TCRLA_Public/040629.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

             Tuesday, June 29, 2004, Vol. 5, Issue 127

                           Headlines

A R G E N T I N A

AGENTES COMERCIALES: Court OKs Creditor's Bankruptcy Call
AGUAS ARGENTINAS: IFC Agrees to $120M Debt Refinancing
ASOCIACION CIVIL: Court Orders Liquidation
BANCO HIPOTECARIO: Concludes ARS40Mln Debt Sale
CENTRO MAYORISTA: Begins Involuntary Bankruptcy Proceedings

COMPANIA AMERICANA: Enters Bankruptcy on Court Orders
EQUIPAMIENTO GASTRONOMICO: Liquidates Assets to Pay Debts
FEDESA: Reports Submission Set
FEMAGRAF: Verification Deadline Fixed
FOOD TIME: Court Commutes Bankruptcy to Reorganization

LUDO: Enters Bankruptcy on Court Orders
TREVI: Trustee Prepares Reports for Submission

* ARGENTINA: Issues IMF Staff Mission Statement



B R A Z I L

CEMIG: Releases Supervisory Board Resolutions
CEMIG: BNDES Head To Support Probe Into Stake Sale
EMBRATEL: New Exec To Tackle Debt Problems
EMBRATEL: To Invest $4.8M in ISP
NET SERVICOS: Signs Commitment Letters with Creditors

NET SERVICOS: Globopar Issues Notification Regarding Its Stake
TCP: Board Authorizes Plan to Issue BRL2Bln in Debt


D O M I N I C A

* Dominica Issues New Bonds for Existing Debt



M E X I C O

EMPRESAS ICA: Teams Up With Spanish Company for New Projects
GRUPO TMM: $50M Deal With Ford Imminent
HYLSAMEX: Shareholders Approve Stock Issue



V E N E Z U E L A

PDVSA: CITGO Repays $200M Loan Ahead of Schedule
CITGO: Fires Up New Gasoline Hydrotreater

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

AGENTES COMERCIALES: Court OKs Creditor's Bankruptcy Call
---------------------------------------------------------
Agentes Comerciales S.A. entered bankruptcy after Judge di Noto
of Buenos Aires Court No. 15 approved a bankruptcy motion filed
by G.D.A. S.A., reports La Nacion. The Company's failure to pay
US$18,500 in debt prompted the creditor to file the petition.

Working with Dr. Tevez, the city's Clerk No. 29, the court
assigned Mr. Miguel Angel Tregob 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 September 1, 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.

CONTACT: Agentes Comerciales S.A.
         Avenida Jose Maria Moreno 1925
         Buenos Aires

         Mr. Miguel Angel Tregob, Trustee
         Lima 287
         Buenos Aires


AGUAS ARGENTINAS: IFC Agrees to $120M Debt Refinancing
------------------------------------------------------
The International Finance Corporation (IFC) has agreed to
refinance a US$120 million debt with a 30% haircut. With this
accord, Aguas Argentinas now expects to close the restructuring
of its total debt in no longer than two weeks.

The IFC is also a minority shareholder in Aguas Argentinas.

The Company was awarded the concession for potable water supply
and sewerage in the Buenos Aires city and surrounding areas in
1993.

It has recently managed to partially renegotiate its contract
with the state, a fact that was an important influence for the
restructuring of the debt.


ASOCIACION CIVIL: Court Orders Liquidation
------------------------------------------
Asociacion Civil Foro de la Seguridad Social Argentina prepares
to wind-up its operations following the bankruptcy pronouncement
issued by the Buenos Aires civil and commercial tribunal. The
declaration effectively prohibits the Company from administering
its assets, control of which will be transferred to a court-
appointed trustee.

Infobae reports that the court selected Mr. Jorge David Jalfin
as trustee. He will be reviewing creditors' proofs of claim
until October 8, 2004. The verified claims will be the basis for
the individual reports to be presented for court approval on
November 8, 2004. Afterwards, the trustee will also submit a
general report on December 21, 2004.

CONTACT: Mr. Jorge David Jalfin, Trustee
         Sarmiento 1452
         Buenos Aires


BANCO HIPOTECARIO: Concludes ARS40Mln Debt Sale
-----------------------------------------------
Banco Hipotecario, Argentina's leading mortgage bank, concluded
Wednesday the sale of ARS40 million ($1=ARS2.955) in new debt
under a recently approved ARS500 million program, according to a
Dow Jones Newswires report.

The new debt carries an interest rate of 8% and come due in 41
months.

In a report Friday, local consultancy Argentine Research said
that the yield-to-maturity stood at 11%. Of the investors who
participated in the sale, 27% were banks, 26% were local pension
fund managers and 21% were insurance companies. Another 22% were
retail investors.

Banco Hipotecario formally completed a US$971-million debt swap
on Jan. 13, garnering the support of about 94% of creditors. Two
weeks ago, the bank said it has submitted its proposal for
formal legal approval. It also needs clearance from the Central
Bank.

