TCRLA_Public/040624.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

             Thursday, June 24, 2004, Vol. 5, Issue 124



ACINDAR: Finalizes Aggregation of Abemex
AGUAS ARGENTINAS: Service Expansion Project Progressing
AUTODROMO S.A.: Court Issues Liquidation Order
BIOPLAS: Prepares for Reorganization
CITO S.A.: Judge Finds In Creditors' Favor for Bankruptcy

CORASA: Former Concessionaire Owner Sues Government
ECLETICA: Winding-up Operations on Court Orders
EDENOR: Argentina S&P Maintains Default Ratings on Bonds
EXPOSITORA: Court Allows Conversion to Reorganization
FEMAGRAF: Court Authorizes Creditor's Bankruptcy Petition

INVERSORA RECOLETA: Court Appoints Trustee for Reorganization
NEOFUNE: Reports Submission Schedule Set
PAPELERA DE RUSSO: Pleads for Reorganization
CQ 3 S.A.: Court OKs Creditor's Bankruptcy Motion
SOLIMAT: Trustee Completes Creditor Claims Review

TOP BOARD: Liquidates Assets to Pay Debts
VIVIENDAS TRABAJADORES: Court Moves Report Submission Date


GLOBAL CROSSING: Closes UK Telecommunications Contract Extension


BANCO SANTOS: Moody's Assigns B2 Rating on $15M Notes
CEMIG: Details Third Non-Convertible Debenture Issue
EMBRATEL: Anatel Authorizes Sale to Telmex
PARMALAT BRAZIL: Closing Amidst Parent's Accounting Woes

TELEMAR: Mobile Subsidiary Peaks at 5 Million Costumers
UNIBANCO: Moody's Affirms Ratings on Banco BNL Acquisition
* No Upgrade on Brazilian Ratings Yet


TELEFONICA CTC: Making Best Deal Possible With Unit's Sale


ECUADOR: Gets $20M Loan From World Bank


BLADEX: Signs Master Guarantee Agreement With Ex-Im Bank

T R I N I D A D   &   T O B A G O

BWIA: Receives Proposal From St. Kitts/Nevis
BWIA: Workers Bargain for 30% Raise
CDC: Begins Court Hearings Vs Union


PDVSA: Director Reveals $37B Investment Plan for 2009

     - - - - - - - - - -


ACINDAR: Finalizes Aggregation of Abemex
Argentine long steelmaker Acindar (BA: ACI) informed the local
bourse that it has finalized procedures designed to absorb
subsidiary Abemex, relates Business News Americas.

Abemex, whose full name is Acindar Belgo Mineira Exportadora,
was formed by Acindar and Brazilian steel conglomerate Belgo
Mineira in 2001 to coordinate exports for both companies. The
trading company stopped operations roughly one year ago after a
period of declining activity.

Absorbing Abemex is more cost effective from a legal and
administrative standpoint than keeping it as a separate

          2739 Estanislao Zeballos Beccar
          Buenos Aires
          Argentina B1643AGY
          Phone: +54 11 4719 8500
          Fax: +54 11 4719 8501
          Home Page:

          Jose I. Giraudo, Investor Relations Manager
          Tel: (54 11) 4719 8674
          Andrea Dala, Investor Relations Officer
          Tel: (54 11) 4719 8672

AGUAS ARGENTINAS: Service Expansion Project Progressing
Buenos Aires waterworks concessionaire Aguas Argentinas is ready
to embark on its first project since it signed a transitory
agreement in May with President Nestor Kirchner, reports
Business News Americas.

"We are in the course of negotiating a new contract that should
be completed by the end of the year," said an Aguas Argentinas

Aguas Argentinas, whose principal shareholder is the Suez group,
is preparing a plan of works to extend water services to a
further 1.5 million residents in the Argentine capital.

"We do not know how long the contract will be for but the
original contract was due to run until 2023," the spokesperson

AUTODROMO S.A.: Court Issues Liquidation Order
Judge Villar of Buenos Aires Court No. 13 declared Autodromo
S.A. bankrupt, says La Nacion. The ruling comes in approval of
the petition filed by the Company's creditor, Cooperativa
Concred de Credito y Vivienda Ltda. Clerk No. 25, Dr. Guerri,
assists the court on the case, which will conclude with the
liquidation of the Company's assets.

The court's trustee, Mr. Ruben Acosta, will examine and
authenticate creditors' claims until August 23, 2004. This is
done to determine the nature and amount of the Company's debts.
Creditors must have their claims authenticated by the trustee by
the said date in order to qualify for the payments that will be
made after the Company's assets are liquidated.

CONTACT: Autodromo S.A.
         Cuenca 2120
         Buenos Aires

         Mr. Ruben Acosta, Trustee
         Tucuman 1545
         Buenos Aires

BIOPLAS: Prepares for Reorganization
The Buenos Aires Civil and Commercial Tribunal issued a
resolution opening the reorganization of Bioplas S.R.L. This
pronouncement authorizes the Company to begin drafting a
settlement proposal with its creditors in order to prevent the
liquidation of the company.

The reorganization further allows the Company to retain control
of its assets subject to certain conditions imposed by Argentine
law and the oversight of the court appointed trustee.

Ms. Lydia E. ALbite will serve as trustee during the course of
the reorganization. She will be validating creditors' proofs of
claims until August 31, 2004. Afterwards, the results of the
verification will be presented in court as individual reports on
October 13, 2004.

The trustee is also obligated to give the court a general report
of the case on November 25, 2004. The general report summarizes
events relevant to the reorganization and provides an audit of
the Company's accounting and business records.

Bioplas will present the completed settlement proposal to its
creditors during the informative assembly scheduled on May 23,

CONTACT: Ms. Lydia E. Albite, Trustee
         Tacuari 119
         Buenos Aires

CITO S.A.: Judge Finds In Creditors' Favor for Bankruptcy
Cito S.A. of Buenos Aires was declared bankrupt after Judge
Villanueva of Buenos Aires Court No. 23 endorsed the petition of
Maxipress S.A. for the Company's liquidation. Argentine daily La
Nacion reports that Maxipress has claims totaling US$27,000
against the Company.

