TCRLA_Public/060421.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Friday, April 21, 2006, Vol. 7, Issue 79

                            Headlines

A R G E N T I N A

AEROLINEAS ARGENTINAS: Resumes Flights to Chapelco Yesterday
TRANSENER: Fitch Withdraws B- Rating on Restructured Debt
COOPERATIVA DE CONSUMO: Court Closes Reorganization Proceeding
EMPRESA DISTRIBUIDORA: Fitch Withdraws International Ratings
IMPSAT: Hires Goldman Sachs to Facilitate Sale of Company

JOYERIA RICCIARDI: Commences Bankruptcy on Court Orders
METALURGICA GAONA: Buenos Aires Court Declared Company Bankrupt
RECUFIBRA S.A.: Concludes Reorganization After Plan Confirmation
SANBUESI S.A.: Court Converts Liquidation to Reorganization
SOCIEDAD COMERCIAL: Supreme Court Reviews Restructuring Result

* ARGENTINA: Natural Gas Exports from Bolivia Resumed

B E R M U D A

GLOBAL CROSSING: To Provide IP Support to Banco Santander
PXRE GROUP: Asks Fin. Strength & Claims Paying Ratings Withdrawn

B O L I V I A

* BOLIVIA: Resumes Natural Gas Exports to Argentina

B R A Z I L

AES CORP: Brazilian Units Invest US$232MM to Improve Operations
BANCO CITIBANK: S&P Assigns Low B Loca Currency Credit Rating
BANCO DO BRASIL: Probe on Former Execs Tarnishes Bank's Image
BRASKEM: Announces US$200 Million Perpetual Bond Offering
CIA SIDERURGICA: Hiking Prices on Domestic Market This Month

COMPANHIA ENERGETICA: Moody's LatAm Changes Outlook to Positive
TELEMAR GROUP: Plans to Consolidate Stock & Change Name
VARIG: Officials Discuss Closure Contingency Plans

C A Y M A N   I S L A N D S

ALMATIS INVESTMENTS I: Holding Final General Meeting on May 8
CI TRADE: Sets May 3 Proofs of Claim Filing Deadline
DIVERSIFIED CREDIT: Creditors Must File Claims by May 10
ORICO KNIGHT: Creditors Must File Proofs of Claim by May 23
SEED PROPERTIES: Filing of Creditors' Proofs of Claim Ends May 3

TMB BANK (CAYMAN): Moody's Assigns (P)Ba2 on Proposed Securities

C H I L E

AES CORP: S&P Upgrade Reflects Reduced Parent-Level Leverage
ENDESA CHILE: Will Sign US$4 Bil. Joint Venture with Colbun SA

C O L O M B I A

COLOMBIA TELECOM: Telefonica Plans to Invest US$670 Million
TRANSTEL INTERMEDIA: Fitch Puts CCC+ Rating on US$165M Sr. Notes
TRANSTEL INTERMEDIA: S&P Affirms B- Corporate Credit Rating

C U B A

* CUBA: Plans to Import More Food from Nebraska, USA

D O M I N I C A N   R E P U B L I C

* DOMINICAN REPUBLIC: Sets Up Plan to Face Oil Price Hikes

E L   S A L V A D O R

MILLICOM INTERNATIONAL: Receives US$4B Offer from China Mobile

* EL SALVADOR: Sells US$400 Million Reopened Global Bond

H O N D U R A S

BANCO NACIONAL: Head Denies Reports on Possible Bankruptcy

J A M A I C A

MIRANT CORP: NY-Gen Unit Gets Access to $5 Million DIP Financing

M E X I C O

BALLY TOTAL: Enters Into Executive Services Agreement With Tatum
GRUPO MEXICO: La Caridad 26-Day Protests Result to Arrests

P A R A G U A Y

PARMALAT GROUP: Citibank Can Sue Parmalat Paraguay S.A.
PETROLEO BRASILEIRO: Purchases Shell's Businesses in Paraguay

P U E R T O   R I C O

G+G RETAIL: Court Approves CRP's Retention as Crisis Managers
OCA INC: Committee Taps William Steffes as Local Counsel
OCA INC: Has Until October 10 to Make Lease-Related Decisions

T R I N I D A D   &   T O B A G O

DIGICEL: Arbitration Panel Unable to Issue Interconnection Rates

V E N E Z U E L A

CITGO: Will Pay US$50 Million to Settle Dispute with Lyondell
ELECTRICIDAD DE CARACAS: Pays US$0.0371 Per Share Dividend

* VENEZUELA: Opens Caruachi Hydroelectric Power Plant


                         - - - - -

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


AEROLINEAS ARGENTINAS: Resumes Flights to Chapelco Yesterday
------------------------------------------------------------
Aerolineas Argentinas or Austral resumed their flights to
Chapelco airport, in San Martin de los Andes yesterday, April
20, since the problem with the radio aid system or VOR that kept
the airport out of order since April 10 was solved.

The Companies had planned to resume their flights to Chapelco on
May 31, but the problem in the radio aid system has been solved
fast.

Aerolíneas Argentinas or Austral will resume their thrice a week
services -- Thursdays, Saturdays and Sundays:

  -- departing from Jorge Newbery Airport at 11:15 a.m. and
     arriving at Chapelco airport at 1:35 p.m. and

  -- departing from Chapelco at 2:05 p.m. and arriving back at
     Buenos Aires at 4:00 p.m.

                        *    *    *

As reported in the Troubled Company Reporter on June 15, 2000,
Aerolineas Argentinas needed a US$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 US$300 million in 2000.

                        *    *    *

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


TRANSENER: Fitch Withdraws B- Rating on Restructured Debt
---------------------------------------------------------
Fitch Ratings has assigned a 'B-' to the restructured debt of
Compania de Transporte de Energia Electrica en Alta Tension aka
Transener S.A., including its foreign and local currency ratings
and simultaneously has withdrawn these ratings consistent with
Fitch's policies.  Fitch will continue to rate Transener S.A. on
the national scale.


COOPERATIVA DE CONSUMO: Court Closes Reorganization Proceeding
--------------------------------------------------------------
The reorganization of Cooperativa de Consumo La Estrella Ltda.
has been concluded.  Data revealed by Infobae on its Web site
indicated that the process was concluded after the Civil and
Commercial Court of Cipoletti in Rio Negro homologated the debt
agreement signed between the Company and its creditors.


EMPRESA DISTRIBUIDORA: Fitch Withdraws International Ratings
----------------------------------------------------------
Fitch Ratings has withdrawn the international foreign and local
currency ratings of Empresa Distribuidora y Comercializadora
Norte S.A. -- Edenor, consistent with Fitch's policies.

Edenor has recently concluded a restructuring of its US$537
million debt which it defaulted in 2002.  The restructuring
scheme involves a combination of cash and new notes through a
voluntary offer and out-of-court restructuring agreement.


IMPSAT: Hires Goldman Sachs to Facilitate Sale of Company
---------------------------------------------------------
Argentine telecommunications firm Impsat SA has hired Goldman
Sachs to conduct the sale of the company, according to Brazilian
newspaper Valor.  The paper says that interested investors are
supposed to submit their bids within the following weeks.

Telmex, Telefonica and Comsat are said to be possible candidates
to take over Impsat.  However, Comsat sources told Argentine
business paper El Cronista that the company conducted a due
diligence process in late 2005 without having a particular
interest in the deal.

The company, which provides telecommunications networks and
Internet services in seven Latin American countries and the USA,
applied for bankruptcy protection in the USA in 2002 and
concluded the process in March 2005.  The process made Impsat
reduce liabilities from US$1 billion to US$261 million.

Impsat was founded by the Pescarmona group.  Then Enrique
Pescarmona transferred the company to creditors W.R. Huff Asset
Management and Morgan Stanley and supplier Nortel.  In November
2004, Nortel sold US$147 million in preferred debt convertible
into shares to its two partners

Impsat registered an increase in billing during 2005 but the
losses also went up from US$14.2 million in 2004 to US$36.2
million.


JOYERIA RICCIARDI: Commences Bankruptcy on Court Orders
-------------------------------------------------------
Joyeria Ricciardi S.A.C.I. y A. entered bankruptcy protection
after a Buenos Aires civil and commercial tribunal ordered the
company's liquidation.  The order effectively transfers control
of the company's assets to a court-appointed trustee who will
supervise the liquidation proceedings.

Infobae reports that the court selected Luis Juan Kuklis as
trustee.  Mr. Kuklis will be verifying creditors' proofs of
claims.

Infobae did not reveal in its Web site the deadline for the
verification of claims as well as the dates for the submission
of the individual and general reports.

The trustee can be reached at:

            Luis Juan Kuklis
            Lavalle 4619
            Buenos Aires, Argentina


METALURGICA GAONA: Buenos Aires Court Declared Company Bankrupt
---------------------------------------------------------------
Court No. 5 of Buenos Aires' civil and commercial tribunal
declared local company Metalurgica Gaona S.R.L. bankrupt,
relates La Nacion.

Clerk No. 9 assists the court on the case.

The court did not disclose the name of the appointed trustee as
well as the dates for the end of the verification of claims and
the submission of the individual and general reports.

The debtor can be reached at:

           Metalurgica Gaona S.R.L.
           Castro Barros 1193
           Buenos Aires, Argentina


RECUFIBRA S.A.: Concludes Reorganization After Plan Confirmation
----------------------------------------------------------------
The settlement plan proposed by Recufibra S.A. for its creditors
acquired the number of votes necessary for confirmation.  The
plan has been endorsed by Lomas de Zamora's civil and commercial
court and will now be implemented by the company.


SANBUESI S.A.: Court Converts Liquidation to Reorganization
-----------------------------------------------------------
Sanbuesi S.A. will proceed with reorganization after Court No. 3
of the Buenos Aires civil and commercial tribunal converted the
company's ongoing bankruptcy case into reorganization, states
Infobae.

Under insolvency protection, the company will be able to draft a
proposal designed to settle its debts with creditors.
Reorganization also prevents an outright liquidation.

Fernando Marziale, the court-appointed trustee, will verify
creditors' proofs of claim.  Creditors with unverified claims
will not be able to participate in the company's settlement
plan.

Infobae did not reveal the deadline for the submission of
creditors' claims as well as the dates for the presentation of
the individual and general reports in court.

Sanbuesi was declared bankrupt in March at the behest of its
creditor, Cooperativa Concred Ltda., owed US$6,500 by the
company.

The trustee can be reached at:

            Fernando Marziale
            Avenida Callao 930
            Buenos Aires, Argentina


SOCIEDAD COMERCIAL: Supreme Court Reviews Restructuring Result
--------------------------------------------------------------
Argentine holding company Sociedad Comercial del Plata S.A.
(SCP) will have its formal debt restructuring proceeding revised
by the Supreme Court.  Although SCP's debt restructuring got
court approval two years ago, a prosecutor and some creditors
are still opposing it.

The National Commercial Court of Appeal, which had validated
SCP's proceedings, took into account a complaint filed by a
creditor and a prosecutor and ruled that the restructuring will
be reviewed by the Supreme Court to determine whether to ratify
or correct the decision of the Court.  Either way, the process
is expected to take at least two or three years.

As previously reported, the General de la Camara Comercial
represented by Alejandra Gils Carbo and Manuel Garrido of the
Investigaciones Administrativas filed a complaint that spurred a
probe by the court for possible fraud committed by the company
during its restructuring.

According to the claim, the acuerdos preventivos was made by
ficticious majorities and through paralel businesses on which
other companies, creditors banks and offshore societies would be
included.

Soldati, head of SCP, agreed with most of creditors on an 80%
haircut in his US$1.2 billion debt and the accord was then
approved by a commercial court.  The Court of Appeal prosecutor
believes that the proposal could have been better and that there
are formal details that weren't accomplished.  For that reason,
she asked the Supreme Court to revise the accord.

The agreement was also publicly objected by a group of Swiss
creditors, who hold around 5% to 8% of SCP's debt.


* ARGENTINA: Natural Gas Exports from Bolivia Resumed
-----------------------------------------------------
Bolivia has continued supplying natural gas to Argentina after a
damaged pipeline run by Spanish-Argentine Repsol YPF SA and
Brazilian Petroleo Brasileiro SA was repaired, Bolivia's state
news agency ABI reports.

Gas exports to Argentina had been normalized, Claudio Justiniano
-- vice minister for hydrocarbons -- told ABI.

Due to adverse weather and protests, repairs to the Quebrada de
Los Monos pipeline had until now been delayed, Mr. Jusiniano
explained to ABI.

As reported in the Troubled Company Reporter on April 13, 2006,
Bolivia's natural gas exports to Argentina was temporarily
Stopped due to the damage in the pipeline.  Bolivia however
continued delivery to Brazil.

Jorge Alvarado -- president of state energy firm Yacimientos
Petroliferos Fiscales de Bolivia aka YPFB -- explained to AP
Bolivia's decision, saying that Bolivia favored Brazil because
the two countries have a 20-year gas-supply accord while
Bolivia's deal with Argentina was only temporary.

AP relates that the damage in the gas pipeline due to heavy
rains a week ago affected Bolivia's exports to Brazil, which
gets half of its natural gas from Bolivia.  Gas exports dropped
to 21 million cubic meters a day from the usual 26 million cubic
meters a day.  Repair work was hampered by road blockades by
protesters in a local land dispute.

