TCRLA_Public/071113.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, November 13, 2007, Vol. 8, Issue 225

                          Headlines

A R G E N T I N A

ALITALIA SPA: Board Says Baldassare Group Incompatible with Bid
ARINC INC: Moody's Assigns Corporate Family Rating at B3
ASOCIACION MUTUAL: Claims Verification Deadline Is Feb. 14
BALLY TECH: Fitch Affirms Issuer Default Rating at B-
BALLY TECH: Teams Up with Teradata To Provide Business Services

CONSULTEX SA: Proofs of Claim Verification Is Until Feb. 11
DANA CORP: Gets Proposals from Banks for US$2-Bil. Exit Loan
GALVANI SA: Seeks for Reorganization Okay in Buenos Aires Court
JANI KING: Proofs of Claim Verification Ends Feb. 26, 2008
MAR PATAGONICO: Proofs of Claim Verification Ends Feb. 25, 2008

SCALA DE ARGENTINA: Claims Verification Deadline Is Feb. 18
SIMON CACHAN: File for Reorganization Petition in Buenos Aires
TARJETA NARANJA: Fitch Expects To Rate US$100-Mil. Notes at B
PETROBRAS ENERGIA: Discloses Interest Assignment in Bajada
POLYMER GROUP: S&P Affirms Corporate Credit Rating at BB-

PUENTE HNOS: Moody's Reviews B2 Rating for Possible Downgrade
TELECOM ARGENTINA: Incurs ARS227-Mln Net Loss in Third Quarter


B E R M U D A

INTELSAT LTD: Sept. 30 Balance Sheet Upside-Down by US$571.1 Mln
SCOTTISH RE: Fitch Maintains Rating After Alt-A Realized Losses
SCOTTISH RE: S&P Revises Outlook from Developing to Negative


B O L I V I A

INT'L PAPER: Reports US$217MM Net Earnings in Third Quarter 2007


B R A Z I L

BANCO NACIONAL: Board Grants BRL94.9-Mil. Loan to Grupo Ferrari
BANCO NACIONAL: Defines Loan Conditions for Sto. Antonio Plant
BANCO NACIONAL: Mulling Six Highway Stretches for Auction
BLOUNT INT'L: Reports US$22.6MM Third Quarter Operating Income
BRASKEM SA: 2007 Net Income Rises to BRL541 Mln in Nine Months

BRISTOW GROUP: Prices US$50 Mil. Offering of 7-1/2% Senior Notes
DELPHI CORP: Disclosure Statement Hearing Continued to Nov. 29
FORD MOTOR: Reaches Tentative Labor Agreement with UAW
FORD MOTOR: S&P Expects To Affirm B Rating Due to Narrower Loss
GERDAU AMERISTEEL: Prices Offering of 110 Million Common Shares

MAGNA INT'L: Third Quarter Operating Income Up to US$267 Million
PEABODY ENERGY: Earns US$32.3 Million for Qtr. Ended Sept. 30
WEIGHT WATCHERS: Reports US$49.5 Million Net Income in 3rd Qtr.
PETROLEO BRASILEIRO: Tupi Oil May List Co. Among Top Producers
TEREX CORP: Mulls Issuance of US$500 Mln Sr. Subordinated Notes

UAL CORP: Issues 600,000+ Shares to Eligible Claimholders


C A Y M A N   I S L A N D S

ATLAS GLOBAL: Proofs of Claim Filing Deadline Is Nov. 29
BOMBAY CO: Sells Headquarters to Goff Capital for US$16.35 Mil.
CABLE & WIRELESS: Restores Services in Cayman Islands
CRESCENT AIR: Proofs of Claim Filing Is Until Nov. 29
DIQUE PROPERTIES: Proofs of Claim Filing Ends on Nov. 29

HI H20: Proofs of Claim Filing Is Until Nov. 29
MUSTANG SCDO: Proofs of Claim Filing Deadline Is Nov. 29
O'CONNOR GLOBAL: Proofs of Claim Filing Is Until Nov. 29
O'CONNOR GLOBAL CONVERTIBLE: Claims Filing Deadline Is Nov. 29
SAPIC II: Proofs of Claim Filing Ends on Nov. 29

SOUTH BEACH: Proofs of Claim Filing Deadline Is Nov. 29
VEGA SCDO: Proofs of Claim Filing Is Until Nov. 29


C H I L E

SOCIEDAD DE INVERSIONES: Earnings Up to US$31.9MM in Nine Mos.


C O L O M B I A

SOLUTIA INC: Judge Beatty Approves US$25 Million Backstop Deal


D O M I N I C A N   R E P U B L I C

BANCO BHD: Fitch Affirms Low B Currency Issuer Default Ratings
GRUPO M: S&P Assigns BB- Rating on US$150-Million Notes


E C U A D O R

PETROECUADOR: Wants To End City Oriente Contract


G U A T E M A L A

BRITISH AIRWAYS: Baggage Delivery Among Worst, Report Says


J A M A I C A

NAT'L COMMERCIAL: Lehman Wants Unit as Notes Sale Distributor
NATIONAL WATER: Says Revenue from Rate Hike for Plant Upgrade


M E X I C O

CLEAR CHANNEL: Providence Mulls Rescinding US$1.2-Billion Deal
DURA AUTOMOTIVE: Court Approves US$425 Million Exit Financing
FEDERAL-MOGUL: Court Confirms Fourth Amended Reorganization Plan
FREESCALE SEMICONDUCTOR: Signs Joint Lab Deal with Zhuzhou CSR
GRAHAM PACKAGING: Posts US$13.4 Million Net Loss in Third Qtr.

GRUPO MEXICO: Hopes Court To Rule on Strike Before Dec. 15 Break
ICONIX BRAND: Enters Into Five Global License Agreements
KANSAS CITY: CEO Michael Haverty Adopts 10b5-1 Trading Plan
MAXCOM TELECOM: Moody's Reviews B3 CFR for Possible Upgrade
MEGA BRANDS: S&P Places B+ Corp. & Bank Loan Ratings on WatchNeg

MOVIE GALLERY: 8 Landlords Object to Lease Rejection Procedures
MOVIE GALLERY: Committee Opposes Debtors' Pact with Sopris
MOVIE GALLERY: Landlords & Committee Object to US$150MM DIP Loan
OPEN TEXT: Moody's Affirms Low B Ratings with Positive Outlook
QUAKER FABRIC: Wants To Reject Leases Under Gordon Pact

QUEBECOR WORLD: Paying Preferred Shares Dividends on Dec. 1
QUEBECOR WORLD: Posts US$315 Mil. Net Loss in 2006 Third Quarter
TRIMAS CORP: Operating Profit Up 6.1% to US$27.3MM in Third Qtr.
VWR INT'L: Acquires Omnilabo International B.V. of Netherlands


P A N A M A

CHIQUITA BRANDS: Posts US$28 Mln Net Loss in Qtr. Ended Sept. 30


P E R U

* PERU: Auto Companies Salute Free Trade Agreement


P U E R T O   R I C O

ADVANCED AUTO: Board Declares Six Cents Per Share Dividend
APARTMENT INVESTMENT: Posts US$2.3 Mil. Third Quarter Net Loss
LIN TV: Block Communications Closes WAND(TV) Buy for US$6.75 Mln
R&G FINANCIAL: Completes Financial Reports Restatement Process


V E N E Z U E L A

CHRYSLER LLC: S&P Affirms 'B' Rating with Negative Outlook
LEAR CORP: Reports US$41.0 Million Net Income in Third Quarter

* Large Companies with Insolvent Balance Sheets


                         - - - - -


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


ALITALIA SPA: Board Says Baldassare Group Incompatible with Bid
---------------------------------------------------------------
The Board of Directors of Alitalia S.p.A. concluded that it was
still impossible to carry out appraisals, even of a preliminary
nature, as to whether the consortium being set up by Antonio
Baldassarre would have the necessary requisites to take part in
the company's project aimed at rapidly identifying industrial
and financial subjects committed to carrying forward Alitalia's
restructuring, development and re-launching and willing to
acquire a majority shareholding in the Company.

In fact, Mr. Baldassarre stated that there would be a further
delay in providing the basic elements for taking part in the
project.

The Board judged this fact to be more than sufficient to
consider no longer compatible -- also in the opinion of Advisor
Citi -- the time for examining the relationship with the
aforementioned consortium with the time envisaged for Alitalia's
decision regarding the overall project.

As reported on Oct. 18, 2007, the consortium, composed of
Engineering S.p.A., I Viaggi del Ventaglio S.p.A., SAFNA, Aermar
Srl, Mivtach shamir H Ltd. and Reficere, will have a starting
capital of EUR1 billion to EUR1.5 billion.

The group does not plan to downscale Alitalia's operations in
Milan Malpensa and Rome Fiumicino airports, but will instead
increase routes.

Mr. Baldassare told Thomson Financial that the consortium plans
to launch long-haul routes to Africa and the Middle East as well
as maintain Alitalia's existing role, he said.  He expects
Alitalia to allow the possible buyers to perform diligence on
the company's books.

As reported in the TCR-Europe on Oct. 10, 2007, 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.


ARINC INC: Moody's Assigns Corporate Family Rating at B3
--------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Arinc
Incorporated's proposed first lien credit facilities, consisting
of a revolving credit facility due 2013, a synthetic letter of
credit facility due 2014, and a term loan facility due 2014, as
well as a Caa2 rating to the company's proposed second lien term
loan due 2015.  The Corporate Family Rating was assigned at B3
with a stable outlook.

The proceeds from the debt offerings were used to partially
finance the acquisition of Arinc by private equity sponsor,
Carlyle Group.  Arinc's previous senior secured credit
facilities were repaid and terminated in their entirety upon
close of the acquisition financing transactions.  As such,
Moody's will withdraw all of Arinc's pre LBO ratings, including
its Ba3 Corporate Family Rating and senior secured credit
facilities' ratings.

Arinc's B3 Corporate Family Rating post the LBO reflects high
leverage and weak interest coverage pro forma the new capital
structure.  As a result of its high debt burden, Arinc's credit
metrics are expected to remain in the single B-range for the
foreseeable future.  The company's operating margins, while
stable, are low relative to other aerospace and defense service
providers.  Moody's expects margins to improve as the company
begins to leverage its leading market shares in core commercial
segments and attempts to reduce the amount of government
contract work passed-through to subcontractors, but recognizes
that these efforts pose significant challenges in their
implementation.

Arinc's annual revenues of nearly US$1 billion benefit from the
stability provided by a diversified customer base, long-term
contracts with government agencies and commercial airlines, and
dominant market shares in air-to-ground commercial aviation
communications.  The essentiality of the company's services to
the transportation system also suggests some degree of revenue
stability over time.  However, a significant portion of recent
revenue growth is attributable to increased pass-through revenue
and expansion in airport information systems, which has yet to
yield favorable margins due to the high cost of gaining market
share.  The company is expected to generate modest free cash
flow over the near term, which should be used to repay a small
portion of debt, but the majority of this depends on the
company's ability to realize cost savings from proposed work
force reductions and benefits from restructuring initiatives.

The stable outlook reflects Moody's expectation that Arinc will
reduce leverage at a modest pace over the near to medium term
through a combination of operating margin improvement and modest
debt repayment from free cash flows.

Approximately US$770 Million of Debt Securities Rated.

Significant debt repayment or substantial margin improvement
resulting in metrics at these levels would be supportive of
upward movement in the ratings or outlook:

-- Leverage: debt/EBITDA below 6.0 times;

-- Interest coverage: EBIT/interest in excess of 1.5 times;

-- Cash flow: RCF/debt exceeding 7% with sustained positive
    FCF.

Failure to improve operating margins resulting in metrics at
these levels, or deterioration of liquidity due to prolonged
negative free cash flow and heavy reliance on revolver drawings
could put downward pressure on Arinc's ratings or outlook:

-- Operating margins: remaining less than 5%;

-- Leverage: debt/EBITDA remaining above 7.0 times;

-- Interest coverage: EBIT/interest remaining below 1.0 time;

-- Cash flow: RCF/debt less than 5%, or prolonged negative
    free cash flow.

Assignments:

-- Issuer: Arinc Incorporated (New)

-- Probability of Default Rating, Assigned B3

-- Corporate Family Rating, Assigned B3

-- Senior Secured Revolving Credit Facility, Assigned B2
    (LGD3-37)

-- Senior Secured Synthetic Letter of Credit Facility,
    Assigned B2 (LGD3-37)

-- Senior Secured Term Loan Facility, Assigned B2 (LGD3-37)

-- Senior Secured Second Lien Term Loan Facility, Assigned
    Caa2 (LGD5-87)

                         About ARINC

Annapolis, Maryland-based ARINC is a leading provider of
mission-critical communications and IT services to the global
aviation industry (40%-45% of revenues) and engineering services
to the U.S. military and other government agencies (55%-60%).
ARINC networks carry more than half of all air-ground messages
in the world between commercial aircraft and airline operations
centers.  Other commercial transportation products include
airport check-in and boarding systems, flight display and
information systems, commuter rail control and information
systems, and mobile private digital networks and ground
communications systems.  ARINC is granted the exclusive right by
the FCC to manage and license the radio frequencies used by the
airlines.  This function has been transferred to a separate
legal entity that will continue to be owned by the U.S.
airlines.

The company has operations in Argentina, Germany, Spain, China,
Japan, Taiwan, Thailand and Singapore, among others.


ASOCIACION MUTUAL: Claims Verification Deadline Is Feb. 14
----------------------------------------------------------
Maria M. Porolli, the court-appointed trustee for Asociacion
Mutual Leoncio Club Personal de Canal 11's bankruptcy
proceeding, verifies creditors' proofs of claim until
Feb. 14, 2008.

Ms. Porolli will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 4 in Buenos Aires, with the assistance of Clerk
No. 7, 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 Asociacion Mutual 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 Asociacion Mutual's
accounting and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

         Asociacion Mutual Leoncio Club Personal de Canal 11
         Matheu 1592
         Buenos Aires, Argentina

The trustee can be reached at:

         Maria M. Porolli
         Tucuman 1455
         Buenos Aires, Argentina


BALLY TECH: Fitch Affirms Issuer Default Rating at B-
-----------------------------------------------------
Fitch Ratings has upgraded Bally Technologies' secured bank debt
rating and affirmed Bally's Issuer Default Rating as:

-- Secured bank credit facility upgraded to 'B/RR3' from
    'B-/RR4';

-- Issuer Default Rating affirmed at 'B-'.

The secured credit facility comprises a term loan with US$308
million outstanding and a US$75 million revolver, which was
undrawn as of June 30, 2007.

Fitch has revised the Rating Outlook on Bally Technologies to
Stable from Negative.

The Rating Outlook revision reflects Bally's significant
progress in terms of its operating performance and its financial
restatements.  If those trends were to continue over the next
couple quarters, Fitch anticipates that additional positive
rating actions could occur.

The rating actions are based on Bally's significantly improved
product pipeline and solid acceptance of the Alpha platform over
the past two years, which is generating meaningful improvement
in its financial performance.  On Nov. 1, Bally announced its
fiscal 4Q'07 and fiscal year 2007 (period ending June 30)
results and reiterated its expectations for fiscal year 2008,
which were initially given on Aug. 21, 2007.  Driven by the
improved product platform, Bally generated 26% revenue growth to
US$682 million in fiscal year 2007 and expects 21-22% growth in
fiscal year 2008 to more than US$830 million.

Reported adjusted EBITDA increased to US$138.5 million in fiscal
year 2007 from US$49.6 million in fiscal year 2006.  Bally's
leverage ratio according to its credit facility as of
June 30, 2007, was 2.17 versus a maximum allowable of 3.75,
which declines to 3.50 as of Sept. 30, 2007.  Bally's credit
profile has improved dramatically fueled by the improving
operating profile.  As of June 30, 2007, Bally had roughly US$37
million in debt maturities through fiscal year 2009,
unrestricted cash balances of US$40.8 million (up from US$12.4
million as of Dec 31, 2007), an untapped US$75 million credit
revolver, and a somewhat flexible capex budget.

Tempering the financial improvement is the fact that Bally has
been under investigation by the Securities and Exchange
Commission since 2005 and has been untimely with its SEC
filings.  In its most recent audited financial statements Bally
continues to note material weaknesses in internal controls over
financial reporting, with revenue recognition and inventory
valuation among the most significant items.  While these items
continue to be concerns that weigh on Bally's credit ratings,
Fitch notes that Bally has made significant strides over the
past 12 months with its restatements and becoming current on its
filings.  Bally has been restating its financial results and
filed its fiscal 4Q07 10Q and fiscal 2007 10K on Nov. 2, 2007,
and has now filed three 10Ks and six 10Qs within the last 12
months.  However, Bally expects to miss the Nov. 9, 2007
deadline to file its fiscal 1Q08 10Q.

An additional concern centers around how Bally will fare when
the industry enters a new technology-driven upturn in the next
12-24 months with the onset of server-based gaming, which could
benefit Bally as well as the other major players including IGT,
WMS, and Aristocrat.

While competition has increased since the peak of the last
cycle, IGT is likely to remain the dominant player, in Fitch's
view, because it has the most financial resources, the broadest
product pipeline, and the largest sales/marketing team.  Fitch
believes Bally's improved financial position and operational
turnaround should help it to compete in the next cycle, but
maintenance of Bally's recent market share gains could become
more challenging.

The Recovery Ratings and notching reflect Fitch's recovery
expectations under a distressed scenario.  Bally's Recovery
Ratings reflect Fitch's expectation that the enterprise value of
the company, and hence recovery rates for its creditors, will be
maximized in a restructuring scenario (going concern), rather
than a liquidation given Bally's limited tangible asset base.
An 'RR3' recovery rating reflects Fitch's belief that 51-70%
recovery, including the assumption of a fully drawn revolver, is
possible under a distress scenario.

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


BALLY TECH: Teams Up with Teradata To Provide Business Services
---------------------------------------------------------------
Bally Technologies Inc. and Teradata Corporation will work
together to provide solutions based on the new Bally Business
Intelligence solution integrated with the Teradata(R) Warehouse.

With Bally's expertise in casino systems and slot networks,
along with Teradata's enterprise data warehouse leadership,
mutual customers will benefit from optimized slot operations,
better analysis and management of customer relationships and
more robust marketing strategies.  They will also gain new
insight into the overall profitability of the business.  Some
mutual customers include Harrah's Entertainment, Mohegan Tribal
Gaming Authority, Silverton Casino and Spotlight 29 Casino.

Bally Technologies needed a technology partner that could
provide deeper customer understanding to leverage its enterprise
data visualization.  In addition, Bally needed to enhance
reporting capabilities and performance analytics on a platform
that could support their growing user requirements for more
sophisticated analytics.

Enterprise Data Warehouses produced by Teradata analyze business
operations to drive smarter, faster decisions by providing a
complete view of the business and the agility to create a
sustainable competitive advantage.  Teradata provides
integrated, optimized and extensible technology for a single
application-neutral repository of a company's current and
historical data, forming the framework of the business
intelligence architecture.

Bally Technologies chose to partner with Teradata to better
serve its customers by providing them information in a
centralized environment.  This data can then be analyzed and
presented to the business users as a series of static- or
active-data visualizations that show how the business is
performing.  These visualizations allow decision-makers to make
accurate business assessments and adjustments to positively
affect customer entertainment experiences and operational
results.

"The Bally BI strategy is to bring our customers the best
technology solutions, and Teradata brings to our portfolio a
world-class pedigree in data warehousing and CRM applications,"
said Bruce Rowe, senior vice president of strategy and business
development for Bally Technologies.

"Both Bally Technology and Teradata recognize the importance of
leveraging detailed data to drive customer understanding,
satisfaction and a process of continuous business improvement.
The Teradata and Bally Business Intelligence Solution provides
the power of advanced visual space analytics to the casino
management team, enabling them to operationalize their data
warehouse," said Dave Porter, director of hospitality and gaming
for Teradata.

Teradata and Bally Technologies will be exhibiting and
demonstrating the integrated solution at the Global Gaming Expo
show in Las Vegas from Nov. 13 through Nov. 15 in booth numbers
522 and 524 respectively.

                       About Teradata

Teradata Corporation (NYSE:TDC) -- http://www.teradata.com/
-- is the world's largest company solely focused on raising
intelligence through data warehousing and enterprise analytics.
Teradata is in more than 60 countries.

                 About Bally Technologies

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 7, 2007, Standard & Poor's Ratings Services has raised its
corporate credit and senior secured debt ratings on Bally
Technologies Inc. to 'B+' from 'B-'.  Concurrently, S&P revised
the CreditWatch implications to positive from developing.


CONSULTEX SA: Proofs of Claim Verification Is Until Feb. 11
-----------------------------------------------------------
Carlos Daniel Brezinski, the court-appointed trustee for
Consultex SA's bankruptcy proceeding, verifies creditors' proofs
of claim until Feb. 11, 2008.

Mr. Brezinski will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 22 in Buenos Aires, with the assistance of Clerk
No. 44, 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 Consultex 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 Consultex's
accounting and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

         Consultex SA
         Peru 345
         Buenos Aires, Argentina

The trustee can be reached at:

         Carlos Daniel Brezinski
         Lambare 1140
         Buenos Aires, Argentina


DANA CORP: Gets Proposals from Banks for US$2-Bil. Exit Loan
------------------------------------------------------------
Dana Corp. and its debtor-affiliates have received proposals
from 10 financial institutions in connection with the exit
financing contemplated in their joint plan of reorganization and
the bankruptcy court-approved Disclosure Statement.  The Debtors
are seeking a US$2,000,000,000 loan to exit Chapter 11 by the
end of 2007.

Dana has sought permission from the U.S. Bankruptcy Court for
the Southern District of New York to enter into and perform
under a commitment letter and a fee letter, which allows the
payment of commitment fees and reimbursement of out-of-pocket
expenses.  Dana, however, has yet to identify the lenders or
financial institutions that will syndicate or provide the loan.

Corinne Ball, Esq., at Jones Day, in New York, told the Court
that the Debtors, with the assistance of Miller Buckfire & Co.,
LLC, and AlixPartners, LLP, their financial advisors, are still
in the process of selecting and negotiating the optimal
financing package from proposals submitted by more than 10
financial institutions.

"The Debtors need to proceed expeditiously to stay on target to
emerge from chapter 11 by the end of 2007 and anticipate that
they will be in a position to file the Commitment Letter with
the Court on or about Nov. 16, 2007," Ms. Ball says.

The Debtors have asked the Court to hold a hearing on
Nov. 28, 2007, to consider approval of the Commitment Letter.
Objections are due Nov. 21 at 4:00 p.m.  The Debtors said that
in any event, they will file the Commitment Letter with the
Court at least three business days prior to the scheduled
hearing.

According to Ms. Ball, the Commitment Documents will contain
customary terms and conditions found in similar types of
financing, and will generally provide for an Exit Facility
consisting of:

  (a) Up to US$2,000,000,000 senior credit facility, which will
      consist of:

        -- US$650,000,000 asset-based revolving credit facility
           with a sublimit for letters of credit to be
           determined; and

        -- US$1,350,000,000 term loan.

  (b) Maturity is expected to be between five to seven years.

  (c) The collateral securing the exit facility is
      substantially all of the Debtors' assets, including a
      pledge of 65% of the stock of each of the Debtors' foreign
      subsidiaries.

  (d) The interest rate and fees are still to be negotiated but
      will be consistent with market rates used in similar
      financing type.

  (e) The Exit Facility will contain affirmative and negative
      covenants, representations and warranties and events of
      default customary for similar types of financings.

  (f) The Revolver will be undrawn at closing.  The proceeds of
      the Term Loan will be used at closing to repay existing
      claims against the Debtors pursuant to the Plan, including
      repaying in full the DIP Credit Agreement, and any excess
      proceeds will remain on the balance sheet of the
      Reorganized Debtors.

                    About Dana Corporation

Headquartered 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 has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

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 approved the Disclosure Statement
explaining the terms of the Plan on Oct. 23, 2007.


GALVANI SA: Seeks for Reorganization Okay in Buenos Aires Court
---------------------------------------------------------------
Galvani SA has requested for reorganization approval after
failing to pay its liabilities since Nov. 2, 2007.

The reorganization petition, once approved by the court, will
allow Galvani 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. 4 in Buenos Aires.  Clerk No. 7 assist in this
case.

The debtor can be reached at:

          Galvani SA
          Lavalle 1747
          Buenos Aires, Argentina


JANI KING: Proofs of Claim Verification Ends Feb. 26, 2008
----------------------------------------------------------
Susana Gonzalez Cabrerizo, the court-appointed trustee for Jani
King SA's bankruptcy proceeding, verifies creditors' proofs of
claim until Feb. 26, 2008.

Ms. Cabrerizo will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 8 in Buenos Aires, with the assistance of Clerk
No. 16, 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 Jani King 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 Jani King's
accounting and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

         Jani King SA
         Virrey Olaguer 2921
         Buenos Aires, Argentina

The trustee can be reached at:

         Susana Gonzalez Cabrerizo
         Acevedo 492
         Buenos Aires, Argentina


MAR PATAGONICO: Proofs of Claim Verification Ends Feb. 25, 2008
---------------------------------------------------------------
Maria Cappelletti, the court-appointed trustee for Mar
Patagonico SA's bankruptcy proceeding, verifies creditors'
proofs of claim until Feb. 25, 2008.

Ms. Cappelletti will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 22 in Buenos Aires, with the assistance of Clerk
No. 44, 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 Mar Patagonico 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 Mar Patagonico's
accounting and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

         Mar Patagonico SA
         Maipu 388
         Buenos Aires, Argentina

The trustee can be reached at:

         Maria Cappelletti
         Avenida Pedro Goyena 1674
         Buenos Aires, Argentina


SCALA DE ARGENTINA: Claims Verification Deadline Is Feb. 18
-----------------------------------------------------------
Liliana Bozzano, the court-appointed trustee for Scala de
Argentina SA's bankruptcy proceeding, verifies creditors' proofs
of claim until Feb. 18, 2008.

Ms. Bozzano will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 22 in Buenos Aires, with the assistance of Clerk
No. 44, 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 Scala de Argentina 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 Scala de Argentina's
accounting and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

         Scala de Argentina SA
         Chacabuco 194
         Buenos Aires, Argentina

The trustee can be reached at:

         Liliana Bozzano
         Viamonte 1446
         Buenos Aires, Argentina


SIMON CACHAN: File for Reorganization Petition in Buenos Aires
--------------------------------------------------------------
Simon Cachan SA has requested for reorganization approval after
failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow Simon Cachan 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. 25 in Buenos Aires.  Clerk No. 49 assist in this
case.

The debtor can be reached at:

          Simon Cachan SA
          B. de Astrada 2694
          Buenos Aires, Argentina


TARJETA NARANJA: Fitch Expects To Rate US$100-Mil. Notes at B
-------------------------------------------------------------
Fitch Ratings expects to assign a 'B' long-term local currency
rating and 'RR4' Recovery Rating and a National long-term rating
of 'AA-(arg)' to Tarjeta Naranja S.A.'s US$100 million class VI
unsubordinated fixed-rate notes.

Tarjeta Naranja's ratings reflect its sound profitability,
liquidity and capital base, its satisfactory asset quality, as
well as the improvement in the operating environment.

The ratings of Tarjeta Naranja's notes will reflect the ratings
assigned to the company.  While the notes are denominated in
U.S. dollars, the issue will carry a local currency Issuer
Default Rating as the issue is effectively converted to a peso
amount at issue date, and the dollar amount to be paid at each
of the amortization dates is determined by the peso/dollar
exchange rate then in effect, transferring the potential
exchange risk to the holder of the notes.  In addition, should
the issuer not be able to obtain the dollars needed due to
external reasons at any payment date, it is allowed to pay the
correspondent amount in pesos.

Fitch expects Tarjeta Naranja's profitability to remain sound
based on its good capacity to grow and generate revenues.  The
company's lending has grown significantly (up 62% at end-
September 2007 year-over-year, net of loan loss provisions and
loan securitizations totaling ARS215 millions), and its asset
quality ratios have remained satisfactory.  Its non-performing
loans to total loans ratio was 3.7% at the end of third quarter
2007 with loan loss reserve coverage of 99.2%.  These ratios
have deteriorated somewhat, and may continue to do so, due to
the seasoning of the loan book and further loan securitizations.
However, non-performing loans are at historic lows in the
Argentine financial system and, as Tarjeta Naranja's asset
quality ratios have historically been very good based on
conservative credit limits and good scoring systems, Fitch
expects them to remain healthy.  In addition, the company did
not hold any government bonds at the end of third quarter 2007.

Tarjeta Naranja's liquidity is strong, supported by the short-
term nature of its lending.  In addition, it is extending the
maturity of its funding by issuing debt and securitizing loans.
Exposure to foreign currency risk is low as most of its debt is
in pesos.

Tarjeta Naranja's capital base is ample with an equity/assets
ratio of 19.5% at the end of September 2007, supported by strong
internal capital generation.

Tarjeta Naranja S.A. was created in 1985 in the Province of
Cordoba and since 1996 has expanded geographically, currently
operating in most of the country and is the third largest card
issuer nationally.  The company is 80% owned by Banco de Galicia
y Buenos Aires, the second largest bank in Argentina by assets.


PETROBRAS ENERGIA: Discloses Interest Assignment in Bajada
----------------------------------------------------------
Petrobras Energia Participaciones S.A., controlling company of
Petrobras Energia S.A., disclosed that Petrobras Energia S.A.
accepted the offer whereby 76.15% of its rights and obligations
in the Bajada del Palo area was assigned, involving a transfer
of a 73.15% interest to Petrolera Entre Lomas S.A. and the
remaining 3% to APCO.  The terms and conditions of the above
mentioned agreement had been previously approved by the
Petrobras Energia S.A.'s Board of Directors.

The Bajada del Palo asset is an exploitation concession located
at the Neuquen Basin for a term expiring in 2015, in which
Petrobras Energ¡a S.A. acted as operator holding an 80%
interest.  The area includes 4 active wells with an average oil
production of 240 barrels per day for the first nine months of
2007.

As a result of this transaction, Petrobras Energ¡a S.A. will
recognize a gain of approximately ARG70 million to be recorded
in 2007 fourth quarter.

Petrobras Energia Participaciones SA (Buenos Aires: PBE,
NYSE:PZE) through its subsidiary, explores, produces, and
refines oil and gas, as well as generates, transmits, and
distributes electricity.  It also offers petrochemicals, as well
as markets and transports hydrocarbons.  The company conducts
oil and gas exploration and production operations in Argentina,
Venezuela, Peru, Ecuador, and Bolivia

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 4, 2007, Fitch Argentina Calificadora de Riesgo affirmed
these ratings assigned to Petrobras Energia:

   -- international currency: B+
   -- local currency: BB-
   -- unsecured senior debt: B+


POLYMER GROUP: S&P Affirms Corporate Credit Rating at BB-
---------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its ratings on
Polymer Group Inc., including its 'BB-' corporate credit rating.
The outlook is negative.

"If Polymer Group completes its proposed public offering of
common stock, including US$92 million of net proceeds to the
company, and it uses the proceeds to reduce debt, S&P will
revise the outlook to stable," said S&P's credit analyst Cynthia
Werneth.