The court assigned Ms. Zulma Glave to supervise the liquidation
process as trustee. She will validate creditors' proofs of claim
until August 25, 2004.

         Florida 50
         Buenos Aires

         Ms. Zulma Galve, Trustee
         Deheza 4883
         Buenos Aires

CORASA: Former Concessionaire Owner Sues Government
Argentina is now facing a suit lodged against it by the company
that formerly held the private concession for the country's
postal service. Dow Jones Newswires recalls that earlier this
month, President Nestor Kirchner signed a decree officially
making the government the owner of Correo Argentino SA (CASA)
and changing the postal company's name to Correo Oficial de la
Republica Argentina SA (CORASA).

But CASA's lawyer Arnoldo Kleidermacher called the move an
unconstitutional breach of property rights. A suit against the
constitutionality of the CORASA decree would be filed with a
commercial court.

At issue is a CASA claim for compensation for ARS760 million
($1=ARS2.9650) in investments made to upgrade the postal
service's Monte Grande sorting facility and CASA's argument that
the government has acted prematurely before a bankruptcy court
has completed a full reconciliation of CASA's assets and

When the postal service was first privatized in 1997, the
original contract required that CASA make annual investments of
ARS25 million to upgrade and maintain concession assets.
Anything above that, Kleidermacher said, would mean that the
government would have to pay a price for the value of that
investment in the event that it rescinded the contract. However,
no such payment was made in November last year when the
government rescinded Correo's concession.

And now, Kleidermacher argued, by allowing CORASA to take
complete control of Monte Grande, the government has gone a step
further and appropriated CASA's assets for itself.

Kleidermacher is working on behalf of CASA's creditors - not, as
Clarin newspaper reported Tuesday, for CASA's founding majority
owner, Francisco Macri, says Dow Jones. The company is currently
under the control of trustee managers while a bankruptcy court
seeks to resolve creditors claims.

One of the key issues in those proceedings is that while the
government is claiming a debt of ARS400 million in unpaid
royalty payments, it did not recognize counterclaims that CASA
had against the government. Kleidermacher said these come to
ARS1.5 billion.

Moreover, the company is claiming that the government
effectively acted as if the other creditors' claims were
subordinate to its claim. Kleidermacher said the bankruptcy
court has confirmed that a "special process" is needed to
reconcile the claims and counterclaims and that without
resolving it, it is premature for the government to be shifting
assets around.

ECLETICA: Winding-up Operations on Court Orders
Ecletica S.A. will enter bankruptcy protection after a Buenos
Aires Court ordered the Company's liquidation. The bankruptcy
order effectively transfers control of the Company's assets to
the court-appointed trustee who will supervise the liquidation

Infobae reports that the court selected Mr. Raul Horacio Trejo
as trustee. He will be verifying creditors' proofs of claim
until the end of the verification phase on August 2, 2004.

Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the Company's accounting
and business records. The individual reports will be submitted
on September 15, 2004 followed by the general report, which is
due on October 28, 2004.

CONTACT: Mr. Raul Horacio Trejo, Trustee
         Montevideo 205
         Buenos Aires

EDENOR: Argentina S&P Maintains Default Ratings on Bonds
Standard & Poor's International Ratings, Ltd. Sucursal Argentine
maintains an `raD' rating on US$600 million worth of corporate
bonds issued by Edenor S.A.. The rating was determined from the
Company's finances as of March 31, 2004.

Describing the bonds as "Programa Global de Obligaciones
Negociables", Argentine securities regulator Comision Nacional
de Valores (CNV) said that the issue would mature on November 5,

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

Edenor, a Buenos Aires electricity distributor, is a unit of
Electricite de France (EdF).

          Azopardo Building
          Azopardo 1025 (1107) Capital Federal
          Phone: (54-11) 4346-5000
          Fax: (54-11) 4346-5300
          E-mai: to
          Home Page:

EXPOSITORA: Court Allows Conversion to Reorganization
The civil and commercial tribunal of Buenos Aires converted the
ongoing bankruptcy of Expositora S.R.L. into reorganization,
says Infobae. With the reorganization set in motion, the Company
has authorization to draft a settlement plan to satisfy the
claims of its creditors.

The report adds that the court assigned Mr. Jose Luis Carriquiry
as trustee who will verify creditors' proofs of claim until
August 12, 2004.

The court also ordered the trustee to prepare individual reports
after the verification process is completed, and have them ready
by September 24, 2004. A general report on the bankruptcy
process is expected on November 8, 2004.

CONTACT: Mr. Jose Luis Carriquiry, Trustee
         Loyola 660
         Buenos Aires

FEMAGRAF: Court Authorizes Creditor's Bankruptcy Petition
Obra Social de la Industria del Plastico successfully sought the
bankruptcy of Femagraf S.R.L. after Judge Dieuzeide of Buenos
Aires Court No. 1 declared the Company "Quiebra", reports La
Nacion. As such, the plastic manufacturing company will now
start the bankruptcy process with Mr. Barg Lajbisz as trustee.
Creditors of the Company must submit their proofs of claim to
the trustee before August 18, 2004 for authentication. Failure
to do so will mean a disqualification from the payments that
will be made after the Company's assets are liquidated.

The bankruptcy motion was filed after the Company defaulted on a
US$7,454.4 debt payment to Obra Social de la Industria del

Dr. Galli, Clerk No. 1, assists the court on the case, which
will culminate in the liquidation of all of its assets.

CONTACT: Femagraf S.R.L.
         Nicasio Orono 2349
         Buenos Aires

         Mr. Barg Lajbisz, Trustee
         Parana 145
         Buenos Aires

INVERSORA RECOLETA: Court Appoints Trustee for Reorganization
Inversora Recoleta S.A., a company operating in Buenos Aires, is
ready to start its reorganization after a local court appointed
Mr. Otto Reinaldo Munch to supervise the proceedings as trustee.

An Infobae report states that the trustee will verify creditors
claims until August 3, 2004. After all required documents have
been submitted in court, the Company will proceed with the
informative assembly on April 25, 2005.

