TCRLA_Public/060609.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

            Friday, June 9, 2006, Vol. 7, Issue 114


                           Headlines


A R G E N T I N A

AEROLINEAS ARGENTINAS: Posts 4% Boost in Number of Passengers
AGROIMPULSO CEREALES: Seeks Court Approval to Restructure Debts
ALAM MAQ: Trustee Will Verify Proofs of Claim Until July 21
ALBERTO M OUBINA: Trustee Won't Validate Claims After July 20
CENTRO MEDICO: Closes Reorganization Proceeding

COOPERATIVA DE CREDITO: Verification of Claims Ends on June 13
EL PLATA: Verification of Proofs of Claim Ends on July 4
FIDEICOMISO XXX: Fitch Arg Puts BB+ Rating on US$2.5-Mil. Debt
FIDEICOMISO XXXI: Fitch Arg Rates US$2-Million Debt at BB+
LABORATORIO HELVETICA: Concludes Reorganization Proceeding

MEDICAL BONE: Creditors Must Present Proofs of Claim by Aug. 7
NEGOCIOS TECNOLOGICOS: Seeks Bankruptcy Protection from Court
PINNACLE: To Buy Harrah Entertainment's Assets for US$25 Million
REPSOL YPF: Invests ARS765,000 in Lujan de Cuyo Plant Upgrade
REPSOL YPF: Considers Importing Diesel Due to Lack of Fuel

TRINETCO SRL: Asks Court Approval to Enter Into Bankruptcy
YPF SOCIEDAD: Moody's Ups Foreign Currency Corp. Rating to B2

B A H A M A S

ANDREW CORP: Inks Merger Agreement with ADC Telecommunications

B E R M U D A

DIGICEL LTD: Cheryl Packwood Leaving Company by Month's End
GLOBAL CROSSING: IP Network Primed to Support Traffic Growth
GLOBAL CROSSING: Launches VoIP Integrity Service
QUANTA CAPITAL: A.M. Best Downgrades and Withdraws Ratings

B R A Z I L

BANCO MERCANTIL: Moody's Rates Financial Strength Rating at E+
BANCO NACIONAL: Provides Bigger Funds to Northeastern Brazil
BERTIN LTDA: Moody's Affirms Low B Corp. Family & Debt Ratings
COMPANHIA VALE: Settles Pellet Prices with Arcelor & Nucor
PETROLEO BRASILEIRO: Incorporation of Petroquisa Shares Approved

USINAS SIDERURGICAS: Moody's Rates Cosipa's US$200M Notes at Ba2
USINAS SIDERURGICAS: S&P Rates Cosipa's US$200-Mil. Notes at BB+
VARIG S.A.: Preliminary Injunction Continued to June 13
VARIG S.A.: Promises to Pay ILFC Arrears by June 13

C A Y M A N   I S L A N D S

CLANSAL INVESTMENTS: Sets Final Shareholders Meeting for June 29
CONCORD INVESTMENTS: Holds Last Shareholders Meeting on June 29
COSIPA COMMERCIAL: Moody's Rates US$200-Million Notes at Ba2
COSIPA COMMERCIAL: S&P Puts BB+ Rating on US$200-Million Notes
CYRUS OPPORTUNITIES: Final Shareholders Meeting Set for June 29

FINDLATER HOLDINGS: Holds Last Shareholders Meeting on June 29
HIGH NOON: Holds Last Shareholders Meeting on June 29
KIMBERLEY INVESTMENTS: Final General Meeting Is Set for June 29
LASERLINE LIMITED: Sets June 29 as Final Shareholders Meeting
LYTH INVESTMENTS: Schedules Final General Meeting on June 29

MOFFAT INVESTMENTS: Schedules Final General Meeting on June 29
PASADENA INVESTMENTS: Final Shareholders Meeting Is on June 29
SOLID SQUARE: Schedules June 29 as Final General Meeting
SUPER SMART: Liquidator Presents Wind Up Accounts on June 29
WHITESTONE BRIDGE 2003-1: Final General Meeting Set for June 29

WHITESTONE BRIDGE 2003-2: Last General Meeting Is on June 29
ZEST INVESTMENT VII: Holding Final General Meeting on June 29

C H I L E

GOODYEAR TIRE: Fitch Affirms Senior Unsecured Debt's CCC+ Rating

C O L O M B I A

BANCO DE BOGOTA: Citibank Gives US$200M Loan for Megabanco Buy
BANCOLOMBIA: Fitch Revises Foreign Currency Rating Outlook
BBVA COLOMBIA: Fitch Revises Foreign Currency Rating Outlook

* COLOMBIA: Congress Passes US$6 Int'l Air Ticket Tax

C O S T A   R I C A

* COSTA RICA: Banking Sector First Quarter Profit Up 36.1%

C U B A

* CUBA: Inks Oil Accord with Venezuela's Intevep

D O M I N I C A N   R E P U B L I C

FALCONBRIDGE: To Sell Assets to LionOre Mining for US$650 Mil.

* DOMINICAN REPUBLIC: Chamber of Commerce Wants FTA Implemented
* DOMINICAN REPUBLIC: May Use Natural Gas Instead of Petroleum
* DOMINICAN REPUBLIC: Seeks Membership in Caribbean Dev't Bank

E C U A D O R

PETROECUADOR: Reports US$1.27-Billion Income in Five Months

* ECUADOR: Exporters Accuse Economy Minister of Budget Misuse
* ECUADOR: IDB Provides US$37.1 Mil. for Quito Modernization

M E X I C O

CONSOLIDATED CONTAINER: Equity Deficit Tops US$84.5M at March 31
COPAMEX SA: S&P Affirms BB- Senior Unsecured Currency Ratings
FORD CREDIT: Moody's Reviews Ba2 Rating for Possible Downgrade
MERIDIAN AUTOMOTIVE: Projected Financial Data Underpinning Plan
MERIDIAN: Wants to Enter Into Fee Letters with Potential Lenders

TV AZTECA: SEC Has 90 Days to Finalize Settlement with Company
VITRO SA: Libbey Revises Terms of Debt Offering in Joint Venture

P E R U

SIDERPERU: Sider Corp. to Sell Shares in Company on June 9

P U E R T O   R I C O

HECTOR MORALES: Case Summary & 13 Largest Unsecured Creditors
MUSICLAND HOLDING: Asks Court to Approve Stipulation with LVI

T R I N I D A D   &   T O B A G O

ROYAL CARIBBEAN: Commences US$700-Million Senior Notes Offering
ROYAL CARIBBEAN: Moody's Rates US$700-Mil. Notes at Ba1
ROYAL CARIBBEAN: S&P Rates US$700-Mil. Senior Notes at BBB-

U R U G U A Y

* URUGUAY: Water Firm Mulls US$350M Investment in Infrastructure

V E N E Z U E L A

ARVINMERITOR INC: Moody's Affirms Ba2 Corporate Family Rating
CITGO: New Houston Plant Owner May End Oil Pact with Venezuela
PETROLEOS DE VENEZUELA: Helping Cuba Improve Oil Production



                         - - - - -


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


AEROLINEAS ARGENTINAS: Posts 4% Boost in Number of Passengers
-------------------------------------------------------------
During the first five months of 2006, Aerolineas
Argentinas/Austral transported 103,755 passengers more than the
same period in 2005.  This means that there was a 4% increase in
the number of passengers that traveled on both Companies.

Between January and May 2006, some 2,730,708 traveled on
domestic, regional and international flights.  In the same
period last year, there were 2,627,953 passengers.

In May 2006, the number of passengers increased by 12,797,
arriving at 479,541, from the 466,744 recorded in the same month
last year.  Occupancy Ratio of airplanes also recorded a 13.5%
increase in May 2006 compared to May 2005.

Regarding the amount of passengers transported in the
January/May period, except in March 2005 when there was
significant demand growth, all other months have exceeded last
year's figures.

The figures indicate that the air commerce market in the country
has grown compared to last year, since Aerolineas
Argentinas/Austral are valid references because they operate
over 80% of the air commerce in Argentina.

                        *    *    *

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

                        *    *    *

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


AGROIMPULSO CEREALES: Seeks Court Approval to Restructure Debts
---------------------------------------------------------------
Buenos Aires Court No. 9 is reviewing the merits of Agroimpulso
Cereales S.A.'s petition to reorganize.  La Nacion recalls that
the company filed the petition following cessation of debt
payments on Dec. 21, 2004.  Reorganization will allow the
company to avoid bankruptcy by negotiating a settlement with its
creditors.

Clerk No. 17 assists the court on this case.

The debtor can be reached at:

          Agroimpulso Cereales S.A.
          Tucuman 810
          Buenos Aires, Argentina


ALAM MAQ: Trustee Will Verify Proofs of Claim Until July 21
-----------------------------------------------------------
Marcelo Francisco, the court-appointed trustee for the
bankruptcy case of Alam Maq S.A. has started verifying
creditors' proofs of claim.  The verification phase will end on
July 21, 2006.

La Nacion relates that Buenos Aires' Court No. 17 declared the
Alam Maq bankrupt at the request of PVC Tecncom S.A., which the
company owes US$13,029.22.

Clerk No. 33 assists the court in this case.

The debtor can be reached at:

         Alam Maq S.A.
         A. Einstein 1079
         Buenos Aires, Argentina

The trustee can be reached at:

         Marcelo Francisco
         Uruguay 328
         Buenos Aires, Argentina


ALBERTO M OUBINA: Trustee Won't Validate Claims After July 20
-------------------------------------------------------------
Horacio Fernando Crespo, the trustee appointed by a Buenos Aires
court for the bankruptcy case of Alberto M. Oubina y Cia. S.A.
will not accept claims that are submitted after July 20, 2006,
Infobae reports.  Creditors whose claims are not validated won't
receive 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:

         Horacio Fernando Crespo
         Maipu 464
         Buenos Aires, Argentina


CENTRO MEDICO: Closes Reorganization Proceeding
-----------------------------------------------
The reorganization of Centro Medico Paraguay S.A. has been
concluded.  Data revealed by Infobae on its Web site indicated
that the process was concluded after the Civil and Commercial
Court No. 13 of Buenos Aires, with assistance from Clerk No. 25,
approved the debt agreement signed between the Company and its
creditors.

Creditors of Centro Medico accepted the company's settlement
plan during the informative assembly on Dec. 19, 2005.

Carlos Yacovino was the court-appointed trustee for Centro
Medico.

The debtor can be reached at:

           Centro Medico Paraguay S.A.
           Paraguay 5419
           Buenos Aires, Argentina


COOPERATIVA DE CREDITO: Verification of Claims Ends on June 13
--------------------------------------------------------------
The court-appointed trustee, Eric German Dahlgren, for the
bankruptcy case of Cooperativa de Credito, Consumo, Vivienda,
Servicios Publicos y Turismo La Mejor Cooperativa Limitada will
stop validating creditors proofs of claim on June 13, 2006,
Infobae reports.

Mr. Dahlgren will present the validated claims in court as
individual reports on Aug. 9, 2006.  The trustee will also
submit a general report on the case on Sept. 21, 2006.

A court in Resistencia, Chaco, handles the company's bankruptcy
case.

The debtor can be reached at:

         Cooperativa de Credito, Consumo, Vivienda, Servicios
         Publicos y Turismo La Mejor Cooperativa Limitada
         Fortin Rivadavia 160, Resistencia
         Chaco, Argentina

The trustee can be reached at:

         Eric German Dahlgren
         Avenida Alberdi 484, Resistencia
         Chaco, Argentina


EL PLATA: Verification of Proofs of Claim Ends on July 4
--------------------------------------------------------
Edgardo Adolfo Lucchetti, the court-appointed trustee of El
Plata S.R.L.'s bankruptcy case, will verify proofs of claim
until July 4, 2006.

Infobae relates that the validated claims will be presented in
court as individual reports on Aug. 14, 2006.

A general report that contains an audit of the company's
accounting and banking records will also be submitted in court.
The date of submission is yet to be disclosed.

A Mendoza court handles the El Plata's bankruptcy proceeding.

The trustee can be reached at:

         Edgardo Adolfo Lucchetti
         Santa Cruz 584, Ciudad de Mendoza
         Mendoza, Argentina


FIDEICOMISO XXX: Fitch Arg Puts BB+ Rating on US$2.5-Mil. Debt
--------------------------------------------------------------
Fideicomiso Financiero Consubond XXX's Certificados de
Participacion for US$2,466,800 is rated BB+(arg) by Argentine
arm of Fitch Ratings.


FIDEICOMISO XXXI: Fitch Arg Rates US$2-Million Debt at BB+
----------------------------------------------------------
Fideicomiso Financiero Consubond XXXI's Certificados de
Participacion for US$2,058,000 is rated BB+(arg) by the
Argentine arm of Fitch Ratings.


LABORATORIO HELVETICA: Concludes Reorganization Proceeding
----------------------------------------------------------
The reorganization of Buenos Aires-based Laboratorio Helvetica
S.A. has ended.  Data revealed by Infobae on its Web site
indicated that the restructuring process was concluded after a
Buenos Aires court approved the debt agreement signed between
the Company and its creditors.


MEDICAL BONE: Creditors Must Present Proofs of Claim by Aug. 7
--------------------------------------------------------------
Creditors of bankrupt company Medical Bone S.R.L. are required
to present proofs of their claims to Maria del Carmen Alvarez,
the court-appointed trustee, by Aug. 7, 2006.  Creditors who
fail to submit the required documents will not qualify for any
post-liquidation distributions.

Buenos Aires' Court No. 7 declared Medical Bone bankrupt at the
behest of Fens S.R.L., which the company owes US$5,100.

Clerk No. 13 assists the court on the case.

The debtor can be reached at:

         Medical Bone S.R.L.
         Montevideo 149
         Buenos Aires, Argentina

The trustee can be reached at:

         Maria del Carmen Alvarez
         San Jose 135
         Buenos Aires, Argentina


NEGOCIOS TECNOLOGICOS: Seeks Bankruptcy Protection from Court
-------------------------------------------------------------
Court No. 12 of Buenos Aires' civil and commercial tribunal is
studying Negocios Tecnologicos S.R.L.'s request to enter
bankruptcy protection, La Nacion reports.

The report adds that that the Company filed a "Quiebra
Decretada" petition following cessation of debt payments on
June 5, 2006.

The petition, once approved by the court, will transfer control
of the company's assets to a court-appointed trustee who will
supervise the liquidation proceedings.

The city's Clerk No. 23 assists the court on this case.

The debtor can be reached at:

         Negocios Tecnologicos S.R.L.
         Viamonte 744
         Buenos Aires, Argentina


PINNACLE: To Buy Harrah Entertainment's Assets for US$25 Million
----------------------------------------------------------------
Pinnacle Entertainment, Inc., signed a definitive agreement
under which it will acquire certain Lake Charles, Louisiana
gaming assets of Harrah's Entertainment, Inc. (NYSE: HET).  The
agreement, which formalizes a letter of intent reported on
April 17, also calls for the sale of certain of Pinnacle's
Casino Magic Biloxi assets to a subsidiary of Harrah's
Entertainment.

                  Terms of the Agreement

Under the agreement, Pinnacle will acquire two gaming
subsidiaries of Harrah's, which own two casino boats, related
licenses and permits, and a 263-room hotel.  Harrah's Lake
Charles was severely damaged by Hurricane Rita in September
2005.  Harrah's will acquire Pinnacle's Casino Magic Biloxi site
and certain related assets, and receive an additional payment of
approximately US$25 million from Pinnacle.  Casino Magic Biloxi
has been closed since being struck by Hurricane Katrina on
Aug. 29, 2005, which destroyed the gaming barge and extensively
damaged the hotel complex.  Each company will retain its
insurance claims.

"The purchase of Harrah's Lake Charles will allow us to build on
our success at L'Auberge du Lac, which just marked its first-
year anniversary and is now the state's leading generator of
riverboat gaming revenues," Daniel R. Lee, Chairman and Chief
Executive Officer, said.  "In addition to expanding L'Auberge
with a 250-room hotel project, we plan to add another riverboat
casino in the Lake Charles area.  We are also exploring options
for the other license elsewhere in Louisiana.  We enjoyed being
a part of the Biloxi community for many years and hope to return
to Mississippi at some point in the future."

The definitive agreement is subject to receipt of all required
regulatory approvals, as well as the passage of a local-option
referendum in Lake Charles that the Company anticipates will be
on the ballot in late September.  If those conditions are
satisfied, the transaction is expected to close in the fourth
quarter of 2006.

                      About Harrah's

Founded in 1937, Las Vegas-based Harrahs Entertainment, Inc.
-- http://www.harrahs.com/-- is the world's premier provider of
branded casino entertainment.  The Company owns or manages
through various subsidiaries more than 40 casinos in three
countries, primarily under the Harrah's, Caesars and Horseshoe
brand names.

                      About Pinnacle

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.
(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates
casinos in Nevada, Louisiana, Indiana and Argentina, owns a
hotel in Missouri, receives lease income from two card club
casinos in the Los Angeles metropolitan area, has been licensed
to operate a small casino in the Bahamas, and owns a casino site
and has significant insurance claims related to a hurricane-
damaged casino previously operated in Biloxi, Mississippi.
Pinnacle opened a major casino resort in Lake Charles,
Louisiana, in May 2005 and a new replacement casino in Neuquen,
Argentina, in July 2005.

                        *    *    *

As reported in the Troubled Company Reporter on May 24, 2006,
Standard & Poor's Ratings Services revised its CreditWatch
implications on Las Vegas-based casino owner and operator
Pinnacle Entertainment Inc. to positive from negative.

As reported in the Troubled Company Reporter on March 20, 2006,
Moody's Investors Service placed the ratings of Pinnacle
Entertainment, Inc. on review for possible upgrade.  Pinnacle
ratings affected include its B2 corporate family rating, B1
senior secured bank loan rating, and Caa1 senior subordinated
debt rating.

As reported in the Troubled Company Reporter on Mar. 15, 2006,
Fitch Ratings has placed the ratings of Pinnacle Entertainment
on Rating Watch Negative.  The ratings affected include 'B'
issuer default rating; 'BB/RR1' senior secured credit facility
rating; and 'CCC+/RR6' senior subordinated note rating.


REPSOL YPF: Invests ARS765,000 in Lujan de Cuyo Plant Upgrade
-------------------------------------------------------------
Repsol YPF said in a statement that it invested ARS765,000 to
modernize security and fire safety equipment in its Lujan de
Cuyo refinery in Mendoza, Argentina.

Business News Americas relates that with the investment, the
company will buy two new fire engines to be used for small
emergencies.

The refinery has an annual oil processing capacity of 6.4
million cubic meters, about 18% of Argentina's total refining
capacity.

                        *    *    *

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

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


REPSOL YPF: Considers Importing Diesel Due to Lack of Fuel
----------------------------------------------------------
A Repsol YPF official told Dow Jones Newswires that the company
is seeking to import diesel due to fuel shortages in Argentina.

According to Dow Jones, the official said that the company has
decided to import diesel but the amount of diesel as well as the
date of the delivery is not yet determined.  The company is
still looking for a supplier.

Dow Jones relates that Repsol said that its filling stations
have plenty of diesel and that they have received no complaints
from Northern Argentina.  The spokesman said that the shortage
has eased this week.