Banco Hipotecario is 44%-owned by the Argentine government. The
Company's other major shareholder is real estate developer IRSA-
Inversiones y Representaciones SA (IRS), which upped its stake
in December after buying out the majority stake it used to share
with financier George Soros.


CENTRO MAYORISTA: Begins Involuntary Bankruptcy Proceedings
-----------------------------------------------------------
Judge Fernandez of Buenos Aires Court No. 19 declared Centro
Mayorista de Repuestos para Automotores S.A. bankrupt, says La
Nacion. The ruling comes in approval of the bankruptcy petition
filed by the Company's creditor, First Trust of New York
International Association, for nonpayment of US$118,044.31 in
debt.

The Company's trustee, Mr. Mario Cabrosi, will examine and
authenticate creditors' claims until September 9, 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.

Clerk No. 37, Dr. Durao, assists the court on the case, which
will conclude with the liquidation of the Company's assets.

CONTACT:  Centro Mayorista de Repuestos para Automotores S.A.
          Avenida Warnes 1305
          Buenos Aires

          Mr. Mario Cabrosi, Trustee
          Uruguay 390
          Buenos Aires


COMPANIA AMERICANA: Enters Bankruptcy on Court Orders
-----------------------------------------------------
Compania Americana de Trading Internacional S.A. enters
bankruptcy protection after a local court in Buenos Aires
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
proceedings.

An Infobae report states that Mr. Mario Gustavo Doctorovich will
serve in the case as trustee. He will be verifying creditors'
proofs of claim until the end of the verification phase on
September 22, 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 November 9, 2004 followed by the general report, which is due
on February 3, 2005.

CONTACT: Mr. Mario Gustavo Doctorovich, Trustee
         Montevideo 527
         Buenos Aires


EQUIPAMIENTO GASTRONOMICO: Liquidates Assets to Pay Debts
---------------------------------------------------------
Buenos Aires-based Equipamiento Gastronomico S.A. will begin
liquidating its assets following the pronouncement of the city's
civil and commercial tribunal that the Company is bankrupt,
reports Infobae.

The bankruptcy ruling places the Company under the supervision
of court-appointed trustee, Mr. Nestor Rozenberg. The trustee
will verify creditors' proofs of claim until July 16, 2004.
After verification, the claims will then be presented in court
as individual reports on September 14, 2004.

Mr. Rozenberg will also submit a general report, containing a
summary of the Company's financial status as well as relevant
events pertaining to the bankruptcy, on October 28, 2004.

The bankruptcy process will end with the disposal of company
assets in favor of its creditors.

CONTACT: Mr. Nestor Rozenberg, Trustee
         Mansilla 3696
         Buenos Aires


FEDESA: Reports Submission Set
------------------------------
Mr. Eduardo Agunaga, the trustee assigned to supervise the
liquidation of Fedesa S.R.L., will submit on July 6, 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 October 15, 2004.

CONTACT: Fedesa S.R.L.
         Avenida Callao 1082
         Buenos Aires

         Mr. Eduardo Agunaga, Trustee
         Maipu 374
         Buenos Aires


FEMAGRAF: Verification Deadline Fixed
-------------------------------------
The verification of claims for the Femagraf S.R.L. bankruptcy
will end on August 18, 2004 according to Argentine news source
Infobae. Creditors with claims against the bankrupt company must
present proof of the liabilities to Mr. Barg Lajbisz, the court-
appointed trustee, before the stated deadline.

The bankruptcy process will conclude with the liquidation of the
Company's assets to pay its creditors.

CONTACT: Mr. Barg Lajbisz, Trustee
         Parana 145
         Buenos Aires


FOOD TIME: Court Commutes Bankruptcy to Reorganization
------------------------------------------------------
The Buenos Aires civil and commercial court handling the Food
Time S.A. bankruptcy case has converted the existing liquidation
order against the Company into reorganization. Under insolvency
protection, the company will be able to draft a settlement plan
to satisfy the demands of its creditors.

Infobae states that Mr. Hector Gustavo Caferatta, the trustee
assigned to oversee the reorganization, will verify creditors'
proofs of claim until August 4, 2004. Claims not submitted for
verification during the validation phase will not be included in
the settlement proposal.

CONTACT: Mr. Hector Gustavo Caferatta, Trustee
         Laprida 1898
         Buenos Aires


LUDO: Enters Bankruptcy on Court Orders
---------------------------------------
The Buenos Aires civil and commercial tribunal declared Ludo
S.A. bankrupt after the Company defaulted on its debt payments.
This order effectively places the Company's affairs as well as
its assets under the control of court-appointed trustee, Mr.
Luis Juan Kuklis.

As the trustee, Mr. Kuklis is tasked with verifying the
authenticity of claims presented by the Company's creditors. The
verification phase is ongoing until July 8, 2004.

Following claims verification, the trustee will submit the
individual reports based on the forwarded claims for final
approval by the court on September 6, 2004. A general report
will also be submitted on October 19, 2004.