CONTACT: Mr. Otto Reinaldo Munch, Trustee
         Maipu 509
         Buenos Aires

NEOFUNE: Reports Submission Schedule Set
Mr. Aldo Roberto Markman, the trustee assigned to supervise the
liquidation of Neofune S.A., will submit on October 11, 2004 the
validated individual claims for court approval. These reports
explain the basis for the accepted and rejected claims. The
trustee will also submit a general report on November 22, 2004.

CONTACT: Mr. Aldo Roberto Markman, Trustee
         Adolfo Alsina 1441
         Buenos Aires

PAPELERA DE RUSSO: Pleads for Reorganization
Papelera de Russo y Di Crosta S.H., a Buenos Aires-based
company, has requested for reorganization after defaulting on
its liabilities. The reorganization petition, once approved by
the court, will allow the Company to negotiate a settlement with
its creditors in order to avoid a straight liquidation.

CONTACT: Papelera de Russo y Di Crosta S.H.
         Buenos Aires

CQ 3 S.A.: Court OKs Creditor's Bankruptcy Motion
Film production outfit CQ 3 S.A. entered bankruptcy after Judge
Ottolenghi of Buenos Aires Court No. 4 approved a bankruptcy
motion filed by Ms. Maria Elena del Rosario, reports La Nacion.
The Company's failure to pay US$ 245,758.94 in debt prompted the
creditor to file the petition.

Working with Dr. Anta, the city's Clerk No. 8, the Company
assigned Ms. Maria Paulina Alva as trustee for the bankruptcy
process. The trustee's duties include the authentication of the
Company's debts and the preparation of the individual and
general reports. Creditors are required to present their proofs
of claim to the trustee before July 6, 2004.

The Company's assets will be liquidated at the end of the
bankruptcy process to repay creditors. Payments will be based on
the results of the verification process.

         Juncal 840
         Buenos Aires

         Ms. Maria Paulina Alva, Trustee
         Montevideo 536
         Buenos Aires

SOLIMAT: Trustee Completes Creditor Claims Review
Solimat S.R.L. of Buenos Aires begins the final phase of its
liquidation after the court's trustee, Mr. Roberto Leibovicius,
completed the verification of creditors' claims on June 9, 2004.

After the verification phase, the trustee will submit the
individual reports and a general report for court review and
approval. The individual reports will be submitted on October
19, 2004 followed by the general report on November 30, 2004.

CONTACT: Mr. Roberto Leibovicius, Trustee
         Tucuman 1585
         Buenos Aires

TOP BOARD: Liquidates Assets to Pay Debts
Buenos Aires-based Top Board S.R.L. proceeds with the
liquidation of its assets after the city's civil and commercial
tribunal issued a bankruptcy order against the Company, reports
Infobae. Control of the company's assets will be turned over to
a court-appointed trustee during the course of the liquidation.
However, the report did not reveal the name of the trustee or
the submission dates for the required court documents.

CONTACT: Top Board S.R.L.
         Buenos Aires

VIVIENDAS TRABAJADORES: Court Moves Report Submission Date
Infobae reports that the Buenos Aires court handling the
bankruptcies of Viviendas Trabajadores de las Universidades
Nacionales I, Viviendas Trabajadores de las Universidades
Nacionales III, Viviendas Trabajadores de las Universidades
Nacionales IV A, Viviendas Trabajadores de las Universidades
Nacionales IV B and Viviendas Trabajadores de las Universidades
Nacionales V has moved the submission of the individual reports
pertaining to the cases to August 23, 2004. Likewise, the
submission of the general report has been moved to October 4,


GLOBAL CROSSING: Closes UK Telecommunications Contract Extension
Global Crossing's (Nasdaq: GLBCE - News) Managed
Telecommunications Services (Mts) contract with has been extended by two years until
December 2008 and is worth an estimated $80 million at current
run rates. Mts delivers managed voice and data services to more
than 110,000 users in 90 UK government departments.
Under the contract, Global Crossing will provide a new suite of
IP-enabled services that will enable government users to migrate
to IP telephony and ultimately to a fully converged
communications solution. Mts users will also benefit from a new
network-based mobility service that gives subscribers full
access to voice features and functionality, for both on and off-
net dialing regardless of location.

Mts is one of the largest private managed networks in Europe,
handling in excess of 20 million voice calls a month. Global
Crossing continues to build on the success of Mts, with a user
base that has expanded from 35,000 in 1996 to over 110,000 users
today. The recent $17 million add-on to the Mts contract from
the Immigration and Nationality Directorate will in itself
deliver fully managed voice services to more than 15,500 users
at 140 sites.

John Legere, Global Crossing's CEO said: "We have an agreed
strategy to evolve Mts into a flexible set of secure IP-enabled
services. This will allow the existing user base of more than
110,000 and new customers to reap the full benefits of IP
convergence at a time and pace that meets the requirements of
individual departments."

Global Crossing will expand its existing partnership with
Siemens Communications (part of Siemens Information
Communication Networks) to upgrade the existing managed voice
service to be IP-enabled for more than 550 government locations.
This activity will be managed by Global Crossing.

The core, managed services include IP telephony, IP VPN, voice
and data convergence, and mobility to support hot-desking and
remote working. Global Crossing will also introduce DSL
connectivity for home workers and smaller sites, as well as
unified messaging, video conferencing and advanced contact
centre solutions.

The Mts service portfolio has been expanded to encompass a wide
range of user requirements -- from single home workers to
departments with 4,000 users. The core Mts service is designed
for sites with more than 48 users, while the new small site IP
solution is geared to between two and 48 subscribers. The third
element is a comprehensive package for the home worker. Common
to all categories of users is the new Mts Mobility service that
enables employees to work from any location while maintaining
the full functionality of the office telephone system, as well
as the ability to hot desk from all locations directly linked to

The UK government's Mts MPLS-enabled IP VPN service is backed by
EAL2 security accreditation from the Communication and
Electronics Security Group. Global Crossing has held UK
government security certification since 1989 and in 2003,
entered into an unprecedented Network Security Agreement with US
security agencies. This solution supports both quality of
service and class of service for voice, data and video, whilst
DSL access provides a cost- effective managed solution for
smaller sites. The Mts IP VPN provides a secure upgrade path to
convergence for existing customers.

