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

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

          Monday, June 12, 2006, Vol. 7, Issue 115

                            Headlines


A R G E N T I N A

ARSAT: Argentine Gov't Investing ARS50 Million to Create Company
BELOROFONTE SA: Sets Aug. 9 Deadline for Verification of Claims
DROGUERIA FARMACO: Verification of Claims Ends on June 20
EUROMAYOR SA: Fitch Argentina Puts C Ratings on Four Debts
FINANSOL SA: Court Names Eduardo Moron as Bankruptcy Trustee

HIDROELECTRICA PIEDRA: Moody's LatAm Puts CC Ratings on Debts
LABORATORIO BACACAY: Creditors Have Until July 5 to File Claims
LORENZO MICHELENA: Trustee Won't Validate Claims After July 14
MEGALCUER SA: Seeks Reorganization Approval from Court
MERAK SA: Concludes Reorganization After Court OK's Debt Pact

RADIO SARASANTO: Trustee Validates Proofs of Claim Until July 21
ROMO SRL: Verification of Proofs of Claim Ends on Aug. 7
VALI SA: Closes Reorganization After Court Approves Debt Pact

* ARGENTINA: Testifies in International Court on Pulp Mill Case

B A H A M A S

WINN-DIXIE: Wants to Auction Montgomery Dist. Center on June 14

B E R M U D A

HATTERAS REINSURANCE: Chapter 15 Petition Summary
LORAL SPACE: To Design and Build Satellite for Sirius Satellite
QUANTA CAPITAL: Inks Pact with Chaucer to Create Managing Agency

B O L I V I A

BANCO DE CREDITO: Unit Posts US$3 Mil. First Quarter Profits

* BOLIVIA: Brazil Advisor Says Oil Negotiations Going Well

B R A Z I L

ADVANCED MEDICAL: Plans to Sell US$500M Sr. Subordinated Notes
BANCO HIPOTECARIO: Will Launch 75 New Branches by 2008
BANCO NACIONAL: Grants BRL500M to CSN's Transnordestina Project
BANCO SANTOS: Former Director Detained by Brazilian Police
BANCO SANTOS: Local Court Denies Bail to Former Company Head

SANTANDER BANESPA: S&P Affirms BB/B Counterparty Credit Rating
COMPANHIA SIDERURGICA: Secures BRL500-Mil. Financing from BNDES
EMBRATEL PARTICIPACOES: Warns Users About Forged Online Billing
PETROLEO BRASILEIRO: Continues Oil Price Talks with Bolivia

C A Y M A N   I S L A N D S

ADAMS STREET: Schedules Final General Meeting on June 29
ALLENSVILLE HOLDINGS: Proofs of Claim Must be Filed by June 29
ALLENSVILLE HOLDINGS: Final Meeting Scheduled for June 29
C-BASS ABS I: Last Day to File Proofs of Claim Is on June 29
CALLIDUS EUROPEAN: Holding Final General Meeting on June 29

CALLIDUS EUROPEAN (MASTER): Final Meeting Scheduled for June 29
CAMBIUM CAPITAL: Schedules Final General Meeting on June 29
CYRUS OPPORTUNITIES: Holding Final General Meeting on June 29
GENESIS CAPITAL: Last Day to File Proofs of Claim Is on June 29
HYGROVE OFFSHORE: Final General Meeting Scheduled for June 29

KKE INVESTMENT: Creditors Must File Proofs of Claim by June 29
NEW DIMENSION: Last Day to File Proofs of Claim Is on June 29
OKS HOLDING: Proofs of Claim Filing Deadline Is on June 29
ORPHEUS INT'L: Last Day to File Proofs of Claim Is on June 29
PARMALAT GROUP: Grand Cayman Court Appoints Kroll as Liquidator

RAMMS LIMITED: Last Day to File Proofs of Claim Is on June 29
REDWOOD CAPITAL III: Final General Meeting Scheduled for June 29
REDWOOD CAPITAL IV: Schedules Final General Meeting for June 29
RIGEL LIMITED: Final General Meeting Scheduled for June 29
SAKAE HOLDINGS: Proofs of Claim Filing Deadline Is on June 29

SPHINX STRATEGY: Chapter 15 Petition Summary
WHIN HOLDING: Creditors Must Submit Proofs of Claim by June 29
WISTERIA FUNDING: June 29 Is Last Day to File Proofs of Claim
YOKOHAMA DESIGN: Last Day to File Proofs of Claim Is on June 29

C O L O M B I A

ECOPETROL: Eyes Occidental's Concession in Ecuador

D O M I N I C A N   R E P U B L I C

AES CORP: Unit Shuts Down Due to Lack of Fuel

* DOMINICAN REPUBLIC: Trade with Canada Increases 15.8%

E C U A D O R

* ECUADOR: Ecopetrol Wants Occidental's Concession

J A M A I C A

AIR JAMAICA: Faces New Competition with Delta Airlines' Entry
DELTA AIR: Launches Flights to Jamaica

M E X I C O

AMERICAN AXLE: JP Morgan Grants US$200-Mil. Sr. Unsecured Loan
AMERICAN AXLE: Fitch Puts BB Rating on Senior Unsecured Loan
AMERICAN AXLE: S&P Places BB Rating on US$200M Unsecured Loan
BALLY TOTAL: Gayle Franger Named VP of Corporate & Brand Dev't
GRUPO MEXICO: Threatens to Close Down Cananea Mine

GRUPO MEXICO: Will Shut Down La Caridad Mine If Strike Goes On
INTELSAT LTD: March 31 Balance Sheet Upside-Down by US$290 Mil.
MERIDIAN: Asks Court's Nod on US$375 Million Exit Facility
MERIDIAN AUTOMOTIVE: Posts US$10.5 Mil. Net Loss in April 2006
MERIDIAN AUTOMOTIVE: Wants Until July 31 to File Chapter 11 Plan

P A R A G U A Y

* PARAGUAY: Ministry Mulls Five Offers for Natural Gas Pipeline

P E R U

UNIVERSAL COMMS: March 31 Balance Sheet Upside Down by US$3.5MM

* PERU: Environmentalists Seek to Suspend Mahogany Imports to US
* PERU: Reports US$6 Mil. in Banana Exports During First Quarter
* PERU: State-Owned Firm Mulls Filing Lawsuit Against Mobil Oil

P U E R T O   R I C O

ADELPHIA: Century-TCI & Parnassos Debtors File Joint Plan
ADELPHIA COMMS: Files Transaction Agreements for Sale Approval
OCA INC: Disclosure Statement Hearing Slated for June 19

T R I N I D A D   &   T O B A G O

BWIA WEST: Awards US$20-Mil. Contract to Cagney to Develop Brand
BWIA WEST: Plans Retrenchment of Employees, Says Union Leader

U R U G U A Y

* URUGUAY: Testifies in International Court on Pulp Mill Case

V E N E Z U E L A

ARVINMERITOR: Fitch Downgrades Issuer Default Rating to BB
ARVINMERITOR: S&P Pares Senior Unsecured Rating to BB- from BB

* VENEZUELA: Ships 1.2 Bil. Barrels of Asphalt to Dominica

* IDB & Crecera Close US$40M Expansion of LatAm Credit Service
* IDB & Microsoft Promote ICT Growth in LatAm & the Caribbean


                        - - - - -


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


ARSAT: Argentine Gov't Investing ARS50 Million to Create Company
----------------------------------------------------------------
Argentina's government will be investing 50 million pesos in
order to create Arsat, a new company that will provide satellite
services in the country, Infobae reports.

The investment will be made in two installments, one on July 31
and the second half on October 31, 2006.

The company will be entering the market as well in order to get
resources for the fabrication and installment of an Argentine
satellite.

The government has initially released 50 million pesos to fund
Arsat.  Out of the initial investment:

   -- 98% came from the Ministerio de Planificacion Federal,
      Inversion Publica y Servicios, and

   -- 2% belongs to the Ministry of Economy.

Once the administrative stage is past, the government will be
offering Class B and C shares in the market, which, Infobae
says, has already attracted buyers.

The company's operation is comprised of the 81 grados Oeste, the
satellite station Benavidez and the Nahuel1 satellite, already
in space.

The proceeds from the proposed issuance of Class B and C shares
will be used for the construction of a second satellite.  The
government intends to sell "Obligaciones Negociables" for US$250
million.

The government expects to generatae US$$90 million once the
satelite will be launched.  Other companies, as large as
Aeropuertos Argentina 2000, have already shown their interest in
participating in the project, Infobae says.

                        *    *    *

Fitch Ratings assigned these ratings on Argentina:

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


BELOROFONTE SA: Sets Aug. 9 Deadline for Verification of Claims
---------------------------------------------------------------
Reinaldo Pireni, the court-appointed trustee for the bankruptcy
case of Belorofonte S.A. sets Aug. 9, 2006, as last day for
verification of creditors' claims, La Nacion reports.  Creditors
who fail to submit the required documents will not qualify for
any post-liquidation distributions.

Buenos Aires Court No. 6 declared Belorofonte bankrupt at the
behest of Ediciones B. Argentina S.A., which the company owes
US$6,654.95.

Clerk No. 11 assists the court on the case.

The debtor can be reached at:

         Belorofonte S.A.
         Paraguay 643
         Buenos Aires, Argentina

The trustee can be reached at:

         Reinaldo Pireni
         Callao 930
         Buenos Aires, Argentina


DROGUERIA FARMACO: Verification of Claims Ends on June 20
---------------------------------------------------------
Marcela Enrietto, the court-appointed trustee for Drogueria
Farmaco Santa Fe S.R.L.'s insolvency case, will stop verifying
creditors' claims on June 20, 2006, Infobae states.

Creditors whose claims have not been verified by the trustee
won't receive any distribution or payment from the company.

The trustee will also present individual reports based on the
verified claims and a general report that contains an audit of
the company's accounting and banking records.

Creditors will vote on a settlement plan that the company will
present during an informative assembly.

The dates of submission of the reports and the schedule of the
informative assembly are yet to be disclosed.

A court in Santa Fe handles the proceeding.

The debtor can be reached at:

         Drogueria Farmaco Santa Fe S.R.L.
         Santiago del Estero 3623
         Santa Fe, Argentina

The trustee can be reached at:

         Marcela Enrietto
         Junta 2507
         Santa Fe, Argentina


EUROMAYOR SA: Fitch Argentina Puts C Ratings on Four Debts
----------------------------------------------------------
The Argentine arm of Fitch Ratings assigned these ratings to
Euromayor S.A. de Inversiones' debts:

  -- Obligaciones Negociables, Serie I, in pesos for
     US$6,799,800

    * last due: no date
    * rated date: June 7, 2006
    * rate: C (arg)

  -- Serie II, in dollars, for US$3,078,183

    * last due: June 10, 2006
    * rated date: June 7, 2006
    * rate: C (arg)

  -- Serie II in pesos, for US$4,421,817

    * last due: June 10, 2003
    * rated date: June 7, 2006
    * rate: C (arg)

  -- Serie I in dollars, for US$3,073,200

    * last due: no date
    * rated date: July 7, 2006
    * rate: C (arg)


FINANSOL SA: Court Names Eduardo Moron as Bankruptcy Trustee
------------------------------------------------------------
A court in Salta appointed Eduardo Antonio Moron de Aransay as
trustee for the bankruptcy proceeding of Finansol S.A.

Under bankruptcy protection, the control of Finansol's assets is
transferred to Mr. De Aransay, who will supervise the
liquidation proceeding.

Mr. De Aransay will:

     -- verify creditors' proofs of claim;
     -- provide the court with individual reports on the
        forwarded claims and
     -- provide the court with a general report containing an
        audit of Finansol's accounting and business records.

The verification deadline and the submission of these reports
are yet to be disclosed.

The trustee can be reached at:

         Eduardo Antonio Moron de Aransay
         General Guemes 1328, Ciudad de Salta
         Salta, Argentina


HIDROELECTRICA PIEDRA: Moody's LatAm Puts CC Ratings on Debts
-------------------------------------------------------------
Moody's Latin America assigned these ratings to Hidroelectrica
Piedra del Aguila S.A.:

  -- Clase II under the program of US$300 million, for
     US$97,300,000

    * last due: June 30, 2009
    * rated date: June 8, 2006
    * rate: CC

  -- Clase I for US$97,300,000, included under the program for
     US$300 million

    * last due: July 31, 2009
    * rated date: June 8, 2009
    * rate: CC


LABORATORIO BACACAY: Creditors Have Until July 5 to File Claims
---------------------------------------------------------------
Creditors of bankrupt company, Laboratorio Bacacay S.A., are
required to present their claims to Adriana Benzer, the court-
appointed trustee, by July 5, 2006, La Nacion reports.
Creditors who fail to submit the required documents will not
qualify for any post-liquidation distributions.

Buenos Aires' Court No. 6 declared the company bankrupt at the
behest of Marcelo Salvador Romero, the company's creditor.

Clerk No. 12 assists the court on the case.

The debtor can be reached at:

         Laboratorio Bacacay
         Bacacay 3952
         Buenos Aires, Argentina

The trustee can be reached at:

         Adriana Benzer
         Montevideo 149
         Buenos Aires, Argentina


LORENZO MICHELENA: Trustee Won't Validate Claims After July 14
--------------------------------------------------------------
Ana Maria Palacios, the court-appointed trustee of bankrupt firm
Lorenzo Michelena S.A., will not validate claims submitted after
July 14, 2006, Infobae reports.

The validated claims will be presented in court as individual
reports.  A general report that contains an audit of the
company's accounting and banking records is also expected in
court.

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

A court in Mercedes, Buenos Aires, handles the proceeding.

The debtor can be reached at:

         Lorenzo Michelena S.A.
         Nueve de Julio 1800 Lujan
         Buenos Aires, Argentina

The trustee can be reached at:

         Ana Maria Palacios
         Calle 28, Numero 460, Mercedes
         Buenos Aires, Argentina


MEGALCUER SA: Seeks Reorganization Approval from Court
------------------------------------------------------
Buenos Aires' Court No. 21 is currently reviewing the merits of
the reorganization petition filed by Megalcuer S.A.  Argentine
daily La Nacion reports that the company filed the request after
defaulting on its debt payments since May 8, 2006.

The reorganization petition, if granted by the court, will allow
Megalcuer to negotiate a settlement with its creditors in order
to avoid a straight liquidation.

Clerk No. 42 assists the court on this case.

The debtor can be reached at:

           Megalcuer S.A.
           Sanchez 2054
           Buenos Aires, Argentina


MERAK SA: Concludes Reorganization After Court OK's Debt Pact
-------------------------------------------------------------
The reorganization of Buenos Aires-based Merak S.A. has ended.
Data revealed by Infobae on its Web site indicated that the
process was concluded after Buenos Aires' Court No. 7, with
assistance from Clerk No. 13, approved the debt agreement signed
between the company and its creditors.

The settlement plan was approved by Merak's creditors during the
informative assembly on Aug. 31, 2005.

The debtor can be reached at:

         Merak S.A.
         Merlo 366, Moreno
         Buenos Aires, Argentina
         Phone: (54)-(237) 4630009


RADIO SARASANTO: Trustee Validates Proofs of Claim Until July 21
----------------------------------------------------------------
Court-appointed trustee Hector Palma will validate creditor's
proofs of claim against Radio Sarasanto S.R.L. until
July 21, 2006, Infobae reports.

Buenos Aires Court No. 24 declared Radio Sarasanto bankrupt at
the request of Daniela Rojas, whom the company owes
US$41,118.39.

Clerk No. 49 assists the court in this case.

The debtor can be reached at:

         Radio Sarasanto S.R.L.
         Pasaje Nanduti 1456
         Buenos Aires, Argentina

The trustee can be reached at:

         Hector Palma
         Rodriguez Pena 694
         Buenos Aires, Argentina


ROMO SRL: Verification of Proofs of Claim Ends on Aug. 7
--------------------------------------------------------
Maria C. Agrelo, court-appointed trustee for the bankruptcy case
of Romo S.R.L. won't verify creditors' proofs of claim after
Aug. 7, 2006.

La Nacion relates that Buenos Aires' Court No. 17 declared Romo
S.R.L. bankrupt at the request of Luis Falcon, whom the company
owes US$8,894.52.

Clerk No. 33 assists the court in this case.

The debtor can be reached at:

         Romo S.R.L.
         Olavarria 1722
         Buenos Aires, Argentina

The trustee can be reached at:

         Maria C. Agrelo
         Viamonte 1365
         Buenos Aires, Argentina


VALI SA: Closes Reorganization After Court Approves Debt Pact
-------------------------------------------------------------
The reorganization of Vali 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. 7 of
Buenos Aires, with the assistance of Clerk No. 13, approved the
debt agreement signed between the company and its creditors.

Vali's creditors approved the settlement plan during the
informative assembly on Aug. 31, 2005.

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Court No. 7 approved the company's petition to reorganize its
business.  Jorge Stanislavsky was appointed as trustee for the
proceeding.

Mr. Stanislavsky verified creditors' proofs of claim until
Nov. 12, 2004.  The verified claims were used as basis in
creating individual reports that were presented in court on
Dec. 27, 2004.  Mr. Stanislavsky also submitted a general report
that contains an audit of the company's accounting and banking
records on March 8, 2005.

