TCRLA_Public/060214.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, February 14, 2006, Vol. 7, Issue 32

                            Headlines


A R G E N T I N A

KAIDERS: Trustee Starts Validating Creditors' Claims
LUCCA HNOS.: Authentication of Claims Ends on March 30
REPSOL YPF: Inks Oil Exploration Pact with Enarsa and Sipetrol
SERVICE & PARTS: Creditors Must Have Claims Verified by March 31
TANALCO S.R.L.: Creditors Have Until April 10 to Validate Claims

TERMIGLASS S.A.: Creditors' Claims to be Verified until March 28
VARELA HNOS.: Trustee to Cease Verifying Claims on April 3
YPF S.A.: S&P Expounds on Low-B Ratings Assignments


B E R M U D A

NEXUS DKR: Creditors to Prove Claims until February 24


B R A Z I L


CSN: Bear Stearns Recommends Underperform Status
COMPANHIA ENERGETICA: Moody's Adds B3 Foreign Currency Rating
CVRD: Investing US$354 Million in Alunorte, Paragominas Dev't
GERDAU: Paying US$36.4 Million in Dividends
GERDAU: Records US$10.9 Billion in Gross Revenues in 2005

HSBC BRASIL: S&P Affirms Low B Currency Ratings
VIACA ITAPEMIRIM: Fitch Affirms, Withdraws Junk Rating on Notes


C A Y M A N   I S L A N D S

ALPHAMIX FUND: Holds Shareholders Final Meeting on February 27
ANGELHAIR INVESTMENTS: Reporting Wind Up Updates on Feb. 24
ATLANTICO FINANCE: Liquidator Accounting Wind Up Process Feb. 27
BALBOA HOLDING: Liquidation Process to be Reported on Feb. 24
BLUE ANCHOR: Holding Shareholders Final General Meeting Feb. 24

CAYMAN PARTNERS: Schedules Shareholders Final Meeting on Feb. 27


C O L O M B I A

BANCAFE: Fogafin Brings In Rothschild to Decide Bank's Fate


D O M I N I C A N   R E P U B L I C

AES DOMINICANA: Denies Profiting Millions from Ede-Este Pact
FALCONBRIDGE: Renews Collective Bargaining Agreements


E L   S A L V A D O R

BANCO SALVADORENO: Fitch Upgrades Support Rating to '3'


J A M A I C A

* JAMAICA: Government Unable to Meet Judgment Awards


M E X I C O

BALLY TOTAL: Modifies Employment Agreement with John H. Wildman
CFE: Aims to Save US$5 Million Annually Buying Gas from Altamira
DESARROLLADORA HOMEX: Inks Home Furnishing Pact With IMEVI
GRUPO MEXICO: Will Spin Off Transportation Unit through IPO


P U E R T O   R I C O

ANGEL BERRIOS: Court Sets June 12 as Claims Bar Date
G+G RETAIL: UST Appoints Five Creditors to Serve on Committee
MUSICLAND HOLDING: Assumes GOB Agreement with Hilco Merchant
MUSICLAND: Taps Curtis Mallet-Prevost as Conflicts Counsel


V E N E Z U E L A

PDVSA: Aims to Double Oil Exports to China
* VENEZUELA: Shoulders 51% of Cost of Alcasa's Line V Project

     -  -  -  -  -  -  -  -

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


KAIDERS: Trustee Starts Validating Creditors' Claims
----------------------------------------------------
Mr. Hugo Pantaleo, the trustee appointed by the court for the
Kaiders S.A. reorganization, has started verifying claims.  La
Nacion relates that Mr. Pantaleo will stop the verification on
March 27, 2006.

Court No. 26 of Buenos Aires' civil and commercial tribunal
handles the reorganization case, with the assistance of Clerk
No. 51.

Kaiders S.A. can be reached at:

         Guido 1564
         Buenos Aires

Mr. Hugo Pantaleo, the trustee, can be reached at:

         Corrientes 1450
         Buenos Aires


LUCCA HNOS.: Authentication of Claims Ends on March 30
------------------------------------------------------
The verification of claims from creditors of bankrupt company
Lucca Hnos. S.R.L. will end on March 30, 2006, reports Infobae.  
Creditors who are unable to have their claims verified after the
said date will be disqualified from any distribution or payment
that the company would make.

Lucca Hnos. S.R.L. wound up its operations following the
bankruptcy pronouncement issued by Sante Fe's court.  The
declaration effectively prohibited the company from
administering its assets, control of which will be transferred
to a court-appointed trustee.

Lucca Hnos. S.R.L. can be reached at:

         Salvador del Carril 1971
         Ciudad de Santa Fe (Santa Fe)


REPSOL YPF: Inks Oil Exploration Pact with Enarsa and Sipetrol
--------------------------------------------------------------
Repsol-YPF SA signed an oil exploration covenant with Energia
Argentina SA and Sipetrol Argentina SA, a unit of Empresa
Nacional del Petroleo de Chile, Business News Americas reports.

The exploration zone, in a 14,000 square kilometer zone in
Argentine waters off the province of Santa Cruz, is located at
the mouth of the Srait of Magellan near the Chilean border.
The location is comprised of the E2 area held by Enarsa and the
CAM3 area held by Sipetrol and Repsol-YPF.

The three partners will be equal partners in the consortium.
However, Enarsa, will only put up funds if the site proves
commercially viable, Business News relates.

Sipetrol and YPF will be responsible for contributing the
necessary funds to finance the investment corresponding to
Enarsa in the exploration phase of the area.  This financing
will be lost if the parties decide not to seek to commercialize
the zone. If it produces a commercial discovery, Enarsa will
refund to Sipetrol and YPF the funds contributed (on Enarsa's
behalf) in the exploration phase.

               About Energia Argentina SA

Argentine state-owned oil company Energia Argentina SA was
created in 2004 as a "witness company" in future energy
projects. Enarsa's charter, approved by the Argentine Congress
in late 2004, gives the company exclusive rights to all offshore
projects not under contract before its creation.

               About Sipetrol Argentina SA

Sipetrol Argentina SA is a subsidiary of Chile's state-owned
Empresa Nacional del Petroleo de Chile, or ENAP.

                   About Repsol YPF

Repsol YPF -- http://www.repsolypf.com/-- Refining and  
marketing company in Spain and Argentina and has a global
refining capacity of 1, 206, 500 barrels per day.

                        *    *    *

On June 20, 2005, Moody's Investors Service upgraded the ratings
of Spanish oil company Repsol YPF's local subsidiary YPF S.A.
Moody's upgraded YPF's senior unsecured rating to Ba3 from B1
and the unit's domestic currency issuer rating to Baa2 from
Baa3.

YPF's foreign currency issuer rating of Caa1 remained unchanged,
as it is constrained by the sovereign ceiling of Argentina.
YPF's Corporate Family Rating (formerly known as the senior
implied rating) is aligned with the foreign currency issuer
rating at Caa1.


SERVICE & PARTS: Creditors Must Have Claims Verified by March 31
----------------------------------------------------------------
Creditors are to prove claims against bankrupt company Service &
Parts S.R.L. on or before March 31, 2006, relates La Nacion.  
The company's trustee, Ms. Susana Fernandez, is tasked on
verifying the claims.

Creditors who fail to submit the required documents by the said
date will not qualify for any post-liquidation distributions.

Court No. 18 of Buenos Aires' civil and commercial tribunal
declared the company bankrupt.  The court approved the
bankruptcy petition filed by Latin Parts SRL, whom the company
has debts.

Clerk No. 35 assists the court on the case.

Service & Parts S.R.L. may be reached at:

         Arzobispo Espinosa 423
         Buenos Aires

Ms. Susana Fernandez, the trustee, may be reached at:

         Florida 520
         Buenos Aires


TANALCO S.R.L.: Creditors Have Until April 10 to Validate Claims
----------------------------------------------------------------
The validation of creditors' claims against bankrupt company
Tanalco S.R.L. will stop on April 10, 2006, reports Argentine
daily La Nacion.

Court No. 11 of Buenos Aires' civil and commercial tribunal
declared Tanalco S.R.L. bankrupt.  The ruling came in approval
of the petition filed by the company's creditor, Mr. Eduardo
Cardozo, for nonpayment of $44,969.06 in debt.  Mr. Ignacio
Katzer was appointed as trustee.

Clerk No. 21 assists the court on the case, which will conclude
with the liquidation of the company's assets.

Tanalco S.R.L. can be reached at:

         Av. Santa Fe 882

Mr. Ignacio Katzer, the trustee, can be reached at:

         Callao 441
         Buenos Aires


TERMIGLASS S.A.: Creditors' Claims to be Verified until March 28
----------------------------------------------------------------
Claims of Termiglass S.A.'s creditors are to be verified until
March 28, 2006, reports La Nacion.  Creditors with claims not
validated by the trustee will be disqualified from any
distribution that the company would make.

Termiglass S.A. was declared bankrupt after Buenos Aires' Court
No. 10 endorsed the petition of creditor M. Agostini S.A. for
the company's liquidation.  

The court assigned Mr. Eduardo Gruden to supervise the
liquidation process as trustee.  

The city's Clerk No. 19 assists the court in resolving this
case.

Termiglass S.A. can be reached at:

         Juan Ramirez Velasco 538
         Buenos Aires

Mr. Eduardo Gruden, the trustee, can be reached at:

         Presidente Roque Saenz Pena 1219
         Buenos Aires


VARELA HNOS.: Trustee to Cease Verifying Claims on April 3
----------------------------------------------------------
Mr. Hugo Daniel Pantaleo, the trustee of The Varela Hnos. S.R.L.
will stop verifying claims from the company's creditors on April
3, 2006, reports Infobae.  After that, he will prepare the
individual reports, which are to be submitted in court on May
18, 2006.  The submission of the general report should follow on
July 31, 2006.