The ratings on Polymer Group reflect the company's weak business
position and aggressive financial profile.  Although it has a
narrow product focus, Polymer Group is one of the top producers
of nonwoven and oriented polyolefin products.  The company has
leading positions in niche markets, good geographic sales and
manufacturing diversity, favorable long-term growth prospects in
certain end markets, and opportunities to increase sales and
earnings following several recently-completed capacity
expansions.

Polymer Group recently announced plans to sell 5,455,000 shares
of common stock, consisting of 3,636,000 shares to be sold by
the company and 1,819,000 shares to be sold by the selling
shareholders, primarily MatlinPatterson Global Advisors LLC.
Net proceeds to the company should be about US$92 million.  If
the transaction is consummated, MatlinPatterson would still own
roughly 50% of Polymer Group.  The company will use all the net
proceeds that it receives to repay outstanding debt under its
first-lien term loan.  This will reduce total debt (which S&P
adjusts to include capitalized operating leases as well as
modest off-balance-sheet receivables financing and
postretirement obligations) to about US$400 million, US$310
million of which consists of a first-lien term loan maturing in
2012.

Pro forma for the transaction, funds from operations to adjusted
total debt would strengthen to about 18% from about 15% at
Sept. 30, 2007.  This key ratio is still somewhat below S&P's
expectation of 20% at the current rating.  However, S&P believes
that incremental volume from recent capacity expansions should
lift earnings and cash flow to the appropriate level in 2008,
even if debt does not drop much further.  Total adjusted debt to
EBITDA would decline after the transaction, but remain
aggressive at 3.3.  Although S&P believes that operating cash
flow will strengthen during the next one to two years, S&P does
not expect significant additional debt reduction.

Polymer Group, Inc., -- http://www.polymergroupinc.com/-- (OTC
Bulletin Board: POLGA/POLGB) develops, manufactures and markets
engineered materials.  The company operates 22 manufacturing
facilities in 10 countries throughout the world.  The company
has manufacturing offices in Argentina, China and France, among
others.


PUENTE HNOS: Moody's Reviews B2 Rating for Possible Downgrade
-------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the B2 (on global local currency scale) and A1.ar (on
Argentina's national scale) insurance financial strength ratings
of Puente Hnos. SGR.

During the review process, Moody's will focus on the recently
issued resolution of the Undersecretary of Small and Medium Size
Businesses (SePyme) that revokes Puente SGR's authorization to
operate in the financial guaranty market and imposes the
liquidation of the company.  This resolution was prompted by a
number of regulatory irregularities and transgressions found in
Puente SGR operations.

Moody's is concerned about the possible negative impact of this
resolution on Puente SGR's reputation and the uncertainty
associated with the liquidation process, if it is to occur.

Based in Buenos Aires, Puente Hnos. SGR reported total assets of
ARS32.2 million as of the first half of 2007, ended
June 30, 2007.  Outstanding guarantees reached ARS49.6 million
and the company obtained a net profit of ARS0.4 million, more
than five times higher than in the same period of 2006.


TELECOM ARGENTINA: Incurs ARS227-Mln Net Loss in Third Quarter
--------------------------------------------------------------
Telecom Argentina S.A. posted a net loss of ARS227 million on
net revenues of ARS2.3 billion for the three months ended
Sept. 30, 2007, compared to a net loss of ARS65 million on net
revenues of BRL1.8 billion for the same period in 2006.

The Telecom Argentina Group maintained an important expansion of
its business in the nine-month period ended Sept. 30, 2007.
Consolidated revenues grew 24% vs. 9M06, totaling ARS6,515
million. Revenues generated by the Cellular and Internet & Data
Transmission businesses increased 37% and 19%, respectively.

The company's net debt (before NPV effect) declined to ARS2,516
million (- ARS1.261 million vs. September, 2006), primarily as a
result of the cash flow generated by operations.  The ratio of
Net Debt to OPBDA declined from 1.6x as of the end of 9M06, to
0.8x.

Headquartered in Buenos Aires, Telecom Argentina S.A. --
http://www.telecom.com.ar/index-flash.html-- is the fixed-line
operator for local and long-distance services in northern and
southern Argentina.  It also provides cellular and PCS phone
services in Argentina, as well as in Paraguay through a 68%
stake in Nocleo.  France Telecom formerly controlled the company
through its Nortel Inversora venture with Telecom Italia.
France Telecom sold most of its stake in 2003 to the Werthein
Group, an Argentine agricultural concern owned in part by vice
chairman Gerardo Werthein.  Nortel continues to be Telecom
Argentina's largest shareholder with a 55% stake.  Nortel is
owned by Sofora, a consortium owned by Telecom Italia (50%), the
Werthein Group (48%), and France Telecom (2%).

                        *     *     *

As reported on Oct 11, 2006, Standard & Poor's Ratings Services
raised Telecom Argentina S.A.'s counterparty credit rating to
B+/Stable/ from B/Stable following the upgrade of the Republic
of Argentina to 'B+' from 'B'.




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


INTELSAT LTD: Sept. 30 Balance Sheet Upside-Down by US$571.1 Mln
----------------------------------------------------------------
Intelsat Ltd.'s balance sheets showed total assets of
US$12,401,408, total liabilities of US$12,972,582 and
stockholders' deficit of US$571,174,000 as of
Sept. 30, 2007.

The company reported revenue of US$546.1 million and a net loss
of US$42.6 million for the three months ended Sept. 30, 2007.
The company also reported Intelsat, Ltd. EBITDA1, or earnings
before interest, taxes and depreciation and amortization, of
US$404.5 million, and Adjusted EBITDAi for Intelsat Bermudaii of
US$427.0 million, or 78% of revenue, for the three months ended
Sept. 30, 2007.

Intelsat Chief Executive Officer Dave McGlade commented, "Our
solid business performance in the third quarter reflects the
fact that the integration has been successful and that our team
is effectively executing our strategy for revenue growth.  Third
quarter 2007 revenue grew in excess of seven percent over the
prior year quarter, excluding the legacy channel service
offering and termination fees recognized in the third quarter of
2006.  This growth demonstrates Intelsat's attractive
competitive position in many of the sector's fastest-growth
markets.

"We successfully launched the Intelsat 11 satellite last month,
and the satellite has completed in-orbit testing," Mr. McGlade
continued.  "Intelsat's satellite operations team has now
shifted its focus to our final launch of 2007, the Horizons 2
satellite.  Our remaining satellite program, which includes four
replacement satellites to be launched over the next two years
and one ground spare, will deliver fresh, high-power capacity to
current orbital locations.  Intelsat's satellite program is
based on our goal of increasing the return on our asset base by
driving higher satellite utilization rates and through enhancing
the proportion of high value capacity in our network."

Update on Announced Agreement with BC Partners to Acquire
Majority Stake in Intelsat

On June 19, 2007, Intelsat Holdings, Ltd, the parent of
Intelsat, Ltd., entered into a Share Purchase Agreement with
affiliates of funds advised by BC Partners Ltd. The consummation
of the transaction is subject to customary closing conditions,
including the receipt of necessary non-U.S. approvals (all of
which we believe have been obtained), compliance with the Hart-
Scott-Rodino Antitrust Improvements Act (as to which we received
notice of early termination with no action being taken), the
receipt of approval from the Federal Communications Commission,
and "Exon-Florio" clearance from the interagency Committee on
Foreign Investment in the United States. The public comment
period with respect to our FCC application expired without
opposition or comment from third parties. We continue to expect
that we will receive all approvals required to close the
transaction during the fourth quarter of 2007 or the first
quarter of 2008.

Headquartered in Bermuda, Intelsat, is the largest fixed
satellite service operator in the world and is owned by Apollo
Management, Apax Partners, Madison Dearborn, and Permira.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 22, 2007, Moody's Investors placed the long-term debt
ratings of the Intelsat Ltd. group of companies on review for
possible downgrade.

Issuer: Intelsat (Bermuda), Ltd.

  -- Senior Unsecured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently B2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Caa1

Issuer: Intelsat Corporation

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

  -- Senior Secured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently Ba2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B2

Issuer: Intelsat Holding Corporation

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Caa1

Issuer: Intelsat Intermediate Holding Company, Ltd.

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B3

Issuer: Intelsat Subsidiary Holding Co. Ltd.

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

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B2

Issuer: Intelsat, Ltd.

  -- Probability of Default Rating, Placed on Review for
     Possible Downgrade, currently B2

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Caa1

Outlook Actions:

Issuer: Intelsat, Ltd.

  -- Outlook, Changed To Rating Under Review From Stable

As reported in the Troubled Company Reporter-Latin America on
June 22, 2007, Fitch Ratings placed these Intelsat Ltd. ratings
on Rating Watch Negative:

    -- Issuer Default Rating 'B';
    -- Senior unsecured notes 'CCC/RR6'.

Fitch also placed the ratings of Intelsat's subsidiaries on
Rating Watch Negative.

Fitch placed these ratings of Intelsat subsidiaries on Rating
Watch Negative:

Intelsat (Bermuda), Ltd.

    -- Issuer Default Rating 'B';
    -- Senior unsecured guaranteed notes 'BB-/RR2';
    -- Guaranteed Term Loan 'BB-/RR2';
    -- Senior unsecured non-guaranteed notes 'CCC+/RR6'.

Intelsat Intermediate Holding Company, Ltd. (Int Holdco)

    -- Issuer Default Rating 'B';
    -- Senior unsecured discount notes 'B-/'RR5'.

Intelsat Subsidiary Holding Company, Ltd. (Sub Holdco)

    -- Issuer Default Rating 'B';
    -- Senior secured credit facilities 'BB/RR1';
    -- Senior unsecured notes 'BB-/RR2'.

Intelsat Corporation (f/k/a PanAmSat Corporation)

    -- Issuer Default Rating (IDR) 'B';
    -- Senior secured credit facilities 'BB/RR1';
    -- Senior secured notes 'BB/RR1';
    -- Senior unsecured notes 'B/RR4'.

As reported in the Troubled Company Reporter-Latin America on
June 21, 2007, Standard & Poor's Ratings Services lowered its
ratings on Pembroke, Bermuda-based Intelsat Ltd. and affiliated
entities, including the corporate credit rating, which was
lowered to 'B+' from 'BB-'.  All ratings were immediately placed
on CreditWatch with negative implications.


SCOTTISH RE: Fitch Maintains Rating After Alt-A Realized Losses
---------------------------------------------------------------
Fitch Ratings disclosed on Nov. 8, 2007, that Scottish Re Group
Limited's corporate debt and insurer financial strength ratings
are unaffected following the company's reported realized losses
on investments of US$102 million.

In August, Fitch had performed stress tests on the 'A', 'BBB'
and below subprime holdings in SCT's portfolio and the US$95
million in losses realized in connection with impairment charges
for the subprime and Alt-A residential mortgage securities were
in line with Fitch's stress test.  Preliminary estimates of
SCT's Sept. 30, 2007 risk-based capital exceeds 375% excluding
securitizations, and exceeds 325% including securitizations.
These estimates compare to ratings expectations of greater than
250%.

Fitch estimates that Total Adjusted Capital, including and
excluding common equity in Regulation XXX securitizations, was
US$1.65 billion and US$1.23 billion respectively.  The majority
of unrealized losses on investments resides in the
securitizations.  SCT has commented that the assets in the
securitization trusts exceed the regulatory reserves by
US$830 million.

Fitch continues to watch developments for SCT's subprime and
Alt-A holdings, especially as they relate to ratings
expectations for RBC and exposure to these investments relative
to TAC.  Fitch also notes the first positive quarter in eight
for pretax operating earnings as well as the expectation that
SCT will meet or slightly exceed plan for 2007 for pretax
operating earnings and net operating earnings

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish Re
Capital Markets, Inc., a member of Scottish Re Group Ltd., is a
registered broker dealer that specializes in securitization of
life insurance assets and liabilities.

On June 30, 2007, Scottish Re reported total assets of US$13.6
billion and shareholder's equity of US$1.2 billion.


SCOTTISH RE: S&P Revises Outlook from Developing to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services has revised its outlook on
Scottish Re Group Ltd. and its operating companies to negative
from developing.

S&P also affirmed its ratings on Scottish Re, Scottish Re's
operating companies, and dependent unwrapped securitized deals
related to Scottish Re.

In addition, S&P affirmed its ratings on securitizations that
are wrapped or independent of the credit quality of Scottish Re.

"We revised the outlook to reflect the adverse developments
announced yesterday in Scottish Re's third-quarter 2007 earnings
release," said S&P's credit analyst Robert A. Hafner.  "These
developments increase uncertainty, forestall prospects for
ratings improvement, and heighten pressures that could lead to a
downgrade."  Scottish Re's very high exposure to subprime
(US$1.9 billion) and Alt-A (US$1.1 billion) mortgage securities
and persistent market value decline hurt the quality of its
capitalization.  Although these securities are heavily skewed to
very highly rated tranches, on a percentage basis, this is one
of the highest concentrations among rated firms.

The ratings reflect Scottish Re's strong number-three position
in United States life reinsurance in-force market; the capital
infusion by MassMutual Capital Partners LLC and Cerberus Capital
Management L.P. in the second quarter of 2007, which helped
improve the stability of liquidity and capital; and the positive
effect of consolidation in the life reinsurance sector.

The company has begun to address the issues of weak enterprise
risk management as it improves its inadequate operational
processes, which led to earnings surprises over the past several
quarters. Corporate governance will benefit from a renewed focus
from a new board of seasoned executives under a new structure,
which should provide a strong oversight role.  The open
executive management positions appear close to being filled,
which will enhance leadership.

Scottish Re is also demonstrating modest progress in operating
fundamentals and reported positive pretax operating income
(US$1.6 million) for the third-quarter for the first time in
several periods.  Scottish Re also won three new treaties--one
each in the United Kingdom, Asia, and North America--and it did
not report any treaty recaptures.  In September 2007, Scottish
Re closed the Clearwater Re Triple-X financing transaction that
eliminates the potential for a collateral call from previous
financing.

S&P will likely lower the ratings if earnings volatility remains
high, the subprime and Alt-A market value declines gain
permanence and replacement capital is not secured, revenue
growth is poor, or management is unable to refocus the company
on consistent, profitable growth.  S&P could revise the outlook
back to stable if financial management continues to improve but
sales and earnings are stagnant.  The outlook could be revised
to positive if the depressed subprime and Alt-A valuations prove
temporary and operational issues are resolved such that earnings
volatility decreases, new sales grow, and the new management
team is able to provide leadership to the company and thereby
recover from the events of the past several quarters.

                    About Scottish Re Group

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish Re
Capital Markets, Inc., a member of Scottish Re Group Ltd., is a
registered broker dealer that specializes in securitization of
life insurance assets and liabilities.

On June 30, 2007, Scottish Re reported total assets of US$13.6
billion and shareholder's equity of US$1.2 billion.




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


INT'L PAPER: Reports US$217MM Net Earnings in Third Quarter 2007
----------------------------------------------------------------
International Paper has reported preliminary third-quarter 2007
net earnings of US$217 million (US$0.51 per share) compared with
net earnings of US$190 million (US$0.44 per share) in the 2007
second quarter and US$224 million (US$0.46 per share) in the
third quarter of 2006.  Amounts in all periods include special
items, most notably a gain of US$185 million (US$0.38 per share)
in the third quarter of 2006 from sales of U.S. forestlands
included in the transformation plan.

Earnings from continuing operations and before special items in
the third quarter of 2007 were US$243 million (US$0.57 per
share), compared with US$223 million (US$0.52 per share) in the
second quarter and US$216 million (US$0.45 per share) in the
third quarter of 2006.

Quarterly net sales were US$5.5 billion, up slightly from US$5.3
billion in the second quarter and US$5.4 billion in the third
quarter of 2006.

Industry segment operating profits rose to US$610 million for
the 2007 third quarter versus US$572 million in the prior
quarter and US$686 million in the third quarter of 2006.  The
quarter-to-quarter increase reflects fewer planned maintenance
outages as well as improved price realizations in North America,
Europe and Brazil, offset somewhat by higher input costs.

"We had a solid third quarter," said International Paper
Chairman and Chief Executive Officer John Faraci.  "We continue
to improve paper and packaging business earnings and expand
margins, and we continue to improve earnings capacity from non-
U.S. operations.  Volumes were flat quarter-to- quarter, but we
saw overall price improvement, which more than offset some
increases in raw material and distribution costs."

Commenting on the fourth quarter of 2007, Mr. Faraci said, "We
expect slightly higher earnings from continuing operations.
Volumes will slow seasonally in most segments.  We expect modest
overall improvement in pricing with the realization of
previously announced price increases.  Costs for wood, energy
and transportation will continue to increase, and other costs
will remain high."

                    Segment Information

Third-quarter 2007 segment operating profits and business trends
compared with the previous quarter are as:

-- Operating profits for Printing Papers reached US$307 million,
   up from second-quarter operating profits of US$249 million,
   propelled by a 45 percent increase in United States uncoated
   papers, largely because of continuing price improvement and
   lower planned maintenance spending, as well as volume, price
   and mix improvements in Brazilian papers.  Pulp earnings were
   about flat, and European papers profits declined slightly,
   largely resulting from increased planned maintenance
   spending.

-- Industrial Packaging operating profits were US$115 million,
   down from US$139 million in the prior quarter.  The Pensacola
   linerboard machine start-up and one-time restructuring costs
   contributed to the decline, along with seasonal slowdown in
   European container, lower U.S. box volumes and higher
   converting costs.  Results were favorably impacted by fewer
   planned maintenance outages in the quarter.

-- Consumer Packaging operating profits were about flat at US$49
   million compared with US$48 million in the second quarter.
   The U.S. coated paperboard business experienced strong
   volumes, price and operations, and reduced planned
   maintenance spending, somewhat offset by higher input costs.
   Foodservice business profits declined slightly from
   seasonally strong second-quarter performance, and Shorewood
   Packaging results were flat.

-- The company's distribution business, xpedx, again reported
   strong quarterly sales and earnings, with operating profits
   of US$40 million, a 4 percent increase from prior-quarter
   results of US$38 million and a 16 percent increase year over
   year.  Volumes and margins increased, in part because of the
   addition of Central Lewmar to xpedx near the end of the
   quarter.

-- Forest Products operating profits were US$99 million, even
   with second-quarter operating profits of US$98 million.
   While land sales are difficult to forecast within a quarter,
   the company expects full-year 2007 earnings from land sales
   of approximately US$450 million.  The company's objective in
   selling its remaining 390,000 acres of forestland is to
   obtain maximum value for shareowners.

Net corporate expense totaled US$188 million for the quarter,
compared with US$179 million in the second quarter and US$221
million in the 2006 third quarter.  The increase compared with
the 2007-second quarter reflects small increases in various
expense categories.  The decrease from the 2006 third quarter
primarily reflects benefits from lower pension expenses.

                     Effective Tax Rate

The effective tax rate from continuing operations and before
special items for the third quarter of 2007 was 29 percent, even
with the second quarter, and up slightly from 28 percent in the
third quarter of 2006.

                   Effects of Special Items

Special items in the third quarter of 2007 included
restructuring and other charges totaling US$42 million before
taxes (US$26 million after taxes), including US$37 million of
pre-tax charges (US$23 million after taxes) related to the
closure of the company's Terre Haute, Indiana, mill.
Additionally, net pre- tax gains of US$8 million (US$6 million
after taxes) were recorded, principally to reduce estimated
transaction costs accrued in connection with the transformation
plan forestland sales in 2006, and a US$3 million increase to
the income tax provision was recorded related to the settlement
of a prior-year tax audit.

Special items in the second quarter of 2007 consisted of a US$26
million pre-tax charge (US$16 million after taxes) for
organizational restructuring programs associated with the
company's transformation plan, including US$17 million (US$11
million after taxes) of accelerated depreciation expense for
long-lived assets being removed from service, and a pre-tax gain
of US$1 million (a loss of US$7 million after taxes) for
adjustments to estimated losses on sales of businesses
previously sold.

Special items in the third quarter of 2006 included
restructuring and other charges totaling US$92 million before
taxes (US$56 million after taxes), including costs associated
with the company's transformation plan and charges for
adjustments to legal reserves; pre-tax credits of US$304 million
(US$185 million after taxes) from sales of U.S. forestlands; and
net pre-tax gains on sales and impairments of businesses
totaling US$74 million (US$44 million after taxes), including a
US$110 million pre-tax gain (US$68 million after taxes) related
to a previous forestland sale in Maine and a US$38 million pre-
tax charge (US$23 million after taxes) upon the completion of
the sale of the company's U.S. coated and supercalendered papers
business.

                  Discontinued Operations

The company completed the sale of the remainder of its beverage
packaging business in the third quarter of 2007.

Discontinued operations for the second quarter of 2007 included
pre-tax charges of US$6 million (US$4 million after taxes) and
US$5 million (US$3 million after taxes) relating to adjustments
to estimated losses on the sales of its wood products and
beverage packaging businesses, respectively.

Discontinued operations for the third quarter of 2006 included a
pre-tax credit of US$101 million (US$80 million after taxes) for
the gain on the sale of the Brazilian coated papers business,
pre-tax losses of US$115 million and US$165 million (US$82
million and US$165 million after taxes) to adjust the carrying
values of the beverage packaging and wood products businesses to
their estimated fair values, a net US$12 million pre-tax gain
(US$3 million after taxes) related to other smaller items, and
the operating results of these businesses and the kraft papers
business for the quarter.

                  About International Paper

Based in Stamford, Connecticut, International Paper Co. (NYSE:
IP) -- http://www.internationalpaper.com/-- is in the forest
products industry for more than 100 years.  The company is
currently transforming its operations to focus on its global
uncoated papers and packaging businesses, which operate and
serve customers in the U.S., Europe, South America and Asia.
Its South American operations include, among others, facilities
in Argentina, Brazil, Bolivia, and Venezuela.  These businesses
are complemented by an extensive North American merchant
distribution system.  International Paper is committed to
environmental, economic and social sustainability, and has a
long-standing policy of using no wood from endangered forests.

                        *     *     *

International Paper Co. carries Moody's Investors Service's Ba1
senior subordinate rating and Ba2 Preferred Stock rating.

In December 2005, Moody's Investors Service placed International
Paper Co.'s senior subordinate rating at 'Ba1'.  Moody's
assigned a stable outlook on the rating.




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


BANCO NACIONAL: Board Grants BRL94.9-Mil. Loan to Grupo Ferrari
---------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social's directors
have approved a BRL94.9-million financing to Grupo Ferrari, in
Pirassununga.  Out of this total, BRL69.3 million will be
released to Ferrari Termoeletrica S/A and BRL25.6 million to
Ferrari Agroindustria S/A.  Total investments add up to BRL143.4
million, of which BNDES will participate with 66.2%, and will
generate 3.1 thousand jobs, between direct and indirect, during
the works.

This is a mixed operation, that is, part of the funds (45.26%)
to be financed by BNDES and another part (20.92%) repassed by
Unibanco and Ita£.

The funds shall be destined to the construction of a 41
megawatts installed capacity thermoelectric plant, using crushed
sugar-cane, and expansion of the 1.2 million tons/year sugar-
cane crushing capacity to 1.8 million tons/year, with Ferrari
Agroind£stria sugar and alcohol increased production.  The
crushing capacity will increase from 290 tons of sugar cane per
hour (tc/h) to 417 tc/h.  Both projects will be concluded in the
second semester of 2009.

The investments in co-generation, which are part of Programa de
Acelera‡ao do Crescimento [Growth Acceleration Program] (PAC),
are in line with the crushing capacity increase, so as to
generate 41MW, of which, 25 MW are in excess.  16 MW of these
were already traded through long-term contracts, starting to be
delivered in 2011, while the remainder is still available for
commercialization within the Regulated Environment.

Ferrari Termoeletrica is a Specific Purpose Society incorporated
in January 2007 with an aim at generating steam and electric
power from burning crushed sugar cane.  Ferrari Agroind£stria,
also incorporated that year, has as its purpose the production
of sugar cane and rendering of agricultural services.  Both are
part of Grupo Ferrari, which history started in the 50s.

BNDES support to Ferrari Termoel‚trica will allow higher
efficiency gain, with better energetic use of crushed sugar cane
for steam generation.  Electric power generation with the use of
renewable and less polluting resources in replacement of the
burning of fossil fuels will contribute for the reduction of CO2
emissions and diversification of the Brazilian energetic matrix.
In addition, during the works for plant installation, 750 direct
and indirect jobs will be created.

The financing to Ferrari Agroind£stria will contribute for the
creation of 600 new direct working posts and 1.8 thousand
indirect ones, besides increasing farming mechanization in the
sugar-cane farming.  The region is well located from an
exporting logistical point of view, 350 kilometers far from the
Port of Santos (sugar flow) and 100 kilometers from Paul¡nia
(alcohol flow).

The implementation of the projects will enable to improve the
energetic use of the plant, since the company opted for
replacing its current equipment by more energetically efficient
ones.  Currently, the plant has a production capacity of 14 kWh
of electric power per ton of crushed sugar cane and with the
investments foreseen; this efficiency will be 95 kWh.

Grupo Ferrari operates in the sugar, alcohol and electric power
production sectors and develops the activity of its own sugar-
cane production in 11 mil hectares.  Nowadays, the electric
power produced is consumed exclusively by Ferrari and the
generating equipment has already reached its maximum capacity.

With regards to investments in the industry, the group has been
expanding its crushing and sugar production capacity with
investments of BRL19 million, in the last five years, in
equipment and industrial facilities.  The
agricultural/industrial expansion project combined with the
electric power co-generation one is aligned to the strategic
option to consolidate the production unit in Pirassununga.

                         About BNDES

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

                        *     *     *

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: Defines Loan Conditions for Sto. Antonio Plant
--------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social has defined
the financial support conditions for implementation of the
hydroelectric power plant Santo Antonio, located in the river
Madeira, State of Rond“nia, with installed capacity of 3,150.4
MW.  This is the largest electric power generation project under
Programa de Aceleracao do Crescimento [Growth Acceleration
Program].  The auction is set for Dec. 10.

According to the rules approved by the Bank's directors, half
the financing will be granted by BNDES directly and the other
half through accredited financial institutions, chosen by the
winning consortium.  BNDES financing will be limited to 75% of
the total investment.  BNDESPAR, the Bank's participation arm,
may participate with around 10% to 20% of the shareholding
capital of the company to be incorporated for construction of
the power plant.

BNDES financial support may be granted upon a project finance
operation.

                    Financial conditions

For the direct portion, the financing cost will be 100% at TJLP,
while BNDES basic remuneration will be 0.5% per year, added of a
credit risk rate which may vary from 0.46% per year up to 2.54%
per year, depending on the project risk classification (rating).

For the indirect modality, the conditions are also 100% at TJLP,
BNDES basic remuneration of 0.5% per year, plus financial
intermediation rate of 0.8% per year.  The remuneration of the
accredited financial institution will be negotiated between the
entrepreneurs and the repassing banks.

The total financing term may reach up to 25 years from project
contracting.  The amortization period is up to 20 years, with a
six-month grace period after the date foreseen for commercial
start of each set of turbines.  The quantity of turbines in each
set will be defined during the financing analysis.

According to the Edict of Auction number 95/2007 by the National
Electric Energy Agency, published last October 31, and to ensure
good corporate governance parameters, the company to be
incorporated for the construction of Santo Antonio Hydroelectric
power plant should carry out a public offering of shares in
Bovespa's Novo Mercado.  The deadline for officialization of the
offering will be defined later on.

                         Guarantees

For this project, BNDES is offering the possibility of using a
wide range of guarantees, to be defined upon negotiation with
the auction winner.  Among the possibilities offered are pledged
of shares, pledge of credit rights, reserves for payment means,
banking guarantee, etc.

The debt service coverage ratio should be, during the whole
financing amortization period, of a minimum 1.3. In case the
project internal return rate is equal to or higher than 8% per
year in actual terms, the ICSD shall be a minimum of 1.2.  The
ICSD measures the ratio between project cash flow and debt
service (amortization and interest) plus operation and
maintenance of the power plant.

All the conditions defined by BNDES contribute for project
tariff inexpensiveness, a concept under which the winner of the
auction will be the one who offers lower tariffs.

The construction of the Santo Antonio power plant is a priority
project for the Federal Government and will contribute to
increase the offering of electric power, a fundamental condition
for sustainable growth of the economy.  The socio-environmental
impacts will be minimized, since the flooded area will be lower,
in relative terms (flooded km2/MW generated ratio) than that of
a PCH (Small Hydroelectric Plant).

                        About BNDES

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

                        *     *     *

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: Mulling Six Highway Stretches for Auction
---------------------------------------------------------
Published reports in Brazil say that Banco Nacional de
Desenvolvimento Economico e Social will study six highway
stretches for possible auction.

According to the press, the highways could be auctioned under a
concessions scheme or as public-private partnerships.

Business News Americas relates that these stretches will be
analyzed for auction:

          -- two on federal highway BR-040 that will link Minas
             Gerais state capital Belo Horizonte to Brasilia;

          -- BR-116 from the Bahia-Minas border to Minas city
             Itanhomi;

          -- BR-116 from Itanhomi to Alem Paraba in Rio de
             Janeiro;

          -- BR-040 from Juiz de Fora to Belo Horizonte; and

          -- BR-381 connecting Minas Gerais cities Belo
             Horizonte to Governador Valadares.

Banco Nacional will audit the studies developed on the proposed
construction of a bullet train to connect Sao Paulo and Rio de
Janeiro, BNamericas states.

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

                        *     *     *

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.


BLOUNT INT'L: Reports US$22.6MM Third Quarter Operating Income
--------------------------------------------------------------
Blount International, Inc. has announced financial results for
the third quarter ended Sept. 30, 2007.

Sales for the company for the third quarter increased to
US$166.9 million or 1.7% from last year's third quarter.  Sales
for the company's Outdoor Products segment increased by 9.5%
from last year's third quarter to more than offset a 14.7%
decline in the Industrial and Power Equipment Segment.

Operating income was US$22.6 million in this year's third
quarter compared to US$18.7 million last year.  Last year's
third quarter operating income included non-recurring charges of
US$4.8 million related to the redesign of the company's
retirement plans and the closure of a manufacturing facility.
Income from continuing operations in this year's third quarter
was US$9.4 million (US$0.20 per diluted share), compared to
US$10.1 million (US$0.21 per diluted share) in the comparable
period last year.  This year's income from continuing operations
includes income tax expense of US$5.7 million compared to an
income tax benefit of US$0.6 million last year, when the company
recognized the impact of certain tax planning strategies.

Blount International Chairperson and Chief Executive Officer
James S. Osterman stated, "Third quarter sales for our Outdoor
Products segment increased solidly from last year as we
experienced strong growth in key international markets.  This
top line growth resulted in a slight improvement to segment
contribution despite continued margin pressure caused by a
further strengthening of the Canadian and Brazilian currencies.
We ended the third quarter with a good order backlog in the
Outdoor Products segment and expect to continue to experience
year over year sales growth through the fourth quarter."