CONTACT: Ludo S.A.
         Avda Roque Saenz Pe¤a 943
         Buenos Aires

         Mr. Luis Juan Kuklis, Trustee
         Lavalle 1619
         Buenos Aires


TREVI: Trustee Prepares Reports for Submission
----------------------------------------------
Verified claims pertaining to the Trevi S.A.I.C. y F. bankruptcy
case will be presented in court as individual reports on October
18, 2004, reports Infobae. After the submission of the
individual reports, the trustee, Mr. Ricardo Bonifatti, will
also provide the court with a general report on the ongoing
liquidation. This report will be submitted in court on November
29, 2004.

The Buenos Aires civil and commercial tribunal is handling the
case, which will end with the sale of the Company's assets to
repay its creditors.

CONTACT: Trevi S.A.I.C. y F.
         Jose Gervasio de Artigas 5137
         Buenos Aires

         Mr. Ricardo Bonifatti, Trustee
         Avda Corrientes 123
         Buenos Aires


* ARGENTINA: Issues IMF Staff Mission Statement
-----------------------------------------------
An International Monetary Fund mission has been in Buenos Aires
for the last ten days or so to begin discussions for the third
review of the economic program established by the Argentine
authorities. The mission has had cordial and collaborative
discussions with the authorities on the current state of the
economy, the authorities' policies in relation to their program,
and the reform agenda for sustaining high growth with poverty
reduction.

Argentina's economic recovery continues to be strong. Twelve-
month real GDP growth was close to10 percent in the latest,
March 2004 quarter, reducing unemployment, and bringing real GDP
closer to its pre-crisis level. Inflation is well-contained, the
current account remains in substantial surplus, and reserves
continue to accumulate. The performance of the consolidated
fiscal primary surplus thus far in 2004 has been significantly
ahead of the program. Quantitative performance criteria under
the program have been observed.

The mission has reviewed progress in implementing the structural
reform agenda that the authorities have established under their
program, including, in particular: structural fiscal reforms
intended to consolidate and sustain over the medium term the
fiscal discipline and performance of the past two years; banking
sector measures aimed at enhancing financial intermediation;
their continuing efforts to restructure their sovereign debt;
and, in collaboration with the World Bank, the mission has also
reviewed policies toward the energy sector and utilities. At
this stage, the authorities have told the mission that policies
are evolving toward ensuring consistency with their program.

The next step is for the mission to return to Washington and
discuss its findings with staff and management and for the
authorities to continue to develop and elaborate policies in key
areas of their program. There will be ongoing discussions toward
defining policies that will achieve the essential objectives set
by the authorities in their program.

CONTACTS: International Monetary Fund
          700 19th Street, NW
          Washington, D.C. 20431 USA
          Public Affairs: 202-623-7300 - Fax: 202-623-6278
          Media Relations: 202-623-7100 - Fax: 202-623-6772



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

CEMIG: Releases Supervisory Board Resolutions
---------------------------------------------
Meeting of the Supervisory Board held on 24 June 2004, at 10
a.m. The Board approved:

1. Signature of a contract to share infrastructure with Telemar
Norte Leste S. A.

2. Contracting of consumption meter reading services, using
micro-data collectors.

3. Contracting of corporate credit card services.

4. Contracting of fuel supply services, and services to install
and maintain the vehicle supply management and control system
for Cemig's vehicle fleet.

5. Contracting of nutrition services (meals, light meals and
coffee).

6. Concession of remunerated annual leave for the company's
directors.

7. Review of the project to expand and modernize the Hydro-
meteorology Telemetry System.

8. Signing of a contract with the National System Operator (ONS)
to provide ancillary services.

9. The "Installing Efficiency at Copasa" project.

10. Financial hedge policy.

11. Re-ratification of CRCA-044/2004, to enable the balance of
available credit lines from Bradesco to be used to roll over
maturing debt starting in July 2004, providing that the
financial conditions already approved are unchanged.

Meeting of the Supervisory Board held on 23 June 2004, at 6 p.m.
The Supervisory Board approved:

1. Issuance of 40,000 (forty thousand) debentures with total
value R$ 400 million (four hundred million Reais), the third
issue and placement of non-convertible debentures of Cemig, as
part of the Cemig Securities Distribution Program as approved on
27 May 2004.

2. Homologation of the final interest rate on the debentures,
established in the bookbuilding process carried out on 23 Jun
2004.

3. Re-ratification of CRCA-046/2004, specifically in relation to
the remuneration and payment of the debentures.

CONTACTS: CEMIG
          Av.Barbacena, 1200 - Santo Agostinho - CEP 30190-131
          Belo Horizonte - MG - Brasil
          Fax (0XX31)299-4691
          Tel.: (0XX31)349


CEMIG: BNDES Head To Support Probe Into Stake Sale
--------------------------------------------------
Mr. Carlos Lessa, the president of Brazil's national development
bank BNDES, said he would back a congressional probe into the
sale of a 33% voting right stake in Minas Gerais state power
company Cemig to the US-Brazilian SEB consortium, according to a
local daily report.

