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        T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Wednesday, April 12, 2006, Vol. 7, Issue 73

                        Headlines

A R G E N T I N A

AEROLINEAS ARGENTINAS: Halts Operations at Chapelco Airport
ALPARGATAS TEXTIL: Camargo Correa Wants Stake in Company
BANCO DE GALICIA: Argentine S&P Puts D Rating on Three Debts
BANCO HIPOTECARIO: S&P Argentina Holds D Rating on US$500M Debt
COMPANHIA DE TRANSPORTE: Electroingenieria Buying Stake in Co.

EMPRESA DISTRIBUIDORA: Incurs 149 Mil. Pesos Net Loss for 2005
HECSA MEDIC: Creditors Must Submit Claims to Trustee by June 1
IMPRESORA DEL LITORAL: Validation of Claims Ends on May 22
MACRO BANSUD: Moody's Argentina Puts BB Rating on US$18M Debt
MULTICANAL: Argentine S&P Holds Default Ratings on Debts

NIMES S.R.L: Creditors' Claims Verification Deadline Is May 23
OPERADORA ATP: Trustee Stops Validating Claims After Aug. 4
ORGANIZACION 3001: Submission of Proofs of Claim Ends on May 8
TELEFONICA DE ARGENTINA: Aims Increase in Number of ADSL Users

* ARGENTINA: Obtains US$350 Million Loan from World Bank

B E R M U D A

BALLY TOTAL: Has Until July 10 to File 2005 Financial Reports
GLOBAL CROSSING: Expands European Network and IP Capabilities
SOLVEST LTD: Late Filing Cues Fitch to Put Ratings on Watch Neg.

B O L I V I A

* BOLIVIA: No Accord Signed with International Monetary Fund

B R A Z I L

ARACRUZ CELULOSE: Buying Back 2011 & 2012 Bonds Totaling US$362M
BANCO MERCANTIL: S&P Affirms B Rating on Counterparty Credit
BANCO NACIONAL: Approves US$42.6 Mil. Loan to Saveiros Camuyrano
CAMARGO CORREA: Wants Stake in Alpargatas Textil
COMPANHIA VALE: Unable to Reach Price Pact with Chinese Cos.

EMBRATEL PARTICIPACOES: Maintains Long Distance Service Rates
GLOBO COMUNICACAO: Announces Pricing of US$325M Perpetual Notes
LIGHT SERVICOS: Spins Off Operations Into Three Divisions
PETROBRAS ENERGIA: Electroingenieria Buying Stake in Transener
PETROLEO BRASILEIRO: Inks Bio-Ethanol Accord with Mitsui

RBS PARTICIPACOES: S&P Raises Currency Ratings to B from B-
TELE NORTE: Proposes US$1 Billion Local Bond Sale to Cut Debt
VARIG: Government Won't Provide Financing to Maintain Operations

C A Y M A N   I S L A N D S

ALMATIS DEBT: Creditors Must File Proofs of Claim by April 24
ALMATIS DEBT 1: Sets April 24 Deadline for Filing of Claims
ALMATIS IIP: Deadline for Claims Filing Is on April 24
BOURNS INT'L: Liquidator Stops Accepting Claims After May 3
TURNEROUND INVESTMENTS: Final Shareholders Meeting Is on May 5

C H I L E

COEUR D'ALENE: Inks Pact to Sell Subsidiary for US$15 Million

C O L O M B I A

AES CORP: Fin'l Restatements Trigger Senior Bank Loan Default
AES CORP: Senior Bank Lenders Waive Restatement-Related Default

C O S T A   R I C A

* COSTA RICA: Restarts Free Trade Negotiations with Panama

D O M I N I C A N   R E P U B L I C

FALCONBRIDGE LTD: TSX Defers Filing of Shareholder Rights Plan

* DOMINICAN REPUBLIC: Auctions DOP450M Investment Certificates

E C U A D O R

* ECUADOR: Lifts State of Emergency in Five Provinces
* ECUADOR: Private Firms Carp on President's Decision on Bill

H A I T I

* HAITI: Seeks International Help to Spur Economic Development

J A M A I C A

KAISER ALUMINUM: Kerry Shiba Gets Benefits Under Release Pact

M E X I C O

GRUPO MEXICO: Strike at La Caridad Continues
JABIL CIRCUIT: Discloses Second Fiscal Quarter Financial Results

P A N A M A

KANSAS CITY SOUTHERN: Meridian Speedway Project Gets Clearance
KANSAS CITY SOUTHERN: S&P Downgrade Corp. Rating to B from BB-

* PANAMA: Creates Committee to Develop Small Enterprises
* PANAMA: Restarts Free Trade Negotiations with Costa Rica

P U E R T O   R I C O

GLOBAL HOME: Case Summary & 40 Largest Unsecured Creditors
MUSICLAND HOLDING: Gets Court Nod to Honor Prepetition Debts

V E N E Z U E L A

PETROLEOS DE VENEZUELA: Plans Guarapiche Gas Block Tender

* VENEZUELA: Pres. Chavez Postulates Parallel Free Trade Pacts
* VENEZUELA: Wants Oil Price Pegged at US$50 Per Barrel


                      - - - - -

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


AEROLINEAS ARGENTINAS: Halts Operations at Chapelco Airport
-----------------------------------------------------------
Aerolineas Argentinas/Austral Group will not be able to operate
flights between Jorge Newbery Airport and Chapelco Airport in
San Martin de Los Andes from April 10 to May 31.

The action was taken because the airport's radio assistance
system will be out of service for scheduled maintenance.  The
radio assistance system enables airliners to operate in
unfavorable weather conditions.

The group operates five weekly flights to the Jorge-Chapelco
destination.  The flights will be operated from and to Bariloche
airport until the radio assistance system is fixed.

Passengers that travel to San Martin de los Andes will disembark
in Bariloche and will travel on land to Chapelco.  The last
segment will be paid by the passenger.

                        *    *    *

As reported by Troubled Company Reporter on June 15, 2000,
Aerolineas Argentinas needed a $650 million capital injection
and sweeping cost cuts to save it from bankruptcy.  Aerolineas'
biggest shareholder covered a bulk of its losses, which Spanish
sources put at $300 million in 2000.

                        *    *    *

Aerolineas Argentinas defaulted on a US$50 million bonds due on
December 23, 2003.


ALPARGATAS TEXTIL: Camargo Correa Wants Stake in Company
--------------------------------------------------------
Camargo Correa SA seeks to reach a stock purchase agreement with
Alpargatas Textil SA.  Camargo is a strong shoe producer in
Brazil and is licensed to operate the brands of Topper which
Alpargatas Argentina produces.

Industry analysts believe that because Topper is succesful in
Brazil, Camargo wants now to have a stake in Alpargatas
Argentina.  Others suggest that Camargo Correa's real intention
would be to reach to an agreement with the present owner of
Alpargatas, the investment fund Newbridge so as to become the
only owner of Topper.

                     About Camargo Correa

Camargo Correa Cimentos S.A. --
http://www.camargocorrea.com.br/eng/index.htm-- is a Brazilian
cement company that is directly owned by Camargo Correa S.A.,
one of the largest private sector conglomerates in Brazil with
annual net revenues of about BRL 6 bln originated mainly from
its engineering & construction, cement, textiles, footwear,
energy, and transportation businesses. The Camargo Correa group
regards cement as a core business, which represented
approximately 11% and 25% of the group's 2004 total sales and
EBITDA, respectively.

Camargo Correa's long-term corporate family rating is rated Ba3
by Moody's.  The company's long-term foreign and local issuer
credit is rated BB by Standard & Poor's.

                     About Alpargatas

Founded in 1880, Alpargatas is a textile company in Argentina
which is currently restructuring a US$600 million debt.
Alpargatas filed for the local equivalent of the United States'
Chapter 11 bankruptcy in December 2001 and presented its debt
restructuring offer in court in March 2004.  The restructuring
scheme obtained 92.21% creditors approval and is currently
waiting for the Argentine Court's approval.


BANCO DE GALICIA: Argentine S&P Puts D Rating on Three Debts
------------------------------------------------------------
The Argentine arm of Standard & Poor's assigned these ratings to
Banco de Galicia y Buenos Aires' debts:

   -- Obligaciones negociables, serie 6, emitted on July 19,
      2002 for US$73,000,000, emitted under the program for
      US$1000 million

      * Last due: Aug. 3, 2007
      * Rate: raA

   -- Obligaciones Negociables, clase 7 for US$43,000,000,
      included under the US$1000 million program

      * Last due: Aug. 3, 2007
      * Rate: raA

   -- Program of obligaciones negociables, media term, for
      US$2,000,000,000

      * Rate: raA

   -- Obligaciones Negociables simples 8-11-93, for
      US$21,400,000

      * Last due: Nov. 1, 2004
      * Rate: raD

   -- Obligaciones negociables simples for US$21,400,000

      * Last due: Nov. 1, 2004
      * Rate: raD

   -- Obligaciones Negociables emitted for US$9,000,000,
      included under the US$1000 million program.

      * Last due: Dec. 20, 2005
      * Rate: raD


BANCO HIPOTECARIO: S&P Argentina Holds D Rating on US$500M Debt
---------------------------------------------------------------
Standard & Poor's Argentine arm placed a raD rating on Banco
Hipotecario S.A.'s US$500,000,000 Series in default include
under the global program of Cedulas Hipotecarias.

S&P also assigned a raA+ rating on Banco Hipotecario's
Program of Obligaciones Negociables for US$1,200,000.


COMPANHIA DE TRANSPORTE: Electroingenieria Buying Stake in Co.
--------------------------------------------------------------
Privately held Argentine company Electroingenieria S.A. wants to
buy Petrobras Energia's stake in the power transporter Compania
de Transporte de Energia Electrica en Alta Tension aka
Transener, an Electroingenieria official said on April 6.

"We are analyzing variables and the company is going to make a
proposal" in the coming days, Electroingenieria spokesman Carlos
Alberto Bergoglio told Dow Jones Newswires.

Bergoglio said the company hasn't discussed a price, although
Argentine business newspaper El Cronista speculated Thursday
that the company wants to pay US$35 million, while Petrobras
wants US$50 million.

Argentine regulators last May gave Petrobras Energia until the
end of March 2006 to divest its 50% stake in Transener's holding
company Citelec.

That deadline passed without a sale, although local media cited
Petrobras officials as saying that regulators granted an
extension.

Petrobras Energia is a unit of Argentine-based Petrobras Energia
Participaciones, which is a unit of Brazil's state-run Petroleo
Brasileiro.  The Petrobras unit acquired its Transener stake
when it took over Argentine company Perez Compac in 2003.
Argentine antitrust regulators obligated Petrobras to divest its
Transener stake, citing government concerns that the country's
biggest power transporter would be in foreign hands.

Electroingenieria is controlled by the Ferreyra, Acosta, and
Zamuner families and is based in Argentina's Cordoba province.
Founded in the late 1970s, the company has power transportation
and distribution operations in Peru, Bolivia, Paraguay, and
Uruguay.

In Argentina, the company is also involved in wine making and
built 237 schools in Cordoba province since 2000, Bergoglio
said. Electroingenieria has some 300 permanent employees.

Rising Argentine energy investment fund Grupo Dolphin bought the
other half of Transener's holding company in early 2004 for
US$20 million.

                        *    *    *

As reported on Dec. 16, 2005, the Argentine arm of Fitch Ratings
upgraded to BB(arg) from B(arg) its rating on the country's
largest power transmission company, Compania de Transporte de
Energia Electrica en Alta Tension aka Transener S.A.

                        *    *    *

On Feb. 23, 2006, Standard & Poor's Ratings Services raised its
local and foreign currency ratings on Argentina's largest
electricity transmitter, Compania de Transporte de Energia
Electrica en Alta Tension aka Transener S.A. to 'B-'
from 'CCC+', and removed the ratings from CreditWatch with
positive implications.

S&P said the outlook is stable.  The ratings were originally
placed on CreditWatch Dec. 2, 2005.

The rating upgrade reflected expectations of better debt service
coverage ratios for the 2006-2008 period, mainly as a result of
the sizable tariff increase granted by the Argentine government
to Transener and its subsidiary Transba S.A. in December 2005.

"Transener should be able to meet its financial obligations
during the 2006-2008 period, assuming that the Argentine
peso/U.S. dollar exchange rate and the local inflation do not
change significantly," said Standard & Poor's credit analyst
Sergio Fuentes.


EMPRESA DISTRIBUIDORA: Incurs 149 Mil. Pesos Net Loss for 2005
--------------------------------------------------------------
Empresa Distribuidora Norte S.A. aka Edenor, main electrical
distributor from the north areas of Buenos Aires, controlled
since 2005 by the Dolphin Group, reported losses of 149,601,000
pesos for the year ended Dec. 31, 2005.

For the first nine months, the company reported a loss of 49.1
million pesos.

Based in Buenos Aires, Argentina, Edenor is the largest
electricity distribution company in Argentina in terms of number
of customers and volume of energy sold.  Edenor commenced
operations in 1992, as a result of the privatization of the
previously state-owned SEGBA.  At that time, it was granted a
95-year concession to distribute electricity on an exclusive
basis in its concession area, the greater Buenos Aires
metropolitan area and northern portion of the City of Buenos
Aires.  EASA, which is controlled by Dolphin Energia S.A., is
Edenor's holding company.

                        *    *    *

As reported on Apr. 10, 2006, Moody's Investors Service assigned
a B3 Global Scale and Baa3.ar National Scale first-time rating
to Empresa Distribuidora Norte S.A. aka Edenor's dollar
denominated notes.  S&P said the rating outlook is stable.  The
ratings reflect Edenor's improved financial structure after the
planned debt exchange and also the uncertain nature of
Argentina's electricity market.

Moody's assignments on Empresa Distribuidora Norte S.A. or
Edenor:

   -- Senior Unsecured Regular Bond/Debenture, Assigned B3; and
   -- Senior Unsecured Regular Bond/Debenture, Assigned Baa3.ar

The B3 senior unsecured rating on the global scale reflects
Edenor's expected financial performance and its regulatory risk
profile in accordance with Moody's global rating methodology for
regulated electric utilities.  The key expected credit metrics
over the next several years include a ratio of funds from
operations to debt in the range of 10% to 15% and a debt to
capitalization of about 50%.  These financial metrics would be
consistent with the B3 rating for a company whose risk profile
falls into the high risk category under the global methodology.
The high risk category for Edenor reflects the regulatory
environment in Argentina, which is less consistent than average,
and considers the lack of timely rate relief to cover increased
costs in the recent past.