Mr. Osterman added, "Yesterday, we announced the sale of the
company's Forestry Division.  Proceeds from this sale were
utilized to reduce outstanding debt and related financial
leverage.  This sale will significantly reduce the company's
exposure to the cyclicality of North American timber markets in
the future and allow for consistent investment for the growth of
our Outdoor Products segment."

                      Segment Results

The Outdoor Products segment reported third quarter sales of
US$122.1 million, a 9.5% increase from US$111.5 million in last
year's third quarter.  International sales increased by 14% from
the third quarter of last year.  Segment contribution to
operating income increased to US$23.7 million from US$23.5
million in last year's third quarter.  Segment contribution was
adversely impacted by approximately US$0.6 million from the
movement in foreign currency exchange rates as compared to last
year's third quarter.  Segment backlog was US$67.6 million at
the end of the third quarter compared to US$64.8 million in last
year's third quarter and US$71.8 million at the end of this
year's second quarter.

The Industrial and Power Equipment segment's third quarter sales
were US$45.0 million, compared to US$52.7 million last year, a
14.7% decline.  Segment contribution to operating income was
US$2.8 million compared to US$3.9 million in last year's third
quarter.  Demand for North American timber-harvesting equipment
continued to be weak in the third quarter of this year, and was
the primary reason for the decline in segment sales and
profitability.  Included in segment results for the nine month
period ended Sept. 30, were US$99.8 million in sales and US$3.8
million in contribution to operating income from the company's
Forestry Division.

                     Financial Outlook

Beginning with the fourth quarter, the company will be
classifying the historical results of the Forestry Division as a
discontinued operation.  Accordingly, Blount is revising its
full-year financial outlook to include only outlook for
continuing operations.  Full year sales are estimated to be
between US$510 million and US$515 million and operating income
is estimated to be between US$78 million and US$80 million.
Additionally, the company estimates that it will record net
income of between US$10 million and US$12 million (US$0.21 and
US$0.25 per diluted share) from the gain on the sale of the
Forestry Division.  For the year, the company's effective income
tax rate for continuing operations is anticipated to be between
34% and 36%.

Additionally, the company announced that it sold its Forestry
Division on Nov. 5, 2007, and will use the proceeds from the
sale to reduce debt in the fourth quarter.

As reported in the Troubled Company Reporter-Latin America on
Nov. 7, 2007, Blount International closed the sale of its
Forestry Division to Caterpillar Forest Products Inc., a wholly
owned subsidiary of Caterpillar Inc.  Blount International
received consideration of US$77.3 million for the sale.
Proceeds received upon completion of the transaction are subject
to certain post-closing adjustments and will be utilized to
reduce debt and pay applicable taxes and transaction fees.

The company will recognize a gain on the sale from this
transaction in the fourth quarter of this year.

Blount International Inc. (NYSE: BLT) -- http://www.blount.com/
-- is a diversified international company operating in two
principal business segments: Outdoor Products and Industrial and
Power Equipment.

Blount manufactures its products in the United States, Canada,
China, and Brazil, and sells them in more than 100 countries.

Blount International Inc. (NYSE: BLT) -- http://www.blount.com/
-- is a diversified international company operating in two
principal business segments: Outdoor Products and Industrial and
Power Equipment.

Blount manufactures its products in the United States, Canada,
China, and Brazil, and sells them in more than 100 countries.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 1, 2007, Blount International Inc.'s balance sheet at
March 31, 2007, showed US$447.6 million in total assets and
US$545.9 million in total liabilities, resulting in a US$98.4
million total stockholders' deficit.


BRASKEM SA: 2007 Net Income Rises to BRL541 Mln in Nine Months
--------------------------------------------------------------
Braskem S.A. reported consolidated net income was BRL541 million
in nine-month period of 2007, an increase of 1,331% from the net
income of BRL38 million posted in nine-month period of 2006.

The company's consolidated net revenue was BRL14.0 billion in
the period from January to September 2007, an increase of 10% in
relation to the net revenue of BRL12.7 billion in nine-month
period of 2006.

For the third quarter of 2007, Braskem registered a record
thermoplastic resins production volume of 714,000 tons.
Domestic sales volume for resins in third quarter of 2007 also
reached its peak.  This volume was 551,000 tons, a 5% increase
when compared to third quarter of 2006.

General and administrative expenses were R$169 million,
declining BRL37 million or 18% from the level of these expenses
in second quarter of 2007, already reflecting the effort to cut
fixed costs initiated by Braskem that was announced to the
market in 2Q07.

Braskem (BOVESPA: BRKM5; NYSE: BAK; LATIBEX: XBRK) --
http://www.braskem.com.br/-- is a thermoplastic resins producer
in Latin American, and is among the three largest Brazilian-
owned private industrial companies.  The company operates 13
manufacturing plants located throughout Brazil, and has an
annual production capacity of 5.8 million tons of resins and
other petrochemical products.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 26, 2007, Fitch Ratings has affirmed its BB+ ratings on
Braskem S.A. and Braskem International following the
announcement by Braskem, Petrobras and the Ultra Group that they
have reached an agreement to acquire the Ipiranga Group's
petrochemical, refining and fuel distribution assets.

Fitch also affirmed these ratings:

Braskem S.A.

   -- Foreign currency issuer default rating at 'BB+';
   -- Local currency issuer default rating at 'BB+';;
   -- Senior unsecured notes 2008, 2014 at 'BB+';
   -- Senior unsecured Perpetual Bonds at 'BB+';
   -- Senior unsecured notes 2017 at 'BB+';
   -- National rating at 'AA (bra)';
   -- Debentures 12th Issuance at 'AA (bra)'; and
   -- Debentures 13th Issuance at 'AA (bra)'.

Braskem International

   -- Senior unsecured notes 2015 at 'BB+'.


BRISTOW GROUP: Prices US$50 Mil. Offering of 7-1/2% Senior Notes
----------------------------------------------------------------
Bristow Group Inc. has priced its private offering of US$50
million of senior notes due 2017.  The notes priced at 101.25,
plus accrued interest from Sept. 15, 2007, and will carry an
interest rate of 7-1/2%.

The notes offered and Bristow's existing US$300 million in
principal amount of 7-1/2% senior notes due 2017 will have
identical terms and will be treated as a single class of
securities under the same indenture.

Bristow intends to use the net proceeds from the offering to
fund additional aircraft purchases under commitments and options
and for general corporate purposes.  Interest is payable on
March 15 and September 15 of each year, beginning
March 15, 2008.

The closing of the senior notes offering is expected to occur on
Nov. 13, 2007, and is subject to the satisfaction of customary
closing conditions.

                   About Bristow Group Inc.

Headquartered in Houston, Texas, Bristow Group Inc. (NYSE:BRS)
-- http://www.bristowgroup.com/-- fka Offshore Logistics Inc.,
provides helicopter transportation services to the worldwide
offshore oil and gas industry with operations in the United
States Gulf of Mexico and the North Sea.  The company also has
operations, both directly and indirectly, in offshore oil and
gas producing regions of the world, including Australia, Brazil,
China, Mexico, Nigeria, Russia and Trinidad.  The company also
provides production management services for oil and gas
production facilities in the United States Gulf of Mexico.

                        *     *     *

Standard & Poor's Ratings Services placed Bristow Group Inc.'s
long term corporate family and senior unsecured debt ratings at
'Ba2' in January 2006.  The ratings still hold to date with a
negative outlook.


DELPHI CORP: Disclosure Statement Hearing Continued to Nov. 29
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has agreed to continue until Nov. 29 a hearing previously
scheduled for Nov. 8 to consider potential amendments to Delphi
Corp. and its debtor-affiliates' Joint Plan of Reorganization
and related Disclosure Statement as well as an amendment to the
company's Investment Agreement.

As reported in the Troubled Company Reporter on Nov. 6, 2007,
Delphi Corp. asked the Court to adjourn until later this month a
hearing currently scheduled for Nov. 8.  The purpose of the
adjournment is to continue discussions with Delphi's Statutory
Committees, both of which filed objections on Nov. 2 to the
Disclosure Statement and Investment Agreement amendment approval
motions, and other stakeholders, some of which also filed
objections.

Consistent with the company's expectations previously disclosed,
the conditions to the effectiveness of the Investment Agreement
amendment reported on Oct. 30 were not satisfied prior to the
Nov. 8 scheduled hearing.  As a result, Delphi's Plan Investors
are no longer obligated to execute the Oct. 30 amendment,
although the underlying Investment Agreement remains effective
in accordance with its terms as approved by the Bankruptcy Court
in August 2007.  The adjournment, which was approved by the
Bankruptcy Court on Nov. 7, will permit the company to continue
discussions with its principal stakeholders, including Delphi's
Statutory Committees, Plan Investors and General Motors Corp.

In order to proceed with the Nov. 29 hearings, the Bankruptcy
Court's supplemental scheduling order requires Delphi to use
commercially reasonable efforts to file additional potential
amendments to the Company's Disclosure Statement, Plan of
Reorganization, Investment Agreement with the Plan Investors and
Global Settlement Agreement with GM by Nov. 16.

Delphi continues to expect that it will emerge from chapter 11
during the first quarter of 2008.

                     About Delphi Corp.

Headquartered in Troy, Michigan, 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, Issue No. 95; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


FORD MOTOR: Reaches Tentative Labor Agreement with UAW
------------------------------------------------------
Ford Motor Co. and the United Auto Workers union have reached a
tentative agreement on a four-year national labor contract
covering approximately 54,000 represented employees in the
United States.

"I'd like to take this opportunity to thank UAW President Ron
Gettelfinger, UAW Vice President Bob King and the entire UAW
national bargaining committee for all of their hard work and
professionalism over the past several months," said Joe Laymon,
group vice president, Human Resources and Labor Affairs of Ford
Motor Company.  "I would also like to thank the Ford bargaining
team for its skill and dedication during this complex and
challenging set of negotiations."

The agreement is subject to ratification by UAW members.  It
includes a memorandum of understanding to establish an
independent retiree health care trust.  Following ratification,
implementation of the memorandum of understanding is subject to
approval by the courts and satisfactory review of accounting
treatment with the Securities and Exchange Commission.

Mr. Laymond added  "Though we will not discuss the specifics of
the tentative agreement until after it becomes final, we believe
it is fair to our employees and retirees, and paves the way for
Ford to increase its competitiveness in the United States".

                      About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F)
-- http://www.ford.com/-- manufactures or distributes
automobiles in 200 markets across six continents.  With about
260,000 employees and about 100 plants worldwide, the company's
core and affiliated automotive brands include Ford, Jaguar, Land
Rover, Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The
company provides financial services through Ford Motor Credit
Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                        *     *     *

As reported in the Troubled Company Reporter on July 30, 2007,
Moody's Investors Service said that the performance of Ford
Motor Company's global automotive operations for the second
quarter of 2007 was significantly stronger than the previous
year and better than street expectations.

However, Moody's explained that the company continues to face
significant competitive and financial challenges, and the rating
agency expects that Ford's credit metrics and rate of cash
consumption will likely remain consistent with no higher than a
B3 corporate family rating level into 2008.

According to the rating agency, Ford's corporate family rating
is currently a B3 with a negative outlook.  The rating is
pressured by the shift in consumer preference from high margin
trucks and SUVs, and by the need for a new 2007 UAW contract
that provides meaningful relief from high health care costs and
burdensome work rules, Moody's relates.

In June 2007, S&P raised the Issue Rating on Ford's senior
secured credit facilities to B+ from B.


FORD MOTOR: S&P Expects To Affirm B Rating Due to Narrower Loss
---------------------------------------------------------------
Standard & Poor's Ratings Services'  'B' long-term corporate
credit rating on Ford Motor Co. and Ford Motor Credit Co.
remains on CreditWatch with positive implications following
Ford's report of a narrower third-quarter loss compared to that
of a year ago.  S&P currently expects to resolve the CreditWatch
around mid-November.  The most likely outcome is an affirmation
of the 'B' rating, with an outlook to be determined.

The ratings were placed on CreditWatch Sept. 26, 2007, based on
S&P's belief that Ford would achieve a deal similar to the
tentative new labor contract General Motors Corp. (GM;
B/Stable/B-3) reached with its main labor union, the United Auto
Workers (UAW), which addresses onerous retiree health care
obligations that S&P views as debt-like in nature.  As expected,
Ford and the UAW subsequently reached their own four-year
agreement, and the UAW membership will vote on that contract
soon.  S&P views the new contract as favorable to Ford compared
with past agreements, and S&P believes the contract will support
the company's turnaround plan in North America.  Still, S&P
remains concerned about the economic outlook for 2008, even as
the company is making progress on its turnaround plan.  Much of
the labor contract's health care savings will not begin to
accrue to Ford until 2010, and this is a key factor in S&P's
review.

Ford's third-quarter earnings demonstrated improvement over 2006
earnings, although Ford Motor Credit Co.'s profit declined.
Ford's consolidated third-quarter loss from continuing
operations, excluding special items, was US$24 million, compared
with a loss of US$850 million in 2006.  The pretax automotive
loss in the third-quarter was US$362 million, a sharp
improvement from the pretax loss of US$1.9 billion during the
quarter in 2006, driven by higher net pricing, lower costs, and
improved volume and mix.  These factors more than offset higher
interest expense and unfavorable foreign exchange rates.  In the
key North American operation, Ford reported a pretax loss of
US$1 billion compared with a loss of US$2.1 billion in 2006.
The same factors accounted for the decline in the loss.

For now, Ford remains in a net cash position at the parent, with
automotive cash (including cash, equivalents, loaned securities,
and short-term VEBA assets) of US$35.6 billion at
Sept. 30, 2007, an increase of  US$1.7 billion from year-end
2006 due to asset sales that more than offset ongoing cash use
from operations.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F)
-- http://www.ford.com/-- manufactures or distributes
automobiles in 200 markets across six continents.  With about
260,000 employees and about 100 plants worldwide, the company's
core and affiliated automotive brands include Ford, Jaguar, Land
Rover, Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The
company provides financial services through Ford Motor Credit
Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.


GERDAU AMERISTEEL: Prices Offering of 110 Million Common Shares
---------------------------------------------------------------
Gerdau Ameristeel Corporation has announced that its
registration statement has become effective under the U.S.
Securities Act of 1933 and that it has obtained a receipt for a
final prospectus from the securities regulatory authorities in
each of the provinces and territories of Canada in connection
with a proposed offering of 110 million of its common shares.

Gerdau S.A. currently owns approximately 66.5% of the
outstanding common shares of Gerdau Ameristeel, and has agreed
to purchase approximately 73 million of the common shares from
Gerdau Ameristeel in the proposed offering.  Immediately
following closing of the offering, Gerdau S.A. will hold
approximately 66.5% or 276.4 million common shares of Gerdau
Ameristeel and intends to hold these common shares for
investment purposes only.  Approximately 37 million common
shares will be distributed to the public through an underwriting
syndicate described below.  The common shares are being sold in
the United States and Canada at a price of US$12.25 per share.
The total gross proceeds will be approximately US$1.35 billion.

Gerdau Ameristeel has granted the underwriters an option to
purchase up to an additional 5,535,750 common shares at the
public offering price, less underwriting commission, within 30
days following the closing date.  Gerdau S.A. has agreed to
purchase, within two days after the exercise of the
overallotment option, a number of additional common shares to
maintain its approximate 66.5% ownership interest, at the public
offering price.  If the overallotment option is exercised in
full, total gross proceeds of the offering will be approximately
US$1.55 billion.

The net proceeds of the offering will be used to partially repay
the loans incurred by Gerdau Ameristeel for its previously
announced acquisition of Chaparral Steel Company, which closed
on Sept. 14, 2007.

J.P. Morgan Securities Inc., CIBC World Markets Corp., ABN AMRO
Rothschild LLC and HSBC Securities (USA) Inc. are acting as
joint book-running managers and Banc of America Securities LLC
and BMO Capital Markets are acting as co-managers of the
offering.

For more information on the offering or to obtain a copy of the
supplemented prospectus relating to the offering, contact
JPMorgan at National Statement Processing, Prospectus Library, 4
Chase Metrotech Center, CS Level, Brooklyn, NY 11245, telephone:
718-242-8002 or CIBC World Markets Corp., Attn: USE Prospectus
Department, 425 Lexington Avenue, 5th Floor, New York, NY 10017,
toll free: 866-895-5637; or via email to
useprospectus@us.cibc.com.

                   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.


MAGNA INT'L: Third Quarter Operating Income Up to US$267 Million
----------------------------------------------------------------
Magna International Inc. has reported financial results for the
third quarter and nine months ended Sept. 30, 2007.

              Three Months Ended Sept. 30, 2007

Lear Corp. posted sales of US$6.1 billion for the third quarter
ended Sept. 30, 2007, an increase of 12% over the third quarter
of 2006.  This higher sales level was achieved as a result of
increases in the North American, European and Rest of World
production sales offset in part by reductions in complete
vehicle assembly sales and tooling, engineering and other sales.

During the third quarter of 2007, the North American and
European average dollar content per vehicle increased 14% and
22%, respectively, over the third quarter of 2006.  In addition,
North American vehicle production increased 3% while European
vehicle production increased 5%, each compared to the third
quarter of 2006.

Complete vehicle assembly sales decreased 16% to US$859 million
for the third quarter of 2007 compared to US$1.017 billion for
the third quarter of 2006, while complete vehicle assembly
volumes declined 25% compared to the third quarter of 2006.

The operating income was US$267 million for the third quarter
ended Sept. 30, 2007 compared to US$155 million for the third
quarter ended Sept. 30, 2006, and the company earned net income
for the third quarter of 2007 of US$155 million compared to
US$94 million for the third quarter of 2006.

Diluted earnings per share were US$1.38 for the third quarter
ended Sept. 30, 2007 compared to US$0.86 for the third quarter
ended Sept. 30, 2006.

During the third quarter ended Sept. 30, 2007, Lear generated
cash from operations before changes in non-cash operating assets
and liabilities of US$300 million, and invested US$83 million in
non-cash operating assets and liabilities.  Total investment
activities for the third quarter of 2007 were US$319 million,
including US$174 million in fixed asset additions and a US$145
million increase in investments and other assets.

              Nine Months Ended Sept. 30, 2007

Lear Corp. posted sales of US$19.2 billion for the nine months
ended Sept. 30, 2007, an increase of 8% over the nine months
ended Sept. 30, 2006.  This higher sales level was achieved as a
result of increases in the North American, European and Rest of
World production sales offset in part by reductions in complete
vehicle assembly sales and tooling, engineering and other sales.

During the nine months ended Sept. 30, 2007, North American and
European average dollar content per vehicle increased 10% and
18%, respectively, each over the comparable nine-month period in
2006.  During the nine months ended Sept. 30, 2007, North
American vehicle production declined 2% while European vehicle
production increased 4%, each in comparison to the nine months
ended Sept. 30, 2006.

Complete vehicle assembly sales decreased 3% to US$3.027 billion
for the nine months ended Sept. 30, 2007, compared to US$3.132
billion for the nine months ended Sept. 30, 2006, while complete
vehicle assembly volumes declined 14% compared to the first nine
months of 2006.

The operating income was US$949 million for the nine months
ended Sept. 30, 2007 compared to US$750 million for the nine
months ended Sept. 30, 2006, and the company earned net income
of US$635 million for the first nine months of 2007 compared to
US$499 million for the first nine months of 2006.

Diluted earnings per share were US$5.69 for the nine months
ended Sept. 30, 2007, compared to US$4.52 for the nine months
ended Sept. 30, 2006.

During the nine months ended Sept. 30, 2007, Lear generated cash
from operations before changes in non-cash operating assets and
liabilities of US$1.258 billion, and invested US$494 million in
non-cash operating assets and liabilities.  Total investment
activities for the first nine months of 2007 were US$657
million, including US$436 million in fixed asset additions,
US$46 million to purchase subsidiaries, and a US$175 million
increase in investments and other assets.

                        2007 Outlook

For the full year 2007, Lear Corp. expects consolidated sales to
be between US$25.0 billion and US$26.3 billion, based on full
year 2007 light vehicle production volumes of approximately 15.1
million units in North America and approximately 15.8 million
units in Europe.  Full year 2007 average dollar content per
vehicle is expected to be between US$845 and US$875 in North
America and between US$410 and US$435 in Europe.  The company
expects full year 2007 complete vehicle assembly sales to be
between US$3.8 billion and US$4.1 billion.

In addition, Lear expects that full year 2007 spending for fixed
assets will be in the range of US$775 million to US$825 million.

In the 2007 outlook the company have assumed no significant
acquisitions or divestitures, and no significant labour
disruptions in the principal markets.  In addition, Lear have
assumed that foreign exchange rates for the most common
currencies in which the company conduct business relative to the
United States dollar reporting currency will approximate current
rates.

                       Other Matters

Subject to approval by the Toronto Stock Exchange and the New
York Stock Exchange, the Board of Directors has approved the
purchase for cancellation and/or for purposes of the long-term
retention (restricted stock) and restricted stock unit programs,
up to 9,500,000 of Class A Subordinate Voting Shares,
representing approximately 9.8% of the public float of Class A
Subordinate Voting Shares, pursuant to a normal course issuer
bid.  The normal course issuer bid is expected to commence on or
about Nov. 12, 2007 and will terminate one year later.  All
purchases of Class A Subordinate Voting Shares will be made at
the market price at the time of purchase in accordance with the
rules and policies of the TSX and the NYSE, including Rule 10b-
18 under the U.S. Securities Exchange Act of 1934.

Lear Corp. Board of Directors has declared a quarterly dividend
of U.S. US$0.36 per share with respect to its outstanding Class
A Subordinate Voting Shares and Class B Shares for the quarter
ended Sept. 30, 2007.  The dividend is payable on Dec. 14, 2007,
to shareholders of record on Nov. 30, 2007.

                  About Magna International

Headquartered in Ontario, Canada, Magna International Inc.
(TSX: MG.A, MG.B; NYSE: MGA) -- http://www.magna.com/-- is a an
automotive supplier that designs, develops and manufactures
automotive systems, assemblies, modules and components, and
engineers and assembles complete vehicles, for sale to original
equipment manufacturers of cars and light trucks in North
America, Europe, Asia, South America and Africa.  In South
America, it has two operations in Brazil.  The company's
capabilities include the design, engineering, testing and
manufacture of automotive interior systems; seating systems;
closure systems; metal body and chassis systems; vision systems;
electronic systems; exterior systems; powertrain systems; roof
systems; well as complete vehicle engineering and assembly.  The
company has approximately 83,000 employees in 229 manufacturing
operations and 62 product development and engineering centers in
23 countries.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2007,
Magna International Inc.'s plan of arrangement and agreements
relating to the strategic investment in Magna by Open Joint
Stock Company Russian Machines became effective on
Sept. 20, 2007.


PEABODY ENERGY: Earns US$32.3 Million for Qtr. Ended Sept. 30
-------------------------------------------------------------
Peabody Energy has reported third quarter 2007 earnings of
US$0.12 per share on net income of US$32.3 million, compared
with US$0.53 per share and US$142.0 million in the same period a
year ago.  EBITDA for the quarter and nine months was US$210.9
million and US$785.1 million, respectively.  Year-to-date pro
forma EBITDA from continuing operations increased 8 percent over
the prior year.

During the quarter, Peabody made significant progress in
reshaping the earnings base by increasing production capacity in
Australia, concluding cost and productivity initiatives in the
Powder River Basin, expanding global coal trading operations and
spinning off Patriot Coal Corporation.

"Peabody has outstanding leverage to rising international
markets, we have captured higher prices for Powder River Basin
and Midwestern coal, expanded global coal trading operations,
and stabilized operating costs," said Peabody Chairman and Chief
Executive Officer Gregory H. Boyce.  "The strategies we put in
place will create meaningful additional value from our reshaped
asset base, leading marketing practices and global expansion."

Third quarter and year-to-date revenues grew to US$1.49 billion
and US$4.18 billion, respectively, on higher volumes in all
regions and improved pricing in the United States.  Peabody
achieved record volumes of 68.5 million tons for the quarter and
191.9 million tons through nine months, with higher shipments
from nearly all United States operating regions and a near-
tripling of Australian volumes.  Third quarter revenues per ton
grew 12 percent in the U.S., led by a 29 percent rise in premium
Powder River Basin sales realizations.

EBITDA for the quarter was US$210.9 million, as improved
contributions from U.S. mining operations were offset by
approximately US$95 million in impacts related to: lower
realized prices for metallurgical coal settled for the current
year; Australian demurrage and coal chain issues; and changes in
exchange rates.  These results compare with EBITDA of US$270.7
million in the prior year.

"Our operations had a solid performance this quarter, with
production running at higher levels in all regions and U.S.
margins per ton expanding 24 percent from the prior year," said
Chief Financial Officer and Executive Vice President of
Corporate Development Richard A. Navarre.  "Our new and expanded
operations in Australia are benefiting from strong market
fundamentals and higher price realizations, putting us on pace
to deliver growing contributions in 2008 and beyond."

Peabody completed the tax-free spin-off of Patriot Coal on
Oct. 31, issuing a dividend of the Eastern U.S. subsidiary to
shareholders on a ratio of one share of Patriot Coal (NYSE: PCX)
for every 10 shares of Peabody.  Patriot is now an independent
company.  Its historical results for the nine months are
included in Peabody's results, except where noted otherwise, but
will be reflected in Peabody's year-end financial statements as
a discontinued operation. On a pro forma basis, Peabody's
revenues and EBITDA from continuing operations increased 12 and
8 percent, respectively, through nine months.

"The successful spin-off of Patriot completes a key business
strategy that had been evaluated, engineered and executed for
more than a year, with multiple benefits for Peabody," said Mr.
Boyce.  "With this one act, Peabody has improved our operating
and geologic risk; enhanced our management and capital focus on
large, long-lived surface mines; reduced our legacy liabilities,
and further honed our asset base toward the highest-growth,
highest-margin markets in the United States and around the
world."

Net income was US$32.3 million, or US$0.12 per share, compared
with year-ago levels of US$142.0 million and US$0.53 per share.
Results include higher depreciation, depletion and amortization
and increased interest expense following last year's Australia
acquisition.

                   Safety and Reclamation

Peabody continues to be recognized for its industry-leading
practices in the areas of safety and reclamation, receiving
numerous awards during the quarter.  The company's Farmersburg
Mine received the prestigious Sentinels of Safety award for the
nation's safest large coal mine and the Lee Ranch Mine was
recognized as the Safe Operator of the Year by the New Mexico
State Mine Inspector's office.  In the areas of sustainability
and stewardship, the company was recognized for its ongoing
initiatives with five awards from the U.S. Department of the
Interior, including the Silver and Bronze Good Neighbor awards.

                       Global Markets

"The world's fastest-growing economies are relying on coal, and
global coal production is straining to keep pace with rising
demand," said Mr. Boyce.  "Near term, record seaborne coal
demand is benefiting Peabody's Australian and Venezuelan coal
sales and enabling exports from our Illinois Basin operations.
This combines with growing U.S. coal demand and reduced supply
to also favorably impact U.S. Powder River Basin and Colorado
markets.  Longer term, the world is experiencing a major
buildout of new generating plants and steel mills that will
drive coal growth even higher."

                   International Markets

Global supply-demand fundamentals continue to tighten, and
thermal coal prices in all seaborne markets have risen to new
records.

Published prices for Newcastle, Australia coal recently reached
US$80 per tonne, which is nearly US$35 per ton, or 74 percent,
higher than a year ago when Peabody completed its major
Australia acquisition.

Spot prices for metallurgical coal from Australia have also
reached new records, just as negotiations for the upcoming
fiscal year are beginning.

Peabody has 11 to 13 million tons of Australian coal production
available for pricing in 2008, more than half of which is
metallurgical coal.  Peabody has 17 to 20 million tons of
Australian coal unpriced for 2009, approximately half of which
is metallurgical coal.

Australia rail and port congestion improved in the quarter but
remain above expectations. Persistent congestion has led port
operators to reduce fourth quarter throughput allocations for
all shippers.  Vessel queues have declined by more than 35
percent at Dalrymple Bay, to approximately 34 vessels.  Vessel
queues have been cut nearly in half at Newcastle, and now
stand at approximately 38 vessels.

As expected, China remains a net importer for 2007 despite high
freight rates and record import coal prices.  The Indian
government is considering raising coal imports due to growing
shortages of thermal coal, with one-third of generators below
the seven-day level for stockpiles.  India's current
metallurgical coal import position of 25 million tonnes per year
is expected to double by 2012.  Russia is expected to reduce
metallurgical coal exports near term and retain more thermal
coal for domestic generation over the long term.

The benchmark API 2 financial market for delivered coal into
Europe has soared to US$125 per tonne in recent weeks, implying
prices of US$75 per tonne or more at the ports in South America,
the U.S. Gulf of Mexico or South Africa.  Peabody expects to
sell nearly 30 million tons of coal in the seaborne markets in
2007, excluding exports from Patriot Coal, and this is expected
to increase in future years.

Coal's long-term demand profile continues to improve, as the
world's fastest-growing economies continue to develop coal-
fueled electricity generating plants.  More than 157,000 MW of
coal-fueled generation is under construction around the world,
representing 550 million tons of annual coal use.

                    U.S. Domestic Markets

In the United States, strong late summer and fall electricity
generation led to a much greater decline in third quarter
stockpiles than the prior year.  The U.S. Energy Information
Administration now projects year-end 2007 coal inventories of
approximately 140 million tons, which is 10 million tons lower
than 2006. U.S. exports of both steam and metallurgical coal
have increased in 2007 while imports have tapered off.  Peabody
believes that U.S. coal exports will further expand in the
fourth quarter of 2007 and through 2008, while imports are
expected to decline.  This could further tighten U.S. markets
significantly and result in a tripling of U.S. net exports over
a two-year period, from 13 million tons in 2006 to 35 to 40
million tons in 2008.

Reference Powder River Basin and Central Appalachian coal
products have seen published prices for 2009 delivery improve 68
and 40 percent, respectively, over prompt-delivery prices at the
beginning of 2007.

During the quarter, Peabody priced 17 million tons of U.S.
production for 2008 deliveries.  Through nine months, the
company has committed to 66 million tons of premium Powder River
Basin coal for delivery in future years at prices 45 percent
above realized 2006 levels.

Taking into account the Patriot Coal spin-off, Peabody has 15 to
20 million tons of planned U.S. production remaining unpriced
for 2008 and 80 to 90 million tons unpriced for 2009.

Longer term, a large number of clean, new coal-fueled generating
plants are advancing in the United States, while some others are
deferred or cancelled.  In the largest new coal-fueled plant
buildout in the past several decades, 45 units are new, under
construction or in late-stage development in 21 states.  This
represents 23,900 MW of capacity and approximately 100 million
tons of annual coal use.  Eleven of these units have begun
construction in 2007.  Development of clean coal-fueled
generation is essential to limit electricity shortages and price
increases.  Recent data demonstrates that power prices are
rising at record pace, and the North American Electric
Reliability Council recently warned that electricity demand
continues to grow faster than expected supply.

                       Project Updates

Peabody made significant progress toward reshaping its global
earnings base and operating portfolio to target high-growth
markets and ongoing productivity improvements.

