TCRLA_Public/060913.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, September 13, 2006, Vol. 7, Issue 182

                          Headlines

A R G E N T I N A

BALLY TECH: Inks Casino Service Pact with Magna Entertainment
BIANS TOURS: Deadline for Verification of Claims Is on Nov. 27
BUSINESS MEDICAL: Claims Verification Deadline Is on Oct. 13
CELERITAS SA: Verification of Proofs of Claim Is Until Oct. 30
HELAMETAL CATAMARCA: Court Approves Reorganization Petition

IRSA: Net Income Down 6.5% to ARS96.6 Mil. at Year Ended June 30
PHILCO ARGENTINA: Court Approves Petition to Reorganize Business
PHILCO USHUAIA: Court Approves Petition to Restructure Debts
TESSILE SA: Last Day for Verification of Claims Is on Oct. 20

B A H A M A S

COMPLETE RETREATS: US Trustee Amends Objection to Fee Procedures
COMPLETE RETREATS: Creditors Panel Supports Compensation Scheme
JETBLUE AIRWAYS: Allows Rebooking of Bermuda Flights for Free
WINN-DIXIE: Court OKs Assumption of 20 Employment-Related Pacts
WINN-DIXIE: Court Okays Rejection of 95 Employment-Related Pacts

B A R B A D O S

ANDREW CORP: Inks Satellite Service Pact with GigaSat Limited

B E R M U D A

FOSTER WHEELER: Has US$435M Asbestos-Related Liability in 2Q06
FOSTER WHEELER: Secures New Sinclair Engineering Contract
GLOBAL CROSSING: Launches VoIP Professional Services with Avaya
INTELSAT: Launches Broadband Services with European Companies
SCOTTISH RE: On Track of Auction Process, Chief Executive Says

SCOTTISH RE: Will Launch Second Round of Bidding for Company

B R A Z I L

AES CORP: Selling 33% Stake in Eletropaulo Metropolitana
DURA AUTOMOTIVE: Defers Dividend Payment on Preferred Securities
ELETROPAULO METROPOLITANA: AES Selling 33% Stake in Firm
FREESCALE SEMICONDUCTOR: In Buyout Talks with Investment Firms
PETROLEO BRASILEIRO: To Provide Low Sulfur Content Oil to Cyprus

TELE NORTE: Comisao de Valores Probes Short Selling of Stock
VARIG S.A.: Preliminary Injunction Continued Until October 27

* BRAZIL: Comisao de Valores Probes Telemar Stock Trading

C A Y M A N   I S L A N D S

AIMCO CLO: Shareholders Convene for a Final Meeting on Sept. 21
AJIA-RPMH ASIA: Final Shareholders Meeting Is Set for Sept. 21
ALCO 1: Invites Shareholders for a Final Meeting on Sept. 21
AMETHYST PROPERTIES: Sets Final Shareholders Meeting on Sept. 21
AUGUSTA FUNDING: Liquidator Presents Wind Up Account on Sept. 21

ENCANTO RESTAURANTS: Proofs of Claim Filing Is Until Sept. 22
MARTIN ASSET: Shareholders Gather for Final Meeting on Sept. 21
MERCURY CAPITAL: Last Shareholders Meeting Is Set for Sept. 21
NEW SSB: Schedules Final Shareholders Meeting on Sept. 21
S&N CAPITAL: Final Shareholders Meeting Is Set for Sept. 21

SSB HOLDINGS: Schedules Last Shareholders Meeting on Sept. 21
TLIBD LTD: Schedules Last Shareholders Meeting for Sept. 21

C O L O M B I A

BANCO DE BOGOTA: Stock Swap Ratifies Merger with Megabanco
BANCO DEL CAFE: Fogafin to Cut Bidders to Four from Eight
MEGABANCO: Banco de Bogota Board Ratifies Merger
MILLICOM INTERNATIONAL: Ola to Issue 21 Million Shares to Firm

* COLOMBIA: Reports Preliminary Results of Purchase Offer
* COLOMBIA: Fitch Rates US$1 Billion Global Bond at BB

C O S T A   R I C A

BETONSPORTS PLC: District Court Extends Ban on U.S. Operations

* COSTA RICA: Opening Regional Stock Exchange in 2007

E C U A D O R

PETROECUADOR: Ministry Launches Tenders for Firm's Audit
PETROECUADOR: Unit Posts 339,231 Barrels Daily Output in August
PETROECUADOR: Petroproduccion Reports Spills from Two Pipes

E L   S A L V A D O R

* EL SALVADOR: Opening Regional Stock Exchange in 2007

H O N D U R A S

EMPRESA NACIONAL: CenBank Issues US$20M in Bonds to Pay Debts

J A M A I C A

DYOLL INSURANCE: Farmers to Receive Compensation This Week
NATIONAL WATER: Will Supply Water to Cedar Valley by Weekend

M E X I C O

BALLY TOTAL: May Not be Able to Fulfill Terms of Credit Accord
BALLY TOTAL: June 30 Balance Sheet Upside Down by US$1.41 Bil.
FORD MOTOR: Turnaround Plan Could Cost Up to 40,000 Jobs
KRISPY KREME: Expects to Report Lower Second Quarter Revenues
MERIDIAN AUTO: Amended Plan Revises Treatment on Two Classes

MERIDIAN AUTOMOTIVE: Wants Until January 25 to Decide on Leases
MERISANT WORLDWIDE: S&P Lowers Corp. Credit Rating to CCC
VALASSIS COMMS: Faces Countersuit from ADVO on Merger Agreement
VISTEON CORP: S&P Affirms B+ Corporate Credit Rating

* MEXICO: Swaps Foreign Currency Debts for Peso Bonds
* Thacher Profitt's Mexican Office Hires Ricardo Ramirez

P A N A M A

CHIQUITA BRANDS: Banana Growers Continue to Face Losses

* PANAMA: Opening Regional Stock Exchange in 2007

P E R U

CA INC: Amends Credit Facility to Repurchase US$2 Bil. of Stock

P U E R T O   R I C O

BURGER KING: Debt Repayment Cues S&P to Upgrade Rating to BB-
CENTENNIAL COMMS: Forms Strategic Alliance with OneLink
DRESSER INC: Financial Statement Filing Extended Until Dec. 31
MARGO CARIBE: Deloitte & Touche Raises Going Concern Doubt

T R I N I D A D   &   T O B A G O

BRITISH WEST: Closure Triggered by Failed Talks with Workers
BRITISH WEST: Workers Given Until Oct. 31 to Leave Airline

U R U G U A Y

* URUGUAY: Fitch Rates US$400MM Inflation-Indexed Bonds at B+

V E N E Z U E L A

PETROLEOS DE VENEZUELA: Mulls Domestic Issuance of Debt Bonds

* VENEZUELA: Seeks Oil & Political Accords with Angola
* IDB US$20-Million Project to Boost LatAm Infrastructure
* Large Companies with Insolvent Balance Sheets


                          - - - - -   


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


BALLY TECH: Inks Casino Service Pact with Magna Entertainment
-------------------------------------------------------------
Bally Technologies, Inc., has signed a contract with Magna
Entertainment Corp. to provide a complete slot accounting,
casino management and bonusing solution and a wide variety of
gaming devices for MEC's Gulfstream Park racing as Class III
gaming in Florida grows closer to becoming a reality.

Already a world-class thoroughbred horse racing facility,
Gulfstream Park in Hallandale near Miami is scheduled to open
its slot machine entertainment complex in October 2006.  
Gulfstream Park is planning to open with 500 slot machines
-- all to be equipped with the Bally iVIEW touch-screen displays
-- and expand to 1,500 early next year.  The order for Bally
slots includes a wide variety of ALPHA OS(TM) games on the M9000
and S9000 cabinets.

In becoming the first Class III facility in Florida to select
its systems provider, Gulfstream Park will install a combination
Bally CMS/ SMS solution for complete slot accounting, casino
management, player tracking and bonusing technology from the
Bally Power Bonusing suite of products.

"We conducted a very thorough competitive review of all of the
leading systems suppliers and determined that Bally was our
preferred vendor," said Paul Micucci, President of Gulfstream
Park. "We're confident that a combination of games and bonusing
technology from Bally will attract players and provide visitors
to Gulfstream Park an exciting and entertaining gaming
experience."

"We're pleased to secure the first Class III casino management
system in Florida while partnering with Magna to help to create
a new environment for gaming in that state," said Tom Reilly,
Vice President, Eastern Region Systems Sales for Bally.  "I
think a package of advanced Bally systems and gaming technology
provides a compelling combination for any operator in Florida
and beyond."

Headquartered in Las Vegas, Bally Technologies, Inc., --
http://www.BallyTech.com/-- designs, manufactures, operates and    
distributes advanced gaming devices, systems and technology
solutions worldwide.  Bally's product line includes reel-
spinning slot machines, video slots, wide-area progressives and
Class II, lottery and central determination games and platforms.  
Bally also offers an array of casino management, slot
accounting, bonusing, cashless and table management solutions.  
The company also owns and operates Rainbow Casino in Vicksburg,
Miss. Additional.  Bally Technologies' South American operations
is located in Argentina.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Aug. 18, 2006, Standard & Poor's Ratings Services held its
ratings on Bally Technologies Inc., including the 'B' corporate
credit rating, on CreditWatch with negative implications.


BIANS TOURS: Deadline for Verification of Claims Is on Nov. 27
--------------------------------------------------------------
Ana Calzada Percivale, the court-appointed trustee for Bians
Tours S.R.L.'s bankruptcy case, verifies creditors' proofs of
claim until Nov. 27, 2006.

Under the Argentine bankruptcy law, Ms. Percivale 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 Bians Tours and its
creditors.

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

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

Bians Tours was forced into bankruptcy at the request of Analia
Charzuck, whom it owes US$21,310.09.

Clerk No. 38 assists the court in the proceeding.

The debtor can be reached at:

         Bians Tours S.R.L.
         Florida 520
         Buenos Aires, Argentina

The trustee can be reached at:

         Ana Calzada Percivale
         Avenida San Martin 2805
         Buenos Aires, Argentina


BUSINESS MEDICAL: Claims Verification Deadline Is on Oct. 13
------------------------------------------------------------
Analia Fernanda Calvo, the court-appointed trustee for Business
Medical group S.A.'s insolvency case, verifies creditors' proofs
of claim until Oct. 13, 2006.

Ms. Calvo will present the validated claims in court as
individual reports on Nov. 27, 2006.  Court no. 1 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 Business Medical 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 Business Medical's
accounting and banking records will follow on Feb. 12, 2007.

On July 12, 2007, Business Medical's creditors will vote on a
settlement plan that the company will lay on the table.

Clerk No. 2 assists the court in the proceeding.

The debtor can be reached at:

         Business Medical Group S.A.
         Reconquista 672
         Buenos Aires, Argentina

The trustee can be reached at:

         Mirta Ana Calfun de Bendersky
         Humahuaca 4165
         Buenos Aires, Argentina


CELERITAS SA: Verification of Proofs of Claim Is Until Oct. 30
--------------------------------------------------------------
Ernesto Resnizky, the court-appointed trustee for Celeritas
S.A.'s bankruptcy proceeding, verifies proofs of claim until
Oct. 30, 2006.

Mr. Resnizky will present the validated claims in court as
individual reports on Dec. 12, 2006.  Court No. 3 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 Celeritas 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 Celeritas' accounting
and banking records will follow on Feb. 26, 2007.

Celeritas' creditors did not approve the settlement plan that
the company presented on June 2, 2006, prompting the court to
convert the company's insolvency case into a bankruptcy
proceeding.

Clerk No. 6 assists the court in the case.

The debtor can be reached at:

         Celeritas S.A.
         Azcuenaga 1077
         Buenos Aires

The trustee can be reached at:

         Ernesto Resnizky
         Caracas 4330
         Buenos Aires, Argentina


HELAMETAL CATAMARCA: Court Approves Reorganization Petition
-----------------------------------------------------------
A court in San Fernando del Valle de Catamarca approved
Helametal Catamarca S.A.'s petition to restructure its debts.  

Ricardo A. Paolini was appointed as trustee to supervise Philco
Argentina's insolvency case.  As trustee, Mr. Paolini will:

   -- verify creditors' proofs of claim; and

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

After verification, the court will determine if the verified
claims are admissible, taking into account Mr. Paolini's opinion
and the objections and challenges raised by Helametal Catamarca
and its creditors.

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

Under reorganization proceeding, Helametal Catamarca will
present a settlement plan to its creditors in order to avoid a
straight liquidation.

The debtor can be reached at:

         Helametal Catamarca S.A.
         Ruta Nacional 38, km. 1305
         Area Industrial ""El Pantanillo""
         San Fernando del Valle de Catamarca
         Catamarca, Argentina

The trustee can be reached at:

         Ricardo A. Paolini
         Bernabe Correa 552, San Fernando del Valle de Catamarca
         Catamarca, Argentina


IRSA: Net Income Down 6.5% to ARS96.6 Mil. at Year Ended June 30
----------------------------------------------------------------
IRSA Inversiones y Representaciones Sociedad Anonima disclosed
results for fiscal year 2006.

Net income for the fiscal year ended June 30, 2006, decreased
6.5% from net income of ARS103.2 million during the fiscal year
ended June 30, 2005, to net income during the fiscal year ended
June 30, 2006, of ARS96.6 million, or ARS2.54 for GDS, while net
income per diluted GDS was ARS2.28.

Operating income increased 43.5%, from ARS141.1 million in
fiscal year 2005, to ARS202.4 million in 2006, mainly driven by
better revenue performance.

Total sales increased 56.2%, from ARS369.9 million in the fiscal
year ended June 30, 2005, to ARS577.7 million during the fiscal
year ended June 30, 2006.  The increase was attributed to higher
revenues obtained in all our business segments during the
present fiscal year.

Participation of the various segments in net sales were:

   -- sales and development, ARS104.0 million;
   -- offices and other rental properties, ARS30.6 million;
   -- Shopping Centers, ARS338.0 million;
   -- hotels, ARS103.8 million; and
   -- financial operations and others, ARS1.4 million.

EBITDA for the fiscal year ended June 30, 2006 was ARS270.8
million, 44.6% higher than for the same period of the last
fiscal year.

                         Highlights

   -- Net income for fiscal year 2006 was ARS96.6 million.
      Operating income increased 43.5%, from ARS141.1 million in
      fiscal year 2005 to ARS202.4 million in 2006.  EBITDA was
      ARS270.8 million, 44.6% above that of the previous fiscal
      year.

   -- Occupancy at our Shopping Centers reached 99.1%, while
      lessee sales increased 33.9%.  The operating income of its
      Shopping Centers business unit grew 37.0% in fiscal year
      2006, reaching ARS130.4 million.

   -- Continuing with the regional expansion plan and
      consolidation of its commercial leadership, its
      subsidiary APSA signed a purchase agreement subject to due
      diligence for the acquisition of Cordoba Shopping, the
      Company's tenth shopping center.  Located in the
      neighborhood of Villa Cabrera in the city of Cordoba,
      Cordoba Shopping has a total area of 35,000 m2, with 160
      shops, 12 cinemas and parking space for 1,500 vehicles.

   -- Average occupancy of its class "A" Office Buildings
      continues high reaching 94% at the close of the fiscal
      year.  The revenues of this segment grew 57.3% reaching
      ARS30.6 million on June 30, 2006.

   -- During the fiscal year, hotel activity continued
      consolidating its excellent performance propelled by
      tourism and recovery of the corporate segment.  The
      average occupancy of our hotels reached 78.7% and the
      operating income increased 31.5% to ARS14.6 million in
      2006.  The good performance allowed us to begin plans for
      remodeling two hotels in Buenos Aires and expand the Llao
      Llao Hotel in the Argentinian Patagonia, where it
      continues with the construction of 42 suites.

   -- The company continues to grow its sales and real estate
      development business.

Among main projects can be mentioned the high expectations for
"Torres Renoir" located in the area of Puerto Madero, with 32%
of construction complete.  The construction of "Project
Caballito" has begun, a residential complex with two apartment
towers of 34 stories each, with the objective of pioneering a
new segment within the demand for housing.  The operating income
of this segment increased 112.7%, going from ARS 21.1 million to
ARS 44.9 million in fiscal year 2006.

In the month of August of 2006, the Rating Agency Fitch
Argentina Calificadora de Riesgo S.A., raised the rating of our
debt bonds from BB+(arg) to BBB (arg), overcoming the
"Investment Grade" position at the local level.  Also, Fitch
Argentina Calificadora de Riesgo S.A. raised to the maximum
level the rating of our stocks.  The rating takes into account
the low-level indebtedness in connection with assets held by the
Company and the growing capacity for fund generation and
solidity of our subsidiary Alto Palermo S.A.
                       
               Fiscal Year Financial Highlights
              (In thousands of Argentine Pesos)

                            06-30-06               06-30-05

Total Sales                  557,680                369,889
Operating Income             202,424                141,111
Financial Results, Net       -41,381                -12,217
Net Income                    96,573                103,245
Net Income per GDS              2.54                   3.68
Net Income per GDS Diluted      2.28                   2.31

                            06-30-06               06-30-05
Total Current Assets         481,788                389,735
Total Non Current Assets   2,258,333              2,134,691
Total Assets               2,740,121              2,524,426
Short-Term Debt              129,206                119,380
Total Current Liabilities    419,228                310,977
Long-Term Debt               295,282                417,382
Total Non Current
Liabilities                 385,138                515,381
Total Liabilities            804,366                826,358
Minority Interest            449,989                445,839
Shareholders' Equity       1,485,766              1,252,229

Created in 1943, Inversiones y Representaciones S.A. aka IRSA is
a leading company with activities in the business of offices,
commercial centers and hotels.  It is the only company in the
industry whose shares are listed on the Bolsa de Comercio de
Buenos Aires and The New York Stock Exchange.  Through its
subsidiaries, IRSA manages an expanding top portfolio of
shopping centers and office buildings, primarily in Buenos
Aires.  The company also develops residential subdivisions and
apartments (specializing in high-rises and loft- style
conversions) and owns three luxury hotels. Additionally, IRSA
owns a 11.8% stake in Banco Hipotecario, Argentina's largest
mortgage supplier in the country which shareholder's equity
amounted to ARS2,247.6 million.

                        *    *    *

Moody's assigned these ratings on IRSA on July 30, 2001:

   -- local currency issuer rating: B3; and
   -- foreign currency issuer rating: Caa1


PHILCO ARGENTINA: Court Approves Petition to Reorganize Business
----------------------------------------------------------------
A court in San Fernando del Valle de Catamarca approved Philco
Argentina S.A.'s petition to reorganize its business.  

Ricardo A. Paolini was appointed as trustee who will supervise
Philco Argentina's insolvency case.  As trustee, Mr. Paolini
will:

   -- verify creditors' proofs of claim; and

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

After verification, the court will determine if the verified
claims are admissible, taking into account Mr. Paolini's opinion
and the objections and challenges raised by Philco Argentina and
its creditors.

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

Under reorganization proceeding, Philco Argentina will present a
settlement plan to its creditors in order to avoid a straight
liquidation.

The debtor can be reached at:

         Philco Argentina S.A.
         Canada de Gomez 5567
         Buenos Aires, Argentina

The trustee can be reached at:

         Ricardo A. Paolini
         Bernabe Correa 552, San Fernando del Valle de Catamarca
         Catamarca, Argentina


PHILCO USHUAIA: Court Approves Petition to Restructure Debts
------------------------------------------------------------
A court in San Fernando del Valle de Catamarca approved Philco
Ushuaia S.A.'s petition to restructure its debts.  

Ricardo A. Paolini was appointed as trustee who will supervise
Philco Argentina's insolvency case.  As trustee, Mr. Paolini
will:

   -- verify creditors' proofs of claim; and

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

After verification, the court will determine if the verified
claims are admissible, taking into account Mr. Paolini's opinion
and the objections and challenges raised by Philco Ushuaia and
its creditors.

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

Under reorganization proceeding, Philco Ushuaia will present a
settlement plan to its creditors in order to avoid a straight
liquidation.

The debtor can be reached at:

         Philco Ushuaia S.A.
         Perito Moreno 1825, Ushuaia
         Tierra del Fuego, Argentina

The trustee can be reached at:

         Ricardo A. Paolini
         Bernabe Correa 552, San Fernando del Valle de Catamarca
         Catamarca, Argentina


TESSILE SA: Last Day for Verification of Claims Is on Oct. 20
-------------------------------------------------------------
Oscar Chapiro, the court-appointed trustee for Tessile S.A.'s
bankruptcy proceeding, verifies creditors' proofs of claim until
Oct. 12, 2006.

Under the Argentine Bankruptcy Law, Mr. Chapiro is required to
present the validated claims in court as individual reports.  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 Tessile and its creditors.

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

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

The trustee can be reached at:

         Oscar Chapiro
         Scalabrini Ortiz 151
         Buenos Aires, Argentina




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


COMPLETE RETREATS: US Trustee Amends Objection to Fee Procedures
----------------------------------------------------------------
Diana G. Adams, the Acting U.S. Trustee for Region 2, amended
her objection to Complete Retreats LLC and its debtor-
affiliates' request asking the U.S. Bankruptcy Court for the
District of Connecticut to establish uniform procedures for
compensating and reimbursing Court-approved professionals on an
interim basis.

Only very few Court-approved Professionals have been employed in
the Debtors' Chapter 11 cases, the U.S. Trustee notes.  At this
stage, the retainers received by the Professionals, as well as
the administrative priority granted them by the Bankruptcy Code,
sufficiently insulate them from the risk of non-payment.

However, the U.S. Trustee anticipates that in the next few
months, the expenses the Debtors expect to incur in their
Chapter 11 cases will greatly exceed the income they generate.