The trustee can be reached at:

         Jorge Stanislavsky
         Talcahuano 768
         Buenos Aires, Argentina


* ARGENTINA: Testifies in International Court on Pulp Mill Case
---------------------------------------------------------------
Argentina presented its arguments against the construction of
two pulp mills in the Uruguay River before the International
Court of Justice, Merco Press reports.

The ICJ held the first hearing on the potential environmental
impact of the construction of the mills at its large chamber at
The Hague on Thursday, June 8, Merco Press relates.

Merco Press says that the Argentine attorneys emphasized the
potential deterioration of the ecosystem and socio-economic
prospects along the Uruguay River, which Argentina manages with
Uruguay.

However, Uruguayan representatives said there was no immediate
or irreparable negative impact that the construction would bring
and no legal basis for stopping the project, according to Merco
Press.

Susana Ruiz Cerutti, an Argentine foreign ministry legal
adviser, criticized the Uruguayan capital Montevideo's decision
to authorize the plants, saying it was a violation of the
obligation for prior consultation established in the 1975
Uruguay River Statute -- the bilateral treaty governing the
management of the waterway.

The plants being built by Spain's Ence and Finland's Botnia will
damage the water quality, emit noxious waste and have a negative
impact on the socio-economic development of Argentina's
riverbank region by discouraging investment in the tourism
sector, Romina Picolotti -- the head of the Argentine Center for
Human Rights and the Environment -- told Merco Press.

Alain Pellet, a French jurist and one of the international legal
experts representing Argentina, told Merco Press, "The
construction causes damage and ... would aggravate the
situation.  Only the precautionary measures can avoid the
irreparable."

Merco Press says that the possibility of serious, imminent and
irreversible damage is one of the main criteria that the 15
judges in the ICJ must consider before making a decision.

However, Ambassador Hector Gros Espiell -- the head of the
Uruguayan representatives -- countered Argentina's allegations,
saying that the firms operating the factories will be obligated
to fulfill environmental requirements equivalent to those
established in the European Union.

Merco Press reports that Mr. Espiell said the forced suspension
of the construction would halt foreign investments in Uruguay
valued at US$1.8 billion, the largest outside investment the
country has ever received.  According to him, it would seriously
affect Uruguay's right to establish modern industries that are
necessary for its development.

Mr. Espiell, according to Merco Press, said that Uruguay made no
violations on the 1975 statute regarding the consultation
process.  He cited Montevideo's proposal to conduct joint
supervision with Argentina to monitor the alleged destructive
effects of the mills.

Merco Press relates that Justice Luigi Condorelli, a member of
the Uruguayan delegation, said there is no legal basis for the
precautionary measure Argentina wanted, as the statute only
allows the suspension if a region's water quality would be
altered.  The factories, he said, is yet to begin operations in
2007 and 2008.

The first session was scheduled to end on Friday.  The ruling on
the precautionary measures will be made after a period of
deliberations, Merco Press reports.  Some sources say it could
take weeks.

                        *    *    *

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.

                        *    *    *

Fitch Ratings assigned these ratings on Argentina:

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




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


WINN-DIXIE: Wants to Auction Montgomery Dist. Center on June 14
---------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to authorize
WD Logistics, Inc., to sell its fee simple title interest in the
Montgomery Distribution Center, together with all related
improvements, free and clear of liens, claims and interests at
an auction to the bidder submitting the highest or best offer.

All bids must be submitted not later than 12:00 p.m. on
June 12, 2006.  The Debtor will conduct the auction at 10:00
a.m. on June 14, 2006.

In no event will the Assets be sold at the Auction for less than
US$7,000,000.  If an acceptable bid is received, the Court will
hold a hearing to consider the Sale of the Assets on
June 15, 2006.

WD Logistics, Inc., owns a distribution center in Montgomery,
Alabama.  Since filing for bankruptcy, the Debtors have
consolidated their distribution process and no longer need the
Montgomery Distribution Center.

DIM Asset Management, Inc., assisted the Debtors in marketing
the Montgomery Distribution Center to potential purchasers.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King
& Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed US$2,235,557,000 in total assets and
US$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-
7000).




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


HATTERAS REINSURANCE: Chapter 15 Petition Summary
-------------------------------------------------
Petitioners: Mike Morrison and Charles Thresh
             Foreign Representatives

Debtor: Hatteras Reinsurance Ltd.
        Bermuda

Case No.: 06-11304

Type of Business: The Debtor offers financial and
                  insurance services.

Chapter 15 Petition Date: June 8, 2006

Court: Southern District of New York (Manhattan)

Judge: James M. Peck

Petitioner's Counsel: Kenneth P. Coleman, Esq.
                      Stephen Doody, Esq.
                      Allen & Overy LLP
                      1221 Avenue of Americas
                      New York, New York 10022
                      Tel: (212) 610-6300
                      Fax: (212) 610-6399

Estimated Assets: Unknown

Estimated Debts:  Unknown


LORAL SPACE: To Design and Build Satellite for Sirius Satellite
---------------------------------------------------------------
Sirius Satellite Radio entered into an agreement with Space
Systems/Loral, a subsidiary of Loral Space & Communications, for
the design and construction of a new satellite that will be one
of the most advanced and powerful communications satellites ever
built.

The satellite's construction is expected to be completed in the
fourth quarter of 2008.  SIRIUS plans to launch the satellite on
a Proton rocket under a contract between SIRIUS and
International Launch Services.  The satellite will be launched
into a geostationary orbit to complement SIRIUS' existing three
satellites, which were also manufactured by Space Systems/Loral
and operate in a highly elliptical geosynchronous orbit.  This
unique hybrid constellation will provide unparalleled
redundancy, enhanced coverage and exceptional performance.

"This investment in next generation space technology will
improve SIRIUS' already exceptional service experience," said
Mel Karmazin, CEO of SIRIUS.  "Not only will this satellite
support our other three satellites currently in orbit, but it
will also improve reception for all SIRIUS subscribers whether
they are in their car, office, home or jogging in the park."

The aggregate cost of designing, building, launching and
insuring the launch of the satellite will be approximately
US$260 million.  As part of its commitment to SIRIUS, Loral has
agreed to provide a US$100 million vendor financing facility.
SIRIUS has no current plans to draw under the vendor financing
facility.

SIRIUS continues to expect that its first quarter of positive
free cash flow, after capital expenditures, could be reached as
early as the fourth quarter of 2006, and that the company will
be free cash flow positive, after capital expenditures, for the
full-year 2007.  The payments associated with the purchase and
launch of this satellite were anticipated in SIRIUS' guidance
concerning free cash flow positive.

                    About Sirius Satellite

Headquartered in New York City, Sirius Satellite Radio Inc. --
http://www.sirius.com/-- is the leading provider of sports
radio programming, broadcasting play-by-play action of more than
350 pro and college teams.  SIRIUS features news, talk and play-
by-play action from the NFL, NBA, NHL, Barclays English Premier
League soccer, the Wimbledon Championships and more than 125
colleges, plus live coverage of several of the year's top
thoroughbred horse races.  SIRIUS is the only radio outlet to
provide listeners with every NFL game, and airs over 1000 NBA
games per season, plus up to 40 NHL games per week.  SIRIUS also
features programming from ESPN Radio and ESPNews.

                      About Loral Space

Loral Space & Communications -- http://www.loral.com/-- is a
satellite communications company.  It owns and operates a fleet
of telecommunications satellites used to broadcast video
entertainment programming, distribute broadband data, and
provide access to Internet services and other value-added
communications services.  Loral also is a world-class leader in
the design and manufacture of satellites and satellite systems
for commercial and government applications including direct-to-
home television, broadband communications, wireless telephony,
weather monitoring and air traffic management.

The Company and various affiliates filed for chapter 11
protection (Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.
Stephen Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal
& Manges LLP, represented the Debtors in their successful
restructuring and prosecution of their Fourth Amended Joint Plan
of Reorganization to confirmation on Aug. 1, 2005.  As of
Dec. 31, 2004, the Company listed assets totaling approximately
$1.2 billion and liabilities totaling approximately US$2.3
billion.


QUANTA CAPITAL: Inks Pact with Chaucer to Create Managing Agency
----------------------------------------------------------------
Quanta Capital Holdings Ltd. signed a non-binding Heads of
Agreement with Chaucer Holdings PLC, the specialist Lloyd's
insurer, and the senior underwriting team of Syndicate 4000
under which a new managing agency, Pembroke Managing Agency
Limited, will be created.

Pembroke, which will provide technical and administrative
support and oversight to Syndicate 4000, is a joint venture
among Quanta, Chaucer and the Syndicate 4000 underwriting team.
Quanta believes that Pembroke will enable Syndicate 4000 to
maintain, and grow, a long-term underwriting presence within
Lloyd's without requiring direct technical or administrative
support from Quanta.  It also enables the Syndicate to utilize
the significant market capabilities of Chaucer and assures the
long-term alignment of incentives with the underwriting
management team.  The agreement provides for Chaucer to hold a
majority interest in Pembroke.

Under the terms of the heads of agreement, Quanta's capital
remains committed to the syndicate, while Chaucer and Quanta
will work together closely to diversify the provision of capital
to the syndicate to ensure an orderly transfer of the business
management to Pembroke. Chaucer will agree to provide up to 10
percent of the secured capital to support underwriting capacity
for 2007.

Jim Ritchie, the Chairman of Quanta, said, "I believe that the
best way to assure the long-term financial success of the
Syndicate is to align the underwriting team with Chaucer and
Quanta around the common goal of providing superior underwriting
results.  The Pembroke structure, along with the exceptional
skills of the Syndicate 4000 underwriting team, are designed to
do just that."

Bob Lippincott, Quanta's Interim Chief Executive Officer,
stated, "This agreement is consistent with our previously stated
support of Syndicate 4000 and its efforts to diversify its base
by attracting new capital into a good market serviced by a great
underwriting team. This new joint venture accomplishes three key
objectives -- it preserves the value of Quanta's investment in
Syndicate 4000, enables us to realize the underwriting results
from the Syndicate's existing portfolio and allows us to share
in the results of future underwriting while building intrinsic
value.  We believe that the Syndicate management team has built
an impressive operation and we look forward to the continued
success of Syndicate 4000."

The transaction is subject to FSA and Lloyd's approval,
completion of definitive agreements and any necessary
shareholder approvals of the parties.

Quanta Capital Holdings Ltd., a Bermuda holding company,
provides specialty insurance, reinsurance, risk assessment and
risk consulting products and services through its subsidiaries.
Through operations in Bermuda, the United States, Ireland and
the United Kingdom, Quanta focuses on writing coverage for
specialized classes of risk through a team of experienced,
technically qualified underwriters.  The company offers
specialty insurance and reinsurance products that often require
extensive technical underwriting skills, risk assessment
resources and engineering expertise.  Quanta is listed on the
NASDAQ stock market and trades under the symbol QNTA.

                        *    *    *

As reported in the Troubled Company Reporter on June 9, 2006,
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.

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




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


BANCO DE CREDITO: Unit Posts US$3 Mil. First Quarter Profits
------------------------------------------------------------
Banco de Credito de Bolivia S.A., a subsidiary of Banco de
Credito del Peru, reported a 347% increase in profits to US$3.06
million in the first quarter 2006 from US$881,000 in the first
quarter 2005, as indicated in the figures recorded by local
banking regulator SBEF.

Business News Americas reports that financial income increased
29% to US$8.84 million in the first quarter this year, compared
to the same quarter of last year.

Performing loans grew 15% to US$330 million.  The bank's
administrative expenses, BNamericas says, grew 8% to US$7.06
million.  Liabilities rose 18% to US$461 million.

Banco de Credito's assets increased 15% to US$521 million. The
bank ranked fourth in the local banking system with an asset
market share of 13.2%, BNamericas states.

                        *    *    *

As reported in the Troubled Company Reporter on Jan. 10, 2005,
Standard & Poor's Rating Services said that ratings on
Banco de Credito del Peru (CREDITC1.VL; BB-/Stable/B) would
remain unaffected after the bank announced its agreement to
acquire BankBoston N.A.'s US$403 million loan portfolio in Peru.
The portfolio is largely concentrated in the commercial segment
and is allocated among 1,300 customers.  The transaction was
expected to be finalized by the end of January and would be
financed with BCP's existing excess liquidity.  The bank's BIS
capitalization ratio would remain at comfortable levels-above
13%-following the acquisition.  The transaction consolidates the
bank's already significant leadership position, increasing its
market share in loans to 33% from 30%.  BCP is the largest bank
in Peru.  The institution is engaged in retail banking, asset
management, private banking, and treasury and corporate banking
activities directly or through subsidiaries.  BCP has Peruvian
new soles 23.1 billion (US$6.9 billion) in assets as of
September 2004, with the largest branch network nationwide.

                        *    *    *

As reported in the Troubled Company Reporter on Jan. 2, 2006,
Moody's Investors Service withdrew all of its ratings for
Banco de Credito de Bolivia S.A. for business reasons.  These
ratings were withdrawn:

   -- Long Term Foreign Currency Deposits: Caa1
   -- Short Term Foreign Currency Deposits: Not Prime
   -- Long Term Local Currency Deposits: Caa1
   -- Short Term Local Currency Deposits: Not Prime
   -- Bank Financial Strength: E
   -- National Scale Rating: A1.bo


* BOLIVIA: Brazil Advisor Says Oil Negotiations Going Well
----------------------------------------------------------
Bolivia's negotiations with Brazil regarding the hydrocarbons
nationalization decree are going well, Marco Garcia, the special
international advisor of Brazil's President Lula da Silva, told
the press in Brazil.

Business News Americas relates that the two nations' government
authorities and representatives of their respective state oil
firms -- Brazil's Petroleos de Venezuela aka Petrobras and
Bolivia's YPFB -- have been negotiating since May.

The talks revolve around the price of gas that Bolivia sells to
Brazil, BNamericas states.  Petrobras currently pays about
US$3.80/MBTU.  According to Brazilian press, Bolivia intends to
increase the price by 50%-100%.

Petrobras said in previous reports that it would not accept
price increases.  President Lula has assured that gas prices
will not increase.

The two countries also talked about compensation for the
nationalization of some of Petrobras' assets in Bolivia.

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

                        *    *    *

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

                        *    *    *

Fitch assigned these ratings 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+

                        *    *    *

Fitch Ratings assigned these ratings on Bolivia:

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




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


ADVANCED MEDICAL: Plans to Sell US$500M Sr. Subordinated Notes
--------------------------------------------------------------
Advanced Medical Optics, Inc. intends to offer, subject to
market conditions and other factors, approximately US$450
million aggregate principal amount of convertible senior
subordinated notes due 2026, plus up to an additional US$50
million of notes subject to the initial purchasers' option.

The offering will be made only to qualified institutional buyers
in accordance with Rule 144A under the Securities Act of 1933.
The notes will be unsecured senior subordinated obligations of
AMO.

The interest rate, conversion price and other terms of the notes
will be determined by negotiations between AMO and the initial
purchasers of the notes.

AMO expects to use the net proceeds from the offering, and
borrowings under its senior credit facility, to purchase
US$500 million worth of shares of its common stock, as well as
to purchase up to US$100 million of its outstanding convertible
notes through privately negotiated repurchases.

The common stock will be purchased through an accelerated share
repurchase arrangement with one or more of the initial
purchasers and/or their affiliates with substantially all of the
shares being delivered with the closing of the sale of the notes
or shortly thereafter.

               About Advanced Medical Optics

Based in Santa Ana, California, Advanced Medical Optics, Inc.
-- http://wwwamo-inc.com/-- is a global medical device leader
focused on the discovery and delivery of innovative vision
technologies that optimize the quality of life for people of
all ages.  Products in the ophthalmic surgical line include
intraocular lenses, laser vision correction systems,
phacoemulsification systems, viscoelastics, microkeratomes and
related products used in cataract and refractive surgery.  AMO
employs approximately 3,600 worldwide.  The company has
operations in 24 countries and markets products in 60 countries.
The company's Latin American operations are in Brazil and Puerto
Rico.


BANCO HIPOTECARIO: Will Launch 75 New Branches by 2008
------------------------------------------------------
Banco Hipotecario's president, Clarisa Lifsic, told Business
News Americas that the bank plans to open 75 new branches by
2008 to prepare for a rebound in the sluggish mortgage loan
market.

Adding 75 new branches would bring the number of Hipotecario's
units to 100, BNamericas states.

Ms. Lifsic also confirmed to BNamericas Banco Hipotecario's
intentions of growing through an acquisition.

Ms. Lifsic told BNamericas that the Argentine banking system has
recovered, due to SME and consumer loan demand, from the
economic and financial crisis.  Mortgage lending, however, has
been lagging as real estate prices have gone up since the crisis
while salaries have increased 60%.

BNamericas relates that Ms. Lifsic believes that due to rising
demand from the middle class, the local mortgage loan market
could increase during the next five years.  She said that before
the 2001-2002 financial crisis, mortgage loans totaled 4% of
GDP, and now it is at 1.6%.

"The mortgage market's problem is that banks cannot issue long-
term loans at fixed rates when they are receiving almost only
short-term deposits.  That's why we need to work with the
government to find ways to subsidize mortgage loans granted to
the middle and lower income classes," Ms. Lifsic told
BNamericas.

Hipotecario, says BNamericas, currently has a mortgage loan
portfolio of about US$673 million and some 350,000 mortgage
customers.

