TCRLA_Public/061030.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Monday, October 30, 2006, Vol. 7, Issue 215

                          Headlines

A R G E N T I N A

BALL CORP: Reports US$101.5MM Earnings for Third Quarter 2006
BALLY TECH: Reports Initial Restated Results for 2003 to 2005
EXPRESO ATLAS: Covella Named as Trustee for Bankruptcy Case
INDUSTRIAS METALURGICAS: Secures US$50M Loan for Expansion Plans
MAMPER SA: Deadline for Verification of Claims Is on Dec. 20

PASTOBRAS SA: Claims Verification Deadline Is Set for Nov. 22
PROTOMED S: Court Appoints Osvaldo Depiante as Bankr. Trustee
TELEARTE SA: Reorganization Proceeding Concluded

B A H A M A S

COMPLETE RETREATS: Creditors Committee Balks at Ableco Financing
COMPLETE RETREATS: Patriot & LPP Balk at Ableco Financing
COMPLETE RETREATS: US Trustee Opposes Terms in Ableco Loan Deal
SUISSE SECURITY: Court Hears Winding-Up Petition on Nov. 13
VAVASSEUR CORP.: Last Day to File Proofs of Claim Is on Dec. 1

WINN-DIXIE: Wants Five Alabama Power Agreements Approved
WINN-DIXIE: Wants to Assume GE Consumer Products Agreement

B E R M U D A

ARCH CAPITAL: Earns US$185.8 Million in Third Quarter 2006
ASCEND (BERMUDA): Last Day to File Proofs of Claim Is on Nov. 9
ASCEND COMMUNICATIONS: Proofs of Claim Must Be Filed by Nov. 9
GLOBAL CROSSING: Will Acquire Impsat for US$95 Million
HONG KONG PHARMA: Court Sets Scheme Sanction Hearing on Nov. 3

MONTPELIER RE: Third Quarter Earnings Tops Analyst Estimates
SCOTTISH RE: Hannover Re Pulls Out of Bidding for Firm

B R A Z I L

BANCO NACIONAL: Approves BRL940-Million Financing to Comgas
BANCO NACIONAL: Launches Waste Recycling Cooperatives Financing
BANCO NACIONAL: Okays BRL115MM for Usina Ouroeste-Acicar Plant
BUCKEYE TECH: Elects Marko Rajamaa as Nonwovens Division Sr. VP
CELESTICA INC: Posts US$2.4 Billion Third Quarter 2006 Revenues

COMMSCOPE INC: Reports US$43.6MM Sales for Third Quarter 2006
COMPANHIA DE SANEAMENTO: Focuses on Service Development
COMPANHIA SIDERURGICA: Cade Okays Asset Swap with Companhia Vale
COMPANHIA SIDERURGICA: Ativa Says Merger Could be Good for Firm
GERDAU SA: Investing US$200MM in Self-Generating Power Projects

ING BANK: Moody's Puts Ba3 Long-Term Foreign Currency Rating
MARFRIG FRIGORIFICOS: Moody's Rates US$250MM Sr. Notes at (P)B1
PETROLEO BRASILEIRO: May Develop Mexilhao Field without Repsol
PETROLEO BRASILEIRO: Mulls Thermo Plant Project with Uruguay
SANTANDER BANESPA: Posts BRL418MM Third Quarter 2006 Net Profits

TELE NORTE: Advisory Group Against Corporate Restructuring
TELE NORTE: Posts BRL270 Million Third Quarter 2006 Net Profits
UNIAO DE BANCOS: Approves Goodwill Amortization Period Change
YPF SA: Parent Firm May Lose Accord with Petroleo Brasileiro

C A Y M A N   I S L A N D S

ALTON HOLDINGS: Last Day to File Proofs of Claim Is on Nov. 16
CZ SKYLARK: Deadline for Proofs of Claim Filing Is on Nov. 16
DORIC KASAGI FUND: Filing of Proofs of Claim Is Until Nov. 16
DORIC KASAGI US: Claims Filing Deadline Is Set for Nov. 16
DORIC KASAGI FEEDER: Proofs of Claim Filing Is Until Nov. 16

EMOSYN LTD: Creditors Must Submit Proofs of Claim by Nov. 16
IAM INVESTMENT: Proofs of Claim Filing Deadline Is on Nov. 16
LONGHORN CDO II: Creditors Must File Proofs of Claim by Nov. 16
NATIONAL WARRANTY: Liquidators Call for Eligible Claims
NICHOLAS-APPLEGATE: Proofs of Claim Must be Filed by Nov. 16

PARMALAT: Meeting of Parmalat Capital Creditors Set for Nov. 9
PARMALAT SPA: 35,000 Plaintiffs to Join Parma Civil Suit
TAURUS FUND: Last Day for Proofs of Claim Filing Is on Nov. 16

C H I L E

CELLSTAR CORP: Earns US$972,000 in Third Quarter Ended Aug. 31
METROGAS SA: Posts CLP29.9 Bil. Net Profit in First Nine Months

C O L O M B I A

BBVA COLOMBIA: Will Issue COP75-Billion Subordinated Bonds
MAVERICK TUBE: Tenaris Deal Prompts Moody's to Withdraw Ratings

C O S T A   R I C A

DENNY'S CORP: Posts US$9.5MM Operating Revenue in Third Quarter

D O M I N I C A N   R E P U B L I C

BANCO INTERCONTINENTAL: Central Bank Seeks DOP50 Bil. in Damages

E C U A D O R

IMPSAT: Inks Asset Purchase Agreement with Global Crossing

E L   S A L V A D O R

BANCO SALVADORENO: Reissues US$125 Million in Bonds
MILLICOM INTERNATIONAL: Ends Management Contract with Rafsanjan

* EL SALVADOR: Inks Pact with JBIC to Promote Clean Dev't Proj.

G U A T E M A L A

BANCAFE: Three Banks Take Over Accounts
BANCO INDUSTRIAL: Fitch Holds Ratings on Bancafe Intervention

* GUATEMALA: Fitch Holds BB+ Rating on Bancafe Intervention
* GUATEMALA: S&P Affirms Ratings on Suspended Bancafe Operations

H O N D U R A S

DYNCORP INTERNATIONAL: Destroying Light Weapons in Honduras

J A M A I C A

NATIONAL WATER: Still Tackling Effects of Drought

M E X I C O

AXTEL SA: To Acquire Avantel to Create National Telecom Company
AXTEL SA: Avantel Acquisition Cues Moody's to Review Ba3 Ratings
EL POLLO: Cancelled IPO Cues Moody's to Lower Rating to B3
FORD MOTOR: To Rely on Cheaper Chinese-Made Parts to Cut Costs
GENERAL MOTORS: Quarterly Results Cue S&P to Maintain NegWatch

GRUPO ELEKTRA: Posts MXN8.6B Third Quarter 2006 Revenue
GRUPO IUSACELL: Earns MXN4.2 Billion in Third Quarter 2006
GRUPO TMM: Incurs US$8 Million Loss in Third Quarter of 2006
MERIDIAN AUTOMOTIVE: Gets Court Approval of Disclosure Statement
NORTEL NETWORKS: Doubles Network Capacity Through Wireless Tech.

NORTEL NETWORKS: Nortel Government Bags Elite Improvement Rating
TV AZTECA: Unit Names A. Bengolea Vice Pres. & Director of Sales
VALASSIS COMMS: Posts US$248.9MM Revenue for Third Quarter 2006
VITRO SA: Reports Strong Third Quarter 2006 Financial Results

N I C A R A G U A

XEROX CORP: Moody's Confirms Ba1 Corporate Family Ratings

P U E R T O   R I C O

ADELPHIA COMMS: Twelve Groups of Creditors Object to Disclosure
ADELPHIA COMMS: Judge Gerber Lets Exclusivity Period Continue
ALBERTO-CULVER: Fourth Quarter 2006 Sales Reach US$974.3 Million
G+G RETAIL: Judge Drain Approves Disclosure Statement
G+G RETAIL: Plan Confirmation Hearing Scheduled on Dec. 6

T R I N I D A D   &   T O B A G O

BRITISH WEST: Staff in Canada Claims Unfair Treatment
DIGICEL LTD: Calls on Gov't to Intervene on Dispute with TSTT
DIGICEL LTD: Reluctant to Sign Interconnection Pact, Says Rival
DIGICEL LTD: Rival Firm Blames Call Problem on Software Conflict

U R U G U A Y

* URUGUAY: Declares Issue Prices on New Reopened Bonds
* URUGUAY: State Firm Mulls Thermo Plant Project with Brazil

V E N E Z U E L A

CITGO PETROLEUM: Refinery Implements Flaring Reduction Project
SUPERIOR ENERGY: Commences Exchange for 6-7/8% Notes Due 2014

* S&P Says LatAm's Structured Finance Market Experiences Shift
* BOOK REVIEW: Leveraged Management Buyouts


                          - - - - -


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


BALL CORP: Reports US$101.5MM Earnings for Third Quarter 2006
-------------------------------------------------------------
Ball Corp. reported third quarter earnings of US$101.5 million, on sales of
US$1.82 billion, compared with US$79.3 million, on sales of US$1.58 billion
in the third quarter of 2005.

For the first nine months of 2006, Ball Corp.'s saw earnings of US$278.8
million, on sales of US$5.03 billion, compared with US$216.9 million on
sales of US$4.46 billion in the first three quarters of 2005.

Ball Corp.'s 2006 results include a gain of US$2.8 million (US$1.7 million
after tax) in the third quarter and US$76.9 million (US$46.9 million after
tax) in the first nine months for insurance recovery from a fire that
occurred April 1 at a beverage can manufacturing plant in Germany.  The 2005
third quarter results include net after-tax costs of US$12.5 million,
connected with debt refinancing and with a program to streamline the
company's beverage can end manufacturing processes.  The nine-month 2005
results included net after-tax costs of US$18.4 million, related to business
consolidation and debt refinancing activities.

R. David Hoover -- the chairperson, president and chief executive officer of
Ball Corp. -- said, "Overall, we were pleased with our third quarter
results, especially considering the increased cost pressures we continue to
experience throughout the corporation.  We are making progress on profit
improvement and pricing initiatives that are essential to our achieving
acceptable returns.  We also are making good progress on integrating the
acquisitions we made earlier this year and on completing important projects
to improve operating efficiencies."

                 Metal Beverage Packaging

Americas

Earnings in the quarter for the metal beverage packaging Americas segment
were US$63.7 million, on sales of US$659.6 million, compared with US$49.4
million, including a US$19.3 million charge for costs associated with
streamlining can end manufacturing processes, on sales of US$636.1 million
in the third quarter of 2005.  For the first nine months segment earnings
were US$182.9 million on sales of US$1.99 billion, compared with US$177.4
million, including the US$19.3 million charge, on sales of US$1.85 billion
in the first three quarters of 2005.  Inventory adjustment had a negative
effect of US$9.3 million on segment earnings in the third quarter of 2006,
compared with US$2.7 million in 2005.

Mr. Hoover notes, "We made further progress on our project to streamline our
beverage can end manufacturing.  We expect to cease end manufacturing at our
Reidsville, N.C., plant in the fourth quarter.  We will supply those ends
from other facilities and as a result should begin to realize in 2007 some
of the savings anticipated from this multi-year, multi-plant project."

Europe/Asia

Third quarter earnings in the metal beverage packaging Europe/Asia segment
were US$66 million, including US$2.8 million in property insurance gains, on
sales of US$425.1 million, compared with US$56.7 million on sales of
US$366.1 million in the third quarter of 2005.  For the first nine months
segment earnings were US$235.7 million, including US$76.9 million in
property insurance gains, on sales of US$1.16 billion, compared with US$145
million on sales of US$1.06 billion in the same period in 2005.

Mr. Hoover stated, "The loss of production volume resulting from the April 1
fire made for an extremely tight beverage can supply situation for us in
Europe this summer.  Our new plant in Serbia and improved performance at
other facilities helped bridge a portion of the volume gap, but that
contribution was partially offset by higher material, freight and energy
costs.  In China, the demand for beverage cans continues to grow and we
continue to work through a year where high raw material prices have hurt
results, but where stringent cost controls have been put in place and plant
performance has improved."

            Metal Food & Household Products Packaging

Americas

Earnings for the third quarter in the metal food and household products
packaging Americas segment were US$19.4 million on sales of US$381.3
million, compared with US$10.1 million on sales of US$292.2 million in the
third quarter of 2005.  For the first nine months of 2006, earnings were
US$33.2 million, including a US$1.7 million charge for costs to shut down a
food can manufacturing line in Whitby, Ontario, on sales of US$884.8
million, compared to US$16.7 million, including a US$8.8 million charge to
shut down a food can manufacturing plant in Quebec, on sales of US$655.5 in
the same period in 2005.  Ball Corp. acquired U.S. Can Corporation on March
27, 2006, and results from the acquired business have been included in the
metal food and household products packaging segment since that date.

Mr. Hoover said, "We continue to consolidate the assets acquired from U.S.
Can with those of our legacy metal food can operations.  Those activities
led to our announced decision to close plants in Alliance, Ohio, and
Burlington, Ontario, later this year with anticipated annual cost savings of
approximately US$8 million."

                Plastic Packaging, Americas

Earnings for the third quarter in the plastic packaging Americas segment
were US$8.3 million on sales of US$185.9 million, compared with US$4.2
million on sales of US$124.7 million in the third quarter of 2005.  Through
the first three quarters of 2006, segment earnings were US$17.1 million on
sales of US$486.8 million, compared with US$12.2 million on sales of
US$373.9 in the first three quarters of 2005.  The 2006 results include
those of assets acquired from Alcan on March 28, 2006.

Mr. Hoover noted, "We have completed the relocation of some of the equipment
acquired from Alcan Plastics into other plants and have consolidated the R&D
functions associated with the acquired business into our overall packaging
R&D operations in Colorado.  Some of the activities from the Alliance plant
will be consolidated into one of the facilities we acquired from Alcan
Plastics as part of the ongoing integration of our manufacturing assets."

                Aerospace and Technologies

Earnings were US$15.6 million on sales of US$170.4 million during the third
quarter of 2006 in the aerospace and technologies segment, compared with
US$15.2 million on sales of US$164.8 million in the third quarter of 2005.
For the first three quarters, earnings were US$33.4 million on sales of
US$505.7 million, compared with US$39 million on sales of US$527.5 in the
first three quarters of 2005.

Mr. Hoover said, "Excellent performance on several fixed price programs that
ended in the quarter helped boost third quarter results in aerospace and
technologies.  That kind of continued performance, along with some hopeful
signs we are beginning to see in the awarding and funding of certain
scientific and defense contracts, we believe bode well for this segment as
we look to next year."

                          Outlook

Raymond J. Seabrook, executive vice president and chief financial officer,
said he anticipates full-year free cash flow to be in the range of US$250
million.

Mr. Seabrook stated, "The seasonal working capital build we have seen throug
h the first nine months will be largely eliminated in the fourth quarter.
We will continue our focus on free cash flow generation in the future as
some of the major capital spending projects we have been engaged in wind
down and we begin to realize the benefits from them.  At mid-year we said we
expected results for the second half of 2006 would be better than those of
the first half, excluding property insurance recovery related to the fire in
Germany.  Our solid third quarter results now make us confident of that
outcome."

"The cost recovery initiatives we have and will continue to implement
throughout our reporting segments will be critical to sustaining and
improving our performance in 2007.  Some of those initiatives have been
announced and already are being implemented, and others are being discussed
and developed with suppliers and customers," Mr. Hoover noted.

Headquartered in Broomfield, Colorado, Ball Corp. --
http://www.ball.com/-- is a supplier of high-quality metal and plastic
packaging products.  It owns Ball Aerospace & Technologies Corp. -- a
developer of sensors, spacecraft, systems and components for government and
commercial customers.  Ball Corp. reported sales of US$5.7 billion in 2005
and the company employs about 13,100 people worldwide, including Argentina.

                        *    *    *

Moody's Investors Service assigned ratings to Ball Corp.'s
US$500 million senior secured term loan D, rated Ba1, and
US$450 million senior unsecured notes due 2016-2018, rated Ba2.
It also affirmed existing ratings, which include Ba1 Ratings on
US$1.475 billion senior secured credit facilities and US$550 million senior
unsecured notes due Dec. 12, 2012.  Moody's said the ratings outlook is
stable.

Fitch affirmed Ball Corp.'s 'BB' issuer default rating, 'BB+' senior secured
credit facilities, and 'BB' senior unsecured notes.

Standard & Poor's Ratings Services also affirmed its 'BB+' corporate credit
rating on Ball Corp.

All ratings were placed by S&P in March 2006.


BALLY TECH: Reports Initial Restated Results for 2003 to 2005
-------------------------------------------------------------
Bally Technologies Inc. disclosed preliminary restated results for the
fiscal years ended June 30, 2005, 2004, and 2003.  The company had earlier
disclosed that the previously issued financial statements for those periods,
their related auditors' reports, and the quarterly financial information
reported for the years ended June 30, 2005, and 2004, should no longer be
relied upon and would require restatement.

The data represents Bally Technologies' preliminary estimate of the impact
of the restatement for the fiscal years ended
June 30, 2005, 2004, and 2003.

These amounts are subject to change until the filing of Bally Technologies'
amended 2005 Form 10-K, which is expected to be filed in October 2006.
These amounts indicated the total revenues as previously reported and the
preliminary impact of the restatement.

                                Previously    Restatement
                                 Reported     Adjustments

   Total revenues for the
   Fiscal year ended:

      June 30, 2003            US$363,200,000   (US$3,900,000)
      June 30, 2004            US$480,400,000   (US$1,700,000)
      June 30, 2005            US$484,000,000    US$1,100,000

The restatement also includes certain inventory adjustments related to Bally
Technologies' computation of variances between actual and standard costs for
games produced.

The restatement also includes other non-revenue related items including, but
not limited to, expense accrual adjustments, depreciation expense and other
expenses, none of which are significant individually or in the aggregate.

Robert Caller, the chief financial officer of Bally Technologies, commented,
"The process of the restatement has been long and arduous for the Company
and investors, and we look forward to completing this over the next few
weeks.  We will also continue to focus on completing our reporting for
fiscal year 2006."

Upon filing its amended 2005 Form 10-K, Bally Technologies plans to file its
Form 10-Qs for each of the quarters within fiscal year 2006, and the 2006
Form 10-K, before Dec. 31, 2006.

Bally Technologies has requested an amendment to its bank loan agreement, to
extend the deadline for delivery of the 2006 audited financial statements
from Nov. 3, 2006, to
Dec. 31, 2006.

While Bally Technologies believes it can achieve this filing schedule, there
can be no assurance that the schedule will be met, or that the amendment to
the credit agreement will be successfully obtained.

As previously disclosed, Bally Technologies did not achieve its fiscal 2006
profitability objectives due to:

   -- lower gross margins on game sales related to introductory
      pricing and the manufacturing costs of its newly
      commercialized slot machine platforms introduced in fiscal
      2006,

   -- high legal and accounting costs associated with ongoing
      litigation and restatement activities,

   -- increased interest costs,

   -- inventory obsolescence charges, and

   -- the acceleration of depreciation on legacy daily-fee
      games.

Las Vegas, Nev.-based Bally Technologies, Inc. (NYSE: BYI)
-- http://www.BallyTech.com/-- designs, manufactures, operates, and
distributes advanced gaming devices, systems, and technology solutions
worldwide.  Bally's product line includes reel-spinning slot machines, video
slots, wide-area progressives and Class II lottery and central determination
games and platforms.  Bally Technologies also offers an array of casino
management, slot accounting, bonus, cashless, and table management
solutions.  The Company also owns and operates Rainbow Casino in Vicksburg,
Miss.  The Company's South American operations are located in Argentina.
The Company also has operations in Macau, China, and India.

                        *    *    *

As reported in the Troubled Company Reporter on Aug. 16, 2006,
Standard & Poor's Ratings Services held its ratings on Bally Technologies
Inc., including the 'B' corporate credit rating, on CreditWatch with
negative implications.


EXPRESO ATLAS: Covella Named as Trustee for Bankruptcy Case
-----------------------------------------------------------
A court in Rosario, Santa Fe, appoints Marcelo Covella to supervise Expreso
Atlas SRL's bankruptcy proceeding.  Under bankruptcy protection, control of
the company's assets is transferred to Mr. Covella.

As trustee, Mr. Covella will:

   -- verify creditors' proofs of claim;

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

   -- administer Expreso Atlas' assets under court supervision
      and take part in their disposal to the extent established
      by law.

After the verification phase, the court will determine if the verified
claims are admissible, taking into account the trustee's opinion and the
objections and challenges raised by Expreso Atlas and its creditors.

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

The debtor can be reached at:

          Expreso Atlas SRL
          San Martin 1274, Rosario
          Santa Fe, Argentina

The trustee can be reached at:

          Marcelo Covella
          Pte. Roca 825
          Santa Fe, Argentina


INDUSTRIAS METALURGICAS: Secures US$50M Loan for Expansion Plans
----------------------------------------------------------------Industrias
Metalurgicas Pescarmona SA reported that it has obtained US$50 million in
international funding for its power and port expansion projects.

Industrias Metalurgicas said in a statement that it will use the resources
to hydroelectric and wind power projects as well as on port systems through
its subsidiaries:

          -- Impsa Hydro,
          -- Impsa Energy,
          -- Impsa Wind, and
          -- Impsa Port Systems.

Industrias Metalurgicas said, "The new international focus on carbon
emissions controls as well as prices for non-renewable sources such as oil
and gas open up new opportunities for Impsa (Industrias Metalurgicas)."

Industrial Metalurgicas generated in 2005 US$236 million in sales and a net
profit of US$13 million, according to a statement.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on Sept. 21,
2006, Fitch Argentina confirmed the BB- (arg) rating to the Obligaciones
Negociables Series 8, 9, 10, 11 and 12 issued by Industrias Metalurgicas
Pescarmona SA, and the D (arg) rating the ONs Series 2 for US$150 million
(effective balance US$804,000).

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on July 18, 2006,
Moody's Latin America rated Industrias Metalurgicas Pescarmona's US$150
million bond issuance under its US$250 million global program at D.  The
unpaid debt since May 20, 2002, amounts to US850,000.  The rating action is
based on the company's financial standing at April 30, 2006.


MAMPER SA: Deadline for Verification of Claims Is on Dec. 20
------------------------------------------------------------
Eduardo Ruben Pronsky, the court-appointed trustee for Mamper SA's
bankruptcy proceeding, will verify creditors' proofs of claim until Dec. 20,
2006.

Mr. Pronsky will present the validated claims in court as individual reports
on March 7, 2007.  A court in Buenos Aires will determine if the verified
claims are admissible, taking into account the trustee's opinion and the
objections and challenges raised by Mamper and its creditors.

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

A general report that contains an audit of Mamper's accounting and banking
records will follow on Apr. 19, 2007.

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

The trustee can be reached at:

         Eduardo Ruben Pronsky
         Parana 480
         Buenos Aires, Argentina


PASTOBRAS SA: Claims Verification Deadline Is Set for Nov. 22
-------------------------------------------------------------
Salem Ini Jose, the court-appointed trustee for Pastobras SA's bankruptcy
case, will verify creditors' proofs of claim until Nov. 22, 2006.

Mr. Jose will present the validated claims in court as individual reports on
Feb. 7, 2007.  A court in Buenos Aires will determine if the verified claims
are admissible, taking into account the trustee's opinion and the objections
and challenges raised by Pastobras and its creditors.

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

A general report that contains an audit of Pastobras' accounting and banking
records will follow on March 21, 2007.

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

The debtor can be reached at:

          Pastobras SA
          General Cesar Diaz 2348
          Buenos Aires, Argentina

The trustee can be reached at:

          Salem Ini Jose
          Tte. Gral. J. D. Peron 1730
          Buenos Aires, Argentina


PROTOMED S: Court Appoints Osvaldo Depiante as Bankr. Trustee
-------------------------------------------------------------
A court in Rosario, Santa Fe, appoints Osvaldo Luis Depiante to supervise
Protomed S. Fe. SRL's bankruptcy case.  Under bankruptcy protection, control
of the company's assets is transferred to Mr. Depiante.

As trustee, Mr. Depiante will:

   -- verify creditors' proofs of claim;

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

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

After the verification phase, the court will determine if the verified
claims are admissible, taking into account the trustee's opinion and the
objections and challenges raised by Protomed and its creditors.

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

The debtor can be reached at:

          Protomed S. Fe SRL
          Paseo 3315, Rosario
          Santa Fe, Argentina

The trustee can be reached at:

          Osvaldo Luis Depiante
          Corrientes 751, Rosario
          Santa Fe, Argentina


TELEARTE SA: Reorganization Proceeding Concluded
------------------------------------------------
Telearte SA Empresa de Radio y Television's reorganization proceeding has
ended.  Data published by Infobae on its Web site indicated that the process
was concluded after a court Buenos Aires approved the debt agreement signed
between the company and its creditors.




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B A H A M A S
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COMPLETE RETREATS: Creditors Committee Balks at Ableco Financing
----------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates delivered a draft of its
proposed US$80,000,000 debtor-in-possession financing facility from Ableco
Finance LLC on Oct. 16, 2006.

A full-text copy of the Ableco DIP Financing Facility Draft is available for
free at: http://researcharchives.com/t/s?1403

The Ableco DIP Financing Facility Draft is subject to continuing
negotiations among the parties and to further revision.

                      Committee Objects

The Official Committee of Unsecured Creditors informs the U.S.
Bankruptcy Court for the District of Connecticut that its ongoing
investigation of the lenders' prepetition liens, conduct, and relationship
with the Debtors has disclosed facts that warrant further investigation, and
may justify the assertion of claims against the lenders or other related or
affiliated parties.

Accordingly, the Committee objects to the use of proceeds
from the Ableco DIP Facility to repay in full the US$53,000,000 of
prepetition loans purportedly owing to The Patriot Group, LLC, and LPP
Mortgage Ltd.

Patriot and LPP Mortgage are the lenders of the Debtors' existing DIP Credit
Facility.

Jonathan B. Alter -- Esquire at Bingham McCutchen LLP in Hartford,
Connecticut -- said, "Given the likelihood of potential claims against the
[l]enders, repayment in full of the [existing loans] at this juncture
inequitably shifts the burden upon the Debtors' estates to seek
disgorgement, or other affirmative recovery later on, against the [l]enders
in the event that the claims prove successful.  Unsecured creditors...
should not be forced to shoulder this burden where there is a possibility
that the [l]enders themselves may be participants in the debtors' financial
problems and may be liable to the estates."

To maintain an equitable status quo while the Committee completes its
investigation, Mr. Alter asserts, the Debtors should be permitted to
holdback US$20,000,000 of the amount purportedly owed under the Existing
Loans subject to the condition that they provide the [l]enders with adequate
protection for the holdback in the form of:

   (a) first priority liens on the Debtors' Nevis properties,
       which has a July 2006 appraised value of approximately
       US$20,170,000;

   (b) springing liens against the assets that secure the Ableco
       DIP Facility; and

   (c) a superpriority administrative claim under Section 507(b)
       of the Bankruptcy Code subordinate to the Ableco DIP
       Facility obligations and the Carve-Out.

The Adequate Protection Arrangement not only provides the Lenders with
adequate protection regarding the unpaid balance of the Existing Loans but
also conserves the resources of the Debtors' estates and the Committee's
ability to complete its investigation of the Lenders for the benefit of
unsecured creditors, Mr. Alter contends.

Ableco does not object to the Adequate Protection Arrangement,
Mr. Alter tells the Court.

By reducing the amount of the Existing Loans that must be repaid through the
Ableco DIP Facility, the Adequate Protection
Arrangement will be an important component of financing for the debtors'
reorganization efforts, Mr. Alter maintains.  It would enhance the Debtors'
liquidity by approximately US$7,000,000.

The Committee thus asks the Court to:

   (a) deny the Debtors' request for authority to use the Ableco
       DIP Facility proceeds to satisfy all of their Existing
       Loan obligations; and

   (b) permit only partial repayment of the Existing Loans
       subject to the Adequate Protection Arrangement.

                  About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC operates
five-star hospitality and real estate management businesses.  In addition to
its mainline destination club business, the Debtor also operates an air
travel program for destination club members, a villa business, luxury car
rental services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-affiliates
filed for chapter 11 protection on July 23, 2006 (Bankr. D. Conn. Case No.
06-50245).  Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the debtors in their restructuring efforts.  Michael J.
Reilly, Esq., at Bingham McCutchen LP, in Hartford, Connecticut, serves as
counsel to the Official Committee of Unsecured Creditors.  No estimated
assets have been listed in the Debtors' schedules, however, the Debtors
disclosed US$308,000,000 in total debts.  (Complete Retreats Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COMPLETE RETREATS: Patriot & LPP Balk at Ableco Financing
---------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates delivered a draft of its
proposed US$80,000,000 debtor-in-possession financing facility from Ableco
Finance LLC on Oct. 16, 2006.

A full-text copy of the Ableco DIP Financing Facility Draft is available for
free at: http://researcharchives.com/t/s?1403

The Ableco DIP Financing Facility Draft is subject to continuing
negotiations among the parties and to further revision.

               Patriot & LPP Mortgage Object

The Patriot Group LLC and LPP Mortgage Ltd, the lenders of the
Complete Retreats LLC and its debtor-affiliates' existing DIP
Credit Facility, object to the Proposed Ableco DIP Financing to the extent
that the Debtors seek to incur any indebtedness under the Ableco DIP
Facility without contemporaneously satisfying in full their secured claims.

On LPP Mortgage's behalf, Lynnette R. Warman, Esq., at Jenkens &
Gilchrist, in Dallas, Texas, notes that the Proposed Ableco DIP
Financing:

   -- provides that the Debtors reserve the right to prime the
      Lenders' liens;

   -- is silent as to when the Lenders will receive payment of
      their secured claims;

   -- is silent as to whether the Lenders will be required to
      release their liens prior to receiving payment in full of
      all outstanding obligations;

   -- is unclear as to whether the Debtors will have sufficient
      cash to pay the Lenders in full;

   -- does not include a Budget upon which the advances under
      the Ableco DIP Facility are based; and

   -- does not provide the Lenders with adequate protection for
      costs and expenses relating to the Official Committee of
      Unsecured Creditors' potential investigation of the
      Lenders' claims and liens and any potential resulting
      litigation.

The provisions of the Ableco Replacement Financing propose to
alter the terms of the Final DIP Order, Ms. Warman contends.

The Lenders remind the U.S. Bankruptcy Court for the District of
Connecticut that the Final DIP Order provides that the Debtors will:

   -- pay in full, by Oct. 31, 2006, the Lenders' prepetition
      secured claim and postpetition financing;

   -- pay for the Lenders' postpetition interest and expenses;

   -- not seek postpetition financing on terms that are not
      acceptable to the Lenders; and

   -- not propose a plan that does not provide for payment in
      full to the Lenders upon consummation.

The Debtors cannot now contest the terms of the Final DIP Order,
LPP Mortgage argues.  The Debtors' attempt to renegotiate or alter the Final
DIP Order is barred by res judicata and claim preclusion, Ms. Warman
asserts.

Accordingly, the Lenders ask the Court to deny the Debtors' request.

Alternatively, the Lenders ask the Court to grant the Debtors' request only
if the order provides for:

   (a) payment in full of the Lenders' secured claims prior to
       the advance of any other funds under the Ableco DIP
       Facility;

   (b) no requisite release of the Lenders' liens or rights
       under the Final DIP Order prior to receiving payment in
       full;

   (c) adequate protection of the Lenders' contingent and
       unliquidated secured claims under the existing DIP Credit
       Facility; and

   (d) adequate protection for the legal and other expenses the
       Lenders may incur as a result of the Committee's
       investigation of their claims and liens.

In a separate pleading, Patriot and LPP Mortgage ask the Court to overrule
the Committee's Objection.

The Lenders note that the holdback and the Committee's purported need for
further investigation is a pretext to obtain US$7,000,000 in additional
liquidity for the Debtors' estates at their expense.

The Lenders assert that the Committee's request is fundamentally
inconsistent with, and barred by, the terms of the Final DIP
Order.

The replacement and springing liens suggested by the Committee do not
provide adequate protection, the Lenders argue.

Patriot emphasizes that absent its consent, which is not forthcoming,
subordination of the Lenders' Section 507(b) claims to the "professional fee
Carve-Out" negotiated with Ableco is impermissible.

If the Court nonetheless rules that some holdback is appropriate, Patriot
asks the Court to:

   (a) reduce the Debtors' maximum borrowings under the Ableco
       DIP Facility by 125% of the amount held back in order to
       provide an adequate reserve for interest, fees,
       indemnification costs, and other costs and expenses
       associated with the holdback;

   (b) direct Ableco to advance the holdback to the Lenders upon
       the resolution of the Lenders' claims;

   (c) permit the Lenders to continue to hold all of their liens
       pending indefeasible payment in full; and

   (d) grant the Lenders adequate protection.

                   About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC operates
five-star hospitality and real estate management businesses.  In addition to
its mainline destination club business, the Debtor also operates an air
travel program for destination club members, a villa business, luxury car
rental services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-affiliates
filed for chapter 11 protection on July 23, 2006 (Bankr. D. Conn. Case No.
06-50245).  Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael J.
Reilly, Esq., at Bingham McCutchen LP, in Hartford, Connecticut, serves as
counsel to the Official Committee of Unsecured Creditors.  No estimated
assets have been listed in the Debtors' schedules, however, the Debtors
disclosed US$308,000,000 in total debts.  (Complete Retreats Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


COMPLETE RETREATS: US Trustee Opposes Terms in Ableco Loan Deal
---------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates delivered a draft of its
proposed US$80,000,000 debtor-in-possession financing facility from Ableco
Finance LLC on Oct. 16, 2006.

A full-text copy of the Ableco DIP Financing Facility Draft is available for
free at: http://researcharchives.com/t/s?1403

The Ableco DIP Financing Facility Draft is subject to continuing
negotiations among the parties and to further revision.

                    U.S. Trustee Responds

Diana G. Adams, the Acting United States Trustee for Region 2, opposes
certain provisions contained in the Ableco DIP Financing
Facility:

   * Ableco Finance, LLC, and the participating lenders are
     granted a lien on recoveries from third parties pursuant to
     Chapter 5 of the Bankruptcy Code.

   * None of the funds received from the Ableco Lenders,
     including the Carve Out, can be used to investigate the
     Debtors' indebtedness or liens granted to the Ableco
     Lenders.

   * The Ableco Lenders are granted a super-priority
     administrative expense claim that will continue in the
     event the Debtors' cases are converted to a Chapter 7
     bankruptcy case.

   * No administration costs or expenses will be charged against
     the Ableco Lenders under Section 506(c) or otherwise.

   * The appointment of a Chapter 11 trustee or an examiner with
     enlarged powers in the Chapter 11 cases, or the conversion
     of the Debtors' cases to Chapter 7, constitute events of
     default.

   * The Ableco Lenders will have no liability to the Debtors,
     the Committee, or any third party, and will not be deemed
     to be in control of the operations of the Debtors or act
     as a "controlling person", "responsible person" or "owner
     or operator" with respect to the Debtors' operation or
     management."

Mr. James asserts that administrative expenses incurred in a superseding
Chapter 7 case have priority over administrative claims incurred in a prior
Chapter 11 proceeding.

The U.S. Trustee asks the Court to sustain her objections.

               Bar-K and D.G. Capital Support

Bar-K, Inc., the loan servicing agent for R.E. Loans, LLC, and D.G. Capital,
L.L.C., note that proceeds of the Ableco DIP loans will be used to satisfy
amounts outstanding under the Debtors' existing secured financing
arrangements, including the debts the
Debtors owe to R.E. Loans and D.G. Capital.

The amounts the Debtors intend to pay R.E. Loans and D.G.
Capital, however, are unclear, Michael R. Enright, Esq., at
Robinson & Cole LLP, in Hartford, Connecticut, points out, on D.G. Capital's
behalf.

Bar-K and D.G. Capital object to any attempt by the Debtors to prime their
liens, or to pay less than the full amounts due under the terms of their
respective loan documentation.  R.E. Loans and D.G. Capital are entitled to
collect all amounts due under their Loans pursuant to Section 506(b) of the
Bankruptcy Code, Mr. Enright contends.

On May 18, 2006, Distinctive Retreats, LLC, borrowed US$2,850,000 from D.G.
Capital to finance the purchase of a condominium on Maui.  The loan was
fully secured by a mortgage on the condominium and by a pledge of membership
interests in
Distinctive.

On May 20, 2005, Distinctive borrowed US$1,365,000 from R.E. Loans and
secured the loan with, among other things, a mortgage on real property
located at #2, 116 Howard Drive, in Ketchum, Idaho and a security interest
in the personal property located at the Real Property.  The value of the
Real Property is greater than the balance due under the Loan, Bar-K says.
As of
Oct. 25, 2006, Distinctive owes US$1,378,875 to R.E. Loans.

         Stevens Wants US$729,625 Payment Protected

Christopher Stevens relates that he prepaid the Debtors US$729,625 for
membership in Distinctive Retreats, a destination club operated by
Distinctive Retreats, LLC.  Prior to the execution of Mr. Steven's
membership documentation, however, the Debtors filed for bankruptcy.

Mr. Stevens opposes the Debtors' request to the extent that it encumbers the
amount he paid to the Debtors.