The U.S. Trustee thus asks the Court to deny the Debtors'
request until:

   (a) the Debtors have filed their Schedules of Assets and
       Liabilities, Statements of Financial Affairs, and
       monthly operating reports;

   (b) parties-in-interest have had an opportunity to examine
       the Debtors with respect to the filings; and

   (c) the Debtors have, at a minimum, made a showing that their
       Chapter 11 cases are not expected to end in an
       administrative insolvency where the payment of
       Professionals in accordance with the Motion prejudices
       the payment of other administrative claims.

The U.S. Trustee maintains that to the extent the Court approves
the Debtors' request, each Professional should forfeit its
ability to receive monthly payments from the Debtors unless they
file a formal fee application with the Court within 30 days of
the end of each 120-day cycle.

The U.S. Trustee also reiterates its request for the Court to
schedule a hearing on the Motion so that the issues she has
presented may be considered.

As reported in the Troubled Company Reporter on Aug 24, 2006,
the U.S. Trustee opposed the Debtors' request contending that
the compensation of professionals should wait until the filing
of the Debtors' Schedules and Statements.  Without those
Schedules and Statements, the U.S. Trustee explained, it is not
possible to fully and accurately evaluate the Debtors' ability
to fund professional fees without risk to the bankruptcy
estates.

The Debtors' proposed procedure for interim compensation, as
published in the Troubled Company Reporter on Aug. 17, 2006,
states that:

   (a) By the 20th day of each month, after the month for which
       compensation is sought, each Professional will serve a
       monthly statement to:

       * the Debtors,
       * the counsel for the Debtors,
       * the counsel for the Debtors' postpetition DIP lenders,
       * the counsel for the Creditors Committee; and
       * the Office of the United States Trustee.

       The first Monthly Statement will be due on
       Sept. 20, 2006, for the period covering the Debtors'
       bankruptcy filing through and including Aug. 31, 2006;

   (b) Any party that objects to a Monthly Statement is required
       to serve on the Affected Professional and the Notice
       Parties, within 20 days after the service of the Monthly
       Statement, a written statement that:

         -- describes the precise nature and basis of the
            Objection; and

         -- specifies the amount of objectionable fees or
            expenses at issue;

   (c) If an Objection is served, the Objecting Party and the
       Affected Professional are required to make a good-faith
       attempt to resolve the Objection on a consensual basis.
       All Objections that are not resolved by the parties will
       be preserved and presented to the Court at the next
       interim or final fee application hearing;

   (d) If no Objection to a Monthly Statement has been served
       prior to the relevant Objection Deadline, the Affected
       Professional will serve on the Debtors and their counsel
       a certification that there has been no Objection to its
       Monthly Statement, and the Debtors are authorized to pay
       80% of the sought fees and 100% of the sought expenses.

       If an Objection is timely served, the Affected
       Professional will serve on the Debtors and their counsel
       A certification indicating that there has been an
       objection and stating the total fees and expenses in the
       Monthly Statement not subject to the Objection.  The
       Debtors are then authorized to pay the Affected
       Professional an amount equal to 80% of the fees and 100%
       of the expenses not subject to the Objection;

   (e) From July 23, 2006 through Oct. 31, 2006, and at four-
       month intervals afterwards, each Professional will file
       with the Court, within 30 days of the end of the Interim
       Fee Period, an interim fee application for interim Court
       approval and allowance of 100% of the compensation and
       expense reimbursement sought in the Monthly Statements
       served during the Interim Fee Period;

   (f) If an Objection to all or part of the Interim Fee
       Application is timely and properly filed within 30 days
       from the filing of the Interim Fee Application, the
       Objection will be considered at the Interim Fee Hearing;

   (g) If no Objection to the Interim Fee Application is timely
       and properly filed by the applicable Fee Objection
       Deadline, the Professional will file with the Court and
       serve on the Debtors and their counsel a certification
       that there have been no Objections to its Interim Fee
       Application;

   (h) The Court will convene an Interim Fee Hearing on pending
       Interim Fee Applications, once every four months.  The
       Debtors will provide notice of all Interim Fee Hearings
       to the Notice Parties; and

   (i) A pending objection to a Monthly Statement or an Interim
       Fee Application will not disqualify a Professional from
       the future payment of compensation or reimbursement of
       expenses that are requested in accordance with the
       Compensation Procedures.

                   About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors
in their restructuring efforts.  Michael J. Reilly, Esq., at
Bingham McCutchen LP, in Hartford, Connecticut, serves as
counsel to the Official Committee of Unsecured Creditors.  No
estimated assets have been listed in the Debtors' schedules,
however, the Debtors disclosed US$308,000,000 in total debts.  
(Complete Retreats Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


COMPLETE RETREATS: Creditors Panel Supports Compensation Scheme
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Complete
Retreats LLC and its debtor-affiliates' Chapter 11 cases
supports the Debtors' request asking the U.S. Bankruptcy Court
for the District of Connecticut to establish uniform procedures
for compensating and reimbursing Court-approved professionals on
an interim basis.

The Committee says the Compensation Procedures also apply to its
members seeking reimbursement of expenses pursuant to Section
503(b)(3)(F) of the Bankruptcy Code.

Section 503(b)(F) provides that a member of a committee
appointed under Section 1102 of the Bankruptcy Code will be
allowed an administrative expense if the expense is incurred in
the performance of the duties of that committee.

The Creditors Committee asks the Court to permit its counsel to
collect statements of expenses incurred by the Committee members
in the performance of their duties, and submit the statements
for reimbursement in accordance with the Monthly Compensation
Procedures so that the Committee Member Expenses are reimbursed
on a monthly basis.

Jonathan B. Alter, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, notes that Robert Glanville has asked the Court to
require Professionals to "file their Monthly Statements with the
Court and serve them in accordance with the procedures governing
other pleadings."  Mr. Glanville's request could require
additional service by United States Mail on those parties who do
not receive electronic notices, Mr. Alter points out.

In the interest of cost-efficiency, the Committee asks the
Court:

   (a) not to require the Professionals to serve the Monthly
       Statements in accordance with the procedures governing
       other pleadings; and

   (b) to limit service of the Monthly Statements to the Notice
       Parties, namely, the Debtors, counsel for the Debtors,
       counsel for the Committee and the Office of the U.S.
       Trustee.

The Committee believes that it is not necessary to wait for the
Debtors to file their Schedules and Statements before the Court
enters an order on the Debtors' request.  The deadline for the
Debtors to file their Schedules and Statements is on
Sept. 21, 2006, and the Committee can discern no meaningful
purpose to delay the entry of the order, Mr. Alter notes.

As for waiting until retention orders are entered prior to
entering the Compensation Procedures Order, Mr. Alter argues
that the mere entry of the proposed Order at this point in the
cases does not obligate the Debtors to pay professionals that do
not become duly retained in their bankruptcy cases.

Mr. Alter asserts that establishing the Monthly Compensation
Procedures will:

   -- enable the Debtors to monitor the costs of administration
      of their estates;

   -- enable the Debtors to forecast level cash flows;

   -- enable the Debtors to implement efficient cash management
      procedures; and

   -- allow the Court and parties-in-interest, including the
      U.S. Trustee, to ensure the reasonableness and necessity
      of the compensation sought in the Debtors' Chapter 11
      cases.

The Committee does not object to the U.S. Trustee's request
requiring Professionals to file an interim fee application
within 30 days of the end of each 120-day cycle or forfeit the
opportunity to receive further monthly payments of compensation
or reimbursement of expenses until the Professional's fee
applications are made and brought fully up-to-date.

The Debtors' proposed procedures for interim compensation, as
published in the Troubled Company Reporter on Aug. 17, 2006,
states that:

   (a) By the 20th day of each month, after the month for which
       compensation is sought, each Professional will serve a
       monthly statement to:

       * the Debtors,
       * the counsel for the Debtors,
       * the counsel for the Debtors' postpetition DIP lenders,
       * the counsel for the Creditors Committee; and
       * the Office of the United States Trustee.

       The first Monthly Statement will be due on
       Sept. 20, 2006, for the period covering the Debtors'
       bankruptcy filing through and including Aug. 31, 2006;

   (b) Any party that objects to a Monthly Statement is required
       to serve on the Affected Professional and the Notice
       Parties, within 20 days after the service of the Monthly
       Statement, a written statement that:

         -- describes the precise nature and basis of the
            Objection; and

         -- specifies the amount of objectionable fees or
            expenses at issue;

   (c) If an Objection is served, the Objecting Party and the
       Affected Professional are required to make a good-faith
       attempt to resolve the Objection on a consensual basis.
       All Objections that are not resolved by the parties will
       be preserved and presented to the Court at the next
       interim or final fee application hearing;

   (d) If no Objection to a Monthly Statement has been served
       prior to the relevant Objection Deadline, the Affected
       Professional will serve on the Debtors and their counsel
       a certification that there has been no Objection to its
       Monthly Statement, and the Debtors are authorized to pay
       80% of the sought fees and 100% of the sought expenses.

       If an Objection is timely served, the Affected
       Professional will serve on the Debtors and their counsel
       a certification indicating that there has been an
       Objection and stating the total fees and expenses in the
       Monthly Statement not subject to the Objection.  The
       Debtors are then authorized to pay the Affected
       Professional an amount equal to 80% of the fees and 100%
       of the expenses not subject to the Objection;

   (e) From Jul. 23, 2006, through Oct. 31, 2006, and at four-
       month intervals afterwards, each Professional will file
       with the Court, within 30 days of the end of the Interim
       Fee Period, an interim fee application for interim Court
       approval and allowance of 100% of the compensation and
       expense reimbursement sought in the Monthly Statements
       served during the Interim Fee Period;

   (f) If an Objection to all or part of the Interim Fee
       Application is timely and properly filed within 30 days
       from the filing of the Interim Fee Application, the
       Objection will be considered at the Interim Fee Hearing;

   (g) If no Objection to the Interim Fee Application is timely
       and properly filed by the applicable Fee Objection
       Deadline, the Professional will file with the Court and
       serve on the Debtors and their counsel a certification
       that there have been no Objections to its Interim Fee
       Application;

   (h) The Court will convene an Interim Fee Hearing on pending
       Interim Fee Applications, once every four months.  The
       Debtors will provide notice of all Interim Fee Hearings
       to the Notice Parties; and

   (i) A pending objection to a Monthly Statement or an Interim
       Fee Application will not disqualify a Professional from
       the future payment of compensation or reimbursement of
       expenses that are requested in accordance with the
       Compensation Procedures.

                  About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors
in their restructuring efforts.  Michael J. Reilly, Esq., at
Bingham McCutchen LP, in Hartford, Connecticut, serves as
counsel to the Official Committee of Unsecured Creditors.  No
estimated assets have been listed in the Debtors' schedules,
however, the Debtors disclosed US$308,000,000 in total debts.  
(Complete Retreats Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


JETBLUE AIRWAYS: Allows Rebooking of Bermuda Flights for Free
-------------------------------------------------------------
JetBlue Airways Corp. is allowing clients traveling to or from
Bermuda to rebook their flights for free, Cheap Flights reports.

Cheap Flights relates that the move was due to Hurricane
Florence, which is deemed to disrupt routes in and out of
Bermuda.

JetBlue runs one service in each direction from Hamilton Airport
in Bermuda to its main hub at New York JFK or vice-versa daily.

JetBlue is waiving rebooking charges and the price difference
between fares for new flights reserved before Sept. 13, Cheap
Flights states.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
July 28, 2006, Standard & Poor's Ratings Services lowered its
ratings on JetBlue Airways Corp., including lowering the long-
term corporate credit rating to 'B' from 'B+' and the unsecured
debt rating to 'CCC+' from 'B-', due to the company's weakened
financial profile.  All ratings are removed from CreditWatch,
where they were placed with negative implications on April 25,
2006.  The outlook is stable.


WINN-DIXIE: Court OKs Assumption of 20 Employment-Related Pacts
---------------------------------------------------------------
Judge Funk of the U.S. Bankruptcy Court for the Middle District
of Florida allows Winn-Dixie Stores, Inc., and its debtor-
affiliates to assume 20 employment-related contracts effective
as of the effective date of the Debtors' proposed joint plan of
reorganization.

As reported in the Troubled Company Reporter on Aug. 14, 2006,
the employees whose contracts are to be assumed are:

    Kwentoh, Emeka I.
    Barton, Joel
    Baxley, William R.
    Cavin, Margaret M.
    Chisholm, Paul M.
    Doss, Gary W.
    Gore, Curtis M.
    Gue, George T. Jr.
    Matta, Mark
    Mitchell, Mary
    Moore, Dwight A. Jr.
    Opasinski, John
    Seeley, Jim
    Sheehan, John
    Strother, Justin D.
    Thatcher, James H.
    Timbrook, Stanley R. Jr.
    Tulko, Robert
    Wong, Roy
    Zahra, E. Ellis Jr.

The Debtors withdrew their employment contract with Dennis
Hanley from the list of contracts they wanted to assume.  The
Hanley Contract will remain pending.

The Debtors reserve the right to include the Hanley Contract in
a request to assume or reject to be filed at a later date.

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 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  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. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WINN-DIXIE: Court Okays Rejection of 95 Employment-Related Pacts
----------------------------------------------------------------
Judge Funk of the U.S. Bankruptcy Court for the Middle District
of Florida authorizes Winn-Dixie Stores, Inc., and its debtor-
affiliates' rejection of 95 employment-related contracts.  
Claims for any rejection damages resulting from the rejection of
the contracts must be filed by Sept. 23, 2006.

As reported in the Troubled Company Reporter on Aug. 14, 2006,
the offer letters, retention agreements, and other contracts of
former employees are not necessary to the Debtors' ongoing
businesses, D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, related.

A list of the 48 Former Employee Contracts and 50 Current
Employee Contracts for rejection is available free of charge at
http://ResearchArchives.com/t/s?f86

The Debtors withdraw, without prejudice, their request to reject
the contracts of Robin Everhart and Dennis Hanley.  The Debtors
reserve their right to include the Everhart and Hanley contracts
in a subsequent request to reject.

The Debtors continue their Motion with respect to their contract
with J. Adrian Barrow.

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 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  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. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).




===============
B A R B A D O S
===============


ANDREW CORP: Inks Satellite Service Pact with GigaSat Limited
-------------------------------------------------------------
Andrew Corp. signed a multiyear agreement that makes it the
exclusive OEM provider of and GigaSat Limited's flyaway antenna
family in North America.

The agreement expands Andrew's high performance offerings for
the growing military satellite communications market.  The
GigaSat flyaway antennas, in 1 meter, 1.2 meter, 1.8 meter, and
2.4 meter sizes, feature lightweight carbon fiber construction
for dependable performance in the toughest of conditions for
applications such as data restoration, military situations, and
sporting events.  The antennas also are easy to deploy and
transport, and come with transit cases that enable baggage
check-in on commercial airlines.

"The innovative GigaSat flyaway antenna product line is a strong
addition to the product offerings we can make available to large
commercial and government customers through our experienced
sales teams," said Jude Panetta, group president, Satellite
Communications, Andrew Corporation.

"We are delighted to team with Andrew on bringing our leading
antennas to a broader range of customers and we look forward to
a great future together," said Chris Lay, managing director,
GigaSat Limited.

Andrew's Satellite Communications Group provides a complete line
of antennas from 46 centimeters to 11.5 meters for all
enterprise, government/military, and consumer satellite
communication applications. Andrew-designed and -built products
-- which cover C, Ku, K, X, and the emerging Ka band -- include
type approved earth station antenna hubs and gateways for
broadband and broadcast, VSAT broadband antennas for consumer
and enterprise customers, DBS antennas for home satellite
broadcast systems, and complete installation and testing
services.

                        About Andrew

Headquartered 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 original equipment
manufacturers from facilities in 35 countries including, among
others, these Latin American countries: Argentina, Bahamas,
Belize, Barbados and Bermuda.  Andrew is an S&P 500 company
Founded in 1937.

                        *    *    *

As reported in yesterday's Troubled Company Reporter, Standard &
Poor's Ratings Services revised its CreditWatch implications on
Andrew Corp. to negative from developing.  The 'BB' corporate
credit rating and other ratings on the company were placed on
CreditWatch developing on Aug. 7, 2006.




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


FOSTER WHEELER: Has US$435M Asbestos-Related Liability in 2Q06
--------------------------------------------------------------
Foster Wheeler Ltd.'s total non-current asbestos-related
liability was US$435,023,000 as of June 30, 2006, compared with
US$466,163,000 as of Dec. 31, 2005.

As of March 31, 2006, Foster Wheeler's total non-current
asbestos-related liability was US$447,953,000.

Foster Wheeler's total non-current asbestos-related insurance
recovery receivable was US$382,227,000 as of June 30, 2006,
compared with US$321,008,000 as of Dec. 31, 2005.

For the three and six months ended June 30, 2006, Foster Wheeler
recorded a US$79,590,000 net gain on asbestos settlement.

Several of the Company's U.S. and U.K. subsidiaries face
asbestos-related lawsuits and out-of-court informal claims
pending in the United States and United Kingdom.

Plaintiffs claim damages for personal injury alleged to have
arisen from exposure to or use of asbestos in connection with
work performed by the Company's units during and before the
1970s.

                    About Foster Wheeler

Headquartered in Hamilton, Bermuda, Foster Wheeler Ltd. --
http://www.fwc.com/-- offers a broad range of engineering,  
procurement, construction, manufacturing, project development
and management, research and plant operation services.  Foster
Wheeler serves the refining, upstream oil and gas, LNG and gas-
to-liquids, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries.

                        *    *    *

As reported in the Troubled Company Reporter on Aug 7, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and '1' recovery rating on Foster Wheeler Ltd.'s proposed
five-year, US$350 million senior secured credit facilities due
2011, reflecting a high expectation of full recovery of
principal (100%) in the event of a payment default.

As reported in the Troubled Company Reporter on May 30, 2006,
Moody's Investors Service upgraded Foster Wheeler's corporate
family rating to B1 from B3 and assigned a Ba3 rating to the
Company's US$250 million senior secured bank revolving credit
facility.  The rating outlook is changed to Positive.


FOSTER WHEELER: Secures New Sinclair Engineering Contract
---------------------------------------------------------
Foster Wheeler Ltd. disclosed that its subsidiary, Foster
Wheeler USA Corp., part of its Global Engineering and
Construction Group, has been awarded a reimbursable engineering,
procurement and construction contract by Sinclair Oil Corp. for
a 30,000 barrel per stream day delayed coker, gas plant and coke
handling facilities at its refinery at Tulsa, Oklahoma, United
States.

The new coker, which will use Foster Wheeler's Selective Yield
Delayed Coking process, will allow the refinery to process
heavier crudes while maximizing the production of higher value
products.

Terms of the award were not disclosed.  The project was included
in the company's second-quarter 2006 bookings.

"Foster Wheeler is delighted to be awarded this strategic
project by Sinclair Oil," said Troy Roder, president and chief
executive officer of Foster Wheeler USA Corporation.  "This
award increases our strong, diversified client base and reflects
the quality and depth of our personnel and of our project
execution expertise."

"Sinclair considers Foster Wheeler a leader in delayed coking
technology and its execution approach fits with our plan to have
the unit operational by 2009," added Paul Moote, Sinclair's vice
president, Refinery Construction.

                    About Foster Wheeler

Headquartered in Hamilton, Bermuda, Foster Wheeler Ltd. --
http://www.fwc.com/-- offers a broad range of engineering,  
procurement, construction, manufacturing, project development
and management, research and plant operation services.  Foster
Wheeler serves the refining, upstream oil and gas, LNG and gas-
to-liquids, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries.

                        *    *    *

As reported in the Troubled Company Reporter on Aug 7, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and '1' recovery rating on Foster Wheeler Ltd.'s proposed
five-year, US$350 million senior secured credit facilities due
2011, reflecting a high expectation of full recovery of
principal (100%) in the event of a payment default.

As reported in the Troubled Company Reporter on May 30, 2006,
Moody's Investors Service upgraded Foster Wheeler's corporate
family rating to B1 from B3 and assigned a Ba3 rating to the
Company's US$250 million senior secured bank revolving credit
facility.  The rating outlook is changed to Positive.


GLOBAL CROSSING: Launches VoIP Professional Services with Avaya
---------------------------------------------------------------
Global Crossing Ltd. is introducing VoIP Professional Services,
which will leverage an enhanced agreement with Avaya Inc.

VoIP Professional Services includes technical services,
transition management and managed solutions.  Common elements in
many solutions may include network readiness assessment and
design, network integration and implementation, and managed VoIP
PBX services.  The offer includes an initial four-hour
consultation to qualified prospects, which is risk-free, with no
charge or further obligation for customers.  Global Crossing's
agreement with Avaya also would allow Global Crossing to resell
Avaya's IP telephony applications, systems and services as part
of a complete VoIP-based solution.

"Implementation of VoIP and converged IP applications can be a
challenge to enterprises, involving rapidly changing technology,
multi-vendor solutions and massive integration efforts," said
Anthony Christie, Global Crossing's chief marketing officer.  
"Global Crossing and Avaya are an unbeatable combination, and
our joint solutions can help enterprises by assessing their
existing network architecture and performance for VoIP
readiness.  Together we can then design a converged, secure VoIP
architecture; implement the desired VoIP solution; and, if the
customer wants it, manage that solution on an ongoing basis."

VoIP and converged IP applications can give enterprises greater
flexibility, added functionality and lower cost of network
ownership. Global Crossing VoIP solutions today include the
deployment and management of Avaya MultiVantage Communications
Applications, which includes Avaya Communication Manager
advanced IP telephony software, contact center, mobility and
unified communications applications. The Avaya portfolio also
includes Avaya media servers, gateways, telephones and
softphones.  In addition, Global Crossing offers an array of
consulting services, including VoIP network readiness assessment
and design, and VoIP network integration and implementation.

"The combination of Avaya MultiVantage Communications
Applications, such as Avaya Communication Manager, with Global
Crossing's network and portfolio of VoIP services offers
customers a single point of contact through which they can
access advanced communications in a fully certified,
interoperable SIP environment," said Pete Leuzzi, vice president
of alliance and partnerships at Avaya.  "The benefit is greater
flexibility, along with protection of existing investments and
lower cost of ownership."

