TCRLA_Public/060823.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

          Wednesday, August 23, 2006, Vol. 7, Issue 167

                          Headlines

A R G E N T I N A

BANCO DE GALICIA: Moody's Withdraws Caa1 Issuer Rating
COMDIAL ARGENTINA: Last Day for Claims Verification Is Sept. 22
PACIWAY COMPANY: Claims Verification Deadline Is Set for Oct. 12
PROALBA SRL: Trustee Verifies Proofs of Claim Until Oct. 2
PSB SA: Last Day for Verification of Claims Is Set for Oct. 16

SANATORIO EZEIZA: Verification of Claims Is Until Oct. 4
SEED SA: Remotti Named as Trustee for Bankruptcy Proceeding
SUCESION DE FRANCISCO: Claims Verification Deadline Is Oct. 17
SUR AGROPECUARIA: Deadline for Claims Verification Is Sept. 29
TIEMPO PUBLICITARIO: Last Day for Claims Verification Is Oct. 6

VIPAK SRL: Verification of Proofs of Claim Is Until Sept. 29

B A H A M A S

COMPLETE RETREATS: Gets Final Court Nod for US$12 Mil. DIP Loan
COMPLETE RETREATS: Robert McGrath Quits as CEO of Tanner & Haley
LLOYDS TSB: Final Shareholders Meeting Moved to Sept. 8
WINN-DIXIE: Wants Florida Tax Claims Reduced and Allowed

B E R M U D A

CONCORD RE: Moody's Puts Ba2 Rating on Proposed Senior Term Loan
SCOTTISH RE: Comments on Rating Cuts from S&P & Moody's

B O L I V I A

PETROLEO BRASILEIRO: Guarani Tribe Seizes Parapet Gas Pipeline
YPF SA: Guarani Tribe Occupies Gas Pipeline in Bolivia

B R A Z I L

BANCO BRADESCO: Enters Partnership with AirPlus International
BES INVESTIMENTO: Moody's Raises Financial Strength Rating to D-
COMMSCOPE INC: Backs Out on Proposed Andrew Corp. Acquisition
COMMSCOPE INC: Aborted Andrew Merger Cues S&P to Remove Neg. Watch
COMMSCOPE INC: Moody's Confirms Low B Corporate & Debt Ratings

COMPANHIA ENERGETICA: Completes Purchase of Schahin's Sales
COMPANHIA SIDERURGICA: Wheeling-Pittsburgh Responds to USW
SATELITES MEXICANOS: Court Gives Interim OK on Milbank as Atty.
SATELITES MEXICANOS: Court Approves Employees Obligation Payment
VARIG: Accounts for 2.6% of Boeing Capital's Financing Portfolio

VARIG SA: Int'l Lease Finance Wants 11 Leased Aircrafts Returned

C A Y M A N   I S L A N D S

ATTICUS ALPHA: Schedules Last Shareholders Meeting on Sept. 8
ATTICUS ALPHA FUND: Final Shareholders Meeting Is on Sept. 8
ATTICUS OPPORTUNITY: Sets Last Shareholders Meeting on Sept. 8
C.I. CAPITAL: Calls Shareholders for a Final Meeting on Sept. 8
COBBLE CREEK OVERSEAS: Final Shareholders Meeting Is on Sept. 8

COBBLE CREEK SELECT: Last Shareholders Meeting Is on Sept. 8
FAIRFIELD SAXO: Holding Final Shareholders Meeting on Sept. 8
FAIRFIELD (MASTER): Last Shareholders Meeting Is Set for Sept. 8
GOLDSEA LTD: Invites Shareholders for a Final Meeting on Sept. 8
GREENPEACE INC: Final Shareholders Meeting Is Set for Sept. 8

OL FRN: Shareholders Convene for a Final Meeting on Sept. 8
SCOTTISH HOLDINGS (II): Moody's Cuts Pref. Shelf Rating to (P)B1
SCOTTISH HOLDINGS (III): Moody's Shaves Pref. Shelf Rating to B1
SCOTTISH RE: Moody's Downgrades Senior Debt Rating to Ba3
TAG ABSOLUTE: Shareholders Gather for a Final Meeting on Sept. 8

TSF-D1, INC: Final Shareholders Meeting Is Scheduled for Sept. 8

C H I L E

SUD AMERICANA: S&P Cuts Long-Term Corporate Credit Rating to BB+

C O L O M B I A

* COLOMBIA: Launches Project to Create 25 Software Firms
* COLOMBIA: To Execute Trade Agreement with Venezuela by 2007

C O S T A   R I C A

GENERAL NUTRITION: Aborted IPO Prompts S&P to Affirm B Rating

* COSTA RICA: Free Trade Accord with US to Be Ratified in Dec.

D O M I N I C A N   R E P U B L I C

FALCONBRIDGE: Xstrata Announces Senior Management Appointments

E C U A D O R

PETROECUADOR: Plans to Tender Nine Marginal Fields in Amazon

J A M A I C A

NATIONAL WATER: Seeking US$18-Million Funding for Plant Upgrade

M E X I C O

ACTUANT CORP: Buys Actown-Electrocoil Stock for US$24 Million
EMPRESAS ICA: S&P Ups Long-Term Corporate Credit Rating to BB-
GRUPO TMM: Inks US$200MM Securitization Pact with Deutsche Bank
VOLKSWAGEN AG: Strike at Mexican Plant Continues as Talks Fail

N I C A R A G U A

* NICARAGUA: Will File Complaint Against Union Fenosa

P A N A M A

* PANAMA: Gives Developers 20 Days to Submit Work Timetables

P E R U

TELEFONICA DEL PERU: Launching Number Portability Not Priority

P U E R T O   R I C O

ADELPHIA COMMS: Details of Fifth Amended Chapter 11 Plan Draft
ADELPHIA COMMS: iN DEMAND Holds US$15,865,161 Allowed Claim
ADELPHIA COMMS: Senior Noteholders Want Plan Record Unsealed
DORAL FINANCIAL: Doral Bank Chief Executive Officer Resigns
KMART CORP: Delivers Results for 13 Weeks Ended July 29

T R I N I D A D   &   T O B A G O

MIRANT CORP: Wants ConEd & O&R to Comply with Purchase Agreement

V E N E Z U E L A

PETROLEOS DE VENEZUELA: El Palito Can Refine Up to 140K Barrels

* VENEZUELA: Executing Bilateral Pact with Colombia by 2007
* VENEZUELA: Okays Incorporation of Argentina's National Bank

* IDB Okays Central America US$1.7MM Remittance Services Grant
* Fitch Says High Fuel Cost Worsen Risk in LatAm Power Sector
* Effects of Nationalization on Corporations in Latin America
* Large Companies with Insolvent Balance Sheets


                          - - - - -



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


BANCO DE GALICIA: Moody's Withdraws Caa1 Issuer Rating
------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings for
Banco de Galicia y Buenos Aires SA for business reasons.  Banco
de Galicia y Buenos Aires is a universal bank, and it held
ARS22.7 billion in assets and ARS8.6 billion in deposits as of
March 31, 2006.  Moody's withdrew these ratings:

  -- Issuer rating: Caa1, Stable Outlook;

  -- Bank financial strength rating: E, Positive Outlook;

  -- Long term foreign currency deposit rating: Caa1, Stable
     Outlook; and

  -- Short term foreign currency deposit rating: Not Prime,
     Stable Outlook.


COMDIAL ARGENTINA: Last Day for Claims Verification Is Sept. 22
---------------------------------------------------------------
Court-appointed trustee Carlos Guido Martino verifies creditors'
proofs of claim against bankrupt company Comdial Argentina S.A.
until Sept. 22, 2006.

Mr. Martino will present the validated claims in court as
individual reports on Nov. 3, 2006.  A court in Buenos Aires
will determine if the verified claims are admissible, taking
into account the trustee's opinion and the objections and
challenges raised by Comdial Argentina and its creditors.

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

A general report that contains an audit of Comdial Argentina's
accounting and banking records will follow on Dec. 18, 2006.

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

The trustee can be reached at:

              Carlos Guido Martino
              Pte. Roque Saenz Pena 651
              Buenos Aires, Argentina


PACIWAY COMPANY: Claims Verification Deadline Is Set for Oct. 12
----------------------------------------------------------------
Jaime Luis Jeiman, the court-appointed trustee for Paciway
Company S.A.'s bankruptcy proceeding, verifies creditors' proofs
of claim until Oct. 12, 2006.

Mr. Jeiman will present the validated claims in court as
individual reports on Nov. 24, 2006.  A court in Buenos Aires
will determine if the verified claims are admissible, taking
into account the trustee's opinion and the objections and
challenges raised by Paciway Company and its creditors.

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

A general report that contains an audit of Paciway Company's
accounting and banking records will follow on Feb. 9, 2007.

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

The debtor can be reached at:

              Paciway Company S.A.
              Tucuman 1438
              Buenos Aires, Argentina

The trustee can be reached at:

              Jaime Luis Jeiman
              Lavalle 1312
              Buenos Aires, Argentina


PROALBA SRL: Trustee Verifies Proofs of Claim Until Oct. 2
----------------------------------------------------------
Carlos Moreno, the court-appointed trustee for Proalba S.R.L.'s
bankruptcy case, verifies creditors' proofs of claim until
Oct. 2, 2006.

Under Argentine Bankruptcy Law, Mr. Moreno is required to
present the validated claims in court as individual reports.
Court No. 17 in Buenos Aires will determine if the verified
claims are admissible, taking into account the trustee's opinion
and the objections and challenges raised by Proalba and its
creditors.

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

Mr. Moreno will also submit a general report that contains an
audit of Proalba's accounting and banking records.  The report
submission dates have not been disclosed.

Court No. 17 declared Proalba bankrupt at the request of
Mastellone Hermanos S.A., which it owes US$185,008.29.

Clerk No. 34 assists the court in the case.

The debtor can be reached at:

              Proalba S.R.L.
              Avenida Maipu 267
              Buenos Aires, Argentina

The trustee can be reached at:

              Carlos Moreno
              Tucuman 1658
              Buenos Aires, Argentina


PSB SA: Last Day for Verification of Claims Is Set for Oct. 16
--------------------------------------------------------------
Marcela Vainberg, the court-appointed trustee for PSB S.A.'s
reorganization proceeding, verifies creditors' proofs of claim
until Oct. 16, 2006.

Under Argentine Bankruptcy Law, Ms. Vainberg is required to
present the validated claims in court as individual reports.
Court No. 14 in Buenos Aires will determine if the verified
claims are admissible, taking into account the trustee's opinion
and the objections and challenges raised by PSB and its
creditors.

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

Ms. Vainberg will also submit a general report that contains an
audit of PSB's accounting and banking records.  The report
submission dates have not been disclosed.

On Aug. 9, 2007, PSB's creditors will vote on a settlement plan
that the company will lay on the table.

Clerk No. 27 assists the court in the case.

The debtor can be reached at:

              PSB S.A.
              Arce 949
              Buenos Aires, Argentina

The trustee can be reached at:

              Marcela Vainberg
              Lavalle 2024
              Buenos Aires, Argentina


SANATORIO EZEIZA: Verification of Claims Is Until Oct. 4
--------------------------------------------------------
Court-appointed trustee Ricardo Felix Fernandez verifies
creditors' proofs of claim against bankrupt company Sanatorio
Ezeiza S.A. until Oct. 4, 2006.

Mr. Fernandez will present the validated claims in court as
individual reports on Nov. 16, 2006.  A court in Buenos Aires
will determine if the verified claims are admissible, taking
into account the trustee's opinion and the objections and
challenges raised by Sanatorio Ezeiza and its creditors.

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

A general report that contains an audit of Sanatorio Ezeiza's
accounting and banking records will follow on Dec. 29, 2006.

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

The trustee can be reached at:

              Ricardo Felix fernandez
              Tucuman 1657
              Buenos Aires, Argentina


SEED SA: Remotti Named as Trustee for Bankruptcy Proceeding
--------------------------------------------------------------
A court in Rosario, Santa Fe, appointed Carlos Galo Remotti to
supervise the bankruptcy proceeding of Seed S.A.  Under
bankruptcy protection, control of the company's assets is
transferred to Mr. Remotti.

As trustee, Mr. Remotti will:

   -- verify creditors' proofs of claim;

   -- prepare and present individual and general reports in
      court after the claims are verified; and

   -- administer Seed S.A.'s assets under court supervision
      and take part in their disposal to the extent established
      by law.

The debtor can be reached at:

              Seed S.A.
              Pte. Roca 610 Rosario
              Santa Fe, Argentina

The trustee can be reached at:

              Carlos Galo Remotti
              Sarmiento 660, Rosario
              Santa Fe, Argentina


SUCESION DE FRANCISCO: Claims Verification Deadline Is Oct. 17
--------------------------------------------------------------
Court-appointed trustee Ernesto Resnizky verifies creditors'
proofs of claim against bankrupt company Sucesion de Francisco
A. Sanguinetti S.C. until Oct. 17, 2006.

Mr. Resnizky will present the validated claims in court as
individual reports on Nov. 28, 2006.  A court in Buenos Aires
will determine if the verified claims are admissible, taking
into account the trustee's opinion and the objections and
challenges raised by Sucesion de Francisco and its creditors.

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

A general report that contains an audit of Sucesion de
Francisco's accounting and banking records will follow on
Feb. 13, 2007.

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

The trustee can be reached at:

              Ernesto Resnizky
              Caracas 4330
              Buenos Aires, Argentina


SUR AGROPECUARIA: Deadline for Claims Verification Is Sept. 29
--------------------------------------------------------------
Mauricio Rosenblum, the court-appointed trustee for Sur
Agropecuaria S.A.'s bankruptcy case, verifies creditors' proofs
of claim until Sept. 29, 2006.

Under Argentine Bankruptcy Law, Mr. Rosenblum is required to
present the validated claims in court as individual reports.
Court No. 19 in Buenos Aires will determine if the verified
claims are admissible, taking into account the trustee's opinion
and the objections and challenges raised by Sur Agropecuria and
its creditors.

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

Mr. Rosenblum will also submit a general report that contains an
audit of Sur Agropecuaria's accounting and banking records.  The
report submission dates have not been disclosed.

Court No. 19 in Buenos Aires declared Sur Agropecuaria bankrupt
at the behest of Bayer S.A., which it owes US$103,569.67.

Clerk No. 38 assists the court in the proceeding.

The debtor can be reached at:

              Sur Agropecuaria S.A.
              Avenida Cordoba 836
              Buenos Aires, Argentina

The trustee can be reached at:

              Mauricio Rosenblum
              Bartolome Mitre 2296
              Buenos Aires, Argentina


TIEMPO PUBLICITARIO: Last Day for Claims Verification Is Oct. 6
---------------------------------------------------------------
Angel Miragaya, the court-appointed trustee for Tiempo
Publicitario S.R.L.'s bankruptcy proceeding, verifies creditors'
proofs of claim until Oct. 6, 2006.

Ms. Miragaya will present the validated claims in court as
individual reports on Nov. 20, 2006.  A court in Buenos Aires
will determine if the verified claims are admissible, taking
into account the trustee's opinion and the objections and
challenges raised by Tiempo Publicitario and its creditors.

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

A general report that contains an audit of Tiempo Publicitario's
accounting and banking records will follow on Feb. 5, 2007.

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

The trustee can be reached at:

              Angel Miragaya
              Parana 774
              Buenos Aires, Argentina


VIPAK SRL: Verification of Proofs of Claim Is Until Sept. 29
------------------------------------------------------------
Abel Latendorf, the court-appointed trustee for Vipak S.R.L.'s
reorganization proceeding, verifies creditors' proofs of claim
until Sept. 29, 2006.

Under Argentine Bankruptcy Law, Mr. Latendorf is required to
present the validated claims in court as individual reports.
Court No. 14 in Buenos Aires will determine if the verified
claims are admissible, taking into account the trustee's opinion
and the objections and challenges raised by Vipak and its
creditors.

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

Mr. Latendorf will also submit a general report that contains an
audit of Vipak's accounting and banking records.  The report
submission dates have not been disclosed.

On Aug. 20, 2007, Vipak's creditors will vote on a settlement
plan that the company will lay on the table.

Clerk No. 28 assists the court in the case.

The debtor can be reached at:

              Vipak S.R.L.
              Mexico 3543
              Buenos Aires, Argentina

The trustee can be reached at:

              Abel Latendorf
              Piedras 153
              Buenos Aires, Argentina




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


COMPLETE RETREATS: Gets Final Court Nod for US$12 Mil. DIP Loan
---------------------------------------------------------------
The Honorable Alan H.W. Shiff of the U.S. Bankruptcy Court for
the District of Connecticut authorized Complete Retreats LLC and
its debtor-affiliates, on a final basis, to borrow up to
US$12,223,000 from The Patriot Group, LLC, as lender and agent,
and LLP Mortgage, Ltd.

All objections to the Debtors' request for the entry of the
Final DIP Order are deemed overruled to the extent not
withdrawn.

The Court approved the Debtors' DIP Credit Agreement, as
modified:

   1. The maximum amount of the DIP Facility Commitment is
      increased from US$10,000,000 to US$12,223,000, plus up to
      US$1,900,000 in Carve-Out Expenses if Lenders elect to
      fund Carve-Out Expenses.

   2. The 13-week Budget for postpetition operating expenses and
      other costs for the administration of the Debtors' cases
      is amended.

      A copy of the 13-week Budget is available at no charge at:

               http://researcharchives.com/t/s?1002

   3. Events of default include the Debtors' failure to:

         * provide the DIP Lenders with an executed financing
           commitment for a New DIP facility which has been
           approved by the Official Committee of Unsecured
           Creditors, in form and substance acceptable to the
           Lenders, with a third- party lender, by
           Sept. 30, 2006; and

         * file with the Bankruptcy Court a motion to approve
           the New DIP Facility Commitment by Oct. 10, 2006.

   4. The DIP loan will mature on the earliest of:

         (i) Oct. 15, 2006;

        (ii) Oct. 31, 2006, if the New DIP Conditions are met;

       (iii) the effective date of a plan of reorganization
             concerning any Debtor; or

        (iv) the date on which an Event of Default occurs.

   5. All DIP Loan Advances under and after the entry of the
      Final Order after Sept. 30, 2006, will be conditioned on
      the New DIP Facility Commitment or an alternative New DIP
      Facility financing commitment in form and substance
      acceptable to the Lenders.

The Lenders are granted valid and perfected security interests
and liens, superior to all other liens, claims, security
interests and encumbrances.  The Lenders are also granted an
allowed superpriority administrative claim for all of the
Debtors' postpetition obligations.

The Lenders' liens and security interests in the Collateral and
the Superpriority Claim will be subject only to:

   * U.S. Trustee fees pursuant to 28 U.S.C. Sec. 1930(a)(6);
   * Clerk of Court fees;
   * professional fees, up to US$1,500,000; and
   * unpaid business payroll expenses, up to US$400,000.

As further adequate protection, the Debtors will pay monthly to
the Lenders:

   1. the reasonable attorneys' fees and expenses incurred by
      each Lender in connection with the Debtors' cases and the
      Existing Loans; and

   2. accrued interest on the Existing Loans.

The rights granted to the Lenders relating to the Existing Loans
and the Prepetition Obligations are without prejudice to the
right of the Official Committee of Unsecured Creditors to:

   1. object to or challenge the provisions of the Final Order
      and the Interim Order related to

      -- the validity, extent, perfection or priority of the
         mortgages, security interests and liens of the Lenders
         in connection with the Existing Loans and the
         Prepetition Obligations; or

      -- the validity, priority, status or amount of the
         Existing Loans or the Prepetition Obligations; or

   2. assert any claim or cause of action at law or in equity
      against the Lenders related to the Existing Loans,
      Prepetition Obligations and the Lenders' relationship or
      conduct with respect to the Debtors.

The Committee and any party-in-interest with requisite standing
will have until Oct. 3, 2006, to object to the validity of the
Prepetition Obligations or assert any Lender Claims.  The Court
may extend the Objection Period for up to two successive periods
of not more than 30 days each for good cause shown.

A full-text copy of the Final DIP Order is available for free
at:

               http://researcharchives.com/t/s?1003

A full-text copy of the Modified DIP Credit Agreement is
available for free at:

               http://researcharchives.com/t/s?1004

The Debtors relate that they will use their best efforts to
deliver to the Lenders an executed New DIP Facility Commitment
by Aug. 31, 2006, as approved by the Committee and to file a New
DIP Facility Motion by Sept. 10, 2006.

                  About Complete Retreats

Complete Retreats, LLC, Preferred Retreats, LLC, and their
subsidiaries were founded in 1998.  Owned by Robert McGrath and
four minority owners, the companies operate a five-star
hospitality and real estate management business and are a
pioneer and market leader of the "destination club" industry.
Under the trade name "Tanner & Haley Resorts," Complete
Retreats, et al.'s destination clubs have numerous individual
and company members.

Destination club members pay up-front membership deposits,
annual dues, and daily usage fees.  In return, members and their
guests enjoy the use of first-class private residences, and
receive an array of luxurious services and amenities in certain
exotic vacation destinations in the United States and locations
around the world, including: Abaco, Bahamas; Cabo San Lucas,
Mexico; Nevis, West Indies; Telluride, Colorado; and Jackson
Hole, Wyoming.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245
through 06-50306).  Nicholas H. Mancuso, Esq., Jeffrey K. Daman,
Esq., Joel H. Levitin, Esq., David C. McGrail, Esq., Richard A.
Stieglitz Jr., Esq., at Dechert LLP, are representing the
Debtors in their restructuring efforts.  Xroads Solutions Group,
LLC, is the Debtors financial and restructuring advisor.  When
the Debtors filed for chapter 11 protection, they listed total
debts of US$308,000,000.  (Complete Retreats
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: Robert McGrath Quits as CEO of Tanner & Haley
----------------------------------------------------------------
Robert McGrath has resigned as chief executive officer of Tanner
& Haley Resorts.

In a letter dated Aug. 15, 2006, Holly Felder Etlin, chief
financing officer of Tanner & Haley, stated that in his
resignation, Mr. McGrath concluded that he could best enable the
company he founded to successfully complete its financial
reorganization by stepping down.

According to Ms. Etlin, Mr. McGrath is widely credited with
inventing the destination club business, which currently numbers
more than twenty major players and generates total revenues of
more than a billion dollars.

                  About Complete Retreats

Complete Retreats, LLC, Preferred Retreats, LLC, and their
subsidiaries were founded in 1998.  Owned by Robert McGrath and
four minority owners, the companies operate a five-star
hospitality and real estate management business and are a
pioneer and market leader of the "destination club" industry.
Under the trade name "Tanner & Haley Resorts," Complete
Retreats, et al.'s destination clubs have numerous individual
and company members.

Destination club members pay up-front membership deposits,
annual dues, and daily usage fees.  In return, members and their
guests enjoy the use of first-class private residences, and
receive an array of luxurious services and amenities in certain
exotic vacation destinations in the United States and locations
around the world, including: Abaco, Bahamas; Cabo San Lucas,
Mexico; Nevis, West Indies; Telluride, Colorado; and Jackson
Hole, Wyoming.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245
through 06-50306).  Nicholas H. Mancuso, Esq., Jeffrey K. Daman,
Esq., Joel H. Levitin, Esq., David C. McGrail, Esq., Richard A.
Stieglitz Jr., Esq., at Dechert LLP, are representing the
Debtors in their restructuring efforts.  Xroads Solutions Group,
LLC, is the Debtors financial and restructuring advisor.  When
the Debtors filed for chapter 11 protection, they listed total
debts of US$308,000,000.  (Complete Retreats
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


LLOYDS TSB: Final Shareholders Meeting Moved to Sept. 8
-------------------------------------------------------
Lloyds TSB Bank & Trust (Cayman) Limited's final shareholders
meeting is moved to Sept. 8, 2006, at 10:30 a.m. at:

              Dehands House
              2nd Terrace West, Centreville
              P. O. Box N-7120, Nassau
              The Bahamas

The meeting was previously set for June 1, 2006.

