the
accumulation of principal and interest arrears.

Moody's assigned these ratings on Cuba:

      -- CC LT Foreign Bank Deposit, Caa2
      -- CC LT Foreign Currency Debt, Caa1
      -- CC ST Foreign Bank Deposit, NP
      -- CC ST Foreign Currency Debt, NP
      -- Issuer Rating, Caa1




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


PETROECUADOR: Will Evaluate Oil Reserves in Orinoco Strip
---------------------------------------------------------
Petroecuador and Petroleos de Venezuela SA officials have signed
a letter of intent during which Petroecuador will assess and
certify a part of oil reserves in heavy-crude oil Orinoco strip,
eastern Venezuela, El Universal reports.

Pursuant to the letter of intent, Petroecuador's assessment and
certification of oil reserves in Orinoco strip is scheduled to
be reviewed on April 1, El Universal says.

According to the report, both companies who are refining the
Venezuelan holding would also have a stake in Ecuador's largest
oil field, Ishpingo Tambococha Tiputini, and in the building of
a new oil refining compound over the Pacific Ocean.

El Universal discloses that there were reports about Pdvsa
getting a stake in the largest refinery Esmeraldas' expansion in
Ecuador.  However, report shows that there was a different
proposal for building a new crude oil processing facility in
Manabi that would be participated by seven state oil firms in
Latin America.

                 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.

                     About Petroecuador

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.




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


MILLICOM INT'L: Board Approves Incentives Program for Managers
--------------------------------------------------------------
Millicom International Cellular S.A.'s Board has approved a
"Long Term Incentive Plan" or 2007 LTIP for its managers in
order to award incentives and reward management for achieving a
number of challenging targets.

The 2007 LTIP permits the Board to grant conditional awards of
shares on an annual basis with a total cap of 5 million shares
based on the current issued share capital (equivalent to
approximately 5 per cent of the company's equity).  These 5
million shares will be available for grants to management over
the ten-year lifetime of the plan.

The conditional awards will vest to the extent that the company
achieves performance targets over a three-year period.

There will also be a second performance based co-investment plan
in which the company will match share purchases made by
management provided certain pre-determined targets are met.

Awards under the 2007 LTIP will be granted to key members of
Millicom's senior management.  A total of 125 managers will
potentially benefit from the schemes.

Headquartered in Bertrange, Luxembourg, and controlled by
Sweden's AB Kinnevik, Millicom International Cellular S.A.
(NASDAQ:MICC) (STO:MIC) -- http://www.millicom.com/-- is a
global telecommunications investor with cellular operations in
Asia, Latin America and Africa.  It currently has cellular
operations and licenses in 16 countries.  The Group's cellular
operations have a combined population under license of around
391 million people.

The Central America Cluster comprises Millicom's operations in
El Salvador, Guatemala and Honduras.  The population under
license in Central America at December 2005 is 26.4 million.
The South America Cluster comprises Millicom's operations in
Bolivia and Paraguay.  The population under license in South
America at December 2005 is 15.2 million.

                        *     *     *

Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit rating and 'B-' senior unsecured debt ratings
on Luxembourg-headquartered emerging-markets wireless
telecommunications operator Millicom International Cellular S.A.
on CreditWatch with positive implications, following the signing
of an agreement for sale by Millicom of its 88.9% stake in
Paktel Ltd. to China Mobile Communications Corp.

Millicom International's 10% senior notes due 2013 carry Moody's
B3 rating and Standard & Poor's B- rating.


SPECTRUM BRANDS: Launches Exchange Offer for 8-1/2% Senior Notes
----------------------------------------------------------------
Spectrum Brands Inc. has commenced its previously announced
offer to exchange any and all of the US$350 million in aggregate
principal amount outstanding of its 8-1/2% Senior Subordinated
Notes due Oct. 1, 2013, or the Existing Notes for new senior
subordinated notes due Oct. 2, 2013, or the New Notes.  In
conjunction with the Exchange Offer, the company is also
soliciting consents from the holders of the Existing Notes to
effect proposed amendments to the indenture for the Existing
Notes that would eliminate substantially all of the restrictive
covenants and certain events of default contained therein and a
waiver of certain alleged or existing defaults or events of
default under the indenture for the Existing Notes.  The
Exchange Offer will expire at 12:00 A.M. on April 13, 2007, and
the Consent Solicitation will expire at 5:00 P.M. on
March 29, 2007.

Holders validly tendering and not validly withdrawing Existing
Notes will receive US$950 in principal amount of New Notes for
each US$1000 principal amount of Existing Notes validly tendered
and accepted for exchange, plus accrued and unpaid interest on
such principal amount of Existing Notes up to, but not
including, April 1, 2007.  Subject to certain conditions, the
company will have the option to pay interest on the New Notes
entirely in cash or by increasing the principal amount of the
New Notes.  The New Notes will bear interest at an initial rate
of 11.00%, increasing to 11.25% on April 2, 2007 (or 11.75% if
interest is added to the principal amount of the New Notes), and
thereafter increasing semi-annually based on a specified
schedule and other provisions.  The New Notes will begin
accruing interest from and including April 1, 2007.  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.  The company
expects that the indenture for the New Notes will contain
similar restrictive covenants and substantially the same events
of default as those pertaining to the Existing Notes.

Holders of Existing Notes who deliver their consents to the
proposed amendments and waiver prior to the expiration of the
Consent Solicitation will also receive US$50.00 in principal
amount of New Notes per US$1000 principal amount of Existing
Notes for which consent is validly delivered (and not validly
revoked).  Holders who tender Existing Notes prior to the
expiration of the Consent Solicitation are required to consent
to the proposed amendments and waiver.

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 consummation of the Exchange Offer is subject to various
terms and conditions, including the refinancing of the company's
existing senior credit facility and customary conditions for an
exchange offer and consent solicitation.  The company will
complete an early exchange for Existing Notes tendered prior to
expiration of the Consent Solicitation as soon after the
expiration of the Consent Solicitation as the previously
announced refinancing of its senior credit facility occurs and
the other conditions to the Exchange Offer are satisfied or
waived.

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.

                        *     *     *

Fitch Ratings recently has affirmed the ratings of Spectrum
Brands, Inc. as:

     -- Issuer default rating 'CCC';
     -- Senior secured bank facility 'B/RR1'; and
     -- Senior subordinated debentures 'CCC-/RR5'.

The Rating Outlook has been revised to Negative from Stable.
Approximately US$2.38 Billion of debt is covered by these
actions.


SPECTRUM BRANDS: Fitch Affirms CCC Rating on Senior Bank Loan
-------------------------------------------------------------
Fitch Ratings has affirmed the its issuer default rating on
Spectrum Brands, Inc.  Fitch also affirmed its 'B/RR1' rating on
the firm's senior secured bank facility, and 'CCC-/RR5' rating
on the firm's senior subordinated debentures.

The Rating Outlook has been revised to Negative from Stable.
Approximately US$2.38 Billion of debt is covered by these
actions.

On March 12, 2007, Spectrum Brands announced that Goldman Sachs
and Bank of America will refinance the current bank facility.
The current bank facility consists of term loans of US$1.158
billion and up to US$300 million of revolving credit for a total
of US$1.458 billion at Dec. 31, 2006.  This facility is expected
to be refinanced by a new facility totaling US$1.65 billion,
which provides potentially US$192 million more in credit
availability.  The new bank facility is expected to be rated
'B/RR1' subject to final terms and conditions.  Spectrum Brands
also announced an exchange offer where the current holders of
the US$350 8.5% million senior subordinated notes due 2013 will
receive a Variable Rate Toggle Interest Pay-In-Kind senior
subordinated note with an interest rate that begins at 11% and
matures in 2013.  The new bank facility is expected to close on
March 30, 2007.  The initial settlement on the exchange offer is
expected on the same day.  When these facilities are closed,
Fitch expects to rate them the same as the existing facilities
being replaced if, as seen in the March 9 SEC filing, the new
bonds have similar indenture terms as the US$700 million 7 3/8%
notes and the terms and conditions of the new bank facility are
relatively the same except for pricing -- which is most likely
to be higher.

The rating reflects Spectrum Brands' high leverage with FFO
adjusted leverage of 9x as well as debt/EBITDA of 8.3x for the
last 12 months or LTM ending Dec. 31, 2006.  The company made
three major acquisitions since 2003 to lessen its dependence on
batteries.  The acquisitions were funded with debt and Spectrum
Brands became highly leveraged.  In August 2006, management
stated that they were uncomfortable with leverage and had
engaged Goldman Sachs to assist in selling assets to delever.
The company's credit metrics, diverse portfolio and minimal debt
amortizations are encapsulated in the 'CCC' IDR.

However, the Rating Outlook has been revised to Negative.  The
company's financial performance and credit protection measures
have shown a negative trend since 2004 and liquidity has
tightened at a time when the company is trying to restructure
operations.  The company's lessened liquidity limits its
competitiveness on a number of fronts, one of which was shown by
its need to obtain waivers to spend in front of the new
Remington shaver launch.  Importantly, the timing and proceeds
related to potential asset sales, which should increase
financial flexibility are uncertain as is the company's
potential scale and business lines.  It is noted that the Home &
Garden segment, which represented more than 30% of Spectrum
Brands' EBITDA, is slated for sale but that other asset sales
would be needed as well to reduce leverage.

Spectrum Brands last had positive organic volume growth during
FY04.  In FY05 and FY06 top line growth was derived from
acquisitions with F/X buttressing the top line in first quarter
of 2007.  For the most part, battery operations (34% of fiscal
year 2006 revenues) have been mired in zero or negative growth
on a quarter over quarter basis since second quarter 2005 --
though there was a strong retailer uptake with the 'more
performance, better price' re-launch in third quarter 2005 of
16%.  Much of the remaining issues within batteries appear to be
the result of the structural change in the European market but
it will take several quarters to address it.  Remington has
uneven performance.  The EBITDA margin has declined from 15% in
FYE04 to 11.5% at LTM Dec. 31, 2006, due to mix and commodity
pricing.  With leverage from acquisitions and declining margins,
FFO Adjusted Leverage rose from 5x to 9x in the similar period.

Of concern, is the marked decline in cash flow from operations,
which has declined by US$183 million to US$44.5 million at
fiscal year 2006.  After being free cash flow positive (cash
flow from operations less capital expenditures) since fiscal
year 2003, a negative US$15.8 million was recorded at fiscal
year 2006.  With the seasonal build-up in working capital and
despite very small capital expenditures for first quarter-2007,
free cash flow was negative US$78.4 million with LTM
Dec. 31, 2006, a negative US$86.4 million.  Debt balances
increased by US$103 million from the fiscal year-end and
revolving credit availability declined to US$138 million at
Dec. 31, 2006.  Given increased working capital requirements for
the Home & Garden in second quarter-2007, it is expected that
revolver availability will have declined even further.  At
present, except for the steady performance of Global Pet, which
itself just took a US$271 million impairment charge, there is
very little in the near term that would indicate a solid up-tick
is forthcoming in the rest of the businesses (excluding the
discontinued Home & Garden).  While the company continues to
restructure its operations, there is a cash component in the
short to medium term that will need funding.  Additionally, the
new facilities will add more debt service to an already
pressured cash flow.  If there are large unexpected shocks to
the business model, the company may not have the financial
flexibility to respond.

Fitch views the expected financing as positive in that it takes
away a legal uncertainty with the bondholders, the imminent
requirement for covenant waivers on the existing bank facility,
adds some limited liquidity and also buys time to complete the
transition.  With Goldman leading both the bank facility and the
asset sale process, it is expected that future covenants will
provide the appropriate flexibility to work through the
transition.  Additionally, the Home & Garden segment should also
provide cash throughout the Spring and Summer as it typically
does in its seasonal cycle.  However, the uneven business trends
and the need for some measure of brand support and investment in
working capital for the next seasonal build up in working
capital towards the holiday season will continue to pressure
liquidity and credit metrics in the medium term.

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.




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


* HAITI: Will Get Almost US$100 Mil. Economic Aid from Venezuela
----------------------------------------------------------------
Venezuela's President Hugo Chavez has offered Haiti almost
US$100 million aid to help the latter cope with its economic and
social problems, Cana News reports.

President Chavez explained to Cana News, "By helping Haiti
today, we are only giving back a small part of what we owe to
this country.  It's just a start."

Haiti helped Venezuela get independence from Spain in 1917, Cana
News relates, citing President Chavez.

Cana News underscores that in 1816, Venezuela received support
from Haitian president Alexandre Petion to go and free the
Venezuelan people.

Meanwhile, preferential terms benefited by Haiti in the
framework of the Venezuela's PetroCaribe program will help it
save over US$150 million per year, Cana News states, citing
Haitian officials.

                        *    *    *

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




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


JOCKEY INT'L: Gov't May Intervene to Prevent Plant Closure
----------------------------------------------------------
Barrington Grey, a member of parliament for Eastern Hanover in
Jamaica, has asked the government to intervene to try saving
Jockey International's plant in Sandy Bay, Radio Jamaica
reports.

The Jamaica Observer relates that almost 600 workers will be
dismissed at the end of September, when garment factory Jockey
International shuts down its Sandy Bay sewing plant.