As of Tuesday morning, Argentina did not get any exports from
Bolivia, which normally sends 4.5-5 million cubic meters daily
to the former, YPFB said to AP.

Julio de Vido -- Argentine Planning Minister -- however made
downplayed the significance of the cuts in supply, according to
AP.  Instead, the minister emphasized the expected progress on
an accord with Bolivia to increase gas exports to Argentina
later this year.

Chile was most affected by Bolivia's decision, AP states.
Authorities of Argentina made up for the absence of Bolivian gas
by cutting their own gas deliveries to Chile.

                        *    *    *

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

                      *    *    *

As reported on April 6, 2006, Fitch assigned these ratings to
Brazil:

    -- Foreign currency Issuer Default Rating (IDR) 'BB-';
    -- Local currency Issuer Default Rating (IDR) 'BB-';

Fitch said the rating outlook is positive.

                        *    *    *

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
=============


GLOBAL CROSSING: To Provide IP Support to Banco Santander
---------------------------------------------------------
In an effort to streamline telecommunications, increase
efficiency and consolidate vendors, while bolstering security,
leading global bank Banco Santander International has awarded
Global Crossing contracts to converge its voice, video and data
traffic in the United States and Latin America over a single
Internet Protocol network.  The bank is utilizing Global
Crossing Managed IP VPN Service to transport voice and data
between Miami, Montevideo and New York, as well as Global
Crossing's IP video solution for videoconferencing among the
bank's offices in Miami and New York in the U.S. as well as in
Uruguay and Spain.  In addition to Global Crossing's superior
technology and local support, Banco Santander International
indicated Global Crossing's industry leading security features -
- ranging from network logic to its precedent-setting National
Security Agreement with the U.S. federal government and security
certifications with government of the United Kingdom -- were
also key factors in choosing Global Crossing.

"We sought a single provider that could deliver a converged,
managed solution with the level of security we require as a
leading global bank," said Agustin Abalo, senior vice president
and CIO, director of operations of Banco Santander
International.  "Global Crossing's security features, 99.999
percent performance guarantees, service level agreements,
scalability, network resiliency and reach are truly superior in
the marketplace, particularly in Latin America.  In addition,
Global Crossing's managed solutions free our IT staff to
concentrate on other business-critical functions while Global
Crossing manages the network."

This agreement underscores the explosive growth of demand for
converged IP services around the globe and in Latin America.  In
2005, Global Crossing saw its number of converged IP customers
triple, with IP VPN traffic growing more than 300 percent.  The
convergence of data, voice and video onto a single IP-based
platform yields simplicity in network design and administration,
as well as connectivity, billing and customer care.  Combining
Global Crossing's converged solution with managed services
allows customers like Banco Santander International to further
simplify their network solution and enables them to focus on
managing their core business.

"We're delighted to be serving world-class financial
institutions such as Banco Santander International with the
highest levels of security, technology and customer support,"
said Jose Antonio Rios, Global Crossing's international
president and chief administrative officer. "This agreement is a
testament to Global Crossing's increasing reputation as IP
provider of choice to global corporations."

Global Crossing has a significant presence in Latin America and
the Caribbean with offices and operational facilities in 12 of
the region's major cities.  Through its sub-sea and terrestrial
cable systems, Global Crossing seamlessly connects South
America, Mexico, Central America and the Caribbean to the rest
of its global network, delivering services to customers around
the world.  With its regional network officially completed in
2001, currently Global Crossing serves virtually all of the
region's major carriers as well as many of the most prestigious
Latin American companies, research and education networks, and
global companies with operations in the region.

Designed to run over the company's extensive global optical
network backbone, Global Crossing Managed IP VPN Service links
global businesses and delivers content-rich multimedia services
through a single, efficient connection, based on Multi-Protocol
Label Switching or MPLS technology.  This suite of capabilities
is designed to meet the specific communications and
collaboration demands of global enterprises and service
providers with unprecedented reach and flexibility.  Global
Crossing offers a truly converged end-to-end IP VPN solution for
corporations worldwide, integrating video, voice and data
services, and supporting industry-specific community extranets.

               About Banco Santander International

Banco Santander International is the flagship bank for Santander
Private Banking operations.  In addition to Banco Santander
International in Miami, Santander Private Banking has offices in
Montevideo, Geneva, London, Madrid and the Bahamas.  Santander
Private Banking is part of Banco Santander S.A. of Spain, which
is ranked as the eight largest bank in the world.

                    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
US$25,511,000,000 in total assets and US$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
US$173 million equity deficit compared to a US$51 million of
positive equity at Dec. 31, 2004.


PXRE GROUP: Asks Fin. Strength & Claims Paying Ratings Withdrawn
----------------------------------------------------------------
PXRE Group Ltd. (NYSE: PXT) requested that the major credit
rating agencies withdraw their financial strength and claims
paying ratings of the Company and its operating subsidiaries.

PXRE's Board of Directors has commenced a strategic evaluation
process in response to downgrades of the Company's operational
ratings to a level below the critical 'A' rating category.

The Company is currently evaluating various strategic
alternatives to determine the course of action that is in the
best interest of its shareholders and reinsurance clients.

"After much consideration, we have asked the major rating
agencies to withdraw their financial strength and claims paying
ratings for PXRE," Jeffrey L. Radke, President & Chief Executive
Officer of PXRE Group, said.

"In the period since the downgrades, we have found that
operational ratings below the critical 'A' category provide
little value for a reinsurer."

The Company anticipates that certain rating agencies will
continue to maintain the debt ratings on the 8.85% Capital Trust
pass-through securities issued by PXRE Capital Trust I.

                         About PXRE

With operations in Bermuda, Europe and the United States, PXRE
-- http://www.pxre.com/-- provides reinsurance products and
services to a worldwide marketplace.  The Company's primary
focus is providing property catastrophe reinsurance and
retrocessional coverage.  The Company also provides marine,
aviation and aerospace products and services.  The Company's
shares trade on the New York Stock Exchange under the symbol
"PXT."

                        *    *    *

PXRE carries Standard & Poor's and A.M. Best's BB- credit
ratings.  The Company's senior unsecured debt has a BB rating
from Fitch.


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


* BOLIVIA: Resumes Natural Gas Exports to Argentina
---------------------------------------------------
Bolivia's supply of natural gas to Argentina has resumed after a
damaged pipeline run by Spanish-Argentine Repsol YPF SA and
Brazilian Petroleo Brasileiro SA was repaired, Bolivia's state
news agency ABI reports.

Gas exports to Argentina had been normalized, Claudio Justiniano
-- vice minister for hydrocarbons -- told ABI.

Due to adverse weather and protests, repairs to the Quebrada de
Los Monos pipeline had until now been delayed, Mr. Jusiniano
explained to ABI.

As reported in the Troubled Company Reporter on April 13, 2006,
Bolivia's natural gas exports to Argentina was temporarily
Stopped due to the damage in the pipeline.  Bolivia however
continued delivery to Brazil.

Jorge Alvarado -- president of state energy firm Yacimientos
Petroliferos Fiscales de Bolivia aka YPFB -- explained to AP
Bolivia's decision, saying that Bolivia favored Brazil because
the two countries have a 20-year gas-supply accord while
Bolivia's deal with Argentina was only temporary.

AP relates that the damage in the gas pipeline due to heavy
rains a week ago affected Bolivia's exports to Brazil, which
gets half of its natural gas from Bolivia.  Gas exports dropped
to 21 million cubic meters a day from the usual 26 million cubic
meters a day.  Repair work was hampered by road blockades by
protesters in a local land dispute.

As of Tuesday morning, Argentina did not get any exports from
Bolivia, which normally sends 4.5-5 million cubic meters daily
to the former, YPFB said to AP.

Julio de Vido -- Argentine Planning Minister -- however made
downplayed the significance of the cuts in supply, according to
AP.  Instead, the minister emphasized the expected progress on
an accord with Bolivia to increase gas exports to Argentina
later this year.

Chile was most affected by Bolivia's decision, AP states.
Authorities of Argentina made up for the absence of Bolivian gas
by cutting their own gas deliveries to Chile.

                        *    *    *

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

                      *    *    *

As reported on April 6, 2006, Fitch assigned these ratings on
Brazil:

    -- Foreign currency Issuer Default Rating (IDR) 'BB-';
    -- Local currency Issuer Default Rating (IDR) 'BB-';

Fitch said the rating outlook is positive.

                        *    *    *

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


AES CORP: Brazilian Units Invest US$232MM to Improve Operations
---------------------------------------------------------------
The Brazilian operational units of U.S. energy company AES Corp.
(NYSE: AES) plans to invest 499 million reals (US$232 million)
this year, up 9.67% from 2005, the company said in a statement.

AES Eletropaulo, AES Sul, AES Tieto and AES Uruguaiana -- will
provide 90% of the investment, AES Brazil country manager
Eduardo Bernini said in the statement.

AES Eletropaulo, which distributes power to 24 Sao Paulo state
municipalities including Sao Paulo city, plans to invest 300
million reals.  Of the total investment:

   -- 67 million reals will go to client support,

   -- 46 million reals on expanding and modernizing its
      distribution network and

   -- 20.5 million reals on continuing a power theft control
      program.

AES Sul, which distributes power to 118 Rio Grande do Sul state
municipalities, will invest 104 million reals.  Of the total
investment:

   -- 55 million reals will go to client support programs, and
   -- 17.3 million reals will help expand its transmission
      network.

AES Tiete, a hydro generator that operates 10 plants with
combined installed capacity of 2,651MW in Sao Paulo state, will
invest 50.9 million reals.

AES Uruguaiana, which operates a 639MW gas-fired plant in
southern Brazil, will contribute 44 million reals in 2006.

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 March 31, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on diversified energy company The AES Corp. to 'BB-' from
'B+'.  S&P said the outlook is stable.

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.


BANCO CITIBANK: S&P Assigns Low B Loca Currency Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB/B' local
currency counterparty credit rating to Banco Citibank S.A. --
Citibank.  At the same time, the long-term foreign-currency 'BB'
counterparty credit rating on Citibank was affirmed and it was
assigned a 'B' short-term foreign-currency counterparty credit
rating.  The outlook is stable.

"The ratings on Banco Citibank S.A. reflect the bank's challenge
to grow the retail business and dilute this segment's
investment-related expenses, improving the bank's overall
profitability; the higher credit risk arising from the bank's
increasing exposure to retail on its credit portfolio mix; and
the risks of operating in the volatile Brazilian economic
environment," said Standard & Poor's credit analyst Beatriz
Degani.  Offsetting these negatives, the ratings are sustained
by the benefits of being a strategic subsidiary to Citigroup
Inc. (AA-/Stable/A-1+), including the expectations of parental
support.  The rating also mirrors Citibank's long track record
operating in Brazil, the historical good credit quality of its
loan portfolio, and the business diversification toward retail.

The rating on Citibank factors the view that the Brazilian
operation is strategic to the parent and thus would benefit from
parental support in case of need, except for a scenario of
systemic risk. Citibank fits well into Citigroup's objective to
have a global presence and provide financial services to its
global corporate customers. In addition, the parent has
highlighted Brazil as one of the focused countries for global
growth strategy.  The rating also considers the benefits of
Citibank's brand-name recognition and its integration to the
parent in terms of procedures, philosophy, and business
direction.

Citibank in Brazil has managed to diversify its operations
following the global pattern of the group, which balances retail
and wholesale activities.  With the 50% share of Citibank in
Credicard, largest credit card issuer in Brazil, after the
acquisition of 16.6% of Unibanco shares by the end of 2004, the
retail segment already accounted for half of Citibank's total
loans as of December 2005.  The improved diversification should
enhance the bank's returns going forward, also benefiting from
increasing cross-selling opportunities among segments, which is
important to face a competitive banking environment in Brazil
with margins pressure especially on the corporate side.

The stable outlook reflects Banco Citibank's exposure to the
economic and industry risks of the Brazilian banking industry.
At the current level, a change in the foreign currency sovereign
credit rating would lead to a similar action on the ratings on
the bank.


BANCO DO BRASIL: Probe on Former Execs Tarnishes Bank's Image
-------------------------------------------------------------
A congressional inquiry on two of Banco do Brasil SA's former
executives put the bank in bad light.

Banco do Brasil's former president Cassio Kasseb and former
marketing director Henrique Pizzolato were called by Congress to
answer allegations of aiding and abetting a crime, falsifying
information, money laundering and embezzlement, Business News
Americas reports.

Mr. Kasseb has been accused of aiding and abetting a crime,
while Mr. Pizzolato could face charges of money laundering,
embezzlement and falsifying information.

Banco do Brasil became embroiled in the scandal last year as
allegations arose that the federal bank had provided illegal
funds to the ruling Workers' Party and its political allies.

Executives of private banks Banco BMG and Banco Rural were also
accused of corruption during the almost 10-month long
investigation.  The inquiry recommended charges of fraud, money
laundering and falsifying information be brought against former
Rural director Oto Diniz Amorim, Rural owner Katia Rabelo and
BMG owner Ricardo Guimaraes, BNamericas relates.

The inquiry also found that former BMG directors Jose Otavio de
Carvalho Lopes and Janaina Pereira also laundered money and
provided false information in company reports, BNamericas
relates.

"This is nothing new and it changes nothing. They are all former
[BB] executives, who were already removed from the bank," UBS
analyst Bruno Pereira told BNamericas, referring to Banco do
Brasil's image among both Brazilian and foreign investors.