Repsol disclosed its decision after major oil firms selling
diesel in Argentina were called in late last week to explain
their plans to Guillermo Moreno, the government's new price and
supply negotiator, Dow Jones states.  The decision also follows
Brazil's Petroleo Brasileiro's announcement of shipping extra
20,000 cubic meters of diesel to Argentina.

The shortage on diesel was made worse near the border with
Brazil and Paraguay by foreigners who enter Argentina to take
advantage of the cheap Argentine pump prices, Dow Jones says.

The government is mulling a restriction of fuel sales to
foreign-tagged vehicles to try to reduce cross-border buying,
Dow Jones reports.

                        *    *    *

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

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


TRINETCO SRL: Asks Court Approval to Enter Into Bankruptcy
----------------------------------------------------------
Trinetco S.R.L., a company operating in Buenos Aires, has
requested to enter into bankruptcy protection after failing to
pay its debts since April 2006.

The bankruptcy petition, once approved by the court, will
transfer control of the Company's assets to a court-appointed
trustee who will supervise the liquidation proceedings

The case is pending before Buenos Aires Court No. 21. with
assistance from Clerk No. 42.

The debtor can be reached at:

           Trinetco S.R.L.
           Viamonte 1702
           Buenos Aires, Argentina


YPF SOCIEDAD: Moody's Ups Foreign Currency Corp. Rating to B2
-------------------------------------------------------------
Moody's Investors Service upgraded this rating of YPF Sociedad
Anonima under the revised foreign currency ceilings:

   -- Foreign Currency Corporate Family Rating: to B2 from B3;
       Outlook remains Negative.

These five ratings are affirmed:

   -- Issuer Rating (domestic currency): Baa2/NEG;

   -- Senior Unsecured Rating (foreign currency): Ba2/NEG;

   -- Senior Unsecured Rating MTN (foreign currency): Ba2/NEG;

   -- Senior Secured Shelf Rating (foreign currency):
      (P)Ba2/NEG; and

   -- Senior Unsecured Shelf Rating (foreign
      currency):(P)Ba2/NEG.

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

The Foreign Currency Corporate Family Rating of YPF remains
constrained by the new country ceiling B2 of Argentina.  YPF is
an Argentine subsidiary of Repsol YPF S.A. in Spain (Baa1 Issuer
Rating/Outlook Negative)




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


ANDREW CORP: Inks Merger Agreement with ADC Telecommunications
--------------------------------------------------------------
Andrew Corp. and ADC Telecommunications Inc. entered into a
definitive merger agreement to fuse their wireline and wireless
network infrastructure technology.  The transaction, which was
approved by the boards of directors of both companies, will
build upon the complementary strengths of each company to create
significant growth opportunities and global economies of scale
to expand earnings.

For the most recent reported twelve months as of May 31, 2006,
combined sales for the two companies on a pro forma basis
totaled approximately US$3.3 billion.  The proposed business
combination remains subject to shareholder and regulatory
approvals.

           Strategic Combination of ADC and Andrew

The wireline and wireless markets for next-generation broadband,
video, data and voice services are rapidly expanding and have
strong growth potential.  Carriers in every part of the world
are upgrading their networks to expand high-speed data and video
offerings.  These trends hold significant promise for the
strategic combination of ADC and Andrew.

"Today we are announcing plans for a promising new growth stage
for our two great companies," Robert E. Switz, president and
chief executive officer of ADC, said.  "With this strategic
combination, we will be a world leader in communications network
infrastructure products and services.  The strategic,
operational and financial synergies of our two strong companies
create a significant opportunity to grow value for our
customers, shareholders and employees."

Mr. Switz will be president and CEO of the combined company
after closing.

"With accelerating globalization and consolidation among
telecommunications service providers and communications
equipment suppliers, now is the right time for ADC and Andrew to
join forces and grow value as a world leader in network
infrastructure solutions," said Ralph E. Faison, president and
CEO of Andrew.  "As we join ADC's leadership position in
wireline connectivity solutions and Andrew's leadership position
in wireless infrastructure solutions, ADC and Andrew will have a
substantially greater global presence, customer base, economies
of scale, product breadth, innovation ability and financial
strength.  The synergies that we expect to create will enable us
to better serve our converging customer base worldwide as their
wireline and wireless networks deliver high-speed, any-content,
anywhere communications services."  Mr. Faison will serve as a
consultant to the combined company to facilitate an efficient
transition.

              Strengths of a Combined Company

As a combined company, ADC and Andrew will be a leader in
wireline and wireless infrastructure solutions with strong
global market presence and customer relationships.  The
strengths of the combined company include:

   * broad-based connectivity solutions for copper, coaxial,
     fiber, radio frequency, broadcast and enterprise networks,
     combined with broad-based wireless solutions for antennas,
     cable products, base station subsystems, in-building and
     distributed coverage, geolocation systems and satellite
     communications;

   * approximately US$3.3 billion in sales (on a pro forma basis
     for the trailing twelve months) into more than 140
     countries comprised of approximately 23% to wireline
     customers, 44% to wireless customers, 6% to enterprise
     customers, 24% to original equipment manufacturers and 3%
     to other customers.  The combined customer base currently
     includes nearly all major wireline and wireless service
     providers in the world, as well as many of the world's
     largest communications OEMs, and large corporate,
     government and education enterprises;

   * geographic sales distribution (on a pro forma basis for the
     trailing twelve months) of approximately 53% in the United
     States & Canada, 29% in Europe, Middle East and Africa, 11%
     in Asia-Pacific and 7% in Latin America;

   * approximately 20,000 employees worldwide of which
     approximately 37% are in the United States & Canada, 22%
     are in Europe, Middle East and Africa, 25% are in Asia-
     Pacific and 16% in Latin America;

   * facilities around the world including locations in 35
     countries;

   * strong research and development efforts and a significant
     portfolio of U.S. and foreign patents on wireline and
     wireless infrastructure solutions.

                   Transaction Overview

The strategic business combination is structured as a stock-for-
stock merger with Andrew becoming a wholly owned subsidiary of
ADC.  The transaction is expected to qualify as a tax-free
reorganization.  Under the terms of the agreement, Andrew
shareholders will receive 0.57 of an ADC common share for each
common share of Andrew they hold.  Upon completion of the
transaction, ADC shareholders will own approximately 56% of the
combined company and Andrew shareholders will own approximately
44% of the combined company.  ADC will assume all debt of Andrew
and Andrew's convertible notes will become convertible into ADC
shares.

"We are committed to moving forward quickly and aggressively
after closing to combine our operations and integrate our
corporate cultures.  We will be focused on capturing the full
benefits of this combination for our customers, shareholders and
employees," Mr. Switz said.

Post closing, the transaction is expected to be non-dilutive to
earnings per share in the first year of the combined company and
accretive thereafter, excluding purchase accounting adjustments
and other acquisition-related expenses.  ADC and Andrew have
estimated that synergies will generate additional annual pre-tax
earnings of US$70 million to US$80 million in the third year
after closing the transaction.

The combined company will be based at ADC's world headquarters
in Minnesota with ADC's John A. Blanchard continuing as non-
executive chairman, and ADC's Robert E. Switz continuing as its
president and CEO.  The board of directors of the combined
company will be composed of 12 members of which eight will be
current ADC directors, including Blanchard and Switz, and four
will be current Andrew directors.  Key members of the management
team from both companies will comprise the management team of
the combined company after closing.  The name of the combined
company will be ADC Andrew.

The merger is subject to customary regulatory and governmental
reviews in the United States and elsewhere, as well as the
approval by shareholders of both companies and other customary
conditions to closing.  Assuming there is not a significant
delay in obtaining the required approvals, the transaction is
expected to be completed in four to six months.  Until the
merger is completed, both companies will continue to operate
their businesses independently.

               Financial and Legal Advisors

Credit Suisse Securities (USA) LLC acted as the primary
financial advisor to ADC and Dresdner Kleinwort Wasserstein
Securities LLC provided a fairness opinion to ADC.  Dorsey &
Whitney LLP served as ADC's primary outside legal counsel.
Citigroup Corporate and Investment Banking acted as the primary
financial advisor to Andrew with additional assistance from
Lehman Brothers, Inc., and Merrill Lynch provided a fairness
opinion to Andrew.  Mayer, Brown, Rowe & Maw LLP served as
Andrew's primary outside legal counsel.

                      About ADC

Based in Minneapolis, Minnesota, ADC Telecommunications Inc.
-- http://www.adc.com/-- provides the connections for wireline,
wireless, cable, broadcast, and enterprise networks around the
world. ADC's innovative network infrastructure equipment and
professional services enable high-speed Internet, data, video,
and voice services to residential, business and mobile
subscribers.  ADC (NASDAQ: ADCT) has sales into more than 140
countries.

                     About Andrew

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ: ANDW) -- http://www.andrew.com/-- designs,
manufactures and delivers innovative and essential equipment and
solutions for the global communications infrastructure market.
The company serves operators and original equipment
manufacturers from facilities in 35 countries including, among
others, these Latin American countries: Argentina, Bahamas,
Belize, Barbados and Bermuda.  Andrew is an S&P 500 company
founded
in 1937.

                        *    *    *

As reported in the Troubled Company Reporter on June 2, 2006,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and other ratings on Andrew Corp. on CreditWatch
with positive implications.  The CreditWatch listing followed
the announcement that the company has agreed to be acquired by
unrated ADC Telecommunications Inc., in a transaction expected
to close in four to six months.




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


DIGICEL LTD: Cheryl Packwood Leaving Company by Month's End
-----------------------------------------------------------
The Royal Gazette reports that Cheryl Packwood has resigned as
general manager of Digicel Ltd. and will be leaving the company
at the end of June.

Ms. Packwood joined Cingular Wireless in January 2005, before it
was acquired by Digicel.  Prior to joining Cingular, Ms.
Packwood served as the general manager of corporate services for
the Bermuda Monetary Authority, the Gazette relates.

"I am leaving with both a great sense of pride and
accomplishment," Ms. Packwood was quoted by the Gazette as
saying.  "I am proud of our strong team and in the past year we
launched Digicel pre-paid and introduced numerous products and
services for our customers. I wish the employees of Digicel all
the best. They're great people to be with."

Charlie Marshall, local Digicel owner said: "I am very sad to
see her go.  She provided great leadership and I have seen
tremendous growth under her tenure."

Denis O'Brien, chairman of Digicel, said: "Cheryl Packwood will
be greatly missed.  She was instrumental in launching Digicel in
Bermuda and has successfully orchestrated the expansion of the
company. On behalf of the board I wish her every success in the
future."

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

                        *    *    *

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


GLOBAL CROSSING: IP Network Primed to Support Traffic Growth
------------------------------------------------------------
Global Crossing has more than quadrupled the capacity of its
global IP network backbone to support the growing customer
demand for bandwidth-intensive applications and converged IP
services.  It has implemented a core network architecture that
has more than quadrupled its PoP-to-PoP core capacity capability
to multiple 10-Gbps speeds, while providing a Terabit-capable
hub that enables an on-demand migration path for speeds up to
OC-768.

"We're responding to the market shift toward services that give
customers an enhanced experience -- services such as video
streaming, music and video downloads, IP-TV and other large
applications," said John Legere, Global Crossing's chief
executive officer.  "Our IP Supercore platform enables us to
meet today's explosive demands for more bandwidth and future
applications.  Our overall IP traffic, which includes sustained
growth for our converge IP services like VoIP, IP VPN and IP
video, carried on our global IP backbone increased 65 percent
last year, far outpacing the industry average."

As a leading enabler of IP convergence, Global Crossing has
accelerated the ramp of converged IP services.  In the first
quarter of 2006, it recorded a 280 percent year-over-year growth
in IP VPN traffic, driven by an increasing number of customers
using a converged IP solution for multiple applications,
including VoIP, IP video and data.

According to TeleGeography Research, the rate of growth for
global IP traffic at an industry level increased 49 percent
between 2004 and 2005.  Global Crossing experienced IP traffic
growth of 65 percent on its global IP backbone in 2005.  The
pace continued to accelerate during the first quarter of 2006 as
the company recorded its fastest growth in a single quarter
since 2003.

"We're observing increasing demand for IP-based applications in
the global telecommunications market," stated Alan Mauldin,
senior analyst at TeleGeography Research.  "Global Crossing's IP
Supercore network upgrade is evidence that the company is
investing in IP core infrastructure to meet this increasing
demand."

The IP Supercore platform enables Global Crossing to meet the
rise in demand for 10-Gigabit Ethernet services from its carrier
and enterprise customers.  As part of its enhanced
infrastructure, Global Crossing is supplementing the core
functionality of its MPLS-network backbone with Juniper Networks
T-640 routing platforms.  Immediate benefits to customers
include a core architecture that can significantly expand beyond
10-Gbps capacity without the delays caused by forklift upgrades.
Customers can be confident that Global Crossing's core
infrastructure will accommodate not only their immediate high-
capacity needs, but future growth on a global basis.

"We're increasing our IP backbone capacity and functionality to
meet our enterprise and carrier customers' needs," explained Dan
Enright, Global Crossing's executive vice president global
operations.  "Our IP Supercore platform gives us high-
performance, 10-Gbps capability, which supports our customers'
growing appetite for delivery of bandwidth-intensive IP
applications."

Global Crossing's advanced fiber-optic MPLS-te network is the
platform of choice for converged IP services including Voice
over Internet Protocol, Internet Protocol Virtual Private
Network and IP video.  The company's suite of solutions is
designed to meet the exacting performance and reliability
requirements of its customers and partners around the world.

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

                   About Global Crossing

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

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


GLOBAL CROSSING: Launches VoIP Integrity Service
------------------------------------------------
Global Crossing launched its VoIP Integrity Service, a real-
time visibility and reporting service, as the latest addition to
its portfolio of Application Performance Management services.
Global Crossing VoIP Integrity Service(TM) provides key
performance reporting and indicators, including per-call Mean
Opinion Score metrics, in addition to the standard features of
Global Crossing Network Integrity and Global Crossing
Application Integrity Services.

Global Crossing VoIP Integrity service empowers enterprise
network managers to optimize VoIP network design and utilization
through end-to-end, real-time performance monitoring, robust
trouble shooting and one-second increment data gathering.

"Converged IP networks require high levels of transparency, end-
to-end monitoring and end-to-end management to achieve
consistent reliability and quality for real-time applications,"
said Anthony Christie, Global Crossing's chief marketing
officer.  "By gaining such a high degree of visibility into and
control over their VoIP network performance, enterprise network
managers can maximize the productivity of their organization and
achieve lower total- cost-of-ownership efficiencies."

VoIP Integrity performance reporting is a tool for enterprise
network managers to proactively design and troubleshoot their
entire network and or individual locations for optimal quality.
Reports provide information on VoIP call quality distribution
for a selected site over a specified period of time, identify
the top 20 sites with the highest number of VoIP call flows, and
highlight the worst performing sites based on call quality for
the selected time period.  Network managers have real-time
visibility into network and applications performance, enabling
them to identify potential performance issues before they lead
to service interruptions.

"Global Crossing VoIP Integrity Service demonstrates Global
Crossing's commitment to enhancing its position on the leading
edge of VoIP services," stated Brian Washburn, principal analyst
at Current Analysis.  "This latest Global Crossing VoIP
capability enables enterprises to exercise greater monitoring
capability and control over their voice network while realizing
the efficiencies of IP technology."

"VoIP Integrity Service is built with the Visual UpTime Select
VoIP module from Fluke Networks. By adding the newly released
VoIP module into their existing Application Performance
Management portfolio, Global Crossing becomes the first carrier
anywhere to offer such market-leading functionality," said Steve
Hindman, vice president for carrier channels at Fluke Networks.
"Global Crossing's APM customers will have the ability to view
per-call MOS data for VoIP conversations on their MPLS network,
and then to intelligently troubleshoot any problem calls."

Global Crossing's APM services enable enterprises to proactively
manage the performance of any networked application, such as:

   -- VoIP,
   -- video,
   -- customer relationship management,
   -- enterprise resource planning or e-mail.

APM services increase application and network availability,
optimize the use of network bandwidth and reduce operating costs
across traditional and converged IP-based infrastructures.

Global Crossing Applications Performance Management Services are
now available worldwide as part of Global Crossing's Managed
Solutions portfolio.  The portfolio includes four services:

   -- Global Crossing Managed Network Services(TM),
   -- Global Crossing Managed Security Services(TM),
   -- Global Crossing Managed VoIP Services(TM) and
   -- Global Crossing Managed Video Services(TM).

                  About Global Crossing

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

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


QUANTA CAPITAL: A.M. Best Downgrades and Withdraws Ratings
----------------------------------------------------------
A.M. Best Co. downgraded the financial strength ratings to B
from B++ and the issuer credit ratings to "bb" from "bbb" for
the insurance/reinsurance subsidiaries of Quanta Capital
Holdings Ltd.  These rating actions apply to Quanta Reinsurance
Ltd., its subsidiaries and Quanta Europe Ltd.  A.M. Best has
also downgraded Quanta's ICR to "b" from "bb" and the securities
rating to "ccc" from "b+" for its US$75 million 10.25% Series A
non-cumulative perpetual preferred shares.  All ratings have
been removed from under review with negative implications and
assigned a negative outlook.

Subsequently, all ratings of Quanta will be withdrawn and the
FSRs will be assigned a rating of NR-4 in response to
management's request that Quanta be removed from A.M. Best's
interactive rating process.

A.M. Best maintained a conservative view in evaluating the
group's run-off given the potential for catastrophe and non-
catastrophe related adverse reserve development, exposure to
potential 2006 catastrophes due to the risk attaching nature of
the remaining reinsurance business and execution risk with
regard to dismantling the existing infrastructure.

These rating actions follow A.M. Best's previous downgrading of
Quanta's ratings on March 2, 2006 after Quanta reported a
significant fourth-quarter 2005 net loss.

The FSRs of B++ and the ICRs of "bbb" have been downgraded to B
and "bb", respectively, for the following insurance/reinsurance
subsidiaries of Quanta Capital Holdings Ltd.:

   -- Quanta Reinsurance Ltd.,
   -- Quanta Europe Ltd.,
   -- Quanta Indemnity Company,
   -- Quanta Reinsurance U.S. Ltd., and
   -- Quanta Specialty Lines Insurance Company.

The ICR of "bb" has been downgraded to "b" for Quanta Capital
Holdings Ltd.

This securities' rating has been downgraded:

   Quanta Capital Holdings Ltd.

      -- to "ccc" from "b+" on US$75 million 10.25% Series A
         non-cumulative perpetual preferred shares.

Subsequently, all the above ratings will be withdrawn.




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


BANCO MERCANTIL: Moody's Rates Financial Strength Rating at E+
--------------------------------------------------------------
Moody's Investors Service assigned a bank financial strength
rating of E+ to Banco Mercantil do Brasil S.A.  Moody's also
assigned long- and short-term global local- and foreign-currency
deposit ratings of B1 and Not Prime.  In addition, Moody's
assigned long-term Baa2.br and short-term BR-2 Brazilian
national scale deposit ratings to BMB.  The outlook on all of
these ratings is stable.