Jockey International President and Chief Operating Officer
Edward Emma said in a release that the Sandy Bay plant has been
a good production site for Jockey's core cotton products since
1998, but due to a shift in consumer demand towards newer,
higher engineered non-cotton products, there is a need to
rebalance Jockey's internal production of core products.  Though
Jockey International's production levels have been adjusted as
part of the "rebalancing effort", the Jockey plant in Lucea,
Jamaica, will continue to produce core products.

Jockey International will transfer the Sandy Bay production to
its plants in Honduras and Costa Rica.  The firm will also boost
production with some sourcing partners in Central America, The
Observer says, citing Mr. Emma.

The Observer underscores that because of Sandy Bay plant's
planned closure, operations will also stop at Jockey
International's Millen, Georgia plant, where cloth is cut and
delivered to Sandy Bay.  The Millen plant's closure will lay off
about 60 workers.

According to Radio Jamaica, the workers were informed of the
pending closure on March 14 and were told not to report to work
on March 15 and 16.  They were also told that they will get
redundancy payments and other entitlements on the final day of
work.

However, Mr. Grey told Radio Jamaica, "I am calling on the
government to intervene in any way they can to see if they can
save the factory and also if they cannot save the factory to
provide work for these people or to see what they can do with
the factory space that is there so that these people can be able
to earn a bread.  This is another blow, another sign that we are
not holding our developers in the country.  The factory managers
said they are moving to Honduras and Costa Rica which seems to
be giving them better incentives."

Mr. Grey commented to Radio Jamaica that he was surprised at the
closure announcement because during a tour of the facility five
months ago he was assured that operations were running smoothly.
The workers were so commended by the management to say that they
were getting over 95% ratings for the good work they were doing.

The closure of the plant will also affect farmers who the plant
with crops, Radio Jamaica states, citing Mr. Grey.


NATIONAL WATER: Ignores Calls for Water, White Horses Locals Say
----------------------------------------------------------------
Residents of White Horses, St. Thomas, have claimed that the
National Water Commission of Jamaica ignored calls for water,
Radio Jamaica reports.

Radio Jamaica relates that the residents blocked a section of
the main road, airing out their complaint on the lack of piped
water.

The problem has been brought to the National Water's attention
several times, Harold Brown, the Councilor for the Division,
told Radio Jamaica.

However, the National Water denied the claims, saying that it
has been doing its best to get water to the residents, Radio
Jamaica notes.

The National Water Corporate Communications Manager Charles
Buchanan admitted to Radio Jamaica that it will be difficult for
residents to get water daily.

"In the attempt to provide trucked water to all the areas that
are being affected it means that the regularity with which we
will be able to come to any one area would not be as good as we
would want or we know they would want.  It is a challenge we are
working on and we are endeavoring to do our best so that we can
find a situation in which we are able to provide them with the
regularity of service that they are expecting," Mr. Buchanan
told Radio Jamaica.

                        *     *     *

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.


NATIONAL WATER: Losses US$1.21 Billion in 2006
----------------------------------------------
The National Water Commission of Jamaica incurred a US$1.21
billion loss in 2006, The Jamaica Gleaner reports.

According to The Gleaner, the National Water's revenues
increased US$1 billion in 2006, compared to 2005.  The company
expected that it will shave millions off that figure to improve
its deficit by 11% to US$1.076 billion in 2007.

A big portion of the loss is accounting charges connected to
yearly write downs of the value of the National Water's
expansive assets, as well as an unavoidable expense locked in
under a wage agreement seven years ago, The Gleaner says, citing
E.G. Hunter, the company's president.  He said that the loss was
mainly pension and depreciation costs and that it was mainly an
accounting loss.

The Gleaner relates that the National Water's depreciation,
financing and other charges increased to US$1.97 billion in
2006, compared to US41.74 billion in 2005.

The National Water told The Gleaner that it expects US$2.16
billion for the charges in 2007, about US$1 billion of which
appears to be depreciation charges.  The firm also predicts that
a boost in operating profit will offset some of the losses, for
a "final outturn" of a US$1.1-billion deficit -- a US$134-
million improvement on its deficit in 2005.

The report says that the National Water's operating earnings in
increased to US$764 million in 2006, from US$640 million in
2005.  Operating profit will grow to US$1.08 billion in 2007.

Mr. Hunter told The Gleaner that the National Water's revenues
will also increased to US$9.6 billion, from US$8.5 billion,
pushing up its operating profit margin to 11.3% from 9% in the
past two years.  The commission's assets -- valued at US$28.2
billion three years ago -- are currently estimated at US$30
billion, net of depreciation charges and gains from system
expansions.  About US$846 million of the total was the yearly
portion of pension payments to the firm's workers.

The Gleaner relates that the National Water had over US$6.9
billion liability for pensions as of March 2006, about US$2
billion of which is linked to retroactive retirement benefits
dating back to 1988.  The firm had initially opted out of
complying with the Jamaican finance ministry's directive to make
all public sector workers "pensionable," in recognition of the
International Year of the Worker.

The National Water explained at that time that while the
government funded capital projects undertaken by the National
Water, the latter was financing its wage bill from its own
resources and therefore not compelled to implement the new
policy, according to The Gleaner.

Figures from the finance ministry showed that the commission has
US$4.2 billion long-term liabilities in 2006, compared to
US$1.82 billion in 2005, The Gleaner relates.  The increase in
its borrowings was due to a change in policy in 2002, which
required the commission to assume responsibility for all loans
used to fund water projects, whether raised by or with the
assistance of the finance ministry through bilateral or
multilateral sources, or commercially by the National Water.

For funds borrowed by the government, the National Water must
sign a loan pact with the finance ministry assuming
responsibility for paying off the loan, The Gleaner states,
citing Mr. Hunter.

                        *    *    *

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.


SUGAR COMPANY: Gov't Agencies to Decide on Late Bids
----------------------------------------------------
Jamaica's agriculture and finance ministries will hold
discussions to decide on whether the late bids for the assets of
the Sugar Company of Jamaica should be accepted by the
divestment committee, Radio Jamaica reports.

As reported in the Troubled Company Reporter-Latin America on
Feb. 26, 2007, Minister Clarke said that at least five more
foreign firms showed interest in acquiring the assets of the
Sugar Company.  He said that the government was considering how
to facilitate the new interests, as the pre-qualification period
already ended.

Several proposals were received after the deadline for the
submission of offers, RJR News relates, citing Agriculture
Minister Roger Clarke.

"Even as we speak there is a group from Brazil right now, here,
that's looking at the estates and making their own evaluation.
And there was one that came in about two weeks ago or so that
had a very in-depth look.  These are people who... I wouldn't
want us to just throw [them] in the scrapheap, because I believe
they are very very serious about their [intention] to
participate in the industry.  And that's what we're looking
for," Minister Clarke commented to Radio Jamaica.

Sugar Company of Jamaica registered a net loss of almost US$1.1
billion for the financial year ended Sept. 30, 2005, 80% higher
than the US$600 million reported in the previous financial year.
Sugar Company blamed its financial deterioration to the
reduction in sugar cane production.  According to published
reports, the Jamaican government has taken responsibility for
the payment of the firm's debts.


* JAMAICA: May Intervene in Jockey International's Plant Closure
----------------------------------------------------------------
Barrington Grey, a member of parliament for Eastern Hanover in
Jamaica, has asked the government to intervene to try saving
Jockey International's plant in Sandy Bay, Radio Jamaica
reports.

The Jamaica Observer relates that almost 600 workers will be
dismissed at the end of September, when garment factory Jockey
International shuts down its Sandy Bay sewing plant.

Jockey International President and Chief Operating Officer
Edward Emma said in a release that the Sandy Bay plant has been
a good production site for Jockey's core cotton products since
1998, but due to a shift in consumer demand towards newer,
higher engineered non-cotton products, there is a need to
rebalance Jockey's internal production of core products.  Though
Jockey International's production levels have been adjusted as
part of the "rebalancing effort", the Jockey plant in Lucea,
Jamaica, will continue to produce core products.

Jockey International will transfer the Sandy Bay production to
its plants in Honduras and Costa Rica.  The firm will also boost
production with some sourcing partners in Central America, The
Observer says, citing Mr. Emma.

The Observer underscores that because of Sandy Bay plant's
planned closure, operations will also stop at Jockey
International's Millen, Georgia plant, where cloth is cut and
delivered to Sandy Bay.  The Millen plant's closure will lay off
about 60 workers.

According to Radio Jamaica, the workers were informed of the
pending closure on March 14 and were told not to report to work
on March 15 and 16.  They were also told that they will get
redundancy payments and other entitlements on the final day of
work.

However, Mr. Grey told Radio Jamaica, "I am calling on the
government to intervene in any way they can to see if they can
save the factory and also if they cannot save the factory to
provide work for these people or to see what they can do with
the factory space that is there so that these people can be able
to earn a bread.  This is another blow, another sign that we are
not holding our developers in the country.  The factory managers
said they are moving to Honduras and Costa Rica which seems to
be giving them better incentives."

Mr. Grey commented to Radio Jamaica that he was surprised at the
closure announcement because during a tour of the facility five
months ago he was assured that operations were running smoothly.
The workers were so commended by the management to say that they
were getting over 95% ratings for the good work they were doing.

The closure of the plant will also affect farmers who the plant
with crops, Radio Jamaica states, citing Mr. Grey.

                        *    *    *

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: Port Authority Hires Merrill to Help Restructure Debt
----------------------------------------------------------------
The Jamaican Port Authority has hired investment banker Merrill
Lynch to help restructure its US$17-billion debt and raise
capital to fund its expansion program, the Jamaica Gleaner
reports.

Port Authority spokesperson Pat Belinfanti told The Gleaner that
Merrill Lynch will be responsible for renegotiating and funding
cheaper sources of the money to reduce its expansion cost.

The Gleaner relates that Merrill Lynch was selected from four
local and eight international firms that tendered for the
contract.

"They were chosen as the PAJ [Port Authority] felt they had the
expertise to tap in the cheapest fund which will make
substantial reduction in the cost.  We were funding everything
internally without going out for debt."

The Gleaner notes that the National Contracts Commission already
endorsed a US$1.97-million contract to Merrill Lynch.  The Port
Authority said that the government will still sign the deal.

Figures from the Jamaican finance ministry indicated that the
Port Authority had long-term liabilities of US$13.4 billion in
2006, but projected that its borrowings would increase US$17
billion as of March 31, 2007, The Gleaner notes.  The
liabilities would have been increased by previous borrowings to
continue constructing the Kingston Container Terminal.  The
authority funds all its projects, occasionally requiring
government support of its loans with guarantees.

The port is undergoing its fifth phase of expansion, costing
about US$250 million, The Gleaner states.

                        *    *    *

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.




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


ADVANCED MARKETING: Panel Retains Traxi as Financial Advisors
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted permission to the Official Committee of Unsecured
Creditors in Advanced Marketing Services Inc. and its debtor-
affiliates' bankruptcy cases to employ Traxi LLC as its
financial advisors, effective as of Jan. 12, 2007.

As reported in the Troubled Company Reporter on Feb. 23, 2007,
the Committee selected Traxi LLC to serve as its financial
advisors because of the firm's experience and knowledge.  The
Committee also believed that Traxi is well qualified to
represent it in the Debtor' bankruptcy cases.

As the Creditors Committee's financial advisors, Traxi is
expected to:

    (a) provide financial analysis related to the proposed
        debtor- in-possession financing motion and other first
        day motions, including assistance in negotiations,
        attendance at hearings, and testimony;

    (b) review all financial information prepared by the Debtors
        or its consultants as requested by the Committee,
        including a review of the Debtors' financial statements
        as of the Petition Date showing in detail all assets and
        liabilities and priority and secured creditors;

    (c) monitor the Debtors' activities regarding cash
        expenditures, receivable collections, asset sales and
        projected cash requirements;

    (d) attend at meetings including the Committee, the Debtors,
        creditors, their attorneys and consultants, federal and
        state authorities, if required;

    (e) review the Debtors' periodic operating and cash flow
        statements;

    (f) review the Debtors' books and records for intercompany
        transactions, related party transactions, potential
        preferences, fraudulent conveyances and other potential
        prepetition investigations;

    (g) investigate any prepetition acts, conduct, property,
        liabilities and financial condition of the Debtors,
        their management, creditors including the operation of
        their business, and as appropriate, avoidance actions;

    (h) review any business plans prepared by the Debtors or
        their consultants;

    (i) review and analyze proposed transactions for which the
        Debtors seek Court approval;

    (j) assist in the Debtors' sale process, collectively or in
        segments, parts or other delineations, if any;

    (k) assist the Committee in developing, evaluating,
        structuring and negotiating the terms and conditions of
        all potential plans of reorganization;

    (l) estimate the value of the securities, if any, that may
        be issued to unsecured creditors under any the Plan;

    (m) provide expert testimony on the results of the
        Committee's findings;

    (n) analyze potential divestitures of the Debtors'
        operations;

    (o) assist the Committee in developing alternative Plans,
        including contacting potential Plan sponsors if
        appropriate; and

    (p) provide the Committee with other and further financial
        advisory services with respect to the Debtors, including
        valuation, general restructuring and advice with respect
        to financial, business and economic issues, as may arise
        during the course of the restructuring as requested by
        the Committee.

