TCRLA_Public/071119.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Monday, November 19, 2007, Vol. 8, Issue 229

                          Headlines

A R G E N T I N A

ALITALIA SPA: Chairman to Recommend Buyer by Nov. 23
ALITALIA SPA: Posts EUR57.56 Mil. Pretax Loss in Third Quarter
ARROW ELECTRONICS: North American Biz To Deploy Seagate Products
AVAYA INC: Moody's Assigns Ba3 Rating on US$3.8-Billion Loan
BALLY TECH: Inks Casino Management System Pact with Pechanga

BANCO SANTANDER: Will Take ARS70.3-Mil. Charge in Fourth Quarter
BLAY SRL: Proofs of Claim Verification Deadline Is Dec. 20
BEST SERVICE: Files for Reorganization Petition in Buenos Aires
COCTIN SA: Proofs of Claim Verification Is Until Feb. 25
COOPERATIVA DE TRABAJO: Claims Verification Ends Feb. 25, 2008

DELTA AIR: Shareholder Wants Merger with United Airlines
KEY ENERGY: Prices US$425MM Private Offering of 8.375% Sr. Notes
MINCS-LIBERTY: Proofs of Claim Filing Deadline Is Nov. 29
NOTRIN SA: Proofs of Claim Verification Ends Feb. 29, 2008
QUANTIMIX XL FUND: Proofs of Claim Filing Is Until Nov. 29

QUANTIMIX XL MASTER: Proofs of Claim Filing Deadline Is Nov. 29
REVS LIMITED: Proofs of Claim Filing Ends on Nov. 29
SAISEI KAISYU: Proofs of Claim Filing Is Until Nov. 29
SLE LIMITED: Proofs of Claim Filing Is Until Nov. 29
SAVANNAH ALTERNATIVE: Proofs of Claim Filing Ends on Nov. 29

VEGA GLOBAL: Sets Final Shareholders Meeting for Nov. 29
VEGA GLOBAL 3X: Will Hold Final Shareholders Meeting on Nov. 29
VEGA INT'L: Holding Final Shareholders Meeting on Nov. 29

* ARGENTINA: Secures US$100-Million Financing from IDB


B A H A M A S

METROPOLITAN BANK: 3rd Quarter Profit Falls 5.56% to PHP1.7 Bil.


B E R M U D A

ABH 10: Proofs of Claim Filing Deadline Is Nov. 30
AIRCASTLE BERMUDA (II): Proofs of Claim Filing Is Until Nov. 30
AIRCASTLE BERMUDA (III): Proofs of Claim Filing Ends on Nov. 30
AIRCASTLE BERMUDA (IV): Proofs of Claim Filing Ends Nov. 30
AIRCASTLE BERMUDA (V): Proofs of Claim Filing Is Until Nov. 30

FOSTER WHEELER: Subsidiary Reaches Accord with NTR Acquisition
FOSTER WHEELER: Subsidiary Bags Contract from LUKOIL Energy


B E L I Z E

FLOWSERVE CORP: Paying US$0.15 Per Share Dividend on Jan. 8


B O L I V I A

AGILENT TECH: Board Okays US$2-Billion Share-Repurchase Program
AGILENT TECH: Earns US$180 Million in 4th Quarter Ended Oct. 31


B R A Z I L

ARVINMERITOR INC: Posts US$30MM Net Loss in Qtr. Ended Sept. 30
BANCO NACIONAL: Companhia Paranaense Applies for Plant Funding
BANCO CRUZEIRO: Reports BRL64.9 Million Net Income in Third Qtr.
COMPANHIA PARANAENSE: Applies for Funding from Banco Nacional
COMPANHIA DE SANEAMENTO: 3Q Net income Up 95.5% to BRL382.2 Mil.

COMPANHIA DE SANEAMENTO: To Initiate Deal with Sao Paulo State
FIDELITY NATIONAL: Inks Exclusive Services Pact w/ Bankers Bank
FORD MOTOR: Johnson Controls Inks MOU to Buy Saline ACH Plant
FORD MOTOR: UAW Employees Ratify Healthcare MOU & National CBA
FORD MOTOR: Moody's Affirms Ratings; Changes Outlook to Stable

GOL LINHAS: Unit Announces Interline Agreement with Delta Air
HERCULES INC: Board Declares Five Cents Per Share Dividend
TAM SA: Launches Codeshare Pact with United Airlines

* BRAZIL: Sao Paulo's Partnership Deal with SABESP Sets Example


C A Y M A N   I S L A N D S

BEAR STEARNS FUNDS: Fund LP Wants to Dissolve & Liquidate Assets
BEAR STEARNS FUNDS: Parent Taking US$1.2B Write-Down in 4Q 2007
PARMALAT SPA: Group Earns EUR276.9MM for First Nine Months 2007
PARMALAT SPA: New York Court Denies Third-Party Action Dismissal
PARMALAT SPA: New York Court Junks Motion for Reconsideration


C H I L E

QUEBECOR WORLD: Considers Refinancing to Retire Some Loans


C O L O M B I A

POLYONE CORP: Buys GLS Corp. as Part of Specialization Strategy

* COLOMBIA: Gets US$837-Million Private Loan Program from MIF
* COLOMBIA: Is in Gas Pipeline Talks with Venezuela & Ecuador


C O S T A   R I C A

INTERPUBLIC GROUP: Moody's Rates US$200 Mil. 4.75% Notes at Ba3
INTERPUBLIC GROUP: S&P Rates 4.75% Convertible Senior Notes B


D O M I N I C A N   R E P U B L I C

AFFILIATED COMPUTER: Extends E-ZPass New Hampshire Toll Contract
BANCO INTERCONTINENTAL: Former Pres. Appeals 10-Year Prison Term


E C U A D O R

PETROECUADOR: Repsol May Seek Int'l Arbitration on Windfall Tax
PETROECUADOR: Nation's OPEC Re-Entry Beneficial for Firm
PETROLEUM GEO-SERVICES: Acquires 78% Stake in Arrow Seismic

* ECUADOR: Is in Gas Pipeline Talks with Colombia & Venezuela


G U A T E M A L A

BRITISH AIRWAYS: Seeks EUR2.5-Bln Loan to Finance Iberia Bid
IMAX CORP: Signs Four-Picture Contract with Dreamworks Animation

* GUATEMALA: Wants Support from Venezuela on Energy Crisis


H O N D U R A S

SBARRO INC: Posts US$35.1 Mil. Combined Net Loss for Third Qtr.


J A M A I C A

NATIONAL WATER: May Sue Developers for Tampering with Main Lines


M E X I C O

BRISTOW GROUP: Completes US$2.5-Mln Buyout of Vortex Helicopters
CKE RESTAURANTS: Reports US$273.2-Mil. Blended Same-Store Sales
GRUPO MEXICO: Unit Issues MXN2.5 Bil. in Bonds on Bolsa Mexicana
MOVIE GALLERY: Court Gives US$150MM DIP Facility Final Go Signal
MYLAN INC: Prices Offerings of Common & Preferred Stocks

NUANCE COMM: Incurs US$3.4-Million Net Loss in Fourth Quarter
REMY WORLDWIDE: Court Approves Shearman & Sterling as Counsel
REMY WORLDWIDE: Bankruptcy Court Okays YCS&T as Delaware Counsel
REMY WORLDWIDE: Court Okays Greenberg Traurig as Special Counsel
SPANSION INC: Works w/ Virident To Develop New Memory Products

UNITED RENTALS: S&P Holds BB- Corp. Credit Rating on Watch Neg.
URS CORP: Closes Washington Group Acquisition for US$3.1 Billion
WOLVERINE TUBE: S&P Affirms CC Corporate Credit Rating


P A N A M A

NCO GROUP: Posts US$3.1 Million Net Loss in Third Quarter 2007


P A R A G U A Y

* PARAGUAY: Secures US$10-Mln Loan Program to Support Exports


P E R U

FREEPORT-MCMORAN: Unit Pays Indonesia Gov't US$434 Mil. in Q3


P U E R T O   R I C O

SANTANDER BANCORP: Posts US$34.3M Loss for Nine-Month Period
FOOT LOCKER: Paying US$0.125 Per Share Qtrly Dividend on Feb. 1
MYLAN INC: Moody's Lowers Corporate Family Rating to B1
WERNER LADDER: Emerges from Ch. 11 Protection Effective Oct. 31


V E N E Z U E L A

PETROLEOS DE VENEZUELA: Inks Pact with Cerro Negro Bondholders
SHAW GROUP: Environmental Unit Bags Deal from U.S. Army Corps

* VENEZUELA: Debt Bond Issue Up to US$1.65 Bln, Says Luis Davila
* VENEZUELA: Is in Gas Pipeline Talks with Ecuador & Columbia
* BOND PRICING: For the Week Nov. 12 to Nov. 16


                         - - - - -


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


ALITALIA SPA: Chairman to Recommend Buyer by Nov. 23
----------------------------------------------------
Alitalia S.p.A. Chairman Maurizio Prato will recommend a buyer
for the Italian government's 49.9% stake by Nov. 23, 2007,
Alessandro Torello of Bloomberg News reports, citing Italian
Transport Minister Alessandro Bianchi.

As reported in the TCR-Europe on Oct. 22, 2007, Mr. Prato told
the Italian parliament that he will recommend an industrial
buyer for Italy's stake within the first ten days of November,
after which the government will then decide how to finalize
the sale.

As previously reported in the TCR-Europe, 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.

Alitalia, however, has concluded that Cordata Baldassarre's bid
is "no longer compatible" to its planned stake sale.

TPG Capital, meanwhile, has informed it was unable to finalize
an Italian-led consortium, but will continue to follow the
developments of the sale.

                      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.

Italian Transport Minister Alessandro Bianchi has warned that
Alitalia may file for bankruptcy if the current attempt to sell
the government's 49.9% stake fails.


ALITALIA SPA: Posts EUR57.56 Mil. Pretax Loss in Third Quarter
--------------------------------------------------------------
Alitalia S.p.A. posted EUR57.56 million in pretax losses on
EUR1.27 billion in total consolidated revenues for the third
quarter ended Sept. 30, 2007, compared with EUR66.43 million in
pretax losses on EUR1.25 billion in total consolidated revenues
for the same period in 2006.

The third quarter 2007 was negatively affected by industrial
unrest in the airport and flight, sectors, with EUR32 million in
potential revenue loss.

As of Sept. 30, 2007, the company's workforce saw a decrease of
496 people to 11,262 employees, from the same period last year.

As of Sept. 30, 2007, Alitalia's operating fleet consisted of
185 aircraft of which 156 for short/medium-haul flights, and 29
for long haul.

As of Sept. 30, 2007, the company's total debt amounted to
EUR1.150 billion.

                       Outlook for 2007

Expected operating result in 2007 in line with 2006, without
considering the EUR197 million write-down of the fleet.

The company expects 2007 results to worsen compared to the
previous year due to strong fuel price increase and
substantial loss of traffic revenues in second half 2007.

Amount of cash-on-hands is sufficient to ensure the Company
going concern for more than 12 months without any significant
critical issues in the implementation of the Plan's
main elements.  Otherwise, such critical issues could bring
about the conditions for taking immediate action regarding the
capital increase.

                       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.


ARROW ELECTRONICS: North American Biz To Deploy Seagate Products
----------------------------------------------------------------
Arrow Electronics, Inc.'s North American Components business
will distribute Seagate Technology's industry-leading disc-drive
product portfolio to Arrow's broad customer base in the United
States and Canada under an agreement announced.

Arrow will distribute Seagate's product portfolio including its
industry- leading EE25 hard-drive series for extreme
environments, the DB35 series for digital video recorders and
home media servers, the SV35 family for digital video
surveillance systems, Savvio 2.5-inch drives for mission-
critical enterprise server and storage applications, and the
Momentus family for laptop computers.

"Arrow's proven success in technical demand creation with the
embedded marketplace will provide broad customer access to the
industry's most diverse product portfolio," said Seagate's vice
president of global marketing, Marc Jourlait.  "We are pleased
to be extending our reach with the addition of Arrow as we
continue to deliver advanced digital storage that powers
mainstream and cutting-edge applications."

"Seagate's demonstrated leadership in disc-drive technology and
its commitment to developing unique solutions that meet, and
exceed, the diverse storage requirements of our OEM customer
base clearly adds to our value proposition," said Arrow's North
American Components business vice president of marketing, Robert
Behn.

The proliferation of embedded multimedia applications requiring
audio and video, and increasing regulatory requirements across
various markets are two important factors driving the storage
needs of embedded OEMs.

"These ever-increasing embedded storage requirements are what
led Seagate and Arrow to formalize our strategic alliance," said
Mr. Behn.

            About Arrow North American Components

The North American Components (NAC) business of Arrow
Electronics, Inc., is a leading provider of semiconductors and
passive, electromechanical and connector products, computing
solutions, services and supply-chain solutions tailored to serve
distinct customer segments with dedicated sales teams. Two
primary, customer-focused NAC groups serve these market
segments: The Arrow Electronics Components Group serves North
America-based OEM and contract manufacturing customers, and the
Arrow/Zeus Electronics Group targets the aerospace and military
markets.

                   About Arrow Electronics

Headquartered in Melville, New York, Arrow Electronics Inc.
-- http://www.arrow.com/-- provides products, services and
solutions to industrial and commercial users of electronic
components and computer products.   Arrow serves as a supply
channel partner for nearly 600 suppliers and more than 130,000
original equipment manufacturers, contract manufacturers and
commercial customers through a global network of over 270
locations in 53 countries and territories.

The company operates in France, Spain, Portugal, Denmark,
Estonia, Finland, Ireland, Latvia, Lithuania, Norway, Sweden,
Italy, Germany, Austria, Switzerland, Belgium, the Netherlands,
United Kingdom, Argentina, Brazil, Mexico, Australia, China,
Hong Kong, Korea, Philippines and Singapore.

                        *     *     *

Arrow Electronics senior subordinated stock continues to carry
Moody's Investors Service's Ba1 rating.  The company's senior
preferred stock is rated at Ba2.


AVAYA INC: Moody's Assigns Ba3 Rating on US$3.8-Billion Loan
------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating to newly private Avaya, Inc. as well as Ba3 ratings to
its new senior secured US$200 million revolver and US$3.8
billion term loan.  The company was acquired by TPG Capital LLC
and Silver Lake Partners on Oct. 26, 2007 for US$8.3 billion.
Moody's also withdrew the company's previous Ba3 corporate
family rating and shelf ratings, which were placed under review
for downgrade after the company announced the going private
transactions.  The outlook is stable.

Approximately US$4.0 billion of debt affected.

These ratings have been assigned:

    -- Corporate family rating, B2

    -- Probability of default, B2

    -- US$200 million Senior Secured Revolving Credit Facility,
       Ba3, LGD2 (28%)

    -- US$3,800 million Senior Secured Term Loan, Ba3, LGD2
       (28%)

These ratings will be withdrawn:

    -- Shelf registration for senior unsecured debt (P)B1

    -- Shelf registration for preferred stock (P)B3

The capital structure includes the above rated debt as well as
an unrated, undrawn US$335 million senior secured multi currency
asset-based revolving credit facility and an unrated US$1.45
billion senior unsecured bridge facility consisting of a US$700
million senior unsecured cash-pay bridge loan and a US$750
million senior unsecured PIK-toggle bridge loan. In addition to
the debt financing, the capital structure includes approximately
US$2.4 billion in equity from the private equity sponsors.

The above debt instrument ratings were determined using Moody's
Loss Given Default Methodology.  The ratings could be affected
if the capital structure changes.

The B2 corporate family rating reflects the significant leverage
being used to finance the buyout offset by the company's
industry leading position within the enterprise telephony market
and favorable replacement trends facing the industry.  Closing
leverage is estimated to be approximately 7.0 funded debt to
EBITDA (on a Moody's adjusted basis which includes approximately
US$1 billion of unfunded pension obligations).  Despite the
strong cash generating capabilities of the underlying business,
the debt service, pension service and capital requirements of
the business leave minimal cash in the next few years to pay
down debt and little cushion in the event of a downturn.
Leverage and cash flow coverage at these levels are suggestive
of a B3 rating, but the strength of the company's business and
major cost cutting initiatives are positive factors that offset
the company's high leverage.  However, the rating remains weakly
positioned at the low end of the B2 rating category.  Avaya is a
leader in the global enterprise telephony industry and holds the
largest market share in numerous sub-segments.  The industry is
going through a significant upgrade cycle as customers replace
or migrate their traditional TDM phone systems to next
generation Internet protocol systems.

The company has one of the largest installed bases of corporate
phone systems in the world. Incumbency is a key ratings driver
as customers tend to be 'sticky' and generate a recurring
revenue stream from multi-year maintenance contracts, upgrades,
replacements and expansions once a system has been put in place.
The company is also a leader in sales of IP based enterprise
telephony systems.  While Cisco initially dominated the IP
enterprise phone market, Avaya has made significant strides and
in numerous segments has surpassed Cisco.

The stable outlook reflects the view that the company will
continue to benefit from the general growth in IP telephony
upgrades, maintain or grow their market share and realize on
their cost cutting initiatives.  The ratings could be negatively
impacted by a significant slow down in enterprise telephony
spending, loss of market share or challenges in implementing the
planned cost reductions or reducing leverage.  Moody's does not
anticipate an upgrade in the near term given the high debt
levels.

                       About Avaya Inc.

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

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


BALLY TECH: Inks Casino Management System Pact with Pechanga
------------------------------------------------------------
Bally Technologies, Inc. has signed a sweeping contract with the
award-winning Pechanga Resort & Casino to provide a complete
slot accounting and casino management system solution, advanced
bonusing technology and more than 3,600 iVIEW interactive
player-communication displays for all of Pechanga's gaming
machines.

The contract is the company's most comprehensive systems
agreement ever and also includes the Bally Business
Intelligence/Data Visualization solution and the first sale of
the server-based Bally Live Rewards Casino Challenge(TM)
tournament technology.

Pechanga will utilize Bally Slot Management Systems (TM)/Casino
Management Systems (TM) technologies and Bally eTICKET(TM)
cashless functionality.  Pechanga also selected Bally Power
Bonusing(TM) products, including Bally Power Winners(TM), a
configurable random progressive jackpot technology that rewards
players using their player's club cards, and Bally Power
Promotions(TM), which gives players the ability to convert their
club points into downloadable slot machine credits.

Pechanga also plans to re-wire its casino floor with advanced
Ethernet capabilities that will boost the performance of the
Bally products even further and prepare the property for the
introduction of server gaming and advanced network floor
functionality.

The high-speed floor will allow for the launch of the player-
centric Casino Challenge tournaments presented on the iVIEW
displays, giving Pechanga the ability to conduct floor-wide slot
tournaments designed to increase time on device while rewarding
key players and building excitement
on the casino floor.

"We are constantly looking at ways to enhance the Pechanga
experience for our guests," said Pechanga Development
Corporation President, Amy Minniear.  "After a careful
competitive review, we found that Bally's product lineup would
help us make immediate enhancements for our players
while laying the foundation for a wide variety of technologies
that will benefit our operation in the future."

"We are extremely pleased to add Pechanga to our growing list of
Systems customers, especially those in Southern California,"
said Bally Technologies Chief Executive Officer, Richard
Haddrill.  "As one of the most successful casino operations in
the country, Pechanga is the perfect showcase for our product
lineup.  The Bally iVIEW display in particular will help the
forward-thinking team at Pechanga to offer their customers a new
playing and service experience."

                       About Pechanga

Pechanga Resort & Casino, owned and operated by the Pechanga
Band of Luiseno Mission Indians, is located just off I-15 in the
popular wine-growing region of Temecula, Southwest California.
The resort's central location and easy freeway access make it a
popular gaming destination for those driving from Los Angeles,
Orange County and San Diego.

                 About Bally Technologies Inc.

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. 13, 2007, 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-'.

Fitch has revised the rating outlook to stable from negative.

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.


BANCO SANTANDER: Will Take ARS70.3-Mil. Charge in Fourth Quarter
----------------------------------------------------------------
Banco Santander Rio's planning manager Luis Aragon told Business
News Americas that the bank is looking to take a ARS70.3-million
charge related to legal injunctions called amparos in the fourth
quarter 2007.

Mr. Aragon commented to BNamericas, "We are amortizing amparos
at faster rates to complete them by the end of this year."

Banco Santander took a ARS79-million charge in the third quarter
2007 from amparo-related losses, BNamericas says, citing Mr.
Aragon.

BNamericas relates that Banco Santander made a large reduction
in its exposure to public sector assets -- guaranteed loans and
government bonds.  Lower prices on these securities led to the
bank's ARS80-million loss in the third quarter 2007.

Mr. Aragon told BNamericas that the quarterly loss was also due
to Banco Santander's decision to value its public sector
securities -- 12% of total assets -- at market value.

Mr. Aragon commented to BNamericas, "We don't think this will
happen again as these bonds are already priced at default."

A "good chunk" of Banco Santander's exposure to government-
backed securities is composed of a guaranteed government bond
due in 2020, which yields a 9.6% real yearly interest rate,
BNamericas states.

Banco Santander Rio S.A. is headquartered in Buenos Aires,
Argentina.  The bank had ARS$16.2 billion (US$5.3 billion) in
total assets and ARS$12.6 billion (US$4.1 billion) in deposits
as of December 2006.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 19, 2007, Moody's Investors Service assigned a Ba2 local
currency debt rating to Banco Santander Rio S.A.'s ARS$450
million notes that are due in 2010 issued under the program of
US$250 million.  Moody's also assigned Aaa.ar national scale
local currency debt rating to the notes.  These ratings were
assigned to Banco Santander's ARS$450 million Senior Unsecured
Notes:

   -- Long-term local currency debt rating: Ba2, stable outlook
   -- National scale local currency debt rating: Aaa.ar


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

Mr. Seghezzo will present the validated claims in court as
individual reports on March 5, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Blay and its creditors.

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

A general report that contains an audit of Blay's accounting and
banking records will be submitted in court on April 18, 2008.

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

The trustee can be reached at:

         Gerardo Miguel Seghezzo
         Combate de los Pozos 129
         Buenos Aires, Argentina


BEST SERVICE: Files for Reorganization Petition in Buenos Aires
---------------------------------------------------------------
The Best Service S.A. has requested for reorganization approval
after failing to pay its liabilities.

The reorganization petition, once approved by the court, will
allow The Best Service 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 in Buenos Aires.

The debtor can be reached at:

          The Best Service S.A.
          Nogoya 5173, Piso 1 Departamento 6
          Buenos Aires, Argentina


COCTIN SA: Proofs of Claim Verification Is Until Feb. 25
--------------------------------------------------------
Ester Alicia Ferraro, the court-appointed trustee for Coctin
S.A.'s bankruptcy proceeding, verifies creditors' proofs of
claim until Feb. 25, 2007.

Ms. Ferraro will present the validated claims in court as
individual reports on April 10, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Coctin 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 Coctin's accounting
and banking records will be submitted in court on May 23, 2008.

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

The debtor can be reached at:

         Coctin S.A.
         Tucuman 861
         Buenos Aires, Argentina

The trustee can be reached at:

         Ester Alicia Ferraro
         Esmeralda 960
         Buenos Aires, Argentina


COOPERATIVA DE TRABAJO: Claims Verification Ends Feb. 25, 2008
--------------------------------------------------------------
Gabriel Marcelo Ail, the court-appointed trustee for Cooperativa
de Trabajo Lacteos Monte Castro Ltda.'s bankruptcy proceeding,
verifies creditors' proofs of claim until Feb. 25, 2008.

Mr. Ail will present the validated claims in court as individual
reports on April 11, 2008.  The National Commercial Court of
First Instance in Buenos Aires will determine if the verified
claims are admissible, taking into account the trustee's
opinion, and the objections and challenges that will be raised
by Cooperativa de Trabajo 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 Cooperativa de
Trabajo's accounting and banking records will be submitted in
court on May 23, 2008.

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

The trustee can be reached at:

         Gabriel Marcelo Ail
         Avenida Cordoba 1352
         Buenos Aires, Argentina


DELTA AIR: Shareholder Wants Merger with United Airlines
--------------------------------------------------------
The Chicago Tribune reports that hedge fund Pardus Capital
Management LP, a major shareholder of Delta Air Lines and United
Airlines, wants a merger between the two carriers.

The Tribune relates that Pardus Capital sent a letter asking
Delta Air to merge with United Airlines' parent company UAL
Corp., "or risk returning to bankruptcy."

According to the Tribune, the merger is appealing to Delta Air
and United Airlines, leading to some informal negotiations.

However, both Delta Air and United Airlines denied to the
Tribune that a deal is being negotiated.

Delta Air Chief Executive officer said in a statement, "There
have been no talks with United [Airlines] regarding any type of
consolidation transaction, and there are no such ongoing
discussions."

Delta Air, however, told the Tribune that it wasn't completely
opposed to the merger and that it has created a board committee
to review possible deals.

"Delta [Air] believes that the right consolidation transaction
could generate significant value for our shareholders and
employees, and that strategic options should be evaluated," Mr.
Anderson commented to the Tribune.

Principals at Pardus Capital have been talking about the
benefits of mergers with Delta Air, United Airlines and other
industry players, "as airline stocks have languished and oil
prices reaching US$100 per barrel, the Tribune says, citing
sources.  Pardus Capital holds 4.8% of United Airlines and 3% of
Delta Air.  However, it is still not in a position to broker the
deal that a major airline merger would entail, as that work
would have to be handled directly by the carriers.

The report says that Pardus Capital, by telling the public about
its concerns about high oil costs and its merger analysis,
increased pressure on Delta Air, United Airlines and other US
carriers to consider striking deals or coming up with strategies
to deal with the deteriorating conditions that threaten the
airlines' financial recoveries.

William Swelbar, a research engineer with the Massachusetts
Institute of Technology's Center for Air Transportation,
commented to the Tribune, "Whether this one is real or not, the
conversation begins in earnest.  The catalyst has been revealed:
the price of oil."

The Tribune notes that Pardus Capital hired former Continental
Airlines Chief Executive Officer Gordon Bethune as an adviser
and market research company Simat, Helliesen & Eichner to
evaluate possible deals for Delta Air.  Pardus Capital expects
that a merger with United Airlines would produce US$585 million
in synergies.

United Airlines spokesperson Jean Medina told the Tribune, "We
make decisions in the best interest of United [Airlines], and we
don't comment on the opinion of one shareholder, or the actions
or hypothetical transactions proposed by others."

Unions in both Delta Air and United Airlines are against the
merger, the Tribune says.

United Airlines' pilots union chairperson Mark Bathurst said in
a statement, "All interested parties should understand that any
plans to merge or consolidate with Delta or any other carrier
will not be met with a rubber stamp from this pilot group."

According to the Tribune, getting authorization for the merger
from federal antitrust authorities wouldn't be easy, especially
since Delta Air "raised that issue to fend off a hostile
takeover bid from US Airways early this year."

However, an antitrust expert believes that regulators might be
persuaded by "harsh economic environment that major carriers
must navigate," the Tribune relates.

Joel Chefitz, a lawyer at McDermott Will & Emery, commented to
the Tribune, "I think the climate for getting an airline merger
through right now is a lot better than it was when United failed
to acquire US Airways."

Mr. Chefitz told the Tribune that once Delta Air and United
Airlines show that a merger would significantly lessen operating
costs "in the face of astronomical fuel prices, they would have
a very persuasive argument."