"If congress were to commission an investigation, we would be
satisfied," newspaper Gazeta Mercantil quoted Lessa as saying.

BNDES loaned the SEB consortium US$740 million in 1997 to
facilitate the latter's US$1-billion acquisition of a 33% voting
right stake in Cemig, in a deal which gave SEB the decision-
making power on Cemig's board.

But SEB, which is made up of US power companies AES and Mirant
as well as Brazilian investment bank Opportunity, defaulted on
the BNDES loan in 2003. BNDES has filed two suits against SEB to
guarantee payment of the debt. One suit blocks the group's
dividends from Cemig, while the other calls in the debt.

However, Lessa said he expected to get most of the money back,
even though the 33% stake and dividends are valued at less than
the debt.


EMBRATEL: New Exec To Tackle Debt Problems
------------------------------------------
Mr. Jose Formoso Martinez, the new general director at Brazil's
Embratel, outlined his plans for the Brazilian
telecommunications carrier.

In a phone interview with Reuters, the executive indicated he
will first tackle the Company's debt problems.

"The debt is the priority because it limits Embratel's
resources," Martinez said, hinting that he will consider the
possibility of issuing debt either at home or abroad.

"Embratel is a company with great engineering, an excellent
relationship with clients and markets, but in the last couple of
years it had problems capitalizing itself," he said.

The executives other goals for Embratel includes the recovery of
lost market share in the data transmissions market and the
completion of the tender offer Telmex must make to holders of
Embratel's ordinary shares.

CONTACT INFORMATION: Silvia M.R. Pereira
                     Investor Relations
                     Tel: (55 21) 2121-9662
                     Fax: (55 21) 2121-6388
                     E-mail: silvia.pereira@embratel.com.br
                                  or
                             invest@embratel.com.br


EMBRATEL: To Invest $4.8M in ISP
--------------------------------
Embratel will invest BRL15 million (US$4.8 million) this year on
its free Internet Service Provider, Click 21, reports Business
News Americas.

The Company will spend the money on infrastructure and
marketing, as it seeks to double Click 21's customer base from
its current 800,000 to 1.5 million by year-end.

Embratel currently has a 5% market share in the state of Sao
Paulo and wants to reach 15% by year-end.


NET SERVICOS: Signs Commitment Letters with Creditors
-----------------------------------------------------
Net Servicos de Comunicacao S.A (NASDAQ: NETC)(BOVESPA: PLIM4),
the largest Pay-TV multi-service operator in Latin America, an
important provider of bi-directional broadband Internet access
(Virtua) and multimedia and data communication services for
corporate networks a publicly held company, announced Sunday the
following relevant notice:

The Company and its creditors, representing approximately 70% of
its financial debt, have entered into commitment letters
("Letter") that reflect the terms and conditions to be
implemented in the context of the Company's capital
restructuring plan ("Plan"). The Company is confident that this
level of acceptance by its creditors, at this stage, facilitates
the successful completion of the Plan. This concludes an
important step that began on December 2, 2002, when the Company
announced that it intended to seek an adequate capital
structure. Since then, NET has been negotiating with a steering
committee of its financial creditors new terms and conditions
for the Company's debt profile, aiming to reach a balance
between the Company's cash generation capability, considering
its business maturity curve, and the needs of each of its
creditors.

As further described, the Letter provides that the Company will
offer creditors several options for the restructuring of the
obligations owed to each creditor. Each creditor, consisting of
holders of Real-denominated obligations represented by either
Bilateral Agreements or Debentures; and holders of US dollar-
denominated obligations represented by Bilateral Agreements,
Multicanal Senior Notes and Net Sul Floating Rate Notes, will be
able to choose the option that best fits with its own investment
objectives, subject to adjustments based on potential over or
under subscription. The options are summarized in the tables:
http://bankrupt.com/misc/TABLES.htm.

Additionally, the Company is subject to various mandatory
prepayment provisions including, starting on July 15, 2006, a
cash sweep mechanism as further described below. Such
prepayments will reduce the principal first for the senior debt
in reverse order of its maturity and then for the subordinated
debt.

The subordinated convertible debt (Option B) will accrue
interest equivalent to IGPM + 3% p.a. from July 1st, 2004 until
the senior debt is repaid. Such interest will not be paid in
cash but will be capitalized and added to the principal amount
of the subordinated convertible debt on an annual basis. Prior
to the time that the senior debt has been repaid in full, each
R$1,000.00 of original principal amount of the subordinated debt
including of all interest accrued thereon, may be convertible at
the option of the holder into an aggregate of 2,221 shares of
the Company. After the senior debt has been repaid in full, the
subordinated convertible debt will cease to be convertible and
will thereafter pay cash interest on a quarterly basis, at an
interest rate equal to CDI plus 3%. The principal amount of the
subordinated convertible debt will be repayable in a single
installment on December 15, 2012, subject to mandatory
prepayment provisions.

