TCRLA_Public/060529.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

          Monday, May 29, 2006, Vol. 7, Issue 105

                            Headlines

A R G E N T I N A

CAMISUR S.A.: Seeks Court Approval to Reorganize
DIRECTV GROUP: Adds Azteca America to San Antonio Channel Lineup
FONDOS FIDUCIARIOS: Trustee Stops Validating Claims by June 20
LABORMED S.A.: Trustee Stops Verifying Claims by June 29
MALI DEL NORTE: Trustee Verifies Proofs of Claim Until June 15

MAS SALUD: Trustee Will Verify Creditors' Claims Until June 26
MILLER VARCO: Court Closes Reorganization Proceeding
OLDEAR S.R.L.: Enters Bankruptcy on Court Orders
PAN AMERICAN: Moody's Ups Corporate Family Rating to B2 from B3
PROQUIFIN ARGENTINO: General Report Due in Court on June 16

SAN JORGE: Court Concludes Reorganization Proceeding
TELEFONICA DE ARGENTINA: Moody's Ups Foreign Curr. Rating to B2
TESORO MARINO: Extends Proofs of Claim Filing Until June 27

* ARGENTINA: Says Venezuela's Admittance to Mercosur Unsigned

B A H A M A S

WINN-DIXIE: Assumes Modified Hallmark Marketing Pact
WINN-DIXIE: Panel Wants Houlihan's Retention Amendment Approved
WINN-DIXIE: Posts US$81-Mil. Net Loss in Four Weeks Ended May 3

B E R M U D A

ADIB AL: Creditors Must File Proofs of Claim by June 6
GALVEX HOLDINGS: Three Creditors Object to US$1-Mil Break-Up Fee

B R A Z I L

BANCO NACIONAL: Moody's Ups Senior Unsecured Debt Rating to Ba1
BANCO VOTORANTIM: Moody's Affirms Ba2 Sr. Unsecured Debt Rating
COMPANHIA DE BEBIDAS: Moody's Ups Foreign Currency Rating to Ba2
CP CIMENTO: Moody's LatAm Lowers Debenture Rating to Caa2
PETROBRAS ENERGIA: Moody's Ups Corp. Family Rating to B2 from B3

PETROLEO BRASILEIRO: Moody's Ups Corporate Family Rating to Ba2
TELE NORTE: Fitch Affirms Foreign Currency Rating at BB-
VARIG S.A.: Foreign Representatives Make US$3.9M ILFC Payments

C A Y M A N   I S L A N D S

ARIAU LTD: Sets Final Shareholders Meeting on June 2
BANK DANAMON: Moody's Upgrades Subordinated Debt Rating to Ba3
BANK INTERNASIONAL: Moody's Ups Subordinated Debt Rating to Ba3
BANK MANDIRI: Moody's Upgrades Debt Ratings to Ba3 from B1
BULL INVESTMENT: Creditors Must Submit Proofs of Claim by June 3

CAYMAN NITTETSU: Sets Last Shareholders Meeting on June 2
CRESCENT MEDIA (GLOBAL): Final Shareholders Meeting Is on June 8
CRESCENT MEDIA (MIDDLE): Holds Final General Meeting on June 8
ELC LTD: Sets June 1 Deadline for Proofs of Claim Filing
ELC (CAYMAN) LTD: Liquidator Stops Accepting Claims by June 1

SISYPHOS: Final Shareholders Meeting Is Scheduled for June 8
TCI FOCUS: Schedules Final Shareholders Meeting on June 8
UAM BOND: Liquidator Won't Accept Proofs of Claim After June 30

C O L O M B I A

* COLOMBIA: Will Sell State Gas Pipeline Firm for COP750 Bil.

C O S T A   R I C A

* COSTA RICA: Mulling Proposal on San Jose's Sewerage Expansion

D O M I N I C A N   R E P U B L I C

* DOMINICAN REPUBLIC: Investing ARS8 Billion in Puerto Plata
* DOMINICAN REPUBLIC: Growers Post Best Tobacco Yield

E C U A D O R

* ECUADOR: Faces 30,000 Job Losses If US Trade Agreement Expires
* ECUADOR: In Talks with Venezuela for Refinement of Crude
* ECUADOR: Trade & Industrialization Minister Files Resignation

E L   S A L V A D O R

MILLICOM INTERNATIONAL: Receives Two Bids for Telemovil Sale

* EL SALVADOR: Mulls Pension Reform to Reduce Fiscal Deficit

G U A T E M A L A

* GUATEMALA: Probable Site for Refinery Project of Mexico

H O N D U R A S

* HONDURAS: Revisions on Energy Pacts Could Save 500M Lempiras

J A M A I C A

AIR JAMAICA: Will Undergo Investigation on Contract Practices

M E X I C O

BANSI S.A.: S&P Withdraws Low B Ratings at Company's Request
GRUPO IUSACELL: Subsidiary Launches Exchange Offer for Debts
GRUPO MEXICO: Miners Threaten Work Stoppage in Cananea
TV AZTECA: Subsidiary Included in DIRECTV's San Antonio Lineup

N I C A R A G U A

* NICARAGUA: Mulls Construction of US$18B Inter-Oceanic Waterway

P A N A M A

* PANAMA: Economic Activity Up Almost 7% in First Quarter 2006
* PANAMA: Probable Site for Refinery Project of Mexico

P A R A G U A Y

* PARAGUAY: Vetoes Congress' Banking System Reform Proposal

P E R U

* PERU: Regulator Allows Pension Funds to Invest in Hedge Funds

P U E R T O   R I C O

CARIBBEAN RESTAURANTS: S&P Lowers Corporate Credit Rating to B
GLOBAL HOME: Court Approves Pachulski Stang as Chap. 11 Counsel
GLOBAL HOME: Gets Court OK on US$33.6M Asset Sale to C.R. Gibson
INTERLINE BRANDS: Commences Tender Offer for 11-1/2% Sr. Notes
KMART CORP: Wants to File National Settlement Under Seal

T R I N I D A D   &   T O B A G O

DIRECTV GROUP: Says Cable Piracy in Trinidad Is Rampant

U R U G U A Y

ADMINISTRACION NACIONAL: Moody's Ups Foreign Curr. Rating to B1

* URUGUAY: Creates Chamber of Commerce with Finland

V E N E Z U E L A

CITGO PETROLEUM: Relocating 350 Employees from Tulsa, Oklahoma
PETROLEOS DE VENEZUELA: Moody's Ups Foreign Curr. Rating to B1
PETROLEOS DE VENEZUELA: Preparing to Control Orinoco Oil Belt
PETROLEOS DE VENEZUELA: PDV GAS Seeks to Up Natural Gas Output

* VENEZUELA: Reports 9.4% GDP Growth in First Quarter
* VENEZUELA: Signing 200 Trade Pacts with Bolivia


                          - - - - -


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


CAMISUR S.A.: Seeks Court Approval to Reorganize
------------------------------------------------
Court No. 4 of Buenos Aires' civil and commercial tribunal is
studying the request for reorganization submitted by local
company Camisur S.A., says La Nacion.

The report adds that the company filed the reorganization
petition following cessation of debt payments on Nov. 30, 2004.

If the petition is granted, the company will be able to draft a
proposal designed to settle its debts with creditors.  The
reorganization also prevents an outright liquidation.

The city's Clerk No. 8 assists the court on this case.

The debtor can be reached at:

          Camisur S.A.
          Avenida Puyrredon 460
          Buenos Aires, Argentina


DIRECTV GROUP: Adds Azteca America to San Antonio Channel Lineup
----------------------------------------------------------------
DIRECTV Group Inc. has added KTDF-18, Azteca America, to the San
Antonio local broadcast channel lineup.  DIRECTV is the only
multichannel service provider to deliver KTDF-18 throughout the
entire San Antonio designated market area.

The launch of Azteca America, a subsidiary of TV Azteca, in the
San Antonio DMA marks the 17th major DMA where DIRECTV has
launched an Azteca America local channel.  DIRECTV customers in
this DMA who subscribe to the local channel package can now see
a variety of Azteca America's Spanish-language entertainment
programming.

TV Azteca, producer of Spanish-language programming, provides
KTDF-18 with the full array of TV Azteca's hard-hitting, highly
popular novelas in weekday primetime.

DIRECTV currently offers customers in the San Antonio DMA
access to additional Spanish-language local channels, including:

   -- KWEX (Univision),
   -- KVDA (Telemundo) and
   -- KNIC (Telefutura).

Other local channels in the lineup include:

   -- KSAT (ABC),
   -- KENS (CBS),
   -- KABB (Fox),
   -- WOAI (NBC),
   -- KLRN (PBS),
   -- KCWX (UPN) and
   -- KRRT (WB).

                       About TV Azteca

TV Azteca is one of the two largest producers of Spanish-
language television programming in the world, operating two
national television networks in Mexico -- Azteca 13 and Azteca 7
-- through more than 300 owned and operated stations across the
country.  TV Azteca affiliates include Azteca America Network, a
new broadcast television network focused on the rapidly growing
US Hispanic market, and Todito, an Internet portal for North
American Spanish speakers.

                        *    *    *

Moody's Investor Services rated TV Azteca's senior unsecured
debt at B1.

                       About DIRECTV

Headquartered in El Segundo, California, The DIRECTV Group, Inc.
-- http://www.directv.com/-- formerly Hughes Electronics
Corporation, provides multi-channel television entertainment,
and broadband satellite networks and services.  The DIRECTV
Group, Inc., is 37% owned by Fox Entertainment Group, Inc.,
which is owned by News Corporation.  DIRECTV is currently
available in Latin American countries: Argentina, Brazil, Chile,
Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras,
Mexico, Nicaragua, Panama, Puerto Rico, Trinidad & Tobago,
Uruguay, Venezuela and several Caribbean island nations.

                        *    *    *

Standard & Poor's Rating Services placed a BB long-term foreign
and local credit issuer rating on The DIRECTV Group, Inc. on
August 9, 2004.


FONDOS FIDUCIARIOS: Trustee Stops Validating Claims by June 20
--------------------------------------------------------------
Court-appointed trustee Lia Stella Maris Alvarez will stop
verifying claims from Fondos Fiduciarios S.A.'s creditors by
June 20, 2006.  Infobae relates that verified claims will be
used as basis in creating individual reports, which will be due
in court on Aug. 15, 2006.

A general report is expected in court on Sep. 26, 2006.  An
informative assembly is scheduled on March 27, 2007.

Fondos Fiduciarios S.A. started reorganization after a Buenos
Aires court approved its petition to reorganize.

The trustee can be reached at:

         Lia Stella Maris Alvarez
         Cerrito 146
         Buenos Aires, Argentina


LABORMED S.A.: Trustee Stops Verifying Claims by June 29
--------------------------------------------------------
Omar Lares, the court-appointed trustee of bankrupt firm
Labormed S.A., will stop verifying creditors' claims by
June 29, 2006, Infobae reports.

The individual reports on the validated claims will be submitted
on Aug. 25, 2006, followed by the general report on
Oct. 9, 2006.

As reported in the Troubled Company Reporter on July 1, 2005,
Labormed started its reorganization after Buenos Aires' Court
No. 11 appointed Mr. Lares to supervise the proceedings as
trustee.  Mr. Lares verified claims for the company's insolvency
proceeding until July 26, 2005, and submitted individual reports
in court on Sept. 8, 2005.  He also submitted the general report
on Oct. 24, 2005.

However, the court converted the company's reorganization into
bankruptcy.

The debtor can be reached at:

         Labormed S.A.
         Calle 37 Nro. 658, La Plata
         Buenos Aires, Argentina

The trustee can be reached at:

         Omar Lares
         Calle 11 Nro. 467, La Plata
         Buenos Aires, Argentina


MALI DEL NORTE: Trustee Verifies Proofs of Claim Until June 15
--------------------------------------------------------------
Adriana Beatriz Benzer, the court-appointed trustee of Mali del
Norte S.A.'s bankruptcy case, has started verifying the
authenticity of proofs of claim presented by the company's
creditors.  The verification phase is ongoing until
June 15, 2006.

A court in San Isidro, Buenos Aires, declared Mali del Norte
bankrupt after the company defaulted on its debt payments.  The
bankruptcy order has effectively placed the company's affairs as
well as its assets under the control of the trustee.

Following the verification of claims, Ms. Benzer will submit
individual reports on the validated claims for final approval by
the court on Aug. 8, 2006.  A general report will be submitted
on Sept. 21, 2006.

The debtor can be reached at:

           Mali del Norte S.R.L.
           Del Arca y Rio Lujan, San Fernando
           Buenos Aires, Argentina

The trustee can be reached at:

           Adriana Beatriz Benzer
           Ituzaingo 349 Casillero 4029, San Isidro
           Buenos Aires, Argentina


MAS SALUD: Trustee Will Verify Creditors' Claims Until June 26
--------------------------------------------------------------
Miguel Angel Drucaroff, court-appointed trustee of bankrupt
company Mas Salud Mental S.A., starts verifying creditors'
proofs of claim following the pronouncement of a Buenos Aires
court that the company is bankrupt, reports Infobae.  The
verification phase is until June 26, 2006.

The validated claims will be presented in court as individual
reports on Aug. 24, 2006.

Mr. Drucaroff will also submit a general report, containing a
summary of the company's financial status as well as relevant
events pertaining to the bankruptcy, on Oct. 6, 2006.

The bankruptcy process will end with the disposal of the
company's assets and sale proceeds distributed to creditors.

The debtor can be reached at:

          Mas Salud Mental S.A.
          Avenida Las Heras 2963
          Buenos Aires, Argentina

The trustee can be reached at:

          Miguel Angel Drucaroff
          Avenida Corrientes 2470
          Buenos Aires, Argentina


MILLER VARCO: Court Closes Reorganization Proceeding
----------------------------------------------------
The reorganization of Miller Varco Pruden S.A. has been
concluded.  Data revealed by Infobae on its Web site indicated
that the process was concluded after a court in La Plata, Buenos
Aires, approved the debt agreement signed between the Company
and its creditors.


OLDEAR S.R.L.: Enters Bankruptcy on Court Orders
------------------------------------------------
Oldear S.R.L. enters bankruptcy protection after a court in San
Lorenzo, Santa Fe, ordered the company's liquidation.  The order
effectively transfers control of the company's assets to a
court-appointed trustee, whose name is yet to be disclosed.  The
trustee will supervise the liquidation proceedings.

Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the company's accounting
and business records.

The dates of submission of these reports are yet to be
disclosed.

The debtor can be reached at:

         Oldear S.R.L.
         Avenida San Martin 1490, San Lorenzo
         Santa Fe, Argentina


PAN AMERICAN: Moody's Ups Corporate Family Rating to B2 from B3
---------------------------------------------------------------
Moody's Investors Service published the results of an
examination of corporate sector ratings in Latin America in
light of the revision of its rating methodology for "Foreign-
Currency Ceilings."

In November 2005, Moody's published a Request for Comment,
entitled "Revised Policy with Respect to Country Ceilings."
Based on supportive market responses Moody's decided to revise
the current policy.  The new policy incorporates the possibility
that a foreign currency government bond default would not be
accompanied by a moratorium on foreign currency external
payments.

Moody's upgrades this rating of Pan American Energy LLC under
the revised foreign currency ceilings:

   -- Corporate Family Rating (foreign currency): to B2 from B3
      with stable outlook.

These ratings are affirmed:

   Pan American Energy LLC

    -- Domestic currency rating:  Ba2 with stable outlook.

