TCRLA_Public/060531.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

          Wednesday, May 31, 2006, Vol. 7, Issue 107

                            Headlines

A R G E N T I N A

AUDIO ROSARIO: Court Converts Bankruptcy to Reorganization
DEPORTIVA INTEGRAL: Claims Validation Ends on July 7
EXTREM SUD: Seeks Court Approval to Reorganize Business
IN GRAPHIC: Individual Reports Due in Court on July 3
METALURGICA MASELLI: Trustee Stops Accepting Claims on July 5

SELECTO S.A.: Concludes Reorganization Proceeding
SOL DE ACUARIO: Verification of Proofs of Claim Ends on July 13
SUCESORES DE ANTONIO: Claims Verification Deadline Is on July 10
SUDAMERICAN S.A.: Creditors Must Submit Claims by July 6
TIMARU S.A.: Asks Court's Approval to Restructure Debts

B A H A M A S

WINN-DIXIE: Balks at Florida Tax Agency's Move to Collect Taxes

B E R M U D A

FOSTER WHEELER: Moody's Rates US$250M Sr. Debt Facility at Ba3
INTELSAT LTD: Department of Justice Clears Merger With PanAmSat
INTELSAT LTD: Inks Pact With CSI for AmpiageSM Distribution

B O L I V I A

* BOLIVIA: YPFB Inked Joint Venture with Petroleos de Venezuela

B R A Z I L

BANCO ITAU: Will Handle Purchase of BankBoston Units as One
BANCO NACIONAL: Will Loan BRL75.5 Mil. to GOL Linhas Aereas
BRASIL TELECOM: Appoints Caio Tulio Costa as Internet Units' CEO
COMPANHIA VALE: Sells Stake in Gulf Industrial for US$418 Mil.
EMBRATEL PARTCIPACOES: Provides Internet via Satellite in Para

GERDAU SA: Authorizes Acquisition of Shares
GOL LINHAS: Secures BRL75.7 Mil. Financing from Banco Nacional
TRANSAX INTERNATIONAL: Auditor Raises Going Concern Doubt
TRANSAX INT'L: March 31 Balance Sheet Upside Down by US$2.2 Mil.
VARIG: Brazilian Court Publishes Tender for June 5 Sale

C A Y M A N   I S L A N D S

AQUITANIA FUND: Sets June 15 as Last Meeting of Shareholders
AQUITANIA MASTER: Final Shareholders Meeting Set for June 15
BULL INVESTMENT: Sets Final Shareholders Meeting on June 3
CITY CLUBS: Creditors Must File Proofs of Claim by June 16
FIVE MILE: Schedules Last Shareholders Meeting on June 15

FIVE MILE (OFFSHORE): Final Shareholders Meeting Set for June 15
HENRY JOHNSON: Proofs of Claim Filing Ends by June 19
MULTI-STRATEGY: Filing of Proofs of Claim Ends by June 20
THEOREMA E&M: Sets June 16 Deadline for Proofs of Claim Filing
YL CAPITAL: Creditors Have Until June 19 to File Proofs of Claim

C O L O M B I A

* COLOMBIA: Presents Vision 2019 Project for Mining Development

C O S T A   R I C A

* COSTA RICA: Will Launch Free Trade Negotiations with Taiwan

D O M I N I C A N   R E P U B L I C

FALCONBRIDGE: Chief Officer Favors Inco Bid Over Xstrata's

* DOMINICAN REPUBLIC: Cement Producers Seek Price Increase
* DOMINICAN REPUBLIC: Posts 12.3% Boost in Tourism Sector
* DOMINICAN REPUBLIC: Will Launch Free Trade Talks with Taiwan

E C U A D O R

* ECUADOR: Refuses to Join Venezuela's Energy Alliance Versus US
* ECUADOR: State Telecommunications Firm Will Expand Network

E L   S A L V A D O R

MILLICOM INT'L: In Due Diligence With Potential Share Buyer

* EL SALVADOR: Will Hold Talks on Free Trade with Taiwan

G U A T E M A L A

BANCO INDUSTRIAL: Posts GTQ86.5 Mil. First Quarter 2006 Earnings

H O N D U R A S

* HONDURAS: Holding Talks on Free Trade with Taiwan

J A M A I C A

MIRANT CORP: Cadwalader Wickersham Asks for US$3 Million Bonus
MIRANT CORP: MC Asset Recovery Wants BofA to Produce Documents

M E X I C O

AMERICAN AXLE: Moody's Lowers Family & Notes Ratings to Ba3
GENERAL MOTORS: 20,000+ Workers Take Buy-Out & Retirement Offers
TOMMY HILFIGER: Completes Tender Offer of 9% Sr. Bonds Due 2031
TV AZTECA: US Securities & Exchange Commission Mulls Settlement

P A N A M A

KANSAS CITY SOUTHERN: Names New Finance Department Leadership

* PANAMA: Approves Activation of Telephony Service Accords

P U E R T O   R I C O

ADELPHIA COMMS: Court Okays Erie County Lease-Back Transaction
ADELPHIA COMMS: Dispute Ensues Over Bank Lenders Distribution
KMART CORP: Court Signs Order Resolving LNR & Goldblatt Dispute

T R I N I D A D   &   T O B A G O

BWIA WEST: Ian Brunton Named as Vice President for Operations

U R U G U A Y

* URUGUAY: Files With US SEC to Sell US$2.8 Bil. of Securities

V E N E Z U E L A

PETROLEOS DE VENEZUELA: Inks PetroAndina Joint Venture with YPFB

* VENEZUELA: OPEC Holding 141st Meeting on June 1 in Caracas


                         - - - - -


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


AUDIO ROSARIO: Court Converts Bankruptcy to Reorganization
----------------------------------------------------------
Audio Rosario S.A.'s bankruptcy case has been converted to a
reorganization proceeding by a court in Rosario, Santa Fe.  As a
result, the submission of a general report on June 16, 2006, by
court-appointed trustee Hugo Pedro Ainsa has been postponed,
Infobae reports.  

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

Mr. Ainsa will still verify creditors' proofs of claim.  
Creditors with unverified claims cannot participate in the
company's settlement plan.

As reported in the Troubled Company Reporter on March 16, 2006,
the company started with its bankruptcy proceeding after the
court ordered Mr. Ainsa to verify the creditors' proofs of claim
until March 27, 2006.  The individual reports on the verified
claims were submitted in court on May 8, 2006.

The debtor can be reached at:

         Audio Rosario S.A.
         Rioja 1302, Rosario
         Santa Fe, Argentina

The trustee can be reached at:

         Hugo Pedro Ainsa
         E. Zeballos 2071, Rosario
         Santa Fe, Argentina


DEPORTIVA INTEGRAL: Claims Validation Ends on July 7
----------------------------------------------------
Court-appointed trustee Carlos Daniel Grela will stop validating
claims against bankrupt company Deportiva Integral S.A. after
July 7, 2006, Infobae reports.

Mr. Grela will present the validated claims in court as
individual reports on Sept. 4, 2006.  The trustee will also
submit a general report on the case on Oct. 17, 2006.

Buenos Aires' Court No. 11 declared the company bankrupt at the
behest of Jose Luis Oviedo, whom the company owes US$53,843.74.

Clerk No. 21 assists the court on this case.

The debtor can be reached at:

         Deportiva Integral
         Reconquista 336
         Buenos Aires, Argentina

The trustee can be reached at:

         Carlos Daniel Grela
         Tucuman 1585
         Buenos Aires, Argentina


EXTREM SUD: Seeks Court Approval to Reorganize Business
-------------------------------------------------------
A Buenos Aires court is reviewing the merits of Extrem Sud
S.A.'s petition to reorganize.  Infobae recalls that the company
filed the petition following cessation of debt payments.  

Reorganization will allow the company to avoid bankruptcy by
negotiating a settlement with its creditors.  

The debtor can be reached at:

            Extrem Sud S.A.
            Godoy Cruz 1727
            Buenos Aires, Argentina


IN GRAPHIC: Individual Reports Due in Court on July 3
-----------------------------------------------------
Court-appointed trustee Hermman Adrian Quiroga stopped verifying
claims from In Graphic S.R.L.'s creditors on May 17, 2006.  
Infobae relates that verified claims will be used as basis in
creating individual reports, which is expected in court on
July 3, 2006.

Huaco importaciones started reorganization after a Cordoba court
approved its petition to reorganize.

The debtor can be reached at:

         In Graphic S.R.L.
         Videla del Pino 2746
         Costanera Norte
         Ciudad de Cordoba
         Cordoba, Argentina

The trustee can be reached at:

         Hermman Adrian Quiroga
         Coronel Olmedo 51 Ciudad de Cordoba
         Cordoba, Argentina


METALURGICA MASELLI: Trustee Stops Accepting Claims on July 5
-------------------------------------------------------------
Omar Lares, the trustee appointed by the Buenos Aires court for
the bankruptcy of Metalurgica Maselli S.R.L., will no longer
entertain claims that are submitted after July 5, 2006, Infobae
reports.  Creditors whose claims are not validated will be
disqualified from receiving any payment that the company will
make.

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 trustee can be reached at:

         Omar Lares
         Viamonte 749
         Buenos Aires, Argentina


SELECTO S.A.: Concludes Reorganization Proceeding
-------------------------------------------------
Buenos Aires-based company Selecto S.A. concluded its
reorganization, according to data released by Infobae on its Web
site.  The conclusion came after the city's Court No. 25, with
assistance from Clerk No. 49, homologated the debt plan signed
between the company and its creditors.

As reported in the Troubled Company Reporter on Feb. 28, 2006,
Court No. 25 declared the company bankrupt at the request of Ms.
Natalia Tintaya Flores, whom the company owes US$10,480.99.

The court appointed Marcelo Dborkin as trustee for the
proceeding.  

The debtor can be reached at:

         Selecto S.A.
         Avenida Pueyrredon 2015
         Buenos Aires, Argentina

The trustee can be reached at:

         Marcelo Dborkin
         Avenida Callao 295
         Buenos Aires, Argentina


SOL DE ACUARIO: Verification of Proofs of Claim Ends on July 13
---------------------------------------------------------------
Elisa Esther Tomattis, the court-appointed trustee for the
bankruptcy case of Sol de Acuario S.A., has started verifying
creditors' proofs of claim.  Verification phase will end on
July 13, 2006.

The verified claims will be submitted in court on Aug. 31, 2006.  
A general report, which contains an audit of the company's
accounting and banking records, will be presented in court on
Oct. 13, 2006.

La Nacion relates that Buenos Aires' Court No. 9 declared the
company bankrupt at the request of Cooperativa Agricultor Ruiz
de Montoya Limitada, which the company owes US$4,363.79.

Clerk No. 17 assists the court in this case.

The debtor can be reached at:

         Sol de Acuario S.A.
         Belgrano 355
         Buenos Aires, Argentina

The trustee can be reached at:

         Elisa Esther Tomattis
         Rodriguez Pena 110
         Buenos Aires, Argentina    


SUCESORES DE ANTONIO: Claims Verification Deadline Is on July 10
----------------------------------------------------------------
The verification of creditors' claims for the Sucesores de
Antonio Barberio S.A. insolvency case will end on July 10, 2006,
Infobae reports.  

Gonzalo Daniel Cueva, the court-appointed trustee who will
examine the claims, will submit the validation results as
individual reports on Sept. 5, 2006.  He will present a general
report in court on Oct. 17, 2006.

The company's creditors will vote on a settlement proposed by
the company on April 20, 2007.

As reported in the Troubled Company Reporter on May 8, 2006, the
company a reorganization petition in Buenos Aires' Court No. 1
after it stopped paying its debts on Nov. 3, 2001.

The debtor can be reached at:

          Sucesores de Antonio Barberio S.A.
          Mendoza 4834
          Buenos Aires, Argentina

The trustee can be reached at:

          Gonzalo Daniel Cueva
          Terrero 1752
          Buenos Aires, Argentina


SUDAMERICAN S.A.: Creditors Must Submit Claims by July 6
--------------------------------------------------------
Creditors of Sudamerican S.A., whose reorganization has
progressed into bankruptcy, are required to submit claims by
July 6, 2006, to Ernesto Horacio Garcia, the court-appointed
trustee.

Argentine news source Infobae relates that Buenos Aires' Court
No. 5, with the assistance from Clerk No. 10, ruled that the
company is bankrupt.

The court also ordered the trustee to prepare individual reports
after the verification process is completed, and have them ready
by Sept. 1, 2006.  A general report on the bankruptcy process is
expected on Oct. 30, 2006.

As reported in the Troubled Company Reporter on Feb. 11, 2005,
Court No. 5 declared the company bankrupt at the behest of
Random Argentina S.A., which the company owes US$172,500.  
Verification phase was set to end on April 11, 2005.  The
submission of individual reports in court was also scheduled on
May 23, 2005, followed by the general report on Aug. 25, 2005.

However, the submission of the reports was postponed after the
court converted the bankruptcy case into a reorganization
proceeding, as reported in the Troubled Company Reporter on
April 28, 2005.  Mr. Garcia was ordered by the court to verify
creditors' claims in the insolvency case until May 30, 2005.  
The submission of the individual reports was scheduled on June
28, 2005, followed by the general report on Aug. 24, 2005.  An
informative assembly was also set for Feb. 24, 2006.

Creditors of Sudamerican S.A. were not able to vote on the
company's settlement plan as the court ordered the company to
proceed with another bankruptcy proceeding.

The debtor can be reached at:

         Sudamerican S.A.
         La Pampa 2037
         Buenos Aires, Argentina

The trustee can be reached at:

         Ernesto Horacio Garcia
         Montevideo 536
         Buenos Aires, Argentina


TIMARU S.A.: Asks Court's Approval to Restructure Debts
-------------------------------------------------------
A court based in Buenos Aires is studying the request for
reorganization filed by local company Timaru S.A., says Infobae.

The report adds that that the company sought for reorganization
following cessation of debt payments, which Infobae did not
disclose.

Under a restructuring supervised by the Court, the Debtor will
be able to draft a settlement plan with its creditors.  

