TCRLA_Public/051206.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Tuesday, December 6, 2005, Vol. 6, Issue 241

                            Headlines

A R G E N T I N A

AGROPECUARIA PIEDRA: Seeks Court Approval to Reorganize
ALTO PALERMO: Deduction of 5% as Legal Reserve Approved
CRESUD: OKs Deduction of 5% as Legal Reserve
DBT S.A.: Closes Reorganization
EDENOR: Employees Reject Dolphin's Offer for Stake

GUZ MAR: Court OKs Creditor's Bankruptcy Call
IMPSA: Fitch Maintains Corporate Bonds' Ratings
INDUSTRIAS WILMAX: Enters Bankruptcy on Court's Order
IRSA: Shareholders Approve Directors' Fees
LA GOYA: Court Rules for Liquidation

MAR VER: Court Declares Company Bankrupt
NITROVAC S.A.: Liquidates Assets to Pay Debts
NORYSUR S.A.: Enters Bankruptcy on Court Orders
PINNACLE ENTERTAINMENT: Fitch Removes Rating from Neg. Watch
POLICLINICO RAFAELA: Begins Liquidation

RODRIGUEZ PENA: Debt Payments Halted, Set to Reorganize
SERVICIO EMPRESARIO: Reorganization Proceeds to Bankruptcy
TELECOM PERSONAL: Opens Two-Series, $500M Bond Issue
TRANSENER: S&P Places 'CCC+' Ratings on Watch Positive
TRANSENER: Govt. Publishes Decrees Approving New Contracts


B E R M U D A

INTELSAT: Enters into Strategic Agreement with APT Satellite
PXRE GROUP: Chaucer Holdings Agrees to Acquire PXRE Limited


B R A Z I L

CELPA/CEMAT: S&P Assigns 'B-' Corp Credit Ratings
ELETROPAULO METROPOLITANA: Mulls $112.5M Debenture Issuance
ELETROPAULO METROPOLITANA: Shares to Take Part in ISE
PLASTIPAK HOLDINGS: Prices Senior Notes Offering
SAFRA LEASING: Wraps Up $2.26B Debenture Issue


C A Y M A N   I S L A N D S

CANNON STAR: To Undergo Voluntary Wind Up Process
EMPRESS HOLDINGS: Taps Buchanan Limited as Liquidator
GULF NETWORK: Commences Winding Up Process
KALLISTA QUANT (FUND): To be Placed into Voluntary Liquidation
KALLISTA QUANT (MASTER): Hires Le Roux, Jon Roney as Liquidators

KALLISTA VOLATILITY (FUND): Proofs of Claim Due Dec. 29
KALLISTA VOLATILITY (MASTER): Shareholder Decides on Liquidation
LIONHEARTED 2002: To be Placed into Voluntary Liquidation
NAKAGAWA ESTATE: Creditors to Submit Proofs of Claim Dec. 28
PECONIC EPIC: Appoints DMS Corporate Services as Liquidators

PISIGMA INVESTMENTS: Voluntary Wind Up Begins
POWER HOLDINGS: To Start Wind Up Process
PUREADES: Creditors to Prove Claims On or Before Dec. 29
ROCHESTER MANAGEMENT: To Wind Up Voluntarily
SMFC HOLDINGS: To be Placed into Voluntary Liquidation

SPIRIT LIMITED: Liquidator Appointed to Supervise Wind Up
SURF CAPITAL: Enters Voluntary Liquidation
SWARM EUROPE (FUND): Verification Phase Ends Dec. 28
SWARM EUROPE (MASTER): Shareholder Seeks Voluntary Liquidation
TIENDA HOLDINGS: Appoints Mark Wanless, Tun Win as Liquidators


E C U A D O R

PACIFICTEL: FS Shelves Plans to Outsource Mgt. to Foreigners


J A M A I C A

DYOLL INSURANCE: Liquidators Confirm Court's Ruling on Payout
MIRANT CORP: von Blasingame Named Head of Caribbean Operations
MIRANT CORP: Court Confirms 2nd Amended Plan of Reorganization


M E X I C O

BALLY TOTAL: Retains MacKenzie Partners' Services
BALLY TOTAL: Clarifies S-8 Registration Statement
CALPINE CORP: Provides Update on Delaware Litigation
CALPINE CORP: Exposure Does Not Adversely Affect Power Sector
CENTRAL PARKING: Declares Regular Quarterly Dividend

GRUPO FERTINAL: Appeals Court Reverses Prior Ruling in ING Case
GRUPO POSADAS: Grupo Mexicana Buyout Cues S&P's Watch Negative
GRUPO POSADAS: Moody's Places Ratings on Review for Downgrade
MERIDIAN AUTOMOTIVE: Requests Reorganization Filing Extension


P U E R T O   R I C O

AOL LATIN AMERICA: Files Sept. 2005 Monthly Operating Report
DORAL FINANCIAL: Suspends Trading Under Employee Benefit Plans


V E N E Z U E L A

PETROZUATA FINANCE: Bond Ratings Remain on CreditWatch, Negative

     -  -  -  -  -  -  -  -

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

AGROPECUARIA PIEDRA: Seeks Court Approval to Reorganize
-------------------------------------------------------
Court No. 12 of Buenos Aires' civil and commercial tribunal is
currently reviewing the merits of the reorganization petition
filed by Agropecuaria Piedra Pintada S.A. Argentine daily La
Nacion reports that the Company filed the request after
defaulting on its debt payments since in the middle of August
2005.

The reorganization petition, if granted by the court, will allow
Agropecuaria Piedra Pintada S.A. to negotiate a settlement with
its creditors in order to avoid a straight liquidation. Clerk
No. 24 assists the court on this case.

CONTACT: Agropecuaria Piedra Pintada S.A.
         Corrientes 2330
         Buenos Aires


ALTO PALERMO: Deduction of 5% as Legal Reserve Approved
-------------------------------------------------------
The shareholders of Alto Palermo S.A. (APSA) unanimously
approved during the Shareholder's Meeting a deduction of a 5% as
legal reserve.

In a letter filed with the Comision Nacional Valores on December
1, 2005, the Company disclosed the Summary of the resolutions
adopted at the captioned Shareholder's Meeting:

FIVE: TREATMENT AND ALLOCATION OF NET INCOME FOR THE YEAR ENDED
JUNE 30, 2005, WHICH AMOUNTED TO $ 33,255,400.

- CONSIDERATION OF A CASH PAYMENT OF DIVIDENDS FOR THE TOTAL
AMOUNT OF $ 29,000,000.

- It was unanimously approved (i) a deduction of a 5% as legal
reserve; (ii) a cash payment of dividends for the total amount
of $29,000,000; y (iii) the transfer of the balance to the
retained earnings account.

SIX: DETERMINATION OF THE NUMBER AND ELECTION OF REGULAR AND
ALTERNATE DIRECTORS.

The meeting unanimously resolved to maintain the number of
regular and alternate directors, so it was not necessary to make
any new appointment.

SEVEN: APPROVAL OF FEES PAYABLE TO THE BOARD OF DIRECTORS IN THE
AMOUNT OF $4,656,999.

- TOTAL FEES ACCORDING TO ARTICLE 261 OF LAW 19,550.

The meeting unanimously approved the fees payable to the Board
of Directors in the amount of $4,656,999 for the duties during
the fiscal year ended June 30, 2005.

EIGHT: APPROVAL OF FEES PAYABLE TO THE SUPERVISORY COMMITTEE FOR
THE FISCAL YEAR ENDED JUNE 30, 2005.

The meeting unanimously resolved to pay no fees to the
Supervisory Committee.

NINE: APPOINTMENT OF REGULAR AND ALTERNATE MEMBERS OF THE
SUPERVISORY COMMITTEE

The meeting unanimously resolved to elect Fabian O. CAINZOS,
Jose Daniel ABELOVICH and Marcelo FUXMAN, to act as regular
syndics; and Maria Marta ANZIZAR, Sergio KOLACKZYK and Silvia
Cecilia De FEO as alternate syndics.

TEN: APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE NEXT FISCAL
YEAR AND DETERMINATION OF RELATED FEES.

The meeting unanimously approved to appoint the auditing firms
PRICEWATERHOUSE & CO. member of the firm PriceWaterhouseCoopers
and ABELOVICH, POLANO & Asociados as certifying accountants of
the financial statements for the current 2005/2006 fiscal year,
and to establish their fees at $728,300 and $586,170
respectively.

ELEVEN: APPROVAL OF SPECIAL MERGER BALANCE SHEETS OF APSA AND
ALTO RESEARCH AND DEVELOPMENT SA (ARDESA), BOTH MADE AS OF JUNE
30, 2005, AND SUPERVISORY COMMITTEE'S AND AUDITOR'S REPORTS.
APPROVAL OF PRELIMINARY PLAN OF MERGER. APPROVAL OF ACTION TAKEN
BY THE BOARD OF DIRECTORS. APPOINTMENT OF REPRESENTATIVES OR
AGENTS OF APSA WHO SHALL EXECUTE AND DELIVER, IN ACCORDANCE WITH
THE RESOLUTIONS ADOPTED, THE RELEVANT FINAL MERGER AGREEMENT.

The meeting unanimously approved the corporate reorganization,
the action taken by the Board of Directors and the accounting
documents submitted for review.

TWELVE: APPROVAL OF A COMMODATUM IN FAVOUR OF FUNDACION MUSEO
LOS NINOS IN ROSARIO SHOPPING

It was unanimously approved a commodatum for 30 years in favour
of Museo los Ninos.

THIRTEEN: REASONS FOR CALLING THE MEETING BEYOND THE STATED
TERM.

The meeting unanimously approved the reasons why the meeting was
called beyond the statutory term.

CONTACT: Alto Palermo S.A. (APSA)
         2/F
         476 Hipolito Yrigoyen
         Buenos Aires
         Argentina
         Phone: +54 11 4344 4600
         Web site: http://www.altopalermo.com.ar


CRESUD: OKs Deduction of 5% as Legal Reserve
--------------------------------------------
The shareholders of CRESUD S.A.C.I.F. y A have approved a
deduction of a 5% as legal reserve.

By letter dated December 1, 2005 to the Comision Nacional de
Valores, the Company reported the following Summary of the
resolutions adopted at the captioned Shareholder's Meeting:

FIVE: TREATMENT AND ALLOCATION OF NET INCOME FOR THE YEAR ENDED
JUNE 30, 2005, WHICH AMOUNTED TO $ 76,798,918. - CONSIDERATION
OF A CASH PAYMENT OF DIVIDENDS FOR THE TOTAL AMOUNT OF $
10,000,000.

- It was approved by majority (i) a deduction of a 5% as legal
reserve; (ii) a cash payment of dividends for the total amount
of $10,000,000; y (iii) the transfer of the balance to the
retained earnings account.

SIX: APPROVAL OF FEES PAYABLE TO THE BOARD OF DIRECTORS IN THE
AMOUNT OF $2,680,692 FOR THE FISCAL YEAR ENDED JUNE 30, 2005.

- TOTAL FEES ACCORDING TO ARTICLE 261 OF LAW 19,550.

The meeting approved by majority the fees payable to the Board
of Directors in the amount of $2,680,692 for the duties during
the fiscal year ended June 30, 2005.

SEVEN: APPROVAL OF FEES PAYABLE TO THE SUPERVISORY COMMITTEE FOR
THE FISCAL YEAR ENDED JUNE 30, 2005.

The meeting unanimously resolved to pay no fees to the
Supervisory Committee.

EIGHT: DETERMINATION OF THE NUMBER AND ELECTION OF REGULAR AND
ALTERNATE DIRECTORS, AS APPLICABLE.

The meeting resolved by majority to maintain the number of
regular and alternate directors, and the re-election as regular
directors of Mrs. Eduardo Sergio ELSTAIN y Saul Zang for three
periods; and the re-election as alternative directors of Mrs.
Gaston Armando LERNOUD, Salvador Dario BERGEL y Juan Carlos
QUINTANA TERAN also for three periods, who qualify as non-
independent in accordance with the terms of CNV Resolution 400.

NINE: APPOINTMENT OF REGULAR AND ALTERNATE MEMBERS OF THE
SUPERVISORY COMMITTEE

The meeting resolved by majority to elect Roberto MURMIS, Jos‚
Daniel ABELOVICH and Marcelo FUXMAN, to act as regular syndics;
and Maria Marta ANZIZAR, Sergio KOLACKZYK and Silvia Cecilia De
FEO as alternate syndics, who qualify as independent.

TEN: APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE NEXT FISCAL
YEAR AND DETERMINATION OF RELATED FEES.

The meeting approved by majority to appoint the auditing firms
PRICEWATERHOUSE & CO. member of the firm PriceWaterhouseCoopers
as certifying accountant of the financial statements for the
current 2005/2006 fiscal year, and to establish its fees at
$371,300.

ELEVEN: REASONS FOR CALLING THE MEETING BEYOND THE STATED TERM.

The meeting approved by majority the reasons why the meeting was
called beyond the statutory term.

CONTACT: Cresud S.A.C.I.F. y A.
         Gabriel Blasi -- CFO
         Phone: 011-54-11-4323-7449
         E-mail: finanzas@cresud.com.ar
         URL: http://www.cresud.com.ar


DBT S.A.: Closes Reorganization
-------------------------------
The reorganization of DBT S.A. has been concluded. Data revealed
by Infobae on its Web site indicated that the process was
concluded after Buenos Aires' civil and commercial court
homologated the debt agreement signed between the Company and
its creditors.


EDENOR: Employees Reject Dolphin's Offer for Stake
--------------------------------------------------
Employees of local electricity distributor Edenor turned down
investment fund Grupo Dolphin's public offer to buy their 10%
stake in the Company, reports Reuters.

Dolphin bought a 65% stake in Edenor in June from state-owned
Electricite de France (EdF) for US$100 million. Under local
securities regulations, Dolphin, as the new majority
shareholder, is required to offer remaining shareholders the
same terms it agreed upon with EdF.

On November 22, Dolphin offered US$15.4 million for all of
Edenor's Class C shares, or $0.18/share. These shares are
currently in the hands of an employee ownership program known by
its Spanish acronym as PPP. Employees' Class C shares number
83,161,020, representing 10% of Edenor's share capital.

Local media have reported in recent months that Edenor employees
were unhappy with Dolphin's public offer and wanted to hold
their own public offer, seeking a higher price than Dolphin's
$0.18/share.

Edenor's shares are listed on the local stock exchange but have
never actually traded.

Edenor distributes electricity to parts of the capital and
greater Buenos Aires province with about 2.2 million clients.

CONTACT:  EDENOR S.A.
          Azopardo Building
          Azopardo 1025 (1107) Capital Federal
          Phone: (54-11) 4346-5000
          Fax: (54-11) 4346-5300
          E-mail: to ofitel@edenor.com.ar
          Web Site: http://www.edenor.com.ar


GUZ MAR: Court OKs Creditor's Bankruptcy Call
---------------------------------------------
Guz Mar Technology S.A. entered bankruptcy after Court No. 21 of
Buenos Aires' civil and commercial tribunal approved a
bankruptcy motion filed by Banco Rio, reports La Nacion. The
Company's failure to pay $4,985.20 in debt prompted the creditor
to file the petition.

Working with the city's Clerk No. 42, the court assigned Mr.
Benigno R. Fernandez 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 claim to the
trustee before Feb. 20, 2006.

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: Guz Mar Technology S.A.
         Av. Constituyentes 3667
         Buenos Aires

         Mr. Benigno R. Fernandez, Trustee
         Uriburu 1010
         Buenos Aires


IMPSA: Fitch Maintains Corporate Bonds' Ratings
-----------------------------------------------
Fitch Argentina Calificadora de Riego S.A maintains its `D(arg)'
rating on US$150 million worth of corporate bonds issued by
Industrias Metalurgicas Pescarmona SA (IMPSA), according to
Argentina's securities regulator, CNV.

The affected bonds carried the description "2 Serie emitida por
US$150 millones del Programa Global de US$ 250 millones" and
expired on May 30, 2002.

A `D (arg)' rating indicates a company has defaulted on its
financial commitment.

At the same time, Fitch maintains a `C(arg)' rating on US$250
million worth of IMPSA bonds. The affected bonds, which are
undated, carried the description "Programa de obligaciones
negociables."

A `C(arg)' rating indicates a highly uncertain capacity for
timely payment of financial commitments relative to other
issuers or issues in the same country. Capacity or meeting
financial commitments is solely reliant upon a sustained,
favorable business and economic environment, said Fitch.

The ratings assigned were based on IMPSA's financial health as
of July 31, 2005.

CONTACT: Industrias Metalurgicas Pescarmona S.A.
         Latin America
         Mr. Hernan Guinazu
         Carril Rodriguez Pena 2451
         (M5503AHY) Godoy Cruz, Mendoza
         Argentina.
         Phone: (+54-261) 4131374
         Fax:(+54-261) 4131429 - 4131423
         E-mail: guinazu@impsa.com.ar
         Web site: http://www.impsa.com.ar


INDUSTRIAS WILMAX: Enters Bankruptcy on Court's Order
-----------------------------------------------------
Buenos Aires' civil and commercial court declared Industrias
Wilmax S.A. bankrupt after the Company defaulted on its debt
payments. The bankruptcy order effectively places the Company's
affairs as well as its assets under the control of court-
appointed trustee, Oscar Ricardo Scally.

As the trustee, Mr. Scally is tasked with verifying the
authenticity of claims presented by the Company's creditors. The
verification phase is ongoing until Feb. 7, 2006.

Following claims verification, the trustee will submit the
individual reports based on the forwarded claims for final
approval by the court on March 21, 2006. A general report will
also be submitted on May 2, 2006.

CONTACT: Mr. Oscar Ricardo Scally, Trustee
         Arenales 875
         Buenos Aires


IRSA: Shareholders Approve Directors' Fees
------------------------------------------
The shareholders of IRSA Inversiones y Representaciones Sociedad
Anonima approved the fees payable to the Board of Directors in
the amount of $7,400,000 plus VAT, as consideration for the
performance of special technical duties during the fiscal year
ended June 30, 2005.

In a letter dated December 1, 2005 filed with the Comision
Nacional de Valores, the Company reported the following Summary
of the resolutions adopted at the captioned Shareholder's
Meeting:

FIVE: TREATMENT AND ALLOCATION OF NET INCOME FOR THE YEAR ENDED
JUNE 30, 2005, WHICH AMOUNTED TO $ 103,245,000.

