/raid1/www/Hosts/bankrupt/TCRLA_Public/030714.mbx      T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Monday, July 14, 2003, Vol. 4, Issue 137

                          Headlines


A R G E N T I N A

AHOLD: D&S Lawsuit Will Include Testimony From Ex Employees
AT&T LATIN AMERICA: Enters Final Stage of Restructuring Process
EDITORIAL PERFIL: Fitch Rates Bonds 'D(arg)'
IMPORTADORA Y EXPORTADORA: Fitch Assigns 'BB(arg)' Bond Rating
INTERANDES: Bonds Get 'BBB(arg)-' Rating From Local Fitch

REPSOL YPF: Refinances 2005 Debts With 1,000 Euro Bond Issue
TERMOANDES: Bonds Get Junk Rating From Local Fitch


B E R M U D A

FOSTER WHEELER: NYSE OK's Continued Listing Based on New Plan
GLOBAL CROSSING: Court Extends Plan Filing Exclusivity to Oct 28


B R A Z I L

ARACRUZ CELULOSE: Consolidated 2Q03 Results Shows Improvement
BRAZILIAN MERCHANT: Two Notes Series Assigned Ratings
ELETROPAULO METROPOLITANA: BNDES Readies Preferred Offering
EMRATEL: To Take $35M Charge for UOL Network
UOL: 2002 Net Results Still Negative


C H I L E

COEUR D'ALENE: Added to Russell 2000 Index
ENDESA CHILE: S&P Rates US$200 Million 144A Notes 'BBB-'


C O L O M B I A

AVIANCA: Seeks Extension To File Reorganization Plan
PAZ DEL RIO: Workers Sign Accord To Take Company's Control


E C U A D O R

PACIFICTEL: Conatel Rejects Suptel's Request For Intervention
PETROECUADOR: To Transport Oil Through OCP Pipeline


J A M A I C A

AIR JAMAICA: Executive Sees Negative Results In The Near Future


M E X I C O

GRUPO IUSACELL: Unit Receives Extension to Amendment, Waiver


U R U G U A Y

UTE: In Talks With Six Companies For Thermo Plant Construction


V E N E Z U E L A

CITGO PETROLEUM: Mar¡n Replaces Contreras as President and CEO


     - - - - - - - - - -


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

AHOLD: D&S Lawsuit Will Include Testimony From Ex Employees
-----------------------------------------------------------
Chilean food retailer Distribucion y Servicio D&S SA will present
in a Dutch court this coming September sworn testimony it
solicited from three people who worked for Dutch Royal Ahold
during the sale of the Ekono chain in Argentina in 1998. Based on
the testimony, the Company may file a lawsuit against Royal Ahold
for failing to keep its promises and failing to instruct its
subsidiaries to fulfill its valid contracts.

D&S and Royal Ahold are locked in a US$45-million debt dispute,
which stems from the purchase of Ekono by Ahold's Disco unit for
US$150 million, of which US$60 million was paid at the time.

Of the remaining US$90 million, only half was later paid after
the Argentine peso dropped in value. D&S claims the debt was owed
in dollars and is claiming another $45 million remains to be
paid. Lawyers for D&S believe that the testimony will confirm
that the Dutch company is obliged to pay the debt in US dollars,
despite the fact that the deal took place in Argentina.


AT&T LATIN AMERICA: Enters Final Stage of Restructuring Process
---------------------------------------------------------------
AT&T Latin America Corp. (ATTL) announced several leadership
changes as it enters into the final stages of restructuring and
prepares for negotiations with a potential buyer of the Company.

Leadership Changes

On July 9, Patricio Northland announced his resignation as CEO
and Chairman of the Board. Mr. Northland has successfully guided
the Company through its restructuring and sales process to-date.
Mr. Northland remained with the Company until operational and
financial stability were achieved, and qualified buyers were
identified. The Company will not replace Mr. Northland with a new
CEO. Instead, the Company will form an Office of the President,
comprised of the Company's Chief Operating Officer, Chief
Financial Officer, and General Counsel, to work with the General
Managers of each country to manage the operations of ATTL through
the remainder of the restructuring and sale process.

Newly elected Board Chairman, Gary Ames, stated, "We are very
thankful for Patricio Northland's leadership throughout his
tenure as CEO. We are particularly grateful for his complete
dedication and strong leadership in executing the Company's
recent turnaround and restructuring process." Mr. Northland
commented, "I am extremely proud of what our employees have
accomplished over the last 6 months. In the face of many
challenges, we maintained our operational excellence and restored
the Company to financial stability." Regarding the sales process,
Mr. Northland concluded, "We have had tremendous interest in our
Company throughout this process. This is a testament to our
employees, our network, and the fact that we have one of the most
attractive customer bases in all of Latin America. We expect the
remainder of the process to go smoothly, resulting in a rapid
closure to the deal."

The company also announced that five Board Members affiliated
with its majority shareholder, AT&T Corp., had resigned their
seats on the ATTL Board, effective June 30, 2003. The AT&T Corp.-
affiliated Board Members were replaced with three independent
Board Members, each with a vast experience in the Latin American
region, the telecommunications industry and restructuring
situations. These Board resignations were expected and are a
natural progression in the AT&T Corp. relationship with ATTL.