Meanwhile, CreditSights Inc. airline analyst Roger commented to
the Tribune, "I think it will lead to greater investor
discouragement.  Basically, merger economics and synergies are
the Holy Grail [for investors].  But they remain a long-term
possibility.  The short term is clouded by oil prices."

                    About United Airlines

UAL Corporation is a holding company whose principal subsidiary
is United Air Lines, Inc.  United's operations consist primarily
of the transportation of persons, property and mail throughout
the United States and abroad, and it accounted for most of UAL's
revenues during the year ended Dec. 31, 2006.

                       About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.  The
company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.  As of June 30, 2005, the
company's balance sheet showed US$21.5 billion in assets and
US$28.5 billion in liabilities.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 2007, the Court confirmed the
Debtors' plan. (Delta Bankruptcy News, Issue No. 83; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


KEY ENERGY: Prices US$425MM Private Offering of 8.375% Sr. Notes
----------------------------------------------------------------
Key Energy Services, Inc. has priced a private offering of
US$425 million in aggregate principal amount of 8.375% Senior
Notes due 2014.  The notes were priced at 100% of their face
value to yield 8.375%.  Interest is payable on June 1 and
December 1 of each year, beginning June 1, 2008.  The notes will
be fully and unconditionally guaranteed by certain of the
company's domestic subsidiaries.  The company intends to use the
net proceeds of the private placement to retire its outstanding
US$393 million Tranche C Term Loans under its existing senior
secured credit facility and for general corporate purposes.

The closing of the senior notes offering is expected to occur on
Nov. 29, 2007, and is subject to customary closing conditions.
The notes will not initially be registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the
United States without registration or an applicable exemption
from the registration requirements of the Securities Act.  The
notes may be resold by the initial purchasers pursuant to Rule
144A under the Securities Act and to persons outside the United
States pursuant to Regulation S.

Key Energy Services, Inc. (NYSE: KEG) is the world's largest
rig-based well service company.  The company provides oilfield
services including well servicing, pressure pumping, fishing and
rental tools, electric wireline and other oilfield services.
The company has operations in all major onshore oil and gas
producing regions of the continental United States and
internationally in Argentina and Mexico.

                        *     *     *

As reported in the Troubled company Reporter on Nov. 7, 2007,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating and stable outlook to well-servicing company Key
Energy Services Inc.  At the same time, S&P assigned a 'B'
rating to the company's proposed US$400 million senior notes due
2017.


MINCS-LIBERTY: Proofs of Claim Filing Deadline Is Nov. 29
---------------------------------------------------------
Mincs-Liberty, Ltd.'s creditors are given until Nov. 29, 2007,
to prove their claims to Phillip Hinds and Emile Small, 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.

Mincs-Liberty'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 liquidators can be reached at:

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


NOTRIN SA: Proofs of Claim Verification Ends Feb. 29, 2008
----------------------------------------------------------
Sergio Leonardo Novick, the court-appointed trustee for Notrin
SA's bankruptcy proceeding, verifies creditors' proofs of claim
until Feb. 29, 2008.

Mr. Novick will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 6 in Buenos Aires, with the assistance of Clerk
No. 11, 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 Notrin 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 Notrin's accounting
and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

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

The debtor can be reached at:

         Notrin SA
         Lavalle 1566
         Buenos Aires, Argentina

The trustee can be reached at:

         Sergio Leonardo Novick
         Libertad 359
         Buenos Aires, Argentina


QUANTIMIX XL FUND: Proofs of Claim Filing Is Until Nov. 29
----------------------------------------------------------
Quantimix XL Fund's creditors are given until Nov. 29, 2007, to
prove their claims to Muriel Bonnet, 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.

Quantimix XL'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 liquidator can be reached at:

                Muriel Bonnet
                rue d'Astorg
                75008 Paris, France


QUANTIMIX XL MASTER: Proofs of Claim Filing Deadline Is Nov. 29
---------------------------------------------------------------
Quantimix XL Master Fund's creditors are given until
Nov. 29, 2007, to prove their claims to Muriel Bonnet, 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.

Quantimix XL'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 liquidator can be reached at:

                Muriel Bonnet
                rue d'Astorg
                75008 Paris, France


REVS LIMITED: Proofs of Claim Filing Ends on Nov. 29
----------------------------------------------------
Revs Limited's creditors are given until Nov. 29, 2007, to prove
their claims to Martin Couch and Emile Small, 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.

Revs' 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:

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


SAISEI KAISYU: Proofs of Claim Filing Is Until Nov. 29
------------------------------------------------------
Saisei Kaisyu Planning 2 Limited's creditors are given until
Nov. 29, 2007, to prove their claims to Martin Couch and Jan
Neveril, 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.

Saisei Kaisyu's shareholders agreed on Oct. 9, 2007, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

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


SLE LIMITED: Proofs of Claim Filing Is Until Nov. 29
----------------------------------------------------
SLE Limited's creditors are given until Nov. 29, 2007, to prove
their claims to Guy Major and Richard Gordon, 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.

SLE's shareholder agreed on Oct. 9, 2007, to place the company
into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

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


SAVANNAH ALTERNATIVE: Proofs of Claim Filing Ends on Nov. 29
------------------------------------------------------------
Savannah Alternative Investment Fund Ltd.'s creditors are given
until Nov. 29, 2007, to prove their claims to Avalon 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.

Savannah Alternative'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 liquidator can be reached at:

                Avalon Management Limited
                Third Floor, Zephyr House
                Mary Street, P.O. Box 1180
                Grand Cayman KY1-1108, Cayman Islands

Contact for inquiries:

                Mourant du Feu & Jeune (Ref: JAPF)
                c/o P.O. Box 1348, Grand Cayman KY1-1108
                Cayman Islands
                Telephone: (+1) 345 949 4123
                Fax: (+1) 345 949 4647


VEGA GLOBAL: Sets Final Shareholders Meeting for Nov. 29
--------------------------------------------------------
Vega Global 3X Feeder Limited will hold its final shareholders
meeting on Nov. 29, 2007, at 9:30 a.m. at:

           Deloitte
           Fourth Floor, Citrus Grove
           P.O. Box 1787, George Town
           Grand Cayman

These agendas will be taken during the meeting:

    1) accounting of the winding-up process; and
    2) authorizing the liquidators to retain the records of the
       company for a period of five years from the dissolution
       of the company, after which they may be destroyed.

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

Vega Global's shareholders agreed to place the company into
voluntary liquidation under The Cayman Islands' Companies Law
2007 Revision).

The liquidator can be reached at:

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


VEGA GLOBAL 3X: Will Hold Final Shareholders Meeting on Nov. 29
---------------------------------------------------------------
Vega Global 3X Master Limited will hold its final shareholders
meeting on Nov. 29, 2007, at 10:00 a.m. at:

           Deloitte
           Fourth Floor, Citrus Grove
           P.O. Box 1787, George Town
           Grand Cayman

These agendas will be taken during the meeting:

    1) accounting of the winding-up process; and
    2) authorizing the liquidators to retain the records of the
       company for a period of five years from the dissolution
       of the company, after which they may be destroyed.

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

Vega Global's shareholders agreed to place the company into
voluntary liquidation under The Cayman Islands' Companies Law
2007 Revision).

The liquidator can be reached at:

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


VEGA INT'L: Holding Final Shareholders Meeting on Nov. 29
---------------------------------------------------------
Vega International Fund SPC Limited will hold its final
shareholders meeting on Nov. 29, 2007, at 10:30 a.m. at:

           Deloitte
           Fourth Floor, Citrus Grove
           P.O. Box 1787, George Town
           Grand Cayman

These agendas will be taken during the meeting:

    1) accounting of the winding-up process; and
    2) authorizing the liquidators to retain the records of the
       company for a period of five years from the dissolution
       of the company, after which they may be destroyed.

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

Vega International's shareholders agreed to place the company
into voluntary liquidation under The Cayman Islands' Companies
Law 2007 Revision).

The liquidator can be reached at:

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


* ARGENTINA: Secures US$100-Million Financing from IDB
------------------------------------------------------
The Inter-American Development Bank has approved a US$100
million loan for a multiphase program for the development of
basic infrastructure to support production in province of Entre
Ros, Argentina.

This program will promote the development and competitiveness of
the economy of Entre Ros, situated between the Paran  and
Uruguay rivers in the Argentine Mesopotamia.

The first phase of the program will focus on basic economic
infrastructure -- roads, electricity and ports -- to support
production and related activities to promote development of the
local productive sector.  The program will also finance
institutional strengthening and improvements in the management
capacity of sector agencies.

"The project will help increase the competitiveness of the
productive sector due to lower transaction costs associated with
road transportation; increased production due to greater
regional connectivity; and availability of electric power in
areas in agroindustrial expansion," said IDB project team leader
Vera Lucia Vicentini.  "The consolidation of supply chains will
allow a change in the productive profile and the growth of
business opportunities."

The Ministry of Economy of Entre Ros will carry out the
program.

The loan is for a 25-year term, with a four and a half year
grace period, at a variable interest rate. Local counterpart
funds will total US$25 million.

                        *     *     *

Fitch Ratings assigned these ratings on Argentina:

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




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


METROPOLITAN BANK: 3rd Quarter Profit Falls 5.56% to PHP1.7 Bil.
----------------------------------------------------------------
The Metropolitan Bank & Trust Co.'s consolidated income
statements show that the company's net income for the third
quarter of 2007 decreased 5.56% from last year's
PHP1.856 billion to PHP1.752 billion.

For the quarter ended September 30, 2007, the bank earned a net
interest income of PHP5.374 billion on an interest income of
PH9.539 billion and interest expenses of PHP4.164 billion.
Other income for the quarter is at PHP3.314 billion and other
expenses are at PHP5.606 billion.  The bank also made a
PHP869.193 million provision for impairment and credit losses.

The bank's nine-month period net profit, on the other hand, grew
19.97% to PHP5.8 billion from a year ago's PHP4.834 billion.

For the January-September 2007 period, the bank earned a net
interest income of PHP12.435 billion on interest income of
PHP28.354 billion and PHP15.919 billion in interest expenses.
The bank's other income is recorded to be at PHP11.619 billion
while other expenses is at PHP16.792 billion.  The bank also has
a provision of PHP3.148 billion for impairment and credit
losses.

As of September 30, 2007, the bank had total assets of
PHP673.84 billion and total liabilities of PHP601.304 billion,
resulting in a total equity of PHP68.73 billion.

The company's third quarter and nine-month financial statements
can be downloaded for free at:

http://www.pse.com.ph/html/ListedCompanies/pdf/2007/MBT_17Q_Sep2
007.pdf


Metropolitan Bank and Trust Company --
http://www.metrobank.com.ph/-- is the flagship company of the
Metrobank Group.  Metrobank provides a host of deposit, savings,
and loan products as well as electronic banking services like
internet banking, mobile banking, and phone banking, as well as
its huge ATM network.  Metrobank is also the leading provider of
trade finance in the country, and its overseas branch network
has enabled it to service the fund remittances of Filipino
overseas contract workers.

The bank has 583 local branches and 35 international branches
and offices located in Taiwan, China, Japan, Korea, Guam, United
States, Hong Kong, Singapore, Bahamas, and in Europe.

                        *     *     *

As reported on Nov. 6, 2006, that Moody's Investors Service
revised the outlook of Metropolitan Bank & Trust Co.'s foreign
currency long-term deposit rating of B1 and foreign currency
subordinated debt rating of Ba3 from negative to stable.

The outlooks for Metropolitan Bank's foreign currency Not-Prime
short-term deposit rating and bank financial strength rating of
D remain stable.

On Sept. 21, 2006, Fitch Ratings upgraded Metrobank's Individual
rating to 'D' from 'D/E'.  All the bank's other ratings were
affirmed:

   * Long-term Issuer Default rating 'BB-' -- with a stable
     Outlook;

   * Short-term rating 'B'; and

   * Support rating '3.

On March 3, 2006, Standard and Poor's Rating Service assigned a
CCC+ rating on Metrobank's US$125-million non-cumulative capital
securities, whereas Moody's Investors Service Rating Agency
issued a B- rating on the same capital instruments.




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


ABH 10: Proofs of Claim Filing Deadline Is Nov. 30
--------------------------------------------------
ABH 10 Limited's creditors are given until Nov. 30, 2007, to
prove their claims to Robin J. Mayor, 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.

ABH 10's shareholder agreed on Nov. 14, 2007, to place the
company into voluntary liquidation under Bermuda's Companies Act
1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


AIRCASTLE BERMUDA (II): Proofs of Claim Filing Is Until Nov. 30
---------------------------------------------------------------
Aircastle Bermuda Holding II Limited's creditors are given until
Nov. 30, 2007, to prove their claims to Robin J. Mayor, 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.

Aircastle Bermuda's shareholder agreed on Nov. 13, 2007, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


AIRCASTLE BERMUDA (III): Proofs of Claim Filing Ends on Nov. 30
---------------------------------------------------------------
Aircastle Bermuda Holding III Limited's creditors are given
until Nov. 30, 2007, to prove their claims to Robin J. Mayor,
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.

Aircastle Bermuda's shareholder agreed on Nov. 13, 2007, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


AIRCASTLE BERMUDA (IV): Proofs of Claim Filing Ends Nov. 30
-----------------------------------------------------------
Aircastle Bermuda Holding IV Limited's creditors are given until
Nov. 30, 2007, to prove their claims to Robin J. Mayor, 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.

Aircastle Bermuda's shareholder agreed on Nov. 13, 2007, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


AIRCASTLE BERMUDA (V): Proofs of Claim Filing Is Until Nov. 30
--------------------------------------------------------------
Aircastle Bermuda Holding V Limited's creditors are given until
Nov. 30, 2007, to prove their claims to Robin J. Mayor, 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.

Aircastle Bermuda's shareholder agreed on Nov. 13, 2007, to
place the company into voluntary liquidation under Bermuda's
Companies Act 1981.

The liquidator can be reached at:

         Robin J. Mayor
         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


FOSTER WHEELER: Subsidiary Reaches Accord with NTR Acquisition
--------------------------------------------------------------
Foster Wheeler Ltd.'s subsidiary Foster Wheeler USA Corporation,
part of its Global Engineering and Construction Group, has
signed an agreement with NTR Acquisition Co. to perform initial
engineering work on planned projects at Kern Oil & Refining Co.,
pending the closing of NTR's acquisition of Kern.  Kern's
refinery is located in Bakersfield, California.

The terms of the agreement were not disclosed and bookings will
be made as work packages are released by NTR.  Foster Wheeler
expects that the first work will not be released by NTR until
after the acquisition closes.  NTR anticipates the acquisition
of Kern closing in in the first quarter of 2008.

"Foster Wheeler is pleased to have been selected by NTR's
experienced management team to commence engineering projects for
the Kern facility," said Troy Roder, president and chief
executive officer of Foster Wheeler USA Corporation.  "NTR's
management has successfully executed such projects with Foster
Wheeler in the past and we look forward to collaborating with
NTR in this important undertaking within the company's growth
strategy in heavy crude oil refining."

"Our agreement with Foster Wheeler is a significant first
initiative in the future transformation of Kern's facility into
a world-class heavy crude oil refinery," said Mario E.
Rodriguez, chief executive officer of NTR.  "Our acquisition of
Kern effectively launches the platform for NTR's growth strategy
and we are prepared to quickly implement our plans for
additional investment in Kern's operations."

NTR Acquisition Co. is a special purpose acquisition company
focused on the petroleum refining and marketing industry.

On Nov. 5, 2007, NTR had signed agreements to acquire Kern, a
privately held independent petroleum refining and marketing
company, from Casey Co., Kern's sole shareholder.  As part of
the acquisition, NTR expects to make strategic capital
investments in Kern's refinery operations to expand its
conversion capacity and to improve its product yield.  Foster
Wheeler's work will initially concentrate on engineering
assessments in advance of specific projects, which are expected
to include the addition of a transmix splitter, isomerization
unit, hydrocracker and delayed coker to the refinery. The
acquisition, which was unanimously approved by NTR's board of
directors, is subject to NTR shareholder approval, applicable
regulatory approvals and other customary closing conditions.

                   About NTR Acquisition

NTR is a special purpose acquisition company organized under the
laws of the State of Delaware on June 2, 2006.  NTR was formed
to acquire, through a merger, capital stock exchange, asset
acquisition or other similar business combination, one or more
businesses or assets in the energy industry, with a particular
focus on businesses or assets involved in the refining,
distribution and marketing of petroleum products in North
America.

                       About Kern Oil

Kern Oil & Refining Co. is an independent petroleum refining and
marketing company with its refinery facility located in
Bakersfield, California.  The company's primary products include
California-approved diesel fuel and gasoline, atmospheric gas
oil, fuel oil and aliphatic solvents, which are marketed mainly
in California and its neighboring states.  Kern processes
primarily San Joaquin Valley and Kern County, California, crude
oils.  Kern qualifies for state and federal "small refiner"
status.  Kern employs about 110 people and is committed to
providing a safe working environment for its employees while
working diligently to provide cleaner fuels.

                    About Foster Wheeler

Foster Wheeler Ltd. (Nasdaq: FWLT) -- http://www.fwc.com/--
offers a broad range of engineering, procurement, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining,
upstream oil and gas, LNG and gas-to-liquids, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries.  The corporation is based in Hamilton, Bermuda, and
its operational headquarters are in Clinton, New Jersey.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2006,
Standard & Poor's Ratings Services revised its outlook on Foster
Wheeler Ltd. to positive from stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings on the company.  The company had
about US$217 million of total debt at Sept. 29, 2006.


FOSTER WHEELER: Subsidiary Bags Contract from LUKOIL Energy
-----------------------------------------------------------
Foster Wheeler Ltd.'s subsidiary of its Global Power Group has
been awarded a contract for a 70 MWe (gross megawatt electric)
circulating fluidized-bed steam generator by LUKOIL Energy & Gas
Romania s.r.l., a subsidiary of LUKOIL OAO.  The new combined
heat and power plant will be located in LUKOIL's oil refinery in
Ploiesti, Romania.

Foster Wheeler has received a full notice to proceed on this
contract.  The terms of the contract, which were not disclosed,
will be included in the company's fourth-quarter 2007 bookings.

Foster Wheeler will design and supply the CFB steam generator
and auxiliary equipment for the boiler island.  The plant will
be designed to burn petcoke and up to 20% heavy fuel oil.
Commercial operation is scheduled for early in 2010.

"We are very pleased to be given this opportunity by LUKOIL, one
of Russia's largest vertically integrated oil companies," said
James E. Stone, president and chief executive officer of Foster
Wheeler Power Group Europe.  "The award is further evidence that
the fuel flexibility of CFBs appeals to clients globally across
a full spectrum of power generation needs in a wide variety of
utility and industrial applications."

                     About Foster Wheeler

Foster Wheeler Ltd. (Nasdaq: FWLT) -- http://www.fwc.com/--
offers a broad range of engineering, procurement, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining,
upstream oil and gas, LNG and gas-to-liquids, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries.  The corporation is based in Hamilton, Bermuda, and
its operational headquarters are in Clinton, New Jersey.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2006,
Standard & Poor's Ratings Services revised its outlook on Foster
Wheeler Ltd. to positive from stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings on the company.  The company had
about US$217 million of total debt at Sept. 29, 2006.




===========
B E L I Z E
===========


FLOWSERVE CORP: Paying US$0.15 Per Share Dividend on Jan. 8
-----------------------------------------------------------
Flowserve Corp.'s Board of Directors has authorized the payment
of a quarterly cash dividend of 15 cents per share on the
company's outstanding shares of common stock.  The dividend is
payable on Jan. 9, 2008, to shareholders of record as of the
close of business on Dece. 26, 2007.

While Flowserve currently intends to pay regular quarterly
dividends for the foreseeable future, any future dividends will
be reviewed individually and declared by the Board at its
discretion, dependent on the Board's assessment of the company's
financial condition and business outlook at the applicable time.

                       About Flowserve

Headquartered in Irving, Texas, Flowserve Corp. (NYSE: FLS) --
http://www.flowserve.com/-- provides fluid motion and control
products and services.  Operating in 56 countries, the company
produces engineered and industrial pumps, seals and valves as
well as a range of related flow management services.  In Latin
America, Flowserve operates in 36 countries such as the
Dominican Republic, Guatemala, Guyana and Belize.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 20, 2007, Moody's Investors Service affirmed Flowserve
Corporation's corporate family rating at Ba3 and probability of
default at B1.  Moody's also affirmed the Ba2 rating to the
company's senior secured term loan and assigned a Ba2 rating to
Flowserve's senior secured revolving credit facility.




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


AGILENT TECH: Board Okays US$2-Billion Share-Repurchase Program
---------------------------------------------------------------
Agilent Technologies Inc.'s Board of Directors has approved a
share-repurchase program of up to US$2 billion of its common
stock over the next two years.  Agilent completed its previous
US$2 billion share buyback in October, bringing its cumulative
repurchases to US$6.466 billion since the program's inception in
2005.

"The Board's decision reflects our confidence in Agilent's
operating model and strong cash flow," said Bill Sullivan,
Agilent president and chief executive officer.  "It also
demonstrates our continuing commitment to return excess cash to
the owners."

Agilent anticipates the share-repurchase program will be
implemented using a variety of methods, which may include open-
market purchases, block trades, accelerated share-repurchase
transactions or otherwise, or by any combination of such
methods.  The number of shares to be repurchased and the timing
of any repurchases will depend on factors such as the stock
price, economic and market conditions, and corporate and
regulatory requirements.  The stock-repurchase program may be
suspended or discontinued at any time.

                      About Agilent Tech

Agilent Technologies Inc. (NYSE: A) -- http://www.agilent.com/
-- is the world's premier measurement company and a technology
leader in communications, electronics, life sciences and
chemical analysis.  The company's 19,000 employees serve
customers in more than 110 countries.

The company has operations in India, Argentina, Puerto Rico,
Bolivia, Paraguay, Venezuela, and Luxembourg, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 26, 2007, Moody's Investors Service has assigned a Ba1
rating to Agilent Technologies, Inc.'s proposed offering of
US$500 million senior notes due 2017 and affirmed its existing
ratings and stable outlook.


AGILENT TECH: Earns US$180 Million in 4th Quarter Ended Oct. 31
---------------------------------------------------------------
Agilent Technologies Inc. reported orders of US$1.48 billion for
the fourth fiscal quarter ended Oct. 31, 2007, 6 percent above
one year ago.  Revenues during the quarter were US$1.45 billion,
9 percent above last year.  Fourth quarter GAAP net income was
US$180 million.  Last year's fourth quarter GAAP net income from
continuing operations was US$126 million.

Included in this quarter's GAAP income is US$36 million of
share-based compensation expense.  Excluding this item and US$10
million of other net adjustments, Agilent reported fourth
quarter adjusted net income of US$206 million.  On a comparable
basis, the company earned US$190 million one year ago.

"Agilent had a good fiscal fourth quarter, especially
considering the continued divergent trends of our markets," said
Bill Sullivan, Agilent president and chief executive officer.
"Bio-analytical markets were strong in both Chemical Analysis
and Life Sciences, and across all geographies.  Electronic
measurement markets were very mixed, with strength in aerospace/
defense and wireless R&D, a flat profile for wireless handset
and electronic manufacturing test, and weakness in computer and
semiconductor markets."

Total fourth quarter revenues were up 9 percent from last year
to US$1.45 billion.  Adjusted net income per share, at US$0.53,
was 18 percent above last year's results and near the top of the
US$0.50 - US$0.54 guidance range.

Mr. Sullivan noted that the Bio-Analytical segment grew at a
double-digit pace for the sixth consecutive quarter, and that
the segment operating margin was at a record level.  "We are
seeing sustained strength in our new Liquid Chromatograph, Mass
Spectroscopy and Gas Chromatograph platforms, and Stratagene
integration activities continue to go well.  Last week, we
announced the acquisition of Velocity11, adding lab automation
to our expanding workflow solutions."

"While the Electronic Measurement segment was flat overall, we
saw good growth in those areas where we have invested in
specific growth initiatives, such as aerospace / defense and
wireless R&D," said Mr. Sullivan.

Fourth quarter Return on Invested Capital reached a new high of
30 percent, a point better than last year's strong performance.
Both Receivables Days-Sales-Outstanding and Inventory Days-On-
Hand reached new historic lows.  Cash generated from operating
activities was US$398 million in the fourth quarter. During the
period, the company repurchased US$631 million of its common
stock, completing its US$2 billion buyback program.

Full fiscal 2007 revenues grew 9 percent to US$5.4 billion.
Adjusted net income per share rose 22 percent to US$1.82.
Return on Invested Capital reached 27 percent, and cash
generated from operating activities during fiscal 2007 was
US$969 million.

Said Mr. Sullivan, "Today, Agilent's Board of Directors
authorized a new program to repurchase up to US$2 billion of
Agilent's common shares, reflecting its confidence in Agilent's
ability to create superior shareholder value, leveraging our
operating model through higher sustainable growth."

Looking ahead, Sullivan said the company was comfortable with
the range of analyst estimates for FY2008 revenues and adjusted
net income per share.  For the fiscal first quarter of 2008,
revenues are expected to be in the range of US$1.35 billion to
US$1.40 billion, up 5 percent to 9 percent from last year.

Comparisons of this year's first quarter adjusted net income
will be affected by a change in the timing of Agilent's annual
compensation awards program, and by a shift toward more variable
compensation. Compared to last year, about US$32 million more
compensation-related expense will be recognized in First Quarter
Fiscal Year 20008.  That US$0.06 per share cost increase will be
offset by a US$0.04 reduction in Q2 expense, and by US$0.01
reductions in FY08's third quarter and fourth quarter.
Reflecting this changed pattern of compensation expense, first
quarter adjusted net income is expected to be in the range of
US$0.38 to US$0.43 per share, 15 percent to 30 percent above
last year's comparable earnings.

                     About Agilent Tech

Agilent Technologies Inc. (NYSE: A) -- http://www.agilent.com/
-- is the world's premier measurement company and a technology
leader in communications, electronics, life sciences and
chemical analysis.  The company's 19,000 employees serve
customers in more than 110 countries.

The company has operations in India, Argentina, Puerto Rico,
Bolivia, Paraguay, Venezuela, and Luxembourg, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 26, 2007, Moody's Investors Service has assigned a Ba1
rating to Agilent Technologies, Inc.'s proposed offering of
USUS$500 million senior notes due 2017 and affirmed its existing
ratings and stable outlook.




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


ARVINMERITOR INC: Posts US$30MM Net Loss in Qtr. Ended Sept. 30
----------------------------------------------------------------
ArvinMeritor, Inc., has reported financial results for its full
fiscal year and fourth quarter ended Sept. 30, 2007.

                 Fiscal Year 2007 Highlights

    -- Sales from continuing operations for fiscal year 2007
       were US$6.4 billion, up US$34 million, compared to fiscal
       year 2006.

    -- On a GAAP basis, net loss from continuing operations was
       US$30 million, or US$0.43 per diluted share.

    -- Earnings per share from continuing operations for fiscal
       2007, before special items, were US$0.53 per diluted
       share.

    -- Net debt was reduced by US$146 million during the fiscal
       year despite negative free cash flow of US$113 million.

                  Fourth-Quarter Highlights

    -- Fourth-quarter sales were US$1.6 billion, flat from the
       same period last year.

    -- On a GAAP basis, net loss from continuing operations was
       US$23 million, or US$0.32 per diluted share.