The debtor can be reached at:

          Timaru S.A.
          Avenida Honorio Puyrredon 364
          Buenos Aires, Argentina




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


WINN-DIXIE: Balks at Florida Tax Agency's Move to Collect Taxes
---------------------------------------------------------------
As reported in the Troubled Company Reporter on May 24, 2006,
the Florida Tax Collectors ask the U.S. Bankruptcy Court for the
Middle District of Florida to recognize the continued provision
of necessary services to Winn-Dixie Stores, Inc., and its
debtor-affiliates and their locations, and ensure that taxing
authorities will be refunded the full amount of the ad valorem
taxes owed the Florida Tax Collectors.

Furthermore, the Florida Tax Collectors ask the Court to:

    (a) provide that all tangible personal property and real
        estate taxes will be paid in full in accordance with
        standard commercial sales practices; or

    (b) in the alternative, order that:

        * all ad valorem tax liens will attach to the proceeds
          and that 2006 postpetition taxes will be paid before
          delinquency in accordance with Florida law; and

        * sufficient provision be made to separate and escrow
          into an account identified to their benefit for
          payment of the full amount of taxes plus monthly
          accrued interest and attorneys' fees as allowed by
          Florida statutes.

The Florida Tax Collectors assert that the Debtors' amended
request seeks to essentially liquidate, either through sale or
lease rejection procedures, the Debtors' remaining interests in
the listed stores, 28 of which are located within the state of
Florida.

                    Debtors' Objection

Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to deny the
Florida Tax Collectors' request because they are:

    (a) not entitled to adequate protection in connection with
        taxes owed by the landlords on property leased by the
        Debtors; and

    (b) adequately protected by an equity cushion in excess of
        98%, on property owned by the Debtors, regardless of the
        ultimate valuation of these properties.

The Debtors dispute that they owe the Florida Tax Collectors
taxes on properties they lease rather than own.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, asserts that the Debtors have paid to their
landlords, as required by their leases, all ad valorem taxes
accruing postpetition -- as administrative expenses of their
estates.

With regard to 2005 ad valorem taxes on real and personal real
property owned by the Debtors, the amount the Debtors actually
owe and have not paid is not more than US$8,600,000.

Moreover, any tax claims against property owned by the Debtors,
which are ultimately allowed by the Court, are secured under
Florida law by first liens against the taxed property.

It is undisputed that the Florida Tax Collectors' tax claim
against the Debtors is over-secured, Mr. Baker says.  The
Debtors' property is worth in excess of US$430,000,000, assuming
a tax effective rate of 2%.

Mr. Baker explains that the difference between the value of the
collateral securing the Florida Tax Collectors' secured tax
claim and the amount of the tax claim itself represents an
equity cushion in favor of the Florida Tax Collectors of more
than 98%.  Even taking into account the Debtors' assertion that
these properties have been overvalued for tax purposes, any
decrease in tax value will correspondingly decrease the tax
liability, so that there will always be an equity cushion of
98%, assuming an effective tax rate of 2%, Mr. Baker maintains.

                       Unpaid Taxes

As reported in the Troubled Company Reporter on Nov. 14, 2005,
at the Florida Tax Collectors' request, the Court further
extended the Bar Date to Nov. 23, 2005, solely as to the Florida
Tax Collectors' claims on account of the 2005 ad valorem taxes.

The Florida Tax Collectors asked the Court to allow their claims
to be filed without prejudice to any further amendments relative
to the amounts due.  The Florida Tax Collectors clarify that
their claims will be without prejudice and will not be
considered a waiver of any defenses whatsoever.

The Florida Tax Collectors have contacted the Debtors and have
been proactive in identifying and liquidating outstanding tax
obligations due pursuant to Florida law.  This process, if
allowed to continue, will greatly reduce the amount of
unnecessary "Omnibus Claims Objections" which burden the Court
and create excessive administrative professional fee expenses
for the Debtors.

The Florida Tax Collectors believe that the Debtors intend to
contest virtually all of the Debtors' tangible personal property
and real estate taxes in the state of Florida.

According to the Florida Tax Collectors, despite their repeated
requests to work together informally with the Debtors to allow
them to pay the appropriate taxes with the maximum discount, the
Debtors refused to do so.

In this regard, the Florida Tax collectors asked the Court:

   -- to compel the Debtors to consult with them to determine
      the actual tax accounts and amounts in which the Debtors
      are responsible for paying; and

   -- that the full amount of the taxes either be paid and
      contested pursuant to Florida law in the Florida judicial
      system or, alternatively, that the full amount of the
      Debtors' ad valorem property taxes plus a monthly deposit
      of interest, be paid into a separate segregated escrow
      account.

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. 38; Bankruptcy Creditors' Service, Inc., 215/945-
7000).




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B E R M U D A
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FOSTER WHEELER: Moody's Rates US$250M Sr. Debt Facility at Ba3
--------------------------------------------------------------
Moody's Investors Service upgraded Foster Wheeler LLC's  
corporate family rating to B1 from B3 and assigned a Ba3 rating
to FWC's US$250 million senior secured bank revolving credit
facility.  The rating outlook is changed to Positive.

The upgrade and positive outlook reflect the successful
completion of the company's debt reduction program and continued
improvement in demand within FWC's key end markets resulting in
increased bookings, backlog and free cash flow generation.

The five-year US$250 million credit facility for standby letters
of credit, with a final maturity date of 2010, includes a
currently undrawn US$75 million sub-limit for borrowings.  
Substantially all the assets and capital stock of Foster Wheeler
Ltd. and its direct subsidiaries secure the credit facility.  
Guarantees are provided by Foster Wheeler Ltd. and certain
domestic and foreign subsidiaries.

Financial covenants include a maximum leverage ratio, a fixed
charge ratio and a minimum liquidity level.  The company was in
compliance with its covenants at March 31, 2006, and expects to
remain in compliance throughout the year.

The key rating factors driving the upgrade and positive outlook
include:

   1) the completion FWC's debt reduction program, reducing debt
      by $380 million since 2004 to US$190 million;

   2) a significant improvement in global E&C market conditions
      and an improving global power outlook, which should
      continue to drive growth in FWC's bookings and backlog;

   3) Moody's expectation of continued improvement in free cash
      flow generation despite the drag from asbestos settlements
      funded from operations; and

   4) the removal of the going concern opinion and the
      correction of material weaknesses identified in 2005.

Moody's noted that the Ba3 rating for the bank facility
incorporates the benefits and limitations of the collateral, as
well as the modest level of potential borrowing.  The facility
represents virtually all of FWC's corporate debt, is expected to
remain undrawn, and is highly collateralized, resulting in a one
notch upgrade from the corporate family rating.

Moody's has withdrawn the B3 rating on the 10.359% senior
secured notes due in 2011 and the Caa3 rating on the FW
Preferred Capital Trust I - Preferred trust securities following
FWC's exchange and/or redemption of these issuances.  

Moody's previous rating action on FWC was the June 16, 2005,
upgrade of the corporate family rating to B3 from Caa2.

Headquartered in Hamilton, Bermuda, Foster Wheeler Ltd., is an
industrial engineering, construction, maintenance, and related
technical service company.  Consolidated operating revenues were
US$2.2 billion in 2005.


INTELSAT LTD: Department of Justice Clears Merger With PanAmSat
---------------------------------------------------------------
Intelsat, Ltd., has been informed that the United States
Department of Justice is closing its antitrust investigation of
the company's proposed merger with PanAmSat Holding Corporation.  
The Justice Department is not seeking any conditions on the
proposed merger and is not otherwise commenting on it.  The
transaction remains under review by the U.S. Federal
Communications Commission.

"We are gratified that the Justice Department's Antitrust
Division, after a comprehensive review, agreed with us that the
Intelsat-PanAmSat merger does not pose any threat to
competition," said Phillip Spector, Executive Vice President &
General Counsel of Intelsat.  "We demonstrated that the
combination of Intelsat and PanAmSat will create powerful
efficiencies, with complementary fleets assuring enhanced
protection and flexibility for our diverse sets of customers."

The Chief Executive Officer of Intelsat, David McGlade, said,
"With the Justice Department's decision not to challenge our
transaction, we are moving full speed ahead with our integration
planning and preparations. We will be finalizing our financing
over the next few weeks, and should be in a position to close
soon after receiving FCC approval.  The new Intelsat post-merger
will be one, fully-integrated, world-class provider of advanced
communications solutions, with an employee team focused on
customer service and technical excellence."

Intelsat and PanAmSat announced their merger agreement on
August 29, 2005.  Under the agreement, Intelsat will acquire
PanAmSat for US$25 per share in cash, or US$3.2 billion.  In
addition, approximately US$3.2 billion in debt of PanAmSat and
its subsidiaries will remain outstanding or be refinanced.  
Closing of the transaction is subject, among other things, to
the receipt of financing by Intelsat and to obtaining regulatory
approval from the FCC.  All other regulatory approvals required
prior to closing have been obtained.

                        *    *    *

As reported in the Troubled Company Reporter on April 28, 2006,
Fitch currently has Intelsat and its subsidiaries' debt on
Rating Watch Negative, and rated its debt as follows:

   Intelsat, Ltd.

     -- Issuer default rating: B-
     -- Senior unsecured notes: CCC/RR6

   Intelsat (Bermuda), Ltd.

     -- Senior unsecured discount notes: B-/RR4

   Intelsat Subsidiary Holding Company Ltd.

     -- Senior secured credit facilities: BB-/RR1
     -- Senior unsecured notes: B+/RR2


INTELSAT LTD: Inks Pact With CSI for AmpiageSM Distribution
-----------------------------------------------------------
Content Services, Inc., or CSI inked a distribution agreement
for AmpiageSM, Intelsat Ltd.'s satellite-based, open-
architecture, video transport platform.  

Under the agreement, CSI will be the first Ampiage distributor
to focus on delivering wholesale video, voice and data services
to retail providers in the multi-dwelling unit, hospitality,
municipality, university and master planned community markets.

Content Services, through its CSI Digital subsidiary, will
initially focus on distribution to multiple system operators
seeking to cost-effectively upgrade video content to MPEG-4 as
well as telecommunications operators and Internet Service
Providers looking to enter the IPTV or triple-play (voice, video
and data) market.  CSI Digital customers are expected to realize
significant cost savings by taking advantage of the flexible
packaged offerings and reduced capital expense associated with
the use of Ampiage.

"The agreement with Intelsat is key to our ability to deliver
price advantaged wholesale digital content to our customers,"
added David Luman, CEO of Content Services.  "MSOs and telcos
traditionally have had to spend millions of dollars simply to be
able to receive digital content.  Through our relationship with
Intelsat, CSI Digital customers can now upgrade existing MPEG-2
systems or enter the digital video market at a fraction of the
cost required previously, while creating unique local packages
customized for geographic and demographic concentrations."

"CSI Digital's customers will realize the benefit of quick
market entry with substantial cost savings by using our Ampiage
service," said Stephen Spengler, Senior Vice President, Sales
and Marketing, at Intelsat.  "Intelsat works closely with
distributors such as CSI, who are often able to provide
additional specialized services that complement Ampiage, to
offer high-quality and value-added services to their customers.  
We're encouraged by the enthusiasm with which Ampiage has been
received and are pleased to have signed CSI as a distributor
partner."

                    About Content Services

Content Services is a nationwide provider of content and
communications services.  The company's divisions provide
wholesale digital content (voice, video or data) to service
providers, fiber, copper and cable based construction services,
as well as the distribution of digital content material and
equipment.

                     About Intelsat Ltd.

Intelsat Ltd. is a global communications provider offering
flexible and secure services to customers in over 200 countries
and territories. Intelsat has maintained a leadership position
for over 40 years by distributing video, voice, and data for
television and content providers, government and military
entities, major corporations, telecommunications carriers, and
Internet service providers.


                        *    *    *

As reported in the Troubled Company Reporter on April 28, 2006,
Fitch currently has Intelsat and its subsidiaries' debt on
Rating Watch Negative, and rated its debt as follows:

   Intelsat, Ltd.

     -- Issuer default rating: B-
     -- Senior unsecured notes: CCC/RR6

   Intelsat (Bermuda), Ltd.

     -- Senior unsecured discount notes: B-/RR4

   Intelsat Subsidiary Holding Company Ltd.

     -- Senior secured credit facilities: BB-/RR1
     -- Senior unsecured notes: B+/RR2




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


* BOLIVIA: YPFB Inked Joint Venture with Petroleos de Venezuela
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
May 15, 2006, Bolivia's state oil firm Yacimientos Petroliferos
Fiscales Bolivianos aka YPFB agreed to sign a joint venture
accord with its Venezuelan counterpart, Petroleos de Venezuela
SA aka PDVSA.  

The joint venture will be called Petroandina Comercio y
Suministro.  As its first project, it will open 15 service
stations in eight cities for the sale of gasoline, diesel and
vehicular natural gas aka VNG.

Bolivia will have a 51% stake in Petroandina.  

PDVSA told Business News Americas that its president, Rafael
Ramirez, signed various accords -- that included the joint
venture -- with Jorge Alvarado, the head of Bolivia's state-run
oil firm YPFB, on Friday.

A spokesperson from the energy ministry of Bolivia informed
BNamericas that the country and Venezuela agreed to invest at
least US$1.5 billion in various projects in Bolivia.

The government of Venezuela proposed the creation of Petroandina
in a regional oil and gas scheme in Andean countries in July
2005, BNamericas recalls.

BNamericas states that other documents signed by Messrs. Ramirez
and Alvarado include:

     -- letters of intent for the installation of two natural
        gas liquids separation plants expected to be operational
        in two years,  

     -- a memorandum of understanding aka MOU for the creation
        of a nitrogen fertilizer manufacturing complex called
        Fertisur,

     -- a letter of intent to begin studies for upstream PDVSA
        activities in Bolivia,

     -- accord that allows Venezuela to administer training to
        200 Bolivian technicians for the development of
        technology used by PDVSA's R&D subsidiary Intevep,

     -- agreement that allows Venezuela to provide education to
        250 Bolivian students at the technical school of
        Venezuela's state petrochemicals firm Pequiven.