    Core Mts Solution
    Features of the core Mts service for sites of more than 48
    users include:

     * Provision of IP-enabled PBX with TDM-based networking
     * IP Telephony
     * Voice and data mobility
     * IP voice soft client options
     * Dual network resilience for sites
     * Voice, video and data network convergence

    Mts small site solution
     * Sites with between 2 and 48 extensions
     * IP telephony via IP phone or soft client option
     * Voice mobility
     * Router connection to an off-site, IP-enabled PBX
     * DSL or leased line connection
     * Optional secure media gateway for additional resilience
     * Voice, video and data network convergence

    Mts home working solution
     * IP Telephony via IP phone or soft client option
     * Voice mobility
     * Extension hosted off existing Mts PBX at department
     * Provision and management of a DSL line & on-site router
     * Optional secure data dial service over IP VPN

Visit Global Crossing at the Government Computing 2004 Expo,
June 22-23, Earl's Court 1 exhibition centre, at stand 386.


Mts is an all-encompassing, security accredited telecoms service
that enables any public sector organisation and their agents to
procure fully managed voice, data, bandwidth and value added

The framework agreement has been expanded since its inception in
1996 to include services such as IP wide area networking,
telephony, security services, unified messaging, disaster
recovery, audio and video conferencing, non-geographic numbers
and translation services, centralised operator services and
mobility and home working.

Global Crossing provides the Mts services to, which acts as a broker for the 90
government departments in over 600 sites that are now users of
Mts. Global Crossing manages over 110,000 telephone extensions,
550 PBXs and 200 on-site IP routers, and switches over 20
million voice call minutes a month.


Established in April 2000, the Office of Government Commerce
(OGC) was set up to act as a catalyst in procurement issues and
to work with central civil government departments to achieve
best value for money in their commercial activities. Responsible
for civil central government procurement policy and best
practice including construction, property management, IT,
supplier relations including opening up access to government
contracts to SMEs, eCommerce including the Government
Procurement Card, the Gateway Review Process and, which is responsible for the government
buying catalogues such as G-Cat and S-Cat and developing
strategic procurement partnerships, including framework
agreements, with the private sector.


Global Crossing (Nasdaq: GLBCE - News) provides
telecommunications solutions over the world's first integrated
global IP-based network. Its core network connects more than 300
cities and 30 countries worldwide, and delivers services to more
than 500 major cities, 50 countries and 6 continents around the
globe. The company's global sales and support model matches the
network footprint and, like the network, delivers a consistent
customer experience worldwide.

Global Crossing IP services are global in scale, linking the
world's enterprises, governments and carriers with customers,
employees and partners worldwide in a secure environment that is
ideally suited for IP-based business applications, allowing e-
commerce to thrive. The company offers a full range of managed
data and voice products including Global Crossing IP VPN
Service, Global Crossing Managed Services and Global Crossing
VoIP services, to more than 40 percent of the Fortune 500, as
well as 700 carriers, mobile operators and ISPs.


     Press Contact
     Mish Desmidt
     + 44 (0)1256 732 866

     Analysts/Investors Contact
     Mitch Burd
     + 1 800-836-0342

Web site:


BANCO SANTOS: Moody's Assigns B2 Rating on $15M Notes
Moody's Investors Service assigned a B2 rating on the long-term
foreign-currency debt of Sao Paulo-based bank Banco Santos. The
rating affects US$15 million worth of notes, which will mature
on June 2005, and were issued under the US$100 million Euro note
program established by Banco Santos.

The outlook on the rating is stable.

According to Moody's, the B2 rating incorporates Banco Santos's
fundamental credit quality, which is reflected by its B1 global
local currency rating and which includes all relevant country
risks. The B2 rating reflects the probability of a sovereign
default implied by the Brazilian government's sub-investment-
grade B2 foreign currency bond rating, and the likelihood that
the Brazilian government could impose a debt moratorium in the
event of default on its own foreign currency obligations.

CEMIG: Details Third Non-Convertible Debenture Issue

Issuer: Comphania Energetica de Minas Gerais - CEMIG

Full Program: R$ 1,500,000,000.00
Volume of this issue: Up to R$ 400,000,000.00 four hundred
million Reais), on the "issue date".

Nominal unit value: R$ 10,000.00 (ten thousand Reais), on the
issue date.

Number of debentures: Up to 40,000 (forty thousand)

Series: 1 series only.

Type: Unsecured.

Placement regime: Placement under best efforts regime.

Type and form: Nominal, book-entry.

Convertibility: Not convertible into shares.

Date of Issue: 1 June 2004.

Maturity: 1 June 2014.

Renegotiation stages: None.

Payment of interest: At intervals of one year from the Issue

Payment of principal: On the Maturity Date.

Yield: The final yield will be set by book building, with a
ceiling of the IGP-M inflation index plus []%.

Consequences of the process of de-verticalization

Cemig at present operates as a vertically integrated company,
combining electricity generation, transmission and distribution
in a single operation company, but it is required by Law
10848/04 to de-verticalize its operation, to separate the
electricity distribution operations from all the others.

One of the conditions of the debentures will be an obligatory
one-for-one exchange for debentures issued by the new
distribution company ("the New Distribution Company"), which
will be formed to obey the restructuring requirement.

These new debentures will have the same features as the
debentures of this present issue, plus a guarantee of payment of
the principal and interest by the new holding company of the
Cemig Group ("the New Holding Company"), which will also be
formed as part of the restructuring.

Both the Cemig de-verticalization plan and, consequently, the
exchange referred to above, require the approval of Aneel (the
Brazilian electricity regulator).