Restructuring and Sale Process

As part of its ongoing restructuring process, ATTL initiated a
process to sell the Company to a strategic or financial investor.
Through its investment banking advisor, Greenhill & Co., ATTL
solicited initial interest and bids in April, and selected
several potential acquirers that met criteria established by
ATTL's Board of Directors. The Company expects to select a
finalist by mid-July and submit the final purchase agreement to
the bankruptcy court, with court approval expected by the end of
September. John Liu, Principal and Greenhill & Co. stated, "We
reviewed over 20 qualified offers. Given the quality of the
potential investors, we were able to select a number of potential
acquirers that possessed both the financial capability and level
of commitment necessary to rapidly close a deal. The fact that so
many firms expressed an interest in AT&T Latin America, and were
willing to work with aggressive schedules, demonstrates the
attractiveness of this Company to a potential purchaser."

Operationally and financially, ATTL continues to exceed its
financial performance targets and all of its restructuring
objectives due to aggressive actions earlier in the year, and
continued cost management efforts. The Company has exceeded its
financial budget in five consecutive months. Through May of this
year, the Company generated over $6 million in profits before
restructuring charges. And, for the first time in the Company's
history, each of the Company's five country operations generated
positive EBITDA through the first five months of the year. The
outlook for the rest of the year remains strong as well, and the
Company continues to see upside in all areas of its operations,
including revenue, cost of revenue, and SG&A. The Company's
strengthened performance and financial position have increased
the Company's options under any restructuring scenario.

About AT&T Latin America

AT&T Latin America Corp., headquartered in Washington, D.C., is a
facilities-based provider of integrated business communications
services in five countries: Argentina, Brazil, Chile, Colombia
and Peru. The Company offers data, Internet, voice, video-
conferencing and e-business services.


EDITORIAL PERFIL: Fitch Rates Bonds 'D(arg)'
--------------------------------------------
Corporate bonds issued by Editorial Perfil S.A. were given
default ratings by Fitch Argentina Calificadora de Riesgo on
Thursday, says the National Securities Commission of Argentina.

Some US$25 million worth of bonds called "Primera serie de
Obligaciones Negociables", were rated 'D(arg)', based on the
Company's finances as of the end of this year's first quarter.
Fitch said that the rating is assigned to issues that are
currently in payment default.


IMPORTADORA Y EXPORTADORA: Fitch Assigns 'BB(arg)' Bond Rating
--------------------------------------------------------------
The National Securities Commission of Argentina says that
corporate bonds issued by S.A. Importadora y exportadora de la
Patagonia were rated 'BB(arg)' by Fitch Argentina Calificadora de
Riesgo recently.

The rating, which was based on the Company's finances as of the
end of March 2003, denotes that the bonds have a fairly weak
credit risk relative to other issues in Argentina. It applies to
US$100 million worth of bonds called "Obligaciones Negociables",
which are classified under "program".


INTERANDES: Bonds Get 'BBB(arg)-' Rating From Local Fitch
---------------------------------------------------------
Fitch Argentina Calificadora de Reisgo S.A. rates corporate bonds
issued by Interandes S.A. 'BBB(arg)-', an indication that the
bonds have an adequate credit risk relative to other issues in
Argentina.

The rating, which was based on the Company's financial results as
of the end of March 2003, applies to US$50 million worth of
bonds. The National Securities Commission of Argentina described
these bonds as "Obligaciones Negociables". The bonds are
classified under "Program".


REPSOL YPF: Refinances 2005 Debts With 1,000 Euro Bond Issue
------------------------------------------------------------
Repsol YPF, through its subsidiary, Repsol International Finance
BV, has successfully placed a 1,000 million euro, ten-year bond
issue.  The bond issue has a 10-year maturity and a 5% coupon.
The Company's sharp debt reduction in recent months and its sound
financials has enabled it carry out this issue at a very narrow
spread (MID swap + 100 basis points) vs. the benchmark bonds, and
has succeeded in placing this issue, which was overly subscribed,
in just two days.  With this issue, Repsol YPF will refinance the
early repayment of 2005 debt maturities.

After an 18-month absence from the fixed income markets, this
issue had a very favorable reception in the international
financial community with international investors' demand amply
exceeding that of national investors. The lead managers for this
transaction were Barclays Capital, BBVA, Citigroup, InverCaixa,
and SCH, with ABN-Amro, BNP Paribas, Merrill Lynch and Morgan
Stanley acting as co-lead managers.

Repsol YPF's net debt at 31 May was 6,681 million euro versus
7,472 million euros at 31 December 2002, which implies a 10.6%
reduction.  Repsol YPF's net debt has decreased 60% from December
2001 until May 2003.


TERMOANDES: Bonds Get Junk Rating From Local Fitch
--------------------------------------------------
Fitch Argentina Calificadora de Riesgo moves US$250 million worth
of corporate bonds issued by Termoandes S.A. to junk territory
with a 'BBB(arg)-' rating.

According to Fitch, the rating denotes an adequate credit risk
relative to other issues in Argentina. It applies to bonds called
"Obligaciones Negociables", which mature on Januray 11, 2009. The
National Securities Commission of Argentina classified them under
"program".



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

FOSTER WHEELER: NYSE OK's Continued Listing Based on New Plan
-------------------------------------------------------------
Foster Wheeler Ltd. (NYSE: FWC) announced Thursday that the New
York Stock Exchange (NYSE) accepted the company's business plan
for continued listing on the exchange. The company will work with
the NYSE to execute its plan and thereby achieve compliance
within the 18-month plan period. The company's plan includes
steps to comply with the exchange's continued listing criteria of
maintaining stockholders' equity of not less than $50 million and
an average market capitalization of not less than $50 million
over a 30 trading-day period. During the 18-month plan period,
Foster Wheeler's common stock will continue to trade on the NYSE,
subject to quarterly monitoring of the company's execution of its
plan by the NYSE.

Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research and
plant operation services. Foster Wheeler serves the refining, oil
and gas, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries. The corporation is based
in Hamilton, Bermuda, and its operational headquarters are in
Clinton, New Jersey, USA. For more information about Foster
Wheeler, visit our Web site at www.fwc.com.


GLOBAL CROSSING: Court Extends Plan Filing Exclusivity to Oct 28
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Gerber believes that terminating the
Global Crossing Debtors' exclusive periods would have the
potential for serious prejudice to creditors. There is at least a
risk, if not certainty, that terminating exclusivity now --
particularly when it would not be for the purpose of permitting a
creditor constituency to file a competing plan, but rather to
facilitate a competing bid -- would send the wrong message, and
could damage the regulatory approval process that is so important
to all creditors, or, at least, all creditors other than those
who are bidders.

Accordingly, Judge Gerber extends the Exclusive Filing Period to
the earlier of October 28, 2003, or in the event the Purchase
Agreement is terminated in accordance with its terms, two weeks
from the date of termination. The Exclusive Solicitation Period
is also extended until 60 days after the Extended Exclusive
Filing Period. (Global Crossing Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


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

ARACRUZ CELULOSE: Consolidated 2Q03 Results Shows Improvement
-------------------------------------------------------------
(Stated In US Dollars, According To US GAAP)

Highlights

In the second quarter of 2003, Aracruz achieved a record
production volume of 527,000 tons (1,023,000 tons year to date).
Sales volume totalled 402,000 tons (899,000 tons year to date)
and inventories were 291,000 tons as of June 30, 2003. The
Company reported an operating income of $69.5 million and a net
income of $2.2 million in the quarter, mainly as a result of
$55.1 million of income tax (based on local currency accounting
results and without cash impact). An average list pulp price of
$549/ton, in the quarter, contributed to an adjusted EBITDA of
$123.3 million, representing a 62% margin.

During this period Aracruz announced two successful ventures, in
line with its growth strategy: the acquisition of Riocell from
Klabin and the final approval of Veracel.

Global Pulp Market Update

Despite the increase on the pulp producers' inventories during
the second quarter of 2003, the world pulp market remained
relatively balanced.

During April and May, producers' and consumers' pulp stocks
increased by 250,000 tons, despite maintenance downtime taken by
producers. Norscan pulp stocks achieved 1,687,000 tons by the end
of May (29 days' supply), increasing 220,000 tons in April and
May, but still within normal levels.

The main factors, which contributed to this scenario were the
weakness of the main economies, the stagnated world paper demand
and consequently, the reduced purchases of pulp in a time of the
year in which demand is seasonally strong due to higher paper
production. This resulted in a reduction on the pulp consumers'
stocks and an increase on the pulp producers' side.

The announced price increase of US$30 per ton since April 1 moved
the eucalyptus pulp list price to US$540/t (CIF Europe). The
strengthening of the Euro and the Canadian dollar versus the US
dollar contributed to the implementation and maintenance of this
price level throughout the second quarter and this should also
establish a higher floor for price reductions. In July,
eucalyptus pulp price was adjusted to US$550 per ton in North
America, US$510 per ton in Europe and US$450 per ton in Asia.

The major markets have probably reached their lowest levels of
activity in the first half of 2003 and better performance is
expected throughout the rest of the year.

Production and Sales

Pulp production totalled a new record of 527,000 tons in the
second quarter of 2003, which is 37% higher than in the same
period of 2002, due to the additional volume produced at
Fiberline C in the period.
Pulp sales reached 402,000 tons in the quarter, compared to
359,000 tons in the same period last year. At the end of June,
inventories reached 291,000 tons.

Understanding that price pressures from late May onward were
excessive and not justified, Aracruz went through a period of
strong discipline and leadership in the pulp markets which
resulted in a temporary inventory build-up due to reduced sales.

Year to date, production was 1,023,00 tons and sales were 899,000
tons. Aracruz maintains its 2003 target of 2,000,000 tons for
production and sales.

Income Statement - 2Q 2003

Average list pulp price was $549/ton, compared to $460/ton in the
same period of last year and $479/ton in the first quarter of
2003.

Net operating revenues totalled $198.7 million, or $50.2 million
higher than in the same period of 2002.

Net pulp operating revenues during the second quarter of 2003
were $196.3 million compared to $147.0 million in the same period
of last year, mainly as a result of higher pulp prices ($31.9
million) and higher sales volume ($17.4 million).

Total cost of sales was $107.1 million in the second quarter of
2003, compared to $115.9 million in the same period of last year.

Cost of pulp sold in the second quarter was $104.2 million
($259/ton), compared with $112.9 million ($314/ton) in the second
quarter of 2002. Production cost in the quarter was $222/ton,
compared to $257/ton in the same period of last year. Cash
production cost in the quarter was $137/ton, compared to $152/ton
in 2Q02.

Approximately 60% of the Company's cash production cost is
correlated to local currency inflation. Selling and distribution
expenses were $8.4 million, or $1.2 million higher than in the
same period of last year, mainly due to higher sales volume.
Administrative expenses were $4.0 million, or $1.2 million lower
than in the same period of 2002, mainly due to lower non-
recurring services expenses.