   Pan American Energy LLC, Argentine Branch

   -- Guaranteed Senior Unsecured Rating: Ba3 with stable
      outlook.


PROQUIFIN ARGENTINO: General Report Due in Court on June 16
-----------------------------------------------------------
Court-appointed trustee Rodolfo G. Vigil will present the
general report on Proquifin Argentino S.A.'s insolvency case on
June 16, 2006.  The general report contains an audit of the
company's accounting and business records.

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Proquifin Argentino started its reorganization proceeding after
a court in Rafaela, Santa Fe, appointed Mr. Vigil as trustee.

Mr. Vigil verified creditors' proofs of claim until
Feb. 3, 2006.  The verified claims were used as basis for the
individual reports that were submitted in court on May 4, 2006.

An informative assembly is scheduled for Sept. 26, 2006.
Creditors will vote to ratify the completed settlement plan
during the assembly.

The debtor can be reached at:

          Proquifin Argentino S.A.
          Ruta Provincial NA 70 Km. 554
          Bella Italia
          Santa Fe, Argentina

The trustee can be reached at:

          Rodolfo G. Vigil, Trustee
          Alte. Brown 339, Rafaela
          Santa Fe, Argentina


SAN JORGE: Court Concludes Reorganization Proceeding
----------------------------------------------------
The reorganization of Buenos Aires-based San Jorge S.A. has
ended.  Data revealed by Infobae on its Web site indicated that
the process was concluded after La Plata's Court No. 21,
authorized the debt agreement signed between the company and its
creditors.

Creditors of San Jorge accepted the company's settlement plan
during the informative assembly on Oct. 17, 2005.

As reported in the Troubled Company Reporter on Sept. 15, 2005,
court-appointed trustee Cecilia Laura Phillips verified
creditors' proofs of claim until May 20, 2005.  The validated
claims were used as basis for creating the individual reports
that were submitted by Ms. Phillips in court on July 8, 2005.

A general report that contains an audit of the company's
accounting and business records was presented in court on
Sept. 16, 2005.

The trustee can be reached at:

          Cecilia Laura Phillips
          Calle 41 Numero 578, La Plata
          Buenos Aires, Argentina


TELEFONICA DE ARGENTINA: Moody's Ups Foreign Curr. Rating to B2
---------------------------------------------------------------
Moody's Investors Service published the results of an
examination of corporate sector ratings in Latin America in
light of the revision of its rating methodology for "Foreign-
Currency Ceilings."

In November 2005, Moody's published a Request for Comment,
entitled "Revised Policy with Respect to Country Ceilings."
Based on supportive market responses Moody's decided to revise
the current policy.  The new policy incorporates the possibility
that a foreign currency government bond default would not be
accompanied by a moratorium on foreign currency external
payments.

Moody's upgrades this rating of Telefonica de Argentina, S.A.
under the revised foreign currency ceilings:

   -- Corporate Family Rating (foreign currency): to B2 from
      B3 with stable outlook;

   -- Foreign currency issuer rating: to B2 from B3 with
      stable outlook; and

   -- Senior Unsecured Rating (foreign currency): to B2 from
      B3 with stable outlook.


TESORO MARINO: Extends Proofs of Claim Filing Until June 27
-----------------------------------------------------------
Buenos Aires' Court No. 22 extended the submission of creditors'
proofs of claim against Tesoro Marino S.A. until June 27, 2006,
from May 2, 2006.  Alicia Monica Gadara, the court-appointed
trustee, will validate the claims.

The submission of the individual reports on the verified claims
has been moved to Aug. 23, 2006, from June 14, 2006.  The
presentation of the general report on the case has also been
rescheduled to Oct. 5, 2006, from Aug. 10, 2006.

The informative assembly will be held on March 7, 2007, instead
of on Dec. 7, 2006.

As previously reported, Court No. 22 approved the company's
petition to reorganize after it has defaulted on its payments on
August 2005.

Clerk No. 43 assists the court in this case.

The debtor can be reached at:

          Tesoro Marino S.A.
          Conrado Villegas 5424
          Buenos Aires, Argentina

The trustee can be reached at:

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


* ARGENTINA: Says Venezuela's Admittance to Mercosur Unsigned
-------------------------------------------------------------
Argentina's Foreign Ministry corrects reports saying Venezuela
had executed an adhesion protocol as full member of the Southern
Common Market or Mercosur, El Universal reports.

In a statement, the Foreign Ministry said that the protocol was
not signed on May 23, as reported, but only "there was agreement
on the content," El Universal relates.

"Last night, Tuesday, and following two intense negotiation
sessions at San Martín Palace of the Argentinean Foreign
Ministry, the working groups of Argentina, Brazil, Paraguay,
Uruguay and Venezuela agreed on a text for the Adhesion Protocol
of the Bolivarian Republic of Venezuela to Mercosur," the
Foreign Ministry's statement said.

"In this way, the five countries confirm their commitment to
consolidation of South American integration in the context of
Latin American unification. This should be an instrument to
further comprehensive development, fight poverty and social
dropout. Also, it should be based on complementation, solidarity
and cooperation."

                        *    *    *

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 A H A M A S
=============


WINN-DIXIE: Assumes Modified Hallmark Marketing Pact
----------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates obtained
authority from Judge Funk of the U.S. Bankruptcy Court for the
Middle District of Florida to:

    (a) approve their assumption of the Modified Expressions
        from Hallmark Marketing Agreement;

    (b) require the Debtors to pay US$3,969,000 to Hallmark
        Marketing Corporation as cure;

    (c) hold that, with the payment, all requirements of Section
        365(b)(1) are satisfied or waived; and

    (d) disallow Claim Nos. 7292 and 7293.

As reported in the Troubled Company Reporter on May 12, 2006,
procurement, Inc., and Hallmark Marketing Corporation are
parties to the Expressions from Hallmark Marketing Agreement
dated April 19, 2002, as amended.  Under the Prepetition
Agreement, Procurement obtains greeting cards and other personal
expression products from Hallmark for sale in the Debtors'
stores.

According to D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in New York, the Prepetition Agreement has become
economically unfavorable to the Debtors because it:

    (1) contains a volume quota that obligates the Debtors to
        purchase from Hallmark, wholesale product valued at
        US$262,886,000, with the term of the agreement
        continuing until the volume quota is satisfied.  As of
        March 31, 2006, the Debtors have made wholesale product
        purchases of US$84,000,000.  At their current level of
        purchasing, the Debtors estimate that they would be
        bound to the Prepetition Agreement for at least another
        10 years; and

    (2) requires the Debtors to devote an aggregate of 101,861
        permanent linear feet of store space to the display of
        Hallmark's products.  With the recent footprint
        reductions, the Debtors have fallen far short of that
        requirement.

As a consequence, the Prepetition Agreement allows Hallmark, at
its option:

    (a) to obtain a prorated refund from the Debtors of
        previously paid signing bonus and department replacement
        allowance amounts of US$7,800,000; or

    (b) to increase the amount of the volume quota.

Mr. Baker related that the Debtors and Hallmark agreed to modify
the volume quota and linear footage terms of the Prepetition
Agreement, which is reflected in the Second Addendum to
Expressions from Hallmark Marketing Agreement.  The Second
Addendum provides that:

    (a) Hallmark will reduce the volume quota, of which
        US$178,886,000 would otherwise remain outstanding, to
        US$61,000,000 for the period after March 31, 2006;

    (b) Hallmark will eliminate the linear footage requirement
        and the penalties for failing to satisfy the linear
        footage requirement; and

    (c) the Debtors will pay Hallmark US$3,969,000 in full and
        complete satisfaction of obligations existing under the
        Prepetition Agreement, representing a substantial
        discount of the amount that Hallmark would otherwise
        assert as cure.

The Postpetition Amendment contemplates that the Debtors will
move to assume the Prepetition Agreement as modified by the
Postpetition Amendment.  In conjunction with assumption of
the Modified Agreement, Hallmark has agreed that, subject to
payment of US$3,969,000, all liabilities as to which cure or
compensation would otherwise be required under Section 365(b)(1)
of the Bankruptcy Code have been satisfied or waived.

With the agreement, the proofs of claim filed by Hallmark
against the Debtors would be disallowed in full including (i)
Claim No. 7292 filed against Procurement for US$38,829,976 and
(ii) Claim No. 7293 filed against the Debtors for US$38,829,976.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King
& Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed US$2,235,557,000 in total assets and
US$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 39; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


WINN-DIXIE: Panel Wants Houlihan's Retention Amendment Approved
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Winn-
Dixie Stores, Inc., and its debtor-affiliates' bankruptcy cases
asks the U.S. Bankruptcy Court for the Middle District of
Florida to reduce Houlihan Lokey Howard & Zukin Capital, Inc.'s
Distribution Fee by:

    (a) 50% of each Monthly Fee paid during the first six months
        after the 12th Monthly Fee is paid -- March 2006 through
        August 2006; and

    (b) 75% of each Monthly Fee paid from September 2006 and
        onward.

Houlihan Lokey has and continues to provide additional services
and analyses to the Committee that are above and beyond the
services contemplated at the time the parties executed their
Original Engagement Letter, Patrick P. Patangan, Esq., at
Akerman Senterfitt, in Jacksonville, Florida, informs the Court.

Houlihan has assisted, Mr. Patangan notes, the Committee in:

    (a) opposing the formation of, and seeking the disbandment
        of, an equity committee;

    (b) determining whether substantive consolidation is
        appropriate in the Debtors' cases; and

    (c) continuing to evaluate the Debtors' business in an
        effort to assist in proposing a consensual plan of
        agreement.

In addition, due to the complexity of the financial, legal and
operational issues that were raised, the Debtors believe that
the engagement will take longer than either party had
anticipated.

Houlihan's compensation provides that the firm will receive:

    -- a US$100,000 monthly fee; and

    -- a Distribution Fee equal to 75% of the aggregate value
       received by non-priority unsecured creditors of the
       Debtors.

The Distribution Fee will be reduced by 100% of all Monthly Fees
paid to Houlihan after the 12th monthly fee that was timely
paid, but in no event will the Distribution Fee be reduced to
less than zero.

"The amendment will ensure that Houlihan continues to receive
reasonable compensation commensurate with the increased services
that [the Debtors'] Chapter 11 cases have required from
Houlihan," Mr. Patangan contends.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on
Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred
Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through
05-03840).  D.J. Baker, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Sarah Robinson Borders, Esq., and Brian C. Walsh,
Esq., at King & Spalding LLP, represent the Debtors in their
restructuring efforts.  Paul P. Huffard at The Blackstone Group,
LP, gives financial advisory services to the Debtors.  Dennis F.
Dunne, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John
B. Macdonald, Esq., at Akerman Senterfitt give legal advice to
the Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed US$2,235,557,000 in total assets and
US$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 39; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


WINN-DIXIE: Posts US$81-Mil. Net Loss in Four Weeks Ended May 3
---------------------------------------------------------------

                 Winn-Dixie Stores, Inc., et al.
            Unaudited Consolidated Balance Sheet
                      At May 3, 2006
                      (In thousands)

                          ASSETS

Current assets:
     Cash and cash equivalents                       US$156,314
     Marketable securities                               14,262
     Trade and other receivables, net                   155,838
     Insurance claims receivable                         44,652
     Income tax receivable                               30,382
     Merchandise inventories, net                       470,261
     Prepaid expenses and other current assets           44,876
                                                   ------------
Total current assets                                    916,585

Property, plant and equipment, net                      525,805
Other assets, net                                       116,617
                                                   ------------
Total assets                                       US$1,559,007

              LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
     Current borrowings under DIP Credit Facility      US$40,969
     Current portion of long-term debt                       230
     Current obligations under capital leases              3,832
     Accounts payable                                    225,372
     Reserve for self-insurance liabilities               90,355
     Accrued wages and salaries                           76,642
     Accrued rent                                         29,677
     Accrued expenses                                    112,115
                                                   -------------
Total current liabilities                                579,192

Reserve for self-insurance liabilities                   143,911
Long-term debt                                               184
Obligations under capital leases                           4,672
Other liabilities                                         15,980
                                                   -------------
Total liabilities not subject to compromise              743,939

Liabilities subject to compromise                      1,180,520
                                                   -------------
Total liabilities                                      1,924,459

Shareholders' deficit:
     Common stock                                        141,858
     Additional paid-in-capital                           34,125
     Accumulated deficit                               (507,126)
     Accumulated other comprehensive loss               (34,309)
                                                   -------------
Total shareholders' deficit                            (365,452)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT         US$1,559,007


                 Winn-Dixie Stores, Inc., et al.
         Unaudited Consolidated Statement of Operations
                  Four Weeks Ended May 3, 2006
                         (In thousands)

Net sales                                             US$575,138
Cost of sales                                            422,773
                                                   -------------
Gross profit on sales                                    152,365

Other operating and administrative expenses              161,016
Restructuring charges                                      2,783
                                                   -------------
Operating loss                                          (11,434)

Interest expense, net                                        265
                                                   -------------
Loss before reorganization items and income taxes       (11,699)
Reorganization items, net expense                          3,054
Income tax expense                                             -
                                                   -------------
Net loss from continuing operations                     (14,753)

Discontinued operations:

     Loss from discontinued operations                   (8,177)
     Loss on disposal of discontinued operations        (58,829)
     Income tax expense                                       -
                                                   -------------
Net loss from discontinued operations                   (67,006)
                                                   -------------
Net loss                                             US$(81,759)


                   Winn-Dixie Stores, Inc., et al.
            Unaudited Consolidated Statement of Cash Flows
                     Four Weeks Ended May 3, 2006
                            (In thousands)

Cash flows from operating activities:
   Net loss                                          US$(81,759)
   Adjustments to reconcile net loss to
    net cash provided by operating activities:
      Loss on sales of assets, net                         1,914
      Reorganization items, net expense                    3,054
      Depreciation and amortization                        8,007
      Stock compensation plans                               546
      Change in operating assets and liabilities:
         Trade and other receivables                      10,482
         Merchandise inventories                          23,628
         Prepaid expenses and other current assets       (4,023)
         Accounts payable                                (1,207)
         Reserve for self-insurance liabilities            1,327
         Lease liability on closed facilities             63,284
         Income taxes receivable                            (16)
         Defined benefit plan                               (89)
         Other accrued expenses                            3,829
                                                   -------------
      Net cash provided by operating
      activities before reorganization items             28,977
      Cash effect of reorganization items                (5,576)
                                                   -------------
Net cash provided by operating activities                 23,401

Cash flows from investing activities:
     Purchases of property, plant and equipment          (2,840)
     Decrease in investments and other assets              3,273
     Proceeds from sales of assets                         1,237
     Purchases of marketable securities                    (251)
     Sales of marketable securities                        1,264
     Other                                               (1,859)
                                                   -------------
Net cash used in investing activities                        824

Cash flows from financing activities:
     Gross borrowings on DIP Credit Facility               1,056
     Gross payments on DIP Credit Facility                 (639)
     Principal payments on long-term debt                   (18)
     Principal payments on capital lease obligations       (118)
     Other                                                    94
                                                   -------------
Net cash provided by financing activities                    375
                                                   -------------
Increase in cash and cash equivalents                     24,600
Cash and cash equivalents at beginning of period         131,714
                                                   -------------
Cash and cash equivalents at end of period            US$156,314

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on
Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred
Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through
05-03840).  D.J. Baker, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Sarah Robinson Borders, Esq., and Brian C. Walsh,
Esq., at King & Spalding LLP, represent the Debtors in their
restructuring efforts.  Paul P. Huffard at The Blackstone Group,
LP, gives financial advisory services to the Debtors.  Dennis F.
Dunne, Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John
B. Macdonald, Esq., at Akerman Senterfitt give legal advice to
the Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed US$2,235,557,000 in total assets and
US$1,870,785,000 in total debts.




