TCRLA_Public/030326.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Wednesday, March 26, 2003, Vol. 4, Issue 60



ARGENTINE BANKS: President May Sign Compensation Decree Soon
AOL LATIN AMERICA: Implements Strategic Initiatives
BANCO HIPOTECARIO: Local S&P Rates $2.5B of Bonds `raD'
BANCO RIO: Over $3B in Bonds Issued Junk Ratings by S&P
DIRECTV LA: Gets Authority on $30M Interim DIP Loan


GLOBAL CROSSING: Signs $10M Renewal Agreement with KB Toys
GLOBAL CROSSING: Seeks Commitment From GE, Merrill For Funding


EMBRATEL: Shares Dip On Impending Hike In Interconnection Fees
KLABIN SA: Opens Industrial Waste Recycling & Treatment Facility
KLABIN SA: Donates Medical Centers To Tel^maco Borba
MRS LOGISTICA: S&P Issues Comments Re: 2002 Year-End Results
TELEMAR: Shares Fall On Concern Regarding Phone Rate Hike Limit

VESPER: Launches 1xEV-DO Broadband Services With Nortel


SANTA ISABEL: Ahold To Separate Paraguayan, Peruvian Ops


AVIANCA: Emergency Motion For Order
EMCALI: Urged to Employ Aggressive Plan to Head Off Collapse

C O S T A   R I C A

ICE: Comptroller Rejects Alcatel Fiber Optic Contract


* Fitch Revises Outlook on Ecuador's Sovereign Rating to Positive


AIR JAMAICA: To Capitalize On ICI's from Belize


CFE: Decision To Call For LNG Supply Contract Bids To Come 2004
GRUPO ELEKTRA: Reduces Expensive Debt, Foreign Exchange Exposure
GRUPO ELEKTRA: Announces Transactions With Banco Azteca
SATMEX: Likely To Get Eximbank Loan In April


BELLSOUTH NICARAGUA: Seeks License Return to Teleglobo


COPACO: Siemens Likely To Begin Digitalization Next Month


WIESE SUDAMERIS: Rebrands, Reshuffles Board

T R I N I D A D   &   T O B A G O

CARONI LTD.: Chamber of Commerce Head Urges Phased Restructuring


* Uruguay Steps Up Effort To Regain Investor Confidence
* Uruguay Issues Letter of Intent


PDVSA: Two Workers Injured in Refinery Restart Attempt

     -  -  -  -  -  -  -  -


ARGENTINE BANKS: President May Sign Compensation Decree Soon
Argentine Economy Minister Roberto Lavagna said that President
Eduardo Duhalde is expected to sign a decree preparing the way
for compensation this week, even if its structure is yet to be
settled, said Business News Americas.

Mr. Lavagna added that the government would compensate banks for
losses resulting from court rulings, ordering them to release
frozen deposits, reports local news service

Earlier reports indicated that the compensation may be the form
of government bonds, but Standard & Poor's analyst Carina Lopez
said that any bonds the government issues the banks will be
worthless, as Argentina is still in default on its public debts.

She added that the bonds could be assigned a value if the
government restructures its debt, but that will hinge on the new
administration's economic plans. The new government takes over in

Business News Americas reported the government is deliberating
over ways to compensate depositors for pesofication losses when
the freeze on time deposits is lifted by mid-May.

A voluntary 10-year bond as compensation will be offered to the
public, said Mr. Lavagna.

AOL LATIN AMERICA: Implements Strategic Initiatives
America Online Latin America, Inc. (Nasdaq:AOLA) one of the
leading interactive services proviars in Latin America, announced
Monday that it has implemented a series of strategic initiatives
to optimize its regional resources and enhance its operations.

AOL Latin America is now providing Spanish language member-
services support for Argentina, Mexico and Puerto Rico out of its
Argentina call center, the most recent winner of the Best Call
Center Award in the ISP category by Argentina's CRM Grand Prix of
Teleperformance. Converting the Argentina call center into a
regional center for member services makes it the first such
operation of its type for an Internet service proviar in Latin
America. In this regard, the Company has established the call
center as a "regional center of excellence" and will focus on
delivering the very best customer service to its Spanish speaking
members while creating greater economies of scale. This positions
AOL Latin America as a pioneer for promoting operational "best
practices" in the region's Internet industry.

The move to establish the regional call center in Argentina is in
line with other strategic initiatives recently implemented by AOL
Latin America to optimize its resources. The Company noted that
it has been enhancing the capabilities of the AOL Mexico content
group so that all Spanish language content for Mexico, Argentina
and a large part of the content for the Puerto Rico service would
be managed and coordinated from Mexico. Using the AOL Mexico
content group for this purpose allows AOL Latin America to
leverage the strong capabilities available within its Mexican
organization to streamline content production costs and to expand
its regional "best-practices" approach to Spanish language
content development.

Charles Herington, President and CEO for America Online Latin
America, said: "AOL Latin America is squarely focused on two
clear strategies: operational efficiencies and targeting higher-
value members. By leveraging our regional resources, we're
advancing one of these strategies and underscoring our efforts to
lead the industry by pioneering ``best practices' throughout our
operations. In creating this more efficient operational
structure, we're taking advantage of synergies of scale,
leveraging our resources, adjusting appropriately to regional
economic conditions and honoring our commitment to providing
members with the best content and customer service in Latin

About AOL Latin America

America Online Latin America, Inc. (Nasdaq:AOLA) is the exclusive
proviar of AOL-branded services in Latin America and has become
one of the leading Internet and interactive services proviars in
the region. AOL Latin America launched its first service, America
Online Brazil, in November 1999, and began as a joint venture of
America Online, Inc., a wholly owned subsidiary of AOL Time
Warner Inc. (NYSE:AOL), and the Cisneros Group of Companies.
Banco Itau, a leading Brazilian bank, is also a minority
stockholder of AOL Latin America. The Company combines the
technology, brand name, infrastructure and relationships of
America Online, the world's leader in branded interactive
services, with the relationships, regional experience and
extensive media assets of the Cisneros Group of Companies, one of
the leading media groups in the Americas. The Company currently
operates services in Brazil, Mexico and Argentina and serves
members of the AOL-branded service in Puerto Rico. It also
operates a regional portal accessible at
America Online's 35 million members worldwide can access content
and offerings from AOL Latin America through the International
Channels on their local AOL services.

BANCO HIPOTECARIO: Local S&P Rates $2.5B of Bonds `raD'
Standard & Poor's International Ratings, Ltd. Sucursal Argentina
issued junk ratings to corporate bonds issued by Banco
Hipotecario S.A., on Thursday, according to an announcement in
the official web site of the National Securities Commission of

S&P issued ratings of `raD' to US$500 million of bonds described
as "Programa Global de emisi›n de C,dulas Hipotecarias
Argentinas, autorizado por Decretos PEN N 577/94, 139/96 y
Resoluci›n del Directorio N190/96", and classified under

Another US$2 billion worth of bonds called "Programa Global de
ONs autorizado por AGE de fecha 24.10.97 y ampliaci›n autorizada
por AGE de fecha 14.12.98", received the same junk ratings.

The ratings were based on the Company's financial health as of
the end of December 2002.

According to S&P, an obligation is rated 'raD' when it is in
payment default, or the obligor has filed for bankruptcy. The
'raD' rating is used when interest or principal payments are not
made on the date due, even if the applicable grace period has not
expired, unless Standard & Poor's believes that such payments
will be made during such grace period.

          Reconquista 101
          (1005) - Capital Federal
          Buenos Aires
          Phone: 0800-999-4476
          Fax: (54-11) 4347-5278
          Home Page:
          Miguel A. Kiguel, Chairman


          388 Greenwich St.
          New York, NY 10013
          Phone: 212-816-6000
          Fax: 212-793-9086
          Home Page:
          Michael A. Carpenter, Chairman and CEO
          Michael J. Day, EVP and Controller

          Foppingadreef 22
          1102 BS Amsterdam, The Netherlands
          Phone: +31-20-628-9393
          Fax: +31-20-629-9111
          Home Page:
          Investor Relations(HQ1191)
          Gustav Mahlerlaan 10
          PO Box 283
          1000 EA Amsterdam
          The Netherlands
          Phone: +31 (0) 20 628 78 35
                 +31 (0) 20 628 78 37

BANCO RIO: Over $3B in Bonds Issued Junk Ratings by S&P
A number of corporate bonds issued by Banco Rio de la Plata S.A.,
were issued junk ratings by the Argentine arm of Standard &
Poor's International Ratings, Ltd.

According to a posting in the web site of the National Securities
Commission of Argentina, S&P issued ratings to the following
bonds on Thursday:

- `raD' to US$250 million of "obligaciones negociables",
classified under "simple issue"

- `raC' to US$500 million of "Programa Global de Obligaciones
Negociables de Corto Plazo", classified under "Program"

- `raCC' to US$1 billion of "Programa de Obligaciones Negociables
tramo subordinado por U$S 1000.000.000", classified under

- `raCCC' to US$1 billion of "Programa de Obligaciones
Negociables tramo no subordinado", classified under "Program"

At the same time, the rating agency also issued a rating of "raC"
to the Company's Short Term Debt Security (NSC Reg. N 344),
worth US$1 billion. This security was described as "Programa
Global de Ons simples y subordinadas, de corto y mediano plazo",
and would some due on February 20, 2005.

The ratings were issued on Thursday, and were based on the
Company's financial position as of the end of December 2002.

          Bartolome Mitre 480
          1036 Buenos Aires, Argentina
          Phone: +54-14-341-1081-1580
          Fax: +54-14-341-1074-1084
          Home Page:
          Ana Patricia B. S. de Sautuola y O'Shea, Chairman
          Jose L. E. Cristofani, Executive Vice Chairman and CEO
          Pablo Caride, Corporate Finance

DIRECTV LA: Gets Authority on $30M Interim DIP Loan
DirecTV Latin America LLC staved off liquidation after obtaining
interim authority to borrow up to US$30 million under a debtor-
in-possession financing agreement with Hughes Electronics Corp..

According to Dow Jones, the Company will use the US$30 million
interim loan to fund operations and pay its employees. The DIP
loan includes a US$1 million carve-out to cover professional fees
and expenses incurred in the case.

DirecTV Latin America owes Hughes Electronics roughly US$1.345
billion under a pre-petition agreement.

In return for the interim US$30 million DIP loan, Hughes
Electronics receives first priority liens and security interests
in all of DirecTV Latin America's property, according to an order
signed by Chief Judge Peter J. Walsh of the U.S. Bankruptcy Court
in Wilmington.