"It's not good, but the fact they're already gone reduces the
impact a little," Mr. Pereira said.

The inquiry also concluded that Banco do Brasil used Visanet to
funnel 73 million reals (currently US$33.6 million) to
advertising agency DNA, controlled by businessman Marcos
Valerio, from 2003-2004.  Mr. Valerio was a key figure in the
corruption scandal, BNamericas relates.

Banco do Brasil called the inquiry's findings "premature" in a
statement and asked for changes to be made to the report.

Visanet said in a statement the company had obeyed all laws.

                        *    *    *

As reported on Mar. 3, 2006, Standard & Poor's Ratings Services
raised its foreign currency counterparty credit ratings on Banco
do Brasil S.A. to 'BB' from 'BB-'.  The foreign and local
currency ratings of this bank are now equalized at 'BB'.  S&P
said the outlook is stable.


BRASKEM: Announces US$200 Million Perpetual Bond Offering
---------------------------------------------------------
Braskem reported plans to offer US$200 million of perpetual
bonds in an offering exempt from registration under the United
States Securities Act of 1933, as amended.

The bonds will be senior unsecured debt obligations of Braskem
and will have no fixed final maturity date, but will be
callable, in whole or in part, at par after five years, provided
that if the bonds are called in part, at least $100 million
aggregate principal amount of the bonds will remain outstanding
after any partial redemption.

Braskem intends to use the proceeds of the offering for general
corporate purposes, including working capital and financing the
acquisition of certain common and preferred shares of Politeno
Industria e Comercio S.A.

The bonds have not been and will not be registered under the
Securities Act and may not be offered or sold:

     (a) in the United States absent registration or an
         applicable exemption from registration under the
         Securities Act, or

     (b) in any other jurisdiction in which such offer or sale
         is prohibited.

Braskem -- http://www.braskem.com.br/-- is a thermoplastic
resins producer in Latin American, and is among the three
largest Brazilian-owned private industrial companies.  The
company operates 13 manufacturing plants located throughout
Brazil, and has an annual production capacity of 5.8 million
tons of resins and other petrochemical products.

                        *    *    *

As reported in the Troubled Company Reporter on April 10, 2006,
Fitch Ratings and Standard& Poor's Ratings Services assigned the
following ratings to Braskem S.A.:

   Fitch Ratings Services:

     -- BB- on the proposed offering of US$200 million senior
        unsecured perpetual bonds to be issued.

   Standard & Poor's Ratings Services:

     --  BB on local- and foreign-currency corporate credit
         ratings; and

     -- BB on forthcoming US$200 million perpetual bonds.


CIA SIDERURGICA: Hiking Prices on Domestic Market This Month
------------------------------------------------------------
Brazilian integrated steelmaker Cia Siderurgica Nacional aka CSN
Plans to increase prices on the domestic market this month,
according to a report by brokerage Fator Corretora, as quoted by
Business News Americas.

CSN disclosed to Fator its intention to raise prices but the
company did not say how much will the increases be.

According to Fator's report, CSN aims to direct 80% of sales
this year to the local market compared to 60% last year, "which
would result in a 5% increase in the company's market share,
currently at 30%," BNamericas relates.

Industry analysts was quoted by BNamericas as saying that
Brazilian steelmakers generally make higher margins selling
steel domestically compared to abroad.

BNamericas relates that CSN's board has cleared plans to invest
up to US$3.6 billion over four years to ensure an additional 6
million tons per year of steel slabs production through the
installation of four blast furnaces with capacity of 1.5Mt/y
each.

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

                       *    *    *

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

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


COMPANHIA ENERGETICA: Moody's LatAm Changes Outlook to Positive
---------------------------------------------------------------
Moody's America Latina has changed the outlook of the debt
ratings of Companhia Energetica de Minas Gerais or Cemig to
positive from stable.

The following debt ratings are affected:

   -- BRL312.5 million Debentures due 2009: B1 (global local
      currency) and Baa2.br (Brazilian national scale);

   -- BRL 312.5 million Debentures due 2011: B1 (global local
      currency) and Baa2.br (Brazilian national scale); and

   -- BRL 400 million Debentures due 2014: B1 (global local
      currency) and Baa2.br (Brazilian national scale).

The change in outlook was prompted by the improved corporate
governance of Cemig and its overall improved credit metrics on a
consolidated basis as a result of the company's stronger cash
generation, improved debt maturity profile and strengthened
liquidity position.

Cemig has benefited from tariffs adjustments and recovery in
demand for electric energy in its concession territory,
resulting in improved operating margins and cash flow
generation.  While EBITDA margins stayed above 30% over the past
three fiscal years, funds from operations boosted to BRL 1,682
million in 2005 compared with BRL 272 million in 2002.
Accordingly, FFO to Total Adjusted Debt improved to 26% from 5%
in the same period, which compare favorably with other rated
issuers in the B rating category.  Taking opportunity of the
favorable market conditions, Cemig has replaced substantial
amount of short-term debt with longer term financing, while
simultaneously increasing its cash position.  The strengthened
financial flexibility is evidenced by the company's BRL1,344
million cash position at December 31, 2005, equivalent to 112%
of short-term adjusted debt compared to 23% at December 31,
2003.

In 2005 Cemig adhered to the Sarbanes-Oxley corporate governance
standard and amended its bylaws to incorporate the board of
directors' directives establishing limits on financial leverage
and capital spending, as well as the board's determination to
adjust tariffs for the full amounts authorized by the regulator.
Moody's sees the company's efforts to further improve
transparency and management predictability as credit positives.
The company's new dividends policy to distribute at least 50% of
net earnings with possibility of extraordinary dividends subject
to availability of cash is aggressive and should impact free
cash flow generation.  Moody's, however, notes that the maximum
financial leverage targets made public by the board of directors
should limit dividends distribution.

Cemig's voting shares are 51% directly and indirectly owned by
the Government of Minas Gerais state, therefore qualified by
Moody's as a Government-Related Issuer.  Accordingly, Cemig's
debt ratings are constrained by the B2 rating of the controlling
shareholder.

The ratings are constrained by the uncertainties related to the
evolving regulatory environment for Brazil's electricity sector.
Although Moody's recognizes that, in general, the new Brazilian
regulatory framework for the energy sector provides a more
stable environment for the industry players, there are still
significant uncertainties regarding the new regulation
essentially related to the lack of track record for the
execution of guarantees within the regulated market and the
substantial interference powers of the Federal Government.

Headquartered in Belo Horizonte, Brazil, Companhia Energetica de
Minas Gerais -- CEMIG is a vertically integrated electric
utility that holds the concession to distribute electric energy
in the state of Minas Gerais, the third largest state in Brazil
by GDP.  Cemig is the largest electricity distributor in Brazil
by number of clients, serving six million consumers, and the
country's sixth largest power generator with 6,113 MW of total
installed capacity.  Cemig reported net revenues of BRL8,236
million or about US$3,383 million and net profit of BRL2,003
million or about US$ 823 million in 2005.


TELEMAR GROUP: Plans to Consolidate Stock & Change Name
-------------------------------------------------------
Reuters reports that Brazilian telecommunications group Telemar,
disclosed that it plans to undergo a major share restructuring
by:

   -- consolidating the stocks of its units into one class of
      voting shares and
   -- holding a secondary offering.

It also plans to change its name to Oi Participacoes to boost
investor interest and improve corporate governance.  Its
wireless unit already uses the Oi brand.

Telemar plans to list on the New Market or Novo Mercado of the
Sao Paulo Stock Exchange.  To meet Novo Mercado's criteria, a
company must have only common shares and at least 25% must be
available on the public market. This move is aimed at removing
the controlling bloc by some investors, which currently hold the
group's voting shares, and increasing the group's corporate
governance and transparency.  Hence, no lone group will run the
company.

"We will have a new company, with 100 percent of shares tradable
in the market," Roberto Terziani, Telemar's head of investor
relations, told Reuters. "There won't be a controlling bloc, but
a board of directors elected by investors and comprised of
independent shareholders."

Tele Norte Leste Participacoes, the group's holding company,
will be incorporated into the Telemar Participacoes parent
company under its restructuring plan.  Upon the announcement,
its shares rose to 5.65% to 37 reais and preferred stocks gained
27.78% to 71.30 reais.

Compared to the broader Sao Paulo stock market, Novo Mercado
requires the following from its listed companies:

   -- greater accounting transparency,
   -- larger floats, and
   -- tighter corporate governance.

Companies list in the Novo Mercado to obtain higher stock
variations and heavier liquidity.

Between 9% and 15% of Telemar Participacoes' shares will be
included in the subsequent secondary share offering, the company
told Reuters.  These shares are part of those controlled by some
investors.

However, the offering will only push through if the offer price
will reach between 2.6933 reais and 2.9768 reais per share.
This price corresponds to 42.5260 reais and 47.0024 reais per
Tele Norte Participacoes preferred shares.  Voting rights will
be given to all shareholders and operation is to be finalized by
July 31.

As previously reported, it was rumored that Portugal Telecom was
to takeover the company.  Consequently, stock prices increased
due to the bid rumors.  The regrouping proposal was prompted
after such rumors circulated in the market.

Reuters also reports that some Brazilian companies are already
moving to the Novo Mercado, the latest addition was Embraer.

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: Officials Discuss Closure Contingency Plans
--------------------------------------------------
Brazilian civil aviation officials met with Presidental Chief of
Staff Dilma Rousseff to discuss contingency plans in case
Brazil's ailing flagship airline Viacao Aerea Rio-Grandense, or
Varig, falls, a National Civil Aviation Authority (Anac)
spokesman said.

Varig has been in trouble for some time, weighed down by debts
of approximately 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 and can't afford vital maintenance on a number of its
planes.  A large portion of these operating debts are with
state-owned companies but government officials, including
Finance Minister Guido Mantega, have said public money won't be
used to bail out the company.

Meanwhile, on April 12, the Social Security Ministry announced
it would take over the administration of the Aerus pension fund,
which manages pensions for Varig workers and is a major
creditor, to ensure the funds aren't used to prop up the firm.

Creditors could lodge court requests to wind up the company as
soon as next week, said the local daily Estado de Sao Paulo.

Analysts agree the tendency will be for local airlines TAM SA
and Gol Linhas Aereas Inteligentes to take over most of the
local routes currently run by Varig should the company fold.
However, they can't fill many of the international routes
immediately and foreign airlines would step in there.

TAM and Gol have already submitted contingency plans to Anac,
should Varig stop flying, said the paper report.

Varig creditors are still assessing a proposal from VarigLog,
its former cargo unit, to buy commercial operations for US$400
million.

VarigLog was bought by a company called Volo do Brasil for US$46
million in January.  At the time it was reported that Volo do
Brasil was created by U.S. investment fund Matlin Patterson to
buy the asset. However, a VarigLog spokesman maintained that
Volo do Brasil is led by Brazilian businessmen Marco Antonio
Audi, Marcos Haftel and Luiz Eduardo Gallo, while Matlin
Patterson has a stake of under 20%.

Varig workers have resisted restructuring plans over the last
five years in the belief the government would bail out the
flagship airline.

                        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 INVESTMENTS I: Holding Final General Meeting on May 8
-------------------------------------------------------------
Shareholders of Alamtis Investments I Limited will gather on May
8, 2006, at 12:15 p.m. for a final general meeting at the
company's registered office.

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
six years, starting from the dissolution of the company.

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 company's 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


CI TRADE: Sets May 3 Proofs of Claim Filing Deadline
----------------------------------------------------
Creditors of C.I. Trade Finance Co. Ltd., which is being
voluntarily wound up, are required on or before May 3, 2006, to
present proofs of claim to Atsushi Katsu, the company's
liquidator.

C.I. Trade started liquidating assets on March 15, 2006.

Creditors are required to present proofs of claim personally or
through their solicitors at the time and place that the
liquidator will specify.  Failure to present claims would mean
exclusion from the benefit of any distribution that the company
will make.

The liquidator can be reached at:

         Atsushi Katsu
         Itochu Corporation 5-1
         Kita Aoyama 2 Chrome
         Minato-Ku
         Tokyo 107-8077, Japan


DIVERSIFIED CREDIT: Creditors Must File Claims by May 10
--------------------------------------------------------
Creditors of Diversified Credit Strategies Fund are required to
submit proofs of claim to Stuart Brankin and Desmond Campbell,
the company's appointed liquidators, on or before May 10, 2006.
Failure to do so will exclude them from receiving the benefit of
any distribution that the company will make.

Diversified Credit started liquidating assets on March 16, 2006.

The liquidators can be reached at:

     Stuart Brankin
     Desmond Campbell
     c/o Aston Corporate Mangers, Ltd.
     P.O. Box 1981 George Town
     Grand Cayman, Cayman Islands


ORICO KNIGHT: Creditors Must File Proofs of Claim by May 23
-----------------------------------------------------------
Creditors of Orico Knight Holdings, which is being voluntarily
wound up, are required to present proofs of claim on or before
May 23, 2006, to Piccadilly Cayman Limited, the company's
liquidator.

Creditors are required to present proofs of claim personally or
through their solicitors at the time and place that the
liquidator specified.  Failure to present claims would mean
exclusion from the benefit of any distribution that the company
will make.