The agreements were signed under the Bolivarian Alternative for
the Americas aka ALBA, a scheme proposed by Venezuela's
President Hugo Chavez to counter the Free Trade Area of the
Americas, an agreement sponsored by the United States,
BNamericas relates.

                        *    *    *

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

                        *    *    *

Fitch Ratings assigned these ratings on Bolivia:

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




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


BANCO ITAU: Will Handle Purchase of BankBoston Units as One
-----------------------------------------------------------
Banco Itau Holding Financeira will treat the acquisition of
BankBoston Chilean and Uruguayan units as a single purchase, an
Itau spokesperson informed Business News Americas.

Banco Itau and Bank of America aka BofA reached an agreement
earlier in May regarding the purchase of BankBoston Brazil.  
Itau was also given exclusive rights to buy BankBoston
operations in Chile and Uruguay.  

According to the Chilean press, Itau said it will purchase the
BankBoston Chile -- a unit that focuses on the corporate and
higher-income segments and commands 2.5% loan market share --
and expand its operations into fund management.  Itau plans to
change the brand.

BNamericas relates that BankBoston Uruguay, on the other hand,
ranks third in its market with UYU20.5 billion assets and
UYU17.6 billion loans at end the end of April.

Itau is given until Aug. 1, 2006, to complete the purchases,
BNamericas reports.

                      About BankBoston

BankBoston is one of the 10 largest banks in Argentina in terms
of assets, deposits and loans and it ranks among the top five
private banks.  It operates through 89 branches and has assets
of US$2.5 billion.

                     About Banco Itau

Banco Itau currently has 51 thousand employees serving more than
16 million clients, through its network of 2,391 branches and 22
thousand ATMs.

                        *    *    *

As reported in the Troubled Company Reporter on March 9, 2006,
Standard & Poor's Ratings Services assigned a 'BB' currency
credit rating on Banco Itau S.A.


BANCO NACIONAL: Will Loan BRL75.5 Mil. to GOL Linhas Aereas
-----------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social S.A. aka
BNDES will loan BRL75.7 million to GOL Linhas Aereas
Inteligentes -- Brazil's low-cost, low-fare airline.

GOl said that its Board of Directors authorized its operating
company GOL Transportes Aereos S.A. to enter into the loan with
BNDES.  

The tenor of the BNDES loan is six years with an interest rate
of 2.65% over the long-term borrowing rate aka TJLP, currently
set at 8.15% in Reals.
    
The direct credit line approved by the BNDES will be used to
finance a significant part of the Company's multi-year
investment plan for the three-year period ending in fiscal 2006,
with a focus on the construction of facilities at the GOL
Aircraft Maintenance Center at the Confins International Airport
in Minas Gerais, the acquisition of nationally manufactured
equipment, the acquisition and customization of nationally
manufactured software, and the technical training of employees.  
The BNDES financing aims to support the company's long-term
growth in the civil aviation market, improvement in productivity
and efficiency ratios, and help create jobs for highly skilled
personnel.

                        *    *    *

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


BRASIL TELECOM: Appoints Caio Tulio Costa as Internet Units' CEO
----------------------------------------------------------------
Brasil Telecom Participacoes said at a press conference that it
has started the revamp of the management of its Internet units.

According to Business News Americas, Brasil Telecom has chosen
Caio Tulio Costa as Chief Executive Officer for its Internet
units:

    -- iG,
    -- BrTurbo, and
    -- iBest.

BNamericas relates that US consultancy Boston Consulting Group
will help Brasil Telecom reposition the three brands.

Ury Rabinovitz, the director of business development and
Internet in Brasil Telecom, told BNamericas that IG will be
strengthen with a re-branding and marketing campaign beginning
June.

The brands altogether have 3.5 million users of narrowband and
800,000 users of broadband, BNamericas states.

                        *    *    *

Brasil Telecom SA is controlled by Brasil Telecom Participacoes
SA which is the publicly-listed holding company for 10 fixed-
line operating companies located in the western, central, and
southern regions of Brazil and in the Federal District region.

Brasil Telecom Participacoes' local currency long-term debt
carries Fitch's BB+ rating.


COMPANHIA VALE: Sells Stake in Gulf Industrial for US$418 Mil.
--------------------------------------------------------------
Companhia Vale do Rio Doce aka CVRD sold its 50% stake in Gulf
Industrial Investment Company aka GIIC, a pellet producer based
in Bahrain, for US$418 million.  

Out of the amount, US$41 million corresponds to retained
earnings.

Having different views about GIIC business management, CVRD and
its partner in the joint venture, Gulf Investment Corporation,
decided to enter into a mandatory buy-sell agreement to solve
the divergences in accordance with the current shareholders'
agreement.

One of the key points of the company's strategy for the ferrous
minerals business is to pursue the consolidation of its global
leadership in the pellet sea borne market to maximize the
benefits arising from the significant long term growth potential
of the pellet demand.

CVRD is developing the Itabiritos project, in the state of Minas
Gerais, Brazil, which involves the construction of a pellet
plant with a production capacity of seven million tons a year.

Simultaneously, the Tubarao VIII project will be submitted to
the approval of CVRD's Board of Directors.  Tubarao VIII
involves the construction of a pelletizing plant at the CVRD
port of Tubarao, Vitoria, state of Espirito Santo, Brazil, with
a capacity to produce seven million tons per year.

Samarco, a joint venture where CVRD owns 50%, is investing in a
project to build its third pellet plant, with 7.6 million tons
per year production capacity.

GIIC produced four million tons of pellets last year, 7.1% of
the total pellet production of CVRD and its joint ventures, 56.4
million tons.  

The sale of the company's stake will not thwart its strategy to
expand its presence in the attractive global pellet market.  The
conclusion of the projects is expected to increase total
production capacity of CVRD and its joint ventures to 74.0
million tons by 2008.

The sale of the stake in GIIC will not have any effect on the
supply of pellets to CVRD clients in the Middle East, as the
company has capacity to continue to supply them from its
operating units in Brazil.

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

                        *    *    *

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

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

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


EMBRATEL PARTCIPACOES: Provides Internet via Satellite in Para
--------------------------------------------------------------
The upstate area of Para can now access the broadband Internet
via satellite through the Amazon Sat service using Embratel
Participacoes' concessionaire, Star One.  Amazon Corp. provider
is trading the product in that area.

With this new service, which provides the transmission of video,
audio, software downloading and web contents, every company,
farm and institution in the upstate area of Para, including city
halls, local councils and schools will be able to join the
globalized world with enhanced speed and quality.

Although the information flow is mainly in the urban area of the
state - including Belem, Ananindeua, Marituba e Benevides, the
upstate municipalities lacked good and quick access to the world
network.

This novelty - a simple solution that often drops the calling
costs and other operational costs as well - includes customized
services for companies, homes and industries on a 24/7 basis.

This technology needs no telephone lines, modems, cable-modems
or additional providers, and offers superior application
performance with navigators, electronic mails, chats, etc.

Embratel offers a range of complete telecommunications solutions
to the market all over Brazil, including local, long distance
domestic and international telephone services, data, video and
internet transmission, and is present all over the country with
its satellite solutions.  Embratel is the market leader in
revenues with Long Distance, Domestic and International calls.

Embratel Participacoes is rated by Moody's:

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


GERDAU SA: Authorizes Acquisition of Shares
-------------------------------------------
The Board of Directors of Metalurgica Gerdau and Gerdau S.A.
decided to authorize the acquisition of shares issued by both
companies under Instructions 10/80 and 268/97 of the Brazilian
Securities Commission -- Camissao de Valores Mobiliarios, on a
meeting held on May 26, 2006.

Theacquisitions will be carried out using cash funds of existing
profit reserves and according to the following conditions and
limits:   

   Metalurgica Gerdau S.A.

      -- Up to 1,500,000 preferred shares, representing
         approximately 1.25% of outstanding preferred stock,
         which totaled 119,565,090 preferred shares on
         Apr. 30, 2006, to remain in treasury and later
         cancellation.

   Gerdau S.A.

      -- Up to 3,000,000 preferred shares, representing
         approximately 1.02% of outstanding preferred stock,
         which totaled 294,023,554 preferred shares on
         Apr. 30, 2006, to remain in treasury and for the
         Company's Long Term Incentive Program or later
         cancellation.

These authorizations will remain in force for a maximum of 60
days from this date, and ending on July 24, 2006.  The Officers
of each company will determine the quantities of shares and
transaction opportunities.

The operations will be carried out at stock exchanges, at market
prices, through the following brokers:

      Bradesco S.A. Corretora de Titulos e Valores Mobiliarios
      Avenida Ipiranga, 282
      Sao Paulo, Brazil

      Itau Corretora de Valores S.A.
      Avenida Dr. Hugo Beolchi, 900
      Sao Paulo, Brazil

      Merrill Lynch S.A. Corretora de Titulos e Valores
      Mobiliarios
      Avenida Brigadeiro Faria Lima, 3400
      Sao Paulo, Brazil

      Unibanco Investshop Corretora de Valores Mobiliarios S.A.
      Avenida Eusebio Matoso, 891
      Sao Paulo, Brazil

      UBS Corretora de Cambio e Valores Mobiliarios S.A.
      Praia do Botafogo, 228
      Rio de Janeiro, Brazil

Headquartered in Porto Alegre, Brazil, Gerdau S.A. --
http://www.gerdau.com.br-- produces and distributes crude steel
and related long rolled products, drawn products, and long
specialty products.  In addition to Brazil, Gerdau operates in
Argentina, Canada, Chile, Colombia, Uruguay and the United
States.

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


GOL LINHAS: Secures BRL75.7 Mil. Financing from Banco Nacional
--------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social S.A. aka
BNDES will loan BRL75.7 million to GOL Linhas Aereas
Inteligentes -- Brazil's low-cost, low-fare airline.

GOl said that its Board of Directors authorized its operating
company GOL Transportes Aereos S.A. to enter into the loan with
BNDES.  

The tenor of the BNDES loan is six years with an interest rate
of 2.65% over the long-term borrowing rate aka TJLP, currently
set at 8.15% in Reals.
    
The direct credit line approved by the BNDES will be used to
finance a significant part of the Company's multi-year
investment plan for the three-year period ending in fiscal 2006,
with a focus on the construction of facilities at the GOL
Aircraft Maintenance Center at the Confins International Airport
in Minas Gerais, the acquisition of nationally manufactured
equipment, the acquisition and customization of nationally
manufactured software, and the technical training of employees.  
The BNDES financing aims to support the company's long-term
growth in the civil aviation market, improvement in productivity
and efficiency ratios, and help create jobs for highly skilled
personnel.

                        *    *    *

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


                     About Gol Linhas

Headquartered in Sao Paulo, Brazil, Gol Linhas Areas
Inteligentes S.A. -- http://www.voegol.com.br-- through its
subsidiary, Gol Transportes Aereos S.A., provides airline
services in Brazil, Argentina, Bolivia, Uruguay, and Paraguay.
The company's services include passenger, cargo, and charter
services.  As of March 20, 2006, Gol Linhas provided 440 daily
flights to 49 destinations and operated a fleet of 45 Boeing 737
aircraft.  The company was founded in 2001.

                       *    *    *

On March 21, 2006, Moody's Rating Services assigned a Ba2 rating
on Gol's Long-Term Corporate Family Rating.


TRANSAX INTERNATIONAL: Auditor Raises Going Concern Doubt
---------------------------------------------------------
Moore Stephens, P.C., in New York, raised substantial doubt
about Transax International Limited's ability to continue as a
going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the Company's losses, and working capital and
stockholders' deficiencies.

The Company reported a US$637,919 net loss on US$3,380,150 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed
US$1,669,742 in total assets and US$3,185,120 in total
liabilities, resulting in a US$1,515,378 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained
liquidity with US$494,244 in total current assets available to
pay US$2,563,200 in total current liabilities coming due within
the next 12 months.

A full-text copy of the Company's 2005 Annual Report is
available for free http://ResearchArchives.com/t/s?a11

Based in Miami, Florida, Transax International Limited (OTCBB:
TNSX) -- http://www.transax.com/-- provides hospitals,  
physicians and health insurance companies with innovative health
information management systems to manage coding, compliance,
abstracting and record management's processes.  The Company's
subsidiaries are: TDS Telecommunication Data Systems LTDA
provides those services in Brazil; Transax Australia Pty Ltd.
provides those services in Australia; and Medlink Technologies,
Inc., initiates research and development.


TRANSAX INT'L: March 31 Balance Sheet Upside Down by US$2.2 Mil.
----------------------------------------------------------------
Transax International Limited delivered its first quarter
financial statements for the three months ended March 31, 2006,
to the Securities and Exchange Commission on May 19, 2006.

The Company reported a US$629,927 net loss on US$981,058 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed
US$1,836,246 in total assets and US$4,041,575 in total
liabilities, resulting in a US$2,205,329 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with US$691,719 in total current assets available to
pay US$3,310,361 in total current liabilities coming due within
the next 12 months.

Full-text copies of the Company's first quarter financial
statements for the three months ended March 31, 2006, are
available for free at http://ResearchArchives.com/t/s?a10

                    Going Concern Doubt

Moore Stephens, P.C., in New York, raised substantial doubt
about Transax International Limited's ability to continue as a
going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the Company's losses, and working capital and
stockholders' deficiencies.

Based in Miami, Florida, Transax International Limited (OTCBB:
TNSX) -- http://www.transax.com/-- provides hospitals,  
physicians and health insurance companies with innovative health
information management systems to manage coding, compliance,
abstracting and record management's processes.  The Company's
subsidiaries are: TDS Telecommunication Data Systems LTDA
provides those services in Brazil; Transax Australia Pty Ltd.
provides those services in Australia; and Medlink Technologies,
Inc., initiates research and development.


VARIG: Brazilian Court Publishes Tender for June 5 Sale
-------------------------------------------------------
A Brazilian court officially published the tender for the
auction of operating assets in embattled airline Viacao Aerea
Riograndense or Varig on Tuesday.