The meeting approved by a 99.96% majority the set-off of
cumulative losses against the total net income for the fiscal
year and the balance against the issue premium account.

SIX: APPROVAL OF FEES PAYABLE TO THE BOARD OF DIRECTORS IN THE
AMOUNT OF $7,400,000 (ALLOCATED AMOUNT) FOR THE FISCAL YEAR
ENDED JUNE 30, 2005, WHICH REFLECTED A COMPUTABLE DEFICIT UNDER
THE TERMS OF THE RULES OF THE ARGENTINE SECURITIES COMMISSION.

The meeting approved by a 99.96% majority the fees payable to
the Board of Directors in the amount of $7,400,000 plus VAT, as
consideration for the performance of special technical duties
during the fiscal year ended June 30, 2005.

SEVEN: APPROVAL OF FEES PAYABLE TO THE SUPERVISORY COMMITTEE FOR
THE FISCAL YEAR ENDED JUNE 30, 2005.

The meeting resolved by a 99.96% majority to pay no fees to the
Supervisory Committee.

EIGHT: DETERMINATION OF THE NUMBER AND ELECTION OF REGULAR AND
ALTERNATE DIRECTORS, AS APPLICABLE.

The meeting resolved by a 99.96% majority to fix at 12 the
number of regular directors, and to appoint Fernando Adrian
ELSZTAIN, who qualifies as non-independent under the terms of
CNV Resolution 400 and the applicable regulations of the United
States market; and Carlos Ricardo ESTEVES, who qualifies as
independent under the terms of CNV Resolution 400; and to
appoint Salvador Dario BERGEL and Juan Carlos QUINTANA TERAN,
who qualify as non-independent in accordance with the above
mentioned provisions.

NINE: APPOINTMENT OF REGULAR AND ALTERNATE MEMBERS OF THE
SUPERVISORY COMMITTEE

The meeting resolved by a 99.96% majority to elect Roberto
Daniel MURMIS, Jos‚ Daniel ABELOVICH and Marcelo FUXMAN, to act
as regular syndics; and Maria Marta ANZIZAR, Sergio KOLACKZYK
and Silvia Cecilia De FEO as alternate syndics, who qualify as
independent under CNV General Resolution No. 400.

TEN: APPOINTMENT OF CERTIFYING ACCOUNTANT FOR THE NEXT FISCAL
YEAR AND DETERMINATION OF RELATED FEES.

The meeting approved by a 99.96% majority to appoint the
auditing firms PRICEWATERHOUSE & CO. member of the firm
PriceWaterhouseCoopers and ABELOVICH, POLANO & Asociados as
certifying accountants of the financial statements for the
current 2005/2006 fiscal year, and to establish their fees at
$1,057,400 and $475,630 respectively.

ELEVEN: APPROVAL OF SPECIAL MERGER BALANCE SHEETS OF IRSA AND
BUENOS AIRES TRADE & FINANCE CENTER SA, BOTH MADE AS OF JUNE 30,
2005, AND SUPERVISORY COMMITTEE'S AND AUDITOR'S REPORTS.
APPROVAL OF PRELIMINARY PLAN OF MERGER. APPROVAL OF ACTION

TAKEN BY THE BOARD OF DIRECTORS. APPOINTMENT OF REPRESENTATIVES
OR AGENTS OF IRSA WHO SHALL EXECUTE AND DELIVER, IN ACCORDANCE
WITH THE RESOLUTIONS ADOPTED, THE RELEVANT FINAL MERGER
AGREEMENT.

The meeting approved by a 99.96% majority the corporate
reorganization, the action taken by the Board of Directors and
the accounting documents submitted for review.

TWELVE: REASONS FOR CALLING THE MEETING BEYOND THE STATED TERM.

The meeting approved by a 99.96% majority the reasons why the
meeting was called beyond the statutory term.

CONTACT: IRSA Inversiones y Representaciones S.A.
         Alejandro Elsztain - Director
         Gabriel Blasi - CFO
         Phone: (5411) 4323 7449
         E-mail: finanzas@irsa.com.ar
         URL: http://www.irsa.com.ar


LA GOYA: Court Rules for Liquidation
------------------------------------
Buenos Aires' civil and commercial court ordered the liquidation
of La Goya S.A. after the Company defaulted on its obligations,
Infobae reveals. The liquidation pronouncement will effectively
place the Company's affairs as well as its assets under the
control of Ms. Rosa del Carmen Irigoyen, the court-appointed
trustee.

Ms. Rosa del Carmen Irigoyen will verify creditors' proofs of
claim until Feb. 20, 2006. The verified claims will serve as
basis for the individual reports to be submitted in court on
April 3, 2006. The submission of the general report follows on
May 15, 2006.

CONTACT: Ms. Rosa del Carmen Irigoyen
         Avda. Cordoba 1351
         Buenos Aires


MAR VER: Court Declares Company Bankrupt
----------------------------------------
Court No. 18 of Buenos Aires' civil and commercial tribunal
declared local company Mar Ver Construcciones S.A. "Quiebra",
relates La Nacion. The court approved the bankruptcy petition
filed by Cooperativa de Vivienda, Credito y Consumo Lider Ltda.

The Company will undergo the bankruptcy process with Ms. Maria
Ledesma as trustee. Creditors are required to present proofs of
their claim to Ms. Ledesma for verification before Feb. 11,
2006. Creditors who fail to submit the required documents by the
said date will not qualify for any post-liquidation
distributions.

Clerk No. 35 assists the court on the case.

CONTACT: Mar Ver Construcciones S.A.
         Tucuman 577
         Buenos Aires

         Ms. Maria Ledesma, Trustee
         Cordoba 2062
         Buenos Aires


NITROVAC S.A.: Liquidates Assets to Pay Debts
---------------------------------------------
Buenos Aires-based Nitrovac S.A. will begin liquidating its
assets following the pronouncement of the city's civil and
commercial court that the Company is bankrupt, reports Infobae.

The bankruptcy ruling places the Company under the supervision
of court-appointed trustee, Mr. Jorge Raul Mencia. The trustee
will verify creditors' proofs of claim until Feb. 21, 2006. The
validated claims will be presented in court as individual
reports on April 4, 2006.

Mr. Mencia 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 May 17, 2006.

The bankruptcy process will end with the disposal of the
Company's assets in favor of its creditors.

CONTACT: Mr. Jorge Raul Mencia, Trustee
         R. Pena 350
         Buenos Aires


NORYSUR S.A.: Enters Bankruptcy on Court Orders
-----------------------------------------------
Norysur S.A. enters bankruptcy protection after a Buenos Aires
court ordered the Company's liquidation. The order effectively
transfers control of the Company's assets to a court-appointed
trustee who will supervise the liquidation proceedings.

Infobae reports that the court selected Mr. Gerardo Miguel
Seghezzo as trustee. Mr. Seghezzo will be verifying creditors'
proofs of claim until the end of the verification phase on Feb.
13, 2006.

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 March 28, 2006 followed by the general report, which is due
on May 8, 2006.

CONTACT: Mr. Gerardo Miguel Seghezzo, Trustee
         Combate de los Pozos 129
         Buenos Aires


PINNACLE ENTERTAINMENT: Fitch Removes Rating from Neg. Watch
------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating and recovery rating of
'RR1' to Pinnacle Entertainment's (NYSE:PNK) proposed $750
million senior secured credit facility. Additionally, Pinnacle's
issuer default rating (IDR) is affirmed at 'B', and the senior
subordinated notes are lowered to 'CCC+' from 'B-'(the recovery
rating is lowered to 'RR6' from 'RR5'). Furthermore, the rating
is removed from Negative Watch.

Pinnacle is in the process of pricing a new $750 million senior
secured credit facility, which will consist of a $450 million
revolving credit facility maturing in 2010, a $200 million Term
Loan B maturing in 2011, and a $100 million delayed draw Term
Loan A maturing in 2011. The proposed facility will be secured
by a perfected first security interest in substantially all of
the assets of Pinnacle. The company will use proceeds from the
new facility to fund two new St. Louis area casinos. The three-
notch difference between the senior secured credit facility
rating and the IDR is indicative of the strong recovery
prospects for the credit facility in a distressed situation.
Conversely, the subordinated notes have been notched down, as
their recovery prospects will weaken subsequent to the pricing
of the larger secured credit facility. Notably, positive rating
actions are possible as construction risks diminish and clarity
is provided on the use of insurance proceeds.

Ratings primarily center on PNK's diversified and growing cash
flow base, solid liquidity profile, and long-dated maturity
schedule. Upon completion of the two St. Louis area casinos,
Pinnacle will have nine casinos in seven different regional
markets. EBITDA has increased significantly since new management
took over in 2002 and is expected to double in the next two
years, as PNK is in the process of significantly increasing its
operating platform, via greenfield development of three new
properties.

Projects include the completed L'Auberge du Lac casino in Lake
Charles, a $400 million casino project in Downtown St. Louis
(opening late 2006), and the $375 million River City casino in
St. Louis county (opening late-2007). Liquidity at Sept. 30,
2005 stood at nearly $250 million, but will increase due to the
new $450 million revolver. The next scheduled debt maturity is
the revolver in 2010 followed by the $300 million term loans in
2011.

Capital spending plans are significant relative to the company's
operating profile, and free cash flow will likely be negative
through 2007. Leverage should remain in line with the current
rating category, peaking above 6.0 times (x) in 2005 but
declining to near 5.0x by fiscal year end 2007 as the L'Auberge
due Lac casino, the two St. Louis projects, and expanded New
Orleans casino increase cash flow.

The Negative Watch has been removed due to the strong
performance of Boomtown New Orleans and L'Auberge due Lac in
Lake Charles following Hurricanes Katrina and Rita. In September
2005, Pinnacle's debt ratings were placed on Negative Watch due
to the hurricane-related destruction of its casino in Biloxi,
Mississippi, and damage to its casinos in New Orleans and Lake
Charles. These three casinos were closed for a total of 78 days
in the third quarter. Nevertheless, it has reopened the casinos
located in New Orleans and in Lake Charles and both are
reportedly doing better than before the hurricanes hit. The
Biloxi casino, which contributed annual EBITDA of $16 million is
destroyed and will very likely not be rebuilt. Management has
suggested it may use the property insurance proceeds (perhaps
$200 million) to help fund the two St. Louis facilities.

Pinnacle Entertainment:

   * owns casinos in:

     -- Nevada,
     -- Mississippi (currently closed),
     -- Louisiana,
     -- Indiana, and
     -- Argentina;

   * owns a hotel in Missouri; and

   * receives lease income from two card club casinos in the
     Los Angeles metropolitan area.

CONTACT: Patrick McGeever +1-312-368-3124, Chicago
         Bill Warlick +1-312-368-3141, Chicago

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


POLICLINICO RAFAELA: Begins Liquidation
---------------------------------------
Policlinico Rafaela S.A. of Buenos Aires will begin liquidating
its assets after the city's civil and commercial court declared
the Company bankrupt. Infobae reveals that the bankruptcy
process will commence under the supervision of court-appointed
trustee.

The trustee will review claims forwarded by the Company's
creditors until Feb. 16, 2006. After claims verification, the
trustee will submit the individual reports for court approval on
March 16, 2006. The general report will follow on May 2, 2006.

CONTACT: Policlinico Rafaela S.A.
         San Martin 326
         Rafaela (Santa Fe)


RODRIGUEZ PENA: Debt Payments Halted, Set to Reorganize
-------------------------------------------------------
Court No. 16 of Buenos Aires' civil and commercial court is
reviewing the merits of construction company Rodriguez Pena 736
S.A. petition to reorganize. La Nacion recalls that the Company
filed the petition following cessation of debt payments.
Reorganization will allow Rodriguez Pena 736 S.A. to avoid
bankruptcy by negotiating a settlement with its creditors.

The Company, a container transport operation, has stopped paying
its creditors since Oct. 24, 2005. Clerk No. 31 is assisting the
court on the Company's case.

CONTACT: Rodriguez Pena 736 S.A.
         Maipu 812
         Buenos Aires


SERVICIO EMPRESARIO: Reorganization Proceeds to Bankruptcy
----------------------------------------------------------
The reorganization of Servicio Empresario de Personal S.R.L. has
progressed into bankruptcy. Argentine news source Infobae
relates that Court No. 11 of Buenos Aires' civil and commercial
tribunal ruled that the Company is "Quiebra Decretada".

The report adds that the court assigned Mr. Ricardo Adrogue as
trustee, who will verify creditors' proofs of claim until March
7, 2006.

Clerk No. 22 assists the court on this case.

CONTACT: Servicio Empresario de Personal S.R.L.
         Av. Pte. Roque Saenz Pena 648
         Buenos Aires

         Mr. Ricardo Adrogue, Trutee
         Bouchard 468


TELECOM PERSONAL: Opens Two-Series, $500M Bond Issue
----------------------------------------------------
Telecom Personal launched Friday an auction for two series of
peso bonds worth ARS700 million (US$234.9 million) and one
series of dollar-denominated bonds worth US$300 million.

Citing a company statement filed Friday to the local stock
exchange, Dow Jones Newswires reports that the auction for the
three series ends on Dec. 15. J.P. Morgan and Banco Rio de la
Plata are handling the sale.

The first series is for ARS200 million in fixed-rate notes that
come due in 2006. The coupon will be determined through the
bidding process and must not be less than 11%.

The second series is for ARS300 million in 2008 bonds that have
a floating interest rate. The coupon will be Badlar plus a
margin to be determined through the bidding process. The total
rate will be between 10% and 20%. Badlar is a rate calculated
from the average rates on time deposits of more than ARS1
million.

The third series is for US$300 million in 2010 bonds with a
fixed rate that will be announced on the last day of bidding.

Telecom Personal said funds raised from the operations will be
used to refinance the debt it restructured last year.

The Company restructured US$599 million in debt last year.

Executives had said they were considering issuing new peso debt
to replace foreign-denominated obligations, which make up the
bulk of their post-restructuring debt load.

Telecom Personal is the most important business segment and
operating subsidiary of Telecom Argentina S.A. (TEO) in terms of
revenue and growth prospects. The strong relationship of Telecom
with Personal is reflected by cross defaults covenants and the
financing of Personal by Telecom for up to US$150 million in
case of financial need.


TRANSENER: S&P Places 'CCC+' Ratings on Watch Positive
------------------------------------------------------
Standard & Poor's Ratings Services has placed its 'CCC+'
corporate credit and senior unsecured debt ratings on
Argentina's largest power transmission company, Compania de
Transporte de Energia Electrica en Alta Tension TRANSENER S.A.
(Transener), on CreditWatch with positive implications.

The CreditWatch placement reflects the expected sizable cash
flow improvement resulting from today's approval by the
Argentine government of the agreement between the company and
UNIREN, an entity created by the government to renegotiate the
concessions for public service companies. The agreement
incorporates a 31% tariff increase at Transener and 25% at its
subsidiary Transba S.A. and includes a tariff-adjustment
mechanism, mandatory investments, and service-quality targets
for a transition period until February 2006, when the concession
contract should be fully renegotiated.

"The ratings on Transener could be raised--most likely by one
notch--to 'B-' after an analysis of the agreement's final terms
is complete, mainly regarding the materialization of the tariff
adjustments and other issues such as mandatory investments,
service-quality targets, and the new tariff adjustment
mechanism," said Standard & Poor's credit analyst Sergio
Fuentes.

The ratings reflect Transener's weak business and financial
profiles stemming from the high political and regulatory risk in
Argentina and the company's weak financial ratios and very
limited financial flexibility.

These weaknesses are partly offset by Transener's strong
competitive position and efficient operations.

Transener has a 95-year concession contract to operate and
maintain most of the high-tension transmission lines in
Argentina, and to operate and maintain for 15 years the 1,300-
kilometer high-tension transmission line built by the company
between the Comahue region and Buenos Aires. Transener is
controlled by Citelec S.A., which is in turn controlled equally
by Dolphin Fund Management and Petrobras Energˇa S.A. (B/Watch
Neg/--).

Primary Credit Analyst: Sergio Fuentes, Buenos Aires
(54) 114-891-2131; sergio_fuentes@standardandpoors.com

Secondary Credit Analyst: Luciano Gremone, Buenos Aires
(54) 11-4891-2143; luciano_gremone@standardandpoors.com


TRANSENER: Govt. Publishes Decrees Approving New Contracts
----------------------------------------------------------
The Argentine government published in the Official Bulletin
Friday decrees approving new contracts for electricity
transporter Transener, reports Dow Jones Newswires.

The contracts, signed by President Nestor Kirchner, allows
Transener and its local subsidiary Transba to raise rates by 31%
and 25%, respectively.

Transener, which is controlled by Argentine businessman Marcelo
Mindlin's Dolphin Group, recently obtained a license from
Argentina's Secretary of Communications to provide
"telecommunications services to the public, be it mobile, wired
or wireless, national or international, with or without its own
infrastructure."

CONTACT:  TRANSENER S.A.
          Paseo Colon 728 6th Floor
          (1063) Buenos Aires
          Republica Argentina
          Tel: (54-11) 4342-6925
          Fax: (54-11) 4342-7147
          Email: info-trans@transx.com.ar
          Web site: http://www.transener.com.ar



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

INTELSAT: Enters into Strategic Agreement with APT Satellite
------------------------------------------------------------
Intelsat Limited ("Intelsat") and APT Satellite Company Limited,
a subsidiary of APT Satellite Holdings Limited ("APT Satellite")
(HKEx:1045; NYSE:ATS) signed Friday a strategic cooperation
agreement to work together using their combined satellite
fleets. In a signing ceremony at the Island Shangri-La Hotel
here, the two companies agreed to market each other's satellite
capacity and ground resources, as well as to provide broadcast
and telecommunications services to the Asia Pacific region,
including China.

This strategic move will allow Intelsat, as well as its media
and corporate data customers, to access the Asia Pacific market
through APT Satellite's two newly launched satellites, APSTAR 5
and APSTAR 6. APT Satellite will have access to Intelsat's
capacity in other regions of the world via Intelsat's fleet of
28 satellites, thereby expanding APT Satellite's reach and
giving it the ability to seamlessly carry its customers' traffic
wherever they may need service. As part of the alliance, the two
companies have agreed to explore additional growth initiatives
in the Asia-Pacific region, including China.

