TCRLA_Public/071023.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Tuesday, October 23, 2007, Vol. 8, Issue 210

                          Headlines

A R G E N T I N A

ALITALIA SPA: Chairperson to Recommend Possible Buyer by Nov. 10
ARGENDAI SA: Proofs of Claim Verification Is Until Nov. 15
ARGLUS SA: Proofs of Claim Verification Deadline Is Dec. 21
AVAYA INC: Earns US$35 Million in Fourth Quarter Ended Sept. 30
AVICOLA LUMBRERAS: Creditors Settlement Plan Voting on Oct. 25

BELTSCENTER SRL: Proofs of Claim Verification Ends on Dec. 12
BERRIES DE LA PENINSULA: Files for Reorganizatio Petition
BLAY SRL: Proofs of Claim Verification Is Until Dec. 20
BRILLOLAM SA: Proofs of Claim Verification Is Until Dec. 11
DELTA AIR: Earns US$220 Million in Quarter Ended Sept. 30

DOMGAS SA: Proofs of Claim Verification Ends on Dec. 12
ESTANCIA EL CALDEN: Proofs of Claim Filing Deadline Is Dec. 3
FARMACIA DEL PASEO: Claims Verification Is Until Dec. 21
HIERROSTANDARD SAIC: Claims Verification Deadline Is Dec. 21
LONGDAY SA: Proofs of Claim Verification Ends on Dec. 20

NATUR FEM: Proofs of Claim Verification Is Until Dec. 12
PARADOR EMPALME: Proofs of Claim Verification Ends on Dec. 18
PEREZ HNOS: Trustee Filing General Report in Court on Nov. 27
PROT FARM: Proofs of Claim Verification Deadline Is Dec. 28
SENACO SRL: Proofs of Claim Verification Ends on Dec. 18

VALMAX SRL: Proofs of Claim Verification Is Until Dec. 20


B A H A M A S

HARRAH'S ENT: Mississippi Gaming Commission Okays Apollo Buyout


B E R M U D A

ALLOY AIRCRAFT: Holding First Contributories Meeting on Nov. 30
ALLOY AIRCRAFT: Proofs of Claim Filing Ends on Nov. 2


B O L I V I A

COEUR D'ALENE: Sets Shareholders Special Meeting for Dec. 3


B R A Z I L

BANCO NACIONAL: Board Renews Profarma Budget Up to BRL3 Billion
BANCO NACIONAL: Grants BRL252.8-Million Loan to CEG Investments
BANCO NACIONAL: Inks US$1-Billion Accord with IDB
BLOCKBUSTER INC: Paying US$18.75 Per Share Dividend on Nov. 15
DELPHI CORP: Disclosure Statement Hearing Moved to Nov. 8

FIAT SPA: European Commission Sets Inquiry Deadline to Nov. 21
GENERAL MOTORS: Global Third Quarter Sales Increase by 4%
GENERAL MOTORS: S&P Affirms Corporate Credit Rating at B
GERDAU AMERISTEEL: Reports Selected Quarterly Financial Results

* BRAZIL: Oil Production Falls Due to Offshore Rigs Problems


C A Y M A N   I S L A N D S

AI (EURO): Sets Final Shareholders Meeting for Nov. 2
BEAR STEARNS: Massachusetts Regulators Probing Firm
GEM LIGOS: Proofs of Claim Filing Deadline Is Nov. 2
HALLIBURTON ENERGY: Holding Final Shareholders Meeting on Nov. 2
HEART BEAT: Proofs of Claim Filing Ends on Nov. 2

INT'L ADMINISTRATIVE: Sets Final Shareholders Meeting for Nov. 2
J SPIRES: Proofs of Claim Filing Is Until Nov. 2
KIPPERS INTERNATIONAL: Proofs of Claim Filing Deadline Is Nov. 2
KONDOR 2001-A: Proofs of Claim Filing Ends on Nov. 2
KONDOR 2001-B: Proofs of Claim Filing Ends on Nov. 2

SHORELINE GROUP: Creditors Must File Proofs of Claim by Nov. 15
TMCMBS-1: Proofs of Claim Filing Is Until Nov. 2


C H I L E

BOSTON SCIENTIFIC: Posts US$272 Million Third Quarter Net Loss
BOSTON SCIENTIFIC: S&P Affirms BB+ Corporate Credit Rating


C O L O M B I A

SOLUTIA INC: Court Approves Fifth Amended Disclosure Statement
SOLUTIA INC: Court Sets Nov. 29 Plan Confirmation Hearing


C O S T A   R I C A

CAREY INT'L: Moody's Upgrades Corporate Family Rating to B3


C U B A

* CUBA: Names JV with Venezuela Telecomunicaciones Gran


D O M I N I C A N   R E P U B L I C

BANCO INTERCONTINENTAL: Ex-Pres. Guilty of Monetary Law Breach


E C U A D O R

PETROECUADOR: Reaches Deal with Amazon Strikers


M E X I C O

ADVANCED MICRO: Posts US$396MM Net Loss for Third Quarter 2007
ADVANCED MICRO: TRC Capital Offers Mini-Tender of 5 Mln. Shares
ATSI COMMUNICATIONS: Malone & Bailey Raises Going Concern Doubt
AXTEL: Investing US$15 Million in Expansion Works in San Juan
BAUSCH & LOMB: Extends Tender Offer Expiration Date to Oct. 26

BEARINGPOINT INC: Eddie Munson Joins Board of Directors
DANA CORP: SEIU Pension Objects to Disclosure Statement
DANA CORP: Twelve Creditors Object to Disclosure Statement
MAXCOM TELECOM: Concludes US & Mexican Initial Public Offering
MOVIE GALLERY: Gets Interim Nod to Access US$150-Mln DIP Loan

MOVIE GALLERY: Gets Interim OK to Use Lenders' Cash Collateral
MOVIE GALLERY: Wants to Hire Kirkland & Ellis as Lead Counsel
REMY WORLDWIDE: Court Approves Kurtzman Carson as Noticing Agent
REMY WORLDWIDE: Wants Until Dec. 22 to File Schedules


N I C A R A G U A

XEROX CORP: Earns US$254 Million for Quarter Ended Sept. 30


P A N A M A

CHIQUITA BRANDS: Will Keep Verdelli Farms Employees


P E R U

LEVI STRAUSS: Completes 12.25% US$525MM Sr. Notes Tender Offer


P U E R T O   R I C O

ANGIOTECH PHARMA: Reports Preliminary Third Quarter Fin. Results
CELESTICA INC: Tax Benefit Error Cues Firm to Cut Q2 Earnings
OWENS-ILLINOIS: Appoints Hugh H. Roberts as Director
POPULAR INC: Earns US$36 Million for Quarter Ended Sept. 30
WESCO INTERNATIONAL: Earns US$70 Mil. in Quarter Ended Sept. 30


T R I N I D A D   &   T O B A G O

HILTON HOTELS: Gets European Commission Antitrust Clearance
HILTON HOTELS: Prices Cash Tender Offers for Five Notes


U R U G U A Y

SENSIENT TECH: Earns US$20.7 Million in Quarter Ended Sept. 30
SENSIENT TECH: Selects Neil Cracknell as Deputy Group Executive


V E N E Z U E L A

CHRYSLER LLC: Four Union Locals Reject UAW-Chrysler Labor Pact
PETROLEOS DE VENEZUELA: Eyes Esso's Assets in Latin America
PETROLEOS DE VENEZUELA: May Reach Settlement with Exxon Soon
PETROLEOS DE VENEZUELA: Shuts Down Cardon Plant

* VENEZUELA: Names JV with Cuba Telecomunicaciones Gran
* Large Companies with Insolvent Balance Sheets


                            - - - - -

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


ALITALIA SPA: Chairperson to Recommend Possible Buyer by Nov. 10
----------------------------------------------------------------
Alitalia S.p.A. will choose the buyer for the Italian
government's 49.9% stake in the carrier on Nov. 19, 2007,
various reports say.

Alitalia chairman Maurizio Prato told the Italian parliament
that he will recommend an industrial buyer for Italy's stake
within the first ten days of November, Agenzia Giornalistica
Italia relates.  The government will then decide how to finalize
the sale of its stake.

Reuters and Dow Jones Newswires cited trade union sources as
saying that Alitalia's new owner will be known by Nov. 15.

A union source told Reuters that Mr. Prato prefers an industrial
partner for Alitalia rather than an investment fund.

"His preference is for a group that will take forward an
industrial strategy rather than funds which work with a three-
year time horizon and then want to cash in," Reuters quotes the
source as saying.

Meanwhile, Mr. Prato denied that he has chosen Air France-KLM as
Alitalia's buyer, following an announcement by the French
carrier that it expects talks to start soon.  

The Financial Times reports that the Cordata Baldassarre
consortium is holding in talks with Deutsche Lufthansa AG over a
possible joint bid for Alitalia.  Antonio Baldassarre, the
consortium's organizer, said expects to conclude the days within
a few days.

Alitalia decided to open talks, through the financial advisor
Citi and industrial advisor Roland Berger, with:

   -- OAO Aeroflot,
   -- Air France-KLM,
   -- AP Holding S.p.A.,
   -- Cordata Baldassarre,
   -- Deutsche Lufthansa AG,
   -- TPG Capital.

                       About Alitalia

Headquartered in Rome, Italy, Alitalia S.p.A. --
http://www.alitalia.it/-- provides air travel services for
passengers and air transport of cargo on national, international
and inter-continental routes.  The Italian government owns 49.9%
of Alitalia.  The company has operations in Argentina.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million
in 2000 and 2001 respectively.  Alitalia posted EUR93 million in
net profits in 2002 after a EUR1.4 billion capital injection.
The carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, and
EUR625.6 million in 2006.


ARGENDAI SA: Proofs of Claim Verification Is Until Nov. 15
----------------------------------------------------------
Andrea D. Krikorian, the court-appointed trustee for Argendai
S.A.'s bankruptcy proceeding, verifies creditors' proofs of
claim until Nov. 15, 2007.

Ms. Krikorian will present the validated claims in court as
individual reports on Feb. 4, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Argendai 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 Argendai's accounting
and banking records will be submitted in court on
March 18, 2008.

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

The debtor can be reached at:

       Argendai S.A.
       Peru 263
       Buenos Aires, Argentina

The trustee can be reached at:

       Andrea D. Krikorian
       Montevideo 711
       Buenos Aires, Argentina


ARGLUS SA: Proofs of Claim Verification Deadline Is Dec. 21
-----------------------------------------------------------
Silvio A. Feldman, the court-appointed trustee for Arglus SA's
bankruptcy proceeding, verifies creditors' proofs of claim until
Dec. 21, 2007.

Mr. Feldman will present the validated claims in court as
individual reports.  The National Commercial Court No. 2 of
First Instance in Buenos Aires, with the assistance of Clerk
No. 4, 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 Arglus 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 Arglus' accounting
and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

       Arglus SA
       R. Naon 1970
       Buenos Aires, Argentina

The trustee can be reached at:

       Silvio A. Feldman
       Jufre 21
       Buenos Aires, Argentina


AVAYA INC: Earns US$35 Million in Fourth Quarter Ended Sept. 30
---------------------------------------------------------------
Avaya Inc. reported net income of US$35 million for the fourth
fiscal quarter of 2007.  This compares with net income of
US$48 million for the fourth fiscal quarter of 2006.  Non-GAAP
net income was US$87 million compared with non-GAAP net income
for the fourth fiscal quarter of 2006 of US$80 million.

Avaya's fourth fiscal quarter 2007 revenues increased 4.8% to
US$1.429 billion compared to US$1.364 billion in the same period
last year.  The company shipped a record number of IP lines and
over one million IP lines for the sixth consecutive quarter.  
Sales of products increased 7.8%, including a 9.5% increase in
converged voice applications revenues.  Services revenues
increased 5.4% and rental and managed services revenues declined
10.6%.  U.S. revenues declined by 1.6%.  The weaker U.S. dollar
favorably impacted international regions, and accounted for a
US$39 million year-over-year revenue increase.  EMEA and APAC
revenues grew by 10.7% and 15.5%, respectively.  Revenues in the
Americas, non-U.S., grew by 25.3%.

The company's gross margin increased to 47.4% for the fourth
fiscal quarter of 2007 compared to 46.6% for the same period
last year.

Selling, general and administrative expenses were US$39 million
higher, and research and development expenses were relatively
flat when compared to the same period last year.

The company reported operating income for the fourth fiscal
quarter of 2007 of US$35 million and non-GAAP operating income
of US$139 million.  In the fourth fiscal quarter of 2006, the
company reported operating income of US$75 million and non-GAAP
operating income of US$137 million.  Operating income for the
fourth quarter of fiscal 2007 includes US$7 million of business
restructuring charges and US$97 million of merger-related costs,
of which US$90 million relates to the accelerated vesting of
stock options and restricted stock units in connection with the
acquisition of Avaya by affiliates of Silver Lake Partners and
TPG Capital, two private equity firms.  These amounts have been
excluded in calculating non-GAAP operating income and non-GAAP
net income for the fourth quarter of fiscal 2007.

Avaya's effective tax rate was 32.7% for the fourth quarter of
fiscal 2007.  The provision for income taxes includes US$21
million of favorable tax items, which have been excluded in
calculating non-GAAP net income.

Avaya generated US$228 million in operating cash flow during the
fourth fiscal quarter of 2007 compared to US$191 million in the
fourth fiscal quarter of 2006.  Avaya's cash balance at the end
of the fourth quarter of fiscal 2007 was US$1.270 billion,
compared with US$899 million as of Sept. 30, 2006.

                  Fiscal Year 2007 Results

Revenues for fiscal 2007 were US$5.279 billion compared to
US$5.148 billion last year.  The weaker U.S. dollar favorably
impacted international regions, and accounted for the revenue
increase.  The company earned GAAP net income of US$218 million
for fiscal 2007, compared to net income of US$201 million for
fiscal 2006.  Non-GAAP net income was US$281 million for fiscal
2007 compared with US$241 million for fiscal 2006.  Fiscal 2007
GAAP operating income was US$276 million compared to US$263
million for fiscal 2006.  Non-GAAP operating income for fiscal
2007 was US$417 million compared to US$367 million for fiscal
2006.  Operating cash flow for fiscal 2007 was US$637 million
compared to US$647 million for fiscal 2006.

            Update on Closing of Acquisition of Avaya

Avaya also confirmed that the acquisition of the company by
affiliates of Silver Lake Partners and TPG Capital is scheduled
to close by the end of October.

                       About Avaya Inc.

Headquartered in Basking Ridge, New Jersey, Avaya Inc. (NYSE:
AV) -- http://www.avaya.com/-- designs, builds and manages  
communications networks for more than one million businesses
worldwide, including more than 90% of the FORTUNE 500(R).  Avaya
is a world leader in secure and reliable Internet Protocol
telephony systems and communications software applications and
services.

Avaya has locations in Malaysia, Argentina and the United
Kingdom.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 8, 2007, Standard & Poor's Ratings Services has lowered its
corporate credit rating on Basking Ridge, New Jersey-based Avaya
Inc. two notches to 'B+', and placed the rating on CreditWatch
with negative implications.


AVICOLA LUMBRERAS: Creditors Settlement Plan Voting on Oct. 25
--------------------------------------------------------------
Avicola Lumbreras y Prarizzi S.R.L.'s creditors will vote on a
settlement plan that the company will lay on the table on
Oct. 25, 2007.

The court-appointed trustee for Avicola Lumbreras'
reorganization proceeding verified creditors' proofs of claim.  
She presented the validated claims in court as individual
reports, and filed a general report containing an audit of
Avicola Lumbreras' accounting and banking records.


BELTSCENTER SRL: Proofs of Claim Verification Ends on Dec. 12
-------------------------------------------------------------
Julio Cesar Capovilla, the court-appointed trustee for
Beltscenter SRL's bankruptcy proceeding, verifies creditors'
proofs of claim until Dec. 12, 2007.

Mr. Capovilla will present the validated claims in court as
individual reports.  The National Commercial Court No. 5 of
First Instance in Buenos Aires, with the assistance of Clerk
No. 9, 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 Beltscenter 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 Beltscenter's
accounting and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

       Beltscenter SRL
       Batalla del Parí 530
       Buenos Aires, Argentina

The trustee can be reached at:

       Julio Cesar Capovilla
       Corrientes 3859
       Buenos Aires, Argentina


BERRIES DE LA PENINSULA: Files for Reorganizatio Petition
---------------------------------------------------------
Berries de la Peninsula SA has requested for reorganization
approval after failing to pay its liabilities since
July 31, 2007.

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

The case is pending in the National Commercial Court of First
Instance No. 22 in Buenos Aires.  Clerk No. 43 assist in this
case.

The debtor can be reached at:

          Berries de la Peninsula SA
          Tte. Gral. Benjamin Matienzo 1704
          Buenos Aires, Argentina


BLAY SRL: Proofs of Claim Verification Is Until Dec. 20
-------------------------------------------------------
Gerardo Seghezzo, the court-appointed trustee for Blay SRL's
bankruptcy proceeding, verifies creditors' proofs of claim until
Dec. 20, 2007.

Mr. Seghezzo will present the validated claims in court as
individual reports.  The National Commercial Court No. 3 of
First Instance in Buenos Aires, with the assistance of Clerk
No. 5, 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 Blay 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 Blay's accounting and
banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

       Blay SRL
       Alvarez Thomas 3295
       Buenos Aires, Argentina

The trustee can be reached at:

       Gerardo Seghezzo
       Combate de los Pozos 129
       Buenos Aires, Argentina


BRILLOLAM SA: Proofs of Claim Verification Is Until Dec. 11
-----------------------------------------------------------
Jacobo Becker, the court-appointed trustee for Brillolam SA's
bankruptcy proceeding, verifies creditors' proofs of claim until
Dec. 11, 2007.

Mr. Becker will present the validated claims in court as
individual reports.  The National Commercial Court No. 23 of
First Instance in Buenos Aires, with the assistance of Clerk
No. 46, 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 Brillolam 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 Brillolam's
accounting and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

       Brillolam SA
       Aranguren 925
       Buenos Aires, Argentina

The trustee can be reached at:

       Jacobo Becker
       Salguero 2244
       Buenos Aires, Argentina


DELTA AIR: Earns US$220 Million in Quarter Ended Sept. 30
---------------------------------------------------------
Delta Air Lines Inc. reported results for the quarter ended
Sept. 30, 2007.  
        
Net income for the September 2007 quarter was US$220 million.   
Delta's pre-tax income of US$363 million reflects a more than
US$430 million improvement over the pre-tax loss of US$69
million excluding reorganization items in the third quarter of
2006.  Strong revenue improvements and continued cost benefits
from restructuring produced the more than 5-point improvement in
Delta's operating margin to 8.7% in the September 2007 quarter
compared to the September 2006 quarter.
        
"I want to thank my Delta colleagues for their efforts in
delivering strong improvements to our financial and operational
performance," said Richard Anderson, Delta's chief executive
officer.  "As these results demonstrate, Delta has emerged as a
leader in the airline industry and we intend to maintain that
position.  We have significant opportunities in front of us as
our financial improvements, combined with the power of our
people, route network and balance sheet, give us tremendous
flexibility and strength as the industry continues to evolve."
        
                Network and Revenue Improvements
        
The momentum of network and revenue management initiatives
produced quarterly operating revenue of US$5.2 billion for the
September quarter, the highest in Delta's history.  During this
period, 35% of Delta's capacity operated in international
markets, up from 24% in September 2005.  During the same period,
the percentage of Delta's capacity operating in domestic markets
declined to 65% from 76%.
        
Delta improved consolidated passenger unit revenue to 11.33
cents in the September 2007 quarter, an increase of 6% compared
to the same period last year.
        
                 Strengthened Balance Sheet
        
As of Sept. 30, 2007, the company's balance sheet showed total
assets of US$32.7 billion and total liabilities of US$23
billion, resulting in a US$9.7 billion stockholders' equity.  At
Dec. 31, 2006, deficit was US$13.5 billion.
        
As of Sept. 30, 2007, Delta had US$3.0 billion in cash, cash
equivalents and short-term investments, of which US$2.4 billion
was unrestricted.  Delta also has an additional US$1 billion
available under its undrawn revolving credit facility.  Delta
expects to end 2007 with US$2.9 billion in unrestricted cash and
short-term investments plus its fully available US$1 billion
revolver.
        
                  Emergence-related Items
        
For the September 2007 quarter, offsetting emergence-related
items resulted in no change to pre-tax income.  These items were
the adoption of fresh start reporting, which increased pre-tax
income by US$50 million, combined with share-based compensation
expense for emergence equity awards, which decreased pre-tax
income by US$50 million.  In total, emergence related items
increased consolidated PRASM by 0.16 cents and increased
mainline non-fuel CASM by 0.21 cents.
        
                      About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
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 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.  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.

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 Debtors'
disclosure statement.  In April 2007, the Court confirmed the
Debtors' plan.  (Delta Bankruptcy News, Issue No. 81; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Fitch Ratings has initiated coverage of Delta Air Lines Inc.
with the assignment of these debt ratings: issuer default rating
'B'; First-lien senior secured credit facilities 'BB/RR1'; and
Second-lien secured credit facility (Term Loan B) 'B/RR4'

As reported in the Troubled Company Reporter on May 2, 2007,
Standard & Poor's Ratings Services raised its ratings on Delta
Air Lines Inc. (B/Stable/--), including raising the corporate
credit rating to 'B', with a stable outlook, from 'D', following
the airline's emergence from Chapter 11 bankruptcy proceedings.


DOMGAS SA: Proofs of Claim Verification Ends on Dec. 12
-------------------------------------------------------
Marina Fernanda Tynik, the court-appointed trustee for Domgas
S.A. Agropecuaria's bankruptcy proceeding, verifies creditors'
proofs of claim until Dec. 12, 2007.

Ms. Tynik will present the validated claims in court as
individual reports on Feb. 29, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Domgas 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 Domgas' accounting
and banking records will be submitted in court on
April 16, 2008.

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

The debtor can be reached at:

       Domgas S.A. Agropecuaria
       Crisologo Larralde 2272
       Buenos Aires, Argentina

The trustee can be reached at:

       Marina Fernanda Tynik
       Avenida Rivadavia 10.444
       Buenos Aires, Argentina


ESTANCIA EL CALDEN: Proofs of Claim Filing Deadline Is Dec. 3
-------------------------------------------------------------
Alcira Tallone, the court-appointed trustee for Estancia El
Calden SA's bankruptcy proceeding, verifies creditors' proofs of
claim until Dec. 3, 2007.

Ms. Tallone will present the validated claims in court as
individual reports.  The National Commercial Court No. 13 of
First Instance in Buenos Aires, with the assistance of Clerk
No. 26, 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 Estancia El Calden 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 Estancia El Calden's
accounting and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

Ms. Tallone is also in charge of administering Estancia El
Calden's assets under court supervision and will take part in
their disposal to the extent established by law.

The debtor can be reached at:

       Estancia El Calden SA
       Bernardo de Irigoyen 1306
       Buenos Aires, Argentina

The trustee can be reached at:

       Alcira Tallone
       Uruguay 662
       Buenos Aires, Argentina


FARMACIA DEL PASEO: Claims Verification Is Until Dec. 21
--------------------------------------------------------
Liliana Mabel Oliveros Peralta, the court-appointed trustee for
Farmacia del Paseo S.R.L.'s bankruptcy proceeding, verifies
creditors' proofs of claim until Dec. 21, 2007.

Ms. Peralta will present the validated claims in court as
individual reports on March 17, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Farmacia del Paseo 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 Farmacia del Paseo's
accounting and banking records will be submitted in court on
May 13, 2008.

Ms. Peralta is also in charge of administering Farmacia del
Paseo's assets under court supervision and will take part in
their disposal to the extent established by law.

The trustee can be reached at:

       Liliana Mabel Oliveros Peralta
       Viamonte 1337
       Buenos Aires, Argentina


HIERROSTANDARD SAIC: Claims Verification Deadline Is Dec. 21
------------------------------------------------------------
Fernando Miguel Altare, the court-appointed trustee for
Hierrostandard S.A.I.C.'s bankruptcy proceeding, verifies
creditors' proofs of claim until Dec. 21, 2007.

Mr. Altare will present the validated claims in court as
individual reports on March 17, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Hierrostandard 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 Hierrostandard's
accounting and banking records will be submitted in court on
May 13, 2008.

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

The trustee can be reached at:

       Fernando Miguel Altare
       Piedras 153
       Buenos Aires, Argentina


LONGDAY SA: Proofs of Claim Verification Ends on Dec. 20
--------------------------------------------------------
Mirtha Andrada, the court-appointed trustee for Longday SA's
bankruptcy proceeding, verifies creditors' proofs of claim until
Dec. 20, 2007.