"Global Crossing's suite of VoIP Professional Services meets an
increasing demand in the marketplace for consultative as well as
on-going managed services driven by VoIP technology," commented
Will Stofega, research manager for VoIP services at IDC.  
"Global Crossing and Avaya are a compelling partnership given
their complementary core strengths and established market
leadership in VoIP innovation, offering enterprise customers the
ability to minimize their total cost of ownership while
realizing the enhanced flexibility and robust feature capability
of VoIP-based solutions."

In Oct. 2005, Global Crossing became the first global VoIP
provider to be rated "Avaya Compliant" as a member of the Avaya
DeveloperConnection Program, an initiative to develop, market
and sell innovative third-party products that interoperate with
Avaya technology and extend the value of a company's investment
in its network.  The compliance testing confirmed that Global
Crossing's enterprise VoIP solutions portfolio is fully
interoperable with Avaya's Session Initiation Protocol (SIP)-
based network gear.

                         About AVAYA  

Avaya Inc. designs, builds and manages communications networks
for more than 1 million businesses worldwide, including over 90
percent of the FORTUNE 500.  Focused on businesses large to
small, Avaya is a world leader in secure and reliable Internet
protocol telephony systems and communications software
applications and services.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunication
services over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major
cities around the globe including Hong Kong.  Global Crossing
serves many of the world's largest Corp.s, providing a
full range of managed data and voice products and services.  The
company filed for chapter 11 protection on Jan. 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188).  When the Debtors filed for
protection from their creditors, they listed US$25,511,000,000
in total assets and US$15,467,000,000 in total debts.  Global
Crossing emerged from chapter 11 on Dec. 9, 2003.

At June 30, 2006, Global Crossing Ltd.'s balance sheet showed
US$1.87 billion in total assets and US$1.95 billion in total
liabilities, resulting to a stockholders' deficit of
US$86 million.  The Company reported a US$173 million
stockholders' deficit on Dec. 31, 2005.


INTELSAT: Launches Broadband Services with European Companies
-------------------------------------------------------------
Intelsat, Telespazio and Hughes Network Systems Europe are
cooperating in the launch of a new satellite broadband service
platform to provide high-quality broadband IP connectivity,
primarily serving Italian corporations with locations in Eastern
Europe.  Each location will be equipped with a Hughes very small
aperture terminal or VSAT to access satellite broadband service
with guaranteed levels of service.

Intelsat is providing capacity on the IS-901 satellite located
at 342 degrees E; Telespazio (Finmeccanica/Alcatel Company) is
providing Internet backbone connectivity and managing operations
from its teleport in Fucino, Italy; and Hughes is supplying the
recently launched HN7000S product platform with DVB-S2 including
a NOC (Network Operations Center) and broadband satellite
routers, plus related services.  End-user services will be
marketed through Telespazio's and Hughes Europe's retail service
provider sales channels.

The new service platform will provide integrated networks to
corporate enterprises incorporating fast Internet access, data
and voice links, VoIP, and VPN solutions, giving them all the
advantages of broadband connectivity, even where terrestrial
infrastructure is not available.

"This service offering is a perfect illustration of Intelsat's
strategy to be a reliable wholesale supplier to its customers
and to work in cooperation with them, enabling the deployment of
new, flexible communications services in various parts of the
world," said Intelsat's Stephen Spengler, Senior Vice President
Europe, Africa, Middle East and Asia Pacific Sales. "Telespazio
and Hughes Europe are important customers and trusted
communications providers that we knew would share our commitment
to providing superior connectivity services."

"Hughes Europe is proud to be a contributor to this broadband
service," said Luigi Pagni, Vice President, Hughes Europe.  
"Hughes technology is leading the way for enterprises and
governments around the world to realize the benefits of an ever-
growing suite of value-added broadband solutions, such as
digital signage and other retail media networks, staff
communications solutions, content distribution, access
continuity and managed network services."

"With the launch of this new broadband satellite service
platform, our company intends to further reinforce its position
in the international market, contributing to enhancing
competitiveness in areas with a high potential for growth, but
not always an adequate terrestrial communication
infrastructure," said Telespazio's CEO, Giuseppe Veredice.

                         About Hughes

Hughes Europe is a group of European companies wholly owned by
Hughes Network Systems, LLC (Hughes), and provides broadband
satellite solutions, services and products throughout Europe,
North Africa and the Middle East.  Hughes provides broadband
satellite networks and services to large enterprises,
governments, small businesses and consumers.  

                       About Telespazio

Telespazio, a joint venture between Finmeccanica (67%) and
Alcatel (33%), is a world leader in satellite services from
management of satellites to Earth observation services, and from
satellite navigation to broadband multimedia telecommunications.  
Telespazio plays a leading role in the reference markets
harnessing technological experience acquired over the years and
through its participation in major European space programs such
as: Galileo, Egnos, Gmes and Cosmo-Skymed.

                        About Intelsat

Intelsat, Ltd. - http://www.intelsat.com/-- offers telephony,
corporate network, video and Internet solutions around the globe
via capacity on 25 geosynchronous satellites in prime orbital
locations.  Customers in approximately 200 countries rely on
Intelsat's global satellite, teleport and fiber network for
high-quality connections, global reach and reliability.

On June 12, 2006, Moody's Investor Service affirms Intelsat
(Bermuda) Ltd.'s ratings:

      -- New Guaranteed Sr. Notes: Assigned B2,
      -- New Sr. Notes: Assigned Caa1, and
      -- Sr. Discount Notes, due 2015: Downgraded to Caa1 from
         B3 (these notes will be moved to Intelsat Intermediate
         Holding Company Ltd. Upon closing of the merger).


SCOTTISH RE: On Track of Auction Process, Chief Executive Says
--------------------------------------------------------------
Scottish Re Group Limited's Interim Chief Executive Officer,
Paul Goldean, said that the Company is on track to meet its
objective of completing an auction process for the possible sale
of the Company, and that it is also reviewing its options to
address short-term liquidity pressures.

As part of the auction process, the Company has provided a
number of highly qualified parties with due diligence
information, including a confidential valuation study performed
by a third party actuarial firm indicating, based on a variety
of assumptions, an aggregate value for the Company in excess of
the Company's latest reported GAAP book value. Scottish Re
received proposals from a number of potential bidders on
Sept. 8, 2006.  The proposals will be reviewed by the Company's
Management and Board of Directors in an effort to identify those
that maximize shareholder value.  Selected parties will be
invited to a second round during which additional due diligence
will occur and more specific second round proposals will be
requested.  After second round proposals are received, the
Company may initiate exclusive negotiations with a potential
bidder.  It is possible that this process could result in an
announcement of a transaction as early as mid- to-late October
or early November.

In addition, the Company has received three written proposals
for possible financing and expects to receive several additional
proposals in the near future.  Each of these proposals is
subject to certain terms and conditions that have not as of yet
been negotiated. Scottish Re plans to raise between US$150
million and US$250 million to reduce short-term liquidity
pressures under a combination of reinsurance arrangements and
credit facilities.

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

On Aug. 21, 2006, Standard & Poor's Ratings Services lowered its
counterparty credit rating on Scottish Re Group Ltd. to 'B+'
from 'BB+'.

For the same reason, Moody's Investor Service downgraded
Scottish Re's senior unsecured debt rating to Ba3 from Ba2 due
to liquidity issues.

A.M. Best Co. has downgraded on Aug. 22, 2006, the financial
strength rating to B+ from B++ and the issuer credit ratings to
"bbb-" from "bbb+" 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 "bb+".  AM Best put all ratings under review with
negative implications.


SCOTTISH RE: Will Launch Second Round of Bidding for Company
------------------------------------------------------------
Scottish RE Group Limited told AFX News that selected entities
will be invited to a second round of the bidding process for the
acquisition of the company.

AFX News relates that Scottish RE said that the second round
could be disclosed in October or November.

According to the report, Scottish RE's shares went up US$1.13 or
12% to US$10.44 on Sept. 11 on the New York Stock Exchange when
the company made the announcement, after months of uncertainty
over its future.

Scottish Re told AFX News that it has received three written
proposals for possible funding.  The company said it expects to
receive several additional proposals in the future.  The firm
plans to raise up to US$250 million to decrease short-term
liquidity pressures.

The report says that among companies interested in purchasing
Scottish RE could be Germany's Hannover Re AG.

Hannover Re's chief executive raised expectations that it might
be a bidder when he said he couldn't comment on whether he had
signed a non-disclosure accord with Scottish Re, which he would
have to do if his company were a potential bidder, according to
AFX News.

Executives of Hannover Re had said in the past that the firm
would consider acquiring Scottish Re if the latter would be
sold, AFX News states.

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

On Aug. 21, 2006, Standard & Poor's Ratings Services lowered its
counterparty credit rating on Scottish Re Group Ltd. to 'B+'
from 'BB+'.

For the same reason, Moody's Investor Service downgraded
Scottish Re's senior unsecured debt rating to Ba3 from Ba2 due
to liquidity issues.

A.M. Best Co. has downgraded on Aug. 22, 2006, the financial
strength rating to B+ from B++ and the issuer credit ratings to
"bbb-" from "bbb+" 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 "bb+".  AM Best put all ratings under review with
negative implications.




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


AES CORP: Selling 33% Stake in Eletropaulo Metropolitana
--------------------------------------------------------
AES Corp. plans to sell a 33% stake in its Brazilian unit,
Eletropaulo Metropolitana Electricidade de Sao Paulo SA,
to help reschedule a US$1.2 billion debt owed to the state
development bank, Bloomberg News reports.

According to the same report, the stake in Eletropaulo is valued
at BRL1.29 billion (US$603 million) as of Sept. 1.  

AES Transgas Empreendimentos SA, a unit based in Sao Paulo, will
sell 13.76 billion preferred B shares of Eletropaulo this month,
through a public offering on domestic and international markets,
Bloomberg says, citing a statement filed with Brazil's
securities regulator.

Brazil's state development bank, Banco Nacional de
Desenvolvimento Econ"mico e Social, could have gotten hold of
AES' Brazilian assets two years ago if the power company did not
agree to a debt restructuring.

"AES is trying to improve its cash position in Brazil," Januario
Hosten Jr., an equity analyst at Leme Investimentos in
Florianopolis, Brazil was quoted by Bloomberg as saying.  "It
also shows that the company is seeing better opportunities of
gains in other types of investments than Eletropaulo."

Meanwhile, Eletropaulo's shares are adversely affected by the
proposed sale.

"The sale is having a negative impact on the price of shares
because it shows that Transgas doesn't expect Eletropaulo's
shares to rise too much in the future," Leme Investimentos
analyst told Bloomberg.

After the sale, Transgas' shares will be up to 4.9% in
Eletropaulo. Transgas plans to price the shares on Sept. 21,
Bloomberg says.

                     About Eletropaulo

Eletropaulo distributes power in Brazil's industrial hub of Sao
Paulo city and 23 surrounding towns. Power consumption in Sao
Paulo state grew 3.8% in 2005 from 2004, according to data from
Sao Paulo state government.

                      About AES Corp.

AES Corp. (NYSE:AES) -- http://www.aes.com/-- is a global
power company.  The Company operates in South America, Europe,
Africa, Asia and the Caribbean countries.  Generating 44,000
megawatts of electricity through 124 power facilities, the
Company delivers electricity through 15 distribution companies.

AES's Latin America business group is comprised of generation
plants and electric utilities in Argentina, Brazil, Chile,
Colombia, Dominican Republic, El Salvador, Panama and Venezuela.
Fuels include biomass, diesel, coal, gas and hydro.  The group
also pursues business development activities in the region.  AES
has been in the region since May 1993, when it acquired the CTSN
power plant in Argentina.

                        *    *    *

As reported in the Troubled Company Reporter on May 25, 2006,
Fitch affirmed The AES Corp.'s Issuer Default Rating at 'B+'.
Fitch also affirmed and withdrew the ratings for the
company's junior convertible debt.  Fitch said the Rating
Outlook for all remaining instruments is Stable.

As reported in the Troubled Company Reporter on March 31, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on energy company The AES Corp. to 'BB-' from 'B+'.  S&P
said the outlook is stable.

As reported in the Troubled Company Reporter on Jan. 11, 2006,
Moody's affirmed the ratings of The AES Corp., including
its Ba3 Corporate Family Rating and the B1 rating on its senior
unsecured debt.  Moody's said the rating outlook remains stable.


DURA AUTOMOTIVE: Defers Dividend Payment on Preferred Securities
----------------------------------------------------------------
Dura Automotive Systems, Inc., has elected to defer the dividend
payment on the 7 1/2% Convertible Trust Preferred Securities
issued by the Dura Automotive Capital Trust that would have
otherwise been paid on Sept. 30.  The 7 1/2% Convertible Trust
Preferred Securities are traded on the Nasdaq Global Market
under the symbol "DRRAP".

The terms of the Dura Automotive Capital Trust and the
underlying 7 1/2% Convertible Subordinated Debentures due 2028
issued by the Company to the Capital Trust permit the deferral
of dividends and the underlying interest payments on the
Debentures for up to 20 consecutive quarters.

This is the first such deferral and any decision on any future
deferrals will be reviewed on a quarterly basis.  The deferral
of the dividend is consistent with the Company's ongoing
evaluation of its capital structure.

Headquartered in Rochester Hills, Michigan, DURA Automotive
Systems, Inc. -- http://www.duraauto.com/-- is an independent  
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive and recreation & specialty vehicle industries.  DURA,
which operates in 63 locations, sells its products to every
major North American, Asian and European automotive original
equipment manufacturer and many leading Tier 1 automotive
suppliers.  It currently operates in 63 locations including
joint venture companies and customer service centers in 14
countries including Brazil.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dura Automotive Systems Inc. to 'CCC' from 'B-'.  The
rating outlook is negative.


ELETROPAULO METROPOLITANA: AES Selling 33% Stake in Firm
--------------------------------------------------------
AES Corp. plans to sell a 33% stake in its Brazilian unit,
Eletropaulo Metropolitana Electricidade de Sao Paulo SA, to help
reschedule a US$1.2 billion debt owed to the state development
bank, Bloomberg News reports.

According to the same report, the stake in Eletropaulo is valued
at BRL1.29 billion (US$603 million) as of Sept. 1.  

AES Transgas Empreendimentos SA, a unit based in Sao Paulo, will
sell 13.76 billion preferred B shares of Eletropaulo this month,
through a public offering on domestic and international markets,
Bloomberg says, citing a statement filed with Brazil's
securities regulator.

Brazil's state development bank, Banco Nacional de
Desenvolvimento Econ"mico e Social, could have gotten hold of
AES' Brazilian assets two years ago if the power company did not
agree to a debt restructuring.

"AES is trying to improve its cash position in Brazil," Januario
Hosten Jr., an equity analyst at Leme Investimentos in
Florianopolis, Brazil was quoted by Bloomberg as saying.  "It
also shows that the company is seeing better opportunities of
gains in other types of investments than Eletropaulo."

Meanwhile, Eletropaulo's shares are adversely affected by the
proposed sale.

"The sale is having a negative impact on the price of shares
because it shows that Transgas doesn't expect Eletropaulo's
shares to rise too much in the future," Leme Investimentos
analyst told Bloomberg.

After the sale, Transgas' shares will be up to 4.9% in
Eletropaulo. Transgas plans to price the shares on Sept. 21,
Bloomberg says.

                      About AES Corp.

AES Corp. (NYSE:AES) -- http://www.aes.com/-- is a global
power company.  The Company operates in South America, Europe,
Africa, Asia and the Caribbean countries.  Generating 44,000
megawatts of electricity through 124 power facilities, the
Company delivers electricity through 15 distribution companies.

AES's Latin America business group is comprised of generation
plants and electric utilities in Argentina, Brazil, Chile,
Colombia, Dominican Republic, El Salvador, Panama and Venezuela.
Fuels include biomass, diesel, coal, gas and hydro.  The group
also pursues business development activities in the region.  AES
has been in the region since May 1993, when it acquired the CTSN
power plant in Argentina.

                     About Eletropaulo

Eletropaulo distributes power in Brazil's industrial hub of Sao
Paulo city and 23 surrounding towns. Power consumption in Sao
Paulo state grew 3.8% in 2005 from 2004, according to data from
Sao Paulo state government.

                        *    *    *

Standard & Poor's assigned on June 20, 2006, its B+ rating to
Brazilian electric utility Eletropaulo Metropolitana
Eletricidade de Sao Paulo S.A.'s US$200 million senior unsecured
and unsubordinated euro bonds.  The outlook is stable.

Fitch Ratings has affirmed on May 15, 2006, the international
local and foreign currency ratings of Eletropaulo Metropolitana
Eletricidade de Sao Paulo S.A. and the rating of its USD200
million international bond issuance at 'B+'.  The long-term
national scale rating and the rating of the eighth and ninth
debenture issuances were also affirmed at 'BBB(bra)'.  All
ratings maintain a Stable Outlook.


FREESCALE SEMICONDUCTOR: In Buyout Talks with Investment Firms
--------------------------------------------------------------
Freescale Semiconductor, Inc., is in discussions with parties
relating to a possible business transaction.

According to the Associated Press, a group of investment
companies, including Texas Pacific Group Ventures Inc. and The
Blackstone Group, is planning to buy the chipmaker.

There can be no assurances that any transaction will result from
these discussions.

To protect the interests of its stockholders, employees and
customers, Freescale said that it will not comment further on
these discussions unless and until it is appropriate to do so.

Based in Austin, Texas, Freescale Semiconductor, Inc. (NYSE:FSL)
(NYSE:FSL.B) -- http://www.freescale.com/-- designs and  
manufactures embedded semiconductors for the automotive,
consumer, industrial, networking and wireless markets.  
Freescale became a publicly traded company in July 2004.  The
company has design, research and development, manufacturing or
sales operations in more than 30 countries.  In Latin America,
Freescale has operations in Argentina, Brazil and Mexico.

Freescale Semiconductor's 7-1/8% Senior Notes due 2014 carry
Moody's Investors Service's Ba1 rating.


PETROLEO BRASILEIRO: To Provide Low Sulfur Content Oil to Cyprus
----------------------------------------------------------------
Petroleo Brasileiro S.A. aka Petrobras was the winner of an
international public bid to provide 3.4 million barrels of low
sulfur content fuel oil to Electricity Authority of Cyprus or
EAC, the agency in charge of supplying electric energy in
Cyprus.

The contract, valued at US$200 million, will be for a 14-month
term, beginning in December 2006.

In addition to providing an excellent margin to Petrobras, the
agreement consolidates the company's position in Europe and
contributes to making fuel oil sales to Italy, France, Israel,
and other Mediterranean countries viable.  With increasingly
strict environmental restrictions in Europe, it is estimated
that the demand for this type of byproduct will grow by between
12 and 15 million tons a year in that market.

With this new agreement, Petrobras takes yet another important
step aiming at reaching its strategic goal of increasing the
sales of byproducts and other energy resources in the
international oil market.

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 Brazil.

                        *    *    *

Petroleo Brasileiro SA's long-term corporate family rating is
rated Ba3 by Moody's.

                        *    *    *

Fitch Ratings assigned these ratings on Petroleo Brasileiro's
senior unsecured notes:

  Maturity Date           Amount        Rate       Ratings
  -------------           ------        ----       -------
  April  1, 2008      US$400,000,000    9%          BB+
  July   2, 2013      US$750,000,000    9.125%      BB+
  Sept. 15, 2014      US$650,000,000    7.75%       BB+
  Dec.  10, 2018      US$750,000,000    8.375%      BB+

Fitch upgraded the foreign currency rating of Petrobras to BB+
from BB, with positive outlook, in conjunction with Fitch's
upgrade of the long-term foreign and local currency IDRs of the
Federative Republic of Brazil to BB, from BB- on June 29, 2006.


TELE NORTE: Comisao de Valores Probes Short Selling of Stock
------------------------------------------------------------
Comisao de Valeros Mobiliarios, the securities regulator of
Brazil, is investigating the short selling of Tele Norte Leste
Participacoes SA's stock on Aug. 17 and 18.

The regulator wants to find out whether some investors have used
privileged information to trade shares and options ahead of a
ruling that jeopardized the company's owners' plan to combine
units.

"CVM detected a problem and now they are trying to solve it;
they are being transparent," Andre Rocha, an equity analyst at
Uniao de Bancos Brasileiros SA, said in a phone interview with
Bloomberg.  "The probe won't have any impact on the shares
because CVM is not going back on its ruling because of that."

Investors short-selling their stock made profits because Tele
Norte's shares dropped 19% on Aug. 21, the first day the rule
was published.

CVM's ruling said that Tele Norte's shareholders, except owners
of preferred stock, are prohibited from voting on proposals to
reorganize companies because of conflicts of interest.  Pedro
Marcilio, a director at the regulator, said on Aug. 21 the
ruling will reduce the power of Telemar's controlling
shareholders in the proposed combination, Bloomberg relates.

The tip-off, Bloomberg says, could have been committed
unknowingly by a CVM director -- Sergio Weguelin -- when he
answered an e-mailed query from a foreign investor on Aug. 17.

Bloomberg was not given an answer by Mr. Weguelin, who is
granted a leave of absence while the investigation is on-going.

The securities regulator president, Marcelo Trindade, said in a
statement that Mr. Weguelin's e-mail to the investor didn't
provide any indication that CVM would issue a ruling against or
favoring Tele Norte, Bloomberg relates.

Telemar provides telecommunication services in South America.
It offers local, intra-regional long distance, and data
transmission services in 16 Brazilian states, which covers
approximately 64% of the country.  Mobile services are provided
through its wireless unit Oi, and it has acquired data
transmission services provider Pegasus.

                        *    *    *

As reported on Aug. 21, 2006, Fitch Ratings upgraded Tele Norte
Leste Participacoes S.A.'s foreign currency issuer default
rating to 'BB+' from 'BB'.


