TCRLA_Public/040916.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

         Thursday, September 16, 2004, Vol. 5, Issue 184

                            Headlines


A R G E N T I N A

ARENERA CAMPANA: Bankruptcy Follows Court Order
AVICOLA DP: Files Reorganization Petition
BRAND CENTER: Gets Court Authorization to Reorganize
CASALS Y CIA: Liquidates Assets to Pay Debts
CREARCO CONSTRUCCIONES: Bankruptcy Initiated, Court Oversees

DEXER S.R.L.: Court Issues Bankruptcy Ruling
DIRECTV HOLDINGS: Fitch Initiates Coverage with `BB+' Rating
GRABIS S.A.: Court Hands Down Liquidation Order
ILUMINACION Y DISENO: Court Declares Company Bankrupt
JINGO S.A.: Initiates Bankruptcy Proceedings

LA PORTADA: Court Rules In Favor of Liquidation
MIRAMAX: Asset Liquidation Required by Court
SEGURIDAD Y CUSTODIA: Defaults on Debts, Bankruptcy Ensues
SEROS S.H.: Court Grants Reorganization Motion
STAR MARKETING: Initiates Bankruptcy Proceedings

TRABUN S.A.: Court Approves Creditor's Bankruptcy Motion
TRANSENER: Petrobras' Stake May Be Up For Bid
VIVIENDAS MAYO: Liquidates Assets to Pay Debts
* Argentina: IMF to Consider Payment Deferment Friday


B E R M U D A

FOSTER WHEELER: Extends Exchange Offer to September 17
FOSTER WHEELER: Subsidiary Lands $32M Caltex Contract


B R A Z I L

CSN: $200M Notes Get B1 Rating From Moody's; Stable Outlook


C H I L E

ENERSIS: Completes Exchange Offer for 7.375% Notes Due 2014
TELSUR: Secures $47M Loan From Banks


E L   S A L V A D O R

BANCO HIPOTECARIO: Fitch Downgrades Outlook to Negative
* EL SALVADOR: Latest Bond Offering Generates $286.5M


G U A T E M A L A

MILLICOM INTERNATIONAL: Shareholders OK Article 13 Amendments


M E X I C O

AEROMEXICO/MEXICANA: Cintra To Push Through With Sale Next Year
NQL DRILLING: Halts Mexican Operations, Sells Assets
TV AZTECA: Salinas to Present Details of Unefon Deal Soon


V E N E Z U E L A

PDVSA/PDVSA FINANCE: Moody's Upgrades Various Ratings


   - - - - - - - - - - -


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

ARENERA CAMPANA: Bankruptcy Follows Court Order
-----------------------------------------------
Arenera Campana S.A. enters bankruptcy protection after Buenos
Aires' civil and commercial tribunal ordered the company's
liquidation. The bankruptcy order effectively transfers control
of the company's assets to the court-appointed trustee who will
supervise the liquidation proceedings.

Infobae reports that the court selected Mr. Roberto Leibovicius
as trustee. He will be verifying creditors' proofs of claims
until the end of the verification phase on November 1, 2004.

Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the company's accounting
and business records. The individual reports will be submitted
on December 15, 2004 followed by the general report, which is
due on March 4 next year.

CONTACT: Arenera Campana S.A.
         Paraguay 764
         Buenos Aires

         Mr. Roberto Leibovicius, Trustee
         Tucuman 1585
         Buenos Aires


AVICOLA DP: Files Reorganization Petition
-----------------------------------------
Avicola DP S.R.L. filed a "Concurso Preventivo" motion, reports
La Nacion. The Company is seeking to reorganize its finances
following cessation of debt payments since September 25, 2002.

The Company's case is pending before Judge Ballerini of Buenos
Aires' civil and commercial tribunal court no. 24. Dr. Medina,
clerk no. 47, assists the court on this case.

CONTACT: Avicola DP S.R.L.
         Aranguren 2591
         Buenos Aires


BRAND CENTER: Gets Court Authorization to Reorganize
----------------------------------------------------
Brand Center S.A. will begin reorganization following the
approval of its petition by Buenos Aires' civil and commercial
tribunal. The opening of the reorganization will allow the
company to negotiate a settlement with its creditors in order to
avoid a straight liquidation.

Mr. Carlos Eduardo Foresti will oversee the reorganization
proceedings as the court-appointed trustee. He will verify
creditors' claims until November 11, 2004.

The Informative Assembly, the final stage of a reorganization
where the settlement proposal is presented to the company's
creditors for approval, is scheduled on August 16 next year.

CONTACT: Brand Center S.A.
         Tucuman 340
         Buenos Aires
  
         Mr. Carlos Eduardo Foresti, Trustee
         Avda Callao 449
         Buenos Aires


CASALS Y CIA: Liquidates Assets to Pay Debts
--------------------------------------------
Buenos Aires-based Casals y Cia S.A. will begin liquidation
proceedings following the bankruptcy pronouncement issued by the
city's civil and commercial tribunal, reports Infobae.

