TCRLA_Public/051226.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Monday, December 26, 2005, Vol. 6, Issue 255

                            Headlines


A R G E N T I N A

APAK S.A.: Enters Bankruptcy on Court Orders
COOPERATIVA DE VIVIENDA: Files Petition to Reorganize
EABSA S.A.: Debt Payments Halted, Set to Reorganize
EDEMSA: Local Fitch Maintains D(arg) Debenture Rating
EL MANZANAR: Verification Deadline Fixed

EUROMAYOR: Moody's Reaffirms Junk Rating on $10M of Bonds
GORI DANTE: To Hold Informative Assembly Feb. 15
GRUPO SEGURCITY: Debt Payments Halted, Moves to Reorganize
HUACO IMPORTACIONES: Seeks Reorganization Approval from Court
IMPSA: Moody's Leaves Default Rating on Bonds Unchanged

MASTELLONE HERMANOS: Moody's Reaffirms 'D' Rating to $7M Bonds
SANCOR: Local Moody's Assigns Ba3 Rating on Bonds
SIDECO AMERICANA: Fitch Maintains Rating on $13.5M Bonds
SYM SISTEMAS: Asks Court for Reorganization
WEB LOGISTICS: Debt Payments Halted, Set to Reorganize


B E R M U D A

GLOBAL CROSSING: Appoints New Chief Accounting Officer


B R A Z I L

ELETROPAULO METROPOLITANA: Regulator OKs $107.4M Debenture Issue
SADIA: S&P Affirms 'BB' Rating; Outlook Stable


C A Y M A N   I S L A N D S

BAILEY COATES: To Hold Final General Meeting Jan. 30
BOTL ASSET: To Lay Winding Up Accounts Before Jan. 12 Meeting
CHAMPLAIN LIMITED: Fitch Assigns 'B-' to Variable-Rate Notes
MED CAP: Final General Meeting Set for Jan. 12
O-REIT 1: To Authorize Liquidators to Retain Records

PHOENIX INVESTMENT: To Report on Manner of Liquidation Jan. 12
PMP ONE: To Present Winding Up Accounts to Members Jan. 20
PMP TWO: To Lay Accounts on Liquidation Jan. 19
TRADE & COMMERCE: Petitions for Creditor Protection in US
TRADE AND COMMERCE: Issues Chapter 15 Petition Summary

TRAXIS INC: To Hold Extraordinary Final Meeting on Jan. 13


C O L O M B I A

BANCOLOMBIA: Fitch Affirms Ratings


E C U A D O R

ROYAL SHELL: Disposes of Ecuador Retail Business to Primax


M E X I C O

ASARCO: Gets Final Order to Use Mitsui's Cash Collateral
AUTOPISTA DEL MAYAB: Moody's Cuts Ratings; Outlook is Stable
BALLY TOTAL: Enters Purchase Agreement Amendment
BALLY TOTAL: Extends Closing Date for Sale of Crunch Fitness
CALPINE CORP: S&P Cuts Ratings to 'D' After Bankruptcy Filing

CALPINE CORP: Issues Chapter 11 Case Summary
EMPRESAS ICA: Buys Vinci's Remaining SETA Stake


P A R A G U A Y

ACEPAR: Inks Deal With Workers to Restructure Pay Categories


U R U G U A Y

PETROLERA DEL CONOSUR: Gets $29M From Uruguayan Parent
ROYAL SHELL: Inks Sale and Purchase Agreements with Petrobras

     -  -  -  -  -  -  -  -

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

APAK S.A.: Enters Bankruptcy on Court Orders
--------------------------------------------
Apak S.A. enters bankruptcy protection after Court No. 23 of
Buenos Aires' civil and commercial tribunal, with the assistance
of Clerk No. 45, 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. Pablo Daniel
Exposito as trustee. Mr. Exposito will be verifying creditors'
proofs of claim until the end of the verification phase on March
2, 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 April 14, 2006 followed by the general report, which is due
on May 31, 2006.

CONTACT:  Mr. Pablo Daniel Exposito, Trustee
          Avda. Cordoba 859
          Buenos Aires


COOPERATIVA DE VIVIENDA: Files Petition to Reorganize
-----------------------------------------------------
Cooperativa de Vivienda, Credito y Consumo 2 de Abril Ltda.
filed a "Concurso Preventivo" motion, reports La Nacion. The
Company is seeking to reorganize its finances following
cessation of debt payments since Oct. 18, 2005. The Company's
case is pending before Buenos Aires' civil and commercial Court
No. 9, who is assisted by Clerk No. 17.

CONTACT:  Cooperativa de Vivienda, Credito y Consumo 2 de Abril  
          Ltda.
          Santiago del Estero 315
          Buenos Aires


EABSA S.A.: Debt Payments Halted, Set to Reorganize
---------------------------------------------------
Court No. 13 of Buenos Aires' civil and commercial tribunal is
now analyzing whether to grant Eabsa S.A. approval for its
petition to reorganize. La Nacion recalls that the company filed
a "Concurso Preventivo" petition following cessation of debt
payments. Clerk No. 26 is assisting the court on the Company's
case.

CONTACT:  Eabsa S.A.
          Parana 791
          Buenos Aires


EDEMSA: Local Fitch Maintains D(arg) Debenture Rating
-----------------------------------------------------
The Argentine arm of credit ratings agency Fitch Ratings
maintains its D(arg) local scale rating on US$150 million
debentures issued by Empresa Distribuidora de Electricidad de
Mendoza S.A (Edemsa), reports Business News Americas.

Fitch attributed the rating action to the power distributor's
limited capacity to generate cash flow given the high level of
uncertainty in the electric sector.

The lack of definition by Mendoza's government to improve
Edemsa's economic and financial situation seriously impacts the
Company's ability to generate funds and hinders it from carrying
out any debt restructuring.


EL MANZANAR: Verification Deadline Fixed
----------------------------------------
The verification of creditors' claims for the El Manzanar de
Macedo S.A. insolvency case is set to end on March 2, 2006,
states Infobae. Mr. Luis Alberto Cortes, the court-appointed
trustee tasked with examining the claims, will submit the
validation results as individual reports on April 18, 2006. He
will also present a general report in court on June 1, 2006.

On Oct. 17 next year, the company's creditors will vote on the
settlement proposal prepared by the company. Infobae adds that
Court No. 15 of Buenos Aires' civil and commercial tribunal
handles the Company's reorganization case. Clerk No. 29 assists
the court in the proceedings.

CONTACT:  El Manzanar de Macedo S.A.
          Sarmiento 1469
          Buenos Aires

          Mr. Luis Alberto Cortes, Trustee
          Avda. Cordoba 1646
          Buenos Aires


EUROMAYOR: Moody's Reaffirms Junk Rating on $10M of Bonds
---------------------------------------------------------
Moody's Latin America Calificadora de Riesgo S.A. reaffirmed its
`C' rating on US$10 million worth of corporate bonds issued by
Euromayor S.A. de Inversiones, securities regulator, the CNV,
reveals on its Web site.

The action affected bonds called "Primera Serie por 10
milliones de US$ dentro de un Programa Global," matured on
April 28, 2003.

The rating action was based on Euromayor's financial situation s
of Oct. 31, 2005

Moody's assigns a `C' rating to financial obligations that have
a risk of nonpayment.


GORI DANTE: To Hold Informative Assembly Feb. 15
------------------------------------------------
The informative assembly of Gori Dante y Osvaldo S.H. will be
held on Feb. 15 next year, Infobae reports. The assembly is the
final stage of the Company's reorganization where the settlement
proposal is presented to the Company's creditors for approval.