The US$729,625 payment is held in trust for Mr. Stevens and is not property
of the Debtors' estates pursuant to Section 541(d) of the Bankruptcy Code,
Michael S. Wrona, Esq., at Halloran & Sage, LLP, in Hartford, Connecticut,
contends.

                   About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC operates
five-star hospitality and real estate management businesses.  In addition to
its mainline destination club business, the Debtor also operates an air
travel program for destination club members, a villa business, luxury car
rental services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-affiliates
filed for chapter 11 protection on July 23, 2006 (Bankr. D. Conn. Case No.
06-50245).  Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq., at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael J.
Reilly, Esq., at Bingham McCutchen LP, in Hartford, Connecticut, serves as
counsel to the Official Committee of Unsecured Creditors.  No estimated
assets have been listed in the Debtors' schedules, however, the Debtors
disclosed US$308,000,000 in total debts.  (Complete Retreats Bankruptcy
News, Issue No. 12; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SUISSE SECURITY: Court Hears Winding-Up Petition on Nov. 13
-----------------------------------------------------------
Justice Stephen Isaacs of the Supreme Court of The Bahamas will hear at
10:00 a.m. on Nov. 13, 2006, the petition to wind-up Suisse Security Bank &
Trust Ltd.'s business.

Mr. Julian W. Francis, former governor of the Central Bank of The Bahamas
presented the petition on Apr. 5, 2001, under Section 14(5) of the Banks and
Trust Companies Regulation Act, 2000.

Any creditor or shareholder of Suisse Security desiring to support or oppose
the making of an order on the petition may appear at the time of the hearing
in person or by counsel for that purpose.

Parties-in-interests who want to attend the hearing must inform of their
intention to appear on the hearing to Mr. Francis' counsel at:

          Rochelle A. Deleveaux
          Central Bank of The Bahamas
          Frederick & Shirley Streets
          Nassau, Bahamas

Those who intend to appear on the hearing must serve
notice not later than 4:00 p.m. on Nov. 7, 2006.

The petitioner can be reached at:

          Julian W. Francis
    Central Bank of The Bahamas
    Frederick St.
    P.O. Box N-4868
    Nassau, Bahamas


VAVASSEUR CORP.: Last Day to File Proofs of Claim Is on Dec. 1
--------------------------------------------------------------
The deadline for the submission of proofs of claim against Vavasseur Corp.
is on Dec. 1, 2006, at 5:00 p.m. to the company's receivers:

          Roy M. Terry, Jr. and Durette-Bradshaw PLC
          P.O. Box 2187
          Richmond, Virginia
          23218, USA

A mailed original proof of claim form is required.  Fax and electronic
copies will not be accepted.  Proof of claim forms can be downloaded or
printed from the receivers' Web site at http://www.dowdell-receivership.com
or can be obtained by contacting Julie Long at the receivers' address, or by
calling her at (804) 775-6900, or via E-mail: jlong@durrettebradshaw.com

Proof of claim forms must be completed in English and stated in lawful
currency of the United States.  It must be complete, signed under penalty of
perjury, and includes supporting documentary evidence.

To receive an acknowledgement of a proof of claim form, the claimant must
provide the receivers with an additional copy of the proof of claim form and
a postage-paid, self-addressed return envelope.

The first amended and restated summary procedures for claims administration
and plan of distribution may also be viewed on the receivers' Web site or
obtained upon request.

Any claimant who is required, but does not timely file a proof of claim form
in compliance with the established procedures and deadline will be forever
barred from participating in receivership property and receiving
distributions from receiver, and will no longer be entitled to receive
further mailings in or notices regarding this case.

Claimants may not rely on their agents and/or attorneys to meet the proposed
deadline or to satisfy other obligations of claimants with respect to the
filing of proof of claim forms herein by the claims bar date.

On Nov. 19, 2001, the Unites States Securities and Exchange Commission filed
a complaint in United States District Court for the Western District of
Virginia, Charlottesville division to halt a Ponzi scheme operated by Terry
L. Dowdell, a resident of Charlottesville who allegedly raised over US$29
million during the last several years.  Judge James A. Michael, Jr., of the
Western District of Virginia also issued a Temporary Restraining Order,
which included a prohibition against violations of federal securities laws
and an asset freeze, against:

          -- Terry L. Dowdell,
          -- Birgit Mechlenburg,
          -- Kenneth G. Mason,
          -- Dowdell, Dutcher & Associates, Inc., and
          -- Vavasseur Corp.

The complaint alleged violations of the federal securities laws, but did not
seek emergency relief, against Emerged Market Securities, DE-LLC and Daniel
Derouard.  According to the complaint filed, Mr. Dowdell offered fictitious
prime bank securities through Vavasseur, claiming that investors would earn
gross returns of 4% per week for 40 weeks out of the year.  Mr. Dowdell told
investors that their money would be sent to the Bahamas in an account in
their own name to trade medium term debenture instruments issued by one or
more of the major money center banks of either North America or Western
Europe.  Mr. Dowdell pooled the money in accounts he controlled in the US
and used the money to pay existing investors, pay commissions and pay
personal expenses.

The Court appointed Roy M. Terry, Jr. and the law firm of Durette-Bradshaw
PLC as receivers over the defendants, and directed the receiver to collect
and preserve all their assets.


WINN-DIXIE: Wants Five Alabama Power Agreements Approved
--------------------------------------------------------
Winn-Dixie Stores Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Middle District of Florida to approve their Agreements with
Alabama Power Company.

The Debtors and the Alabama Power Company are parties to five contracts
under which APCO provides electricity to nearly 63 of the Debtors' operating
locations in Alabama:

   (a) Master Contract for Electric Service between APCO and
       Winn-Dixie Stores, Inc., dated May 16, 2002;

   (b) Master Contract for Electric Power Service between APCO
       and Winn-Dixie Montgomery, Inc., dated Feb. 23, 1996;

   (c) Master Contract for Electric Power Service between APCO
       and WD Montgomery dated Aug. 8, 1997, and associated
       Electric System Lease Agreement and Standby Generator
       Program Agreement each dated Sept. 3, 1997;

   (d) Contract for Electric Power between APCO and WD
       Montgomery dated April 15, 1997; and

   (e) Contract for Electric Power between APCO and WD
       Montgomery dated Nov. 5, 1996.

The Debtors previously sought to assume the May 2002 Contract in an Omnibus
Motion, but APCO objected to the proposed assumption.
The Court continued the hearing to give the parties an opportunity to
resolve their differences.

According to Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, the parties have resolved their dispute with respect
to the May 2002 Contract, and have also negotiated the terms pursuant to
which all of the Contracts will be assumed, except for the November 1996
Contract.  The negotiations have resulted in these agreements:

   (1) The Debtors will assume the February 1996, April 1997,
       September 1997, and May 2002 Contracts, as amended;

   (2) APCO will facilitate the assumption of the four Contracts
       by agreeing to (i) amend the May 2002 and February 1996
       Contracts by virtue of two separate contracts dated
       Oct. 12, 2006, and (ii) accept US$861,747 as cure for
       the four Contracts;

   (3) The Debtors' cure obligations will be limited to the
       payment of the US$861,747 cure with APCO waiving any
       additional requirements under Section 365(b)(1) of the
       Bankruptcy Code as they relate to any prepetition
       defaults under the Contracts;

   (4) APCO's Agreements will not negate the impact of
       assumption on any claims held by the Debtors against APCO
       or otherwise expose APCO to potential preference actions
       with respect to payments made on account of the
       Contracts;

   (5) APCO will be entitled to an administrative claim for cure
       if any amounts become owing to it pursuant to Section
       502(h) of the Bankruptcy Code upon assumption of the
       Contracts;

   (6) The Omnibus Motion as it pertains to the May 2002
       Contract and APCO's Objection will be deemed withdrawn;
       and

   (7) The Debtors will reject the November 1996 Contract as of
       Oct. 25, 2006, and APCO will have a prepetition non-
       priority unsecured rejection damages claim for US$51,876.

According to Ms. Jackson, the Debtors' assumption of the
Contracts will result in immediate savings of nearly US$1,000,000 associated
with certain charges that would otherwise have been due under the Contracts.

The Debtors will also save an estimated US$1,000,000 annually by avoiding
service price increases that they would otherwise have to incur if they
pursued a rejection and entered into new service contracts with APCO, Ms.
Jackson adds.

The November 1996 Contract relates to the provision of electricity to one of
the Debtors' closed stores in Montgomery,
Alabama.  The Debtors say that the contract's rejection is still in their
best interest although it will result in a US$51,876 rejection of damages in
favor of APCO, since that amount reflects minimum charges that they are
required to pay under the contract.

By rejecting the November 1996 Contract, the Debtors will ensure that the
charges are treated as a prepetition non-priority unsecured claim rather
than as an administrative claim to be paid in cash, Ms. Jackson explains.

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


WINN-DIXIE: Wants to Assume GE Consumer Products Agreement
----------------------------------------------------------
Winn-Dixie Stores Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to approve the
negotiated assumption of their agreement with GE Consumer
Products.

Winn-Dixie Stores, Inc., and GE are parties to a Program
Agreement dated Sept. 12, 2003, as amended.  Under the Contract,
GE supplies the Debtors with various lighting products that are sold in
their stores.

The Debtors have negotiated with GE as to the terms pursuant to which the
Contract will be assumed, including the payment of cure and the treatment of
GE's Claim No. 7385 related to the Contract.

The parties agreed that:

   (a) The Debtors will assume the Contract effective as of the
       Plan Effective Date;

   (b) GE's claim for US$630,461 will be disallowed in its
       entirety;

   (c) None of the Debtors will be required to pay any cure
       amount and any prepetition defaults under the Contract
       will be waived in full by GE;

   (d) The waiver of cure payments and other concessions by GE
       will not negate the impact of assumption on any claims
       held by the Debtors against GE or otherwise expose GE to
       potential preference actions with respect to payments
       made on account of the Contract.  Upon assumption of the
       Contract, GE will be entitled to an administrative claim
       for cure in the event that any amounts become owing to GE
       pursuant to Section 502(h) of the Bankruptcy Code for
       sums relating to the Contract that may be required to be
       paid pursuant to Section 550;

   (e) In the event that the Effective Date does not occur, GE
       will be granted an allowed prepetition non-priority
       unsecured claim for US$531,108, without prejudice to GE's
       right to seek allowance of the Claim in an increased
       amount or the Debtors' right to challenge the allowance
       of the Claim in any increased amount; and

   (f) The Debtors will continue to timely perform all
       postpetition obligations under the Contract until
       otherwise ordered by the Court.

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




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


ARCH CAPITAL: Earns US$185.8 Million in Third Quarter 2006
----------------------------------------------------------
Arch Capital Group Ltd. reported that net income available to common
shareholders was US$185.8 million, or US$2.44 per share, for the 2006 third
quarter, compared with a net loss of US$86.3 million, or US$1.15 per share
on a pro forma basis, for the 2005 third quarter.

For the nine months ended Sept. 30, 2006, Arch Capital reported net income
available to common shareholders of US$453.3 million, or US$5.96 per share,
compared with US$155.6 million, or US$2.09 per share, for the 2005 period.
The company's book value per common share increased to US$40.82 at Sept. 30,
2006, from US$33.82 per share at Dec. 31, 2005.

Due to the net loss recorded for the 2005 third quarter, reported average
shares outstanding for the 2005 third quarter do not include 40.0 million
shares of dilutive securities since the inclusion of such securities would
have had an anti-dilutive effect on the loss per share under Generally
Accepted Accounting Principles or GAAP.  Arch Capital has included the
shares on a pro-forma basis in order to make comparisons to prior periods
more meaningful.  Under GAAP, the reported net loss per share was US$2.48
for the 2005 third quarter.  Since the company reported net income available
to common shareholders for the nine-month period ended Sept. 30, 2005, the
computation of weighted average common shares and common share equivalents
outstanding includes dilutive securities for the period.

Arch Capital also reported after-tax operating income available to common
shareholders of US$200.1 million, or US$2.62 per share, for the 2006 third
quarter, compared to a net loss of US$82.5 million, or US$1.10 per share on
a pro forma basis, for the 2005 third quarter.  For the nine months ended
Sept. 30, 2006, the company reported after-tax operating income available to
common shareholders of US$514.2 million, or US$6.76 per share, compared to
US$142.5 million, or US$1.91 per share, for the 2005 period.

Arch Capital's after-tax operating income available to common shareholders
represented a 28.0% annualized return on average common equity for the 2006
third quarter and 24.9% for the nine months ended Sept. 30, 2006.  After-tax
operating income or loss available to common shareholders, a non-GAAP
measure, is defined as net income or loss available to common shareholders,
excluding net realized gains or losses and net foreign exchange gains or
losses, net of income taxes.  As a result of the significant catastrophic
activity, the company sustained a net loss for the 2005 third quarter.

Under GAAP, diluted net loss available to common shareholders and diluted
weighted average common shares and common share equivalents outstanding for
the 2005 third quarter as reported do not include the effect of dilutive
securities since the inclusion of such securities is anti-dilutive to per
share results.  Since Arch Capital reported net income available to common
shareholders for the 2006 third quarter and the nine-month periods ended
Sept. 30, 2006, and 2005, the computation of weighted average common shares
and common share equivalents outstanding includes dilutive securities for
the periods.

The combined ratio represents a measure of underwriting profitability,
excluding investment income, and is the sum of the loss ratio and expense
ratio.  A combined ratio under 100% represents an underwriting profit and a
combined ratio over 100% represents an underwriting loss.  The combined
ratio of Arch Capital's insurance and reinsurance subsidiaries consisted of
a loss ratio of 58.8% and an underwriting expense ratio of 25.5% for the
2006 third quarter, compared to a loss ratio of 89.9% and an underwriting
expense ratio of 27.8% for the 2005 third quarter.  The combined ratio of
the company's insurance and reinsurance subsidiaries consisted of a loss
ratio of 59.4% and an underwriting expense ratio of 26.9% for the nine
months ended Sept. 30, 2006, compared to a loss ratio of 70.6% and an
underwriting expense ratio of 28.3% for the 2005 period.  The loss ratio of
58.8% for the 2006 third quarter was comprised of 32.3 points of paid
losses, 5.4 points related to reserves for reported losses and 21.1 points
related to incurred but not reported reserves.

Consolidated cash flow provided by operating activities was US$426.8 million
for the 2006 third quarter, compared to US$419.9 million for the 2005 third
quarter, and US$1.25 billion for the nine months ended Sept. 30, 2006,
compared to US$1.11 billion for the 2005 period.  The increase in operating
cash flows in the 2006 periods was due to growth in net premiums written and
net investment income, partially offset by a higher level of paid losses as
Arch Capital's loss reserves have continued to mature and due to payments
related to the 2004 and 2005 catastrophic events that contributed US$47.1
million to paid losses for the 2006 third quarter and US$151.5 million for
the nine months ended Sept. 30, 2006.

Net investment income was US$101.6 million for the 2006 third quarter,
compared to US$59.3 million for the 2005 third quarter, and US$272.5 million
for the nine months ended Sept. 30, 2006, compared with US$162.8 million for
the 2005 period.  The increase in net investment income in the 2006 periods
resulted from a higher level of average invested assets primarily due to
cash flows from operations.

An increase in the pre-tax investment income yield to 4.78% for the 2006
third quarter, compared to 3.55% for the 2005 third quarter, and 4.57% for
the nine months ended Sept. 30, 2006, compared to 3.43% for the 2005 period,
contributed to the growth in net investment income.

Arch Capital's investment portfolio, which mainly consists of high quality
fixed income securities, had an average Standard & Poor's quality rating of
"AA+" at Sept. 30, 2006, Dec. 31, 2005, and Sept. 30, 2005.  The average
effective duration of the company's investment portfolio was 3.2 years at
Sept. 30, 2006, compared to 3.3 years at Dec. 31, 2005 and 3.6 years at
Sept. 30, 2005.

Arch Capital's net foreign exchange losses for the 2006 third quarter of
US$4.3 million consisted of net unrealized losses of US$10.9 million and net
realized gains of US$6.6 million, compared to net foreign exchange gains for
the 2005 third quarter of US$7.3 million, which consisted of net unrealized
gains of US$7.6 million and net realized losses of US$0.3 million.

Arch Capital's net foreign exchange losses for the nine months ended Sept.
30, 2006, of US$15.7 million consisted of net unrealized losses of US$18.9
million and net realized gains of US$3.2 million, compared to net foreign
exchange gains of US$20.8 million for the 2005 period, which consisted of
net unrealized gains of US$21.1 million and net realized losses of US$0.3
million.

Arch Capital's net unrealized foreign exchange gains or losses result from
the effects of revaluing the company's net insurance liabilities required to
be settled in foreign currencies at each balance sheet date.  The company
holds investments in foreign currencies that are intended to mitigate the
company's exposure to foreign currency fluctuations in its net insurance
liabilities.  However, changes in the value of the investments due to
foreign currency rate movements are reflected as a direct increase or
decrease to shareholders' equity and are not included in the statement of
income.  For the 2006 and 2005 periods, the net unrealized foreign exchange
gains or losses recorded by the company were largely offset by changes in
the value of the company's investments held in foreign currencies.

On Jan. 1, 2006, Arch Capital adopted the fair value method of accounting
for share-based awards using the modified prospective method of transition
as described by FASB Statement No. 123 (revised 2004), "Share-Based
Payment."  As required by the provisions of SFAS 123(R), the company
recorded after-tax share-based compensation expense related to stock options
of US$1.6 million, or US$0.02 per share, in the 2006 third quarter, and
US$4.4 million, or US$0.06 per share, for the nine months ended Sept. 30,
2006.  Under the modified prospective method of transition, no expense
related to stock options was recorded in the 2005 periods.  For the 2006
fourth quarter, the company expects to record after-tax share-based
compensation expense related to stock options of approximately US$1.3
million, or US$0.02 per share.

For the 2006 third quarter, the effective tax rates on income before income
taxes and pre-tax operating income were 1.2% and 1.7%, respectively.  For
the nine months ended Sept. 30, 2006, the effective tax rates on income
before income taxes and pre-tax operating income were 5.7% and 5.3%,
respectively, compared to 9.6% and 10.5% for the 2005 period.  The company's
effective tax rates may fluctuate from period to period based on the
relative mix of income reported by jurisdiction primarily due to the varying
tax rates in each jurisdiction.  The company's quarterly tax provision is
adjusted to reflect changes in its expected annual effective tax rates, if
any.  During the 2006 third quarter, the company reduced its effective tax
rate on pre-tax operating income to 5.3% from 7.5% at June 30, 2006.  The
impact of applying the lower effective tax rate on pre-tax operating income
for the six months ended June 30, 2006 increased the company's after-tax
results for the 2006 third quarter by US$7.7 million, or US$0.10 per share.
The company currently expects that its annual effective tax rate on pre-tax
operating income for the year 2006 will be in the range of 4.0% to 6.0%.

At Sept. 30, 2006, Arch Capital's US$3.65 billion capital consisted of
US$300.0 million of senior notes, representing 8.2% of the total, US$325.0
million of preferred shares, representing 8.9% of the total, and common
shareholders' equity of US$3.02 billion, representing the balance.  The
increase in the company's capital during 2006 of US$865.7 million was
primarily attributable to operating income for the nine months ended
Sept. 30, 2006, the issuance of US$325.0 million of preferred shares and an
after-tax increase in the market value of the company's investment portfolio
during 2006 which was primarily due to a decrease in the level of interest
rates in the 2006 third quarter.

Diluted weighted average common shares and common share equivalents
outstanding, used in the calculation of after-tax operating income and net
income per common share, was 1.7 million shares, or 2.2%, higher for the
nine months ended
Sept. 30, 2006 than for the 2005 period.  The higher level of shares
outstanding in the 2006 period was primarily due to increases in the assumed
dilutive effects of stock options and nonvested restricted stock calculated
using the treasury stock method.  Under the treasury stock method, the
assumed dilutive impact of options and nonvested stock on diluted weighted
average shares outstanding increases as the market price of the company's
common shares increases.

Headquartered in Bermuda, Arch Capital Group Ltd. --
http://www.archcapgroup.bm-- is a public limited liability company, which
provides insurance and reinsurance on a worldwide basis through operations
in Bermuda, the United States, Europe and Canada.  It provides a range of
property and casualty insurance and reinsurance lines, and focus on writing
specialty lines of insurance and reinsurance.  Arch Capital classifies its
business into two underwriting segments: reinsurance and insurance.  The
company's reinsurance operations are conducted on a worldwide basis through
its reinsurance subsidiaries, Arch Reinsurance Ltd. (Arch Re Bermuda) and
Arch Reinsurance Company (Arch Re U.S).  The company's insurance operations
in Bermuda are conducted through Arch Insurance (Bermuda), a division of
Arch Re Bermuda, which has an office in Hamilton, Bermuda.

                        *    *    *

Standard & Poor's Ratings Services assigned on July 2, 2006, its preliminary
'BBB' senior debt, 'BBB-' subordinated debt, and 'BB+' preferred stock
ratings to Arch Capital Group Ltd.'s universal shelf registration.

                        *    *    *

A.M. Best Co. assigned on May 23, 2006, a debt rating of "bb" to Arch
Capital Group Limited's US$125 million 7.875% non-cumulative Series B
preferred shares.  The outlook for this rating is stable.  Arch's remaining
debt ratings and the financial strength rating of A- of Arch Reinsurance
Ltd. (Hamilton, Bermuda) and its affiliated companies are unchanged.


ASCEND (BERMUDA): Last Day to File Proofs of Claim Is on Nov. 9
---------------------------------------------------------------
Ascend Communications (Bermuda) Financing Ltd.'s creditors are given until
Nov. 9, 2006, to prove their claims to Jennifer Y. Fraser, the company's
liquidator, or be excluded from receiving any distribution or payment.

In their proofs of claim, creditors must indicate their full names,
addresses, the full particulars of their debts or claims, and the names and
addresses of their lawyers, if any.

A final general meeting will be held at the liquidator's place of business
on Nov. 28, 2006, at 9:30 a.m., or as soon as possible.

Ascend Communications' shareholders will determine during the meeting,
through a resolution, the manner in which the books, accounts and documents
of the company and of the liquidator will be disposed.

Ascend Communications' shareholders agreed on Oct. 23, 2006, to place the
company into voluntary liquidation under Bermuda's Companies Act 1981.

The liquidator can be reached at:

         Jennifer Y. Fraser
         Canon's Court, 22 Victoria Street
         Hamilton, Bermuda


ASCEND COMMUNICATIONS: Proofs of Claim Must Be Filed by Nov. 9
--------------------------------------------------------------
Ascend Communications Investments Ltd.'s creditors are given until Nov. 9,
2006, to prove their claims to Jennifer Y. Fraser, the company's liquidator,
or be excluded from receiving any distribution or payment.

In their proofs of claim, creditors must indicate their full names,
addresses, the full particulars of their debts or claims, and the names and
addresses of their lawyers, if any.

A final general meeting will be held at the liquidator's place of business
on Nov. 28, 2006, at 10:00 a.m., or as soon as possible.

Ascend Communications' shareholders will determine during the meeting,
through a resolution, the manner in which the books, accounts and documents
of the company and of the liquidator will be disposed.

Ascend Communications' shareholders agreed on Oct. 23, 2006, to place the
company into voluntary liquidation under Bermuda's Companies Act 1981.

The liquidator can be reached at:

         Jennifer Y. Fraser
         Canon's Court, 22 Victoria Street
         Hamilton, Bermuda


GLOBAL CROSSING: Will Acquire Impsat for US$95 Million
------------------------------------------------------
Global Crossing Ltd. has agreed to acquire Impsat for US$9.32 in cash for
each share of Impsat common stock, representing a total equity value of
approximately US$95 million.

Global Crossing will assume, refinance and/or repay Impsat's debt, which was
US$241 million as of June 30, 2006.  Impsat's cash balance as of June 30,
2006, was US$23 million, resulting in a net debt balance of US$218 million
at that date.  The transaction is expected to close in the first quarter of
2007.

The acquisition of Impsat will accelerate Global Crossing's strategy to
provide converged Internet provider (IP) services to enterprises and
carriers globally, in addition to enhancing the company's financials.
Impsat, as a leading Latin American provider of IP, hosting and value-added
data solutions, will add over 4,500 customers to Global Crossing's ranks,
all of which are supported by a world class sales and customer care team
with local presence in seven Latin American countries.  Impsat's extensive
IP-based intercity network, 15 metropolitan networks and 15 advanced hosting
centers will provide a greater breadth of services and coverage to Global
Crossing's Latin American operations.  Impsat will also add scale to the
company's regional presence and will enhance its competitive position as a
global service provider to multinational enterprises and carrier customers.

Global Crossing expects the acquisition to contribute annual revenue of more
than US$270 million, and to yield annual Adjusted Earnings Before Interest,
Taxes, Depreciation and Amortization of more than US$70 million after
operational synergies are fully realized.  Annual operational savings after
integration are expected to be more than US$10 million.  Integration of the
business is expected to be completed 12 to 18 months after closing of the
transaction, at a one-time cost of approximately US$10 million.
John Legere, Global Crossing's chief executive officer, said, "The
combination of Impsat's data-centric customer set, extensive Latin American
network and managed IP capabilities with Global Crossing's proven ability to
deliver converged IP services on a global scale is a compelling win for the
customers of both companies.  The Impsat acquisition, along with our
recently completed acquisition of Fibernet in the UK, demonstrates our
strategic and focused participation in industry consolidation.  We will
aggressively pursue those opportunities that would enhance our core
business, expand our service capabilities and improve our financials."

Global Crossing and Impsat have had a commercial relationship since 2000,
when Global Crossing selected Impsat as one of its providers of Point of
Presence facilities for Global Crossing's Latin American network, known as
South American Crossing.  Impsat has also been a customer of Global Crossing
in Latin America since 2000.  This longstanding relationship means that
customers of both companies should enjoy a seamless transition following
closing of the transaction.

Ricardo Verdaguer, Impsat's chief executive officer, noted, "This
transaction demonstrates the value created by Impsat within the
telecommunications industry in Latin America and represents an attractive
offer to our shareholders.  Our service-oriented employees and portfolio of
IP- based products and services mesh perfectly with Global Crossing's
strategy and culture, which emphasize technology, security, customer support
and control.  I believe combining our companies will enhance the solutions
we provide customers, create economies of scale and further serve the
economic development objectives of the Latin American region."

At closing of the acquisition, Global Crossing expects to use approximately
US$160 million of its existing cash for equity payments to Impsat
shareholders, transaction expenses and repayment of a limited amount of
indebtedness.  In addition, Global Crossing has obtained a financing
commitment from Credit Suisse for up to US$200 million to refinance most of
the Impsat debt that is not being repaid at closing.

Global Crossing has obtained a financing commitment for approximately US$95
million from ABN Amro to finance its previously announced acquisition of
Fibernet Group plc in the United Kingdom.  Together, the two financing
arrangements, which are subject to customary closing conditions, are
intended to preserve sufficient cash reserves to enable Global Crossing to
pursue additional growth opportunities that may arise, including those being
generated by industry consolidation.

The transaction is subject to the approval of Impsat's common shareholders,
certain debt holders, certain regulatory approvals and other closing
conditions.  Under separate agreements, Morgan Stanley & Co., a significant
shareholder and debt holder of Impsat; W.R. Huff Asset Management Co., a
significant debt holder; and certain officers and directors of Impsat have
agreed to support the transaction.

The Blackstone Group is acting as sole financial advisor, and Latham and
Watkins LLP and Jorge Ortiz y Asociados are acting as legal counsel to
Global Crossing on the transaction.

                        About Impsat

Impsat Fiber Networks, Inc., -- http://www.impsat.com-- is a provider of
private telecommunications networks and Internet services in Latin America.
The company owns and operates 15 data centers and metropolitan area networks
in some of the largest cities in Latin America, providing services to more
than 4,200 national and multinational companies, financial institutions,
governmental agencies, carriers, Internet service providers and other
service providers throughout the region.  Impsat has operations in
Argentina, Colombia, Brazil, Venezuela, Ecuador, Chile, Peru, the United
States and throughout Latin America and the Caribbean.

Impsat registered an increase in losses from US$14.2 million in 2004 to
US$36.2 million in 2005.

                    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.


HONG KONG PHARMA: Court Sets Scheme Sanction Hearing on Nov. 3
--------------------------------------------------------------
The Supreme Court of Bermuda will hear on Nov. 3, 2006, the petition to
sanction the Schemes of Arrangement between the company and the scheme
creditors.  The High Court of the Hong Kong Special Administrative Region
will hear the same petition on Nov. 7, 2006.

The provisional liquidators anticipate that the orders from the HK Court and
the Bermuda Court sanctioning the schemes will be granted on or before the
dates of the hearing.

Under section 166 of the Companies Ordinance of Hong Kong and section 99 of
the Companies Act of Bermuda, the provisional liquidators will deliver
office copies of the orders, if they are made, to the Registrar of Companies
of Hong Kong and the Registrar of Companies of Bermuda for registration on
or before Nov. 10, 2006.

The scheme creditors approved at a meeting on Apr. 6, 2006, the Schemes of
arrangement, subject to a minimum return of 40% to the scheme creditors.

In light of the approval, under Clause 11.1 or the modification of schemes,
the provisional liquidators will consent at the Hong Kong and the Bermuda
hearings, on behalf of the company and the scheme creditors to these
amendments to the schemes:

   1. Scheme Creditors will be asked to notify the company of
      their claims at least 14 days prior to the effective
      date;

   2. The cut-off date will occur one business day immediately
      after the effective date; and

   3. A new clause 10 (termination) will be included in the
      Schemes to provide for termination of the Schemes in
      the event that as at the cut-off date, a 40% minimum
      return to the scheme creditors is not achievable.

The scheme proposed that Cosimo Borelli and Kelvin Edward Flynn, the Hong
Kong provisional liquidators, be the scheme administrators.  However, on
September 2006, Messrs. Borrelli and Flynn resigned form Alvarez & Marsal
Asia Limited for personal reasons.  In this connection, the scheme now
proposed that Messrs. Borelli and Flynn be replaced by Stephen Briscoe and
David Maund, managing directors of Alvarez & Marsal, as the scheme
administrators.  The scheme sees both to have the requisite experience to
hold the proposed office.

Hong Kong Pharmaceuticals, acting by the provisional liquidators, has
consented to the proposed amendments to the schemes.

Umbrella Finance Limited and Tanner de Witt, together account for
approximately 6.3% of total scheme claims, support the revised scheme.

Under Clause 4 (determination of claims) of the schemes, scheme creditors
must submit a notice of claim to the scheme administrators on or before 5:00
p.m. on the cut-off date.

A form of Notice of Claim was delivered to each of the known creditors on
March 15, 2006, and the same Notice of Claim was delivered again to the
creditors on Oct. 23,2006.  The Notice of Claim is also available from the
office of the provisional liquidators.

Creditors are urged to complete and lodge their notices of claim if they had
not done so previously, or whether there are any changes to the claims they
have previously sent on
March 15, 2006.  It is necessary for the creditors to lodge their notices of
claim as soon as possible and in any event prior to the cut-off date in
order for the scheme administrators to determine whether a minimum return of
40% to scheme creditors is achievable.

If a minimum return of 40% to scheme creditors is not achievable after
taking into account the aggregate of the amounts specified in all notices of
claim received by 5:00 p.m. on the cut-off date, the schemes will be
automatically terminated.

In the event of a termination of the schemes, and suitable alternative
schemes cannot be proposed, the company maybe wound up and the Restructuring
Agreement terminated, in which case the return to creditors will be
approximately 0.5%.

The provisional liquidators can be reached at:

          Kelvin Edward Flynn
          Cosimo Borelli
          5th Floor, Allied Kajima Bldg.
          138 Gloucester Road
          Wanchai, Hong Kong


MONTPELIER RE: Third Quarter Earnings Tops Analyst Estimates
------------------------------------------------------------
Montpelier Re Holdings Ltd. reported that earnings surpassed analyst
estimates as it benefited from a light hurricane season this year.

As reported in the Troubled Company Reporter-Latin America on Oct. 27, 2006,
Montpelier Re posted comprehensive income for the quarter ended Sept. 30,
2006, of US$110 million.  Net income excluding net realized investment gains
and losses was US$76 million for the third quarter.

MarketWatch relates that Montpelier Re was one of the reinsurers who were
hit hardest by Hurricane Katrina and other storms in the third quarter of
2005.   It had reported US$875.1 million net loss in that quarter.

According to MarketWatch, Montpelier Re's net written premiums decreased 55%
to US$107.8 million in the third quarter of 2006, compared with the same
quarter in 2005.

Susan Spivak, an analyst at Wachovia, said that Montpelier Re premiums,
excluding premiums for reinstating coverage, dropped 31% in the third
quarter of 2006, compared with last year's third quarter, MarketWatch notes.
That was a much bigger drop than the 10.5% decline she expected.

MarketWatch underscores that Cliff Gallant -- an analyst at Keefe, Bruyette
& Woods -- expected Montpelier Re's net written premium growth to be almost
10% in the third quarter of 2006.

According to MarketWatch, Ms. Spivak said in a note to clients, "While we
believe Montpelier's strategy to reduce exposure to the increased frequency
of severe catastrophic events is appropriate, these changes will likely lead
to lower future returns.  It will be difficult for Montpelier to sustain the
premium multiple it has in the past."

Headquartered in Bermuda, Montpelier Re Holdings Ltd., through its operating
subsidiary Montpelier Reinsurance Ltd., is a premier provider of global
property and casualty reinsurance and insurance products.  During the year
ended Dec. 31, 2005, Montpelier underwrote US$978.7 million in gross
premiums written.  Shareholders' equity at Dec. 31, 2005, was US$1.1
billion.

                        *    *    *

On Jan. 4, 2006, Moody's Investors Service assigned Ba1 rating on Montpelier
Re Holdings Ltd.'s subordinated shelf and Ba2 rating on preferred shelf.
Moody's said the outlook for the ratings is stable.


SCOTTISH RE: Hannover Re Pulls Out of Bidding for Firm
------------------------------------------------------
Reuters reports that Hannover Re has decided not to bid for Scottish Re.

Reuters says that Scottish Re put itself up for sale in August after a big
second-quarter loss and the departure of its chief executive.

Hannover Re was among the six companies in the second phase of bidding for
Scottish Re, Reuters notes, citing a source familiar with the matter.

According to Reuters, some analysts had considered Hannover Re as the likely
winner in the bidding.

Richard Sbaschnig, an analyst at Oppenheimer & Co., told Reuters, "It's
difficult to interpret this.  It could simply mean that somebody else is now
in the lead.  I would think if there were problems with the (Scottish Re)
business they would have dropped out earlier."

Analysts said that Scor, a reinsurer from France, may now be one of the
leading bidders to enter exclusive talks with Scottish Re over a possible
sale, according to Reuters.

Scottish Re's auction process was in an advanced phase and it might disclose
a deal to sell itself soon, Reuters says, citing Bear Stearns Cos. Inc.

Saul Martinez, an analyst at Bear Stearns, told Reuters that based on past
conversations with management, he expected that Scottish Re could reveal a
sale of the firm simultaneous with its third-quarter earnings announcement.

Reuters emphasizes that Scottish Re's third quarter earnings will be
disclosed on or before Nov. 10.

A broad range for the price of Scottish Re would be US$10 to US$19 a share,
but the winning bid would likely come in below the high end, Mr. Martinez
said in a report.  The mid-point of that range is US$14.50 a share.

Mr. Martinez told Reuters, "We believe the most likely outcome is the sale
of Scottish Re as an entire entity and at a premium to the existing share
price."

Mr. Martinez admitted to Reuters that risks exist.

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

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

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

A.M. Best Co. has downgraded on Aug. 22, 2006, the financial strength rating
to B+ from B++ and the issuer credit ratings to "bbb-" from "bbb+" of the
primary operating insurance subsidiaries of Scottish Re Group Limited
(Scottish Re) (Cayman
Islands).  A.M. Best has also downgraded the ICR of Scottish Re to "bb-"
from "bb+".  AM Best put all ratings under review with negative
implications.




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


BANCO NACIONAL: Approves BRL940-Million Financing to Comgas
-----------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social approved a financing of
BRL940 million to Companhia de Gas de Sao Paulo aka Comgas.  The funds will
be used to invest in expanding, modernizing and strengthening the canalized
gas distribution network and integrating the company's Triennial Plan
between 2006 and 2008.  The bank's support, which is equivalent to 67% of
the BRL1.4 billion budget for the project, will allow a higher environmental
quality for Sao Paulo's metropolitan region and the interior, with the
substitution of high polluting energetic sources.

The investments will also make possible the diversification of the local
energy matrix, reduction of costs for transport and storage of fuels to
clients, and infrastructure expansion in Sao Paulo.  Expansion of the
canalized gas network will be directed in supplying the industrial,
automotive, and cogeneration sectors in Sao Paulo's metropolitan region,
Vale do Paraiba, Baixada Santista, Braganca Paulista, Campinas, Jundiai and
other municipalities of the State of Sao Paulo covered by the company's
concession area.

One of the merits of the project is the new commercial opportunity that may
arise, justifying the acceleration of investments in a certain region or
even the construction of new networks in municipalities not yet supplied by
Comgas.  The strategy will allow for the substitution of planned investments
that failed to be economically attractive.  In addition to this financing,
Banco Nacional has already approved three other operations for the company,
which total amount to BRL740 million.