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

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

The liquidator can be reached at:

             Anthony S. Kikivarakis
             Attention: Colette Wilkins
                        Melissa Nadeau
             Dehands House, 2nd Terrace West
             Centreville, P. O. Box N-7120
             Nassau, The Bahamas
             Tel: (345) 949 7555
             Fax: (345) 949 8492


WINN-DIXIE: Wants Florida Tax Claims Reduced and Allowed
--------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to reduce
and allow these tax claims in the amounts based on Assessment
Technologies, Ltd.'s revised tax amounts.

The Debtors object to the tax claims filed on behalf of a group
of tax collectors, treasurers and officers for 65 different
jurisdictions within the State of Florida.

Based on the analysis of Assessment Technologies, Ltd., their
property tax consultants, the Debtors conclude that the imposed
2004 and 2005 tax amounts are excessive.

The Tax Liabilities include:

                             Base Tax      Revised
     Location                Asserted     Tax Amount
     ---------             -----------   -----------
     Brevard County      US$1,740,299  US$1,582,956
     Broward County        12,764,906    11,474,206
     Collier County         1,099,822       961,080
     Duval County           6,448,549     5,206,101
     Hillsborough County    3,394,102     2,865,307
     Lee County             1,174,577       962,213
     Miami-Dade County     14,365,657    12,908,358
     Orange County          3,981,494     3,350,574
     Osceola County         1,294,639     1,041,373
     Palm Beach County      6,862,625     6,302,537
     Pinellas County        3,308,899     2,797,364
     Polk County            1,335,242       937,021
     Seminole County        1,464,607     1,146,033
     Volusia County         1,995,874     1,700,040

The Debtors further ask the Court to determine that the
adjusted market values of their properties are the correct
values the Florida Tax Collectors should use in computing
the tax liabilities for 2006.  A list of the 2006 market
values of the properties is available for free at
http://ResearchArchives.com/t/s?1007

      http://bankrupt.com/misc/Wdix_2006MarketValues.pdf

To the extent that their claims are secured by liens against the
Debtors' property and the value of the property exceeds the
amount of the tax claim, the Florida Tax Collectors impose
interest for their claims of 18% per annum.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, notes that the court in In re Davison,
106 B.R. 1021, 1022 (Bankr. Neb. 1989), held that a debtor is
obligated to pay interest at the statutory rate "unless the
court determines that the statutory interest rate constitutes a
penalty."

Based upon the average 3.61% one-year London Interbank Offered
Rate and 5.68% prime lending rate, the Debtors submit that the
rates asserted by the Florida Tax Collectors contain a penalty
and should be reduced.

Accordingly, the Debtors ask the Court to determine that the
adjusted rate of 6% per annum is the appropriate interest rate
to be used to calculate accrued interest on any Allowed Tax
Claim.

The proposed Adjusted Rate represents Prime plus one-half
percent for the period the taxes remain unpaid, and adequately
accounts for the appropriate credit risk of the Debtors and the
Florida Tax Collectors' secured status, Ms. Jackson relates.

Moreover, the Debtors ask the Court to:

   (a) authorize them to set off any excess amount paid against
       their liability on other accounts within the same
       jurisdiction and for the same or other tax years; and

   (b) extinguish any liens relating to their secured tax
       liabilities addressed in the objection upon payment of
       the allowed Florida Tax Claims and revised tax amounts.

Objections to the Debtors' request are due on Aug. 28, 2006.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King
& Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed US$2,235,557,000 in total assets and
US$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).




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


CONCORD RE: Moody's Puts Ba2 Rating on Proposed Senior Term Loan
----------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)Ba2
rating to the proposed senior secured term loan -- up to US$375
million -- of Bermuda-based Concord Re Limited.

Moody's has also assigned a provisional (P)Baa2 insurance
financial strength rating to Concord Re.

The outlook for both provisional ratings is stable.

Moody's said that it expects to remove the provisional status
and assign definitive ratings at the same level upon review of
final executed documentation, provided the documentation is
consistent with the terms and conditions specified as of
Aug. 1, 2006, that underlie the provisional ratings.

The senior secured term loan of Concord Re, which is being
syndicated to financial institutions and other institutional
lenders, is scheduled to mature in early 2012.  The loan is
secured by the capital stock of Concord Re, and is non-
amortizing, but allows for voluntary prepayments, and requires
mandatory prepayments under certain circumstances.

According to Moody's, Concord Re is a limited-life, newly formed
Class 3 Bermuda reinsurer that will enter into a collateralized
quota share reinsurance treaty with its sole cedant, Lexington
Insurance Company (Lexington), a property-casualty company of
American International Group, Inc.

Concord Re will assume a pro rata share of the gross written
premiums and losses for the first US$10 million of limits per
policy, for lines of business underwritten by Lexington's
Property Division -- the first US$5 million of limits per policy
for property business classified as Construction Services.  This
portfolio includes energy/heavy manufacturing, general property,
real estate, communications, construction services, and the
inland marine and specialty classes of Lexington's domestic
commercial property book.

Initial capitalization for Concord Re is expected to be up to
US$750 million, comprised of up to US$375 million in the senior
secured term loan and up to US$375 million of common equity.

Concord Re will post its total paid-in capital, net of
transaction expenses, as cash and securities into a trust(s) to
collateralize its reinsurance obligations to Lexington.  Funds
in the trust will be invested in investment-grade securities
with restrictions similar to those specified by Regulation 114.

Moody's stated that Concord Re's ratings reflect an analysis of
the structural and contractual features of the Concord Re
vehicle, as well as probabilistic analysis to determine both the
probability of loss and expected severity of loss to both
Concord Re's debt holders and its sole cedant, Lexington
Insurance Company.

The (P)Ba2 provisional rating for the senior secured term loan
is supported by Concord Re's capitalization level relative to
its loss exposure, a balance sheet that is unencumbered by
legacy exposures, and certain structural characteristics that
are designed to offer protection to debt holders during the
wind-down period.  These fundamental strengths are tempered by
Concord Re's relatively high debt leverage profile -- 50% debt
to total capital -- and parameter risk in the modeling
assumptions that form the basis of the company's capitalization,
particularly assumptions regarding attritional (non-catastrophe)
loss ratios.

Moody's further noted four structural/contractual elements of
the transaction, which impacted its assessment:

   -- the minimal collateral requirement, as it is currently
      structured, may not always rise in lockstep with risk
      exposure, making it less likely that risk exposure will be
      reduced -- via an adjustment to the cession percentage --
      if funds in the collateral trust fall below the minimum
      collateral requirement.  The minimal collateral
      requirement was an important quantitative consideration
      given that the interests of equity holders, cedant, and
      debt holders are partially aligned through that structural
      feature;

   -- subsequent reinsurance purchased by Lexington or AIG will
      not inure to the benefit of Concord Re;

   -- the ability of equity holders to extract dividends out of
      net income on a quarterly basis also impacted Moody's
      assessment; and

   -- debt holders are exposed to uncertainty surrounding the
      exact amount of liabilities that are owed to Lexington
      when the liabilities are commuted at the end of the
      vehicle's life.

Concord Re's (P)Baa2 insurance financial strength rating
reflects the probability of default and expected loss profiles
for cedant obligations, which are enhanced by the establishment
of a collateral trust for the benefit of its sole cedant.

The ratings contemplate a maximum underwriting (policies
attaching) period of 36 months, assuming that equity holders --
having suffered a cumulative net loss after 18 months -- will
elect to extend the underwriting period by another 18 months and
that debt remains in place accordingly, for the full tenor of
5.5 years.

The ratings also assume no additional debt above the original
US$375 million committed and fully funded initial term loan.

Moody's noted that its expectations at the current rating level
are that Concord Re will continue to maintain a financial
leverage profile of no more than 50% debt to total capital.  The
ratings going forward will reflect updated analysis of the
cumulative performance of the company, its future overall risk-
adjusted capitalization level, and updated prospective
probabilistic analysis of its reinsurance portfolio at future
points in time.

Concord Re Limited, based in Bermuda, is a licensed Class 3
reinsurer that will enter into a collateralized quota share
reinsurance treaty with its sole cedant, Lexington Insurance
Company, a property-casualty company of New York-based American
International Group, Inc.


SCOTTISH RE: Comments on Rating Cuts from S&P & Moody's
-------------------------------------------------------
Scottish Re Group Limited (NYSE: SCT) responded to the recent
actions taken by Standard & Poor's Ratings Services and Moody's
Investor Service to lower the Company's credit ratings as a
result of a short-term tightening of Scottish Re's liquidity.

On August 18, S&P lowered its counterparty credit and financial
strength ratings on Scottish Re's operating subsidiaries from
BBB+ to BBB- and lowered its counterparty credit rating on
Scottish Re Group Limited from BB+ to B+.

On Monday, Moody's lowered Scottish Re's senior unsecured debt
rating from Ba2 to Ba3 and also downgraded the insurance
financial strength ratings of the Company's core insurance
subsidiaries, Scottish Annuity & Life Insurance Company Ltd. and
Scottish Re, Inc., from Baa2 to Baa3.

Commenting on the actions taken by S&P and Moody's, Paul
Goldean, interim Chief Executive Officer of Scottish Re Group
Limited said, "The downgrades are in response to Scottish Re's
disclosure in its recent second-quarter 2006 Form 10-Q filing,
which indicated that the Company's short-term liquidity and
collateral sources are tight and that the Company is in active
discussions regarding capital and liquidity alternatives.  At
this time, it is important for shareholders to be aware that all
of Scottish Re's regulated entities are capitalized in excess of
their required minimum.  Scottish Re's underlying business is
sound, as both S&P and Moody's noted, and the Company's
mortality experience remains in line with expectations."

"We continue to actively pursue the previously announced
strategic alternatives and remain confident in the Company's
ability to execute one or more of these strategic alternatives,"
Mr. Goldean concluded.

S&P and Moody's stated that the Company's ratings would remain
on review until capital has been raised, the liquidity situation
has been resolved, and the company's strategic alternatives have
been clarified.  Scottish Re anticipates similar announcements
to be made by other ratings agencies.

                     About Scottish Re

Scottish Re Group Limited -- http://www.scottishre.com/-- is a
global life reinsurance specialist.  Scottish Re has operating
companies in Bermuda, Charlotte, North Carolina, Dublin,
Ireland, Grand Cayman, and Windsor, England.  At March 31, 2006,
the reinsurer's balance sheet showed US$12.2 billion assets and
US$10.8 billion in liabilities

                        *    *    *

Following Scottish Re Group Limited's profit warning, Moody's
Investors Service downgraded on July 31,2006, to Ba2 from Baa2
the senior unsecured debt rating of Scottish Re; the rating
agency also downgraded to Baa2 from A3 the insurance financial
strength ratings of the company's core insurance subsidiaries,
Scottish Annuity & Life Insurance Company (Cayman) Ltd. and
Scottish Re (U.S.), Inc. All debt and IFS ratings of Scottish Re
remain on negative outlook.

A.M. Best Co. also downgraded on July 31, 2006, the financial
strength rating to B++ from A- and the issuer credit ratings to
"bbb+" from "a-" of the primary operating insurance subsidiaries
of Scottish Re Group Limited (Scottish Re) (Cayman Islands).
A.M. Best has also downgraded the ICR of Scottish Re to "bb+"
from "bbb-".  All FSR and debt ratings have been placed under
review with negative implications.




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


PETROLEO BRASILEIRO: Guarani Tribe Seizes Parapet Gas Pipeline
--------------------------------------------------------------
A press official from Petroleo Brasileiro SA's Bolivian unit
told Dow Jones Newswires that members of the Guarani tribe have
occupied the gas pipeline the company operates with Repsol YPF
and Total SA.

The control station that the tribe has occupied is in Parapet,
Santa Cruz.  It serves to compress gas to transport it to
Brazil, which imports about 25 million cubic meters of gas a day
from Bolivia.

The official of Petroleo Brasileiro called Dow Jones on Monday,
saying that up to 30 Indians were still occupying the site,
while up to 150 people were holding demonstrations outside the
premises, demanding the immediate payment of US$9 million in
social contributions the oil firms promised in 2005.

However, Petroleo Brasileiro told Dow Jones that the deal
predicts contributions to be made over a time period of 20 years
and not immediately.

Dow Jones reports that the official said tribe leaders
threatened to close valves in the control station to halt the
gas exports.

So far, the gas flow is uninterrupted, the official told Dow
Jones.

Sergio Gabrielli, the chief executive officer of Petroleo
Brasileiro told the Estado newswire, "Even in critical moments,
we emphasize our trust in the continuation of supply."

According to Dow Jones, Mr. Gabrielli said that planned
infrastructure investments in the region could possibly be done
earlier to alleviate the conflict.  However, the official said
that it would still undergo a negotiation.

A press official of Bolivia's Hydrocarbons Ministry told Dow
Jones that the ministry sent a commission led by William
Donaire, the vice-minister for the commercialization and
industrialization of hydrocarbons, to Parapeti in order to talk
with the Indians.

                 About Petroleo Brasileiro

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro
S.A. aka Petrobras was founded in 1953.  The company explores,
produces, refines, transports, markets, distributes oil and
natural gas and power to various wholesale customers and retail
distributors in the country.

                        *    *    *

Petroleo Brasileiro SA's long-term corporate family rating is
rated Ba3 by Moody's and its foreign currency long-term debt is
rated BB- by Fitch.

                        *    *    *

As reported in the Troubled Company Reporter on April 26, 2006,
in conjunction with the roll out of Issuer Default Ratings and
Recovery Ratings for Latin America Corporates, Fitch Ratings has
taken rating actions on Petroleo de Brasileiro SA.  These
ratings were affected:

  Foreign Currency:

    -- Previous Rating: 'BB-'
    -- New RR: 'BB', Rating Outlook Positive

  US$2.5 billion, Senior Unsecured Notes due 2008, 2013, 2014
  and 2018:

    -- Previous Rating: 'BB-'
    -- New IDR: 'BB+'


YPF SA: Guarani Tribe Occupies Gas Pipeline in Bolivia
------------------------------------------------------
Members of the Guarani tribe have occupied the gas pipeline that
Repsol YPF -- the parent firm of YPF SA -- operates with
Petroleo Brasileiro and Total SA, Dow Jones Newswires reports,
citing a press official from Petroleo Brasileiro.

The control station that the tribe has occupied is in Parapet,
Santa Cruz.  It serves to compress gas to transport it to
Brazil, which imports about 25 million cubic meters of gas a day
from Bolivia.

The official of Petroleo Brasileiro called Dow Jones on Monday,
saying that up to 30 Indians were still occupying the site,
while up to 150 people were holding demonstrations outside the
premises, demanding the immediate payment of US$9 million in
social contributions the oil firms promised in 2005.

However, Petroleo Brasileiro told Dow Jones that the deal
predicts contributions to be made over a time period of 20 years
and not immediately.

Dow Jones relates that the official said tribe leaders
threatened to close valves in the control station to halt the
gas exports.

So far, the gas flow is uninterrupted, the official told Dow
Jones.

Sergio Gabrielli, the chief executive officer of Petroleo
Brasileiro told the Estado newswire, "Even in critical moments,
we emphasize our trust in the continuation of supply."

According to Dow Jones, Mr. Gabrielli said that planned
infrastructure investments in the region could possibly be done
earlier to alleviate the conflict.  However, the official said
that it would still undergo a negotiation.

A press official of Bolivia's Hydrocarbons Ministry told Dow
Jones that the ministry sent a commission led by William
Donaire, the vice-minister for the commercialization and
industrialization of hydrocarbons, to Parapeti in order to talk
with the Indians.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
June 9, 2006, Moody's Investors Service upgraded YPF Sociedad
Anonima's rating under the revised foreign currency ceilings:

   -- Foreign Currency Corporate Family Rating: to B2 from B3;
       Outlook remains Negative.

Moody's affirmed these five ratings:

   -- Issuer Rating (domestic currency): Baa2/NEG;

   -- Senior Unsecured Rating (foreign currency): Ba2/NEG;

   -- Senior Unsecured Rating MTN (foreign currency): Ba2/NEG;

   -- Senior Secured Shelf Rating (foreign currency):
      (P)Ba2/NEG; and

   -- Senior Unsecured Shelf Rating (foreign
      currency):(P)Ba2/NEG.




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


BANCO BRADESCO: Enters Partnership with AirPlus International
-------------------------------------------------------------
Banco Bradesco SA has partnered with AirPlus International
-- a global supplier of corporate travel payment solutions
-- to provide international companies in Brazil with a complete
corporate payment system.

Through the partnership, AirPlus will extend its partner network
and merchant base in the Latin American region, strengthening
its position in the business travel payment market worldwide.

The partnership between AirPlus and Bradesco will offer
corporations in Brazil a comprehensive solution that will enable
them to better analyze and control their travel spending with
detailed and accurate data including company, traveller and
trip-specific information.

The partnership also expands the AirPlus merchant base within
Latin America.  Corporations worldwide will benefit from the new
strategic cooperation between AirPlus and Bradesco, making it
possible for them to manage all corporate travel purchasing
through a single global provider.

Richard Crum -- the president and Chief Executive Officer of
AirPlus International, Americas -- said, "In Bradesco, we have
found a partner that is ideally positioned in the Brazilian
market.  Bradesco's existing payment systems are an excellent
fit with our know-how in international business travel
management.  With Bradesco we have a great partner for sustained
growth in the region."

Jose Renato Simao Borges, Bradesco's departmental director,
said, "At Bradesco we are very happy for this partnership, as it
strengthens our leadership position on the commercial cards
market in Brazil, mainly on the corporate travel segment.
Besides that, it demonstrates the excellence of our products and
services and our capacity to meet the needs of large
international corporations' subsidiaries."

The core product of the partnership is the BRADESCO Cartao
Passagem Bradesco or CPB.  This lodged product offers companies
a central billing solution to easily pay for air tickets from
all major international airlines.  The detailed accounting
information provided by the CPB enables companies to enjoy the
benefit of unparalleled transparency of costs.

In addition to the CPB, the BRADESCO Corporate Gold Card serves
as a powerful payment tool for all other travel and
entertainment-related expenses.  These two products also enjoy
extensive insurance benefits as well as a wide range of other
advantages.

All data generated through the use of AirPlus payment products
is available to corporations anytime online via the web-based
AirPlus Information Manager, allowing them to analyze and
generate comprehensive reports on their travel programs.
Detailed expense reports provided by the AirPlus Information
Manager assist businesses to identify potential saving
opportunities, thereby providing them with an excellent basis
for price negotiations with airlines, hotels, car rental
companies and other service providers.  Over 30,000 corporate
customers worldwide rely on AirPlus for their business travel
management needs and benefit from AirPlus' presence in all the
leading business travel markets worldwide.

                        About AirPlus

AirPlus International -- http://www.airplus.com-- is a leader
in corporate travel payment systems and management information
reporting solutions.  With AirPlus' central payment accounts,
corporate cards and online management tools, customers can
optimize all their travel payment practices.  More than 30,000
companies, including some of the world's largest global
enterprises, have come to trust AirPlus.

                       About Bradesco

Headquartered in Sao Paulo, Brazil, Banco Bradesco S.A. Banco
-- http://www.bradesco.com.br/-- prides itself on serving
low-and medium-income individuals in Brazil since the 1960s.
Bradesco is Brazil's largest private bank, with more than 3,000
banking branches, and also a leader in insurance and private
pension management.  Bradesco has branches throughout Brazil as
well as one in New York, two in the Bahamas, and four in the
Cayman Islands.  Bradesco offers Internet banking, insurance,
pension plans, annuities, credit card services (including
football-club affinity cards for the soccer-mad population), and
Internet access for customers.  The bank also provides personal
and commercial loans, along with leasing services.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Aug. 21, 2006, Fitch Ratings took these rating actions on Banco
Bradesco S.A.:

   -- Foreign Currency Issuer Default Rating upgraded to
      'BB+' from 'BB', Outlook remains Stable;

   -- Short-term Foreign Currency rating affirmed at 'B';

   -- Local Currency Issuer Default Rating affirmed at 'BBB-',
      Outlook Stable;

   -- Short-term Local Currency rating affirmed at 'F3';

   -- Individual rating affirmed at 'B/C';

   -- Support rating affirmed at '4';

   -- National Long-term affirmed at 'AA+(bra)', Outlook remains
      Stable; and

   -- National Short-term affirmed at 'F1+(bra)'.


BES INVESTIMENTO: Moody's Raises Financial Strength Rating to D-
----------------------------------------------------------------
Moody's Investors Service upgraded to D- from E+ the bank
financial strength rating assigned to BES Investimento do Brasil
S.A. aka BES, while the company's B1 long-term foreign currency
deposit rating and Not Prime short-term foreign currency deposit
rating remain under review for possible upgrade, in line with
the review for Brazil's country ceiling.

Moody's upgraded BES' long-term global local currency deposit
ratings to Baa2 from Baa3 with a stable outlook, and the short-
term global local currency deposit rating to Prime-2 from
Prime-3.

Moody's also raised the long-term national scale deposit rating
of BES to Aaa.br from Aa1.br, and affirmed the company's BR-1
short-term national scale deposit rating.

Moody's said that the rating action reflects BES's ability to
grow its investment bank franchise in Brazil in the context of
fierce competition and to enhance its market presence, and thus,
its earnings generation ability in its targeted business
segments of capital markets, corporate finance, treasury, and
brokerage.

The rating agency observed that BES has gradually expanded its
business focus, operating structure, and client reach since it
started operations in 2000.  The bank is now better positioned
to leverage potential business opportunities, moving beyond its
initial concentration on the Iberian customer base and also on
the synergies offered by its shareholders, its majority owner
BES-Portugal and its minority shareholder in Brazil, Banco
Bradesco.

As a result, said Moody's, BES's earnings are becoming more
diversified, with a growing contribution of fee-based product
lines, while its proprietary trading position now accounts for
about one third of total earnings.  Conservative risk management
and controls, which are aligned with those of the parent bank,
also support the higher ratings.

Moody's noted, however, that BES's management will be challenged
to maintain the efficiency of the bank's business platform,
while focusing on maximizing synergies with the parent.
Maintaining a flexible cost structure and achieving a more
balanced revenue stream are particularly critical in light of
the inherent volatility of both the Brazilian economy and the
bank's business profile as an investment bank, as well as the
vulnerability of its core earnings to intense competition.

Moody's considers the Espirito Santo group to be committed to
its Brazilian operation, as the group has maintained extensive
investments in Brazil for many years and in light of a planned
capital increase from BES Portugal.  This additional capital
support should assist the bank in taking advantage of growth
opportunities.  The likelihood of parental support for liquidity
and capital is incorporated into BES's Baa2 global local
currency rating.

BES Investimento do Brasil S.A is headquartered in Sao Paulo,
Brazil.  In June 2006, the bank had total assets of R$1.7
billion and equity of R$103 million.