Gori Dante y Osvaldo S.H. began reorganization following the
approval of its petition by Court No. 8 of Melincue's civil and
commercial tribunal.


GRUPO SEGURCITY: Debt Payments Halted, Moves to Reorganize
----------------------------------------------------------
Court No. 2 of Buenos Aires' civil and commercial tribunal is
studying the request for reorganization submitted by local
company Grupo Segurcity S.A., says La Nacion.

The report adds that that the Company filed a "Concurso
Preventivo" petition following cessation of debt payments on
Nov. 18, 2005.

The city's Clerk No. 3 assists the court on this case.

CONTACT:  Grupo Segurcity S.A.
          Acoyte 1360
          Buenos Aires


HUACO IMPORTACIONES: Seeks Reorganization Approval from Court
-------------------------------------------------------------
Buenos Aires' civil and commercial Court No. 5 is currently
reviewing the merits of the reorganization petition filed by
Huaco Importaciones S.A. Argentine daily La Nacion reports that
the Company filed the request after defaulting on its debt
payments since Dec. 15, 2004.

The reorganization petition, if granted by the court, will allow
Huaco Importaciones S.A. to negotiate a settlement with its
creditors in order to avoid a straight liquidation. Clerk No. 9
assists the court on this case.

CONTACT:  Huaco Importaciones S.A.
          Suipacha 556
          Buenos Aires


IMPSA: Moody's Leaves Default Rating on Bonds Unchanged
-------------------------------------------------------
Moody's Latin America Calificadora de Riesgo S.A. is maintaining
'D' rating on US$150 million worth of bonds issued by Industrias
Metalurgicas Pescarmona, says the CNV.

The affected bonds, described as "2(a) Serie emitida por U$150
millones del Programa Global de U$S 250 millones," matured on
May 30 2002.

The rating action was taken based on the Company's financial
status as of Oct. 31, 2005.

CONTACT: Industrias Metalurgicas Pescarmona
         Rodriguez Pena 2451
         Godoy Cruz, Mendoza
         Argentina

         Telephone: 54 1 315 2400
         Fax: 54 1 315 2388


MASTELLONE HERMANOS: Moody's Reaffirms 'D' Rating to $7M Bonds
--------------------------------------------------------------
Moody's Latin America Calificadora de Riesgo S.A. assigned a 'D'
rating on US$7,091,000 worth of bonds issued by Mastellone
Hermanos S.A., the CNV revealed on its Web site. Fitch said the
rating, based on the Company's finances as of Sep. 30, 2005, is
assigned to bonds that are in payment default. The affected
bonds are described as "Obligaciones Negociables monto original
U$S225 millones." Final maturity of the issue is unknown.


SANCOR: Local Moody's Assigns Ba3 Rating on Bonds
-------------------------------------------------
Moody's Latin America Calificadora de Riesgo S.A. assigned a Ba3
rating on bonds issued by dairy cooperative SanCor Cooperativas
Unidas Limitada, securities regulator, the CNV, revealed on its
Web site. The rating affects the following:

  -- US$19 million worth of bonds that matured on Jan. 27, 2004.
     The bonds are classified under Series and/or Class and
     carry the description "Serie 2, bajo el Programa de Ons.
     por U$S 300 millones;"

  -- US$75.8 million worth of bonds that matured on Jan. 27,
     2004. These bonds are classified under Series and/or Class
     and carry the description "Serie 3, bajo el Programa de
     Ons. por U$S 300 millones."

The rating action is based on Sancor Coop.'s financial status as
of Sep. 30, 2005. Obligations rated Ba3 are judged to have
speculative elements and are subject to substantial credit risk.


SIDECO AMERICANA: Fitch Maintains Rating on $13.5M Bonds
--------------------------------------------------------
Fitch Argentina Calificadora de Reisgo S.A. maintained the
'B(arg)' rating given to US$56 million worth of corporate bonds
issued by Sideco Americana S.A. The rating, based on the
Company's finances as of Sep. 30, 2005, affects US$13.5 million
worth of bonds described as "Obligaciones
Negociables." The issue will mature Sep. 30, 2014.

Fitch explains that the 'B(arg)' rating indicates significant
credit risk although a limited margin of safety remains.
Financial commitments at this point are still being met.
However, capacity for continued payment depends on a sustained,
favorable business and economic environment.

CONTACT: Sideco Americana S.A.
         Carlos Maria Della Paolera 299 P 27 1001)
         Buenos Aires
         Tel: (011) 4319-3800
         Fax:(011) 4319-3880


SYM SISTEMAS: Asks Court for Reorganization
-------------------------------------------
SYM Sistemas y Microfilmacion S.R.L., a company operating in
Buenos Aires, has requested for reorganization after failing to
pay its liabilities since July 4, 2005.

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

The case is pending before Court No. 3. Clerk 5 assists on this
case.

CONTACT:  SYM Sistemas y Microfilmacion S.R.L.
          Dean Funes 488
          Buenos Aires


WEB LOGISTICS: Debt Payments Halted, Set to Reorganize
------------------------------------------------------
Buenos Aires' civil and commercial Court No. 22 is reviewing the
merits of Web Logistics S.A. y Web Freight Forwader S.R.L.
petition to reorganize. La Nacion recalls that the Company filed
the petition following cessation of debt payments.
Reorganization will allow Web Logistics S.A. y Web Freight
Forwader S.R.L. to avoid bankruptcy by negotiating a settlement
with its creditors.

Clerk No. 44 is assisting the court on the Company's case.

CONTACT:  Web Logistics S.A. y Web Freight Forwader S.R.L.
          Aime Paine 1635
          Buenos Aires



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

GLOBAL CROSSING: Appoints New Chief Accounting Officer
------------------------------------------------------
Global Crossing Limited (the "Company") appointed on Thursday
Robert A. Klug, age 38, to serve as chief accounting officer of
the Company, succeeding William I. Lees, Jr., whose employment
was terminated on December 16, 2005.

Mr. Klug has been employed at the Company since 1997 in various
senior financial roles, including vice president cost of access
(June 2004 - December 2005), vice president finance operations
(2002 - June 2004), chief financial officer - Americas (2001 -
2002), chief financial officer - subsea operations (1999 -
2001), and chief accounting officer (1997 - 1999). Prior to his
tenure at the Company, Mr. Klug was an audit manager with Price
Waterhouse in Canada and Bermuda for eight years.

In his new role, Mr. Klug qualifies for participation in the
Global Crossing Limited Key Management Protection Plan, which
provides enhanced severance benefits if a participant's
employment is terminated by the Company (other than for cause or
by reason of death or disability), or if he or she terminates
employment for "good reason" (generally, an unfavorable change
in employment status or compensation).

The severance benefits that Mr. Klug would be entitled to under
the plan include (i) a lump sum payment equal to his annual base
salary plus target bonus opportunity, (ii) a prorated portion of
his annual target bonus for the year in which the termination
occurs, (iii) continuation of life and health insurance coverage
for one year and (iv) payment for outplacement services in an
amount not to exceed 30% of his base salary.