The risks arising from this present issue, including those
relating to this exchange, will be described in detail in the
respective Prospectus and Supplement for the Cemig debenture

Early Maturity of the Debentures:
Summary of the early maturity events:

(a) application for preventive concordata or bankruptcy by the
Issuer or by any of the New Companies;

(b) cessation, liquidation, dissolution or declaration of
bankruptcy of the Issuer or of any of the New Companies;

(c) non-compliance by the Issuer or the New Distribution Company
with any pecuniary obligation related to the debentures;

(d) early maturity of any debt of the Issuer (or any of the New
Companies) in the amount of R$ 50,000,000.00 (fifty million
Reais) or more;

(e) termination, for any reason, of any of the concession
contracts to which the Issuer is currently a party which jointly
or separately at any time represent an amount of 30% (thirty
percent) or more of the Issuer's net operational revenue as
posted in its last financial statements, the same applying to
the New Distribution Company, for which the same percentage
shall apply to the consolidated net operational revenue of the
New Holding Company, as posted in its last financial statements;

(f) valid protest against securities of the Issuer or any other
New Company individually or jointly totaling R$ 50,000,00.00
(fifty million Reais) or more,unless

(i) such protest is made by a third party in error or in bad
faith validly proven by the Issuer or by any of the New
Companies, or (ii) such protest is suspended or cancelled, or
guarantees are given for it in Court, in any event, within 30
(thirty) calendar days of the date of receipt of written notice
sent by the Fiduciary Agent;

(g) non-compliance by the Issuer or the New Distribution Company
with any non-pecuniary obligation contained in the debenture
deed, not cured within 30 (thirty) days of receipt of written
notice from the Fiduciary Agent;

(h) if the Issuer or any of the New Companies omits to pay, on
the maturity date, or does not take the legal and/or Court
measures required for nonpayment of, any debt or any other
obligation payable by the Issuer (or any of the New Companies)
under any agreement or contract to which it is a party as
borrower or guarantor involving an amount of R$
50,000,000.00(fifty million Reais) or more; or

(i) privatization, merger, spin-off and/or any form of
stockholding restructuring involving the Issuer and/or its
assets or the New Distribution Company and/or its assets, but
excluding any occurrence under the item "obligatory anticipated
acquisition" below, and also excluding the stockholding
reorganizations involved in the de-verticalization.

The occurrence of any of the events indicated in sub-items (a)
to (d) above will result in automatic early maturity of the
debentures independent of any consultation of the debenture

In any of the events indicated in sub-items (e) to (i) above,
the Fiduciary Agent shall call a meeting of debenture holders to
decide on a statement of early maturity of the debentures. The
Fiduciary Agent shall declare early maturity of all the
obligations arising from all the series of the debentures unless
debenture holders representing at least 2/3 (two-thirds) of the
debentures of the issue in circulation opt not to do so.

If the debenture holders of both the series of the Issue opt not
to declare early maturity of the obligations arising from the
debentures, the debentures held by debenture holders who do not
agree with that decision shall be redeemed by the Issuer:

(i) within a maximum of 30 (thirty) calendar days from the date
of the meeting of debenture holders, or

(ii) within the same period in which the debentures of the first
issue of debentures by the Issuer were in fact paid, for similar
reasons to those occurring for the redemption of the debentures.

Obligatory anticipated acquisition:

If there is a change in its direct or indirect stockholding
control, the Issuer will be obliged to acquire the debentures of
both the series that are in circulation from any debenture
holders who do not wish to remain in the Issue after the change
of stockholding control.

Notice will be given of the offer to purchase within 15
(fifteen) calendar days from the date of effective change of
stockholding control, and interested debenture holders will have
at least 60 (sixty) calendar days in which to state their
position, from the date of publication of the notice and in
accordance with the procedures described in this notice.

The acquisition of the debentures by the Issuer must take place
within 30 (thirty) days of the date of statement of opinion by
the debenture holders. For the purposes of this item "change of
stockholding control" shall mean any event which results in the
present controlling stockholder, the government of the Brazilian
state of Minas Gerais, ceasing, whether by direct or indirect
process, to hold the equivalent of at least 50% (fifty percent)
plus one of the voting shares of the

Clear market:

The Issuer hereby undertakes that, between the time of its
signature of this present proposal and 60 (sixty) days after the
placement of the debentures, it will not carry out any funding
transactions in the domestic securities market, of the Issuer
itself or of any of its subsidiaries which, in the opinion of
the Lead Managers, constitute an obstacle to the placement of
the debentures or render it not viable.

Rating of the Issue: To be published.

Fiduciary Agent: Pavarini DTVM Ltda.

Mandated bank: Banco ItaŁ S.A.

This summary of the terms and conditions of the third issue of
debentures not convertible into shares by Cemig is advertising

The complete information on the Issue and on the Cemig's Program
of Distribution of Securities is contained, respectively, in the
Supplement and in the Prospectus to the Public Debenture
Distribution, examples of which will be available at the
principle offices and on the websites of the intermediary
institutions of this Issue, Cemig and the CVM (Brazilian
Securities Commission):

          Avenida Barbacena 1200,
          Belo Horizonte, Minas Gerais, Brazil
          Tel: +55 31 3299 4900
          Web Site:

Fitch Ratings upgraded the international local and foreign
currency ratings of Eletropaulo Metropolitana Eletricidade de
Sao Paulo S.A. (Eletropaulo) to 'B-' from 'DDD'. The long-term
national scale corporate rating and the rating of the seventh
issue of debentures were also upgraded to 'BB(bra)' from
'DDD(bra)' and 'BB(bra)' from 'CCC(bra)', respectively.

These rating actions reflect Eletropaulo's completion of its
debt restructuring that included approximately BRL2.3 billion
(USD$790 million) of syndicated loans, bi-lateral bank loans,
and working capital facilities. Eletropaulo has also just
completed a final exchange offer for defaulted commercial paper,
leaving an immaterial amount of unpaid commercial paper
outstanding with unknown holders. Eletropaulo had previously
restructured its local debentures and other commercial paper
debt. The rating also reflects Eletropaulo's improving credit-
protection measures, which should strengthen over the next year
supported by projected growth in operating income and cash flow
and reflecting a much-improved capital structure and increased
financial flexibility. The new debt structure includes an
amortization schedule that reduces refinancing risk until 2007
and improves the average life from less than one year to
approximately three years. The rating also reflects that
Eletropaulo operates in an environment with a material amount of
regulatory risk.