Traxi will be paid on an hourly basis, plus reimbursement of the
actual and necessary expenses that Traxi incurs in accordance
with the ordinary and customary rates, which are in effect on
the date the services are rendered, William Sinnott of Random
House, the Committee Chairperson, said.

Traxi's hourly rates are:

        Professional                      Hourly Rate
        ------------                      -----------
        Partners/Managing Directors     US$450 - US$525
        Managers/Directors              US$275 - US$425
        Associate/Analysts              US$125 - US$275

According to Mr. Sinnott, the charges set forth are based on
actual time charges on an hourly basis and based on the
experience and expertise of the professional involved.  The
hourly rates set forth are subject to periodic adjustments to
reflect economic and other conditions.

Anthony J. Pacchia, senior managing director and unit holder at
Traxi, assured the Court that Traxi represents no other entity
in connection with the Debtors' bankruptcy cases, is a
"disinterested person" as that 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.
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: Withdraws Move to Pay PGW Publisher Claims
--------------------------------------------------------------
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, notifies the United States Bankruptcy
Court for the District of Delaware that Advanced Marketing
Services Inc. and its debtor-affiliates have withdrawn their
request for authority to pay, in the ordinary course of
business, up to US$12 million in prepetition claims of
publishers who supply goods and credit critical to the continued
operation of Publishers Group West Incorporated's business.

Mr. Collins did not explain the reason for the Debtors'
decision.

As reported in the Troubled Company Reporter on Jan. 15, 2007,
the Debtors wanted to make the payments to minimize disruption
and possible "domino effect" of further insolvencies that could
be caused if PGW immediately ceased all payments with respect to
the PGW Publisher Claims.

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)


BALLY TOTAL: Moody's Dowgrades Corporate Family Rating to Caa3
--------------------------------------------------------------
Moody's Investors Service downgraded its corporate family rating
on Bally Total Fitness Holding Corp. to Caa3 from Caa1.  The
rating outlook remains negative.

Moody's also took these actions:

   -- US$235 million 10.5% senior unsecured notes (guaranteed)
      due 2011, downgraded to Caa3 (LGD 4, 51%)
      from Caa1 (LGD 4, 51%)

   -- US$300 million 9.875% senior subordinated notes due 2007,
      downgraded to Ca (LGD 5, 88%) from Caa3 (LGD 5, 88%)

   -- Probability of default rating, downgraded to Caa3
      from Caa1

The downgrade of Bally Total's credit ratings reflects:

   (i) the inability to timely file its 2006 Form 10-K with the
       U.S. Securities and Exchange Commission, which resulted
       in a default under its reporting obligation under its
       senior subordinated and senior note indentures;

   (ii) the announcement that Bally is considering whether or
        not it will make its next interest payments on its
        senior subordinated and senior notes in light of its
        current financial position;

   (iii) deterioration of cash collections of revenues and the
         prospect for further declines during the remainder
         of 2007; and

   (iv) decreasing liquidity.

Bally Total stated in its recent Form 12b-25 filed with the SEC
that it is unable to determine when it will file its 2006 Form
10-K because it has not yet completed the preparation of such
financial statements.  Bally Total identified potential errors
and assumption changes related to the accounting for deferred
revenues, which could cause a restatement of previously filed
financial statements.  Absent a waiver from the lenders under
its secured bank facility or its bondholders, Bally Total's
inability to file its Form 10-K could cause its obligations
under its credit facility and indentures to be declared
immediately due and payable as early as April 2007.  Bally Total
stated that if an acceleration of its obligations or an interest
payment default occurs, there is a substantial possibility the
company would seek or could be forced to reorganize its
operations under Chapter 11 of the US bankruptcy code.

Bally Total also stated in its recent Form 12b-25 that it is
attempting to restructure or otherwise address its obligations
under the senior subordinated notes in advance of their
maturity.  Bally Total may seek to achieve such a restructuring
by securing an infusion of cash, negotiating a consensual
exchange of the senior subordinated notes for shares of its
common stock, or a combination of the foregoing, among other
means.

The negative rating outlook anticipates a continued decline in
liquidity and financial performance and a possible Chapter 11
bankruptcy filing.

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.


BALLY TOTAL: Share Price Drops 62% on Likely Bankruptcy Reports
---------------------------------------------------------------
Shares of Bally Total Fitness Holding Corp. lost more than half
their value Friday, according to various news reports.  The
plunge was due to company's disclosure it was considering
bankruptcy as an option.

The company's stock plummeted 62%, or $1.24, to close at its
all-time low of 75 cents a share on the New York Stock Exchange.

                      Debt Outstanding

As reported in Friday's Troubled Company Reporter, the company
said that as of March 14, 2007, it had approximately US$827
million in debt outstanding, which includes approximately US$19
million in letters of credit.  Interest payments on the 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 disclosed that it was
exploring a broad range of options to restructure its debt
obligations and 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.

                         Filing Delay

The company further disclosed that it was unable to file its
Annual Report on Form 10-K for the year ended Dec. 31, 2006 by
and said that this inability to file will be a default under its
public note indentures.

                       Material Weakness

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.

                        About Bally Total

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.


DELTA AIR: Elects Airline Relief to Preserve Pension Plan
---------------------------------------------------------
Delta Air Lines Inc. had filed its election to obtain the
benefit of the pension funding relief provided in the Pension
Protection Act for its defined benefit retirement plan, which
covers its active and retired ground employees and flight
attendants.  Delta employees and retirees fought hard to
persuade Congress to include the alternative funding option in
the pension reform legislation signed by the president last
year.

"Delta employees and retirees were instrumental in championing
and fighting for pension legislation reform on Capitol Hill,
making it possible for us to preserve benefits earned by our
ground employees and flight attendants," Edward Bastian, Delta's
executive vice president and chief financial officer, said.
"Our ability to make this election and save this plan is a
tribute to their hard work and dedication."

Delta also had made a US$50 million voluntary contribution to
the plan.  "We made a commitment to our employees and retirees
that we would make this voluntary contribution prior to our
exit," Mr. Bastian said.  "With emergence less than 60 days
away, we're happy to be fulfilling that promise and look forward
to introducing a new, competitive retirement package upon exit."

The US$50 million contribution is in addition to the required
contributions that Delta will make under the funding schedule
authorized by the Pension Protection Act.  Under that funding
schedule, Delta expects to contribute an additional US$50
million during the remainder of 2007, and thereafter make
contributions that we expect will average about US$100 million
per year for the next several years.  Both the US$50 million
voluntary contribution and the ongoing required contributions
are included in Delta's business plan.

                      About Delta Air Lines

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.

                         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.


DELTA AIR: Wants to Enter Into Pratt & Whitney Agreement
--------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates seek the United
States Bankruptcy Court for the Southern District of New York's
authority:

   (a) for Delta Air Lines, Inc., to enter into certain
       agreements with United Technologies Corporation, Pratt &
       Whitney Division:

         (i) the PW2000 Material Management Program Agreement
             dated Feb. 21, 2007;

        (ii) the PW4000 Inventory Logistics Program Agreement
             dated Feb. 21, 2007;

       (iii) the Third-Party Customer PW2000 Parts Repair
             Agreement dated Feb. 21, 2007, with certain Pratt &
             Whitney subsidiary and affiliated repair units as
             set forth in the PW2000 PRA; and

        (iv) the General Terms Agreement for Maintenance
             Services dated Feb. 22, 2007; and

   (b) to assume a Letter Agreement dated Nov. 9, 2004 between
       Delta and Pratt & Whitney, as amended on March 1, 2007.

Delta entered into a Material Management Agreement with Pratt &
Whitney on March 29, 1996, in order to meet the ongoing engine
service requirements of its fleet.  Pursuant to the 1996 MMA,
Pratt & Whitney would supply on a cost per flight hour basis the
entire major gas path parts for the PW2000 and PW4000 engines
that power Delta's aircraft.

Since the Petition Date, Delta thoroughly examined all its
existing parts and materials management agreements, including
the 1996 MMA, to identify greater efficiencies and to lower
costs.  The analysis has involved several months of work by
Delta's management and financial advisors, including an
assessment of existing parts and materials management agreements
and potential alternatives to the agreements.

In March 2006, Delta, with the assistance of its advisor,
Mercer, Inc., prepared and distributed Requests for Proposals to
38 potential suppliers of engine parts and repair services for
PW2000, PW4000 and JT8D engines.  Thirty-five potential
suppliers responded with piece part and repair bids and two
potential suppliers responded with proposals for material
management programs.

After detailed discussions with Pratt & Whitney and negotiations
that spanned several months in connection with the RFPs, Delta
determined that Pratt & Whitney's offer on the PW2000 portion of
the material management program, including additional value-
added components that accompanied the offer, represented the
best value to Delta, Timothy E. Graulich, Esq., at Davis Polk &
Wardwell, in New York, relates.

The PW2000 MMPA appoints Pratt & Whitney as the exclusive
provider of certain PW2000 replacement parts required by Delta
for eligible engines.  The agreement provides for Delta's
payment for services at agreed rates on a per eligible engine
flight hour basis.

The PW4000 ILPA appoints Pratt & Whitney as the exclusive
provider of certain new and replacement parts for Delta's PW4000
engines.  To support Delta's efforts to reduce shop operating
costs, eliminate excess inventory, reduce labor requirements,
improve repair quality and establish a predictable cost
structure, Pratt & Whitney has agreed to provide Delta with on-
site program management, inventory logistics support and
delivery guarantees as set forth in the PW4000 ILPA.

Mr. Graulich asserts that the PW2000 MMPA and the PW4000 ILPA
will enhance the Delta's engine maintenance and repair
efficiency, reduce turnaround time and costs for its engines.

The PW2000 PRA will allow Delta to leverage and profit from its
expertise in engine repair when it services PW2000 engines,
owned or operated by third parties at its own facilities.  The
PW2000 PRA sets forth, among other things, the prices at which
Delta will make purchases from Pratt & Whitney in connection
with third-party repairs.

The GTA will allow Delta to leverage and profit from its
expertise in engine repair and sets forth the terms by which
Pratt & Whitney may subcontract with Delta for the maintenance
services of certain models of equipment.

Upon execution of the PW2000 MMPA and the PW4000 ILPA, Pratt &
Whitney and Delta agreed to terminate, effective Dec. 31, 2006,
the 1996 MMA with respect to the PW2000 and PW4000 engines.

The Debtors maintain that reaching agreement with Pratt &
Whitney and entering into the PW2000 MMPA, the PW4000 ILPA, the
PW2000 PRA and the GTA and assuming the Letter Agreement will
allow Delta to maintain its engines in an efficient and cost-
effective manner.

Mr. Graulich contends that entry into the Pratt & Whitney
Agreements will:

   (a) provide for millions in annual savings beginning
       January 2007;

   (b) contribute significant cash flows to the 2007 operating
       plan;

   (c) provide Delta with a market-leading maintenance cost
       position through its new PW2000 MMPA rate;

   (d) enable significant run-rate savings with lower
       operational and implementation risk than other
       alternatives considered; and

   (e) provide operational stability and total mitigation of
       program implementation risk.

             Reduction of Pratt & Whitney's Claims

Pratt & Whitney has agreed to provide Delta, upon execution of
the Agreements, with credits in the amount of US$12,000,000, in
consideration of:

    -- their business relationship with each other; and

    -- the expenses and costs incurred by Delta in connection
       with its ownership and operation of Pratt & Whitney
       engines on its aircraft.

Pratt & Whitney has also agreed to reduce its prepetition claim,
filed against Delta in the amount of US$24,400,643, by
US$16,117,584, which represents:

     * the US$7,281,514 prepetition claims related to the PW2000
       engines under the 1996 MMA;

     * the prepetition credits, valued at US$5,652,070, accrued
       under the Letter Agreement;

     * the US$2,460,000 prepetition claims related to part
       repairs performed by Pratt & Whitney and its affiliated
       companies for Delta under other agreements;

     * the remaining prepetition lease credits, valued at
       US$100,000, accrued under the 1996 MMA; and

     * the US$624,000 prepetition recalculation credits accrued
       under the 1996 MMA in relation to PW4000 engines.

Pratt & Whitney has also agreed to give Delta approximately
US$3,000,000 in postpetition lease credits.

As a result of Pratt & Whitney's reduction of the prepetition
claims, its total prepetition claim against Delta will be
reduced to US$8,283,059.

Delta and Pratt & Whitney have further agreed that, pursuant to
Section 553(a) of the Bankruptcy Code, Pratt & Whitney will
offset against its general unsecured claim the sum of
US$1,541,738, representing the maximum amount of warranty
credits that may have accrued prepetition and may be due from
Pratt & Whitney to Delta.  The claim will be deemed an Allowed
General Unsecured Claim for US$6,741,321, and will be deemed to
satisfy in full any obligation that Delta may have to:

   (a) cure any existing default or loss to Pratt & Whitney
       under the 1996 MMA, the Letter Agreement or any other
       prepetition agreement between Delta and Pratt & Whitney;
       or

   (b) take any other action required under the Bankruptcy Code
       as a condition precedent to the assumption of contracts.