A Buenos Aires court handles the company's bankruptcy case.

Varela Hnos. S.R.L. can be reached at:

         Chile 1387/93
         Buenos Aires

Mr. Hugo Daniel Pantaleo, the trustee, can be reached at:

         Avda. Corrientes 1450
         Buenos Aires


YPF S.A.: S&P Expounds on Low-B Ratings Assignments
---------------------------------------------------
Strengths:

   -- Repsol incentives for financial support;
   -- Major, low-cost, low-risk, upstream operations;
   -- Very conservative capital structure and strong cash
      generation.

Weaknesses:

   -- Uncertain economic and regulatory environment in
      Argentina;
   -- Capital-intensive business requires continuous
      reinvestment to sustain production levels;
   -- Concentration in Argentina;
   -- Low reserve replacement;
   -- Aggressive dividend policy.

Rationale

On Jan. 27, 2006, Standard & Poor's Rating Services revised the
outlook on its 'BB+' local currency rating for Argentina-based
integrated oil and gas producer YPF S.A. to negative from
positive following the company's announcement of a 22% downward
revision of its 2004 year-end consolidated proven reserves.  At
the same time, Standard & Poor's affirmed its 'BB+' local
currency corporate credit rating and its 'BB' foreign currency
rating on the company.  The outlook on the foreign currency
rating remains stable.

The outlook revision reflects the impact of the unexpected
downward revision of YPF's proven reserves by 509 million
barrels of oil equivalent on the business profile of the company
in a context of a poor reserve replacement performance in recent
years.  The revision coupled with YPF's inability to fully
replace production in the past several years and the sale of its
operations outside Argentina have resulted in a decline of
reserves of approximately 47% since year-end 2000.  The proven
reserve life for both natural gas and crude oil barely exceeds
six years, which is considered low and might create pressure for
additional capital expenditures to both sustain production and
find additional reserves.

The negative outlook incorporates our pessimistic view for the
hydrocarbon sector in Argentina, most notably the absence of
regulation that would foster additional investment; artificially
low hydrocarbon prices that do not mirror regional or
international prices; and uncertainties regarding future changes
to the institutional environment (including tax regimes and
concession award mechanisms) that would further affect both the
business and financial profiles of the company.

The affirmation of both the local and foreign currency corporate
ratings considers the following:

   -- The absence of accounting and short-term financial impacts
      of the downward revision;
   
   -- The very conservative capital structure evidenced by a
      very low use of financial debt -- YPF has had negative net
      debt for the past couple of years and is expected to be
      very modestly leveraged, if at all;

   -- Strong cash flows despite lower-than-international
      realization prices;

   -- Our expectation that the company will maintain its prudent
      financial policy; and
   
   -- Our understanding that its strategic importance to its
      parent is not heavily impaired by the new reserve
      situation.

The ratings on YPF reflect its still-high strategic importance
to its parent, Repsol-YPF S.A. (BBB+/Negative/A-2); Repsol's
economic incentive to strongly support its Argentine operation;
a conservative financial profile -- despite large dividend
payments in the past four years, as free cash-flows were
sustained at very healthy levels; and YPF's adequate business
position.  The ratings also reflect the challenges of operating
in the highly uncertain and rapidly changing Argentine economic
environment, some vulnerability to highly volatile international
prices, a geographically concentrated reserve base, and low
reserve replacement ratios.

The strong performance and relatively high importance of YPF's
operations for Repsol's consolidated operations are significant
incentives for Repsol's support.  This is because, as YPF has
been reducing its leverage to a more conservative level and
exhibiting a very smooth maturity profile, any eventual required
assistance should not be significant compared with YPF's equity
value for Repsol.  As a consequence, we consider the economic
incentives for Repsol to support its Argentine subsidiary to be
very strong, except in the case of total nationalization.  
Nevertheless, given the reduction in the reserve base, declining
liquid production levels, and impaired natural-gas field
performance given increasing production -- sold at very low
prices since 2002; the challenges of balancing the local
production decline with continuing to generate healthy free cash
flow might reduce the importance for the group and the eventual
support in the long term.

We consider the regulatory and institutional environment in
Argentina to be a major risk for YPF's business position.  The
hydrocarbon sector in Argentina is conditioned by political
decisions that might affect the sustainability of the industry's
profitability in the medium to long term. Since 2004, the
Kirchner Administration:

   -- Modified many regulations jeopardizing the credit quality
      of the companies;
    
   -- Curtailed natural gas exports to Chile;
   
   -- Proposed the creation of a new state-owned energy company  
      Enarsa that will operate in the hydrocarbon industry and
      increase uncertainties about the government's willingness
      to interfere in the sector;
   
   -- Pressured producers to invest in infrastructure projects,
      mostly pipelines; and

   -- Pressured producers and refiners not to increase the price
      of retail refined products.

YPF's revenue base, profitability, and cash-flow generation
ability are volatile, influenced by the strong weight of the
exploration and production division, which has contributed
between 74% and 99% of operating income in the past four years.  
Despite government intervention that prevented YPF from fully
benefiting from international crude oil prices, funds from
operations FFO covered 540% of total debt in the 12 months ended
Sept. 30, 2005, while EBITDA interest coverage reached a very
strong 26.7x for the same period.  Future performance will be
conditioned by the effect of international events on prices and
by the evolution of devaluation and inflation and new economic
measures in Argentina.  In the short to medium term, and despite
the volatile environment in Argentina, YPF's financial
performance, profitability measures, and cash flow generation
ability -- with expected free cash flow exceeding many times
total debt -- should remain strong due to its adequate operating
performance and very conservative financial profile in spite of
an aggressive dividend policy in the past four years.  Total
debt represented 6.0% of total capitalization as of Sept. 30,
2005.

Liquidity

We consider YPF's liquidity position to be strong due to its
important cash holdings and healthy cash-flow generation in the
short to medium term.  As of Sep. 2005, YPF's cash reserves
amounted to $235 million, with total debt at $500 million,
including $135 million in the short term.  Intercompany credits
granted to the Repsol-YPF group -- approximately $1 billion as
of September 2005 -- constitute an additional liquidity source.

Given that no acquisition is expected and considering the
company's strong cash-flow generation ability, we expect YPF's
capital expenditure needs to be covered by internally generated
funds and free operating cash flows to remain positive in the
medium term.  We expect increased capital expenditures in the
next years.

YPF showed an aggressive dividend policy in the past four years,
resulting in an average payout ratio close to 100%.  
Nevertheless, this cash outflow has not affected YPF's credit
quality, although these dividend payments might become
politically sensitive in the future.  We expect YPF's dividend
policy to reflect the Repsol Group's cash management policy but
not to increase the company's cash needs or jeopardize its
ability to fund capital expenditure requirements.

We expect YPF's liquidity situation to remain strong.  
Nevertheless, should foreign-exchange transfer controls be
reinstated -- as in the December 2001-May 2003 period, debt
payment capacity could be pressured.

Outlook

The stable outlook on the foreign currency ratings reflects our
expectations that Repsol has sufficient economic incentives to
support YPF, thereby mitigating direct sovereign risk,
particularly an increase in current transfer and convertibility
restrictions -- we currently see Argentine T&C risk as 'B+'
versus the sovereign foreign-currency rating of 'B-'.  The
negative outlook on the local currency ratings reflects our
perception of challenging field performance and reserve base
maintenance in the context of the uncertain Argentine business
environment.  The stabilization or lowering of the local
currency ratings depends on whether concerns about the upstream
business persist or are allayed during the next 18 months.


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


NEXUS DKR: Creditors to Prove Claims until February 24
------------------------------------------------------
Creditors of Nexus DKR Macro Fund Ltd. and Nexus DKR Macro
Holding Fund Ltd. are given until Feb. 24, 2006, to have their
claims verified by Mr. Robin J. Mayor, the liquidator of the
companies.  Creditors must submit their full names, addresses,
descriptions, the full particulars of their debts or claims, and
the names and addresses of their lawyers (if any).  The
liquidator may require the creditors to prove their claims
personally or through their lawyers at the time and place that
the liquidator will specify.  Failure to do so would mean
exclusion from receiving any distribution or payment that the
companies would make.

A final general meeting will be held at the offices of Messrs.
Conyers Dill & Pearman, Clarendon House, Church Street,
Hamilton, Bermuda on March 21, 2006, at 9:30 a.m. for the
purposes of:

   1) receiving an account laid before them showing the manner
      in which the winding-up of the companies has been
      conducted and its property disposed of and of hearing any
      explanation that may be given by the Liquidator;

   2) by resolution determining the manner in which the books,
      accounts and documents of the companies and of the
      Liquidator shall be disposed of; and

   3) by resolution dissolving the companies.

Nexus DKR Macro Fund Ltd. and Nexus DKR Macro Holding Fund Ltd.
entered voluntary wind up on Feb. 2, 2006.

Mr. Robin J. Mayor, the liquidator may be reached at:

         Messrs. Conyers Dill & Pearman
         Clarendon House, Church Street
         Hamilton, HM DX, Bermuda


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


CSN: Bear Stearns Recommends Underperform Status
------------------------------------------------
Business News Americas relates that in a report, U.S. investment
bank Bear Stearns (NYSE: BSC) has downgraded to underperform
from peer perform its recommendation for Brazilian integrated
steelmaker CSN (NYSE: SID).

Bear Stearns has set a US$26.00 target price for end-2006 on CSN
shares.

According to Bear Stearn's report, the downgrade reflects
increased domestic competition for CSN plus the company's high
level of exports, which decreases margins, and forecasts of
weaker fourth quarter 2005 results for the steelmaker.  Also,
the blast furnace accident in one of CSN's plants contributed to
the downgrade.