The ruling places the company under the supervision of court-
appointed trustee, Mr. Ruben Daniel Sarafian. The trustee will
verify creditors' proofs of claims until November 8, 2004.
Afterwards, the validated claims will be presented in court as
individual reports on December 21, 2004.

The trustee will also submit a general report, containing a
summary of the company's financial status as well as relevant
events pertaining to the bankruptcy, on March 8 next year.

CONTACT: Casals y Cia S.A.
         Entre Rios 620
         Buenos Aires

         Mr. Ruben Daniel Sarafian, Trustee
         Tucuman 1657
         Buenos Aires


CREARCO CONSTRUCCIONES: Bankruptcy Initiated, Court Oversees
------------------------------------------------------------
Court No. 11 of Buenos Aires' civil and commercial tribunal
declared local company Crearco Construcciones S.R.L. "Quiebra,"
reports Infobae. The declaration signals the Company to proceed
with the bankruptcy process, which will close with the
liquidation of its assets.

The court, assisted by Clerk No. 21, appointed Mr. Roberto Di
Martino as trustee who will authenticate proofs of claim until
October 26, 2004. Afterwards, the trustee will prepare the
individual reports based on the results of the authentication
and then submit these reports in court on December 7, 2004. When
these results are processed in court, the trustee will then
submit the general report on February 21 next year.

CONTACT: Mr. Roberto Di Martino, Trustee
         Avda Callao 449
         Buenos Aires


DEXER S.R.L.: Court Issues Bankruptcy Ruling
--------------------------------------------
Dexer S.R.L. will now enter bankruptcy after court no. 8 of
Buenos Aires' civil and commercial tribunal declared it
"Quiebra," reports Infobae. With assistance from clerk no. 15,
the court named Ms. Silvia Susana Perez Leon as trustee. She
will verify creditors' claims until October 27, 2004.

Following claims verification, the trustee will submit the
individual reports, which were prepared based on the
verification results, to the court on December 9, 2004. The
general report is due for submission on February 21 next year.

The Company's bankruptcy case will close with the liquidation of
its assets to pay its creditors.

CONTACT: Dexer S.R.L.
         Azara 272
         Buenos Aires

         Ms. Silvia Susana Perez Leon, Trustee
         Avda Cordoba 850
         Buenos Aires


DIRECTV HOLDINGS: Fitch Initiates Coverage with `BB+' Rating
------------------------------------------------------------
Fitch Ratings has initiated coverage of DIRECTV Holdings LLC
(DIRECTV) by assigning a 'BB+' rating to DIRECTV's senior
secured credit facility. Additionally, Fitch has assigned a 'BB'
rating the company's $1.4 billion 8.375% senior unsecured notes
due 2013. The Rating Outlook for each of the ratings is Stable.
Fitch's rating action effects approximately $2.4 billion of debt
as of the end of the second quarter 2004, of which approximately
$1.0 billion is secured.

Fitch's ratings reflect DIRECTV's strong market position as the
second largest multichannel video programming distributor in the
U.S., the strong liquidity position of DIRECTV's parent company
DIRECTV Group, Inc. (DTVG), and the company's solid credit
protection metrics relative to its rating. Fitch's ratings also
consider the intense competition for subscriber market share
with cable multiple system operators and other direct broadcast
satellite (DBS) providers, DIRECTV's lack of revenue diversity
and narrow product offering relative to cable MSOs, and the high
cost to acquire and retain subscribers. The ratings also
consider the continued requirement for the company to invest and
update its satellite infrastructure.

From a strategic standpoint, 2004 to-date has been a year of
transformation for DTVG marked by the sale of noncore assets and
restructuring of remaining businesses all in support of the
strategic focus on DIRECTV's DBS business. During 2004, DTVG
raised substantial cash by selling its set top receiver
manufacturing business to Thomson, its Hughes Software Systems
business to Flextronics, and its 80.4% equity interest in
PanAmSat Corporation to affiliates of Kohlberg, Kravis Roberts &
Co, LP. The asset sales position DTVG with significant
liquidity. Fitch estimates the total cash available to DTVG of
approximately $4.3 billion after the close of the PanAmSat sale.
DTVG, through an $875 million intercompany loan to DIRECTV and a
$200 million capital contribution has invested $1.075 billion of
the cash into DIRECTV to fund the acquisition of the DBS assets
from Pegasus Satellite Television, Inc. and subscribers from the
affiliates of the Rural Telecommunications Cooperative.

Fitch believes a key factor contributing to the expected EBITDA
and free cash flow growth will be how the company balances its
strong subscriber growth momentum with controlling subscriber
acquisition and retention costs and subscriber cash flow. During
the second quarter of 2004, the company added a record 944,000
gross additions reflecting a 49% increase from the year-ago
period. The positive gross subscriber addition momentum is being
driven by the increased availability of local channel service
coupled with service package and equipment discounting.

