TCRLA_Public/060627.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Tuesday, June 27, 2006, Vol. 7, Issue 126

                            Headlines

A R G E N T I N A

ANTU APLICACIONES: Court Converts Bankruptcy to Reorganization
BANCO DE GALICIA: S&P Argentina Puts D Rating on US$21-Mil. Debt
BECOM SA: Verification of Proofs of Claim Ends on August 30
BETTERWARE DE ARGENTINA: Enters Bankruptcy on Court Orders
DROGUERIA LIVI: Sets Aug. 15 Deadline for Verification of Claims

FERCARNE SA: Court Orders Liquidation of Assets
FIDEICOMISOS FINANCIEROS: S&P Arg Puts C Rating on US$188M Debt
IGNACIO LIPRANDI: General Report Due in Court on June 30
MULTISHEEP SA: Trustee Will Verify Proofs of Claim Until Aug. 21
REPSOL YPF: Mulls US$6-Billion Investment in Argentina

SAN JORGE: Last Day for Claims Verification Is on Aug. 22
SEA GULL: Trustee Has Until July 21 to Verify Creditors' Claims
TARAI SA: Deadline for Verification of Claims Is Set for Aug. 22
TRANSPORTADORA DE GAS: Fitch Arg Puts D Ratings on Three Debts

B A H A M A S

WINN-DIXIE: Reaches Agreement Over Substantive Consolidation

B E R M U D A

MONTPELIER RE: Declares Terms of Two Forward Equity Transactions

B O L I V I A

PETROLEOS DE VENEZUELA: Exports Diesel to Bolivia by July 1

B R A Z I L

AMERICA LATINA: Fitch Downgrades Issuer Default Ratings to B+
PETROLEO BRASILEIRO: Continues Swapping Pact with PDVSA
PETROLEO BRASILEIRO: Pres. Lula Refuses to Nationalize Company
PETROLEO BRASILEIRO: To Transfer Operations to YPFB on July 1
UNIAO DE BANCOS: Inks US$47-Mil. Outsourcing Pact With Unisys

VARIG S.A.: Aircraft Trustees Want Contingency Plan Implemented

* BRAZIL: Will Discuss Trade with Paraguay

C A Y M A N   I S L A N D S

AC CP: Final Shareholders Meeting Is Scheduled for August 7
AI SECURITY: Liquidator Presents Wind Up Accounts on August 7
INFOR GLOBAL: Moody's Assigns B3 Corporate Family Rating
INTREPID: Sets Sept. 27 Deadline for Proofs of Claim Filing
KARDIO COMPANY: Holds Final Shareholders Meeting on August 7

ROCKSTONE ADVISORS: Proofs of Claim Filing Ends on August 29
SPHINX MANAGED: Cayman Grand Court Set to Hear Petition Today

C H I L E

ENDESA CHILE: Ending Feasibility Studies on Condores in August

C O L O M B I A

BANCAFE: 99.9% Stake Will be Auctioned by Fogafin on October 2
ECOPETROL: Fitch Revises BB Issuer Rating Outlook to Positive

C O S T A   R I C A

* COSTA RICA: Finalizes Oil Deal with Venezuela
* COSTA RICA: Proposes to Sell Government Bonds to Bandes

D O M I N I C A N   R E P U B L I C

FALCONBRIDGE LTD: Merges with Inco Limited & Phelps Dodge Corp.
FALCONBRIDGE LTD: U.S. DOJ Clears Inco Bid of Anti-Trust Issues

* DOMINICAN REPUBLIC: Free Trade Won't Lower Car Prices
* DOMINICAN REPUBLIC: Plans Outsourcing Program with Game Firm

E C U A D O R

PETROECUADOR: Fernando Gonzales Leaves Post as President

E L   S A L V A D O R

* EL SALVADOR: Insurance Sector Profits Up 18% in First Quarter

H A I T I

DIGICEL LIMITED: Increasing Investments in Haiti by US$50 Mil.

H O N D U R A S

* HONDURAS: Lowering Petroleum Prices Can Save Country Millions

J A M A I C A

DIGICEL LIMITED: Launches Service in French West Indies
NATIONAL WATER: Workers' Strike Ends After Meeting with Company

M E X I C O

DIRECTV HOLDINGS:  Fitch Affirms BB Issuer Default Rating
GRUPO MEXICO: Antitrust Agency Slams Ferrosur-Ferromex Merger
HIPOTECARIA CREDITO: Moody's Rates MXN3-B MTN Programs at (P)B1
PRIDE INT'L: Filing Delay Prompts S&P to Put Ratings on WatchNeg

P A N A M A

BANCO LATINAMERICANO: Paying Quarterly Dividend on July 17

P A R A G U A Y

* PARAGUAY: Will Discuss Trade with Brazil

P E R U

SIDERPERU: ProInversion Sets US$50 Mil. Minimum Price for Stake
SIDERPERU: Sider Corp. Will Auction 40.24% Stake Today

* PERU: MTC Proposes Amendments to Telecom Legislations

P U E R T O   R I C O

ADELPHIA: John Griffin & Cable Crafters Say Plan's Unconfirmable
ADELPHIA COMMS: Sells De Minimis Assets for US$991,422
DRESSER INC: Asks U.S. SEC to Withdraw 2004 Form S-1 Statement
INTERLINE BRANDS: Completes US$200-Mil. Offering of 8-1/8% Notes
SUNSET BRANDS: Balance Sheet Upside-Down by US$460K at Mar. 31

T R I N I D A D   &   T O B A G O

BWIA WEST: Union to Meet with Former Airline Workers on June 29

V E N E Z U E L A

ARVINMERITOR INC: Inks New US$1.15 Bil. Senior Credit Facilities
ARVINMERITOR: Fitch Rates US$1.15-Bil. Secured Facility at BB+
PETROLEOS DE VENEZUELA: Continues Swapping Deal with Petrobras
PETROLEOS DE VENEZUELA: Discloses Financial Results for 2004
SILGAN HOLDINGS: Buys Euro White Cap Closures Biz for US$238MM

* VENEZUELA: Costa Rica to Sell Government Bonds to Bandes
* VENEZUELA: Finalizes Oil Deal with Costa Rica


                         - - - - -


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


ANTU APLICACIONES: Court Converts Bankruptcy to Reorganization
--------------------------------------------------------------
Antu Aplicaciones Industriales Integradas S.A. will proceed with
reorganization after a court in Buenos Aires converted the
company's bankruptcy case into a "concurso preventivo," states
Infobae.

Under insolvency protection, Antu Aplicaciones will be able to
draft a proposal designed to settle its debts with creditors in
order to prevent an outright liquidation of its assets.

Hugo Oscar D. Ubaldo, the court-appointed trustee, will verify
creditors' proofs of claims on a date that has yet to be
announced.  Creditors with unverified claims won't receive
anything from Antu Aplicaciones' settlement plan.

The debtor can be reached at:

    Antu Aplicaciones Industriales Integradas S.A.
    Gavilan 2333
    Buenos Aires, Argentina

The trustee can be reached at:

    Hugo Oscar D. Ubaldo
    Adolfo Alsina 1535
    Buenos Aires, Argentina


BANCO DE GALICIA: S&P Argentina Puts D Rating on US$21-Mil. Debt
----------------------------------------------------------------
Banco de Galicia y Buenos Aires' debts are assigned these
ratings by the Argentine arm of Standard & Poor's:

   -- Program of Obligaciones Negcociables, media term for
      US$2,000,000,000

      * Last due: Dec. 29, 2018
      * Rate: raA
      * Date of balances: Mar. 31, 2006

   -- Obligaciones Negociables issued under the program of US$1
      billion for originally US$12 million and now reduced to
      US$9 million

      * Last due: Dec. 20, 2005
      * Rate: raD
      * Date of balance: Mar. 31, 2006

   -- Obligaciones Negociables simples for originally US$200
      million and now for US$21,400,000

      * Last due: Nov. 1, 2004
      * Rate: raD
      * Date of balance: Mar. 31, 2006

   -- Clase 6 of the Obligaciones Negociables issued on July 19,
      2002 for US$73,000,000, under the US$1 billion program

      * Last due: Aug. 3, 2007
      * Rate: raA
      * Date of balance: Mar. 31, 2006

   -- Clase 7 de Obligaciones Negociables issued on
      July 19, 2002, under the US$1 billion program for
      US$43,000,000

      * Last due: Aug. 3, 2007
      * Rate: raA
      * Date of balance: Mar. 31, 2006


BECOM SA: Verification of Proofs of Claim Ends on August 30
-----------------------------------------------------------
The verification of creditors' proofs of claim against bankrupt
company Becom S.A. will end on Aug. 30, 2006.  Jacobo
Luterstein, the court-appointed trustee for the case, will
validate the claims.

Court No. 5 in Buenos Aires declared Becom S.A. bankrupt at the
behest of GDA S.A., which it owes US$4,952.00.

Clerk No. 10 assists the court in this case.

The debtor can be reached at:

    Becom S.A.
    Rodriguez Pena 703
    Buenos Aires, Argentina

The trustee can be reached at:

    Jacobo Luterstein
    Rodriguez Pena 694
    Buenos Aires, Argentina


BETTERWARE DE ARGENTINA: Enters Bankruptcy on Court Orders
----------------------------------------------------------
Betterware de Argentina S.A. enters bankruptcy protection after
a court in Buenos Aires ordered the company's liquidation.  The
order transfers control of the company's assets to a court-
appointed trustee, whose name is yet to be disclosed, who will
supervise the liquidation proceedings.

Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the Betterware de
Argentina's accounting and business records.  The dates of
submission of these reports are yet to be disclosed.