CONTACT:  Global Crossing
          Press Contacts
          Adriana Huerta
          Latin America
          Phone: 1 305-808-5919
          E-mail: LatAmPR@globalcrossing.com

          Kendra Langlie
          Latin America
          Phone: 1 305-808-5912
          E-mail: LatAmPR@globalcrossing.com

          Becky Yeamans
          Phone: 1 973-937-0155
          E-mail: PR@globalcrossing.com

          Analysts/Investors Contact
          Laurinda Pang
          Phone: 1 800-836-0342
          E-mail: glbc@globalcrossing.com
          URL: http://www.globalcrossing.com



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

ELETROPAULO METROPOLITANA: Regulator OKs $107.4M Debenture Issue
----------------------------------------------------------------
The Brazilian Securities Exchange has given a green light to
electric power utility Eletropaulo Metropolitana Eletricidade de
Sao Paulo SA's issue of non-convertible debentures totaling
BRL250 million ($107.4 million), reports Dow Jones Newswires.

The debentures, which will mature in December 2013, will pay an
annual interest rate of 2.5% over the local interbank rate,
called DI. The issue will be coordinated by Banco Votorantim SA.

Eletropaulo, which is controlled by a joint venture of
Arlington, Va.-based AES Corp. (AES) and Brazil's National
Development Bank, is the largest electricity distributor in
Latin America in terms of revenues.

The Company has a 30-year exclusive concession (beginning in
1998) to distribute electricity to a service territory that
includes 5.3 million customers in 24 municipalities in the
greater Sao Paulo metropolitan area.

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


SADIA: S&P Affirms 'BB' Rating; Outlook Stable
----------------------------------------------
Standard & Poor's Rating Services has affirmed its 'BB' long-
term corporate credit rating on Sadia S.A. The affirmation
follows Sadia's recent announcement of a Brazilian reais (BrR)
1.5 billion (about $650 million) capital investment for the
construction of a new production plant in the Brazilian state of
Mato Grosso. The outlook is stable. The company's total debt
amounted to about $1.3 billion at September 2005.

"While higher capital expenditures and working capital
requirements expected for the next four years should affect
Sadia's free operating cash flow (FOCF) generation, we believe
the company will retain its ability to generate FOCF after the
new investment cycle is concluded," said Standard & Poor's
credit analyst Tamara Berenholc. "We expect Sadia to report
minimal FOCF generation in 2005 (if not marginally negative),
and negative FOCF in 2006," she added. Sadia announced its total
capital expenditures in 2005 will reach BrR600 million (about
$240 million). The company also stated it intends to invest
BrR850 million (about $350 million) in 2006, which includes the
construction of three new production units in the state of Mato
Grosso. Sadia invested an average of BrR140 million in the 2001-
2004 period.

The assignment of a foreign currency rating on Sadia that is
above that of the Federative Republic of Brazil reflects our
review of the transfer and convertibility risk (T&C risk)
affecting entities in Brazil and other countries announced on
Nov. 3, 2005. The reassessment of T&C risk affecting Sadia has
considered its strong business fundamentals, its export ability
and its relatively prudent financial policies.

The stable outlook on the ratings reflects our expectations that
Sadia will maintain its current strong levels of exports and its
leadership in Brazil to mitigate the risks associated with its
operations. A positive change of the ratings or outlook would
depend on Sadia's ability to reach higher operating margins and
a more diversified and value-added product mix on exports. A
further reduction of Sadia's financial arbitrage position
relative to its assets and equity bases would be positive for
the ratings. Conversely, the ratings could suffer downward
pressure in a scenario of more negative performance of the local
economy combined with depressed local demand and consumption
levels, when international markets do not offer a profitable
sales alternative.

With net sales of BrR7.1 billion (approximately $2.8 billion) in
the 12 months ended September 2005, Sadia holds a leading
position in the poultry, pork, and frozen and refrigerated
processed food segments in Brazil. Such strong market presence
is supported by Sadia's brand awareness both for the quality and
diversification of its product mix, as well as by its extensive
refrigerated distribution network in the country.

Primary Credit Analyst: Tamara Berenholc, Sao Paulo
(55) 11-5501-8950; tamara_berenholc@standardandpoors.com

Secondary Credit Analyst: Jean-Pierre Cote Gil, Sao Paulo
(55)-11-5501-8949; jp_gil@standardandpoors.com



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

BAILEY COATES: To Hold Final General Meeting Jan. 30
----------------------------------------------------
           BAILEY COATES GENERAL PARTNER LIMITED
                (In Voluntary Winding Up)
                    ("The Company")
             The Companies Law (2004 Revision)

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of the Company will be held
at the offices of Kroll (Cayman) Limited, 4th Floor, Bermuda
House, Cayman Financial Centre, George Town, Grand Cayman,
Cayman Islands, on 30th January 2006 at 10:00 am for the purpose
of presenting to the members an account of the winding up of the
Company and giving any explanation thereof.

CONTACT:  GORDON I. MACRAE
          Joint Voluntary Liquidator
          Contact for enquiries: David Griffin
          Kroll (Cayman) Limited
          4th Floor Bermuda House
          Cayman Financial Centre, Grand Cayman
          Cayman Islands
          Telephone: +1 (345) 946 0081
          Facsimile: +1 (345) 946 0082


BOTL ASSET: To Lay Winding Up Accounts Before Jan. 12 Meeting
-------------------------------------------------------------
             BOTL ASSET FUNDING CORPORATION
               (In Voluntary Liquidation)
           The Companies Law (2004 Revision)

Pursuant to Section 145 of the Companies Law (2004 Revision),
the final meeting of the shareholders of the company will be
held at the offices of BNP Paribas Private Bank & Trust Cayman
Limited, 3rd Floor Royal Bank House, Shedden Road, George Town,
Grand Cayman, on 12th January 2006 at 10:00 am.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at final winding up on 12th January 2006.

2. To authorize the liquidator/s to retain the records of the
Company for a period of five years from the dissolution of the
Company, after which they may be destroyed.

Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or a creditor.

CONTACT:  PICCADILLY CAYMAN LIMITED
          Voluntary Liquidator
          Contact for enquiries: Ellen J. Christian
          Telephone: 345 945 9208
          Fax: 345 945 9210

          Address for services:
          c/o BNP Paribas Private Bank & Trust Cayman
          Limited
          3rd Floor Royal Bank House, Shedden Road
          George Town, Grand Cayman


CHAMPLAIN LIMITED: Fitch Assigns 'B-' to Variable-Rate Notes
------------------------------------------------------------
Fitch Ratings has assigned a 'B-' rating to Champlain Limited's
(Champlain) $75 million class A variable-rate notes due 2009 and
a 'B-' rating to Champlain's $15 million class B variable-rate
notes due 2009.

Fitch's ratings reflect its review of AIR Worldwide
Corporation's (AIR) risk analysis and models used to analyze the
covered risks, the loss distributions resulting from AIR's
analysis, and the transaction's structural soundness.

Champlain is a Cayman Islands exempted company formed solely to
issue the variable-rate notes, enter into a counterparty
contract with Montpelier Reinsurance Ltd. (Montpelier Re), a
Class 4 Bermuda-based reinsurance company, and conduct
activities related to the notes' issuance. Montpelier Re is a
worldwide provider of catastrophe reinsurance products and
services. Fitch rates Montpelier Re's insurer financial strength
'BBB'.

The counterparty contract provides for payments to Montpelier Re
following certain earthquake events in Japan or the U.S.
(excluding Hawaii and Alaska) and certain hurricane events in
the Gulf or East Coast of the U.S. during the next three years.
Proceeds from the notes collateralize Champlain's obligations
under the counterparty contract.

Fitch's ratings are based on risk-adjusted modeled results, in
which the transaction's base-case modeled results were adjusted
to consider uncertainty associated with the model's frequency
and severity assumptions and methodology. Fitch then compared
these risk-adjusted modeled results with the catastrophe bond
rating grid as part of its overall rating process. Fitch's
analysis of the transaction's structure included a review of
Champlain's organizational documents, contracts between
Champlain, and other parties and various legal opinions.