In concert with higher gross additions, the company's subscriber
acquisition costs (SAC) have increased on both in aggregate and
per subscriber basis, negatively affecting EBITDA and margins.
EBITDA during the second quarter declined over 46% relative to
the same period last year, and the EBITDA margin decreased to
7.9%. SAC in aggregate during the second quarter of 2004 was 62%
higher than the second quarter of 2003 while SAC per gross
addition of $645 was 8.6% higher than the second quarter of
2003, pointing out that the 49% growth in gross additions is
driving most of the year-over-year growth in SAC. Subscriber
retention costs have swelled during 2004. Second quarter
retention costs increased 156% relative to second quarter 2003
levels. The increase is attributable to digital video recorders,
extra set top boxes, and local service upgrades provided to
subscribers along with the costs associated with the company's
movers program.

During the balance of 2004 and into 2005, Fitch expects an
elevated level of competition for subscribers and market share
as cable MSOs continue to focus on marketing their product
bundle, including a voice over Internet protocol service roll
out to retain and grow its basic subscriber base. Fitch expects
the increasingly competitive environment will temper DIRECTV's
subscriber additions during the second half of 2004 and during
2005, positioning the company for EBITDA and margin growth.
Fitch expects DIRECTV to stem the rise in SAC by focusing on
securing better set top box pricing, migrating its sales
distribution to lower cost channels, and negotiating more
favorable agreements with its retail distribution channel.

The company addressed a key competitive issue by recently
announcing that it will launch four satellites that will
increase the company's high definition (HD) programming
capacity. The company's HD tier is on par with its cable MSO
competition; however, DIRECTV's ability to provide local
channels in HD and grow its HD programming on a broad basis as
more content becomes available, in Fitch's view, currently lags
behind a typical cable MSO's capability. The first two
satellites, expected to launch in the first half of 2005 will be
capable of providing 500 local HD channels across the U.S. The
other two satellites, DIRECTV 10 and DIRECTV 11, are expected to
launch early in 2007. These satellites will have the capacity to
broadcast 1,000 additional local HD channels and 150 national HD
channels.

Fitch anticipates that the company will swing to a negative free
cash flow position during 2004 after generating $375 million of
free cash flow in 2003. Fitch's view on 2004 free cash flow is
driven by the declines in EBITDA brought on by increased SAC and
retention costs coupled with higher capital expenditures.
DIRECTV's leverage as of the second quarter 2004 was 3.35x and,
adjusted for the $875 million intercompany note pro forma
leverage, was 4.56x. Fitch expects leverage (including the
intercompany note) to improve to between 3.8x to 4.0x by year-
end 2004. Fitch expects the leverage metric and free cash flow
generation to improve during 2005. Fitch anticipates the company
generating at least $400 million of free cash flow before the
benefit of the NRTC subscribers and reducing leverage to less
than 2.0x.

Fitch's Stable Rating Outlook reflects the positive EBITDA and
free cash flow trends expected during 2005 and 2006 driven by a
managed subscriber growth profile and controlled SAC and
retention costs balanced with the very competitive operating
environment.

CONTACT: David Peterson +1-312-368-3177, Chicago
         Michael Weaver +1-312-368-3156, Chicago

MEDIA RELATIONS: Brian Bertsch +1-212-908-0549, New York


GRABIS S.A.: Court Hands Down Liquidation Order
-----------------------------------------------
Grabis S.A. entered bankruptcy after Judge Braga of Buenos
Aires' civil and commercial tribunal court no. 22 approved a
bankruptcy motion filed by Mr. Marcelo Treggiari, reports La
Nacion. The Company's failure to pay US$52,358.37 in debt
prompted the creditor to file the petition.

Working with Dr. Mata, the city's clerk no. 43, the court
assigned Mr. Julio Surenian as trustee for the bankruptcy
process. The trustee's duties include the authentication of the
Company's debts and the preparation of the individual and
general reports. Creditors are required to present their proofs
of claims to the trustee before October 19, 2004.

The Company's assets will be liquidated at the end of the
bankruptcy process to repay creditors. Payments will be based on
the results of the verification process.

CONTACT: Grabis S.A.
         Rivadavia 1367
         Buenos Aires

         Mr. Julio Surenian
         Viamonte 968
         Buenos Aires


ILUMINACION Y DISENO: Court Declares Company Bankrupt
-----------------------------------------------------
Iluminacion y Diseno S.R.L. entered bankruptcy on orders from
court no. 2 of Mar del Plata's civil and commercial tribunal,
reveals Infobae. Working with clerk no. 4, the court assigned
Mr. Roberto Salvador Aiello as trustee. He is to verify
creditors' claims until October 21, 2004.

Creditors who fail to have their claims validated before the
deadline will be disqualified from receiving any payments to be
made after the Company's assets are liquidated.

CONTACT: Iluminacion y Diseno S.R.L.  
         Espana 2141
         Mar del Plata

         Mr. Roberto Salvador Aiello, Trustee
         Avda Luro 3894
         Mar del Plata


JINGO S.A.: Initiates Bankruptcy Proceedings
--------------------------------------------
Court no. 9 of Buenos Aires' civil and commercial tribunal
declared Jingo S.A. "Quiebra," reports Infobae. Clerk no. 17
assists the court on the case, which will close with the
liquidation of the Company's assets to repay creditors.

Accounting firm "Edgardo Brodersen y Asociados", appointed as
trustee, will verify creditors' claims "por via incidental." The
general report will be submitted in court on November 10, 2004.