    -- Fourth-quarter loss from continuing operations, before
       special items, was US$4 million, or US$0.06 per diluted
       share.

    -- Free cash flow of US$178 million, and a US$215 million
       reduction in net debt, for the fourth quarter of fiscal
       year 2007.

"Despite the solid progress we are making in implementing our
strategic initiatives, our results this quarter were negatively
impacted by weaker than anticipated North American truck
production and the continuing capacity challenges in our
European truck operations," said Chairman, Chief Executive
Officer and President Chip McClure.  "Going forward, we believe
European capacity issues will be less severe due to actions we
are taking to implement lean manufacturing improvements and
bring new suppliers into the pipeline.

"Following this period of extended softness in the North
American truck market, we expect to see a rebound as the
industry gradually returns in 2008.  In Europe, we look forward
to continued strong sales volumes, and in Asia and South
America, we expect volumes to grow significantly."

                 Fourth-Quarter Results 2007

For the fourth quarter of fiscal year 2007, ArvinMeritor posted
sales of US$1.6 billion, flat over the same period last year.
Sales reflect the continued downturn in Class 8 North American
truck sales offset by stronger volumes in other regions.

Operating income in the fourth quarter of 2007, before special
items, was US$8 million, compared to operating income, before
special items, of US$56 million in the prior year's fourth
quarter.

Loss from continuing operations during the fourth quarter of
fiscal year 2007, before special items, was US$4 million, or
US$0.06 per diluted share, compared to income from continuing
operations, before special items, of US$29 million, or US$0.41
per diluted share, a year ago.  Fourth-quarter results reflect
reduced North American volumes and significant premium costs
associated with record European volumes.

Special items included costs associated with supplier
reorganizations, restructuring expenses and certain non-
recurring tax charges.  Combined, these items accounted for
approximately US$0.26 per share of additional expense in the
fourth quarter.

For the fourth quarter of 2007, ArvinMeritor reported positive
free cash flow of US$178 million.

               Fourth-Quarter Accomplishments

Accomplishments in the fourth fiscal quarter of 2007 include:

    -- Sourced as the supplier on the majority of the Mine
       Resistant Ambush Protected (MRAP) vehicles awarded thus
       far, with additional potential upside as new awards are
       announced.

    -- Entered into arrangement with Chery Motors in China that
       the company expects will ramp up to anticipated sales of
       US$150 million annually by 2010.

    -- Announced closure of four additional manufacturing
       facilities in North America, as part of previously
       announced restructuring actions.

    -- Awarded new business to supply more than four million
       window regulator motors annually to Hyundai Motor Company
       worldwide.

                       Outlook for 2008

The company's fiscal year 2008 forecast for light vehicle sales
is 16 million vehicles in North America and 17 million vehicles
in Western Europe.  The company's light vehicle outlook is now
based on expected sales volume, rather than production
forecasts, as in the past.

ArvinMeritor's forecast for North American Class 8 truck
production is in the range of 210,000 to 230,000 units in fiscal
year 2008.  The forecast for heavy and medium truck volumes in
Western Europe is in the range of 530,000 to 540,000 units.

ArvinMeritor's 2008 sales are expected to be in the range of
US$6.8 billion to US$7.0 billion, and full-year diluted earnings
per share are expected to be in the range of US$1.40 to US$1.60.
This guidance excludes gains or losses on divestitures,
restructuring costs, and other special items,
including any extended customer shutdowns or production
interruptions.

"We are encouraged by our prospects for 2008," concluded Mr.
McClure.  "We anticipate that our Performance Plus initiatives,
combined with the aggressive internal programs we have
implemented to drive cost reductions, will help to mitigate the
soft market conditions in the first half of fiscal year 2008.
We are on track to generate US$75 million in cost savings in
2008 and US$150 million in annual cost savings by 2009."

                      About ArvinMeritor

Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The
company serves light vehicle, commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets.  ArvinMeritor employs about 29,000 people at more
than 120 manufacturing facilities in 25 countries.  These
countries are: China, India, Japan, Singapore, Thailand,
Australia, Venezuela, Brazil, Argentina, Belgium, Czech
Republic, France, Germany, Hungary, Italy, Netherlands, Spain,
Sweden, Switzerland, United Kingdom, among others.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Fitch Ratings downgraded its ratings on ArvinMeritor Inc.
including Issuer Default Rating to 'BB-' from 'BB'; Senior
secured revolver to 'BB' from 'BB+'; and Senior unsecured notes
to 'B+' from 'BB-'.  Fitch said the rating outlook is negative.

Standard & Poor's Ratings Services lowered its corporate credit
rating and related ratings on ArvinMeritor Inc. to 'B+' from
'BB-'.  S&P said the outlook is negative.

Moody's Investors Service downgraded ArvinMeritor's Corporate
Family Rating to B1 from Ba3 and maintained the outlook at
stable.  Moody's also lowered its ratings on the company's
secured bank obligations (to Ba1, LGD-1, 8% from Baa3, LGD-2,
13%) and unsecured notes (to B2, LGD-4, 63% from B1, LGD-4,
63%).  The Probability of Default is changed to B1 from Ba3,
while the company's Speculative Grade Liquidity rating remains
SGL-2.  Moody's said the outlook is stable.


BANCO NACIONAL: Companhia Paranaense Applies for Plant Funding
--------------------------------------------------------------
Companhia Paranaense de Energia's investor relations officer
Paulo Roberto Trompczynski said in a Web cast that the firm is
negotiating to secure a loan from Banco Nacional de
Desenvolvimento Economico e Social for the construction of a
361-megawatt, BRL950-million Maua hydro plant.

Mr. Trompczynski told Business News Americas that the Brazilian
government could decide on the funding during the federal
monetary council meeting set for Nov. 20, 2007.

According to BNamericas, Companhia Paranaense has partnered with
federal power firm Eletrosul on the Maua plant project.

BNamericas notes that Maua is part of the federal government's
growth acceleration program, which grants projects "access to
favorable financing conditions."

State-run firms face restrictions in getting loans from Banco
Nacional, BNamericas notes, citing Mr. Trompczynski.

Mr. Trompczynski commented to BNamericas, "Eletrosul was granted
special authorization from the mines and energy ministry to get
the loan for Maua.  We are making the same request and waiting
for an answer."

Banco Nacional will borrow about BRL700 million for Maua,
BNamericas states, citing Eletrosul.

                  About Companhia Paranaense

Headquartered in Parana, Brazil, COPEL aka Companhia Paranaense
de Energia SA -- http://www.copel.com/-- (NYSE: ELP/LATIBEX:
XCOP/BOVESPA: CPLE3, CPLE5, CPLE6) transmits and distributes
electricity to more than 3 million customers in the state of
Parana and has a generating capacity of nearly 4,600 MW,
primarily from hydroelectric plants.  COPEL also offers
telecommunications, natural gas, engineering, and water and
sanitation services.  The company restructured its utility
operations in 2001 into separate generation, transmission, and
distribution subsidiaries to prepare for full privatization,
which has been indefinitely postponed.  In response, COPEL is
re-evaluating its corporate structure.  The government of Parana
controls about 59% of COPEL.

                    About Banco Nacional

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 CRUZEIRO: Reports BRL64.9 Million Net Income in Third Qtr.
---------------------------------------------------------------
Banco Cruzeiro do Sul S.A. has announced its results for the
third quarter of 2007.

                         Highlights

    -- Third quarter 2007 net income totaled BRL64.9 million,
       forecasting an average annualized ROAE of 26.6%, without
       considering the IPO non-recurring expense occurred in the
       second quarter of 2007.

    -- In the 3T07, gross income from financial intermediation
       was BRL191.3 million, 97.6% higher than in the same
       period last year.

    -- The loan portfolio, including, accounts receivable and
       subordinated shares in FIDCs contained in the Securities
       balance sheet line, totaled BRL2,807.9 million, on
       Sept. 30, 2007, an increase of 214.4% year on year
       (BRL893.0 million).

    -- Paycheck-deductible personal loans recorded a consistent
       growth, with origination of BRL866.2 million in the third
       quarter 2007, and monthly average of BRL288.7 million,
       expanding by 97% against the third quarter 2006 (BRL439.6
       million).

    -- The corporate loan portfolio in the middle-market segment
       posted consistent growth to BRL298.2 million in the hird
       quarter 2007, 75.5% up on the third quarter 2006
       (BRL169.9 million).

    -- The paycheck-deductible credit card reached 579,928 cards
       issued in the third quarter 2007, up 123.5% on a year ago
       (259,458 cards).  In September 2007, the volume financed
       was BRL113.2 million.

Headquartered in Sao Paulo, Brazil, Banco Cruzeiro do Sul
(Bovespa - CZRS4), a private-sector multiple bank with
operations in the consumer segment, through paycheck-deductible
loans to public employees and social security beneficiaries, and
in the corporate segment, offering middle- market companies
short-term loans usually backed by receivables.  The bank's core
business is lending to civil servants, with payments
automatically deducted from payrolls.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 4, 2006, Moody's Investors Service upgraded Banco Cruzeiro
do Sul SA's long-term foreign currency deposits to Ba3 from Ba1.
Moody's said the rating outlook is stable.


COMPANHIA PARANAENSE: Applies for Funding from Banco Nacional
-------------------------------------------------------------
Companhia Paranaense de Energia's investor relations officer
Paulo Roberto Trompczynski said in a Web cast that the firm is
negotiating to secure a loan from Banco Nacional de
Desenvolvimento Economico e Social for the construction of a
361-megawatt, BRL950-million Maua hydro plant.

Mr. Trompczynski told Business News Americas that the Brazilian
government could decide on the funding during the federal
monetary council meeting set for Nov. 20, 2007.

According to BNamericas, Companhia Paranaense has partnered with
federal power firm Eletrosul on the Maua plant project.

BNamericas notes that Maua is part of the federal government's
growth acceleration program, which grants projects "access to
favorable financing conditions."

State-run firms face restrictions in getting loans from Banco
Nacional, BNamericas notes, citing Mr. Trompczynski.

Mr. Trompczynski commented to BNamericas, "Eletrosul was granted
special authorization from the mines and energy ministry to get
the loan for Maua.  We are making the same request and waiting
for an answer."

Banco Nacional will borrow about BRL700 million for Maua,
BNamericas states, citing Eletrosul.

                    About Banco Nacional

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.

                  About Companhia Paranaense

Headquartered in Parana, Brazil, COPEL aka Companhia Paranaense
de Energia SA -- http://www.copel.com/-- (NYSE: ELP/LATIBEX:
XCOP/BOVESPA: CPLE3, CPLE5, CPLE6) transmits and distributes
electricity to more than 3 million customers in the state of
Parana and has a generating capacity of nearly 4,600 MW,
primarily from hydroelectric plants.  COPEL also offers
telecommunications, natural gas, engineering, and water and
sanitation services.  The company restructured its utility
operations in 2001 into separate generation, transmission, and
distribution subsidiaries to prepare for full privatization,
which has been indefinitely postponed.  In response, COPEL is
re-evaluating its corporate structure.  The government of Parana
controls about 59% of COPEL.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 13, 2006, Moody's America Latina upgraded the corporate
family rating of Companhia Paranaense de Energia aka Copel to
Ba2 from Ba3 on its global scale and to Aa2.br from A3.br on its
Brazilian national scale.  Moody's said the rating outlook is
stable.  This rating action concludes the review process
initiated on July 26, 2006.

Moody's upgraded these ratings:

   -- Corporate Family Rating: to Ba2 from Ba3 (Global Local
      Currency) and to Aa2.br from A3.br (Brazilian National
      Scale);

   -- BRL500 million Senior Unsecured Guaranteed Debentures due
      2007: to Ba2 from Ba3 (Global Local Currency) and to
      Aa2.br from A3.br (Brazilian National Scale); and

   -- BRL400 million Senior Secured Guaranteed Debentures due
      2009: to Ba1 from Ba2 (Global Local Currency) and to
      Aa1.br from A1.br (Brazilian National Scale).


COMPANHIA DE SANEAMENTO: 3Q Net income Up 95.5% to BRL382.2 Mil.
----------------------------------------------------------------
Companhia de Saneamento Basico do Estado de Sao Paulo -- SABESP,
has announced its results for the third quarter 2007.

In the third quarter of 2007 net operating revenue totaled
BRL1.5 billion, a 7.3% growth compared to the same period last
year.  Costs and expenses, in the amount of BRL914.8 million,
were 0.1% lower than in the third quarter of 2006.

Earnings before financial expenses (EBIT) climbed by 21.5%, from
BRL474.9 million in the third quarter 2006 to BRL577.0 million
in the third quarter 2007.  EBITDA moved up by 17.0%, from
BRL626.4 million in the third quarter 2006 to BRL732.8 million
in the third quarter 2007.  The EBITDA margin went up from 45.0%
to 49.1%.

Net income reached BRL382.2 million, up by 95.5% compared to the
BRL195.5 million recorded in the third quarter of 2006.

Gross operating revenue totaled BRL1.6 billion, up by BRL106.1
million, or 7.0%, over the third quarter 2006.  The main reasons
for this increase were: (i) the 2.6% increase in billed water
and sewage volume, being 1.4% in the retail category and 15.2%
in the wholesale; (ii) the 5.0% impact in the third quarter 2006
regarding the 6.7% tariff readjustment as of August 2006; and
(iii) the 0.2% impact regarding the 4.1% tariff readjustment as
of September 2007.

Companhia de Saneamento Basico do Estado de Sao Paulo, aka
SABESP (Bovespa: SBSP3; NYSE: SBS), is one of the largest water
and sewage service providers in the world based on the
population served in 2005.  It operates water and sewage systems
in Sao Paulo, Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 12, 2007, Fitch Ratings has affirmed the 'BB' Local
Currency and Foreign Currency Issuer Default Ratings and the
Long-Term National Scale Rating 'A+(bra)' of Companhia de
Saneamento Basico do Estado de Sao Paulo.  In addition, Fitch
has affirmed the 'BB' Long-Term International Rating for US$140
million in notes issued by the company, as well as the 'A+(bra)'
on National Scale for its sixth debenture issuance.  Fitch said
the rating outlook is stable.


COMPANHIA DE SANEAMENTO: To Initiate Deal with Sao Paulo State
--------------------------------------------------------------
Companhia de Saneamento Basico do Estado de Sao Paulo -- SABESP,
a company affiliated with the State of Sao Paulo Sanitation and
Energy Secretariat, and the municipality of Sao Paulo will sign
a partnership that, among other significant initiatives, may be
considered the first step toward preparation of the cooperative
partnership and agreement for a program between the municipality
of Sao Paulo and the company -- pursuant to Law 11,445/07, which
regulates the concession of water and sewage services.

    The agreement establishes:

    -- The implementation and continuation of the water and
       sewage services and environmental programs in several
       areas of the city -- such as Programa Corrego Limpo
       (Clean Creek Program), Programa Mananciais (Spring Water
       Program), the construction of the Parque da Integracao
       (Integration Park) and several environmental education
       iniatives;

    -- The adoption of the Programa de uso Racional da Agua -
       Pura (Rational Water Use Program - Pure) by municipality
       buildings, enabling their insertion into the public
       tariff category regulated by contract;

    -- That public and mixed-economy companies may participate
       in Sabesp's Program for Pre-Defined Demand Agreement;

    -- The definition of agreements to settle financial
       liabilities between the municipality of Sao Paulo and
       Sabesp;

    -- A work schedule for the preparation of the Cooperation
       Partnership and the Program Agreement between the
       municipality of Sao Paulo and Sabesp.

By means of the partnership and joint work, the execution of
this partnership aims to offer a solution for the issue of
ownership of water and sewage services in metropolitan regions.
The partnership may also set the example for similar
resolutions, both in Sao Paulo and throughout Brazil.

Companhia de Saneamento Basico do Estado de Sao Paulo, aka
SABESP (Bovespa: SBSP3; NYSE: SBS), is one of the largest water
and sewage service providers in the world based on the
population served in 2005.  It operates water and sewage systems
in Sao Paulo, Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 12, 2007, Fitch Ratings has affirmed the 'BB' Local
Currency and Foreign Currency Issuer Default Ratings and the
Long-Term National Scale Rating 'A+(bra)' of Companhia de
Saneamento Basico do Estado de Sao Paulo.  In addition, Fitch
has affirmed the 'BB' Long-Term International Rating for US$140
million in notes issued by the company, as well as the 'A+(bra)'
on National Scale for its sixth debenture issuance.  Fitch said
the rating outlook is stable.


FIDELITY NATIONAL: Inks Exclusive Services Pact w/ Bankers Bank
---------------------------------------------------------------
The Bankers Bank has signed an exclusive agreement to remarket
Fidelity National Information Services, Inc.'s Corporate Capture
and Remittance Processing payment services and Network Services.
In addition, Fidelity will be the exclusive provider of credit
card processing services to The Bankers Bank clients.  This
partnership expands the existing strategic relationship between
FIS and The Bankers Bank.

The Bankers Bank is a leading national correspondent bank
chartered specifically to serve the needs of community financial
institutions across the United States.  The Bankers Bank
currently serves more than 1,400 community financial
institutions.

"The Bankers Bank believes in the power of partnership," said
Bankers Bank's president and chief executive officer, Tom Bryan.
"When we started in 1986, we wanted to develop a superior suite
of solutions for community banks.  Our strategic alliance with
FIS was formed 20 years ago to offer our community bank clients
unrivaled core processing and item processing solutions.  The
expansion of our relationship with FIS for corporate payments is
very complementary to our overall payment solutions strategy and
allows The Bankers Bank to round out the suite of leading
technology solutions that we provide to community banks."

The Bankers Bank's strategic partnership with Fidelity National
has been one of strategic growth for both companies over the
last 20 years.  Most recently, the financial institution
converted to FIS' HORIZON(TM) core processing platform in 2005.
Under the new agreement, The Bankers Bank will now exclusively
leverage two of Fidelity National's strongest payment processing
platforms.

"With the largest footprint of networked capturing facilities
(48 capture centers) and our large-volume credit card processing
capabilities, FIS is best-equipped to provide leading payment
solutions to clients of The Bankers Bank - particularly as it
continues to expand its presence," said FIS' president of
Integrated Financial Solutions division, Gary Norcross.  "The
comprehensive payment processing solutions provide financial
institutions with faster funds, greater efficiency, reduced
risks and more options from a single provider."

                    About The Bankers Bank

Headquartered in Atlanta, Georgia, The Bankers Bank --
http://www.bankersbank.com-- is a leading national
correspondent bank chartered specifically to serve the needs of
community financial institutions across the United States.  The
Bank has developed a comprehensive suite of products and
services that include card services, payment solutions, lending,
investments, consulting, insurance programs and technology
outsourcing solutions.  The Bankers Bank has grown to more than
US$2 billion in assets, more than 380 employees, and a customer
base in excess of 1,400 financial institutions, over the last
two decades.  In addition to the main office in Atlanta,
Georgia, regional and loan production offices are located in
Baltimore, Maryland; Birmingham, Alabama; Charlotte, North
Carolina; Chicago, Illinois; Cincinnati, Ohio; Denver, Colorado;
Los Angeles, California; Nashville, Tennessee; San Diego,
California; San Francisco, California; Seattle, Washington, and
Tampa, Florida.  For more information about The Bankers Bank,
visit the company website or call 800.277.2265.

                    About Fidelity National

Based in Jacksonville, Florida, Fidelity National Information
Services, Inc. -- http://www.fidelityinfoservices.com/--
provides core processing for financial institutions; card issuer
and transaction processing services; mortgage loan processing
and mortgage related information products; and outsourcing
services to financial institutions, retailers, mortgage lenders
and real estate professionals.  FIS has processing and
technology relationships with 35 of the top 50 global banks,
including nine of the top ten.  Nearly 50% of all US residential
mortgages are processed using FIS software.  FIS maintains a
strong global presence, serving over 7,800 financial
institutions in more than 60 countries worldwide, including
Brazil and Japan.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 29, 2007, Standard & Poor's Ratings Services has placed its
ratings, including the 'BB' corporate credit rating, on Fidelity
National Information Services Inc. on CreditWatch with negative
implications.

Moody's Investors Service has placed Fidelity National
Information Services' ratings on review for possible downgrade:

-- US$1.6 billion First Lien Senior Secured Term Loan B Ba1

-- US$2.1 billion First Lien Senior Secured Term Loan A Ba1

-- US$900 million First Lien Senior Revolving Credit
     Facility Ba1

-- US$200 million 4.75% (Certegy) notes due September 2008
    Ba1

-- Corporate Family Rating Ba1.


FORD MOTOR: Johnson Controls Inks MOU to Buy Saline ACH Plant
-------------------------------------------------------------
Johnson Controls Inc. signed a non-binding memorandum of
understanding with Ford Motor Company to acquire the Saline,
Michigan Automotive Components Holdings plant.

Closure of the transaction is contingent upon the completion of
a competitive labor agreement with the unionized employees at
the plant as well as resolution of other issues needed to ensure
the long term competitiveness of the operation.

The Saline ACH plant manufactures interior components such as
door panels, floor consoles, instrument panels, and cockpit
systems for a variety of Ford Motor Company vehicles.

"Through this agreement Johnson Controls would be able to
provide further support to Ford Motor Company.  This acquisition
would also complement Johnson Controls' global growth plans for
our interiors business by expanding our global interiors
manufacturing capacity," said Jeff Williams, group vice
president and general manager of North America for the
Automotive Experience of Johnson Controls.  "Our goals are to
swiftly bring this operation to profitability, diversify its
customer base, achieve synergies from the added volume and
increase our share of the interiors market."

"Automotive Components Holdings is focused on the fundamentals
of manufacturing and delivering significant improvements in
quality, delivery and cost at its operations," said Al Ver, CEO
and COO of Automotive Components Holdings and Ford Motor Company
vice president.  "We are pleased to partner with Johnson
Controls on a transition for our interiors business that is
based on a sustainable business case."

                        2007 Plant Plans

Under Ford's 2007 Hourly Labor Agreement with UAW regarding
plant plans, the company's recovery plan assumed 16 North
American plant  closures.  The closure of ten plants have been
announced: St. Louis Assembly, Atlanta Assembly, Wixom Assembly,
Windsor Casting, Norfolk Assembly, and Maumee Stamping.

These plants are scheduled to be idle or closed:

   - Essex Engine - Scheduled to idle in 2007;
   - Batavia Transmission - Scheduled to close in 2008;
   - Twin Cities Assembly - Scheduled to close in 2009;
   - Cleveland Casting - Scheduled to close in 2010.

The plan also included sale or closure of all ACH facilities.

                      About Johnson Controls

Milwaukee, Wisconsin-based Johnson Controls Inc. (NYSE: JCI)--
http://www.johnsoncontrols.com/-- is a global supplier of
heating, ventilation, and air-conditioning (HVAC) mechanical
equipment and services.  The company operates in three primary
businesses: building efficiency, automotive experience, and
power solutions.  The building efficiency business is engaged in
designing, producing, marketing and installing HVAC equipment
and building control systems that monitor, automate and
integrate building operating equipment and conditions.
Automotive experience provides seating, instrument panel,
overhead, floor console and door systems to more than 35 million
vehicles annually.  The company's power solutions business
services both automotive original equipment manufacturers, and
the general vehicle battery aftermarket.  On Dec. 9, 2005, the
company acquired York International Corporation.  In June 2006,
the company acquired Berg Inc.  Johnson Controls has about
140,000 employees.

                         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 Nov. 13, 2007,
Standard & Poor's Ratings Services said its '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 expect to resolve the CreditWatch
around mid-November.  The most likely outcome is an affirmation
of the 'B' rating, with an outlook to be determined.


FORD MOTOR: UAW Employees Ratify Healthcare MOU & National CBA
--------------------------------------------------------------
International Union, United Automobile, Aerospace and
Agricultural Workers of America said Wednesday that a memorandum
of understanding -- post-retirement medical care and a new
national collective bargaining agreement governing the wages,
hours and terms and conditions of employment for UAW-represented
employees had been ratified by the UAW membership employed at
Ford Motor Company.

The MOU is subject to a number of conditions.

On Nov. 3, 2007, Ford and the UAW entered inked the MOU and the
national agreement.

The MOU is subject to the occurrence of several uncertain events
in pending litigation, including class certification,
settlement, and court approval.

On Nov. 9, 2007, the UAW and certain Ford retirees filed suit
against Ford in the United States District Court for the Eastern
District of Michigan challenging Ford's announced intention to
unilaterally alter retiree health benefits and asserting that
they have vested rights to the benefits.  UAW v. Ford, Civil
Action No. 2:07-cv-14845 (E.D. Mich.) (Borman, J.) ("Hardwick
II").

The parties to the MOU intend to negotiate and, if possible, to
enter into a detailed settlement agreement and other related
agreements to effect the transactions contemplated by the MOU.

The final settlement agreement documentation will require
negotiation with, and the approval of counsel retained by, the
individual named plaintiffs in Hardwick II and in earlier
related litigation, UAW v. Ford, Civil Action No. 05-74730
(E.D. Mich.) (Borman, J.) (approving 2006 settlement), aff'd,
497 F.3d 615 (6th Cir. 2007) ("Hardwick I").

If a settlement is reached in Hardwick II, it would then be
submitted to the United States District Court for the Eastern
District of Michigan for approval as an amendment to the class
settlement approved by the Court in Hardwick I.

Certain provisions of the MOU will be carried out after the
later of (i) the date the District Court issues an order
approving the MOU and the Final Settlement Agreement
Documentation and (ii) the date on which Ford has successfully
completed its discussions with the Securities and Exchange
Commission regarding accounting treatment with respect to the
New VEBA.

All remaining provisions of the MOU and the Final Settlement
Agreement Documentation will be carried out on the later of the
date when all appeals from the District Court's order have been
exhausted and Jan. 1, 2010.

                New Retiree Health Care Plan

The MOU provides that as of the Implementation Date, Ford's
obligations for providing UAW retirees in the "Covered Group"
with post-retirement medical benefits, including hospital,
surgical, medical, prescription drug, vision, dental, and
hearing aid, as well as the cost of administering the benefits
and US$76.20 of the Medicare Part B premium, will be terminated.

A new retiree health care plan will be established and
maintained by either an independent committee or a joint labor-
management committee and will be funded by a newly established
Voluntary Employee Beneficiary Association trust, which will be
responsible for payment of all the Retiree Medical Benefits.

The "Covered Group" is comprised of:

   (a) all members of the class defined in the 2006 Settlement
       Agreement;

   (b) all future retirees as such term is defined in the 2006
       Settlement Agreement who are retired as of the date the
       2007 UAW-Ford National Agreement becomes effective;

   (c) all currently active UAW-represented employees of Ford
       with seniority as of the CBA Effective Date who retire
       with eligibility for post-retirement medical coverage;

   (d) all UAW retirees from any other closed or divested Ford-
       UAW business units as of the date of the MOU to the
       extent Ford is responsible for their retiree medical
       coverage;

   (e) upon retirement after the date of the MOU, all active
       UAW-represented employees of any other closed or divested
       Ford-UAW business if Ford would have responsibility for
       their retiree medical coverage; and

   (f) spouses, surviving spouses, and dependents of the current
       or former Ford-UAW employees who are eligible for Ford-
       provided retiree medical coverage.

Prior to the Implementation Date, Ford will continue to provide
Retiree Medical Benefits to UAW retirees and their eligible
spouses, surviving spouses and dependents on the basis set forth
in the 2006 Settlement Agreement.