Mr. Ni Yifeng, Executive Director and President of APT
Satellite, said, "Forming this strategic alliance will
significantly strengthen APT Satellite's and Intelsat's sales
and marketing functions in the region. The alliance will also
enable APT Satellite to provide more comprehensive services to
its customers."

"We believe that the agreement with APT positions us well to
take advantage of any new business initiatives or opportunities
that arise in the Asia Pacific region, including China, over the
near and longer terms," stated David McGlade, CEO, Intelsat,
Ltd. "We believe that entering into this agreement creates value
at the company and customer levels; it enables Intelsat to
expand its service offerings in the region while creating a new
avenue for customers of both companies to seamlessly take their
traffic into or out of the region."

"Both Intelsat and APT will continue to explore other potential
cooperation initiatives in the region, such as satellite digital
multimedia broadcasting services," added Mr. Ni.
About Intelsat

Intelsat is a global communications provider offering flexible
and secure services to customers in over 200 countries and
territories. Intelsat has maintained a leadership position for
over 40 years by distributing video, voice, and data for
television and content providers, government and military
entities, major corporations, telecommunications carriers, and
Internet service providers. Intelsat's reach, power and
expanding solutions portfolio deliver information reliably and
quickly to every corner of the globe.
About APT Satellite Holdings Limited

APT SATELLITE HOLDINGS LIMITED (the "Group") is a listed company
on both The Stock Exchange of Hong Kong Limited and New York
Stock Exchange, Inc. Having started its operation in 1992, the
Group provides high quality services in satellite transponders,
satellite communication and broadcasting services for
broadcasting and telecommunication sectors in the Asia Pacific
Region, Europe and the United States. With the addition of
APSTAR VI, the Group currently operates five geostationary
satellites namely APSTAR I, APSTAR IA, APSTAR IIR, APSTAR V, and
APSTAR VI through its own Satellite Control Center in Tai Po,
Hong Kong. In line with the business development, the Group has
established its satellite TV broadcasting platform under the
satellite TV broadcasting license granted by the Government of
Hong Kong Special Administrative Region, for the provision of
"one-stop" and reliable satellite TV uplink and broadcasting
services to the customers. The Group endeavors to leverage the
advantages of strategic alliances for future growth.

CONTACT:  E-mail: media.relations@intelsat.com
          Tel: +1 202-944-7500


PXRE GROUP: Chaucer Holdings Agrees to Acquire PXRE Limited
-----------------------------------------------------------
Chaucer Holdings PLC (Chaucer), the specialist Lloyd's insurer,
has signed an agreement with PXRE Reinsurance Company to acquire
its wholly owned subsidiary, PXRE Limited which provides all the
capital for Syndicate 1224. Syndicate 1224, which ceased
underwriting in the 2000 year of account, will close into
Chaucer's Syndicate 1084, subject to the agreement of the
reinsurance to close.

Chaucer has acquired the whole of the issued share capital of
PXRE Limited for a nominal sum. Chaucer will also pay additional
consideration to PXRE Reinsurance Company for taxation benefits
derived from utilizing PXRE Limited's existing tax losses.

The transaction includes reinsurance arrangements to ensure no
erosion of PXRE Limited's net assets from its exposure to 2000
and prior years of account underwriting.

PXRE Limited and PXRE Reinsurance Company are members of the
PXRE group of insurance and reinsurance companies with
headquarters in Bermuda. The transaction provides PXRE with an
orderly exit from Lloyd's.

Lloyd's has granted consent for the transaction.

Ewen Gilmour, Chief Executive, commented, "This transaction fits
with Chaucer's strategy of developing additional income streams
from syndicate management and closure for third parties. It
builds on our underwriting and managing agency competencies,
providing diversification and balance to the Group's
underwriting interests."

ENQUIRIES: Chaucer Holdings PLC
           Ewen Gilmour, Chief Executive
           020 7397 9700

           Bob Stuchbery, Chief Underwriting Officer
           020 7397 9700

           David Haggie / Peter Rigby
           Haggie Financial Limited
           020 7417 8989



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

CELPA/CEMAT: S&P Assigns 'B-' Corp Credit Ratings
-------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'B-' foreign
and local currency corporate credit ratings to the Brazilian
energy distribution companies Centrais Eletricas Matogrossenses
S.A. (Cemat) and Centrais Eletricas do Para S.A. (Celpa) in its
global scale. The outlook is stable.

In addition, Standard & Poor's assigned its 'B-' foreign
currency rating to the companies' jointly issued six-year US$100
million unconditional, unsubordinated and unsecured senior note
units.

"The proceeds will be entirely used to refinance the companies'
short-term indebtedness and to reduce the interest charges from
their working-capital loans," said Standard & Poor's credit
analyst Juliana Gallo.

The notes will consist of underlying US$50 million notes offered
by Cemat and US$50 million offered by Celpa. The notes will
mature in 2011 and will not be traded separately, so note
unitholders will rely on the financial standing of both senior
unsecured issuers for servicing the debt.

There is no joint and several guarantee involved in the notes
units. Therefore, if a rating change occurs in one or both of
the issuers, the unit notes' rating will reflect the weaker
credit quality of Celpa and Cemat, considering that the rating
on the notes reflects their individual capacity to make the
necessary and punctual semiannual interest payments and the
principal during the lifetime of their respective underlying
notes.

Primary Credit Analyst: Juliana Gallo, Sao Paulo
(55) 11-5501-8948; juliana_gallo@standardandpoors.com

Secondary Credit Analyst: Marcelo Costa, Sao Paulo
(55) 11-5501-8955; marcelo_costa@standardandpoors.com


ELETROPAULO METROPOLITANA: Mulls $112.5M Debenture Issuance
-----------------------------------------------------------
Electric power utility Eletropaulo Metropolitana Eletricidade de
Sao Paulo SA plans to issue BRL250 million ($112.5 million)
worth of non-convertible debentures, according to Dow Jones
Newswires.

The Company, which is controlled by a joint venture of U.S.-
based AES Corp. and Brazil's National Development Bank BNDES,
did not reveal details about the maturity or the interest rate
for the bonds.

The issue will be coordinated by Banco Votorantim SA.

Eletropaulo posted a net loss of BRL324.1 million in the third
quarter of the year, higher than the BRL6.4 million net loss in
the same year-ago period. The Company is still recovering after
a long cash crunch that nearly led it to a debt default in 2003.

CONTACT: Eletropaulo Metropolitana Eletricidade de Sao Paulo
         Investor Relations Manager
         Ms. Clarice Silva Assis
         E-mail: clarice.assis@aes.com
         Phone:(55 11) 2195-2229
         Fax:(55 11) 2195-2503


ELETROPAULO METROPOLITANA: Shares to Take Part in ISE
-----------------------------------------------------
Eletropaulo Metropolitana Eletricidade de Sao Paulo S/A,
[Bovespa: ELPL3 and ELPL4], announced that its shares have been
selected to take part in the Corporate Sustainability Index
(ISE), the latest Brazilian stock market indicator, which was
launched on Thursday (December 1) by the Sao Paulo Stock
Exchange (Bovespa).

This Bovespa's new indicator was created to become a benchmark
for socially responsible investments as well as to encourage the
exercise of good practices within the Brazilian corporate
environment, such as the transparence towards the financial
market, the ethical relations with suppliers, employees, and
respect to both the community and the environment. The Corporate
Sustainability Index (ISE) measures the return of a theoretical
portfolio made up of 34 stocks of 28 companies selected among
the most liquid stocks listed in Bovespa, and they meet the pre-
established requirements of social responsibility and corporate
sustainability.

CONTACT: Eletropaulo Metropolitana Eletricidade de Sao Paulo
         Investor Relations Manager
         Ms. Clarice Silva Assis
         E-mail: clarice.assis@aes.com
         Phone:(55 11) 2195-2229
         Fax:(55 11) 2195-2503


PLASTIPAK HOLDINGS: Prices Senior Notes Offering
------------------------------------------------
Plastipak Holdings, Inc. announced Friday the pricing of its
$250 million aggregate principal amount of senior notes due 2015
to be sold to qualified institutional buyers in reliance on Rule
144A under the United States Securities Act of 1933, as amended
(the "Act"), and in offshore transactions pursuant to Regulation
S under the Act. Plastipak will pay interest on the notes at an
annual rate of 8.50% per year until maturity on December 15,
2015, subject to earlier repurchase or redemption. The sale of
the notes is expected to close on December 9, 2005.

The company intends to use the proceeds from the offering,
together with the proceeds of borrowings under its senior
secured credit facility and cash on hand, to finance its
previously announced cash tender offer and consent solicitation
for its outstanding 10.75% Senior Notes due 2011.

The notes have not been registered under the Act and, unless so
registered, may not be offered or sold in the United States
except pursuant to an exemption from the registration
requirements of the Act and applicable state securities laws.

About Plastipak

Plastipak is a leading manufacturer of plastic packaging
containers for many of the world's largest consumer products
companies. For the fiscal year ended October 30, 2004, Plastipak
manufactured and distributed approximately 8.5 billion
containers worldwide for over 450 customers. To meet the demand
of its diverse customer base, Plastipak operates 16 plants in
the United States, Brazil and Europe. Plastipak also provides
integrated transportation and logistics services, which the
company's management believes makes it uniquely, vertically
integrated in the plastic packaging industry. Plastipak has
obtained 153 U.S. patents for its state-of-the-art packages and
package- manufacturing processes.

CONTACT: Plastipak Holdings, Inc.
         Michael Plotzke
         Tel: +1-734-354-7102
         URL: http://www.plastipak.com


SAFRA LEASING: Wraps Up $2.26B Debenture Issue
----------------------------------------------
Banco Safra's leasing unit, Safra Leasing S.A., has completed
the issuance of BRL5 billion (US$2.26 billion) worth of non-
convertible debentures, reports Business News Americas. The
debentures will mature July 2015 and pay an annual interest rate
linked with the DI, a local interbank rate. The issue was
coordinated by Banco Safra de Investimentos S.A. Proceeds of the
issue have been earmarked for leasing operations.



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

CANNON STAR: To Undergo Voluntary Wind Up Process
-------------------------------------------------
                CANNON STAR HOLDINGS LIMITED
                 (In Voluntary Liquidation)
              The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of the above-named company at an extraordinary general meeting
of the shareholders held on the 17th November 2005:

THAT the Company be voluntarily wound up under the Companies Law
(2004) Revision) and THAT Buchanan Limited be appointed as
liquidator, and that the liquidator be authorized, if it think
fit, to distribute specific assets to members.

Creditors of the above named company, which is being wound up
voluntarily, are required on or before 28th December 2005 to
send in their names and addresses and the particulars of their
debts or claims and the names and addresses of their attorneys-
at-law (if any) to the undersigned, the liquidator of the said
company and if so required by notice in writing from the said
liquidator either by their attorneys-at-law or personally to
come in and prove the said debts or claims at such time and
place as shall be specified in such notice or, in default
thereof, they will be excluded from the benefit of any
distribution made before such debts are proved.

CONTACT:  BUCHANAN LIMITED
          Voluntary Liquidator
          Contact for enquires: Timothy Haddleton
          P.O. Box 1170 GT, Grand Cayman
          Telephone: (345) 949-0355
          Facsimile: (345) 949-0360


EMPRESS HOLDINGS: Taps Buchanan Limited as Liquidator
-----------------------------------------------------
                 EMPRESS HOLDINGS LIMITED
                (In Voluntary Liquidation)
             The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of the above-named company at an extraordinary general meeting
of the shareholders held on the 17th November 2005:

THAT the Company be voluntarily wound up under the Companies Law
(2004) Revision) and THAT Buchanan Limited be appointed as
liquidator, and that the liquidator be authorized, if it think
fit, to distribute specific assets to members.

Creditors of the above named company, which is being wound up
voluntarily, are required on or before 28th December 2005 to
send in their names and addresses and the particulars of their
debts or claims and the names and addresses of their attorneys-
at-law (if any) to the undersigned, the liquidator of the said
company and if so required by notice in writing from the said
liquidator either by their attorneys-at-law or personally to
come in and prove the said debts or claims at such time and
place as shall be specified in such notice or, in default
thereof, they will be excluded from the benefit of any
distribution made before such debts are proved.

CONTACT:  BUCHANAN LIMITED
          Voluntary Liquidator
          Contact for enquires: Timothy Haddleton
          Telephone: (345) 949-0355
          Facsimile: (345) 949-0360
          P.O. Box 1170 GT, Grand Cayman


GULF NETWORK: Commences Winding Up Process
------------------------------------------
              GULF NETWORK CONSULTING LIMITED
                (In Voluntary Liquidation)
             The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of the above-named company at an extraordinary general meeting
of the shareholders held on the 17th November 2005:

THAT the Company be voluntarily wound up under the Companies Law
(2004) Revision) and THAT Buchanan Limited be appointed as
liquidator, and that the liquidator be authorized, if it think
fit, to distribute specific assets to members.

Creditors of the above named company, which is being wound up
voluntarily, are required on or before 28th December 2005 to
send in their names and addresses and the particulars of their
debts or claims and the names and addresses of their attorneys-
at-law (if any) to the undersigned, the liquidator of the said
company and if so required by notice in writing from the said
liquidator either by their attorneys-at-law or personally to
come in and prove the said debts or claims at such time and
place as shall be specified in such notice or, in default
thereof, they will be excluded from the benefit of any
distribution made before such debts are proved.

CONTACT:  BUCHANAN LIMITED
          Voluntary Liquidator
          Contact for enquires: Timothy Haddleton
          Telephone: (345) 949-0355
          Facsimile: (345) 949-0360
          P.O. Box 1170 GT, Grand Cayman


KALLISTA QUANT (FUND): To be Placed into Voluntary Liquidation
--------------------------------------------------------------
           KALLISTA QUANT ARBITRAGE FUND LIMITED
               (In Voluntary Liquidation)
           The Companies Law (2004 Revision)
                       Section 135

TAKE NOTICE that the following special resolution was passed by
the shareholder(s) of the above-mentioned Company at an
extraordinary general meeting of the shareholder(s) held on 7th
November 2005:

THAT the Company be placed into voluntary liquidation forthwith
and THAT Johann LeRoux and Jon Roney be appointed, jointly and
severally, as liquidators of the Company.

Creditors of the above-named company are to prove their debts or
claims on or before 29th December 2005, and to send full
particulars of their debts or claims to the joint liquidators of
the said company. In default thereof, they will be excluded from
the benefit of any distribution made before the debts are proved
or from objecting to the distribution.

CONTACT:  JOHANN LE ROUX and JON RONEY
          Joint Voluntary Liquidators
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


KALLISTA QUANT (MASTER): Hires Le Roux, Jon Roney as Liquidators
----------------------------------------------------------------
        KALLISTA QUANT ARBITRAGE MASTER FUND LIMITED
              (In Voluntary Liquidation)
          The Companies Law (2004 Revision)
                      Section 135

TAKE NOTICE that the following special resolution was passed by
the shareholder(s) of the above-mentioned Company at an
extraordinary general meeting of the shareholder(s) held on 7th
November 2005:

THAT the Company be placed into voluntary liquidation forthwith
and THAT Johann Le Roux and Jon Roney be appointed, jointly and
severally, as liquidators of the Company.

Creditors of the above-named company are to prove their debts or
claims on or before 29th December 2005, and to send full
particulars of their debts or claims to the joint liquidators of
the said company. In default thereof, they will be excluded from
the benefit of any distribution made before the debts are proved
or from objecting to the distribution.

CONTACT:  JOHANN LE ROUX and JON RONEY
          Joint Voluntary Liquidators
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


KALLISTA VOLATILITY (FUND): Proofs of Claim Due Dec. 29
-------------------------------------------------------
          KALLISTA VOLATILITY ARBITRAGE FUND LIMITED
                (In Voluntary Liquidation)
            The Companies Law (2004 Revision)
                          Section 135

TAKE NOTICE that the following special resolution was passed by
the shareholder(s) of the above-mentioned Company at an
extraordinary general meeting of the shareholder(s) held on 9th
November 2005:

THAT the Company be placed into voluntary liquidation forthwith
and THAT Johann Le Roux and Jon Roney be appointed, jointly and
severally, as liquidators of the Company.

Creditors of the above-named company are to prove their debts or
claims on or before 29 December 2005, and to send full
particulars of their debts or claims to the joint liquidators of
the said company. In default thereof, they will be excluded from
the benefit of any distribution made before the debts are proved
or from objecting to the distribution.

CONTACT:  JOHANN LE ROUX and JON RONEY
          Joint Voluntary Liquidators
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands.


KALLISTA VOLATILITY (MASTER): Shareholder Decides on Liquidation
----------------------------------------------------------------
      KALLISTA VOLATILITY ARBITRAGE MASTER FUND LIMITED
                 (In Voluntary Liquidation)
             The Companies Law (2004 Revision)
                       Section 135

TAKE NOTICE that the following special resolution was passed by
the shareholder(s) of the above-mentioned Company at an
extraordinary general meeting of the shareholder(s) held on 9th
November 2005:

THAT the Company be placed into voluntary liquidation forthwith
and THAT Johann Le Roux and Jon Roney be appointed, jointly and
severally, as liquidators of the Company.

Creditors of the above-named company are to prove their debts or
claims on or before 29 December 2005, and to send full
particulars of their debts or claims to the joint liquidators of
the said company. In default thereof, they will be excluded from
the benefit of any distribution made before the debts are proved
or from objecting to the distribution.

CONTACT:  JOHANN LE ROUX and JON RONEY
          Joint Voluntary Liquidators
          Maples Finance Limited, P.O. Box 1093GT
          Grand Cayman, Cayman Islands


LIONHEARTED 2002: To be Placed into Voluntary Liquidation
---------------------------------------------------------
                   LIONHEARTED 2002 LIMITED
                  (In Voluntary Liquidation)
              The Companies Law (2004 Revision)
                          Section 135

TAKE NOTICE that the following special resolution was passed by
the shareholder(s) of the above-mentioned Company at an
extraordinary general meeting of the shareholder(s) held on 17th
November 2005:

THAT the Company be placed into voluntary liquidation forthwith
and THAT Mark Wanless and Tun Win be appointed as liquidators of
the Company.

Creditors of the above-named company are to prove their debts or
claims on or before 28th December 2005, and to send full
particulars of their debts or claims to the joint liquidators of
the said company. In default thereof, they will be excluded from
the benefit of any distribution made before the debts are
proved.