The debtor can be reached at:

    Betterware de Argentina S.A.
    Bernardo de Irigoyen 330
    Buenos Aires, Argentina


DROGUERIA LIVI: Sets Aug. 15 Deadline for Verification of Claims
----------------------------------------------------------------
Federico Pedro Laudren, the court-appointed trustee for the
bankruptcy case of Drogueria Livi S.A., will verify creditors'
proofs of claim until Aug. 15, 2006.  Creditors who fail to
submit the required documents won't receive any post-liquidation
distributions.

La Nacion relates that Court No. 1 in Buenos Aires declared
Drogueria Livi bankrupt at the request of Schering Arg. S.A.,
which it owes US$77,959.84.

Clerk No. 2 assists the court in this case.

The debtor can be reached at:

    Drogueria Livi S.A.
    Vieytes 1257
    Buenos Aires, Argentina

The trustee can be reached at:

    Federico Pedro Laudren
    Libertad 293
    Buenos Aires, Argentina


FERCARNE SA: Court Orders Liquidation of Assets
-----------------------------------------------
A court in Buenos Aires ordered the liquidation of Fercarne
S.A.'s assets after it defaulted on its obligations, Infobae
states.  The liquidation pronouncement will place the company's
affairs as well as its assets under the control of a court-
appointed trustee, whose name is yet to be disclosed.

The trustee will verify creditors' proofs of claim against
Fercarne S.A.

Under Argentine bankruptcy law, the trustee must submit
individual reports based on the verified claims and a general
report that contains an audit of Fercarne's accounting and
business records.  The dates of submission of these reports are
yet to be disclosed.

The debtor can be reached at:

    Fercarne S.A.
    Montevideo 418
    Buenos Aires, Argentina


FIDEICOMISOS FINANCIEROS: S&P Arg Puts C Rating on US$188M Debt
---------------------------------------------------------------
The Argentine arm of Standard & Poor's rated Fideicomisos
Financieros Saneo I's Certificados de participacion Junior for
US$188,004,121 at raC.  The debt will mature on Dec. 29, 2030.


IGNACIO LIPRANDI: General Report Due in Court on June 30
--------------------------------------------------------
A court in San Miguel de Tucuman set June 30, 2006, for the
submission of a general report detailing the insolvency case
proceeding of Ignacio Liprandi Oliva S.R.L.

An informative assembly is set for Dec. 19, 2006, wherein the
creditors will cast their votes on a settlement plan that
Ignacio Liprandi will lay on the table.


MULTISHEEP SA: Trustee Will Verify Proofs of Claim Until Aug. 21
----------------------------------------------------------------
Court-appointed trustee Bernardino Margolis will verify
creditors' proofs of claim against bankrupt company Multisheep
S.A. until Aug. 21, 2006, Infobae reports.

Mr. Margolis will submit in court individual reports based on
the verified claims and a general report that contains an audit
of Multisheep's accounting and banking records.  The dates of
submission of these reports are yet to be disclosed.

The trustee can be reached at:

    Bernardino Margolis
    Parana 426
    Buenos Aires, Argentina


REPSOL YPF: Mulls US$6-Billion Investment in Argentina
------------------------------------------------------
The investment schedule presented by Repsol YPF's Executive
Chairman Antonio Brufau, to Argentina's Pres. Nestor Kirchner,
on the latter's official visit to Spain, contemplates a total
investment for Argentina of US$6 billion or EUR4.77 billion
during the three-year period of 2007 to 2009, of which US$4.6
billion or EUR3.658 billion is earmarked for the area of
Exploration & Production, and the remaining US$1.4 billion or
EUR1.113 billion will be allotted to the Refining & Marketing
and Chemical areas.

One of the specific programs to benefit under this schedule will
be the expansion of deepwater offshore exploration, in
association with Enarsa, and for which a latest generation
platform has been contracted. In addition, new techniques based
on the best international practices will be applied to improve
recovery at mature fields, with the emphasis on knowledge of the
subsoil obtained through technologies for field typification,
including the acquisition of additional 3D seismic.

At the same time, operations in heavy and other types of crude
oil will be developed in the Neuquen basin and Santa Cruz, and
advanced-technology pilot projects for tertiary recovery and the
injection of chemicals will be speeded up.  Finally, plans for
secondary recovery will be revitalized in line with the
successful experience accumulated at similar fields.

As part of this program, investments will be made in a pilot
project to determine the viability of the first Tight Gas
project in Argentina.  This type of operation for the non-
conventional extraction of gas has produced excellent results in
countries with mature oil basins, such as the USA where 40% of
the gas in that country is produced using this new technology.

Tight Gas basically consists in obtaining gas from gaseous sands
with very low permeability.  Sophisticated study techniques, and
thanks to a deeper knowledge of the fields, it is possible to
determine the viability of applying this new technology, which
requires wells to be drilled via non-conventional methods.

In the Refining & Marketing and Chemical areas, refineries will
be re-equipped for the processing of heavy crudes and to
increase the production of gas-oil; there will be investment in
improving fuel quality; for revamping petrochemical production
units, and for the development of biodiesel projects.

                        Highlights

   -- Repsol YPF will bring forward investments in Argentina
      under a US$6 billion or EUR4.77 billion three-year
      schedule for 2007/2009.

   -- US$4.6 billion or EUR3.658 billion will be allotted to
      the exploration and production of oil and gas in that
      country.

   -- The schedule for advancing investment in Argentina is
      based on a deeper knowledge of the fields acquired over
      the past year.

   -- Repsol YPF will strengthen technical and strategic joint
      ventures with other companies given the growing interest
      in Argentina on the part of operators specialized in the
      exploration of mature regions.

   -- New reserves will be generated by intensifying
      exploration activity and through additional development
      with the application of improved operating methods and
      new technologies in mature areas.

   -- Deepwater operations will increase in association with
      ENARSA, such as in the Gulf of San Jorge.  The viability
      of the Tight Gas project will be developed to obtain
      commercial gas from low permeability structures.

   -- The investment schedule in Argentina will make it possible
      to project additional investment after the 2007/2009
      period, and allows the company to define future options
      for incorporating production and reserves beyond the year
      2010.

                        *    *    *

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

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


SAN JORGE: Last Day for Claims Verification Is on Aug. 22
---------------------------------------------------------
The last day for the verification of creditors' proofs of claim
against San Jorge Mayorista S.A. is set for Aug. 22, 2006.
Guillermo Daniel Cueva, the court-appointed trustee, will verify
the claims.

Creditors who fail to submit the required documents won't
receive any post-liquidation distributions.

Court No. 1 in Buenos Aires declared San Jorge bankrupt at the
request of Coca Cola Polar Argentina S.A., which it owes
US$162,935.

Clerk No. 2 assists the court on the case.

The debtor can be reached at:

    San Jorge Mayorista S.A.
    Maipu 26
    Buenos Aires, Argentina

The trustee can be reached at:

    Guillermo Daniel Cueva
    Terrero 1752
    Buenos Aires, Argentina


SEA GULL: Trustee Has Until July 21 to Verify Creditors' Claims
---------------------------------------------------------------
Court-appointed trustee Miguel Adolfo Kupchik has until
July 21, 2006, to validate creditors' proofs of claim against
bankrupt company Sea Gull Trading S.A., Infobae reports.

Mr. Kupchik will present the validated claims in court as
individual reports on Sept. 22, 2006.  The trustee will also
submit a general report that contains an audit of Sea Gull's
accounting and banking records on Nov. 3, 2006.

The trustee can be reached at:

     Miguel Adolfo Kupchik
     San Luis 3067
     Buenos Aires, Argentina


TARAI SA: Deadline for Verification of Claims Is Set for Aug. 22
----------------------------------------------------------------
Miriam Colmegna, the court-appointed trustee for the
reorganization proceeding of Tarai S.A., will verify creditors'
proofs of claim until Aug. 22, 2006.

An informative assembly is set for April 20, 2007, where
creditors will cast their votes on a settlement plan prepared by
Tarai S.A.

Court No. 22 in Buenos Aires approved Tarai's petition to
reorganize its business after it has defaulted on debt payments
on Feb. 10, 2006.

Clerk No. 43 assists the court on the proceeding.

The debtor can be reached at:

    Tarai S.A.
    Rivadavia 3265
    Buenos Aires, Argentina

The trustee can be reached at:

    Miriam Colmegna
    Sarmiento 1179
    Buenos Aires, Argentina


TRANSPORTADORA DE GAS: Fitch Arg Puts D Ratings on Three Debts
--------------------------------------------------------------
Fitch Argentina assigned D ratings on Transportadora de Gas del
Norte S.A.'s three debts:

   -- the program of Obligaciones Negociables of up to US$300
      million;

   -- program of Obligaciones Negociables of up to US$320
      million; and

   -- Obligaciones Negociables for US$175 million.

The ordinary shares have been included in category 4.

In order to get further in the restructuring of its debt, TGN
has issued Obligaciones Negociables of Exchange for US$175
million to be given in exchange of the titles of debt of the
Fideicomiso Financiero TGN Cribs Clase I, which main active is
integrated by ONs emitted by the company.

TGN continues operating under uncertain scenario, in which
several factors that could affect the future paying capacity of
the company exist.  During 2005, the company got further on an
agreement over the conditions for the restructuring of its debt
with its main creditors. TGN is planning to present the proposal
for the restructuring of its debt this year, after the exchange
of the CRIBS for the ONs of exchange.  During the first
trimester of the 2006, the company showed a growth of the 19% on
its EBITDA.  This growth was represented as well by a generation
on the operative funds of TGN.  On March 2006, the total debt of
TGN reached US$2.173 billion (US$689.6 million and US$48
million), with an unpaid amount of capital of US$278.4 million
and US$39.8 million as well as interests for US$109.4 million
and US$8.2 million.