As part of the debt reprofiling process, Eletropaulo
consolidated all related debt into one agreement that unified
rates, terms, and covenants. Importantly, 47% of the USD debt
that was restructured was converted to BRL, resulting in a total
debt composition that better protects Eletropaulo from exchange
rate fluctuations. Under the terms of the agreement, the debt is
also now partially guaranteed by a pledge on consumers'
receivables up to BRL200 million.

Separately, but also positive for Eletropaulo, in December 2003,
The AES Corp. (AES; senior unsecured debt rated 'B' by Fitch)
completed its agreement with Banco Nacional de Desenvolvimento
Economico e Social (BNDES) for the restructuring of USD$1.2
billion of debt owed to BNDES by Eletropaulo's holding company.
The agreement created a new holding company, Brasiliana Energia,
jointly owned by AES (50.01%) and BNDES (49.99%), which now
holds AES' previous stakes in Eletropaulo (73% of total
capital), Uruguaiana (100%), and AES Tiete (53%). AES equity
interests, combined with USD$90 million from AES and its
Brazilian subsidiaries has reduced the debt owed to BNDES to
USD$510 million to be amortized over eleven years. The agreement
was approved by the industry regulator, Aneel, on Jan. 19, 2004.
With this agreement, Eletropaulo became eligible to receive
additional funds relating to compensation of variation amounts
(CVA) advance payment (BRL525 million, already received) and the
third tranche of the rationing loan (BRL243 million, expected
within the coming weeks). These funds have and will be used to
prepay the restructured bank facilities.

Eletropaulo operates in an environment with a material amount of
regulatory risk. Based on the concession contract, annual
distribution tariff readjustments are designed to maintain the
value of tariffs in real terms (adjusted for inflation), plus or
minus an efficiency factor (X-factor), which is reset every four
years. The annual adjustment reflects non-manageable costs
(Parcel A) and manageable costs (Parcel B). The last tariff
revision was in July 2003 when Eletropaulo received an 11.35%
tariff increase. Variations in Parcel A costs are tracked during
the year and then included in the July tariff adjustment. The
lag effect of annual readjustments could result in short-term
margin erosion and remains a risk on an annual basis.
Positively, power purchase agreements with generators other than
Itaipu (USD denominated) are also adjusted each July, mitigating
the lag effect with respect to those purchases.

Eletropaulo is supported by its large, stable customer base but
continues to be pressured due to lower demand following the
electricity rationing of 2001 and the beginning of 2002, as
consumption growth has been slow to materialize. Eletropaulo
expects stable demand levels through 2005 with modest growth
beginning in 2006. Future improvement in operating cash flow
should also benefit from improving operating efficiencies and a
more favorable economic environment.

Eletropaulo has reported credit protection measures that are
strong for the rating category. Through the first quarter of
2004, Eletropaulo reported net revenues and un-adjusted EBITDA
of BRL1.6 billion and BRL253 million. Adjusted EBITDA includes
the positive adjustment for regulatory asset amortization (RTE)
of BRL93 million and interest on Fundacao CESP debt of BRL19
million, which is also added to interest expense, and a negative
adjustment of BRL82 million of CVA (cash costs paid but not
reported) resulting in an adjusted EBITDA figure of BRL289
million. Adjusted EBITDA covered interest expense of BRL112
million by 2.6 times (x). Coverage ratios are expected to
improve in the near term as Eletropaulo realizes its annual
tariff adjustment in July, which is expected to include 50% of
the deferred CVA adjustment from 2003, and longer term as debt
amortizes and consumption growth begins to materialize.

Eletropaulo expects to repay approximately BRL1.8 billion of
debt during 2004, including prepayment to the banks totaling
BRL210 million, related to proceeds from the CVA funds, a
significant portion of the third tranche of rationing loan and
possibly additional amounts related to a BNDES electric sector
capitalization loan. The amortization schedule thereafter is
BRL1.3 billion, BRL1.5 billion, and BRL1.0 billion for 2005,
2006, and 2007, respectively. The largest components of annual
debt maturities are the restructured bank debt, the CVA loan,
existing BNDES financing, and Fundacao CESP obligations.
Projected operating cash flow is expected to be sufficient to
meet scheduled quarterly interest and principal payments as well
as projected capital expenditures over the next few years. The
current debt amortization schedule should result in a material
deleveraging of Eletropaulo over the next few years. Fitch
expects that Eletropaulo will likely issue additional debt
depending on market conditions to maintain a balanced capital
structure consistent with a debt-to-EBITDA ratio of 2.5x-3.0x.

Eletropaulo is the largest electricity distributor in Latin
America in terms of revenues, with a sales volume of 32,774 GWh
in 2003 and 7,899 GWh through March 2004, representing a 1%
increase and 3.8% decline, respectively, over the comparable
periods of the previous year. Eletropaulo essentially operates
as a natural monopoly for the distribution of electricity in its
concession area. Eletropaulo has a 30-year exclusive concession
(beginning in 1998) to distribute electricity to a service
territory that includes 5.1 million customers in 24
municipalities in the greater Sao Paulo metropolitan area.

EMBRATEL: Anatel Authorizes Sale to Telmex
Brazil's top telecommunications regulator Anatel approved
Tuesday the US$400 million purchase of long-distance operator
Embratel by Mexico's Telmex.

Anatel President Pedro Ziller said notification of the approval
would be published in the Official Bulletin on Thursday.

"There's no problem (with the deal) as per the General
Telecommunications Law," Mr. Ziller said.

Anatel is now expected to prepare a document, which will be sent
to Brazil's top antitrust agency CADE, or Administrative Council
of Economic Defense, for review. This is the last obstacle for
the deal to be completed. However, analysts widely believe the
deal will have no problems getting approved there too.

Meanwhile, the federal government reached an agreement with
Telmex under which it will hold a golden share in StarOne, the
satellite division of long-distance carrier Embratel,
Communications Minister Eunicio Oliveira said.