The satellite television proviar will seek final approval of a
US$300 million DIP loan with Hughes Electronics on April 14 at 4
p.m. EST. Objections must be filed by April 9, according to Judge
Walsh's order.

The DIP loan terminates Feb. 29, 2004, or the effective date of a
reorganization plan, whichever comes first, according to court
documents. The DIP loan bears interest at the Bank of America NA
reference rate plus 0.5% or 3%, whichever is higher. In an event
of default, the interest rate will jump an additional 2%,
according to court documents.

DirecTV Latin America recently filed for bankruptcy protection
from creditors in the U.S. Bankruptcy Court in Wilmington,
listing assets of US$600 million and liabilities of US$1.6
billion as of December 2002.


GLOBAL CROSSING: Signs $10M Renewal Agreement with KB Toys
Global Crossing announced today that it has signed a contract
renewal and extension to provia KB Toys, the nation's largest
combined mall-based and online toy retailer, with a fast, secure
frame relay network, Dedicated Internet Access, conferencing and
voice services in its corporate headquarters and stores around
the country. The contract is valued at $10 million over the
course of 3 years.

"We offer an exciting selection of toys, and the service to
match," said Tom Jeffery, KB Toys' vice president of information
technology. "Global Crossing's secure, high-speed network has
powered our intra-store communications for the past two years,
including the critical holiday seasons, when we make close to 40
percent of our annual sales in four to five weeks. We set
aggressive service levels in our original agreement, and Global
Crossing has continuously exceeded them. We couldn't have asked
for a better proviar."

Since 2001 KB Toys has enhanced its customers' shopping
experience by linking its 1,300 stores with Global Crossing's
secure, high performance wide area network (WAN). Credit
authorizations are three times faster than they were with dial-
up, and employees are notified about product supply and pricing
in real-time.

Global Crossing supports KB Toys with a broad range of solutions,
including Internet connectivity, conferencing services, and long-
distance for its corporate headquarters and stores around the
country. Based on the reliability, high levels of service,
unrivaled domestic access and cost-effectiveness it has enjoyed
with Global Crossing, KB Toys decided to renew for these
services, and turn its local telephone access in approximately
1,000 stores over to Global Crossing as well.

"KB Toys first came to us when they needed a high-speed network
to support their business-critical applications, and we're
pleased that they recognize the top-level service we've
consistently proviad them," said Dave Carey, Global Crossing's
executive vice president of enterprise sales. "We're delighted to
continue exceeding their expectations."


Global Crossing provias telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and

On January 28, 2002, Global Crossing Ltd. and certain of its
subsidiaries (excluding Asia Global Crossing and its
subsidiaries) commenced Chapter 11 cases in the United States
Bankruptcy Court for the Southern District of New York
(Bankruptcy Court) and coordinated proceedings in the Supreme
Court of Bermuda (Bermuda Court). On the same date, the Bermuda
Court granted an order appointing joint provisional liquidators
with the power to oversee the continuation and reorganization of
the Bermuda-incorporated companies' businesses under the control
of their boards of directors and under the supervision of the
Bankruptcy Court and the Bermuda Court. Additional Global
Crossing subsidiaries commenced Chapter 11 cases on April 23,
August 4 and August 30, 2002, with the Bermuda incorporated
subsidiaries filing coordinated insolvency proceedings in the
Bermuda Court. The administration of all the cases filed
subsequent to Global Crossing's initial filing on January 28,
2002 has been consolidated with that of the cases commenced on
January 28, 2002. Global Crossing's Plan of Reorganization, which
was confirmed by the Bankruptcy Court on December 26, 2002, does
not include a capital structure in which existing common or
preferred equity will retain any value. Global Crossing expects
to emerge from bankruptcy in the first half of 2003.

On November 18, 2002, Asia Global Crossing Ltd., a majority-owned
subsidiary of Global Crossing, and its subsidiary, Asia Global
Crossing Development Co., commenced Chapter 11 cases in the
United States Bankruptcy Court for the Southern District of New
York and coordinated proceedings in the Supreme Court of Bermuda,
both of which are separate from the cases of Global Crossing.
Asia Global Crossing has announced that no recovery is expected
for Asia Global Crossing's shareholders. Asia Netcom, a company
organized by China Netcom Corporation (Hong Kong) on behalf of a
consortium of investors, has acquired substantially all of Asia
Global Crossing's operating subsidiaries except Pacific Crossing
Limited, a majority-owned subsidiary of Asia Global Crossing that
filed separate bankruptcy proceedings on July 19, 2002. Global
Crossing no longer has control of or effective ownership in any
of the assets formerly operated by Asia Global Crossing.

   Press Contact
   Catherine Berthier
   +1 212-412-4666

   Analysts/Investors Contact
   Ken Simril
   +1 310-385-3838

   Web site:

GLOBAL CROSSING: Seeks Commitment From GE, Merrill For Funding
Global Crossing Ltd. said it asking for up to US$150 million in
funding to use as general working capital when it emerges from
bankruptcy, Reuters relates.

The Company said it hopes to get a commitment from the
prospective lenders, which include affiliates of GE Capital, the
financing arm of General Electric Co., and Merrill Lynch as soon
as those companies complete their due diligence.

Global Crossing, in a filing with the U.S. Bankruptcy Court for
the Southern District of New York, explained that lining up the
funding now will allow it to emerge from bankruptcy with its
working capital and credit agreements already in place

Getting the working capital finalized "will facilitate the
mechanics of obtaining such a facility and will enhance the
business prospects of New Global Crossing."


EMBRATEL: Shares Dip On Impending Hike In Interconnection Fees
Embratel Participacoes SA, Brazil's largest long-distance phone
service proviar, saw its shares fall 19 centavos, or 5.4%, to
BRL3.33, reports Bloomberg.

The stock fell on fears the Company's losses may widen this year
as it faces rising costs from service proviars, which be allowed
to increase interconnection fees in July, and as the company is
unable to increase tariffs because of rising competition.

"There is concern regarding Embratel's business and
profitability," said Roger Oey, an analyst at Banco Bilbao
Vizcaya. "They can't increase the tariffs to customers but their
costs are rising."

The decline on the Company's shares also came in response to a
report released by Valor Economico newspaper on Friday that
Embratel, a unit of WorldCom Inc., is in talks to buy AT&T Latin
America Corp. to expand its regional presence.

"Further indebtedness wouldn't be welcome," Carolina Gava, an
analyst with Espirito Santo Securities, said in a report. In
other markets, stocks in Argentina, Chile, Peru and Venezuela
fell. Markets were closed in Colombia in observance of St.
Joseph's Day.

CONTACT:  Silvia M.R. Pereira
          Investor Relations
          Phone: (55 21) 2121-9662
          Fax: (55 21) 2121-6388

KLABIN SA: Opens Industrial Waste Recycling & Treatment Facility
With the presence of RS governor, Germyear Rigotto, council
members, directors and guests, Klabin Celulose Riocell and the
company Vida Produtos e ServiĜos em Desenvolvimento Ecol›gico
opened, at 10 o'clock, Wednesday, March 19, a modern industrial
waste recycling and treatment unit, located in a 100-hectare
forest garden, in Eldorado do Sul (RS), that will recycle 182,8
tons of waste a year.

The new treatment facility opening is a landmark in its industry
not only due to the amount of material treated yearly but also
due mainly to the process's great efficiency which ensures over
98% recycling. Modern alternatives for the fermentation and
drying of organic residues and lime-based products in areas
especially developed for the treatment of Klabin Celulose Riocell
waste result in a safer activity for the environment as well as
in a better quality for the final product.

Furthermore, the facility will also generate job and produce
substrates for plants that use renewable natural resources as raw
material. Therefore, this activity helps the region economic
development in addition to preventing the degradation of the
natural environment such as native forests, riverbanks and
wetland ecosystems which have been destroyed by the removal of
the organic matter employed in most similar products in the

The investment in the facility amounted to R$ 2,8 million, R$ 1,9
million of which were made by Klabin Celulose Riocell and the
remaining R$ 900 thousand by Vida Pro-dutos e ServiĜos em
Desenvolvimento Ecol›gico Ltda.

The new complex comprises: 4 ditches, with 11 thousand cubic
meters for the anaerobic fermentation of the sludge coming from
Klabin's wastewater treatment sta-tions; 2 storage areas for
lime, dregs and grits; 2 polishing areas for drying the organic
fertilizer; 1 1,500 m2 open lime pavilion; 1 3,200 m2
administration and processing pa-vilion; 1 area for eucalyptus
bark composting; 5 covered beds for drying the fermented sludge,
with 18,000 m2 of hothouses; 2 areas for mud composting; 1
landfill site for the waste from dry waste selective collection;
9 treatment lagoons for percolated liquids and 1 tank for liquid
sedimentation. After recycling, residues are transformed into
organic fertilizer, soil correctives and other products designed
to crops, farming and gardening and which are sold in Porto
Alegre metropolitan region.

The area where the facility is located will be called Horto
Florestal Jos, A. Lutzenberger, as homage to the ecologist and
founder of Vida and partner of Klabin Celulose Riocell in
environmentally correct practices. The organization founded by
Lutzenberger has always promoted great interaction among several
sectors of society, bringing together a wide variety of
industries, including farming, cattle raising and land-scaping,
in an effort to achieve development on really sustainable basis.
With this new undertaking, Klabin Celulose Riocell carries on the
project started by Lutzenberger in 1988.
          Ronald Seckelmann, Diretor Financeiro e de RI
          Luiz Marciano Candalaft, IR Manager
          Tel: (11) 3225-4045

KLABIN SA: Donates Medical Centers To Tel^maco Borba
An agreement between Klabin, Tel^maco Borba (PR) Municipality and
Banco Nacional de Desenvolvimento Econ"mico e Social (the
Brazilian bank for social and economic development) will result
in the construction of eight new medical centers for the

The first center was opened March 20, during celebrations of the
city's anniversary.

This initiative that totals R$ 1 million is a part of Klabin's
policy to support the social development of the communities where
it operates. "Investing in the social well-being of the
communities where we operate is Klabin's constant commitment",
states industrial director of Klabin Pap,is Monte Alegre Arthur

About 147,000 residents of Tel^maco Borba and the neighboring
cities - Curiœva, Reserva, Ortigueira, Imbaœ, Ventania and
Sapopema are expected to benefit from the center. The need for
medical care in the area has been identified by the company
together with Tel^maco Borba's Health Department.