Ms. Andrada will present the validated claims in court as
individual reports.  The National Commercial Court No. 3 of
First Instance in Buenos Aires, with the assistance of Clerk
No. 6, 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 Longday 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 Longday's accounting
and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

       Longday SA
       Baez 390
       Buenos Aires, Argentina

The trustee can be reached at:

       Mirtha Andrada
       Corrientes 676
       Buenos Aires, Argentina


NATUR FEM: Proofs of Claim Verification Is Until Dec. 12
--------------------------------------------------------
Noemi Z. Vivares, the court-appointed trustee for Natur Fem SA's
bankruptcy proceeding, verifies creditors' proofs of claim until
Dec. 12, 2007.

Ms. Vivares will present the validated claims in court as
individual reports.  The National Commercial Court No. 5 of
First Instance in Buenos Aires, with the assistance of Clerk
No. 9, 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 Natur Fem 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 Natur Fem's
accounting and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

       Natur Fem SA
       Larrea 785
       Buenos Aires, Argentina

The trustee can be reached at:

       Noemi Z. Vivares
       Cordoba 2323
       Buenos Aires, Argentina


PARADOR EMPALME: Proofs of Claim Verification Ends on Dec. 18
-------------------------------------------------------------
Pablo Javier Kainsky, the court-appointed trustee for Parador
Empalme S.R.L.'s bankruptcy proceeding, verifies creditors'
proofs of claim until Dec. 18, 2007.

Mr. Kainsky will present the validated claims in court as
individual reports on March 7, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Parador Empalme 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 Parador Empalme's
accounting and banking records will be submitted in court on
April 25, 2008.

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

The trustee can be reached at:

       Pablo Javier Kainsky
       Reconquista 715
       Buenos Aires, Argentina


PEREZ HNOS: Trustee Filing General Report in Court on Nov. 27
-------------------------------------------------------------
The court-appointed trustee for Perez Hnos. S.R.L.'s bankruptcy
proceeding, will present the validated claims as individual
reports in the National Commercial Court of First Instance in
San Juan on Nov. 27, 2007.

Infobae didn't state the reports submission deadlines.

The trustee verified creditors' proofs of claim until
Aug. 31, 2007.  He will submit a general report containing an
audit of Perez Hnos.'s accounting and banking records in court
on Oct. 15, 2007.

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

The trustee can be reached at:

          Ricardo Adrogue
          Bouchard 468
          Buenos Aires, Argentina


PROT FARM: Proofs of Claim Verification Deadline Is Dec. 28
-----------------------------------------------------------
Susana Fernandez, the court-appointed trustee for Prot Farm
SRL's bankruptcy proceeding, verifies creditors' proofs of claim
until Dec. 28, 2007.

Ms. Fernandez will present the validated claims in court as
individual reports.  The National Commercial Court No. 18 of
First Instance in Buenos Aires, with the assistance of Clerk
No. 35, 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 Prot Farm 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 Prot Farm's
accounting and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

       Prot Farm SRL
       Avenida de Mayo 1410
       Buenos Aires, Argentina

The trustee can be reached at:

       Susana Fernandez
       Florida 520
       Buenos Aires, Argentina


SENACO SRL: Proofs of Claim Verification Ends on Dec. 18
--------------------------------------------------------
Jorge Podhorzer, the court-appointed trustee for Senaco SRL's
bankruptcy proceeding, verifies creditors' proofs of claim until
Dec. 18, 2007.

Mr. Podhorzer will present the validated claims in court as
individual reports.  The National Commercial Court No. 12 of
First Instance in Buenos Aires, with the assistance of Clerk
No. 23, 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 Senaco 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 Senaco's accounting
and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

       Senaco SRL
       General Urquiza 885
       Buenos Aires, Argentina

The trustee can be reached at:

       Jorge Podhorzer
       Pasaje del Carmen 716
       Buenos Aires, Argentina


VALMAX SRL: Proofs of Claim Verification Is Until Dec. 20
---------------------------------------------------------
Maria Alicia Nadales, the court-appointed trustee for Valmax
SRL's bankruptcy proceeding, verifies creditors' proofs of claim
until Dec. 20, 2007.

Ms. Nadales will present the validated claims in court as
individual reports.  The National Commercial Court No. 3 of
First Instance in Buenos Aires, with the assistance of Clerk
No. 5, 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 Valmax 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 Valmax's accounting
and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

       Valmax SRL
       Doblas 138
       Buenos Aires, Argentina

The trustee can be reached at:

       Maria Alicia Nadales
       Hipolito Yrigoyen 1349
       Buenos Aires, Argentina




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


HARRAH'S ENT: Mississippi Gaming Commission Okays Apollo Buyout
---------------------------------------------------------------
Harrah's Entertainment Inc. received approval from the
Mississippi Gaming Commission for the proposed acquisition of
Harrah's by affiliates of Apollo Management L.P. and TPG
Capital.  

The transaction remains subject to approval by other
jurisdictions in which Harrah's subsidiaries operate and other
conditions to closing set forth in the agreement and plan of
merger entered into on Dec. 19, 2006.
    
"We're pleased by the review and approval of the Mississippi
Gaming Commission for the proposed acquisition of Harrah's
Entertainment," Gary Loveman, chairman, CEO and president of
Harrah's Entertainment Inc., said.  "Mississippi continues to be
a key market for Harrah's as we are an integral part of the
state's community.  Our disclosed +US$700 million development
plan for the Margaritaville Casino Resort in Biloxi is a
representative example of our commitment."

"This transaction with Apollo Management and TPG Capital allows
Harrah's to continue its emphasis on growth and in providing the
best guest experience throughout our network of gaming
destinations," Mr. Loveman added.

                 About Apollo Management L.P.

Based in New York, Apollo Management L.P. is a private equity
L.P. firm, founded in 1990 by Leon Black.  It also has offices
in Los Angeles and London.  It has invested over US$16 billion
in companies inside and outside the United States.

                      About TPG Capital

Headquartered in Fort Worth, Texas, TPG Capital, also known as
Texas Pacific Group - http://www.texaspacificgroup.com/-- has  
staked its claim on the buyout frontier.  The company, which
does not get involved in the day-to-day operations of the
companies in which it invests, usually holds onto an investment
for at least five years, although consistent moneymakers may be
kept indefinitely.

                 About Harrah's Entertainment
   
Headquartered in Las Vegas, Nevada, Harrah's Entertainment
Inc. (NYSE: HET) -- http://www.harrahs.com/-- has grown through   
development of new properties, expansions and acquisitions, and
now owns or manages casino resorts on four continents and hosts
over 100 million visitors per year.  The company's properties
operate under the Harrah's, Caesars and Horseshoe brand names;
Harrah's also owns the London Clubs International family of
casinos and the World Series of Poker. Harrah's also owns the
London Clubs International family of casinos.  In January, it
signed a joint venture agreement with Baha Mar Resorts Ltd. to
operate a resort in Bahamas.

                        *     *     *

Standard & Poor's placed Harrah's Entertainment Inc.'s long term
foreign and local issuer credit ratings at "BB" in December
2006, which still hold this date.




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


ALLOY AIRCRAFT: Holding First Contributories Meeting on Nov. 30
---------------------------------------------------------------
Alloy Aircraft Company Limited will hold its First Meeting of
Contributories at 10:45 a.m. on Nov. 30, 2007, at the provision
liquidator's office at:

           Deloitte & Touche
           Ground Floor Corner House, 20 Parliament Street
           Hamilton, Bermuda

Proxies to be used at the meeting must be lodged with Mark W.R.
Smith, Alloy Aircraft Company Limited's provisional liquidator,
by Nov. 28, 2007, to be able to present proofs of claim.


ALLOY AIRCRAFT: Proofs of Claim Filing Ends on Nov. 2
-----------------------------------------------------
Alloy Aircraft Company Limited's creditors are given until
Nov. 2, 2007, to prove their claims to David Dyer, the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

Alloy Aircraft's shareholders agreed on Aug. 30, 2007, to place
the company into voluntary liquidation under Bermuda's Companies
Act 1981.

The liquidator can be reached at:

        Mark W.R. Smith
        Deloitte & Touche
        Corner House, Church & Parliament Streets
        P.O. Box HM 1556, Hamilton HM FX, Bermuda




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


COEUR D'ALENE: Sets Shareholders Special Meeting for Dec. 3
-----------------------------------------------------------
Coeur d'Alene Mines Corporation has filed a definitive proxy
statement regarding the proposed acquisition of Bolnisi Gold NL
and Palmarejo Silver and Gold Corporation.  The company expects
to commence mailing the proxy statement and all relevant
materials to Coeur shareholders early this week.

A special meeting of the shareholders of Coeur, to consider
matters relating to the proposed acquisitions of Bolnisi and
Palmarejo, will be held on Dec. 3, 2007 at 9:30 a.m., local
time, at The Coeur d'Alene Resort and Conference Center, Second
Street and Front Avenue, Coeur d'Alene, Idaho.  Coeur
stockholders of record as of the close of business on
Oct. 19, 2007 will be entitled to vote at the special meeting.  
The merger is expected to close in the fourth quarter of 2007.

As previously announced on May 3, 2007, Coeur, Bolnisi, and
Palmarejo entered into agreements to merge, which were approved
unanimously by their respective Boards of Directors.  Pursuant
to the agreements, Coeur will acquire all of the shares of
Bolnisi, and all the shares of Palmarejo not owned by Bolnisi,
in a transaction valued at approximately US$1.1 billion.  The
combination will create the world's undisputed leader in silver.

The Board of Directors of Coeur unanimously approved the
transaction and the issuance of Coeur common stock, and
recommends that all Coeur shareholders vote "FOR" the issuance
of Coeur shares in the transaction and the amendment to Coeur's
articles of incorporation to increase the authorized number of
Coeur shares.  The proposals require the approval of a majority
of the Coeur shares that are present or represented by proxy at
the shareholder meeting.

Shareholders are encouraged to read the company's definitive
proxy materials in their entirety as they provide, among other
things, a detailed discussion of the process that led to the
proposed merger and the reasons behind the Board of Directors'
unanimous recommendation that stockholders vote FOR the issuance
of Coeur shares in the transaction and the amendment to Coeur's
articles of incorporation to increase the authorized number of
Coeur shares.

Coeur shareholders are reminded that their vote is very
important regardless of the number of shares of common stock
they own.  Whether or not shareholders are able to attend the
Special Meeting in person, they should complete, sign and date
the proxy card and return it in the prepaid and addressed
envelope as soon as possible or submit a proxy through the
Internet or by telephone as described on the proxy card
accompanying the definitive proxy statement.

Shareholders who have questions about the merger or need
assistance in submitting their proxy or voting their shares
should contact D.F. King & Co., Inc., which is assisting Coeur,
toll-free at (800) 901-0068 or (collect) at (212) 269-5550.

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 & Poor's B- rating.




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


BANCO NACIONAL: Board Renews Profarma Budget Up to BRL3 Billion
---------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social's board of
directors has approved the renewal of Profarma, with
effectiveness until July 31, 2012, and budget of up to BRL3
billion for the whole period.  From the total budget, BRL1.5
billion will be specific for financings to innovation, limited
to BRL300 million per year.  Therefore, the program that had its
original effectiveness until December 2007 now operates with a
longer-term horizon, in addition to having increased its
competitiveness level.

The changes also comprise the Profarma denomination, presently
Support Program for the Development of the Health Industrial
Complex (formerly Support Program for the Development of the
Pharmaceutical Productive Chain), which includes segments of
medical equipment, materials, reagents and implements for
diagnosis, hemoderivatives, immunobiologicals, chemical
intermediates and vegetal extracts for therapeutic purposes,
pharmaceutical active principles and drugs for human use.

The new program denomination reflects a strategy of full support
to the sector and articulation between the Industrial,
Technological and Foreign Trade Policy and the National Health
Policy.

Therefore, Profarma expanded its scope of operation, with the
creation of two additional subprograms: Profarma Exports and
Profarma Public Producers, which includes public laboratories
producing drugs, vaccines, hemoderivatives and reagents and
implements for diagnosis.  The three original subprograms have
been maintained, although with changes in denomination:
Profarma-Production, Profarma-Innovation and Profarma-
Restructuring.

Consequently, Profarma now incorporates in its lines the support
to international insertion of domestic enterprises, to the
formation and consolidation of an exporting base in the Country
and to the improvement of efficiency in the public production of
drugs.

Profarma will be subject to quantitative performance evaluations
at each 24 months, in addition to qualitative evaluations of the
program.

                  Profarma-Public Producers

The new subprogram provides for financings to investments in the
productive capacity and in adjustments to regulatory standards,
modernization or improvements in the organizational,
administrative, management, trading, distribution and logistic
structure of public products, support to innovative projects and
to public infrastructure, and innovation to health in the
country.

Non-reimbursable funds of the Social Fund and the Technological
Fund [Funtec] may be used.  BNDES support will be limited to 80%
of the financeable items and the counterbalance should be
necessarily funded by the Ministry of Health, state or municipal
secretariats.

The support will be subject to an extensive study that the Bank
will sponsor in partnership with the Ministry of Healthy on the
drug public production structure in the Country.

                    Profarma-Production

It will continue comprising two instruments: financing and risk
capital.  But the objectives of Profarma-Production have been
expanded, allowing, from now on, a support for adjustment to
requirements of international regulatory agencies, as well as
the World Health Organization (WHO).  The objective is to
promote international insertion of enterprises installed in
Brazil.

Financing costs have been reduced: the spread dropped from 3%
per year to 1.5% per year to large enterprises and the repayment
time increased to up to 10 years, with a grace period of up to
three years.

                      Profarma-Exports

Creation of the Pre-Shipment line, allowing micro, small, medium
and large enterprises, organized at a minimum of five years, may
access directly the new line.  Micro, small and medium
enterprises [MSMEs] will be exempted of presenting real
guarantees in operations up to US$2 million per enterprise and
limited to an annual budget of US$50 million.

                     Profarma-Innovation

Likewise, this subprogram will continue to comprise the
financing and risk capital instruments.  Profarma-Innovation
competitiveness has been expanded, upon an increase in BNDES
maximum participation limit from 90% to 100% of the financeable
items and a possibility of exemption from the presentation of
real guarantees for operations up to BRL10 million.  Repayment
time will be 15 years, with a maximum grace period of five
years.

In order to promote the articulation between PITCE and the
National Health Policy, it will be created a new instrument
joining the financial support and the State purchase power.  
Accordingly, for those products considered strategic to the
National Health Policy, which development represents a high
technological challenge, BNDES will give support by means of a
participation in the project risk.

For a definition of the group of strategic products it will be
made an agreement between BNDES and the Ministry of Health,
comprised of a mixed work team composed by representatives of
both institutions.

                    Profarma-Restructuring

This replaced the former Profarma Strengthening of Domestic
Enterprises, but maintained the same previous conditions.  
Support to restructuring involves operations of incorporation,
acquisition and merger of enterprises resulting in a creation of
larger domestic control or verticalized enterprises.

                         Portfolio

Profarma, created in March 2004, in the ambit of PITCE, counts
today on a portfolio of BRL1.02 billion in financings,
equivalent to R$ 1.99 billion in investments.  From this total,
about BRL920 million are financings already approved and
contracted.

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.

                        *     *     *

Banco Nacional currently carries a Ba2 foreign long-term bank
deposit rating from Moody's, and a BB+ long-term foreign issuer
credit rating from Standards and Poor's.  The ratings were
assigned in August and May 2007, respectively.


BANCO NACIONAL: Grants BRL252.8-Million Loan to CEG Investments
---------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social aka BNDES
approved a financing of BRL252.8 million to Companhia
Distribuidora de Gas do Rio de Janeiro to invest in
implementation, substitution and renewal of piped natural gas
distribution network and in the infrastructure conversion from
manufactured gas to natural gas.

This BNDES financing corresponds to 66% of total investment, of
BRL384.9 million, to be carried out in the period between 2007
and 2009.

The project will be implemented in municipalities integrating
the company concession area, which comprises Rio de Janeiro
metropolitan area: Belford Roxo, Duque de Caxias, Guapimirim,
Itaborai, Itaguai, Japeri, Mage, Mangaratiba, Marica, Mesquita,
Nilopolis, Niteroi, Nova Iguacu, Paracambi, Queimados, Rio de
Janeiro, Sao Goncalo, Sao Joao de Meriti, Seropedica and Tangua.

Among the merits of the endeavor, it is important the use
maximization of existing distribution networks for acquisition
of new clients; environmental quality improvement at the
municipalities supplied, due to the substitution of highly
pollutant energetic sources; and a reduction in losses of the
distribution system caused by leakages.

The project will generate about 550 indirect jobs during
implementation.

The investments to be carried out in conversion will allow CEG
clients that still use manufactured gas to start using natural
gas.  This is a compulsory investment, provided for at the
company's concession agreement.

Manufactured gas has a lower calorific power and is more toxic
than natural gas.  However, its use was justified until the
discovery of natural gas at the Campos Basin (State of Rio de
Janeiro).

The project also provides for the construction of a network and
gas distribution branches to allow expanding the company supply.  
Likewise, investments will be made on the replacement and
renewal of materials at old sections of the gas distribution
network.

CEG is an open capital corporation, held by Grupo G s Natural
(54.16% of capital stock).  BNDESPAR has a share of 34.56% in
the company's capital stock.

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.

                        *     *     *

Banco Nacional currently carries a Ba2 foreign long-term bank
deposit rating from Moody's, and a BB+ long-term foreign issuer
credit rating from Standards and Poor's.  The ratings were
assigned in August and May 2007, respectively.


BANCO NACIONAL: Inks US$1-Billion Accord with IDB
-------------------------------------------------
Luciano Coutinho, Brazil's National Bank for Economic and Social
Development president, has inked with the President of the
Inter-American Development Bank, Luis Alberto Moreno, a contract
for US$1 billion in Washington, for a program to finance
investments to expand and modernize micro, small and medium-
sized enterprises in the country's productive sector.

This is the second loan under a Conditional Line of Credit for
Investment Projects Program totaling US$3 billion, approved in
2004.  The purpose of the program is to help finance the BNDES
Multisector Credit Program for Micro, Small and Medium-Sized
Enterprises.  BNDES may use the IDB line of credit in three
successive operations of up to US$1 billion each, over a total
period of up to nine years.  It is contributing US$3 billion in
local counterpart funding.

The first US$1 billion IDB loan, signed in September 2005 and
disbursed in 2005 and 2006, was used with the local counterpart
funding for 31,755 credit operations averaging US$54,000 each.  
Of these operations, 78% were for micro and small enterprises.

The loan signed today has a 20-year amortization period, with a
grace period of up to four years.  It is consistent with the IDB
strategy agreed upon with the Brazilian authorities under the
Economic Plan for 2004-2007, which is designed to achieve
sustainable growth with social inclusion.

At the signing, BNDES President Luciano Coutinho announced that
he intends to sign the contract for the third US$1 billion
installment of the line of credit by the end of 2008 and is
already taking the necessary steps for its approval.

The new loan is guaranteed by the Brazilian government and will
provide medium- and long-term financing for investment projects
that will improve the companies' competitiveness.  The IDB
financing may be disbursed in local currency, and BNDES may opt
for full or partial conversion of the loan into local currency.
This innovative arrangement for IDB disbursements will help
improve financial planning by addressing exchange risk.

BNDES carries out a large part of its operations indirectly,
through local financial intermediaries.  Since 1995, the IDB has
supported five successful multisector credit programs with
BNDES, disbursing a total of US$4.5 billion.  With the BNDES
counterpart funding, the programs have provided credit to more
than 150,000 enterprises in Brazil's productive sector.

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.

                        *     *     *

Banco Nacional currently carries a Ba2 foreign long-term bank
deposit rating from Moody's, and a BB+ long-term foreign issuer
credit rating from Standards and Poor's.  The ratings were
assigned in August and May 2007, respectively.


BLOCKBUSTER INC: Paying US$18.75 Per Share Dividend on Nov. 15
--------------------------------------------------------------
Blockbuster Inc.'s Board of Directors has declared a quarterly
cash dividend of US$18.75 per share on its shares of 7-1/2%
Series A Cumulative Convertible Perpetual Preferred Stock, in
accordance with the terms of the Series A Preferred Stock.  The
dividend will be payable on Nov. 15, 2007, to the holders of
record of the Series A Preferred Stock at the close of business
on Nov. 1, 2007.

                    About Blockbuster Inc.

Headquartered in Dallas, Texas, Blockbuster Inc. (NYSE: BBI,
BBI.B) -- http://www.blockbuster.com/-- provides in-home movie  
and game entertainment, with more than 9,000 stores throughout
the Americas, Europe, Asia and Australia.  The company maintains
operations in Brazil, Mexico, Denmark, Italy, Taiwan, Australia,
among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 8, 2007, Moody's Investors Service downgraded Blockbuster
Inc.'s corporate family rating to Caa1, its senior secured
credit facilities to B3, and speculative grade liquidity rating
to SGL-4.  In addition, Moody's affirmed the senior subordinated
notes rating at Caa2.  Moody's said the rating outlook remains
negative.


DELPHI CORP: Disclosure Statement Hearing Moved to Nov. 8
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
rescheduled to Nov. 8, 2007, the hearing to consider the
adequacy of the disclosure statement explaining Delphi Corp.'s
plan of reorganization.

The hearing commenced Oct. 3, 2007, and was initially slated to
continue Oct. 25, 2007.

Delphi sought adjournment of the Adequacy Hearing to permit the
company to continue negotiating potential plan amendments with
key stakeholders, make appropriate amendments to both its
settlement with General Motors Corp. and the Equity Purchase
Commitment Agreement, and continue discussions with potential
exit lenders.

Delphi will file a notice of changed pages to the Disclosure
Statement on Oct. 29, 2007, including information regarding
proposed amendments to the Disclosure Statement, the Plan, the
GM settlement and the EPCA.

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

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Mar. 31, 2007, the Debtors' balance sheet showed
US$11,446,000,000 in total assets and US$23,851,000,000 in total
debts.

The Debtors' exclusive plan-filing period expires on
Dec. 31, 2007.  On Sept. 6, 2007, the Debtors filed their
Chapter 11 Plan of Reorganization and a Disclosure Statement
explaining that Plan.  (Delphi Bankruptcy News, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


FIAT SPA: European Commission Sets Inquiry Deadline to Nov. 21
--------------------------------------------------------------
The European Commission has established Nov. 21, 2007, as its
inquiry deadline for Fiat S.p.A.'s proposed acquisition of Ergom
S.p.A., Thomsom Financial reports.

As reported on Aug. 6, 2007, Fiat is acquiring the entire share
capital of Ergom Holding for a "symbolic" price and that Ergom
is in a financial crisis and owes money to Fiat.

Ergom, which supplies car shelves and fuel tanks to Fiat,  
employs 4,000 people at 11 sites in Italy, France, Brazil,
Poland, and Turkey, Thomson Financial relates citing an industry
source.  The supplier has sales of EUR540 million, 80% of which
were to Fiat.  

Fiat considers its acquisition of Ergom as strategic, since it
would guarantee the supply of components.

                       About Fiat SpA

Headquartered in Turin, Italy, Fiat S.p.A. --
http://www.fiatgroup.com/-- manufactures and sells automobiles,  
commercial vehicles, and agricultural and construction
equipment.  Fiat's creditors include Banca Intesa, Banca Monte
dei Paschi di Siena, Banca Nazionale del Lavoro, Capitalia,
Sanpaolo IMI, and UniCredito Italiano.

Fiat operates in Argentina, Australia, Austria, Belgium, Brazil,
Bulgaria, China, Czech Republic, Denmark, France, Germany,
Greece, Hungary, India, Ireland, Italy, Japan, Lituania,
Netherlands, Poland, Portugal, Romania, Russia, Singapore,
Spain, among others.

                        *     *     *

As reported on Aug. 24, 2007, Moody's Investors Service upgraded
to Ba1 from Ba2 Fiat SpA's Corporate Family Rating, and the
group's other long-term senior unsecured ratings.

At the same time, the positive outlook on all long-term ratings
was maintained.  The short term Not Prime rating remains
unchanged.


GENERAL MOTORS: Global Third Quarter Sales Increase by 4%
---------------------------------------------------------
General Motors Corp. sold a record 2.38 million cars and trucks
around the world in the third quarter of 2007, a 4% increase
compared with last year, according to preliminary sales figures.  
GM also reported record sales outside the United States, marking
the 21st consecutive quarter of year-over-year sales increases
outside the U.S.

"GM's record third quarter sales were driven by exceptionally
strong demand in emerging markets and our improving
competitiveness in developed markets.  GM global sales of 7.06
million vehicles for the first nine months of the year reflects
solid results and more than 2 percent growth.  We're on track to
have our second-best annual sales performance in our almost 100-
year history," John Middlebrook, GM vice president, Global
Sales, Service and Marketing Operations, said.  "In the third
quarter we experienced record sales around the globe including a
22% increase in Latin America, Africa and the Middle East -- an
all-time quarterly record for that region -- and 16% growth in
the Asia-Pacific region.  We're also pleased to post a sales
gain of 15% in Europe where we sold more than 523,600 vehicles
and set a Q3 record."