              Pratt & Whitney's Reclamation Claim

Pratt & Whitney has asserted a US$3,603,746 administrative claim
against Delta on account of an asserted reclamation claim.
Delta, which disputed the amount, proposed that Pratt & Whitney
was entitled to an administrative claim amount of $152,404 on
account of the Asserted Reclamation Claim.

Delta and Pratt & Whitney have engaged in good-faith
negotiations to resolve the amounts owed as a result of the
Asserted Reclamation Claim.  The parties have agreed to reserve
their respective positions with respect to the Asserted
Reclamation Claim.

Once the amount of the Asserted Reclamation Claim is agreed by
the parties or resolved by the Court, Pratt & Whitney's Allowed
General Unsecured Claim will be reduced by any allowed amounts
arising from the Asserted Reclamation Claim.

                          About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines
-- http://www.delta.com/-- is the world's second-largest
airline in terms of passengers carried and the leading 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. 65; 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.


DELTA AIR: Committee Inks Second Amendment to SSI Engagement
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Delta Air
Lines, Inc., and its debtor-affiliates tells the U.S. Bankruptcy
Court for the Southern District of New York that it has entered
into a second amendment to the engagement letter with SSI
(U.S.), Inc., doing business as Spencer Stuart, to provide for
further modification to the terms of the firm's employment.

Specifically, the Second Amendment provides that in addition to
the US$350,000 previously paid to Spencer Stuart pursuant to
prior Court orders, the Debtors will make an additional payment
of US$50,000 for the firm's search for a non-executive
Chairperson for the Board of Reorganized Delta.

The process, the Creditors Committee relates, will involve
additional work performed by Spencer Stuart than was originally
contemplated when the Engagement Letter and the First Amendment
was negotiated.

Accordingly, the Creditors Committee asks the Court to approve
the second amendment to the terms of Spencer Stuart's
engagement.

The Debtors and the U.S. Trustee have no objection to the
application.

Delta Air Lines Inc. wants its chief executive officer and board
of director chairman jobs held by different people when it
emerges from Chapter 11, The Associated Press reports.

Currently, John F. Smith Jr., who is not employed as a Delta
executive, is the chairman of Delta's board.  Gerald Grinstein,
Delta's chief executive officer, is a member of the board.

Grinstein has previously said that he plans to step down as CEO
when Delta emerges from Chapter 11.

                          SSI Retention

As reported in the Troubled Company Reporter on Dec. 26, 2006,
the Committee obtained approval from the Court to retain SSI as
board search consultant, effective as of November 17, 2006,
pursuant to a letter of engagement dated November 17.

                         First Amendment

As reported in the Troubled Company Reporter on Feb. 28, 2007,
the Committee amended its engagement letter with SSI to provide
for certain limited modifications to the terms of the firm's
employment:

   (a) in addition to the US$200,000 paid to Spencer Stuart, the
       Debtors will be authorized to make a second payment of
       US$150,000; and

   (b) Spencer Stuart will be paid a minimum fee in the event
       that:

        * the Creditors Committee terminates the retention prior
          to the effective date of a plan of reorganization for
          Delta Air Lines, Inc.; or

        * fewer than five new members, excluding any existing
          member of the Board or any Delta employee, are
          recruited to the Board of Reorganized Delta.


                          About Delta Air

Headquartered in Atlanta, Georgia, Delta Air Lines
-- http://www.delta.com/-- is the world's second-largest
airline in terms of passengers carried and the leading 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. 65; 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.


DYNAMIC LEISURE: Appoionts Ed Jackson to Head Int'l Expansion
-------------------------------------------------------------
Dynamic Leisure Corp. appointed Ed Jackson, former President &
CEO of Runaway Tours, to head the company's expansion into
Mexico, Hawaii and the Pacific.  Dynamic Leisure's contracts
with American Airlines, Delta and Continental servicing these
routes, will provide the necessary capacity for us to grow its
presence in these destinations.

Mr. Jackson's career spans 36 years in the travel industry.
Most recently, he held the position of President & CEO of
Runaway for 28 years.  Mr. Jackson served as chairman of the
U.S. Tour Operators Association or USTOA from 2001 to 2003, and
is a pioneer in the industry for expanding FIT or Foreign
Independent Tour -- customized vacations for individuals --
programs throughout Mexico and Hawaii.  Runaway Tours serviced a
base of 10,000 Travel Agents prior to its closing in January
2006.

"Dynamic Leisure is fortunate to be able to have Ed Jackson as
part of its senior management team and to assist in the
company's growth and commitment to the agency community.  During
his tenure as Chairman of USTOA, Ed Jackson initiated major
changes to assist agents in selling superior products at
competitive prices.  Our partnership with Ed Jackson supports
our business plan and accelerates our expansion strategy into
Mexico and Hawaii.  With Mr. Jackson's network and
relationships, we anticipate that we will grow these
destinations quickly," said Nigel Osborne, Dynamic Leisure
Corporation, Executive VP & Chief Operations Officer.

Commenting on his appointment, Ed Jackson, said, "Dynamic
Leisure has a progressive business model that I believe can best
serve Travel Agents, while also addressing the complexities of
today's changing consumer leisure travel market."

Headquartered in Tampa, Florida, Dynamic Leisure Corp.
(OTCBB:DYLI) -- http://www.dylicorp.com/-- operates as an
international online travel package technology company.  It
provides packaged domestic and international vacations to travel
agencies and other travel resellers using proprietary packaging
computer software and broadband communication technology.  Its
featured destinations include the Caribbean, Mexico, and Europe,
as well as leisure U.S. destinations, such as Florida,
California, and Las Vegas.

                    Going Concern Doubt

Salberg & Company, PA, expressed substantial doubt about
Dynamic Leisure's ability to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2005.  The auditing firm pointed to the company's
losses, working capital deficit, accumulated deficit,
stockholders' deficit and loan defaults.


GRUMA SAB: Moody's Affirms Ba1 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service affirmed Gruma, S.A.B. de C.V.'s
senior unsecured and corporate family ratings at Ba1 but changed
the rating outlook to stable from positive.  The change in
outlook was prompted by softer than anticipated performance at
Gruma's important US tortilla and corn flour subsidiary (Gruma
Corp.) and weak near-term prospects for the company's Mexican
corn flour business (GIMSA), which is currently subject to a
limited ability to pass higher corn costs on to customers.

These ratings were affirmed:

   -- US$50 million 7.625% senior unsecured notes due
      October 2007, at Ba1

   -- Corporate family, at Ba1

Moody's does not rate Gruma's US$300 million 7.75% perpetual
notes, its US$250 million syndicated credit facility, or Gruma
Corp.'s US$100 million credit facility.

Gruma's Ba1 ratings balance the company's financial flexibility
to maintain solid credit metrics against the continued negative
free cash flow due to high capital expenditures, softer than
anticipated earnings trends at Gruma Corp. and weak business
prospects in Mexico.  In Mexico, Gruma has agreed to forego
passing on higher input costs to domestic corn flour consumers
until the end of April 2007, and may be requested by the Mexican
government to extend this voluntary 'price cap'.  The ratings
also reflect Gruma's franchise strength as Mexico's leading corn
flour producer and the largest tortilla and corn flour player in
the US, which is partly offset by the company's fairly narrow
product focus and modest profitability.

The stable outlook reflects our expectations:

   i) that GIMSA will be able to improve results due to lower
      costs of corn or a better price-cost relationship once
      the corn flour price cap voluntarily agreed upon with
      the Mexican government expires in late April,

   ii) that better performance at Gruma Corp. will somewhat
       compensate for weaker GIMSA results, and

   iii) that, if necessary, Gruma will sell Banorte shares to
        finance capital expenditures not covered by internal
        cash flows and to maintain credit metrics at currently
        solid levels.

Gruma, S.A.B. de C.V., based in Monterrey, Mexico, is one of the
world's largest tortilla and corn flour producers, with 2006
sales and reported EBITDA of about US$2.81 billion and US$265
million, respectively.


TOWER AUTOMOTIVE: Sells Greenville Facility for US$1.375 Million
----------------------------------------------------------------
The Honorable Allen L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York authorizes Tower Automotive,
Inc., and Tower Services, Inc., to sell real property located in
Greenville, Montcalm County, Michigan, to Greenville Tower, LLC,
for US$1,375,000, free and clear of liens, claims and
encumbrances.

Judge Gropper also approves their asset purchase agreement with
Greenville Tower.

The Greenville Facility includes all related buildings, fixtures
and improvements, de minimis equipment, and personal property.

Judge Gropper says the property to be sold will not include any
personal property that was manufactured by Fuji Technica, Inc.,
or any of its affiliates.

Fuji is a secured creditor of Tower Automotive, Inc., and Tower
Automotive Technology, Inc.  Fuji objected to proposed sale to
protect its lien on certain dies in the equipment to be sold.
Fuji also requested that any Court ruling authorizing the sale
provide that Fuji's liens attach to the proceeds.

Judge Gropper notes that as agreed by Tower Automotive and
Greenville Tower, the Purchase Agreement is revised to correct a
typographical error and to read that:

    * Greenville Tower will be given access to the Premises
      during normal business hours to perform an ASTM E1528
      Transaction Screen or an ASTM E1527 Phase I Site
      Assessment; and

    * Greenville Tower will pay the cost of the Environmental
      Assessment.

Judge Gropper further rules that each of the Debtors' creditors
is authorized and directed on or before the Closing to execute
the documents, and take all other actions as may be necessary to
release its Interests in or Claims against the Greenville
Facility, if any, as those Interests or Claims may have been
recorded or otherwise exist.

Because the expected proceeds from the proposed asset sale
exceed US$1,000,000, the sale is not subject to the Court's
ruling for the sale or abandonment of de minimis assets, Anup
Sathy, Esq., at Kirkland & Ellis LLP, in Chicago tells the
Court.

Mr. Sathy relates that the Greenville Facility is a 155,000-
square foot manufacturing facility located on 10 acres of land
in Greenville, Michigan.  R.J. Tower Corporation constructed the
original building in 1874 and there have been four subsequent
additions.

The Greenville Facility was used for casting iron products until
1955 when R.J. Tower entered the automobile market and began
using the building for metal stampings and welded assemblies.
The Debtors effectively acquired the Greenville Facility in
April 1993, and continued producing stampings and assemblies,
which were sold to its primary customer, Ford, and other Tier 1
suppliers.

In early 2006, in connection with their overall restructuring
strategy to reduce fixed costs by reducing and consolidating the
number of operating locations, the Debtors determined that the
work being performed at the Greenville Facility could be better
accommodated in existing floor space at its other manufacturing
plants.

In anticipation of shutting down the Greenville Facility, Tower
Automotive enlisted the assistance of the commercial real estate
firm CB Richard Ellis to assist it in locating potential
purchasers for the Facility.  The property was placed on the
market with an initial asking price of US$1,650,000.

CB Richard initiated an extensive marketing campaign for the
sale of the property on all levels: nationally, regionally,
statewide and at the local level, Mr. Sathy notes.

Despite the breadth of the Marketing Campaign, however, there
was little interest generated for the Facility.  The highest and
only bid received for the Greenville Facility was that of
Greenville Tower for US$1,375,000 -- equivalent to approximately
US$8.87 per square foot.

After arm's-length negotiations, Tower Automotive agreed to sell
the Greenville Facility to Greenville Tower for US$1,375,000,
pursuant to the terms and conditions of the Purchase Agreement.
The sale of the Greenville Facility is further contingent on the
Greenville Tower's ability to secure an acceptable lease on the
site within the Inspection Period, as defined by the Purchase
Agreement.

Pending the Court's approval of the Purchase Agreement, CB
Richard has continued to market the property.  As of
Feb. 15, 2007, no additional interest has been generated.

Furthermore, pursuant to the Purchase Agreement and the Listing
Agreement, upon closing, Tower Automotive is responsible for
paying a one-time fee to CB Richard equal to 6% of the Purchase
Price in consideration for CB Richard's postpetition services
rendered to Tower Automotive in connection with marketing the
Greenville Facility.

The Debtors submit that the transaction, as embodied in the
Purchase Agreement, is highly favorable and is in the best
interests of their estates and creditors.

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

         http://ResearchArchives.com/t/s?1b37

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).


* MEXICO: Dumps Suit Against Francisco Diaz's Working in HSBC
-------------------------------------------------------------
The public administration department of the Mexican government
said in a statement that it has withdrawn the conflict of
interest lawsuit it filed against former finance minister Jose
Francisco Gil Diaz's appointment to the board of HSBC Holdings.

Business News Americas relates that Mr. Diaz became an
independent non-executive director of HSBC Holdings on Jan. 2, a
month after resigning as the head of the Mexican finance
ministry.

According to BNamericas, Mr. Diaz then left his position at HSBC
Holdings on Feb. 28 for personal reasons.  He was appointed
president of Spanish telecommunications firm Telefonica's
Mexican unit.

The administration department told BNamericas that it decided to
withdraw the case after acquiring information from Secretaria de
Hacienda y Credito Publico de Mexico, the central bank, banking
regulator Comision Nacional Bancaria y de Valores and Grupo
Financiero HSBC Mexico.