Under the agreement, the government will be given a seat on Star
One's board, according to Carlos Henrique Moreira, president of
Claro, the mobile unit of Telmex's sister company, America

With a golden share, the government will have vetoing rights in
decisions involving StarOne, which operates the satellites used
for communications by the Brazilian armed forces.

CONTACT:  Agencia Nacional de Telecomunicacoes - APC
          Assessoria de Imprensa - Atendimento aos Jornalistas
          Fones: (61) 2312-2186 / 2745 / 2242 / 2580 / 2394
          Fax: (61) 2312-2726

PARMALAT BRAZIL: Closing Amidst Parent's Accounting Woes
Parmalat, the bankrupt Italian dairy company, intends to fold up
its interests in Brazil as part of a restructuring plan that
would eventually focus the Company's operations in North America
and Europe. The closure would affect an estimated 6,000 workers
from Parmalat Brazil's eight factories and seven distribution

An EFE report quoted Mr. Nelson Bastos, head of Parmalat's
Brazilian operations, as saying that "the Brazilian operation
was never profitable. Italy (headquarters) is not in a position
to keep its properties here." However, the executive qualified
that the actual date of the closure depends on when the Company
will be able to liquidate its operation in order to pay debts
close to US$1.33 billion.

Parmalat Brazil is Parmalat's largest subsidiary in Latin
America. Its annual milk purchase from the country's domestic
cooperatives constitutes some 1.1 billion liters (290 million

TELEMAR: Mobile Subsidiary Peaks at 5 Million Costumers
TNE announced in Rio on Tuesday that its (indirect) mobile
subsidiary Oi, which is about to complete two years of
operations on June 26, reached the mark of 5 million customers
achieved in the middle of this month.

Given the outstanding performance of the mobile market in Brazil
and of Oi, in particular, TNE has revised its mobile customer
base estimates for 2004 year-end for 6.5 million customers, an
increase of 500,000 customers from the previous estimates,
announced in April 2004.

          Mr. Roberto Terziani
          55 21 3131 1210

UNIBANCO: Moody's Affirms Ratings on Banco BNL Acquisition
Moody's Investors Service affirmed the credit ratings of Uniao
de Bancos Brasileiros S.A (Unibanco) following an announcement
that the bank is acquiring Banco BNL do Brasil S.A. in an all-
stock deal valued at approximately BRL120 million.

The ratings affirmed are:

- Bank Financial Strength Rating of D+, stable outlook
- Global Local Currency Deposit Ratings long and short-term of
A3/P2, negative outlook
- Foreign Currency Deposit Ratings long and short-term of B3/NP,
stable outlook
- National Scale Rating of, stable outlook

In affirming Unibanco's ratings, Moody's said that the
acquisition, which awaits regulatory approval and is expected to
close by the end of June 2004, does not change the bank's risk
or business profile.

As of March 2004, Unibanco's total assets were BRL71.5 billion
(approximately US$25 billion). Unibanco is headquartered in Sao
Paulo, Brazil.

CONTACT:  Unibanco Investor Relations Area
          Unibanco - Uniao de Bancos Brasileiros S.A.
          Av. Eusebio Matoso, 891
          15th floor - Sao Paulo, SP 05423-901 - Brazil
          Tel.: (55 11) 3097-1313
          Fax: (55 11) 3813-6182 / 3097-4830
          Web site:

* No Upgrade on Brazilian Ratings Yet
Standard & Poor's ratings agency is yet to upgrade the ratings
on Brazil, indicates Dow Jones.

The agency revised its outlook on Brazil's 'B+' long-term
foreign currency rating to positive from stable in December
2003, which indicates an upgrade could occur anywhere between
six months and three years from then.

However, during a conference on Latin America, S&P analyst Lisa
Schineller said there needs to be "evidence that growth can be
sustained over time."

Schineller said the agency is analyzing how growth in Brazil
"performs over time, how investment picks up over time...beyond
cyclical pickups."

She said the country's relatively low credit rating ['B+' is
four notches below investment grade] reflects the magnitude of
Brazil's fiscal and external debt as well as vulnerability
related to the country's integration in global capital markets.

Schineller said Brazil's financing needs will remain large,
given the government's stock of debt and amortization schedule.
She estimated Brazil has US$11 billion in financing needs for
this year, including payment to the International Monetary Fund,
and US$14 billion in financing needs in 2005.


TELEFONICA CTC: Making Best Deal Possible With Unit's Sale
Two investment banks suggested in a joint report that Telefonica
CTC Chile's deal with Spain's Telefonica Moviles (TEM) over the
sale of its mobile unit is the best deal possible for CTC,
relates Business News Americas.

In a statement published by CTC, the banks said: "We have
assumed that the terms of the transaction as established in the
offer are the most beneficial from the point of view of [CTC]
which could be negotiated [with TEM]."

The two banks - ABN Amro and JP Morgan - stressed that their
conclusion should not be taken as a recommendation, because
there are no alternative offers with which to compare TEM's bid.

The banks' report comes ahead of a July 17 shareholders' meeting
scheduled by the CTC board for shareholders to vote on TEM's


ECUADOR: Gets $20M Loan From World Bank
The World Bank Board of Executive Directors approved on Tuesday
a $20 million loan to support reform of key institutions in
Ecuador.  The Institutional Reform Project will promote reforms
aimed at making Ecuador's customs administration, public
procurement, civil service, and selected public agencies more
efficient, effective, transparent, and accountable.

"Ecuador needs an efficient and transparent public sector, not
only to generate more revenue, but also to improve the quality
of public spending and to promote higher growth and
competitiveness," said McDonald Benjamin, World Bank Country
Manager in Ecuador. "A state that is more responsive and
accountable to the needs of its citizens, and offers better
services, will ultimately lead to greater poverty reduction."