CONTACT: Jingo S.A.
         Nahuel Huapi 4402
         Buenos Aires

         Edgardo Brodersen y Asociados - Trustee
         25 de Mayo 611
         Capital Federal


LA PORTADA: Court Rules In Favor of Liquidation
-----------------------------------------------
La Plata's civil and commercial tribunal ordered the liquidation
of La Portada S.A. after the company defaulted on its debt
obligations, says Infobae. The liquidation pronouncement will
effectively place the company's affairs as well as its assets
under the control of Mr. Eduardo Anibal Rodriguez, the court-
appointed trustee.

Mr. Rodriguez will verify creditors' proofs of claims until
October 26, 2004. The verified claims will serve as basis for
the individual reports to be submitted in court on December 10,
2004. The submission of the general report follows on February
27 next year.

CONTACT: La Portada S.A.
         Calle 15 Nro. 1132
         La Plata

         Mr. Eduardo Anibal Rodriguez, Trustee
         Calle 13 Nro. 857
         La Plata


MIRAMAX: Asset Liquidation Required by Court
--------------------------------------------
Miramax S.A. prepares to wind-up its operations following the
bankruptcy pronouncement issued by court no. 7 of Buenos Aires'
civil and commercial tribunal. The declaration effectively
prohibits the company from administering its assets, control of
which will be transferred to a court-appointed trustee.

Infobae reports that the court appointed Mr. Jorge Osvaldo
Stanislavsky as trustee. He will be reviewing creditors' proofs
of claims until October 14, 2004. The verified claims will be
the basis for the individual reports to be presented for court
approval on December 7, 2004. Afterwards, the trustee will also
submit a general report on February 17 next year.

Clerk no. 14 assists the court on this case, which will end with
the disposal of the company's assets to cover its liabilities.

CONTACT: Miramax S.A.
         Echeverria 2850
         Buenos Aires

         Mr. Jorge Osvaldo Stanislavsky, Trustee
         Talcahuano 768
         Buenos Aires


SEGURIDAD Y CUSTODIA: Defaults on Debts, Bankruptcy Ensues
----------------------------------------------------------
Buenos Aires' civil and commercial tribunal declared local
company Seguridad y Custodia S.A. bankrupt after the company
defaulted on its debt payments, reports Infobae. The bankruptcy
order effectively places the company's affairs as well as its
assets under the control of court-appointed trustee, accounting
firm "Estudio Dzierza de Amaral, de Bendetto y Asociados."

The trustee is tasked with verifying the authenticity of claims
presented by the company's creditors. The verification phase is
ongoing until November 4, 2004.

Following claims verification, the trustee will submit the
individual reports based on the forwarded claims for final
approval by the court on December 16, 2004. A general report
will also be submitted on February 24, 2005. The informative
assembly is scheduled on August 8, 2004.  

CONTACT: Estudio Dzierza de Amaral, de Bendetto y Asociados -
Trustee
         Hipolito Yrigoyen 1530
         Buenos Aires


SEROS S.H.: Court Grants Reorganization Motion
----------------------------------------------
Seros S.H., a company operating in Mercedes, successfully
petitioned for reorganization after the city's civil and
commercial tribunal issued a resolution opening the company's
insolvency proceedings.

Under insolvency protection, the company will continue to manage
its assets subject to certain conditions imposed by Argentine
law and the oversight of a court-appointed trustee.

Infobae relates that Ms. Maria Eva Larrosa will serve as trustee
during the course of the reorganization. The firm will be
accepting creditors' proofs of claims for verification until
October 22, 2004.

CONTACT: Seros S.H.
         Guemes 128
         Salto

         Ms. Maria Eva Larrosa, Trustee
         Calle 28 Nro. 524
         Mercedes


STAR MARKETING: Initiates Bankruptcy Proceedings
------------------------------------------------
Court No. 22 of Buenos Aires' civil and commercial tribunal
declared Star Marketing S.R.L. "Quiebra," reports Infobae. Clerk
No. 44 assists the court on the case, which will close with the
liquidation of the Company's assets to repay creditors.

Ms. Ana Maria Calzada Percivale, who has been appointed as
trustee, will verify creditors' claims until November 2, 2004
and then prepare the individual reports based on the results of
the verification process.

The individual reports will then be submitted to court on
December 14, 2004 followed by the general report on February 9
next year.

CONTACT: Ms. Ana Maria Calzada Percivale, Trustee
         Avda San Martin 2508
         Buenos Aires


TRABUN S.A.: Court Approves Creditor's Bankruptcy Motion
--------------------------------------------------------
Judge Ojea Quintana, serving for court no. 12 of Buenos Aires'
civil and commercial tribunal, declared Trabun S.A. bankrupt,
says La Nacion. The ruling comes in approval of the bankruptcy
petition filed by the Company's creditor, Mr. Marcelo Aliotti,
for nonpayment of US$55,970.65 in debt.

Trustee Gustavo Scomparin will examine and authenticate
creditors' claims until November 8, 2004. This is done to
determine the nature and amount of the Company's debts.
Creditors must have their claims authenticated by the trustee by
the said date in order to qualify for the payments that will be
made after the Company's assets are liquidated.