GM posted record third quarter sales in Europe with deliveries
of 523,600 vehicles, up 15%.  GM had the highest quarterly
volume increase of the top-ten manufacturers in Europe. Growth
in Russia led the increase with a record 65,700 vehicles sold,
up 75%. GM's growth in Russia is also supported by the start of
Opel Antara production in St. Petersburg.  GM is on track to
sell more than 200,000 vehicles in Russia this year.  Chevrolet
achieved record European sales of 113,000 vehicles, up 28%.

Opel/Vauxhall grew volume more than 12 percent in Europe.
Cadillac sales were up 61% and HUMMER sales were up 28% in the
region.  For the first nine months of the year, GM Europe
regional sales are up more than 8% to 1.65 million vehicles.

In North America, planned reductions in daily rental sales and
softness in the U.S. market due to increasing fuel prices and
concerns about housing, resulted in sales of 1.20 million
vehicles, a decline of 6% compared with last year.  Despite a
competitive U.S. market for full-size pickups, GM continued to
show pickup truck segment leadership in the quarter thanks to
the North America Truck of the Year Chevrolet Silverado and all-
new GMC Sierra.  GM's mid-car and mid-utility crossover segments
also saw retail sales gains on the strength of mid-cars Saturn
Aura, Pontiac G6 and Chevrolet Impala, and mid-utility
crossovers GMC Acadia, Saturn Outlook and Buick Enclave.  The
newly-launched 2008 Chevrolet Malibu is building momentum as
dealer demand is taxing available supply.

Chevrolet global sales of 1.18 million vehicles in the third
quarter of 2007 were up more than 5% compared with a year ago.  
The brand grew by 46% in Asia-Pacific, 28% in Europe and 27% in
Latin America, Africa and the Middle East.

GMC sales in North America were up 8% in Q3, largely due to the
popularity of the Acadia mid-utility crossover and all-new
Sierra full-size pickup truck.  Saturn sales for the first nine
months of the year were up more than 13% due to the sales
performance of three new vehicles, the Sky roadster, Aura mid-
car and Outlook mid-utility crossover vehicle.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million
GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security
and information services.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Moody's Investors Service changed the outlook of General Motors
Corporation's long-term-debt rating to positive from negative,
and also raised the company's speculative grade liquidity rating
to SGL-1 from SGL-3 following the company's announcement of the
terms of its new contract with the UAW.  GM's existing long-term
ratings -- including B3 corporate family, Ba3 senior secured,
and Caa1 senior unsecured -- are unchanged.  The ratings of GMAC
(senior rating of Ba1/Negative outlook) are also unaffected.

As reported in the Troubled Company Reporter on Oct. 17, 2007,
Standard & Poor's Ratings Services said that its long-term
ratings on General Motors Corp. remain on CreditWatch with
positive implications, where they were placed Sept. 26, 2007.  
S&P placed the ratings on CreditWatch when GM and its main
union, the United Auto Workers, reached a tentative new labor
contract.  The UAW has since approved that contract, and GM
discussed the contract's economics.  S&P expects to resolve the
CreditWatch listing by Oct. 31, 2007.

As reported in the Troubled Company Reporter on Sept. 28, 2007,
Fitch Ratings has affirmed and removed the Issuer Default Rating
and debt ratings of General Motors from Rating Watch Negative
following the announcement that GM has reached an agreement on a
new contract with the United Auto Workers.   Fitch currently
rates GM as: IDR 'B'; Senior secured 'BB/RR1'; and Senior
unsecured 'B- /RR5'.  Fitch said GM's rating outlook is
negative.


GENERAL MOTORS: S&P Affirms Corporate Credit Rating at B
--------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'B'
corporate credit rating and other ratings on General Motors
Corp. and removed them from CreditWatch with positive
implications, where they were placed Sept. 26, 2007, following
agreement on the new labor contract.  The outlook is stable.  
Earlier this week, the ratings on GMAC LLC (BB+/Watch Neg/B-1;
49% General Motors-owned), the automotive finance and insurance
operation, and on GMAC's Residential Capital LLC mortgage unit
(BBB-/Watch Neg/A-3) were placed on CreditWatch with negative
implications.  General Motors's rating action has no effect on
the ratings on GMAC or ResCap.
      
"The rating affirmation and stable outlook reflects S&P's view
that General Motors's new contract with the United Auto Workers
is a substantial positive for the company's efforts to return
automotive operations in North America to positive cash
generation," said S&P's credit analyst Robert Schulz, "despite a
number of negatives that will challenge General Motors's ability
to continue reducing cash use in North America in the near
term."  The stable outlook indicates S&P's belief that General
Motors will continue to make progress on its turnaround program
in North America, that auto operations outside North America
will remain improved contributors, and that General Motors will
manage its liquidity to satisfactory levels.
     
General Motors will face several serious challenges during the
next two years, however.  First, the greatest portion of cash
benefits from the contract will not begin to accrue to General
Motors until 2010, and the health care cost savings are subject
to final court approval.  Until then, General Motors could
continue to use substantial cash in its automotive operations.  
These causes of negative automotive cash flow include the
potential for a recession in the U.S., and even without a
recession, a weak outlook for U.S. light-vehicle sales in 2008.  
S&P expects U.S. light-vehicle sales to be about 16 million
units in 2008, virtually flat with sales in 2007, which has
turned out to be a weaker year than initially expected.  Other
uses of cash will include cash restructuring costs and General
Motors's need to fund certain United Auto Worker contract
provisions prior to 2010.  Furthermore, over the next two years,
General Motors will introduce key new vehicles in North America
at a relatively slower pace than it did in 2006 and 2007.
     
GMAC's automotive finance and insurance operations remain
profitable.  But the ResCap mortgage unit has had very poor
results recently, and this will depress General Motors's
consolidated results.  GMAC will retain a significant portion of
its earnings during the next two years, rather than pay
dividends to General Motors.
     
S&P expects over time to place greater weight on the substantial
health care and other cash savings beginning in 2010 as
stipulated in the current UAW contract.  But it is important to
note that General Motors's automotive results, industry
conditions, and the economic outlook will be crucial components
of any such future review, and accordingly, the threshold for a
revision of the outlook back to negative is low given the
current lack of visibility into prospective results in North
America.
     
General Motors is making progress on its North American
turnaround, and S&P expects that trend to continue.  S&P also
expects General Motors to maintain substantial cash balances and
access to liquidity during the next two years.  General Motors
will likely continue to use cash into 2008, and the stable
outlook reflects that expectation, but does not include the much
sharper use of cash that would result from the type of decline
in U.S. light-vehicles sales that would accompany a recession.
     
The outlook could be revised to negative or the ratings lowered,
despite the health care savings that will start to accrue in
2010, if S&P came to expect that General Motors's substantial
cash outflow would fail to continue moderating or begins to
worsen because of setbacks, whether General Motors-specific or
stemming from market conditions.  S&P does not expect to revise
the outlook to positive within the next year, given the
uncertain economic outlook and ongoing turnaround plan execution
risk.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/ -- was founded in 1908.  GM employs  
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million
GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security
and information services.


GERDAU AMERISTEEL: Reports Selected Quarterly Financial Results
---------------------------------------------------------------
Gerdau Ameristeel Corporation disclosed certain selected
comparative financial and operating data for the three months
ended Sept. 30, 2007 and 2006.  As previously announced, the
company completed the acquisition of Chaparral Steel Company on
Sept. 14, 2007.  All data presented below includes results for
Chaparral from the date of the acquisition on Sept. 14, 2007 to
and including Sept. 30, 2007.  The financial and operating data
presented will be included in Gerdau Ameristeel's unaudited
consolidated financial statements for the nine months ended
Sept. 30, 2007 and accompanying management's discussion and
analysis of results of operations and financial condition, which
are expected to be released on or about Nov. 7, 2007.  

For the three months ended Sept. 30, 2007, Gerdau Ameristeel's
mill external and fabricated steel shipments were approximately
1.79 million tons, an increase of approximately 123,000 tons, or
7%, compared to the three months ended Sept. 30, 2006.  The
average mill external shipment selling prices were approximately
US$659 per ton for the three months ended Sept. 30, 2007, an
increase of approximately US$67 per ton or 11% from the average
mill external shipment selling prices for the three months ended
Sept. 30, 2006.  Scrap raw material cost used in production
increased by approximately US$16 per ton, or 8%, to
approximately US$219 per ton for the three months ended
Sept. 30, 2007 compared to US$203 per ton for the three months
ended Sept. 30, 2006.  Metal spread, the difference between mill
selling prices and scrap metal cost, increased approximately
US$50 per ton for the three months ended Sept. 30, 2007,
compared to the three months ended Sept. 30, 2006.

Cash, cash equivalents and short-term investments of Gerdau
Ameristeel as at Sept. 30, 2007 were US$218 million.  As at
Sept. 30, 2007, Gerdau Ameristeel had approximately US$4.35
billion in total debt, including US$3.9 billion of loans
incurred in connection with the acquisition of Chaparral.  
Gerdau Ameristeel intended to use the net proceeds from its
previously announced proposed offering of common shares to
partially repay the loans incurred for the acquisition of
Chaparral.  Gerdau Ameristeel expected that the combination with
Chaparral's operations will generate annual pre-tax operating
synergies in excess of US$55 million by the end of 2008 and an
additional approximately US$20 million of annual tax-related
synergies by the end of 2008.

                    About Gerdau Ameristeel

Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) -- http://www.ameristeel.com/-- is a  
mini-mill steel producer in North America.  Through its
vertically integrated network of 17 mini-mills, 17 scrap
recycling facilities and 52 downstream operations, Gerdau
Ameristeel serves customers throughout North America.  The
company's products are sold to steel service centers, steel
fabricators, or directly to original equipment manufactures for
use in a variety of industries, including construction, cellular
and electrical transmission, automotive, mining and equipment
manufacturing.  Gerdau Ameristeel is a unit of Brazilin firm
Gerdau SA.

                        *     *     *

As reported in the Troubled Company Reporter on Oct 1, 2007,
Moody's Investors Service confirmed these ratings on Gerdau
Ameristeel Corporation: (i) 'Ba1' probability of default rating;
(ii) 'Ba1' corporate family rating; and (iii) 'Ba1', LGD4 59%
US$405 million senior unsecured regular bond.   Moody's said the
outlook for all ratings is stable.


* BRAZIL: Oil Production Falls Due to Offshore Rigs Problems
------------------------------------------------------------
The problems with offshore drilling rigs in the Campos Basin
have resulted to drop in Brazil's domestic oil and natural gas
output in September, the Associated Press reports, citing
Petroleo Brasileiro SA.

AP relates that last month's combined oil and gas equivalent
declined 2% from August and 1.1 percent compared to Sept. 2006.  
Petrobras disclosed that the combined production averaged
2,035,183 barrels a day in September.

Petrobras claimed that the oil production is expected to
increase followinf the resolution of the problems in the oil
rigs in the Campos Basin near Rio de Janeiro, AP adds.

According to Petrobras, two new rigs in the Campos Basin, each
with a capacity of 180,000 barrels a day, will come on line by
December.  In addition, mobile rig off the coast of Espirito
Santo state, north of Rio de Janeiro, is expected to produce up
to 100,000 barrels a day.

AP says that Brazil started production on the huge P-50 rig on
April 21.  The country consumed about 1.85 million barrels a
day.  However, Brazil still imported light crude oil for refined
products, while it produced and exported mostly heavy crude oil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 14, 2007, Fitch Ratings upgraded Brazil's long-term foreign
and local currency sovereign Issuer Default Ratings to 'BB+'
from 'BB' and the Country Ceiling to 'BBB-' from 'BB+'.  In
addition, Fitch affirmed Brazil's Short-term IDR at 'B'.  Fitch
said the rating outlook is stable.




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


AI (EURO): Sets Final Shareholders Meeting for Nov. 2
-----------------------------------------------------
AI (Euro), Ltd. will hold its final shareholders meeting on
Nov. 2, 2007 at 9:00 a.m., at the company's registered office.

These agendas will be taken during the meeting:

   1) accounting of the winding-up process and how the property
      has been disposed of; and

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

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

The liquidator can be reached at:

          Richard L. Finlay
          Attention: Krysten Lumsden
          P.O. Box 2681, George Town
          Grand Cayman, Cayman Islands
          Telephone: (345) 945 3901
          Fax: (345) 945 3902


BEAR STEARNS: Massachusetts Regulators Probing Firm
---------------------------------------------------
Securities regulators in the office of William F. Galvin,
secretary of state of the Commonwealth of Massachusetts, are
investigating whether Bear Stearns Cos. traded mortgage-backed
securities for its own account with two of its collapsed hedge
funds without informing the funds' independent directors in
advance, Jennifer Levitz at The Wall Street Journal reports.  
The state believes that it has a standing on behalf of some
residents who invested in Funds, Ms. Levitz says, citing people
familiar with the issue.

Bear Stearns High-Grade Structured Credit Strategies Master
Fund, Ltd., and Bear Stearns High-Grade Structure Credit
Strategies Enhanced Fund, Ltd., filed liquidation proceedings in
the Grand Court of Cayman Islands and ancillary proceedings
under Chapter 15 of the U.S. Bankruptcy Code in July 2007.  
Investors lost about $1,600,000,000 in the Funds' collapse.

According to the Journal, the Massachusetts investigation
appears to be the first suggestion that potential conflicted
trading at Bear Stearns is being scrutinized.  Massachusetts'
regulators have found "a material number of principal
transactions" between Bear Stearns Cos. and the hedge funds, Ms.
Levitz says.

The Journal notes that the Bear Stearns Funds' offering
memorandum listed 12 types of arrangement that could lead to
conflict, including handling brokerage business for the funds,
allocating positions between the funds and other entities
managed by Bear Stearns Cos., valuing the assets of
partnerships, and lending to the funds.

The Funds' memorandum note that federal securities law mandates
that any investment adviser whose affiliates engage in principal
trading with clients must obtain their consent in writing in
advance, and Bear Stearns Asset Management, the Funds'
investment manager, promised in the memorandum that it would
obtain consent from the directors, the Journal says.  

The Funds each had the same five directors, three of whom were
affiliated with Bear Stearns Cos.  The memorandum identified
Scott P. Lennon and Michelle Wilson-Clarke, both executives at
Walkers SPV, Ltd., a fund administrator in the Cayman Islands,
as the independent directors, the Journal notes.

Howard Schiffman, a securities lawyer and former enforcement
lawyer at the Securities and Exchange Commission, related to the
Journal that advance disclosure of so-called principal trades is
a "longstanding principle" for investment companies and that "a
fund could be accused of breaching fiduciary duty if proper
disclosure was not made."

The Massachusetts regulators are also looking at why Bear
Stearns research analysts upgraded subprime lender New Century
Financial Corp., from "sell" to "neutral" on March 1, 2007,
before the company filed for Chapter 11, the Journal relates.

Russell Sherman, a Bear Stearns Cos. spokesperson, told the
Journal that the company is cooperating with all inquiries about
the two funds.  Mr. Sherman, however, provided no comment on the
investigation.

The U.S. Attorney's office in Brooklyn, New York, and the
Securities and Exchange Commission are conducting separate probe
on the circumstances of the Funds' collapse.

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon
Lovell Clayton Whicker and Kristen Beighton at KPMG were
appointed joint provisional liquidators.  The joint liquidators
filed for Chapter 15 petitions before the U.S. Bankruptcy Court
for the Southern District of New York the next day.  On
Aug. 30, 2007, the Honorable Burton R. Lifland denied the Funds
protection under Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent
the liquidators in the United States.  The Funds' assets and
debts are estimated to be more than US$100,000,000 each.  (Bear
Stearns Funds Bankruptcy News; Bankruptcy Creditors' Service
Inc.; http://bankrupt.com/newsstand/or 215/945-7000).  


GEM LIGOS: Proofs of Claim Filing Deadline Is Nov. 2
----------------------------------------------------
Gem Ligos II, Limited's creditors are given until Nov. 2, 2007,
to prove their claims to David Dyer, the company's liquidator,
or be excluded from receiving any distribution or payment.

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

Gem Ligos' shareholders agreed on Sept. 17, 2007, to place the
company into voluntary liquidation under The Cayman Islands'
Companies Law (2007 Revision).

The liquidator can be reached at:

         David Dyer
         Deutsche Bank (Cayman) Limited
         P.O. Box 1984, Boundary Hall
         Cricket Square, Grand Cayman KY1-1104
         Cayman Islands


HALLIBURTON ENERGY: Holding Final Shareholders Meeting on Nov. 2
----------------------------------------------------------------
Halliburton Energy Development (Kazakhstan) Limited will hold
its final shareholders meeting on Nov. 2, 2007 at:

          2101 City West Blvd.
          Bldg. 2, Suite 1803A
          Houston, Texas 77042
          USA

These agendas will be taken during the meeting:

   1) accounting of the winding-up process and how the property
      has been disposed of; and

   2) giving any explanation thereof.

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:

          Brent Savage
          2101 City West Blvd.
          Bldg. 2, Suite 1803A
          Houston, Texas 77042
          USA


HEART BEAT: Proofs of Claim Filing Ends on Nov. 2
-------------------------------------------------
Heart Beat Funding Corp.'s creditors are given until
Nov. 2, 2007, to prove their claims to David Dyer, the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

Heart Beat's shareholders agreed on Sept. 17, 2007, to place the
company into voluntary liquidation under The Cayman Islands'
Companies Law (2007 Revision).

The liquidator can be reached at:

         David Dyer
         Deutsche Bank (Cayman) Limited
         P.O. Box 1984, Boundary Hall
         Cricket Square, Grand Cayman KY1-1104
         Cayman Islands


INT'L ADMINISTRATIVE: Sets Final Shareholders Meeting for Nov. 2
----------------------------------------------------------------
International Administrative Services, Ltd., will hold its final
shareholders meeting on Nov. 2, 2007 at:

          2101 City West Blvd.
          Bldg. 2, Suite 1803A
          Houston, Texas 77042
          USA

These agendas will be taken during the meeting:

   1) accounting of the winding-up process and how the property
      has been disposed of; and

   2) giving any explanation thereof.

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:

          Brent Savage
          2101 City West Blvd.
          Bldg. 2, Suite 1803A
          Houston, Texas 77042
          USA


J SPIRES: Proofs of Claim Filing Is Until Nov. 2
------------------------------------------------
J Spires Limited's creditors are given until Nov. 2, 2007, to
prove their claims to David Dyer, the company's liquidator, or
be excluded from receiving any distribution or payment.

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

J Spires' shareholders agreed on Sept. 17, 2007, to place the
company into voluntary liquidation under The Cayman Islands'
Companies Law (2007 Revision).

The liquidator can be reached at:

         David Dyer
         Deutsche Bank (Cayman) Limited
         P.O. Box 1984, Boundary Hall
         Cricket Square, Grand Cayman KY1-1104
         Cayman Islands


KIPPERS INTERNATIONAL: Proofs of Claim Filing Deadline Is Nov. 2
----------------------------------------------------------------
Kippers International Limited's creditors are given until
Nov. 2, 2007, to prove their claims to David Dyer, the company's
liquidator, or be excluded from receiving any distribution or
payment.

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

Kippers International's shareholders agreed on Sept. 17, 2007,
to place the company into voluntary liquidation under The Cayman
Islands' Companies Law (2007 Revision).

The liquidator can be reached at:

         David Dyer
         Deutsche Bank (Cayman) Limited
         P.O. Box 1984, Boundary Hall
         Cricket Square, Grand Cayman KY1-1104
         Cayman Islands


KONDOR 2001-A: Proofs of Claim Filing Ends on Nov. 2
----------------------------------------------------
Kondor 2001-A Limited's creditors are given until Nov. 2, 2007,
to prove their claims to David Dyer, the company's liquidator,
or be excluded from receiving any distribution or payment.

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

Kondor 2001-A's shareholders agreed on Sept. 17, 2007, to place
the company into voluntary liquidation under The Cayman Islands'
Companies Law (2007 Revision).

The liquidator can be reached at:

         David Dyer
         Deutsche Bank (Cayman) Limited
         P.O. Box 1984, Boundary Hall
         Cricket Square, Grand Cayman KY1-1104
         Cayman Islands


KONDOR 2001-B: Proofs of Claim Filing Ends on Nov. 2
----------------------------------------------------
Kondor 2001-B Limited's creditors are given until Nov. 2, 2007,
to prove their claims to David Dyer, the company's liquidator,
or be excluded from receiving any distribution or payment.

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

Kondor 2001-B's shareholders agreed on Sept. 17, 2007, to place
the company into voluntary liquidation under The Cayman Islands'
Companies Law (2007 Revision).

The liquidator can be reached at:

         David Dyer
         Deutsche Bank (Cayman) Limited
         P.O. Box 1984, Boundary Hall
         Cricket Square, Grand Cayman KY1-1104
         Cayman Islands


SHORELINE GROUP: Creditors Must File Proofs of Claim by Nov. 15
---------------------------------------------------------------
Shoreline Group Ltd.'s creditors are required to submit proofs
of claim by Nov. 15, 2007, to Global Captive Management Ltd.,
the company's liquidator, or be excluded from receiving any
distribution or payment.

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

Shoreline Group's shareholders agreed on Sept. 18, 2007,
to place the company into voluntary liquidation under The
Cayman Islands' Companies Law (2007 Revision).

The liquidator can be reached at:

          Global Captive management Ltd.
          Building 3, 2nd Floor
          Governors Square, 23 Lime Tree Bay
          P.O. Box 1363
          Grand Cayman KY1 1108, Cayman Islands

For inquiries, you may contact:

          Peter Mackay
          Tel: (345) 949 7966


TMCMBS-1: Proofs of Claim Filing Is Until Nov. 2
------------------------------------------------
TMCMBS-1's creditors are given until Nov. 2, 2007, to prove
their claims to David Dyer, the company's liquidator, or be
excluded from receiving any distribution or payment.

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

TMCMBS-1's shareholders agreed on Sept. 17, 2007, to place the
company into voluntary liquidation under The Cayman Islands'
Companies Law (2007 Revision).

The liquidator can be reached at:

         David Dyer
         Deutsche Bank (Cayman) Limited
         P.O. Box 1984, Boundary Hall
         Cricket Square, Grand Cayman KY1-1104
         Cayman Islands




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


BOSTON SCIENTIFIC: Posts US$272 Million Third Quarter Net Loss
--------------------------------------------------------------
Boston Scientific Corporation has reported net sales of US$2.048
billion for the third quarter ended Sept. 30, 2007, as well as
guidance for net sales and earnings per share for the fourth
quarter of 2007.

Highlights

-- Reported net sales of US$2.048 billion, which was at the
    mid-point of guidance, and adjusted earnings per share of
    US$0.20, which exceeded guidance

-- Attained number one position in the worldwide drug-eluting
    stent market

-- Achieved drug-eluting stent market share leadership in Japan

-- Reached 56 percent market share in the U.S. drug-eluting
    stent market, up from 54 percent last quarter

-- Reported year-over-year worldwide cardiac rhythm management
    sales growth of 16 percent, including implantable
    cardioverter defibrillator growth of 18 percent

-- Announced several new initiatives designed to increase
    shareholder value, including the planned sale of business
    units, and expense and head count reductions

-- Amended the company's term loan agreement, providing
    increased financial flexibility, while prepaying US$1
    billion of the loan
    
Net sales for the third quarter of 2007 were US$2.048 billion as
compared to US$2.026 billion for the third quarter of 2006.  
Worldwide sales of the company's drug-eluting coronary stent
systems for the third quarter of 2007 were US$448 million as
compared to US$572 million for the third quarter of 2006. U.S.
sales of drug-eluting coronary stent systems for the third
quarter of 2007 were US$240 million as compared to US$384
million for the third quarter of 2006.  International sales of
drug-eluting coronary stent systems were US$208 million for the
third quarter of 2007 as compared to US$188 million for the
third quarter of 2006.  Worldwide sales of coronary stent
systems for the third quarter of 2007 were US$507 million as
compared to US$607 million for the third quarter of 2006. U.S.
sales of coronary stent systems for the third quarter of 2007
were US$268 million as compared to US$397 million for the third
quarter of 2006.  International sales of coronary stent systems
were US$239 million for the third quarter of 2007 as compared to
US$210 million for the third quarter of 2006.
    
Worldwide sales of the company's CRM group for the third quarter
of 2007 were US$517 million, which included US$372 million of
ICD sales, as compared to worldwide CRM sales of US$446 million
for the third quarter of 2006, which included US$315 million of
ICD sales. U.S.  CRM sales for the third quarter of 2007 were
US$343 million, which included US$261 million of ICD sales, as
compared to U.S. CRM sales of US$296 million for the third
quarter of 2006, which included US$221 million of ICD sales.
International CRM sales for the third quarter of 2007 were
US$174 million, which included US$111 million of ICD sales, as
compared to International CRM sales of US$150 million for the
third quarter of 2006, which included US$94 million of ICD
sales.
    