Bear Stearns sees Arcelor Brasil as an "increasingly tough
competitor" for CSN "given [Arcelor Brasil's] premium steel
quality and improved distribution for the flat steel business."
Arcelor Brasil is made up of Brazilian steelmakers Belgo-
Mineira, CST and Vega do Sul, Business News relates.

Companhia Siderurgica Nacional SA manufactures and distributes
hot rolled, cold rolled and galvanized steel products and tin
mill products.  CSN distributes primarily to customers in the
automobile, auto-parts, civil construction, tubes and pipes and
electrical equipment industries.  The Company markets its
products mainly in Latin America, North America, Europe and
Asia.

                        *    *    *

On Jan. 26, 2006, Standard and Poors' Rating Services assigned a
'BB' corporate credit rating on Brazilian flat carbon steelmaker
Companhia Siderurgica Nacional.

The 'BB' corporate credit rating on CSN reflects the company's
exposure to volatile demand and price cycles, increasing
competition in its home and predominant market of Brazil,
aggressive dividend policy and capital investment plan, and
sizable gross-debt position.  These risks are partly offset by
CSN's privileged cost position and sound operating profile,
favorable market position in Brazil, strong export capabilities
to offset occasional domestic demand sluggishness, and
increasing business diversification.

CSN is one of the lowest-cost steel producers in the world,
which is a result of its access to proprietary, high-quality
iron ore (at the Casa de Pedra mine); self-sufficiency in
energy; streamlined facilities; and logistics advantages.  This
is in addition to the group's strong market position in the
fairly concentrated steel industry in Brazil.


COMPANHIA ENERGETICA: Moody's Adds B3 Foreign Currency Rating
-------------------------------------------------------------
Moody's Investors Service has assigned a 'B3' foreign currency
rating to Companhia Energetica de Sao Paulo's -- CESP -- US$800
million Medium Term Notes Program, governed by UK law.  Notes
issued under the MTN Program will be issued as rule 144A
securities or outside the United States under Regulation S and
will constitute unsecured unsubordinated obligations of the
issuer.  Concurrently, Moody's affirmed CESP's 'B2' global local
currency corporate family rating.  The ratings' outlook is
stable.

The 'B3' foreign currency rating assigned to the company's
US$800 million unsubordinated unsecured Medium-Term Notes
Program reflects the 'B2' global local currency corporate family
rating of CESP and the structural subordination of the notes
issued under the MTN Program to the existing secured debt of
CESP, estimated at about 25% of the company's total adjusted
debt as of Sep. 30, 2005.  The 'B3' foreign currency rating of
the MTN Program is not constrained by Brazil's current 'Ba3'
sovereign ceiling.

Recently CESP was assigned a 'B2' global local currency
corporate family rating, which was based on Moody's rating
methodology for Government-Related Issuers.  CESP's global local
currency corporate family rating reflects its baseline rating
and incorporates Moody's view of the medium default dependence
between CESP and Sao Paulo in addition to Moody's expectation of
a medium level of support that would be provided by the state if
the company were to require an extraordinary bailout.

The baseline rating of CESP reflects Moody's view of the very
high fundamental credit risk of CESP, and consequently, of a
high likelihood that the company will require an extraordinary
bailout in the foreseeable future.  To a large extent, this is
based on the high refinancing risk deriving from its excessive
indebtedness when compared to cash flow generation.  The
baseline rating also incorporates the company's significant
devaluation and interest rate risks, the hydrology risk, and the
still existing uncertainties related to Brazil's regulatory
framework.  The baseline rating is, however, supported by the
company's position as Brazil's second largest power generator
and its strong operating margins.

Headquartered in Sao Paulo, Brazil, CESP is the country's second
largest power generator, majority owned by the State of Sao
Paulo.  CESP operates 6 hydroelectric plants with total capacity
of 7,456 MW and reported net revenues of BRL1,914 million --
approximately US$744 million -- in the last twelve months
through Sep. 30, 2005.


CVRD: Investing US$354 Million in Alunorte, Paragominas Dev't
-------------------------------------------------------------
Companhia Vale do Rio Doce aka CVRD, increases its installed
bauxite and alumina production and will invest $354 million on
the expansion of Alunorte and begin production at the
Paragominas mine.  

The construction of modules 4 and 5 of Alunorte in the northern
Brazilian state of Para, is programmed to start in 1Q 2006.  The
company plans to increase the plant's alumina installed capacity
by 1.9 M tonnes/y.  

For 2007, the company plans for the start of production at the
Paragominas bauxite mine, estimated at 5.4 M tonnes/y.  CVRD
also reports that investments in modules 6 and 7 at Alunorte
will total $846 M to 2008 and will add another 1.8 M tonnes to
annual production.

Headquartered in Rio de Janeiro, Brazil, Companhia Vale do Rio
Doce -- http://www.cvrd.com.br/-- engages primarily in mining  
and logistics businesses. It engages in iron ore mining, pellet
production, manganese ore mining, and ferroalloy production, as
well as in the production of nonferrous minerals, such as
kaolin, potash, copper, and gold.

                        *    *    *

On Jan. 5, 2006, Fitch Ratings assigned a long-term foreign
currency rating of 'BB' to Vale Overseas Limited's proposed
US$300 million issuance due 2016. Vale Overseas is a wholly
owned subsidiary of Companhia Vale do Rio Doce, a large
diversified mining company located in Brazil.  The notes are
unsecured obligations of Vale Overseas and are unconditionally
guaranteed by CVRD.  The obligation to guarantee the notes rank
pari passu with all of CVRD's other unsecured and unsubordinated
debt obligations.  Fitch expects the proceeds of this issuance
to be used for general corporate purposes and primarily to pay
down US$300 million of Vale Overseas' 9.0% guaranteed notes due
2013.

Fitch also maintains these ratings for CVRD and CVRD Finance
Ltd., a wholly owned subsidiary of CVRD:

  -- CVRD foreign currency rating: 'BB', Outlook Positive;
  -- CVRD local currency rating: 'BBB' Outlook Stable;
  -- CVRD national scale rating: 'AAA(bra)', Outlook Stable;
  -- CVRD Finance Ltd.: series 2000-1 and series 2000-3: 'BBB';
  -- CVRD Finance Ltd., series 2000-2 and series 2003-1: 'AAA'.


GERDAU: Paying US$36.4 Million in Dividends
-------------------------------------------
The shareholders of Gerdau's publicly traded companies in Brazil
will receive dividends from the fourth quarter of 2005 on March
2, based on the company's position on Feb. 17, 2006.  
Metalurgica Gerdau S.A. will distribute US$36.4 million (US$0.29
per share) and Gerdau S.A., US$79.5 million (US$0.18 per share).  
In 2005, total dividends for Metalurgica Gerdau added up to
US$155.6 million, and for Gerdau S.A., US$340.2 million.

The net profit for Metalurgica Gerdau S.A. was US$545.0 million
in 2005, or US$4.42 - US$0.34 per share. Gerdau S.A. had a net
profit of US$1.2 billion, or US$2.69 per share.

Metalurgica Gerdau S.A. shares were a highlight of the Sao Paulo
Stock Exchange in 2005.  The number of trades almost doubled in
relation to 2004 (+95.2%), reaching 123,361 trades.  The
financial volume traded had an increase of 45,8% to US$1.2
billion.  The average daily trading of preferred shares
increased 53.6% to US$4.4 million in 2005, as compared to US$2.8
million in 2004.  The performance of Gerdau S.A. shares at
Bovespa was also remarkable. The number of trades was 345,573
(+54.3%) for a volume of US$3.9 billion (+43.4%).  The average
daily trading of Gerdau S.A. shares in 2005 reached US$14.9
million, a 52.4% growth in relation to the US$9.8 million
average recorded in 2004.

Gerdau S.A. ADRs moved US$2.9 billion on the New York Stock
Exchange, up 127.1%, representing a daily average of US$11.6
million.  At the Madrid stock exchange Latibex EURO19.5 million
(US23,341,500) were traded, 214.5% more than in 2005.

In 2005, the trading volume of Gerdau Ameristeel shares --
company in charge of the Group's operations in North America --
was CAD$692.6 million (US$600,069,312.08), a growth of 38.4%.  
The average daily trading grew from CAD$2 million
(US$1,732,801.94) in 2004 to CAD$2.8 million (US$2,425,922.72)
in 2005.  At the NYSE the trading volume for Gerdau Ameristeel
shares was US$307.3 million in 2005, for a daily average of
US$1.2 million.

Gerdau Ameristeel net sales revenues in 2005 reached US$3.9
billion, a growth of 29.5%.  This was mainly due to the
consolidation of the units acquired in 2004.  Net profit was
US$295.5 in 2005.

Headquartered in Porto Alegre, Brazil, Gerdau S.A. --
http://www.gerdau.com.br-- produces and distributes crude  
steel and related long rolled products, drawn products, and long
specialty products.

Gerdau SA's $600 million 8-7/8% perpetual bond is rated Ba1 by
Moody's, BB+ by S&P, and BB- by Fitch.


GERDAU: Records US$10.9 Billion in Gross Revenues in 2005
---------------------------------------------------------
Gerdau Group saw a 23.5% increase in its gross revenues in
fiscal year 2005 as compared to 2004, resulting to US$10.9
billion.  

Globalization boosted the Gerdau Group's gross revenues in 2005.  
The consolidation of North Star Steel in the United States,
Diaco in Colombia, and Sipar in Argentina, together with an
increase in revenues from the domestic market translated into
gross revenues of US$10.9 billion.

"The consolidation of global operations underscores the
international focus of the Gerdau Group, which accounts for the
growth in gross revenues recorded in 2005.  We plan to continue
our international expansion strategy over the coming years,"
said senior vice president Frederico Gerdau Johannpeter.

In the Brazilian market, 3.5 million metric tons of steel
products were sold in 2005, the equivalent to US$4.3 billion in
gross revenues -- 22.9% more than last year.  Steel exports from
Brazil in 2005 reached 2.8 million metric tons and translated
into US$1.4 billion in revenues.