Klabin is also investing about R$ 1 million in Casa de Saœde Dr.
Feitosa - the largest hospital in the region. A new Intensive
Care Unit for adults is under construction and will soon have new
equipment. A new laundry facility is operating and the surgical
center is employing new machines as well.

The city's new medical centers will be built in lots proviad by
the municipality in the districts of Socomim, Vila Izabel,
Macopa, Vila Cristina, Jardim Alegre, Vila Sao Luiz, BNH and
Jardim Bandeirantes. The investment will be used for the
construction, furniture, equipment and instruments for the
centers. Two new centers are scheduled to be opened every three
months. The two last units will be delivered to the population
the coming December.

MRS LOGISTICA: S&P Issues Comments Re: 2002 Year-End Results
Standard & Poor's Ratings Services said Monday that its ratings
on MRS Log­stica S.A. (local currency: BB-/Negative/--; foreign
currency: B+/Negative/--) are not affected by the company's 2002
year-end results announced last week. MRS has been able to manage
a challenging domestic environment (basically reflected in poor
economic growth and very limited credit availability in bank
markets) with strong cash generation, sustained by tariff
adjustments with its captive clients. In fact, the company paid
off a significant portion of the debt due throughout 2002, mainly
with funds from its internal cash generation. The bulk of the
cargo moved by MRS is, directly or indirectly, related to exports
and is less influenced by economic activity in Brazil. The record
total cargo transported of 74.4 million metric tons in the year
(up 8.2% from 2001) was essentially a result of increased iron
ore and steel products transport in the domestic market, thanks
to Companhia Siderurgica Paulista's return to full production
capacity. Standard & Poor's expects that MRS will continue
growing cargo in 2003 while managing cost pressures with a
combination of efficiency gains and tariff increases. As debt
levels diminish (either because of debt repayment or the
depreciation impact on concession and lease obligations, when
expressed in dollar terms), MRS is also expected to report
gradually stronger financial ratios, although the company's
credit quality should remain constrained by its aggressive
financial leverage in the next couple of years.

ANALYSTS:  Reginaldo Takara, Sao Paulo (55) 11-5501-8932
           Milena Zaniboni, Sao Paulo (55) 11-5501-8945

TELEMAR: Shares Fall On Concern Regarding Phone Rate Hike Limit
Shares of Tele Norte Leste Participacoes SA (Telemar), Brazil's
largest phone company, fell 72 centavos, or 2.6%, to BRL26.91,
reports Bloomberg. The stock fell on investors' worry the
government will limit phone rate increases.

Communications Minister Miro Teixeira wants to renegotiate
contracts that allow fixed-line phone companies to adjust rates
to a certain inflation index. Rates pegged to the Getulio Vargas
Foundation's IGP-DI index, which tends to be higher than other
inflation gauges used by the government, might raise the cost of
phone service might as much as 34 percent in June, Teixeira said.

          Roberto Terziani (
          Tel: 55 21 3131 1208
          Fax: 55 21 3131 1155

          Carlos Lacerda (
          Tel: 55 21 3131 1314
          Fax: 55 21 3131 1155

          Rick Huber (
          Mariana Crespo (
          Tel: 1 212 807 5026; Fax: 1 212 807 5025

VESPER: Launches 1xEV-DO Broadband Services With Nortel
Brazilian competitive local exchange carrier Vesper launched
1xEV-DO broadband services in partnership with Canadian supplier
Nortel Networks, Business News Americas reports, citing a
statement from Vesper.

"Vesper is the first telecoms operator in Latin America to offer
services with this technology for 3G," said Vesper CEO Luiz

He added that the only two other operators have launched similar
services worldwide. One is in South Korea, and the other in the
Unites States.

The CDMA product, launched in the Sao Paulo Region on Monday,
allows data transmission speeds of up to 2.4Mbps, or 50 times
faster than dial-up access, which enables the user to download
large files, use multimedia messages, and hold viaoconferences.

Qualcomm, Vesper's controlling shareholder owns the CDMA patent.
Vesper serves 165 municipalities in Brazil.

CONTACT:  Qualcomm Inc
          5775 Morehouse Dr.
          San Diego, CA 92121-1714
          Phone: 858-587-1121
          Fax: 858-658-2100
          Dr. Irwin M. Jacobs, Chairman & Chief Executive

          Suite 100
          8200 Dixie Road
          ONTARIO, Canada
          L6T 5P6
          Phone: +1 905 863-0000
          Fax: +1 905 863-8423
          Home Page:
          Frank A. Dunn, President & Chief Executive
          James J. Blanchard, Director
          Robert E. Brown, Director


SANTA ISABEL: Ahold To Separate Paraguayan, Peruvian Ops
Dutch retail giant Royal Ahold NV said it needs to "strip out the
value" of the businesses in Paraguay and Peru where it has a 30%
market share in order to sell its Santa Isabel supermarket
operations in Chile, relates Dow Jones.

The Company reached an agreement with closely-held Chilean
retailer Cencosud to sell its 97% owned Santa Isabel for around
US$150 million. However, the Paraguay and Peru operations don't
form part of that planned deal.

Ahold is looking to divest non-core or underperforming assets as
it restructures its business focus and strives to cut debt.

Dow Jones previously said the US$150-million price tag for Santa
Isabel's 77 stores in Chile includes the possible assumption of
the supermarket retailer's debt amounting to some US$115 million.

The transaction's final price will be determined approximately by
late March, once due diligence has been carried out.

Via its Jumbo hypermarket chain, Cencosud presently controls 8.8%
of Chile's supermarket sector. By taking over Santa Isabel, which
holds a 9.5% market share, Cencosud will become the second-
biggest player in the domestic market behind D&S SA (DYS), which
holds 30%.

CONTACT:  Royal Ahold
          Investor Relations:
          Huibert Wurfbain, 011-31-75-659-5813
          Media Relations:
          Annemiek Louwers, 011-31-75-659-5720
          Taylor Rafferty New York
          Media Relations:
          Ethan Sack, 212/889-4350
          Taylor Rafferty London
          Media Relations:
          Matthew Nardella, + 44 20 7936 0400


AVIANCA: Emergency Motion For Order
COME NOW Aerovias Nacionales De Colombia S.A. Avianca ("Avianca
S.A. ") and Avianca, Inc., as debtors and debtors in possession
herein (collectively, "Avianca" or the "Debtors"), and
respectfully move this Court, pursuant to sections 105, 361, 362,
363 and 364(c)(1) of the United States Bankruptcy Code (the
"Bankruptcy Code") for the entry of an Order

  (i) authorizing the Debtors to incur certain post-petition
indebtedness on a super-priority basis from Valores Bavaria S.A.,
a company organized under the laws of the Republic of Colombia
("Agent"), Inversiones Fenicia S.A., a company organized under
the laws of the Republic of Colombia (collectively "Valores
Bavaria") and Federacion Nacional De Cafeteros De Colombia, a
private legal entity organized under the laws of the Republic of
Colombia "Coffee Federation"; Valores Bavaria and the Coffee
Federation each a "Lender" and both, collectively, the "DIP
Lenders") and

(ii) to modify the automatic stay. In support of this Motion, the
Debtors show this Court as follows:


1. On March 21, 2003 (the "Petition Date"), each of the Debtors
filed with this Court a voluntary petition for relief pursuant to
chapter 11 of the Bankruptcy Code.

2. The Debtors have continued in possession and control of their
properties and businesses, which the y currently operate as
debtors in possession pursuant to sections 1107 and 1108 of the
Bankruptcy Code. This Court has not appointed a trustee, examiner
or committees in these cases. On March 21, 2003, this Court
entered its Order Authorizing Joint Administration, allowing
joint administration and consolidation of the Debtors' bankruptcy
cases for procedural purposes only.

3. The statutory predicates for the relief the Debtors seek are
sections 105, 361, 362, 363 and 364(c)(1) of the Bankruptcy Code
and Bankruptcy Rules 2002 and 4001.

4. As discussed below, the Debtors show that they must obtain
postpetition financing in order to meet their immediate
obligations and to continue their business operations. Based upon
the present value of the Debtors' assets, the Debtors believe
that the best prospect for repayment to unsecured creditors and
maintaining the going concern value of the Debtors will come from
continued operations. Without the proposed post-petition
financing, the Debtors' reorganization efforts will be futile.
The Debtors show that obtaining the funds available under the DIP
Loan Agreement (defined below) and allowing the Debtors to
continue operations are in the best interest of the Debtors'
estates and the creditors of the estates. Obtaining the financing
to be proviad under the DIP Loan Agreement will allow the Debtors
to continue the employment of certain employees and to preserve
the Debtors' going concern values until such time as the Debtors'
businesses may be reorganized.

5. The Debtors have negotiated the Postpetition Financing with
the DIP Lenders, affiliates of the Debtors as more fully
described herein, and this Motion seeks the Court's approval


6. Avianca S.A., sometimes referred to as the "Airline of
Colombia" and the "First Airline in America," is a corporation
organized under the laws of the Republic of Colombia as a
sociedad anomina, with its administrative offices located at
Centro Administrativo, Avenida Eldorado No. 92-30, Bogot ,
Colombia, and its principal place of business in the United
States located at 720 5th Avenue, 5th Floor, New York, New York

7. Avianca S.A. is the oldest airline in the Western Hemisphere.
The company operates a domestic (Colombian) and international
airline passenger business, but it also carries cargo (mail and
freight) on its domestic and international routes.

8. Avianca, Inc. is a corporation organized under the laws of the
State of New York, with its principal place of business located
at 8125 Northeast 53rd Street, Suite 1111, Mia mi, Florida 33166.
Avianca, Inc. acts as Avianca S.A.'s general agent in connection
with its activities in the United States pursuant to a general
agency agreement which provias for Avianca, Inc., in its capacity
as general agent for Avianca S.A., to market and sell tickets for
air travel, to lease facilities for its operations in the United
States, to procure supplies, to collect accounts, to purchase
parts, and to provia other services in connection with the
business of operating an international commercial airline in the
United States.

9. Avianca has destinations in 14 cities in Colombia, two cities
in the United States, and 12 cities in other countries, for a
total of 28 destinations.

10. Approximately 24.1% of Avianca's international air service is
between Colombia and the United States. Avianca's principal
routes between Colombia and the United States include service
between Bogot  and Miami and between Bogot  and New York City.