Reported net loss for the third quarter of 2007 was US$272
million, or US$0.18 per share. Reported results for the third
quarter of 2007 included acquisition- and divestiture-related
charges (after-tax) of US$435 million, or US$0.29 per share,
which included a previously disclosed and expected loss of
approximately US$352 million, primarily associated with the
impairment of goodwill in connection with the anticipated sale
of our auditory and drug pump businesses and US$75 million of
in-process research and development related to the acquisition
of Remon Medical Technologies, Inc.  Adjusted net income for the
quarter, excluding acquisition- and divestiture-related charges
and amortization expense, was US$299 million, or US$0.20 per
share.  Reported net income for the third quarter of 2006 was
US$76 million, or US$0.05 per share.  Reported results for the
third quarter of 2006 included acquisition-related charges
(after-tax) of US$77 million, or US$0.05 per share.  Adjusted
net income for the third quarter of 2006, excluding acquisition-
related charges and amortization expense, was US$271 million, or
US$0.18 per share.
    
"The quarter represented something of a turn for us, with a
number of positive developments, including our attaining the
number one position in worldwide drug-eluting stent sales,
significant market share growth in drug-eluting stents, strong
year-over-year cardiac rhythm management growth and continued
solid growth in Endosurgery," said Jim Tobin, President and
Chief Executive Officer of Boston Scientific.  "Going forward,
the restructuring initiatives we announced earlier this week
will help us better focus on our core businesses and priorities,
to strengthen the company for the future and should lead to
improved, long-term, profitable sales growth."

              Guidance for Fourth Quarter 2007    

The company estimates net sales for the fourth quarter of 2007
between US$2.05 billion and US$2.15 billion. Adjusted earnings
-- excluding charges related to acquisitions, divestitures and
restructuring, and amortization expense -- are estimated to be
in a range of US$0.14 and US$0.19 per share.  The company
estimates a net loss on a GAAP basis between US$0.09 and US$0.02
per share.  GAAP guidance excludes any potential gains or losses
related to disposition of previously announced business
divestitures.

                   About Boston Scientific

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--  
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  The company
has offices in Argentina, Chile, France, Germany, and Japan,
among others.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2007,
Standard & Poor's Ratings Services said that its ratings on
Boston Scientific Corp., including the 'BB+' corporate credit
rating, remain on CreditWatch with negative implications, where
they were placed Aug. 3, 2007.


BOSTON SCIENTIFIC: S&P Affirms BB+ Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its ratings on
Boston Scientific Corp. (including the 'BB+' corporate credit
rating) and removed them from CreditWatch, where they were
placed with negative implications Aug. 3, 2007.  The rating
outlook is negative.
      
"The rating action reflects expectations that more aggressive
cost-cutting efforts and moderate debt paydown (via asset sales)
will modestly improve debt protection measures, notwithstanding
continuing pressures in two of the company's key markets," said
S&P's credit analyst Cheryl Richer.
     
The 'BB+' rating reflects Boston Scientific's broad portfolio of
market-leading medical devices and its strong cash flows.  These
strengths are offset by high debt leverage, operational
difficulties, and a contraction in both the cardiac rhythm
management and drug-eluting stent markets.
     
The company's acquisition of Guidant Corp. increased debt to
US$9 billion from US$2 billion; debt was US$8.9 billion at
June 31, 2007, and debt leverage increased to more than 4.0 for
the 12 months ended June 31, 2007 as a result of continued
EBITDA erosion.  In August 2007, Boston Scientific paid down
US$750 million of debt.  Pro forma (but adjusted for US$125
million and US$25 million of operating leases and unfunded post
retirement benefit obligations, respectively), debt to EBITDA
was 3.8 at June 30, 2007.  S&P expects leverage to approach 3.5
by year-end 2008, unless the company experiences a further,
substantial erosion in sales.

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--  
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  The company
has offices in Argentina, Chile, France, Germany, and Japan,
among others.




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


SOLUTIA INC: Court Approves Fifth Amended Disclosure Statement
--------------------------------------------------------------
The Honorable Prudence Carter of the U.S. Bankruptcy Court for
the Southern District of New York approved the Fifth Amended
Disclosure Statement of Solutia Inc. and its debtor-affiliates
as containing adequate information within the meaning of Section
1125 of the Bankruptcy Code.

Judge Beatty found that each of the objections to the Disclosure
Statement have either been (i) withdrawn or rendered moot by
proposed modifications to the Disclosure Statement or (ii)
overruled.  In addition, the Debtors and Industrial Waste Area
Generator Group II have agreed that the entry of the Disclosure
Statement Order will be without prejudice to IWAG's rights to
raise any and all issues at the Confirmation Hearing.

Judge Beatty also determined that the solicitation procedures
provide a fair and equitable voting process and are consistent
with Section 1126.

Ballots will be provided to holders of claims in Classes 3
(Senior Secured Note Claims), Class 5 (CPFilms Claims), Class 11
(Monsanto Claim), Class 12 (Noteholder Claims), Class 13
(General Unsecured Claims), Class 14 (Retiree Claim), Class 15
(Pharmacia Claims), Class 19 (Security Claims) and holders of
Equity Interests entitled to Vote in Class 20 (Equity Interests)
because those claims and interests are classified as being
impaired by, and entitled to vote under, the Consensual Plan.  
The Ballots and Master Ballots for holders of claims in Class 3
will not be counted and will be disregarded for all purposes in
the event that the Senior Secured Note Claims are determined to
be unimpaired under the Plan.

Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, the record date for purposes of determining which
Holders of Claims and Equity Interests are entitled to receive
Solicitation Packages and, where applicable, vote on the Amended
Plan, will be Oct. 22, 2007.  Only Holders of Claims and Equity
Interests as of the Record Date will be entitled to vote to
accept or reject the Plan, and where applicable, make any
election set forth on the Ballot or participate in the Rights
Offering.

Judge Beatty ordered that all Ballots and Master Ballots cast on
behalf of Beneficial Holders must be properly executed,
completed and delivered to the Debtors, voting agent, Voting
Agent Financial Balloting Group, LLC, no later than 5:00 p.m. on
Nov. 26, 2007.  The Debtors, subject to Court approval, will
have the ability to extend in writing the Voting Deadline.  
Certification of Ballots will be filed no later than
Nov. 28, 2007, at 2:00 p.m.

Plan Confirmation Objection deadline is due Nov. 21, 2007, at
5:00 p.m.  In the event that multiple objections to the Plan
Confirmation are filed, the Debtors and any other party-in
interest are authorized to file a single, omnibus reply to those
objections.

"With the disclosure statement approved, a fully consensual plan
of reorganization in hand, and the confirmation hearing
scheduled, we now have a clear path to emergence from Chapter
11," Jeffry N. Quinn, chairman, president and chief executive
officer of Solutia, said in a press statement.

The Debtors anticipate for their Plan to be effective by
June 30, 2008.

                      About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in  
the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.  Solutia
has operations in Malaysia, China, Singapore, Belgium, and
Colombia.  The company and 15 debtor-affiliates filed for
chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No.
03-17949).  When the Debtors filed for protection from their
creditors, they listed US$2,854,000,000 in assets and
US$3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer &
Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Disclosure Statement hearing began on
July 10, 2007, and is continued to Oct. 19, 2007.  (Solutia
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


SOLUTIA INC: Court Sets Nov. 29 Plan Confirmation Hearing
---------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy
Court for the Southern District of New York set Nov. 29, 2007,
as the hearing date to consider confirmation of Solutia Inc. and
its debtor-affiliates' Fifth Amended Plan of Reorganization.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in  
the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.  Solutia
has operations in Malaysia, China, Singapore, Belgium, and
Colombia.  The company and 15 debtor-affiliates filed for
chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No.
03-17949).  When the Debtors filed for protection from their
creditors, they listed US$2,854,000,000 in assets and
US$3,223,000,000 in debts.

Solutia is represented by Allen E. Grimes, III, Esq., at
Dinsmore & Shohl, LLP and Conor D. Reilly, Esq., at Gibson,
Dunn & Crutcher, LLP.  Trumbull Group LLC is the Debtor's claims
and noticing agent.  Daniel H. Golden, Esq., Ira S. Dizengoff,
Esq., and Russel J. Reid, Esq., at Akin Gump Strauss Hauer &
Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Disclosure Statement hearing began on
July 10, 2007, and is continued to Oct. 19, 2007.  (Solutia
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)




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


CAREY INT'L: Moody's Upgrades Corporate Family Rating to B3
------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating
of Carey International, Inc. to B3 from Caa2 based on the
expectation of a new capital structure and a refinancing of the
debt that provides the company with financial flexibility.  
Simultaneous with the execution of this new capital structure,
the CFR and ratings on the existing bank debt will be withdrawn.

Headquartered in Washington, D.C., Carey is a leading provider
of limousine services serving 550 cities in 65 countries.  Its
Latin American operations include Bahamas, Barbados, Bermuda,
Brazil, Chile, Costa Rica, Mexico, Peru, Puerto Rico, and
Trinidad and Tobago.  Revenues for the year ended May 31, 2007
were about US$253 million.




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


* CUBA: Names JV with Venezuela Telecomunicaciones Gran
-------------------------------------------------------
The Cuban News Agency reports that the Cuban and Venezuelan
governments have named their joint venture firm
Telecomunicaciones Gran Caribe, which will deploy and run an
underwater fiber optic cable that would connect the two nations.

According to the Cuban News, the undersea cable will stretch
from La Guaira, in Venezuela to Siboney, in eastern Cuba.

The Cuban News notes that Telecomunicaciones Gran will engage in
direct marketing and rendering of telecommunications services.

Venezuela's CVG Telecomunicaciones C.A. will hold 60% of
Telecomunicaciones Gran, while Cuba's Cuban Transbit S.A. will
have a 40% in the firm.  Telecomunicaciones Gran will be
headquartered in Caracas, Venezuela.  It will also have a unit
in Cuba, the Cuban News Agency states.

                        *     *     *

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




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


BANCO INTERCONTINENTAL: Ex-Pres. Guilty of Monetary Law Breach
--------------------------------------------------------------
The Dominican Republic's National District First Collegiate
Tribunal of the Court of First Instance has found former Banco
Intercontinental head Ramon Baez Figueroa and the bank's vice
president Marcos Baez Cocco guilty of breaching the nation's
monetary law and irregular banking practices, various reports
say.

These former Banco Intercontinental officials were charged of
money laundering:

          -- Mr. Figueroa,

          -- Mr. Cocco,

          -- another Banco Intercontinental vice president
             Vivian Lubrano,

          -- former secretary of the Banco Intercontinental
             board of directors Jesus Maria Troncoso Ferrua, and

          -- external consultant and business associate Luis
             Alvarez Renta.

According to Dominican Today, charges of money laundering or
abuse of confidence against Messrs. Figueroa and Cocco were
dismissed.  Mr. Figueroa was sentenced to 10 years imprisonment
and ordered to pay DOP63 billion in compensation, while Mr.
Cocco will be sentenced on Nov. 16, 2007.

Reuters notes that Mr. Renta was found guilty of fraud and
sentenced to 10 years in jail.  He will pay DOP265,000 in
damages.  Due to insufficient evidence, Ms. Lubrano de Castillo
and Mr. Ferrua were acquitted of all charges.  Coercion measures
against Mr. Ferrua and Ms. Lubrano de Castillo were lifted.

Dominican Today says that the court also ruled that the state
shouldn't have confiscated all of Banco Intercontinental assets
and that there had been inadequate supervision of banking
practices by authorities.

Judge Antonio Sanchez Mejia, who hears the case, told Dominican
Today that the decision was based on the Banco Intercontinental
case and that the court hadn't been swayed by public commentary.  
He commented to Dominican Today, "It is worth pointing out that
this will be a sentence cemented by the force of law, and not
the law of force."

Located in Dominican Republic, Banco Intercontinental aka
Baninter collapsed in 2003 as a result of a massive fraud and a
resulting deficit of US$2.2 billion.  As a consequence, all of
its branches were closed.  The bank's current and savings
accounts holders were transferred to the bank's new owner --
Scotiabank.  The bankruptcy of Baninter was considered the
largest in world history, in relation to the Dominican
Republic's Gross Domestic Product.  The resulting deficit was
equal to 12% to 15% of the country's national GDP.  It costs
Dominican taxpayers DOP55 billion and resulted to the country's
worst economic crisis.




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


PETROECUADOR: Reaches Deal with Amazon Strikers
-----------------------------------------------
Ecuadorian state-run oil firm Petroecuador told Reuters that it
reached an agreement with protesters in Amazon.

As reported in the Troubled Company Reporter-Latin America on
Oct. 19, 2007, Petroecuador said that Amazon residents launched
a protest against the company.  A company spokesperson said that
dozens of villagers in Shushufindi, Sucumbios, blocked roads
leading to Petroecuador oil facilities, demanding more jobs.  
Protesters are blocking oil workers and necessary fuels from
reaching oil fields, particularly the 45,000-barrels-per-day
Shushufindi oil field and the 90,000-per-day oil Block 15.  

Petroecuador told Reuters that it lost about 26,227 barrels of
crude and US$2 million in revenues.

According to Petroecuador's statement, its daily production
declined to 155,364 barrels last week from the previous week's
average of 174,124 barrels.  It would take 80 days to reach
normal output levels.

The Ecuadorian government's negotiators agreed to some of the
villagers' demands for more jobs, Reuters states.

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




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


ADVANCED MICRO: Posts US$396MM Net Loss for Third Quarter 2007
--------------------------------------------------------------
Advanced Micro Devices, Inc. reported an operating loss of
US$226 million, and a net loss of US$396 million for the third
quarter 2007.  In the third quarter, AMD reported third quarter
2007 revenue of US$1.632 billion, an 18 percent increase
compared to the second quarter of 2007 and a 23 percent
improvement compared to the third quarter of 2006.

Third quarter results include a negative impact of US$120
million, or US$0.22 per share, due to ATI acquisition-related,
integration and severance charges and impairment of assets.  In
the second quarter of 2007, AMD reported revenue of US$1.378
billion and an operating loss of US$457 million.  In the third
quarter of 2006, AMD reported revenue of US$1.328 billion and
operating income of US$121 million.

"We are encouraged by the progress we made in our third quarter
financial results.  We delivered a strong revenue increase,
gained 8 percentage points of gross margin and reduced our
operating loss by more than half," said Robert J. Rivet, AMD's
chief financial officer.  "We sold a record number of
microprocessors through our distribution channel and began
revenue shipments of Quad-core AMD Opteron processors in the
quarter.

"Graphics segment revenue increased 29 percent sequentially, as
customers increasingly adopted AMD's new ATI Radeon HD 2000
series of graphics processors."

Third quarter charges of US$120 million consisted of ATI
acquisition-related, integration and severance charges of
US$78 million and asset impairments of US$42 million associated
with AMD's ownership of Spansion, Inc. common stock.

Third quarter 2007 gross margin was 41 percent, compared to
33 percent in the second quarter of 2007 and 51 percent in the
third quarter of 2006.  The increase from the prior quarter was
due to increased microprocessor unit shipments, manufacturing
efficiencies, improved inventory management, and a richer
product mix in the Computing Solutions and Graphics segments.

                    Computing Solutions

Third quarter Computing Solutions segment revenue was US$1.283
billion, a 17 percent sequential increase.  The increase was
driven primarily by a 19 percent increase in microprocessor
revenue.  Microprocessor unit shipments increased 16 percent
sequentially.  Mobile processor unit shipment growth remained
strong, increasing 41 percent sequentially and 68 percent year-
over-year.

                          Graphics

Graphics segment revenue of US$252 million grew 29 percent from
the second quarter of 2007.  The success of the new ATI Radeon
HD 2000 series of graphics processors led to increased unit
shipments and revenue.

                   Consumer Electronics

Third quarter Consumer Electronics segment revenue was
US$97 million, compared with US$85 million in the second
quarter of 2007 driven by improved handheld unit sales and
increased game console royalties.

                      Current Outlook

AMD's outlook statements are based on current expectations.
The following statements are forward looking, and actual results
could differ materially depending on market conditions and the
factors set forth under "Cautionary Statement" below.

In the seasonally up fourth quarter, AMD expects revenue to
increase in line with seasonality.

                         About AMD

Advanced Micro Devices Inc. -- http://www.amd.com/-- (NYSE:
AMD) designs and manufactures microprocessors and other
semiconductor products.

The company has a facility in Singapore. It has sales offices in
Belgium, France, Germany, the United Kingdom, Mexico and Brazil.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Standard & Poor's Ratings Services affirmed its B/Negative/--
corporate credit rating on Sunnyvale, California-based Advanced
Micro Devices Inc.  At the same time, S&P assigned its 'B'
rating to the company's US$1.5 billion 5.75% senior convertible
notes due 2012, and raised the rating on the company's existing
senior unsecured debt to 'B' from 'B-', because the company no
longer has secured debt in its capital structure.

As reported in the Troubled Company Reporter on Aug. 13, 2007,
Fitch Ratings has assigned a 'CCC+/RR6' rating to Advanced Micro
Devices Inc.'s private placement of US$1.5 billion 5.75%
convertible senior notes due 2012.  The 'CCC+/RR6' rating also
applies to up to US$225 million of additional notes issued
within the next 30 days to cover over-allotments.  The 'BB-/RR2'
rating on AMD's US$1.69 billion Term Loan B due 2010 is affirmed
and withdrawn, as the company will use net proceeds from debt
issuance, as well as available cash, to fully repay the term
loan.

Fitch also affirmed the company's Issuer Default Rating at 'B';
and Senior unsecured debt at 'CCC+/RR6'.

As reported in the Troubled Company Reporter on July 26, 2007,
Standard & Poor's Ratings Services affirmed its 'B/Negative/--'
corporate credit rating on Sunnyvale, California-based Advanced
Micro Devices Inc.  At the same time, Standard & Poor's lowered
the rating on the company's 7.75% senior notes due 2012 to 'B-'
from 'BB-', which is now rated the same as the company's other
senior unsecured notes, reflecting release of the collateral
securing the issue.


ADVANCED MICRO: TRC Capital Offers Mini-Tender of 5 Mln. Shares
---------------------------------------------------------------
Advanced Micro Devices Inc. has been notified of a "mini-tender"
offer by TRC Capital Corporation to purchase up to 5 million
shares of the company's common stock, which represents about
0.90 percent of its outstanding shares.  

AMD cautions its stockholders that TRC's unsolicited "mini-
tender" offer of US$13.25 per share was more than 5 percent
below the US$14.02 per share closing price of AMD stock on
Oct. 10, 2007, the day before the "mini-tender" offer was
commenced and about 9 percent below the US$14.55 per share
closing price of AMD stock on Oct. 18, 2007.

AMD recommends against tendering shares in response to this
unsolicited below-market offer.  AMD does not in any way
recommend or endorse the TRC Capital Corporation "mini-tender"
offer, and AMD is in no way associated with TRC Capital
Corporation, the "mini-tender" offer or the offer documentation.

TRC Capital has a history of making "mini-tender" offers for the
shares of other companies for its profit.  These offers are
devised to seek less than 5 percent of a company's outstanding
shares, thereby avoiding many procedural and disclosure
requirements of the U.S. Securities and Exchange Commission
because they are below the SEC's threshold to provide such
disclosure and procedural protections for investors.

The SEC has issued an investor alert regarding these "mini-
tender" offers, noting that "some bidders make "mini-tender"
offers at below-market prices, hoping that they will catch
investors off guard if the investors do not compare the offer
price to the current market price."  Investors are urged to
consult with their broker or financial advisor on such matters.

AMD stockholders who have already tendered are advised that they
may withdraw their shares by providing the written notice
described in the TRC Capital Corporation offering documents
prior to the expiration of the offer currently scheduled for
12:01 a.m., New York City time, on Nov. 9, 2007.

                          About AMD

Advanced Micro Devices Inc. -- http://www.amd.com/-- (NYSE:
AMD) designs and manufactures microprocessors and other
semiconductor products.

The company has a facility in Singapore. It has sales offices in
Belgium, France, Germany, the United Kingdom, Mexico and Brazil.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Standard & Poor's Ratings Services affirmed its B/Negative/--
corporate credit rating on Sunnyvale, California-based Advanced
Micro Devices Inc.  At the same time, S&P assigned its 'B'
rating to the company's US$1.5 billion 5.75% senior convertible
notes due 2012, and raised the rating on the company's existing
senior unsecured debt to 'B' from 'B-', because the company no
longer has secured debt in its capital structure.

As reported in the Troubled Company Reporter on Aug. 13, 2007,
Fitch Ratings has assigned a 'CCC+/RR6' rating to Advanced Micro
Devices Inc.'s private placement of US$1.5 billion 5.75%
convertible senior notes due 2012.  The 'CCC+/RR6' rating also
applies to up to US$225 million of additional notes issued
within the next 30 days to cover over-allotments.  The 'BB-/RR2'
rating on AMD's US$1.69 billion Term Loan B due 2010 is affirmed
and withdrawn, as the company will use net proceeds from debt
issuance, as well as available cash, to fully repay the term
loan.

Fitch also affirmed the company's Issuer Default Rating at 'B';
and Senior unsecured debt at 'CCC+/RR6'.

As reported in the Troubled Company Reporter on July 26, 2007,
Standard & Poor's Ratings Services affirmed its 'B/Negative/--'
corporate credit rating on Sunnyvale, California-based Advanced
Micro Devices Inc.  At the same time, Standard & Poor's lowered
the rating on the company's 7.75% senior notes due 2012 to 'B-'
from 'BB-', which is now rated the same as the company's other
senior unsecured notes, reflecting release of the collateral
securing the issue.


ATSI COMMUNICATIONS: Malone & Bailey Raises Going Concern Doubt
---------------------------------------------------------------
Malone & Bailey PC in Houston, Tex., raised substantial doubt
about ATSI Communications, Inc.'s ability to continue as a going
concern after it audited the company's financial statements for
the year ended July 31, 2007.  The auditing firm stated that
ATSI has a working capital deficit, has suffered recurring
losses from operations and has a stockholders' deficit.

The company posted a net loss of US$257,000 on US$31,692,000 of
total operating revenues for the year ended July 31, 2007, as
compared with a net income of US$947,000 on US$14,696,000 total
operating revenues in the prior year.

At July 31, 2007, the company's balance sheet showed
US$2,584,000 in total assets and US$2,826,000 in total
liabilities, resulting in US$242,000 stockholders' deficit.

A full-text copy of the company's 2007 annual report is
available for free at http://ResearchArchives.com/t/s?2456

                 About ATSI Communications

Based in San Antonio, Texas, ASTI Communications Inc. (OTC BB:
ATSX.OB) -- http://www.atsi.net-- through its subsidiaries,  
provides international telecommunications services to carriers
and telephony resellers worldwide.  It offers digital voice
communications over the internet using voice-over-Internet-
protocol.  The company's services include carrier, network, and
communication.  The company was founded in 1993 as American
TeleSource International Inc. and changed its name to ATSI
Communications Inc. in 2003.  ATSI also owns a minority interest
of a subsidiary in Mexico, ATSI Comunicaciones, S.A. de C.V.,
which operates under a 30-year government issued
telecommunications license.


AXTEL: Investing US$15 Million in Expansion Works in San Juan
-------------------------------------------------------------
Axtel said in a statement that it will invest some US$15 million
over the next five years for the expansion of its services in
San Juan del Rio in Queretaro.

According to Axtel's statement, the firm launched services in
Queretaro last week.

Axtel has been operating in Queretaro since July 2004, providing
service to the business and residential segments, Business News
Americas relates.  With its latest launch, Axtel now has a
presence in 24 cities where it offers:

          -- fixed line telephony,
          -- Internet, and
          -- data services.

Headquartered in Monterrey, Mexico, Axtel S.A.B. de C.V. was
formerly known as Axtel SA DE CV.  The company's principal
activity is providing local and long-distance domestic and
international telephony, data and Internet services, virtual
private networks and value added services. Services include
different access technologies such as fixed wireless telephony,
point-to-point and point-to-multi point radio links, and copper
and fiber optic connections.  Basic services are divided into 5
categories such as voice, conference call, data, Internet and
bundles.  It offers basic telecommunications infrastructure in
Mexico through an intelligent network that provides extensive
coverage to all markets.  It currently operates in Mexico City,
Monterrey, Guadalajara, Puebla, Leon, Toluca, Queretaro, San
Luis Potosi, Aguascalientes, Saltillo, Ciudad Juarez, Tijuana,
La Laguna, Veracruz and Chihuahua.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 16, 2007, Standard & Poor's ratings services said that it
revised its outlook on Axtel S.A.B. de C.V. to stable from
negative.  At the same time, affirmed 'BB-' corporate credit and
senior unsecured debt ratings on Axtel and its notes due 2013
and 2017.


BAUSCH & LOMB: Extends Tender Offer Expiration Date to Oct. 26
--------------------------------------------------------------
Bausch & Lomb Inc. has extended to 8:00 a.m., New York City
time, on Oct. 26, 2007, the expiration date with regards to its
offers to purchase its outstanding 6.95% Senior Notes due 2007,
5.90% Senior Notes due 2008, 6.56% Medium-Term Notes due 2026
and 7.125% Debentures due 2028 and its outstanding 2004 Senior
Convertible Securities due 2023 and Floating Rate Convertible
Senior Notes due 2023, all pursuant to its previously announced
cash tender offers and consent solicitations for the Debt
Securities and the Convertible Debt Securities.