Also prior to the Implementation Date, Ford will take certain
actions on (i) Jan. 1, 2008, (ii) April 1, 2008, and (iii)
shortly after the Effective Date to execute the terms of the
MOU.

The New Plan and the New VEBA, when approved and implemented,
will supersede the terms set forth in the 2006 Settlement
Agreement, and assume responsibility as of the Implementation
Date for all Retiree Medical Benefits for the Covered Group for
which Ford was previously responsible.

                       New VEBA Trust

The New VEBA will be established effective on the Implementation
Date.  The New VEBA will be qualified under Section 501(c)(9) of
the Internal Revenue Code, as amended, and comply as applicable
with the Labor-Management Relations Act of 1947.  Funding for
the New VEBA will begin within 10 days after the Implementation
Date, and will come from a number of sources:

A. Existing Internal VEBA

Effective Jan. 1, 2008, all assets in the Ford-UAW Benefits
Trust will be invested by Ford in a manner consistent with the
long-term nature of the health care liabilities and, subject to
the termination of the MOU, Ford will not disburse any assets
from the Internal VEBA until the Implementation Date.  On the
Implementation Date, Ford will then transfer the assets in the
Internal VEBA or an amount equal to the balance in that account
to the New VEBA.

B. Existing External VEBA

The assets and liabilities of the DC VEBA established for
mitigation purposes under the 2006 Settlement Agreement will be
transferred to the New VEBA after the transfer of assets of the
Internal VEBA.  In the meantime, Ford will make the remaining
US$35 million and US$43 million contributions under the 2006
Settlement Agreement in 2008 and 2009, respectively, and a US$33
million contribution within five days of the Effective Date to
satisfy a contribution obligation based on an increase in value
of Ford common stock under the 2006 Settlement Agreement, to the
External VEBA.

C. Temporary Asset Account-Cash

On Jan. 1, 2008, Ford or a wholly-owned subsidiary of Ford will
establish a temporary asset account and Ford will deposit or
contribute a contingent cash payment equal to the difference
between US$6.473 billion and the value of the Internal VEBA on
Jan. 1, 2008, plus interest on the amount of the contingent cash
payment at the rate of 9% for the period from Jan. 1, 2008, to
the date of deposit.

Ford will transfer the assets in the TAA related to these
deposits or an amount equal to the balance in the TAA related to
these deposits to the New VEBA after the transfer of the assets
and liabilities of the External VEBA.

D. Temporary Asset Account- Convertible Note and
   Second Lien Term Note

On Jan. 1, 2008, Ford will issue into the TAA an unsecured,
convertible note and a second lien term note.  The unsecured
convertible note will have a principal amount of US$3.334
billion, bear interest at 5.75% per annum payable semiannually
and mature on Jan. 1, 2013.  The second lien term note will have
the principal amount of US$3 billion, bear interest at 9.50% per
annum payable semiannually and mature on Jan. 1, 2018.

E. Base Amount Contributions

On April 1, 2008, Ford will make an initial contribution of
US$52.3 million to the TAA.  Thereafter, for each of the
fourteen succeeding years, Ford will contribute to the New VEBA
by April 1 of each year US$52.3 million.  At any time, Ford may
pre-fund all future annual Base Amount Contributions by paying
the applicable buyout amount provided in Appendix A of the MOU.
Ford will transfer the assets in the TAA related to the initial
US$52.3 million deposit and additional Base Amount Contributions
deposited in the TAA or an amount equal to the balance in the
TAA related to the deposit and Base Amount Contributions to the
New VEBA in conjunction with the transfer to the New VEBA
described above in subsection C, "Temporary Asset Account-Cash".

In the MOU, the UAW and Ford acknowledged that Ford's
obligations are fixed and capped and that Ford is not
responsible for, and does not provide a guarantee of the asset
returns of the funds in the TAA or the New VEBA.  If the assets
of the New VEBA are not sufficient to fully fund the obligations
of the New Plan, the committee responsible for the management
and operation of the New VEBA and New Plan may reduce benefits
to plan participants.

                     Health Care Reform

The MOU provides that Ford will publicly support federal
policies to improve the quality and affordability of health
care, and will work cooperatively with the UAW toward that goal.
Ford and the UAW have agreed to form a National Institute for
Health Care Reform to be effective on or after the Effective
Date, which would conduct research and analyze the current
medical delivery system in the United States, develop targeted
and broad-based reform proposals to improve the quality,
affordability, and accountability of the system and educate the
public, policymakers and others about how these reforms could
address the deficiencies of the current system.  Subject to the
participation of other U.S. vehicle manufacturers and their
financial support on a pro rata basis, Ford agreed to make five
annual US$1.0 million contributions for this purpose.

                    Future Contributions

The MOU provides that the UAW and the Covered Group may not
negotiate to increase any of Ford's funding obligations under
the MOU.   In addition, the UAW agreed that it will not seek to
obligate Ford to (1) provide additional contributions to the New
VEBA, (2) make any other payments related to providing retiree
medical benefits to the Covered Group, and (3) provide retiree
medical benefits through any other means to the Covered Group.
Employees may in the future contribute earnings that they
received from wages, profit sharing, COLA or signing bonuses, to
the extent that the UAW may propose.

                    Accounting Treatment

The MOU, the Final Settlement Agreement Documentation, and the
Effective Date are contingent on Ford securing satisfactory
accounting treatment for its obligations to the Covered Group
for retiree medical benefits.  Ford intends to discuss the
accounting for the obligations and for the New VEBA with the
Staff of the SEC.  If the parties cannot restructure the
arrangement on terms that Ford reasonably believes will provide
the accounting, the MOU will terminate.

                    Conditions Precedent

The MOU is subject, in its entirety, to:

   -- obtaining a class certification order that is acceptable
      to Ford, the UAW and class counsel;

   -- obtaining District Court approval in a form acceptable in
      form and substance to Ford, the UAW and class counsel;

   -- amendment of the 2006 Settlement Agreement pursuant to the
      MOU on terms acceptable in form and substance to Ford, the
      UAW and class counsel;

   -- Ford's completion of discussions with the Staff of the SEC
      regarding accounting treatment with respect to the New
      VEBA and the Retiree Medical Benefits for the Covered
      Group as set forth in the MOU, on a basis reasonably
      satisfactory to Ford;

   -- if applicable, a determination by Ford that the New VEBA
      satisfies the requirements of Section 302(c)(5) of the
      LMRA; and

   -- the occurrence of the Effective Date.

                        Termination

The MOU will terminate if: (i) the Implementation Date has not
occurred by Dec. 31, 2011 and Ford and the UAW do not agree to
an extension of time to reach the Implementation Date; or (ii)
the conditions precedent set forth in the MOU are not met by
Dec. 31, 2011, and Ford and the UAW do not agree to an extension
of time to meet the conditions precedent.

                     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 Nov. 13, 2007,
Standard & Poor's Ratings Services said its '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 expect to resolve the CreditWatch
around mid-November.  The most likely outcome is an affirmation
of the 'B' rating, with an outlook to be determined.


FORD MOTOR: Moody's Affirms Ratings; Changes Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service has affirmed the long-term ratings of
Ford Motor Company (B3 Corporate Family Rating, Ba3 senior
secured, Caa1 senior unsecured, and B3 probability of default),
but changed the rating outlook to Stable from Negative and
raised the company's Speculative Grade Liquidity rating to SGL-1
from SGL-3.  Moody's also affirmed Ford Motor Credit Company's
B1 senior unsecured rating, and changed the outlook to Stable
from Negative.  These rating actions follow Ford's announcement
of the details of the newly ratified four-year labor agreement
with the United Auto Workers.

Moody's senior vice president, Bruce Clark said, "The key
elements of the Ford labor agreement are similar to those
contained in the contracts recently reached by the UAW with
General Motors and Chrysler.  Over the long term the new
contract will help to significantly reduce Ford's wage and
health care costs."  Mr. Clark cautioned, however, that "Despite
the very constructive elements of the agreement, the cash flow
benefits of the new contract will not really take hold until
2010.  As a result we still expect that through 2008, Ford's
operating cash flow will be significantly negative and its
credit metrics will remain weak."  The essential features of the
contract include: the establishment of a UAW-managed VEBA that
will be responsible for retiree health care costs; the
establishment of a two-tiered wage structure; and tighter
restrictions on eligibility for JOBs bank benefits

The improvement in Ford's outlook to stable reflects the longer-
term benefits of the UAW agreements and the company's
significant liquidity position, balanced against a very
challenging operating environment and the sizable negative cash
flow the company will generate through 2009.

Moody's revision of Ford Credit's outlook to stable considers
the ownership and business connections between Ford and Ford
Credit that link the ratings of the two firms.  Ford's improved
outlook suggests that it may be less likely to pursue actions
and strategies that would have adverse consequences for Ford
Credit's credit profile.  Pressures on Ford Credit's stand-alone
characteristics, such as its liquidity, asset quality and
profitability, may also be eventually eased by Ford's improved
operating prospects.  However, Ford Credit is likely to continue
to face near-term challenges to its profitability resulting from
higher trending borrowing, credit, and depreciation costs.  Ford
Credit's rating is positioned two-notches higher than Ford's,
reflecting Moody's view that holders of Ford Credit's debt would
experience lower loss severity in default than would the
creditors of Ford.

Until 2010, when Ford can begin to harvest some of the new
contract's cost savings, the company will have to contend with a
number of significant challenges that will result in
considerable negative cash flow from operations.  The rate of
operating cash consumption will be considerable during 2008 but
will likely narrow during 2009.  The near term challenges
confronting Ford include: a cost structure that, although
improving, is still uncompetitive with that of Asian rivals, the
need to fund employee buy-outs associated with the new UAW
contract, and the reluctance on the part of consumers to pay as
much for certain Ford vehicles as for vehicles produced by
competitors -- despite Ford's steadily improving quality
measures.  Ford will also have to contend with the possibility
that broader economic and market conditions could become more
difficult in the US.  There is an increasing risk that US
automotive shipments fall below 16 million units during 2008;
this compares with shipments of about 16.5 million in 2007, and
17 million in 2006.  In addition, high oil prices could
accelerate the shift in consumer preference away from trucks and
SUVs toward cars and more fuel-efficient vehicles.  These trends
could have a negative impact on the late-2008 introduction of
Ford's most profitable and most strategically important vehicle
-- the F-150 light truck.

An important mitigant to these near-term challenges is Ford's
strong liquidity position that will include approximately US$30
billion in cash and securities following the funding of the UAW-
managed VEBA, and US$11 billion in available credit facilities
that are committed through 2011.  Moody's notes that the degree
of benefit provided by this credit facility to Ford's overall
liquidity position may be moderated by the company's ability to
designate Ford Credit as a borrower.  Nevertheless, Ford has
considerable capacity to cover all expected cash requirements
during the next 12 to 24 months.  This very ample liquidity
profile supports the company's SGL-1 Speculative Grade Liquidity
rating.

During 2008, Ford will continue to focus on reducing material
costs, gaining market acceptance for new vehicles, stabilizing
its retail share position, and improving the pricing power and
profitability of it car and cross over vehicle portfolio.  The
company will also look to take full advantage of the cost
reduction opportunities within the UAW agreement.  Ford's rating
outlook could improve if progress in these areas indicates that
the company is on track to generate positive free cash flow,
sustain interest coverage exceeding 1.0, and achieve EBITA
margins approximating 2.5% during the 2009 time frame.

                         About Ford

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-Latin America on
Nov. 7, 2007, Standard & Poor's Ratings Services said its 'B'
long-term corporate credit rating on Ford Motor Co. and Ford
Motor Credit Co. remains on CreditWatch with positive
implications, following the agreement between Ford and the
United Auto Workers of a new labor contract.  The ratings were
placed on CreditWatch on Sept. 26, 2007, based on S&P's belief
that Ford would reach a deal similar to the one General Motors
Corp. reached with the UAW on that date.  Ford's 'B-3' short-
term rating was not on CreditWatch.


GOL LINHAS: Unit Announces Interline Agreement with Delta Air
-------------------------------------------------------------
VRG Linhas Aereas S.A., a subsidiary of GOL Linhas Aereas
Inteligentes S.A., has announced an interline agreement with
Delta Air Lines.  Beginning this month, passengers of both
airlines can purchase tickets to all destinations served by VRG
Linhas and Delta Air Lines.

"This agreement will now provide our passengers with additional
options for flights outside of the company's current route
network," says VRG Linhas' commercial director, Lincoln Amano.
The company currently operates international flights to Bogota,
Buenos Aires and Caracas in South America, and Frankfurt,
London, Paris and Rome in Europe.

Since September, VRG Linhas has participated in MITA
(Multilateral Interline Traffic Agreement), an IATA network of
airlines from around the world.  All MITA members have the
option to enter interline agreements with other member airlines.

Passengers traveling under the Smiles frequent flier program can
only accumulate miles on flights operated by VRG Linhas.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.  The
company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.  As of June 30, 2005, the
company's balance sheet showed US$21.5 billion in assets and
US$28.5 billion in liabilities.

                          About GOL

Based in Sao Paulo, Brazil, GOL Intelligent Airlines aka GOL
Linhas Areas Inteligentes S.A. (NYSE: GOL and Bovespa: GOLL4) --
http://www.voegol.com.br/-- through its subsidiary, GOL
Transportes Aereos S.A., provides airline services in Brazil,
Argentina, Bolivia, Uruguay, and Paraguay.  The company's
services include passenger, cargo, and charter services.  As of
March 20, 2006, Gol Linhas provided 440 daily flights to 49
destinations and operated a fleet of 45 Boeing 737 aircraft.
The company was founded in 2001.

                        *     *     *

As reported in the Troubled company Reporter-Latin America on
July 25, 2007, Fitch Ratings has affirmed the 'BB+' foreign and
local currency issuer default ratings of Gol Linhas Aereas
Inteligentes S.A.  Fitch has also affirmed the outstanding
US$200 million perpetual bonds and US$200 million of senior
notes due 2017 at 'BB+' as well as the company's 'AA-' (bra)
national scale rating.  Fitch said the rating outlook is stable.


HERCULES INC: Board Declares Five Cents Per Share Dividend
----------------------------------------------------------
Hercules Incorporated's Board of Directors has declared a
dividend of five cents per common share, payable on
Jan. 18, 2008, to shareholders of record at the close of
business on Dec. 28, 2007.

                     About Hercules Inc.

Headquartered in Wilmington, Delaware, Hercules Inc. (NYSE:HPC)
-- http://www.herc.com/-- manufactures and markets chemical
specialties globally for making a variety of products for home,
office and industrial markets.  The company has its regional
headquarters in China and Switzerland, and a production facility
in Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 2, 2007, Standard & Poor's Ratings Services revised its
outlook on Wilmington, Delaware-based Hercules Inc. to positive
from stable and affirmed the existing 'BB' corporate credit
rating.


TAM SA: Launches Codeshare Pact with United Airlines
----------------------------------------------------
TAM S.A. and United Airlines has begun the new codeshare
agreement on Nov. 14, which will gain increased services to
North and South America.  Customers from both airlines may now
earn and redeem frequent flyer miles or points on the partner
carrier.

The partnership enables both companies to offer more flight
options to customers traveling between Brazil and the United
States.  United Mileage Plus members will earn and redeem miles
on all TAM and TAM Mercosur operated flights, and TAM's
Fidelidade members will earn miles and redeem points on United,
Ted, which is United's low fare carrier that serves leisure
destinations, and United Express regional jet flights.

By combining the two networks, TAM customers may now purchase
tickets on United Airlines operated flights between Brazil and
the United States, departing Rio de Janeiro and Sao Paulo to
Washington, D.C. and Chicago.  The agreement will also enable
passengers to connect to several destinations in the United
States, including Atlanta, Boston, Dallas, Denver, Las Vegas,
Los Angeles, San Francisco and Seattle, among others. United
Airlines will offer service on flights operated by TAM from
Miami and New York to the cities of Sao Paulo and Manaus,
enabling passengers to connect to several points in Brazil.

  Investor Relations Contact:        Press Agency Contact:
  Phone: (55) (11) 5582-9715         Phone: (55) (11) 5582-8167
  Fax: (55) (11) 5582-8149           Fax: (55) (11) 5582-8155
  invest@tam.com.br                  tamimprensa@tam.com.br
  http://www.tam.com.br/ri

                        About TAM SA

TAM SA -- http://www.tam.com.br/-- (Bovespa: TAMM4 and NYSE:
TAM) operates regular flights to 47 destinations throughout
Brazil.  It serves 72 different cities in the domestic market
through regional alliances.  Additionally, it maintains code-
share agreements with international airline companies that allow
passengers to travel to a large number of destinations
throughout the world.  TAM was the first Brazilian airline
company to launch a loyalty program.  The program has over 3.3
million subscribers and has awarded more than 3.6 million
tickets.

                        *      *      *

As reported in the Troubled Company Reporter-Latin America on
Aug. 27, 2007, Standard & Poor's Ratings Services affirmed its
'BB' long-term corporate credit rating on Brazil-based airline
TAM S.A.  S&P said the outlook is stable.


* BRAZIL: Sao Paulo's Partnership Deal with SABESP Sets Example
---------------------------------------------------------------
The municipality of Sao Paulo, Brazil and Companhia de
Saneamento Basico do Estado de Sao Paulo, aka SABESP, a company
affiliated with the State of Sao Paulo Sanitation and Energy
Secretariat, will sign a partnership that, among other
significant initiatives, may be considered the first step toward
preparation of the cooperative partnership and agreement for a
program between the municipality of Sao Paulo and the company --
pursuant to Law 11,445/07, which regulates the concession of
water and sewage services.

The agreement establishes:

    -- The implementation and continuation of the water and
       sewage services and environmental programs in several
       areas of the city -- such as Programa Corrego Limpo
       (Clean Creek Program), Programa Mananciais (Spring Water
       Program), the construction of the Parque da Integracao
       (Integration Park) and several environmental education
       iniatives;

    -- The adoption of the Programa de uso Racional da Agua -
       Pura (Rational Water Use Program - Pure) by municipality
       buildings, enabling their insertion into the public
       tariff category regulated by contract;

    -- That public and mixed-economy companies may participate
       in Sabesp's Program for Pre-Defined Demand Agreement;

    -- The definition of agreements to settle financial
       liabilities between the municipality of Sao Paulo and
       Sabesp;

    -- A work schedule for the preparation of the Cooperation
       Partnership and the Program Agreement between the
       municipality of Sao Paulo and Sabesp.

By means of the partnership and joint work, the execution of
this partnership aims to offer a solution for the issue of
ownership of water and sewage services in metropolitan regions.
The partnership may also set the example for similar
resolutions, both in Sao Paulo and throughout Brazil.

                        *     *     *

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




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


BEAR STEARNS FUNDS: Fund LP Wants to Dissolve & Liquidate Assets
----------------------------------------------------------------
Bear Stearns High-Grade Structured Credit Strategies Enhanced
Leverage Fund LP has asked the U.S. Delaware Chancery Court in
Wilmington to allow it to dissolve and liquidate its assets
considering the decline in the subprime mortgage market and
pending management complaints filed by its creditors, Bloomberg
News reports.

Bear Stearns Fund LP was linked to the Cayman Islands-based
hedge funds, Bear Stearns High-Grade Structured Credit
Strategies Master Fund, Ltd., and Bear Stearns High-Grade
Structure Credit Strategies Enhanced Fund, Ltd., which are
currently liquidating under Cayman Islands' Companies Law in
July 2007, the investment firm's lawyers said in the Delaware
court filings.

According to Bloomberg, Bear Stearns Fund LP is a "feeder fund"
for the Cayman Islands-based Funds, which are "master funds."
This set-up is usually done so the foreign master fund can gain
a tax advantage for the domestic investors.

"The partnerships can no longer operate in the manner
contemplated by the agreement that created it," Bloomberg quotes
the feeder fund counsel as saying.

The Bear Stearns Master Funds previously sought court protection
after a firm granted one of the investment funds
US$1,600,000,000 in emergency financing, the biggest hedge-fund
bailout since the collapse of Long-Term Capital Management LP in
1998, Bloomberg notes.

Aside from its liquidation request, Bear Stearns Fund LP also
sought permission from the Delaware Chancery Court to employ
KPMG International to oversee its liquidation.  The investment
firm's lawyers related to Bloomberg that KPMG is also overseeing
the liquidation of about five of the firm's other hedge funds,
including the Cayman Islands-based Master Funds.

"KPMG is already serving as the liquidator of the two master
funds," Bear Stearns spokesperson Russell Sherman said in an e-
mailed statement.  "By having KPMG, which is operating
independently of [Bear Stearns Asset Management], serve as
liquidators for the feeder fund will increase efficiencies and
provide for a coordinated effort."

Moreover, Samuel Molinaro, chief financial officer of New York-
based Bear Stearns Cos., disclosed that the company will take a
write-down of US$1,200,000,000 for the fourth quarter of 2007
related to mortgage securities, creating the company's first
quarterly loss in its 84-year history, the Wall Street Journal
says.

The write-down relates to Bear Stearns' position in
collateralized debt obligations, complex mortgage-backed
securities, and other like-holdings.  The Journal says the size
of the write-down might change during the last two weeks of the
quarter ending Nov. 30, 2007.

According to Bloomberg data, Bear's shares rose US$2.58, 2.6%,
to US$103.45 in New York Stock Exchange composite trading in
Nov. 14.  The company's shares have fallen 36.6% this year.

                   About Bear Stearns Funds

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

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

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


BEAR STEARNS FUNDS: Parent Taking US$1.2B Write-Down in 4Q 2007
---------------------------------------------------------------
Bear Stearns Cos. Chief Financial Officer Samuel Molinario Jr.
told the Associated Press that the group will take a US$1.2-
billion "write-down" in the fourth quarter 2007 due to weakness
in its credit portfolios.

The write-down will make Bear Stearns post a fourth quarter
loss, the AP says, citing Mr. Molinario.

According to the report, Bear Stearns had US$850 million in
write-downs during the third quarter 2007.  Banks took over
US$40 billion in total write-downs in that quarter.

The AP relates that Mr. Molinaro said during the Merrill Lynch
Banking and Finance Conference in New York that Bear Stearns'
"latest round of write-downs should suffice in accurately
valuing products" like subprime mortgages and collateralized
debt obligations.

Mr. Molinario told the AP that the write-down is "net of any
hedging gains."

According to the AP, Mr. Molinario said that Bear Stearns has
been trying to lessen its exposure to the subprime mortgage and
collateralized debt obligation markets.

The AP explains that collateralized debt obligations "are
complex financial instruments that combine slices of varying
assets and debt."  Several of these debt obligations are backed
by subprime mortgages, which are loans given to clients with
poor credit history.  Those mortgages have increasingly
defaulted.  Banks are being forced to write down the value of
bonds and collateralized debt obligations backed by the loans.

Bear Stearns had US$884 million "in exposure" to collateralized
debt obligations remaining on its books, as well as "negligible
exposure to subprime mortgages," Mr. Molinario told the AP.

Headquartered in Grand Cayman, Cayman Islands, Bear Stearns
High-Grade Structured Credits and Strategies Enhanced Leverage
Master Fund, Ltd. are open-ended investment compie, which sought
high income and capital appreciation relative to the London
Interbank Offered Rate, and was designed for long-term
investors.  On July 30, 2007, the Funds filed for wounding up
petitions under the Companies Law (2007 Revision) of the Cayman
Islands.  Simon Lovell Clayton Whicker and Kristen Beighton, at
KPMG, were appointed joint provisional liquidators.  On
July 31, 2007, the joint liquidators filed for Chapter 15
petition in the U.S. Bankruptcy Court for the Southern District
of New York.  The case is under Honorable Burton R. Lifland.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP represent
the liquidators in the United States.  The Funds assets and
debts are estimated to be more than US$100,000,000 each.


PARMALAT SPA: Group Earns EUR276.9MM for First Nine Months 2007
---------------------------------------------------------------
Parmalat S.p.A. released its financial results for the nine
months ended Sept. 30, 2007.

The Parmalat Group posted EUR276.9 million in net profit on
EUR2.82 billion in net revenues for the first nine months of
2007, compared with EUR101.4 million in net profit on
EUR2.68 billion in net revenues for the same period in 2006.

The Group's net financial position improved significantly during
the first nine months of 2007, with the balance changing from
indebtedness of EUR170 million at Dec. 31, 2006, to net
financial assets totaling EUR327.6 million at Sept. 30, 2007, a
net gain of EUR497.6 million.

These developments account for most of this improvement:

   -- the cash flow from operations, net of changes in operating
      working capital and after capital expenditures and income
      tax payments, amounted to EUR67.7 million.

   -- cash from litigation settlements totaled EUR257.4 million,
      which is the net result of proceeds of EUR302.7 million
      generated by settlements reached between the end of 2006
      and the third quarter of 2007 and legal costs amounting to
      EUR45.3 million (attributable both to 2006 and 2007);

   -- cash flow from non-recurring transactions totaled
      EUR217.8 million.  This amount is the net result of
      proceeds generated by the disposal of non-strategic
      non-current assets (EUR247.8 million), less outlays for
      acquisitions of equity investments (EUR14.2 million) and
      payment of unsecured claims (EUR9.8 million).

   -- the cash flow from financial transactions reflects net
      financial income of EUR0.9 million, dividend payments
      totaling EUR43.4 million and proceeds of EUR7.3 million
      generated by the exercise warrants.  Sundry items totaled
      EUR1.5 million on balance.

                       Parmalat S.p.A.

Parmalat S.p.A. posted EUR199.4 million in net profit on
EUR663.1 million in net revenues for the first nine months of
2007, compared with EUR67.7 million in net profit on
EUR661.2 billion in net revenues for the same period in 2006.

Proceeds from new settlements reached during the period and
higher income generated by invested liquidity account for this
improvement.

Net financial assets improved significantly during the first
nine months of 2007, rising from EUR341.4 million to
EUR785.6 million, for a net positive change of EUR444.3 million
compared with Dec. 31, 2006.  This gain reflects the positive
impact of the cash flow generated by the Company's regular
operations and the non-recurring transactions mentioned when
discussing the Group's performance, offset in part by dividend
payments (EUR41.2 million) and the amount invested to buy back
the interests held by minority shareholders in two subsidiaries
in Russia and Romania (EUR8.3 million).

                       Outlook for 2007

The results for the first nine months of 2007 were in line with
expectations, despite a less than positive performance by the
Venezuelan operations and an increase in the prices paid for raw
milk.

As for EBITDA, targets call for an annual increase ranging
between 7% and 10%, compared with 2006.

                         About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The Company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.


PARMALAT SPA: New York Court Denies Third-Party Action Dismissal
----------------------------------------------------------------
The Hon. Lewis Kaplan of the U.S. District Court for the
Southern District of New York found that the request of Dr.
Enrico Bondi, Extraordinary Administrator of Parmalat
Finanziaria S.p.A., to dismiss Grant Thornton International's
third-party complaints lacks merit, and, thus denied the
request in all respects.

                       About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The Company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  (Parmalat Lumber Bankruptcy News, Issue
No. 94; http://bankrupt.com/newsstand/or 215/945-7000).


PARMALAT SPA: New York Court Junks Motion for Reconsideration
-------------------------------------------------------------
The Hon. Lewis Kaplan of the U.S. District Court for the
Southern District of New York has denied the request of Gerald
K. Smith and G. Peter Pappas for reconsideration of the court's
order dismissing their Second Amended Complaints.