Edenor's ratings consider its improved debt position and
financial profile resulting from the restructuring, which will
include a debt reduction of approximately US$90 million to be
paid in cash from its current cash balance.  Edenor will benefit
from the more favorable terms of the new notes including reduced
interest rates and extensions on principal debt maturities,
which will increase gradually from 2008 to 2019.

The ratings also incorporate the uncertainties surrounding
Argentina's electric industry and the market's unclear and
unstable regulations. Moreover, Edenor has not reduced its
foreign exchange exposure, as all the new notes will continue to
be denominated in foreign currency.

Moody's assumes the government will address the tariff question
in the near term given that maintaining the current frozen
tariffs will ultimately affect service quality.  In support of
this view, Edenor's new controlling group has already arranged
for a Memorandum of Understanding with the government to
increase tariffs, including a 28% raise in the distribution
margin of which 5% will be applied to certain investments.  The
agreement was passed by Congress and only lacks presidential
approval.  However, there is no definite timeframe for
presidential approval.

Moody's said the rating outlook is stable, reflecting
expectations that tariff changes will be made in the near future
but that the regulatory environment will continue to have an
above average level of uncertainty.


HECSA MEDIC: Creditors Must Submit Claims to Trustee by June 1
--------------------------------------------------------------
Creditors of bankrupt company Hecsa Miedic S.A. must submit
claims against the company to Salomon Simon Wilhelm -- the
trustee appointed by the Buenos Aires court -- by June 1, 2006.

Mr. Wilhelm will present the validated claims in court as
individual reports on July 14, 2006.  The trustee will also
submit a general report on the case on Sept. 12, 2006.

The trustee can be reached at:

         Salomon Simon Wilhelm
         Lavalle 1290
         Buenos Aires, Argentina


IMPRESORA DEL LITORAL: Validation of Claims Ends on May 22
----------------------------------------------------------
The validation of creditors' claims against Impresora del
Litoral S.A. will end on May 22, 2006, states Infobae.  Sonia
Lucia Diaz, the court-appointed trustee, will verify the claims
and present them as individual reports in court.

Infobae did not state in its Web site the deadline for the
individual and general reports.

A Santa Fe court handles the company's reorganization case.

The debtor can be reached at:

         Impresora del Litoral S.A.
         Avenida Lopez y Planes
         4994 Ciudad de Santa Fe
         Santa Fe, Argentina

The trustee can be reached at:

         Sonia Lucia Diaz
         Uruguay 3150
         Ciudad de Santa Fe
         Santa Fe, Argentina


MACRO BANSUD: Moody's Argentina Puts BB Rating on US$18M Debt
-------------------------------------------------------------
The Argentine arm of Moody's Investor Service rated Banco Macro
Bansud S.A.'s Subordinated Obligaciones Negociables Subordinadas
-- Serie V for US$18,000,000 at BB.

The shares of Macro Bansud have been included in Moody's
category 2.


MULTICANAL: Argentine S&P Holds Default Ratings on Debts
--------------------------------------------------------
The Argentine arm of Standard & Poor's rated Multicanal S.A.'s
debts:

   -- Obligaciones Negociables Serie C for US$150,000,000,
      included under the program of ON for US$1050 million

      * Last due: April 15, 2018
      * Rated date: April 6, 2006
      * Rate: raD

   -- ON Serie E for US$175,000,000, included under the program
      for US$1050 million

      * Last due: April 15, 2009
      * Rated date: April 6, 2006
      * Rate: raD

   -- Obligaciones Negociables simples, with due in 10 years for
      US$125,000,000

      * Rated date: April 6, 2006
      * Rate: raD

   -- Serie J of ON for US$144,000,000, under the program of ON
      for US$1050 million

      * Rated date: April 6, 2006
      * Rate: raD

   -- Obligaciones Negociables simples, with due in 5 years for
      US$125,000,000

      * Last due: Feb. 1, 2002
      * Rated date: April 6, 2006
      * Rate: raD

Multicanal S.A. -- http://www.multicanal.com.ar/-- is an
Argentinean multiple cable systems operator with its principal
operations in Argentina and smaller operations in Uruguay and
Paraguay.  Grupo Clarin SA owns Multicanal.


NIMES S.R.L: Creditors' Claims Verification Deadline Is May 23
--------------------------------------------------------------
The deadline for the verification of creditors' claims against
Nimes S.R.L. is May 23, 2006, Infobae reports.

Angelica Beatriz Ercoreca -- the court-appointed trustee -- will
prepare individual reports out of the validated claims and
submit it in court on June 23, 2006. The submission of a general
report will follow on Aug. 7, 2006.

A Mar del Plata court handles the Nimes S.R.L.'s bankruptcy
case.

The debtor can be reached at:

         Nimes S.R.L.
         Mayo 506 Mar del Plata
         Buenos Aires, Argentina

The trustee can be reached at:

         Angelica Beatriz Ercoreca
         Corrientes 1847 Mar del Plata
         Buenos Aires, Argentina


OPERADORA ATP: Trustee Stops Validating Claims After Aug. 4
-----------------------------------------------------------
Alicia Monica Gadara -- the trustee appointed by the Buenos
Aires court for the Operadora ATP S.A. bankruptcy -- will no
longer validate claims after Aug. 4, 2006.

Infobae relates that verified claims will be presented in court
as individual reports on Sep. 18, 2006.

The submission of a general report will follow on Oct. 31, 2006.

The trustee can be reached at:

         Alicia Monica Gadara
         Pte. Roque Saenz Pena 651
         Buenos Aires, Argentina


ORGANIZACION 3001: Submission of Proofs of Claim Ends on May 8
--------------------------------------------------------------
The submission of creditors' claims against Organizacion 3001
S.R.L. will end on May 8, 2006.  Infobae relates that the claims
will undergo a verification phase.  Claims that are verified
will then be submitted in court as individual reports on June
21, 2006.

A general report, which will contain the company's audited
business records as well as a summary of events pertaining to
the liquidation, will be presented in court on Aug. 16, 2006.

Organizacion 3001 was declared bankrupt by a Buenos Aires
court.  Jose Maria Colace was appointed as trustee.

The trustee can be reached at:

        Jose Maria Colace
        Bernardo de Irigoyen 330
        Buenos Aires, Argentina


TELEFONICA DE ARGENTINA: Aims Increase in Number of ADSL Users
--------------------------------------------------------------
Telefonica de Argentina aims to increase ADSL users to 1 million
by 2008 from the 302,000 users last year, Cesar Alierta --
president of the company's parent Telefonica S.A. -- said during
the III conference of Telefonica Internacional executives in
Buenos Aires on April 4.

ADSL or asymmetric digital subscriber line is a technology that
allows more data to be sent over existing copper telephone
lines.  ADSL supports data rates of from 1.5 to 9 Mbps when
receiving data (known as the downstream rate) and from 16 to 640
Kbps when sending data (known as the upstream rate).

Business News states that in 2005, Internet connections in
Argentina increased to 17.8% -- about 2.4 million subscribers.

By the end of 2006, broadband connections in Argentina would
increase to 1.2 million from the 810,000 at the end of 2005,
local consultancy Prince & Cooke was quoted by Business News
saying.

Headquartered in Buenos Aires, Argentina, Telefonica de
Argentina S.A. -- http://www.telefonica.com.ar/-- provides
telecommunication services which include telephony business both
in Spain and Latin America, mobile communications businesses,
directories and guides businesses, Internet, data and corporate
services, audiovisual production and broadcasting, broadband and
Business-to-Business e-commerce activities.

                        *    *    *

As reported in the Troubled Company Reporter on April 3, 2006,
Standard & Poor's Ratings Agency has placed the B- foreign
currency issuer credit ratings of Telefonica de Argentina S.A.
to Watch Positive from Stable.  Its B- local currency issuer
credit ratings remain Stable.


* ARGENTINA: Obtains US$350 Million Loan from World Bank
--------------------------------------------------------
The Worldwide Bank has approved a US$350 million loan to
Argentina for funding different social programs in order to
decrease unemployment.

This is the first line of credit that the Bank gave to Argentina
after the country cancelled its debt with the International
Monetary Fund in January.

The loan will be paid within 13.5 years and includes a grace
period of 4.5 years.

The new loan is in addition to the Bank's US$600 credit given to
Argentina in January for a similar social program known as
"Jefes de Hogar."

                        *    *    *

Fitch Ratings assigned these ratings on Argentina:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     RD      Dec. 14, 2005
   Long Term IDR       B       Dec. 14, 2005
   Short Term IDR      B-      Jun.  3, 2005
   Local Currency
   Long Term Issuer
   Default Rating      B       Jun.  3, 2005


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


BALLY TOTAL: Has Until July 10 to File 2005 Financial Reports
-------------------------------------------------------------
Bally Total Fitness Holding Corporation received consents from
holders of a majority of its outstanding 10-1/2% Senior Notes
due 2011 and 9-7/8% Senior Subordinated Notes due 2007 to waive
until July 10, 2006, the financial reporting covenant defaults
under the indentures governing the notes resulting from the
Company's failure to file its Annual Report on Form 10-K for the
year ended December 31, 2005 with the Securities and Exchange
Commission.  The waiver also extends the reporting deadlines for
the Company's 10-Q reports for the first quarter of 2006 until
July 10, 2006 and for the second quarter of 2006 until September
11, 2006.  As previously announced, lenders under Bally's US$275
million senior secured credit facility also agreed to extend
financial reporting deadlines for the same periods.  The Company
continues to work diligently to complete the audit of its 2005
financial statements, and expects to file its 2005 10-K report
and 2006 quarterly reports within the waiver periods.

Bally received consents from holders of approximately 99% of its
outstanding Senior Notes and 94% of its outstanding Senior
Subordinated Notes by the 5:00 p.m., April 7 consent deadline.
Consenting holders will receive a one-time consent fee of
US$10.00 in cash or 4.4444 unregistered shares of Bally common
stock for each US$1,000 principal amount of notes at the
consenting party's option and subject to compliance with
applicable securities laws.  Bally has agreed to sell
unregistered common stock to Wattles Capital Management, LLC and
another large shareholder to finance the payment of cash consent
fees and related expenses.  The Company currently has
approximately 38.5 million common shares outstanding and expects
to issue approximately 2.76 million shares in connection with
the lender and noteholder consent process.

Bally has retained MacKenzie Partners, Inc., to serve as the
information agent and tabulation agent for the consent
solicitation.  Questions concerning the consent solicitation or
requests for documents may be directed to:

                MacKenzie Partners, Inc.
                Attention: Jeanne Carr
                Madison Square Station,
                P.O. Box 865
                New York, NY 10160- 1051
                Tel: (212) 929-5500 (collect)
                (800) 322-2885 (toll free)

Bally Total Fitness -- http://www.ballyfitness.com/-- is the
largest and only U.S. 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 March 17, 2006,
Standard & Poor's Ratings Services held its ratings on Chicago-
based Bally Total Fitness Holding Corp., including the 'CCC'
corporate credit rating, on CreditWatch with developing
implications, where they were placed on Dec. 2, 2005.

The CreditWatch update follows Bally's announcement that it will
not meet the March 16, 2006, deadline for filing its annual
report on SEC Form 10-K for the year ending Dec. 31, 2005.
Bally currently anticipates filing its 2005 10-K in April 2006.

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 a consent with lenders to
extend the 10-day period until Aug. 31, 2005.  Prior to Aug. 31,
the company received consents from its bondholders extending its
waiver of default to Nov. 30, 2005.


GLOBAL CROSSING: Expands European Network and IP Capabilities
-------------------------------------------------------------
Global Crossing has began strengthening its network and service
offering for customers in Europe, North America and Latin
America with additional IP gateways in Austria, Belgium, Germany
and Spain, and new points of presence in Italy and Russia.

The network extensions connecting to the major exchanges in
Moscow and Rome enable Global Crossing to offer its suite of
voice and data products to carriers and enterprises in these
cities.  These new cities add depth to the network and take
services geographically closer to the customer.

"Europe is a key part of our global strategy and we're building
on our successes in this region by extending both our core and
IP network reach," commented Pieter Duijves, Global Crossing
Europe's managing director.  "These extensions are a response to
the growing enterprise demand for converged IP services, and
this is exactly what our network was built for."

As an indicator of the growth of IP and adoption of convergence,
Global Crossing recently announced that its Internet Protocol
Virtual Private Network or IP VPN traffic grew 300 percent in
2005, highlighting the company's success in attracting
enterprises and carriers to its high-performance, robust suite
of IP solutions.  Analysis from The Yankee Group also indicates
demand for convergence is increasing.

"Convergence of voice and data traffic onto an IP infrastructure
is now a mainstream activity in Europe," commented Caroline
Ashley, senior analyst for Yankee Group in Europe.  "Almost 70
percent of European enterprises have initiated IP network
convergence, and in Germany, a third of large enterprise
networks are fully converged."

Yankee Group states that the European IP VPN market was worth
US$6.4 billion or EUR5.4 billion in 2005 but will more than
double to US$14.5 billion or EUR 12.2 billion by 2010.

The addition of Rome complements Global Crossing's existing
point of presence in Milan and Turin and solidifies Global
Crossing's business opportunities not only in Rome, but also
throughout central and southern Italy.  By giving Italian
customers a closer gateway to Global Crossing's network,
services will be more cost effective as access costs will be
reduced.  The newly commissioned point of presence in Rome is
already being used to provide service to customers.

Global Crossing further expanded its IP services on the existing
footprint with the opening of IP PoPs in Brussels, Madrid,
Munich and Vienna.  Initially IP Transit and dedicated Internet
access services will be available, with the addition of IP VPN
expected later in the year.  The Madrid and Vienna PoPs are both
located in the main data centers in the cities, run by
InterXion.

Global Crossing's European IP-based core network now extends to
more than 30,000 km across 15 countries, connecting more than
106 towns and cities outside the UK.  In addition, Global
Crossing has metropolitan networks in the major European cities
of:

   -- London,
   -- Dublin,
   -- Paris,
   -- Amsterdam,
   -- Rotterdam,
   -- Brussels,
   -- Copenhagen,
   -- Frankfurt,
   -- Milan
   -- Madrid

The Global Crossing Network Operations Centre in London's
docklands monitors the operation of Global Crossing's worldwide
terrestrial and sub-sea, European and U.K. fiber optic networks.
The GNOC is also a major traffic node and equipment collocation
facility for European customers.