In North America, sales increased 18.7%, reaching 6.4 million
metric tons.  As a result, the revenues from North American
facilities reached US$4.6 billion, 30.0% more than in 2004.

In Argentina, Chile, Colombia and Uruguay, the sales volume
reached 802 thousand metric tons, a growth of 54.1% in relation
to 2004.  A 57.6% growth in revenues to US$617.6 million was
also recorded.

In 2005, the group's consolidated net profit was US$1.4 billion,
10.9 more than recorded in 2004.

Last year, the Gerdau Group produced 13.7 million metric tons of
steel.

Steel output in 2005 was 13.7 million metric tons, 1.7% higher
than in the previous year.  The units in North America produced
6.3 million metric tons -- up 9.1% in relation to 2004; in
Chile, Colombia and Uruguay production reached 534 thousand
metric tons, a growth of 24.7%. In Brazil, 6.9 million metric
tons of steel were produced in 2005.

The total volume of rolled products increased 5.2% to 10.8
million metric tons.  In North American 6.1 million metric tons
of steel were produced, up 12.9%.  The units in Argentina,
Chile, Colombia and Uruguay recorded a growth of 32.2%, reaching
640 million metric tons.  The output of rolled products in
Brazil was 4 million metric tons, 7.5% less than in 2004.

        More than US$850 million invested in 2005

Expansion and technological upgrade projects received US$731.6
million.  The largest portion of resources was allocated for the
Brazilian operations (US$568.8 million).  The highlights include
the construction of the Gerdau Sao Paulo unit, in Aracariguama,
and the expansion of installed capacity in the Ouro Branco,
Minas Gerais, unit.  In North America, investments reached
US$135.9 million, with the main focus being the modernization of
the facilities in the United States.  The Gerdau Group also
completed the process of acquiring control of the Diaco group
and increased its equity investment in Sipar.  For that,
US$126.4 million were invested in 2005.

Headquartered in Porto Alegre, Brazil, Gerdau S.A. --
http://www.gerdau.com.br-- produces and distributes crude  
steel and related long rolled products, drawn products, and long
specialty products.

Gerdau SA's $600 million 8-7/8% perpetual bond is rated Ba1 by
Moody's, BB+ by S&P, and BB- by Fitch.


HSBC BRASIL: S&P Affirms Low B Currency Ratings
-----------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-/Positive/B'
foreign currency and 'BB/Stable/B' local currency counterparty
credit ratings on HSBC Bank Brasil S.A.

"The local-currency rating assigned to HSBC Bank Brasil S.A.
(HSBC Brasil) reflects the bank's focus on the consumer finance
(after the Losango acquisition) and middle-market segments, and
consequent higher exposure to credit risk; the challenge to
boost its profitability in a very competitive environment, and
the inherent risk of operating in the volatile Brazilian
economy," said Standard & Poor's credit analyst Beatriz Degani.

These risk factors are partially tempered by the benefit of
being fully owned by HSBC Holdings PLC (HSBC; A+/Positive/A-1),
HSBC Brasil's established market position in the consumer
finance segment, higher earning potential as a result of change
in credit mix toward retail, and good liquidity to face
unexpected
losses or volatility.

HSBC Brasil is the sixth-largest private bank operating in
Brazil by total assets as of September 2005. With a network of
932 branches, the bank has a market share of 4.5% in total
deposits and 3.1% of total assets and loans.  Its business is
focused on retail (consumer finance) in the domestic market-in
line with HSBC Holdings' main strategy, while at the same time
providing a full range of traditional wholesale banking
products.

HSBC Brasil benefits from belonging to one of the largest
banking groups in the world, and the ratings incorporate the
implicit support from HSBC, although we do not expect such
support in times of systemic risk.  HSBC's strategy in Brazil is
aligned to the global strategy of its parent, which targets to
grow and diversify operations while consolidating its global
presence.  As opposed to some foreign players, even in times of
turbulence, HSBC has sustained a strong rhythm of growth for its
domestic operations.  The Brazilian operation is also aligned to
the global operation in terms of risk management, liquidity, and
risk culture.

The positive outlook on the foreign currency rating reflects
that on the sovereign credit rating on Brazil.  The stable
outlook on the local currency rating balances the benefits of
implicit parental support and our expectation that the bank will
be able to maintain its credit quality ratios under control
while preserving profitability levels despite fierce
competition.

At its current level, the foreign currency credit rating on HSBC
Brasil should move in tandem with the foreign currency credit
rating on the sovereign.  The local currency credit rating would
automatically follow negative changes in the sovereign credit
rating, though unlikely in the short-term; however, a positive
outlook or raising of the local currency rating will depend on
the bank's ability to benefit from its retail strategy
with adequate credit risk to improve its profitability level.  
It also considers the perceived improvements in the economic and
industry risks for the banking sector.


VIACA ITAPEMIRIM: Fitch Affirms, Withdraws Junk Rating on Notes
---------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the
'CCC' rating assigned to Viacao Itapemirim S.A.'s 12% senior
secured notes and removed the rating from Rating Watch Negative.  
Fitch has withdrawn the rating consistent with its policies and
will no longer provide ratings or analytical coverage of this
issue.

The notes totaling US$25.3 million (approximately BRL60 million)
were issued in February and April 2004 and were paid on time and
in full on Feb. 10, 2006.

VISA is the leading provider of interstate passenger bus
transportation services in Brazil.  The company operates a fleet
of about 1,265 buses in 21 of Brazil's 26 states and serves more
than 2,000 cities. VISA benefits from its position as one of the
leaders in interstate passenger bus transportation in Brazil.  
The industry enjoys high barriers to entry, price competitive
advantages in relation to alternative passenger transportation
means, and satisfactory regulated tariff revisions.  VISA's
revenues are a function of the number of buses operating,
passenger volume, occupancy rates, and ticket prices.  The
company's top 10 operating routes accounted for 31% of its gross
revenues in 2004, while its top three operating routes (Sao
Paulo to Rio de Janeiro; Sao Paulo to Curitiba; and Sao Paulo to
Fortaleza) accounted for 14% of its gross revenues in 2004.

VISA is part of the Itapemirim Group, which consists of 17
family-owned companies operating a broad spectrum of businesses
(e.g. cargo, tourism, granite mining, and hotel and food
services) with more than 14,000 employees.  The group's primary
activity is interstate passenger bus service.  Three of the
group's companies (VISA, Penha, and Viacao Kaiowa) form a
consolidated fleet of 1,900 buses that transport approximately
5.0 million passengers annually.


===========================
C A Y M A N   I S L A N D S
===========================


ALPHAMIX FUND: Holds Shareholders Final Meeting on February 27
--------------------------------------------------------------
The final meeting of shareholders of Alphamix Fund Limited and
Alphamix Master Fund Limited will be on Feb. 27, 2006.  During
the meeting, an explanation on the wind up process will be
presented by the liquidator.  The shareholders will also
authorize the liquidator to retain the records of the company
for three years, after the dissolution of the company.  

The final meeting will be held at Finaltis, 30 rue d'Astorg,
75008 Paris, France, at 10:00 a.m.

Any person who is entitled to attend and vote at this meeting
may appoint a proxy to attend and vote in his stead.  A proxy
need not be a member or creditor.

As reported by Troubled Company Reporter on Feb. 7, 2006,
Alphamix Fund Limited entered voluntary wind up on Dec. 22,
2005.

The Troubled Company Reporter also reported on Feb. 8, 2006,
that Alphamix Master Fund Limited entered voluntary liquidation
on Dec. 22, 2005.

The authentication of the claims of creditors against the two
companies will end on Feb. 24, 2006.  

Ms. Muriel Bonnet, the voluntary liquidator, can be reached at:

         Finaltis, 30 rue d'Astorg
         75008 Paris, France


ANGELHAIR INVESTMENTS: Reporting Wind Up Updates on Feb. 24
-----------------------------------------------------------
The wind up process of Angelhair Investments Limited will be
reported on Feb. 24, 2006, during the extraordinary final
general meeting of the company.

The meeting will be held at the offices of Cititrust (Cayman)
Limited, CIBC Financial Centre, George Town, Grand Cayman.

As reported by Troubled Company Reporter on Feb. 3, 2006,
Angelhair Investments Limited started liquidating its assets on
Jan. 12, 2006.  Creditors have until Feb. 24, 2006, to have
their claims verified by the liquidator.

Buchanan Limited, the voluntary liquidator, can be reached at:

         P.O. Box 1170
         George Town, Grand Cayman


ATLANTICO FINANCE: Liquidator Accounting Wind Up Process Feb. 27
----------------------------------------------------------------
Atlantico Finance's liquidator, Q&H Nominees Ltd., will present
an account on the manner of the company's liquidation during a
final meeting of the company's shareholders on Feb. 27, 2006.  
The liquidator will also mention the property the company
disposed.  The shareholders will also decide the manner in which
the books, accounts and documentation of the company and of the
liquidator would be maintained and subsequently disposed.

The final meeting will be held at the offices of Q&H Nominees
Ltd., Third Floor, Harbour Centre, P.O. Box 1348 GT, Grand
Cayman, Cayman Islands at 11:00 a.m.  Anyone unable to attend
may appoint a proxy by completing, signing and returning the
form of proxy before the start of the meeting.  A proxy need not
be a member or creditor of the company.

As reported by Troubled Company Reporter on Feb. 2, 2006,
Atlantico Finance entered voluntary wind up on Dec. 29, 2006.  

Creditors of the company were given until Feb. 24, 2006, to
present their claims to the liquidator.