                        *    *    *

As reported in the Troubled Company Reporter on March 28, 2006,
Standard & Poor's Ratings Services raised to B the foreign and
local currency counterparty credit ratings on Banco Hipotecario
S.A.  This rating action followed the upgrade on the
Republic of Argentina.

S&P raised the bank's global foreign and local currency
ratings on Argentina to 'B' from 'B-' and the ratings on the
national scale to 'raAA-' from 'raA', reflecting Argentina's
improved external and fiscal flexibility.

S&P said the outlook on the sovereign rating is stable.

S&P's transfer and convertibility risk assessment for Argentina
was raised to 'BB-', two notches higher than Argentina's foreign
currency rating.

S&P raised the rating on Banco Hipotecario one notch to
'B/Stable/--', in tandem with the sovereign upgrade on
Argentina, reflecting the close linkage between the credit
quality of the sovereign and that of its financial system.

                        *    *    *

As reported in the Troubled Company Reporter on June 5, 2006,
Moody's Investors Service upgraded the bank financial strength
rating of Banco Hipotecario S.A. to E+ from E.  These ratings
were affected:

   -- Bank Financial Strength Rating: upgraded to E+ from E,
      with positive outlook;

   -- Long-term global local-currency deposit rating: Ba3 with
      stable outlook;

   -- Short-term global local-currency deposit rating: Not Prime
      with stable outlook; and

   -- National scale rating for foreign currency deposits:
      Ba1.ar with stable outlook.

Moody's affirmed these ratings:

   -- National scale rating for local-currency deposits: Aa1.ar
      with stable outlook;

   -- Long-term foreign currency-deposit rating: Caa1 and

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

                        *    *    *

As reported in the Troubled Company Reporter on May 16, 2006,
Fitch Ratings assigned these ratings to Banco Hipotecario S.A.:

   -- long term Issuer Default Ratings 'B-';
   -- foreign and local currency short term IDRs 'B';
   -- individual rating 'D'; and
   -- support rating '5'.

Moody's said the rating outlook is stable.


BANCO NACIONAL: Grants BRL500M to CSN's Transnordestina Project
---------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social aka BNDES
approved a BRL500-million financing to Companhia Siderurgica
Nacional aka CSN.  The funds will be used by CSN to invest in
Companhia Ferroviaria do Nordeste or CFN, for application in the
New Transnordestina project, which will create new agricultural
export corridors in the Northeast hinterland.

With a forecast of creating 1.5 thousand direct jobs, this
logistic endeavor has been structured by the private enterprise
since 1998, jointly with BNDES, and since then it has been
receiving applications from the Bank, by means of the Northeast
Investment Fund or Finor.

Total investment in New Transnordestina is estimated at about
BRL4.5 billion, involving funds from:

   -- CSN,
   -- BNDES,
   -- Finor and
   -- Northeast Development Fund or FDNE.

In addition to the BRL500 million now financed by BNDES, CSN
will invest another BRL550 million in the project's final stage.
From this total, BRL400 million will be lent by BNDES, under its
Financing to Endeavors line or Finem.  Finor will contribute
BRL823 million, while FDNE will participate with funds of nearly
BRL2.2 billion.

The costs of expropriation will be settled through a federal
government budgetary item and the expenses with acquisition of
railway rolling stock will be covered by an operating leasing,
after completion of the works.

Implementation of the new Transnordestina will allow the
creation of new export corridors for agricultural products,
connecting the West to the State of Bahia, the South of the
State of Maranhao and the Southeast of the State of Piau¡ to the
ports of Pecem, in the State of Ceara, and Suape, in the State
of Pernambuco.

The railway will have 1,815 km extension, with 1,193 km of new
lines and 622 km of old lines, to be reformed.  The project
includes the construction of branches and subbranches in the
Northeast network; restoration or reformation of segments
already operated by CFN; and the construction of two private
port terminals - one in Port of Pecem and the other in Port of
Suape.

The segments to be constructed or reformed are located in the
States of Ceara, Piau¡ and Pernambuco, connecting the railway
terminal (embarkation stop) in the City of Eliseu Martins, in
the State of Piaui, to the ports of Pecem and Suape.

The project chose to build the port terminals in Pecem and
Suape, because the two ports may receive deep draft ships with
higher loading capacity, used in the export of grains.

The new segments will have large gauge, in order to adopt a
solution allowing higher productivity, while the old segments
will be reformed to mixed gauge, to use partially CFN's
permanent road.

In addition to the large gauge, the main feature of the railway
to be implemented is the preparation of a modern layout, with
technical characteristics allowing the transport of cargoes at
low cost. Therefore, CFN intends to obtain four performance
indicators:

   -- trains with 104 wagons;
   -- cargo of 33 tons/axis;
   -- speed of 30 km/hour; and
   -- capacity to transport 30 million tons/year, with low
      consumption of fuel.

With a capital stock of BRL1.68 billion, fully subscribed and
paid-in, CSN is controlled by Vicunha Siderurgia S.A., which
holds 43.98% of the voting capital.  The second largest
shareholder is BNDES Participacoes S.A., with 6.84%, followed by
CSN's Employees Fund, with 4.47%.

                    New Transnordestina

The New Transnordestina project consists of:

   -- construction of branches and subbranches at the area
      under influence of the Northeast network granted to CFN;

   -- reformation and restoration of CFN's segments; and

   -- construction of two private port terminals, at the Ports
      of Pecem in the State of Ceara and Suape in the State of
      Pernambuco.

The new railway will have 1,815 km, of which 1,193 km of new
lines and 622 km of reformation of existing lines, in accordance
with the table and map below.  It should be reminded that the
distances between segments are just indicative, since there is
not yet an environmental licensing project.

The project offers an alternative to flow off the production of
grains, of said northlander savanna, occurring in the West of
the States of Bahia, Piaui and Maranhao.  The grain production
growth in those regions, created by the project, may lead to the
establishment of productive activities based on agribusiness
along the railway's layout, for the development and supply of
domestic market.  Another important market to be reached by the
project is the plaster center in Araripina in the State of
Pernambuco.

                        *    *    *

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

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

                        *    *    *

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.


BANCO SANTOS: Former Director Detained by Brazilian Police
----------------------------------------------------------
The federal police in Brazil detained Ricardo Ferreira de Souza
e Silva, the former director of Banco Santos, and confiscated
about US$390,000 in cash, according to local press.

Reports say that the confiscated cash raised suspicions on money
laundering.

As reported in the Troubled Company Reporter on Sept. 23, 2005,
a local court ordered the liquidation of Banco Santos by Judge
Caio Marcelo Oliveira, in light of the bank's negligent
administration, often engaging in illegal practices.  The
Brazilian Central Bank intervened in Banco Santos and its
brokerage in November last year due to financial woes and
alleged irregularities. In June, the central bank-appointed
manager of the bank, Vanio Aguiar, officially sought the bank's
liquidation.  Local press suggested that the most creditors
could expect from the liquidation was about 10% of their
outstanding credits.

Business News Americas relates that Banco Santos' total debt was
BRL7.32 billion in September 2005 -- including the BRL1.58
billion in lost deposits by firms, investment funds and pension
funds.

The government will auction the art collection of Edemar cid
Ferreira, the former president and owner of the bank, to pay off
the outstanding debts, BNamericas states.

Ms. Ferreira allegedly hid the artworks from authorities to keep
them from being auctioned, BNamericas reports.

Banco Santos is a wholesale bank that was geared mainly towards
corporate banking and chiefly focused on the medium-sized
enterprise segment.


BANCO SANTOS: Local Court Denies Bail to Former Company Head
------------------------------------------------------------
A local court in Brazil denied bail to Edemar cid Ferreira, the
former president and owner of Banco Santos who is facing fraud
and money laundering charges, Business News Americas reports.

According to BNamericas, Ms. Ferreira allegedly issued loans to
non-existent firms as a means of taking money from bank coffers.

As reported in the Troubled Company Reporter on Sept. 23, 2005,
a local court ordered the liquidation of Banco Santos by Judge
Caio Marcelo Oliveira, in light of the bank's negligent
administration, often engaging in illegal practices.  The
Brazilian Central Bank intervened in Banco Santos and its
brokerage in November last year due to financial woes and
alleged irregularities. In June, the central bank-appointed
manager of the bank, Vanio Aguiar, officially sought the bank's
liquidation.  Local press suggested that the most creditors
could expect from the liquidation was about 10% of their
outstanding credits.

BNamericas relates that Banco Santos' total debt was BRL7.32
billion in September 2005 -- including the BRL1.58 billion in
lost deposits by firms, investment funds and pension funds.

The government will auction the art collection of Ms. Ferreira,
to pay off the outstanding debts, BNamericas states.
Ms. Ferreira allegedly hid the artworks from authorities to keep
them from being auctioned.

Banco Santos is a wholesale bank that was geared mainly towards
corporate banking and chiefly focused on the medium-sized
enterprise segment.


SANTANDER BANESPA: S&P Affirms BB/B Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB/B'
counterparty credit rating on Banco Santander Brasil S.A., Banco
Santander Meridional S.A., and Banco do Estado de Sao Paulo S.A.
The outlook on the ratings is stable.

Banco Santander Brasil S.A., Banco Santander Meridional S.A.,
and Banco do Estado de Sao Paulo S.A. form what we call the
Santander Banespa group.  "We consider the three banks as
strategic and core units of the group, and therefore assign the
same rating to the consolidated and the individual entities,"
said Standard & Poor's credit analyst Tamara Berenholc.

The ratings incorporate:

    -- the uncertainties of operating in Brazil and the exposure
       of Santander Banespa to the economic and industry risk of
       the local financial system;

    -- the group's challenge to continue boosting revenues from
       clients to dilute the substantial technological and
       advertising investments that negatively affect the
       group's efficiency ratio; and

    -- to continue increasing its retail market share in the
       Brazilian banking industry despite strong competition.

These negative factors are mitigated by:

    -- the group's strong franchise in the South/Southeast
       regions of the country;

    -- the adequate profitability and increasing revenues from
       its commercial operation, reflecting the successful
       implementation of its business model; and

    -- the benefits of belonging to Banco Santander Central
       Hispano S.A. (AA-/Positive/A-1+), leveraging on the
       parent's retail bank know-how and the potential synergies
       derived from the ownership.

Santander Banespa is the fourth-largest private financial group
in Brazil in terms of assets.  Despite holding a relatively
lower market share in terms of the system's loans and deposits,
the group has a larger market presence in the South and
Southeast regions of Brazil, where it has the third-largest
branch network.

Santander Banespa's business profile has consistently improved
as a consequence of better product coverage, strong
commercialization effort, and focus on segmentation of the
client base.  As a consequence, the group has been able to
improve its revenue mix toward higher commercial and clientele
results, and has gained market share in retail funds, deposits,
and total lending.  In our opinion, Santander Banespa's key
success factors, which include a competitive product base and
loyal clientele, provide room to further expand its retail
franchise and as consequence gather the benefits of cross
selling.  Being part of Banco Santander Central Hispano,
Santander Banespa also benefits from the technology, culture,
management skills, and commercial know-how of its parent,
besides the potential global synergy for the wholesale
operation.  Brazil is also the largest contributor, among the
Latin American subsidiaries, to the group's results.

The stable outlook reflects the expectation that the group will
retain its dynamism in the commercial area, maintaining its
market position while preserving its good profitability (with
continued efforts on the efficiency front) and asset quality
despite significant credit growth.

S&P expects to raise the ratings on the three entities if there
is a similar action on the sovereign foreign currency rating.  A
differentiation of the group's rating from the sovereign foreign
currency would depend on Santander Banespa substantially
enhancing its market share in the retail industry, and thus
achieving a greater stability in funding access and results in a
stressful economic scenario.

The rating could be lowered if the financial stance of the bank
deteriorates in a scenario of higher credit risk and volatility
that usually accompanies a worsening in the sovereign credit
quality or in the economic and industry risk perceived for
Brazil.


COMPANHIA SIDERURGICA: Secures BRL500-Mil. Financing from BNDES
---------------------------------------------------------------
Companhia Siderurgica Nacional aka CSN has been granted a BRL500
million financing by Banco Nacional de Desenvolvimento Economico
e Social aka BNDES.  The loan would allow CSN to invest in
Companhia Ferroviaria do Nordeste or CFN, for application in the
New Transnordestina project, which will create new agricultural
export corridors in the Northeast hinterland.

With a forecast of creating 1.5 thousand direct jobs, this
project has been structured by the private enterprise since
1998, jointly with BNDES, and since then it has been receiving
funds from the Bank, by means of the Northeast Investment Fund
or Finor.

Total investment in New Transnordestina is estimated at about
BRL4.5 billion, involving funds from:

   -- CSN,
   -- BNDES,
   -- Finor and
   -- Northeast Development Fund or FDNE.

In addition to the BRL500 million now financed by BNDES, CSN
will invest another BRL550 million in the project's final stage.
From this total, BRL400 million will be lent by BNDES, under its
Financing to Endeavors line or Finem.  Finor will contribute
BRL823 million, while FDNE will participate with funds of nearly
BRL2.2 billion.

The costs of expropriation will be settled through a federal
government budgetary item and the expenses with acquisition of
railway rolling stock will be covered by an operating leasing,
after completion of the works.

Implementation of the new Transnordestina will allow the
creation of new export corridors for agricultural products,
connecting the West to the State of Bahia, the South of the
State of Maranhao and the Southeast of the State of Piau¡ to the
ports of Pecem, in the State of Ceara, and Suape, in the State
of Pernambuco.

The railway will have 1,815 km extension, with 1,193 km of new
lines and 622 km of old lines, to be reformed.  The project
includes the construction of branches and subbranches in the
Northeast network; restoration or reformation of segments
already operated by CFN; and the construction of two private
port terminals - one in Port of Pecem and the other in Port of
Suape.

The segments to be constructed or reformed are located in the
States of Ceara, Piau¡ and Pernambuco, connecting the railway
terminal (embarkation stop) in the City of Eliseu Martins, in
the State of Piaui, to the ports of Pecem and Suape.

The project chose to build the port terminals in Pecem and
Suape, because the two ports may receive deep draft ships with
higher loading capacity, used in the export of grains.

The new segments will have large gauge, in order to adopt a
solution allowing higher productivity, while the old segments
will be reformed to mixed gauge, to use partially CFN's
permanent road.

In addition to the large gauge, the main feature of the railway
to be implemented is the preparation of a modern layout, with
technical characteristics allowing the transport of cargoes at
low cost. Therefore, CFN intends to obtain four performance
indicators:

   -- trains with 104 wagons;
   -- cargo of 33 tons/axis;
   -- speed of 30 km/hour; and
   -- capacity to transport 30 million tons/year, with low
      consumption of fuel.

With a capital stock of BRL1.68 billion, fully subscribed and
paid-in, CSN is controlled by Vicunha Siderurgia S.A., which
holds 43.98% of the voting capital.  The second largest
shareholder is BNDES Participacoes S.A., with 6.84%, followed by
CSN's Employees Fund, with 4.47%.

                      New Transnordestina

The New Transnordestina project consists of:

   -- construction of branches and subbranches at the area
      under influence of the Northeast network granted to CFN;

   -- reformation and restoration of CFN's segments; and

   -- construction of two private port terminals, at the Ports
      of Pecem in the State of Ceara and Suape in the State of
      Pernambuco.

The new railway will have 1,815 km, of which 1,193 km of new
lines and 622 km of reformation of existing lines, in accordance
with the table and map below.  It should be reminded that the
distances between segments are just indicative, since there is
not yet an environmental licensing project.

The project offers an alternative to flow off the production of
grains, of said northlander savanna, occurring in the West of
the States of Bahia, Piaui and Maranhao.  The grain production
growth in those regions, created by the project, may lead to the
establishment of productive activities based on agribusiness
along the railway's layout, for the development and supply of
domestic market.  Another important market to be reached by the
project is the plaster center in Araripina in the State of
Pernambuco.

                        *    *    *

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

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

                        *    *    *

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.


EMBRATEL PARTICIPACOES: Warns Users About Forged Online Billing
---------------------------------------------------------------
E-mails containing forged phone bills are being sent to the
e-mail boxes of a many users of Embratel participacoes S.A.'s
wireline phone services.  These forged messages are charging
them for services allegedly provided, threatening the customers
with including their names in credit protection services.

Some of these e-mails show on top of their pages the graphic
identification of Embratel's website and its logo, in addition
to the Contact us, Site Map and English sections.  Additionally,
the message may contain a checking code so that the customers
are induced to open their statement.

Embratel informs that it never e-mails its bills and that such
messages contain virus-spreading programs, and are intended to
obtain the customer's data for future misdeeds.

In addition to the messages, Embratel warns its users not to
supply any personal or private phone line data to unauthorized
people who call the users at home to inform about false
promotions of draws of goods to be exchanged by the purchase of
cell phone recharging cards, threatening the security of such
users.

Embratel says that these calls are illicit and are not among its
practices.

The authorities have been warned to take the necessary actions
in order to identify the people who are not only making these
calls but sending false e-mails as well, and to establish the
civil and penal liabilities related to such practices.

The Company warns its customers to delete such e-mails and
ignore the phone calls.

Embratel's communication channels are open to its customers.
The number of its Customer Care Center is: 103 21.

