TCRLA_Public/061011.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, October 11, 2006, Vol. 7, Issue 202

                          Headlines

A N T I G U A   &   B A R B U D A

BETONSPORTS: Has Not Paid Workers After Closure

A R G E N T I N A

BBVA BANCO FRANCES: Fitch Upgrades Individual Rating to D from E
BANCO HIPOTECARIO: S&P Ups Counterparty Credit Rating to B+
BANCO PATAGONIA: S&P Raises Counterparty Credit Rating to B+
BANCO RIO: Fitch Raises Individual Rating to D from E
CAJA DE VALORES: S&P Raises Counterparty Credit Rating to BB-/B

CAPEX SA: S&P Raises Counterparty Credit Rating to B from B-
CEREALES EL: Claims Verification Deadline Is Set for Nov. 27
COMPANIA DE TRANSPORTE: S&P Ups Counterparty Credit Rating to B
EMPRESA DISTRIBUIDORA: S&P Ups Counterparty Credit Rating to B-
ILATIN HOLDINGS: Trustee Verifies Proofs of Claim Until Dec. 28

M & V: Deadline for Verification of Claims Is Set for Nov. 24
MERIDIANO SA: Reorganization Proceeding Concluded
METROGAS SA: S&P Ups Counterparty Credit Rating to B- from CCC+
PETROBRAS ENERGIA: S&P Upgrades Counterparty Credit Rating to B+
PRO-ECO-NOR: Seeks for Court Approval to Reorganize Business

TELECOM ARGENTINA: S&P Upgrades Counterparty Credit Rating to B+
TELECOM PERSONAL: S&P Upgrades Counterparty Credit Rating to B+
TELEFONICA DE ARGENTINA: S&P Ups Foreign Currency Rating to B+
TELEFONICA HOLDING: S&P Raises Counterparty Credit Rating to B+
TRANSPORTADORA DE GAS: S&P Ups Counterparty Credit Rating to B

WEB ARGENTRUCK: Deadline for Claims Verification Is on Dec. 5

* PROVINCE OF BUENOS AIRES: Moody's Rates US$250MM Notes at B3
* PROVINCE OF BUENOS AIRES: S&P Assigns B+ Foreign Curr. Rating

B A H A M A S

COMPLETE RETREATS: Seeks Court Okay on Ableco Commitment Letter
COMPLETE RETREATS: Panel Gets More Time to Question DIP Loan
WINN-DIXIE: Court Grants Protective Order on Visagent Discovery

B E R M U D A

GLOBAL CROSSING: Joins Voice Peering Fabric Alliance
GLOBAL CROSSING: Launches Internet Protocol Version 6 with CSC
RENAISSANCE CAPITAL: Fitch Affirms BB- Issuer Default Rating

B O L I V I A

* BOLIVIA: Miners Clash Results to Villaroel & Rebollo Dismissal

B R A Z I L

ADVANCED MEDICAL: Fitch Affirms & Withdraws Low B Ratings
CHEMTURA CORP: Settles Federal Rubber Chemicals Suit for US$51MM
COMPANHIA SIDERURGICA: May Present Bid for Dutch Firm Corus
ST. JOHN KNITS: Moody's Assigns Loss-Given-Default Rating

C A Y M A N   I S L A N D S

CAPELLA FUND: Deadline for Proofs of Claim Filing Is on Nov. 2
CJ CAYMAN: Proofs of Claim Filing Deadline Is Set for Nov. 2
GLOBAL DIVERSIFIED: Proofs of Claim Must be Submitted by Nov. 2
GTR LTD: Creditors Have Until Nov. 2 to File Proofs of Claim
IJARA DIVERSIFIED: Final Shareholders Meeting Is Set for Nov. 1

MEMBERSHIP I: Filing of Proofs of Claim Is Until Nov. 2
PENTACLE CAPITAL: Creditors Must File Proofs of Claim by Nov. 2
REVLON (CAYMAN): Liquidator Presents Wind Up Accounts on Nov. 1
SAFI MONO: Deadline for Filing of Proofs of Claim Is on Nov. 2
URBANITY CAPITAL: Proofs of Claim Filing Deadline Is on Nov. 2

C H I L E

CONSTELLATION BRANDS: Earns US$68.4MM for Quarter Ended Aug. 31
CONSTELLATION BRANDS: Moody's Assigns Loss-Given-Default Rating

C O L O M B I A

BANCO DE BOGOTA: Will Participate in Banco del Cafe Auction
BANCO DEL CAFE: Davivienda Will Participate in Company's Auction

C O S T A   R I C A

* COSTA RICA: State Firm Sells Electrical Energy to Nicaragua

D O M I N I C A N   R E P U B L I C

BANCO BHD: Says Free Trade with US Could Close Local Businesses

E C U A D O R

BEARINGPOINT INC: In Default on US$200 Mil. Bonds, Court Says
BEARINGPOINT: Moody's Cuts Ratings on US$450 Million Bonds to B3
BEARINGPOINT INC: S&P Holds Corp. Credit & Debt Ratings on Watch

* ECUADOR: Junks IMF's Suggestion on Paying Off Court Ruling

H A I T I

* HAITI: US Trade Bill for Haiti to be Voted by End of 2006

H O N D U R A S

* HONDURAS: Japan Forgives Nation's Outstanding Debts

J A M A I C A

DIGICEL LTD: Offering New Service to Residential Clients in 2007
NATIONAL COMMERCIAL: Enters Partnership with Jamaica Customs
SUGAR COMPANY: All-Island Jamaica Finds New Bidding Partner

* JAMAICA: Moody's Says Slow Growth Complicates Debt Dynamics

M E X I C O

BALLY TOTAL: June 30 Stockholders' Deficit Tops US$1.4 Billion
BALLY TOTAL: S&P Affirms CCC Corporate Credit Rating
CINEMARK INC: S&P Lowers Corporate Credit Rating to B from B+
FORD MOTOR: Taps UBS to Filter Aston Martin Bids
GENERAL MOTORS: S&P Holds Negwatch on Ratings After Talks Ended

TOWER AUTO: Tower Mexico Wants Grupo Proeza Complaint Sustained

* MEXICO: U.S. Companies Sell US$1B of Equipment to Pemex

N I C A R A G U A

* NICARAGUA: Buys Electrical Energy from Costa Rican State Co.

P A N A M A

CHIQUITA BRANDS: Initiates Organizational Changes

P E R U

* PERU: Mining Sector Positively Impacts Nation's Exports
* PERU: Sets Agenda for Telefonica del Peru Contract Talks
* PERU: Will Start Shipping Banana Chips to U.S. & Europe

P U E R T O   R I C O

ADVANCE AUTO: Refinances Secured Credit Facility
CENTENNIAL COMMS: Aug. 31 Balance Sheet Upside-Down by US$1.06BB
DRESSER INC: Receives Necessary Consents to Amend Indenture
MAIDENFORM BRANDS: Moody's Assigns Loss-Given-Default Rating
WARNER CHILCOTT: Moody's Affirms B2 Corporate Family Rating

V E N E Z U E L A

PEABODY ENERGY: S&P Rates US$900 Mil. Sr. Unsecured Notes at BB
PETROLEOS DE VENEZUELA: S&P Holds B+ Debt Rating on Credit Watch
SHAW GROUP: Plans to Join Toshiba in Westinghouse Acquisition
UNIVERSAL COMPRESSION: Commencing Public Offering of 5.5MM Units

* PwC Appoints Javier Rubinstein as Global General Counsel
* Large Companies with Insolvent Balance Sheets


                          - - - - -


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


BETONSPORTS: Has Not Paid Workers After Closure
-----------------------------------------------
BetOnSports has not paid its employees after it announced the
closure of its Costa Rica and Antigua units in August, Inside
Costa Rica reports.

Inside Costa Rica relates that BetOnSports was expected to make
the payment within weeks of closing.  The company has said it
would make good on its commitment to pay its workers.

However, almost two months have passed and no payment was made
to the workers, Inside Costa Rica notes.

Yohan Camacho, one of the former workers of BetOnSports, told La
Nacion, "As far as I know we are all in the same situation.  No
one has been paid.  When asked, we are told that no one knows
when payment will happen."

Some of the workers have decided to buy out assets in lieu of
payment as BetOnSports continues to liquidate.  Others are
considering legal options, Inside Costa Rica says, citing Mr.
Camacho.

According to Inside Costa Rica, former employees earned well
working at BetOnSports and finding another equal paying job is
difficult or impossible.  Some workers got into debt, buying
vehicles, real estate and running up their credit cards and now
are struggling to meet their obligations.

Franciso Conejo, the legal representative of BetOnSports, told
Inside Costa Rica that the firm will make good and pay everyone
but is asking for patience.  

BetOnSports is asking for 90 days and it hasn't even been 60
days since the closure, Inside Costa Rica says, citing Mr.
Conejo.  

The Ministerio de Trabajo, which has been in contact with
BetOnSports, confirmed to Inside Costa Rica that the company has
intentions to pay.  

The Ministerio de Trabajo told Inside Costa Rica that it has not
received any complaints from former workers.

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.  The group is facing class actions in the  
United States.  The class action suits have not yet crippled the
company financially but its shares in the London Stock Exchange
have been suspended from trading.




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


BBVA BANCO FRANCES: Fitch Upgrades Individual Rating to D from E
----------------------------------------------------------------
Fitch Ratings has upgraded BBVA Banco Frances S.A.'s ratings as
follows:

   -- Individual to 'D' from 'E';

   -- Long-term national ratings to 'AA-(arg)' from 'A+(arg)';
      and

   -- Subordinated debt national rating to 'A+(arg)' from
      'A(arg)'.

Fitch also affirms the following ratings:

   -- Support '5'; and
   -- Short-term national ratings 'A1(arg)'.

The Rating Outlook remains Stable.

The ratings reflect Frances' solid franchise in Argentina, the
steady improvement of its profitability and balance sheet
integrity and its good liquidity and asset quality.  They also
take into account its ownership by Spain's Banco Bilbao Vizcaya
Argentaria ('BBVA', rated 'AA-' by Fitch), as well as its still
high exposure to the public sector and the operating environment
remaining potentially volatile, in spite of its sustained
improvement.

As with many of its peers, Frances' profitability is improving
and 2005 was the first year with profits since the 2001 crisis.  
This improvement is mainly based on stronger operating revenues,
significant inflation adjustments on certain assets, and higher
results from its government bonds portfolio.  Fitch expects
profitability to keep improving if the healthier economy
consolidates and loan demand continues strong.

Although Frances has been actively reducing its public sector
exposure, at 43% of total assets and four times its equity it is
still significant.  Excluding Argentine Central Bank (BCRA)
securities held for liquidity purposes, the exposure falls to a
still considerable 25% of assets and was largely marked to
market at end-June 2006. This exposure should continue falling
as the activity with the private sector rises.

Lending to the private sector has been growing very rapidly but
still accounts for a low 31% of assets.  In common with its
peers, Frances' non-performing loans have substantially
decreased and are at historical lows (Q206: 1.2%); loan loss
reserve coverage was a high 200%.

Liquidity is ample, backed by continued deposit growth.  In 2005
the bank pre-paid its crisis-related BCRA liabilities.  External
USD debt, mainly with BBVA, has also been reduced.  Frances'
capital adequacy has been supported by the capitalization of
subordinated debt with BBVA, among other measures.  Its
equity/assets ratio was a satisfactory 10.6% at end-Q206.

Frances was the largest private sector bank by deposits at end-
2005 and had one of the largest branch networks in Argentina.  
It also holds 53.9% of Consolidar AFJP, a leading pension fund
management company. Spain's BBVA held a 75.97% stake at end of
June 2006; the remainder is widely held.


BANCO HIPOTECARIO: S&P Ups Counterparty Credit Rating to B+
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit ratings on Banco Hipotecario S.A. and Banco
Patagonia S.A. to 'B+' from 'B'.  It also raised its
counterparty credit rating on Caja de Valores S.A. to 'BB-/B'
from 'B+/B' and removed those ratings from CreditWatch with
positive implications, where they were placed March 23, 2006.  
The outlook on all three entities is stable.

"The rating actions follow the upgrade of the Republic of
Argentina to 'B+' from 'B' announced on Oct. 2, 2006," said
Standard & Poor's credit analyst Marta Castelli.

Together with the sovereign upgrade, the transfer and
convertibility risk for Argentina was raised to 'BB' from 'BB-',
reflecting our perception that the government's willingness to
intervene in the foreign exchange market has reduced
consistently with its stronger repayment ability.

The upgrade of Argentina reflects improvements in the country's
external liquidity and a falling debt burden.  Impressive
current account and fiscal surpluses, combined with rapid and
broad-based GDP growth in recent years, have strengthened the
sovereign's financial profile.  At the same time, the stable
outlook is based on the expectation of favorable economic
performance in 2006 and in 2007, with continued good GDP growth
and fiscal and current account surpluses.

The upgrade of Banco Hipotecario and Banco Patagonia reflects
the close linkage between the credit quality of the sovereign
and that of its financial system.  Specifically, the more benign
local operating environment coupled with the efforts made by the
financial institutions in the country to clean up their balance
sheets and increase intermediation has resulted in the
continuing recovery of the local financial system.  Lending to
the private sector has been increasing significantly, asset
quality has improved, and capitalization levels have increased
thanks to positive results and capital injections. Though still
high, the financial system's exposure to the sovereign has also
reduced, while almost all of the institutions have paid in full
the assistance provided by the Central Bank of Argentina in
context of the 2002 financial crisis.  Nevertheless, the banking
system still faces the challenges of consolidating revenues from
intermediation activities, lowering the impact of revenues from
public sector assets, and reducing the mismatches that expose
the system to the evolution of macroeconomic variables.  
Standard & Poor's believes that the improved economic context
will allow the banking system to further increase
intermediation, improving its revenue base and reducing the
effect of the mentioned mismatches.

Increased market activity and better economic fundamentals in
Argentina -- reflected in the upgrade on the Republic of
Argentina -- have allowed Caja de Valores S.A. to improve its
business and financial profiles, show increased trading volumes,
and strengthen profitability and capitalization measures.


BANCO PATAGONIA: S&P Raises Counterparty Credit Rating to B+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit ratings on Banco Hipotecario S.A. and Banco
Patagonia S.A. to 'B+' from 'B'.  It also raised its
counterparty credit rating on Caja de Valores S.A. to 'BB-/B'
from 'B+/B' and removed those ratings from CreditWatch with
positive implications, where they were placed March 23, 2006.  
The outlook on all three entities is stable.

"The rating actions follow the upgrade of the Republic of
Argentina to 'B+' from 'B' announced on Oct. 2, 2006," said
Standard & Poor's credit analyst Marta Castelli.

Together with the sovereign upgrade, the transfer and
convertibility risk for Argentina was raised to 'BB' from 'BB-',
reflecting our perception that the government's willingness to
intervene in the foreign exchange market has reduced
consistently with its stronger repayment ability.

The upgrade of Argentina reflects improvements in the country's
external liquidity and a falling debt burden.  Impressive
current account and fiscal surpluses, combined with rapid and
broad-based GDP growth in recent years, have strengthened the
sovereign's financial profile.  At the same time, the stable
outlook is based on the expectation of favorable economic
performance in 2006 and in 2007, with continued good GDP growth
and fiscal and current account surpluses.

The upgrade of Banco Hipotecario and Banco Patagonia reflects
the close linkage between the credit quality of the sovereign
and that of its financial system.  Specifically, the more benign
local operating environment coupled with the efforts made by the
financial institutions in the country to clean up their balance
sheets and increase intermediation has resulted in the
continuing recovery of the local financial system.  Lending to
the private sector has been increasing significantly, asset
quality has improved, and capitalization levels have increased
thanks to positive results and capital injections. Though still
high, the financial system's exposure to the sovereign has also
reduced, while almost all of the institutions have paid in full
the assistance provided by the Central Bank of Argentina in
context of the 2002 financial crisis.  Nevertheless, the banking
system still faces the challenges of consolidating revenues from
intermediation activities, lowering the impact of revenues from
public sector assets, and reducing the mismatches that expose
the system to the evolution of macroeconomic variables.  
Standard & Poor's believes that the improved economic context
will allow the banking system to further increase
intermediation, improving its revenue base and reducing the
effect of the mentioned mismatches.

Increased market activity and better economic fundamentals in
Argentina -- reflected in the upgrade on the Republic of
Argentina -- have allowed Caja de Valores S.A. to improve its
business and financial profiles, show increased trading volumes,
and strengthen profitability and capitalization measures.


BANCO RIO: Fitch Raises Individual Rating to D from E
-----------------------------------------------------
Fitch Ratings has upgraded Banco Rio de la Plata S.A. as
follows:

   -- Individual to 'D' from 'E'; and
   -- Long term national ratings to 'AA-(arg)' from 'A+(arg)'.

Fitch also affirms the following ratings:

   -- Support '5'; and
   -- Short term national ratings 'A1(arg)'.

The Rating Outlook remains Stable.

Banco Rio's ratings reflect its good franchise in Argentina, the
balance sheet clean-up it undertook in 2005, its sound asset
quality and satisfactory liquidity.  They also take into account
ownership by Spain's Banco Santander Central Hispano (BSCH,
rated 'AA' by Fitch), as well as an uncertain operating
environment in Argentina, in spite of its sustained improvement.

In first-half 2006, Banco Rio returned to an acceptable level of
profitability after losses suffered in 2005 due to the extensive
reduction of public sector exposure.  Operating revenues have
evolved well, in line with its increased activity with the
private sector. Revenue generation should continue growing and
profitability improving if the economy consolidates current
growth.

Banco Rio has significantly reduced its public sector exposure,
which represented 27% of assets at end-1H'06 (58.3% at end-2003)
and was almost entirely marked to market.  This domestic
exposure is still considerable and represented more than three
times Banco Rio's equity, but should continue falling as growth
from private sector continues.

Lending to the private sector has steadily grown but still
accounts for only 49% of assets.  As with most of its peers,
Banco Rio's asset quality has radically improved due to high
recoveries, chargeoffs, restructurings, loan sales, and the
benefit from rapid loan growth. Non-performing loans were 0.8%
of the total (2003: 38%), at historically low levels.  Loan
growth has been very rapid from a low base, and is expected to
continue apace, raising the challenge of maintaining asset
quality as the portfolio seasons.

Banco Rio's funding was comprised primarily of deposits.  Banco
Rio has prepaid most of its restructured foreign debt and
cancelled its crisis-related liabilities with the Argentine
Central Bank in 2005.

Capitalization of subordinated debt with BSCH totaling US$530
million since 2003 (US$370 million in February 2005 to
compensate for the 2005 losses) has supported Rio's
capitalization.  Its equity/assets ratio was an acceptable 7.7%
at end-1Q'06 (equity/risk weighted assets: 10.2%).

Funded in 1908, Banco Rio is now 99.30% owned by BSCH. It is a
universal bank, offering a wide range of financial services
through its 207 branches.  It was Argentina's fourth-largest
bank by deposits at end-May 2006, with a 6.8% market share.


CAJA DE VALORES: S&P Raises Counterparty Credit Rating to BB-/B
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit ratings on Banco Hipotecario S.A. and Banco
Patagonia S.A. to 'B+' from 'B'.  It also raised its
counterparty credit rating on Caja de Valores S.A. to 'BB-/B'
from 'B+/B' and removed those ratings from CreditWatch with
positive implications, where they were placed March 23, 2006.  
The outlook on all three entities is stable.

"The rating actions follow the upgrade of the Republic of
Argentina to 'B+' from 'B' announced on Oct. 2, 2006," said
Standard & Poor's credit analyst Marta Castelli.

Together with the sovereign upgrade, the transfer and
convertibility risk for Argentina was raised to 'BB' from 'BB-',
reflecting our perception that the government's willingness to
intervene in the foreign exchange market has reduced
consistently with its stronger repayment ability.

The upgrade of Argentina reflects improvements in the country's
external liquidity and a falling debt burden.  Impressive
current account and fiscal surpluses, combined with rapid and
broad-based GDP growth in recent years, have strengthened the
sovereign's financial profile.  At the same time, the stable
outlook is based on the expectation of favorable economic
performance in 2006 and in 2007, with continued good GDP growth
and fiscal and current account surpluses.

The upgrade of Banco Hipotecario and Banco Patagonia reflects
the close linkage between the credit quality of the sovereign
and that of its financial system.  Specifically, the more benign
local operating environment coupled with the efforts made by the
financial institutions in the country to clean up their balance
sheets and increase intermediation has resulted in the
continuing recovery of the local financial system.  Lending to
the private sector has been increasing significantly, asset
quality has improved, and capitalization levels have increased
thanks to positive results and capital injections. Though still
high, the financial system's exposure to the sovereign has also
reduced, while almost all of the institutions have paid in full
the assistance provided by the Central Bank of Argentina in
context of the 2002 financial crisis.  Nevertheless, the banking
system still faces the challenges of consolidating revenues from
intermediation activities, lowering the impact of revenues from
public sector assets, and reducing the mismatches that expose
the system to the evolution of macroeconomic variables.  
Standard & Poor's believes that the improved economic context
will allow the banking system to further increase
intermediation, improving its revenue base and reducing the
effect of the mentioned mismatches.

Increased market activity and better economic fundamentals in
Argentina -- reflected in the upgrade on the Republic of
Argentina -- have allowed Caja de Valores S.A. to improve its
business and financial profiles, show increased trading volumes,
and strengthen profitability and capitalization measures.


CAPEX SA: S&P Raises Counterparty Credit Rating to B from B-
------------------------------------------------------------
Standard & Poor's Ratings Services raised Capex S.A.'s
counterparty credit rating to B/Stable/-- from B-/Stable.

The rating actions follow the upgrade of the Republic of
Argentina to 'B+' from 'B', announced on Oct. 2, 2006.  

Together with the sovereign upgrade, the transfer and
convertibility risk for Argentina was raised to 'BB' from 'BB-',
reflecting our perception that the government's willingness to
intervene in the foreign exchange market has reduced
consistently with its stronger repayment ability.  

The upgrade of Argentina reflects improvements in the country's
external liquidity and a falling debt burden.  Impressive
current account and fiscal surpluses, combined with rapid and
broad-based GDP growth in recent years, have strengthened the
sovereign's financial profile.  At the same time, the stable
outlook is based on our expectation of favorable economic
performance in 2006 and in 2007, with continued good GDP growth
and fiscal and current account surpluses.

"Continued economic growth and higher financial flexibility at
the sovereign level provide a more favorable scenario for
companies operating in Argentina.  As a result, a wide range of
entities have improved their financial profiles, increasing cash
flows and reducing debt," said Standard & Poor's credit analyst
Marta Castelli.  Nevertheless, we believe sustainable and stable
growth depends on greater regulatory certainty, taking steps to
avoid a possible energy shortage, and improving the business
climate for long-term investment.  In that context, the rating
upside for Argentine companies remains limited both by the
institutional environment in the country and by the exposure of
certain companies and sectors to specific factors such as
regulatory uncertainty, energy dependency, price controls, and
debt-revenue currency mismatch.

"In particular, regulated entities continue to face regulatory
uncertainties.  In some cases, changes such as tariff increases
are needed to recompose their economic equilibrium, while in
others, new potential regulations may negatively affect an
improving but still fragile financial situation," added Standard
& Poor's credit analyst Pablo Lutereau.  Consequently, standard
& Poor's analyzes regulated operators on a case-by-case basis,
factoring in their own specific financial and debt profiles and
the particular exposure that their sector faces to those risks.  
For example, gas and electricity distribution companies, whose
customers are the final consumers, face more regulatory risk
than transmission or transportation companies, as their tariffs
are a only small portion of the price paid by the user and
therefore have a lower impact on the public's perception and on
inflation measures.