COMMSCOPE INC: Backs Out on Proposed Andrew Corp. Acquisition
-------------------------------------------------------------
CommScope, Inc. responded to Andrew Corp.'s rejection of its
proposal to acquire all of Andrew's outstanding shares for
US$9.50 per share in cash:

"We are disappointed that Andrew has decided to reject our
proposal.  After careful consideration with our advisors,
CommScope has decided not to pursue its proposal to acquire
Andrew Corp. at the present time.  CommScope's operational
excellence and financial discipline has made us a global leader
in the 'last mile' of telecommunications.  We intend to continue
building upon our leadership position and we are confident that
CommScope is poised to continue creating value for its
stockholders."

                     About Andrew Corp.

Based in Westchester, Illinois, Andrew Corp. (Nasdaq: ANDW)
-- http://www.andrew.com/-- designs, manufactures, and delivers
innovative and essential equipment and solutions for the global
communications infrastructure market.   The company serves
operators and equipment manufacturers from facilities in 35
countries.  The Company is an S&P 500 company founded in 1937.

                      About CommScope

Based in Hickory, North Carolina, CommScope, Inc. (NYSE:CTV)
-- http://www.commscope.com/-- designs and manufactures "last
mile" cable and connectivity solutions for communication
networks.  Through its SYSTIMAX(R) Solutions(TM) and Uniprise(R)
Solutions brands CommScope is the global leader in structured
cabling systems for business enterprise applications.  It is
also the world's largest manufacturer of coaxial cable for
Hybrid Fiber Coaxial applications. Backed by strong research and
development, CommScope combines technical expertise and
proprietary technology with global manufacturing capability to
provide customers with high-performance wired or wireless
cabling solutions.

To serve the growing Latin American market, CommScope has begun
manufacturing coaxial cable for broadband wireless and wireless
networks in its plant in Jaguariuna, Brazil.  It has over
283,000 sq. ft. of manufacturing space.

                        *    *    *

As reported in the Troubled Company Reporter on Aug. 10, 2006,
Moody's Investors Service placed the ratings of CommScope, Inc.
on review for possible downgrade following its report that it
placed an all cash bid to acquire Andrew Corp. for US$1.7
billion.  This bid is a competing offer set to expire
Aug. 11, 2006, with a 36% premium to that outstanding by ADC
Telecommunications Inc.  Moody's estimates that pro forma for
the acquisition prior to cost savings from synergies,
Commscope's financial leverage as measured by debt to TTM June
2006 EBITDA adjusted for capitalized operating leases would be
increased from about 2.2x to more than 5x, which could
potentially result in a multiple notch downgrade.

Ratings under review for downgrade include the Ba2 corporate
family rating and B1 rating of its US$250 million senior
subordinated note due 2024.

As reported in the Troubled Company Reporter on Aug. 9, 2006,
Standard & Poor's Ratings Services has placed its 'BB' corporate
credit and 'B+' subordinated debt ratings of CommScope Inc. on
CreditWatch with negative implications.  The action reflects
CommScope's offer to acquire Andrew Corp. for US$1.7 billion in
cash.  This offer represents a 36% premium to the existing stock
offer for Andrew by unrated Eden Prairie, Minn.-based ADC
Telecommunications Inc.


COMMSCOPE INC: Aborted Andrew Merger Cues S&P to Remove Neg. Watch
----------------------------------------------------------------
Standard & Poor's Rating Services removed its rating on
Hickory, North Carolina-based CommScope, Inc., from CreditWatch
with negative implications from CreditWatch, where they were
placed with negative implications on Aug. 7, 2006, and affirmed
the existing 'BB' corporate credit rating.  The outlook is
stable.

The action reflects CommScope's decision not to further pursue
the acquisition of Westchester, Illinois-based Andrew Corp.
(BB/Watch Neg/--).

Last week, CommScope made an offer of US$1.7 billion in cash to
acquire Andrew Corp., which was subsequently rejected as
inadequate.  Although CommScope has decided not to pursue Andrew
with a better offer, Standard & Poor's does not currently expect
to see an alternate acquisition of similar magnitude.  However,
CommScope's leverage at about 2x is somewhat low for the rating,
allowing the company room to pursue more moderate acquisition
activity.

"The ratings on CommScope Inc. reflect recently challenging
market conditions characterized by periods of weak demand, and
rising raw materials costs, offset by leading North American
market positions in enterprise and broadband cable products and
a moderately leveraged balance sheet, all of which contribute to
profitability volatility," said Standard & Poor's credit analyst
Stephanie Crane.

CommScope Inc. is a leader in enterprise cable products, as well
as a leading supplier of broadband cable to multiple service
operators.  With its Systimax brand, CommScope has a
particularly strong position in high-end, structured cable
products for the enterprise market, including its recently
launched 10-gigabyte Ethernet copper cable product.  The
enterprise market is subject to demand fluctuations that
correlate with overall spending on information technology;
broadband cable also is subject to spending fluctuations by the
MSOs, with current spending activity in a maintenance mode.

CommScope also has smaller market positions in cable and other
products for telecommunications carriers, particularly wireless,
which provide mixed contributions to the company's overall
operating performance.


COMMSCOPE INC: Moody's Confirms Low B Corporate & Debt Ratings
--------------------------------------------------------------
Moody's Investors Service concluded its review of CommScope,
Inc., and confirmed its Ba2 Corporate Family Rating and B1
subordinated debt rating.  The ratings were confirmed after
CommScope withdrew its debt financed US$1.7 billion offer for
Andrew Corp.  While Moody's believes the Company will continue
to evaluate acquisitions within their markets, the Ba2 rating
provides room for smaller debt financed acquisitions to fill
gaps in its product offering.

The Company's Ba2 rating is supported by its low leverage of
2.2x adjusted LTM EBITDA, successful integration of the
previously acquired Connectivity Solutions business from Avaya,
leading global market positions supplying coaxial cable, fiber
optics, complex wiring systems and environmental enclosures for
the cable, telecom and enterprise markets, and continued growth
in telecom and enterprise customer spending.  Although the
credit metrics and market position may support a higher rating,
the firm's acquisition appetite, the cyclicality of the cable,
telecommunications and enterprise connectivity businesses and
competition from larger, well capitalized competitors constrain
the rating.  The outlook is stable.

Ratings confirmed include:

   * Corporate Family Rating -- Ba2

   * Convertible Senior Subordinated Debentures US$250 million
     due 2024 - B1

The ratings could be positively impacted by continued growth in
revenue, EBITDA and free cash flow along with increased market
share within its business segments.

CommScope's ratings may be negatively impacted by greater than
expected increases in material costs, severe downturn in
customer spending across segments, or a large debt financed
acquisition, share repurchase or dividend.

CommScope is a provider of cable and connectivity solutions for
enterprise, cable, and telecom industries.  The Company is
headquartered in Hickory, North Carolina.


COMPANHIA ENERGETICA: Completes Purchase of Schahin's Sales
-----------------------------------------------------------
Companhia Energetica de Minas Gerais aka Cemig, completed on
Aug. 16, 2006, the purchase of sales owned by Schahin Holding
S.A in these electricity transmission concession holders:

   -- Empresa Amazonense de Transmissao de Energia S.A. -- EATE;

   -- Empresa Paraense de Transmissao de Energia S.A. -- ETEP;

   -- Empresa Norte de Transmissao de Energia S.A. -- ENTE;

   -- Empresa Regional de Transmissao de Energia S.A. -- ERTE;
      and

   -- Empresa Catarinense de Transmissao de Energia S.A. --
      ECTE.

Companhia Energetica de Minas Gerais -- http://www.cemig.com.br/
-- is one of the largest and most important electric energy
utilities in Brazil due to its strategic location, its technical
expertise and its market.  Cemig's concession area extends
throughout nearly 96.7% of the State of Minas Gerais, Brazil.
Cemig owns and operates 52 power plants, of which six are in
partnership with private enterprises, relying on a predominantly
hydroelectric energy matrix.  Electric energy is produced to
supply more than 17 million people living in the state's 774
municipalities.  In addition to those 52 plants, another three
are currently under construction.

Cemig is also active in several other states, through ventures
for the generation or the commercialization of energy in these
Brazilian states: in Santa Catarina (generation), Rio de Janeiro
(commercialization and generation), Esprito Santo (generation)
and Rio Grande do Sul (commercialization).

                        *    *    *

Cemig's BRL312,500,000 12.7% debentures due Nov. 1, 2009, carry
Moody's B1 rating.


COMPANHIA SIDERURGICA: Wheeling-Pittsburgh Responds to USW
----------------------------------------------------------
Wheeling-Pittsburgh Corp. (Nasdaq: WPSC) announced that it has
delivered to the United Steelworkers a response expressing the
Company's extreme disappointment with the positions taken by the
USW in the letter dated Aug. 14, 2006, from David McCall,
director of United Steelworkers District 1.

Wheeling-Pittsburgh's response, delivered to the USW on
Aug. 21, 2006, strongly encouraged the USW leadership to
evaluate the Companhia Siderurgica Nacional proposal with an
open mind, including the proposal's strategic and operational
advantages and its long-term positive impact on the Company, its
stockholders and employees.

"While our letter clearly identifies areas in which we disagree
with the United Steelworkers regarding its interpretation of our
labor agreement, as well as the benefits of the nonbinding
proposal from CSN, Wheeling-Pittsburgh Steel remains committed
to full and open communications between the Company and the
USW," said James G. Bradley, Chairman and Chief Executive
Officer.

Bradley added, "To that effect, we have arranged an early
meeting with CSN representatives, Dave McCall and the Union
presidents to facilitate further discussion of the CSN proposal
and to answer questions."

The letter also asserted Wheeling-Pittsburgh Steel's belief that
it has complied scrupulously with the Union's collective
bargaining agreement, rejected the Union's claim that it has
additional time in which to assert its right to bid and welcomed
an expedited arbitration hearing to promptly resolve all
grievances.

"In our July 7, 2006, letter, we provided prompt notice of CSN's
proposed transaction and expressly stated that the current Board
of Directors of Wheeling-Pittsburgh would not act to approve a
transaction with CSN until definitive transaction documents had
been negotiated and the right to bid period has expired. As you
well know, the Board of Directors of the Company has not
approved a merger agreement, long term slab supply agreement,
exchangeable loans or any other definitive transactional
documents with CSN," said James G. Bradley in the letter. He
added that "the Union's right to bid has not been prejudiced."

Although Wheeling-Pittsburgh has not conceded the right to bid
provisions apply, its letter also stated that the Company
provided information about the proposed CSN transaction to the
USW "in the spirit of openness and fairness to all constituents"
and hopes to continue to work cooperatively with the USW to
build a stronger company.

Mr. Bradley further observed that even if the right to bid
provisions were found to be applicable by an arbitrator, the
Company believes that the Union has no compelling basis to
demand more time to organize a competing bid in light of the
fact that the Union has endorsed the Esmark proposal and has
worked closely with Esmark for a number of months to develop an
acquisition proposal for submission to the Company's Board of
Directors.

In the letter, Jim Bradley reiterated the merits of the proposed
CSN transaction and noted Esmark's proposal lacked a strategic
vision and committed resources to strengthen the Company as a
steel producer.

"Simply put, CSN is a world class steel producer which is
prepared to partner with the Company to create a strong, well-
capitalized steel producer with a more flexible cost structure,
broader value-added product offering and significant incremental
earnings potential. On the other hand, Esmark is a steel
distributor with a limited track record and little depth in
steel production, which has made a proposal that offers no clear
commercial benefit to the Company," noted Jim Bradley in the
letter.

Wheeling-Pittsburgh, together with the other participants,
intends to file with the US Securities and Exchange Commission a
proxy statement and accompanying proxy card to be used to
solicit votes for the election of its slate of director nominees
at the 2006 annual meeting of stockholders of Wheeling-
Pittsburgh Corp. and for the approval of the Company's proposed
strategic alliance with CSN.

The Company urges its shareholders to read the proxy statement
in its entirety when it becomes available because it will
contain important information, including information on the
participants and their interests in Wheeling-Pittsburgh.

                 About Wheeling-Pittsburgh

Wheeling-Pittsburgh operates solely in the United States,
producing hot rolled, cold rolled, galvanized, pre-painted and
tin mill sheet products.

                         About CSN

Companhia Siderurgica Nacional aka CSN produces, sells, exports
and distributes steel products, like hot-dip galvanized sheets,
tin mill products and tinplate.  The company also runs its own
iron ore, manganese, limestone and dolomite mines and has
strategic investments in railroad companies and power supply
projects.

                        *    *    *

Standard & Poor's Ratings Services affirmed on Aug. 4, 2006, its
'BB' long-term corporate credit rating on Brazil-based steel
maker Companhia Siderurgica Nacional aka CSN after the
announcement of its association with U.S.-based steel maker
Wheeling-Pittsburgh Corp. in the U.S.  The outlook is stable.

Fitch Ratings viewed the proposed merger of Companhia
Siderurgica Nacional's or CSN North American operations with
those of Wheeling-Pittsburgh Corporation or WPSC to be neutral
to CSN's credit quality.  Fitch's ratings of CSN include:

  -- Foreign currency Issuer Default Rating: 'BB+';
  -- Local currency IDR: 'BBB-';
  -- National scale rating: 'AA (bra)';
  -- Senior unsecured notes 'BB+'; and
  -- Brazilian Real denominated debentures: 'AA (bra)'.


SATELITES MEXICANOS: Court Gives Interim OK on Milbank as Atty.
---------------------------------------------------------------
The Honorable Robert D. Drain, of the U.S. Bankruptcy Court for
the Southern District of New York, approved Satelites Mexicanos,
S.A. de C.V.'s application to employ Milbank, Tweed, Hadley &
McCloy LLP, on an interim basis.

The Court will convene a hearing on Sept. 6, 2006, to consider
the Application on a permanent basis.  Objections, if any, are
due Aug. 31, 2006.

The Debtor needs bankruptcy lawyers to prosecute its Chapter 11
Plan of Reorganization to confirmation.  In this regard, the
Debtor has chosen Milbank because of the firm's substantial
expertise and familiarity in the Debtor's business operations
and capital structure.

The Debtor retained Milbank on March 6, 2001, to advise it on
various corporate and restructuring matters, including, with
respect to the Debtor's procurement of financing and insurance
for its satellites as well as with various general U.S.
corporate and securities legal issues.  Milbank has also
represented the Debtor in connection with its restructuring
efforts prior to its filing for chapter 11 protection, including
the Section 304 Proceeding, the U.S. issues relating to its
Concurso Proceeding in Mexico, and the negotiation and execution
of its Restructuring Agreement with major parties-in-interest.

As legal counsel, Milbank is expected to:

   (a) advise the Debtor of its rights, powers, and duties as
       Debtor and debtor-in-possession in the continued
       management and operation of its business and properties;

   (b) advise and assist the Debtor in connection with the
       solicitation and confirmation of the plan of
       reorganization and related documents;

   (c) advise the Debtor concerning actions that it might take
       to collect and recover property for the benefit of its
       estate;

   (d) prepare on behalf of the Debtor all necessary and
       Appropriate applications, motions, draft orders, other
       pleadings, notices, schedules, and other documents, and
       review all financial and other reports to be filed in the
       Debtor's Chapter 11 case;

   (d) advise the Debtor concerning, and prepare responses to,
       applications, motions, other pleadings, notices, and
       other papers that may be filed and served in the Debtor's
       Chapter 11 case;

   (e) review the nature and validity of any liens asserted
       against the Debtor's property and advise the Debtor
       concerning the enforceability of those liens;

   (f) advise and assist the Debtor in connection with any
       potential asset dispositions;

   (g) advise the Debtor concerning executory contract and
       unexpired lease assumptions, assignments and rejections;

   (h) assist the Debtor in reviewing, estimating, and resolving
       claims asserted against its estate;

   (j) commence and conduct any and all litigation necessary or
       appropriate to assert rights held by the Debtor, protect
       assets of its estate, or otherwise further the goal of
       completing a successful reorganization;

   (k) advise and assist the Debtor with the preparation and
       filing of various documents required for the Debtor's
       compliance with U.S. securities laws; and

   (l) perform all other necessary legal services in connection
       with the Debtor's Chapter 11 case and other general
       corporate matters concerning the Debtor's business.

The Debtor will pay Milbank for its services in accordance with
the firm's standard hourly rates:

          Position                          Hourly Rate
          --------                          -----------
          Partners                        US$600 - US$850
          Of Counsel                      US$590 - US$715
          Associates & Senior Attorneys   US$225 - US$565
          Legal Assistants                US$155 - US$295

Matthew S. Barr, Esq., a member of Milbank, Tweed, Hadley &
McCloy LLP, discloses that on June 26, 2003, the Debtor provided
his firm with a US$200,000 retainer.  Over time, the Debtor
provided Milbank with additional payments to increase the
Retainer and, as of the Debtor's filing for chapter 11
protection, Milbank held US$454,250.  The Retainer remains
unapplied.

In addition, Mr. Barr notes that according to Milbank's books
and records for the year prior to the Debtor's filing for
chapter 11 protection, Milbank was paid US$3,608,660 by the
Debtor for legal services performed and expenses incurred in
contemplation of or in connection with the Debtor's
restructuring efforts, including, among other things,
representing the Debtor in connection with the involuntary
Chapter 11 case filed against it, the Section 304 Proceeding,
the U.S. issues relating to the Concurso Proceeding, the
negotiation and execution of the Restructuring Agreement, and
the preparation of various "first day" motions, the Chapter 11
Plan and related Disclosure Statement.

Mr. Barr assures the Court that Milbank does not represent and
will not represent any entity, other than the Debtor, in matters
related to its Chapter 11 case.

Mr. Barr, however, discloses that Milbank currently represents
The Bank of New York Company, Inc., the indenture trustee for
the Debtor's 10-1/8% Unsecured Senior Notes due Nov. 1, 2004,
and Citibank, N.A., the indenture trustee for the Senior Secured
Floating Rate Notes due June 30, 2004, on matters unrelated to
the bankruptcy case.  Fees derived from Citibank matters
represented over 1% of Milbank's 2005 revenues.

According to Mr. Barr, Milbank has obtained a waiver from Bank
of New York and Citibank to allow it to represent the Debtor.

In the event the Debtor seeks advice with respect to an
adversary proceeding in which either Bank is named as an adverse
party or with respect to a challenge of the claims of the
unsecured creditors for which the Banks act as trustee, Mr. Barr
says the Debtor will retain conflicts counsel.

                 About Satelites Mexicanos

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via
its satellites to customers for distribution of network and
cable television programming, direct-to-home television service,
on-site transmission of live news reports, sporting events and
other video feeds.  Satmex also provides satellite transmission
capacity to telecommunications service providers for public
telephone networks in Mexico and elsewhere and to corporate
customers for their private business networks with data, voice
and video applications.  Satmex also provides the government of
the United Mexican States with approximately 7% of its satellite
capacity for national security and public purposes without
charge, under the terms of the Orbital Concessions.

The Debtor filed for chapter 11 petition on Aug. 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice
in the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities
LLC and Valor Consultores, S.A. de C.V., give financial advice
to the Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq.,
and Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld
LLP give legal advice to the Ad Hoc Existing Bondholders'
Committee.  Dennis Jenkins, Esq., and George W. Shuster, Jr.,
Esq., at Wilmer Cutler Pickering Hale and Dorr LLP give legal
advice to Ad Hoc Senior Secured Noteholders' Committee.  As of
July 24, 2006, the Debtor has US$905,953,928 in total assets and
US$743,473,721 in total liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a
Mexican reorganization, known as a Concurso Mercantil, which was
assigned to the Second Federal District Court for Civil Matters
for the Federal District in Mexico City.

On Aug. 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its
assets (Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SATELITES MEXICANOS: Court Approves Employees Obligation Payment
----------------------------------------------------------------
The Honorable Robert D. Drain, of the U.S. Bankruptcy Court for
the Southern District of New York, granted the request of
Satelites Mexicanos, S.A. de C.V., to:

   (a) pay certain obligations to the Employees, through the
       Employee Affiliates, where applicable, and to continue
       its employee benefit plans and practices postpetition;
       and

   (b) authorize and direct applicable banks and other financial
       institutions to receive, honor and pay all checks and
       electronic payment requests drawn on the Debtor's
       disbursement accounts and automatic payroll transfers
       related to the Employee Obligations,

provided that:

    -- the Debtor has not requested and is not authorized at
       this time to make payments to its executive Employees:

        (a) under the Performance Bonus Plan; and

        (b) in excess of the US$10,000 statutory cap provided
            for under Sections 507(a)(4) and 507(a)(5) of the
            Bankruptcy Code; and

    -- if, as of Dec. 31, 2006, no order has been entered
       confirming a plan of reorganization under Chapter 11
       with respect to the Debtor, nothing in the Order will
       prejudice the rights of the Ad Hoc Senior Secured
       Noteholders Committee and the Ad Hoc Bondholders
       Committee to seek the Court's reconsideration of amounts
       paid to individual Employees in excess of the US$10,000
       statutory cap.

The Debtor says that it employs about 187 full-time and 19 part-
time employees.  Other than the chief executive officer, who is
directly employed by the Debtor, all of the Debtor's Employees
are employed through three non-debtor affiliates -- Satmex
Servicios Tecnicos, S. de R.L. de C.V.; Satmex Administracion,
S. de R.L. de C.V.; and Satmex Corporativo, S. de R.L. de C.V.

Tecnicos employs 53 technical Employees all of whom are members
of the Mexican Television and Radio Labor Union.  Administracion
and Corporativo employ 111 administrative and 23 executive
Employees, none of which are unionized.

The Employee Affiliates have no material assets and their only
liabilities are the payment of the Employees' wages,
compensation and benefits.  They exist solely for the purpose of
employing the Debtor's Employees.

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, relates that the Debtor realizes substantial savings
by employing and paying the Employees through the Employee
Affiliates.  However, while most of the Debtor's Employees are
employed directly by one of the Employee Affiliates, under
Mexican law, the Debtor and its Employee Affiliates are jointly
liable for payment of each Employee's wages and benefits.

Pursuant to contracts between the Debtor and each Employee
Affiliate, each Employee is paid directly by the Employee
Affiliate by which it is employed, and the Debtor prepays the
Employee Affiliates for estimated amounts to be paid plus a fee
of up to 10% of gross payroll.

The Debtor, according to Mr. Despins, has incurred costs and
obligations in respect of its Employees that remain unpaid as of
the filing for chapter 11 protection.  Although these
obligations arose prepetition, they will only become due and
payable in the ordinary course of the Debtor's business on or
after the filing for chapter 11 protection.

In the ordinary course of business, the Debtor also provides
various Employee Benefits for the benefit of its Employees, Mr.
Despins added.

The Debtor estimates that it owes US$1,600,000 in prepetition
Employee Obligations.

A) Compensation

   -- Salaries

      The Debtor pays its Employees approximately US$314,000 in
      salaries on a bi-weekly basis.  As of the Petition Date,
      no prepetition Salary obligations are due to Employees.
      Out of an abundance of caution, the Debtor seeks the
      Court's authority to pay any prepetition Salary
      obligations that may be outstanding.

   -- Commissions

      Certain directors and managers in the Debtor's sales
      force, who are trained to cultivate new business, are paid
      commissions, aggregating US$300,000 annually, under the
      Debtor's sales bonus program.  As of the filing for
      chapter 11 protection, US$75,000 in Commissions were
      accrued but unpaid.