Comgas, an open capital corporation, held by BG group, is planning to
increase significantly the existing network in Campinas by constructing the
remaining part of the high-pressure ring around the urban nucleus. With this
same objective, the company is expected to expand its operations to Baixada
Santista, a region not yet covered, and also to the area around Castelo
Branco highway, based on an expansion of the existing high pressure network
and extensions directed to meet industrial clients.  The network renewal
will reach 99 kilometers, the renewal of gauges will reach 171,300 units and
the branch renewals will total 4,600 units.

Comgas accounts for 30% of the total gas volume, equivalent to 12 million
cubic meters/day.  It supplies about 484,000 clients spread over 52
municipalities, by means of its canalized natural gas distribution network.
Its area of concession, with 177 municipalities, comprises about 25% of
gross domestic product.  The company receives natural gas supplied by
Petrobras.

                        *    *    *

As reported in the Troubled Company Reporter on March 3, 2006, Standard &
Poor's Ratings Services raised its foreign currency counterparty credit
rating on Banco Nacional de Desenvolvimento Economico e Social SA to 'BB'
with a stable outlook from 'BB-' with a positive outlook.  The company's
local currency credit rating was also shifted to 'BB+' with a stable outlook
from 'BB' with a positive outlook.


BANCO NACIONAL: Launches Waste Recycling Cooperatives Financing
---------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA said in a statement
that it has launched a new funding package to support cooperatives of people
who work at collecting recyclable waste.

Business News Americas relates that the financing package will be allocated
from Banco Nacional's social interest fund.

According to BNamericas, Banco Nacional did not assign a value for the
financing package.

A spokesperson of Banco Nacional told BNamericas, "This is not to say that
individual projects will not have limits.  The details of the finance
package have not been completed, but the program is labeled urgent and will
officially be launched in the coming days.  At that point we will have a
better idea about how much the bank is likely to disburse from this finance
package."

BNamericas underscores that Banco Nacional will support purchase of
equipment to boost work conditions and separation capabilities of
individuals who earn through recyclable waste.

Banco Nacional said in a statement, "The bank is supporting the creation of
jobs and income for a large number of people that live below the poverty
line and produce positive environmental impacts, particularly in large
cities."

Estimates on the number of people working in this segment vary widely, from
300,000 to over a million, BNamericas states.  However, the national
movement for recyclable waste workers has registered 350,000 people across
Brazil.

Banco Nacional told BNamericas that Brazil has one of the highest recycling
rates in the world.  Every year the country recycles about:

          -- 3.3 million tons of paper,
          -- 360,000 tons of plastics, and
          -- 120,000 tons of aluminum.

Cooperatives are given until Dec. 20 to present finance proposals to Banco
Nacional, BNamericas reports.

Banco Nacional de Desenvolvimento Economico e Social SA is Brazil's national
development bank, providing financing for projects within Brazil as well as
playing a major role in the privatization programs undertaken by the federal
government.

                        *    *    *

As reported in the Troubled Company Reporter on March 3, 2006, Standard &
Poor's Ratings Services raised its foreign currency counterparty credit
rating on Banco Nacional de Desenvolvimento Economico e Social SA to 'BB'
with a stable outlook from 'BB-' with a positive outlook.  The company's
local currency credit rating was also shifted to 'BB+' with a stable outlook
from 'BB' with a positive outlook.


BANCO NACIONAL: Okays BRL115MM for Usina Ouroeste-Acicar Plant
--------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social SA reported that it has
authorized a BRL115-million loan for Usina Ouroeste-Acicar e Alcool for the
construction of the latter's fuel alcohol plant in Ouroeste, Sao Paulo.

Banco Nacional said in a statement that the plant will process up to 1.2
million tons of sugarcane yearly.

Business News Americas relates that the project is worth BRL152 million.  It
includes planting 7,800 hectares of sugarcane.

The first harvest of the sugarcane will be in May 2008, BNamericas states.

Banco Nacional de Desenvolvimento Economico e Social SA is Brazil's national
development bank, providing financing for projects within Brazil as well as
playing a major role in the privatization programs undertaken by the federal
government.

                        *    *    *

As reported in the Troubled Company Reporter on March 3, 2006, Standard &
Poor's Ratings Services raised its foreign currency counterparty credit
rating on Banco Nacional de Desenvolvimento Economico e Social SA to 'BB'
with a stable outlook from 'BB-' with a positive outlook.  The company's
local currency credit rating was also shifted to 'BB+' with a stable outlook
from 'BB' with a positive outlook.


BUCKEYE TECH: Elects Marko Rajamaa as Nonwovens Division Sr. VP
---------------------------------------------------------------
Buckeye Technologies Inc. elected Marko M. Rajamaa as Senior Vice President
of its Nonwovens Division.

Mr. Rajamaa was appointed to Vice President of Nonwovens in February 2006.
He will continue to lead the Nonwovens Division with worldwide
responsibility for nonwovens commercial and business development.

Mr. Rajamaa has over 17 years of experience in nonwovens manufacturing,
marketing and commercial operations.  Under Mr. Rajamaa's leadership the
Nonwovens Division has made significant progress, including the achievement
of record sales and operating income in the recent July-September quarter.
He holds a Master of Science degree with a major in Forest Products
Marketing from the University of Helsinki, Finland in 1989.  He joined
Buckeye when it acquired UPM-Kymmene's Walkisoft operations in 1999.

Headquartered in Memphis, Tennessee, Buckeye Technologies, Inc.
(NYSE:BKI) -- http://www.bkitech.com/-- is a leading manufacturer and
marketer of specialty fibers and non-woven materials.  The Company currently
operates facilities in the United States, Germany, Canada, and Brazil.  Its
products are sold worldwide to makers of consumer and industrial goods.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on March 9, 2006,
Standard & Poor's Ratings Services revised its outlook on Buckeye
Technologies Inc. to negative from stable.  At the same time, Standard &
Poor's affirmed its ratings, including the 'BB-' corporate credit rating, on
the Memphis, Tennessee-based specialty pulp producer.


CELESTICA INC: Posts US$2.4 Billion Third Quarter 2006 Revenues
---------------------------------------------------------------
Celestica Inc.'s revenues increased 20% to US$2,392 million, from US$1,994
million in the third quarter of 2005.

Celestica Inc.'s net loss on Generally Accepted Accounting Principles or
GAAP basis for the third quarter was (US$42.1) million or (US$0.19) per
share, compared with GAAP net loss of (US$19.6) million or (US$0.09) per
share for the same period last year.  Included in GAAP net loss for the
quarter are charges of US$82 million associated with previously announced
restructuring plans.  For the same period in 2005, restructuring charges of
US$41 million were incurred.

Celestica Inc.'s adjusted net earnings for the quarter were US$40.5 million
or US$0.18 per share compared with US$27.1 million or US$0.12 per share for
the same period last year.

Adjusted net earnings is defined as net earnings before amortization of
intangible assets, gains or losses on the repurchase of shares and debt,
integration costs related to acquisitions, option expense, option exchange
costs and other charges, net of tax and significant deferred tax write-offs.
These results compare with Celestica Inc.'s guidance for the third quarter,
disclosed on July 27, 2006, of revenue of US$2.15 to US$2.35 billion and
adjusted net earnings per share of US$0.12 to US$0.20.

For the nine months ended Sept. 30, 2006, revenue was US$6,550 million
compared with US$6,396 million for the same period in 2005.  Net loss on a
GAAP basis was (US$89.8) million or (US$0.40) per share compared with net
loss of (US$18.6) million or (US$0.08) per share for the same period last
year.  Adjusted net earnings for the first nine months of 2006 were US$87.0
million or US$0.38 per share compared with adjusted net earnings of US$100.2
million or US$0.44 per share for the same period in 2005.

Steve Delaney, the chief executive officer of Celestica Inc., said,
"Revenues were very strong sequentially and year over year driven primarily
by the growth realized in our consumer segment. Other segments were solid as
well in this seasonally lower quarter.  I'm pleased with the added
diversification and the improvement in operating margins, despite the
setbacks we've had in the performance of some of our facilities in the
Americas and Eastern Europe.  We remain focused on overcoming these
challenges and accelerating the improvement in our returns on capital."

                          Outlook

For the fourth quarter ending Dec. 31, 2006, Celestica Inc. anticipates
revenue to be in the range of US$2.25 billion to US$2.45 billion, and
adjusted earnings per share to range from US$0.15 to US$0.23.

                      About Celestica

Headquartered in Toronto, Ontario, Celestica, Inc. (NYSE: CLS,
TSX: CLS/SV) -- http://www.celestica.com/-- is a world leader in the
delivery of innovative electronics manufacturing services.  Celestica
operates a highly sophisticated global manufacturing network with operations
in Asia, Europe, Mexico, Puerto Rico, Brazil, Canada and the United States.
It provides a broad range of integrated services and solutions to original
equipment manufacturers.  Celestica's expertise in quality, technology and
supply chain management, enables the company to provide competitive
advantage to its customers by improving time-to-market, scalability and
manufacturing efficiency.

                        *    *    *

Celestica carries Fitch's 'BB-' issuer default and unsecured credit facility
ratings.  Fitch also assigned a 'B+' rating to the Company's senior
subordinated debt.  Fitch said the rating outlook is stable.

In February 2005, Moody's Investors Service lowered Celestica's senior
implied rating to Ba3 from Ba2, senior unsecured issuer rating to B1 from
Ba3 and the subordinated notes rating to B2 from Ba3.


COMMSCOPE INC: Reports US$43.6MM Sales for Third Quarter 2006
-------------------------------------------------------------
CommScope, Inc., reported record third quarter 2006 sales of US$466.1
million and net income of US$43.6 million.  The reported net income includes
after-tax charges of US$1.9 million related to restructuring costs.
Excluding this special item, adjusted third quarter earnings were US$45.5
million, or US$0.64 per diluted share.

For the third quarter of 2005, CommScope reported sales of US$345.6 million
and net income of US$11.5 million, or US$0.18 per diluted share.  The
reported net income included total after-tax charges of US$11.2 million,
primarily for equipment impairment related to global manufacturing
initiatives.  Excluding these special items, adjusted earnings were US$22.7
million, or US$0.34 per share.

Frank M. Drendel, CommScope Chairman and Chief Executive Officer, said, "We
delivered record third-quarter results fueled by the expanding global demand
for bandwidth.  We believe our performance demonstrates we are executing our
strategy well and are strongly positioned for success in 2007.  We posted
strong sales growth in all segments.  Business enterprises are upgrading
their Local Area Networks and data centers.  Broadband service providers and
telecommunication carriers are investing in their infrastructure to provide
the 'quadruple play' of video, data, voice and mobility.  CommScope's
expanding portfolio of infrastructure solutions continues to enable a host
of new and exciting communications services."

                        Sales Overview

CommScope's sales for the third quarter of 2006 increased 34.9% year over
year, primarily driven by increased customer demand and price increases in
response to higher raw material costs.  Enterprise sales rose 41.6% year
over year to US$237.7 million.  Sales rose across essentially all geographic
regions with particular strength in the European region.  The strong third
quarter growth is primarily due to unusually strong orders received during
the second quarter and price increases resulting from increased commodity
prices.  The Enterprise segment continued to experience organic growth as
businesses moved toward consolidated data centers and updated their Local
Area Networks to support bandwidth intensive applications.

CommScope's broadband segment sales rose to US$143.8 million, up 17.6% year
over year, as a result of higher prices for coaxial cable products,
increased global sales volumes in all regions and a product line acquisition
announced earlier this year.  Broadband sales continued to be positively
affected by competition between cable television operators and telephone
companies.

CommScope's carrier sales rose 52.9% year over year to US$85.0 million due
to substantially increased demand for Integrated Cabinet Solutions or ICS
products.  ICS sales increased as domestic telephone companies continued
investing in their infrastructure to support video and high-speed data
services.

CommScope's total international sales rose 22.0% year over year to US$137.1
million, or 29.4% of total company sales.

Overall orders booked in the third quarter of 2006 were US$392.6 million, up
6.6% from the year-ago quarter.

              Global Manufacturing Initiatives

CommScope's third quarter 2006 results reflect net pretax restructuring
charges of US$3.0 million (US$1.9 million after tax) primarily for equipment
relocation costs associated with the Company's global manufacturing
initiatives.

CommScope has essentially completed the Enterprise portion of these
initiatives.  The Broadband portion of these initiatives is expected to be
completed in the first quarter of 2007.

                         Highlights

   -- CommScope's SYSTIMAX Solutions joined the Cisco Technology
      Developer Program as an IP Communications Participant
      Partner.  The Cisco Technology Developer Program sets
      criteria for interoperability testing by independent third
      parties and enables leading product and services firms to
      deploy innovative business solutions.  This program
      provides enterprise or service provider customers with
      information regarding Cisco Technology Developer Partner
      products and services that an independent testing facility
      has tested and found to interoperate with Cisco networking
      technology.

   -- Gross margin for the third quarter rose to 30.0%, up more
      than 250 basis points year over year and up more than 350
      basis points sequentially.  The gross margin improvements
      were primarily due to higher sales volume and selling
      prices, favorable product mix and the positive impact of
      the company's global manufacturing initiatives.

   -- SG&A for the third quarter of 2006 was US$62.8 million or
      13.5% of sales, compared to US$51.3 million or 14.8% of
      sales in the year-ago quarter. SG&A declined as a
      percentage of sales primarily due to higher sales levels.

   -- Third quarter 2006 results include US$1.3 million of
      pretax equity-based compensation expense accounted for in
      accordance with SFAS No. 123(R).

   -- Operating income for the third quarter of 2006 was US$64.9
      million or 13.9% of sales.  Excluding restructuring costs,
      operating income would have been US$67.9 million or 14.6%
      of sales.  In the year-ago quarter, operating income was
      US$19.9 million or 5.8% of sales.  Excluding special
      items, operating income would have been US$33.9 million or
      9.8% of sales for the quarter.

   -- Total depreciation and amortization expense was US$13.4
      million for the third quarter, which included US$3.2
      million of intangibles amortization.

   -- Net cash provided by operating activities in the third
      quarter was US$34.8 million, up 22% year over year.
      Capital spending in the quarter was US$7.6 million.

CommScope also disclosed that its wholly owned subsidiary, Connectivity
Solutions Manufacturing, Inc., had closed on a an agreement to sell real
estate consisting of 70 acres and a 580,000-sq. ft. building at the
Connectivity Solutions manufacturing facility located in Omaha, Nebraska.
The sales price for the land and building was approximately US$11 million.
The sale will be recorded in the fourth quarter of 2006.

                Fourth Quarter and 2007 Outlook

CommScope management provided the following guidance for the fourth quarter
2006 and calendar year 2007:

Fourth Quarter 2006 Guidance

   -- For the fourth quarter of 2006, revenue is expected to be
      US$370-US$385 million and operating margin is expected to
      be 9%-10%, excluding special items.

   -- Effective tax rate of approximately 30%-34%.

   -- Capital spending of approximately US$5-US$8 million.

Based on the fourth quarter 2006 guidance, sales for calendar year 2006 are
expected to be approximately US$1.60-US$1.62 billion, up 20% year over year.
Operating margin for calendar year 2006 is estimated to be around 10.5%,
excluding special items.

Calendar Year 2007 Guidance

   -- For calendar year 2007, revenue is expected to be in the
      range of US$1.70-US$1.75 billion and operating margin is
      expected to be 11.5% or better, excluding special items.

   -- Effective tax rate of approximately 30%-34%.

   -- Depreciation and amortization expense of approximately
      US$50 million.

   -- Capital spending of approximately US$30-US$40 million.

Jearld L. Leonhardt, CommScope executive vice president and chief financial
officer, said, "As we move into the seasonally slower fourth quarter, we
expect a greater than normal sequential sales decline due primarily to
strong shipments in the third quarter.  Our calendar year 2007 sales
guidance is based on our assumption of relatively constant raw material
costs, modest volume growth and a stable business environment.  Based upon
this revenue outlook, we believe we can deliver another year of good
earnings growth."

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

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

                        *    *    *

As reported in the Troubled Company reporter on Aug. 23, 2006,
Standard & Poor's Rating Services removed its rating on Hickory, North
Carolina-based CommScope, Inc., from CreditWatch with negative implications
from CreditWatch, where they were placed with negative implications on Aug.
7, 2006, and affirmed the existing 'BB' corporate credit rating.  S&P said
the outlook is stable.


COMPANHIA DE SANEAMENTO: Focuses on Service Development
-------------------------------------------------------
Mauro Arce, the Sao Paulo water resources secretary and president of
Companhia de Saneamento Basico do Estado de Sao Paulo, the state water
utility, told Business News Americas that the company will concentrate on
improving and expanding services within state borders in the short term.

"The Sao Paulo state legislature passed a law permitting Sabesp (Companhia
de Saneamento) to provide services in other states and in fact outside of
Brazil.  However, today we do not have any concrete plans to expand outside
of the state.  Currently all of our efforts and investments are being
directed to bring Sao Paulo's sanitation services to first world levels,"
BNamericas states, citing Mr. Arce.

According to BNamericas, Companhia de Saneamento was showcased at the New
York Stock Exchange on Oct. 25 for its success as a model mixed capital
sanitation firm.

Mr. Arce told BNamericas, "The Inter-American Development Bank has called
Sabesp a paradigm for what sanitation companies can achieve throughout the
region.  We are sharing our experience with various sanitation companies
around Brazil and Latin America."

BNamericas underscores that Mr. Arce predicted that increasing numbers of
sanitation firms will list on domestic and international markets in the
coming years.

"Floating shares on these markets is not merely a means of generating
capital, it is also a way of increasing transparency and private sector
participation," Mr. Arce told BNamericas.

Companhia de Saneamento Basico do Estado de Sao Paulo is one of the largest
water and sewage service providers in the world based on the population
served in 2005.  It operates water and sewage systems in Sao Paulo, Brazil.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on June 23, 2006,
Standard & Poor's Ratings Services has raised its Brazilian national-scale
corporate credit rating on Companhia de Saneamento Basico do Estado de Sao
Paulo to 'brA+' from 'brA'.  At the same time, it affirmed the company's
global-scale ratings at 'BB-'.  S&P said the outlook is stable.


COMPANHIA SIDERURGICA: Cade Okays Asset Swap with Companhia Vale
----------------------------------------------------------------
Published reports say that Cade, the antitrust agency in Brazil, has
ratified a rail asset exchange between Companhia Vale do Rio Doce and
Companhia Siderurgica Nacional.

Business News Americas relates that Companhia Siderurgica and Companhia Vale
negotiated the transaction three years ago.  The transaction received
approval from the Brazilian national land transport agency in September
2003.

According to BNamericas, the accord involves:

          -- Companhia Vale's acquisition of Companhia
             Siderurgica's 11.95% stake in rail concessionaire
             Ferrovia Centro-Atlantica, and

          -- Companhia Vale offloading its 30% stake in rail
             concessionaire Companhia Ferroviaria do Nordeste to
             both Companhia Siderurgica and local equity fund
             Taquari, both of which already have 30% stakes in
             Companhia Derroviaria, while employees and other
             shareholders hold the remainder.

               About Companhia Vale do Rio Doce

Headquartered in Rio de Janeiro, Brazil, Companhia Vale do Rio Doce --
http://www.cvrd.com.br/-- engages primarily in mining and logistics
businesses. It engages in iron ore mining, pellet production, manganese ore
mining, and ferroalloy production, as well as in the production of
nonferrous minerals, such as kaolin, potash, copper, and gold.

                 About Companhia Siderurgica

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 Companhia Siderurgica 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 Companhia Siderurgica'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.


COMPANHIA SIDERURGICA: Ativa Says Merger Could be Good for Firm
---------------------------------------------------------------
"We believe this merger will be positive for CSN (Companhia Siderurgica
Nacional) if approved by shareholders in January 2007, but we think it will
face much resistance from the largest [Wheeling-Pittsburgh Corp.]
shareholders, such as the worker's union, which have an expressive stake in
the company," Ativa Corretora, a brokerage in Brazil, said in a report,
referring to the planned merger of the North America assets of Companhia
Siderurgica and Wheeling-Pittsburgh.

As reported in the Troubled Company Reporter-Latin America on Oct. 27, 2006,
Wheeling-Pittsburgh and Companhia Siderurgica entered into a definitive
agreement in which Wheeling-Pittsburgh will acquire the North American
assets of Companhia Siderurgica, creating a strong, well-capitalized steel
producer with a more flexible cost structure, broader value-added product
offering, access to Companhia Siderurgica's product and process technology,
and significant long-term earnings potential.  The definitive agreement
reflects the strategic arrangement.

The merger would create long-term value for Companhia Siderurgica since it
forms a stronger group capable of offering higher added value products with
more flexible costs.  It will also allow Companhia Siderurgica to
consolidate itself in the important North American market, Ativa Corretora
told Business News Americas.

                 About Wheeling-Pittsburgh

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


                 About Companhia Siderurgica

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 Companhia Siderurgica 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 Companhia Siderurgica'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.


GERDAU SA: Investing US$200MM in Self-Generating Power Projects
---------------------------------------------------------------
Gerdau SA could invest up to US$200 million in self-generating power
projects, Valor Economico reports.

Valor Economico relates that Gerdau would be keen on constructing power
projects in Brazil's southern, southeastern and center-western regions.

According to LatinFinance, Gerdau is close to securing a US$400-million
syndicated loan.

The loan would expire three years from the beginning of November and would
cost Gerdau Libor plus 35 basis points for two years, IFR Markets, an online
analysis service firm, told LatinFinance.

Headquartered in Porto Alegre, Brazil, Gerdau SA --
http://www.gerdau.com.br/-- produces and distributes crude steel and
related long rolled products, drawn products, and long specialty products.
In addition to Brazil, Gerdau operates in
Argentina, Canada, Chile, Colombia, Uruguay and the United States.

Gerdau's four majority-owned Brazilian operating subsidiaries are:

   -- Acominas,
   -- Gerdau Acos Longos S.A.,
   -- Gerdau Acos Especiais S.A. and
   -- Gerdau Comercial de Acos S.A.;

                        *    *    *

Gerdau SA's US$600 million 8-7/8% perpetual bond is rated Ba1 by
Moody's, BB+ by S&P, and BB- by Fitch.

                        *    *    *

As reported in the Troubled Company Reporter on March 3, 2006, Standard &
Poor's Ratings Services raised its foreign currency counterparty credit
rating on Banco Nacional de Desenvolvimento Economico e Social SA aka BNDES
to 'BB' with a stable outlook from 'BB-' with a positive outlook.  The
company's local currency credit rating was also shifted to 'BB+' with a
stable outlook from 'BB' with a positive outlook.


ING BANK: Moody's Puts Ba3 Long-Term Foreign Currency Rating
------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to ING Bank N.V. --
Sao Paulo Branch.  These are A1 long-term local currency deposit rating,
Prime-1 short-term local currency deposit ratings, Ba3 long-term foreign
currency deposit ratings and Not Prime short-term foreign currency deposit
ratings.

Moody's also assigned Brazil's national scale ratings of Aaa.br for
long-term deposit and BR-1 for short-term deposit.  All the ratings have a
stable outlook.

Moody's noted that the ratings are constrained by Brazil's local- and
foreign-currency country ceilings for bank deposits.  As a branch of ING
Bank N.V., of the Netherlands (rated by Moody's at Aa2/ P-1), ING is not
assigned a bank financial strength rating.

Moody's A1 for long-term local currency deposits reflects the head office
risk and the support provided to the branch in Brazil, particularly in the
areas of risk management, controls, product development, and distribution
capabilities.  ING enjoys strong brand name recognition in the local and
international markets as a premier wholesale bank; its branch status ensures
a flexible, agile operation and market response.

The rating agency points out that ING's extensive track record of operations
in the Brazilian financial market, where it has been operating since 1983,
reinforces management's deep knowledge of the local environment.

ING Bank-Sao Paulo had total assets of BRL3.75 billion (approximately US$1.7
billion) and equity of BRL154 million (US$71 million).

These ratings were assigned to ING Bank N.V.-Sao Paulo Branch:

   -- Global Local-Currency Deposit Rating: A1 long-term
      local-currency deposit rating, and Prime-1 short-term
      local-currency deposit rating, with stable outlook;

   -- Foreign Currency Deposit Rating: Ba3 long-term
      foreign-currency deposit rating, and Not Prime
      short-term foreign-currency deposit rating, with stable
      outlook; and

   -- Brazilian National Scale Deposit Ratings: Aaa.br
      long-term deposit rating, and BR-1 short-term deposit
      rating, with stable outlook.


MARFRIG FRIGORIFICOS: Moody's Rates US$250MM Sr. Notes at (P)B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 global local currency scale
corporate family rating to Marfrig Frigorificos e Comercio de Alimentos
Ltda. and also a (P)B1 foreign currency rating to its proposed issuance of
at least US$250 million of guaranteed senior unsecured notes due in 2016.
This is the first time that Moody's has rated Marfrig.  The rating outlook
is stable.

The (P)B1 foreign currency rating assigned to Marfrig's proposed guaranteed
senior unsecured notes assumes that at least US$225 million of the net
proceeds will be used to repay existing short- and long-term debt.  The
assignment also assumes that secured debt is at or below 20% of Marfrig's
total debt.  Moody's has reviewed preliminary draft legal documentation for
the transaction.  The rating assumes that there will be no material
variation from the drafts reviewed and that all legal agreements are legally
valid, binding and enforceable.

Soummo Mukherjee, the lead analyst at Moody's, stated, "Marfrig's B1 global
local currency rating reflects, among many factors, its exposure to food
safety and animal disease issues such as foot-and-mouth disease or FMD, the
company's commoditized portfolio of products, its generally weak corporate
governance standards and financial disclosure, and the execution risks and
higher leverage resulting from the company's more aggressive growth
strategy."

"However, the B1 rating also reflects the company's competitive
cost-structure benefiting from Brazil's positive fundamentals for the beef
sector, strong organic volume growth over the past few years, improving
market position with additions to slaughter capacity through new plants and
expansions of existing facilities, and its presence in Uruguay and
Argentina, besides Brazil," Mr. Mukherjee noted.

With net revenues of BRL1.7 billion (approx. US$800 million) for the last
twelve months ending in Sept. 30, 2006, Marfrig is significantly smaller
than most of its global peers and smaller in revenue terms than Brazilian
competitors Bertin (Ba3/outlook negative) and JBS-Friboi (B1/outlook
stable).  However, Marfrig has significantly increased its slaughter
capacity and market share in 2006 and is now only behind JBS-Friboi in Latin
America in terms of fresh meat production capacity.

Although Marfrig's sales are geographically well diversified with
approximately 50% deriving from exports, the fact that less than 50% of its
total revenues derive from developed countries offsets the benefits of such
diversity to an extent.  In terms of geographic diversification of raw
materials, the company has recently expanded its operations to Argentina and
Uruguay; however, most of its primary raw material -- cattle -- currently
still comes from Brazil.  Moody's notes, however, that Marfrig's plants are
in six different states in Brazil, offsetting to an extent the risk of its
export sales being negatively impacted by trade embargoes related to foot
and mouth disease outbreaks.

Due to its large capacity expansion program, Marfrig has not been able to
generate positive free cash flow and its debt and leverage have increased
considerably in 2006.  Moody's expects debt and leverage to remain high over
the next two years due to the company's growth strategy, which includes new
leasing agreements -- which Moody's treats as debt as per our standard
analytical adjustments, debt-financed acquisitions, and expansions of
existing facilities.

Similar to most Brazilian companies, Marfrig does not have any committed
bank credit facilities, which we view as a credit negative. Marfrig does,
however, have approximately US$218 million (BRL470 million) available in
uncommitted lines at the end of October 2006, which it could use for its
working capital and capital expenditure needs.  The company is, however, in
the process of adopting a formal policy to maintain at least BRL100 million
of cash at all times for liquidity purposes.  Additionally, the company is
also committed to maintaining at the minimum US$80 million of availability
under its uncommitted lines for liquidity purposes -- a provision that will
also be added to the company's bylaws.  Moody's also notes that the
company's planned issuance of at least US$250 million of notes, of which we
expect at least US$225 million to be used to prepay debt, will help the
company lengthen its debt maturity profile.

Moody's views Marfrig's privately held and family-owned status as factoring
into the company's generally weak corporate governance practices.  As a
privately held limited company, Marfrig is not subject to most of the
corporate governance and financial reporting practices of a publicly traded
company.  Moreover, Moody's views as a credit negative the fact that the
company does not report an audited cash-flow statement.  However, Moody's
views positively the company's plans for an organizational restructuring by
January 2007, changing its entity status from a limited company to an S.A.,
"sociedade anonima" under the Brazilian corporate law, which would increase
the company's overall disclosure.

The stable outlook is based on the expectation that Marfrig will be able to
successfully execute its growth strategy, deliver some improvement on its
operating margins, while maintaining Total Debt to EBITDA below 5.0 times.

Marfrig's rating would likely be downgraded if its growth strategy, and the
planned capital spending and execution challenges it entails, result in
weaker operating margins and credit metrics such that total debt to EBITDA
in any one fiscal year weakens to 5.5 times, free cash flow/debt remains
negative beyond 2008, or retained cash flow / net debt remains below 10% at
the end of FY 2007.  Marfrig's rating could also come under negative
pressure if liquidity comes under pressure because the company fails to term
out its current high level of short-term debt.  Finally, the B1 rating would
also come under downward pressure if the company fails to comply with its
stated liquidity policy of maintaining at least US$80 million of
availability in its uncommitted bank lines and a BRL100 million cash reserve
cushion at all times.

Positive rating momentum would require the company to successfully delivery
on its growth strategy, leading to operating margin improvement and ability
to generate positive free cash flow on a consistent basis.  In addition Debt
/ EBITDA would consistently have to fall in the 3.0 -- 4.0 times range on a
three-year average for an upgrade to be considered.

Headquartered in Sao Paulo, Brazil, Marfrig is one of the largest beef
processing companies in Brazil.  With processing plants in Brazil, Argentina
and Uruguay, Marfrig processes, prepares packages and delivers fresh,
chilled and processed beef products to customers in Brazil and abroad, with
approximately 50% of its sales derived from exports.  Along with its beef
products, the company also delivers additional food products that it imports
or acquires in the local market.


PETROLEO BRASILEIRO: May Develop Mexilhao Field without Repsol
--------------------------------------------------------------
A source from Petroleo Brasileiro SA, the state-owned oil firm of Brazil,
told Estado Newswire that the company is about to cancel an agreement with
Repsol YPF SA regarding the joint development of the former's Mexilhao
natural gas field.

According to Dow Jones Newswires, Petroleo Brasileiro is the sole owner of
exploration rights for Mexilhao, which is located in the Santos Basin off
the coast of Sao Paulo.

Since early 2005 Petroleo Brasileiro and Repsol had studied a joint
development of Mexilhao, Estado says, citing the source.

The source told Dow Jones, "The initial idea was to share investments, which
were considered very high considering the risks at this mega-field.  As time
went by, the risk diminished as we are getting to know better the
characteristics of the field and find efficient technological solutions."

However, a source from Repsol told Dow Jones that there is still hope for a
joint development ahead of a January 2007 deadline for the conclusion of
negotiations between Petroleo Brasileiro and Repsol on Mexilhao.

Petroleo Brasileiro said in its quarterly magazine that it will begin
producing up to 9 million cubic meters of natural gas per day from Mexilhao
in the first half of 2009.

Production at Mexilhao is then slated to rise to 15 million cubic meters
daily by 2010 or 2011, Petroleo Brasileiro told Dow Jones.

Dow Jones relates that Petroleo Brasileiro expects that investments for the
development of Mexilhao will be US$2 billion.  In 2005, however, Petroleo
Brasileiro had estimated investments for Mexilhao at US$3 billion.

Petroleo Brasileiro had been keen on connecting the development of Mexilhao
to a wider accord with Repsol that could have included the latter's assets
in Argentina and Bolivia, Dow Jones states.

However, after Bolivia's oil and gas nationalization declaration in May,
Petroleo Brasileiro lost interest in Repsol's Bolivian assets, Dow Jones
reports, citing the Petroleo Brasileiro source.

                        About Repsol

Repsol YPF, SA, is an integrated oil and gas company engaged in all aspects
of the petroleum business, including exploration, development and production
of crude oil and natural gas, transportation of petroleum products,
liquefied petroleum gas and natural gas, petroleum refining, petrochemical
production and marketing of petroleum products, petroleum derivatives,
petrochemicals, LPG and natural gas.

                        About YPF SA

YPF SA is an integrated oil and gas company engaged in the exploration,
development and production of oil and gas and natural gas and
electricity-generation activities (upstream), the refining, marketing,
transportation and distribution of oil and a range of petroleum products,
petroleum derivatives, petrochemicals and liquid petroleum gas (downstream).
Repsol, which holds 99.04% of YPF's shares, controls YPF.

                   About Petroleo Brasileiro

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

                        *    *    *

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

                        *    *    *

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

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

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


PETROLEO BRASILEIRO: Mulls Thermo Plant Project with Uruguay
------------------------------------------------------------
Petroleo Brasileiro SA, the state-owned oil company of Brazil, is studying
plans on constructing a US$200-million thermo plant with UTE, the state
power firm of Uruguay, Business News Americas reports, citing Ariel
Ferragut, the latter's spokesperson.

According to BNamericas, the 200-megawatt, diesel-fired plant will be built
in the Maldonado department in Uruguay.

Mr. Ferragut told BNamericas that the plant could operate on another power
source likes natural gas and coal, depending on availability and prices.

Petroleo Brasileiro and UTE would start international tenders for the
plant's construction and equipment supply, once the two firms agree on
developing the project, BNamericas says, citing Mr. Ferragut.

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro
SA aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp-- was
founded in
1953.  The company explores, produces, refines, transports, markets,
distributes oil and natural gas and power to various wholesale customers and
retail distributors in Brazil.

Petrobras has operations in China, India, Japan, and Singapore.

                        *    *    *

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

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

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

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


SANTANDER BANESPA: Posts BRL418MM Third Quarter 2006 Net Profits
----------------------------------------------------------------
Santander Banespa's net profits decreased 1.88% to BRL418 million in the
third quarter of 2006, from the BRL425 million in the third quarter of 2005,
Business News Americas reports.

According to BNamericas, Santander Banespa's profits for the first nine
months of 2006 decreased 38% to BRL890 million, from BRL1.44 billion in the
same period in 2005.

Santander Banespa said that the decrease in earnings to a non-recurring gain
of BRL635 million in 2006 was due to the sale of its 19.5% stake in AES
Tiete in a public offering, BNamericas relates.

Santander Banespa told BNamericas that discounting the one-time gain, the
company would have recorded an 11% boost in the nine-month 2006 profits,
compared with the same period in 2005.

Jose Paiva Ferreira, Santander Banespa's vice president of marketing and
business, told the press that the firm boosted lending by 24.2% to BRL32.5
billion in September 2006, compared with the same period in 2005.  Retail
loans rose 30.3% during the third quarter 2006, with a 28.5% growth in
consumer credit that includes:

          -- vehicle financing,
          -- personal loans, and
          -- credit cards.

Commercial loans rose 20.1% in September 2006, compared with the same month
in 2005, BNamericas says, citing Mr. Ferreira.

BNamericas underscores that despite higher retail lending, Santander
Banespa's non-performing loan ratio increased slightly and closed the third
quarter at 5.2%.  Santander Banespa includes loans overdue by more than 60
days in its non-performing loan ratio.

"People went into debt at the beginning of the year and then they began to
manage their bills better.  Now they are starting to pay overdue loans," Mr.
Ferreira told BNamericas.

The Santander Banespa group is comprised of Santander Brasil, Santander,
Santander Meridional and Banespa, and is a subsidiary of Spanish financial
group Grupo Santander.  Santander Banespa is the biggest foreign-owned bank
in Brazil and the fourth largest on the overall ranking for private banks.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Sept. 8, 2006, Standard & Poor's Ratings Services assigned its
'BB/B' counterparty credit rating to Banco Santander Banespa
SA


TELE NORTE: Advisory Group Against Corporate Restructuring
----------------------------------------------------------
Published reports say that the Institutional Shareholders Service, a proxy
advisory organization in the United States, has recommended that Tele Norte
Leste Participacoes SA shareholders reject the latter's corporate
restructuring proposals.

Business News Americas relates that the Institutional Shareholders is highly
influential among international investors, which make up 65% of Tele Norte's
total preferential shareholders.

Tele Norte shareholders were preparing to vote on the restructuring plan at
a general meeting set for Nov. 13, BNamericas says.

According to BNamericas, Tele Norte's plan is to:

          -- the simplify the hierarchy of its units:

             * Telemar Participacoes,
             * Tele Norte Leste Participacoes, and
             * Telemar Norte Leste; and

          -- bring its shareholders together under once company.

BNamericas underscores that the restructuring would involve a major share
exchange program, with each preferential share being exchanged for an
ordinary share.

The Institutional Shareholders told BNamericas that the fragmentation of
Tele Norte's capital and the conversion of preferential shares into ordinary
shares will substantially dilute the position of the preferential
shareholders, whose lack of a vote renders them powerless.  The
Institutional Shareholders also criticized the share price calculation
method used by Rothschild, an investment bank, to design the reorganization
proposal.

There is research for and against the proposal, BNamericas says, citing Jose
Luiz Salazar, the chief financial officer of Tele Norte.

Mr. Salazar told BNamericas, "[The ISS (Institutional Shareholders)
research] is as important as other [research] that has already been done
concerning the company's restructuring."

Either group also implied that the research would not help Tele Norte's
shareholders, BNamericas notes.