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

Embratel Participacoes is rated by Moody's:

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


PETROLEO BRASILEIRO: Continues Oil Price Talks with Bolivia
-----------------------------------------------------------
Brazilian state oil Petroleo Brasileiro aka Petrobras, along
with the government authorities of Brazil, are negotiating with
Bolivia since May on the effects of the oil nationalization
decree, particularly that of oil prices.

Negotiations are going well, Marco Garcia, the special
international advisor of Brazil's President Lula da Silva, told
the press in Brazil.

The talks revolve around the price of gas that Bolivia sells to
Brazil, Business News Americas states.  Petrobras currently pays
about US$3.80/MBTU.  According to Brazilian press, Bolivia
intends to increase the price by 50%-100%.

BNamericas recalls that Petrobras initially said it would not
accept price increases.  President Lula has assured that gas
prices will not increase.

The two countries also talked about compensation for the
nationalization of some Petrobras assets in Bolivia.

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

                        *    *    *

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

                        *    *    *

Fitch assigned these ratings 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+

                        *    *    *

Fitch Ratings assigned these ratings on Bolivia:

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




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


ADAMS STREET: Schedules Final General Meeting on June 29
--------------------------------------------------------
Adams Street 2002-1 Ltd. will hold its final general meeting
under Section 145 of the Companies Law 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 company's voluntary liquidators are:

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


ALLENSVILLE HOLDINGS: Proofs of Claim Must be Filed by June 29
--------------------------------------------------------------
Allensville Holdings Ltd.'s creditors are required to
submit proofs of claim by June 29, 2006, to the company's
liquidator:

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

Creditors who are not able to comply with the June 29 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Allensville Holdings' shareholders agreed on May 18, 2006, for
the company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision).


ALLENSVILLE HOLDINGS: Final Meeting Scheduled for June 29
---------------------------------------------------------
Allensville Holdings Limited will hold its final general meeting
under Section 145 of the Companies Law on June 29, 2006, at:

    Cititrust (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.

The company's shareholders will also authorize the liquidators
to retain records for a period of five years from the
dissolution of the business, after which, they may be destroyed.

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 company's liquidator can be reached at:

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


C-BASS ABS I: Last Day to File Proofs of Claim Is on June 29
------------------------------------------------------------
C-Bass ABS I's creditors are required to submit proofs of claim
by June 29, 2006, to the company's liquidators:

    Chris Watler
    Richard Gordon
    Maples Finance Limited
    P.O. Box 1093 George Town
    Grand Cayman, Cayman Islands

Creditors who are not able to comply with the June 29 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

C-Bass ABS I's shareholders agreed on May 16, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision).


CALLIDUS EUROPEAN: Holding Final General Meeting on June 29
-----------------------------------------------------------
Callidus European Equity Trading Limited will hold its final
general meeting under Section 145 of the Companies Law at 10:00
a.m. on June 29, 2006, at:

    Stuart Sybersma
    Deloitte & Touche
    Fourth Floor, Citrus Grove
    P.O. Box 1787, 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.

The company's shareholders will also authorize the liquidators
to retain records for a period of five years from the
dissolution of the business, after which, they may be destroyed.

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.

Parties-in-interest may contact:

    Mark Pulvirenti
    Deloitte & Touche
    P.O. Box 1787 George Town
    Grand Cayman, Cayman Islands
    Tel: (345) 949-7500
    Fax: (345) 949-8258


CALLIDUS EUROPEAN (MASTER): Final Meeting Scheduled for June 29
---------------------------------------------------------------
Callidus European Equity Trading Master Limited will hold its
final general meeting under Section 145 of the Companies Law at
11:00 a.m. on June 29, 2006, at:

    Stuart Sybersma
    Deloitte & Touche
    Fourth Floor, Citrus Grove
    P.O. Box 1787, 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.

The company's shareholders will also authorize the liquidators
to retain records for a period of five years from the
dissolution of the business, after which, they may be destroyed.

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.

Parties-in-interest may contact:

    Mark Pulvirenti
    Deloitte & Touche
    P.O. Box 1787 George Town
    Grand Cayman, Cayman Islands
    Tel: (345) 949-7500
    Fax: (345) 949-8258


CAMBIUM CAPITAL: Schedules Final General Meeting on June 29
-----------------------------------------------------------
Cambium Capital Offshore, Ltd., will hold its final general
meeting under Section 145 of the Companies Law at 3:00 p.m. on
June 29, 2006, at:

    dms Corporate Services Ltd.
    Ansbacher House, Second Floor
    20 Genesis Close, George Town
    P.O. Box 31910 SMB
    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.

The company's shareholders will also authorize the liquidators
to retain records for a period of five years from the
dissolution of the business, after which, they may be destroyed.

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.

Parties-in-interest may contact:

    Alric Lindsay
    Ogier
    Tel: (345) 949 9876
    Fax: (345) 949 1986


CYRUS OPPORTUNITIES: Holding Final General Meeting on June 29
-------------------------------------------------------------
Cyrus Opportunities Master Fund, Ltd., will hold its final
general meeting under Section 145 of the Companies Law at 10:00
a.m. on June 29, 2006, at:

    Ogier, Attorneys
    Queensgate House, South Church Street
    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.

The company's shareholders will also authorize the liquidators
to retain records for a period of five years from the
dissolution of the business, after which, they may be destroyed.

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.

Parties-in-interest may contact the liquidator:

    c/o Ogier
    Attn: Colin MacKay
    Tel: (345) 949 9876
    Fax: (345) 949 1986


GENESIS CAPITAL: Last Day to File Proofs of Claim Is on June 29
---------------------------------------------------------------
Genesis Capital Appreciation Fund SPC's creditors are required
to submit proofs of claim by June 29, 2006, to the company's
liquidators:

    John James Toohey
    Rainier Hok Chung Lam
    PricewaterhouseCoopers
    22nd Floor, Prince's Building
    Central, Hong Kong

Creditors who are not able to comply with the June 29 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Genesis Capital's shareholders agreed on May 18, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision).

Parties-in-interest may contact:

    Jodi Smith
    Strathvale House, North Church Street, George Town
    Grand Cayman, Cayman Islands
    Tel: (345) 914 8694
    Fax: (345) 945 4237


HYGROVE OFFSHORE: Final General Meeting Scheduled for June 29
-------------------------------------------------------------
Hygrove Offshore Fund Limited will hold its final general
meeting under Section 145 of the Companies Law at 11:00 a.m. on
June 29, 2006, at:

    PricewaterhouseCoopers
    Strathvale 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.

The company's shareholders will also authorize the liquidators
to retain records for a period of five years from the
dissolution of the business, after which, they may be destroyed.

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 company's liquidator can be reached at:

    Lawrence Edwards
    Attn: Miguel Brown
    P.O. Box 219 George Town
    Grand Cayman, Cayman Islands
    Tel: (345) 914 8665
    Fax: (345) 949 4590


KKE INVESTMENT: Creditors Must File Proofs of Claim by June 29
--------------------------------------------------------------
KKE Investment Ltd.'s creditors are required to submit proofs of
claim by June 29, 2006, to the company's liquidators:

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

Creditors who are not able to comply with the June 29 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

KKE Investment's shareholders agreed on May 17, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision).


NEW DIMENSION: Last Day to File Proofs of Claim Is on June 29
-------------------------------------------------------------
New Dimension Ltd.'s creditors are required to submit proofs of
claim by June 29, 2006, to the company's liquidators:

    Susan Lo Yee Har
    28, Three Pacific Place
    1 Queen's Road East, Hong Kong

        -- and --

    Linburgh Martin
    P.O. Box 1034 George Town
    Grand Cayman, Cayman Islands

Creditors who are not able to comply with the June 29 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

New Dimension Ltd.'s shareholders agreed on May 19, 2006, for
the company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision).

Parties-in-interest may contact:

    Thiry Gordon
    Close Brothers (Cayman) Limited
    Fourth Floor, Harbour Place
    P.O. Box 1034 George Town
    Grand Cayman, Cayman Islands
    Tel: (345) 949 8455
    Fax: (345) 949 8499


OKS HOLDING: Proofs of Claim Filing Deadline Is on June 29
----------------------------------------------------------
OKS Holding Corp.'s creditors are required to submit proofs of
claim by June 29, 2006, to the company's liquidators:

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

Creditors who are not able to comply with the June 29 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

OKS Holding Corp.'s shareholders agreed on May 17, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision).


ORPHEUS INT'L: Last Day to File Proofs of Claim Is on June 29
-------------------------------------------------------------
Orpheus International Ltd.'s creditors are required to submit
proofs of claim by June 29, 2006, to the company's liquidators:

    Royhaven Secretaries Limited
    Coutts (Cayman) Limited
    Coutts House, 1446 West Bay Road
    P.O. Box 707 George Town
    Grand Cayman, Cayman Islands

Creditors who are not able to comply with the June 29 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Orpheus International Ltd.'s shareholders agreed on May 12,
2006, for the company's voluntary liquidation under Section 135
of the Companies Law (2004 Revision).

Parties-in-interest may contact:

    Laura Henry
    P.O. Box 707 George Town
    Grand Cayman, Cayman Islands
    Tel: 945-4777
    Fax: 945-4799


PARMALAT GROUP: Grand Cayman Court Appoints Kroll as Liquidator
---------------------------------------------------------------
In a judgment dated May 12, 2006, the Grand Court of Cayman
Islands appointed Gordon I. MacRae and James Cleaver at Kroll
(Cayman) Limited as Joint Official Liquidators of Parmalat
Capital Finance Limited, Dairy Holdings Limited, and Food
Holdings Limited.

The Cayman Court has yet to enter an order regarding the
judgment.

The Official Liquidators expect Parmalat Finanziaria SpA and its
affiliates and subsidiaries to file a notice of appeal from the
Grand Court Order.

Messrs. Cleaver and MacRae are former partners of Ernst & Young
Restructuring Ltd., before the Cayman Islands insolvency and
advisory arm of Ernst & Young was acquired by Kroll Cayman, an
affiliate of Kroll, Inc., in 2005.

Dairy Holdings and Food Holdings are Cayman Island special-
purpose vehicles established by Parmalat SpA.  The Finance
Companies are under separate winding up petitions before the
Grand Court of the Cayman Islands.  On January 20, 2004, the
Liquidators filed Sec. 304 petition, Case No. 04-10362, in the
United States Bankruptcy Court for the Southern District of New
York before Judge Drain.  In May 2006, the Cayman Island Court
appointed Messrs. MacRae and Cleaver as Joint Official
Liquidators.

                       About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has 40-
some brand product line includes yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003. Dr.
Enrico Bondi was appointed Extraordinary Commissioner in each of
the cases.  The Parma Court has declared the units insolvent.

The U.S. Debtors filed for chapter 11 protection on Feb. 24,
2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary Holtzer, Esq.,
and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP,
represent the Debtors.  When the U.S. Debtors filed for
bankruptcy protection, they reported more than US$200 million in
assets and debts.  The U.S. Debtors emerged from bankruptcy on
April 13, 2005.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.


RAMMS LIMITED: Last Day to File Proofs of Claim Is on June 29
-------------------------------------------------------------
RAMMS Ltd.'s creditors are required to submit proofs of claim by
June 29, 2006, to the company's liquidators:

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

Creditors who are not able to comply with the June 29 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

RAMMS Ltd.'s shareholders agreed on May 17, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision).


REDWOOD CAPITAL III: Final General Meeting Scheduled for June 29
----------------------------------------------------------------
Redwood Capital III Limited will hold its final general meeting
under Section 145 of the Companies Law at 9:30 a.m. on
June 29, 2006, at:

    HSBC Financial Services (Cayman) Limited
    P.O. Box 1109, 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.

The company's shareholders will also authorize the liquidators
to retain records for a period of five years from the
dissolution of the business, after which, they may be destroyed.

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 company's joint liquidators can be reached at:

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


REDWOOD CAPITAL IV: Schedules Final General Meeting for June 29
---------------------------------------------------------------
Redwood Capital IV Ltd. will hold its final general meeting
under Section 145 of the Companies Law at 10:30 a.m. on
June 29, 2006, at:

    HSBC Financial Services (Cayman) Limited
    P.O. Box 1109, 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.

The company's shareholders will also authorize the liquidators
to retain records for a period of five years from the
dissolution of the business, after which, they may be destroyed.

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 company's joint liquidators can be reached at:

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


RIGEL LIMITED: Final General Meeting Scheduled for June 29
----------------------------------------------------------
Rigel Limited will hold its final general meeting under Section
145 of the Companies Law at 10:00 a.m. on June 29, 2006, at:

    BDO Tortuga
    5th Floor, Zephyr House, Mary Street
    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.

The company's shareholders will also authorize the liquidators
to retain records for a period of five years from the
dissolution of the business, after which, they may be destroyed.

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:

    Glen Trenouth
    P.O. Box 31118 SMB
    Grand Cayman, Cayman Islands
    Tel: (345) 943 8800
    Fax: (345) 943 8801


SAKAE HOLDINGS: Proofs of Claim Filing Deadline Is on June 29
-------------------------------------------------------------
Sakae Holdings Co., Ltd.'s creditors are required to submit
proofs of claim by June 29, 2006, to the company's liquidators:

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

Creditors who are not able to comply with the June 29 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Sakae Holdings Co., Ltd.'s shareholders agreed on May 17, 2006,
for the company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision).


SPHINX STRATEGY: Chapter 15 Petition Summary
--------------------------------------------
Petitioner: Geoffrey E. Varga
            Provisional Liquidator of Sphinx Strategy Fund. Ltd.
            Kinetec Partners Cayman LLP
            P.O. Box 10387 APO, Strathvale House
            90 North Church Street
            George Town, Grand Cayman
            Cayman Islands

Debtor: Sphinx Strategy Fund Ltd.
        c/o Walkers SPV Ltd.
        P.O. Box 908 GT, Walker House
        Mary Street
        George Town, Grand Cayman
        Cayman Islands

Case No.: 06-11292

Type of Business: The Debtor offers financial services.

Chapter 15 Petition Date: June 7, 2006

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Petitioner's Counsel: Peter V. Pantaleo, Esq.
                      Simpson Thacher & Bartlett, LLP
                      425 Lexington Avenue
                      New York, New York 10017-3954
                      Tel: (212) 455-2220
                      Fax: (212) 455-2502

Estimated Assets: Unknown

Estimated Debts:  US$10 Million to US$50 Million


WHIN HOLDING: Creditors Must Submit Proofs of Claim by June 29
--------------------------------------------------------------
Whin Holding Inc.'s creditors are required to submit proofs of
claim by June 29, 2006, to the company's liquidators:

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

Creditors who are not able to comply with the June 29 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Whin Holding Inc.'s shareholders agreed on May 17, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision).


WISTERIA FUNDING: June 29 Is Last Day to File Proofs of Claim
-------------------------------------------------------------
Wisteria Funding Co., Ltd.'s creditors are required to submit
proofs of claim by June 29, 2006, to the company's liquidators:

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

Creditors who are not able to comply with the June 29 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Wisteria Funding Co., Ltd.'s shareholders agreed on May 17,
2006, for the company's voluntary liquidation under Section 135
of the Companies Law (2004 Revision).


YOKOHAMA DESIGN: Last Day to File Proofs of Claim Is on June 29
---------------------------------------------------------------
Yokohama Design Center, Ltd.'s creditors are required to
submit proofs of claim by June 29, 2006, to the company's
liquidators:

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

Creditors who are not able to comply with the June 29 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Yokohama Design's shareholders agreed on May 17, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision).




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


ECOPETROL: Eyes Occidental's Concession in Ecuador
--------------------------------------------------
Ecopetrol, Colombia's state-run oil firm, is interested in
taking over Occidental Petroleum's Amazon concession in Ecuador,
Newswires reports.

Colombia's President Alvaro Uribe told Alfredo Palacio, his
Ecuadorian counterpart, via telephone that Ecopetrol is
interested in the concession, Enrique Proano, Ecuador's
presidential spokesperson, told Newswires.

According to Newswires, President Uribe said that Ecopetrol was
interested in any Ecuadorian hydrocarbons activity, particularly
regarding operations in Block 15, which belonged or had been
awarded to Occidental.

Newswires recalls that the Ecuadorian government revoked
Occidental's contract in May for transferring assets without
informing the government authorities and for being involved in
directional drilling.

Newswires relates that Occidenta's operations have been
temporarily taken over by Petroproduccion, Petroecuador's unit.

Newswires states that other firms interested in Bock 15 include:

   -- Spain's Repsol YPF,
   -- Venezuela's state-owned Petroleos de Venezuela aka PDVSA,
   -- Mexico's Pemex, and
   -- Brazil's Petroleo Brasileiro aka Petrobras

Ecopetrol is an integrated oil Company majority-owned by the
Colombian government.  The Company's activities include
exploration for and production of crude oil and natural gas and
refining, transportation, distribution, and marketing of refined
products. Ecopetrol is Latin America's fourth-largest integrated
oil concern.

                        *    *    *

Fitch assigned a BB rating on Ecopetrol's foreign currency long-
term debt.

                        *    *    *

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




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


AES CORP: Unit Shuts Down Due to Lack of Fuel
---------------------------------------------
AES Andres, a one million barrel tank LNG terminal and a 310
megawatt combined-cycle power plant owned and operated by AES
Corp. in the Dominican Republic, was shut down due to low fuel
availability, Dominican Today reports.