                        *     *     *

As reported in the Troubled Company Reporter on April 17, 2006,
Standard & Poor's Ratings Services placed an mxBB+ long-term
rating with stable outlook on the state of Mexico.




=================
N I C A R A G U A
=================


* NICARAGUA: Venezuela Adds 15MW of Power to Ease Energy Crisis
---------------------------------------------------------------
Petroleos de Venezuela S.A., along with local technicians, have
installed additional power generators with a combined capacity
of 15 megawatts to help ease the energy crisis in Nicaragua.

The units are operating at the Las Brisas thermo plant in
Managua, Nicaragua, Business News Americas says, citing a
statement from Petroleos de Venezuela.

The same statement says another 45 megawatts will be added by
month-end from units at the Los Brasiles plant, also in Managua,
while a second phase would add another 60 megawatts.

The installation is in accordance with Venezuela's Petrocaribe
energy cooperation program.

                       *    *    *

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: Colombia May Ask U.S. to Extradite Officials
-------------------------------------------------------------
Colombia considers asking the United States to extradite
officials of Chiquita Brands International Inc. to face charges
that a former subsidiary paid money to illegal paramilitaries,
Reuters reports.

According to Reuters, Colombian prosecutors will determine if an
extradition request should be made against company executives
responsible for paying more than US$1.7 million to
paramilitaries.

Last week, Chiquita said in a plea agreement with the United
States Attorney's Office for the District of Colombia and the
National Security Division of the U.S. Department of Justice
that it will plead guilty to one count of engaging in
transactions with a specially-designated global terrorist, and
will pay a fine of US$25 million, payable in five equal annual
installments, with interest.

As reported in the Troubled Company Reporter on Mar. 14, 2007,
Chiquita and its operating subsidiary, Chiquita Brands L.L.C.,
entered into an amendment effective March 7, 2007, of their
credit agreement dated as of June 28, 2005, with a syndicate of
banks, financial institutions and other institutional lenders.

The Amendment addressed the treatment under the Credit Agreement
of a US$25 million charge for the potential settlement of a
contingent liability related to the U.S. Department of Justice's
investigation of the company in connection with payments made by
its former Colombian subsidiary.

               U.S. Department of Justice Probe

In a press statement dated Feb. 22, 2007, Chiquita disclosed
that in April 2003, the company's management and audit
committee, in consultation with the board of directors,
voluntarily disclosed to the U.S. Department of Justice that its
former 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 the voluntary disclosure, the Justice Department
undertook an investigation, including consideration by a grand
jury.  In March 2004, the Justice Department advised that, as
part of its criminal investigation, it would be evaluating the
role and conduct of the company and some of its officers in the
matter.  In September and October 2005, the company was advised
that the investigation was continuing and that the conduct of
the company and some of its officers and directors was within
the scope of the investigation.

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 the discussions, and
in accordance with the guidelines set forth in SFAS No. 5, the
company has recorded a reserve of US$25 million in its financial
statements for the quarter and year ended Dec. 31, 2006.

The amount reflects liability for payment of a proposed
financial sanction contained in an offer of settlement made by
the company to the Justice Department.  The US$25 million would
be paid out in five equal annual installments, with interest,
beginning on the date judgment is entered.  The Justice
Department has indicated that it is prepared to accept both the
amount and the payment terms of the proposed US$25 million
sanction.

According to the company, negotiations are ongoing, and there
can be no assurance that a plea agreement will be reached or
that the financial impacts of any such agreement, if reached,
will not exceed the amounts currently accrued in the financial
statements.  Furthermore, the company said that the agreement
would not affect the scope or outcome of any continuing
investigation involving any individuals.

In the event an acceptable plea agreement between the company
and the Justice Department is not reached, the company believes
the Justice Department is likely to file charges, against which
the company would aggressively defend itself.  The company is
unable to predict the financial or other potential impacts that
would result from an indictment or conviction of the company or
any individual, or from any related litigation, including the
materiality of such events.

                      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'.


* PANAMA: Barbadian Ambassador Asks Firms to Make Bids for Canal
----------------------------------------------------------------
Michael King, Barbados' ambassador in the United States, has
urged Barbadian companies to present bids for lucrative
construction contracts in the Panama Canal expansion, The Nation
Newspaper reports.

Mr. King commented to Midweek Nation, "Whereas at the beginning
of the 20th century our workers went as laborers to work on the
Panama Canal, I think that Barbados and other Caribbean
societies have developed to the extent that our companies can
come and bid on some of the contracts related to the expansion
of the canal which has been approved by the Panamanian people.
Panama represents some exciting opportunities for Caribbean
companies that are competitive, especially with the upcoming
expansion of the canal."

The Nation relates that Mr. King will attend the yearly general
assembly of the Organization of American States or OAS in Panama
City from June 3 to 5.  Foreign ministers, ambassadors and other
officials from throughout the Western Hemisphere will also be in
Panama to consider a wide range of issues, including:

          -- democracy,
          -- drug trafficking,
          -- migrants,
          -- energy,
          -- security,
          -- good governance, and
          -- economic and social development in the Caribbean
             and Latin America.

"This year's theme will focus on energy but as usual there will
be some private sector activities before the assembly begins,"
Mr. King told The Nation.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 14, 2006, Fitch Ratings affirmed the Republic of Panama's
long-term foreign currency Issuer Default Rating of 'BB+'.
Fitch also affirmed the sovereign's long-term local currency IDR
of 'BB+', the short-term foreign currency IDR of 'B' and the
country ceiling of 'BBB+'.  Fitch said the rating outlook is
stable.




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PHELPS DODGE: DBRS Cuts Freeport's Senior Notes Rating to B
-----------------------------------------------------------
Dominion Bond Rating Service downgraded the rating of Freeport-
McMoRan Copper & Gold Inc.'s Senior Unsecured Notes to B (high)
from BB (low) after the announcement by the company on
Mar. 14, 2007, that shareholders of Freeport and Phelps Dodge
Corporation have approved Freeport's US$25.9 billion acquisition
of Phelps.  The trend is Stable.  DBRS downgraded the rating on
Phelps' Senior Unsecured Notes to BB (low) from BBB.  The trend
is Stable.

New rating action:

Freeport-McMoRan

   Revolving Credit Facility BB(high)
   Term Loan A & B BB(high)
   Senior Secured Notes BB(high)
   Issuer Rating BB
   Senior Unsecured Notes B(high)
   cross-guarantees Senior Secured Notes BB(high)

Phelps Dodge

   Issuer Rating BB
   Senior Unsecured Notes BB(low)

DBRS is assigning to Freeport's Revolving Credit Facility, Term
Loan A & B and Senior Secured Notes ratings of BB (high) and an
Issuer rating of BB.  The trends are Stable.  DBRS is assigning
to Phelp's Senior Secured Notes a rating of BB (high) and an
Issuer Rating of BB.  The trends are Stable.  The ratings
recognize the combined companies' strengthened business profile.
However, DBRS notes this has been partially offset by the
weakening of the financial profile.  The transaction is expected
to close on Mar. 19, 2007. With these rating actions, Freeport
is removed from Under Review with Developing Implications and
Phelps is removed from Under Review with Negative Implications -
where they were placed on Nov. 20, 2006.

The acquisition strengthens the business profile of New
Freeport as it benefits from additional metal production,
additional operating assets, geographic diversification, scale,
additional reserves and development potential.  Stand-alone
Freeport is currently a one-mine company -- with its mining
asset located in Indonesia.  With the acquisition of Phelps, New
Freeport will operate 11 mines, thus reducing mine operational
risks substantially.  New Freeport will have operating mines in
four countries and a large development project.  Pro forma 2006
revenue by geography was 35% in the United States, 38% in
Indonesia, 22% in Chile and 5% in Peru. With approximately
3.6 billion pounds of copper production in 2006, New Freeport
would be the secondlargest copper producer in the world --
behind state-owned Corporacion Nacional del Cobre de Chile --
and the largest publicly traded copper mining company in the
world. Phelp's Tenke Fungurume development project, which is
located in the Democratic Republic of Congo, is believed to be
one of the largest undeveloped, high-grade copper/cobalt
projects in the world today.  The political risk profile of New
Freeport is reduced as mine production from Indonesia will be
reduced from 100% for stand-alone Freeport to approximately 40%
for New Freeport.

However, DBRS also notes that the acquisition weakens the
financial profile of New Freeport as its leverage increases
substantially.  Pro forma total debt for New Freeport is
US$17.6 billion, as at Dec. 31, 2006.  New Freeport's pro forma
per cent gross debt-to-capital is 63%, up from 22% for stand-
alone Freeport, as at Dec. 31, 2006.  New Freeport's pro forma
cash flow-to-total debt is approximately 0.4x, down from 2.6x
for stand-alone Freeport, for the 12 months ended Dec. 31, 2006.

Freeport is financing the acquisition with a five-year
US$1.5 billion revolving credit facility, a five-year US$2.5
billion senior secured Term Loan A, aseven-year US$7.5 billion
senior secured Term Loan B, eight-year senior unsecured notes
and ten-year senior unsecured notes.

DBRS notes that New Freeport will become the largest mining
company in North America by market capitalization.  For more
information on Freeport, please see DBRS's press release
published on Nov. 20, 2006, and rating report published on
April 26, 2006.

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.




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


COVENTRY HEALTH: Lays Down Agendas for Coming Investor Meetings
---------------------------------------------------------------
Coventry Health Care Inc. intends to discuss business
developments that have occurred since the February 9th earnings
conference call during investor meetings in the next two weeks.

These include:

     -- Concentra-related items, expected to generate
        incremental net earnings of US$0.03 per diluted share
        in 2007

     -- Early termination of Hart-Scott-Rodino review

     -- Acquisition now expected to close in April 2007


     -- Other operational items, expected to generate
        incremental net earnings of US$0.02 per diluted share
        in 2007

     -- New sale of 35,000 Medicare PFFS members (PEIA of WV)
        effective July 1, 2007

     -- Projected PFFS membership of 135,000 at year-end

     -- Loss of 35,000 State of Delaware commercial ASO members
        partially offset by a gain of 15,000 commercial ASO
        members in a Midwestern school board contract,
        both occurring in the third quarter

Furthermore, as previously disclosed, Coventry conducted these
capital structure activities in the first quarter of 2007:

     -- Called and retired US$170.5 million of its 8.125%
        2012 senior notes

     -- Conducted a share buyback of 4,000,000 shares
        at a cost of US$221.3 million

     -- Share buyback authorization was increased in the quarter
        and now stands at approximately 10.0 million shares
        as of March 15, 2007

     -- Placed US$400.0 million of 10-year senior notes
        at a coupon rate of 5.95%

Incorporating these events, Coventry is revising guidance as:

   Revised 2007 Full Year Guidance

     -- Risk revenues of US$8.10 billion to US$8.40 billion

     -- Management services revenues of US$1.12 billion
        to US$1.15 billion

     -- Consolidated revenues of US$9.22 billion
        to US$9.55 billion

     -- Consolidated medical loss ratio (MLR%) of 79.8% to 80.2%

     -- Consolidated selling, general, and administrative
        expenses of US$1.67 billion to US$1.71 billion

     -- Depreciation and amortization expense of
        US$127.0 million to US$133.0 million

     -- Investment income of US$105.0 million
        to US$115.0 million

     -- Interest expense of US$66.0 million to US$69.0 million

     -- Includes US$9.1 million charge for debt refinancing

     -- Tax rate of 37.8% to 38.2%

     -- Diluted share count of 157.0 million
        to 159.0 million shares

     -- Earnings per share on a diluted basis of US$3.92
        to US$3.98

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.  Moody's said 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.


DEVELOPERS DIVERSIFIED: Declares Preferred Share Dividends
----------------------------------------------------------
Developers Diversified has declared its first quarter 2007
Preferred Class H and Class I stock dividends.

   -- First Quarter Preferred Class H Stock Dividend:
      US$0.460938 per depository share

Each Class H Depositary Share is equal to one twentieth of a
share of Developers Diversified's 7.375% Class H Cumulative
Redeemable Preferred Stock.  This dividend covers the period
beginning on Jan. 15, 2007, and ending on April 14, 2007.  The
declared Preferred Class H Dividend is payable April 16, 2007,
to shareholders of record at the close of business on
March 30, 2007.

   -- First Quarter Preferred Class I Stock Dividend: US$0.46875
      per depository share

Each Class I Depositary Share is equal to one twentieth of a
share of Developers Diversified's 7.5% Class I Cumulative
Redeemable Preferred Stock.  This dividend covers the period
beginning on Jan. 15, 2007 and ending on April 14, 2007.  The
declared Preferred Class H Dividend is payable April 16, 2007,
to shareholders of record at the close of business on
March 30, 2007.

Based in Beachwood, Ohio, Developers Diversified Realty
Corp. (NYSE: DDR) -- http://www.ddr.com/-- owns or manages
approximately 800 operating and development retail properties in
45 states, plus Puerto Rico and Brazil, comprising approximately
162 million square feet.  Developers Diversified is a self-
administered and self-managed real estate investment trust
operating as a fully integrated real estate company, which
develops, leases and manages shopping centers.