   -- Bonuses

      Certain Employees are entitled to bonus payments under
      several prepetition bonus programs maintained by the
      Debtor, either to motivate the Debtor's Employees or as
      required by Tecnicos' collective bargaining agreement.

   -- Performance Bonuses

      The Debtor spends US$1,560,000 annually for employees who
      are eligible to receive bonus payments under its
      performance bonus plans.  The Debtor does not seek to pay
      prepetition amounts owing to its executives under the
      Performance Bonus Plan at this time.

   -- Statutory Annual Bonus

      Pursuant to Mexican law, the Debtor pays an annual bonus
      to each employee in an amount equal to one month's salary.
      The Debtor pays an aggregate annual amount of US$630,000
      to Employees on account of the Statutory 13th Month Bonus
      Plan.

   -- Holiday Bonus

      The Debtor also pays an aggregate of US$21,500 for annual
      Christmas bonus to approximately 100 Employees who are
      union personnel, support personnel and analysts.

   -- Vacation Premium

      The Debtor provides a statutory benefit to each Employee
      that has been employed by Satmex for at least one year.
      The Debtor's average yearly Vacation Premium obligations
      do not exceed US$331,000.  As of the filing for chapter 11
      protection, approximately US$182,000 in Vacation Premium
      obligations were accrued but unpaid.

   -- Medical Aid Plan

      The Debtor makes monthly payments to its non-union
      Employees to cover medical expenses not included in the
      Medical Insurance at an annual aggregate cost to the
      Debtor of approximately US$170,000.  As of the filing for
      chapter 11 protection, approximately US$51,000 in Medical
      Aid Plan obligations were accrued but unpaid.

   -- Education Plan

      The Debtor makes an aggregate of US$24,500 in annual
      payments (through Tecnicos) to all of its unionized
      employees to assist with education costs for their
      children.  As of the filing for chapter 11 protection, the
      Debtor has no accrued but unpaid obligations relating to
      the Education Plan.

   -- Severance

      In accordance Mexican labor laws, the Debtor spends
      US$352,400 annually for severance to Employees whose
      employment relationship are terminated.  As of the filing
      for chapter 11 protection, the Debtor has no accrued but
      unpaid Severance Pay obligations.

   -- Reimbursement of Expenses

      The Debtor pays for certain approved business-related
      Expenses of its Employees, including airplane tickets,
      taxis, gasoline, accommodations, phone calls and Internet
      access.  Based on historic practices, as of the filing for
      chapter 11 protection, the accrued but unreimbursed
      Employee Expenses that remain outstanding totaled
      approximately US$80,000.

B) Employee Benefits

   -- Vacation Time

      The Debtor provides vacation time to each Employee as a
      paid time off benefit.  Based on historical practices, the
      amount outstanding for unpaid Vacation Time that accrued
      prepetition for all Employees does not exceed US$100,000.

   -- Social Security

      At the time of hiring by the Debtor, Mexican law requires
      that each Employee become affiliated to the Instituto
      Mexicano del Seguro Social (Mexican Social Security
      Institute), Mexico's social security program.  The
      Debtor's average yearly Social Security obligations
      aggregate approximately US$1,100,000.  As of the filing
      for chapter 11 protection, approximately US$74,000 in
      Social Security obligations were accrued but unpaid.

   -- Social Security Quota Support

      Each Employee is required to pay a quota to IMSS,
      aggregating US$176,000 annually.  As of the filing for
      chapter 11 protection, approximately US$15,000 remained
      outstanding for the Debtor's Social Security Quota Support
      obligations.

   -- Spending Vouchers

      The Debtor provides spending vouchers to its employees as
      a tax-free benefit in an amount equivalent to 10% of each
      employee's monthly base wage, at an aggregate annual cost
      of US$280,000.  As of the filing for chapter 11
      protection, no Spending Vouchers obligations were accrued
      but unpaid.

   -- Automobile Allowance

      The Debtor provides certain of its Employees with
      Automobiles owned by the Debtor for personal and business
      use and, in connection therewith, provides the Employees
      with debit cards, which the Employees can use for gasoline
      and maintenance expenses.  The Automobile Allowance has an
      annual cost of approximately US$73,000.  The Debtor
      believes that no Automobile Allowance obligations were
      accrued but unpaid as of the filing for chapter 11
      protection.

   -- Medical Insurance

      The Debtor provides each Employee with medical insurance
      from Allianz Mexico S.A. Compana de Seguros.  The Debtor's
      aggregate annual cost for the Medical Insurance is
      approximately US$175,000.  As of the filing for chapter 11
      protection, approximately US$55,000 of its Medical
      Insurance obligations were accrued but unpaid.

   -- Life Insurance

      The Debtor spends US$15,000 annually for Allianz-provided
      life insurance for each Employee.  As of the filing for
      chapter 11 protection, approximately US$3,600 of the
      Debtor's Life Insurance obligations were accrued but
      unpaid.

   -- Savings Fund Program

      The Debtor pays US$340,000 annually for matching
      contributions to a savings fund for the benefit of each
      Employee in an amount equivalent to 10% of the respective
      Employee's monthly base wage up to a statutory limit.  As
      of the filing for chapter 11 protection, the Debtor has no
      accrued but unpaid obligations under the Savings Fund
      Program.

                 About Satelites Mexicanos

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via
its satellites to customers for distribution of network and
cable television programming, direct-to-home television service,
on-site transmission of live news reports, sporting events and
other video feeds.  Satmex also provides satellite transmission
capacity to telecommunications service providers for public
telephone networks in Mexico and elsewhere and to corporate
customers for their private business networks with data, voice
and video applications.  Satmex also provides the government of
the United Mexican States with approximately 7% of its satellite
capacity for national security and public purposes without
charge, under the terms of the Orbital Concessions.

The Debtor filed for chapter 11 petition on Aug. 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice
in the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities
LLC and Valor Consultores, S.A. de C.V., give financial advice
to the Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq.,
and Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld
LLP give legal advice to the Ad Hoc Existing Bondholders'
Committee.  Dennis Jenkins, Esq., and George W. Shuster, Jr.,
Esq., at Wilmer Cutler Pickering Hale and Dorr LLP give legal
advice to Ad Hoc Senior Secured Noteholders' Committee.  As of
July 24, 2006, the Debtor has US$905,953,928 in total assets and
US$743,473,721 in total liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a
Mexican reorganization, known as a Concurso Mercantil, which was
assigned to the Second Federal District Court for Civil Matters
for the Federal District in Mexico City.

On Aug. 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its
assets (Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy
News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


VARIG: Accounts for 2.6% of Boeing Capital's Financing Portfolio
----------------------------------------------------------------
Boeing Capital Corp., an indirect wholly owned subsidiary of The
Boeing Company, reports in a regulatory filing with the U.S.
Securities and Exchange Commission that VARIG S.A. accounted for
US$258,000,000 -- or 2.6% -- of its total financing portfolio at
June 30, 2006.

The VARIG portfolio consisted of two Boeing 737 aircraft and six
McDonnell Douglas MD-11 aircraft.

VARIG is currently in default on its obligations to BCC.  Boeing
has provided BCC with first loss deficiency and partial rental
guarantees covering US$229,000,000 of the VARIG obligations,
Russell A. Evans, BCC vice president and chief financial
officer, relates.

Mr. Evans reports that in December 2005, BCC committed to
provide a loan facility up to US$14,000,000 and, in the first
quarter of 2006, provided payment assurances to assist with the
repair of certain MD-11 engines.  As of June 30, 2006, BCC had
an US$8,000,000 liability for the combined expected loss under
these obligations.

"Currently, we are negotiating termination agreements for our
aircraft leased to VARIG and all such aircraft are grounded
under a New York court order or for maintenance purposes," Mr.
Evans says.

Mr. Evans notes that the effect of last month's auction and sale
of VARIG's operating assets with respect to the airline's
obligations to BCC is not yet known.

"Taking into account the guarantees from Boeing, we do not
expect the VARIG bankruptcy, including the impact of any
restructurings, to have a material adverse effect on our
earnings, cash flows and/or financial position," Mr. Evans says.

BCC reported US$243,000,000 in total revenues for the three
months ended June 30, 2006, and US$480,000,000 for the first
half of 2006.

                         About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin
America.  VARIG's principal business is the transportation of
passengers and cargo by air on domestic routes within Brazil and
on international routes between Brazil and North and South
America, Europe and Asia.  VARIG carries approximately 13
million passengers annually and employs approximately 11,456
full-time employees, of which approximately 133 are employed in
the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a
competitive landscape, high fuel costs, cash flow deficit, and
high operating leverage.  The Debtors may be the first case
under the new law, which took effect on June 9, 2005.  Similar
to a chapter 11 debtor-in-possession under the U.S. Bankruptcy
Code, the Debtors remain in possession and control of their
estate pending the Judicial Reorganization.  Sergio Bermudes,
Esq., at Escritorio de Advocacia Sergio Bermudes, represents the
carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VARIG SA: Int'l Lease Finance Wants 11 Leased Aircrafts Returned
----------------------------------------------------------------
International Lease Finance Corp. is currently seeking the
return of 11 leased aircraft from VARIG S.A.

ILFC relates in a regulatory filing with the U.S. Securities and
Exchange Commission that if VARIG returns the aircraft, ILFC
will be required to remarket those aircraft and may incur costs
related to re-leasing those aircraft.

"VARIG is still operating but is not currently meeting all
rental obligations under the leases," Alan H. Lund, ILFC
director, vice chairman, chief financial officer and chief
accounting officer, says.

ILFC has asked the U.S. Bankruptcy Court for the Southern
District of New York to enforce a stipulation it signed with
VARIG to keep the airline current on the leases or return the
aircraft.

ILFC recorded $13,100,000 in revenues from rentals of flight
equipment for the quarter ended March 31, 2006, from VARIG.

Mr. Lund reports that ILFC took an US$8,800,000 charge in the
first quarter of 2006 related to receivables of restructured
rents from VARIG.  In 2005, ILFC took a US$6,700,000 charge
related to receivables from VARIG.

                         About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin
America.  VARIG's principal business is the transportation of
passengers and cargo by air on domestic routes within Brazil and
on international routes between Brazil and North and South
America, Europe and Asia.  VARIG carries approximately 13
million passengers annually and employs approximately 11,456
full-time employees, of which approximately 133 are employed in
the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a
competitive landscape, high fuel costs, cash flow deficit, and
high operating leverage.  The Debtors may be the first case
under the new law, which took effect on June 9, 2005.  Similar
to a chapter 11 debtor-in-possession under the U.S. Bankruptcy
Code, the Debtors remain in possession and control of their
estate pending the Judicial Reorganization.  Sergio Bermudes,
Esq., at Escritorio de Advocacia Sergio Bermudes, represents the
carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 215/945-7000)




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


ATTICUS ALPHA: Schedules Last Shareholders Meeting on Sept. 8
-------------------------------------------------------------
Atticus Alpha, Ltd.'s final shareholders meeting will be at
10:00 a.m. on Sept. 8, 2006, at:

              Ogier, Attorneys-at-Law
              Queensgate House, South Church Street
              P.O. Box 1234, George Town
              Grand Cayman, Cayman Islands

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

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

The liquidator can be reached at:

              Lawrence Edwards
              David A. K. Walker
              PWC Corporate Finance & Recovery (Cayman) Limited
              Attention: Giorgio G. Subiotto
              Tel: (345) 914-1672
              Fax: (345) 94- 1986


ATTICUS ALPHA FUND: Final Shareholders Meeting Is on Sept. 8
------------------------------------------------------------
Atticus Alpha Fund, Ltd.'s final shareholders meeting will be at
10:00 a.m. on Sept. 8, 2006, at:

              Ogier, Attorneys-at-Law
              Queensgate House, South Church Street
              P.O. Box 1234, George Town
              Grand Cayman, Cayman Islands

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

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

The liquidator can be reached at:

              Lawrence Edwards
              David A. K. Walker
              PWC Corporate Finance & Recovery (Cayman) Limited
              Attention: Giorgio G. Subiotto
              Tel: (345) 914-1672
              Fax: (345) 94- 1986


ATTICUS OPPORTUNITY: Sets Last Shareholders Meeting on Sept. 8
--------------------------------------------------------------
Atticus Opportunity Fund, Ltd.'s final shareholders meeting will
be at 10:00 a.m. on Sept. 8, 2006, at:

              Ogier, Attorneys-at-Law
              Queensgate House, South Church Street
              P.O. Box 1234, George Town
              Grand Cayman, Cayman Islands

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

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

The liquidator can be reached at:

              Lawrence Edwards
              David A. K. Walker
              PWC Corporate Finance & Recovery (Cayman) Limited
              Attention: Giorgio G. Subiotto
              Tel: (345) 914-1672
              Fax: (345) 94- 1986


C.I. CAPITAL: Calls Shareholders for a Final Meeting on Sept. 8
---------------------------------------------------------------
C.I. Capital Corp.'s final shareholders meeting will be on
Sept. 8, 2006, at:

              13155 Noel Road
              Suite 700, Dallas
              Texas 75240, USA

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

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

The liquidator can be reached at:

              Patrick K. Fox
              Attention: Alan G. de Saram
              Charles Adams, Ritchie & Duckworth
              P.O. Box 709GT, Zephyr House
              Mary Street, George Town
              Grand Cayman, Cayman Islands
              Tel: (345) 949-4544
              Fax: (345) 949-8460


COBBLE CREEK OVERSEAS: Final Shareholders Meeting Is on Sept. 8
---------------------------------------------------------------
Cobble Creek Overseas Ltd.'s shareholders will convene for a
final meeting at 11:00 a.m. on Sept. 8, 2006, at:

              Kroll (Cayman) Limited
              4th Floor, Bermuda House
              Dr. Roy's Drive
              Grand Cayman, Cayman Islands

Accounts on the company's liquidation process will be presented
during the meeting.

The liquidator can be reached at:

              Gordon I. Macrae
              Korie Drummond
              Kroll (Cayman) Limited
              4th Floor,  Bermuda House
              Dr. Roy's Drive
              Grand Cayman, Cayman Islands
              Tel: (345) 946-0081
              Fax: (345) 946-0082


COBBLE CREEK SELECT: Last Shareholders Meeting Is on Sept. 8
------------------------------------------------------------
Cobble Creek Select Offshore Ltd.'s shareholders will convene
for a final meeting at 11:00 a.m. on Sept. 8, 2006, at:

              Kroll (Cayman) Limited
              4th Floor, Bermuda House
              Dr. Roy's Drive
              Grand Cayman, Cayman Islands

Accounts on the company's liquidation process will be presented
during the meeting.

The liquidator can be reached at:

              Gordon I. Macrae
              Korie Drummond
              Kroll (Cayman) Limited
              4th Floor, Bermuda House
              Dr. Roy's Drive
              Grand Cayman, Cayman Islands
              Tel: (345) 946-0081
              Fax: (345) 946-0082


FAIRFIELD SAXO: Holding Final Shareholders Meeting on Sept. 8
-------------------------------------------------------------
Fairfield Saxo Fund Ltd.'s final shareholders meeting will be at
9:00 a.m. on Sept. 8, 2006, at the company's registered office.

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

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

The liquidators can be reached at:

              Chris Humphries
              Sophia A. Dilbert
              P.O. Box 2510, George Town
              Grand Cayman, Cayman Islands
              Tel: (345) 949 3344
              Fax: (345) 949 2888


FAIRFIELD (MASTER): Last Shareholders Meeting Is Set for Sept. 8
----------------------------------------------------------------
Fairfield Saxo Master Fund Ltd.'s final shareholders meeting
will be at 9:00 a.m. on Sept. 8, 2006, at the company's
registered office.

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

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

The liquidators can be reached at:

              Chris Humphries
              Sophia A. Dilbert
              P.O. Box 2510, George Town
              Grand Cayman, Cayman Islands
              Tel: (345) 949 3344
              Fax: (345) 949 2888


GOLDSEA LTD: Invites Shareholders for a Final Meeting on Sept. 8
----------------------------------------------------------------
Goldsea Ltd.'s final shareholders meeting will be at 9:00 a.m.
on Sept. 8, 2006, at the company's registered office.

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

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

The liquidator can be reached at:

              Richard L. Finlay
              Attention: Krysten Lumsden
              P.O. Box 2681, George Town
              Grand Cayman, Cayman Islands
              Tel: (345) 945 3901
              Fax: (345) 945 3902


GREENPEACE INC: Final Shareholders Meeting Is Set for Sept. 8
-------------------------------------------------------------
Greenpeace Inc.'s final shareholders meeting will be on
Sept. 8, 2006, at:

              UBS Trustees (Bahamas) Ltd.
              UBS House, East Bay Street
              P.O. Box N-7757, Nassau, Bahamas

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

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

The liquidator can be reached at:

              Argosa Corp. Inc.
              Attention: Richard Fear
              Charles Adams Ritchie & Duckworth
              P.O. Box 709 GT, 122 Zephyr House
              Mary Street, George Town
              Grand Cayman, Cayman Islands
              Tel: (345) 949-4544
              Fax: (345) 949-8460


OL FRN: Shareholders Convene for a Final Meeting on Sept. 8
-----------------------------------------------------------
OL FRN Investments (Cayman) Inc.'s shareholders will convene for
a final meeting at 10:30 a.m. on Sept. 8, 2006, at:

              Kroll (Cayman) Limited
              4th Floor, Bermuda House
              Dr. Roy's Drive
              Grand Cayman, Cayman Islands

Accounts on the company's liquidation process will be presented
during the meeting.

The liquidator can be reached at:

              Richard E. L. Fogerty
              Attention: Hadley Chilton
              Kroll (Cayman) Limited
              4th Floor, Bermuda House
              Dr. Roy's Drive
              Grand Cayman, Cayman Islands
              Tel: (345) 946-0081
              Fax: (345) 946-0082


SCOTTISH HOLDINGS (II): Moody's Cuts Pref. Shelf Rating to (P)B1
----------------------------------------------------------------
Moody's Investors Service has downgraded to (P)B1 from (P)Ba3
Scottish Holdings Statutory Trust II's preferred shelf.

Moody's has downgraded Scottish Re Group Limited's Ba3 senior
unsecured debt rating from Ba2 and downgraded to Baa3 from Baa2
the insurance financial strength (IFS) ratings of the company's
core insurance subsidiaries:

   -- Scottish Annuity & Life Insurance Company (Cayman) Ltd.
      (SALIC), and

   -- Scottish Re (U.S.), Inc.

The ratings have been placed on review for possible further
downgrade.

Moody's stated that Scottish Annuity Re's collateral and
liquidity needs are greater than had been anticipated at the
time of its last rating action on July 31, 2006, when the rating
agency downgraded the ratings of Scottish Re and its
subsidiaries following the company's profit warning.

Scott Robinson, the Vice President and Senior Credit Officer at
Moody's, said, "The company (Scottish Re) needs to raise capital
or secure collateral to manage through its impending liquidity
needs over the near term.  While we believe a sale of the
company is likely, the timing is uncertain, and there is a risk
that the company could run out of liquidity prior to a sale."

Moody's highlighted the Aug. 14 draw down of funds under the
Stingray Investor Trust as an indication that the liquidity
position of Scottish Re is extremely tight.  Liquidity needs
include those that can be anticipated and projected to a varying
degree of confidence, such as truing up reserve collateral
trusts and other collateral requirements, operating expenses,
debt servicing and debt repayments, as well as unanticipated
liquidity needs that could result from any unexpected
deterioration in the financial condition of the company.

As Moody's has previously commented, there is a significant
amount of uncertainty surrounding Scottish Re's ability to
access the US$168.6 million of additional credit available under
its two unsecured 3-year bank facilities.  There are also
limitations under the bank agreement on monies being transferred
from SALIC to Scottish Re (holding company).  Thus, to pay off
the US$115 million outstanding 4.5% convertible notes that are
putable at par in December, the company needs to raise money at
the holding company level or resolve the issue with the bank
syndicate, potentially by collateralizing or paying down some or
all of the outstanding amount on the facility.

Scottish Annuity Re has stated that it is working with various
parties on securing additional capital and freeing up
liquidity/collateral over the near-term.  These include standard
reinsurance and surplus relief reinsurance, private equity, or
asset based financing type transactions.

Mr. Robinson said, "Any such transactions would be only
temporary solutions, providing Scottish Re with additional
liquidity and collateral that could support the company through
the sales process.  There is a reasonable possibility the
company will secure additional capital; however, further
downgrades are likely if the company is unable to close any such
transactions over the very near term."

Moody's emphasized that Scottish Annuity Re likely represents an
attractive acquisition target for a variety of buyers, including
those seeking value in the inforce blocks of business, as well
as those seeking to gain a foothold in the US life reinsurance
market.  Additionally, the company has a significant net
operating loss as well as the ability to generate additional net
operating losses, which could be of significant economic benefit
for certain buyers -- US taxpayers.

Notwithstanding the likelihood of a sale, the rating agency
highlighted that given the complicated nature of the business
and the company structure, the timing of any sale is uncertain.
Recently filed class action lawsuits could cause additional
difficulties.

These ratings were downgraded and placed on review for possible
further downgrade:

   -- Scottish Re Group Limited:

      * Senior Unsecured to Ba3 from Ba2,
      * Senior Unsecured Shelf to (P)Ba3 from (P)Ba2,
      * Subordinate Shelf to (P)B1 from (P)Ba3,
      * Preferred Stock to B2 from B1, and
      * Preferred Shelf to (P)B2 from (P)B1;

   -- Scottish Holdings Statutory Trust II: Preferred Shelf to
      (P)B1 from (P)Ba3;

   -- Scottish Holdings Statutory Trust III: Preferred Shelf to
      (P)B1 from (P)Ba3;

   -- Scottish Annuity & Life Ins Co (Cayman) Ltd.: IFSR to Baa3
      from Baa2;

   -- Premium Asset Trust Series 2004-4: Senior Secured to Baa3
      from Baa2;

    -- Scottish Re (US), Inc.: IFSR to Baa3 from Baa2; and

    -- Stingray Pass-Through Certificates: To Baa3 from Baa2.

This rating was affirmed and placed on review for downgrade:
Scottish Re Group Limited, Junior Subordinate Shelf at (P)B1.

Scottish Re Group Limited is a Cayman Islands company with
principal executive offices located in Bermuda.  It has
significant operations in Charlotte, NC, Denver, CO and Windsor,
England.  On June 30, 2006, Scottish Re reported assets of
US$14.6 billion and shareholders' equity of US$1.2 billion.


SCOTTISH HOLDINGS (III): Moody's Shaves Pref. Shelf Rating to B1
----------------------------------------------------------------
Moody's Investors Service has downgraded to B1 Scottish Holdings
Statutory Trust III's preferred shelf from (P)Ba3.

Moody's has downgraded Scottish Re Group Limited's Ba3 senior
unsecured debt rating from Ba2 and downgraded to Baa3 from Baa2
the insurance financial strength (IFS) ratings of the company's
core insurance subsidiaries:

   -- Scottish Annuity & Life Insurance Company (Cayman) Ltd.
      (SALIC), and

   -- Scottish Re (U.S.), Inc.

The ratings have been placed on review for possible further
downgrade.

Moody's stated that Scottish Annuity Re's collateral and
liquidity needs are greater than had been anticipated at the
time of its last rating action on July 31, 2006, when the rating
agency downgraded the ratings of Scottish Re and its
subsidiaries following the company's profit warning.