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


ADIB AL: Creditors Must File Proofs of Claim by June 6
------------------------------------------------------
Creditors of Adib Al Hilal Fund Ltd. are given until
June 6, 2006, to prove their claims to Robin J. Mayor, the
company's liquidator, or be excluded from receiving any
distribution or payment that the company will make.

Creditors are required to send by June 6 their full names,
addresses, descriptions or the full particulars of their
debts or claims, and the names and addresses of their lawyers,
if any, to Mr. Mayor.

A final general meeting will be held at the office of the
liquidator on July 11, 2006, at 9:30 a.m., or as soon as
possible thereafter, for the purposes of:

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

   -- by resolution determining the manner in which the books,
      accounts and documents of the company and of the
      Liquidator will be disposed of; and

   -- by resolution dissolving the company.

The company began liquidating assets on May 22, 2006.

The liquidator can be reached at:

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


GALVEX HOLDINGS: Three Creditors Object to US$1-Mil Break-Up Fee
----------------------------------------------------------------
Barry Bernstein, JRB Capital Group, Ltd., and Rudolph Robinson
International Limited object to the U.S. Bankruptcy Court for
the Southern District of New York against the sale to SPCP Group
LLC of:

   -- Galvex Holdings Ltd.'s remaining assets and
   -- equity interests in Galvex's subsidiaries.

Bernstein, JRB and Robinson are creditors of Galvex.

                 Break-Up Fee Is Inappropriate

According to the three creditors, the proposed US$1,000,000
break-up fee for the sale of Galvex's assets and equities is
unreasonable and does not represent the estate creditors' best
interests.

The fee, the creditors say, is tainted by the alleged
purchaser's control over the Debtor's Board of Directors.  The
creditors claim that the fee is designed to give SPCP "...a
windfall at the expense of creditors who have received nothing
more than a unsubstantiated promise" of getting paid in full.

Bernstein, JRB and Robinson assert that SPCP, being a secured
lender, must not receive a break-up fee absent some
demonstration that it has incurred costs in connection with its
bid.  The creditors allege that SPCP, through its own
representatives in the Debtors' Board, is manipulating the
bidding process.

In addition, the creditors say that a one million overbid fee is
unreasonable given that SPCP's debt is allegedly US$192 million.
This proposed requirement would chill prospective bidders, the
creditors believe.

              Access to Due Diligence Documents

Bernstein, JRB and Robinson say that the Debtors are
overreaching by proposing that prospective buyers satisfy three
requirements before being given access to due diligence
documents.  They allege that the Debtors "expression of interest
test" is vague.  "What is an acceptable expression of interest?"
the creditors asked.  This, the creditors assert, gives the
Debtors unfettered discretion to determine who may participate
in the due diligence process.

The Debtors' conditions are contrary to the purpose behind
Section 363 of the Bankruptcy Code, that is, to maximize value
of the Debtors' assets by ensuring that the initial bid is
subject to potentially higher and better offers, Bernstein JRB
and Robinson contend.

                     About Galvex Holdings

Headquartered in New York City, New York, Galvex Holdings
Limited -- http://www.galvex.com/-- and its affiliates operate
the largest independent galvanizing line in Europe.  The Debtors
have offices in New York, Tallinn, Bermuda, Finland, Ukraine,
Germany and the United Kingdom.  The company and four of its
affiliates filed for chapter 11 protection on Jan. 17, 2006
(Bankr. S.D.N.Y. Lead Case No. 06-10082).  Galvex Capital, LLC,
is represented by David Neier, Esq., at Winston & Strawn LLP,
and Gerard DiConza, Esq., at DiConza Law, P.C.  Galvex Holdings
Ltd. and the other debtor-affiliates are represented by David
Neier, Esq., at Winston & Strawn LLP, and Lori R. Fife, Esq.,
Marcia L. Goldstein, Esq., and Shai Waisman, Esq., at Weil,
Gotshal & Manges, LLP.  John P. McNicholas, Esq., and Thomas R.
Califano, Esq., at DLA Piper Rudnick Gray Cary US LLP, represent
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
and debts of more than US$100 million.




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


BANCO NACIONAL: Moody's Ups Senior Unsecured Debt Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service published the results of an
examination of financial institution ratings in Latin America in
light of the revision of its rating methodology for assigning
foreign currency country bond ceilings.

In November 2005, Moody's published a Request for Comment,
entitled "Revised Policy with Respect to Country Ceilings."
Based on supportive market responses, Moody's decided to revise
its methodology for assigning foreign currency country bond
ceilings.

The revised methodology resulted in upgrades to the foreign
currency bond ceilings of a number of countries. The higher
ceilings reflect Moody's view that in many countries, even if
the government were to default on its own foreign currency debt,
the probability of a foreign currency moratorium is less than
100%.

Most of the foreign currency debt and foreign currency issuer
ratings that are now being upgraded were previously constrained
at the old foreign currency debt ceilings.  This constraint
reflected Moody's earlier view of the risk that such obligations
could be captured by a foreign currency payments moratorium in
the event the government defaulted on its own foreign currency
debt.  Following the upgrades, a number of these ratings are no
longer constrained by this risk.  Other ratings are being
upgraded to the new ceiling but remain constrained by the
moratorium risk still reflected in the revised ceilings.

The rating actions have no impact on any foreign currency
deposit ratings.  The revision to Moody's methodology applies
only to the foreign currency ceiling for bonds and notes.
Existing foreign currency country ceilings for bank deposits are
not affected.  Moody's foreign currency bank deposit ceilings
will continue to be more directly related to government foreign
currency bond ratings, reflecting the risk that a freeze on
foreign currency bank deposits is more likely to be imposed in
the event of a government bond default even in the absence of a
generalized foreign currency moratorium.

Moody's upgrades this rating of Banco Nacional de
Desenvolvimento Economico e Social aka BNDES under the revised
foreign currency ceilings:

   -- Senior Unsecured Debt Rating (foreign currency): to Ba1
      from Ba3 with stable outlook.


BANCO VOTORANTIM: Moody's Affirms Ba2 Sr. Unsecured Debt Rating
---------------------------------------------------------------
Moody's Investors Service published the results of an
examination of financial institution ratings in Latin America in
light of the revision of its rating methodology for assigning
foreign currency country bond ceilings.

In November 2005, Moody's published a Request for Comment,
entitled "Revised Policy with Respect to Country Ceilings."
Based on supportive market responses, Moody's decided to revise
its methodology for assigning foreign currency country bond
ceilings.

The revised methodology resulted in upgrades to the foreign
currency bond ceilings of a number of countries. The higher
ceilings reflect Moody's view that in many countries, even if
the government were to default on its own foreign currency debt,
the probability of a foreign currency moratorium is less than
100%.

Most of the foreign currency debt and foreign currency issuer
ratings that are now being upgraded were previously constrained
at the old foreign currency debt ceilings.  This constraint
reflected Moody's earlier view of the risk that such obligations
could be captured by a foreign currency payments moratorium in
the event the government defaulted on its own foreign currency
debt.  Following the upgrades, a number of these ratings are no
longer constrained by this risk.  Other ratings are being
upgraded to the new ceiling but remain constrained by the
moratorium risk still reflected in the revised ceilings.

The rating actions have no impact on any foreign currency
deposit ratings.  The revision to Moody's methodology applies
only to the foreign currency ceiling for bonds and notes.
Existing foreign currency country ceilings for bank deposits are
not affected.  Moody's foreign currency bank deposit ceilings
will continue to be more directly related to government foreign
currency bond ratings, reflecting the risk that a freeze on
foreign currency bank deposits is more likely to be imposed in
the event of a government bond default even in the absence of a
generalized foreign currency moratorium.

Moody's affirms this rating of Banco Votorantim S.A. under the
revised foreign currency ceilings:

   -- Senior Unsecured Debt Rating (foreign currency): Ba2 with
      outlook changed to positive from stable.


COMPANHIA DE BEBIDAS: Moody's Ups Foreign Currency Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service published the results of an
examination of corporate sector ratings in Latin America in
light of the revision of its rating methodology for "Foreign-
Currency Ceilings."

In November 2005, Moody's published a Request for Comment,
entitled "Revised Policy with Respect to Country Ceilings."
Based on supportive market responses Moody's decided to revise
the current policy.  The new policy incorporates the possibility
that a foreign currency government bond default would not be
accompanied by a moratorium on foreign currency external
payments.

Moody's upgrades this rating of Companhia de Bebidas das
Americas aka AmBev under the revised foreign currency ceilings:

   -- Foreign currency rating: to Ba2 from Ba3 with positive
      outlook.

This rating is affirmed:

   -- Domestic currency rating:  Baa3 with stable outlook.


CP CIMENTO: Moody's LatAm Lowers Debenture Rating to Caa2
---------------------------------------------------------
Moody's America Latina downgraded the ratings of CP Cimento e
Participacoes S.A.'s debentures due in 2006 to Caa2 from B3 on
the global scale and to Caa2.br from Ba3.br on its Brazilian
national scale. The rating outlook is negative.

The rating action reflects the company's payment default on the
USD 30 million notes due May 10, 2006 (not rated by Moody's) and
the potential direct and indirect impact on other debt
obligations of CP Cimento that could trigger an event of early
amortization of the outstanding debentures rated by Moody's.
Furthermore, CP Cimento has failed to publish 2005 fiscal year-
end figures by April 29, 2006, as required by the debentures
indenture.  Although still within the 30-day cure period, the
company's failure to comply with the indenture could also
trigger an event of early amortization of the debentures.

Moody's understands that CP Cimento is working to obtain a
waiver from the note holders to reschedule the notes' redemption
date to November 10, 2006.  However, even if the company
succeeds in the negotiations, it still has a substantial amount
of debt maturities in the last quarter of this year, including
the debentures due in October, which will continue to
substantially pressure liquidity.

The lack of updated financial statements has prevented Moody's
from fully assessing CP Cimento's operating performance.
However, based on the last financials available as of
September 30, 2005, and on the continued unfavorable conditions
prevailing in the Brazilian cement industry, Moody's believes
its opinion about the company's excessive indebtedness relative
to its internal cash flow generation since our last rating
action remains valid.

The rating outlook is negative based on Moody's belief that CP
Cimento will face significant difficulties to renegotiate is
debts given its fragile ability to generate internal cash flow
at current market conditions.

The ratings of CP Cimento's debentures could be under pressure
for further downgrade if the company is not able to reschedule
the maturity of the bonds or fail to comply with its obligations
under the debentures indenture.  Moody's does not believe that
the free cash flow generation of CP Cimento will dramatically
improve in the foreseeable future, and therefore an upgrade of
CP Cimento's debentures ratings based on its own merits is not
anticipated.  In line with Moody's policy regarding the minimum
level of information required to monitor ratings, the failure of
CP Cimento to report financials by September 29, 2006, could
result in the withdrawal of the ratings.

CP Cimento is a non-operational holding company that controls
two cement producers in Brazil, Cimento Tupi S.A. and Companhia
de Cimento Ribeirao Grande.  Headquartered in Rio de Janeiro, CP
Cimento is Brazil's seventh largest cement producer with annual
production capacity of 3.7 million tons.  Net revenues for the
twelve months ended September 30, 2005, were approximately
BRL435 million or US$169 million.


PETROBRAS ENERGIA: Moody's Ups Corp. Family Rating to B2 from B3
----------------------------------------------------------------
Moody's Investors Service published the results of an
examination of corporate sector ratings in Latin America in
light of the revision of its rating methodology for "Foreign-
Currency Ceilings."

In November 2005, Moody's published a Request for Comment,
entitled "Revised Policy with Respect to Country Ceilings."
Based on supportive market responses Moody's decided to revise
the current policy.  The new policy incorporates the possibility
that a foreign currency government bond default would not be
accompanied by a moratorium on foreign currency external
payments.

Moody's upgrades this rating of Petrobras Energia S.A. under the
revised foreign currency ceilings:

   -- Corporate Family Rating (foreign currency): to B2 from
      B3 with stable outlook.

This rating is affirmed:

   -- Senior Unsecured Rating (foreign currency): Ba2 with
      stable outlook.


PETROLEO BRASILEIRO: Moody's Ups Corporate Family Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service published the results of an
examination of corporate sector ratings in Latin America in
light of the revision of its rating methodology for "Foreign-
Currency Ceilings."

In November 2005, Moody's published a Request for Comment,
entitled "Revised Policy with Respect to Country Ceilings."
Based on supportive market responses Moody's decided to revise
the current policy.  The new policy incorporates the possibility
that a foreign currency government bond default would not be
accompanied by a moratorium on foreign currency external
payments.

Moody's upgrades this rating of Petroleo Brasileiro S.A. aka
Petrobras under the revised foreign currency ceilings:

   -- Corporate Family Rating (foreign currency): to Ba2 from
      Ba3 with positive outlook.

These ratings are affirmed:

   -- Domestic currency rating:  A2 with stable outlook;

   -- Senior Unsecured National Scale Rating: Aaa.br with stable
      outlook;

   -- Senior Unsecured Rating (foreign currency): Baa2 with
      stable outlook; and

   -- Senior Unsecured Rating of PIFCO (foreign currency): Baa2
      with stableoutlook.


TELE NORTE: Fitch Affirms Foreign Currency Rating at BB-
--------------------------------------------------------
Fitch Ratings has taken these rating actions for Tele Norte
Leste Participacoes S.A. and Telemar Norte Leste S.A.:

Tele Norte Leste Participacoes:

   -- International scale local currency issuer default rating
      upgraded to 'BBB-' from 'BB+' with Stable Outlook;

   -- International scale foreign currency IDR affirmed at 'BB-'
      with Positive Outlook;

   -- National scale rating upgraded to 'AA+(bra)' from
      'AA-(bra)' with Stable Outlook; and

   -- BRL1.3 billion local debenture issuance upgraded to
      'AA+(bra)' from 'AA-(bra)' with Stable Outlook.

Telemar Norte Leste S.A.:

   -- International scale local currency IDR affirmed at 'BBB-'
      with Stable Outlook;

   -- International scale foreign currency IDR affirmed at 'BB-'
      with Positive Outlook; and

   -- National scale rating upgraded to 'AA+(bra)' from
      'AA(bra)' with Stable Outlook.

The upgrade in the local currency IDR of TNE and national scale
ratings reflects Telemar's, the collective name of Tele Norte
and Telemar Norte, strong and improved financial profile over
the last few years, strong business position, lower regulatory
risk, and expected implicit support from the operating company
to the holding company.  Tele Norte ratings consider the
proposed reorganization of the shareholder structure but are not
contingent to completion.  The Positive Outlook of the foreign
currency ratings reflects the revision on Oct. 13, 2005 of the
Rating Outlook to Positive from Stable of several Brazilian
corporates including Tele Norte and Telemar Norte, as a
consequence of the revision of the Outlook to Positive to the
'BB-' foreign currency IDR of the Federative Republic of Brazil.

Telemar's ratings are supported on its solid business position
and financial profile.  Telemar continues to hold a leading
market position in local service (estimated 95% market share)
and long distance in region I.  In addition, the company is one
of the two largest wireless operators in its region only four
years after its wireless operations were launched.  Telemar's
credit quality is underpinned by the strength of its local fixed
line service.  The company derives a significant portion of
revenues from local service operations, which is expected to
remain as the main cash flow generator for the company, although
the ratings incorporate increased substitution of fixed traffic
by wireless traffic and traffic loss due to substitution of dial
up internet services by broadband services.  Telemar is likely
to maintain its leading market share position in region I, given
the capital-intensive, competitive barriers facing any possible
new market entrants.