Transportadora de Gas del Norte S.A. has the exclusivity for the
transport and operation of the gas pipes in the north and center
regions of Argentina for 35 years (until Dec. 28, 2027) to be
extended for 10 more years.  The society that controls TGN is
Gasinvest SA, with a participation of the 70.04%, Totalfinaelf
(27.2%), Compania General de Combustibles (27.2%), Organización
Techint (27.2%) and Petroliam Nasional Berhad (18.4%).  Also,
CMS Gas Argentina Company has a 29.96% stake in the company.




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


WINN-DIXIE: Reaches Agreement Over Substantive Consolidation
------------------------------------------------------------
D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, reminds the Court that during the past several
months, the Official Committee of Unsecured Creditors has
developed a substantive consolidation compromise that the
Official Committee members unanimously support.

The Debtors have analyzed the appropriateness of consolidation
and have independently assessed the merits and fairness of the
Creditors Committee's proposed compromise.

"In order to avoid protracted litigation over the merits of the
issue, the Debtors intend to file a plan of reorganization and
disclosure statement this month, within their exclusive period,
that will contain the Official Committee's proposed compromise
of substantive consolidation issues," Mr. Baker relates.

The Debtors argue that by moving for substantive consolidation
at this time, independent of any plan of reorganization, the Ad
Hoc Trade Committee seeks to deprive the Debtors of their
exclusive opportunity to file and solicit acceptances of a
consensual reorganization plan.

"Setting the Consolidation Motion for hearing during the
Debtors' exclusive period would compel the parties to engage in
bitter and lengthy litigation over the issue of substantive
consolidation and prevent the Debtors and the Official Committee
from achieving, through a consensual plan of reorganization, the
compromise of this issue that they have been working on for the
past several months," Mr. Baker says.

Moreover, Mr. Baker asserts, permitting litigation over the
merits of substantive consolidation to go forward on a path
parallel to the confirmation of the Debtors' plan would have the
effect of subjecting the estates to a contest over competing
plans wholly violative of the notion of exclusivity.

Specifically, Mr. Baker argues that:

    1. Substantive Consolidation is plan determinative.  A court
       order granting a motion to substantively consolidate the
       Debtors' estates therefore would necessarily dictate
       substantial terms of any reorganization plan.

    2. The Court should not grant the Consolidation Motion
       during the Debtors' Exclusivity Period.  The
       Consolidation Motion undermines the important bankruptcy
       policies of debtor exclusivity and democratic
       reorganization, thus, the Court should abate the
       Consolidation Motion.

    3. The Consolidation Motion is an attempt to circumvent the
       provisions of Section 1121 of the Bankruptcy Code.  The
       Trade Committee may move for consolidation in connection
       with its own reorganization plan only after it takes the
       steps mandated by Congress for ending Debtor exclusivity
       and filing its own reorganization plan.

    4. The Consolidation Motion is not ripe for adjudication.
       The Trade Committee members have not suffered any injury
       or the lack thereof with respect to substantive
       consolidation.  At this point, any injury is mere
       speculation, and there is no harm to be remedied at this
       juncture.

Accordingly, Winn-Dixie Stores, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Middle District of Florida
to deny or abate the Consolidation Motion because it violates
the Debtors' exclusive right to file a plan of reorganization.

                         IRS Objects

The Internal Revenue Service is a creditor of the Debtors and
its claims range from US$82,000,000 to US$84,000,000.

Majority of the IRS claims, approximately US$81,800,000, arise
from Winn-Dixie Stores, Inc.'s consolidated federal income tax
liabilities.  The 23 entities that are included on Winn-Dixie's
consolidated federal income tax return are jointly and severally
liable for those tax liabilities.  Certain Debtors also have
liabilities for federal employment and excise taxes.

Deborah M. Morris, Esq., trial attorney for the Tax Division of
the U.S. Department of Justice, notes that the Trade Committee
seeks to file under seal documentation supporting its motion to
consolidate, including its brief in support of the motion and an
affidavit of M. Freddie Reiss.  The Trade Committee said that
the documentation was obtained from the Debtors pursuant to a
confidentiality agreement.

According to Ms. Morris, the Debtors have indicated that will
allow the disclosure of the supporting documentation, but only
if a party executes a confidentiality agreement.

"The Internal Revenue Service has requested that it be provided
the supporting documentation, without executing a
confidentiality agreement, so that it can determine whether it
opposes the consolidation motion.  Without seeing the documents
supporting the consolidation motion, the IRS cannot make any
such determination.  The parties have failed to provide the
supporting documentation to the IRS, and the IRS has not seen
either the brief in support of the Motion to Consolidate or the
supporting affidavit," Ms. Morris relates.

Ms. Morris points out that Trade Committee's Consolidation
Motion could have a major impact on other creditors of the
Debtors' bankruptcy estates.  "By the Motion to File Under Seal,
the Trade Committee not only seeks to block public access to the
supporting documentation, but also to restrict access by
creditors and other interested parties in [the Debtors']
bankruptcy cases, parties that could be directly impacted by a
substantive consolidation."

Ms. Morris argues that the Consolidation Motion contains no
evidence to support consolidation.  Rather, she says, it only
asserts that consolidation is appropriate, leaving creditors
unable to determine whether their interests will be impaired.

The Trade Committee asserts, Ms. Morris notes, that no one will
be prejudiced by the sealing of the documentation because
creditors can obtain the supporting documentation by signing a
confidentiality agreement.  She points out that Trade Committee
ignores (i) the fact that creditors should not be forced to sign
confidentiality agreements where no need for confidentiality may
exist, and (ii) the public's right of access to court records.

Thus, the United States government asks the Court to deny the
Trade Committee's Motion to File Documents Under Seal.

                Agreement in Principle Reached

The Business Journal of Jacksonville reports that Winn-Dixie
Stores, Inc., the Official Committee of Unsecured Creditors and
the Ad Hoc Trade Committee had agreed, in principle, on how to
consolidate the company's outstanding debts.

However, according to the Business Journal, attorneys
representing Winn-Dixie and the official creditors' committee
declined to discuss how the agreement came about.

Michael Freitag, Winn-Dixie's spokesman, told Reuters that if
Winn-Dixie files its reorganization plan by June 29, a Court
hearing on the plan and disclosure statement will be held on
August 4 to address related matters.  The company expects to
emerge from bankruptcy protection in late October, Reuters
reports citing Mr. Freitag.

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




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


MONTPELIER RE: Declares Terms of Two Forward Equity Transactions
----------------------------------------------------------------
Montpelier Re Holdings Ltd. reported the terms of its two equity
forward sale agreements under which it is entitled to sell
common shares to an affiliate of Credit Suisse Securities (USA)
LLC for proceeds of approximately US$180 million, or US$205
million if the underwriter exercises its over allotment option.
Under the terms of the two forward sale agreements, the company
will sell an aggregate of between 9,796,388 and 15,694,800
common shares; or between 11,132,259 and 17,835,000 common
shares if the underwriter exercises its over allotment option in
full, to the forward counterparty, subject to the company's
right to cash settle or net share settle such agreements.

The forward counterparty is initially selling 6,800,000 common
shares, or 7,720,000 common shares if the underwriter exercises
its over allotment option in full, in a public offering at
US$15.05 per share in order to hedge its position under the
forward sale agreements.  The forward counterparty will sell
8,894,800 additional common shares, or 10,115,000 common shares
if the underwriter exercises its over allotment option in full,
in the future from time to time in connection with the forward
sale agreements.

Each forward sale agreement will be composed of twenty equal
components.  Subject to the Montpelier Re's right to elect cash
or net share settlement with respect to all of or a portion of
all of the components of any forward sale agreement, each
forward sale agreement will be physically settled, by issuance
of the requisite number of the company's common shares, over a
twenty business day period beginning March 8, 2007, in the case
of the first forward sale agreement, and March 6, 2008, in the
case of the second forward sale agreement, with each day in each
such period relating to a single component.  Upon full physical
settlement of any component of a forward sale agreement, the
Montpelier Re will issue to the forward counterparty a number of
common shares equal to:

   (1) if the volume-weighted average price, calculated
       excluding some transactions on the relevant date that
       would not qualify for a regulatory safe harbor relating
       to issuer repurchase transactions, of the Montpelier Re's
       common shares on the valuation date for such component is
       less than or equal to US$11.75, in the case of the first
       forward sale agreement, or US$11.25, in the case of the
       second forward sale agreement (the "forward floor price"
       for that forward sale agreement), the number of shares
       underlying such component;

   (2) if such volume-weighted average price is greater than the
       relevant forward floor price, but less than US$18.465, in
       the case of the first forward sale agreement, or
       US$18.375 in the case of the second forward sale
       agreement (the "forward cap price" for that forward sale
       agreement), the relevant forward floor price, divided by
       that volume-weighted average price, multiplied by the
       number of shares underlying that component; and

   (3) if such volume-weighted average price is greater than or
       equal to the relevant forward cap price,

       (a) in the case of the first forward sale agreement,
           (x) the relevant forward floor price, plus such
           volume-weighted average price, minus the relevant
           forward cap price, divided by (y) such volume-
           weighted average price, multiplied by (z) the number
           of shares underlying such component; and

       (b) in the case of the second forward sale agreement,
           61.2245% of the number of shares underlying such
           component; and, assuming Montpelier Re has not
           previously elected prepayment with respect to such
           component (or have subsequently repaid such
           prepayment), the forward counterparty will pay the
           company an amount of cash equal to the forward floor
           price, multiplied by the number of common shares
           underlying such component.