Fabio Cardoso, a representative from Maxima Asset Management, told
BNamericas, "ISS is shooting itself in the foot.  If you don't agree with
the plan, it is better to sell the shares rather than hope that shareholders
will vote against the restructuring.  If the plan is rejected, the share
will still fall [in value]."

Other international shareholders are also against the restructuring plan.
Brandes Investment Partners has tried obstructing the restructuring plan,
saying that it would be detrimental to preferential shareholders, BNamericas
states.

Headquartered in Rio de Janeiro, Brazil, Tele Norte Leste Participacoes
SA -- http://www.telemar.com.br-- is a provider of fixed-line
telecommunications services in South America.  The company markets its
services under its Telemar brand name.  Tele Norte's subsidiaries include:

          -- Telemar Norte Leste SA,
          -- TNL PCS SA,
          -- Telemar Internet Ltda., and
          -- Companhia AIX Participacoes SA.

                        *    *    *

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


TELE NORTE: Posts BRL270 Million Third Quarter 2006 Net Profits
---------------------------------------------------------------
Tele Norte Leste Participacoes SA said in a statement that its inet profits
declined 10.4% to BRL270 million in the third quarter of 2006, from BRL301
million in the same quarter of 2005.

According to Business News Americas, the net profit of Tele Norte suffered
from higher operational costs that increased 11% to BRL2.76 billion,
compared with BRL2.49 billion in the same quarter of 2005.

Tele Norte said in a statement that Tele Norte's interconnection costs rose
43% to BRL793 million contributing to a lower bottom line.

BNamericas underscores that Tele Norte's consolidated Ebitda was BRL1.55
billion in the third quarter of 2006, compared with the BRL1.75 billion in
the third quarter of last year.  Its Ebitda margins decreased to 36% from
41.3%.

Tele Norte's net revenues between July and September this year increased
slightly to BRL4.31 billion from BRL4.23 billion in the third quarter of
2006, compared with the third quarter of 2005, BNamericas notes.  The
company's gross revenues totaled BRL6.17 billion in the third quarter of
2006, from BRL6.03 billion in the same quarter of 2005.

BNamericas relates that the Tele Norte group attracted about 617,000 new
subscribers in the third quarter of 2006, bringing its total client base to
28.1 million.

Luciana Leocadio, an analyst at Ativa Corretora, said in a report that Tele
Norte obtained positive results in its mobile and broadband sales.

Headquartered in Rio de Janeiro, Brazil, Tele Norte Leste Participacoes
SA -- http://www.telemar.com.br-- is a provider of fixed-line
telecommunications services in South America.  The company markets its
services under its Telemar brand name.  Tele Norte's subsidiaries include:

          -- Telemar Norte Leste SA,
          -- TNL PCS SA,
          -- Telemar Internet Ltda., and
          -- Companhia AIX Participacoes SA.

                        *    *    *

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


UNIAO DE BANCOS: Approves Goodwill Amortization Period Change
-------------------------------------------------------------
Unibanco or Uniao de Bancos Brasileiros SA's board of directors approved on
Oct. 26, the goodwill amortization period change proposed by the board of
executive officers.

The executive officers' proposal includes:

   1. Change of the goodwill amortization period

      The maximum period for amortization of goodwill from the
      acquisition of controlled companies will be of 5 years,
      instead of 10 years.

   2. The Consolidated Financial Statements of the third quarter
      of 2006 shall reflect the extraordinary effect, in the
      total amount of BRL(464) million, as a result of the
      mentioned acceleration.  The tax credits related to the
      amortization above will be entirely offset by the
      constitution of additional provisions.

   3. The calculation of the Interest on the Capital Stock
      and/or Dividends related to the fiscal year of 2006 will
      not be affected by the extraordinary impact of the
      acceleration of the goodwill amortization.  The total
      amount of Interest on the Capital Stock/Dividends will be,
      at least, of 35% of the net profit of the fiscal year,
      disregarding the extraordinary effect of the goodwill
      amortization on the third quarter of 2006, after the
      constitution of the legal reserve.

Headquartered in Sao Paulo, Brazil, Uniao de Bancos Brasileiros SA --
http://www.unibanco.com/-- is a full-service financial institution
providing a range of financial products and services to a diversified
individual and corporate customer base throughout Brazil.  The company's
businesses comprise segments: Retail, Wholesale, Insurance and Pension Plans
and Wealth Management.  Uniao de Bancos and its associated companies
Fininvest, LuizaCred, PontoCred and Tecban (Banco 24 Horas) offer a network
composed of 17,000 points of service.  It also counts on 7,580 automated
teller machines and all 30 Hours' products and services, including the
telephone service and the Internet banking.  The company's international
network consists of branches in Nassau and the Cayman Islands;
representatives offices in New York; banking subsidiaries in Luxembourg, the
Cayman Islands and Paraguay; and a brokerage firm in New York (Unibanco
Securities Inc.).

                        *    *    *

As reported on Sept. 4, 2006, Moody's Investors Service upgraded these
ratings of Uniao de Bancos Brasileiros SA:

   -- long-term foreign currency deposits to Ba3 from Ba1; and

   -- long- and short-term global local currency deposit ratings
      to A1/Prime-1 from A3/Prime-2.

Moody's rating action was the direct result of the upgrade of
Brazil's country ceiling for foreign currency bonds and notes to
Ba2, from Ba3, as well as Brazil's country ceiling for foreign currency bank
deposits to Ba3, from B1, and the local currency bank deposit ceiling to A1,
from A3.


YPF SA: Parent Firm May Lose Accord with Petroleo Brasileiro
------------------------------------------------------------
Repsol, the parent company of YPF SA, may lose a joint development accord
with Petroleo Brasileiro SA, the state-owned oil firm of Brazil, Dow Jones
Newswires reports.

A source from Petroleo Brasileiro told Estado Newswire that the company is
about to cancel an agreement with Repsol regarding the joint development of
the former's Mexilhao natural gas field.

According to Dow Jones, Petroleo Brasileiro is the sole owner of exploration
rights for Mexilhao, which is located in the Santos Basin off the coast of
Sao Paulo.

Since early 2005 Petroleo Brasileiro and Repsol had studied a joint
development of Mexilhao, Estado says, citing the source.

The source told Dow Jones, "The initial idea was to share investments, which
were considered very high considering the risks at this mega-field.  As time
went by, the risk diminished as we are getting to know better the
characteristics of the field and find efficient technological solutions."

However, a source from Repsol told Dow Jones that there is still hope for a
joint development ahead of a January 2007 deadline for the conclusion of
negotiations between Petroleo Brasileiro and Repsol on Mexilhao.

Petroleo Brasileiro said in its quarterly magazine that it will begin
producing up to 9 million cubic meters of natural gas per day from Mexilhao
in the first half of 2009.

Production at Mexilhao is then slated to rise to 15 million cubic meters
daily by 2010 or 2011, Petroleo Brasileiro told Dow Jones.

Dow Jones relates that Petroleo Brasileiro expects that investments for the
development of Mexilhao will be US$2 billion.  In 2005, however, Petroleo
Brasileiro had estimated investments for Mexilhao at US$3 billion.

Petroleo Brasileiro had been keen on connecting the development of Mexilhao
to a wider accord with Repsol that could have included the latter's assets
in Argentina and Bolivia, Dow Jones notes.

However, after Bolivia's oil and gas nationalization declaration in May,
Petroleo Brasileiro lost interest in Repsol's Bolivian assets, Dow Jones
states, citing the Petroleo Brasileiro source.

                About Petroleo Brasileiro

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

                        About Repsol

Repsol YPF, SA, is an integrated oil and gas company engaged in all aspects
of the petroleum business, including exploration, development and production
of crude oil and natural gas, transportation of petroleum products,
liquefied petroleum gas and natural gas, petroleum refining, petrochemical
production and marketing of petroleum products, petroleum derivatives,
petrochemicals, LPG and natural gas.

                        About YPF SA

YPF SA is an integrated oil and gas company engaged in the exploration,
development and production of oil and gas and natural gas and
electricity-generation activities (upstream), the refining, marketing,
transportation and distribution of oil and a range of petroleum products,
petroleum derivatives, petrochemicals and liquid petroleum gas (downstream).
Repsol, which holds 99.04% of YPF's shares, controls YPF.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on June 9, 2006,
under the revised foreign currency ceilings, Moody's Investors Service
upgraded YPF Sociedad Anonima's Foreign Currency Corporate Family Rating to
B2 from B3 with negative outlook.




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


ALTON HOLDINGS: Last Day to File Proofs of Claim Is on Nov. 16
--------------------------------------------------------------
Alton Holdings Ltd.'s creditors are required to submit proofs of claim by
Nov. 16, 2006, to the company's liquidator:

          Royhaven Secretaries Limited
          Coutts (Cayman) Limited
          Coutts House, 1446 West Bay Road
          P.O. Box 707, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 16 deadline won't receive
any distribution that the liquidator will make.  Creditors are required to
present proofs of claim personally or through their solicitors.

Alton Holdings' shareholders agreed on Sept. 29, 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:

          Lesley S Walker
          P.O. Box 707, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 945-4777
          Fax: (345) 945-4799


CZ SKYLARK: Deadline for Proofs of Claim Filing Is on Nov. 16
-------------------------------------------------------------
CZ Skylark Ltd.'s creditors are required to submit proofs of claim by Nov.
16, 2006, to the company's liquidator:

          Trident Directors (Cayman) Ltd.
          P.O. Box 847
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 16 deadline won't receive
any distribution that the liquidator will make.  Creditors are required to
present proofs of claim personally or through their solicitors.

CZ Skylark's shareholders agreed on Sept. 4, 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:

          Kimbert Solomon
          P.O. Box 847, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 949 0880
          Fax: (345) 949 0881


DORIC KASAGI FUND: Filing of Proofs of Claim Is Until Nov. 16
-------------------------------------------------------------
Doric Kasagi Fund's creditors are required to submit proofs of claim by Nov.
16, 2006, to the company's liquidators:

          John Cullinane
          Derrie Boggess
          c/o Walkers SPV Limited
          P.O. Box 908, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 914-6305

Creditors who are not able to comply with the Nov. 16 deadline won't receive
any distribution that the liquidator will make.  Creditors are required to
present proofs of claim personally or through their solicitors.

Doric Kasagi's shareholders agreed on Sept. 29, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


DORIC KASAGI US: Claims Filing Deadline Is Set for Nov. 16
----------------------------------------------------------
Doric Kasagi US Feeder Fund's creditors are required to submit proofs of
claim by Nov. 16, 2006, to the company's liquidators:

          John Cullinane
          Derrie Boggess
          c/o Walkers SPV Limited
          P.O. Box 908, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 914-6305

Creditors who are not able to comply with the Nov. 16 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Doric Kasagi's shareholders agreed on Sept. 29, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


DORIC KASAGI FEEDER: Proofs of Claim Filing Is Until Nov. 16
------------------------------------------------------------
Doric Kasagi Feeder Fund's creditors are required to submit proofs of claim
by Nov. 16, 2006, to the company's liquidators:

          John Cullinane
          Derrie Boggess
          c/o Walkers SPV Limited
          P.O. Box 908, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 914-6305

Creditors who are not able to comply with the Nov. 16 deadline won't receive
any distribution that the liquidator will make.  Creditors are required to
present proofs of claim personally or through their solicitors.

Doric Kasagi's shareholders agreed on Sept. 29, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


EMOSYN LTD: Creditors Must Submit Proofs of Claim by Nov. 16
------------------------------------------------------------
Emosyn Ltd.'s creditors are required to submit proofs of claim by Nov. 16,
2006, to the company's liquidators:

          Jack K. Lai
          Campbell Corporate Services Limited
          P.O. Box 268, George Town, Scotia Centre
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 16 deadline won't receive
any distribution that the liquidator will make.  Creditors are required to
present proofs of claim personally or through their solicitors.

Emosyn Ltd.'s shareholders agreed on Oct. 4, 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:

          Arthur O. Whipple
          Campbell Corporate Services Limited
          P.O. Box 268, George Town, Scotia Centre
          Grand Cayman, Cayman Islands
          Tel: 345 949 2648
          Fax: 345 949 8613


IAM INVESTMENT: Proofs of Claim Filing Deadline Is on Nov. 16
-------------------------------------------------------------
IAM Investment Company (Cayman Islands) Ltd.'s creditors are required to
submit proofs of claim by Nov. 16, 2006, to the company's liquidators:

          S.L.C. Whicker
          K.D. Blake
          KPMG
          P.O. Box 493, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 16 deadline won't receive
any distribution that the liquidator will make.  Creditors are required to
present proofs of claim personally or through their solicitors.

IAM Investment's shareholders agreed on Sept. 26, 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:

          Dorra Mohammed
          P.O. Box 493, George Town
          Grand Cayman, Cayman Islands
          Tel: 345-949-4800
          Fax: 345-949-7164


LONGHORN CDO II: Creditors Must File Proofs of Claim by Nov. 16
---------------------------------------------------------------
Longhorn CDO II, Ltd.'s creditors are required to submit proofs of claim by
Nov. 16, 2006, to the company's liquidators:

          John Cullinane
          Derrie Boggess
          c/o Walkers SPV Limited
          P.O. Box 908, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 914-6305

Creditors who are not able to comply with the Nov. 16 deadline won't receive
any distribution that the liquidator will make.  Creditors are required to
present proofs of claim personally or through their solicitors.

Longhorn CDO II's shareholders agreed on Oct. 4, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.


NATIONAL WARRANTY: Liquidators Call for Eligible Claims
-------------------------------------------------------
G.T.L. Bullmore and S.L.C. Whicker, the joint official liquidators of
National Warranty Insurance Risk Retention Group ask parties who wish to
make a claim against NWIG with respect to vehicle service contracts backed
by the company to file their claims.

Parties who want to assert a claim are directed to download a claim form at
National Warranty's Web site or call 1-877-750-6944 to request a copy of the
form.  All claim form must be submitted by Nov. 30, 2006, to:

        Joint Official Liquidators of NWIG
        c/o Suite 202
        Grand Central Court
        620 N 48th Street
        Lincoln, NE 68505-0846

The joint official liquidators will review all claims filed.
They caution that National Warranty is insolvent and accepted claims will
probably not be paid in full.

The liquidators add that the ability to claim of parties with vehicle
warranties issued by SC&E Administrative Services Inc.,
American Prime Asset or Triad Marketing Group LLC, may have been affected by
the certification of a class of creditors in litigation to which S&CE, Triad
and APA are party.  According to the liquidators, a claim will be submitted
on behalf of these parties and they cannot directly lay a claim against
National
Warranty.

Based in Lincoln, Nebraska and incorporated in the Cayman Islands, National
Warranty Insurance Co. -- http://www.nwig.com/-- insured, reinsured,
designed, and administered mechanical related warranties.  In June 2004, the
Grand Court of the Cayman Islands declared the company insolvent and
appointed Theo Bullmore and Simon Whicker, partners of KPMG in the Cayman
Islands, as Joint Official Liquidators.


NICHOLAS-APPLEGATE: Proofs of Claim Must be Filed by Nov. 16
------------------------------------------------------------
Nicholas-Applegate U.S. Convertible Arbitrage Fund, Ltd.'s creditors are
required to submit proofs of claim by
Nov. 16, 2006, to the company's liquidator:

          Q&H Nominees Ltd.
          P.O. Box 1348, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 16 deadline won't receive
any distribution that the liquidator will make.  Creditors are required to
present proofs of claim personally or through their solicitors.

Taurus Fund's shareholders agreed on Oct. 3, 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:

          Greg Link
          P.O. Box 1348, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 949 4123
          Fax: 949 4647


PARMALAT: Meeting of Parmalat Capital Creditors Set for Nov. 9
--------------------------------------------------------------
Gordon I. MacRae and James Cleaver of Kroll (Cayman) Ltd., the Joint
Official Liquidators for Parmalat Capital Finance Ltd., will convene a
meeting of Parmalat Capital's creditors on
Nov. 9, 2006, at 10:30 a.m. (US) EDT.  The meeting will be held at Kroll
Cayman's offices, 4th floor, Bermuda House, Dr. Roy's Drive, George Town,
Grand Cayman, Cayman Islands.

The purpose of the meeting is to consider, and if applicable,
adopt a resolution establishing a liquidation committee.

The meeting is open to registered creditors of Parmalat Capital.
All creditors are requested to attend the meeting.

A registered creditor is one that will have provided the Liquidators with a
complete proof of debt form and supporting documentation by Nov. 3, 2006.
Registered creditors may vote in person or may appoint another person as
their proxy to attend and vote in their place.  Those who intend to appoint
a proxy must complete a proxy form and return it to the Liquidators by
Nov. 8.

Parmalat Capital is "under winding up proceedings " before the Grand Court
of the Cayman Islands.

                        About Parmalat

Headquartered in Wallington, New Jersey, Parmalat USA Corp. --
http://www.parmalatusa.com/-- together with Milk Products of Alabama, LLC,
and Farmland Dairies, LLC filed Chapter 11 petitions on Feb. 24, 2004
(Bankr. S.D.N.Y. Case No. 04-11139).
Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges
LLP, represent the U.S. Debtors.  When the U.S. Debtors filed for bankruptcy
protection, they reported more than US$200 million in assets and debts.  The
U.S. Debtors emerged from bankruptcy on April 13, 2005.

The U.S. Debtors' parent company, Parmalat SpA and its Italian affiliates,
filed separate petitions for Extraordinary
Administration before the Italian Ministry of Productive
Activities and the Civil and Criminal District Court of the City of Parma,
Italy on Dec. 24, 2003.  Dr. Enrico Bondi was appointed Extraordinary
Commissioner in each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No. 04-14268, in
the United States Bankruptcy Court for the Southern District of New York.
Dr. Bondi is represented by Mr. Holtzer and Ms. Goldstein at Weil Gotshal &
Manges LLP in the Sec. 304 case.

Parmalat has three financing arms: Parmalat Capital Finance
Ltd., Dairy Holdings, Ltd., and Food Holdings, Ltd.  Dairy
Holdings and Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat SpA.  The Finance Companies are under separate
winding up petitions before the Grand Court of the Cayman Islands.  Gordon
I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the cases.  On Jan.
20, 2004, the Liquidators filed Sec. 304 petition, Case No. 04-10362, in the
United States Bankruptcy Court for the Southern District of New York.  In
May 2006, the Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon,
Herlands Randolph, represent the Finance Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat Debtors' U.S.
cases.


PARMALAT SPA: 35,000 Plaintiffs to Join Parma Civil Suit
--------------------------------------------------------
The Hon. Judge Domenico Truppa of the Court of Parma, Italy is allowing
35,000 plaintiffs to participate in a civil case filed against Parmalat
S.p.A., Agence France Presse says.

Judge Truppa selected 35,000 plaintiffs from 42,000 applicants to represent
some 135,000 investors who lost around EUR14 billion when Parmalat collapsed
in December 2003.

The civil case accuses 64 defendants, including Parmalat founder Calisto
Tanzi, former Chief Financial Officer Fausto Tonna, accountants, auditors
and bankers and former board members, of fraudulent bankruptcy and false
accounting, AFP relates.

The proceedings related to Parmalat's collapse began on
June 5, 2006.

Mr. Tanzi and his co-accused are also under trial in Milan for stock price
manipulation and releasing false information.

Judge Truppa slated the next preliminary hearing for Nov. 22.

                       About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that can be stored
at room temperature for months.  It also has 40-some brand product line,
which includes yogurt, cheese, butter, cakes and cookies, breads, pizza,
snack foods and vegetable sauces, soups and juices.

The Company's U.S. operations filed for chapter 11 protection on Feb. 24,
2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer, Esq., and Marcia L.
Goldstein, Esq., at Weil Gotshal & Manges LLP, represent the Debtors.  When
the U.S. Debtors filed for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate petitions for
Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.  Dr. Enrico
Bondi was appointed Extraordinary Commissioner in each of the cases.  The
Parma Court has declared the units insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No. 04-14268, in
the United States Bankruptcy Court for the Southern District of New York.


TAURUS FUND: Last Day for Proofs of Claim Filing Is on Nov. 16
--------------------------------------------------------------
Taurus Fund Ltd.'s creditors are required to submit proofs of claim by Nov.
16, 2006, to the company's liquidators:

          Stuart K. Sybersma
          Ian A N Wight
          Deloitte
          P.O. Box 1787, George Town
          Grand Cayman, Cayman Islands

Creditors who are not able to comply with the Nov. 16 deadline won't receive
any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or through
their solicitors.

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

Parties-in-interest may contact:

          Mervin Solas, Deloitte
          P.O. Box 1787, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 949 7500
          Fax: (345) 949 8258




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


CELLSTAR CORP: Earns US$972,000 in Third Quarter Ended Aug. 31
--------------------------------------------------------------
CellStar Corp. reported income from continuing operations of
US$993,000 compared with a loss of US$1.962 million in 2005.

For the third fiscal quarter ended Aug. 31, 2006, the Company reported
consolidated net income of US$972,000 compared with a consolidated net loss
of US$7.573 million in 2005.

The net loss in the third quarter of 2005 included a loss from discontinued
operations of US$5.6 million related to the Company's operations in the
Asia-Pacific Region.

The Company also reported revenues in the third quarter of 2006 of US$237.8
million compared with US$277.7 million in 2005.  Revenues increased
US$900,000 in the Latin American Region and were offset by a decline in the
North American Region of US$40.8 million.

Robert Kaiser, the chairperson of the board and chief executive officer of
CellStar Corp., said, "All of our Regions were profitable this quarter,
resulting in our third consecutive profitable quarter this year.  Despite a
drop in revenues, gross profit and margins have improved and operating
expenses are down on a year-to-date basis compared to last year."

As of Aug. 31, 2006, the CellStar Corp. reported year-to-date income from
continuing operations of US$5.2 million compared with a loss of US$7.2
million in 2005.

Year-to-date through Aug. 31, 2006, CellStar reported consolidated net
income of US$5.8 million compared with a consolidated net loss of US$21.3
million in 2005.

The net income in 2006 includes income from discontinued operations, related
to the CellStar Corp.'s operations in the Asia-Pacific Region, of US$600,000
compared with a loss of US$14.2 million in 2005.

CellStar Corp. reported year-to-date revenues through
Aug. 31, 2006, of US$660.3 million compared with US$766.5 million in 2005.
Revenues declined in the North American Region by US$23.0 million and
US$83.3 million in the Latin American Region.  The drop in revenues in the
North American Region was due primarily to the loss of a portion of the
region's insurance replacement business in April 2006 and a decline in its
indirect channel business.

These reductions were partially offset by an increase in the Region's
regional carrier group.  The decline in revenues in the
Latin American Region was primarily in the Miami operations as a result of
reduced handset sales to Telefonica Moviles SA, a carrier customer in
Colombia.

During 2005, Telefonica ran aggressive promotions and initiated a technology
transition from CDMA to GSM.  The Miami operations supported this transition
throughout 2005 by supplying Telefonica with low-end handsets.

CellStar Corp. believes the transition was substantially completed in 2005.

Mr. Kaiser stated, "In the US, year-to-date revenues in the regional carrier
channel are approximately 19% ahead of last year when we reported record
revenues in that channel.  In our Latin American operations, we are
experiencing a boost in revenues from America Movil's aggressive rollout in
Chile.  We are also pleased to report record activations in our Mexico
operations this quarter."

Revenues for the third quarter of 2006 in the North American Region were
US$88.7 million, compared with US$129.5 million in 2005.  The decrease in
revenues was primarily due to the loss of a portion of the region's
insurance replacement business and a decline in its indirect channel
business.

The North American Region represented 37% of the CellStar Corp.'s total
revenues compared with 47% in the third quarter of 2005.  The company's
North American Region generated operating income of US$2.6 million in the
third quarter, compared with US$1 million for the same period in 2005.  The
increase in operating income was due to an overall margin improvement in the
region as well as a reduction in selling, general and administrative
expenses.

CellStar Corp.'s operations in the Latin American Region provided US$149.1
million of revenues in the third quarter of 2006, compared with US$148.2
million in 2005.

Revenues increased in the operations in Chile and Miami and were
partially offset by a decline in revenues in CellStar Corp.'s Mexico
operations.  Revenues in the company's operations in Chile increased from
US$3.7 million in the third quarter of 2005 to US$12.5 million in 2006.

America Movil purchased in 2005 Smartcom, the third largest carrier in Chile
and the CellStar Corp.'s largest customer in Chile, and has launched
aggressive promotions consisting of primarily low-end handsets.

CellStar Corp. expects to continue to experience upside in the near future
and revenues for future quarters are expected to be higher than the prior
year comparable quarter.

CellStar Corp.'s Miami operations reported revenues of US$61.7 million in
the third quarter of 2006 compared with US$59.8 million in the third quarter
of 2005.

CellStar Corp.'s revenues in Mexico declined to US$74.8 million compared
with US$84.7 million in 2005.  During 2005, the operations in Mexico
benefited from the launch of new handset models.  Despite the drop in
revenues, activations in the Mexico operations have grown 50%, from 101,000
in the third quarter of 2005 to 152,000 this quarter.

The Latin American Region represented 63% of the CellStar Corp.'s total
revenues in the third quarter, compared with 53% in 2005.

Operating income in CellStar Corp.'s Latin American Region was US$4.7
million in the third quarter of 2006, compared with US$2.9 million in 2005.

CellStar Corp.'s consolidated gross profit increased to US$16.4 million in
the third quarter of 2006 compared with US$12.8 million in 2005.  Gross
profit as a percentage of revenues was 6.9% compared with 4.6% in the third
quarter of 2005.  The increase in gross profit and the gross profit
percentage was primarily in the operations in Mexico and in the North
American Region.  The increase in Mexico was a result of the company's joint
venture, which generates revenues from retail activations and has higher
margins than the operations' traditional distribution business.  The
improvement in North America was due to overall margin improvements in the
region.

SG&A expenses were relatively flat, US$12.4 million in the third quarter of
2006 compared with US$12.6 million in the third quarter of 2005.  SG&A
expenses declined by US$1.7 million in the North American and Corporate
segments as a result of CellStar Corp.'s efforts to align overhead expenses
with its remaining operations.  These decreases were partially offset by
increases in the Mexico operations as a result of the company's joint
venture.

CellStar Corp.'s interest expense was US$0.6 million in the third quarter
compared with US$1.1 million in the third quarter 2005.  The loss on sales
of accounts receivable was US$900,000 compared with US$1.1 million in the
third quarter of 2005.

The income tax expense of CellStar Corp. was US$800,000 in 2006 compared
with a zero tax expense in 2005.  Although the company had a loss before
income taxes in 2005, the company did not recognize a benefit for the
operating losses as the company did not consider it more likely than not
that the benefit of the operating losses would be realized.

For 2006 CellStar Corp. expects to utilize net operating tax loss
carryforwards to offset any 2006 tax liability, except for certain minimum
taxes, withholding taxes and taxes relating to the company's joint venture
in Mexico.

Taxes are provided on the joint venture at the statutory rate as CellStar
Corp. does not have net operating loss carryforwards related to the joint
venture.

                   Discontinued Operations

During the third quarter of 2005, CellStar Corp. recorded a loss from
discontinued operations, related to the company's operations in the
Asia-Pacific Region, of US$5.6 million compared with a loss of US$21,000 in
the third quarter of 2006.

                  Consolidated Balance Sheet

At Aug. 31, 2006, CellStar Corp.'s balance sheet showed US$190.993 million,
US$175.406 million, and US$15.587 million.

Cash and cash equivalents increased to US$26.5 million from US$18.2 million
at May 31, 2006.

The balance sheet changes led to a usage of cash from operating activities
of US$5.4 million in the third quarter of 2006.

Accounts receivable increased US$6.7 million from US$65.4 million at May 31,
2006, to US$72.1 million at Aug. 31, 2006.  Accounts receivable in the
CellStar Corp.'s Latin American Region increased by US$5.8 million and the
North American Region increased by US$900,000.  Accounts receivable days
sales outstanding for the period ended Aug. 31, 2006, based on monthly
accounts receivable balances, were 27.0 compared to 31.7 at
May 31, 2006.

Inventory declined US$14.5 million to US$71.8 million at
Aug. 31, 2006, compared with US$86.3 million at May 31, 2006.  Inventory in
the Latin American Region declined by US$10.8 million while inventory in the
North American Region declined by US$3.7 million.

Inventory turns for the period ended Aug. 31, 2006, based on monthly
inventory balances were 10.3 turns, compared with 10.0 turns for the period
ended May 31, 2006.

Accounts payable declined to US$120.0 million at Aug. 31, 2006, compared
with US$139.7 million at May 31, 2006.  Accounts payable declined in the
CellStar Corp.'s Latin American operations by US$15.6 million and US$4.1
million in the North American operations.

Mike Farrell, CellStar Corp.'s executive vice president of finance and chief
administrative officer, noted, "So far this year, we have accomplished two
strategically important objectives.  The company is profitable and we have
secured financing to redeem our US$12.4 million Senior Subordinated Notes
prior to the January 2007 due date.  To date, we have purchased US$10.5
million of the outstanding Notes at a 1% discount and plan to redeem or
purchase the remaining notes by the end of the year.  The term note matures
in 2009, giving us the opportunity to focus on our commitment to restore the
Company to profitability."

As of Aug. 31, 2006, CellStar Corp. had borrowed US$24.0 million under its
domestic revolving credit facility compared to US$9.9 million at May 31,
2006.

On Aug. 31, 2006, CellStar Corp. entered into a term loan and security
agreement with CapitalSource Finance LLC to provide financing to purchase
and redeem its US$12.4 million of 12% Senior Subordinated Notes due January
2007.

As of Sept. 29, 2006, CellStar Corp. had borrowed US$10.4 million and had an
additional borrowing availability of US$1.9 million under its new term loan
and security agreement.

Full-text copies of the CellStar Corp.'s third fiscal quarter financials are
available for free at http://ResearchArchives.com/t/s?140f

                     About CellStar Corp.

Headquartered at Coppell, Texas, CellStar Corp. --
http://www.cellstar.com/-- provides logistics and distribution services to
the wireless communications industry.  CellStar Corp. has operations in
North America and Latin America, and distributes handsets, related
accessories and other wireless products from manufacturers to a network of
wireless service providers, agents, MVNOs, insurance/warranty providers and
big box retailers.  CellStar Corp. specializes in logistics solutions,
repair and refurbishment services, and in some of its markets, provides
activation services.

                        *    *    *

CellStar Corp.'s 5% Convertible Subordinated Notes due 2002 carry Moody's
Investors Service's Ca2 rating.


METROGAS SA: Posts CLP29.9 Bil. Net Profit in First Nine Months
---------------------------------------------------------------
Metrogas SA said in a filing with Superintendencia de Valores y Seguros de
Chile, the securities regulator in Chile, that its unit's consolidated net
profits increased 19.7% to CLP29.9 billion in the first nine months of 2006,
compared with the same period in 2005.

Business News Americas relates that Metrogas' revenue decreased 0.47% to
CLP118 billion in the first nine months of 2006, compared with the first
nine months of 2005.  However, lower non-operating losses helped boost the
bottom line.

Metrogas' operating profit decreased 8.97% to CLP41.8 billion in the first
nine months of this year, compared with the same period of last year,
BNamericas states.

Metrogas holds a 23% market share in Chile and estimates its share of
industrial clients at 85%, BNamericas reports.

Headquartered in Buenos Aires, Argentina, MetroGAS SA --
http://www.metrogas.com.ar/-- distributes gas to Buenos Aires and southern
and eastern greater metropolitan Buenos Aires.  The Company has a 35-year
concession that began in 1992 to provide natural gas in this area.  The
concession is renewable for an additional 10 years.  MetroGAS supplies some
2 million customers in Buenos Aires through 15,840 km of pipelines,
representing about 26% of all gas retailed in Argentina.   MetroGAS is 45%
owned by a subsidiary of UK gas production company BG Group and 26% owned by
a unit of Spanish oil company Repsol YPF.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on Oct. 17, 2006,
Standard & Poor's assigned these ratings on Metrogas SA's debts:

   -- Obligaciones Negociables Series 2-B for EUR26,070,450

      * Rate: raBB+

   -- Obligaciones Negociables Series 1 for US$236,285,638

      * Rate: raBB+

   -- Obligaciones Negociables Series 2-A for US$6,254,764

      * Rate: raBB+

   -- Program of Obligaciones Negociables simples for
      US$600,000,000

      * Rate: D

The rating action was done based on MetroGas' balance sheet at June 30,
2006.

                        *    *    *

Moody's Investors Service placed these ratings on Metrogas SA:

          -- Caa2 long-term foreign currency corporate family
             ratings;

          -- Caa2 foreign currency senior unsecured rating;

          -- Ca foreign currency senior unsecured MTN;

          -- B1.ar foreign currency NSR senior unsecured rating;
             and

          -- Outlook is Positive.




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


BBVA COLOMBIA: Will Issue COP75-Billion Subordinated Bonds
----------------------------------------------------------
BBVA Colombia SA said in a filing with Superfinanciera, the local financial
regulator, that it will issue COP75 billion worth of subordinated bonds.

BVA Colombia told Business News Americas that it could increase the offer to
COP150 billion, depending on investor demand.

According to BNamericas, the bonds are part of a COP400-billion bond
program.

BBVA Colombia had issued five-year subordinated bonds for COP89 billion in
October and COP132 billion in August to fund its acquisition of Granahorrar,
the Colombian state-run mortgage lender, BNamericas states.


Headquartered in Bogota, Colombia, BBVA Colombia -- www.bbva.com.co/ -- is
engaged in the holding and accomplishment of all operations, acts and
contracts of banking establishments.  It is 95.16% owned by Banco Bilbao
Vizcaya Argentaria.

                        *    *    *

As reported in the Troubled Company Reporter on March 13, 2006, Moody's
Investors Service assigned a 'Ba3' long-term foreign currency deposit rating
on BBVA Colombia.  Moody's changed the outlook to stable from negative.


MAVERICK TUBE: Tenaris Deal Prompts Moody's to Withdraw Ratings
---------------------------------------------------------------
Moody's Investors Service confirmed and will subsequently withdraw the
ratings for Maverick Tube Corp.  Moody's will subsequently withdraw the Ba3
rated corporate family rating, the Ba3 LGD assessment, the B1 and the LGD 5
(73%) ratings on the 1.875% convertible senior subordinated notes.  The
outlook is stable.  Moody's does not rate the other notes of Maverick.

The ratings are being confirmed and will subsequently be withdrawn because
Maverick has been fully acquired by Tenaris SA and consequently, the notes
are not expected to remain outstanding since they are expected to be
converted to cash within the next month and receive a make-whole premium as
per the terms of the indenture.  Moody's also does not currently rate
Tenaris or any of its subsidiaries.

Headquartered Chesterfield, Missouri, Maverick Tube Corp. produces welded
tubular steel products used in the oil and natural gas industry and for
various electrical applications.  The energy products line consists of oil
country tubular goods, couplings and coiled tubing which are used in newly
drilled oil and natural gas wells, line pipe used in transporting oil and
natural gas and coiled tubing used in well workover and subsea applications
throughout the United States, Canada, Argentina, Brazi, Colombia, Ecuador
and Venezuela.




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


DENNY'S CORP: Posts US$9.5MM Operating Revenue in Third Quarter
---------------------------------------------------------------
Denny's Corp. reported US$9.5 million operating revenue in the third quarter
ended Sept. 27, 2006.

Denny's Corp. posted these results for its third quarter:

   -- company unit same-store sales increased 4.2% with
      positive guest traffic;

   -- franchised unit same-store sales increased 4.7%;

   -- total operating revenue increased US$9.5 million to
      US$258.2 million;

   -- the divestiture of 65 real estate assets for gross
      proceeds of US$67 million resulted in gains on
      disposition of assets of US$39 million;

   -- Denny's prepaid US$80 million in debt with proceeds from
      asset sales and surplus cash;

   -- The asset sales resulted in an incremental US$13.1
      million provision for income taxes;

   -- Operating income (excluding asset sale gains) increased
      US$7.5 million to US$16.6 million; and

   -- Net income (excluding gains and tax provision) increased
      US$4.9 million to US$0.1 million.

Nelson Marchioli, President and Chief Executive Officer, stated, "Denny's
results in the third quarter were driven by a strong positive response to
our promotional and product offerings.  During the quarter, Denny's also
launched a new television campaign along with a targeted discounting
program.  Together, these initiatives successfully revitalized demand and
produced solid sales growth.  Denny's value proposition in the quarter was
particularly effective in driving guest traffic without sacrificing average
check.  This contributed to our improved sales momentum despite the
challenging consumer environment and the difficult traffic trends
experienced by our industry in 2006."

"During the third quarter, we made significant progress towards our goal of
reducing long-term debt.  Through the sale of non-core real estate we
reduced our debt by US$80 million.  Denny's is stronger financially than at
any time in the past 15 years, carrying less debt and lower interest costs.
As a result, Denny's is better positioned to reinvest in this great brand
and to focus its efforts on new unit development in the coming years," Mr.
Marchioli concluded.

                  Third Quarter Results

For the third quarter of 2006, Denny's reported total operating revenue of
US$258.2 million, an increase of 3.8%, or US$9.5 million over the prior year
quarter.  Company restaurant sales increased 3.9%, or US$8.9 million, to
US$234.7 million as a result of a 4.2% increase in company same-store sales.
This sales increase offset an eleven-unit decline in company-owned
restaurants since the third quarter of last year.  Franchise revenue
increased 2.6%, or US$0.6 million, to US$23.5 million as a 4.7% increase in
same-store sales offset a twelve-unit decline in franchised restaurants.