Local service accounted for 51% of Telemar's revenues for the
year of 2005 and generates significant free cash flow due to
relatively low capital expenditure needs.  Telemar had 14.7
million lines in service at March 31, 2006, which translates to
penetration rates of around 15%. The number of lines in service
has remained relatively stable with moderate declines over the
past two years.  Additional growth in lines in service is
expected to be limited by low per capita income levels and by
increasing competition from wireless services and broadband.

Telemar's primary growth opportunities are in services such as
wireless and broadband services.  These services help retain
fixed line customers and mitigate fixed line traffic loss due to
substitution of dial up by broadband Internet services and by
substitution of fixed traffic by wireless.  During 2002, Telemar
introduced wireless services in region I through its subsidiary
Oi.  Since then, Oi has been able to significantly grow the
number of clients to 11.2 million subscribers by March 31, 2006,
and has reached a market share of around 27% in region I.  Oi's
share of net additions in its region continues to be well above
the region's average, allowing it to continue increasing market
share.  The cash flow contribution from these operations is
increasing but still modest as wireless accounted for
approximately 12% of TNE's total revenues and 7% of EBITDA for
the full year of 2005.

The ratings incorporate the competitive nature of the industry
and ongoing regulatory risk faced by Telemar.  In particular,
the wireless sector is very competitive due to the high number
of established wireless operators.  Regulatory risk decreased in
2006 for Telemar and the other Brazilian fixed line incumbents,
as they extended the concession agreement terms for the 2006-
2025 period during the end of 2005. The changes introduced by
the renewal of the concession agreements are not expected to
have a material effect to the financial profile of the
companies.  Nevertheless, regulatory risks still persists, as
political influences are not exempt to take place in the future
which may affect some of terms and conditions of the new
concession agreements, as it happened in 2003.

Telemar has a solid credit profile, with cash balances of BRL5.2
billion at the end of the first quarter of 2006, strong EBITDA
generation, and a manageable debt amortization schedule.  Credit
protection measures are strong and consistent with the rating
category.  For the last 12 months ended March 31, 2006, interest
coverage as measured EBITDA-to-interest expense was 9.0x and
leverage of total gross debt to last 12 months EBITDA was 1.7x
and net debt-to-EBITDA remained at 0.9x by March 31, 2006.
Fitch expects that total net debt-to-EBITDA should remain in
levels close to 1.0x.  The current maturity profile seems
manageable, even with BRL3.6 billion of debt maturing over the
next 12 months with cash balances of BRL5.2 billion, estimated
annual EBITDA of over BRL6.5 billion, capital expenditures of
approximately BRL2.5 billion and the current track record of
dividend and interest on own capital.

The company has gradually reduced total consolidated net debt,
including hedging effects, to BRL5.9 billion at March 31, 2006,
from BRL9.1 billion at Dec. 31, 2002, with free cash flow.
Total gross debt as of March 31, 2006, amounted to BRL11.0
billion, increasing from BRL9.9 billion from year-end 2005,
reflecting the increase in gross debt and cash related to a
BRL2.16 billion local debenture issued at the end of the first
quarter of 2006.  As of March 31, 2006, approximately 50% of
debt is denominated in foreign currencies, with the remainder
denominated in reais.  Telemar's strategy is to attempt to hedge
most of its foreign currency-denominated debt. Of the BRL11.0
billion of total debt of Telemar at the end of the first quarter
of 2006, BRL8.8 billion is under the operating company, Telemar
Norte, while the rest is at the holding company level.

Telemar provides telecommunications services in region I, which
comprises 16 states and includes Rio de Janeiro.  Telemar also
provides Internet, data transmission, and long-distance
services.  Tele Norte is majority controlled by Telemar
Participacoes S.A., which is in turn controlled by a group of
Brazilian investors.  Tele Norte had net revenues and EBITDA
during 2005 of BRL16.7 billion and BRL6.8 billion, respectively.


VARIG S.A.: Foreign Representatives Make US$3.9M ILFC Payments
--------------------------------------------------------------
As reported in the Troubled Company Reporter on May 3, 2006, the
U.S. Bankruptcy Court directed VARIG, S.A.'s Foreign
Representative Eduardo Zerwes to show cause why an order should
not be entered granting the International Lease Finance
Corporation's request.

On May 2, 2006, ILFC's counsel notified the Court that it
intended to limit the hearing on the Order to Show Cause on the
issue of VARIG, S.A.'s nonpayment as it relates to the September
2005 Stipulation, Rick B. Antonoff, Esq., at Pillsbury Winthrop
Shaw Pittman LLP, in New York, relates.

Mr. Antonoff informs Judge Drain that the Foreign Debtors had
already undertaken to cure their nonpayment to ILFC in two
installments.  The Foreign Representative, he says, already made
the promised payments on these dates:

         Date Paid                    Amount Paid
         ---------                   ------------
         May 4, 2006                 US$2,000,000
         May 9, 2006                    1,900,000

The Foreign Debtors believe that there is no need at this time
to conduct a hearing on the Order to Show Cause.

Accordingly, the Foreign Representative asks the Court to carry
over the Motion to Enforce Stipulation to the hearing on the
Foreign Debtors' request to convert preliminary injunction,
which is scheduled on May 31, 2006.

             ILFC Says Debtors Still in Breach

"[T]he payments received from the Foreign Debtors did not
relieve them of their continuing obligation to ground and return
[ILFC's] Aircraft," John Yard Amason, Esq., at Klestadt &
Winters, LLP, in New York, argues.  "Once the cure period set
forth in the Stipulation had passed, the obligation to ground
and return them became absolute."

Even though VARIG managed to pay amounts, which were then
overdue, ILFC notes that the airline immediately committed new
payment defaults.

According to Mr. Amason, ILFC is owed, as of May 19, 2006,
US$1,600,000 on account of rent and other payments, excluding
amounts owing for legal fees, late interest and other amounts
payable pursuant to the terms of the Leases.

ILFC believes that the Foreign Debtors' defaults extend well
beyond non-payment to include maintenance defaults.

Furthermore, Mr. Amason adds, the Foreign Debtors failed to
return ILFC's Aircraft, which leases have expired.  The Debtors'
failure means that ILFC will lose the new leases it has for the
aircraft since it will be unable to timely deliver the Aircraft
to a new lessee.

Some of the Aircraft engines also needed overhauling.  ILFC has
proposed to advance to engine overhaul facilities necessary
funds so that its assets can be restored to productive use, Mr.
Amason tells the Court.  The Foreign Debtors, however, did not
respond to ILFC's financing proposal.

ILFC asks the Court to:

   a. direct the Foreign Debtors to comply with the terms of the
      September 2005 Stipulation by removing all Aircraft leased
      by ILFC to the Foreign Debtors from revenue service and
      returning the Aircraft to ILFC;

   b. adjudge the Foreign Representative and the Foreign Debtors
      in contempt for having willfully violated the terms of the
      September 2005 Stipulation and direct them to pay all
      reasonable attorneys' fees, costs and damages ILFC
      incurred; and

   c. assess against the Foreign Representative and the Foreign
      Debtors a US$50,000 fine per day until the Stipulation is
      complied with.

                  VARIG Admits Non-Compliance

VARIG continues to make as many payments to ILFC as it possibly
can and intends to be current on its payment obligations, Mr.
Antonoff tells Judge Drain.

However, VARIG admits that it has not remained in strict
compliance with all of the terms of the Stipulation.  Among
others, VARIG paid ILFC later than the dates the Stipulation
required, and despite having received notices, did not remove
the Aircraft from revenue service.

The Foreign Debtors insist that VARIG's failures:

   -- have not been material to the overall purposes of the
      Stipulation;

   -- have been consistently cured as quickly as possible; and

   -- have not been done out of disrespect for the Court's Order
      or  otherwise in a contemptuous manner.

The Debtors' restructuring efforts are proceeding in a positive
manner, Mr. Antonoff says.  On May 9, 2006, creditors approved a
bridge loan by the Brazilian national development bank, Banco
Nacional de Desenvolvimento Economico e Social.  The bridge loan
is intended to cure all arrearages to aircraft and engine
lessors and provide working capital pending an auction of either
the entire VARIG business or just the domestic operations.

The Foreign Representative, therefore, asks Judge Drain not to
direct the removal of the Aircraft from revenue service.

VARIG has cured all monetary defaults under the Stipulation.
The severe consequences of requiring VARIG to ground and return
the Aircraft would be, to VARIG, to all its creditors and to the
ongoing restructuring process in Brazil which is at a critical
stage, immediate and irreparable, Mr. Antonoff alleges.  In
contrast, the Foreign Representative contends, the harm to ILFC
is minimal by virtue of VARIG's continuing, albeit tardy,
payments.

The Foreign Representative further asks the Court that, to the
extent a penalty is assessed against VARIG for its failure to
meet its obligations under the Stipulation, that the penalty not
be in an amount and not be required to be paid in a manner that
would effectively frustrate the progress that has been made in
the Foreign Proceeding.

                        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. (VARIG Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 215/945-7000)




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


ARIAU LTD: Sets Final Shareholders Meeting on June 2
----------------------------------------------------
Shareholders of Ariau Ltd. will gather for a final meeting on
June 2, 2006, at 11:00 a.m. at the company's registered office.

Accounts on the company's liquidation process will be presented
during the meeting.

As reported in the Troubled Company Reporter on May 22, 2006,
Ariau Ltd. started liquidating assets on April 18, 2006.
Creditors of the company were required to submit particulars of
their debts or claims by May 31, 2006, to John Cullinane and
Derrie Boggess, the company's appointed liquidators.

The liquidators can be reached at:

            John Cullinane
            Derrie Boggess
            c/o Walkers SPV Limited
            P.O. Box 908, George Town
            Grand Cayman, Cayman Islands
            Tel: (345) 914-6305


BANK DANAMON: Moody's Upgrades Subordinated Debt Rating to Ba3
--------------------------------------------------------------
Moody's Investors Service published the results of an
examination of financial institution ratings in Asia-Pacific in
light of the revision of its rating methodology for assigning
foreign currency country bond ceilings.

In November 2005, Moody's published a Request for Comment,
entitled "Revised Policy with Respect to Country Ceilings."
Based on supportive market responses, Moody's decided to revise
its methodology for assigning foreign currency country bond
ceilings.

The revised methodology resulted in upgrades to the foreign
currency bond ceilings of a number of countries.  The higher
ceilings reflect Moody's view that in many countries, even if
the government were to default on its own foreign currency debt,
the probability of a foreign currency moratorium is less than
100%.

Most of the foreign currency debt and foreign currency issuer
ratings that are now being upgraded were previously constrained
at the old foreign currency debt ceilings.  This constraint
reflected Moody's earlier view of the risk that such obligations
could be captured by a foreign currency payments moratorium in
the event the government defaulted on its own foreign currency
debt.  Following the upgrades, a number of these ratings are no
longer constrained by this risk. Other ratings are being
upgraded to the new ceiling but remain constrained by the
moratorium risk still reflected in the revised ceilings.

The rating actions have no impact on any foreign currency
deposit ratings.  The revision to Moody's methodology applies
only to the foreign currency ceiling for bonds and notes.
Existing foreign currency country ceilings for bank deposits are
not affected.  Moody's foreign currency bank deposit ceilings
will continue to be more directly related to government foreign
currency bond ratings, reflecting the risk that a freeze on
foreign currency bank deposits is more likely to be imposed in
the event of a government bond default even in the absence of a
generalized foreign currency moratorium.

Moody's upgrades this rating of Bank Danamon Indonesia (P.T.)
(Cayman Islands) under the revised foreign currency ceilings:

   -- Subordinated debt rating: to Ba3 from B1 with stable
      outlook.


BANK INTERNASIONAL: Moody's Ups Subordinated Debt Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service published the results of an
examination of financial institution ratings in Asia-Pacific in
light of the revision of its rating methodology for assigning
foreign currency country bond ceilings.

In November 2005, Moody's published a Request for Comment,
entitled "Revised Policy with Respect to Country Ceilings."
Based on supportive market responses, Moody's decided to revise
its methodology for assigning foreign currency country bond
ceilings.

The revised methodology resulted in upgrades to the foreign
currency bond ceilings of a number of countries.  The higher
ceilings reflect Moody's view that in many countries, even if
the government were to default on its own foreign currency debt,
the probability of a foreign currency moratorium is less than
100%.

Most of the foreign currency debt and foreign currency issuer
ratings that are now being upgraded were previously constrained
at the old foreign currency debt ceilings.  This constraint
reflected Moody's earlier view of the risk that such obligations
could be captured by a foreign currency payments moratorium in
the event the government defaulted on its own foreign currency
debt.  Following the upgrades, a number of these ratings are no
longer constrained by this risk. Other ratings are being
upgraded to the new ceiling but remain constrained by the
moratorium risk still reflected in the revised ceilings.

The rating actions have no impact on any foreign currency
deposit ratings.  The revision to Moody's methodology applies
only to the foreign currency ceiling for bonds and notes.
Existing foreign currency country ceilings for bank deposits are
not affected.  Moody's foreign currency bank deposit ceilings
will continue to be more directly related to government foreign
currency bond ratings, reflecting the risk that a freeze on
foreign currency bank deposits is more likely to be imposed in
the event of a government bond default even in the absence of a
generalized foreign currency moratorium.

Moody's upgrades this rating of Bank Internasional Indonesia
(P.T.) (Cayman Islands) under the revised foreign currency
ceilings:

   -- Subordinated debt rating: to Ba3 from B1 with stable
      outlook.


BANK MANDIRI: Moody's Upgrades Debt Ratings to Ba3 from B1
----------------------------------------------------------
Moody's Investors Service published the results of an
examination of financial institution ratings in Asia-Pacific in
light of the revision of its rating methodology for assigning
foreign currency country bond ceilings.

In November 2005, Moody's published a Request for Comment,
entitled "Revised Policy with Respect to Country Ceilings."
Based on supportive market responses, Moody's decided to revise
its methodology for assigning foreign currency country bond
ceilings.

The revised methodology resulted in upgrades to the foreign
currency bond ceilings of a number of countries.  The higher
ceilings reflect Moody's view that in many countries, even if
the government were to default on its own foreign currency debt,
the probability of a foreign currency moratorium is less than
100%.

Most of the foreign currency debt and foreign currency issuer
ratings that are now being upgraded were previously constrained
at the old foreign currency debt ceilings.  This constraint
reflected Moody's earlier view of the risk that such obligations
could be captured by a foreign currency payments moratorium in
the event the government defaulted on its own foreign currency
debt.  Following the upgrades, a number of these ratings are no
longer constrained by this risk. Other ratings are being
upgraded to the new ceiling but remain constrained by the
moratorium risk still reflected in the revised ceilings.

The rating actions have no impact on any foreign currency
deposit ratings.  The revision to Moody's methodology applies
only to the foreign currency ceiling for bonds and notes.
Existing foreign currency country ceilings for bank deposits are
not affected.  Moody's foreign currency bank deposit ceilings
will continue to be more directly related to government foreign
currency bond ratings, reflecting the risk that a freeze on
foreign currency bank deposits is more likely to be imposed in
the event of a government bond default even in the absence of a
generalized foreign currency moratorium.