A prospectus supplement relating to the offering will be filed
with the U.S. Securities and Exchange Commission.  When
available, copies of the prospectus supplement and accompanying
base prospectus relating to the offering may be obtained from:

        Credit Suisse Securities (USA) LLC
        Attn: Prospectus Department
        One Madison Avenue
        New York, NY 10010.

Headquartered in Bermuda, Montpelier Re Holdings Ltd., through
its operating subsidiary Montpelier Reinsurance Ltd., is a
premier provider of global property and casualty reinsurance and
insurance products.  During the year ended December 31, 2005,
Montpelier underwrote US$978.7 million in gross premiums
written.  Shareholders' equity at December 31, 2005, was US$1.1
billion.

                        *    *    *

On Jan. 4, 2006, Moody's Investors Service assigned Ba1 rating
on Montpelier Re Holdings Ltd.'s subordinated shelf and Ba2
rating on preferred shelf.  Moody's said the outlook for the
ratings is stable.




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


PETROLEOS DE VENEZUELA: Exports Diesel to Bolivia by July 1
-----------------------------------------------------------
Petroleos de Venezuela S.A. aka PDVSA will be exporting 70,000
barrels of diesel to Bolivia by July 1, 2006, Agencia Boliviana
de Noticias reports.

The fuel will be exported through Peru's port, Ilo and Chile's
Arica, which reduces transportation cost to about US$8 per
barrel, ABI says.

A spokesperson of Bolivia's hydrocarbons ministry told Business
News Americas that Bolivia will pay for only 75% of the total
cost every three months.  The remaining 25% will be considered
as a loan from PDVSA, which will have an annual 2% interest for
15 years and a two-year grace period.

PDVSA's profit from the deal will be deposited in a trust in the
Bolivian subsidiary of Venezuela's development bank -- BANDES,
BN Americas relates.

This arrangement between Bolivia and PDVSA is part of the
Caracas Energy Cooperation Agreement -- ACEC, which was
established in January to trade up to 200,000 barrels of diesel
per month for Bolivian soy and meat, BN Americas says.

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

                        *    *    *

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

                         *    *    *

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
===========


AMERICA LATINA: Fitch Downgrades Issuer Default Ratings to B+
-------------------------------------------------------------
Fitch downgraded these ratings for America Latina Logistica
S.A.:

   -- Local and foreign currency Issuer Default Ratings to 'B+'
      from 'BB-';

   -- Long-term national rating to 'BBB+(bra)' from 'A-(bra)';
      and

   -- T hird, fourth and fifth debenture issuances to
      'BBB+(bra)' from 'A-(bra)'.

The ratings have also been removed from Rating Watch Negative,
where they were originally placed on May 10, 2006.  The Rating
Outlook for the local and foreign currency IDRs and long-term
national ratings is Stable.

These rating actions are the result of the increased debt to be
assumed by ALL in the proposed BRL1.4 billion acquisition of
Brasil Ferrovias S.A. and its affiliate Novoeste Brasil S.A.

The acquisition has been approved by Brazil's national surface
transportation agency, Agencia Nacional de Transportes
Terrestres, and is expected to be completed by the end of the
month.  Payment will be made using ALL's common and preferred
shares such that the transaction will result in no new debt
issuances at the ALL holding company and operating subsidiary
levels.

However, the acquisition of higher leveraged Brasil Ferrovias
and Novoeste will significantly increase consolidated leverage
and should negatively affect the overall credit quality of ALL.

The transaction is expected to add about BRL3.9 billion of debt
and lease obligations to ALL's consolidated debt level of about
BRL1.7 billion as of Dec. 31, 2005.  The BRL3.9 billion includes
BRL3.0 billion of debt at the acquired companies and its
operating subsidiaries and about BRL 900 million of new debt to
be used for restructuring costs and to improve the acquired
railways' operating efficiency over the medium-term.

ALL's liquidity is supported by about BRL1 billion of cash as of
March 31, 2006.  In 2005, ALL's EBITDAR was BRL457 million while
Brasil Ferrovias' EBITDAR totaled BRL226 million.  As a result
of the acquisition, ALL's consolidated adjusted total
debt/operating EBITDAR ratio of 3.8x at December 2005 is
expected to surpass 6.0x in 2006, which is weak for the rating
category.

Fitch's 'B+' IDR rating reflects an expectation that ALL's
consolidated operating earnings will increase as a result of
investing approximately BRL650 million over the next three years
in Brasil Ferrovias' rolling stock and implementing an
aggressive cost cutting program at the company, in addition to
capturing other cost saving synergies.  ALL's ratings
incorporate Fitch's expectation that the company will increase
its combined EBITDAR generation over the next 24 to 36 months
from about BRL700 million to more than BRL1.0 billion and the
ratio of total debt to operating EBITDAR will decrease to below
5.0x from about 6.8x currently on a pro forma basis.

Positively, the acquisition of Brasil Ferrovias and Novoeste
holds the potential to enhance ALL's market position over the
medium- to long-term.  The acquired railroads also transport
agricultural products in the Central Western and South Eastern
regions of Brazil.  In addition to the ports of Rio Grande, Sao
Francisco do Sul and Paranagua that ALL already serves, the
operations of Ferrovias Bandeirantes S.A., a subsidiary of
Brasil Ferrovias, will provide access to the Port of Santos,
Brazil's largest port for exports.

ALL is a holding company that directly controls ALL Brasil and
ALL Intermodal, based in Brazil, and indirectly controls ALL -
America Latina Logistica Central S.A. and ALL - America Latina
Logistica Mesopotamica S.A., in Argentina.  ALL's network of
approximately 16,400 kilometers of railway lines is used to
transport mainly soybeans and other agricultural and industrial
products in the south of Brazil, in the State of Sao Paulo and
in the central and northeastern regions of Argentina.  The
group's railways provide key transportation links with the
region's main ports.

Brasil Ferrovias is a holding company that owns the Ferrovias
Norte Brasil S.A. and Ferroban railroads.  Novoeste is an
affiliated holding company that owns the Ferrovia Novoeste S.A.
railway.

Ferronorte operates a network of 506 kilometers that connects
the cities of Alto Araguaia (Mato Grosso) and Santa Fe do Sul
(Sao Paulo), providing access to Brazil's principal agricultural
region in the state of Mato Grosso.  With 1,961 kilometers of
rail lines, Ferroban connects the Port of Santos (Sao Paulo) to
the cities of Santa Fe do Sul, Panorama and Colombia all in the
state of Sao Paulo and provides transportation within the states
of Mato Grosso, Mato Grosso do Sul, and Sao Paulo.  Ferrovia
Novoeste operates in the states of Mato Grosso do Sul and Sao
Paulo with 1,621 kilometers of railway lines.


PETROLEO BRASILEIRO: Continues Swapping Pact with PDVSA
-------------------------------------------------------
Petroleos de Venezuela's marketing and supply executive officer
Asdrubal Chavez said that swapping of diesel and fuel oil
between the firm and Brazil's state own Petroleo Brasileiro SA
continues, El Universal reports.

Under a swapping agreement, Petroleo Brasileiro serves as a
conduit between Argentine's Cammesa and PDVSA, El Universal
relates.  How PDVSA and Petroleo Brasileiro settle their
accounts is not made known to the public.

Before the swapping agreement was made known, speculations
emerged on the fuel and diesel's origins.  El Universal says
that the first shipments to Cammesa did not meet minimum
requirements causing some complaints to bubble.

                 About Petroleos de Venezuela

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

                  About Petroleo Brasileiro

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+


PETROLEO BRASILEIRO: Pres. Lula Refuses to Nationalize Company
--------------------------------------------------------------
Brazil's Pres. Luiz Inacio Lula da Silva doesn't agree with
Parana state governor Roberto Requiao's proposal to reacquire
all of Petroleo Brasileiro S.A. aka Petrobras' American
Depositary Receipts presently traded on Wall Street and to
renationalize the company, Dow Jones Newswires reports.

Mr. Requiao made the suggestion at a ceremony to present tests
for a new bio-fuel at a Petrobras refinery near Parana, Dow
Jones says.

"Obviously, the government does not have that priority (to
totally nationalize Petrobras)," Pres. Lula told journalists
after the ceremony.  "Petrobras is growing every day.  We
produce a lot in Brazil, and that's what we're interested in
right now."

Pres. Lula told Dow Jones that Petrobras' main concern is to
find more oil and gas, and that now is not the time to discuss a
new model of ownership.

Pres. Lula will not allow Petrobras to follow other Latin
American countries that seek to nationalize their oil and gas
industry and impose higher tax and royalty payments on oil and
gas production, Dow Jones says.

The major holders of Petrobras' shares are the Brazilian
government and Brazil's development bank, BNDES, with almost 60%
of the total shares.  Meanwhile, foreign investors hold about
30% of the shares in the form of ADRs.  Brazilian and other
foreign investors hold the remaining 10% in the form of shares
traded in Brazil, Dow Jones says.

                  About Petroleo Brasileiro

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+


PETROLEO BRASILEIRO: To Transfer Operations to YPFB on July 1
-------------------------------------------------------------
Petrobras Bolivia, the subsidiary of Petroleo Brasileiro S.A.
aka Petrobras in Bolivia, will hand over to state-owned energy
company Yacimientos Petroliferos Fiscales Bolivianos --YPFB, its
operations in the country on July 1, 2006, in compliance with
Pres. Morales' nationalization decree on May 1, 2006.

Upon the transfer of distribution, Petrobras will stop fuel
wholesale operations, marking the first major operation of YPFB,
Prensa Latin says.