CONTACT:  MARK WANLESS and TUN WIN
          Joint Liquidators
          Maples Finance Jersey Limited, 2nd Floor
          Le Masurier House, La Rue Le Masurier
          St. Helier, Jersey, JE2 4YE


NAKAGAWA ESTATE: Creditors to Submit Proofs of Claim Dec. 28
------------------------------------------------------------
            NAKAGAWA ESTATE DEVELOPMENT CO. LTD.
                (In Voluntary Liquidation)
            The Companies Law (2004 Revision)
                       Section 135

TAKE NOTICE that the following special resolution was passed by
the shareholder(s) of the above-mentioned Company at an
extraordinary general meeting of the shareholder(s) held on 17th
November 2005:

THAT the Company be placed into voluntary liquidation forthwith
and THAT Mark Wanless and Tun Win be appointed as liquidators of
the Company.

Creditors of the above-named company are to prove their debts or
claims on or before 28th December 2005, and to send full
particulars of their debts or claims to the joint liquidators of
the said company. In default thereof, they will be excluded from
the benefit of any distribution made before the debts are
proved.

CONTACT: MARK WANLESS and TUN WIN
         Joint Voluntary Liquidators
         Maples Finance Jersey Limited, 2nd Floor
         Le Masurier House, La Rue Le Masurier
         St. Helier, Jersey, JE2 4YE


PECONIC EPIC: Appoints DMS Corporate Services as Liquidators
------------------------------------------------------------
             PECONIC EPIC OFFSHORE FUND, LTD.
               (In Voluntary Liquidation)
            The Companies Law (2004 Revision)

TAKE NOTICE that the following special resolution was passed by
the sole shareholder of the above-named Company on 16th November
2005:

THAT the Company be wound up voluntarily and that dms Corporate
Services Ltd., P.O. Box 31910 SMB, Grand Cayman, Cayman Islands,
be and is hereby appointed liquidator to act for the purposes of
such liquidation.

Creditors of the above named Company are to prove their debts or
claims on or before 28th December 2005, and to establish any
title they may have under the Companies Law (2004 Revision), or
to be excluded from the benefit of any distribution made before
the debts are proved or from objecting to the distribution.

CONTACT:  DMS CORPORATE SERVICES LTD.
          Voluntary Liquidator
          Contact for enquiries: Tammy Seymour
          Ansbacher House
          P.O. Box 31910 SMB, Grand Cayman
          Telephone: (345) 946 7665
          Facsimile: (345) 946 7666


PISIGMA INVESTMENTS: Voluntary Wind Up Begins
---------------------------------------------
                 Pisigma Investments Limited
                 (In Voluntary Liquidation)
              The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of Pisigma Investments Limited at an extraordinary general
meeting of the shareholders held on November 17, 2005:

THAT the Company be voluntarily wound up under the Companies Law
(2004) Revision) and that Buchanan Limited be appointed as
liquidator, and that the liquidator be authorized, if it think
fit, to distribute specific assets to members.

Creditors of Pisigma Investments Limited, which is being wound
up voluntarily, are required on or before December 28, 2005 to
send in their names and addresses and the particulars of their
debts or claims and the names and addresses of their attorneys-
at-law (if any) to the undersigned, the liquidator of the said
Company and if so required by notice in writing from the said
liquidator either by their attorneys-at-law or personally to
come in and prove the said debts or claims at such time and
place as shall be specified in such notice or, in default
thereof, they will be excluded from the benefit of any
distribution made before such debts are proved.

CONTACT: Buchanan Limited, Voluntary Liquidator
         Timothy Haddleton
         P.O. Box 1170 GT, Grand Cayman
         Telephone: (345) 949-0355
         Facsimile: (345) 949-0360


POWER HOLDINGS: To Start Wind Up Process
----------------------------------------
                    Power Holdings Limited
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of Power Holdings Limited at an extraordinary general meeting of
the shareholders held on November 17, 2005:

THAT the Company be voluntarily wound up under the Companies Law
(2004) Revision) and that Buchanan Limited be appointed as
liquidator, and that the liquidator be authorized, if it think
fit, to distribute specific assets to members.

Creditors of Power Holdings Limited, which is being wound up
voluntarily, are required on or before December 28, 2005 to send
in their names and addresses and the particulars of their debts
or claims and the names and addresses of their attorneys-at-law
(if any) to the undersigned, the liquidator of the said company
and if so required by notice in writing from the said liquidator
either by their attorneys-at-law or personally to come in and
prove the said debts or claims at such time and place as shall
be specified in such notice or, in default thereof, they will be
excluded from the benefit of any distribution made before such
debts are proved.

CONTACT: Buchanan Limited, Voluntary Liquidator
         Timothy Haddleton
         P.O. Box 1170 GT, Grand Cayman
         Telephone: (345) 949-0355
         Facsimile: (345) 949-0360


PUREADES: Creditors to Prove Claims On or Before Dec. 29
--------------------------------------------------------
                               Pureades
                      (In Voluntary Liquidation)
                   The Companies Law (2004 Revision)
                              Section 135

TAKE NOTICE that the following special resolution was passed by
the shareholder(s) of Pureades at an extraordinary general
meeting of the shareholder(s) held on November 16, 2005:

THAT the Company be placed into voluntary liquidation forthwith
and THAT Guy Major and Mike Hughes be appointed, jointly and
severally, as liquidators of the Company.

Creditors of Pureades are to prove their debts or claims on or
before December 29, 2005, and to send full particulars of their
debts or claims to the joint liquidators of the Company. In
default thereof, they will be excluded from the benefit of any
distribution made before the debts are proved or from objecting
to the distribution.

CONTACT: Mr. Mike Hughes, Joint Voluntary Liquidator
         Maples Finance Limited, P.O. Box 1093GT
         Grand Cayman, Cayman Islands


ROCHESTER MANAGEMENT: To Wind Up Voluntarily
--------------------------------------------
                 Rochester Management Limited
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of Rochester Management Limited at an extraordinary general
meeting of the shareholders held on November 17, 2005:

THAT the Company be voluntarily wound up under the Companies Law
(2004) Revision) and that Buchanan Limited be appointed as
liquidator, and that the liquidator be authorised, if it think
fit, to distribute specific assets to members.

Creditors of Rochester Management Limited, which is being wound
up voluntarily, are required on or before December 28, 2005 to
send in their names and addresses and the particulars of their
debts or claims and the names and addresses of their attorneys-
at-law (if any) to the undersigned, the liquidator of the said
Company and if so required by notice in writing from the said
liquidator either by their attorneys-at-law or personally to
come in and prove the said debts or claims at such time and
place as shall be specified in such notice or, in default
thereof, they will be excluded from the benefit of any
distribution made before such debts are proved.

CONTACT: Buchanan Limited, Voluntary Liquidator
         Timothy Haddleton
         P.O. Box 1170 GT, Grand Cayman
         Telephone: (345) 949-0355
         Facsimile: (345) 949-0360


SMFC HOLDINGS: To be Placed into Voluntary Liquidation
------------------------------------------------------
                SMFC Holdings (Cayman) Limited
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)
                         Section 135

TAKE NOTICE that the following special resolution was passed by
the shareholder(s) of SMFC Holdings (Cayman) Limited at an
extraordinary general meeting of the shareholder(s) held on
November 10, 2005:

THAT the Company be placed into voluntary liquidation forthwith
and THAT Wendy Ebanks and Johann Le Roux be appointed, jointly
and severally, as liquidators of the Company.

Creditors of SMFC Holdings (Cayman) Limited are to prove their
debts or claims on or before December 29, 2005, and to send full
particulars of their debts or claims to the joint liquidators of
the Company. In default thereof, they will be excluded from the
benefit of any distribution made before the debts are proved or
from objecting to the distribution.

CONTACT: Ms. Wendy Ebanks and Johann Le Roux
         Joint Voluntary Liquidators
         Maples Finance Limited, P.O. Box 1093GT
         Grand Cayman, Cayman Islands


SPIRIT LIMITED: Liquidator Appointed to Supervise Wind Up
---------------------------------------------------------
                         Spirit Limited
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

The following special resolution was passed by the shareholders
of Spirit Limited at an extraordinary general meeting of the
shareholders held on November 17, 2005:

THAT the Company be voluntarily wound up under the Companies Law
(2004) Revision) and that Buchanan Limited be appointed as
liquidator, and that the liquidator be authorized, if it think
fit, to distribute specific assets to members.

Creditors of Spirit Limited, which is being wound up
voluntarily, are required on or before December 28, 2005 to send
in their names and addresses and the particulars of their debts
or claims and the names and addresses of their attorneys-at-law
(if any) to the undersigned, the liquidator of the said company
and if so required by notice in writing from the said liquidator
either by their attorneys-at-law or personally to come in and
prove the said debts or claims at such time and place as shall
be specified in such notice or, in default thereof, they will be
excluded from the benefit of any distribution made before such
debts are proved.

CONTACT: Buchanan Limited, Voluntary Liquidator
         Timothy Haddleton
         P.O. Box 1170 GT, Grand Cayman
         Telephone: (345) 949-0355
         Facsimile: (345) 949-0360


SURF CAPITAL: Enters Voluntary Liquidation
------------------------------------------
                        Surf Capital
                 (In Voluntary Liquidation)
              The Companies Law (2004 Revision)
                        Section 135

TAKE NOTICE that the following special resolution was passed by
the shareholder(s) of Surf Capital at an extraordinary general
meeting of the shareholder(s) held on November 9, 2005:

THAT the Company be placed into voluntary liquidation forthwith
and THAT Murray McGregor and Jon Roney be appointed, jointly and
severally, as liquidators of the Company.

Creditors of Surf Capital are to prove their debts or claims on
or before December 29, 2005, and to send full particulars of
their debts or claims to the joint liquidators of the Company.
In default thereof, they will be excluded from the benefit of
any distribution made before the debts are proved or from
objecting to the distribution.

CONTACT: Murray Mcgregor and Jon Roney
         Joint Voluntary Liquidators
         Maples Finance Limited, P.O. Box 1093GT
         Grand Cayman, Cayman Islands


SWARM EUROPE (FUND): Verification Phase Ends Dec. 28
----------------------------------------------------
                       Swarm Europe Fund
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)
                          Section 135

TAKE NOTICE that the following special resolution was passed by
the shareholder(s) of Swarm Europe Fund by written resolution on
November 15, 2005:

THAT the Company be placed into voluntary liquidation forthwith
and THAT Mark Wanless and Tun Win be appointed as liquidators of
the Company.

Creditors of Swarm Europe Fund are to prove their debts or
claims on or before December 28, 2005, and to send full
particulars of their debts or claims to the joint liquidators of
the Company. In default thereof, they will be excluded from the
benefit of any distribution made before the debts are proved.

CONTACT: Mark Wanless and Tun Win
         Joint Voluntary Liquidators
         Maples Finance Jersey Limited, 2nd Floor
         Le Masurier House, La Rue Le Masurier
         St. Helier, Jersey, JE2 4YE


SWARM EUROPE (MASTER): Shareholder Seeks Voluntary Liquidation
--------------------------------------------------------------
                   Swarm Europe Master Fund
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)
                          Section 135

TAKE NOTICE that the following special resolution was passed by
the shareholder(s) of Swarm Europe Master Fund by written
resolution on November 15, 2005:

THAT the Company be placed into voluntary liquidation forthwith
and THAT Mark Wanless and Tun Win be appointed as liquidators of
the Company.

Creditors of Swarm Europe Master Fund are to prove their debts
or claims on or before December 28, 2005, and to send full
particulars of their debts or claims to the joint liquidators of
the Company. In default thereof, they will be excluded from the
benefit of any distribution made before the debts are proved.

CONTACT: Mark Wanless and Tun Win
         Joint Voluntary Liquidators
         Maples Finance Jersey Limited, 2nd Floor
         Le Masurier House, La Rue Le Masurier
         St. Helier, Jersey, JE2 4YE


TIENDA HOLDINGS: Appoints Mark Wanless, Tun Win as Liquidators
--------------------------------------------------------------
                     Tienda Holdings Inc.
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)
                         Section 135

TAKE NOTICE that the following special resolution was passed by
the shareholder(s) of Tienda Holdings Inc. at an extraordinary
general meeting of the shareholder(s) held on November 17, 2005:

THAT the Company be placed into voluntary liquidation forthwith
and THAT Mark Wanless and Tun Win be appointed as liquidators of
the Company.

Creditors of Tienda Holdings Inc. are to prove their debts or
claims on or before December 28, 2005, and to send full
particulars of their debts or claims to the joint liquidators of
the Company. In default thereof, they will be excluded from the
benefit of any distribution made before the debts are proved.

CONTACT: Mark Wanless and Tun Win
         Joint Voluntary Liquidators
         Maples Finance Jersey Limited, 2nd Floor
         Le Masurier House, La Rue Le Masurier
         St. Helier, Jersey, JE2 4YE



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

PACIFICTEL: FS Shelves Plans to Outsource Mgt. to Foreigners
------------------------------------------------------------
Fondo de Solidaridad (FS) is putting on hold plans to outsource
the management of state-owned fixed line operator Pacifictel to
a foreign operator, Business News Americas reports

Pacifictel chairman Luis Sotomayor said that FS, Pacifictel's
majority shareholder, plans to subject board members to an
evaluation within the next three months in order to determine
their fitness to continue running the company.

"If the Ecuadorians who are in management don't perform or don't
meet the expectations of FS, then I understand that the idea of
foreign management will be reconsidered," Sotomayor said.

The selection of a foreign manager is reportedly an option under
consideration by a special committee convened recently to decide
how to secure the future of the two operators.

An alternative measure under consideration is a plan to raise
capital by making shares of the operators available to
Ecuadorian citizens.



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

DYOLL INSURANCE: Liquidators Confirm Court's Ruling on Payout
-------------------------------------------------------------
Below is a copy of the statement issued by Dyoll Insurance Joint
Liquidators, John Lee of PricewaterhouseCoopers, Jamaica, and
Kenneth Krys of RSM Cayman Islands, regarding the Court's recent
ruling:

Under the Insurance Act of Jamaica, insurance companies carrying
on business in Jamaica, are required to deposit with the
Financial Services Commission (FSC), a `prescribed deposit.' The
law requires a deposit of J$45 million (US$740,000) for general
insurance companies, and this amount was duly paid by Dyoll to
the FSC.

In addition to the prescribed deposit, the Regulations also
allows the Regulators to increase the prescribed deposit as it
deems necessary.

On March 4, 2005, the FSC requested Dyoll to increase its
"deposits" by an additional J$1 Billion and in response to the
said request, the acting management of Dyoll Provided a listing
of assets to FSC with a face value of approximately J$500
million. The Regulator assumed Temporary Management of Dyoll on
March 7, 2005.

There are disparities in views and, or, uncertainty in the
interpretation of certain sections of the Act/Regulations as to
the beneficiaries of the `prescribed deposit' and also the
quantum of the prescribed deposit. As such, the Joint
Liquidators (John Lee of PricewaterhouseCoopers, Jamaica and
Kenneth Krys of RSM Cayman Islands) sought directions from the
Courts on these matters.

On the November 24, 2005, the Supreme Court of Jamaica held that
a "local policy" is one made on application in the geographical
boundaries and limits of Jamaica and the local policyholders are
to participate pari passu among themselves in regards to the
prescribed deposits. Further, the Court found that local
policyholders are to be permitted to also prove in the remainder
of the liquidation estate, if their claims are not fully
satisfied from the prescribed deposit. During the course of that
hearing, the FSC confirmed that the amount of the prescribed
deposit stood at approximately J$375 million (US$6.2 million).

The Court granted the Joint Liquidators the right to appeal.
Despite the Court's ruling on prescribed deposits, the Joint
Liquidators are still not in a position to pay the First Interim
Dividend, which was scheduled to commence on October 31, 2005,
since the matter of the quantum of the prescribed deposit
remains outstanding. This matter is to be determined by the
Supreme Court of Jamaica in January 2006, by way of Judicial
Review proceedings. As such, we do not expect the First Interim
Dividend to commence until the Judicial Review has been heard
and decided upon.

The Joint Liquidators continue to sympathize with the creditors
and are working to find a resolution inside and outside the
court process, so that we may commence the distribution of
funds.

We will keep you informed on any other major issue, which may
arise. In the interim, creditors should act in accordance to
previous press releases/advertisements in respect of the
processing of your claims/Proof of Debts.

CONTACT: RSM Cayman Islands
         Tel: 345 949 7100


MIRANT CORP: von Blasingame Named Head of Caribbean Operations
--------------------------------------------------------------
Mirant (Pink Sheets: MIRKQ) announced Friday that William P. von
Blasingame, 47, has joined the company as senior vice president
and general manager, Caribbean.  Mr. von Blasingame will be
responsible for all Mirant assets and businesses in the region.
He will report to Chairman and Chief Executive Officer Edward R.
Muller.

"William's extensive experience in international operations and
financing makes him a terrific addition to our global team,"
said Mr. Muller.

"I'm delighted to attract an executive of his caliber to the new
Mirant."

von Blasingame brings nearly 20 years of power industry
experience to Mirant. The bulk of his career was with
independent power producer Edison Mission Energy. For the last
nine years, he was a vice president of Edison Mission, and lived
in Singapore. He also served as vice president, project finance,
of Edison Mission's Asia region, and for the last five years, as
vice president and chief financial officer of the region.

During his tenure, he was responsible for accounting, budgeting,
tax structuring and project finance. Among other
accomplishments, he oversaw $8 billion in financings and played
a critical role in developing the first, large-scale independent
projects in Indonesia and Thailand.

Mr. von Blasingame also has banking experience gained by
managing the restructuring of energy loans while working at
Continental Illinois National Bank in Chicago. He holds a BS in
business administration from Clark-Atlanta University as well as
an MBA from the University of California at Berkeley.

Mirant's investments in the Caribbean include three integrated
utilities and assets in Jamaica, Grand Bahama, Trinidad and
Tobago and Curacao.

Mr. von Blasingame joins two other Mirant executives in managing
the company's electricity business. Curt Morgan heads Mirant's
U.S. operations and J.R. Harris leads its Philippines business.
Both executives also report to Muller.

Mirant is a competitive energy company that produces and sells
electricity in North America, the Caribbean, and the
Philippines. Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally. The company operates an
asset management and energy marketing organization from its
headquarters in Atlanta.