Dr. Perez, clerk no. 23, assists the court on the case, which
will conclude with the liquidation of the Company's assets.

CONTACT: Trabun S.A.
         Avenida Belgrano 615
         Buenos Aires

         Mr. Gustavo Scomparin, Trustee
         Avenida Cordoba 1412
         Buenos Aires


TRANSENER: Petrobras' Stake May Be Up For Bid
---------------------------------------------
Argentine investment group Dolphin Fund Management is interested
in taking control of part of the 32.5% stake that Petrobras
Energia (PECO.BA) holds in high-voltage power company Transener,
Dow Jones Newswires reports, citing local dailies El Cronista
and Infobae.

El Cronista reported that six months ago, Dolphin made a bid for
Petrobras' stake on the same terms as its successful US$14
million bid in March for the 42% stake Britain's National Grid
(NGG) owned in Citelec, Transener's holding company. The report
said Dolphin must therefore have offered about US$16.5 million
for Petrobras' stake.

In the meantime, Dolphin is also talking with the government to
see if the new state-owned energy company, Enarsa, would be
interested in making a joint bid for Petrobras Energia's 50%
stake, said the newspaper. Enarsa still needs congressional
approval.

Petrobras Energia and Dolphin each own half of Citelec, which
controls 65% of Transener's shares. Ten percent of the company
is owned by employees and 25% is traded on the stock exchange.

However, Petrobras Energia needs to sell its stake eventually to
fulfill a promise made to the Argentine government when Brazil's
Petroleo Brazileiro SA (PBR) took majority control of
Transener's former owner Perez Companc SA. At present, there is
no timeline for the sale.


VIVIENDAS MAYO: Liquidates Assets to Pay Debts
----------------------------------------------
Viviendas Mayo Cooperativa de Provision de Inmuebles y Credito
Ltda will begin liquidating its assets following the
pronouncement given by court no. 17 of Buenos Aires' civil and
commercial tribunal that the company is bankrupt, Infobae
reports.

The bankruptcy ruling places the company under the supervision
of court-appointed trustee, Ms. Eva Mabel Bogado. The trustee
will verify creditors' proofs of claims until October 15, 2004.
The validated claims will be presented in court as individual
reports on November 26, 2004.

The trustee will also submit a general report, containing a
summary of the company's financial status as well as relevant
events pertaining to the bankruptcy, on February 8, 2005.

The bankruptcy process will end with the disposal company assets
in favor of its creditors.

CONTACT: Ms. Eva Mabel Bogado, Trustee
         Paraguay 1465
         Buenos Aires


* Argentina: IMF to Consider Payment Deferment Friday
-----------------------------------------------------
The International Monetary Fund board will meet Friday to
consider Argentina's request to defer until December a billion
US dollars in upcoming payments, reports Dow Jones Newswire.
IMF Managing Director Rodrigo de Rato earlier described the
deferment request as something "normal" with many country
members, and did not discard its approval.

However, Mr. Rato also anticipated that the consideration of the
matter will be influenced by "important decisions in the budget
field" which Argentina must contemplate for the coming fiscal
year.

Argentine Finance Minister Roberto Lavagna will be presenting to
Congress this week the 2005 budget. IMF has been recommending
equivalent to 4% of GDP, although President Nestor Kirchner's
administration has insisted that it will stay put in 3% of GDP
like this year, fearing that a greater amount might derail the
current recovery of the Argentine economy.

Announcement of the upcoming IMF meeting is a boost for
President Kirchner at a crucial moment in the relationship
between Argentina, the IMF and the South American country's
foreign creditors. Kirchner's government hopes this will mean
the IMF does not "interfere" in the country's US$100 billion
debt restructuring, due to be launched in the coming weeks.

Argentina is due to make US$2.4 billion in payments to the IMF
by the end of year, of which US$1 billion can be rolled over for
a year. It is understood Argentina will make the rest of the
payments out of reserves.



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

FOSTER WHEELER: Extends Exchange Offer to September 17
------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) announced Tuesday that a
minimum threshold related to its equity-for-debt exchange was
not met for one class of securities. Specifically, only 49.3% of
the revised minimum threshold of 60% has been tendered by
holders of the 9.00% Preferred Securities. Foster Wheeler is
extending its exchange offer until 5:00 p.m., New York City
time, on September 17, 2004.

"Let me be perfectly clear," said Raymond J. Milchovich,
chairman, president and chief executive officer, "unless the
tendered amount of Preferred Securities meets or exceeds an
acceptable minimum threshold, this exchange offer will fail. If
it does fail, all of the company's stakeholders will suffer."

If Foster Wheeler fails to complete the exchange offer, it is
then obligated, subject to certain conditions, to commence and
attempt to consummate the same economic transactions
contemplated by the exchange offer through an alternative
implementation structure. This obligation is contained in the
lock-up agreements signed with various institutional holders of
the company's debt securities, and it is more fully described in
the registration statement on Form S-4 filed with the SEC
relating to the proposed exchange offer. Foster Wheeler
continues to actively consider such alternatives.