The upgrade of CAPEX S.A. to 'B' from 'B-' reflects Standard &
Poor's conclusion that the companies' manageable debt maturities
in the next three years and medium-term prospects of growing
demand should derive from credit measures adequate for the
rating category and partially offset some of the regulatory
uncertainties that continue affecting the electric sector in
Argentina.  This is particularly relevant for distribution
companies given their contractual obligation to satisfy demand
within their service areas.  Although Edenor's preliminary
agreement with Uniren (the governmental entity in charge of the
renegotiation of concession contracts) incorporates certain
language that could partially mitigate this situation, it is not
clear if a lack of supply on the generation side by the
distribution companies as a force majeure event, relieving them
from potential high penalties.  Transmission and generation
companies would be relatively more protected under a scenario of
service interruptions because they represent an operating cost
for electric distribution companies, and risk of nonpayment is
unlikely as long as the distribution companies operate.  
However, generation companies could continue facing the risk of
some mandatory investments.


CEREALES EL: Claims Verification Deadline Is Set for Nov. 27
------------------------------------------------------------
Jorge Stanislavsky, the court-appointed trustee for Cereales El
Valle S.A.'s bankruptcy case, will verify creditors' proofs of
claim until Nov. 27, 2006.

Under the Argentine bankruptcy law, Mr. Stanislavsky is required
to present the validated claims in court as individual reports.  
Court No. 10 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 Cereales el Valle
and its creditors.

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

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

Cereales El Valle was forced into bankruptcy at the behest of
Gestisur Cooperativa Ltda., which it owes US$12,247.85.

Clerk No. 20 assists the court in the proceeding.

The debtor can be reached at:

          Cereales El Valle S.A.
          Corrientes 2335
          Buenos Aires, Argentina  

The trustee can be reached at:

          Jorge Stanislavsky
          Talcahuano 768
          Buenos Aires, Argentina


COMPANIA DE TRANSPORTE: S&P Ups Counterparty Credit Rating to B
---------------------------------------------------------------
Standard & Poor's Ratings Services raised Compania De Transporte
De Energia Electrica En Alta Tension Transener S.A.'s
counterparty credit rating to B/Stable/-- from B-/Stable.

The rating actions follow the upgrade of the Republic of
Argentina to 'B+' from 'B', announced on Oct. 2, 2006.  

Together with the sovereign upgrade, the transfer and
convertibility risk for Argentina was raised to 'BB' from 'BB-',
reflecting our perception that the government's willingness to
intervene in the foreign exchange market has reduced
consistently with its stronger repayment ability.  

The upgrade of Argentina reflects improvements in the country's
external liquidity and a falling debt burden.  Impressive
current account and fiscal surpluses, combined with rapid and
broad-based GDP growth in recent years, have strengthened the
sovereign's financial profile.  At the same time, the stable
outlook is based on our expectation of favorable economic
performance in 2006 and in 2007, with continued good GDP growth
and fiscal and current account surpluses.

"Continued economic growth and higher financial flexibility at
the sovereign level provide a more favorable scenario for
companies operating in Argentina.  As a result, a wide range of
entities have improved their financial profiles, increasing cash
flows and reducing debt," said Standard & Poor's credit analyst
Marta Castelli.  Nevertheless, we believe sustainable and stable
growth depends on greater regulatory certainty, taking steps to
avoid a possible energy shortage, and improving the business
climate for long-term investment.  In that context, the rating
upside for Argentine companies remains limited both by the
institutional environment in the country and by the exposure of
certain companies and sectors to specific factors such as
regulatory uncertainty, energy dependency, price controls, and
debt-revenue currency mismatch.

"In particular, regulated entities continue to face regulatory
uncertainties.  In some cases, changes such as tariff increases
are needed to recompose their economic equilibrium, while in
others, new potential regulations may negatively affect an
improving but still fragile financial situation," added Standard
& Poor's credit analyst Pablo Lutereau.  Consequently, standard
& Poor's analyzes regulated operators on a case-by-case basis,
factoring in their own specific financial and debt profiles and
the particular exposure that their sector faces to those risks.  
For example, gas and electricity distribution companies, whose
customers are the final consumers, face more regulatory risk
than transmission or transportation companies, as their tariffs
are a only small portion of the price paid by the user and
therefore have a lower impact on the public's perception and on
inflation measures.

The upgrade of Compania de Transporte de Energia Electrica en
Alta Tension Transener S.A. to 'B' from 'B-' reflects Standard &
Poor's conclusion that the companies' manageable debt maturities
in the next three years and medium-term prospects of growing
demand should derive from credit measures adequate for the
rating category and partially offset some of the regulatory
uncertainties that continue affecting the electric sector in
Argentina.  This is particularly relevant for distribution
companies given their contractual obligation to satisfy demand
within their service areas.  Although Edenor's preliminary
agreement with Uniren (the governmental entity in charge of the
renegotiation of concession contracts) incorporates certain
language that could partially mitigate this situation, it is not
clear if a lack of supply on the generation side by the
distribution companies as a force majeure event, relieving them
from potential high penalties.  Transmission and generation
companies would be relatively more protected under a scenario of
service interruptions because they represent an operating cost
for electric distribution companies, and risk of nonpayment is
unlikely as long as the distribution companies operate.  
However, generation companies could continue facing the risk of
some mandatory investments.


EMPRESA DISTRIBUIDORA: S&P Ups Counterparty Credit Rating to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised Empresa Distribuidora
y Comercializadora Norte S.A. aka Edenor's counterparty credit
rating to B-/Stable/-- from CCC+/Stable.

The rating actions follow the upgrade of the Republic of
Argentina to 'B+' from 'B', announced on Oct. 2, 2006.  

Together with the sovereign upgrade, the transfer and
convertibility risk for Argentina was raised to 'BB' from 'BB-',
reflecting our perception that the government's willingness to
intervene in the foreign exchange market has reduced
consistently with its stronger repayment ability.  

The upgrade of Argentina reflects improvements in the country's
external liquidity and a falling debt burden.  Impressive
current account and fiscal surpluses, combined with rapid and
broad-based GDP growth in recent years, have strengthened the
sovereign's financial profile.  At the same time, the stable
outlook is based on our expectation of favorable economic
performance in 2006 and in 2007, with continued good GDP growth
and fiscal and current account surpluses.

"Continued economic growth and higher financial flexibility at
the sovereign level provide a more favorable scenario for
companies operating in Argentina.  As a result, a wide range of
entities have improved their financial profiles, increasing cash
flows and reducing debt," said Standard & Poor's credit analyst
Marta Castelli.  Nevertheless, we believe sustainable and stable
growth depends on greater regulatory certainty, taking steps to
avoid a possible energy shortage, and improving the business
climate for long-term investment.  In that context, the rating
upside for Argentine companies remains limited both by the
institutional environment in the country and by the exposure of
certain companies and sectors to specific factors such as
regulatory uncertainty, energy dependency, price controls, and
debt-revenue currency mismatch.

"In particular, regulated entities continue to face regulatory
uncertainties.  In some cases, changes such as tariff increases
are needed to recompose their economic equilibrium, while in
others, new potential regulations may negatively affect an
improving but still fragile financial situation," added Standard
& Poor's credit analyst Pablo Lutereau.  Consequently, standard
& Poor's analyzes regulated operators on a case-by-case basis,
factoring in their own specific financial and debt profiles and
the particular exposure that their sector faces to those risks.  
For example, gas and electricity distribution companies, whose
customers are the final consumers, face more regulatory risk
than transmission or transportation companies, as their tariffs
are a only small portion of the price paid by the user and
therefore have a lower impact on the public's perception and on
inflation measures.

The upgrades of Empresa Distribuidora Y Comercializadora Norte
S.A. aka Edenor to 'B-' from 'CCC+' reflects Standard & Poor's
conclusion that the companies' manageable debt maturities in the
next three years and medium-term prospects of growing demand
should derive from credit measures adequate for the rating
category and partially offset some of the regulatory
uncertainties that continue affecting the electric sector in
Argentina.  This is particularly relevant for distribution
companies given their contractual obligation to satisfy demand
within their service areas. Although Edenor's preliminary
agreement with Uniren (the governmental entity in charge of the
renegotiation of concession contracts) incorporates certain
language that could partially mitigate this situation, it is not
clear if a lack of supply on the generation side by the
distribution companies as a force majeure event, relieving them
from potential high penalties.  Transmission and generation
companies would be relatively more protected under a scenario of
service interruptions because they represent an operating cost
for electric distribution companies, and risk of nonpayment is
unlikely as long as the distribution companies operate.  
However, generation companies could continue facing the risk of
some mandatory investments.


ILATIN HOLDINGS: Trustee Verifies Proofs of Claim Until Dec. 28
---------------------------------------------------------------
Abraham Yalovetzky, the court-appointed trustee for Ilatin
Holdings Argentina S.A.'s bankruptcy proceeding, verifies
creditors' proofs of claim until Dec. 28, 2006.

Under the Argentine bankruptcy law, Mr. Yalovetzky is required
to present the validated claims in court as individual reports.  
Court No. 8 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 Ilatin Holdings and
its creditors.

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

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

Ilatin Holdings was forced into bankruptcy at the behest of
Marcelo Enrique Gonzalez, whom it owes US$165,211.53.

Clerk No. 16 assists the court in the proceeding.

The debtor can be reached at:

          Ilatin Holdings Argentina S.A.
          Corrientes 753
          Buenos Aires, Argentina  

The trustee can be reached at:

          Abraham Yalovetzky
          Uruguay 560
          Buenos Aires, Argentina


M & V: Deadline for Verification of Claims Is Set for Nov. 24
-------------------------------------------------------------
Juan Carlos Alcuaz, the court-appointed trustee for M & V S.A.'s
bankruptcy case, will verify creditors' proofs of claim until
Nov. 24, 2006.

Under the Argentine bankruptcy law, Mr. Alcuaz is required to
present the validated claims in court as individual reports.  
Court No. 8 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 M & V and its
creditors.

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

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

M & V was forced into bankruptcy at the behest of Colivie S.A.,
which it owes US$19,743.52.

Clerk No. 15 assists the court in the proceeding.

The debtor can be reached at:

          M & V S.A.
          Avenida Francisco Beiro 2503
          Buenos Aires, Argentina  

The trustee can be reached at:

          Juan Carlos Alcuaz
          Avenida Cordoba 1522
          Buenos Aires, Argentina


MERIDIANO SA: Reorganization Proceeding Concluded
-------------------------------------------------
Meridiano S.A.'s reorganization proceeding has ended.  Data
published by Infobae on its Web site indicated that the process
was concluded after a court in General San Martin, Mendoza,
approved the debt agreement signed between the company and its
creditors.


METROGAS SA: S&P Ups Counterparty Credit Rating to B- from CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised Metrogas S.A.'s
counterparty credit rating to B-/Stable/-- from CCC+/Stable.

Standard & Poor's Ratings Services raised its ratings on several
Argentine entities.

The rating actions follow the upgrade of the Republic of
Argentina to 'B+' from 'B', announced on Oct. 2, 2006.  

Together with the sovereign upgrade, the transfer and
convertibility risk for Argentina was raised to 'BB' from 'BB-',
reflecting our perception that the government's willingness to
intervene in the foreign exchange market has reduced
consistently with its stronger repayment ability.  

The upgrade of Argentina reflects improvements in the country's
external liquidity and a falling debt burden.  Impressive
current account and fiscal surpluses, combined with rapid and
broad-based GDP growth in recent years, have strengthened the
sovereign's financial profile.  At the same time, the stable
outlook is based on our expectation of favorable economic
performance in 2006 and in 2007, with continued good GDP growth
and fiscal and current account surpluses.

"Continued economic growth and higher financial flexibility at
the sovereign level provide a more favorable scenario for
companies operating in Argentina.  As a result, a wide range of
entities have improved their financial profiles, increasing cash
flows and reducing debt," said Standard & Poor's credit analyst
Marta Castelli. Nevertheless, we believe sustainable and stable
growth depends on greater regulatory certainty, taking steps to
avoid a possible energy shortage, and improving the business
climate for long-term investment. In that context, the rating
upside for Argentine companies remains limited both by the
institutional environment in the country and by the exposure of
certain companies and sectors to specific factors such as
regulatory uncertainty, energy dependency, price controls, and
debt-revenue currency mismatch.

"In particular, regulated entities continue to face regulatory
uncertainties.  In some cases, changes such as tariff increases
are needed to recompose their economic equilibrium, while in
others, new potential regulations may negatively affect an
improving but still fragile financial situation," added Standard
& Poor's credit analyst Pablo Lutereau.  Consequently, standard
& Poor's analyzes regulated operators on a case-by-case basis,
factoring in their own specific financial and debt profiles and
the particular exposure that their sector faces to those risks.  
For example, gas and electricity distribution companies, whose
customers are the final consumers, face more regulatory risk
than transmission or transportation companies, as their tariffs
are a only small portion of the price paid by the user and
therefore have a lower impact on the public's perception and on
inflation measures.

The upgrade of Metrogas S.A. to 'B-' from 'CCC+' reflects our
conclusion that the company's favorable debt maturity schedule,
together with medium-term prospects of growing demand, partially
offset some of the regulatory uncertainties that continue
affecting the natural gas utilities in Argentina.


PETROBRAS ENERGIA: S&P Upgrades Counterparty Credit Rating to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised Petrobras Energia
S.A.'s foreign currency counterparty credit rating to
B+/Stable/-- from B/Stable.

The rating actions follow the upgrade of the Republic of
Argentina to 'B+' from 'B', announced on Oct. 2, 2006.  

Together with the sovereign upgrade, the transfer and
convertibility risk for Argentina was raised to 'BB' from 'BB-',
reflecting our perception that the government's willingness to
intervene in the foreign exchange market has reduced
consistently with its stronger repayment ability.  

The upgrade of Argentina reflects improvements in the country's
external liquidity and a falling debt burden.  Impressive
current account and fiscal surpluses, combined with rapid and
broad-based GDP growth in recent years, have strengthened the
sovereign's financial profile.  At the same time, the stable
outlook is based on our expectation of favorable economic
performance in 2006 and in 2007, with continued good GDP growth
and fiscal and current account surpluses.

"Continued economic growth and higher financial flexibility at
the sovereign level provide a more favorable scenario for
companies operating in Argentina.  As a result, a wide range of
entities have improved their financial profiles, increasing cash
flows and reducing debt," said Standard & Poor's credit analyst
Marta Castelli. Nevertheless, we believe sustainable and stable
growth depends on greater regulatory certainty, taking steps to
avoid a possible energy shortage, and improving the business
climate for long-term investment. In that context, the rating
upside for Argentine companies remains limited both by the
institutional environment in the country and by the exposure of
certain companies and sectors to specific factors such as
regulatory uncertainty, energy dependency, price controls, and
debt-revenue currency mismatch.

"In particular, regulated entities continue to face regulatory
uncertainties.  In some cases, changes such as tariff increases
are needed to recompose their economic equilibrium, while in
others, new potential regulations may negatively affect an
improving but still fragile financial situation," added Standard
& Poor's credit analyst Pablo Lutereau.  Consequently, standard
& Poor's analyzes regulated operators on a case-by-case basis,
factoring in their own specific financial and debt profiles and
the particular exposure that their sector faces to those risks.  
For example, gas and electricity distribution companies, whose
customers are the final consumers, face more regulatory risk
than transmission or transportation companies, as their tariffs
are a only small portion of the price paid by the user and
therefore have a lower impact on the public's perception and on
inflation measures.

The upgrade of Petrobras Energia S.A. to 'B+' from 'B' mainly
reflects Standard & Poor's perception that short- to medium-term
positive price prospects and positive economic growth
expectations in Argentina create more economic incentives for
the parent, Brazil-based Petroleo Brasileiro S.A. aka Petrobras,
to support its subsidiary.


PRO-ECO-NOR: Seeks for Court Approval to Reorganize Business
------------------------------------------------------------
Court No. 17 in Buenos Aires is studying the merits of Pro-Eco-
Nor S.A.'s petition to reorganize its business after it stopped
paying its obligations on April 2006.

The petition, once approved by the court, will allow Pro-Eco-Nor
to negotiate a settlement plan with its creditors in order to
avoid a straight liquidation.

Clerk No. 34 assists the court in the case.

The debtor can be reached at:

          Pro-Eco-Nor S.A.
          Lavalle 1537
          Buenos Aires, Argentina


TELECOM ARGENTINA: S&P Upgrades Counterparty Credit Rating to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised Telecom Argentina
S.A.'s counterparty credit rating to B+/Stable/-- from
B/Stable--.

The rating actions follow the upgrade of the Republic of
Argentina to 'B+' from 'B', announced on Oct. 2, 2006.  

Together with the sovereign upgrade, the transfer and
convertibility risk for Argentina was raised to 'BB' from 'BB-',
reflecting our perception that the government's willingness to
intervene in the foreign exchange market has reduced
consistently with its stronger repayment ability.  

The upgrade of Argentina reflects improvements in the country's
external liquidity and a falling debt burden.  Impressive
current account and fiscal surpluses, combined with rapid and
broad-based GDP growth in recent years, have strengthened the
sovereign's financial profile.  At the same time, the stable
outlook is based on our expectation of favorable economic
performance in 2006 and in 2007, with continued good GDP growth
and fiscal and current account surpluses.

"Continued economic growth and higher financial flexibility at
the sovereign level provide a more favorable scenario for
companies operating in Argentina.  As a result, a wide range of
entities have improved their financial profiles, increasing cash
flows and reducing debt," said Standard & Poor's credit analyst
Marta Castelli.  Nevertheless, we believe sustainable and stable
growth depends on greater regulatory certainty, taking steps to
avoid a possible energy shortage, and improving the business
climate for long-term investment.  In that context, the rating
upside for Argentine companies remains limited both by the
institutional environment in the country and by the exposure of
certain companies and sectors to specific factors such as
regulatory uncertainty, energy dependency, price controls, and
debt-revenue currency mismatch.

"In particular, regulated entities continue to face regulatory
uncertainties.  In some cases, changes such as tariff increases
are needed to recompose their economic equilibrium, while in
others, new potential regulations may negatively affect an
improving but still fragile financial situation," added Standard
& Poor's credit analyst Pablo Lutereau.  Consequently, standard
& Poor's analyzes regulated operators on a case-by-case basis,
factoring in their own specific financial and debt profiles and
the particular exposure that their sector faces to those risks.  
For example, gas and electricity distribution companies, whose
customers are the final consumers, face more regulatory risk
than transmission or transportation companies, as their tariffs
are a only small portion of the price paid by the user and
therefore have a lower impact on the public's perception and on
inflation measures.

The upgrade of Telecom Argentina S.A. to 'B+' from 'B' mirrors
the improvement of the company's financial situation as a result
of the important debt reductions performed in 2006 and the
gradual strengthening of the high-growth mobile business.  
Standard & Poor's expects this trend to continue in the short to
medium term.  The rating action on Telecom Personal S.A. follows
the upgrade of Telecom Argentina, reflecting the close linkage
between the credit quality of both entities and the gradual
consolidation of the company's operations.


TELECOM PERSONAL: S&P Upgrades Counterparty Credit Rating to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised Telecom Personal
S.A.'s counterparty credit rating to B+/Stable/-- from
B/Stable--.

The rating actions follow the upgrade of the Republic of
Argentina to 'B+' from 'B', announced on Oct. 2, 2006.  

Together with the sovereign upgrade, the transfer and
convertibility risk for Argentina was raised to 'BB' from 'BB-',
reflecting our perception that the government's willingness to
intervene in the foreign exchange market has reduced
consistently with its stronger repayment ability.  

The upgrade of Argentina reflects improvements in the country's
external liquidity and a falling debt burden.  Impressive
current account and fiscal surpluses, combined with rapid and
broad-based GDP growth in recent years, have strengthened the
sovereign's financial profile.  At the same time, the stable
outlook is based on our expectation of favorable economic
performance in 2006 and in 2007, with continued good GDP growth
and fiscal and current account surpluses.

"Continued economic growth and higher financial flexibility at
the sovereign level provide a more favorable scenario for
companies operating in Argentina.  As a result, a wide range of
entities have improved their financial profiles, increasing cash
flows and reducing debt," said Standard & Poor's credit analyst
Marta Castelli.  Nevertheless, we believe sustainable and stable
growth depends on greater regulatory certainty, taking steps to
avoid a possible energy shortage, and improving the business
climate for long-term investment.  In that context, the rating
upside for Argentine companies remains limited both by the
institutional environment in the country and by the exposure of
certain companies and sectors to specific factors such as
regulatory uncertainty, energy dependency, price controls, and
debt-revenue currency mismatch.

"In particular, regulated entities continue to face regulatory
uncertainties.  In some cases, changes such as tariff increases
are needed to recompose their economic equilibrium, while in
others, new potential regulations may negatively affect an
improving but still fragile financial situation," added Standard
& Poor's credit analyst Pablo Lutereau.  Consequently, standard
& Poor's analyzes regulated operators on a case-by-case basis,
factoring in their own specific financial and debt profiles and
the particular exposure that their sector faces to those risks.  
For example, gas and electricity distribution companies, whose
customers are the final consumers, face more regulatory risk
than transmission or transportation companies, as their tariffs
are a only small portion of the price paid by the user and
therefore have a lower impact on the public's perception and on
inflation measures.

The upgrade of Telecom Argentina S.A. to 'B+' from 'B' mirrors
the improvement of the company's financial situation as a result
of the important debt reductions performed in 2006 and the
gradual strengthening of the high-growth mobile business.  
Standard & Poor's expects this trend to continue in the short to
medium term.  The rating action on Telecom Personal S.A. follows
the upgrade of Telecom Argentina, reflecting the close linkage
between the credit quality of both entities and the gradual
consolidation of the company's operations.


TELEFONICA DE ARGENTINA: S&P Ups Foreign Currency Rating to B+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised Telefonica de
Argentina S.A's foreign currency counterparty credit rating to
B+/Stable/-- from B/Stable.

The rating actions follow the upgrade of the Republic of
Argentina to 'B+' from 'B', announced on Oct. 2, 2006.  

Together with the sovereign upgrade, the transfer and
convertibility risk for Argentina was raised to 'BB' from 'BB-',
reflecting our perception that the government's willingness to
intervene in the foreign exchange market has reduced
consistently with its stronger repayment ability.  

The upgrade of Argentina reflects improvements in the country's
external liquidity and a falling debt burden.  Impressive
current account and fiscal surpluses, combined with rapid and
broad-based GDP growth in recent years, have strengthened the
sovereign's financial profile.  At the same time, the stable
outlook is based on our expectation of favorable economic
performance in 2006 and in 2007, with continued good GDP growth
and fiscal and current account surpluses.

"Continued economic growth and higher financial flexibility at
the sovereign level provide a more favorable scenario for
companies operating in Argentina.  As a result, a wide range of
entities have improved their financial profiles, increasing cash
flows and reducing debt," said Standard & Poor's credit analyst
Marta Castelli.  Nevertheless, we believe sustainable and stable
growth depends on greater regulatory certainty, taking steps to
avoid a possible energy shortage, and improving the business
climate for long-term investment.  In that context, the rating
upside for Argentine companies remains limited both by the
institutional environment in the country and by the exposure of
certain companies and sectors to specific factors such as
regulatory uncertainty, energy dependency, price controls, and
debt-revenue currency mismatch.