The tender confirmed that the sale will take place in Rio de
Janeiro on June 5.

Potential purchasers will not have to pre-qualify for the sale,
but the interested parties must have headquarters in Brazil.

Rio de Janeiro Judge Luiz Roberto Ayoub decided to bring forward
the sale of Varig from early July after suppliers threatened to
stop delivering to Varig because of non-payment and leasing
companies abroad were pressuring a New York court to allow them
to repossess their planes currently in Varig's service.

The early auction was announced Monday, just two days before
Judge Robert Drain of the U.S. Bankruptcy Court in Manhattan
rules on whether leasing companies can seize their planes from
Varig.

Varig has been in financial trouble for several years and the
auction proceeds will be used to pay down mounting debts that
total about 8 billion Brazilian reals (US$3.5 billion).  The
company sought bankruptcy protection in July 2005.

Last week, Brazil's airport authority Infraero threatened to sue
the company for not passing on airport taxes, while Varig had a
Boeing 777 seized by a leasing company at JFK International
Airport in New York because of nonpayment.  The airline also has
had problems paying for fuel.

Under the terms of the auction, Varig's domestic and
international operating assets will be put up for sale for a
minimum price of US$860 million.  The commercial wing of the
company won't be sold and will be left with the company's debts.  
Alternatively, the company's domestic assets could be sold alone
for a minimum price of US$700 million.

However, if there is no bid within 10% of either of the minimum
prices, a second round of bidding will be started with a reduced
minimum price of US$125 million.

Earlier this month, Varig administrators said there were 17
interested bidders for the auction.

Ayoub also said that if Varig manages to obtain credit then the
auction could be pushed back to give bidders more time.

The eventual buyer will have three days to deposit US$75 million
with the airline.  Meanwhile, the Rio de Janeiro court and the
National Civil Aviation Authority, or Anac, will analyze the
deal.

If the purchase process takes more than 30 days, the buyer must
deposit another US$50 million to help with operating expenses.

Anac indicated that the new owner of Varig would not
automatically take over the slots that Varig recently stopped
operating on because of a cash crunch.

                       About VARIG

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

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

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




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


AQUITANIA FUND: Sets June 15 as Last Meeting of Shareholders
------------------------------------------------------------
Shareholders of Aquitania Fund Ltd. will gather on June 15,
2006, for a final meeting at:

           Ansbacher House
           2nd Floor, #20 Genesis Close
           P.O. Box 31910 SMB, 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,
Aquitania Fund started liquidating assets on Apr. 11, 2006.  
Verification of creditors' claims against GPF Almatis Holdings
will end tomorrow, June 1, 2006.  

The company's liquidator can be reached at:

            Corporate Services Ltd.
            Attention: Angela Nightingale
            Ansbacher House
            P.O. Box 31910 SMB
            Grand Cayman, Cayman Islands
            Tel: (345) 946-7665
            Fax: (345) 946-7666


AQUITANIA MASTER: Final Shareholders Meeting Set for June 15
------------------------------------------------------------
The shareholders of Aquitania Master Fund Ltd. will meet for a
final meeting on June 15, 2006, at:

           Ansbacher House
           2nd Floor, #20 Genesis Close
           P.O. Box 31910 SMB, 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 21, 2006,
the company started liquidating assets on April 11, 2006.  
Creditors are required to submit proofs of claim to the
company's liquidator until tomorrow, June 1, 1006.

The liquidator can be reached at:

           Corporate Services Ltd.
           Attention: Angela Nightingale
           Ansbacher House
           P.O. Box 1984, George Town
           Grand Cayman, Cayman Islands
           Tel: (345) 946-7665
           Fax: (345) 946-7666


BULL INVESTMENT: Sets Final Shareholders Meeting on June 3
----------------------------------------------------------
Shareholders of Bull Investment Holdings Limited will gather for
a final meeting on June 3, 2006, at 10:00 a.m. at the offices
of:

            HSBC Financial Services (Cayman) Limited
            P.O. Box 1109, 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 29, 2006,
Bull Investment started liquidating assets on April 13, 2006.  
Creditors of the company were required to submit particulars of
their debts or claims on or before June 3, 2006, to Cereita
Lawrence and Scott Aitken, the company's appointed liquidators.

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


CITY CLUBS: Creditors Must File Proofs of Claim by June 16
----------------------------------------------------------
Creditors of City Clubs International 1, LLC, which is being
voluntarily wound up, are required to present proofs of claim by
June 16, 2006, to Linburgh Martin and Jeff Arkley, 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.

City Clubs began liquidating assets on April 4, 2006.

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


FIVE MILE: Schedules Last Shareholders Meeting on June 15
---------------------------------------------------------
Shareholders of Five Mile Capital Housatonic Fund Ltd. will
gather on June 15, 2006, for a final general meeting at the
offices of:

           Ansbacher House,
           2nd Floor, #20 Genesis Close
           P.O. Box 31910 SMB, 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,
the company started liquidating assets on April 11, 2006.  
Verification of creditors' claims against Five Mile Capital will
end tomorrow, June 1, 2006.  

The company's liquidator can be reached at:

            Corporate Services Ltd.
            Attention: Angela Nightingale
            Ansbacher House
            P.O. Box 31910 SMB
            Grand Cayman, Cayman Islands
            Tel: (345) 946-7665
            Fax: (345) 946-7666


FIVE MILE (OFFSHORE): Final Shareholders Meeting Set for June 15
----------------------------------------------------------------
Five Mile Capital Housatonic Fund Offshore Ltd. will hold a
final meeting of the shareholders on June 15, 2006, at:

            Ansbacher House
            2nd Floor, #20 Genesis Close
            P.O. Box 31910 SMB, 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,
the company started liquidating assets on April 5, 2006.  
Creditors of the company were required to submit particulars of
their debts or claims until tomorrow, June 1, 2006, to the
company's appointed liquidator.

The liquidator can be reached at:

            Corporate Services Ltd.
            Attention: Angela Nightingale
            Ansbacher House
            P.O. Box 31910 SMB
            Grand Cayman, Cayman Islands
            Tel: (345) 946-7665
            Fax: (345) 946-7666


HENRY JOHNSON: Proofs of Claim Filing Ends by June 19
-----------------------------------------------------
Creditors of Henry Johnson Marine Limited are required to submit
particulars of their debts or claims by June 19, 2006, to George
E. Norcross, III, the company's appointed liquidator.  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.

Creditors must send their full names, addresses, descriptions,
the full particulars of their debts or claims and the names and
addresses of their solicitors, if any, to the liquidator.

The liquidator can be reached at:

          George E. Norcross, III
          c/o Campbells
          4th Floor, Scotiabank Building
          P.O. Box 884, George Town
          Grand Cayman, Cayman Islands
          Ref: SG/11303


MULTI-STRATEGY: Filing of Proofs of Claim Ends by June 20
---------------------------------------------------------
Creditors of Multi-Strategy PPF Ltd. are required to prove their
claims to Q&H Nominees Ltd., the company's liquidator, by
June 20, 2006, or be excluded from receiving any distribution or
payment that the company will make.

Creditors are required to send by June 20 their full names,  
addresses, descriptions and 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 Dec. 16, 2005.

The liquidator can be reached at:

        Q&H Nominees Ltd.
        Attention: Greg Link
        P.O. Box 1348, George Town
        Grand Cayman, Cayman Islands
        Tel: (345) 949-4123
        Fax: (345) 949-4647


THEOREMA E&M: Sets June 16 Deadline for Proofs of Claim Filing
--------------------------------------------------------------
Creditors of Theorema E&M Fund, Ltd., which is being voluntarily
wound up, are required by June 16, 2006, to present proofs of
claim to Giovanni Govi and Emanuele Antonaci, the company's
liquidators.

The company started liquidating assets on April 24, 2006.

The liquidators can be reached at:
             
        Giovanni Govi
        Emanuele Antonaci
        Attention: Rob Gardner
        P.O. Box 265, George Town
        Grand Cayman, Cayman Islands
        Tel: (345) 914-6332
        Fax: (345) 814-8332


YL CAPITAL: Creditors Have Until June 19 to File Proofs of Claim
----------------------------------------------------------------
YL Capital Corporation's creditors are required to submit
particulars of their debts or claims by June 19, 2006, to the
company's appointed liquidators, Janet Crawshaw and Jamal Young.  
Failure to do so will exclude them from receiving the benefit of
any distribution that the company will make.

YL Capital started liquidating assets on April 24, 2006.

The liquidators can be reached at:

            Janet Crawshaw
            Jamal Young
            Attention: Marguerite Britton
            P.O. Box 1109, George Town
            Grand Cayman, Cayman Islands
            Tel: (345) 949-7755
            Fax: (345) 949-7634




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


* COLOMBIA: Presents Vision 2019 Project for Mining Development
---------------------------------------------------------------
The government of Colombia presented a project called Vision
2019, which is set at the development of the mining sector using
three strategies, Beatriz Duque -- the mining director of
Minminas, the country's mines and energy ministry -- informed
Business News Americas.

Ms. Duque presented to BNamericas these strategies:

   -- the first strategy: promote Colombia as a mining country
      and encourage aggressive investments.  The 2019 Vision
      proposes covering 75% of land with basic geological
      exploration at a scale of 1:100,000.

   -- the second strategy: improve competition and productivity
      policies, focusing more on the social sector of mining.     
      According to Ms. Duque, the countries in the Latin
      American region have improve technological conditions and
      improve environmental upkeep.

   -- the third strategy: implementation of an administrative
      policy through government management of mineral resources
      in a bid to improve the efficiency of mining authorities.

BNamericas relates that Ms. Duque also said the government
selected Ingeominas, the geology and mines institute, as a
regulating authority in the Colombian mining sector.

The government strengthened six departmental authorities for
them to give the mining minister a faster response regarding
contracting and fiscal responsibility, Ms. Duque was quoted by
BNamericas as saying.  These departments include:

    -- Antioquia,
    -- Bolivar,
    -- Boyaca,
    -- Caldas,
    -- Cesar, and
    -- Norte de Santander.

According to BNamericas, these departments have offices similar
to that of Ingeominas.  They manage up to 40% of Colombia's
mining titles while the remaining 60% is handled by Ingeominas.

Ms. Duque also informed BNamericas of the country's Internet-
based mining registry.  She said, "We have been developing a
more solid and complex system with information about Ingeominas
and the departmental authorities and we're expecting it to be
ready by December 2006."

                        *    *    *

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: Will Launch Free Trade Negotiations with Taiwan
-------------------------------------------------------------
Costa Rica will begin negotiations on a free trade agreement
with Taiwan in the second half of 2006, officials from Taiwan's
Ministry of Economic Affairs aka MOEA told Asia Pulse
Businesswire.

Asia Pulse states that Taiwan has been actively seeking for FTAs
with its diplomatic allies after the United States-Central
America Free Trade Agreement aka CAFTA was implemented this
year.

The country is aiming to help Taiwanese manufacturers tap
markets in North, Central and South America by making the most
of the FTA mechanism, the officials told Asia Pulse.

Taiwan has entered into FTAs with Panama and Guatemala.  The FTA
with Panama was implemented on Jan. 1, 2004.  The Guatemala FTA,
on the other hand, is pending approval by the two nations'
legislatures but is expected to take effect on Jan. 1, 2007,
Asia Pulse recalls.

                        *    *    *

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


FALCONBRIDGE: Chief Officer Favors Inco Bid Over Xstrata's
----------------------------------------------------------
"It's my duty to get the best offer, the best price, the best
deal I possibly can for all of the shareholders," Falconbridge
Ltd.'s chief executive officer Derek Pannell said in an
interview with Tara Perkins at Toronto Star. "Right now it looks
to me - at least until the board has added the figures - it
looks like it's probably Inco."

Falconbridge is at the centre of the most expensive mining
takeover battle, Ms. Perkins says.  

Xstrata PLC has offered to purchase the company for CDN$20
billion in cash while Inco's offer is in cash and Inco common
shares.  Inco's offer will become higher if its stock will have
a higher value.  

As of May 23, Xstrata's offer appears highers.  Inco's shares
were priced at US$1.50, making the company's bid lower than that
of Xstrata, Ms. Perkins says.

Mr. Pannell told Ms. Perkins that Falconbridge's board will
consider the two bids this week.  A recommendation will be made
to shareholders on June 2.

Inco first made its offer in October 2005, but regulatory
hurdles held up the sale.

Some industry players protested at the proposed Falconbridge-
Inco combination, fearing the merged company would have too much
control of the nickel alloy market.  Among the protestors are
Xstrata, Glencore International AG and Eramet.

                       About Xstrata

Xstrata plc -- http://www.xstrata.com/-- is a major global   
diversified mining group, listed on the London and Swiss stock
exchanges.  The Group is and has approximately 24,000 employees
worldwide, including contractors.

Xstrata maintains a meaningful position in six major
international commodity markets: copper, coking coal, thermal
coal, ferrochrome, vanadium and zinc, with additional exposures
to gold, lead and silver. The Group's operations and projects
span four continents and nine countries: Australia, South
Africa, Spain, Germany, Argentina, Peru, Colombia, the U.K. and
Canada.                       

                        About Inco

Inco Limited -- http://www.inco.com/-- is the world's #2  
producer of nickel, which is used primarily for manufacturing
stainless steel and batteries.  Inco also mines and processes
copper, gold, cobalt, and platinum group metals.  It makes
nickel battery materials and nickel foams, flakes, and powders
for use in catalysts, electronics, and paints.  Sulphuric acid
and liquid sulphur dioxide are produced as byproducts.  The
company's primary mining and processing operations are in
Canada, Indonesia, and the UK.

                    About Falconbridge

Headquartered in Toronto, Ontario, Falconbridge Limited
(TSX:FAL.LV)(NYSE: FAL) -- http://www.falconbridge.com/-- is a   
leading copper and nickel company with investments in fully
integrated zinc and aluminum assets.  Its primary focus is the
identification and development of world-class copper and nickel
orebodies.  It employs 14,500 people at its operations and
offices in 18 countries.  The Company owns nickel mines in
Canada and the Dominican Republic and operates a refinery and
sulfuric acid plant in Norway.  It is also a major producer of
copper (38% of sales) through its Kidd mine in Canada and its
stake in Chile's Collahuasi mine and Lomas Bayas mine.  Its
other products include cobalt, platinum group metals, and zinc.