Company restaurant operating margin (as a percentage of company restaurant
sales) for the third quarter was 13.8% compared with 10.7% for the same
period last year.  Product costs for the third quarter increased by 0.3
percentage points compared with last year due primarily to a shift in entrée
mix towards lunch and dinner items.  Payroll and benefits improved by 1.1
percentage points due primarily to improving experience in worker's
compensation costs.  Other operating costs improved 2.4 percentage points
due to a US$7.2 million reduction in legal settlement costs resulting
primarily from US$5.8 million in specific charges taken in the prior year
period.  Partially offsetting the decrease in legal costs was a US$1.0
million increase in utilities and a US$0.6 million decrease in supplemental
restaurant income.

General and administrative expenses for the third quarter increased US$1.8
million from the same period last year due mainly to higher incentive and
stock-based compensation as well as additional corporate staff.

Gains on disposition of assets increased US$39.0 million due to the sale of
65 restaurant properties owned by the company but previously leased to
franchisee operators.

Operating income for the third quarter was US$55.6 million, an increase of
US$46.4 million compared with prior year operating income of US$9.2 million.
This increase was due primarily to US$39.0 million in asset sale gains.
Excluding these gains, operating income increased US$7.5 million to US$16.6
million compared with US$9.1 million in the prior year period.

Interest expense for the third quarter increased US$1.0 million to US$15.0
million due to higher interest rates on the variable-rate portions of
Denny's debt compared with the prior year period.  Other non-operating
expense increased US$1.6 million due to a pro rata write-off of deferred
financing costs associated with the US$80.0 million prepayment of first lien
term loan debt during the quarter.

Provision for income taxes for the third quarter increased by US$14.9
million over the prior year due primarily to US$12.8 million in deferred
income taxes and US$0.3 million in current income taxes recorded as a result
of the asset sales.  The deferred income tax provision relates primarily to
the utilization of deferred income tax assets that had been previously
recorded relying on certain tax planning strategies.

Net income for the third quarter was US$25.5 million, or US$0.26 per diluted
common share, an increase of US$28.9 million compared with prior year net
loss of US$3.4 million, or US$0.04 per common share.  Excluding asset sale
gains and income taxes from the current and prior year period, net income
increased US$4.9 million to US$0.1 million.

             Real Estate Sales/Debt Reduction

During the third quarter, Denny's made substantial progress on its
initiative to sell non-core real estate assets and utilize the proceeds to
reduce debt.  Denny's previously announced a sale transaction of 60
restaurant properties for gross proceeds of approximately US$62 million.  An
additional five properties were sold during the third quarter for gross
proceeds of US$5 million. Denny's applied the net proceeds from these
transactions, along with surplus cash, to reduce the outstanding balance on
its first lien term loan by US$80 million during the quarter.  Year-to-date
Denny's has reduced its debt balances by approximately 15%, or US$84
million.

At the end of the third quarter, Denny's owned 21 restaurant properties that
were being marketed for sale.  Six of these properties are contracted for
sale under the earlier multi-property transaction and are expected to close
by year-end.  In total, 19 of the remaining properties are expected to be
sold within the next twelve months.

                      Business Outlook

While Denny's Corp. acknowledges that third quarter sales results were
higher than previously expected, it remains cautious in the sales outlook
for the fourth quarter based on the uncertain macroeconomic environment and
the difficulty that presents when forecasting revenues.  Given an improved
outlook for full-year sales, Denny's Corp. would expect adjusted EBITDA at
the upper end of the previous guidance range of US$113 to US$118 million.

The earnings per share guidance management previously provided is no longer
relevant due to the asset sale gains, restructuring and impairment charges,
non-operating expenses and provision for income taxes recorded in the third
quarter.  The expectation of further gains, charges and non-operating
expenses, along with a potential debt refinancing transaction, could cause
fourth quarter earnings to vary materially.

Headquartered in Spartanburg, South Carolina, Denny's Corp. --
http://www.dennys.com/-- is America's largest full-service family
restaurant chain, consisting of 543 company-owned units and 1,035 franchised
and licensed units, with operations in the United States, Canada, Costa
Rica, Guam, Mexico, New Zealand and Puerto Rico.

                        *    *    *

As reported in the Troubled Company Reporter on Aug. 11, 2006
Denny's Corp.'s balance sheet at June 28, 2006, showed US$500.3 million in
total assets and US$758.2 million in total liabilities, resulting in a
US$257.9 million stockholders' deficit.

                        *    *    *

As reported in the Troubled Company Reporter on Oct. 9, 2006 Standard &
Poor's Ratings Services raised its corporate credit rating on Armstrong
World Industries Inc. to 'BB' from 'D', following Denny's Corp.'s emergence
from bankruptcy on
Oct. 2, 2006.  S&P said the outlook is stable.




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


BANCO INTERCONTINENTAL: Central Bank Seeks DOP50 Bil. in Damages
----------------------------------------------------------------
The central bank of the Dominican Republic sought DOP50 billion in damages
against Ramon Baez Figueroa -- the former head of Banco Intercontinental
SA -- and his assistant Marcos Baez Cocco, alleging that information was
withheld from the Banking Superintendence, DR1 Newsletter reports.

Diario Libre relates that Mr. Baez allegedly hid DOP16 billion in overdrafts
and loans that did not show up on the official accounting systems of Banco
Intercontinental.

According to Dominican Today, Mr. Figueroa is also indicated as the person
responsible for the totality of the damages demanded by Banco
Intercontinental.  The damages totaled over DOP16.76 billion in loans,
erased books and undeclared account overdrafts in Banco Intercontinental's
official books.

Dominican Today underscores that the monetary authorities' lawyers sought to
condemn Mr. Cocco as co-conspirator in the damages.

Banking Superintendence also sought DOP50 billion due to the concealment of
information, Dominican Today states.

Banco Intercontinental collapsed in 2003 as a result of a massive fraud that
drained it of about US$657 million in funds.  As a consequence, all of its
branches were closed.  The bank's current and savings accounts holders were
transferred to the bank's new owner -- Scotiabank.  The bankruptcy of
Baninter was considered the largest in world history, in relation to the
Dominican Republic's Gross Domestic Product.  It cost Dominican taxpayers
DOP55 billion and resulted to the country's worst economic crisis.




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


IMPSAT: Inks Asset Purchase Agreement with Global Crossing
----------------------------------------------------------
Global Crossing Ltd. has agreed to acquire Impsat for US$9.32 in cash for
each share of Impsat common stock, representing a total equity value of
approximately US$95 million.

Global Crossing will assume, refinance and/or repay Impsat's debt, which was
US$241 million as of June 30, 2006.  Impsat's cash balance as of June 30,
2006, was US$23 million, resulting in a net debt balance of US$218 million
at that date.  The transaction is expected to close in the first quarter of
2007.

The acquisition of Impsat will accelerate Global Crossing's strategy to
provide converged Internet provider (IP) services to enterprises and
carriers globally, in addition to enhancing the company's financials.
Impsat, as a leading Latin American provider of IP, hosting and value-added
data solutions, will add over 4,500 customers to Global Crossing's ranks,
all of which are supported by a world class sales and customer care team
with local presence in seven Latin American countries.  Impsat's extensive
IP-based intercity network, 15 metropolitan networks and 15 advanced hosting
centers will provide a greater breadth of services and coverage to Global
Crossing's Latin American operations.  Impsat will also add scale to the
company's regional presence and will enhance its competitive position as a
global service provider to multinational enterprises and carrier customers.

Global Crossing expects the acquisition to contribute annual revenue of more
than US$270 million, and to yield annual Adjusted Earnings Before Interest,
Taxes, Depreciation and Amortization of more than US$70 million after
operational synergies are fully realized.  Annual operational savings after
integration are expected to be more than US$10 million.  Integration of the
business is expected to be completed 12 to 18 months after closing of the
transaction, at a one-time cost of approximately US$10 million.
John Legere, Global Crossing's chief executive officer, said, "The
combination of Impsat's data-centric customer set, extensive Latin American
network and managed IP capabilities with Global Crossing's proven ability to
deliver converged IP services on a global scale is a compelling win for the
customers of both companies.  The Impsat acquisition, along with our
recently completed acquisition of Fibernet in the UK, demonstrates our
strategic and focused participation in industry consolidation.  We will
aggressively pursue those opportunities that would enhance our core
business, expand our service capabilities and improve our financials."

Global Crossing and Impsat have had a commercial relationship since 2000,
when Global Crossing selected Impsat as one of its providers of Point of
Presence facilities for Global Crossing's Latin American network, known as
South American Crossing.  Impsat has also been a customer of Global Crossing
in Latin America since 2000.  This longstanding relationship means that
customers of both companies should enjoy a seamless transition following
closing of the transaction.

Ricardo Verdaguer, Impsat's chief executive officer, noted, "This
transaction demonstrates the value created by Impsat within the
telecommunications industry in Latin America and represents an attractive
offer to our shareholders.  Our service-oriented employees and portfolio of
IP- based products and services mesh perfectly with Global Crossing's
strategy and culture, which emphasize technology, security, customer support
and control.  I believe combining our companies will enhance the solutions
we provide customers, create economies of scale and further serve the
economic development objectives of the Latin American region."

At closing of the acquisition, Global Crossing expects to use approximately
US$160 million of its existing cash for equity payments to Impsat
shareholders, transaction expenses and repayment of a limited amount of
indebtedness.  In addition, Global Crossing has obtained a financing
commitment from Credit Suisse for up to US$200 million to refinance most of
the Impsat debt that is not being repaid at closing.

Global Crossing has obtained a financing commitment for approximately US$95
million from ABN Amro to finance its previously announced acquisition of
Fibernet Group plc in the United Kingdom.  Together, the two financing
arrangements, which are subject to customary closing conditions, are
intended to preserve sufficient cash reserves to enable Global Crossing to
pursue additional growth opportunities that may arise, including those being
generated by industry consolidation.

The transaction is subject to the approval of Impsat's common shareholders,
certain debt holders, certain regulatory approvals and other closing
conditions.  Under separate agreements, Morgan Stanley & Co., a significant
shareholder and debt holder of Impsat; W.R. Huff Asset Management Co., a
significant debt holder; and certain officers and directors of Impsat have
agreed to support the transaction.

The Blackstone Group is acting as sole financial advisor, and Latham and
Watkins LLP and Jorge Ortiz y Asociados are acting as legal counsel to
Global Crossing on the transaction.

                        About Impsat

Impsat Fiber Networks, Inc., -- http://www.impsat.com-- is a provider of
private telecommunications networks and Internet services in Latin America.
The company owns and operates 15 data centers and metropolitan area networks
in some of the largest cities in Latin America, providing services to more
than 4,200 national and multinational companies, financial institutions,
governmental agencies, carriers, Internet service providers and other
service providers throughout the region.  Impsat has operations in
Argentina, Colombia, Brazil, Venezuela, Ecuador, Chile, Peru, the United
States and throughout Latin America and the Caribbean.

Impsat registered an increase in losses from US$14.2 million in 2004 to
US$36.2 million in 2005.

                   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.




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


BANCO SALVADORENO: Reissues US$125 Million in Bonds
---------------------------------------------------
Banco Salvadoreno SA has reissued US$125 million bonds backed by diversified
payment rights, LatinLawyer Online reports.

According to LatinLawyer, Banco Salvadoreno placed the bonds through an
offshore vehicle on Sept. 26.

LatinLawyer notes that Banco Salvadoreno decided to recall a tranche of 2004
bonds and issue them under different terms, when the original placement
succeeded.  In the original 2004 placement, Banco Salvadoreno placed US$75
million floating rate bonds (series 2004-1) and US$25 million fixed rate
bonds (series 2004-2).  They were the bank's first dollar denominated
diversified payment rights issue.

For the reissue, the bank prepaid series 2004-1 and changed their structure.
The modified bonds carry a 1.15% interest rate.  They are payable over four
years, starting on October 2007, the report says.

LatinLawyer underscores that diversified payment rights, or offshore
payments with dollar-denominated backing, help emerging market nations
attract investors.

Armando Arias -- a representative of Arias & Munoz (El Salvador), which is
the legal advisor of Banco Salvadoreno -- told LatinLawyer, "The quick sale
of these bonds reflects the reputation of the bank and the country."

Wachovia Securities -- the securities brokerage arm of Wachovia Corp., a
financial holding firm and a bank holding company in the United States --
acted as placement agent, LatinLawyer states.

                        *    *    *

Fitch Ratings placed a BB long-term issuer default rating on Banco Fitch
placed the ratings on watch positive.


MILLICOM INTERNATIONAL: Ends Management Contract with Rafsanjan
---------------------------------------------------------------
Millicom International Cellular SA has ended its management contract with
Rafsanjan Industrial Complex, a cellular operator in Iran, TeleGeography
reports.

Rafsanjan Industrial operates under the name Taliya.

Taliya was unable to sign interconnection accords, TeleGeography relates,
citing Millicom International.  It meant it ha been unable to build a
business that delivers recent returns.

Taliya has less than 1% of the mobile market in Iran, TeleGeography states.

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

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

                        *    *    *

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

                        *    *    *

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


* EL SALVADOR: Inks Pact with JBIC to Promote Clean Dev't Proj.
---------------------------------------------------------------
Japan Bank for International Cooperation or JBIC Governor Kyosuke Shinozawa
signed a cooperation agreement with the Ministry of the Environment and
Natural Resources of the Republic of El Salvador for promoting Clean
Development Mechanism or CDM projects.  President Elias Antonio Saca
Gonzalez of El Salvador attended the signing ceremony.

The agreement seeks to promote CDM-related projects in El Salvador and
support the acquisition of greenhouse gas or GHG emission reductions (or
carbon credits) generated from such projects by Japanese firms.
Specifically, the agreement stated that:

   (1) The Ministry of the Environment and Natural Resources of
       the Republic of El Salvador will provide JBIC with
       information on candidate CDM projects;

   (2) JBIC will forward such information to Japan Carbon
       Finance Ltd. or JCF as well as other interested Japanese
       firms; and

   (3) JBIC will consider financial support for candidate CDM
       projects on which it receives information and provides
       advice.

If Japan is to achieve its GHG emissions reduction target (6% below 1990
levels) under the Kyoto Protocol, then it is essential to resort to the
Kyoto Mechanisms, including the CDM, in addition to making a range of
domestic efforts.  As a letter of approval issued by the Designated National
Authority or DNA in the host country constitutes a requirement for CDM
projects, the Government of the Republic of El Salvador designated the
Ministry of the Environment and Natural Resources as the country's DNA in
July 2002.  The Republic of El Salvador has already stepped up efforts to
promote CDM projects, as evidenced by its approval for a geothermal power
generation project.

JBIC is actively making efforts to promote the Kyoto Mechanisms by making
maximum use of its long-cultivated ties with the governments of developing
countries through past loan and guarantee operations and its overseas
network of representative offices.  JBIC also provided a credit line in
August 2005 for the Central American Bank for Economic Integration or CABEI
to support CDM projects in its member countries in Central America
(including the Republic of El Salvador).   The signing of this cooperation
agreement, which represents part of these efforts, is expected to help
enhance bilateral relations between Japan and the Republic of El Salvador
while serving to address global warming.

                        *    *    *

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

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




=================
G U A T E M A L A
=================


BANCAFE: Three Banks Take Over Accounts
---------------------------------------
Superintendencia de Bancos, the banking regulator of Guatemala, posted on
its Web site a report stating that three banks have taken over the accounts
Bancafe previously held.

Business News Americas relates that the three banks include:

          -- Banco de Desarrollo Rural,
          -- Banco Agromercantil de Guatemala, and
          -- Banco Reformador.

According to BNamericas, Bancafe had US$204 million of its assets frozen in
Refco.

Edgar Balsells, a consultant at the United Nations Economica Commission for
Latin America and the Caribbean Eclac, told BNamericas, "This is clearly a
crisis related to the offshore operations of the Guatemalan banking system,
which operate just as an extension of local banks."

As soon as the Refco problem was discovered, transactions between Bancafe
and the former should have been halted, BNamericas says, citing Caesar
Garcia, the chief executive officer of Certeza Consulting, a local
consulting firm.

Alejandro Garcia, the Fitch Ratings financial institutions director, told
BNamericas, "The intervention of Bancafe is a clear example of what happens
when people decide to hold deposits in offshore banks."

Depositors must be aware of risks related to offshore entities as they are
less regulated, BNamericas notes, citing Mr. Garcia.

Bancafe is part of Grupo Financiero del Pais, a financial group that offers
personal, corporate and small business banking.  It is not connected to
Banco del Cafe, a state-owned bank in Colombia.

The Guatemalan central bank permanently suspended the operations in Bancafe
due to financial problems derived from the investment of US$204 million in
the brokerage Refco.  Bancafe owns US$204 million of US Treasury bonds held
by Refco Inc., a bankrupt commodities broker.  The Monetary Board of
Guatemala decided to intervene in Bancafe to protect the liquidity and
solvency of the national banking system and to secure and strengthen
national savings.


BANCO INDUSTRIAL: Fitch Holds Ratings on Bancafe Intervention
-------------------------------------------------------------
Fitch maintains these ratings for Banco Industrial, the largest bank in the
Guatemala:

   -- Long-term Foreign and Local Currency IDR: 'BB';
   -- Short-term Foreign and Local Currency rating: 'B';
   -- Individual rating: 'D';
   -- Support rating: '3';
   -- National-scale ratings: 'AA-(gtm)' and 'F1(gtm)';
   -- Outlook: Stable.

The rating action is in connection with the recent intervention of
Guatemala's fourth largest bank, Bancafe and the potential implications for
the national banking system.

Fitch does not anticipate an impact on these ratings in the short term,
which explains their outlook stable.

Last week, the Banking system regulator announced the intervention and
planned liquidation of Bancafe, the fourth largest bank at end-August 2006
by total assets (roughly US$1.022 billion -- 8% market share) and deposits
(US$889 million -- 9%).  The problems at Bancafe initiated in October 2005,
when Refco Ltd. declared bankruptcy.  This event harmed Bancafe's
unconsolidated related off-shore entity domiciled in Barbados, since this
had roughly US$204 million of its assets managed by one of Refco's problem
subsidiaries, which have been frozen since then.  While the stand-alone
performance of Bancafe in Guatemala had remained reasonable, its efforts to
aid the liquidity of its related offshore entity weakened Bancafe to the
point of its intervention by the Guatemalan authorities.

While the deposit insurance fund (FOPA -- Fondo para la Proteccion del
Ahorrante) guarantees deposits for up to GTQ20,000 (roughly US$2,630), the
banking regulator decided to distribute Bancafe's deposits among three local
banks (Banrural, Agromercantil and Reformador, ranked third, fifth and sixth
in the national system, with a joint market share of 23% of deposits at
end-August 2006).  In turn, these banks will be beneficiaries of trust
certificates drawn on a trust that will hold and liquidate Bancafe's assets,
as well as the liquid resources available at FOPA, roughly US$180 million.
On
Oct. 27, Bancafe's depositors were able to request or renew their deposits
at the respective institution where the account was transferred.  The
country's two largest banks, Banco Industrial and Banco G&T Continental, did
not participate in the scheme to distribute Bancafe's domestic deposits.

While the direct exposure of other Guatemalan banks to Bancafe was
insignificant at the time of the intervention, Fitch remains concerned about
the potential negative effect of this situation on the banking system's
liquidity and public confidence.

Fitch will closely monitor the reaction of Bancafe's depositors once they
are allowed to withdraw their deposits.  Since only a small portion of
Bancafe's assets is liquid, the ability of Banrural, Agromercantil and
Reformador to preserve these accounts, or alternatively, to honor these
deposits, is a critical factor to maintain public confidence in the banking
system.  The Guatemalan Central bank could provide temporary liquidity
support, if required.  Fitch anticipates that even larger banks could see
their liquidity somewhat pressured, if their off-shore banks eventually face
a deposit run or a decrease in other funding sources, and they attempt to
access short term liquidity provided by their related Guatemalan bank.

Fitch also notes that, while under local regulation Bancafe was the
"responsible company" of the entities comprising Grupo Financiero del Pais
(including the off-shore bank), the intervention meant the dissolution of
the financial group and the cancellation of any inter-company
responsibility.  Fitch has expressed in the past its concern about the
sizeable offshore banking activities of the Guatemalan banks.  In Fitch's
view, the intervention of Bancafe highlights the risks associated with these
entities, which are inherently less regulated and perhaps less supervised,
given the legal limitations for most banking regulators in the region
regarding extra-territorial supervision.  Positively, this event could over
time improve the awareness of depositors, creditors and other stakeholders
in regard to riskier offshore banks.  Fitch also highlights the need to
further disclose financial information of the offshore banks and the
consolidated or combined financial groups.

Bancafe's total deposits at end-August 2006 accounted for 2.4% of
Guatemala's forecasted gross domestic product for 2006, while the liquid
resources available to FOPA were equivalent to 0.6% of gross domestic
product.  In the event that FOPA's assets are extinguished or considerably
absorbed to honor Bancafe's deposits, domestic banks could be required by
the authorities to make extraordinary contributions for up to 50% in excess
of regular contributions (0.1% p.a. of total deposits, at present).


* GUATEMALA: Fitch Holds BB+ Rating on Bancafe Intervention
-----------------------------------------------------------
Fitch maintains an Issuer Default rating to the Republic of Guatemala at
'BB+' (local and foreign currency) with a stable outlook, while the country
ceiling is 'BBB-'.  This is in connection with the recent intervention of
Guatemala's fourth largest bank, Bancafe and the potential implications for
the national banking system.

Fitch does not anticipate an impact on these ratings in the short term,
which explains their outlook stable.

Last week, the banking system regulator disclosed the intervention and
planned liquidation of Bancafe, the fourth largest bank at end-August 2006
by total assets (roughly US$1.022 billion -- 8% market share) and deposits
(US$889 million -- 9%).  The problems at Bancafe initiated in October 2005,
when Refco Ltd. declared bankruptcy.  This event harmed Bancafe's
unconsolidated related off-shore entity domiciled in Barbados, since this
had roughly US$204 million of its assets managed by one of Refco's problem
subsidiaries, which have been frozen since then.  While the stand-alone
performance of Bancafe in Guatemala had remained reasonable, its efforts to
aid the liquidity of its related offshore entity weakened Bancafe to the
point of its intervention by the Guatemalan authorities.

While the deposit insurance fund (FOPA -- Fondo para la Proteccion del
Ahorrante) guarantees deposits for up to GTQ20,000 (roughly US$2,630), the
banking regulator decided to distribute Bancafe's deposits among three local
banks (Banrural, Agromercantil and Reformador, ranked third, fifth and sixth
in the national system, with a joint market share of 23% of deposits at
end-August 2006).  These banks will be beneficiaries of trust certificates
drawn on a trust that will hold and liquidate Bancafe's assets, as well as
the liquid resources available at FOPA, roughly US$180 million.  On Oct. 27,
Bancafe's depositors were able to request or renew their deposits at the
respective institution where the account was transferred.  The country's two
largest banks, Banco Industrial and Banco G&T Continental, did not
participate in the scheme to distribute Bancafe's domestic deposits.

While the direct exposure of other Guatemalan banks to Bancafe was
insignificant at the time of the intervention, Fitch remains concerned about
the potential negative effect of this situation on the banking system's
liquidity and public confidence.

Fitch will closely monitor the reaction of Bancafe's depositors once they
are allowed to withdraw their deposits.  Since only a small portion of
Bancafe's assets is liquid, the ability of Banrural, Agromercantil and
Reformador to preserve these accounts, or alternatively, to honor these
deposits, is a critical factor to maintain public confidence in the banking
system.  The Guatemalan Central bank could provide temporary liquidity
support, if required.  Fitch anticipates that even larger banks could see
their liquidity somewhat pressured, if their off-shore banks eventually face
a deposit run or a decrease in other funding sources, and they attempt to
access short term liquidity provided by their related Guatemalan bank.

Fitch also notes that, while under local regulation Bancafe was the
"responsible company" of the entities comprising Grupo Financiero del Pais
(including the off-shore bank), the intervention meant the dissolution of
the financial group and the cancellation of any inter-company
responsibility.  Fitch has expressed in the past its concern about the
sizeable offshore banking activities of the Guatemalan banks.  In Fitch's
view, the intervention of Bancafe highlights the risks associated with these
entities, which are inherently less regulated and perhaps less supervised,
given the legal limitations for most banking regulators in the region
regarding extra-territorial supervision. Positively, this event could over
time improve the awareness of depositors, creditors and other stakeholders
in regard to riskier offshore banks.  Fitch also highlights the need to
further disclose financial information of the offshore banks and the
consolidated or combined financial groups.

Bancafe's total deposits at end-August 2006 accounted for 2.4% of
Guatemala's forecasted GDP for 2006, while the liquid resources available to
FOPA were equivalent to 0.6% of GDP. In the event that FOPA's assets are
extinguished or considerably absorbed to honor Bancafe's deposits, domestic
banks could be required by the authorities to make extraordinary
contributions for up to 50% in excess of regular contributions (0.1% p.a. of
total deposits, at present).


* GUATEMALA: S&P Affirms Ratings on Suspended Bancafe Operations
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term foreign and
'BB+' long-term local currency sovereign credit ratings on the Republic of
Guatemala.  Standard & Poor's also affirmed its 'B' short-term sovereign
credit ratings on the republic.  The outlook on the ratings remains stable.

According to Standard & Poor's credit analyst Roberto Sifon Arevalo, the
affirmation follows the suspension of operations of Bancafe by the Monetary
Board of the Central Bank of Guatemala.

Mr. Arevalo said, "Standard & Poor's believes that the systemic impact of
Bancafe's closure will be limited, notwithstanding the financial system's
high reliance on external funding.  Viewed over the longer term, we believe
the intervention will strengthen the credibility of the monetary and
supervisory authorities and demonstrate the effectiveness of the banking
reforms enacted in 2002."

After repeated demands by the Banking Superintendency that Bancafe comply
with prudential limits governing related party lending, the Monetary Board
suspended the operations of the bank on Oct. 20, 2006.  The related party
lending exceeded the threshold of 15% of shareholders' equity set out in the
law enacted in 2002 that sets the regulations on the Guatemalan banking
system.  Bancafe's largest intergroup loan pertained to its advances to
Bancafe International, Barbados, whose liquidity had been impaired by US$204
million in assets frozen in the bankruptcy of Refco Securities, a defunct
Chicago broker/dealer, and by deposit withdrawals.  Bancafe was the fourth
largest commercial bank in Guatemala, holding 8% of the system's assets and
9% of the system's deposits as of September 2006.

Under the suspension, Bancafe's liquid assets and arms-length commercial
loans were placed in a trust administered by the government-owned
Corporacion Financiera Nacional aka Corfina, and became the property of
three domestic commercial banks:

   -- Banco de Desarrollo Rural SA aka Banrural,
   -- Banco Reformador SA aka Bancor and
   -- Banco Agromercantil de Guatemala SA

Banrural is partly publicly owned, while Bancor and Agromercantil are
privately owned domestic commercial banks.  These banks will thus manage
Bancafe's GTQ6.7 billion of deposits (2.5% of GDP) and will benefit from the
country's Savings Protection Fund or FOPA.  FOPA had a balance of almost
GTQ1.7 billion (0.5% of GDP) as of October 2006.

Mr. Arevalo explained that, given the timely intervention of the regulators,
fiscal costs to the government and its public sector financial institutions
are expected to be small and that any charges to FOPA can be reconstituted
through deposit insurance premiums in a reasonable amount of time.

The timely intervention in Bancafe also helped protect the country's
external position (the external position of Guatemala's private sector is
weak).  As of June 2006, external liabilities of Guatemala's financial
institutions totaled US$1.7 billion (25% of current account receipts or CAR)
while their external assets only equaled US$275 million (4% of CAR).

Mr. Arevalo noted, "The Guatemalan quetzal is thinly traded and the
derivatives market is less so.  If the authorities had granted Bancafe
forbearance in abiding by the related party prudential norms, not only would
its asset quality would have been compromised, but the external position of
the nation's forth largest bank (and the system more broadly) would have
been jeopardized as well."

Credit markets and foreign exchange markets reacted calmly to the government
action and international reserves at the central bank held steady totaling
US$4.04 billion (60% of CAR) as of Oct. 24, 2004.

"Going forward, our appraisal of Bancafe's intervention could change if
pressure builds on financial markets, new irregularities emerge in the
system, or systems deposits fall significantly.  These are not our current
expectations, however, hence our affirmation of the government's ratings,"
Mr. Arevalo stated.




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


DYNCORP INTERNATIONAL: Destroying Light Weapons in Honduras
-----------------------------------------------------------
The U.S. Department of State's Office of Weapons Removal and Abatement has
awarded DynCorp International LLC task orders to clear land mines and
unexploded ordinance or UXO in Cambodia and destroy light weapons in
Honduras that are excess to that country's needs.

The Cambodia task order has a potential value of US$8.3 million over a term
of one base year and two option years.  It calls for DynCorp International
to assist and train the Royal Cambodian Armed Forces and the Cambodian Mine
Action Center, a non-governmental organization, to remove persistent land
mines and UXO left from decades of conflict.  The task order provides
immediate action to address the urgent issue of landmines, excess Cambodian
stockpiled munitions, and loosely secured or unsecured munitions that could
spontaneously explode and harm Cambodians or could fall into the hands of
criminals, terrorists, and illicit arms traffickers.

The Honduras task order -- valued initially at about US$316,000 -- calls for
the destruction of light weapons over a five-month period.  These are
weapons that the Honduran government has deemed to be excess to its
legitimate defense needs.

This work supports the Department of State's Office of Weapons Removal and
Abatement, which participates in the multi-agency U.S. Humanitarian Mine
Action Program.  DynCorp International will work with this Office in
collaboration with the governments of Cambodia and Honduras.

DynCorp International has an ongoing weapons removal task order in
Afghanistan with the Office of Weapons Removal and Abatement as well.

Headquartered in Irving, Texas, DynCorp International Inc.
(NYSE: DCP) -- http://www.dyn-intl.com/-- provides specialized
mission-critical outsourced technical services to civilian and military
government agencies.  The Company specializes in law enforcement training
and support, security services, base operations, aviation services and
operations, and logistics support.  The company has more than 14,400
employees in 33 countries including Haiti.  DynCorp International, LLC, is
the operating company of DynCorp International Inc.

                        *    *    *

As reported in the Troubled Company Reporter on June 19, 2006,
Standard & Poor's Ratings Services raised its ratings, including the
corporate credit rating to 'BB-' from 'B+', on DynCorp International LLC.
The ratings were removed from CreditWatch where they were placed with
positive implications on
Oct. 3, 2005.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter on June 13, 2006, Moody's
Investors Service upgraded DynCorp International LLC's US$90 million senior
secured revolver maturing Feb. 11, 2010, to Ba3 from B2; US$345 million
senior secured term loan B due
Feb. 11, 2011, to Ba3 from B2; US$320 million 9.5% senior subordinated notes
due Feb. 15, 2013, to B3 from Caa1; Corporate Family Rating, to B1 from B2;
and Speculative Grade Liquidity Rating, to SGL-2 from SGL-3.  Moody's said
the ratings outlook is stable.




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


NATIONAL WATER: Still Tackling Effects of Drought
-------------------------------------------------
The National Water Commission of Jamaica told Radio Jamaica that it is still
struggling to cope with the effects of the ongoing drought in some eastern
parishes.

According to Radio Jamaica, the parishes affected include:

          -- St. Mary, and
          -- Portland:

             * Windsor Castle,
             * Craig Mill,
             * Haining Spring, and
             * Long Bay.

Despite scattered and short showers across Jamaica, St. Mary and Portland
are experiencing "dry spells", Radio Jamaica relates, citing the National
Water.

Radio Jamaica underscores that the sections of Portland are getting less
water.

Stephanie Fullerton Cooper, the Community Relations Officer for the National
Water's eastern division, told RJR News that some of the company's systems
are running below 70% of their capacity.

                        *    *    *

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




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


AXTEL SA: To Acquire Avantel to Create National Telecom Company
---------------------------------------------------------------
Axtel, SA de CV, signed an agreement to acquire Avantel S. de RL de CV and
Avantel Infraestructura SA de CV and create a fully complementary national
telecommunications company in Mexico providing local, long-distance,
broadband, data and built-to-suit communications solutions to over 750,000
residential, small, medium and large customers, as well as multinational and
government entities, throughout Mexico.

The transaction is expected to close by the end of 2006, subject to final
approval by Axtel's shareholders, regulatory authorities and execution of
final documents.

The transaction will leverage Axtel's hybrid wireline and fixed-wireless
local access network, and 683 kilometers of metropolitan fiber optic rings,
with Avantel's 7,700 route kilometers of long-haul fiber optic network and
300 kilometers of metropolitan fiber optic ring.  The transaction increases
Axtel's capabilities to provide advanced voice and data solutions such as
IP-based virtual private networks, hosting and security to medium, large,
corporate and government clients.

Current customers of Avantel will benefit from Axtel's last-mile access
capabilities, broadband offerings, metropolitan fiber optic rings and the
ability to provide bundled value-added services at attractive prices.

The transaction is expected to generate annualized synergies of US$40
million twenty-four months after the closing date.  Synergies will come from
the elimination of duplicate functions, efficiencies from operating a single
combined network, optimization of real estate properties, reducing
telecommunication and procurement costs and minimizing Axtel's long-haul
transport investments, among others.

Tomas Milmo Santos, the chairperson and chief executive officer of Axtel,
noted, "The transaction strengthens Axtel's competitive position in the
fast-growing business data segment.  It represents an important step to
reinforce Axtel's presence in the business segment where national and
multi-national corporations, and government entities require advanced
tailor-made communications solutions that the new Axtel will serve.  Axtel
will now emerge as the undisputed second-largest fixed-line integrated
telecom company in Mexico."

Fernando Quiroz Robles, Chairperson of the Board of Avantel and Head of
Citigroup's Corporate and Investment Banking Latin America, stated, "We see
the integration of Avantel in Axtel as a value creation proposition and a
favorable next step to continue Avantel's growth.  We are confident to see
Avantel's plans and strategies taken into the future by Axtel.  This
confidence is evidenced by Citigroup's expected equity participation in
Axtel."

Axtel has obtained commitment letters to finance the transaction.  Credit
Suisse has acted as advisor for Axtel in connection with this transaction.

Axtel, SA de CV provides local and long distance telecommunications
services, data transmission and Internet services in Mexico, to both
residential and business customers.  The company has 600,000 installed
lines.  Axtel posted net profits of MXP306 million (US$29 million) for 2005
compared to a loss of MXP79.6 million in 2004.

                        *    *    *

As reported in the Troubled Company Reporter on June 21, 2006,
Standard & Poor's Ratings Services raised its long-term corporate credit
rating on Monterrey, Mexico-based telecommunications service provider Axtel
SA de CV to 'BB-' from 'B+'.  The outlook was revised to stable from
positive.  The rating on Axtel's US$162 million senior notes due 2013 was
also raised to 'BB-' from 'B+'.


AXTEL SA: Avantel Acquisition Cues Moody's to Review Ba3 Ratings
----------------------------------------------------------------
Moody's Investors Service has placed Axtel, SA de CV's Ba3 Corporate Family
Rating and Ba3 Senior Unsecured rating on review with uncertain implications
following the company's announcement of its intention to acquire Avantel S.
de RL de CV and Avantel Infrastructura SA de CV, which will double Axtel's
revenues.  The US$500 million acquisition will be financed entirely with
debt.

The review will focus on:

   1) the likelihood of the acquisition closing,

   2) terms of the financing arranged for this all debt
      acquisition,

   3) a full review of Avantel's future business prospects, as
      it is a private company today for which no information
      is available,

   4) future prospects for the long distance and data markets
      in Mexico,

   5) the prospects for a successful integration of the two
      companies, which are roughly equal in size, including
      achievement of the US$40 million/year in synergies cited
      by Axtel, and

   6) the challenge for Axtel to manage a company twice as big
      and more complicated as it encompasses additional core
      lines of business.

On Review Direction Uncertain:

   -- Corporate Family Rating, Placed on Review Direction
      Uncertain, currently Ba3; and

   -- Senior Unsecured Regular Bond/Debenture, Placed on Review
      Direction Uncertain, currently Ba3.

Moody's changed outlook to rating under review from positive.

Axtel, with headquarters in the city of Monterrey, Mexico, is a competitive
local telephone company providing bundled products including voice, data and
Internet services.


EL POLLO: Cancelled IPO Cues Moody's to Lower Rating to B3
----------------------------------------------------------
Moody's Investors Service moved El Pollo Loco, Inc.'s corporate family
rating back to B3 from B1 following the company's recent announcement to
withdraw its proposed US$135 million initial public offering or IPO.  At the
same time, the B1 ratings on the proposed US$210 million senior secured
credit facility consisting of a US$25 million revolver and a US$185 million
term loan B were withdrawn.  The existing capital structure ratings, namely
the Ba3 US$25 million revolver, the Ba3 US$104.5 million term loan B and the
Caa1 senior unsecured notes, as well as the SGL-2 Speculative Grade
Liquidity rating were all affirmed along with this rating action.  The
rating outlook remains stable.

Moody's previous rating action on El Pollo was May 18, 2006, when the
corporate family rating was upgraded to B1 from B3 and B1 ratings were
assigned to the company's proposed US$210 million senior secured credit
facility (consisting of a US$25 million revolver and a US$185 million term
loan B) following the company's US$135 million proposed IPO of shares of its
common stock and planned refinancing of its existing debt.  The SGL-2
Speculative Grade Liquidity rating was affirmed at that time.