"In particular, regulated entities continue to face regulatory
uncertainties.  In some cases, changes such as tariff increases
are needed to recompose their economic equilibrium, while in
others, new potential regulations may negatively affect an
improving but still fragile financial situation," added Standard
& Poor's credit analyst Pablo Lutereau.  Consequently, standard
& Poor's analyzes regulated operators on a case-by-case basis,
factoring in their own specific financial and debt profiles and
the particular exposure that their sector faces to those risks.  
For example, gas and electricity distribution companies, whose
customers are the final consumers, face more regulatory risk
than transmission or transportation companies, as their tariffs
are a only small portion of the price paid by the user and
therefore have a lower impact on the public's perception and on
inflation measures.

Regulatory challenges and still pending changes in the telecom
industry moderate the benefits from favorable demand in the
sector and the strengthening in the financial performance of the
different players.

The upgrade of Telefonica de Argentina S.A. to 'B+' from 'B'
reflects the consolidation on its financial and business profile
as a result of sustainable cash generation fueled by favorable
demand conditions and good operational performance.  Standard &
Poor's expects Telefonica de Argentina's good cash generation to
allow the company to further strengthen its financial credit
metrics over the short to medium term as a result of additional
debt reductions to be performed in 2007.  The rating action on
Telefonica Holding de Argentina S.A. follows the upgrade of
Telefonica de Argentina, its main source of funds.


TELEFONICA HOLDING: S&P Raises Counterparty Credit Rating to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised Telefonica Holding de
Argentina S.A.'s counterparty credit rating to B+/Stable/-- from
B/Stable.

The rating actions follow the upgrade of the Republic of
Argentina to 'B+' from 'B', announced on Oct. 2, 2006.  

Together with the sovereign upgrade, the transfer and
convertibility risk for Argentina was raised to 'BB' from 'BB-',
reflecting our perception that the government's willingness to
intervene in the foreign exchange market has reduced
consistently with its stronger repayment ability.  

The upgrade of Argentina reflects improvements in the country's
external liquidity and a falling debt burden.  Impressive
current account and fiscal surpluses, combined with rapid and
broad-based GDP growth in recent years, have strengthened the
sovereign's financial profile.  At the same time, the stable
outlook is based on our expectation of favorable economic
performance in 2006 and in 2007, with continued good GDP growth
and fiscal and current account surpluses.

"Continued economic growth and higher financial flexibility at
the sovereign level provide a more favorable scenario for
companies operating in Argentina.  As a result, a wide range of
entities have improved their financial profiles, increasing cash
flows and reducing debt," said Standard & Poor's credit analyst
Marta Castelli.  Nevertheless, we believe sustainable and stable
growth depends on greater regulatory certainty, taking steps to
avoid a possible energy shortage, and improving the business
climate for long-term investment.  In that context, the rating
upside for Argentine companies remains limited both by the
institutional environment in the country and by the exposure of
certain companies and sectors to specific factors such as
regulatory uncertainty, energy dependency, price controls, and
debt-revenue currency mismatch.

"In particular, regulated entities continue to face regulatory
uncertainties.  In some cases, changes such as tariff increases
are needed to recompose their economic equilibrium, while in
others, new potential regulations may negatively affect an
improving but still fragile financial situation," added Standard
& Poor's credit analyst Pablo Lutereau.  Consequently, standard
& Poor's analyzes regulated operators on a case-by-case basis,
factoring in their own specific financial and debt profiles and
the particular exposure that their sector faces to those risks.  
For example, gas and electricity distribution companies, whose
customers are the final consumers, face more regulatory risk
than transmission or transportation companies, as their tariffs
are a only small portion of the price paid by the user and
therefore have a lower impact on the public's perception and on
inflation measures.

Regulatory challenges and still pending changes in the telecom
industry moderate the benefits from favorable demand in the
sector and the strengthening in the financial performance of the
different players.

The upgrade of Telefonica de Argentina S.A. to 'B+' from 'B'
reflects the consolidation on its financial and business profile
as a result of sustainable cash generation fueled by favorable
demand conditions and good operational performance.  Standard &
Poor's expects Telefonica de Argentina's good cash generation to
allow the company to further strengthen its financial credit
metrics over the short to medium term as a result of additional
debt reductions to be performed in 2007.  The rating action on
Telefonica Holding de Argentina S.A. follows the upgrade of
Telefonica de Argentina, its main source of funds.


TRANSPORTADORA DE GAS: S&P Ups Counterparty Credit Rating to B
--------------------------------------------------------------
Standard & Poor's Ratings Services raised Transportadora de Gas
del Sur S.A.'s counterparty credit rating to B/Stable/-- from
B-/Stable.

The rating actions follow the upgrade of the Republic of
Argentina to 'B+' from 'B', announced on Oct. 2, 2006.  

Together with the sovereign upgrade, the transfer and
convertibility risk for Argentina was raised to 'BB' from 'BB-',
reflecting our perception that the government's willingness to
intervene in the foreign exchange market has reduced
consistently with its stronger repayment ability.  

The upgrade of Argentina reflects improvements in the country's
external liquidity and a falling debt burden.  Impressive
current account and fiscal surpluses, combined with rapid and
broad-based GDP growth in recent years, have strengthened the
sovereign's financial profile.  At the same time, the stable
outlook is based on our expectation of favorable economic
performance in 2006 and in 2007, with continued good GDP growth
and fiscal and current account surpluses.

"Continued economic growth and higher financial flexibility at
the sovereign level provide a more favorable scenario for
companies operating in Argentina.  As a result, a wide range of
entities have improved their financial profiles, increasing cash
flows and reducing debt," said Standard & Poor's credit analyst
Marta Castelli.  Nevertheless, we believe sustainable and stable
growth depends on greater regulatory certainty, taking steps to
avoid a possible energy shortage, and improving the business
climate for long-term investment.  In that context, the rating
upside for Argentine companies remains limited both by the
institutional environment in the country and by the exposure of
certain companies and sectors to specific factors such as
regulatory uncertainty, energy dependency, price controls, and
debt-revenue currency mismatch.

"In particular, regulated entities continue to face regulatory
uncertainties.  In some cases, changes such as tariff increases
are needed to recompose their economic equilibrium, while in
others, new potential regulations may negatively affect an
improving but still fragile financial situation," added Standard
& Poor's credit analyst Pablo Lutereau.  Consequently, standard
& Poor's analyzes regulated operators on a case-by-case basis,
factoring in their own specific financial and debt profiles and
the particular exposure that their sector faces to those risks.  
For example, gas and electricity distribution companies, whose
customers are the final consumers, face more regulatory risk
than transmission or transportation companies, as their tariffs
are a only small portion of the price paid by the user and
therefore have a lower impact on the public's perception and on
inflation measures.

The upgrade of Transportadora de Gas del Sur S.A. to 'B' from
'B-' is based on the company's sizable achieved and expected
debt reductions, coupled with an adequate operating performance,
both of which will result in very manageable debt maturities
until 2011 and improved cash-flow protection measures that
should help to improve financial flexibility.  The positive
outlook reflects our expectations of further strengthening of
the company's credit quality once additional debt reductions
become effective, but subject to the maintenance of a
satisfactory operating performance (particularly an adequate
availability of natural gas to be processed at the Cerri plant,
on its nonregulated business).


WEB ARGENTRUCK: Deadline for Claims Verification Is on Dec. 5
-------------------------------------------------------------
Mariana Nadales, the court-appointed trustee for Web Argentruck
S.A.'s bankruptcy proceeding, will verify creditors' proofs of
claim until Dec. 5, 2006.

Under the Argentine bankruptcy law, Ms. Nadales is required to
present the validated claims in court as individual reports.  
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 Web Argentruck and
its creditors.

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

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

Web Argentruck was forced into bankruptcy at the request of
Haydee Morello Nadale, whom it owes US$1,120.

Clerk No. 5 assists the court in the proceeding.

The debtor can be reached at:

          Web Argentruck S.A.
          Encarnacion Ezcurra 449
          Buenos Aires, Argentina  

The trustee can be reached at:

          Mariana Nadales
          H. Yrigoyen 1349
          Buenos Aires, Argentina


* PROVINCE OF BUENOS AIRES: Moody's Rates US$250MM Notes at B3
--------------------------------------------------------------
Moody's has assigned ratings of B3 (Global Scale, foreign
currency) and A3.ar (Argentine National Scale) to the planned
offering of US$250 million senior unsecured notes by the
Province of Buenos Aires.  The maximum authorized amount of the
offering is US$500 million.  The province intends to use note
proceeds to make scheduled debt payments and for capital
expenditures.

The assigned ratings reflect economic recovery evident in the
province and nationally which has supported strong revenue
growth in the years since 2002.  Revenue gains have contributed
to the province's better financial performance in this period.  
The ratings also acknowledge the considerable economic
uncertainty and financial pressures still facing the province as
well as its financial reliance on the federal government to
refinance debt maturities as they come due.

Economic recovery is evident in double-digit real GDP growth
(preliminary) in the three years following the declines that
concluded in 2002, an unemployment rate that has been decreasing
since reaching its recent peak in 2002, and parallel declines in
the number of people and households in the Conurbano Bonaerense
living below the poverty line.  The Conurbano Bonaerense is the
province's largest urban area, containing some 63% of its
population.

The recovery has contributed, along with the effects of
inflation and increased tax enforcement efforts, to double-digit
revenue growth -- ranging from 19% to nearly 32% -- for the
province in the last four years, compared to revenue declines in
the immediately preceding years. This revenue growth and
spending control efforts enabled the province to reduce its
financing deficits and, in 2004, achieve a financing surplus,
i.e., revenues exceeded expenditures, including interest
payments.

But the province still faces serious challenges. The financing
surplus achieved in 2004 was followed by a deficit in 2005, and
the recently reformulated budget for 2006 indicates that an even
larger deficit -- equal to possibly 4.8% of revenues -- will be
recorded this year.  Much of the deficit may be attributed to
substantial increases in personnel spending, this year and last,
in excess of revenue growth.

To cover principal payments on outstanding debt, which is
projected at ARS2.65 billion in 2006 (tapering off over the next
four years to ARS2.27 billion), the province -- like many others
in Argentina -- expects to rely on the federal government for
financial support.  Having assumed a large part of the
province's debt during the worst of the crisis years, the
federal government is now the province's largest single
creditor.  As of year-end 2005 it held more than 60% of the
province's debt.  Should the federal government be unable or
unwilling to extend necessary financial support to the province
when needed, the province could again fall into default.

Finally, the province's finances will continue to feel pressures
to increase public employee salaries, which declined in real
terms through July 2004 but have since been increasing.


* PROVINCE OF BUENOS AIRES: S&P Assigns B+ Foreign Curr. Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' foreign
currency rating and local currency ratings to the Province of
Buenos Aires, Argentina (long-term foreign and local currency
rating B+/Stable/--).  The outlook is stable.

Standard & Poor's also assigned its 'B+' senior unsecured debt
rating to the upcoming international bonds issuance of the
province for up to US$300 million maturing in 2018.  The
province of Buenos Aires is the third Argentina province
currently rated by Standard & Poor's in addition to the City of
Buenos Aires (B+/Positive/--) and the province of Mendoza
(B+/Stable).

The ratings are supported by:

   -- a diversified economic base that represents 35.8% of
      national gross domestic product and is a key driver of
      recent economic growth in Argentina, in particular on the
      export oriented agro-industry sector; and

   -- a sophisticated and experienced management, with the
      capacity to generate timely and comprehensive financial
      reports.

The ratings are constrained by:

   -- High debt burden that might reach 142% of operating
      revenue in fiscal 2006, including the new issuance;

   -- Structural fiscal imbalances derived from a relatively
      low share on central government revenues compared with
      both the province's contribution to the system and the
      high level of expenditure responsibilities (in particular
      health, education, and police);

   -- Still weak budgetary performance reflected in an expected
      deficit after capital expenditure that could arise to
      ARS1.1 billion or 5% of total revenues; and

   -- Expected deceleration of current economic growth rates in
      the following years that could impact the ability to levy
      provincial taxes.

The province of Buenos Aires (13.8 million of population
approximately) has a fairly diversified economic base with an
important manufacturing sector contributing 24.6% to its GDP.  
Manufactured products include refined petroleum products,
cereals and food products, steel, chemicals, electrical
machinery, and automobiles and auto parts among others.  After
the deep economic crises in 2001, the province reports that
provincial GDP grew at 12,1% in 2003, 10.5% in 2004, and 11.0%
in 2005, all above the national economic growth.  Standard &
Poor's expects that strong economic growth continue for
2006-2007 (with rates of 7.8% and 5.8%, respectively), given the
positive economic prospects for Argentina in the next couple of
years.  

A professional and experienced management and adequate systems
produce comprehensive financial reports useful for the decision-
making process.  A solid team follows up debt and financing
issues that will continue to be relevant for the rating of the
province in the following years.  In addition, the political
environment seems relatively manageable, even when there is an
upcoming gubernatorial (and presidential) election in 2007.

Although direct debt (% of operating revenue) has decreased
since 2002, the PBA still maintains the highest debt burden
among Argentine rated provinces.  Debt service reached 12.0% of
total revenue in 2005 and is budgeted to increase to 15.1% in
fiscal 2006.  The federal government is the province's main
creditor constituting 62.7% of total debt, followed by
bondholders with 26.7% of total debt, multilateral creditors
with almost 8%, and others with 2.7%.  Standard & Poor's
believes that debt service might continue pressuring the PBA's
finances in the short term given that more than 55% of the
Province's debt consists of obligations denominated in CER-
adjusted pesos, which is a unit of account that the value in
pesos is indexed to consumer price inflation.

The province's intention to issue new debt in international
capital markets for about US$300 million will contribute to high
levels of indebtedness, but it will also be an opportunity to
rebuild trust and access to the international capital markets
after the default in December 2001.  The bond proceeds will be
used to finance capital expenditure.  In January 2006, the
Province completed a comprehensive debt restructuring of its
Eurobonds, about 95% of holders of the aggregate principal
amount of the Province's Eurobonds consented to exchange these
bonds for three series of new bonds -- due in 2035, 2020 and
2017.  Since 2002, the Province took advantage of a domestic
debt restructuring process led by the federal government and
agreed to comply with the Fiscal Responsibility Law. Under this
Law, the Province is expected to maintain its debt service to
less than 15% of net operating revenues.  Standard & Poor's
considers that the Province could be in a better position to
maintain this level, if it reaches a better financing agreement
with the federal government, as it's been discussed lately.

Budgetary performance is still weak in spite of high economic
growth, although operating margins have improved in the last
couple of years.  In fiscal 2006, operating margins are expected
to reach almost 3% of operating revenue, even with strong
operating expenditure pressures.  A planned deficit of less than
ARS1.1 billion is also expected for 2006, given that the
Province of Buenos Aires will receive more Co-Participation
revenues and it might not be able to execute the whole budgeted
capital expenditures.  Controlling operating expenditure in 2007
will be relevant to maintain a balanced budget and the current
credit rating.  Going beyond short-term developments, the
province's finances will continue to suffer over time from
structural imbalances, in a higher degree than other provinces
in Argentina, emanating from low transfers received from the
federal government in comparison with, on the one hand, Buenos
Aires' contribution to the co-participation pool of funds, and
on the other, its high level of expenditure responsibilities.  
These issues, as part of the discussion for a new co-
participation law in Argentina, are not expected to change over
the medium term and will continue to constrain the rating on
Buenos Aires in the foreseeable future.

The Province of Buenos Aires' tax and nontax revenues reached
more than 50% of total in 2005, among the largest level of
revenues within provinces in Argentina.  Because of the
Argentine economic recovery, the provincial tax base also
responded favorably, levying more gross revenue, real estate,
and automobile taxes, which are very important to the Province's
tax revenue mix.  The expected deceleration of economic activity
over the medium term will certainly affect the level of tax
collection, affecting the Province's budget.

Liquidity

Liquidity position has improved greatly since the 2001 economic
crisis. As of December 2005, the province had cash for ArP1.1
billion or 6.2% of operating revenue.  It also represented 0.5x
the 2005 debt service. Accounts payable totaled ARS3.1 billion
or 17.5% of operating revenue, surpassing significantly the
available cash.  However, the province seems to manage liquidity
crunches at year-end since it has not requested an available
credit line with the Banco Provincia in the past three years.

Outlook

The stable outlook indicates Standard & Poor's expectation that
the Province's economic strengths will be maintained, as well as
the professional management.

Also, it indicates the expectation that the Province will manage
to keep positive operating surpluses over the next few years,
with manageable deficits after capital expenditure.  Decreasing
direct debt burden over the medium term, in addition to
strengthening its modifiable revenues consistently, could lead
to an improvement on the rating credit rating.  Deteriorating
financial indicators, like a further increase in fiscal deficit,
could have a negative impact on the rating.




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


COMPLETE RETREATS: Seeks Court Okay on Ableco Commitment Letter
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut's
final order on Complete Retreats LLC and its debtor-affiliates'
existing DIP Financing Agreement with The Patriot Group, LLC,
and LPP Mortgage, Ltd., requires the Debtors to obtain
replacement DIP financing sufficient to "take out" Patriot and
LPP Mortgage by Oct. 31, 2006.  Otherwise, Patriot and LPP
Mortgage will be authorized, under certain conditions, to
foreclose on the Debtors' assets.

The Debtors have solicited interest in providing a replacement
credit facility from numerous potential postpetition lenders.
The Debtors received draft commitment letters from two potential
lenders, one from Ableco Finance LLC.

The Debtors believe that the terms of the credit facility
proposed by Ableco are more favorable than the proposed credit
facility of the other potential lender.

Subsequently, the Debtors and Ableco executed a DIP Financing
Commitment Letter on Oct. 4, 2006.  The Commitment Letter
contemplates that the Debtors and Ableco will enter into a
credit facility of up to US$80,000,000, comprised of a term loan
of up to US$50,000,000 and a revolver of up to US$30,000,000.

Pursuant to Section 363 of the Bankruptcy Code, the Debtors ask
the Court to approve the Ableco Commitment Letter.

The Ableco Commitment Letter requires the Debtors to pay an
US$800,000 non-refundable commitment fee to Ableco.  It also
requires that the Debtors pay Ableco's reasonable fees and
expenses, including its reasonable attorneys' and due diligence
fees and expenses incurred in connection with the negotiation,
preparation, execution and delivery of the Commitment Letter,
the related term sheet, and any related definitive
documentation.  To cover those fees and expenses, the Debtors
would pay Ableco a US$100,000 deposit upon approval of the
Commitment Letter.

Moreover, the Ableco Committee Letter requires the Debtors to
indemnify Ableco and certain related parties for any losses
arising out of the Commitment Letter or the contemplated
financing, except to the extent resulting solely from the
indemnified party's gross negligence or willful misconduct.

Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford,
Connecticut, points out that the Commitment Letter will expire
by its terms if Ableco will not receive the commitment fee and
cost advance by Oct. 11, 2006.

The Court will convene a hearing on Oct. 10, 2006, to consider
the Debtors' request.

A full-text copy of the Ableco Commitment Letter is available
for free at http://researcharchives.com/t/s?1326

          Terms of Ableco's Proposed DIP Financing

The proceeds of the Loans under the Ableco Facility will be used
to:

   (a) refinance the Debtors' existing secured credit facilities
       in the aggregate principal amount of up to US$74,000,000;

   (b) fund working capital and general corporate expenses in
       the ordinary course of business of the Debtors, all in
       accordance with the Budget; and

   (c) pay fees and expenses related to the Financing Facility,
       in all cases subject to the Courts' approval.

The Debtors' obligations under the Ableco Facility will be
secured by first priority liens on, and security interests in,
all assets of the Debtors.  The DIP Liens will be subject to a
US$1,250,000 carve-out for professional fees, and fees payable
to the U.S. Trustee and the Clerk of Court.

At the Debtors' option, the Loans will bear interest at a rate
per annum equal to either:

   (i) the rate of interest publicly announced from time to time
       by JPMorgan Chase Bank in New York -- provided that at no
       time the Reference Rate be less than 8.25 -- plus 4.75%;
       or

  (ii) LIBOR plus 7.75%.

All Loans are to be repaid in full at the earliest of:

   (i) the date which is 18 months after the date of the Final
       DIP Order;

  (ii) the date of substantial consummation of a plan of
       reorganization in the Debtors' cases, which has been
       confirmed by the Court; or

(iii) the date on which the Loan will become due and payable in
       accordance with the terms of the Loan Documents.

An Event of Default will occur if, among others:

   -- any of the Debtors' cases will be dismissed or converted
      to a Chapter 7 case;

   -- a Chapter 11 trustee or examiner with enlarged powers will
      be granted;

   -- any other superpriority administrative expense claim will
      be granted; or

   -- the Court will enter an order granting relief of the
      automatic stay to the holder of any security interest in
      any asset of the Debtors having a book value equal to or
      exceeding US$250,000 in the aggregate.

No later than Jan. 1, 2007, the Debtors will be required to:

   (i) have a plan of reorganization filed which, among other
       items, provides for the repayment in full of the
       Financing Facility; or

  (ii) retain an auctioneer acceptable to the Lenders and
       commence a process of marketing for sale of the Debtors'
       real estate assets.

If a plan of reorganization is filed on or before
Jan. 1, 2007, the Debtors will be required to have that plan
confirmed no later than March 1, 2007.

The Closing Date is the date on which all definitive loan
documentation satisfactory to the Lenders is executed by the
Debtors and the Lenders, which date will not be later than
Oct. 31, 2006, on or after the date the Court has entered the
Final DIP Order.

The Ableco Facility also provides for an US$800,000 non-
refundable Closing Fee.

                  About Complete Retreats

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

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

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245
through 06-50306).  Nicholas H. Mancuso, Esq., Jeffrey K. Daman,
Esq., Joel H. Levitin, Esq., David C. McGrail, Esq., Richard A.
Stieglitz Jr., Esq., at Dechert LLP, are representing the
Debtors in their restructuring efforts.  Xroads Solutions Group,
LLC, is the Debtors financial and restructuring advisor.  When
the Debtors filed for chapter 11 protection, they listed total
debts of US$308,000,000.  (Complete Retreats Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: Panel Gets More Time to Question DIP Loan
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut gave
the Official Committee of Unsecured Creditors in Complete
Retreats LLC and its debtor-affiliates' chapter 11 cases until
Oct. 26, 2006, to file its objections to the Debtors' DIP
financing pact with The Patriot Group, LLC, and LPP Mortgage,
Ltd.

As reported in the Troubled Company Reporter on Sept. 25, 2006,
the Committee said it needs the extension to enable it to carry
out a thorough investigation of matters relevant to the Debtors'
prepetition financing.

The Honorable Alan H.W. Shiff previously gave the Committee
and any party-in-interest with requisite standing until
Oct. 3, 2006, to object to the validity of the Prepetition
Obligations or assert any Lender Claims.

Kate K. Simon, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, told the Court that among other tasks, the
Committee needs to:

   -- gather information and analyze numerous real estate
      transactions, many of which involve overseas properties
      and documentation in foreign languages; and

   -- conduct examinations of individuals with knowledge of the
      estate transactions.

The Patriot and LPP Mortgage, the lenders for the US$10,000,000
DIP Financing Facility, consented to the Committee's request.