As previously announced on Oct. 4, 2007, the company has
received tenders and consents representing a majority in
principal amount of each series of the Debt Securities and the
consent payment deadline has passed and withdrawal rights have
terminated with respect to the Debt Securities.

Except as described above, all other terms and conditions of the
tender offers and consent solicitations are unchanged.  The
terms and conditions of the tender offers and consent
solicitations are set forth in the company's Offer to Purchase
and Consent Solicitation Statement for the Debt Securities and
the related Letter of Transmittal and Consent, both dated
Sept. 19, 2007, and in the company's Offer to Purchase and
Consent Solicitation Statement for the Convertible Debt
Securities dated Sept. 19, 2007, as amended as of Oct. 9, 2007,
and the related Letter of Transmittal and Consent dated
Sept. 19, 2007.  The tender offers and consent solicitations are
subject to the satisfaction of certain conditions, including
closing of the proposed merger between the Company and an
affiliate of Warburg Pincus LLC, which is now expected to occur
on or about Oct. 26, 2007.  Further details about the terms and
conditions of the tender offers and consent solicitations are
set forth in the applicable Offer to Purchase and Consent
Solicitation Statement and the related Letter of Transmittal and
Consent.

Citigroup Global Markets Inc., Banc of America Securities LLC,
Credit Suisse Securities (USA) LLC and J.P. Morgan Securities
Inc. are acting as dealer managers for the tender offers and
consent solicitations.  Questions regarding the transaction and
the procedures for consenting may be directed to Citigroup
Global Markets Inc. by telephone at (800) 558-3745 (toll-free),
Banc of America Securities LLC by telephone at (888) 292-0070
(toll-free) for the Debt Securities and (888) 583-8900 x2200
(toll-free) for the Convertible Debt Securities, Credit Suisse
Securities (USA) LLC by telephone at (212) 325-7596 (collect) or
J.P. Morgan Securities Inc. by telephone at (212) 270-1477
(collect).

Global Bondholder Services is the information agent for the
tender offers and consent solicitations.  Requests for
documentation should be directed to Global Bondholder Services
at (866) 540-1500 (toll-free).

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- develops, manufactures, and  
markets eye health products, including contact lenses, contact
lens care solutions, and ophthalmic surgical and pharmaceutical
products.  The company is organized into three geographic
segments: the Americas; Europe, Middle East, and Africa; and
Asia (including operations in India, Australia, China, Hong
Kong, Japan, Korea, Malaysia, the Philippines, Singapore, Taiwan
and Thailand).  In Latin America, the company has operations in
Brazil and Mexico. In Europe, the company maintains operations
in Austria, Germany, the Netherlands, Spain, and the United
Kingdom.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 18, 2007, Moody's Investors Service affirmed Bausch & Lomb
Incorporated's (Newco) ratings with updated LGD assessments:

  -- B2 Corporate Family Rating;

  -- B2 Probability of Default Rating;

  -- SGL-2 Speculative Grade Liquidity Rating;

  -- B1 rating (to LGD3/36% from LGD3/35%) on a US$500 million
     Senior Secured Revolver;

  -- B1 rating (to LGD3/36% from LGD3/35%) on a US$1,200 million
     U.S. Senior Secured Term Loan;

  -- B1 rating (to LGD3/36% from LGD3/35%) on a US$300 million
     Delayed Draw Term Loan; and

  -- Caa1 rating (to LGD5/89% from LGD5/86%) on US$650 million
     Senior Unsecured Notes.


BEARINGPOINT INC: Eddie Munson Joins Board of Directors
-------------------------------------------------------
BearingPoint Inc. has appointed Eddie Munson to its Board of
Directors.

Mr. Munson is a retired partner with KPMG and has more than 30
years of auditing experience focusing on the financial services,
government and automotive industries.  Additionally, from 1996
to 2004, Mr. Munson was a member of KPMG's Board of Directors,
where he was a member of the pension committee and chair of the
committees responsible for partner rights and board nominations.  
Most recently, Munson was the national partner in charge of
KPMG's University Relations and Campus Recruiting programs.

"BearingPoint is excited to have Eddie Munson join its Board of
Directors," said Rod McGeary, BearingPoint's Chairman of the
Board.  "Munson's extensive experience as an auditor covering
key industries, coupled with his in-depth client experience will
further augment the capabilities of our current Board members."

Mr. Munson presently serves on the Board of directors of United
American Healthcare Corporation and the Skillman Foundation.

                     About BearingPoint

Headquartered in McLean, Virginia, BearingPoint Inc., (NYSE:
BE) -- http://www.BearingPoint.com/-- provides of management  
and technology consulting services to Global 2000 companies and
government organizations in 60 countries worldwide.  The firm
has approximately 17,500 employees, and major practice areas
focusing on the Public Services, Financial Services and
Commercial Services markets.

BearingPoint has global locations including in Indonesia,
Australia, Austria, China, India, Japan, Mexico, Portugal,
Singapore and Thailand.

The company reported total assets of US$1.9 billion, total
liabilities of US$2.1 billion, and total stockholders deficit of
US$177.3 million as of Dec. 31, 2006.


DANA CORP: SEIU Pension Objects to Disclosure Statement
-------------------------------------------------------
The SEIU Pension Plans Master Trust, West Virginia Laborers'
Pension Trust Fund and Plumbers, and Pipefitters National
Pension Fund, as Lead Plaintiffs in a securities fraud class
action, object to the Debtors' disclosure statement attached to
their Joint Plan of Reorganization filed Aug. 31, 2007.

In January 2006, a District Court consolidated approximately
five pending class actions into the Securities Litigation.  In
May 2006, the United States District Court for the Northern
District of Ohio appointed the Lead Plaintiffs, who then filed
the Consolidated Class Action Complaint alleging violations by
the Debtors and certain non-Debtor partiesof federal securities
laws.  The Securities Litigation is stayed against the Debtors,
and was proceeding against the Non-Debtor Defendants until
August 2007, when the District Court granted the defendants'
motions to dismiss the Securities Litigation.

The Lead Plaintiffs have filed a claim on behalf of the
Securities Class in an undetermined amount for damages arising
out of the purchase of certain debt and equity securities of
Dana and for violation of the federal securities laws.

The Disclosure Statement does not contain sufficient information
to enable a reasonable person to make an informed judgment of
the Plan, Michael S. Etkin, Esq., at Lowenstein Sandler, P.C.,
in New York, asserts.

The Disclosure Statement and the Plan, Mr. Etkin adds, contain
broad and ambiguous provisions and omit material facts that may
mislead holders of claims or interests.

The description of the Securities Litigation must be revised so
that the creditors are adequately informed to its status and
potential magnitude and impact of the Class Claim, Mr. Etkin
asserts.  Mr. Etkin explains that although the description of
the Securities Litigation was accurate at the time the
Disclosure Statement was filed, the Lead Plaintiffs filed a
Notice of Appeal of the District Court's Order granting the
motion to dismiss the Class Complaint.

Although the Lead Plaintiffs' claim is in an undetermined
amount, Mr. Etkin points out, they believe that the claim will
be significant and may have a substantial impact on recoveries
by other creditors and holders of interest.

The members of the putative Securities Class include current and
former holders of Dana's bonds and common stock, according to
Mr. Etkin.  He adds that it appears that the plan properly
provides that members of the two plan classes are treated the
same.

However, because the holders of the respective interests and
claims are placed in separate plan classes, there may be some
confusion, hence, Mr. Etkin asserts, that the Disclosure
Statement must expressly set forth that the plan classes are
being treated the same and are being paid with the same
priority.

Pursuant to the Plan, holders of claims and interests who vote
in favor of the Plan are deemed to have released, waived and
discharged of liabilities against not only the Debtors, but also
the released parties, Mr. Etkin points out.  He notes that the   
Released Parties include non-debtors, who, in the absence of
unusual circumstances, are not entitled to the protections of
the Bankruptcy Code.

However, to the extent the release is approved, it should be
limited to the claim or interest identified on the ballot, if
the holder votes in favor of the Plan, and should not release
any other claims or interests held by the holder against any
party, especially a non-debtor, Mr. Etkin elaborates.

In effect, "[T]he Plan creates a trap for the unwary,
potentially imposing an involuntary release of claims in favor
of numerous non-debtor insiders and agents with no corresponding
benefit or consideration to the creditor," Mr. Etkin says.

The Disclosure Statement fails to disclose the extent of the
directors and officers policies and which parties may have a
right to the proceeds thereof, Mr. Etkin further asserts.

According to Mr. Etkin, the Lead Plaintiffs maintain that the
Securities Class is entitled to look to the proceeds of the
insurance for payment of the class claim and may, at least,
pursue the claim against the Debtors if the class claim is not
paid in full under the Plan.

Because the Lead Plaintiffs may not have a direct action against
the D&O insurance carriers under the D&O policies, the D&O
policies may only be accessed through the Securities Litigation.

"Accordingly, the Plan should not impact the rights of Lead
Plaintiffs or the putative Securities Class, either through
injunctive relief or discharge, to pursue their claims against
the proceeds of the D&O policies," Mr. Etkin says.   

To obtain approval of the Disclosure Statement, the Debtors are
required to prove under Section 1125 of the Bankruptcy Code that
the Disclosure Statement provides "adequate information"
regarding the Plan to enable the parties to make an informed
judgment as to whether to accept or reject the Plan.

                   About Dana Corporation

Based in Toledo, Ohio Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana continues to close plants in North America, moving business
to other countries such as Mexico.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Sept. 30, 2005, the Debtors listed US$7,900,000,000 in total
assets and US$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represents the Official Committee of Unsecured Creditors.  
Fried, Frank, Harris, Shriver & Jacobson, LLP serves as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC serves as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  The Court has set a hearing on Oct. 23, 2007, to
consider the adequacy of the Disclosure Statement explaining the
Debtors' Plan.

(Dana Corporation Bankruptcy News, Issue Number 57; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000).        


DANA CORP: Twelve Creditors Object to Disclosure Statement
----------------------------------------------------------
Twelve creditors have objected to Dana Corp.'s Disclosure
Statement.  These creditors are:

  -- Ad Hoc Committee of Asbestos Personal Injury Claimants,
  -- Argo Partners Inc.,
  -- Hain Capital Holdings LLC,
  -- Hain Capital Group LLC,
  -- Madison Investment Trust - Series 41,
  -- Madison Niche Opportunities LLC,
  -- Quatro Global Capital LLC,
  -- Sailfish Capital Partners LLC,
  -- BNY Capital Markets Inc.,
  -- State of Michigan, Self-Insurers' Security Fund and
     Workers' Compensation Agency,
  -- William Controls Inc., and
  -- Daveer Electrical & Mechanical Contracting Inc.  

Douglas T. Tabachnik, at Law Offices of Douglas T. Tabachnik, in
Freehold, N.J., on behalf of the Ad Hoc Committee of Asbestos
Personal Injury Claimants, tells the Court that the Disclosure
Statement contains no detailed information about the Debtors'
annual liability for asbestos personal injury claims nor the
disease categories on which the estimate is based.

The Disclosure Statement does not also identify which emerging
entities will be responsible for the reorganized Debtors'
liabilities for asbestos personal injury claims nor provide
adequate information regarding the cash flows of these entities,
Mr. Tabachnik adds.

The Debtors have repeatedly stated that they will provide
additional consideration to holders of general unsecured claims
against the Debtors who are not qualified investors eligible to
purchase the New Preferred Stock, Ira S. Dizengoff at Akin,
Gump, Strauss, Hauer & Feld LLP, in New York, on behalf of Trade
Creditors Argo Partners Inc., Hain Capital Holdings LLC, Madison
Investment Trust - Series 41, and Madison Niche Opportunities
LLC, informs the Court.  

According to Mr. Dizengoff, the Additional Distribution is
necessary to satisfy the requirements of Section 1123(a)(4) of
the Bankruptcy Code.  Section 1123(a) requires that a plan must
provide the same treatment for each claim or interest of a
particular class, unless the holder of a particular claim or
interest agrees to a less favorable treatment of its claim or
interest.

However, Mr. Dizengoff asserts that neither the Disclosure
Statement nor the Plan provides for the consideration or sets
forth mechanism by which the Debtors intend to effectuate the
Additional Distribution.

Neither the Disclosure Statement nor the Plan discloses the
value of the Additional Distribution, Mr. Dizengoff adds.

In order for the holders of general unsecured claims who are not
qualified investors to make an informed judgment on whether to
accept or reject the Plan, in accordance with Section 1125, the
Trade Creditors ask the Court to require the Debtors to revise
the Disclosure Statement to, at a minimum, include these
information prior to the distribution of the Disclosure
Statement to creditors and other parties entitled to vote on the
Plan:

(a) The amount of the Additional Distribution, including the
    breakdown between the Distributable Shares of New Dana
    Holdco Common Stock and Distributable Excess Minimum Cash,
    or a formula to determine the distribution thereof; and

(b) The valuation of the Additional Distribution as compared to
    the New Preferred Stock being purchased by the qualified
    investors.

The State of Michigan, Self-Insurers' Security Fund and Workers'
Compensation Agency, notes that while Dana has paid all of its
workers' compensation obligations in Michigan, the language
contained in the Disclosure Statement and Plan regarding  
workers' compensation does not adequately ensure that the
entirety of Debtor's workers' compensation obligations will be
met.

William Controls, for its part, asserts that the Disclosure
Statement lacks adequate information regarding the existence of
potential insurance policies. William Controls has incurred at
least US$330,000 for its oversight and remediation of a facility
located at 14100 SW 72nd Avenue, Portland Oregon, which was
previously operated by Dana.  WCI has contacted the Debtors
regarding the existence of insurance policies that may provide
recovery to WCI.

DaVeer asks the Court to deny the Debtors' Disclosure Statement
unless it is amended to disclose the treatment of DaVeer's
secured claim.  DaVeer asserts a secured claim for about
US$113,000 against the Debtor for its labor and manufacturing
machinery set up on real property owned by Dana Corp. in St.
Louis, Mo.      

Based in Toledo, Ohio Dana Corporation -- http://www.dana.com/
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana continues to close plants in North America, moving business
to other countries such as Mexico.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Sept. 30, 2005, the Debtors listed US$7,900,000,000 in total
assets and US$6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represents the Official Committee of Unsecured Creditors.  
Fried, Frank, Harris, Shriver & Jacobson, LLP serves as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC serves as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  The Court has set a hearing on Oct. 23, 2007, to
consider the adequacy of the Disclosure Statement explaining the
Debtors' Plan.

(Dana Corporation Bankruptcy News, Issue Number 57; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)


MAXCOM TELECOM: Concludes US & Mexican Initial Public Offering
--------------------------------------------------------------
Published reports say that Maxcom Telecomunicaciones S.A.B. de
C.V. has completed its initial public offering on the New York
and Mexican stock exchanges.

Business News Americas relates that Maxcom Telecomunicaciones
issued shares accounting for 35% of the firm's stock.  It
offered about 218 million shares in New York and 40.7 million
shares on the Mexican bourse.  The shares were offered at
MXN27.1 per lot of three shares.

According to BNamericas, Maxcom Telecomunicaciones' new
shareholders have the option to raise their holdings in a
secondary offering of 3.4 million share lots in Mexico and 13.6
million lots in New York.  This second offering could add extra
proceeds of US$42.6 million to Maxcom Telecomunicaciones.

Maxcom Telecomunicaciones Chief Executive Officer Rene Sagastuy
told Bloomberg News that the initial public offering was
oversubscribed by a factor of 10.

Maxcom Telecomunicaciones will use the proceeds for network
expansion, Reuters says, citing the firm's chief financial
officer Jose Antonio Solbes.  The company said that it is keen
on presenting a bid for WiMax licenses scheduled for auction in
the next 180 days.  "The expansion plan equates to the addition
of one city per year."

Headquartered in Mexico City, Mexico, Maxcom Telecomunicaciones,
SA de CV, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom Telecomunicaciones
launched commercial operations in May 1999 and is currently
offering Local, Long Distance and Internet & Data services in
greater metropolitan Mexico City, Puebla and Queretaro.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 29, 2006, Standard & Poor's Ratings Services assigned its
'B' long-term corporate credit rating to Mexico City-based
Maxcom Telecomunicaciones SA de CV.  

As reported on Oct. 16, 2007, Standard & Poor's revised its
outlook to positive from stable on Maxcom Telecomunicaciones.


MOVIE GALLERY: Gets Interim Nod to Access US$150-Mln DIP Loan
-------------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates obtained authority
from the Honorable Douglas O. Tice, Jr. of the U.S. Bankruptcy
Court for the Eastern District of Virginia, to borrow, on an
interim basis, up to US$140,000,000 of their lenders' DIP Credit
Facility within the next 30 days.

The Debtors entered into a US$150,000,000 Secured Super-Priority
Debtor-in-Possession Credit and Guaranty Agreement, dated as of
Oct. 16, 2007, with Goldman Sachs Credit Partners L.P. as lead
arranger, syndication agent, and documentation agent; The Bank
of New York as administrative agent and collateral agent; and a
consortium of lenders.

According to William C. Kosturos, managing director at Alvarez &
Marsal North America LLC, and chief restructuring officer of
Movie Gallery, Inc., the Debtors have an urgent need to obtain
the DIP Financing for, among other things, continuing the
operation of their business in an orderly manner, maintaining
business relationships with vendors, suppliers and customers,
paying employees and satisfying other working capital and
operational needs.

Mr. Kosturos pointed out that the Debtors' access to financing
during this time, especially in light of their recent precarious
financial position, will be key to the long-term success of
their business and their overall ability to maximize value for
all parties-in-interest.  Mr. Kosturos noted that the fourth
quarter, which includes the holiday season, is often the most
important time of the year as it relates to the Debtors'
profitability.

           Terms of US$150-Mil. DIP Loan Facility

The DIP Credit Facility consists of a US$100,000,000 term loan
and a US$50,000,000 revolving loan and letter of credit
facility.

At the Borrower's option, a portion of the DIP Revolving
Facility may be made available as swing line loans.  Up to
US$7,500,000 of the DIP Revolving Facility may also be made
available for the issuance of letters of credit.

Movie Gallery will use the DIP loan proceeds to (a) refinance
its US$100,000,000 prepetition revolving loan facility with
Goldman Sachs and Wachovia Bank, National Association; (b) pay
certain other fees and expenses relating to the DIP Credit
Agreement, (c) support the working capital and general corporate
purposes of the Debtors and (d) make any other payments.  Movie
Gallery delivered a business plan and projected operating budget
to Goldman Sachs on Oct. 5, 2007.

The DIP Facility will mature on the earlier of:

   (i) September 30, 2008;

  (ii) the effective date of a chapter 11 plan of reorganization
       or liquidation confirmed by the Court; and

(iii) the date that all Loans will become due and payable in
       full, whether by acceleration or otherwise.

At the Borrower's option, the DIP Revolving Facility may incur
interest at a base rate plus 2.50% per annum plus the Applicable
Case Milestone Margin then in effect, if any; or if a Eurodollar
Rate Loan, at the Adjusted Eurodollar Rate plus 3.50% per annum
plus the Applicable Case Milestone Margin.

Swing Line Loans will incur interest at the Base Rate plus 2.50%
per annum plus the Applicable Case Milestone Margin.

The DIP Term Facility will incur interest at the Base Rate plus
2.50% per annum plus the Applicable Case Milestone Margin; or if
a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus
3.50% per annum plus the Applicable Case Milestone Margin.

The "Applicable Case Milestone Margin" is:

   -- 0.75%, in the event the Debtors fail to file a chapter 11
      plan of reorganization or liquidation and a related
      disclosure statement with the Bankruptcy Court on or prior
      to Jan. 15, 2008; or in the event an order approving the
      Debtors' disclosure statement is not entered by the Court
      on or prior to Mar. 1, 2008;

   -- 1.50%, in the event an order confirming the Debtors' Plan
      is not entered by Apr. 30, 2008; and

   -- 2.25%, in the event the effective date of the Debtors'
      Plan has not occurred on or prior to May 31, 2008.

The DIP Obligations are secured by all of the assets of Movie
Gallery's domestic subsidiaries, including claims and causes of
actions under Chapter 5 of the Bankruptcy Code, and 65% of the
Debtors' interests in their foreign subsidiaries.  The DIP
Obligations will have superpriority administrative expense
status, subject to a carve-out for fees pursuant to 28 U.S.C.
Section 1930(a)(6); fees payable to the clerk of the Bankruptcy
Court; and bankruptcy professionals' fees and expenses, which
will be capped at US$7,000,000 in the event the Debtors default
on their DIP loan obligations.

The DIP Credit Agreement contains customary events of default.

Movie Gallery covenants with the DIP Lenders not to permit its  
Consolidated Adjusted EBITDA as of the last day of any fiscal
month, beginning with the fiscal month ending Nov. 4, 2007,
for the immediately preceding 12-fiscal month period ending on
that date, to be less than:

                                     Consolidated
     Fiscal Month Ending            Adjusted EBITDA
     -------------------            ---------------
     November 4, 2007                US$114,000,000
     December 2, 2007                US$108,000,000
     January 6, 2008                 US$118,000,000
     February 10, 2008               US$110,000,000
     March 9, 2008                   US$104,000,000
     April 6, 2008                   US$108,000,000
     May 11, 2008                    US$110,000,000
     June 8, 2008                    US$120,000,000
     July 6, 2008                    US$120,000,000
     August 10, 2008                 US$120,000,000
     September 7, 2008               US$120,000,000

Beginning with the fiscal month ending November 4, 2007, the
Borrower also will not permit (i) the Revolving Commitments less
the Total Utilization of Revolving Commitments plus (ii) the
aggregate amount of Cash in its cash deposit and concentration
accounts, to be less than:

     Fiscal Month Ending                 Amount
     -------------------                 ------
     November 4, 2007                 US$13,000,000
     December 2, 2007                  US$7,000,000
     January 6, 2008                  US$61,000,000
     February 10, 2008                US$96,000,000
     March 9, 2008                    US$57,000,000
     April 6, 2008                    US$97,000,000
     May 11, 2008                     US$79,000,000
     June 8, 2008                     US$55,000,000
     July 6, 2008                     US$39,000,000
     August 10, 2008                  US$55,000,000
     September 7, 2008                US$43,000,000

Movie Gallery also covenants with the DIP Lenders not to incur
Consolidated Capital Expenditures, as of the last day of any
fiscal month, beginning with the fiscal month ending
Nov. 4, 2007, for the immediately preceding 12-fiscal month
period ending on that date, in excess of US$20,000,000.

Pursuant to the DIP Credit Agreement, Movie Gallery is required
to pay a facility fee to Goldman Sachs; an acceptance fee and
agency fee to Bank of New York; commitment fees and letter of
credit fees to the Lenders under the Revolving Facility; and
fronting fees to Wachovia Bank, which has pledged to issue
letters of credit.  Movie Gallery will also reimburse the DIP
Lenders for their legal fees and expenses and provide the
Lenders indemnification.

          Debtors Given Interim Authority to Use US$140-Mil.

Judge Tice commented, "The ability of [the] Debtors to continue
their businesses and remain viable entities and thereafter
reorganize under Chapter 11 of the Bankruptcy Code depends upon
[the] Debtors' obtaining such financing from [the] DIP Lenders."

Judge Tice will hold a hearing on Nov. 6, 2007, at 2:00 p.m.
to consider the Debtors' request on a final basis.  Objections,
if any, are due Oct. 30, 2007.

A full-text copy of the DIP Credit Agreement is available at no
charge at http://researcharchives.com/t/s?245d

                      About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment  
specialty retailer.  It operates over 4,600 stores in the United
States, Canada, and Mexico under the Movie Gallery, Hollywood
Entertainment, Game Crazy, and VHQ banners.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, serve as the Debtors' local counsel.  The
Debtors' claims & balloting agent is Kutzman Carson Consultants
LLC.  An Official Committee of Unsecured Creditors has been
appointed in this case.

When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Gets Interim OK to Use Lenders' Cash Collateral
--------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to use Goldman Sachs Credit Partners L.P. and Wachovia
Bank, N.A.'s cash collateral to pay its ongoing expenses and
debts.

Prior to the date of bankruptcy, the Debtors borrowed money
under:

   1) a First Lien Credit and Guaranty Agreement, dated
      Mar. 8, 2007, with Goldman Sachs Credit Partners L.P. as
      lead arranger and syndication agent; Wachovia Bank,
      National Association, as collateral agent and
      documentation agent; and certain lenders:

                                              Amount Outstanding
         Credit Facility                    As of Sept. 30, 2007  
         ---------------                    --------------------
         US$100,000,000 Revolving                 US$100,000,000
         loan facility

         US$600,000,000 First lien                US$597,000,000
         term loan facility

         US$25,000,000 Synthetic                   US$23,600,000
         letter of credit facility

      As of the Petition Date, the First Lien debt was bearing
      interest at a daily rate, payable monthly, equal to a base
      rate plus 3.75% per annum for the revolving exposure, the
      base rate plus 4.75%, for term loans, and an Adjusted
      Eurodollar Rate plus 5.75% per annum, for synthetic
      letters of credit.

