Exhibit 15.6  UNITED STATES BANKRUPTCY COURT
  
  NOT FOR PUBLICATIONSOUTHERN DISTRICT OF NEW YORKXIn re:
  
  :
  
  In a Proceeding Under § 304of the Bankruptcy CodeBOARD OF DIRECTORS OF
  
  :MULTICANAL S.A.,
  
  
  
  Case No. 04-1028 (ALG):Debtor in Foreign Proceeding.X  MEMORANDUM  A P P E A R A N C E S:  CLEARY, GOTTLIEB, STEEN & HAMILTONAttorneys for Petitioner Board of Directors of Multicanal S.ABy:
  Lindsee P. Granfield, Esq.Kurt A. Mayr, Esq.Timothy Mehok, Esq.One Liberty PlazaNew York, New York 10006PROSKAUER ROSE LLPAttorneys for Movant Argentinian Recovery CompanyLLC 1585 BroadwayNew York, New York 10036By:
  Louis M. Solomon, Esq.Jeffrey Levitan, Esq.Caroline S. Press, Esq.Adam T. Berkowitz, Esq.Justin P. Killian, Esq.  ALLAN L. GROPPER UNITED STATES BANKRUPTCY JUDGE  This supplements the Memorandum of Decision
dated August 27, 2004 (the Decision).  Capitalized
terms and phrases used herein have the same meaning assigned to them in the
Decision.  1


Two issues were left open in the
Decision.  The first relates to the
unfair discrimination against the non-QIB or retail noteholders in the United
States who were required to take the cash option in Multicanals APE and
precluded from choosing either of the other two options available to all other
creditors.  The Decision identifies
several means by which Multicanal could have avoided or could likely remedy the
discrimination.  The Decision concludes, This
Court will not in the first instance direct a remedy without hearing from the
parties, but the discrimination must be eliminated before final relief is
entered herein. In re Board of Directors
of Multicanal S.A.,314
B.R. 486, 520 (Bankr. S.D.N.Y. 2004).  The second issue relates to One act involving
Huff [that] requires further examination. 314 B.R. at 516.  This concerns the act of a director of
Multicanal, Alejandro Urricelqui, in bringing criminal charges against several
of Huffsrepresentatives
in connection with their firms opposition to the APE.  The Court stressed that it has no authority
or desire to review the actions of a criminal court in Argentina.
Nevertheless, it found that Multicanal had issued over $500 million in debt in
the United States, that U.S. noteholders held about 80 percent of the debt that
was being restructured in the APE, and that, If a U.S. creditor had to fear
that it would face criminal prosecution in the issuers courts as a consequence
of its opposition to a foreign proceeding, and if the prosecution was in fact
groundless, the foreign proceeding would not necessarily be entitled to receive
recognition in the courts of the United States.  314 B.R. at 516.  The Decision concludes, Accordingly, prior
to entry of a final order under § 304, Multicanal will have to establish in
this proceeding justification for its  2


commencement of a criminal prosecution in
Argentina against Huff and its representatives. Id.  The Court has now received written submissions
from the parties on both of these issues and held a hearing on November 10,
2004.  On the basis of the entire record,
it concludes as follows.  Multicanals Proposed Remedy for the Discrimination
against U.S. Noteholders  Multicanal has proposed to remedy the
discrimination against the U.S. Noteholders by offering them the same election
of cash or securities that was made available to all other holders in the
United States and Argentina.  This was
mentioned in the Decision as a possible remedy, and it was noted that similar
relief had been ordered by the Court in Argentina with respect to creditors who
had voted against the APE or had abstained.1 It was also noted that
Multicanal had taken the position in prior proceedings before this Court that
the U.S. securities laws would not preclude the issuance of securities to U.S.
retail noteholders, because the exchange agent, J.P. Morgan, was no longer
involved in the offer and the exemption under § 3(a)(9) of the
Securities Act would be available.In re Board of Directors of
Multicanal S.A.,314 B.R. at 520 n.22.2  Huff has responded to Multicanals proposal
with a memorandum and declarations that challenge the remedy and find it
ineffective and unlawful.  Huffs
conclusion, not surprisingly, is that the § 304 proceeding should be
dismissed.  No such drastic remedy would
be appropriate, nor is it called for by the Decision.  
 (1)   Judge Ottolenghi had required that no and
abstaining voters be offered an election notwithstanding the initial provisions
of the APE. (2)   Section 3(a)(9) of the Securities Act
provides an exemption for any security exchanged by the issuer with its
existing security holders exclusively where no commission or other remuneration
is paid or given directly or indirectly for soliciting such exchange. 15
U.S.C.A. § 77(c)(9).  3