                  About Complete Retreats

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

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

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245
through 06-50306).  Nicholas H. Mancuso, Esq., Jeffrey K. Daman,
Esq., Joel H. Levitin, Esq., David C. McGrail, Esq., Richard A.
Stieglitz Jr., Esq., at Dechert LLP, are representing the
Debtors in their restructuring efforts.  Xroads Solutions Group,
LLC, is the Debtors financial and restructuring advisor.  When
the Debtors filed for chapter 11 protection, they listed total
debts of US$308,000,000.  (Complete Retreats Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WINN-DIXIE: Court Grants Protective Order on Visagent Discovery
---------------------------------------------------------------
The Honorable Jerry A. Funk of the U.S. Bankruptcy Court for the
Middle District of Florida grants Winn-Dixie Stores, Inc., and
its debtor-affiliates' request and instructs them to affix to
each page of the documents a "confidential" legend.

Judge Funk reminds Visagent Corporation that it can only use the
Confidential information solely for the purpose of contested
matters and adversary proceedings in the Debtors' Chapter 11
cases and that it is prohibited from disclosing the information
to any third party.

Each party will remain bound by the terms of the Court order
until the later of:

   (1) entry of the Court order which is no longer subject to
       appeal, reconsideration, or re-argument;

   (2) the Chapter 11 Plan is confirmed;

   (3) the Chapter 11 cases are converted to Chapter 7 of the
       Bankruptcy Code; or

   (4) conclusion of contested matters and adversarial
       proceedings between the parties.

Upon the Termination Date, Visagent is instructed to return all
confidential information to the Debtors or certify in writing
that all documents containing confidential information have been
destroyed.

The parties will be entitled to specific performance and
injunctive or other equitable relief as a remedy for any breach
of the Court order.

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. 53; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).




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


GLOBAL CROSSING: Joins Voice Peering Fabric Alliance
----------------------------------------------------
Global Crossing Ltd. has broadened its array of innovative Voice
over Internet Protocol peering solutions for customers by
joining Stealth Communications' Voice Peering Fabric Alliance or
VPF.  Global Crossing will leverage its global Multi-Protocol
Label Switching network and portfolio of broadband products to
provide customers with Ethernet connectivity to the VPF from any
point on the Global Crossing network.

"Global Crossing is committed to the concept of peering," said
Anthony Christie, Global Crossing's chief marketing officer.  
"Our involvement in the VPF gives us access to like-minded VoIP
service providers who want to unleash the full potential of end-
to-end IP communications.  We continue to develop innovative
VoIP peering solutions and intensify our focus on the benefits
these solutions provide to our customers -- the end-to-end
quality of an all-IP connection, feature transparency, and a
higher, more predictable margin envelope for network service
providers."

Global Crossing's entry into the VPF Carrier Alliance is the
latest example of the company's commitment to support VoIP
peering solutions for the industry.  Earlier this year, Global
Crossing introduced VoIP Community Peering, an industry-changing
feature of the company's VoIP Outbound and VoIP On-Net Plus
Services.  VoIP Community Peering helps customers more easily
predict their costs, potentially attain higher margins on their
VoIP services, and offer flat-rate cost models to their end
users by eliminating PSTN usage charges that occur in the VoIP-
over-PSTN environment that is prevalent today.  In September,
Global Crossing announced its willingness to enter bi-lateral
VoIP Peering relationships with other VoIP providers, enhancing
the reach of each company's VoIP infrastructure.

"The tremendous number of organizations within the Global
Crossing network coverage are now a connection away from taking
part in the VPF community," said Shrihari Pandit, president and
CEO of Stealth Communications.  "Members of the VPF typically
save 50 to 90 percent annually on voice communication costs.
With this partnership, carriers and enterprises lower their
operating expenses and maintain the security and quality they
desire."

Located in nine U.S. cities and London, the Voice Peering Fabric
has become the preferred platform for service providers,
enterprises and government agencies to buy, sell and peer VoIP
traffic and telephony services.  VPF is designed as a private
voice Internet and functions as an exchange or meet-point for
its members to establish peer-to-peer connections in a secure,
quality-of-service environment.  At current levels, traffic on
the VPF is expected to surpass 100 billion minutes in 2006, up
from 18 billion minutes in 2005.

Global Crossing's private global MPLS backbone transports more
than 2.5 billion VoIP minutes per month -- more than 22 billion
minutes in the first nine months of 2006 -- providing industry-
leading security and Quality of Service.  Customers will benefit
from unparalleled access to the VPF and the efficiency of being
able to use the same Global Crossing network connection to
access the Global Crossing VoIP network and the VPF.

                   About Global Crossing

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 Bermuda,
Argentina, Brazil, Chile, Mexico, Panama, Peru and Venezuela.
Global Crossing serves many of the world's largest corporations,
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.


GLOBAL CROSSING: Launches Internet Protocol Version 6 with CSC
--------------------------------------------------------------
Computer Sciences Corp. and Global Crossing Ltd. have deployed
Internet Protocol version 6 or IPv6 across the CSC network.  As
a global information technology services company, CSC will offer
the new version of Internet protocol to its industry and
government customers.

As part of the launch, CSC is implementing IPv6 at its
Enterprise Network Managed Services Center of Excellence, a
testing and innovation center that leverages CSC capabilities
managing several million local and wide area networks, and voice
ports for the company and its clients.  Customers can learn
about the advanced security features of IPv6, which is the next
network step forward from today's infrastructure, Internet
Protocol version 4 or IPv4.  IPv6 is interoperable with IPv4 and
provides a platform for new Internet functionality that will be
required in the near future.

"At CSC, we are always seeking new innovations and ways to
advance our customers' businesses with advanced technologies and
services," said Dave Bittenbender, vice president of CSC's
Networks and Telecommunication Integrated Solutions division.  
"We're proud to be working with Global Crossing to bring IPv6 to
our customers, especially to federal civilian agencies that are
required by the Office of Management and Budget to add IPv6 to
their network backbones by June 2008.  At our center of
excellence, customers can test IPv6 and learn more about how we
can seamlessly migrate this new protocol onto their existing
networks."

"For the past five years, Global Crossing has been pioneering
the adoption of IPv6 across the industry to create a more secure
and scalable Internet protocol standard," said Alan Rosenberg,
Global Crossing's vice president, partnership development.  "By
leveraging CSC's and Global Crossing's capabilities, our two
companies are able to bring IPv6 directly to the government and
business entities that require this secure new Protocol."

IPv6 adds intelligence, flexibility and scalability to
increasingly complex communications.  It simplifies mobile IP
networking with improved routing and security capabilities.  By
enabling devices to automatically configure their Internet
connectivity, IPv6 will support the expected explosion of
dynamically connected network devices, including personal
digital assistants, cell phones, Internet-connected televisions,
home security and HVAC systems, and "smart" household
appliances.

CSC and Global Crossing have worked together since 2001, when
the two companies formed a strategic alliance leveraging the
complementary assets of CSC's leading IT services offerings, and
Global Crossing's worldwide IP-based network.  As part of this
relationship, Global Crossing designed and deployed a customized
carrier network for CSC and most recently expanded the company's
network for connectivity in and out of India.

                         About CSC

Computer Sciences Corp. is a global information technology
services company.  With approximately 78,000 employees, CSC
provides innovative solutions for customers around the world by
applying leading technologies and CSC's own advanced
capabilities.  These include systems design and integration; IT
and business process outsourcing; applications software
development; Web and application hosting; and management
consulting. Headquartered in El Segundo, Calif., CSC reported
revenue of US$14.6 billion for the 12 months ended
June 30, 2006.

                   About Global Crossing

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 Bermuda,
Argentina, Brazil, Chile, Mexico, Panama, Peru and Venezuela.
Global Crossing serves many of the world's largest corporations,
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.


RENAISSANCE CAPITAL: Fitch Affirms BB- Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed these ratings of Russia-based
Renaissance Capital Holdings Ltd.:

   -- Issuer Default 'BB-' with Stable Outlook,
   -- Short-term 'B',
   -- Individual 'C/D' and
   -- Support '5'.

The ratings of its subsidiary, Renaissance UK Holdings Limited
are affirmed at:

   -- Issuer Default 'BB-' with Stable Outlook,
   -- Short-term 'B',
   -- Individual 'C/D' and
   -- Support '3'.

At the same time, Fitch has assigned an expected Long-term
rating of 'BB-' to the senior unsecured notes that are to be
issued by Renaissance Securities Trading Ltd., under the
unconditional and irrevocable guarantee of Renaissance Capital
and under Renaissance Capital's USD1 billion euro medium-term
note Program.  The final rating is contingent upon receipt of
final documentation conforming materially to information already
received.

Renaissance Capital is a holding company and its ratings reflect
the group's good investment-banking franchise in Russia, its
strong profitability, its moderate leverage, its experienced
management team and its good risk management.  However, they
also take into account the group's reliance on the high-risk
profile markets of Russia and, to a lesser extent, Ukraine for
its business, which will make for volatile revenues and earnings
over the long-term, as well as a complex group structure.

The ratings of Renaissance UK reflect Fitch's view that there
would be a strong propensity of Renaissance Capital to provide
support for Renaissance UK, and the high level of integration
between the two businesses.

Upward pressure on Renaissance Capital's Issuer Default rating
and on Renaissance UK's Issuer Default rating via support, is
likely to be limited given the group's sole focus on Russia and
Ukraine and its complex group structure.  Downward pressure
could result from a material downturn in investor sentiment
towards Russia, significant credit or market losses (e.g. from a
lapse in controls), or a material increase in the group's
leverage or risk appetite.

Renaissance Capital's performance has been very strong and its
performance outlook is positive while current conditions
persist. However, its primary focus on Russia makes both it and
renaissance UK vulnerable to a sharp, prolonged downturn in
investor confidence in Russia.  Efficiency and cost flexibility
are relatively strong.  Revenue diversification is improving by
product, if not by geography.

Management is experienced and consistently being upgraded both
in the front and back offices and at the executive level.  The
risk management function is good, but market risk is still
considered by Fitch to be high, although proprietary trading is
not a major activity.  Operational risk arises from the risk of
trade processing errors, trader misconduct and IT systems
failure.  An event that causes a serious blow to Renaissance
Capital's reputation could quickly affect the group.  
Renaissance Capital's biggest asset is its staff.  A departure
of key managers or staff would be a substantial threat.  Some
mitigation is provided by the equity participation of around 100
senior managers.

Liquidity is closely controlled and satisfactory, but asset
liquidity is susceptible to volatility.  Leverage has been
increasing but remains lower than at the global investment banks
and moderate.

The Renaissance Capital group was founded in 1995 and is now a
leading Russian and Ukrainian investment bank with the holding
company (Renaissance Capital) located in Bermuda.  Renaissance
UK was created in 2000 in the UK for the group's trading
operations with non-CIS clients.




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


* BOLIVIA: Miners Clash Results to Villaroel & Rebollo Dismissal
----------------------------------------------------------------
Walter Villarroel, the minister of mines, and Antonio Rebollo,
president of Bolivia's state-owned mining company Comibol, were
dismissed by the nation's president after a clash between two
bands of miners left about 16 people dead and more than 60
injured.  

Guillermo Dalence Salinas was sworn in as the new minister,
while Hugo Miranda was named as the new head of the mining
company.

The two rival groups were wresting control of the Huanuni mine.  
On Thursday, hundreds of miners belonging to independent
cooperatives stormed the mine, demanding more access to its tin
deposits.  State-employed miners counterattacked to regain
control of the mine and the groups exchanged gunshots and
dynamite, the Associated Press relates.

The cooperatives don't want to share the Huanuni's veins of tin
with the other group.  These cooperatives have already been
given access to a portion of the Huanuni deposit after strongly
supporting Morales' bid for office, AP relates.

According to Aljazeera news agency, the clash was halted after
700 paramilitary troops were sent to the mine.  There were also
reports that the two groups reached a truce late Friday.

"We believe that now is the time for us to support peace for the
people of Huanuni, and to work to solve this problem,"
government spokesperson Alex Contreras was quoted by Aljazeera
as saying.

Furthermore, officials from the two mining groups also met with
government ministers in La Paz, AP says.  

"In eight months we cannot solve all of our social problems,"
President Evo Morales was quoted by AP as saying.  "I recognize,
self-critically, that we are all new at this -- ministers, vice
ministers, president, vice president, all learning to serve the
people better."

                        *    *    *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling    B-       Jun. 17, 2004
   Long Term IDR      B-       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     B-       Dec. 14, 2005




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


ADVANCED MEDICAL: Fitch Affirms & Withdraws Low B Ratings
---------------------------------------------------------
Fitch affirms the senior secured credit facility, the Issuer
Default Rating, the senior subordinated convertible debt
ratings, and the Stable Rating Outlook of Advanced Medical
Optics, Inc.  In addition, Fitch simultaneously withdraws all
ratings for this issuer.  The withdrawn ratings are:

   -- Issuer Default Rating 'B+';
   -- Senior secured credit facility 'BB+/RR1';
   -- Senior subordinated convertible debt 'B+/RR4'.


CHEMTURA CORP: Settles Federal Rubber Chemicals Suit for US$51MM
----------------------------------------------------------------
Chemtura Corp. agreed to pay US$51 million to resolve federal
class actions involving rubber chemicals.  This agreement,
combined with settlements with other entities, means that
Chemtura has now resolved over 90% of its exposure for
U.S. rubber chemicals claims.

The Class Action Reporter reported yesterday that the US$51
million settlement, which will be paid in the fourth quarter, is
subject to court approval.  In anticipation of this settlement,
US$12.2 million was added to already existing rubber chemicals
reserves in the third quarter.

"This represents another important step in Chemtura's resolution
of legacy issues so that we may continue to focus on the
future," said Robert Wood, chairman and chief executive officer.

Chemtura has previously pleaded guilty in a federal case and was
fined by European regulators for its role in artificially
boosting prices of chemicals to make rubber between 1995 and
2001.

In 2005, Chemtura Corp. disclosed that the European Commission
has imposed a fine of US$16 million on the company in connection
with the EC's rubber chemicals investigation.

                     About Chemtura Corp.

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE: CEM) -- http://www.chemtura.com/-- is a global
manufacturer and marketer of specialty chemicals, crop
protection and pool, spa and home care products.  The Company
has approximately 6,400 employees around the world and sells its
products in more than 100 countries.   In Latin America,
Chemtura has facilities in Brazil and Mexico.

                        *    *    *

As reported in the Troubled Company Reporter on April 21, 2006,
Moody's Investors Service assigned a Ba1 rating to Chemtura
Corporation's US$400 million of senior notes due 2016 and
affirmed the Ba1 ratings for its other debt and the corporate
family rating.

As reported in the Troubled Company Reporter on April 21, 2006,
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured debt rating to Chemtura Corp.'s US$400 million notes
due 2016.  Standard & Poor's affirmed Chemtura's 'BB+' long-term
corporate credit rating.  S&P said the outlook remains positive.


COMPANHIA SIDERURGICA: May Present Bid for Dutch Firm Corus
-----------------------------------------------------------
Rumors say that Companhia Siderurgica Nacional may participate
in an auction to acquire Corus, an Anglo-Dutch steelmaker.
   
As reported in the Troubled Company Reporter-Latin America on
May 24, 2006, Companhia Siderurgica signed a sale and purchase
agreement with Corus Group Plc through its subsidiary Corus
Staal B.V., for the acquisition of total control of Lusosider
Projectos Siderurgicos S.A.  Companhia Siderurugica shared
equally the Lusosider control with Corus.  The conclusion of the
acquisition was subject to regulatory clearance by the
Portuguese Competition Authority, expected within 45 days of
filing.

DNA Money relates that Companhia Siderurgica has not made an
announcement regarding its intention to bid for Corus.

Analysts think that Companhia Siderurgica could win the auction,
as it is expected to make a bid that is bigger than the US$10
billion the Tata group will offer, DNA Money notes.

DNA Money underscores that the Tata group has previously
disclosed its intention of presenting a bid for Corus.  Russia's
OAO Severstal is also expected to participate.

However, several international steel analysts predicted that the
final price for Corus may not rise as much as in case of
Arcelor-Mittal even if number of competitive bids increase, DNA
Money states.  This is based on the assumption that while the
Corus group is looking for a willing partner, the Arcelor
management resisted a Mittal bid and the latter had to boost its
offer.

DNA Money states that analysts pointed out the similarities in
Corus group's match with either Tata or Companhia Siderurgica,
as Corus is a high-cost producer of steel and could benefit from
raw material supplies from the two firms.  Meanwhile, Tata and
Companhia Siderurgica could gain from Corus' considerable
distribution channel in Europe.

Companhia Siderurgica Nacional is one of the lowest-cost steel
producers in the world, which is a result of its access to
proprietary, high-quality iron ore (at the Casa de Pedra mine);
self-sufficiency in energy; streamlined facilities; and
logistics advantages.  This is in addition to the group's strong
market position in the fairly concentrated steel industry in
Brazil.

                        *    *    *

On Jan. 26, 2006, Standard and Poor's Rating Services assigned a
'BB' corporate credit rating on Brazilian flat carbon steelmaker
Companhia Siderurgica Nacional.

The 'BB' corporate credit rating on CSN reflects the company's
exposure to volatile demand and price cycles, increasing
competition in its home and predominant market of Brazil,
aggressive dividend policy and capital investment plan, and
sizable gross-debt position.  These risks are partly offset by
CSN's privileged cost position and sound operating profile,
favorable market position in Brazil, strong export capabilities
to offset occasional domestic demand sluggishness, and
increasing business diversification.


ST. JOHN KNITS: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian Retail sector, the rating
agency assigned its B2 Corporate Family Rating for St. John
Knits International, Inc.  Additionally, Moody's revised or held
its probability-of-default ratings and assigned loss-given-
default ratings on these loans and bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior secured
   revolver               B1       B1      LGD3       31%

   Senior secured
   term loan              B1       B1      LGD3       31%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating
methodology will also enhance the consistency in Moody's
notching practices across industries and will improve the
transparency and accuracy of Moody's ratings as Moody's research
has shown that credit losses on bank loans have tended to be
lower than those for similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's
alpha-numeric scale.  They express Moody's opinion of the
likelihood that any entity within a corporate family will
default on any of its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's
opinion of expected loss are expressed as a percent of principal
and accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%)
to LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Irvine, California, St. John Knits
International, Inc., designs and produces fine women's clothing.  
Its core product is classic women's business, casual, and
leisure knit-wear.  St. John also designs, produces, and markets
sportswear, markets fragrance, and licenses swimwear.  Marie and
Robert Gray founded St. John in 1962.  The Company distributes
wholesale to leading high-end retailers and through its own
network of boutiques and outlets in the U.S.  The Company also
supplies specialty stores in 27 foreign countries including
Brazil and Mexico.




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


CAPELLA FUND: Deadline for Proofs of Claim Filing Is on Nov. 2
--------------------------------------------------------------
Capella Fund Ltd.'s creditors are required to submit proofs of
claim by Nov. 2, 2006, to the company's liquidators:

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

Creditors who are not able to comply with the Nov. 2 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Capella Fund's shareholders agreed on Sept. 18, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


CJ CAYMAN: Proofs of Claim Filing Deadline Is Set for Nov. 2
------------------------------------------------------------
CJ Cayman Finance Ltd.'s creditors are required to submit proofs
of claim by Nov. 2, 2006, to the company's liquidators:

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

Creditors who are not able to comply with the Nov. 2 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

CJ Cayman's shareholders agreed on Sept. 21, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


GLOBAL DIVERSIFIED: Proofs of Claim Must be Submitted by Nov. 2
---------------------------------------------------------------
Global Diversified CBO, Ltd.'s creditors are required to submit
proofs of claim by Nov. 2, 2006, to the company's liquidators:

          Chris Watler
          Joshua Grant
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands.

Creditors who are not able to comply with the Nov. 2 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Global Diversified's shareholders agreed on Sept. 12, 2006, for
the company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


GTR LTD: Creditors Have Until Nov. 2 to File Proofs of Claim
------------------------------------------------------------
GTR Ltd.'s creditors are required to submit proofs of claim by
Nov. 2, 2006, to the company's liquidators:

          Andrew Millar
          Joshua Grant
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands.

Creditors who are not able to comply with the Nov. 2 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

GTR Ltd.'s shareholders agreed on Sept. 13, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


IJARA DIVERSIFIED: Final Shareholders Meeting Is Set for Nov. 1
---------------------------------------------------------------
Ijara Diversified Funding Ltd.'s final shareholders meeting will
be at 9:00 a.m. on Nov. 1, 2006, at the company's registered
office.

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:

          Bonnie Willkom
          P.O. Box 1111
          Grand Cayman, Cayman Islands
          Tel: (345) 949-5122
          Fax: (345) 949-7920


MEMBERSHIP I: Filing of Proofs of Claim Is Until Nov. 2
-------------------------------------------------------
Membership I Funding Corp.'s creditors are required to submit
proofs of claim by Nov. 2, 2006, to the company's liquidator:

          Piccadilly Cayman Limited
          c/o BNP Paribas Bank & Trust Cayman Ltd.
          P.O. Box 10632 APO
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 2 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Membership I's shareholders agreed on Sept. 22, 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:

          Ellen J. Christian
          c/o BNP Paribas Bank & Trust Cayman Ltd.
          3rd Floor Royal Bank House
          Shedden Road, George Town
          Grand Cayman, Cayman Islands
          Tel: 345 945 9208
          Fax: 345 945 9210


PENTACLE CAPITAL: Creditors Must File Proofs of Claim by Nov. 2
---------------------------------------------------------------
Pentacle Capital Cayman, Inc.'s creditors are required to submit
proofs of claim by Nov. 2, 2006, to the company's liquidators:

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

Creditors who are not able to comply with the Nov. 2 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Pentacle Capital's shareholders agreed on Sept. 21, 2006, for
the company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


REVLON (CAYMAN): Liquidator Presents Wind Up Accounts on Nov. 1
---------------------------------------------------------------
Revlon (Cayman) Ltd.'s shareholders will convene for a final
meeting at 10:00 a.m. on Nov. 1, 2006, at:

          Revlon Consumer Products Corp.
          237 Park Avenue, New York
          New York 10017, USA

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

The liquidator can be reached at:

          Herman E. Malone, Jr.
          P.O. Box 309, George Town
          Grand Cayman, Cayman Islands

Revlon (Cayman) Ltd. is a subsidiary of Revlon Consumer Products
Corp.  The Group's principal activities are to manufacture and
market cosmetics and skin care, fragrances and personal care
products.  The products of the Group under cosmetics and skin
care product line include lip-makeup, nail color, nail care
products, eye and face makeup and skin care products such as
lotions, cleansers, creams, toners and moisturizers.  Fragrances
include perfumes, eau de toilettes, colognes, and body sprays.
Personal care line of products consists of hair care,
antiperspirant hypo allergenic personal care products.  The
customers of the Group include large mass volume retailers,
chain drug stores, department stores and other specialty stores
inclusive of perfumeries.


SAFI MONO: Deadline for Filing of Proofs of Claim Is on Nov. 2
--------------------------------------------------------------
The Safi Mono Fund Ltd.'s creditors are required to submit
proofs of claim by Nov. 2, 2006, to the company's liquidators:

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

Creditors who are not able to comply with the Nov. 2 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Safi Mono's shareholders agreed on Sept. 18, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


URBANITY CAPITAL: Proofs of Claim Filing Deadline Is on Nov. 2
--------------------------------------------------------------
Urbanity Capital Cayman, Inc.'s creditors are required to submit
proofs of claim by Nov. 2, 2006, to the company's liquidators:

          Guy Major
          Joshua Grant
          Maples Finance Limited
          P.O. Box 1093, George Town
          Grand Cayman, Cayman Islands.