                        *    *    *

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


* DOMINICAN REPUBLIC: Cement Producers Seek Price Increase
----------------------------------------------------------
Producers of cement in the Dominican Republic were seeking for
an increase in the local market price before the Industry and
Commerce authorities in a meeting scheduled on May 29, Dominican
Today reports.

According to Dominican Today, the producers intend to set the
price of cement sack between DOP140 to DOP150, from the recent
DOP70 each, to recover accumulated loss.  

Dominican Today recalls that a manufacturer had initiated a
price war, taking down prices below production costs.  This
strategy, however, suddenly stopped and now prices have risen
over 75%.

Dominican Today relates that the producers had presented to the
government earlier a report demonstrating that the local price
of cement was 50% less than the average price of the region.  
The producers alleged that it is unsustainable for producing
companies, and that it affects income through the Processed
Goods and Services ITBIS tax.

The price adjustment was implemented last week and had risen
complaints from the general public, Dominican Today reports.

                        *    *    *

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: Posts 12.3% Boost in Tourism Sector
---------------------------------------------------------
The Dominican Republic's tourism sector incurred a 12.3% boost
in tourist visit in the first quarter 2006, Dominican Today
reports.

According to a report by the Central Bank, about 1,310,015
foreign non-resident visitors came through the country's
airports from January to April this year, compared to the
1,166,055 recorded in the same period last year.

Dominican Today relates that tourists arrived in these airports
-- arranged from the greatest number of arrivals:

  -- Punta Cana terminal (50.5%),
  -- Gregorio Luperon,
  -- Puerto Plata,
  -- Las Americas,  
  -- La Romana,  
  -- Cibao,
  -- Santiago, and
  -- La Isabela.   

The number of tourists has been growing constantly every month
of the quarter, Dominican Today reports.

                        *    *    *

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: Will Launch Free Trade Talks with Taiwan
--------------------------------------------------------------
The Dominican Republic will start negotiating with Taiwan in the
second half of 2006 for a free trade agreement, officials from
Taiwan's Ministry of Economic Affairs aka MOEA informed Asia
Pulse Businesswire.

Asia Pulse states that Taiwan has been actively seeking for FTAs
with its diplomatic allies after the United States-Central
America Free Trade Agreement aka CAFTA was implemented this
year.

The country is aiming to help Taiwanese manufacturers tap
markets in North, Central and South America by making the most
of the FTA mechanism, the officials told Asia Pulse.

Taiwan has entered into FTAs with Panama and Guatemala.  The FTA
with Panama was implemented on Jan. 1, 2004.  The Guatemala FTA,
on the other hand, is pending approval by the two nations'
legislatures but is expected to take effect on Jan. 1, 2007,
Asia Pulse recalls.

                        *    *    *

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: Refuses to Join Venezuela's Energy Alliance Versus US
----------------------------------------------------------------
The government of Ecuador has declined an invitation by
Venezuela's President Hugo Chavez to join in an energy alliance
that will challenge the economic influence of Washington in the
Latin American region, Enrique Proano, the communications
secretary of Ecuador, told the Associated Press.

The initiative is called Petroamerica, in which Venezuela sells
fuel to other nations on preferential terms to compete with the
US' Free Trade Area of the Americas, AP relates.

Mr. Proano informed Channel 8 that Ecuador was interested in the
accords President Chavez is scheduled to sign that will:

   -- provide technical advice to Ecuador's state-owned oil firm
      Petroleos del Ecuador aka Petroecuador, and

   -- refine Ecuadorean crude oil in Venezuela at a discount.

Cooperation with Venezuela would not signify in any way an
alliance with President Chavez nor a distancing from the United
States, Mr. Proano was quoted by AP as saying.

The US had halted free trade negotiations with Ecuador after the
US firm Occidental Petroleum Corp.'s contract in the Andean
nation was revoked, AP recalls.

                        *    *    *

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: State Telecommunications Firm Will Expand Network
------------------------------------------------------------
Andinatel, the state-run telecommunications company of Ecuador,
will increase the capacity of its fiber optic network linking
Quito and Guayaquil, according to local newspaper El Comercio.

Business News Americas relates that the network was implemented
with equipment the Germany's Siemens had provided.  It offers
data, Internet and voice traffic up to 2.5 gigabit per second
(Gbps).  The speed, however, is not high sufficient to cover the
current needs of customers.

Although the current equipment is suitable for expansion and
interconnection with next generation Dense Wave Multiplex aka
DWM equipment, it cannot be upgraded to DWM, Siemens told
BNamericas.

Andinatel is yet studying its contract with the German firm
since both entities have not arrived at an agreement regarding
the expansion, BNamericas 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 INT'L: In Due Diligence With Potential Share Buyer
-----------------------------------------------------------
Millicom International Cellular S.A., a global
telecommunications company, is in advanced discussions and due
diligence with a potential purchaser of the entire share capital
of the company.

The company refuses to name the potential buyer.  No agreement
has been reached at this time and there is no certainty as to
whether these discussions will lead to any agreement.  Further
announcements will be made as appropriate.

Speculations on the purchaser have been strong since the company
announced in January that it was launching a strategic review
after receiving unsolicited offers, Reuters reports.

As reported in the Troubled Company reporter on May 30, 2006,
China Mobile won the company's auction of its Latin American
operations, though the deal is yet to be approved by
authorities.

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: Will Hold Talks on Free Trade with Taiwan
--------------------------------------------------------
El Salvador will hold free trade agreement aka FTA negotiations
with Taiwan on May 29-31 in Central America, officials from
Taiwan's Ministry of Economic Affairs aka MOEA informed Asia
Pulse Businesswire.

According to Asia Pulse, the officials said that Chen Ruey-long,
Taiwan's vice minister of economic affairs, will be traveling to
El Salvador on Saturday for the FTA talks.

Asia Pulse states that Taiwan has been actively seeking for FTAs
with its diplomatic allies after the United States-Central
America Free Trade Agreement aka CAFTA was implemented this
year.

The country is aiming to help Taiwanese manufacturers tap
markets in North, Central and South America by making the most
of the FTA mechanism, the officials told Asia Pulse.

Taiwan has entered into FTAs with Panama and Guatemala.  The FTA
with Panama was implemented on Jan. 1, 2004.  The Guatemala FTA,
on the other hand, is pending approval by the two nations'
legislatures but is expected to take effect on Jan. 1, 2007,
Asia Pulse recalls.

                        *    *    *

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


BANCO INDUSTRIAL: Posts GTQ86.5 Mil. First Quarter 2006 Earnings
----------------------------------------------------------------
Banco Industrial S.A., a bank based in Guatemala, reported
GTQ86.5 million earnings in the first quarter 2006, Business
News Americas reports.

The amount was 14.2% higher than the GTQ75.8 million reported in
the same quarter last year, according to figures from the
financial system regulator Superintendencia de Bancos aka SIB.

BNamericas relates that net interest income rose 6.6% to GTQ138
million.  Net fee revenues amounted to GTQ15.6 million -- a 16%
boost.

According to BNamericas, the assets of Banco Industrial reached
GTQ19.4 billion -- about 24.4% higher.  Performing loans
increased 24.4% to GTQ8.3 billion.  Deposits, on the other hand,
rose 12.3% to GTQ12.6 billion.

Banco Industrial ranked first in the local banking system with
21% asset market share, BNamericas reports.

                  *    *    *

On March 20, 2006, Moody's Ratings Services affirmed Banco
Industrial S.A.'s 'D' bank financial strength rating.

Moody's also affirmed Industrial's 'Baa2' and Prime-3 long and
short term global local currency deposit ratings, respectively,
and its 'Ba3' and Not Prime long and short term foreign currency
deposit ratings.  All the ratings have stable outlooks.




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


* HONDURAS: Holding Talks on Free Trade with Taiwan
---------------------------------------------------
Honduras will hold free trade agreement aka FTA negotiations
with Taiwan on May 29-31 in Central America, officials from
Taiwan's Ministry of Economic Affairs aka MOEA informed Asia
Pulse Businesswire.

Asia Pulse states that Taiwan has been actively seeking for FTAs
with its diplomatic allies after the United States-Central
America Free Trade Agreement aka CAFTA was implemented this
year.

The country is aiming to help Taiwanese manufacturers tap
markets in North, Central and South America by making the most
of the FTA mechanism, the officials told Asia Pulse.

Taiwan has entered into FTAs with Panama and Guatemala.  The FTA
with Panama was implemented on Jan. 1, 2004.  The Guatemala FTA,
on the other hand, is pending approval by the two nations'
legislatures but is expected to take effect on Jan. 1, 2007,
Asia Pulse recalls.

                        *    *    *

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


MIRANT CORP: Cadwalader Wickersham Asks for US$3 Million Bonus
--------------------------------------------------------------
Cadwalader, Wickersham & Taft LLP and Cox Smith Matthews
Incorporated, attorneys for the Official Committee of Unsecured
Creditors of Mirant Americas Generation LLC, ask Judge Michael
D. Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas to approve a US$3,000,000 fee enhancement for services
they performed for the MAGi Committee from July 25, 2003,
through January 3, 2006.

Gregory M. Petrick, Esq., a partner at Cadwalader, Wickersham &
Taft LLP, relates that the US$3,000,000 fee enhancement
represents a 22% premium to fees charged by each firm.  If
awarded, the fee enhancement will be allocated pro rata between
the two firms based on fees billed.

With Cadwalader's and Cox Smith's efforts, the MAGi Committee
fulfilled its mandate for a full recovery, Mr. Petrick asserts.
Under the confirmed Plan of Reorganization, effective as of
January 3, 2006, MAGi creditors holding approximately
US$1,157,000,000 in claims have been paid, through a combination
of cash and new equity, the full par value of their claims, plus
all accrued interest due and owing, totaling approximately
US$210,000,000, through the Effective Date.

Mr. Petrick adds that MAGi creditors holding US$1,732,000,000 in
claims have:

    * had their claims reinstated in accordance with its
      original terms, with enhanced covenant protections; and

    * been paid in cash all interest due and owing on their
      claims, totaling US$416,000,000, through the Effective
      Date.

According to Mr. Petrick, Cadwalader and Cox Smith worked
cooperatively and efficiently without duplication of effort in
delivering to the MAGi Committee strategic and substantive legal
issues relating to:

      * intercompany claims,
      * substantive consolidation,
      * stand-alone plan of reorganization,
      * reinstatement,
      * postpetition interest, and
      * de-leveraging Mirant.

Cadwalader and Cox Smith also performed actions to protect the
MAGi creditors, relating to:

    * the US$500,000,000 DIP financing;

    * issues in connection with Potomac Electric Power Company;

    * MIRMA leases;

    * hedging practices;

    * commodities trading;

    * the Debtors' net operating losses tax attributes;

    * a screening wall order; and

    * claims against Mirant entities arising from the
      California energy crisis.

For these reasons, Mr. Petrick asserts that payment of a fee
enhancement to Cadwalader and Cox Smith is justified.

                     New Mirant Objects

The New Mirant Entities believe that no professional, including
the MAGi Committee' attorneys should be rewarded with a success
fee, Craig H. Averch, Esq., at White & Case LLP, in Miami,
Florida, tells the Court.  Providing quality services does not
qualify a professional for a fee enhancement.  Rather, fee
enhancements should be granted only in "rare and exceptional"
circumstances.

Mr. Averch argues that the award of fee enhancement is
inappropriate where the success of the Debtors' Chapter 11 cases
was the result of a combination of many factors.  In addition,
the MAGi Committee's lawyers were appropriately compensated for
their services through the lodestar method.

The grant of any fee enhancement should take into account the
fact that Cadwalader and Cox Smith have received an hourly rate
that reflects the firms' expertise and experience, Mr. Averch
points out.  The MAGi Committee's lawyers, however, failed to
demonstrate that their representation of the Committee was
"superior" in light of their hourly rate.

Although Cadwalader and Cox Smith's services were of a high
quality, they were not superior to that reasonably expected from
a law firm of their skill and experience, to justify a request
for an enhancement, Mr. Averch contends.

New Mirant notes that, as the party responsible for payment of
the fee enhancement, its lack of consent should be weighed
heavily when determining whether the award of a fee enhancement
to MAGi Committee's counsels is appropriate.

Accordingly, New Mirant asks the Court to deny Cadwalader and
Cox Smith's fee enhancement request.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.  Mirant Corporation filed for chapter 11 protection on
July 14, 2003 (Bankr. N.D. Tex. 03-46590), and emerged under the
terms of a confirmed Second Amended Plan on January 3, 2006.  
Thomas E. Lauria, Esq., at White & Case LLP, represented the
Debtors in their successful restructuring.  When the Debtors
filed for protection from their creditors, they listed
US$20,574,000,000 in assets and US$11,401,000,000 in debts.  
(Mirant Bankruptcy News, Issue No. 96; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                        *    *    *

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


MIRANT CORP: MC Asset Recovery Wants BofA to Produce Documents
--------------------------------------------------------------
Jeff P. Prostok, Esq., at Forshey & Prostok LLP, in Fort Worth,
Texas, relates that prior to confirmation of the plan of
reorganization filed by Mirant Corporation and its debtor-
affiliates, the Debtors undertook an investigation of potential
causes of action against, among others, Bank of America.

Mirant's investigation included potential claims against Bank of
America either through affirmative acts or omissions for
avoidance, breach of fiduciary duty, aiding and abetting breach
of fiduciary duty, negligence, breach of professional duties,
and breach of statutory duties.

The Avoidance Action is based on a Credit Agreement dated as of
May 22, 2000, entered into by Mirant's predecessor-in-interest,
Southern Energy, Inc., with Bank of America, as agent.  Under
the Credit Agreement, Bank of America has a commitment, as an
initial lender, totaling US$550,000,000 -- the 2000 Dividend
Facility.