Moody's upgrades these ratings of Bank Mandiri Persero (P.T.),
Cayman Islands under the revised foreign currency ceilings:

   -- Subordinated debt rating: to Ba3 from B1 with stable
      outlook; and

   -- Senior debt rating: to Ba3 from B1 with stable outlook.


BULL INVESTMENT: Creditors Must Submit Proofs of Claim by June 3
----------------------------------------------------------------
Creditors of Bull Investment Holdings Limited are required to
submit particulars of their debts or claims by June 3, 2006, to
the company's appointed liquidators, Cereita Lawrence and Scott
Aitken.  Failure to do so will exclude them from receiving the
benefit of any distribution that the company will make.

Bull Investment started liquidating assets on April 13, 2006.

The liquidators can be reached at:

           Cereita Lawrence
           Scott Aitken
           P.O. Box 1109, George Town
           Grand Cayman, Cayman Islands
           Tel: (345) 949-7755
           Fax: (345) 949-7634


CAYMAN NITTETSU: Sets Last Shareholders Meeting on June 2
---------------------------------------------------------
Shareholders of Cayman Nittetsu Leasing, Inc., will gather on
June 2, 2006, for a final general meeting at the company's
registered office.

Accounts on the company's liquidation process will be presented
during the meeting.

As reported in the Troubled Company Reporter on May 24, 2006,
Cayman Nittetsu started liquidating assets on April 21, 2006.
Verification of creditors' claims against the company will end
on June 2, 2006.

The company's liquidators can be reached at:

           Commerce Corporate Services Limited
           P.O. Box 694
           Grand Cayman, Cayman Islands
           Tel: (345) 949-8666
           Fax: (345) 949-0626


CRESCENT MEDIA (GLOBAL): Final Shareholders Meeting Is on June 8
----------------------------------------------------------------
Crescent Media Tech Global will hold a final shareholders
meeting on June 8, 2006, at 10:00 a.m. at:

           Close Brothers (Cayman) Limited
           4th Floor Harbour Place, George Town
           Grand Cayman, Cayman Islands

Accounts on the company's liquidation process will be presented
during the meeting.

As reported in the Troubled Company Reporter on May 23, 2006,
the company started liquidating assets on April 12, 2006.
Creditors are required to submit proofs of claim by
June 1, 2006.

The liquidators can be reached at:

           Linburgh Martin
           John Sutlic
           Attention: Neil Gray
           Close Brothers (Cayman) Limited
           4th Floor Harbour Place, George Town
           Grand Cayman, Cayman Islands
           Tel: (345) 949-8455
           Fax: (345) 949-8499


CRESCENT MEDIA (MIDDLE): Holds Final General Meeting on June 8
--------------------------------------------------------------
Crescent Media Tech Middle East has scheduled a final general
meeting on June 8, 2006, at 10:00 a.m. at:

           Close Brothers (Cayman) Limited
           4th Floor Harbour Place, George Town
           Grand Cayman, Cayman Islands

Accounts on the company's liquidation process will be presented
during the meeting.

As reported in the Troubled Company Reporter on May 22, 2006,
the company started liquidating assets on April 18, 2006.
Creditors are required to submit proofs of claim by June 1,
2006.

The liquidators can be reached at:

           Linburgh Martin
           John Sutlic
           Attention: Neil Gray
           Close Brothers (Cayman) Limited
           4th Floor Harbour Place, George Town
           Grand Cayman, Cayman Islands
           Tel: (345) 949-8455
           Fax: (345) 949-8499


ELC LTD: Sets June 1 Deadline for Proofs of Claim Filing
--------------------------------------------------------
Creditors of ELC (Cayman) Ltd. are required to prove their
claims to Steve O'Connor and Emile Small, the company's
liquidators, by June 1, 2006, or be excluded from receiving any
distribution or payment that the company will make.

Creditors are required to send by June 1 their full names,
addresses, descriptions, the full particulars of their debts or
claims, and the names and addresses of their lawyers, if any, to
the liquidators.

The company started liquidating assets on April 19, 2006.

The liquidators can be reached at:

        Steven O'Connor
        Emile Small
        Maples Finance Limited
        P.O. Box 1093, George Town
        Grand Cayman, Cayman Islands


ELC (CAYMAN) LTD: Liquidator Stops Accepting Claims by June 1
-------------------------------------------------------------
Creditors of ELC (Cayman) Ltd. CDO Series 1999-I, which
is being voluntarily wound up, are required to present proofs of
claim by June 1, 2006, to Steven O'Connor and Emile Small, the
company's liquidators.

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 company began liquidating assets on April 19, 2006.

The liquidators can be reached at:

           Steven O'Connor
           Emile Small
           Maples Finance Limited
           P.O. Box 1093, George Town
           Grand Cayman, Cayman Islands


SISYPHOS: Final Shareholders Meeting Is Scheduled for June 8
------------------------------------------------------------
Shareholders of Sisyphos will gather for a final meeting on
June 8, 2006, at 10:00 a.m. at:

            Close Brothers (Cayman) Limited
            4th Floor Harbour Place, George Town
            Grand Cayman, Cayman Islands

Accounts on the company's liquidation process will be presented
during the meeting.

As reported in the Troubled Company Reporter on May 22, 2006,
Sisyphos started liquidating assets on April 12, 2006.
Creditors of the company were required to submit particulars of
their debts or claims on or before June 1, 2006, to Linburgh
Martin and Jeff Arkley, the company's appointed liquidators.

The liquidators can be reached at:

            Linburgh Martin
            Jeff Arkley
            Attention: Neil Gray
            Close Brothers (Cayman) Limited
            Fourth Floor, Harbour Place
            P.O. Box 1034, George Town
            Grand Cayman, Cayman Islands
            Tel: (345) 949-8455
            Fax: (345) 949-8499


TCI FOCUS: Schedules Final Shareholders Meeting on June 8
---------------------------------------------------------
Shareholders of TCI Focus Master Fund will gather for a final
meeting on June 8, 2006, at 10:00 a.m. at:

            Close Brothers (Cayman) Limited
            4th Floor Harbour Place, George Town
            Grand Cayman, Cayman Islands

Accounts on the company's liquidation process will be presented
during the meeting.

As reported in the Troubled Company Reporter on May 24, 2006,
TCI Focus Master Fund started liquidating assets on
Apr. 20, 2006.  Creditors of the company were required to submit
particulars of their debts or claims by June 1, 2006, to N.
Jeffrey Arkley and John Sutlic, the company's appointed
liquidators.

The liquidators can be reached at:

            N. Jeffrey Arkley
            John Sutlic
            Attention: Thiry Gordon
            P.O. Box 1034, George Town
            Grand Cayman, Cayman Islands
            Tel: (345) 949-8455
            Fax: (345) 949-8499


UAM BOND: Liquidator Won't Accept Proofs of Claim After June 30
---------------------------------------------------------------
Creditors of UAM Bond Series 2 - Trinity Fund are required to
submit particulars of their debts or claims by June 30, 2006, to
Jane Fleming and Melanie Harbron, the company's appointed
liquidators.  Failure to do so will exclude them from receiving
the benefit of any distribution that the company will make.

The company started liquidating assets on March 29, 2006.

The liquidators can be reached at:

          Jane Fleming
          Melanie Harbron
          Queensgate Bank & Trust Company Ltd
          PO Box 30464 SMB, Harbour Place
          Grand Cayman, Cayman Islands
          Tel: (345) 945-2187
          Fax: (345) 945-2197




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


* COLOMBIA: Will Sell State Gas Pipeline Firm for COP750 Bil.
-------------------------------------------------------------
The government of Colombia will sell Ecogas, the state-run gas
pipeline firm, for about COP750 billion, Business News Americas
reports.

According to BNamericas, each of the company's 75 million shares
costs COP10,000.

BNamericas relates that under the country's privatization law,
the stake will first be offered to pension funds, unions, and
cooperatives.  The government will receive bids from these
entities until June 7, while remaining stocks will be sold in a
secondary stage beginning June 21.

The sale of Ecogas will end the governemnt's participation in
the natural gas business, BNamericas states.

An official of AFP -- Colombian six pension fund mangers -- told
BNamericas that the group will make an offer to acquire 100% of
Ecogas, the state-run gas pipeline firm.

                        *    *    *

On May 30, 2005, Fitch Ratings affirmed Colombia's ratings as:

      -- Long-term foreign currency 'BB';
      -- Country ceiling 'BB';
      -- Local currency 'BBB-';
      -- Short-term 'B'.

Fitch said the Rating Outlook is Stable.




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


* COSTA RICA: Mulling Proposal on San Jose's Sewerage Expansion
---------------------------------------------------------------
President Oscar Arias Sanchez of Costa Rica will evaluate ghe
proposal made by the country's aqueduct and sewerage utility,
Instituto Costarricense de Acueductos y Alcanterillados aka AyA,
to upgrade and expand the sewerage system of capital city San
Jose, Business News Americas reports.

The portable water network of San Jose covers 90% of the city.
According to BNamericas, AyA aims to increase its coverage to
85% from 50% once the project -- involving construction of
1,700km sewerage network, according to AyA officials -- is
approved and fully operating.

A source from the president's office informed BNamericas that
the plan includes a CRC65 billion loan from the Japan Bank for
International Cooperation to help fund the project's initial
phase, which could cost CRC88 million.

BNamericas states that once the project is approved, the first
phase is due to complete in 2015.  It entails:

  -- upgrading current collectors (45km),
  -- installing new collectors (39km),
  -- rehabilitating existing secondary networks (217km), and
  -- building new secondary networks (143km),
  -- a tunnel (1.89km),
  -- an outlet pipeline (3.5km), and
  -- a wastewater treatment plant.

The proposal will be forwarded to the Congress once it gets the
approval of the president, BNamericas relates.  According to a
source, an extraordinary congressional assembly could be called
for its expeditious approval.

Obtaining the approval, however, may take time.  Other than the
fact that the president is focused on the signing of a free
trade pact with the US, the proposal on the sewerage is an
extensive document that requires careful analysis, the source
was revealed to BNamericas.

                        *    *    *

Costa Rica is rated by Moody's:

   -- CC LT Foreign Bank Depst Ba2
   -- CC LT Foreign Curr Debt  Ba1
   -- CC ST Foreign Bank Depst NP
   -- CC ST Foreign Curr Debt  NP
   -- Foreign Currency LT Debt Ba1
   -- Local Currency LT Debt   Ba1

Fitch assigned these ratings to Costa Rica:

   -- Foreign currency long-term debt, BB
   -- Local currency long-term debt, BB
   -- Foreign currency short-term debt, B

Costa Rica carries these ratings from Standard & Poor's:

   -- Foreign Currency LT Debt BB
   -- Local Currency LT Debt   BB+
   -- Foreign Currency ST Debt B
   -- Local Currency ST Debt   B




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


* DOMINICAN REPUBLIC: Investing ARS8 Billion in Puerto Plata
------------------------------------------------------------
The government of the Dominican Republic will invest ARS8
billion in turning Puerto Plata as a tourist destination and for
its socioeconomic development, Business News Americas reports.

Felix Jimenez, the secretary of the tourism sector, informed
BNamericas that President Leonel Fernandez approved the
investment.

Mr. Jimenez told local news service Hoy Digital that the
investment includes construction as well as rehabilitation of
infrastructure including:

   -- highways,
   -- roads,
   -- green areas, and
   -- commercial areas like shops and restaurants.

The Puerto Plata-Navarrete highway and the city's port will also
be expanded, Mr. Jimenez revealed to BNamericas.

                        *    *    *

The Troubled Company Reporter - Latin America reported on
May 9, 2006, that Fitch Ratings upgraded these debt and issuer
Default Ratings of the Dominican Republic:

   -- Long-term foreign currency Issuer Default Rating
      to B from B-;

   -- Country ceiling upgraded to B+ from B-;

   -- Foreign currency bonds due 2006 to B-/RR4 from CCC+/RR4;

   -- Foreign currency Brady bonds due 2009 to B/RR4
      from B-/RR4;

   -- Foreign currency bonds due 2011 to B/RR4 from B-/RR4;

   -- Foreign currency bonds due 2013 to B-/RR4 from CCC+/RR4;

   -- Foreign currency bonds due 2018 to B/RR4 from B-/RR4; and

   -- Foreign currency collateralized Brady bonds due 2024
      to B+/RR3 from B/RR3.

Fitch also affirmed these ratings:

   -- Long-term local currency Issuer Default Rating: B; and

   -- Short-term Issuer Default Rating: B.

Additionally, Fitch assigned a debt and Recovery Rating to this
issue:

   -- Foreign currency bonds due 2027: B/RR4.

Fitch said the rating outlook for the long-term foreign and
local currency IDRs is Stable.


* DOMINICAN REPUBLIC: Growers Post Best Tobacco Yield
-----------------------------------------------------
Tobacco harvest in the Dominican Republic is the best this year,
growers were quoted by Dominican Today as saying.

Dominican Today relates that tobacco is critical to the premium
cigar industry as the leaf is a major component in the
production of almost all the cigars made in the country -- the
world's largest producer of premium cigars, which are exported
to various nations.

Cigar Insider reports that these factors have contributed to
good yield:

   -- a consistently sunny climate,
   -- cool nights, and
   -- perfectly timed rain.

According to Dominican Today, the extensive sunshine produced
larger, thicker leaves that need more time for curing and
fermentation, but with more flavor.

                        *    *    *

The Troubled Company Reporter - Latin America reported on
May 9, 2006, that Fitch Ratings upgraded these debt and issuer
Default Ratings of the Dominican Republic:

   -- Long-term foreign currency Issuer Default Rating
      to B from B-;

   -- Country ceiling upgraded to B+ from B-;

   -- Foreign currency bonds due 2006 to B-/RR4 from CCC+/RR4;

   -- Foreign currency Brady bonds due 2009 to B/RR4
      from B-/RR4;

   -- Foreign currency bonds due 2011 to B/RR4 from B-/RR4;

   -- Foreign currency bonds due 2013 to B-/RR4 from CCC+/RR4;

   -- Foreign currency bonds due 2018 to B/RR4 from B-/RR4; and

   -- Foreign currency collateralized Brady bonds due 2024
      to B+/RR3 from B/RR3.

Fitch also affirmed these ratings:

   -- Long-term local currency Issuer Default Rating: B; and

   -- Short-term Issuer Default Rating: B.

Additionally, Fitch assigned a debt and Recovery Rating to this
issue:

   -- Foreign currency bonds due 2027: B/RR4.

Fitch said the rating outlook for the long-term foreign and
local currency IDRs is Stable.




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


* ECUADOR: Faces 30,000 Job Losses If US Trade Agreement Expires
----------------------------------------------------------------
The Financial Times relates that Ecuador stands to lose 30,000
jobs annually once its bilateral trade agreement with the United
States expires at the end of the year.

Manuel Chiriboga, Ecuador's chief trade negotiator, told the FT,
that reaching a new pact with the US to replace the old one
seems unlikely at present.  The nation's prospects to clinched a
new trade deal is threatened when Occidental Petroleum Corp.'s
operating contract was terminated.  The United States didn't
like it.

Ecuador's President, Alfredo Palacio, called on the US to
maintain its current trade preferences for an extra year, the FT
says, to give more time for bilateral negotiations in light of
the upcoming presidential elections late this year.

"I am not at all hopeful that these [trade] preferences will get
extended," Mr. Chiriboga told the FT.  "A suspension of more
than one year could lead to 30,000 jobs a year being lost and a
reduction in tax revenues of US$40 million."

"Investment is already migrating to Peru and Colombia, both of
which have agreed trade deals with the US."