The securities proposed to be exchanged are as follows:

1) Foster Wheeler's Common Shares and its Series B Convertible
Preferred Shares (the "Preferred Shares") and warrants to
purchase Common Shares for any and all outstanding 9.00%
Preferred Securities, Series I issued by FW Preferred Capital
Trust I (liquidation amount $25 per trust security) and
guaranteed by Foster Wheeler Ltd. and Foster Wheeler LLC,
including accrued dividends;

2) Foster Wheeler's Common Shares and Preferred Shares for any
and all outstanding 6.50% Convertible Subordinated Notes due
2007 issued by Foster Wheeler Ltd. and guaranteed by Foster
Wheeler LLC;

3) Foster Wheeler's Common Shares and Preferred Shares for any
and all outstanding Series 1999 C Bonds and Series 1999 D Bonds
(as defined in the Second Amended and Restated Mortgage,
Security Agreement, and Indenture of Trust dated as of October
15, 1999 from Village of Robbins, Cook County, Illinois, to
SunTrust Bank, Central Florida, National Association, as
Trustee); and

4) Foster Wheeler's Common Shares and Preferred Shares and up to
$150,000,000 of Fixed Rate Senior Secured Notes due 2011 of
Foster Wheeler LLC guaranteed by Foster Wheeler Ltd. and certain
Subsidiary Guarantors for any and all outstanding 6.75% Senior
Notes due 2005 of Foster Wheeler LLC guaranteed by Foster
Wheeler Ltd. and certain Subsidiary Guarantors; and solicitation
of consents to proposed amendments to the indenture relating to
the 9.00% Junior Subordinated Deferrable Interest Debentures,
Series I of Foster Wheeler LLC, the indenture relating to the
6.50% Convertible Subordinated Notes due 2007 and the indenture
relating to the 6.75% Senior Notes due 2005.

As of 5:00 p.m. on September 14, 2004, holders have tendered the
following dollar amounts and percentages of the following
original securities:

1) 9.00% Preferred Securities, $86,281,525 (49.3%);

2) 6.50% Convertible Subordinated Notes, $209,930,000 (99.97%);

3) Robbins Series C Bonds due 2024, $56,643,071 (73.4%), Robbins
Series C Bonds due 2009, $12,028,197 (99.2%), and Robbins Series
D Bonds, $35,489,277 based on the balance due at maturity
(99.1%); and

4) 6.75% Senior Notes, $192,118,000 (96.1%).

A copy of the prospectus relating to the New Notes and other
related documents may be obtained from the information agent.
The information agent for the exchange offer and consent
solicitation is Georgeson Shareholder Communications Inc., 17
State Street, 10th Floor, New York, New York 10014. Georgeson's
telephone number for bankers and brokers is 212-440-9800 and for
all other security holders is 800-891-3214.

The dealer manager for the exchange offer and consent
solicitation is Rothschild Inc., 1251 Avenue of the Americas,
51st Floor, New York, New York 10020. Contact Rothschild at 212-
403-3784 with any questions on the exchange offer.

The exchange agent for the exchange offer is the Bank of New
York, London Branch.

Investors and security holders are urged to read the following
documents filed with the SEC, as amended from time to time,
relating to the proposed exchange offer because they contain
important information: (1) the registration statement on Form S-
4 (File No. 333-107054) and (2) the Schedule TO (File No. 005-
79124). These and any other documents relating to the proposed
exchange offer, when they are filed with the SEC, may be
obtained free at the SEC's Web site at www.sec.gov.

The foregoing reference to the exchange offer and any other
related transactions shall not constitute an offer to buy or
exchange securities or constitute the solicitation of an offer
to sell or exchange any securities in Foster Wheeler Ltd. or any
of its subsidiaries.

Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of design, engineering,
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,
petrochemicals, chemicals, power, pharmaceuticals, biotechnology
and healthcare industries. The corporation is based in Hamilton,
Bermuda, and its operational headquarters are in Clinton, New
Jersey, USA.

CONTACT: Media Contact:
         Ms. Maureen Bingert
         Phone: 908-730-4444
              OR
         Investor Contact:
         Mr. John Doyle
         Phone: 908-730-4270
              OR
         Other Inquiries:
         Phone: 908-730-4000
  
         Web Site: http://www.fwc.com/


FOSTER WHEELER: Subsidiary Lands $32M Caltex Contract
-----------------------------------------------------
Foster Wheeler Limited (OTCBB: FWLRF) announced Tuesday that its
subsidiary Foster Wheeler South Africa (Pty) Limited has been
awarded an engineering, procurement and construction (EPC)
contract by Caltex Oil South Africa (Pty) Ltd. (Caltex), a part
of the ChevronTexaco group, for a low-sulfur diesel project. The
contract, which is the third stage of the project, covers the
full EPC portion of the project through commissioning
assistance. Commissioning is expected to occur in November 2005.
The total investment value of the project is $32 million. The
terms of Foster Wheeler's contract were not disclosed. The
booking was included in the second quarter.