Various energy plants have gone out of service because of lack
of fuel and mechanical failures, resulting to blackouts, the
Energy Consortium or CDEEE told Dominican Today.

CDEEE said in a statement that the energy supply, which had been
serviced at an 80% capacity, suffered a reduction of 285
megawatts on Wednesday when the AES Andres plant stopped
operating.

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

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

                        *    *    *

As reported in the Troubled Company Reporter on May 25, 2006,
Fitch affirmed The AES Corporation's Issuer Default Rating at
'B+'.  Fitch also affirmed and withdrew the ratings for the
company's junior convertible debt.  Fitch said the Rating
Outlook for all remaining instruments is Stable.

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

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


* DOMINICAN REPUBLIC: Trade with Canada Increases 15.8%
-------------------------------------------------------
The Dominican Republic's trade with Canada increased by 15.8% to
CDN$265.3 million, Latin Business Chronicle reports.

It was higher than the 4.8% growth in the country's trade with
the United States and with the European Union, which is 9.5%,
Latin Business states.

According to Latin Business, a decrease in Dominican exports to
Canada was counterbalanced by a substantial growth in imports
from Canada.

As indicated by the data from Statistics Canada, Dominican
imports from Canada increased by 43.9% to CAD145.3 million.
Exports to Canada decreased by 6.4% to CAD120.0 million.

                        *    *    *

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

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

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

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

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

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

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

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

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

Fitch also affirmed these ratings:

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

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

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

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




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


* ECUADOR: Ecopetrol Wants Occidental's Concession
--------------------------------------------------
Colombia's President Alvaro Uribe told Alfredo Palacio, his
Ecuadorian counterpart, via telephone, that Ecopetrol is
interested in the Occidental Petroleum's Amazon concession,
Enrique Proano, Ecuador's presidential spokesperson, told
Newswires.

According to Newswires, President Uribe said that Ecopetrol
-- Colombia's state-run oil firm -- was interested in any
Ecuadorian hydrocarbons activity, particularly regarding
operations in Block 15, which belonged or had been awarded to
Occidental.

Newswires recalls that the Ecuadorian government revoked
Occidental's contract in May for transferring assets without
informing the government authorities and for being involved in
directional drilling.

Newswires relates that Occidenta's operations have been
temporarily taken over by Petroproduccion, Petroecuador's unit.

Newswires states that other firms interested in Bock 15 include:

   -- Spain's Repsol YPF,
   -- Venezuela's state-owned Petroleos de Venezuela aka PDVSA,
   -- Mexico's Pemex, and
   -- Brazil's Petroleo Brasileiro aka Petrobras

Ecopetrol is an integrated oil Company majority-owned by the
Colombian government.  The Company's activities include
exploration for and production of crude oil and natural gas and
refining, transportation, distribution, and marketing of refined
products. Ecopetrol is Latin America's fourth-largest integrated
oil concern.

                        *    *    *

Fitch assigned a BB rating on Ecopetrol's foreign currency long-
term debt.

                        *    *    *

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




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


AIR JAMAICA: Faces New Competition with Delta Airlines' Entry
-------------------------------------------------------------
Delta Air Line's entry into Jamaica entails another competition
to Air Jamaica, Hard Beat News relates.

Delta Air started flights to Jamaica on June 1, carrying about
150 passengers from Atlanta at the Norman Manley International
Airport in Kingston.

Hard Beat states that Delta offers non-stop flights from its
base in Atlanta to Kingston. It now has 17 Caribbean
destinations.

                        *    *    *

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


DELTA AIR: Launches Flights to Jamaica
--------------------------------------
Delta Air Lines launched flights to Jamaica on June 1, 2006,
bringing to 17 the number of destinations it serves in the
Caribbean, Hard Beat News reports.

Hard Beat relates that Delta's first flight to the island
carried about 150 passengers from Atlanta at the Norman Manley
International Airport in Kingston.

Delta, says Hard Beat, offers non-stop flights from its base in
Atlanta to Kingston.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 502 destinations
in 88 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  The Company and
18 affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone
Group L.P. provides the Debtors with financial advice.  Daniel
H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.  As of June 30, 2005, the Company's balance
sheet showed US$21.5 billion in assets and US$28.5 billion in
liabilities.




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


AMERICAN AXLE: JP Morgan Grants US$200-Mil. Sr. Unsecured Loan
--------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., and its wholly
owned subsidiary, American Axle & Manufacturing, Inc. or AAM
received financing commitments for a US$200-million senior
unsecured term loan from JP Morgan Securities Inc. and Banc of
America Securities.

Proceeds from this financing will be used for general corporate
purposes and to refinance payments related to the conversion of
American Axle & Manufacturing Holdings, Inc. Senior Convertible
Notes due 2024.  The term loan will mature no earlier than 2010
and is expected to be based on market terms.  The financing
commitments are subject to customary terms and conditions.

AAM also disclosed that it has revised its 2006 earnings
guidance to reflect the anticipated impact of this new
financing.  AAM now expects its earnings for the full year 2006
to be in the range of US$1.00 to US$1.10 per share.  This
revised guidance reflects an expected increase in interest costs
and a one-time charge to write off unamortized debt issuance
costs related to the Convertible Notes.

AAM's cash flow guidance for the full year 2006 is unchanged.
AAM defines free cash flow to be net cash provided by operating
activities less capital expenditures and dividends paid.
Reflecting the impact of its earnings estimate, capital spending
plans and other working capital initiatives, AAM expects to
generate approximately US$40 million of free cash flow in 2006.

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

                        *    *    *

As reported in the Troubled Company Reporter on May 31, 2006,
Moody's Investors Service downgraded American Axle &
Manufacturing Holding Inc.'s Corporate Family and Senior
Unsecured Convertible note ratings and the Senior Unsecured
rating of American Axle & Manufacturing, Inc. to Ba3 from Ba2.


AMERICAN AXLE: Fitch Puts BB Rating on Senior Unsecured Loan
------------------------------------------------------------
Fitch Ratings has assigned an indicative rating of 'BB' to the
senior unsecured term loan announced by American Axle &
Manufacturing Holdings, Inc., subject to review of the final
amount and terms of the new agreement.  The company's current
ratings are:

   -- Issuer Default Rating (IDR) 'BB';
   -- Senior unsecured 'BB'.

The Rating Outlook is Negative.

Proceeds from the new term loan financing will be used to
refinance payments related to the conversion of AXL Senior
Convertible Notes due 2024.  The term loan will mature no
earlier than 2010.  Fitch believes that any additional amounts
of proceeds received in excess of the converted notes would be
used to reduce indebtedness under the company's revolving
facility that, at the end of the first quarter on March 31, was
US$100 million.  Fitch views enhanced liquidity as a positive
development, in what is likely to be an uncertain period in the
domestic auto industry, e.g. Delphi labor unrest and the 2007
contract re-opening between the domestic OEM's and the UAW.

Fitch's ratings reflect the risks associated with AXL's
substantial dependence on General Motors (GM; rated 'B' by
Fitch, Rating Watch Negative), which accounted for 78% of AXL's
2005 revenue.  Fitch believes that lower production levels and
elevated risks associated with GM production over the next
several years as GM enters a critical restructuring period, has
the potential to pressure revenues and margins at AXL.  Although
AXL continues to add non-GM business at a solid pace,
consolidated financial results will remain dependent on GM
production levels.

The rating also reflects Fitch's view that in any long-term
scenario, GM would continue to manufacture passenger trucks in
volume due to the comparative profitability of these product
lines.  AXL is a critical supplier for these products, being the
complete driveline integrator for the GMT900 platform, which
includes all of GM's large pickups and full-size sport utility
vehicles.  Fitch's Negative Outlook incorporates the expectation
that GM will continue to experience revenue pressure, operating
losses, production uncertainties, declining liquidity
(supplemented by the pending sale of a controlling interest in
GMAC), and a financially stressed base of suppliers other than
AXL.

Fitch recognizes that in 2005, despite the erratic production
levels of GM passenger trucks and a transition to the GMT-900
series, AXL was able to maintain investment-grade credit
metrics, albeit slightly weaker versus the end of 2004.  The
production volume of GM vehicles on which AXL has content was
down 12.6% for the year while AXL sales were down only 5.9% from
2004.  However, due to the reduced volume and erratic production
schedules, full-year 2005 EBITDA was US$290 million versus
US$456 million a year ago.  Free cash flow was negative US$56
million, down from a positive US$157 million in 2004, partially
due to working capital and higher levels of capital
expenditures.

Although AXL should benefit from the rollout of the GMT-900
series of products, production uncertainties remain over the
intermediate term. Total adjusted debt at the end of the first
quarter of 2006 was US$821 million, up US$85 million from US$736
million at the end of 2005.  As a result, operating EBITDA-to-
gross interest expense dropped from 10.7 times to 8.7x, total
debt-to-operating EBITDA grew to 2.0x from 1.7x, and total
adjusted debt-to-operating EBITDAR increased to 2.6x from 2.3x
at the end of 2005.  Without the risks associated with AXL's
substantial reliance on GM, the credit metrics alone would
support an investment-grade rating.

AXL's strengths include a highly disciplined manufacturing
operation with healthy margins, a strong management team that
has allowed the company to remain profitable despite its
customer and product focus, and its comparative financial
strength versus competitors, which could benefit its ability to
win business.  Over the longer term, AXL could also benefit from
commodity price relief.

Fitch expects the company to breakeven to slightly positive free
cash flow in 2006, in a scenario that anticipates a continuing
steady decline in GM production.  Fitch also expects a slight
improvement in leverage and coverage ratios in this scenario,
which also assumes a US$40 million cash contribution to the
pension and exercise of lease purchase options in 2006.  Fitch
also recognizes that capital expenditure levels remain flexible.

Due to a substantial amount of booked new business, AXL's
revenue should stabilize beyond 2006.  This should enable AXL to
maintain the strength of its balance sheet in the absence of any
adverse developments at GM.  AXL has grown its backlog of booked
new business to US$1.4 billion for 2006 through 2012, providing
some assurance of future sales growth even under a stress
scenario, including a decline in North American industry
production of 10% in 2006, flat industry builds thereafter, and
a significant reduction in demand for GM's full-size SUVs.  Over
half of AXL's backlog is represented by GM business as the
company increases its content per vehicle on programs to which
it is the incumbent supplier, e.g., the GMT900.  The rest of
AXL's backlog comes from customers including DaimlerChrysler,
Nissan, Ssangyong, Audi, Hino (Toyota supplier), Jatco (Nissan
supplier), Koyo (Toyota supplier), and others.  AXL also has
US$1 billion in new business quotes underway, substantially all
of which is non-GM, and 30% is transplant business.


AMERICAN AXLE: S&P Places BB Rating on US$200M Unsecured Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
American Axle & Manufacturing Inc.'s US$200 million senior
unsecured term loan maturing in April 2010.

At the same time, the 'BB' corporate credit ratings on the
Detroit, Mich.-based auto supplier and its on parent company,
American Axle & Manufacturing Holdings Inc. were affirmed.  The
outlook is negative. Total consolidated debt at March 31, 2006,
was about US$575 million.

Proceeds from the term loan will be used to refinance payments,
related to the conversion of Holdings' US$150 million senior
convertible notes due 2024, and for general corporate purposes.
Following completion of this transaction, American Axle will
restore its liquidity.  The company will initially draw down on
its US$600 million senior unsecured revolver to make the
payments.

American Axle & Manufacturig Inc. -- http://www.aam.com/-- is a
world leader in the manufacture, engineering,  validation and
design of driveline systems, chassis systems and forged products
for trucks, buses, sport utility vehicles, and passenger cars.
In addition to its locations in the United States (in Michigan,
New York and Ohio), American Axle also has offices or facilities
in Brazil, China, England, Germany, India, Japan, Mexico,
Scotland and South Korea.


BALLY TOTAL: Gayle Franger Named VP of Corporate & Brand Dev't
--------------------------------------------------------------
Bally Total Fitness Holding Corp. appointed Gayle J. Franger, to
vice president of corporate and brand development.  Ms. Franger
will be responsible for establishing and developing strategic
corporate partnerships with key brands and placing an increased
focus on marketing the company's customer service and wellness
initiatives.

"Gayle is an innovative strategist with proven ability to build
and grow global brands and identify untapped opportunities,"
said Paul Toback, chairman and chief executive officer of Bally
Total Fitness. "She is a vital addition to our marketing team,
as she will work to secure partnerships with key brands and
focus on implementing several new initiatives through integrated
marketing and promotions."

Ms. Franger joins Bally from the McDonald's Corporation where
she served as marketing director for the company's Woman's and
Wellness/Experience initiatives and was responsible for
marketing, planning and delivering integrated marketing
programs.  In her role, Ms. Franger led the national launch of
McDonald's Asian Salad and the popular "Arch Card" gift card in
addition to developing the first multi-faceted Children's
Wellness program, "Passport to Play" that concentrated on a
balanced and active lifestyle, and is currently being adopted
globally.

Previously, Ms. Franger served in a variety of consumer-packaged
goods roles, most recently at PepsiCo including marketing
manager, senior marketing manager and most recently as director
of convenience foods, new platforms.  At PepsiCo, Ms. Franger
successfully launched wholesome snacking category platforms and
also led strategic planning and delivery of integrated marketing
programs for the Golden Grain portfolio.  In her early years at
PepsiCo, Ms. Franger led new product development efforts for the
Quaker Snacks Division, resulting in the launch of Quaker Fruit
& Oatmeal Cereal Bar Bites, the first bite-size product in the
category delivering over US$30MM of growth in its first year.

Ms. Franger holds a MBA from DePaul University and a bachelor's
degree in marketing from Indiana University.

                      About Bally Total

Bally Total Fitness -- http://www.ballyfitness.com/-- is the
largest and only U.S. commercial operator of fitness centers,
with approximately four million members and 390 facilities
located in 29 states, Mexico, Canada, Korea, China and the
Caribbean under the Bally Total Fitness(R), Crunch Fitness(SM),
Gorilla Sports(SM), Pinnacle Fitness(R), Bally Sports Clubs(R)
and Sports Clubs of Canada(R) brands.

                        *    *    *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services held its ratings on Bally
Total Fitness Holding Corp., including the 'CCC' corporate
credit rating, on CreditWatch with developing implications,
where they were placed on Dec. 2, 2005.  The CreditWatch update
followed Bally's announcement that it will not meet the
March 16, 2006, deadline for filing its annual report on SEC
Form 10-K for the year ending Dec. 31, 2005.


GRUPO MEXICO: Threatens to Close Down Cananea Mine
--------------------------------------------------
Grupo Mexico has threatened to shut down its Cananea copper mine
if the strike continues, the Associated Press reports.

As reported in the Troubled Company Reporter on June 5, 2006,
workers at the Cananea mine held demonstrations on June 1.  The
National Mining and Metal Workers Union has been in conflict
with the Mexican government over the union leadership since
March 24.  Labor authorities maintained that dissident Elias
Morales is the leader and not Napoleon Gomez Urrutia, whom the
union has ratified.  Mr. Urrutia, currently in Canada, is being
investigated on allegations of misuse of US$55 million Grupo
Mexico handed for distribution among workers in 2004 as part of
the 1990 privatization of Cananea and La Caridad.

The workers at the Cananea mine also walked out of their job
when Grupo Mexico refused half of the them a day off to
celebrate the 100th anniversary of a historic 1906 strike at the
mine, AP relates.

AP reports that the strike at Cananea added to the supply
problems already caused by the workers at the La Caridad mine,
which the company had planned to close down.

Grupo Mexico told Reuters, "The same could happen at Cananea if
this group insists on taking the mine and its workers hostage
for a cause that has nothing to do with contractual labor
relations."

As reported in the Troubled Company Reporter on June 7, 2006, an
unnamed source from Grupo Mexico said that the mine is using its
nonunionized staff to continue production at the Cananea mine.
The managerial staff operated the concentrator and SX-EW copper
refining system using already mined material.

Reuters relates that the Cananea mine supplied copper in
concentrate to the smelter and refinery complex at the La
Caridad mine, which was also dealing with striking members who
demanded that the government and the company recognize Napoleon
Gomez Urrutia as the new union leader.  The government had
refused to do so due to allegations on embezzlement that Mr.
Urrutia is facing.

Reuters states that with Cananea on strike, Grupo Mexico's
copper production could be affected.

As reported in the Troubled Company Reporter on June 8, 2006,
Grupo Mexico said it declared force majeure on the June and July
copper deliveries.  Operations at Mexico's two largest copper
mines that are both owned by Grupo Mexico had come to a halt due
to the strikes.

Grupo Mexico SA de C.V. -- http://www.grupomexico.com/--  
through its ownership of Asarco and the Southern Peru Copper
Company, Grupo Mexico is the world's third largest copper
producer, fourth largest silver producer and fifth largest
producer of zinc and molybdenum.

                        *    *    *

Fitch Ratings assigned these ratings to Grupo Mexico SA de C.V.:

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


GRUPO MEXICO: Will Shut Down La Caridad Mine If Strike Goes On
--------------------------------------------------------------
Grupo Mexico told the Associated Press that it would close down
its La Caridad mine if the strikes continue.

Once Grupo Mexico had presented its reasons at a hearing in the
next few weeks, the mine would be closed, Reuters said, citing
Juan Rebolledo, the head of international relations in Grupo
Mexico.