On May 26, 2000, Mirant transferred US$450,000,000 of the
US$538,000,000 initial borrowing to The Southern Company from
the 2000 Dividend Facility.  On October 2, 2000, Mirant repaid
US$450,000,000 to Bank of America from the proceeds of Mirant's
initial public offering.

On July 13, 2005, Bank of America entered into a Stipulated
Tolling Agreement with Mirant that tolled the statute of
limitations while Mirant continued its investigation of
potential claims against Bank of America.

The Original Stipulation was set to expire on January 13, 2006,
but Bank of America and MC Asset Recovery, LLC, entered into an
Amended Stipulation extending the toll to July 13, 2006.

In connection with the investigation, MCAR asks the Court to
direct Ban  of America, N.A., and Banc of America Securities
LLC, to produce for inspection and copying, certain documents
not later than May 22, 2006, at the offices of Forshey &
Prostok, L.L.P.

Mr. Prostok asserts that MCAR's request for examination of Bank
of America is within the scope of Rule 2004 of the Federal Rules
of Bankruptcy Procedure and Local Bankruptcy Rule 2004.

                 Bank of America Responds

According to Toby L. Gerber, Esq., at Fulbright & Jaworski
L.L.P., in Dallas Texas, MCAR's requests for production of
documents by May 22, 2006, are in direct conflict with the
Amended Tolling Agreement not to seek any legal or equitable
relief against Bank of America prior to July 1, 2006.

For this reason, Bank of America asks the Court to deny MCAR's
request as improper.

Additionally, MCAR's Requests contain overly broad requests for
production that do not relate to "the acts, conduct, or property
or to the liabilities and financial condition of the debtor" or
the "administration of the debtor's estate," Mr. Gerber points
out.  Specifically, MCAR asks for documents that pertain to
transactions between Bank of America and Southern Company,
neither of which are debtors.

Mr. Gerber asserts that the Court lacks jurisdiction to require
Bank of America to produce documents that fall outside the scope
of Rule 2004.

Mr. Gerber notes that the Debtors have adversary proceedings
pending against other parties related to the spin-off of Mirant
from the Southern Company.  To the extent that the discovery
requests will benefit MCAR or the Debtors in other litigation or
contested matters, Bank of America asks the Court to deny MCAR's
motion.

In the event the Court grants MCAR's Motion, Bank of America, in
the alternative, asks the Court:

     (i) to limit the scope of the 2004 Requests; and

    (ii) for additional time to produce all responsive, relevant
         and non-privileged documents at a mutually convenient
         date, time and place after July 1, 2006.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.  Mirant Corporation filed for chapter 11 protection on
July 14, 2003 (Bankr. N.D. Tex. 03-46590), and emerged under the
terms of a confirmed Second Amended Plan on January 3, 2006.  
Thomas E. Lauria, Esq., at White & Case LLP, represented the
Debtors in their successful restructuring.  When the Debtors
filed for protection from their creditors, they listed
US$20,574,000,000 in assets and US$11,401,000,000 in debts.  
(Mirant Bankruptcy News, Issue No. 97; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                        *    *    *

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




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


AMERICAN AXLE: Moody's Lowers Family & Notes Ratings to Ba3
-----------------------------------------------------------
Substitute first sentence of first paragraph with the following:
"Moody's Investors Service downgraded American Axle &
Manufacturing Holding Inc.'s Corporate Family and Senior
Unsecured Convertible note ratings and the Senior Unsecured
rating of American Axle & Manufacturing, Inc. to Ba3 from Ba2."
Revised release follows.

Moody's Investors Service downgraded American Axle &
Manufacturing Holding Inc.'s Corporate Family and Senior
Unsecured Convertible note ratings and the Senior Unsecured
rating of American Axle & Manufacturing, Inc. to Ba3 from Ba2.

At the same time, the Speculative Grade Liquidity rating was
lowered to SGL-3, representing adequate liquidity over the next
twelve months.  Actions on the long-term ratings flow from
reduced expectations of the company's performance over the
intermediate term and resultant deterioration in key financial
metrics.

Moreover, potential for some portion of the company's
convertible notes to be put back to the company during a
sensitive period for the North American automotive industry,
could at least temporarily weaken the company's liquidity
profile, resulting in the adjustment to the Speculative Grade
Liquidity Rating.

American Axle faces certain business challenges due to trends in
consumer vehicle preferences away from certain light trucks and
SUVs where it has enjoyed significant product content, as well
as its historic customer concentration with General Motors
Corporation.

While recent new GM model introductions are helping to mitigate
some of these challenges, American Axle's level of free cash
flow generation has also been pressured as the company has
invested in its expansion strategy which should ultimately
diversify its customer base.

Over time, the company's order book will improve its geographic,
product and customer diversification, but this will emerge
slowly.  In the interim, American Axle's results will continue
to be strongly correlated with light truck & SUV production by
its principal customer, GM and more dependent upon the success
of GM's new full-sized SUV and pick-up trucks since demand for
mid-size product supplied by American Axle has declined. The
outlook remains negative.

Ratings lowered:

American Axle & Manufacturing Holdings, Inc.

   * Corporate Family, Ba3 from Ba2
   * Senior Unsecured Convertible Notes, Ba3 from Ba2

American Axle & Manufacturing, Inc.

   * Senior Unsecured Notes, Ba3 from Ba2
   * Speculative Grade Liquidity, SGL-3 from SGL-2

American Axle & Manufacturing, Inc. guarantees the notes of
American Axle & Manufacturing Holdings, Inc. and vice versa.  
The last rating action was on December 14, 2005 at which time
the Corporate Family rating was lowered to Ba2.

The Corporate Family rating of Ba3 reflects relatively weaker
scores under the Auto Supplier Methodology for elevated
leverage, customer & segment concentration and recent
deterioration in its debt coverage ratios.  Interest coverage
could decline further should significant amounts of the parent's
low coupon convertible notes be refinanced with higher cost
variable rate bank debt.

Scores on those metrics are partially mitigated by stronger
scores from the company's sound balance sheet, operating
efficiencies, and long-term nature of its business awards. Over
time, the company's strategy will gradually lead to improved
product, customer and geographic diversification.

Moody's views the company's progress in expanding its business
with non-US automakers favorably.  However, ramp up of such new
business will only occur over a period of time, and in the
intermediate term, exposure to GM will be a significant driver
of results.  Free cash flow in 2006 is expected to remain modest
as the company continues to invest in organic growth to support
the launch of new business awards and expand its geographic
footprint.

The Ba3 rating also emphasizes volatility in the company's cash
flows arising from its ongoing customer, geographic and platform
concentration. American Axle has a capital intensive business
model which requires ongoing capital expenditure related to new
product launches and is currently limiting free cash flow for
debt reduction.

Those traits tend to compound its exposure to challenges faced
by its largest customer, GM, and are evidenced by the impact on
its recent results from the closure of GM's Oklahoma City
assembly plant.  Introductions of full-size models based on the
new GMT-900 platform have been well received.  While the number
of vehicle launches based on this platform will increase over
2006 and 2007, demand for mid-size vehicles supported by
American Axle production has fallen.

The confluence of these trends will produce mixed results over
the next few quarters. But, dependency on the ultimate success
of the full-size SUV and pick-up truck models will increase
until new business awards from non-GM customers can begin to
make significant contributions.  The change in ratings
incorporates this elevated variability from the potential
success or failure of any particular platform.

The negative outlook reflects the company's continued
concentration with GM, whose Corporate Family rating is B3, the
mix of vehicles it supports, and uncertainty on what build rates
consumer demand may ultimately support for models supported by
American Axle production.

The rating agency would expect American Axle to remain
profitable during the intermediate term. However, during this
period it remains vulnerable to potential downside developments
arising from any disruptions of U.S. auto production.

The SGL-3 Speculative Grade Liquidity rating anticipates the
company will maintain an adequate liquidity profile over the
next year.  American Axle should continue to generate internal
funds sufficient to meet operational needs. While the company
maintains only minimal balance sheet cash, it has access to a
US$600 million unsecured revolving credit facility with a
commitment expiration date in April 2010.

At the end of March, US$100 million had been borrowed under the
facility and approximately US$25 million of letters of credit
had been issued under the commitment.  This would leave roughly
US$475 million available. This availability could be
significantly reduced as a result of a ratings trigger under the
unsecured convertible notes of the company's parent.

Up to US$150 million of notes are currently able to be put back
to the issuer under the terms of that trigger.  Consequently,
external sources of funding could be materially reduced during a
period when potential for disruption in North American auto
production, particularly at GM, could pose further challenges to
the company.

Moody's anticipates that the company has the capacity to pursue
financing alternatives that would accommodate any put of the
convertible notes, and will reassess the SGL rating as new
developments occur

American Axle & Manufacturing, Inc., headquartered in Detroit,
MI, is a world leader in the manufacture, design, engineering
and validation of driveline systems and related components and
modules, chassis systems, and metal formed products for light
truck, SUVs and passenger cars.  The company has manufacturing
locations in the U.S.A., Mexico, the United Kingdom and Brazil.
The company reported revenues of US$3.4 billion in 2005 and has
approximately 10,900 employees.


GENERAL MOTORS: 20,000+ Workers Take Buy-Out & Retirement Offers
----------------------------------------------------------------
General Motors Corp.'s buy-out offers were accepted by around
20,000 of its employees, published reports say.  GM spokesman
Dan Flores said the Company would release the results after the
offers expire.  

The offers, which apply to about 113,000 GM workers and 15,000
Delphi Corporation workers, are part of an agreement among GM,
Delphi and the United Auto Workers union to accelerate a
restructuring plan.  This plan calls for 30,000 job cuts and
nine plant closings by 2008.

Delphi's viability is important to GM.  GM gets most of its car
parts from Delphi.  GM and Delphi workers have until
June 23, 2006, to accept offers for buy-outs and early
retirement.

GM and Delphi offered US$35,000 for workers with at least 30
years to retire and begin a US$36,000-a-year pension.  Workers
not eligible to retire can opt for a buyout of as much as
US$140,000 and give up health care benefits.

Under current union contracts, employees get almost their full
pay even where there's no work for them to do.  Reducing the
number of active workers would let GM put idled workers back in
operating factories and make it easier for Delphi to close
plants.

GM would hire temporary workers at some of its plants to
compensate for employees taking the buyout and early retirement
offers.  The number of additional temporary workers will depend
on how many employees chose to take buyouts.  Temps will be paid
US$18 to US$19 an hour without benefits, compared with about
US$26 to US$28 an hour plus benefits for permanent workers.

                     About General Motors

General Motors Corp. -- http://www.gm.com/-- the world's  
largest automaker, has been the global industry sales leader for
75 years.  Founded in 1908, GM today employs about 327,000
people around the world.  With global headquarters in Detroit,
GM manufactures its cars and trucks in 33 countries including
Mexico.  In 2005, 9.17 million GM cars and trucks were sold
globally under the following brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.  GM operates one of the world's leading finance
companies, GMAC Financial Services, which offers automotive,
residential and commercial financing and insurance.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security
and information services.

                        *    *    *

As reported in the Troubled Company Reporter on May 9, 2006,
Moody's Investors Service placed the B3 senior unsecured rating
of General Motors Corporation under review for possible
downgrade, and affirmed the company's Corporate Family Rating at
B3.  The rating actions are in response to the company's
disclosure that it is pursuing various options to replace or
amend its existing US$5.6 billion bank credit facility, and that
these options could result in providing its bank lenders with a
security interest in certain GM assets.  GM anticipates that any
credit facility replacement or amendment will be completed by
the end of the second quarter or early in the third quarter.


TOMMY HILFIGER: Completes Tender Offer of 9% Sr. Bonds Due 2031  
---------------------------------------------------------------
Tommy Hilfiger U.S.A., Inc., a wholly owned subsidiary of Tommy
Hilfiger Corporation, reported that, in connection with its
tender offer and consent solicitation for its outstanding 9%
Senior Bonds due 2031, it had received, as of 5:00 p.m., New
York City time, on May 25, 2006, tenders and consents from
holders of a majority in principal amount of its outstanding
2031 Senior Bonds.  

As contemplated by the consent solicitation with respect to the
2031 Senior Bonds, the Company has executed a supplemental
indenture to the indenture governing the 2031 Senior Bonds that
will, once operative, eliminate the principal restrictive
covenants, including those relating to limitations on the
Company's liens and indebtedness, as well as certain related
events of default contained in the indenture under which the
2031 Senior Bonds were issued.  Although the supplemental
indenture has been executed and has therefore become effective,
the modifications and eliminations effected by the amendments
will not become operative until the 2031 Senior Bonds are
accepted for payment pursuant to the Offer.  The Company
currently expects to make prompt payment for 2031 Senior Bonds
validly tendered prior to the Expiration Time and not properly
withdrawn at or prior to 5:00 p.m., New York City time, on
April 20, 2006.

Assuming a settlement date of May 26, 2006, the total
consideration is US$25.25 plus accrued interest of US$0.53 (for
a total of US$25.78) for each US$25 principal amount of 2031
Senior Bonds that were validly tendered and accepted for payment
pursuant to the Offer.  A soliciting dealer fee of US$0.25 per
US$25 principal amount of 2031 Senior Bonds that were validly
tendered and accepted for payment will be paid by the Company to
retail brokers that are entitled to receive this fee.