The company elected to be treated as a Real Estate Investment
Trust under the Internal Revenue Code of 1986, as amended,
commencing with its taxable year ended Dec. 31, 1993.  As a real
estate investment trust, the company must meet a number of
organizational and operational requirements, including a
requirement that the company distribute at least 90% of its
taxable income to its stockholders.  As a real estate investment
trust the company generally will not be subject to corporate
level federal income tax on taxable income it distributes to its
stockholders.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Fitch Ratings affirmed Developers Diversified Realty
Corporation's BB+ preferred stock rating.


SANTANDER BANCORP: Earns US$10.1 Million in 2006 Fourth Quarter
---------------------------------------------------------------
Santander BanCorp reported its unaudited financial results for
the quarter and the year ended Dec. 31, 2006.  Net income for
the fourth quarter of 2006 reached US$10.1 million, compared to
net income of US$16.9 million reported during the fourth quarter
of 2005.  For the year ended Dec. 31, 2006, net income reached
US$43.2 million compared to US$79.8 million reported for the
same period in 2005.

Net interest margin on a tax equivalent basis increased by 51
basis points to 3.67% for the quarter ended Dec. 31, 2006,
compared to the fourth quarter of 2005.  For the year ended
Dec. 31, 2006, net interest margin on a tax equivalent basis
expanded by 61 basis points to 3.63%, compared to the same
period in 2005.

The US$6.8 million decrease in net income for the quarter ended
Dec. 31, 2006, was principally due to:

    (i) an increase in operating expenses of US$17.8 million (of
        which US$12.8 million relate to the Island Finance
        operation);

   (ii) a US$2.5 million decrease in net interest income after
        provision for loan losses,

  (iii) partially offset by a US$10.3 million increase in other
        income and a US$3.3 million decrease in income tax
        expense.

Increases in net interest income, provision for loan losses and
operating expenses were mainly due to the operations of
Santander Financial Services, Inc.

The US$36.6 million decrease in net income for the year ended
Dec. 31, 2006 was principally due to:

    (i) a decrease of US$11.8 million in gain on sale of
        securities (net of loss on extinguishment of debt);

   (ii) an increase in operating expenses of US$56.4 million
        comprised of US$44.4 million pertaining to the Island
        Finance operation, and US$10.4 million related to
        the personnel reduction program implemented during the
        third quarter of 2006;

  (iii) a US$5.9 million decrease in gain on sale of loans; and
        partially offset by an increase of US$18.4 in net
        interest income after provision for loan losses and a
        decrease in income tax expense of US$8.2 million.

The increase in net interest income, provision for loan losses
and operating expenses during the period is primarily associated
with the Island Finance operation.

During the fourth quarter of 2006, the Corporation sold to an
unaffiliated third party the servicing rights with respect to
the following Trust Division accounts: personal trusts,
customers employee benefit plans, guardianship accounts,
insurance trusts, escrow accounts, and securities custody
accounts.  No gain or loss was recognized on this transaction.
The Trust Division will focus its efforts on the transfer &
paying agent and IRA's accounts services.

                         Financial Results

The Corporation's financial results for the quarter and the year
ended Dec. 31, 2006, were impacted by the following:

   * The Corporation experienced a net interest margin expansion
     of 51 basis points including the Island Finance business
     and a 44 basis point reduction excluding Island Finance,
     for the quarter ended Dec. 31, 2006, versus the same period
     in the prior year.  For the year ended Dec. 31, 2006, the
     Corporation's net interest margin increased 61 basis points
     including the Island Finance business and decreased 22
     basis points excluding Island Finance, when compared to the
     same period in 2005.  The reduction in the Corporation's
     net interest income excluding Island Finance was mainly
     impacted by the settlement of approximately US$910 million
     in commercial loans secured by mortgages in November 2005
     and May 2006, that had a net spread of approximately 1.5%.
     In May 2006 the Corporation settled US$608.2 million in
     loans to Doral Financial Corporation that resulted in a
     charge-off of US$5.3 million.  In November 2005, the
     Corporation settled US$301.3 million in commercial loans
     secured by mortgages to R&G Financial Corporation that
     resulted in a termination penalty payment of US$6.0 million
     to the Corporation.

   * For the quarter ended Dec. 31, 2006, non-interest income
     increased US$10.3 million primarily due to: a gain on sale
     of an FDIC assessment credit of US$1.9 million, increases
     in Island Finance revolving loan annual fees of US$1.7
     million, trading gains of US$1.3 million, gain on sale of
     loans of US$1.8 million, insurance fees of US$4.4 million,
     mortgage servicing rights recognized of US$0.8 million and
     technical assistance fees to affiliates of US$0.6 million.
     Non-interest income decreased US$6.9 million during the
     year ended Dec. 31, 2006, compared with the same period in
     the prior year, mainly due to a decrease in gain on sale of
     securities (net of the loss on extinguishment of debt) of
     US$11.8 million, a decrease in gain on sale of loans of
     US$5.8 million, a decrease in gain (loss) on derivative
     transactions of US$2.4 million and lower recognition of
     mortgage servicing rights of US$1.0 million partially
     offset by higher insurance fees of US$4.4 million, bank
     service charges and other fees of US$6.8 million, gain on
     sale of trading securities of US$1.0 million and a gain
     sale of an FDIC assessment credit of US$1.9 million
     (included in other income).

   * The Corporation experienced an increase in operating
     expenses related to the Island Finance operation and to a
     personnel reduction program.  Excluding the Island Finance
     operation and expenses related to the personnel reduction
     program, operating expenses increased by US$4.5 million or
     8.1% and US$1.4 million or 0.7%, respectively, for the
     quarter and the year ended Dec. 31, 2006.  The increase for
     the quarter ended Dec. 31, 2006, is mainly due to an
     increase in US$0.9 in pension expense due to a plan
     curtailment, personnel reduction expenses of US$0.7
     million, long term incentive plan expense of US$0.8 million
     and an increase in EDP servicing, amortization and
     technical services of US$2.2 million.

   * A personnel reduction program, including an early
     retirement plan, was implemented at Banco Santander Puerto
     Rico, the company's banking subsidiary, resulting in a
     reduction in personnel with estimated annual savings of
     aspproximately US$6 to US$8 million.  The after-tax cost of
     the program was US$0.7 million and US$10.4 million,
     respectively, for the quarter and for the year ended
     Dec. 31, 2006.  In addition, during the last quarter of
     2006 the Corporation froze its defined benefit pension
     plan, recognizing a loss of US$0.9 million on plan
     curtailment related to unrecognized prior service costs.
     The Corporation also recognized US$0.8 million pursuant to
     a Long Term Incentive Plan to certain employees.

   * The Corporation's income tax expense decreased US$3.3
     million and US$8.2 million for the three and twelve month
     periods ended Dec. 31, 2006, respectively.  These decreases
     were due to lower net income before tax.  The effective
     income tax rate was 34.3% for the year ended Dec. 31, 2006,
     versus 27.8% for the same period in 2005.  The increase in
     the effective rate was due to lower exempt income in 2006,
     more favorable tax rates on capital gains transactions in
     2005 and the special income taxes imposed by the Government
     of Puerto Rico for taxable year 2006.

   * The Corporation grew its net loan portfolio by 16.8% year
     over year, excluding the acquisition of the Island Finance
     loan portfolio and the settlement of the commercial loans
     secured by mortgages.  Residential mortgage production for
     the quarter increased by 27.9% over the same period in the
     previous year to US$244.5 million.

Net income for the quarter ended Dec. 31, 2006, was US$10.1
million or US$0.22 per common share compared to net income for
the quarter ended Dec. 31, 2005, of US$16.9 million or US$0.36
per common share.  Annualized Return on Average Common Equity
and Return on Average Assets were 6.86% and 0.44%, respectively,
for the quarter ended Dec. 31, 2006, compared to 11.51% and
0.80%, respectively, for the fourth quarter of 2005.  The
Efficiency Ratio for the quarters ended Dec. 31, 2006 and 2005
was 65.66% and 63.00%, respectively.

Net income for the year ended Dec. 31, 2006, was US$43.2 million
or US$0.93 per common share compared to net income for the year
ended Dec. 31, 2005, of US$79.8 million or US$1.71 per common
share.  Annualized Return on Average Common Equity and Return on
Average Assets were 7.66% and 0.49%, respectively, for the year
ended Dece. 31, 2006, compared to 13.85% and 0.96%,
respectively, for the year ended Dec. 31, 2005.  The Efficiency
Ratio(2) for the year ended Dec. 31, 2006 and 2005 was 66.84%
and 62.97%, respectively.

                         Income Statement

The US$6.8 million or 40.4% reduction in net income for the
quarter ended Dec. 31, 2006, compared to the same period in 2005
was principally due to increases in the provision for loan
losses of US$16.7 million and operating expenses of US$17.8
million.  These changes were partially offset by increases in
net interest income of US$14.2 million and US$10.3 million in
non-interest income, as well as a decrease in the provision for
income tax of US$3.3 million.

Net interest margin for the fourth quarter of 2006 was 3.67%
compared with 3.16% for the fourth quarter of 2005.  This
increase of 51 basis points in net interest margin was mainly
due to an increase of 171 basis points in the yield on average
interest earning assets and an increase in average interest
earning assets of US$553.8 million, primarily as a result of the
acquisition of the assets of Island Finance on Feb. 28, 2006.
There was an increase of 124 basis points in the average cost of
interest bearing liabilities and an increase in average interest
bearing liabilities of US$688.0 million.  Interest income
increased US$45.0 million or 36.4% during the fourth quarter of
2006 compared to the same period in 2005, while interest expense
also increased US$29.7 million or 49.1%.

For the fourth quarter of 2006, average interest earning assets
increased US$553.8 million or 7.0% and average interest bearing
liabilities increased US$688.0 million or 10.0% compared to the
same period in 2005.  The increment in average interest earning
assets compared to the fourth quarter of 2005 was driven by an
increase in average net loans of US$644.4 million, which was
partially offset by a decrease in average investments of US$52.4
million and average interest bearing deposits of US$38.2
million.  The increase in average net loans was due to an
increase of US$515.9 million or 24.4% in average mortgage loans
as a result of the Corporation's continued emphasis on growing
this portfolio by strengthening its residential mortgage
production capabilities.  There was also an increase of US$664.2
million or 119.6% in the average consumer loan portfolio as a
result of the acquisition of Island Finance.  These increases
were partially offset by a decrease in the commercial loan
portfolio of US$504.9 million or 14.7% due to the settlement
with Doral of US$608.2 million of commercial loans secured by
mortgages during the second quarter of 2006 and the settlement
with R&G of US$301.3 million of commercial loans secured by
mortgages during the fourth quarter of 2005.  Excluding the
settlement of the loans with Doral and R&G, the average
commercial loan portfolio grew US$326.1 million or 12.5%.

The increase in average interest bearing liabilities of US$688.0
million for the quarter ended Dec. 31, 2006, was driven by an
increase in average borrowings of US$560.2 million compared to
the quarter ended Dec. 31, 2005.  This increase was due to an
increase in borrowings of US$614.3 million incurred in
connection with to the acquisition of Island Finance and the
refinancing of other existing debt of the Corporation, an
increase in average FHLB Advances of US$58.1 million partially
offset by reductions in average repurchase agreements of US$94.0
million and average commercial paper of US$18.1 million.

For the year ended Dec. 31, 2006, net income decreased US$36.6
million or 45.9% compared to 2005 due to increases in the
provision for loan losses of US$45.2 million and in operating
expenses of US$56.4 million, together with a decrease of US$6.9
million in non-interest income, partially offset by an increase
in net interest income of US$63.6 million and a decrease in
provision for income tax of US$8.2 million.

For the year ended Dec. 31, 2006, net interest margin was 3.63%
compared with 3.02% for the same period in 2005.  This increase
of 61 basis points in net interest margin was mainly due to an
increase of 187 basis points in the yield on average interest
earning assets primarily as a result of the acquisition of the
assets of Island Finance.  There was an increase of 133 basis
points in the average cost of interest bearing liabilities.
Interest income increased US$176.6 million or 39.2% during the
year ended Dec. 31, 2006, compared to 2005, while interest
expense increased US$115.1 million or 54.2% over the same
period.

For the year ended Dec. 31, 2006, average interest earning
assets increased US$380.6 million or 4.8% and average interest
bearing liabilities increased US$549.2 million or 8.0% compared
to the same period in 2005.  The increment in average interest
earning assets compared to the year ended Dec. 31, 2005, was
driven by an increase in average net loans of US$567.8 million,
which was partially offset by decreases in average investment
securities and average interest bearing deposits of US$103.6
million and US$83.6 million, respectively.  The increase in
average net loans was due to an increase of US$538.2 million or
28.5% in average mortgage loans as a result of the Corporation's
continued emphasis of growing this portfolio by strengthening
its residential mortgage production capabilities.  There was
also an increase of US$590.2 million or 115.5% in the average
consumer loan portfolio as a result of the acquisition of Island
Finance.  These increases were partially offset by a decrease in
the commercial loan portfolio of US$541.1 million or 15.3% due
to the settlement with Doral of US$608.2 million of commercial
loans secured by mortgages during the second quarter of 2006 and
the settlement with R&G of US$301.3 million of commercial loans
secured by mortgages during the fourth quarter of 2005.
Excluding the settlement of the loans with Doral and R&G, the
average commercial loan portfolio grew US$426.3 million or
16.6%.