Grupo said in a newspaper announcement, "The company has no
other path but to close the operations and end individual labor
contracts."

Mr. Rebolledo told Reuters, "It's definite.  Unless things
change radically.  It's been 77 days of strike action."

According to Reuters, Mr. Rebolledo said that the closing down
of the mine will affect more than 2,000 workers.

Ruben Aguilar, a spokesperson of Mexico's President Vicente Fox,
told AP that the government leader regretted the planned
shutdown, but understood the pressures on Grupo Mexico.

Mr. Aguilar said in a press conference, "We always regret the
closure of sources of employment, but we can also understand
that when strikes are declared without any intrinsic reason --
because there is no labor issue, rather reasons of a political
nature -- then companies have to act accordingly."

Grupo Mexico told AP that it felt sorry to close La Caridad as
well as a lime plant in Sonora.  According to the company, the
decision to close the mine was made because of the lack of
federal government support to silence the strike.  It had to
make the decision so it would not incur further losses and face
new conflicts as it no longer hopes that the current problems
would be solved.

However, Mr. Rebolledo said that Grupo Mexico hoped to
eventually reopen the mine, Reuters states.

Reuters recalls that La Caridad mine workers walked off their
jobs on March 24, 2006, to support Napoleon Gomez Urrutia, whose
ratification as leader of the union was ignored by the
government and Grupo Mexico due to allegations that he is
facing.  Mr. Urrutia is accused of embezzling about US$55
million in funds paid into a trust by Grupo Mexico in relation
to the 1990 privatization of La Caridad and Cananea.

Grupo Mexico SA de C.V. -- http://www.grupomexico.com/--  
through its ownership of Asarco and the Southern Peru Copper
Company, Grupo Mexico is the world's third largest copper
producer, fourth largest silver producer and fifth largest
producer of zinc and molybdenum.

                        *    *    *

Fitch Ratings assigned these ratings to Grupo Mexico SA de C.V.:

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


INTELSAT LTD: March 31 Balance Sheet Upside-Down by US$290 Mil.
---------------------------------------------------------------
In its consolidated statements of operations for the three
months ended March 31, 2006, Intelsat Ltd. reported a
US$90,110,000 net loss on US$280,446,000 of total revenues.

The Company's balance sheet at March 31, 2006 showed
US$290,542,000 of total shareholder's deficit, total assets of
US$5,162,113,000 and total liabilities of US$5,452,655,000.

The Company's balance sheet also showed US$565,012,000 in total
current assets and US$342,814,000 total current liabilities.

A full-text copy of Intelsat's quarterly report is available for
free at http://researcharchives.com/t/s?afe

Intelsat, Ltd. - http://www.intelsat.com/-- offers telephony,
corporate network, video and Internet solutions around the globe
via capacity on 25 geosynchronous satellites in prime orbital
locations.  Customers in approximately 200 countries rely on
Intelsat's global satellite, teleport and fiber network for
high-quality connections, global reach and reliability.

                        *    *    *

As reported in the Troubled Company Reporter on April 11, 2006,
Standard & Poor's Ratings Services held all ratings on fixed
satellite services provider Intelsat Ltd. (BB-/Watch Neg/--) on
CreditWatch with negative implications.


MERIDIAN: Asks Court's Nod on US$375 Million Exit Facility
----------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the District
of Delaware to enter into an exit facility to fund their Plan of
Reorganization.

The Debtors expect the Exit Facility, in the total amount of up
to US$375,000,000, to consist of:

  (i) a senior secured revolving line of credit in the amount of
      US$75,000,000;

(ii) a term loan in the amount of approximately US$125,000,000
      plus a US$25,000,000 synthetic letter of credit facility;
      and

(iii) a term loan of approximately US$150,000,000.

The Debtors anticipate that the principal terms of the Exit
Facility will be no less favorable than:

A) Exit Revolving Credit Facility

           Borrower: Reorganized Meridian

         Guarantors: All domestic subsidiaries of the Borrower

            Lenders: An agent and syndicate of lenders to be
                     selected by Meridian upon the conclusion of
                     negotiations.

      Facility Type: Asset based revolving line of credit.

             Amount: US$75,000,000

      Maturity Date: No sooner than 4th anniversary date of the
                     Effective Date.

    Use of Proceeds: To refinance the existing DIP Credit
                     Agreement, make Distributions to creditors
                     under the Plan, pay fees and expenses
                     associated with the Exit Facility, and to
                     fund the ongoing working capital needs and
                     general corporate purposes of the
                     Reorganized Debtors.

      Interest Rate: Market rate

   Underwriting and
    Commitment Fees: Market rate

    Unused Line Fee: Market rate

           Security: Subject to the financing markets and
                     Together with the Exit Term Loan A Credit
                     Facility, a first priority lien on
                     substantially all assets of the Reorganized
                     Debtors, including 100% of the capital
                     stock of, or other equity interests in,
                     Reorganized Meridian's domestic
                     subsidiaries, and no more than 65% of the
                     capital stock of, or other equity interests
                     in, Reorganized Meridian's foreign
                     subsidiaries.

           Priority: The Exit Revolving Credit Facility and Exit
                     Term Loan A Credit Facility will be senior
                     in priority to the Exit Term Loan B Credit
                     Facility.

   Representations,
        Warranties,
        Covenants &
  Events of Default: Customary for facilities of this type.

B) Exit Term Loan A Credit Facility

           Borrower: Reorganized Meridian

         Guarantors: All domestic subsidiaries of the Borrower.

            Lenders: An agent and syndicate of lenders to be
                     selected by Meridian upon the conclusion of
                     negotiations.

      Facility Type: Term loan.

             Amount: US$125,000,000, plus US$25,000,000
                     synthetic letter of credit facility.

      Maturity Date: No sooner than the 5th anniversary of the
                     Effective Date.

    Use of Proceeds: To refinance the existing DIP Credit
                     Agreement, including DIP Letters of Credit,
                     and make Distributions to creditors under
                     the Plan.

      Interest Rate: Market rate

     Commitment and
       Underwriting
               Fees: Market rate

         Letters of
         Credit Fee: Market Rate

       Amortization: 1% per year, with a bullet at maturity.

           Security: Subject to the financing markets and
                     Together with the Exit Term Loan A Credit
                     Facility, a first priority lien on
                     substantially all assets of the Reorganized
                     Debtors, including 100% of the capital
                     stock of, or other equity interests in,
                     Reorganized Meridian's domestic
                     subsidiaries, and no more than 65% of the
                     capital stock of, or other equity interests
                     in, Reorganized Meridian's foreign
                     subsidiaries.

           Priority: The Exit Revolving Credit Facility and Exit
                     Term Loan A Credit Facility will be senior
                     in priority to the Exit Term Loan B Credit
                     Facility and the New Third Lien Notes.

   Representations,
      and Events of
            Default: Customary for facilities of this type.

C) Exit Term Loan B Credit Facility

           Borrower: Reorganized Meridian

         Guarantors: All domestic subsidiaries of the Borrower.

            Lenders: An agent and syndicate of lenders to be
                     selected by Meridian upon the conclusion of
                     negotiations.

      Facility Type: Term loan

             Amount: US$150,000,000

      Maturity Date: No sooner than the 6h anniversary of the
                     Effective Date.

    Use of proceeds: To make Distributions to creditors under
                     the Plan.

      Interest Rate: Market rate

     Commitment and
       Underwriting
               Fees: Market rate

       Amortization: None, bullet at maturity.

           Security: Junior priority lien on substantially all
                     assets of the Reorganized Debtors,
                     including 100% of the capital stock of, or
                     other equity interests in, Reorganized
                     Meridian's domestic subsidiaries, and 65%
                     of the capital stock of, or other equity
                     interest in, Reorganized Meridian's foreign
                     subsidiaries.

           Priority: Liens securing the Exit Term Loan B Credit
                     Facility will be junior in priority to the
                     Exit Revolving Credit Facility and the Exit
                     Term Loan A Credit Facility, and senior in
                     priority to the liens securing the New
                     Third Lien Notes, if any.

   Representations,
        Warranties,
      Covenants and
  Events of Default: Customary for facilities of this type.

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 AUTOMOTIVE: Posts US$10.5 Mil. Net Loss in April 2006
--------------------------------------------------------------

             Meridian Automotive Systems - Composites
                 Operations, Inc. and Subsidiaries
               Unaudited Consolidated Balance Sheet
                       As of April 30, 2006
                          (In US$ Thousands)

CURRENT ASSETS:
    Cash                                                       -
    Accounts receivable, net                             $96,816
    Intercompany receivable                               16,744
    Inventories                                           65,898
    Tooling costs in excess of billings and others        28,205
                                                      ----------
       TOTAL CURRENT ASSETS                              207,663
                                                      ----------
    Property, plant and equipment, net                   224,731
    Intangible assets                                     15,280
    Investment in subsidiaries                            23,863
    Other assets                                          12,088
                                                      ----------
       TOTAL ASSETS                                     $483,625
                                                      ==========

CURRENT LIABILITIES NOT SUBJECT TO COMPRISE:
    Current portion of long term debt                   $347,036
    Accounts payable                                      47,536
    Accrued expenses                                      41,516
    Tooling billings in excess of costs                    1,376
                                                      ----------
       TOTAL CURENT LIABILITIES                          437,464
                                                      ----------

    Liabilities subject to comprise                      478,061

    Non-Current Liabilities Not Subject to Compromise:
       Other long-term liabilities                         9,058
       Accumulated post-retirement benefit obligation     24,266
                                                      ----------
       TOTAL LIABILITIES                                 948,849
       SHAREHOLDERS' EQUITY                            (465,224)
                                                      ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY              $483,625
                                                      ==========


              Meridian Automotive Systems - Composite
                 Operations, Inc. and Subsidiaries
                 Unaudited Statement of Operations
                        April 1 to 30, 2006
                           (In Thousands)

Net sales                                                $58,418
Cost of sales                                             55,986
                                                      ----------
Gross profit                                               2,432

Selling, general and administrative expenses               2,607
Restructuring charges                                      1,237
                                                      ----------
Operating income (loss)                                  (1,412)

Interest expense, net                                      8,325
Other (expense) income                                       (1)
Chapter 11 and related reorganization items                  833
                                                      ----------
Loss before provision for income taxes
(10,571)
(Benefit) Provision for income taxes                          18
                                                      ----------
NET LOSS                                               ($10,589)
                                                       =========


              Meridian Automotive Systems - Composite
                 Operations, Inc. and Subsidiaries
                 Unaudited Statement of Cash Flows
                        April 1 to 30, 2006
                           (In Thousands)

OPERATING ACTIVITIES:
    Net loss                                           ($10,589)
    Adjustments required to reconcile net loss to net
     cash provided by (used in) operating activities:
       Depreciation, amortization, and impairment          3,820
       Change in working capital and other operating
        items                                              7,157
                                                      ----------
     Net cash provided by (used for) operating
      activities before reorganization items                 388
                                                      ----------
     Operating cash flows from reorganization items:
        Chapter 11 and related reorganization items          833
        Payments on Chapter 11 and related reorg items   (1,363)
                                                      ----------
     Net cash provided by Chapter 11 and related
      reorg items                                          (530)

     Net cash provided by (used for) operating
      activities                                           (142)

INVESTING ACTIVITIES:
    Additions to property and equipment                    (658)
    Proceeds from sale or property and equipment              -
                                                      ----------
    Net cash used for investing activities                 (658)
                                                      ----------

FINANCING ACTIVITIES:
    Proceeds from prepetition borrowings                       -
    Repayments of prepetition borrowings                       -
    Proceeds from DIP credit facility                     26,000
    Repayments of DIP credit facility                   (25,200)
    Repayments on prepetition long-term debt                   -
    Deferred financing costs capitalized                       -
                                                      ----------
Net cash (used for) provided by financing activities      ($800)
                                                      ----------
Net increase (decrease) in cash                                -
                                                      ----------
Cash and Cash Equivalents, beginning of period                 -

Cash and Cash Equivalents, end of period                       -
                                                           =====

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 AUTOMOTIVE: Wants Until July 31 to File Chapter 11 Plan
----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to
further extend their exclusive periods to:

    (a) file a plan of reorganization through and including
        July 31, 2006; and

    (b) obtain acceptances of that plan through and including
        Sept. 30, 2006.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that since they filed their
Joint Plan of Reorganization, the Debtors have continued their
efforts to gain additional creditor support for the joint plan,
have worked diligently to complete a disclosure statement and,
along with their co-proponents, have prepared various plan-
related documents.

Those ongoing efforts culminated with the addition of the
Official Committee of Unsecured Creditors as co-proponent of the
Debtors' First Amended Joint Plan, which, together with the
proposed Disclosure Statement, was filed on May 26, 2006, Mr.
Brady notes.

"The plan process is well underway, with the support of major
creditor constituencies," Mr. Brady says.

The Court will consider the adequacy of the information
contained in the Debtors' Disclosure Statement on June 27, 2006.

To deny further extension of the Exclusive Periods at this stage
of the plan process would jeopardize the significant progress
made as of May 26, 2006, toward plan confirmation, Mr. Brady
asserts.

The Court will convene a hearing on June 14, 2006, at
10:30 a.m. (ET) to consider the Debtors' request.  By
application of Del. Bankr. LR 9006-2, the Debtors' exclusive
filing period is automatically extended until the conclusion of
that hearing.

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).




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


* PARAGUAY: Ministry Mulls Five Offers for Natural Gas Pipeline
---------------------------------------------------------------
The public works ministry of Paraguay said in a statement that
it has received and is considering five proposals for a US$300-
million natural gas pipeline connecting Bolivia to Paraguay.

According to the statement, the pipeline would transport 20
million cubic meters a day of gas.  Paraguay hopes that Bolivian
gas could substitute at least half of its 7,000 tons a month
liquefied petroleum gas consumption at competitive prices.

A source from the ministry told Business News Americas that
these firms proposed a pipeline from Bolivia's Tarija department
to Paraguay's Chaco region to Concepcion department's Vallemi
district:

   -- a consortium of:

        * Electrogas,
        * Tradimex, and
        * Thyssen Krupp, and

   -- Siemens.

BNamericas relates that the source said that PanAmerican Energy
aka PAE would establish a network including northern Chile's
city Iquique in the west and the port of Paranagua in Brazil's
Parana state in the east.

According to BNamericas, Southern Cone Group and local firms
Empresa Termo Asuncion and Electrogas both presented offers for
a pipeline integrated with gas-to-liquid and power generation
plants.

Bolivia's YPFB and Paraguay's Petropar will call for all
interested firms formally to present their proposals, BNamericas
says.  The source said the two firms will give a technical group
60 days to develop the basic reference terms for the project.

The statement says that the Inter-American Development Bank
(IDB) will carry out a US$1.5mn feasibility study on the
project.

                        *    *    *

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

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

Moody's assigned this rating:

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

                        *    *    *

Standard & Poor's assigned these ratings on Paraguay:

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




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



UNIVERSAL COMMS: March 31 Balance Sheet Upside Down by US$3.5MM
---------------------------------------------------------------
Universal Communications Systems, Inc., filed its financial
statements for the three months ended March 31, 2006, with the
U.S. Securities and Exchange Commission on May 22, 2006.

The Company reported a US$1,074,549 net loss on US$62,468 of
revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed
US$2,636,475 in total assets and US$6,157,540 in total
liabilities, resulting in a US$3,521,065 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with US$2,284,878 in total current assets available to
pay US$3,066,983 in total current liabilities coming due within
the next 12 months.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?ae5

                   Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 19, 2006,
Reuben E. Price & Co. expressed substantial doubt about
Universal's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended Sept. 30, 2005 and 2004.  The auditing firm pointed to the
Company's over US$1.5 million working capital deficit and
recurring losses from operations.

                    About Universal

Universal Communications Systems, Inc. -- http://www.ucsy.com/
-- and its subsidiaries are actively engaged worldwide in
developing and marketing solar energy systems, as well as
systems for the extraction of drinkable water from the air.
Consolidated subsidiaries include wholly-owned subsidiaries
AirWater Corp., AirWater Patents Corp, Millennium Electric
T.O.U. Ltd, Solar Style (USA) Inc., Solar One Inc, Solar Style
Ltd., and Misa Water International, Inc, and majority-owned
subsidiaries Atmospheric Water Technologies and Millennium USA.

Prior to 2003, the Company was engaged in activities related to
advanced wireless communications, including the acquisition of
radio-frequency spectrum internationally.  Currently, the
Company's activities related to advanced wireless communications
are conducted solely through its investment in Digital Way,
S.A., a Peruvian communication company and former wholly owned
subsidiary.


* PERU: Environmentalists Seek to Suspend Mahogany Imports to US
----------------------------------------------------------------
Two Peruvian groups, along with environmentalists from the
United States, filed for the banning of mahogany imports from
Peru before the US Court of International Trade in New York,
MSNBC reports.

MSNBC relates that a lawsuit was filed by the Washington-based
Natural Resources Defense Council and Peru's Native Federation
of Madre de Dios or FENAMAD and Racimos de Ungurahui against:

   -- the Department of Homeland Security,
   -- the Interior Department,
   -- the Department of Agriculture and
   -- three US importers.