                Major International Projects

* Ramping up of new mines in Australia allowed Peabody to
  increase Australia sales by 24 percent from the second quarter
  of 2007, and nearly triple prior-year sales.  The company has
  recently started operations at the high-quality thermal export
  North Wambo Underground Mine.

* Peabody is the second-largest shareholder in the Newcastle
  Coal Infrastructure Group (NCIG), which is in the early stages
  of development for a dedicated port facility.  The port would
  provide Peabody with additional dedicated throughput of more
  than 5 million tons per year in the first phase over existing
  Newcastle entitlements.  Final determination to proceed with
  construction is expected to occur in the first half of 2008.

                     Major U.S. Projects

* A new in-pit conveyor system, equipment redeployment and other
  upgrades at Powder River Basin operations lowered energy costs
  and improved throughput.  Construction continues on a new coal
  blending and loadout facility at North Antelope Rochelle to
  optimize quality premiums and improve storage capacity.

* Preliminary site development for the El Segundo Mine in New
  Mexico was completed in the third quarter, and construction
  for the coal handling structures began in October.  El Segundo
  remains on track to begin production in the second half of
  2008 to serve long-term contracts with Southwestern U.S. power
  generators.

* The Prairie State Energy Campus equity partners have completed
  financial closing and given Bechtel Power Corporation notice
  to proceed to full-scale construction for the planned 1,600 MW
  supercritical power plant.  The project is fully subscribed by
  equity partners.  Peabody will retain a 5 percent ownership
  position in the plant, the first unit of which is expected to
  begin generation in 2011.

* Peabody and ConocoPhillips have selected Kentucky as the state
  to pursue development of a major commercial-scale coal-to-gas
  facility.  The companies are conducting a feasibility study
  for a mine-mouth gasification project using ConocoPhillips
  proprietary E-GAS(TM) technology.  The facility would annually
  produce 50 to 70 billion cubic feet of pipeline-quality
  natural gas, representing more than 1.5 trillion cubic feet of
  gas over a 30-year project life.

                           Outlook

Peabody is maintaining full-year 2007 targets, excluding
discontinued operations related to the Patriot Coal spin-off.
Year 2007 produced volumes from continuing operations are
targeted to be 215 to 220 million tons with sales of 235 to 245
million tons.  Full-year EBITDA from continuing operations is
now targeted to be US$900 million to US$1,000 million with
earnings per share of US$1.50 to US$1.75.

Peabody's end-of-year results will report Patriot Coal as a
discontinued operation.  Peabody's full-year targets from
continuing operations exclude results related to Patriot Coal,
and a one-time after-tax charge related to the spin-off that is
currently estimated to be approximately US$150 million.

                     About Peabody Energy

Headquartered in St. Louis, Missouri, Peabody Energy Corporation
(NYSE: BTU) -- http://www.peabodyenergy.com/-- is the world's
largest private-sector coal company, with 2005 sales of 240
million tons of coal and US$4.6 billion in revenues.  Its coal
products fuel 10% of all U.S. and 3% of worldwide electricity.
The company has coal operations in Australia and Venezuela.

                        *     *     *

As reported in the Troubled Company Reporter on Mar. 9, 2007,
Moody's Investors Service reported that, after the adoption of
final guidelines for preferred stock and hybrid securities
notching, it downgraded Peabody Energy Corporation's hybrid
instrument to Ba3.  Moody's placed the instrument on review for
downgrade.


WEIGHT WATCHERS: Reports US$49.5 Million Net Income in 3rd Qtr.
---------------------------------------------------------------
Weight Watchers International, Inc. has announced results for
the third quarter ended Sept. 29, 2007.

                  Third Quarter 2007 Results

For the third quarter of 2007, net revenues increased 18.5% or
US$52.7 million to US$337.5 million, up from US$284.8 million in
the third quarter of 2006.  Fully diluted earnings per share
were up 19.2% in the third quarter of 2007 to US$0.62 versus
US$0.52 in the prior year period.

Net income in the third quarter of 2007 was US$49.5 million
versus US$50.6 million in the third quarter of 2006.  During the
first quarter of 2007, the company increased its debt level to
finance its self-tender and repurchase of 19.1 million shares.
As a result, interest expense in the third quarter of 2007 was
US$28.3 million, up from US$13.2 million in the third quarter of
2006, while fully diluted shares of the company in the third
quarter of 2007 decreased to 79.6 million shares from 98.0
million shares in the third quarter of 2006.

                First Nine Months 2007 Results

For the first nine months of 2007, net revenues increased 18.5%
or US$175.2 million to US$1,123.1 million, up from US$947.9
million in the first nine months of 2006.  Fully diluted
earnings per share were US$1.98 in the first nine months of 2007
versus US$1.66 in the prior year period.  Excluding non-
recurring expense associated with the early extinguishment of
debt of US$0.02 per share from the first nine months of 2007 and
US$0.01 per share from the first nine months of 2006, fully
diluted earnings per share were up 19.8% to US$2.00 as compared
to US$1.67 in the prior year period.

During the first nine months of 2007, net income was US$161.4
million versus US$165.5 million in the first nine months of
2006.  As previously explained, the company increased its debt
level during the first quarter of 2007.  As a result, interest
expense in the first nine months of 2007 was US$82.6 million, up
from US$35.9 million in the first nine months of 2006, while
fully diluted shares of the company decreased.

Commenting on the company's results, David Kirchhoff, President
and Chief Executive Officer, said, "We are pleased with the
solid financial results in the third quarter of 2007, which were
primarily the result of the continuing positive impact of our
Monthly Pass commitment plan in North America and the strong
performance of our Weight Watchers Online internet product.
This year, we have put in place the building blocks which will
allow us to benefit from more effective marketing and new
program innovations in 2008."

The company narrowed its full year 2007 earnings guidance range
to between US$2.43 and US$2.48 per fully diluted share, which
excludes US$0.02 per share of non-recurring expense associated
with the early extinguishment of debt in the first quarter of
2007.

          About Weight Watchers International, Inc.

Headquartered in New York City, Weight Watchers International
Inc. (NYSE: WTW) -- http://www.weightwatchersinternational.com/
-- provides weight management services, with a presence in 30
countries around the world, including Brazil, the Netherlands,
and New Zealand.  The company serves its customers through
Weight Watchers branded products and services, including
meetings conducted by Weight Watchers International and its
franchisees.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 10, 2007, Weight Watchers International Inc.'s consolidated
balance sheet at June 30, 2007, showed US$1.04 billion in total
assets and US$2.04 billion in total liabilities, resulting in a
US$991,266 total stockholders' deficit.

In August 2001, Moody's Investor Services placed Weight Watchers
International Inc.'s long-term corporate family and bank loan
debt ratings at "Ba1".  These ratings hold to this date.


PETROLEO BRASILEIRO: Tupi Oil May List Co. Among Top Producers
--------------------------------------------------------------
Petroleo Brasileiro SA, Brazil's state-owned oil company, said
that it discovered eight billion barrels of light crude in its
Tupi field located in the Santos Basin off the coast of Rio de
Janeiro, published reports say.

Bloomberg estimates that this discovery could boost the
country's reserves by 62%, making Brazil one of the world's top
producers.  It currently has 14.4 billion of proven reserves of
oil and natural gas.

Once the reserves are confirmed, Brazil will become the world's
number eight producer of oil and gas, company President Sergio
Gabrielli was quoted by AP as saying.  He added that the Tupi
find is just a tiny part of what could turn out to be a very big
deposit.  Brazil became a net exporter of oil last year, but
still buys light crude to be mixed with its heavy crude oil.

Extracting oil from the Tupi field -- which lies under 7,060 fee
of water, almost 10,000 feet of sand and rocks, and 6,600 feet
of salt layer -- is a formidable challenge, but Petroleo
Brasileiro has become a leader in ultra-deep offshore oil
extraction, the AP states.

Tupi's oil is of the light grade quality, which is more valuable
and less expensive to refine.  This development sent the
company's shares soaring in the Brazilian and New York stock
exchanges.  The Associated Press says Petroleo Brasileiro's
shares in New York gained 26%, the highest in a 52-week period.

The Tupi field is 65% owned by Petroleo Brasileiro, while the
remaining shares are owned by BG Group plc and Galp Energia,
according to Thomson Financial.

Petroleo Brasileiro's investment budget for the period 2008-2012
is likely to increase in order to hasten development of the
field, Bloomberg says.

                       OPEC Membership

Meanwhile, Brazilian President Luiz Inacio Lula da Silva sees
the country joining OPEC after a period of five years, time
enough for the state-oil firm to start production at the Tupi
field, Bloomberg relates.

However, political science professor David Fleischer, commented
to Bloomberg that the Brazilian leader shouldn't be too
optimistic about the find because "there's no guarantee they'll
be able to make the field work."

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

                        *     *     *

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.


TEREX CORP: Mulls Issuance of US$500 Mln Sr. Subordinated Notes
---------------------------------------------------------------
Terex Corporation intends to issue approximately US$500 million
principal amount of Senior Subordinated Notes Due 2015 and 2017.

Terex intends to use the net proceeds from the offering to pay
down outstanding amounts under its revolving credit facility and
for general corporate purposes, including acquisitions, capital
expenditures, investments and the repurchase of its outstanding
securities.

Terex intends to offer and sell these Senior Subordinated Notes
under the company's existing shelf registration statement filed
with the Securities and Exchange Commission in July 2007, and
amended on Nov. 6, 2007.

Copies of the prospectus and prospectus supplement may be
obtained by contacting any of the joint book-running managers
at:

     -- Credit Suisse Securities (USA) LLC
        Prospectus Department
        Eleven Madison Avenue
        New York, NY 10010

     -- Citi
        Brooklyn Army Terminal
        8th Floor, 140 58th Street
        Brooklyn, NY 11220
        Tel (718) 765-6732

     -- UBS Investment Bank
        Attn: Prospectus Department
        299 Park Avenue
        New York, NY 10171
        Tel (212) 821-3000

Headquartered in Westport, Connecticut, Terex Corporation
(NYSE:TEX) - http://www.terex.com/-- manufactures a broad range
of equipment for use in various industries, including the
construction, infrastructure, quarrying, surface mining,
shipping, transportation, refining, and utility industries.
Terex offers a complete line of financial products and services
to assist in the acquisition of Terex equipment through Terex
Financial Services.  The company operates in five business
segments: Aerial Work Platforms, Construction, Cranes, Materials
Processing & Mining, and Roadbuilding, Utility Products and
Other.  The company has operations in Australia, Brazil, China,
Japan, Germany, United Kingdom, among others.

                        *     *     *

In August 2007, Moody's placed the company's long-term corporate
family rating and probability of default rating at Ba2, bank
loan debt rating at Ba1, and senior subordinate rating at Ba3.
These ratings still hold to date.  Moody's said the outlook is
stable.

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


UAL CORP: Issues 600,000+ Shares to Eligible Claimholders
---------------------------------------------------------
UAL Corporation, the holding company whose primary subsidiary is
United Airlines, commenced distribution of an additional 608,000
shares of UAUA common stock to holders of allowed general
unsecured claims against the company and certain of its
subsidiaries pursuant to the terms of the Plan of Reorganization
under which the company and its subsidiaries emerged from
Chapter 11 protection on Feb. 1, 2006.  This marks the 5th
broad-based distribution of equity by the company.

Upon the completion of the current distribution, the company
will have distributed a total of 112.2 million shares to holders
of allowed and deemed general unsecured claims, out of a total
expected distribution of 115 million shares under the Plan to
holders of the claims.  With this, the company will have
116,916,281 shares outstanding as of Nov. 8, 2007.

As part of the current distribution, United employees will be
issued, either directly or have monetized on their behalf,
approximately 197,000 shares of new UAUA common stock.  Since
Feb. 2, 2006, and including the current distribution, employees
will have been issued, directly and indirectly, a total of 35.7
million shares of new UAUA common stock.  In connection with the
reorganization, employees also received US$726 million in notes
proceeds which were distributed in August 2006. Including both
the notes and the stock distribution, and based on the closing
price of UAUA common stock on Nov. 7, 2007, securities worth
more than US$2.0 billion have been distributed to employees
pursuant to the company's Plan of Reorganization.

As of today, holders of approximately 45,000 allowed general
unsecured claims aggregating to approximately US$29.2 billion in
claim value have received common shares of the company to
partially satisfy those claims.

The company currently estimates its total unsecured claim
exposure, including those that have been partially satisfied, to
be between US$29.3 billion and US$29.6 billion.  The company
currently holds approximately 2.8 million shares of UAUA common
stock in reserve to satisfy the remaining disputed unsecured
claims.  Distributions of this stock will take place on a
periodic basis as remaining claims disputes are resolved.

To the extent that any disputed claims become disallowed claims,
the shares of the UAUA common stock reserved for issuance to the
holders of the disputed claims will be distributed pro rata to
holders of allowed general unsecured claims.

                       About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.

At Dec. 31, 2006, the company's balance sheet showed total
assets of US$25,369,000,000 and total liabilities of
US$23,221,000,000.

                        *     *     *

As reported in the Troubled Company Reporter on May 3, 2007,
Fitch Ratings has affirmed the Issuer Default Ratings of UAL
Corp. and its principal operating subsidiary United Airlines
Inc. at B-.




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


ATLAS GLOBAL: Proofs of Claim Filing Deadline Is Nov. 29
--------------------------------------------------------
Atlas Global Investments II, Ltd.'s creditors are given until
Nov. 29, 2007, to prove their claims to Jeff Arkley and Roger
Priaulx, the company's liquidators, 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.

Atlas Global's shareholder agreed on Oct. 15, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

             Jeff Arkley
             Roger Priaulx
             Attention: Kim Charaman
             Close Brothers (Cayman) Limited
             Fourth Floor, Harbor Place
             P.O. Box 1034, Grand Cayman KY1-1102
             Cayman Islands
             Telephone: (345) 949 8455
             Fax: (345) 949 8499


BOMBAY CO: Sells Headquarters to Goff Capital for US$16.35 Mil.
---------------------------------------------------------------
Goff Capital Inc. will acquire The Bombay Company Inc.'s
corporate headquarters for US$16.35 million, Sheryl Jean of the
Star Telegram reports.

The property is a seven-story, 122,000-square-foot building and
a parking garage at 550 Bailey Avenue in Fort Worth, Texas.  The
building, the report says, had been appraised at around
US$9 million.

Headquartered in Fort Worth, Texas, The Bombay Company Inc.,
(OTC Bulletin Board: BBAO) -- http://www.bombaycompany.com/
-- designs, sources and markets a unique line of home
accessories, wall decor and furniture through 384 retail outlets
and the Internet in the U.S. and internationally, including
Cayman Islands.  The company and five of its debtor-affiliates
filed for Chapter 11 protection on Sept. 20, 2007 (Bankr. N.D.
Tex. Lead Case No. 07-44084).  Robert D. Albergotti, Esq., John
D. Penn, Esq., Ian T. Peck, Esq., and Jason B. Binford, Esq., at
Haynes and Boone, L.L.P., represent the Debtors.  As of
May 5, 2007, the Debtors listed total assets of $239,400,000
and total debts of $173,400,000.

Attorneys at Cooley, Godward, Kronish LLP acts as counsel for
the Official Committee of Unsecured Creditors.  Forshey &
Prostok LLP is the Committee's local counsel.


CABLE & WIRELESS: Restores Services in Cayman Islands
-----------------------------------------------------
Cable & Wireless has restored landline and ADSL Services to
clients in the Cayman Islands, Cayman Net News reports.

Cayman Net relates that a contractor carrying out road work on
Nov. 6, 2007, accidentally cut Cable & Wireless' fiber cable
system, resulting to the loss of landline and ADSL services to
customers east of the Lions Center and in some areas of George
Town.  Cayman Brac subscribers lost landline service, with
mobile, data and international services unaffected.

According to Cayman Net, Cable & Wireless immediately responded
and many subscribers were reconnected within an hour.  "A
temporary fix" was made to guarantee that "clients were
reconnected and all services were fully restored within three
hours of the outage."  Traffic had to be diverted through Old
Prospect Road to accommodate the work along Shamrock Road.
Repair and restoration work was completed by Wednesday last
week.

Cable & Wireless (Cayman Islands) Network Services Vice
President Albert Anderson told Cayman Net, "All contractors are
encouraged to contact Cable & Wireless before they dig so we can
point out and mark where our cables are located.  This will
ensure that we do not have a reoccurrence of this type of
incident."

Headquartered in London, Cable & Wireless Plc --
http://www.cw.com/new/-- provides voice, data and IP (Internet
Protocol) services to business and residential customers, as
well as services to other telecoms carriers, mobile operators
and providers of content, applications and Internet services.
The company has operations are in the United Kingdom, India,
China, the Cayman Islands and the Middle East.

                        *     *     *

In April 2007, in connection with the implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology
for the corporate families in the Telecommunications, Media and
technology sector, Moody's Investors Service confirmed its Ba3
Corporate Family Rating for Cable & Wireless Plc.

Moody's also assigned a Ba3 Probability-of-Default rating to the
company.

* Issuer: Cable & Wireless Plc

                                          Projected
                        Debt     LGD      Loss-Given
Debt Issue              Rating   Rating   Default
----------              -------  -------  --------
4% Senior Unsecured
Conv./Exch.
Bond/Debenture
Due 2010                B1       LGD4     60%

GBP200 million
8.75% Senior
Unsecured Regular
Bond/Debenture
Due 2012                B1       LGD4     60%


CRESCENT AIR: Proofs of Claim Filing Is Until Nov. 29
-----------------------------------------------------
Crescent Air Asia Investments II, Ltd.'s creditors are given
until Nov. 29, 2007, to prove their claims to Linburgh Martin
and Jeff Arkley, the company's liquidators, 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.

Crescent Air's shareholder agreed on Sept. 18, 2007, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

             Linburgh Martin
             Jeff Arkley
             Attention: Neil Gray
             Close Brothers (Cayman) Limited
             Fourth Floor, Harbor Place
             P.O. Box 1034, George Town
             Grand Cayman, Cayman Islands
             Telephone: (345) 949 8455
             Fax: (345) 949 8499


DIQUE PROPERTIES: Proofs of Claim Filing Ends on Nov. 29
--------------------------------------------------------
Dique Properties Ltd.'s creditors are given until Nov. 29, 2007,
to prove their claims to Stuart K. Sybersma and Ian A. N. Wight,
the company's liquidators, 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.

Dique Properties' shareholders agreed on Oct. 17, 2007, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Stuart K. Sybersma
               Ian A. N. Wight
               Attention: Jessica Turnbull
               Deloitte
               P.O. Box 1787, George Town
               Grand Cayman, Cayman Islands
               Telephone: (345) 949 7500
               Fax: (345) 949 8258


HI H20: Proofs of Claim Filing Is Until Nov. 29
-----------------------------------------------
H1 H20 Ltd.'s creditors are given until Nov. 29, 2007, to prove
their claims to Stuart K. Sybersma and Ian A. N. Wight, the
company's liquidators, 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.

H1 H20's shareholder agreed on Oct. 18, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

               Stuart K. Sybersma
               Ian A. N. Wight
               Attention: Jessica Turnbull
               Deloitte
               P.O. Box 1787, George Town
               Grand Cayman, Cayman Islands
               Telephone: (345) 949 7500
               Fax: (345) 949 8258


MUSTANG SCDO: Proofs of Claim Filing Deadline Is Nov. 29
--------------------------------------------------------
Mustang SCDO 2002-1 Ltd.'s creditors are given until
Nov. 29, 2007, to prove their claims to Griffin Management
Limited, 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.

Mustang SCDO's shareholders agreed on Oct. 17, 2007, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

              Griffin Management Limited
              Attention: Janeen Aljadir
              Caledonian Trust (Cayman) Limited
              Caledonian House, 69 Dr. Roy's Drive
              P.O. Box 1043, George Town
              Grand Cayman KY1-1102, Cayman Islands
              Telephone: (345) 949 -4943
              Fax: (345) 814-4859


O'CONNOR GLOBAL: Proofs of Claim Filing Is Until Nov. 29
--------------------------------------------------------
O'Connor Global Fundamental Long/Short (Euro) Ltd.'s creditors
are given until Nov. 29, 2007, to prove their claims to Stuart
K. Sybersma and Ian A. N. Wight, the company's liquidators, 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.

O'Connor Global's shareholders agreed on Oct. 18, 2007, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Stuart K. Sybersma
               Ian A. N. Wight
               Attention: Jessica Turnbull
               Deloitte
               P.O. Box 1787, George Town
               Grand Cayman, Cayman Islands
               Telephone: (345) 949 7500
               Fax: (345) 949 8258


O'CONNOR GLOBAL CONVERTIBLE: Claims Filing Deadline Is Nov. 29
--------------------------------------------------------------
O'Connor Global Convertible Arbitrage (Euro) Ltd.'s creditors
are given until Nov. 29, 2007, to prove their claims to Stuart
K. Sybersma and Ian A. N. Wight, the company's liquidators, 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.

O'Connor Global's shareholders agreed on Oct. 18, 2007, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

               Stuart K. Sybersma
               Ian A. N. Wight
               Attention: Jessica Turnbull
               Deloitte
               P.O. Box 1787, George Town
               Grand Cayman, Cayman Islands
               Telephone: (345) 949 7500
               Fax: (345) 949 8258


SAPIC II: Proofs of Claim Filing Ends on Nov. 29
------------------------------------------------
Sapic II Reference Fund (29) Limited's creditors are given until
Nov. 29, 2007, to prove their claims to Peter D. Anderson and
Alan Milgate, the company's liquidators, 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.

Sapic II's shareholder agreed on Oct. 16, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

             Peter D. Anderson
             Alan Milgate
             Rawlinson & Hunter
             P. O. Box 897, Third Floor
             One Capital Place, George Town
             Grand Cayman KY1-1103, Cayman Islands
             Telephone: (345) 949 7576
             Fax: (345) 949 8295


SOUTH BEACH: Proofs of Claim Filing Deadline Is Nov. 29
-------------------------------------------------------
South Beach Finance Limited's creditors are given until
Nov. 29, 2007, to prove their claims to Westport Services 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.

South Beach's shareholder agreed on Oct. 16, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

             Westport Services Ltd.
             Attention: Evania Ebanks
             P.O. Box 1111, Grand Cayman KY1-1102
             Cayman Islands
             Telephone: (345)-949-5122
             Fax: (345)-949-7920


VEGA SCDO: Proofs of Claim Filing Is Until Nov. 29
--------------------------------------------------
Vega SCDO 2002-1 Ltd.'s creditors are given until Nov. 29, 2007,
to prove their claims to Griffin Management Limited, 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.

Vega SCDO's shareholders agreed on Oct. 17, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

              Griffin Management Limited
              Attention: Janeen Aljadir
              Caledonian Trust (Cayman) Limited
              Caledonian House, 69 Dr. Roy's Drive
              P.O. Box 1043, George Town
              Grand Cayman KY1-1102, Cayman Islands
              Telephone: (345) 949 -4943
              Fax: (345) 814-4859




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


SOCIEDAD DE INVERSIONES: Earnings Up to US$31.9MM in Nine Mos.
--------------------------------------------------------------
Sociedad de Inversiones Pampa Calichera S.A. has reported
earnings for the first nine months of 2007, which reached
US$31.89 million (US$ 0.022 per share), 76.9% higher than the
US$ 18.03 million (US$ 0.015 per share) recorded during the same
period of 2006.  The income contribution from SQM, our company's
main investment, was US$ 41.13 million (US$ 0.028 per share), up
by 57.5% from the US$ 26.12 million (US$ 0.022 per share)
reported in 2006.  This sharp increase is not only due to better
results of SQM, but also as a result of our company's increased
interest in SQM, which as of Sept. 30, 2007, was 32%,
substantially higher than the 25% ownership presented in 2006.
Also, an important contribution to earnings came from the profit
in the sale of SQM stock for US$ 14.37 million, which, along
with an increase in Goodwill amortization of US$ 5.25 million,
resulted in a net contribution to income of US$ 9.12 million.

As of Sept. 30, 2007, current assets had recorded a sharp
increase, mainly due to the proceeds of a capital increase
successfully completed during August of 2007, and current
liabilities recorded a decrease with respect to the same period
of 2006, altogether resulting in a current ratio of 18.46
(0.42 in 2006).

The debt-to-equity ratio recorded at the end of the third
quarter of 2007 was 0.55, up from the 0.38 ratio calculated for
the same period of 2006, mainly as a result of the higher
indebtedness of Calichera after the bond issuance.  Also for
this reason, short-term debt to total debt decreased from 7.8%
in 2006 to 1.2% in 2007, and long-term debt to total debt
increased from 92.2% in 2006 to 98.8% recorded in 2007.

In terms of profitability, return on equity for the third
quarter of 2007 was 6.92%, slightly down from the return of
7.18% recorded in the same period of 2006, mainly due to the
capital increase completed during August of 2007.  Return on
assets, on the other hand, showed an decrease from 5.2%
in 2006 to 4.46% in 2007, mainly due to an increase in Goodwill
recorded in 2007.

                      Capital Increase

As of Aug. 31, 2007, the company successfully completed the
placement of the stock corresponding to its capital increase
through shareholders' preemptive rights.  The amount of the
capital increase was US$ 142.6 million, with which the resulting
paid-in capital of Calichera is US$ 372,996,227.69, which
corresponds to 1,392,167,818 series A shares and 92,754,595
series B shares.

                  Purchase of SQM shares

Most of the proceeds of the capital increase were used to
purchase 4,465,595 additional Sociedad Quimica y Minera de Chile
S.A. (SQM) shares, with which Calichera's interest in SQM has
reached a total of 84,222,887 shares, representing a 32%
ownership.

Sociedad de Inversiones Pampa Calichera SA (Santiago Stock
Exchange:CALICHERAA, CALICHARAB) is a Chilean investment
company.  The Company holds interests in a variety of goods and
securities.  It is the majority shareholder in Sociedad Quimica
y Minera S.A. In addition, the Company holds a 99% direct
interest in Calichera Caiman and a 25.23% direct interest in
Soc. Quimica y Minera De Chile S.A. Soc. de Inversiones Oro
Blanco S.A. owns 66.57% interest in the company.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 6, 2007, Standard & Poor's Ratings Services assigned its
'BB-' long-term corporate credit rating to holding company,
Sociedad de Inversiones Pampa Calichera.  S&P said the outlook
is stable.

S&P also assigned a 'BB-' rating to the company's proposed
US$250 million senior secured notes with final maturity in 2022.




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


SOLUTIA INC: Judge Beatty Approves US$25 Million Backstop Deal
--------------------------------------------------------------
The Honorable Prudence Beatty of the U.S. Bankruptcy Court for
the Southern District of New York has approved Solutia Inc. and
its debtor-affiliates' agreement with a handful of unsecured
creditors who will provide US$250 million into the company in
exchange for backstop rights and the chance to directly purchase
discounted new stock.

Solutia signed the agreement last month with UBS Securities LLC,
Merrill Lynch & Co. Inc., a General Motors Corp. pension fund,
and hedge funds Highland Capital Management, Longacre Fund
Management and Southpaw Asset Management.  Under the
arrangement, the backstop investors will pay approximately
US$175,000,000 to be put toward retiree pensions and
US$75,000,000 that will cover other legacy liabilities.  The
investors will buy any stock that other unsecured creditors,
noteholders and existing stockholders do not buy in the new
offering, in which the stock will sell for US$13.33 per share,
discounted from the US$20 expected value.

Solutia said it will get the US$250 million even if the offering
is under-subscribed.

In a four-page order, Judge Beatty authorized Solutia to take
any and all actions necessary or appropriate in connection with
the contemplated transactions, including the payment of the
backstop fee, the transaction expenses and the litigation
expenses to the Investors, without further filing with or Court
order.

Judge Beatty determined that the Backstop Fee, the Transaction
Expenses and the Litigation Expenses, if and when payable, are
accorded the status of administrative expense claims pursuant to
Section 503(b)(1) of the Bankruptcy Code.

With the approval of the Backstop Commitment Agreement, Solutia
said that it is on its way towards Chapter 11 exit.

Judge Beatty has set a confirmation hearing for Nov. 29, 2007,
to approve Solutia's Amended Plan of Reorganization.  The
company expects to emerge from bankruptcy by the end of the
year.

                     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 Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis
LLP, in New York, as lead bankruptcy counsel, and David A.
Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders
LLP, in St. Louis Missouri, as special counsel.  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. The Official Committee of
Retirees of Solutia, Inc., et al., is represented by Daniel D.
Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq.,
at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and
Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott
Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama.

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 Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  A hearing to
consider confirmation of the Debtors' Reorganization Plan is
scheduled for Nov. 29, 2007.




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


BANCO BHD: Fitch Affirms Low B Currency Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed these Dominican Republic-based Banco
BHD ratings:

-- Long-term foreign and local currency Issuer Default Rating
    at 'B';

-- Short-term foreign and local currency IDR at 'B';

-- Support at '5';

-- Individual at 'D';

-- Long-term National rating at 'A(dom)';

-- Short-term National rating at 'F-1(dom)'

-- Support Floor at 'NF'.

The Outlook for the Issuer Default rating is Positive.  Banco
BHD's ratings reflect its diversified retail deposit base,
significant market share, adequate liquidity, improved asset
quality, competent management and robust shareholder structure.
Despite the recent improvement in its profitability and capital
ratios, these levels still call for more improvement.  Banco
BHD's IDR would be positively affected by more robust capital
ratios, specially its free capital ratio, and its ability to
sustain the improving trend of its profitability and asset
quality metrics.

Thanks to a comprehensive overhaul of its risk control tools,
Banco BHD was able to improve its asset quality ratios
drastically, while the foreclosure of collateral and loan
chargeoffs also helped.  As such, past-due loans decreased from
8.12% at end-2004 to 2.3% at end-June 2007, in part benefited by
a cumulative 40% increase in gross loans.  Loan loss reserves
still represent an adequate 5.5% of total loans and more than
2.0 times past-due loans, a level considered conservative.

A larger share of consumer loans as aided Banco BHD's spreads,
while lower loan loss provisions needs and a more broad income
base, albeit limited by international standards, have helped to
recover the bank's profitability.  The return on average assets
ratio (ROAA) has improved up to 2.2% in June 2007, a trend Fitch
Ratings believes is sustainable.

Banco BHD's treasury policies compare favorably with its peers,
despite the significant limitations imposed by an undeveloped
local capital market.  The bank has been able to reduce its
exposure to Central Bank securities significantly (0.7 equity at
end-December 2006, compared to 1.8 at end-2004), shifting to a
broader investment portfolio of foreign fixed-income securities.

Conservative cash dividends, moderate asset growth and some
capital injections have benefited Banco BHD's capital ratios.
At the end of June 2007, the bank had an equity-to-assets ratio
of 9.1% and a total capital ratio of 11.9%.  Noteworthy, the
bank has been able to reduce significantly the burden imposed by
its holding of fixed and foreclosed assets (57% in total at the
end of June 2007 versus 88% at end-2004), resulting in a steady
increase of its free equity ratio up to 3.7%, a level that seems
tight given the volatility of the operating environment.