To augment its new network PoPs, Global Crossing is also
continually evaluating ways to extend its reach and increase
market coverage via iMPLS interconnections with partner service
providers.  To this end, it has established a number of
relationships with carriers in countries such as China, South
Africa, and India, further enabling Global Crossing to take
advantage of emerging markets in these countries.

This latest announcement is part of a wider company program of
continued investment in the global, high-bandwidth network that
is a key enabler for businesses.  Global Crossing recently
announced it is adding wavelengths on its Mid Atlantic Crossing
or MAC system, which links North America, Latin America, Europe
and the Pacific, ensuring the ongoing delivery of its
comprehensive suite of solutions, including advanced converged
IP services, to worldwide customers and partners.  In March of
last year, Global Crossing announced an upgrade to its 10,000-km
UK backbone to enable an eight-fold increase in core network
capacity, supporting the introduction of new services and the
migration of existing managed service customers to a converged
IP environment.

Global Crossing's advanced fiber optic MPLS-based network is the
platform of choice for fully managed converged IP services
including Voice over IP or VoIP, IP VPN and IP video.  The
company's suite of solutions is designed to meet the exacting
performance and reliability requirements of its customers and
partners in more than 600 cities in 60 countries.

In addition to consistently delivering 99.999-percent
availability -- the industry's highest standard -- Global
Crossing recently made network performance history when its
multi-gigabit fiber optic network supported the world record in
international visualization, a 19.5-Gbps stream between
Amsterdam, the Netherlands, and San Diego, California, carrying
a single application showing real-time scientific content.

                   About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing
Ltd. -- http://www.globalcrossing.com/-- provides
telecommunications solutions over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe including Bermuda,
Argentina, Brazil, Chile, Mexico, Panama Peru and Venezuela.
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.  The company filed for chapter 11 protection on Jan.
28, 2002 (Bankr.S.D.N.Y. Case No. 02-40188).  When the Debtors
filed for protection from their creditors, they listed
$25,511,000,000 in total assets and $15,467,000,000 in total
debts.  Global Crossing emerged from chapter 11 on Dec. 9, 2003.

As of Dec. 31, 2005, Global Crossing's balance sheet reflects a
$173 million equity deficit compared to a $51 million of
positive equity at Dec. 31, 2004.


SOLVEST LTD: Late Filing Cues Fitch to Put Ratings on Watch Neg.
----------------------------------------------------------------
Fitch Ratings has placed the following debt and Recovery Ratings
for Dole Food Company, Inc., Dole Holding Company, LLC, its
parent, and Solvest Ltd., its Bermuda subsidiary, on Rating
Watch Negative:

   Dole Food Company, Inc.

      -- Issuer Default Rating (IDR) 'B'
      -- Senior secured bank facilities 'BB/RR1'
      -- Senior unsecured debt 'BB-/RR2'

   Dole Holding Company, LLC

      -- Issuer Default Rating (IDR) 'B'
      -- Second-lien term loan 'CCC+/RR6'

   Solvest Ltd.

      -- Senior secured bank facilities 'BB/RR1'

Fitch's actions follow the delayed filing of Dole's 2005 annual
report, anticipated increased size and intricate structure of
the company's new credit facility, and the extremely difficult
operating environment that currently exist for the fresh produce
industry.

Based on preliminary Dec. 31, 2005 results, Dole had
approximately US$2 billion of debt.  Total debt-to-operating
EBITDA was 5.3x and operating EBITDA-to-interest incurred was
2.7x.  While debt only increased US$158 million over year-end
2004, EBITDA declined 17% due to higher production, fuel and
containerboard costs.  Free cash flow for 2005 is expected to be
negative due to higher working capital requirements and
increased capital expenditures.

The Negative Rating Watch reflects a significant potential
reduction in recovery prospects for Dole's senior unsecured
notes due to the increased amount of secured debt in Dole's
capital structure.  The Negative Rating Watch also reflects
uncertainty related to the potential collectiblity given the
international dispersement of Dole's assets and the allocation
of collateral among the company's secured term debt and
revolver.  Under the terms of Dole's new facility, a higher
proportion of debt is expected to be issued at the Bermuda-based
subsidiary level, which has a different asset base than that of
Dole Food Co., Inc.-the operating company.

Dole Food Company is one of the world's largest producers of
fresh fruit, fresh vegetables, and fresh-cut flowers.
Approximately 54% of Dole's revenue is generated from outside of
the United States. Dole's operations are fully integrated with
the vast majority of growing, harvesting, processing and
packaging done in South America and the Far East.  58% of Dole's
tangible assets are outside of the United States. Dole's four
primary operating segments contributed to 2005 revenue and
operating income as follows:

   -- Fresh Fruit 63% of 2005 revenues and 68% of 2005 operating
      income,

   -- Fresh Vegetables 18% of revenues and 4% of operating
      income,

   -- Packaged Foods 15% of revenues and 29% of operating
      income, and

   -- Fresh-Cut Flowers that contributed 3% of revenues but loss
      US$5.1 million.

Dole Foods is 100% owned by its Chief Executive Officer and
Chairman, David H. Murdock.


=============
B O L I V I A
=============


* BOLIVIA: No Accord Signed with International Monetary Fund
------------------------------------------------------------
The Bolivian government refused to sign agreements with the
International Monetary Fund, the government of President Evo
Morales confirmed to Prensa Latina on Monday.  No free trade
treaty was also signed with the US.

Carlos Villegas -- the country's Planning Minister -- said
during an interview with La Prensa that the government began
talks to recover state stock control of private enterprises.

Mr. Villegas revealed to La Prensa that Bolivia told governments
and organizations that the nation will define where and how to
invest resources, reversing a situation in which foreign firms
define policies, strategies and priorities.

There would be no conditions imposed by the IMF, Mr. Villegas
informed La Prensa, but the government will maintain a fraternal
relationship with the organization.

Before the new administration, the IMF had a policy of excessive
interference in Bolivian domestic affairs, La Prensa quoted Mr.
Villegas saying.  Bolivia had put all its efforts into the
macro-economy, to the perceived detriment of individual
Bolivians.

According to La Prensa, Mr. Villegas was positive that his
country could take care of its macro-economy.  He indicated that
the international economic situation is quite favorable to
Bolivia due to relations with economies like China and India.

The minister, says La Prensa, also stated that a trade agreement
with the US would only benefit a small group of exporting
countries.  It would affect local producers.

The government is seeking for alternatives like the negotiations
for commercial accords with Argentina and Brazil, Mr. Villegas
told La Prensa.

                        *    *    *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling    B-       Jun. 17, 2004
   Long Term IDR      B-       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     B-       Dec. 14, 2005



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


ARACRUZ CELULOSE: Buying Back 2011 & 2012 Bonds Totaling US$362M
----------------------------------------------------------------
Brazilian paper and pulp company Aracruz Celulose begun a drive
to repurchase bonds coming due in 2011 and 2012, the company
said in a statement to investors.

In a separate statement, the company said it was also preparing
to issue new 10-year bonds in international markets.

Aracruz said it intends to repurchase all of its 2011 senior
secured notes, with a face value of US$362 million, and all of
its 2012 senior secured notes, with a face value of US$175
million.

The company said the purpose of the repurchase was "to reduce
the total of higher-coupon yield bonds" within its overall debt
profile.

Aracruz said Citigroup and JPMorgan will act as lead managers of
the operation.

Separately, the company announced its intention to issue 10-year
overseas bonds but it offered no details.

                        *    *    *

As reported on Mar. 1, 2006, Standard and Poor's Ratings
Services assigned a 'BB-' rating to Aracruz Celulose S.A.'s
foreign currency.

The ratings on Aracruz reflects the company's ability to remain
protected against the peculiarities of the Brazilian economy,
stemming from:

    -- The company's virtual total sales to the external market;

    -- Aracruz's ring-fenced attributes from infrastructure
       risks of electricity supply and pulp shipment, due to its
       electricity self-sufficiency and its private port
       Portocel;

    -- Its strong competitive position in the market pulp
       business as a low-cost producer -- average cash cost of
       $165/ton in 2005 -- bearing one of the lowest cash costs
       in the world; and

    -- Its free cash flow generation since 2004.

On the other hand, Standard & Poor's Ratings Services also
considers that a lingering economic crisis in Brazil could
potentially curtail the company's financial flexibility in the
medium term, as its ability to sustain cash generation at
current strong levels and to execute adequate investment
decisions to support its long-term growth could be impaired.

A protracted environment of extremely low eucalyptus pulp prices
coupled with abridged international liquidity and ultimately
strong local currency appreciation over the dollar could pose
risks in its ability to service debt.

In arriving at a foreign currency rating above the sovereign
foreign currency rating of Brazil, S&P assumes that Aracruz
would have the capacity and strong incentive to service foreign
debt despite a foreign currency default by the sovereign and
potentially tightened foreign exchange controls accompanying
such a scenario.  This, in turn, is derived from a strong
ongoing and forecasted export base relative to an absorbable
foreign debt repayment schedule, even under stressed conditions,
immaterial direct import needs, and strong foreign currency
liquidity, including the ability to generate and keep cash
reserves abroad.

S&P notes that Aracruz's willingness to serve its foreign debt,
despite a potential Brazilian sovereign stress event, stems from
its full integration into global trading (exports account for
98% of revenues), equity (34.5% of total capital is held by
foreign investors), and debt markets (60% of debt raised
abroad), giving the company strong incentives to honor foreign
debt obligations.


BANCO MERCANTIL: S&P Affirms B Rating on Counterparty Credit
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
long-term counterparty credit rating on Banco Mercantil do
Brasil S.A.  The outlook was revised to negative from stable.

"Profitability and asset quality were the main negative factors
for the rating action.  Profitability levels in 2005 were mostly
affected by higher loan-loss provisions due to worsening asset
quality indicators," said Standard & Poor's credit analyst
Daniel Araujo.  The bank is challenged to turn the situation
around while maintaining asset quality indicators at least at
average industry levels.

Banco Mercantil has maintained average ROA of 0.5% in the past
three years, adjusted for nonrecurring results.  In 2005, Banco
Mercantil's profitability was affected by the increased
provision for loan losses, which was BrR156 million in 2005
versus BrR90 million in 2004, resulting from the lessened
quality of its credit portfolio.  The bank is pressured to
generate increasing revenues stream with adequate risk
management to compensate for its costly retail structure. We
believe the bank still has to build a track record of stronger
and more consistent returns to reverse its weak profitability
and improve its financial standing.

The rating on Banco Mercantil incorporates the challenges faced
by a midsize bank operating in the segment of small and midsize
companies and individuals in the competitive banking industry in
Brazil; its profitability that has been consistently low in the
past five years when compared to the industry, being negatively
affected by the bank's large and costly operational structure
and small scale; and its capitalization, which can be a limiting
factor in the long term, though it is adequate in the short
term.  These risk factors are partially offset by Banco
Mercantil's long track record operating in the market and
knowledge of its core/niche market, mainly the state of Minas
Gerais, which translates into:

   -- good market share and brand-name recognition on a regional
      basis;

   -- its diversified operation; and

   -- good liquidity management

The negative outlook reflects the risks of potential
deterioration in asset quality indicators that could further
affect profitability levels, which have been weak for several
years already. Although we do not expect relevant changes on the
cost side, the bank is confronted with the need to increase
scale and generate a higher stream of recurring revenues while
maintaining the quality of its loan portfolio at least in line
with the average in the industry.  This is an important
challenge for the bank at a time of increasing competition from
larger players in the Brazilian banking industry.

The 'B' global scale rating may be downgraded if there is a
further worsening in profitability in the next two to three
years, or if asset quality indicators do not improve gradually
from the levels reported in December 2005, so as to be in line
with the average in the industry and commensurate with the
bank's business model and the economic environment in Brazil.


BANCO NACIONAL: Approves US$42.6 Mil. Loan to Saveiros Camuyrano
----------------------------------------------------------------
The board of Banco Nacional de Desenvolvimento Economico e
Social SA or BNDES approved a financing to Saveiros Camuyrano
Servi?os Mar¡timos Ltda, in the amount of US$ 42.6 million.  The
resources correspond to 89% of the project total, of US$ 48
million, and will be destined to the acquisition of three
maritime support vessels for the supply and services to oil
exploration and production companies.  The ships will be built
in the shipyard Wilson Sons, in Guaruja, Sao Paulo.

The BNDES financing, with resources of the Merchant Navy Fund,
will contribute for the revitalization of the naval construction
domestic sector, stimulating the increase of interest of
companies with vessels of Brazilian flag in the maritime support
sector.  Besides, it will reinforce services to increasing
demand for vessels of offshore maritime support with technology
that allows high operational performance.

Up to this date, BNDES has contracted financings in the amount
of US$ 641.4 million for the naval sector, which provided total
investments of US$ 740.9 million.  Besides, the Bank has a US$
360 million portfolio in projects approved and in support
maritime analysis, part of investments of US$ 495 million.

The shipyard Wilson Sons, controller of Saveiros Camuyrano, will
employ 150 people during the construction phase and 84 in the
vessels operation.  The ships, of PSV 300 type, which
technically attend to the international standards, endowed with
the highest technology, will be freighted to Petrobras.

The investments financed by BNDES will provide an increase of
150% in the transport capacity of Camuyrano.  With that, the
company will give another step in direction to the strategy to
consolidate its position as service provider in the offshore
vessels support market.  Currently, the fleet of maritime
support ships of PSV type in operation in Brazil is composed by
34 vessels, of which 25 is of Brazilian flag and nine is foreign
flag.

In the end of 2003, the second plan of renovation of the Support
Vessels Fleet of Petrobras was announced, reviewed in 2006,
which consists in the hiring of 30 new ships and 21
modernizations and jumborizations.  Up to this moment, 19
modernizations and six constructions were bid.  Thus, the
entrepreneurs are anticipating themselves to the auctions of
Petrobras, aiming at offering vessels already in the beginning
of the period of the bid. Currently, approximately 80% of the
Brazilian oil and natural gas reserves are located in the sea,
causing the oil industry to be a heavy client of the naval
sector.

                        *    *    *

As reported by Troubled Company Reporter on March 3, 2006,
Standard & Poor's Ratings Services raised its foreign currency
counterparty credit rating on Banco Nacional de Desenvolvimento
Economico e Social S.A. aka BNDES to 'BB' with a stable outlook
from 'BB-' with a positive outlook.  The company's local
currency credit rating was also shifted to 'BB+' with a stable
outlook from 'BB' with a positive outlook.