Stockholder inquiries: Tel: 678 579 7777
                       URL: http://www.mirant.com


MIRANT CORP: Court Confirms 2nd Amended Plan of Reorganization
--------------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas approved the Second Amended Plan of
Reorganization of Mirant Corporation and its debtor-affiliates
on December 2, 2005.

"The plan, as confirmed . . . by the bankruptcy court, satisfies
the claims of our creditors and provides a meaningful return to
our shareholders," a company spokesman said in an e-mail message
to Reuters.

Under the Debtors' Plan, creditors will own the new Mirant after
it emerges from bankruptcy protection.  The holders of
approximately $6,350,000 of unsecured claims against Mirant will
receive:

     (i) 96.25% of the reorganized company's common stock; and

    (ii) the right to receive a share of cash payments to be
         triggered by certain litigation recoveries.

Current stockholders, on the other hand, will receive a 3.75%
stake in the reorganized company and warrants to purchase an
additional 10%, among others.

JPMorgan Chase & Co., Deutsche Bank AG, and Goldman Sachs Group
Inc., will finance the Debtors' emergence with a $2.3 billion
loan.

According to Bloomberg News, Judge Lynn asked the Debtors'
counsel to prepare a Confirmation Order, which he will sign this
month.

"We are very pleased with the result," Edward Weisfelner, a
lawyer representing Mirant shareholders told Bloomberg.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 86 Bankruptcy Creditors'
Service, Inc., 215/945-7000)



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

BALLY TOTAL: Retains MacKenzie Partners' Services
-------------------------------------------------
Bally Total Fitness Holding Corp has retained MacKenzie
Partners, Inc. for advisory and solicitation services and has
agreed to pay the firm reasonable and customary fees in
connection with such services.

During the teleconference Company Chairman and Chief Executive
Officer Paul Toback, announced results for the nine months ended
September 30, 2005 and fiscal 2004 and completed restatement of
results for fiscal years 2000 to 2003.

"Good morning and thank you for joining us today for the Bally
Total Fitness investor call. Here with me is Carl Landeck,
Bally's chief financial officer, Kathy Abbott the Company's
Treasurer and Marc Bassewitz, the Company's General Counsel.
First and foremost I am very pleased to finally be able to
report our financial results for the first time since spring of
2004. These results cover five years ranging from 2000 to 2004
as well as results from the first three quarters of 2005 which
brings the Company up to date and in compliance with all our
filing requirements. There is a tremendous amount to go through.
Lots of data, lots of statistics, lots of changes and most
importantly, lots of positive results and trends. However, I
believe the story is a relatively simple one despite the
tremendously challenging execution. Bally Total Fitness is a
turnaround story where our objectives were three: to fix the
operations, restore credibility to the financial statements and
address the debt-heavy capital structure. And while the benefits
of some of the initiatives we have put in place have still yet
to be fully realized, the good news is the foundation we have
laid is solid and will support our future growth.

Over the past months, the investors in this Company have changed
dramatically. Some of you are long-term holders who have been
with us through all the changes we have been making. You
understand the Herculean task we faced and today, you are
beginning to see the results of our efforts. Many of you are new
investors who have not had the benefit of having facts to
evaluate our results and instead have been subject to the
fiction being propagated on the Street by people with their own
agendas and then repeated by others disadvantaged by no other
source of information. For you, I want to set the record
straight. Therefore, I will start by putting this audit into the
context of the overall turnaround we have instituted at Bally.

When I first became CEO almost three years ago, Bally was in the
midst of an operational decay coupled with a lack of faith in
our accounting. Operationally, membership sales were down; our
sales team pushed expensive memberships, many with low down
payments; customers had to sign long term contracts to join;
customer service was not measured or rewarded; my predecessor
refused to acknowledge the competition as a business factor or
to develop a strategy to address competitive forces; member
retention was not a goal; sales were more important than
profits; the organizational structure was bloated; the marketing
plan was old and tired and there was a lack of accountability in
our clubs. With all those challenges on our plate, prior
management chose to pursue expensive acquisitions of high-end
health clubs without a plan for their integration or growth. As
an example, management spent over $5million dollars of our
scarce capital on a venture to construct the most expensive
health club we ever built-unfortunately this investment was to
build a British company's health club right here in our home
town of Chicago.

In addition, we invested millions of dollars on bad club
locations, an ill-conceived club design, and narrow, unfocused
strategies from the same consultant who now seeks to be the
Company's savior. Some of those included spending $5 million
buying a money losing, on-line shopping site and spending $12
million of our scarce capital buying back our own stock in a
futile attempt to prop up the stock price at roughly $18/share.

On top of all those operational challenges, our accounting was
not only hard to understand, but it and our financial team
lacked credibility with investors. Many of you complained to me
when I first assumed this role that the accounting method cast
doubt on our Company's results and that no one but our former
CFO could understand it. As it turns out, the skeptics were
right, as the accounting was wrong in dozens of ways that
overstated revenues and understated expenses. We later learned
that our former CEO Lee Hillman and our former CFO John Dwyer
had made almost no preparation for complying with Sarbanes
Oxley, drastically underspending on systems and leaving our
internal controls lacking in material aspects, which required a
subsequent investment of millions and is expected to continue to
require investment in 2006. During this time, Hillman, Dwyer,
and their longtime friend and Bally's paid investment
consultant, Manny Pearlman were pursing a sale of the Company to
Health South while ignoring the problems of the Company that
needed fixing. In that deal Bally shareholders were to receive
Health South stock in the days immediately preceding that
Company's implosion.

That is the situation we inherited and these are the facts.

Our task was to immediately right the ship and address the
operational turnaround. We needed to increase sales, rebuild
morale, restructure the club operations, improve service and
training, cut costs and bureaucracy, revamp our membership sales
process, develop a professional marketing strategy, redesign our
clubs and address the accounting. We also needed to address our
debt heavy capital structure. Despite the fact that we began
Bally's transformation immediately, the process of turning
around a languishing $1 billion retail operation with more than
400 locations and a broken business model has proven to be
incredibly complex and time-consuming. But, we are seeing real
signs that the strategy is working.

In fact, we have made tremendous progress over the last 36
months; progress that has actually accelerated during the past
18 months even as we worked to correct the accounting problems.

I've used the analogy with our team here that our experience has
been like changing the tires on a car going sixty-miles per
hour. Now with the opportunity to publicly assess our efforts
and progress, I'd amend that analogy to say we've been changing
the tires on a car going sixty-miles per hour while making a
right turn and avoiding potholes.

All that being said, I'm pleased to report that the Bally we are
re-introducing to you today is in the midst of a radical
transformation for the better. We've moved from a culture that
was single-mindedly focused on sales growth, to a far more
service-oriented and customer-centric mindset, with a new focus
on profitability, accountability and transparency at all levels.
We have a much more conservative approach to running the
business, both operationally and financially with the goal of
enhancing shareholder value.

I'd like to share some of the progress we have made on what I
view as key milestones in our turnaround:

- We've significantly and successfully cut costs across the
board and instituted far tighter financial controls across the
Company. This has been accomplished through the consolidation of
back office functions, streamlining management positions, and
reducing corporate benefits, among other things. You can see
that our membership service costs, which are the operating costs
of our clubs and include personal training costs, were up only
.7 percent from 2003 to 2004 despite a 26 percent, or $26
million, increase in personal training revenue. The benefits of
our cost control continued during the first nine months of 2005
where membership services costs decreased $16.3 million from the
same period in 2004. In addition to those reductions,
advertising expense in 2005 is down 7 percent or nearly $4
million versus 2004. Therefore, operating costs in total for
2005 are down $7.7million or 10 percent despite inflation and an
increase of $13.8 million in G & A related mostly to
investigations, consents, litigation and audit costs.

- We increased sales of memberships in 2004 to record levels and
despite all the operational changes in 2005 and the related
distraction, we signed up more members than we did in 2004. In
2004, we signed up 1,165,000 members, a 21 percent increase over
2003. Through the first nine months of 2005 we sold 951,000 new
members, a 4 percent increase over 2004 sales.

- We've radically changed the way we sell and account for
memberships. In the past, Bally only offered multi-year
membership contracts. Our research and history told us that many
customers wanted another alternative and in fact most
competitors were selling without any commitment but with higher
attrition. We knew we had the opportunity to sell both ways.
Today's Bally membership model is far more flexible, and
consumer friendly. Beginning in 2003, we introduced "pay as you
go" programs, which now represent up to 20 percent of all new
customers. More recently we introduced the Build Your Own
Membership plan, which simplifies the enrollment process,
eliminates the long, complicated contracts and enables customers
to choose the membership type, amenities, and pricing structure
they prefer. The BYOM sm program is now available nationwide.

- One important benefit of Build Your own Membership is its
impact on customer satisfaction and therefore its aid in
reducing member attrition. BYOM is structured to more closely
align customers' down payments with their monthly payments. Said
another way, prior to our new plan, customers were encouraged to
sign up for expensive membership packages, yet could purchase
those packages with as little as a $5 down payment on what could
be a $75-$80 monthly dues payment. Well, we know how likely
someone is to pay those monthly fees if they can't or won't
commit to more than $5 at the point of sale when they are most
enthusiastic about starting a fitness program. BYOM moderates
the monthly fees and more closely matches down payments to
monthly payments to a level that we know significantly increases
their likelihood of payment. Since full implementation of BYOM,
we have seen down payments less than $49 drop almost in half.
And it is no surprise that in BYOM markets over the past year,
we have seen short term failure fall an average of 4.5
percentage points-a 19 percent decrease which dramatically shows
the power of our new plan. Every point reduction in failure can
be worth $10 million to the Company on a fully mature basis.

- In the vast majority of markets, we have now eliminated or
greatly reduced the practice of discounting renewal dues, which
was not only poor business, but also an accounting complexity
that required significant resources to address. The customers
who stay beyond their initial commitment period no longer have a
right to have their payments drop considerably-a lopsided
business model which caused the average person in their renewal
term to be paying us on average only about $12/month.

- We've introduced a new club design, offering higher-end
amenities and a more contemporary look and feel over our
traditional clubs. This model was developed based on new
research and customer usage trends and has been introduced in
approximately 19 clubs. To date, it has been met with very
favorable consumer response and sales at new clubs with this
design are ahead of our business plans with a 25-30 percent IRR

- We've revamped our entire marketing organization and strategy.
Under the leadership of our new Chief Marketing Officer, we've
placed a greater emphasis on non-conventional and buzz marketing
initiatives such as our participation on the highly rated
television show, The Apprentice. We also expect to unveil our
new television advertising campaign in the next 30 days, which
is designed to focus on Bally's emotional appeal as a brand, and
our growing emphasis on wellness across all aspects of life.
This marketing approach replaces our 1980's marketing plan which
featured celebrities and hard bodies; a strategy which was
successful back then, but like many of the people in the ads,
now way past its prime. All these changes are based on
researched insights and feedback from current and potential
customers. At the same time, we've brought our marketing into
the new century by expanding and strengthening our web-based
sales and marketing initiatives.

- We've expanded our product and service offerings beyond
personal training, Bally-branded nutritional products, and
fitness related merchandise to include our online nutrition and
weight management program. We're also now the largest provider
of martial arts training through our Bally Total Martial Arts
program, which not only provides a healthy fitness outlet for a
new customer segment - children, but also attracts parents and
other family members who can be cross-sold on the benefits of a
Bally membership. We continue to expand our retail partnerships
for Bally-branded nutrition products, which are now sold in
approximately 7,000 outlets, including Wal-mart.

- We also have continued to expand internationally in a very
cost-effective way through franchising. Today, for example, we
have 22 clubs in China and are the largest health club company
there with minimal investment. In many secondary domestic
markets, our cost structure does not allow us to have a presence
through company-owned clubs, but now that we have filed our
financials, we intend to use franchising as a way to profitably
grow in some of those smaller markets.

- We've significantly strengthened our senior management team -
especially in the vitally important areas of finance and
accounting. We have recruited a new CFO, Treasurer, Controller,
Assistant Controller, Chief Marketing Officer, Head of Customer
Relationship Marketing, Chief Information Officer and Head of
Training.

- We've made significant investments in IT, doubling our annual
investment in the last two years. We spent just 1 percent of net
revenues or $9 million in 2002. In 2004, we increased our
spending to $18.2 million or 1.9 percent of revenues mostly out
of necessity to comply with Sarbanes-Oxley and to update our
antiquated systems to implement our new membership programs from
BYOM to a capability to sell on-line and improve member data
security.

- We've radically changed our compensation structure at the club
level to better incentivize quality service and member
retention, as opposed to simply sales. Profit based compensation
is now the rule not the exception and managers at every level
have learned that they make money when the shareholders make
money.

- We've instituted new training initiatives for club personnel
to make sure that all Bally employees who interact with
customers have the appropriate health and fitness, as well as
customer service, knowledge and expertise.

- We've brought in experts to overhaul our Call Center, and are
poised to launch initiatives that will improve customer service
while at the same time reducing costs by automating some
transactions. As part of those initiatives we will be offering a
national toll-free customer service phone line. We expect these
initiatives to significantly reduce the time customers are left
on hold, improve and automate service, and save the Company in
excess of $1 million annually.

- We've engaged experts to help us optimize our real estate
portfolio so that we can reduce our rent costs and exit leases
in unprofitable or non-strategic properties. We are talking to
landlords now about savings and ways to optimize our portfolio
of clubs as part of that strategy. Also as part of that strategy
we are seeking to exit some of our high-end brands. During the
third quarter, we entered into an agreement to sell our Crunch
Fitness division for 45 million dollars in cash. Most of the net
proceeds from the sale will be used to reduce the $175 million
of debt on our term loan. We are working hard to close this
transaction.

- Finally, we are halfway through rolling out our new club
staffing and accountability model, calling for each fitness
center to be run by a general manager who is compensated on the
profitability of their fitness center. That model also includes
a new sales commission program that rewards employees for
providing quality service during the first 60 critical days of
membership. The key to the success of our New Club Model is
cross-training employees to serve in a variety of positions in
the fitness centers so they service both the fitness and sales
needs of our current and prospective members. We expect to
substantially implement this phase of our business plan by the
end of 2006.

While we were making all these operational changes, we have
spent considerable time on our second strategy: restoring
credibility to our finance structure. The restatement of five
years of financial statements was a Herculean task of its own. I
have been asked repeatedly why it took so long to get done.
Critics have said that we should have been able to easily file
by the July 1st date we originally established in December of
2004. This is nothing more than naivet‚ and hyperbole. When we
announced a goal of July 31st we believed we were dealing with
only a change in our revenue recognition. Our audit committee
investigation had begun but was not complete. Working with our
new auditors, KPMG, we soon realized that there was a systemic
and cultural problem with our accounting and today we are
disclosing literally dozens of restatement items, which show the
depth of the problems and the magnitude of our challenges. On
top of that, back in December of 2004, we did not know that the
independent investigation by our Audit Committee would require
us to fire our senior accounting officer and lead us to make the
decision to no longer rely on past audits by our former auditors
Ernst and Young. That decision meant we had to completely re-
audit 2002, 2003 and audit 2004. In 11 months, we have now
completed our 2004 10-K and five 10-Qs bringing us completely
up-to-date in our filings. The volume of work coupled with the
lack of historical knowledge by our new financial team and new
auditors was only made worse by the lack of automation and
controls in our financial systems. Basically, it has been a
nightmare that we have finally awakened from.

The exciting news is that our financial results are beginning to
reflect the success of our turnaround efforts. Costs are down,
revenues are up and we have re-tooled a number of products and
services to drive growth and membership retention. Looking at
the restated numbers, the trends are moving in the right
direction. Net income has gone from a negative $100 million in
2002 to negative $30 million in 2004 to a positive $1.8 million
for the first nine months of 2005. This year we have achieved an
increase in revenue, operating income and net income and
operating results, with little deterioration in membership
levels. We think that's quite a testament to the effectiveness
of our strategies and the dedication of our employees.

Net revenues for the nine-month period in 2005 grew 1.8 percent
over 2004, to $803.6 million. Remember that fiscal year 2004 was
a record year for us, with revenues topping one billion dollars
for the first time in the Company's history. And, we're already
ahead of that record pace at the nine-month mark for 2005. We
are continuing to see sales of personal training sessions lead
overall revenue growth, which is consistent with our strategy of
becoming more differentiated through an emphasis on value-added
products. While we have grown new members this year, despite a
10 percent cut in marketing, we need to continue to grow net
members and intend to do so as we realize the benefits of our
service and sales initiatives including BYOM and its positive
impact on retention. We also think there's continued room for
greater expansion in add-on services revenue.

Although this Company is clearly on the right track with
demonstrable progress, there are still challenges. One challenge
is to continue to improve our service culture with the ultimate
goal of improving member retention. Our BYOM initiatives have
shown real progress in stemming the tide this year of overall
increase in attrition.

We are also focused on improving our retail operations, which is
not yet profitable. With $50 million in revenue we must make
retail a bottom line contributor.

One of our challenges is that as the fitness category grows in
popularity, we face growing regional competition from
increasingly large, well-capitalized fitness companies. That
challenge highlights the weakness in our own capital structure.
Because of the significant cost associated with the restatement
of financials, IT upgrades, bank consent solicitations, on-going
litigation and higher interest expense, Bally has, for the last
12 months under-invested in both operations and marketing.

Therefore, today we have announced plans to proactively address
the third part of our strategy, which is addressing our highly
leveraged capital structure. In order to take advantage of our
growth opportunities and in order to compete effectively, we
need more capital. I have talked about this initiative over this
last two years and now with complete financial statements, we
are ready to address the fundamental issue. Therefore, our Board
of Directors has engaged J.P. Morgan to explore a range of
strategic alternatives which may include, but are not limited
to, a recapitalization, the sale of securities or assets of the
Company, or the sale or merger of Bally Total Fitness with
another entity or strategic partner. They will be working with
The Blackstone Group, who has been advising the Board for the
past year, to identify the best alternatives available to create
shareholder value. We believe this is the correct action to
pursue in order to successfully turn around the business for the
long haul, and improve value for all shareholders, not just a
few.

Now, I'll turn the call over to Carl, who will give more detail
on the key points of restatement for fiscal years 2000 through
2003, as well as several other items."

CARL LANDECK:

"Thanks, Paul. Good morning, everyone. Let me begin by thanking
our Accounting and Legal staff at Bally, whose stubborn
determination, commitment and sacrifice have ensured that our
SEC filings are now current. You all know who you are and if I
tried to name everyone, we'd never finish this call. Thank you
to all and congratulations on a job well done.