Champlain Limited:

  -- Class A variable-rate notes due 2009 'B-';
  -- Class B variable-rate notes due 2009 'B-'.

CONTACT:  Fitch Ratings, Chicago
          Tana Higman, 312-368-3122
          Donald F. Thorpe, 312-606-2353
          
          (Insurance)
          Joseph Tuczak, 312-368-2083
          Lena Katsnelson, 212-908-0876 (New York)

MEDIA RELATIONS: Kenneth Reed, 212-908-0540 (New York)


MED CAP: Final General Meeting Set for Jan. 12
----------------------------------------------
                   MED CAP LIMITED
             (In Voluntary Liquidation)
            Companies Law (2004 Revision)

Pursuant to section 145 of the Companies Law (2004 Revision),
the final general meeting of the above-mentioned company will be
held at the offices of RSM Cayman Islands, at 7 Dr. Roy's Drive,
Commerce House, Second Floor, George Town, Grand Cayman, on 12th
January 2005, for the purpose of presenting to the members an
account of the winding up of the company and giving any
explanation thereof and to authorize the liquidator to retain
the records of the Company for a period of five years from the
dissolution of the Company after which they may be destroyed.
Any person who is entitled to attend and vote at this meeting
may appoint a proxy to attend and vote on their behalf. Such
proxy need not be a member or a creditor. In the event you
cannot attend in person and wish to attend in proxy, please
contact the Liquidator at the below noted address to arrange for
a proxy.

CONTACT:  KENNETH KRYS
          Voluntary Liquidator
          Contact for enquiries: Kenneth Krys
          Telephone: (345) 949-7100
          Facsimile: (345) 949-7120

          Address for Service:
          The Firm's office
          P.O. Box 1370 GT, Grand Cayman
          Cayman Islands


O-REIT 1: To Authorize Liquidators to Retain Records
----------------------------------------------------
                O-REIT 1 (CAYMAN) LTD.
             (In Voluntary Liquidation)
         The Companies Law (2004 Revision)

Pursuant to Section 145 of the Companies Law (2004 Revision),
the final meeting of the shareholders of the company will be
held at the offices of BNP Paribas Private Bank & Trust Cayman
Limited, 3rd Floor Royal Bank House, Shedden Road, George Town,
Grand Cayman, on 12th January 2006 at 10:00 am.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at final winding up on 12th January 2006.

2. To authorize the liquidator/s to retain the records of the
Company for a period of five years from the dissolution of the
Company, after which they may be destroyed.

Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or a creditor.

CONTACT:  PICCADILLY CAYMAN LIMITED
          Voluntary Liquidator
          Contact for enquiries: Ellen J. Christian
          Telephone: 345 945 9208
          Fax: 345 945 9210

          Address for services:
          c/o BNP Paribas Private Bank & Trust Cayman
          Limited
          3rd Floor Royal Bank House, Shedden Road
          George Town, Grand Cayman


PHOENIX INVESTMENT: To Report on Manner of Liquidation Jan. 12
--------------------------------------------------------------
                   Phoenix Investment Co. Ltd
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

Pursuant to Section 145 of the Companies Law (2004 Revision),
the final meeting of the shareholder of Phoenix Investment Co.
Ltd will be held at the offices of HSBC Financial Services
(Cayman) Limited, P.O. Box 1109, George Town, Grand Cayman,
Cayman Islands, on January 12, 2006 at 10:00 a.m.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at the final winding up on January 12, 2006.

2. To authorize the liquidators to retain the records of the
Company for a period of five years from the dissolution of the
Company, after which they may be destroyed.

Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or creditor.

CONTACT:  Ms. Kareen Watler and Ms. Sylvia Lewis
          Joint Voluntary Liquidators
          P.O. Box 1109GT, Grand Cayman
          Cayman Islands
          Telephone: 949-7755
          Facsimile: 949-7634


PMP ONE: To Present Winding Up Accounts to Members Jan. 20
----------------------------------------------------------
                 PMP One (Cayman) Limited
                (In Voluntary Liquidation)
             The Companies Law (2004 Revision)

Pursuant to section 145 of the Companies Law (2004 Revision),
the final meeting of the sole shareholder of PMP One (Cayman)
Limited will be held at the offices of Close Brothers (Cayman)
Limited, 4th Floor Harbour Place, George Town, Grand Cayman, on
January 20, 2005, at 10:00 a.m.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at final winding up on January 20, 2005.

2. To authorize the liquidator to retain the records of the
Company for a period of six years from the dissolution of the
Company, after which they may be destroyed.

Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or a creditor.

CONTACT:  Mr. Linburgh Martin, Joint Voluntary Liquidator
          Neil Gray
          Close Brothers (Cayman) Limited
          Fourth Floor, Harbour Place
          P.O. Box 1034GT, Grand Cayman
          Telephone: (345) 949 8455
          Facsimile: (345) 949 8499


PMP TWO: To Lay Accounts on Liquidation Jan. 19
-----------------------------------------------
                   PMP Two (Cayman) Limited
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)

Pursuant to section 145 of the Companies Law (2004 Revision),
the final meeting of the sole shareholder of PMP Two (Cayman)
Limited will be held at the offices of Close Brothers (Cayman)
Limited, 4th Floor Harbour Place, George Town, Grand Cayman, on
January 19, 2005, at 10:00 a.m.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at final winding up on January 19, 2005.

2. To authorize the liquidator to retain the records of the
Company for a period of six years from the dissolution of the
Company, after which they may be destroyed.

Proxies: Any person who is entitled to attend and vote at this
meeting may appoint a proxy to attend and vote in his stead. A
proxy need not be a member or a creditor.

CONTACT:  Mr. Linburgh Martin, Joint Voluntary Liquidator
          Neil Gray
          Close Brothers (Cayman) Limited
          Fourth Floor, Harbour Place
          P.O. Box 1034GT, Grand Cayman
          Telephone: (345) 949 8455
          Facsimile: (345) 949 8499
  

TRADE & COMMERCE: Petitions for Creditor Protection in US
---------------------------------------------------------
Trade & Commerce Bank, which is liquidating under a Cayman
Islands court order, filed Wednesday for creditor protection in
U.S. Bankruptcy Court in Manhattan.

Citing court papers, Dow Jones Newswires reports that the filing
was made by the bank's Cayman Island liquidators to protect any
assets that may have been improperly moved from various South
American countries to the U.S.

The Company listed assets of between US$10 million and US$50
million and debts of more than US$100 million.

The liquidators filed for bankruptcy under Chapter 15, a
provision of the U.S. Bankruptcy Code that allows a court to
prohibit and stay actions against both a company involved in a
proceeding outside the U.S. and its property.

Trade & Commerce Bank is the offshore bank of South America's
Velox Group, which is owned and controlled by members of the
Peirano family.

Court papers reveal the liquidators have won judgments in Grand
Cayman Court against members of the Peirano family totaling
US$62 million.

Trade & Commerce Bank's Chapter 15 bankruptcy case will be
handled by Satterlee, Stephens, Burke & Burke. The case number
is 05-60279. A judge has yet to be assigned to the case.