The provision for loan losses increased US$16.7 million or
333.4% from US$5.0 million for the quarter ended Dec. 31, 2005,
to US$21.7 million for the fourth quarter in 2006 and US$45.2
million or 221.5% from US$20.4 million for the year ended
Dec. 31, 2005, to US$65.6 million for the year ended
Dec. 31, 2006.  The increase in the provision for loan losses
was due primarily to the Island Finance operation, which
registered a provision for loan losses of US$15.7 million and
US$43.2 million for the quarter and ten months (from
acquisition) ended Dec. 31, 2006.

For the quarter ended Dec. 31, 2006, non-interest income reached
US$35.4 million compared to US$25.1 million reported for the
same period in 2005.  This US$10.3 million or 40.9% increase in
non-interest income for the fourth quarter of 2007 compared to
the same period in 2005, was mainly due to:

   -- a gain on sale of an FDIC assessment credit of US$1.9
      million;
   -- increases in bank service charges, fees and other of
      US$2.8 million;
   -- trading gains of US$1.3 million;
   -- gain on sale of loans of US$1.8 million;
   -- broker-dealer, asset management and insurance fees of
      US$1.4 million;
   -- mortgage servicing rights recognized of US$0.8 million;
      and
   -- technical assistance fees to affiliates of US$0.6 million.

For the year ended Dec. 31, 2006, non-interest income decreased
US$6.9 million or 5.5% compared to the same period in 2005.
This decrease was due to lower gains on sale of securities (net
of the loss on extinguishments of debt) of US$11.8 million and
lower gain on sale of loans of US$5.9 million.  There was a loss
on derivatives in 2006 of US$0.5 million compared to a gain in
2005 of US$2.0 million, due primarily to a loss on valuation of
mortgage loans available for sale of US$1.2 million in 2006.
Insurance fees reflected an increase of US$4.4 million due
primarily to the effect of the Island Finance operation on the
insurance operations for the period.  Bank service charges, fees
and other increased US$6.8 million, or 16.1% for the year ended
Dec. 31, 2006.  These increases were primarily in fees on
deposit accounts, credit cards, mortgages, trust fees and
account analysis.  The Corporation recognized a gain on sale of
an FDIC assessment credit of US$1.9 million during the fourth
quarter of 2006.

For the quarter and the year ended Dec. 31, 2006, the efficiency
Ratio was 65.66% and 66.84%, respectively, reflecting increases
of 266 and 387 basis points, respectively compared to Efficiency
Ratios of 63.00% and 62.97% for the three and twelve month
periods ended Dec. 31, 2005.  These increases were mainly the
result of higher operating expenses during the quarter and the
year ended Dec. 31, 2006, resulting in part from expenses
related to a personnel reduction program.  Payments pursuant to
the personnel reduction program reached US$0.7 million and
US$10.4 million for the quarter and the year ended
Dec. 31, 2006, respectively.  Excluding these personnel
reduction expenses, the Efficiency Ratio for the three and
twelve month periods ended Dec. 31, 2006, was 63.99% and 63.96%,
a 99 basis point increase for both the quarter and the year
ended Dec. 31, 2006, respectively compared to the same periods
in 2005.  In addition, during the fourth quarter of 2006,
operating expenses were impacted by a pension plan curtailment
pursuant to the Corporation's decision to freeze its defined
benefit pension plan, resulting in the recognition of an
additional expense of US$0.9 million.  The Corporation also
recognized US$0.8 million pursuant to a Long Term Incentive Plan
to certain employees.  This plan is sponsored by the
Corporation's parent company, Banco Santander Central Hispano,
S.A., and consists of a target cash bonus to participating
employees based on the value and earnings of the shares of
Santander.  The Corporation is accruing the bonus, which will be
paid by the Parent Company and such payment will be reflected in
the Corporation's capital when the target cash bonuses are paid.

Operating expenses increased US$17.8 million or 32.2% from
US$55.4 million for the quarter ended Dec. 31, 2005, to US$73.3
million for the quarter ended Dec. 31, 2006.  This increase was
due primarily to the Island Finance operation, which reflected
operating expenses of US$12.8 million for the quarter ended
Dec. 31, 2006.  During the fourth quarter of 2006 there were
increases in salaries and employee benefits of US$7.5 million
together with an increase in other operating expenses of US$10.3
million.  Island Finance salaries and employee benefits for the
quarter ended Dec. 31, 2006, were US$6.0 million and other
operating expenses were US$6.7 million.  Excluding Island
Finance expenses, operating expenses for the fourth quarter of
2006 compared to the same period in 2005 reflected an increase
of US$5.1 million or 9.3% comprised of an increase in personnel
expenses of US$1.5 million and an increase in non-personnel
expenses of US$3.6 million.  The increase in personnel expenses,
excluding Island Finance, for the fourth quarter of 2006
compared to the fourth quarter of 2005 was due to an increase of
US$0.9 million in pension expense due to a plan curtailment,
personnel reduction expenses of US$0.7 million and an increase
of US$0.8 million in deferred compensation pursuant to the long
term incentive plan.  These increases were partially offset by
an increase in costs deferred to originate loans of US$0.7
million.  The US$3.6 million increase in non-personnel expenses
(excluding Island Finance expenses) was primarily due to
increases in EDP servicing, amortization and technical services
of US$2.2 million, other taxes of US$0.7 million, business
promotion and repossessed assets provision and expenses of
US$0.5 million each.

For the year ended Dec. 31, 2006, operating expenses increased
US$56.4 million or 25.5% from US$221.4 million for the year
ended Dec. 31, 2005 to US$277.8 million for the same period in
2006.  This increase was due to operating expenses of Island
Finance of US$44.5 million and expenses related to a personnel
reduction program of US$10.4 million in 2006.  Island Finance
salaries and employee benefits were US$21.1 million for the ten
months (since acquisition) ended Dec. 31, 2006, and other
operating expenses were US$23.4 million.  Excluding Island
Finance expenses and expenses related to personnel reductions,
operating expenses reflected an increase of US$1.5 million or
0.7% for the year ended Dec. 31, 2006, compared to Dec. 31,
2005, comprised of a decrease in personnel expenses of US$4.8
million and an increase in non- personnel expenses of US$6.3
million.  Decrease in personnel expenses was due mainly due to
decreases in accruals for performance compensation of US$4.4
million and US$1.5 million in temporary personnel, partially
offset by an increase of US$0.9 million in the pension plan
expense due to plan curtailment.  The increase in non-personnel
expenses was due to increases of US$4.1 million in EDP servicing
amortization and technical services, US$1.5 million in credit
card expenses and US$1.0 million in other taxes.

                          Island Finance

On Feb. 28, 2006, the Corporation acquired substantially all the
assets and business operations in Puerto Rico of Island Finance.
As a result of this acquisition the Corporation increased its
presence throughout Puerto Rico to 131 branches due to Island
Finance's extensive branch network, and also diversified and
increased its loan portfolio, consumer client base and improved
its net interest margin.

                           Balance Sheet

Total assets as of Dec. 31, 2006, increased US$916.2 million or
11.1% to US$9.2 billion compared to total assets of US$8.3
billion as of Dec. 31, 2005.  As of Dec. 31, 2006, there was an
increase of US$881.8 million in net loans, including loans held
for sale compared to Dec. 31, 2005 balances.  The investment
securities portfolio decreased US$141.0 million, from US$1.6
billion as of Dec. 31, 2005, to US$1.5 billion as of
Dec. 31, 2006.

The net loan portfolio, including loans held for sale, reflected
an increase of 14.8% or US$881.8 million, reaching US$6.8
billion at Dec. 31, 2006, compared to the figures reported as of
Dec. 31, 2005.  The mortgage loan portfolio at December 31, 2006
grew US$507.0 million or 23.6% compared to Dec. 31, 2005.
Mortgage loans originated during the fourth quarter of 2006
reached US$244.5 million or 27.9% more than the same quarter
last year.  Mortgage loans originated during the year ended
Dec. 31, 2006, reached US$911.6 million or 21.9% more than the
same period last year.  Construction loans increased US$221.5
million or 103.6% as of Dec. 31, 2006, compared to
Dec. 31, 2005.  The consumer loan portfolio also reflected
growth of US$664.3 million or 117.1%, as of Dec. 31, 2006,
compared to Dec. 31, 2005, due primarily to the acquisition of
Island Finance.  The commercial loan portfolio decreased
US$249.5 million or 7.5% compared to Dec. 31, 2005, as a result
of the settlement of commercial loans secured by mortgages with
Doral during the second quarter of 2006.

Deposits of US$5.3 billion at Dec. 31, 2006, reflected an
increase of 1.7%, compared to deposits of US$5.2 billion as of
Dec. 31, 2005.  Total borrowings at Dec. 31, 2006 (comprised of
federal funds purchased and other borrowings, securities sold
under agreements to repurchase, commercial paper issued, and
term and capital notes) increased US$742.3 million or 33.6%
compared to borrowings at Dec. 31, 2005.

The increase in borrowings was due to debt of US$725 million
incurred pursuant to the acquisition of Island Finance, the
refinancing of other existing debt of the Corporation and the
private placement of US$125 million Trust Preferred Securities
classified as borrowings in the consolidated financial
statements.  In December 2006, the Corporation and Santander
Financial Services, entered into a Bridge Facility Agreement
with National Australia Bank Limited.  The proceeds of the
Agreement were used to refinance the outstanding indebtedness
incurred in connection with the previously announced amended and
restated loan agreement with Lloyds TBS Bank plc and for general
corporate purposes.  Under the Agreement, the Corporation and
Santander Financial had available US$275 million and US$525
million, respectively, all of which was drawn. The amounts drawn
under the Agreement bear interest at an annual rate equal to the
applicable LIBOR rate plus 0.10% per annum.  Pursuant to the
Agreement, the company and Santander Financial will pay the
Lender a facility fee of 0.02% of the principal amount of the
Loan within three days of the execution of the Agreement.  The
entire principal balance of the Loan is due and payable on
Sept. 21, 2007.  The Loan is guaranteed by Santander, the parent
of the Corporation. The Corporation will pay Santander a
guarantee fee equal to 10 basis points (0.1%) of the principal
amount of the Loan.

                        Financial Strength

Non-performing loans to total loans as of Dec. 31, 2006, was
1.54%, a 32 basis point increase compared to the 1.22% reported
as of Dec. 31, 2005.  Non-performing loans at Dec. 31, 2006,
amounted to US$106.9 million comprised of Island Finance non-
performing loans of US$24.7 million and US$82.1 million of non-
performing loans of the Bank.  The Corporation's non-performing
loans (excluding Island Finance non-performing loans) reflected
an increase of US$8.4 million or 11.5% compared to non-
performing loans as of Dec. 31, 2005.  The increase of non-
performing loans (excluding Island Finance non-performing loans)
is principally due to non-performing residential mortgages,
which increased US$6.0 million, when compared to Dec. 31, 2005.

Island Finance loans acquired pursuant to the Asset Purchase
Agreement on Feb. 28, 2006, are subject to a guarantee by Wells
Fargo of up to US$21.0 million (maximum reimbursement amount)
for net losses in excess of US$34.0 million, occurring on or
prior to the 15th month anniversary of the acquisition.  The
Corporation is provided with an additional guarantee of up to
US$7.0 million for net losses incurred in the acquired loan
portfolio in excess of US$34.0 million during months 16 to 18 of
the anniversary, subject to the maximum aggregate reimbursement
amount of US$21.0 million.  As of Dec. 31, 2006, the Corporation
had US$12.8 million remaining under this guarantee.

The allowance for loan losses represents 1.54% of total loans as
of Dec. 31, 2006, a 43 basis point increase over the 1.11%
reported as of Dec. 31, 2005.  The allowance for loan losses to
total loans excluding mortgage loans as of Dec. 31, 2006, was
2.49% compared to 1.73% at Dec. 31, 2005.  The allowance for
loan losses to total non-performing loans at Dec. 31, 2006,
increased 929 basis points to 100.01% compared to 90.72% at
Dec. 31, 2005.  This increase was the result of a 59.9% increase
in the allowance for loan losses from US$66.8 million as of
Dec. 31, 2005, to US$106.9 million as of Dec. 31, 2006.
Excluding non-performing mortgage loans (for which the company
has historically had a minimal loss experience) this ratio is
235.8% at Dec. 31, 2006, compared to 235.5% as of Dec. 31, 2005.

As of Dec. 31, 2006, total capital to risk-adjusted assets (BIS
ratio) reached 10.93% and Tier I capital to risk-adjusted assets
and leverage ratios were 7.87% and 5.81%, respectively.

                     Customer Financial Assets
                           Under Control

As of Dec. 31, 2006, the company had US$14.2 billion in Customer
Financial Assets under Control.  Customer Financial Assets under
Control include bank deposits (excluding brokered deposits),
broker-dealer customer accounts, mutual fund assets managed, and
trust, institutional and private accounts under management.
Included in the US$14.2 billion, approximately US$1.2 billion
from the trust business recently sold would be transferred
either to the acquiring financial institution or any other
institution that the trust client elects during the first
semester of 2007.