Scott Robinson, the Vice President and Senior Credit Officer at
Moody's, said, "The company (Scottish Re) needs to raise capital
or secure collateral to manage through its impending liquidity
needs over the near term.  While we believe a sale of the
company is likely, the timing is uncertain, and there is a risk
that the company could run out of liquidity prior to a sale."

Moody's highlighted the Aug. 14 draw down of funds under the
Stingray Investor Trust as an indication that the liquidity
position of Scottish Re is extremely tight.  Liquidity needs
include those that can be anticipated and projected to a varying
degree of confidence, such as truing up reserve collateral
trusts and other collateral requirements, operating expenses,
debt servicing and debt repayments, as well as unanticipated
liquidity needs that could result from any unexpected
deterioration in the financial condition of the company.

As Moody's has previously commented, there is a significant
amount of uncertainty surrounding Scottish Re's ability to
access the US$168.6 million of additional credit available under
its two unsecured 3-year bank facilities.  There are also
limitations under the bank agreement on monies being transferred
from SALIC to Scottish Re (holding company).  Thus, to pay off
the US$115 million outstanding 4.5% convertible notes that are
putable at par in December, the company needs to raise money at
the holding company level or resolve the issue with the bank
syndicate, potentially by collateralizing or paying down some or
all of the outstanding amount on the facility.

Scottish Annuity Re has stated that it is working with various
parties on securing additional capital and freeing up
liquidity/collateral over the near-term.  These include standard
reinsurance and surplus relief reinsurance, private equity, or
asset based financing type transactions.

Mr. Robinson said, "Any such transactions would be only
temporary solutions, providing Scottish Re with additional
liquidity and collateral that could support the company through
the sales process.  There is a reasonable possibility the
company will secure additional capital; however, further
downgrades are likely if the company is unable to close any such
transactions over the very near term."

Moody's emphasized that Scottish Annuity Re likely represents an
attractive acquisition target for a variety of buyers, including
those seeking value in the inforce blocks of business, as well
as those seeking to gain a foothold in the US life reinsurance
market.  Additionally, the company has a significant net
operating loss as well as the ability to generate additional net
operating losses, which could be of significant economic benefit
for certain buyers -- US taxpayers.

Notwithstanding the likelihood of a sale, the rating agency
highlighted that given the complicated nature of the business
and the company structure, the timing of any sale is uncertain.
Recently filed class action lawsuits could cause additional
difficulties.

These ratings were downgraded and placed on review for possible
further downgrade:

   -- Scottish Re Group Limited:

      * Senior Unsecured to Ba3 from Ba2,
      * Senior Unsecured Shelf to (P)Ba3 from (P)Ba2,
      * Subordinate Shelf to (P)B1 from (P)Ba3,
      * Preferred Stock to B2 from B1, and
      * Preferred Shelf to (P)B2 from (P)B1;

   -- Scottish Holdings Statutory Trust II: Preferred Shelf to
      (P)B1 from (P)Ba3;

   -- Scottish Holdings Statutory Trust III: Preferred Shelf to
      (P)B1 from (P)Ba3;

   -- Scottish Annuity & Life Ins Co (Cayman) Ltd.: IFSR to Baa3
      from Baa2;

   -- Premium Asset Trust Series 2004-4: Senior Secured to Baa3
      from Baa2;

    -- Scottish Re (US), Inc.: IFSR to Baa3 from Baa2; and

    -- Stingray Pass-Through Certificates: To Baa3 from Baa2.

This rating was affirmed and placed on review for downgrade:
Scottish Re Group Limited, Junior Subordinate Shelf at (P)B1.

Scottish Re Group Limited is a Cayman Islands company with
principal executive offices located in Bermuda.  It has
significant operations in Charlotte, NC, Denver, CO and Windsor,
England.  On June 30, 2006, Scottish Re reported assets of
US$14.6 billion and shareholders' equity of US$1.2 billion.


SCOTTISH RE: Moody's Downgrades Senior Debt Rating to Ba3
---------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba2 the
senior unsecured debt rating of Scottish Re Group Limited and
also downgraded to Baa3 from Baa2 the insurance financial
strength (IFS) ratings of the company's core insurance
subsidiaries:

   -- Scottish Annuity & Life Insurance Company (Cayman) Ltd.
      (SALIC), and

   -- Scottish Re (U.S.), Inc.

The ratings have been placed on review for possible further
downgrade.

This rating was affirmed and placed on review for downgrade:
Scottish Re Group Limited, Junior Subordinate Shelf at (P)B1.

Moody's stated that Scottish Annuity Re's collateral and
liquidity needs are greater than had been anticipated at the
time of its last rating action on July 31, 2006, when the rating
agency downgraded the ratings of Scottish Re and its
subsidiaries following the company's profit warning.

Scott Robinson, the Vice President and Senior Credit Officer at
Moody's, said, "The company (Scottish Re) needs to raise capital
or secure collateral to manage through its impending liquidity
needs over the near term.  While we believe a sale of the
company is likely, the timing is uncertain, and there is a risk
that the company could run out of liquidity prior to a sale."

Moody's highlighted the Aug. 14 draw down of funds under the
Stingray Investor Trust as an indication that the liquidity
position of Scottish Re is extremely tight.  Liquidity needs
include those that can be anticipated and projected to a varying
degree of confidence, such as truing up reserve collateral
trusts and other collateral requirements, operating expenses,
debt servicing and debt repayments, as well as unanticipated
liquidity needs that could result from any unexpected
deterioration in the financial condition of the company.

As Moody's has previously commented, there is a significant
amount of uncertainty surrounding Scottish Re's ability to
access the US$168.6 million of additional credit available under
its two unsecured 3-year bank facilities.  There are also
limitations under the bank agreement on monies being transferred
from SALIC to Scottish Re (holding company).  Thus, to pay off
the US$115 million outstanding 4.5% convertible notes that are
putable at par in December, the company needs to raise money at
the holding company level or resolve the issue with the bank
syndicate, potentially by collateralizing or paying down some or
all of the outstanding amount on the facility.

Scottish Annuity Re has stated that it is working with various
parties on securing additional capital and freeing up
liquidity/collateral over the near-term.  These include standard
reinsurance and surplus relief reinsurance, private equity, or
asset based financing type transactions.

Mr. Robinson said, "Any such transactions would be only
temporary solutions, providing Scottish Re with additional
liquidity and collateral that could support the company through
the sales process.  There is a reasonable possibility the
company will secure additional capital; however, further
downgrades are likely if the company is unable to close any such
transactions over the very near term."

Moody's emphasized that Scottish Annuity Re likely represents an
attractive acquisition target for a variety of buyers, including
those seeking value in the inforce blocks of business, as well
as those seeking to gain a foothold in the US life reinsurance
market.  Additionally, the company has a significant net
operating loss as well as the ability to generate additional net
operating losses, which could be of significant economic benefit
for certain buyers -- US taxpayers.

Notwithstanding the likelihood of a sale, the rating agency
highlighted that given the complicated nature of the business
and the company structure, the timing of any sale is uncertain.
Recently filed class action lawsuits could cause additional
difficulties.

These ratings were downgraded and placed on review for possible
further downgrade:

   -- Scottish Re Group Limited:

      * Senior Unsecured to Ba3 from Ba2,
      * Senior Unsecured Shelf to (P)Ba3 from (P)Ba2,
      * Subordinate Shelf to (P)B1 from (P)Ba3,
      * Preferred Stock to B2 from B1, and
      * Preferred Shelf to (P)B2 from (P)B1;

   -- Scottish Holdings Statutory Trust II: Preferred Shelf to
      (P)B1 from (P)Ba3;

   -- Scottish Holdings Statutory Trust III: Preferred Shelf to
      (P)B1 from (P)Ba3;

   -- Scottish Annuity & Life Ins Co (Cayman) Ltd.: IFSR to Baa3
      from Baa2;

   -- Premium Asset Trust Series 2004-4: Senior Secured to Baa3
      from Baa2;

    -- Scottish Re (US), Inc.: IFSR to Baa3 from Baa2; and

    -- Stingray Pass-Through Certificates: To Baa3 from Baa2.

This rating was affirmed and placed on review for downgrade:
Scottish Re Group Limited, Junior Subordinate Shelf at (P)B1.

Scottish Re Group Limited is a Cayman Islands company with
principal executive offices located in Bermuda.  It has
significant operations in Charlotte, NC, Denver, CO and Windsor,
England.  On June 30, 2006, Scottish Re reported assets of
US$14.6 billion and shareholders' equity of US$1.2 billion.


TAG ABSOLUTE: Shareholders Gather for a Final Meeting on Sept. 8
----------------------------------------------------------------
The Tag Absolute Return Offshore Fund, Ltd.'s final shareholders
meeting will be at 11:00 a.m. on Sept. 8, 2006, at the company's
registered office.

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

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

The liquidators can be reached at:

              John Cullinane
              Derrie Boggess
              c/o Walkers SPV Limited
              Walker House
              P.O. Box 908, George Town
              Grand Cayman, Cayman Islands


TSF-D1, INC: Final Shareholders Meeting Is Scheduled for Sept. 8
----------------------------------------------------------------
TSF-D1, Inc.'s final shareholders meeting will be at 11:30 a.m.
on Sept. 8, 2006, at the company's registered office.

These agenda will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

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

The liquidator can be reached at:

              John Cullinane
              Derrie Boggess
              c/o Walkers SPV Limited
              Walker House
              P.O. Box 908, George Town
              Grand Cayman, Cayman Islands




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


SUD AMERICANA: S&P Cuts Long-Term Corporate Credit Rating to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Valparaiso, Chile-based Compania Sud
Americana de Vapores (CSAV) to 'BB+' from 'BBB-'.  The rating on
the company's US$202 million notes due 2033 was also lowered to
'BB+' from 'BBB-'.  The outlook was revised to negative from
stable.

Beatriz Degani, Standard & Poor's credit analyst, said, "The
rating action reflects Standard & Poor's expectations that CSAV
will continue facing significant competitive and operating
pressures in the medium term, weakening the company's cash flows
and its overall credit profile on a seemingly more permanent
basis."

Although Standard & Poor's attempt to factor in the shipping
sector's cyclicality and volatile results in Standard & Poor's
rating analysis and the current pressure on tariffs is affecting
all players in the industry, the ratings agency believe CSAV's
credit profile has been negatively affected beyond Standard &
Poor's expectations by the market downturn this year.  The
company is implementing significant efforts to improve its cost
position and market competitiveness, which Standard & Poor's
believe should allow it to gradually recover its operating
performance, but market conditions remain significantly
uncertain.  In any event, Standard & Poor's believe that the
company's strong liquidity and smooth on-balance-sheet debt
amortization will allow it to face negative cash generation and
withstand the competitive pressures for a relatively long period
of distress.

The weakening of CSAV's credit profile is a consequence of a
steep reversal in market conditions in 2006, and as a result, a
rapid downturn of the company's competitive environment and
pressures on its operating profile.  This in turn was a
reflection of:

   -- increasing supply, with significant vessel deliveries in
      the recent past (and a still-robust vessel order book,
      leading to market expectations that excess capacity will
      continue to be in place in the medium term despite strong
      demand);

   -- CSAV's historically somewhat disadvantageous cost position
      (which has been affected by its exposure to longer-term
      time-charters, locking the company in high-cost contract
      rates that will take some time to be renegotiated and
      affect the company's ability to react to the current
      downturn); and

   -- rise in fuel prices in the recent past.

Moreover, competition has become fiercer with the consolidation
of large global players, particularly regarding CSAV's more
traditional routes in the Americas and for its Asian operation
Norasia, limiting the company's ability to pass cost increases
on to freight tariffs in 2006.

The rating reflects Standard & Poor's expectations of:

     -- very weak credit measures in 2006 and possibly in 2007,
        pressuring the CSAV's credit metrics;

     -- CSAV's historically more aggressive credit measures than
        peers, on a gross debt, lease-adjusted basis, and weaker
        profitability, which will likely widen in the current
        downturn;

     -- increasing and fierce competition at its niche markets-
        in Asia and in the Americas; and

    -- exposure to the cyclical and volatile nature of the
       container ship business, subject to slides in supply-
       demand, posing risks of overcapacity and low
       profitability.

The negatives are offset in part by:

    -- CSAV's moderate financial policy based on high liquidity;

    -- low on-balance-sheet debt, long debt profile, and smooth
       amortization schedule, which reduce cash-flow pressures
       in the medium-term; and

    -- CSAV's fair industry position in the container line
       business, particularly in the Americas and with a
       privileged position in its traditional Chilean market.

With sales of US$3.9 billion in 2005, CSAV is the largest
container ship company in Latin America, with services in intra-
America, East-West, and Asian routes.  The year 2005 was a
benign period for the container shipping industry, with rates
and volumes at high levels, increasing new capacity outpacing
demand (which remains strong for global trades), and competitive
pressures (in particular due to the consolidation of large
international players in the sector) resulting in lower tariffs
in the container ship business in 2006.  This affected
especially the Asian routes, where CSAV has operations through
its subsidiary Norasia Container Line Ltd., and whose volumes
account for a substantial share of CSAV's total 20-foot
equivalent units.  The operations in the Americas were also hit.

CSAV's profitability levels, which were already considered weak
when compared to the industry's average, have been strongly hurt
by the decrease in tariffs, leading the company to post
substantial operational losses in the first half of 2006: non-
operating lease-adjusted (OLA) EBITDA margin was negative in
5.5% in the period.  Results were also affected by a climb in
fuel prices (which went up 45% in the 12 months ended June 30,
2006) and the longer-term contracts with more expensive charter-
in rates the company set in past years to secure its capacity.

CSAV is undertaking significant efforts to improve its
competitive position and improve its cost structure.

Standard & Poor's expect the company to gradually adjust its
cost structure, in particular by reaching a better fleet balance
with lower costs in the medium term, which combined with better
market conditions, should allow credit measures to improve to
levels more consistent with its rating category.

The negative outlook reflects the pressures faced by CSAV in the
medium term, which may further reduce its liquidity position.
The ratings could be lowered if cash flow remains in a negative
trend, weakening further from current levels and depleting cash
reserves in a faster-than-expected pace (in particular, reducing
at any time cash reserves to less than US$300 million).

Standard & Poor's factor in the ratings that CSAV will take
action to strengthen its cost position in the next quarters,
placing it in a better position to face competition both in the
Americas and in Asia and gradually but firmly improving credit
measures.

The outlook could be changed to stable if the company is able to
successfully execute its cost-restructuring plan and market
conditions improve, which Standard & Poor's believe can become
evident in a positive recovery trend for its operating
performance in future quarters.

An upgrade could result from CSAV's ability to substantially
strengthen its profitability, cash generation, and credit
measures, evidencing an overall stronger cost (in particular,
relative to its fleet strategy) and competitive position.




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


* COLOMBIA: Launches Project to Create 25 Software Firms
--------------------------------------------------------
The government of Colombia said in a statement that Sena -- the
nation's education service -- and Corporacion Colombia Digital,
the information technology use promotion agency, launched a
project to help create 25 software companies.

Business News Americas reports the new software firms will be
established in the next two years and will compete locally as
well as globally.

The government, says BNamericas, aims to offer support to:

     -- IT company incubators,

     -- students participating in Sena's training programs and
        in other programs sponsored by educational credit and
        foreign training institute, ICETEX, and

     -- Colciencias, the science and technology development
        agency.

According to BNamericas, Colombia currently has two software
company incubators, Intersoftware and ParqueSoft.

BNamericas notes that ParqueSoft is home to over 180 IT firms
employing over 800 software developers and 200 additional
employees for service, support and business development.  It has
installations in:

     -- Cali,
     -- Popayan,
     -- Pasto,
     -- Buga,
     -- Tulua,
     -- Palmira,
     -- Buenaventura,
     -- Roldanillo,
     -- Cartago,
     -- Armenia,
     -- Manizales Pereira, and
     -- Sincelejo.

ParqueSoft members post US$30 million sales per year, BNamericas
states.

                        *    *    *

On July 25, 2006, Fitch rated the Republic of Colombia's US$1
billion issue of fixed-rate Global Bonds maturing
Jan. 27, 2017, 'BB'.  The rating is in line with Fitch's long-
term foreign currency rating on Colombia.  Fitch said the Rating
Outlook is Positive.


* COLOMBIA: To Execute Trade Agreement with Venezuela by 2007
-------------------------------------------------------------
Colombian Foreign Minister Maria Consuelo Araujo told reporters,
during her visit in Venezuela, that a bilateral agreement
between her country and Venezuela will be executed by 2007.

"Good news is that the Colombian-Venezuelan trade is growing.
But we need to provide for a legal framework and the ministers
(of trade) are working on it. They are striving to have an
agreement signed before the end of this current year," the
foreign minister was quoted by AFP as saying.

According to reports, Ms. Araujo claimed that President Hugo
Chavez "showed eagerness to execute this bilateral trade
agreement, at the request of President Alvaro Uribe."

According to El Universal, Colombia and Venezuela share an
annual balance of trade of US$3.5 billion, including US$2
billion in Colombian exports and US$1.5 billion in Venezuelan
exports.

                        *    *    *

On Aug. 18, 2006, Fitch Ratings upgraded Colomnbia's country
ceiling to BB+ from BB.  This action followed Fitch's upward
revision on the Country Ceilings for 40 countries.  The Country
Ceilings are an effective cap on all foreign currency ratings of
entities and transactions originating within each country.




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


GENERAL NUTRITION: Aborted IPO Prompts S&P to Affirm B Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings,
including the 'B' corporate credit rating, on Pittsburgh,
Pennsylvania-based General Nutrition Centers Inc.

The ratings are removed from CreditWatch, where they were placed
with positive implications on June 19, 2006.  The outlook is
stable.

"The rating actions reflect the withdrawal of the company's
planned IPO," said Standard & Poor's credit analyst Ana Lai.

If completed, the IPO could have resulted in an upgrade.

The stable outlook reflects GNC's improved operating performance
for the past three quarters due to solid comparable-store sales
growth and better margins.  U.S.-based company-owned stores
experienced 11.5% comparable-store growth for the quarter ended
June 30, 2006; U.S. franchised stores posted 5.9% growth.

For the six months ended June 30, 2006, EBITDA increased to
about US$79 million from US$58 million a year ago.
Profitability improved due to positive sales leverage as well as
lower selling expenses, and operating margins increased to about
10% from 9% a year earlier.  With better cash flow, total debt
to EBITDA (adjusted for operating leases) declined to 5.6x, from
6.5x at Dec. 30, 2005.

Despite GNC's position as a large player with a worldwide
network of more than 5,800 locations, the company remains
vulnerable.  The nutritional supplements industry is very
fragmented and GNC faces significant competition from other
specialty retailers, drugstore chains, and mass merchants, as
well as independents.  Mass merchants and drugstores exert
significant margin pressure on commodity products, such as
vitamins and minerals, while specialty retailers like Vitamin
Shoppe Industries Inc. target sophisticated vitamin, mineral,
and supplement users.

GNC's Latin American operations are in the Bahamas, Cayman
Islands, Chile, Colombia, Costa Rica, among others.


* COSTA RICA: Free Trade Accord with US to Be Ratified in Dec.
--------------------------------------------------------------
The so-called Tratado Libre de Comercio or TLC, Costa Rica's
Free Trade Agreement with the United States, will be approved in
December, Inside Costa Rica reports.

Inside Costa Rica notes that Costa Rica's President Oscar Arias
was confident that the TLC will be ratified by the end of the
year.  He said, "December, yes, it is a possibility.  Every day
that passes without approval many investment opportunities are
lost for the country."

President Arias told Inside Costa Rica, "We are moving at a
snail pace and this will hamper the development of the country.
We have a legislature that does not permit the speedy decision
on legislative proposals and slows down the voting process."

Inside Costa Rica relates that President Arias said he doesn't
postpone his decisions.  He said that many of the decisions,
however, require legislation and that is where things get bogged
down.

President Arias told Inside Costa Rica that whether there would
be a TLC or not, his administration will continue on the same
goal -- to strengthen investment in Costa Rica and pay attention
to the domestic needs.

                        *    *    *

Costa Rica is rated by Moody's:

      -- CC LT Foreign Bank Depst Ba2,
      -- CC LT Foreign Curr Debt  Ba1,
      -- CC ST Foreign Bank Depst NP,
      -- CC ST Foreign Curr Debt  NP,
      -- Foreign Currency LT Debt Ba1, and
      -- Local Currency LT Debt   Ba1.

Fitch assigned these ratings to Costa Rica:

      -- Foreign currency long-term debt, BB,
      -- Local currency long-term debt, BB, and
      -- Foreign currency short-term debt, B.

Costa Rica carries these ratings from Standard & Poor's:

      -- Foreign Currency LT Debt BB,
      -- Local Currency LT Debt   BB+,
      -- Foreign Currency ST Debt B, and
      -- Local Currency ST Debt   B.




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


FALCONBRIDGE: Xstrata Announces Senior Management Appointments
--------------------------------------------------------------
Xstrata has assumed on Monday full management control of
Falconbridge Limited, creating a new major mining group with top
five industry positions in copper, thermal and coking coal,
ferrochrome, zinc, nickel and vanadium, a smaller but profitable
aluminium business, recycling facilities, additional exposures
to gold, lead and silver and a suite of global technologies,
many of which are industry leaders.

The enlarged Xstrata's operations and projects span 18
countries:

                -- Argentina,
                -- Australia,
                -- Brazil,
                -- Canada,
                -- Chile,
                -- Colombia,
                -- the Dominican Republic,
                -- Germany,
                -- Jamaica,
                -- New Caledonia,
                -- Norway,
                -- Papua New Guinea,
                -- Peru,
                -- South Africa,
                -- Spain,
                -- Tanzania,
                -- the USA and
                -- the UK.

Ian Pearce, formerly Chief Operating Officer of Falconbridge
Limited, has been appointed as Chief Executive Xstrata Nickel,
based in Toronto, and is responsible for the Xstrata Group's
nickel operations and projects worldwide.

Bill Brooks, previously President, Aluminum at Falconbridge, has
been appointed as Chief Executive Xstrata Aluminum, and is
responsible for the aluminium operations of Noranda Aluminum,
based in Franklin, Tennessee.

Both Chief Executives will be invited to join Xstrata's
Executive Committee and will report directly to Mick Davis,
Xstrata Chief Executive.

Falconbridge's global copper and zinc operations and growth
projects are being integrated into Xstrata Copper, led by
Charlie Sartain, Chief Executive Xstrata Copper and Xstrata
Zinc, led by Santiago Zaldumbide, Chief Executive Xstrata Zinc,
respectively.  Regional offices for Canadian copper and zinc
operations will be established in Toronto.

Robert Sippel, formerly President, Zinc at Falconbridge, has
been appointed as Chief Operating Officer, Xstrata Zinc Canada,
reporting to Santiago Zaldumbide and is responsible for all
Canadian zinc operations and projects.

Aaron Regent, former President of Falconbridge, will leave the
company from August 21, and Joe Laezza, former President of
Falconbridge's nickel operations, is retiring.

Further senior management appointments are expected to be
confirmed in the near future as the integration progresses.

Mick Davis, Xstrata Chief Executive, commented: "I am delighted
that Ian, Bill and Bob have joined Xstrata in senior management
positions. Each of these executives brings with them a wealth of
experience and knowledge of the former Falconbridge operations
and their respective markets and we look forward to the
significant contribution each will make to the enlarged Xstrata
Group.