All the senior debt and the subordinated convertible debt issued
in connection with the restructuring will be guaranteed by all
of the Company's wholly-owned subsidiaries, on a joint basis.
The senior debt will be secured by the pledge of (i) all of the
shares held by NET in its subsidiaries; (ii) all of its network
assets; and (iii) all of receivables held by the operations of
Sao Paulo, Santos and Rio de Janeiro; in case of foreclosure,
the holders of the senior debt will be entitled to receive 30%
of the overall amount actually received in respect of the
receivables of the three operations mentioned above until full
recovery of the respective credits. The subordinated convertible
debt will initially be unsecured; once the senior debt has been
repaid the collateral that had secured the senior debt will
thereafter secure the subordinated convertible debt.

The Company may prepay the senior debt and the subordinated
convertible debt at any time in whole or in part at its option,
and must make mandatory prepayments in specific situations
(i.e., pursuant to the cash flow mechanism and out of new equity
and debt issuances). Prepayments shall first amortize the senior
debt principal amount in reverse order of maturity; once the
senior debt is fully repaid, prepayments will amortize the
subordinated convertible debt.

The Term Sheet lists the main covenants. Below, we summarize
them grouping into Non-Financial and Financial:

1. Non Financial

Delivery of financial statements;

Delivery of compliance certificates;

Negative pledge;

Limitations on transactions with related parties;

Restricted payments; and

Permitted investments.

2. Financial

Effective June 2006, a Cash Flow Sweep ("CFS") mechanism comes
into effect. As defined in the Letter, the CFS will be
calculated on a percentage of the Excess Cash Flow generated in
the previous year (i.e. 2005 will be the basis for the first
calculation), considering a minimum cash balance of R$120.0
million (adjusted by IGPM) ("minimum cash"). The percentages of
the Excess Cash Flow will be 70% in the years 2005, 2006 and
2007, 75% in 2008, 80% in 2009, and from 2010 onwards, 85%;

80% of the proceeds from the sale of assets and new indebtedness
must be used for prepayments of debt;

70% of the proceeds from new cash equity issuances that are in
excess of the amount, if any, required to bring the amount of
the Company's cash to a level equal to the Minimum Cash shall be
used for prepayments of debt;

Capital Expenditures ("Capex") will be capped at US$50.0 million
in 2004 and, from 2004 on, at US$50.0 million adjusted by the US
consumer price index;

EBITDA minus Capex to Interest Expense will be measured on a
quarterly basis and shall not be below the following minimum
ratios:

  --------------------------------------------------------------
2Q04 through 4Q04 -                                     1.10x
  --------------------------------------------------------------
2005 -                                                  1.25x
  --------------------------------------------------------------
2006 -                                                  1.35x
  --------------------------------------------------------------
2007 -                                                  1.90x
  --------------------------------------------------------------
2008 -                                                  2.70x
  --------------------------------------------------------------
2009 onwards -                                          4.80x
  --------------------------------------------------------------

Maximum total debt (excluding subordinated convertible debt) to
EBITDA will be measured on a quarterly basis and shall not
exceed the following ratios:

  --------------------------------------------------------------
3Q04 through 4Q04 -                                      3.2x
  --------------------------------------------------------------
2005 -                                                   3.0x
  --------------------------------------------------------------
2006 -                                                   2.5x
  --------------------------------------------------------------
2007 -                                                   2.0x
  --------------------------------------------------------------
2008 onwards -                                           1.5x
  --------------------------------------------------------------
-

Under the Plan, the Company has agreed to issue up to
1,825,021,996 shares. The Letter provides that these new shares
would be first offered in a public offering in Brazil registered
at the Brazilian Securities Exchange Commission (CVM) in which
current shareholders will be able to exercise their preemptive
rights.

Under this structure, the price of such equity will be
determined pursuant to a book-building mechanism. In the event
that the book building results in an issuance price of R$0.35 or
above, the Company will then consummate the sale of such equity
and will pay the creditors cash in the amount of R$0.35 in lieu
of each share that otherwise would be issued to them in the
restructuring. In the event that the offering does not result in
a price of R$0.35 or more, the creditors will receive one equity
share for each R$0.35 of debt claim held by them. As a result,
the debt is converted into equity. If the book building results
in an issuance price above of R$0.35 per share, 80% of the
excess amount will be used to repay the senior debt.

The Letter also provides that the Company may make a placement
of its shares prior to the closing or at closing at a price of
not less than R$0.35 per share and to substitute the cash
proceeds thereof for all or a portion of the equity shares
including the shares related to the subordinated convertible
debt otherwise issueable to the creditors.

This provision would allow for the implementation of the
transaction announced Sunday by NET's controlling shareholders,
Globo Comunicacoes e Participacoes S.A. ("Globopar") and
Telefonos de Mexico, S.A. de C.V. ("Telmex"), as discussed in a
separate Relevant Notice that is being issued simultaneously.