TRADE AND COMMERCE: Issues Chapter 15 Petition Summary
------------------------------------------------------
Petitioners: Richard Fogerty and
             G. James Cleaver
             Joint Official Liquidators

Debtor: Trade and Commerce Bank (in Liquidation)
        Grand Pavilion
        West Bay Road
        George Town
        Cayman Islands

Case No.: 05-60279

Type of Business: The Debtor is an offshore bank that acts on
                  behalf of the Velox Group.  TCB was created as
                  a full service bank, intended to offer a full
                  range of banking productions available.  TCB's
                  clients were predominantly individuals or
                  companies residing in Argentina, Uruguay and
                  Paraguay, with a small representation of
                  customers from Chile and Brazil.

                  The Velox Group is owned and controlled by
                  members of the Peirano family, and in
                  particular Juan Peirano and his late father
                  Jorge Peirano Facio.  The Peirano family
                  caused TCB to operate two separate sets of
                  accounts.  In essence, one set of accounts was
                  disclosed to the regulators and auditors.  The
                  second set of accounts recorded the fact that
                  the Peirano family withdrew the deposits made
                  by customers of TCB in order to fund the
                  activities of the Velox Group and their own
                  personal lifestyles.  The deposits held by TCB
                  on behalf of its customers were taken without
                  any security being given in return.  See
                  http://www.tcbliquidation.ky/

Chapter 15 Petition Date: December 20, 2005

U.S. Court: Southern District of New York (Manhattan)

Foreign Court: Grand Court of the Cayman Islands

Petitioner's Counsel: Timothy T. Brock, Esq.
                      Abigail Snow, Esq.
                      Jennifer Smith, Esq.
                      Satterlee Stephens Burke & Burke LLP
                      230 Park Avenue
                      New York, New York 10169
                      Tel: (212) 818-9200
                      Fax: (212) 818-9606

SOURCE: Troubled Company Reporter, Thursday, Dec. 22, 2005, Vol.
9, No. 303


TRAXIS INC: To Hold Extraordinary Final Meeting on Jan. 13
----------------------------------------------------------
                           Traxis Inc.
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

NOTICE IS HEREBY GIVEN, pursuant to section 145 of the Companies
Law, that the extraordinary final meeting of the sole
shareholder of Traxis Inc. will be held on January 13, 2005.

The purpose of said extraordinary meeting of the sole
shareholder is to have laid before him the report of the
liquidator, showing the manner in which the winding-up of the
Company has been conducted, the property of the Company
distributed and the debts and obligations of the Company
discharged and giving any explanation thereof.

CONTACT:  Commerce Corporate Services Limited
          Voluntary Liquidator
          PO Box 694GT, Grand Cayman
          Telephone: 949 8666
          Facsimile: 949 7904
          Telephone: 949-8666
          Facsimile: 949-7904
          


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

BANCOLOMBIA: Fitch Affirms Ratings
----------------------------------
Fitch Ratings-New York-22 December 2005: Fitch Ratings, the
international ratings agency, has today affirmed the ratings
assigned to Bancolombia, as follows:

  --Long-term/short-term foreign currency at 'BB/B';
  --Long-term/short-term local currency at 'BBB-/F3';
  --Individual at 'C';
  --Support at '3'.

The ratings assigned to Bancolombia and subsidiaries reflect its
dominant Colombian franchise, sound asset quality, and solid
performance, which should be further strengthened by the recent
merger with Conavi and Corfinsura and, in turn, boost capital,
which weakened with the merger. The ratings also factor in the
challenges posed by operational integration, its high exposure
to the Colombian government, and the risks inherent in its
operating environment.

The Outlook on the bank's long-term ratings is Stable,
reflecting Fitch's view that the bank will successfully
integrate the merged institutions into the bank, while
strengthening its risk profile. In turn, significant integration
problems, further declines in capital, or a weakening of
economic conditions could put pressure on the bank's ratings.
Upward movement in the bank's ratings is largely dependent upon
the country ceiling given that the bank's ratings are currently
constrained.

Bancolombia, Colombia's largest bank by assets since 1998, is a
diversified commercial bank serving the corporate, middle-
market, and retail sectors. In 2005, the bank merged with Conavi
and Corfinsura, which boosted its assets by nearly 50% (the end
of September 2005 unconsolidated deposit market share: 17.6%)
and provided it with the country's largest residential mortgage
portfolio, while strengthening its corporate banking division.
Bancolombia's controlling shareholders are Suramericana de
Inversiones and its affiliates (31.9%) and Cementos Argos and
its affiliates (10.9%), while the remaining shares widely held,
including 17.1%, which is listed on the NYSE through American
Depository Receipts.

CONTACT:  Linda Hammel +1-212-908 0303
          Peter Shaw +1-212-908-0853, New York
          Alejandro Garcia +5281 8335-7179, Monterrey

MEDIA RELATIONS: Christopher Kimble, New York
                 Tel: +1 212-908-0226



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

ROYAL SHELL: Disposes of Ecuador Retail Business to Primax
----------------------------------------------------------
Royal Dutch Shell plc has signed a Sale and Purchase agreement
with Primax S.A. (Primax) relating to the divestment of its
Retail business in Ecuador.

The agreement relates to Shell's retail business and includes a
network of 60 retail service stations geographically spread
across the country.  The sale is expected to be completed early
in 2006.

Primax is wholly owned by Enap Refinerias S.A., a subsidiary of
Empresa Nacional del Petroleo (Enap), the national oil company
in Chile and by Romero Trading S.A., the trading division of the
Romero Group in Peru.  These two groups also acquired Shell's
fuels business in Peru in 2004, positioning Primax as one of the
key players in the Peruvian oil market.

The Lubricants and Bitumen businesses are not part of the
transaction and will continue to operate in the country under
control of Shell as well as we will continue considering other
opportunities in the country in relation with the oil business
other than retailing.

Shell Ecuador Chairman, Marcelo Rivadeneira, said: "I am pleased
to inform that we have reached an agreement with Primax,
previously the buyer of our fuels businesses in Peru, that is
expanding its fuels retail activities to Ecuador.  The
divestment is consistent with Shell's strategy of managing its
portfolio to deliver maximum value to customers and
shareholders.  Our priority now is to work with our staff,
customers and other stakeholders to ensure a smooth transition
and transfer the business early next year."

                  About the Company

Royal Dutch Shell plc, incorporated in England and Wales, is
headquartered in The Hague and listed on the London, Amsterdam,
and New York stock exchanges.  Shell companies have operations
in more than 145 countries with businesses including oil and gas
exploration and production; production and marketing of
Liquefied Natural Gas and Gas to Liquids; manufacturing,
marketing and shipping of oil products and chemicals and
renewable energy projects including wind and solar power.

                    The Trouble

Shell admitted overstating proved reserves by almost 6 billion
barrels between January 2004 and February this year.  This led
to the ouster of three top executives, including former Chairman

Philip Watts.  The company was fined EUR150 million in total
after investigations launched by U.S. and British regulators.

Shell has since revised the method by which it calculates
reserves to comply with U.S. regulations.  Shell's proved
reserves stood at 10.2 billion barrels at the end of 2004.

CONTACT:  ROYAL DUTCH/SHELL GROUP OF COMPANIES
          Carel van Bylandtlaan 30
          2596 HR The Hague
          The Netherlands
          Phone: +31 70 377 9111
          Fax: +31 70 377 3115
          Web site: http://www.shell.com

          ENAP REFINERIAS S.A.  
          Camino a Lenga 2001
          Talcahuano, Chile
          Phone: (56) (41) 506000
          Fax: (56) (41) 410775          

          ROMERO TRADING S.A.
          Cuzco 801 Piura
          Peru
          Phone: 074-326310
          Fax: 074-327020
          E-mail: rtrading@mail.udep.edu.pe



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

ASARCO: Gets Final Order to Use Mitsui's Cash Collateral
--------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 15, 2005,
Judge Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas granted ASARCO LLC authority to use its cash
collateral on an interim basis.