The liquidator can be reached at:

            Piccadilly Cayman Limited
            Attention: Regina Forman
            3rd Floor Royal Bank House
            George Town
            Grand Cayman, Cayman Islands
            Tel: (345) 949-9208
            Fax: (345) 949-9210


SEED PROPERTIES: Filing of Creditors' Proofs of Claim Ends May 3
----------------------------------------------------------------
Creditors of Seed Properties Holdings Limited, which is being
voluntarily wound up, are required on or before May 3, 2006, to
present proofs of claim to Kareen Watler and Sylvia Lewis, the
company's liquidators.

Seed Properties started liquidating assets on March 17, 2006.

Creditors are required to present proofs of claim personally or
through their solicitors at the time and place that the
liquidator will specify.  Failure to present claims would mean
exclusion from the benefit of any distribution that the company
will make.

The liquidator can be reached at:

           Kareen Watler
           Sylvia Lewis
           P.O. Box 1109 George Town
           Grand Cayman, Cayman Islands
           Tel: 949-7755
           Fax: 949-7634


TMB BANK (CAYMAN): Moody's Assigns (P)Ba2 on Proposed Securities
----------------------------------------------------------------
Moody's has assigned a provisional rating of (P)Ba2 to TMB Bank
Public Company Limited's (TMB, E+ on Review for Possible
Upgrade/Baa2/P-2) proposed perpetual securities via a Cayman
Islands branch.  The rating outlook is stable.  The proposed
securities will be issued under the new guidelines of Bank of
Thailand governing Hybrid-Tier 1 securities.

The provisional rating of the Hybrid Tier-1 issue is subject to
the receipt of final documentation with terms and conditions
which show no material change from those already reviewed by
Moody's.

The (P)Ba2 rating reflects the structure of the issue, TMB's
moderate financial fundamentals and Thailand's supportive
regulatory regime.

Under the terms of the securities, the issuer can call the
securities after 10 years.  Typical of many Tier I capital-
qualifying hybrid security issues, interest on TMB's Hybrid Tier
1 securities is non-cumulative and under certain circumstances
may be deferred at the issuer's option.  If implemented, such
provisions, while not legally constituting an event of default,
could result in payment terms appreciably different from senior
securities.  This distinction has been reflected in the three
notch rating differential between the institution's senior
obligations and this subordinated debt issue.

The instrument will, in Moody's view, have sufficient equity-
like features to allow it to receive basket "B" treatment, i.e.
25% equity and 75% debt, for financial leverage purposes.

Headquartered in Bangkok, Thailand, TMB had total assets of
about Bt717 billion or about US$ 18 billion as at December 31,
2005.  The Thai military's aggregate stake in TMB has declined
significantly since the Asian financial crisis of 1997 and
currently stands at about 5%.  The Thai Ministry of Finance is
the largest shareholder with 31.2%. Singapore's DBS Bank holds
16.1%.


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


AES CORP: S&P Upgrade Reflects Reduced Parent-Level Leverage
------------------------------------------------------------
As previously reported, Standard & Poor's Ratings Services
upgraded on March 29, 2006, of AES Corp.'s corporate credit
rating on diversified energy company from B+ to BB-.  S&P said
the outlook is stable.

At the same time, Standard & Poor's raised its ratings on AES'
secured second-lien bonds to 'BB-' from 'B+', AES' senior
unsecured notes to 'B' from 'B-', and AES' Trust III and AES
Trust VII trust preferred securities to 'B-' from 'CCC+'.

As of Dec. 31, 2005, the Arlington, Va.-based company had
US$4.892 billion of debt outstanding.

                         Rationale

The upgrade follows Standard & Poor's review of the company
after the completion of its financial restatements in January.
The upgrade reflects the company's reduction of parent level
leverage and resulting improved parent-level financial measures.
Although AES still has material weaknesses in its accounting
controls that it needs to address, and although future
restatements are not out of the question, we deem that the
company has likely resolved its major problems.

Standard & Poor's bases the corporate credit rating on AES'
ability to meet its financial obligations from dividend
distributions through its diverse portfolio of energy assets.
Credit ultimately derives from the aggregate quality of the
residual distributions from these subsidiaries.

Standard & Poor's has made this analytical judgment based on
AES' extensive use of nonrecourse project financing, limited
interdependency between the individual business units, and AES'
history of abandoning its equity investments when the economics
of the stand-alone business unit dictate that doing so is the
best decision.

Standard & Poor's also revised AES' business risk profile score
to '8' from '9'. Utility business risk profiles are categorized
from '1', which is excellent, to '10', which is vulnerable.  The
revision recognizes AES' reliance on substantive distributions
from jurisdictions where considerable regulatory and operating
uncertainties exist to support its parent-level debt and its
exposure to merchant power markets, most notably through its AES
Eastern Energy L.P. (BB+/Stable/--) subsidiary.  However,
Standard & Poor's also recognizes that AES benefits from
substantial regional and operational diversification, which
helps to mitigate its exposure to any one regulatory regime or
commodity--an advantage that many other companies with business
risk profile scores of '9' do not have.  Notwithstanding the
diversification, some of AES' distributions could be highly
variable, given that 2005 distributions included US$106 million
from C.A. La Electricidad de Caracas (B/Stable/--) in Venezuela
and $85 million from Eastern Energy.  Together, these
represented about 20% of total 2005 distributions and could be
rather volatile.

AES also benefits from a stable base of cash flow coming from
its contractual generation businesses and its regulated utility,
Indianapolis Power & Light Co., as well as from a history of
strong operations at its generation and distribution businesses.
In addition, AES' parent-level debt reduction and resultant
lower interest expense mitigates Standard & Poor's concern about
the distribution stream at the rating level.

AES' management team has demonstrated a commitment to restoring
company's credit quality, and has moved the company away from a
strategy of aggressive expansion and toward a focus on its core
competency of operations.

AES needs to invest in new businesses to maintain and increase
its dividend stream, and has begun to do so.  The 120 MW Buffalo
Gap wind project in Texas should be completed this year.  The
1,200-MW Cartegena gas plant in Spain, which sells its power
under a 20-year purchase-power agreement with Gaz de France S.A.
(AA-/Watch Neg/A-1+) has been delayed, but should be completed
this year.  In addition, construction on the 670 MW lignite-
fired Maritza plant in Bulgaria, which will sell its output
under a 15-year PPA to Natsionalna Elektricheska Kompania EAD, a
national utility in Bulgaria, will begin in the second quarter
and should be completed in 2010.  Standard & Poor's expects
future investments to be mainly in the contracted or regulated
space, and not as much in the competitive supply business, but
for some of these to possibly be in developing economies or
risky political environments.

AES continues to move forward on its debt-reduction program,
having lowered its outstanding recourse debt from US$5.5 billion
on June 30, 2004, to US$4.9 billion as of Dec. 31, 2005.  AES
redeemed an additional US$115 million of subordinated notes in
January 2006.  This is down from a peak of US$7.4 billion as of
March 31, 2002.  AES' 2005 parent-level cash flow to interest
ratio should be about 2x, up from 1.8x in 2004, due primarily to
lower interest expense resulting from debt reduction.  Standard
& Poor's expects this ratio to remain at or above 2x, and to
rise if further parent-level debt reduction is forthcoming.  The
ratio of recourse debt to parent-level capitalization is about
60% as of Dec. 31, 2005, down from 69% as of June 30, 2004, and
94% as of year-end 2002.  The ratio of parent-level cash flow to
recourse debt was 18%, up from 16% as of June 30, 2004.

AES continues to strive to reach strong 'BB' rating measures
through the reduction of parent-level debt.  As a point of
reference, when the rating on AES was 'BB' that was before June
2002, parent-level cash flow to interest was consistently 2.2x-
2.4x, the ratio of parent-level debt to capitalization was
approximately 50%-55%, and parent-level cash flow to debt was
15%-17%.

                        Liquidity

AES' parent-level liquidity stood at US$624 million as of Dec.
31, 2005, down from US$643 million as of Dec. 31, 2004.  AES has
stated that it will target about $500 million of available
liquidity.  Over the past two quarters, AES Eastern's liquidity
needs for LOCs posted to support its hedging activity have
caused fairly large swings in liquidity.  As power prices rose
due to higher natural gas prices following Hurricane Katrina, so
did collateral requirements.  Such needs appeared to have peaked
toward the end of the third quarter of 2005. Because natural gas
prices have since fallen, Standard & Poor's expects that
collateral needs have also fallen.  Standard & Poor's expects
parent free cash flow of US$300 million to US$400 million
annually.

At the parent level, AES has no debt due in 2006 and 2007,
US$415 million in 2008, US$467 million in 2009, and US$423
million in 2010.  In addition, AES' revolving credit facility
matures in 2010. As Standard & Poor's expected, AES continues to
apply excess cash flow to debt reduction.

AES' liquidity facilities contain no rating triggers.  AES' bank
loans do contain a number of financial covenants, including
parent operating cash flow to corporate charges as well as
recourse debt to cash flow coverage ratios.  As of Dec. 31,
2005, AES was in compliance with these financial covenants,
although it had received waivers from its bank group for
violating its financial reporting requirement covenants.  AES
has since brought its reporting up to date, but future
violations of this covenant are possible as AES works through
its accounting issues. Standard & Poor's expects that AES will
be able to continue to obtain waivers if this is the case.

                      Recovery analysis

Standard & Poor's opinion on bankruptcy recovery prospects
reflects in the differentials between the debt ratings and the
corporate credit ratings.  Standard & Poor's does not rate AES'
secured bank debt, revolving credit facility and term loan, and
makes no representation regarding its recovery prospects.
Including undrawn bank debt, AES currently has about US$850
million of first-lien debt.  AES has capacity for a total of
US$350 million of additional secured (first- or second-lien)
debt.  The collateral package consists of 100% of AES' equity
interests in its domestic businesses and 65% of the equity in
its foreign businesses.

Standard & Poor's 'BB-' rating on AES' second-priority notes
reflects that priority debt that is the senior secured, is not
substantial enough to warrant a notch down from the corporate
credit rating, but available collateral does not give Standard &
Poor's enough confidence in 100% recovery to warrant raising the
rating.  Standard & Poor's 'B' rating on all classes of
unsecured debt and on AES' trust-preferred securities reflect
the large amount of secured debt that would have priority in
recovery in a bankruptcy scenario.

                           Outlook

The stable outlook on AES reflects Standard & Poor's expectation
of consistent performance over the next 18 to 24 months.
Positive rating momentum would be driven by improving,
sustainable cash distributions to the parent or further debt
reduction.  On the other hand, substantial deterioration in cash
flow distributions from a major contributor or the inability to
resolve its accounting issues and related material weaknesses
could lead to a negative outlook.

                    Business Description

Assets are diversified across 25 countries that AES segregates
into four regions:

   -- North America,
   -- Latin America,
   -- Europe/Africa/Middle East, and
   -- Asia.

AES owns its projects indirectly through individual project
subsidiaries.  AES makes extensive use of nonrecourse project
financing and has repeatedly demonstrated its willingness to
allow project-level defaults or to walk away from projects when
their economics are unfavorable to the parent company.
Significant ownership provides AES with a strong incentive to
maximize project performance, and AES strives to have a
controlling interest in their individual businesses. AES does
not engage in project engineering or construction, nor does it
engage in marketing and trading other than selling the output of
its plants, choosing instead to focus on plant operations and
ownership.

Standard & Poor's Ratings on AES Corporation and its
subsidiaries:

   -- Corporate Credit Rating: BB-/Stable/--

   -- Financial policy: Aggressive

   -- Debt maturities:
        2006 None
        2007 None
        2008 $415 mil.
        2009 $467 mil.
        2010 $423 mil. plus $650 mil. revolver

   -- Outstanding Rating(s)

      AES Corp. (The)

         -- Senior Unsecured Debt: B
         -- Senior Secured Debt: Local currency BB-
         -- Subordinated Debt: Local currency B
         -- Preferred Stock: Local currency B-

      AES China Generating Co. Ltd.

         -- Corporate Credit Rating: B+/Stable/--
         -- Senior Unsecured Debt: Foreign currency B+

      AES Gener S.A.

         -- Corporate Credit Rating: BB+/Positive/--
         -- Senior Unsecured Debt: Foreign currency BB+
         -- Senior Secured Debt: Foreign currency BB+

      C.A. La Electricidad De Caracas

         -- Corporate Credit Rating: Foreign currency B/Stable/-
-
         -- Senior Unsecured Debt: Foreign currency B

      IPALCO Enterprises Inc.

         -- Corporate Credit Rating: BB+/Stable/NR
         -- Senior Unsecured Debt: Local currency BB-

      AES CHIVOR & CIA S.C.A. E.S.P.

         -- Corporate Credit Rating: B+/Stable/--
         -- Senior Secured Debt: Foreign currency B+

      Indianapolis Power & Light Co.

         -- Corporate Credit Rating: BB+/Stable/NR
         -- Senior Unsecured Debt: Local currency BB-
         -- Senior Secured Debt: Local currency BBB-
         -- Preferred Stock: Local currency B+

      Corporate Credit Rating History

         -- June 6, 2002 BB-
         -- Oct. 3, 2002 B+
         -- Mar. 29, 2006 BB-


ENDESA CHILE: Will Sign US$4 Bil. Joint Venture with Colbun SA
--------------------------------------------------------------
Power generator Empresa Nacional de Electricidad SA aka Endesa
Chile will sign a joint venture accord with Colbun SA to develop
a US$4 billion hydroelectric project in Aysen, Rafael Mateo --
Endesa Chile general manager -- newswire Valor Futuro reported.