Q&H Nominees Ltd., the voluntary liquidator, can be reached at:

         Third Floor, Harbour Centre
         P.O. Box 1348 GT
         Grand Cayman, Cayman Islands


BALBOA HOLDING: Liquidation Process to be Reported on Feb. 24
-------------------------------------------------------------
The accounts on the liquidation of Balboa Holding (Cayman) Ltd.
will be presented in a final meeting of shareholders on Feb. 24,
2006.  The shareholders will also authorize the liquidator to
retain the books and records of the company and of the
liquidators for a period of five years from the dissolution of
the company.

The meeting will be held at 10 50 Connecticut Avenue, NW,
Washington, DC 20036, on Feb. 24, 2006, at 10:00 a.m.  Any
person who is entitled to attend and vote at this meeting may
appoint a proxy to attend and vote in his stead.  A proxy need
not be a member or a creditor of the company.  

Mr. Stephen M. Case, the voluntary liquidator, can be reached
at:

         P.O. Box 265GT
         George Town, Grand Cayman
         Cayman Islands

         Nick Robinson
         Telephone: 345 914 4216
         Facsimile: 345 814 8216


BLUE ANCHOR: Holding Shareholders Final General Meeting Feb. 24
---------------------------------------------------------------
The final general meeting of Blue Anchor Holdings Corp.'s
shareholders will be on Feb. 24, 2006 at the offices of
Cititrust (Cayman) Limited, CIBC Financial Centre, George Town,
Grand Cayman.  The liquidator of the company will be presenting
to the members a report on the company's liquidation process
during the meeting.

As reported by Troubled Company Reporter on Feb. 3, 2006,
Buchanan Limited, the liquidator appointed for the Blue Anchor
Holdings Corp. voluntary liquidation, will stop accepting and
verifying proofs of claims from the company's creditors on Feb.
24, 2006.  

Blue Anchor Holdings Corp. started its wind up process on Jan.
12, 2006.

Buchanan Limited, the voluntary liquidator, can be reached at:

         P.O. Box 1170
         George Town, Grand Cayman


CAYMAN PARTNERS: Schedules Shareholders Final Meeting on Feb. 27
----------------------------------------------------------------
The final meeting of Cayman Partners Ltd.'s shareholders has
been scheduled on Feb. 27, 2006.  The shareholders will hear an
account on the manner of wind up from the liquidator of the
company.  It will also be decided during the meeting the manner
in which the books, accounts and documentation of the company
and of the liquidator would be maintained and subsequently
disposed.

The meeting will be held at the offices of Q&H Nominees Ltd.,
Third Floor, Harbour Centre, P.O. Box 1348 GT, Grand Cayman,
Cayman Islands, at 11:45 a.m.

Those who would not be able to attend may appoint a proxy by
completing, signing and returning the Form of Proxy before the
start of the meeting.  A proxy need not be a member or creditor
of the company.

As reported by Troubled Company Reporter on Feb. 6, 2006, Cayman
Partners Ltd. started winding up operations on Jan. 4, 2006.

The verification of claims of creditors is set to end on Feb.
24, 2006.  

Q&H Nominees Ltd., voluntary liquidator, can be reached at:

         Third Floor, Harbour Centre
         P.O. Box 1348 GT, Grand Cayman
         Cayman Islands


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


BANCAFE: Fogafin Brings In Rothschild to Decide Bank's Fate
-----------------------------------------------------------
Fogafin, Colombia's deposit insurance fund, has hired U.K.
investment bank Rothschild to decide the fate of government
state bank Bancafe, according to a report from local daily
Portafolio.

Rothschild is expected to submit a report in May.

Bancafe, along with Granahorrar, was intervened by the
government during the financial crisis in the late 90s to save
it from bankruptcy.

Bancafe is Colombia's largest state-run bank and the third
largest financial institution in the local banking industry with
a branch network of 240 offices.

Rothschild -- http://www.rothschild.com/home/-- has over 20  
experienced investment bankers in Latin America.  The company's
corporate offices in Brazil is located at:

         Avenue Brig. Faria Lima
         Sao Paulo, Brazil 01451-000
         Tel: 11-3039-5828  


===================================
D O M I N I C A N   R E P U B L I C
===================================


AES DOMINICANA: Denies Benefiting Millions from Ede-Este Pact
-------------------------------------------------------------
Power distribution company AES Dominicana Energia Finance S.A.
denied rumors that it is obtaining million-dollar profits from
Ede-Este's contractual relationship with Dominican Power
Partners and AES Andres, and asked that other interests be
separated from the country's energy problems, according to a
report in Listin Diario.

The company reminds the public that DPP's contract passed from
the Dominican State-Owned Electric Company Corporation to Ede-
Este upon request of the previous government administration and
sought to reduce operational costs at a time when the generators
worked with diesel (Fuel Oil 2), a costlier fuel, and were later
changed to natural gas with a multi-million investment by AES.

AES said that the contract has an indexing formula that varies
according to the price of natural gas on the international
market and this has caused an increase in the price of energy.  
However, the current contract with DPP only passes 58% of the
natural gas price increase to Ede-Este.  Information provided by
the company indicates that it is the price of petroleum and
natural gas, as well as the foreign exchange rate that is having
a direct effect on the price of energy.  AES also points out
that Ede-Este is not a subsidiary of AES as stated by Radhames
Segura but rather a company that is under the administration of
AES Dominicana.  It states that AES is a company with a solid
international reputation, which enforces investment rules in its
host countries, as in the case in the Dominican Republic, where
it has investments, the DR1 Daily News relates.

                        *    *    *

As previously reported on Dec. 2, 2005, Standard & Poor's
Ratings Services assigned its 'B-' rating to AES Dominicana
Energia Finance S.A.'s $160 million senior notes due 2015.  S&P
said the outlook is stable.
     
AES Dominicana is a special purpose financing entity that will
issue the bonds and on-lend the funds to its parent AES Andres
B.V.:

     * to repay with AES Andres' loan facility, for working
       capital, and

     * to return a $26 million security deposit to Dominican
       Power Partners, which in turn will repay its loan
       facility.

AES Dominicana manages two of The AES Corp.'s (B+/Positive/--)
wholly owned generating facilities, Andres and DPP.
      
"The stable outlook reflects that of the Dominican Republic and
AES Dominicana's improved prospects given improved conditions in
the Dominican electric sector," said Standard & Poor's credit
analyst Scott Taylor.
     
The rating is capped by and highly dependent on the rating of
the Dominican Republic.

Incorporated in the Netherlands, Andres owns a 304 MW gas-fired
combined-cycle plant located outside of Santo Domingo.  The
facility also includes an liquefied natural gas regasification
terminal.
     
DPP is incorporated under the laws of the Cayman Islands, and it
owns two open cycle gas turbines of 118 MW each, Los Mina V and
Los Mina VI.


FALCONBRIDGE: Renews Collective Bargaining Agreements
-----------------------------------------------------
In a regulatory filing with the U.S. Securities Exchange
Commission, Falconbridge Limited disclosed that it renewed
collective bargaining agreements with its unions.  

The company was able to negotiate and ratify a CBA with the Kidd
Creek Metallurgical division, following a one-month labour
disruption at the plant in October 2005.  Union members signed a
new three-year agreement, which expires September 30, 2008.

At the Falcondo ferronickel operation in the Dominican Republic,
employees continued to operate the plant following the November
30, 2005 expiry of the previous collective agreement.  In
January 2006, the union and the company agreed to the assistance
of a government appointed mediator.  The company remains
committed to reaching an agreement satisfactory to both the
union and the company.

In the first quarter of 2006, the following collective
agreements are up for renewal:

      * Brunswick Mine (Bathurst) -- February 28;
      * Brunswick Smelter (Bathurst) -- February 28;
      * Horne Smelter (Rouyn) -- March 1; and
      * Bulk Handling Operation (Bathurst) -- March 31.

Headquartered in Toronto, Ontario, Falconbridge Limited --
http://www.falconbridge.com/-- produces
nickel products.  It owns nickel mines in Canada and the
Dominican Republic; it operates a refinery and sulfuric acid
(used in refining) plant in Norway.  It is also a major producer
of copper (38% of sales) through its Kidd mine in Canada and its
stake in Chile's Collahuasi mine and Lomas Bayas mine.  Its
other products include cobalt, platinum group metals, and zinc.

                        *    *    *

Falconbridge's CDN$150 million 5% convertible and callable bond
due April 30, 2007, carries Standard & Poor's BB+ rating.


=====================
E L   S A L V A D O R
=====================


BANCO SALVADORENO: Fitch Upgrades Support Rating to '3'
-------------------------------------------------------
Fitch Ratings has upgraded Banco Salvadoreno's support rating to
'3' from '5' and removed the rating watch positive.  This
follows the completion of Panamanian Grupo Banistmo's
acquisition of a majority stake in Inversiones Financieras
Bancosal, S.A., Salvadoreno's holding company.  All other
ratings assigned to Salvadoreno, as well as those of Primer
Banco del Istmo, were affirmed.

In October 2005, Salvadoreno's '5' support rating was placed on
rating watch positive after the announcement that Banistmo had
reached an agreement with the controlling shareholders of IFB to
acquire an equity stake of 51% to 60% in IFB.  A tender offer
was announced in November 2005, which was closed on Feb. 4,
2006.  Grupo Banistmo acquired 53.6% of IFB's shares for US$131
million.  Given the strategic importance of Salvadoreno to
Banistmo's regional franchise, Fitch believes there is a
moderate probability that Grupo Banistmo would support
Salvadoreno, if it were required, taking into account Banistmo's
financial capacity -- rated 'BB+' by Fitch.

Fitch expects that the acquisition will result in some weakening
of Grupo Banistmo's consolidated financial indicators, at least
in the short term.  In the medium term, however, the group
expects that the merger will not affect its current financial
targets for asset quality and profitability -- previous
acquisitions in Costa Rica and Honduras have been successfully
accomplished.  Moreover, capital ratios after the acquisition
are expected to be in line with its recently achieved target of
15%. As a result, Banitmo's ratings were affirmed.