Moody's E+ bank financial strength rating for BMB reflects the
bank's good regional core funding, which compares favorably to
other niche players' and is in line with levels reported by
larger banks within BMB's main market.  The bank's regional
franchise ensures access to a diversified and reasonably stable
funding source and to a loyal client base.  Both benefit the
bank's net interest margin and fee-generation ability.  Moody's
also said that BMB's business focus as a middle market and
consumer lender is reflected in the granular, short-term nature
of its loan portfolio.

The rating agency noted, however, that BMB's ratings are
constrained by the bank's relatively poor asset quality and by
its lower-than-peer average profitability.  Despite generating
core earnings that compare well with those of its peers, BMB's
profitability is affected by high provisioning costs -- an
indication of its higher-risk niche markets -- that absorb more
than two thirds of the bank's core earnings.  Moreover, BMB's
modest profitability is partially a function of its
overextensive branch network -- one that suggests the need for
additional scale, even though its wide reach supports the bank's
good core funding.

Moody's believes management is challenged to enhance earnings
generation within its target market, thus minimizing the effects
of intensifying competition.  BMB also faces the need to deepen
its portfolio by adding good quality loans within a somewhat
constrained capital structure.  Loan expansion efforts and an
increase in cross-selling should translate into better
profitability and asset quality. Sustainable improvements in
both these measures could potentially translate into a BFSR
upgrade.  Conversely, negative rating pressure could emerge if
profitability were to decline, which would weaken the bank's
financial flexibility and capital growth.  Ratings would also be
challenged by a substantial deterioration in credit quality,
which could ultimately have an impact on its capital, the rating
agency says.

Moody's B1 global local currency deposit rating incorporates the
likely support BMB would receive from its main shareholders, the
Ara£jo family.  However, because of BMB's relatively minor
footprint in Brazil's deposit market, Moody's incorporates a
very low probability of regulatory support into the bank's
deposit ratings in local currency.

Banco Mercantil do Brasil S.A. is headquartered in Belo
Horizonte, Minas Gerais, Brazil.  As of December 2005, the bank
had total assets of BRL4.7 billion or US$2 billion and equity of
BRL472 million or US$202 million.

These five ratings were assigned:

   -- Bank Financial Strength Rating: E+ with stable outlook,

   -- Long-term Global Local-Currency Deposit Rating: B1,

   -- Short-term Global Local-Currency Deposit Rating: Not Prime
      with stable outlook,

   -- Long-term Foreign Currency Deposit Rating: B1

   -- Short-term Foreign Currency Deposit Rating: Not Prime
      with stable outlook,

   -- Long-term National Scale Deposit Rating: Baa2.br and

   -- Short-term National Scale Deposit Rating: BR-2 with
      stable outlook.


BANCO NACIONAL: Provides Bigger Funds to Northeastern Brazil
------------------------------------------------------------
Brazil's Northeast region has been receiving an increasing share
in Banco Nacional de Desenvolvimento Economico e Social aka
BNDES.  In 2005, total releases from the Bank's financings
increased 18% as compared to previous year, while for the
Northeast such growth was 39%.  This means that BNDES
disbursements in support of investment projects for the
Northeast went from BRL2.7 billion in 2004 to BRL3.8 billion in
2005.

The president of BNDES, Demian Fiocca, presented these results
during a lecture on June 1, 2006, at the Federation of
Industries of the State of Ceara.

According to Pres. Fiocca, that growth rhythm remains in 2006.
In the first four months of current year, the Northeast presence
in the Bank's total disbursements reached 10%, exceeding the 8%
in same period of last year.  In the first four months of 2006,
BNDES's total disbursements amounted to BRL10.6 billion, of
which:

   -- 46% went to industry;
   -- 36% to infrastructure;
   -- 11% to farming; and
   -- 7% to trading and services.

Such tendency is also confirmed in approvals of projects by
BNDES in the Northeast, which grew 107% in the period 2001/2005,
at a yearly average of 20%.

To demonstrate BNDES's financing power, Mr. Fiocca reminded that
the Bank's disbursement volume exceeds those of multilateral
bodies. BNDES's releases reached the equivalent to US$13.7
billion in 2004, while at the Interamerican Development Bank
they amounted to US$3.8 billion, and at the World Bank they
reached US$10 billion.

In his lecture to businessmen from the State of Ceara, the
president of BNDES highlighted the effects of BNDES financings
on employment generation.  "The enterprises supported by BNDES
present a higher formal employment increase (26%) than those
non-supported.  Such employment effect is still stronger in
smaller enterprises (29%)", concluded Mr. Fiocca.

Pres. Fiocca also highlighted the new Bank's Operating Policy,
which increased BNDES participation in projects performed in the
Northeast. He mentioned particularly the specific financing
lines of the Competitive Northeast Program and the Regional
Dynamism Program or PDR. BNDES also operates in financing the
Local Productive Arrangements, an agglomeration of productive
chains.  The APLs portfolio of projects amounts to BRL121
million, with a total of 81 operations in the sectors of honey,
fruits, fish, milk, manioc and cachaca.  Just in the Northeast,
APLs involve 20 operations in a total amount of BRL21.7 million.

                        *    *    *

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.


BERTIN LTDA: Moody's Affirms Low B Corp. Family & Debt Ratings
--------------------------------------------------------------
Moody's affirmed Bertin's global local currency corporate family
rating at Ba3 and the company's foreign-currency senior
unsecured debt rating at B1, but changed the outlook to negative
from stable.  The change in outlook was prompted by the increase
in the company's growth investment program that will result in
significantly

   -- higher capital expenditures,
   -- higher debt levels and
   -- a slower improvement in key credit metrics

than Moody's had anticipated when it assigned ratings to Bertin
in July 2005.  Additionally, Moody's believes that Bertin faces
execution risk given the high level of capital expenditures
planned for the next few years and its diversification into
activities outside of the company's core business.

Bertin's Ba3 global local currency rating takes into account the
key rating factors cited in Moody's Rating Methodology for
Natural Products Processors.  Bertin's current Ba3 rating and
its negative outlook balance the company's shareholder-oriented
financial policy that scores at the Ba level against credit
metrics that are single-B, its volume and earnings growth that
are Aaa, and a variety of other qualitative factors that score
at the Baa level.  Concerns about corporate governance and the
execution and financial risks involved in the company's
aggressive growth strategy are also key drivers of the Ba3
rating and negative outlook.

These seven ratings factors in order of importance are key
drivers to Bertin's rating:

   Factor 6 -- Financial Strategy and Metrics

   -- Moody's assesses Bertin's financial strategy in line
      with its Ba3 rating where strategic acquisitions and
      high level of investments are a key part of the company's
      growth strategy.  Additionally, the rating agency expects
      Bertin to continue to take a very shareholder-oriented
      approach to dividend policy by paying the maximum amount
      of dividends permitted under the indenture for its senior
      unsecured notes (50% of net income) despite its
      significant growth capital expenditures which will likely
      exceed free cash flow.

      In terms of key ratios, Bertin's overall historic key
      credit metrics map to a B1 rating and are therefore
      considered weak for its rating category. The company's
      significantly higher interest expense than its global
      peers and negative free cash flow generation due to its
      high level of investments in capacity for future growth
      result in FCF/Debt and EBIT/Interest ratios that score at
      the Caa and B rating levels respectively.

   Factor 1 -- Size, Scale and Diversification

   -- With approximately US$1.5 billion of net revenues, Bertin
      is the largest exporter in the bovine chain and the second
      largest beef processor in Brazil, but significantly
      smaller when compared to its global protein processor
      peers such as Tyson, Smithfield, Pilgrim's Pride and Swift
      & Co. or Sadia, in Brazil.  Moody's views Bertin as
      operating in four broad segments

         -- fresh beef,

         -- processed beef (fresh and processed together for 64%
            of net revenues),

         -- leather (19% of net revenues), and

         -- other products, derived from its slaughterhouse by-
            products, which include its dog toy, hygiene and
            cleaning, and personal protective equipment units.

     While diversification can help to mitigate earnings
     volatility, Moody's is concerned that the degree of
     diversification at Bertin, which involves businesses
     beyond its core competencies, could stretch its
     operational, financial and managerial resources.  With
     approximately 52% of Bertin's gross sales deriving from
     exports to a wide range of countries and regions of the
     world, Bertin is a worldwide player, but with close to
     half of its total revenues derived from emerging or
     developing markets which cause it to obtain a Ba rating
     in terms of geographic diversification.  At the same
     time, the company's significant percentage of sales
     derived from its fresh beef exports could represent a
     risk for Bertin if currently importing countries were to
     impose sanitary barriers on Brazilian beef exports due to
     an animal disease outbreak such as foot and mouth disease.
     This risk is however mitigated to a large extent by
     Brazil's emergence as the leading beef exporting country in
     the world with sustainable fundamentals and Bertin's
     ability to export from different states in Brazil.  The
     company's main raw material, cattle, is concentrated in
     Brazil leading to is Caa rating in terms of geographic
     diversification of its raw materials.  Moody's notes,
     however, that Bertin's has operations in different regions
     of the country and from a geographically diversified
     supplier base which have enabled the company to continue
     exporting during the latest FMD crisis.

   Factor 2 -- Franchise Strength and Growth Potential

   -- Bertin obtains a B in terms of market share since it
      competes against larger players in both its beef and
      leather export markets, where it is usually not a number
      one or two world player.  However, the company is a number
      one or two player in narrower segments such as leather,
      processed beef, personal protective equipment and dog
      toys.

      The emergence of Brazil as the leading exporter of beef
      and second largest processor of leather in the world
      combined with Bertin's strong market position with a
      competitive cost position in these segments enabled the
      company to experience significantly higher organic volume
      growth than its international peers leading to Bertin's
      Aaa rating under this sub-factor.  However, Moody's
      evaluation in this area is tempered by the risks
      associated in executing Bertin's aggressive growth rate
      and the extent to which its capital expenditures exceed
      free cash flow.

      Moody's views Bertin's portfolio of products in the Ba
      category where most of the company's revenues are still
      derived from largely commoditized products with few
      well-known brands in its cleaning and hygiene
      (Ox and Brisa) and its personal protective equipment
      divisions (Bracol) that together account for
      approximately 10% of the company's total revenues.

   Factor 5 - Liquidity under stress

   -- Moody's notes Bertin's highly liquid balance sheet based
      on its substantial cash and short-term investment
      balance, which at the end of December 31st, 2005 amounted
      to over BRL750 million or US$335 million and which
      offsets to some extent the absence of a committed
      significant bank facility, which is viewed as a
      significant credit negative.  Additionally, Moody's views
      as a credit positive Bertin's adoption of a more prudent
      liquidity policy upsizing the minimum cash reserve for
      liquidity purposes from BRL200 million to BRL500 million,
      which even despite a 25% haircut should allow a greater
      than 30% cushion above the company's peak working capital
      needs, placing it in the Baa category overall in terms of
      this factor.

   Factor 4 -- Cost Efficiency & Profitability

   -- Bertin scores in the Baa range on this factor largely
      reflecting its competitive advantages in relation to lower
      labor, transport, and land costs, and the fact that its
      cattle is grass-fed (as opposed to confined) which limits
      Bertin's exposure to high and volatile feed costs.
      Bertin's three-year average EBITA margin was 8% and its
      return on average assets was slightly above 10%, which is
      higher than its international peers but more in line with
      its Brazilian peers that enjoy similar competitive cost-
      structure.

   Factor 3 -- Earnings Volatility

   -- Bertin's earning and cash flow are subject to the normal
      volatility of companies in this sector due to its main
      input cost being a commodity (cattle), with price
      fluctuations that are outside the company's control.
      Furthermore, due to the company's export profile, Bertin
      Is also subject to foreign exchange effects.  The company
      has, however, implemented over the past few years an
      approach to risk management with hedging policies to
      mitigate the impact from commodity input price and foreign
      exchange movements.  More importantly for this factor, the
      positive fundamentals supporting Brazilian beef exports
      and Bertin's strong double-digit revenues growth over the
      past years, has enabled its earnings, as measured by
      EBITA, to experience no drop in the last five years and
      hence scoring an Aaa on this factor.  Moody's notes,
      however, that the degree of Bertin's involvement in non-
      core businesses and the execution risk associated with its
      overall growth rate could result in greater earnings
      volatility in the future.

   Corporate Governance

   -- Moody's views Bertin's privately-held and family-owned
      status of the company as a factor in the company's
      generally weak corporate governance practices.  As a
      privately-held limited company, Bertin is not subject to
      most of the corporate governance and financial reporting
      practices of a publicly-traded company.  Moody's notes,
      however, that the company is currently taking steps with
      one of the largest consulting companies in the world to
      improve its corporate governance standards.

      The negative outlook on Bertin's ratings reflects Moody's
      concerns about the execution risk and weaker debt
      protection metrics resulting largely from the company's
      plans for higher than anticipated capital expenditure over
      the next few years.

Bertin's ratings would likely be downgraded if its growth
strategy, including planned capital expenditures and execution
challenges, results in a significantly slower pace of
improvement in its credit metrics such that FFO/Adjusted Net
Debt drops below 15% or Adjusted Net Debt/EBITDA is greater than
4.0 x at the end of 2006.

Bertin's outlook could return to stable if the company can
successfully deliver on its growth strategy and substantially
improve its earnings and revenues mix into higher value-added
products, combined with overall improved key credit metrics on a
sustainable basis in the higher range of the Ba category level
in our rating methodology.  More specifically, a return to a
stable outlook would require the company's FFO/Net Debt (only
netting the amount above the company's established liquidity
cushion) to be in the 18% - 22% range and Adjusted Net
Debt/EBITDA to be consistently in the 3.0 -- 4.0x range (4.3x at
the end of 2005).

Moody's affirmed these two ratings:

   -- US$120 million senior unsecured notes, due 2008: B1 and
   -- Global Local Currency Scale Corporate family rating: Ba3.

Bertin Ltda., headquartered in Sao Paulo, Brazil, is one of the
largest beef processing and leather exporting companies in Latin
America.  In addition, the company owns and operates other
facilities to produce cleaning products, personal protective
equipment, dog toys, cans and packaging materials using by-
products of its slaughterhouses.


COMPANHIA VALE: Settles Pellet Prices with Arcelor & Nucor
----------------------------------------------------------
Companhia Vale do Rio Doce aka CVRD concluded the negotiations
for the 2006 direct reduction or DR pellets price with Acindar
aka Industria Argentina de Aceros SA -- a subsidiary of Arcelor,
the largest steelmaker in Europe and South America -- and NU-
Iron Unlimited aka NU-iron, a subsidiary of Nucor Corporation, a
leading North American steelmaker.

CVRD and Acindar agreed on a 3% price reduction for Tubarao DR
pellets relatively to the 2005 price.  At the same time, CVRD
and NU-Iron agreed on a 3% price decrease for Tubarao and Sao
Luis DR pellets.

CVRD reinforces its long-term commitment with its clients,
investing a significant amount of resources, despite of rising
investment costs, in the production and logistics of iron ore
and pellets.

CVRD capex budget for 2006 allocated US$2.1 billion to
investments in the ferrous minerals division.

Currently, CVRD is developing seven projects for iron ore and
pellet production capacity expansion, which will come on stream
between 2006 and 2008.

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 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 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'.


PETROLEO BRASILEIRO: Incorporation of Petroquisa Shares Approved
----------------------------------------------------------------
Petroleo Brasileiro S.A. or Petrobras and Petrobras Quimica S.A
aka Petroquisa disclosed that on June 1, 2006, their board of
directors approved the incorporation of Petroquisa's shares by
Petrobras under the Reratification of the Protocol and
Justification of the operation for the incorporation of shares
signed between the two companies.

For the purposes of implementing the operation, the ratio for
the exchange of shares is based on the book value of both
companies as of December 31 2005, whereby 4.496 preferred shares
issued by Petrobras will be attributed to each round lot of
1,000 common or preferred shares issued by Petroquisa.

The preferred shares of Petrobras, issued in favor of the
shareholders of Petroquisa will be entitled to all the rights
pursuant to the Petrobras' corporate bylaws with respect to the
shares of the same type, and their holders shall enjoy full
rights to any dividends or interest on shareholders' equity that
may be declared by Petrobras as from June 1, 2006.

Rights of withdrawal are granted to the shareholders that hold
the common shares of Petrobras and those that hold common and
preferred shares of Petroquisa on April 17, 2006, the date of
publication of the first announcement of a with respect to the
operation, and have maintained their shareholding positions
until the date on which the right of withdrawal is to be
exercised.

For the purposes of withdrawal, dissenting shareholders should
expressly state their intention of exercising the right of
withdrawal within 30 days from the date of publication of the
minutes of the Extraordinary General Meetings of both the
Companies that have approved the incorporation of shares.  The
dissenting shareholder failing to exercise withdrawal rights
within the pre-established period shall forgo these rights.

The term for minority shareholders of Petroquisa to exercise
right of withdrawal is from June 6 to July 5, 2006.  The
dissenting shareholders of Petroquisa shall be entitled to
reimbursement of their shares at the value of BRL153.47 per
round lot of 1,000 preferred or common shares issued by
Petroquisa.

The term for the minority shareholders of Petrobras to exercise
right of withdrawal is from June 8 to July 7 2006.  The
dissenting holders of the common shares of Petrobras shall be
entitled to reimbursement of their shares at the value of
BRL18.39956115 per share, through Banco do Brasil, the
depository for Petrobras' shares.  The holders of ADRs shall
receive reimbursement through Citibank. Payment of the
respective reimbursement of the dissenting shareholders of
Petrobras and Petroquisa shall be made by the fifth business day
following the end of the period for exercising right of
withdrawal.

Terminating the period for exercising the right of withdrawal,
the shareholders of Petroquisa that fail to state their wish to
exercise right of withdrawal, shall receive shares issued by
Petrobras in accordance with the exchange ratio 4.496 preferred
shares issued by Petrobras for each round lot of a 1000 common
or preferred shares issued by Petroquisa.  Petroquisa's
shareholders that hold less than, or an amount equal to 222
shares, that is with a shareholder participation insufficient to
assure the receipt of at least one share of Petrobras, may
complete the necessary difference for obtaining one share of
Petrobras in cash through the intermediary of Banco do Brasil up
to July 5 2006.  The reference value of one share of Petrobras
is equal to its book value of BRL18.39956115.

Fractions of shares arising from the substitution of the
position of each Petroquisa shareholder shall be rounded down to
the next full number and the difference paid in cash by
Petrobras within 30 business days as from the receipt of funds
accruing to Petrobras from the sale on the Sao Paulo Stock
Exchange of the shares corresponding to the sum total of the
share fractions.  The auction shall be held according to the
notification to shareholders to be published in due course.
The holders of bearer shares issued by Petroquisa should convert
their shares into shares of Petrobras, as from July 6 2006,
through the intermediary of PETROBRAS' Investor Relations area
or through Banco do Brasil, currently depository bank for shares
issued by Petrobras.

Shareholders of Petrobras and Petroquisa, may contact the these
numbers for more details:

        Petrobras: 0800-2821540
        Banco do Brasil: 0800-785678
        Banco Itau: (11) 5029-7780

For the holders of ADRs:

        Citibank: 1-877-CITIADR (248-4237)

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

                        *    *    *

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

                        *    *    *

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

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


USINAS SIDERURGICAS: Moody's Rates Cosipa's US$200M Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 foreign currency rating
to the proposed senior unsecured bonds to be issued by Cosipa
Commercial Ltd., a subsidiary of Companhia Siderurgica Paulista
-- Cosipa based on the Cayman Islands, for US$200 million with
bullet maturity in 2016, under the US$500 million Medium Term
Notes Program of Usinas Siderurgicas de Minas Gerais S.A. --
Usiminas and Cosipa.  The rating outlook is stable.