Messrs. Smith and Pappas had sought to amend their pleadings and
to correct certain deficiencies.

Judge Kaplan stated that Messrs. Smith and Pappas failed to
demonstrate any error of fact or law with respect to the denial
of leave to amend, and the fact that proposed amended complaints
have been submitted does not render his ruling a manifest error
of law.

In addition, Judge Kaplan ruled that relief is not warranted to
take account of newly discovered evidence. Messrs. Smith and
Pappas had conceded that the discovery was complete, thus the
relevant materials were available, while the motions to dismiss
were pending. Judge Kaplan adds that Messrs. Smith and Pappas
point to no manifest injustice.

                       About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has about
40 brand product lines, which include yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The Company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than US$200
million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  (Parmalat Lumber Bankruptcy News, Issue
No. 94; http://bankrupt.com/newsstand/or 215/945-7000).




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


QUEBECOR WORLD: Considers Refinancing to Retire Some Loans
----------------------------------------------------------
Quebecor World Inc. disclosed a refinancing plan pursuant to
which it intends to concurrently:

   (i) offer approximately CDN$250 million of its equity
       shares, consisting of a public offering of Subordinate
       Voting Shares in Canada and the United States for
       contemplated gross proceeds to the company of
       approximately CDN$185 million ($191 million) or
       approximately CDN$213 million ($220 million) if an over-
       allotment option granted to the underwriters involved is
       exercised in full; well as an issuance on a private
       placement basis in Canada to Quebecor Inc., the
       company's controlling shareholder, of a combination of
       Multiple Voting Shares and Subordinate Voting Shares for
       an aggregate amount of approximately CDN$65 million or
       $67 million) on the same terms as the Public Equity
       Offering, in order to allow Quebecor Inc. to maintain
       the level of its current economic interest in Quebecor
       World;

  (ii) offer on a private placement basis an aggregate of
       $500 million of new debt securities, consisting of:
       (1) new senior unsecured notes of the company in an
           aggregate amount of approximately $400 million, and
       (2) new senior unsecured convertible debentures in an
           aggregate amount of approximately $100 million; and

(iii) amend the company's credit facilities, pursuant to
       which:
      (a) the commitment of the company's syndicate of lenders
          would be reduced to $375 million;
      (b) the maturities of such facilities would be extended
          by one year to January 2010; and
      (c) the company would be provided with greater financial
          flexibility under its covenants.

The Equity Offering, the Senior Note Offering and the
Convertible Debenture Offering are conditional upon one another
and the Credit Facilities Amendment is conditional on the
completion of the Equity Offering, the Senior Note Offering and
the Convertible Debenture Offering.

The net proceeds of the Senior Note Offering and the Convertible
Debenture Offering and a portion of the net proceeds of the
Equity Offering will be used to repay indebtedness under the
company's credit facilities and the company intends to use the
remaining net proceeds of the Equity Offering to redeem its
Series 5 Cumulative Redeemable First Preferred Shares for an
aggregate redemption price of CDN$175 million or approximately
$185 million, plus accrued and unpaid dividends.

The redemption of these preferred shares is conditional upon the
completion of each of the elements of the refinancing plan and
subject to re-confirmation by the company's board of directors.
Any remaining net proceeds of the Equity Offering will be used
for general corporate purposes, including for the repayment of
additional indebtedness.

The terms of both the new Senior Notes and the Convertible
Debentures will be settled between the company and the
respective initial purchasers of the notes.  Both the Senior
Notes and the Convertible Debentures will be issued by the
company and will be unconditionally guaranteed on a senior
unsecured basis by Quebecor World (USA) Inc., Quebecor World
Capital ULC and Quebecor World Capital LLC, all wholly owned
subsidiaries of the company.

In addition, the company stated that it has re-filed its interim
financial statements for the period ended Sept. 30, 2007, well
as the corresponding management's discussion and analysis, in
order to make certain changes to Note 18 - Subsequent Events to
such financial statements relating to the company's disclosed
sale/merger of its European operation, including to correct the
amount reported for the estimated accounting (non-cash) loss on
disposal before cumulative translation adjustment impact
resulting from such sale/merger, from $70 million to $170
million.

A copy of the prospectus may be obtained from:

     Quebecor World Inc.
     Investor Relations Department
     612 St-Jacques Street, Montreal
     Quebec Canada H3C 4M8
     Tel. (800) 567-7070

                    About Quebecor World Inc.

Headquartered in Montreal, Quebec, Quebecor World Inc. (TSX:
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
Nov. 15, 2007, Moody's Investors Service rated Quebecor World
Inc.'s new US$400 million senior unsecured note issue Caa1.  At
the same time, ratings for about US$1.6 billion of existing
senior unsecured notes for QWI and its wholly owned subsidiary
companies, Quebecor World Capital Corporation and Quebecor World
Capital ULC, were downgraded to Caa1 from B3.

Standard & Poor's assigned its 'B' debt rating to Quebecor
World's proposed US$400 million senior unsecured notes due 2014.
The 'B' debt rating will be placed on CreditWatch with negative
implications.




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


POLYONE CORP: Buys GLS Corp. as Part of Specialization Strategy
---------------------------------------------------------------
PolyOne Corporation has signed a definitive agreement to acquire
GLS Corporation.  Terms of the pending transaction were not
disclosed.  However, PolyOne expects that the acquisition will
be slightly accretive to earnings in the first year.

Consummation of the transaction is subject to the satisfaction
or waiver of customary closing conditions.

The acquisition of GLS demonstrates PolyOne's specialization
strategy focused on technical innovation, new-product launches,
speed to market, and long-term customer alliances rooted in
problem solving and value creation.

GLS is known for difficult-to-develop specialty compounds and
rapid turnaround on customer requests, with a research and
development department that operates around the clock.  The
acquisition of GLS also will provide PolyOne access to new
customers in specialized, high-growth markets such as health
care and electronics.

PolyOne has targeted these markets for expansion and believes
there are additional cross-selling opportunities.  Moreover, the
two companies' global footprints are highly complementary.

"GLS is a very important strategic acquisition and the kind of
company that we have been carefully seeking to become a
significant part of PolyOne's business portfolio," Stephen D.
Newlin, chairman, president and chief executive officer, said.

"We are delighted to welcome the GLS employees and customers to
the PolyOne family," Mr. Newlin stated.  "The GLS management
team has built a terrific brand and is a customer centric growth
company. Its people and technology will be valuable additions to
the PolyOne team."

"Combining GLS's technological capabilities with PolyOne's
global infrastructure and commercial presence uniquely positions
us to capitalize on the expanding TPE market,"
Mr. Newlin added.

"GLS is a great addition to the global Engineered Materials
business portfolio," Craig Nikrant, PolyOne's vice president and
general manager of PolyOne's North American Engineered Materials
said.

"This acquisition will accelerate the specialization strategy
for our global Engineered Materials business and will decisively
shift our portfolio as we continue our aggressive evolution into
a specialty solutions provider of engineering thermoplastics,"
Mr. Nikrant related.  "The acquisition of GLS, coupled with last
year's dedication of our US$10 million specialties compounding
plant, clearly demonstrates our commitment to our specialization
strategy."

"We are delighted to join forces with PolyOne and become a key
component in its strategic evolution," Dan Dague, GLS president,
said.  "We were impressed with PolyOne's management, its
strategic vision and its corporate philosophies, and believe the
combination will result in a new organization that is even
stronger and better poised for future success."

Bear, Stearns & Co. Inc. was PolyOne's financial advisor on the
GLS acquisition and Jones Day was outside counsel.

                      About GLS Corporation

Headquartered in McHenry, Illinois, GLS Corporation --
http://www.glscorp.com/-- is a privately-held company owned by
the Dehmlow family that provides specialty thermoplastic
elastomer compounds for consumer and medical applications.  The
company serves more than 1,200 customers worldwide.  With
approximately 200 employees, GLS supports its customers with
manufacturing facilities in Illinois and Suzhou, China.

                     About PolyOne Corp.

Headquartered in northeast Ohio, PolyOne Corporation (NYSE: POL)
-- http://www.polyone.com/ -- is a leading global provider of
specialized polymer materials, services and solutions.  PolyOne
has operations in North America, Europe, Asia and Australia, and
joint ventures in North America and South America.  The company
maintains operations in China, Colombia, Thailand and Singapore.

                        *     *     *

Moody's Investor Services placed PolyOne Corporation's senior
unsecured debt, long term corporate family and probability of
default ratings at 'B1' in July 2007.  The ratings still hold to
date with a stable outlook.


* COLOMBIA: Gets US$837-Million Private Loan Program from MIF
-------------------------------------------------------------
The Multilateral Investment Fund has approved a US$837,000 grant
for technical cooperation for a new merit-based private
financing program for higher education in Chile, Colombia and
Mexico.

The project will promote private sector involvement in the
sustainable financing of human capital development based on more
equitable access to quality higher education in Latin America
and the Caribbean.  It will also develop and systematize an
innovative model that offers a private sector alternative to
complement the traditional system of family financing, bank
loans or scholarships.

Lumni, Inc. will carry out the program. It is a for-profit
company whose purpose is to extend educational access to persons
who are not able to afford to continue their studies.  Its
boards of directors in all three countries are composed of
prominent local business owners.

Lumni's funds attract capital from independent private investors
to provide financing for high performing undergraduate and
graduate students, as well as those in technical and vocational
programs, independent of their families' wealth.  Felipe
Vergara, co-Founder of Lumni, recently received an award for its
work in social entrepreneurship from the Ashoka Foundation..

The program will help launch the initiative in Mexico and
consolidate and accelerate Lumni's growth rate in Chile and
Colombia and launching it in Mexico by strengthening its
management processes and information systems, adapting and
developing a mentoring and job-placement system and acting as
anchor investor for one pioneering human capital fund in each of
the three beneficiary countries.

Local counterpart funds provided by Lumni will total US$613,000.
The project will be executed through its subsidiary in Chile,
Lumni Chile S.A.

The Multilateral Investment Fund is an autonomous member of the
IDB Group that promotes private sector growth in Latin America
and the Caribbean through grants and investments.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 15, 2007, Standard & Poor's Ratings Services assigned its
'BB+' long-term senior unsecured rating to the Republic of
Colombia's proposed 2027 Global Titulos de Tesoreria bond, a
bond denominated in Colombian pesos but payable in US dollars.


* COLOMBIA: Is in Gas Pipeline Talks with Venezuela & Ecuador
-------------------------------------------------------------
Colombia, Ecuador and Venezuela are in talks on constructing a
Trans-Andean natural gas pipeline, Inside Costa Rica reports.

The meeting took place in Ecuador's capital, Quito, which a
work timetable for a three-nation committee was granted, Inside
Costa Rica adds.

Ecuador's Mines and Petroleum Ministry said that the plan is to
build a ring of pipelines that will link the three nations
allowing them to use and trade natural gas.  Venezuela will be
Ecuador's main supplier.

The discussion also includes the delegations for the next
committee meeting to be held on Dec. 10 in Quito and creation of
technical committees that will be responsible for the logistics
of the project and the financing of feasibility studies.

Inside Costa Rica relates that Ecuador showed interest in
starting a project to explore natural gas in the Gulf of
Guayaquil, off the coast of Ecuador.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 15, 2007, Standard & Poor's Ratings Services assigned its
'BB+' long-term senior unsecured rating to the Republic of
Colombia's proposed 2027 Global Titulos de Tesoreria bond, a
bond denominated in Colombian pesos but payable in US dollars.




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


INTERPUBLIC GROUP: Moody's Rates US$200 Mil. 4.75% Notes at Ba3
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to
Interpublic Group of Companies, Inc.'s new US$200 million 4.75%
convertible senior notes due in 2023 (putable and callable on
Mar. 15, 2013).  The new convertible notes were issued in
exchange for the same principle amount of the company's US$400
million 4.50% convertible senior notes due in 2023 (putable on
Mar. 15, 2008).

Moody's Senior Vice President, Neil Begley said, "In exchanging
the notes, Interpublic improves its already strong liquidity
profile of US$1.5 billion of cash and marketable securities on
hand plus US$750 million revolver availability as of 9/30/2007,
by pushing out the put date on US$200 million of convertible
notes from Mar. 15, 2008, to Mar. 15, 2013".

Approximately US$200 million of debt instruments rated.

Assignments:

    -- Issuer: Interpublic Group of Companies, Inc.

    -- Senior Unsecured Conv./Exch. Bond/Debenture, Assigned a
       range of 66 - LGD4 to Ba3

The Ba3 rating assignment for the new notes is based upon the
notes senior unsecured priority, which will be substantially
pari passu with the existing Ba3 rated senior unsecured
obligations of Interpublic.  The company's Ba3 Corporate Family
rating and stable outlook continues to reflect the company's
position as the third largest advertising agency group and our
belief that operating performance will continue to improve over
the near-term.

                     About Interpublic

New York-based, Interpublic Group of Companies Inc. (NYSE:IPG)
-- http://www.interpublic.com/-- is one of the world's leading
organizations of advertising agencies and marketing services
companies.  The Interpublic Group has over 43,000 employees
working in offices in more than 130 countries around the world,
including Argentina, Brazil, Barbados, Belize, Chile, Colombia,
Costa Rica, Dominican Republic, Ecuador, El Salvador, Guatemala,
Honduras, Jamaica, Mexico, Nicaragua, Panama, Paraguay, Puerto
Rico, Peru, Uruguay and Venezuela.


INTERPUBLIC GROUP: S&P Rates 4.75% Convertible Senior Notes B
--------------------------------------------------------------
Standard & Poor's Ratings Services has assigned a 'B' rating to
the exchange offer of 144A privately placed 4.75% convertible
senior notes due 2023 of The Interpublic Group of Cos. Inc.
(Interpublic; B/Positive/--), which will refinance the same
principal amount of its 4.50% convertible senior notes due 2023.
The new notes, which will have registration rights, differ from
the existing notes primarily in the higher interest rate; an
extension of the first date upon which they will be callable;
and an extension of the first date upon which they will be
subject to repurchase at the investor's option.  Also, if the
company pays cash dividends on its common stock, the new notes'
conversion rate will change, but there will be no contingent
interest payment.

"The positive outlook on Interpublic's corporate credit rating
reflects the company's somewhat reduced burden as it continues
to resolve its internal control deficiencies," said S&P's credit
analyst Deborah Kinzer, "and its recent progress in reversing
its revenue and EBITDA declines."  Still, S&P expects margins
and cash flow to remain weak in the intermediate term.

                      About Interpublic

New York-based, Interpublic Group of Companies Inc. (NYSE:IPG)
-- http://www.interpublic.com/-- is one of the world's leading
organizations of advertising agencies and marketing services
companies.  The Interpublic Group has over 43,000 employees
working in offices in more than 130 countries around the world,
including Argentina, Brazil, Barbados, Belize, Chile, Colombia,
Costa Rica, Dominican Republic, Ecuador, El Salvador, Guatemala,
Honduras, Jamaica, Mexico, Nicaragua, Panama, Paraguay, Puerto
Rico, Peru, Uruguay and Venezuela.




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


AFFILIATED COMPUTER: Extends E-ZPass New Hampshire Toll Contract
----------------------------------------------------------------
Affiliated Computer Services, Inc. has extened the E-ZPass
electronic toll collection contract with the New Hampshire
Department of Transportation.

The current contract allows for three additional three-year
options to be exercised for a total contract length of 12 years.
Affiliated Computer will continue to operate the E-ZPass toll
collection customer service center during the current option
period.  The contract value for the option period is US$14.2
million.

"During the past three years, ACS has done an excellent job
managing the Customer Service Center functions for the New
Hampshire Department of Transportation," said Bureau of
Turnpikes Administrator, within the New Hampshire Department of
Transportation, Harvey Goodwin.  "ACS' experience and
professionalism have helped make E-ZPass in New Hampshire a huge
success.  We are extremely pleased that this contract has been
extended for an additional three years."

The company operates three walk-in service centers across the
state enabling citizens to enroll and maintain participation in
the pre-paid electronic toll collection system.

"Called one of the greatest innovations of our time, E-ZPass
dramatically reduces traffic congestion, as well as air
pollution caused by idling vehicles," said ACS managing director
of Transportation Solutions, Michael Huerta.  "ACS congratulates
the New Hampshire Department of Transportation on its foresight
in employing this technology."

The New Hampshire E-ZPass program has 195,000 account holders
with 335,000 E-ZPass transponders logging 64 million electronic
toll transactions annually.  The service center handles 290,000
phone calls and 70,000 walk-in customers each year.

              About Affiliated Computer Services

Headquartered in Dallas, Affiliated Computer Services Inc.
(NYSE: ACS) -- http://www.AffiliatedComputer-inc.com/ --
provides business process outsourcing and information technology
solutions to world-class commercial and government clients.  The
company has more than 58,000 employees supporting client
operations in nearly 100 countries.  The company has global
operations in Brazil, China, Dominican Republic, India,
Guatemala, Ireland, Philippines, Poland, and Singapore.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 6, 2007, Standard & Poor's Ratings Services has kept its
'BB' corporate credit and senior secured ratings on Affiliated
Computer Services Inc. on CreditWatch with negative
implications, where they were placed on Mar. 20, 2007.


BANCO INTERCONTINENTAL: Former Pres. Appeals 10-Year Prison Term
----------------------------------------------------------------
Former Banco Intercontinental head Ramon Baez Figueroa has filed
an appeal on the National District court's sentence in the
bank's fraud case, Dominican Today reports.

According to Dominican Today, the court has sentenced Mr.
Figueroa for his role in Banco Intercontinental's 2003
bankruptcy with:

          -- 10 years imprisonment,
          -- over DOP63-billion in damages, and
          -- a DOP2.5-billion fine.

Mr. Figueroa's defense attorneys filed the appeal two weeks agon
in the National District Jurisdiction before the 20-day deadline
expires on Nov. 19, Dominican Today states.

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




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


PETROECUADOR: Repsol May Seek Int'l Arbitration on Windfall Tax
---------------------------------------------------------------
Ecuadorian state-run oil firm could face international
arbitration by Spain's Repsol YPF over the Ecuadorian
government's move to raise a windfall tax amid record-high oil
prices, Reuters reports.

Repsol spokesperson Federico Cruz told Reuters that Repsol
warned Ecuadorian top government officials that it could seek
international arbitration against Ecuador, if no accord is
reached between the two parties in six months.

Mr. Cruz commented to Reuters, "We are ratifying our position to
negotiate in friendly terms with Ecuador.  If that fails, we can
resort to arbitration."

Reuters states that other firms affected by the tax hike are:

          -- China's Andes Petroleum,
          -- Brazil's Petrobras, and
          -- France's Perenco.

                       About Repsol YPF

Repsol YPF, S.A. is an integrated oil and gas company engaged in
all aspects of the petroleum business, including exploration,
development and production of crude oil and natural gas,
transportation of petroleum products, liquefied petroleum gas
and natural gas, petroleum refining, petrochemical production
and marketing of petroleum products, petroleum derivatives,
petrochemicals and natural gas.  Repsol YPF operates in over 30
countries.

                      About Petroecuador

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


PETROECUADOR: Nation's OPEC Re-Entry Beneficial for Firm
--------------------------------------------------------
Ecuadorian state-run oil firm Petroecuador will benefit from
Ecuador's re-entry into oil organization OPEC, Business News
Americas reports.

Published reports say that Ecuador will rejoin OPEC, after
withdrawing its membership in 1992.

Ecuadorian President Rafael Correa explained to BNamericas that
the OPEC membership will provide the nation with "privileged"
information on oil affairs as well as funding from other
members.

President Correa said in a statement, "It was a grave mistake to
have withdrawn due to a neo-liberal vision that wanted to
destroy everything that meant collective action."

"Returning to OPEC allows us to return to privileged information
and the experience of other oil countries that we lack so much,"
President Correa commented to BNamericas.

An industry analyst told BNamericas that Ecuador's re-entry into
OPEC will also boost the nation's exposure in the global market,
though it will still be a small producer.

According to reports, Ecuador hasn't set output quotas with OPEC
but would be agree to a 530,000-barrel-per-day production.

Ecuador will seek from other OPEC members cooperation in
technological development and project funding, BNamericas
states, citing Ecuadorian mines and oil minister Galo Chiriboga.

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.


PETROLEUM GEO-SERVICES: Acquires 78% Stake in Arrow Seismic
-----------------------------------------------------------
Petroleum Geo-Services ASA has acquired 18,359,070 shares in
Arrow Seismic ASA at a price of NOK96 per share.  Following the
transaction, PGS holds 18,359,070 shares in Arrow corresponding
to approximately 78% of all issued and outstanding shares in
Arrow.

In accordance with the Norwegian Securities Trading Act, PGS
expects to proceed with a mandatory offer for the remaining
outstanding shares in Arrow, at the same price (NOK96) as the
acquired shares.  This represents a premium of 50% related to
the last closing price of NOK64 and a premium of 37 % to the
issue price in the IPO in May 2007 of NOK70 per share.

The mandatory Offer implies a total value of the share capital
of Arrow of approximately NOK2.26 billion.

An offer document, setting out the terms and conditions of the
mandatory Offer, is expected as soon as practically possible and
no later than four weeks from Nov. 14, as required.

PGS reserves the right to acquire additional shares in Arrow in
the market, both before and during the offer period for the
mandatory Offer.

Arrow owns and operates two 3D vessels and has three vessels
under conversion to 2D/source vessels, including one vessel with
possibilities for upgrade to 6-streamer operation.  Further,
Arrow has four purpose-built high capacity seismic new buildings
on order for delivery in 2008 and 2009.  Of these nine vessels,
four are currently chartered to other seismic companies, while
the intention is to include the remaining five vessels in PGS'
operations, including the last two high capacity newbuildings
with delivery in Q2 and Q4 2009 and the three 2D/source vessels.

The acquisition is in line with PGS' strategy of growth in the
high-end segment of the seismic acquisition market. PGS will
gain access to two state of the art 10-12 streamer new build
vessels at cost and delivery times which is substantially more
attractive compared to alternative new build projects. PGS will
also gain access to capable source/2D vessels at a reasonable
cost. With the increased activity on wide azimuth, these vessels
can be effectively utilized by PGS.

"The acquisition of Arrow provides an attractive high-end
supplement to our state-of-the-art multi streamer fleet," Svein
Rennemo, president and chief executive officer of PGS said.
"Due to early delivery, these vessels enable us to capture more
effectively the short- and medium term strength in the high-end
seismic market. The transaction supports our further market
penetration in wide azimuth surveys and represents an important
step in our fleet renewal plans for the coming years."

Carnegie ASA is acting as financial advisor to PGS in relation
to this transaction.

Headquartered in Lysaker, Norway, Petroleum Geo-Services (OSE:
PGS) (NYSE: PGS) -- http://www.pgs.com/-- is a focused geophysical
company providing a broad range of seismic and reservoir services,
including acquisition, processing, interpretation, and field
evaluation.  The company also possesses the world's most extensive
multi-client data library.  The company has operations in Singapore
and Ecuador.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 15, 2007, Standard & Poor's Ratings Services has affirmed
its 'BB-' long-term corporate credit ratings on Norway-based
oilfield services company Petroleum Geo-Services ASA following
an announcement that it intends to acquire Norway-based Arrow
Seismic ASA.  S&P said the outlook is stable.


* ECUADOR: Is in Gas Pipeline Talks with Colombia & Venezuela
-------------------------------------------------------------
Colombia, Ecuador and Venezuela are in talks on constructing a
Trans-Andean natural gas pipeline, Inside Costa Rica reports.

The meeting took place in Ecuador's capital, Quito, which a
work timetable for a three-nation committee was granted, Inside
Costa Rica adds.

Ecuador's Mines and Petroleum Ministry said that the plan is to
build a ring of pipelines that will link the three nations
allowing them to use and trade natural gas.  Venezuela will be
Ecuador's main supplier.

The discussion also includes the delegations for the next
committee meeting to be held on Dec. 10 in Quito and creation of
technical committees that will be responsible for the logistics
of the project and the financing of feasibility studies.

Inside Costa Rica relates that Ecuador showed interest in
starting a project to explore natural gas in the Gulf of
Guayaquil, off the coast of Ecuador.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 1, 2007, Fitch Ratings affirmed and removed from Rating
Watch Negative the long-term foreign currency Issuer Default
Rating of Ecuador at 'CCC', the country ceiling at 'B-' and the
short-term IDR at 'C'.  Fitch said the rating outlook is stable.

In addition, these bond ratings were affirmed:

  -- Uncollateralized foreign currency bonds at 'CCC/RR4';
  -- Collateralized foreign currency Par and Discount Brady
     bonds at 'CCC+/RR3'.




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


BRITISH AIRWAYS: Seeks EUR2.5-Bln Loan to Finance Iberia Bid
------------------------------------------------------------
British Airways plc and its private equity partner, Texas
Pacific Group, are trying to obtain a EUR2.5 billion bridging
loan despite turmoil in the credit markets as they attempt to
push through a EUR3.60 per share (EUR3.4 billion) bid for
Spanish airline Iberia Lineas Aereas de Espana SA, the Daily
Telegraph reports.

"The point is that the cash Iberia is sitting on can't be
released until the deal is in place, so the consortium has to
find extra money on the debt markets that can be repaid as soon
as the deal completes.  This isn't easy in the current market,"
a source close to the consortium was quoted by the Daily
Telegraph as saying.

According to the Times, Citigroup, Royal Bank of Scotland, and
Natixis are to underwrite the deal, which is expected to close
before Christmas.

A source told the Daily Telegraph the consortium is close to
making an offer, although it may not be no more than the
indicative bid of EUR3.60 per share considering the price of oil
and the state of the world economy.

As previously reported in the TCR-Europe, BA, which holds a 10%
stake in Iberia, has joined in May 2007 with TPG Capital, Vista
Capital, Inversiones Ibersuizas and Quercus Equity to
investigate a possible consortium offer for the Spanish carrier.

The airline has ruled out further capital investment as part of
any consortium offer.

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.


IMAX CORP: Signs Four-Picture Contract with Dreamworks Animation
----------------------------------------------------------------
IMAX Corporation and DreamWorks Animation SKG, Inc. has
announced an agreement to release the studio's first three 3D
motion pictures worldwide in IMAX(R) 3D.  The IMAX 3D releases
will include Monsters vs. Aliens in March 2009, How to Train
Your Dragon in November 2009 and Shrek Goes Forth in May 2010.
A fourth DreamWorks Animation title, Kung Fu Panda, will be
released in IMAX's 2D format in June 2008.  The IMAX 3D titles
are expected to be among the first presented with IMAX's digital
3D projection system, which is scheduled to be launched
beginning June 2008.  This is IMAX's first multiple 3D picture
deal with a Hollywood studio.  The 3D titles also will be
simultaneously released to conventional digital 3D theatres.
Paramount Pictures will be the exclusive distributor of the
pictures.

"3D cinema has an opportunity to revolutionize the way people
experience movies," said DreamWorks Animation's Chief Executive
Officer, Jeffrey Katzenberg.  "We believe the immersive quality
of IMAX will provide our audiences with a unique way to
experience our films and we are delighted to include IMAX as a
key part of our 3D strategy."

"DreamWorks Animation envisions 3D as the future of CGI
animation, and we are excited to help them implement their
approach to delivering outstanding content in the years ahead,"
said IMAX Co-Chairpersons and Co-CEOs Richard L. Gelfond and
Bradley J. Wechsler.  "Further, we are so pleased that the
timing of the roll-out of our digital projection technology can
take advantage of DreamWorks Animation's 3D content that will
look, sound and feel amazing when it is presented in IMAX."