As of the Expiration Time, the Company had received tenders of
2031 Senior Bonds and related consents in these amounts:

                                                Percentage of
                                   Principal     Outstanding
                                    Amount        Principal
   Title of Security   CUSIP No.    Tendered    Amount of Series
   -----------------   ---------    --------    ----------------
   9% Senior Bonds     430908202 US$75,738,200  50.49% due 2031

For further information with respect to the tender offers and
consent solicitations, holders should contact their broker
and/or the Dealer Manager:

     Citigroup Corporate and Investment Banking
     Telephone (212) 723-6106 (collect)
     Toll Free (800) 558-3745

or the Information Agent:

     Global Bondholder Services Corporation
     Telephone (212) 430-3774 (collect)
     Toll Free (866) 389-1500

Tommy Hilfiger U.S.A., Inc., incorporated in Delaware, is a
direct wholly owned subsidiary of Tommy Hilfiger Corporation,
which is owned by funds advised by Apax Partners.  Tommy
Hilfiger Corporation, through its subsidiaries, designs, sources
and markets men's and women's sportswear, jeanswear and
childrenswear. Tommy Hilfiger Corporation's brands include Tommy
Hilfiger and Karl Lagerfeld.  Through a range of strategic
licensing agreements, Tommy Hilfiger Corporation also offers a
broad array of related apparel, accessories, footwear,
fragrance, and home furnishings.  Tommy Hilfiger Corporation's
products can be found in leading department and specialty stores
throughout the United States, Canada, Europe, Mexico, Central
and South America, Japan, Hong Kong, Australia and other
countries in the Far East, as well as the Tommy Hilfiger
Corporation's own network of outlet and specialty stores in the
United States, Canada and Europe.

                        *    *    *

As reported in the Troubled Company Reporter on May 23, 2006,
Moody's Investors Service withdrew the Ba2 corporate family
rating and unsecured debt ratings of Tommy Hilfiger Corporation
and its subsidiaries following the closing of the company's
acquisition by affiliates of Apax Partners on March 10, 2006.


TV AZTECA: US Securities & Exchange Commission Mulls Settlement
---------------------------------------------------------------
TV Azteca, S.A. de C.V. reported that as a result of
conversations between the company and the US Securities and
Exchange Commission, which were previously disclosed, a
potential settlement has been structured.  

The proposed settlement will be reviewed by the SEC, which
anticipates reaching a conclusion as to whether to proceed
within 90 days.
    
The proposed settlement, if accepted by the SEC, would not
entail economic consequences for TV Azteca.  Ricardo B. Salinas
and Pedro Padilla would bear the monetary costs resulting from
this proposal.

As reported in the Troubled Company Reporter on May 10, 2006, TV
Azteca disclosed that it was holding talks with the US
Securities and Exchange Commission.  According to the company,
the talks were being held in good faith.

As reported in the Troubled Company Reporter on Jan. 6, 2005,
SEC filed civil fraud charges against TV Azteca, whose American
depository receipts trade on the NYSE, its parent company --
Azteca Holdings -- and three current and former TV Azteca
officers and directors, Ricardo Salinas Pliego, Pedro Padilla
Longoria, and Luis Echarte Fernandez.  The SEC alleged that the
defendants engaged in an elaborate scheme to conceal Salinas's
role in a series of transactions through which he personally
profited by US$109 million.  SEC also alleged that Salinas and
Padilla sold millions of dollars of TV Azteca stock while
Salinas's self-dealing remained undisclosed to the market place.

According to Bloomberg, SEC alleged that TV Azteca did not
accordingly report a loan that the company made to Nortel
Networks Corporation.  Chairman Ricardo Salinas and Executive
Pedro Padilla of TV Azteca reportedly paid a reduced price of
US$107 million in June 2003 in behalf of Unefon's US$325 million
debt to Nortel.  Unefon was a mobile-telephone unit of TV Azteca
at that time.  

After three months, Unefon bought back the debt at full value
from Mr. Salinas and Mr. Saba, Bloomberg relates.

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.




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


KANSAS CITY SOUTHERN: Names New Finance Department Leadership
-------------------------------------------------------------
Kansas City Southern appointed Patrick J. Ottensmeyer as
executive vice president and chief financial officer.  Mr.
Ottensmeyer brings over 25 years of financial experience to KCS.  
Most recently, he served as chief financial officer of
Intranasal Therapeutics, Inc.  Mr. Ottensmeyer will lead KCS'
international finance department.

"Pat understands the rail industry and brings a broad set of
financial and leadership skills to our company," said KCS
chairman, president and chief executive officer Michael R.
Haverty.  "We look forward to his contributions as we continue
to drive costs out of our newly integrated rail network."

Susan B. Wollenberg has been promoted to vice president
financial planning and administration.  Ms. Wollenberg joined
KCS in early April 2006 and will serve as interim chief
accounting officer.  She is a former chief financial officer for
E.W. Blanch Holdings, Inc. and has ten years experience with GE
Capital Services, where she held various financial roles,
including manager strategic investments and second vice
president.  She also serves on the board of directors of
Windhaven Insurance Company.

Julio Quintero has been named controller for Kansas City
Southern de Mexico and will be based in Monterrey, N.L.  While
leading the accounting department in Monterrey, he will spend
his first six months with the holding company in Kansas City to
ensure standardized accounting procedures in both countries.  
Mr. Quintero joins KCSM from Wyeth Pharmaceuticals, where he
served as controller for Mexico and Central America with
responsibilities for cost accounting, treasury and Sarbanes
Oxley compliance.  

T. Nicholas Nocita has been promoted from general director
financial compliance to assistant vice president international
internal audit and financial compliance and retains
responsibility for Sarbanes Oxley compliance in both the U.S and
Mexico.  Mr. Nocita joined the company in 1998. Prior to joining
KCS, he spent nine years as a certified public accountant in
Kansas City.

KCS thanks former executive vice president and chief financial
officer Ronald G. Russ and former vice president and comptroller
James S. Brook for their service to the company.

Headquartered in Kansas City, Missouri, Kansas City Southern
(NYSE: KSU) - http://www.kcsi.com/-- is a transportation  
holding company that has railroad investments in the U.S.,
Mexico and Panama.  Its primary U.S. holding is The Kansas City
Southern Railway Company, serving the central and south central
U.S.  Its international holdings include KCSM, serving
northeastern and central Mexico and the port cities of L zaro
Cardenas, Tampico and Veracruz, and a 50 percent interest in
Panama Canal Railway Company, providing ocean-to-ocean freight
and passenger service along the Panama Canal.  KCS' North
American rail holdings and strategic alliances are primary
components of a NAFTA Railway system, linking the commercial and
industrial centers of the U.S., Canada and Mexico.

                        *    *    *

As reported in the Troubled Company Reporter on May 22, 2006,
Standard & Poor's Ratings Services lowered its preferred stock
ratings on Kansas City Southern to 'D' from 'C' and removed the
ratings from CreditWatch where they were initially placed on
March 23, 2006; ratings were previously lowered on April 4 and
May 1 and maintained on CreditWatch with negative implications.

Standard & Poor's other ratings on Kansas City Southern,
including its 'B' corporate credit rating, remain on CreditWatch
with negative implications, where they were initially placed
April 4, 2006.  Ratings were lowered on April 10 and maintained
on CreditWatch.


* PANAMA: Approves Activation of Telephony Service Accords
----------------------------------------------------------
The government of Panama told Business News Americas that it has
authorized local firms Telecarrier and Cable & Wireless Panama
to activate telephony service contracts the two agreed in
December 2005.

BNamericas reports that the contracts will save the government
up to US$14 million.

According to BNamericas, Telecarrier will provide government
offices in Panama City and Colon local, national and
international basic service.

Cable & Wireless, on the other hand, will handle national and
international service to state agencies across the country,
excluding Panama City and Colon, BNamericas states.

                        *    *    *

Fitch Ratings assigned these ratings on Panama:

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




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


ADELPHIA COMMS: Court Okays Erie County Lease-Back Transaction
--------------------------------------------------------------
Adelphia Communications Corporation currently participates in a
sales tax incentive program in which it has received an
exemption from state and local sales taxes in connection with
the purchase of certain capital equipment.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in New
York, relates that the ACOM Debtors have saved approximately
US$147,580 in sales tax by their participation in the Program
and if their participation is not properly terminated, they
could potentially be liable for repayment of the sales tax saved
as well as for the interest and penalties of that tax savings.

The ACOM Debtors had also paid a US$231,863 initial agency fee
in connection with the Program, which will be recouped once
their participation in the Program is terminated.

ACOM now wishes to terminate its participation in the Program in
order to gain benefits of approximately US$400,000.

In order to terminate the participation in the Program, ACOM
must comply with certain enabling statutes requiring ACOM to
lease computer equipment valued at US$1,900,000 acquired through
the Program to Erie County Industrial Development.

ACOM will lease the computer equipment to ECIDA for seven days,
during which time ECIDA will sublease it back to ACOM.  At the
conclusion of the Lease-Back Transaction, ACOM will retain title
to the computer equipment.

Ms. Chapman assures the Court that all negotiations with ECIDA
have been conducted through counsel on an arm's-length basis.

Accordingly, ACOM sought and obtained the Court's authority to
enter into the Lease-Back Transaction pursuant to Section 363 of
the Bankruptcy Code.

While the Lease-Back Transaction arguably could be characterized
as a transaction in the ordinary course of business, the ACOM
Debtors seek the Court's approval out of abundance of caution
and in compliance with ECIDA's request.

Based in Coudersport, Pa., Adelphia Communications Corporation
-- http://www.adelphia.com/-- is the fifth-largest cable  
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.  
(Adelphia Bankruptcy News, Issue No. 133; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADELPHIA COMMS: Dispute Ensues Over Bank Lenders Distribution
-------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in
the chapter 11 cases of Adelphia Communications Corporation and
its debtor-affiliates supports the Official Committee of
Unsecured Creditors' request to hold back the distributions to
be made to the prepetition bank lenders under the ACOM Debtors'
Modified Fourth Amended Joint Plan of Reorganization.

                         Objections

The ACOM Debtors note that pursuant to a Court order approving
three related agreements between the ACOM Debtors and the
Securities Exchange Commission, the Debtors and the Department
of Justice, and the Debtors and Rigas Family, dated May 26,
2005, the ACOM Debtors are required to oppose the Creditors
Committee's request and are not permitted to propose a plan that
withholds any distribution to the Bank Lenders by reason of the
pendency of the Bank Lender Avoidance Complaint unless ordered
to do so by the Court.

According to Marc Abrams, Esq., at Willkie Farr & Gallagher, in
New York, the Debtors' agreement to oppose any hold back request
was intended to formalize a "handshake" deal between the Bank
Lenders and the Debtors, and to facilitate the Bank Lenders'
cooperation and, ultimately, acceptance of the Plan.

Mr. Abrams notes that while the Creditors Committee's Hold Back
request as framed aims to preserve valuable estate assets,
depending on the rate at which interest would accrue on any held
back distributions, the motion may result in incremental
interest costs of more than US$400,000,000.

Thus, the ACOM Debtors ask the Court to deny the Official
Committee of Unsecured Creditor's request to hold back
distributions to prepetition bank lenders until the Court
determines the rate of interest, if any, required to be paid on
held back distributions and the impact of that interest accrued
on the feasibility of the Plan.

Several parties-in-interest agree that the payment of the bank
claims under the terms of the Plan is required under the
Government Settlement Order and appropriate under the standards
of Rule 9019 of the Federal Rules of Bankruptcy Procedure:

    a. various Administrative Agents:

       -- Wachovia Bank National Association,
       -- Bank of America, N.A.,
       -- the Bank of Nova Scotia
       -- JPMorgan Chase Bank, N.A.,
       -- Citibank, N.A., and
       -- Bank of Montreal;

    b. these Nominal Agents:

       -- ABN AMRO Bank N.V.,
       -- Barclays Bank PLC,
       -- CIBC, INC.,
       -- Merrill Lynch Capital Corp.,
       -- PNC Bank, National Association,
       -- Societe Generale, S.A.
       -- Calyon New York Branch
       -- Bank of New York, & Bank of New York Company, Inc.,
          and
       -- Credit Suisse, Cayman Branch, & the Royal Bank of
          Scotland;

    c. the Ad Hoc Committee of Non-Agent Secured Lenders;

    d. the Toronto-Dominion Bank; and

    e. various investment banks, namely:

       -- ABN AMRO Inc.,
       -- BNY Capital Markets, Inc.,
       -- Barclays Capital Inc.,
       -- Citigroup Global Markets, Inc.,
       -- CIBC World Markets Corp.,
       -- Deutsche Bank Securities, Inc.,
       -- J.P. Morgan Securities Inc.,
       -- Morgan Stanley & Co. Incorporated,
       -- PNC Capital Markets, Inc.,
       -- Scotia Capital (USA) Inc.,
       -- SunTrust Capital Markets, Inc.,
       -- TD Securities (USA) LLC, and
       -- Banc of America Securities LLC, and its affiliate,
          Fleet Securities, Inc.

The Non-Agent Committee asks the Court to reject the Creditors
Committee's request because it attempts to use Section 502(d) to
disallow the Non-Agent Committee members' claims.  Under the
plain language of Section 502(d) and established case law, the
Creditors Committee must obtain adjudication on its avoidance
actions before raising Section 502(d).

The Bank of Montreal contends that the Plan represents a
reasonable settlement and compromise of the allowance and
distribution issues.

The Toronto-Dominion Bank relates that pursuant to a prepetition
interest rate swap agreement between TD Bank and Chelsea
Communications, Inc., one of the Debtors, TD Bank holds a
general unsecured claim against Chelsea.  Although TD Bank is a
named defendant in the Bank Action Litigation, the litigation do
not specifically allege that TD Bank received any transfers or
property from Chelsea that could be recoverable by Chelsea as a
result of the Bank Action.

Accordingly, TD Bank asks the Court to deny the Creditors
Committee's request to the extent that the request seeks to
disallow or hold back a distribution to TD Bank on account of
the Chelsea Swap Claim.  Section 502(d) provides no basis to
disallow or hold back a distribution on TD Bank's Chelsea Swap
Claim when Chelsea has no valid avoidance recovery claim against
TD Bank on account of the Bank Action, Patrick L. Hayden, Esq.,
at McGuireWoods LLP, in New York, argues.

The Investment Banks note that the Plan provides for the payment
in cash of the Bank Lender Fee Claims.  As affiliates of the
Bank Lenders, some or all of the Investment Banks are holders of
Bank Claims arising from indemnification to which they are
entitled under the relevant Prepetition Credit Agreements.  
Those claims constitute Bank Claims under the Plan.  Since the
Committee has not sought relief against the Investment Banks,
the references in its request to the treatment of Bank Claims
should not be construed to apply to Bank Claims held by the
Investment Banks.