Once the existing trade deal will terminate, low-tariffs on
exports will be abolished and replaced with higher rates.
Ecuador's agriculture, fishing and textiles industries will be
the most greatly affected, Mr. Chiriboga told the FT.

Last week, Linda Jewell, the US ambassador to Ecuador, implied
that that the US can choose to end the low-tariff period early.

"These preferences cannot be granted to any country that has
nationalised, expropriated, confiscated or has taken under its
control the property of an American corporation," Ms. Jewell was
quoted by the FT as saying.

                        *    *    *

Fitch Ratings assigned these ratings on Ecuador:

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


* ECUADOR: In Talks with Venezuela for Refinement of Crude
----------------------------------------------------------
Ivan Rodriguez, Ecuador's energy minister, and Diego Borja
-- the minister of Economy, Diego Borja, are negotiating with
representatives of Venezuela's state-run firm Petroleos de
Venezuela aka PDVSA regarding the refining of Ecuadorian crude,
Business Information Systems reports.

As reported in the Troubled Company Reporter on May 23, 2006,
Ivan Rodriguez, the energy minister of Ecuador, announced
Ecuador's plan to refine its gas in Venezuela to reduce refining
costs by US$300 million.  Ecuador has a product deficit in
energy of US$1.5 billion.  According to Minister Rodriguez, it
was not just due to imports, but also because of smuggling.

Minister Rodriguez believes that an agreement will be reached
and disclosed that Ecuador will reduce costs with the
importation of petroleum derivatives, BIS relates.

                        *    *    *

Fitch Ratings assigned these ratings on Ecuador:

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


* ECUADOR: Trade & Industrialization Minister Files Resignation
---------------------------------------------------------------
Jorge Illingworth -- Ecuador's minister of trade and
industrialization, fishing and competitiveness -- has resigned,
Dow Jones Newswires reports.

"The support that I can provide the government has been
exhausted," Minister Illingworth said in his resignation letter
letter to President Alfredo Palacio.

Minister Illingworth admitted to Dow Jones that the OXY case,
the free trade agreement and all the government's mistakes were
some of the issues that made him resign, along with personal
reasons.  He said his views have not been in line with other
government officials in the last few days and that he preferred
to step aside.

Dow Jones relates that negotiations on a Free Trade Agreement
with the United States is heading for a collapse, after the
Ecuadorian government's conflict with US oil firm Occidental
Petroleum Corporation.

Occidental had broken terms of its operating contracts with the
government, leading to the latter's canceled them and taking
over control of Occidental's three oil fields, Dow Jones
recalls.  Occidental, on the other hand, denies the allegations
and wants an international tribunal to arbitrate the dispute.

The US will not entertain trade talks unless there is a final
arbitration ruling, expected in one to five years, the minister
informed Dow Jones.

Minister Illingworth was quoted by Dow Jones as saying, "I spoke
last night to (U.S. Trade Representative) officials, and they
made it very clear that in order to re-start negotiations, there
must be a definitive ruling in the OXY case."

Negotiations for free trade had started faltering when Ecuador's
Congress passed a law raising taxes and royalties on private-
sector oil production, according to Dow Jones.

According to Dow Jones, President Palacio has already handed the
ministry over to Manuel Chiriboga, Ecuador's top trade
negotiator.

Mr. Chiriboga, however, was also considering whether or not to
resign, Dow Jones reports.

                        *    *    *

Fitch Ratings assigned these ratings on Ecuador:

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




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


MILLICOM INTERNATIONAL: Receives Two Bids for Telemovil Sale
------------------------------------------------------------
Negotiations for the sale of Millicom International Cellular's
subsidiary, Telemovil, have been stalled, Maximiliano Leiva, the
general manager of Telemovil told BNamericas.

El Salvador newspaper La Prensa Grafica recalls that Millicom
received offers of up to SVC6 billion for Telemovil.

Business News Americas relates that Egypt's MTC and China Mobile
Communications Corp. have been reported as interested bidders.

Mr. Leiva told BNamericas that Millicom has hired Morgan Stanley
to study the offers.

However, if Telemovil is finally sold, the service will not be
affected, Mr. Leiva was quoted by BNamericas as saying.

As reported in the Troubled Company Reporter on May 8, 2006,
Millicom entered in January a process of due diligence to
consider selling its Latin American operators:

   -- Telecel Paraguay,
   -- Telecel Bolivia,
   -- Comcel in Guatemala,
   -- Celtel in Honduras, and
   -- Telemovil in El Salvador.

As reported in the Troubled Company Reporter on May 18, 2006,
China Mobile was foreseen as the likely winner in the Millicom
auction with a US$6 billion bid.  Millicom had accepted bids
from these firms at the end of April:

   -- United Arab Emirates' Investcom LLC, which took the
      leading position in the bidding at first, offering over
      US$5 billion.  The firm, however, was surprisingly
      acquired by MTN Group Ltd. of South Africa for US$5.53
      billion.

   -- Kuwait's Mobile Telecommunications Co., and

   -- China Mobile, as the most promising bidder.

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: Mulls Pension Reform to Reduce Fiscal Deficit
------------------------------------------------------------
The government of El Salvador is analyzing a pension reform to
decrease the fiscal deficit brought by the old pension system,
according to press reports.

The reports state that the government has to pay up to US$500
million per year in pensions stemming from the old retirement
system.  BNamericas recalls that the old pay-as-you-go system
was replaced by a private system based on individual accounts in
1998.

President Antonio Saca told La Prensa Grafica that the reform
will not include an increase in workers' contributions, the age
of retirement and the elimination of private pension fund
managers.

The government will decide on the pension reform issue before
September, when the national budget is set up, press reports
say.

                        *    *    *

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




=================
G U A T E M A L A
=================


* GUATEMALA: Probable Site for Refinery Project of Mexico
---------------------------------------------------------
Guatemala, along with Panama, is being considered as a probable
location for the refinery project of the Mesoamerican Energy
integration program aka PIEM, Business News Americas reports.

The Mesoamerican Energy Initiative, according to Inside Costa
Rica, is a project of the government of Mexico.

Edgar Rangel, an advisor of Mexico's energy ministry Sener, told
the local press that the refinery will supply the Central
America and Mexico.  It will process about 230,000-250,000
barrels a day (b/d) of oil to produce 120,000b/d of gasoline.

Salvador Beltran del Rio, the international affairs director of
Sener, was quoted by BNamericas as saying, "The two locations
will be submitted to the heads of state and it will be investors
who decide on the best option depending on offers made by
Guatemala and Panama."

According to BNamericas, the chosen location will be announced
in a summit of regional heads of state in Santo Domingo in the
Dominican Republic on June 1-3.

BNamericas relates that construction of the refinery is
estimated to cost up to US$8 billion.

The refinery could start operating in 2012, Mr. Rangel told
BNamericas.

                        *    *    *

Fitch Ratings assigned these ratings on Guatemala:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling    BB+      Feb. 22, 2006
   Long Term IDR      BB+      Feb. 22, 2006
   Short Term IDR     B        Feb. 22, 2006
   Local Currency
   Long Term Issuer
   Default Rating     BB+      Feb. 22, 2006

Fitch also rated Guatemala's senior unsecured bonds:

Maturity Date          Amount        Rate       Ratings
-------------          ------        ----       -------
Aug. 3, 2007        US$150,000,000     8.5%         BB+
Nov. 8, 2011        US$325,000,000    10.25%        BB+
Aug. 1, 2013        US$300,000,000     9.25%        BB+
Oct. 6, 2034        US$330,000,000     8.125%       BB+

                        *    *    *

Fitch Ratings assigned these ratings on Panama:

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




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


* HONDURAS: Revisions on Energy Pacts Could Save 500M Lempiras
--------------------------------------------------------------
Honduran President Manuel Zelaya Rosales has started talks with
thermal electricity companies to renegotiate sales contracts, La
Tribuna reports.

If the government will be able to restate the sales contracts,
it could mean an annual saving of 500 million lempiras for the
National Electrical Energy Company, La Tribuna says.

                        *    *    *

Moody's Investor Service assigned these ratings on Honduras:

                     Rating     Rating Date
                     ------     -----------
   Senior Unsecured    B2       Sept. 29, 1998
   Long Term IDR       B2       Sept. 29, 1998




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


AIR JAMAICA: Will Undergo Investigation on Contract Practices
-------------------------------------------------------------
Air Jamaica's procurement and contract award practices will be
investigated by Greg Christie, the contractor general, to
identify breaches in the contract procurement policy that the
Finance Ministry has claimed, Radio Jamaica reports.

Radio Jamaica relates that Mr. Christie received a letter from
the Ministry confirming inconsistencies in the manner the Air
Jamaica does business.

The ministry complained that the airline was not complying with
the government's procurement policy and procedural guidelines,
Mr. Christie informed Radio Jamaica.

According to Radio Jamaica, the investigation will seek to
identify and document the extent of the breaches.

The contractor general's office will monitor all of Air
Jamaica's accords once the investigation concludes, Radio
Jamaica reports.

                        *    *    *

Air Jamaica's US$200 million 9-3/8% notes due July 18, 2015,
carries Moody's B1 rating and Standard & Poor's B rating.




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


BANSI S.A.: S&P Withdraws Low B Ratings at Company's Request
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-/B' foreign
and local currency counterparty credit ratings on Bansi S.A. at
the company's request.

"At the time of the withdrawal, the outlook was stable.  There
is no rated outstanding debt," said Standard & Poor's credit
analyst Alfonso J. Novelo.


GRUPO IUSACELL: Subsidiary Launches Exchange Offer for Debts
------------------------------------------------------------
Grupo Iusacell, S.A. de C.V., disclosed that its principal
operating subsidiary Grupo Iusacell Celular, in accordance with
an agreement reached with its majority creditors holding
approximately 58% of its indebtedness, which includes

   -- US$190 million of Tranche A Bank Loans,
   -- US$76 million of Tranche B Bank Loans and
   -- US$150 million of 10% Senior Notes due in 2004,

launched a solicitation of consents to exchange any and all of
its Tranche A Bank Loans for new senior floating rate first lien
notes due 2011 accruing interest at three-month LIBOR plus 4.00%
and its Tranche B Bank Loans and its Senior Notes for itsnew 10%
senior subordinated second lien notes due 2012, on the terms and
conditions that were previously announced on Jan. 23, 2006.

Iusacell Celular intends to effect the exchange through:

    (i) a voluntary exchange, or
   (ii) the filing of a plan of reorganization (convenio
        concursal) pursuant to the Mexican Business
        Reorganization Act (Ley de Concursos Mercantiles).

The Majority Creditors have agreed, subject to certain
conditions, to timely tender their indebtedness and grant their
consents in the exchange offer.

Consummation of the offer is subject to certain customary
conditions.  The offer is only made, and copies of any documents
related thereto will only be made available, to holders of
Existing Debt that certify to Iusacell Celular that they are
eligible to participate in the offer.

The exchange offer will expire at 5:00 p.m., New York City time,
on June 29, 2006, unless extended by Iusacell Celular.

The Information and Exchange Agent for the exchange offer can be
reached by:

         Bondholder Communications Group
         Tel: (44) 207-382-4580 in London
                   212-809-2663 in New York
         E-mail: icolon@bondcom.com

Headquartered in Mexico City, Mexico, Grupo Iusacell, S.A. de
C.V. (Iusacell, BMV: CEL) is a wireless cellular and PCS service
provider in Mexico with a national footprint.  Independent of
the negotiations towards the restructuring of its debt, Iusacell
reinforces its commitment with customers, employees and
suppliers and guarantees the highest quality standards in its
daily operations offering more and better voice communication
and data services through state-of-the-art technology, including
its new 3G network, throughout all of the regions in which it
operate.

As of Dec. 31, 2005, Grupo Iusacell's stockholders' deficit
widened to MXN2,076,000,000 from a deficit of MXN1,187,000,000
at Dec. 31, 2004.


GRUPO MEXICO: Miners Threaten Work Stoppage in Cananea
------------------------------------------------------
Workers at Grupo Mexico's Cananea copper complex in Sonora aired
out threats to halt work if the union leadership dispute is not
resolved, the Mexican Mining and Metallurgical Workers Union
told Dow Jones Newswires.

The STMMRM union told Business News Americas more than 1,000
unionized workers at the Cananea copper mine halted
subcontracted workers from entering the site, as part of the
strikes at operations across Mexico in support of elected union
leader Napoleon Gomez Urrutia.

The strikes resulted from the Mexican government's ousting of
Mr. Urrutia earlier this year due to allegations on the misuse
of funds.  The labor ministry and the firms have declared the
strikes illegal but have been unsuccessful in silencing them.

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


TV AZTECA: Subsidiary Included in DIRECTV's San Antonio Lineup
--------------------------------------------------------------
DIRECTV Group Inc., provider of digital television service, has
added KTDF-18, Azteca America, to the San Antonio local
broadcast channel lineup.  DIRECTV is the only multichannel
service provider to deliver KTDF-18 throughout the entire San
Antonio designated market area.

The launch of Azteca America, a subsidiary of TV Azteca, in the
San Antonio DMA marks the 17th major DMA where DIRECTV has
launched an Azteca America local channel.  DIRECTV customers in
this DMA who subscribe to the local channel package can now see
a variety of Azteca America's Spanish-language entertainment
programming.

TV Azteca, producer of Spanish-language programming, provides
KTDF-18 with the full array of TV Azteca's hard-hitting, highly
popular novelas in weekday primetime.

DIRECTV currently offers customers in the San Antonio DMA
access to additional Spanish-language local channels, including:

   -- KWEX (Univision),
   -- KVDA (Telemundo) and
   -- KNIC (Telefutura).

Other local channels in the lineup include:

   -- KSAT (ABC),
   -- KENS (CBS),
   -- KABB (Fox),
   -- WOAI (NBC),
   -- KLRN (PBS),
   -- KCWX (UPN) and
   -- KRRT (WB).

                      About TV Azteca

TV Azteca is one of the two largest producers of Spanish-
language television programming in the world, operating two
national television networks in Mexico -- Azteca 13 and Azteca 7
-- through more than 300 owned and operated stations across the
country.  TV Azteca affiliates include Azteca America Network, a
new broadcast television network focused on the rapidly growing
US Hispanic market, and Todito, an Internet portal for North
American Spanish speakers.

                        *    *    *

Moody's Investor Services rated TV Azteca's senior unsecured
debt at B1.

                       About DIRECTV

Headquartered in El Segundo, California, The DIRECTV Group, Inc.
-- http://www.directv.com/-- formerly Hughes Electronics
Corporation, provides multi-channel television entertainment,
and broadband satellite networks and services.  The DIRECTV
Group, Inc., is 37% owned by Fox Entertainment Group, Inc.,
which is owned by News Corporation.  DIRECTV is currently
available in Latin American countries: Argentina, Brazil, Chile,
Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras,
Mexico, Nicaragua, Panama, Puerto Rico, Trinidad & Tobago,
Uruguay, Venezuela and several Caribbean island nations.

                         *     *     *

Standard & Poor's Rating Services placed a BB long-term foreign
and local credit issuer rating on The DIRECTV Group, Inc. on
August 9, 2004.




=================
N I C A R A G U A
=================


* NICARAGUA: Mulls Construction of US$18B Inter-Oceanic Waterway
----------------------------------------------------------------
The government of Nicaragua is considering the construction of a
US$18 billion inter-oceanic waterway, Business News Americas
reports.

An official from the president's office informed BNamericas that
a specialized committee is analyzing the possibility of the
construction.