Other operating expenses were $9.5 million, or $6.7 million
higher than in the same period of last year, mainly due to a
higher provision of $4.6 million for losses on ICMS credits and
$1.8 million in non-recurring services expenses.

Financial Income in the second quarter of 2003 was a financial
expense of $2.6 million, compared to a financial income of $16.9
million in the same period of last year. The difference was
mainly due to a $28.6 million loss on dollar future contracts,
partially offset by higher interest rates on local investments
and a higher average cash balance. The financial result on dollar
future contracts was targeted to offset the results on the
"Currency re-measurement" line, as a means of balance sheet
currency exposure hedging.

Financial Expenses were $34.6 million in the second quarter of
2003, compared to $21.1 million in the same period of last year,
mainly due to a higher provision related to PIS and COFINS taxes
on gains from the local currency appreciation against the dollar
in the parent company's local currency financial results ($9.0
million in 2Q03 and $1.3 million in 2Q02), interest on fiscal
contingencies provisions ($3.6 million in 2Q03 and $2.4 million
in 2Q02), CPMF ($3.2 million in 2Q03 and $1.1 million in 2Q02)
and approximately $1.8 million due to a higher average debt
balance and interest rates.

Currency re-measurement resulted in a net gain of $30.0 million
in the second quarter of 2003, compared to a net loss of $3.8
million in the same period of last year, reflecting the
appreciation of the local currency against the dollar in the
quarter. The closing exchange rate on June 30, 2003 was R$2.8720
per US dollar. Income tax and social contribution in the second
quarter of 2003 totalled an expense of $55.1 million, compared to
a credit of $34.9 million in the same period last year. The
variation was mainly due to gains from the local currency
appreciation against the dollar in the parent company's local
currency statements (opposite effects in the same period of last
year), partially offset by a lower provision related to taxation
on profits generated by offshore subsidiaries at an amount of
$11.5 million and a $12.5 million tax reduction as a result of
the ADENE (Brazilian Northeast Develo pment Agency) benefit. No
income tax payments were made during the second quarter of 2003.
At the end of the quarter, the tax credit balance amounted to $58
million, which will offset future tax charges.

Debt and Cash Structure

Gross debt was $1,299.0 million at the end of June 2003, or
$351.1 million higher than at the end of March 2003.

Debt in local currency corresponds entirely to long-term BNDES
(Brazilian Development Bank) loans.

Cash investments, at the end of the quarter, totalled $609.2
million, $254 million at Aracruz-consolidated and $355.2 at
Riocell (as part of the final adjustments regarding possible
changes in Riocell's balance sheet prior to closing date, which
occurred on July 2, these funds were transferred to Klabin). Out
of the total cash holdings, $578.1 million was invested in local
currency instruments and $31.1 million was invested abroad,
mostly in US dollar time deposits. Part of the local currency
investments were hedged against local currency volatility through
dollar future contracts in the notional principal of $156 million
at the end of the period.

Net debt (gross debt less cash holdings) was $689.7 million at
the end of the quarter, or $244.8 million higher than at the end
of the first quarter of 2003, mainly due to $610.5 million for
the acquisition of Riocell, $10.0 million of capital increase of
Veracel, $109.3 million for dividend payments and $26.8 million
in capital expenditures, partially offset by operating cash
generation, $355.2 million from Riocell's cash holdings and $9.0
million gain from local currency appreciation against the dollar.
Net debt to total capital ratio at the end of June 2003 was 29%,
compared to 20% at the end of March 2003. In July, with the
transfer of Riocell's cash holdings to Klabin, Aracruz's net debt
to total capital ratio is expected to reach approximately 37%.

As a comparison, net debt to total capital ratios for major
companies in the sector are, on average, 35% in Europe and 57% in
North America.

EBITDA was $115.3 million in the second quarter of 2003, compared
to $57.8 million in the same period of 2002 as a result of higher
sales prices, higher sales volume and lower costs. EBITDA margin
was 58%, compared to 39% in the same period of last year. Second
quarter 2003 adjusted EBITDA, before other noncash charges,
totalled $123.3 million, compared to $60.6 million in the same
period of last year, in an adjusted margin of 62%.

In light of the strong EBITDA margins and previous low leverage,
the Riocell acquisition did not change Aracruz's credit profile.
Therefore, some of the major rating agencies have already
confirmed the Company's local currency investment grade rating:
Fitch (BBB) and Standard & Poor's (BBB-).

Stock Performance

From December 31, 2002 to June 30, 2003, Aracruz's ADR price
increased 13.47%, from the same period, the Dow Jones Industrial
Average Index increased 7.72%, and the S&P
Index increased 5.99%.

Results According to Brazilian GAAP

Local currency consolidated result under Brazilian GAAP -
Corporate Law was a net income of R$ 227.8 million in the
quarter. Aracruz has also publicly released in Brazil its
unconsolidated financial results, which under Brazilian law are
the basis for the calculation of minimum dividends and income
taxes. In the second quarter of 2003 Aracruz Celulose S.A.
reported an unconsolidated net income of R$ 261.6 million. 2003
accumulated net income was R$ 567.3 million.

ADDITIONAL INFORMATION

RIOCELL - Aracruz announced on July 2 the closing of the Riocell
purchase from Klabin. The mill is located in the state of Rio
Grande do Sul, Brazil. Riocell produces bleached eucalyptus kraft
pulp, the larger part of which is exported, and has a current
annual effective capacity of 415,000 tons. The company manages
40,000 hectares of eucalyptus plantations located within an
average radius of 85 km of the pulp mill.