                         Shareholder Value

During the quarter ended Dec. 31, 2006, Santander BanCorp
declared a cash dividend of 16 cents per common share, resulting
in a current annualized dividend yield of 3.6%. Market
capitalization reached approximately US$0.8 billion (including
affiliated holdings) as of Dec. 31, 2006.

There were no stock repurchases during 2006 and 2005 under the
Stock Repurchase Program.  As of Dec. 31, 2006, the company had
acquired, as treasury stock, a total of 4,011,260 shares of
common stock, amounting to US$67.6 million.

Santander BanCorp (NYSE: SBP) (LATIBEX: XSBP) is a publicly held
financial holding company that is traded on the New York Stock
Exchange and on Latibex (Madrid Stock Exchange).  About 91% of
the outstanding common stock of Santander BanCorp is owned by
Banco Santander Central Hispano, SA aka Santander.  The company
has four wholly owned subsidiaries -- Banco Santander Puerto
Rico, Santander Securities Corp., Santander Financial Services
and Santander Insurance Agency.

                        *     *     *

As reported in the Troubled Company Reporter on May 30, 2006,
Fitch affirmed the Individual ratings of Santander Bancorp and
Banco Santander Puerto Rico at 'C'.


UNITED AUTO: Redeems US$300 Million of 9.625% Senior Sub. Notes
---------------------------------------------------------------
United Auto Group Inc. has redeemed its US$300 million 9.625%
Senior Subordinated Notes Due 2012 at a price of 104.813%.

In December 2006, the company completed a US$375 million, 7.75%
Senior Subordinated Note offering with the intention of
refinancing the Notes.  The proceeds from the December
transaction were temporarily used to repay amounts outstanding
under the company's revolving credit agreement in the U.S. and a
portion of its U.S. floor plan borrowings.  United Auto funded
the US$314.4 million aggregate redemption price of the notes
principally with floor plan borrowings in the U.S.

Headquartered in Bloomfield Hills, Michigan, United Auto Group,
Inc. (NYSE:UAG) -- http://www.unitedauto.com/-- operates 314
retail automotive franchises, representing 41 different brands,
and 26 collision repair centers.  United Auto, which sells new
and previously owned vehicles, finance and insurance products
and replacement parts, and offers maintenance and repair
services on all brands it represents, has 169 franchises in 19
states and Puerto Rico, and 145 franchises located outside the
United States, primarily in the United Kingdom.  United Auto is
a member of the Fortune 500 and Russell 1000 and has nearly
16,000 employees.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 1, 2006,
Moody's Investors Service assigned a B3 rating to United Auto
Group's proposed $325 million senior subordinated notes.  At the
same time, the company's existing 9.625% subordinated notes were
upgraded to B2 from B3, with all other ratings affirmed.
Moody's said the rating outlook is stable.




=============
U R U G U A Y
=============


BANCO ITAU: Will launch Operations in Uruguay on March 26
---------------------------------------------------------
Uruguayan daily La Republica reports that Banco Itau Holding
Financeira SA will launch operations in Uruguay on March 26.

Business News Americas relates that after Banco Itau bought
BankBoston Brasil from Bank of America in May 2006, the former
acquired BankBoston units in Uruguay and Chile in August 2006.

La Republica underscores that Banco Itau will keep BankBoston
Uruguay's staff and management due to good results at the latter
in the last few years.

Banco Itau also started operating in Chile earlier in March,
BNamericas states.

Banco Itau Holding Financeira SA -- http://www.itau.com.br/--
is a private bank in Brazil.  The company has four principal
operations: banking -- including retail banking through its
wholly owned subsidiary, Banco Itau SA (Itau), corporate banking
through its wholly owned subsidiary, Banco Itau BBA SA (Itau
BBA) and consumer credit to non-account hold customers through
Itaucred -- credit cards, asset management and insurance,
private retirement plans and capitalization plans, a type of
savings plan.  Itau Holding provides a variety of credit and
non-credit products and services directed towards individuals,
small and middle market companies and large corporations.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 12, 2007, Fitch changed the outlook of these ratings of
Banco Itau Holding Financiera SA:

   -- foreign currency IDR at 'BB+'; outlook to positive from
      stable;

   -- local currency IDR at 'BBB-'; outlook to positive
      from stable; and

   -- national Long-term rating at 'AA+(bra)'; outlook to
      positive from stable.




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


DEL MONTE: Board Okays US$0.04 Per Share Dividend Payment
---------------------------------------------------------
Del Monte Foods Co.'s Board of Directors has approved a cash
dividend on its common stock of US$0.04 per share payable on
May 3, 2007, to stockholders of record as of the close of
business on April 19, 2007.

Del Monte reported US$45.5 million net income for
the quarter ended Jan. 28, 2007, compared to US$51.9 million of
the same period last year.

The company disclosed net sales for the third quarter of fiscal
2007 of US$907.2 million compared to US$789.6 million last year,
an increase of 14.9%.

"This quarter's solid financial results were driven by the
ongoing successful execution against our strategic initiatives
as we continue to strengthen the foundation of Del Monte,"
Richard G. Wolford, Chairman and CEO of Del Monte Foods, said.
"The strength of our recently acquired pet businesses, growth
from new products and the heightened impact of pricing actions
we took earlier this year drove both the top and bottom line.
These drivers, coupled with continued aggressive cost-reduction
programs, helped the company mitigate ongoing inflationary cost
pressures and are enhancing the long-term earnings performance
potential of our company."

The 14.9% increase in net sales was driven by the acquisitions
of Meow Mix and Milk-Bone.  Growth from new products and net
pricing also contributed to the increase in net sales.  These
gains were partially offset by volume declines, primarily in
Consumer Products.

             Nine Months Ended Jan. 28, 2007 Results

The company reported net sales for the first nine months of
fiscal 2007 of US$2.4 billion compared to US$2.1 billion last
year, an increase of 12.5%.  Income from continuing operations
was US$76.2 million, compared to US$95.3 million, in the
previous year.

The 12.5% increase in net sales was driven by the acquisitions
of Meow Mix and Milk-Bone.  Increased growth from new products
and net pricing also contributed to the increase in net sales.
These gains were partially offset by a volume decline, driven by
many of the same factors, which impacted the third quarter
fiscal 2007 results.

                           Outlook

For the fiscal 2007 fourth quarter, the company expects to
deliver sales growth of approximately 13% to 15% over net sales
of US$799.2 million in the fourth quarter of fiscal 2006.

For fiscal 2007, the company continues to expect sales growth of
12% to 15% over fiscal 2006 net sales of US$2.9 billion.  Fiscal
2007 net sales growth is expected to be driven primarily by the
Meow Mix and Milk-Bone acquisitions.

Based in San Francisco, California, Del Monte Foods Company
(NYSE: DLM) -- http://www.delmonte.com/-- produces and
distributes processed vegetables, fruit and tomato products, and
pet products.  The products are sold under Del Monte, Contadina,
S&W, Starkist, College Inn, 9Lives, Kibbles 'n Bits, Meow Mix,
Milk-Bone, Pup-Peroni, Snausages, Pounce, and Meaty Bone.  The
Group has food-processing plants in South America and has
subsidiaries in Venezuela, Colombia, Ecuador and Peru.  The
production facilities are operated in California, the Midwest,
Washington and Texas, as well as 7 distribution centers.

                        *     *     *

Standard & Poor's assigned 'BB-' Long-term Foreign and Local
Issuer Credit rating to Del Monte Foods Company.

Fitch Ratings rates Del Monte Foods Company's Issuer default
rating at 'BB-'.


PETROLEOS DE VENEZUELA: In Talks with Ecuador to Develop Fields
---------------------------------------------------------------
State-owned firms PetroEcuador and Petroleos de Venezuela S.A.
are in talks to develop oil fields.

"We have had preliminary conversations; there's nothing concrete
yet, but we are seeking an alliance for the Ishpingo-Tambococha-
Tiputini oil area on the Ecuadorean side and for the Orinoco
band on the Venezuelan side," Carlos Pareja was quoted by Dow
Jones Newswires as saying.

Ecuadorean Energy Minister Alberto Acosta, and his Venezuelan
counterpart, Rafael Ramirez, will decide on the alliance, Dow
Jones says.

The oil field development plan is an offshoot of an energy
cooperation agreement inked May 2006 by former Ecuador President
Alfredo Palacio and his Venezuelan counterpart, Hugo Chavez.

A person familiar with the matter told Dow Jones a joint venture
could be established by the two state-oil firms that would lead
to the building of a refinery in Ecuador.

The previous Ecuadorian administation has put underway talks on
construction a refinery in the nation.  MarketWatch says the new
government has made the plans more ambitious by inviting seven
Latin American state oil firms to jointly build a refinery in
Manabi, with a capacity to process 320,000 barrels of heavy
crude per day.

Ecuador, Dow Jones says, has long been looking for funding to
develop the Ishpingo-Tambococha-Tiputini oil area.  Once the
field is developed, the nation's oil output would sharply
increase by 180,000 barrels per day.  The oil field has proven
reserves of 900 million barrels.

                     About PetroEcuador

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.

                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.


PETROLEOS DE VENEZUELA: Maracaibo Oil Export Channel Cleared
------------------------------------------------------------
The Maracaibo oil export route, the main channel for Venezuelan
oil and liquid fuels bound for the United States, has been
cleared, El Universal reports.

The channel was blocked when Chinese vessel Yun Tong Hai ran
aground for more than a week, the same report says.  Yun Tong
Hai's cargo of 8,471t coal was transferred to the Antwerpen
vessel.

Business News Americas says investigation on what caused the
ship to run aground is ongoing.  The refloated Chinese vessel
was sent to Guaranao port in Falcon state for underwater damage
inspection.

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 March 12, 2007, Standard & Poor's Ratings
Services raised its long-term foreign currency corporate credit
rating on Petroleos de Venezuela S.A. or PDVSA to 'BB-' from
'B+'.  S&P said the rating was removed from CreditWatch.


PETROLEOS DE VENEZUELA: Unit Repair Will Start in Two Weeks
-----------------------------------------------------------
Petroleos de Venezuela SA spokesman said it would complete in
two weeks repairs of alkylation unit following a fire incident,
El Universal reports.

As published in the Troubled Company Reporter-Latin America on
March 16, 2007, the company reported a fire of "moderate
intensity" in the Puerto La Cruz alkylation facilities.  The
fire was due to a failure in the power head, resulting in a
broken seal and leakage of the flammable liquid.  No one was
injured and the supply of fuel and other by products were
guaranteed, according to El Universal.

PDVSA spokesman told El Universal that the unit will be
officially ready for maintenance.

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: ConocoPhillips & Chevron to Cede Operations to Gov.
----------------------------------------------------------------
The government of Venezuela told Reuters that US oil companies
ConcoPhillips and Chevron Corp. will surrender by May 1 their
operations at the Orinoco heavy-crude belt.

Reuters relates that ConocoPhillips and Chevron will form
transition committees to supervise the handover of their
projects' operations to state oil firm Petroleos de Venezuela
SA, in compliance with a nationalization decree that Venezuelan
President Hugo Chavez issued in February.

Petroleos de Venezuela Director Eulogio del Pino said in a
statement that committees were being formed so that the
nationalization of the businesses should be finalized by May 1
and the operations should be transferred from the foreign firms
to the Venezuelan state.

President Hugo Chavez was given special powers by the National
Assembly to enact laws that would hasten changes in the
hydrocarbons, electricity, power, telecommunications and other
strategic industries.  The Venezuelan leader decreed, through
its special powers, for the migration of majority stakes in
Orinoco projects to the state by May 1.

The four Orinoco projects, which have capacity to produce
620,000 barrels per day of oil but are churning out less than
600,000 barrels per day, include:

          -- Ameriven,
          -- Petrozuata,
          -- Cerro Negro, and
          -- Sincor.

While Petroleos de Venezuela, which already has a 40% stake on
average in each project, seeks to raise the stake to 60%.

The foreign partners in the Orinoco projects are:

          -- US oil and gas major ExxonMobil,
          -- UK's BP,
          -- US major ConocoPhillips,
          -- France's Total,
          -- Norway's Statoil, and
          -- US oil and gas major Chevron.

As reported in the Troubled Company Reporter-Latin America on
March 7, 2007, ExxonMobil already handed over the majority stake
it held in the Cerro Negro project in Venezuela's Orinoco oil
belt.

                        *     *     *

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: Offers Almost US$100 Million Economic Aid to Haiti
---------------------------------------------------------------
Venezuela's President Hugo Chavez has offered Haiti almost
US$100 million aid to help the latter cope with economic and
social problems, Cana News reports.

President Chavez explained to Cana News, "By helping Haiti
today, we are only giving back a small part of what we owe to
this country.  It's just a start."

Haiti helped Venezuela get independence from Spain in 1917, Cana
News relates, citing President Chavez.

Cana News underscores that in 1816, Venezuela received support
from Haitian president Alexandre Petion to go and free the
Venezuelan people.

Meanwhile, preferential terms benefited by Haiti in the
framework of the Venezuela's Petro Caribe program will help it
save over US$150 million per year, Cana News states, citing
Haitian officials.

                        *     *     *

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.


                         ***********


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.

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