However, in an abundance of caution to the extent the Creditors
Committee's request could be construed to affect Bank Claims
held by the Investment Banks, the Investment Banks ask the Court
to deny the Creditors Committee's request.

           Plaintiffs Slam Investment Banks' Response

The putative class action plaintiffs in a lawsuit pending before
the United States District Court for the Southern District of
New York captioned In re Adelphia Communications Corp.
Securities & Derivative Litigation, 03 MD 1529(LLM), believes it
would be wrong to uphold or consider the response of the various
investments banks in connection with the Creditors' Committee's
request to hold back distribution.

As previously reported, the Investment Banks assert that as
"affiliates of the Banks" they are "holders of Bank Claims
arising from indemnification to which they are entitled under
the relevant Prepetition Credit Agreements."

The Plaintiffs tell Judge Gerber that they are not quite sure
exactly what point the Investment Banks are trying to make.

"If they are saying that simply because they may be affiliates
of the Banks, the Prepetition Credit Agreements entitle them to
indemnification without regard to whether the underlying claims
relate to those agreements, the [Plaintiffs] disagree and submit
there is no principled basis for the position.  And if they are
saying that as holders of Bank Claims they are entitled to
indemnification even as to claims arising out of their
underwriting activities, there is similarly no merit to the
argument," John H. Drucker, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., in New York, argues.

The Class Action Plaintiffs never understood that the securities
law claims they assert against the Investment Banks in the
Securities Class Action relate to the Creditors Committee's Hold
Back Motion and do not believe there is any credible, good faith
argument that those claims could give rise to "Bank Claims", Mr.
Drucker explains.

Mr. Drucker informs the Court that if the Investment Banks push
the issue in connection with the Hold Back Motion despite the
transparent lack of merit to any argument that claims relating
to underwriting activities are Bank Claims, it could materially
impact the third-party release issue under the ACOM Debtors'
Plan of Reorganization.  This is because the Debtors would no
doubt claim that if the Bank Claims included underwriting claims
and if those claims were indemnifiable, the Debtors' exposure to
the Banks might be increased in amounts to create confirmation
issues, Mr. Drucker says.

                Creditors Committee Insists

The Creditors Committee insists that:

    (a) the Bank Lenders' entitlement to receive distributions
        on the Effective Date has not been "settled" because:

        -- the Government Settlement does not assure that the
           Bank Lenders will receive distributions on the
           Effective Date; and

        -- the ACOM Debtors' Plan of Reorganization does not
           "settle" the Bank Lenders' entitlement to Effective
           Date distribution;

    (b) Section 502(d) requires the Hold Back of the Bank
        Lenders' distributions; and

    (c) as a matter of law, the Bank Claims are not entitled to
        interest at the contract rate after the Effective Date.

Based in Coudersport, Pa., Adelphia Communications Corporation
-- http://www.adelphia.com/-- is the fifth-largest cable  
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.  
(Adelphia Bankruptcy News, Issue No. 134; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KMART CORP: Court Signs Order Resolving LNR & Goldblatt Dispute
---------------------------------------------------------------
The Hon. Susan Pierson Sonderby of the U.S. Bankruptcy Court for
the Northern District of Illinois signed the agreed order
between LNR Partners, Inc., and Richard A. Goldblatt.

Kmart Corporation and Continental Mart Michigan Limited
Partnership are parties to lease agreement where Kmart leases
property from Continental in Three Rivers, Michigan.

On January 31, 2002, Confederation Life Insurance Co., and
Continental entered a Mortgage and Security Agreement and
Fixture Financing Statement covering a property known as Kmart
Store No. 3950 located in Three Rivers.

On the same day, Confederation and Continental also entered into
an assignment of lease agreement, which assigned the Lease
between Continental and Kmart to Confederation.

Continental transferred all of its interests in Store No. 3950
to Good Neighbor Properties pursuant to an Amendment and
Assignment agreement dated April 23, 1993.  Good Neighbor
assumed Continental's obligations under the original Assignment
of Lease Agreement between Confederation and Continental.

Good Neighbor, in turn, transferred all of its interests in
Store No. 3950 to Mr. Goldblatt pursuant to an Amendment and
Assignment Agreement relating to Financing Documents of Record
dated February 14, 1994.  Mr. Goldblatt assumed Good Neighbor's
obligations under the Original Assignment of Lease Agreement.

On April 12, 1994, Confederation assigned its right, interest
and title in Store No. 3950 to LaSalle National Bank.  LaSalle
National serves as Trustee for the holders of the Structured
Asset Securities Corporation Multiclass Pass-Through
Certificates, Series 1996-CFL.

On the Petition Date, Lennar Partners, Inc., was LaSalle's
attorney-in-fact.  LaSalle held a mortgage on Store No. 3950,
which Store was now property of Mr. Goldblatt and was leased to
Kmart.

On July 29, 2002, Kmart rejected the Store No. 3950 Lease.

Mr. Goldblatt filed Claim No. 34563 for US$1,118,663 asserting
lease rejection damages for loss of future rent, damages for
maintenance fees, and 2001 taxes.

In September 2002, LaSalle transferred its interests in Store
No. 3950 to SASCO 1996-CFL Three Rivers, LLC, pursuant to an
Assignment of Mortgage dated September 17, 2002.  SASCO was an
entity created by LaSalle.

On September 20, 2002, SASCO recorded an assignment of lease.

Mr. Goldblatt defaulted on his obligations under the Mortgage
that belonged to LaSalle.  Pursuant to the which, LaSalle
advertised the sale of Store No. 3950 for the applicable period
of time.  LaSalle was the highest bidder at the forced sale of
Store No. 3950.

On November 14, 2002, LaSalle was granted a deed of ownership
rights -- the Sheriff's Deed -- in Store No. 3950.

              Lennar Transfers Claim to LaSalle

On February 25, 2003, the Debtor objected to the allowance of
Claim No. 34563 and notified both Lennar and Mr. Goldblatt of
the objection and their right to respond.

In 2004, Lennar filed a notice transferring the Claim from Mr.
Goldblatt to LaSalle.  Mr. Goldblatt objected.

As authorized in the Assignment of Lease Agreement between
Confederation and LaSalle, the Mortgage by Mr. Goldblatt, and a
Consent Agreement between Kmart and LaSalle, LaSalle and the
Debtors entered agreed to resolve the lease rejection claim for
Kmart Store No. 3950 by:

    * allowing the Claim in favor of SASCO for $1,012,873; and

    * barring Mr. Goldblatt from asserting, collecting, seeking
      to collect any lease rejection or administrative expense
      amount relating to Store No. 3950.

On August 30, 2004, the Court signed the agreed order between
LaSalle and the Debtors.

Mr. Goldblatt has not appealed the order or filed a request for
reconsideration.

In November 2004, Lennar asked the Court to rule that Mr.
Goldblatt's rights in Claim No. 34653 were transferred to
LaSalle and that LaSalle is the owner of the Claim.

On Lennar's behalf, Gabriel Reilly-Bates, Esq., at Jenner &
Block LLP, in Chicago, Illinois, argued that LaSalle was
entitled to the lease rejection claim on the basis that:

    (i) Mr. Goldblatt has not timely objected to the agreed
        order between LaSalle and the Debtors;

   (ii) the Assignment of Lease Agreement between Confederation
        and LaSalle gave LaSalle the explicit authority to
        settle any bankruptcy claims arising out of the Lease;

  (iii) the Assignment of Lease Agreement between Confederation
        and LaSalle transferred Mr. Goldblatt's rights to
        receive rent and bankruptcy claims to LaSalle prior to
        the foreclosure; and

   (iv) any residual interest that Mr. Goldblatt may have had in
        Store No. 3950 was terminated and transferred to LaSalle
        by the Sheriff's Deed, which transferred all right,
        title and interest, including tenements in Store No.
        3950.

              LNR and Goldblatt Allow Transfer

In December 2004, Mr. Goldblatt sought to vacate the agreed
order between LaSalle and the Debtors.

To settle the dispute, Lennar, now known as LNR Partners, Inc.,
and Mr. Goldblatt, agree that on the effective date of the
Debtors' Plan of Reorganization:

    * the Claim Transfer Request is granted provided that any
      distributions to be made on account of Claim No. 34563
      will be made in accordance with the Agreed Order between
      LNR and Mr. Goldblatt;

    * Mr. Goldblatt's request to vacate the August 2004 Agreed
      Order and the remaining Goldblatt requests are deemed
      withdrawn with prejudice; and

    * the Debtor will distribute the first 3,198 shares to be
      issued on account of Claim No. 34563 to Mr. Goldblatt and
      all remaining shares to LNR.

Headquartered in Troy, Michigan, Kmart Corporation nka 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
=================================


BWIA WEST: Ian Brunton Named as Vice President for Operations
-------------------------------------------------------------
BWIA West Indies has named Captain Ian Brunton vice president
operations effective June 1, the Trinidad Guardian reports.  

Mr. Brunton was a pilot with BWIA for 29 years on five aircraft
types including the airline's current A340 Airbus and Boeing 737
fleet.  He has vast experience with senior appointments in the
T&T Civil Aviation Authority as chairman and as an advisor to
various government committees, the Guardian relates.  Mr.
Brunton is also a practising attorney-at-law.

The Sunday Guardian reported that two vice presidents were let
go last week.  They were Brenda Billy, VP procurement and
material administration and Kimchand Rampaul, VP of maintenance
and engineering.

"We are delighted to welcome Captain Ian Brunton back to BWIA.
We are certain his experience will add significant value to our
management team. He will be given every support in his new
position," Chief Executive Officer Peter Davies said.

BWIA was founded in 1940, and for more than 60 years has been
serving the Caribbean islands from Trinidad and Tobago, the hub
of the Americas, linking the twin island republic and many other
Caribbean islands with North America, South America, the United
Kingdom and Europe.

The airline has reportedly been losing US$1 million a week due
to poor operational management.  An employee survey revealed
that lack of responsibility by the management is a major issue
in the company.  




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


* URUGUAY: Files With US SEC to Sell US$2.8 Bil. of Securities
--------------------------------------------------------------
On May 26, 2006, the Uruguayan government filed with the U.S.
Securities and Exchange Commission US$2.8 billion worth of debt
securities and warrants under shelf registration, Reuters
reports.

Reuters relates that the earnings will be employed in general
government functions that include debt payments.  The Uruguayan
government also told Reuters that it has plans of offering
securities that will be traded for any of its outstanding
securities.

                        *    *    *

As reported in the Troubled Companmy Reporter on May 26, 2006,
Fitch Ratings revised the Outlooks on the Oriental Republic
of Uruguay's Sovereign ratings to Positive from Stable.  The
long-term foreign currency Issuer Default Rating is affirmed at
'B+', and the long-term local currency IDR is affirmed at 'BB-'.  
The Short-term IDR is affirmed at 'B' and the Country Ceiling is
affirmed at 'BB-'.

                        *    *    *                  

Moody's upgraded Uruguay's long-term foreign currency rating to
B1 from B3 under the revised foreign currency ceilings on May
24, 2006.




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


PETROLEOS DE VENEZUELA: Inks PetroAndina Joint Venture with YPFB
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
May 15, 2006, Bolivia's state oil firm Yacimientos Petroliferos
Fiscales Bolivianos aka YPFB agreed to sign a joint venture
accord with its Venezuelan counterpart, Petroleos de Venezuela
SA aka PDVSA.  

The joint venture will be called Petroandina Comercio y
Suministro.  As its first project, it will open 15 service
stations in eight cities for the sale of gasoline, diesel and
vehicular natural gas aka VNG.

Bolivia will have a 51% stake in Petroandina.  

PDVSA told Business News Americas that its president, Rafael
Ramirez, signed various accords -- that included the joint
venture -- with Jorge Alvarado, the head of Bolivia's state-run
oil firm YPFB, on Friday.

A spokesperson from the energy ministry of Bolivia informed
BNamericas that the country and Venezuela agreed to invest at
least US$1.5 billion in various projects in Bolivia.

The government of Venezuela proposed the creation of Petroandina
in a regional oil and gas scheme in Andean countries in July
2005, BNamericas recalls.

BNamericas states that other documents signed by Messrs. Ramirez
and Alvarado include:

     -- letters of intent for the installation of two natural
        gas liquids separation plants expected to be operational
        in two years,  

     -- a memorandum of understanding aka MOU for the creation
        of a nitrogen fertilizer manufacturing complex called
        Fertisur,

     -- a letter of intent to begin studies for upstream PDVSA
        activities in Bolivia,

     -- accord that allows Venezuela to administer training to
        200 Bolivian technicians for the development of
        technology used by PDVSA's R&D subsidiary Intevep,

     -- agreement that allows Venezuela to provide education to
        250 Bolivian students at the technical school of
        Venezuela's state petrochemicals firm Pequiven.

The agreements were signed under the Bolivarian Alternative for
the Americas aka ALBA, a scheme proposed by Venezuela's
President Hugo Chavez to counter the Free Trade Area of the
Americas, an agreement sponsored by the United States,
BNamericas relates.

                        *    *    *

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

                        *    *    *

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: OPEC Holding 141st Meeting on June 1 in Caracas
------------------------------------------------------------
The Organization of Petroleum Exporting Countries will hold its
141st special meeting in Caracas, Venezuela, on June 1, El
Universal reports.  

The oil cartel will be discussing the present conditions of the
global oil market in order to determine output quotas, prices
and measures to ensure meeting demands at fair prices.

Venezuelan Minister of Energy and Petroleum, Rafael Ramirez,
said that the meeting will be an "an exceptional scene to take
decisions on the future oil market," El Universal states.

Venezuela has reportedly budgeted US$5 million for the event.

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
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Marjorie C. Sabijon, Sheryl Joy P. Olano, Stella
Mae Hechanova, and Christian Toledo, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
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Information contained herein is obtained from sources believed
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members of the same firm for the term of the initial
subscription or balance thereof are US$25 each.  For
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