"Ian takes on the important task of growing Xstrata's nickel
business from the solid base acquired from Falconbridge into a
global leader in the nickel industry.  A further, important
early imperative for Ian and the new Xstrata Nickel management
team he will appoint is the creation of a joint venture at
Sudbury with the eventual owner of Inco to realise the operating
synergies that have long existed in this important mining
region.

"These appointments underline our intention to bring into the
enlarged Xstrata the skills and experience of former
Falconbridge personnel, for whom we have consistently stated our
high regard.  Our integration teams have made excellent progress
towards completing the combination of the two businesses.  We
continue to work closely with our Falconbridge counterparts to
effect a smooth transition, with the minimum possible disruption
to operational performance and with the utmost respect and
sensitivity towards any Falconbridge personnel who may be
impacted by the changes we are implementing.

"Xstrata emerges from the acquisition of Falconbridge as a new
global mining supermajor, the fifth largest diversified mining
company in the world, with an outstanding portfolio of cash
generative operations, promising growth projects and the
financial flexibility to realise the Group's potential to create
further value for all stakeholders, both existing and new."

Xstrata's offer of CDN$62.50 in cash for each Falconbridge
common share not already owned expires at midnight Vancouver
time on Friday, Aug. 25, 2006.

Falconbridge shareholders with questions or requests for copies
of documents, please call Kingsdale Shareholder Services Inc. at
1-866-639-7993.  Banks and brokers should call at 416-867-2272.

Each of Deutsche Bank AG, JPMorgan Cazenove Limited and TD
Securities Inc. is acting exclusively for Xstrata plc.

                       About Xstrata

Xstrata plc -- http://www.xstrata.com/-- is a major global
diversified mining group, listed on the London and Swiss stock
exchanges.  The Group is and has approximately 24,000 employees
worldwide, including contractors.

Xstrata does business in six major international commodities
markets: copper, coking coal, thermal coal, ferrochrome,
vanadium and zinc, with additional exposures to gold, lead and
silver.  The Group's operations and projects span four
continents and nine countries: Australia, South Africa, Spain,
Germany, Argentina, Peru, Colombia, the U.K. and Canada.

                     About Falconbridge

Headquartered in Toronto, Ontario, Falconbridge Limited
(TSX:FAL) (NYSE:FAL) -- http://www.falconbridge.com/-- is a
leading copper and nickel company with investments in fully
integrated zinc and aluminum assets.  Its primary focus is the
identification and development of world-class copper and nickel
orebodies.  It employs 14,500 people at its operations and
offices in 18 countries.  The Company owns nickel mines in
Canada and the Dominican Republic and operates a refinery and
sulfuric acid plant in Norway.  It is also a major producer of
copper (38% of sales) through its Kidd mine in Canada and its
stake in Chile's Collahuasi mine and Lomas Bayas mine.  Its
other products include cobalt, platinum group metals, and zinc.

                        *    *    *

Falconbridge's CDNUS$150 million 5% convertible and callable
bonds due April 30, 2007, carries Standard & Poor's BB+ rating.




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


PETROECUADOR: Plans to Tender Nine Marginal Fields in Amazon
------------------------------------------------------------
Petroecuador, the state-run oil company in Ecuador, is planning
a tender of nine marginal fields in Amazon, Business News
Americas relates.

The nine fields include:

         -- Armadillo,
         -- Chanangue,
         -- Eno-Ron,
         -- Frontera-Tapi-Tetete,
         -- Ocano-Pena Blanca,
         -- Pacay,
         -- Pucuna,
         -- Puma, and
         -- Singue.

A spokesperson from Ecuador's energy ministry told BNamericas
that Petroecuador technicians were scheduled to present
information on the fields before the company's board.  The
information would include:

         -- each field's production level,
         -- crude type,
         -- reserve level,
         -- environmental studies, and
         -- required investment.

BNamericas relates that some of the fields are in production at
low levels while the other fields are undeveloped mainly due to
the absence of oil pipelines and storage tanks.

The spokesperson said that the meeting was expected to result in
timelines for the tender processes of the blocks, BNamericas
notes.

The project would amount to US$300 million, the spokesperson
told BNamericas.

Petroecuador plans to turn the fields over to private entities
due to lack of capital and development facilities, BNamericas
states, citing the spokesperson.

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




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


NATIONAL WATER: Seeking US$18-Million Funding for Plant Upgrade
---------------------------------------------------------------
Jamaica's National Water Commission will seek for an US$18
million financing for the expansion of its Martha Brae portable
water treatment plant and distribution system, according to a
report by the Jamaica Gleaner.

Business News Americas relates that the project still needs the
approval of the Jamaican government cabinet.  Sogea, a French
firm, will carry out the expansion.

E.G. Hunter, the president of the National Water, told The
Gleaner, "We're at an advanced stage of negotiations with
Sogea."  Mr. Hunter was referring to the new works on the
project.

According to BNamericas, Sogea has a two-year contract from May
2005 to increase water intake from the Martha Brae river and
Queen of Spain Valley wells in order to boost water supply to
27.3M liters per day.  Sogea is also constructing two reservoirs
and laying secondary pipelines to communities that will benefit
from the system.

Works to restore the plant and lay 30km of transport pipelines
are worth US$40 million.  Authorities are seeking to add more
pipelines to boost water supply to other areas not included in
the first project, BNamericas states.

                        *    *    *

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




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


ACTUANT CORP: Buys Actown-Electrocoil Stock for US$24 Million
-------------------------------------------------------------
Actuant Corp. completed the purchase of all of the
outstanding stock of Actown-Electrocoil, Inc., for approximately
US$24 million in cash.  Funding was provided from borrowings
under Actuant's revolving credit facility.

Actown will be a part of Actuant's Tools & Supplies Segment.

"Actown is a great addition to our Professional Electric product
line, which also includes Amveco and Acme Transformer," Mark
Goldstein, Executive Vice President of Actuant and Tools &
Supplies Leader, stated.  "Actown's focus on the OEM customer
base within the magnetics and sign markets is an excellent
complement to our existing businesses.  Its engineering
expertise, long-standing customer relationships and global
footprint allow us to offer the market a broader range of
products and services.  We are excited that Dave Weisberg, Steve
Duffy and the rest of the current Actown management team will
continue to play an important role in the Company's future."

                     About Actuant Corp

Headquartered in Glendale, Wisconsin, Actuant Corp. (NYSE:ATU)
-- http://www.actuant.com/-- is a diversified industrial
company with operations in more than 30 countries.  In Latin
America, Actuant has operations in Brazil and Mexico.  The
Actuant businesses are market leaders in highly engineered
position and motion control systems and branded hydraulic and
electrical tools and supplies.  Since its creation through a
spin-off in 2000, Actuant has grown its sales from US$482
million to over US$1 billion and its market capitalization from
US$113 million to over US$1.5 billion.  The company employs a
workforce of approximately 6,000 worldwide.  Actuant Corp.
trades on the NYSE under the symbol ATU.

Actuant Corp.'s 2% Convertible Senior Subordinated Debentures
due 2023 carry Standard & Poor's B+ rating.


EMPRESAS ICA: S&P Ups Long-Term Corporate Credit Rating to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its long-term
corporate credit rating on Empresas ICA S.A. de C.V. to 'BB-'
from 'B'.  The ratings were removed from CreditWatch Positive,
where they were placed on April 7, 2006.  The outlook is stable.

Jose Coballasi, Standard & Poor's credit analyst, said, "The
rating action follows a review of ICA's operating and financial
prospects.  The group's operating and financial performance has
been above our expectations."

Furthermore, Standard & Poor's believe that the early delivery
of El Cajon, and the consolidation of the Grupo Aeroportuario
del Centro Norte concession will have a positive effect on the
group's key financial ratios and liquidity, relative to the
group's 2005 performance.

The rating action also considered the group's continued
commitment to a capital structure that favors project financing
over corporate debt, and Standard & Poor's expectation that the
group's foray into the homebuilding segment will not lead to a
significant increase in its consolidated debt leverage.

The ratings assigned to ICA consider the company's position as
the largest engineering, construction, and procurement concern
in Mexico.  The ratings benefit from the group's investments in
concessions, particularly airports.  The ratings benefit from a
financial policy that favors project debt over corporate debt
and Standard & Poor's expectation that the group's foray into
the homebuilding segment will not lead to a significant increase
in its consolidated debt leverage.

The ratings are constrained by the inherent cyclicality of the
construction industry and the company's dependence on Mexican
government spending in infrastructure to sustain its backlog,
which is short relative to those of other rated issuers.

The ratings consider the risk of operating losses and swings in
working capital associated with cost overruns that have hurt the
company's financial performance and liquidity in the past.  The
concentration of mortgage origination in the public housing
agencies and intense working capital requirements associated
with the Mexican homebuilding industry are also factored in the
rating.

ICA is the largest engineering, procurement, and construction
company in Mexico.  The company is engaged in a full range of
construction and related activities, involving the construction
of infrastructure facilities, as well as industrial, urban, and
housing construction.  In addition, the company is engaged in
the development and marketing of affordable housing and real
estate; the construction, maintenance, and operation of
airports, highways, bridges, and tunnels; and the management and
operation of water supply systems and solid waste disposal
systems under concessions granted by the governmental
authorities.

The stable outlook reflects Standard & Poor's expectations that
that the early delivery El Cajon and the consolidation of the
GACN concession will have a positive effect on the group's key
financial ratios and liquidity, relative to the group's 2005
performance.

The outlook also considers the group's continued commitment to a
capital structure that favors project financing over corporate
debt and Standard & Poor's expectation that the group's foray
into the homebuilding segment will not lead to a significant
increase in its consolidated debt leverage.

A negative rating action should be expected if ICA deviates from
Standard & Poor's expectations regarding its financial policy,
particularly the absence of corporate debt on the consolidated
balance sheet.

Furthermore, a negative rating action is likely if the
investments in the homebuilding segment prevent the issuer from
posting positive free operating cash flow on a consolidated
basis -- either due to operational issues or a debt level that
is not commensurate with the segment's cash conversation cycle
-- and result in an increase in ICA's debt leverage.


GRUPO TMM: Inks US$200MM Securitization Pact with Deutsche Bank
---------------------------------------------------------------
Grupo TMM, SA, a Mexican multi-modal transportation and
logistics firm, and some of its subsidiaries have entered into
an agreement for the securitization of US$200 million with
Deutsche Bank AG, London.  The transaction was approved at Grupo
TMM's Shareholders' Meeting on Aug. 18, 2006, and is subject to
customary closing conditions, including but not limited to, no
material adverse changes in market conditions or the financial
situation of the company.

Once the closing conditions are met, Grupo TMM will use the
proceeds from the transaction to refinance existing indebtedness
and for capital investments in future projects.

Deutsche Bank, who acted as structuring agent of this facility,
will provide funding for the transaction.  The Bank of New York
will be the trustee for the certificates issued under this
facility.

Javier Segovia, the president of Grupo TMM, said, "This
transaction not only extends our debt maturity, eliminating any
refinancing risk in 2007, but also gives the company added
financial flexibility and provides us with the resources to
implement our business strategy."

Headquartered in Mexico City, Grupo TMM S.A. (NYSE: TMM)(MEX
VALORIS: TMMA) -- http://www.grupotmm.com/-- is a Latin
American multimodal transportation and logistics company.
Through its branch offices and network of subsidiary companies,
TMM provides a dynamic combination of ocean and land
transportation services.

                        *    *    *

Standard & Poor's Ratings Services raised its corporate credit
rating on Grupo TMM S.A. to 'B-' from 'CCC.'  The rating was
removed from Creditwatch, where it was placed on
Dec. 15, 2004.  S&P said the outlook is positive.


VOLKSWAGEN AG: Strike at Mexican Plant Continues as Talks Fail
--------------------------------------------------------------
Volkswagen AG's Mexican plant faces the first full week of a
strike after talks with unionized members failed over the
weekend.

"There is no end to the strike right now," Christine Kuhlmeyer,
a Volkswagen spokeswoman, said in a telephone interview with
Bloomberg News.

As previously reported, about 9,600 factory workers of the
European carmaker went on strike Friday after rejecting
Volkswagen's offer of a 4% pay rise and a 0.5% increase in food
coupons.  The Mexican workers demanded an 8.5% salary increase.

Union members asserted that if the carmaker can afford to invest
in state-of-the-art technology, it also has to invest in the
quality of its workers' jobs.

Volkswagen had hoped to reach a settlement with the striking
employees over the weekend in order to continue production of
about 1,400 cars per day.

Headquartered in Wolfsburg, Germany, the Volkswagen Group
-- http://www.volkswagen.de/-- is one of the world's leading
automobile manufacturers and the largest carmaker in Europe.
With 47 production plants in eleven European countries and a
further seven countries in the Americas, Asia and Africa,
Volkswagen has more than 343,000 employees producing over 21,500
vehicles or are involved in vehicle-related services on every
working day.

                        *    *    *

Volkswagen has been carrying out measures to cut costs and raise
profits, which could affect up to 30,000 jobs.  The potential
job cuts represent about a third of the carmaker's workforce and
three times higher than initial estimates made by Chief
Executive Bernd Pischetsrieder and Volkswagen brand head,
Wolfgang Bernhard.

In November 2005, Volkswagen maintained its 2005 earnings
guidance amid rumors it may lower targets.  The company predicts
a year-on-year improvement in both operating profit after
special items and profit before tax this year.  Rumors flew that
the company would slash full-year earnings forecast due to
higher restructuring costs.  The company said the impact of its
workforce reduction measures, which will be charged as special
items in the fourth quarter, will be lower than last year's.

The company also admitted there were no significant improvements
in the economic environment in the first nine months of 2005,
and the overall situation in the important automotive markets
remained difficult.  It also expected tougher competition in the
Chinese and U.S. markets, and the rise in fuel prices to
influence consumer confidence.




=================
N I C A R A G U A
=================


* NICARAGUA: Will File Complaint Against Union Fenosa
-----------------------------------------------------
Marielos Cerrato, the executive secretary of Instituto
Nicaraguense de Energia or INE -- the energy regulator of
Nicaragua -- told the press that the agency will file a lawsuit
against Union Fenosa, Spain's power firm, to the arbitration
court for alleged non-compliance of concession contracts.

INE officials confirmed to Business News Americas the planned
legal action against Union Fenosa.

Union Fenosa said in its Web site that it controls 79.5% of
Nicaragua's only power distributors -- Disnorte and Dissur,
which cover more than 52,000 sq km and serve 569,486 customers.

La Prensa reports that a document from the INE states that Union
Fenosa has not implemented INE-approved rates discounts and has
unlawfully charged for public lighting, among other things.

BNamericas relates that fines have been imposed against Union
Fenosa over rates and works in the past.  The firm, however, has
filed injunctions to cancel them.

According to BNamericas, service quality has been "a sticking
point of late, stemming in part from power rationing" that Union
Fenosa has argued is essential due to low water levels and
technical problems.

Reports say the rationing is affecting industry as well as basic
utilities, with people unable to pump water from wells.

Nicaragua's executive has also presented a bill to the national
assembly, requesting US$9 million in treasury bills to inject
resources into Union Fenosa, BNamericas notes.

Union Fenosa told BNamericas that electricity rates are below
the cost of power the firm pays to generators.

                        *    *    *

Moody's Investor Service assigned these ratings to Nicaragua:

                     Rating     Rating Date
                     ------     -----------
   Long Term          Caa1     June 30, 2003
   Senior Unsecured
   Debt                B3      June 30, 2003




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


* PANAMA: Gives Developers 20 Days to Submit Work Timetables
------------------------------------------------------------
ANSP, the public services regulator in Panama, has given
developers who have submitted power generation concession
requests 20 days to present work timetables, according to a
report by Panama's official gazette.

Business News Americas relates that ANSP has issued a
resolution, which modifies an Aug. 19, 2002, resolution
outlining procedures for granting hydro and geothermal
concessions.  ANSP will cancel requests if timetables are not
submitted.  The concessions will then become available for other
interested parties.  Requests must be accompanied with a US$100
deposit for each megawatt of a project's installed capacity.

ANSP's measures aim to organize the sector and ensure sufficient
energy generation, BNamericas states.

                        *    *    *

Fitch Ratings assigned these ratings on Panama:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling    BBB      Apr.  8, 2005
   Long Term IDR      BB+      Dec. 14, 2005
   Short Term IDR       B      Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     BB+      Dec. 14, 2005




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


TELEFONICA DEL PERU: Launching Number Portability Not Priority
--------------------------------------------------------------
Antonio Valente, the head of Telefonica del Peru, told local
paper Correo that launching number portability in the
telecommunications market in Peru would only be feasible with a
larger mobile client base.

Business News Americas reports that Mr. Valente said, "We need
to implement international best practices.  However, the fact
that we have a market with a small client base implies that
number portability is not a priority.  But it does not mean it
will not be possible in the future."

Statistics from Osiptel, the local telecoms regulator, show that
mobile client base in Peru will increase 43% to eight million by
the end of the year, compared with the 5.58 million recorded at
the end of 2005, BNamericas relates.

Edwin San Roman, the head of Osiptel, told the press that Peru's
mobile market has increased considerably in the last two
quarters, mainly due to new investments in expanding coverage
and in launching new services.

                        *    *    *

On Aug. 18, 2006, Fitch Ratings upgraded Telefonica del Peru,
S.A.A.'s foreign currency issuer default rating to 'BB+' from
'BB'.

The rating action was in accordance with Fitch's upgrade of the
foreign currency issuer default ratings of selected Latin
American corporates.




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


ADELPHIA COMMS: Details of Fifth Amended Chapter 11 Plan Draft
--------------------------------------------------------------
As reported in the Troubled Company Reporter yesterday, Adelphia
Communications Corp. and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the Southern District of New York a
draft of their Fifth Amended Plan of Reorganization and Second
Disclosure Statement Supplement relating to the Fifth Amended
Plan.

The ACOM Debtors and the Official Committee of Unsecured
Creditors are co-proponents of the Plan.  However, the ACOM
Debtors are not proponents of the Plan in connection with:

    (a) the treatment of the Bank Claims;

    (b) any Class of Claims as and to the extent to which that
        proponency is restricted by Court; and

    (c) the Global Settlement under the Plan.

The key terms of the Plan is based on the amended and restated
agreement concerning the terms and conditions of a modified
Chapter 11 plan among the ACOM Debtors and certain unsecured
creditors on June 21, 2006.

The Plan reflects the compromise among the major creditor groups
pursuant to which approximately US$1.08 billion in value will be
transferred from certain unsecured creditors of various ACOM
subsidiaries to certain unsecured senior and trade creditors of
the Adelphia Communications parent corp., subject, in some
cases, to reimbursement from contingent sources of value,
including the proceeds of a litigation trust to be established
under the plan to pursue claims against third-parties that are
alleged to have damaged ACOM.

                 Summary of Plan Recoveries

Generally, the Plan contemplates that its treatment of Claims
and Equity Interests represents, among other things, the
settlement and compromise of the Intercreditor Dispute pursuant
to the Plan Agreement.

The Plan groups the ACC Debtors together and the Subsidiary
Debtors together, solely for purposes of describing treatment
under the Plan, confirming the Plan, and making Plan
Distributions with respect to the Claims and Equity Interests.

The groupings do not:

     * effect any Debtor's status as a separate legal entity;

     * change the organizational structure of the ACOM Debtors'
       business enterprise;

     * constitute a change of control of any Debtor for any
       purpose;

     * cause a merger or consolidation of any legal entities; or

     * cause the transfer of any assets.

Except otherwise provided or permitted in the Plan, all Debtors
will continue to exist as separate legal entities.

The ACOM Debtors and the Creditors Committee reserve the right
to substantively consolidate any two or more Debtors, provided
that the substantive consolidation does not materially and
adversely impact the amount of the distributions to any Person
under the Plan.

A. Allowed Claims Against the Subsidiary Debtors

    Allowed Claims against the Subsidiary Debtors will be paid
    in full from the Commencement Date through the Effective
    Date, subject to:

     * the specified "give-ups" in varying amounts of Plan
       Consideration, which would be transferred to the
       creditors of the ACC Debtors; and

     * the deduction of fees payable to various ad hoc
       committees associated with each Class.

    The "give-ups" include:

    (a) US$750,000,000 from amounts otherwise allocable to the
        Arahova Notes;

    (b) US$85,000,000 from amounts otherwise allocable to the
        FrontierVision holding company notes;

    (c) US$30,000,000 from amounts otherwise allocable to the
        Olympus notes and the FPL note;

    (d) US$39,200,000 from amounts otherwise allocable to
        subsidiary trade claims; and

    (e) US$6,800,000 from amounts otherwise allocable to other
        subsidiary unsecured creditors.

    Creditors of the Subsidiary Debtors, other than holders of
    the Olympus Notes and the FOL Notes, would have the ability
    to be repaid:

     * those "give-ups," plus interest at specified rates;

     * deducted fees from recoveries obtained by the Contingent
       Value Vehicle; and

     * in certain cases, releases from Identified Sources.

    A True-Up Reserve will also be created to protect creditors
    of the Subsidiary Debtors against an up to 15% decline in
    the value of the TWC Class A Common Stock during a 60-day
    test period.

B. Allowed Claims for ACC Debtors' Senior Creditors

    Senior creditors of the ACC Debtors holding Allowed Claims
    would receive:

     * US$1,080,000,000 of settlement consideration;

     * the residual sale consideration after funding all other
       distributions and reserves under the Plan;

     * proceeds from retaining assets not sold to Time Warner NY
       Cable, LLC, and Comcast Corp.; and

     * interests in the Contingent Value Vehicle.

    Holders of ACC Subordinated Note Claims, Preferred Stock
    Interest and Equity Interests in ACOM would not receive any
    distributions, unless the senior creditors in the ACC
    Debtors vote to accept the Plan and those holders also vote
    to accept the Plan, in which case, they would receive junior
    interests in the Contingent Value Vehicle.

C. Bank Claims

    All Bank Claims are deemed disputed and are subject to
    disallowance in whole or in part.  Unless and until
    otherwise allowed, no Bank will receive any distributions
    under the Plan, and the liens or security interest securing
    those claims would be transferred to and attach to the
    proceeds of the Sale Transaction in an amount sufficient to
    pay in full the maximum amount of the Disputed Bank Claims
    as determined by the Court.

    Each Class of Bank Claims will have the right to elect, by
    accepting the Plan, to receive payment in full in cash on
    the Effective Date of all outstanding principal and accrued
    interest at the non-default interest rate in effect at the
    Petition Date, subject to disgorgement upon the entry of a
    final order directing the return of some or all of the
    distribution.

           True-Up Mechanism for TWC Class A Common Stock

The Plan contemplates the creation of a true-up reserve on the
Effective Date consisting of TWC Class A Common Stock, or cash
to the extent there is no sufficient stock available.

The True-Up Mechanism is intended, subject to certain
limitations, to be sufficient to permit the adjustment of the
total number of shares received by creditors of the Subsidiary
Debtors based on a Market value of the TWC Class A Common Stock
that is up to 15% higher or lower than the Deemed Value used for
initial distributions under the Plan.

The ultimate value of the recoveries to Claim holders will be
impacted by, among others, the effect of the True-Up Mechanism
and the value and timing of distributions from the Contingent
Value Vehicle.