Below, we summarize the main points related to Corporate
Governance that impact those creditors that receive equity as
part of the Plan (it being understood that these provisions will
not apply if the company substitutes cash for all of the equity
otherwise issueable to the creditors):

The Creditors receiving voting shares shares will have 90 days
to trade these shares among themselves in an unrestricted
manner;

The voting shares shares received by Creditors under the Plan
may be contributed to a holding company in Brazil and or to a
holding Company abroad, as the case may be (jointly, "CHCs"); if
CHCs jointly hold at least 3.5% in the voting stock of NET, CHCs
will be entitled to join the NET Shareholders' Agreement,
jointly with the current controlling shareholders;

The Shareholders' Agreement will establish that (i) while CHCs
hold the 3.5% interest referred to above, some matters listed in
the Term Sheet will be conditioned to the favorable vote of
Globopar and of at least two out of the three financial
investors (i.e., BNDES Participacoes, Bradesplan Participacoes
S.A. and CHCs; and (ii) while CHCs hold at least 8% of the
voting stock of NET, some matters also listed in the Term Sheet
will be conditioned to the favorable vote of CHCs jointly;

CHCs will be entitled to jointly appoint a member of the Board
of Directors of NET;

The shares held by CHCs in NET will be subject to the preemptive
rights and 100% tag-along rights set out in the current
shareholders agreement;

The relationship between shareholders in CHCs will be governed
by the shareholders agreement executed for each such CHC;

Joint exercise of rights by CHCs under the NET's shareholders
agreement shall be regulated in a separate agreement to be
registered with the Company;

Transfers of shares issued by each CHC will be subject to
preemptive rights as agreed on between the corresponding CHC
shareholders, in the first place, and between the current
controlling shareholders, in the second place.

Upon the closing of the proposed capital structure, the Company
believes that it will have achieved, with the strong support of
its creditors, the goals set in the beginning of this process,
as follows:

(i) To adequate its schedule of principal amortizations and
interest payments to the levels that can be supported by its
operating cash flows and that is adequate to the volatility and
risk of the market where the Company operates; (ii) To mitigate
the risk of refinancing this debt by substantially reducing the
previous dependence on financial markets.

The obligations undertaken by the parties in the Letters are
subject to the satisfaction of a number of important conditions
precedents. These include, but are not limited to (i) the
negotiation and execution of definitive agreements reflecting
the terms contained in the Letter and in the Term Sheet attached
to the Letter and other terms agreed to by the parties, in form
and substance satisfactory to the creditors, (ii) the non-
existence of material changes in the Company's status and in
macroeconomic conditions; (iii) the adherence of creditors
representing at least 95% of the debt to be restructured; and
(iv) other customary conditions to be contained in the
definitive agreements.

The Letters are valid until September 30, 2004, and
automatically renewable until November 30, 2004. The Company is
not at this point able to estimate the date upon which the
closing of the capital restructuring will occur.

Each creditor that is party to Letter has agreed that for so
long as the Term Sheet is enforce it will not take any action to
collect its respective credits against NET, either through court
or administrative proceeding or enforcement or collateral.

If the restructuring were to be consummated in accordance with
the terms set forth in the Letter and with the participation of
100% of the creditors, the Company believes that it would
convert at least R$560.0 million of its estimated total debt of
R$1.4 billion, principal plus accrued interest (as of June 30,
2004) into equity. This amount excludes the conversion that may
occur in the future with the subordinated debt, which in this
estimated scenario would be R$80.0 million. Thus, the Company
would have a senior debt of approximately R$730.0 million and a
subordinated convertible debt of approximately R$80.0 million.
The Company estimates that approximately 60% of the total debt
(senior plus subordinated) would be real denominated. Under
these assumptions, NET would show the following ratios, in a pro
forma basis, after completion of the restructuring:

  --------------------------------------------------------------
Total senior debt to 2003 EBITDA                           2.4x
  --------------------------------------------------------------
Total senior debt to LTM EBITDA (jul/03-jun/04)            2.2x
  --------------------------------------------------------------
LTM EBITDA to Pro Forma Interest Expenses (Next 12 months) 2.0x
  --------------------------------------------------------------


NET SERVICOS: Globopar Issues Notification Regarding Its Stake
--------------------------------------------------------------
Net Servicos de Comunicacao S.A. (NASDAQ: NETC - News;
BOVESPA:PLIM4), the largest Pay-TV multi-service operator in
Latin America, an important provider of bi-directional broadband
Internet access (Virtua) and multimedia and data communication
services for corporate networks a publicly held company,
announced Sunday that it has received notice from its
controlling shareholder, Globo Comunicacoes e Participacoes S.A.
("Globopar"), of the following:

Globopar has entered into an agreement to sell an interest in
Net to a strategic investor, Telefonos de Mexico, S.A. de C.V.
("Telmex"). The aforementioned agreement was made in the context
of Net's debt restructuring plan ("Plan") announced Sunday in a
separate relevant notice (Fato Relevante), under which Net
proposes to issue voting and non-voting shares, to be paid for
in cash or with credits against the company, in an aggregate
amount of up to 1,825,021,996 shares. Under the terms agreed by
Globopar and Telmex, Globopar would subscribe for all the voting
shares (other than any shares as to which other shareholders
have exercised preemptive rights), at a price of R$0.35 per
share, and Telmex will grant a standby underwriting guarantee
for subscription, at the minimum issue price of R$0.35 per
share, for all the non-voting shares to be issued. The agreement
between Globopar and Telmex also contemplates that the
subordinated convertible debentures included in the Plan will
not be issued. As a result, subject to the completion of the
Plan, Net's creditors would receive, out of the cash proceeds
from the referred issue, R$0.35 in place of each voting and non-
voting share, or principal amount of subordinated convertible
debentures, otherwise issuable to them pursuant to the Plan.

The closing of the foregoing transactions agreed on the date
hereof between Globopar and Telmex is subject to a number of
conditions precedent, including the previous approval of the
National Telecommunications Agency ("Anatel"), the closing of
Net's Plan, the negotiation with other parties to Net's existing
Shareholders' Agreement, with the intent to either modify or
establish a new agreement, and certain Net corporate approvals.

The total direct and indirect interest held by Telmex in Net, as
well as the total amount to be paid by Telmex for such interest,
will only be established after the completion of Net's capital
increase. Should Globopar's expectations regarding the result of
Net's Plan be confirmed, the price per share for the shares
sold, directly and indirectly, by Globopar to Telmex is expected
to stet between R$0.60 and R$0.80. Several factors could
significantly affect this price range, including the exchange
rate, the amount of voting shares issued by Net and the amount
effectively subscribed by Globopar in the offering.

As an alternative to the transaction described above, Globopar
has a put option giving it the right, but not the obligation, at
any time after October 31, 2004, to sell to Telmex for the
equivalent of approximately US$130 million, a combination of
voting and non-voting shares of Net currently held by Globopar,
equivalent to approximately 34% of the total outstanding shares
of Net. Globopar's right expires on July 1, 2005, or earlier in
certain circumstances.

Globopar and Telmex will implement the foregoing transactions
through a special purpose company ("SPC") that would hold 51% of
Net's voting shares. Globopar would hold a majority stake of the
SPC voting shares and Telmex would hold the remaining interest.
In addition, Telmex would hold directly certain of the Net
shares to be acquired by it.

After the closing of the aforementioned transactions, Telmex
would have the right to acquire from Globopar additional shares
representing voting control of the SPC at such time as it is
permitted to do so under applicable laws and with due regard to
certain conditions precedent.

CONTACT:  Net Servicos
          Marcio Minoru or Rodrigo Alves, 55 11 5186-2811
          ri@netservicos.com.br


TCP: Board Authorizes Plan to Issue BRL2 Bln in Debt
----------------------------------------------------
The board of Telesp Celular Participacoes SA (TCP) approved
Wednesday the Company's plan to issue up to BRL2 billion
($1=BRL3.11) in debt over the next two years, says Dow Jones
Newswires.

The Company, owned by Portugal Telecom SA (PT), said it would
issue debentures with no guarantees and added it wouldn't be
subordinated. Telesp Celular said the program would also involve
the issuance of commercial paper.

The Company, which ended the first quarter with a net debt
BRL4.2 billion, didn't disclose where the proceeds of the
issuance would be used.

CONTACT:  TELESP CELULAR PARTICIPACOES SA
          Rua Abilio Soares 409, - 10o andar
          Sao Paulo, 04005
          Phone: (212) 889-4350
          E-mail: webmaster@telespcelular.com.br
          Web Site: http://www.telespcelular.com.br



===============
D O M I N I C A
===============

* Dominica Issues New Bonds for Existing Debt
---------------------------------------------
Dominica advances its debt-restructuring program with the
government's signing of an agreement for a new bond issue this
week. The latest bond issuance is part of Dominica's strategy to
reduce over EC700 million (1 EC dollar = 37 U.S. cents) in debt.

Dominica's prime minister, Mr. Roosevelt Skerrit, stated in a
Caribbean Media Corporation report that his government aims to
reduce the net present value of Dominica's debt by 50 percent
through the restructuring.

The restructuring program calls for the replacement of existing
debt with new bonds of varying maturities. All new bond issue
would carry a 3.5 percent interest rate.



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

EMPRESAS ICA: Teams Up With Spanish Company for New Projects
------------------------------------------------------------
Grupo Scyr Vallehermoso of Spain has formed an alliance with
Empresas ICA to jointly undertake future highway construction
projects in Mexico. ICA will supply manpower and equipment in
future projects while Grupo Sacyr will act as project developer
by providing financial support.

In a Business News Americas article, Mr. Quirico Serina,
secretary to the ICA chaiman, stated that the memorandum of
agreement provides for the review of concession on a project-by-
project basis. He addst that in order to promote flexibility,
the MOU does not specify a set structure such as in a joint
agreement.