VARIG S.A.: Preliminary Injunction Continued Until October 27
-------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for
the Southern District of New York continues the preliminary
injunction imposed in VARIG S.A. and its debtor-affiliates'
Section 304 cases through and including Oct. 27, 2006.

The Court will hold a hearing on Oct. 26, 2006, at 10:00 a.m.,
to consider whether to extend the Preliminary Injunction or, if
appropriate, convert it into a Permanent Injunction.

About 14 parties-in-interest had objected to the extension of
the Preliminary Injunction or entry of a Permanent Injunction:

   * Sojitz Corporation of Japan;
   * Willis Lease Finance Corporation;
   * Mitsui & Co. Ltd.;
   * U.S. Bank National Association;
   * Wells Fargo Bank Northwest, N.A., as Trustee;
   * Wells Fargo Bank National Association, as Trustee;
   * International Lease Finance Corporation;
   * Aircraft SPC-6, Inc.;
   * The Boeing Company;
   * Ansett Worldwide Aviation U.S.A., et al.;
   * GATX Capital;
   * The Port Authority of New York and New Jersey;
   * Los Angeles World Airports; and
   * The United States of America by the U.S. Attorney for the
     Southern District of New York

The Objectors consented to the continuation of the existing
Preliminary Injunction, provided their Objections will be deemed
carried over to the October 26 hearing.

Any other objections must be filed with the Court by
Oct. 23, 2006.

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.

Varig, 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.


* BRAZIL: Comisao de Valores Probes Telemar Stock Trading
---------------------------------------------------------
Comisao de Valeros Mobiliarios, the securities regulator of
Brazil, is investigating what appeared to be the short selling
of Tele Norte Leste Participacoes SA's stock on Aug. 17 and 18.

The regulator wants to find out whether some investors have used
privileged information to trade shares and options ahead of a
ruling that jeopardized the company's owners' plan to combine
units.

"CVM detected a problem and now they are trying to solve it;
they are being transparent," Andre Rocha, an equity analyst at
Uniao de Bancos Brasileiros SA, said in a phone interview with
Bloomberg.  "The probe won't have any impact on the shares
because CVM is not going back on its ruling because of that."

Investors short-selling their stock made profits because Tele
Norte's shares dropped 19% on Aug. 21, the first day the rule
was published.

CVM's ruling said that Tele Norte's shareholders, except owners
of preferred stock, are prohibited from voting on proposals to
reorganize companies because of conflicts of interest.  Pedro
Marcilio, a director at the regulator, said on Aug. 21 the
ruling will reduce the power of Telemar's controlling
shareholders in the proposed combination, Bloomberg relates.

The tip-off, Bloomberg says, could have been committed
unknowingly by a CVM director -- Sergio Weguelin -- when he
answered an e-mailed query from a foreign investor on Aug. 17.

Bloomberg was not given an answer by Mr. Weguelin, who is
granted a leave of absence while the investigation is on-going.

The securities regulator president, Marcelo Trindade, said in a
statement that Mr. Weguelin's e-mail to the investor didn't
provide any indication that CVM would issue a ruling against or
favoring Tele Norte, Bloomberg relates.

                        *    *    *

As reported on Sept. 4, 2006, Brazil's foreign currency country
ceiling was upgraded to Ba1 from Ba2 while the government's
foreign- and local-currency bond ratings were changed to Ba2
from Ba3.




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


AIMCO CLO: Shareholders Convene for a Final Meeting on Sept. 21
---------------------------------------------------------------
Aimco CLO, Series 2001-A's shareholders will convene for a final
meeting on Sept. 21, 2006, at:

         Maples Finance Limited
         Queensgate House, George Town
         Grand Cayman, Cayman Islands

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

The liquidator can be reached at:

         Mike Hughes
         Maples Finance Limited
         P.O. Box 1093, George Town
         Grand Cayman, Cayman Islands


AJIA-RPMH ASIA: Final Shareholders Meeting Is Set for Sept. 21
--------------------------------------------------------------
Ajia-RPMH Asia Master Fund Limited's final shareholders meeting
will be at 10:00 a.m. on Sept. 21, 2006, at:

         PricewaterhouseCoopers
         Strathvale House, George Town
         Grand Cayman, Cayman Islands

These agendas 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
         Attention: Richard Mottershead
         P.O. Box 258, George Town
         Grand Cayman, Cayman Islands
         Tel: (345) 914 8656
         Fax: (345) 949 4590


ALCO 1: Invites Shareholders for a Final Meeting on Sept. 21
------------------------------------------------------------
Alco 1 Limited's shareholders will convene for a final meeting
on Sept. 21, 2006, at:

         Maples Finance Jersey Limited
         2nd Floor, Le Masurier House
         La Rue Le Masurier, St. Helier
         Jersey JE2 4YE

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

The liquidators can be reached at:

         Liam Jones
         Mark Wanless
         c/o Maples Finance Jersey Limited
         2nd Floor, Le Masurier House
         La Rue Le Masurier, St. Helier
         Jersey JE2 4YE


AMETHYST PROPERTIES: Sets Final Shareholders Meeting on Sept. 21
----------------------------------------------------------------
Amethyst Properties Corp.'s shareholders will convene for a
final meeting on Sept. 21, 2006, at:

         Maples Finance Jersey Limited
         2nd Floor, Le Masurier House
         La Rue Le Masurier, St. Helier
         Jersey JE2 4YE

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

The liquidators can be reached at:

         Liam Jones
         Mark Wanless
         c/o Maples Finance Jersey Limited
         2nd Floor, Le Masurier House
         La Rue Le Masurier, St. Helier
         Jersey JE2 4YE


AUGUSTA FUNDING: Liquidator Presents Wind Up Account on Sept. 21
----------------------------------------------------------------
Augusta Funding Limited VIII's shareholders will convene for a
final meeting on Sept. 21, 2006, at:

         Maples Finance Limited
         Queensgate House, George Town
         Grand Cayman, Cayman Islands,

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

The liquidator can be reached at:

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


ENCANTO RESTAURANTS: Proofs of Claim Filing Is Until Sept. 22
-------------------------------------------------------------
Encanto Restaurants Holdings Inc.'s creditors are required to
submit proofs of claim by Sept. 22, 2006, to the company's
liquidator:

         Robert Q. Berlin   
         P.O. Box 1111, George Town
         Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Sept. 22 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Encanto Restraurants' shareholders agreed on Aug. 2, 2006, for
the company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.

Parties-in-interest may contact:

         Sydney J. Coleman
         P.O. Box 1111, George Town
         Grand Cayman, Cayman Islands
         Tel: (345) 949 5122
         Fax: (345) 949 7920


MARTIN ASSET: Shareholders Gather for Final Meeting on Sept. 21
---------------------------------------------------------------
Martin Asset Funding Corp.'s shareholders will convene for a
final meeting on Sept. 21, 2006, at:

         Maples Finance Limited
         Queensgate House, George Town
         Grand Cayman, Cayman Islands,

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

The liquidator can be reached at:

         Mike Hughes
         Maples Finance Limited
         P.O. Box 1093, George Town
         Grand Cayman, Cayman Islands


MERCURY CAPITAL: Last Shareholders Meeting Is Set for Sept. 21
--------------------------------------------------------------
Mercury Capital Company Limited's shareholders will convene for
a final meeting on Sept. 21, 2006, at:

         Maples Finance Jersey Limited
         2nd Floor, Le Masurier House
         La Rue Le Masurier, St. Helier
         Jersey JE2 4YE

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

The liquidator can be reached at:

         Liam Jones
         Mark Wanless
         c/o Maples Finance Jersey Limited
         2nd Floor, Le Masurier House
         La Rue Le Masurier, St. Helier
         Jersey JE2 4YE


NEW SSB: Schedules Final Shareholders Meeting on Sept. 21
---------------------------------------------------------
New SSB Holdings, Inc.'s shareholders will convene for a final
meeting on Sept. 21, 2006, at:

         Maples Finance Limited
         Queensgate House, George Town
         Grand Cayman, Cayman Islands

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

The liquidator can be reached at:

         Tetsuya Hishida
         Maples Finance Limited
         P.O. Box 1093, George Town
         Grand Cayman, Cayman Islands


S&N CAPITAL: Final Shareholders Meeting Is Set for Sept. 21
-----------------------------------------------------------
S&N Capital Co. Ltd.'s shareholders will convene for a final
meeting on Sept. 21, 2006, at:

         Maples Finance Jersey Limited
         2nd Floor, Le Masurier House
         La Rue Le Masurier, St. Helier
         Jersey JE2 4YE

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

The liquidator can be reached at:

         Liam Jones
         Mark Wanless
         c/o Maples Finance Jersey Limited
         2nd Floor, Le Masurier House
         La Rue Le Masurier, St. Helier
         Jersey JE2 4YE


SSB HOLDINGS: Schedules Last Shareholders Meeting on Sept. 21
-------------------------------------------------------------
SSB Holdings, Inc.'s shareholders will convene for a final
meeting on Sept. 21, 2006, at:

         Maples Finance Limited
         Queensgate House, George Town
         Grand Cayman, Cayman Islands

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

The liquidator can be reached at:

         Tetsuya Hishida
         Maples Finance Limited
         P.O. Box 1093, George Town
         Grand Cayman, Cayman Islands

SSB Holdings, Inc., manufactures extruded plastic products and
custom compound purchased resins.


TLIBD LTD: Schedules Last Shareholders Meeting for Sept. 21
-----------------------------------------------------------
TLIBD Ltd.'s shareholders will convene for a final meeting on
Sept. 21, 2006, at:

         Maples Finance Jersey Limited
         2nd Floor, Le Masurier House
         La Rue Le Masurier, St. Helier
         Jersey JE2 4YE

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

The liquidator can be reached at:

         Liam Jones
         Mark Wanless
         c/o Maples Finance Jersey Limited
         2nd Floor, Le Masurier House
         La Rue Le Masurier, St. Helier
         Jersey JE2 4YE




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


BANCO DE BOGOTA: Stock Swap Ratifies Merger with Megabanco
----------------------------------------------------------
Banco de Bogota said in a filing with Superfinanciera that its
board has ratified the merger with Megabanco through a share
swap, Business News Americas reports.

As reported in the Troubled Company Reporter-Latin America on
April 6, 2006, Grupo Aval Acciones y Valores S.A. -- a Colombian
banking group -- planned to merge subsidiary Banco de Bogota
S.A. with Megabanco.  As previously reported, Grupo Aval bought
a 95% stake in Megabanco from bankrupt Coopdesarrollo for COP808
billion in an auction.  

BNamericas relates that Banco de Bogota will offer to swap each
Megabanco share for 0.01 shares in Banco de Bogota.  A study
conducted in June 2006 set the share price of Banco de Bogota at
COP33,364 and the share price of Megabanco at COP0.36.

Banco de Bogota called for an extraordinary shareholders'
meeting for Oct. 2 for the approval of the merger, BNamericas
states.

                        *    *    *

As reported by Troubled Company Reporter on March 13, 2006,
Moody's Investors Service assigned a 'Ba3' long-term foreign
currency deposit rating on Banco de Bogota and changed the
outlook to stable from negative.  Moody's also assigned a 'D+'
bank financial strength rating on the company, while the outlook
remained stable.


BANCO DEL CAFE: Fogafin to Cut Bidders to Four from Eight
---------------------------------------------------------
Andres Florez -- the head of Fogafin, Colombia's deposit
insurance fund -- told local daily La Republica that the agency
will decrease bidders for Banco del Cafe aka Bancafe to four.

As reported in the Troubled Company Reporter-Latin America on
Aug. 21, 2006, about eight foreign and local banks paid the
COP50 million data room fee to look at Bancafe's books.  The
eight interested firms include:

      -- Bancolombia,
      -- Banco de Bogota,
      -- Colpatria,
      -- Davivienda,
      -- GNB Sudameris,
      -- Citigroup,
      -- Grupo Santander, and
      -- General Electric.

Business News Americas relates that Fogafin postponed in August
the second phase of the tender process for Bancafe to Oct. 12
from Oct. 2.

Mr. Florez told BNamericas that Fogafin will split the tender
process into three parts, with the first starting on Oct. 10,
when interested bidders must place an offer at least equal to
the minimum price of COP1.10 trillion.  

Fogafin will start opening envelopes and rejecting the lowest
offers until it reaches the final four in a bid to boost
Bancafe's final price, BNamericas says, citing Mr. Florez.  

Once new bids are submitted, Fogawin will select the two highest
offers and then receive final offers after an hour's interval,
Mr. Florez told BNamericas.

BNamericas underscores that the bidding process is now open for
employees, cooperatives and pension funds.  The process, which
runs until Sept. 17, will be followed by the presentation of
bids from private firms and investors.

Due to strong interest from foreign banks, the final price of
Bancafe could double, BNamericas notes, citing analysts.

"This is a new and different bank because its pension and labor
liabilities -- which used to scare investors away -- have been
fixed.  It does not have labor problems, its administrative
expenses are lower than average and it has less personnel than
the former entity.  It is the last jewel of the crown," Mr.
Florez told BNamericas.

Bancafe was formed by the merging of Bancafe assets and part of
Granahorrar, a local mortgage bank, in March 2005.  To save them
from bankruptcy when the country was hit by a financial crisis
in the late 90s, the government had taken control of the banks.


MEGABANCO: Banco de Bogota Board Ratifies Merger
------------------------------------------------
Banco de Bogota said in a filing with Superfinanciera that its
board has ratified the merger with Megabanco through a share
swap, Business News Americas reports.

As reported in the Troubled Company Reporter-Latin America on
April 6, 2006, Grupo Aval Acciones y Valores S.A. -- a Colombian
banking group -- planned to merge subsidiary Banco de Bogota
S.A. with Megabanco.  As previously reported, Grupo Aval bought
a 95% stake in Megabanco from bankrupt Coopdesarrollo for COP808
billion in an auction.  

BNamericas relates that Banco de Bogota will offer to swap each
Megabanco share for 0.01 shares in Banco de Bogota.  A study
conducted in June 2006 set the share price of Banco de Bogota at
COP33,364 and the share price of Megabanco at COP0.36.

Banco de Bogota called for an extraordinary shareholders'
meeting for Oct. 2 for the approval of the merger, BNamericas
states.

Megabanco, with 187 branches throughout the country and 2025  
workers, controls a 2% slice of the banking market in Colombia.  
The bank posted a net income of COP63 billion in 2005, compared  
with COP25 billion the year before, according to Fogafin.  
Bankrupt cooperative development bank, Coopdesarrollo,
previously owned the 95% stake that Grupo Aval bought.


MILLICOM INTERNATIONAL: Ola to Issue 21 Million Shares to Firm
--------------------------------------------------------------
Colombia Movil aka Ola told Colombia's financial regulator that
its directors have approved a 21,600,001-share issue to Millicom
International Cellular, Business News Americas reports.

As reported in the Troubled Company Reporter-Latin America on
Sept. 4, 2006, Millicom acquired 50% and one share of Colombia's
mobile firm Colombia Movil aka Ola from Empresa de Telefono de
Bogota and Empresas Publicas de Medellin, the municipally owned
telcos, for US$125million, beating Digicel Ltd.

According to BNamericas, Ola's announcement of share issue
indicates the formal approval of majority participation to
Millicom International.

The issue had a nominal value of COP10,000 per share, BNamericas
relates.

Millicom International Cellular S.A. -- http://www.millicom.com/
-- is a global telecommunications investor with cellular
operations in Asia, Latin America and Africa.  It currently has
cellular operations and licenses in 16 countries.  The Group's
cellular operations have a combined population under license of
approximately 391 million people.

The Central America Cluster comprises Millicom's operations in
El Salvador, Guatemala and Honduras.  The population under
license in Central America at December 2005 is 26.4 million.
The South America Cluster comprises Millicom's operations in
Bolivia and Paraguay.  The population under license in South
America at December 2005 is 15.2 million.

                        *    *    *

Millicom International's 10% senior notes due 2013 carry Moody's
B3 rating and Standard & Poor's B- rating.

                        *    *    *

Standard & Poor's Ratings Services affirmed on July 4, 2006, its
'B+' long-term corporate credit and 'B-' senior unsecured debt
ratings on Millicom International Cellular S.A.  The ratings
were removed from CreditWatch with developing implications,
where they had been placed on Jan. 20, 2006, on the initiation
of a strategic review that could have led to a transaction such
as the sale of all or part of the company.  The outlook is
stable.


* COLOMBIA: Reports Preliminary Results of Purchase Offer
---------------------------------------------------------
The Republic of Colombia reported the preliminary results of its
offer to purchase for cash each series of bonds, on the terms
and subject to the conditions set in an Offer to Purchase, dated
Sept. 6, 2006.

The table sets the approximate aggregate principal amount of
each series of Bonds accepted for purchase, the applicable
Purchase Price per US$1,000 principal amount for each series
calculated in accordance with the Offer to Purchase, and the
approximate aggregate principal amount of each series of Bonds
remaining outstanding following the completion of the Offer.


Bonds:                                    11.75% bonds due 2020
ISIN:                                     US195325AU91
Principal Amount Outstanding
as of Sept. 6, 2006:                     US$1,075,000,000  
Approximate Aggregate Principal      
Amount Accepted for Purchase:            US$285,278,000  
Purchase price (US$):                     1,425.21  
Approx. Aggregate Principal Amount
Remaining Outstanding After Settlement:  US$789,722,000  
                                                                 
Bonds:                                    8.375% bonds due 2027
ISIN:                                     US195325AL92
Principal Amount Outstanding
as of Sept. 6, 2006:                     US$180,762,000   
Approximate Aggregate Principal      
Amount Accepted for Purchase:            US$25,857,000    
Purchase price (US$):                     1,149.87   
Approx. Aggregate Principal Amount
Remaining Outstanding After Settlement:  US$154,905,000

Bonds:                                    10.375% bonds due 2033
ISIN:                                     US195325BB02
Principal Amount Outstanding
as of Sept. 6, 2006:                     US$504,121,000  
Approximate Aggregate Principal      
Amount Accepted for Purchase:            US$183,125,000    
Purchase price (US$):                     1,386.98  
Approx. Aggregate Principal Amount
Remaining Outstanding After Settlement:  US$320,996,000  


Each series of Bonds is listed on the Luxembourg Stock Exchange.

Colombia disclosed on Sept. 8 the "proration factor" applicable
to the initial tender bonds and reference is made to that notice
for the details of the proration of the offer.

The offer remains subject to the terms and conditions set forth
in the offer to purchase, including the issuance of and receipt
of funds for, in an amount and on terms and conditions
acceptable to Colombia, its bonds due 2037.

The settlement of the transaction is expected to occur on
Sept. 19, 2006.  If bonds are held through DTC, they must be
delivered no later than 3:15 p.m., New York City time, on the
settlement date.  The Automated Tender Offer Program may not be
used.

If bonds are held through Euroclear or Clearstream, the latest
process to use in delivering the bonds is the overnight process,
one day before the settlement date.  The optional daylight
process on the may not be used on the settlement date.

Failure to deliver bonds on time may result in the cancellation
of tender. Holders will not have withdrawal rights with respect
to the offer.

Colombia is making the offer only in those jurisdictions where
it is legal to do so.

Copies of the offer to purchase may be obtained from the global
information agent:

In New York:

             Patrick McHugh
             Georgeson Inc.
             Phone: (866) 857-2693 (toll free inside US)

In London:

             Domenic Brancati
             Phone: (212) 440-9800 (collect outside US)
                    +44 870 703 6357

In Luxembourg:

             Kredietbank S.A. Luxembourgeoise
             Phone: +352 4797 3935.

For questions regarding the offer, contact the joint Dealer
Managers for the offer at:

             Goldman, Sachs & Co.
             Phone: (866) 472-6622 (toll free inside US)
                    (212) 357-0601 (collect outside US)

             Merrill Lynch & Co.
             Phone: (888) ML4-TNDR (toll free inside US)
                    (212) 449-4914 (collect outside US)

                        *    *    *

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: Fitch Rates US$1 Billion Global Bond at BB
------------------------------------------------------
Fitch rated the Republic of Colombia's US$1 billion issue of
7.375% fixed-rate Global Bonds maturing Sep. 18, 2037, at BB.  
The rating is in line with Fitch's long-term foreign currency
Issuer Default Rating on Colombia.  The Rating Outlook is
Positive.

Fitch revised the Outlook on Colombia's long-term foreign
currency IDR to Positive from Stable in June, based on
improvements in key public and external solvency indicators over
the past two years and the expectation that recent trends will
improve going forward, albeit more slowly.  The ratings are also
supported by improvements in growth prospects underpinned by
advances on the security front.  The ratings are constrained by
higher public and external debt ratios than many 'BB' peers,
structural imbalances in public finances and a high crime rate
related to the ongoing guerrilla war.




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


BETONSPORTS PLC: District Court Extends Ban on U.S. Operations
--------------------------------------------------------------
The Hon. Carol Jackson of the U.S. District Court for the
Eastern District of Missouri extended the temporary restraining
order against U.K. gaming company BetonSports Plc until Sept. 20
to give the Justice Department extra time to serve pleadings on
the company in Costa Rica and London, Bloomberg News says.

Judge Jackson extended the ban, which was to expire on Sept. 1,
at the request of U.S. prosecutor Marty Woelfle.  The Court
issued the restraining order on July 17, the day the Justice
Department unsealed a 22-count indictment against BetonSports
founder Gary Kaplan and Chief Executive Officer David
Carruthers.  

Charges include racketeering, mail fraud and facilitation of
gambling across state and national boundaries -- all as results
of taking bets from customers residing in the U.S.  According to
the indictment, BetonSports in 2003 had 100,000 active players
who placed 33 million wagers worth US$1.6 billion through the
company's Web sites.

"The primary goal has been to serve Betonsports so we can move
forward, because it is essential that the company be notified,"
Judge Jackson said from the bench.  She then issued a written
order extending the restraining order until Sept. 20.