These ratings were downgraded with a stable outlook:

   -- Corporate family rating to B3 from B1,
   -- Probability of default rating to B3 from B2.

Assessment changed:

   -- LGD4-50% from LGD3-35% loss given default assessment.

These ratings were withdrawn:

   -- B1 (LGD3, 31%) for the US$185 million senior secured term
      loan B maturing in 2013, and

   -- B1 (LGD3, 31%) for the US$25 million senior secured
      revolver maturing in 2012.

These ratings were affirmed:

   -- Ba3 (LGD2, 18%) for the US$104.5 million senior secured
      term loan B maturing in 2011,

   -- Ba3 (LGD2, 18%) for the US$25 million senior secured
      revolver maturing in 2010,

   -- Caa1 (LGD5, 71%) for the US$123.4 million senior unsecured
      notes maturing in 2013, and

   -- SGL-2 speculative grade liquidity rating.

El Pollo Loco -- http://www.elpolloloco.com/-- pronounced "L
Po-yo Lo-co" and Spanish for "The Crazy Chicken," is the United States'
leading quick-service restaurant chain specializing in flame-grilled chicken
and Mexican-inspired entrees.  Founded in Guasave, Mexico, in 1975, El Pollo
Loco's long-term success stems from the unique preparation of its
award-winning "pollo"
-- fresh chicken marinated in a special recipe of herbs, spices and citrus
juices passed down from the founding family.


FORD MOTOR: To Rely on Cheaper Chinese-Made Parts to Cut Costs
--------------------------------------------------------------
Ford Motor Co. aims to purchase between US$2.5 and US$3 billion in auto
parts from China this year, almost double the US$1.6 to US$1.7 billion it
spent on Chinese-made parts in 2005, Eugene Tang and Stephen Engle at
Bloomberg News reports.

William Ford Jr., Ford's chairperson, said the company is buying more parts
from China to further cut costs.  According to Bloomberg News, components
procured from China include steering systems, suspension, brakes, batteries
and windshield glass.

In an interview in Beijing, Bloomberg News relates Mr. Ford's declaration of
China as a key component in Ford's global sourcing strategy.  Mr. Ford said
that Ford intends to buy more Chinese parts as the quality of the country's
manufacturing industry improves.  Mr. Ford was recently in China to
recognize the awardees for the seventh annual Ford Motor Conservation &
Environmental Grants (China).

As reported in the Troubled Company Reporter on Oct. 25, Ford posted a third
quarter net loss of US$5.8 billion, compared with a US$284 million net loss
in the 2005 third quarter.  Ford disclosed its performance in the current
third quarter reflected operating challenges in its North America, Asia
Pacific and Africa, and Premier Automotive Group operations.

In September this year, Ford unveiled a revised version of its "Way Forward"
turnaround plan.  The company expects ongoing annual operating cost
reductions of approximately US$5 billion from its restructuring efforts.
Ford's actions have included buyout offers for all 75,000 of its US hourly
workers, a 30% reduction in salaried staff, and the suspension of quarterly
dividends.  The revised plan will also cut fourth-quarter production by
21% -- or 168,000 units -- compared with the fourth quarter a year ago, and
reduce third-quarter production by approximately 20,000 units.

                      About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. --
http://www.ford.com/-- manufactures and distributes automobiles in 200
markets across six continents including Mexico and Brazil in Latin America.
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 Oct. 24, 2006,
Standard & Poor's Ratings Services placed its 'B' senior unsecured debt
issue ratings on Ford Motor Co. on CreditWatch with negative implications.
At the same time, S&P affirmed all other ratings on Ford, Ford Motor Credit
Co., and related entities, except the rating on Ford Motor Co. Capital Trust
II 6.5% cumulative convertible trust preferred securities, which was lowered
to 'CCC-' from 'CCC.'

At the same time, Fitch Ratings placed Ford Motor's 'B+/RR3' senior
unsecured debt on Rating Watch Negative reflecting Ford's intent to raise
secured financing that would impair the position of unsecured debt holders.
Under Fitch's recovery rating scenario it was estimated that unsecured
holders would recover approximately 68% in a bankruptcy scenario, equating
to a Recovery Rating of 'RR3' (50-70% recovery).

Moody's Investors Service has disclosed that Ford's very weak third quarter
performance, with automotive operations generating a pre-tax loss of US$1.8
billion and a negative operating cash flow of US$3 billion, was consistent
with the expectations which led to the Sept. 19 downgrade of the company's
long-term rating to B3.


GENERAL MOTORS: Quarterly Results Cue S&P to Maintain NegWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services said 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 on March 29,
2006.  The CreditWatch update follows GM's announcement of third-quarter
results.

Third-quarter earnings improved sharply over those of 2005, with an
automotive net loss of US$116 million, before special items of negative
US$54 million, compared to a loss of US$1.6 billion in last year's third
quarter.

"The earnings improvement was driven by expense savings, but did not
translate into greatly improved cash flow," said Standard & Poor's credit
analyst Robert Schulz.

In North America, cost savings of about US$1.8 billion, most of which were
non-cash, sharply improved General Motors' third-quarter net loss to US$400
million from a US$1.7 billion loss in 2005 -- excluding US$7 million of
special items in 2006.  The North American results were boosted by lower
pension and OPEB expenses of US$1.0 billion and by US$800 million in
benefits from attrition and capacity reductions, partially offset by
unfavorable mix and volume effects of US$400 million.  Higher raw material
and freight costs wiped out positive contributions from recently introduced
new models, while vehicles from the previous model year faced a more
challenging sales environment.

Cash flow from automotive operations is expected to be better for 2006; for
the first nine months, automotive operating cash flow after cash
restructuring costs was a negative US$5.9 billion versus a negative US$7.8
billion in the first nine months of 2005.  But in the third quarter of 2006,
cash flow after restructuring expenditures was a negative US$5 billion
versus a negative US$2.5 billion in the third quarter of 2005.  Looking
ahead to the fourth quarter, General Motors' vehicle production, a driver of
cash flow, is expected to be at least 13% lower in North America than it was
in 2005.

General Motors' ratings are likely to remain on CreditWatch until we are
able to ascertain the financial effect on GM of its exposure to bankrupt
former unit Delphi Corp., and until the sale of a 51% stake in GMAC LLC
(formerly General Motors Acceptance Corp.; BB/Watch Dev/B-1) to an investor
consortium is at or near completion.  General Motors narrowed its own
estimate of its potential exposure to Delphi benefits guarantee to US$6
billion to US$7.5 billion and indicated that payments by General Motors to
reimburse Delphi for certain labor expenses are not expected to exceed
US$400 million in 2007 and would average less than US$100 million
thereafter.  These amounts would appear to be manageable within General
Motors' liquidity position.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the world's largest
automaker, has been the global industry sales leader since 1931.  Founded in
1908, GM employs about 317,000 people around the world.  It has
manufacturing operations in 32 countries, including Mexico, and its vehicles
are sold in 200 countries.


GRUPO ELEKTRA: Posts MXN8.6B Third Quarter 2006 Revenue
-------------------------------------------------------
Grupo Elektra SA de CV reported total revenue growth of 10% to record high
of MXN8,643 million for the third quarter 2006.  Gross profit also rose 10%
to MXN4,250 million.

Javier Sarro Cortina, Chief Executive Officer of Grupo Elektra, stated,
"Lines of products and services that are closely linked to our target market
needs, and financing strategies that expand our clients' purchasing power,
together with the strength of domestic consumption, resulted in outstanding
revenue and consolidated gross profit.  The top line increase during the
quarter, and the company's dynamic performance throughout the year, is in
line with our growth expectations for 2006."

Carlos Septien Michel, Chief Executive Officer of Banco Azteca, said,
"Innovative savings and credit products, a superior customer service, and an
extensive distribution network of Banco Azteca, together with domestic
financial stability, allowed us to continue delivering solid performance in
loans and deposits.  Generation of loan loss reserves with more conservative
criteria than the rest of the industry, and expenses oriented to further
enhance our market positioning, affected profitability; however, the
expected performance for the full year is encouraging for the most relevant
results indicators, as well as for the Bank's balance sheet."

         Gross Credit Portfolio of Banco Azteca Mexico
                and Banco Azteca Panama

                     Financial Division

Banco Azteca Mexico and Panama

During the third quarter, revenue of Banco Azteca was MXN3,422 million 20%
higher than MXN2,857 million of the prior year.  The increase results from
the solid rise on the main credit lines of the bank:

   -- consumer loans,
   -- credit cards and
   -- personal loans.

The bank's financial cost was MXN1,163 million at the close of the third
quarter, compared with MXN849 million last year.  The cost includes the
creation of loan loss reserves, created in accordance with the methodology
of weekly grading of the portfolio, as determined by the National Banking
and Securities Commission or CNBV, which is stricter than the one used by
the rest of the industry, based on a monthly grading.

Loan collection indicators maintain the same outstanding level since the
bank's creation four years ago; however, Banco Azteca considers that the
higher reserve level requested by the authority, contributes to maintain a
solid balance sheet in the long run.

As of Sept. 30, 2006, the estimated capitalization index of Banco Azteca was
11.1%, the same level when compared with the index reported at the end of
the same period of the prior year.  Banco Azteca's capitalization index
favorably compares with the 8% minimum required by Mexican authorities.

                   Gross Credit Portfolio

The gross credit portfolio of Banco Azteca Mexico and Banco Azteca Panama
was MXN19,236 million, 29% higher than the MXN14,878 million reported at the
end of 3Q05.  The average term of the credit portfolio (consumer loans,
personal loans and credit cards) at the end of third quarter 2006 was 60
weeks, compared with 58 weeks of the previous year.  At the end of third
quarter 2006, Banco Azteca had a total of 6.2 million active accounts
registered a 48% increase compared with 4.2 million at the end of the same
period a year ago.

During the quarter, Banco Azteca sold MXN343 million of fully reserved
past-due loans to an independent buyer.  The transaction was approved by
Banco Azteca's Board of Directors, and authorized by the CNBV.  The selling
price of the loan portfolio was established according to market conditions.

             Savings Accounts and Term Deposits

Net deposits were MXN34,611 million at the end of 3Q06, 38% up from the
MXN25,102 million of the previous year.  The total number of active accounts
was 6.6 million, compared with 4.7 million a year ago.

Afore Azteca

As of Sept. 30, 2006, Siefore Azteca reported MXN15,226 million in
customers' assets under management, 166% higher than the MXN5,716 million
reported in the prior year.

Seguros Azteca

Seguros Azteca's reported a 46% increase in the number of policies issued,
to 1.4 million, from one million in 3Q05.

                    Commercial Division

Revenue of the commercial division in the quarter was MXN4,642 million,
compared with the MXN4,621 million in 3Q05. Gross profit was MXN1,555
million, compared with the MXN1,585 million reported a year ago.

                 Total Debt and Net Debt

As of Sept. 30, 2006, the commercial division's total debt with cost was
MXN5,324 million, compared with MXN3,754 million reported a year ago,
primarily resulting from the issuance of MXN1,250 million of long term
Securities Certificates or CEBURES in the second quarter.

Despite this increase, the net debt of the commercial division had a
negative balance of MXN3,491 million, compared with a negative balance of
MXN1,600 million as of Sept. 30, 2005.

                   Consolidated Revenue

Total consolidated revenue was MXN8,643 million in third quarter of 2006,
10% higher than MXN7,881 million in the same period a year ago.

                    Operating Expense

During the quarter, operating expense was MXN3,201 million, 12% up compared
with MXN2,851 million in the same period a year ago.  The increase was
primarily due to a 27% rise in the employee's headcount at the financial
division, to 23,610 at the end of the quarter, from 18,600 a year ago.  The
majority of the new employees are focused on the optimal positioning of new
financial products, mainly credit cards, car loans and mortgages.  Also
contributing to the expense increase were the company's strategies oriented
to strengthen the positioning of its financial services in Mexico, and in
Central and South American countries in which Grupo Elektra operates.

                           EBITDA

Consolidated EBITDA was MXN1,395 million, a 2% increase compared with
MXN1,374 million in 3Q05, despite the 12% increase in consolidated expenses.
The EBITDA margin was 16%, from 17% a year ago.

                      Operating Profit

During the third quarter, operating profit increased 4%, as a result of the
combination of the 10% increase in total revenue, the 9% growth in total
costs and the 12% rise in total expenses.

               Comprehensive Cost of Financing

The Comprehensive Cost of Financing was MXN180 million in the quarter,
compared with a MXN7 million gain a year ago.

This quarter's cost was primarily driven by a foreign exchange loss of
MXN107 million, as a result of the company's net asset monetary position and
a revaluation of the exchange rate during the period. In addition, interest
gains were MXN138 million, compared with MXN209 million a year ago, as a
result of a lower yield in the company's investments.

                    Provision for taxes

Provision for taxes was MXN234 million in the quarter, compared with MXN187
million in the previous year, in line with the income tax rate applicable to
the positive results of the company.

                         Net Income

The increase in EBITDA was partially offset by the Comprehensive Cost of
Financing this quarter and by a higher tax provision, which were fundamental
in generating net income of MXN851 million in 3Q06, compared with MXN855
million in the same quarter a year ago.

                           Capex

As of Sept. 30, 2006, capital expenditures were MXN662 million, mainly
resulting from Banco Azteca's branch expansion in Mexico, and the company's
growth in Latin America.

                Cash and Cash Equivalents

As of Sept. 30, 2006, total cash and cash equivalents were MXN29,351
million, 39% higher than the MXN21,139 million at the close of 3Q05. The
increase resulted from a 30% growth to MXN20,536 million in the cash balance
of the financial division-in line with the rise in customer deposits-as well
as a 65% rise in the cash balance of the commercial division, to MXN8,815
million.  The company considers that a higher cash position in the
commercial division brings enough flexibility to face the growth
opportunities that could arise.

             Consolidated Gross Loan Portfolio

Total consolidated gross loan portfolio of Banco Azteca Mexico, Banco Azteca
Panama, and Elektrafin Latin America as of
Sept. 30, 2006, was MXN20,504 million, 31% higher than MXN15,620 million as
of Sept. 30, 2005.

                    Consolidated Equity

Consolidated equity as of Sept. 30, 2006, was MXN12,463 million, 36% higher
than the MXN9,183 million of the previous year.

                Expansion in Latin America

During the month of October, Grupo Elektra obtained an authorization from
the local Junta Monetaria to operate Banco Azteca in Guatemala. This
represents the second license granted to Grupo Elektra to operate a bank in
Central America -- in addition to Panama -- and will complement the growing
operations of the commercial division in Guatemala.

The license is an important step in the solid growth strategy of Grupo
Elektra.

Grupo Elektra -- http://www.grupoelektra.com.mx-- sells retail goods and
services through its Elektra, Salinas y Rocha, Bodega de Remates and
Elektricity stores and over the Internet.  The Group operates more than
1,000 stores in Mexico, Guatemala, Honduras, Peru and Panama.  Grupo Elektra
also sells and markets its consumer finance, banking and financial products
and services through approximately 1,400 Banco Azteca branches located
within its stores, as a stand-alone, and in other channels in Mexico and
Panama.  Banking and financial services include loans, electronic money
transfer services, extended warranties, demand deposits, pension-fund
management, insurance, and credit information services.

Grupo Elektra is divided mainly in two divisions: retail and financial.  The
Company's retail division is divided in two geographical areas: Mexico,
where three store formats are operated, and Latin America (Guatemala,
Honduras and Peru), where the Elektra store format is operated only and
credit is still granted through the commercial division.  Grupo Elektra's
financial division, which only operates in Mexico, includes Banco Azteca, a
bank that offers financial services to Mexico 's mass market; Afore Azteca,
a retirement fund manager; and Seguros Azteca, a new insurance company.

                        *    *    *

As reported by Troubled Company Reporter on May 27, 2005, Fitch Ratings
affirmed and withdrew the 'BB-' international scale foreign and local
currency ratings of Grupo Elektra, SA de CV, Fitch has withdrawn the ratings
in consistency with Fitch's policies due to the pay down of all of the
company's dollar-denominated bonds.

Fitch also affirmed Elektra's national scale short term rating of 'F2(mex)'
and would continue to follow the company on the national scale.


GRUPO IUSACELL: Earns MXN4.2 Billion in Third Quarter 2006
----------------------------------------------------------
Grupo Iusacell, SA de CV reported record net income of MXN4,199 million for
the third quarter 2006, stockholders' equity of MXN704 million and a 72%
increase in EBITDA to MXN332 million.

Gustavo Guzman, the chief executive officer of Grupo Iusacell, noted, "We
have had enormous accomplishments in the Company during the quarter,
including historical maximums in revenues and EBITDA.  We not only reached
agreements with the majority of our creditors, but during the quarter we
celebrated the convenio concursal of Grupo Iusacell that materialized the
agreements reached with the majority or our creditors."

Grupo Iusacell reflected in its financial statements for the quarter these
accounting and financial effects derived from the convenio concursal:

   1. The cancellation of the debt originated by its US$350
      million notes due in 2006.

   2. The issuance of new notes in the principal amount of
      US$175 million with a maturity date of 2013.

   3. The cancellation of all the past due interest for the 2006
      Notes in the amount of approximately US$183 million.

These cancellations affected a change on the Stockholders' Equity of the
company, which increased from a negative MXN2,081 million in Sept. 30, 2005,
to MXN704 million in this quarter, as well as a decrease in the liabilities
of the Grupo Iusacell of MXN3,935 million.

Prior events in connection with the Grupo Iusacell Plan of Reorganization

   -- January 2006, Grupo Iusacell disclosed an agreement in
      principle with the majority of its creditors.

   -- April 2006, Grupo Iusacell launched an exchange offer for
      the 2006 Notes.

   -- June 2006, Grupo Iusacell concluded the exchange offer
      with a participation of approximately 90% of holders.

   -- June 2006, Grupo Iusacell announces its decision to
      implement a restructuring by the filing of a plan of
      reorganization (convenio concursal) pursuant to the
      Mexican Business Reorganization Act (Ley de Concursos
      Mercantiles).

   -- August 2006, the Mexican courts declared a concurso
      mercantil for Grupo Iusacell, beginning the conciliation
      phase.

   -- August 2006, Grupo Iusacell executed its convenio
      concursal with approximately 90% of Grupo Iusacell's
      creditors, which the company expected, with the consent
      of the conciliator appointed by the Federal Institute
      Specializing in Concursos Mercantiles (Instituto Federal
      de Especialistas en Concursos Mercantiles -- IFECOM), to
      submit for approval to a Mexican judge (Juzgado Septimo de
      Distrito en Materia Civil del Primer Circuito).

Grupo Iusacell expects to execute soon its convenio concursal with creditors
of Grupo Iusacell Celular, SA de CV.

On Oct. 11, 2006, Grupo Iusacell disclosed that the restructuring of the
debt of its operating subsidiary, Grupo Iusacell Celular, SA de CV, which
includes US$190 million of Tranche A Bank Loans, US$76 million of Tranche B
Bank Loans and US$150 million of 10% Senior Notes due in 2004, continues
advancing within the framework established by its strategic plan, and that
it anticipates that the restructuring agreement reached in principle with
the majority of its creditors will be legally finalized soon.

As a result of the exchange offer and consent solicitation launched in May
2006 that expired on July 26, 2006, more than 82% of creditors confirmed
their support of its Plan of Reorganization.  Recently the levels of
participation and support increased to 97% of creditors.

The Iusacell Celular restructuring consists of an exchange of any and all of
its

   (a) Tranche A Loans for new senior floating rate first lien
       notes due 2011 accruing interest at three-month LIBOR
       plus 4.00% and

   (b) Tranche B Loans and its 2004 Notes for its new 10% senior
       subordinated second lien notes due 2012, on the terms and
       conditions that were previously announced.

On Sept. 6, 2006, Grupo Iusacell announced that its board of directors
authorized the company to explore the consolidation of operations with
Unefon, a mobile telephony operator for the mass market in Mexico and a
subsidiary of Unefon Holdings.  Grupo Iusacell and Unefon are companies
controlled by Ricardo B. Salinas, and are the only two wireless
communications service providers with CDMA technology in Mexico, which
allows for optimizing the efficiency of the cellular telephony network.

Grupo Iusacell and Unefon have solid competitive advantages, and have
developed optimal attributes for the market segments in which they
participate, which translates into better services at lower prices.  Grupo
Iusacell has 2 million subscribers and Unefon 1.3 million, both nationwide.

On Aug. 28, 2006, Grupo Iusacell announced that it executed the convenio
concursal by a group of creditors representing approximately 90% of Grupo
Iusacell's total debt, which the company expects, with the consent of the
conciliator appointed by the Federal Institute Specializing in Concursos
Mercantiles (Instituto Federal de Especialistas en Concursos Mercantiles --
IFECOM), to submit for approval to a Mexican judge (Juzgado Septimo de
Distrito en Materia Civil del Primer Circuito).  Among other things, upon
the court's approval of that submission, Grupo Iusacell's restructuring
process will have been completed.

The convenio concursal among Grupo Iusacell and its creditors was executed
in accordance with its previously announced restructuring agreement, which
will consist of the exchange of its 2006 Notes for an aggregate principal
amount of US$175 million of New Notes that will bear interest at an annual
rate of 10% (with semi-annual interest payments in arrears, including the
option for Iusacell to capitalize up to 40% of each interest payment).  The
restructuring agreement also includes the cancellation of any default
interest due and payable under the 2006 Notes.

Iusacell announced the restructuring of its subsidiaries Iusacell
Infraestructura and Infraestructura Mexico

On July 14, 2006, Grupo Iusacell announced that its subsidiary Iusacell
Infraestructura SA de CV concluded the successful restructuring of its debt
with the signing of the corresponding restructuring documentation.

Before the restructuring, Iusacell Infraestructura owed to BNP Paribas (Oslo
Branch) debt in an outstanding principal amount of US$26.6 million.  This
debt consisted of:

   (1) a senior amortizing term facility in an outstanding
       principal amount of US$ 23.2 million, guaranteed by the
       Export Import Bank of Norway and due in 2007 and

   (2) a refaccionario loan in an outstanding principal amount
       of US$3.4 million due in 2004.

On July 19, 2006, Iusacell Infraestructura de Mexico, SA de CV, a subsidiary
of Grupo Iusacell, concluded the successful restructuring of its debt with
the signing of the corresponding restructuring documentation.

Before the restructuring, Infraestructura Mexico owed to Harris SA de CV,
debt in an outstanding principal amount of US$4.3 million.  This debt
consisted of:

   (1) Tranche 2D in an outstanding principal amount of US$4.0
       million, and

   (2) Tranche 2E in an outstanding principal amount of US$0.3
       million.

The terms of the restructuring signed are:

Tranche 2D

A new principal amount owed under Tranche 2D of US$3.2 million due in 2010
that bear interest at a fix rate of 8% per annum.   Interest shall be
payable quarterly, commencing March 31, 2007, and sixteen principal
repayments shall be made quarterly under this schedule:

   * 20% payable in calendar 2007, commencing March 31, 2007;
   * 30% s payable in calendar 2008;
   * 25% payable in calendar 2009; and
   * 25% payable in calendar 2010.

Tranche 2E

Iusacell must pay Tranche 2E, US$0.3 million in full on the effective date
of the Restructuring Agreement.

              Results for Third Quarter 2006

                          Revenues

Net revenues in the third quarter of 2006 increased by 20% to MXN1,913
million, as compared to MXN1,589 million during the same period 2005.  This
increase is primarily as a result of growth in postpaid revenues as well as
higher revenues from value added services and an increase in the subscriber
base.

Iusacell ended the third quarter 2006 with approximately 2.0 million
subscribers, an increase of 19% as compared to the third quarter 2005.

                      Cost and Expenses

The total cost during the quarter increased by 23% to MXN$1,125 million, as
compared to MXN915 million in the third quarter 2005.  Operating expenses
decreased by 5% to MXN$455 million, as compared to MXN$481 million in the
same period 2005.

The increase in the total cost mainly reflects the increase in:

   (i) handset subsidy,
  (ii) cost related to value added services, and
(iii) technical expenses.

The decrease in the operating expenses during the quarter reflects the
result of the efforts and strategy for the control of expenses of the
company.

     Operating Income Before Depreciation and Amortization

Iusacell's operating income before depreciation and amortization for the
third quarter of 2006 was MXN$332 million, an increase of 72%, as compared
to MXN$193 million during the same period the year before.

                         Net Income

Iusacell had a net income of MXN4,199 million during the third quarter of
2006, as compared to a net loss of MXN449 million registered in the same
period of 2005.  The net income is mainly impelled by the gain registered as
a result of the decrease of the debt and cancellation of past due interest
of the 2006 Notes.

                   Capital Expenditures

During the third quarter of 2006, the Iusacell made investments of
approximately US$ 22 million, primarily for the acquisition of cellular
equipment related to the expansion of coverage and capacity of Iusacell 3-G
network and EV-DO services (Evolution Data Only).

Headquartered in Mexico City, Mexico, Grupo Iusacell, SA de CV (BMV: CEL) --
http://www.iusacell.com-- is a wireless cellular and PCS service provider
in Mexico with a national footprint.  Independent of the negotiations
towards the restructuring of its debt, Grupo Iusacell reinforces its
commitment with customers, employees and suppliers and guarantees the
highest quality standards in its daily operations offering more and better
voice communication and data services through state-of-the-art technology,
including its new 3G network, throughout all of the regions in which it
operate.

As of Dec. 31, 2005, Grupo Iusacell's stockholders' deficit widened to
MXN2,076,000,000 from a deficit of MXN1,187,000,000 at Dec. 31, 2004.

Grupo Iusacell filed for bankruptcy protection on June 18 under
Mexican Law to prevent creditors from disrupting its debt restructuring
talks.  On July 14, 2006, Gramercy Emerging Markets Fund, Pallmall LLC and
Kapali LLC, owed an aggregate amount of US$55,878,000 filed an Involuntary
Chapter 11 Case against Grupo Iusacell's operating subsidiary, Grupo
Iusacell Celular, SA de CV (Bankr. S.D.N.Y. Case No. 06-11599).  Alan M.
Field, Esq., at Manatt, Phelps & Phillips, LLP, represents the petitioners.
Iusacell Celular then filed for bankruptcy protection under Mexican Law on
July 18.


GRUPO TMM: Incurs US$8 Million Loss in Third Quarter of 2006
------------------------------------------------------------
Grupo TMM, SA reported its financial results for the third quarter and first
nine months of 2006.

Javier Segovia, president of Grupo TMM, said, "The year 2006 is a pivotal
transition year, many things needed to get done, and many things have been
done.  The company has dramatically improved its debt profile while
maintaining a reasonable cash position and is diligently focused on
improving its equity performance.  Maritime investments made since last July
are achieving their EBITDA targets."

"Because the US$200 million securitization took much longer to complete than
we expected, our logistics investments have been delayed.  With the
completion of securitization in late September we can now build a base for
the company's financial stability.  The company is now free to sell old and
inefficient assets and replace them with new and profitable ones.  It is now
free to collapse multiple layers of organizational structure, which has
caused the company a great amount of inefficiency and is free to now invest
its new funds in additional ships, maintenance facilities for trucking,
warehouses and transportation assets.  As investment and performance
continues to improve throughout 2007, TMM will be able to build upon its
powerful brand name in an efficient and growth-oriented way," Mr. Segovia
stated.

Mr. Segovia noted, "We acknowledge and express management's disappointment
that the company will not meet its 2006 annualized EBITDA objectives
described in previous conference calls.  The US$63 million target will now
be US$46.6 million entering 2007.  Given accomplishments and initiatives
under way, the company is optimistic and determined to improve its EBITDA
results between now and the first half of 2007."

"At Maritime, we have invested over US$200 million since July of last year
to purchase shipping assets and the minority interest in our former offshore
and harbor towage ventures, which have improved this business' operating
profit and EBITDA.  We are rapidly building equity value through the
accelerated repayment of the debt associated with our maritime assets, and
their market values have continued to strengthen in the existing global
environment.  The current market value of our two financed product tankers
is approximately US$82.0 million and of our financed offshore fleet is
approximately US$151.0 million," Mr. Segovia said.

Mr. Segovia stated, "At Logistics, we intend to replace or add 271
over-the-road tractors and 50 straight trucks to our current tractor fleet
of 586 units and add 355 trailers to our current fleet of 825.  All of this
equipment will be received beginning in November of this year through April
of next year. With these acquisitions of new equipment we will eliminate
from our tractor fleet equipment that exceeds ten years in age and make
Logistics a strong competitor and performer in 2007.  Also, we are about to
purchase our first warehousing company, which will close in November.  As we
have mentioned previously, the addition of warehousing facilities and
capabilities will round out our logistics platform."

"Finally, corporate costs, which have in the past impacted operating
profits, should begin to decline during the fourth quarter, as we eliminate
our retirement benefits plan for management and fund the pension plan for
retirees, as we centralize divisional back office functions, and as we
improve the terms of our insurance policies.  All of these actions should
result in corporate costs of US$17 million throughout 2007," Mr. Segovia
said.

                     Financial Results

Comparing the third quarter of 2006 with the third quarter of 2005, TMM
reported these results:

   -- Revenue of US$59.1 million, down 24.3% from US$78.1
      million;

   -- Operating income of US$3.5 million, up US$2.4 million from
      US$1.1 million;

   -- Operating margin of 6.0%, up 4.6%age points; and

   -- Net loss of US$8.0 million compared to net income of
      US$4.1 million.

Comparing the first nine months of 2006 with the first nine months of 2005,
TMM reported these results:

   -- Revenue of US$182.7 million, down 16.3% from
      US$218.3 million;

   -- Operating income of US$8.4 million, up US$6.1 million from
      US$2.3 million;

   -- Operating margin of 4.6%, up 3.5%age points

   -- Net income of US$63.5 million compared to net income of
      US$148.2 million.

Revenues in the third quarter and first nine months of 2006 compared to the
same periods of 2005 were impacted by the sale of TMM's port assets in
Colombia, amounting to US$5.4 million in the third quarter and to US$16.3
million in the nine months of 2006.  Revenues were also impacted by the
cancellation of service agreements with Kansas City Southern de Mexico,
reflecting US$11.0 million in the third quarter of 2006 and US$20.0 million
in the nine months of 2006.  In the fourth quarter of 2006, the Company
anticipates that the sale of its Colombian port assets will impact revenues
US$3.2 million and the cancellation of the service agreements with Kansas
City Southern de Mexico by US$9.0 million.

Third-quarter 2006 net interest expense was US$7.2 million compared to
US$15.8 million in the same period of 2005.  Net financial cost in third
quarter 2006 was US$11.4 million, including US$5.6 million of amortization
of expenses associated with the TMM's redemption of its 2007 Notes.  Net
financial cost in third quarter 2005 was US$18.9 million, including US$3.0
million of amortization of expenses associated with the company's debt.

Nine-month 2006 net interest expense was US$20.8 million compared to US$58.1
million in the same period of 2005.  Net financial cost in the 2006
nine-month period was US$45.7 million, including US$24.0 million of
amortization of expenses associated with the TMM's redemption of its 2007
Notes.  Net financial cost in the 2005 nine-month period was US$71.5
million, including US$13.6 million of amortization of expenses associated
with the TMM's debt.

SG&A of US$7.6 million in third quarter 2006 decreased 9.0% over the same
period of 2005.  Nine-month 2006 SG&A increased 7.7% to US$24.9 million over
the same period of 2005.  The increase in the 2006 nine-month period was
primarily attributable to US$0.9 million of expenses related to the
migration of the company's technology systems and hosting supplier and
US$0.4 million in employee bonuses paid in the second quarter of this year.

As of Sept. 30, 2006, TMM's total outstanding debt was US$377.2 million, of
which US$202.9 million is related to the company's corporate debt and is
supported by US$177.9 million in a combination of cash, marketable
securities and receivables from Kansas City Southern.  Project finance debt
of US$174.3 million related to the acquisition of maritime assets is
supported by US$128.0 million of long-term contracted revenues, by the
Mexican Maritime Law and by the total market value of these assets, which is
estimated to be US$233.0 million.

Total Debt Composition as of September 30, 2006
(Millions of dollars)

     Total Debt Composition as of September 30, 2006
                  (Millions of dollars)


     Securitization Facility                   US$200.0
     2006 Notes                                  US$2.9
     *Two Product Tankers                       US$58.7
     *Offshore Vessels                         US$115.6

     Total Debt (1):                           US$377.2

     Cash + Marketable Securities               US$87.4
     KCS Receivables                            US$90.5
                                               ------
     Total Cash + KCS Receivables              US$177.9

     Net Debt:                                 US$199.3

TMM's total outstanding debt as of Sept. 30, 2006, includes an additional
US$2.2 million of accrued unpaid interest and is reduced US$8.5 million of
related expenses to be amortized over time.

                       Segment Results

Maritime

Comparing the third quarter and first nine months of 2006 with the same
periods of last year:

   -- Revenues decreased 12.1% in the 2006 third quarter and
      8.4% in the 2006 nine-month period due mainly to fewer
      offshore and tanker vessels in operation;

   -- Revenues were also impacted US$0.7 million from atypical
      dry-docking activity in the 2006 third quarter and US$3.2
      million in the 2006 nine-month period; and

   -- Improved operating profit and margins at all business
      segments due to cost reductions of 22.1% in the 2006 third
      quarter, and of 18.9% in the 2006 nine-month period as a
      result of increased owned vessels.

Logistics

Comparing the third quarter and first nine months of 2006 with the same
periods of last year:

   -- Overall revenues reflected a decline in both periods due
      to Kansas City Southern de Mexico contract losses;

   -- In the 2006 third quarter, trucking revenues increased
      18.8% to US$8.5 million and 36.0% to US$25.9 million in
      the 2006 nine-month period due to 106 new tractors
      acquired throughout this year;

   -- In the 2006 third quarter, inbound logistics revenues
      increased 22.7% to US$5.1 million and 34.1% to US$15.7
      million in the 2006 nine-month period due mainly to
      increased volumes at Volkswagen; and

   -- Improved operating profit due to costs reductions of 26.3%
      in the third quarter and 9.4% in the nine-month period
      mainly due to the elimination of unprofitable operations
      and activities.

Ports and Terminals

Comparing the third quarter and first nine months of 2006 with the same
periods of last year:

   -- Revenues were impacted by the sale of port assets in
      Colombia and by a reclassification of net revenue at the
      shipping agencies business segment;

   -- Revenues at Acapulco decreased US$0.4 million to US$3.3
      million in the 2006 nine-month period due to a US$0.8
      million revenue decrease in the cruise ship business
      segment as a result of reduced calls at this port; and

   -- Auto handling revenues improved US$0.4 million in the 2006
      nine-month period as export volumes to South America and
      Japan increased from 15,758 automobiles to 26,874.

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

                        *    *    *

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


MERIDIAN AUTOMOTIVE: Gets Court Approval of Disclosure Statement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved the
Disclosure Statement and proposed solicitation procedures of
Meridian Automotive Systems, Inc., thereby allowing the company to enter the
final stages of its exit from Chapter 11.  Meridian Automotive will begin
distributing balloting materials to all creditors in order to solicit their
votes in support of its Plan of Reorganization.  The company anticipates a
confirmation hearing on Nov. 29, 2006, and that the Plan will become
effective on or about Dec. 11, 2006.

Richard E. Newsted, Meridian Automotive's president and chief executive
officer, said, "We are pleased to have received the Bankruptcy Court's
approval of our Disclosure Statement [on
Oct. 25, 2006], which moves us closer to our ultimate emergence from Chapter
11.  Most important, our Plan has the support of our major secured creditor
classes and the Official Committee of Unsecured Creditors."

A full-text blacklined copy of the Meridian Automotive's Disclosure
Statement is available for free at: http://ResearchArchives.com/t/s?1411

A full-text blacklined copy of Meridian Automotive's Fourth
Amended Reorganization Plan is available for free at:
http://ResearchArchives.com/t/s?1412

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies technologically
advanced front and rear end modules, lighting, exterior composites, console
modules, instrument panels and other interior systems to automobile and
truck manufacturers.  Meridian Automotive operates 22 plants in the United
States, Canada and Mexico, supplying Original Equipment Manufacturers and
major Tier One parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J. Nyhan, Esq.,
Paul S. Caruso, Esq., and Bojan Guzina, Esq., at Sidley Austin Brown & Wood
LLP, and Robert S. Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski,
Esq., and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtors in their restructuring efforts.  Eric E. Sagerman,
Esq., at Winston & Strawn LLP represents the Official Committee of Unsecured
Creditors.  The Committee also hired Ian Connor Bifferato, Esq., at
Bifferato, Gentilotti, Biden & Balick, P.A., to prosecute an adversary
proceeding against Meridian's First Lien Lenders and Second Lien Lenders to
invalidate their liens.  When the Debtors filed for protection from their
creditors, they listed US$530 million in total assets and approximately
US$815 million in total liabilities.


NORTEL NETWORKS: Doubles Network Capacity Through Wireless Tech.
----------------------------------------------------------------
Nortel Networks has conducted the industry's first wireless transmission
using Uplink Collaborative MIMO to demonstrate the ability for operators to
serve up to double the number of mobile broadband subscribers supported in a
cell site as current wireless technologies allow.

For 4G wireless operators, MIMO enables the potential to substantially
increase their subscription revenue with the same capital investment.
Developed by Nortel Networks, Collaborative MIMO is part of the WiMAX
industry standard and is also being proposed for 3GPP WCDMA Long-Term
Evolution (LTE) and 3GPP2 CDMA EV-DO Rev-C standards.