Mr. Mateo informed Dow Jones Newswires that the signing of the
agreement would not take longer than a few more days.

Mr. Mateo was quoted by Dow Jones saying, "We're discussing how
the venture will be structured and what our participation in it
will be, but I can't go into more detail...before the SVS (
securities overseer) is informed."

Endesa Chile revealed to Dow Jones that the 2,400-megawatt
project would include two plants on the Baker river and another
two on the river Pascua.  It would require a $2.5 billion
investment for the construction of the plants and another $1.5
billion to build the necessary high-voltage transmission lines.
The plan also includes construction of port facilities, roads
and airfields.

According to Dow Jones, the company plans to submit its
environmental impact study in late 2007 and by 2009,
construction would start.

The 680-MW Baker I plant could start operations in 2012 while
the 940-MW Pascua I plant would begin in 2014, as indicated in
the project's design.  The 450-MW Baker II would start
functioning in 2016, followed by the 360-MW Pascua in 2018.

Empresa Nacional de Electricidad S.A. (Endesa-Chile) and its
subsidiaries generate and supply electricity.  The Company owns
and operates generating plants, and offers civil, mechanical,
and electrical engineering, architectural environmental, and
project management services.

                        *    *    *

Moody's Investor Service assigned a Ba1 foreign currency long-
term debt rating to Empresa Nacional de Electricidad SA (Chile)
on Jan. 26, 2005.



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


COLOMBIA TELECOM: Telefonica Plans to Invest US$670 Million
-----------------------------------------------------------
Telefonica Internacional's executive president -- Jose Maria
Alvarez-Pallete told reporters Tuesday that Telefonica SA will
spend about US$670 million in recently acquired Colombia
Telecomunicaciones aka Colombia Telecom.

Dow Jones Newswires states that of the US$670 million, US$300
million will be spent for the expansion of Colombia Telecom's
broadband Internet services, $120 million will go to its fixed-
line operations, and about $250 million will be used in
upgrading technology platforms.

"Our main goal is to reduce the gap Colombia is having in
broadband access compared with other countries in the region,"
Mr. Alvarez-Pallete said during a press conference.

Alvarez-Pallete did not state when the investment would be made
and Telefonica has not mentioned how it would pay off the
COP7.58 trillion debt it has assumed when it acquired Colombia
Telecom, Business News Americas relates.  The Colombian telco
has a US$3.26 billion pension liability aw well as other debts
totaling US$449 million.

As reported in the Troubled Company Reporter on April 11, 2006,
Telefonica won the Colombia Telecom auction with a COP853.6
billion bid, outbidding Venezuela's Cantv by COP40 billion.
Telefonica will now own the Colombian firm's 50% plus one stake.

"It's a pretty fair price," said Ronald Gruia -- senior telecom
analyst at consultancy Frost & Sullivan in Toronto.

Telefonica and Cantv both began with a COP80 billion bid at the
first round of the auction.  Cantv, however, lost in the final
round with Telefonica offering about US$18 million more than the
initial bid.

During the auction, each bidder was given 15 minutes to raise
its offer.  The Colombian government had set the minimum price
at $233 million.

The sale was opposed by union leaders and leftist politicians,
complaining that the government is bargaining Colombia's assets.
Colombia's President Alvaro Uribe, however, countered that it is
better to be the owners of 50% minus one share of a thriving
business than be the owners of 100% of a dying one.

According to Alberto Carrasquilla -- Colombia's finance
minister, said that the deal was good for the country.

"I don't want to imagine what would have happened if Colombia
Telecom had not found a strategic partner.  Right now, all
Colombians, we would be preparing for new taxes to pay for the
pension liabilities," Mr. Carrasquilla said.

Telefonica will assume Colombia Telecom's COP7.58 trillion debt,
which will have to be paid gradually by 2022.

As reported in the Troubled Company Reporter on April 6, 2006,
only Telefonica S.A. and CA Nacional Telefonos de Venezuela aka
Cantv committed to present technical bids required by the
government.  Colombia Telecom said to Reuters that by presenting
technical bids, Telefonica and CANTV promised to pay the $233
million minimum price set for the auction.

Other pre-qualified bidders -- Telefonos de Mexico S.A. aka
Telmex, Cablecentro S.A. and Phone 1 -- backed out of the
auction.

The Troubled Company Reporter also reported on March 22, 2006,
that municipal telcos Empresa de Telecomunicaciones de Bogota
S.A. aka ETB and Empresas Publicas de Medellin S.A. aka EPM
backed out of the auction due to discriminatory bidding
conditions.  Among the conditions ETB president Rafael Orduz
considered discriminatory is the requirement that no monies
belonging to the Colombian people may be used in the
partnership.  ETB, which could only finance a strategic
partnership with the state telco through currently held assets,
would be forced to take out a loan.

According to Business News Americas, the tender also required
the winning company to surrender its Internet and data unit to
Telecom, which Orduz found absurd.  Mr. Ordiz said that with
this condition, ETB would lose one of its more important units.

Telmex made an offer in 2005 for the 50% plus one share of
Telecom.  The company was willing to pay about US$350 million,
but the Colombian government backed out of the deal to embark on
a broader bidding process.

Gina Paola Achuri -- Cablecentro's executive director -- told
BNamericas that the sale process has been overly favorable
for Telmex, which has had access to Telecom's key information
since August 2005.

Former central bank board member and director of think-tank
National Association of Financial Institutions, Sergio Clavijo,
had said to Dow Jones that the state-run company needs a foreign
partner to exit from its precarious financial condition.
Colombia Telecomunicaciones is facing a COP5 trillion of pension
liability that, according to Mr. Palacios, the winner would have
to pay by 2022 and only then would the ownership be transferred.

"Neither the company nor the government have a financial muscle
needed to keep investing in this company," Mr. Clavijo had told
Dow Jones.


TRANSTEL INTERMEDIA: Fitch Puts CCC+ Rating on US$165M Sr. Notes
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'CCC+' to Transtel
Intermedia S.A.'s proposed issuance of US$165 million senior
secured notes due 2016.  Proceeds from the issuance are expected
to primarily refinance existing indebtedness of parent company
Transtel S.A. through a tender offer.  The proposed notes will
be guaranteed by the holding company, Transtel S.A., and all
operating subsidiaries, and will be secured by virtually all of
the assets of the company.  The Rating Outlook is Stable.

Transtel's rating incorporates the company's high leverage,
marginal yet improving profitability, limited financial
flexibility, and its position as a niche player in Colombia's
competitive local exchange market.  The ratings incorporate an
improved financial and maturity profile following completion of
the transaction and moderate regulatory risk.  Transtel is
exposed to competition from larger local exchange incumbents and
increased substitution of fixed-line telephony by mobile
traffic.

Leverage as measured by total debt to EBITDA is high and should
improve following the completion of the proposed tender offer
and refinancing. Pro forma year-end 2005 total debt to EBITDA
adjusted for nonrecurring items should decrease to approximately
4.8x from 5.2x and pro forma adjusted EBITDA to interest expense
should increase to 1.9x from a low 1.5x; pro forma cash interest
expense coverage should decrease from about 2.0x to
approximately 1.9x.  The proposed refinancing will substantially
extend the company's debt maturity profile, lower refinancing
risks, and should provide the company with the opportunity to
grow over the next few years.  Transtel is expected to generate
low but increasing amounts of free cash flow that may be used to
gradually reduce indebtedness over the medium term.  Capital
expenditures are projected to be at minimal levels due to
Transtel's state-of-the-art 100% digital network, which provides
it with the economies of scale, and the ability to offer high-
quality voice and data services.  The network has enough
capacity to meet its expected growth over the next five years.

The company is well positioned to take advantage of offering
unregulated bundled products that include voice and broadband
services, as well as video services in Cali.  This strategy may
help the company to further reduce churn rate, and increase
profitability and penetration.  Future operating strategy is
targeted to lever the unused installed capacity of its network
in Cali, where good demographics and low market share by the
company provides a good opportunity to increase its subscriber
base by directly competing with incumbent, municipally owned
Emcali.  Transtel is the largest, though still small, private
fixed local service provider in Colombia.  The company has
leading market shares in Palmira and Cartago, where about 40% of
revenues are generated.

Over the last few years, Transtel's revenues have grown on an
overall basis, although in 2005, revenues declined slightly.
The decrease in 2005 revenues reflects the impact of the full-
year effect of 2004's late-in-year loss of subscribers generally
owed to the loss of subscribers at Teletequendama, a company
previously operated by TeleGirardot and sold to ETB by the
Superintendant of Utilities. Throughout 2005, Transtel reversed
the loss and increased its subscribers by 5.9%.  The reduction
in revenue in 2005 reflects the impact of a delayed
implementation in rate increases together with adds over the
year to replace the 2004 loss.  The industry continues to face
the challenge of fixed-line service substitution by wireless
services. Broadband penetration in Colombia is low and offers an
attractive opportunity over the medium term to enhance ARPU and
to help retain LIS with the offering of unregulated bundle
services.

Regulatory risk is moderate.  In 2006, the industry has switched
to charging for minutes versus pulses, which is not expected to
significantly affect the revenues of the company.  Local service
plans are regulated if market share exceeds 60%.  Transtel has
four of its seven local service operations under a regulated
regime since January 2006, representing approximately 64% of
LIS.  Regulated rates follow a cap system, in which original
caps are adjusted every year by the difference of the inflation
less a productivity factor, and for a service quality score.
The current productivity factor of 2% is comparable to certain
countries in the region that follow the same system.  The
productivity factor is reviewed every five years; the latest
took place in 2005, adding certainty until 2010.  Bundled
services are unregulated and may allow the company to mitigate
these limits.

The proposed transaction will be used to refinance, through a
tender offer, the company's outstanding secured notes,
subordinated convertible notes, and a portion of its floating-
rate notes, which were restructured under a 550 proceeding,
Colombia bankruptcy, in early 2004.  A minimum of at least 90%
of the outstanding debt must be tendered in order to allow the
new notes to be fully collateralized by the assets of the
operating companies.  Transtel's debt restructuring completed in
early 2004 improved its debt profile by lowering its leverage
and extended maturities, which are beginning to amortize.  As
part of the 2004 restructuring, a total of US$309.6 million of
indebtedness was exchanged for US$198.4 million of new debt and
US$111.2 million was capitalized as Transtel's equity either by
electing a capitalization treatment or a base treatment.
Holders of US$290.6 million elected the capitalization
treatment, receiving about US$152 million of senior secured
notes due 2008, and US$33 million of convertible subordinated
notes due 2008, which accrues to US$65.8 million.  Holders of
the remaining US$18.6 million elected for the base treatment
receiving US$11.4 million and COP$20.7 million that is
equivalent to US$7.2 million of floating-rate notes that mature
in 2014 with a three-year interest-free period.

Transtel controls and operates seven telephone systems and one
cable system serving residential and commercial subscribers in
10 cities including Cali and its metropolitan area, and the
municipalities of Popayan and Jamundi.  The company offers local
telephone, data, Internet and to a lesser extent pay television
services.  At Dec. 31, 2005 total subscribers included over
217,000 for fixed line services, 29.2 thousand Internet
subscribers including 2.3 thousand broadband users and 10
thousand pay television subscribers.  Revenues and EBITDA for
2005 amounted to approximately US$55 million and US$40 million
respectively.


TRANSTEL INTERMEDIA: S&P Affirms B- Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating on Cali, Colombia-based Transtel
Intermedia S.A. (Intermedia).  The outlook is negative.

Standard & Poor's also assigned its 'B-' senior unsecured debt
rating to Intermedia's newly proposed US$165 million 144A senior
notes with a maturity of 10 years, which will have the guarantee
of its operating subsidiaries and will be indirectly secured by
substantially all of the company's and its subsidiaries' assets.

Depending on the successful completion of these notes' private
placement, newly created Intermedia will be the absolute
successor of Cali, Colombia-based Transtel S.A.  Proceeds of the
notes will be used to fund a tender offer for at least 90% of
Transtel's outstanding 12.5% senior secured convertible notes
due 2008, and 50% of Transtel's convertible subordinated notes
due 2008.  The indirect security of Intermedia's "new" notes
will come from its investment position in the above-referred
secured notes, which post-tender will be held in trust created
for this purpose.  The ratings assume the successful completion
of this transaction, considered critical for the company's
liquidity and financial flexibility.  If the transaction does
not take place, the rating on the company would be lowered by at
least one notch.

"The ratings on Intermedia reflect its high leverage, inherited
from an aggressive business plan funded shortly before
Colombia's worst economic crisis in many years, and a weakened
business risk position due to the intense competition from
alternative telephone service providers, noticeably by the
growing and deregulated mobile service providers since early
2001, growing to 19.8 million users as of December 2005 from 2.3
million users in 2001, an eight-fold growth, which has taken
subscribers, local calls, and domestic long distance traffic
away from fixed-line networks," said Standard & Poor's credit
analyst Manuel Guerena.  The company's subscriber base has
constantly been decreasing since its 1999 peak of 286,206 active
lines; as a consequence its network can accommodate 30% more
active lines than those reported as of Dec. 31, 2005, and
capital expenditure needs will not be significant in the near
term.  While fixed-line local telephone service in Colombia is
not equally deregulated, recent changes in the regulatory
environment provide fixed-line operators more leeway in terms of
pricing, to compete with mobile operators, on top of the
difference in the call quality and Internet access.  Offsetting
factors include:

   -- the state-of-the-art technology of its fully digital
      network,

   -- price-based competition from mobile operators turning less
      intense, and

   -- a business strategy now more focused in the provision of
      service in Cali, focused through both cable modem or ADSL
      broadband services and on commercial customers, due to the
      reliability and good quality of its services, and the
      ability to accommodate new lines without incurring in
      significant capex in that city, which along with Palmira
      accommodates 60% of Transtel's customers.