According to Business News Americas, YPFB will take over the
refining and downstream operations of Petrobras, which started
in 2001 through a concession with the Bolivian government.
Petrobras also operates 90 fuel retail outlets in the state,
which the company did not indicate to be part of the transfer.

As previously reported, Petrobras demanded compensation from the
Bolivian government once it were to take over the company's oil
and gas production assets.  No word is given whether this demand
has been met.

                  About Petroleo Brasileiro

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


UNIAO DE BANCOS: Inks US$47-Mil. Outsourcing Pact With Unisys
-------------------------------------------------------------
Uniao de Bancos Brasileiros S.A. aka Unibanco has signed a five-
year contract with Unisys' local unit for US$47 million for the
latter to provide outsourcing and support services to Unibanco's
retail banking technology infrastructure that includes 7,576
ATMs in 1,150 branches, Business News Americas reports.

"This is the largest contract signed with a private sector firm
in Brazil," Unisys' Vice-President for Latin America Deborah
Guerra was quoted by Valor Economico.

According to Valor, the deal prompted Unisys to hire 100 new
workers.

Unibanco and Unisys has already formed an outsourcing
partnership in 2003, and with the new signed deal, the latter
has become the bank's exclusive infrastructure service provider,
BN Americas relates.

                         About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation --
http://www.unisys.com/-- is a worldwide provider of IT services
and technology hardware.  The company generated US$5.8 billion
of revenue in 2004.

At Sept. 30, 2005, Unisys' balance sheet showed a $141 million
stockholders' deficit compared to a US$1.5 billion of positive
equity at Dec. 31, 2004.

                        *    *    *

As reported in the Troubled Company Reporter on March 3, 2006,
Standard & Poor's Ratings Services raised its foreign currency
counterparty credit rating on Unibanco -- Uniao de Bancos
Brasileiros, S.A. -- to 'BB/Stable/B' from 'BB-/Positive/B'.
The company's local currency counterparty credit rating
remains at 'BB/Stable/B'.

                        *     *    *

Fitch Ratings affirmed these ratings of Unibanco:

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

   -- Local currency long-term IDR: 'BB', with a Positive
      Outlook;

   -- Short-term foreign and local currency rating: 'B';

   -- Individual rating: 'C';

   -- Support rating affirmed at '4';

   -- Long-term National rating: 'AA-(bra)', with a Stable
      Outlook; and

   -- Short-term National rating affirmed at 'F1+(bra)'.


VARIG S.A.: Aircraft Trustees Want Contingency Plan Implemented
---------------------------------------------------------------
Acting on behalf of U.S Bank National Association, Wells Fargo
Bank Northwest, N.A., and Wells Fargo Bank National Association,
as aircraft trustees, Ann Acker, Esq., at Chapman and Cutler
LLP, remind the U.S. Bankruptcy Court for the Southern District
of New York that Eduardo Zerwes, the Foreign Representative of
VARIG S.A. and its affiliates, promised that if a bid on VARIG
S.A.'s assets is not accepted by the Brazilian Court on June 14,
2006, VARIG will implement the contingency return plan by
grounding its fleet on June 15.  Within 24 hours, VARIG will
have all planes grounded at one of the VEM engineering
facilities in Brazil.

Ms. Acker notes that June 14 has come and gone without any
approval or acceptance of the NVP bid, and VARIG has not
grounded its fleet or implemented the Contingency Plan as
promised to the U.S. Court and the aircraft lessors.  The
maintenance issues and lease defaults remain uncured, U.S.
Bank's aircraft remain grounded and partially disassembled, and
the prospect for further groundings because of the lack of
resources to fund repairs increases, Ms. Acker adds.

For months, VARIG has promised to properly maintain aircraft,
address maintenance issues and become current on postpetition
payments.  However, other than sporadic payments that coincided
with VARIG's efforts in Brazil to have its recovery plan
approved, payments have been non-existent, Ms. Acker says.

The time has come for the U.S. Court to order VARIG and the
Foreign Representatives to implement the Contingency Plan, Ms.
Acker contends.

The U.S. Court has the jurisdiction and the power to order
implementation of the Contingency Plan, Ms. Acker points out,
citing In re Laitasalo, 196 B.R. 913 (Bankr. S.D.N.Y. 1996), and
In re Board of Directors of Hopewell Int'l Ins. Ltd. (In re
Hopewell), 272 B.R. 396 (Bankr. S.D.N.Y. 2002).

The court in Laitasalo, with reference to the statements made by
foreign representatives in a bankruptcy proceeding, held that
"[t]his Court has an extraordinary critical interest in assuring
the representations made before it are honored."  The court said
that "Congress intended that debtors in foreign proceedings be
bound by bilateral orders entered [in the United States] on
their consent and orders flowing from those agreements."

Accordingly, the Laitasalo court entered an injunction against
the foreign debtors, enjoining the debtors' alter ego from
prosecuting a parallel action in Helsinki, Finland, and
compelling them to keep the foreign representative's promise
that debtors would arbitrate in the United States.

In Hopewell, the court found that it had the jurisdiction and
power to sanction the foreign representatives or debtors for
failure to comply with its orders, but found that it was
unnecessary to do so, because vacatur of the relief granted
under Section 304 of the Bankruptcy Code would provide
sufficient relief to the creditor.

The Hopewell court said that "Once [debtor] brought an ancillary
proceeding in the courts of this country to enforce the
[foreign] Injunction, and obtained an order of enforcement on
condition that any entity could move to modify or amend that
order, it lost the right to return to [the foreign courts] and
obtain an injunction enforceable in this country that would
forbid an entity from making just such a motion."

Ms. Acker also contends that by seeking relief in the U.S. Court
under Section 304 of the Bankruptcy Code by the Foreign
Representative, VARIG has submitted itself to the U.S. Court's
equitable jurisdiction.

               Creditors Aren't Protected in Brazil

The Brazilian Court has ratified the Contingency Plan, upon
recommendation of the Attorney General for the State of Rio de
Janeiro, who found that the plan complied with applicable
governing law.

Ms. Acker informs Judge Drain that the Brazilian Court has not
provided the important protections for aircraft financiers that
they would receive under the U.S. Bankruptcy Code, in either
Section 1110 rights or adequate protection.  There have been no
payments on account of declining aircraft values or lack of
maintenance, and no preserving or earmarking of funds to
preserve the collateral.

In addition, Ms. Acker says, creditors of VARIG were not
permitted to vote against the plan of reorganization, as they
would be under U.S. law.  Instead, they were required to vote
for one plan or the other.

Ms. Acker says a "no" vote was merely counted as an abstention.
On that basis, it somewhat disingenuously was represented to the
U.S. Court that the vote was unanimous.

"It is beyond doubt that were the VARIG bankruptcy conducted
[before the U.S. Court], the rights of aircraft lessors would
not be treated in this fashion," Ms. Acker tells Judge Drain.

U.S. Bank is in the process of attempting to ask the Brazilian
Court for relief, but based on the experience of other lessors,
U.S. Bank doesn't expect it will succeed, Ms. Acker relates.

U.S. Bank and Wells Fargo ask Judge Drain to vacate the
injunction and immediately order the implementation of the
Contingency Plan with respect to all the Aircraft for orderly
return of the Aircraft of the Trustees.

The Trustees ask the U.S. Court to direct VARIG to:

   -- return the Aircraft with all parts and collateral engines
      installed in accordance with the return conditions in the
      Leases;

   -- deliver all documents relating to the use, maintenance and
      operation of the Aircraft;

   -- deregister the Aircraft from the Brazilian Register of
      Civil Aviation;

   -- procure final customs clearance allowing the Aircraft to
      be exported from Brazil with export certificates of
      airworthiness for the United States or other country as
      the Trustees may indicate; and

   -- totally cooperate with respect to remarketing or sale of
      the Aircraft, especially given the current condition of
      the Aircraft.

         Contingency Plan Implementation Should be Denied

Rick B. Antonoff, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
on behalf the Foreign Representative of the Debtors, asserted
that another brief extension of the Preliminary Injunction was
necessary to allow the sale of the Debtors assets to NV
Participacoes to proceed.  Mr. Antonoff related that the Foreign
Debtors commenced the grounding of all aircraft notwithstanding
the Brazilian Court's approval of the NVP sale.

Under the terms of the sale, the Brazilian Court gave NVP until
June 23 to make a US$75 million deposit to VARIG.  NVP failed to
make this deposit and Judge Luiz Roberto Ayoub subsequently
called off the sale to NVP.

Mr. Antonoff also asserted that the objecting lessors' request
for the U.S. Court to direct the implementation of the
Contingency Return Plan should be denied.

Mr. Antonoff reminds Judge Drain that the objecting lessors are
not the only parties with a stake in the outcome of the Foreign
Proceedings.  The effective liquidation of the Foreign Debtors
through implementation of the Contingency Return Plan will have
serious implications to Brazil's national economy.  VARIG is
Brazil's largest airline and employs in excess of 10,000 people,
many whom work in the United States.

With respect to U.S. Bank's request, Mr. Antonoff contends that
if, and when, it is appropriate for the U.S. Court to direct a
non-going concern liquidation of the Foreign Debtors by means of
implementation of the Contingency Return Plan, the Plan must be
implemented in the form approved by the U.S. Court, the
Brazilian Court and the Judicial Administrator appointed in the
Foreign Proceedings.

                        About VARIG

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

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

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


* BRAZIL: Will Discuss Trade with Paraguay
------------------------------------------
Celso Amorim, the Brazilian foreign minister, will meet with
Paraguay's President Nicanor Duarte to discuss trade, as well as
migratory issues, according to local press.

Minister Amorim is very interested in discussing with President
Duarte several economic projects related to MERCOSUR, ABC Color
relates.