Initially, Aracruz entered into an agreement with Klabin to
acquire Riocell for $610 million. After the conclusion of on-
going adjustment calculations, the final transaction price is
expected to be around $570 million. On a dollar-per-ton basis,
the acquisition of Riocell represented $1,373, being possibly
reduced by the future fiscal deduction of goodwill.

The cash production cost of Riocell in May 2003 was $146 per ton,
a number that might change following the implementation of
Aracruz's standards.

VERACEL - In early May, Aracruz and Stora Enso have decided to
undertake the construction of a 900,000 tons per year eucalyptus
pulp mill for Veracel Celulose S.A. in the state of Bahia,
Brazil. Each party owns a 50% stake in the project.

The mill will be one of the largest single-line bleached
eucalyptus pulp facilities in the world. The entire Veracel
project is budgeted at US$1.24 billion, of which US$300 million
is already invested. Total investment will be $1,378 per ton. The
estimated internal rate of return of 18% is achieved with a
normalized CIF price of $515 per ton.

The project is expected to be financed by 45% equity from Aracruz
and Stora Enso and 55% loans from Brazilian and international
development agencies. Construction of the mill will begin in the
second half of 2003 and the new unit is expected to become
operational in the second half of 2005.

ICMS TAX CREDIT - On June 26, 2003 the government of Esp¡rito
Santo State promulgated a decree allowing all exporters to sell
accumulated ICMS tax credits to third parties conditioned to be
used in new investments in the state and excluding certain
activities. Aracruz is currently evaluating the consequences of
this decree on its ICMS tax credit balances.

Aracruz Celulose S.A., with operations in the Brazilian states of
Esp¡rito Santo, Bahia, Minas Gerais and Rio Grande do Sul, is the
world's largest producer of bleached eucalyptus kraft pulp. All
of the highquality hardwood pulp and lumber supplied by the
company is produced exclusively from planted eucalyptus forests.
The Aracruz pulp is used to manufacture a wide range of consumer
and value-added products, including premium tissue and top
quality printing, writing and specialty papers. The lumber,
produced in a high-tech sawmill located in the extreme -south of
the State of Bahia, is sold under the brand name Lyptus to the
furniture and interior design industries in Brazil and abroad.
Aracruz is listed on the Sao Paulo Stock Exchange (BOVESPA), on
the Latin American Securities Market (Latibex) in Madrid - Spain
and on the New York Stock Exchange under an ADR level III program
(ticker symbol ARA). Each ADR represents 10 underlying class B
preferred shares.

CONTACT:  Maur¡cio Werneck (55-21) 3820-8131
          invest@aracruz.com.br
          Patrick Kilhaney (1-212) 840-0008
          patrick.kilhaney@citigatefi.com


BRAZILIAN MERCHANT: Two Notes Series Assigned Ratings
-----------------------------------------------------
Standard & Poor's Ratings Services assigned Thursday its 'BBB+'
rating to Brazilian Merchant Voucher Receivables Ltd.'s notes
series 2003-1 and 2003-2. Both series of notes are structurally
the same; however, the series 2003-1 notes were priced at 100 to
yield 5.911% while the 2003-2 notes were priced at a discount to
reflect a lower coupon rate of 4.777%.

The rating on both series of notes reflects several structural
and credit characteristics of the issuance that mitigate
originator bankruptcy risk, sovereign interference risk, and
other risks pertinent to a cross-border credit card merchant
voucher securitization. This mitigation allows the transaction to
achieve a rating several notches higher than the ratings of the
two Brazilian bank beneficiaries of the issuance (Banco Bradesco,
'BBpi' local currency rating; and Banco do Brasil, BB/Stable
local currency rating and B+/Stable/B foreign currency rating)
and six notches above the long-term foreign currency sovereign
rating of Brazil (B+/Stable).

RATINGS ASSIGNED

Brazilian Merchant Voucher Receivables Ltd.

Class           Rating        Amount (mil. $)
2003-1          BBB+                      400
2003-2          BBB+                      100

Analyst:  Kevin Kime
          New York
          Phone: (1) 212-438-6223


ELETROPAULO METROPOLITANA: BNDES Readies Preferred Offering
-----------------------------------------------------------
The head of Brazil's BNDES development bank revealed to reporters
Thursday that the bank is studying a plan to sell US$160 million
in preferred shares of power distributor Eletropaulo that serve
as a guarantee for its loan to indebted U.S. power company AES
Corp., reports Reuters.

This, after a long-delayed round of talks between BNDES and AES
ended without agreement on Wednesday. The bank said AES had
brought no new proposals that would advance the talks. BNDES
President Carlos Lessa expects the sale to be authorized this
month. The preferred shares amount to 43% of Eletropaulo's total
capital and their market value is BRL465 million (US$160
million).

However, the operation is likely to be delayed by a court
injunction.  To cover the debt of a bankrupt AES subsidiary, a
judge in May barred the sale of BRL548 million ($189 million)
worth of AES assets in Brazil.

BNDES officials later said the bank considered the injunction
valid only for AES' own assets and not guarantees. As for the
controlling stake of ordinary shares that AES holds in
Eletropaulo, Lessa said the process to seize it and sell it off
was taking more time, relates Reuters. But he expected to start
choosing auditors to evaluate the controlling stake soon.

Analysts said the controlling stake would have to carry a premium
compared with the fairly low market price of the Eletropaulo
shares.