The Court directs ASARCO to deposit $1,280,000 of proceeds of
Mitsui & Co. (U.S.A.), Inc.'s collateral in a newly established
separate segregated bank account.

                        Court Ruling

In an agreed final order, the Court grants ASARCO LLC's use of
cash collateral in limited circumstances.

Judge Schmidt rules that ASARCO will maintain the proceeds of
Mitsui & Co. (U.S.A.), Inc.'s collateral in trust for its
benefit in a separate segregated bank account established under
the first interim cash collateral order.

ASARCO will continue to allocate the proceeds to silver
inventory in the same way that it has done previously as it
sells, delivers, or disposes of its Copper Inventory.

As soon as proceeds of Mitsui's Collateral are received, ASARCO
will promptly deposit those proceeds into Mitsui's Cash
Collateral Account.

ASARCO agrees that it will not use any portion of Mitsui's Cash
Collateral as long as ASARCO has sufficient funding to meet its
operating needs under the provisions of the Court-approved DIP
Financing Agreement.

In the event that ASARCO has exhausted the DIP Availability and
needs the use of Mitsui's Cash Collateral to enable its
operations and to avoid immediate irreparable harm, ASARCO may
request the use of Mitsui's Cash Collateral subject to each of
these conditions precedent:

   (a) Unless shortened by the Bankruptcy Court, ASARCO must
       provide at least five days' prior written notice to
       Mitsui, the ASARCO Committee, the Subsidiary Committee,
       Robert Pate, the Future Claims Representative, The CIT
       Group and each of their counsel of any request of a
       hearing seeking authority to use Mitsui's Cash
       Collateral.

   (b) ASARCO must provide a budget providing for the use of
       Mitsui's Cash Collateral that is reasonably acceptable
       to Mitsui or approved after notice and hearing by the
       Court.

   (c) ASARCO must provide adequate protection that is either
       acceptable to Mitsui in its sole discretion of its
       interest in Mitsui's Cash Collateral.

   (d) ASARCO must be in full compliance with the Agreed Order.

Judge Schmidt further rules that ASARCO will not use any of
Mitsui's Cash Collateral other than in accordance with the
Approved Budget.

With respect to adequate financing protection, ASARCO has not
agreed to provide replacement liens or any other adequate
protection at present time.

To the extent the Court finds that the protections afforded in
Mitsui's Cash Collateral are inadequate, Mitsui will be entitled
to a superpriority administrative expense claim under Sections
503(b) and 507(a)(1) and (b) of the Bankruptcy Code.

Judge Schmidt declares that the terms and provisions of the
Agreed Order will survive entry of any order that may be entered
converting to Chapter 7 or dismissing ASARCO's bankruptcy case.

Likewise, Judge Schmidt vacates and modifies the automatic stay
to permit Mitsui and ASARCO to implement the Agreed Order.

The Agreed Order will expire one year after the Petition Date at
5:00 p.m., unless earlier terminated or otherwise extended in a
writing signed by ASARCO and Mitsui.

A full-text copy of the Agreed Cash Collateral Order is
available for free at:

   http://bankrupt.com/misc/asarcocashcollateralfinalorder.pdf

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors,it listed $600 million in total
assets and $1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-
20521 through 05-20525).  They are Lac d'Amiante Du Quebec Ltee,
CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304),
Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex.
Case No. 05-21346) also filed for chapter 11 protection, and
ASARCO has asked that the three subsidiary cases be jointly
administered with its chapter 11 case.  On Oct. 24, 2005,
Encycle/Texas' case was converted to a Chapter 7 liquidation.
(ASARCO Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


AUTOPISTA DEL MAYAB: Moody's Cuts Ratings; Outlook is Stable
------------------------------------------------------------
Approximately MXN$1,275 Million of Debt Securities Affected

Moody's Investors Service downgraded the Baa3 senior unsecured
and Ba1 subordinated global local currency ratings of Autopista
del Mayab ("ADM") to Ba1 and Ba2, respectively. ADM's Aa2.mx
senior unsecured national scale rating and ADM's Aa3.mx
subordinated national scale rating were also downgraded to
Aa3.mx and A1.mx, respectively. This concludes the review
initiated on November 10, following the general shutdown of the
tourist areas of Cancun and Cozumel due to the damage caused by
hurricane Wilma and the extended closure of a portion of the
road due to flooding.

The rating action reflects Moody's belief that cash flow
coverages in 2005 and 2006 will be weaker than previously
expected due to the lingering effects of hurricane Wilma. The
storm resulted in the closure of part of the road for several
weeks due to flooding, the subsequent need to make certain
improvements to sections of the road as required by the
Secretaria de Comunicaciones y Transportes ("SCT"), as well as a
reduction in tolls charged for part of the road. Moody's expects
that financial performance will continue to be relatively weak
in 2006 since the rebuilding of the tourist areas is not
expected to be fully completed until at least the end of the
first quarter.

While the damage caused by Wilma was unprecedented for the
region prior to this year, the rating action also considers the
toll road's on-going exposure to similar events that could
affect the overall level of tourism in the region.

The stable outlook reflects significant progress in restoring
the tourist areas and the view that Cancun and Cozumel will
ultimately remain highly attractive tourist destinations.
Barring an unforeseen delay in the restoration of the tourist
areas and, or a prolonged delay in the return of tourism to
previous levels, Moody's anticipates that traffic levels and
cash flow coverages will improve significantly in 2007.

Moody's believes that the reduction in cash flow for 2006 could
be partially offset by funding from the SCT to compensate ADM
for the suspension of tolls from Xcan to Cancun since October 21
and for the improvements required for certain sections of the
road. However, the amount of any funding is uncertain at this
time. No proceeds are expected from ADM's insurance providers
since the company's policies do not cover hurricane-related
damage or business interruptions.

Headquartered in Merida, Yucatan, Autopista del Mayab is a 245.5
km toll road linking the cities of Cancun and Kantunil. The road
is owned by Consorcio del Mayab, S.A. de C.V., whose principal
members include Canteras Peninsulares, S.A. de C.V.,
Constructora Mool, S.A. de C.V., Inmobiliaria Sucasa del
Sureste, S.A. de C.V. and C.L. Construcciones, S. de R.L. de
C.V.


BALLY TOTAL: Enters Purchase Agreement Amendment
------------------------------------------------
Bally Total Fitness Holding Corporation, a Delaware corporation
(the Registrant), entered into an amendment (the Amendment) to
the Purchase Agreement dated September 16, 2005 (the Purchase
Agreement) by and among the Registrant, several of its
subsidiaries (collectively, the Sellers), Crunch CFI, LLC, a
Delaware limited liability company (Crunch CFI), and AGT Crunch
Acquisition LLC (Purchaser), a Delaware limited liability
company (an affiliate of AG Special Situation Corp.).

The Purchase Agreement was amended to extend the date at which
the Sellers or Purchaser may terminate the Purchase Agreement in
the event the Closing has not occurred from December 31, 2005 to
January 17, 2006.
     
CONTACT:  Bally Total Fitness
          Janine Warell (Investors)
          Phone: 773-864-6897
                    or
          Matt Messinger (Media)
          Phone: 773-864-6850


BALLY TOTAL: Extends Closing Date for Sale of Crunch Fitness
------------------------------------------------------------
Bally Total Fitness (NYSE:BFT), the nation's leader in health
and fitness, announced Thursday that it has extended the closing
deadline to January 17, 2006 for the transaction to sell its
Crunch Fitness division to Marc Tascher, a leading entrepreneur
and club industry veteran, in partnership with the private
equity group of Angelo, Gordon & Co., an alternative asset
investment management firm with approximately $9 billion in
capital under management.