Meanwhile, BetonSports issued an update on its Web site, saying
that "after thoroughly reviewing possible alternative business
plans," the group's Board of Directors "no longer consider the
U.S. facing operations of the Company, which are based in Costa
Rica and Antigua, to be viable."

The company also set three goals related to its current case:

   -- cease its operations in Costa Rica and Antigua as soon as
      practicable;

   -- pay any liabilities to staff and creditors in an orderly
      manner; and

   -- repay balances due to US customers in an orderly manner.

The company added that the repayments would depend on the
company's ability to "persuade banks and cash processors to
release its funds."

BetonSports added the repayments would also depend on "the
Company's ability to realize further and sufficient funds from
its assets and operations outside Costa Rica and Antigua and to
earn sufficient profits from operations which are not U.S.
facing."

BetonSports also assured that it would not "knowingly accept any
wagering transactions from U.S. based customers."

                     Class Action Suits

As reported in the Class Action Reporter on Sept. 6, BetonSports
is also facing a complaint filed by gambling information portals
The Online Wire, Gambling 911, Alternative Investments Market
Regulatory News Service over alleged corporate fraud.  The
complaint is directed at BetonSports' Aug. 11 announcement that
payments to its customers after the shutdown of its Costa Rican
and Antiguan operations are being held by banks and cash
processors.   

BetonSports is an online gaming company publicly trading on the
London Stock Exchange, but has no operations in the United
Kingdom.  Around 80% of the company's business operates in the
United States, where sports betting is illegal except in the
State of Nevada.  The group also has operations in Asia,
Argentina and Mexico.


* COSTA RICA: Opening Regional Stock Exchange in 2007
-----------------------------------------------------
Costa Rica, together with Panama and El Salvador, inked an
agreement to open a regional stock exchange next year, the
Associated Press reports.

Dulcidio de la Guardio, head of Panama's stock exchange, told AP
that the three countries will invite other nations to join them
in the future.  The exchange will deal in stocks and corporate
debt.

According to El Salvador's stock exchange president, Rolando
Duarte, the new institution will aid investors by improving
liquidity among the three nations, AP relates.

                        *    *    *

As reported on Aug. 21, 2006, Fitch Ratings upgraded Costa
Rica's country ceiling to BB+ from BB.  




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


PETROECUADOR: Ministry Launches Tenders for Firm's Audit
--------------------------------------------------------
A source from the mines and energy ministry in Ecuador told
Business News Americas that the ministry launched tender for the
audit of Petroecuador, the state-owned oil company of the
nation.

According to the report, the source said tenders were also
opened for the audits of these firms:

      -- Petrobras Energia,
      -- Ecuador TLC, and
      -- Noble Energy.

BNamericas underscores that the audit of Petroecuador relates
to:

      -- investments,

      -- operating income,

      -- non-operating income,

      -- costs, and

      -- expenses of the company and its subsidiaries in the
         second half of 2002 as well as 2003, 2004 and 2005.

Meanwhile, the audits relate to the 2005 investments, income,
costs and expenses of:

      -- Petrobras Energia Ecuador's block 31,
      -- EDC's block 3, and
      -- Ecuador TLC's block 18 and Palo Azul field.

BNamericas relates that the bidding rules will be available for
purchase through Sept. 15.  Interested entities can present
offers on Sept. 18-29.

The ministry will open bids on Sept. 29.  Winners of the tenders
will be given 90 days to conduct the audits, BNamericas states.

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


PETROECUADOR: Unit Posts 339,231 Barrels Daily Output in August
---------------------------------------------------------------
A spokesperson of Petroecuador, the state-run oil firm of
Ecuador, told Business News Americas that the company's unit
Petroproduccion produced 339,231 barrels a day of oil in Aug.  
2006.

The spokesperson did not provide comparative figures to
BNamericas.

According to the report, the output includes about 100,000b/d
from assets formerly run by US firm Occidental Petroleum.

BNamericas notes that the total amount of oil produced in August
was 10.2 million barrels.

Reuters relates that Petroecuador also raised its crude exports
by 14% to 214,233b/d in August, compared with July.

BNamericas underscores that the increase in output and exports
led to US$399 million revenue for August.

Petroecuador received an average US$61.50/b of Oriente crude and
US$56.80/b of Napo crude, BNamericas states.

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


PETROECUADOR: Petroproduccion Reports Spills from Two Pipes
-----------------------------------------------------------
Petroproduccion -- a subsidiary of Petrolecuador, the state oil
company of Ecuador -- is facing two events of oil spills from
its two pipelines, Business News Americas reports.

Petroecuador told BNamericas that Petroecuador suffered two
attacks on oil pipelines in the Auca and Libertador hydrocarbons
areas.

BNamericas relates that the first attack occurred on a high-
pressure oil pipeline from the Auca 7 well on Sept. 7.

The event was followed by an attack on Sept. 8 on a pipeline
coming from the Pacayacu 5 well, BNamericas states.

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.




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


* EL SALVADOR: Opening Regional Stock Exchange in 2007
------------------------------------------------------
El Salvador, together with Panama and Costa Rica, inked an
agreement to open a regional stock exchange next year, the
Associated Press reports.

Dulcidio de la Guardio, head of Panama's stock exchange, told AP
that the three countries will invite other nations to join them
in the future.  The exchange will deal in stocks and corporate
debt.

According to El Salvador's stock exchange president, Rolando
Duarte, the new institution will aid investors by improving
liquidity among the three nations, AP relates.

                        *    *    *

As reported on Aug. 11, 2006, Standard & Poor's ratings services
affirmed its 'BB+' long-term and 'B' short-term sovereign credit
rating on the Republic of El Salvador.  S&P said the outlook
remains stable.

El Salvador's country ceiling has been upgraded to BBB- from BB+
by Fitch Ratings.




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


EMPRESA NACIONAL: CenBank Issues US$20M in Bonds to Pay Debts
-------------------------------------------------------------
The Honduran Central Bank will be selling about US$20 million in
bonds to inject much needed cash to Empresa Nacional de Energia
Electrica's coffers, El Heraldo reports.  

Gabriela Nunez, the central bank's president said that in the
first phase, the institution invested about US$50 million in
these bonds that were purchased by the local banks with an
interest rate of between 7.5% and 8%.  The next issuance will be
up to US$30 million and was purchased with an interest rate
between 6% and 7% by the National Institute the Retirement and
Pensions, El Heraldo says.

Empresa Nacional de Energia Electrica is the national electric
firm of Honduras.  The utility firm is undergoing several
reforms aimed at reducing its HNL3 million deficit and lower the
annual loss of almost HNL500 million lempiras due to
insufficient billing.




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


DYOLL INSURANCE: Farmers to Receive Compensation This Week
----------------------------------------------------------
Coffee farmers who insured their crops with Dyoll Insurance
Company and suffered losses resulting from Hurricane Ivan will
start receiving compensation cheques this week, Radio Jamaica
reports.

As reported in the Troubled Company Reporter-Latin America on
Aug. 21, 2006, the farmers whose crops were damaged by Hurricane
Ivan in September 2004 received on Aug. 11 J$100 million interim
payment from Jamaica's agriculture ministry.  Robert Clarke, the
agriculture minister, handed the cheques to the farmers.  
Minister Clarke said that the individual claims were being
reconciled and the funds will be distributed.  About
6,000 coffee farmers would benefit from the funds the Coffee
Industry Board will administer.  The farmers had waited for
almost 24 months for the funds.  The Coffee Industry Board was
collaborating with stakeholders in the industry to determine
benefits to farmers, said Graham Dunkley, the organization's
director-general.  However, Minister Clarke said that full
payments would have to wait for court proceedings.

Senator Norman Grant, the chairperson of the Mavis Bank Coffee
Company -- told Radio Jamaica that his company and other
purchasers of coffee beans have made preparations to disburse
the cheques.

The Financial Services Commission of Jamaica took over control
of Dyoll Insurance in Mar. 7, 2005, in order to establish the
true position of the Company, address the matter of settlement
to its claimants and ensure that its policies will remain in
force after a high level of insurance claims were levelled on
the company as a result of the hurricane Ivan.  Kenneth Tomlison
was appointed temporary manager.  Jamaica's Supreme Court
ordered for the distribution of a US$653 million fund held by
the FSC in accordance with the Insurance Act 2001, section
59, which says that the prescribed deposit, on the winding up of
an insurance company, should be applied first to settle the
claims of local policyholders.


NATIONAL WATER: Will Supply Water to Cedar Valley by Weekend
------------------------------------------------------------
The National Water Commission has promised Cedar Valley resident
that by weekend they would be provided with piped water, Radio
Jamaica reports.

Karen Clacken, the Community Relations Manager for National
Water's Eastern Division, told Radio Jamaica that work on the
pipe lines leading to Cedar Valley should be concluded by
Friday.

According to Radio Jamaica, Cedar Valley residents had held
protest in front of the National Water's office in Morant Bay on
Sept. 11, claiming that the commission failed to respond to
their calls to address the problems that caused the loss of
piped water in their area.  

The Cedar Valley residents decided to take to strike after
failing to get a response from the Jamaican government despite
months of complaints, Radio Jamaica states, citing Deverell
Dwyer, the councillor for the Cedar Valley division.

                        *    *    *

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
===========


BALLY TOTAL: May Not be Able to Fulfill Terms of Credit Accord
--------------------------------------------------------------
Bally Total Fitness Holding Corp. told Reuters that it may not
be able to fulfill the terms of its credit agreement due in
April.

Bally Total said in a statement that without an agreement with
its lenders to extend the maturity of its credit agreement or
the refinancing of the credit facility, the firms will have
insufficient liquidity to operate its business.

Bally Total Fitness Holding Corp. -- http://www.Ballyfitness.com
-- is a commercial operator of fitness centers, with over 400
facilities located in 29 states, Mexico, Canada, Korea, the
Caribbean, and China under the Bally Total Fitness, Bally Sports
Clubs and Sports Clubs of Canada brands.

                        *    *    *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services held its ratings on Bally
Total Fitness Holding Corp., including the 'CCC' corporate
credit rating, on CreditWatch with developing implications,
where they were placed on Dec. 2, 2005.


BALLY TOTAL: June 30 Balance Sheet Upside Down by US$1.41 Bil.
--------------------------------------------------------------
Bally Total Fitness Holding Corp. disclosed financial results
for the second quarter and six months ended June 30, 2006.  The
company also filed its Quarterly Report on Form 10-Q with the US
Securities and Exchange Commission for the second quarter of
2006.

Commenting on the results, Barry R. Elson, Acting Chief
Executive Officer, said, "Bally's business saw its top-line
performance negatively affected in the first half of 2006 as a
result of a lower average number of total members, a changing
mix of new members added and a lower average monthly selling
price for new members added.  We are continuing to refine the
'Build Your Own Membership' business model to address consumers'
clear need for added flexibility, while at the same time
positioning the company for future revenue and earnings growth.
From an operating perspective, we have instituted a number of
management process disciplines to enhance the understanding of
our performance drivers.  We are also continuing to selectively
invest in new equipment to upgrade club facilities, as well as
maintain our strong marketing initiatives."

Don R. Kornstein, Interim Chairman, added, "We are actively
pursuing both short-term and long-term financing alternatives
that will enable Bally to address its significant debt load and
create financial flexibility for its operations. We continue to
believe that the Company has an attractive brand franchise,
operates in a growing sector of the leisure industry and can
achieve improved operational performance over time."

              Second Quarter Financial Results

Net revenues for the quarter of US$254.6 million decreased
US$5.0 million, or 2%, from the second quarter of 2005.  
Membership services revenue declined US$3.8 million, or 2%, to
US$239.5 million, driven by a 3% decline in the average number
of members to 3.581 million.  New member adds in the 2006
quarter of approximately 278,000 were approximately 5% lower
than the 2005 quarter.  Average monthly revenue per member in
the quarter was US$19.30, up US$0.11 compared to the second
quarter of 2005.  Personal training revenue of US$32.2 million
grew 1% over the second quarter of 2005.  Retail products
revenue decreased US$1.2 million, or 9%, to US$11.5 million from
the same period last year, reflecting the conversion of lower
performing full-size in-club retail stores to a more cost
effective model integrated into front-desk operations.

Cash collections of membership revenue, exclusive of personal
training, during the quarter were US$192.5 million, a decrease
of US$3.6 million, or 2%, from 2005 as a result of the lower
average number of members and an unfavorable mix of new member
adds, continuing the trend seen thus far in 2006.  The reported
average monthly cash received per member increased US$0.13 in
the second quarter of 2006 to US$17.92, benefited by an
approximate US$0.31 increase from accelerated payments from
members prepaying value plan memberships early and reactivations
of previously expired members.

Operating income of US$24.0 million for the quarter was US$0.2
million, or 1%, below the second quarter of 2005 reflecting the
impact of lower revenue, partially offset by a reduction in
operating expenses.  Key expense categories reflected the
following in the second quarter:

   -- A US$0.5 million reduction in membership services
      expenses.  Expense reduction initiatives continued in the
      second quarter, resulting in lower overall expense levels,
      despite higher utility, rent and insurance costs.

   -- A US$2.7 million, or 21%, decrease in retail product
      expenses consistent with the decrease in retail revenue
      resulted in retail operating margin improvement to 7%.
      The company's retail operations had an operating loss of
      US$0.8 million in the second quarter of 2005, compared to
      operating income of US$0.8 million in the second quarter
      of 2006.

   -- A US$1.5 million, or 11%, increase in advertising
      expenses, due to increases in media spending and
      television production costs.

   -- A US$0.2 million, or 3%, decrease in information
      technology costs for the period due to reduced use of
      outside consultants and lower telecommunications costs
      partially offset by increased salaries.

   -- A US$1.8 million, or 12%, decrease in depreciation
      expense, reflecting lower capital spending and fewer
      depreciable assets resulting from asset impairment charges
      in prior periods.

   -- A US$0.2 million, or 1%, decrease in other general and
      administrative costs.  Higher levels of spending for
      professional fees related to insurance, Directors' fees
      and audit costs were offset by a reversal of approximately
      US$0.9 million of the US$4.6 million write-off of
      equipment at various clubs recorded in the fourth quarter
      of 2005.

The net loss from continuing operations for the quarter of
US$0.7 million, (US$0.02) per share, reflects a foreign exchange
gain of US$1.8 million and interest expense of US$26.1 million.  
Interest expense increased US$5.0 million over the second
quarter of 2005, primarily due to increased amortization of
deferred financing fees incurred related to bondholder consent
solicitations.

The Company uses EBITDA (operating income plus depreciation and
amortization) as a measure of operating performance.  The lower
revenue contributed to a US$2.0 million, or 5%, decline in this
performance measure to US$37.2 million compared to US$39.2
million in the second quarter of 2005.

Operating results for the second quarter of 2005 have been
reclassified to exclude Crunch Fitness, sold January 20, 2006,
which is presented as a discontinued operation.

             First Six Months 2006 Financial Results

Net revenues for the first six months of 2006 of US$509.8
million were US$3.6 million, or 1%, below the first six months
of 2005.  Membership services revenue of US$479.2 million was
down modestly from the prior year as increased personal training
revenue, up US$2.2 million, or 4%, offset a US$2.5 million or 1%
decrease in membership revenue.  The decrease in membership
revenue is due to a 2% decrease in average members to 3.564
million, reflecting the factors noted above.  Average monthly
revenue per member increased to US$19.46 in the 2006 period from
US$19.09 for the first half of 2005.  Retail products revenue
decreased US$2.6 million, or 10%, from the same period in 2005
to US$23.4 million, for the reasons discussed above.  
Miscellaneous revenue of US$7.2 million was 9% below last year
due to lower revenue from strategic partnerships and franchising
fees.

Cash collections of membership revenue during the period were
US$393.1 million, a decrease of US$9.9 million, or 2%, from 2005
as a result of the factors discussed above.  Reported average
monthly cash received per member for the six months of 2006 was
US$18.38, equal to the prior year period, and benefited in 2006
by an approximate increase of US$0.11 from accelerated payments
from members prepaying value plan memberships early and
reactivations of previously expired members.

Operating income of US$42.3 million was down US$5.0 million, or
11%, below the first six months of 2005 due to lower revenue and
a US$1.4 million increase in operating expenses.  Membership
services expenses increased US$3.8 million, or 1%, reflecting
higher utility and insurance costs offset by lower personnel
costs resulting from expense reduction initiatives. Retail costs
were down US$4.6 million, or 17%, with substantial improvement
in retail operating margin to 7% from (1)% in the first half of
2005.  Advertising expenses increased US$3.3 million, or 10%,
for the period reflecting planned media spending and the impact
of deferred production costs from the fourth quarter of 2005.
Information technology costs decreased US$0.4 million, or 4%,
for the period, reflecting the reasons noted earlier for the
second quarter.  Other general and administrative costs
increased US$3.6 million, or 12%, over the same period in 2005
as a result of the ongoing litigation and related costs, and
increases in insurance, Directors' fees and audit costs.  Driven
by lower capital spending in past periods and fewer depreciable
assets resulting from impairment charges, depreciation expense
decreased by US$2.5 million, or 8%, in the 2006 period.

Net income of US$31.9 million, or US$0.82 per share, increased
from US$6.2 million, or US$0.19 per share, in the first six
months of 2005, reflecting the US$38.4 million gain on the
disposition of Crunch Fitness. Interest expense increased by
US$9.9 million, or 25%, to US$49.2 million in the first half of
2006 due primarily to increased amortization of deferred
financing costs (US$6.8 million) incurred related to bondholder
consent solicitations and higher interest rate levels.

EBITDA for the first six months of 2006 of US$69.7 million was
US$7.5 million below the six-month 2005 amount of US$77.2
million, reflecting lower revenue and higher operating expenses.

Operating results for the first half of 2005 have been
reclassified to exclude Crunch Fitness, sold January 20, 2006,
which is presented as a discontinued operation.

                       Cash and Liquidity

At June 30, 2006, the Company had US$30 million of borrowings
and US$14.1 million in letters of credit outstanding under its
US$100 million revolving credit facility, leaving availability
at US$55.9 million.  At Aug. 31, 2006, borrowings had increased
to US$48.5 million with letters of credit outstanding unchanged
at US$14.1 million, reducing availability to US$37.4 million.  
The increase in utilization of the revolver reflects a
combination of decreased cash collections of membership revenue,
customary expense disbursements associated with the Company's
operations, capital expenditures and the July scheduled interest
payment to holders of the Company's 10-1/2 % Senior Notes due
2011.  In addition, making the upcoming interest payments due to
holders of the 9-7/8 % Senior Subordinated Notes due 2007 in
October, 2006 and the 10-1/2 % Senior Notes due 2011 in January
2007 will further reduce liquidity.

The entire amount outstanding of US$171.4 million on the term
loan and revolving credit has been included in current
maturities as of June 30, 2006, as a result of the early
termination provision that will be triggered in the event that
the Company's 9-7/8% Senior Subordinated Notes due 2007 have not
been refinanced on or before April 15, 2007.  Absent an
agreement by the lenders to extend the maturity of the Credit
Agreement or the Company refinancing the Credit Agreement, the
Company will have insufficient liquidity to operate its business
and be unable to satisfy the Credit Agreement obligations when
due in April, 2007.  If these events occur, the holders of the
9-7/8 % Senior Subordinated Notes due 2007 and the 10-1/2 %
Senior Notes due 2011 could accelerate the obligations under
those instruments and the Company would not be able to satisfy
those obligations.  The Company is actively evaluating various
alternatives to address its outstanding debt.

                   Capital Expenditures

Capital expenditures for the first six months of US$18.9 million
included US$7.3 million of capital expenditures in the second
quarter. The first half increase of US$4.4 million, or
approximately 30%, from 2005 primarily resulted from a large,
scheduled replacement of exercise equipment early in 2006.  The
Company has focused its capital spending primarily on
maintenance and improvement of existing clubs and limited new
club growth.  A new club was opened in Carrollton, Texas in
April 2006 and in Downey, California in September 2006. One club
currently in development is planned to open in 2006, which
replaces an existing club.  The Company expects to continue
controlled capital spending and is currently planning
approximately US$35 million of capital spending in 2006.

Bally Total Fitness Holding Corp. -- http://www.Ballyfitness.com
-- is a commercial operator of fitness centers, with over 400
facilities located in 29 states, Mexico, Canada, Korea, the
Caribbean, and China under the Bally Total Fitness, Bally Sports
Clubs and Sports Clubs of Canada brands.

At June 30, 2006, Bally Total's balance sheet showed a
US$1,410,293,000 stockholder's deficit.

                        *    *    *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services held its ratings on Bally
Total Fitness Holding Corp., including the 'CCC' corporate
credit rating, on CreditWatch with developing implications,
where they were placed on Dec. 2, 2005.


FORD MOTOR: Turnaround Plan Could Cost Up to 40,000 Jobs
--------------------------------------------------------
Ford Motor Co. could opt to cut its workforce by up to 40,000 as  
the Company braces to accelerate its restructuring efforts, the
Associated Press reports.

Ford, which had previously disclosed a reduction of plant-
related employment by 25,000 to 30,000 by 2012 as part of its
"Way Forward" plan, may speed up the lay-offs as pressure for a
faster turnaround mounts.  The Company had disclosed changes to
its "Way Forward" plan as it reeled from a US$254 million net
loss in the second quarter of 2006.

According to the Associated Press, the Company's Board or
Directors will meet tomorrow and on Thursday to consider the
additional job cuts.

                     About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company
(NYSE: F) -- http://www.ford.com/-- manufactures and  
distributes automobiles in 200 markets across six continents
including Mexico.  With more than 324,000 employees worldwide,
the company's core and affiliated automotive brands include
Aston Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury
and Volvo.  Its automotive-related services include Ford Motor
Credit Company and The Hertz Corp.