Creditors who are not able to comply with the Nov. 2 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Urbanity Capital's shareholders agreed on Sept. 21, 2006, for
the company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.




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


CONSTELLATION BRANDS: Earns US$68.4MM for Quarter Ended Aug. 31
---------------------------------------------------------------
Constellation Brands, Inc., reported net sales of US$1.4 billion
for the quarter ended Aug. 31, 2006, up 19% over prior year.

The Increase in net sales was primarily due to the June 5, 2006,
acquisition of Vincor International Inc., and from growth in the
base business.  Branded business net sales grew 20%.  The
increase was due to the addition of Vincor and 7% growth for
branded business organic net sales on a constant currency basis.

                          Net Sales

Growth of branded wine for North America, primarily in the U.S.,
drove an overall 6% increase in branded wine organic net sales
on a constant currency basis.  The Vincor acquisition
complemented the growth to drive a 28% increase for branded wine
on a constant currency basis.

Net sales of branded wine for North America increased 34%.
Branded wine net sales for Australia/New Zealand increased 15%.
Net sales of branded wine for Europe increased 21%.

Organic net sales for wholesale and other increased 6% on a
constant currency basis, primarily from growth in the Company's
U.K. wholesale business.

The 9% increase in imported beers net sales was primarily due to
volume growth for the Company's portfolio and reflected strong
consumer demand throughout the summer season.

Total spirits net sales increased 8% for the second quarter.
Investments behind the company's premium spirits brands
contributed to an 8% increase in branded spirits, while contract
production services increased 10%.

                         Net Income

For the three months ended Aug. 31, 2006 the Company reported
net income of US$68.4 million, compared to net income of US$82.4
million three months ended Aug. 31, 2005.

Net Income for the six months ended Aug. 31, 2006 was
US$153.9 million, versus net income of US$158.1 million for the
six months ended Aug. 31, 2005.

The company disclosed that for the second quarter 2007,
operating income increased primarily due to the acquisition of
Vincor, as well as growth in the base business.  The Company
incurred US$4.1 million of stock-based compensation expense for
the second quarter related to the its March 1, 2006, adoption of
Statement of Financial Accounting Standards No. 123(R), which
reduced operating income growth by approximately 2 percentage
points.  For the quarter, the company also recorded
approximately US$1.5 million of expenses, primarily corporate
transaction-related costs associated with the formation of the
Crown Imports LLC joint venture.

Wines segment operating margin increased 100 basis points, due
primarily to a strong increase in operating margin in the U.S.
base business.  Beers and spirits segment operating margin
declined 90 basis points for the quarter, primarily due to
increased material costs for spirits, higher spending behind
premium spirits and stock compensation expense recognition.

The company recorded US$21.7 million of restructuring and
related charges for strategic business realignment activities
for the second quarter 2007, compared to US$2.2 million for the
same period last year.  On June 5, 2006, the company entered
into a new US$3.5 billion credit agreement, proceeds of which
were primarily used to fund the acquisition of Vincor, pay
certain Vincor indebtedness, and repay the outstanding balance
on the company's prior credit agreement.  The company recorded
US$11.8 million of expense for the write-off of bank fees
related to the repayment of the prior agreement.  Interest
expense increased 55% to US$72.5 million for the second quarter
2007, primarily due to the financing of the Vincor acquisition
and higher average interest rates.

                     Stock Repurchases

The Company also disclosed that during the second quarter 2007
it purchased 3.24 million shares of its class A common stock at
an aggregate cost of US$82 million, or at an average cost of
US$25.28 per share under its US$100 million share repurchase
program.

                          Outlook

Due to continued intense competition in the U.K. market, the
Company has revised its fiscal 2007 comparable basis diluted EPS
outlook to US$1.72 to US$1.76 from its previous estimate of
US$1.72 to US$1.80.

Based in Fairport, New York, Constellation Brands, Inc.
(NYSE:STZ, ASX:CBR) -- http://www.cbrands.com/-- produces and  
markets beverage alcohol brands with a broad portfolio across
the wine, spirits and imported beer categories.  Well-known
brands in Constellation's portfolio include: Almaden, Arbor
Mist, Vendange, Woodbridge by Robert Mondavi, Hardys, Nobilo,
Kim Crawford, Alice White, Ruffino, Kumala, Robert Mondavi
Private Selection, Rex Goliath, Toasted Head, Blackstone,
Ravenswood, Estancia, Franciscan Oakville Estate, Inniskillin,
Jackson-Triggs, Simi, Robert Mondavi Winery, Stowells,
Blackthorn, Black Velvet, Mr. Boston, Fleischmann's, Paul Masson
Grande Amber Brandy, Chi-Chi's, 99 Schnapps, Ridgemont Reserve
1792, Effen Vodka, Corona Extra, Corona Light, Pacifico, Modelo
Especial, Negra Modelo, St. Pauli Girl, Tsingtao.  One of
Constellation Brands wine and grape processing facilities is
located in Casablanca, Chile.

                        *    *    *

As reported in the Troubled Company Reporter on Aug. 14, 2006,
Moody's Investors Service assigned a (P)Ba2 rating to
Constellation Brands, Inc.'s new shelf and concurrently, a Ba2
rating to Constellation's new US$500 million senior unsecured
note, due 2016.  Constellation's existing ratings are not
affected by these actions, and have been affirmed.  The ratings
outlook remains negative.

As reported in the Troubled Company Reporter on Sept. 26, 2006
Moody's Investors Service's, in connection with its
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the U.S. beverage company sector,
affirmed its Ba2 Corporate Family Rating for Constellation
Brands Inc., and downgraded its Ba3 probability-of-default
rating to B1.  The rating agency also assigned its LGD6 loss-
given-default ratings on the Company's US$250 million 8.125%
Senior Subordinated Notes due Jan. 15, 2012, suggesting
noteholders will experience a 95% loss in the event of a
default.


CONSTELLATION BRANDS: Moody's Assigns Loss-Given-Default Rating
---------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. beverage company sector last week, the
rating agency affirmed its Ba2 Corporate Family Rating for
Constellation Brands Inc., and revised or held its probability-
of-default ratings and assigned loss-given-default ratings on
these loans and bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   US$500M Sr. Sec.
   Revolving Credit
   Facility due
   6/5/2011               Ba2      Ba2     LGD3       49%

   US$1.2B Sr. Sec.
   Tranche A Term
   Loan due 6/5/2011      Ba2      Ba2     LGD3       49%

   US$1.8B Sr. Sec.
   Tranche B Term
   Loan due 6/5/2013      Ba2      Ba2     LGD3       49%

   8.5% Series B Sr.
   Unsec. Notes due
   11/15/2009 - Sterling
   Series B Notes         Ba2      Ba2     LGD3       49%

   8.5% Series C Sr.
   Unsec. Notes due
   11/15/2009 - Sterling
   Series C Notes         Ba2      Ba2     LGD3       49%

   US$200M 8% Sr.
   Unsec. Notes due
   2/15/2008              Ba2      Ba2     LGD3       49%

   US$700M 7.25% Sr.
   Unsec. Notes
   due 9/1/2016           Ba2      Ba2     LGD3       49%

   US$250M 8.125%
   Sr. Sub. Notes
   due 1/15/2012          Ba3      B1      LGD6       95%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating
methodology will also enhance the consistency in Moody's
notching practices across industries and will improve the
transparency and accuracy of Moody's ratings as Moody's research
has shown that credit losses on bank loans have tended to be
lower than those for similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's alpha-
numeric scale.  They express Moody's opinion of the likelihood
that any entity within a corporate family will default on any of
its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's
opinion of expected loss are expressed as a percent of principal
and accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%)
to LGD6 (loss anticipated to be 90% to 100%).

Headquartered in Fairport, New York, Constellation Brands Inc.
-- http://www.cbrands.com/-- engages in producing and marketing
beverage alcohol brands in wine, imported beer, and spirits
categories principally in the United States, the United Kingdom,
Australia, and New Zealand.  One of Constellation Brands wine
and grape processing facilities is located in Casablanca, Chile.




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


BANCO DE BOGOTA: Will Participate in Banco del Cafe Auction
-----------------------------------------------------------
Banco de Bogota, along with Banco Davivienda SA, has decided to
participate in the auction of a 99.06% stake in Banco del Cafe,
MarketWatch reports, citing Fogafin -- a government agency that
insures bank deposits.

MarketWatch notes that Fogafin is also organizing the auction.

As reported in the Troubled Company Reporter-Latin America on
Oct. 9, 2006, eight banks had paid the COP50-million data room
fee to look at Banco del Cafe's books.  The eight companies
were:

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

Banco Davivienda and Banco de Bogota have presented offers for
the Banco del Cafe stake, according to MarketWatch.  

Banco de Bogota and Banco Davivienda will have an opportunity to
increase bids during a public ceremony on Thursday, when the
offers are disclosed by the government of Colombia, MarketWatch
relates.

Andres Florez, the president of Fogafin, told Dow Jones
Newswires, "We will open the envelopes (containing the bids) and
then both (Banco Davivienda and Banco de Bogota) will have a
chance to present a new envelope.  The highest bid will win the
auction."

As reported in the Troubled Company Reporter-Latin America on
Sept. 26, 2006, Mr. Florez said that Fogafin sold a 1% stake of
Banco del Cafe to current and former Banco del Cafe employees,
and privately-owned Colombian pension funds.  The local unit of
pension fund Skandia Forsakrings AB and the finance and health
cooperative Coomeva each purchased COP3 billion worth of Banco
del Cafe shares.

                        *    *    *

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: Davivienda Will Participate in Company's Auction
----------------------------------------------------------------
Banco Davivienda SA, along with Banco de Bogota, has decided to
participate in the auction of a 99.06% stake in Banco del Cafe,
MarketWatch reports, citing Fogafin -- a government agency that
insures bank deposits.

MarketWatch notes that Fogafin is also organizing the auction.

As reported in the Troubled Company Reporter-Latin America on
Oct. 9, 2006, eight banks had paid the COP50-million data room
fee to look at Banco del Cafe's books.  The eight companies
were:

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

Banco Davivienda and Banco de Bogota have presented offers for
the Banco del Cafe stake, according to MarketWatch.  

Banco de Bogota and Banco Davivienda will have an opportunity to
increase bids during a public ceremony on Thursday, when the
offers are disclosed by the government of Colombia, MarketWatch
relates.

Andres Florez, the president of Fogafin, told Dow Jones
Newswires, "We will open the envelopes (containing the bids) and
then both (Banco Davivienda and Banco de Bogota) will have a
chance to present a new envelope.  The highest bid will win the
auction."

As reported in the Troubled Company Reporter-Latin America on
Sept. 26, 2006, Mr. Florez said that Fogafin sold a 1% stake of
Banco del Cafe to current and former Banco del Cafe employees,
and privately-owned Colombian pension funds.  The local unit of
pension fund Skandia Forsakrings AB and the finance and health
cooperative Coomeva each purchased COP3 billion worth of Banco
del Cafe shares.

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.




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


* COSTA RICA: State Firm Sells Electrical Energy to Nicaragua
-------------------------------------------------------------
Teofilo de la Torre -- the general manager of the Instituto
Costarricense de Electricidad, the state monopoly on electricity
and telecommunications in Costa Rica -- told Inside Costa Rica
that the company sells small amounts of energy to Nicaragua.

According to Inside Costa Rica, a manager of Instituto
Costarricense said that Costa Rica sent Nicaragua five megawatts
of power late last week.

Inside Costa Rica relates that the energy sold to Nicaragua is
produced mainly from the thermal generation plants and hydro
generation plants.  The sale generates up to US$130 per megawatt
hour.

Energy produced by thermal plants using either diesel or bunker
fuel is more expensive, the Instituto Costarricense manager told
Inside Costa Rica.

                        *    *    *

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




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


BANCO BHD: Says Free Trade with US Could Close Local Businesses
---------------------------------------------------------------
Banco BHD said in its Business Consultancy Program preliminary
report that around one-third of businesses in the Dominican
Republic could shut down once the DR-CAFTA or The Dominican
Republic-Central American Free Trade Agreement with the United
States is implemented in the nation.

DR1 Newsletter relates that under an assessment program called
ASE-CAFTA, the market competitiveness of businesses was
evaluated.

Luis Molina Achecar, the president of Banco BHD, told DR1 that
30% of businesses in the country are competitive while 40% can
be considered indifferent.  

With the energy crisis, lack of financial support from
commercial banks and obsolete technologies, many businesses will
have a hard time once DR-CAFTA is in place, DR1 says, citing the
president of the Dominican Council for Small and Medium-sized
businesses.  

Banco BHD is recommending that the country make the proper
fiscal reforms, DR1 states.

                        *    *    *

As reported in the Troubled Company Reporter on May 22, 2006,
Fitch upgraded the foreign currency long-term Issuer Default
Rating of Banco BHD to 'B' from 'B-'.  Fitch has also affirmed
Banco BHD and Republic Bank's other international and national
ratings.  These actions follow Fitch's recently announced
upgrade of the Dominican Republic's long-term foreign currency
IDR to 'B'.




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


BEARINGPOINT INC: In Default on US$200 Mil. Bonds, Court Says
-------------------------------------------------------------
BearingPoint, Inc., received an order entered by the New York
State Supreme Court for New York County on Sept. 20, 2006,
finding the Company in default under the indenture governing the
its 2.75% Series B Convertible Subordinated Debentures due 2024.

The Company's default came as a result of the failure to timely
provide certain Securities and Exchange Commission periodic
reports to the trustee under the Subordinated Indenture.

In its decision, the NY County Court determined that the amount
of damages to the holders of the Series B Debentures was to be
determined subsequently at trial.

BearingPoint maintains that there are serious errors in the NY
County Court's ruling and intends to pursue its rights and
remedies in that regard and has filed an appeal.

Harry You, Chief Executive Officer of BearingPoint, stated "We
respectfully but strongly disagree with the decision not to
dismiss this claim and are appealing the order.  It is important
to note the court did not order an acceleration of the
debentures nor grant the request to award damages.  The new
uncertainties and risks created by this lawsuit are unacceptable
to the Company, our lenders, our other debentures holders,
shareholders, and employees."

The Company says it has commenced discussions with
representatives of the holders of all series of its debentures
and the lenders under its Senior Credit Facility to avoid any
unintended effects of this decision.  The Company also disclosed
that it continues to preserve its rights in the current lawsuit
by simultaneously pursuing an appeal.

BearingPoint also said it is deferring the filing of its Annual
Report on Form 10-K for fiscal 2005 because the uncertainties
created by the Supreme Court's decision that would result in an
explanatory paragraph indicating uncertainty about its ability
to continue as a going concern, if an opinion from its
independent registered public accountants were sought at this
time.

                Series B Debenture Litigation

BearingPoint is involved in a dispute with holders of the Series
B Debentures.  In a Jan. 18, 2006 lawsuit, certain holders of
the Series B Debentures alleged that

     a) the Company was in default under the Subordinated
        Indenture as a result of the Company's failure to timely
        provide certain periodic reports to the Trustee, and

     b) the Company had not honored a demand to accelerate all
        of the principal and accrued and unpaid interest on the
        Series B Debentures and sought unspecified damages for
        the breach.

The Trustee, on behalf of the holders of the Series B
Debentures, sought an award of damages in the amount of US$21.5
million, together with prejudgment interest at the rate of 9%
commencing on Nov. 17, 2005, but is not seeking to pursue a
judgment based on acceleration.

On Sept. 19, 2006, the NY County Court granted in part the
Trustee's motion for summary judgment by finding that the
Company is in default under the Subordinated Indenture as a
result of the failure to timely provide certain periodic SEC
reports to the Trustee under the terms of the Subordinated
Indenture.  The NY County Court denied the Company's cross
motion for summary judgment.  The NY County Court did not grant
the award for damages sought by the Trustee but instead ordered
that damages be determined at trial.  Acceleration of the Series
B Debentures was neither sought by the Trustee in its motion for
summary judgment nor ordered by the NY County Court.

            2005 Preliminary Unaudited Results

The Company's preliminary, unaudited information does not take
into account any adjustments related to the decision on the
Series B Debenture matter nor to the impacts from the passage of
time related to subsequent events accounting.

The unaudited preliminary financial results are:

   * Gross revenue for 2005 was approximately US$3.40 billion,
     representing a 1% growth rate over 2004.

   * Net revenue for 2005 was US$2.40 billion, an approximately
     2% increase over the prior year.

   * Net loss for 2005 is expected to be in the range of US$650
     to US$720 million.

            Second Quarter 2006 Business Update

Highlights of the Company's second quarter ended June 30, 2006
performance include:

   * Bookings were US$811 million in the second quarter of this
     year, bringing total bookings for the first half of 2006 to
     US$1.6 billion;

   * Voluntary total employee turnover was 29%, up from 24% in
     the first quarter 2006;

   * Total workforce utilization was 76.8%, up from 73.4% in the
     first quarter 2006;

   * Billable headcount for the second quarter of 2006 stood at
     approximately 15,200, a slight decline from the first
     quarter of 2006.

In addition, as of September 25, 2006, cash balances were
approximately US$291 million.

                       2006 Guidance

The Company further disclosed that it is targeting to become
current with its SEC filings by late spring of 2007.  Through
the process, it will continue to incur higher than expected
finance and accounting charges.  As a result of the costs
coupled with expenses related to equity compensation and bonus
accruals and other non- recurring items, the Company will be
significantly below the low end of its GAAP operating income and
cash guidance ranges for 2006.  The Company also withdrew its
previous financial guidance.

Based in McLean, Virginia, BearingPoint, Inc. --
http://www.BearingPoint.com/-- is a global management and   
technology consulting firm, providing strategic consulting,
application services, technology solutions and managed services
to Global 2000 companies and government organizations.  

                        *    *    *

As reported in the Troubled Company Reporter on June 2, 2006,
Moody's Investors Service confirmed the ratings for
BearingPoint, Inc.  Ratings affirmed include the B1 Corporate
Family Rating and the B3 rating on the Company's US$250 million
series A subordinated convertible bonds due 2024 and US$200
million series B subordinated convertible bonds due 2024.


BEARINGPOINT: Moody's Cuts Ratings on US$450 Million Bonds to B3
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of
BearingPoint, Inc., and has placed the company's ratings on
review for further possible downgrade.  The rating actions
reflect the company's YTD September 2006 cash outflows, which
have largely been driven by higher than expected finance and
accounting systems costs, delays in filing its annual financial
reports with the SEC, and increased Q2 2006 voluntary employee
turnover.

The review will focus on the company's prospects for reducing
costs to operate its accounting and financial systems, prospects
for becoming current on the filing of its SEC periodic reports,
reducing its voluntary turnover, and generating free cash flow.
As part of the review, Moody's will also assess the company's
prospects for either achieving bondholder consents or appealing
litigation (or disputing damage claims) stemming from a
September 2006 New York State Supreme Court Order, which grants
summary judgment to plaintiffs and finds the company in breach
under the indenture governing the company's 2.75% Series B
convertible subordinated debentures.

On Sept. 26, 2006, the company announced it has further
delayed the filing of its FY 2005 10-K as a direct consequence
of the September 2006 Order and does not expect to be current on
the filing of its SEC financial statements until the spring of
2007 at the earliest.  The company also announced that it
expects 2006 cash will be negatively impacted by unanticipated,
unusual, and ongoing costs to operate its accounting and
financial systems and by unanticipated and unusual costs to
retain its employees.

Ratings downgraded and placed on review for further possible
downgrade:

   * Corporate Family Rating --downgraded to B2 from B1

   * US$250 million series A subordinated convertible bonds due
     2024 --downgraded to B3 from B2

   * US$200 million series B subordinated convertible bonds due
     2024 --downgraded to B3 from B2

Headquartered in McLean, Virginia, BearingPoint, Inc. is a I/T
systems integrator, consultancy, and managed services provider
for commercial and governmental entities worldwide.  
BearingPoint has operations in these Latin American countries:
Argentina, Aruba, Brazil, Bolivia, Chile, Colombia, Costa Rica,
Curacao, Dominican Republic, Ecuador, Jamaica, Mexico,
Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Suriname,
Uruguay, Venezuela.


BEARINGPOINT INC: S&P Holds Corp. Credit & Debt Ratings on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on McLean, Virginia-
based BearingPoint Inc., remained on CreditWatch with developing
implications, where they were placed on March 18, 2005,
reflecting concerns regarding continued financial reporting
problems and a recently announced order entered by the New York
State Supreme Court for New York County finding BearingPoint in
default under the indenture governing the company's 2.75% Series
B Convertible Subordinated Debentures because of a failure to
file timely regulatory reports.

"This court ruling also introduces the possibility that holders
of BearingPoint's other indebtedness could pursue a similar
notice of default or acceleration," said Standard & Poor's
credit analyst Philip Schrank.

Acceleration of the US$200 million Series B debentures has not
been sought by the trustee, nor ordered by the court and the
company had almost US$300 million in cash at Sept. 25, 2006.  

While indemnity agreements relating to surety bonds and certain
other customer contracts could also be impacted, no other class
of bond holder has yet filed a notice of default.

Furthermore, senior debt holders can exercise blocking rights on
payments, including acceleration, under certain terms of all
series of BearingPoint's subordinated debentures.

Although the company intends to appeal this ruling, and seek
waivers from a majority of each series of debentures, barring
either of these outcomes, BearingPoint would also face the
possibility that its debt obligations would be classified as
current, if it were to file its 10-k currently.

Standard & Poor's will continue to monitor BearingPoint's
progress toward completing its delayed filings and its
discussions with representatives of the holders of all of its
debentures and its banks.  

If progress is not made over the next few weeks in coming to
agreements with all creditor groups regarding waivers and
forbearance, the ratings will be lowered to the 'CCC' category.

Conversely, the ratings could be reviewed for a possible upgrade
following the resolution of all financial reporting issues and
agreements with all the creditors.

Ratings on CreditWatch:

  BearingPoint Inc.:

     * Corporate credit rating: B-/Watch Dev./--
     * Senior secured: B-/Watch Dev.
     * Senior unsecured: B-/Watch Dev.
     * Subordinated debt: CCC+/Watch Dev.

BearingPoint has operations in these Latin American countries:
Argentina, Aruba, Brazil, Bolivia, Chile, Colombia, Costa Rica,
Curacao, Dominican Republic, Ecuador, Jamaica, Mexico,
Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Suriname,
Uruguay, Venezuela.


* ECUADOR: Junks IMF's Suggestion on Paying Off Court Ruling
------------------------------------------------------------
The government of Ecuador decided not to heed the International
Monetary Fund's suggestion to accumulate reserves to pay off a
possible ruling against the nation in the lawsuit filed by U.S.
firm Occidental Petroleum Corp., the Associated Press reports.

As reported in the Troubled Company Reporter-Latin America on
Oct. 5, 2006, Ecuador revoked Occidental Petroleum's contract to
operate fields in the nation, accusing that the firm sold part
of an oil block with the government's permission.  Occidental
Petroleum then filed arbitration claims against the government
and Petroecuador, seeking US$1 billion in damages and the return
of its assets.  Occidental Petroleum recently withdrew the
arbitration claim against Petroecuador to focus on the lawsuit
against the Ecuadorean government.  The company is still
planning to file the suit against Petroecuador in the future.

According to AP, IMF had told Ecuador and the World Bank in
September that the country should save funds in case the court
rules against them in the suit.