When announcing the assets seizure plan earlier this year Lessa
said he hoped to auction off the control package in Eletropaulo
before the end of 2003. He acknowledged, however, that litigation
with AES could last years.

CONTACT:  ELETROPAULO METROPOLITANA
          Avenida Alfredo Egidio de Souza Aranha 100-B,
          13 andar 04726-270 San Paulo
          Brazil
          Phone: +55-11-548-9461, +55 11 5696 3595
          Fax: +55-11-546-1933
          URL: http://www.eletropaulo.com.br
          Contacts:
          Luiz D. Travesso, Chairman and President
          Orestes Gonzalves Jr., VP Finance/Investor Relations


EMRATEL: To Take $35M Charge for UOL Network
--------------------------------------------
Embratel Participacoes SA's purchase of an Internet service
provider's network proved to be a bad move for Brazil's biggest
long-distance telephone company. According to Bloomberg,
Embratel, a unit of WorldCom Inc., will take a BRL101-million
($35 million) charge in the second-quarter for losses from the
2001 purchase of a network from UOL Inc. for an undisclosed sum.
Embratel, when it purchased the network, brokered a contract to
provide data transmission to UOL for five years.

However, UOL, Latin America's biggest internet provider,
terminated that contract before it expired, Embratel said in a
statement to the Sao Paulo Stock Exchange. The Company has gone
to the International Chamber of Commerce to recover losses from
UOL. However, the International Chamber of Commerce is still
studying the case, Embratel said.

Embratel, which is due to release second-quarter results July 29,
said it received between BRL12 million - 14 million a month from
the contract with UOL.

To see financial statements:
http://bankrupt.com/misc/Embratel_Participacoes.htm

CONTACT:     Embratel Participacoes
             Silvia M.R. Pereira, (55 21) 2121-9662
             fax: (55 21) 2121-6388
             silvia.pereira@embratel.com.br
             invest@embratel.com.br


UOL: 2002 Net Results Still Negative
------------------------------------
Financial statements of Universo Online Inc. show that the
Company's operations resulted in losses last year. South American
Business Information says that the Company lost, BRL317.3 million
last year, up by 28% from its 2001 results. Equity now stands at
negative BRL551.6 million.

The loss is attributed to the BRL81.8 million amortization of
premiums remaining for its acquisition of Zi.net and the exchange
variation. The Company still registered losses despite having
111,000 new subscribers and closing the year with 1.178 million
users.


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

COEUR D'ALENE: Added to Russell 2000 Index
------------------------------------------
Recent Company Growth Initiatives Lead to Higher Market Valuation

Coeur d'Alene Mines Corporation (NYSE: CDE), the world's largest
primary silver producer, announced Thursday that it has been
added to the Russell 2000 Index of publicly traded companies,
with Coeur now included in investment funds comprised of
companies in that index. Final additions to the new Russell 2000
Index became effective July 1 and were made public July 9 through
the Frank Russell Company website (www.russell.com).

"Being included in the important Russell 2000 is a welcome result
of Coeur's increasing market capitalization, driven by our global
growth strategy of increasing silver production, a new generation
of South American mines, and our stronger capital structure and
cash flow," said Dennis E. Wheeler, Chairman and Chief Executive
Officer.

The Russell 2000 Index is the widely followed benchmark of small-
capitalization stock market performance, comprised of the 2,000
smallest companies in the Russell 3000 Index. This listing of
2,000 companies is the standard against which many small-cap
investment managers are measured. The indexes are rebalanced once
a year based primarily on market capitalization.

Coeur d'Alene Mines Corporation is the world's largest primary
silver producer, as well as a significant, low-cost producer of
gold. The Company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile and Bolivia.

CONTACT:  Coeur d'Alene Mines Corporation
          Tony Ebersole, Investor Relations
          Phone: +1-208-665-0335.


ENDESA CHILE: S&P Rates US$200 Million 144A Notes 'BBB-'
--------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BBB-' rating to
Chile-based power generator Empresa Nacional de Electricidad
S.A.'s (Endesa Chile) upcoming senior unsecured 144A issuance of
at least US$200 million.

Proceeds will be applied to repay a great portion of the US$381
million bond maturity that will become due on July 31, 2003. The
remainder will be covered with existing cash reserves and other
already committed credit lines as needed.  The company's BBB-
/Stable corporate credit rating is affirmed.  A successful
issuance will evidence a significant improvement of Endesa
Chile's access to the financial markets and will continue
consolidating the trend that started with the successful
implementation of the financial strengthening plans carried out
at both Endesa Chile and Enersis S.A. levels. These plans
included asset sales and an almost US$2.1 billion capital
increase at Enersis that are projected to allow a significant
reduction of the group's total consolidated financial debt, to
levels of about US$6.5 billion as of December 2003 from almost
US$9.0 billion as of December 2002.

Endesa Chile's total consolidated debt is projected to decrease
by around US$500 million, from about US$4.2 billion as of
December 2002, mainly as a result of the application of proceeds
from recent asset sales and deconsolidation of the debt the
subsidiaries sold. However, the company's liquidity is projected
to remain limited but manageable after the maturity of the US$
381 million bond in July 31 toward which the company would apply
its current cash reserves. Although cash flow generation will
remain adequate, funds will be largely applied to finance the
capital expenditures related to the construction of its new 570
MW hydro plant, Ralco. Standard & Poor's expects Endesa Chile's
financial performance to improve mainly after the start up of
Ralco projected by June 2004, which would result in higher cash
generation and significantly lower capital expenditures. As a
result, funds from operations (FFO) interest coverage and FFO to
total average debt are projected to improve from 2.5x and 10.6%
in 2002, to levels of about 3.5x and between 15% and 20% by 2005.