11. Avianca's operations have a hub-and-spoke structure, with
domestic and international hubs at Bogot , designed to allow
Avianca to maximize Bogot 's strategic geographical position in
providing domestic and international connections. Avianca is the
predominant carrier at Bogot , having approximately 81 scheduled
daily departures, including 63 domestic and 18 international

12. Avianca utilizes two passenger terminals in Bogot , one at
Eldorado International Airport and one at Terminal Puerto Aereo.
Avianca's international operations consist of both nonstop and
through service between Bogot , Medellin and Cali in Colombia and
destinations in Europe, South America, Central America and the
Caribbean, including Madrid, Aruba, Curacao, Mexico City,
Guayaquil, Quito, Buenos Aires, Santiago (Chile), Sao Paolo, and
Rio de Janeiro. Avianca's principal routes to destinations
outside the United States include service between Bogot  and
Caracas, Madrid and Buenos Aires.

13. By December 1999, Avianca, as well as virtually all other
domestic and international commercial airlines, was confronting
serious financial and operational difficulties. Essentially,
Avianca found that its revenues were not sufficient to support
its cost structure and that it needed to restructure its
outstanding financial obligations and to address various
operational issues in order to continue operations. As a result,
Avianca initiated a number of measures designed to cut costs and
to enhance revenues.

14. In the fall of 2000, Avianca remained in need of further
financial restructuring.

15. In or about September 2000, Avia nca, with the assistance of
its legal and financial advisors, reached interim accommodation
agreements with its principal aircraft lessors and lenders.

16. In the first part of 2001, Avianca entered into formal
restructurings of its relationships with its principal lessors
and lenders, with the important exception of the holders (the
"Holders") of notes (the "Notes") issued by The Bank of New York,
as trustee ("BONY"), under the Master Trust Agreement, dated
December 23, 1997 (the "Master Trust Agreement"), between BONY
and Avianca, which are secured by all of Avianca's U.S.
receivables arising out of payments made in U.S. dollars on
credit cards and through a clearinghouse (Airline Reporting
Corporation) on account of tickets for travel to and from the
United States (the "U.S. Receivables"), which are paid directly
to BONY under the terms of the Master Trust Agreement.

17. On December 19, 2001, in an effort to address its operational
difficulties, shareholders of Avianca entered into an
"integration" with shareholders of Aerolineas Centrales de
Colombia, SA. Aces ("Aces"), another Colombian commercial airline
(the "Integration").

18. The Integration was effected in part by the transfer of
approximately 98% of the outstanding shares of capital stock of
Avianca and an equa l percentage of the outstanding shares of
capital stock of Aces to two business trusts, in exchange for
interests in the trusts, and in part by a series of operational
agreements, such as a code share agreement and a wet lease
agreement by and among Aces, Avianca and Sociedad Aeronautica de
Medellin Consolidada S.A., a Colombian domestic airline and a
subsidiary of Avianca ("SAM").

19. As a result of the alliance among Avianca, SAM and Aces,
known as "Alianza Summa," the three airlines have integrated
various administrative and management functions for the purpose
of achieving synergies and reductions in costs to Avianca, SAM
and Aces.

20. Over the period from 2000 to 2002, Valores Bavaria, S.A. made
additional capital contributions and other equity investments in
Avianca aggregating over $259,268,000, of which approximately
$140,000,000 was used by Avianca to make a loan to Valores
Bavaria in exchange for an instrument which has been placed in
trust for the satisfaction of Avianca's and SAM's pension
obligations to their respective non-flight crew employees and
former employees.

21. The terrorist attacks on the United States, which took place
on September 11, 2001, devastated the airline industry, and
Avianca was no exception.

22. Avianca's revenues have suffered since that day, and it has
found itself unable to meet its financial obligations, even as
restructured over the past several years. This situation has been
aggravated by the Venezuelan instability, exchange controls
imposed by the Venezuelan Government, increase in jet fuel prices
due to the war with Iraq, and deeper market reductions in the
first quarter of 2003 as a consequence of war fears, among other

23. With respect to Avianca's obligations to the Noteholders
pursuant to the Master Trust Agreement, under which Avianca was,
in the fall of 2000, in default by reason of the violation of a
financial covenant, Avianca was able to obtain only intermittent
temporary waivers of the default.

24. The Noteholders have from time to time exercised their right,
on account of the default that has existed since 2000, to direct
BONY to withhold from Avianca all payments made on Avianca's U.S.
Receivables paid or to be paid, notwithstanding the fact that
Avianca has never missed a payment on the Notes, the payment on
the Notes scheduled for March 21, 2003, has been prepaid, Avianca
has overall prepaid the Notes by approximately $17,000,000
(leaving a balance remaining of approximately $20,500,000 out of
an original principal amount of $75,000,000), and Avianca's U.S.
Receivables are projected to remain, for each quarter through the
maturity of the Notes, at a level at least three times the amount
of the quarterly payment that next comes due on the Notes.

25. As a result of the foregoing, Avianca has determined that it
is in its and its creditors' best interests for Avianca to seek
to reorganize under the provisions of chapter 11 of the
Bankruptcy Code.

26. Avianca has assets located in the United States and has an
office on Fifth Avenue in New York City.

27. The Noteholders, BONY and Avianca's principal lessors are
located in, or are subject to the jurisdiction of, the United

28. Most of Avianca's lease agreements and the Master Trust
Agreement and the other documents related thereto are governed by
the laws of the State of New York (except that the nature and
extent of Avianca's and BONY's interest in the U.S. Receivables
are governed by the laws of the Republic of Colombia) and were
negotiated and are in many cases performed in the United States.

29. The provisions of several of Avianca's leases and contracts,
including the Master Trust Agreement, require that Avianca submit
to the jurisdiction of the state and federal courts located in
New York.

30. While Avianca is likewise eligible to be a debtor under
Colombian Law 550 (a law in many ways similar to chapter 11 of
the Bankruptcy Code), it is not certain whether a filing under
that law would adequately protect Avianca from legal action in
the United States against it by its U.S. lessors and creditors.

31. It is likewise not certain whether an ancillary proceeding
under the Bankruptcy Code, in conjunction with a proceeding under
Law 550, would necessarily provia the protection of chapter 11
which is needed for Avianca to have a reasonable likelihood of
achieving an effective reorganization, owing to procedural and
substantive differences between chapter 11 and Law 550.

32. Avianca believes that it is able to manage its Colombian
creditors (i.e., creditors who may not be subject to the
jurisdiction of a U.S. bankruptcy court) in a manner consistent
with its obligations under the Bankruptcy Code. If Avianca should
at a later date require protection from its Colombian creditors,
Law 550 will remain available to Avianca.

33. Avianca currently employs approximately 4,153 employees in
Colombia, 28 in the United States, and 148 outside of Colombia
and the United States. Avianca also contracts with third party
proviars for the services of approximately 900 individuals.

34. As of March, 2003, Avianca's operating fleet consisted of 31
aircraft, including 13 MD-83, 6 Fokker, 6 Boeing 767 and 6 Boeing
757 aircraft. Avianca leases all 31 aircraft.


35. By this Motion, the Debtors request an order

    (i)   approving that certain Debtor in Possession Loan and
          Security Agreement by and among the Debtors and the DIP
          Lenders (the "DIP Loan Agreement"), a true and correct
          copy of which is attached hereto as Exhibit A.,

    (ii)  authorizing the Debtors to obtain post-petition
          financing pursuant to sections 105, 361, 362, 363 and
          364(c)(1), up to the principal amount of $18,500,000
          (the "PostPetition Indebtedness"),

    (iii) scheduling the Final Hearing pursuant to Bankruptcy
          Rule 4001(c) and (iv) granting the Debtors interim
          relief pending the Final Hearing.

36. The Debtors show that they will suffer immediate and
irreparable harm if this matter is not heard and authorized on an
emergency basis. Without the requested financing, the Debtors
will be unable, among other things, to meet their respective
payroll requirements, to pay necessary insurance premiums, such
as health insurance and workers' compensation, and to fund other
ongoing and essential capital needs and obligations.

37. The DIP Lenders are affiliates of the Debtors. Valores
Bavaria S.A. and the Coffee Federation are the majority
shareholders of the two trusts which own a majority of the shares
of Avianca, S.A. Inversions Fenicia S.A. is a subsidiary of
Valores Bavaria S.A. In addition, Valores Bavaria S.A. is a
prepetition unsecured creditor of the Debtors, with a claim of
approximately $10,078,000. Also, Valores Bavaria S.A. is the
obligor on the promissory note which has been placed in trust for
the satisfaction of the pension obligations described in
paragraph 20 above.

38. The Debtors further show that they are unable to obtain
adequate, unsecured financing on substantially similar terms and
within the time required to avoid immediate and irreparable harm
to the Debtors. The Debtors have been unable to obtain financing
from a nonaffiliated entity under commercially reasonable terms.
The Debtors have endeavored, without success, to obtain financing
through, among other things, refinancing its U.S. Receivables and
securitizing its corresponding receivables arising out of
payments in Columbian pesos. The Debtors have determined, based
on the exercise of their sound business judgment, that obtaining
financing from the DIP Lenders is the best option for the


39. The DIP Lenders have agreed to provia the Debtors with
postpetition financing in an amount not to exceed $18,500,000.00,
upon the terms and conditions set forth in the DIP Loan
Agreement. The essential terms of the proposed DIP Loan Agreement
are as follows:

    (a) Advances: Advances under the DIP Loan Agreement shall be
made in an amount not to exceed $18,500,000.00 (or its equivalent
in Colombian currency, at the representative market exchange rate
on the day before the disbursement, as certified by the Colombian
Central Bank, Banco de la Republica) in accordance with the
Budget (the initial 60 day Budget is attached hereto as hereto as
Exhibit B). The Debtors believe that the Budget is adequate for
the Debtors to effectively operate their businesses post-petition
and that the Budget allows for payment of the administrative
expenses due and payable during the period covered by the
financing and the Budget.

    (b) Interest and Fees: Interest to be charged under the DIP
Loan Agreement is at the floating rate equal to the LIBOR Index
Rate plus seven percent (7.0%) per annum and shall be payable
monthly. There are no closing or commitment fe es being charged.

    (c) Repayment: The Postpetition Indebtedness is to be repaid
on the earlier of (i) October 1, 2003, as said date may be
extended by the Lenders; (ii) the date of substantial
consummation (as defined in Section 1101 of the Bankruptcy Code
and including the effective date) of a plan of reorganization
which is confirmed pursuant to an order entered by the Court; or
(iii) acceleration of the loans and the termination of the
commitment to provia loans upon the occurrence and continuation
of an Eve nt of Default, as described below.