CAMARGO CORREA: Wants Stake in Alpargatas Textil
------------------------------------------------
Camargo Correa SA seeks to reach a stock purchase agreement with
Alpargatas Textil SA.  Camargo is a strong shoe producer in
Brazil and is licensed to operate the brands of Topper which
Alpargatas Argentina produces.

Industry analysts believe that because Topper is succesful in
Brazil, Camargo wants now to have a stake in Alpargatas
Argentina.  Others suggest that Camargo Correa's real intention
would be to reach to an agreement with the present owner of
Alpargatas, the investment fund Newbridge so as to become the
only owner of Topper.

                     About Camargo Correa

Camargo Correa Cimentos S.A. --
http://www.camargocorrea.com.br/eng/index.htm-- is a Brazilian
cement company that is directly owned by Camargo Correa S.A.,
one of the largest private sector conglomerates in Brazil with
annual net revenues of about BRL 6 bln originated mainly from
its engineering & construction, cement, textiles, footwear,
energy, and transportation businesses. The Camargo Correa group
regards cement as a core business, which represented
approximately 11% and 25% of the group's 2004 total sales and
EBITDA, respectively.

Camargo Correa's long-term corporate family rating is rated Ba3
by Moody's.  The company's long-term foreign and local issuer
credit is rated BB by Standard & Poor's.

                      About Alpargatas

Founded in 1880, Alpargatas is a textile company in Argentina
which is currently restructuring a US$600 million debt.
Alpargatas filed for the local equivalent of the United States'
Chapter 11 bankruptcy in December 2001 and presented its debt
restructuring offer in court in March 2004.  The restructuring
scheme obtained 92.21% creditors approval and is currently
waiting for the Argentine Court's approval.


COMPANHIA VALE: Unable to Reach Price Pact with Chinese Cos.
------------------------------------------------------------
Companhia Vale do Rio Doce aka CVRD denied reaching a 10% price
hike agreement with Chinese steelmakers, Dow Jones Newswires
reports.

"We don't know of any clients that have entered into price
agreements with any suppliers of iron ore.  CVRD has not entered
into a price agreement, " Fernando Thompson -- the company's
media relations manager -- said in a statement, in response
reports published in MySteel.com -- a China-based Web site
announcing the deal.

Global steelmakers, says Dow Jones, are resisting efforts by
CVRD, BHP Billiton and Rio Tinto to raise prices, after the
firms disputed a 71.5% price increase from steelmakers in 2005.

Continued global economic growth led by China's urbanization has
maintained the current imbalances between the supply of iron ore
and the demand, the miners told Dow Jones.  Prices need to be
raised to fund a pouring in of investments needed to meet the
rising global demand for iron ore.

As reported in the Troubled Company Reporter on April 11, 2006,
CVRD spokesman Fernando Thompson confirmed reports that the
company is seeking a 24% increase in iron ore prices for 2006.

The spokesman had declined to make further comment on
negotiations with its European and Asian steelmaking clients.

Last year, the main iron ore mining company managed a 71.5%
increase in benchmark prices.

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'.


EMBRATEL PARTICIPACOES: Maintains Long Distance Service Rates
-------------------------------------------------------------
Embratel Participacoes decided not to raise the long distance
wireline-wireline and mobile-wireless rates as well, just as
recently announced for DDD calling via 21 code from wireline to
mobile phones.  This will benefit around 85 million consumers,
which are the current users of cell phones in Brazil.

With this initiative of not applying the 7.99% adjustment
authorized by Anatel for long distance rates, the customers
calling over the 21 will not pay more for their DDD calls placed
from cell phones to anywhere in Brazil.

This decision includes the VC 2 calls, long distance calls where
the 1st digit of the origin area code is the same as the 1st
digit of the destination area code, and VC 3 calls -- long
distance calls with different codes -- originated in the cell
phone coverage area, and roaming calls.

No enrollment or registration fees are required.  Furthermore,
the calls placed via Embratel are billed per minute, and all the
calls are detailed.

Additionally, Embratel's customers conveniently receive the
value of their 21 code calls in the same bill of the local telco
with no additional cost.  This initiative is intended to get
closer with the customers, offering the best services and
solutions with competitive rates.

As additional benefits offered to customers using the 21 from
their cell phones, Embratel has rate plans to suit the
requirements of its users:

    -- For domestic calls, Sim Celular 21 Plan offers reduced
       hours rates for calls within the state any day, any time;
       and

    -- With Tarifa Unica DDI Plan, customers can call anywhere
       in the world and pay a flat rate from wireline or mobile
       phones.

Embratel Participacoes is Brazil's leading long-distance
carrier.

Embratel Participacoes is rated by Moodys:

       * local currency issuer rating -- B1; and
       * senior unsecured debt -- B2.


GLOBO COMUNICACAO: Announces Pricing of US$325M Perpetual Notes
---------------------------------------------------------------
Globo Comunicacao e Participacoes S.A. said that it has priced a
private offering of US$325,000,000 aggregate principal amount of
9.375% perpetual notes.  Globo intends to use the gross proceeds
of the offering of the Perpetual Notes to refinance in full its
Variable Rate Series C Senior Secured Notes Due 2011.  The
refinancing of the Existing Series C Bonds is predicated on the
consummation by Globo of the Perpetual Notes' offering, which is
expected to take place on April 20, 2006.

The Perpetual Notes have not been registered under the United
States Securities Act of 1933, as amended, nor with the
Brazilian Securities and Exchange Commission -- Comissao de
Valores Mobiliarios.  The Perpetual Notes will be sold outside
the United States to non-U.S. persons in reliance on Regulation
S under the Securities Act and will not be offered to the public
in Brazil.

The joint book runners and joint lead managers in connection
with the offering of the Perpetual Notes are Deutsche Bank AG,
Singapore Branch and Goldman Sachs International.

Globo Comunicacao e Participacoes S.A. was established from the
merger of TV Globo Ltda. and Globo Comunicacoes e Participacoes
S.A. -- Globopar.

                        *    *    *

As reported by Troubled Company Reporter on Feb. 9, 2006,
Moody's Investors Service withdrew the B1 foreign currency
corporate family rating of Globo Comunicacao e Participacoes
S.A.  The ratings have been withdrawn as Moody's no longer
maintains foreign currency corporate family ratings and for
business reasons.

                        *    *    *

As reported by Troubled Company Reporter on March 28, 2006,
Standard & Poor's Rating Services raised its foreign and local
currency corporate credit ratings on Brazilian media group Globo
Comunicacoes e Participacoes fka Globopar SA to 'BB-' from
'B+'.  S&P said the outlook on the ratings is stable.

On Oct. 19, 2005, Standard & Poor's Rating Services raised its
corporate credit ratings on Brazilian media company TV Globo
Ltda. to 'B+' from 'CCC-'.  The rating was removed from
CreditWatch Positive, where it was placed on July 21, 2005.  S&P
said the outlook is stable.

Globopar and TV Globo are part of Globo Organizations, Brazil's
largest media group.


LIGHT SERVICOS: Spins Off Operations Into Three Divisions
---------------------------------------------------------
Creditors of Brazilian power utility Light Servicos de
Electricidade SA agreed to let it separate into three units but
not before some hard negotiations, the company said in an
official note.

Light Servicos, which is owned by French state firm Electricite
de France, can now institute its plan to split operations among
power generation, distribution and transmission.  The alteration
was required by new legislation.

Light needed the support of the majority of creditors to make
the changes.  But with the debt distributed across the market,
this was a difficult task, admitted Light's investor relations
director Paulo Roberto Pinto.

In order to overcome some resistance to the deal, Light offered
a premium of 1.5% on the renegotiated debt.  The company also
agreed to bring forward the payment of 2% of the principal on
debt from July 2006 to March 2006.

A consortium led by Minas Gerais state-controlled utility
Companhia Energetica de Minas Gerais, or Cemig, recently paid
US$320 million for an 80% stake in Light Servicos, plus the
acquisition of all its debts.

Light Servicos Electricidade S.A. is a distribution company with
2.8 million customers and an estimated 9 million users in 11,000
square km concession area.  The company has estimated debts of
3.5 billion Brazilian reals (US$1.6 billion).


PETROBRAS ENERGIA: Electroingenieria Buying Stake in Transener
--------------------------------------------------------------
Privately held Argentine company Electroingenieria S.A. wants to
buy Petrobras Energia's stake in the power transporter Compania
de Transporte de Energia Electrica en Alta Tension aka
Transener, an Electroingenieria official said on April 6.

"We are analyzing variables and the company is going to make a
proposal" in the coming days, Electroingenieria spokesman Carlos
Alberto Bergoglio told Dow Jones Newswires.

Bergoglio said the company hasn't discussed a price, although
Argentine business newspaper El Cronista speculated Thursday
that the company wants to pay US$35 million, while Petrobras
wants US$50 million.

Argentine regulators last May gave Petrobras Energia until the
end of March 2006 to divest its 50% stake in Transener's holding
company Citelec.

That deadline passed without a sale, although local media cited
Petrobras officials as saying that regulators granted an
extension.

Petrobras Energia is a unit of Argentine-based Petrobras Energia
Participaciones, which is a unit of Brazil's state-run Petroleo
Brasileiro.  The Petrobras unit acquired its Transener stake
when it took over Argentine company Perez Compac in 2003.
Argentine antitrust regulators obligated Petrobras to divest its
Transener stake, citing government concerns that the country's
biggest power transporter would be in foreign hands.

Electroingenieria is controlled by the Ferreyra, Acosta, and
Zamuner families and is based in Argentina's Cordoba province.
Founded in the late 1970s, the company has power transportation
and distribution operations in Peru, Bolivia, Paraguay, and
Uruguay.

In Argentina, the company is also involved in wine making and
built 237 schools in Cordoba province since 2000, Bergoglio
said. Electroingenieria has some 300 permanent employees.

Rising Argentine energy investment fund Grupo Dolphin bought the
other half of Transener's holding company in early 2004 for
US$20 million.

                        *    *    *

As reported on Apr. 10, 2006, Standard & Poor's Ratings Services
removed its 'B' foreign currency rating on Argentina-based
Petrobras Energia S.A. or PESA from CreditWatch with negative
implications, where it was placed on Oct. 3, 2005, following
recent developments that partially clarify the company's
operating situation in Venezuela.  S&P said the rating is
affirmed, and the outlook is stable.


PETROLEO BRASILEIRO: Inks Bio-Ethanol Accord with Mitsui
--------------------------------------------------------
Petroleo Brasileiro S.A. aka Petrobras, the national petroleum
company of Brazil, reached an agreement with Mitsui & Co., Ltd.,
to jointly carry out a feasibility study for promoting the
production of bio-ethanol and related products in Brazil and for
the marketing of such into the international market, according
to JCN Newswires.  A Memorandum of Understanding was signed on
April 10, 2006, during the visit of Mr. Furlan -- the Brazilian
Minister of Development and Industry to Japan.

Bio-ethanol is deemed to be an effective renewable fuel for the
purpose of achieving the goals stipulated in the Kyoto Protocol,
reduction of Green House Gas.  The world's demand for bio-
ethanol is on the rise and Brazil produces 35% of all world's
bio-ethanol and exports over 2 million kilo litres making it the
biggest bio-ethanol exporter of the world.  In order to shed
light on the issues of stable and economic supply we think it
quite important to carry out the feasibility study for
production in Brazil and for export marketing.

Through the joint implementation the MOU with Petrobras we hope
to combine Petrobas' experience and knowledge regarding bio-
ethanol with Mitsui's expertise in global marketing and hope to
be able to help secure a new energy source of the future and to
contribute to the cause of combating global warming through the
reduction of CO2 emission.

Mitsui & Co., signed a three party MOU with Petrobras and CVRD
aka Compania Vale do Rio Doce S.A. in May 2005 to carry out a
feasibility study regarding the logistics of bio-ethanol in
Brazil.  The company hopes to be able to expand the scope for
the study to cover the integrated supply chain from production
and logistics in Brazil to global marketing through the
conclusion of the MOU with Petrobras.

Mitsui and Co., Ltd., is one of the largest trading houses in
the world and is active in a wide range of trading activities,
along with the development of energy sources and other natural
resources for various industries.  These include export, import,
domestic and offshore transactions in such industrial materials
as steel, non-ferrous metals and chemicals as well as in
machinery, electronic and industrial products and lifestyle-
related products, including foodstuffs, textiles and general
merchandise.

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro
S.A. aka Petrobras was founded in 1953.  The company explores,
produces, refines, transports, markets, distributes oil and
natural gas and power to various wholesale customers and retail
distributors in the country.

                        *    *    *

Petroleo Brasileiro SA's long-term corporate family rating is
rated Ba3 by Moody's and its foreign currency long-term debt is
rated BB- by Fitch.

                        *    *    *

Fitch assigned these ratings to Petroleo Brasileiro's senior
unsecured notes:

  Maturity Date           Amount        Rate       Ratings
  --------------        ------------    ------     -------
  April  1, 2008        $400,000,000    9%          BB-
  July   2, 2013        $750,000,000    9.125%      BB-
  Sept. 15, 2014        $650,000,000    7.75%       BB-
  Dec.  10, 2018        $750,000,000    8.375%      BB-


RBS PARTICIPACOES: S&P Raises Currency Ratings to B from B-
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its foreign and local
currency ratings on RBS Participacoes S.A. to 'B' from 'B-'.
The rating on RBS' US$59 million bonds due 2007 was also raised
to 'B'.  The outlook was revised to stable from positive.

"The upgrade reflects the consistent improvement of RBS' cash
flow metrics reported in the past quarters, which has been
supported by stronger operations and a more adequate capital
structure," said Standard & Poor's credit analyst Jean-Pierre
Cote Gil.  "RBS has reported growing operating margins that
reflect not only the favorable advertising market in Brazil but
also the streamlining of the company's cost structure."

The ratings on RBS Group reflect the Group's susceptibility to
the volatile results of the media industry in Brazil, although
it has become more resilient due to its more efficient
operations and better margins, the still short-term nature of
its debts, which imposes significant refinancing risks, and
limited financial flexibility.  These vulnerabilities are
partially offset by the group's dominant share of audience and
advertising in its service area, its quality programming and the
distribution of TV Globo's high-quality content, improving cash
flow metrics, its successful operational turnaround, and its
track record of financial support from shareholders.