President Duarte and Minister Amorim will address the increase
of piracy and smuggling in bordering Ciudad del Este, which led
to conflict between customs authorities from Paraguay and
Brazil, Prensa Latina states.

                        *    *    *

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




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


AC CP: Final Shareholders Meeting Is Scheduled for August 7
-----------------------------------------------------------
AC CP 04-1 Funding Company's shareholders will gather for a
meeting on Aug. 7, 2006, at:

       Caledonian House
       69 Dr. Roy's Drive, George Town
       Grand Cayman, Cayman Islands

The liquidator will give an account and explanation on the wind
up process during the meeting.

The liquidators can be reached at:

       Bernard McGrath
       Caledonian Bank & Trust Limited
       Caledonian House, P.O. Box 1043, George Town
       Grand Cayman, Cayman Islands


AI SECURITY: Liquidator Presents Wind Up Accounts on August 7
-------------------------------------------------------------
AI Security Company's shareholders will convene for a final
meeting on Aug. 7, 2006, at:

       Caledonian House
       69 Dr. Roy's Drive, George Town
       Grand Cayman, Cayman Islands

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

The liquidator can be reached at:

       Ali Mudeen
       Caledonian Bank & Trust Limited
       Caledonian House, P.O. Box 1043, George Town
       Grand Cayman, Cayman Islands


INFOR GLOBAL: Moody's Assigns B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned first-time ratings for Infor
Global Solutions Holdings Ltd., a Cayman Islands based holding
company that through its subsidiaries provides financial and
enterprise resource planning applications software.  Golden Gate
Capital, Summit Partners and company management privately holds
the company.

These first time ratings have been assigned:

   -- Corporate Family Rating: B3;

   -- Proposed US$150 million first lien revolving credit
      facility, due 2012: B2;

   -- Proposed US$2.0 billion first lien term loan, due 2012:
      B2; and

   -- Proposed US$1.675 billion senior subordinated notes,
      due 2013: Caa2.

The ratings outlook is stable.

The ratings are subject to the closing of the proposed business
combinations and Moody's review of final documentation.

The B3 corporate family rating reflects, pro forma for the
intended combinations and financing transactions, Infor Global's
significantly high financial leverage and modest interest
coverage, which are exacerbated by the risks of integration
execution from an aggressive pacquisition strategy, as well as
the prospects of increasing competition from larger players in
the market.  The company's aggressive acquisitive growth
strategy, which in Moody's opinion is likely to continue, is
also incorporated into the rating.  These issues overshadow the
company's leading market position as a provider of mid-market
ERP software, favorable revenue renewal rates in excess of 90%,
low single digit organic revenue growth, good liquidity, and the
strong operating margins of the component operating
subsidiaries.

The use of proceeds from the US$3.675 billion of first lien term
loans and senior subordinated notes consists of:

   -- US$413 million to purchase Systems Union,
   -- US$1.5 billion to purchase SSA Global Technologies, and
   -- the remaining amount to repay the existing debt at:

         -- Systems Union,
         -- Extensity,
         -- SSA Global, and
         -- Infor,

      as well as for restructuring costs, fees, and expenses.

The ratings for Infor Global Solutions Topco Ltd., SSA Global
Technologies, Inc., and Extensity S.A.R.L. will be withdrawn
subsequent to the repayment of rated debt at those entities.

Infor Global Solutions Holdings Ltd., headquartered in
Alpharetta, Georgia and a Cayman Islands exempted company, is a
global provider of financial and enterprise applications
software.


INTREPID: Sets Sept. 27 Deadline for Proofs of Claim Filing
-----------------------------------------------------------
Intrepid's creditors are required to submit proofs of claim by
Sept. 27, 2006, to the company's liquidator:

       Nautikos Corp.
       Omar Hodge Building
       Wickhams's Cay, Road Town
       Tortola, British Virgin Islands

Creditors who are not able to comply with the Sept. 27 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Intrepid's shareholders agreed on May 25, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.

Parties-in-interest may contact:

       Nautikos Corp.
       c/o Woodward Terry & Company
       Suite #10, 2nd Floor, Jack & Jill Building
       19 Fort Street, P.O. Box 822, George Town
       Grand Cayman, Cayman Islands
       Tel: (345) 945-2800
       Fax: (345) 945-2727


KARDIO COMPANY: Holds Final Shareholders Meeting on August 7
------------------------------------------------------------
Kardio Company's shareholders will gather for a final meeting on
Aug. 7, 2006, at:

       Caledonian House
       69 Dr. Roy's Drive, George Town
       Grand Cayman, Cayman Islands

The liquidator will give an account and explanation on Kardio
Company's wind up process during the meeting.

The liquidators can be reached at:

       Bernard McGrath
       Caledonian Bank & Trust Limited
       Caledonian House, P.O. Box 1043, George Town
       Grand Cayman, Cayman Islands


ROCKSTONE ADVISORS: Proofs of Claim Filing Ends on August 29
------------------------------------------------------------
Rockstone Advisors Ltd.'s creditors are required to submit
proofs of claim by Aug. 29, 2006, to the company's liquidator:

       Paolo Giacomelli
       P.O. Box 30622 S.M.B.
       Grand Cayman, Cayman Islands
       Tel: (345) 945-8859
       Fax: (345) 949-9793/4

Creditors who are not able to comply with the Aug. 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.

Rockstone Advisors' shareholders agreed on May 29, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


SPHINX MANAGED: Cayman Grand Court Set to Hear Petition Today
-------------------------------------------------------------
The Grand Court of the Cayman Islands set 10:00 a.m., on
June 27, 2006, to hear the petition for the winding up of Sphinx
Managed Futures Fund, SPC.  Sphinx Managed Futures Index Fund LP
presented the petition to the Grand Court on June 5, 2006.

Interested parties may contact:

       Solomon Harris
       Attorneys for Sphinx Managed Future Index Fund LP
       2nd Floor, FirstCarribean House
       Main Street
       P.O. Box 1990 GT
       Grand Cayman, Cayman Islands
       Tel: (345) 949-0488
       Fax: (345) 949-0364
       http://www.solomonharris.com




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


ENDESA CHILE: Ending Feasibility Studies on Condores in August
--------------------------------------------------------------
Anibal Bascunan, Endesa Chile's project manager, said the
company's terminating its feasibility studies on the Los
Condores Hydro project in August.  Mr. Bascunan disclosed the
information during the Elecgas conference, Business News
Americas reports.

The Los Condores project, located in Chile's Region VII,
requires a US$290-million investment.  The project has a power
capacity of 100 megawatts.  According to Mr. Bascunan, Endesa
Chile is weighing its options to build either a 100-MW dam or
three run-of-the-river pants with capacities of 10 MW, 21 MW and
59 MW.  The latter option could supply energy to the central
grid or SIC in 2011, BN Americas says.

According to BN Americas, Endesa Chile is also studying its two
projects in the Region X -- the US$385-million, 403-MW Neltume
project that would begin construction in 2008 and is expected to
start operating in 2014, and the US$182-million Choshuenco
project with a capacity of 134 MW.

Meanwhile, studies on Endesa Chile's US$2-billion Aysen Project
in Region XI with a capacity of 2,400 MW is expected to be
concluded by June 2008, the projected time to initiate its
construction tender, BN Americas says.

Moreover, construction of the first of the four plants of the
Aysen project, the 680-MW Baker I plant, is projected to begin
on December 2007, BN Americas adds.

The Aysen project, which would reduce SIC's seasonal variation
to 9% from 23%, will use about 30% of the 8,040 MW that Endesa
Chile holds in the country's water rights, Mr. Bascunan told BN
Americas.

BN Americas reports that Endesa Chile controls a 51% stake in
Aysen while Colbun, Chile's local generator, holds the remaining
49%.

Colbun's planning director Eduardo Caderon said at the
conference that his company will take 1,000 MW from the project.

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

                        *    *    *

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




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


BANCAFE: 99.9% Stake Will be Auctioned by Fogafin on October 2
--------------------------------------------------------------
The Colombian government posted on its Web site that Fogafin,
the deposit insurance fund in Colombia, will auction 99.9% of
Bancafe's stake on Oct. 2.

According to Business News Americas, the government had
disclosed in May the auction of Bancafe's stake in a public
offering.

BNamericas states that Bancafe's privatization will be in two
phases:

     -- Fogafin will first launch on July 15 the sale process
        for the bank's workers, cooperatives, and pension funds
        for a minimum price of COP1.090 trillion, as stated in
        the law.

     -- The bank will then be offered to private firms and
        investors for a minimum price of COP1.1 trillion.

Local press says that Davivienda, Grupo Santander as well as
other US, Canadian, English and Spanish banks have shown
interest in the bidding process.

Bancafe was formed by the merging of Bancafe assets and part of
Granahorrar, a local mortgage bank, in March 2005.  To save them
from bankruptcy when the country was hit by financial crisis in
the late 90s, the government had taken control of the banks.


ECOPETROL: Fitch Revises BB Issuer Rating Outlook to Positive
-------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook of the long-term
foreign currency issuer default rating of Ecopetrol S.A. to
Positive from Stable.  This rating action follows the recent
revision in the Rating Outlook to Positive from Stable of the
'BB' foreign currency IDR of the Republic of Colombia.
Ecopetrol's IDR remain strongly linked with the credit profile
of the Republic of Colombia.

The Outlook revision of the Republic of Colombia is based
primarily on improvements in key public and external solvency
indicators over the past two years and the expectation that
recent trends will improve going forward, albeit more slowly.

The ratings of Ecopetrol are supported by:

   -- a strong financial profile,
   -- sizable reserves,
   -- stable production levels and
   -- a dominant domestic market share.