     (d) Events of Default: The commitment of the DIP Lenders to
extend additional loans to the Debtors shall terminate upon an
Event of Default. The DIP Lenders shall provia at least five (5)
business days' notice to the Debtors and any Committee before the
automatic stay terminates and the DIP Lender may enforce any
remedies. Events of Default include the following: (i) Failure by
the Debtors to pay principal, interest or fees when due and such
default shall continue for more than three business days; (ii)
Breach by either Debtor of any other covenant or agreement
contained in this Agreement and such breach shall continue
unremedied for more than thirty days; (iii) Any material
representation or warranty made by a Debtor shall prove to have
been incorrect in any material respect when made; (iv) Either
Chapter 11 Case shall be dismissed or converted to a Chapter 7
Case; a Chapter 11 Trustee, a responsible officer or an examiner
with enlarged powers relating to the operation of the business of
the Debtors (powers beyond those set forth in Section 1106(a)(3)
and (4) of the Bankruptcy Code) shall be appointed in either
Chapter 11 Case and the order appointing such Trustee,
responsible officer, or examiner shall not be reversed or vacated
within 30 days after the entry thereof; or any other
superpriority claim which is pari passu with or senior to the
claims of the DIP Lenders shall be granted in the Debtors'
bankruptcy cases; (v) The Court shall enter an order granting
relief from the automatic stay to (x) the holder or holders of
any security interest to permit foreclosure (or the granting of a
deed in lieu of foreclosure or the like) on any assets of either
Debtor which have an aggregate value in excess of $10,000,000;
and (vi) An order shall be entered reversing, amending,
supplementing, staying for a period in excess of 20 days,
vacating or otherwise modifying the Interim Order or the Final
Order without the prior written consent of the Agent.

     (e) Priority: All Postpetition Indebtedness incurred under
the DIP Loan Agreement will be evianced by the Note. The loans
under the DIP Loan Agreement will have super-priority status over
all administrative expenses of the kind specified in sections
503(b) and 507(b) of the Bankruptcy Code, as proviad by Section
364(c)(1) of the Bankruptcy Code.

     (f) Carve Out. The DIP Lenders shall have priority over
costs, assessments or expenses that may be imposed pursuant to
section 364(c)(1) over administrative expenses of the kind
specified in sections 503(b) and 507(b) of the Bankruptcy Code,
except for (i) an aggregate amount not to exceed $500,000 of (a)
fees and expenses of professionals retained in these cases by the
Debtors or any committee appointed by the Court pursuant to
section 1102 of the Bankruptcy Code ("Committee") pursuant to
sections 330 and 331 of the Bankruptcy Code and (b) reasonable
fees and expenses of members of any Committee, and (ii) the fees
of the United States Trustee ("U.S. Trustee"). The Carve- Out may
not be asserted by any party other than in the event of the
occurrence and continuation of an Event of Default as set forth
in the DIP Loan Agreement.

40. The super-priority status of the Postpetition Indebtedness
will not extend to any prepetition claims the DIP Lenders may
have against the Debtors.


41. The Debtors seek an order vacating and modifying the
automatic stay in effect pursuant to section 362 of the
Bankruptcy Code so as to permit

(i) all payments and applications with respect to the
Postpetition Indebtedness as proviad in the DIP Loan Agreement,
(ii) the Lenders to exercise, upon the occurrence and
continuation of an Event of Default, and the giving of five (5)
business days' written notice to any Committee (or upon the
retention of counsel for any Committee, upon such counsel), the
Office of the US Trustee and Debtors' counsel, all rights and
remedies under the DIP Loan Documents.

42. The Debtors expect to borrow a total of $8,500,000 under the
DIP Loan Agreement upon entry of an interim order approving the
Postpetition Indebtedness. The principal amount outstanding prior
to the entry of a Final Order will not exceed $13,500,000.


43. The Debtors consider the following to be Extraordinary
Provisions pursuant to General Order No. M-274 of the United
States Bankruptcy Court for the Southern District of New York
(the "General Order"),:

    (a) Conversion to Equity: Pursuant to the DIP Loan Agreement,
the Lenders have the option to convert an amount of the
outstanding principal balance of the Loans due the Lenders, not
to exceed the amount by which the aggregate outstanding principal
balance of the Loans exceeds $8,500,000, together with interest
thereon, into equity in Avianca S.A. represented by ordinary
outstanding shares or by acciones con diviando preferncial y sin
derecho a voto ("Special Avianca Shares"), such equity to be
placed in the name of the Lenders or such other Person or Persons
as the Lenders may designate, upon confirmation of a plan of
reorganization in the Bankruptcy Cases. The option shall be
exercised by the Lenders, acting together, submitting to the
Borrowers, at any time prior to the conclusion of the hearing on
the disclosure statement with respect to the Borrowers' plan of
reorganization, their written notice specifying the principal
amount of the Loans tha t the Lenders have elected to convert
into equity pursuant to this provision. The amount of such equity
shall be determined, (i) if the Borrowers' plan of reorganization
provias for the issuance of equity in Avianca, S.A. in
consideration of the contribution of new value, on a pro-rata
basis with the equity proviad in consideration of such new money
pursuant to the plan of reorganization, and (ii) if the
Borrowers' plan of reorganization does not provia for the
issuance of equity in Avianca S.A. in cons ideration of the
contribution of new value, such that the equity issued to the
Lenders has a value, as determined by the Bankruptcy Court on the
basis of the total equity value of reorganized Avianca S.A., in
the amount of such balance of the Loans due the Lenders being
converted to equity pursuant to this provision. In the event that
the Lenders exercise this conversion right, Avianca S.A. agrees
to issue shares of its authorized capital in the amount required
for making the conversion and to obtain any waivers of rights of
first refusal and any other approvals and orders required in
order to effect the conversion.

    (b) Dispute Resolution: Pursuant to the DIP Loan Agreement,
the parties agree as follows: (i) the parties agree to submit any
claim or dispute arising out of the terms of the agreement to
private and confidential arbitration in accordance with the
procedures set forth herein (the "Dispute Resolution
Procedures"). Decisions resulting from the Dispute Resolution
Procedures shall be final and binding on all parties to the
agreement, and judgment thereon may be entered in any court
having jurisdiction. All costs of the Dispute Resolution
Procedures and the costs of enforcing or collecting any judgment,
including reasonable attorneys' fees and witness expenses, shall
be paid by the party against whom a decision is rendered. The
Dispute Resolution Procedures are intended to be the exclusive
method of resolving disputes arising out of the agreement,
including any claim for breach thereof. (ii) Any dispute,
controversy or claim arising out of or relating to the DIP Loan
Agreement, or breach thereof, shall be settled in accordance with
the International Arbitration Rules of the American Arbitration
Association ("AAA"), as at present in force, by three
arbitrators. The AAA shall administer the arbitration under its
"Supplementary Procedures for Large, Complex Disputes." Where
there is conflict between the AAA rules and this clause, the
provisions of this clause shall govern. In the event there is a
procedural rule or other matter not covered herein or in the AAA
rules, New York law shall govern.(iii) The parties shall each
appoint one arbitrator within a period of 15 days from the date
on which the claimant's notice of arbitration has been received
by the other party. The AAA will appoint the third arbitrator
from its Panel of Arbitrators. The arbitrators shall be attorneys
admitted to practice in the State of New York. If either party
fails to appoint an arbitrator within the period proviad for
above, the AAA will appoint said arbitrator from its Panel of
Arbitrators at the request of the other Party. All decisions of
the arbitral panel shall be by majority vote. (iv) The
arbitration, including the rendering of the award, shall take
place in New York, New York, and the proceedings shall be
conducted in English. In such proceedings the DIP Loan Agreement
shall be construed, and the obligation of the parties shall be
determined, in accordance with the internal laws of New York
(without giving effect to the conflict of laws provisions of such
state). (v) The arbitrators may issue interim awards and order
any provisional measures which should be taken to preserve the
respective right of any party. (vi) Any award rendered by the
arbitrators shall be payable in United States dollars and shall
be in writing, setting forth the reasons for the award, and shall
be the final disposition on the merits. Judgment upon the award
rendered may be in any court having jurisdiction, or application
may be made to any such court for a judicial acceptance of the
award and an order of enforcement, as the case may be. Each of
the parties agrees not to assert, by way of motion, as a defense
or otherwise, in any arbitration instituted hereunder, or in any
enforcement action, suit or proceeding, instituted pursuant to
such arbitration, any claim that it is not subject personally to
the jurisdiction of the arbitral panel or court, as the case may
be, that the arbitration, action, suit or proceeding is brought
in an inconvenient forum, that the venue of the arbitration,
action, suit or proceeding is improper or that the agreement or
the subject matter thereof may not be enforced in or by such
arbitral panel or court. Any and all service of process and any
other notice in any such arbitration, action, suit or proceeding
shall be effective against any party if given personally or by
registered or certified mail, return receipt requested, or by any
other means of mail that requires a signed receipt, postage
prepaid, mailed to such party as herein proviad, or by personal
service on an agent designated in writing by such party with a
copy of such process mailed to such party by first class mail or
registered or certified mail, return receipt requested, postage
prepaid. Nothing herein contained shall be deemed to affect the
right of any party to serve process in any manner permitted by
law. (vii) The parties waive any right they may enjoy under the
law of any nation to apply to the courts of any such nation for
relief from the provisions of this clause or from any decision of
the arbitrator made prior to the award.

    (c) Consent to Jurisdiction: Pursuant to the DIP Loan
Agreement, consistent with the foregoing agreement to submit any
disputes to arbitration, each of the parties acknowledges that
the Dispute Resolution Procedures are intended to be the
exclusive method for resolution of disputes arising under the DIP
Loan Agreement and agrees that no party to the agreement shall
commence any action or proceeding in any court with respect to
such dispute, except (a) to enforce the Dispute Resolution
Procedures; (b) to obtain provisional judicial assistance in aid
of the Dispute Resolution Procedures; or (c) to enforce an award
made in accordance with the Dispute Resolution Procedures.