The lawsuit, says MSNBC, claims that the imports violate the US
Endangered Species Act and the Convention on International Trade
in Endangered Species of Wild Flora and Fauna or the
international CITES treaty.  Loggers illegally cut the mahogany
in areas that have been set aside for protection, plundering its
resources and disrupting the lives of the indigenous people.

MSNBC states that the mahogany was harvested in protected
natural areas of Peru and exported to the US, the world's
largest importer of mahogany and the most lucrative market for
timber from the big-leaf mahogany, which grows in tropical
forests from southern Mexico to the Amazon Basin.

Ari Hershowitz of the Natural Resources Defense Council, an
environmental group based in Washington, told MSNBC, "Millions
of dollars worth of Peruvian mahogany enters US ports every year
in violation of US and international law."

MSNBC states that the big-leaf mahogany grown in Central and
South America is listed under the CITES treaty as endangered,
requiring regulation through export permits.

The lawsuit, according to MSNBC, alleges that authorities of
Peru have been unable to control illegal harvesting of the huge
trees that grow to 500 feet or more and take 60 years to mature.

Jim Rogers, a spokesman for the USDA's Animal and Plant Health
Inspection Service, refused to give comments to MSNBC.

Interior officials were tight-lipped on the issue while Homeland
Security could not be reached, MSNBC relates.

                        *    *    *

Fitch Ratings assigned these ratings on Peru:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     BB      Nov. 18, 2004
   Long Term IDR       BB      Dec. 14, 2005
   Short Term IDR      B       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating      BB+     Dec. 14, 2005


* PERU: Reports US$6 Mil. in Banana Exports During First Quarter
----------------------------------------------------------------
Peru's Piura region exported 16,000 metric tons of organic
bananas worth US$6.174 million in the first quarter of 2006,
Fresh Plaza reports.

According to Fresh Plaza, the bananas are mainly exported in 9
countries:

   -- the United States of America,
   -- Belgium,
   -- Germany,
   -- Japan,
   -- Costa Rica,
   -- Spain,
   -- Honduras,
   -- Korea and
   -- the United Kingdom.

Fresh Plaza relates that the sales profitability is strengthened
by the support of international certificates in the export.

                        *    *    *

Fitch Ratings assigned these ratings on Peru:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     BB      Nov. 18, 2004
   Long Term IDR       BB      Dec. 14, 2005
   Short Term IDR      B       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating      BB+     Dec. 14, 2005


* PERU: State-Owned Firm Mulls Filing Lawsuit Against Mobil Oil
---------------------------------------------------------------
A spokeswoman of Peru's state-run oil firm, Petroperu SA, told
Dow Jones Newswires that the company is considering whether it
would file an international lawsuit against Mobil Oil de Peru of
Exxon Mobil Corp. for economic damages.

Dow Jones relates that Refineria La Pampilla, owned by Repsol
YPF SA, said earlier this month it had acquired the gasoline
service stations in Peru owned by Mobil Oil de Peru for US$35
million.

However, Petroperu says that it had a prior deal with Mobil Oil
and would be directly affected as it was with the firm's
exclusive supplier, Dow Jones states.

According to Dow Jones, Roger Arevalo -- the head of Petroperu
-- told a congressional commission Wednesday that the deal meant
that the company would lose US$519 million annually in sales,
including taxes.  He said that Petroperu will call on Mobil Oil
to compensate it for the loss.

Mr. Arevalo told Gestion newspaper, "There are precedents for
this type of legal action in the United States and Europe that
cannot be ruled out."

Prime Minister Pedro Pablo Kuczynski told a local radio that
this is not a major issue.  Between Repsol and Mobil, there is
about 20% of the market in Peru in service stations and 20% is a
low percentage.

However, Petroperu should study its accord with Mobil Oil, Dow
Jones states, citing Mr. Kuczynski.  The prime minister said
that if there are damages then the pertinent legal actions
should be taken.

                        *    *    *

Fitch Ratings assigned these ratings on Peru:

                     Rating     Rating Date
                     ------     -----------
   Country Ceiling     BB      Nov. 18, 2004
   Long Term IDR       BB      Dec. 14, 2005
   Short Term IDR      B       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating      BB+     Dec. 14, 2005




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


ADELPHIA: Century-TCI & Parnassos Debtors File Joint Plan
---------------------------------------------------------
Adelphia Communications and its debtor-affiliates delivered to
the Court a Second Modified Fourth Amended Joint Plan of
Reorganization for the Century-TCI Debtors and the Parnassos
Debtors -- Joint Venture Plan -- on June 5, 2006.

As previously reported, the ACOM Debtors, Time Warner NY Cable,
LLC, and Comcast Corp. have agreed to modify the Comcast
Purchase Agreement and TW Purchase Agreement to provide that the
Sale Transaction (other than with respect to the Transferred
Joint Venture Entities) may be consummated through a sale of
assets pursuant to Sections 105, 363 and 365 of the Bankruptcy
Code.

The ACOM Debtor want to exclude from the Joint Venture Plan all
administratively consolidated entities other than those included
in the Century-TCI Debtor Group and the Parnassos Debtor Group.

The Joint Venture Plan provides that upon consummation of the
Sale Transaction, the net proceeds of the Sale Transaction not
otherwise provided for under the terms of the Joint Venture
Plan, the Comcast Purchase Agreement, the TW Purchase Agreement
or by order of the Bankruptcy Court will be held by the
Distribution Companies and Affiliated Debtors pending an order
of the Bankruptcy Court as to the disposition of the net
proceeds.

The Century-TCI Debtors and the Parnassos Debtors will continue
to exist after the Effective Date.

             Classification & Treatment of Claims

            Designation of Claims
            or Equity Interests                      Entitled
Class      Comprising the Class     Impairment      to Vote
-----      --------------------     ----------      --------
All Debtor Groups

    1       Other Priority Claims    Unimpaired      Presumed to
                                                     Accept

    2       Secured Tax Claims       Unimpaired      Presumed to
                                                     Accept

    3       Other Secured Claims     Unimpaired      Presumed to
                                                     Accept

Parnassos Debtor Group

P-Bank      Parnassos Bank Claims    Impaired        Yes

P-Trade     Parnassos Trade Claims   Impaired        Yes

P-Uns       Parnassos Other          Impaired        Yes
            Unsecured Claims

P-JV        Equity Interests in      Unimpaired      Presumed to
            Parnassos Joint Venture                  Accept

P-Equity    Equity Interests in      Unimpaired      Presumed to
            Parnassos Distribution                   Accept
            Companies

Century-TCI Debtor Group

TCI-Bank    Century-TCI Bank Claims  Impaired        Yes

TCI-Trade   Century-TCI Trade        Impaired        Yes
            Claims

TCI-Uns     Century-TCI Other        Impaired        Yes
            Unsecured Claims

TCI-JV      Equity Interests in      Unimpaired      Presumed to
            Century-TCI Joint                        Accept

TCI-Equity  Equity Interests in      Unimpaired      Presumed to
            Century-TCI Distribution                 Accept
            Company

GSETL       Government Claims        Unimpaired      Presumed to
                                                     Accept

Intercompany Claims

InterCo     Intercompany Claims      N/A            No

The Debtors reserve the right to classify and treat these claims
as unimpaired and not entitled to vote:

    -- Century-TCI Bank Claims
    -- Century-TCI Trade Claims
    -- Century-TCI Other Unsecured Claims
    -- Parnassos Bank Claims
    -- Parnassos Trade Claims
    -- Parnassos Other Unsecured Claims

Marc Abrams, Esq., at Willkie Farr & Gallagher LLP, in New York,
relates that Joint Venture Plan does not change the Modified
Fourth Amended Plan, with respect to the creditors in the
Century-TCI and Parnassos Debtor Groups and Classes, in a
material and adverse manner.

According to Mr. Abrams, the Joint Venture Plan provides for the
payment of Allowed Bank Claims in full in cash of principal and
non-default interest through the effective date, subject to the
Creditors' Committee's pending motion to holdback those
distributions pursuant to Section 502(d) of the Bankruptcy Code.

The Joint Venture Plan also provides for a single Litigation
Indemnification Fund of US$30,000,000, which will be "topped up"
with proceeds from Designated Litigation and, upon entry of an
order of the Bankruptcy Court, additional cash from the proceeds
of the Sale.

In addition, Mr. Abrams continues, based on the Court's decision
regarding grid interest, the Joint Venture Plan does not provide
for a reserve for those claims, but provides for their payment
if those claims are allowed by final order.

The Joint Venture Plan provides for the payment in full of
Allowed Trade Claims and Allowed Other Unsecured Claims,
including postpetition pre-Effective Date simple interest at a
proposed rate of 8%, with the only changes being:

    (a) that those claims will now receive all cash -- as
        opposed to a mix of largely cash and some stock -- and

    (b) the removal of certain contingencies that would have
        permitted the Debtors to substitute additional TWC Class
        A Common Stock for cash in distributions to creditors in
        these Classes.

Moreover, Mr. Abrams says, with respect to the Equity Interests
in the Century-TCI Debtors and Parnassos Debtors, the Joint
Venture Plan continues to provide that those Equity Interests
will be unimpaired and transferred to or retained by the Buyer.

The Debtors have reserved June 28, 2006, as the date to commence
the confirmation hearing with respect to the Joint Venture Plan.

        ACOM Seeks Approval of Disclosure Supplement

The ACOM Debtors ask the Court to:

    (a) approve the form and content of their Supplement to the
        Fourth Amended Disclosure Statement, describing the
        Second Modified Fourth Amended Plan of Reorganization
        for the Century-TCI and Parnassos Debtors; and

    (b) find that the Supplement contains adequate information
        within the meaning of Section 1125 of the Bankruptcy
        Code.

Mr. Abrams tells the Court that the ACOM Debtors do not believe
that re-solicitation of votes on the Plan with respect to
previously accepting creditors in the Century-TCI and Parnassos
Debtor Groups is required as a result of the proposed
modifications because they do not adversely change the treatment
of holders of claims and equity interests in those Debtor Groups
provided in the Fourth Amended Plan.

The ACOM Debtors do not believe that they are required to obtain
Court approval of further disclosure but, out of an abundance of
caution, they ask the Court to deem that the additional
disclosure in their Supplement and their Section 363 Sale Motion
constitute any additional disclosure that may be required
pursuant to Section 1125.

                         Objections

Sunni P. Beville, Esq., at Brown Rudnick Berlack Esraels LLP, in
New York, counsel for the Ad Hoc Adelphia Trade Claims
Committee, contends that the Debtors:

    -- not only failed to further prosecute to approval the
       settlement between the Debtors and the Trade Committee,
       but also failed to disclose their intentions and position
       regarding the status of the Trade Committee Settlement;
       and

    -- have failed to disclose, with clarity, the exact
       treatment of trade claims pursuant to the Second Modified
       Plan; and why the optional treatment, not disclosed in
       the motion, reserved in new language inserted to the Plan
       has been added in direct contravention to the terms of
       the Trade Committee Settlement.

The Trade Committee asserts that trade creditors are entitled to
know:

    -- what the proposed "unimpairment" treatment, as provided
       in the Plan, would be;

    -- how, when and under what circumstances the Debtors will
       "elect" to unimpair trade creditors; and

    -- what the Debtors' election to unimpair trade claims might
       mean for each creditor as it relates to each particular
       claim.

The Nominal Agents note that the ACOM Debtors do not address
what effect, if any, confirmation of the Joint Venture Plan will
have on claims and the rights of creditors of the remaining ACOM
Debtors that are not part of the Joint Venture Plan.

The Nominal Agents are:

    -- Barclays Bank PLC,
    -- Calyon New York Branch,
    -- Merrill Lynch Capital Corp.,
    -- PNC Bank, National Association,
    -- Societe Generale, S.A.,
    -- the Bank of New York, and the Bank of New York Company,
    -- Toronto Dominion (Texas), LLC,
    -- Credit Suisse, Cayman Branch, and
    -- the Royal Bank of Scotland PLC.

According to the Nominal Agents, despite the ACOM Debtors'
assertions that the Joint Venture Plan would be no more than a
"mini version" of the plan that preceded it, the Joint Venture
Plan appears to make substantive changes to provisions of the
existing plan that are unrelated to shrinking and conforming
that plan into the Joint Venture Plan.  The Nominal Agents note
that the ACOM Debtors have not explained how the changes in the
Joint Venture Plan could affect the substantive rights of the
Nominal Agents under the Joint Venture Plan or under any
subsequent plan relating to the remaining Debtors.

The Nominal Agents inform the Court that they have had
insufficient time to determine whether additional disclosure is
necessary.

Citibank, N.A., as the Century-TCI administrative agent, asks
the Court for an extension of time to object to the ACOM
Debtors' request to approve Supplement to June 12, 2006.

Based in Coudersport, Pa., Adelphia Communications Corporation
-- http://www.adelphia.com/-- is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr &
Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.
(Adelphia Bankruptcy News, Issue No. 135; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADELPHIA COMMS: Files Transaction Agreements for Sale Approval
--------------------------------------------------------------
Adelphia Communications Corporation filed forms of Amended Asset
Purchase Agreements, a form of Registration Rights and Sale
Agreement and a form of Registration Rights Letter Agreement
with the U.S. Bankruptcy Court for the Southern District of New
York.  If the Court approves amended sale procedures relating to
the Section 363 sale process, Adelphia, Time Warner NY Cable and
Comcast anticipate entering into these agreements to provide for
certain amended terms required under the expedited sale
transaction process reported in the Troubled Company Reporter on
May 29, 2006.

Under the expedited sale process, Adelphia's majority interests
in the joint ventures, Parnassos and Century-TCI, will be sold
to Comcast in connection with a confirmed Chapter 11 Plan of
Reorganization that provides for payment in full to the
creditors of the joint ventures, while substantially all of
Adelphia's remaining Cable assets will be sold to Comcast and
Time Warner NY Cable under a court-approved asset sale under
Section 363 of the Bankruptcy Code.  The closing of the sale of
the joint ventures and the sale of the remaining Adelphia assets
are conditioned on one another and are expected to occur
contemporaneously.  A modified Plan of Reorganization relating
to the Comcast joint venture debtors was filed on June 6, 2006.

Distributions to creditors of Adelphia entities outside the
Century-TCI and Parnassos joint ventures will not occur until
after the confirmation of a separate plan of reorganization
relating to those entities, which Adelphia intends to seek
following completion of the sales.  Until confirmation of such
separate plan of reorganization, the non-joint venture Adelphia
entities will remain in bankruptcy.

A hearing to approve the amended sale procedures (including new
provisions for termination and for the payment or crediting of
the Breakup Fee) is expected to be held in mid-June 2006.  A
hearing to approve the Section 363 Sale and confirm the plan of
reorganization for the two Joint Ventures is expected to be held
in late June 2006.

The sale process is subject to, among other things, execution by
Time Warner NY Cable and Comcast of Amendments to the applicable
Purchase Agreements, the Registration Rights and Sale Agreement
and the Registration Rights Letter Agreement.  Although the
forms of Amendments, Registration Rights and Sale Agreement and
Registration Rights Letter Agreement filed with the Court have
been negotiated with Time Warner NY Cable and Comcast, these
forms of agreement are not binding, and there can be no
assurance that the Bankruptcy Court will approve the amended
sale procedures and changes to the break-up fee, or that Time
Warner NY Cable and Comcast will execute the agreements if such
approval occurs.

A full-text copy of the Amended Asset Purchase Agreement between
Adelphia Communications Corporation and Time Warner Cable Inc.
is available for free at:

               http://ResearchArchives.com/t/s?b0a

A full-text copy of the Amended Asset Purchase Agreement between
Adelphia Communications Corporation and Comcast Corporation is
available for free at:

               http://ResearchArchives.com/t/s?b0b

A full-text copy of the Registration Rights and Sale Agreement
between Adelphia Communications Corporation and Time Warner
Cable Inc. is available for free at:

               http://ResearchArchives.com/t/s?b08

                       About Adelphia

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie
Farr & Gallagher represents the ACOM Debtors.

PricewaterhouseCoopers serves as the Debtors' financial advisor.
Kasowitz, Benson, Torres & Friedman, LLP, and Klee, Tuchin,
Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue No. 132;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OCA INC: Disclosure Statement Hearing Slated for June 19
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
scheduled the hearing to consider the adequacy of OCA, Inc.'s
joint disclosure statement explaining its joint chapter 11 plan
on June 19, 2006, 9:00 a.m. at Hale Boggs Federal Building, Room
B-705, 7th Floor, 500 Poydras St., in New Orleans, Louisiana.

Objections to the Disclosure Statement must be filed not later
than June 12, 2006.

As reported in the Troubled Company Reporter on May 16, 2006,
the Court approved a Plan Support Agreement in which the Debtor,
its senior lenders (Bank of America, as agent, and affiliates of
Silver Point Capital), and the Official Committee of Unsecured
Creditors agreed to support the approval and confirmation of the
Plan.

                      Terms of the Plan

Under the Plan, the amount of senior secured indebtedness held
by the Senior Lenders will be reduced from approximately US$92
million to US$50 million.  The Senior Lenders will receive under
the Plan all of the equity of the reorganized Debtor upon exit
from chapter 11.

The Debtor's unsecured creditors will receive a cash payment
equal to US$2,700,000 and will be eligible to receive additional
deferred cash payments up to the full amount of their allowed
claims after certain distributions and permanent cash paydowns
to senior lenders exceed US$100 million.