GRUPO TMM: $50M Deal With Ford Imminent
---------------------------------------
Grupo TMM, SA (NYSE:TMM and BMV:TMM), a Mexican transport
company, is about to sign a US$50-million, multi-year contract
with Ford Motor Co. in a deal that could help lift TMM's
financial results, Reuters reports, citing a source close to
TMM.

The source confirmed: "There is an agreement with Ford but it is
in the process of being implemented. It's a national deal via
TFM to distribute all Ford vehicles in Mexico ... but there are
some details pending before the official announcement can be
made."

While Ford exports most of its Mexican production to the United
States -- the country's top trade partner -- the company imports
most of the units it sells in Mexico through the border, where
TFM controls the main railroad too.

TMM recently launched a US$377-million debt exchange offer. The
Company offered holders of outstanding bonds due 2003 and 2006
to exchange them for new senior bonds due in August 2007. In a
statement, TMM revealed that holders of about 72% percent of the
outstanding bonds have agreed to exchange them.

TMM said bondholders that agree to the exchange before July 8
will receive a sweetener of US$21.1 million in new bonds on a
pro rata basis. The already-expired May 2003 bonds with a value
of $177 million have a coupon of 9.5 percent. The $200 million
2006 bonds have a coupon of 10.25 percent.

The Company set a July 22 deadline for creditors to accept the
bond swap. TMM said it will require tenders for at least 98
percent of the outstanding principal amount of the 2003 notes
and at least 95 percent of the 2006 notes to move on with the
exchange.

If the minimum tender conditions are not met, creditors have
agreed for the Company to seek for bankruptcy protection under
U.S. Chapter 11 or Mexican law.


HYLSAMEX: Shareholders Approve Stock Issue
------------------------------------------
Mexican steel maker Hylsamex will proceed with the issuance of
new stocks after shareholders approved the plan Friday. The
Company aims to use the estimated US$150 million raised through
the share issue, to pre-pay its bank debt.

Business News Americas reports that the capital increase
includes the release of 180 million special `L' shares
convertible to normal `B' shares. The converted shares would
carry voting privileges after a one-year listing in the bourse.
Additional information relating to the issuance will be issued
beginning Monday next week.

Hylsamex's net debt was reported at US$962 million at the end of
the first quarter of 2004.

CONTACT:  Hylsamex S.A. de C.V.
          101 Ave Munich Cuauhtemoc
          66452 San Nicolas de los Garza
          Nuevo Leon
          Mexico
          Phone: +52 81 8865 2828
          Fax: +52 81 8865 1210
          Home Page: http://www.hylsamex.com.mx
          Contact:
          Engr. Dionisio Garza Medina, Chairman
          Alejandro Elizondo Barragan, Chief Executive Engr



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

PDVSA: CITGO Repays $200M Loan Ahead of Schedule
------------------------------------------------
CITGO Petroleum Corporation retired its $200-million senior
secured term loan on Friday, June 25, 2004, approximately 20
months before the loan was to mature in 2006. The loan was
secured by the company's equity interest in both the Colonial
and Explorer pipelines.

"Our operations have generated a strong cash flow over the last
few quarters," stated CEO and President Luis Mar¡n, "allowing us
to repay the debt with cash and to repay it prior to its
maturity. Additionally, this eliminates our only secured
facility, which will create more flexibility and options for
CITGO in the financial markets."

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.

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

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

          Ms. Jennifer Hill
          Phone: 918-495-4260
          Fax: 918-495-5269
          Email: pubaffairs@citgo.com

          Web Site: www.citgo.com


CITGO: Fires Up New Gasoline Hydrotreater
-----------------------------------------
CITGO Petroleum Corporation's Lake Charles, La., refinery
confirmed Friday the completion of the construction and the
successful start-up of the second of two gasoline hydrotreater
units. The units are designed to remove sulfur from the gasoline
stream while maintaining the octane value of the fuel. It is a
critical part of the refining process to meet the new Tier II
fuel rules and regulations, which impose dramatically lower
limits on the sulfur content of gasoline and which will be
phased in over a three-year period.

This unit is the second of two identical gasoline hydrotreaters
at the Lake Charles refinery. Both units are currently operating
at their 35,000 barrel-per-day (bpd) design capacities. "We are
very proud of the project, particularly the safety performance
during construction and the near flawless start up," stated Al
Prebula, Vice President CITGO Lake Charles.

In addition to these units, CITGO is planning additional
investments at the Lake Charles refinery over the next five
years to meet future environmental regulations.

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 Petroleos de Venezuela, S.A., the national oil
company of the Bolivarian Republic of Venezuela.

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

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

          Ms. Jennifer Hill
          Phone: 918-495-4260
          Fax: 918-495-5269
          Email: pubaffairs@citgo.com

          Web Site: www.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 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
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Information contained herein is obtained from sources believed
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