"This contract award reflects Caltex's continuing confidence in
Foster Wheeler South Africa, and further develops the 15-year
relationship between the two companies," said Mark Meyer,
managing director of Foster Wheeler South Africa (Pty) Limited.

Located at Cape Town, South Africa, the project involves the
revamp of the diesel hydrotreating unit and addition of a
hydrogen purification unit to produce low-sulfur diesel. Foster
Wheeler plans to carry out engineering and procurement from its
office in Midrand, South Africa, with construction management
located on site in Cape Town.

During the first stage of the project, Foster Wheeler produced a
conceptual engineering package evaluating various options for
the refinery to meet the phased tightening of diesel and
gasoline specifications in South Africa, including a hydrogen
management study. During the second stage of the project, Foster
Wheeler completed a front-end engineering design (FEED) and
total installed cost estimate for the revamp of the diesel
hydrotreating unit, and installation of a new hydrogen
purification unit. The project ensures compliance with the South
African diesel fuel specification of 500 ppm wt sulfur by
January 1, 2006.



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

CSN: $200M Notes Get B1 Rating From Moody's; Stable Outlook
-----------------------------------------------------------
Moody's Investors Service assigned a B1 foreign currency rating
to US$200 million in notes issued by CSN Islands IX Corp. and
guaranteed by Companhia Siderurgica Nacional (CSN). The rating
outlook is stable.

The notes will expire on January 2015. Proceeds will be used for
general corporate purposes and to refinance short-term debt. The
B1 foreign currency rating considers CSN's continued high level
of debt employed in its capital structure, increasing raw
material costs relative to metallurgical coal and coke
requirements and higher capital spending program of $850 million
planned over the period to 2007.

Moreover, the rating reflects CSN's high payout level to
shareholders relative to earnings and cash flow generated. The
rating acknowledges CSN's well placed position in the Brazilian
steel industry, efficient operations, and captive raw material
sources for key materials other than coal.

Headquartered in Rio de Janeiro, Brazil, CSN had consolidated
net revenues of BRL7 billion in 2003.



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

ENERSIS: Completes Exchange Offer for 7.375% Notes Due 2014
-----------------------------------------------------------
Enersis S.A. (NYSE: ENI) has exchanged US$348,249,000 principal
amount, or 99.5%, of its unregistered 7.375% notes due 2014 (the
"Old Notes") for new 7.375% notes due 2014, which are registered
under the Securities Act of 1933, as amended (the "New Notes").

The exchange offer period began on August 6, 2004 and ended on
September 3, 2004. The New Notes were issued on September 10,
2004, with the tendering holders of the Company's Old Notes
receiving a like principal amount of its New Notes. US$1,751,000
principal amount of the Old Notes remain outstanding.

The Company did not receive any proceeds from the issuance of
the New Notes in the exchange offer.

CONTACT: Ms. Susana Rey
         Head of Investor Relations
         Enersis S.A.
         Santa Rosa 76,
         Santiago, Chile
         e-mail: srm@e.enersis.cl
         Phone: 56 (2) 353 4554
         Web Site: http://www.enersis.cl/


TELSUR: Secures $47M Loan From Banks
------------------------------------
Chilean telco Telefonica del Sur obtained US$47 million in loans
from local banks Banco Estado, BCI, Scotiabank and Corpbanca,
reports Business News Americas. No details about new terms or
interest rates were provided.

The funds will be used to cover restructuring of liabilities
with banks and partial prepayment of bonds.

Telsur, which is controlled by Quinenco Group, expects to take
full delivery of the loans by November 29.



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

BANCO HIPOTECARIO: Fitch Downgrades Outlook to Negative
-------------------------------------------------------
Fitch Centroamerica reduced its outlook for El Salvador mortgage
bank Banco Hipotecario from stable to negative, reports Business
News Americas. The bank's poor performance, which has kept it
from generating sufficient reserves to cover bad loans, prompted
the downgrade. Fitch blamed the bank's poor performance on
deteriorating financial margin, low operating efficiency and the
sale of real estate in lieu of payments.


* EL SALVADOR: Latest Bond Offering Generates $286.5M
-----------------------------------------------------
El Salvador issued bonds worth US$286.5 million in the
international market Tuesday, says Dow Jones. Citigroup, which
underwrote the offering, revealed the bond matures Sept. 21,
2034, but includes a put option after 15 years. The offering was
priced to yield 7.625%, or 349 basis points over 10-year U.S.
Treasurys.

The Rule 144A offering was only available to qualified,
institutional buyers.

Moody's rates El Salvador's credit rating Baa3, the lowest rung
on the investment-grade ladder, while Standard & Poor's rates
the country's credit rating BB+, one notch below investment
grade.



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

MILLICOM INTERNATIONAL: Shareholders OK Article 13 Amendments
-------------------------------------------------------------
Millicom International Cellular S.A. (``Millicom'') (NasdaqNM:
MICC) (Stockholmsborsen and Luxembourg Stock Exchange: MIC)
(``the Company''), announces that the second extraordinary
meeting of shareholders, held on September 14, 2004, approved
the proposed amendments of Article 13, paragraph 3 of the
Articles of Association of the Company.