"DreamWorks Animation's creative spirit is well suited for IMAX
3D and we are delighted to be collaborating with their talented
team to bring moviegoers a premium 3D cinematic experience,"
added IMAX Filmed Entertainment Chairperson and President, Greg
Foster.  "DreamWorks Animation consistently produces and markets
films that appeal to adults and kids alike and these films will
certainly play an important role in maintaining a well-rounded
IMAX film slate over the next several years."

All four films will be digitally re-mastered into the
unparalleled image and sound quality of The IMAX Experience(R)
with IMAX DMR(R) (Digital Re-mastering) technology.

                 About DreamWorks Animation

DreamWorks Animation SKG (NYSE-DWA) --
http://www.dreamworksanimation.com-- is devoted to producing
high-quality family entertainment through the use of computer-
generated (CG) animation.  Utilizing world-class creative talent
and state-of-the-art technological capabilities, the company is
committed to making two computer-animated feature films a year
that appeal to a broad movie-going audience.  The company has
theatrically released a total of fifteen animated feature films,
including Antz, Shrek, Shrek 2, Shark Tale, Madagascar, Wallace
& Gromit: The Curse of the Were-Rabbit, Over the Hedge, Flushed
Away, Shrek the Third and Bee Movie.

                   About IMAX Corporation

Based in New York City and Toronto, Canada, IMAX Corporation
(NASDAQ:IMAX; TSX:IMX) -- http://www.imax.com/-- is an
entertainment technology company, with emphasis on film and
digital imaging technologies including 3D, post-production and
digital projection.  IMAX is a fully-integrated, out-of-home
entertainment enterprise with activities ranging from the
design, leasing, marketing, maintenance, and operation of
IMAX(R) theatre systems to film development, production, post-
production and distribution of large-format films.  IMAX also
designs and manufactures cameras, projectors and consistently
commits significant funding to ongoing research and development.
IMAX has locations in Guatemala, India, Italy, among others.

                        *     *     *

At June 30, 2007, the company's balance sheet showed total
assets of US$220.2 million and total liabilities of US$284
million, resulting in a total shareholders' deficit of US$63.8
million.


* GUATEMALA: Wants Support from Venezuela on Energy Crisis
----------------------------------------------------------
El Universal reports that Guatemalan President Alvaro Colom has
asked for support from the nation's major fuel supplier,
Venezuela, to confront possible crisis due to increasing oil
prices.

According to the report, Mr. Colom made a discussion to
Venezuelan President Hugo Chavez following the inauguration of
Argentinean president-elect Cristina Fernandez de Kirchner next
December 10.

"I have no idea of what proposal or suggestion they will make,
but we are preparing ours," El Universal reports, citing Mr.
Colom.  They are preparing a financial plan that "may prevent
somehow a likely blow (from escalating prices), and we want to
curb the risk of a crisis," Mr. Colom added.

                        *     *     *

Fitch Ratings assigned these ratings on Guatemala:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling    BB+      Feb. 22, 2006
   Long Term IDR      BB+      Feb. 22, 2006
   Short Term IDR     B        Feb. 22, 2006
   Local Currency
   Long Term Issuer
   Default Rating     BB+      Feb. 22, 2006

Fitch also rated Guatemala's senior unsecured bonds:

Maturity Date          Amount        Rate       Ratings
-------------          ------        ----       -------
Aug. 3, 2007        US$150,000,000     8.5%         BB+
Nov. 8, 2011        US$325,000,000    10.25%        BB+
Aug. 1, 2013        US$300,000,000     9.25%        BB+
Oct. 6, 2034        US$330,000,000     8.125%       BB+




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


SBARRO INC: Posts US$35.1 Mil. Combined Net Loss for Third Qtr.
---------------------------------------------------------------
Sbarro, Inc. has announced results of operations for the third
quarter and nine months ended Sept. 30, 2007.  The company's
detailed results are included in its Quarterly Report on Form
10-Q, which was filed with the Securities and Exchange
Commission.

          MidOcean Partners' Acquisition of Sbarro

On Jan. 31, 2007, MidOcean SBR Acquisition Corp., an indirect
subsidiary of MidOcean SBR Holdings, LLC, an affiliate of
MidOcean Partners III, L.P., and certain of its affiliates,
merged with and into the company in exchange for consideration
of US$450 million in cash, subject to certain adjustments.  As a
result of the merger, the company is now an indirect wholly
owned subsidiary of MidOcean SBR Holdings.

               Third Quarter Financial Results

Revenues were US$91.0 million for the quarter ended
Sept. 30, 2007, as compared to US$79.2 million for the quarter
ended Oct. 8, 2006.  The third quarter of 2007 consisted of
thirteen weeks as compared to twelve weeks in the third quarter
of 2006.  The one-week difference in 2007 generated revenues of
approximately US$6.8 million.  Sbarro's revenue increase was
primarily driven by same-store sales growth of 3.2% in its
company-owned stores, 4.3% in its domestic franchise stores and
6.6% in its international franchise stores as well as revenue
from new stores opened in 2007.

Net income for the quarter ended Sept. 30, 2007 was US$503
thousand as compared to US$2.1 million for the quarter ended
Oct. 8, 2006.  The decrease in net income was primarily due to
higher net interest expense and depreciation and amortization
resulting from the Merger.

EBITDA, as calculated in accordance with the terms of the
company's bank credit agreement, was US$14.7 million for the
third quarter ended Sept. 30, 2007 as compared to US$13.0
million for the third quarter ended Oct. 8, 2006.  The one week
difference in 2007 generated EBITDA of approximately US$0.9
million.  EBITDA increased after absorbing higher product costs,
in particular the cost of cheese, which increased approximately
US$1.5 million.

As discussed in Exhibit A, EBITDA is a non-GAAP financial
measure that management believes is an important metric to
report to Sbarro's investors, as the company considers it a
helpful additional indicator of Sbarro's ability to meet future
debt obligations and to comply with certain covenants in the
borrowing agreements which are tied to this metric.  Exhibit A
includes a reconciliation of EBITDA to net income (loss), which
is the most directly comparable financial measure under U.S.
Generally Accepted Accounting Principles (GAAP).  Exhibit A also
identifies adjustments to EBITDA that are provided for under the
bank credit agreement.

               Year to Date Financial Results

The company has reported operating results and its financial
position for all periods presented as of and prior to
Jan. 30, 2007 (prior to completion of the merger) as those of
the Predecessor company and for all periods from and after
Jan. 31, 2007 (from completion of the merger) as those of the
Successor company.  The company's operating results for the nine
months ended Sept. 30, 2007 are presented as the combined
results of the Predecessor and Successor companies.  The
presentations of 'Combined' results is not consistent with the
requirements of GAAP; however, the company's management believes
that it is a meaningful way to present the results of operations
for the nine months ended Sept. 30, 2007.

Combined revenues were US$254.1 million for the nine months
ended Sept. 30, 2007 as compared to US$252.5 million for the
nine months ended Oct. 8, 2006.  The combined nine months of
2007 consisted of thirty-nine weeks as compared to the nine
months of 2006 which consisted of forty weeks.  The additional
week in 2006 generated revenues of approximately US$5.9 million
in 2006.  Sbarro's revenue increase was primarily driven by
same-store sales growth of 3.0% in its company-owned stores,
4.5% in its domestic franchise stores and 5.8% in its
international franchise stores as well as revenue from new
stores opened in 2007.  Revenues related to the real estate
operations, which were transferred to certain of the company's
former shareholders in connection with the Merger, were US$0.3
million for 2007 and US$1.7 million for 2006.

Combined net loss for the nine months ended Sept. 30, 2007 was
US$35.1 million as compared to US$1.7 million for the nine
months ended Oct. 8, 2006.  The increase in net loss was due
primarily to the special event bonuses as well as higher net
interest expense and depreciation and
amortization resulting from the Merger.

Combined EBITDA for the nine months ended Sept. 30, 2007, as
calculated in accordance with the terms of the company's bank
credit agreement, was US$34.3 million as compared to US$35.6
million for the nine months ended Oct. 8, 2006.  The additional
week in 2006 produced EBITDA of approximately US$0.8 million in
2006.  The remaining decline in EBITDA was primarily due to
absorbing higher product costs, in particular cheese of
approximately US$2.3 million.

EBITDA for the twelve months ended Sept. 30, 2007, as calculated
in accordance with the terms of the bank credit agreement, was
US$59.7 million.  This amount reflects a correction to the
calculation of EBITDA, as determined under the bank credit
agreement, that the company have made to eliminate a US$1.056
million adjustment that was incorrectly included in the
calculation of the bank credit agreement EBITDA for the thirteen
and the combined twenty- six weeks ended July 1, 2007.  The
correction is discussed in Exhibit A.  As corrected, the EBITDA
for the twelve months ended July 1, 2007, as calculated in
accordance with the terms of the bank credit agreement, was
US$58.9 million.  Sbarro remains in compliance with the relevant
borrowing covenants after giving effect to this correction to
the calculation of EBITDA.  The correction has no effect on
prior or current financial statements or GAAP results or
quarterly or annual filings with the Securities and Exchange
Commission, as it involves solely an adjustment to the amount of
an add-back included in the calculation of EBITDA pursuant to
the terms of the bank credit agreement.

Sbarro Chairperson, President and Chief Executive Officer, Peter
Beaudrault commented, "We are pleased with the continuing growth
in same store sales in both our company owned and franchised
stores.  We have opened 24 company owned stores in 2007, which
is ahead of our schedule.  Our International Franchise store
openings continue to make progress and our pipeline of new
International stores approximates 1,100." Mr. Beaudrault further
commented, "While commodity cost increases, particularly cheese
cost, have proven to be challenging in the quarter, we have done
well in controlling all other expenses.  Our combined EBITDA for
the nine months of 2007, calculated in accordance with our bank
credit agreement, declined approximately US$0.5 million,
excluding the impact of the additional week in 2006, which
produced EBITDA of approximately US$0.8 million in 2006.  The
decline in EBITDA was primarily due to absorbing higher product
costs, in particular increased cheese costs of approximately
US$2.3 million, which offset improved profitability generated by
increased sales and good cost controls."

In addition, the former shareholders received a distribution of
the cash on hand in excess of (i) US$11 million, plus (ii) all
amounts required to be paid in connection with various special
event bonuses paid in connection with completion of the Merger.

In connection with the Merger, the company transferred interests
in certain non-core assets to a newly formed company owned by
certain of the company's former shareholders.  There was no
additional consideration given for the transfer of these assets
as they were treated as a dividend.  The assets and related
costs that the company transferred (Withdrawn Assets) were:

    -- the interests in 401 Broadhollow Realty Corp. and 401
       Broadhollow Fitness Center Corp., which own the corporate
       headquarters of the company, the fitness center and the
       assets of the Sbarro Cafe located at the corporate
       headquarters;

    -- a parcel of undeveloped real property located in East
       Northport, New York;

    -- the interests in Boulder Creek Ventures, LLC and Boulder
       Creek Holdings, LLC, which own a 40% interest in a joint
       venture that operates 15 steakhouses under "Boulder
       Creek" and other names; and

    -- the interest in Two Mex-SS, LLC, which owns a 50%
       interest in a joint venture that operates two tex-mex
       restaurants under the "Baja Grill" name.

                       About Sbarro

Headquartered in Melville, New York, Sbarro Inc. is a quick
service restaurant chain that serves Italian specialty foods.
As of Oct. 8, 2006, the company owned and operated 479 and
franchised 476 restaurants worldwide under brand names such as
Sbarro, Umberto's, and Carmela's Pizzeria.  The company also
operated 25 other restaurant concepts and joint ventures under
various brand names.  Total revenues for fiscal 2005 were
approximately US$348 million.  The company announced on
June 19, 2006, its international expansion by opening more than
25 restaurants in Guatemala, El Salvador, Honduras, The Bahamas
and Romania.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 29, 2007,
Standard & Poor's Ratings Services affirmed its bank loan and
recovery ratings on Sbarro Inc.'s bank facility, after the
report that the company will increase the size of the loan to
US$208 million from US$175 million.

These ratings were affirmed:

      -- Corporate credit rating affirmed B-;
      -- US$25 million revolver due 2013 affirmed at B; and
      -- US$183 million term loan due 2014 affirmed B.




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


NATIONAL WATER: May Sue Developers for Tampering with Main Lines
----------------------------------------------------------------
The National Water Commission of Jamaica could file a lawsuit
against developers who tamper with the company's main water
lines, Radio Jamaica reports.

A Hanover hotel developer "breached a main," causing disruption
of water supply to about 5,000 clients, RJR News relates, citing
Jamaican water and housing minister Horace Chang.

Minister Chang told Radio Jamaica that the disruption is costing
the National Water millions of dollars to correct.

According to Radio Jamaica, Minister Chang is warning both
developers and customers to avoid tampering with the National
Water's mains.

The National Water's legal representatives are negotiating with
the hotel developers who tampered with the water company's
mains, Radio Jamaica states, citing Minister Chang.

                        *     *     *

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
===========


BRISTOW GROUP: Completes US$2.5-Mln Buyout of Vortex Helicopters
----------------------------------------------------------------
Bristow Group Inc. has completed the acquisition of Vortex
Helicopters Inc. for approximately US$2.5 million.

The acquisition is part of the expansion of Bristow's Global
Training Division.  Upon completion of the transaction, the
flight school was renamed Bristow Academy Inc., New Iberia
Campus.

"Having a training school in the heart of the Gulf of Mexico
region is a key element in our global strategy to address pilot
recruitment and retention," Patrick Corr, president of the
Bristow's Global Training Division said.  "The New Iberia campus
will focus on attracting aspiring pilots who have a strong
connection to the Gulf Coast community."

"I'm looking forward to a new chapter in the growth of the
company I established in 1987," Joe Sheeran, Vortex founder
added.  "It's exciting to see the opportunities that are
available to the school, its students, and its staff through
this acquisition."

Mr. Sheeran will continue with the company in the role of
general manager of the New Iberia campus.

With the addition of the New Iberia school Bristow Academy now
has training facilities located in Louisiana, California, and
Florida, well as in the United Kingdom.  The Academy is approved
to provide training for all U.S. Federal Aviation Administration
and European Joint Aviation Administration helicopter licenses.

                About Vortex Helicopters Inc.

Headquartered in New Iberia, Los Angeles, Vortex Helicopters --
http://www.vortex-helicopters.com/-- is a flight training
school.  Vortex owns 11 training helicopters and focuses on high
quality flight training for helicopter pilots, primarily from
the Gulf Coast area.

                   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.


CKE RESTAURANTS: Reports US$273.2-Mil. Blended Same-Store Sales
---------------------------------------------------------------
CKE Restaurants, Inc. has announced period 10 same-store sales
for the four weeks ended Nov. 5, 2007, for Carl's Jr.(R) and
Hardee's(R) as well as third quarter results for the twelve
weeks ended on the same date.

Commenting on the company's performance, president and chief
executive officer, Andrew F. Puzder said, "We are pleased to
report positive blended same-store sales of 2.8 percent for
period 10 and 1.7 percent for the third quarter.  In addition,
we are very pleased to report our sixth consecutive period of
positive blended same-store sales, the 25th consecutive period
of positive same-store sales for Hardee's and our eighth
consecutive quarter of positive blended same store-sales."

"For period 10, on a two-year cumulative basis, Carl's Jr. same-
store sales have increased 5.4 percent and Hardee's same-store
sales have increased seven percent. For the third quarter, on a
two-year cumulative basis, Carl's Jr. same-store sales have
increased 6.9 percent and Hardee's same store sales have
increased 8.3 percent."

"Both brands benefited from a price increase implemented at the
beginning of period 10 which does not appear to have negatively
impacted sales.  Both brands also took an additional price
increase near the beginning of period 11 to further offset
increased operating costs.  Going forward, we will maintain our
focus on our innovative premium products and superior customer
service initiatives, as well as our ongoing remodel and dual-
branding programs."

"Carl's Jr. promoted the Patty Melt Burger for most of period
10, and reintroduced the Portobello Mushroom Six Dollar
Burger(TM) in the final week of the period.  The burger was
first offered two years ago and received awards and consumer
praise and also remains the only fast-food burger to be
topped with premium-quality Portobello mushrooms that have been
sliced and sauteed with garlic and parsley.  Carl's Jr. also
featured the latest variety of its Hand-Scooped Ice Cream Shakes
& Malts(TM), the Strawberry Banana Smoothie Shake(TM), and the
Green Burrito Taco Salad(TM) during the period, as well as the
unique Breakfast Club Sandwich," said Mr. Puzder.  "Carl's Jr.
average unit volume for period 10 was higher than any comparable
period 10 ever."

"For the third quarter, Carl's Jr. recorded a 0.7 percent same-
store sales increase on top of a strong 6.2 percent increase in
the prior year quarter."  Revenue for the third quarter from
company-operated Carl's Jr. restaurants (exclusive of franchise-
related revenue and royalties) was approximately US$135.8
million.

"Hardee's continued to feature the Hawaiian Chicken Sandwich
during the period and the Patty Melt Thickburger(TM).  In
addition, during the breakfast daypart, Hardee's introduced the
Country Breakfast Burrito(TM) on Oct. 15.  Featuring two egg
omelets filled with crumbled bacon and sausage, diced ham and
shredded cheddar cheese with hash rounds and a generous ladle of
sausage gravy, all wrapped in a warm flour tortilla, the burrito
received a substantial amount of press coverage following its
debut," Mr. Puzder continued.  "Hardee's period 10 average unit
volume was higher than any comparable period 10 since 1994,
which is as far back as we can check."

"Hardee's same-store sales for the third quarter increased 2.7
percent on top of a strong 5.6 percent increase in the prior
year quarter."  Revenue for the third quarter from company-
operated Hardee's restaurants (exclusive of franchise-related
revenue and royalties) was approximately US$137.4 million."

For the third quarter, consolidated revenue from company-
operated restaurants (exclusive of all franchise-related revenue
and royalties) was approximately:


     Carl's Jr.           US$135.8 million
     Hardee's             US$137.4 million
     Total                US$273.2 million

                  Third Quarter Cost Trends

Mr. Puzder added, "Similar to last quarter, we are providing
some general insight with respect to certain of our operating
expenses for the third quarter.  Investors should be aware we
have yet to complete our review of the cost components for the
full quarter, and that there may be other material trends which
could adversely or positively impact operating expenses or our
business in general."

"On a consolidated basis, restaurant operating expenses in
second quarter this year were 300 basis points higher than in
second quarter of fiscal 2007.  As set forth below, in third
quarter this year, we expect to see a narrowing of this gap in
restaurant operating expenses versus the prior year quarter.  We
anticipate the gap will have narrowed to between 185 and 215
basis points. This narrowing is due to a number of factors
including a price increase we took at the beginning of period
10, the last period of third quarter.  To further narrow this
gap, we took an additional price increase near the beginning of
period 11 in both brands.  To date, we believe these price
increases have not negatively impacted sales.  We will not see
the full impact of these price increases on our operating
results until the end of fourth quarter."

"We continue to experience higher food costs at both our brands
due to increased prices for beef, cheese and oils, as well as
higher pork costs at Hardee's.  As a result, we anticipate food
and packaging costs as a percentage of company-operated revenue
to be 100 to 110 basis points higher than our results for the
third quarter of fiscal 2007.  In the prior year third quarter,
food and packaging costs on a consolidated basis, excluding La
Salsa (which is now classified as a discontinued operation),
were 29.0 percent of company- operated revenue."

"Labor and employee benefit costs as a percent of company
operated revenue are expected to be 15 to 25 basis points below
our reported results for the third quarter of fiscal 2007.  In
the prior year third quarter, labor and employee benefit costs
on a consolidated basis, excluding La Salsa, were 28.9 percent
of company-operated revenue."

"Occupancy expense at Carl's Jr. continues to be negatively
impacted by consumer price index and fair market value based
rent increases over prior year and higher depreciation due to
our new point of sale system and our ongoing remodel program.
We anticipate consolidated occupancy and other costs as a
percent of company-operated revenue for the third quarter will
be approximately 110 to 120 basis points higher than the results
reported in the third quarter of fiscal 2007.  In the prior year
third quarter, occupancy and other costs on a consolidated
basis, excluding La Salsa, were 21.8 percent of company-operated
revenue." Mr. Puzder concludes.

Same-store sales results for period 11, ending Dec. 3, 2007,
will be reported on or about Dec. 12, 2007.

                    About CKE Restaurants

Based in Carpinteria, Calif., CKE Restaurants, Inc. (NYSE: CKR)
-- http://www.ckr.com-- through its subsidiaries, franchisees
and licensees, operates some of the most popular U.S. regional
brands in quick-service and fast-casual dining, including the
Carl's Jr.(R), Hardee's(R), La Salsa Fresh Mexican Grill(R) and
Green Burrito(R) restaurant brands.  The company operates 3,036
franchised, licensed or company-operated restaurants in 42
states and in 13 countries -- including Mexico and Singapore.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services has revised its outlook on
Carpenteria, California-based CKE Restaurants Inc. to negative
from stable.  At the same time, S&P's has affirmed all the
ratings, including the 'BB-' corporate credit rating, on the
company.


GRUPO MEXICO: Unit Issues MXN2.5 Bil. in Bonds on Bolsa Mexicana
----------------------------------------------------------------
Grupo Mexico SA, de C.V. told Business News Americas that its
rail subsidiary Ferromex has issued a total of MXN2.5 billion in
bonds on the local stock exchange Bolsa Mexicana de Valores.

BNamericas relates that the issue was made at seven and 15-year
terms.  It was 2.5 times oversubscribed.

According to BNamericas, these brokerages were the issuing
agents:

          -- Accival,
          -- Bancomer, and
          -- Ixe.

BNamericas notes that the proceeds will be go towards working
capital and will also be used to refinance debt.

The report says the bonds were rated AA(mex) by Fitch, while
Standard & Poor's assigned them an MXAA rating.

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.


MOVIE GALLERY: Court Gives US$150MM DIP Facility Final Go Signal
----------------------------------------------------------------
United States Bankruptcy Court for the Eastern District of
Virginia, Richmond Division has granted final approval of Movie
Gallery, Inc.'s US$150 million debtor-in-possession (DIP) credit
facility.  The facility is being arranged by Goldman Sachs
Credit Partners L.P.  The company previously received interim
approval of the DIP credit facility from the Bankruptcy Court on
Oct. 16, 2007.

The DIP financing and cash generated from daily operations will
be used to continue to pay vendors and employees, as well as
provide operational and financial stability as Movie Gallery
proceeds with its financial restructuring.  The company is in
compliance with all of the terms and conditions of the DIP
credit agreement.

Additionally, the Court granted the company authority to perform
under the restructuring agreement with Sopris Capital Advisors
LLC, under which Sopris has agreed to fund a plan of
reorganization (Proposed Plan) consistent with the terms set
forth in a restructuring term sheet previously filed with the
Court.  If approved by the Bankruptcy Court and creditors, the
Proposed Plan would provide for, among other things, conversion
of the company's US$325 million 11% senior notes and other
general unsecured claims into new equity of reorganized Movie
Gallery and conversion of approximately US$72 million of the
company's US$175 million second lien indebtedness held by Sopris
Capital, into equity of reorganized Movie Gallery.

"We are pleased to have received final Court approval of our DIP
credit facility agreement," said Movie Gallery's Chairperson,
President and Chief Executive Officer, Joe Malugen.  "Our DIP
financing allows us to continue providing customers with high-
quality entertainment and outstanding service while honoring our
obligations to vendors and employees.  We are also pleased that
we received the Court's approval to honor obligations under our
restructuring agreement with Sopris.  We are confident that
Sopris' support and the approval of our DIP financing will
significantly accelerate Movie Gallery's emergence from
bankruptcy protection."

Mr. Malugen concluded, "We appreciate the ongoing support of our
loyal customers, trusted business partners and dedicated
partners and associates as we work through our financial
restructuring."

As previously announced, the company and its domestic
subsidiaries filed voluntary Chapter 11 petitions in the
Bankruptcy Court on Oct. 16, 2007.  The main case has been
assigned case number 07-33849.

Additional information about Movie Gallery's restructuring is
available at the company's website or via the company's
restructuring information line, 888- 647-1730.  For access to
Court documents and other general information about the Chapter
11 cases, please visit http://www.kccllc.net/moviegallery.

                    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)


MYLAN INC: Prices Offerings of Common & Preferred Stocks
--------------------------------------------------------
Mylan Inc. has priced its concurrent public offerings of 1.86
million shares of 6.50% mandatory convertible preferred stock at
US$1,000 per share and 53.5 million shares of common stock at
US$14 per share pursuant to a shelf registration statement
previously filed with the Securities and Exchange Commission.
The underwriters have options to purchase approximately 279,000
additional shares of preferred stock and approximately 8.025
million shares of common stock, in each case to cover over-
allotments, if any.  These offerings are separate public
offerings by means of separate prospectus supplements and the
closing of each offering is not contingent on the other.

The preferred stock will pay, when declared by the Board of
Directors, dividends at a rate of 6.50% percent per annum on the
liquidation preference of US$1,000 per share, payable quarterly
in arrears in cash, shares of Mylan common stock or a
combination thereof at Mylan's election.  The first dividend
date will be Feb. 15, 2008.

Each share of preferred stock will automatically convert on
Nov. 15, 2010, into between approximately 58.5480 shares and
71.4286 shares of MYL common stock.  The conversion rate will be
subject to anti-dilution adjustments in certain circumstances.
Holders may elect to convert at any time at the minimum
conversion rate of 58.5480 shares of common stock for each share
of preferred stock.  The preferred stock has been approved for
listing on the New York Stock Exchange, subject to issuance.
The ticker symbol for this security will be MYLPrA.

The offerings will generate net proceeds of approximately US$2.5
billion after underwriters discounts and expenses, without
giving effect to the exercise of the over-allotment options.
The closing date for the transactions is expected to be
Nov. 19, 2007.  Mylan intends to use the net proceeds of the
offerings to prepay a portion of the bridge loans that were
borrowed to finance in part its acquisition of Merck KGaA's
generics business.

The joint book-running managers for the preferred stock and
common stock offerings are Merrill Lynch & Co. and Goldman,
Sachs & Co. Merrill Lynch & Co. is acting as sole global
coordinator for all financings for Mylan.  Co-managers for the
common stock offering are Citi, JPMorgan, Cowen & Co.  Co-
managers for the preferred stock offering are Citi, JPMorgan,
Cowen & Co., Banc of America Securities LLC and Mitsubishi UFJ
Securities.

Copies of the prospectuses related to the offerings may obtained
from Merrill Lynch & Co., 4 World Financial Center, New York, NY
10080, Attention: Prospectus Department or from Goldman, Sachs &
Co., 85 Broad Street, New York, NY 10004, Attention: Prospectus
Department, fax: 212-902-9316 or email at prospectus-
ny@ny.email.gs.com.

                         About Mylan

Mylan Inc., formerly known as Mylan Laboratories Inc. (NYSE:
MYL), -- http://www.mylan.com/-- is a global pharmaceutical
company with market leading positions in generic
pharmaceuticals, transdermal technology and unit dose packaged
products.  Mylan operates through three principal subsidiaries:
Mylan Pharmaceuticals, a world leader in generic
pharmaceuticals; Mylan Technologies, the largest producer of
generic and branded transdermal patches for the U.S. market; and
UDL Laboratories, the top U.S.-supplier of unit dose
pharmaceuticals.