                        *    *    *

As reported in the Troubled Company Reporter on Aug. 22, 2006,
Dominion Bond Rating Service placed long-term debt rating of
Ford Motor Company Under Review with Negative Implications
following announcement that Ford will sharply reduce its North
American vehicle production in 2006.  DBRS lowered on
July 21, 2006, Ford Motor Company's long-term debt rating to B
from BB, and lowered its short-term debt rating to R-3 middle
from R-3 high.  DBRS also lowered Ford Motor Credit Company's
long-term debt rating to BB(low) from BB, and confirmed Ford
Credit's short-term debt rating at R-3(high).

Fitch Ratings also downgraded the Issuer Default Rating of Ford
Motor Company and Ford Motor Credit Company to 'B' from 'B+'.
Fitch also lowered the Ford's senior unsecured rating to
'B+/RR3' from 'BB-/RR3' and Ford Credit's senior unsecured
rating to 'BB-/RR2' from 'BB/RR2'.  The Rating Outlook remains
Negative.

Standard & Poor's Ratings Services also placed its 'B+' long-
term and 'B-2' short-term ratings on Ford Motor Co., Ford Motor
Credit Co., and related entities on CreditWatch with negative
implications.

As reported in the Troubled Company Reporter on July 24, 2006,
Moody's Investors Service lowered the Corporate Family and
senior unsecured ratings of Ford Motor Company to B2 from Ba3
and the senior unsecured rating of Ford Motor Credit Company to
Ba3 from Ba2.  The Speculative Grade Liquidity rating of Ford
has been confirmed at SGL-1, indicating very good liquidity over
the coming 12-month period.  The outlook for the ratings is
negative.


KRISPY KREME: Expects to Report Lower Second Quarter Revenues
-------------------------------------------------------------
Krispy Kreme Doughnuts, Inc., disclosed that on a preliminary
basis it expects to report revenues of approximately US$110
million for the second quarter of fiscal 2007, which ended
July 30, 2006, compared to revenues of approximately US$140
million for the second quarter of fiscal 2006.  The decrease in
revenues reflects a decline in the number of Company stores as
well as lower sales to franchisees by the Company's
Manufacturing and Distribution segment.

Systemwide sales fell approximately 15% in the second quarter of
fiscal 2007 compared to the second quarter of the prior year
primarily due to an approximately 17% decrease in the number of
factory stores to 303 (total stores, including satellites,
decreased approximately 6%).  Average weekly sales per factory
store (which is computed by dividing sales from all factory and
satellite stores by the number of factory stores in operation)
increased approximately 8% and 5% in Company stores and
systemwide, respectively, compared to the second quarter of
fiscal 2006.  Average weekly sales per store (which is computed
by dividing sales from all factory and satellite stores by the
aggregate number of all such stores in operation) increased
approximately 7% for Company stores and decreased approximately
8% systemwide, compared to the second quarter of fiscal 2006.  
Systemwide average sales per store declined while Company
average sales per store rose principally because the growth in
satellite stores, which have lower average sales than factory
stores, largely has been concentrated in franchise stores and
not in Company stores.  The average sales per unit data reflect,
among other things, store closures and the related shift in off-
premises doughnut production into a smaller number of stores.

Systemwide sales data include sales at all Company and franchise
locations.  Systemwide sales are a non-GAAP financial measure;
however, the Company believes systemwide sales information is
useful in assessing the overall performance of the Krispy Kreme
brand and, ultimately, the performance of the Company.

"We continue to make progress in Krispy Kreme's turnaround,"
said Daryl Brewster, President and Chief Executive Officer. "In
the past quarter we resolved several legal disputes with
franchisees.  We reduced our guarantees of franchisee
obligations from approximately US$22 million to approximately
US$14 million and successfully executed pricing to offset rising
input costs.  In the United States, we saw signs of stability in
company stores as evidenced by average weekly sales trends.  We
also advanced our international expansion plans with the signing
of franchisees in six new markets."

The Company noted that its financial results continue to be
adversely affected by the substantial costs associated with the
legal and regulatory matters previously disclosed by the
Company. The Company expects to report a net loss for the second
quarter of fiscal 2007.

                     Financial Position

The Company believes that cash flow from operations, combined
with other anticipated cash inflows, will be sufficient to meet
its liquidity needs.  As of July 30, 2006, the Company's cash
balance was approximately US$28 million and its indebtedness was
approximately US$121 million (including capital lease
obligations), compared to approximately US$16 million and US$123
million, respectively, at Jan. 29, 2006.  The January amounts
exclude amounts relating to Glazed Investments, its sole
consolidated franchisee at the time.  As of July 30, 2006, the
Company had no consolidated franchisees.

                      About Krispy Kreme

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme
(NYSE: KKD) --http://www.krispykreme.com/-- is a leading   
branded specialty   retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  There
are currently approximately 320 Krispy Kreme stores and 80
satellites operating systemwide in 43 U.S. states, Australia,
Canada, Mexico, the Republic of South Korea and the United
Kingdom.

Headquartered in Winston-Salem, North Carolina, Freedom Rings  
LLC is a majority-owned subsidiary and franchisee partner of  
Krispy Kreme Doughnuts, Inc., in the Philadelphia region.  The  
Debtor operates six out of the approximately 360 Krispy Kreme  
stores and 50 satellites located worldwide.  The Company filed  
for chapter 11 protection on Oct. 16, 2005 (Bankr. D. Del. Case  
No. 05-14268).

M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew  
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,  
represent the Debtor in its restructuring efforts.  When the  
Debtor filed for protection from its creditors, it estimated  
US$10 million to US$50 million in assets and debts.

Headquartered in Oak Brook, Illinois, Glazed Investments, LLC,  
is a 97%-owned unit of Krispy Kreme.  Glazed filed for chapter  
11 protection on Feb. 3, 2006 (Bankr. N.D. Ill. Case No.
06-00932).

The bankruptcy filing will facilitate the sale of 12 Krispy  
Kreme stores, as well as the franchise development rights for  
Colorado, Minnesota and Wisconsin, for approximately $10 million  
to Westward Dough, the Krispy Kreme area developer for Nevada,  
Utah, Idaho, Wyoming and Montana.  Daniel A. Zazove, Esq., at  
Perkins Coie LLP represents Glazed in its restructuring
efforts.  When Glazed filed for protection from its creditors,
it estimated assets and debts between US$10 million to US$50  
million.

KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings.  The Monitor
is attempting to sell the KremeKo business.


MERIDIAN AUTO: Amended Plan Revises Treatment on Two Classes
------------------------------------------------------------
On Sept. 8, 2006, Meridian Automotive Systems, Inc., and its
eight debtor-affiliates delivered to the U.S. Bankruptcy Court
for the District of Delaware their Fourth Amended Joint Plan of
Reorganization and Disclosure Statement.

The Fourth Amended Plan revises the treatment of Classes 3 and 4
Claims and DIP Claims.  The Plan also contemplates the issuance
of New Common Stock and New Warrants on the Effective Date.  The
Disclosure Statement provides updates on the Debtors' exit
facility.

Meridian president and chief executive officer Richard E.
Newsted discloses that during discussions with potential lenders
regarding the financing commitments necessary to fund the
projected distributions to creditors under the Third Amended
Joint Plan of Reorganization, the company realized that, given
the uncertainty concerning the automotive industry outlook and
the resulting deterioration of the automotive sector financing
market, the commitments would be available only on non-
underwritten and economically unfeasible terms.

"After careful consideration of both the amount and terms of
available exit financing and the impact of continuing
uncertainty concerning the automotive industry outlook, [we]
decided to abandon the Third Amended Plan and to instead focus
on implementing a plan that provides for a substantially de-
leveraged capital structure after [our] emergence from
bankruptcy," Mr. Newsted relates.

Subsequently, on Aug. 18, 2006, Ford reported a 21% reduction in
its North American production for the last four months of 2006.  
Because Ford remains one of the Debtors' largest customers, its
recent announcement combined with the Debtors' strategic
decision to keep their interiors and lighting businesses and to
transition out of their GM-related interiors business, caused
the Debtors to revise their long-range business plan and to seek
for a revision of the enterprise valuation that formed the basis
for the Third Amended Plan and the projected distributions, Mr.
Newsted relates.

Consequently, the Debtors initiated discussions with their
principal creditor constituencies and formulated the Fourth
Amended Plan, Mr. Newsted says, which complies with the
requirements of Section 1129 of the US Bankruptcy Code and is in
the best interests of the company's estates.

                   Treatment of Class 3
              Prepetition First Lien Claims

The Prepetition First Lien Claims will be deemed Allowed in the
aggregate amount of US$294,612,241, of which an estimated
US$58,800,000 will constitute Prepetition First Lien Deficiency
Claims.

Each Holder of an Allowed Prepetition First Lien Claim will
receive, on the Effective Date and in full and complete
settlement, release and discharge of the Claim:

   (i) on account of its Prepetition First Lien Secured Claim,
       its Pro Rata share of US$98,000,000 in cash and:

       (a) 95.5% of the total shares of New Common Stock to be
           issued on the Effective Date if Class 4 accepts the
           Plan; or

       (b) 100% of the New Common Stock if Class 4 rejects the
           Plan; and

  (ii) on account of its Prepetition First Lien Deficiency Claim
       and any Administrative Expense Claim, its Pro Rata share
       of the Prepetition First Lien Claim Trust Interests.

       Each Prepetition Letter of Credit will be returned to the
       issuer undrawn and marked cancelled.

                   Treatment of Class 4
          Prepetition Second Lien Secured Claims

Prepetition Second Lien Claims will be deemed Allowed in the
aggregate amount of US$179,808,222, provided that all
Prepetition Second Lien Claims will be deemed to be Unsecured
Claims.

The treatment to be provided to Holders of Allowed Prepetition
Second Lien Claims will depend on whether Class 4 accepts or
rejects the Plan.

If Class 4 accepts the Plan, each Holder of an Allowed
Prepetition Second Lien Claim will receive, on the Effective
Date and in full and complete settlement, release and discharge
of the Claim:

   (i) its Pro Rata share of 4.5% of the total shares of New
       Common Stock;

  (ii) its Pro Rata share of the New Warrants; and

(iii) its Pro Rata share of the Prepetition Second Lien Claim
       Trust Interests.

On the other hand, if Class 4 rejects the Plan, each Holder of
an Allowed Prepetition Second Lien Claims will receive, on the
Effective Date and in full and complete satisfaction, settlement
and discharge of the Claim, its Pro Rata share of the
Prepetition Second Lien Claim Trust Interests.

                 Treatment of DIP Claims

DIP Claims consist of all Claims against the Debtors in favor of
the DIP Agent and the DIP Lenders pursuant to the terms of the
DIP Credit Agreement.  The Allowed DIP Claims will total
approximately US$56,600,000, plus approximately US$3,000,000 of
reimbursement obligations for undrawn DIP Letters of Credit.

        Issuance of New Common Stock & New Warrants

On the Effective Date, Reorganized Meridian will issue 2,000,000
shares of the New Common Stock.  Reorganized Meridian will
reserve shares of the New Common Stock for issuance pursuant to
any Management Incentive Plan that it may implemented after the
Effective Date.

Furthermore, on the Effective Date, Reorganized Meridian will
issue the New Warrants for distribution to Holders of
Prepetition Second Lien Claims if Class 4 accepts the Plan.  If
Class 4 rejects the Plan, the New Warrants will not be issued.

                       Exit Facility

The Reorganized Debtors expect the Exit Facility, aggregating
US$255,000,000, to consist of:

   (i) a senior secured revolving line of credit totaling
       approximately US$75,000,000; and

  (ii) a senior secured term loan in the principal amount of
       approximately US$150,000,000, plus an approximately
       US$30,000,000 synthetic letter of credit facility.

Mr. Newsted reports that Meridian is currently in discussions
with several lenders to arrange the Exit Facility.  The company
is confident that it will obtain one or more formal commitments
to provide the Exit Facility prior to the Confirmation Date.

The closing of the Exit Facility is a condition to the
effectiveness of the Plan.  The Debtors will present commitment
letters with respect to the Exit Facility to the Court at or
prior to the Confirmation Hearing.

A full-text copy of the Fourth Amended Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?1154

A full-text copy of the Fourth Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?1155

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and
other interior systems to automobile and truck manufacturers.  
Meridian operates 22 plants in the United States, Canada and
Mexico, supplying Original Equipment Manufacturers and major
Tier One parts suppliers.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 26, 2005 (Bankr. D.
Del. Case Nos. 05-11168 through 05-11176).  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan
Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S.
Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq.,
and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  Eric
E. Sagerman, Esq., at Winston & Strawn LLP represents the
Official Committee of Unsecured Creditors.  The Committee also
hired Ian Connor Bifferato, Esq., at Bifferato, Gentilotti,
Biden & Balick, P.A., to prosecute an adversary proceeding
against Meridian's First Lien Lenders and Second Lien Lenders to
invalidate their liens.  When the Debtors filed for protection
from their creditors, they listed US$530 million in total assets
and approximately US$815 million in total liabilities.  
(Meridian Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants Until January 25 to Decide on Leases
---------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to
further extend their time to assume, assume and assign, or
reject unexpired non-residential real property leases through
and including Jan. 25, 2007.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the Debtors are party to
12 major facility lease agreements:

   Lessor                               Location
   ------                               --------
   Etkin Equities                       2001 Centerpointe  
                                        Parkway
                                        Pontiac, Michigan

   DEMBS/Roth Group                     4280 Haggerty Road
                                        Canton, Michigan

   Ford Motor Land Development Corp.    999 Republic Drive
                                        Allen Park, Michigan

   Growth Properties, LLC               300 Growth Parkway
                                        Angola, Indiana

   Communite Improvement Corp.          1020 E. Main Street
                                        Jackson, Ohio

   L.E. Tassell, Inc.                   3075 Brenton Road, S.E.
                                        Grand Rapids, Michigan

   Meri (NC) LLC                        6701 Stateville Blvd.
                                        Salisbury, North
                                        Carolina

   North-South Properties LLC           747 Southport Drive
                                        Shreveport, Louisiana

   P&E Realty Inc.                      13811 Roth Road
                                        Grabill, Indiana

   Rushville Manufacturing Mall         1350 Commerce Street
   Land Trust # 101                     Rushville, Indiana

   Westfield Industrial Center          13881 West Chicago St.
                                        Detroit, Michigan

   Brent Trade & Industrial Park Inc.   225 Henry Street
                                        Brantford, Ontario

The Leases include several of the Debtors' primary production
facilities and warehousing centers, which are at the core of the
Debtors' operations, Mr. Brady notes.  Many of the locations
subject to the Leases will play a significant role in the
Debtors' reorganization process.

Due to the complexity of the Debtors' business operations,
evaluation of the Leases requires the Debtors to devote
considerable time and effort to carefully review each Lease, Mr.
Brady asserts.

Mr. Brady argues that if the Debtors are forced to prematurely
assume the Leases the Debtors may be required to pay cure
obligations, and lessor claims may be elevated to administrative
expense status prior to confirmation of a plan of
reorganization.

Conversely, if the Debtors precipitously reject the Leases, the
Debtors may lose valuable property interests that are essential
to their reorganization, Mr. Brady points out.

The Debtors are in the process of evaluating the economics of
the Leases to determine whether the assumption or rejection of
each would benefit their estates and creditors.  However, the
Debtors' ultimate decision to assume or reject the Leases will
also depend on their review of their overall businesses and an
analysis of each location and purpose in connection with the
ongoing restructuring efforts, Mr. Brady emphasizes.

Pending their election to assume or reject the Leases, the
Debtors will perform all their undisputed obligations in a
timely fashion, including the payment of postpetition rent due,
as required by Section 365(d)(3) of the Bankruptcy Code, Mr.
Brady assures the Court.

The Debtors are current on all postpetition obligations under
the Real Property Leases, according to Mr. Brady.  Thus, there
should be little or no prejudice to the lessors if the Lease
Decision Period will be further extended.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and
other interior systems to automobile and truck manufacturers.  
Meridian operates 22 plants in the United States, Canada and
Mexico, supplying Original Equipment Manufacturers and major
Tier One parts suppliers.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 26, 2005 (Bankr. D.
Del. Case Nos. 05-11168 through 05-11176).  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan
Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S.
Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq.,
and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  Eric
E. Sagerman, Esq., at Winston & Strawn LLP represents the
Official Committee of Unsecured Creditors.  The Committee also
hired Ian Connor Bifferato, Esq., at Bifferato, Gentilotti,
Biden & Balick, P.A., to prosecute an adversary proceeding
against Meridian's First Lien Lenders and Second Lien Lenders to
invalidate their liens.  When the Debtors filed for protection
from their creditors, they listed US$530 million in total assets
and approximately US$815 million in total liabilities.  
(Meridian Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MERISANT WORLDWIDE: S&P Lowers Corp. Credit Rating to CCC
---------------------------------------------------------
Standard & Poor's Ratings Services lowered several of its
ratings on Chicago, Ill.-based low-calorie sweetener processor,
packager, and marketer (of aspartame-based products) Merisant
Worldwide Inc. and its wholly owned subsidiary Merisant Co.  The
corporate credit rating was lowered to 'CCC' from 'CCC+' and the
subordinated debt rating was lowered to 'CC' from 'CCC-'.  At
the same time, Standard & Poor's affirmed its 'CCC+' bank loan
rating on Merisant's first-lien senior secured credit facility.

The rating outlook is negative.  Total consolidated debt
outstanding was about US$543.9 million as of June 30, 2006,
excluding operating lease obligations.

"The downgrade primarily reflects continued softness in
Merisant's financial performance, which has contributed to
weaker credit protection measures and narrowing cushion on its
bank covenants, which were recently amended following the
company's second-lien refinancing," explained Standard & Poor's
credit analyst Mark Salierno.  Merisant's overall capital
structure remains highly leveraged, and Standard & Poor's
believes that the company may violate its recently amended bank
covenants when leverage covenants step down in March 2007.

"The affirmation of the company's senior secured credit facility
reflects senior first-lien lenders' more favorable prospects for
recovery following the paydown of first-lien debt, as part of
the company's most recent refinancing," added Mr. Salierno.  The
first-lien senior secured credit facility is now rated one notch
higher than the corporate credit rating, indicating the
expectation for full recovery of principal in the event of a
payment default.

The ratings reflect Merisant's

   -- highly leveraged financial profile,
   -- limited financial flexibility,
   -- tightening bank covenants,
   -- narrow product focus, and
   -- highly competitive industry conditions.

Although the US$1.5 billion global low-calorie sweetener
industry is experiencing favorable growth trends driven by
increased health consciousness, higher incidence of
diabetes/glucose intolerance, and favorable demographics,
Merisant has not capitalized on this growth because of an
increasingly challenging competitive landscape and its limited
financial flexibility.  Still, the company's market dollar share
of about 24% is second to market leader Splenda (just more than
a 30% share), marketed by McNeil Nutritionals, a division of
Johnson & Johnson (AAA/Stable/A-1+).


VALASSIS COMMS: Faces Countersuit from ADVO on Merger Agreement
---------------------------------------------------------------
ADVO, Inc., has filed counterclaims in response to the complaint
filed by Valassis Communications, Inc., in the Court of Chancery
for New Castle County, Delaware.  ADVO's counterclaims seek,
among other things:

   -- A court declaration that Valassis has no right to rescind
      or terminate or otherwise evade its obligations under the
      July 5, 2006, binding definitive merger agreement;

   -- A decree of specific performance requiring Valassis to
      consummate its acquisition of ADVO at US$37 per share;
      and

   -- An order requiring Valassis to pay interest from
      Sept. 15, 2006, on the US$37 per share merger
      consideration due to ADVO stockholders.

Assuming ADVO stockholder approval of the merger agreement at
the special stockholders meeting today, all of the conditions to
closing the merger will be satisfied, and the terms of the
merger agreement require Valassis to consummate the merger
within two business days thereafter, or by September 15, 2006.

           Valassis Responds to Advo's Counterclaim

Valassis issued theis statement regarding ADVO's response and
counter-claim:
   
"ADVO's sealed counter-suit was expected and contains no new
information.  When the facts are reviewed in a court of law we
fully expect the merger agreement to be rescinded, based on
fraud and material adverse change and we will continue to press
our claims to recover damages in conjunction with this
transaction."
   
                      About ADVO Inc.

Headquartered in Windsor, Connecticut, ADVO, Inc., a direct mail
media company, engages in soliciting and processing printed
advertising from retailers, manufacturers, and service companies
in the United States and Canada.  It offers direct mail
marketing products and services, such as shared mail, which
provides the addresses of the households receiving the mail
packages; and sorts, processes, and transports the advertising
material for ultimate delivery primarily through the United
States Postal Service.

                       About Valassis

Headquartered in Livonia, Michigan, Valassis Communications Inc.
-- http://www.valassis.com/-- offers a wide range of marketing
services to consumer packaged goods manufacturers, retailers,
technology companies and other customers with operations in the
United States, Europe, Mexico and Canada.

                        *    *    *

Standard & Poor's Ratings Services lowered on July 9, 2006, its
corporate credit and senior unsecured ratings on Valassis
Communications Inc. to 'BB' from 'BB+' and left the ratings on
CreditWatch with negative implications.


VISTEON CORP: S&P Affirms B+ Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Van Buren Township, Mich.-based Visteon Corp.,
and removed the rating from CreditWatch with negative
implications where it was placed on Aug. 21, 2006.  Visteon, a
global manufacturer of automotive components, has total debt of
about US$2.3 billion.  The rating outlook is negative.

The affirmation follows Standard & Poor's review of the impact
of Ford Motor Co.'s planned third and fourth quarter vehicle
production cuts on Visteon's credit profile.  Ford is Visteon's
largest customer, accounting for 48% of sales.  Sales to Ford in
North America, where the production cuts are concentrated,
account for 24% of Visteon's sales. Ford's vehicle production
will be down 15% in the second half of the year, with light
trucks making up the bulk of the reduction, down 278,000 units,
or 25%.