Recently Usiminas and Cosipa's MTN Program was amended to
include the newly created Cayman Islands-based subsidiaries
Usiminas Commercial Ltd. and Cosipa Commercial Ltd. as eligible
borrowers against the joint guarantee from both Usiminas and
Cosipa.  The amendment also eliminated the possibility of notes
issuance by Usiminas without the guarantee from Cosipa, and the
Ba3 foreign currency rating for any unguaranteed issuance by
Usiminas under the MTN Program has been withdrawn.  The one-
notch differentiation from the Ba2 rating assigned to Usiminas
unguaranteed notes reflected structural subordination caused by
the significant percentage of total debt and cash flow located
at Cosipa.  Going forward all notes issued under the MTN Program
will be jointly guaranteed by Usiminas and Cosipa.

Finally, Moody's affirmed the Ba2 foreign currency ratings of
the Usiminas and Cosipa US$500 million MTN Program and of the
US$175 million outstanding notes due 2009 issued by Cosipa under
the referred MTN Program.

Moody's assigned this rating:

  -- US$200 million senior unsecured notes due 2016 to be
     issued by Cosipa Commercial Ltd., jointly guaranteed by
     Usiminas and Cosipa: Ba2 (foreign currency).

These two ratings are affirmed:

  -- US$175 million 2009 notes issued by Cosipa, guaranteed by
     Usiminas: Ba2 (foreign currency) and

  -- US$500 million Senior Unsecured Global MTN Program: Ba2
     (foreign currency).

This rating is withdrawn:

  -- US$500 million Senior Unsecured Global MTN Program for
     issuances by Usiminas without guarantee from Cosipa: Ba3
     (foreign currency).

The Ba2 foreign currency ratings for the MTN Program and
outstanding notes issued there under are not constrained by the
current Ba2 sovereign foreign currency ceiling.

Usiminas' debt ratings reflect the group's adequate capital
structure resulting from continuous de-leveraging over the
recent years, the extension of the average tenor of consolidated
debt, and strengthened liquidity position.  In addition, the
rating incorporates Moody's belief that the group will maintain
its position as a low-cost producer in the foreseeable future,
reporting sound operating margins and generating satisfactory
cash flows even during downturn cycles.  Moody's expects
Usiminas will manage its announced investment program prudently
to avoid a meaningful increase in leverage.

According to Moody's Global Methodology for Steel Companies,
Usiminas maps to a Baa rating based on its strong credit metrics
on a consolidated basis, reflecting good cost control and
prudent financial management, which are in part offset by the
group's low operational diversity and lack of ownership of key
raw materials.  Usiminas' current Ba2 debt rating is below the
rating yielded from Moody's methodology as it incorporates
Moody's belief that the exceptional strength of the current
steel upcycle has favorably skewed the financial ratios
referenced in the methodology, even those that use multi-year
averages.  Also the Ba2 rating takes into consideration factors
that refer particularly to Usiminas and not captured in the
methodology, such as the fact that historically some 70% of
revenues have been generated from sales in the domestic market
with erratic demand representative of the more volatile
Brazilian economy, and the event risk deriving from the
announced investment program.

The stable outlook reflects Moody's expectations that the group
will maintain its conservative financial management and will
continue to report satisfactory operating margins and positive
free cash flows even in a downturn scenario.

The ratings could be upgraded if the group is able to manage
Free Cash Flow to Total Adjusted Debt ratio in the 5% - 10%
range during the execution of the announced investment program,
combined with the maintenance of a solid liquidity position.
Downward pressure would result from successive negative free
cash flows combined with a simultaneous deterioration of the
Total Adjusted Debt to EBITDA ratio to above 3.0x or significant
reduction of the group's financial flexibility.

Headquartered in Belo Horizonte, Brazil, the Usiminas Group,
comprising mainly Usiminas and Cosipa, is one of the top thirty
largest steel groups in the world and the largest fully
integrated flat steel manufacturer in Latin America, with 8.7
million tons of crude steel produced in 2005.


USINAS SIDERURGICAS: S&P Rates Cosipa's US$200-Mil. Notes at BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' long-term
corporate credit rating on Brazil-based steel maker Usinas
Sider£rgicas de Minas Gerais S.A. -- Usiminas.  At the same
time, Standard & Poor's assigned its 'BB+' senior unsecured debt
rating to the forthcoming US$200 million Global MTNs due June
2016 to be issued by Cosipa Commercial Ltd.  The outlook on the
corporate credit rating is stable.

Companhia Siderurgica Paulista-Cosipa and Usiminas will
irrevocably and unconditionally guarantee the Global MTNs on a
senior unsecured basis.

The ratings on Usiminas reflect

   -- its exposure to the cyclical and volatile global steel
      sector;

   -- some reliance on the equally volatile economic and
      operating environment of its home market Brazil;

   -- increasing competition within the Brazilian steel
      industry; and

   -- the risks associated with the company's significant
      capital expenditures program (in implementation, funding,
      and performance).

These risks are tempered by Usiminas'

   -- sound financial profile, with total debt levels and
      liquidity currently very conservative;

   -- a solid  business profile, made evident by a very
      competitive cost structure;

   -- resilient operating profitability and robust free cash
      generation through economic cycles; and

   -- a favorable market position in the fairly concentrated
      flat carbon steel sector in Brazil, in particular in the
      higher-end, quality products segments.

"The ratings on Usiminas reflect the combined operating and
financial profiles of Usiminas and its wholly owned subsidiary,
Cosipa, and their respective subsidiaries," said Standard &
Poor's credit analyst Reginaldo Takara.  Usiminas' consolidated
revenues and EBITDA amounted to US$1.36 billion and US$420
million, respectively, in the three months ended March 31, 2006,
equivalent to 1.95 million tons shipped. About 38% of its
consolidated shipments in the period were destined to export
markets.

Usiminas' first-quarter 2006 results have shown some signs of
economic recovery in Brazil, which is expected to help Usiminas
gradually improve prices in the domestic market throughout the
year. While domestic demand remains somewhat depressed,
Usiminas' business fundamentals remain fair.  Global steel
market conditions are expected to remain benign in 2006 and may
well extend into next year.  A sound product portfolio,
favorable logistics, modern facilities, streamlined operations,
and low legacy costs are positives that place Usiminas in an
advantageous position when compared with its global peers,
particularly in the U.S., Europe, and China.  Standard & Poor's
expects rising iron ore cost (likely up 19%) to be fairly
mitigated by declining coke and coal cost (around 15%) in the
next quarters.  First-quarter 2006 EBITDA margin was 31%, in
line with historic performance but lower than peak levels seen
in 2004 and 2005; those fully incorporate the negative impact of
depressed domestic demand, rising costs, and the appreciated
local currency (which has been costly on the export front).
While margins may well improve throughout the end of the year as
demand in Brazil recovers, Standard & Poor's does not expect
those to return to peak levels due to higher costs.

The ratings do not incorporate Usiminas' long-term "second wave"
of investments, which includes the construction of a greenfield
five-million tons per year steel mill at an estimated total cost
of US$3 billion, teaming up with a global partner to limit
direct commitment to 50% of the project's total cost.  In any
event, we believe that even if it decides to go ahead with this
strategic move, Usiminas would seek to sustain its current
prudent debt profile and sound liquidity to adequately address
cyclical and volatile characteristics typical of the steel
industry.

The stable outlook reflects the expectation that programmed
capital expenditures and associated financing debt will not lead
the company's credit measures to deteriorate to levels not
consistent with the rating category (in Usiminas' case, FFO-to-
total debt higher than 30%, total debt-to-EBITDA below 2.0x, and
EBITDA interest coverage above 4.0x). The rating agency believes
those ratios can be sustained even assuming steel prices at much
more conservative levels than current ones and cost adjustment
at a slower pace.  A negative rating revision could be triggered
by Usiminas' consistent breaching of target ratios, as this
would likely indicate either deterioration on some of the
positive business fundamentals that sustain the ratings today or
departure from current prudent financial policies.  A positive
revision is challenged by significant capital expenditures and
the expectation of marginal increase in debt leverage in the
years ahead, but could be predicated by material improvement in
the company's business profile, as to its competitive position
or diversification, provided that financial policies remain
sound.


VARIG S.A.: Preliminary Injunction Continued to June 13
-------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for
the Southern District of New York modifies the preliminary
injunction, in effect in VARIG, S.A., and its debtor-affiliates'
bankruptcy case, to continue through and including
June 13, 2006.

Instead of addressing the request for conversion to a permanent
injunction, Judge Drain extended the Preliminary Injunction in
response to a supplement filed by VARIG, S.A., Foreign
Representative Eduardo Zerwes on May 25, 2006.

Pursuant to the Supplement, the Foreign Representative modified
his conversion request to a continuation of the Preliminary
Injunction in view of developments in the Foreign Proceedings.

As previously reported, the Brazilian Court called for a meeting
of the General Assembly of Creditors in Rio de Janeiro to obtain
creditor approval of some modifications to the Judicial Recovery
Plan and a proposal that would permit the sale of the Foreign
Debtors' businesses as a going concern.

On May 9, 2006, the General Assembly of Creditors accepted the
Proposal and approved the modifications to the Recovery Plan to
implement the Proposal, which modifications are reflected in a
Consolidated Recovery Plan.

The Foreign Debtors anticipate filing more supplements to the
conversion request based on further developments in the Foreign
Proceedings.

                 Consolidated Recovery Plan

The Consolidated Recovery Plan provides two options for
potential acquirers to bid on the Foreign Debtors' businesses:

   1. The first option provides for the sale of the entire air
      transportation operation of VARIG with the proceeds of the
      sale -- after repayment of a bridge loan or other
      financing arrangement -- to be paid towards the airline's
      ongoing operations and toward the payments required under
      the Recovery Plan.

   2. The second option provides for the sale of VARIG's
      domestic or regional operations with the proceeds of the
      sale -- after repayment of a bridge loan or other
      financing arrangement -- to be applied to the then
      outstanding postpetition debts. The remainder will be
      injected into the airline's International operations and
      to make the payments required under the Recovery Plan.

A full-text copy of a certified English translation of the
Consolidated Recovery Plan is available for free at:

   http://bankrupt.com/misc/VarigConsolidatedRecoveryPlan.pdf

               Representative Addresses Objections

Several parties objected to the conversion request are:

   -- Willis Lease Finance Corporation;

   -- Mitsui & Co. Ltd.;

   -- U.S. Bank National Association;

   -- Wells Fargo Bank Northwest, N.A. and Wells Fargo Bank
      National Association, as Trustees;

   -- International Lease Finance Corporation;

   -- Aircraft SPC-6, Inc.;

   -- The Boeing Company;

   -- Ansett Worldwide Aviation U.S.A., et al.;

   -- GATX Capital;

   -- the United States of America by the United States Attorney
      for the Southern District of New York; and

   -- The Port Authority of New York and New Jersey and Los
      Angeles World Airports.

The Port Authority later withdrew its objection explaining that
it had resolved issues with VARIG.

On behalf of the Foreign Representative, Rick B. Antonoff, Esq.,
at Pillsbury Winthrop Shaw Pittman LLP, in New York, notes that
the Objections all seek the same relief -- implementation of the
Contingency Plan for the Orderly Return of Aircraft based on the
Foreign Debtors' failure to remain current with its obligations
under its aircraft leases.

The Foreign Debtors do not dispute that they are in payment
default with their lessors.  However, based on the potential
provision for payment and the protections of the Contingency
Plan, Mr. Antonoff argues that granting the Objectors' requests
now is unwarranted and would frustrate the Foreign Debtors'
successful emergence from the Foreign Proceedings.

The Foreign Representative asserts that the Consolidated
Recovery Plan and the imminent prospect of a sale of all or part
of the Foreign Debtors' businesses, as well as the protections
granted by the Contingency Plan, warrant a continuation of the
Preliminary Injunction.

Mr. Antonoff further points out that nothing in the Preliminary
Injunction Orders entered by U.S. Bankruptcy Court nor any of
the orders entered by the Brazilian Court require the Foreign
Debtors to voluntarily return aircraft pursuant to the
Contingency Plan upon a default under a lease.  Rather, he
continues, the Contingency Plan was developed to be implemented
in the event that the Foreign Debtors are required to liquidate.

If the objecting lessors believe that the Foreign Proceedings
have failed, the Foreign Representative suggests that they seek
the Foreign Debtors' liquidation before the Brazilian Court.
The Foreign Representative contends that it is for the Brazilian
Court and not the U.S. Court to decide whether the Foreign
Proceedings have failed, and to order liquidation.

The objecting lessors must not be permitted to turn the Foreign
Proceedings into a race to the U.S. courthouse, Mr. Antonoff
argues.

If the lessors are authorized to circumvent the Brazilian
Proceedings by seeking relief in the U.S. Bankruptcy Court
rather than the Brazilian Court, the Foreign Representative
foresees a domino effect resulting in the collapse of the
Foreign Debtors to the benefit of a select few creditors and to
the severe detriment of thousands of others.  "This is exactly
the harm that Section 304 [of the Bankruptcy Code] was designed
to prevent, Mr. Antonoff maintains.

                      June 13 Hearing

Judge Drain schedules a hearing on June 13, 2006, at 10:00 a.m.,
to consider the Foreign Representative's request for conversion
to a permanent injunction, as it may be modified or
supplemented, including by seeking a further extension of the
Preliminary Injunction.

On or before the June 13 hearing, the Court may, upon request of
a lessor, determine whether to order the implementation of the
Contingency Plan with respect to and to the extent of:

   a. any aircraft, engines or other equipment that is property
      of a lessor that is or is proposed to be sold, assigned or
      otherwise transferred by a Foreign Debtor to a third party
      without the lessors consent; or

   b. any aircraft or engine that is retained by a Foreign
      Debtor that is the property of a lessor where the Foreign
      Debtor is in default for nonpayment of rent or maintenance
      reserves first coming due after June 17, 2005, and not
      cured on or before January 13, 2006.

Parties-in-interest have until tomorrow, June 9, 2006, to file
objections to the continuation of the Preliminary Injunction or
the entry of a Permanent Injunction.

                         About VARIG

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

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

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VARIG S.A.: Promises to Pay ILFC Arrears by June 13
---------------------------------------------------
VARIG S.A. and its debtor-affiliates have conceded that they
were in arrears to International Lease Finance Corporation for
as much as US$1,600,000.  The Foreign Debtors agreed to:

   -- keep ILFC current for payments coming due between
      May 31, 2006, and June 13, 2006; and

   -- pay the Arrearages no later than June 13, 2006.

Hence, Judge Drain orders the Foreign Debtors, to the extent
funds are available, to pay ILFC amounts due for rent and
maintenance reserves under the leases for the Aircraft between
May 31 and June 13, no later than two days after the contractual
due dates of the payments.

The Foreign Debtors will pay ILFC the Arrearages and the Current
Payments no later than June 12, 2006, if the payments will be
taken first from the US$75,000,000, which they will receive
pursuant to a successful auction.  Thus, even if the payment of
the Arrearages and Current Payments is deferred until June 12,
funds sufficient to pay the Arrearages and Current Payments will
be applied to those obligations and not used to pay the Foreign
Debtors' other obligations.

In the event that the Foreign Debtors default in making those
payments to ILFC, the Court directs VARIG, S.A., to promptly
ground all ILFC Aircraft and return them according to the
schedule set forth in the September 2005 Stipulation.  Judge
Drain makes it clear that, if necessary, he will order immediate
compliance with the Stipulation and may enter coercive sanctions
to insure compliance.

Judge Drain grants ILFC's request to impose a $5,000 fine per
day commencing on May 23, 2006.  The fine is payable to ILFC
until the Foreign Representative and the Foreign Debtors take
appropriate action in Brazilian Courts to seek:

   -- the issuance of all necessary documents; and
   -- orders to permit the export of the 737 Aircraft.

The Court allows ILFC to seek a hearing on its asserted
compensatory damages, with respect to the Foreign Debtors'
failure to properly return the 737 Aircraft, on appropriate
notice.

Judge Drain continues the hearing to June 13, 2006, to consider
any other claims of non-compliance with the Stipulation.

                       About VARIG

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

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

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000)




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


CLANSAL INVESTMENTS: Sets Final Shareholders Meeting for June 29
----------------------------------------------------------------
Clansal Investments Ltd.'s shareholders will hold a final
meeting on June 29, 2006, at:

   Smith Barney Private Trust Company (Cayman) Limited
   CIBC Financial Centre, George Town
   Grand Cayman, Cayman Islands

The parties will lay accounts before the meeting, showing how
the winding up has been conducted and how the property has been
disposed of.

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

The liquidator can be reached at:

   Buchanan Limited
   P.O. Box 1170, George Town
   Grand Cayman, Cayman Islands


CONCORD INVESTMENTS: Holds Last Shareholders Meeting on June 29
---------------------------------------------------------------
Shareholders of Concord Investments will gather on
June 29, 2006, for a final general meeting at the company's
registered office.

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

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

As reported in the Troubled Company Reporter on May 22, 2006,
Concord Investments started liquidating assets on
April 11, 2006.  The company's liquidator, Royhaven Secretaries
Limited, verified creditors' proofs of claim until June 1, 2006

The company's liquidator can be reached at:

        Royhaven Secretaries Limited
        Attention: Colin Fitzgerald
        P.O. Box 707, George Town
        Grand Cayman, Cayman Islands
        Telephone: (1) (345) 945-4777
        Facsimile: (1) (345) 945-4799


COSIPA COMMERCIAL: Moody's Rates US$200-Million Notes at Ba2
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 foreign currency rating
to the proposed senior unsecured bonds to be issued by Cosipa
Commercial Ltd., a subsidiary of Companhia Siderurgica Paulista
-- Cosipa based on the Cayman Islands, in the amount of
approximately US$200 million with bullet maturity in 2016, under
the US$500 million Medium Term Notes Program of Usinas
Siderurgicas de Minas Gerais S.A. -- Usiminas and Cosipa.  The
rating outlook is stable.

Recently Usiminas and Cosipa's MTN Program was amended to
include the newly created Cayman Islands-based subsidiaries
Usiminas Commercial Ltd. and Cosipa Commercial Ltd. as eligible
borrowers against the joint guarantee from both Usiminas and
Cosipa.  The amendment also eliminated the possibility of notes
issuance by Usiminas without the guarantee from Cosipa, and the
Ba3 foreign currency rating for any unguaranteed issuance by
Usiminas under the MTN Program has been withdrawn.  The one-
notch differentiation from the Ba2 rating assigned to Usiminas
unguaranteed notes reflected structural subordination caused by
the significant percentage of total debt and cash flow located
at Cosipa.  Usiminas and Cosipa will jointly guarantee going
forward all notes issued under the MTN Program.

Finally, Moody's affirmed the Ba2 foreign currency ratings of
the Usiminas and Cosipa US$500 million MTN Program and of the
US$175 million outstanding notes due 2009 issued by Cosipa under
the referred MTN Program.