Transtel, the largest private telephone entity in Colombia,
although a distant fourth place in the fixed-line local service
measured by telephone lines, is a holding company that jointly
owns different majority equity stakes in seven fixed-line local
telephone operating companies and one cable-TV company.  Active
since September 1995, its operating subsidiaries provide voice,
data, and other services to residential and commercial
subscribers in Cali, Colombia's third-largest city, where its
cable-TV company is licensed, and nine other nearby cities in
southwest Colombia, a footprint with an aggregate population of
approximately 3.6 million and a fixed-line penetration estimated
in 24.7%.

As of February 2006 Transtel had approximately 218,465 telephone
lines active, 32,200 Internet customers, and 10,342 pay-TV
subscribers. Comparing the year ended December 2005 with a year
prior, Transtel's telephone, Internet, and pay-TV subscribers
increased 5.7% and 22.6%, and 2.4%, respectively.  Due to
favorable economic, competitive and marketing conditions,
Transtel has been able to gradually reduce churn, which as of
year-end 2005 became 7.7%, down from 2004's 16.4%.  While its
fixed-line subscriber base represents a market share in its
combined locations of 24.7%, the company really has a 64% share
in markets outside of Cali, a city where its market position is
only 9%, clearly where most of its growth opportunities are
located.

In this respect, Transtel is looking to refinance toward longer
tenors and less restrictive covenants than those in its debt-
restructuring package that was formalized in February 2004.  Its
strategy of increasing its provision of nonregulated services
data, video, and Internet, into its region's high-end
residential and commercial markets, for targeting these
customers' appetite for broadband connection and fixed lines,
makes sense to better deal with the cellular companies'
competition, represented by local operating subsidiaries of
America Movil S.A. de C.V. (BBB+/Stable/--) and of Telefonica
S.A. (A-/Watch Neg/--).  Nevertheless, the pace for this
strategy's execution could be challenged by volatility in the
economic environment that is not foreseen, as evidenced by the
Republic of Colombia's current 'BB/Positive/B' foreign-currency
rating, but nevertheless still possible and by constraints
derived from operating under a highly leveraged condition.

The negative outlook comes from the challenging position of
operating with high indebtedness, which is expected to be the
case during the next three years.  A decrease in its internal
cash-flow generation, be it by further subscriber base erosion,
acquisitions, mergers, or for other reasons that could lead to a
higher than the above-mentioned Standard & Poor's leverage
expectation and further stress on the company's debt service
payment, could trigger a negative rating action. A sustained
increase in its free operating cash flows could lead to a
positive rating action.  Due to the importance of this
transaction to Transtel's liquidity and flexibility, in case
this transaction is not successfully completed in the considered
timeframe, the rating on Transtel would be lowered by at least
one notch.


=======
C U B A
=======


* CUBA: Plans to Import More Food from Nebraska, USA
----------------------------------------------------
Cuba will enter another deal with US state Nebraska to import
US$30 million worth of food, the Associated Press reports.  This
would further strengthen trade relations between the country and
the US state.

According to the AP, Nebraska Lt. Gov. Rick Sheehy said the new
deal would include the purchase of pork, cattle, poultry, wheat,
corn, soybeans, dry beans and dairy in the next 18 months.

The deal includes a US$2.8 million meat purchase from Farmland
Foods Inc., Pedro Alvarez -- head of the Cuban food import firm
Alimport -- told AP.

AP recalls that Nebraska governor Dave Heineman visited Cuba in
August 2005 and entered an accord with the Cuban government to
export about US$30 million in agricultural products in an 18-
month period.

Most of those deals have been completed, Mr. Alvarez told AP.

Cuba expects to spend between US$450 to US$550 million on US
food products this year from a total of about US$1.7 billion
allocated for food imports, Pedro Alvarez -- head of the Cuban
food import firm Alimport -- told AP.

"We've had a great commerce experience with Nebraska and this
shows the desire of many (US) states to work for free trade with
the United States," Mr. Alvarez was quoted by AP saying.

AP recalls that a US ban against communist Cuba has limited
travel and trade with the island for 45 years.  However, an
exception was created in 2000 that has allowed food and
agricultural products to be sold directly on a cash-only basis.

Mr. Alvarez told AP that Alimport is consolidating the links
between the state of Nebraska and Cuba that would be
strengthened if the trade restrictions were eliminated.

Mr. Heineman said in a news conference that Cuba has been a very
valuable trading partner.  Agriculture Director Greg Ibach has
also told AP that agriculture is the number one industry in
Nebraska and that Gov. Heineman saw an opportunity in Cuba to
expand the Nebraskan market.

                        *    *    *

Moody's assigned these ratings on Cuba:

      -- CC LT Foreign Bank Depst, Caa2
      -- CC LT Foreign Curr Debt, Caa1
      -- CC ST Foreign Bank Depst, NP
      -- CC ST Foreign Curr Debt, NP
      -- Issuer Rating, Caa1


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


* DOMINICAN REPUBLIC: Sets Up Plan to Face Oil Price Hikes
----------------------------------------------------------
A contingency plan is being prepared by the government of the
Dominican Republic to handle petroleum price hikes, Dominican
Today reports.

Members of the economic team have been worried about the rising
prices of petroleum but found the situation still manageable,
according to Dominican Today.

Authorities had estimated the petroleum bill at US$64 per
barrel, finance minister Vicente Bengoa told Dominican Today.
However, the minister was not very worried due to a lower and
stabilized dollar exchanged rate.

According to Dominican Today, Mr. Bengoa said that the Dominican
Republic's petroleum bill is somewhat above US$3,200 million a
year.  He expects that the increase would be less than US$200
million by year-end.

Temistocles Montas -- the chief government economist -- has
however admitted that rising oil prices would have a negative
impact in the country's economic development, Dominican Today
relates.

                       *    *    *

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


MILLICOM INTERNATIONAL: Receives US$4B Offer from China Mobile
--------------------------------------------------------------
The Financial Times reports that Millicom International S.A.,
which put itself up for sale in January, has received an offer
of US$4 billion from China Mobile, which is among the final
bidders for the mobile phone company.

According to the paper, the second round of bids for Millicom
had been set within the next few days.

China Mobile, along with six other groups would present offers.
It would mark the first overseas takeover by a Chinese state-
owned telecom group, if China Mobile is granted the purchase of
Telecom.

Currently, Millicom has more than 9 million subscribers in 16
countries in Latin America, Africa and Asia.  It is controlled
by the Swedish telecom and media group Kinnevik.

The bidders of Millicom have been very attentive on the
company's finances for the past few weeks, the paper said.

                      About China Mobile

China Mobile Communications was spun off in 2000 from China
Telecommunications Corporation. With more than 100 million
subscribers, the company is China's leading mobile phone service
provider, ahead of China Unicom; worldwide, only UK-based
wireless giant Vodafone Group counts as many subscribers. China
Mobile Communications' publicly traded subsidiary, China Mobile
(Hong Kong), serves 76 million customers in 13 provinces and
plans to buy more provincial subsidiaries from its parent
company. China's Ministry of Information Industry controls China
Mobile Communications.

                     About Millicom Int'l

Millicom International Cellular S.A. -- http://www.millicom.com/
-- is a global telecommunications investor with cellular
operations in Asia, Latin America and Africa.  It currently has
cellular operations and licenses in 16 countries.  The Group's
cellular operations have a combined population under license of
approximately 391 million people.

The Central America Cluster comprises Millicom's operations in
El Salvador, Guatemala and Honduras.  The population under
license in Central America as at December 2005 is 26.4 million.

The South America Cluster comprises Millicom's operations in
Bolivia and Paraguay. The population under license in South
America as at December 2005 is 15.2 million.

                        *     *     *

Millicom International's 10% senior notes due 2013 carry Moody's
B3 rating and Standard & Poor's B- rating.


* EL SALVADOR: Sells US$400 Million Reopened Global Bond
--------------------------------------------------------
El Salvador has sold US$400 million of reopened global bond,
which would due in 2035, one of the lead managers of the deal
told Reuters.

According to Reuters, the bond was sold at a yield of 7.636%.
The lead managers of the deal were Citigroup and JP Morgan.

The bond will have an outstanding amount of US$775 million,
Reuters relates.

Reuters adds that notes with a coupon of 7.65% were sold at 240
basis points over comparable US Treasuries.

                        *    *    *

Fitch Ratings assigned these ratings on El Salvador:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     BB+      Jun. 18, 2004
   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



===============
H O N D U R A S
===============


BANCO NACIONAL: Head Denies Reports on Possible Bankruptcy
----------------------------------------------------------
Jose Segovia -- president of Banco Nacional de Desarrollo
Agricola aka Banadesa, a development bank in Honduras -- has
denied reports that the bank could go bankrupt, Business News
Americas reports.

Hector Hernandez -- agriculture minister -- told local daily La
Tribuna that Banadesa is in danger of closing down if it
gets no financial support, saying that the company only has
about HNL200 million for lending purposes and a large debt.

As reported in the Troubled Company Reporter on Feb. 7, 2006,
Banadesa had been asked by the Honduran National Commission of
Banks and Insurance to infuse about HNL672.2 million in capital
to prevent the agency's closure.

However, Mr. Segovia informed BNamericas that development banks
like Banadesa could not go bankrupt as their operations are
backed by the state.

Banadesa has been used as a political tool, Mr. Segovia told
BNamericas.  The irresponsible granting of loans resulted to an
accumulation of a large number of bad loans because the bank has
not been able to recover all of the loans it granted.

Mr. Segovia did not reveal to BNamericas the exact past-due loan
figure.  However, he hinted that it was in the 40-60% range.

The high level of bad loans was because of Banadesa's poor
credit risk management and not to its clients' payment ethic,
Mr. Segovia clarified to BNamericas.

Banadesa did not have a credit risk department in the past, Mr.
Segovia was quoted by BNamericas saying.  Being owned by the
state, the bank is very vulnerable to political changes and
there is high staff turnover.  The bank's new strategy is
designed to avoid political pressure.  As part of those changes,
Banadesa executives will no longer be appointed by the
government.

Banadesa is in talks with Guatemala's state-owned Banco de
Desarrollo Rural to learn from that bank's success in dealing
with past-due loans.  Banadesa is also considering the
incorporation of non-government shareholders like small and
medium-sized agriculture producers, Mr. Segovia told BNamericas.

As reported in the Troubled Company Reporter on April 18, 2006,
Mr. Hernandez commented that a decision must be made by the
congress and the government whether to promote Banadesa or to
close it down.

Mr. Hernandez was quoted by BNamericas saying that the way the
firm is operating does not help agricultural producers much.



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


MIRANT CORP: NY-Gen Unit Gets Access to $5 Million DIP Financing
----------------------------------------------------------------
The Honorable Michael D. Lynn of the U.S. Bankruptcy Court for
the Northern District of Texas authorizes Mirant NY-Gen, LLC, to
enter into the debtor-in-possession facility and to execute and
deliver the DIP Facility Credit Agreement and the DIP Facility
documents.

                   Summary of the DIP Facility

The salient terms of the DIP Facility are:

          Borrower: Mirant NY-Gen, LLC

            Lender: Mirant Americas, Inc.

          Facility: A revolving loan of $5,000,000, which may,
                    from time to time, be prepaid and reborrowed

      Closing Date: Will not occur if these conditions are not
                    satisfied:

                    (a) The parties' execution of the DIP
                        Facility Agreement, and MAI's receipt of
                        all required documents;

                    (b) There exists no default or event of
                        default; and

                    (c) True and correct representations and
                        warranties.

  Commitment
  Termination Date: The Commitment Termination Date will be the
                    earliest of:

                    (a) June 30, 2006;

                    (b) the date of termination of MAI's
                        obligations to make revolving loans or
                        to permit existing revolving loans to
                        remain outstanding due to the occurrence
                        of an Event of Default;

                    (c) the date of indefeasible prepayment in
                        full by Mirant NY-Gen of the revolving
                        loans;

                    (d) the date on which any liens securing any
                        outstanding obligations or payments to
                        the MAI are set aside or avoided, or the
                        related claims are disallowed in any
                        manner; and

                    (e) the effective date of Mirant NY-Gen's
                        Plan of Reorganization.

   Use of Proceeds: The proceeds will be used solely for working
                    capital and remediation of the Swinging
                    Bridge Dam in accordance with a budget that
                    evidences:

                     i. completion of planned remediation prior
                        to the scheduled Commitment Termination
                        Date; and

                    ii. that the planned remediation work can be
                        completed by MAI with funding in amount
                        less than or equal to commitment under
                        the DIP Facility.

                    The Budget, which will be subject to MAI's
                    review and approval must be approved by the
                    Bankruptcy Court, and musn't contravene any
                    requirement of law or any DIP Facility
                    document.