The recommendation to prepare for a ruling against the nation
indicates a serious prejudice and hateful partiality in favor of
interests that have seriously hurt Ecuador's demands, Jose
Borja, the Ecuadorean attorney general, said in a statement.

                 About Occidental Petroleum

Occidental Petroleum Corporation engages primarily in the
exploration, development, production, and marketing of crude oil
and natural gas in the United States and internationally.  As of
Dec. 31, 2005, it had proved reserves of approximately 2,082
millions barrels of oil and 3,478 billion cubic feet of natural
gas.

                        *    *    *

Fitch assigned these ratings on Ecuador:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     B-      Aug. 29, 2005
   Long Term IDR       B-      Dec. 14, 2005
   Short Term IDR      B       Dec. 14, 2005




=========
H A I T I
=========


* HAITI: US Trade Bill for Haiti to be Voted by End of 2006
-----------------------------------------------------------
A US legislator told the Associated Press that Congress could
vote on the Haitian Hemispheric Opportunity through Partnership
Encouragement or the HOPE bill -- a trade bill that would bring
apparel assembly jobs to Haiti -- by the end of 2006.

According to AP, the HOPE bill would grant duty-free access to
clothes made in Haiti with fabric from third-countries.  Once
the bill is ratified, the legislation could almost immediately
create up to 20,000 assembly jobs in Haiti.  

AP underscores that violence in Haiti forced most apparel
assembly factories in Port-au-Prince to close down down.  Some
have reopened, but others said they need US trade protection to
get back in business.

AP relates that the US lawmakers had delayed the consideration
of the HOPE bill in September.

The report says that the HOPE bill's supporters accused the US
lawmakers who postponed the voting of surrendering to pressure
from powerful US textile activists opposed to certain
provisions, including one that would allow Haiti to use yarn and
fabric from Asian competitors.

US Representative Sheila Jackson-Lee told AP that the concerns
were appropriate.  However, she said that she and her colleagues
believe they can restore the HOPE bill before the congress
adjourns, probably in December.

Ms. Jackson-Lee told Haitian reporters at the conclusion of a
four-day trade mission to the nation, "The HOPE bill is very
much still alive."

There is enough bipartisan support to revive the legislation
that would extend trade preferences to Haiti's apparel industry,
AP notes, citing Ms. Jackson-Lee.

"We believe we have the support, Republicans and Democrats, that
can give the HOPE bill another hearing," Ms. Jackson-Lee told
AP.

                        *    *    *

Haiti is currently seeking international help to spur economic
development in the country.  President Rene Preval submitted
that the country's poverty, widespread unemployment and the
dilapidated state of infrastructure will be alleviated with
increased international assistance.




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


* HONDURAS: Japan Forgives Nation's Outstanding Debts
-----------------------------------------------------
Japan has cancelled all outstanding debts of Honduras, according
to a report from Jiji Press.

According to Jiji Press, Takashi Koezuka -- the Japanese
ambassador -- and Rebecca Santos, Honduras' minister of finance,
signed late last week the notes to waive the remaining JPY12
billion owed by Honduras to Japan.

Jiji Press relates that Japan had waived in November 2005 the
JPY46.5 billion Honduras owed to Japan.  The debt included yen
loans extended to Honduras by the Export-Import Bank of Japan
and the Overseas Economic Cooperation Fund, which were
integrated to create the Japan Bank for International
Cooperation in 1999.

The debt waiver is based on an initiative the Group of Seven
industrialized countries adopted at a summit meeting in Cologne,
Germany, in 1999.  The initiative was aimed at reducing the
burden on heavily indebted, impoverished nations, Jiji Press
states.

                        *    *    *

Moody's Investor Service assigned these ratings on Honduras:

                     Rating     Rating Date
                     ------     -----------
   Senior Unsecured    B2       Sept. 29, 1998
   Long Term IDR       B2       Sept. 29, 1998




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


DIGICEL LTD: Offering New Service to Residential Clients in 2007
----------------------------------------------------------------
Digicel Ltd. will be offering new services for residential
customers around April or May next year, The Barbados Advocate
reports, citing John Mangos, Digicel's Business Development
Director.

Mr. Mangos told The Advocate that Digicel will initially target
the corporate market and then later the residential market.  He
said that bandwidth speeds for residential access will be up to
1 megabits per second.  The wireless network will be a state-of-
the-art Worldwide Interoperability for Microwave Access network.

Digicel has previously disclosed plans of constructing its own
Caribbean optic fiber line to cut costs related to using the
single regional optic fiber network owned by Cable & Wireless,
The Advocate states.

Digicel Limited is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started operations in Jamaica in April 2001 and now
offers GSM mobile services in Caribbean countries including
Jamaica, St. Lucia, St. Vincent, Aruba, Grenada, Barbados,
Cayman, and Curacao among others.  Digicel finished FY2005 with
1.722 million total subscribers -- 97% pre-paid -- estimated
market share of 67% and revenues and EBITDA of US$478 million
and US$155 million, respectively.

                        *    *    *

On July 12, 2006, Moody's Investors Service assigned a B3 senior
unsecured rating to the US$150 million add-on Notes offering of
Digicel Limited and affirmed Digicel's existing B3 senior
unsecured and B1 Corporate Family Ratings.  The outlook has been
changed to stable from positive.

Fitch Ratings assigned on July 14, 2006, a 'B' rating to Digicel
Limited's proposed add-on offering of US$150 million 9.25%
senior notes due 2012.  These notes are an extension of the
US$300 million notes issued in July 2005.  In addition, Fitch
also affirms Digicel's foreign currency Issuer Default Rating
and the existing US$300 million senior notes due 2012 at 'B'.
Fitch said the Rating Outlook is Stable.


NATIONAL COMMERCIAL: Enters Partnership with Jamaica Customs
------------------------------------------------------------
National Commercial Bank Jamaica Ltd. has partnered with Jamaica
Customs to allow all NCB Keycard and Keycard Cash holders to use
their cards to transact business with Jamaica Customs online.

The National Commercial's eBusiness & Merchant Services Division
provides the eCommerce gateway for the service, which will allow
Keycard holders to make payments directly to Jamaica Customs on
the Internet.

Keycard holders will no longer have to wait in long lines, worry
about carrying cash or having to get managers cheques to pay
duty charges.

"We are proud to partner with Jamaica Customs to provide this
service for thousands of Keycard holders; previously online
payments were limited to Visa and MasterCard holders only.  Now
any NCB Keycard or Keycard Cash holder can make payments from
the convenience of their home or office," said Ingrid Stephens,
the Assistant General Manager for the eBusiness & Merchant
Services Division.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2006, Fitch initiated rating coverage on Jamaica's
National Commercial Bank Jamaica, Ltd., by assigning 'B+'
ratings on the bank's long-term foreign currency.  Other ratings
assigned by Fitch include:

   -- Long-term local currency 'B+';
   -- Short-term foreign currency 'B';
   -- Short-term local currency 'B';
   -- Individual 'D';
   -- Support '4'.

Fitch said the ratings have a stable outlook.


SUGAR COMPANY: All-Island Jamaica Finds New Bidding Partner
-----------------------------------------------------------
The All-Island Jamaica Cane Farmers Association has found a new
partner in bidding for the five sugar factories of the Sugar
Company of Jamaica, Radio Jamaica reports.

The Sugar Company comprises:

          -- the Duckenfield estate in St. Thomas,
          -- Bernard Lodge in St. Catherine,
          -- Monymusk in Clarendon,
          -- Long Pond and Hampden in Trelawny, and
          -- Frome in Westmoreland.

As reported in the Troubled Company Reporter-Latin America on
Sept. 22, 2006, All-Island Jamaica abandoned its partnership
with Brazil's Aracatu, saying that the latter was not interested
enough in making a bid for the purchase of the Sugar Company.  
Allan Rickards, the chairperson of All-Island Jamaica, said that
the association since then intensified partnership discussions
with Dhampur Sugar Mills of India.

It was easy looking for new partners, Mr. Rickards told the
Financial Report.  There were several overseas investors
interested in making a joint bid for the factories.

Sugar Company of Jamaica registered a net loss of almost
US$1.1 billion for the financial year ended Sept. 30, 2005, 80%
higher than the US$600 million reported in the previous
financial year.  Sugar Company blamed its financial
deterioration to the reduction in sugar cane production.


* JAMAICA: Moody's Says Slow Growth Complicates Debt Dynamics
-------------------------------------------------------------
In its annual report on Jamaica, Moody's Investors Service says
that the government's B1 foreign currency bond rating reflects a
balance between a commitment to fiscal discipline and
sensitivity to shocks. The rating serves as the base for
Jamaica's Ba3 foreign currency country ceiling along with
Moody's assessment of a moderate moratorium risk in the case of
a government default.

The stable outlook is supported by the government's commitment
to return to a balanced budget position mandating debt-service
payments as the first expenditure priority, a proven ability to
face severe shocks, and a strong willingness to pay.

"In 2005, a series of exogenous shocks, including hurricanes and
high oil prices, derailed some of the key macroeconomic targets
set out in the government's medium-term framework," said Moody's
analyst Alessandra Alecci, author of the report.  "Such shocks
have led to fiscal outturns below the government's targets, thus
slowing the pace of public debt consolidation."

Ms. Alecci said there are considerable risks to this year's
official scenario, including lower-than-projected GDP growth and
the potential for hurricanes.  In light of such risks, it is too
early to tell whether the government will achieve its fiscal
target this year.

Ms. Alecci added that the proposed fiscal adjustment to tackle
the debt overhang is ambitious, and that the size and
composition of the government's debt stock leaves interest
payments still very vulnerable to pressure on either the
interest or exchange rates.

"The authorities' ability to stick to the broad parameters of
the medium-term program will be crucial to the adjustment
process over the next few years," said Ms. Alecci.  "Indeed, it
is the market's confidence in the fiscal consolidation program
that is underpinning Jamaica's fragile macroeconomic
equilibrium.  Such confidence has contributed to the relative
stability in the foreign exchange market and of yields on
government debt."

Foreign currency reserves have remained at historical highs
despite recent turmoil in the financial markets.  Moreover, the
government successfully negotiated another agreement to contain
public wages, a development that speaks to the willingness of
society to partake in what has been a difficult fiscal
adjustment.

Ms. Alecci said that Jamaica's slow growth, averaging just above
1% over the past several years, has predictably complicated debt
dynamics.  In the absence of faster growth, the proposed
reduction in the level of indebtedness falls almost entirely on
difficult fiscal adjustment.




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


BALLY TOTAL: June 30 Stockholders' Deficit Tops US$1.4 Billion
--------------------------------------------------------------
Bally Total Fitness Holding Corp. filed its financial results
for the second quarter and six months ended June 30, 2006, with
the U.S. Securities and Exchange Commission.

"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," Barry R. Elson, acting chief executive officer,
commented on the results.

"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 with 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$200,000, or 1%, below the second quarter of 2005 reflecting
the impact of lower revenue, partially offset by a reduction in
operating expenses.

These key expense categories are reflected in the second
quarter:

   -- A US$500,000 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$800,000 in the second quarter of 2005, compared with
      operating income of US$800,000 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$200,000 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$200,000 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$900,000 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$700,000 reflects a foreign exchange gain of US$1.8 million
and interest expense of US$26.1 million.

Interest expense increased US$5 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 with 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 Jan. 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.  
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.

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.  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$400,000, 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 increased from US$6.2 million 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 Jan. 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, Tex., in April 2006 and in
Downey, Calif., 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.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?1328

Chicago, Ill.-based Bally Total Fitness Holding Corp. (NYSE:
BFT) -- 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.

                        *    *    *

Moody's Investors Service confirmed its Caa1 Corporate Family
Rating for Bally Total Fitness Holding Corp.


BALLY TOTAL: S&P Affirms CCC Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings,
including the 'CCC' corporate credit rating, on fitness club
operator Bally Total Fitness Holding Corp.  All ratings are
removed from CreditWatch, where they were placed with developing
implications on Dec. 2, 2005, based the company's exploration of
strategic alternatives.  The outlook is developing.  Total debt
outstanding as of June 30, 2006, was US$723 million.

"Although Bally continues to explore strategic alternatives, the
probability of a major infusion of equity to reduce debt is
considerably diminished," said Standard & Poor's credit analyst
Andy Liu.

Separately, Bally announced that it had obtained a commitment
letter from several financial institutions with respect to a
new, US$280 million senior secured credit facility with a final
maturity date at the earlier of

   (1) Oct. 1, 2010, or

   (2) the date 14 days prior to the maturity date of the
       company's 9.875% senior subordinated notes due 2007,
       including if the maturity date on these senior
       subordinated notes have been extended.

Proceeds of the new credit facility will be used to refinance
the company's existing credit facility, fund capital
expenditures, and provide for additional liquidity.

The ratings on Bally reflect the company's significant near-term
maturities, heavy debt and operating lease burden, and negative
discretionary cash flow.  These factors are only partially
offset by the company's geographic diversity and large club
base.

Bally is the largest fitness club operator in North America,
with more than 380 clubs in the U.S. and Canada and about 3.6
million members.


CINEMARK INC: S&P Lowers Corporate Credit Rating to B from B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Cinemark Inc. and subsidiary Cinemark USA Inc., which are
analyzed on a consolidated basis, including lowering the
corporate credit ratings to 'B' from 'B+', following the closing
of the company's debt-financed acquisition of Century Theatres
Inc., the ratings on which were withdrawn.  The ratings on
Cinemark were removed from CreditWatch, where they were placed
with negative implications on Aug. 8, 2006.

At the same time, Standard & Poor's lowered the ratings on
Cinemark USA Inc.'s senior subordinated notes and Cinemark
Inc.'s senior discount notes to 'CCC+' from 'B-'.  Standard &
Poor's are also withdrawing the ratings on Cinemark USA Inc.'s
US$100 million revolving credit facility due 2010 and the US$260
million term loan due 2011, which it refinanced with its US$150
revolving credit facility due 2012 and US$1.12 billion term loan
B due 2013 as part of this transaction.

The outlook is stable.  Pro forma for the Century acquisition,
the Plano, Texas-based movie exhibitor will have US$3.1 billion
in debt, including holding company notes and capitalized
operating leases.
     
"The downgrade is based on the increase in credit risk arising
from high debt leverage of the newly combined company and our
concerns about longer term industry fundamentals," said Standard
& Poor's credit analyst Tulip Lim.

The ratings on Cinemark Inc. reflect:

   -- its high lease-adjusted leverage and financial risk,

   -- its participation in the mature and highly competitive
      nature of the U.S. motion picture exhibition industry,

   -- its exposure to the fluctuating popularity of Hollywood
      films,

   -- the shortening windows between theatrical and
      DVD/video-on-demand (VOD) release, and

   -- competition from other exhibitors and alternative
      entertainment sources.

These concerns outweigh the benefits of the combined companies'
quality theater circuits, above-average profit margins,
experienced management team, and the asset flexibility provided
by its profitable non-U.S. operations.


FORD MOTOR: Taps UBS to Filter Aston Martin Bids
------------------------------------------------
Ford Motor Co. is filtering out frivolous approaches for Aston
Martin, as the auction of the British luxury sports car
attracted many potential buyers to express interest in an
acquisition deal, James Mackintosh writes for the Financial
Times.

The company has appointed UBS to run the auction, which
requested bids to be confirmed by mid-October, FT cited people
familiar with the sale.

Sources said Aston CEO Ulrich Bez has already discussed the sale
with prospective buyers, indicating his interest in remaining as
head of the new ownership but denying plans to launch a
management buy-out, FT relates.

According to the report, the parties understood to have a firm
interest in the acquisition include, among others:

   -- One Equity, the private equity arm of JPMorgan where
      former Ford CEO Jac Nasser is a partner;

   -- Cerberus, the New York equity group which employs former
      Ford executive David Thursfield; and

   -- UK's Magma, run by former Ford of Europe CEO Martin Leach.

Ford is exploring strategic options for Aston Martin sports-car
unit, with particular emphasis on a potential sale of all or a
portion of the unit.

Headquartered in Dearborn, Michigan, Ford Motor Company --
http://www.ford.com/-- manufactures and distributes automobiles
in 200 markets across six continents.  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.


GENERAL MOTORS: S&P Holds Negwatch on Ratings After Talks Ended
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' long-term
and 'B-3' short-term corporate credit ratings on General Motors
Corp. would remain on CreditWatch with negative implications,
where they were placed March 29, 2006.  The CreditWatch update
follows the announcement that GM, Nissan Motor Co. Ltd., and
Renault S.A. are no longer in talks to explore a global
automotive partnership.  Standard & Poor's had not factored any
potential benefits of an alliance into GM's ratings.

"Although such an alliance might have brought some cost savings
in manufacturing, purchasing, or marketing," said Standard &
Poor's credit analyst Robert Schulz, "any benefits would likely
have taken a long time to materialize and would have been
accompanied by substantial execution risks, given the complexity
involved."

General Motors' ratings are likely to remain on CreditWatch
until we are able to ascertain the financial effect on General
Motors of its exposure to bankrupt former unit Delphi Corp., and
until the sale of a 51% stake in GMAC LLC to an investor
consortium is at or near completion.   Standard & Poor's
believes the Delphi situation will be resolved first, although
resolution is not required for the GMAC sale.

Beyond these events, we will focus on General Motors' progress
in improving its troubled North American automotive operations.  
The possibility that Kirk Kerkorian's Tracinda Corp. will
increase its ownership stake in the company to about 12% from
9.9% could increase pressure on management to shift from
existing strategies.  However, given Tracinda's existing board
representation, the potential effect of a higher stake is not
likely to be a significant factor in the CreditWatch resolution.

General Motors is suffering from meaningful market share erosion
in the U.S. and marked deterioration of its product mix, most
notably a precipitous weakening of sales of its midsize and
large SUVs.  These negative trends have vividly exposed the
extent of capacity and cost challenges that need to be addressed
in North America.  The company is undertaking yet another
significant round of cost reductions, production capacity cuts,
and workforce rationalization.  Yet, sustainable improvements in
North America will also require success with product acceptance
and pricing, in addition to cost reductions. Some -- but not all
-- new products launched in 2006 are selling well. Prospects for
General Motors' important late 2006 launch of a new full-size
pickup truck are uncertain, given softness and competition in
that segment.

Executed cost reductions include the negotiation of an agreement
with the United Auto Workers providing for reduced health care
costs. Yet, this agreement will only partly address the
competitive disadvantage posed by General Motors' health care
burden.  Moreover, cash savings will not be realized until 2008
because the company agreed to make a total of US$2 billion in
contributions to a newly formed VEBA trust during 2006 and 2007.

General Motors is also substantially reducing headcount through
an accelerated attrition plan under which more than 34,000
hourly employees have agreed to leave.  Although up to 5,000
Delphi employees can return to General Motors, the company will
reach its 2008 goal of reducing 30,000 manufacturing jobs about
two years early.  General Motors took a net after-tax charge in
the second quarter of about US$3.7 billion related to the
attrition program.

The most pressing near-term issue remains GM's exposure to
Delphi, its former unit and important supplier.  Hearings on
Delphi's request to reject its labor contracts and unprofitable
supply contracts with General Motors have been postponed a
number of times during 2006, although we expect negotiations
between Delphi, the United Auto Workers, and General Motors to
continue.  The court has scheduled a conference for Oct. 19.  
Standard & Poor's expects a resolution that does not entail a
Delphi strike, partly because Delphi's attrition program was
also very successful, but also because a strike would be
catastrophic for General Motors.  Delphi's much lower headcount
is likely to be an important factor in resolving General Motors'
exposure to the Delphi situation.

Deterioration of General Motors' credit quality has limited
GMAC's funding capabilities, and the company has agreed to sell
a 51% ownership stake in GMAC to a consortium headed by unrated
Cerberus Capital Management.  If the sale is completed, net cash
proceeds to General Motors at closing are expected to be about
US$8 billion, which represents about US$10 billion received by
closing less amounts reinvested in GMAC as part of the
transaction. These proceeds would bolster General Motors'
liquidity significantly.  Several key closing conditions have
recently been satisfied.  However, the consortium is now
considering how to deal with an unexpected six-month FDIC
moratorium on approving ownership changes affecting industrial
loan companies to avoid delaying the targeted closing date of
late 2006.


TOWER AUTO: Tower Mexico Wants Grupo Proeza Complaint Sustained
---------------------------------------------------------------
Tower Automotive Mexico, a Tower Automotive Inc. debtor-
affiliate, asks the U.S. Bankruptcy Court for the Southern
District of New York to sustain its complaint against Grupo
Proeza, S.A. De C.V.

"The plain language of an agreement between the parties in this
case calls for the arbitration of all disputes," John F.
Hartmann, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
asserts.  "Proeza cannot evade that agreement through the
invocation of foreign proceedings or artful submissions
disclaiming the Bankruptcy Court's jurisdiction."

Mr. Hartmann contends that Grupo Proeza's attempts to use the
forum selection clause of Metalsa, S.A. de C.V.'s amended by-
laws as evidence that Grupo Proeza and Tower Mexico had agreed
to abandon their previous understandings and not to arbitrate
their disputes is spurious and refuted by facts and controlling
law.

Mr. Hartmann notes that in the Mexican complaint filed by Grupo
Proeza, the company concedes that the sole purpose for the
December 1997 amendments was to change Metalsa's corporate form.
Therefore, the amendments had nothing to do with the parties'
previous agreements with respect to dispute resolution.

Mr. Hartmann further argues that the Bankruptcy Court has
subject matter jurisdiction over Tower Mexico's complaint, and
personal jurisdiction over Grupo Proeza, because:

    * there is no question that the outcome of the dispute
      between Grupo Proeza and Tower Mexico will have a
      significant effect on R.J. Tower Corp.'s estate;

    * Tower Mexico's interest in Metalsa will constitute a
      substantial part of the value distributed to R.J. Tower's
      creditors under an eventual Debtors' plan of
      reorganization;

    * Grupo Proeza's contacts with the U.S. are sufficient to
      justify the exercise of personal jurisdiction; and

    * tt is reasonable for the Bankruptcy Court to exercise
      personal jurisdiction over Grupo Proeza since it cannot
      identify an actual interest Mexico has in litigating its
      dispute with Tower Mexico.

Should the Bankruptcy Court find its jurisdictional allegations
lacking, however, Tower Mexico asks the Court to grant it the
right to amend its complaint or take jurisdictional discovery.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen,
Esq., Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz,
Esq., and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP,
represent the Debtors in their restructuring efforts.  Ira S.
Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they
listed $787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 46;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


* MEXICO: U.S. Companies Sell US$1B of Equipment to Pemex
---------------------------------------------------------
A total of 392 U.S. companies -- 186 of them small businesses
-- are selling US$1 billion of equipment and services to
Mexico's Petroleos Mexicanos aka Pemex for natural gas and oil
field development, backed by US$900 million in loan guarantees
from the Export-Import Bank of the United States or Ex-Im Bank.

Pemex will use the equipment and services -- financed by three
separate Ex-Im Bank guarantees -- to develop 44 drilling
development sites throughout Mexico under the New Pidiregas
Projects or NPP, the Strategic Gas Program or PEG, and the
Cantarell oil field project.  Exploration sites are on- and off-
shore in the states of Veracruz, Tabasco, Tamaulipas, Chiapas,
and Campeche states.  The projects have been approved by the
lower house of Mexico's Congress, and are to be included in its
annual national budget.