Moody's assigned this rating:

  -- US$200 million senior unsecured notes due 2016 to be
     issued by Cosipa Commercial Ltd., jointly guaranteed by
     Usiminas and Cosipa: Ba2 (foreign currency).

These two ratings are affirmed:

  -- US$175 million 2009 notes issued by Cosipa, guaranteed by
     Usiminas: Ba2 (foreign currency) and

  -- US$500 million Senior Unsecured Global MTN Program: Ba2
     (foreign currency).

This rating is withdrawn:

  -- US$500 million Senior Unsecured Global MTN Program for
     issuances by Usiminas without guarantee from Cosipa: Ba3
     (foreign currency).

The Ba2 foreign currency ratings for the MTN Program and
outstanding notes issued there under are not constrained by the
current Ba2 sovereign foreign currency ceiling.

Usiminas' debt ratings reflect the group's adequate capital
structure resulting from continuous de-leveraging over the
recent years, the extension of the average tenor of consolidated
debt, and strengthened liquidity position.  In addition, the
rating incorporates Moody's belief that the group will maintain
its position as a low-cost producer in the foreseeable future,
reporting sound operating margins and generating satisfactory
cash flows even during downturn cycles.  Moody's expects
Usiminas will manage its announced investment program prudently
to avoid a meaningful increase in leverage.

According to Moody's Global Methodology for Steel Companies,
Usiminas maps to a Baa rating based on its strong credit metrics
on a consolidated basis, reflecting good cost control and
prudent financial management, which are in part offset by the
group's low operational diversity and lack of ownership of key
raw materials.  Usiminas' current Ba2 debt rating is below the
rating yielded from Moody's methodology as it incorporates
Moody's belief that the exceptional strength of the current
steel upcycle has favorably skewed the financial ratios
referenced in the methodology, even those that use multi-year
averages.  Also the Ba2 rating takes into consideration factors
that refer particularly to Usiminas and not captured in the
methodology, such as the fact that historically some 70% of
revenues have been generated from sales in the domestic market
with erratic demand representative of the more volatile
Brazilian economy, and the event risk deriving from the
announced investment program.

The stable outlook reflects Moody's expectations that the group
will maintain its conservative financial management and will
continue to report satisfactory operating margins and positive
free cash flows even in a downturn scenario.

The ratings could be upgraded if the group is able to manage
Free Cash Flow to Total Adjusted Debt ratio in the 5% - 10%
range during the execution of the announced investment program,
combined with the maintenance of a solid liquidity position.
Downward pressure would result from successive negative free
cash flows combined with a simultaneous deterioration of the
Total Adjusted Debt to EBITDA ratio to above 3.0x or significant
reduction of the group's financial flexibility.

Headquartered in Belo Horizonte, Brazil, the Usiminas Group,
comprising mainly Usiminas and Cosipa, is one of the top thirty
largest steel groups in the world and the largest fully
integrated flat steel manufacturer in Latin America, with 8.7
million tons of crude steel produced in 2005.


COSIPA COMMERCIAL: S&P Puts BB+ Rating on US$200-Million Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' long-term
corporate credit rating on Brazil-based steel maker Usinas
Sider£rgicas de Minas Gerais S.A. -- Usiminas.  At the same
time, Standard & Poor's assigned its 'BB+' senior unsecured debt
rating to the forthcoming US$200 million Global MTNs due June
2016 to be issued by Cosipa Commercial Ltd.  The outlook on the
corporate credit rating is stable.

Companhia Siderurgica Paulista-Cosipa and Usiminas will
irrevocably and unconditionally guarantee the Global MTNs on a
senior unsecured basis.

The ratings on Usiminas reflect:

   -- its exposure to the cyclical and volatile global steel
      sector;

   -- some reliance on the equally volatile economic and
      operating environment of its home market Brazil;

   -- increasing competition within the Brazilian steel
      industry; and

   -- the risks associated with the company's significant
      capital expenditures program (in implementation, funding,
      and performance).

These risks are tempered by Usiminas'

   -- sound financial profile, with total debt levels and
      liquidity currently very conservative;

   -- a solid  business profile, made evident by a very
      competitive cost structure;

   -- resilient operating profitability and robust free cash
      generation through economic cycles; and

   -- a favorable market position in the fairly concentrated
      flat carbon steel sector in Brazil, in particular in the
      higher-end, quality products segments.

"The ratings on Usiminas reflect the combined operating and
financial profiles of Usiminas and its wholly owned subsidiary,
Cosipa, and their respective subsidiaries," said Standard &
Poor's credit analyst Reginaldo Takara.  Usiminas' consolidated
revenues and EBITDA amounted to US$1.36 billion and US$420
million, respectively, in the three months ended March 31, 2006,
equivalent to 1.95 million tons shipped. About 38% of its
consolidated shipments in the period were destined to export
markets.

Usiminas' first-quarter 2006 results have shown some signs of
economic recovery in Brazil, which is expected to help Usiminas
gradually improve prices in the domestic market throughout the
year. While domestic demand remains somewhat depressed,
Usiminas' business fundamentals remain fair.  Global steel
market conditions are expected to remain benign in 2006 and may
well extend into next year.  A sound product portfolio,
favorable logistics, modern facilities, streamlined operations,
and low legacy costs are positives that place Usiminas in an
advantageous position when compared with its global peers,
particularly in the U.S., Europe, and China.  Standard & Poor's
expects rising iron ore cost (likely up 19%) to be fairly
mitigated by declining coke and coal cost (around 15%) in the
next quarters.  First-quarter 2006 EBITDA margin was 31%, in
line with historic performance but lower than peak levels seen
in 2004 and 2005; those fully incorporate the negative impact of
depressed domestic demand, rising costs, and the appreciated
local currency (which has been costly on the export front).
While margins may well improve throughout the end of the year as
demand in Brazil recovers, Standard & Poor's does not expect
those to return to peak levels due to higher costs.

The ratings do not incorporate Usiminas' long-term "second wave"
of investments, which includes the construction of a greenfield
five-million tons per year steel mill at an estimated total cost
of US$3 billion, teaming up with a global partner to limit
direct commitment to 50% of the project's total cost.  In any
event, we believe that even if it decides to go ahead with this
strategic move, Usiminas would seek to sustain its current
prudent debt profile and sound liquidity to adequately address
cyclical and volatile characteristics typical of the steel
industry.

The stable outlook reflects the expectation that programmed
capital expenditures and associated financing debt will not lead
the company's credit measures to deteriorate to levels not
consistent with the rating category (in Usiminas' case, FFO-to-
total debt higher than 30%, total debt-to-EBITDA below 2.0x, and
EBITDA interest coverage above 4.0x). The rating agency believes
those ratios can be sustained even assuming steel prices at much
more conservative levels than current ones and cost adjustment
at a slower pace.  A negative rating revision could be triggered
by Usiminas' consistent breaching of target ratios, as this
would likely indicate either deterioration on some of the
positive business fundamentals that sustain the ratings today or
departure from current prudent financial policies.  A positive
revision is challenged by significant capital expenditures and
the expectation of marginal increase in debt leverage in the
years ahead, but could be predicated by material improvement in
the company's business profile, as to its competitive position
or diversification, provided that financial policies remain
sound.


CYRUS OPPORTUNITIES: Final Shareholders Meeting Set for June 29
---------------------------------------------------------------
Shareholders of Cyrus Opportunities Fund, Ltd. will gather for a
final meeting at 10:00 a.m. on June 29, 2006, at:

            Ogier, Attorneys
            Queensgate House, South Church Street
            Grand Cayman, Cayman Islands

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

As previously reported in the Troubled Company Reporter - Latin
America, Cyrus Opportunities started liquidating assets on
May 12, 2006.  Proofs of claims will be accepted until
June 22, 2006, to Colin MacKay, the company's appointed
liquidator.

Parties-in-interest may contact the liquidator at:

            Colin MacKay
            c/o Ogier
            P.O. Box 1234 George Town
            Grand Cayman, Cayman Islands
            Tel: (345) 949-9876
            Fax: (345) 949-1986


FINDLATER HOLDINGS: Holds Last Shareholders Meeting on June 29
--------------------------------------------------------------
Findlater Holdings Limited's sole shareholder will hold a final
meeting with the company's liquidator, Buchanan Limited, on
June 29, 2006, at:

  Smith Barney Private Trust Company (Cayman) Limited
  CIBC Financial Centre, George Town
  Grand Cayman, Cayman Islands

The parties will lay accounts before the meeting, showing how
the winding up has been conducted and how the property has been
disposed of at the time of liquidation.

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

The joint liquidators can be reached at:

   Buchanan Limited
   Maples Finance Limited
   P.O. Box 1170, George Town
   Grand Cayman, Cayman Islands


HIGH NOON: Holds Last Shareholders Meeting on June 29
-----------------------------------------------------
Shareholders of High Noon Limited will gather for a final
meeting on June 29, 2006, at:

            Cititrust (Cayman) Limited
            CIBC Financial Centre, George Town
            Grand Cayman, Cayman Islands

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

Parties-in-interest may contact the liquidator at:

            Buchanan Limited
            P.O. Box 1170, George Town
            Grand Cayman, Cayman Islands


KIMBERLEY INVESTMENTS: Final General Meeting Is Set for June 29
---------------------------------------------------------------
Shareholders of Kimberley Investments Limited will convene for a
final meeting on June 29, 2006, at:

            Cititrust (Cayman) Limited
            CIBC Financial Centre, George Town
            Grand Cayman, Cayman Islands

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

The liquidator can be reached at

            Buchanan Limited
            P.O. Box 1170, George Town
            Grand Cayman, Cayman Islands


LASERLINE LIMITED: Sets June 29 as Final Shareholders Meeting
-------------------------------------------------------------
Shareholders of Laserline Limited will gather on June 29, 2006,
for a final general meeting at:

            Cititrust (Cayman) Limited
            CIBC Financial Centre, George Town
            Grand Cayman, Cayman Islands

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

The company's liquidator can be reached at:

           Buchanan Limited
           Attn: Francine Jennings
           P.O. Box 1170 George Town
           Grand Cayman, Cayman Islands
           Tel: (345) 949-0355
           Fax: (345) 949-0360


LYTH INVESTMENTS: Schedules Final General Meeting on June 29
------------------------------------------------------------
The shareholders of Lyth Investments will meet for a final
meeting on June 29, 2006, at:

         Smith Barney Private Trust Company (Cayman) Limited
         CIBC Financial Centre, George Town
         Grand Caymanm, Cayman Islands

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

The liquidator can be reached at:

         Buchanan Limited
         P.O. Box 1170, George Town
         Grand Cayman, Cayman Islands


MOFFAT INVESTMENTS: Schedules Final General Meeting on June 29
--------------------------------------------------------------
The shareholders of Moffat Investments Limited will meet for a
final general meeting on June 29, 2006, at:

           Cititrust (Cayman) Limited
           CIBC Financial Centre, George Town
           Grand Cayman, Cayman Islands

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

The liquidators can be reached at:

           Buchanan Limited
           P.O. Box 1170, George Town
           Grand Cayman, Cayman Islands


PASADENA INVESTMENTS: Final Shareholders Meeting Is on June 29
--------------------------------------------------------------
Shareholders of Pasadena Investments Limited will gather on
June 29, 2006, for a final general meeting at:

         Smith Barney Private Trust Company (Cayman) Limited
         CIBC Financial Centre, George Town
         Grand Cayman, Cayman Islands

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

The company's liquidator can be reached at:

         Buchanan Limited
         P.O. Box 1170, George Town
         Grand Cayman, Cayman Islands


SOLID SQUARE: Schedules June 29 as Final General Meeting
--------------------------------------------------------
Shareholders of Solid Square Holding Co., Ltd. will gather on
June 29, 2006, for a final general meeting at:

           Maples Finance Jersey Limited
           2nd Floor, Le Masurier House, La Rue
           Le Masurier, St. Helier, Jersey JE2 4YE

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

As reported in the Troubled Company Reporter on May 17, 2006,
the company started liquidating assets on April 5, 2006.
Creditors were required to submit proofs of their claims to the
company's liquidator on or before May 18, 2006.

The company's liquidators can be reached at:

           Liam Jones
           Mark Wanless
           c/o Maples Finance Jersey Limited
           2nd Floor, Le Masurier House
           La Rue Le Masurier, St. Helier, Jersey JE2 4YE


SUPER SMART: Liquidator Presents Wind Up Accounts on June 29
------------------------------------------------------------
The shareholders of Super Smart Limited will meet for a final
meeting on June 29, 2006, at:

           Cititrust (Cayman) Limited
           CIBC Financial Centre, George Town
           Grand Cayman, Cayman Islands

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

The liquidators can be reached at:

           Buchanan Limited
           Attention: Francine Jennings
           P.O. Box 1170 George Town
           Grand Cayman, Cayman Islands
           Tel: (345) 949-0355
           Fax: (345) 949-0360


WHITESTONE BRIDGE 2003-1: Final General Meeting Set for June 29
---------------------------------------------------------------
The shareholders of Whitestone Bridge 2003-1 Limited will
convene for a final general meeting on June 29, 2006, at:

           Maples Finance Limited,
           Queensgate House, 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 - Latin America,
the company began liquidating assets on March 20, 2006.
Creditors proofs of claim were accepted until May 4, 2006.

The liquidators can be reached at:

           Carlos Farjallah
           Emile Small
           Maples Finance Limited
           P.O. Box 1093 George Town
           Grand Cayman, Cayman Islands


WHITESTONE BRIDGE 2003-2: Last General Meeting Is on June 29
------------------------------------------------------------
Whitestone Bridge 2003-2 Limited's sole shareholder will hold a
final meeting with the company's joint liquidators, Carlos
Farjallah and Emile Small, on June 29, 2006, at:

  Maples Finance Limited
  Queensgate House, George Town
  Grand Cayman, Cayman Islands

The parties will lay accounts before the meeting, showing how
the winding up has been conducted and how the property has been
disposed of.

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

The joint liquidators can be reached at:

   Carlos Farjallah
   Emile Small
   Maples Finance Limited
   P.O. Box 1093, George Town
   Grand Cayman, Cayman Islands


ZEST INVESTMENT VII: Holding Final General Meeting on June 29
-------------------------------------------------------------
Zest Investment VII will hold its final general meeting
at 10:00 a.m. on June 29, 2006, at:

   BNP Paribas Bank & Trust Cayman Limited
   3rd floor Royal Bank House, George Town
   Grand Cayman, Cayman Islands

These will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,

   2) requesting the members' approval of the liquidation fees
      incurred to date, approval of the liquidator's estimated
      costs to completion, and

   3) hearing any explanation that may be given by the
      liquidator.

A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.

The liquidators can be reached at:

   Regina Forman
   Darren Riley
   Piccadilly Cayman Limited
   3rd Floor Royal Bank House, George Town
   Grand Cayman, Cayman Islands
   Tel: (345) 945-9208
   Fax: (345) 945-9210




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


GOODYEAR TIRE: Fitch Affirms Senior Unsecured Debt's CCC+ Rating
----------------------------------------------------------------
Fitch affirmed ratings for The Goodyear Tire & Rubber Company.
Existing recovery ratings were also affirmed.  Goodyear's debt
and recovery ratings are:

  -- Issuer Default Rating 'B'
  -- US$1.5 billion first lien credit facility 'BB/RR1'
  -- US$1.2 billion second lien term loan 'BB/RR1'
  -- US$300 million third lien term loan 'B/RR4'
  -- US$650 million third lien senior secured notes 'B/RR4'
  -- Senior Unsecured Debt 'CCC+/RR6'

Goodyear Dunlop Tires Europe B.V.:

  -- EUR505 million European secured credit facilities 'BB/RR1'

The Rating Outlook is Stable.  Approximately US$5.3 billion of
debt is affected by the ratings.

The ratings incorporate:

   * Goodyear's well-recognized brand name;

   * its position as one of the three largest global tire
     companies; and

   * a manageable debt structure.

Goodyear has demonstrated improved operating results, reflecting
benefits from previously initiated efforts to:

   * improve its product mix;
   * build stronger margins; and
   * reduce its cost structure.

However, despite a series of successful new product
introductions and recent solid results in Latin America, GT's
ability to generate better margins and cash flow remains
challenged due to:

   * high raw material costs;

   * a competitive environment; and

   * weak conditions in original equipment and low-end consumer
     tire markets.

The recovery ratings reflect Fitch's expectation that most of
the secured bank debt would experience substantial recovery in a
distressed scenario, supporting higher ratings relative to the
Issuer Default Rating.  However, third-lien and unsecured debt-
holders face a higher risk of material losses based on GT's
current operating performance.

GT's financial flexibility has improved from very weak levels
prior to 2005, but cash requirements in 2006 for pension
contributions and capital expenditures are likely to require
most of, or perhaps exceed, GT's cash flow from operations.
Pension plans were underfunded by US$3.0 billion at the end of
2005, and the company estimates it will be required to make
contributions of US$650-US$875 million during 2006, up sharply
from recent years.

Future required contributions could remain substantial,
depending on asset returns, interest rates and the outcome of
federal pension legislation currently being considered.

The expiration in July 2006 of the union contract at GT's North
American operations creates additional uncertainty about the
effectiveness and timing of the company's efforts to reduce
costs.  The North American Tire segment suffers from a high cost
structure due in part to GT's high labor costs and a
manufacturing footprint that is more concentrated in the U.S.
than its competitors.  The terms of a new contract will partly
determine how much flexibility GT will have with respect to its
plans to eliminate or replace high-cost production capacity in
the U.S.

A strike, if it were to occur, could have a negative impact on
the company's liquidity and competitive position.

On the other hand, the successful resolution of contract
negotiations and continued progress in restructuring operations
could contribute to a stronger credit profile and support GT's
plan to reduce leverage.  The company may consider an equity
offering that would help it reduce debt and leverage, but the
amount and timing of any offering remains uncertain.

Liquidity at March 31, 2006, consisted of nearly US$1.6 billion
of cash, and availability under a domestic US$1.0 billion bank
credit facility, offset by US$568 million of current debt.

In addition to debt maturities, cash requirements include
pension contributions and US$720 million for capital
expenditures planned by GT.  Fitch anticipates that other
expenditures for legal settlements and working capital will be
relatively stable, but operating results and cash flow will also
be dependent on raw material costs, any additional restructuring
and, as mentioned earlier, the resolution of labor negotiations.




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


BANCO DE BOGOTA: Citibank Gives US$200M Loan for Megabanco Buy
--------------------------------------------------------------
Banco de Bogota SA said in a filing to Colombia's stock and bond
regulator that it received a US$200 million syndicated loan
managed by Citibank NA.

The filing states that Banco de Bogota will use the proceeds of
the loan to fund part of the purchase of Megabanco SA.

As reported in the Troubled Company Reporter on March 20, 2006,
Banco de Bogota, bought a 95% stake in Megabanco from bankrupt
Coopdesarrollo for COP808 billion in an auction.

Maria Mercedes Copello, Banco de Bogota's general secretary,
told Dow Jones Newswires that the bank had initially planned to
get a US$300 million loan.  Instead, it decided to borrow US$200
million and raise COP300 billion from its shareholders.  The
remainder will be funded by the bank's own cash reserves.

                        *    *    *

As reported in Troubled Company Reporter on March 13, 2006,
Moody's Investors Service assigned a 'Ba3' long-term foreign
currency deposit rating on Banco de Bogota and changed the
outlook to stable from negative.  Moody's also assigned a 'D+'
bank financial strength rating on the company, while the outlook
remained stable.