      The First Lien debt matures March 8, 2012.

   2) A Second Lien Credit and Guaranty Agreement, dated
      March 8, 2007, with Goldman Sachs Credit Partners as lead
      arranger and syndication agent; Wells Fargo Bank, National
      Association, as successor administrative agent and
      collateral agent; and certain lenders.  The Debtors'
      outstanding obligations total US$175,000,000 as of
      Sept. 30, 2007, plus interest, fees and charges.  The loan
      matures Sept. 8, 2012.  As of the Petition Date, the
      Second Lien debt was in default.   

The aggregate US$900,000,000 obtained under the Prepetition
Loans was used by the Debtors to refinance an US$829,900,000
credit facility entered into in 2005 in connection with Movie
Gallery, Inc.'s acquisition of Hollywood Video, Inc.  The 2005
facility had US$754,900,000 outstanding at the time.

On Aug. 20, 2007, Movie Gallery elected to pay-in-kind 100% of
the interest on the entire principal amount of the Second Lien
debt commencing with the interest period after that date.

As of the filing of bankruptcy, the First Lien debt is
oversecured on a going-concern basis by perfected, valid,
binding and non-avoidable first priority liens and security
interests granted by the Debtors to or for the benefit of the
First Lien Loan Parties upon all of the collateral existing as
of the time immediately prior to the Petition Date and the
related postpetition proceeds and products.

The Collateral consists of all tangible and intangible real and
personal property of the Debtors except for certain leasehold
mortgages on stores and 35% of the equity interests owned in
wholly owned non-domestic subsidiaries.  The Collateral also
secures the Second Lien debt, but the rights of the Second Lien
Loan Parties in the Collateral are junior and subordinate to the
rights of the First Lien Loan Parties in accordance with an
Intercreditor Agreement dated March 8, 2007.

According to William C. Kosturos, managing director at Alvarez &
Marsal North America LLC, and chief restructuring officer of
Movie Gallery, Inc., the Debtors require the use of cash on hand
and amounts generated by the collection of accounts receivable,
sales of inventory or other dispositions of the Prepetition
Lenders' Collateral to pay present operating expenses, including
payroll and vendors, and to ensure a continued supply of goods
and services.

Mr. Kosturos explained that because of the Debtors' recent
financial distress, most of their key vendors have demanded cash
in advance or cash on delivery payment terms.  The Debtors
require access to Cash Collateral to satisfy product delivery
requirements to permit the Debtors to maintain adequate
inventory during the holiday season, Mr. Kosturos pointed out.

At a hearing on Oct. 16, 2007, in Richmond, Virginia, the
Honorable Douglas O. Tice, Jr., gave the Debtors interim
authority to use the Prepetition Lenders' Cash Collateral
through the earlier of:

   (a) the acceleration of the Debtors' obligations under their
       US$150,000,000 DIP credit facility syndicated by Goldman
       Sachs Credit Partners as lead arranger, syndication
       agent, and documentation agent; and The Bank of New York
       as administrative agent and collateral agent;

   (b) the maturity date of the DIP Credit Agreement; and

   (c) the breach by the Debtors of their obligations to provide
       adequate protection to the Prepetition Lenders.

Judge Tice granted the Prepetition Lenders replacement liens as
adequate protection for, and solely to the extent of, any
diminution in value of the Lenders' interest in the Cash
Collateral resulting from (i) the priming of their liens upon
and security interests in the Collateral by the liens and
security interests granted to DIP Lenders, (ii) the use of the
Collateral, (iii) the use, sale, lease, depreciation or other
diminution in value of the Collateral and (iv) the imposition of
the automatic stay.  The Debtors will also pay for the
Prepetition Lenders' legal costs.

The adequate protection liens are subject to a carve-out for
fees pursuant to 28 U.S.C. Section 1930(a)(6); fees payable to
the clerk of the Bankruptcy Court; and bankruptcy professionals'
fees and expenses, which will be capped at US$7,000,000 in the
event the Debtors default on their DIP loan obligations.

Interested parties may initiate an action challenging the
validity, priority, security, enforceability or amount of the
Prepetition Lenders' liens.  Any statutory committee of
creditors will have 75 days after appointing its bankruptcy
counsel to commence an adversary proceeding or other action.  
Other parties-in-interest have until Dec. 30, 2007.

Judge Tice will hold a hearing on Nov. 6, 2007, at 2:00 p.m.
to consider the Debtors' request on a final basis.  Objections,
if any, are due Oct. 30, 2007.

                    About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment  
specialty retailer.  It operates over 4,600 stores in the United
States, Canada, and Mexico under the Movie Gallery, Hollywood
Entertainment, Game Crazy, and VHQ banners.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, serve as the Debtors' local counsel.  The
Debtors' claims & balloting agent is Kutzman Carson Consultants
LLC.  An Official Committee of Unsecured Creditors has been
appointed in this case.

When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Wants to Hire Kirkland & Ellis as Lead Counsel
-------------------------------------------------------------
Movie Gallery, Inc., and its debtor affiliates ask permission
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to employ Kirkland & Ellis, LLP, as their lead counsel.

Kirkland & Ellis will:
  
   (a) advise the Debtors-In-Possession with respect to their
       powers and duties in the continued management and  
       operation of their business and properties;

   (b) advise and consult on the conduct, including all legal
       and administrative requirements of operating of the
       Chapter 11 cases;

   (c) attend meetings and negotiate with creditors'
       representatives and other parties-in-interest;

   (d) take all necessary action to protect and preserve the
       Debtors' estates, including (i) prosecute actions on
       the Debtors' behalf, (ii) defend any action commenced the
       Debtors, (iii) represent the Debtors' interests in
       negotiations concerning all litigation, including
       objections to claims filed against the Debtors' estates;

   (e) prepare all pleadings, including motions, applications,
       answers, orders, reports, and papers necessary or
       otherwise beneficial to the administration of the
       Debtors' estates;

   (f) represent the Debtors in connection with obtaining
       postpetition financing;

   (g) advise the Debtors on any potential sale of assets;

   (h) appear before the Court and any appellate courts to
       represent the Debtors' interests;

   (i) consult with the Debtors regarding tax matters;

   (j) take necessary action on the Debtors' behalf, to
       negotiate, prepare and obtain a Chapter 11 Plan and all
       its related documents;

   (k) perform all other necessary or otherwise beneficial legal
       services including:
    
          * analyzing the Debtors' leases and contracts, and
            corresponding assumptions, rejections or
            assignments;

          * analyzing the validity of liens against the Debtors;
            and
  
          * advising the Debtors on corporate and litigation
            matters.

Anup P. Sathy, Esq., a partner at Kirkland & Ellis, says that
the firm's professionals will be paid based on its standard
hourly rates:

      Designation                Hourly Rate
      -----------                -----------
      Partners                 US$500 - US$975
      Of Counsel               US$380 - US$870
      Associates               US$275 - US$595
      Paraprofessionals        US$120 - US$260

Kirkland professionals expected to assume primary responsibility
and provide primary services to the Debtors are:
   
   (1) Richard M. Cieri
   (2) Anup Sathy, P.C.
   (3) Marc J. Carmel

Mr. Sathy discloses that the firm received payments from the
Debtors before the Petition Date:

   -- retainer fee of US$100,000 in November 2006;
   -- retainer fee of US$1,000,000 in June 2007.

In March 2007, K&E invoiced the Debtors for US$3,120 and
returned US$96,879.

As of the Petition Date, the Debtors did not owe Kirkland &
Ellis any amounts for prepetition legal services.

Mr. Sathy assures the Court that his firm is a "disinterested
person" as that term is defined is Section 101(14) of the
Bankruptcy Code, and does not hold any adverse interest to the
Debtors' estate.

                     About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment  
specialty retailer.  It operates over 4,600 stores in the United
States, Canada, and Mexico under the Movie Gallery, Hollywood
Entertainment, Game Crazy, and VHQ banners.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.   Michael A. Condyles, Esq., and Peter J. Barrett,
Esq., at Kutak Rock LLP, serve as the Debtors' local counsel.  
The Debtors' claims & balloting agent is Kutzman Carson
Consultants LLC.  An Official Committee of Unsecured Creditors
has been appointed in this case.

When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.  (Movie Gallery Bankruptcy News, Issue
No. 2; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


REMY WORLDWIDE: Court Approves Kurtzman Carson as Noticing Agent
----------------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates sought
and obtained authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Kurtzman Carson Consultants, LLC,
as their official noticing agent nunc pro tunc Oct. 8, 2007.

Remy Worldwide Holdings, Inc.'s Senior Vice-President and Chief
Financial Officer Kerry A. Shiba related that although the
Debtors have sought a deadline extension to file their schedules
of assets and liabilities, they anticipate thousands of entities
to whom certain notices, pleadings and other documents are
required to be served.

Mr. Shiba contended that the appointment of Kurtzman Carson as
the Debtors' noticing agent will expedite the distribution of
the notices, thereby relieving the Clerk of the Court of the
administrative processing burden.  

As Kurtzman Carson has provided similar services in large
Chapter 11 cases, and as a result of experience and cost-
effective methods, the firm is eminently qualified to serve as
the Debtors' Noticing Agent, Mr. Shiba asserted.

As the Debtors' Noticing Agent, Kurtzman Carson is expected to:

   (a) notify all potential creditors of the filing of the
       Debtors' Chapter 11 cases and of the setting of the
       first meeting of the creditors, if any;

   (b) file affidavits of service for all mailings, including
       a copy of each notice, a list of persons to whom the
       notice is mailed, and the date mailed;

   (c) maintain an official copy of the Schedules, listing
       creditors and amounts owed; and

   (d) provide any other distribution services as are necessary
       and required.

Kurtzman Carson will also be providing the Debtors with
consulting services regarding noticing, claims management and
reconciliation, plan solicitation, balloting, disbursements and
any other services as may be agreed by the parties.

The Debtors add that if necessary, despite the fact that the
Debtors do not anticipate establishing a claims bar date in
light of the "prepackaged" nature of their Chapter 11 cases,
Kurtzman Carson may undertake claims-related duties, including:

   (a) docketing all claims filed and maintaining the Official
       Claim Register on behalf of the Court Clerk, and provide
       the Clerk with an exact duplicate of the Claims;

   (b) specify in the claims register for each claim docket:

       -- the Claim No. assigned,
       -- the date received,
       -- the name and address of the Claimant,
       -- the filed amount of the claim, if liquidated, and
       -- the allowed amount of the claim.;

   (c) record all transfers of claims and provide notices of
       those transfers as required, pursuant to Rule 3001(e) of   
       the Federal Rules of Bankruptcy Procedure; and
  
   (d) maintain the Official Mailing List for all entities who
       have filed proofs of claim.

The Debtors will pay Kurtzman Carson for the firm's reasonable
fees and expenses, in accordance with the firm's fee structure,
upon the firm's submission on a monthly basis, of reasonably
detailed invoices to the Debtors and the Informal Committee.

James Le, Kurtzman Carson's chief operating officer, assured
that Court that his firm is a "disinterested person" as defined
under Section 101(14) of the Bankruptcy Code.  Kurtzman Carson
is not connected with the Debtors, their creditors, and other
parties-in-interest, the U.S. Trustee, or any person employed by
the U.S. Trustee, and that the firm does not hold or represent
any interest adverse to the Debtors, their estates, or any class
of creditors or equity interest holders, Mr. Le maintains.

                     About Remy Worldwide

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as
a holding company of all the outstanding capital stock of Remy
International Inc.  Remy International --http://www.remyinc.com/
-- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company
also provides a worldwide component core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy
has operations in the United Kingdom, Mexico and Korea, among
others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent
the Debtors' in their restructuring efforts.  Pauline K. Morgan,
Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as co-counsels to the
Debtors.  The Debtors' claims agent is Kurtzman Carson
Consultants LLC and their restructuring advisor is AlixPartners,
LLC.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of US$919,736,000 and total liabilities of
US$1,265,648,000.  (Remy Bankruptcy News; Issue No. 4,
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REMY WORLDWIDE: Wants Until Dec. 22 to File Schedules
-----------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend
their time to file Schedules and Statements for an additional 45
days, until Dec. 22, 2007.

Under Section 521 of the Bankruptcy Code and Rule 1007 of the
Federal Rules of Bankruptcy Procedure, a debtor is required
to file a schedule of assets and liabilities; schedule of
current income and expenditures; schedule of executory contract
and unexpired leases; and statement of financial affairs within
15 days after the Petition Date.

Under Rule 1007-1 of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Court for the District
of Delaware, that deadline is automatically extended to 30 days
after the Petition Date if (i) the debtor has more than 200
creditors and (ii) the debtor's bankruptcy petition is
accompanied by a list of all of the debtor's creditors and their
addresses.

In the event the Debtors' prepackaged plan of reorganization is
confirmed prior to the filing deadline, the Debtors ask the
Court to waive the requirement that the Schedules and Statements
be filed.

Due to the staffing constraints as a result of the numerous
operational matters that the Debtors' legal and accounting staff
are required to address in the early days of the Chapter 11
cases, the Debtors will not be in a position to complete the
Schedules and Statements within the initial 30-day deadline,
Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, the Debtors' proposed co-counsel,
explains.

Completing the Schedules and Statements will require the
assembly and review of information from multiple locations
throughout the world, Mr. Enos says.  Mr. Enos also points out
that production of the Schedules and Statements would likely be
of little value given the expected short duration of the Chapter
11 cases.  Mr. Enos notes that certain of the information to be
included in the Schedules and Statements is available in the
disclosure statement accompanying the Debtors' Plan.

                    About Remy Worldwide

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as
a holding company of all the outstanding capital stock of Remy
International Inc.  Remy International --http://www.remyinc.com/
-- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company
also provides a worldwide component core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy
has operations in the United Kingdom, Mexico and Korea, among
others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent
the Debtors' in their restructuring efforts.  Pauline K. Morgan,
Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as co-counsels to the
Debtors.  The Debtors' claims agent is Kurtzman Carson
Consultants LLC and their restructuring advisor is AlixPartners,
LLC.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of US$919,736,000 and total liabilities of
US$1,265,648,000.  (Remy Bankruptcy News; Issue No. 4,
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)




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


XEROX CORP: Earns US$254 Million for Quarter Ended Sept. 30
-----------------------------------------------------------
Xerox Corporation reported US$254 million of net income for the
third quarter of 2007, compared to US$536 million of net income
in 2006.

Total revenue of US$4.3 billion grew 12% in the quarter with
post-sale and financing revenue -- Xerox's annuity streams that
represent more than 70% of total revenue -- up 11%.  Both total
revenue and post-sale revenue included a currency benefit of 3
percentage points as well as the benefit from Xerox's
acquisition of Global Imaging Systems.

The company's earnings per share of 27 cents compares to 54
cents from third-quarter 2006, which included a 45-cent tax gain
partially offset by restructuring and litigation charges of 14
cents per share.  Excluding these items, earnings per share for
third-quarter 2007 is up 17% from the adjusted prior year EPS.

"This quarter's solid results are proof positive that our
business model is on track, generating double-digit profit
growth and fueling a strong annuity pipeline that serves us well
for the long term," said Anne M. Mulcahy, Xerox chairman and
chief executive officer.

"With the industry's broadest set of digital color systems,
we're knocking down cost and quality barriers to make color
printing affordable for businesses of any size.  Now, color
makes up more than half of our total equipment sales," she
added.  "Our investments in innovation, rich portfolio of
services, and acquisitions of companies that strengthen our
leadership in document management are delivering value for our
customers and our shareholders.  The result is strong third-
quarter performance, leading us to increase our expectations for
full-year earnings growth."

A fundamental measure of Xerox's business is increasing the
number of Xerox systems installed in customers' workplaces.  
This install activity generates sales of supplies and services
that are expected to drive gains in post-sale revenue. During
the third quarter, install activity increased 69% for Xerox's
office color multifunction devices, including the WorkCentre(R)
and Phaser(R) families that print, copy, fax and scan. In
addition, installs of color production systems grew 14% as
demand was up for the Xerox iGen3(R) Digital Production Press
and DocuColor(R) systems that enable commercial printers and
large enterprises to publish books, personalize marketing
collaterals, customize transactional statements and more.

During the third quarter, Xerox saw the benefit of the 38 office
and production products launched this year as well as broader
distribution to small and mid-size businesses through the
acquisition of Global Imaging Systems.  Equipment sales were up
14% over the prior year, including a 2-point benefit from
currency.  Already in 2007, Xerox has rolled out more than twice
the number of new products it launched last year. Today, more
than two-thirds of Xerox's equipment sale revenue comes from
products launched in the past two years.

Revenue from color grew 13% in the third quarter and now
represents 39% of Xerox's total revenue, up 3 points from the
third quarter of 2006.  Xerox color devices produce the highest
volume of pages in the industry and are on pace to produce more
than 40 billion color pages this year.  In the third quarter,
the number of color pages grew 32%, and now represent 13% of
total pages, up 3 points from the prior year.  Color performance
excludes Global Imaging Systems results.

Xerox services help businesses simplify work processes, manage
office technology and in-house print shops, digitize paper
files, create digital archives and much more.  Through
multiyear, multimillion-dollar contracts, the company's document
management services generated about US$2.5 billion in annuity
revenue through the third quarter of the year, an 8% increase in
post-sale revenue from services.  Xerox recently signed several
services contracts including a US$93 million contract with the
U.S. Navy to provide equipment and services for its entire fleet
and a US$82 million document management contract with EUROPART,
Europe's leading commercial vehicle parts distributor.  Xerox
Global Services will manage the German company's office and
production print services, invoice processing and customer
service centers.

Xerox's production business provides commercial printers and
document-intensive industries with high-speed digital printing
and services that enable on-demand, personalized printing.  
Total production revenue increased 6% in the third quarter
including a 4-point currency benefit.  Production color installs
grew 14% reflecting strong activity for the Xerox iGen3 and
DocuColor systems.  Installs of production black-and-white
systems declined 8%.  Demand for the Xerox Nuvera(R) EA and
Xerox Nuvera 288 digital presses as well as continuous feed
systems only partially offset declines from other higher-end and
light-production systems.

Xerox continues to drive the demand for color in the office with
the recent rollout of new solid-ink devices that for the first
time enable customers to print in color at the same price as
printing in black and white.  Total office revenue was up 14% in
the third quarter including a 3-point benefit from currency.  
Installs of the company's WorkCentre black-and-white systems
increased 9% including an 8% increase in activity for Xerox's
mid-range line of multifunction devices. Installs for office
color multifunction devices grew 69% in the quarter.

Gross margins were 40.1%, about flat from third quarter of 2006.  
Selling, administrative and general expenses were 25.4% of
revenue, also about the same as the prior year.  Xerox generated
operating cash flow of US$286 million in the third quarter. The
company said it is on track to deliver US$1.5 billion in
operating cash flow for the full year.

Since launching its stock buyback program in October 2005, Xerox
to date has repurchased about 129 million shares, totaling US$2
billion of its US$2.5 billion program.

Last week, Xerox closed on its US$32 million acquisition of
Advectis, Inc., which provides one of the mortgage industry's
most widely used solutions for electronic document
collaboration.  The all-cash purchase of Advectis expands
Xerox's expertise in automating work processes, helping
customers in document-intensive businesses like lending and
finance to reduce costs and simplify how work gets done.

Xerox expects fourth-quarter earnings in the range of 39 to 41
cents per share, delivering full-year 2007 earnings of US$1.18
to US$1.20.

                      About Xerox Corp.

Headquartered in Stamford, Connecticut, Xerox Corp. --
http://www.xerox.com/-- develops, manufactures, markets,  
services and finances a range of document equipment, software,
solutions and services.  Xerox operates in over 160 countries
worldwide and distributes products in the Western Hemisphere
through divisions, wholly owned subsidiaries and third-party
distributors.  The company maintains operations in France,
Japan, Italy, Nicaragua, among others.

                        *     *     *

As reported in the Troubled Company Reporter on May 23, 2007,
Standard & Poor's Ratings Services revised its rating outlook on
Stamford, Connecticut-based Xerox Corp. to positive from stable.
Ratings on the company, including the 'BB+' long-term and 'B-1'
short-term corporate credit ratings, were affirmed.




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CHIQUITA BRANDS: Will Keep Verdelli Farms Employees
---------------------------------------------------
Dan Miller of The Patriot-News reports that Chiquita Brands
International's Fresh Express will keep Verdelli Farms Inc.
employees.

As reported in the Troubled Company Reporter-Latin America on
Oct. 18, 2007, Fresh Express acquired privately held Verdelli
Farms, one of the premier regional processors of value-added
salads, vegetables and fruit snacks on the East Coast of the
United States.  The company, which markets its products under
the Harvest Select and Verdelli Farms brands, operates in 10
states from Massachusetts to Virginia.  Verdelli Farms will be
integrated into Chiquita's Fresh Express unit.

Verdelli Farms' sales and marketing vice president Mike Verdelli
commented to The Patriot, "The only change is additional work,
because we are taking on a much larger workload than today."

Verdelli Farms has 250 employees.  However, the firm's sale to
Fresh Express will increase the number of workers, The Patriot
says, citing Mr. Verdelli.  He said that he expects an up to 50%
growth in employment.

Mr. Verdelli told The Patriot that Verdelli Farms wouldn't
change its name.  The Verdelli Farms management team will remain
with the company under Fresh Express.

Chiquita Brands spokesperson Michael Mitchell commented to The
Patriot, "The acquisition of the Verdelli plant is a strategic
one.  It anticipates future growth.  We certainly believe that
employees will be able to take advantage of some additional
opportunities within a larger organization and some plant growth
there.  It should be positive for the bulk of the employees both
at the line level and within management."

                     About Verdelli Farms

Harrisburg-based Verdelli Farms is a third-generation, family-
owned business founded in 1924.  The company employs
approximately 400 people and has annual revenues of
approximately US$80 million.  In 2006, the company produced more
than 8 million cases of fresh salads, vegetables and fruit
snacks for more than 80 customers in 10 states from
Massachusetts to Virginia.

                     About Fresh Express

Fresh Express, a wholly owned subsidiary of Chiquita Brands
International, Inc., is the world's largest producer of fresh
salads. With a rich history that traces its roots back to 1926
and the beginnings of the fresh produce industry in Salinas,
Calif., where the company is headquartered, Fresh Express is
recognized as a leader in food safety and as the creator of the
ready-to-eat fresh salad category. Fresh Express is responsible
for a number of other important "firsts" in the fresh salad
category, including the first complete salad kit and the first
salad blend with multiple varieties of lettuces and greens.

                    About Chiquita Brands

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and
distributes fresh food products including bananas and nutritious
blends of green salads.  The company markets its products under
the Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks.  Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide, including
Colombia, Panama and the Philippines.

                        *     *     *

As reported in the Troubled Company Reporter on May 16, 2007,
Moody's Investors Service Ratings affirmed these ratings on
Chiquita Brands International Inc.:

   (i) corporate family rating at B3;

  (ii) probability of default rating at B3;

(iii) US$250 million 7.5% senior unsecured notes due 2014 at
       Caa2(LGD5, 89%); and

  (iv) US$225 million 8.875% senior unsecured notes due 2015
       at Caa2 (LGD5, 89%).

Moody's changed the rating outlook for Chiquita Brands to
negative from stable.

Troubled Company Reporter reported on May 4, 2007, that Standard
& Poor's Ratings Services placed its 'B' corporate credit and
other ratings on Cincinnati, Ohio-based Chiquita Brands
International Inc. on CreditWatch with negative implications,
meaning that the ratings could be lowered or affirmed following
the completion of their review.  Total debt outstanding at the
company was about US$1.3 billion as of March 31, 2007.




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LEVI STRAUSS: Completes 12.25% US$525MM Sr. Notes Tender Offer
--------------------------------------------------------------
Levi Strauss & Co. has completed its tender offer for any and
all of its US$525 million outstanding aggregate principal amount
of 12.25% Senior Notes due 2012 and related consent
solicitation.

A total of US$506.2 million of the outstanding aggregate
principal amount of the Notes were tendered prior to the
expiration date of midnight, New York City time, on
Oct. 17, 2007.  The company has accepted for purchase all Notes
tendered pursuant to the tender offer and consent solicitation,
resulting in a total payment of US$563.7 million, including
approximately US$20 million in accrued and unpaid interest and
US$15.2 million in consent payments, to holders of the Notes.

The company has retained Credit Suisse Securities (USA) LLC as a
dealer manager and solicitation agent in connection with the
tender offer and consent solicitation.  Questions about the
tender offer and consent solicitation may be directed to Credit
Suisse at 212-325-4951 (collect).