As of June 2007, the bank ranked third out of 12 commercial
banks, with a 12% market share by total assets.  Grupo BHD
controls 60% of Centro Financiero BHD.  Grupo BHD is one of the
largest economic groups in the Dominican Republic.  Banco BHD
enjoys close cooperation with Banco de Sabadell of Spain and
Banco Popular de Puerto Rico, which together control the
remaining 40% of Centro Financiero BHD.

Banco BHD is a privately owned commercial bank in the Dominican
Republic and part of the BHD Group.  Having operated for over 30
years, it is a financial institution focused on serving
individuals and corporations of the Dominican Republic.  Banco
BHD deals in multiple currencies and has an international
department that handles large money transfers.  In 1998 it
acquired the insurance provider Compania de Seguros Palic and
has an alliance with Spanish Banco Sabadell.  The company has 60
branches located in the Dominican Republic, New York and the
Cayman Islands.


GRUPO M: S&P Assigns BB- Rating on US$150-Million Notes
-------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'BB-' long-
term corporate credit rating to Grupo M Holding S.A.  At the
same time, S&P assigned its 'BB-' rating to Grupo M's proposed
notes for US$150 million with a target maturity of 2017.  The
notes will benefit from the guarantee of its operating
subsidiaries.  The outlook is stable.

"The ratings reflect Grupo M's fair business risk profile
characterized by a leading position in consumer electronics,
home furniture, home appliances, and telephone and computer
equipment in Central America," said S&P's credit analyst
Patricia Calvo.  "It also reflects the company's business and
geographic diversification and its good operating track record."

These factors are mitigated by the correlation of Grupo M's
sales with economic cycles in the countries in which they
operate, the competition it faces from regional and national
competitors, its relative dependence on suppliers, a significant
part of cash flow from generation derived from its consumer
finance business, and credit metrics that support a highly
leveraged financial risk profile assessment.

The stable outlook reflects S&P's expectation that Grupo M will
be able to maintain its business position as long as its
operating improvements provide adequate debt coverage and its
indebtedness remains at current levels.  The ratings could be
raised if credit metrics strengthen with lease-adjusted debt to
EBITDA improving to the low mid-2.0 area and if the company is
able to generate consistent positive operating cash flow.  The
ratings could be lowered if the company is unable to recognize
meaningful synergies, operating improvements, and sales leverage
from the opening of new stores, and if the company's stores
experience a loss of market share and customer store traffic to
other retailer competitors.  If the company's financial profile
deteriorates (especially an OLA total debt-to-EBITDA ratio
greater than 4.0 and an OLA funds from operations-to-total debt
ratio less than 17.0%), or if it fails to provide consistent
positive operating cash flow, the ratings will be pressured
downward.

Headquartered in the Dominican Republic, Grupo M Holding S.A., a
privately-owned holding company, through its subsidiaries, is
the leading retailer of consumer electronics, home furniture,
home appliances, and telephone and computer equipment in Central
America.  The company largely caters to low and medium income
customers to which it offers installment financing plans as an
integral part of its business.  For the 12 months ended
Sept. 30, 2007, sales and reported EBITDA reached about US$361
million and US$64 million, respectively.

Founded in 1969, Grupo M is one of the most recognized retail
names in Central America.  The main retail brands are El Gallo
mas Gallo, Importadora Monge, and Play, which target different
segments of the retail market.  At Sept. 30, 2007, the company
had 313 retail stores.




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


PETROECUADOR: Wants To End City Oriente Contract
------------------------------------------------
Ecuadorian state-run oil firm Petroecuador told Carlos Andrade
at Reuters that it will seek to end the contract of U.S. oil
company City Oriente for not paying its debts with the state.

Petroecuador head Carlos Pareja commented to a television
station, "City [Oriente] has a big problem with a debt of US$28
million and yesterday [last Wednesday] I called for the
termination of its contract."

City Oriente refused to pay the state a windfall tax ratified in
2006 that forces oil firms to pay 50% of their extra revenues
generated by high oil prices, Reuters says, citing Mr. Pareja.

Experts told Reuters that the contract termination process could
result to the state's take over of City Oriente's Ecuadorian
assets.  The contract termination could take months or years.

Reuters relates that City Oriente filed an international
arbitration claim against the Ecuadorian government in 2006,
contesting the windfall tax.

Ecuadorian President Rafael Correa is negotiating with oil
companies for the change in contracts so that the government can
keep all the oil they extract in exchange for a service fee,
Reuters notes.

Spain's Repsol owes the state around US$2 million.  It is
willing to settle its debt, Mr. Pareja told Reuters.  The
government, however, has problems calculating if other firms
have pending debts.

The government is studying whether Andes Petroleum and Brazil's
Petrobras still have debts with the state, Reuters says, citing
Ecuadorian Economy Minister Fausto Ortiz.

According to Reuters, energy officials claimed that there are
discrepancies in the debts amount.  The officials said that the
attorney general's office will have to decide on the matter.

Occidental Petroleum, which filed an arbitration claim against
Ecuador for taking over its assets last year, owes the
government some US$30 million from the tax, Mr. Pareja told
Reuters.  The state will seek legal actions against the firm.

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.




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


BRITISH AIRWAYS: Baggage Delivery Among Worst, Report Says
----------------------------------------------------------
British Airways plc is among the worst performers for
punctuality and baggage delivery, the Association of European
Airlines' Consumer Report for July to September 2007 reveals.

Among the the 28 AEA member airlines which have provided
punctuality data, BA ranked 26th with only 58.8% of its
short/medium haul flights arrived on time, while only 55% for
long haul.  Only 60.7% of the short/medium haul flights departed
on time, while only 58.7% for long haul.

Among the 25 AEA member airlines which have contributed baggage
figures, BA ranked 24th with 30 bags delayed for every 1,000
passengers it transported.


However, a spokesman for BA told the Daily Telegraph "these
statistics have to be put into context.  We operate out of one
of the most congested airports in the world and the U.K. is the
only country in Europe with restrictive hand baggage rules which
put more pressure on hold baggage carried."

According to the company spokesman, the closure of T4 airside
and landside due to a security alert, followed by extreme
weather (floods and thunderstorms) in July, hit the airline's
performance, although figures are expected to improve when
Heathrow Terminal 5 opens next March.

"We are working hard to improve our performance and September's
figures were a lot better than July and August," the spokesman
was quoted by the Daily Telegraph as saying.

                        About British Airways

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

British Airways Holidays Ltd. and British Airways Travel
Shops Ltd.  BA has offices in India and Guatemala.

                         *     *     *

As reported on Aug. 16, 2007, Moody's Investors Service upgraded
the senior unsecured rating of British Airways plc to Ba1, one
notch lower than the Corporate Family Rating (upgraded to Baa3,
stable outlook), reflecting the subordination of unsecured debt
to a substantial portion of secured debt.

The debt instruments affected by the rating action are:

   -- GBP100 million 10.875% senior unsecured notes due 2008 to
      Ba1 from Ba2;

   -- GBP250 million 7.25% senior unsecured notes due 2016 to
      Ba1 from Ba2;

   -- US$115 million 5.25% and US$85 million 7.625% senior
      unsecured industrial revenue notes due 2032 to Ba1 from
      Ba2;

   -- EUR300 million 6.75% perpetual guaranteed preferred
      securities to Ba2 from Ba3 issued by British Airways
      Finance (Jersey) L.P.




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


NAT'L COMMERCIAL: Lehman Wants Unit as Notes Sale Distributor
-------------------------------------------------------------
Julian Richardson at The Jamaica Observer reports that global
investment bank Lehman Brothers has approached the National
Commercial Bank's Capital Markets unit to act as distributor in
an offer of up to J$213 million in Principal Protected Base
Metals Basket Notes due October 2011.

Sources told The Observer that Lehman Brothers will invest funds
raised through the private placement equally among these
commodities: copper, lead, and zinc.

The official settlement price per tonne on the London Market
Exchange will determine the price of each commodity for spot
delivery, The Observer says, citing sources.

According to The Observer, the notes will have a tenor of four
years.  They will provide investors with a 15% per annum coupon
once the Base Metals Basket provides a positive return at each
Annual Valuation Date.

The Observer relates that upon the notes' maturity, Lehman
Brothers ensures that the purchasers of the notes will get their
full principal.  The offer was scheduled to conclude on
Nov. 7, 2007.

Lehman Brothers also guarantees that daily liquidity will be
provided to investors who want to redeem notes before maturity.
Return of the full principal amount, however, is not guaranteed
until maturity.  "This represents a very timely initiative by
Lehman as given the increased global growth in the metal market,
driven mainly by China's rapid development, it is anticipated
that the demand for the commodity will continue to outstrip
their supply, resulting in upward pressure on prices," The
Observer states.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 18, 2006, Standard & Poor's Rating Services affirmed its
'B/B' counterparty credit and CD ratings on National Commercial
Bank Jamaica Ltd.  S&P said the outlook is stable.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 2, 2007, Fitch Ratings affirmed these ratings on Jamaica-
based National Commercial Bank Jamaica Limited:

          -- long-term foreign and local currency Issuer Default
             Ratings (IDR) at 'B+';

          -- short-term foreign and local currency rating at
             'B';

          -- individual at 'D';

          -- support at 4.

The Rating Outlook on the bank's ratings is stable, in line with
Fitch's view of the sovereign's creditworthiness.


NATIONAL WATER: Says Revenue from Rate Hike for Plant Upgrade
-------------------------------------------------------------
The National Water Commission told Radio Jamaica that the money
resulting from its requested rate increase will be used to
modernize sewerage facilities across Jamaica.

As reported in the Troubled Company Reporter-Latin America on
Nov. 7, 2007, the National Water Commission applied to the
Office of Utilities Regulation for a 40% raise in water tariffs.
The regulator said that it would have public consultations
across Jamaica to encourage consumers to participate in the
regulatory process and decision-making.

Over J$50 million is required for the repair and installation of
new facilities, RJR News relates, citing National Water
Corporate Communications Manager Charles Buchanan.

The St. Catherine Health Department and the Parish Council have
complained to the National Water about the poor state of sewage
and oxidation plants in sections of the parish, Radio Jamaica
states.

                        *     *     *

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




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


CLEAR CHANNEL: Providence Mulls Rescinding US$1.2-Billion Deal
--------------------------------------------------------------
Clear Channel Communications Inc.'s merger agreement with
Thomas H. Lee Partners LP and Bain Capital Partners LLC
faces another complication after Providence Equity Partners
Inc. considered backing out from a US$1.2 billion deal to
acquire 56 of Clear Channel's television stations, The Wall
Street Journal reports.

The merger agreement, entered into in November 2006 by
Clear Channel and the private equity group, was approved
by Clear Channel shareholders on Sept. 25, 2007.  The
transaction has yet to close pending regulatory approval.

According to WSJ, the Providence deal, although not related
to the buyout, is expected to slow down the pace of the
merger process in the event Providence walks away.

A person familiar with the transaction told WSJ that
Providence has reservations about the transaction because of
its view of the long-term prospects of Clear Channel's local
TV stations.

Providence, WSJ's source adds, may try to renegotiate the
purchase price, and should the deal fails, it would have to
pay a US$45 million break-up fee.

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays.
Outside U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 27, 2007, Fitch Ratings said it expects to downgrade Clear
Channel Communications Inc.'s Issuer Default Rating to 'B' from
'BB-'.  The rating outlook is expected to be stable.  Existing
ratings remain on rating watch negative pending the closing of
the merger transaction and review of final documentation.


DURA AUTOMOTIVE: Court Approves US$425 Million Exit Financing
-------------------------------------------------------------
DURA Automotive Systems Inc. and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Delaware of an engagement letter and a fee letter
entered into with Goldman Sachs Credit Partners, L.P., and
Barclays Capital, the investment banking division of Barclays
Bank, PLC, for a US$425 million financing to emerge from Chapter
11.  DURA expects US$300 million of the loan to be funded on the
effective date of its Plan of Reorganization.

The Court has approved the Engagement Letter and the Fee Letter
in all respects.  The Court's order did not specify whether the
U.S. Trustee's concerns were addressed.

Pursuant to the Engagement Letter, Goldman Sachs and Barclays,
as arrangers, have offered to syndicate exit financing for Dura
Operating Corp.:

   (a) a senior secured revolving credit facility in an amount
       up to US$125 million;

   (b) a senior secured first-lien tranche B term loan facility
       in amount up to US$225 million; and

   (c) a senior secured second-lien term loan facility in an
       amount up to US$75 million.

Goldman Sachs will be the administrative agent for the First
Lien Term Facility, and Barclays Capital will be administrative
agent for the Revolving Facility.

Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, noted that the Debtors' emergence from
bankruptcy is predicated on funding from two key sources -- the
exit facility and the US$140 million to US$160 million rights
offering backstopped by Pacificor, LLC.  The backstop deal with
Pacificor has already been approved by the Court.

The Debtors, with the assistance of their investment banker,
Miller Buckfire & Co., initiated discussions with, and solicited
exit financing proposals from, a variety of potential exit
lenders.  The Debtors have decided to pursue a joint proposal
from Goldman Sachs and Barclays.

The Debtors are not yet seeking approval of the exit financing.
The documents submitted for the Bankruptcy Court's approval do
not constitute not a commitment, and do not oblige the Barclays
and Goldman Sachs, or their affiliates to provide the exit
facility or any other financing.  The Debtors only sought Judge
Kevin Carey's approval to pay fees and reimburse the expenses
of, and to grant indemnification to, the Arrangers.

The Debtors did not specify the fees to be paid to the Arrangers
or the amount of expenses they will reimburse.  The Debtors have
redacted the Fee Letter filed with the Court.

The Debtors said that the indemnification, fees and expense
reimbursements are necessary to compensate the Arrangers for
their time and efforts in soliciting lender interest for the
exit facility and are customary for transactions of similar
nature.

The Debtors asked the Court hear their proposal on an expedited
basis and have scheduled a November 8 hearing on the matter.
The Debtors' proposal faced opposition from the U.S. Trustee.

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
warned that the Debtors may be improperly retaining Barclays, et
al., as estate professionals under Section 327(a) of the
Bankruptcy Code.  She said that it appears that Barclays, et
al., have been tasked to act as investment bankers with respect
to the exit facility when the Debtors have employed Miller
Buckfire as their investment bankers.

The U.S. Trustee also disputed the filing of the Fee Letter
under seal on grounds that it stops the public from viewing
certain economic terms of the arrangement.

                    About DURA Automotive

Based in Rochester Hills, Michigan, DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive industry.  The company is also a supplier of similar
products to the recreation vehicle and specialty vehicle
industries.  DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers
and other automotive suppliers.

The company has three locations in Asia -- China, Japan
and Korea.  It has locations in Europe and Latin America,
particularly in Mexico, Germany and the United Kingdom.

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

The Debtors' exclusive plan-filing period expired on
Sept. 30, 2007.  On Aug. 22, 2007, the Debtors' filed their Plan
of Reorganization and the Disclosure Statement explaining that
Plan was approved on Oct. 3, 2007.  The hearing to consider
confirmation of the plan is set for Nov. 26, 2007.  (Dura
Automotive Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


FEDERAL-MOGUL: Court Confirms Fourth Amended Reorganization Plan
----------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware confirmed the Fourth Amended Joint
Plan of Reorganization of Federal-Mogul Corporation and its
debtor affiliates, as modified, on Nov. 8, 2007.

As part of the ruling, the Court approved the Plan B Settlement
between Cooper Industries, Ltd., and Federal-Mogul.  The
Bankruptcy Court noted that its ruling does not preclude
further deliberations and supplementing the order with approval
of Plan A.

Judge Fitzgerald found that the Fourth Amended Plan, as
modified, satisfies the 13 requirements for confirmation under
Section 1129(a) of the Bankruptcy Code:

   * In accordance with Section 1129(a)(1), the Plan complies
     with all applicable provisions of the Bankruptcy Code.

   * In accordance with Section 1129(a)(2), the Debtors and the
     rest of the Plan Proponents have complied with all
     applicable provisions of the Bankruptcy Code.

   * As required under Section 1129(a)(3), the Plan Proponents
     proposed the Plan in "good faith," within the meaning of
     Section 1125(e), and is not by any means forbidden by law.

     Judge Fitzgerald noted that the Plan:

        -- has been proposed with the legitimate purpose of
           reorganizing the Debtors' affairs and maximizing the
           returns available to creditors and holders of equity
           interests; and

        -- achieves a global resolution of Asbestos Personal
           Injury Claims through the assumption of those claims
           by the Asbestos Personal Injury Trust.

   * No payment for services or costs and expenses of
     professionals in connection with the bankruptcy cases and
     the Plan has been or will be made by the Debtors other
     than payments that have been authorized by the Court in
     compliance with Section 1129(a)(4).

   * Pursuant to Section 1129(a)(5), the Debtors have disclosed
     all necessary information regarding the Reorganized
     Debtors' directors and officers, including those that may
     constitute insiders and the nature of compensation for
     those insiders.

   * The Debtors' current businesses do not involve the
     establishment of rates over which any regulatory
     commission has or will have jurisdiction after
     Confirmation, as set forth under Section 1129(a)(6).

   * In accordance with Section 1129(a)(7), each holder of an
     impaired claim or equity interest that has not accepted
     the Plan will receive or retain property valued at not
     less than the amount that holder would receive or retain
     if the Debtors were liquidated under Chapter 7 of the
     Bankruptcy Code.

   * All Classes of Claims and Equity Interests that voted on
     the Plan have either accepted the Plan or are unimpaired
     as required under Section 1129(a)(8).

   * The Plan also meets the requirements regarding the payment
     of Administrative Claims and Priority Claims as set forth
     in Section 1129(a)(9).

     The Plan provides that each holder of an allowed
     Administrative Claim will receive cash equal to the
     allowed claim amount except to the extent that the holder
     agrees to a different treatment, Judge Fitzgerald notes.

   * At least one Class of Claims or Equity Interests that is
     impaired under the Plan has voted to accept the Plan in
     compliance with Section 1129(a)(10).

   * As demonstrated by the Debtors' financial projections and
     other evidence in record, confirmation of the Plan is not
     likely to be followed by the liquidation, or the need for
     further financial reorganization of the Debtors and the
     Reorganized Debtors in accordance with Section
     1129(a)(11).

   * As provided under Section 1129(a)(12), all fees payable
     pursuant to Section 1930 of the Judiciary and Judicial
     Procedure Code will be paid on or before the Effective
     Date.

   * Pursuant to Section 1129(a)(13), the Plan provides that
     the payment of all retiree benefits under retiree benefit
     plans to which Section 1114 is applicable will be
     continued absent the termination of the retiree benefit
     plans.

The Plan also complies with other provisions of the Bankruptcy
Code, including Section 1122 and 1123:

   -- Consistent with Section 1122, the Plan classifies claims
      and equity interests into a class containing only
      substantially similar claims or equity interests;

   -- In accordance with Section 1123(a)(1), the Plan properly
      classifies all claims and equity interests that require
      classification;

   -- The Plan identifies and describes each class of claims or
      equity interests that are not impaired in compliance with
      Section 1123(a)(2);

   -- As required under Section 1123(a)(3), the Plan identifies
      and describes the classes of claims or interests that are
      impaired.

   -- The treatment of each claim or equity interest within a
      Class, in accordance with Section 1123(a)(4), is the same
      as the treatment of the other claims or equity interests
      in that Class unless the holder of a claim or equity
      interest agrees to a less favorable treatment under the
      Plan.

   -- As set forth under Section 1123(a)(5), the Plan provides
      adequate means for its implementation, including:

         * the continued corporate existence of the Debtors and
           the vesting of the Debtors' assets in the
           Reorganized Debtors;

         * the cancellation of the existing notes, other debt
           securities, indentures, and Federal-Mogul Corp.
           common stock and the surrender of existing
           securities and instruments;

         * the issuance of Reorganized Federal-Mogul common
           stock, warrants, and junior secured PIK notes;

         * detailed provisions for making Plan distributions;

         * the implementation of various settlements under the
           Plan; and

         * the creation of the Asbestos PI Trust, the
           assumption of all Asbestos PI Claims by the Trust,
           and the discharge of the Debtors' obligations and
           liabilities on account of the Asbestos PI Claims.

   -- Pursuant to Section 1123(a)(6), the Reorganized Debtors'
      charters, bylaws or similar constituent documents contain
      provisions prohibiting the issuance of nonvoting equity
      securities and provide for the appropriate distribution
      of voting power among all classes of equity securities
      authorized for issuance;

   -- The Reorganized Debtors' charters, bylaws and similar
      constituent documents regarding the manner of selection
      of the Reorganized Debtors' officers and directors are
      consistent with the interests of creditors and equity
      security holders and with public policy as required under
      Section 1123(a)(7);

   -- As permitted by Section 1123(b)(1), the Plan provides for
      the impairment of certain Classes of Claims and Equity
      Interests, while leaving other Classes unimpaired;

   -- The Plan provides for the assumption or rejection of the
      Debtors' executory contracts and unexpired leases that
      have not yet been assumed, assigned, or rejected in
      compliance with Section 1123(b)(2);

   -- Pursuant to Section 1123(b)(3), the Plan provides that
      with certain exceptions, the Reorganized Debtors will
      retain and have the exclusive right to enforce, sue,
      settle, or compromise all claims, proceedings, and causes
      of action arising under the Bankruptcy Code that are
      commenced prior to the closing of the Chapter 11 cases;

   -- The Plan, as required under Section 1123(b)(5), modifies
      or leaves unaffected, the rights of holders of each Class
      of Claims and Equity Interests;

   -- In accordance with Section 1123(b)(6), the Plan includes
      other provisions that comply with applicable provisions
      of the Bankruptcy Code, including provisions governing
      the treatment of claims and equity interests, the
      disposition of contracts and unexpired leases, the
      implementation of the Plan, and the injunctions, releases
      and discharges to be effected by the Plan;

   -- The Plan further provides for the satisfaction of cure
      amounts in connection with each executory contract and
      unexpired lease to be assumed consistent with Section
      1123(d).

   -- The purpose of the Plan is not the avoidance of taxes or
      requirements under the Securities Act of 1933.  Thus, the
      Plan complies with the provisions of Section 1129(d).

In addition, the Bankruptcy Court held that the Plan comports
with Section 524(g) regarding the issuance of an injunction to
enjoin entities from taking legal action to recover payment in
respect of Asbestos PI Claims against the Reorganized Debtors.

The issuance of the Injunction is necessary to preserve and
promote the settlements contemplated by and provided for in the
plan, Judge Fitzgerald said.

All objections to the Plan have been consensually resolved or
were otherwise voluntarily withdrawn.

                   Insurer Settlements Approved

As reported in the Troubled Company Reporter on Nov. 7, 2007, to
recall, certain insurance carriers strongly opposed the Plan
to the extent of its liability coverage of the Debtors' asbestos
claims.  In an effort to resolve the remaining confirmation
objections, the Debtors entered into separate settlement
agreements with those insurers.

Accordingly, the Bankruptcy Court also approved the Asbestos
Bodily Injury Coverage in Place Agreement among Felt Products
Manufacturing Co., Federal-Mogul Corp., and certain insurers, as
well as the Debtors' settlements with five insurer parties:

   * OneBeacon America Insurance;

   * Seaton Insurance Company;

   * Stonewall Insurance Company;

   * TIG Insurance Company;

   * The ACE USA Companies comprised of Century Indemnity
     Company, Pacific Employers Insurance Company, Central
     National Insurance Company of Omaha, U.S. Fire Insurance
     Company, Insurance Company of North America, St. Paul
     Mercury Insurance Company, and ACE property and Casualty
     Insurance Company; and

   * The Travelers Indemnity Company and Travelers Casualty and
     Surety Company.

Judge Fitzgerald clarified that the Insurer Settlements do not
negatively impact the rights of non-party insurance companies.

Moreover, the Bankruptcy Court approved the Stipulation on the
Asbestos Assignment and Preemption Issues between the Debtors
and certain signatory insurers.  In accordance with the
Stipulation, the Signatory Insurers withdrew their objections to
the assignment of policy rights to the Asbestos PI Trust.  To
the extent not already listed, the Signatory Insurers have been
included in the list of Settling Asbestos Insurance Companies.

Pursuant to a Court-approved stipulation with the Debtors,
Certain Underwriters at Lloyd's, London, and Certain London
Market Companies reserve their right to appeal the order
approving the Stipulation.  The Underwriters agree that they
will not seek a reconsideration or review of the Plan
Confirmation Order with respect to the Stipulation.

                  Non-Material Plan Modifications

As previously reported, the Plan Proponents delivered to the
Bankruptcy Court on Nov. 5, 2007, a further modified Fourth
Amended Plan to clarify certain provisions of the Asbestos
Bodily Injury Coverage in Place Agreement among Felt Products
Manufacturing Co., Federal-Mogul Corp., and certain signatory
insurers.

Among other things, the Plan Proponents restated the Fourth
Amended Plan to provide that the requirement of the Trustees of
the Asbestos PI Trust to obtain the consent of the Trust
Advisory Committee and the Future Claimants Representative in
carrying out certain of their duties is subject to the
provisions of the CIP Agreement with respect to the Fel-Pro
Subfund, the Vellumoid Subfund, Fel-Pro Claims, Vellumoid Claims
or Federal-Mogul Asbestos Claims.

Robert L. Katz, Esq., senior vice president and general counsel
to Federal-Mogul Corp., elaborates that the U.S. Asbestos Trust
is required to provide Columbia Casualty Company, Continental
Casualty Company, and The Continental Insurance Company with
information related to any lawsuit involving a Fel-Pro Claim or
a Vellumoid Claim contemporaneously with the provision of that
information to the lead insurer.  The Asbestos PI Trust will not
withdraw that tender to either CNA or the Lead Insurer without
withdrawal as to the other, Mr. Katz relates.

The handling of Fel-Pro or Vellumoid Claims in accordance with
the CIP Agreement, Mr. Katz says, will be without prejudice to:

   -- CNA's right to participate in the defense and resolution
      of the Fel-Pro or Vellumoid Claims; and

   -- the Trust's rights to:

      * pursue coverage from CNA for the Fel-Pro or Vellumoid
        Claims; and

      * seek contribution or reimbursement from CNA in its
        capacity as successor to the Debtors' rights or as
        assignee of the contribution rights of the CIP
        Insurers.

Judge Fitzgerald finds that all of the Plan Modifications
proposed by Debtors at several instances do not materially and
adversely affect or change the treatment of any claim or equity
interest in  any Debtor.

A full-text copy of the Nov. 5 Modified Federal-Mogul Fourth
Amended Plan is available for free at:

             http://ResearchArchives.com/t/s?252c

                      Federal-Mogul's Statement

Federal-Mogul Corp. is seeking the affirmation by the U.S.
District Court, the Honorable Joseph H. Rodriguez presiding,
which must also take place for the company to emerge from
bankruptcy.

Federal-Mogul voluntarily filed in 2001 for Chapter 11 in
the U.S. and Administration in the U.K. in order to separate its
asbestos liabilities from its true operating potential.  These
restructuring proceedings provided the company the opportunity
to emerge from bankruptcy as a leading global automotive
supplier.

Chairman, president and chief executive officer Jose Maria
Alapont said emergence from Chapter 11 will be instrumental in
the company's drive to generate growth in key markets, and
develop innovative technologies at competitive cost, creating
value for its global customers.

"We thank our employees, customers and stakeholders for
their continued support," said Mr. Alapont.  "The Federal-Mogul
team has been relentless in its dedication to service
excellence, and remains focused on our successful operating
performance and the implementation of our sustainable global
profitable growth strategy."

                      About Federal-Mogul

Based in Southfield, Michigan, Federal-Mogul Corporation --
http://www.federal-mogul.com/-- is an automotive parts company
with worldwide revenue of some US$6 billion.  Federal-Mogul also
has operations in Mexico and the Asia Pacific Region, which
includes, Malaysia, Australia, China, India, Japan, Korea, and
Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James
F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown
& Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed US$10.15 billion in assets and US$8.86
billion in liabilities.  Federal-Mogul Corp.'s U.K. affiliate,
Turner & Newall, is based at Dudley Hill, Bradford.  Peter D.
Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and Charlene D.
Davis, Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq.,
at The Bayard Firm represent the Official Committee of Unsecured
Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on
June 6, 2004, the Bankruptcy Court approved the Third Amended
Disclosure Statement for their Third Amended Plan.  On
July 28, 2004, the District Court approved the Disclosure
Statement.  The estimation hearing began on June 14, 2005.  The
Debtors submitted a Fourth Amended Plan and Disclosure Statement
on Nov. 21, 2006, and the Bankruptcy Court approved that
Disclosure Statement on Feb. 6, 2007.  The confirmation hearing
started on June 18, 2007.

(Federal-Mogul Bankruptcy News, Issue No. 152; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


FREESCALE SEMICONDUCTOR: Signs Joint Lab Deal with Zhuzhou CSR
--------------------------------------------------------------
Freescale Semiconductor and Zhuzhou CSR Times Electric Co. Ltd.
have established a joint laboratory for microelectronics
applications.  The Freescale-Times Electric Joint Lab is located
in the technical center of Zhuzhou CSR Times Electric in the
People's Republic of China.

According to the agreement, the two companies have jointly
invested in the lab facility, equipment, development boards and
tools.  Software and hardware engineers from both companies plan
to team up for product development, evaluation and support, in
addition to training and market development activities.  Not
only does this cooperation mark a major milestone in which
China's rail transportation industry is importing advanced
technologies from other countries, but it also will help
accelerate the development of local technology innovation and
applications.

Freescale's authorized distributor, China Electronic Appliance
Shenzhen Co., Ltd., has played a pivotal role in organizing this
cooperative venture.  China Electronic is also a strategic
alliance partner of Times Electric, and the Freescale-Times
Electric Joint Lab is an ideal structure to leverage the
strengths of all three companies and serve as a solid foundation
for continued collaboration.

"Asia is a growth engine for Freescale, and China is a critical
component of our strategic initiatives," said Kai Wang, Ph.D.,
Freescale's vice president and general manager of the Asia-
Pacific region.  "By combining Freescale's advanced technologies
and design talents with Times Electric's experience in rail
electrical system application and research, this is clearly a
win-win for technology innovation and market development for
China's rail transportation industry."

The joint lab is expected to encompass six core technologies,
including power conversion, control and diagnosis, safety
monitoring, information and communication, power electronics,
and test and control.  Joint development efforts are expected to
focus on the following application systems: AC drive systems,
train control and diagnostics, railway safe driving carriers,
locomotive and passenger information, passenger train electrics
and information, and electric and control systems for
engineering mechanics.

"The establishment of this Joint Lab represents an important
step for China's track transport industry to bring in foreign
advanced technology," said Ding Rong-Jun, president of Zhuzhou
CSR Times Electric.  "This cooperation will cement Times
Electric's dominant position as the leading railway and track
transport supplier, and accelerate industry developments in
China."

                        About Zhuzhou CSR

Zhuzhou CSR Times Electric Co., Ltd is a leading integrator and
supplier of carrier electric systems for the track transport
industry in China.  Its primary focus is research and
development for electric drive technology and industry and civil
converter technology.  It develops and produces the electric
control units of electric locomotives, diesel locomotives,
subway and light rail locomotives, buses, large road maintenance
machines, as well as power and electronic devices, sensors, and
vacuum toilets, which all are widely used in the railway and
urban rail transport industry.