The ratings also reflect Ecopetrol's vulnerability to:

   -- fluctuations in international commodity prices,

   -- declining reserves and

   -- tightening environmental regulations requiring material
      investment in downstream operations.

Fluctuations in energy prices are generally mitigated by the
company's hedging policy, which is employed to guarantee minimum
required payments to the government.  Ecopetrol's ratings are
strongly linked with the credit profile of the Republic of
Colombia (local and foreign currency ratings of 'BBB-' and 'BB',
respectively), the company's ultimate shareholder.  This
connection is based on the company's nature as a state-owned
entity and the government's ability to potentially restrict the
company's financial flexibility, the importance of the company
to public-sector revenues and by the government's restrictions
on Ecopetrol's budget.

Ecopetrol is an integrated-oil company that is wholly owned by
the Colombian government.  The concern's activities include
exploration for and production of crude oil and natural gas, as
well as refining, transportation, and marketing of crude oil,
natural gas and refined products.  Ecopetrol is Latin America's
fourth-largest integrated-oil concern.  Operations are organized
into Exploration & Production, Refining & Marketing,
Transportation, and International Commerce & Gas.




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


* COSTA RICA: Finalizes Oil Deal with Venezuela
-----------------------------------------------
Costa Rica's President Oscar Arias met on June 23 with Ali
Rodriguez, the Foreign Minister of Venezuela, to finalize a deal
that will lower the price of oil Venezuela sells to Costa Rica,
Reuters reports.

According to Reuters, discussions during the meeting also
include the possibility of Costa Rica receiving a credit line
for development projects.

Reuters did not say how much will Venezuela sell its oil to
Costa Rica.

                        *    *    *

Costa Rica is rated by Moody's:

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

Fitch assigned these ratings to Costa Rica:

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

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

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


* COSTA RICA: Proposes to Sell Government Bonds to Bandes
---------------------------------------------------------
Costa Rica has proposed to sell government bonds to Banco de
Desarrollo Economico y Social de Venezuela aka Bandes --
Venezuela's state development bank -- to fund infrastructure,
education and security, Reuters reports.

Costa Rica's President Oscar Arias met on Friday with Ali
Rodriguez, the foreign minister of Venezuela to discuss the
proposal, Reuters states, citing Bruno Stagno -- Costa Rica's
Foreign Minister.

"This would give more fiscal space to the Finance Ministry.
Costa Rica's proposal in terms of amounts, time frames and
interest rates will be forwarded soon for Venezuelan authorities
to study," Minister Stagno told Reuters.

                        *    *    *

Costa Rica is rated by Moody's:

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

Fitch assigned these ratings to Costa Rica:

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

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

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




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


FALCONBRIDGE LTD: Merges with Inco Limited & Phelps Dodge Corp.
---------------------------------------------------------------
Phelps Dodge Corporation, Inco Limited and Falconbridge Limited
agreed to combine in a US$56 billion transaction to create a
North American-based mining company that is one of the world's
largest.  The new company will be named Phelps Dodge Inco
Corporation.

Phelps Dodge Inco will be the world's leading nickel producer,
the world's largest publicly traded copper producer and a
leading producer of molybdenum and cobalt, and it will have a
world-class portfolio of growth projects and exciting
exploration opportunities.  For the quarter ended March 31,
2006, the three companies had combined revenues of US$6.3
billion and EBITDA of
US$1.9 billion.

The corporate office and the new company's copper division will
be headquartered in Phoenix.  Inco Nickel, the new company's
nickel division, will be headquartered in Toronto.

The Phelps Dodge board of directors also reported, as part of
the transaction, a share repurchase program of up to US$5
billion to be commenced after closing.

Phelps Dodge Inco will have operations in more than 40 countries
and will employ approximately 40,000 people globally.  Phelps
Dodge Inco will be listed on the New York Stock Exchange and
will apply for a listing on the Toronto Stock Exchange.  As a
result of the three-way combination, Phelps Dodge Inco will have
a significantly increased weighting in the S&P 500 Index.

"This transaction represents a unique opportunity in a rapidly
consolidating industry to create a global leader based in North
America-home of the world's deepest and most liquid capital
markets," J. Steven Whisler, chairman and chief executive
officer of Phelps Dodge Corporation, said.  "The combined
company has one of the industry's most exciting portfolios of
development projects, and the scale and management expertise to
pursue their development successfully.  The creation of this new
company gives us the scale and diversification to manage
cyclicality, stabilize earnings and increase shareholder
returns.  At the same time, we are committed to maintaining an
investment-grade credit rating throughout the business cycle."

"This combination allows Inco's shareholders, in addition to
receiving a substantial premium for their stock, to share in the
significant synergies both from our agreed merger with
Falconbridge and from the combination with Phelps Dodge, and it
creates an opportunity for all three groups of shareholders to
participate in an exciting, new, diversified industry leader,"
Scott M. Hand, chairman and chief executive officer of Inco,
said.  "We believe the Phelps Dodge transaction delivers an
excellent value proposition for our shareholders.  The new
Phelps Dodge Inco also will maintain a very strong commitment to
and presence in Canada."

"This is an industry-redefining transaction," Derek Pannell,
chief executive officer of Falconbridge, said.  "Phelps Dodge
Inco will have the scale, diversification, market leadership,
reserve position, growth profile and balance sheet necessary to
create tremendous value for shareholders.  It represents a
significant premium to Falconbridge shareholders, with ongoing
participation in the upside of the three-way combination.  We
believe this transaction represents a most compelling
opportunity for all Falconbridge shareholders."

                    Terms of the Transaction

Under the terms of the transaction, Phelps Dodge will acquire
all of the outstanding common shares of Inco for a combination
of cash and common shares of Phelps Dodge having a value of
CDN$80.13 per Inco share, based upon the closing price of Phelps
Dodge stock and the closing US/Canadian dollar exchange rate on
Friday, June 23, 2006.  Each shareholder of Inco would receive
0.672 shares of Phelps Dodge stock plus CDN$17.50 per share in
cash for each share of Inco stock.  This represents a premium of
23% to Inco's market price as of close of trading on June 23 and
a 19% premium to the value of the existing Teck Cominco Limited
unsolicited offer for Inco.

Simultaneous with its entry into the combination agreement with
Phelps Dodge, Inco has entered into an agreement with
Falconbridge to increase its previously recommended offer for
Falconbridge.  Under the terms of this enhanced offer, Inco has
increased the cash component of the offer from CDN$12.50 to
CDN$17.50 and the exchange ratio from 0.524 shares of Inco for
each share of Falconbridge to 0.55676 shares of Inco for each
share of Falconbridge.  The board of Falconbridge has
unanimously agreed to recommend this revised offer and also
approved an amendment of the Support Agreement with Inco to
reflect the revised price.

Based upon the value of the consideration offered by Phelps
Dodge for Inco of CDN$80.13 per share, the implied value of the
revised agreed offer for Falconbridge including the increased
cash component is CDN$62.11 per share, representing a 12%
premium to Falconbridge's closing price on June 23, and an 18%
premium to the existing Xstrata plc unsolicited offer for
Falconbridge.

At Phelps Dodge's June 23 closing price of US$82.95, the total
enterprise value of the acquisition by Phelps Dodge of the
combined Inco and Falconbridge is approximately US$40 billion.

The acquisition of Falconbridge by Inco is subject to regulatory
approvals and other customary closing conditions, and Inco's
tender offer is expected to close in July.  Inco anticipates
conducting a second-stage transaction to acquire the remaining
Falconbridge shares, which is expected to close in August.  Upon
the closing of the Phelps Dodge-Inco combination, shareholders
of Falconbridge who have been issued Inco common shares in the
Inco-Falconbridge transaction will be entitled to receive for
those shares the same package of cash and Phelps Dodge shares as
will other Inco shareholders.

Phelps Dodge strongly supports Inco's agreed offer for
Falconbridge and has entered into a definitive agreement under
which it will purchase up to US$3 billion of convertible
subordinated notes issued by Inco to provide Inco with
substantial additional liquidity at the time of its purchase of
Falconbridge common shares and to satisfy related dissent
rights, as needed.  The convertible subordinated notes will only
be funded in the event the Inco/Falconbridge combination is
consummated.  The instrument will be redeemable for cash at any
time by Inco after the merger with Falconbridge and may be
converted at any time beginning six months after issuance by
Phelps Dodge at a conversion rate equal to 95% of the market
value of Inco's common shares plus accrued interest of the
security at the time of conversion.  The instrument will bear an
8% PIK coupon.  The issuance of the convertible subordinated
notes will be subject to regulatory approval.

Phelps Dodge intends to complete its share repurchase program
within the 12 months after closing of the Inco transaction in an
amount equal to US$5 billion, less the amount of any convertible
subordinated notes purchased by Phelps Dodge.

The transaction between Phelps Dodge and Inco is not conditioned
upon the completion of the Inco and Falconbridge combination.
Thus, in the event the Inco-Falconbridge merger is not
completed, Inco shareholders will receive the same 0.672 shares
of Phelps Dodge and CDN$17.50 per share in cash that they would
have received in the proposed three-way combination.  Should
Inco not complete the Falconbridge transaction, the Phelps Dodge
board of directors intends to execute the full US$5 billion
share repurchase program within 12 months of closing a
transaction with Inco.

Inco has agreed to pay a break-up fee to Phelps Dodge under
certain circumstances of US$475 million on a stand-alone basis
and US$925 million in conjunction with its combination with
Falconbridge.  Inco has also given Phelps Dodge certain other
customary rights, including a right to match competing offers.
Phelps Dodge has agreed to pay Inco a US$500 million break-up
fee under certain circumstances.