BANCOLOMBIA: Fitch Revises Foreign Currency Rating Outlook
----------------------------------------------------------
Fitch Ratings revised the Outlook on the long-term foreign
currency issuer default rating of Bancolombia and to Positive
from Stable, after taking the same action on the sovereign
foreign currency IDR.  All other ratings remain unchanged as:

   -- Foreign currency long-term IDR: 'BB', with Outlook
      revised to Positive;

   -- Foreign currency short-term IDR: 'B';

   -- Local currency long-term IDR: 'BBB-' with Stable Outlook;

   -- Local currency short-term IDR: 'F3';

   -- Individual: 'C'; and

   -- Support: '3'.

As the foreign currency IDR of Bancolombia is constrained by the
country ceiling, it is highly likely that Bancolombia's foreign
currency long term IDRs would follow an upgrade of the Colombian
country ceiling.  Bancolombia's IDRs are driven by the financial
strength implicit in its Individual rating.


BBVA COLOMBIA: Fitch Revises Foreign Currency Rating Outlook
------------------------------------------------------------
Fitch Ratings revised the Outlook on the long-term foreign
currency issuer default rating of BBVA Colombia to Positive from
Stable, after taking the same action on the sovereign foreign
currency IDR.  All other ratings remain unchanged as:

   -- Foreign currency long-term IDR: 'BB' with Outlook revised
      to Positive;

   -- Foreign currency short-term IDR: 'B';

   -- Local currency long-term IDR: 'BB+' with Stable Outlook;

   -- Local currency short-term IDR: 'B';

   -- Individual 'C/D' on Rating Watch Negative; and

   -- Support: '3'.

As the foreign currency IDR of BBVA Colombia is constrained by
the country ceiling, it is highly likely that the bank's foreign
currency long term IDRs would follow an upgrade of the Colombian
country ceiling.  BBVA's IDRs reflect Fitch's view of the
likelihood of support should it be required.


* COLOMBIA: Congress Passes US$6 Int'l Air Ticket Tax
-----------------------------------------------------
Colombia's Congress ratified a US$6 tax on international air
tickets to fund campaigns on tourism promotion, the Commerce,
Industry and Tourism Ministry said in a statement.

The ministry said that the tax will be implemented on all
international tickets bought by foreigners or Colombians living
abroad.

According to Dow Jones Newswires, the tax will be increased
gradually to US$15 by 2013.

Dow Jones says that the government is anticipating 1.2 million
tourists this year.

The government expects to raise about US$10 million to fund the
promotion activities inside and outside Colombia, Dow Jones
states.

                        *    *    *

On Jun 6, 2006, Fitch Ratings revised the rating outlook on
Colombia's 'BB' long-term foreign currency issuer default rating
to positive from stable.  Fitch said the outlook on the 'BBB-'
local currency IDR remains Stable.

                        *    *    *

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

                        *    *    *

Colombia's ratings affirmed by Fitch are:

   -- Foreign currency Issuer Default Rating (IDR) 'BB';
   -- Local currency Issuer Default Rating (IDR) 'BBB-';
   -- Country Ceiling 'BB';
   -- Short-term 'B'.




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


* COSTA RICA: Banking Sector First Quarter Profit Up 36.1%
----------------------------------------------------------
The banking sector of Costa Rica saw its profits rise 36.1% to
CRC32.5 billion in the first quarter 2006 compared to the same
period in 2005, as indicated by figures from Sugef, the local
financial sector regulator.

Business News Americas posts these results in the banking sector
in the first quarter of 2006 as compared to last year's first
quarter:

    -- net interest income increase 27% to CRC81.2 billion,

    -- net fee revenues rose 31.9% to CRC23.4 billion,

    -- administrative expenses grew 26.4% to CRC74.3 billion,

    -- average ROE was increased to 19.8% in this year's first
       quarter from the 17.1% recorded in last year's first
       quarter:

          * the state-run banks' ROE rose to 21.3% in the first
            quarter 2006 from the 18.6% of last year, and

          * the private banks' ROE increased to 23.9% from
            21.3%,

    -- lending rose 33.7% to CRC3.08 trillion at the end of the
       first quarter compared to the same time last year,

    -- financial investments grew 16.3% to CRC1.84 trillion,

    -- assets increased 27.6% to CRC6.24 trillion in March
       compared to the same month in 2005.

    -- interest bearing liabilities surged 29.9% to CRC4.66
       trillion, and

    -- non-interest bearing liabilities rose 15.4% to CRC907
       billion.

Meanwhile, consumer loans dropped 19% during the first quarter
over the first quarter of 2005, BNamericas states.  Commercial
lending increased 19%.

According to BNamericas, the banking sector's past-due loan
ratio fell to 1.72% in the first quarter of 2006 from the 1.98%
recorded in the same quarter in 2005.  State-run banks' bad-debt
ratio dropped to 1.69% from 2.36%, while private banks' past-due
loan ratio decreased to 1.05% from 1.23%.

BNamericas reports that the top six banks ranked by asset market
share were:

     -- Banco Nacional de Costa Rica (32.6%),
     -- Banco de Costa Rica (19%),
     -- Banco Popular y de Desarrollo Comunal (11.4%),
     -- Banco Interfin (7.3%),
     -- Banco Banex (6.3%), and
     -- Banco BAC San Jose (6.1%).

                        *    *    *

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




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


* CUBA: Inks Oil Accord with Venezuela's Intevep
------------------------------------------------
Cuba has signed an oil agreement with Intevep -- the research
arm of Venezuela's state-owned Petroleos de Venezuela aka PDVSA,
the Associated Press reports.

According to a statement released by PDVSA, the agreement
includes projects aimed at:

   -- increasing Cuba's oil production,
   -- improving the quality of fuels, and
   -- optimizing the refineries in Cuba.

PDVSA told AP that Venezuela will be sharing technology with
Cuba for oil exploration, production and refining.

AP relates that Intevep will work with Ceinpet, Cuba's petroleum
research center.

                        *    *    *

Moody's assigned these ratings on Cuba:

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




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


FALCONBRIDGE: To Sell Assets to LionOre Mining for US$650 Mil.
--------------------------------------------------------------
Falconbridge Limited and Inco Limited reached a definitive
agreement with LionOre Mining International Ltd. covering the
US$650-mil. sale to LionOre of certain assets and related
operations of Falconbridge.

Inco and Falconbridge have been discussing with the U.S.
Department of Justice and European Commission about the assets
and related operations that would be divested and the associated
arrangements that would be necessary as the proposed remedy
to address potential competition issues that the DOJ and the
Commission have identified relating to Inco's pending
acquisition of Falconbridge.  The sale of these assets and
related operations to LionOre will include Falconbridge's
Nikkelverk refinery in Norway and the Falconbridge marketing and
custom feed organizations that market and sell the finished
nickel and other products produced at Nikkelverk and obtain
third-party feeds for this facility.

Inco also agreed to supply up to 60,000 tonnes of nickel in
matte under a 10-year supply agreement, which approximates the
current volume of feed provided by Falconbridge's operations to
the facility.  The closing of this sale is conditioned on, and
expected to be completed upon receipt of, the clearance by both
the DOJ and the Commission of the pending acquisition of
Falconbridge by Inco, as well as Inco taking up and paying for
Falconbridge shares pursuant to its offer and certain other
standard terms and conditions to closing.

Of the total purchase price, US$400 million will be in cash and
US$250 million of LionOre common shares.  This purchase price is
subject to certain adjustments tied to changes in the final
working capital levels of the operations to be sold to LionOre
and certain other adjustments.

"We are pleased in having reached this agreement with LionOre,"
said Scott Hand, Chairman and CEO of Inco.  "This is an
important milestone in the regulatory clearance process and we
look forward to completing this process so that the acquisition
can be cleared by the U.S. Department of Justice and the
European Commission."

Inco and Falconbridge understand that the DOJ and the Commission
are reviewing the final terms of the proposed remedy that they
have been discussing with these regulatory agencies, including
the terms of this sale to LionOre.

Inco and Falconbridge expects that the DOJ and the Commission
will advise them whether the acquisition will be cleared based
upon this sale to LionOre prior to the end of June 2006.  Both
companies believe that the competition issues that have been
identified by the DOJ and the Commission are addressed by the
agreements entered into covering this sale to LionOre.  The
parties will continue to cooperate with the DOJ and the
Commission in connectin with their respective final reviews of
the terms of the remedy.

                        About Inco

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N)
-- 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 --
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: Chamber of Commerce Wants FTA Implemented
---------------------------------------------------------------
The Dominican Republic's Chamber of Commerce and Production has
asked the government not to postpone the implementation of the
DR-CAFTA or the Dominican Republic-Central America-United States
Free Trade Agreement, Dominican Today reports.

Ricardo Fondeur, the president of the Chamber, said in a
statement that pending issues should not be an obstacle for
launching the accord.

According to Dominican Today, Mr. Fondeur said that major
foreign companies have joined the Dominican market in hopes of
benefiting from the trade agreement.

The Chamber said that if the DR-CAFTA is postponed, employment
opportunities at the Industrial Park of the Duty-Free Zone in
Santiago would be reduced, Dominican Today relates.

                        *    *    *

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: May Use Natural Gas Instead of Petroleum
--------------------------------------------------------------
The national energy sector of the Dominican Republic deems
natural gas could be used as an alternative to lessen the impact
of the rising prices of petroleum, Dominican Today reports.

Dominican Today states that the government met with the private
and international sectors on Wednesday to discuss on natural gas
perspectives for the country and the region, aiming to obtain
cheaper energy while preserving the environment.

The government cannot continue to absorb the subsidy, the
Dominican Today relates, citing Temistocles Montas -- the
technical minister.

                        *    *    *

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: Seeks Membership in Caribbean Dev't Bank
--------------------------------------------------------------
The government of the Dominican Republic seeks to join the
Caribbean Development Bank aka CDB, as disclosed by Foreign
Relations Minister Carlos Morales Troncoso to Dominican Today.

CDB is a financial institution that aids Caribbean countries in
funding social and economic programs in its member nations.

Dominican Today reports that the monetary authorities presented
during the Annual Assembly of Member States Central Bank
Governors a petition to incorporate the Dominican Republic into
CDB.

According to Dominican Today, it is expected that the government
will have the support of the CARICOM members, which include:

    -- Antigua & Barbuda,
    -- Bahamas,
    -- Barbados,
    -- Belize,
    -- Dominica,
    -- Grenada,
    -- Guyana,
    -- Haiti,
    -- Jamaica,
    -- Montserrat,
    -- St. Kitts & Nevis,
    -- St. Lucia,
    -- St. Vincent & The Grenadines,
    -- Suriname, and
    -- Trinidad & Tobago.

Minister Troncoso believes that the Dominican Republic will be
supported by the totality or most governments, 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.




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


PETROECUADOR: Reports US$1.27-Billion Income in Five Months
-----------------------------------------------------------
Petroecuador, the state-run oil firm of Ecuador, posted US$1.27
billion income from January to May 2006, Diego Borja, the
economy and finance minister, said in a statement.

Business News Americas relates that the economy ministry
provided about US$95.7 million of the income, plus US$150
million from payments the ministry did not receive from the
firm.

An additional US$400 million will be given by the economy
ministry to Petroecuador to make up for the low prices of
refined products on the domestic market as well as for the non-
payment of fuel by power generators, BNamericas reports.

                        *    *    *

Petroecuador, according to published reports, is faced with
cash-problems.  The state-oil firm has no funds for maintenance
has no funds to repair pumps in diesel, gasoline and natural gas
refineries, and has no capacity to pay suppliers and vendors.
The government refused to give the much-need cash if
Petroecuador won't be efficient and transparent in its accounts.


* ECUADOR: Exporters Accuse Economy Minister of Budget Misuse
-------------------------------------------------------------
Ecuador's economy minister, Diego Borja, is being accused of
mishandling the finances of Expoflores, an association of flower
exporters in the country, Dow Jones Newswires reports.

Dow Jones recalls that Minister Borja was the president of
Expoflores for more than a year.  He left his post in the group
in December 2005 to become the economy minister.

Exploflores received the results of an internal audit just
recently, Ramiro Aguilar, a lawyer with Expoflores' board, told
Dow Jones.

Dow Jones relates that Atty. Aguilar presented the lawsuit to
the office of the attorney general of Ecuador.

According to Dow Jones, Atty. Aguilar alleged that Minister
Borja bought US$40,000 software without conducting technical or
financial analysis and he had also awarded the contract to
Teleandes, of which he was the sole stakeholder.

Under the Expoflores' statues, purchase contracts beyond
US$6,000 must have the signatures of both the president and the
head of the board.

Atty. Aguilar, says Dow Jones, claimed that the minister had
eluded the requirement by paying the US$40,000 in installments
of between US$2,105 and US$5,600.

Atty. Aguilar told Dow Jones that the software never worked,
believing that Expoflores was swindled.

The attorney general's office will study the allegations and
start an investigation before forwarding the case to the Supreme
Court, according to Dow Jones.  The procedures could take at
least a year.

Expoflores is not demanding that Minister Borja be fired, Dow
Jones says, citing Expo's attorney.

Atty. Aguilar said it is important for the country's citizens to
know that someone responsible for the budget of the government
wasn't capable of correctly running a much smaller budget, Dow
Jones reports.

                        *    *    *

Fitch Ratings assigned these ratings on Ecuador:

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


* ECUADOR: IDB Provides US$37.1 Mil. for Quito Modernization
------------------------------------------------------------
The Inter-American Development Bank approved a US$37.1 million
loan to support the first stage of a multiphase municipal
modernization and neighborhood improvements program in Quito,
Ecuador.

The program will strengthen governance in the Municipio of Quito
and help raise living standards for 28,000 families in its
poorest neighborhoods.  It will increase the efficiency and
transparency of municipal management and improve physical,
social and environmental conditions in low-income areas of the
city, which represent around 55 per cent of its total
population.

This operation reflects the social and governance components of
the IDB's 2004-2006 strategy with Ecuador to fight poverty by
promoting social development and the protection of the most
vulnerable part of the population, as well as strengthening the
efficiency, transparency and management capacity of its public
administration.

"A key benefit of this program will be the modernization of the
property registry and taxation system that will allow an
increase of around $50 million in ten years in tax
recollection," said IDB Team Leader Jose Mauricio Silva.  "Also,
by unifying several municipal companies in the Empresa de
Desarrollo Urbano de Quito, the new institutional organization
will result in an increased efficiency."

"Modern techniques for multiyear budgeting-by-results at the
municipal level and supervision based on a standard-format and
interconnected accounting systems for real-time monitoring will
be introduced in the management of municipal revenues and
expenditures," Silva added.

An Italian technical cooperation grant helped prepare and design
the program.  An intra-regional technical grant allowed Ecuador
to learn from similar experiences in Brazil.

The IDB also previously financed neighborhood improvements in
Ecuador with a National Housing Program and another loan for the
development of the historic center of Quito.

The loan to the municipality of Quito, which will have a
national government guarantee, will be for a 20-year term with a
five-year grace period, at a variable interest rate based on
LIBOR.

                        *    *    *

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




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


CONSOLIDATED CONTAINER: Equity Deficit Tops US$84.5M at March 31
----------------------------------------------------------------
Consolidated Container Company LLC reported US$2.2 million of
net income on US$223.5 million of revenues for the three months
ended March 31, 2006, compared to a US$11.1 million net loss on
US$205 million of revenues for the same period in 2005.

At March 31, 2006, the Company's balance sheet showed US$685.4
million in total assets and US$769.9 million in total
liabilities, resulting in a US$84.5 million equity deficit.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?aef

Headquartered in Atlanta, Georgia, Consolidated Container
Company LLC -- http://www.cccllc.com/-- which was created in
1999, develops, manufactures and markets rigid plastic
containers for many of the largest branded consumer products and
beverage companies in the world.  CCC has long-term customer
relationships with many blue-chip companies including Dean
Foods, DS Waters of America, The Kroger Company, Nestle Waters
North America, National Dairy Holdings, The Procter & Gamble
Company, Coca-Cola North America, Quaker Oats, Scotts and
Colgate-Palmolive.  CCC serves its customers with a wide range
of manufacturing capabilities and services through a nationwide
network of 61 strategically located manufacturing facilities and
a research, development and engineering center.  Additionally,
the company has 4 international manufacturing facilities in
Canada, Mexico and Puerto Rico.


COPAMEX SA: S&P Affirms BB- Senior Unsecured Currency Ratings
-------------------------------------------------------------
Fitch Ratings affirmed Copamex, S.A. de C.V.'s senior unsecured
foreign and local currency Issuer Default Ratings at 'BB-' and
the senior unsecured national scale rating at 'A-(mex)'.

Fitch also affirmed the rating of Copamex's peso-denominated
medium-term notes or Certificados Bursatiles at 'A(mex)' and the
short-term rating at 'F2(mex)'.  The Outlook is Stable.

The ratings are supported by:

   * the company's market position;
   * stable operating performance; and
   * improved debt maturity profile.

Copamex continues to maintain a strong market position in its
core business lines and a stable revenue base.  During 2005, 53%
of revenues were derived from products with leading market
shares in Mexico.

Over the past several years, the company has maintained stable
EBITDA levels of around US$40 million per year.  The combination
of a favorable outlook in Mexico on consumer demand for paper
products and cost efficiencies in energy consumption should
enable moderate increases in revenues and EBITDA during 2006.

At March 31, 2006 total on-balance sheet debt reached MXP1.422
billion on a gross basis and MXP1.317 billion net of restricted
cash related to a 15% collateral on MXP700 millions outstanding
CBs.

The debt was composed of peso-denominated medium-term notes
issues totaling MXP1.267 billion, MXP54 million of U.S. dollar-
denominated commercial paper and MXP101 of bank debt.

During 2005, the company completed a US$40 million five-year
revolving assignment of receivables to an irrevocable trust
administered by Banco Invex as trustee and borrower.  Proceeds
from the transaction (funded by Rabobank) were used by Copamex
for:

   * working capital purposes;
   * liquidation of a factoring facility;
   * cash collateral; and
   * debt repayment.

Although this transaction was structured without recourse, the
asset coverage (unencumbered receivables) on unsecured creditors
of Copamex has diminished.  The company's leverage including
off-balance sheet liabilities remains high and credit protection
measures are in the weak range of the rating category.

At March 31, 2006, the company had a ratio of on-balance sheet
debt (net of restricted cash) to last 12 months EBITDA of 3.1x
and a ratio of EBITDA to interest expense of 2.9x.  During 2005,
Copamex improved its debt maturity profile with the refinancing
of debt with MXP700 million of CBs due 2008 and 2009.  The
company is at present seeking to extend the maturity of MXP100
million of CBs due 2006 to 2010.

Management's strategy is focused on organic growth with modest
capital expenditures, which should allow the company to generate
modest free cash flow during 2006 and reduce debt.  This should
translate into moderate improvements in credit protection
measures during the year and beyond.  Failure to meet these
financial targets could affect the ratings negatively.