Its carrier electric system is exported to Kazakhstan,
Uzbekistan and Turkmenistan, and its electric parts are exported
to North America and Europe.  On Dec. 20, 2006, the company was
successively listed in Hong Kong with stock code 3898.HK, and
the raised funds amounted to HK$ 2.2 billion.  The company is
the first Chinese enterprise that has successively listed in a
region other than mainland China in the nation's track transport
industry. It also has raised the most funds in the foreign
capital market of any enterprise in Hunan Province.

                 About Freescale Semiconductor

Based in Austin, Texas, Freescale Semiconductor, Inc. (NYSE:FSL)
(NYSE:FSL.B) -- http://www.freescale.com/-- designs and
manufactures embedded semiconductors for the automotive,
consumer, industrial, networking and wireless markets.
Freescale Semiconductor became a publicly traded company in July
2004.  The company has design, research and development,
manufacturing or sales operations in more than 30 countries.  In
Latin America, Freescale Semiconductor has operations in
Argentina, Brazil and Mexico.  In Europe, the company has
operations in Czech Republic, France, Germany, Ireland, Italy,
Romania, Turkey and the United Kingdom.  Revenues for the 12
months ended March 31, 2007 were US$6.2 billion.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 20, 2007, Standard & Poor's Ratings Services has placed
its 'BB-' corporate credit rating and other ratings on Freescale
Semiconductor Inc. on CreditWatch with negative implications.

As reported in the Troubled Company Reporter-Latin America on
Oct. 26, 2007, Moody's Investors Service has placed the ratings
of Freescale Semiconductor, Inc. under review for possible
downgrade:

   -- Corporate Family Rating (New), Ba3

   -- Probability of Default Rating, Ba3

   -- US$750 Million Senior Secured Revolving Credit Facility
      due 2012, Baa3 (LGD-2, 16%)

   -- US$3.50 Billion Senior Secured Term Loan B Facility due
      2013, Baa3 (LGD-2, 16%)

   -- US$2.85 Billion Senior Unsecured Notes due 2014, B1
      (LGD-4, 63%)

   -- US$1.50 Billion Senior Unsecured Toggle Notes due 2014,
      B1 (LGD-4, 63%)

   -- US$1.60 Billion Senior Subordinated Unsecured Notes due
      2016, B2 (LGD-6, 91%)


GRAHAM PACKAGING: Posts US$13.4 Million Net Loss in Third Qtr.
--------------------------------------------------------------
Graham Packaging Holdings Company, parent company of Graham
Packaging Company, L.P. has reported an increase of 10.6% in
operating income for the third quarter of 2007, totalling
US$44.2 million, an increase of US$4.2 million from US$40.0
million for the same period in 2006.

Operating income for the nine months ended Sept. 30, 2007,
totaled US$151.8 million, an increase of US$25.4 million, or
20.1%, over operating income of US$126.5 million in the
comparable period in 2006.

Net sales for the three months ended Sept. 30, 2007, totaled
US$621.5 million, a decrease of US$21.5 million, or 3.3%, from
net sales of US$643.0 million for the same period in 2006.

The overall decrease in net sales was attributed to lower
volume, higher sales of lower-priced containers, price
reductions in response to competitive pressure, and a decrease
in resin costs which are passed through to customers.  Net sales
were down 6.7% in North America.  Net sales increased 20.4% in
Europe in the third quarter and 25.0% in South America, due to
favorable exchange rates and higher volume.

Net sales for the nine-month period ended Sept. 30, 2007,
totaled US$1,894.3 million, a decrease of US$47.0 million, or
2.4%, compared to the same nine-month period in 2006.

Operating income for the three- and nine-month periods increased
despite the lower sales because of ongoing expense-reduction
initiatives, decreases in project start-up costs, lower
integration costs related to the company's acquisition of O-I
Plastics, and favorable currency translation.

"Many of our key markets, like isotonic beverages, are flat to
down over last year," said Warren Knowlton, Chief Executive
Officer of Graham Packaging.  "This had particular impact in the
third quarter.  We continue to adapt to this slower sales
environment with clear focus on cost saving, productivity gains,
and quality improvement initiatives that offset the current
sales picture."

The company incurred a net loss US$13.4 million for the three
months ended Sept. 30, 2007, compared to a net loss of US$15.0
million for the same period in 2006.  The net loss for the nine
months ended Sept. 30, 2007, was US$23.9 million compared to
US$40.2 million for the same period in
2006.

Covenant compliance EBITDA (earnings before interest, taxes,
depreciation, and amortization) totaled US$434.3 million for the
four quarters ended Sept. 30, 2007, an increase from covenant
compliance EBITDA of US$427.8 million for the four quarters
ended June 30, 2007.

                    About Graham Packaging

Graham Packaging Holdings Company also known as Graham Packaging
Co, Inc., is the parent company of Graham Packaging Company, LP,
formerly known as Graham Packaging Holdings I LP, --
http://www.grahampackaging.com/-- designs and manufactures
customized blow-molded plastic containers for branded food and
beverages, household and personal care products, and automotive
lubricants.  The company has manufacturing facilities in
Argentina, Belgium, Brazil, Canada, Ecuador, England, Finland,
France, Hungary, Mexico, the Netherlands, Poland, Spain, Turkey,
the U.S. and Venezuela.  The company has no assets, liabilities
or operations other than its direct and indirect investments in
the Operating Company and its ownership of GPC Capital Corp. II,
its wholly owned subsidiary.

                        *      *      *

As reported in the Troubled Company Reporter-Latin America on
Aug. 8, 2007, As of June 30, 2007, Graham Packaging Holdings
Company's balance sheet showed US$2.5 billion in total assets,
US$1.9 billion in total liabilities, and US$612.6 million in
total stockholders' deficit.

On Mar. 30, 2007, based on preliminary terms and conditions,
Standard & Poor's affirmed its 'B' rating on Graham Packaging
Co.'s US$1.9 billion first-lien term loan B due 2011, which
includes a proposed incremental US$300 million.  Proceeds from
the incremental term loan, which is being added through an
amendment to Graham's existing US$1.6 billion term loan B, will
be used to repay outstanding amounts under the second-lien term
loan C and pay down approximately US$50 million in borrowings
under the revolving credit facility.  Graham's total adjusted
debt was approximately US$2.7 billion at Sept. 30, 2006.


GRUPO MEXICO: Hopes Court To Rule on Strike Before Dec. 15 Break
----------------------------------------------------------------
A Grupo Mexico SA, de C.V., senior company executive who asked
not to be named told Reuters that the firm expects a court
ruling before Dec. 15, 2007, on the legality of a strike workers
launched against the firm.

According to Reuters, Mexican courts will close on
Dec. 15, 2007, until January 2008 for the holiday season.

The official commented to Reuters, "We are under the impression
that the ruling will come in the first two weeks of December.
They are not obliged to rule then, but it is important the
decision comes before Dec. 15."

Reuters notes that if the court ruling is in Grupo Mexico's
favor, the firm could move to dismiss employees at Cananea and
at two smaller striking mines.

Grupo Mexico told Reuters that it had offered voluntary layoffs
to Cananea workers to try to stop the strike.

"It sends a message that this may not end soon and that if this
doesn't end well, everybody could lose their jobs," the official
commented to Reuters.

Grupo Mexico told Reuters that with the Cananea mine closed, it
loses almost US$3 million per day.

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 29, 2006, Fitch upgraded the local and foreign currency
Issuer Default Rating assigned to Grupo Mexico, S.A. de C. V. to
'BB+' from 'BB'.  Fitch said the rating outlook is stable.


ICONIX BRAND: Enters Into Five Global License Agreements
--------------------------------------------------------
Iconix Brand Group, Inc. has entered into four separate license
agreements for its London Fog(R), Rampage(R), Op(R), Joe
Boxer(R) and Danskin(R) brands and is expanding its license
agreement for Mossimo(R) in Australia.

The company has entered into an agreement with New Foundations,
a Beijing, China-based real estate development and retail
company granting them a master license for London Fog for all of
Mainland China.  New Foundations will hold an exclusive multi-
year license agreement to manufacture and distribute London Fog
apparel, accessories and lifestyle products in China and plans
to open a network of over 100 London Fog stores and shop-in-
shops across China including a handful of larger flagship stores
in Beijing and Shanghai over the next five years.  Iconix will
work with New Foundations to develop the marketing strategy for
the China market.

The second agreement is with Mint Apparel for a long-term master
license agreement for Op apparel, accessories and lifestyle
products in Europe.  Mint Apparel will distribute the brand
through specialty stores, surf shops and department stores in
Europe.

The company has also entered into an exclusive long-term license
with The Style Company to open stand alone retail stores for
Rampage, Op and Joe Boxer in the Middle East.  The Style Company
plans on rolling out a total of 35 retail stores over the next
five years across the region including fourteen Op, fourteen Joe
Boxer and seven Rampage shops.

Additionally, the company has entered into a license agreement
with Grupo Zipora to manufacture and distribute Danskin in
Mexico.  Danskin will be distributed in Mexico through a dual
brand strategy similar to the brand structure in the U.S., with
Danskin product distributed to specialty stores and department
stores and Danskin Now distributed exclusively through WalMart
Mexico.

Lastly, the company has also expanded the Mossimo Australia
license with Port Melbourne-based Pacific Brands Limited.
Pacific Brands plans to open ten free-standing Mossimo stores
throughout Australia in the next few years.

Neil Cole, Chairman and Chief Executive Officer of Iconix,
stated, "Iconix is committed to exporting our portfolio of
brands around the world and these new agreements represent an
exciting step forward in this initiative.  Each of our new
licensees will be dedicating significant resources to expanding
the Iconix's stable of brands worldwide and we look forward to
working with each one of them.  China is the fastest growing
market in the world and we are excited to announce our first
license agreement in that market with such a powerful partner as
New Foundations.  New Foundations' position in the Chinese Real
Estate market will enable them to quickly develop a retail
network for our brand across China."

                         About Iconix

Based in New York City, Iconix Brand Group Inc. (Nasdaq: ICON) -
- http://www.iconixbrand.com/-- owns fashion brands to retail
distribution from the luxury market.  The company licenses its
brands to retailers and manufacturers worldwide.  The group has
international licensees in Mexico, Japan and the United Kingdom.

                        *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services revised its ratings outlook
on Iconix Brand Group Inc. to negative.  At the same time,
Standard & Poor's assigned its 'B-' debt rating to Iconix's then
proposed US$250 million convertible senior subordinated notes
due 2012.

As reported in the Troubled Company Reporter on June 18, 2007,
Moody's Investors Service affirmed Iconix Brand Group Inc.'s
corporate family rating at B1 and assigned a B3 rating to the
company's then proposed US$250 million convertible senior
subordinated note offering.


KANSAS CITY: CEO Michael Haverty Adopts 10b5-1 Trading Plan
-----------------------------------------------------------
Kansas City Southern's Chairman and Chief Executive Officer,
Michael R. Haverty, as part of his long range estate and
personal financial planning, has adopted a plan in accordance
with Rule 10b5-1 of the Securities Act of 1934 by which he
intends to exercise 549,634 of his employee stock options and
sell the related shares.  The options are scheduled to expire in
July 2010.  The shares subject to the plan represent less than
20% of the shares of KCS common stock owned beneficially by Mr.
Haverty.  The plan calls for the shares to be disposed of
ratably commencing December 2007 and ending March 2009, provided
that a set minimum threshold price per share is met. Similar to
most 10b5-1 trading plans, Mr. Haverty may terminate his plan at
any time during its term.

Rule 10b5-1 permits officers and directors of public companies
to adopt predetermined plans for selling specified amounts of
stock.  The plans may only be entered into when the officer or
director is not in possession of material, nonpublic information
and may be used to gradually diversify investment portfolios
over a period of time.

The transactions under this plan are to be disclosed publicly
through Form 4 and Form 144 filings with the Securities and
Exchange Commission.

Headquartered in Kansas City, Mo., KCS is a transportation
holding company that has railroad investments in the US,
Mexico and Panama.  Its primary U.S. holding includes KCSR,
serving the central and south central U.S.  Its international
holdings include Kansas City Southern de Mexico, serving
northeastern and central Mexico and the port cities of Lazaro
Cardenas, Tampico and Veracruz, and a 50% interest in
Panama Canal Railway Company, providing ocean-to-ocean freight
and passenger service along the Panama Canal.  KCS' North
American rail holdings and strategic alliances are primary
components of a NAFTA Railway system, linking the commercial and
industrial centers of the U.S., Canada and Mexico.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 17, 2007, Fitch Ratings assigned a 'B+' foreign currency
rating and a Recovery Rating of 'RR4' to the US$165 million
senior notes due 2014 to be issued by Kansas City Southern de
Mexico, S.A. de C.V.  The new notes rank pari passu with KCSM's
existing senior unsecured obligations.

Fitch also maintained 'B+' foreign currency ratings and 'RR4'
recovery ratings on KCSM's other outstanding notes:

    -- US$178 million 12.50% senior notes due 2012;
    -- US$460 million 9.375% senior notes due 2012;
    -- US$175 million 7.625% senior notes due 2013.

The proceeds of the proposed new issuance will be used primarily
to pay off the company's outstanding US$178 million 12.50% notes
due 2012.

Fitch also maintained a 'B+' foreign and local currency Issuer
Default Rating for KCSM.  Fitch said the rating outlook for
these ratings is stable.


MAXCOM TELECOM: Moody's Reviews B3 CFR for Possible Upgrade
-----------------------------------------------------------
Moody's Investors Service has placed Maxcom Telecomunicaciones,
S.A. de C.V.'s B3 corporate family rating under review for
possible upgrade due to better operating results and credit
metrics than originally expected by Moody's as well as the
successful completion of the company's recent Initial Public
Offering; net proceeds of US$242 million will be used to boost
capital expenditures for the company's growth strategy, which
involves expanding its network to offer wire line telephony,
data and video services to the medium and low income residential
segment as well as to small and medium sized enterprises.

Approximately US$200 million of debt securities affected.

Issues affected by Moody's action:

-- US$200 million of 11% Senior Unsecured Global Notes due
    2014.

The rating review was prompted by Maxcom's above-expected
performance in terms of revenue growth, margins and credit
metrics.  In the last twelve months, Maxcom's voice lines in
service increased 26% and its client base grew 23%, leading to
46.6% revenue growth in the same period.  Due to this strong
growth, adjusted LTM Total Debt/EBITDA leverage reached 3.8
times as of Sept. 30, 2007, down from 4.4 times in 2006.  In
addition, the company has been able to improve liquidity and
maintain its comfortable maturity schedule.

The IPO proceeds improved the company's liquidity position and
provided funds to finance ongoing significant negative free cash
flow of more than 30% of debt, with capital expenditures
expected to continue to represent more than 40% of revenues in
support of Maxcom's aggressive growth strategy.

During the review, Moody's will principally focus on the
sustainability of Maxcom's business model.  Specifically,
Moody's will analyze i) working capital needs, in light of the
major spike in accounts receivables since the beginning of 2006;
ii) the probability that the company's high level of capital
expenditures will lead to sustainable growth in operating cash
flow and iii) possible consequences of an increasingly
competitive business environment.  Specifically with regard to
the quality of receivables, Moody's will consider the expected
evolution of the Mexican economic environment and its impact on
the income and purchasing power of the company's subscriber base
and target market.


MEGA BRANDS: S&P Places B+ Corp. & Bank Loan Ratings on WatchNeg
----------------------------------------------------------------
Standard & Poor's Ratings Services has placed its 'B+' long-term
corporate credit and bank loan ratings on Montreal-based MEGA
Brands Inc. on CreditWatch with negative implications.  The '3'
recovery rating on the bank loan is unchanged.

The CreditWatch placement reflects S&P's concerns that revenues,
earnings, and credit protection measures at MEGA Brands did not
meet S&P's expectations for the third quarter ended
Sept. 30, 2007, and could remain weaker than expected in the
medium term due to challenges the company faces," said S&P's
credit analyst Lori Harris.

Revenues in third-quarter 2007 declined 9% compared with the
same quarter the previous year because of lower Magnetix product
sales and production delays in Asia.  Reported gross profit
(excluding the CAD20 million noncash inventory revaluation
charge) dropped 38% for the quarter compared with the same
period the previous year due to the reasons cited above as well
as manufacturing inefficiencies and the sale of excess inventory
at a lower gross margin.

For the past two years, the company has been involved in
litigation related to its Magnetix product, which resulted in
product recalls, product replacement, and product liability
settlement expenses.  The charges related to the litigation have
negatively affected the company's debt levels and credit ratios
in a material way.  MEGA Brands has chosen to be self-insured
for Magnetix products manufactured before May 1, 2006, and for
incidents occurring after Dec. 1, 2006, because it viewed the
cost of insurance as prohibitive.  Management's decision to be
self-insured raises uncertainty surrounding the company's
potential exposure to liability claims and MEGA Brands' ability
to financially support these claims without excessively
jeopardizing the business' financial strength.

In addition, the company is involved in litigation with the
former shareholders of Rose Art Industries Inc., concerning
contingent payments related to MEGA Brands' acquisition of the
business in 2005.  An additional US$51 million in accrued
consideration has yet to be paid because MEGA Brands is
disputing the claim.

Key credit measures have weakened considerably in the past
couple of years, including debt to EBITDA of more than 5.0 for
the 12 months ended Sept. 30, 2007.  MEGA Brands was in
compliance with its financial covenants and liquidity remained
adequate for the ratings at Sept. 30, 2007.

S&P will resolve the CreditWatch listing in the very near term
after reviewing Mega Brands' operating, strategic, and financial
plans.

MEGA Brands Inc. -- http://www.megabrands.com/-- (TSE:MB) is a
distributor of construction toys, games & puzzles, arts & crafts
and stationery.  The company is headquartered in Montreal,
Canada and has offices in Belgium, United Kingdom, Germany,
France, Spain, Mexico, and Australia.


MOVIE GALLERY: 8 Landlords Object to Lease Rejection Procedures
---------------------------------------------------------------
Several landlords filed objections to Movie Gallery Inc. and its
debtor-affiliates' proposed lease rejection procedures.

The landlords include:

   (1) Publix Super Markets, Inc.;
   (2) Ronald Pearson;
   (3) Brandon Mall General Partnership;
   (4) Carnegie Management and Development Corporation;
   (5) River Commons Company, Ltd.;
   (6) East Erie Company, Ltd.;
   (7) Lynnwood Tower LLC; and
   (8) Madison Lake Forest LLC

The landlords argue that the procedures are unnecessary and the
Debtors have not demonstrated compelling reasons why they should
be excused from the requirements of a motion pursuant to Section
365 of the Bankruptcy Code, and a notice and a hearing before
rejection of an executory contract or unexpired lease.

The landlords point out that the Debtors have sought to set
lease rejection procedures that include lease rejection dates
that predate the decision of the Court to permit the requested
rejection.  According to the landlords, the proposed procedures
by their terms put the landlords in a position in which they
cannot safely and legally relet the premises, while at the same
time they are not being paid for those premises.

The landlords contend that the proposed procedures conflict with
both the wording and the policy of Section 365 of the Bankruptcy
Code, which has been repeatedly modified to ensure that
landlords keep getting paid until they get their properties
back.

                     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.  James I. Stang, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors
appointed in these bankruptcy cases.

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


MOVIE GALLERY: Committee Opposes Debtors' Pact with Sopris
----------------------------------------------------------
The Official Committee of Unsecured Creditors objects to Movie
Gallery, Inc., and its debtor-affiliates' request to commit to
pay, during the initial days of their bankruptcy cases, expenses
and a "break-up fee" to its largest unsecured creditor, Sopris
Advisors, LLC.

The Debtors sought authority from the U.S. Bankruptcy Court for
the Eastern District of Virginia to perform under the Lock Up,
Voting and Consent Agreement it entered into on Oct. 14, 2007,
with with Sopris Capital Advisors LLC, and with the lenders
holding a majority of the debt under the Second Lien Credit and
Guaranty Agreement.

Sopris holds of majority of the Debtors' 11% senior unsecured
notes due 2012.

Under the agreements, the Holders committed to support the
Debtors' restructuring plans, including an agreement to vote to
accept a plan of reorganization consistent with the Plan Term
Sheet.

Sopris agreed, among others, to:

   (i) convert roughly US$72,000,000, plus accrued interest, in
       second lien debt into equity in the reorganized company;
       and

  (ii) backstop a US$50,000,000 rights offering to be made
       available pro rata to the holders of the 11% Senior
       Notes.

In exchange, the Debtors will pay (i) a commitment fee equal to
2.3% of the US$50,000,000 Rights to be paid in the form of New
MG Common Stock, with the number of shares calculated according
to the Plan Term Sheet, (ii) a termination fee of US$2,000,000
in cash, plus reimbursement of expenses in the event the Debtors
close a merger or consolidation with another entity, and (iii)
expense reimbursements, provided that the reimbursement will not
include any amounts incurred after termination of the Lock Up
Agreement or the Backstop Rights Purchase Agreement.

Initially, the Committee finds that the contemplated plan
dilutes the recovery on unsecured claims by transferring value
in a proposed restructuring to the Debtors' equity holders and
management.

To clarify the observation, the Committee asks the Court to
continue the hearing on the the Debtors' request for
approximately two weeks, allowing the newly-formed Committee a
reasonable opportunity:

   -- to investigate and analyze the contemplated Plan, and

   -- to reach a meaningful negotiation with Sopris,
      notwithstanding the restraints imposed by the Lock-Up
      Agreement.

The Committee contends that as a serious investor, Sopris is
expected to bear, rather than decline, modest delay on the
hearing as to the allowance of reimbursement of their expenses.

In the alternative, the request should be denied as it is of no
legal basis and is not in the best interest of the Debtors'
estates, Brian F. Kenney, Esq., at Pachulski Stang Ziehl &
Jones, in Los Angeles, California, asserts.

The Debtors' request is not in the best interests of the
estates, because it is premature to expend a considerable amount
in conjunction with a contemplated Plan that has not been
finalized, and the Plan's confirmation risk appears to be
material, Mr. Kenney says.

Mr. Kenney maintains that the contemplated Plan, seeking to
provide for the transfer of equity from unsecured creditors to
Debtors' management and equity holders through the Lock-Up
Agreement, will directly injure the unsecured creditors.

Moreover, the Debtors' proposal to reimburse and indemnify the
largest creditor in the Chapter 11 cases, as its incentive to
pursue a contemplated Plan, did not gain the support of other
unsecured creditors, and has not been reduced to a complete
Plan, Mr. Kenney notes.

The Committee also argues that Sopris' reimbursement, and the
Lock-Up Agreement are not intended to induce bidding,
irrespective of context of Section 363 of the Bankruptcy Code,
which generally holds that break-up fees are appropriate only
otherwise.

                     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.  James I. Stang, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors
appointed in these bankruptcy cases.

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


MOVIE GALLERY: Landlords & Committee Object to US$150MM DIP Loan
----------------------------------------------------------------
A substantial number of landlords and the Official Committee of
Unsecured Creditors appointed in Movie Gallery Inc. and its
debtor-affiliates' bankruptcy cases objected to some provisions
provided by the Debtors' US$150 million debtor-in-possession
financing agreement.

As reported in the Troubled Company Reporter on Oct. 22, 2007,
the Honorable Douglas O. Tice, Jr. of the U.S. Bankruptcy Court
for the Eastern District of Virginia gave interim authority to
the Debtors to borrow up to US$140,000,000 of their lenders' DIP
Credit Facility.

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.

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

                         Objections

(1) Landlords

Fifty-three landlords oppose the postpetition financing
provisions proposed by Movie Gallery, Inc.'s and its debtor
affiliates.  The Landlords include:

   -- SEMLAK, LLC; Imperial 1999, LP, Century Associates;
      Auburndale, LLC and Cedav Associates; Widewaters
      Connellsville Company, LLC; Widewaters Garner Company,
      LLC; Widewaters Uniontown Company, LLC; Princeton (East
      River) WMS, LLC; Pocomoke (East Town) WMG, LLC; Bluefield
      (Ridgeview) WMS, LLC; Lexington (East Towne) WMB, LLC;

   -- McLaren Investments, LLC, as assignee from Ferrari
      Investments, LLC;

   -- Inland Southwest Management LLC; Inland American Retail
      Management LLC; Inland US Management LLC; Inland Pacific
      Property Services LLC; Inland Continental Property
      Management Corp.; and Inland Commercial Property
      Management, Inc.;

   -- The Macerich Company, RREEF Management Company, West
      Valley Properties; Westwood Financial Corporation; Watt
      Management Company, Sywest Development; Primestor Los
      Jardines, LLC; J.H. Snyder Company; Sol Hoff Company, LLC;
      and Beverly Wilcox Properties, LLC;

   -- DG Development Properties, Inc., Robbins Center, LLC and
      Mocksville Op, LLC;

   -- Bowling Green Plaza, LLC; Courthouse Ventures, LLC;
      Madison Plaza, LLC, Kilmarnock Partners Limited
      Partnership; the Estate of Rowland C. Cobb; PKS
      Development, Inc.; and Clinton Parkway Center, LLC;

   -- M&L Investment Properties, LLC;

   -- 255 Mall LLC; Hampton Village Associates LLC; and BLDG-ICS
      Olney Inc.; and

   -- Aronov Realty Management; Centro Properties Group;
      Developers Diversified Realty Corporation; Federal
      Realty Investment Trust; General Growth Management, Inc.;
      Levin Management Corporation; The Morris Companies
      Affiliates; and Regency Centers L.P.;

   -- GE Commercial Finance Business Property Corporation;

   -- F.I. Mentor Commons, Ltd.; and

   -- Weingarten Realty Investors; RMC Property Group; BC Wood
      Properties LLC; Basser Kaufman, LTD.; KIMCO Realty
      Corporation and Gibraltar Management, and 53 other
      landlords.

The Landlords maintain that while the Court authorizes the
Debtors to pledge or otherwise grant a security interest or
a lien on, sell, assign or otherwise transfer the Debtors'
interests in the leases to the DIP lenders, the lenders did not
have prepetition rights to the leases and may not obtain the
same rights through the Debtors' cases.

According to the Landlords, it is not unusual for DIP lenders to
require liens on a Debtor's real property leases, but the liens
are normally limited to only the proceeds of the Debtor's
leasehold interests and do not extend to the leasehold interests
themselves.  The proposed direct lien on the Debtors' leasehold
interests in the leases, if allowed, will circumvent critical
protections granted to shopping center landlords granted
accordingly by Section 365 of the Bankruptcy Code.

Moreover, the Landlords point out that Section 365(b)(3) of the
Bankruptcy Code requires that the lease assumption or assignment
should be subject to all provisions of the lease.  The
negotiated terms binding the Debtors' lease transactions with
the landlords do not permit the Debtors to grant their DIP
lenders with security interest in the leases.

Thus, the Landlords find that Debtors' attempt to secure liens
against, and designate assumptions on nonresidential real
property leases as to the DIP lenders, is invalid and improperly
compromises contractual protections afforded to landlords.

In addition, the landlords point out that the Debtors' DIP
financing, which was given interim approval, provides that the
lenders, upon loan default by the Debtors, are awarded the
automatic relief from stay.  The objecting parties protest that
the relief is not afforded in the same manner to the landlords.

The Landlords also express disagreement to the Court's allowance
of the lenders to enter and occupy the leases in the event of a
default (i) without the lenders bearing full financial
responsibility for all charges upon possession of the leased
premises, and (ii) without reasonable notice allowing any party-
in-interest to raise objections.  Further, the Court allows the
lenders "to file and pursue . . . any motion or other
appropriate pleading . . . seeking the assumption, assignment or
rejection of such of the leases with respect to the leasehold
property as DIP Lenders".

The Landlords hold that the provision is irrespective of Section
365, which provides that the Debtors, or a trustee if appointed,
are the only parties that may move to assume or reject the
leases.

Accordingly, the objecting Landlords ask the Court to reject in
finality the Debtors' request.  In the alternative, the
Landlords call for modified DIP financing provisions with due
consideration to the issues raised.

A complete list of the 53 landlords is available at no charge
at:

              http://researcharchives.com/t/s?2521/

(2) Unsecured Creditors Committee

The Committee finds that the Court's interim approval of the
Debtor's DIP financing is not in the best interest of the
general creditor body.

The Committee points out that it was afforded neither the
relevant information nor the necessary amount of time to obtain
information, to fully review and comprehend the impacts of the
DIP proposal.

Proposed co-counsel for the Committee, Brian F. Kenney, Esq., at
Miles & Stockbridge, P.C., in McLean, Virginia, maintains that
affording avoidance actions rights to DIP and existing lenders,
is invalid, because the existing lenders (i) need a going-on
concern as much as the unsecured creditors; and (ii) have
already used a considerable part of the DIP loan to refinance
their existing debt into an administrative claim.

As such, he says, the Committee suggests that there should be a
carve-out for avoidance claims and their proceeds, including
preserved liens, from the liens and super-priority claims of the
DIP and existing lenders.

Moreover, the Committee finds that entitling the lenders to all
Chapter 11 process benefits while escaping the analogous costs,
is simply inappropriate.

Mr. Kenney notes that the Debtors provide for the liens of
existing secured indebtedness to be validated as non-avoidable
in all respects and oversecured.  As this is inappropriate, he
says, the Court must:

   -- make it clear that all prepetition, secured claims are
      subject to characterizations as unsecured, depending on a
      later value determination, and regardless of the
      validation provision;

   -- modify the provision on validity to give the Committee
      standing to bring any claims it uncovers; and

   -- modify the challenge period to from 75 days to 120 days,
      affording the Committee ample time to review the extensive
      documentation.

Moreover, while the automatic stay is deemed lifted upon a
default to permit the enforcement by DIP lenders, the provisions
do not include the procedures to challenge the lenders'
assertion of a default, Mr. Kenney asserts.

The lenders are also afforded adequate protection "for, and
solely to the extent of, any diminution in value of existing
lenders' interest in the existing collateral resulting from the
(i) priming of their liens . . .", which the Committee finds
inappropriate to the extent priming loans repay priming
indebtedness, without resulting in a diminution of the existing
lenders interests.

Mr. Kenney further tells the Court that the Debtors' request
exceeds the limits of the available relief with respect to the
provisions that:

   * afford the DIP lenders rights to file motions and conduct
     sales as if they were a Debtor or a Trustee;

   * grant the DIP lenders leasehold mortgages even as to leases
     that would have no value to them, creating an incurable
     default precluding assumption and assignment;

   * allow the DIP lenders to continue occupancy of the Debtors'
     premises while paying only limited expenses incurred;

   * forbid the Debtors from rejecting leases, owing to the
     requirement that the Debtors may not "sell, transfer,
     lease, encumber, or otherwise dispose of any portion of the
     collateral," which constitutes a default; and

   * include a waiver of the Debtors' and its estates' ability
     to surcharge the existing, and DIP lenders' collateral,
     under Section 506(c) of the Bankruptcy Code, but without a
     justification from the lenders.

The Committee holds that the non-workable professional fee
carve-out of US$7,000,000 plus approved, pre-triggered notice
incurred fees and expenses (i) has no apparent funding source,
and (ii) risks a premature depletion, which can be prevented by
a provision making the sending of a carve-out trigger notice
simultaneous with a final termination of the Debtors' DIP
financing, and the lenders' exercise of remedies.