To assist creditors in evaluating the Plan, the ACOM Debtors and
the Creditors Committee provided, in the Disclosure Statement to
the Plan, two sets of sensitivity tables to illustrate the
potential impact that the True-Up Mechanism has on the estimated
total recoveries.

A full-text copy of Fifth Amended Joint Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?ff8

A full-text copy of the Disclosure Statement is available for
free at http://ResearchArchives.com/t/s?ff9

               About Adelphia Communications

Based in Coudersport, Pa., Adelphia Communications Corp.
(OTC: ADELQ) -- http://www.adelphia.com/ -- is the fifth-
largest cable television company in the country.  Adelphia
serves customers in 30 states and Puerto Rico, and offers analog
and digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie
Farr & Gallagher represents the ACOM Debtors.
PricewaterhouseCoopers serves as the Debtors' financial
advisor.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee
of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates chapter 11
cases.  (Adelphia Bankruptcy News, Issue Nos. 146; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ADELPHIA COMMS: iN DEMAND Holds US$15,865,161 Allowed Claim
-----------------------------------------------------------
iN DEMAND filed multiple proofs of claim against Adelphia
Communications Corp. and its debtor-affiliates in connection
with prepetition amounts due to iN DEMAND.  Each of the Claims
was filed for US$16,806,524, with the exception of Claim No.
17716, which was filed for US$17,886,995.

The Debtors dispute certain fees included in the Claims.

Pursuant to a settlement between the ACOM Debtors and Viacom,
Inc., and certain of its subsidiaries and affiliates, including
Paramount Pictures Corp.:

    -- the ACOM Debtors assert that they have paid US$836,611 to
       Viacom in satisfaction of a portion of the Disputed Claim
       Amount, and that the amount is no longer owed by the ACOM
       Debtors to iN DEMAND or to Paramount Pictures Corp.;
       and

    -- iN DEMAND asserts that it no longer owed US$836,611 to
       Paramount.

The ACOM Debtors asked the U.S. Bankruptcy Court for the
Southern District of New York to disallow and expunge certain of
the Claims as duplicative.

The ACOM Debtors and iN DEMAND have executed a Settlement and
Release Agreement dated as of July 26, 2006, which resolves all
disputes related to the Claims.

Pursuant to the Settlement Agreement, the ACOM Debtors and iN
DEMAND mutually agree that:

    a. Claim No. 17716 will be allowed as an unsecured claim for
       US$15,865,161 against the ACOM Debtors;

    b. the rest of the claims will be disallowed;

    c. iN DEMAND is authorized to file one master proof of claim
       -- the Additional Claim -- against the ACOM Debtors in
       the event Paramount seeks and obtains recovery of
       US$836,611 from iN DEMAND; and

    d. they will mutually release each other from any and all
       claims provided that the release will not apply to the
       Additional Claim.

The ACOM Debtors will provide notice of the Settlement Agreement
to both Viacom and Paramount.

               About Adelphia Communications

Based in Coudersport, Pa., Adelphia Communications Corp.
(OTC: ADELQ) -- http://www.adelphia.com/ -- is the fifth-
largest cable television company in the country.  Adelphia
serves customers in 30 states and Puerto Rico, and offers analog
and digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie
Farr & Gallagher represents the ACOM Debtors.
PricewaterhouseCoopers serves as the Debtors' financial
advisor.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee
of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates chapter 11
cases.  (Adelphia Bankruptcy News, Issue Nos. 145; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ADELPHIA COMMS: Senior Noteholders Want Plan Record Unsealed
------------------------------------------------------------
Aurelius Capital Management, LP, Catalyst Investment Management
Co., LLC, Drawbridge Global Macro Advisors LLC, Drawbridge
Special Opportunities Advisors, LLC, Elliot Associates, LP,
Farallon Capital Management LLC, Noonday Asset Management LP,
and Perry Capital LLC, as holders or investment advisors to
holders of certain notes and debentures issued by Adelphia
Communications Corp., ask the U.S. Bankruptcy Court for the
Southern District of New York to unseal and make publicly
available:

    -- responses to Judge Cecelia's Monitor's Report filed under
       seal by:

        * JPMorgan Chase Bank, N.A., as administrative agent for
          FrontierVision Lenders; and

        * certain lenders, namely: Bank of America, N.A., in its
          individual capacity and in its capacity as
          administrative agent of the Century Cable Holdings
          Credit Facility; The Bank of Nova Scotia; Bank of
          Montreal, in its capacity as administrative agent of
          the Olympus Facility; Barclays Bank, PLC; the Ad Hoc
          Committee of Non-Agent Secured Lenders; Credit Suisse,
          Cayman Branch; The Royal Bank of Scotland PLC; Toronto
          Dominion (Texas), LLC; PNC Bank, National Association;
          Calyon New York Branch; The Bank of New York and The
          Bank of New York Company, Inc.; Societ, General, S.A.;
          and Wachovia Bank National Association, in its
          capacity as administrative agent for the UCA Lenders;

    -- the transcript for the status conference held on
       July 6, 2006, on global plan issues;

    -- all information relating to the Monitor process; and

    -- all pleadings filed and all proceedings held before the
       Court that relate to or implicate negotiations or
       proposals in respect of a reorganization or liquidation
       plan.

The ACC Senior Noteholders also ask the Court to adjudicate all
remaining intercreditor disputes.

The Court has previously established a procedure -- the MIA
Process -- to litigate the Intercreditor Disputes, including
determination of the intercompany claims.  In conjunction with
the MIA Process, to preserve both fairness and the appearance of
fairness and to ensure that the ACOM Debtors have fulfilled
their fiduciary duties to all estates, the Court ordered the
ACOM Debtors to remain neutral and designated certain
participants to litigate the issues.

Martin J. Bienenstock, Esq., at Weil, Gotshal & Manges LLP,
tells the Court that the ACOM Debtors have violated their Court-
ordered neutrality by, among others, signing the amended and
restated agreement, dated July 21, 2006, concerning terms and
conditions of a modified Chapter 11 plan, purporting to settle
the Intercreditor Disputes in an "extreme and lopsided manner."

Mr. Bienenstock notes that in its regulatory filing with the
Securities and Exchange Commission, the ACOM Debtors disclosed
that they intend to propose a nonconsensual plan based on a term
sheet as contemplated in the Plan Agreement.  As the Term Sheet
was being prepared, pleadings were filed under seal raising
serious concerns about the "settlement" and the Court held a
status conference on July 6, 2006, under seal, on the global
plan issues related to it.

                Open Access to Court Records
                   Is a Fundamental Right

The bankruptcy process is heavily dependent on creditor
participation and full financial disclosure, Mr. Bienenstock
asserts.  To foster that participation, subject to certain
exceptions, the Bankruptcy Code mandates full and open access to
court records.  The directive for public access is most critical
in the context of the plan process, determination of the ACOM
Debtors' assets and liabilities, and the resolution of the
Intercreditor Disputes.

Transparency enhances informed creditor participation and
maintains confidence in the system of justice, Mr. Bienenstock
says.

"[I]t is neither just nor functional to allow a partisan plan
proposal to be endorsed and publicized by the [ACOM] Debtors,
but criticized under seal; to discourage and threaten to punish
open criticism of the [ACOM] Debtors' handling of these cases;
or to employ threats behind closed doors to force a settlement
that no rational person would otherwise accept," Mr. Bienenstock
asserts.

Mr. Bienenstock clarifies that the ACC Senior Noteholders do not
seek full-blown disclosure to jeopardize the ACOM Debtors and
their estates.

               Determination of the Intercompany
                      Claim Is Mandatory

Mr. Bienenstock asserts that the creditors have a right to the
adjudication and determination of each estate's assets and
liabilities.  "Determining the assets and liabilities of each
Debtor's estate is mandatory, not discretionary."

Mr. Bienenstock contends that by ordering the ACOM Debtors to
remain neutral and establishing the MIA Process, the Court
established a construct to preserve a level-playing field.  He
relates that if the Ad Hoc Committee of ACC Senior Noteholders
is silenced and stripped of its authorization to litigate or
settle the Intercreditor Disputes or if the ACOM Debtors' patent
lack of neutrality is tolerated, "then the field will no longer
be level and the rules will change in the middle of the game."

Mr. Bienenstock points out that the creditors have relied on the
Court's insistence on due process and fundamental fairness
through the MIA Process and neutralization of the ACOM Debtors.

The purported settlement set forth in the Term Sheet is neither
operative as a settlement nor entitled to the deference
otherwise given a settlement proposed by a non-conflicted
representative of the estate based on an evaluation of the
merits of the underlying dispute, Mr. Bienenstock contends.

Mr. Bienenstock asserts that any proposed plan that sidesteps
the merits of the Intercreditor Disputes and ignores the ACOM
Debtors' inherent conflicts cannot be confirmed.  The only
viable exit strategy, according to Mr. Bienenstock, is to
adjudicate the Intercreditor Disputes and the Intercompany
Claims, unless the authorized committees determine to settle
them, which no one contends has occurred.

                About Adelphia Communications

Based in Coudersport, Pa., Adelphia Communications Corp.
(OTC: ADELQ) -- http://www.adelphia.com/ -- is the fifth-
largest cable television company in the country.  Adelphia
serves customers in 30 states and Puerto Rico, and offers analog
and digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie
Farr & Gallagher represents the ACOM Debtors.
PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of
the Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11
protection on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622
through 06-10642).  Their cases are jointly administered under
Adelphia Communications and its debtor-affiliates chapter 11
cases.  (Adelphia Bankruptcy News, Issue Nos. 145; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DORAL FINANCIAL: Doral Bank Chief Executive Officer Resigns
-----------------------------------------------------------
Doral Financial Corp. said in a press release that Antonio Faria
-- the chief executive officer and chairperson of the board of
Doral Bank Puerto Rico, a unit of Doral Financial Corp., has
resigned.  He will leave the company over the next 60 days.

Mr. Faria first joined Doral to serve as President of Doral
Money, Inc., a New York based subsidiary of Doral Bank,
specializing in commercial and construction mortgage lending.

On Aug. 29, 2005, the Troubled Company Reporter-Latin America
reported that Mr. Faria became the Chief Executive Officer of
Doral Bank in Puerto Rico (Doral Bank).

Mr. Faria was named Chairman of the Board of Doral Bank Puerto
Rico, in addition to his responsibilities as the Bank's Chief
Executive Officer.

According to the press release, Mr. Faria decided to leave the
company after discussions with Glen Wakeman -- the newly
appointed chief executive officer of Doral Financial --
regarding the company's future strategic direction and needs.

As reported in the Troubled Company Reporter-Latin America on
Aug. 18, 2006, Doral Financial appointed Mr. Wakeman as chief
executive officer and a member of the board of directors, on
Aug. 15, 2006, effective immediately after the filing of the
company's annual report on Form 10-K for the fiscal year ended
Dec. 31, 2005.  Mr. Wakeman has served as the company's
president and chief operating officer since May 30, 2006.  He
succeeds John A. Ward III, who had been acting as chief
executive officer on an interim basis.

While Mr. Wakeman has a strong background in consumer finance,
Mr. Faria was more commercial loan oriented, Business News
Americas says.

Sterne Agee, a senior analyst at Thomas Monaco, told BNamericas,
"This makes little sense.  If that was the case in December, why
is he leaving now?"

Doral had told BNamericas that it planned to find a new chief
executive officer as soon as possible.

Doral Financial Corp. -- http://www.doralfinancial.com/
-- a financial holding company, is the largest residential
mortgage lender in Puerto Rico, and the parent company of Doral
Bank, a Puerto Rico based commercial bank, Doral Securities, a
Puerto Rico based investment banking and institutional brokerage
firm, Doral Insurance Agency, Inc. and Doral Bank FSB, a federal
savings bank based in New York City.

                        *    *    *

As reported in the Troubled Company Reporter on June 13, 2006,
Standard & Poor's Ratings Services lowered its long-term ratings
on Doral Financial Corp. (NYSE: DRL), including the company's
long-term counterparty rating, to 'B+' from 'BB-'.  At the same
time, Doral's outlook remains on CreditWatch with negative
implications.


KMART CORP: Delivers Results for 13 Weeks Ended July 29
-------------------------------------------------------
In a Form 8-K filed with the US Securities and Exchange
Commission, Sears Holdings Corp. discloses Kmart Corp.'s sales
for 13 weeks ended July 29, 2006.

Aylwin Lewis, chief executive officer and president of Sears
Holdings Corp., relates that the improvement in second
quarter 2006 earnings reflects improved profitability at both
Kmart and Sears Domestic, largely due to reduced expenses and an
increase of 120 basis points in gross margin rate from 27.2% in
2005 to 28.4% in 2006.

                 Kmart's Results and Key Statistics
               (In millions, except number of stores)

                                               13 Weeks Ended
                                             -------------------
                                             07/29/06   07/29/05
                                             --------   --------
    Merchandise sales and services           US$4,472   US$4,642
    Cost of sales, buying and occupancy         3,389      3,529

    Gross margin rate                           24.2%      24.0%

    Selling and administrative                    874        964

    Selling and administrative expense
       as a percentage of total revenues        19.5%      20.8%

    Depreciation and amortization                  18         10
    Gain on sales of assets                        -         (2)
    Restructuring charges                          -         42
                                              -------    -------
    Total costs and expenses                    4,281      4,543
                                              -------    -------
    Operating income                           US$191      US$99
                                              =======   ========
    Number of Stores                            1,398      1,445

According to Mr. Lewis, Kmart's comparable stores sales declined
0.6%.  The sales declines in home goods were partially offset by
increased sales within a number of merchandise categories,
including apparel, general merchandise, pharmacy and food, and
other consumable goods.

Total revenues at Kmart declined US$1,000,000 as compared to the
prior year period, primarily reflecting a reduction in the total
number of Kmart stores in operation, Mr. Lewis says.

Furthermore, Kmart's operating income shows an increase of
US$92,000,000.

                      About Kmart Corp.

Headquartered in Troy, Michigan, Kmart Corp. nka KMART
Holding Corp. -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or
Kmart Supercenter format, in all 50 United States, Puerto Rico,
the U.S. Virgin Islands and Guam.  The Company filed for chapter
11 protection on Jan. 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps,
Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
US$16,287,000,000 in assets and US$10,348,000,000 in debts when
it sought chapter 11 protection.  Kmart bought Sears, Roebuck &
Co., for US$11 billion to create the third-largest U.S.
retailer, behind Wal-Mart and Target, and generate US$55 billion
in annual revenues.  The waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act expired on Jan. 27, without
complaint by the Department of Justice.  (Kmart Bankruptcy News,
Issue No. 115; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000)




=================================
T R I N I D A D   &   T O B A G O
=================================


MIRANT CORP: Wants ConEd & O&R to Comply with Purchase Agreement
----------------------------------------------------------------
In 1998, Mirant Corp.'s debtor-affiliates in New York, entered
into four agreements to purchase certain generation facilities
of Consolidated Edison Company of New York, Inc., and Orange and
Rockland Utilities, Inc.

Old Mirant or MC 2005, LLC, guaranteed the New York Debtors'
obligations under the Purchases Agreements and transferred as
purchase price (i) US$349,272,262 to O&R and (ii) US$136,920,555
to ConEd.

In Dec. 2000, O&R, the New York Debtors and Mirant Americas
Energy Marketing, LP, reconciled the amounts then owed to or
from the Sellers:

    (a) O&R cancelled its US$3,987,435 claim against Mirant NY-
        Gen, LLC, Mirant Lovett, LLC, and Mirant Bowline, LLC;

    (b) O&R transferred US$2,362,812 to Mirant Bowline by wire
        transfer;

    (c) MAEM cancelled its US$6,350,248 claim against O&R;

    (d) Mirant NY-Gen cancelled US$1,071,843 of indebtedness due
        To it from MAEM;

    (e) Mirant Lovett agreed to pay US$2,819,754 to MAEM at a
        future but unspecified date; and

    (f) Mirant Bowline agreed to pay US$2,458,651 to MAEM at a
        future but unspecified date.

                   Liability Obligations

Pursuant to the Purchase Agreements, the New York Debtors
assumed certain liabilities with respect to the Purchased
Assets, except those identified as excluded liabilities.

Craig H. Averch, Esq., at White & Case LLP, in Miami, Florida,
notes that O&R and ConEd represented in the Purchase Agreements
that:

    * they possessed no non-disclosed liabilities relating to
      the business or operations of the Purchased Assets;

    * there had not been any damage, destruction or casualty
      loss which had a material adverse effect on the Purchased
      Assets; and

    * they were in compliance with all applicable environmental
      laws.

O&R and ConEd agreed to indemnify Mirant NY-Gen, Mirant Bowline,
and Mirant Lovett from all claims asserted against the Debtors,
and arising out of the Excluded Liabilities or from any breach
of the covenants.

The Purchase Agreements also provide that O&R and ConEd would be
responsible for its prorated portion of taxes accrued by the
Purchased Assets through the Closing Date.

                  Plan of Reorganization

In accordance with the Debtors' Plan, Old Mirant and MAEM were
transferred to Mirant Corp. on the Effective Date.  All
assets of MAEM and other "Trading Debtors" were transferred to
Mirant Energy Trading, LLC.

                 Deficiencies and Problems
             Indemnification and Tax Payments

Mr. Averch relates that during the past two years, the New York
Debtors have discovered various deficiencies and problems with
the Purchased Assets resulting in continuing liabilities,
damages and costs.

Based on the New York Debtors' investigation, many of the
liabilities, damages and costs are "Excluded Liabilities" under
the Purchase Agreements and further result from breaches of O&R
and ConEd's covenants.

The New York Debtors have identified these deficiencies and
problems at the facilities that are Excluded Liabilities:

    (1) Improper closure at the Lovett coal ash management
        facility;

    (2) Leaking from the underground pipeline at the Hillburn
        generating facility;

    (3) Inadequate secondary containment storage capacity for
        oil tanks at the Lovett facility and at the Bowline
        facility; and

    (4) Existence of a sinkhole at the Swinging Bridge Dam near
        the Swinging Bridge Hydroelectric Station.

The New York Debtors have asserted indemnification from the O&R
and ConEd, but the Sellers failed to abide by their contractual
obligations.

In addition, since the Closing Date, the New York Debtors and
Old Mirant paid the property taxes on behalf of O&R and ConEd
that should have been prorated under the Purchase Agreements,
Mr. Averch says.  The New York Debtors and Old Mirant have
asserted reimbursement for those tax payments, but O&R and ConEd
failed to do so.

                      Claim Objections

O&R filed Claim No. 8411 for US$962,037, while ConEd filed Claim
No. 8036 for US$85,843 on account of certain unpaid services.

The New York Debtors seek to disallow the Claims pursuant to
Section 502(d) of the Bankruptcy Code.  Section 502(d) provides
that a court will disallow any otherwise allowable claim of an
entity that is the recipient of a transfer avoidable under
Chapter 5 of the Bankruptcy Code, unless the recipient
surrenders the transfer.

ConEd has not surrendered the Transfers made to it by Old
Mirant, hence, the Claim should be disallowed under Section
502(d), Mr. Averch argues.  In addition, an invoice for
US$1,880, which was attached to ConEd's Claim No. 8036 should be
disallowed for untimely filing, Mr. Averch says.

Moreover, Mr. Averch asserts that the Old Mirant Transfers
constitute as fraudulent transfers to ConEd that is avoidable
pursuant to Section 544 and under applicable state law.

Section 544(b)(1) provides that any debtor may avoid any
transfer of an interest in property or any obligation incurred
that is avoidable under applicable law by a creditor holding an
unsecured claim that is allowable or not allowable under Section
502.  The phrase "under applicable law" has been interpreted to
mean the state's fraudulent transfer law that would govern the
potentially fraudulent transaction.

The New York Debtors also dispute the validity and timing of
O&R's Claim No. 5517, Mr. Averch notes.  Pursuant to Section
550(a), to the extent that a transfer is avoided under Section
544, 545, 547, 548, 549, 553(b), or 724(a), the trustee may
recover, for the benefit of the estate, the property
transferred, or, if the court so orders, the value of the
property, from:

    (1) the initial transferee of the transfer or the entity for
        whose benefit the transfer was made; or

    (2) any immediate or mediate transferee of the initial
        transferee.

For these reasons, the Mirant Entities ask Judge Lynn to:

    (a) disallow the O&R Claim and the ConEd Claim;

    (b) avoid Old Mirant's guaranty obligations pursuant Section
        544;

    (c) avoid the Transfers pursuant to Section 544;

    (d) rule that Mirant and MET may recover the value of the
        property transferred, with interest, attorney's fees,
        and costs of suit and collection allowable by law;

    (e) disallow in accordance with Section 502(d), any claim
        held by O&R and ConEd until they satisfy the judgment;

    (f) rule that:

        (1) the deficiencies and problems at the facilities
            included in the Purchased Assets are Excluded
            Liabilities under certain of the Purchase
            Agreements;

        (2) O&R and ConEd are obligated to indemnify the New
            York Debtors for the liabilities, damages and costs
            arising out of the Excluded Liabilities; and

        (3) O&R and ConEd are required to defend the New York
            Debtors against those liabilities; and

    (g) award the Mirant Entities damages for breach of contract
        according to proof, interest, attorney's fees, and other
        costs.

              ConEd and O&R Seek Dismissal of Complaint
                  and Withdrawal of the Reference

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, asserts that the time for the Debtors to assert
claims for fraudulent transfers has expired.

Pursuant to Section 24.010(a)(2) of the Texas Business &
Commerce Code Annotated, claims for constructive fraudulent
transfer are time-barred when they are brought more than four
years after the transfer, Mr. Sosland points out.

The transfers occurred on Nov. 24, 1998, when the agreements
were entered into, Mr. Sosland says.  Moreover, even if the
closing date of June 30, 1999, were considered as the transfer
date, still, more than four years passed between the transfers
and the Debtors' July 14, 2003, Petition Date.

Hence, O&R and ConEd ask Judge Lynn to dismiss the fraudulent
transfer claims for failure to state a claim on which relief can
be granted.

With respect to the breach of contract claims, O&R and ConEd ask
the U.S. District Court for the Northern District of Texas to
withdraw the reference pursuant to Section 157(d) of the
Judiciary and Judicial Procedures Code.

Mr. Sosland contends that the claims for breach of contract are
non-core proceedings.  Absent the Debtors' bankruptcy, the
claims for beach of contract would have been brought in a state
or federal court in New York, Mr. Sosland points out.

The pendency of the New York Debtors' bankruptcy cases and the
fact that Mirant was once in bankruptcy does not alter the
substance of the causes of action, nor does the fact that the
claims for breach of contract are couched as counterclaims to
proofs of claim, Mr. Sosland asserts.

The Breach of Contract Counterclaims are state law contract
claims relating to environmental and tax issues, which do not
constitute core proceedings, Mr. Sosland says.  They do not
implicate any federally created or bankruptcy-related rights.

Additionally, O&R and ConEd seek the transfer of the adversary
proceedings with respect to the Breach of Contract Counterclaims
to the New York District Court in the interest of justice and
for the convenience of the witnesses and the parties.

Judge Lynn will conduct a status conference on the motion to
withdraw the reference on Aug. 30, 2006, at 10:30 a.m.