John Hoadley, chief technology officer of Mobility and Converged Core
Networks at Nortel Networks, stated, "Uplink Collaborative MIMO creates a
technological disruption that offers revolutionary improvement in wireless
network capacity and provides a clear path to 4G Mobile Broadband -- of
which WiMAX is the first technology."

"Nortel's latest demonstration confirms that subscriber count and capacity
gains of OFDM-MIMO can be delivered even where individual devices are not
MIMO-enabled with multiple transmit antennas.  Collaborative MIMO provides
the greater uplink capacity and spectral efficiency needed by operators to
deliver a full mobile broadband experience which will include Internet,
video and VoIP cost-effectively across a wide range of devices," Mr. Hoadley
said.

The demonstration at Nortel Networks' Advanced Wireless Lab in Ottawa, used
Multiple-Input, Multiple-Output (MIMO), an emerging wireless antenna
technology that will serve as the foundation of Nortel Networks' 4G Mobile
Broadband solutions.

For the demonstration, Nortel Networks used MIMO-enabled multiple antennas
at the cell site and on 4G devices together with orthogonal frequency
division multiplexing transmission technology.  Previous Nortel Networks and
industry research has shown that a combination of these two technologies
offers the ability to deliver the highest network bandwidth and greatest
spectral efficiency capabilities at the lowest cost.

With OFDM, a single channel within a spectrum band is divided into multiple,
smaller sub-carriers that transmit information simultaneously without
interference.  MIMO allows multiple data streams to be transmitted at the
same time and on the same sub-carriers through interference-free MIMO
spatial channels.  Due to unique spatial channels that result for each
antenna path, interference between data streams is reduced.  As a result,
OFDM-MIMO substantially increases the bandwidth and spectral efficiency.

Uplink Collaborative MIMO is a further enhancement that enables the use of
the same channel sub-carriers by multiple devices and subscribers --
effectively allowing them to share the same sub-carrier without
interference.  Without Collaborative MIMO, the traffic being carried on a
single sub-carrier would not be maximized across multiple subscribers.  The
result would be that the traffic would be severely limited, preventing users
from having a true broadband experience and limiting VoIP capacity such that
conversations would be unintelligible.

In March 2005, Nortel was the first company to demonstrate OFDM-
MIMO at 37 Mbps peak data rates in 5 MHz of spectrum in the downlink, with
the transfer of a 128 MB file in just 30 seconds.
Over the last eight years, Nortel Networks has been making progressive
investments in OFDM-MIMO technology and owns dozens of critical patents in
these areas.

                    About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Limited
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology solutions
encompassing end-to-end broadband, Voice over Internet provider, multimedia
services and applications, and wireless broadband.  Nortel Networks does
business in more than 150 countries including Mexico.

                        *    *    *

As reported in the Troubled Company Reporter on July 10, 2006,
Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corp., Nortel Networks Corp., and Nortel Networks
Limited at B (low) along with the preferred share ratings of Nortel Networks
Limited at Pfd-5 (low).  All trends are Stable.

DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb
Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt; Pfd-5 (low)
Stb Class A, Redeemable Preferred Shares; and Pfd-5 (low) Stb Class A,
Non-Cumulative Redeemable Preferred Shares.

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service affirmed the B3 corporate family rating of Nortel;
assigned a B3 rating to the proposed US$2 billion senior note issue;
downgraded the US$200 million 6.875% Senior Notes due 2023 and revised the
outlook to stable from negative.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2' short-term
corporate credit ratings on the company, and assigned its 'B-' senior
unsecured debt rating to the company's proposed US$2 billion notes.  S&P
said the outlook is stable.


NORTEL NETWORKS: Nortel Government Bags Elite Improvement Rating
----------------------------------------------------------------
Nortel Government Solutions, a U.S. company wholly owned by Nortel Networks,
has attained an elite process improvement rating based on assessment of its
performance in managing on-time delivery of high-quality services and
products to U.S. Federal Government agencies.

The Information Systems Solutions Sector of Nortel Government
Solutions has achieved a Capability Maturity Model Integration
Maturity Level 5 rating from a team of independent evaluators certified by
the Carnegie Mellon Software Engineering Institute.

Nortel Government achieved this rating, based on evaluation of software and
systems engineering processes for mission-critical systems, in October.
Only seven U.S. companies accomplished this in the 18-month period ending in
June 2006.

Empirical data from Carnegie Mellon indicates that organizations realize
improved schedule, cost and quality performance, higher customer
satisfaction, and higher return on investment as they achieve higher levels
of maturity.

Satya Akula, the president and general manager of Information
Systems Solution Sector at Nortel Government Solutions, stated, "Key to this
achievement was the predictive quality model we developed from three years
of process and product measurement.  Our ability to monitor and predict
performance throughout the development lifecycle helps us to consistently
meet or exceed customer expectations."

Chuck Saffell, chief executive officer of Nortel Government Solutions, said,
"Our employees have become expert at monitoring and managing project
performance, applying corrective actions when necessary, and recommending
process improvements.  This rating confirms our commitment to high quality
and high performance, and places Nortel Government Solutions among the elite
U.S. companies serving the Federal Government market."

CMMI is a process improvement approach that provides organizations with
guidelines to establish effective project management and engineering
processes.  CMMI helps set process improvement goals and priorities and
integrate traditionally separate organizational practices.  It also provides
a quality process framework and a point of reference for achieving
best-in-class performance.

               About Nortel Government Solutions

Based in Fairfax, Virginia, Nortel Government Solutions --
http://www.nortelgov.com/-- is a network-centric integrator, providing the
services expertise, mission-critical systems and secure communications that
empower government to ensure the security, livelihood, and well being of its
citizens.  The company is a provider for solutions designed to improve
workforce productivity, reduce operating costs, and streamline inter-agency
communications.

                    About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Limited
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology solutions
encompassing end-to-end broadband, Voice over Internet provider, multimedia
services and applications, and wireless broadband.  Nortel Networks does
business in more than 150 countries including Mexico.

                        *    *    *

As reported in the Troubled Company Reporter on July 10, 2006,
Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corp., Nortel Networks Corp., and Nortel Networks
Limited at B (low) along with the preferred share ratings of Nortel Networks
Limited at Pfd-5 (low).  All trends are Stable.

DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb
Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt; Pfd-5 (low)
Stb Class A, Redeemable Preferred Shares; and Pfd-5 (low) Stb Class A,
Non-Cumulative Redeemable Preferred Shares.

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service affirmed the B3 corporate family rating of Nortel;
assigned a B3 rating to the proposed US$2 billion senior note issue;
downgraded the US$200 million 6.875% Senior Notes due 2023 and revised the
outlook to stable from negative.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2' short-term
corporate credit ratings on the company, and assigned its 'B-' senior
unsecured debt rating to the company's proposed US$2 billion notes.  S&P
said the outlook is stable.


TV AZTECA: Unit Names A. Bengolea Vice Pres. & Director of Sales
----------------------------------------------------------------
Azteca America, TV Azteca SA de CV's subsidiary, appointed Angelica Bengolea
as Vice President, Director of Sales for New York.

Based in the new Park Avenue office, Ms. Bengolea is responsible for all
sales and business development of the Northeast region, overseeing a staff
of four account directors and two sales planners.

Ms. Bengolea has 15 years of experience in media sales.  She began her
career at ABC Radio Networks and has worked in television and radio sales at
local, regional and national levels.  She was Account Manager for National
Sales with the Univision Television Group.

"Angelica brings us strong sales experience in Hispanic media, especially in
the New York area. She's an integral part of our strengthened sales team,"
said Bob Turner, President of Network Sales at Azteca America.

                   About Azteca America

Azteca America is the newest Spanish-language television network in the
United States.  The network is a wholly owned subsidiary of TV Azteca SA de
CV, one of the two largest producers of Spanish-language television content
in the world.  Azteca America currently has presence in 52 Hispanic markets.

                      About TV Azteca

TV Azteca is one of the two largest producers of Spanish-language television
programming in the world, operating two national television networks in
Mexico -- Azteca 13 and Azteca 7 -- through more than 300 owned and operated
stations across the country.  TV Azteca affiliates include Azteca America
Network, a new broadcast television network focused on the rapidly growing
US Hispanic market, and Todito, an Internet portal for North American
Spanish speakers.

                        *    *    *

Moody's Investor Services rated TV Azteca's senior unsecured debt at B1.


VALASSIS COMMS: Posts US$248.9MM Revenue for Third Quarter 2006
---------------------------------------------------------------
Valassis Communications Inc.'s revenues decreased 6.5% to US$248.9 million
in the third quarter 2006, compared with the same period of 2005.

Valassis Communications' third-quarter net earnings were US$6.6 million, or
US$0.14 in earnings per share.  Earnings prior to US$10.1 million (net of
tax) in charges related to the proposed acquisition of ADVO and the
subsequent lawsuit to rescind the agreement and US$2.3 million (net of tax)
of non-recurring charges taken in the third quarter were US$19.0 million, or
US$0.40 in earnings per share.

Alan F. Schultz -- Valassis Communications chairperson, president and chief
executive officer, said, "While we have made important progress in some
areas of our business, year-to-date, our 2006 performance has fallen short
of expectations.  Clearly, the freestanding insert industry continues to be
very price competitive, and in fact, the revenue and profit decline in this
segment of our business in Q3 (third quarter) is entirely attributable to
pricing.  This competitive pricing environment will also negatively impact
2007 FSI revenue and profitability."

"Accordingly, we have refocused our efforts on our Strategic Growth
Initiative, which has been geared toward attaining sustainable growth and
the enhancement of shareholder value. We are confident in and committed to
this plan for growth, which addresses four key strategies designed to: grow
and diversify our revenue base; restore and enhance profit margins across
all business units; leverage data, technology and analytics to enhance our
competitive advantage; and enrich and evolve our strong traditions and
culture," Mr. Schultz stated.

                   Financial Highlights

   -- Selling, general and administrative expense for the third
      quarter of 2006 includes US$6.4 million in costs related
      to the close-down of both the French agency business and
      the eSettlement business unit of NCH and expenses related
      to the proposed ADVO acquisition and subsequent efforts to
      rescind the merger agreement.  Without these charges,
      selling, general and administrative expense decreased 3.9%
      to US$32.2 million compared to the third quarter of 2005
      due to reductions in headcount and incentive compensation
      expenses, partially offset by the inclusion of US$1.4
      million in stock option expense in accordance with
      FAS123R.

   -- Cash and auction-rate securities at the end of the
      quarter were US$167.5 million.

   -- The company's debt position, net of cash and
      auction-rate securities, was US$92.4 million at
      quarter-end.

   -- On Oct. 2, 2006, the company paid a cash settlement in the
      amount of US$11.3 million in connection with the
      termination of a US$400 million interest-rate swap
      contract.  The company did not exercise its US$400 million
      interest-rate swaption contract that expired on
      Sept. 28, 2006, for which it paid a premium of US$1.0
      million.  Both of these contracts were entered into as a
      bridge hedge for a portion of the acquisition financing
      related to the proposed ADVO transaction pursuant to a
      merger agreement which the company is now seeking to
      rescind.  These charges have been included in interest
      expense during the quarter ended Sept. 30, 2006.  On
      Sept. 28, 2006, the company replaced its bridge hedge by
      entering into a new US$400 million swaption contract.  The
      premium paid for the new swaption was approximately US$2.1
      million, representing the maximum cost to be recognized as
      interest expense as the swaption is marked to market over
      the reporting period through Feb. 28, 2007.

   -- Capital expenditures through the first nine months of
      2006 were US$8.4 million in comparison to US$22.0 million
      for the first nine months of 2005.  The company expects
      capital expenditures to be substantially less than the
      US$20 million level originally forecasted for 2006.

               Business Segment Discussion

   -- Market Delivered Free-standing Insert (FSI):

      Co-op FSI revenues for the third quarter were US$105.9
      million, down 7.1% from the third quarter of 2005.  This
      decrease was due to a reduction in FSI pricing compared
      to the third quarter of 2005.  As expected, Valassis'
      FSI market share during the third quarter of 2006 was up
      modestly versus the first half of 2006.  Management noted
      that FSI cost of goods sold was down by approximately 3%
      for the quarter on a cost per thousand (CPM) basis due to
      reductions in media insertion rates and the cost of paper.

   -- Market Delivered Run of Press (ROP):

      ROP revenues, generated from the brokering of advertising
      space on behalf of newspapers, were down 17.4% in the
      third quarter to US$24.6 million due to a change in mix to
      more fee-based business versus margin-based business.
      While ROP revenues were down, the company earned US$4.4
      million in profit for ROP for the quarter, an increase of
      104.4% over the third quarter of 2005.

   -- Neighborhood Targeted Products (Cluster Targeted):

      Neighborhood Targeted product revenues decreased 10.0% for
      the quarter to US$79.0 million.  This segment continued to
      be affected by a pullback in spending due to industry
      consolidations in the telecommunications and appliance
      manufacturing industries, and the reduction in spending of
      a specialty retail customer.  As expected, the company had
      a strong quarter in the sampling business.

   -- Household Targeted Products (1 to 1):

      Household Targeted product revenues were flat for the
      third quarter at US$12.6 million, as a result of securing
      new business to offset the loss of revenue associated with
      the discontinuance of PreVision's agency business.  The
      Household Targeted product segment continued to be
      profitable.

   -- International & Services:

      International & Services revenues are comprised of NCH
      Marketing Services, Valassis Canada and Promotion Watch.
      International & Services reported revenues of US$26.8
      million for the third quarter, up 22.4%, driven by
      increased revenue from the French media business and
      Valassis Canada.  During the quarter, the company
      recognized a US$1.7 million non-recurring charge, net of
      tax, related to the close-down of the French agency
      business as it continues to transition to a media-based
      business model.  The company also closed down the
      eSettlement unit of NCH with an associated US$0.6 million
      non-recurring charge, net of tax.

                           Outlook

"Regarding our current 2006 EPS guidance range of US$1.60 to US$1.80 per
share, we still have some selling time left in the year and some hard work
to do to get to the low end of this range, excluding transaction costs and
other, one-time charges," said Mr. Schultz.

"Additionally, several factors, including the pending outcome of the ADVO
litigation and continuing negotiations of the remaining FSI business to be
contracted for 2007, suggest that now is not the best time to provide 2007
EPS guidance.  At the same time, we believe existing contracts and those
currently in negotiation are expected to lead to a pricing decline next
year, similar to the one experienced in 2006, which is approximately 10
percent," Mr. Schultz concluded.

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

                        *    *    *

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


VITRO SA: Reports Strong Third Quarter 2006 Financial Results
-------------------------------------------------------------
Vitro SA de CV reported that year-over-year consolidated sales increased
7.9% and EBITDA rose 10.6%.  The consolidated EBITDA margin was up 40 basis
points to 16.9% for the quarter. Excluding the divestiture of Quimica M in
March 2006 and the acquisition of Vidrios Panamenos aka VIPASA in April
2006, consolidated sales rose 8.0% and consolidated EBITDA also excluding
the flat glass inventory reduction effect increased 13.4% year over year.

Alvaro Rodriguez, Chief Financial Officer, commented, "This was a very solid
quarter, from an operational and from a financial standpoint.  We achieved
the all-time highest comparable consolidated EBITDA and reported the lowest
comparable total gross debt level."

Mr. Rodriguez said, "We expected for things to start to slowdown at Glass
Containers, but our very strong management team has continued to report
outstanding results, with sales up 16% and EBITDA up 18%.  In fact,
comparable EBITDA was an all-time record for a third quarter.  Trends at
Flat Glass also remain very positive, with the business unit reporting the
highest third quarter EBITDA since 3Q04 (third quarter 2004).  On a
comparable basis, sales rose 2.3% and EBITDA, excluding the effect of the
inventory reduction, rose 12% for the quarter and 31% for the first nine
months."

"We continued to make progress with our strategy to reduce holding company
debt.  Year-over-year, we lowered gross debt at the holding company level by
US$103 million and consolidated gross debt by US$231 million to US$1.209
billion, the lowest level ever on a comparable basis.  In addition,
consolidated net debt declined by US$88 million during the same period.  We
also made headway with the sale of real estate.  At the beginning of the
year we said we would close US$40 million in real estate sales and I am
pleased to report that so far we have exceeded our target and closed real
estate sales for a total of US$43 million.  As part of this process we have
sold one of the buildings from our corporate headquarters complex, which
once again proves that there are no sacred cows at Vitro," Mr. Rodriguez
commented.

Vitro continues to focus and strengthen its core businesses, now by assuming
full control of Vitro Flex.

Hugo Lara, President of the Flat Glass business unit, said, "On Sept. 29,
2006, Vitro assumed 100% control of Vitro Flex, ending its joint venture
agreement.  This transaction provides Vitro Plan with the required
flexibility to optimize its auto safety glass manufacturing system.  We
intend to use this additional capacity to complement Vitro Automotriz, Vitro
Plan's largest auto glass subsidiary, and to further expand our business and
strengthen our relationship with our customers."

Mr. Rodriguez noted, "We continue to deliver on the financial plan
established during mid 2005 to move Vitro forward to become a company with
lower cost of capital, long term funds, higher cash flow generation and a
solid path to growth.  In fact, this quarter we launched a US$50 million
rights offering that is being subscribed by current shareholders who
strongly support our strategy, demonstrating their confidence in our
future."

                           Sales

Consolidated net sales for the quarter increased 7.9% year-on-year to US$621
million and 8.9% to US$2,357 million for the last twelve months of 2006.
Glass Containers sales for the quarter rose by 15.8%, year-on-year.  Flat
Glass sales remained flat over the same time period.

During the quarter domestic and foreign subsidiaries' sales grew 15.5% and
16.0% year-on-year, respectively.  Export sales decreased 13.2% during the
same period.

On a comparable basis, excluding the divestiture of Quimica M in March 2006
and the acquisition of Vidrios Panamenos aka VIPASA in April 2006,
consolidated net sales for the quarter rose 8.0% year-on-year.

                      EBIT and EBITDA

Consolidated EBIT for the quarter increased 10.2% YoY to US$57 million from
US$52 million last year.  EBIT margin increased 0.2 percentage points to
9.2%.  For the last twelve months of 2006, EBIT margin increased 1.2
percentage points to 7.5%.

EBIT for the quarter at Glass Containers increased by 21.8% year-on-year,
while at Flat Glass EBIT decreased 12.7%. On a comparable basis, Glass
Containers EBIT, excluding VIPASA, increased 19.7% year-on-year while Flat
Glass EBIT, excluding Quimica M, decreased 5.0% ear-on-year.

Consolidated EBITDA for the quarter increased 10.6% to US$105 million from
US$95 million in the third quarter of 2005.  The EBITDA margin increased 0.4
percentage points YoY to 16.9%.  On a comparable basis, excluding the
divestiture of Quimica M and the acquisition of VIPASA, consolidated EBITDA
for the quarter increased 11.3% year-on-year.  For the last twelve months of
2006, consolidated EBITDA increased 12.9% to US$368 million from US$326
million in the last twelve months of 2005.

During the quarter, EBITDA decreased 1.6% year-on-year at Flat Glass.
EBITDA at Glass Containers rose 18.3%.  On a comparable basis, excluding
Quimica M, EBITDA for Flat Glass during the quarter increased 4.8%
year-on-year while EBITDA for Glass Containers, excluding VIPASA, increased
16.1% year-on-year.  Glass Containers was the major EBITDA contributor for
the quarter.

Vitro's expense reduction effort continued to benefit results during this
quarter, SG&A was reduced by 0.8% compared with the third quarter in 2005.

                Consolidated Financing Cost

Consolidated financing costs for the quarter decreased to US$23 million
compared with US$38 million during the third quarter of 2005.  This was
primarily driven by a non-cash foreign exchange gain of US$18 million
compared to a non-cash foreign exchange loss of US$5 million in third
quarter of 2005.  During the third quarter of 2006 the Mexican Peso
appreciated by 2.5% compared with 0.1% depreciation in third quarter of
2005.  This effect more than offset an increase in other financial expenses
driven mainly by the negative value in derivate transactions.

A higher monetary position gain coupled with an increase in interest income
more than offset a slight increase in interest expense.

On a last twelve months basis, total consolidated financing cost increased
to US$205 million from US$108 million due to a non-cash foreign exchange
loss of US$14 million compared with a non-cash foreign exchange gain of
US$35 million in the same period last year and an increase in other
financial expenses driven mainly by the negative value in derivative
transactions.

                           Taxes

Total Taxes and PSW (Profit Sharing to Workers) increased from an expense of
US$8 million in third quarter of 2005 to an expense of US$22 million for
this quarter.  This increase, which does not represent a cash outflow, was
derived mainly from the reduction of fixed assets tax depreciation, which
generates a higher taxable income, and from the absence of benefit
recognition in 2005 from foreign subsidiaries.  During the third quarter of
2006 the higher taxable income was amortized against net operating tax
losses from previous years.

                   Consolidated Net Income

During the quarter the Company recorded a consolidated net income of US$14
million compared to a net loss of US$10 million during the same quarter last
year.  This variation is mainly a result of a decline in financing costs due
to a non-cash foreign exchange gain compared with an non-cash foreign
exchange loss in the third quarter of 2005 as well as a US$57 million EBIT
during the quarter compared with US$52 million in same quarter last year.
The factors more than offset higher income taxes and PSW.

                    Capital Expenditures

Capital expenditures for the quarter totaled US$24 million, compared with
US$26 million in the third quarter of 2005.  Flat Glass accounted for 21%
and was mainly invested in the final stage of the VF1 furnace repair and for
maintenance purposes.  Glass Containers represented 77% of total Capex
consumption and included investment in major furnace repairs, inspection
equipment and maintenance.

               Consolidated Financial Position

Consolidated gross debt as of Sept. 30, 2006, totaled US$1,209 million, a
quarter-on-quarter decrease of US$88 million.

Net debt, which is calculated by deducting cash and cash equivalents as well
as restricted cash accounted for in other current assets, decreased
quarter-on-quarter by US$17 million to US$1,132.  On a year-on-year
comparison, net debt decreased US$88 million.

As of 3Q'06, the company had a cash balance of US$77 million, of which US$71
million was recorded as cash and cash equivalents and US$6 million was
classified as other current assets.  The US$6 million is restricted cash,
which corresponds to cash collateralizing derivatives instruments -- US$1
million was recorded at Glass Containers and US$5 at the holding company.

   -- Vitro's average life of debt as of third quarter of 2006
      was 3.5 years compared with 3.9 years for third quarter of
      2005.

   -- Short-term debt as of Sept. 30, 2006, decreased by US$62
      million to 41% as average of total debt, compared with 43%
      in the second quarter of 2006.  These amounts include
      current maturities of long-term debt.

   -- As of Sept. 30, 2006, the company had an aggregate of
      US$136 million in off-balance sheet financing related to
      its sales of receivables and receivable securitization
      programs.  Flat Glass recorded US$71 million and Glass
      Containers recorded US$65 million.

   -- 44% of total short-term debt maturities are at the Holding
      Co. level.

   -- Revolving and other short-term debt, including
      trade-related debt, accounted for 47% of total short-term
      debt.  This type of debt is usually renewed within 28 to
      180 days.

   -- Current maturities of long-term debt, including current
      maturities of market debt, decreased by US$158 million to
      US$259 million from US$417 as of June 30, 2006, and as of
      third quarter of 2006 represented 53% of total short-term
      debt.

   -- Approximately 43% of debt maturities due in the remainder
      of 2006 are at the operating subsidiaries level.

   -- Market maturities during 2006 include medium-term notes
      denominated in Unidad de Inversion's.  Maturities for 2007
      include the Senior Notes at the Holding Company level,
      Vena's Euro Commercial Paper Programs, Vitro Plan's
      Syndicated Loan and Credit Facilities at the subsidiary
      level.

   -- Market maturities from 2008 and thereafter include the
      Senior Notes due in 2011 at VENA, the 2010 Secured Term
      Loan at VENA, long-term "Certificados Bursatiles" and the
      Senior Notes due in 2013 at the Holding Company level.

                       Cash Flow

Net free cash flow for the quarter decreased to US$10 million compared to
US$30 million in the third quarter of 2005.  This was principally the result
of higher Net Interest Expense and higher working capital needs in third
quarter of 2006, and was partially offset by higher EBITDA and lower capex
investments.

On a last-twelve-month basis, Vitro recorded a free cash flow of US$33
million compared to a negative US$7 million during the same period last
year.  Higher EBITDA as well as lower capex needs more than compensated for
the higher net interest expense.

                     Key Developments

Vitro Plan takes full control of Vitro Flex

On Sept. 29, 2006, Vitro Plan, SA de CV, Vitro's flat glass division, and
Visteon ended their Joint Venture agreement in Vitro Flex, SA de CV.  Vitro
Plan is now the sole owner of Vitro Flex.  Vitro Flex was a joint venture
formed in 1979 with Fairlane Holdings, a Visteon affiliate.  With sales of
US$79 million for the last twelve months ended June 30, 2006, Vitro Flex
manufactured tempered and laminated glass for use in Ford vehicles.

Fairlane will receive US$9.4 million for the 38% stake in Vitro Flex.  An
initial payment of US$ 2.0 million was made on
Sept. 29, 2006, which will be followed by four annual payments of US$1.85
million, starting on Sept. 30, 2007.  The transaction will be funded by
Vitro Flex with cash from operations.  During the life of the joint venture,
Visteon acted as the intermediary between Vitro Flex and Ford.  Vitro Flex
together with Vitro Automotriz will now directly manage their relationship
with Ford and will now serve all Vitro's automotive customers.  Under the
prior structure, contractual restrictions limited its ability to use excess
capacity for non-Ford volumes.

Hugo Lara, President of the Flat Glass business unit, commented "This
transaction provides Vitro Plan with flexibility to optimize its Auto
Safety-Glass manufacturing system.  In 2005 alone, we won 15 new OEM
platforms that will keep us at near 100-percent capacity utilization until
2011 in our VAU plants.  With nine months 2006 sales to Original Equipment
Manufacturers up 42% year over year, we believe that this transaction comes
at the right time.  We intend to use this additional capacity in our
automotive operations to continue supplying the growing needs of our OEM
clients.  By having Vitro Automotriz, Vitro Plan's largest auto glass
subsidiary, and Vitro Flex working together under the same umbrella, we
shall be able to further expand our business and strengthen our relationship
with all of our customers."

This transaction was done by means of Visteon's right to withdraw its equity
participation.

                 Capital Stock Increase

On Sept. 27, 2006, Vitro approved an increase in the variable portion of the
company's capital stock through which the company expects to receive funds
totaling MXN550 million.  Vitro's current shareholders may subscribe shares
by exercising their preemptive rights as provided in its corporate by-laws.
Shareholders approved that each of the 62,857,143 Vitro new Series "A"
nominative ordinary shares with no par value to be issued, representing the
capital increase, will be subscribed at a theoretical value of MXN1.00 plus
a subscription premium of MXN7.75 to be credited to Stockholders' Equity in
the Paid-in capital account.  As a result, each share will be subscribed at
a total value of MXN8.75.  Thus shareholders approved a MXN62,857,143
increase in the variable portion of the capital stock, which added to the
MXN487,142,858 million resulting from the subscription premium, will result
in a total of MXN550,000,000, which the company expects to obtain from this
capital increase.  Once shareholders subscribe to and pay for this increase
the company's capital stock will total MXN386,857,143 million.

Vitro Announces Successful Closing of US$110 million Senior Short Term
Guaranteed Notes Issued by Vitro Envases Norteamerica, SA de CV.

On Aug. 9, 2006, Vitro disclosed that its subsidiary, Vitro
Envases Norteamerica, SA de CV aka VENA, its glass containers division,
successfully closed the issuance of US$110 million aggregate principal
amount of Senior Short Term Guaranteed Notes.  The Notes have a 12-month
maturity and a 10% interest rate.  The net proceeds will be used to prepay
the US$105 million Loan Agreement with Credit Suisse at VENA.  The market
reacted very positively to the offering, which was oversubscribed by 40%.
This oversubscription, coupled with a lower interest rate than the loan to
be prepaid, demonstrates VENA's ability to access the market on more
favorable terms.

Headquartered in Nuevo Leon, Mexico, Vitro, SA de CV --
http://www.vitro.com/-- (NYSE: VTO; BMV: VITROA), through its subsidiary
companies, is one of the world's leading glass producers.  Vitro is a major
participant in three principal businesses: flat glass, glass containers and
glassware.  Its subsidiaries serve multiple product markets, including
construction and automotive glass; food and beverage, wine, liquor,
cosmetics and pharmaceutical glass containers; glassware for commercial,
industrial and retail uses.  Vitro also produces raw materials and equipment
and capital goods for industrial use, which are vertically integrated in the
Glass Containers business unit.

Founded in 1909, Monterrey, Mexico-based Vitro has joint ventures with major
world-class partners and industry leaders that provide its subsidiaries with
access to international markets, distribution channels and state-of-the-art
technology.
Vitro's subsidiaries have facilities and distribution centers in eight
countries, located in North, Central and South America, and Europe, and
export to more than 70 countries worldwide.

                        *    *    *

As reported in the Troubled Company Reporter on Mar. 27, 2006,
Standard & Poor's Ratings Services lowered its long-term local and foreign
currency corporate credit ratings assigned to glass manufacturer Vitro SA de
CV and its glass containers subsidiary Vitro Envases Norteamerica SA de CV
(Vena) to 'B-' from 'B'.

Standard & Poor's also lowered the long-term national scale corporate credit
rating assigned to Vitro to 'mxBB+' from 'mxBBB-' with negative outlook.

Standard & Poor's also lowered the rating assigned to Vitro's notes due 2013
and Servicios y Operaciones Financieras Vitro
SA de CV notes due 2007 (which are guaranteed by Vitro) to 'CCC' from
'CCC+'.  Standard & Poor's also lowered the rating assigned to Vena's notes
due 2011 to 'B-' from 'B'.




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


XEROX CORP: Moody's Confirms Ba1 Corporate Family Ratings
---------------------------------------------------------
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. Technology Hardware sector, the rating agency confirmed its Ba1
Corporate Family Rating for Xerox Corp.

Moody's revised its probability-of-default ratings and assigned
loss-given-default ratings to these securities:

                                                   Projected
                        Old POD  New POD  LGD      Loss-Given
   Debt Issue           Rating   Rating   Rating   Default

   US$700 million
   Sr. Notes
   due 2016             Ba2      Ba1      LGD3     48%

   US$620 million
   9.75% Sr. Notes
   due 2009             Ba2      Ba1      LGD3     48%

   US$688 million
   7.125% Sr. Notes
   due 2010             Ba2      Ba1      LGD3     48%

   US$542 million
   7.625% Sr. Notes
   due 2013             Ba2      Ba1      LGD3     48%

   US$50 million
   6.875% Sr. Notes
   due 2011             Ba2      Ba1      LGD3     48%

   US$1.25 billion
   Unsec.
   Revolving
   Credit Facility      Ba2      Ba1      LGD3     48%

   US$752 million
   Sr. Notes
   due 2011             Ba2      Ba1      LGD3     48%

   US$251 million
   Notes due 2016       Ba2      Ba1      LGD3     48%

   US$255 million
   Yen Notes
   due 2007             Ba2      Ba1      LGD3     48%

   US$75 million
   Notes due 2012       Ba2      Ba1      LGD3     48%

   US$60 million
   Notes due 2013       Ba2      Ba1      LGD3     48%

   US$50 million
   Notes due 2014       Ba2      Ba1      LGD3     48%

   US$25 million
   Notes dye 2018       Ba2      Ba1      LGD3     48%

   US$27 million
   Notes due 2008       Ba2      Ba1      LGD3     48%

   US$260 million
   Euro Senior
   Notes due 2009       Ba2      Ba1      LGD3     48%

   Medium Term Notes
   US$166 million       Ba2      Ba1      LGD3     48%

   Trust Preferred      Ba3      Ba2      LGD6     94%

   Shelf-Sr. Unsec.    (P)Ba2   (P)Ba1    LGD3     48%

   Shelf-Subordinated  (P)Ba3   (P)Ba2    LGD6     94%

   Shelf-Preferred     (P)B1    (P)Ba2    LGD6     97%

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 its ratings as 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 Stamford, Connecticut, Xerox Corp. --
http://www.xerox.com/-- develops, manufactures, markets, services and
finances a range of document equipment, software, solutions and services.
Xerox operates in over 160 countries worldwide and distributes products in
the Western Hemisphere through divisions, wholly owned subsidiaries and
third-party distributors.  The company has operations in Japan, Italy and
Nicaragua.




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


ADELPHIA COMMS: Twelve Groups of Creditors Object to Disclosure
---------------------------------------------------------------
Brian Rosen, Esq., Weil, Gotshal & Manges LLP, in New York, argues that the
disclosure in the revised Second Supplemental Disclosure Statement regarding
the global settlement embodied in the revised Fifth Amended Plan of
Reorganization of Adelphia Communications Corp. is misleading.

Mr. Rosen represents Aurelius Capital Management, LP; Banc of
America Securities LLC; Catalyst Investment Management Co., LLC;
Drawbridge Global Macro Advisors LLC; Drawbridge Special
Opportunities Advisors LLC; Elliott Associates, LP; Farallon
Capital Management, L.L.C.; Noonday Asset Management, L.P.; Perry Capital
LLC; and Viking Global Investors LP, holders or investment advisors to
certain holders of notes and debentures issued by the Company and
aggregating over US$1,081,000,000.

Mr. Rosen notes that the Global Settlement is touted as resulting in a
transfer of US$1,080,000,000 in value for the benefit of the Company's
unsecured creditors.  However, since the initial publication of the
US$1,080,000,000 figure, the ACC Settling Parties, namely: Tudor Investment
Corp.; Highfields Capital; and any ACC Senior Noteholders that agreed to be
bound by the provisions of the Global Settlement as and are represented by
Goodwin Procter LLP, in connection with the ACOM Debtors' Chapter 11 Cases,
have made a series of concessions to other parties-in-interest that
effectively reduce the amount to less than US$1,000,000,000.  Among others,
concessions have been made to the Banks, holders of Olympus Parent Notes and
holders of FPL Notes, Mr. Rosen states.

Mr. Rosen asserts that it is imperative that full disclosure be
made that:

     -- in each discussion of the Global Settlement, the
        US$1,080,000,000 has already been reduced and may be
        further reduced if additional concessions are made;

     -- the Plan authorizes Tudor and Highfields, on behalf of
        all ACC unsecured creditors, to waive the requirement
        that a minimum of US$1,080,000,000 be made available and
        to do so without notice or an opportunity to be heard;

     -- neither Tudor nor Highfields agreed to the Global
        Settlement as fiduciaries, but instead did so in their
        individual capacities; and

     -- neither the ACOM Debtors nor the Official Committee of
        Unsecured Creditors considered the merits of the
        intercreditor disputes when deciding to support the
        Global Settlement or to propose the Plan based on the
        Global Settlement.

Mr. Rosen further argues that:

    (a) the disclosure regarding the broad exculpation and
        release provisions available under the Plan and the
        necessity of those provisions is incomplete and
        inconsistent; and

    (b) the disclosure regarding the valuation and distribution
        of TWC Class A Common Stock is inadequate and
        misleading.

OZ Management, L.L.C., Chesapeake Partners L.P., and Satellite
Asset Management, L.P., holders of ACC Senior Notes having an
aggregate principal amount of approximately US$625,000,000 -- or
approximately US$12.7% of the ACC Senior Notes -- and unrestricted members
of the Ad Hoc Committee of ACC Senior Noteholders, state that they oppose
the Global Settlement embodied in the Plan.

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the Rigas
family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection on March
31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642).  Their cases
are jointly administered under Adelphia Communications and its
debtor-affiliates chapter 11 cases.  (Adelphia Bankruptcy News, Issue No.
150; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ADELPHIA COMMS: Judge Gerber Lets Exclusivity Period Continue
-------------------------------------------------------------
The Honorable Robert E. Gerber, U.S. Bankruptcy Court for the
Southern District of New York, denied the Adelphia Communications Corp.
Bondholder Group's request to terminate the Debtors' exclusive periods.

The Court notes that since the plan solicitation process is
underway, this time is the "wrong time" to terminate the Debtors'
exclusivity.

The ACC Bondholder Group, Judge Gerber recounts, argued that the
Debtors involuntarily waived exclusivity by co-proposing their
plan of reorganization with the Official Committee of Unsecured
Creditors.  The ACC Bondholder Group also argued that an extension of the
Debtors' exclusivity is unwarranted at this time, and that the plan process
should now be opened up to competing plans.

"Joint plans are proposed for good reason; they are reflective of the
consensus building that's the goal in chapter 11, and give the creditors who
are asked to vote on the plan comfort that those who've been following the
case and share their interests believe that the plan should be solicited.  I
am not going to penalize [the ACOM] Debtors for having done likewise," Judge
Gerber says.

Judge Gerber notes that the Joint Plan now appears to have very
considerable, but not total, support.  "Its supporters include
Tudor and Highfields, which had been participants in the
settlement process from the very outset, and were at various times the
representatives or among the representatives of the ACC Parent bondholders.
But the members of the ACC Bondholder Group (some of whom were also
participants in the settlement process, at least toward the end) don't like
the Joint Plan."