Copamex was founded in 1928 as an industrial paper manufacturer.
During 2003 and 2004, the company divested its multi-wall bag
business and its consumer division and used proceeds for debt
reduction.  Copamex has three main business divisions:
packaging, printing and writing, and child diapers.  In 2005
sales and EBITDA reached US$434 million and US$39 million
respectively.  Packaging accounted for 48% of revenues, printing
and writing for 45%, and diapers for the remaining 7%.


FORD CREDIT: Moody's Reviews Ba2 Rating for Possible Downgrade
--------------------------------------------------------------
Moody's de Mexico put on review for possible downgrade the A1.mx
long-term Mexican National Scale debt rating assigned to Ford
Credit de Mexico, S.A. de C.V. SOFOL.  Moody's also affirmed
Ford Credit de Mexico's MX-2 short-term Mexican National Scale
debt rating.  This rating action follows Moody's placement of
Ford Motor Credit Company's Ba2 debt rating on review for
possible downgrade.

Ford Credit de Mexico, S.A. de C.V. SOFOL's debt rating is based
on irrevocable and unconditional guarantees provided by Ford
Credit.

On June 6, 2006, Moody's placed the Ba2 long-term debt rating of
Ford Credit under review for possible downgrade, reflecting a
similar action taken on its parent Ford Motor Company.  Moody's
review of Ford Credit's Ba2 rating is based upon the ownership
and business linkages between the firm and its parent Ford.

These actions were taken:

   -- Mexican National Scale long-term debt rating of A1.mx:
      Review for Possible Downgrade and

   -- Mexican National Scale short-term debt rating of MX-2:
      Affirm


MERIDIAN AUTOMOTIVE: Projected Financial Data Underpinning Plan
---------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
filed its projected financial data underpinning its first
amended plan of reorganization.

             Meridian Automotive Systems, Inc.
      Projected Consolidated Balance Sheet (Unaudited)
                     (US$ in millions)

                               Projected   Projected   Projected
                               Emergence   Dec. 2006   Dec. 2007
                               ---------   ---------   ---------
Total Current Assets             $198.0      $177.2      $207.0

Property, Plant
& Equipment, net                 $187.8      $171.4      $146.9
Intangible & Other Assets        $136.0      $135.2      $133.6
                               ---------   ---------   ---------
Total Assets                     $521.8      $483.7      $487.4
                               =========   =========   =========

Total Current Liabilities         $89.2       $69.9       $78.2
Total Debt                       $280.6      $284.3      $290.1

Other Non-Current Liabilities     $36.6       $36.6       $36.6

Stockholders' Equity             $115.3       $93.0       $82.5
                                --------   ---------   ---------
Total Liabilities &
Stockholders' Equity             $521.8      $483.7      $487.4
                                ========   =========   =========

                                Projected   Projected
                                Dec. 2008   Dec. 2009
                                ---------   ---------
Total Current Assets             $226.7      $252.7

Property, Plant
& Equipment, net                 $118.3       $86.5
Intangible & Other Assets        $132.0      $130.3
                                 ---------   ---------
Total Assets                     $477.0      $469.5
                               =========   =========

Total Current Liabilities         $84.9       $87.9

Total Debt                       $277.5      $276.2

Other Non-Current
Liabilities                       $36.6       $36.6

Stockholders' Equity              $78.0       $68.7
                               ---------   ---------
Total Liabilities &
Stockholders' Equity             $477.0      $469.5
                                ========   =========

               Meridian Automotive Systems, Inc.
   Projected Consolidated Statements of Operations (Unaudited)
                       (US$ in millions)

                  Projected    Projected   Projected   Projected
                  Jul-Dec 06   Dec. 2007   Dec. 2008   Dec. 2009
                  ----------   ---------   ---------   ---------
Total Sales           $343.1      $803.6      $861.6      $854.5
Cost of Sales         $326.9      $751.4      $802.7      $801.3
                  ----------   ---------   ---------   ---------
Gross Profit           $16.3       $52.1       $58.9       $53.2

Sales and
Administrative         $10.9       $22.6       $22.7       $22.8

Other admin
expenses                $1.9        $4.9        $5.7        $6.1
                  ----------   ---------   ---------   ---------
Income from
Operations              $3.4       $24.6       $30.5       $24.3
                  ----------   ---------   ---------   ---------
Other Income            $0.0        $0.0        $0.0        $0.0

Interest
Expense                $19.4       $33.9       $34.3       $33.4

Restructuring
Expense                 $5.9        $0.0        $0.0        $0.0
                  ----------   ---------   ---------   ---------
Income (Loss)
before tax           ($21.8)      ($9.3)      ($3.8)      ($9.1)
                  ----------   ---------   ---------   ---------
Taxes                  $0.6        $1.2        $0.7        $0.2
                  ----------   ---------   ---------   ---------
Net Income           ($22.4)     ($10.4)      ($4.5)      ($9.3)
                  ==========   =========   =========   =========
Adjusted
EBITDAR               $27.2       $74.6       $81.8       $76.4

                Meridian Automotive Systems, Inc.
   Projected Consolidated Statements of Cash Flows (Unaudited)
                       (US$ in millions)

                  Projected    Projected   Projected   Projected
                  Jul-Dec 06   Dec. 2007   Dec. 2008   Dec. 2009
                  ----------   ---------   ---------   ---------
Net income           ($22.4)     ($10.4)      ($4.5)      ($9.3)

Depreciation & Other
Non-Cash
Adjustments           $23.8       $50.0       $51.3       $52.1

Changes in
Working Capital      ($11.5)     ($19.9)      ($6.9)      $15.0
                  ----------   ---------   ---------   ---------
Cash Flow from
Operations           ($10.1)      $19.6       $40.0       $57.8

Capital
Expenditures          ($7.5)     ($25.5)     ($22.7)     ($20.2)
                   ---------   ---------   ---------   ---------
Cash Flow from
Investing             ($7.5)     ($25.5)     ($22.7)     ($20.2)

Debt
Borrowings             $2.2        $7.1      ($11.4)         $0

Other Debt
Changes               $15.4       ($1.3)      ($1.3)      ($1.3)
                  ----------   ---------   ---------   ---------
Cash Flow from
Financing             $17.5        $5.9      ($12.6)      ($1.3)
                  ----------   ---------   ---------   ---------
Net Change in
Cash                   $0.0        $0.0        $4.6       $36.4
                  ==========   =========   =========   =========

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and
other interior systems to automobile and truck manufacturers.
Meridian operates 22 plants in the United States, Canada and
Mexico, supplying Original Equipment Manufacturers and major
Tier One parts suppliers.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 26, 2005 (Bankr. D.
Del. Case Nos. 05-11168 through 05-11176).  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan
Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S.
Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq.,
and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  Eric
E. Sagerman, Esq., at Winston & Strawn LLP represents the
Official Committee of Unsecured Creditors.  The Committee also
hired Ian Connor Bifferato, Esq., at Bifferato, Gentilotti,
Biden & Balick, P.A., to prosecute an adversary proceeding
against Meridian's First Lien Lenders and Second Lien Lenders to
invalidate their liens.  When the Debtors filed for protection
from their creditors, they listed US$530 million in total assets
and approximately US$815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN: Wants to Enter Into Fee Letters with Potential Lenders
----------------------------------------------------------------
Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code,
Meridian Automotive Systems, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the District
of Delaware to enter into fee letters with up to three potential
lenders or potential lending syndicate members in connection
with securing exit financing.

The Fee Letters will require the Debtors to:

    (a) pay due diligence fees and out-of-pocket expenses,
        including legal fees of the Potential Lenders in
        connection with their non-binding proposals to provide
        the Debtors with exit financing; and

    (b) provide indemnification of the Potential Lenders in
        connection with the exit financing.

A key element of the restructuring contemplated by the Debtors'
Plan of Reorganization, as amended, and a condition precedent to
the occurrence of the Effective Date, is the availability of an
Exit Facility that provides sufficient funding for the Debtors
to meet their cash obligations under the Plan as of the
Effective Date.

Although the Debtors have not entered into agreements with any
prospective lender, based on initial discussions with lending
institutions, the Debtors would like to continue discussions
with the Potential Lenders, based on their level of interest,
preliminary discussions of exit financing terms, and the receipt
of non-binding proposals from each of the Potential Lenders,
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the Court.

Mr. Brady notes that because the Debtors' negotiations with the
Potential Lenders are ongoing and confidential, the specific
terms of the Financing Proposals and the Potential Lenders'
identity can't be made public yet.

Mr. Brady relates that although the Debtors anticipate that one
or more of the Potential Lenders will provide the Exit Facility,
no commitments to lend have been made at this time and any
actual commitment to lend is subject to each Potential Lender's
due diligence and review of the Debtors.

The Debtors anticipate that each Potential Lender will ask the
Debtors to enter into a Fee Letter, which will require, among
other things, that the Debtors pay Work Fees associated with the
Potential Lenders' reasonable out-of-pocket expenses, including
legal fees, that may be incurred in connection with their due
diligence and documentation efforts.

The Debtors are still negotiating the specific terms of the Fee
Letters with the Potential Lenders.

The Potential Lenders do not wish to undertake a costly and time
consuming due diligence process to achieve a final financing
package if they must bear all of the execution risks attendant
to the financing not closing.  For this reason, the Potential
Lenders have asked the Debtors to seek advance authority to pay
the Work Fees.

Moreover, each Potential Lender has asked the Debtors to
indemnify the Potential Lenders from and against any and all
claims, liabilities and expenses, except to the extent the
claim, liability, or expense is found to have resulted primarily
from the Indemnified Party's gross negligence, bad faith, or
willful misconduct.

The Debtors believe that the benefits of having a competitive
financing process will outweigh the costs associated with the
Potential Lenders' due diligence efforts.

The total Work Fees payable to any single Potential Lender will
not exceed US$250,000.  The Work Fees payable to all Potential
Lenders will not exceed US$600,000 in the aggregate.

The Debtors believe that the total Work Fees that may be payable
to the Potential Lenders are reasonable and consistent with
amounts normally demanded in the marketplace.  Thus, Mr. Brady
asserts, the Court should authorize the Debtors to enter into
the Fee Letters and pay the Work Fees to the Potential Lenders
so that the Debtors can continue to expeditiously move toward
obtaining the Exit Facility and securing timely confirmation of
the Plan.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and
other interior systems to automobile and truck manufacturers.
Meridian operates 22 plants in the United States, Canada and
Mexico, supplying Original Equipment Manufacturers and major
Tier One parts suppliers.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 26, 2005 (Bankr. D.
Del. Case Nos. 05-11168 through 05-11176).  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan
Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S.
Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq.,
and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  Eric
E. Sagerman, Esq., at Winston & Strawn LLP represents the
Official Committee of Unsecured Creditors.  The Committee also
hired Ian Connor Bifferato, Esq., at Bifferato, Gentilotti,
Biden & Balick, P.A., to prosecute an adversary proceeding
against Meridian's First Lien Lenders and Second Lien Lenders to
invalidate their liens.  When the Debtors filed for protection
from their creditors, they listed US$530 million in total assets
and approximately US$815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


TV AZTECA: SEC Has 90 Days to Finalize Settlement with Company
--------------------------------------------------------------
Judge Emmet Sullivan of the U.S. District Court in Washington
granted a 90-day extension for the US Securities and Exchange
Commission or SEC to finalize a settlement with TV Azteca
regarding fraud charges, according to Mexican daily Reforma.

Business News Americas reports that Judge Sullivan accepted
SEC's request for extension to iron out details of its agreement
with TV Azteca, which was disclosed on May 26.

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'
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.

The Troubled Company Reporter also reported on May 31, 2006,
that the SEC alleged that TV Azteca did not accordingly report a
loan that the company made to Nortel Networks Corporation.
Messrs. Salinas and Padilla 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.  Unefon then bought back the debt at full value
from Messrs. Salinas and Saba three months after.

Judge Sullivan asked Harold Loftin, the legal representative of
SEC, to present to the court progress reports on the
finalization of the agreement, BNamericas reports.

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.


VITRO SA: Libbey Revises Terms of Debt Offering in Joint Venture
----------------------------------------------------------------
Libbey Inc. disclosed that its wholly owned subsidiary Libbey
Glass Inc. has revised the terms of its previously announced
debt offering related to the acquisition of the remaining equity
interest in Libbey's Mexican joint venture with Vitro, S.A. de
C.V. and refinancing of other existing debt.

Under the new proposed terms of the financing, Libbey Glass
plans to issue in private offerings, subject to market
conditions and other factors,

   (i) US$300 million aggregate principal amount of floating
       rate senior secured notes due 2011 and

   (ii) US$100 million aggregate amount of units consisting of
        senior subordinated secured pay-in-kind notes due 2011

and warrants to purchase a number of shares equal to an
aggregate of three percent of Libbey's outstanding common stock,
on a fully diluted basis.

Each Warrant will be exercisable at a 10% premium over the
average market price of Libbey common stock as determined during
a specified number of consecutive trading days prior to issuance
of the Warrants.

The Senior Secured Notes and the PIK Notes will be guaranteed by
Libbey and all of Libbey Glass' existing and future subsidiaries
that guarantee any of Libbey Glass' debt or debt of any
subsidiary guarantor.  The Senior Secured Notes and related
guarantees will have the benefit of a second-priority lien,
subject to permitted liens, on collateral consisting of
substantially all the tangible and intangible assets of Libbey
Glass and its subsidiary guarantors that secure all of the
indebtedness under Libbey Glass' new senior secured credit
facility to be entered into concurrently with the closing of the
offering of the Senior Secured Notes.  The Collateral will not
include the assets of non-guarantor subsidiaries that will
secure the ABL Facility.  The PIK Notes and related guarantees
will be senior subordinated obligations of Libbey Glass and the
guarantors of the PIK Notes, and will have the benefit of a
third-priority lien, subject to permitted liens, on the
Collateral.

Libbey Glass intends to use the proceeds from the offerings, in
conjunction with initial borrowings under the ABL Facility, to

   (1) finance the purchase price for the remaining 51% equity
       interest in Crisa (bringing Libbey's ownership to 100%),

   (2) repay amounts outstanding under Libbey's existing senior
       secured credit facility,

   (3) redeem Libbey's currently outstanding senior notes,

   (4) repay existing indebtedness of Crisa,

   (5) refinance the euro-denominated working capital line of
       credit of its wholly owned subsidiary Libbey Europe B.V.,
       and

   (6) pay related fees, expenses and redemption premiums.

The Senior Secured Notes, the PIK Notes, the related guarantees,
the Warrants and the shares of Libbey common stock issuable upon
exercise of the Warrants have not been registered under the
Securities Act of 1933, as amended, or any state securities
laws, and may not be offered or sold in the United States or to
U.S. persons absent registration or an applicable exemption from
the registration requirements.  The offering of the Senior
Secured Notes will be made only to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of
1933, as amended, and to non-U.S. persons in accordance with
Regulation S under the Securities Act.  The offering of the PIK
Notes and the Warrants will be made only to an accredited
investor within the meaning of Rule 501(a) of Regulation D
pursuant to an applicable exemption from registration in
accordance with Section 4(2) under the Securities Act.

                   About Libbey Inc.

Based in Toledo, Ohio, Libbey Inc. operates glass tableware
manufacturing plants in the United States in Louisiana, and
Ohio, in Portugal and in the Netherlands.  Its Royal Leerdam
subsidiary, located in Leerdam, Netherlands, is among the world
leaders in producing and selling glass stemware to retail,
foodservice and industrial clients.  Its Crisal subsidiary,
located in Portugal, provides an expanded presence in Europe.
In addition, Libbey is a joint venture partner in the largest
glass tableware company in Mexico.  Its Syracuse China
subsidiary designs, manufactures and distributes an extensive
line of high-quality ceramic dinnerware, principally for
foodservice establishments in the United States.  Its World
Tableware subsidiary imports and sells a full-line of metal
flatware and holloware and an assortment of ceramic dinnerware
and other tabletop items principally for foodservice
establishments in the United States.  Its Traex subsidiary,
located in Wisconsin, designs, manufactures and distributes an
extensive line of plastic items for the foodservice industry.
In 2005, Libbey Inc.'s net sales totaled US$568.1 million.

                  About Vitro S.A. de C.V.

Headquartered in Nuevo Leon, Mexico, Vitro, S.A. de C.V. --
http://www.vitro.com/-- (NYSE: VTO; BMV: VITROA), through its
subsidiary companies, is one of the world's leading glass
producers.  Vitro is a major participant in three principal
businesses: flat glass, glass containers and glassware.  Its
subsidiaries serve multiple product markets, including
construction and automotive glass; food and beverage, wine,
liquor, cosmetics and pharmaceutical glass containers; glassware
for commercial, industrial and retail uses.  Vitro also produces
raw materials and equipment and capital goods for industrial
use, which are vertically integrated in the Glass Containers
business unit.

Founded in 1909 in Monterrey, Mexico-based Vitro has joint
ventures with major world-class partners and industry leaders
that provide its subsidiaries with access to international
markets, distribution channels and state-of-the-art technology.
Vitro's subsidiaries have facilities and distribution centers in
eight countries, located in North, Central and South America,
and Europe, and export to more than 70 countries worldwide.

                        *    *    *

As reported in the Troubled Company Reporter on Mar. 27, 2006,
Standard & Poor's Ratings Services lowered its long-term local
and foreign currency corporate credit ratings assigned to glass
manufacturer Vitro S.A. de C.V. and its glass containers
subsidiary Vitro Envases Norteamerica S.A. de C.V. (Vena) to
'B-' from 'B'.

Standard & Poor's also lowered the long-term national scale
corporate credit rating assigned to Vitro to 'mxBB+' from
'mxBBB-' with negative outlook.

Standard & Poor's also lowered the rating assigned to Vitro's
notes due 2013 and Servicios y Operaciones Financieras Vitro
S.A. de C.V. notes due 2007 (which are guaranteed by Vitro) to
'CCC' from 'CCC+'.  Standard & Poor's also lowered the rating
assigned to Vena's notes due 2011 to 'B-' from 'B'.




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


SIDERPERU: Sider Corp. to Sell Shares in Company on June 9
----------------------------------------------------------
Sider Corp will auction more than 397 million shares it holds in
Siderperu on the Lima stock exchange on June 9, Business News
Americas reports.

As stated in the notice published on the Web site of the Lima
stock exchange, the minimum price per share is at PEN0.32.
Offers were scheduled to be accepted from 15:12 to 15:45 hours
(3:12 p.m. to 3:45 p.m.).

BNamericas relates that on the day the public sale was
announced, Siderperu shares fell 6.7% to PEN0.56.

BNamericas states that the package of shares is more than 397
million, representing about 40.2% of Siderperu's capital stock
and Sider Corp's remaining holding in the steelmaker.

BNamericas recalls that Sider Corp acquired in 1996 about 96.46%
of Siderperu in a privatization process for almost US$163
million.   ProInversion, the investment agency of Peru, took
back 56.04% in March 2006 after Sider Corp defaulted on its loan
payments to the state.

Headquartered in Chimbote, Peru, Siderperu SA has steel
production capacity of 400,000 tons per year.  The company
reported a net loss of 5.99 million soles (US$1.82 million) in
2005, compared to a net profit of 28.8 million soles in 2004.




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


HECTOR MORALES: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hector B. Perez Morales
        aka Bernardo Perez Hector
        1504 Calle Martin Travieso
        San Juan, Puerto Rico 00911

Bankruptcy Case No.: 06-01802

Type of Business: The Debtor is a principal of MB Joma, Inc.,
                  which previously filed for chapter 11
                  protection on August 30, 2005 (Bankr. D. P.R.
                  Case No. 05-08110).