                        About Mirant

Headquartered in Atlanta, Georgia, Mirant Corp. (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.  Mirant Corp. filed for chapter 11 protection on
July 14, 2003 (Bankr. N.D. Tex. 03-46590), and emerged under the
terms of a confirmed Second Amended Plan on Jan. 3, 2006.
Thomas E. Lauria, Esq., at White & Case LLP, represented the
Debtors in their successful restructuring.  When the Debtors
filed for protection from their creditors, they listed
US$20,574,000,000 in assets and US$11,401,000,000 in debts.
The Debtors emerged from bankruptcy on Jan. 3, 2006.  (Mirant
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                        *    *    *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service downgraded the ratings of Mirant
Corp. and its subsidiaries Mirant North America, LLC and
Mirant Americas Generation, LLC.  The Ba2 rating for Mirant Mid-
Atlantic, LLC's secured pass through trust certificates was
affirmed.  Additionally, Mirant's Speculative Grade Liquidity
rating was revised to SGL-2 from SGL-1.  The rating outlook is
stable for Mirant, MNA, MAG, and MIRMA.

Moody's downgraded Mirant Americas Generation, LLC's Senior
Unsecured Regular Bond/Debenture, to B3 from B2.  Moody's also
downgraded Mirant Corp.'s Corporate Family Rating, to B2
from B1, and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-1.  Mirant North America, LLC's Senior Secured Bank Credit
Facility, was also downgraded to B1 from Ba3 and its Senior
Unsecured Regular Bond/Debenture, to B2 from B1.

As reported in the Troubled Company Reporter on July 13, 2006,
Fitch Ratings placed the ratings of Mirant Corp., including the
Issuer Default Rating of 'B+', and its subsidiaries on Rating
Watch Negative following its announced plans to buy back stock
and sell its Philippine and Caribbean assets.

Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating
and Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the
Pass-through certificates' 'BB+/Recovery Rating RR1'.

Fitch also placed Mirant North America, Inc.'s Issuer Default
Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating,
Senior secured term loan's 'BB/RR1' rating, and Senior unsecured
notes' 'BB-/RR1' rating on Rating Watch Negative.  Mirant
Americas Generation, LLC's Issuer Default Rating of 'B+' and
Senior unsecured notes' 'B/RR5' rating was included as well.

Standard & Poor's Ratings Services also placed the 'B+'
corporate credit ratings on Mirant Corp. and its subsidiaries,
Mirant North American LLC, Mirant Americas Generating LLC, and
Mirant Mid-Atlantic LLC, on CreditWatch with negative
implications.




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


PETROLEOS DE VENEZUELA: El Palito Can Refine Up to 140K Barrels
---------------------------------------------------------------
Petroleos de Venezuela said in a statement that its El Palito
refining facility located in the Carabobo state can process up
to 140,000 barrels of oil per day.

Alejandro Granado, Petroleos de Venezeula's refining vice-
president of, said in the same statement, that the fluidized
catalytic cracking unit is working at full capacity, processing
54,000 bpd.  The alkylation unit has yielded 15,000 bpd.  The
stock of liquefied petroleum gas accounts for 9,000 barrels, or
36 fuel tenders, that ensure supply of the domestic market.

Petroleos de Venezuela SA is Venezuela's state oil company in
charge of the development of the petroleum, petrochemical and
coal industry, as well as planning, coordinating, supervising
and controlling the operational activities of its divisions,
both in Venezuela and abroad.

                        *    *    *

Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the
absence of timely financial and operating information.


* VENEZUELA: Executing Bilateral Pact with Colombia by 2007
-----------------------------------------------------------
Colombian Foreign Minister Maria Consuelo Araujo told reporters,
during her visit in Venezuela, that a bilateral agreement
between her country and Venezuela will be executed by 2007.

"Good news is that the Colombian-Venezuelan trade is growing.
But we need to provide for a legal framework and the ministers
(of trade) are working on it. They are striving to have an
agreement signed before the end of this current year," the
foreign minister was quoted by AFP as saying.

According to reports, Ms. Araujo claimed that President Hugo
Chavez "showed eagerness to execute this bilateral trade
agreement, at the request of President Alvaro Uribe."

According to El Universal, Colombia and Venezuela share an
annual balance of trade of US$3.5 billion, including US$2
billion in Colombian exports and US$1.5 billion in Venezuelan
exports.

                        *    *    *

Venezuela's foreign currency long-term debt is rated B1 by
Moody's, B+ by Standard & Poor's, and BB- by Fitch.


* VENEZUELA: Okays Incorporation of Argentina's National Bank
-------------------------------------------------------------
Venezuela's Ministry of Finance has authorized the incorporation
in Venezuela of a branch of Argentina's National Bank.  Hugo
Pablo Torrealba was appointed as head of the bank, El Universal
reports.

According to El Universal, the initiative is "in an economic
context favoring development of business between Venezuelan and
Argentina.  The bilateral exchange flow has gradually increased
over the last few years.  This, in addition to Venezuela's
membership at the Common Market of the South (Mercosur),
envisages exciting opportunities, including new assets to fund
trade and investments and provision of related bank services."

The new bank will be based in Caracas.

                        *    *    *

Venezuela's foreign currency long-term debt is rated B1 by
Moody's, B+ by Standard & Poor's, and BB- by Fitch.


* IDB Okays Central America US$1.7MM Remittance Services Grant
--------------------------------------------------------------
The Multilateral Investment Fund or MIF reported that Inter-
American Development Bank approved a US$1,759,000 grant to the
Center for Latin American Monetary Studies or CEMLA to promote
the application of the General Principles for Latin America and
Caribbean Remittance Services in at least 23 nations.

The IDB's MIF-financed technical cooperation will help central
banks and other authorities in the region involved in the
regulation, operation and measurement of the remittance market
implement the principles developed under the leadership of the
World Bank and the Bank for International Settlements' Committee
on Payment and Settlement Systems.

Specialists will visit 15 central banks from the more
remittance-dependent economies to help them strengthen
remittance market reporting and increase awareness to
disseminate the principles.  The other central banks will
participate in regional seminars and other events with similar
objectives.

Colombia, Dominican Republic, Ecuador, El Salvador, Honduras,
Nicaragua and Peru have indicated their desire to be included
among the forthcoming missions, which will aim at a frequency of
one per quarter.

Federico de Arteaga, the MIF Team Leader, said, "The project
will help make international remittance services more secure and
efficient.  This will be achieved by promoting greater
transparency and consumer protection, an improved payment system
infrastructure for small cross-border payments, a more sound
legal and regulatory framework, greater competition and market
access, and more developed risk management systems.  The goal of
this initiative is to increase net receipts of remittances in
the region by reducing the cost of sending money in a more
affordable and competitive market.  It will benefit the
recipients of remittances from family members by promoting their
formal participation in the payment system and facilitating
their access to more secure remittance services."

Remittance flows in the region reached US$56.3 billion in 2005,
exceeding direct foreign investment flows and official external
assistance in the region combined.  An estimated 150 million
individual transactions are executed each year involving 20
million families, who receive between US$200 and US$300 per
operation.  Remittances represent a significant percentage of
gross domestic product for certain countries and contribute
significantly to poverty reduction.

The Center for Latin American Monetary Studies is a
nongovernmental, not-for-profit organization based in Mexico
City providing training, dissemination, research and technical
cooperation to central banks in Latin America and the Caribbean.
CEMLA is comprised of 47 institutions, central banks from the
countries in the region and Europe and other regional
institutions.  CEMLA's counterpart financing for this project
will total US$2,053,000.

The Multilateral Investment Fund is an autonomous fund,
administered by the IDB.  It provides grants, investments and
loans to promote private sector growth, labor force training and
small enterprise modernization in Latin America and the
Caribbean.


* Fitch Says High Fuel Cost Worsen Risk in LatAm Power Sector
-------------------------------------------------------------
While there has been a general improvement in credit quality for
Latin American power companies in recent years, market
participants remain exposed to high energy and fuel costs, which
may have a material negative effect on these companies depending
on how countries address the issue.  Fitch believes the
sustained rise in global hydrocarbon fuel prices has the
improvement in the Latin American power sector.

The good news is that open capital and bank markets both locally
and internationally have allowed power companies to refinance
debt with longer tenors and at lower rates, reducing near-term
liquidity risk and improving overall credit quality.  As a
result, many companies now have adequate financial flexibility
to absorb, to some extent, the direct and indirect costs
associated with high fuel prices.  The degree to which companies
are exposed also depends on local regulations and politics.

Prices of natural gas, crude and refined products have continued
their upward trend.  The two graphs for West Texas Intermediate
or WTI and Henry Hub spot prices are essentially proxies for
Latin American energy prices.  While prices for diesel and fuel
oil in Latin America are generally based on international
benchmarks (and, therefore, follow the trend in WTI prices),
natural gas prices are based on regional or bilateral prices.
For example, Brazil and Argentina have been paying Bolivia
approximately US$3.20 per million British thermal unit (MMBtu)
even as natural gas prices for Henry Hub, a U.S. benchmark, rose
as high at US$15/MMBtu in September 2005, with recent prices of
about US$6/MMBtu.  Bolivia has already reached an agreement with
Argentina to increase the price of natural gas to US$5/MMBtu and
is engaging in a separate discussion with Brazil but no
agreement has been reached.  As a result, fuel price increases
in these markets are likely to be reflected in electricity
prices, though to a lesser extent than in other countries.

Higher fuel costs have already resulted in higher and more
volatile electricity prices in many markets; the exceptions are
Brazil, with its significant hydroelectric capacity and
currently favorable hydrological conditions, and Argentina, with
its government-imposed constraints on prices.  However, Chile,
Peru and the countries of Central America stand out as exposed
markets.  Further contributing to increased volatility is
growing demand and stable supply, or lack of required
investment.  Chile and Panama, for example, are two countries
that have had relatively little new generation added in recent
years and have seen increased volatility in spot prices.

The effect a period of high and rising fuel costs will have on
Latin American power credits is influenced by many factors,
including:

   -- the market structure;

   -- the regulatory/political environment, the greatest
      potential for derailing the credit improvement in the
      Latin American power sector;

   -- the country's energy resource mix;

   -- the company's access to liquidity; and

   -- most importantly, the effectiveness of energy
      pass-through mechanisms.

Positively, from a credit perspective, the trend in rising
prices has led to increasing regulated and contract prices, in
some countries more than others, essentially representing a
pass-through of fuel costs\ through the value chain.  The most
significant increase has occurred in Chile, where the market
once relied heavily on relatively low-priced Argentine natural
gas.  Market participants viewed the regulated electricity
prices in Chile prior to June 2005 as too low to promote
material new investment in generation, given the exposure to
interruptions of fuel supply and a regulated tariff with
distribution companies that adjusted every six months.  A new
electricity law passed last year has allowed for increased fuel
price assumptions, as well as the possibility for long-term
fixed price supply contracts with distributors.  With these
higher prices, Fitch expects renewed investment in new power
projects and the development of a liquefied natural gas
regasification terminal.  These projects, supported by a
favorable regulatory environment, should reduce Chile's
dependence on energy from neighboring counties and allow the
country to meet projected demand growth.

In Brazil, the distributors' energy purchases are defined by the
energy auctions up to a regulated valor de referencia --
reference price. Prices from the auctions of "old energy" have
been below the initial (privatization) contracts and the
indicated prices given by the government due to the excess of
energy that existed in the market.  In the first auction for
"new energy" (i.e., new power plants), there were not a lot of
participants given the relatively low valor de referencia
presented by the government.  The second new energy auction that
took place in June 2006 attracted many of the sector's important
players based on tariffs for hydroelectric and thermoelectric
generation of BRL125/MWh and BRL140/MWh, respectively.  This
trend of higher prices should continue over the next auctions
and may promote additional investment in the sector.

Peru has shown material volatility in spot electricity prices
over the past couple of years.  The Peruvian authorities are
relying on the development of the Camisea natural gas field to
help support the development of new thermoelectric generation
capacity.  The government has also stressed the importance of
lowering domestic fuel prices by promoting a goal of
selfsufficiency to minimize exposure to international market
prices.  This may not be the best news for upstream producers,
but lower priced fuel should help stabilize electricity prices
and reduce business risk for electric utilities.

It appears that, in general, supportive regulations have allowed
for the pass-through of fuel price increases, to varying
degrees.  While that is positive, rising costs to end users are
always a political issue.  In Latin America, the concern from a
credit perspective is that during the election cycle there is an
increased likelihood of changes to regulations and/or delays in
tariff adjustments in order to favor the end users (i.e.,
voters).  Governments play politics with energy and electricity
prices and, therefore, have a direct role in determining the
credit quality of a local utility.

In many cases, there has been a slowdown in expansion of new
generation facilities as fuel prices have risen and the
potential for regulatory interference increases.  A key driver
of prospective credit in the Latin American power sector is the
level of generating capacity and plans for new developments.
When governments play politics with energy prices or electricity
prices, there can be lasting effects.  Failure to pass through
true energy costs or other political interference increases the
risk for investors and delays required investments.
In addition, underinvestment could lead to capacity shortages,
which in turn leads to increased volatility and exposure to fuel
prices and results in overall higher market costs.  With these
effects, the cycle continues.  The challenge for regulators and
politicians is to balance the rising cost of energy with the
need to attract sufficient investment to ensure the long-term
integrity of the sector.  Those that maintain clear and
supportive rules, including adequate pass-through mechanisms,
should be successful, while those that push the cost burden to
the market participants may face shortages of electricity in the
future.


* Effects of Nationalization on Corporations in Latin America
-------------------------------------------------------------
Resource nationalism in Latin America has become especially
prevalent, as the majority of the region's citizens remain
disenchanted with their struggle for prosperity at a time of
high commodity prices and regional presidential elections.
Nationalization, or the threat thereof, has a negative effect on
corporates operating in the region, as it may result in
underinvestment and lower output in strategic industries such as
oil, a higher cost of capital and typically larger debt levels.
Other negative spillover effects include less favorable trade
conditions, reduced employment and increased costs associated
with protracted negotiations, arbitrations and legal battles.

Several populist leaders in the region have chosen to exploit
the commodity price run-up to extract a larger stake in their
countries' natural resources, with negative implications for
many corporates.  Latin America holds significant deposits of
oil, copper, iron ore and other minerals that are currently at a
high point in the price cycle.  When oil and other commodity
prices are high, the governments of producing countries are
often less motivated to comply with contracts and agreements
with foreign investors and joint-venture partners in order to
increase their share of the wealth generated from these
resources.  The governments often unilaterally make changes to
existing agreements in an attempt to raise taxes and royalties,
as well as their ownership interest, to achieve what often leads
to merely short-term gains rather than long-term rewards.  This
generally results in deteriorating credit quality and lower
credit ratings.

In industries that have become nationalized, the once private
companies tend to become inefficient as many experienced workers
are dismissed and replaced with typically less qualified
employees.  The governments often attempt to redistribute wealth
via increased spending on social programs instead of adequately
reinvesting in the business' operations in areas such as
exploration and capacity expansion.  The seizing of assets
drives foreign investors away, further reducing funds available
for investment and capital expenditures.  All of these factors
tend to constrain global output, sending commodity prices
higher.

The most notable examples in Latin America of this
redistribution are in Venezuela and Bolivia.  As oil prices have
soared, Venezuela's president, Hugo Chavez, has raised taxes and
royalties and even assumed operating control from foreign
companies.  Following Pres. Chavez's lead, Bolivia's newly
elected president, Evo Morales, a populist of indigenous
descent, issued a nationalism decree in which companies must
transfer production operations to Yacimientos Petroliferos
Fiscales Bolivianos aka YPFB, Bolivia's state energy company.
In May 2006, Pres. Morales led military troops to take over the
country's largest natural gas field, which is operated by
Brazil's Petróleos Brasileiro S.A. aka Petrobras.  During a 180-
day interim period given to companies to review the terms of the
new contracts, the Bolivian state will take 82% of the revenues
of the two largest fields, a large increase from 18% one year
ago.  This action will more than double the government's
revenues from gas to about US$800 million per year.  If the
Bolivian government views the result of the ensuing negotiations
as unfavorable, it will likely move to expropriate and assume
full control over all of Bolivia's natural gas resources.
Petrobras has countered by suspending a planned expansion of the
Bolivia-to-Brazil pipeline and by pushing forward the timeline
to develop its own natural gas field in Brazil, all to the
detriment of Bolivia.  In addition to Petrobras, foreign
companies have invested about US$4.0 billion-US$5.0 billion in
Bolivia.  However, the country accounts for only 1.5% of
Petrobras' revenues and 3.7% of reserves.

Even when companies are not outright nationalized, ever-changing
operating terms and conditions tend to discourage investment by
foreigners and raise the cost of capital for the industry as a
whole. For example, YPF Repsol halted plans to invest nearly
US$500 million in Bolivia after higher taxes made the
development of some gas fields unprofitable.  In addition, a
US$6 billion project to transport natural gas from Bolivia to
Chile for export to Mexico and the United States was shelved as
the country's radical left mobilized poor Bolivians to protest
and thwart the plan in order to keep the resources within the
country.  Like other countries in Latin America, Bolivia needs
foreign capital, expertise and technology to develop its gas
fields and fulfill export contracts with Argentina and Brazil,
its main market.  Without this investment, the value of the
resources cannot be realized by the Bolivians on their own.

Peru has also shown a tendency for increased nationalism as both
of the country's presidential candidates recently campaigned for
renegotiating natural gas contracts.  These actions were viewed
as the first step in a broader effort to nationalize other
strategic sectors such as mining. The outcome of Peru's election
on June 4, 2006, brought relief to the mining sector as populist
candidate Ollanta Humala failed to win.  Mr. Humala had planned
to raise taxes and royalties for foreign mining companies and
threatened to nationalize the country's hydrocarbon assets.

The increased nationalization of the gas industry in Bolivia and
Peru has a spillover effect on corporates throughout the region,
such as those in Mexico, that have invited countries such as
Bolivia to compete to supply natural gas.  Mexico is anxiously
waiting for Bolivia's President Morales to outline how his
country's plans for the nationalization of the gas industry will
affect Mexico.  Minimill steel producers in Mexico will be
especially hurt by higher gas pries.

Other negative spillover effects of nationalistic policies
include the deterioration in free trade agreements and job
growth.  Venezuela acted on its threat to exit the five-member
Andean community (Bolivia, Chile, Colombia, Ecuador and Peru)
because Peru and Colombia signed free trade agreements with the
United States.  However, Bolivia did not follow suit to
demonstrate its allegiance to the Chavez administration as many
had expected it would.  In addition, Bolivia's trade agreements
with the United States expire in December 2006.  Bolivia
benefits from exports to the United States that generate US$160
million per year from companies that provide 100,000 jobs.
Bolivia will likely not renew the agreement with the United
States, opting for a barter agreement with Venezuela for
soybeans and diesel.  If the trade preferences with the United
States are not extended, Bolivia's soybean and assembly
industries could suffer from a decline in exports and jobs.

Similarly, trade negotiations with the United States were
terminated with Ecuador and an existing agreement may not be
reviewed at year-end after the country took action against
Occidental Petroleum Corp., a U.S. company and the largest
foreign investor in Ecuador.  The company's license was revoked
in May 2006, because it had transferred in 2000 a 40% interest
in oil field rights to EnCana of Canada.  In the Ecuadorian
government's view, this action constituted a breach of contract
such that the company's assets are to be turned over to the
state.  About US$1.0 billion of Occidental's assets have been
expropriated to be returned to Petroecudaor, the state oil
company.  Petroecuador's operations have historically been
relatively inefficient, its production output has been declining
and the company needs the expertise of foreign oil producers to
meet its stated energy goals.

Even without complete nationalization, there has been increased
government interference throughout the region in commercial
practices.  For example, in Argentina, since the onset of the
economic crisis in 2002, the government has imposed high export
taxes on agricultural commodities, such as wheat and soybeans.
Earlier this year, the administration of President Nestor
Kirchner eliminated certain export refunds associated with 200
basic food products.  This action reduced the incentive for
producers to export as an estimated US$100 million per year in
tax credits was effectively eliminated.

Not all countries in Latin America with significant natural
resources have been negatively affected by the full or partial
nationalization of the associated industries.  Chile is the
world's largest producer of copper.  Even though about one-third
of Chile's copper production is under government control, the
country continues to invest in capacity expansion as its output
is expected to increase 6% in 2006 to reach 5.6 million tons.
The moderate social democrats leading the country have been
using the windfall from high copper prices for social and public
spending, but investments in capacity expansion will still be
made, although they will likely be debt financed.  Codelco, the
world's largest copper producer, is 100% owned by the Chilean
government. Although Codelco's copper output is expected to
decline about 6% in 2006 to 1.7 million tons, the company plans
to invest US$1.5 billion annually over the next 15 years to
increase production by nearly 100%. Brazil, Latin America's
largest economy, also benefits from abundant mineral resources.
Although the government grants concessions to mine resources
such as iron ore, bauxite and copper, the mining companies are
not under government control.  The country's president, Luis
Ignacio Lula da Silva, has adopted socialism but with sound
monetary and fiscal policies and economic openness.  Although
Latin America has in the past fought for and embraced democracy
and liberal economic policies, there is a growing trend toward
the type of nationalism fostered by leaders such as Venezuela's
President Chavez and Cuba's Fidel Castro.  Poverty and other
social ills that are pervasive throughout the region perpetuate
the growing acceptance of nationalistic policies.  The promises
made by leaders and presidential candidates of a more equitable
distribution of wealth from a larger share of the profits
generated from the countries' natural resources generally appeal
to the impoverished masses.  Many leaders or candidates have
chosen to exploit this situation despite the costs to both the
region's corporates and citizens, as past promises of prosperity
are often left unfulfilled.  All industry participants - the
region's governments and corporates, as well as foreign
investors and operators -- will have to exercise caution to be
able to enjoy fully the benefits of high commodity prices
without the negative consequences of nationalistic policies that
tend to reap short-term gains at the expense of long-term
sustainable profitability.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total
                                Equity        Assets
Company                 Ticker  (US$MM)       (US$MM)
-------                 ------  ------------  -------
Alpargatas SAIC          ALPA     (262.27)     646.43
Kuala                    ARTE3     (33.57)      11.86
Kuala-Pref               ARTE4     (33.57)      11.86
Blount International     BLT         (123)     465
Bombril                  BOBR3    (554.69)     488.38
Bombril-Pref             BOBR4    (554.69)     488.38
CableVision System       CVC       (2,468)  12,832
Centennial Comm          CYCL      (1,062)   1,436
CIC                      CIC    (1,883.69)  22,312.12
Choice Hotels            CHH         (118)     280
Telefonica Holding       CITI   (1,481.31)     307.89
Telefonica Holding       CITI5  (1,481.31)     307.89
Domino's Pizza           DPZ         (609)     395
Foster Wheeler           FWLT         (38)   2,224
IMPSAT Fiber Networks    IMPTQ     (17.16)     535.01
Paranapanema SA          PMAM3    (214.08)   2,847.86
Paranapanema-PREF        PMAM4    (214.08)   2,847.86
TEKA                     TEKA3    (180.22)     557.47
TEKA-PREF                TEKA4    (180.22)     557.47


                        ***********


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Marjorie C. Sabijon, Sheryl Joy P. Olano, Stella
Mae Hechanova, and Christian Toledo, Editors.

Copyright 2006.  All rights reserved.  ISSN 1529-2746.

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

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

The TCR Latin America subscription rate is US$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 US$25 each.  For
subscription information, contact Christopher Beard at
240/629-3300.


           * * * End of Transmission * * *