The loan will support the following specific objectives:

- Customs Reform:  enhancing the efficiency and transparency of
the Ecuadorian Customs Administration by improving service
delivery for users and strengthening collection, inspection and

- Procurement Reform:  expanding access to and enhancing the
transparency, efficiency and competitiveness of public

- Professional Civil Service Management:  enhancing efficiency
and transparency in the management of the civil service by
developing the capacity of central government to monitor and
manage the number, skills, remuneration, and professionalism of
its employees;

- Efficiency and Accountability in Selected Public Agencies:
improving efficiency and simplifying service provision and
management in selected public agencies;

- Change Management:  creating the conditions necessary for
successful implementation and sustainability of the project, for
instance, through civil society participation.

"This project will help the government build accountable and
efficient institutions that provide services to all
Ecuadorians," said Edgardo Mosqueira, World Bank task manager
for the project.  "The reformed areas will serve as models for
future reforms in other public sector areas."

The fixed-spread specific investment loan is repayable in seven
and a half years, with a four-year grace period.  The total
project cost is $24 million, including expected financing of $4
million from the Government of Ecuador.

CONTACTS: Ms. Ana Marˇa Villaquir n
          (5932) 222-0204

          Ms. Alejandra Viveros
          (202) 473-4306

          Web Site:


BLADEX: Signs Master Guarantee Agreement With Ex-Im Bank
Banco Latinoamericano de Exportaciones S.A. (BLADEX), a
multinational bank headquartered in Panama City, Panama, can now
provide medium-term loans supported by guarantees from the
Export-Import Bank of the United States (Ex-Im Bank) for U.S.
exports to Latin America and the Caribbean. BLADEX signed a
Master Guarantee Agreement (MGA) with Ex-Im Bank that provides
the financing framework to facilitate Ex-Im Bank's medium- term
loan guarantees for U.S. export sales to buyers in 23 countries
in the region. Ex-Im Bank's medium-term financing typically
supports transactions on repayment terms of one year to five

"BLADEX and Ex-Im Bank have the potential for a very successful
partnership that can enhance trade between the United States and
Latin America and help both U.S. and Latin American companies to
grow and sustain jobs," Ex- Im Bank Board Member Linda Conlin
said at the signing ceremony held at Ex-Im Bank headquarters in
Washington, D.C.

"BLADEX provides its services through a small team with a large
reach," said BLADEX Chief Executive Officer Jaime Rivera. "We
have a network of 150 bank clients in Latin America and the
Caribbean, which gives us access to a lot of opportunities to
support medium-term sales by U.S. exporters."

BLADEX is a multinational bank with a mission to promote the
economic development of countries in Latin America and the
Caribbean, primarily through trade finance. BLADEX's
shareholders include the central banks and other designated
financial institutions of 23 member countries in the region, as
well as commercial banks and private investors.

Ex-Im Bank, the official export credit agency of the United
States, is in its 70th year of helping finance the sale of U.S.
exports, primarily to emerging markets throughout the world, by
providing loan guarantees, export credit insurance and direct
loans. In fiscal year 2003, Ex-Im Bank authorized financing to
support $14.3 billion of U.S. exports.

T R I N I D A D   &   T O B A G O

BWIA: Receives Proposal From St. Kitts/Nevis
The government of St. Kitts/Nevis has turned its hope on
Trinidad carrier BWIA to boost its tourism industry. In a
meeting on Monday, The head of the St. Kitts/Nevis government,
Mr. Denzil Douglas, asked Trinidad Prime Minister Patrick
Manning to persuade BWIA into connecting St. Kitts on BWIA's
Toronto-Port of Spain Route.

A regular air service from Toronto to the federation and then on
to Trinidad and Tobago would help improve St. Kitts\Nevis'
tourist industry and complement the 700-room Marriott resort
development, which has expanded its tourism facilities.

The Trinidad Express says that St. Kitts/Nevis wants to
diversify into Tourism to reduce the nation's dependence on its
ailing sugar industry. The report adds that officials from St.
Kitts/Nevis will meet with BWIA management to discuss their

          Phone: + 868 627 2942
          Home Page:
          Conrad Aleong, President and CEO (Trinidad)
          Beatrix Carrington, VP Marketing and Sales (Barbados)
          Paul Schutz, CFO (Trinidad)

BWIA: Workers Bargain for 30% Raise
Officers of The Aviation Communication and Allied Workers Union
(ACAWU) will negotiate a 30% wage increase for junior BWIA staff
over the next three years as talks for the 2004 to 2005
collective bargaining agreement between the airline and the
union begin today.

Union officials interviewed by the Trinidad Guardian say they
foresee the early completion of the negotiations owing to the
carrier's positive prospects. No less than Trade Minister Ken
Valley has expressed his satisfaction with BWIA's successful

CDC: Begins Court Hearings Vs Union
Caribbean Development Company (CDC) Senior Counsel Seenath
Jairam presented opening arguments to the Trinidad Industrial
Court as proceedings in an injunction hearing against the
company began on Monday.

Workers from the Company's labor union filed the injunction to
challenge CDC's decision to lock them out since May 24. The lock
out was initiated to protect the Company's facilities and
equipment after management learned of an impending strike being
organized by the union.

Negotiations for a new collective bargaining agreement between
the union and CDC broke down after the parties failed to agree
on wage increase proposals. The workers are seeking for a 17%
raise while CDC is only willing to give 12%.

The ongoing strike has led to a beer shortage in the country.
CDC, a subsidiary of the ANSA McAL group, produces local brands
Stag and Carib along with shandys and non-alcoholic beverages.


PDVSA: Director Reveals $37B Investment Plan for 2009
Mr. Nelson Martinez, a director at Petroleos de Venezuela SA,
disclosed that the state oil company is planning to invest US$37
billion by 2009 to improve production capacity, the AP relates.

Under the plan, PDVSA will increase production capacity from 3.8
million barrels a day to 5 million barrels a day.

"In this context, Venezuela is and will be one of the most
important international oil suppliers," Mr. Martinez said in an
interview with state-run Venpres news agency.

Venezuela is still recovering from a general strike last year
that temporarily paralyzed oil production, costing the nation an
estimated US$7.5 billion.


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA. John D. Resnick, Edem Psamathe P. Alfeche and
Lucilo Junior M. Pinili, Editors.

Copyright 2004.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
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Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.

The TCR Latin America subscription rate is $575 per half-year,
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