44. The Debtors show that they will suffer immediate and
irreparable harm if this matter is not heard and authorized on an
emergency basis. The statutory requirement for obtaining
postpetition credit under   364(c) of the Bankruptcy Code1 is a
finding, made after notice and hearing, that the debtors in
possession are "unable to obtain unsecured credit allowable under
section 503(b)(1) of [the Bankruptcy Code] as an administrative
expense." See In re Garland Corp., 6 B.R. 456, 461 (1st Cir. BAP
1980) (secured credit under   364(c)(2) is authorized, after
notice and a hearing, upon showing that unsecured credit cannot
be obtained); In re Crouse Group, Inc., 71 B.R. 544, 549 (Bankr.
E.D. Pa.), modified on other grounds, 75 B.R. 553 (Bankr. E.D.
Pa. 1987) (debtor seeking unsecured credit under   364(c) of the
Bankruptcy Code must prove that it was unable to obtain unsecured
credit pursuant to   364(b) of the Bankruptcy Code); In re Ames
Dept. Stores, Inc., 115 B.R. 34, 37-39 (Bankr. S.D.N.Y. 1990)
(debtor must show that it has made a reasonable effort to seek
other sources of financing under    364(a) and (b) of the
Bankruptcy Code). Where (a) the debtor is unable to obtain
unsecured credit on an administrative basis pursuant to   364(b),
(b) the credit transaction is necessary to preserve the assets of
the estate, and (c) the terms of the transaction are fair,
reasonable and adequate given the circumstances of the debtor-
borrower and the proposed lender, financing under   364(c) is
appropriate. See, e.g., In re Aqua Associates, 123 B.R. 192, 195-
6 (Bankr. E.D. Pa. 1991); Ames Dept. Stores 115 B.R. at 37-39.

45. The Debtors submit that it would have been impossible to
obtain unsecured credit under section 503(b)(1) of the Bankruptcy
Code during the chapter 11 administrative phase. Initially, it
should be acknowledged that the universe of lenders who could
commit to meet the 1 Section 364(c) of the Bankruptcy Code
provias that: If the trustee [or debtor in possession] is unable
to obtain secured credit allowable under section 503(b)(1) of
this title as an administrative expense, the court, after notice
and hearing, may authr9ize the obtaining of credit or the
incurring of debt -1. With priority over any and all
administrative expenses of the kind specified in section 503(b)
or 507(b) of this title; Debtors' post-petition financing needs
is limited. The airline industry is in the midst of an economic
crisis, and there are few, if any, lenders willing to finance
this business.

46. In addition, the Postpetition Indebtedness was negotiated on
a parallel course with the prepetition restructuring efforts. The
parties recognized and acknowledged that a chapter 11 filing
might become the necessary vehicle through which the Debtors
would complete their restructuring and implement their strategic
plan. The Postpetition Indebtedness is a critical component of
the Debtors' successful reorganization. In the exercise of their
business judgment the Debtors elected to proceed with the DIP
Loan Agreement offered by the DIP Lenders. The Debtors submit
that under the foregoing circumstances they have satisfied the
requirements of   364(c) of the Bankruptcy Code.

47. In the Debtors' considered business judgment, the terms of
the DIP Loan Agreement are fair, reasonable and appropriate under
the circumstances of these cases. The proposed DIP Loan Agreement
provias generally that the superpriority administrative expense
claims granted to the DIP Lenders are subject to the Carve-Out.
The Carve-Out encompasses (a) allowed and unpaid professional
fees and disbursements incurred by the Debtors and any statutory
committees appointed in these cases in an aggregate amount not to
exceed $500,000, and (b) the payment of US Trustee fees pursuant
to 28 U.S.C.   1930. In Ames Department Stores, 115 B.R. at 40,
the Court found that such carve-outs are not only reasonable, but
are necessary to insure that official committees and debtors'
estates are adequately assisted by counsel.

48. The Debtors have moved rapidly and in an efficient manner to
ensure that they would be able to obtain the financing necessary
to continue operations post-petition. The Debtors' management
took the steps it deemed necessary and exercised its careful
business judgment in negotiating the DIP Loan Agreement for which
it seeks this Court's approval. Bankruptcy courts routinely defer
to a debtor's business judgment, including the decision to borrow
money, unless the decision is arbitrary and capricious. See In re
Trans World Airlines, Inc., 163 B.R. 964, 974 (Bankr. D. Del.
1994) (noting that the debtor in possession facilities were
approved because they "reflect[ed] sound and prudent business
judgment on the part of TWA . . .[were] reasonable under the
circumstances and in the best interests of TWA and its
creditors"); Cf., In re Simasko Prod. Co., 47 B.R. 444, 449 (D.
Co. 1985) ("Business judgments should be left to the board room
and not to this Court"); In re Lifeguard Industries, Inc., 37
B.R. 3, 17 (Bankr. S.D. Ohio 1983) (same); In re Curlew Valley
Associates, 14 B.R. 506, 513-14 (Bankr. D. Utah 1981) (holding
that courts generally will not second guess a debtor in
possession's business decision when they involve "a business
judgment made in good faith, upon a reasonable basis, and within
the scope of [its] authority under the Code"). In fact, "[m]ore
exacting scrutiny would slow the administration of the Debtors'
estate and increase its costs, interfere with the Bankruptcy
Code's provision for private control of administration of the
estate, and threaten the court's ability to control a case
impartially." Richmond Leasing Co. v. Capital Bank, N.A., 762
F.2d 1303, 1311 (5th Cir. 1985).

49. The Debtors have exercised sound and prudent business
judgment in determining that postpetition credit is necessary and
appropriate and they have satisfied the legal prerequisites to
incur debt under the DIP Loan Agreement. The terms of the DIP
Loan Agreement are fair, reasonable and appropriate, and are in
the best interests of the Debtors' estates. Accordingly, the
Debtors should be granted authority to enter into the DIP Loan
Agreement and obtain funds from the DIP Lenders on the
administrative superpriority basis described above, pursuant to
364(c)(1) of the Bankruptcy Code.


50. Notice of this Motion has been proviad to the United States
Trustee, those parties listed as each Debtor's twenty largest
unsecured creditors, counsel for BONY and the noteholders under
the Master Trust Agreement, the District Director of the Internal
Revenue Service and all other creditors immediately and directly
affected by this Motion. Where possible, the Debtors served the
Motion on each of the aforementioned by facsimile.

51. The Debtors submit that they are requesting by this Motion
relief which is routine in cases of this type, that the Debtors
are relying on no points and authorities other than the rules and
statutory provisions cited in this Motion, and that, accordingly,
no purpose would be served by requiring the Debtors to submit a
memorandum of law in support of this Motion. WHEREFORE, the
Debtors respectfully pray for the following relief:

   a. That the Court enter an order approving this Motion on an
      emergency, interim basis;

   b. That the Court authorize the Debtors to obtain postpetition
      financing from the DIP Lenders, pursuant to the proposed
      DIP Loan Agreement; c. That the Court grant relief from the
      requirement of S.D.N.Y. LBR 9013-1(b); and d. Such other
      and further relief as allowed by law and as deemed just
      and equitable by this Court.

Dated: Atlanta, Georgia
March 24, 2003
Respectfully submitted,

/s/Ronald E. Barab
Ronald E. Barab (RB4876)
Brian P. Hall (BH5060)
Of Counsel:
Suite 3100, Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 815-3500

Of Counsel:
1251 Avenue of the Americas
New York, New York 10020
(212) 278-1000
Attorneys for the Debtors

EMCALI: Urged to Employ Aggressive Plan to Head Off Collapse
The Colombian government is urging Cali-based multi-utility
Emcali, which provias water, power and telecoms services in the
Valle del Cauca department in Colombia's southwest, to launch an
aggressive plan that would stave off a collapse. The aggressive
plan, according to Business News Americas, indicates that Emcali
will have to pay some COL340 billion (US$115mn) annually until

"The company could continue past 2004 if they restructure all of
the liabilities and credits which would require some COL150
billion (US$50.6bn). [But] it's not viable unless all the
creditors are on the table," the superintendent of domestic
public services, Eva Maria Uribe was quoted as saying at a recent
conference discussing the company's future.

The objective of the Company's restructuring is to continue its
viability under the state's model of commercial and industrial
businesses and to offer services at reasonable prices.

Emcali's current situation is unsustainable due to the company's
substantial debt and lack of financial resources.

The Company's current debt exceeds COL600 billion (US$202mn).

C O S T A   R I C A

ICE: Comptroller Rejects Alcatel Fiber Optic Contract
A contract awarded by Costa Rica's state-run telecoms monopoly
ICE to French Equipment supplier Alcatel was rejected by the
country's comptroller, citing Alcatel's failure to guarantee that
its network management system could communicate with ICE's
management platform.

The tender is for the deployment of 1,790km of fiber optic
cabling for east-west and north-south border to border
connectivity using DWDM technology, to be installed alongside
overhead power cables, said Business News Americas. The
technology would allow ICE to add some 40,000 fixed lines and add
support for its GSM mobile network.

The comptroller said that ICE stipulated that all offers should
require no modification in ICE's existing company structure,
which Alcatel did not follow. Alcatel said that the project would
depend on other investments ICE would have to make.

According to the report, Ericsson bid US$65 million, while
Israel's ECI Telecom asked for US$72 million, and Marubeni bid
US$74 million for the contract. The comptroller indicated that
only Ericsson offered a perfectly qualified bid, citing flaws in
the other bids.

ECI's proposal would not allow integrated administration of the
entire network, while Marubeni's proposal to use the technology
used by call centers, banks and multinationals would be illegal,
said the comptroller.

Meanwhile, ECI has provisionally won a contract for the supply of
85,000 DSL lines, but the contract is still subject to the
comptroller's approval, which is expected to come next month.


* Fitch Revises Outlook on Ecuador's Sovereign Rating to Positive
Fitch Ratings has revised the Rating Outlook on Ecuador's 'CCC+'
Long-term foreign currency sovereign rating to Positive from
Stable, given IMF approval of a US$205 million Stand-by program.

The IMF program makes Ecuador eligible for US$230m in financing
from the Inter-American Development Bank and the World Bank. The
Andean Development Bank (CAF) plans to make up to US$500m per
year available to Ecuador during the next four years. Thus, the
expected US$1.35 billion public sector financing gap for 2003
(which includes clearing arrears) is largely covered, and 2004
financing needs appear within reach, as long as fiscal targets
and other performance criteria are met. Prior to the announcement
of the program, uncertainty regarding this year's fiscal
financing plan had been a constraint on Ecuador's rating.
Furthermore, given concerns about a robust implementation of the
program, Fitch will monitor economic policy performance closely,
as well as IMF quarterly reviews beginning in June 2003.
According to Ecuador's Letter of Intent (LOI) with the IMF, as
amended on March 13, the government has met all seven 'prior
actions' required for Board approval. A critical prior action was
to clear approximately US$150m in arrears to Paris Club
creditors. With the paydown of US$52m in arrears since the
beginning of the year, the Board was satisfied that this action
was met, in spite of additional arrears generated this year and
the fact that further Paris Club rescheduling appears unlikely.
The government has committed to paying the balance of arrears
(roughly US$90m) within four weeks.