Brazil-based RBS Participacoes S.A. is part of the RBS Group,
which operates in television and radio broadcasting, newspaper
publishing, and other media businesses in the southern states of
the country.  Total gross debt for the combined RBS entities as
of December 2005 was US$231 million.

Standard & Poor's analyzes the business profile of RBS on a
consolidated basis, as the different businesses complement and
bring synergies to each other, and the group's chief operations
guarantee RBS' notes.  The main companies of the RBS Group,
representing about 80% of revenues, are:

   -- Zero Hora - Editora Jornal¡stica S.A.,
   -- Televisao Gaucha S.A.,
   -- RBS TV de Florianopolis S.A.,
   -- Radio Gaucha S.A.

The stable outlook reflects the improved level of cash flow
generation delivered by RBS in both 2004 and 2005, which helped
the company achieve cash flow coverage ratios that support its
current rating, even though refinancing risk remains a concern.
The still-high concentration of debt maturities in 2006 and 2007
poses challenges to RBS and in a way constrains its credit
rating.  If the company can show significant debt reduction
during 2006 and/or a more definite solution to its 2007 bond
maturity while maintaining its current operating performance, a
revision of the outlook, or even an upgrade, could be warranted.

On the other hand, a deterioration of the local advertising
market or the economic prospects for Brazil, along with adverse
financial markets and lack of credit availability, could hinder
the company's financial flexibility and lead to a downward
revision of the rating.


TELE NORTE: Proposes US$1 Billion Local Bond Sale to Cut Debt
-------------------------------------------------------------
Bloomberg News reports that Tele Norte Leste Participacoes SA
aka Telemar, Brazil's largest telecommunications company, plans
to sell 2.16 billion reals (US$1 billion) of local market bonds,
maturing in 2011 and 2013, to reduce debt costs.

Telemar's board of directors is asking shareholders to increase
the size of a sale of 1.6 billion reals of bonds announced in
mid- February, spokeswoman Suzana Santos said in a statement.

The five-year bond will pay 18.12% while the seven-year bonds
will pay 18.16%.

"It's healthy for the company to take advantage of positive
market conditions to secure cheaper borrowing costs," Luis
Fernando Azevedo, a telecommunications analyst at Bradesco
Corretora, who rates Telemar at buy with a target price of 55.70
reals, told Bloomberg.

The investment unit of Banco do Brasil SA, Brazil's largest
bank, will handle the sale.

Telemar provides telecommunication services in South America.
It offers local, intra-regional long distance, and data
transmission services in 16 Brazilian states, which covers
approximately 64% of the country.  Mobile services are provided
through its wireless unit Oi, and it has acquired data
transmission services provider Pegasus.

                        *    *    *

As reported on Mar. 2, 2006, Standard & Poor's Ratings Services
said it placed the 'BB' ratings of Telemar Norte Leste S.A. on
CreditWatch with positive implications following the raising of
the foreign and local currency sovereign credit ratings on
Brazil.


VARIG: Government Won't Provide Financing to Maintain Operations
----------------------------------------------------------------
Brazilian Finance Minister Guido Mantega said on April 7 that
there will be no federal cash bailout for ailing airline Viacao
Aerea Rio-Grandense, or Varig, according to the local Estado
newswire.

"There is no money in the federal budget for this," he said
during a press conference in Rio de Janeiro.

The flagship airline has accrued debts, which are estimated at
over 7 billion Brazilian reals (US$3.3 billion), and is
currently in the restructuring phase of bankruptcy proceedings.

Varig's lack of credit means it is late on key operating
payments.  As a result, the airline has been canceling flights
and runs the risk of having its planes grounded for nonpayment
of airport fees in Brazil.

Minister Mantega said that he doesn't see what the government
can do about Varig.

The government is Varig's main creditor and owns the main
agencies with which the airline is behind on operating payments,
including Infraero, the National Airport Authority, and BR
Disribuidora, Varig's main fuel supplier.

The workers and some creditors have been holding out in the
expectation that the government won't let Brazil's main
international carrier die.

Presidential Chief of Staff Dilma Rousseff said late Friday that
the government will complete its analysis of the Varig situation
the following week but there is no chance that Varig will stop
flying in the short term.

Earlier in the day, Varig President Marcelo Bottini met with new
Defense Minister Waldir Pires in Brasilia where he asked help in
securing a US$200 million loan from Brazil's National
Development Bank, or BNDES, and a moratorium on bill payment to
government agencies for three months.

"The idea is that we get credit until we negotiate with a new
investor," he told journalists.

He said the US$200 million loan would allow Varig to pay the
airplane leasing companies, among other costs.

Varig faces a battle against time. Cash restrictions mean it
can't pay for vital plane maintenance and only 54 of its 71
planes are currently flying.  Meanwhile, customers are losing
confidence in the airline.

Bottini said the company and the creditors are assessing a
number of offers for its operations.

Earlier this week, VarigLog, its former cargo wing, made a
US$350 million proposal for Varig's commercial operations.
VarigLog, which is owned by a group of Brazilian businessmen and
U.S. investment fund Matlin Patterson, proposed setting up a new
Varig to take over operations, leaving the company's massive
debts with the old company.

Meanwhile, he confirmed the company is in talks with Brazilian
airline OceanAir over a code share deal.

OceanAir owner German Efromovich is proposing to assume some of
Varig's loss-making routes in the south of Brazil, in order to
bail Varig out of its cash crisis.

OceanAir, owned by Brazil's Sinergy group, was set up as an air
taxi firm to serve Brazil's oil industry but has expanded to
operate regional routes to more than 30 cities.

Eframovich presented two alternative packages to officials at
the National Civil Aviation Agency.

In the first, OceanAir pays US$80 million to adopt a code share
scheme with Varig through which one company can transfer the
passengers of the other for a period of six months. Varig had
such a deal with TAM SA from March 2004 until May 2005.

OceanAir will get access to Varig's ample routes and in return
will pay operating expenses but not debts.

At the end of the period, OceanAir will have the right to
operate at least 10% of the slots.

The second, more modest, proposal, involves OceanAir taking over
Varig's loss-making routes in the south of the country.

                        About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin
America.  VARIG's principal business is the transportation of
passengers and cargo by air on domestic routes within Brazil and
on international routes between Brazil and North and South
America, Europe and Asia.  VARIG carries approximately 13
million passengers annually and employs approximately 11,456
full-time employees, of which approximately 133 are employed in
the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a
competitive landscape, high fuel costs, cash flow deficit, and
high operating leverage.  The Debtors may be the first case
under the new law, which took effect on June 9, 2005.  Similar
to a chapter 11 debtor-in-possession under the U.S. Bankruptcy
Code, the Debtors remain in possession and control of their
estate pending the Judicial Reorganization.  Sergio Bermudes,
Esq., at Escritorio de Advocacia Sergio Bermudes, represents the
carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.


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


ALMATIS DEBT: Creditors Must File Proofs of Claim by April 24
-------------------------------------------------------------
Creditors of Almatis Debt Limited, which is being voluntarily
wound up, are required to present proofs of claim on or before
April 24, 2006, to Westport Services Limited -- the company's
liquidator.

Creditors must present proofs of claim personally or through
their solicitors at the time and place that the liquidator
specified.  Creditors with unverified claims will be excluded
from the benefit of any distribution that the company will make.

The liquidator can be reached at:

            Westport Services Limited
            Attention: Patricia Tricarico
            P.O. Box 1111
            Grand Cayman, Cayman Islands
            Tel: (345) 949-5122
            Fax: (345) 949-7920


ALMATIS DEBT 1: Sets April 24 Deadline for Filing of Claims
-----------------------------------------------------------
Creditors of Almatis Debt 1 Limited must submit particulars of
their debts or claims on or before April 24, 2006, to Westport
Services Limited, the company's appointed liquidator.  Failure
to do so will exclude them from receiving the benefit of any
distribution that the company will make.

Almatis Debt 1 started liquidating assets on March 13, 2006.

The liquidators can be reached at:

      Attention: Patricia Tricarico
      Westport Services Limited
      P.O. Box 1111
      Grand Cayman, Cayman Islands
      Tel: (345) 949-5122
      Fax: (345) 949-7920


ALMATIS IIP: Deadline for Claims Filing Is on April 24
------------------------------------------------------
The deadline for the submission of creditors' claims against
Almatis IIP Limited, which is being voluntarily wound up, is on
April 24, 2006.

Creditors must send their full names, addresses, descriptions,
the full particulars of their debts or claims and the names and
addresses of their solicitors, if any, to the liquidator.
Creditors unable to file their claims on time will be
disqualified from receiving any distribution that the company
will make.

Almatis IIP started liquidating assets on March 13, 2006 and
appointed Westport Services Limited as liquidator.

The liquidators can be reached at:

           Attention: Patricia Tricarico
           Westport Services Limited
           P.O. Box 1111
           Grand Cayman, Cayman Islands
           Tel: (345) 949-5122
           Fax: (345) 949-7920


BOURNS INT'L: Liquidator Stops Accepting Claims After May 3
-----------------------------------------------------------
Richard E. L. Fogerty and G. James Cleaver -- the liquidators of
Bourns International Ltd. -- will not entertain claims submitted
after May 3, 2006.

Creditors must send their full names, addresses, descriptions,
the full particulars of their debts or claims and the names and
addresses of their solicitors, if any, to the liquidator before
May 3.  Creditors unable to file their claims on time will be
disqualified from receiving any distribution that the company
will make.

Bourns International started liquidating assets on March 20,
2006.

The liquidators can be reached at:

            Richard E. L. Fogerty
            G. James Cleaver
            Attention: Korie Drummond
            Kroll (Cayman) Limited
            4th Floor Bermuda House
            Dr. Roy's Drive
            Grand Cayman, Cayman Islands
            Tel: +1 (345) 946-0081
            Fax: +1 (345) 946-0082


TURNEROUND INVESTMENTS: Final Shareholders Meeting Is on May 5
--------------------------------------------------------------
Shareholders of Turneround Investments Limited will convene
on May 5, 2006, for an extraordinary final general meeting at
the offices of:

           HSBC Financial Services (Cayman)
           Limited, P.O. Box 484, George Town
           Grand Cayman, Cayman Islands

Accounts on the company's liquidation process will be presented
during the meeting.  The shareholders will also authorize the
liquidators to retain the records of the company for a period of
five years, starting from the dissolution of the company.
Destruction of the records may then be allowed after such
period.

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.

The liquidator can be reached at:

          Amanda Wayman
          Attention: Carl Griffin
          P.O. Box 484 George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 949-7755
          Fax: (345) 949-7634


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


COEUR D'ALENE: Inks Pact to Sell Subsidiary for US$15 Million
-------------------------------------------------------------
Coeur d'Alene Mines Corporation has entered into an agreement to
sell 100% of the shares of Coeur Silver Valley to U.S. Silver
Corporation, a Delaware Corporation, for US$15 million in cash.
Coeur Silver Valley is a wholly owned subsidiary of Coeur
d'Alene Mines Corporation that owns and operates the Galena
underground silver mine and adjoining properties in Northern
Idaho.

Dennis E. Wheeler, Coeur's Chairman, President and Chief
Executive Officer, commented, "Given our company's long
association with the Silver Valley, we are especially pleased to
find a buyer whose management similarly has well established
roots in the area.  We wish U.S. Silver Corporation and the
world-class workforce at the Galena mine nothing but the best.
The sale of Coeur Silver Valley is another example of Coeur's
commitment to redirect its growth strategy toward lower-cost,
longer-life silver assets that will generate high-margin cash
flow and profits for our shareholders."

The sale is contingent upon customary closing conditions such as
U.S. Silver Corporation's arrangements for financing, approval
by the board of directors of Coeur d'Alene Mines, and completion
of final documentation.  Coeur and U.S. Silver Corporation will
work together to ensure continuity of operations during the
transition period.  The transaction is expected to close by June
1, 2006.

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

                   *    *    *

Coeur d'Alene Mines Corporation's $180 Million notes due Jan.
15, 2024, carry Standard & Poors' B- rating.


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


AES CORP: Fin'l Restatements Trigger Senior Bank Loan Default
-------------------------------------------------------------
The AES Corporation will be restating its 2003 and 2004
financial statements as a result of errors discovered by
management during the 2005 year-end closing process.  The errors
relate primarily to three items:

   -- correction of minority interest expense related to one of
      the Company's foreign subsidiaries;

   -- correction of tax expense related to additional
      withholding taxes identified at one of the Company's
      foreign subsidiaries and, certain adjustments derived from
      the filing of the Company's 2004 income tax return in
      2005; and

   -- correction of the accounting for cash flow derivative
      instruments as a result of a reassessment of the
      accounting requirements.

Catherine M. Freeman, the Company's Vice President and Corporate
Controller, informs the Securities and Exchange Commission that
the Company's 2005 Annual Report on Form 10-K will reflect the
restated 2003 and 2004 financial results to correct errors in
those periods identified during its year-end closing process and
will be filed as soon as practicable.  In addition, the Company
will file and restate its consolidated statement of operations
for the first, second, and third quarters of 2004 by amending
its 2005 Quarterly Reports on Form 10-Q to reflect the restated
amounts as soon as practicable.  The 2003, 2004 and interim
period 2005 previously issued financial statements and report of
the Company's independent registered public accounting firm,
Deloitte & Touche LLP, should no longer be relied on.

The decision to restate prior financial statements was made on
March 31, 2006, by the Audit Committee of AES's Board of
Directors, on the recommendation of management and on discussion
with Deloitte & Touche.  Based on management's review, it
believes that all errors were inadvertent and unintentional.

                           Default

As of March 31, 2006, the Company is in default under its senior
bank credit facility due to the restatement of its 2003
financial statements.  As a result, $200 million of the debt
under the Company's senior bank credit facility has been
classified as current on the balance sheet as of December 31,
2005.  The Company will need to obtain a waiver of this default
and an amendment of the representation relating to the 2003
financial statements before the Company can borrow additional
funds under the revolving credit facility.

AES Corporation -- http://www.aes.com/-- is a global power
company.  The Company operates in South America, Europe, Africa,
Asia and the Caribbean countries.  Generating 44,000 megawatts
of electricity through 124 power facilities, the Company
delivers electricity through 15 distribution companies.