According to BNamericas, the official said that a proposal was
made for the creation of the canal through the nation's rivers
and the south of lake Gran Lago to the Bluefields bay in the
Atlantic Ocean.

A number of similar proposals like multi-modal initiatives were
also presented to the government for analysis, the official
revealed to BNamericas.

The source was quoted by BNamericas as saying that if the
construction is carried out, the canal would be an alternative
to that of Panama.

The official told BNamericas that the project would accommodate
about 250,000t ships.  Nicaragua has the water resources
necessary for greater ships to transit.  Ships would be able to
have savings per trip as a result to shortened travel time.
Among those that would benefit would be ships sailing from
eastern US to Asia, which have expressed the need for
alternatives to the Panama Canal.

There would also be environmental improvements on water and land
management, the official related to BNamericas.

BNamericas states that the initiative is believed to increase
Nicaragua's GDP per capita and would make the country a center
of tourism and logistics.

According to the official, final analysis and conclusions are
expected to be released within the next two months, BNamericas
reports.

                        *    *    *

Moody's Investor Service assigned these ratings to Nicaragua:

                     Rating     Rating Date
                     ------     -----------
   Long Term          Caa1     June 30, 2003
   Senior Unsecured
   Debt                B3      June 30, 2003




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


* PANAMA: Economic Activity Up Almost 7% in First Quarter 2006
--------------------------------------------------------------
The economic activity of Panama increased almost 6.87% in the
first quarter of 2006, the country's statistics office told
Reuters.

According to Reuters, the government attributed the improvement
to strong performance in the sectors of transport, leisure and
construction.

The government told Reuters that the increase in port activity
and traffic through the Panama Canal as well as a strong
gambling sector resulted to the growth.

As ship crossings at the waterway rose 3.5%, toll payments
increased 23%, Reuters relates.

Reuters also reports these increases:

    -- spending in casinos as well as on lottery tickets: 31.9%,
    -- construction: 10.8%,
    -- Re-exports: 28.1%, and
    -- imports: 17.6%.

Business in the Colon Free Trade Zone -- at the canal's Atlantic
entrance, through which traders import and resell tariff-free
goods -- has been brisk, Reuters reports.

                        *    *    *

Fitch Ratings assigned these ratings on Panama:

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


* PANAMA: Probable Site for Refinery Project of Mexico
------------------------------------------------------
Panama, along with Guatemala, is being considered as a probable
location for the refinery project of the Mesoamerican Energy
integration program aka PIEM, Business News Americas reports.

The Mesoamerican Energy Initiative, according to Inside Costa
Rica, is a project of the government of Mexico.

Edgar Rangel, an advisor of Mexico's energy ministry Sener, told
the local press that the refinery will supply the Central
America and Mexico.  It will process about 230,000-250,000
barrels a day (b/d) of oil to produce 120,000b/d of gasoline.

Salvador Beltran del Rio, the international affairs director of
Sener, was quoted by BNamericas as saying, "The two locations
will be submitted to the heads of state and it will be investors
who decide on the best option depending on offers made by
Guatemala and Panama."

According to BNamericas, the chosen location will be announced
in a summit of regional heads of state in Santo Domingo in the
Dominican Republic on June 1-3.

BNamericas relates that construction of the refinery is
estimated to cost up to US$8 billion.

The refinery could start operating in 2012, Mr. Rangel told
BNamericas.

                        *    *    *

Fitch Ratings assigned these ratings on Guatemala:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling    BB+      Feb. 22, 2006
   Long Term IDR      BB+      Feb. 22, 2006
   Short Term IDR     B        Feb. 22, 2006
   Local Currency
   Long Term Issuer
   Default Rating     BB+      Feb. 22, 2006

                        *    *    *

Fitch also rated Guatemala's senior unsecured bonds:

Maturity Date          Amount        Rate       Ratings
-------------          ------        ----       -------
Aug. 3, 2007        US$150,000,000     8.5%         BB+
Nov. 8, 2011        US$325,000,000    10.25%        BB+
Aug. 1, 2013        US$300,000,000     9.25%        BB+
Oct. 6, 2034        US$330,000,000     8.125%       BB+

                        *    *    *

Fitch Ratings assigned these ratings on Panama:

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




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


* PARAGUAY: Vetoes Congress' Banking System Reform Proposal
-----------------------------------------------------------
The government of Paraguay said in its Web site that it rejected
a proposal by its Congress to make reforms on the public banking
system.

The government fears the reform would raise the fiscal burden,
as stated in the Web site.

Business News Americas recalls that the Congress had passed a
bill to turn Banco Nacional de Fomento aka BNF, the state-run
bank of Paraguay, into a development bank.

The administration, however, saw no difference in the new bank's
regulations with those of BNF, BNamericas relates.  The
administration also believes that costs would be higher because
of eventual compensations to the employees.

According to BNamericas, BNF has had high bad debt levels and
politically motivated lending practices that even made
International Monetary Bank press for reforms during the
economic aid talks with the government.


                        *    *    *

Moody's assigned these ratings on Paraguay:

     -- CC LT Foreign Bank Deposit, Caa2
     -- CC LT Foreign Curr Debt, Caa1
     -- CC ST Foreign Bank Deposit, NP
     -- CC ST Foreign Currency Debt, NP
     -- LC Currency Issuer Rating, Caa1
     -- FC Curr Issuer Rating, Caa1
     -- Local Currency LT Debt, WR

                        *    *    *

Standard & Poor's assigned these ratings on Paraguay:

     -- Foreign Currency LT Debt B-
     -- Local Currency LT Debt   B-
     -- Foreign Currency ST Debt C
     -- Local Currency ST Debt   C

                        *    *    *

As reported in the Troubled Company Reporter on May 26, 2006,
Moody's Investors Service said it had upgraded these ratings on
Paraguay:

   -- Long-term foreign currency rating: B3 from Caa1 with
      stable outlook.

Moody's assigned this rating:

   -- Short-term foreign currency rating: Not Prime.




=======
P E R U
=======


* PERU: Regulator Allows Pension Funds to Invest in Hedge Funds
---------------------------------------------------------------
SBS -- the banking, insurance and pension regulator of Peru
-- will let local pension fund managers, the AFPs, to invest in
hedge funds this year, Melvin Escudero, the investment control
officer of SBS, informed BNamericas.

This is to broaden their investment options, Mr. Escudero was
quoted by BNamericas as saying.

BNamericas reports that Mr. Escudero said new regulations will
be passed this year.

"However, AFPs can currently invest indirectly in these kind of
products [alternative investments] via structured products
thanks to the regulatory reform approved in March this year,"
Mr. Escudero told BNamericas.

BNamericas recalls that SBS conducted a study to determine
whether it should let AFPs invest directly in hedge funds as
well as in other investment alternatives.

According to the study, the investment diversification would add
value to the pension system's 3.7 million affiliates, Mr.
Escudero revealed to BNamericas.

BNamericas relates that in January, SBS allowed AFPs to invest
in securities rated below BBB as part of a series of measures to
diversify their investments while previously the regulator only
allowed AFPs to invest in securities rated from AAA to BBB-.

The rules on investment have liberalized but are still
conservative compared to international standards, BNamericas
reports.

                        *    *    *

Fitch Ratings assigned these ratings on Peru:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     BB      Nov. 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




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


CARIBBEAN RESTAURANTS: S&P Lowers Corporate Credit Rating to B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and secured bank loan rating on San Juan, Puerto Rico-
based Caribbean Restaurants LLC to 'B' from 'B+'.  The outlook
is stable.

"The downgrade is based on the company's deteriorating cash flow
protection measures due to negative operating trends over the
past four quarters," said Standard & Poor's credit analyst Diane
Shand.

Total debt to EBITDA is expected to increase to more than 6.0x
in fiscal 2006, from mid-5.0x in fiscal 2005.

"We do not expect these measures to improve over the next year,"
said Ms. Shand.

CRI's narrow geographic focus leaves it susceptible to changes
in the Puerto Rican economy.  Sales trends in the fiscal year
ended April 30, 2006, should be negative due to an economic
slowdown in Puerto Rico, and margins are expected to narrow as a
result of:

   * lack of sales leverage,
   * higher utility costs, and
   * wage incentives.

Operating trends are not expected to improve until the economy
in Puerto Rico strengthens.  The company's profitability had
also declined during a regional economic downturn in 2001 and
2002. Operating performances had been good from fiscal 2003 to
fiscal 2005.

The ratings on Caribbean Restaurants reflect:

   * the company's highly leveraged capital structure;

   * the risks of operating in the extremely competitive quick-
     service restaurant industry; and

   * its regional concentration.

Overall business risk for this fourth-largest franchisee of
Burger King restaurants is influenced heavily by strong
competition in the fast-food segment, especially from McDonald's
Corp. and Subway in Puerto Rico, where CRI operates all 170 of
its units.  Somewhat tempering these factors is the strength the
company derives from its exclusive franchise agreement with
Burger King for Puerto Rico.

CRI is the leading player in the US$1 billion Puerto Rican fast-
food market.  It controls about 18% of total units and about 25%
of total revenues.  Subway, with a 19% share of total fast-food
units, and McDonald's, with 12%, are its closest competitors.


GLOBAL HOME: Court Approves Pachulski Stang as Chap. 11 Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Global Home Products, LLC, and its debtor-affiliates permission
to retain Pachulski Stang Ziehl Young Jones & Weintraub LLP as
their bankruptcy counsel.

As reported in the Troubled Company Reporter on April 13, 2006,
Pachulski Stang will:

   a. provide legal advice with respect to the Debtors' powers
      and duties as debtors in possession in the continued
      operation of their business and management of their
      properties;

   b. prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports, and other legal papers;

   c. appear in Court on behalf of the Debtors and in order to
      protect the interests of the Debtors before the Court;

   d. prepare and pursue confirmation of a plan and approval of
      a disclosure statement; and

   e. perform all other legal services for the Debtors that may
      be necessary and proper in these proceedings.

Laura Davis Jones, Esq., a partner at Pachulski Stang, told the
Court that the Firm's professionals bill:

      Professional                Designation   Hourly Rate
      ------------                -----------   -----------
      Laura Davis Jones, Esq.     Attorney       US$675
      David M. Bertenthal, Esq.   Attorney       US$475
      Bruce Grohsgal, Esq.        Attorney       US$475
      Joshua M. Fried, Esq.       Attorney       US$395
      Sandra G.M. Selzer, Esq.    Attorney       US$295
      Karina Yee                                 US$155

Ms. Jones assured the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/
--   sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates , including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on Apr.
10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis Jones,
Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and Sandra
G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP, represent the Debtors.  Bruce Buechler, Esq., at
Lowenstein Sandler P.C., represents the Official Committee Of
Unsecured Creditors.  When the company filed for protection from
their creditors, they estimated assets between US$50 million and
US$100 million and debts of more than US$100 million.


GLOBAL HOME: Gets Court OK on US$33.6M Asset Sale to C.R. Gibson
----------------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware gave Global Home Products, LLC, and its
debtor-affiliates permission to sell the assets of some of its
affiliates to C.R. Gibson, Inc., for US$33.55 million

The assets sold includes substantially all of the assets of
these debtor-affiliates:

   * Burnes Acquisition, Inc.,
   * Intercraft Company,
   * Burnes Puerto Rico, Inc.,
   * Picture LLC,
   * Burnes Operating Company LLC.

The sale also includes the assets of these non-debtor
affiliates:

   * Intercraft Brunes, S.de R.L. de C.V.; and
   * 690629 BC Ltd.

A full-text copy of the Court's order along with the Asset
Purchase Agreement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060525232636

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on Apr.
10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis Jones,
Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and Sandra
G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP, represent the Debtors.  Bruce Buechler, Esq., at
Lowenstein Sandler P.C., represents the Official Committee Of
Unsecured Creditors.  When the company filed for protection from
their creditors, they estimated assets between US$50 million and
US$100 million and debts of more than US$100 million.


INTERLINE BRANDS: Commences Tender Offer for 11-1/2% Sr. Notes
--------------------------------------------------------------
Interline Brands, Inc.'s operating subsidiary, Interline Brands,
Inc., a New Jersey corporation, commenced a cash tender offer
for any and all of its outstanding 11-1/2% Senior Subordinated
Notes Due 2011 (CUSIP No. 458743 AB 7).  In conjunction with the
tender offer, Interline New Jersey is soliciting the consent of
holders of a majority in aggregate principal amount of the Notes
to eliminate substantially all of the covenants and certain
events of default under the indenture for the Notes.  The terms
and conditions of the tender offer and consent solicitation are
set forth in an Offer to Purchase and Consent Solicitation
Statement dated May 23, 2006.

Subject to certain conditions precedent described in the Offer
to Purchase and Consent Solicitation Statement, holders who
validly tender Notes and deliver consents prior to 5:00 p.m.,
Eastern Time, on June 7, 2006, unless extended, will be entitled
to receive the Total Consideration, which includes a consent
payment of US$30 per US$1,000 principal amount of Notes.
Payment in such case will be made promptly after Interline New
Jersey determines to accept the Notes tendered prior to 5:00
p.m., Eastern Time, on the Consent Date, which acceptance date
is expected to be on or about June 23, 2006, or such later date
as the financing transactions described below are expected to be
completed.

Holders who validly tender Notes after 5:00 p.m., Eastern Time,
on the Consent Date but prior to 5:00 p.m., Eastern Time, on
June 23, 2006, unless extended, will be entitled to receive the
Tender Consideration, which is equal to the Total Consideration
less the Consent Payment.  Payment in such case will be made
promptly after the Expiration Time.  Subject to certain limited
exceptions, tendered Notes may be withdrawn and related consents
may be revoked only at any time prior to 5:00 p.m., Eastern
Time, on the Consent Date.

The Total Consideration for each US$1,000 principal amount of
the Notes validly tendered pursuant to the tender offer and not
validly withdrawn is equal the sum of

   (a) the present value on an assumed Early Settlement Date of
       US$1,057.50 per US$1,000 principal amount of the Notes,
       representing the amount at which Interline New Jersey
       optionally may redeem the Notes on May 15, 2007, plus

   (b) the present value on the assumed Early Settlement Date of
       the interest that would be payable on, or accrue from,
       the last interest payment date until May 15, 2007
       determined on the basis of a yield to May 15, 2007 equal
       to the sum of

       (x) the bid-side yield on 4.375% U.S. Treasury Note due
           May 15, 2007 as calculated by the dealer managers in
           accordance with standard market practice, as of
           2:00 p.m., Eastern Time, on the second business day
           following the Consent Date (such pricing date
           expected to be June 9, 2006, unless extended), plus

       (y) 50 basis points, minus

   (c) accrued and unpaid interest with respect to the Notes
       from the last interest payment date through, but not
       including, the applicable settlement date.

All Notes accepted for payment will (subject to the terms and
conditions of the tender offer) also receive accrued and unpaid
interest to, but excluding, the applicable settlement date on
the tendered Notes.

The tender offer is being conducted contemporaneously with the
debt financings reported on May 23, 2006.  Interline New Jersey
expects to use part of the proceeds from these financing
transactions to fund the consideration in the tender offer.

The tender offer is subject to the satisfaction of certain
conditions, including:

     (i) there being validly tendered and not withdrawn not less
         than a majority of the aggregate principal amount of
         the Notes,

    (ii) the execution of a supplemental indenture giving effect
         to the proposed amendments to the indenture for the
         Notes,

   (iii) the successful receipt of net proceeds of the financing
         transactions described above sufficient to finance the
         tender offer on terms satisfactory to Interline New
         Jersey and

    (iv) certain other customary conditions.