A second critical prior action was to submit a customs service
reform law to Congress. Congressional opposition to this measure
raises concerns about its ultimate passage. Thirdly,
congressional passage of President Gutierrez's 2003 budget was
another completed prior action, in spite of containing an
authorization to spend an additional US$165m for education. The
LOI was amended to include a commitment to reduce other spending
categories in a like amount. And, in spite of recent public
sector wage demands, the government has agreed with the IMF to
make any wage adjustment part of a comprehensive civil service
reform, which should prevent the wage bill from rising
dramatically. A fourth important adjustment to the LOI that
underpinned Board approval was the extension of deadlines for
independent auditors and trust managers to be selected for
managing assets from the 1999-2000 banking crisis.

The 2003 budget projects a non-financial public sector cash
surplus of 1.9% of GDP, compared with a 1.1% surplus in 2002.
When last year's US$600 million in arrears are considered, the
scale of the adjustment this year, 3.2% of GDP, appears
ambitious. With expenditures expected to rise by 0.2% of GDP this
year, the adjustment is to come on the revenue side. The gasoline
price increase enacted in January could yield US$400 million or
1.5% of GDP. No other significant tax changes have been enacted,
so additional revenues are likely to come from public enterprises
and improved collections. Tax reform is a performance criterion
in the IMF program, but is not due until end-November, so the
impact would not come until 2004. Oil revenues may well exceed
what was budgeted this year, given an average price for Ecuadoran
crude of US$29 per barrel so far this year, compared to a
budgeted US$18 per barrel. Yet oil prices slid with the onset of
the Iraq conflict, with Ecuadoran crude falling to US$20.00 per
barrel. The fiscal responsibility law passed last year requires
that a large portion of oil revenues in excess of those budgeted
go to public debt reduction. If fiscal and structural goals are
not met during the IMF's quarterly reviews, disbursements could
be halted. In addition to tax reform, structural performance
criteria include labor and tariff reform, liquidating intervened
banks, and reform of the utilities sectors. Given Ecuador's
tenuous cash position, disbursement suspensions would lead to
debt servicing pressures. The rating could be upgraded if the IMF
program is fully implemented - in particular, meeting fiscal
targets, preventing new arrears, and liquidating intervened
banks. Recent modifications to the program, including the
authorization of spending increases and a postponement of arrears
clearage, as well as political tensions, raise concerns about
full implementation. The rating Outlook could revert to stable in
the event of significant policy slippage and doubts about
multilateral disbursements.

CONTACT:  Roger M. Scher +1-212-908-0240, New York
          Theresa Paiz-Fredel +1-212-908-0534, New York
          Richard Fox, London +44 (0)20 7417 4222

Media Relations: Kris Anderson 44 20 7417 4361, London


AIR JAMAICA: To Capitalize On ICI's from Belize
Troubled regional carrier Air Jamaica plans to attract local
Informal Commercial Importers (ICI) to the commercial freezone in
Belize, despite having reduced its four weekly Belize-bound
flights to three last November.

Air Jamaica marketing manager Richard Lue said that Air Jamaica
is enjoying a 40 percent load factor increase.

The Jamaica Gleaner quoted Mr. Lue as saying, "Since the airline
pulled out of Panama, it has always been looking for an
alternative to offer our ICIs that support us so much.  We found
that the freezone (in Belize) is similar to the Panama market as
it offers both retail and wholesale shopping."

He added that the route is dependent on connecting passengers,
the majority of whom travel from Atlanta and Chicago in North
America and London, England.

"Sixty to 70 per cent of people on the flights will be connecting
... the Montego Bay hub gives Belize good connection to a lot of
the gateways. Since November, when we started flying, our loads
have doubled and we would like to increase that as long as we get
a consistent flow of Jamaicans going back and forth," he said.

As part of Air Jamaica's efforts to get more Jamaicans to visit
Belize, it would be approaching the travel agents, who book most
of the ICIs about the airline's shopping packages, said Mr. Lue.

CONTACT: Air Jamaica
         4 St. Lucia Avenue
         Kingston 5,
         Tel No. 876/922-3460
         Fax /929-5643
         Gordon Stewart, Chairman
         Allen Chastanet, Vice President for Marketing and Sales


CFE: Decision To Call For LNG Supply Contract Bids To Come 2004
Mexico's state power company CFE will decide in 2004 whether to
call for bids for a liquefied natural gas (LNG) supply contract
at a port on the Pacific, Business News Americas reports, citing
CFE's financed projects department deputy development director
Alberto Ramos.

"We're looking at the possibility of buying gas on the Pacific
coast, and feasible points [for this] are Manzanillo in Colima
state, Lazaro Cardenas in Michoacan and Topolobampo in Sinaloa,"
Ramos said.

At Manzanillo and Topolobampo, the CFE would use the gas to
convert its existing fuel oil-fired thermoelectric plants to
natural gas as well as piping gas to the center of the country,
while at Lazaro Cardenas there would be an option for a private
generator to build a plant and send surpluses to the center of
the country, Ramos said.

According to a report in newspaper El Financiero, a bidding
requirement will be for the company to have control of the
natural gas reserves or a sufficiently large stake in them to be
able to ensure supplies for a 500 million cubic feet/day (mcf/d)
terminal. The winning company would also be able to build a
larger capacity than the 500mcf/d minimum, and sell the
difference on its own account.

GRUPO ELEKTRA: Reduces Expensive Debt, Foreign Exchange Exposure
Grupo Elektra S.A. de C.V. (NYSE: EKT) (BMV: Elektra), Latin
America's leading specialty retailer, consumer finance and
banking services company, announced Monday details of its
financial strategy for 2003, including the pre-payment of the
remaining US$105.6 million of its US$130 million syndicated loan
(US$24.4 million were due and paid during January 2003); the
payment of US$16 million due of its outstanding Euro commercial
paper program and the full payment of its outstanding public
securitization program for Ps. 2,450 million.

Javier Sarro, Chief Executive Officer of Grupo Elektra,
commented: "We feel positive that our financial strategy for 2003
will benefit all our stakeholders. Our main objectives in the
short term are to pre-pay expensive debt and to reduce our
exposure to dollar-denominated liabilities." He continued: "In
the medium term, we expect to achieve a net debt position of
zero, which would match that of our global benchmark retailers."

The short-term objectives were met when Grupo Elektra paid off
its US$130 million syndicated loan and the US$16 million portion
due during the first quarter of the year of its outstanding Euro
commercial paper. As a result of this, the consolidated dollar-
denominated indebtedness of the company, excluding non-restricted
subsidiaries, should decline by approximately US$150 million at
the end of 1Q03 compared to year-end 2002. Furthermore, Grupo
Elektra was able to accelerate and complete the anticipated
amortization of its outstanding public securitization program
representing an amount of Ps 2,450 million.

The resources for the payments came largely from the cash
position of the company, the issuance of debt in pesos for
approximately Ps. 550 million and the sale of assets to Banco
Azteca used for their day-to-day operations. These include
furniture, computer and transportation equipment, and other
assets. The price of this transaction was based on the market
value of the assets as appraised by a qualified third party.

"We expect further positive effects from our financial strategy
for this year. First, our consolidated dollar-denominated
indebtedness will decline by approximately US$150 million at the
end of 1Q03 and is expected to further decline by the end of
April. Second, we are reducing by 40% our foreign exchange
exposure coming from our dollar-denominated debt. Third, we are
reducing interest expenses for Grupo Elektra; and fourth, the
separation of assets and elimination of inter-company agreements
between the retail division and Banco Azteca fosters
transparency," said Rodrigo Pliego, Chief Financial Officer of
Grupo Elektra. He concluded, "Future cash needs will be largely
met with our internally generated resources or, to a lesser
extent, with debt denominated in pesos, as required."

Grupo Elektra is Latin America's leading specialty retailer,
consumer finance and banking services company. Grupo Elektra
sells retail goods and services through its Elektra, Salinas y
Rocha and Bodega de Remates stores and over the Internet. The
Group operates almost 900 stores in Mexico, Guatemala, Honduras
and Peru. Grupo Elektra also sells and markets its consumer
finance and banking products and services through its Banco
Azteca branches located within its stores. Financial services
include consumer credit, money transfers, extended warranties and
savings accounts.

                               CFA Director - Investor Relations


                               Bernardo Bouffier
                               Investor Relations
                               Tel. +52 (55) 8582-7819
                               Fax. +52 (55) 8582-7822

GRUPO ELEKTRA: Announces Transactions With Banco Azteca
Grupo Elektra S.A. de C.V. (NYSE: EKT, BMV: Elektra*), Latin
America's leading specialty retailer, consumer finance and
banking services company, announced Monday details of a series of
transactions between the company and its banking subsidiary
(Banco Azteca) that lead to the proper allocation of assets and
enhance the transparency between the banking and retailing

The first series of transactions, subject to comply with
mandatory details outlined in Grupo Elektra's 2008 Senior Notes
indenture, include operations for approximately Ps. 650 million:

* The sale of Grupo Elektra assets related to Banco Azteca's day-
to-day operations is based on the market value of the assets as
obtained from an independent appraisal:

-- Computer equipment & software.
-- Transportation equipment (e.g. motorcycles used by
-- Office furniture & equipment.
-- Satellite network.
-- Store upgrades (i.e., bunkers containing the branches of the

* The advanced payment of rents and utilities, based on the
present value of these items.

The second series of transactions for approximately Ps. 1.7
billion include five Elektrafin accounts receivable private
securitizations. Banco Azteca acquired the preferred certificates
issued through a trust in connection with such transactions. As
holder of these preferred certificates, Banco Azteca is entitled
to receive, on a monthly basis, a predefined payment based on the
collection of accounts receivable sold to the trust with a 1.5 to
1 margin. Elektrafin, holder of the subordinated trust
certificates, is entitled to receive any amount collected on top
of payments to Banco Azteca.

SATMEX: Likely To Get Eximbank Loan In April
Satmex (Satelites Mexico), 49% held by Loral Space &
Communications Ltd., expects to receive a US$260-million loan
from the US Eximbank in April. The US Congress is yet to approve
the loan but Satmex is positive about the outcome.