          Interest: Mirant NY-Gen will pay interest to MAI in
                    arrears in respect of the unpaid principal
                    amount of each revolving loan on each
                    applicable payment date at the applicable
                    LIBOR Rate plus 4.25%.

     Default Rates: In the event of default, the interest rates
                    applicable to the revolving loans will be
                    increased by two percentage points per
                    annum.  All outstanding obligations will
                    bear interest at the default rate applicable
                    to those obligations.

          Priority: Mirant NY-Gen's obligations under the DIP
                    Facility will, at all times, constitute a
                    Superpriority Claim in MAI's Chap. 11 cases,
                    having priority over all administrative
                    expenses under Sections 503(b) or 507(b) of
                    the Bankruptcy Code, subject only to the
                    Carve /.Out.

          Security: Mirant NY-Gen will grant, in favor of MAI, a
                    security interest in all the real,
                    intangible, and personal property and other
                    assets:

                    * a legal, valid, perfected and enforceable
                      security interest in:

                      -- all right, title and interest of Mirant
                         NY-Gen in the Collateral; and

                      -- avoidance power claims and any
                         recoveries under Section 549;

                    * a first priority perfected security
                      interest in all of Collateral that is not
                      encumbered by liens in favor of any other
                      person, subject only to certain permitted
                      liens; and

                    * a fully perfected security interest in all
                      of the Collateral encumbered on the
                      Petition Date, subject only to certain
                      permitted liens.

         Carve Out: Includes the allowed unpaid fees and
                    expenses payable under Sections 330 and 331
                    to professional persons employed by Mirant
                    NY-Gen pursuant to Bankruptcy Court orders,
                    as well as payment of certain fees pursuant
                    to Section 1930 of the Judiciary Procedures
                    Code and to the clerk of the Bankruptcy
                    Court.

   Indemnification: Mirant NY-Gen will indemnify and hold
                    Harmless MAI for all claims arising in
                    connection with, among other things:

                    * Mirant NY-Gen's Chapter 11 cases and the
                      extension, suspension, termination and
                      administration of the DIP Facility, except
                      to the extent that the liability arises
                      from MAI's gross negligence or willful
                      misconduct;

                    * certain costs, losses or expenses arising
                      in connection with revolving loans; and

                    * certain liabilities for taxes in
                      connection with the DIP Facility.

The Court rules that NY-Gen's obligations and indebtedness
arising under the DIP Facility and the DIP Facility Documents
will:

      i. have priority over any and all administrative expenses
         of the kind specified in Sections 503(b) or 507(b) of
         the Bankruptcy Code;

     ii. be secured by a lien on property of NY-Gen's estate
         that is not otherwise subject to a lien; and

    iii. be secured by a junior lien on property of the NY-Gen's
         estate that is subject to a lien; provided, however,
         that the lien is subject to the Carve-Out.

So long as no Default or Event of Default have occurred and will
be continuing under the DIP Facility, NY-Gen will be permitted
to pay compensation and reimbursement of expenses allowed and
payable under Sections 330 and 331 of the Bankruptcy Code or any
order of the Bankruptcy Court governing procedures for interim
compensation and reimbursement of expenses of professionals.

A full-text copy of the Order approving NY-Gen's $50 million DIP
Facility is available for free at:

              http://ResearchAarchives.com/t/s?7e0

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.  Mirant Corporation filed for chapter 11 protection on
July 14, 2003 (Bankr. N.D. Tex. 03-46590), and emerged under the
terms of a confirmed Second Amended Plan on January 3, 2006.
Thomas E. Lauria, Esq., at White & Case LLP, represented the
Debtors in their successful restructuring.  When the Debtors
filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts.  (Mirant
Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services placed a 'B+' corporate
credit rating on Mirant and said the outlook is stable.


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


BALLY TOTAL: Enters Into Executive Services Agreement With Tatum
----------------------------------------------------------------
On April 13, Bally Total Fitness Holding Corporation inked an
interim executive services agreement with Tatum, LLC, under
which Ronald G. Eidell, a partner of Tatum, was engaged as
Senior Vice President, Finance of the Company.  Mr. Eidell will
serve as chief financial officer and assume responsibility for
all financial and accounting functions at Bally Total.

The Services Agreement provides that Mr. Eidell will devote
efforts to the company in a manner that is customary for senior
executives of the company, for a salary of US$38,400 per month.
In addition, under the Services Agreement the company will pay
Tatum a fee of US$9,600 per month.  The company may terminate
the Services Agreement on 30 days' prior written notice, or
immediately for cause.  Tatum may terminate the Services
Agreement on 60 days' prior written notice.  In the event that
the company elects to terminate the Services Agreement prior to
the ninetieth day from the first date of employment, it must pay
an early termination fee such that the sum of the termination
fee and the total Salary and Fees paid shall equal US$2,700 per
day worked. However, the Company has the right to terminate the
Services Agreement immediately within the first thirty days of
employment with no early termination fee.  The company has no
obligation to provide Mr. Eidell with any health or medical
benefits, stock or bonus payments or any other benefits, other
than coverage under the company's existing directors' and
officers' insurance policies.

Also on April 13, Carl J. Landeck stopped serving as Chief
Financial Officer of the company and David S. Reynolds, Vice
President and Controller of the company, was appointed principal
financial officer and principal accounting officer.  Mr.
Reynolds has served as the Company's Controller since February
8, 2005 and has no other relationship with any member of
management or the Board of Directors of the company. Prior to
joining the Bally Total, Mr. Reynolds was Senior Vice President
and Controller of Comdisco, Inc.  The company anticipates that
Mr. Eidell will assume responsibility for signing the company's
SEC filings after the filing of the company's Quarterly Report
on Form 10-Q for the quarter ending March 31, 2006.

                      About Bally Total

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 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 followed 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 July 2006.


GRUPO MEXICO: La Caridad 26-Day Protests Result to Arrests
----------------------------------------------------------
Some 22 union workers blocking access to miner Grupo Mexico SA's
La Caridad mine for 26 days will be arrested, Juan Rebolledo --
the company vice president for international affairs told Dow
Jones Newswires.

Local authorities started executing arrest orders for the union
members, Mr. Rebolledo informed Dow Jones.  One of them has
already been detained.

Mr. Rebolledo was quoted by Dow Jones saying that the move by
local authorities is a significant development in the strike
that has caused Grupo Mexico to lose about 700,000 pounds of
contained copper a day.  According to him, Grupo Mexico has been
pressuring local authorities to get involved.

As reported in the Troubled Company Reporter on April 19, 2006,
Grupo Mexico said it was urging authorities to arrest union
members blocking work at the La Caridad copper mine and
concentrator in Mexico after a 24-day strike threatens to leave
the company short for May copper deliveries.

The miners commenced the strike after the Mexican government
didn't recognize Napoleon Gomez Urrutia as union leader of the
Miner and Steelworkers Union.

Mexico's Labor Ministry on Feb. 17 recognized Elias Morales as
the union's leader in place of Napoleon Gomez, citing
allegations of embezzling US$55 million.  But union members
asserted that deposing Mr. Gomez without a hearing is not legal.

Grupo Mexico backs the government's recognition of Mr. Morales
as union leader.

As a result of the strike, Grupo Mexico is losing daily
production of about 1,100 metric tons of copper what the company
calls "illegal work stoppages."  The company said last week it
notified customers it may not make May deliveries because of the
strike at the La Caridad mine.

Copper for May delivery rose 15.9 cents, or 4.4% to US$2.8155 a
pound in New York trading on April 13 and has risen 42% since
the beginning of the year.

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.


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


PARMALAT GROUP: Citibank Can Sue Parmalat Paraguay S.A.
-------------------------------------------------------
In a stipulation approved by the Honorable Robert D. Drain of
the U.S. Bankruptcy Court for the Southern District of New York,
Citibank, N.A., and Citibank, N.A. International Banking
Facility, on one hand, and Dr. Enrico Bondi, CEO of Parmalat
S.p.A. and extraordinary administrator of Parmalat Finanziaria
S.p.A. and certain of its affiliates, on the other hand, agree
that at 5:00 p.m. New York time on May 1, 2006, the Preliminary
Injunction Order will automatically be deemed modified to permit
Citibank to take any action to enforce its rights against
Parmalat Paraguay S.A. or otherwise with respect to the
obligations of Parmalat Paraguay to Citibank in Paraguay.

During the Standstill Period, Parmalat Finanziaria and its
debtor-affiliates will provide Citibank with:

   -- access to company management;

   -- access to their Paraguayan advisers;

   -- access to their books and records;

   -- copies and access to forecasts, budgets, restructuring
      plans, term sheets relating to a sale or other disposition
      of the assets, purchase and sale agreements, and
      correspondence of any kind or nature relating to a sale or
      other disposition of the assets or the restructuring of
      the indebtedness.

Any information obtained by Citibank will be used exclusively
for accessing and seeking a restructuring of the debt of
Parmalat Paraguay.  Citibank will maintain the information as
confidential.

The Standstill Period may be extended for an additional period
of time upon the parties' written agreement.

                         About Parmalat

Headquartered in Wallington, New Jersey, Parmalat USA
Corporation -- http://www.parmalatusa.com/-- generates more
than 7 billion euros in annual revenue.  The Parmalat Group's
40-some brand product line includes milk, yogurt, cheese,
butter, cakes and cookies, breads, pizza, snack foods and
vegetable sauces, soups and juices and employs over 36,000
workers in 139 plants located in 31 countries on six continents.
The Company filed for chapter 11 protection on February 24, 2004
(Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer, Esq., and
Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP,
represent the Debtors.  When the U.S. Debtors filed for
bankruptcy protection, they reported more than $200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.  (Parmalat Bankruptcy News, Issue No. 71;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PETROLEO BRASILEIRO: Purchases Shell's Businesses in Paraguay
-------------------------------------------------------------
Brazil's state-run oil company Petroleo Brasileiro SA has
completed the acquisition of Royal Dutch Shell PLC's fuel and
distribution businesses in Paraguay, according to a report from
Dow Jones Newswires.

Petrobras paid for Shell's 134 service stations and 52
convenience stores in Paraguay, as well as Shell's fuel
businesses in Colombia, about US$140 million.  The asset
purchase deal was signed in December 2005.

The Brazilian oil firm told Dow Jones that the stores and
service stations will change to the Petrobras brand name within
18 months.  No employees will be laid off.

Dow Jones says that Petrobras already owns the largest fuel
distribution network in Brazil and has market shares of 15% in
Argentina and 25% in Bolivia.

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-


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


G+G RETAIL: Court Approves CRP's Retention as Crisis Managers
-------------------------------------------------------------
G+G Retail, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to
employ:

   -- Corporate Revitalization Partners, LLC, as its crisis
      managers and financial advisors; and

   -- Charles F. Kuoni III as its chief restructuring officer.

Mr. Kuoni is a director at CRP.  He assisted the Debtor in
planning for its chapter 11 planning.  As CRO during the
Debtor's chapter 11 proceeding, Mr. Kuoni will assist the Debtor
in its operations and the completion of the sale of
substantially all of G+G's assets.

                       Professional Services

In particular, Mr. Kuoni will:

   a) serve as the interface between counsel and management to
      assist with the Debtor's duties in managing the bankruptcy
      estate;

   b) attend court hearings and provide testimony on those
      matters that the CRO is knowledgeable and is deemed to
      have expertise;

   c) assist in the development of a plan and negotiate with
      unsecured creditors;

   d) provide testimony on the feasibility of a plan and whether
      the plan provides for a recovery that is greater than the
      recovery of unsecured creditors under chapter 7;

   e) work with the Debtor's counsel in preparing a disclosure
      statement and a chapter 11 plan;

   f) assist management in complying with the monthly reporting
      requirement to the U.S. Trustee;

   g) assist with real estate lease negotiations; and

   h) do other duties as the Board of Directors and CRP may
      agree upon.

CRP will also:

   a) work with the Debtor and its counsel to gather information
      and data necessary to prepare bankruptcy schedules;

   b) work with prospective DIP lenders;

   c) work with management to identify additional overhead cost
      savings, including a review of distribution center and
      store operating overhead;

   d) work with management to prepare scripts for dealing with
      employee questions regarding bankruptcy;

   e) work with management on handling vendor calls regarding
      the collection of past due amounts and deposits for future
      goods;

   f) work to establish procedures for dealing with reclamation
      claims including the verification of inventory and
      validity of claims;

   g) work with management to evaluate the impact on cash flow
      of fewer stores and less merchandise inventory in 2007
      projections as a result of the reduced level of
      merchandise purchased in January and February 2006;

   h) work on preparing the weekly cash flow projection for the
      DIP;

   i) join with management in negotiating regarding funding of
      current obligations;

   j) contact liquidators and arrange for liquidation of non-
      core stores;

   k) act as a repository for any legal notices received from
      landlords and distribute same to legal team and
      management;

   l) attend critical meetings and Board meetings when asked;

   m) work with management preparing for and presenting all of
      the services enumerated to the Board of Directors; and

   n) assist the Debtor in complying with its reporting
      requirements as a debtor-in-possession, including the
      filing of monthly operating reports.