Salvadoreno, El Salvador's third largest bank by assets with a
market share of 16% at September 2005, has been historically
focused on the local corporate market, yet has begun to expand
into the consumer and middle market segments over the past few
years.  Salvadoreno accounts for over 97% of IFB's consolidated
assets, with the remainder comprised of an insurance company,
Internacional de Seguros, as well as a factoring company,
Factoraje Salvadoreno.  At September 2005, IFB's consolidated
assets amounted to US$1.77 billion.

Banistmo operates as a universal bank in Panama and its main
foreign markets.  Banistmo's regional franchise currently
includes Corporacion Banex in Costa Rica, Banco Grupo el Ahorro
Hondureno and Compania de Seguros El Ahorro Hondureno in
Honduras, Banistmo Colombia, and Banistmo Nicaragua.  At
September 2005, Banistmo reported consolidated assets and equity
of US$6.6 billion and US$661 million, respectively, and was the
largest financial conglomerate in Central America in terms of
assets.

Fitch takes action on the following ratings:

Banco Salvadoreno

   -- long-term rating affirmed at 'BB';
   -- short-term rating affirmed at 'B';
   -- individual affirmed at 'D';
   -- support upgraded to '3' from '5' -- removed from rating
      watch positive.

The outlook is stable.

Primer Banco del Istmo

   -- long-term rating affirmed at 'BB+';
   -- short-term rating affirmed at 'B';
   -- individual affirmed at 'C/D';
   -- support affirmed at '5'.
   The rating outlook is stable.


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


* JAMAICA: Government Unable to Meet Judgment Awards
----------------------------------------------------
The Jamaican Government, the Jamaica Gleaner relates, has yet to
pay out US$103 million in damages awarded to members of the
public against agents of the state such as the police or health
officials.

According to Carol Palmer, Permanent Secretary in the Justice
Ministry, the government has managed to pay $166 million in
damages for the period 2002-2004.   However, Ms. Palmer added
that lack of funds is causing the government to delay payments.  

"We have significantly cleared all of that (judgement debts) and
we have 2005 judgements and then the current judgements that are
coming in," Ms. Palmer told reporters in a conference.

"What has happened is that the debt has gone back up with the
new judgements and awards. So, in fact, it is like we have done
nothing really," Ms. Palmer said.


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


BALLY TOTAL: Modifies Employment Agreement with John H. Wildman
---------------------------------------------------------------
Bally Total Fitness modified on Feb. 7, 2006, its employment
agreement with John H. Wildman to provide for his continued
employment as Bally Total Fitness Holding Corporation's Senior
Vice President and Chief Operating Officer.
     
The agreement provides for employment with Bally until Dec. 31,
2008, unless the agreement is earlier terminated in accordance
with its terms.  The term of the agreement will be automatically
extended each year for an additional 12 months on the
anniversary of the termination date unless either party provides
notice of intent not to renew at least 90 days prior to the
then-current termination date.
     
The agreement sets forth the terms of the executive's employment
with Bally while he remains in his current position.  The terms
include:

The executive will receive an annual base salary of $375,000 and
an annual incentive payment of up to 50% of the executive's base
salary based on performance criteria established by Bally's
board of directors.  

The executive will also be eligible to participate in Bally's
employee benefit plans, any other equity-based compensation plan
offered by Bally, and certain other executive perquisites
programs.

Upon the executive's termination of employment for any reason,
the executive will be prohibited from:

  -- engaging in any activity that is competitive with or
     adverse to Bally for a period of 12 months

  -- soliciting any of Bally's clients or employees or
     disparaging Bally for a period of 24 months

  -- disclosing any of Bally's confidential information.
     
Upon the executive's termination by Bally without cause, the
executive will generally be entitled to receive a lump-sum
payment equal to:

  -- the greater of

       -- all amounts of base salary that would otherwise be
          payable for the remainder of the then-current term of
          employment and that remain unpaid, or

       -- 1.5 times the Executive's then-current annual base
          salary, plus

  -- if such termination occurs prior to the payment of the  
     executive's annual bonus payable with respect to the
     immediately preceding calendar year, the full amount of the
     executive's annual bonus for such year, plus

  -- 1.5 times the executive's target annual bonus for the then-
     current calendar year, plus

  -- compensation for any unused earned vacation days.  Upon the
     termination, the executive would also be entitled to
     immediate vesting of all awards previously granted to him       
     pursuant to the company's 1996 long-term incentive plan,
     subject to the conditions set forth in the plan, and the
     executive's medical benefits would extend for an 18-month
     period.
     
If Bally terminates the executive's employment without cause
within two years of a change in control -- as defined in the
Agreement -- of Bally or the executive terminates his employment
with Bally for good reason, the executive will generally be
entitled to receive a lump-sum payment equal to:

   -- About 200% of the sum of

        -- the executive's highest annual base salary rate then
           in effect, and
  
        -- the executive's target annual bonus for the year,
           plus

   -- if such termination occurs prior to the payment of the
      executive's annual bonus payable with respect to the
      immediately preceding calendar year, the full amount of
      the executive's annual bonus for such year, plus

   -- compensation for any unused earned vacation days.  Upon
      such termination, the executive would also be entitled to
      the same vesting of awards and extension of medical
      benefits to be described.

Within 120 days after the date that Paul A. Toback is no longer
the Chief Executive Officer of the company, the executive may
terminate his employment and will be entitled to receive an
immediate lump sum payment equal to no less than 60% of the sum
of his:

    -- then-current annual base salary, and

    -- target annual bonus for the then-current calendar year
       and may, upon approval by the board, receive payment
       greater than 60% of the above-mentioned base salary and
       target annual bonus amounts, provided that such payment
       will be contingent upon the executive's giving the board
       at least 60 days' advance written notice of his
       resignation date.
     
If the Executive's employment with Bally terminates on the
expiration date of the agreement, other than for cause, the
executive will be entitled to receive an immediate lump-sum
payment equal to:

    -- one times the Executive's then-current annual base
       salary, plus

    -- if such termination occurs prior to the payment of the
       executive's annual bonus payable with respect to the
       calendar year in which such expiration date occurs, the
       full amount of the executive's annual bonus for that
       year, plus

    -- one times the executive's target annual bonus for such
       calendar year, plus

    -- compensation for any unused earned vacation days.  Upon
       such termination, the executive's medical benefits would
       extend for the 18-month period.
     
The executive would also be entitled to certain benefits upon
death or long-term disability.
     
If the executive's employment is terminated by the company for
cause or if the executive terminates voluntarily without good
reason, the executive would not be entitled to any of the
benefits upon termination.
     
The executive is entitled to certain tax adjustment payments in
the event he is subject to any excise taxes under Internal
Revenue Code Sections 280G or 4999 following a change in control
of Bally.  The executive is also entitled to tax adjustment
payments with respect to compensation recognized by the
executive upon vesting of shares of restricted stock.  The tax
adjustment payment shall equal the amount of income taxes
payable only with respect to the first $12 following a change of
control and $6 for all other vesting of compensation recognized
by the executive for each such share of stock, plus the income
taxes attributable to such adjustment.
     
On Feb. 10, 2006, the company issued a press release announcing
the resignation of Mr. Adam Metz as a Class II Director.  Mr.
Metz's resignation was not due to any disagreement with the
company.

On the same date, the company issued a press release announcing
the reappointment of Eric Langshur to its Board as a Class II
Director.  Mr. Langshur will continue to serve as Chairman of
the company's Audit Committee.

IVS Associates, Inc. certified on Feb. 7, 2006, the vote of the
Annual Meeting of Stockholders held Jan. 26, 2006, and confirmed
that Charles J. Burdick, Barry R. Elson and Don R. Kornstein
were elected as directors of the company.

In addition, IVS Associates, Inc., certified that the proposal
to adopt the 2006 Omnibus Equity Compensation Plan was defeated,
that the proposal to ratify the appointment of KPMG LLP as
independent auditor was approved, that the stockholder proposal
of Pardus Capital Management LLC regarding bylaw amendments was
approved, and that the stockholder proposals of Liberation
Investments L.P. did not receive the required approval of 75% of
the outstanding common shares of the company.
     
On Feb. 10, 2006, the company announced:

   -- the certification of the vote by IVS Associates, Inc., and

   -- that Don R. Kornstein and Barry R. Elson will join John W.
      Rogers, Jr., Barry Deutsch and Steven Rogers on the
      Strategic Alternatives Committee of the board of
      directors, which will be co-chaired by Messrs. Kornstein
      and John Rogers
   
   -- that Adam S. Metz had resigned from the board of
      directors,

   -- that Eric Langshur had been re-appointed to the board of
      directors, and

   -- that the company and Pardus Capital Management LLC and
      Liberation Investments L.P. had agreed to dismiss all         
      pending litigation.

Bally Total Fitness is the largest and only US commercial
operator of fitness centers, with approximately four million
members and 440 facilities located in 29 states, Mexico, Canada,
Korea, China and the Caribbean under the Bally Total Fitness(R),
Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R),
Bally Sports Clubs(R) and Sports Clubs of Canada(R) brands.  
With an estimated 150 million annual visits to its clubs, Bally
offers a unique platform for distribution of a wide range of
products and services targeted to active, fitness-conscious
adult consumers.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 6, 2005,
Standard & Poor's Ratings Services revised its CreditWatch
implications on Bally Total Fitness Holding Corp. to developing
from negative.  The corporate credit rating remains at 'CCC'.

Bally's ratings were originally placed on CreditWatch on
Aug. 8, 2005, following the commencement of a 10-day period
after which an event of default would have occurred under the
Company's $275 million secured credit agreement's cross-default
provision and the debt would have become immediately due and
payable.  Subsequently, Bally entered into an agreement with
lenders to extend the 10-day period until Aug. 31, 2005.  Prior
to Aug. 31, the company received consent from its bondholders
extending its waiver of default to Nov. 30, 2005.