Chapter 11 Petition Date: June 6, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Teresa M. Lube Capo, Esq.
                  Lube & Soto Law Office, P.S.C.
                  702 Calle Union Apartment G-1
                  Condominio Unimar
                  San Juan, Puerto Rico 00907-4202
                  Tel: (787) 722-0909
                  Fax: (787) 977-1709

Estimated Assets: US$1 Million to US$10 Million

Estimated Debts:  US$1 Million to US$10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
MAS Inc.                              US$4,175,000
Mr. Nelson Matos
Apartado 3004
Guaynabo, PR 00970

Felix Olomo c/o Lic. Emilio Soler     US$2,800,000
Cobian Plaza 213
Avenue Ponce de Leon 1607
Santurce, PR 00989

Mabel Ladycany                        US$1,500,000
Calle Loiza 1903
Santurce, PR 00911-1827

Doral Financial Corp.                 US$1,184,250
P.O. Box 71529
San Juan, PR 00936

Citi Cards                               US$20,375

Hormigonera Mayaguezana                  US$14,000

Carmen L. Ortiz                           US$4,000

Sears Roebuck and Co.                     US$2,926

Banco Bilbao Vizcaya                      US$1,236

First Premier Bank                        US$1,252

NCO Financial Systems                       US$130

Puerto Rico Telephone Co.                   US$108

AFNI Inc.                                    US$26


MUSICLAND HOLDING: Asks Court to Approve Stipulation with LVI
-------------------------------------------------------------
As reported in the Troubled Company Reporter on May 5, 2006, the
U.S. Bankruptcy Court for the Southern District of New York
directs Musicland Holding Corp. and its debtor-affiliates to pay
certain Postpetition Debts to Licensing Ventures, Inc.

                     Parties Stipulate

The Debtors and LVI ask the Court to approve their Stipulation.

To resolve their dispute, the Debtors and LVI stipulate that:

   (1) in full and final settlement of LVI's Motion to Compel
       the Debtors to pay postpetition expenses, and of all
       claims asserted by LVI, the Debtors will pay LVI
       US$239,492, representing the difference between:

       * US$387,500, which as agreed on by the Parties will
         constitute LVI's allowed administrative claim; and

       * US$148,007, which LVI owes and is obligated to turn
         over to the Debtors, but which the Debtors will allow
         LVI to retain under the settlement.

   (2) the Debtors will make the Settlement Payment to LVI
       without delay;

   (3) the Debtors will no longer be obligated to hold
       US$622,138 in Internet sale proceeds in a separate
       account;

   (4) LVI's Motion to Compel will be withdrawn, without
       prejudice;

   (5) the Supply Agreement and the License Agreement will be
       deemed rejected as of March 22, 2006; and

   (6) LVI and the Debtors mutually release and waive any and
       all claims asserted against each other.

Headquartered in New York, New York, Musicland Holding Corp., is
a specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)




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


ROYAL CARIBBEAN: Commences US$700-Million Senior Notes Offering
---------------------------------------------------------------
Royal Caribbean Cruises Ltd. commenced an offering of US$700
million aggregate principal amount of its Senior Notes,
comprised of a combination of fixed rate Senior Notes due 2013
and fixed rate Senior Notes due 2016.  The offering of the
Senior Notes is being made pursuant to a shelf registration
statement filed with the Securities and Exchange Commission.

Royal Caribbean intends to use the net proceeds of the offering
for general corporate purposes, including:

   -- Funding the redemption of its Liquid Yield Option(TM)
      Notes due 2021, which have a yield to maturity of 4.875%
      and will have an accreted principal amount outstanding of
      approximately US$544.0 million on June 19, 2006, the
      anticipated redemption date, and

   -- Funding the repurchase of approximately 4.1 million shares
      of the Company's common stock in order to offset the
      dilutive impact of the anticipated issuance of shares upon
      conversion of the Company's outstanding zero coupon
      convertible notes due 2021.  The Zeros have a yield to
      maturity of 4.75% and had an accreted principal amount
      outstanding of approximately US$129.1 million as of
      June 5, 2006.  The Company has previously announced that,
      subject to market conditions, it intends to call the Zeros
      for redemption prior to the end of 2006.

The joint book-running managers of the offering of the Senior
Notes are:

   -- Goldman, Sachs & Co.,
   -- Barclays Capital,
   -- BNP Paribas Securities Corp.,
   -- Morgan Stanley, and
   -- Royal Bank of Scotland.

A copy of the prospectus and prospectus supplement relating to
the offering may be obtained from:

       Goldman, Sachs & Co.
       Attention: Prospectus Department
       85 Broad Street, New York
       New York 10004
       Tel: 212-902-1171.

Royal Caribbean Cruises Ltd. is a global cruise vacation company
that operates Royal Caribbean International and Celebrity
Cruises, with a combined total of 29 ships in service and five
under construction.  The company also offers unique land-tour
vacations in Alaska, Canada and Europe through its cruise-tour
division.

                        *    *    *

Moody's Investor Service assigned these ratings to Royal
Caribbean Cruises Ltd.:

   -- LT Corp Family Rating    Ba1
   -- Senior Unsecured Debt    Ba1
   -- Preferred Stock          Ba3


ROYAL CARIBBEAN: Moody's Rates US$700-Mil. Notes at Ba1
-------------------------------------------------------
Moody's Investors Service has assigned Royal Caribbean's new
US$700 million senior unsecured notes issuance a Ba1 rating, and
affirms all existing long-term ratings.

The US$700 million notes are to be issued in two tranches
maturing in June 2013 and June 2016.  The proceeds from the new
note issuance will be used to fund RCL's call of its
approximately US$544 million LYONS, and to provide external
liquidity for the planned stock repurchase that will precede
RCL's expected call of its approximately US$129 million zero-
coupon notes.  The call of the US$129 million zero-coupon notes,
which RCL anticipates will lead to full conversion to equity,
will cause price per share dilution that RCL plans to offset by
repurchasing approximately US$165 million of common equity; the
repurchase of the shares will occur before the zeroes are
called.  Moody's considers the new note issuance to be a credit
positive in the sense that it eliminates puttable debt from the
capital structure, however the decision to repurchase common
equity in anticipation of the zero-coupon conversion could
result in a use of liquidity should the zeros fall out of the
money and their conversion become less likely.

Moody's last action on Royal Caribbean took place on October 25,
2005 when Moody's changed to positive from stable the ratings
outlook of Royal Caribbean.

Royal Caribbean Cruises Ltd., headquartered in Miami, Florida,
operates a cruise line under the brand names, Royal Caribbean
International and Celebrity Cruises.  For the last twelve months
ended March 2006, Royal Caribbean had revenues of US$4.9
billion.


ROYAL CARIBBEAN: S&P Rates US$700-Mil. Senior Notes at BBB-
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
Royal Caribbean Cruises Ltd.'s proposed US$700 million notes
offering, comprised of senior notes due 2013 and senior notes
due 2016.  Net proceeds from this bond offering are expected to
be used for general corporate purposes, including funding the
redemption of its LYONS due 2021 with accreted principal amount
outstanding of about US$544 million on June 19, 2006 and funding
the repurchase of about 4.1 million shares of common stock in
order to offset the dilution of the anticipated issuance of
shares upon conversion of its outstanding zero coupon
convertible notes due 2021 with accreted principal amount
outstanding of about US$129 on June 5, 2006.

Standard & Poor's expects that it is the company's intention,
subject to market conditions, to call the Zeros for redemption
before the end of 2006.

In addition, Standard & Poor's affirmed its 'BBB-' corporate
credit rating on the Miami-based company.  The outlook is
stable.  Pro forma total debt outstanding is approximately
US$4.2 billion as of March 31, 2006.




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


* URUGUAY: Water Firm Mulls US$350M Investment in Infrastructure
----------------------------------------------------------------
Uruguay's state water agency, OSE, is thinking about investing
US$350 million in new infrastructure projects, as stated in the
presidential Web site.

According to Business News Americas, OSE acknowledged the
problem of unaccounted water loss from the system.

Carlos Colacce, the president of OSE, told BNamericas that of
every 100 liters of water produced at the national level, the
agency bills for 45 liters.  OSE expects to improve it to 60-65%
of its water accounted for in the short run, with the long-term
goal of accounting for 75-80%.

"There isn't a business in the world that accounts for 100% of
the liters it produces," Mr. Colacce told BNamericas.

The projects will be primarily in the Montevideo metropolitan
area, where a sixth major waterline with construction cost of
US$70 million is being planned, BNamericas relates.

BNamericas states that OSE also plans a sewerage project in
Canelones, looking to solicit bids by 2007.

The Web site states that OSE's financial health is improving.
The company recorded about US$25 million in profits in 2005,
about US$15 million higher than that of 2004 and resulting to a
125% boost in OSE's cash on hand.

                        *    *    *

As reported in the Troubled Company 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
=================


ARVINMERITOR INC: Moody's Affirms Ba2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed ArvinMeritor, Inc.'s
Corporate Family rating at Ba2 and assigned Ba1 ratings to the
company's US$1.05 billion of new first lien bank debt.  Moody's
lowered to Ba3 the ratings on the company's existing senior
unsecured notes issued under the company's "1998 Indenture".
The actions follow ArvinMeritor plans to reset the terms of its
bank revolving credit facility and arranging a new US$200
million bank term loan, both of which will benefit from first
priority liens against certain of the company's assets.  The
rating outlook is Negative.  Ratings on the company's remaining
notes issued under the "1990 Indenture" (approximately US$11
million) are under review with direction uncertain as that
indenture contains stronger protective features than the 1998
indenture, and their treatment under the refinancing remains to
be clarified.  Moody's also affirmed ArvinMeritor's Speculative
Grade Liquidity rating at SGL-2, representing good liquidity
over the next 12 months.

ArvinMeritor will grant bank lenders under the new facilities a
first lien against certain domestic assets, including:

   -- accounts receivable,

   -- inventory,

   -- certain property, plant & equipment as well as
      shareholdings in foreign subsidiaries (generally limited
      to 65%),

   -- the shares of its special purpose vehicle used to
      facilitate accounts receivable securitization, and

   -- inter-company notes due from foreign subsidiaries.

The pledged collateral will be designed and documented to not
trigger the negative pledge provisions of the company's 1998 and
2006 indentures.  Those indentures would mandate equal and
ratable security be given to note holders if Secured Debt
exceedes a prescribed limit. Subject to the terms of those
indentures, a lien basket of 15% of defined Consolidated Net
Tangible Assets was established but excluded certain assets and
types of debt from the applicable definitions.  A "savings
clause" will be included in the bank security agreements which
will have the effect of turning over to the trustee for the
respective issues any amounts realized by the banks in excess of
the applicable lien basket.  Debt issued under the company's
1990 indenture involved a smaller lien basket and different
terms that could be triggered by the proposed refinancing.
Approximately US$11 million of notes issued under that indenture
remain (the 6.25% and 7.125% notes) following the company's debt
tender in March.  The company has not yet specified how these
notes will be treated with respect to the terms of the
indenture.

The company will use US$190 million of the proceeds from the new
term loan to reduce usage under its accounts receivable
securitization program, which was roughly US$206 million at the
end of March 2006.  The new revolving credit for US$850 million
will replace an existing US$900 million facility.  The
transaction will not materially increase the company's
indebtedness, but will further extend its debt maturity profile.
The refinancing will not affect prospects for the company's
operations or cash flows.  Changes to the company's financial
covenants will provide incremental headroom for financial
covenant compliance. Covenants are not expected to constrain
effective availability under the revolving credit facility over
the next 12 months.  In turn, this enhances the company's
financial flexibility.  Consequently, the Corporate Family
rating of Ba2 has been affirmed.

The negative outlook, which is related to ratings not
incorporated in the review, represents continuing concerns
enumerated in Moody's rating action of April 4, 2006.
Principally these reflect uncertainty associated with the impact
to the company's performance in 2007 when new emission
regulations for commercial vehicles in North America come into
effect.  These could adversely affect results in ArvinMeritor's
Commercial Vehicle System's segment, which has accounted for the
vast majority of recent operating earnings while its Light
Vehicle System's segment has struggled with poor returns.
However, CVS's trailer, aftermarket, emission and international
operations may mitigate some of the anticipated decline in new
commercial vehicle production in North America.  In addition,
restructuring actions in both segments are expected to generate
savings.  While visibility on the extent of any potential
decline in the CVS business remains limited, margins within LVS
must show improvement to support the current ratings.  In the
absence of a material improvement in those margins, LVS results
may not fully offset any potential decline in CVS.  The negative
outlook also considers the potential for labor disruptions
should negotiations between Delphi Corporation, GM and the UAW
and between Tower Automotive, Ford and the UAW fail to resolve
current issues related to labor costs.

The remaining notes issued under the 1990 indenture could be
upgraded should they receive equal and ratable treatment with
the secured bank debt or receive other treatment that preserves
or enhances their position.  Conversely, should they for any
reason not be granted equal and ratable treatment their ratings
could be lowered.

The Ba1 rating on the new bank facilities reflects higher
recovery expectations based on their priority of claims.
However, the new bank facilities are not structured on a
borrowing base nor supported by appraisals on the pledged
assets.  The negative pledge clause in the 1998 and 2006
indenture also somewhat limits the extent of liens which can be
granted against foreign subsidiary shareholdings and inter-
company notes.  Moody's concluded the senior secured ratings
could be up-notched one level from Corporate Family.  Higher
recovery expectations on the secured debt, however, adversely
affects recovery expectations for unsecured obligations.
Ratings on unsecured instruments (other than those issued under
the 1990 indenture) have been lowered one notch from Corporate
Family.  Rating on Arvin Capital's backed preferred shares have
also been lowered one notch.

The Speculative Grade Liquidity rating of SGL-2 has been
affirmed and represents good liquidity over the next 12 months.
While the amount of the company's effective availability to its
external commitments has increased as a result of the financing,
prospects for free cash flow and other internal resources have
not changed sufficiently to support a higher overall rating at
this time.  However, the rating is better positioned within the
SGL-2 category.  The granting of security interests, related
terms, and continuing impact of the negative pledge clause under
the indentures, somewhat diminishes the capacity to develop
incremental sources of alternative funding.

ArvinMeritor, Inc., headquartered in Troy, MI, is a global
supplier of a broad range of integrated systems, modules and
components serving light vehicle, commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets. Revenues in fiscal 2005 were approximately US$8.9
billion.

Moody's affirmed these two ratings:

   -- Corporate Family: Ba2, and
   -- Speculative Grade Liquidity: SGL-2.

These two ratings were assigned:

   -- US$850 million first lien revolving credit: Ba1, and
   -- US$200 million first lien term loan: Ba1.

These six ratings were downgraded:

   ArvinMeritor, Inc.

      -- 6.75% notes maturing in 2008: to Ba3 from Ba2,
      -- 6.8% notes maturing in 2009: to Ba3 from Ba2,
      -- 8.75% notes maturing in 2012: to Ba3 from Ba2,
      -- 8.125% notes maturing in 2015: to Ba3 from Ba2 and
      -- Shelf filing for unsecured notes: to (P)Ba3 from
        (P)Ba2.

   Arvin Capital

      -- Backed preferred stock: to B1 from Ba3.

These two ratings are under review with uncertain direction:

   -- 6.625% notes maturing in 2007 (approximately
      US$5 million remaining) and

   -- 7.125% notes maturing in 2009 (approximately
      US$6 million remaining).


CITGO: New Houston Plant Owner May End Oil Pact with Venezuela
--------------------------------------------------------------
The new owner of the Lyondell-Citgo Refining L.P. -- a joint
venture of Citgo Petroleum Corporation and Lyondell Chemical Co.
-- won't be obliged to continue the crude oil supply arrangement
with Petroleos de Venezuela SA aka PDVSA, Citgo's parent firm
and Venezuela's state-run company, Lyondell told Dow Jones
Newswires.

As reported in the Troubled Company Reporter on June 6, 2006,
Venezuelan officials said that the new owner of the refinery had
to maintain the refinery's commitment to purchase Venezuelan
crude.

Dow Jones recalls that Felix Rodriguez, the president of Citgo,
said last month that Venezuela planned on maintaining crude
transactions to the refinery to preserve its market share in the
US.

However, Morris Gelb -- the chief operating officer of Lyondell
-- told Dow Jones that if the refinery is sold, the crude supply
agreement will no longer be in force and will be replaced with a
more market-based arrangement.

Dow Jones states that requiring the new owner to purchase
Venezuelan crude could complicate any deal.  Lyondell has also
disliked the current arrangement.

According to Dow Jones, Mr. Gelb attributed Lyondell's
inconsistent quarterly earnings before interest, taxes,
depreciation and amortization last year to the supply contract.
Better market conditions led to higher EBITDA.  The supply
accord, however, had prevented even greater profits.

Mr. Gelb told Dow Jones, "If we were to purchase all of the
crude on the open market at spot prices instead of just 40,000
barrels a day, we would generate an extra $250 to $300 million a
quarter in EBITDA."

Venezuela's oil ministry, says Dow Jones, insists that an accord
be mandatory, but Mr. Rodriguez was less assertive.

Mr. Gelb did not say if the terms of the sale would require the
new owner of the plant to enter into any crude agreement with
PDVSA nor did he reveal the terms of the plant's current supply
accord with PDVSA, Dow Jones states.

As reported in the Troubled Company Reporter on April 10, 2006,
Citgo had signed a letter of intent with Lyondell to jointly
explore the sale of their Lyondell-Citgo Refining L.P.  PDVSA
had said last September that it wanted to sell its stake in the
refinery to recover its US$5 billion investment.  Venezuela's
President Hugo Chavez had said the Citgo refineries have been a
bad deal for his country because they buy Venezuelan oil at a
discount while paying taxes in the US, the largest buyer of
Venezuelan crude.

The Troubled Company Reporter also reported on June 6 that PDVSA
said it received preliminary offers for the acquisition of the
refinery.  Alejandro Granado, PDVSA's head of refining, had said
that a decision regarding the sale would be made by the end of
the year.

Dow Jones relates that among companies that expressed interest
in buying the plant include Valero Energy Corp. aka VLO and
Brazil's Petroleos Brasileiro SA aka Petrobras.

Mr. Gleb gave no comments regarding the progress of the refinery
sale, Dow Jones reports.

Dow Jones adds that the refinery was created in 1993.  Lyondell
holds a 58.75% stake while Citgo owns about 41.25%.  The plant
processes 268,000 barrels of crude oil per day.

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

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

                        *    *    *

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

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


PETROLEOS DE VENEZUELA: Helping Cuba Improve Oil Production
-----------------------------------------------------------
Petroleos de Venezuela aka PDVSA told the Associated Press that
it will be sharing technology with Cuba for oil exploration,
production and refining.

AP reports that Cuba has signed an oil agreement with Intevep
-- PDVSA's research arm -- for projects aimed at:

   -- increasing oil production,
   -- improving the quality of fuels, and
   -- optimizing the refineries in Cuba.

Intevep will work with Ceinpet, Cuba's petroleum research
center, AP states.

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

                        *    *    *

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



                        ***********


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