Paul earlier alluded to the magnitude of the problems we
inherited in Bally's accounting organization. Those problems
include a legacy of under-investment that left the Company's
accounting systems antiquated, with few controls or discipline.
Insufficient investment in training, systems and technology had
also left Bally ill equipped to comply with the requirements of
Sarbanes-Oxley. I'm pleased to report that after many months of
round-the-clock work, we've now addressed a number of the
limitations and have worked around those we can't address in the
short term. This is why we were able to release our audited
financials, complete the restatement process and begin moving
this Company forward.

One other point I would like to make is that Bally's business
model - especially as it pertains to revenue recognition - is
far more complex than even I initially thought, and certainly
more complex than many of our critics might have you believe. I
have spent almost 20 years in corporate management of retail and
retail related businesses, including several years in the cable
television industry with its recurring revenue model. Having now
been in the health club industry for 8 months at Bally, it is my
observation that this industry has all of the challenges
retailers face combined with the subscriber acquisition and
retention challenges of a recurring revenue model business.
However, acquisition and retention challenges in these other
businesses are, in many ways, very different from those we face.
Most of those businesses have limited competition and high
consumer demand for their offerings. Who among us can live
without their MTV or mobile phone? But the health club industry
offers a different kind of benefit to its customers. To receive
this benefit a customer must dedicate themselves to physically
returning time and time again to the health club. Therefore
customer service and personal relationships with members become
important drivers of retention. Getting members the results they
want and helping them achieve those results by having fun, I
believe, are keys to success. This is very different from most
recurring revenue model businesses. But there are real
similarities to retail such as the need to drive customer
traffic and closing sales in a competitive business where
barriers to entry are low. Our business requires that we meet
both sets of challenges and I am confident that we are on the
right path. It is my belief that the plan that has been designed
and laid out is the right plan for our business and that we have
begun to execute on it.

Many of my years have been spent in turnaround situations where
I have inherited significant deficiencies and weaknesses.
Yesterday, with our SEC filings, we took a huge step forward.
When I arrived at Bally, even I was surprised by the lack of
discipline in the accounting area. This lack of discipline was
coupled with a clear lack of investment in human resources,
training and development and information systems technology to
support the function. Having said that, aside from our improving
operating performance, one of the great takeways from today's
call should be that that the discipline created from this
restatement process is here to stay. We have transformed Bally's
accounting organization into a trained and supported group that
is significantly better equipped today. We have much more work
to do and investment to be made, but the foundation is now in
place.

Now, I thought I'd spend a few minutes highlighting some of the
areas that were addressed in our restated financial statements.
While there are more than 2 dozen items identified as part of
Note 2 to our 2004 audited financial statements, there were four
basic areas in which the bulk of our issues resided, so I'll
focus there.

First, revenue recognition. Our membership services revenue is
generally received on a basis that is different from the basis
upon which it is recognized for GAAP financial reporting
purposes. This difference results in a significant deferral of
amounts received early in the membership period that is then
recognized over an extended period of time. This recognition
methodology results primarily from our long history of offering
membership programs with higher levels of monthly or total
payments during the initial contractual period of membership,
followed by discounted payments in the subsequent renewal term
to continue membership privileges. This practice of
significantly discounting membership renewals, which we have
begun to discontinue under BYOM programs, causes us to recognize
revenue over the entire expected membership term. Implicit in
this process is the need to develop estimates for this expected
membership term and continuously monitor those estimates. Worth
noting is that although we have begun changing the customer
offer to eliminate the large renewal term discounting, existing
memberships will continue to require deferral while new
memberships will need to be evaluated as to the appropriate
method to use in determining the amount of revenue to be
recognized in each period. Also, because the Company had
formerly sold multiple deliverables such as personal training,
nutritional products and membership under the same contract, but
were unable to qualify under EITF 00-21 for separating each
component, we must similarly defer those otherwise separate
items over the expected membership term. In summary, the primary
component parts of deferred revenue are downpayments, initial
term membership fees, paid-in-full memberships, prepaid dues,
and bundled personal training and nutritional products as well
as multi-session sales of personal training services.

Second, Valuation of Long-Lived Assets. In this area, we
reviewed the Company's previously utilized depreciation policy
and determined that it was more appropriate to estimate the
economic useful life of leasehold improvements at the lesser of
15 years or the remaining non-cancelable lease term. Previously,
the total lease contract term or remaining lease contract term,
including option periods, was utilized. This resulted in a
complete recalculation to determine the appropriate amount of
depreciation expense to be charged in each period. Also, for the
restatement period, we were required to first apply SFAS 121
through December 31, 2001 and then adopt and apply SFAS 144 for
the subsequent periods. The primary difference between the 2
standards is the treatment of goodwill and other intangible
assets, which became the topic of its own SFAS. The most
important determination to be made in 121 and 144 is the level
at which impairment is to be tested, which we determined to be
the club level as opposed to prior management's utilization of
market level. Our approach led to a total of almost $200 million
in charges. We now monitor the carrying values of long-lived
assets for potential impairment each quarter in accordance with
SFAS 144.

Third, Goodwill and Other Intangible Assets. In this area, we
engaged the services of an independent valuation firm to assist
us with the determination of fair value at acquisition date of
certain assets and liabilities purchased in all major
acquisitions in the 1999 through 2002 time periods. There is no
evidence that this work had ever been previously done and was
necessary to appropriately allocate purchase price value to
assets acquired. These value determinations are important as
certain intangible assets are amortizing and some are not. Those
that are not become the subject of impairment evaluations. For
the restatement period, we were required to first apply SFAS 121
through December 31, 2001 and then adopt and apply SFAS 142 for
the subsequent periods. The most important determination to be
made in 142 is the determination of reporting units. Impairment
is to be evaluated at the reporting unit level, which we
determined to be the area level as opposed to prior management's
utilization of company level. Our approach led to a total of
more than $200 million in charges. We now monitor the carrying
values of Goodwill and Other Intangible Assets for potential
impairment each year in accordance with SFAS 142.

Fourth, Lease Accounting. Just as many other retail-type
businesses disclosed earlier this year, we undertook a review of
our lease accounting area in connection with our restatement
process. Previously, the Company did not use the required
straight-line method of recording rent expense on leases with
contractually obligated escalating rent steps. As part of our
restatement exercise, we calculated the average rental
obligation using the non-cancelable lease term factoring in all
rent steps and now report rent expense in accordance with the
rules. Also, we previously have reflected landlord contributions
and allowances as a reduction of the capitalized fixed asset
costs. With these restatements, we have corrected the
presentation to reflect the capital asset at its cost and
account for the allowance as a deferred rent liability. We have
made the appropriate adjustments now reflecting approximately
$100 million as a deferred rent liability for these two items.

Stepping back a bit to put a fine point on the enormity of the
effort to complete these restatements and audits, the cumulative
effect of our restatement adjustments was a net reduction to
stockholders' equity from the previously reported balance of
approximately $1.7 billion as of December 31, 2001.

Before I turn this call back over to Paul for final comments,
there are 2 other things I'd like to cover with you today. First
of all, as of November 30, 2005, Bally had $40 million of
borrowings and $13.9 million in letters of credit outstanding
under its $100 million revolving credit facility. As of
September 30, 2005, Bally had $20 million of borrowings and
$13.9 million in letters of credit outstanding under the same
revolver. The Company's recent utilization of the revolving
credit facility is primarily related to the $14.9 million
payment arising out of an arbitration dispute with Household
Credit, $8.0 million paid for consents to bondholders and banks
relating to extending our financial reporting deadlines, $3.0
million paid to professional advisors in connection with the
restatements and the October 17, 2005 interest payment on the
Senior Subordinated Notes.

Secondly, another area that I thought important to mention today
relates to mostly non-cash costs tied to incentive compensation
plans. As a result of 2 shareholders acquiring more than 10
percent of the Company's stock, change of control provisions in
these incentive plans were triggered, resulting in the lapse of
restrictions on approximately 1.6 million restricted shares.
Costs associated with the vesting of these shares, as well as
income tax gross up costs for certain executives, are reflected
in the Company's nine-month financial results as a $6.0 million
charge.

That concludes my comments for today. Thank you for your
attention and now I will turn the call back over to Paul for his
concluding thoughts."

PAUL TOBACK:

"I'd like to conclude our discussion by reiterating the core
aspects of our turnaround strategy. Our strategy was to improve
operations, restore credibility to our financials and address
our capital structure and capital needs. I hope you can see from
our financial results and the actions we have taken that we have
made great progress.

From an operational perspective, we have been signing up record
numbers of new members and put in place initiatives that are
stemming the tide of growing attrition. Our principal strategies
for achieving success include simplifying the membership pricing
structure, revamping our club staffing model, properly aligning
incentive compensation for employees around profitability,
making customer service a top priority through enhanced training
for employees, optimizing our product and service offerings and
leveraging consumer health trends.

From a financial credibility stand point the release of our
audited financials should give stakeholders confidence in our
accounting and in our commitment to improve our financial
controls.

At the same time, we are highly intent on improving Bally's
financial condition by modifying our capital structure, as well
as divesting non-core assets. Getting this piece of the puzzle
completed will provide us with sufficient financial flexibility
to grow the business and re-invest in our clubs.

We continue to be very bullish on the outlook for the health and
fitness industry. According to IHRSA's most recent survey,
health club membership grew by 8.5 percent in 2003, the latest
period for which figures are available, and we see no reason why
this trend should slow. Recent transactions in connection with
the sale of privately held fitness properties have commanded
very attractive multiples. We believe as Bally returns to
profitability and continues to make progress on our strategic
turnaround, that investors will come to see the value creation
potential within Bally Total Fitness shares, and that the stock
price will respond accordingly over time.

Of course there still remains a great deal of work to be done.
However, we believe that the continued implementation and
execution of our plan should continue to show positive results
improving Bally's long-term opportunities for success, as well
as rewarding shareholders.

Now that our statements are filed, I look forward to talking to
you in person or by phone and look forward to engaging in
constructive dialogue with all shareholders.
Thank you."

Bally and its directors and executive officers may be deemed to
be participants in the solicitation of proxies. Information
regarding Bally's directors and executive officers is contained
in Bally's Annual Report on Form 10-K for the year ended
December 31, 2004 and other documents filed with the SEC. These
documents are available free of charge at the SEC's web site
www.sec.gov. Exhibit 1 hereto contains information relating to
participants in the solicitation.

Important Additional Information Will be Filed with the SEC
Bally plans to file with the SEC and mail to its stockholders a
Proxy Statement. INVESTORS AND STOCKHOLDERS ARE URGED TO READ
THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION ABOUT BALLY. Investors and
stockholders will be able to obtain free copies of the Proxy
Statement and other documents filed with the SEC by Bally
through the web site maintained by the SEC at www.sec.gov . In
addition, investors and stockholders will be able to obtain free
copies of the Proxy Statement and other documents filed with the
SEC by Bally by directing a request to Bally Total Fitness
Holding Corporation, 8700 West Bryn Mawr Avenue, Chicago,
Illinois 60631, Attention: Investor Relations: Proxy Request.

The following individuals may be deemed to be "participants" in
the solicitation:

Paul A. Toback was named Chairman of the Board in May 2003 and
has served as a Director since March 2003 and President and
Chief Executive Officer since December 2002. He was Executive
Vice President from February 2002 to December 2002, Chief
Operating Officer from June 2001 to December 2002 and Senior
Vice President, Corporate Development from March 1998 to June
2001. Mr. Toback started with the Company in September 1997. He
is an attorney licensed to practice in Illinois. As of September
30, 2005, Mr. Toback owned 556,803 shares of common stock and
552,000 options.

Julie Adams was elected Senior Vice President, Membership
Services of the Company in February 2003. Ms. Adams was Vice
President of Membership Services from September 1997 to February
2003. As of September 30, 2005, Ms. Adams owned 93,250 shares of
common stock and 165,000 options.

Marc D. Bassewitz was named Senior Vice President and General
Counsel of the Company in January 2005. Prior to joining Bally,
Mr. Bassewitz served as outside counsel for the Company in his
position as a partner at Latham & Watkins LLP. As of September
30, 2005, Mr. Bassewitz owned 165,000 shares of common stock and
73,000 options.

William G. Fanelli was named Senior Vice President, Planning and
Development of the Company in March 2005. Mr. Fanelli held the
position of Acting Chief Financial Officer from April 2004 to
March 2005, was Senior Vice President, Finance from March 2001
to April 2004 and was Senior Vice President, Operations from
November 1997 to March 2001. As of September 30, 2005, Mr.
Fanelli owned 230,967 shares of common stock and 225,000
options.

Carl J. Landeck was named Senior Vice President and Chief
Financial Officer of the Company in March 2005. Prior to joining
Bally, Mr. Landeck served as Executive Vice President, Chief
Financial and Administrative Officer of Levitz Home Furnishings,
Inc. from August 2001 to December 2004, and was Executive Vice
President, Finance and Chief Financial Officer of Cablevision
Electronics Investments, Inc. from January 1998 to August 2001.
As of September 30, 2005, Mr. Landeck owned 155,000 shares of
common stock and 98,000 options.

James A. McDonald was named Senior Vice President and Chief
Marketing Officer of the Company in April 2005. Prior to joining
Bally, Mr. McDonald most recently served as the Senior Vice
President, Chief Brand Officer of RadioShack, Inc. As of
September 30, 2005, Mr. McDonald owned 155,000 shares of common
stock and 43,000 options.

Harold Morgan was elected Senior Vice President, Chief
Administration Officer in February 2003. Mr. Morgan held the
position of Senior Vice President Human Resources from September
1995 to February 2003. As of September 30, 2005, Mr. Morgan
owned 256,921 shares of common stock and 338,000 options.

John H. Wildman was elected Senior Vice President and Chief
Operating Officer in December 2002. Mr. Wildman was Senior Vice
President, Sales and Marketing from November 1996 to December
2002. As of September 30, 2005, Mr. Wildman owned 245,000 shares
of common stock and 330,000 options.

Barry M. Deutsch has served as a Director since May 2004. Mr.
Deutsch is the Chief Financial Officer and Vice President of
Business Development of Ovation Pharmaceuticals, Inc., a fully
integrated pharmaceutical company focused on specialty
therapeutic areas. Prior to that Mr. Deutsch served as Director,
Corporate Finance of Prudential Vector Healthcare Group, a unit
of Prudential Securities Incorporated, where he served as an
investment banker specializing in health care industry
transactions. Mr. Deutsch is a Certified Public Accountant. As
of September 30, 2005, Mr. Deutsch owned 5,300 shares of common
stock and 5,000 options.

Eric Langshur has served as a Director since December 2004. Mr.
Langshur is the Founder and Chief Executive Officer of
TLContact, Inc., a privately held company that delivers
innovative patient communication and education services to the
healthcare industry. As of September 30, 2005, Mr. Langshur
owned no shares of common stock and 5,000 options.

J. Kenneth Looloian has served as a Director since December
1995. Mr. Looloian is a consultant to Di Giorgio Corporation and
served as the Sr. Vice President, Chief Financial Officer of New
Jersey Bell Telephone Company and Bellcore (now Telecordia
Technologies) before his retirement. As of September 30, 2005,
Mr. Looloian owned 5,000 shares of common stock and 20,000
options.

James F. McAnally, M.D. has served as a Director since December
1995. Dr. McAnally is a private practitioner who specializes in
hypertension and kidney disease. Dr. McAnally is also the
Medical Director of Nephrology Services at Trinitas Hospital in
Elizabeth, New Jersey and a Clinical Associate Professor of
Medicine at Seton Hall University, School of Graduate Medical
Education. As of September 30, 2005, Dr. McAnally owned 12,500
shares of common stock and 20,000 options.

John W. Rogers, Jr. has served as a Director since April 2003.
Mr. Rogers is the Chairman and Chief Executive Officer of Ariel
Capital Management, LLC, a privately held institutional money
management firm and mutual fund company, which he founded in
1983. He also serves as a director of Aon Corporation, Exelon
Corporation, McDonald's Corporation and as a trustee of Ariel
Investment Trust. As of September 30, 2005, Mr. Rogers owned
10,000 shares of Common Stock and 10,000 options.

The participants may assist the Company in its solicitation
efforts for which they will receive no additional compensation.
In addition, the Company has retained MacKenzie Partners, Inc.
for advisory and solicitation services and has agreed to pay the
firm reasonable and customary fees in connection with such
services.

CONTACT:  Bally Total Fitness
          Janine Warell (Investors)
          Tel: 773-864-6897

          Matt Messinger (Media)
          Tel: 773-864-6850
          URL: www.ballyfitness.com


BALLY TOTAL: Clarifies S-8 Registration Statement
-------------------------------------------------
Bally Total Fitness (NYSE:BFT), the leading operator and
provider of health and fitness clubs, products and services,
clarified its Form S-8 Registration Statement filed on December
1, 2005 with the Securities and Exchange Commission with respect
to the 2.5 million shares of common stock registered for resale
under the Company's 1996 Long-Term Incentive Plan (Incentive
Plan), and 600,000 shares of common stock registered for resale
under the Bally Total Fitness Holding Corporation Employment
Inducement Award Equity Incentive Plan (Inducement Plan).

The Company said that all of the shares registered on the Form
S-8, with the exception of 121,461 shares, had previously been
issued or are subject to options previously issued under the
plans. All issuances of shares under the plans to date are
reflected in the Company's Annual Report on Form 10-K filed on
November 30, 2005. As stated in the 10-K, the total shares
outstanding on November 29, 2005 was 37,940,480. As of Friday,
62,000 shares remain available for issuance under the Inducement
Plan and 59,461 shares remain available for issuance under the
Incentive Plan.

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers in the U.S., with nearly
440 facilities located in 29 states, Mexico, Canada, Korea,
China and the Caribbean under the Bally Total Fitness(R), Crunch
Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada (R) brands. Bally
offers a unique platform for distribution of a wide range of
products and services targeted to active, fitness-conscious
adult consumers.