CFE: Aims to Save US$5 Million Annually Buying Gas from Altamira
----------------------------------------------------------------
CFE aka Comision Federal de Electricidad will save US$5 million
a year by buying gas from Anglo-Dutch oil firm Shell's Altamira
liquefied natural gas regasification terminal rather than from
state oil firm Pemex, local press quoted CFE finance investment
projects director Eugenio Laris as saying.

The CFE will pay Shell (NYSE: RDS-B) the Henry Hub LNG index
price plus US$0.36 per million British Thermal Units for the
gas, Business News Americas relates.

In 2005, the average Henry Hub LNG index price was US$8.61/MBTU.

Shell will start to supply LNG to the Altamira terminal in
Tamaulipas state from September 30, 2006, a Shell spokesperson
told Business News.

CFE signed a 15-year LNG supply contract with Shell to be the
sole offtaker from Altamira in October 2003, allowing CFE to
supply 500 million cubic feet a day of gas to its Altamira,
Tuxpan and Tamazunchale power plants on the Gulf of Mexico
coast, Business News states.

                        *    *    *

CFE is a state-owned integrated power company that dominates
generation, transmission and distribution in Mexico.  It has
20.6 million clients, 39,182km of transmission infrastructure,
156,647MVA transformation capacity and 163 generation plants
that at end-March 2003 had 40,350MW combined capacity.  Seventy
five per cent of sales are direct to the client, 24.5% are to
Mexico City distributor Luz y Fuerza del Centro and the
remaining 0.5% are exports.  The industrial sector accounts for
61% of direct sales, followed by residential (23%), commercial
(7%), agriculture (5%) and services (4%).

The company suffered increasing losses for 2003 and 2004.  CFE
incurred MXN6.2 billion loss in 2003, and MXN119 billion loss in
2004.


DESARROLLADORA HOMEX: Inks Home Furnishing Pact With IMEVI
----------------------------------------------------------
Desarrolladora Homex, S.A. de C.V. (NYSE: HXM) (BMV: HOMEX),
having identified the need among its clients to acquire
furniture and major appliances for their new homes, announced
that it signed an agreement with the Instituto Mexicano para el
Equipamiento de la Vivienda, an organization representing local
home furnishings and appliance makers.

Under the agreement, Homex will be able to offer its clients an
innovative financial option at the time of purchase to have
their home delivered already furnished.  The agreement permits
Homex's clients to fully furnish their home with high-quality
furniture and appliances at factory prices and attractive
payment terms.  Financing will be supplied exclusively by Fondo
de Fomento y Garantia para el Consumo de los Trabajadores, a
state-owned entity created to facilitate access to consumer
financing for low- to middle-income consumers.

The Company's clients will benefit when purchasing their
furniture with one of the lowest interest rates, and payment
options starting at US$25.00 per month.

Homex and IMEVI both benefit from the agreement, with Homex not
only offering an integrated solution to its clients that
includes furniture purchases, but also reaffirming its strong
commitment to developing "Successful Communities."  At the same
time, IMEVI supports hundreds of small and mid-sized furniture
companies across the entire country.

Leon Halkin Bider, the Chairman of Mexico's Confederacion de
Camaras Industriales, an organization representing all industry
trade groups, commented, "The success of the housing industry
over the last 5 years is undeniable and has made it possible to
offer additional benefits to all Mexican families, like better
prices for quality home furnishings and appliances and financial
options that match each client's circumstances."

Eustaquio de Nicolas, Chairman of the Board at Homex, commented,
"Signing agreements of this type advances our mission to build
Successful Communities across all of Mexico, where millions of
families can benefit from having choices and solutions
integrated into the process."

Emilio Guerra, CEO of IMEVI, pointed out that this agreement is
the result of tremendous teamwork between public and private
institutions, the furniture and durable goods manufacturers,
distributors, along with financial institutions all of whom have
as their top priority the Mexican family.

Headquartered in Sinaloa, Mexico, Desarrolladora Homex, S.A. de
C.V. -- http://www.homex.com.mx-- is a vertically integrated  
homebuilder focused on the affordable and middle-income housing
segments.  Homex is one of the largest homebuilders in Mexico,
with operations in 25 cities in 17 states across the country.  
During 2004, Homex sold 21,053 houses and reported revenues of
US$476 million.

                        *    *    *

As previously reported on Sep. 19, 2005, Standard & Poor's
Ratings Services assigned its 'BB-' corporate credit rating to
Desarrolladora Homex S.A. de C.V. (Homex).  At the same time,
Standard & Poor's assigned its 'BB-' rating to Homex's $200
million notes due 2015.  S&P said the outlook was stable.

Proceeds of the proposed bond will be used to repay indebtedness
of about $165 million and the remainder for working capital
purposes.

"The ratings assigned to Homex and its proposed issue are
constrained by the company's aggressive growth plans, our
expectation that the aforementioned plans could demand
additional indebtedness, and high working capital requirements
that have not allowed free operating cash flow generation up to
now," said Standard & Poor's credit analyst Raul Marquez.
"Homex's ratings also reflect the concentration of mortgage
origination in the public housing agencies and increased
competition, which are inherent risk factors to the Mexican
homebuilding industry."

Positive factors supporting the rating include Homex's position
as one of the leading homebuilders in Mexico, an improved
geographical diversification, a manageable maturity schedule
following the refinancing, and the favorable trend in Homex's
financial performance over the past couple of years. The rating
assigned to the proposed notes also considers the guarantee of
its restricted subsidiaries avoiding structural subordination
between parent-subsidiary creditors. Furthermore, with the
payment of all guaranteed debt the company is eliminating
subordination between unsecured and secured debt. However future
issuance of secured debt could lead to structural subordination.


GRUPO MEXICO: Will Spin Off Transportation Unit through IPO
-----------------------------------------------------------
Grupo Mexico SA de CV intends to spin off its railroad unit,
ITF, in an initial public offering sometime in March, Business
News Americas reports.  The company is also looking at taking
advantage of a little-used share repurchase fund to buy back
shares this year.  It has used just US$25 million of the US$200
million full program.

According to Business News, the share buy-back and and the IPO
of ITF would help boost the stock price of Grupo Mexico, which
company executives see as being relatively low at present.

ITF's offering is part of a purchase contract that Grupo Mexico
signed with Grupo Carso and Sinca Inbursa.  Under that contract,
Grupo Mexico's subsidiary, Ferromex, will be merged with
Ferrosur SA de CV, a unit of Grupo Carso.

As previously reported, Carlos Slim, Grupo Carso and Sinca
Inbursa's owner, gave Grupo Mexico 100% ownership of Ferrosur in
exchange for a 25% stake in ITF.

Acquisition of the Ferrosur will allow Grupo Mexico to better
fight competition from Kansas City Southern, owner of a 6,000-
mile rail network linking the U.S. and Mexico.

Grupo Mexico SA de CV -- http://www.grupomexico.com/-- through  
its ownership of Asarco and the Southern Peru Copper Company
(SPCC), Grupo Mexico is the world's thrid largest copper
producer, fourth largest silver producer and fifth largest
producer of zinc and molybdenum.

                        *    *     *

Fitch Ratings assigned these ratings to Grupo Mexico SA de CV:

     -- foreign currency long-term debt, BB; and
     -- local currency long-term debt, BB.


=====================
P U E R T O   R I C O
=====================


ANGEL BERRIOS: Court Sets June 12 as Claims Bar Date
----------------------------------------------------
The United States Bankruptcy Court for the District of Puerto
Rico, set June 12, 2006, as the deadline for all creditors owed
money by Angel Manuel Santiago Berrios and Carmen Ivette
Melendez Padilla on account of claims arising prior to Jan. 31,
2006, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
June 12 Claims Bar Date and those forms must be delivered to:

         Celestino Matta-Mendez
         Clerk of the Bankruptcy Court
         U.S. Post Office and Courthouse Building
         300 Recinto Sur Street, Room 109
         San Juan, PR 00901
         Tel: (787) 977-6000
    
The Claims Bar Date applies to all claims except for
governmental units.                       

Headquartered in Bayamon, Puerto Rico, Angel Manuel Santiago
Berrios and Carmen Ivette Melendez Padilla, dba Comerio
Ambulance Service, dba Flamingo Gift Center, filed for chapter
11 protection on Jan. 31, 2006 (Bankr. D. Puerto Rico Case
No.06-00234).  When the Debtors filed for protection, they
listed $1 million to $10 million in assets and debts.


G+G RETAIL: UST Appoints Five Creditors to Serve on Committee
-------------------------------------------------------------
The United States Trustee for Region 2 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in G+G
Retail Inc.'s chapter 11 case:

     1. The CIT Group, Inc.
        Attn: Patrick K. Rohan
        1211 Avenue of the Americas
        New York, NY 10036
        Tel: 212-382-6896, Fax: 212-382-7120

     2. Rosenthal & Rosenthal, Inc.
        Attn: Allan Spielman
        1370 Broadway
        New York, NY 10018
        Tel: 212-356-1438, Fax: 212-356-1424

     3. Estrada Clothing, Inc.
        1111 South San Julian St.
        Los Angeles, California 90015
        Tel: 213-748-4391, Fax: 213-748-230
        Attn: Boris Trezon, Esq.
        9701 Wilshire Boulevard, 10th Floor
        Los Angeles, CA 90212
        Tel: 310-407-7888, Fax: 310-407-7915

     4. General Growth Management, Inc.
        Attn: Samuel B. Garber, Esq.
        100 North Wacker Dirve, Chicago, IL 60606
        Tel: 312-960-5079, Fax: 312-442-6373

     5. Simon Property Group
        Attn: Ronald M. Tucker
        Simon Property Group, L.P.
        115 W. Washington Street
        Indianapolis, IN 46204
        Tel: 317-263-8171, Fax: 317-263-7901

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtors is impossible,
the Committee will urge the Bankruptcy Court to convert the
chapter 11 cases to a liquidation proceeding.