Huffs first contention is that any issuance
of securities to U.S. retail holders would be unlawful under § 3(a)(9) of the
Securities Act because J.P. Morgans earlier role as exchange agent would still
preclude use of the exchange offer exemption. 
There is no dispute that the method of compensating J.P. Morgan as
exchange agent initially precluded reliance on this exemption.  Although there was no suggestion during the
earlier proceedings that this exemption would not be available at a subsequent
date, Huff has now obtained a 17-page declaration from Prof. J. William Hicks
of Indiana Law School to the effect that the § 3(a)(9) would not be
available.  Multicanals response, in
substance, is that the safe harbor rules under § 3(a)(9) would permit it to
rely on the exemption and that there is no issue at all.3  At the present time, the dispute is theoretical.  Multicanal has shown reasonable grounds for
its reliance on the exemption and thus has satisfied the requirement of the
Decision that it propose a remedy for the discrimination against the U.S.
retail holders.  If Huff decides to
contest Multicanals issuance of securities to non QIBs, a court may have to
decide the securities law issue. 
Nevertheless, even if the exemption under § 3(a)(9) should prove
unavailable, there are (as noted in the Decision) other ways in which the
discrimination could be remedied that do not raise any securities law
issues.  As further discussed below, in a
§ 304 proceeding such as this, the Court retains continuing jurisdiction to
take curative action should there be material developments.  
 (3)   Multicanal has also moved to strike the Hicks
Affidavit and much of the other voluminous material that Huff has submitted on
the two issues that have been the subject of subsequent proceedings
herein.  Some of Huffs material is
certainly legal argument that should be part of a memorandum rather than
submitted as expert testimony.  See,
e.g., part of the Declaration of Kenneth Klee, sworn to November 1, 2004.  Nevertheless, at the November 10, 2004 hearing,
the Court stated it would not strike the added material but, in this non-jury
matter, give it whatever weight it deserves.  4


Huff also argues that Multicanals remedy for
the indicated discrimination divests this Court of jurisdiction over the § 304
proceeding because it would in effect void the APE in Argentina.  Huffs reasoning is as follows: Multicanals
APE did not contain a cure for the indicated discrimination; the Court in
Argentina approved the APE in its unamended form; there has been no effort to
amend the APE in Argentina; any change whatsoever in the APE would void the
proceeding in Argentina; there is no APE in Argentina; there is nothing to
recognize in the United States; these proceedings are void.  Multicanal asserts that a change to the APE
is possible at this time, that the proposed remedy for the discrimination is
very similar to the change in the APE that Judge Ottolenghi directed with
respect to the creditors who voted no and abstained, and that Huffs position
is wholly speculative.  This Court cannot assume that any change would
void the APE in Argentina, or that Multicanal would propose a remedy that would
not pass muster there.  This is
especially true as the APE had not been finally approved in Argentina at the time
of the Decision, and there was testimony at trial that the APE could be amended
until the judicial proceedings had finally run their course in Argentina.  In any event, the nature of a § 304
proceeding is that it is ancillary to a main proceeding elsewhere.  If there are developments in Argentina that
are material to the recognition granted under § 304, this Court will have
jurisdiction to consider them.  See In re Empresa de Transportes Aero del Peru,
S.A., 263 B.R. 367, 377-78 (S.D. Fla. 2001); In re Petition of Board of Directors of Hopewell Intl. Ins. Ltd.,
272 B.R. 396, 407-408 (Bankr. S.D.N.Y. 2002).  Finally, Huff argues that the finding of
discrimination and any correction thereof void the vote in favor of the APE and
require that this Court direct a new vote.  5


Substantially similar arguments by Huff have
already been dealt with in the Decision, and the Court has declined to order
the remedy that Huff has consistently sought. 
In re Board of Directors of
Multicanal S.A., 314 B.R. at 522. 
Multicanal has adequately responded to the direction that it propose a
remedy for the discrimination against U.S. retail holders, and this issue
should not further delay entry of a final order in this proceeding.  The Criminal Prosecution of Huffs Representatives in Argentina  The second issue left open in the Decision
required Multicanal to show grounds for the commencement of criminal
proceedings in Argentina against Huffs representatives.  Multicanals initial papers on this point
generally repeated, by reference to the Urricelqui deposition, the same factual
contentions that the Court had already found inadequate in the Decision.  But Multicanal did offer to bring Mr.
Urricelqui to the United States for further testimony and to augment the record
to the extent feasible.4  Huffs response is that Multicanals
commencement of criminal proceedings in Argentina against its representatives
was wholly unjustified and that this Court should not condone this type of
conduct by granting the APE any § 304 recognition.  As stated in the Decision, the Court has not condoned
Multicanals conduct, which is the reason why these subsequent proceedings have
been held.  The question is whether
Multicanals conduct in connection with the criminal prosecution should cause
the Court to deny § 304 relief altogether, delay the long-pending APE and  
 (4)   Multicanals papers did make it clear that
contrary to the Courts expectation (see Decision, 314 B.R. at 516), the
transcripts of certain taped conversations between Urricelqui and Huff
representatives were not clear and were inadequate to resolve factual disputes.  6