According to Judge Gerber, terminating the Debtors' exclusivity,
just a few weeks before the Debtors might be in a position to
confirm a plan, would be at odds with moving the case forward, and could be
disastrous.  Judge Gerber also expressed concern that some creditor
constituencies might file their own "wish list" plans.

"A competing plans battle now might well jeopardize current
fragile agreements between various stakeholders, re-ignite
intercreditor disputes, and push this process back to square one.  A
competing plans battle would also likely drag out the
solicitation process, subjecting the estate to substantial extra
costs that might otherwise be avoided, including huge IPO costs
associated with making Time Warner stock freely tradable," Judge
Gerber says.

Judge Gerber notes that the Joint Plan has secured very
substantial, but not universal, indications of potential approval.  "I
believe that the proposed plan plainly deserves to be put up for a vote. . .
.  I disagree with the contentions that the process that led up to the term
sheet that underlies it was in any way unlawful or illegitimate."

"The proposed plan will go out for a vote," Judge Gerber
reiterates, "Many creditors, particularly bondholders at the ACC
Parent level, have not been heard from, one way or the other. And at least
for the relatively brief period of 6 to 8 weeks during which we'll ascertain
whether the Joint Plan has the requisite support and is confirmable, I will
keep exclusivity in place."

A full-text copy of Judge Gerber's 24-page Bench Decision is
available for free at http://ResearchArchives.com/t/s?11f3

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the Rigas
family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection on March
31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642).  Their cases
are jointly administered under Adelphia Communications and its
debtor-affiliates chapter 11 cases.  (Adelphia Bankruptcy News, Issue No.
150; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ALBERTO-CULVER: Fourth Quarter 2006 Sales Reach US$974.3 Million
----------------------------------------------------------------
Alberto-Culver Co. reported that fourth quarter 2006 sales increased 8.2% to
US$974.3 million while pre-tax earnings including non-core items increased
11.4% to US$101.1 million.  Net earnings including non-core items increased
11.7% to US$65.8 million.  Diluted net earnings per share were 70 cents in
the fourth quarter of 2006, after the deduction of 2 cents for stock option
expense and 2 cents for fees and expenses related to the agreement with a
company formed by a fund managed by Clayton, Dubilier & Rice or CD&R to
separate the company's consumer products and Sally/BSG businesses.

Fiscal year 2005 fourth quarter diluted net earnings per share were 63 cents
after a 3 cent deduction for the non-cash charge relating to the conversion
to a single class of stock and a 1 cent deduction related to the terminated
agreement with Regis Corp.  The transaction involving CD&R and the
terminated agreement with Regis are referred to collectively herein as the
"Sally transactions."

Excluding non-core items, pre-tax earnings in the fourth quarter increased
11.2% to US$106.3 million while net earnings were up 12.6% to US$70.0
million from US$62.2 million in the prior year.  Fourth quarter diluted net
earnings per share were 74 cents compared to 67 cents in 2005 excluding the
non-core items.

Sales for the 2006 fiscal year grew by 6.8% to US$3.77 billion. Including
non-core items, pre-tax earnings for fiscal year 2006 decreased 5.0% to
US$308.3 million while net earnings were lower by 2.6% at US$205.3 million.
Diluted net earnings per share for the year were US$2.20, after the
deduction of 41 cents for expenses related to the Sally transactions and 11
cents for stock option expense, versus US$2.27 per share in the prior year
after a 10 cent deduction for the non-cash charge relating to the conversion
to a single class of stock and a 1 cent deduction related to the Sally
transactions.

Excluding non-core items, pre-tax earnings in fiscal year 2006 increased
12.5% to US$383.0 million and net earnings increased 14.8% to US$254.0
million from US$221.3 million in the prior year. Diluted net earnings per
share for the year improved to US$2.72 from US$2.38 last year excluding the
non-core items.

Commenting on the quarter and year, Alberto-Culver President and Chief
Executive Officer Howard Bernick said, "We are very pleased today to report
our fifteenth consecutive year of record sales and record earnings for the
Alberto-Culver Company.  During these past fifteen record years, our
revenues have been growing at a compound annual growth rate of 10.7% while
our operating earnings excluding non-core items have grown at a 14.7%
compounded annual growth rate, a record that we are very proud to have
achieved."

Mr. Bernick continued, "Our consumer products group delivered another strong
quarter and year.  Led by Nexxus and TRESemme and behind heavy advertising
investments, the consumer group finished the year with sales growth of 9.4%
and operating earnings growth of 11.3%."

Mr. Bernick went on to say, "Our Sally store business generated solid
top-line growth rates while expanding operating margins in the year to an
all time high of 13.1%.  Beauty Systems Group, coming off a difficult fiscal
year 2005, finished the year with sales growth of 6.5% and operating
earnings growth of 20.4%. The Company ended the quarter with 2,511 Sally
stores in the U.S., Canada, Mexico, Puerto Rico, the U.K., Ireland, Germany
and Japan and our Beauty Systems Group had 828 stores and 1,192 professional
distributor sales consultants at Sept. 30, 2006."

"Consolidated worldwide advertising and other marketing expenditures
invested behind our brands and businesses in 2006 increased by a healthy
17.4% to US$306 million from US$261 million in 2005," stated Mr. Bernick.

Mr. Bernick added, "As I reflect back on fiscal year 2006, I find it to have
been a transformational year for the Alberto-Culver Company. In addition to
producing another record year of sales and earnings growth, we announced a
strategic initiative to separate our consumer products business and our
Sally/BSG distribution business into two independent public companies.  The
main factor behind this decision was the elimination of multi level channel
conflicts that existed between the businesses.  In the coming weeks, with
shareholder approval and the satisfaction of other closing conditions, we
will complete the separation and our shareholders will own 100% of the new
Alberto- Culver, a focused consumer products company, and 52.5% of the new
Sally/Beauty Systems Group, a leading beauty supply distribution business,
in addition to receiving US$25 in cash for each share owned. Both new
businesses have a solid foundation in place to succeed and extremely capable
management teams.  We hope that all shareholders will continue to share in
the growth and prosperity of both businesses in the coming years."

Carol L. Bernick, Alberto-Culver Company Chairman of the Board, said, "I am
very proud of our performance in this quarter and fiscal year, another
record sales and earnings year for the Alberto-Culver Company. But beyond
the numbers themselves, I am proud of the commitment and focus they
represent on the part of both the consumer products and Sally Beauty teams.
During this period, while a great deal of discussion and planning for the
next chapter in the Company's history has taken place, all have realized the
importance of continuing to produce strong growth for our businesses and
responded to that imperative with these excellent results."

Alberto-Culver also announced that in place of the regular 13 cent quarterly
cash dividend, shareholders will instead receive a US$25 per share special
cash dividend (approximately US$2.4 billion) this quarter as part of the
transaction separating the Company's businesses. The US$25 special cash
dividend will be paid shortly after the closing of the transaction to
shareholders of record on the closing date, which is expected to occur in
mid-November.  Following the completion of the separation, new
Alberto-Culver expects to pay a regular quarterly dividend and plans to
announce the next quarterly dividend in late January, 2007, while new
Sally/BSG does not expect to pay a regular quarterly dividend at this time.

Albert-Culver had three non-core items impacting its financial results in
fiscal year 2006:

   -- stock option expense recorded in accordance with Statement
      of Financial Accounting Standards (SFAS) No. 123 (R);

   -- fees and expenses related to the Sally transactions; and

   -- a non-cash charge related to the company's conversion to
      one class of common stock.

In addition, the non-cash charge from the conversion to one class of common
stock and the Sally transactions also affected fiscal year 2005.

Effective Oct. 1, 2005, Albert-Culver adopted SFAS No. 123 (R) pertaining to
the expensing of stock options.  As allowed by the statement, the Company
elected not to restate its previously issued financial statements and
instead adopted SFAS No. 123 (R) on a "modified prospective" basis.  The
company recorded stock option expense in the fourth quarter of fiscal year
2006 that reduced pre-tax earnings by US$3.0 million (US$1.9 million after
tax) and basic and diluted net earnings per share by 2 cents.  For fiscal
year 2006, stock option expense reduced pre-tax earnings by US$15.9 million
(US$10.3 million after tax) and basic and diluted net earnings per share by
11 cents.  The stock option expense recorded in fiscal year 2006 had no
effect on the operating profits or cash flows of the company's business
segments or on the consolidated cash flows of the company.

In connection with the proposed separation of consumer products and
Sally/BSG, Alberto-Culver incurred transaction expenses which reduced fiscal
year 2006 fourth quarter pre-tax earnings and net earnings by US$2.2 million
and basic and diluted net earnings per share by 2 cents. For fiscal year
2006, transaction expenses related to the terminated Sally spin/merge
transaction with Regis Corporation and the proposed separation of consumer
products and Sally/BSG reduced pre-tax earnings by US$58.8 million (US$38.3
million after tax), basic net earnings per share by 42 cents and diluted net
earnings per share by 41 cents.  The transaction expenses for the full year
included a US$50 million termination fee paid to Regis in the third quarter
of fiscal year 2006.

The company also incurred transaction expenses related to the terminated
Sally spin/merge with Regis in 2005 that reduced fourth quarter and fiscal
year 2005 pre-tax earnings by US$1.5 million (US$1.0 million after tax) and
basic and diluted net earnings per share by 1 cent.

Prior to the adoption of SFAS No. 123 (R), U.S. generally accepted
accounting principles required that the Company record a non-cash charge due
to the re-measurement of the intrinsic value of stock options affected by
the November, 2003 conversion to a single class of common stock.  GAAP did
not allow Albert-Culver to record the entire non-cash charge related to the
share conversion immediately when it took place during the fiscal 2004 first
quarter.

In fiscal year 2005, the non-cash charge reduced pre-tax earnings in the
fourth quarter by US$3.4 million (US$2.2 million after tax) and basic and
diluted net earnings per share by 3 cents.  For fiscal year 2005, the
non-cash charge reduced pre-tax earnings by US$14.5 million (US$9.4 million
after tax) and basic and diluted net earnings per share by 10 cents.  Due to
the adoption of SFAS No. 123 (R) effective Oct. 1, 2005, the amount of the
non-cash charge impacting the fourth quarter and fiscal year 2006 was nearly
zero.  The non-cash charge relates to a change in the capital structure of
the Company rather than the normal operations of the company's core
businesses and had no effect on the operating profits or cash flows of the
company's business segments or on the consolidated cash flows of the
company.

Alberto-Culver Co. manufactures, distributes and markets leading personal
care products including Alberto VO5, St. Ives, TRESemme and Nexxus in the
United States and internationally.  Sally Beauty Co. is the world's number
one marketer of professional beauty care products through its chain of
domestic and international Sally stores.  Beauty Systems Group is a network
of stores and professional sales consultants selling exclusive professional
beauty care brands such as Matrix, Redken, Paul Mitchell, Wella, L'Oreal,
Graham Webb and Sebastian exclusively to salon owners, salon professionals
and franchisees.

Sally Holdings, LLC will own the beauty retail operations and the beauty
distribution businesses currently owned by Alberto-Culver Company.
Alberto-Culver is separating its consumer products business from its
Sally/BSG operations, into two publicly traded companies.

New Sally, through intermediate holding company Sally Investment Holdings,
LLC, will own Sally Holdings.  Sally Holdings will own the operating
subsidiaries and Sally Capital Inc.

New Sally Holdings, Inc., headquartered in Denton, Texas, will be a leading
national retailer and distributor of beauty supplies with operations under
its Sally Beauty Supply and Beauty Systems Group businesses.  For the fiscal
year ended Sept. 30, 2005, New Sally's revenues exceeded US$2.2 billion.
The company has stores in Canada, Mexico, Puerto Rico, the U.K., Ireland,
Germany and Japan.

                        *    *    *

Moody's Investors Service assigned on Oct. 25, 2006, first time ratings,
including a corporate family rating of B2 and a speculative grade liquidity
rating of SGL-2, to Sally Holdings, LLC.

The rating outlook is stable.  The ratings are conditional upon review of
final documentation.

These were the rating actions:

     -- Corporate family rating at B2

     -- Probability-of-default rating at B2

     -- US$400 million senior secured guaranteed bank revolving
        credit facility at Ba2 (LGD 1, 7% LGD rate)

     -- US$1.07 billion senior secured guaranteed term loans at
        B2 (LGD 4, 50% LGD rate)

     -- US$430 million senior unsecured guaranteed notes at B2
        (LGD 4, 55% LGD rate)

     -- US$280 million unsecured senior subordinated guaranteed
        notes at Caa1 (LGD 6, 93% LGD rate)

     -- Speculative Grade Liquidity Rating of SGL-2


G+G RETAIL: Judge Drain Approves Disclosure Statement
-----------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York approved Oct. 18, 2006, the
Disclosure Statement of G+G Retail Inc.'s Plan of Liquidation.

Judge Drain determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind -- for creditors
to make informed decisions when the Debtor asks them to vote to accept the
Plan.

                    Summary of the Plan

As reported in the Troubled Company Reporter on Sept. 20, 2006,
the Debtor's Plan provides for a distribution of cash to holders
of allowed claims.  In addition, the Plan also provides for the
issuance of new common stock.  The new common stock will be
treated as Plan assets and any proceeds of the new common stock
will be distributed as Plan proceeds to the holders of allowed
claims.

The Debtor will conduct no business after the effective date of
the Plan other than the winding up of its affairs.

Payments under the Plan will be funded from the proceeds of the
sale of substantially all of the Debtors' assets to Max Rave, LLC, and the
liquidation of all other assets not included in the sale.  Max Rave
purchased the Debtors assets for US$35 million in cash plus payment of
approximately US$10.4 million of inventory purchased postpetition,
assumption of US$2.1 million in liabilities for gift certificates,
assumption of certain leases and the payment of cure amount on the assigned
leases.

                     Treatment of Claims

Priority Claims, totaling US$135,000, will be paid in full and in cash on
the effective date of the Plan.

Convenience Claims, estimated to aggregate US$744,000, will receive cash
payment equal to 40% of the allowed amount of the claim.

Holders of reclamation claims who agree to the Debtors' proposed
treatment of their claims, will receive a cash payment equal to
the reclamation settlement payment scheduled by the Debtor.
Holders who elect not to avail of the settlement will be treated
as general unsecured creditors.  The Debtor estimates reclamation claims to
total US$850,000.

Under the Plan, General Unsecured Creditors are anticipated to
recover 50% of the allowed amount of their claims.  Unsecured
claims are estimated to total US$41 million.  Holders of an allowed
unsecured claim will receive a pro rata share of net plan proceeds pursuant
to the terms of the plan.

Subordinated claims, totaling US$750,000, will not receive
distributions under the plan.

Equity interest holders also get nothing under the plan.

A full-text copy of the Disclosure Statement is available for a
fee at:

  http://www.researcharchives.com/bin/download?id=060919052441

Headquartered in New York, New York, G+G Retail Inc. retails
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2006 (Bankr.
S.D.N.Y. Case No. 06-10152).  William P. Weintraub, Esq., Laura
Davis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.
Hehn, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub
LLP.  Scott L. Hazan, Esq.. at Otterbourg, Steindler, Houston &
Rosen, P.C., represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets of more than US$100 million and debts between
US$10 million to US$50 million.


G+G RETAIL: Plan Confirmation Hearing Scheduled on Dec. 6
----------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York set 10:00 a.m. on
Dec. 6, 2006, to consider confirmation of G+G Retail Inc.'s Plan of
Liquidation.

                     Objection Deadline

Objection to confirmation of the Debtors' Plan, if any, must be
submitted by 4:00 p.m. on Nov. 22, 2006.

Objections must:

   -- be in writing;

   -- conform to the Federal Rules of Bankruptcy Procedure and
      the Local Bankruptcy Rules for the Southern District of
      New York;

   -- be filed with the U.S. Bankruptcy Court in accordance with
      General Order M-242 (as amended);

   -- be submitted in hard copy form directly to the chambers of
      Judge Drain; and

   -- be served to these parties:

      a. counsel for the Debtor

         Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP
         780 Third Avenue, 36th Floor
         New York, NY 10017-2024
         Attn: Laura Davis Jones, Esq.
               William P. Weintraub, Esq.
         Tel: (212) 561-7700
         Fax: (212) 561-7777

      b. counsel for the Official Committee of Unsecured
         Creditors

         Otterbourg, Steindler, Houston & Rosen, P.C.
         230 Park Avenue
         New York, NY 10169-0075
         Attn: Scott L. Hazan, Esq.
               Steven B. Soll, Esq.

      c. Office of the United States Trustee for
         the Southern District of New York
         33 Whitehall Street, 21st Floor
         New York, NY 10004
         Attn: Tracy Hope Davis, Esq.

The record date for purposes of determining the parties entitled
to vote on the plan was Oct. 18, 2006.

All ballots must be received by Nov. 22, 2006.

Additional information can be obtained at:

         Bankruptcy Services LLC
         FDR Station
         P.O. Box 5014
         New York, NY 10150-5014
         Attn: Laura Campbell
         Tel: (646) 282-2500
         http://bsillc.com/

Headquartered in New York, New York, G+G Retail Inc. retails
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2006 (Bankr.
S.D.N.Y. Case No. 06-10152).  William P. Weintraub, Esq., Laura
Davis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.
Hehn, Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub
LLP.  Scott L. Hazan, Esq.. at Otterbourg, Steindler, Houston &
Rosen, P.C., represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets of more than US$100 million and debts between
US$10 million to US$50 million.




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


BRITISH WEST: Staff in Canada Claims Unfair Treatment
-----------------------------------------------------
The workers at the Canadian unit of British West Indies Airlines aka BWIA
has joined their US counterpart in claiming unfair treatment by the airline,
Newsday reports.

As reported in the Troubled Company Reporter-Latin America on Oct. 27, 2006,
BWIA workers who are stationed in the US held demonstrations against the
voluntary separation package the airline offered, saying that the offer was
significantly less than what was offered to their Trinidad and Tobago and
Barbados counterparts.  Documents highlighting the vast differences between
packages offered to a worker who has served the company for 25 years say
that the package for employees in:

          -- Trinidad and Tobago was TT$295,198.80;
          -- Barbados at BD$69,680.00 or TT$195,104.00; and
          -- Miami US$12,000 or TT$75,600.00.

However, BWIA said in a statement that it has completed voluntary separation
package negotiations locally and with its workers in the US and continues to
negotiate in good faith with all unions.

The Aviation Communication and Allied Workers Union or ACAWU told Newsday
that BWIA workers in the US and Canada were monitoring talks between the
airline and unions in Trinidad and Tobago, after BWIA disclosed on Sept. 8
that it would halt operations.

The US and Canadian workers were satisfied when they saw fairness in the
give and take negotiations in Trinidad and Tobago and were hoping to receive
similar treatment in their negotiations, Newsday says, citing ACAWU.

ACAWU told Newsday that BWIA's negotiating team from Trinidad and Tobago
traveled to Miami, USA, on Oct. 12 for talks with the International
Aerospace and Mechanics Union or IAMU.  On Oct. 12, the BWIA team gave that
union a take it or leave it separation package of 20 weeks.

The packages offered to the US and Canadian workers had similarities to
those given to employees in Trinidad and Tobago.  However, the latter was
given a more lucrative package of one month per year of service and weeks of
talks, Newsday says, citing ACAWU.  The BWIA staff in the US and Canada have
been treated with disrespect.

BWIA told Newsday that its voluntary separation package talks the IAMU were
based on criteria outlined in negotiations in Trinidad & Tobago.  The
airline signed a memorandum of agreement with the IAMU resulting from
mediation with the US National Mediation Board on Oct. 12.

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

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

The Trinidad & Tobago government, which owns 97.188% of BWIA, decided to
shut down the airline on Dec. 31, 2006, and reopen a new airline that will
be called Caribbean Airlines.  The government approved a substantial capital
injection for the creation of Caribbean Airlines.


DIGICEL LTD: Calls on Gov't to Intervene on Dispute with TSTT
-------------------------------------------------------------
"We (Digicel Ltd.) continue to call on the government and the
Telecommunications Authority of Trinidad & Tobago to enable our customer's
calls reach TSTT (Telecommunications Services of Trinidad and Tobago)
customers" the Tobago News reports, citing Kevin White, the chief executive
officer of Digicel Trinidad and Tobago.

As reported in the Troubled Company Reporter-Latin America on Oct. 25, 2006,
the Telecommunications Authority called for immediate action from TSTT to
fully cooperate with the investigation resulting from Digicel's complaint
against TSTT.  Digicel claimed that TSTT intentionally blocked the former's
calls.  TSTT denied the accusation.

According to the Tobago News, Digicel welcomed the call from the
Telecommunications Authority.  The company is demanding that TSTT fully
cooperates with the authority's investigation and immediately allows its
engineers to visit and inspect their network facilities.

Digicel said in a statement, "TATT have made multiple attempts for such
cooperation but there has been no substantial response from TSTT nor have
they provided the Authority with information or evidence to absolve it of
any fault."

"Statistics verified by TATT show that the number of blocked calls has
increased from the period of late September 2006 to date," Digicel told the
Tobago News.

Digicel confirmed to the Tobago News that it was prepared to take a legal
action under the 2001 Telecommunication Act of Trinidad & Tobago to make
sure that its clients no longer experience inconveniences and that any
guilty parties be punished.

The Tobago News relates that under the Trinidad and Tobago law, Digicel and
TSTT must provide non-discriminatory service to the two firm's clients.

"Competition is here -- it's good, it's healthy and it's driving development
and innovation in telecommunication services.  TSTT and their counterparts
Cable & Wireless need to face reality and meet their competitors on a level
playing field," Mr. White told the Tobago News.

Digicel Ltd. 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, Bermuda, 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.  Moody's changed the outlook to stable from positive.

                        *    *    *

Fitch Ratings assigned on July 14, 2006, a 'B' rating to Digicel Ltd'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.


DIGICEL LTD: Reluctant to Sign Interconnection Pact, Says Rival
---------------------------------------------------------------
Telecommunications Services of Trinidad and Tobago aka TSTT told Newsday
that it could not understand Digicel Ltd.'s reluctance in signing a final
interconnection accord with the company.

Bernard Mitchell, the chief operating officer of TSTT, said that the firm
remains open for discussion with Digicel, Newsday relates.

Mr. Mitchell told Newsday that TSTT has had several meetings with Digicel at
the Telecom Authority's offices in San Juan and even sent a copy of the
final interconnection agreement to Digicel in recent weeks.

There has been no response from Digicel whether it wants to sign the accord
at this time, Newsday says, citing Mr. Mitchell.  He remains hopeful that a
final interconnection agreement would be signed between the two companies in
the future.

Digicel Ltd. 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, Bermuda, 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.  Moody's changed the outlook to stable from positive.

                        *    *    *

Fitch Ratings assigned on July 14, 2006, a 'B' rating to Digicel Ltd'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.


DIGICEL LTD: Rival Firm Blames Call Problem on Software Conflict
----------------------------------------------------------------
The Telecommunications Services of Trinidad and Tobago aka TSTT said in a
statement that the call conflict with Digicel Ltd. was due to a software
conflict resulting from the "decommissioning" of its Time Division Multiple
Access, and that it has not intended to block calls from Digicel's clients
as the latter claimed.

According to a TSTT statement, the software conflict has been resolved and
the company was waiting for feedback from Digicel as to whether that problem
is still affecting the latter's users.

Digicel was trying to distract the public from the fact that after two
months, it refuses to conclude an interconnection accord based on the
decision arrived at by the Telecom Authority appointed arbitration panel
earlier this year, Newsday says, citing TSTT.

TSTT told Newsday that the panel recommended the adoption of a mobile
interconnection rate of between 38 cents and 53 cents to make sure that
prices for local telecom services remain affordable.

However, Kevin White -- the chief executive officer of Digicel Trinidad &
Tobago -- told Tobago News, "This situation has nothing to do with the
ongoing interconnection discussions between Digicel and TSTT but it's about
the customer's right to be able to stay in contact with friends, family and
vital emergency services at all times."

Digicel Ltd. 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, Bermuda, 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.  Moody's changed the outlook to stable from positive.

                        *    *    *

Fitch Ratings assigned on July 14, 2006, a 'B' rating to Digicel Ltd'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.




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


* URUGUAY: Declares Issue Prices on New Reopened Bonds
------------------------------------------------------
The Republic of Uruguay, in line with the schedule of its invitation to
holders of Eligible Bonds to exchange their bonds for the New Reopened Bonds
in a series of related modified Dutch auctions launched Oct. 19, 2006,
declared these reopening issue prices (excluding, in each case, any related
accrued and unpaid interest):

                                 New Reopened Bond Issue Price

   8.00 % Bonds due 2022                   106.75%
   7.625% Bonds due 2036                   100.75%



Information regarding the exchange offer and the related cash tender offer
is described in a Prospectus dated June 5, 2006, and a Prospectus Supplement
dated Oct. 19, 2006, that have been filed with the U.S. Securities and
Exchange Commission.

The Offer will expire at 4:30 p.m., New York City time, on
Oct. 27, 2006.  Settlement is currently expected to take place on or about
Nov. 14, 2006.

Citigroup, Morgan Stanley and UBS Investment Bank act as Dealer Managers for
the Offer, and Citibank N.A. acts as Exchange Agent.  Dexia Banque
Internationale a Luxembourg acts as Luxembourg Exchange Agent.

Holders of Eligible Bonds or their custodians may request a copy of the
invitation document from:

          DF King:
          Tel: 1-800-859-8511 (toll free number)
               1-(212)-269 5550 (outside US)

A holder of Eligible Bonds desiring to participate in any of the exchange
offers or the cash tender offer must submit, or arrange to have submitted on
its behalf, a duly completed letter of transmittal electronically via the
Offer Website.  The Offer Website is only accessible by password, which a
holder may obtain by contacting:

          Citigroup
          Tel: 212-723-9474 (New York)
               44-207-986-9283 (London)

The holder, or the person acting on its behalf, must follow the procedures
for submitting the letter of transmittal and delivering bond instructions
described in the materials relating to the offers and the cash tender offer
posted at that Offer Website.

The invitation is being made pursuant to the prospectus supplement and the
prospectus, which are available on the SEC website at:
http://www.sec.gov/Archives/edgar/data/102385/000095012306012737/y25981be424b5.htm

The additional information of Uruguay and regarding the invitation is
available from the SEC's website and also accompanies this free-writing
prospectus:
http://www.sec.gov/Archives/edgar/data/102385/000090342306001145/repofuruguay-fwp_1020.htm

A request for a copy of the prospectus and prospectus supplement may be
directed to:

          Citigroup Global Markets Inc,
          Tel: 1-877-858-5407 (outside U.S.)
               212-723-6171 (call collect)

                     -- or --

          Morgan Stanley & Co. Inc.
          Tel: 212-761-4000 (call collect)

                     -- or --

          UBS Securities LLC
          Tel: 1-800-503-4611
               1-888-722-9555 ext. 1088


                        *    *    *

Fitch Ratings assigned these ratings on Uruguay:

                     Rating     Rating Date

   Country Ceiling     BB-      Mar. 7, 2005
   Long Term IDR       B+      Dec. 14, 2005
   Short Term IDR      B       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating      BB-      Mar. 7, 2005


* URUGUAY: State Firm Mulls Thermo Plant Project with Brazil
------------------------------------------------------------
Ariel Ferragut -- the spokesperson of UTE, the state-run power company of
Uruguay -- told Business News Americas that it is considering plans on
constructing a US$200-million thermo plant with Petroleo Brasileiro SA, the
state-owned oil firm of Brazil.

According to BNamericas, the 200-megawatt, diesel-fired plant will be built
in the Maldonado department in Uruguay.

Mr. Ferragut told BNamericas that the plant could operate on another power
source likes natural gas and coal, depending on availability and prices.

Petroleo Brasileiro and UTE would start international tenders for the
plant's construction and equipment supply, once the two firms agree on
developing the project, BNamericas says, citing Mr. Ferragut.

                        *    *    *

On Sept 11, 2006, Fitch rated Uruguay's US$400 million issue of
5% inflation-indexed bonds payable in U.S. dollars and maturing
Sept. 14, 2018 'B+'.




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


CITGO PETROLEUM: Refinery Implements Flaring Reduction Project
--------------------------------------------------------------
The Citgo Lemont Refinery, which belongs to Citgo Petroleum Corp.,
implemented a flaring reduction project aimed at eliminating sources to the
flare system.

The project team successfully identified and eliminated some of the major
flare sources, which reduced certain emissions by 76% and produced a large
energy savings.

Lemont Refinery replaced burners on three of its largest process heaters,
resulting in an 80% reduction in certain emissions and a five percent
improvement in burner efficiency.

Lemont Refinery undertook a leak detection and repair project, which reduced
estimated annual volatile organic compounds emissions to 9.2 tons in 2005
from 109.0 tons in 2000.

Lemont Refinery reduced the amount of benzene in its wastewater by over 75%
through:

          -- improved in-line sampling plan,
          -- source elimination,
          -- process improvements, and
          -- operator training.

Additional benefits of this change include recycling and reuse of
petroleum-based wastes, and reduced load to the wastewater treatment plant.

Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect, wholly owned
subsidiary of Petroleos de Venezuela S.A., the state-owned oil company of
Venezuela.

PDVSA is Venezuela's state oil company in charge of the development of the
petroleum, petrochemical, and coal industry, as well as planning,
coordinating, supervising, and controlling the operational activities of its
divisions, both in Venezuela and abroad.

                        *    *    *

Standard and Poor's Ratings Services assigned a 'BB' rating on Citgo
Petroleum Corp.

Citgo Petroleum carries Fitch's BB- Issuer Default Rating.  Fitch also rates
the company's US$1.15 billion senior secured revolving credit facility
maturing in 2010 at 'BB+', its US$700 million secured term-loan B maturing
in 2012 at 'BB+', and its senior secured notes at 'BB+'.


SUPERIOR ENERGY: Commences Exchange for 6-7/8% Notes Due 2014
-------------------------------------------------------------
Superior Energy Services, Inc., disclosed that SESI, L.L.C., its wholly
owned subsidiary, has commenced an exchange offer for its outstanding 6-7/8%
Senior Notes due 2014.

These notes originally were issued in a May 22, 2006, private offering in an
aggregate principal amount of US$300,000,000.  Holders of these notes may
exchange them for a like principal amount of a new issue of 6-7/8% Senior
Notes due 2014 pursuant to an effective registration statement on Form S-4
filed with the Securities and Exchange Commission.  Terms of the new notes
are substantially identical to those of the original notes, except that the
transfer restrictions and registration rights relating to the original notes
do not apply to the new notes.  Original notes that are not exchanged will
continue to be subject to transfer restrictions.  The new registered notes
will not be subject to transfer restrictions.

The exchange offer will expire at 5:00 p.m., New York City time, on Nov. 27,
2006, unless extended.  Tenders of the original notes must be made before
the exchange offer expires and may be withdrawn at any time before the
exchange offer expires.  Documents describing the terms of the exchange
offer, including the prospectus and transmittal materials for making
tenders, can be obtained from the exchange agent in connection with the
exchange offer at:

          The Bank of New York Trust Co., N.A.
          The Bank of New York Corporate Trust Operations -
          Reorganization Unit
          101 Barclay Street - 7 East
          New York, NY 10286
          Fax: (212) 298-1915

Superior Energy Services, Inc. -- http://www.superiorenergy.com/
-- provides specialized oilfield services and equipment focused
on serving the production-related needs of oil and gas companies
primarily in the Gulf of Mexico and the drilling-related needs
of oil and gas companies in the Gulf of Mexico and select
international market areas.  The Company uses its production
related assets to enhance, maintain and extend production and,
at the end of an offshore property's economic life, plug and
decommission wells.  Superior also owns and operates mature oil
and gas properties in the Gulf of Mexico.

The company has operations in the United States,
Trinidad and Tobago, Australia, the United Kingdom, and
Venezuela, among others.

                        *    *    *

As reported in the Troubled Company Reporter on Sept. 28, 2006,
Moody's Investors Service affirmed Superior Energy Services
Inc., LLC's ratings (Ba3 Corporate Family Rating and B1 rated
US$300 million senior unsecured notes guaranteed by Superior
Energy Services, Inc., and changed the rating outlook to
negative from stable following Superior's announcement that it
had signed a merger agreement to acquire Warrior Energy Services
Corp.

In May 2006, Standard & Poor's Ratings Services affirmed its
'BB' corporate credit rating on Superior Energy Services Inc.
and assigned its 'BB-' senior unsecured rating to the US$300
million senior unsecured notes issued by Superior Energy and
guaranteed by Superior, due 2014.  The outlook is stable.


* S&P Says LatAm's Structured Finance Market Experiences Shift
--------------------------------------------------------------
Latin America's structured finance market, driven almost exclusively by
Mexico and Brazil, has been shifting over the past two years, spurred by a
stable macroeconomic environment and relatively low interest rates in the
region, said panelists at Standard & Poor's Ratings Services "Latin American
Forum Post-Election Credit Outlook And Implications By Sector."

"Five years ago, 75% of issuances across the region were cross-border and
were directed to international investors," said panelist Juan Pablo De
Mollein, a credit analyst and director in Standard & Poor's Structured
Finance Ratings Group.  "Nowadays, close to 85% of the issuance, combining
all structured finance asset classes, is structured and directed toward the
domestic markets in the region."

This transformation is also partly motivated by the influx of hedge funds
and other international investors to the region, which, according to Mr. De
Mollein, "are bringing more volume and comfort to the transactions."

Another potential shift can play out in the residential mortgage-backed
securities or RMBS market, an asset class that has been responsible for the
lion's share of Mexico's dramatic domestic growth over the past few years.
Maria Tapia, a panelist and credit analyst in Standard & Poor's Structured
Finance Group, said she expects to see US$20 billion issued in RMBS by 2010,
all of which will come from about 20 originators.  New RMBS issuance in 2006
is estimated at about US$1.75 billion.  At the moment, Brazil's RMBS market
is very limited, a consequence of not having a legal framework in place for
the asset class.  But once the government begins to drive that market in
earnest, it's potential is immense. "The numbers can potentially double what
we've seen in Mexico," she said.

Overall, the Latin American market has progressed considerably in a short
time, and panelists said there is potential for issuance in Peru, Colombia,
Panama, and multicountry issuances in Central America.

"Like all success stories," Mr. De Mollein explained, "this market has been
slowly but firmly developing and carving a path for additional
developments."


* BOOK REVIEW: Leveraged Management Buyouts
-------------------------------------------
Author: Yakov Ahihud, editor
Publisher: Beard Books
Softcover: 284 pages
List Price: US$34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587981386/internetbankrupt

This book is the outcome of a 1988 conference organized by the
Salomon Brothers Center for the Study of Financial Institutions at the Stern
School of Business of New York University.  It consists of 12 papers
presented at that conference, papers that represented the first ever
in-depth study of leveraged management buyouts (MBO).

MBOs were a hot topic in the late 1980s, as a rapidly growing
reorganization phenomenon closely tied to junk bonds.  Debate over MBOs
centered around two uncertainties: fairness to shareholders and possible
conflicts of interest between management/acquirer and shareholders, and
doubts about the future performance of companies acquired through MBOs.

The authors' objective was to expand the understanding of
academics, practitioners, and policymakers of the causes and
consequences of MBOs and to contribute to data on appropriate
policies for legislation and regulation regarding them.

The first of three sections reviews characteristics and
consequences of MBOs.  The first chapter, by the editor, Yakov
Ahihud, surveys the empirical evidence on the effects of MBO
announcements on stock and bond prices.

He considers arguments for and against mandating an auction of the MBO
target firm and analyzes points of view about and evidence on conflicts of
interest between management and shareholders.  He evaluates motivations for
MBOs, such as tax benefits and improved incentives.

The second chapter compares and contrasts the characteristics of
corporations subject to MBOs with other corporations.  Two authors then look
into performance of target firms before and after buyouts.

One interviewed CEOs of corporations acquired by MBO about their
motivations for and changes in managerial strategy after the MBO.  Both
authors found that buyouts were followed by significant improvements in
firms' performance.

The focal points of the second section were legal and tax issues.  The first
chapter discusses the role of management in MBOs, potential conflict with
shareholder interests, and the matter of fairness.  They analyzed court
decisions and the proposed remedies, and evaluated the legal consequences of
various business practices applied in MBOs.

The second chapter discusses the sources of tax benefits and
various financing methods, with a focus on employee stock option
plans.

The final chapter concluded that other reorganization strategies
could yield the same tax benefits as MBOs.

The final section presents a lively debate on policy and
legislative options to resolve issues that arise from MBOs.
Authors include a U.S. congressman, an SEC commissioner and
professors from Harvard Law School and the School of Law at
Stanford University.  Their viewpoints are discussed compellingly and are
often in opposition.  One author avowed that MBOs were already
over-regulated while another argued for the need of an auction for the
corporation once an MBO proposal was announced.

Opinion on the two main questions addressed by the book was
varied.  With regard to fairness, while shareholders received an
average of 30-40 percent over market price for their shares, some were
prevented from reaping the benefits of shrewd post-buyout strategies.

With regard to future performance clouded by heavy debt, some MBOs failed,
those that "may well have encountered difficulties as a result of the
financial pressures imposed by leveraged
transactions."  More were successful, however, becoming
"reinvigorated companies that have regained a sharp competitive
edge as a result of an MBO."

Anecdotal evidence suggested the successes were due to
management's desisting from "managing so they can get to the
country club by 3:00 p.m."

Yakov Amihud is the Ira Leon Rennert Professor of Entrepreneurial Finance at
the Stern School of Business, New York University.


                        ***********


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
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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.

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