The loan will enable Satmex to restructure its current debt of
US$525 million, pay off a bond issue of US$320 million and extend
the terms of the remainder.

The Company intends to launch its new Satmex 6 satellite later
this year at a cost of US$300 million.

Satmex posted a US$100-million income for 2002, a decrease of
25.9% from 2001.


BELLSOUTH NICARAGUA: Seeks License Return to Teleglobo
Bellsouth Nicaragua filed a petition in the country's Supreme
Court seeking a return of the North Atlantic mobile concession
formerly held by Teleglobo, reports local paper La Prensa.

A report by Business News Americas indicated that Nicaraguan
telecoms regulator, Telcor, Teleglobo's license in August 2002
for failing to build a client base of more than 1,600 in more
than six years. At that time, Telcor said that it was obligated
to put the Company up for sale in a public auction.

Teleglobo has also filed an appeal in the Supreme Court, and is
awaiting the court's decision.

BellSouth Nicaragua CEO Miguel Garcia said that Teleglobo may be
able to receive the license trough a transferal process. He gave
the example of rival operator PCS Digital, whose parent company
America Movil obtained a concession originally won in March 2001
by Azteca Holding.

Telcor revoked Azteca's license because of corruption allegations
and transferred it to PCS Digital in September 2002, said the

Business News Americas said that BellSouth would negotiate a
roaming agreement with Teleglobo, if the court orders Telcor to
return its license. But if the license revocation is sustained,
said Mr. Garcia, BellSouth would offer to buy the license and
invest in the business, according to the same guidelines defined
for Teleglobo.

CONTACT:  BellSouth Corp
          Room 15G03
          1155 Peachtree Street NE
          Atlanta, GEORGIA
          United States 30309-3610
          Phone: +1 404 249-2000
          Fax:  +1 404 249-5599
          Home Page:
          F. D. Ackerman, Chairman, President & Chief Executive


COPACO: Siemens Likely To Begin Digitalization Next Month
German technology supplier Siemens can't begin working on the
digitalization of Paraguay's state-run fixed line operator
Copaco's switching centers until next month, Business News
Americas reports, citing a spokesperson from the telecoms
workers' union Sinattel.

Sinattel union head Carmelo Rios expects the project approval
process to continue for another month.

Copaco is confident that Siemens can complete the digitalization
within four months. And while it expects to cover the bulk of the
US$9.7 million investment with its own cash flow, the Company
said it will seek a short-term loan.

The digitalization program is part of a development plan that
Copaco announced in June 2002, but which has been delayed for
much longer than the 100 days originally planned. The only other
aspect of the plan in which progress has been made is the search
for billing software, to which end Copaco has asked various
suppliers for quotes, Rios said.

The government has not approved the entire plan so Copaco is
presenting each project one by one, he said.

CONTACT:  COPACO S.A. (Ex. Antelco) - Paraguay
          Phone: 595-21-2192175
          Fax: 595-21-2192175


WIESE SUDAMERIS: Rebrands, Reshuffles Board
Peru's second largest bank Banco Wiese Sudameris named new
members of the board of directors and hired executives from the
Italian parent company Banca Intesa, reports Business News
Americas, citing a spokesperson from the bank.

Following approval from the board on March 21, Sudameris hired
Italian and international banking director Giovanni Boccolini and
management representative Giovanni Gilli.

The new board is comprised of Raul Barrios, Giovanni Lenti,
Carlos Palacios, Raul Salazar, Daniel Haime, Raffaele Tiano
Sambo, Giovanni Boccolini, Giovanni Gilliy and Sudameris CEO
Patrick De Villemandy.

Meanwhile, Sudameris has started the legal process to drop Wiese
from its brand name. Asked if the name change meant the exit of
the local Wiese family as a Sudameris shareholder, the
spokesperson said the rebranding reflects the family's diluted
ownership, around 0.81%, and the Italian bank's long term plans
for Sudameris.

The executive shuffle and rebranding is part of a strategy to
reposition Sudameris in its traditional retail market, the
spokesperson said, without ignoring corporate banking. The
repositioning process started last year with help from
consultancy McKinsey & Co and is now bearing fruit in terms of
efficiency and profitability, he added.

T R I N I D A D   &   T O B A G O

CARONI LTD.: Chamber of Commerce Head Urges Phased Restructuring
Couva-Point Lisas Chamber of Commerce president Feroze Khan said
that the restructuring of Trinidad and Tobago state sugar
enterprise, Caroni (1975) Ltd., should be done on a phased basis,
according to a report by the Trinidad Guardian.

Mr. Khan was speaking at a rally staged by the National Trade
Union Centre (NATUC) at the Reinzi Complex in Couva.

"I mount this platform today, as much in support for you as in
support for those businesses that are driven by the wages of the
employees of Caroni and by the supply of goods and services
directly and indirectly to Caroni (1975) Ltd," he said.

The leader added, "I can testify that on a Caroni pay-week, we do
twice as much business as on the `trust' week. What will happen
when every week is a `trust' week? The effect will not be
confined to Couva or Central Trinidad. "

"The major supplier of equipment and spares to Caroni is not in
Couva. The major supplier of chemicals to Caroni is not in Couva.
What will happen to the local economy when separated employees
can no longer meet their commitments to the bank?"

Mr. Khan expressed his fears that the economy will have to
weather severe hardships, if wages for the 9,000 workers who
received VSEP offers are suddenly pulled out from the economy.

He suggested that the funds allocated for the VSEP programme
should be used to drive the implementation of the Caroni land-use
plan, which would create long-term sustainable and economically
viable jobs. He added that Caroni workers could gradually move to
these jobs.

Mr. Khan commented that transport and harvesting contractors will
also be affected in the restructuring of the Company. He pointed
out that Caroni earns more than $300 million in annual foreign
exchange, and has preferential prices for sugar to Europe until
2007. Thus, according to him, the VSEP plan should be rethought.

CONTACT:  Caroni Limited
          Old Southern Main Road, Caroni,
          Trinidad & Tobago
          Phone: (868) 663-1781 or 662-0879
          Fax: (868) 663-1404


* Uruguay Steps Up Effort To Regain Investor Confidence
The embattled government of Uruguay opened a new state-owned bank
Monday as part of its bid to restore confidence in the financial
industry, reports Bloomberg.

The Nuevo Banco Comercial SA bank, which was created from the
merger of three failed banks, will have about US$882 million in
assets and US$667 million in deposits. The government, which
couldn't find a foreign investor to capitalize the bank, issued a
six-year bond to gradually pay back term deposits.

Meanwhile, analysts remain apprehensive regarding the
government's ability to run the bank.

"I wouldn't put my money in this new bank," said Ramon Diaz,
former president of the central bank and currently an economic
consultant. "The Uruguayan government isn't trustworthy in this

"I'll only put my money into this bank the day I see the
president and all other politicians do the same," said Juan
Carlos Mezzutti, 39, who said he has over $100,000 frozen in the
banks, and hasn't been told when he'll be able to get to his
money or how much of it will be paid back.

Uruguay is struggling to avoid defaulting on its US$11.4 billion
in debt and needs to stabilize its banking industry to prevent
another run on deposits.

* Uruguay Issues Letter of Intent
The following item is a Letter of Intent of the government of
Uruguay, which describes the policies that Uruguay intends to
implement in the context of its request for financial support
from the IMF.

Monteviao, Uruguay
February 24, 2003

Mr. Horst K"hler
Managing Director
International Monetary Fund
Washington, D.C. 20431

Dear Mr. K"hler:
This supplement to our Letter of Intent dated February 24, 2003
is to inform you that the Government of Uruguay is preparing a
comprehensive debt exchange program. This operation is an
important element of our economic program which is designed to
restore sustained economic growth, stable public finances, and a
strong external position.

To this end, the Government of Uruguay has filed the relevant
securities documentation with the U.S. Securities and Exchange
Commission in order to initiate consultations with the private
sector creditor community. We intend to launch exchange offers in
early April 2003 and expect to complete the debt exchange by
early May 2003. The key objectives of the operation are to:
(i) provia sufficient cash flow relief in order to fully
eliminate any residual financing needs during 2003-05; and
(ii) achieve a sustainable debt and debt service profile over the
medium term, under the economic assumptions contemplated in the
Letter of Intent. We understand that achieving the above-defined
key objectives is a condition for the completion of the third
review under the stand-by arrangement.

Together with the targeted improvement in the primary surplus
close to 4 percent of GDP over the medium term, the debt-to-GDP
ratio is projected to decline to a manageable level of less than
55 percent by 2012 under the assumptions contemplated in the
program. In turn, the improvement in the profile of the debt
service and clear prospects for medium-term debt sustainability
should enable a gradual return to market access, strengthen
investor confidence, and support a durable recovery of growth.

As noted, we are consulting our private creditor community in
designing the details of the exchange. On a preliminary basis, we
expect the operation to have the following broad features: (1)
the exchange offer will include almost all outstanding government
securities denominated in foreign currencies having an original
term of more than 12 months; (2) assure, as far as possible, the
equal treatment among creditors; (3) the exchange will maintain
the original currency of the old bonds and will extend maturities
compared with the old bonds; and (4) participation in the
exchange will be voluntary. Nevertheless, to ensure the financing
of our program and medium-term cash-flow relief, we are aiming
for a high level of participation by creditors in the exchange.

While we believe that we will be able to implement this debt
exchange, the government stands ready to take, in consultation
with the Fund, any additional measures that may be necessary to
ensure successful implementation of the program.

Sincerely yours,

Julio de Brun
Central Bank of Uruguay

Alejandro Atchugarry
Minister of Economy and Finance
Republic of Uruguay


PDVSA: Two Workers Injured in Refinery Restart Attempt
Two workers of Venezuela's state oil company sustained steam
burns during the attempted restart of the Cordon refinery's
delayed coking unit, reports Dow Jones Newswires. Petroleos de
Venezuela, S.A. (PdVSA) assured people that the two workers are
out of danger.

According to the report, there was a "minor accident" during the
restart attempts on Monday. The Cordon refinery's average output
is 100,00 barrels daily from the delayed coker, coupled with a
65,000 barrels per day from a flexi coker.

Apparently, PdVSA workers who joined the national strike that
caused the shutdowns, warned the Company of commissioning
underqualified staff to restart machinery, as this may result in

A number of PdVSA refineries have resumed operations, but some
were having trouble with their catalytic crackers.

Meanwhile, the Company has resumed production, though at a lower
level that before the strike. Recent reports indicate that the
Company and the dissident workers disagree on the actual output
figures released.


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