Standard & Poor's expects the production cuts to cause Visteon's
results to fall short of its most recent guidance, which calls
for EBIT before restructuring of US$170 million - US$200 million
and free cash flow of US$50 million.  "However, the shortfall is
expected to be less than US$50 million, and Visteon should have
the wherewithal to absorb the earnings and cash flow hit without
significantly impairing its ability to meet its debt service
obligations," said Standard & Poor's credit analyst Martin King.  
Two credit facilities recently put in place in the U.S. and
Europe, along with strong cash balances, give the company
substantial liquidity to deal with near-term challenges in the
auto industry.  Longer term, Visteon's continued progress under
a comprehensive restructuring program, and the gradual
improvement in customer diversity, should allow the company to
raise earnings and cash flow during the next few years despite
the difficulties facing Ford.

Recent press reports indicate that Visteon is engaged in
discussions surrounding the potential sale of the company.  At
this time, the ratings do not incorporate any assumptions about
the likelihood or timing of a potential transaction.


* MEXICO: Swaps Foreign Currency Debts for Peso Bonds
-----------------------------------------------------
Mexico swapped early this month foreign currency denominated
bonds for local securities, Bloomberg News reports.  The move is
part of the government's planned US$3.3 billion exchange aimed
at lowering the country's vulnerability to currency declines.

According to Bloomberg, bondholders were allowed to swap up to
US$500 million of dollar-denominated bonds in exchange for peso
debt.  Investors in November 2005 bought warrants from the
government that gave them the option to turn in their dollar
bonds for peso bonds.  

The Mexican government, Bloomberg says, sold similar warrants to
holders of bonds denominated in European currencies.

Meanwhile, investors will be able to exchange on Oct. 10 up to
US$1 billion of dollar-bonds that mature between 2012 and 2016
for peso bonds due in December 2014.  Also, on Nov. 9, about
US$1 billion of dollar bonds that mature between 2007 and 2011
may be swapped for a 2011 peso bond.  The last transaction, to
take place on Nov. 22, allows for investors to swap bonds
denominated in euros, mark and lira that mature between 2007 and
2013 for peso bonds due in 2013 and 2023, Bloomberg says.

Outgoing president Vicente Fox plans to reduce the nations
foreign debt to the equivalent of 6% of gross domestic product
by Dec. 1  when he steps down from being head of state,
Bloomberg notes.  Mexico's foreign debt equaled 12% of GDP when
president Fox took office in 2000.

                        *    *    *

As reported in the Troubled Company Reporter on April 17, 2006,
Standard & Poor's Ratings Services placed an mxBB+ long-term
rating with stable outlook on the state of Mexico.


* Thacher Profitt's Mexican Office Hires Ricardo Ramirez
--------------------------------------------------------
Thacher Proffitt & Wood LLP, a 158-year-old law firm, disclosed
that Ricardo Ramirez has joined its Mexico City office, Thacher
Proffitt & Wood S.C., as Counsel, effective September 1, 2006.  
This increases the total number of attorneys in the Mexico City
office, led by managing partner Boris Otto, to 22.  Ricardo will
head the Latin American Trade Practice Group, and will be a
member of the Latin American Dispute Resolution Group.

"We are delighted to welcome Ricardo to the Firm," said Luis
Enrique Graham, head of the Mexico office's Litigation and
Arbitration Department.  "Ricardo is an experienced advisor on
trade matters and has represented the Mexican government in
significant international trade litigations and negotiations.  
He will add tremendously to our growing practice."

Mr. Ricardo adds, "Thacher Proffitt is a unique firm -- the
breadth of its international practice was attractive, and
because the firm is U.S.-based, with offices in New York and
Washington, D.C., I can operate on a broader international
platform than I would otherwise be able to.  Since many
international trade disputes must avail themselves of U.S.
tribunals, being part of this larger platform will let me
compete for Latin American matters outside of Mexico I may not
otherwise have had access to."

Thacher Proffitt significantly broadened the scope of its Mexico
City office earlier this year by almost doubling its number of
attorneys in the areas of litigation, arbitration, and
bankruptcy with the addition of Luis Enrique Graham's group, who
joined the Firm for the same reason.

Ricardo Ramirez has extensive experience advising on trade
agreements, negotiations, and dispute resolution proceedings.  
His practice focuses on NAFTA issues and free trade across Latin
America, including international trade dispute resolution.  
Before joining Thacher Proffitt, Ricardo was the Deputy General
Counsel for Trade Negotiations of the Minister of Economy in
Mexico.  For over 11 years, Ricardo advised on all trade
agreements signed by Mexico, including all 11 Free Trade
Agreements signed by Mexico, and represented the Mexican
government in complex international trade negotiations with the
governments of Chile, Nicaragua, Uruguay, El Salvador,
Guatemala, Honduras and Israel.  He served as Mexican lead
counsel in many proceedings under the WTO Dispute Settlement
Mechanism and other trade agreements signed by Mexico involving
a wide range of complex issues.

Mr. Ricardo received his law degree from Universidad Autonoma
Metropolitana in 1992, and his LLM from American University
Washington College of Law, studying international business law,
in 1994.  He is a member of WTO Indicative List of Panelists,
and a panelist on the Trade Agreement between Mercosur and
Columbia, Ecuador and Venezuela, the Trade Agreement between
Mercosur and Bolivia, and the Free Trade Agreement between Costa
Rica and Chile.  He holds the International Trade Law Chair at
National Autonomous University of Mexico (UNAM). Ricardo has
been a panelist and roundtable member at several conferences on
international trade law and dispute resolution.

             About Thacher Proffitt & Wood LLP

A law firm that focuses on the capital markets and financial
services industries, Thacher Proffitt advises domestic and
global clients in a wide range of areas, including corporate and
financial institutions law, securities, structured finance,
investment funds, swaps and derivatives, cross-border
transactions, real estate, commercial lending, insurance,
admiralty and ship finance, litigation and dispute resolution,
technology and intellectual property, executive compensation and
employee benefits, taxation, trusts and estates, bankruptcy,
reorganizations and restructurings.  The Firm has approximately
300 lawyers with five offices located in New York City, NY,
Washington, DC, White Plains, NY, Summit, NJ and Mexico City,
Mexico.  

The law firm can be reached at:

         Thacher Proffitt & Wood
         Avenida Paseo De La Reforma No. 2620 - Piso 4
         Colonia Lomas Altas
         11950 Mexico, D.F, Mexico

                -- or --

         Thacher Proffitt & Wood
         Two World Financial Center
         New York, NY 10281

                -- or --

         Thacher Proffitt & Wood
         1700 Pennsylvania Avenue
         Washington DC 20006




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CHIQUITA BRANDS: Banana Growers Continue to Face Losses
-------------------------------------------------------
Chiquita Brands International Inc.'s decision to reduce banana
purchases have continued to cause problems on losses and debts
to growers in Panama, Inside Costa Rica reports, citing sources
of the banana sector.

As reported in the Troubled Company Reporter-Latin America on
Aug. 18, 2006, Chiquita Brands reduced its banana purchases to
growers by another 30%, saying it was due to saturation of the
European market.  Chiquita Brands had reduced purchases three
times in less than a month.  The first reduction of purchases
was also blamed on saturation in the European market.  

Inside Costa Rica notes that Chiquita Brands reestablished its
buying level this week.

Demtrio Jimenez -- the director of Bocas del Toro Grower
Cooperative -- told Inside Costa Rica that the Panamanian
growers' losses were over US$135 thousand in July 2006, a
situation that caused a financial crisis.

Inside Costa Rica relates that Mr. Jimenez said the working
shifts were lessened in July, with two fertilization cycles from
the five planned fulfilled.

The banana growers owe over US$2 million to banks, Inside Costa
Rica says, citing Mr. Jimenez.

Inside Costa Rica underscores that banana producers in Panama
had demanded that Chiquita Brands release them from the
exclusiveness contract to allow them to sell banana to other
traders.  

About 2,800 members of a banana cooperative went on strike on
June 2006 to demand that the transnational renegotiate the price
it pays for bananas, Inside Costa Rica notes.

According to the report, the Multiple Service Cooperative of
Puerto Armuelles accused Chiquita Brands of maintaining an
unfair accord, as it pays US$4.61 for a box of bananas and sells
it in Europe for up to US$21.

Under the terms of the contract, Chiquita Brands must sell
bananas under the global market price, Inside Costa Rica states.

Cincinnati, Ohio- based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- operates as an
international marketer and distributor of bananas and other
fresh produce sold under the Chiquita and other brand names in
over 60 countries including Panama.  It also distributes and
markets fresh-cut fruit and other branded, value-added fruit
products.

On June 15, 2006, Standard & Poor's Ratings Services affirmed
its ratings on Cincinnati, Ohio-based Chiquita Brands
International Inc., including the 'B+' corporate credit rating.
S&P said the rating outlook is negative.


* PANAMA: Opening Regional Stock Exchange in 2007
-------------------------------------------------
Panama, together with El Salvador and Costa Rica, inked an
agreement to open a regional stock exchange next year, the
Associated Press reports.

Dulcidio de la Guardio, head of Panama's stock exchange, told AP
that the three countries will invite other nations to join them
in the future.  The exchange will deal in stocks and corporate
debt.

According to El Salvador's stock exchange president, Rolando
Duarte, the new institution will aid investors by improving
liquidity among the three nations, AP relates.

                        *    *    *

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




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CA INC: Amends Credit Facility to Repurchase US$2 Bil. of Stock
---------------------------------------------------------------
CA Inc. has entered into an amendment to its existing credit
facility that satisfies the financing condition under its
US$1 billion tender offer.  The amendment modifies certain
covenants in the credit agreement in order to permit CA to
repurchase up to US$2 billion of its common stock under its
fiscal year 2007 share repurchase program and incur additional
indebtedness in connection with those repurchases.

CA expects to use the borrowings under the revolving credit
facility to complete a portion of the US$1 billion tender offer
launched Aug. 16, 2006, and to pay related fees and expenses.
CA has stated that it plans to use a combination of available
cash and bank borrowings to finance the tender offer.  The
successful completion of debt financing on terms and conditions
satisfactory to CA in an amount sufficient to purchase shares
offered in the tender offer was a condition to the completion of
the tender offer.  This condition has now been satisfied by CA.

The US$1 billion tender offer is the first phase of the US$2
billion stock repurchase program announced June 29, 2006 by the
company.  CA is considering various options to execute the
second phase of the program and will provide further details
when appropriate.  The Company expects to complete the full US$2
billion share repurchase plan by the end of its 2007 fiscal
year.

                          About CA

Headquartered in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management     
software company that unifies and simplifies the management of
enterprise-wide IT.  Founded in 1976, CA serves customers in
more than 140 countries.  In Latin America, CA has operations in
Argentina, Brazil, Chile, Colombia, Mexico, Peru and Venezuela.

                        *    *    *

As reported in the Troubled Company Reporter on Aug. 7, 2006,
Moody's Investors Service confirmed CA Inc.'s Ba1 senior
unsecured rating and assigned a negative rating outlook,
concluding a review for possible downgrade initiated on
June 30, 2006.  The Ba1 rating confirmation reflects the
company's completed accounting review and reestablishment of
current filing of its 10-K and subsequent 10-Q's, including the
company's filing of its 10-K for its March 2006 fiscal year on
July 31, 2006.

Standard & Poor's Rating Services affirmed its 'BB' corporate
credit and senior unsecured debt ratings on CA Inc., and removed
them from CreditWatch where they were placed on July 5, 2006,
with negative implications.  S&P said the outlook is negative.




=====================
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=====================


BURGER KING: Debt Repayment Cues S&P to Upgrade Rating to BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
and senior secured debt ratings on Miami-based quick-service
operator Burger King Corp. to 'BB-' from 'B+'.  Concurrently,
the recovery rating on the company's secured credit facility was
raised to '2' from '3' due to the repayment of US$400 million of
debt.  The '2' recovery rating indicates the expectation for
substantial (80%-100%) recovery of principal in the event of a
payment default.

All ratings are removed from CreditWatch, where they were placed
on Feb. 1, 2006, with positive implications.  The outlook is
stable.

"The upgrade reflects Burger King's improving operating
performance and reduced leverage," said Standard & Poor's credit
analyst Diane Shand.  A healthier franchise system, the
streamlining of general and administrative operations, and
better products and advertising have enabled Burger King to
generate positive operating trends over the past three years.  
The company has also decreased leverage significantly -- to 4.8x
in fiscal 2006 from 7.5x in fiscal 2005 -- as a result of
utilizing US$350 million of its proceeds from its initial public
offering to reduce debt and improve profitability.

Ratings on Burger King reflect the company's vulnerable business
profile, participation in the competitive quick service sector
of the restaurant industry, leveraged capital structure, and
aggressive financial policy.  These risks are partially
mitigated by the company's good market position and improving
operating performance.

Burger King's operating performance has shown improvement since
the company was purchased by a consortium of investors in 2002.  
The company has strengthened its management team, developed new
products, and addressed financial and relationship issues in the
franchise system.  This has resulted in positive same-store
sales for the past 10 quarters and the operating margin
expanding to 24% in fiscal 2006, from 19.2% in fiscal 2005.  
Standard & Poor's believes that the company has the opportunity
to further improve operating performance over the next few years
through menu changes, further strengthening store execution and
advertising, and expanding store hours.  But progress could be
slow and uneven because Burger King is up against formidable
competitors such as McDonald's Corp. (A/Stable/A-1), Wendy's
International Inc. (BB+/Negative/B-1), and Yum! Brands Inc.
(BBB/Stable/--)

Burger King is the third-largest quick-service restaurant
operator in the world in terms of sales and units, with 1,204
company-owned restaurants and 9,889 franchised restaurants
worldwide.


CENTENNIAL COMMS: Forms Strategic Alliance with OneLink
-------------------------------------------------------
Centennial Communications Corp. and OneLink Communications
disclosed a strategic alliance that will accelerate the
deployment of converged services by bringing telephony to the
138,000 customers served by one of the leading cable companies
in Puerto Rico.  Centennial, supported by a state-of-the-art
fiber optic backbone and recently launched soft-switch network,
will provide OneLink with service applications and connectivity
to the public telephone network.  OneLink will be expanding its
service portfolio by adding broadband telephony to its existing
suite of services.

Michael Small, chief executive officer of Centennial
Communications, said, "We are delighted to partner with OneLink
to support their expanding portfolio of converged services in
Puerto Rico.  This strategic alliance is an important step for
both companies as we leverage our networks and distribution
channels to grow our businesses on the island."

"We are excited to team up with Centennial to further leverage
our local investment in infrastructure and personnel resources,
for the benefit of our fast-growing subscriber base," said Jean
Simmons, president of OneLink Communications.

This new venture reaffirms OneLink's role as the preferred
provider of integrated communications services for residential
customers.

"We are excited to offer innovative technology that provides
customers in Puerto Rico with a menu of choices," said Carlos
Blanco, President of Centennial de Puerto Rico.  "Our
partnership with OneLink represents just one more way we can
leverage our strong collection of assets to connect with the
local market."

             About Centennial Communications

Based in Wall, N.J., Centennial Communications, (NASDAQ: CYCL)
-- http://www.centennialwireless.com/-- is a provider of
regional wireless and integrated communications services in
the United States and the Caribbean with approximately 1.3
million wireless subscribers and 326,400 access lines and
equivalents.  The U.S. business owns and operates wireless
networks in the Midwest and Southeast covering parts of six
states.  Centennial's Caribbean business owns and operates
wireless networks in Puerto Rico, the Dominican Republic and the
U.S. Virgin Islands and provides facilities-based integrated
voice, data and Internet solutions.  Welsh, Carson, Anderson &
Stowe and an affiliate of the Blackstone Group are controlling
shareholders of Centennial.

At May 31, 2006, Centennial Communications' balance sheet
showed a US$1,064,859,000 stockholders' deficit compared with
US$518,432,000 deficit at May 31, 2005.

                        *    *    *

Fitch assigned these ratings on June 28, 2006, for
Centennial Communications Corp. and its subsidiaries:

   Centennial Communications Corp.

      -- Issuer default rating: B-; and
      -- Senior unsecured notes: CCC/RR6.

   Centennial Cellular Operating Co.

      -- Issuer default rating: B-;
      -- Senior secured credit facility: BB-/RR1;
      -- Senior unsecured notes: B+/RR2; and
      -- Senior subordinated notes: CCC+/RR5.


DRESSER INC: Financial Statement Filing Extended Until Dec. 31
--------------------------------------------------------------
Dresser, Inc., has amended its senior secured credit facility to
extend the date required for providing the company's audited
financial statements to its senior secured lenders and to
include various technical amendments.  The date for providing
audited financial statements for the fiscal year ended Dec. 31,
2005, has been extended from Sept. 30, 2006, to Dec. 31, 2006.

                       About Dresser

Based in Addison, Texas, Dresser, Inc. --
http://www.dresser.com/-- designs, manufactures and markets
equipment and services sold primarily to customers in the flow
control, measurement systems, and compression and power systems
segments of the energy industry.  The Company has a
comprehensive global presence, with over 8,500 employees and a
sales presence in over 100 countries worldwide including Mexico
and Puerto Rico.

                        *    *    *

As reported in the Troubled Company Reporter on Aug. 3, 2006,
Moody's Investors Service downgraded Dresser, Inc.'s ratings.
Moody's said the rating outlook is negative.

Dresser's Corporate Family Rating was downgraded to B1 from Ba3.
The rating for the Company's Senior Secured Tranche C Term Loan
maturing 2009 was downgraded to B1 from Ba3.  Moody's also
downgraded the rating for the Company's Senior Unsecured Term
Loan maturing 2010 to B2 from B1.  The Company's Senior
Subordinated Notes maturing 2011 was downgraded to B3 from B2.


MARGO CARIBE: Deloitte & Touche Raises Going Concern Doubt
----------------------------------------------------------
Deloitte & Touche LLP expressed substantial doubt about Margo
Caribe, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended Dec. 31, 2005.  The auditor points to the Company's
continuing losses since 2003 to 2005.

For the years ended Dec. 31, 2005, 2004, and 2003 the Company
incurred net losses of approximately US$2,203,000, US$617,000,
and US$1,492,000, respectively.

The net loss for the year ended Dec. 31, 2005, was mainly caused
by a reduction in sales for the Puerto Rico operations due, in
part, to:

       -- the poor performance of the Puerto Rico economy,

       -- an increase in interest expense related to the
          financing of the unit State Line acquisition, and

       -- certain non-recurring expenses recorded during the
          2005.  

State Line recorded a net loss for the year ended Dec. 31, 2005,
of US$850,000.  The results of State Line reflect certain non-
recurring expenses recorded during the first year of operations.

                        Plants Segment

The plants segment reflected a net loss of US$472,000 in 2004
while in 2005 its net loss was US$704,000.

The loss from the plants segment is mainly attributable to the
decrease in sales to a major customer and the increase in
interest expense incurred and paid during the year amounting to
US$266,000.

Total sales from the plants segment in 2005 decreased by
US$545,000 or 19%, compared with 2004.  However, gross profit
margin increased to 19.5% in 2005, from 16.6% in 2004.  

Included within plants segment's results for the year ended
Dec. 31, 2005, are the commissions and equity in earnings from
the Company's investment in Salinas in the amount of US$266,000.

                  Lawn and Garden Segments

The lawn and garden segment's net loss increased US292,000 to
US$437,000 in 2005, from US$145,000 in 2004.  The increase in
net loss was mainly related to the reduction in sales, which
decreased by US$345,000 and the write-off of distributions
rights that amounted to US$100,000.  Gross profit for the
segment in 2005 was 40% while in 2004 it was 43%.  The decrease
in sales was mainly related to a reduction in sales to the
Company's major customer.

                    Landscaping Segment

The landscaping segment reflected a net loss of US$212,000 in
2005, compared with a net income of US$232 in 2004.  The segment
also showed a decrease in revenues in 2005, as compared to 2004,
which was due in part to a reduction in revenues derived from
the major landscaping contracts, and the cancellation of certain
maintenance contracts.  Delays in the permitting process for
certain real estate development also affected the segment's
capacity to replace some lost maintenance contracts.  After
detailed consideration of the performance of the landscaping
segment in recent years, the Board of Directors decided to
discontinue the segment's operations on February 2006.

                          Net Sales

Margo Caribe's consolidated net sale increased US$1,246,000 or
15% to US$9,669,000 in 2005, compared with the US$8,423,000 in
2004, due to the sales recorded by State Line, which reported
sales amounting to approximately US$2,497,000 during the unit's
first year of operations as part of the Company.  The Company's
Puerto Rico operations reported a decrease in net sales of
US$1,251,000 in 2005, compared with 2004.

Gross profit remained stable at 31% for both 2005 and 2004,
mainly due to the improvement in the Nursery segment's gross
profit that improved by 17% to 19.5% in 2005, from 16.6% in
2004.  The improvement in the gross profit margin in the Nursery
division is mainly related to the Company's determination to
place greater emphasis on the marketing of bedding and other
plants that mature more rapidly and become available for sale in
a shorter period of time.  This allows the Company to improve
the quality of the products sold and minimize the disposal of
plants that become obsolete after a certain period of time.  To
implement this strategy, the Company purchases plants from local
independent growers for resale, as needed, to avoid increases in
inventory levels.   The improvement in the gross profit margin
in the Nursery division was also the result of price increases
introduced during the last quarter of the year.  

The effects of Tropical Storm Jeanne on the Island during the
last quarter of 2004 and first quarter of 2005 also affected the
net sales for the periods, mainly attributable to delays in
certain residential and commercial developments because of the
lack of electric power and other adverse results of the
aforementioned tropical storm.  This also affected the sale of
lawn and garden products and the revenues of the landscaping
segment.

Margo Caribe posts these revenues in the landscaping service:

         -- US$1,415,000 in 2003,
         -- US$1,841,000 in 2004, and
         -- US$1,480,000 in 2005.