Mr. Kenney further stresses the need to modify to certain
financing procedures and conditions, including:

   (a) no reconsiderations or appeals as to the final Court
       order can be pending, even if it is not stayed;

   (b) procedures for obtaining the consent to the lenders
       should be made workable;

   (c) the DIP Agreement default arising from the entry of, or
       the Debtors' failure to oppose, any "adverse" Order must
       be eliminated; and

   (d) the default entry for a judgment on the Debtors
       postpetition debt of over US$2,500,000 must be
       conditioned upon there being a material adverse effect
       arising from it.

Even in the Court's final judgment, no final closing may occur
and a default arises if the Debtors fail to obtain a credit
rating for the DIP, which, the Committee finds, is a complete
uncertainty.

In sum, the Committee submits that the Debtors' DIP financing
request is overreaching and should not be approved in its
present form.

                Landlords Withdraw Objections

These Landlords have withdrawn their objections to the Debtors'
DIP Financing Request:

   * SEMLAK, LLC
   * Imperial 1999, LP
   * Century Associates Auburndale, LLC
   * Cedav Associates
   * Widewaters Connellsville Company,LLC
   * Widewaters Garner Company, LLC
   * Widewaters Uniontown Company, LLC
   * Princeton(East River) WMS, LLC
   * Pocomoke (East Town) WMG, LLC
   * Bluefield (Ridgeview) WMS, LLC
   * Lexington (East Towne) WMB, LLC

Judge Tice has adjourned the final hearing the Debtors' request
to Nov. 14, 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.  James I. Stang, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors
appointed in these bankruptcy cases.

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


OPEN TEXT: Moody's Affirms Low B Ratings with Positive Outlook
--------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family
rating and Ba3 senior secured bank facilities of Open Text Corp.
while revising the outlook to positive.  The outlook revision
reflects the company's positive operating trends, its successful
integration of the Hummingbird acquisition and its success in
reducing debt ahead of plan.

Factors that could change the ratings up include: 1) continued
revenue growth driven by new license sales as a result of better
cross-selling into its installed customer base and improved
traction with strategic partners such as SAP, Microsoft, and
Accenture, 2) stability in operating margins, and 3) sustained
free cash flow generation.  Open Text will need to demonstrate
that its current level of margins and cash flows are sustainable
and that it can continue to generate synergies from the
Hummingbird acquisition.  Moody's also expects the company to
maintain fiscal discipline that will further reduce debt as
currently planned.

Since Moody's first assigned a B1 CFR to Open Text in September
2006 at the time of the Hummingbird acquisition, the company has
demonstrated good revenue growth throughout combined product
offerings.  Moody's believes that Open Text is well positioned
to grow its installed base over the intermediate term.
Consistent and well managed operating expenses, partly arising
from cost synergies achieved, have contributed to operating
margins remaining in the 10%+ range. Importantly, the company
has accelerated the reduction of secured debt in its capital
structure to US$330 million, down from over US$390 million at
March 2007.  The debt paydown has reduced leverage to about 2.4
times on a Moody's adjusted basis.

Liquidity remains solid, with cash balances of US$150 million at
September 2007 plus access to an unused US$75 million secured
revolving credit facility, for which covenant room is expected
to remain ample.  Combined with Moody's expectations of stable
to improving annual free cash flow (US$130 million on a Moody's
adjusted basis for the latest twelve months ended
Sept. 30, 2007), Open Text is well positioned to further de-
leveraged over the next year.

Headquartered in Waterloo, Ontario, Open Text Corp. (NASDAQ:
OTEX, TSX: OTC) -- http://www.opentext.com/-- provides
Enterprise Content Management solutions that bring together
people, processes and information in global organizations.  The
company supports approximately 20 million seats across 13,000
deployments in 114 countries and 12 languages worldwide.  It has
a field office in Mexico.


QUAKER FABRIC: Wants To Reject Leases Under Gordon Pact
-------------------------------------------------------
Quaker Fabric Corp. and Quaker Fabric Corporation of Fall River
ask authority from the U.S. Bankruptcy Court for the District of
Delaware to reject certain unexpired equipment and real property
leases, nunc pro tunc to each leases' respective date of
rejection.

A list of these real property leases and unexpired equipment can
be obtained at http://researcharchives.com/t/s?251f

By way of an auction, the Debtors sold substantially all of
their assets to Gordon Brothers Group, LLC including the right
to designate the buyer for certain percels of real property and
leases for approximately $27 million.  Pursuant to the rights,
Gordon Brothers has the exclusive right to market and direct the
disposition of leases and to designate the ultimate assignee of
all the Debtors' right, title and interest in and to such
leases.  In addition, Gordon Brothers has the right to
discontinue its efforts to market and attempt to sell any such
leases and to remove itself from liability with respect to the
leases.

On Oct. 15, 2007, Gordon Brothers delivered to the Debtors a
notice that Gordon had exercised its rights with respect to the
leases to the Debtors' Los Angeles, California warehouse, and
the Debtors' Highpoint warehouse in Thomasville, North Carolina.

The Debtors tell the Court that rejection of the leases is in
the best interests of their creditors and estates, since the
Debtors have ceased their operations prior to their bankruptcy
filing.

                     About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and
spun products for use in the production of its fabrics, as well
as for sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr.
D. Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer
Cutler Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at
Young Conaway Stargatt & Taylor LLP are co-counsels to the
Debtors.  Epiq Bankruptcy Solutions is the Debtors' claims
agent.  The Official Committee of Unsecured Creditors has
selected Shumaker, Loop & Kendrick, LLP, as its bankruptcy
counsel and Benesch, Friedlander, Coplan & Aronoff, LLP, as co-
counsel.

The Debtors' schedules reflect total assets of US$41,375,191 and
total liabilities of US$54,435,354.


QUEBECOR WORLD: Paying Preferred Shares Dividends on Dec. 1
-----------------------------------------------------------
The board of directors of Quebecor World Inc. declared a
dividend of CDN$0.3845 per share on Series 3 Preferred Shares
and CDN$0.43125 on Series 5 Preferred Shares.  The dividends are
payable on Dec. 1, 2007 to shareholders of record at the close
of business on Nov. 19, 2007.

Headquartered in Montreal, Quebec, Canada, Quebecor World Inc.
(TSX: IQW) (NYSE: IQW) -- http://www.quebecorworld.com/--
provides marketing and advertising solutions to leading
retailers, catalogers, branded-goods companies and other
businesses with marketing and advertising activities, as well as
complete, full-service print solutions for publishers.  The
company's major product categories include advertising inserts
and circulars, catalogs, direct mail products, magazines, books,
directories, digital premedia, logistics, mail list technologies
and other value-added services.  Quebecor World has
approximately 27,500 employees working in more than 120 printing
and related facilities in the United States, Canada, Argentina,
Austria, Belgium, Brazil, Chile, Colombia, Finland, France,
India, Mexico, Peru, Spain, Sweden, Switzerland and the United
Kingdom.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 31, 2007, Standard & Poor's Ratings Services lowered its
long-term corporate credit rating to 'B' from 'B+' ratings on
Quebecor World Inc.

Moody's Investors Service downgraded Quebecor World Inc.'s
corporate family rating to B3 from B2 and the senior unsecured
ratings for subsidiary companies, Quebecor World Capital
Corporation and Quebecor World Capital ULC, also to B3 from B2.


QUEBECOR WORLD: Posts US$315 Mil. Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Quebecor World Inc. reported a net loss of US$315 million from
continuing operations compared to net income of US$19 million in
the third quarter of 2006.

Third quarter 2007 results incorporated an impairment of assets,
restructuring and other charges and a goodwill impairment
charge, net of income taxes, of US$272 million, compared with
US$10 million in 2006 which resulted in a non-cash impact mainly
due to the European transaction.

Considering the transaction and evaluation of the company's
European operations, Quebecor World incurred a non-cash goodwill
impairment charge of US$166 million, US$159 million net of
taxes.  In addition, because of the European transaction with
RSDB and because of the retooling plan and the relocation of
existing assets in North America, impairment tests were
triggered that resulted in an impairment of assets restructuring
and other charges of US$133 million, US$113 million net of taxes
of which US$128 million was a non-cash impairment of long-lived
assets.

For the first nine months of 2007, Quebecor World reported a net
loss from continuing operations of US$374 million compared to
net income from continuing operations of US$19 million for the
same period in 2006.  The results for the first nine months of
2007 included impairment of assets, restructuring, and other
charges and goodwill impairment of US$321 million compared to
US$54 million in 2006 which resulted in a non-cash impact mainly
due to the European transaction.

Adjusted operating income in the first nine months of 2007 was
US$88 million compared to US$167 million in 2006.  This decrease
reflects lower revenues from plant closures, and restructuring
programs well as the effect of the poor European market
conditions, which offset the increased profits in divisions
where the retooling has already been completed, such as the U.S.
Book and Magazines Divisions.

"Our overall third quarter financial results are disappointing,
but we are achieving three key milestones in the third quarter
to turn around our business and to grow earnings and cash flow:

   (1) sale/merger of the company's European business;

   (2) refinancing the company's balance sheet; and

   (3) completion of the 3-year retooling of the company's
       plants.

"We firmly believe that the sale/merger of our European platform
combined with other initiatives will strengthen our balance
sheet, give us additional financial flexibility and allow us to
focus on our core business in the America's," Wes Lucas,
president and CEO, Quebecor World, said.  "Now that our three-
year retooling program is completed, we will concentrate on
maximizing our cash flow, optimize the value of our asset base,
reduce costs and further develop value-added initiatives to
ensure we succeed in the marketplace by providing our customers
with the best solutions."

Quebecor World disclosed a full repurchase of its 8.42%, 8.52%,
8.54% and 8.69% Private Notes.  Other initiatives are planned to
further strengthen the balance sheet.

At Sept. 30, 2007, the company's balance sheet showed total
assets of US$ 5.6 billion, total liabilities of US$4.2 billion
and total shareholders' equity of US$1.4 billion.

                    About Quebecor World

Headquartered in Montreal, Quebec, Canada, Quebecor World Inc.
(TSX: IQW) (NYSE: IQW) -- http://www.quebecorworld.com/--
provides marketing and advertising solutions to leading
retailers, catalogers, branded-goods companies and other
businesses with marketing and advertising activities, as well as
complete, full-service print solutions for publishers.  The
company's major product categories include advertising inserts
and circulars, catalogs, direct mail products, magazines, books,
directories, digital premedia, logistics, mail list technologies
and other value-added services.  Quebecor World has
approximately 27,500 employees working in more than 120 printing
and related facilities in the United States, Canada, Argentina,
Austria, Belgium, Brazil, Chile, Colombia, Finland, France,
India, Mexico, Peru, Spain, Sweden, Switzerland and the United
Kingdom.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 31, 2007, Standard & Poor's Ratings Services lowered its
long-term corporate credit rating to 'B' from 'B+' ratings on
Quebecor World Inc.

Moody's Investors Service downgraded Quebecor World Inc.'s
corporate family rating to B3 from B2 and the senior unsecured
ratings for subsidiary companies, Quebecor World Capital
Corporation and Quebecor World Capital ULC, also to B3 from B2.


TRIMAS CORP: Operating Profit Up 6.1% to US$27.3MM in Third Qtr.
----------------------------------------------------------------
TriMas Corporation has announced financial results for the
quarter ended Sept. 30, 2007.  Sales and earnings performance
for the quarter ended Sept. 30, 2007 represented a third quarter
record for the company.

                  Third Quarter Highlights

          -- Sales for the third quarter were up 7.2% to
             US$262.2 million, as compared to US$244.6 million
             in the third quarter of 2006.

          -- Operating profit improved 6.1% to US$27.3 million,
             as compared to US$25.7 million in the third quarter
             of 2006.

          -- Adjusted EBITDAfrom continuing operations for
             third quarter 2007 increased 8.4% to US$37.1
             million, as compared to US$34.2 million in the
             third quarter of 2006.

          -- Income from continuing operations increased to
             US$6.6 million, or US$0.20 per share on a fully-
             diluted basis, as compared to a loss from
             continuing operations of US$2.3 million, or US$0.11
             per share on a fully-diluted basis in third quarter
             2006.  The results from third quarter 2006 included
             a non-cash, after-tax charge of US$5.4 million, or
             US$0.26 per share, related to the company's
             successful refinancing of its bank debt.

"The third quarter of 2007 represents the eighth consecutive
quarter of improved year-over-year operating performance," said
Grant Beard, TriMas' President and Chief Executive Officer.
"With 7.2% sales growth for the quarter, we are seeing the
positive results of our growth strategies and our business model
as a diversified industrial company.  Industrial Specialties
continued its strong performance as sales and operating profit
increased 22.3% and 19.8%, respectively, compared to the year
ago period as this segment benefited from product expansion and
market share gains.  We are also pleased with the quarterly
performance of our RV & Trailer Products and Recreational
Accessories business segments which increased both sales and
operating profit against a back drop of weak end markets."

Mr. Beard continued, "While we are feeling the impact of the
recent challenges facing some of the end markets of our
Packaging Systems and Energy Products business segments, we
still firmly believe in the long-term growth prospects for these
segments.  We will continue to drive organic growth through new
product development and international expansion initiatives,
while continuing to focus on improving our operational
efficiency."

               Third Quarter Segment Results

Packaging Systems

Sales decreased 3.1% primarily due to reduced sales of the core
industrial closure products resulting from lower end market
demand in portions of the industrial chemical, paint and
construction markets.  Overall, this product group's margins
exceed the margins of the tapes, laminates and consumer
dispensing products, which experienced relatively flat sales in
the quarter.  Operating profit declined due to the decrease in
sales levels, increases in steel and resin costs not able to be
recovered from customers and additional labor, overhead and
selling costs associated with new product growth initiatives.
The company is focused on developing specialty product
applications for growing end markets and expanding
geographically to generate long-term growth, while recovering
increases in raw material costs in the near-term.

Energy Products

Sales increased 4.8% due to continued strong growth of specialty
gasket sales to the refinery and petrochemical industries.  The
increase in gasket sales was partially offset by a decline in
the sales of compressor engines and repair parts resulting from
the lower levels of natural gas drilling activity in Western
Canada.  Operating profit declined primarily due to the change
in product sales mix, specifically volume declines in the engine
and repair parts business.  While the timing of the recovery of
the natural gas market in Canada remains uncertain, the company
plans to continue to launch new products to complement its
engine business, while expanding its gasket business
internationally.

Industrial Specialties

Sales increased 22.3% due to continued strong market demand and
product expansion in the company's aerospace fastener,
industrial cylinder, defense and precision cutting tool
businesses.  The segment also benefited from the August 2007
acquisition of a medical device manufacturer.  Operating profit
increased in line with revenue growth.  The company plans to
leverage its successful growth strategies by continuing to
develop specialty products for growing end markets and expand
international sales efforts.

RV & Trailer Products

Sales increased 6.0% primarily due to new product sales in the
electrical products business, partially offset by weak end
market demand in the trailer products business. Operating profit
improved due to the increased sales of electrical products and
margin improvement in the company's Australian business.  The
company's focus is to continue to leverage strong brand
positions for increased market share, cross-sell the product
portfolio into all channels and expand internationally, while
continuing to proactively manage costs and operational
efficiency.

Recreational Accessories

Sales increased 7.4% due to the introduction of new programs and
market share gains, despite a weak end market.  Operating profit
continued to improve as a result of full run-rate savings from
sourcing initiatives and productivity improvements implemented
throughout 2006.  The company plans to continue to increase
market share in the United States and Canada and pursue new
market opportunities in select international markets.

                      Financial Position

TriMas ended the quarter with total debt of US$624.5 million and
funding under receivables securitization of US$44.3 million for
a total of US$668.8 million.  Total debt and receivables
securitization decreased by US$85.4 million when compared to the
year ago period, due primarily to the retirement of US$100
million face value of senior subordinated notes with proceeds
from the company's Initial Public Offering in the second quarter
of 2007.  TriMas ended the quarter with cash of US$4.2 million
and US$112.5 million of availability under its existing
revolving credit and receivables securitization facilities.

                        Acquisitions

On Aug. 1, 2007, TriMas acquired DEW Technologies, Inc., a
manufacturer of specialty; high-precision spinal and trauma
implant products serving the orthopedic device industry. The
addition of DEW Technologies provides the company access to new
markets and broadens its product portfolio into the medical
industry, a market with significant growth opportunities.  DEW
Technologies operates as part of the Industrial Specialties
business segment.  On July 12, 2007, the company also acquired
the "Fifth Gear" product line from Quest Technologies LLC to
complement the Recreational Accessories segment's product
portfolio, targeting the recreational vehicle market.

                  Manufacturing Consolidation

As previously announced on Oct. 4, 2007, TriMas plans to close
its Huntsville, Ontario, Canada plant that manufactures trailer
hitches and related accessories for the automobile and light-
duty truck aftermarket.  The Huntsville plant operations,
included in the Recreational Accessories business segment, will
be phased out by December 2007 and consolidated into the
company's Goshen, Indiana facility.  This action, which was
enabled by significant productivity gains at the Goshen
facility, is expected to result in annual pre-tax savings of
approximately US$2 to US$3 million.  TriMas will record an
estimated pre-tax charge of approximately US$11 million, of
which US$10 million will be recognized in the fourth quarter of
2007, when management approved this action.  The remaining
amount will be recognized in 2008.  Approximately US$4 million
of the fourth quarter 2007 charge will represent non- cash
charges related to accelerated depreciation on property and
equipment.

                           Outlook

In its Aug. 2, 2007 second quarter earnings release, TriMas
provided full year 2007 Adjusted EBITDA from continuing
operations guidance of US$148 million to US$156 million,
compared to US$138 million in Adjusted EBITDA from continuing
operations earned in 2006.  This range excludes approximately
US$14 million of costs and expenses related to the use of IPO
proceeds and the estimated fourth quarter charges associated
with the Huntsville plant closure.

As a result of weakness in certain end markets, most notably the
paint and construction industries, and continued low levels of
natural gas drilling activity in Western Canada, the company now
expects to be at the low-end of the previously disclosed
Adjusted EBITDA from continuing operations range of US$148
million to US$156 million.

                         About Trimas

Headquartered in Bloomfield Hills, Michigan, TriMas Corporation
(NYSE:TRS) -- http://www.trimascorp.com/-- is a diversified
growth company of high-end, specialty niche businesses
manufacturing a variety of products for commercial, industrial
and consumer markets worldwide.  TriMas Corporation is organized
into five strategic business groups: Packaging Systems, Energy
Products, Industrial Specialties, RV & Trailer Products, and
Recreational Accessories.  TriMas Corporation has nearly 5,000
employees at 80 different facilities in 10 countries.  The
company has manufacturing facilities in Indiana, Mexico,
England, Germany, Italy, and China.

                        *     *     *

As reported on May 28, 2007, Standard & Poor's Ratings Services
raised its ratings on Bloomfield Hills, Michigan-based TriMas
Corp., including its corporate credit rating, which goes to 'B+'
from 'B'.

At the same time, all ratings were removed from CreditWatch,
where they were placed with positive implications on
Aug. 4, 2006, following the company's announcement that it had
filed a registration statement for an IPO.  S&P said the outlook
is stable.


VWR INT'L: Acquires Omnilabo International B.V. of Netherlands
--------------------------------------------------------------
VWR International, LLC, has acquired Omnilabo International
B.V., a Netherlands-based laboratory supply distributor.
Omnilabo International has 42 employees based in the Netherlands
and Belgium.

Manuel Brocke-Benz, Senior Vice President and Managing Director
of VWR's European Operations, said, "The acquisition of Omnilabo
is a great fit with our Dutch and European distribution
operations.  Omnilabo is recognized for its considerable
expertise in the clinical and laboratory consumables segments,
among other areas, which complements our distribution coverage
in the Netherlands, Belgium and throughout Europe.  We are very
pleased and excited to expand our team with a group of very
talented associates who we expect will make an immediate impact
on future growth."

               About Omnilabo International B.V.

Located in Breda, Netherlands, Omnilabo was founded in 1979 in
the Netherlands and since 2003 has been owned by Nimbus, a Dutch
private equity firm.  The business has been engaged throughout
its history in the distribution of laboratory and clinical
consumables, life science reagents and chromatography products.
Omnilabo offers a strong, recognized brand name among
healthcare, environmental and industrial scientific customers,
in both the public and private sectors.  Omnilabo offers a wide
portfolio of value-added services in addition to distribution of
products and prides itself on its value proposition of providing
a "Flexible, Reliable and Personal" service to its customers.

                 About VWR International, LLC

Headquartered in West Chester, Pennsylvania, VWR International,
-- http://www.vwr.com-- is engaged in the distribution of
scientific products.  It serves more than 250,000 customers in
the life science, industrial, governmental, health care and
educational markets, and also offers Production Supplies and
Services for electronic and pharmaceutical production.  The
company offers more than 750,000 products, from more than 5,000
manufacturers, to over 250,000 customers throughout North
America, Austria, Mexico and China.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 12, 2007, Standard & Poor's Ratings Services affirmed its
'B' corporate credit rating on VWR International Inc. and
removed it from CreditWatch, where it had been placed with
negative implications on May 3, 2007.  S&P said the outlook is
stable.




===========
P A N A M A
===========


CHIQUITA BRANDS: Posts US$28 Mln Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
Chiquita Brands International Inc. released financial and
operating results for the third quarter 2007.  Third quarter net
sales increased 3% to US$1.1 billion, and the company reported a
net loss of US$28 million, including a charge of US$4 million
related to a previously announced downsizing in Chile.  The
company reported a net loss of US$96 million, including a
noncash charge of US$43 million in the year-ago period.

"As we had anticipated, our third quarter, excluding charges,
showed a modest improvement in year-over-year operating
results," said Fernando Aguirre, chairman and chief executive
officer.  "While we continue to face rising industry costs and
other market challenges, we expect to deliver further year-over-
year progress in operating results in the fourth quarter and in
the year ahead.  The banana-pricing environment in Europe
stabilized earlier in the year and improved in the third
quarter, particularly in the aftermath of industry supply
disruptions caused by Hurricane Dean.  In addition, our value-
added salads business showed significant year-on-year recovery
in the third quarter, which we expect to continue in the fourth
quarter and in 2008."

Mr. Aguirre added, "Last week, we announced a business
restructuring designed to improve our profitability by
consolidating operations and simplifying our overhead structure
to enhance efficiency, stimulate innovation and further focus on
customers and consumers.  In addition to new, sustainable cost
reductions of approximately US$60-80 million beginning in 2008,
the changes will result in fewer layers of management, faster
decisions and better accountability.  Also, we will drive
greater integration and efficiency across business units and
geographies, resulting in one face to customers, one global
supply chain from seed to shelf, and one global innovation
program with targeted priorities and better execution.  Taken
together, I am confident these actions will strengthen our long-
term market position and enhance our ability to achieve
sustainable, profitable growth."

                   Business Restructuring

On Oct. 29, 2007, Chiquita outlined a restructuring plan and
management changes designed to accelerate its previously
announced strategy to become the global leader in healthy, fresh
foods.  This business restructuring is designed to improve the
company's profitability by consolidating operations and
simplifying its overhead structure to improve efficiency,
stimulate innovation and further enhance focus on customers and
consumers.

As a result of these changes, the company expects to generate
new, sustainable cost reductions of approximately US$60-80
million annually, beginning in 2008, after a one-time charge of
approximately US$25 million in the fourth quarter 2007 related
to severance costs and certain asset write-downs.  Realized
savings will improve profitability, and resulting additional
cash flow will be used primarily to reduce debt, consistent with
the company's target to achieve a debt-to-capital ratio of 40%.

                       About Chiquita

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
Belgium, Columbia, Germany, Panama, Philippines, among others.

                        *     *     *

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) USUS$250
million 7.5% senior unsecured notes due 2014 at Caa2 (LGD5,
89%); and (iv) USUS$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 USUS$1.3 billion as of March 31, 2007.




=======
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* PERU: Auto Companies Salute Free Trade Agreement
--------------------------------------------------
The Automotive Trade Policy Council and its member companies
-- Chrysler LLC, Ford Motor Company, and General Motors
Corporation -- congratulate the House of Representatives on
successful passage of the US-Peru Free Trade Agreement.

"The passage by the U.S. House of Representatives of the US-Peru
Free Trade Agreement is a win-win for Peru and the US," said
Stephen J. Collins, ATPC President.  "We look forward to
improving trade between our two markets.  Implementing a free
trade agreement with Peru will stimulate local market vehicle
sales there, both by contributing to improved economic growth
and by increasing the attractiveness of US-sourced vehicles."

The Automotive Trade Policy Council Inc. (ATPC) --
http://www.autotradecouncil.org./-- is a Washington, D.C.-
based non profit trade association that represents the common
international economic, trade and investment interests of its
member companies: Chrysler Corporation, Ford Motor Company and
General Motors Corporation.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 2, 2007, Standard & Poor's Ratings Services assigned its
'BB+' foreign currency credit rating to the Republic of Peru's
(BB+/Stable/B foreign, BBB-/Stable/A-3 local currency sovereign
credit ratings) US$1.24 billion global bond due in 2037 issued
as part of a new liability management operation.




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


ADVANCED AUTO: Board Declares Six Cents Per Share Dividend
----------------------------------------------------------
Advance Auto Parts Inc.'s Board of Directors declared a regular
quarterly cash dividend of six cents per share to be paid on
Jan. 4, 2008, to stockholders of record as of Dec. 21, 2007.

Headquartered in Roanoke, Va., Advance Auto Parts (NYSE: AAP)
-- http://www.advanceautoparts.com/-- is the second-largest
retailer of automotive aftermarket parts, accessories,
batteries, and maintenance items in the United States, based on
store count and sales.  As of April 22, 2006, the Company
operated 2,927 stores in 40 states, Puerto Rico, and the Virgin
Islands.  The Company serves both the do-it-yourself and
professional installer markets.

                        *     *     *

As reported in the Troubled Company Reporter on April 3, 2007,
Standard & Poor's Ratings Services revised its outlook on auto
parts retailer Advance Auto Parts Inc. to stable from positive,
reflecting soft same-store sales growth and a retrenchment in
capital spending that may slow progress.  All ratings on
the company, including the 'BB+' corporate credit rating, were
affirmed.

As reported in the Troubled Company Reporter on Jan. 3, 2007,
Moody's Investors Service downgraded the speculative grade
liquidity rating of Advance Auto Parts, Inc. to SGL-2 from
SGL-1, affirmed its Ba1 corporate family rating, and upgraded
its probability of default rating to Ba1 from Ba2.  Moody's says
the outlook on its long-term ratings remains positive.


APARTMENT INVESTMENT: Posts US$2.3 Mil. Third Quarter Net Loss
--------------------------------------------------------------
Apartment Investment and Management Company has announced third
quarter 2007 results including:

                 Summary of Financial Results

-- Net loss for the quarter of US$2.3 million decreased US$22.6
   million from a net loss of US$24.9 million in the third
   quarter 2006.  Higher results in the third quarter 2007
   resulted from various items including: a change in
   accounting for tax credit arrangements in the third quarter
   2006, which resulted in a non-recurring charge to earnings of
   US$14.4 million, higher property net operating income of
   US$3.9 million, and lower general and administrative expenses
   of US$3.1 million.  Earnings per share was a loss of US$0.22
   on a diluted basis, compared with a loss of US$0.48 in the
   third quarter 2006.

-- Funds from operations (diluted) is a non-GAAP financial
   measure defined in the glossary in the Supplemental
   Information.  FFO calculated in accordance with the
   definition prescribed by the National Association of Real
   Estate Investment Trusts was US$80.2 million compared with
   US$74.3 million in the third quarter 2006.  FFO per share
   increased 12% from US$0.74 in the third quarter 2006 to
   US$0.83 in the third quarter 2007.  FFO before impairment and
   preferred redemption charges was US$0.86 per share, which was
   US$0.04 above the mid-\point of guidance due to several items
   including:  higher transactional income related to the
   termination of the Flamingo option agreement, higher promote
   income, and lower general and administrative expenses.  These
   positive variances to guidance were partially offset by lower
   Same Store net operating income.

-- Adjusted funds from operations (diluted) (AFFO; a non-GAAP
   financial measure defined in the Glossary) was US$55.9
   million, or US$0.58 per share, compared with US$57.6 million,
   also US$0.58 per share, in the third quarter 2006.  AFFO
   includes deductions of US$0.28 and US$0.20 per share for
   capital replacement expenditures in the third quarter 2007
   and the third quarter 2006, respectively.

                      Management Comments

Chairman and Chief Executive Officer Terry Considine comments:
"Aimco's property operations team achieved solid results with
same-store occupancy of 94.8%, year-over-year revenue growth of
4.2% and NOI growth of 4.9%.  Most of our markets performed well
and met our expectations; however, Florida was softer than we
had anticipated.  Our redevelopment team currently has 53
conventional projects underway and is on track to invest a total
of US$300 million dollars in conventional redevelopment projects
in 2007 and a similar amount next year."

Chief Financial Officer Tom Herzog adds:  "Third quarter FFO of
US$0.86 per share was US$0.04 above the mid-point of guidance
due primarily to higher transaction income partially offset by
lower than expected Same Store net operating income.  We are
establishing fourth quarter FFO guidance of US$0.89 to US$0.95
per share and increasing our full year FFO guidance from a range
of US$3.33 to US$3.43 per share to a range of US$3.37 to US$3.43
per share.  At the mid- point of guidance, this represents a 10%
increase over 2006.  Full year FFO guidance contemplates Same
Store net operating income growth of 4.75% to 5.25%, which is a
reduction from the previous range of 5.5% to 6.5%."

                       Property Operations

Conventional Real Estate Operations

Aimco is among the largest owners and operators of market rate
properties in the United States. Conventional real estate
operations consist of Aimco's diversified portfolio of market
rate apartment communities.  At the end of the third quarter
2007, this portfolio included 446 properties with 129,199 units
in which Aimco had a weighted average ownership of 88%. During
the third quarter 2007, conventional real estate operations
generated net operating income of US$178.3 million.

"Same Store" Results

The Same Store portfolio is a sub-set of total conventional
properties.  In the third quarter 2007, the Same Store portfolio
included 360 communities with 94,177 Effective Units based on
Aimco's weighted average ownership of 88%.

Comparing Same Store results in the third quarter 2007 with the
third quarter 2006, total revenue increased US$10.5 million, or
4.2%.  The increase in revenue was primarily generated by higher
average rent, up US$27 per unit, or 3.2%, from US$850 per unit
to US$877 per unit, higher occupancy, which was up 0.4% from
94.4% to 94.8%, and increased utility reimbursements, up US$1.4
million.  Same Store expenses of US$108.3 million increased
US$3.4 million, or 3.2%, compared with the prior year period as
a result of higher taxes, utilities, marketing and payroll.
Same Store portfolio net operating income was US$150.8 million
for the third quarter 2007, up 4.9% from the third quarter 2006.