Mylan also owns a controlling interest in Matrix Laboratories,
one of the world's premier suppliers of active pharmaceutical
ingredients.  Mylan also has a European platform through
Docpharma, a Matrix subsidiary, which is a marketer of branded
generics in Europe.  The company also has a production facility
in Puerto Rico.

                        *     *     *

Moody's Investor Services placed Mylan Laboratories Inc.'s
probability of default and long-term corporate family ratings at
"Ba1" in May 2007.


NUANCE COMM: Incurs US$3.4-Million Net Loss in Fourth Quarter
-------------------------------------------------------------
Nuance Communications Inc. disclosed its financial results for
the fourth fiscal quarter ended Sept. 30, 2007.

Nuance reported revenues of US$179.9 million in the quarter
ended Sept. 30, 2007, a 40 percent increase over revenues of
US$128.1 million in the quarter ended Sept. 30, 2006.  On a GAAP
basis, Nuance recognized a net loss of US$3.4 million in the
quarter ended Sept. 30, 2007, compared with a net loss of US$7.2
million in the quarter ended Sept. 30, 2006.

In addition to using GAAP results in evaluating the business,
management also believes it is useful to evaluate results using
non-GAAP measures.  Using a non-GAAP measure, the Company
reported non-GAAP revenue of approximately US$187.2 million, up
41 percent from the same period last year.  Using a non-GAAP
measure, Nuance reported non-GAAP net income of US$37.0 million
for the period ending Sept. 30, 2007, compared to non-GAAP net
income of US$26.3 million in the quarter ended Sept. 30, 2006.

These GAAP figures exclude revenues lost to purchase accounting
in conjunction with the Company's acquisition of BeVocal, Inc.,
VoiceSignal Technologies, Inc. and Tegic Communications.  The
non-GAAP net income amount excludes non-cash taxes and interest,
amortization of intangible assets, non-cash amortization of
stock-based compensation, and acquisition-related transition and
integration costs and charges.

"Nuance ended 2007 on a particularly high note, delivering
robust performance in several major product areas and producing
strong organic revenue growth," said Paul Ricci, chairman and
CEO of Nuance.  "Our results in the fourth quarter reflect
favorable trends and momentum the Company experienced throughout
2007.  In particular, we have witnessed strong demand from
customers and partners across our diverse speech markets,
improved operational performance through expense discipline and
operating leverage, and enjoyed strategic and operational
synergies from recent acquisitions.  Combined, these factors
delivered results for the quarter and the year above
expectations and positioned Nuance for continued achievement in
2008."

                About Nuance Communications

Based in Burlington, Massachusetts, Nuance Communications Inc.
(NASDAQ: NUAN), fka ScanSoft Inc., -- http://www.nuance.com/--
provides speech and imaging solutions for businesses and
consumers around the world.  Its technologies, applications and
services that help users interact with information, and create,
share and use documents.

The company has offices in Australia, Belgium, Japan, Korea,
Hong Kong, India, Mexico, and the United Kingdom, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 9, 2007, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on Burlington, Massachusetts-based
Nuance Communications Inc. and assigned its 'B-' rating to
Nuance's proposed USUS$150 million senior unsecured convertible
notes due 2027.  Proceeds from the notes will be used to
partially fund the previously announced acquisition of Tegic
Communications Inc.  S&P said the outlook is positive.


REMY WORLDWIDE: Court Approves Shearman & Sterling as Counsel
-------------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates obtained
premission from the U.S. Bankruptcy Court for the District of
Delaware to employ Shearman & Sterling LLP as their lead
bankruptcy counsel, nunc pro tunc to Oct. 8, 2007.

As reported in the Troubled Company Reporter on Oct. 19, 2007,
the Debtors selected Shearman & Sterling because the firm
possesses extensive knowledge in the areas of law relevant to
the Debtors' case.  Shearman & Sterling has represented debtors,
creditors, creditors' committees, lenders, and various parties-
in-interest in numerous Chapter 11 cases.  Shearman & Sterling
has also developed significant knowledge of the Debtors' affairs
and issues, as a result of the firm's prepetition representation
of the Debtors.

As counsel, Shearman & Sterling is expected to:

   (a) provide legal advice with respect to the Debtors' duties
       in the continued operation of their business and
       management of properties;

   (b) prepare all necessary applications, motions, answers,
       orders, reports and other legal papers on behalf of the
       Debtors;

   (c) pursue the confirmation of the Debtors' Plan of
       Reorganization, or of an alternative Plan, if necessary;
       and the approval of corresponding solicitation
       procedures and disclosure statements;

   (d) attend meetings and negotiations with creditors, equity
       holders, prospective investors, acquirers, or other
       parties-in-interest

   (e) provide general bankruptcy and non-bankruptcy legal
       services, as may be requested by Debtors;

   (f) appear before the Bankruptcy Court, any appellate
       courts, and the U.S. Trustee to protect the Debtors'
       interest; and

   (g) perform all other legal services to the Debtors, as
       deemed proper and necessary.

Shearman & Sterling's professionals bill:

        Professional                  Hourly Rate
        ------------                  -----------
        Partner                     US$695 - US$940
        Counsel and Specialist      US$500 - US$750
        Associate                   US$325 - US$595
        Legal Assistant             US$100 - US$235

Shearman & Sterling will also be reimbursed for out-of-pocket,
necessary expenses.

Douglas P. Bartner, Esq., a member at Shearman & Sterling LLP,
in New York, disclosed that in the one-year period prior to the
Petition Date, his firm was paid US$6,098,584 by the Debtors on
account of services related to the Debtors' reorganization
efforts, including their bankruptcy filing.  The firm also
received a US$750,000 retainer for estimated fees and expenses
from Sept. 27 through Oct. 8.

Mr. Bartner assured the Court that his firm does not represent
any interest adverse to the Debtors' estate or their creditors
in connection with the Chapter 11 case, and is a "disinterested
person," as defined in Section 101(14) of the Bankruptcy Code.

                    About Remy Worldwide

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

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

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of US$919,736,000 and total liabilities of
US$1,265,648,000.  (Remy Bankruptcy News; Issue No. 6,
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REMY WORLDWIDE: Bankruptcy Court Okays YCS&T as Delaware Counsel
----------------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Young Conaway Stargatt & Taylor, LLP as their
Delaware counsel.

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Pauline K. Morgan, Esq., a partner at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware, informed the Court that,
to avoid duplication of efforts, Young Conaway has discussed the
division of responsibilities with Shearman & Sterling, LLP,
which the Debtors intend to hire as Lead Counsel.

The Debtors maintained that Young Conaway possesses extensive
knowledge and expertise in the debtors' and creditors' rights
and business reorganizations that will enable the firm to work
efficiently and cost-effectively in behalf of the Debtors'
estates.

As co-counsel, Young Conaway is expected to:

   (a) provide legal advice to the Debtors in their continued
       operation of business and management of properties;

   (b) prepare all necessary legal papers on behalf of the
       Debtors;

   (c) pursue the confirmation Debtors' Reorganization Plan of
       or of an alternative Plan, if necessary;

   (d) appearing in Court to protect the interests of the
       Debtors; and

   (e) perform all legal services deemed proper and necessary
       in the proceedings.

The principal attorneys and paralegal at Young Conaway who will
provide services to the Debtors bill:

          Professional                  Hourly Rate
          ------------                  -----------
          Pauline K. Morgan               US$510
          Edmon L. Morton                 US$395
          Kenneth J. Enos                 US$275
          Patrick A. Jackson              US$250
          Melissa Bertsch, paralegal      US$125

Young Conaway will also be reimbursed for out-of-pocket,
necessary expenses.

Ms. Morgan disclosed that her firm received from the Debtors a
US$75,000 retainer in March 2007 and an additional US$30,131
retainer in April 2007, in connection with the planning and
preparation of initial documents and the firm's postpetition
representation of the Debtors.

Ms. Morgan maintained that Young Conaway is a "disinterested
person", as defined in Section 104(14) of the Bankruptcy Code.
The firm does not hold or represent any interests in the
Debtors' estates, Ms. Morgan said.

                    About Remy Worldwide

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

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

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of US$919,736,000 and total liabilities of
US$1,265,648,000.  (Remy Bankruptcy News; Issue No. 6,
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REMY WORLDWIDE: Court Okays Greenberg Traurig as Special Counsel
----------------------------------------------------------------
Remy Worldwide Holdings Inc. and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Greenbert Traurig LLP as their special
corporate advisory and litigation counsel nunc pro tunc
Oct. 8, 2007.

As reported in the Troubled Company Reporter on Nov. 2, 2007,
Kerry A. Shiba, senior vice president and chief financial
officer of Remy Worldwide Holdings, Inc., related that the
Debtors currently do not employ an experienced attorney who
serves in the role of "general counsel."  That void, he noted,
is filled by Greenberg Traurig, who, since 2006, has serviced
the Debtors in connection with corporate advisory and litigation
matters.  As a result, Greenberg Traurig, has become familiar
with the Debtors' business affairs.

The Debtors, thus, believe that Greenberg Traurig's continued
representation of them is essential to a successful Chapter 11
reorganization and will provide a substantial benefit to their
bankrupt estates.

Specifically, the Debtors have asked Greenberg Traurig to
continue to render services in connection with:

   -- advising and counseling them in connection with corporate
      advisory matters, including, but not limited to,
      corporate, securities, financing, transactional,
      intellectual property, environmental, and insurance
      matters unrelated to the administration of the Chapter 11
      cases;

   -- handling all aspects of non-bankruptcy litigation, as
      requested by the Debtors, including any pending
      prepetition litigation that would proceed in various
      forums postpetition; and

   -- any other corporate advisory or litigation services as
      requested by the Debtors.

To note, the Debtors have chosen Shearman & Sterling LLP and
Young Conaway Stargatt & Taylor LLP to provide them general
bankruptcy services.  Shearman & Sterling will chiefly be
responsible for providing general bankruptcy and reorganization
advice to the Debtors and Young Conaway will serve as the
Debtors' local Delaware counsel, while Greenberg will generally
focus on corporate advisory and litigation matters, Mr. Shiba
relates.  The Debtors assure the Court that they will undertake
efforts to minimize duplication of the professionals' work.

The Debtors will pay for Greenberg Traurig's services on an
hourly basis in accordance with the firm's customary rates:

            Attorneys             US$235 to US$750
            Paraprofessionals     US$65 to US$230

The Debtors will also reimburse Greenberg Traurig for all the
necessary cost and expenses the firm incurs in connection with
the contemplated services.

Quinn P. Williams, Esq., a Greenberg Traurig professional,
assured the Court that his firm does not hold or represent any
interests adverse to the Debtors or their estates, in matters
upon which it is to be engaged.

Greenberg Traurig related that it will conduct an ongoing review
to ensure that it continues neither to hold nor represent any
interests adverse to the Debtors or their estates.  If the firm
becomes aware of material information or relationships that it
determines require further disclosure, it will promptly disclose
that information to the Court on notice to the parties-in-
interest and the U.S. Trustee.

                    About Remy Worldwide

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

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

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of US$919,736,000 and total liabilities of
US$1,265,648,000.  (Remy Bankruptcy News; Issue No. 6,
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SPANSION INC: Works w/ Virident To Develop New Memory Products
--------------------------------------------------------------
Spansion Inc. and Virident Inc. will develop and market a new
generation of memory solutions designed to dramatically reduce
power consumption and provide excellent system performance in
Internet data centers.  Spansion also announced it has made an
equity investment in Virident.

This innovative partnership will combine the revolutionary
Spansion(R) MirrorBit(R) Eclipse(TM) family with Virident
platform technology to create a new generation of memory
solutions.  This breakthrough memory approach will enable a
significant expansion of main system memory in data center
servers.  The new memory will incorporate specific optimizations
for server applications to enable fast read performance and high
capacity, yet consume much less energy than power-hungry DRAM.
MirrorBit Eclipse Flash memory consumes as little as one-tenth
the power of DRAM on a per-Gigabyte basis.

Major Internet companies select server infrastructure for the
delivery of their services in an environment constrained by the
power demands and cost curves of DRAM, and the slow response
times of the hard disk.  The Virident technology together with
Spansion MirrorBit Eclipse Flash memory opens up the possibility
of storing much larger datasets in main server memory, providing
excellent overall system throughput while living within the
power and cooling constraints of the Internet data center.

"Our partnership with Virident is an example of how we are
optimizing our technology to address a totally new and exciting
opportunity," said Spansion's president and chief executive
officer, Bertrand Cambou.  "With the Spansion and Virident next-
generation memory solution, companies managing large consumer-
facing web sites will be able to build world-class data centers
that need a fraction of the power yet achieve high-performance
scalability."

"By understanding the needs and workloads of Internet
applications, we have built a new architecture which allows very
large memories to drive server consolidation and enhance
virtualization in an energy-efficient manner," said Virident
president and CEO, Raj Parekh. "Teaming with Spansion will
accelerate our ability to deliver game-changing improvements in
total cost of ownership for Internet servers."

                       About Virident

Virident Inc. -- http://www.virident.com--  is developing
energy efficient, scalable, and high performance technology for
the Internet data center.  Virident's breakthrough innovations
in hardware, software, and subsystem design will deliver
significant reductions in total cost of ownership and higher
performance for companies building industry standard internet
server infrastructures.

                       About Spansion

Spansion Inc. -- http://www.spansion.com/-- (Nasdaq: SPSN),
headquartered in Sunnyvale, California, and parent of Spansion
LLC, is a leading provider of flash memory semiconductors that's
after its initial public offering in December 2005, is owned
approximately 38% by Advanced Micro Devices and 25% by Fujitsu
Limited.

The company has European operations in France, Asia-Pacific
facilities in Japan, China, Malaysia and Thailand, as well as
sales offices in Latin American countries including Brazil and
Mexico.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 18, 2007, Fitch Ratings has assigned a rating of 'B+/RR2' to
Spansion Inc.'s US$550 million senior secured floating- rate
notes due 2013 issued pursuant to Rule 144A, the net proceeds
from which will be used to repay the outstanding obligations
under the company's US$500 million senior secured term loan
facility due 2012.  The remainder of net proceeds will be used
for general corporate purposes, including capital expenditures
and working capital.

Fitch has withdrawn the 'BB-/RR1' rating of the approximately
US$500 million senior secured term loan facility in anticipation
of Spansion's repayment of this tranche of debt.  Additionally,
Fitch has downgraded the US$175 million senior secured revolving
credit facility due 2010 to 'B+/RR2' from 'BB-/RR1.'  In
conjunction with the refinancing, Fitch has affirmed these
ratings:

    -- Issuer Default Rating of 'B-';

    -- US$250 million of 11.75% senior unsecured notes due 2016
       at 'CCC+/RR5'; and

    -- US$207 million of 2.25% convertible senior subordinated
       debentures due 2016 at 'CCC/RR6'.

Fitch said the rating outlook remains negative.  Approximately
US$1.1 billion of total debt is affected by Fitch's actions.


UNITED RENTALS: S&P Holds BB- Corp. Credit Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services' 'BB-' corporate credit
ratings on United Rentals Inc. and its wholly owned subsidiary
United Rentals (North America) Inc. remain on CreditWatch with
negative implications.

"Our decision follows United Rentals' announcement that Cerebus
Capital Management L.P. is not prepared to proceed with the
purchase of the company on the terms in its merger agreement,"
said S&P's credit analyst John Sico.

It is unclear at this time whether the transaction will
eventually proceed.  United Rentals has not announced which
course it will take if the merger agreement is terminated.  The
corporate credit rating will remain on CreditWatch pending the
outcome of the merger agreement and future developments.

Greenwich, Connecticut-based United Rentals Inc. (NYSE: URI) --
http://unitedrentals.com/-- is an equipment rental company with
an integrated network of over 690 rental locations in 48 states,
10 Canadian provinces and Mexico.  The company's more than
12,000 employees serve construction and industrial customers,
utilities, municipalities, homeowners and others.  The company
offers for rent over 20,000 classes of rental equipment with a
total original cost of US$4.0 billion.  United Rentals is a
member of the Standard & Poor's MidCap 400 Index and the Russell
2000 Index(R).


URS CORP: Closes Washington Group Acquisition for US$3.1 Billion
----------------------------------------------------------------
URS Corporation has completed its acquisition of Washington
Group International Inc. for a total purchase price of
approximately US$3.1 billion.  The closing of the acquisition
follows approvals by URS and Washington Group stockholders at
each company's special meeting of stockholders held earlier.

"This transaction has important benefits for the stockholders
and customers of both companies," said Martin M. Koffel,
Chairman and Chief Executive Officer of URS.  "With the addition
of Washington Group's complementary engineering and construction
services, URS becomes one of the few fully-integrated
engineering, construction and technical services firms capable
of serving every phase of a project -- from initial planning,
engineering and construction of a project, to operations and
maintenance.  The combined company also has enhanced scale and
expertise to meet the increasing demand for comprehensive
solutions on large, complex global assignments.  We are looking
forward to capturing the tremendous potential of the combined
company."

Mr. Koffel continued, "We also are delighted to welcome
Washington Group's 25,000 employees to URS.  We believe the
combined company is unrivaled in terms of its professional
talent and the opportunities we are able to offer our employees
as part of a larger, more dynamic company."

The acquisition further diversifies and broadens URS' market
exposure, allowing the Company to offer a broad range of
engineering and construction services to clients in the
transportation, facilities, environmental, water/wastewater,
industrial infrastructure and process, homeland security,
installations and logistics, and defense systems markets.  In
addition, the combined company will be a major contractor to the
federal government.

Under the terms of the merger agreement, Washington Group
stockholders are receiving US$43.80 in cash and 0.900 shares of
URS common stock for each share of Washington Group stock.  In
lieu of receiving the mix of cash and URS common stock,
Washington Group stockholders may elect to receive all stock or
all cash.  The number of shares to be paid in lieu of cash in an
all-stock election and the amount of cash to be paid in lieu of
URS common stock in an all-cash election will be based on the
volume weighted average trading price of URS common stock during
the five trading day period ended Nov. 14, 2007 of US$57.0184.
All-cash and all-stock elections are subject to proration.

Based on the five trading day volume weighted average price of
URS common stock of US$57.0184, Washington Group stockholders
can elect to receive US$95.11656 in cash (subject to proration),
1.6681731 shares of URS common stock (subject to proration), or
US$43.80 in cash and 0.900 shares of URS common stock.  The
deadline for Washington Group stockholders to elect whether to
receive a cash consideration, stock consideration or a
combination thereof, subject to proration, will be 5:00 p.m. ET
on Nov. 20, 2007.

URS stockholders are retaining the shares they held prior to the
transaction.

In connection with the completion of the transaction, Washington
Group's shares have ceased to trade on the NYSE as of the close
of trading last Friday.  Washington Group will operate as the
Washington Division of URS. Steven Hanks, former Chief Executive
Officer of Washington Group, has been named President of the
Washington Division and appointed to the URS Corporation Board
of Directors.

                   About URS Corporation

Headquartered in San Francisco, California, URS Corporation
(NYSE:URS) -- http://www.urscorp.com/-- offers a comprehensive
range of professional planning and design, systems engineering
and technical assistance, program and construction management,
and operations and maintenance services for transportation,
facilities, environmental, water/wastewater, industrial
infrastructure and process, homeland security, installations and
logistics, and defense systems.  The company operates in more
than 20 countries with approximately 29,500 employees providing
engineering and technical services to federal, state and local
governmental agencies as well as private clients in the
chemical, pharmaceutical, oil and gas, power, manufacturing,
mining and forest products industries.  The company also has
offices in Argentina, Australia, Belgium, China, France,
Germany, and Mexico, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 21, 2007, Standard & Poor's Ratings Services assigned its
'BB+' bank loan rating and '2' recovery rating to URS Corp.'s
proposed USUS$2.1 billion senior secured credit facilities,
indicating expectations of substantial recovery in the event of
a payment default.  The facilities are rated the same as the
corporate credit rating on the company.

As reported in the Troubled Company Reporter on Sept. 20, 2007,
Moody's Investors Service assigned a provisional rating of
(P)Ba1 to the proposed USUS$2.1 million senior secured credit
facility of URS Corporation, which will be used to finance its
pending acquisition of Washington Group International Inc.


WOLVERINE TUBE: S&P Affirms CC Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its ratings,
including its 'CC' corporate credit rating, on Wolverine Tube
Inc.  In addition, all ratings were removed from CreditWatch,
where they were placed with positive implications on
Feb. 5, 2007.  The ratings had been placed on CreditWatch
following a planned capital contribution and revised registered
exchange offer and solicitation of consent.  The outlook is
developing.

"The affirmation and CreditWatch removal reflect our heightened
uncertainty regarding the company's ability to meet the August
2008 maturity of its 7.375% senior notes despite recent capital
contributions that have somewhat improved its near-term
liquidity position," said S&P's credit analyst Sean McWhorter.

The company has disclosed that if it cannot meet the maturity, a
company recapitalization is possible.

Total debt, adjusted for operating leases and pension
obligations, was about US$360 million at Sept. 30, 2007.

"We could lower the ratings if the company is unable to make
progress in refinancing its upcoming maturity," Mr. McWhorter
said.  "Higher ratings would depend upon Wolverine's
successfully exchanging or refinancing the notes and showing a
sustained improvement in operating performance."

Headquartered in Huntsville, Alabama, Wolverine Tube, Inc. is
one of the leading U.S. manufacturers and distributors of copper
alloy tube, fabricated products, and metal joining products for
use in refrigeration and air conditioning.  For the LTM ended
July 1, 2007, the company had revenues of US$1.36 billion, but
generated an US$86 million net loss.  The company has operations
in China, Mexico and Portugal.




===========
P A N A M A
===========


NCO GROUP: Posts US$3.1 Million Net Loss in Third Quarter 2007
--------------------------------------------------------------
NCO Group, Inc. has announced revenue of US$307.2 million,
EBITDA of US$44.5 million and a net loss of US$3.1 million for
the third quarter of 2007.  Revenue for the quarter was slightly
below expectation and EBITDA was materially on target.

NCO is organized into three operating divisions:  Accounts
Receivable Management, Customer Relationship Management and
Portfolio Management.  During the third quarter of 2007, the
Accounts Receivable Management division operated slightly below
its revenue and profitability targets primarily as a result of
weaker than expected consumer payment patterns, lower than
expected revenue derived from owned portfolio collections, and
the adverse impact of foreign currency exchange rates.  The
adverse impact of these items was partially offset by increased
business opportunities from new and existing clients.  During
the third quarter, the Customer Relationship Management division
operated below its revenue and profitability targets primarily
as a result of unanticipated client program changes,
unanticipated ramp-up costs associated with several new client
opportunities, as well as the adverse impact of foreign currency
exchange rates.  During the third quarter, the Portfolio
Management division exceeded its revenue and profitability
targets primarily due to ramp-up of newly acquired portfolios
and the benefit of a refinement to our portfolio strategy
designed to introduce sales opportunities earlier in the
portfolio life cycle.  These positive events were dampened by
the weaker than expected consumer payment patterns.

Commenting on the quarter Chairperson and Chief Executive
Officer, Michael J. Barrist stated, "I am pleased that during
the third quarter, absent the adverse impact of foreign
currency, we were able to exceed our overall profitability
objectives.  These results demonstrate that a strategy of
diversification across several competencies and many industry
verticals allows NCO to dampen the impact of what has proven to
be a very difficult operating environment.  During the quarter
we continued to see an acceleration of the devaluation of the
U.S. dollar, primarily as it relates to the Canadian dollar.  We
believe this trend will continue and accordingly we are working
with our clients to determine the best methodology to counteract
the impact of this ongoing trend. Additionally, we are focusing
efforts on ways to leverage NCO's market position in order to
take advantage of all portfolio purchase and servicing
opportunities that are available given the likelihood that we
will continue to operate in a challenging consumer cycle."

                       About NCO Group

Headquartered in Horsham, Pennsylvania, NCO Group Inc. --
http://www.ncogroup.com/-- provides business process
outsourcing services including accounts receivable management,
customer relationship management and other services.  NCO
provides services through over 100 offices in the United States,
Canada, the United Kingdom, Australia, India, the Philippines,
the Caribbean and Panama.

                        *     *     *

NCO Group, Inc. carries Moody's Investor Service's "B2" long
term corporate family rating and probability of default rating.
The outlook is stable.

The company also carries Standard & Poor's B+ long term foreign
and local issuer credit rating.




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


* PARAGUAY: Secures US$10-Mln Loan Program to Support Exports
-------------------------------------------------------------
The Inter-American Development Bank has approved a US$10 million
loan for a program to support exports in Paraguay.

The program will boost the exports of participating sectors and
firms and it will promote a sustainable increase in the growth
rate of the country's exports.  This initiative will strengthen
the public institutional export system and it will provide
direct support to business projects carried out in the context
of sector and business export strategies.

"The project will improve the institutional capacity of the
Paraguayan Investments and Exports Network (REDIEX) and the
public and private actors involved in sectoral export
committees, to identify export opportunities at the country and
sector levels," said IDB project team leader Gabriel Casaburi.
"It will also promote the development of coherent sector export
strategies for each priority sector in line with these
opportunities, coordinate relevant actions for implementing the
sector strategy, and help the firms develop medium-to long-term
export plans."

The program will cofinance actions at the sector and the
enterprise levels to strengthen the export capabilities of the
firms.  Direct support to sectors will also include actions that
will have a significant impact on competitiveness of all firms
in a given sector, such as developing "country brands", creating
marketing consortia, or fostering joint foreign market research
efforts.

The Ministry of Industry and Trade will carry out the program.

Local counterpart funds will total US$1.15 million.

                        *     *     *

Moody's assigned these ratings on Paraguay:

    -- CC LT Foreign Bank Deposit, Caa2
    -- CC LT Foreign Currency Debt, Caa1
    -- CC ST Foreign Bank Deposit, NP
    -- CC ST Foreign Currency Debt, NP
    -- LC Currency Issue




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


FREEPORT-MCMORAN: Unit Pays Indonesia Gov't US$434 Mil. in Q3
-------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc.'s unit, PT Freeport
Indonesia paid the Indonesian government a total of
US$434 million in the third quarter this year, various reports
says.

The total amount paid, The Jakarta Post notes, includes
US$333 million in corporate income tax, employee income tax,
local taxes and other taxes; US$49 million in royalties; and
US$52 million in dividends.

In nine months to September this year, the company reportedly
paid a total of US$1.4 billion, which comprises US$1 billion
dollars in corporate income tax, employee income tax, regional
taxes and other taxes; US$141 million in royalties; and
US$216 million in dividends.

The obligations paid until September are higher than the amount
paid in the same period last year, which stood at
US$1.1 billion, The Post says.

PT Freeport Indonesia also claimed that from 1992 to the end of
September this year, the company had paid a total of
US$6.5 billion in taxes and other obligations to the government,
Xinhua News adds.

                  About Freeport-McMoran

Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) --
http://www.fcx.com/-- is an international mining industry
leader based in North America with large, long-lived,
geographically diverse assets and significant proven and
probable reserves of copper, gold and molybdenum.  Freeport-
McMoRan has one of the most dynamic portfolios of operating,
expansion and growth projects in the copper mining industry.
The Grasberg mine in Indonesia, the world's largest copper and
gold mine in terms of reserves, is the company's key asset.
Freeport-McMoRan also operates significant mining operations in
North and South America and is developing the world-class Tenke
Fungurume project in the Democratic Republic of Congo.