CONTACT:  Bally Total Fitness
          Janine Warell (Investors)
          Phone: 773-864-6897
                  or
          Matt Messinger (Media)
          Phone: 773-864-6850
          URL: www.ballyfitness.com


CALPINE CORP: Provides Update on Delaware Litigation
----------------------------------------------------
Calpine Corporation (NYSE: CPN) provided the following update to
Friday's Delaware Court of Chancery's ruling in the company's
action against The Bank of New York, as collateral trustee for
Calpine's Senior Secured Note Holders, and Wilmington Trust
Company, as indenture trustee for Calpine's First Lien Note
Holders and Second Lien Note Holders. In his ruling Friday, Vice
Chancellor Leo E. Strine, Jr. ordered Calpine to restore to the
Bank of New York collateral account approximately $313 million,
plus accrued interest at 3.5% per annum by January 22, 2006.

Upon receipt of the final order, Calpine expects to file a
notice of appeal with the Supreme Court of Delaware and request
expedited treatment.

A major power company, Calpine Corporation supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants. Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces and is building a plant in Mexico. It
is publicly traded on the New York Stock Exchange under the
symbol CPN.

CONTACT:  Calpine Corporation
          Media Relations:
          Katherine Potter
          Tel: +1-408-792-1168
          E-mail: kpotter@calpine.com

          Investor Relations: Rick Barraza
          Tel: +1-408-792-1125
          rickb@calpine.com

          Karen Bunton
          +1-408-792-1121
          E-mail: kbunton@calpine.com
          URL: http://www.calpine.com


CALPINE CORP: Exposure Does Not Adversely Affect Power Sector
-------------------------------------------------------------
Fitch Ratings assessed the 140 public power issuers it rates for
any exposure to Calpine via power supply contracts or co-
ownership in generating units. As a result, Fitch sees no
material impact to the ratings of public power entities in the
event Calpine files for bankruptcy protection and seeks to
reject some individual contracts. Calpine Corp.'s issuer default
rating (IDR) is 'CC' and the Rating Outlook is Negative. Calpine
and its subsidiary, Calpine Energy Services, sell electricity to
utilities, including public power and electric cooperatives
throughout the United States.

Fitch's primary concern is if Calpine files for bankruptcy, it
could result in a rejection (i.e. termination) of their
contracts with public power utilities, causing these utilities
to replace the power with less favorable/higher priced sources.
From our review, we have found that, in general, public power
utilities have limited, if any, exposure to contracts backed by
Calpine. Where utilities have bilateral contracts with Calpine,
they tend to be an insignificant part of their total power
requirements and/or are tolling arrangements, which are less
likely to be terminated. Our assessment also found that in
instances where a utility has a supply contract or is a co-owner
in a gas fired power plant with Calpine, this exposure
represents a small portion of the utility's power requirements
and/or is mitigated by the utilities solid financial/liquidity
position.

In circumstances where a utility's exposure appears to be
meaningful, such as the California Department of Water Resources
(CDWR) which has total outstanding debt of about $10.7 billion,
this concern is mitigated as explained below:

--Of CDWR's four contracts with Calpine, accounting for over 25%
of their total energy supply, two are tolling agreements and the
other two are fixed priced. In the event that any of these
contacts were to be terminated, CDWR would no longer be
responsible for that supply and that power would need to be
replaced by Pacific Gas & Electric. While the loss of a
favorable contract would increase CDWR's energy cost by about
8.5 mills, their total revenue requirement would decline.
Finally, this event would accelerate the runoff of CDWR's total
power supply responsibility, and result in a net neutral effect
on the rating.

In the event of a Calpine bankruptcy, Fitch anticipates no
alteration in wholesale market prices of electricity or in
regional supply, as was demonstrated in the earlier bankruptcies
of Enron Corp. and Mirant Corp.

A major power company, Calpine Corporation supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants. Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces and is building a plant in Mexico.
Calpine was founded in 1984.

CONTACT: Karl Pfeil, III +1-212 908-0516, New York
         Alan Spen +1-212 908-0594, New York

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


CENTRAL PARKING: Declares Regular Quarterly Dividend
----------------------------------------------------
Central Parking Corporation (NYSE:CPC) declared a regular
quarterly dividend of $0.328125 a share on the convertible
preferred securities that were issued in a private placement to
qualified institutions in March 1998. The dividend has a record
date of December 15, 2005 and will be distributed to security
holders on January 2, 2006. The dividend is being paid through
Central Parking Finance Trust, an affiliate of the Company.

Central Parking Corporation, headquartered in Nashville,
Tennessee, is a leading global provider of parking and
transportation management services. As of September 30, 2005,
the Company operated more than 3,400 parking facilities
containing more than 1.5 million spaces at locations in 37
states, the District of Columbia, Canada, Puerto Rico, the
United Kingdom, the Republic of Ireland, Mexico, Chile, Peru,
Colombia, Venezuela, Germany, Switzerland, Poland, Spain, Greece
and Italy.

CONTACT: Central Parking Corporation, Nashville
         Jeff Heavrin
         Tel: 615-297-4255
         E-mail: jheavrin@parking.com


GRUPO FERTINAL: Appeals Court Reverses Prior Ruling in ING Case
---------------------------------------------------------------
The Mexican Court of Appeal has reversed a previous ruling by a
lower local court in Mexico City against ING Comercial America,
part of ING Group's operations in Mexico.

The appellate court has ruled that ING Comercial America should
pay the insurance claims based on the actual damages suffered by
the insured and covered under the catastrophic insurance policy.
The court found that Fertinal incurred covered damages of about
US$94 million.

The initial ruling would have required ING Comercial America to
pay Grupo Fertinal S.A., and certain affiliates, the insurance
policy limits of US$300 million. This amount would have greatly
exceeded the actual damages to Fertinal's insured properties by
hurricane Juliette.

ING Comercial America has been involved in litigation of
commercial claims made by the Mexican company Grupo Fertinal
S.A. The dispute involves a determination of what amounts are
due for certain hurricane-related damages sustained by a
Fertinal company in 2001 under an insurance policy issued by ING
Comercial America.

ING Comercial America is examining the decision and considering
its options. ING Comercial America expects that after the final
outcome of all judicial proceedings, the risk in the policy will
be adequately covered by provisions taken, as well as
reinsurance coverage.

PRESS ENQUIRIES: ING Group
                 Dailah Nihot
                 Tel: +31 20 541 6516
                 E-mail: dailah.nihot@ing.com

                 ING Americas
                 Dana Ripley
                 Tel: +1 770 980 4865
                 E-mail: dana.ripley@us.ing.com


GRUPO POSADAS: Grupo Mexicana Buyout Cues S&P's Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term
foreign and local currency corporate credit ratings on Grupo
Posadas S.A. de C.V. on CreditWatch with negative implications.

At the same time, Standard & Poor's placed its  'mxA-' national
scale rating on Posadas on CreditWatch negative.  The 'BB-'
senior unsecured debt rating on Posadas was also placed on
CreditWatch Negative.

"The CreditWatch listing follows the announcement that Posadas'
offer of $165.5 million for 100% of the assets of Grupo Mexicana
de Aviacion S.A. de C.V. was accepted," said Standard & Poor's
credit analyst Fabiola Ortiz.

Even though the effect of the acquisition on Posadas' business
profile could be beneficial in the long term, this may not be
enough to offset the effect the funding of the acquisition could
have on the financial profile.  Moreover, Posada has been more
aggressive in the operational development and growth in areas
other than the hotel sector, which historically has been its
main business.

S&P will resolve the CreditWatch listing when the acquisition is
completed and after assessing its funding.  S&P expects the
corporate credit rating to be lowered by one notch, if it is
lowered.  The senior debt rating will depend on the resulting
structure. (Troubled Company Reporter, Monday, Dec. 5, 2005,
Vol. 9, No. 288)


GRUPO POSADAS: Moody's Places Ratings on Review for Downgrade
-------------------------------------------------------------
Approximately $225 Million of Rated Debt Securities Affected

Moody's Investors Service placed the Ba3 long term debt ratings
of Grupo Posadas, S.A. de C.V. (POSADAS) on review for possible
downgrade following the company's announcement that it will be
acquiring 100% of Grupo Mexicana S.A. de C.V. stock for
approximately $165.5 million. The company stated it intends to
fund the purchase with a mix of cash, additional bank loans and
possibly with contributions from new investors and expects to
complete the transaction before year-end.

The following ratings are placed on Review for Possible
Downgrade:

Issuer: Grupo Posadas, S.A. de C.V.

  - Corporate Family Rating, Placed on Review for Possible
    Downgrade, currently Ba3

  - Senior Unsecured Regular Bond/Debenture, Placed on Review
    for Possible Downgrade, currently Ba3

Outlook Actions:

Issuer: Grupo Posadas, S.A. de C.V.

  - Outlook, Changed To Rating Under Review From Stable

Posadas is the largest hotel chain in Mexico, with international
operations in Argentina and Brazil, approximately 17,000 rooms
and third quarter 2005 LTM sales of approximately $447 million.


MERIDIAN AUTOMOTIVE: Requests Reorganization Filing Extension
-------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to
further extend their exclusive periods to:

    (1) file a plan of reorganization through April 21, 2006;
        and

    (2) solicit and obtain acceptances of that plan through
        June 30, 2006.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that the Debtors are now
in the process of producing a term sheet for a plan of
reorganization, to be timely delivered to their lenders and
creditors by Dec. 15, 2005.  The Debtors anticipate that this
term sheet will provide:

    -- a framework for negotiations towards a confirmable plan
       of reorganization; and

    -- a foundation and starting point for a meaningful dialogue
       between the Debtors and their creditors toward reaching
       their shared goal of a confirmable plan.

While the Debtors intend to timely deliver a plan term sheet by
December 15, Mr. Kosmowski notes that there is not enough time
between December 15 and December 22, the date the current
Exclusive Filing Period terminates, for the Debtors to bridge
the gap between a term sheet and a confirmable reorganization
plan.

Therefore, the Debtors want an extension of their Exclusive
Periods to facilitate the successful completion of the process
initiated by the Debtors' delivery of a business plan and
continued by their delivery of a plan term sheet.

"The chances of obtaining a confirmable plan of reorganization
will thus be enhanced if the Debtors are allowed to work with
their key creditor constituencies within a structure that keeps
all constituencies 'at the table,'" Mr. Kosmowski maintains.

Mr. Kosmowski asserts that to deny a further extension of the
Debtors' Exclusive Periods would jeopardize the significant
progress they have made in their Chapter 11 cases, thereby
defeating the very purpose of Section 1121 of the Bankruptcy
Code -- to afford a debtor a meaningful and reasonable
opportunity to negotiate with creditors and propose and confirm
a plan of reorganization.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and
other interior systems to automobile and truck manufacturers.
Meridian operates 22 plants in the United States, Canada and
Mexico, supplying Original Equipment Manufacturers and major
Tier One parts suppliers.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 26, 2005 (Bankr. D.
Del. Case Nos. 05-11168 through 05-11176).  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan
Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S.
Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq.,
and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
listed $530 million in total assets and approximately $815
million in total liabilities. (Meridian Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc., 215/945-7000).



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

AOL LATIN AMERICA: Files Sept. 2005 Monthly Operating Report
------------------------------------------------------------
On Nov. 22, 2005, America Online Latin America, Inc., and its
debtor-affiliates, filed their monthly operating report for the
month ended September 2005, with the United States Bankruptcy
Court for the District of Delaware.

For the month ending Sept. 30, 2005, the Company's Income
Statement shows:

                                                  Net Income/
                                      Revenue      Net Loss
                                      -------     -----------
America Online Latin                       $0       ($475,356)
America, Inc.

AOL Latin America Management,        $345,000       ($563,211)
LLC

AOL Puerto Rico Management            $67,566       ($160,870)
Services, Inc.

America Online Caribbean Basin,      $965,223        $330,781
Inc.

At Aug. 31, 2005, the Company's balance sheet shows:

              America Online Latin America, Inc.
              __________________________________

      Current Assets                        $17,520,269
      Total Assets                          702,647,757
      Current Liabilities                     6,259,080
      Total Liabilities                     166,259,080
      Total Stockholders' Equity           $536,388,677


              AOL Latin America Management, LLC
              _________________________________

      Current Assets                         $5,993,094
      Total Assets                            6,279,452
      Current Liabilities                    18,018,387
      Total Liabilities                      18,018,387
      Total Stockholders' Deficit          ($11,738,935)


          AOL Puerto Rico Management Services, Inc.
          _________________________________________

      Current Assets                           $199,195
      Total Assets                              342,345
      Current Liabilities                     6,174,414
      Total Liabilities                       6,195,893
      Total Stockholders' Deficit           ($5,853,548)


             America Online Caribbean Basin, Inc.
             ____________________________________

      Current Assets                        $17,905,228
      Total Assets                           17,925,378
      Current Liabilities                    (1,649,688)
      Total Liabilities                      (1,649,688)
      Total Stockholders' Equity            $19,575,066

A full-text copy of America Online Latin America, Inc., and its
debtor-affiliates' Monthly Operating Report for the month ended
August 2005, is available at no charge at:

               http://ResearchArchives.com/t/s?375

Headquartered in Fort Lauderdale, Florida, America Online Latin
America, Inc. -- http://www.aola.com/-- offers AOL-branded
Internet service in Argentina, Brazil, Mexico, and Puerto Rico,
as well as localized content and online shopping over its
proprietary network.  Principal shareholders in AOLA are
Cisneros Group, one of Latin America's largest media firms,
Brazil's Banco Itau, and Time Warner, through America Online.
The Company and its debtor-affiliates filed for chapter 11
protection on June 24, 2005 (Bankr. D. Del. Case No. 05-11778).
Pauline K. Morgan, Esq., and Edmon L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP and Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed total assets of $28,500,000
and total debts of $181,774,000.


DORAL FINANCIAL: Suspends Trading Under Employee Benefit Plans
--------------------------------------------------------------
Doral Financial Corporation (the "Company"), in a notice dated
December 2, 2005, informed its directors and executive officers
that the Doral Financial Corporation Retirement & Incentive
Savings Plan and the Doral Financial Corporation U.S. Retirement
& Incentive Savings Plan (collectively, the "Plans") will be
changing the options available for investment of employee
contribution accounts and the portion of employer contribution
accounts that is not invested in the Doral Financial Corporation
Unitized Stock Fund. As stated in the notice, Plan participants
will temporarily be unable to direct or diversify the investment
in their accounts or obtain distributions from the Plan during a
period that is expected to begin on January 2, 2006 and end on
January 13, 2006 (the "Blackout Period").

The notice further states the limitations on transactions during
the Blackout Period will impact the Doral Financial Corporation
Unitized Stock Fund maintained under each plan. Pursuant to
Section 306 of the Sarbanes-Oxley Act of 2002, directors and
executive officers of the Company are prohibited from directly
or indirectly purchasing, selling, or otherwise acquiring or
transferring any equity securities of the Company (including any
related derivative security), acquired in connection with their
service as a director or employment as an executive officer,
during the Blackout Period.

The Company received the notice required by Section 101(i)(2)(E)
of the Employee Retirement Income Security Act, as amended, on
December 1, 2005.

Inquiries concerning the Blackout Period or the notice should be
directed to Fernando Rivera-Munich, Executive Vice President and
General Counsel, at Doral Financial Corporation, Legal Division,
1451 F.D. Roosevelt Avenue, 9th Floor, San Juan, P. R. 00920, or
by telephone at (787) 474-6380.

On November 30, 2005, the "Company" entered into an Instrument
of Resignation, Appointment and Acceptance (the Instrument of
Resignation), by and among the Company, Deutsche Bank Trust
Company Americas (Deutsche Bank) and U.S. Bank National
Association (the Successor Trustee), with respect to each of the
following issues of public debt (collectively, the Notes):

- 7.84% Senior Notes due October 10, 2006

- 7.65% Senior Notes due March 26, 2016

- 7.00% Senior Notes due April 26, 2012

- 7.10% Senior Notes due April 26, 2017

- 7.15% Senior Notes due April 26, 2022

- Floating Rate Senior Notes due December 7, 2005

- Floating Rate Senior Notes due July 20, 2007

Pursuant to the terms of the Instrument of Resignation, Deutsche
Bank resigned as indenture trustee under each of the Company's
public indentures under which the Notes were issued and the
Successor Trustee accepted its appointment as trustee under each
indenture and assumed all the rights, powers and duties of
Deutsche Bank thereunder. In addition, under the Instrument of
Resignation, Deutsche Bank will continue to serve as registrar
and paying agent under each of the indentures.

Deutsche Bank resigned as trustee because of a technical
conflict of interest under the Trust Indenture Act of 1939, as
amended.

Copies of the Instrument of Resignation and the notices to the
holders of the Notes pursuant to the indentures are filed as
Exhibits 99.2, 99.3 and 99.4, respectively and are incorporated
herein by reference.

On December 2, 2005, Executive Vice President and General
Counsel Fernando Rivera-Munich wrote:

BLACKOUT NOTICE UNDER SARBANES-OXLEY ACT OF 2002

This notice is to inform you about certain special trading
restriction applicable to you as a director or executive officer
of Doral Financial Corporation (the Company) during the Blackout
Period that will be in effect as a result of certain changes
affecting the options available for investment under the Doral
Financial Corporation Retirement & Incentive Savings Plan and
the Doral Financial Corporation U.S. Retirement & Incentive
Savings Plan (collectively, the Plans). As a result of these
changes, plan participants will temporarily be unable to direct
or diversify investments in their accounts or obtain
distributions from the plan. These limitations on transactions
will impact the Doral Financial Corporation Unitized Stock Fund
maintained under each plan.

Beginning on Monday, January 2, 2006 at 4:00 p.m. Eastern
Standard Time (EST) and ending on Friday, January 13, 2006 at
4:00 p.m. EST, you will be prohibited from directly or
indirectly purchasing, selling, or otherwise acquiring or
transferring any equity securities of the Company (including any
related derivative security), acquired in connection with your
service as a director or employment as an executive officer. As
explained in more detail below, this prohibition is imposed by
Section 306 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-
Oxley Act) and the rules promulgated thereunder by the U.S.
Securities and Exchange Commission, commonly referred to as
Regulation BTR (Blackout Trading Restriction).

Generally, under Section 306 of the Sarbanes-Oxley Act,
directors and executive officers of the Company are prohibited
from directly or indirectly purchasing, selling, or otherwise
acquiring or transferring any equity securities of the Company
(including any related derivative security), acquired in
connection with their service as a director or employment as an
executive officer, during the period that participant
transactions are restricted under the Plans. IT IS IMPORTANT TO
NOTE THAT THESE TRADING RESTRICTIONS PROHIBIT DIRECTORS AND
EXECUTIVE OFFICERS FROM ENGAGING IN THESE ACTIVITIES BOTH WITHIN
AND OUTSIDE THE PLANS.