Credit Suisse Securities (USA) LLC and Lehman Brothers Inc. are
serving as the exclusive Dealer Managers and Solicitation Agents
for the tender offer and consent solicitation.  Questions
regarding the terms of the tender offer or consent solicitation
should be directed to:

     Credit Suisse Securities (USA) LLC
     Attn: Liability Management Group
     Telephone (800) 820-1653 (toll free)

                     or

     Lehman Brothers Inc.
     Attn: Liability Management Group
     Telephone (800) 438-3242 (toll free)

Any questions or requests for assistance or additional copies of
documents may be directed to the Tender Agent and Information
Agent:

     D.F. King & Co., Inc.
     Telephone (212) 269-5550 (bankers and brokers call collect)
     Toll Free (800) 290-6426

                    New Bank Facility

In addition, Interline New Jersey intends to enter into a new
bank credit facility.

Interline New Jersey intends to use the proceeds of the
offering, along with borrowings under the new credit facility,
to finance its planned acquisition of American Sanitary and to
refinance its existing debt, including Interline New Jersey's
outstanding 11-1/2% Senior Subordinated Notes Due 2011.  These
financings are expected to be completed by the beginning of the
third quarter of 2006.

                    About Interline

Headquartered in Jacksonville, Florida, Interline Brands, Inc.
-- http://www.interlinebrands.com/-- is a leading national
distributor and direct marketer of maintenance, repair and
operations products to approximately 160,000 professional
contractors, facilities maintenance professionals, and specialty
distributors across North America and Puerto Rico.

At March 31, 2006, Interline Brands, Inc.'s balance sheet showed
a stockholders' deficit of US$159,234,000, compared to a
US$152,878,000 deficit at Dec. 30, 2005.


KMART CORP: Wants to File National Settlement Under Seal
--------------------------------------------------------
Kmart Corporation asks the U.S. Bankruptcy Court for the
Northern District of Illinois to:

    -- permit the filing of the Settlement Agreement and all
       related papers, including the request for approval of the
       Agreement, under seal; and

    -- prevent the disclosure of confidential information
       related to the Sealed Pleadings or any related
       proceedings by any person with knowledge of the matter.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum
Perlman & Nagelberg LLP, in Chicago, Illinois, relates that
National Property Analysts Master Limited Partnership is
currently the ground tenant -- and Arjax Railroad Associates II,
LLC, the ground lessor -- under a lease dated October 13, 1972,
for real property located at 1700 South Delaware Street, in San
Mateo, California.

Kmart Corporation, in turn, is currently the subtenant -- and
National is currently the sublessor -- under a lease and
sublease agreement dated December 1, 1973, under which Kmart
presently subleases from National the San Mateo Property and
several improvements.

According to Mr. Barrett, Kmart and ARJAX are parties to a
settlement agreement dated November 21, 1983, originally between
Kmart and Concar Enterprises, Inc., the predecessor-in-interest
to ARJAX, as the owner-in-fee of the San Mateo Property and the
ground lessor under the Lease.

Kmart and National are also parties to a Court-approved
stipulation that authorized Kmart's assumption of the Sublease
and established a framework for resolving Kmart and National's
differences with respect to disputed aspects of the monetary and
non-monetary cure claims -- the Outstanding Claims - asserted by
National with respect to the Sublease.

Pursuant to a settlement agreement dated May 16, 2006, the
parties agreed to resolve their differences with regards:

    (i) the terms and conditions of the continued use of the
        Premises under the Lease and Sublease; and

   (ii) the Outstanding Claims.

However, Kmart and National entered into the Settlement
Agreement under the condition that it be held "strictly
confidential [and] not be disclosed."

Some aspects of the information contained in the Settlement
Agreement are confidential and highly business sensitive,
Mr. Barrett tells the Court.

Therefore, release in the public domain could be significantly
detrimental to Kmart in its continuing operations, Mr. Barrett
adds.

Mr. Barrett reminds the Court that Kmart is authorized by law to
file the Settlement Agreement and related papers under seal
pursuant to Section 107 of the Bankruptcy Code, Rule 9018 of the
Federal Rules of Bankruptcy Procedure, and Local Bankruptcy Rule
5005-4.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or
Kmart Supercenter format, in all 50 United States, Puerto Rico,
the U.S. Virgin Islands and Guam.  The Company filed for chapter
11 protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on
May 6, 2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in
its restructuring efforts.  The Company's balance sheet showed
US$16,287,000,000 in assets and US$10,348,000,000 in debts when
it sought chapter 11 protection.  Kmart bought Sears, Roebuck &
Co., for US$11 billion to create the third-largest U.S.
retailer, behind Wal-Mart and Target, and generate US$55 billion
in annual revenues.  The waiting period under the Hart-Scott-
Rodino Antitrust Improvements Act expired on Jan. 27, without
complaint by the Department of Justice.  (Kmart Bankruptcy News,
Issue No. 111; Bankruptcy Creditors' Service, Inc., 215/945-
7000)




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


DIRECTV GROUP: Says Cable Piracy in Trinidad Is Rampant
-------------------------------------------------------
"While the process for the establishment of the FTAA
headquarters in Trinidad may have stalled, we are now earning
the dubious distinction of being the headquarters of piracy,"
Bernard Pantin, The DirecTV Group Inc.'s general manager in
Trinidad and Tobago, was quoted by the Trinidad and Tobago
Express as saying.

The company's general manager believes that it's high time for
the telecommunications authority to give the matter due
consideration.

"We therefore believe it is time that the government breaks its
silence on the topic and makes its position clear once and for
all... by its inaction, the government is tacitly signaling that
piracy can continue, by appearing to turn a blind eye to the
problem," Mr. Pantin told the Express.

Mr. Pantin noted that at least 12 channels are being broadcasted
without proper authorization.

"By continuing to broadcast the dirty dozen they are creating a
false market in Trinidad and Tobago and leading customers to
believe that it is okay to receive as many as 65 channels,
including premium movie channels for less than $200 per month,"
Mr. Pantin told the Express.

In comparison, Mr. Pantin cited to the Express the cable package
price in Barbados at US$550 for 70 channels.

As previously reported, DirecTV warned Columbus Communications
not to broadcast channels it doesn't have licenses to air.  A
Columbus representative told the Express that negotiatios are
underway.

According to the Express, DirectTV has 9,000 customers across
Trinidad and Tobago, while Columbus has more than 100,000.

                       About DIRECTV

The DIRECTV Group, Inc., formerly Hughes Electronics
Corporation, headquartered in El Segundo, California, is a
world-leading provider of multi-channel television
entertainment, and broadband satellite networks and services.
The DIRECTV Group, Inc. with sales in 2004 of approximately
US$11.4 billion is 34% owned by Fox Entertainment Group, Inc.,
which is owned by News Corporation.  DIRECTV is currently
available in Latin American countries: Argentina, Brazil, Chile,
Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras,
Mexico, Nicaragua, Panama, Puerto Rico, Trinidad & Tobago,
Uruguay, Venezuela and several Caribbean island nations.

                        *    *    *

Standard & Poor's Rating Services placed a BB credit rating on
DIRECTV Group'S long-term foreign and local currency ratings
effective Aug. 9, 2004.  S&P said the outlook is stable.




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


ADMINISTRACION NACIONAL: Moody's Ups Foreign Curr. Rating to B1
---------------------------------------------------------------
Moody's Investors Service published the results of an
examination of corporate sector ratings in Latin America in
light of the revision of its rating methodology for "Foreign-
Currency Ceilings."

In November 2005, Moody's published a Request for Comment,
entitled "Revised Policy with Respect to Country Ceilings."
Based on supportive market responses Moody's decided to revise
the current policy.  The new policy incorporates the possibility
that a foreign currency government bond default would not be
accompanied by a moratorium on foreign currency external
payments.

Moody's upgrades this rating of Administracion Nacional de
Combustibles aka Ancap under the revised foreign currency
ceilings:

   -- Foreign currency rating: to B1 from B3 with stable
      outlook.


* URUGUAY: Creates Chamber of Commerce with Finland
---------------------------------------------------
Uruguay formed a chamber of commerce with Finland to promote
trade and investment between the countries, Latinlawyer Online
reports.

According to Latinlawyer, the chamber was established under the
supervision of Jimenez de Arechaga, Viana & Brause on April 26,
as an immediate reaction to Finnish investments in Uruguay.

These investments include the US$1.1 billion pulp factories
being built in Fray Bentos.

Latinlawyer relates that the chamber has 20 members.  Among them
are:

    -- Finnish paper manufacturers:

        * Botnia, and
        * Stora-Enso, and

    -- Frigorifico Tacuarembo, the Uruguayan beef producer.

Latinlawyer states that other Finish firms including Kemira, a
chemical producer, has shown interest in joining the chamber.
Kemira is planning to construct plants in Uruguay.

"The reaction to the creation of this chamber has been very
enthusiastic.  On the political side, the ceremony of the
creation of the chamber was attended by a number of important
Uruguayan political figures, such as the vice minister for
foreign affairs, and the vice minister for industry.  On the
business side, [the reaction] can be measured by the constant
lining up of entities requesting affiliation with the chamber,"
Hector Viana of the firm Jimenez de Arechaga, told Latinlawyer.

                        *    *    *

Fitch Ratings assigned these ratings on Uruguay:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     BB-      Mar. 7, 2005
   Long Term IDR       B+      Dec. 14, 2005
   Short Term IDR      B       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating      BB-      Mar. 7, 2005




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


CITGO PETROLEUM: Relocating 350 Employees from Tulsa, Oklahoma
--------------------------------------------------------------
Citgo Petroleum Corporation decided, after careful review, to
continue the corporate relocation of employees based in Tulsa,
Oklahoma, Felix Rodriguez, company President and Chief Executive
Officer, made the announcement Thursday.  The relocation had
started in 2004.

"Under the plan, which has been approved by the CITGO board of
directors, we will now move some 350 Tulsa positions to a
combination of existing CITGO facilities in Houston, additional
leased space in Houston or field locations," Mr. Rodriguez
noted.  "This relocation is part of our continuous efforts to
review and optimize our operations and will ultimately lead to a
stronger, more efficient corporation."

Mr. Rodriguez explained that most of the moves are expected to
occur during the summer months (May-July) of 2007.

"Since the existing lease at One Warren Place expires in March
2008, we have chosen to carry out the relocation during the
summer months of 2007 in order to minimize family disruption,"
Mr. Rodriguez said, adding that all full-time active Tulsa
employees whose positions will be relocating will be offered the
same equivalent or better jobs in the new location.

CITGO currently has three locations in Tulsa, including the One
Warren Place office, the CITGO Payment Card Operations Center
and the lubricants laboratory.  Approximately 45 positions will
remain in Tulsa once the relocation is complete.

Headquartered in Houston, Texas, CITGO Petroleum Corporation
-- http://www.citgo.com/-- 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.

                        *    *    *

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


PETROLEOS DE VENEZUELA: Moody's Ups Foreign Curr. Rating to B1
--------------------------------------------------------------
Moody's Investors Service published the results of an
examination of corporate sector ratings in Latin America in
light of the revision of its rating methodology for "Foreign-
Currency Ceilings."

In November 2005, Moody's published a Request for Comment,
entitled "Revised Policy with Respect to Country Ceilings."
Based on supportive market responses Moody's decided to revise
the current policy.  The new policy incorporates the possibility
that a foreign currency government bond default would not be
accompanied by a moratorium on foreign currency external
payments.

Moody's upgrades this rating of Petroleos de Venezuela S.A. or
PDVSA under the revised foreign currency ceilings:

   -- Corporate Family Rating (foreign currency): to B1 from
      B2 with stable outlook; and

   -- Foreign currency issuer rating: to B1 from B2 with
      stable outlook.

This rating is affirmed:

   -- Domestic currency issuer rating: B1 with developing
      outlook.


PETROLEOS DE VENEZUELA: Preparing to Control Orinoco Oil Belt
-------------------------------------------------------------
The Venezuelan government is preparing to file an action with
the Supreme Tribunal of Justice to annul a decision that gave
Petroleos de Venezuela SA a minority stake in the Orinoco Oil
Belt operations, El Universal reports.

"We are ready to have a 60% stake," El Universal quoted as
saying, Eulogio del Pino, president of PDVSA's subsidiary --
Venezuelan Petroleum Corporation.

According to Mr. Del Pino, El Universal relates, the first steps
have been taken in taking a greater control of the Orinoco
projects.  Such actions include raising to 33.33% the oil
extraction tax and hiking income tax rates from 34% to 50%.

Petroleos de Venezuela SA aka 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.


PETROLEOS DE VENEZUELA: PDV GAS Seeks to Up Natural Gas Output
--------------------------------------------------------------
Felix Rodriguez, the vice president of PDVSA Gas -- the
subsidiary of the state oil firm of Venezuela, Petroleos de
Venezuela aka PDVSA -- informed Business News Americas that the
company aims to raise natural gas production by 500 million
cubic feet/day (Mf3/d) in 2006 to support power generation.

BNamericas relates that to meet electricity demand and sustain
crude oil production, Venezuela needs about one billion cubic
feet per day (Bf3/d) more natural gas.

Mr. Rodriguez was quoted by BNamericas as saying, "We are
thinking about increasing it some 500Mf3/d to reach 6.8Bf3/d
this year but looking to have an effect in the internal gas
market to support the power sector.  Thermal generation is the
first [priority] in the plan.  With electricity, we have to
reach growth with a [gas] deficit, which makes it harder."

Mr. Rodriguez told BNamericas that current production is about
6.3 Bf3/d.

According to BNamericas, PDVSA sells natural gas to:

   -- Cadafe, state-run electricity company,
   -- Electricidad de Caracas, and
   -- other thermal generators.

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

                       *    *    *

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


* VENEZUELA: Reports 9.4% GDP Growth in First Quarter
-----------------------------------------------------
Venezuela's economy continued to expand for the tenth
consecutive quarter, as Gross Domestic Product increased 9.4% in
the first quarter compared to the same period in 2005, El
Universal reports, citing official figures disclosed by the
Central Bank of Venezuela.

In its report, the Central Bank said consumption encouraged
production. Concomitantly, consumption was fueled by "improved
income in households resulting from the creation of new jobs and
wage raises, as well as social policies implemented by the
government," El Universal states.

          Industry       Rate of Increase
          --------       ----------------
          non-oil sector     10.9%
          manufacturing       9.4%
          trade sector       21.0%
          construction       21.1%
          communications     28.1%

Oil GDP, which reflects the amount of barrels pumped, fell 0.2%
compared to the same period in 2005, El Universal reports.

Venezuela's foreign currency long-term debt is rated B1 by
Moody's, B+ by Standard & Poor's, and BB- by Fitch.


* VENEZUELA: Signing 200 Trade Pacts with Bolivia
-------------------------------------------------
Venezuela will be signing 200 agreements with Bolivia involving
multi-million investments in oil, mining, agriculture and
cattle-raising, El Universal reports, citing AFP news agency.

Additionally, the two countries are promoting:

   -- the People's Trade Agreement as an alternative to the Free
      Trade Agreements with the United States; and

   -- the Bolivarian Alternative for the Americas to counter the
      United States' Free Trade Area for the Americas.

Venezuela's state-owned oil firm, Petroleos de Venezuela SA has
previously announced its plan to invest US$1.5 billion in
Bolivia's energy sector.

                        *    *    *

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

                        *    *    *

Venezuela's foreign currency long-term debt is rated B1 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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