"These transactions show Ex-Im Bank's increasingly wide reach to
U.S. small businesses from coast to coast, not only through
direct support of small business transactions, but equally
importantly through small business participation as sub-
suppliers in large export sales such as these," said Ex- Im
Bank's Chairman and President James H. Lambright.

Ex-Im Bank's board of directors has approved:

   -- A US$350 million long-term loan guarantee to support the
      export of goods and services from 191 U.S. companies
      (91 of them small businesses) for upstream oil field
      development at 23 natural gas and crude oil exploration
      sites on- and off-shore near the Bay of Campeche, under
      the NPP.  The equipment will be used for field pressure
      maintenance, field production optimization, refurbishment
      and exploration to increase national production capacity.
      BNP Paribas, New York, N.Y., is the guaranteed lender.

   -- A US$250 million long-term loan guarantee to support the
      export of goods and services from 134 U.S. companies (64
      of them small businesses) to be used at the Cantarell oil
      field in the state of Campeche, Mexico's largest field
      under development.  The equipment will be used to maintain
      field pressure, deepen or drill 58 wells, and complete
      drilling of 77 development wells, also with the aim of
      increasing production capacity.
      
      ABN Amro Bank N.V., Chicago, Ill., is the guaranteed
      lender.

   -- A US$300 million long-term loan guarantee to support the
      export of goods and services from 67 U.S. companies (30 of
      them small businesses) to be used in Mexico's PEG to
      increase natural gas exploration and production.  The
      program is made up of 20 separate program areas on- and
      off-shore in Veracruz, Tabasco, Tamaulipas, Chiapas and
      Campeche.  Standard Chartered Bank, New York, N.Y., is
      the guaranteed lender.

U.S. companies involved in the export sales are located from
Massachusetts to California and most states in between,
including significant representation from Texas and Louisiana.

Small business participation in the three projects in terms of
monetary value ranges from 8 to 16 percent. But small businesses
account for 47 percent of participants in NPP, 44 percent in
PEG, and 48.5 percent in
Cantarell.

Over the past six years, Ex-Im Bank has approved $6.33 billion
in financing in support of U.S. exports to Pemex.

Ex-Im Bank this year marks its 72nd year of helping finance the
sale of U.S. exports, primarily to emerging markets throughout
the world.  In fiscal year 2005 Ex-Im Bank authorized nearly
US$14 billion in transactions supporting almost US$17.9 billion
in U.S. exports.  This represented 3,128 transactions, of which
2,617, or over 80%, directly benefited small businesses.

                        *    *    *

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.




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


* NICARAGUA: Buys Electrical Energy from Costa Rican State Co.
--------------------------------------------------------------
Nicaragua is buying small amounts of energy from Instituto
Costarricense de Electricidad, the state monopoly on electricity
and telecommunications in Costa Rica, Inside Costa Rica reports,
citing Teofilo de la Torre -- the general manager of the
Instituto Costarricense.

According to Inside Costa Rica, a manager of Instituto
Costarricense said that Costa Rica sent Nicaragua five megawatts
of power late last week.

Inside Costa Rica relates that the energy sold to Nicaragua is
produced mainly from the thermal generation plants and hydro
generation plants.  The sale generates up to US$130 per megawatt
hour.

Energy produced by thermal plants using either diesel or bunker
fuel is more expensive, the Instituto Costarricense manager told
Inside Costa Rica.

                        *    *    *

Moody's Investor Service assigned these ratings to Nicaragua:

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




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


CHIQUITA BRANDS: Initiates Organizational Changes
-------------------------------------------------
Chiquita Brands International, Inc., disclosed a number of
organizational changes designed to foster further innovation and
growth in its key product segments, bananas and value-added
salads, as well as leverage cold-chain management as a core
global capability.

"The changes announced [Wednes]day are part of our objective to
build a high-performance organization, and are designed to help
us take advantage of market growth opportunities," said Fernando
Aguirre, chairman and chief executive officer.  "First, having
two proven senior-level executives focusing on our key product
segments across all geographies will help us apply best-
practices throughout the organization, develop a sustainable
pipeline of innovative products for each segment, and develop a
growth platform for our key products on a global basis.  Second,
as our supply chain becomes more complex, it is critical that we
focus on creating efficiency and ensuring that cold-chain
management remains a core capability.  We believe the changes
announced will further strengthen our business in these two
critical areas and position us to achieve our goals."

              Focus on Global Product Growth

The company has named Jeff Filliater and Scott Komar to newly
created global product leader positions. Filliater becomes vice
president, global strategies for bananas, reporting to Bob
Kistinger, president and chief operating officer of Chiquita
Fresh, and Komar becomes vice president, global strategies for
salads, reporting to Tanios Viviani, president of Fresh Express.

Filliater, who previously served as senior vice president of
Chiquita Fresh North America, is responsible for developing
Chiquita's banana business worldwide, including establishing the
growth platform and innovation pipeline for higher-margin,
value-added banana products and applying best practices across
geographies.  As the global product leader for the salads,
Komar, who previously served as vice president of operations at
Fresh Express, is responsible for the company's growth strategy
in the value-added salads category, including developing a
business model by geography to extend the company's salad
business to new markets.

Mr. Aguirre commented, "We believe providing global product
support will enable our organization to better capitalize on
growth opportunities and advance our global leadership position
in these two key categories.  We are confident that Jeff and
Scott's experience and leadership will enable them to deliver
tangible benefits to our organization in their new roles."

As Mr. Filliater moves into his new role, Richard M. Continelli,
a veteran with nearly 25 years of experience in the consumer
packaged goods arena, has been hired as president of Chiquita
Fresh North America, reporting to Kistinger.  In this role, Mr.
Continelli will be responsible for profitability and all
operations of the Chiquita Fresh business in the North American
market.

"Rick's experience in senior sales and marketing roles for
several leading consumer packaged goods companies fits nicely
with our objective of becoming a consumer-driven, innovative and
high-performance organization," said Mr. Aguirre.  "His
expertise in customer, channel and category management and his
outstanding leadership qualities will be assets in helping
expand our North American business through new products,
channels and customer relationship management.  I am confident
that Rick will continue the momentum that Jeff and the North
American team have generated to help Chiquita Fresh North
America reach its goals."

For the last seven years, Mr. Continelli worked for Mars, Inc.,
most recently as vice president of sales for the Masterfoods
USA - Snackfood subsidiary in New Jersey.  While at Mars, Mr.
Continelli was responsible for sales, share and profit targets
in all channels.  He launched a new collaborative planning
process that links top customers to Mars' innovation and
activity-management process.  In addition, he implemented a
customer segmentation process to provide differentiated services
and created a new customization framework that resulted in
increased sales and profitability.

Mr. Continelli's experience also includes two years as vice
president, field sales for Schering-Plough Healthcare Products
and nine years with RJR/Nabisco where he held positions of
increasing responsibility ranging from division sales manager to
vice president of sales for the Central United States.  His
responsibilities included the national SuperValu, Fleming and
Walgreen businesses.  At Nabisco, he had extensive experience in
marketing new products, national/regional trade strategies and
category management programs.  He began his career with Nestle
Frozen and Refrigerated Food Co. as a retail sales
representative, and advanced to Chicago district sales manager.  
Mr. Continelli graduated cum laude from Boston University with a
bachelor of arts degree.

             Leveraging Cold-Chain Management

As part of the company's strategic emphasis on excelling in
cold-chain management, Waheed Zaman, senior vice president,
global supply chain organization and procurement, will focus
full time on leading the company's global supply chain.  
Previously, Mr. Zaman had served as CIO in addition to his
supply chain responsibilities.

Mr. Zaman's initial priorities include achieving in-market
transportation and logistics efficiencies, creating a
comprehensive network capacity plan and supporting co-
manufacturing initiatives, focusing first on combining some
supply chain activities that are conducted separately today in
the North American market, later to expand to other geographies.

As a result of Mr. Zaman's focus on the global supply chain,
Manjit Singh, who joined the company in April as vice president,
corporate information technology, has been promoted to chief
information officer.  In his new role, Mr. Singh will serve on
the company's management committee, reporting to Aguirre, and be
responsible for all facets of Chiquita's global commercial and
innovations systems, infrastructure and applications services,
master planning and architecture, web applications and
information delivery.

"Having both world-class information technology and superior
cold-chain management is critical to our success.  As such, we
are pleased to have two proven professionals who will be focused
on leading us forward in each of these areas," Mr. Aguirre said.
"Under Manjit's leadership, IT will continue to play a crucial
role in facilitating our innovation, growth and cost-saving
initiatives.  Further, we are pleased to have Waheed's full
focus on driving supply chain efficiency and ensuring cold-chain
management remains a core competency."

Mr. Singh came to Chiquita from Gillette in Singapore where he
served as director, Asia Pacific business systems and regional
chief information officer for four years.  He combined three
independent IT organizations into a single unit responsible for
all Asia Pacific IT operations.  In addition, he developed a
regional project management office and drove the creation of a
project development and approval process tailored to Asia
Pacific needs and which incorporated Six Sigma concepts while
also leading the regional SAP, JDE, and Fourth Shift enterprise
resource planning teams.

Before joining Gillette, Mr. Singh worked in Cincinnati as chief
information officer of a company whose operations were acquired
by Broadwing, an organization that provided fixed line,
wireless, Internet, e-commerce and hosting services across the
United States.  He joined Broadwing subsidiary ZoomTown, serving
as director of strategic alliances, where his responsibilities
included directing a venture capital investment fund and
handling mergers and acquisitions.

Prior to that, Mr. Singh worked for Procter & Gamble in
Cincinnati, where he served in positions ranging from systems
analyst to section manager.  Among his accomplishments was the
launch of the first official P&G corporate worldwide web site
and set up of that company's initial Internet e-commerce and
marketing efforts.  He earned a bachelor of science in
mathematics and computer science at the State University of New
York at Binghamton and a master of science in computer science
from Indiana University.

                       About Chiquita

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and  
distributes fresh food products including bananas and nutritious
blends of green salads.  The company markets its products under
the Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks.  Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide.

                        *    *    *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Moody's Investors Service affirmed all ratings for Chiquita
Brands L.L.C. (senior secured at Ba3), as well as for its parent
Chiquita Brands International, Inc. (corporate family rating at
B2), but changed the outlook to negative from stable.  This
action followed the company's announcement that its operating
performance continues to be negatively impacted by lower pricing
in key European and trading markets, as well as excess fruit
supply.




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


* PERU: Mining Sector Positively Impacts Nation's Exports
---------------------------------------------------------
Exports of Peru are continuing to experience growth due to a
strong performance in the nation's mining sector, Latin Business
Chronicle reports.

Franco Uccelli, an analyst at Bear Stearns, told Latin Business,
"Peru has benefited from a positive terms of trade shock this
year, as international prices for its principal export products
(such as copper, gold and zinc) have increased by more than 35
percent on average."

Peruvian exports increased by 27% in August 2006, compared with
August 2005.  Total exports for the first eight months in 2006
grew 34%, compared with the same period in 2005, Latin Business
says, citing Mr. Uccelli.

The country's exports are expected to increase further due to
the pending free trade accord with the United States and its
intensified relations with Chile, Latin Business states.

                        *    *    *

Fitch Ratings assigned these ratings on Peru:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     BB      Nov. 18, 2004
   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


* PERU: Sets Agenda for Telefonica del Peru Contract Talks
----------------------------------------------------------
The Peruvian government has set out an agenda with Telefonica
del Peru regarding the renegotiation of contracts, MarketWatch
reports, citing government officials.

The executive branch of the Peruvian government disclosed that
the government and Telefonica del Peru agreed to renegotiate
amendments in the latter's service contracts, MarketWatch says.

Veronica Zavala, the Transportation and Communications Minister,
said in a radio interview, "Yesterday we formally announced that
we have an agreement to look at seven points."

MarketWatch relates that the seven points on the agenda include:

          -- basic monthly charge,

          -- billing by the minute instead of by the second,

          -- allowing clients to accumulate unused time on
             telephone cards,

          -- national and international long-distance tariffs,
    
          -- public telephones,
  
          -- expansion of telephone services in the interior of
             Peru, and

          -- technological innovations.

As reported in the Troubled Company Reporter-Latin America on
Oct. 2, 2006, Yhoni Lescano -- the chairperson of the Consumer
Protection Commission in Peru -- accused telecom monopolist
Telefonica del Peru of charging fees on non-existent services to
the Peruvian congress, saying that a consultant contracted by
the Parliament discovered irregular collections that occurred
between May 2002 and February 2003.  Mr. Lescano claimed that
Telefonica del Peru only confirmed an amount of PEN327,000.  He
said, "They have acknowledged this charge but, according to
estimates of the consultant, these collections continued being
made in later months and the amount could reach up to PEN1.8
million."  The government has been working on a law that would
eliminate basic landline telephone fees.  The congress recently
approved a bill to eradicate fixed monthly tariffs
telecommunication service providers charge.

President Alan Garcia decided late last week not to sign the
legislation the congress made and instead decided to send it
back to the latter for improvement, MarketWatch relates.  

According to MarketWatch, Telefonica del Peru has been under
heavy pressure from consumer-rights advocates and several
members of the congress, who want it to decrease the company's
charges.  Meanwhile, the government is also concerned about
discouraging investors and stopping progress in extending
service to those who don't have it.

President Garcia said in a speech, "What I want is that they
charge less for those who already have telephones but not to
interrupt the process of bringing telephones to those who don't
have them."

MarketWire emphasizes that government officials expressed
concerns that any unilateral moves to change the conditions of
the Telefonica del Peru contracts could bring in international
arbitration hearings against the government.

It would be unconstitutional for the Peruvian congress to
unilaterally ratify a law to change the Telefonica del Peru
contract, MarketWatch says, citing Prime Minister Jorge del
Castillo.

"We have presented to Congress an observation of the basic
monthly charge law, based on the argument that it presents a
constitutional problem. We have a contract that can only be
changed by modifications involving the companies in question,"
Prime Minster del Castillo told MarketWire.

                        *    *    *

Fitch Ratings assigned these ratings on Peru:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     BB      Nov. 18, 2004
   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


* PERU: Will Start Shipping Banana Chips to U.S. & Europe
---------------------------------------------------------
The Association of Banana Producers in Peru will start shipping
banana chips to the United States and Europe in November, Living
in Peru reports.

According to the same article, Representative Jose Amaya Chunga
said that exports in 2007 will generate revenues of PEN1.2
million from a production of 198 metric tons.

"We will take advantage of 3,600 tons metric of bananas, not
only for the chifles production but also for manufacturing
banana flour," Mr. Amaya told Living in Peru.

                        *    *    *

Fitch Ratings assigned these ratings on Peru:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     BB      Nov. 18, 2004
   Long Term IDR       BB      Dec. 14, 2005
   Short Term IDR      B       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating      BB+     Dec. 14, 2005




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


ADVANCE AUTO: Refinances Secured Credit Facility
------------------------------------------------
Advance Auto Parts Inc. refinanced its secured credit facility
to a new US$750 million unsecured five-year revolving credit
facility.  This facility replaces the Company's existing term
loans and revolver.

"This refinancing provides Advance Auto Parts with an attractive
level of financial flexibility, enabling us to increase
liquidity while reducing interest expense," said Michael Moore,
Executive Vice President and Chief Financial Officer.  "We
greatly appreciate the confidence our lenders continue to have
in our future."

Approximately US$434 million is drawn against the new facility.
While the company has the ability to borrow up to the full
amount of the facility, it does not expect to significantly
increase its leverage.  As a result of the improved borrowing
costs under the new facility, the Company anticipates pre-tax
interest expense savings of more than US$2.5 million annually.

The facility bears interest at the rate of LIBOR plus a spread.
The spread is currently 75 basis points, resulting in an
annualized interest rate of approximately 6.1%, based on the
current LIBOR.  The Company has executed new swap agreements,
which effectively fix the interest rate on US$225 million of the
new facility at approximately 5% plus a spread.  Under the terms
of the new facility, the spread over LIBOR will adjust to
reflect any future changes in the Company's credit rating.

In conjunction with this refinancing, the Company expects to
record a charge of approximately US$1.9 million of deferred
financing charges associated with its prior credit facility,
and record income of approximately US$2.9 million associated
with previously unrealized gains on interest-rate swaps.  Both
of these amounts will be recorded in the Company's third fiscal
quarter, resulting in a net pre-tax gain of US$1 million for the
quarter.

The lending group, led by JP Morgan, includes Bank of America,
SunTrust and BB&T.

                     About Advance Auto

Headquartered in Roanoke, Va., Advance Auto Parts (NYSE: AAP)
-- http://www.advanceautoparts.com/-- is the second-largest  
retailer of automotive aftermarket parts, accessories,
batteries, and maintenance items in the United States, based on
store count and sales.  As of April 22, 2006, the Company
operated 2,927 stores in 40 states, Puerto Rico, and the Virgin
Islands.  The Company serves both the do-it-yourself and
professional installer markets.

                        *    *    *

As reported in the Troubled Company Reporter on June 9, 2006,
Standard & Poor's Ratings Services revised the outlook for
Advance Auto Parts Inc. to positive from stable and affirmed its
'BB+' corporate credit and senior secured debt ratings.


CENTENNIAL COMMS: Aug. 31 Balance Sheet Upside-Down by US$1.06BB
----------------------------------------------------------------
Centennial Communications Corp. reported a loss from continuing
operations of US$2.2 million for the fiscal first quarter of
2007, compared to income from continuing operations of US$14.6
million in the fiscal first quarter of 2006.

At Aug. 31, 2006, the Company's balance sheet showed
US$1,433,497,000 in total assets and US$2,498,651,000 in total
liabilities resulting in a US$1,065,154,000 stockholders'
deficit.

The fiscal first quarter of 2007 included US$2.1 million of
stock-based compensation expense due to the Company's adoption
of SFAS 123R.

Total debt less cash equivalents was US$2.05 billion for the
three months ended Aug. 31, 2006 as against total debt less cash
equivalents of US$1.48 billion for the three months ended
Aug. 31, 2005.

The Company reported fiscal first-quarter consolidated revenue
from continuing operations of US$243 million, which included
US$120.4 million from U.S. wireless and US$122.6 million from
Caribbean operations.  Consolidated revenue from continuing
operations grew 2% versus the fiscal first quarter of 2006.

                     Segment Highlights

U.S. Wireless Operations

   * Revenue was US$120.4 million, a 12% increase from last
     year's first quarter.  Retail revenue, total revenue
     excluding roaming revenue increased 17% from the year-ago
     period, supported by strong feature, data and access
     revenue from a 10% increase in total retail subscribers.  
     Roaming revenue decreased 9% from the year-ago quarter as a
     result of a decline in the per minute rate for GSM roaming
     traffic.

   * Average revenue per user was US$67 during the fiscal
     first quarter, a 2% year-over-year increase.

   * Adjusted Operating Income was US$43.7 million, a 7% year-
     over-year increase, representing an AOI margin of 36%.

   * U.S. wireless ended the quarter with 654,900 total
     subscribers including 51,300 wholesale subscribers,
     compared to 592,600 for the prior-year quarter including
     43,200 wholesale subscribers and to 648,000 for the
     previous quarter ended May 31, 2006, including 51,100
     wholesale subscribers.

   * Capital expenditures were US$5.4 million for the fiscal
     first quarter.

Caribbean Wireless Operations

   * Revenue was US$91.3 million, a decline of 5% from the
     prior-year first quarter, driven primarily by lower access
     and airtime revenue in Puerto Rico and the Dominican
     Republic.

   * ARPU was US$41, an 11% decline from the year-ago period,
     due to the continued impact of prepaid subscriber growth in
     the Dominican Republic and aggressive marketing of
     companion rate plans in Puerto Rico.

   * AOI totaled US$33.6 million, a 9% year-over-year decrease,
     representing an AOI margin of 37%.

   * Caribbean wireless ended the quarter with 775,500
     subscribers, which compares to 715,000 for the prior-year
     quarter and to 739,200 for the previous quarter ended
     May 31, 2006.

   * Capital expenditures were US$7.4 million for the fiscal
     first quarter.

Caribbean Broadband Operations

   * Revenue was US$35.1 million, a 4% year-over-year decrease.

   * AOI was US$17.2 million, a 3% increase from the year-ago
     period, representing an AOI margin of 49%.

   * Switched access lines totaled approximately 73,100 at the
     end of the fiscal first quarter, an increase of 8,400
     lines, or 13% from the prior-year quarter.  Dedicated
     access line equivalents were 298,400 at the end of the
     fiscal first quarter, a 17% year-over-year increase.

   * Capital expenditures were US$4.1 million for the fiscal
     first quarter.

              Strtategic Alliance with OneLink

The Company, on Sept. 11, 2006, disclosed a strategic alliance
with OneLink Communications that will accelerate the deployment
of converged services by bringing telephony to OneLink's 138,000
customers.  The Company, supported by a state-of-the-art fiber
optic backbone and recently completed soft-switch network, will
provide OneLink with service applications and connectivity to
the public telephone network.  OneLink Communications, one of
the leading cable companies in Puerto Rico, will be expanding
its service portfolio by adding broadband telephony to its
existing suite of services.

                      FCC AWS Auction

The FCCs Advanced Wireless Service auction concluded on
Sept. 18, 2006, with the Company as the provisional winning
bidder on two 20 MHz licenses covering over 1.3 million Pops in
Grand Rapids and Lansing, Michigan for an aggregate value of
US$9.1 million.

A full-text copy of the Company's financial statement for the
three months ended Aug. 31, 2006, is available for free at:

             http://ResearchArchives.com/t/s?1324

              About Centennial Communications

Headquartered in Wall, New Jersey, Centennial Communications
Corp. -- http://www.centennialwireless.com/-- provides
wireless communications with cellular licenses covering smaller
markets in the central United States.  Centennial also offers
personal communications services in the Caribbean, as well as
wireline and wireless broadband services.  It operates as a
competitive local-exchange carrier in Puerto Rico, offering
traditional and Internet-based phone service.  Centennial sold
its Puerto Rican cable operations in 2004.  Venture capital firm
Welsh, Carson, Anderson & Stowe (54%) and a unit of the
Blackstone Group (24%) are Centennial's controlling
shareholders.

                        *    *    *

As reported in the Troubled Company Reporter on Jul. 3, 2006,
Fitch assigned Centennial Communications Corp.'s issuer default
rating at 'B-' and senior unsecured notes rating at 'CCC/RR6'.
Fitch said the rating outlook is stable.


DRESSER INC: Receives Necessary Consents to Amend Indenture
-----------------------------------------------------------
Dresser, Inc., disclosed that holders of approximately US$502.8
million in aggregate principal amount of its 9-3/8% senior
subordinated notes due 2011 have tendered their notes for
purchase and delivered consents for proposed amendments to the
governing indenture as of 5 p.m., New York City time, on
Oct. 6, 2006, pursuant to the previously announced tender offer
and consent solicitation.

This participation of approximately 91.4% of the total principal
amount of notes outstanding represents a majority of the
outstanding notes, and consequently Dresser has executed a
supplemental indenture that eliminates or modifies many
restrictive covenants and other provisions. The supplemental
indenture will become operative when Dresser pays the tendering
noteholders in accordance with the terms of the tender offer and
consent solicitation.

Dresser is also extending the expiration date of the tender
offer from Oct. 23, 2006, to midnight, New York City time, on
Oct. 30, 2006, to more closely coincide with the expected
completion of the previously announced refinancing of its
existing debt.  Holders who have already tendered their notes
and delivered their consents on or prior to Oct. 6 may not
withdraw their notes or revoke their consents.