Analyst:  Sergio Fuentes
          Buenos Aires
          Phone: (54) 114-891-2131

          Marta Castelli
          Buenos Aires
          Phone: (54) 114-891-2128



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

AVIANCA: Seeks Extension To File Reorganization Plan
----------------------------------------------------
Colombian airline Avianca has until Friday to file an exclusive
reorganization plan to emerge from bankruptcy protection. But,
according to a report by Reuters, competing plans cannot be filed
before the deadline prompting it to request for an extension.
Under U.S. law, Avianca has 120 days from the day it seeks
bankruptcy protection to file a reorganization plan with the
courts. But it has asked the U.S. Bankruptcy Court for Southern
District of New York to extend the deadline by another 90 days
until October 16.

In papers filed with the court last week, the airline said that
it has begun "the process of negotiating a consensual plan" with
its creditors, but added, "much work is left to be done."

Avianca, a unit of Alianza Summa, argued in the papers that it
should be given the extension because of the size and complexity
of the case, among other reasons. Avianca is a corporation
organized under the laws of the state of New York and is the
world's second-oldest airline after KLM Royal Dutch Airlines
KLM.AS.


PAZ DEL RIO: Workers Sign Accord To Take Company's Control
----------------------------------------------------------
Acerias Paz del Rio averted closure after employees signed a
"pre-accord" in the presence of Colombian President Alvaro Uribe
that would give them control of the bankrupt steelmaker.
According to Business News Americas, the employees signed the
agreement to buy 5 billion shares from the Company at the nominal
value of COP10/piece. The workers paid for them via a four-year
credit from state business development agency IFI.

As a result, the employees will increase their stake in the
Company from 9% to 43%, while other shareholders will see their
stakes fall, including the Boyaca departmental government's from
32% to 21.5% and IFI's from 14% to 9.5%.

Paz del Rio, which is in a form of bankruptcy protection, is due
to sign a debt restructuring agreement with creditors on July 18,
paving the way for investment of US$11 million to boost output by
30,000t/y from the current 250,000t.

CONTACT:  ACERIAS PAZ DEL RIO S.A.
          Carrera 8 # 13-31, Pisos 7 al 11
          Bogota, D.C.
          Phone: (091) 282-8111
          Fax: (091) 282-6268 282-3480
          E-mail: apdr@multi.net.co



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

PACIFICTEL: Conatel Rejects Suptel's Request For Intervention
-------------------------------------------------------------
Ecuador's telecoms regulator Conatel rejected a recommendation by
telecoms regulatory enforcement agency Suptel to intervene state-
run fixed line operator Pacifictel, reports Business News
Americas. In late June, Suptel recommended the intervention at
the back of Pacifictel's supposed failure to meet buildout goals
laid out in a 2001 concession modification.

But according to Conatel head Freddy Rodriguez, the goals for
2001 were irrelevant because the Company was undergoing
restructuring that year. Instead, the Company will work on
meeting goals for 2002, which means installation of 80,000 lines.
Local daily Telegrafo reveals that Pacifictel has installed
45,000 of those lines.

Conatel has asked Pacifictel to draft a strategy for reaching the
goals and will decide on a deadline for the objectives to be
reached, depending on the strategy proposed.

According to Pacifictel chairman David Jaramillo, the Company
would require investments of US$240 million to meet all the goals
for 2001 and 2002, although in the light of Rodriguez' remarks,
the Company will only need to invest US$110 million. That would
cover installation of 77,000 lines and 6,000 public telephones.


PETROECUADOR: To Transport Oil Through OCP Pipeline
---------------------------------------------------
Ecuador will switch about 50,000 barrels of heavy crude to the
OCP pipeline from the existing Sote pipeline, reports local
newspaper La Hora, citing mines and energy minister Carlos
Arboleda. The government changed its decision on concerns that
private companies will not produce enough oil to fill the US$1.3
billion OCP when it starts operations in October.

OCP is likely to begin operations at less than 50 percent of its
capacity, relates Business News Americas, citing a source privy
to the matter. With supply from Petroecuador, production would be
up to 220,000 barrels per day out of its 390,000 b/d capacity.

Earlier, Petroecuador said that it would not use its reserve
capacity on the more expensive OCP, which will be predominantly
used by private sector oil companies, and would ship both heavy
and light crude through Sote.

According to the report, transport costs for private companies on
OCP are about US$2 a barrel, and the government would have a
preferential rate of US$1.50-US$1.75/b, which is still more
expensive than the Sote cost of 30 cents a barrel.

However, Mr. Arboleda said that studies indicate that it is "not
convenient" to mix heavy and light crude in the same pipeline.

Both President Lucio Gutierrez and Arboleda blamed the previous
administration for failing to provide incentives for private
companies to explore new fields and increase the country's crude
production, which currently stands at about 203,000b/d, says the
report.



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

AIR JAMAICA: Executive Sees Negative Results In The Near Future
---------------------------------------------------------------
Air Jamaica Vice President for Marketing, Allen Chastanet
indicates that the company is unlikely to do better than last
year. Jamaican news portal RJRNews.Com said that Air Jamaica
posted a US$90 million loss in 2002. However, the official added,
there is still a glimmer of hope as the airline will rebound
eventually. In the meantime, he warns of upcoming events that
could do more damage to the Caribbean airline industry, such as
the Summer Olympics in Greece, and the 2004 US Presidential
Elections. Mr. Chastanet said the airline did not burden regional
governments after the September 11 affected the global airline
industry, preferring to bear the increased costs as much as
possible.