AES's Latin America business group is comprised of generation
plants and electric utilities in Argentina, Brazil, Chile,
Colombia, Dominican Republic, El Salvador, Panama and Venezuela.
Fuels include biomass, diesel, coal, gas and hydro.  The group
also pursues business development activities in the region.  AES
has been in the region since May 1993, when it acquired the CTSN
power plant in Argentina.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2006,
Moody's affirmed the ratings of The AES Corporation, including
its Ba3 Corporate Family Rating and the B1 rating on its senior
unsecured debt.  Moody's said the rating outlook remains stable.


AES CORP: Senior Bank Lenders Waive Restatement-Related Default
---------------------------------------------------------------
The AES Corporation obtained the necessary votes from a majority
of its bank lenders under its senior bank facility to waive the
event of default caused by the restatement of its 2003 financial
statements.

As reported in the Troubled Company Reporter on April 6, 2006,
the Company will be restating its 2003 and 2004 financial
statements as a result of errors discovered by management during
the 2005 year-end closing process.   Based on management's
review, it believes that all errors were inadvertent and
unintentional.

The Senior Bank Facility provides AES with access to:

   * a $650 million revolving bank loan; and
   * a $200 million senior secured term loan.

The Company, four Subsidiary Guarantors, Citicorp USA, Inc., as
Agent, and Citibank N.A., as Collateral Agent and Lender, signed
Amendment No. 7 and Waiver No. 3 to the Third Amended and
Restated Credit and Reimbursement Agreement, on April 5, 2006.

As a result of this waiver and amendment, the Company now has
full access to the credit available under its senior bank
facility.

The interest rate on the $650 million revolving bank loan is
LIBOR plus 1.75%.  It matures on 2010.  The interest rate on the
term $200 million Senior Secured Term Loan is LIBOR plus 1.75%.
It matures on 2011.  As of December 31, 2005, $356 million was
available from the $650 million Revolving Bank Loan.

A full-text copy of the Amendment No. 7 and Waiver No. 3 to
Third Amended and Restated Credit and Reimbursement Agreement is
available for free at http://ResearchArchives.com/t/s?79b

AES Corporation -- http://www.aes.com/-- is a global power
company.  The Company operates in South America, Europe, Africa,
Asia and the Caribbean countries.  Generating 44,000 megawatts
of electricity through 124 power facilities, the Company
delivers electricity through 15 distribution companies.

AES's Latin America business group is comprised of generation
plants and electric utilities in Argentina, Brazil, Chile,
Colombia, Dominican Republic, El Salvador, Panama and Venezuela.
Fuels include biomass, diesel, coal, gas and hydro.  The group
also pursues business development activities in the region.  AES
has been in the region since May 1993, when it acquired the CTSN
power plant in Argentina.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2006,
Moody's affirmed the ratings of The AES Corporation, including
its Ba3 Corporate Family Rating and the B1 rating on its senior
unsecured debt.  Moody's said the rating outlook remains stable.


===================
C O S T A   R I C A
===================


* COSTA RICA: Restarts Free Trade Negotiations with Panama
----------------------------------------------------------
Costa Rica restarted the free trade talks with Panama on Monday
at Pananma City, according to La Prensa.

Xinhua newswire recalls that the talks had been stalled in 2002
when Costa Rica denied Panama access to its telecommunications
and insurance markets, citing that they would be run by the
state-owned monopolies in Panama.

Costa Rica also wanted Panama to open its markets for dairy
products and pork sausages when the National Farmers Association
of Panama had insisted the two items be excluded from the
agreement, Xinhua relates.

Alejandro Ferrer -- Panama's trade and industry minister -- was
however optimistic about the current round of the restarted
talks, Xinhua reports.

According to Xinhua, Costa Rica is Panama's largest trading
partner in South America.  In 2005, Panama's export to Costa
Rica reached US$39 million while the products it bought from the
country was about US$195 million.

As reported in the Troubled Company Reporter on March 10, 2006,
the Central American Integration System Special Meeting of Heads
of State or Government allowed Panama to relaunch negotiations
for a Free Trade Agreement.

The SICA Summit held on March 9, 2006, on the sidelines of the
24th Expocomer International Fair was attended by the Presidents
of:

   -- Costa Rica, Abel Pacheco;
   -- Honduras, Manuel Zelaya, and
   -- Dominican Republic, Leonel Fernandez.

Officials of the Ministry of Trade and Industries recalled that
Panama had managed to set in motion an FTA with El Salvador.
However, the country is interested in promoting talks to
strengthen links with all Central American neighbors, Business
News Americas states.

Panama had sealed an FTA with Singapore, reached an
understanding with Chile in this regard and is negotiating a
similar pact with the United States.

                        *    *    *

Fitch Ratings assigned these ratings on Panama:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling    BBB      Apr.  8, 2005
   Long Term IDR      BB+      Dec. 14, 2005
   Short Term IDR       B      Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     BB+      Dec. 14, 2005

                        *    *    *

As reported in the Troubled Company Reporter on Mar. 10, 2006,
Fitch rates Costa Rica's foreign and local currency issuer
default ratings 'BB' and 'BB+', respectively.  Fitch said the
Rating Outlook is Negative.


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


FALCONBRIDGE LTD: TSX Defers Filing of Shareholder Rights Plan
--------------------------------------------------------------
Falconbridge Limited disclosed that in connection with its
recently announced shareholder rights plan, the Toronto Stock
Exchange has determined to defer its consideration of the
acceptance for filing of the plan until the Company can confirm
that it is not aware of any pending or threatened takeover bid
for the Company or the TSX is satisfied that the Ontario
Securities Commission will not intervene in any takeover bid for
the Company.  The TSX further advised that a condition of any
future acceptance of notice of the plan by the TSX would be that
the Company's shareholders ratify the plan.  In the meantime,
the rights plan remains effective in accordance with its terms.

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.


* DOMINICAN REPUBLIC: Auctions DOP450M Investment Certificates
--------------------------------------------------------------
Dominican Republic's central bank will auction DOP450 million
investment certificates today, Dominican Today reports.  The
auction is scheduled at 9:00 a.m. and is expected to end at 1:00
p.m.

According to the Dominican Today, financial entities and banks
as well as associations on savings and loans have been invited
to the auction.  Other expected participants include insurance
companies and private and public investment funds, stock
exchange businesses, other non-financial entities and the
general public.

The central bank told Dominican Today that total investment will
be for DOP450 million, though offers beyond the amount can be
made, for certificates with 37, 93 and 366-day maturities.

Minimum offering is set at DOP100 thousand, Dominican Today
reports.

                        *    *    *

Fitch Ratings assigned these ratings on the Dominican Republic:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     B-       May 11, 2005
   Long Term IDR       B-      Dec. 14, 2005
   Short Term IDR      B       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating      B        May 11, 2005


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


* ECUADOR: Lifts State of Emergency in Five Provinces
-----------------------------------------------------
Ecuador's President Alfredo Palacio has lifted the state of
emergency it imposed last month in the provinces of Chimborazo,
Cotopaxi, Imbabura and Canar as well as in the districts of
Cayambe and Tabacundo, in the Pichincha province, EFE News
Service reports.

According to EFE, the lifting of the state of emergency restores
certain constitutional rights that were suspended, including the
freedom of assembly and the right to hold public demonstrations.

President Palacio made the decision after a student involved in
an anti-free-trade rally in Cuenca was shot and killed, EFE
relates.

As reported in the Troubled Company Reporter on March 30, 2006,
Ecuador declared the state-of-emergency to curb protests by the
Confederation of Indigenous Nationalities of Ecuador aka Conaie,
the nation's largest Indian movement, against a proposed free
trade deal with the United States.

Protesters alleged that under an FTA, Ecuadorean farmers and
small-scale Indian producers would not be able to compete with
cheap imports from the U.S., where agriculture is heavily
subsidized.

Under the declaration, police and military personnel can make
warrantless arrests against those participating in unauthorize
public assemblies in the Chimborazo, Cotopaxi, Imbrabura and
Canar provinces as well as the towns of Tabacundo and Cayambe.

Interior Minister Felipe Vega told reporters that the measure
has been taken by President Alfredo Palacio to guarantee the
free flow of goods and persons and permit citizens the right to
work.

"We must find a way through this difficult situation we find
ourselves in," Mr. Vega said.

Dow Jones Newswires relates that roadblocks were paralyzing
traffic and commerce in the southern highland Chimborazo
province.   Some 10,000 people opposed to the Indian protests
marched peacefully in the provincial capital city of Riobamba,
160 kilometers (100 miles) south of Quito, demanding the
government to stop the roadblocks.

Opposition leaders said in reports that they don't want to
overthrow the government but they warned that President Palacio
was setting himself up for a fall from power by insisting on the
U.S. free trade deal.

EFE states that Conaie suspended the protests after the state of
emergency was decreed.  The group however threatened to
intensify the rallies after Easter to air out demands for a
referendum on the trade pact.

The police, says EFE, had tried preventing indigenous
demonstrators from reaching Quito, which has been the scene of
some protests by students and grassroots groups who were also
against the trade deal.

Ecuador entered free-trade negotiations with the US in May 2004.
Issues on agriculture is the biggest hindrance to reaching a
deal.  Talks between the two countries was postponed until late
April, EFE reports.

                        *    *    *

Fitch Ratings assigned these ratings on Ecuador:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     B-      Aug. 29, 2005
   Long Term IDR       B-      Dec. 14, 2005
   Short Term IDR      B       Dec. 14, 2005


* ECUADOR: Private Firms Carp on President's Decision on Bill
-------------------------------------------------------------
Multinational oil firms in Ecuador called President Alfredo
Palacio's decision to make only minor changes to the new
hydrocarbons bill a legal atrocity, the representative of the
companies informed EFE News Service.

According to EFE, the firms had asked President Palacio to veto
the bill passed by the Congress to give the government a 60%
share of profits when international oil prices surpass those
established in existing contracts.  The president decided to
make changes on the contracts instead, so that the government
and the foreign firms would have a 50-50 share.

Economy Minister -- Diego Borja -- told EFE that the partial
veto was intended to equitably share the profits brought by the
high international price of crude.  Mr. Borja had supported the
bill passed by Congress.

EFE reports that the president's decision would send the bill
back to Congress, who will vote on the changes.  The changes in
bill would need at least 51% of the lawmakers' votes for it to
be approved while overriding it and passing the original
legislation would require a two-thirds vote.

Private firms, according to EFE, stated that the hydrocarbons
law reform could hinder the free-trade negotiations with the US,
blaming the suspension of the talks to the dispute over the
government's intention to alter the oil contracts.

EFE relates that Mr. Borja told the leaders not to link the
reform with the Free Trade Agreement aka FTA and that President
Palacio has given instructions for the continuation of the trade
talks.

However, it was stated in the Troubled Company Reporter on April
10, 2006, that negotiations for the FTA between Ecuador and the
US ceased due to the hydrocarbon law reform.

US firms in Ecuador rejected the new law, which authorizes the
redistribution of oil profits due to the high oil prices.  The
US government, siding with the firms, stopped FTA negotiations
on services and environment.

The US will not continue the dialogue unless a change would be
implemented in the hydrocarbon law, Vinicio Baquero -- FTA
negotiating team member -- said to Prensa Latina.

As reported in the Troubled Company Reporter on April 4, 2006,
Ecuador's Congress passed a bill reforming the country's law on
hydrocarbons.  Under the new bill, contracts with foreign oil
producers will be revised giving the government a 60% split of
profits whenever oil market prices exceeds what's established in
existing contracts.

The old contracts give the state about 20% of profits, while
prices were pegged at US$15 per barrel.

Rene Ortiz -- president of the Hydrocarbon Industries
Association aka HIA -- had said that the will of the parties
reflected in the contracts could not be changed by a law.
According to him, the National Congress and the Executive would
be violating the basic principles of a contractual relationship
if they would approve the new law.

According to the HIA, existing contracts can only be changed
through renegotiations between the partiers involved -- not
unilaterally through a new law.

                        *    *    *

Fitch Ratings assigned these ratings on Ecuador:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     B-      Aug. 29, 2005
   Long Term IDR       B-      Dec. 14, 2005
   Short Term IDR      B       Dec. 14, 2005


=========
H A I T I
=========


* HAITI: Seeks International Help to Spur Economic Development
--------------------------------------------------------------
The Associated Press reports that Haiti's president-elect Rene
Preval appealed for urgent international help to spur
development in the Western Hemisphere's poorest country and
called on all Haitians to join in a national dialogue to promote
peace, democracy and stability.

President Preval said during a speech to a high-level meeting of
the United Nations Security Council, that the massive voter
turnout in the February 7 election which he won was "an eloquent
demonstration" of the Haitian people's commitment to live in
peace and take part in national reconstruction.

"Poverty, widespread unemployment, the state of dilapidation of
basic infrastructures that are necessary for development,
chronic insecurity - these are all the major challenges to be
faced by the next government," President Preval was quoted by
the AP as saying.

President Preval explained that increased international
assistance is "indispensable" to Haiti's economic recovery, to
create conditions for investment and job creation, to improve
social services, and to reform democratic institutions including
parliament, municipalities, the judicial system, and the
national police, the AP relates.

In a separate report, the Dominican government has echoed
President Preval's plea for economic help to representatives of
the European Union.


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


KAISER ALUMINUM: Kerry Shiba Gets Benefits Under Release Pact
-------------------------------------------------------------
In connection with Kerry Shiba's resignation as Kaiser Aluminum
& Chemical Corporation's Chief Financial Officer, the Company
and Mr. Shiba entered into a Release Agreement, a copy of which
was filed with the Securities and Exchange Commission.

Pursuant to the Release Agreement, KACC and Mr. Shiba agreed
that, in lieu of all other benefits to which Mr. Shiba might
otherwise be entitled from the Company and in consideration of
his satisfaction of certain post-termination obligations, he
would receive:

      (i) $141,796, representing earned long-term incentive
          awards for 2002 and 2003;

     (ii) a lump sum of $135,000;

    (iii) $42,577, representing payment for his accrued unpaid
          vacation;

     (iv) his earned 2005 short-term incentive without deduction
          or modifiers, based on Kaiser's results for 2005,
          payable on or before March 31, 2006;

      (v) an amount equal to Mr. Shiba's 2004 and 2005 earned
          long-term incentive, without deduction or modifiers,
          based on Kaiser results for 2004 and 2005, payable on
          or before March 31; and

     (vi) a lump sum of $135,000 to be paid on July 23, 2006.

Under the Release, KACC agreed to pay Mr. Shiba's COBRA premiums
for his medical and dental coverage through the earlier of:

    (a) the date Mr. Shiba becomes eligible for comparable
        medical coverage under another employer's health
        insurance plans; and

    (b) February 28, 2007.