As previously announced, the clubs being sold include all of
Bally's 21 Crunch locations, which are located in New York,
Chicago, Los Angeles, Atlanta, Miami and San Francisco, as well
as Bally's 2 Gorilla Sports clubs in San Francisco and 2 of
Bally's Pinnacle Fitness clubs in San Francisco.

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


CALPINE CORP: S&P Cuts Ratings to 'D' After Bankruptcy Filing
-------------------------------------------------------------
Standard & Poor's Rating Services lowered its ratings on
electric power giant Calpine Corp. and some of its subsidiaries
to 'D' after the company filed for Chapter 11 bankruptcy
protection.

The San Jose, Calif.-based company, which develops, acquires,
owns, and operates power generation facilities, has about $18
billion of total debt outstanding.

At the same time, the recovery ratings for Calpine and its
subsidiaries remain at their current level, but are placed on
CreditWatch with negative implications. Standard & Poor's will
review any financials and restructuring plans that may become
available to assess the effect on recovery prospects. If
sufficient information is not available in the near term,
Standard & Poor's will withdraw the recovery ratings.

The company is seeking $2 billion in debtor-in-possession (DIP)
financing.

"The negative CreditWatch listings reflect concerns about the
size and terms of the potential DIP financing, and about the
potential accommodations that junior lenders could receive in
connection with the DIP," said Standard & Poor's credit analyst
Jeffrey Wolinsky.

Under Standard & Poor's assumptions, the bankruptcy filing could
potentially eliminate up to $1.2 billion in annual cash interest
expense. If Calpine does in fact need $2 billion of DIP
financing to remain viable, then the liquidity position may have
deteriorated materially since the 12-month period ended Sept.
30, 2005. In addition, a $2 billion DIP financing could
significantly affect the recovery on the second-lien debt. The
second-lien Calpine debtholders have challenged the DIP on the
grounds that their collateral interests are not protected.
Excessive legal costs associated with the bankruptcy could
affect the recovery ratings. Historically, our recovery ratings
assume that value is distributed to claimants on the basis of
absolute priority. Offsetting this may be the potential for some
creditors to extract accommodations in connection with the DIP.
Junior creditors could receive higher levels of recovery than
anticipated, at the expense of the senior creditors.

In addition, the ratings on all of the Calpine debt and
preferred stock was lowered to 'D' and the debt on most of
Calpine's subsidiaries were lowered to 'D', with some
exceptions. The ratings on Calpine Construction Finance Co. L.P.
remains unchanged at 'CCC-', because this entity was excluded
from the bankruptcy filing. However, there is a possibility that
this entity could be filed in the future. In addition, the
ratings on Rocky Mountain Energy Center LLC and Riverside Energy
Center LLC were lowered to 'CCC' from 'B-'. Although the
projects are structured as bankruptcy-remote, special-purpose
entities that meet Standard & Poor's ring-fencing criteria, the
risk remains that these wholly owned Calpine subsidiaries could
be included in a future filing.

Also, the ratings on Power Contract Financing LLC (PCF) remain
at 'BBB' and the Standard & Poor's underlying rating (SPUR) on
Gilroy Energy Center LLC remains at 'BBB-'. However, the
outlooks on both ratings were changed to negative from stable
because now that Calpine has actually filed for bankruptcy, both
companies are at greater risk of consolidation into the
bankruptcy. PCF meets Standard & Poor's criteria for special-
purpose entities. The LLC agreement provides for two independent
directors whose votes are needed in matters of interest to
bondholders.

Because Calpine Energy Services has completely extricated itself
from the structure, Standard & Poor's rates the structure almost
independently of Calpine's rating. In addition, Gilroy Energy's
ratings are not affected because Calpine sold a significant
portion of its equity interest in the project. Standard & Poor's
delinked the bond rating from the rating on Calpine. Having an
equity partner greatly reduces Gilroy Energy's risk of a
substantive consolidation in a Calpine bankruptcy scenario
because the equity sale gives the second owner substantial
voting and ownership rights to block a consolidation.

Primary Credit Analyst: Jeffrey Wolinsky, CFA, New York (1) 212-
438-2117; jeffrey_wolinsky@standardandpoors.com


CALPINE CORP: Issues Chapter 11 Case Summary
--------------------------------------------
Lead Debtor: Calpine Corporation
             50 West San Fernando Street
             San Jose, California 95113

Bankruptcy Case No.: 05-60200

Debtor affiliate(s) filing separate chapter 11 petitions:

   Case No.  Debtor Entity
   --------  -------------
   05-60199  Calpine Kennedy Operators, Inc.
   05-60201  Calpine Administrative Services Company, Inc.
   05-60202  Calpine Power Company
   05-60203  Calpine Fuels Corporation
   05-60204  Calpine Finance Company
   05-60205  Calpine International Holdings, Inc.
   05-60206  Calpine Operations Management Company, Inc.
   05-60207  Calpine Energy Holdings, Inc.
   05-60208  Calpine Energy Services Holdings, Inc.
   05-60209  CPN Energy Services GP, Inc.
   05-60210  CPN Energy Services LP, Inc.
   05-60211  Calpine PowerAmerica, Inc.
   05-60212  Calpine PowerAmerica, LP
   05-60213  Calpine PowerAmerica - CA, LLC
   05-60214  Calpine PowerAmerica - CT, LLC
   05-60215  Calpine PowerAmerica - MA, LLC
   05-60216  Calpine PowerAmerica - ME, LLC
   05-60217  Calpine Producer Services, LP
   05-60218  CES GP, LLP
   05-60221  Calpine Capital Trust V
   05-60222  Calpine Energy Services
   05-60223  Amelia Energy Center,LP
   05-60224  Bellingham Cogen Inc.
   05-60225  Bethpage Energy Center 3, LLC
   05-60226  Anacapa Land Company, LLC
   05-60227  Calpine Freestone Energy GP, LLC
   05-60228  Bethpage Fuel Management Inc.
   05-60229  CalGren Finance Corp.
   05-60230  Calpine Freestone Energy, LP
   05-60231  Calpine Freestone, LLC
   05-60232  Anderson Springs Energy Company
   05-60233  Calpine Cogeneration Corporation
   05-60234  Calpine Gas Holdings
   05-60235  Blue Heron Energy Center LLC
   05-60236  CalGren Project Equipment Finance Company One, LLC
   05-60237  Calpine Generating Company, LLC
   05-60238  Blue Spruce Holdings, LLC
   05-60239  Androscoggin Energy, Inc.
   05-60240  Calpine Gilroy 1, Inc.
   05-60241  Calpine Gilroy 2, Inc.
   05-60242  Broad River Energy LLC
   05-60243  Calpine Gilroy Cogen, LP
   05-60244  Auburndale Peaker Energy Center, LLC
   05-60245  Broad River Holding, LLC
   05-60246  Calpine Global Services Company, Inc.
   05-60247  Calpine Corpus Christi Energy GP, LLC
   05-60248  Augusta Development Company, LLC
   05-60249  CalGen Equipment Finance Company, LLC
   05-60250  Calpine c* Power, Inc.
   05-60251  CalGen Equipment Finance Holdings, LLC
   05-60252  Aviation Funding Corp.
   05-60253  CalGen Expansion Company, LLC
   05-60254  Calpine Decatur Pipeline, L.P.
   05-60255  Baytown Energy Center, LP
   05-60256  Baytown Power GP, LLC
   05-60257  Calpine East Fuels, Inc.
   05-60258  Baytown Power, LP
   05-60259  CalGren Project Equipment Finance Company Three, L
   05-60260  Calpine Construction Management Company, Inc.
   05-60261  Calpine Corpus Christi Energy LP
   05-60262  CalGren Project Equipment Finance Company Two, LLC
   05-60263  Calpine Decatur Pipeline Inc.
   05-60264  Calpine Dighton, Inc.
   05-60265  Calpine Acadia Holdings, LLC
   05-60266  Calpine Eastern Corporation
   05-60267  CCFC Development Company, LLC
   05-60268  Calpine Agnews, Inc.
   05-60269  CCFC Equipment Finance Company, LLC
   05-60270  Calpine Amelia Energy Center GP, LLC
   05-60271  CCFC Project Equipment Finance Company One, LLC
   05-60272  Calpine Amelia Energy Center LP, LLC
   05-60273  Celtic Power Corporation
   05-60274  CGC Dighton, LLC
   05-60275  Channel Energy Center, LP
   05-60276  Channel Power GP, LLC
   05-60277  Channel Power LP
   05-60278  Clear Lake Cogeneration Limited Partnership