Millicom International Cellular S.A. is a global
telecommunications investor with cellular operations in Asia,
Latin America and Africa. It currently has a total of 16
cellular operations and licenses in 15 countries. The Group's
cellular operations have a combined population under license of
approximately 387 million people.

CONTACTS: Mr. Marc Beuls
          President and Chief Executive Officer
          Millicom International Cellular S.A.,
          Luxembourg
          Telephone:  +352 27 759 327

          Mr. Andrew Best
          Investor Relations
          Shared Value Ltd, London
          Telephone:  +44 20 7321 5022

          Web Site: http://www.millicom.com/



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

AEROMEXICO/MEXICANA: Cintra To Push Through With Sale Next Year
---------------------------------------------------------------
Corporacion Internacional de Transportacion Aerea (Cintra) will
push through with the sale of Aeromexico and Mexicana de
Aviacion in 2005. At this point, what is left to determine is
whether to sell the two companies individually or as a package.

Authorities have consulted Mexico's Federal Anti-Monopoly
Commission (CFC) regarding the method of the sale. CFC had
previously decided on a separate sale of the companies. Cintra
president Rogelio Gasca says that a decision could be handed
down in the next two or three months.

Cintra has a 50 percent stake on both Aeromexico and Mexicana de
Aviacion. The Company also controls cargo company Aeromexpress,
aviation training center Alas de America, airport services
company SEAT and regional carriers Aerocaribe and Aerolitoral.

CONTACT: CINTRA S.A. de C.V.
         Av Xola 535 piso 16
         col. del Valle Mexico
         Tel: (5)448 - 8000
         E-mail: infocintra@cintra.com.mx



NQL DRILLING: Halts Mexican Operations, Sells Assets
----------------------------------------------------
NQL Drilling Tools Inc. (TSX - NQL.A) has discontinued the
provision of casing services in Mexico and has sold all of the
related assets for proceeds of US$750,000. The Company's casing
services business in Mexico had been unprofitable for some time
and had been identified as non-core in the second quarter.
Proceeds from the disposition will be utilized to reduce
indebtedness under the Company's operating line of credit.

NQL Drilling Tools Inc. is an industry leader in providing
downhole tools, technology and services used primarily in
drilling applications in the oil and gas, environmental and
utility industries on a world-wide basis. NQL trades on the
Toronto Stock Exchange under the symbol NQL.A.

CONTACT: NQL Drilling Tools Inc.
         1507-4 Street
         Nisku, ALB
         T9E 7M9
         Canada

         Phone:  (780) 955-6460
         Toll Free Phone: (800) 700-7942
         Fax: (780) 955-3528
         Web Address: http://www.nql.com
         Email Address:  deborah.semashkewich@nql.com
         IR Professional:  Kevin Lee Nugent


TV AZTECA: Salinas to Present Details of Unefon Deal Soon
---------------------------------------------------------
Mexican media group TV Azteca SA (TZA) Chairman Ricardo Salinas
remains undaunted by the ongoing investigation of the U.S.
Securities and Exchange Commission into a controversial debt
deal at mobile phone operator Unefon that he part owns.

"I am not worried one iota. He who owes nothing, fears nothing,"
Salinas said, adding that in two or three weeks he will present
evidence "in which the operation is explained in full detail."

The SEC is investigating the company's failure to disclose that
Salinas and business partner Moises Saba had profited about
US$218 million by buying debt in unit Unefon SA (UNEFON.MX) and
then selling it back to wireless service provider.

Saba is chairman of Unefon, and Salinas is president of the
wireless carrier. At the time of the questioned debt
transaction, TV Azteca had a 46.5% stake in Unefon, which it
spun off last December.

CONTACT: Investor Relations
         Mr. Bruno Rangel
         5255 3099 9167
         jrangelk@tvazteca.com.mx

         Mr. Omar Avila
         5255 3099 004
         1oavila@tvazteca.com.mx

         Web Site: www.irtvazteca.com



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

PDVSA/PDVSA FINANCE: Moody's Upgrades Various Ratings
-----------------------------------------------------
Moody's Investors Service upgraded the foreign currency issuer
rating of Petroleos de Venezuela's (PDVSA) to B2 from Caa1 and
its local currency issuer rating to B1 from Caa1. Concurrently,
the rating agency also upgraded the long-term rating of PDVSA
Finance Ltd.'s notes to B1 from Caa1.

The rating actions follow an upgrade of Venezuela's country
ceiling for foreign currency bonds and notes to B2 from Caa1,
and the Republic's local currency denominated bonds to B1 from
Caa1.

The local currency issuer rating of PDVSA and the long-term
rating of the PDVSA Finance notes both remain under review for
upgrade.

The rating of the PDVSA Finance notes is linked to the local
currency and foreign currency ratings of PDVSA, which generates
the receivables that back the repayment of the rated notes.

As a result of this linkage, any further changes in those
ratings may also result in a change in the rating of the PDVSA
Finance notes. Consequently, the B1 note rating also remains
under review for upgrade.



                            ***********


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. John D. Resnick, Edem Psamathe P. Alfeche and
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Copyright 2004.  All rights reserved.  ISSN 1529-2746.

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