Daniel D. Maddox, the Company's vice president and controller,
notes that the Release provides for a mutual release by KACC and
Mr. Shiba.  Mr. Shiba is also subject to certain non-
competition, non-disclosure and non-solicitation obligations
under the Release.

A full-text copy of the Release between Kerry A. Shiba and
Kaiser Aluminum & Chemical Corporation is available for free at:

          http://ResearchArchives.com/t/s?7ce

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company, along with its Jamaican subsidiaries
-- Alpart Jamaica Inc. and Kaiser Jamaica Corporation --  filed
for chapter 11 protection on February 12, 2002 (Bankr. Del. Case
No. 02-10429), and has sold off a number of its commodity
businesses during course of its cases.  Corinne Ball, Esq., at
Jones Day, represents the Debtors in their restructuring
efforts.  On June 30, 2004, the Debtors listed $1.619 billion in
assets and $3.396 billion in debts.  (Kaiser Bankruptcy News,
Issue No. 92; Bankruptcy Creditors' Service, Inc., 215/945-7000)


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


GRUPO MEXICO: Strike at La Caridad Continues
--------------------------------------------
The strike at Grupo Mexico SA de CV's La Caridad mine went on
even though the smelter and refinery workers agreed to a revised
contract, Juan Rebolledo -- the company's spokesman -- told Dow
Jones Newswires.

Dow Jones relates that Mr. Rebolledo denied rumors that the
strike was over because of the agreement.  According to the
spokesman, the more than 1,000 union workers who worked at the
mine remained on strike.

"The smelter and refinery workers were in talks all day and have
agreed to a revised contract and are back at work after the
meeting," Mr. Rebolledo told Dow Jones, adding that those
workers might have been mistaken as the La Caridad mine workers.

Mr. Rebolledo informed Dow Jones that the smelter and refinery
are still in production using concentrate from Grupo Mexico's
Cananea mine.  However, as Dow Jones states, the La Caridad
demonstration is costing the company about 700,000 pounds of
copper a day.

As reported in the Troubled Company Reporter on March 28, 2006,
workers at the La Caridad mine went on strike after the mine
operator Industrial Minera Mexico reportedly refused to conduct
a collective contract review.

The country's labor ministry has extended the review deadline
again, the STMMRM union complained to Business News.

According to Dow Jones Newswires, the deadline -- originally set
on March 5 -- had been put back several times.

The STMMRM said in the statement that the workers in the union's
section 298, which represents La Caridad, are demanding that
Grupo Mexico fulfill its legal obligation and negotiate the
collective contract.

As reported by the Troubled Company Reporter on Oct. 31, 2005,
that Grupo Mexico had agreed to pay each worker in the La
Caridad about MXN10,000 after a day of strike.

Dow Jones Newswires recalled that workers went on strike due to
Grupo Mexico's alleged refusal to share profits from 2003
results.

As reported in the Troubled Company Reporter on April 3, 2006,
the union's ratification of Napoleon Gomez Urrutia's leadership
has been rejected by the Mexican Labor Ministry despite the
union's threat of taking further action alongside other unions.
The ministry was firm on its decision of recognizing Elias
Morales as the union's head.

The ministry said that the extraordinary general convention held
by the union between March 18 and 19 in Monclova -- where
majority of the 250,000-member union's 130 chapters ratified Mr.
Urrutia's leaderhip --failed to meet attendance and other
requirements set out in the union's laws.

According to Dow Jones, the ministry recognizes Mr. Morales as
the union's leader and cited a February 17 notification from the
union's oversight committee on Mr. Morales' appointment as union
head in place of Mr. Urrutia, who is being investigated by the
government for an alleged embezzlement of the $55 million
payment made by Grupo Mexico to the union last year.  One of the
supposed signatories, however, has denied having signed the
document.

The leadership conflict had sparked a nationwide strike that
started on walkouts at Grupo Mexico's La Caridad mine last week
due to a contract revision.

Several hundred members joined the demonstration outside the
ministry, demanding that the ministry accept the notification of
Mr. Urrtia's leadership, unfreeze union bank accounts and keep
Mr. Morales from involving in union affairs.

The union said it would remain on strike and refuse to resume
contract talks unless the negotiating team is appointed by Mr.
Urrutia.

Grupo Mexico SA de C.V. -- http://www.grupomexico.com/--  
through its ownership of Asarco and the Southern Peru Copper
Company, Grupo Mexico is the world's third 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 C.V.:

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


JABIL CIRCUIT: Discloses Second Fiscal Quarter Financial Results
----------------------------------------------------------------
Jabil Circuit, Inc. (NYSE:JBL), reported net revenue for the
second quarter of fiscal 2006 ended February 28, increased 35%
to $2.3 billion compared to $1.7 billion for the same period of
fiscal 2005.

Under accounting principles generally accepted in the United
States of America, operating income for the second quarter of
fiscal 2006 increased 44% to $83.3 million compared to

$57.8 million for the same period of fiscal 2005.  On a GAAP
basis, net income for the second quarter of fiscal 2006
increased 50% to $69.0 million compared to $46.0 million for the
same period in fiscal 2005.

Jabil's second quarter of fiscal 2006 core operating income
increased 41% to $96.2 million or 4.2% of net revenue compared
to $68.1 million or 4.0% of net revenue for the second quarter
of fiscal 2005.  Core earnings increased 43% to $78.7 million
compared to $54.9 million for the second quarter of fiscal 2005.

Quarterly Highlights

   -- cash flow from operations was approximately $6 million for
      the second quarter of fiscal 2006;

   -- sales cycle for the second quarter of fiscal 2006 was 19
      days;

   -- annualized inventory turns for the second quarter of
      fiscal 2006 were nine;

   -- capital expenditures for the second quarter of fiscal 2006
      were approximately $53 million;

   -- depreciation for the second quarter of fiscal 2006 was
      approximately $44 million;

   -- cash and cash equivalent balances were $919 million at the
      end of the second quarter of fiscal 2006; and

   -- Return on Invested Capital was 19% for the second quarter
      of fiscal 2006.

                        Business Outlook

"We are pleased with our second quarter results and the growing
strength of the business in the second half of our fiscal year,"
said Jabil President and CEO Timothy L. Main.  "Demand for
Jabil's outsourcing services continues to be broad-based across
numerous markets."

The company updated and raised its full fiscal year 2006
guidance to 32 percent growth over fiscal 2005.  Jabil said it
currently expects fiscal year 2006 revenue of $9.9 billion, $600
million higher than guidance the company provided in December
2005.

Jabil Circuit, Inc. -- http://www.jabil.com/-- is an electronic
product solutions company providing comprehensive electronics
design, manufacturing and product management services to global
electronics and technology companies.  Jabil Circuit has more
than 50,000 employees and facilities in 20 countries, including
Brazil, Mexico, Europe and Asia.

Standard & Poor's Ratings Services places a BB+ preliminary
rating on Jabil Circuit's $1.5 billion senior and subordinated
debts in August 19, 2005.


===========
P A N A M A
===========


KANSAS CITY SOUTHERN: Meridian Speedway Project Gets Clearance
--------------------------------------------------------------
Kansas City Southern and Norfolk Southern said that they have
cleared the last regulatory hurdle for the proposed KCS/NS joint
venture transaction involving KCS' Meridian Speedway.  The U.S.
Surface Transportation Board concluded its environmental review,
thereby making that approval effective as of 12:01 a.m. Eastern
Daylight Time, April 10, 2006.

On Dec. 2, 2005, KCS and NS announced an agreement to form a
joint venture to increase capacity and improve service on KCS'
Meridian Speedway between Meridian, Miss., and Shreveport, La.
This rail line is an important direct rail connection moving
rail traffic between the southeast and southwest U.S.  The joint
venture involves the contribution of KCS' 320-mile line between
Meridian and Shreveport to the joint venture company and an NS
investment of US$300 million in cash, substantially all of which
will be used for capital improvements to increase capacity.  The
transaction was subject to regulatory approval from the STB.

"We are delighted with the completion of the regulatory process
for our joint venture transaction," said Michael R. Haverty,
chairman, president and chief executive officer of Kansas City
Southern.  "Now we can move forward with it and begin
implementing the capacity and service improvements that it will
allow along this very important transcontinental rail corridor."

Norfolk Southern chief executive officer Wick Moorman said, "We
are eager to move ahead with the innovative joint venture.  The
Meridian Speedway project is a creative approach to improving
the overall fluidity of the nation's rail network, and it will
help us deliver the kind of service our customers require and
deserve."

Headquartered in Kansas City, Mo., KCS is a transportation
holding company that has railroad investments in the U.S.,
Mexico and Panama. Its primary U.S. holding is The Kansas City
Southern Railway Company, serving the central and south central
U.S. Its international holdings include Kansas City Southern de
Mexico, S.A. de C.V., serving northeastern and central Mexico
and the port cities of Lazaro Cardenas, Tampico and Veracruz,
and a 50% interest in Panama Canal Railway Company, providing
ocean-to-ocean freight and passenger service along the Panama
Canal.  KCS' North American rail holdings and strategic
alliances are primary components of a NAFTA Railway system,
linking the commercial and industrial centers of the U.S.,
Canada and Mexico.

                   About Norfolk Southern

Norfolk Southern is one of the nation's premier transportation
companies.  Its Norfolk Southern Railway subsidiary operates
approximately 21,200 route miles in 22 states, the District of
Columbia and Ontario, Canada, serving every major container port
in the eastern U.S. and providing superior connections to
western rail carriers.  NS operates the most extensive
intermodal network in the East and is North America's largest
rail carrier of automotive parts and finished vehicles.

                  About Kansas City Southern

Headquartered in Kansas City, Mo., Kansas City Southern --
http://www.kcsi.com/-- is a transportation holding company that
has railroad investments in the U.S., Mexico and Panama.  Its
primary U.S. holdings include The Kansas City Southern Railway
Company, founded in 1887, and The Texas Mexican Railway Company,
founded in 1885, serving the central and south central U.S.  Its
international holdings include a controlling interest in TFM,
S.A. de C.V., serving northeastern and central Mexico and the
port cities of Lazaro Cardenas, Tampico and Veracruz, and a 50%
interest in The Panama Canal Railway Company, providing ocean-
to-ocean freight and passenger service along the Panama Canal.
KCS' North American rail holdings and strategic alliances are
primary components of a NAFTA Railway system, linking the
commercial and industrial centers of the U.S., Canada and
Mexico.

                        *     *     *

As reported by the Troubled Company Reporter on April 6, 2006,
Moody's Investors Service placed under review for possible
downgrade all debt ratings of Kansas City Southern or KCS, and
its wholly owned subsidiaries The Kansas City Southern Railway
Company or KCSR, with senior unsecured at B2, and Kansas City
Southern de Mexico, S.A. de C.V. or 'KCSM', formerly TFM S.A. de
C.V., with senior unsecured at B2.  Moody's review was prompted
by the inability of KCS to file its Form 10-K after requesting
an extension and indicating the filing would be made by March
31, 2006.


KANSAS CITY SOUTHERN: S&P Downgrade Corp. Rating to B from BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kansas City Southern and Kansas City Southern de
Mexico S.A. de C.V., previously TFM S.A. de C.V., to 'B' from
'BB-'.  The company's senior secured debt rating was lowered to
'BB-' from 'BB+' and senior unsecured debt rating lowered to 'B-
' from 'B+'.  The 'CCC' rating on the preferred stock rating
remains on CreditWatch.  All ratings remain on CreditWatch with
negative implications, where they were placed April 4, 2006.

"The rating actions reflect our increased concerns regarding
Kansas City Southern's liquidity position," said Standard &
Poor's credit analyst Lisa Jenkins.  In its 10-K filed on
Friday, Kansas City Southern disclosed that its total liquidity
was about US$68 million at Dec. 31, 2005, and that liquidity was
further reduced on March 31, 2006, by various payments totaling
US$44 million.  Much of the US$44 million in payments related to
the settlement of obligations owed to TMM, Kansas City
Southern's former joint venture partner.

Kansas City Southern has gotten waivers from its bank-lending
group for various covenant violations in recent months and is
replacing its existing facility with a new facility.  The new
facility, which is expected to close this month, will be the
same size as the existing facility and will contain terms and
conditions similar to the existing facility, but with some added
flexibility. However, liquidity will remain constrained due to
bond indenture restrictions. At Dec. 31, 2005, Kansas City
Southern failed to meet the consolidated coverage ratio
(EBITDA/interest expense) threshold of 2.00:1 included in its
bond indentures.

The company has stated that it expects to remain below this
threshold until the end of the third quarter of 2006.  Failure
to meet this threshold limits the company's ability to pay cash
dividends and to incur additional indebtedness except to repay
existing debt.

Kansas City Southern first disclosed its failure to meet the
bond indenture covenant threshold in mid-March 2006.  The
covenant issue arose primarily because of a noncash charge of
US$37.8 million incurred in the third quarter of 2005 to
recognize additional costs related to occupational and personal
injury claims.  The company called for a shareholder meeting to
vote on a proposed amendment to terms of its 4.25% preferred
stock, series C, to allow for the payment of dividends in stock
(the current terms allow only for payment of dividends in cash),
but the meeting was adjourned due to failure to achieve a
quorum.  If shareholder approval is granted, the ratings on the
preferred stock will be reevaluated in the context of the
agreement reached with the shareholders and Kansas City
Southern's overall credit quality.  Failure to achieve
shareholder approval for the change in terms would likely result
in a lowering of the rating to 'C' until the next dividend
payment due date (mid-May) and then 'D' once the dividend
payments are missed.


* PANAMA: Creates Committee to Develop Small Enterprises
--------------------------------------------------------
A national microcredit committee has been created by the
government of Panama to facilitate the development of micro,
small and medium-sized enterprises, Business News Americas
reports.

According to local daily Prensa, the committee consists of
government and private sector officials.  It will be responsible
for creating strategies to develop the enterprises.

The government considers these institutions as the key to
development of the financial system, La Prensa reports.

                        *    *    *

Fitch Ratings assigned these ratings on Panama:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling    BBB      Apr.  8, 2005
   Long Term IDR      BB+      Dec. 14, 2005
   Short Term IDR       B      Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     BB+      Dec. 14, 2005


* PANAMA: Restarts Free Trade Negotiations with Costa Rica
----------------------------------------------------------
Panama restarted the free trade talks with Costa Rica on Monday
at Pananma City, according to La Prensa.