The completion of Freeport-McMoran's acquisition further expands
the company's global operations.  The former Phelps Dodge Corp.
has mining operations in Chile, Peru, Colombia, Venezuela and
Ecuador, among others.

As reported in the Troubled Company Reporter-Latin America on
Oct. 1, 2007, Moody's Investors Service revised Freeport-McMoRan
Copper & Gold Inc.'s outlook to positive and affirmed all of its
other ratings.  The ratings reflect the overall probability of
default of Freeport, to which Moody's assigns a PDR of Ba2.

Ratings affirmed:

Issuer: Freeport-McMoRan Copper & Gold Inc.

        -- Corporate Family Rating: Ba2;

        -- Probability of Default Rating: Ba2;

        -- US$0.5 billion Senior Secured Revolving Credit
           facility, Baa2, LGD1, 2%;

        -- US$1.0 billion Senior Secured Revolving Credit
           Facility, Baa3, LGD2, 17%;

        -- US$2.45 billion Senior Secured Term Loan A, Baa3,
           LGD2, 17%;

        -- US$339.7 million 6.875% Senior Secured Notes due
           2014, Baa3, LGD2, 17%; and

        -- US$6 billion Senior Unsecured Notes: Ba3, LGD5, 80%.




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


SANTANDER BANCORP: Posts US$34.3M Loss for Nine-Month Period
------------------------------------------------------------
Santander BanCorp has reported its unaudited financial results
for the quarter and nine months ended Sept. 30, 2007.

The economy of Puerto Rico continues to be impacted by a
17-month economic recession due to the local government's
budgetary imbalance and a higher cost of living, which has
impacted consumer spending.  Under these challenging conditions,
we have made significant loan loss provisions and recognized
non- cash impairment charges on our consumer finance business
that have resulted in a net loss of US$34.3 million for the
nine-month period ended Sept. 30, 2007, compared with net income
of US$33.1 million for the same period in 2006, and net loss of
US$50.1 million for the quarter ended Sept. 30, 2007, compared
with a net income of US$8.7 million for the same quarter in
2006.

Financial results for the third quarter and nine months ended
Sept. 30, 2007 were principally impacted by:

    -- non-cash impairment charges on the consumer finance
       business of US$39.7 million resulting in an overall net
       loss on Santander Financial Services, Inc. of US$46.8
       million for the third quarter of 2007 and US$50.4 million
       for the nine months ended Sept. 30, 2007;

    -- an increase in the provision for loan losses of US$27.0
       million or 132.1% for the quarter ended Sept. 30, 2007,
       compared to the same period in 2006 and US$56.3 million
       or 128.2% for the nine-month period ended Sept. 30, 2007,
       compared to 2006.  The US$144.5 million allowance for
       loan losses as of Sept. 30, 2007 represents 2.05% of
       total loans, 73.3% of non-performing loans and 128.3% of
       non-performing loans excluding loans secured by real
       estate;

    -- the provision for loan losses represented 154.1% and
       160.2% of the net charge-offs for the quarter and nine
       months ended Sept. 30, 2007, respectively;

    -- net interest margin expansion of 15 basis points to 3.76%
       for the nine-month period ended Sept. 30, 2007 versus the
       same period in the prior year;

    -- an increase in net interest income on a tax equivalent
       basis of 8.2% to US$239.6 million for the nine months
       ended Sept. 30, 2007 and 1.4% to US$77.8 million for the
       third quarter 2007 when compared to the same period last
       year;

    -- an increase in non-interest income of US$13.4 million or
       16.1% for the nine-month period ended Sept. 30, 2007
       attributed to higher fees in broker-dealer, asset
       management, insurance and an early cancellation of
       certain client structured certificates of deposit, and an
       increase in gain on sale of loans, trading gains and
       mortgage servicing rights recognized;

    -- a decrease of US$2.9 million or 3.9% in operating
       expenses, excluding goodwill and other intangibles
       impairment charges and stock incentive compensation
       expense sponsored and reimbursable by Banco Santander,
       the majority stockholder (Santander Group), for the third
       quarter of 2007, when compared to the same periods in
       2006;

    -- after-tax compensation expense related to stock incentive
       plans sponsored and reimbursable by Santander Group, of
       US$1.1 million and US$6.2 million, respectively, for the
       quarter and nine-month period ended Sept. 30, 2007; and

    -- a non-cash charge of US$20.0 million related to
       establishing a valuation allowance against its deferred
       tax assets from its consumer finance business, mainly
       related to the goodwill and trade name impairment charges
       and allowance for loan losses.

The corporation has taken and continues to proactively take
significant measures to face the on-going challenges presented
by the Puerto Rico economy:

    -- Banco Santander Puerto Rico (BSPR) sold its merchant
       business to an unrelated third party resulting in a pre-
       tax gain of US$12.3 million that will be recognized in
       the fourth quarter of 2007.  This transaction eliminates
       the need for additional capital investment to support
       system enhancements required by the business and results
       in cost efficiencies in processing and personnel
       expenses.  Through a marketing alliance with the
       unrelated third party, BSPR expects to offers better
       merchant products and services to its client base and to
       promote growth in demand deposit accounts, an attractive
       source of funding.

    -- BSPR sold to an unaffiliated third party the servicing
       rights with respect to the less profitable and more labor
       and system intensive lines of its trust business.  For
       the third quarter of 2007, a gain of US$382,000 was
       recognized as a result of the transferred accounts to the
       third party.  BSPR will continue to offer trust services
       related to transfer and paying agent and IRA accounts.
       This transaction avoided additional capital investment in
       the trust business and reduced a significant portion of
       the labor force dedicated to the business.

    -- The corporation maintains an on-going strict control on
       operating expenses and an efficiency plan driven to lower
       its current efficiency ratio.  The operating expenses,
       excluding goodwill and other intangible assets impairment
       charges and stock incentive compensation expense
       sponsored by Santander Group, experienced a decrease of
       US$2.9 million or 3.9% and for the third quarter of 2007,
       when compared to the same period in 2006.

    -- The corporation expects to merge as of Dec. 31, 2007, its
       mortgage banking subsidiary with Banco Santander Puerto
       Rico to obtain cost efficiencies and broaden the array of
       products that current mortgage specialists are offering.

    -- The corporation will continue to monitor non-performing
       assets and to deploy significant resources to manage the
       non-performing loan portfolio.  Management expects to
       improve its collection efforts by devoting more full time
       employees and outside resources.  Concurrently,
       management will continue with its stringent underwriting
       and lending criteria.

          Consumer Finance Business (Island Finance)

As stated with the publication of the financial results for the
second quarter of 2007 due to unfavorable market conditions in
Puerto Rico, the corporation decided to perform a valuation of
the goodwill and intangibles for its consumer finance business
as of July 1, 2007.  As a result of such valuation analysis
performed with the assistance of an independent valuation
specialist, the corporation has recorded impairment adjustment
charges of US$39.7 million during the third quarter of 2007.

                   About Santander Bancorp

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

                        *     *     *

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


FOOT LOCKER: Paying US$0.125 Per Share Qtrly Dividend on Feb. 1
---------------------------------------------------------------
Foot Locker, Inc. Board of Directors has declared a quarterly
cash dividend on the Company's common stock of US$0.125 per
share, which will be payable on Feb. 1, 2008 to shareholders of
record on Jan. 18, 2008.

Foot Locker plans to report its third quarter 2007 financial
results on Tuesday, Nov. 20, 2007.

Headquartered in New York, Foot Locker, Inc. (NYSE: FL) ---
http://www.footlocker-inc.com/-- is a retailer of athletic
footwear and apparel, operated 3,942 primarily mall-based stores
in the United States, Canada, Puerto Rico, Europe, Australia,
and New Zealand as of Feb. 3, 2007.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 11, 2007, Standard & Poor's Ratings Services has lowered
its corporate credit and senior unsecured ratings on New York
City-based Foot Locker Inc. to 'BB' from 'BB+'.  S&P has removed
the ratings from CreditWatch, where they were placed with
negative implications on Aug. 18, 2006.  S&P said the outlook is
negative.


MYLAN INC: Moody's Lowers Corporate Family Rating to B1
-------------------------------------------------------
Moody's Investors Service has assigned B1 ratings to the new
senior secured credit facilities of Mylan Inc.  In addition,
Moody's lowered Mylan's Corporate Family Rating to B1 from Ba1,
concluding a rating review for possible downgrade initiated on
May 14, 2007 and lowered the speculative grade liquidity rating
to SGL-2 from SGL-1.  Moody's is withdrawing the ratings on
Mylan's former senior unsecured credit facilities and senior
unsecured notes, which have been repaid.  The rating outlook is
stable.

These rating actions are being taken in conjunction with Mylan's
recent acquisition of Merck KGaA's generics pharmaceuticals
business for approximately US$6.9 billion.

"The B1 ratings reflect the important benefits of Mylan's
geographic expansion and vertical integration, offset by
significantly higher financial leverage," stated Moody's Senior
Vice President, Michael Levesque.

The B1 rating reflects primarily these factors:

    (1) the strategic benefits of Mylan's global
        diversification, scale and vertical integration
        initiatives;

    (2) positive free cash flow benefiting from cost synergies
        and vertical integration; and (3) the belief that
        Debt/EBITDA will be reduced below 4.0 times by year-end
        2009.

Mylan began its international expansion in late 2006 via the
acquisition of an India-based active pharmaceutical ingredients
(API) company, Matrix Laboratories.  Matrix is the 2nd largest
API supplier globally, and the Matrix acquisition is helping
Mylan build much greater vertical integration than most generics
peers.  The acquisition of the Merck generics business provides
additional opportunities for vertical integration.

Offsetting risk factors include:

    (1) high Debt/EBITDA and limited FCF/Debt over the next two
        years;

    (2) risks related to the integration of the Merck generics
        business;

    (3) generics pricing pressure; and

    (4) the sector-wide risk of potential additional
        acquisitions.

Key integration risk factors include employee retention, systems
integration, cultural issues, and requirements to certify
internal controls over financial reporting.

New credit facilities of approximately US$4.85 billion.

Ratings assigned:

    -- B1 (LGD3, 43%) sr. secured Term Loan A of US$500 million
       due 2013

    -- B1 (LGD3, 43%) sr. secured revolving credit facility of
       US$750 million due 2013

    -- B1 (LGD3, 43%) sr. secured Term Loan B of US$2 billion
       due 2014

    -- B1 (LGD3, 43%) sr. secured Term Loan B of EUR1.131
       billion due 2014

Ratings lowered:

    -- Corporate Family Rating to B1 from Ba1
    -- Probability of Default Rating to B1 from Ba1
    -- Speculative Grade Liquidity Rating to SGL-2 from SGL-1

Ratings withdrawn:

    -- Ba1 (LGD4, 51%) sr. unsecured revolving credit facility
       of US$700 million due 2011

    -- Ba1 (LGD4, 51%) sr. unsecured revolving credit facility
       of US$300 million due 2011

    -- Ba1 (LGD4, 51%) sr. unsecured term loan of US$450 million
       due 2012

    -- Ba1 (LGD4, 51%) sr. unsecured notes of US$150 million due
       2010

    -- Ba1 (LGD4, 51%) sr. unsecured notes of US$350 million due
       2015

Moody's does not rate Mylan's convertible notes of US$600
million due 2012, or the new mandatory convertible preferred
stock due 2010.

                        About Mylan

Mylan Inc., formerly known as Mylan Laboratories Inc. (NYSE:
MYL), -- http://www.mylan.com/-- is a global pharmaceutical
company with market leading positions in generic
pharmaceuticals, transdermal technology and unit dose packaged
products.  Mylan operates through three principal subsidiaries:
Mylan Pharmaceuticals, a world leader in generic
pharmaceuticals; Mylan Technologies, the largest producer of
generic and branded transdermal patches for the U.S. market; and
UDL Laboratories, the top U.S.-supplier of unit dose
pharmaceuticals.

Mylan also owns a controlling interest in Matrix Laboratories,
one of the world's premier suppliers of active pharmaceutical
ingredients.  Mylan also has a European platform through
Docpharma, a Matrix subsidiary, which is a marketer of branded
generics in Europe.  The company also has a production facility
in Puerto Rico.


WERNER LADDER: Emerges from Ch. 11 Protection Effective Oct. 31
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
issued an order declaring the effectiveness of the Second
Amended Plan of Liquidation filed by the Official Committee of
Unsecured Creditors in Werner Holding Co. (DE), Inc., aka Werner
Ladder Co., and its debtor-affiliates' Chapter 11 cases.

Charles A. Stanziale, Jr., as Liquidating Trustee in the Chapter
11 cases of Old Ladder Co. (DE), Inc., formerly known as Werner
Holding Co. (DE), Inc., states that the Plan Effective Date,
which occurred on October 31, 2007, herald's the company's
formal emergence from Chapter 11 protection.

The Liquidating Plan, which was filed on June 19, 2007, and was
amended twice on September 10 and 13, was confirmed by Judge
Carey on October 25, finding that it satisfies the 16 steps
required for confirmation pursuant to Section 1129(a) of the
Bankruptcy Code.

Under the Plan, Milk Street Investors LLC, or its designee, will
provide an initial funding of US$311,000 to pay the Allowed
Wind-Down Administrative Claims not satisfied from the
US$750,000 Wind Down Amount, pursuant to a September 10, 2007
stipulation among the Debtors, the Committee, Milk Street and
Levine Leichtman Capital Partners III, L.P.  The Plan also
provides for the assignment of the LLCP Second Lien Claim to the
LLCP Entities by The Union Central Life Insurance Company and
Grand Central Asset Trust, PNT Series, in the total approximate
amount of US$6,500,000.

Representing the Liquidating Trustee, Dennis A. Meloro, Esq., at
Greenberg Traurig, LLP, states that creditors holding Claims
against the Debtors' estates or the Liquidation Trust will be
entitled to receive distributions in accordance with the terms
of the Plan to the extent that the claims are allowed.

According to Mr. Meloro, any request for allowance of any other
Administrative Claims, including Professional Fee Claims, and
Administrative Claims accruing between June 9, 2007, and the
Effective Date, will be filed no later than November 30, 2007,
or be forever barred as a claim against any of the Debtors, the
Liquidation Trust, or their properties, successors or assigns.

Any entity asserting a claim against the Debtors' estates or the
Liquidation Trust arising from the rejection of the entity's
executory contract or unexpired lease with the Debtors must file
a proof of claim with the Liquidating Trustee, at these
designated addresses:

   * Charles A. Stanziale, Jr.
     McElroy Deutsche Mulvaney & Carpenter LLP
     Three Gateway Center
     100 Mulberry Street
     Newark, New Jersey 07102-4079

   * Diane E. Vuocolo, Esq.
     Two Commerce Square
     2001 Market Street, Suite 2700
     Philadelphia, Pennsylvania 19103

   * Dennis A. Meloro, Esq.
     The Nemours Building
     1007 North Orange Street, Suite 1200
     Wilmington, Delaware 19801

Moreover, as of the Effective Date, Young Conaway Stargatt &
Taylor LLP's employment as counsel to the Debtors is terminated,
and all of the Creditor Committee's duties arising from or
related to the Chapter 11 cases, except with respect to any
applications for professional fee claims, are discharged.

Mr. Meloro says that, following the Effective Date, all of the
Debtors' estates and debts will be substantively consolidated
for the purposes of treating claims, including distribution
purposes.

The aluminum products' manufacturer filed for bankruptcy on
June 12, 2006, listing total prepetition assets of
US$201,042,000, and total liabilities of US$473,447,000.

                     About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates
filed for chapter 11 protection on June 12, 2006 (Bankr. D. Del.
Case No. 06-10578).  The company has operations in Puerto Rico.

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-
counsel.  Jefferies & Company serves as the Creditor Committee's
financial advisor.  At March 31, 2006, the Debtors reported
total assets of US$201,042,000 and total debts of
US$473,447,000.  The Debtors' exclusive period to file a chapter
11 plan expired on June 30, 2007.

Earlier, on June 19, 2007, the Creditors Committee submitted its
Liquidating Plan and Disclosure Statement for Werner.  On
Sept. 10, 2007, the Committee filed an Amended Plan and
Disclosure Statement.  On Sept. 13, 2007, the Committee filed
its 2nd Amended Plan and on September 14, the Court approved the
adequacy of the Amended Disclosure Statement explaining the 2nd
Amended Plan.  The Court confirmed the 2nd Amended Plan on
October 25.  (Werner Ladder Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)




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


PETROLEOS DE VENEZUELA: Inks Pact with Cerro Negro Bondholders
--------------------------------------------------------------
Petroleos de Venezuela, S.A., has entered into an agreement with
the holders of approximately 79% in aggregate principal amount
of the 7.33% bonds due 2009, 7.90% bonds due 2020 and 8.03%
bonds due 2028 issued by Cerro Negro Finance, Ltd. in connection
with the Cerro Negro extra-heavy crude oil project in the
Orinoco Belt region, providing for PDVSA (or an affiliate) to
consummate, no later than Dec. 31, 2007, a tender offer for the
Bonds at a purchase price equal to par plus accrued and unpaid
interest and an amount equivalent to 33% of the redemption
premium calculated under the indenture pursuant to which the
Bonds were issued.

Bondholders that are parties to the agreement (the Lock-Up
Holders) have agreed to tender all of their Bonds, including
Bonds they subsequently acquire, subject to their ability to
transfer Bonds provided the transferee already is a Lock-Up
Holder or becomes a Lock-Up Holder as a condition to the
transfer.

The Lock-Up Holders have also agreed not to take any action
under the indenture or other financing documents, which
interferes with the operation of the project in the ordinary
course of business, including the exercise of any rights or
remedies.

Bondholders that tender their Bonds will be deemed to:

   (i) to waive any and all defaults or prospective defaults
       under the indenture and the other financing documents
       governing the Bonds, and

  (ii) to consent to certain amendments and modifications
       thereto, including without limitation the elimination of
       substantially all restrictive covenants and events of
       default and the release of all collateral.

PDVSA's obligation to conduct and consummate the tender offer
will be subject to the satisfaction of the conditions that:

   (i) the Lock-Up Holders comply with their obligations under
       the lock-up agreement, and

  (ii) no law, regulation, court order or injunction is in
       effect prohibiting or preventing the tender offer, and
       its obligation to consummate the tender offer will be
       subject to the further condition that Bonds representing
       not less than 75% of the principal amount of all Bonds
       outstanding have been tendered in the tender offer.

Under the agreement, PDVSA has agreed to purchase the Bonds
directly from the Lock-Up Holders no later than Dec. 31, 2007 on
the same economic terms, and subject to the same conditions (but
with any necessary changes), as the tender offer, in the event
that the tender offer has not been consummated by Dec. 31, 2007
because of the failure of any condition to the tender offer
(other than certain breaches of the agreement by the Lock-Up
Holders) or otherwise.

Petroleos de Venezuela SA -- http://www.pdv.com/-- is
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.  The company has a commercial office in China.

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


SHAW GROUP: Environmental Unit Bags Deal from U.S. Army Corps
-------------------------------------------------------------
The Shaw Group Inc.'s Shaw Environmental & Infrastructure Group
has been awarded a task order contract by the United States Army
Corps of Engineers under its USACE Sacramento Environmental
Remediation Services contract.  The value of Shaw's task order
contract, already included in the company's previously announced
backlog, was not disclosed.

Shaw will provide environmental remediation services at the 14
Comprehensive Environmental Response, Compensation and Liability
Act sites at Vandenberg Air Force Base, located in California.
In the fulfillment of its contract, Shaw will be responsible for
implementing its proprietary SDC-9(TM) microbial culture for in
situ bioremediation of trichloroethylene and perchlorate in
groundwater, as well as soil excavation.

"Our presence for the last 10 years at Vandenberg Air Force Base
has proven Shaw's expertise and leadership on large-scale
projects requiring a broad base of diverse skills," said J.M.
Bernhard Jr., Shaw's chairman, president and chief executive
officer.  "We are pleased to continue our work with the Army
Corps of Engineers and to apply Shaw's proprietary technology on
challenging projects of this type."

                      About Shaw Group

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR)
-- http://www.shawgrp.com/-- provides services to the
environmental, infrastructure and homeland security markets,
including consulting, engineering, construction, remediation and
facilities management services to governmental and commercial
customers.  It is also a vertically integrated provider of
engineering, procurement, pipe fabrication, construction and
maintenance services to the power and process industries.  The
company segregates its business activities into four operating
segments: Environmental & Infrastructure; Energy & Chemicals;
Maintenance, and Fabrication, Manufacturing & Distribution.  In
January 2005, the company sold substantially all of the assets
of its Shaw Power Technologies, Inc. and Shaw Power Technologies
International, Ltd. units to Siemens Power Transmission and
Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United
Kingdom and, Venezuela, among others.

                        *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
October 2006.  S&P said the outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the US$100 million increase to the company's revolving credit
facility.


* VENEZUELA: Debt Bond Issue Up to US$1.65 Bln, Says Luis Davila
----------------------------------------------------------------
Public Credit director Luis Davila disclosed that the latest
issue of Venezuelan debt bonds is up to US$1.65 billion in
Venezuelan bolivars and US dollars, El Universal reports.

El Universal states that the sum was increased "to meet high
demand" while the issue was set at US$1.5 billion.

Mr. Davila stated that no additional indebtedness is included
but the administration has replaced old debt with new debt.

According to the report, the Ministry of Finance has issued a
list of errata advising investors last week about the interest
rate changes payable to Venezuelan bolivar-denominated bonds
sold recently together with US dollar-denominated bonds.

Under the list of errata, vebonos matured in 2014 bearing an
interest rate of 11.54% instead of 11.98%.  The communique added
that Vebonos maturing in 2015 bear an interest rate of 9.70%,
rather than 11.54%, El Universal says.

El Universal cites the Ministry of Finance pointing out that
such average was miscalculated and that the interest rate for
the first payment was corrected accordingly.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 15, 2007, Fitch Ratings assigned these ratings to the
Bolivarian Republic of Venezuela's bonds under the 'El
Venezolano I' combined offer:

  -- US$750 million 30-year Eurobond, 7% coupon 'BB-';
  -- VEB806.250 billion 7-year variable coupon bond 'BB-';
  -- VEB806.250 billion 8-year, variable coupon bond 'BB-'.


* VENEZUELA: Is in Gas Pipeline Talks with Ecuador & Columbia
-------------------------------------------------------------
Colombia, Ecuador and Venezuela are in talks on constructing a
Trans-Andean natural gas pipeline, Inside Costa Rica reports.

The meeting took place in Ecuador's capital, Quito, which a
work timetable for a three-nation committee was granted, Inside
Costa Rica adds.

Ecuador's Mines and Petroleum Ministry said that the plan is to
build a ring of pipelines that will link the three nations
allowing them to use and trade natural gas.  Venezuela will be
Ecuador's main supplier.

The discussion also includes the delegations for the next
committee meeting to be held on Dec. 10 in Quito and creation of
technical committees that will be responsible for the logistics
of the project and the financing of feasibility studies.

Inside Costa Rica relates that Ecuador showed interest in
starting a project to explore natural gas in the Gulf of
Guayaquil, off the coast of Ecuador.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 15, 2007, Fitch Ratings assigned these ratings to the
Bolivarian Republic of Venezuela's bonds under the 'El
Venezolano I' combined offer:

  -- US$750 million 30-year Eurobond, 7% coupon 'BB-';
  -- VEB806.250 billion 7-year variable coupon bond 'BB-';
  -- VEB806.250 billion 8-year, variable coupon bond 'BB-'.


* BOND PRICING: For the Week Nov. 12 to Nov. 16
-----------------------------------------------

Issuer                 Coupon   Maturity   Currency   Price
------                 ------   --------   --------   -----

ARGENTINA
---------
Argnt-Bocon PR11        2.000    12/3/10     ARS      63.21
Argnt-Bocon PR13        2.000    3/15/24     ARS      64.90
Arg Boden               2.000    9/30/08     ARS      27.99
Argent-Par              0.630   12/31/38     ARS      41.08

BRAZIL
------
CESP                    9.750    1/15/15     BRL      61.41

CAYMAN ISLANDS
--------------
Vontobel Cayman         6.100   12/28/07     CHF      73.70
Vontobel Cayman         7.050   11/23/07     CHF      68.40
Vontobel Cayman         7.250    3/29/49     USD      71.00
Vontobel Cayman         7.288    6/01/08     CHF      71.40
Vontobel Cayman         7.450    2/22/08     CHF      60.75
Vontobel Cayman         7.500    1/25/08     CHF      75.00
Vontobel Cayman         7.900    2/22/08     CHF      73.50
Vontobel Cayman         8.400   12/28/07     cHF      74.10
Vontobel Cayman         8.750    3/27/08     cHF      73.90
Vontobel Cayman         8.800   12/28/07     cHF      66.35
Vontobel Cayman         9.200   12/28/07     cHF      70.50
Vontobel Cayman         9.600    2/28/08     cHF      62.75
Vontobel Cayman         9.950   12/28/07     cHF      59.95
Vontobel Cayman        10.050    1/25/08     CHF      57.75
Vontobel Cayman        10.100    1/25/08     CHF      73.00
Vontobel Cayman        10.250   12/28/07     CHF      73.30
Vontobel Cayman        10.400   12/28/07     CHF      59.15
Vontobel Cayman        10.700   12/28/07     CHF      56.00
Vontobel Cayman        11.000    6/20/08     CHF      72.20
Vontobel Cayman        11.400   12/28/07     CHF      54.20
Vontobel Cayman        11.400   12/28/07     CHF      71.50
Vontobel Cayman        11.450   12/28/07     CHF      73.90
Vontobel Cayman        11.850   12/28/07     CHF      54.80
Vontobel Cayman        12.850   12/28/07     CHF      68.90
Vontobel Cayman        13.050   12/28/07     CHF      61.35
Vontobel Cayman        13.350   12/28/07     EUR      59.35
Vontobel Cayman        13.450   12/28/07     CHF      74.30
Vontobel Cayman        13.500    2/22/08     cHF      56.80
Vontobel Cayman        14.000   12/28/07     cHF      62.55
Vontobel Cayman        14.900   12/28/07     CHF      30.10
Vontobel Cayman        15.900   12/28/07     USD      65.80
Vontobel Cayman        16.000   12/28/07     EUR      47.00
Vontobel Cayman        16.450   12/28/07     EUR      64.55
Vontobel Cayman        16.800   12/28/07     CHF       9.55
Vontobel Cayman        22.850   12/28/07     CHF      11.35

JAMAICA
-------
Jamaica Govt. LRS       7.500   10/06/12     JMD      73.71

PERU
----
Citigroup Peru          5.844    9/28/08     PEN       6.15
Edelnor S.A.            6.750    8/09/10     PEN       6.25
Luz Del Sur             7.250    2/06/08     PEN       3.50

PUERTO RICO
-----------
Puerto Rico Cons.       6.300   11/01/33     USD      73.50
Puerto Rico Cons.       5.900    4/15/34     USD      70.50

VENEZUELA
---------
Petroleos de Ven        5.250    4/12/17     US       72.11
Petroleos de Ven        5.375    4/12/27     US       62.45
Petroleos de Ven        5.500    4/12/37     US       60.20


                         ***********


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
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Information contained herein is obtained from sources believed
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