                   About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co.
-- http://www.levistrauss.com/-- is a branded apparel company.  
The company designs and markets jeans and jeans-related pants,
casual and dress pants, tops, jackets and related accessories
for men, women and children under its Levi's, Dockers and Levi
Strauss Signature brands in markets around the world.  Levi
Strauss & Co. distributes its Levi's and Dockers products
primarily through chain retailers and department stores in the
United States, and through department stores, specialty
retailers and franchised stores abroad.  The company distributes
its Levi Strauss Signature products through mass channel
retailers in the United States and abroad.

The company employs a staff of approximately 10,000 worldwide,
including approximately 1,010 at the company's San Francisco,
California headquarters.  Levi Strauss Europe is headquartered
in Brussels, Belgium, while Levi's Asia Pacific division is
based in Singapore.  Levi's has operations in Brazil, Mexico,
Chile and Peru.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 16, 2007
Fitch Ratings assigned a 'BB+' rating to Levi Strauss & Co.'s
second amended and restated US$750 million 5-year Asset-Based
Revolving Credit Facility.  The rating outlook is stable.

Levi Strauss carries Fitch's BB- Issuer Default Rating; BB+ Bank
Credit Facility rating; and BB- Senior Unsecured Notes rating.




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ANGIOTECH PHARMA: Reports Preliminary Third Quarter Fin. Results
----------------------------------------------------------------
Angiotech Pharmaceuticals, Inc., has disclosed preliminary
financial results from the third quarter ended Sept. 30, 2007,
and updated its financial outlook for the full year ending
Dec. 31, 2007, in conjunction with the release of Boston
Scientific Corporation's third quarter financial results
earlier.  Angiotech will release its complete third quarter
financial results, including Management's Discussion and
Analysis of Financial Condition and Results of Operations, and
hold its third quarter results conference call for analysts and
investors, as scheduled on Nov. 1, 2007.

Selected preliminary unaudited financial results for the third
quarter are:

  -- Total revenues were US$68.0 million.

  -- Net product sales were US$41.4 million and were derived
     primarily from sales of our various single-use specialty
     medical devices as well as from sales of medical device
     components to third parties.

  -- Royalty revenue was US$26.6 million and included US$24.9
     million of royalty revenue derived from sales by Boston
     Scientific of paclitaxel-eluting coronary stent systems.

  -- Adjusted EBITDA (earnings before interest, taxes,
     depreciation and amortization, adjusted to exclude certain
     non-cash and non-recurring items) was US$7.2 million.
     Excluding research and development expenses, the
     significant majority of which are discretionary and relate
     primarily to our Pharmaceutical Technologies segment,
     Adjusted EBITDA would be US$19.8 million.

  -- Cash and long-term investments were US$132.7 million.

  -- Angiotech expects to post a net loss on a GAAP and
     adjusted basis for the third quarter, pending finalization
     of certain tax items.

"We remain optimistic about our numerous new product
opportunities and the revenue potential they provide for
Angiotech.  Physician excitement for Quill(TM) SRS and other new
Angiotech products, our recent positive clinical trial results
for our 5-FU CVC product candidate, and the continued progress
of our various research and product development programs give us
confidence that we should see improved product revenue growth in
2008," said Dr. William Hunter, President and CEO of Angiotech.
    
"While we had hoped to achieve higher revenues and adjusted
EBITDA in the third and fourth quarters of 2007 -- the largest
impact coming from the delayed timing of revenue from newly
launched products -- we anticipate that our various businesses
and investments in sales, marketing and medical research will
deliver growth in 2008," said Thomas Bailey, Chief Financial
Officer of Angiotech.

                       About Angiotech

Angiotech Pharmaceuticals, Inc., founded in 1992, based in
Vancouver, Canada, is a specialty pharmaceutical company that
focuses on drug-device combinations and drug-loaded surgical
biomaterial implants.  The company reported over US$315 million
in total revenue for the twelve months ended Dec. 31, 2006.

Following the acquisition of American Medical Instruments
Holdings, Inc. in the first quarter of 2006, Angiotech expanded
beyond its strong R&D capabilities to encompass the
manufacturing and marketing of a wide range of single use,
specialty medical devices.  Angiotech has several specialized
direct sales and distribution organizations in Puerto Rico, the
United States, the United Kingdom, Denmark and Switzerland, as
well as significant manufacturing capabilities.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 9, 2007, Standard & Poor's Ratings Services lowered its
long-term corporate credit and senior unsecured debt ratings on  
Angiotech Pharmaceuticals Inc. to 'B-' from 'B+'.  At the same
time, S&P lowered the senior subordinated debt rating to 'CCC'
from 'B-'.  S&P said the outlook is negative.


CELESTICA INC: Tax Benefit Error Cues Firm to Cut Q2 Earnings
-------------------------------------------------------------
Celestica Inc. disclosed an adjustment to non-cash, deferred
tax recovery previously reported in the second quarter ended
June 30, 2007.

The company has determined that the assumptions used in the
second quarter to record a non-cash, deferred tax recovery
relating to a tax benefit resulting from a previous year's
write-down of an acquired and subsequently restructured Canadian
operation were incorrect.  An error in the cost basis for tax
purposes of that Canadian acquisition led to the incorrect
presumption that a tax benefit could be realized in the second
quarter.  

Accordingly, deferred tax recovery and GAAP net earnings for the
three and six months ended June 30, 2007 have been adjusted
downward by US$44.1 million, respectively.  Basic and diluted
GAAP earnings per share for the three and six months ended
June 30, 2007 have been adjusted from US$0.11 and (US$0.04),
respectively to (US$0.08) and (US$0.23), respectively.  The
company has adjusted its prior period balances in accordance
with accounting standards and is filing amended financial
statements to reflect the change.

The change to the deferred tax recovery has no impact on
reported adjusted net earnings and adjusted net earnings per
share for the second quarter of 2007 of US$4.9 million or
US$0.02 per share, respectively, and has no impact on revenue,
operating earnings or cash.  (Adjusted net earnings is defined
as net earnings before amortization of intangible assets, gains
or losses on the repurchase of shares and debt, integration
costs related to acquisitions, option expense, option exchange
costs and other charges, net of tax and significant deferred tax
write-offs or recovery).

The company also reconfirmed its revenue outlook for the third
quarter ended September 30, 2007 of US$2.0 billion to US$2.2
billion, and its expected adjusted net earnings per share of
US$0.04 to US$0.12.

                      About Celestica Inc.

Celestica Inc. (NYSE:CLS) -- http://www.celestica.com/--
provides innovative electronics manufacturing services.   its
global manufacturing and supply chain network, the company
delivers competitive advantage to companies in the computing,
communications, consumer, industrial, and aerospace and defense
end markets.   Celestica operates a highly sophisticated global
manufacturing network with operations in Brazil, China, Ireland,
Italy, Japan, Malaysia, Philippines, Puerto Rico, and the United
Kingdom, among others.

                        *     *     *

As reported in the Troubled Company Reporter on May 4, 2007,
Moody's Investors Service downgraded Celestica Inc.'s corporate
family rating to B1 from Ba3 and the senior subordinated note
ratings to B3 from B2.   Simultaneously, Moody's lowered the
company's speculative grade liquidity rating to SGL-2 from
SGL-1.


OWENS-ILLINOIS: Appoints Hugh H. Roberts as Director
----------------------------------------------------
Owens-Illinois Inc. appointed Hugh H. Roberts to serve on the
company's board of directors effective immediately.  He will
also serve as a member of the compensation committee.

Mr. Roberts spent 32 years at Kraft Foods Inc., in sales,
marketing, strategic planning and general management.  He built
strong global experience while serving Kraft Foods International
as president of the Central & Eastern Europe, Middle East &
Africa region and also as president of the Asia Pacific region.  
From 2004 to June 2007, Mr. Roberts served as president, Kraft
International Commercial, an $11 billion unit of $34 billion
Kraft Foods Inc.

Mr. Roberts holds a bachelor's degree in economics and a
master's degree in business administration from Harvard
University in Cambridge, Mass.

"We welcome Hugh to the O-I Board of Directors. His strong
consumer marketing perspectives, clear understanding of O-I's
customers and extensive international experience will be a great
addition to the board as we move the organization into a more
market-facing company," said Al Stroucken, O-I Chairman and CEO.

                    About Owens-Illinois

Based in Perrysburg, Ohio, Owens-Illinois Inc. (NYSE:OI)
-- http://www.o-i.com/-- is a manufacturer of packaging  
products and glass containers with operations in Europe, North
America, Asia Pacific and South America.  The company is also a
manufacturer of healthcare packaging, including plastic
prescription containers and medical devices, and plastic closure
systems, including tamper-evident caps and child-resistant
closures, with operations in the United States, Mexico, Puerto
Rico, Brazil, Hungary, Malaysia and Singapore.

                        *     *     *

In September 2006, Moody's placed the company's long-term
corporate family rating and probability of default ratings at
B2, and senior unsecured debt rating and preferred stock rating
at Caa1.  These ratings stoll hold to date.  The outlook is
stable.

Standard & Poor's placed the company's long-term foreign and
local issuer credits at BB-, which still holds to date.  S&P
said the outlook is stable.

Fitch placed the company's long-term issuer default rating at B,
senior unsecured debt rating at B-, and preferred stock rating
at CCC+.  These ratings still hold to date.  Fitch said the
outlook is positive.


POPULAR INC: Earns US$36 Million for Quarter Ended Sept. 30
-----------------------------------------------------------
Popular, Inc. has announced net income for the quarter ended
Sept. 30, 2007, was US$36.0 million, compared with US$82.2
million in the same quarter of 2006 and US$75.0 million in the
second quarter of 2007.  Basic and diluted earnings per common
share for the quarter ended Sept. 30, 2007 were US$0.12,
compared with US$0.28 for the quarter ended Sept. 30, 2006, and
US$0.26 for the quarter ended June 30, 2007.  The reduction in
the corporation's consolidated net income for the third quarter
of 2007 was driven principally by net losses in its U.S.
operations of US$44.7 million for the third quarter of 2007.
    
The corporation's net income for the third quarter of 2007
represented a return on assets of 0.30% and a return on common
equity of 3.52%, compared with 0.67% and 8.75%, respectively, in
the same quarter of 2006, and 0.64% and 7.80%, respectively, in
the second quarter of 2007.
    
"The results of the third quarter continue to reflect the impact
of unprecedented market conditions, particularly on our mainland
U.S. operations.  The corporation's core operations in Puerto
Rico continued to perform well despite a difficult economic
environment, which presents credit challenges.  We continue to
realign our U.S. operations to return them to acceptable levels
of profitability.  We will strengthen our core banking
businesses, which are healthy, and will review our non-core
banking activities.  We are currently evaluating strategic
alternatives for all non-core businesses and have several cost
control initiatives underway," indicated Richard L. Carrion,
Chairman of the Board and Chief Executive Officer of Popular,
Inc.
    
Financial results for the third quarter of 2007 were principally
impacted by the following items (on a pre-tax basis):

-- An US$84.6 million increase in the provision for loan
    losses for the third quarter of 2007 as compared with the
    same quarter in the previous year, which was mostly
    influenced by higher charge-offs due to a slowdown in the
    housing sector, particularly in the U.S. mainland, and to
    weak economic conditions in Puerto Rico.  The provision for
    loans losses for the quarter ended Sept. 30, 2007, increased
    by US$32.9 million compared with the second quarter of
    2007.

-- A decrease of US$24.3 million in non-interest income,
    mostly driven by lower gain on sale of loans and reductions
   in value in the residual interests of Popular Financial
    Holdings.

    The above were partially offset by:

    -- Higher net interest income by US$18.1 million
    -- Lower operating expenses by US$13.0 million, and
    -- Lower income tax expense by US$31.8 million.
    
For the nine months ended Sept. 30, 2007, the corporation's net
income totaled US$229.6 million, compared to US$298.0 million
for the same period in 2006.  Basic and diluted earnings per
common share for the nine months ended Sept. 30, 2007, were
US$0.79, compared with US$1.04 for the nine months ended
Sept. 30, 2006.  Return on assets and return on common equity
for the first nine months of 2007 were 0.65% and 8.01%,
respectively, compared with 0.82% and 11.00%, respectively, for
the same period in 2006.
    
                      Net interest income
    
Net interest income reflected an increase of US$18.1 million for
the quarter ended Sept. 30, 2007 when compared with the same
quarter in 2006.  
    
The increase in the net interest yield was mainly the result of
improved yield in the corporation's earning assets, resulting
from the maturity and repricing of collateralized mortgage
obligations and U.S. agency securities, which carried a low
yield, and to a rise in the volume of commercial and consumer
loans at higher rates.
    
The net interest income for the quarter ended Sept. 30, 2007
decreased by US$11.3 million, or 3%, compared to the second
quarter of 2007.  The net interest yield was 3.39% for the
quarter ended June 30, 2007.  The unfavorable variance was
principally the result of derivative losses of US$9.7 million
for the third quarter of 2007, which are included as funding
costs on borrowed funds, compared to derivative gains of US$5.4
million for the second quarter this same year.  Most of these
derivatives are economically hedging long-term debt.  The
decline in the fair value of the derivative instruments was
influenced by disruptions in the financial markets during the
third quarter of 2007 and the reduction in interest rates by the
Fed in September 2007.

                  Provision for loan losses
    
The provision for loan losses totaled US$148.1 million or 131%
of net charge-offs for the quarter ended Sept. 30, 2007,
compared with US$63.4 million or 106%, respectively, for the
same quarter in 2006, and US$115.2 million or 125%,
respectively, for the second quarter of 2007.  There was an
increase of US$52.7 million in net charge-offs for the quarter
ended Sept. 30, 2007, compared with the same quarter in the
previous year, resulting from higher net charge-offs on mortgage
loans by US$29.2 million, consumer loans by US$13.8 million,
commercial loans by US$8.9 million and in lease financing by
US$0.8 million.  The increase in net charge-offs on mortgage
loans reflects the continued credit problems in the U.S.
mainland subprime mortgage market, and includes an increase of
US$16.1 million in charge-offs of second mortgages at Popular
Financial.  Increases in net charge-offs in the
commercial loan and consumer loan portfolios are principally due
to higher delinquencies in Puerto Rico resulting from a weak
economic environment.
    
The increase in the provision for loan losses for the third
quarter of 2007 when compared to the second quarter of 2007 is
primarily the result of further deterioration in the residential
mortgage loan market, principally with respect to the subprime
portfolio of Popular Financial.  Although, as previously
announced, Popular Financial has exited the wholesale mortgage
loan origination business, the existing subprime portfolio that
remains on the corporation's books originated by this wholesale
business continues to adversely impact the corporation's
financial results.  

The increase of US$20.6 million in net charge-offs for the
quarter ended Sept. 30, 2007, compared with the second quarter
in 2007, resulted from higher net charge-offs on mortgage loans
by US$21.8 million, including US$13.2 million in second
mortgages at Popular Financial, and lease financing by US$0.4
million, partially offset by declines in consumer loans net
charge-offs by US$1.1 million and commercial loans by US$0.5
million.

                     Non-Interest Income
    
Non-interest income totaled US$167.0 million for the quarter
ended Sept. 30, 2007, compared with US$191.3 million for the
same quarter in 2006 and US$203.4 million for the quarter ended
June 30, 2007.  
    
The decrease in non-interest income when comparing the results
for the third quarter of 2007 to the second quarter of 2007 was
due to lower net gains on the sale of loans and valuation
adjustments of loans held-for-sale by US$22.3 million primarily
at E-LOAN and Popular Financial due to lack of liquidity in the
secondary markets.  Also, there were trading account losses in
the third quarter of 2007 of US$2.9 million, compared to trading
profits in the second quarter of 2007 of US$10.4 million.  The
consolidated trading account losses for the quarter ended
Sept. 30, 2007, reflect trading profits of US$9.2 million in the
Puerto Rico operations that were offset by the write-downs in
Popular Financial's residual interests classified as trading
securities of US$12.1 million.

                   Non-Interest Expenses
    
Operating expenses totaled US$347.0 million for the quarter
ended Sept. 30, 2007, a decrease of US$13.0 million, or 4%,
compared with the same quarter in 2006, and a decrease of
US$14.1 million, or 4% when compared to the second quarter of
2007.  The reduction in operating expenses for the quarter ended
Sept. 30, 2007, compared with the same quarter in 2006 was
principally in personnel costs, which declined by US$12.5
million.  Of this decrease, US$11.7 million was related to the
corporation's U.S. mainland operations, primarily due to the
restructuring plan implemented at Popular Financial.  The
corporation's full-time equivalent employees were 12,181 at
Sept. 30, 2007, a decrease of 423 from the same date in 2006.  
Other operating expense categories in the aggregate remained
stable for the quarter ended Sept. 30, 2007 as compared to the
same quarter in the previous year.  The decrease in operating
expenses for the quarter ended Sept. 30, 2007 compared to the
quarter ended June 30, 2007, was also principally in personnel
costs which declined by US$12.0 million.  This decline was
associated primarily with the reversal of accruals for bonuses
and incentives that are linked to financial performance, lower
medical insurance costs and lower savings plan expenses.
    
Income tax benefit amounted to US$3.9 million for the quarter
ended Sept. 30, 2007, compared with income tax expense of
US$27.9 million in the same quarter of 2006, and US$23.6 million
in the second quarter of 2007.  The tax benefit in the third
quarter of 2007 is directly associated with the taxable loss in
the corporation's U.S. mainland operations.

               Liquidity and Capital Resources
    
The U.S. credit markets have been marked by unprecedented
instability and disruption since the beginning of the third
quarter of 2007, making even routine asset sale and funding
activities much more challenging for financial institutions.  
Credit spreads have widened significantly and rapidly, as many
investors have allocated their funds to only the highest-quality
financial assets such as U.S. government securities.  The result
of these actions by market participants has made it more
difficultfor corporate borrowers to raise financing in the
credit markets and has reduced the value of most financial
assets except the highest-quality obligations.
    
The sector that has been most severely impacted is the money
market sector, where companies raise short-term financing, and
the corporate and asset-backed markets where longer-term debt
funding is raised.  A primary catalyst of the market disruptions
has been an abrupt shift by investors away from non-government
mortgage-backed securities and asset-backed securities,
primarily those backed by subprime mortgage loans.
    
The corporation usually finances a portion of its business in
the money and corporate bond markets, both of which have been
affected by recent financial market developments.  Even though
it has become more challenging to raise financing in the credit
markets, we believe that the challenges are manageable and we
have various initiatives underway to ensure our access to stable
sources of liquidity.

                    Banking Subsidiaries
    
The corporation's banking subsidiaries (BPPR and BPNA) have
multiple channels and sources of liquidity.  To mitigate
exposure to funding risk in the current environment, concrete
steps have been taken to reduce the need to access the money
markets for financing.
    
The corporation's banking subsidiaries are primarily funded with
deposits.  As of Sept. 30, 2007, the ending balances deposits
were US$16.1 billion for BPPR and US$10.6 billion for BPNA,
excluding intercompany balances between these two entities.
    
Borrowings at the banking subsidiaries amounted to US$6.9
billion as of Sept. 30, 2007.  This includes US$1.4 billion in
short-term unsecured borrowings.
    
Several strategies are in place with the objective of mitigating
the impact of current market conditions on liquidity risk.  
Total deposits at the corporation increased from US$25.4 billion
as of June 30, 2007 to US$26.6 billion as of Sept. 30, 2007, an
increase of US$1.2 billion or 5%.
    
Other strategies implemented included the utilization of
unpledged liquid assets to raise financing in the repo markets,
the proceeds of which were also used to pay off unsecured
borrowings.  Short-term unsecured borrowings at the banking
subsidiaries were reduced from US$3.8 billion as of
June 30, 2007, to US$1.4 billion as of Sept. 30, 2007, which
represents a decrease of US$2.4 billion or 63%.
    
It is expected that during the fourth quarter, the corporation's
announced acquisition of Citibank's retail banking business in
Puerto Rico be completed.  The closing of the acquisition is
expected to provide BPPR with over approximately US$735 million
in cash, which will further strengthen BPPR's liquidity
position.

                   Bank Holding Companies
    
The corporation's bank holding companies (BHCs, Popular, Inc.
and Popular North America) borrow in the money markets and the
corporate debt market primarily to finance their non-banking
subsidiaries.  However, current conditions have made market
access more uncertain.  As an alternative to raise capital
markets financing, the corporation is working on several
initiatives to ensure adequate funding sources are available
notwithstanding adverse market conditions.
    
The corporation is in the process of securing committed
financing facilities with two leading global banking
institutions.  When market conditions are adequate, the
corporation intends to pursue a capital markets medium-term
notes transaction.
    
The BHCs have additional sources of liquidity available, in the
form of credit facilities available from affiliate banking
subsidiaries and third party providers.
    
The corporation continues to exceed the well-capitalized
guidelines under the federal banking regulations.  The ratios of
total risk-based capital, Tier 1 risk-based capital and Tier 1
leverage approximated 11.95%, 10.70% and 8.30%, respectively, at
Sept. 30, 2007.  Also, BPPR and BPNA continue to exceed the
well-capitalized guidelines under the federal banking
regulations.

                     About Popular Inc.

Headquartered in Puerto Rico, Popular Inc. (Nasdaq: BPOP)
-- http://www.popular.com/-- is a full service financial  
institution with operations in Puerto Rico, the United States,
the Caribbean and Latin America.  With over 300 branches and
offices, the company offers retail and commercial banking
services through its franchise, Banco Popular de Puerto Rico,
well as auto and equipment leasing and financing, mortgage
loans, consumer lending, investment banking, broker/dealer and
insurance services through specialized subsidiaries.  In the
United States, the company has established a community banking
franchise providing a broad range of financial services and
products to the communities it serves.  

                        *     *     *

As reported in the Troubled Company Reporter on May 9, 2007,
Fitch Ratings has downgraded Individual rating of Popular Inc.
to 'B/C' from 'B'.


WESCO INTERNATIONAL: Earns US$70 Mil. in Quarter Ended Sept. 30
---------------------------------------------------------------
WESCO International Inc. disclosed 2007 third quarter financial
results.

Net income for this quarter was US$70 million versus US$59
million in the comparable 2006 quarter.  Third quarter net
income includes approximately US$10 million of favorable one-
time benefits from foreign exchange gains and tax benefits,
primarily the ability to now recognize prior years' state net
operating losses.

Consolidated net sales for the third quarter of 2007 were
US$1.546 billion compared to US$1.343 billion in 2006, an
increase of 15.1%.  Included are sales from recent acquisitions
totaling approximately US$183 million.  Gross margin for the
quarter was 20.3% compared to 20.5% for the comparable 2006
quarter.  Operating income for the current quarter totaled
US$109 million versus US$100 million in last year's comparable
quarter.  Depreciation and amortization included in operating
income was US$9 million for 2007 compared to US$7 million in
2006.

Stephen A. Van Oss, senior vice president and chief financial
officer, stated, "We performed well in the face of challenging
end markets.  Our operating results for the quarter were very
strong and set records for the company in virtually every key
financial category.  These results reflect progress across a
broad spectrum of performance improvement initiatives,
particularly those dealing with margin protection and cost
efficiency.  We further improved our position as a low cost
operator and recorded our best ever SG&A expense ratio for our
core operations."
    
Mr. Van Oss continued, "During the quarter, we purchased another
1.2 million shares for a total of 6.4 million shares purchased
year to date, completing the US$400 million program authorized
in February of this year.  Our balance sheet is in great shape.  
Our strong free cash flow of US$75 million and ample liquidity
has positioned the Company to execute on the new US$400 million
share repurchase program announced in September in a measured
fashion while maintaining current levels of financing leverage."

                    Year to Date Results

Consolidated net sales for the nine months ended Sept. 30, 2007,
were US$4.514 billion versus US$3.945 billion in last year's
comparable period, a 14.4% increase.  Sales from recent
acquisitions for the first nine months totaled US$524 million.  
Gross margin in the current nine-month period was 20.4% versus
20.3% last year and operating income totaled US$295 million
versus US$272 million last year.  Depreciation and amortization
included in operating income was US$27 million versus US$19
million last year.  Net income for the 2007 year-to-date period
was US$178 million versus US$159 million last year.

Roy W. Haley, chairman and chief executive officer, stated, "The
macro-economic environment continues to provide opportunities
for growth as we look out into the fourth quarter.  We have
added personnel to a variety of longer-term sales and marketing
initiatives, and these programs are beginning to yield positive
results.  We are early in this cycle of investment in vertical
market segment initiatives and we expect to see new
opportunities being converted into higher levels of sales
performance over the next several quarters.  Our base is strong,
and we are very well positioned to improve our overall economic
returns while delivering ongoing supply chain cost savings to
our customers.  We are focused on strong operational execution
of the business as the principle driver of our performance."

                       Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet
showed US$2.878 billion in total assets, US$2.317 billion in
total liabilities, and US$560.5 million in total stockholders'
equity.

                  About WESCO International

Headquartered in Pittsburgh, Pennsylvania, WESCO International,
Inc., is a publicly traded Fortune 500 holding company, whose
primary operating entity is WESCO Distribution, Inc.  WESCO
Distribution is a distributor of electrical construction
products and electrical and industrial maintenance, repair and
operating supplies, and is the nation's largest provider of
integrated supply services.  WESCO operates eight fully
automated distribution centers and approximately 370 full-
service branches in North America and selected international
markets including Mexico and Puerto Rico, providing a local
presence for area customers and a global network to serve multi-
location businesses and multi-national corporations.