Xinhua recalls that the talks had been stalled in 2002 when
Costa Rica denied Panama access to its telecommunications and
insurance markets, citing that they would be run by the state-
owned monopolies in Panama.

Costa Rica also wanted Panama to open its markets for dairy
products and pork sausages when the National Farmers Association
of Panama had insisted the two items be excluded from the
agreement, Xinhua relates.

Alejandro Ferrer -- Panama's trade and industry minister -- was
however optimistic about the current round of the restarted
talks, Xinhua reports.

According to Xinhua, Costa Rica is Panama's largest trading
partner in South America.  In 2005, Panama's export to Costa
Rica reached US$39 million while the products it bought from the
country was about US$195 million.

As reported in the Troubled Company Reporter on March 10, 2006,
the Central American Integration System Special Meeting of Heads
of State or Government allowed Panama to relaunch negotiations
for a Free Trade Agreement.

The SICA Summit held on March 9, 2006, on the sidelines of the
24th Expocomer International Fair was attended by the Presidents
of:

  -- Costa Rica, Abel Pacheco;
  -- Honduras, Manuel Zelaya, and
  -- Dominican Republic, Leonel Fernandez.

Officials of the Ministry of Trade and Industries recalled that
Panama had managed to set in motion an FTA with El Salvador.
However, the country is interested in promoting talks to
strengthen links with all Central American neighbors, Business
News Americas states.

Panama had sealed an FTA with Singapore, reached an
understanding with Chile in this regard and is negotiating a
similar pact with the United States.

                        *    *    *

As reported in the Troubled Company Reporter on Mar. 10, 2006,
Fitch rates Costa Rica's foreign and local currency issuer
default ratings 'BB' and 'BB+', respectively.  Fitch said the
Rating Outlook is Negative.

                        *    *    *

Fitch Ratings assigned these ratings on Panama:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling    BBB      Apr.  8, 2005
   Long Term IDR      BB+      Dec. 14, 2005
   Short Term IDR       B      Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     BB+      Dec. 14, 2005


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


GLOBAL HOME: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Global Home Products LLC
        550 Polaris Parkway, Suite 500
        Westerville, OH 43082
        Tel: (614) 823-3950

Bankruptcy Case No.: 06-10340

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                    Case No.
      ------                                    --------
      GHP Holding Company LLC                   06-10341
      GHP Operating Company LLC                 06-10343
      Anchor Hocking Acquisition, Inc.          06-10346
      AH Acquisition Puerto Rico, Inc.          06-10349
      Anchor Hocking, Inc.                      06-10350
      Anchor Hocking Consumer Glass Corp.       06-10353
      Anchor Hocking CG Operating Company LLC   06-10354
      Anchor Hocking Operating Company LLC      06-10355
      Burnes Acquisition, Inc.                  06-10356
      Intercraft Company                        06-10357
      Burnes Puerto Rico, Inc.                  06-10359
      Picture, LLC                              06-10360
      Burnes Operating Company LLC              06-10362
      Mirro Acquisition Inc.                    06-10363
      Mirro Operating Company LLC               06-10364
      Mirro Puerto Rico, Inc.                   06-10365

Type of Business: The Debtor is an international dealer of
                  houseware and home products. It is a
                  leading manufacturer of high quality glass
                  products for consumers and the food
                  services industry, and one of the largest
                  designers and marketers of photo frames,
                  photo albums and related home decor products.
                  See http://www.anchorhocking.com/and
                  http://www.burnesgroup.com/

Chapter 11 Petition Date: April 10, 2006

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: Bruce Grohsgal, Esq.
                  James E. O'Neill, Esq.
                  Laura Davis Jones, Esq.
                  Sandra G.M. Selzer, Esq.
                  Pachulski, Stang, Ziehl,
                  Young, Jones & Weintraub LLP
                  919 North Market Street, 16th Floor
                  Wilmington, Delaware 19801
                  Tel: (302) 778-6403
                  Fax: (302) 652-4400

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  More than $100 Million

Debtors' 40 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Zhejian Taizhou Aishida          Trade               $4,563,554
Electrical Equipment
No. 01 Baizhang Road
Economic Development Zone
Wengling, Zhejaing, China

Zhejiang Supor Cookware          Trade               $4,265,089
Co. Ltd.
BCA FA Ach/Zhejiang
Supor Cookware
Zhejaing, China

Amerada Hess Corporation         Trade               $3,706,265
P.O. Box 905243
Charlotte, NC 28290-5243

Lewisburg Container              Trade               $1,972,578
Company, Inc.
P.O. Box 873525
Kansas City, MO 64187-3525

Imasa LC                         Trade               $1,961,349
Industria Mexicana Del
Aluminio
70 Northeast Loop 410
Suite 525
San Antonio, TX 78216

Morrison Express Corp.           Trade               $1,237,622
114 Southfield Parkway
Suite 170
Forest Park, GA 30297

Packaging Credit Co.             Trade               $1,094,561
36596 Treasury Center
Chicago, IL 60694-6500

Chu Kwun Kee Metal Mfy. Ltd.     Trade                 $999,077
6/F CKK Industrial Building
1 On Lok Mun Street
Fanling NT, Hong Kong

Perot Systems Corp.              Trade                 $997,786
13880 Dulles Corner Lane
Herndon, VA 20171-4600

Novelis Do Brasil Ltda.          Trade                 $807,818
Itaubrsp F/C Alcan
Aluminio Do Bras
Av. Das Nacoes Unidas
12551 15 Andar
Sao Paulo, SP 04578-000

Color Box, Inc.                  Trade                 $789,854
P.O. Box 751876
Charlotte, NC 28275-1876

Timberline Packaging, Inc.       Trade                 $685,839
400 Technology Drive
Coal Center, PA 15423

International Paper              Trade                 $600,220
1689 Solutions Center
Chicago, IL 60677-1006

Hellmann Worldwide-Atlanta       Trade                 $552,320
2250 Spiegel Drive, Suite #9
Groveport, OH 43125

FMC Wyoming Corp.                Trade                 $549,425
P.O. Box 75103
Charlotte, NC 28275

Asia Trading Co.                 Trade                 $509,668
Unit 401, Tower II
South Seas Centre
75 Mody Road
Kowloon, Hong Kong

Xiamen Jun-Yi Metal Co. Ltd.     Trade                 $489,723
Building No. 1
Jiwei Industrial Workshop
Xianhou Village, Heshan Town
Xiamen, Fujian, 361009 China

Sairwind Co. Ltd.                Trade                 $432,456
Liao-Zai
Yuan-Zhou
Bo-Luo
Hui-Zhou

Jame Most Enterprise             Trade                 $399,551
Company Ltd.
Sound Trade Ltd.
No. 1-2 Lane 56
Chung Cheng Road
Hsin Chuang
Taipei, Dongguang

Power King Enterprise Ltd.       Trade                 $358,100
BB&T Factors Corporation
P.O. Box 890011
Charlotte, NC 28289-0011

Shenang Xingguang                Trade                 $356,363
Tempered Glass
XG Operation Intl. Ltd.
24A, Block C, ChangLe Building
Baihua 4th Road, FuTian District
ShenZen, China
Guangdong 518028

She Shine Enterprise Co. Ltd.    Trade                 $354,474
No. 42-9, Pei Tao Li
Tan Shui Chen
Taipei, Hsien

Niagara Plastics LLC             Trade                 $322,947
P.O. Box 1362
Buffalo, NY 14240

Champion Graphics Corp.          Trade                 $257,385
3901 Virginia Avenue
Cincinnati, OH 45227

Carolina Component               Trade                 $241,201

Inteplast Group Ltd.             Trade                 $232,615

Akzo Nobel Non-Stick Coatings    Trade                 $228,756

Superior Laminating LLC          Trade                 $225,588

New Leaf (HK) Ltd.               Trade                 $221,801

Inter-Rep Associates, Inc.       Trade                 $218,464

Imusa                            Trade                 $205,798

Columbus Paper Box               Trade                 $199,007

Sherwin Williams, S.A. de C.V.   Trade                 $198,908

Durobor S.A.                     Trade                 $198,821

U.S. Silica Company              Trade                 $195,588

Transamerica International Ltd.  Trade                 $195,527

Unisource Worldwide, Inc.        Trade                 $192,211

Grimm Industries                 Trade                 $189,588

Cam Pazarlama A.S.               Trade                 $185,031

Filtrona Extrusion Inc.          Trade                 $183,807
Columbia


MUSICLAND HOLDING: Gets Court Nod to Honor Prepetition Debts
------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 27, 2006,
Musicland Holding Corp. and its debtor-affiliates paid corporate
employees under the Management Incentive Program for performance
meeting various profitability or operational goals.

For fiscal year 2006, the Debtors have not, to date, made any
Corporate MIP payments.  The Debtors also did not make any
Corporate MIP payouts for fiscal year 2005.

Thus, the Debtors sought authority to continue and honor any
prepetition obligations owed under the Corporate MIP.

The Debtors also sought to enhance the Corporate MIP solely for
fiscal year 2006, to properly reward certain regular, full-time
officers, directors, managers, and specifically identified
individual contributors that have and will continue to play a
critical role in the Debtors' restructuring.

Under the modified Corporate MIP, the Debtors propose to pay 25%
of the current Corporate MIP fiscal year 2006 Target Bonuses to
the Eligible Employees.  In addition, the Modified Corporate MIP
will reward the Eligible Employees for their efforts in the
Debtors' restructuring.

The Debtors believe that Modified Corporate MIP is critical to
their postpetition compensation structure to properly
incentivize the Eligible Employees that will be formulating and
implementing the initiatives necessary for the Debtors to
accomplish their financial and operational goals during their
Chapter 11 Cases.

                        *    *    *

Judge Stuart M. Bernstein authorizes, but does not direct, the
Debtors to honor and pay the Shrink Plan, the Severance Program,
and the Field MIP in accordance with their current policies.
The Court rules that the Debtors will keep the Official
Committee of Unsecured Creditors informed of their intention to
make those payments.

Headquartered in New York, New York, Musicland Holding Corp., is
a specialty retailer of music, movies and entertainment-related
products in the United States, Puerto Rico, and the Virgin
Islands.  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.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 215/945-7000)


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


PETROLEOS DE VENEZUELA: Plans Guarapiche Gas Block Tender
---------------------------------------------------------
Venezuela's energy and oil ministry plans to tender the offshore
Guarapiche gas block and seek a partner for state oil firm
Petroleos de Venezuela SA in block 1 of the Plataforma Deltana,
the Oil & Gas Journal reports.

"Right now we will go with just two big areas, block 1 in
Plataforma Deltana and Guarapiche. We will not go into the
Orinoco River delta [offshore eastern Venezuela near Trinidad]
that much because of environmental questions," PDVSA President
Rafael Ramirez was quoted by the Journal as saying.

The Orinoco River delta is an ecologically fragile region where
the sea and the river meet and is also home to several thousand
indigenous people.

Minister Ramirez said that the schedule for the Guarapiche
tender will be announced "soon."

When asked where the gas will go, Minister Ramirez told the
Journal "the first option is the domestic market, then exporting
to the Caribbean islands and then industrialization" at the
Cigma petrochemicals complex, which will be built on the coast
near the E&P areas of eastern Venezuela.

The Journal says that Venezuela needs 1.5 barrels per cubic feet
per day more for refining, manufacturing of petrochemicals and
expansion of crude production.

Licenses for offshore natural gas E&P in five new blocks were
granted last year to private and domestic energy firms.

PDVSA is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical and coal industry,
as well as planning, coordinating, supervising and controlling
the operational activities of its divisions, both in Venezuela
and abroad.

                        *    *    *

On Jan. 23, 2005, Fitch Ratings upgraded the local and foreign
currency ratings of Petroleos de Venezuela S.A. aka PDVSA to
'BB-' from 'B+'.  The rating of PDVSA's export receivable future
flow securitization, PDVSA Finance Ltd, was also upgraded to
'BB+' from 'BB'.  In addition, Fitch has assigned PDVSA a
'AAA(ven)' national scale rating.  The Rating Outlook is Stable.
Both rating actions follow Fitch's November 2005 upgrade of
Venezuela's sovereign rating.


* VENEZUELA: Pres. Chavez Postulates Parallel Free Trade Pacts
--------------------------------------------------------------
President Hugo Chavez has suggested the execution of Fair
Freeing Trade Agreements as an alternative to the Free Trade
Agreements entered into by the United States and several Latin
American nations, the El Universal reports.

President Chavez described the FFT as "an economic treaty beyond
neo-liberalism and capitalism."

"Sooner than later, the demolishing effects on businesspersons
of our countries will be felt," El Universal quoted President
Chavez's opinion about the FTA's between the United States and
the Latin American nations Colombia, Dominican Republic,
Guatemala and Costa Rica.

The president cited Bolivia's soja growers that he said, are on
the brink of bankruptcy due to the Colombian FTA.  Now, Colombia
will buy the commodity from the United States.

The Venezuelan president stressed the difficulty of competing
with products from the United States because they are subsidized
by the government and employs advance technologies

                        *    *    *

Venezuela's foreign currency long-term debt is rated B2 by
Moody's, B+ by Standard & Poor's, and BB- by Fitch.


* VENEZUELA: Wants Oil Price Pegged at US$50 Per Barrel
-------------------------------------------------------
Venezuelan President Hugo Chavez said in reports that he plans
to ask the Organization of Petroleum Exporting Countries to peg
the price of oil at US$50 per barrel during the cartel's meeting
in Caracas on June 1.

Last month, Venezuela asked OPEC members to lessen oil
production by a million barrels per day.  Venezuela's demand was
overruled by Saudi Arabia.  The cartel kept production at 28
million barrels per day.

President Chavez was quoted by El Universal as saying that oil
prices have risen dramatically since he assumed power in 1999,
and argued that this was in part due to his efforts to
strengthen OPEC.

"At the time, oil was selling for seven dollars a barrel and we
organized a meeting here in Caracas (in October 2000),"
President Chavez said.  From that time on, the president added,
"Venezuela has been at the forefront of OPEC," El Universal
relates.

                        *    *    *

Venezuela's foreign currency long-term debt is rated B2 by
Moody's, B+ by Standard & Poor's, and BB- by Fitch.


                        ***********


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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Maryland USA.  Lyndsey Resnick, Marjorie C. Sabijon, Sheryl Joy
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Copyright 2006.  All rights reserved.  ISSN 1529-2746.

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