Holders who tendered on or prior to Oct. 6 are eligible to
receive US$1,048.13 for each US$1,000 principal amount of notes
tendered, plus accrued and unpaid interest up to, but not
including, the date the notes are paid under the terms of the
offer.  The purchase price includes a US$20 consent payment for
each US$1,000 of principal amount for holders who met the Oct. 6
deadline.  Under the terms of the tender offer announced
Sept. 25, 2006, holders who validly tender their notes after the
Oct. 6 deadline and on or prior to midnight, New York City time,
on Oct. 30, 2006, will be eligible to receive US$1,028.13 per
US$1,000 principal amount of notes validly tendered and not
withdrawn, plus accrued and unpaid interest up to, but not
including, the date the notes are paid under the terms of the
offer.  Dresser expects to make the payments on Oct. 31, 2006.

Dresser's obligation to accept tendered notes for payment is
contingent on consummation of the refinancing of the company's
existing senior debt facilities with available borrowings
sufficient to pay amounts due to tendering holders of the notes.  
The company previously received a commitment for the refinancing
of its debt from Morgan Stanley and Credit Suisse.

Morgan Stanley is the dealer manager and solicitation agent in
connection with the tender, offer and consent solicitation.  
MacKenzie Partners, Inc. is the depositary and information agent
for the offer.

Questions regarding the tender offer and consent solicitation
should be directed to:

           Morgan Stanley
           Tel: 800-624-1808 (U. S. toll-free)
                212-761-5746 (collect)

Requests for copies of the Offer to Purchase and Consent
Solicitation Statement and the related Consent and Letter of
Transmittal should be directed to:

           MacKenzie Partners
           Tel: 800-322-2885 (U. S. toll-free)
                212-929-5500 (collect)

                        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 Brazil,
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.


MAIDENFORM BRANDS: Moody's Assigns Loss-Given-Default Rating
------------------------------------------------------------
In connection with Moody's Investors Service's implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. and Canadian Retail sector, the rating
agency confirmed its B1 Corporate Family Rating for Maidenform
Brands, Inc.  Additionally, Moody's revised or held its
probability-of-default ratings and assigned loss-given-default
ratings on these loans and bond debt obligations:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Senior secured
   revolver               Ba3      Ba2     LGD2       29%

   Senior secured
   term loan              Ba3      Ba2     LGD2       29%

Moody's explains that current long-term credit ratings are
opinions about expected credit loss, which incorporate both the
likelihood of default and the expected loss in the event of
default.  The LGD rating methodology will disaggregate these two
key assessments in long-term ratings.  The LGD rating
methodology will also enhance the consistency in Moody's
notching practices across industries and will improve the
transparency and accuracy of Moody's ratings as Moody's research
has shown that credit losses on bank loans have tended to be
lower than those for similarly rated bonds.

Probability-of-default ratings are assigned only to issuers, not
specific debt instruments, and use the standard Moody's
alpha-numeric scale.  They express Moody's opinion of the
likelihood that any entity within a corporate family will
default on any of its debt obligations.

Loss-given-default assessments are assigned to individual rated
debt issues -- loans, bonds, and preferred stock.  Moody's
opinion of expected loss are expressed as a percent of principal
and accrued interest at the resolution of the default, with
assessments ranging from LGD1 (loss anticipated to be 0% to 9%)
to LGD6 (loss anticipated to be 90% to 100%).

Maidenform Brands, Inc. -- http://www.maidenform.com/-- is a
global intimate apparel company with a portfolio of established
and well-known brands, top-selling products and an iconic
heritage.  Maidenform designs, sources and markets an extensive
range of intimate apparel products, including bras, panties and
shapewear.  During the Company's 83-year history, Maidenform has
built strong equity for its brands and established a solid
growth platform through a combination of innovative, first-to-
market designs and creative advertising campaigns focused on
increasing brand awareness with generations of women.  
Maidenform sells its products under some of the most recognized
brands in the intimate apparel industry, including
Maidenform(R), Flexees(R), Lilyette(R), Self Expressions(R),
Sweet Nothings(R), Bodymates(TM), Rendezvous(R) and Subtract(R).  
Maidenform products are currently distributed in 48 foreign
countries and territories.


WARNER CHILCOTT: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service revised the rating outlook on Warner
Chilcott Company, Inc. and related entities to positive from
stable, and affirmed the existing ratings, including the B2
corporate family rating.  At the same time, Moody's upgraded the
speculative grade liquidity rating to SGL-2 from SGL-3.  In
addition, Moody's withdrew the B1 senior secured term loan
rating on Warner Chilcott Holdings Company III, Limited
following the repayment of this tranche of debt.

The outlook change to positive from stable reflects significant
deleveraging after the company's recent IPO, and potential
growth in cash flow from the Dovonex/Taclonex franchise and the
recent launch of Loestrin 24 FE.  Moody's understands that
approximately US$615 million of proceeds from the IPO have been
earmarked for debt reduction.

The B2 Corporate Family Rating reflects:

   -- limited size and scale,
   -- limited cash flow,
   -- negative developments related to the Ovcon franchise, and
   -- unresolved litigation related to Ovcon and hormone therapy
      product liability.

According to Moody's Global Pharmaceutical Rating Methodology
(published November 2004), the company's adjusted operating cash
flow/debt factor and free cash flow/debt factor were in the
"Caa" and "B" category ranges respectively as of, and for the
twelve months ended, June 30, 2006.  Two additional factors, the
company's litigation risk and patent expiration profile, also
map to the "B" category range.

The positive rating outlook reflects Moody's view that cash flow
from operations and free cash flow to debt should increase in
the second half of 2006 and into 2007 and 2008 as a result of:

   (1) the recent acquisition of Dovonex and the launch of
       Taclonex;

   (2) the recent launch of Loestrin 24 FE; and

   (3) reduced interest cost following deleveraging.

The ratings could be upgraded if Warner Chilcott can achieve
CFO/Debt and FCF/Debt metrics above 15% and 10% respectively,
and if Moody's believes these ratios are sustainable.  
Additionally, greater clarity on the Ovcon lawsuits and HT
litigation could support a ratings upgrade.

However, the following factors could impede the pace of an
upgrade, and potentially cause the outlook to return to stable:

   (1) slower than expected growth in Taclonex, Loestrin 24 FE
       and Ovcon Chewable; or

   (2) adverse litigation developments, such as a rapid
       escalation in the number of HT lawsuits.

Moody's affirmed these ratings:

   Warner Chilcott Co., Inc.:

      -- B2 Corporate Family Rating;

      -- B2 Probability of Default Rating;

      -- B1 senior secured term loan due 2012
         (LGD3, 36% --> LGD3, 38%); and

      -- B1 senior secured revolving credit facility due 2011
         (LGD3, 36% --> LGD3, 38%).

   Warner Chilcott Corp:

      -- B1 senior secured term loan due 2012
         (LGD3, 36% --> LGD3, 38%); and

      -- Caa1 senior subordinated notes due 2015 (LGD5, 89%).

Moody's upgraded this rating:

   Warner Chilcott Co., Inc.

      -- Speculative grade liquidity rating to SGL-2 from SGL-3.

This rating was withdrawn:

   Warner Chilcott Holdings Company III, Limited

      -- B1 senior secured term loan due 2012 (LGD3, 36%).

Domiciled in Puerto Rico, Warner Chilcott Company, Inc. is a
wholly owned subsidiary of Warner Chilcott Holdings Company III,
Limited, a Bermuda-based holding company.  Through its direct
and indirect wholly owned subsidiaries, Warner Chilcott Holdings
Company III, Limited is a specialty pharmaceutical manufacturer
focused on the women's health and dermatology markets.  The
company reported US$515 million of net revenues in 2005.




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


PEABODY ENERGY: S&P Rates US$900 Mil. Sr. Unsecured Notes at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' debt rating
to Peabody Energy Corp.'s (BB/Stable/--) US$900 million of
senior unsecured notes consisting of a US$650 million 10-year
note and a US$250 million 20-year note.  The notes will share
equally with the company's credit facility and existing senior
unsecured notes in the subsidiary guarantees.
     
Proceeds from the notes offering along with the recently
completed bank facility will be utilized to fund the acquisition
of Excel Coal Ltd.  Pro forma for the transaction, Peabody will
have approximately US$3.2 billion of book debt.

"The ratings on Peabody reflect its aggressive financial
leverage, including significant debt-like liabilities, ongoing
cost pressures, and challenges posed by the inherent risks of
coal mining," said Standard & Poor's credit analyst Thomas
Watters.  "The ratings also reflect the company's leading market
position, its substantial and diversified reserve base, and
currently favorable coal industry conditions."

                        Ratings List

Peabody Energy Corp.
   
   Corporate Credit Rating                     BB/Stable/--

New Rating

   US$650 million sr. unsecured note due 2016    BB
   US$250 million sr. unsecured note due 2026    BB


PETROLEOS DE VENEZUELA: S&P Holds B+ Debt Rating on Credit Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' long-term
foreign currency corporate credit rating on Petroleos de
Venezuela S.A. remains on CreditWatch with developing
implications.

The announcement follows Standard & Poor's announcement that it
has affirmed its 'BB-/B' sovereign credit ratings on the
Bolivarian Republic of Venezuela. The outlook was revised to
positive from stable.

The CreditWatch Developing means that a rating may be raised,
lowered, or affirmed.  In addition to our ongoing concerns
regarding Petroleos de Venezuela's ability to finance both
capital expenditures and growth initiatives, the CreditWatch
listing reflects the absence of timely financial and operating
information for the company (particularly its audited financial
statements).

"We expect to resolve Petroleos de Venezuela's CreditWatch
listing upon a full review of the issuer's operating and  
financial prospects, which we hope to complete before the end of
the year,"  said Standard & Poor's credit analyst Jose
Coballasi.

To date, the ratings on Petroleos de Venezuela, Venezuela's
national oil company, have reflected the sovereign rating on
Venezuela, its lone shareholder.  Standard & Poor's believes
that the creditworthiness of PDVSA and Venezuela will likely
remain tightly linked because of their ties of ownership and
economic interests.   Nevertheless, the continued absence of
timely information could lead to a downward revision or the
withdrawal of the issuer's corporate credit rating.  Conversely,
upon full review of adequate information that confirms Petroleos
de Venezuela's financial flexibility and its operating
condition, the rating agency may raise its rating on the company
to 'BB-' and once again equalize it with that on Venezuela.  
Although less likely, a distinction between the ratings on the
issuer and sovereign (as is the case with other state monopolies
in the region) is also possible, and could lead to a rating
affirmation or a downgrade.

Standard & Poor's is concerned about the impact of the increase
in direct social spending on the company's operating cash flow
generation and the government's increased intervention in the
oil industry.  The rating agency believes that the
aforementioned factors could lead to a weakening of Petroleos de
Venezuela's liquidity position, a long-term increase in its debt
leverage, and could discourage foreign investment. The
aforementioned could compromise the company's ability to finance
both its capital expenditures and growth initiatives.  Short-
term, the current pricing environment and the company's balance
sheet, which Standard & Poor's believes remains unleveraged,
should allow the issuer to maintain its current transfers to the
government.

Historically, Standard & Poor's maintained the same rating on
PDVSA as on Venezuela, because the government can exert
substantial control over PDVSA's finances, and because it is
dependent on Petroleos de Venezuela's cash flow to meet its own
obligations.  Branches of government have direct control over
the company's budget, tax regime, appointment of officers, debt
management, and dividend policies.  The Hugo Chavez
administration, which assumed office in 1999, has used these
powers to a much greater extent than previous administrations.

Beyond Petrleos de Venezuela's fiscal contribution to the
government, which gets about 50% of its revenues from oil, the
state energy company has increased its outlays for social
projects markedly, transferring money not only to a fund called
the Fondo para el Desarrollo Economico y Social, but also
spending directly on so-called missions or government community
projects in areas such as education and health care.  Total
direct social spending amounted to more than US$4 billion in
2005 and is expected to reach a similar level in 2006.

Through its subsidiaries, Petroleos de Venezuela is engaged in
the exploration and production of crude oil and natural gas
(upstream) and the refining, marketing, and distribution of
crude oil, refined products, and petrochemicals.


SHAW GROUP: Plans to Join Toshiba in Westinghouse Acquisition
-------------------------------------------------------------
The Shaw Group Inc. disclosed that, through a 100% owned special
purpose acquisition subsidiary, Nuclear Energy Holdings, L.L.C.,
it will join with Toshiba Corp. to acquire Westinghouse Electric
Co.

Earlier in the year, Toshiba was declared the successful bidder
to acquire Westinghouse from British Nuclear Fuels Limited for
US$5.4 billion.  Toshiba has formed two acquisition companies (a
U.S. entity and a U.K. entity) for the purpose of making the
acquisition.  At closing, expected to occur in October 2006,
Toshiba will own 77% of each of the Westinghouse Acquisition
Companies, Nuclear Energy 20%, and Ishikawajima-Harima Heavy
Industries Co., Ltd. 3%.  Nuclear Energy's participation in this
transaction is conditioned upon successful and timely closing of
a $1.08 billion private placement bond financing and other
customary closing conditions.

Nuclear Eenergy intends to finance its acquisition with funding
it is seeking to raise through a private placement of Japanese
Yen-denominated bonds with an approximate principal amount of
US$1.08 billion, currently being marketed in Japan and outside
the U.S.  These limited-recourse Bonds are expected to have a
term of approximately 6.5 years.

In connection with the acquisition, Nuclear Eenergy will have an
option to sell all or part of its 20% ownership interest in the
Westinghouse Acquisition Companies to Toshiba prior to the
maturity of the Bonds.  The Bonds will be secured by the assets
of and 100% of the membership interests in NEH, its shares in
the Westinghouse Acquisition Companies, along with the
corresponding Toshiba option, a US$36 million letter of credit
established by Shaw for the benefit of Nuclear Energyand the
Interest LCs.  The Bonds will have no further recourse to Shaw.

In connection with the issuance of the Bonds, Shaw will
establish one or more letters of credit for the benefit of
Nuclear Energy in an aggregate amount to cover Bond interest
payments for a specified period and certain other transaction
costs and expenses.  The initial Interest LC is expected to be
approximately US$91 million in the aggregate to cover interest
until the beginning of the option period, although the exact
amount will depend upon the Yen coupon rate of the Bonds.  Other
than the Principal LC and the Interest LC delivered at the
closing of the Bonds, Shaw is not required to provide any
additional letters of credit or cash to or for the benefit of
Nuclear Energy.

In addition, in connection with the Westinghouse transaction,
Shaw will execute a Commercial Relationship Agreement that
provides Shaw with certain exclusive opportunities to perform
engineering, procurement and construction services on future
Westinghouse AP 1000 Nuclear Power Plants, along with other
commercial opportunities, such as the supply of piping for those
units.  Westinghouse technology forms the basis for 63 of 104
licensed reactors in the United States and roughly half of those
worldwide.  Westinghouse's AP1000 passive Generation III design,
has obtained Design Certification from the United States Nuclear
Regulatory Commission and is the current technology selection
for 10 proposed new units in the U.S. Westinghouse and Shaw are
consortium partners in proposing the AP1000 technology for 4 new
reactors expected to be built in China.  Shaw has performed as
architect-engineer on 17 nuclear units and is currently
completing the construction restart of the Browns Ferry Unit 1
in Alabama for the Tennessee Valley Authority.

Shaw has received approval from its lenders to amend its
revolving credit agreement to allow for the investment in
Westinghouse and to allow for an increase in the facility from
its current $750 million to up to US$1 billion.  The company
expects to make effective US$100 million of the approved
increase, thus increasing the capacity of the facility to
US$850 million, in conjunction with this amendment.  Subject to
outstanding amounts, the entire credit facility, as amended,
would be available for performance letters of credit, and up to
US$525 million would be available for revolving credit loans and
financial letters of credit until Nov. 30, 2007, and US$425
million thereafter. The amendment and increase will be effective
upon closing of the Westinghouse transaction.

The Shaw Group Inc. -- http://www.shawgrp.com/-- is a leading
global provider of technology, engineering, procurement,
construction, maintenance, fabrication, manufacturing,
consulting, remediation, and facilities management services for
government and private sector clients in the energy, chemical,
environmental, infrastructure and emergency response markets.  
Headquartered in Baton Rouge, Louisiana, with over $3 billion in
annual revenues, Shaw employs approximately 20,000 people at its
offices and operations in Venezuela, Chile, North America,
Europe, the Middle East and the Asia-Pacific region.

                        *    *    *

As reported on the Troubled Company Reporter on Oct 06, 2006,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and other ratings for The Shaw Group Inc. on
CreditWatch with negative implications.

"The CreditWatch placement followed followed the company's
announced agreement to take a 20% ownership interest in the
US$5.40 billion acquisition, led by Toshiba Corp. (BBB/Watch
Neg/A-2), of Westinghouse Electrical Company Co. from British
Nuclear Fuels Ltd.," said Standard & Poor's credit analyst Dan
Picciotto.


UNIVERSAL COMPRESSION: Commencing Public Offering of 5.5MM Units
----------------------------------------------------------------
Universal Compression Holdings, Inc., disclosed that Universal
Compression Partners, L.P. will commence an initial public
offering of 5,500,000 of its common units representing limited
partner interests pursuant to a registration statement on Form
S-1 previously filed with the U.S. Securities and Exchange
Commission.

The underwriters will be granted a 30-day over-allotment option
to purchase up to 825,000 additional common units.  The common
units have been approved for listing on the Nasdaq Global Market
and will be traded under the symbol "UCLP".

The common units offered to the public will represent
approximately 42.6% of the outstanding equity of Universal
Compression Partners, or approximately 49.0% if the underwriters
exercise in full their over-allotment option.  Universal
Compression Holdings will indirectly own the remaining equity
interests in Universal Compression Partners.

Merrill Lynch & Co. and Lehman Brothers will act as joint book-
running managers and Wachovia Securities will act as joint lead
manager for the offering.  In addition, A.G. Edwards and
Deutsche Bank Securities will act as co-managers for the
offering.

The offering is being made only by means of a prospectus, copies
of which may be obtained from:

          Merrill Lynch & Co.
          4 World Financial Center
          New York, New York 10080

                 -- or --

          Lehman Brothers Inc.
          c/o ADP Financial Services
          Integrated Distribution Services
          1155 Long Island Avenue
          Edgewood, NY 11717.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not
yet become effective.  These securities may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective.

Headquartered in Houston, Texas, Universal Compression, Inc. --
http://www.universalcompression.com/-- provides natural gas
compression equipment and services, primarily to the energy
industry in the United States, as well as in Canada, Venezuela,
Argentina, Columbia, and Australia.

                        *    *    *

As reported in the Troubled Company Reporter-LatinAmerica on
Oct. 9, 2006, in connection with Moody's Investors Service's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the oilfield service and refining
and marketing sectors last week, the rating agency confirmed its
Ba2 Corporate Family Rating for Universal Compression Inc.

In addition, Moody's revised its probability-of-default ratings
and assigned loss-given-default ratings on these debentures:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default
   ----------           -------  -------  ------   ----------
   Sr. Sec. Gtd.
   Term Loan
   Due 2012              Ba2      Ba1      LGD3       36%

   Sr. Sec. Gtd.
   Revolving Credit
   Facility Due 2010     Ba2      Ba1      LGD3       36%

   7.25% Sr. Unsec.
   Global Notes
   Due 2010              Ba3      B1       LGD5       88%


* PwC Appoints Javier Rubinstein as Global General Counsel
----------------------------------------------------------
PricewaterhouseCoopers appointed Javier H. Rubinstein as Global
General Counsel.

Mr. Rubinstein, 43, has been a partner of Mayer, Brown, Rowe &
Maw LLP, an international law firm with more than 1,400
attorneys in the United States and Europe.  Mr. Rubinstein
succeeds Lawrence W. Keeshan, who has retired from the
organization.  Mr. Keeshan had been Global General Counsel since
1995.

A native of Argentina, Mr. Rubinstein has maintained an
international practice throughout his legal career.  He is a
leading expert in the field of international commercial,
investment and sports-related arbitration.  He has represented
private and public clients from North America, Latin America,
Europe and Asia in complex disputes before the world's leading
arbitral institutions, including the International Centre for
the Settlement of Investment Disputes, the ICC International
Court of Arbitration and the Court of Arbitration for Sport.  
Through his practice, Mr. Rubinstein has developed a thorough
understanding of the legal systems in place throughout the
world.  In the past several years, he has participated in
arbitrations involving the laws of Argentina, Greece, Mexico,
Panama, Peru, Switzerland, the United Kingdom, France, Israel
and the United States.  He also has represented accounting firms
in litigation and arbitration matters throughout the world.

"Javier Rubinstein's high-profile international experience and
background in complex arbitration and litigation around the
world give him the necessary perspective to lead the legal
strategy for PricewaterhouseCoopers' global organization," said
Michael Gagnon, PwC Global Managing Partner, Risk and Quality.  
"He will be a superb advisor to and advocate for our global
network and its member firms."

In addition to his international practice, Mr. Rubinstein also
has maintained an active litigation practice in the U.S.
particularly in the area of securities litigation.  He has
handled numerous jury trials and appeals before state and
federal appellate courts, including matters before the U.S.
Supreme Court.

Mr. Rubinstein was named one of the "World's Leading Experts in
Commercial Arbitration" by Euromoney Magazine in 2006.  He also
is currently rated by Chambers and Partners (UK) as one of top
international arbitration specialists both globally and in the
United States.

Javier Rubinstein began his career with Mayer Brown in 1989,
after obtaining his Bachelor's Degree from the University of
Michigan, a Master's Degree in Public Policy from the John F.
Kennedy School of Government at Harvard University, and his J.D.
degree from the Georgetown University Law Center.  For the past
four years, he has led Mayer Brown's Chicago litigation group.  
Since 1997, Mr. Rubinstein also has served as a Lecturer in Law
at the University of Chicago Law School, teaching courses in
International Arbitration and Supreme Court Litigation.  He
lives in Northbrook, Illinois.

PricewaterhouseCoopers -- http://www.pwc.com/-- provides
industry-focused assurance, tax and advisory services to build
public trust and enhance value for its clients and their
stakeholders.  More than 130,000 people in 148 countries across
the firm's network share their thinking, experience and
solutions to develop fresh perspectives and practical advice.

"PricewaterhouseCoopers" refers to the network of member firms
of PricewaterhouseCoopers International Limited, each of which
is a separate and independent legal entity.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     
                                Equity        Assets    
Company                 Ticker  (US$MM)       (US$MM)     
-------                 ------  ----------    -------  
Alpargatas SAIC          ALPA     (246.36)     650.49
Kuala                    ARTE3     (33.57)      11.86
Kuala-Pref               ARTE4     (33.57)      11.86
Blount International      BLT        (123)     465
Bombril                  BOBR3    (750.52)     417.06
Bombril-Pref             BOBR4    (750.52)     417.06
CableVision System      CVC        (5,362)   9,714
Centennial Comm         CYCL       (1,062)   1,432  
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    (108.22)   3,305.23
Paranapanema-PREF        PMAM4    (108.22)   3,305.23
TEKA                     TEKA3    (212.48)     541.22
TEKA-PREF                TEKA4    (212.48)     541.22


   
                        ***********


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Marjorie C. Sabijon, Sheryl Joy P. Olano, Stella
Mae Hechanova, and Christian Toledo, Editors.

Copyright 2006.  All rights reserved.  ISSN 1529-2746.

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

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

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


           * * * End of Transmission * * *