Headquartered in New York, New York, G+G Retail Inc. retails
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2006 (Bankr.
S.D.N.Y. Case No. 06-10152).  William P. Weintraub, Esq., Laura
Davis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.
Hehn, Esq., at Pachulski, Stang, Ziehl, Young & Jones P.C.
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets of more than $100 million and debts between $10 million
to $50 million.


MUSICLAND HOLDING: Assumes GOB Agreement with Hilco Merchant
------------------------------------------------------------
Media Play, Inc., sought and obtained the U.S. Bankruptcy Court
for the Southern District of New York's permission to assume an
agreement dated December 9, 2005, with Hilco Merchant Resources,
LLC.

The agreement relates to Hilco's role as the Going Out of
Business Agent for 61 Media Play stores.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, relates
that Media Play and Musicland Purchasing Corp. entered into the
Agency Agreement with Hilco to conduct Going Out of Business or
"store closing" sales at 61 Media Play store locations.  Hilco
is currently in the process of conducting those GOB sales.

Under the terms of the Agreement, in the event of a voluntary
bankruptcy proceeding, Hilco and Media Play agreed to continue
performing in accordance with the contract -- but only if Media
Play assumes the Agreement.  Moreover, all sales by Hilco must
be completed on January 31, 2006, subject to Media Play
receiving written notice of an extension beyond that
date.  Unless mutually agreed upon however, sales will be
completed and stores vacated no later than February 28, 2006,
Mr. Sprayregen says.

According to Mr. Sprayregen, the compensation to Hilco for its
services rendered include an Agent's Fee and a 50/50 sharing of
remaining proceeds from sales after expenses and payment of a
certain guaranteed amount to Media Play.

Mr. Sprayregen notes that as of the Petition Date, Media Play
owes $2,000,000 to Hilco.

Mr. Sprayregen asserts that it is in the best interest of
Musicland Holding Corp. and its debtor-affiliates, their
creditors and all parties-in-interest, for Hilco to continue in
its performance of conducting GOB sales.

Media Play risks losing the aggregate retail price of the
Merchandise remaining in the 61 Media Play stores and the
furniture, fixtures and equipment purchase price relating to all
furniture, fixtures and equipment remaining in the same stores
if the Agreement is not assumed.

In addition, if the Agreement is not assumed, the Debtors will
be left with no one to assume the continuation of sales and no
one to pay all the expenses currently being covered by Hilco.

Mr. Sprayregen adds that if Hilco stops performing, the Debtors
will lose out on a recovery amount which would equal 50% of
future proceeds from the GOB Sales.

Headquartered in New York, New York, Musicland Holding Corp., is
a specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and
debts.  (Musicland Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MUSICLAND: Taps Curtis Mallet-Prevost as Conflicts Counsel
----------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
permission to employ Curtis, Mallet-Prevost, Colt & Mosle LLP as
their conflict counsel.

The Debtors need Curtis Mallet-Prevost to handle matters which
cannot be handled by Kirkland & Ellis LLP -- the Debtors'
general bankruptcy counsel -- or other counsel, as a result of
an actual or potential conflict of interest issues.  The Debtors
believe that rather than resulting in extra expense to their
estates, the efficient coordination of efforts between K&E and
CMP will avoid unnecessary litigation, add to the effective
administration of the Chapter 11 cases and reduce the overall
expense of administering the Chapter 11 cases.

Moreover, K&E and CMP will function cohesively to ensure that
legal services provided are not duplicative.

Craig G. Wassenaar, Chief Financial Officer of Musicland Holding
Corp., states that CMP will:

   (a) advise the Debtors with respect to their powers and
       duties as debtors-in-possession in the continued
       management and operation of their business and
       properties;

   (b) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

   (c) take all necessary actions to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against
       the Debtors and representing the Debtors' interests in
       negotiations concerning all litigation in which the
       Debtors are involved;

   (d) prepare all motions, applications, answers, orders,
       reports and papers necessary to the administration of the
       Debtors' estates;

   (e) take any necessary action on behalf of the Debtors to
       obtain approval of a disclosure statement and
       confirmation of the Debtors' plan of reorganization;

   (f) represent the Debtors in obtaining postpetition   
       financing;

   (g) advise the Debtors in any potential sale of assets;

   (h) appear before the Court, any appellate courts and the
       United States Trustee and protect the interests of the
       Debtors' estates before those Courts and the United
       States Trustee;

   (i) consult with the Debtors regarding tax matters; and

   (j) perform other necessary legal services and provide other
       necessary legal advice to the Debtors, including:

       * the analysis of the Debtors' leases and executory
         contracts and the assumption, rejection or assignment
         of those leases or contracts;

       * the analysis of the validity of liens filed against the
         Debtors; and

       * advice on corporate, litigation and environmental
         matters.

Presently, active matters between the Debtors and certain of the
Conflict Parties, which have been identified by the Debtors or
their counsel, involve Sun Music, LLC and certain of its
affiliates, including Sun Capital Partners III, LP and Sun
Capital Partners III QP, LP; Twentieth Century Fox Home
Entertainment, Inc.; Motorola, Inc., and one or more of its
affiliates; and GMAC Commercial Finance LLC.  CMP will represent
the Debtors on all aspects of those matters.

According to Mr. Wassenaar, CMP has extensive expertise,
experience and knowledge in the field of debtors' and creditors'
rights and business reorganization under Chapter 11 of the
Bankruptcy Code as well as other areas of the law where the
Debtors may need legal advice.

The Debtors believe that CMP is both well qualified and uniquely
able to perform as conflicts counsel to the Debtors in the
Chapter 11 Cases in an efficient and timely manner.

CMP will be paid for its legal services on an hourly basis in
accordance with its ordinary and customary hourly rates and
reimbursed for actual and necessary out-of-pocket expenses.

The current hourly rates charged by CMP are:

       Billing Category                           Range
       ----------------                           -----
       Partners                                $495 to 675
       Counsel                                 $385 to 540
       Associates                              $240 to 495
       Paraprofessionals                       $120 to 170

According to Steven J. Reisman, Esq., a partner at CMP, CMP is a
"disinterested person," as that phrase is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

Mr. Reisman adds that CMP received a classic retainer for
$50,000 from the Debtors prior to the Petition Date.  CMP has
offset amounts for prepetition fees and expenses against the
retainer and will hold the balance of retainer and apply it to
postpetition fees and expenses.

As of the Petition Date, the Debtors do not owe CMP any amounts
for legal services rendered or expenses incurred before the
Petition Date which are not covered by the retainer.

                          *     *     *

Judge Stuart M. Bernstein approved the Debtors' application on
an interim basis.

Headquartered in New York, New York, Musicland Holding Corp., is
a specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for Chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and
debts.  (Musicland Bankruptcy News, Issue No. 4; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


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


PDVSA: Aims to Double Oil Exports to China
------------------------------------------
Rafael Ramirez, Venezuelan Oil and Energy Minister and Petroleos
de Venezuela S.A.'s head, told reporters that the country hopes
to double its oil exports to China.  The energy minister hopes
to sell 300,000 barrels per day to China in the near future.

PDVSA currently sells 100,000 bpd of crude oil and 60,000 bpd of
fuel oil to China under two contracts signed in 2005.

                        *    *    *

As previously reported on Feb. 10, 2006, Standard & Poor's
Ratings Services today placed its 'B+' corporate credit rating
for Petroleos de Venezuela S.A. on CreditWatch with developing
implications.

The rating action follows the upgrade of the long-term sovereign
credit rating on the Bolivarian Republic of Venezuela to 'BB-'
from 'B+'.  The CreditWatch Developing means that a rating may
be raised, lowered, or affirmed.

"In addition to our ongoing concerns regarding PDVSA's ability
to finance both sustaining capital expenditures and growth
initiatives, the CreditWatch listing reflects the absence of
timely financial and operating information for PDVSA," said
Standard & Poor's credit analyst Jose Coballasi.

"Standard & Poor's expects to resolve PDVSA's CreditWatch
listing in the next couple of months upon a full review of the
issuer's operating & financial prospects."

Through its subsidiaries, PDVSA is engaged in the exploration
and production of crude oil and natural gas (upstream) and the
refining, marketing, and distribution of crude oil, refined
products, and petrochemicals.


* VENEZUELA: Shoulders 51% of Cost of Alcasa's Line V Project
-------------------------------------------------------------
The Venezuelan government will pay for 51% of the cost of
building aluminum reducer Alcasa's Line V which is expected to
cost at least US$685 million, company disclosed in a prepared
statement.

According to Alcasa, it already has enough resources for
preliminary works and these could kick off this quarter.  The
company didn't specify a cost to get things started.

"The state, working through [national development fund] Fonden,
will take responsibility for a large part of funding without
depending on any transnational company," company president
Carlos Lanz said in the statement.

In February 2005, Swiss natural resources company Glencore
International AG submitted a financing proposal of US$525
million, which entailed paying for project financing with almost
90% of aluminum production over 12 years, according to Business
News Americas.  In July 2005, Alcasa submitted to Glencore a
revised proposal for the project for reconsideration and resumed
talks over financing.  Neither the government nor Glencore has
said since what the latter's role would be in the project.

Alcasa's Line V is expected to produce 240,000 tons per year of
primary aluminum, bringing the company's total installed
capacity to 450,000t/y from 210,000t/y.

Alcasa is in the Matanzas industrial zone of Puerto Ordaz in
Venezuela's Guayana region.  State heavy industry holding
company CVG controls 92% of the smelter and the remaining 8%
belongs to U.S. aluminum producer, Alcoa.

                            ***********


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
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Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
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Copyright 2006.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
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