Comparing Same Store results on a sequential basis, total
revenue increased US$1.4 million in the third quarter 2007
compared with the second quarter of 2007, driven by a US$10 per
unit increase in average rental rates and an increase in
occupancy of 0.1%.  Expenses increased US$2.0 million, or 1.9%,
primarily due to higher turnover, payroll, marketing and taxes
and insurance, offset by lower repairs and maintenance and
utilities.  Net operating income decreased US$0.6 million, or
0.4%, on a sequential basis.

Affordable Real Estate Operations

Aimco is among the largest owners and operators of affordable
properties in the United States.  At the end of the third
quarter 2007, Aimco's owned affordable portfolio included 315
properties with 36,685 units in which Aimco had an average
ownership of 52%.  During the third quarter 2007, affordable
property operations generated net operating income of US$20.9
million.  On a year-over-year basis, third quarter average
month-end occupancy for the affordable portfolio decreased 60
basis points from 97.2% to 96.6%, and average rent per unit
increased 3.0% from US$723 to US$745 per unit.

Aimco Capital

Aimco Capital oversees Aimco's asset management, transaction and
portfolio management activities, and is led by a management team
dedicated to this business.

Asset Management and Transactions

Asset management income is earned from the financial management
of partnerships.  Transaction income is earned from activities
such as tax credit syndications, dispositions, refinancings and
land sales.  Proceeds received in exchange for the transfer of
tax credits are recognized ratably as the tax benefits are
delivered, and syndication fees are recognized upon completion
of tax credit syndications.  Consolidated asset management and
transaction net operating income, net of tax, was US$15.4
million in the third quarter 2007, up 45% when compared to
US$10.6 million in the third quarter 2006. See Supplemental
Schedule 11 for additional information on asset management and
transaction income.

                       Portfolio Management

Acquisitions

During the third quarter 2007, Aimco acquired The Acres
Apartments with 118 units, located in North San Diego,
California, for US$19.3 million, or US$163,136 per unit.

Dispositions

Aimco regularly reviews its portfolio to identify properties
that do not meet its long-term investment criteria.  In the
third quarter 2007, Aimco sold nine non-core conventional
properties and seven affordable properties with 2,133 and 659
units, respectively, for US$106.4 million in gross proceeds
(Aimco share US$50.1 million).  Aimco's share of net proceeds
after repayment of existing property debt and transaction costs
was US$25.9 million.

In connection with the 2006 sale of the Flamingo South Tower in
Miami, Florida, Aimco and the buyer entered into an agreement
under which the buyer paid a total of US$6.0 million in non-
refundable fees for the option to purchase the North and Central
Towers.  The option agreement was terminated during the third
quarter 2007 and, as a result, Aimco has no further obligation
to the buyer with respect to the sale of the North and Central
Towers.  Accordingly, Aimco recognized income of US$5.5 million,
net of tax, during the third quarter 2007.

Aimco's property dispositions resulted in gains on dispositions
of real estate, of US$23.2 million for the third quarter 2007,
compared with gains of US$19.2 million for the third quarter
2006.

Redevelopment

Aimco actively reinvests in and upgrades its portfolio through
property redevelopments.  At the end of the third quarter 2007,
Aimco had 53 active conventional redevelopment projects and 12
active tax credit redevelopment projects.  Aimco's share of
total redevelopment expenditures was US$95.9 million during the
third quarter 2007.  Conventional redevelopment project
expenditures totaled US$78.4 million and tax credit
redevelopment project expenditures totaled US$17.5 million for
the quarter.  Further information on redevelopment projects is
provided in Supplemental Schedule 10.

                Additional Financial Information

Property Management Income

Income from property management is generated when Aimco provides
property management services to properties with unaffiliated
partners.  Income from consolidated properties is eliminated in
Aimco's consolidated GAAP financial statements and the related
economic benefit is reflected in minority interest.

Interest Income

Consolidated interest income was US$9.9 million for the third
quarter 2007 compared with US$7.4 million for the third quarter
2006.  Interest income is earned in part from money market and
interest bearing accounts as well as on notes receivable from
unconsolidated partnerships and non-affiliates.

Debt Activity

During the third quarter 2007, Aimco closed 59 property loans
generating gross proceeds of US$600.3 million at a weighted
average interest rate of 6.26%.  This included refinancing
US$297.6 million in existing mortgage loans, reducing the
average interest rate from 6.64% to 6.43%.  After repayment of
existing property debt, transaction costs and distributions to
limited partners, Aimco's share of net proceeds was US$258.3
million.

During the third quarter 2007, Aimco amended its corporate
credit agreement to increase the revolving debt capacity by
US$200.0 million with the same maturity and pricing terms as the
existing US$450.0 million revolving credit facility.  The
amendment also provided for an additional US$75.0 million term
loan that bears interest at a rate of LIBOR plus 1.375%, which
is 12.5 basis points less than the existing US$400.0 million
term loan.  The US$75.0 million term loan matures on Sept. 14,
2008 with an option to extend the maturity date to Sept. 14,
2009.  The proceeds from the additional term loan were used to
repay outstanding revolving loans.  At quarter-end, Aimco's
corporate debt balance was US$550.0 million, up from US$540.0
million at year-end 2006, and carried a weighted average
interest rate of 6.93%.  The balance on Aimco's revolving credit
facility was US$75.0 million and total dry powder at quarter end
was more than US$600.0 million.

As of Sept. 30, 2007, Aimco had US$7.3 billion of consolidated
debt outstanding, of which US$5.6 billion was fixed rate
mortgage debt and US$1.7 billion was floating rate debt.  The
floating rate debt included US$550.0 million of corporate debt,
US$704.6 million of tax-exempt bonds, and US$485.5 million of
other property loans.  In addition, Aimco had US$100.0 million
of floating rate preferred stock.  Aimco's FFO exposure to
changes in floating interest rates is mitigated by tax-exempt
bonds with rates tied to the Bond Market Association Index which
moves at approximately 0.68% for a 1.00% change in LIBOR.
Exposure is further offset by floating rate assets, such as cash
and notes receivable, and interest capitalized on entitlement
and redevelopment properties.  Based on Aimco's proportionate
share of quarter-end balances, Aimco estimates its sensitivity
to a 100 basis point change in LIBOR to be approximately US$0.02
per share per quarter.  Other borrowings of US$65.0 million at
quarter-end consisted primarily of unsecured notes payable and
obligations under sale and leaseback arrangements accounted for
as financings.  As of Sept. 30, 2007, other borrowings included
US$56.5 million of fixed rate obligations with interest rates
ranging from zero to 10.00%, and US$8.5 million of variable rate
obligations bearing interest at the prime rate plus 1.75%.

Interest Expense

Consolidated interest expense was US$106.7 million for the third
quarter 2007 compared with US$100.2 million for the third
quarter 2006.  The US$6.5 million increase in interest expense
is the result of higher balances on property debt, offset by
lower weighted average interest rates and higher capitalized
interest.

Stockholders' Equity

During the third quarter 2007, Aimco repurchased approximately
1.2 million shares of its Class A Common Stock at an average
price of US$41.71 per share for a total cost of US$49.1 million,
bringing year-to- date 2007 common stock repurchases to 3.4
million shares at an average price of US$51.27 per share for a
total cost of US$175.4 million.  Aimco is currently authorized
to repurchase approximately 12.3 million additional shares.
Repurchases may be made from time to time in the open market or
in privately negotiated transactions.

On Sept. 30, 2007, Aimco redeemed the 1,904,762 outstanding
shares of its privately held 8.1% Class W Cumulative Convertible
Preferred Stock.  The aggregate redemption price of US$104.0
million included a redemption price per share of US$53.55 (102%
of the US$52.50 per share liquidation preference) plus
approximately US$1.06 per share of accumulated, accrued and
unpaid dividends through the redemption date.

G&A

General and administrative expenses for the third quarter 2007
of US$20.2 million decreased US$3.1 million or 13% when compared
with the third quarter 2006.  The year-over-year decrease in G&A
was primarily due to lower compensation costs and related
expenses.

                           Outlook

For the fourth quarter 2007, FFO is expected to be in a range
from US$0.89 to US$0.95 per share, before impairment and
preferred redemption charges, and Aimco are increasing the full
year FFO guidance from a range of US$3.33 to US$3.43 per share
to a range of US$3.37 to US$3.43 per share.  The full
year 2007 AFFO outlook of greater than US$2.40 per share is
unchanged.

                   Dividends on Common Stock

As announced on Oct. 30, 2007, the Aimco Board of Directors
declared a quarterly cash dividend of US$0.60 per share of Class
A Common Stock for the quarter ended Sept. 30, 2007, payable on
Nov. 30, 2007, to stockholders of record on Nov. 16, 2007.
Class A Common Stock cash dividends declared for the nine months
ended Sept. 30, 2007 totaled US$1.80 per share, or 97% of AFFO
(undiluted) and 73% of FFO (diluted), on a per share basis.
Year-to-date dividends represent a 5.3% annualized yield based
on the US$45.13 closing price of Aimco's Class A Common Stock on
Sept. 28, 2007.

                         About AIMCO

Headquartered in Denver, Colorado, Aimco is a real estate
investment trust that owns and operates a geographically
diversified portfolio of apartment communities through 19
regional operating centers.  Aimco, through its subsidiaries,
operates 1,320 properties, including approximately 230,000
apartment units, and serves approximately one million residents
each year.  Aimco's properties are located in 47 states, the
District of Columbia and Puerto Rico.

                        *      *      *

As reported in the Troubled Company Reporter-Latin America on
Sept. 26, 2007, Fitch Ratings has affirmed the following ratings
on Apartment Investment & Management Company (AIMCO):

  AIMCO

   -- Issuer Default Rating at 'BBB-';
   -- US$823.5 million preferred stock at 'BB+'.

  AIMCO Properties L.P.

   -- US$1.125 billion bank credit facility at 'BBB-'.

Fitch said the rating outlook is stable.


LIN TV: Block Communications Closes WAND(TV) Buy for US$6.75 Mln
----------------------------------------------------------------
LIN TV Corp. has completed the sale of its one-third interest in
WAND(TV) Partnership for US$6.75 million.  LIN TV's interest was
purchased by an affiliate of Block Communications, Inc., the
beneficial owner of the remaining two-thirds interest in the
partnership.  WAND(TV) Partnership holds the assets of WAND-TV,
an NBC affiliate serving the Decatur-Springfield-Champaign,
Illinois area.

"This is a strong station with attractive programming and
extremely talented employees," said Vincent Sadusky, president
and chief executive officer of LIN TV.  "The sale of our
interest in WAND(TV) Partnership is consistent with our strategy
of divesting of non-core assets to focus on our core stations
and digital initiatives."

                   About Block Communications

Block Communications -- http://www.blockcommunications.com/--
is a privately held diversified media company with operations in
cable television, newspaper publishing and television
broadcasting.  Its cable operation provides service to Northwest
Ohio and Southeast Michigan.  Block publishes two daily
metropolitan newspapers, the Pittsburgh Post-Gazette in
Pittsburgh, Pennsylvania, and The Blade in Toledo, Ohio.  In
addition to WAND, Block owns and operates four other television
stations: two in Louisville, Kentucky, and one each in Boise,
Idaho and Lima, Ohio.  They also own and operate a commercial
telecommunications business serving Northwest Ohio.

                          About LIN TV

Headquartered in Providence, Rhode Island, LIN Television Corp.
(NYSE: TVL) -- http://www.lintv.com/-- owns and operates 31
television stations in 18 mid-sized markets in the United States
and Puerto Rico.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 23, 2007, Standard & Poor's Ratings Services placed its
ratings on LIN TV Corp., including the 'B+' corporate credit
rating, on CreditWatch with negative implications.


R&G FINANCIAL: Completes Financial Reports Restatement Process
--------------------------------------------------------------
R&G Financial Corporation has announced the completion of its
restatement process, the closing of the previously announced
sale of R-G Crown Bank FSB, and the receipt of authorization to
make November dividend payments on its series of preferred stock
and trust preferred securities.

              Completion of Restatement Process

The company announced the completion of the restatement of its
consolidated financial statements for the years 2002 through
2004 and the filing of its amended Annual Report on Form 10-K/A
for the year ended Dec. 31, 2004, with the U.S. Securities and
Exchange Commission.  The Dec. 2004 10-K/A also discusses
factors that have affected the company's results of operations
and financial condition for periods subsequent to Dec. 31, 2004,
and financial, operational and legal difficulties currently
affecting the company.  Rolando Rodriguez, the company's Chief
Executive Officer, said,  "The completion of the restatement
represents a significant step forward for the company.  We
continue to work diligently to become current in our financial
reporting and to address the issues resulting from the
restatement."

               Closing of Sale of Crown Bank
             Subsidiary to Fifth Third Bancorp

On Nov. 2, 2007, the company completed the previously announced
sale of all of the outstanding common stock of Crown, its
Casselberry, Florida- based savings bank subsidiary, to Fifth
Third Financial Corporation, a subsidiary of Fifth Third
Bancorp.  In connection with the transaction, Fifth Third also
assumed the approximately US$50 million of outstanding trust
preferred obligations of R&G Acquisition Holdings Corporation
(RAC), a wholly owned subsidiary of RGF and the direct parent of
Crown.  The cash proceeds received by RGF in connection with the
closing was US$258.75 million, US$5.0 million of which will be
held in a third party escrow account for one year to cover
possible indemnification obligations, which because of certain
adjustments taken pursuant to the provisions of the Stock
Purchase Agreement dated May 20, 2007 among RGF, RAC, Crown and
Fifth Third (Stock Purchase Agreement), is less than the US$288
million which was previously announced.  In connection with the
closing of the transactions contemplated by the Stock Purchase
Agreement, Fifth Third also acquired from a company owned by
Victor J. Galan, a director and the principal shareholder of RGF
and its former Chairman of the Board and Chief Executive
Officer, certain real property upon which Crown operated branch
offices.  Immediately following the closing of the transactions,
RAC used a portion of the proceeds to redeem its US$150 million
of outstanding Series A preferred stock, and RGF repurchased all
of the outstanding warrants to purchase 8.75 million shares of
RGF common stock for nominal consideration.

Announces Authorization to Make November Dividend Payments on
its Series of Preferred Stock and Trust Preferred Securities

RGF also announced that it has requested and received regulatory
permission to pay its dividend obligations for November on its
four outstanding series of preferred stock and on its trust
preferred securities issues which have payments due in November
and the preferred stock of RAC, from Oct. 1 through
Nov. 2, 2007, at which time the RAC preferred stock was redeemed
in full in connection with the acquisition of Crown by Fifth
Third pursuant to the terms of the Stock Purchase Agreement.
Regulatory approvals are necessary as a result of RGF's
previously-announced agreements with the Board of Governors of
the Federal Reserve System, the Federal Deposit Insurance
Corporation and Commissioner of Financial Institutions of the
Commonwealth of Puerto Rico.

    CONTACT:
    Andres Perez
    Executive Vice President & CFO
     (787) 625-5381

    Renissa Gutierrez
    Marketing & Public Relations Vice President
    (787) 474-5030 / (787) 548-9671

                     About R&G Financial

Headquartered in San Juan, Puerto Rico, R&G Financial Corp.
(PNK: RGFC.PK) -- http://www.rgonline.com/-- is a financial
holding company with operations in Puerto Rico and the United
States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the company's Puerto Rico broker-
dealer, and R-G Insurance Corporation, its Puerto Rico insurance
agency.  At June 30, 2006, the company operated 37 bank branches
in Puerto Rico, 35 bank branches in the Orlando, Tampa/St.
Petersburg and Jacksonville, Florida and Augusta, Georgia
markets, and 49 mortgage offices in Puerto Rico, including 37
facilities located within R-G Premier Bank's banking branches.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 26, 2007, Fitch has downgraded the long-term issuer
default rating of R&G Financial Corporation to 'CCC' from 'BB-'.
Further, R&G has been placed on rating watch negative.  In
addition, the long-term IDR of R-G Premier Bank has been
downgraded to 'B' from 'BB-'.




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


CHRYSLER LLC: S&P Affirms 'B' Rating with Negative Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chrysler LLC and DaimlerChrysler Financial
Services Americas LLC and removed it from CreditWatch with
positive implications, where it was placed Sept. 26, 2007.  The
outlook is negative.

The CreditWatch placement resulted from the announcement that
day by General Motors Corp. that it had reached a contract
agreement with its main labor union, the United Auto Workers.
As S&P expected, Chrysler reached a largely similar agreement
that caused S&P to review the company's rating and outlook.

Also, S&P assigned its bank loan and recovery ratings to
Chrysler's US$7.5 billion, secured first-lien term loan.  The
loan is rated 'BB-', with a recovery rating of '1', indicating
that lenders can expect very high (90% to 100%) recovery in the
event of a payment default.  S&P also raised the rating on the
US$2 billion, second-lien term loan to 'B' from 'B-', and the
recovery rating was revised to '4', indicating that lenders can
expect average (30% to 50%) recovery in the event of a payment
default, from '5'.

The negative outlook on the corporate credit rating reflects
S&P's view that Chrysler's exposure to weakening industry
conditions in North America remains a key risk factor, which
could cause greater-than-expected cash outflows during 2008.

"We still view the company's liquidity as substantial for now
and the new labor contract with the UAW as a significant long-
term positive for the company's efforts to return its North
American automotive operations to positive cash flow
generation," said Standard & Poor's credit analyst Robert
Schulz.  "However, the greatest portion of cash benefits from
the contract will not begin to accrue to Chrysler until 2010.
The health care cost savings are subject to final court
approval, but S&P do not expect this to be an issue," he
continued.

Chrysler faces several serious challenges during the next two
years.  First and foremost is the weak outlook for U.S. light-
vehicle sales, which are expected to be flat at best in 2008
versus 2007.  The current rating reflects the assumption that
Chrysler will use cash in 2008 and 2009, but it does not reflect
the much sharper use of cash that would result from the type of
decline in U.S. light-vehicle sales that would accompany a
recession.  S&P expect U.S. light-vehicle sales to be about 16
million units in 2008, virtually flat with sales in 2007, which
turned out to be a weaker year for sales than initially
expected.  Other uses of cash will include cash restructuring
costs (including the cost of attrition plans, which Chrysler may
negotiate with the UAW) and Chrysler's need to fund certain UAW
contract provisions prior to 2010.

S&P expect over time to place greater weight on the substantial
health care and other cash savings that will begin in 2010 as
stipulated in the current UAW contract.  But it is important to
note that Chrysler's automotive results, industry conditions,
and the economic outlook will be crucial components of any such
future review, and accordingly, the threshold for an outlook
revision to stable in 2008 is fairly high, given the current
lack of visibility into prospective results in North America.

The rating on Chrysler reflects the wide-ranging challenges the
company faces in North America, where the vast majority of its
automotive operations are located.  The company is more heavily
reliant on North American sales of light trucks than either of
its other Michigan-based competitors, but it benefits from its
strong presence in the minivan segment and ownership of the
iconic Jeep brand.

Although the company has been profitable in recent years, S&P
expect it to remain unprofitable into 2009 and perhaps longer.
Chrysler's new management team is moving quickly to respond to
the massive challenges of excess capacity and headcount and
adverse product mix trends by instituting additional headcount
reductions, closing plants, and reducing the number of models,
in addition to implementing a restructuring plan that was first
announced in February 2007.  However, as with past
restructurings, the ultimate success depends largely on whether
the company can maintain its market share at a level consistent
with its future capacity.  In addition, near-term success will
rest at least partly on the U.S. economy's avoiding a recession
in 2008.

The fate of Chrysler's restructuring also depends greatly on how
the company's product mix, vehicle pricing, and market share
evolve--and there is greater uncertainty in these areas, given
the vagaries of consumer demand.  Chrysler's U.S. light-vehicle
market share has been more stable than that of its other
Michigan-based competitors.  Furthermore, Chrysler's sales mix
of light trucks (crossover utility vehicles [CUVs], SUVs, vans,
and pickups) and cars is more truck-weighted than those of its
competitors, making the company more vulnerable to further
adverse shifts in many of these segments.

One key variable into 2008 will be the U.S. full-size pickup
truck market, which is soft because of the weak housing market
and high gas prices.  In addition, formidable competitor Toyota
Motor Corp. has a new full-size pickup truck that is
manufactured in Texas.  Chrysler has a fairly distant No. 3
position (17% share through October 2007 versus 41% and 30% for
GM and Ford, respectively) in this market, which generates a
disproportionate share of profits.

Chrysler is underrepresented in the growing CUV segment; it had
only an 8% share through the first 10 months of 2007.  Although
it will be introducing more models into this already well-
populated segment, garnering critical market share will not be
easy.  CUVs are generally not as profitable as SUVs or full-size
pickups, so the increasing customer substitution of CUVs for
larger vehicles will likely reduce total profit contribution.

As with its overall market share, Chrysler's share in the
passenger car segment has been more stable than that of its
Michigan-based competitors, but the company is underrepresented
here, too (cars represent about 27% of Chrysler's product mix),
compared with GM (39%) and Ford (34%).  Chrysler's car sales are
also highly concentrated among a few models.

The weakness in Chrysler's automotive performance and the costs
of executing a turnaround will reduce cash balances that were
sizable at the close of the Chrysler purchase.  Chrysler's
pension funding position has improved in recent years, and this
is less of a concern currently, as the U.S. hourly and salaried
plans collectively were overfunded at the end of 2006.

DCFS is expected to continue performing its primary function of
providing retail and wholesale financing of Chrysler vehicles.
S&P expect DCFS to remain profitable.  Its portfolio is
considered high quality, and S&P expect it to remain so.
However, the financial affiliate is not expected to be a source
of cash dividends for Chrysler.

The outlook on Chrysler and DCFS is negative.  S&P's primary
concern is Chrysler's need to return its North American
automotive operations--the vast majority of the company's
business--to profitability.  The ratings could be lowered,
despite the health care savings that will start to accrue in
2010, if S&P came to expect that Chrysler's substantial cash
outflow would fail to continue moderating or begins to worsen
because of setbacks, whether Chrysler-specific or stemming from
market conditions.  S&P do not expect to revise the outlook to
stable or positive within the next several quarters, given the
uncertain economic outlook and ongoing execution risk in its
turnaround plan.

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- produces Chrysler, Jeep(R), Dodge
and Mopar(R) brand vehicles and products.

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

Chrysler is a unit of Cerberus Capital Management.


LEAR CORP: Reports US$41.0 Million Net Income in Third Quarter
--------------------------------------------------------------
Lear Corporation has reported financial results for the third
quarter of 2007, updated its outlook for the full year of 2007
and provided a preliminary outlook for 2008.

                     Recent Highlights:

  -- Reported net sales of US$3.6 billion and improved pretax
     income

  -- Achieved positive free cash flow of US$91 million

  -- Delivered core operating earnings of US$170 million, up
     US$70 million

  -- Continued progress on global restructuring initiative

  -- Awarded new Asian business worth US$245 million annually

For the third quarter of 2007, Lear reported net sales of US$3.6
billion and pretax income of US$60.1 million, including
restructuring costs of US$37.3 million and other special items
of US$8.0 million.  For the third quarter of 2006, Lear reported
net sales of US$4.1 billion and a pretax loss of US$65.9
million, including restructuring costs and other special items
of US$46.1 million.

Income before interest, other expense, income taxes,
restructuring costs and other special items (core operating
earnings) was US$170.4 million for the third quarter of 2007.
This compares with net sales of US$3.3 billion and core
operating earnings of US$100.1 million, excluding the divested
Interior business, for the third quarter of 2006.  A
reconciliation of core operating earnings to pretax income
(loss) as determined by generally accepted accounting principles
is provided in the supplemental data pages.

"Our financial performance continued to improve in the third
quarter as the benefits from on-going operational efficiencies,
our global restructuring initiative and new business favorably
impacted our bottom line," said Bob Rossiter, Lear Chairman,
Chief Executive Officer and President.  "Our focus going forward
is to continue to provide superior quality products and
services, while we work to further strengthen and profitably
grow our core seating, electrical distribution and electronic
businesses."

Net sales in core businesses were up from the prior year,
primarily reflecting the addition of new business outside of
North America and favorable foreign exchange, offset in part by
unfavorable platform mix in North America.  Operating
performance improved from the year-earlier results, reflecting
the company's cost improvement actions and restructuring
initiative, as well as benefits from new business outside of
North America.

In the seating segment, operating margins improved, reflecting
favorable cost performance from restructuring and ongoing
efficiency actions, selective vertical integration and the
benefit of new business globally.  In the electrical and
electronic segment, operating margins declined, reflecting
unfavorable net pricing and the roll-off of several key programs
in North America.

Lear reported net income of US$41.0 million, or US$0.52 per
share, for the third quarter of 2007.  This compares with a net
loss of US$74.0 million, or US$1.10 per share, for the third
quarter of 2006.

Free cash flow in the third quarter of 2007 was US$90.8 million
as compared to negative US$48.2 million in the third quarter of
2006.  The improvement reflects primarily the divestiture of the
Interior business and an improvement in core operating earnings.

During the third quarter, the company continued to make solid
progress on its global restructuring initiative, primarily
further actions related to achieving a lower-cost global
footprint.  Lear is also aggressively expanding its business in
Asia and with Asian automakers globally and, along with its
affiliates, was awarded several new Asian programs during the
third quarter, totaling about US$245 million annually.

In addition, Lear was recently honored with the Environmental
Innovation Award 2007 from the Institute of Transport Management
for developing SoyFoam(TM), an environmentally friendly soybean
oil-based, flexible foam material currently in production for
the seating program on the 2008 Ford Mustang.

                    Full-Year 2007 Outlook

Summarized below is the revised 2007 financial outlook for
Lear's core businesses.  The outlook excludes results for the
divested Interior business for the full year.  On this basis,
Lear expects 2007 net sales of approximately US$15 billion.
This is unchanged from the prior outlook.  Lear now anticipates
2007 core operating earnings in the range of US$680 million.
This is up from the last full-year outlook, reflecting lower
production risk and more favorable operating performance.

Restructuring costs in 2007 are estimated to be about US$125
million.

Interest expense is estimated to be approximately US$200
million.  Pretax income before restructuring costs and other
special items is estimated in the range of US$430 million.  Tax
expense is expected to be approximately US$135 million,
depending on the mix of earnings by country.

Capital spending in 2007 is estimated at approximately US$200
million, down US$35 million from the prior outlook, reflecting
primarily program timing and spending efficiencies.
Depreciation and amortization expense is estimated at about
US$300 million.  Free cash flow is expected to be positive
at about US$350 million for the year.  This is up from the prior
outlook, reflecting higher earnings and lower capital spending.

Key assumptions underlying Lear's full-year 2007 financial
outlook include expectations for industry vehicle production of
approximately 15.0 million units in North America and 19.7
million units in Europe.  In addition, we are assuming an
exchange rate of US$1.35/Euro.

                    Preliminary 2008 Outlook

Our preliminary financial outlook for 2008 is based on the
following key assumptions.  Lear expects industry vehicle
production in North America to be generally in-line with its
2007 outlook and in Europe to be up slightly from its 2007
outlook.  In North America, the company is forecasting
moderately unfavorable platform mix, reflecting lower production
of high-content full-size pick-up trucks and large SUVs.  The
firm is also assuming an exchange rate of US$1.40/Euro.

Based on these assumptions, Lear forecast 2008 net sales and
core operating earnings, excluding restructuring-related costs,
roughly in line with our 2007 outlook.

                       About Lear Corp.

Based in Southfield, Michigan, Lear Corporation (NYSE:LEA) --
http://www.lear.com/-- supplies automotive interior systems and
components.  Lear provides complete seat systems, electronic
products and electrical distribution systems and other interior
products.  The company has more than 90,000 employees at 236
facilities in 33 countries.

Lear also operates in Latin American countries including
Argentina, Mexico, and Venezuela.  Its European operations are
located in Czech Republic, United Kingdom, France, Germany,
Honduras, Hungary, Poland, Portugal, Romania, Russia, Slovakia,
Spain, Sweden, South Africa, Morocco, Netherlands, Tunisia and
Turkey.  Its Asian facilities are in Singapore, China, India,
Japan, Philippines, South Korea, and Thailand.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 5, 2007, Moody's Investors Service affirmed Lear
Corporation's Corporate Family Rating of B2 with a stable
outlook.  Ratings on the company's term loan of B2 and on its
unsecured notes of B3 were similarly affirmed but with slight
revisions to their respective LGD point estimates.  The
company's liquidity rating of SGL-2, designating good liquidity,
was also affirmed.

Ratings affirmed with revised LGD point estimates:

-- Corporate Family Rating, B2

-- Probability of Default, B2

-- Senior Secured Term Loan, B2 (LGD-3, 47%) from B2 (LGD-4,
   50%)

-- Senior Unsecured Notes to B3 (LGD-4, 58%) from B3 (LGD-4,
   61%)

-- Shelf ratings for senior unsecured, subordinated and
   preferred, (P)B3 (LGD-4, 58%), (P)Caa1(LGD-6, 97%), and
   (P)Caa1 (LGD-6, 97%) respectively from (P)B3 (LGD-4, 61%),
   (P)Caa1 (LGD-6, 97%), and (P)Caa1 (LGD-6, 97%)
   respectively.

-- Speculative Grade Liquidity Rating, SGL-2


* 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
Bombril                  BOBR3    (472.88)     413.81
Caf Brasilia             CAFE3    (845.35)      43.51
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
Marambaia                CTPC3      (1.38)      79.73
DTCOM-DIR To Co          DTCY3     (10.12)      10.44
Aco Altona               ESTR      (53.41)     105.08
Angel Estrada            ESTR      (68.23)      68.97
Estrela SA               ESTR3     (51.21)     103.60
Estrada-A                ESTR5     (68.23)      68.97
Bombril Holding          FPXE3  (1,064.31)      41.97
Fabrica Renaux           FTRX3      (5.55)     136.60
Gazola                   GAZ03     (43.13)      22.28
Hercules                 HETA3    (240.65)      37.24
Doc Imbituba             IMB13     (20.29)     202.35
IMPSAT Fiber Networks    IMPTQ     (17.16)     535.01
Kepler Weber             KEPL3    (199.10)     286.23
Minupar                  MNPR3     (39.46)     154.47
Recrusul                 RCSL3     (59.33)      25.19
Telebras-CM RCPT         RCTB30   (149.58)     236.49
Rimet                    REEM3    (219.34)      93.47
Schlosser                SCL03     (69.35)      50.29
Semp Toshiba SA          SEMP3      (4.68)     153.68
Tecel S Jose             SJ0S3     (13.24)      71.56
Sansuy                   SNSY3     (53.26)     200.16
Teka                     TEKA3    (310.91)     545.92
Telebras SA              TELB3    (149.58)     236.49
Telebras-CM RCPT         TELE31   (149.58)     236.49
Telebras SA              TLBRON   (148.58)     236.49
TECTOY                   TOYB3     (49.81)      17.25
TEC TOY SA-PREF          TOYB5     (49.81)      17.25
TEC TOY SA-PF B          TOYB6     (49.81)      17.25
TECTOY SA                TOYBON    (49.81)      17.25
Texteis Renaux           TXRX3     (95.25)      76.52
Varig SA                 VAGV3  (8,194.58)   2,169.10
FER C Atlant             VSPT3    (104.65)   1,975.79
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 * * *