                        *     *     *

As of Oct. 18, 2007, WESCO International still carries Moody's
'Ba3' long-term corporate family rating last placed on
Sept. 20, 2005.  Moody's outlook for the rating is positive.




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


HILTON HOTELS: Gets European Commission Antitrust Clearance
-----------------------------------------------------------
Hilton Hotels Corporation has received clearance from the
European Commission for its pending merger with BH Hotels LLC,
an entity controlled by investment funds affiliated with The
Blackstone Group L.P.

Approval by the European Commission was the final remaining
regulatory approval that is a condition to closing of the
merger.  The merger is expected to close on Oct. 24, 2007.  
Hilton will announce the completion of the merger once it has
closed.  Consent solicitations. Requests for documentation may
be directed to Global Bondholder Services Corporation, the
Information Agent, which can be contacted at (212) 430-3774 (for
banks and brokers only) or (866) 924-2200 (for all others toll-
free).

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,  
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Finland, India,
Indonesia, Trinidad and Tobago, Philippines and Vietnam.

                        *     *     *

As reported on May 1, 2007, Standard & Poor's Ratings Services
said its rating and outlook on Hilton Hotels Corp.
(BB+/Stable/--) would not be affected by the company's
announcement that it has entered into an agreement with Morgan
Stanley Real Estate to sell up to 10 hotels for approximately
US$612 million in proceeds (net of property level debt
repayment, taxes, and transaction costs).  Upon the close of the
transactions, Hilton Hotels plans to use the net proceeds to
repay debt.

In February 2007, Moody's Investors Service upgraded Hilton
Hotels Corporation's corporate family rating to Ba1 from Ba2
reflecting a reduction in leverage from a faster than expected
pace of asset sales and strong earnings during 2006.  Adjusted
debt to EBITDAR has improved to around 5.0x from 6.0x in
January 2006.


HILTON HOTELS: Prices Cash Tender Offers for Five Notes
-------------------------------------------------------
Hilton Hotels Corporation has determined the total consideration
and tender offer consideration to be paid pursuant to its cash
tender offers and related consent solicitations for its 7.625%
Notes due 2008, 7.200% Notes due 2009, 8.250% Notes due 2011,
7.625% Notes due 2012 and 7.500% Notes due 2017.

The total consideration payable for Notes accepted for payment
that were validly tendered with consents and not validly
withdrawn at or prior to 5:00 p.m., New York City time, on
Sept. 25, 2007, will be an amount equal to the total
consideration per US$1,000 principal amount of Notes.  The
tender offer consideration payable per US$1,000 principal amount
of Notes accepted for payment that are validly tendered after
the Note Consent Payment Deadline but at or prior to 8:00 a.m.,
New York City time, on Oct. 24, 2007, will be an amount equal to
the total consideration minus the consent payment of US$30.00
per US$1,000 principal amount of Notes.  In each case, holders
whose Notes are accepted for payment in the tender offers will
receive accrued and unpaid interest for such Notes from the last
interest payment date to, but not including, the payment date
for Notes purchased in the tender offers.

The company disclosed information relating to the determination
of the applicable total consideration and tender offer
consideration per US$1,000 principal amount of Notes.

Pricing Information for Tender Offers for the Notes:

   a) CUSIP No.: 432848AU3
      Security: 7.625% Notes due 2008
      Applicable Spread: 50 bps
      Tender Offer Yield: 4.599%
      Total Consideration: US$1,016.45
      Consent Payment: US$30
      Tender Offer Consideration: US$986.45

   b) CUSIP No.: 432848AR0
      Security: 7.200% Notes due 2009
      Applicable Spread: 50 bps
      Tender Offer Yield: 4.306%
      Total Consideration: US$1,058.53
      Consent Payment: US$30
      Tender Offer Consideration: US$1,028.53

   c) CUSIP No.: 432848AT6
      Security: 8.250% Notes due 2011
      Applicable Spread: 50 bps
      Tender Offer Yield: 4.342%
      Total Consideration: US$1,119.13
      Consent Payment: US$30
      Tender Offer Consideration: US$1,089.13

   d) CUSIP No.: 432848AX7
      Security: 7.625% Notes due 2012
      Applicable Spread: 50 bps
      Tender Offer Yield: 4.489%
      Total Consideration: US$1,141.54
      Consent Payment: US$30
      Tender Offer Consideration: US$1,111.54

   e) CUSIP No.: 432848AS8
      Security: 7.500% Notes due 2017
      Applicable Spread: 50 bps
      Tender Offer Yield: 4.948%
      Total Consideration: US$1,201.50
      Consent Payment: US$30
      Tender Offer Consideration: US$1,171.50  

As previously announced, the total consideration per US$25.00
principal amount of Hilton's 8.000% Quarterly Interest Bonds due
2031 validly tendered and not validly withdrawn pursuant to
Hilton's tender offer and consent solicitation for the Bonds at
or prior to the 5:00 p.m., New York City time, on Oct. 16, 2007
is US$25.25.  The tender offer consideration payable for Bonds
accepted for payment that are validly tendered after the Bond
Consent Payment Deadline but at or prior to the Offer Expiration
Date, will be an amount equal to the Bonds Total Consideration
minus the consent payment of US$1.00 per US$25.00 principal
amount of Bonds.

Also as previously announced, the total consideration for
Hilton's 7.430% Chilean Inflation-Indexed (UF) Notes due 2009
(the CLP Notes and, together with the Notes and the Bonds, the
Securities) in Chilean pesos has been set at CLP65,560.95 per
CLP50,000 original principal amount of CLP Notes.  All of the
CLP Notes were validly tendered and not validly withdrawn prior
to 5:00 p.m., New York City time, on Oct. 1, 2007, and,
accordingly, all CLP Notes are eligible to receive the total
consideration.  Hilton expects to determine the total
consideration in U.S. dollars payable in respect of its CLP
Notes tendered pursuant to Hilton's tender offer and consent
solicitation for the CLP Notes on Oct. 22, 2007, unless such
determination date is extended by Hilton.

The tender offer for each issue of Securities will expire at
8:00 a.m., New York City time, on the Offer Expiration Date.  As
indicated in the Offer to Purchase, it is expected that the
Offer Expiration Date will be extended to coincide with the date
that the Merger becomes effective.

Each tender offer and consent solicitation is being made
independently of the other tender offers and consent
solicitations and Hilton reserves the right to terminate,
withdraw or amend each tender offer and consent solicitation
independently of the other tender offers and consent
solicitations at any time and from time to time.

The tender offers and consent solicitations relating to the
Securities are made upon the terms and conditions set forth in
Hilton's Offer to Purchase and Consent Solicitation Statement
dated Sept. 12, 2007 and the related Consent and Letter of
Transmittal, as amended.  The tender offers and consent
solicitations are being conducted in connection with the
previously announced merger agreement that provides for the
acquisition of Hilton by BH Hotels LLC, an entity controlled by
investment funds affiliated with The Blackstone Group L.P.  The
tender offers and consent solicitations are subject to the
satisfaction of certain conditions, including the Merger having
occurred, or such Merger occurring substantially concurrent with
the Offer Expiration Date.  However, the completion of the
tender offers and consent solicitations is not a condition to
completion of the Merger.  Further details about the terms and
conditions of the tender offers and the consent solicitations
are set forth in the Offer to Purchase.

Hilton has retained Bear, Stearns & Co. Inc. and UBS Investment
Bank to act as the lead Dealer Managers for the tender offers
and lead Solicitation Agents for the consent solicitations, and
they can be contacted at (877) 696-BEAR (toll-free) ((212) 272-
5112 (collect)) and (888) 719-4210 (toll-free) ((203) 719-4210
(collect)), respectively.  Banc of America Securities LLC,
Deutsche Bank Securities Inc., Goldman, Sachs & Co., Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated are also
acting as Dealer Managers and Solicitation Agents in connection
with the tender offers and the consent solicitations.  Requests
for documentation may be directed to Global Bondholder Services
Corporation, the Information Agent, which can be contacted at
(212) 430-3774 (for banks and brokers only) or (866) 924-2200
(for all others toll-free).

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,  
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Finland, India,
Indonesia, Trinidad and Tobago, Philippines and Vietnam.

                        *     *     *

As reported on May 1, 2007, Standard & Poor's Ratings Services
said its rating and outlook on Hilton Hotels Corp.
(BB+/Stable/--) would not be affected by the company's
announcement that it has entered into an agreement with Morgan
Stanley Real Estate to sell up to 10 hotels for approximately
US$612 million in proceeds (net of property level debt
repayment, taxes, and transaction costs).  Upon the close of the
transactions, Hilton Hotels plans to use the net proceeds to
repay debt.

In February 2007, Moody's Investors Service upgraded Hilton
Hotels Corporation's corporate family rating to Ba1 from Ba2
reflecting a reduction in leverage from a faster than expected
pace of asset sales and strong earnings during 2006.  Adjusted
debt to EBITDAR has improved to around 5.0x from 6.0x in
January 2006.




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


SENSIENT TECH: Earns US$20.7 Million in Quarter Ended Sept. 30
--------------------------------------------------------------
Sensient Technologies Corporation reported net earnings of
US$20.7 million for the three months ended Sept. 30, 2007,
compared to US$16.9 million for the same period in 2006.

Revenue reached a record level of US$294.3 million for the third
quarter, up 4.8% from the comparable quarter in 2006.  The
Company expects that revenue growth for the remainder of 2007
will exceed 7%.

"Today we announced another quarter with excellent results,"
said Kenneth P. Manning, Chairman and CEO of Sensient
Technologies Corporation.  "This quarter all of our groups
reported higher revenue and profits.  We are well-positioned for
future growth."

                      Business Review

The Flavors & Fragrances Group reported record third quarter
revenue and operating income.  Revenue for the third quarter
increased 4.0% to US$197.2 million.  Operating income was up
8.9% to US$29.9 million compared to US$27.4 million in the third
quarter of 2006.  Year-to-date revenue increased 6.6% to
US$584.3 million and operating income was up 12.6% to US$87.2
million.  Group revenue in the quarter benefited from improved
pricing.  Foreign currency translation also had a favorable
impact on quarterly revenue.  Quarterly profit rose as a result
of improved pricing, favorable foreign currency translation and
improvements in operating efficiencies.  Group operating margins
in the quarter improved 70 basis points in comparison to the
third quarter of 2006.

The Color Group's revenue increased 4.1% to US$90.7 million for
the quarter ended Sept. 30, 2007, compared to US$87.1 million in
last year's third quarter.  Operating income for the quarter was
US$15.9 million, up 14.6% from US$13.9 million reported in the
third quarter of 2006.  Year-to-date revenue increased 5.8% to
US$282.2 million and operating income was up 10.5% to US$50.3
million.  Quarterly revenue for the Color Group reflects solid
growth in food and beverage colors and favorable foreign
currency translation.  Higher volumes and improved product mix
contributed to the increase in Color Group profits for the third
quarter.  Group operating margins in the quarter improved 160
basis points in comparison to the third quarter of 2006.

                          2007 Outlook

Sensient has increased its reported 2007 diluted earnings per
share guidance to US$1.62.  The previous range for guidance was
between US$1.56 and US$1.59.  For 2008, Sensient expects its
diluted earnings per share to be between US$1.73 and US$1.77.

Headquartered in Milwaukee, Wisconsin, Sensient Technologies
Corp. -- http://www.sensient-tech.com/-- manufactures and  
markets colors, flavors and fragrances.  Sensient also employs
technologies to develop specialty chemicals for inkjet inks,
display imaging systems and other applications.  The company's
principal products include flavors, flavor enhancers and
bionutrients; fragrances and aroma chemicals; dehydrated
vegetables and other food ingredients; natural and synthetic
food colors; cosmetic and pharmaceutical additives; inkjet inks,
technical colors, and specialty dyes and pigments, and chemicals
for laser printing and flat screen displays.  In Europe,
Sensient maintains operations facilities and/or sales offices in
Belgium, Bosnia, Croatia, Cyprus, Czech Republic, Germany,
United Kingdom, France, Estonia, United Kingdom, Macedonia,
Poland, Romania, Serbia and Montenegro, Turkey, Ukraine, and
Wales.  In Latin America, it has operations in Argentina,
Bolivia, Brazil, Colombia, Costa Rica, Chile, Mexico, Peru,
Uruguay and Venezuela.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 23, 2007, Standard & Poor's Ratings Services has revised
its outlook on Milwaukee, Wis.-based Sensient Technologies Corp.
to stable from negative.  At the same time, Standard & Poor's
affirmed its 'BB+' corporate credit and senior unsecured debt
ratings on the company.  Approximately USUS$508 million of debt
was outstanding as of June 30, 2007.


SENSIENT TECH: Selects Neil Cracknell as Deputy Group Executive
---------------------------------------------------------------
Sensient Technologies Corporation has elected Neil Cracknell to
the position of Vice President and Deputy Group Executive of the
Flavors & Fragrances Group.

Mr. Cracknell joined the Company in September 1994 as Manager of
Sales and Marketing for Colors Europe.  He became Managing
Director, Colors Europe in 2000 and Vice President of Sensient
Pharmaceutical Technologies in 2002.

In June 2002, he was promoted to President of Sensient
Dehydrated Flavors.  At Dehydrated Flavors, he has maximized
plant utilization while continuing to increase profitability.

Mr. Cracknell has a Master's degree in Business Administration
from the University of Bath and a Bachelor of Science degree
from Loughborough University.

"Neil Cracknell has played a significant role in the Company's
success as President of Dehydrated Flavors," said Kenneth P.
Manning, Chairman and CEO of Sensient Technologies Corporation.  
"He brings strong management skills to his new position."

Headquartered in Milwaukee, Wisconsin, Sensient Technologies
Corp. -- http://www.sensient-tech.com/-- manufactures and  
markets colors, flavors and fragrances.  Sensient also employs
technologies to develop specialty chemicals for inkjet inks,
display imaging systems and other applications.  The company's
principal products include flavors, flavor enhancers and
bionutrients; fragrances and aroma chemicals; dehydrated
vegetables and other food ingredients; natural and synthetic
food colors; cosmetic and pharmaceutical additives; inkjet inks,
technical colors, and specialty dyes and pigments, and chemicals
for laser printing and flat screen displays.  In Europe,
Sensient maintains operations facilities and/or sales offices in
Belgium, Bosnia, Croatia, Cyprus, Czech Republic, Germany,
United Kingdom, France, Estonia, United Kingdom, Macedonia,
Poland, Romania, Serbia and Montenegro, Turkey, Ukraine, and
Wales.  In Latin America, it has operations in Argentina,
Bolivia, Brazil, Colombia, Costa Rica, Chile, Mexico, Peru,
Uruguay and Venezuela.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 23, 2007, Standard & Poor's Ratings Services has revised
its outlook on Milwaukee, Wis.-based Sensient Technologies Corp.
to stable from negative.  At the same time, Standard & Poor's
affirmed its 'BB+' corporate credit and senior unsecured debt
ratings on the company.  Approximately US$508 million of debt
was outstanding as of June 30, 2007.




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


CHRYSLER LLC: Four Union Locals Reject UAW-Chrysler Labor Pact
--------------------------------------------------------------
Four large union locals, representing a majority vote of
Chrysler's 45,000 union members, rejected the United Auto
Workers union's pact with Chrysler LLC over the weekend,
according to various reports.  Locals from Delaware, Missouri
and Ohio turned down the pact on Saturday while a Detroit local
with 2,200 UAW members vetoed it on Sunday.

The UAW-Chrysler pact failed to be ratified by 54% of the
members of the UAW Local 1183, in Newark, Delaware.

About 79% production workers and 66% skilled trade workers of
the 2,900-member Local 110 in Fenton, Missouri, turned down the
pact.

Union locals who vetoed the deal include the Detroit Axle plant,
the St. Louis North pick up plant and a stamping plant in
Twinsburg, Ohio.

On the other hand, UAW Local 868 in Georgia, which represents
just 94 members, accepted the labor contract.

Approximately 78% members of Local 72, a union local with 800
workers in Kenosha, Wisconsin, voted yes, while 22% were against
the deal.

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Bill Parker, Chair of the 2007 UAW Chrysler National Negotiating
Committee, who voted against the new tentative labor agreement
between Chrysler LLC and the United Auto Workers union, released
a minority report to the members of the UAW Chrysler Council,
urging the Council to reject Chrysler's offer and let the
Committee return to the bargaining table.

As previously reported, the UAW Chrysler Council, which includes
local union leaders from Chrysler LLC facilities throughout the
U.S., voted overwhelmingly to recommend ratification of the
tentative agreement reached on Oct. 10, 2007.

Mr. Parker, however, disclosed that the National Negotiating
Committee had a split vote on the contract.

                     About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The company has dealers worldwide, including Canada, Mexico,
U.S., Germany, France, U.K., Argentina, Brazil, Venezuela,
China, Japan and Australia.

                        *     *     *

On Oct. 1, 2007, Standard & Poor's Ratings Services placed its
corporate credit ratings on Chrysler LLC and DaimlerChrysler
Financial Services Americas LLC on CreditWatch with positive
implications.

As reported in the Troubled Company Reporter on Aug. 8, 2007,
Standard & Poor's Ratings Services revised its loan and recovery
ratings on Chrysler LLC (B/Negative/--), including a 'BB-'
rating to the US$5 billion "first-out" first-lien term loan
tranche.  This rating, two notches above the corporate credit
rating of 'B' on Chrysler LLC, and the '1' recovery rating
indicate S&P's expectation for very high recovery in the event
of payment default.  S&P also assigned a 'B' rating to the
US$5 billion "second-out" first-lien term loan tranche.  This
rating, the same as the corporate credit rating, and the '3'
recovery rating indicate S&P's expectation for a meaningful
recovery in the event of payment default.

Moody's Investors Service has affirmed Chrysler Automotive LLC's
B3 Corporate Family Rating, and the Caa1 rating of the company's
US$2 billion senior secured, second lien term loan in connection
with Monday's closing of DaimlerChrysler AG's sale of a majority
interest of Chrysler Group to Cerberus Capital Management LLC.


PETROLEOS DE VENEZUELA: Eyes Esso's Assets in Latin America
-----------------------------------------------------------
Petroleos de Venezuela SA along with Petroleo Brasileiro SA and
two Argentine conglomerates are bidding for Esso's assets in the
Latin American region, EFE News Service reports, citing El
Cronista.

Esso, the international trade name for Exxon Mobil Corporation,
has asset in Brazil, Uruguay, Paraguay, and Chile, El Cronista
adds.

Argentine state energy firm, Enarsa, has indicated that it would
like to become a minority partner with whoever will win the
bidding process, El Cronista adds.

El Cronista says that the Venezuelan state firm plans to
exchange its Citgo refinery in the U.S. for Esso's refinery in
Argentina.

                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 March 28, 2007, Standard & Poor's Ratings
Services assigned its 'BB-' senior unsecured long-term credit
rating to Petroleos de Venezuela S.A.'s US$2 billion notes due
2017, US$2 billion notes due 2027, and US$1 billion notes due
2037.


PETROLEOS DE VENEZUELA: May Reach Settlement with Exxon Soon
------------------------------------------------------------
Exxon Mobil Corp. Chief Executive Officer Rex Tillerson said
last week that the company might soon reach a settlement with
Petroleos de Venezuela over its seized assets in the Orinoco oil
belt, the Associated Press reports.

The oil major has filed a formal arbitration claim in the
International Centre for Settlement of Investment Disputes to
resolve the issue of payment for its oil assets in heavy-crude
region of Venezuela that went to the state's hands after the
nationalization in June.  

The two parties have been in talks prior to the effectivity of
the nationalization but nothing came out of those meetings.  

Mr. Tillerson told the AP that despite the lodged complaint with
ICSID, the company is still holding talks with the Venezuelan
government to possibly speed up the process.  He clarified that
the filing was made as a necessary measure to protect Exxon's
shareholders.

Exxon Mobil has said its Hamaca venture in the Orinoco region
was once valued at US$750 million, the AP says.


                      About ExxonMobil

Exxon Mobil Corporation operates as a petroleum and
petrochemicals company.  It primarily engages in the
exploration, production, and sale of crude oil and natural gas;
and manufacture, transportation, and sale of petroleum products.

                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 March 28, 2007, Standard & Poor's Ratings
Services assigned its 'BB-' senior unsecured long-term credit
rating to Petroleos de Venezuela S.A.'s US$2 billion notes due
2017, US$2 billion notes due 2027, and US$1 billion notes due
2037.


PETROLEOS DE VENEZUELA: Shuts Down Cardon Plant
-----------------------------------------------
Venezuelan state-owned oil firm Petroleos de Venezuela SA told
the Associated Press that it partially closed down its Cardon
oil refinery due a power outage late last week.

Petroleos de Venezuela said in a statement that the outage
brought no damage.  Backup inventory lets fuel shipments
continue uninterrupted.

"PDVSA guarantees the supply of fuel to national and
international markets.  Sufficient inventory of products exists
in the fuel distribution systems and storage tanks," Petroleos
de Venezuela told the AP.

                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 March 28, 2007, Standard & Poor's Ratings
Services assigned its 'BB-' senior unsecured long-term credit
rating to Petroleos de Venezuela S.A.'s US$2 billion notes due
2017, US$2 billion notes due 2027, and US$1 billion notes due
2037.

As reported on Oct. 22, 2007, Fitch Ratings revised Petroleos de
Venezuela S.A.'s rating outlook to Negative from Stable
following Fitch's revision of the Bolivarian Republic of
Venezuela's Rating Outlook to Negative from Stable.  
Concurrently, Fitch affirms its foreign and local currency
Issuer Default Ratings at 'BB-', and the
National long-term rating at 'AAA(ven)'.  This rating action
affects US$7.5 billion of outstanding notes due 2017, 2027 and
2037.


* VENEZUELA: Names JV with Cuba Telecomunicaciones Gran
-------------------------------------------------------
The Cuban News Agency reports that the Venezuelan and Cuban
governments have named their joint venture firm
Telecomunicaciones Gran Caribe, which will deploy and run an
underwater fiber optic cable that would connect the two nations.

According to the Cuban News, the undersea cable will stretch
from La Guaira, in Venezuela to Siboney, in eastern Cuba.

The Cuban News notes that Telecomunicaciones Gran will engage in
direct marketing and rendering of telecommunications services.

Venezuela's CVG Telecomunicaciones C.A. will hold 60% of
Telecomunicaciones Gran, while Cuba's Cuban Transbit S.A. will
have a 40% in the firm.  Telecomunicaciones Gran will be
headquartered in Caracas, Venezuela.  It will also have a unit
in Cuba, the Cuban News Agency states.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 22, 2007, Fitch Ratings revised the rating outlook on
Venezuela's long-term foreign and local currency Issuer Default
Ratings to Negative from Stable.  At the same time, the agency
affirmed the IDRs at 'BB-', the short-term foreign currency
rating at 'B', and the country ceiling at 'BB-'.


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

                                    Total
                                Shareholders  Total
                                    Equity    Assets
Company                 Ticker      (US$MM)   (US$MM)
-------                 ------  ------------  -------
Arthur Lange             ARLA3     (20.56)      53.30
Kuala                    ARTE3     (33.57)      11.86
Chiarelli SA             CCHI3     (63.93)      50.64
Ceper-Inv                CEP        (7.77)     120.08
Ceper-B                  CEP/B      (7.77)     120.08
CIC                      CIC    (1,883.69)  22,312.12
Telefonica Hldg          CITI   (1,481.31)     307.89
Telefonica Hldg          CITI5  (1,481.31)     307.89
SOC Comercial PL         COME     (757.32)     458.59
Angel Estrada            ESTR      (68.23)      68.97
Estrada-A                ESTR5     (68.23)      68.97
Bombril Holding          FPXE3  (1,064.31)      41.97
Gazola                   GAZ03     (43.13)      22.28
Hercules                 HETA3    (233.64)      33.23
IMPSAT Fiber Networks    IMPTQ     (17.16)     535.01
Kepler Weber             KEPL3    (199.10)     286.23
Minupar                  MNPR3     (39.46)     154.47
Telebras-CM RCPT         RCTB30   (149.58)     236.49
Rimet                    REEM3    (219.34)      93.47
Schlosser                SCL03     (55.17)      51.93
Telebras SA              TELB3    (149.58)     236.49
Telebras-CM RCPT         TELE31   (149.58)     236.49
Telebras SA              TLBRON   (148.58)     236.49
Varig SA                 VAGV3  (8,194.58)   2,169.10
FER C Atlant             VSPT3    (155.34)   1,883.02
WIEST                    WISA3    (107.73)      92.66


                        ***********


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, and Pamella Ritah K. Jala, Editors.

Copyright 2007.  All rights reserved.  ISSN 1529-2746.

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

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

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


              * * * End of Transmission * * *