Chapter 11 Petition Date: December 20, 2005

Court: United States Bankruptcy Court
       Southern District of New York
       Alexander Hamilton Custom House
       One Bowling Green
       New York, NY 10004-1408
       Telephone (212) 510-0500
       http://www.nysb.uscourts.gov

Judge: The Honorable Burton R. Lifland

Debtors' Counsel: Richard M. Cieri, Esq.
                  Matthew A. Cantor, Esq.
                  Edward Sassower, Esq.
                  Robert G. Burns, Esq.
                  KIRKLAND & ELLIS LLP
                  Citigroup Center
                  153 East 53rd Street
                  New York, NY 10022-4611
                  Telephone (212) 446-4800
                  Fax (212) 446-4900
                  http://www.kirkland.com

Members of the
Prepetition
First-Lien
Committee:        Unknown

Counsel to the
Prepetition
First-Lien
Committee:        Steven B. Levine, Esq.
                  BROWN RUDNICK
                  One Financial Center
                  Boston, MA 02111

Members of the
Prepetition
Second-Lien
Committee:        AIG
                  Contrarian Fund
                  Franklin
                  Angelo Gordon
                  Lehman
                  Oaktree
                  Avenue Capital
                  Marking Shields

Counsel to the
Prepetition
Second-Lien
Committee:        Andrew Rosenberg, Esq.
                  PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
                  1285 Avenue of the Americas
                  New York, NY 10019-6064

U.S. Trustee:     Deirdre A. Martini, Esq.
                  United States Trustee for Region II
                  U.S. Department of Justice
                  Office of the United States Trustee
                  33 Whitehall Street, 21st Floor
                  New York, NY 10004-2111
                  Telephone (212) 510-0500
                  Fax (212) 668-2255
                  http://www.usdoj.gov/ust/r02

Financial Condition at December 19, 2005:

     Total Assets: $26,628,755,663

     Total Liabilities:  $22,535,577,121

SOURCE: Troubled Company Reporter, Thursday, Dec. 22, 2005, Vol.
9, No. 303


EMPRESAS ICA: Buys Vinci's Remaining SETA Stake
-----------------------------------------------
French construction group Vinci has sold its remaining 34.25%
stake in Mexican airport operator SETA to Mexican construction
outfit Empresas ICA for just under US$38 million.

ICA is already a shareholder in SETA, which in turn owns a 15%
share in airport operator Grupo Aeroportuario del Centro Norte
(GACN)

This new purchase will give ICA a controlling participation in
SETA, meaning, ICA will eventually gain a controlling share of
GACN.

Earlier this year, ICA announced a plan to exercise its right to
buy 36% of GACN from the federal government for US$203 million,
giving it 51% control and leaving the government with 49%.

CONTACT: Empresas ICA Sociedad Controladora S.A. de C.V.
         Col. Escandon Del Migual Hidalgo
         Mexico City, 11800
         Mexico
         Phone: 525-272-9991
         URL: http://www.ica.com.mx



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

ACEPAR: Inks Deal With Workers to Restructure Pay Categories
------------------------------------------------------------
Iron and steel company Acepar has agreed to restructure pay
categories for 171 workers, putting an end to protests that
lasted more than two weeks, reports Business News Americas.

Acepar signed the accord with union Sitrasa and the labor and
justice ministry (MJT), which acted as mediator in the
negotiations.

The Company also promised not to retaliate against workers who
went on strike to compel Acepar to change the wage categories.

Acepar will hold meetings with workers once a month to consider
other grievances, while special meetings will take place when
necessary.



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

PETROLERA DEL CONOSUR: Gets $29M From Uruguayan Parent
------------------------------------------------------
Uruguayan state oil company Ancap has made a US$29-million
capital contribution to Argentine fuels distributor Petrolera
del Conosur to help the unit pay debts to certain lenders
including Standard Bank London Limited.

According to Business News Americas, Ancap made the contribution
through Argentine holding company Ancsol, which owns 83.4% of
Petrolera.

Petrolera registered net losses of ARS38.1 million (US$12.6
million) for the first half of 2005, 8% higher than the same
period in the previous year.

Petrolera operates 172 service stations in Argentina under the
Sol brand. Petrolera was spun off from Ancap subsidiary Sol
Petroleo in 2000 to manage the company's service stations, while
Sol Petroleo remains in control of the company's petrochemicals
business.


ROYAL SHELL: Inks Sale and Purchase Agreements with Petrobras
-------------------------------------------------------------
Royal Dutch Shell plc (Shell) has signed Sale and Purchase
agreements with Petroleo Brasileiro S.A. (Petrobras) relating to
the divestment of its Downstream businesses in Uruguay and
Paraguay as well as certain assets in Colombia.

The agreements relate to all businesses in Uruguay and Paraguay
and include a combined network of 223 Retail service stations as
well as Commercial Fuels, Lubricants, Aviation, Marine, LPG and
Supply & Distribution businesses. Shell will continue to supply
selected specialist Aviation Lubricants products and Liquefied
Petroleum Gas for sale in Paraguay after the sale. In addition,
Shell will supply selected specialist Aviation and Marine
Lubricants products to Petrobras in Uruguay as well as sell
Bitumen into Uruguay.

In Colombia, the agreement with Petrobras specifically relates
to the divestment of 38 retail service stations and the
commercial fuels business, a lubricants blending facility in
Puente Aranda and the Santa Marta base oil depot.  Shell's
Lubricants marketing business, Greases, Marine, Chemicals
businesses and Shell Global Solutions, Shell's technical service
provider, will continue to operate in Colombia and will not be
impacted by this announcement. Additionally, Shell continues to
explore potential opportunities in Exploration and Production in
Colombia.

The businesses are being sold as going concerns with nearly all
staff transferring with these businesses to Petrobras. As a
result, Shell does not envisage any significant impact on
employment or on the national economies arising from these
transactions.

The divestment is consistent with Shell's strategy of managing
its portfolio to deliver maximum value to its shareholders.

The sales are subject to the relevant regulatory approval and
are expected to be completed by mid 2006.





                            ***********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA. John D. Resnick, Edem Psamathe P. Alfeche and
Sheryl Joy P. Olano, Editors.

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

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

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

The TCR Latin America subscription rate is $575 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 240/629-3300.


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