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

GRUPO IUSACELL: Unit Receives Extension to Amendment, Waiver
------------------------------------------------------------
Grupo Iusacell, S.A. de C.V. (BMV:CEL) (NYSE:CEL) ("Iusacell" or
the "Company") announced Thursday that its subsidiary, Grupo
Iusacell Celular, S.A. de C.V. ("Iusacell Celular") received an
extension to its temporary Amendment and Waiver (the "Amendment")
of certain provisions and technical defaults under its US$266
million Amended and Restated Credit Agreement, dated as of March
29, 2001 (the "Credit Agreement"). The Amendment originally
expired on June 26, 2003.

As modified, the Amendment is now scheduled to expire on August
14 2003, subject to earlier termination under certain
circumstances. The Amendment contains covenants which expire on
August 14, 2003 which restrict Iusacell Celular from making any
loans, advances, dividends, or other payments to the Company and
require a proportionate prepayment of the loan under the Credit
Agreement if it makes any principal or interest payments on any
of its indebtedness for borrowed money, excluding capital and
operating leases. This action was obtained in cooperation with
the Senior Syndicated lender group, as part of the Iusacell's
debt restructuring effort and provides the Company with
additional time to continue working towards the formulation of a
consensual and comprehensive restructuring plan.

This extension puts the Company out of the default status under
the Credit Agreement, however, if the Amendment is not further
extended, upon its expiration, Iusacell Celular would be in
default of a financial ratio covenant under the Credit Agreement,
which would constitute an Event of Default (as defined in the
Credit Agreement) as if the Amendment had never become effective.

About Iusacell

Grupo Iusacell, S.A. de C.V. (Iusacell, NYSE: CEL; BMV: CEL) is a
wireless cellular and PCS service provider in seven of Mexico's
nine regions, including Mexico City, Guadalajara, Monterrey,
Tijuana, Acapulco, Puebla, Leon and Merida. The Company's service
regions encompass a total of approximately 92 million POPs,
representing approximately 90% of the country's total population.



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

UTE: In Talks With Six Companies For Thermo Plant Construction
--------------------------------------------------------------
Uruguay national energy director Alvaro Bermudez said that state
power company UTE hopes to begin construction of a combined cycle
thermoelectric power plant by the end of this year. The
government official said that that country's state oil company
UTE is in "very advanced" negotiations with six engineering
firms: US-based GE, Germany's Siemens, Japan's Mitsubishi and
Mitsui, Italy's Fiat Engineering and France's Alstom.

UTE is already in the selection process, for the 370MW plant,
said Mr. Bermudez, but he added that other companies can still
join the process. He mentioned that one company, which he did not
name, expresses preliminary interest earlier this month.

He added that UTE wants companies to present their own options
for financing the project. He did not mention specific investment
figures, but added that UTE might eventually finance the project
itself as it is "in good financial health and has access to
credit."



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

CITGO PETROLEUM: Mar¡n Replaces Contreras as President and CEO
--------------------------------------------------------------
CITGO Petroleum Corporation Chairman Aires Barreto announced
Thursday that Luis Mar¡n has been named President and Chief
Executive Officer of CITGO, replacing Oswaldo Contreras,
effective August 1, 2003.  Mar¡n was a director of Petr¢leos de
Venezuela, S.A. and head of PDVSA's Eastern Division prior to
this appointment.  Mar¡n will relocate to CITGO's headquarters in
Tulsa, Okla., from Puerto La Cruz, Venezuela.

"Oswaldo Contreras has done an outstanding job of guiding CITGO
during his tenure as CEO.  He has been widely recognized by the
companys customers for maintaining CITGOs supply commitment and
pricing policies to them during the period of the Venezuelan
supply disruption in late 2002 and early 2003," Barreto said.

Mar¡n graduated as a natural gas engineer from the University of
Oklahoma in 1980.  He completed postgraduate studies in oil
management at Oxford Petroleum College in England, 1987, and in
management, at the Massachusetts Institute of Technology (MIT) in
1997.  He joined PDVSA in 1980 and has held several positions in
Natural Gas Planning; General Engineering; Gas Operations;
Petroleum Engineering; Production, Trade and Supply Operations;
and Technical Management.

CITGO, based in Tulsa, Okla., is a refiner, transporter and
marketer of transportation fuels, lubricants, petrochemicals,
refined waxes, asphalt and other industrial products.  The
company is owned by PDV America, Inc., an indirect wholly owned
subsidiary of Petr¢leos de Venezuela, S.A., the national oil
company of the Bolivarian Republic of Venezuela.

CONTACT:  CITGO Petroleum Corporation
          P.O. Box 3758, Tulsa, OK 74102

          Kent Young
          Phone: 918-495-5111
          Fax: 918-495-5269
          Email: pubaffairs@citgo.com

          Kate Robbins
          Phone: 918-495-5764
          Fax: 918-495-5269
          Email: pubaffairs@citgo.com




               ***********


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

Troubled Company Reporter Latin American is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ,
and Beard Group, Inc., Washington, DC. John D. Resnick, Edem
Psamathe P. Alfeche and Oona G. Oyangoren, Editors.

Copyright 2003.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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