Although the trading restrictions described above are subject to
certain exceptions, given the complexity of the rules and the
short period of time involved, you should avoid any transactions
of this nature during the Blackout Period. In addition, pursuant
to the Company's pre-clearance procedures, which continue to
apply, you may not engage any transaction involving the
Company's equity securities (including any sale, purchase, gift,
loan, pledge, hedge, contribution to a trust or charity, equity
compensation plan transaction such as an option exercise, or any
other transfer) without first obtaining pre-clearance for such
transaction from the Company's General Counsel.

This notice is provided to you pursuant to Rule 104 of
Regulation BTR and Section 306 of the Sarbanes-Oxley Act.

If you have any questions concerning this notice or the Blackout
Period, you should contact Fernando Rivera-Munich, Executive
Vice President and General Counsel, at Doral Financial
Corporation, Legal Division, 1451 F.D. Roosevelt Avenue, 9 th
Floor, San Juan, P. R. 00920, or by telephone at (787) 474-6380.

EXECUTION COPY

THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this
Instrument), dated as of November 30, 2005 (Effective Date), is
by and among Doral Financial Corporation, a corporation duly
organized and existing under the laws of Puerto Rico (the
Company), Deutsche Bank Trust Company Americas, a corporation
duly organized and existing under the laws of the State of New
York formerly known as Bankers Trust Company (the Resigning
Trustee), and U.S. Bank National Association, a national banking
association duly organized and existing under the laws of the
United States (the Successor Trustee). Capitalized terms not
otherwise defined herein shall have the same meaning ascribed to
such terms in the Indenture.

RECITALS

WHEREAS, the Resigning Trustee acts as trustee under (i) that
certain Indenture dated as of October 10, 1996 as supplemented
by the First Supplemental Indenture dated as of October 19, 1998
(as so supplemented, the 1996 Indenture) pursuant to which the
Company issued its 7.84% Senior Notes due 2006 and (ii) that
certain Indenture dated as of May 14, 1999 as supplemented by
the First Supplemental Indenture dated as of March 30, 2001 (as
so supplemented, the 1999 Indenture, together with the 1996
Indenture, the Indentures and each an Indenture) pursuant to
which the Company issued six series of Senior Notes and Floating
Rate Senior Notes as set forth on Exhibit A attached hereto and
made a part hereof;

WHEREAS, the Resigning Trustee desires to resign as trustee
under each Indenture;

WHEREAS, the Company desires to appoint the Successor Trustee as
successor trustee for each Indenture and the Successor Trustee
desires to accept the foregoing appointments;

NOW, THEREFORE, in consideration of the covenants herein and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1. Resignation of Resigning Trustee; Acceptance of Resignation;
Appointment of Successor Trustee. Pursuant to Section 608 of the
1996 Indenture and Section 6.10 of the 1999 Indenture, the
Resigning Trustee hereby resigns as indenture trustee under each
of the Indentures. The Company accepts the resignation of the
Resigning Trustee as trustee and hereby appoints the Successor
Trustee as trustee under each Indenture and confers on the
Successor Trustee all the rights powers and duties of the
Resigning Trustee under each Indenture, except as expressly
reserved by the Resigning Trustee in this Agreement.

2. Company Representations and Warranties. The Company
represents and warrants to the Successor Trustee that:

a. Each Indenture was validly and lawfully executed and
delivered by the Company, has not been amended or modified
except in accordance with duly executed and delivered
supplemental indentures, and is in full force and effect at this
time.

b. The notes issued under the terms of the Indentures are
validly issued and outstanding securities of the Company and
that the principal amounts outstanding are correctly set forth
on Exhibit B.

c. No default or Event of Default has occurred and is continuing
as of the date of this Instrument except as disclosed in writing
by the Company to the Successor Trustee on or before the date
hereof.

d. The Company is a corporation organized under the laws of
Puerto Rico and is validly existing and in good standing under
the laws of Puerto Rico; and

e. The execution and delivery of this Instrument have been duly
authorized by the Company.

3. Resigning Trustee Representations and Warranties . The
Resigning Trustee hereby represents and warrants to the
Successor Trustee that:

a. No covenant or condition contained in the Indentures has been
waived by the Resigning Trustee or, to the knowledge of the
responsible officers of the Resigning Trustee assigned to its
corporate trust department, by the Holders of the percentage in
aggregate principal amount of the notes required by the
Indentures to effect any such waiver.

b. There is no action, suit or proceeding pending or, to the
knowledge of the responsible officers of the Resigning Trustee
assigned to its corporate trust department, threatened against
the Resigning Trustee before any court or governmental authority
arising out of any action or omission by the Resigning Trustee
as trustee, paying agent and security registrar under the
Indentures.

c. The Resigning Trustee is not aware of any facts that would
constitute the basis for an indemnification claim by the
Resigning Trustee under either of the Indentures.

d. To the best knowledge of the responsible officers of the
Resigning Trustee assigned to its corporate trust department,
the Resigning Trustee has lawfully discharged its duties as
trustee under the Indentures.

e. The Resigning Trustee shall endeavor to deliver to Successor
Trustee, as of or immediately after the Effective Date hereof,
all of the documents listed in Exhibit C hereto, including other
documents reasonably obtainable as mutually agreed upon, and
shall further deliver such other related documents as may be
reasonably requested by the Successor Trustee from time to time.

f. The execution and delivery of this Instrument have been duly
authorized by the Resigning Trustee, and this Instrument
constitutes the Resigning Trustee's legal, valid, binding and
enforceable obligation.

g. The amounts set forth on Exhibit B attached hereto and made a
part hereof constitute the outstanding principal amounts due and
owing under the notes issued pursuant to the terms of each of
the Indentures, the date through which interest has been paid
under the respective notes and the amount held in any trust
account maintained by the Resigning Trustee in its role as
trustee under the terms of each Indenture.

h. To the best knowledge of the responsible officers of the
Resigning Trustee assigned to its corporate trust department,
the Indentures have not been amended or modified except as
provided in the supplemental indentures provided to the
Successor Trustee hereunder and each such Indenture is in full
force and effect.

i. The Resigning Trustee is holding no money or tangible
property in trust under either of the Indentures.

4. Company Certification . The Company hereby certifies to the
Successor Trustee and the Resigning Trustee that the Company and
the officer of the Company who has executed this Instrument is
duly authorized to (a) accept the Resigning Trustee's
resignation as trustee under each Indenture, (b) appoint the
Successor Trustee as trustee under each Indenture and (c)
execute and deliver such agreements and other instruments as may
be necessary or desirable to effectuate the succession of the
Successor Trustee as trustee under each Indenture. The Company
further represents and warrants to the Successor Trustee and the
Resigning Trustee that, to the extent necessary under Section
608 of the 1996 Indenture and Section 6.10 of the 1999
Indenture, the Company has obtained the requisite board
resolution appointing the Successor Trustee and approving of the
matters contained herein.

5. Successor Trustee Representations and Warranties . The
Successor Trustee represents and warrants to the Resigning
Trustee and the Company that:

a. Subject to the representations herein, the Successor Trustee
is eligible and qualified under each Indenture and under the
Trust Indenture Act of 1939, as amended, to act as trustee under
each Indenture as of the date hereof.

b. This Instrument has been duly authorized, executed and
delivered on behalf of the Successor Trustee, and this
Instrument constitutes the Successor Trustee's legal, valid,
binding and enforceable obligation.

6. Acceptance by Successor Trustee. The Successor Trustee hereby
accepts the appointment as trustee under paragraph 1 of this
Instrument and shall hereby be vested with all the rights,
powers and duties of the Resigning Trustee thereunder as of the
Effective Date, except as expressly provided otherwise in this
Instrument. The Successor Trustee, however, assumes no
responsibility for any actions or omissions occurring or not
occurring prior to the Effective Date.

7. Assignment etc. by Resigning Trustee.  The Resigning Trustee
hereby confirms, assigns, transfers, delivers and conveys to the
Successor Trustee, as indenture trustee under each Indenture,
upon the trusts expressed in each Indenture, all rights, powers,
trusts privileges, duties and obligations which the Resigning
Trustee now holds under and by virtue of each Indenture, and
effective as of such date does hereby assign over to the
Successor Trustee any and all property and money held by the
Resigning Trustee under and by virtue of each Indenture, with
like effect as if the Successor Trustee was originally named as
trustee under each Indenture.

8. Paying Agent/Registrar. The Resigning Trustee does not resign
as registrar and paying agent under each Indenture, but it
agrees and the Company agrees that from and after the Effective
Date, all amounts owing under either Indenture by the Company
shall be paid by the Company to the Successor Trustee, in the
first instance, for subsequent distribution to the Resigning
Trustee, in its capacity as paying agent, and by such paying
agent thereafter in accordance with the relevant Indenture.

9. Additional Documentation. The Resigning Trustee, for the
purposes of more fully and certainly vesting in and confirming
to the Successor Trustee the rights, powers, trusts, privileges,
duties and obligations hereby assigned, transferred, delivered
and conveyed, agrees, upon reasonable request of the Successor
Trustee, to execute, acknowledge and deliver such further
instruments of conveyance and further assurance and to do such
other things as may reasonably be required by the Successor
Trustee. The Company hereby agrees to execute and deliver such
further agreements and other instruments as may be reasonably
necessary or desirable to effectuate the succession of the
Successor Trustee under each of the Indentures.

10. Additional Agreements by Company. Pursuant to Section 608 of
the 1996 Indenture and Section 6.10 of the 1999 Indenture, the
Company will provide notice to the holders of the notes issued
pursuant to the Indentures of the resignation of the Resigning
Trustee and the appointment of the Successor Trustee as
indenture trustee under each of the Indentures.

11. Survival of Certain Rights of Resigning Trustee.
Notwithstanding this Instrument and the resignation of the
Resigning Trustee, the Resigning Trustee shall retain all rights
and entitlements relating to its service as Indenture Trustee or
trustee under each Indenture arising or accruing on or before
the Effective Date, including without limitation, all
entitlements to the payment of its fees and reimbursement of its
expenses. In the event and to the extent the Successor Trustee
shall exercise any lien upon the distributions to holders of the
notes or otherwise becomes entitled to receive payment of any
fees and expenses as trustee under each Indenture for any reason
at a time when the fees and expenses of the Resigning Trustee
have not been fully paid, it shall do so for both its own fees
and expenses and the outstanding Resigning Trustee, for any fees
and expenses of the Resigning Trustee incurred in connection
with its duties under each Indenture prior to the Effective
Date.

12. Choice of Laws. This Instrument shall be governed by and
construed in accordance with the laws of the State of New York.

13. Counterparts. This Instrument may be executed in any number
of counterparts, each of which, when so executed and delivered,
shall be an original, but all counterparts shall constitute but
one Instrument.

14. Effectiveness. This Instrument and the resignation,
appointment and acceptance effected hereby shall be effective as
of the close of business on the date first set forth above (the
"Effective Date"), upon the execution and delivery hereof by
each of the parties hereto.

15. Notices. All notices, whether faxed or mailed, will be
deemed received when sent to the following addresses:

TO THE SUCCESSOR TRUSTEE:
Laura Moran
Vice President
U.S. Bank National Association
Corporate Trust Services
One Federal Street - Third Floor
Boston, Massachusetts 02110

TO THE RESIGNING TRUSTEE:
Deutsche Bank Trust Company Americas
Stanley Burg
Deutsche Bank Trust Company Americas
MS NYC60-2720
60 Wall Street
New York, NY 10005-2858
TO THE COMPANY:
Doral Financial Corporation
1451 FD Roosevelt Avenue
San Juan, PR 00920

TO THE HOLDERS OF THE 7.84%
SENIOR NOTES DUE OCTOBER 10, 2006
OF DORAL FINANCIAL CORPORATION:
(CUSIP 320214AA7) *
Re: APPOINTMENT OF SUCCESSOR TRUSTEE

Pursuant to Section 608(f) of the Indenture dated as of October
10, 1996 between Doral Financial Corporation, as successor-in-
interest to First Financial Caribbean Corporation (the Company),
and Deutsche Bank Trust Company Americas (formerly known as
Bankers Trust Company) (the Original Trustee), the Company
hereby notifies the holders of the above-referenced securities
that as of the date hereof, the resignation of the Original
Trustee and the appointment of U.S. Bank National Association,
as successor trustee, have become effective.

The Corporate Trust Office of the successor trustee is located
at:

U.S. Bank National Association
Corporate Trust Service
One Federal Street - Third Floor
Boston, MA 02110

The Original Trustee will continue to serve as Registrar and
Paying Agent with respect to the above-referenced securities.

Dated: November 30, 2005     DORAL FINANCIAL CORPORATION

This CUSIP number has been assigned by Standard and Poor's, and
is included solely for the convenience of the holders. None of
the Original Trustee, the successor trustee or the Company is
responsible for, nor does any of them make any representation
regarding, the selection, use or correctness thereof.

TO THE HOLDERS OF THE
FOLLOWING ISSUES OF NOTES OF
DORAL FINANCIAL CORPORATION:
Re: APPOINTMENT OF SUCCESSOR TRUSTEE

- Floating Rate Senior Notes due July 20, 2007(CUSIP 25811PAK6)

- Floating Rate Senior Notes due December 7, 2005 (CUSIP
25811PAJ9)

- 7.65% Senior Notes due March 26, 2016 (CUSIP 25811PAE0)

- 7.00% Senior Notes due April 26, 2012 (CUSIP 25811PAF7)

- 7.10% Senior Notes due April 26, 2017 (CUSIP 25811PAG5)

- 7.15% Senior Notes due April 26, 2022 (CUSIP 25811PAH3)

Pursuant to Section 6.10(f) of the Indenture dated as of May 14,
1999 between Doral Financial Corporation, as successor-in-
interest to First Financial Caribbean Corporation (the Company),
and Deutsche Bank Trust Company Americas (formerly known as
Bankers Trust Company) (the Original Trustee), as supplemented
by the First Supplemental Indenture dated as of March 30, 2001,
the Company hereby notifies the holders of the above-referenced
securities that as of the date hereof, the resignation of the
Original Trustee and the appointment of U.S. Bank National
Association, as successor trustee, have become effective.

The corporate trust office of the successor trustee is located
at:

U.S. Bank National Association
Corporate Trust Service
One Federal Street - Third Floor
Boston, MA 02110

The Original Trustee will continue to serve as Registrar and
Paying Agent with respect to the above-referenced securities.

CONTACTS: DORAL FINANCIAL CORPORATION
          Richard F. Bonini / Lucienne Gigante
          212-329-3733



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

PETROZUATA FINANCE: Bond Ratings Remain on CreditWatch, Negative
----------------------------------------------------------------
RATIONALE

The ratings on Petrozuata Finance Inc.'s $252 million bonds due
2009, $625 million bonds due 2017, and $75 million bonds due
2022 remain on CreditWatch with negative implications, where
they were placed on July 19, 2005.

Petrozuata Finance's bonds are guaranteed by Petrolera Zuata,
Petrozuata C.A. (Petrozuata). Petrozuata is a heavy oil
production and upgrading project in Venezuela owned by Conoco
Orinoco (50.1%), a subsidiary of ConocoPhillips (A-/Stable/A-2),
and PDVSA Petroleo Y Gas (49.9%), a subsidiary of Petroleos de
Venezuela S.A. (PDVSA; B+/Stable/--).

The CreditWatch listing reflects the potential for the
government to increase tax and royalty payments due from the
project, especially regarding back payments on what it may view
as Petrozuata's overproduction of heavy oil from contractual
limits and Petrozuata's unauthorized use of natural gas
associated with heavy oil production. Because Petrozuata does
not retain much cash at the project level--as with almost all
projects--its limited liquidity could make it difficult to pay a
large obligation in a timely manner.

The 'B+' rating reflects the following risks:

  - Petrozuata is based in Venezuela, a country that remains
    highly politically polarized and economically challenged,
    which exposes the project to the risk of government
    intervention that could negatively affect operations and
    financial performance. The government's unilateral increase
    in the project's royalty rate to 16.6% from 1% in October
    2004 and potential rise in tax rates and obligations clearly
    illustrates this risk;

  - Upgrader operations rely on feedstocks from third parties
    and PDVSA. During the early 2003 strike that shut down
    PDVSA's operations, Petrozuata was unable to obtain natural
    gas from PDVSA or hydrogen supplied by third parties, and
    had to close operations for about two months;

  - ConocoPhillips' obligation to purchase the output can be
    suspended when either of the designated refineries, Lake
    Charles on the U.S. Gulf Coast and Lake Cardon in Venezuela,
    close for maintenance or when force majeure events occur;

  - Senior lenders (including bondholders) may be unable to
    enforce fixed-asset collateral security in Venezuela; and

  - The project is exposed to commodity price risk because,
    while it does have long-term contracts for offtake, prices
    are indexed to market.

Offsetting these risks at the 'B+' level are the following
strengths:

  - Petrozuata has strong economics due to a low break-even Maya
    crude oil price that ranges from about $9 per barrel to $13
    per barrel, although the break-even price would rise
    somewhat if tax rates are increased;

  - Operations remain encouraging, with average heavy oil and
    syncrude production rates above pro forma levels. A recently
    completed environmental capital program for the upgrader
    should lead to improved operational and financial
    performance;

  - The project is not exposed to marketing risk, because
    ConocoPhillips and PDVSA have agreed to purchase 104,000
    barrels per day (bpd) of syncrude production in the absence
    of third-party sales, through a contract that expires well
    beyond the debt tenor;

  - There is low risk that the reserves supplying the Petrozuata
    project will be insufficient to maintain production rates
    over the debt tenor;

  - The project has important strategic and economic value to
    Venezuela, by way of monetizing the heavy oil reserves in
    hard currencies and through the payment of royalties and
    taxes; and

Petrozuata continues to generate strong cash flow in a high oil
price environment. The debt service coverage ratio (DSCR) was
very solid at 5.9x for year-ended June 30, 2005.

Primary Credit Analyst: Terry A Pratt, New York
(1) 212-438-2080; terry_pratt@standardandpoors.com

Secondary Credit Analyst: John Thieroff, New York
(1) 212-438-7695; john_thieroff@standardandpoors.com






                            ***********


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
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Copyright 2005.  All rights reserved.  ISSN 1529-2746.

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