The Court also authorized the Debtor to employ these
professionals from CRP to provide services in support of Mr.
Kuoni's role:

      Professional                 Description of Services
      ------------                 -----------------------
      William Snyder,         Will provide testimony in support
      Managing Partner        of the motion to obtain DIP
                              financing and the sale motion with
                              respect to the Debtor's efforts to
                              obtain new equity investors,
                              financing, DIP financing and
                              efforts to negotiate the sale of
                              the Debtor's assets.  In addition,
                              Mr. Snyder may provide testimony
                              on those matters at later hearings
                              if necessary.

      Gil Osnos,              Will provide assistance to the
      Partner                 Debtor with respect to store
                              operations and general
                              merchandising.  Mr. Osnos's
                              involvement in the case, however,
                              is expected be very limited since
                              Debtor anticipates operating as
                              a going concern for a short period
                              of time prior to the proposed sale
                              of substantially all of the
                              Debtor's assets.

      William J. Sanford,     Will assist the Debtor in
      Associate               complying with its financial
                              reporting requirements while in
                              chapter 11, which includes
                              assisting the Debtor with the
                              preparation and filing of the
                              monthly operating reports.  In
                              addition, Mr. Sanford will provide
                              additional support to the Debtor
                              with respect to matters involving
                              accounting functions, vendor
                              reclamations, and other matters
                              that may arise during the case.

      Substituted Associates  May be utilized to provide the
                              same types of services to the
                              Debtor if Mr. Sanford is
                              unavailable.

                       Compensation

As reported in the Troubled Company Reporter on Feb. 2, 2006,
William K. Snyder disclosed his firm's professionals' current
hourly billing rates:

         Designation                   Rate
         -----------                   ----
         Managing Partners          $350-$475
         Partners/Directors         $225-$350
         Associates                 $175-$225

Mr. Kuoni III's fees will be capped at $16,250 per week billed
on an hourly basis.

Furthermore, the firm will receive a $350,000 success fee if the
Debtor will be sold as a going concern or emerge from chapter 11
as a going concern with at least 250 stores in accordance with a
plan.

Mr. Snyder assures the Court that CRP and Mr. Kuoni are
disinterested as that term is defined in Section 101(14) of
the Bankruptcy Code.

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


OCA INC: Committee Taps William Steffes as Local Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of OCA, Inc., and
its debtor-affiliates asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana for authority to retain William E.
Steffes, Esq., and the law firm of Steffes, Vingiello &
McKenzie, LLC, as its local counsel, nunc pro tunc to March 30,
2006.

Steffes Vingiello will assist the Committee in performing its
duties in the Debtors' Chapter 11 cases and will take any action
necessary or required to represent the Committee' interests.
The firm will work with Jenner & Block, LLP, of Chicago,
Illinois, which serves as the Committee's national counsel.

The Committee did not disclose how much Steffes Vingiello
charges for its services.

Mr. Steffes assures the Bankruptcy Court that his firm does not
hold any interest adverse to the Debtors' estates.

                About Steffes, Vingiello & McKenzie

Steffes, Vingiello & McKenzie, LLC -- http://www.steffeslaw.com/
-- is an eight-attorney law firm with offices in Baton Rouge and
New Orleans, Louisiana.   The firm concentrates in complex
bankruptcies, workouts, reorganizations, insolvency matters,
banking and commercial litigation.  Mr. Steffes can be reached
at:

     William E. Steffes, Esq.
     Steffes, Vingiello & McKenzie, LLC
     13702 Coursey Boulevard, Building 3
     Baton Rouge, LA 70817

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/
-- provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well
as capital and proprietary information systems to approximately
200 orthodontic and dental practices representing approximately
almost 400 offices.  The Company's client practices provide
treatment to patients throughout the United States and in Japan,
Mexico, Spain, Brazil and Puerto Rico.

The Company and its debtor-affiliates filed for Chapter 11
protection on March 14, 2006 (Bankr. E.D. La. Case No. 06-
10179).  William H. Patrick, III, Esq., at Heller Draper Hayden
Patrick & Horn, LLC, represents the Debtors.  When the Debtors
filed for protection from their creditors, they listed
$545,220,000 in total assets and $196,337,000 in total debts.


OCA INC: Has Until October 10 to Make Lease-Related Decisions
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
gave OCA, Inc., and its debtor-affiliates until Oct. 10, 2006,
to decide whether to assume, assume and assign, or reject
unexpired nonresidential real property leases.

The Debtors asked the Court to extend their statutory 120-day
lease decision period for an additional 90 days citing:

    a) the leases are important estate assets;

    b) their chapter 11 cases are large and complex;

    c) they are continuing to pay rent on the leases; and

    d) the 120-day period will not provide them with sufficient
       time to appraise each lease's value to a plan of
       reorganization.

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/
-- provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well
as capital and proprietary information systems to approximately
200 orthodontic and dental practices representing approximately
almost 400 offices.  The Company's client practices provide
treatment to patients throughout the United States and in Japan,
Mexico, Spain, Brazil and Puerto Rico.

The Company and its debtor-affiliates filed for Chapter 11
protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  William H. Patrick, III, Esq., at Heller Draper
Hayden Patrick & Horn, LLC, represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
$545,220,000 in total assets and $196,337,000 in total debts.


=================================
T R I N I D A D   &   T O B A G O
=================================


DIGICEL: Arbitration Panel Unable to Issue Interconnection Rates
----------------------------------------------------------------
As previously reported, Digicel Limited has inked an
interconnection pact with the nation's incumbent provider --
Telecommunications Services of Trinidad and Tobago -- without
additional costs until an arbitration panel will issue a
decision on the rates.

Interconnection allows traffic from one party's network to be
transferred onto anther party's network.

An arbitration team was established to help settle a dispute on
interconnection rates between Digicel and TSTT.

The arbitration team is comprised of Rory Mc Millan, a UK-based
lawyer who also practises in the US and Canada, economist and
Telecommunications Authority of Trinidad and Tobago directors
Dr. Ronald Ramkissoon and Dr. Shahid Hussain.

The panel missed a deadline to provide temporary interconnection
rates on April 18 (with the final rates settled in June) as a
result of TSTT's stay motion filed with the High Court of
Trinidad and Tobago.

In an interview with the Trinidad Express, TSTT's vice president
for Legal, Regulatory and Carrier Services, Lisa Agard, said
that the company filed for a stay on the judgment from the
arbitration panel questioning the panel's jurisdiction.

"It's purely a legal point that we say based on the construction
of the concession laws that the panel does not possess the
mechanisms for setting interim interconnection rates," Ms. Agard
informed the Express.

Meanwhile, Digicel's chief executive officer Stephen Brewer told
the Express:

"We believe that the TATT tribunal consists of very experienced
people and that they have taken all the necessary information
into consideration using Caribbean and international
benchmarks."

Digicel Limited is a wireless services provider in the Caribbean
region founded in 2000, and controlled by Denis O'Brien.  The
company started operations in Jamaica in April 2001 and now
offers GSM mobile services in 13 countries of the Caribbean
including Jamaica, St. Lucia, St. Vincent, Aruba, Grenada,
Barbados, Cayman, and Curacao among others.  Digicel finished
FY2005 with 1.722 million total subscribers -- 97% pre-paid --
estimated market share of 67% and revenues and EBITDA of US$478
million and US$155 million, respectively.

                        *    *    *

On Mar. 10, 2006, Fitch affirmed the 'B' rating of Digicel
Limited, senior unsecured debt, including the US$300 million
senior notes due 2012, following the announcement that it is in
the process of acquiring Bouygues Telecom Caraibe.  Fitch said
the Outlook for the Ratings is Stable.



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


CITGO: Will Pay US$50 Million to Settle Dispute with Lyondell
-------------------------------------------------------------
Citgo Petroleum Corp., the US refining arm of Venezuelan state-
run oil firm Petroleos de Venezuela aka PDVSA, will pay Lyondell
Chemical Co. US$50 million in fuel supplies to silence disputes
and go on with the sale of jointly owned Lyondell-Citgo Refining
L.P., Rafael Ramirez -- Venezuelan oil minister and president of
PDVSA -- was quoted by the Associated Press saying.

"The dispute was resolved.  We agreed it was an exaggerated sum
and we are paying $50 million not in cash but in consumables,"
Mr. Ramirez said during an interview with newspaper El
Universal.

Dow Jones Newswires relates that the Houston-based refinery was
created in 1993, with Lyondell having a 58.75% stake and Citgo
owning about 41.25%.  The plant has a crude oil processing
capacity of 268,000 barrels a day.

AP recalls that the two firms had announced plans earlier this
month to sell the 268,000 barrel-a-day plant after settling the
four-year old lawsuit.

Dow Jones Newswires relates that Lyondell had sued PDVSA in
February 2002 for $90 million.  Lyondell claimed that the
Venezuelan firm had ceased supplying feedstock to the refinery,
violating a long-term crude supply contract.

Lyondell had demanded a sum that was too high as compensation
for disrupted Venezuelan crude oil supplies during a crippling
2002-2003 oil strike that virtually paralyzed exports, Mr.
Ramirez told El Universal.

According to AP, Venezuela's President Hugo Chavez said the
Citgo refineries have been a bad deal for his country because
they buy Venezuelan oil at a discount while paying taxes in the
US, the largest buyer of Venezuelan crude.  President Chavez has
been vocal with his contempt of the US and had repeatedly
threatened halt on supplying oil to the country, saying that
Venezuela has been looking for new markets.

As reported in the Troubled Company Reporter on April 10, 2006,
Citgo signed a letter of intent with Lyondell to jointly explore
the sale of their Lyondell-Citgo Refining L.P.

According to Dow Jones, PDVSA said last September that it wanted
to sell its stake in the refinery to recover its $5 billion
investment.

Lyondell, Citgo and PDVSA has resolved all litigation related to
the refinery, Dow Jones states.

Dow Jones adds that the US Department of Labor issued in March
citations against Lyondell-Cito Refining L.P.  for health and
safety violations.  It fined the venture about $55,000.

PDVSA, Citgo and Lyondell planned to move diligently to solicit
offers for the refinery and it was decided any deal would be
subject to approval by the appropriate governing bodies, Dow
Jones reports.

Headquartered in Houston, Texas, CITGO is owned by PDV America,
an indirect, wholly owned subsidiary of Petroleos de Venezuela
S.A., the state-owned oil company of Venezuela.

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.

As reported on Feb. 16, 2006, Standard and Poor's Ratings
Services assigned a 'BB' rating on CITGO Petroleum Corp.

Standard & Poor's 'BB' rating on CITGO is higher than the 'B+'
corporate credit rating on PDVSA, because of the relative
strength of the refiner's financial profile and the asset
protection afforded to CITGO creditors, if CITGO defaults for
PDVSA-specific reasons, for example, a Venezuela sovereign
default.  Nevertheless, CITGO could be challenged by events
surrounding PDVSA.


ELECTRICIDAD DE CARACAS: Pays US$0.0371 Per Share Dividend
----------------------------------------------------------
Electricidad de Caracas aka EDC paid a cash dividend of 80
bolivares (US$0.0371) on April 18, Business News Americas
reports.

BNAmericas says that stockholders also authorized the board to
file EDC shares on "new international markets," as the company's
shares currently only trade on the Caracas stock exchange.

EDC is a vertically integrated utility in Venezuela, operating
in electricity distribution, transmission, and generation in the
capital city of Caracas and its metropolitan area.  It is the
largest private electric utility in the country and is owned by
US-based AES Corp. (B+/Positive/--).  S&P does not expect the
support from the parent company to be a meaningful credit factor
for EDC.

                        *    *    *

On Feb 9, 2006, Standard & Poor's Ratings Services affirmed its
'B' long-term corporate credit rating on C.A. La Electricidad de
Caracas aka EDC and its 'B' rating on Electricidad de Caracas
Finance B.V.'s $260 million senior unsecured notes.  S&P said
the outlook is stable.

On Feb. 3, 2006, S&P raised the long-term local and foreign
currency sovereign credit ratings on the Bolivarian Republic of
Venezuela to 'BB-' from 'B+'.  The decision to raise the ratings
on Venezuela was supported by the continued sharp improvements
in Venezuela's external indicators, which are attributable to a
large current account surplus, a high level of international
reserves, and lower external debt in addition to buoyant
economic growth and the potential buyback of external debt.


* VENEZUELA: Opens Caruachi Hydroelectric Power Plant
-----------------------------------------------------
Venezuela has officially opened the US$2.5 billion Caruachi
hydroelectric plant on the Caroni river in the southeastern part
of Venezuela, Business News Americas relates.

Caruachi has been renamed Franciso de Miranda after the
Venezuelan independence hero.  BNamericas says that the opening
of the new plant, with an installed capacity of 2,196 megawatts,
will save 74,000 barrels a day of liquid fuels.  Most of the
energy generated by the plant will go to the steel mills and
aluminum smelters owned by state heavy industry holding CVG,
which also owns Electrificacion del Caroni or Edelca, the hydro
company that owns and operates Francisco de Miranda.

Edelca generates about 73% of all the power consumed in
Venezuela, BNamericas says.

According to national grid operator, Opsis, this year is good
for operating hydro complexes.  Heavy rains in late 2005 and
early 2006 boosted the level of the Guri reservoir to 36% above
its maximum historic level, BNamericas 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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Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Marjorie C. Sabijon, Sheryl Joy P. Olano, and
Stella Mae Hechanova, Editors.

Copyright 2006.  All rights reserved.  ISSN 1529-2746.

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