possibly destroy a transaction that has been
approved by a super-majority of Multicanals creditors.  In any event, Huff supports its contention
that there was a complete lack of substance in the criminal prosecution by
voluminous excerpts from the record of the criminal proceedings in Argentina,
backed by the opinion of Raul Noailles, a professor of criminal law at Catholic
University in Buenos Aires with almost 50 years of experience in his field.5 In brief, Prof. Noailles demonstrates
persuasively that the prosecution in Argentina is not based on the issue
whether Huff demanded special treatment, an issue that is hotly contested and
as to which the record before this Court is unclear.  Instead, the prosecution involves the
altercation between Urricelqui and Huff representatives on December 10, 2003,
when at a minimum harsh words were exchanged and there were threats on both
sides.  314 B.R. at 515.  Huff concludes from the foregoing that the
criminal prosecution is wholly unjustified and that its maintenance is
conclusive evidence that Multicanal has not proceeded in good faith and that
its APE should not be recognized here. 
But that does not follow to the extent the only extant issue in the
Argentine criminal prosecution is who pushed who on December 10th.  The Argentine authorities are certainly
entitled to determine whether any criminal laws were broken in connection with
an altercation in Buenos Aires.  The fact
that the criminal prosecution in Argentina has been limited to one local issue
and that Huff and its representatives are not being prosecuted for conduct that
could be construed as privileged opposition to the APE eliminates or
substantially  
 (5)   Prof. Noailles opinions were also supported
by the opinions of Miguel Angel Almeyra, a practicing criminal defense lawyer
in Argentina and defense counsel to Joseph Thornton, one of the Huff representatives
who is subject to the investigation; and Diego Botana, Huffs Argentine counsel
who testified at trial.  7


reduces the concern of the U.S. courts as to
what is an essentially internal Argentine matter.  This is especially true as it has already
been found that the criminal prosecutionin Argentina did not become known until after
the December 10th meeting and thus did not influence the vote on the
APE. 314 B.R. at 516.  At the hearing of November 10th, counsel for
Huff complained that his client was being prejudiced by the lack of a final
order in these proceedings and objected to the possibility that the record
might be kept open for further testimony by Urricelqui.  The Court suggested, If I could find, and if
Multicanal simply doesnt wish to contest the proposition that the proceedings
now involve the shoving match on December 10 and nothing more, then perhaps
there is no Section 304 issue at all. 
(Tr. of Hearing of Nov. 10, 2004, p. 26, l. 19-24) The Court urged the
parties to discuss the remaining issues and whether the record might be closed
on the basis of a finding that the matter being investigated in Argentina
involved only the altercation of December 10th. 
There was no agreement at the hearing, but counsel for Huff agreed that
the Court had correctly summarized Huffs position on the facts.  (Tr. p. 29, l. 13-17)  Subsequent to the hearing, Multicanal
unilaterally filed a statement that the criminal investigationthat is
currently being conducted by Argentine prosecutors is only about the events
that occurred at the noteholders meeting that was held in Buenos Aires,
Argentina on December 10, 2003.  In a
letter dated November 15, 2004, counsel for Huff objected, contending that the
proper formulation is that The only thing thats being investigated now
is the December 10th meeting. The Court accepts Huffs formulation but not
Huffs conclusion.  Huff concludes from
the above that the facts relating to the criminal prosecution demonstrate
conclusively that the APE should not be  8


recognized under § 304.  The Court concludes that since the criminal
prosecution never distorted the vote on the APE, this Court need not determine
finally the exact contours of Multicanals grounds for commencing the
prosecution.  To the extent those grounds
were weak, the Argentine legal system has provided the cure, and under the
circumstances the fact that criminal proceedings were commenced does not
warrant denial of § 304 relief.  Conclusion  Almost a year has passed since the vote on the
APE.  As both parties seem to agree, it
is time that a final order be entered in these proceedings.  Multicanals counsel is directed to settle an
order on five days notice.   Dated:
  New York, New
  YorkDecember 2,
  2004/s/ Allan L. GropperUnited States
  Bankruptcy Judge  9