The landscaping segment's decrease in revenues in 2004 when
compared to 2004 was mainly due to:

         -- the delays in residential projects,

         -- the decrease in revenues derived from certain major
            landscaping contracts, and

         -- the cancellation of certain maintenance contracts.

During the years 2005 and 2004 major contracts produced
US$95,000 and US$541,000 in revenues, respectively.  Gross
profit for the division for 2005 remained similar to 2004 at
28%.  

Margo Caribe reports these results in net sales of the lawn and
garden segment:

         -- US$3,279,000 in 2003,
         -- US$3,740,000 in 2004, and
         -- US$3,395,000 in 2005.

The decrease in sales for the lawn and garden segment was mainly
attributable to the effects of the slow down in the Island's
economy during 2005.  Increases in fuel costs and basic services
-- like water and power -- combined with decreases in
governmental spending, are some of the external factors
affecting 2005 net sales.  These factors tend to reduce
discretionary consumer spending.

Sales to the Company's major customer for the lawn and garden
segment reflected a decrease of US$217,000 or 9%.  Other major
chains also reflected decreases in sales since the inventory
turnover of certain products as well as their sales decreased
during the year due to economic conditions.  In November 2005,
the Company introduced an overall price increase to offset part
of the decrease in its sales volume.

The increase in net sales in the lawn and garden segment in
2004, as compared to 2003, was positively affected by the heavy
rains experienced during the third and fourth quarters of 2004.  
The lawn and garden segment also reflected an increase in sales
during the fourth quarter of 2004 related to certain sales
promotions with large chain stores conducted during the
Christmas season.

State Line's net sales in 2005 were US$2,497,000, which
represents 26% of the Company's total consolidated sales.  Gross
profit for this segment was 23%.  This segment's results during
2005 were affected by certain non-recurring items like a loss on
impairment of intangible asset of US$213,000 and legal, moving
and other expenses related to transferred employees, as well as
by certain increases in raw material costs.

Margo Caribe posts these results on the combined sales of all
segments to active major chain stores:

             -- US$4,656,000 in 2003,
             -- US$4,888,000 IN 2004, and
             -- US$4,079,000 in 2005.

Consolidated net sales in 2003 were US$8,433,000, about
US$11,000 over the sales recorded in 2004.  Sales composition
was also similar to year 2004.

Consolidated gross profits as a percentage of net sales were:

             -- 28% in 2003
             -- 30% in 2004, and
             -- 29% in 2005.

The decrease in gross profit in 2005, when compared to 2004, was
principally the result of increases in raw materials and
freight-in costs.  This was partially offset by the increase in
gross profits in the nursery segment primarily driven by
strategies implemented during the year.

Margo Caribe's consolidated gross profit in 2004 increased by 7%
or two basis points to 30%, compared to 28% in 2003, primarily
due to an increase in the gross profit margin of the landscaping
segment, which increased to 28% 2004 from 15% in 2003.  The
landscaping segment sales during 2004 increased by US$426,000
when compared to 2003, representing 22% of consolidated sales
for 2004, compared to 17% of consolidated net sales in 2003.  
This contributed to a higher combined gross profit margin in
2004.

                          Expenses

Selling, general and administrative expenses or SG&A in 2005
increased by US$1,135,000 or 34% to US$4,462,000 from
US$3,327,000 in 2004, mainly due to State Line's 2005 selling
and general expenses of US$1,034,000.  Combined SG&A expenses
related to Puerto Rico operations experienced an increase of
US$101,000 or 3% during 2005.

The increase in SG&A for the Puerto Rico operations in 2005 when
compared to the year 2004 reflects the impact of non-recurring
expenses like professional fees and an increase in the bad debt
expense.  This was partially offset by continued implementation
of cost containment programs established at the end of the year
2003 that include, among other things, the reduction of payroll
expenses and improvements in the use of existing resources.  In
2005 a significant amount of employee positions were
consolidated.  As a result, total head count decreased by
approximately 44 employees.  The reduction in head count
produced savings in salaries, as well as savings in employee
benefits, payroll taxes, 401K expenses, workmen compensation,
among others.

Other expenses related to Puerto Rico operations that reflected
savings as compared to prior years are packaging materials
expenses and repairs and maintenance.  These savings were the
result of controls with respect to the purchase and disbursement
cycle, implemented during the year ended December 31, 2005.

The decrease in SG&A of approximately US$495,000 in 2004, when
compared to 2003, was also related to the full year impact of
the cost containment programs established at the end of the year
2003.  Among the most notable costs reduction measures is the
savings in SG&A salaries and related expenses of approximately
US$163,000, compared to 2003.  Bad debts expense also reflected
a positive variance of US$204,000.  Improvement in this line
item resulted from the recruitment of a new Collections and
Credit Manager during 2004 who is dedicated to improving the
collections of the Company.  As a result, balances over sixty
days decreased significantly during 2004.  Other expenses that
showed decreases were the legal and professional fees, which
reflected combined savings of US$160,000.

Until June 30, 2003, Margo Caribe operated a 13-acre nursery
farm in Barranquitas, Puerto Rico.  This nursery was leased from
an unrelated third party.  During the fourth quarter of 2002,
the Company entered into an agreement with the lessor of the
Barranquitas facility to terminate the lease and consequently
vacated the facility by June 30, 2003.  As a result, the Company
has consolidated the operations previously conducted at the
Barranquitas facility into its Vega Alta nursery farm.

Costs associated with closing the Barranquitas nursery operation
in connection with the consolidation of the Company's nursery
facilities in its Vega Alta nursery operation amounted to
US$254,000 in 2003.

Margo Caribe posted these results in the interest income:

            -- US$10,000 in 2003,
            -- US$8,000 in 2004, and
            -- US$5,000 in 2005.

The decrease in interest income was mainly due to a decrease in
the volume of invested funds as well as lower yields obtained
during the periods.

Interest expense in 2005 increased by US$357,000 when compared
with 2004, mainly due to increases in short term borrowings
obtained during the year for operational purposes, as well as
the long-term financing agreement related to the acquisition of
State Line in February 2005.  Increases in interests rates also
resulted in higher interests paid during the year.

Interest expense in 2004, increased by US$41,000 when compared
with 2003, due to an increase in short-term borrowings used for
the Company's operations and in investing activities.

In 2004 other income and expenses included a net loss of
US$78,000 related to damages resulting from Tropical Strom
Jeanne, which did not impact 2005 results.

Within other income and expense items in 2003, there was
included a gain of US$25,000 from the collection of a note
receivable which was written down in prior years.  The
collection of the note represents the remaining portion of a
note partially collected in the fourth quarter of 2002.

Commissions received from unconsolidated subsidiary in 2005 and
2004 amounted to US$180,000 and US$201,000, respectively.  This
commission income represents the amount payable by Salinas to
the Company for acting as its sales agent.  The commissions
amounted to US$117,000 in 2003.

Equity in earnings of unconsolidated subsidiary in 2005 and 2004
amounted to US$84,000 and US$111,000, respectively.  This
represents the Company's 33.33% equity interest in Salinas' net
income in 2005 and 2004.  Equity in earnings of unconsolidated
subsidiary in 2003 amounted to US$76,000.

The Company's current ratio increased to 3.06 to 1 in 2005,
compared with 1.43 to 1 in 2004.  The increase in the current
ratio is principally due to the ability of the Company to
refinance the notes payable to major stockholder, originally due
in January and March 2006, with new notes with the same terms
and conditions but due on March 2007, and the increase in
current assets related to the acquisition of State Line.  Based
on the due dates of the new notes, the Company classified them
as long-term liabilities.

As of 2005 the Company had cash of about US$278,000, compared
with cash of US$235,000 in 2004.

Margo Caribe's management has taken certain steps and continues
to implement changes designed to improve the Company's financial
results and operating cash flows.  The management has developed
and implemented cost-saving initiatives and growing strategies
including:

            (a) reductions in headcount and general office
                expenditures;

            (b) partnership programs with major clients;

            (c) pricing strategies;

            (d) investments in manufacturing technology to
                reduce overhead and increase production in State
                Line;

            (e) discontinuation of the landscaping operation to
                direct additional resources towards the
                Company's core business;

            (f) development of special plant products to improve
                the Company's competitive position;

            (g) controls over expenditures in production
                supplies;

            (h) implementation of a strict plant production
                program;

            (i) obtaining permits for land held for development
                by the Company's real estate development
                subsidiary; and

            (j) expansion into the US market through State Line
                by leveraging the Company's existing relations
                with certain major national chain stores.

The Company's major stockholder has been financing the Company's
operations and has expressed his willingness to continue the
support as needed.  The Company is also exploring other
alternatives to increase its liquidity, including increases in
its short-term credit facilities and sales of preferred stock to
a limited number of investors in a private placement
transaction.

Headquartered in Vega Alta, Puerto Rico, Margo Caribe, Inc.
-- http://www.MargoCaribe.com-- and its subsidiaries primarily  
engage in the production, distribution, and sale of various
tropical plants to the interior and exterior landscapers,
wholesalers, and retailers in Puerto Rico and the Caribbean.  
The company also manufactures and distributes a line of planting
media and aggregates; distributes lawn and garden products,
including plastic and terracotta pottery, planting media, and
mulch; and provides landscaping design and installation
services. In addition, Margo Caribe distributes fertilizers,
pesticides, and various outdoor products.  The company
manufactures potting soils, professional growing mixes, river
rock, gravel, and related aggregates.  At Dec. 31, 2005, Margo
Caribe's balance sheet showed US$12,924,477 in total assets and
US$10,419,270 in total debts.




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


BRITISH WEST: Closure Triggered by Failed Talks with Workers
------------------------------------------------------------
Failed negotiations between British West Indies Airlines aka
BWIA and its workers' unions took away chances of restructuring
and maintaining the airline and eventually led to the company's
closure, the Trinidad Express reports.

As reported in the Troubled Company Reporter-Latin America on
Sept. 12, 2006, the government of Trinidad & Tobago approved a
substantial capital injection for the creation of Caribbean
Airlines, a new regional airline that would take the place of
BWIA.  The government owns 97.188% of BWIA, which will be closed
down after 66 years of service.

Peter Davies -- the chief executive officer of BWIA -- told The
Express, "This was not an easy decision to make."

According to The Express, Mr. Davies outlined the situation that
led up to the decision of closing down BWIA.

The Express underscores that a government-mandated task force
appointed Mr. Davies to institute the recovery of BWIA on March
17.

Mr. Davies told The Express, "I did not come to this decision
(the shutdown) originally.  The task force decided that BWIA
should be restructured and I was brought in to look at that.  I
accepted that brief because I felt, with the information I saw
and based on experience that could be achieved.  So I put all
the plans together with some help to see how we could
restructure BWIA and that was the original business plan
submitted in March to the board and subsequently to the
Government.  That business plan was predicated on certain
assumptions in terms of what the unions would settle at, it was
predicated on assumptions of operational efficiencies, where we
could reduce our costs, how we could manage our fuel more
effectively and critically, how we could improve our service
because Bwee is not the most proficient, reliable airline in the
world."

The Express notes that Mr. Davies said that the original
restructuring idea -- with all the elements taken in
consideration and put together -- could have been achieved.

Negotiations with the unions, however, did not go as planned,
making Mr. Davies suggest that BWIA be closed, The Express says.

Mr. Davies told The Express, "When we could not get the union
settlements in terms of what we could actually afford then
obviously I had to go back to the board and say I'm sorry but
the original business plan is now null and void because we are
not in a position to make the required levels of profit as our
salary bill will be more expensive."

The Express emphasizes that Mr. Davies said the BWIA board of
directors headed by Arthur Lok Jack asked him to reconsider and
think on these concerns:

       -- can a new company be created,

       -- should BWIA be closed and Trinidad would not have
          an airline anymore, and

       -- is there a way that the airline could work with other
          airlines to provide airlift or a combination of those
          three.

Mr. Davies told The Express, "My recommendation was that we
close BWIA, not an easy decision for me to come to.  I accepted
and do accept the huge magnificent history that this airline has
had and those decisions do not come easily and I do not take
them lightly.  But when I looked at the raft of situations we
have had, I felt that was the preferred option.  I still believe
that the country needs an airlift and I felt that, given the
Government's 2020 vision and the hopes and aspirations of this
important country in the world with a significant relevance in
terms of industrial and commercial in the Caribbean, significant
oil producer, it needs to have an airline that provides
reliable, professional and profitable services to and from
Trinidad and Tobago.  On that basis we had to look at the new
entity."

The Express relates that the unions often complained that they
did not have access to Mr. Davies' business plan or were not
privy to his general vision for BWIA.

However, Mr. Davies told The Express, "The unions did see seven
slides of the business plan.  When I first joined the company I
said to them that I have an open, honest policy and what
information I can give them, what information I am allowed to
give them, I will give that information.  When I produced the
first business plan I sat down individually with each of the
four unions and gave them a slide presentation in terms of what
we were trying to achieve including the profit and loss
accounts, including the balance sheets, including my vision.  I
have not been dishonest with the unions.  I could not have shown
them the whole business plan because it was commercially
sensitive and no company does that.  The relation with the
unions was such that we went through a process.  I never issued
a veiled threat or a threat that if we don't sit down and agree
that we were going to close the company.  I worked hard and they
worked hard to arrive at a settlement that we both could agree
on to go forward.  But for all sorts of reasons, most of them
justified, we could not reach that level of agreement but we did
try very hard, we had many and many hours and days and days of
meetings."

"Recognizing that they have not had salary increases for many
years and there have been all sorts of other unfair and unjust
things happen to them, we have tried to make sure that the final
packages are as satisfactory as they can be and I think quite a
few people will actually be surprised. So I am quite confident
that we will come to a conclusion of the VSEP negotiations very
quickly," The Express states, citing Mr. Davies.

BWIA was founded in 1940, and for more than 60 years has been
serving the Caribbean islands from Trinidad and Tobago, the hub
of the Americas, linking the twin island republic and many other
Caribbean islands with North America, South America, the United
Kingdom and Europe.

The airline has reportedly been losing US$1 million a week due
to poor operational management.  An employee survey revealed
that lack of responsibility by the management is a major issue
in the company.  A number of key employees moved to other
companies caused by a deadlock in the airline's negotiation with
its labor union.


BRITISH WEST: Workers Given Until Oct. 31 to Leave Airline
----------------------------------------------------------
Workers of British West Indies Airlines aka BWIA are given until
Oct. 31 to voluntarily leave the company, The Nation Newspaper
reports.

As reported in the Troubled Company Reporter-Latin America on
Sept. 12, 2006, the government of Trinidad & Tobago approved a
substantial capital injection for the creation of Caribbean
Airlines, a new regional airline that would take the place of
BWIA.  The government owns 97.188% of BWIA, which will be closed
down after 66 years of service.

The Nation relates that Dr. Shafeek Sultan-Khan -- BWIA's
legal/management consultant -- assured employees better
severance benefits payable on or before Dec. 31, 2006.  They
were also promised that the uncertainty of their jobs would be
removed if they would leave BWIA without protest.

Dr. Sultan-Khan told The Nation, "... An agreed VSEP (Voluntary
Separation from Employment Package) cannot be implemented until
the representative trade unions agree.  However, to meet this
challenge within the timeframe proposed, I can advise that if
this process is utilized without any protest or industrial
action, the uncertainty of the future of BWIA's employees will
not only be removed, but employees will be able to achieve
enhanced severance benefits which could be payable on or before
Dec. 31."

The Nation underscores that Dr. Sultan-Khan was addressing a
meeting with:

    -- the unions:

       * Aviation, Communication and Allied Workers Union,
       * Trinidad and Tobago Airline Pilots Association,
       * Superintendents Association, and
       * Communication, Transport and General Workers Union; and

    -- BWIA officials.

Applications for separation benefits will be accepted starting
Oct. 1, or an earlier date agreed on between BWIA and the
unions, The Nation notes.

Dr. Sultan-Khan told The Nation, "Applications will not be
entertained after Oct. 31."

BWIA workers will have the opportunity to apply for jobs with
the Caribbean Airlines, The Nation says, citing Dr. Sultan-Khan.

The Nation underscores that Dr. Sultan-Khan said the decision to
shut down BWIA had been made.  It could take the form of payment
of severance pay according to the law and collective agreements
existing between BWIA and the unions, or incentives of enhanced
severance benefits under the VSEP mechanism.

According to the report, the Barbados Workers' Union -- the
representative of BWIA staff in Barbados -- was not notified of
the closure announced late last week.

However, the notification would be addressed to general-
secretary Sir Roy Trotman, who is in Barbados, the Sunday Sun
states.

BWIA was founded in 1940, and for more than 60 years has been
serving the Caribbean islands from Trinidad and Tobago, the hub
of the Americas, linking the twin island republic and many other
Caribbean islands with North America, South America, the United
Kingdom and Europe.

The airline has reportedly been losing US$1 million a week due
to poor operational management.  An employee survey revealed
that lack of responsibility by the management is a major issue
in the company.  A number of key employees moved to other
companies caused by a deadlock in the airline's negotiation with
its labor union.




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


* URUGUAY: Fitch Rates US$400MM Inflation-Indexed Bonds at B+
-------------------------------------------------------------
Fitch rates Uruguay's US$400 million issue of 5% inflation-
indexed bonds payable in U.S. dollars and maturing Sept. 14,
2018 'B+'. Principal and interest coupons are adjusted according
to the local Unidad Indexada inflation index and the Uruguayan
peso exchange rate but are payable in U.S. dollars.  The rating
is in line with Fitch's long-term foreign currency Issuer
Default Rating for Uruguay.  The Rating Outlook is Positive.

Fitch revised the Outlook on Uruguay's long-term foreign
currency Issuer Default Rating to Positive from Stable in May as
favorable international conditions and adherence to prudent
economic policies helped bring public and external debt ratios
down closer to 'B' levels. Refinancing requirements are
substantial and owed primarily in foreign currency, though
leaving the credit exposed to potential shocks should
international capital market conditions deteriorate.




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


PETROLEOS DE VENEZUELA: Mulls Domestic Issuance of Debt Bonds
-------------------------------------------------------------
Petroleos de Venezuela SA, the state oil company of Venezuela is
considering the possibility to issue debt bonds domestically to
fund oil plans in the nation, El Universal reports, citing
Rafael Ramirez -- the energy and petroleum minister of
Venezuela.

Minister Ramirez said in a press release, "A likely issuance of
bonds is under consideration.  This could be an opportunity to
increase domestic savings and curb liquidity."

El Universal relates that the finance ministry and the central
bank of Venezuela will coordinate the transaction.

Financial sources told El Universal that Petroleos de Venezuela
coud issue dollar-denominated bonds for purchase at VEB2,150 per
US dollar -- the official exchange rate.  Under this scheme,
investors could purchase US dollars amid stringent exchange
controls in force since 2003.

El Universal underscores that Petroleos de Venezuela, market in
a move that ended the state holding's obligations to the US
Securities and Exchange Commission, bought back US$83 million in
corporate debt in the US.

The foreign debt of Venezuela was US$3.16 billion in April 2006,
El Universal states, citing Eudomario Carrullo, the director of
Petroleos de Venezuela.

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: Seeks Oil & Political Accords with Angola
------------------------------------------------------
Venezuelan President Hugo Chavez, on his recently concluded
state tour, met with his Angolan counterpart Jose Eduardo dos
Santos to discuss oil and political cooperation, according to a
report from AFP news agency.

"We aim at establishing a political, social, oil and economic
cooperation," President Chavez was quoted by AFP as saying.  "I
am confident that this way we can continue on our path."

Meanwhile, the Angolan president has been satisfied with the
result of his meeting with President Chavez.  

"Mr. President, you can return pleased to your country.  Our
relations are to be reinforced," President dos Santos said,
according to El Universal.

                        *    *    *

Venezuela's foreign currency long-term debt is rated B1 by
Moody's, B+ by Standard & Poor's, and BB- by Fitch.


* IDB US$20-Million Project to Boost LatAm Infrastructure
---------------------------------------------------------
The Inter-American Development Bank has launched a new project
preparation fund that will catalize the development of critical
infrastructure projects in Latin America and the Caribbean, as
part of its effort to lend US$12 billion for such projects in
the next five years.

Latin America and the Caribbean suffer from a dearth of
investment in infrastructure that compromises the region's
economic and social progress and its ability to compete in a
globalized world. While countries like China are investing in
the order of 9% of GDP annually in infrastructure, most
countries in the region are dedicating 2% or less of GDP to this
crucial sector.  The IDB has identified the lack of funding for
project preparation as a major bottleneck for the much-needed
scaling up of infrastructure investment in the region.

In order to address this challenge, the IDB has committed US$20
million for the creation of a new Infrastructure Fund or
InfraFund. The InfraFund, which begins operations today, will
assist private, public and mixed-capital organizations in Latin
America and the Caribbean in the identification, development and
preparation of bankable and sustainable infrastructure projects
with real potential for achieving financial closure.

"There are plenty of infrastructure needs in the region, as well
as potential financial resources that could address these
needs," said IDB President Luis Alberto Moreno.  "The problem is
that these needs often aren't translated into viable projects
that can be financed.  This fund is intended to help close this
gap."

The resources of the InfraFund, which are available to
companies, governments and other entities in all 26 IDB regional
member countries, can be used to hire specialized consulting
services, conduct feasibility and other technical studies, and
carry out other activities directed to preparing infrastructure
projects for financing and completion.  While proposals for
financing can be submitted for all sectors, the Bank is
particularly interested in supporting projects that mobilize
private financing and promote public-private partnerships,
target high social impact sectors like water & sanitation and
transportation, and have a high probability of reaching
financial closing.  Resources will be available both on a
reimbursable and a non-reimbursable basis.

The InfraFund is open to funding from other donors, including
governments and state and multilateral agencies as well as
private concerns interested in investing in the infrastructure
sector in Latin America and the Caribbean.  The IDB expects that
its initial commitment to the InfraFund will have an important
catalytic effect in mobilizing additional resources for the
preparation of infrastructure projects in the region.


* 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.


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