All of the Debtor's outstanding stock will be cancelled;
however, the Debtor's existing shareholders will be eligible to
receive deferred cash payments equal to US$1,500,000 after
certain distributions and permanent cash paydowns to the Senior
Lenders exceed US$115 million, an additional US$3,500,000 if the
distributions and paydowns exceed US$150 million and certain
additional amounts if such distributions and paydowns are larger
than these amounts.

                   DIP Financing Approval

The Debtor also received a final order from the Court approving
its debtor-in-possession revolving credit financing with Bank of
America as agent, and Silver Point Capital pursuant to which the
Debtor will be able to obtain debtor-in-possession financing of
up to US$15,000,000.  Upon exit from bankruptcy, the Senior
Lenders have committed (subject to the terms of the Plan Support
Agreement) to a new working capital facility to be used to pay
off amounts borrowed under the DIP loan and for general
corporate purposes.

                       CEO Termination

In addition, the Debtor reported that, consistent with the terms
of the Plan Support Agreement, Bart Palmisano, Sr., was
terminated as CEO.  Michael Gries, the Debtor's Chief
Restructuring Officer, will, effective immediately, assume the
additional position of Interim Chief Executive Officer.

"We are encouraged by the significant support demonstrated by
the Company's senior lenders and the Official Committee of
Unsecured Creditors, as well as the Company's vendors and
employees," Mr. Gries said.  "We also appreciate the continuing
loyalty and support of our affiliated orthodontists and
dentists.  We have met and discussed the Company's restructuring
plan with many of our affiliated doctors and look forward to
continuing that dialogue throughout the remaining pendency of
the case.  The Company's restructuring is progressing at a very
rapid pace, and we hope to emerge from chapter 11 by the end of
the summer."

A full-text copy of the Debtor's Joint Plan of Reorganization is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=060515213155

A full-text copy of the Debtor's Disclosure Statement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=060515213437

                         About OCA

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

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




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


BWIA WEST: Awards US$20-Mil. Contract to Cagney to Develop Brand
----------------------------------------------------------------
BWIA West Indies awarded a US$20 million contract to develop the
airline's brand around the world, as part of the Trinidad and
Tobago government's US$250 million revamp, DMBulletin reports.

DMBulletin relates that Cagney is a holding company founded by
Paul Simons -- a former chief executive of Ogilvy & Mather, an
international advertising agency.

Cagney, according to DMBulletin, is planning BWIA's first major
promotional campaign in the United Kingdom.

Chick Smith Trott, the ad agency of Cagney, will handle
advertising.

Brandaid -- an in-store marketing services firm that provides a
method of delivering advertising messages, promotional
incentives, samples and CD ROMS -- will handle the brand
strategy, DMBulletin states.

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

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


BWIA WEST: Plans Retrenchment of Employees, Says Union Leader
-------------------------------------------------------------
BWIA West Indies is planning to engage into retrenchment,
Trinidad and Tobago Express reports.

Curtis John -- the president of the Aviation, Communication and
Allied Workers Union or ACAWU -- told the Daily Express in a
telephone interview that his union had received a document from
the management of BWIA indicating that the airline will engage
in retrenchment and wants the option of offering voluntary
separation of employment packages or VSEP.

Mr. John told the Express, "I have credible inside information
that says that the management will offer VSEP as early as next
month."

According to the Express, Mr. John said that the union can't
accept VSEP as it is not aware of the details in the new plan
for BWIA, which was sent to the government.

"We don't know how much retrenchment or VSEP packages would be
offered. It could be a large percentage of the workforce," Mr.
John told the Express.

The employees rejected the management's latest proposal during
the ACAWU meeting on Wednesday, the Express states, citing Mr.
John.  The union leader said the conditions outlined in the
proposal were completely unacceptable.

The Express reports that several angry flight attendants
protested outside the BWIA offices at Sunjet House on June 8.
Lana Benoit, the chairperson of the flight attendant's arm of
ACAWU, said that the meeting was cancelled, adding that the
flight attendants were very disappointed by the new proposals
because they have not received pay increases since 2000.

The meeting between Mr. John and other union executives
scheduled on June 9 was also postponed, Ms. Benoit told the
Express.

Peter Davies, the chief executive officer of BWIA, said in a
statement that the meetings were cancelled due to the protests.

BWIA wants to engage in free collective bargaining in accordance
with the law.  BWIA is prepared to continue negotiations but not
under pressure, the Express reports, quoting Mr. Davies.

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

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




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


* URUGUAY: Testifies in International Court on Pulp Mill Case
-------------------------------------------------------------
Uruguay's legal representatives presented arguments against
Argentina's petition to halt the two pulp mills' construction in
the Uruguay River before the International Court of Justice,
Merco Press reports.

The ICJ held the first hearing on the potential environmental
impact of the construction of the mills at its large chamber at
The Hague on Thursday, Merco Press relates.

Merco Press states that the Argentine attorneys emphasized the
potential deterioration of the ecosystem and socio-economic
prospects along the Uruguay River, which Argentina manages with
Uruguay.

However, Uruguayan representatives said there was no immediate
or irreparable negative impact that the construction would bring
and no legal basis for stopping the project, according to Merco
Press.

Susana Ruiz Cerutti, an Argentine foreign ministry legal
adviser, criticized the Uruguayan capital Montevideo's decision
to authorize the plants, saying it was a violation of the
obligation for prior consultation established in the 1975
Uruguay River Statute -- the bilateral treaty governing the
management of the waterway.

The plants being built by Spain's Ence and Finland's Botnia will
damage the water quality, emit noxious waste and have a negative
impact on the socio-economic development of Argentina's
riverbank region by discouraging investment in the tourism
sector, Romina Picolotti, the head of the Argentine Center for
Human Rights and the Environment, told Merco Press.

Alain Pellet, a French jurist and one of the international legal
experts representing Argentina, told Merco Press, "The
construction causes damage and ... would aggravate the
situation.  Only the precautionary measures can avoid the
irreparable."

Merco Press says that the possibility of serious, imminent and
irreversible damage is one of the main criteria that the 15
judges in the ICJ must consider before making a decision.

However, Ambassador Hector Gros Espiell -- the head of the
Uruguayan representatives -- countered Argentina's allegations,
saying that the firms operating the factories will be obligated
to fulfill environmental requirements equivalent to those
established in the European Union.

Merco Press reports that Mr. Espiell said the forced suspension
of the construction would halt foreign investments in Uruguay
valued at US$1.8 billion, the largest outside investment the
country has ever received.  According to him, it would seriously
affect Uruguay's right to establish modern industries that are
necessary for its development.

Mr. Espiell, according to Merco Press, said that Uruguay made no
violations on the 1975 statute regarding the consultation
process.  He cited Montevideo's proposal to conduct joint
supervision with Argentina to monitor the alleged destructive
effects of the mills.

Merco Press relates that Justice Luigi Condorelli, a member of
the Uruguayan delegation, said there is no legal basis for the
precautionary measure Argentina wanted, as the statute only
allows the suspension if a region's water quality would be
altered.  The factories, he said, is yet to begin operations in
2007 and 2008.

The first session was scheduled to end on Friday.  The ruling on
the precautionary measures will be made after a period of
deliberations, Merco Press reports.  Some sources say it could
take weeks.

                        *    *    *

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.

                        *    *    *

Fitch Ratings assigned these ratings on Argentina:

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




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


ARVINMERITOR: Fitch Downgrades Issuer Default Rating to BB
----------------------------------------------------------
Fitch Ratings has downgraded ArvinMeritor's ratings:

   -- Issuer Default Rating to 'BB' from 'BB+';
   -- Senior unsecured to 'BB-' from 'BB+';
   -- Trust preferred to 'B' from 'BB-'.

Fitch has also assigned an indicative rating to the new secured
bank facility of 'BB+', subject to review of the final amount
and terms of the new agreement.

The rating action reflects the challenges faced by
ArvinMeritor's Light Vehicle Systems group, which has
experienced persistent margin erosion due to pricing pressures,
high commodity costs and production declines among domestic
producers.  The company has embarked on a restructuring program
that should help to stabilize margins, but the operational and
financial stresses in the industry will make it difficult to
substantially improve margins in this sector in the short term.
ArvinMeritor does have good geographic and customer
diversification, and its product position, particularly in
emissions control, should enhance results over the long term.
ArvinMeritor could also benefit from re-sourcing contracts away
from Dana.

Along with the stresses in the LVS group, ArvinMeritor's
Commercial Vehicle Systems group will face a strong downturn in
demand in 2007, related to the introduction of new emissions
standards and the associated 2006 pre-buy.  Margins in this
sector have benefited from strong cyclical conditions and have
sustained consolidated ArvinMeritor margins.  ArvinMeritor will
be hard-pressed to maintain margins by offsetting the downturn
in demand with production efficiencies and other cost-saving
measures.

The downgrade of the senior unsecured debt reflects the
impairment that these debt holders will experience through the
granting of security to bank lenders.  Under ArvinMeritor's
unsecured indentures, the company has a limitation on liens of
up to 15% of the value of consolidated net tangible assets,
which is defined to exclude certain 'principal property' assets.
Nevertheless, Fitch views the establishment of the new bank
agreement as a positive development, ensuring the company's
liquidity over the near term, in what is likely to be a very
uncertain period in the domestic auto industry (including the
2007 contract re-opening between the domestic OEM's and the
UAW).  The company has made steady progress in strengthening its
balance sheet, largely with the assistance of asset sales, and
this could continue through 2006.  Fitch expects ArvinMeritor to
remain free cash flow positive in fiscal 2006, as the company
has projected, although recent free cash flow forecasts have
also benefited from substantially reduced required pension
contributions in 2006.  Stabilization of the rating will focus
on ArvinMeritor's ability to reverse the deterioration in LVS
margins and the company's operating performance in 2007 as it
faces a strong drop in end demand at its CVS operations.


ARVINMERITOR: S&P Pares Senior Unsecured Rating to BB- from BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
and recovery ratings of '1' to ArvinMeritor Inc.'s US$1.05
billion bank senior secured debt, indicating the expectation for
full recovery of principal in the event of a payment default.

At the same time, Standard & Poor's lowered its senior unsecured
debt ratings on ARM to 'BB-' from 'BB' and removed them from
CreditWatch where they were placed with negative implications on
May 22.  The downgrade stems from the contractual subordination
resulting from the pending transaction to replace the unsecured
bank facility with the new senior secured credit facilities.

In addition, ArvinMeritor's 'B-1' short-term corporate credit
rating was affirmed and removed from CreditWatch.  The new
secured facility provides the company with approximately the
same-size bank facility, but with less restrictive covenants and
a longer maturity than the existing bank facility.

The 'BB' long-term corporate credit rating on the Troy, Mich.-
based auto supplier was not on CreditWatch, and was affirmed.
The outlook is negative.


* VENEZUELA: Ships 1.2 Bil. Barrels of Asphalt to Dominica
----------------------------------------------------------
Venezuela's shipment of about 1.2 barrels of asphalt has reached
Dominica, Prensa Latina reports, citing sources from Venezuela's
state oil firm -- Petroleos de Venezuela aka PDVSA.

According to Prensa Latina, it was the first shipment of asphalt
made by Venezuela to Dominica, as part of the accord forged
within the Petrocaribe energy cooperation.

Petrocaribe is a Caribbean oil alliance with Venezuela that
allows members to buy oil from the country on conditions of
preferential payment -- nations can buy oil on market value with
a certain amount and the remainder can be paid through a 25-year
financing agreement on 1% interest, or in kind.

The asphalt will be supplied every three months and stems from
negotiations between Dominican officials and the main promoter
of the deal -- PDV Caribe, a spokesperson of PDVSA told Prensa
Latina.

Reports say that the asphalt will be used in the construction of
major roads in Dominica to improve land transport.

A group of technicians from the PDV Caribe will be visiting
Dominica this week to define clauses and terms for a joint
venture, Alejandro Granado, the PDVSA deputy president, told
Prensa Latina.

A meeting will be held on July 14 to examine a proposal to make
Antigua and Barbuda strategic for maintaining and supplying fuel
to the Caribbean.  It will be participated by energy ministers
from:

    -- St Vincent and the Grenadines,
    -- Grenada,
    -- Antigua and Barbuda, and
    -- St Kitts and Nevis.

                        *    *    *

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


* IDB & Crecera Close US$40M Expansion of LatAm Credit Service
--------------------------------------------------------------
The Inter-American Development Bank and Crecera Finance
Management Company LLC closed a US$40 million expansion of a
trade finance credit facility for Latin America Export Finance
Fund, Ltd. or LAEFF.

The new facility increases LAEFF's total assets to US$150
million.  The fund is a specialty finance company that provides
export finance loan facilities to companies in:

   -- Argentina,
   -- Brazil,
   -- Peru, and
   -- Uruguay.

Crecera, which manages LAEFF, is headquartered in San Francisco,
with offices in New York and Buenos Aires.

The new IDB financing consists of a five-year, US$10 million
loan from its ordinary capital (A loan), and a syndicated
commercial bank loan of US$30 million (B loan) that is a three-
year facility renewable up to five years.  This financing adds
to the IDB's original loan of US$15 million approved in 2004.
West LB and Caja Madrid participated in the B loan.  Crecera and
the IDB intend to syndicate additional B loan tranches as
further funding needs arise.

"The IDB A/B Loan facility supports LAEFF's growth within our
current operating countries and aids in our expansion to other
countries in Latin America and the Caribbean," said Crecera
President Robert Klein. "The facility will strengthen our
ability to further service our client roster of over 60
exporting companies, and will allow us to continue to add
exporting companies as clients."

IDB project team leader Yumiko Kusakabe added, "We are delighted
to see that the facility we closed in 2004 has been successful
in achieving its goals.  We believe this expansion will spur
additional trade finance loans to Latin America and the
Caribbean.  We look forward to contributing to the additional
growth of the operation through the A/B Loan program and expect
additional lenders to be attracted to the facility."

Hans Schulz, head of the Financial Markets Team of the IDB's
Private Sector Department said, "Our role is to support the
growth of innovative market participants like Crecera, as they
complement traditional trade finance services provided by the
banking sector and improve the competitiveness of financing
choices for exporters and importers in the region.  Supporting
the growth of Crecera through a loan syndication for the first
time is a ground-breaking development to mobilize trade finance
funds for the region through the commercial bank market."


* IDB & Microsoft Promote ICT Growth in LatAm & the Caribbean
-------------------------------------------------------------
The Inter-American Development Bank and Microsoft Corporation
formalized an agreement that will facilitate access to the
benefits of information and communication technology or ICT for
citizens and institutions across Latin America and the
Caribbean.

The agreement signed by IDB President Luis Alberto Moreno and
Microsoft Senior Vice President Orlando Ayala will contribute to
competitiveness and economic and social development in the
region by promoting science and technology.

"The development process isn't sustainable without the private
sector's contributions, a driver of investment, innovation,
productivity and employment," said Mr. Moreno.  "Our strategic
partnerships with businesses are crucial to drive growth and
employment in Latin America and the Caribbean."

"Ongoing scientific and technological innovation propels the
global knowledge economy forward as new ideas create new
businesses and jobs, improve business productivity and enhance
human welfare," said Orlando Ayala.  "Microsoft is committed to
partnering with organizations like the IDB to build strong,
sustainable IT infrastructure, which creates opportunities for
citizens, businesses, governments and nations to become more
competitive."

The agreement outlines six strategic areas of common interest
for the IDB and Microsoft that constitute the framework for
specific projects to be developed and announced gradually.  The
six strategic areas are:

   -- E-government,
   -- ITC security for the public sector,
   -- Technological and scientific capacity building,
   -- Education,
   -- Remittances and microfinance, and
   -- Youth, technology and social inclusion.

Currently, specific projects are being prepared for each area.
For example, in ICT security for the public sector, joint
seminars with the IDB and Microsoft have already been held with
government agencies in the region.  A key objective in this area
is to carry out a regional training program in computer security
for Latin America's public sector.

Another project that was recently announced is the IDB's
"Program for Youth Development for Innovation and Social
Action," for which Microsoft has committed to provide technical
and financial support.  This program will focus on youth who are
socially excluded, low-income youth in rural areas, and will
concentrate on three key areas:

   -- microenterprise (business and social),
   -- information technology and communication for development,
      and
   -- community development and volunteerism.

In general, the purpose of the projects executed under the
agreement will be joint development of innovative ideas and
mechanisms, pilot projects, collaborative efforts and
investments, and early identification of new challenges to
development in the region to which ICT could contribute
solutions and have a positive impact.

This agreement is part of and will contribute to implementation
of the "Information Technology and Communication Facility for
the Development," for which preparations are currently underway.
The objective of this facility is to create an institutional
instrument that will allow the IDB to develop public-private
partnerships with leading technology firms that will help
leverage financial and technical resources for technical
cooperation projects in the region.

The Inter-American Development Bank is the oldest and largest
regional development bank in the world and the primary source of
multilateral financing for Latin America and the Caribbean.  Its
mission is to promote social and economical development, reduce
poverty and strengthen democratic institutions in countries in
the region.

Microsoft, founded in 1975, is the worldwide leader in software,
services and solutions that help people and businesses realize
their full potential.



                        ***********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter - Latin America is a daily newsletter
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Copyright 2006.  All rights reserved.  ISSN 1529-2746.

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