Phelps Dodge has received financing commitments from Citigroup
and HSBC that may be drawn upon to fund the contemplated
transactions and the up to US$5 billion share repurchase
program.

Inco has received additional financing commitments from Morgan
Stanley, Goldman, Sachs & Co., Royal Bank of Canada, and Bank of
Nova Scotia in support of the increased cash component of its
revised agreed offer for Falconbridge.

After completion of the transaction, current Phelps Dodge
shareholders would own approximately 40% of Phelps Dodge Inco,
current Inco shareholders would own approximately 31%, and
current Falconbridge holders would own approximately 29%.  The
transaction, which is subject to Phelps Dodge and Inco
shareholder approval, regulatory approvals and customary closing
conditions, is expected to close in September 2006.

                       Expected Synergies

The combination of Phelps Dodge, Inco and Falconbridge is
expected to result in total annual synergies of approximately
US$900 million by 2008.  This includes US$550 million in total
expected annual synergies from the combination of Inco and
Falconbridge.

The net present value of total synergies, at a 7% discount rate,
is approximately US$5.8 billion after-tax.

The combination brings together three companies with unique,
complementary skill sets.  The synergies previously identified
by Inco and Falconbridge will be generated in part by joint
operation of facilities in the Sudbury Basin, where there are
contiguous, interwoven mines and processing facilities.
Consolidation of the district allows feed flow changes that
result in production increases and cost reductions.  Also,
consolidation of management allows for the sharing of best
practices.

The inclusion of Phelps Dodge enhances these synergies.  Its
three-year-old North American One Mine processes are an
excellent blueprint for the consolidation of the Sudbury
district.  In addition, Phelps Dodge brings a focus on
technology that can be applied to improve process recoveries and
throughput in Sudbury and elsewhere.  Also, the larger company
will realize savings in procurement and supply-chain management
because of its much larger size.

Based on these synergies, the combination is expected to be
immediately accretive to cash flow and accretive to earnings per
share in 2008, excluding integration and transaction costs.

The new, larger company will benefit from a strengthened
financial position to take advantage of future growth
opportunities.  This increased financial strength, coupled with
its combined assets and expertise, will enable it to pursue
current and future development projects more effectively.

            Management Team and Board of Directors

J. Steven Whisler, chairman and chief executive officer of
Phelps Dodge, will be chairman and chief executive officer of
the new company.  Scott M. Hand, chairman and chief executive
officer of Inco, will become vice chairman of Phelps Dodge Inco.
Derek Pannell, chief executive officer of Falconbridge, will
become president: Inco Nickel and will head the new company's
nickel, zinc and aluminum operations.  Timothy R. Snider,
president and chief operating officer of Phelps Dodge, will hold
the same position in the new company.  Ramiro G. Peru, executive
vice president and chief financial officer of Phelps Dodge, will
be the chief financial officer of the new company.  Mr. Whisler,
Mr. Snider and Mr. Peru will be based in Phoenix.  Mr. Hand and
Mr. Pannell will be based in Toronto.

The board of directors of the new company will be composed of 15
members, 11 from the board of Phelps Dodge and four from the
boards of Inco and Falconbridge.

                     Advisors and Counsel

Phelps Dodge is being advised by Citigroup Corporate and
Investment Banking and by HSBC Securities.  Phelps Dodge's
counsel are Debevoise & Plimpton LLP and Heenan Blaikie LLP.
Inco is being advised by Morgan Stanley, RBC Capital Markets and
Goldman Sachs.  Inco's counsel are Sullivan & Cromwell and Osler
Hoskin & Hartcourt LLP.  Falconbridge is being advised by CIBC
World Markets.  Falconbridge's counsel are McCarthy Tetrault LLP
and Fried Frank Harris Shriver & Jacobson LLP.

                     About Phelps Dodge

Phelps Dodge Corp. -- http://www.phelpsdodge.com/-- produces
copper and molybdenum and is the largest producer of molybdenum-
based chemicals and continuous-cast copper rod.  The company and
its two divisions, Phelps Dodge Mining Co. and Phelps Dodge
Industries, employ approximately 15,000 people worldwide.

                         About Inco

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

                     About Falconbridge

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

                        *    *    *

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


FALCONBRIDGE LTD: U.S. DOJ Clears Inco Bid of Anti-Trust Issues
---------------------------------------------------------------
Falconbridge Limited and Inco Limited have reached a definitive
agreement with the U.S. Department of Justice on a remedy,
consistent with what they had been discussing with the DOJ and
the European Commission as outlined on June 7, 2006, to address
potential competition issues related to Inco's pending
acquisition of Falconbridge and provide for the DOJ's clearance
of this transaction.

The remedy consists of the sale to LionOre Mining International
Ltd. of Falconbridge's Nikkelverk refinery in Norway and the
Falconbridge marketing and custom feed organizations that market
and sell the finished nickel and other products produced at
Nikkelverk and obtain third-party feeds for this facility.  In
addition, the sale will include an agreement to supply up to
60,000 tons of nickel in matte annually, approximately
equivalent to the current volume of feed provided by
Falconbridge's operations to this refinery, for up to ten years.

As previously indicated, the closing of this sale is conditioned
on, and expected to be completed upon receipt of, the clearance
by both the DOJ and the Commission of the pending acquisition of
Falconbridge by Inco, as well as Inco taking up and paying for
Falconbridge shares pursuant to its offer and certain other
standard terms and conditions to closing.

The terms of the agreement on this remedy are set forth in a
final judgment that has been filed today in the United States
District Court for the District of Columbia.  Formal clearance
of the acquisition will also be granted today through "early
termination" of the applicable waiting period under the U.S.
Hart-Scott-Rodino Act.

"We are pleased with the conclusion of the U.S. Department of
Justice's review and clearance of the pending combination of
Inco and Falconbridge and that we are now one step closer to
completing the acquisition," said Scott Hand, Chairman and CEO.

Inco and Falconbridge have continued their discussions with the
European Commission on the final terms of this same remedy.
Inco and Falconbridge currently expect that the Commission will
issue their decision on whether the acquisition will be cleared
based upon this remedy by July 12, 2006 and believe that the
transaction will be cleared by the Commission on the basis of
this remedy.

                        About Inco

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

                    About Falconbridge

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

                        *    *    *

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


* DOMINICAN REPUBLIC: Free Trade Won't Lower Car Prices
-------------------------------------------------------
Automobile prices will not be lowered by the Dominican Republic-
Central America-United States Free Trade Agreement or DR-CAFTA,
Enrique Fernandez, the director executive of the Association of
Concessionaires and Vehicles Manufacturers or Acofave, told
Dominican Today.

As reported in the Troubled Company Reporter-Latin America on
June 26, 2006, DR1 Newsletter stated that the implementation of
the DR-CAFTA might result to price cuts in the country,
including those of cars.

However, Acofave asserted this is not accurate as vehicle prices
will remain the same for the first year the DR-CAFTA is in
effect.

The automobiles made in the US, in particular, will not be lower
under the free trade pact due to high import tax rates paid at
present and the fixed costs by storage and financing, Dominican
Today states.

Mr. Fernadez told Dominican Today that vehicles pay:

    -- 17% on the cost value, insurance and load by concept
       of the first plate,

    -- 20% on the CIF tariff, to which the luxury tax is added
       (not to all models), and

    -- 16% for (ITBIS).

Dominican Today relates that storage generates other costs
included in the fixed expenses of storage or Apordom, transfers,
preparation, financing, and others that affect the price final.

                        *    *    *

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

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

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

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

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

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

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

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

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

Fitch also affirmed these ratings:

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

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

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

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


* DOMINICAN REPUBLIC: Plans Outsourcing Program with Game Firm
--------------------------------------------------------------
Dominican Republic's President Leonel Fernandez Reyna met with
executives of Trilogy Studios, a game company, in Santa Monica
on June 24, to set plans in motion for an outsourcing program.

Demand for quality art, animation and engineering talent to
support the growing interactive entertainment industry is
exceeding supply.

President Reyna and Trilogy hope to implement the program before
the end of 2006, beginning with Trilogy's first title --
Daybreakers.

If all goes well, Trilogy Studios will assist and act as the
Dominican's liaison to the entire games industry for future
outsourcing initiatives.

The Dominican government is looking at the technology and
entertainment industries as a new source of income for its
country.  The University system in the Dominican is turning out
incredible talent in computer graphics, which presents an
opportunity for US video game companies and movie studios to
outsource art, animation, live action video sequences and even
some engineering.

As the games industry moves from current generation machines to
next generation machines -- Xbox 360, Playstation 3, Nintendo Wi
-- the new games cost more, take longer to develop, and are more
complex.  While every platform transition to a new generation of
consoles is painful, this one is proving much more difficult and
more expensive than in the past.  Next-generation game
development will continue to increase by at least 50%, making
outsourcing one of the few effective strategies in use today by
the world's largest games studios to keep costs under control.
In fact, the global games outsourcing market is projected to be
US$1.1 billion in 2006, growing to US$2.5B by 2010.  About 60%
of game studios worldwide outsource today and this is estimated
to rise to 90% by 2008.

                        *    *    *

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

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

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

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

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

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

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

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

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

Fitch also affirmed these ratings:

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

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

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

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




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


PETROECUADOR: Fernando Gonzales Leaves Post as President
--------------------------------------------------------
Petroecuador's head, Fernando Gonzalez, has filed for
resignation before the Administrative Council of the company,
Prensa Latina reports.

Mr. Gonzales told Prensa Latina that he stepped down due to lack
of support from the executive -- especially President Alfredo
Palacio -- after allegations were made against him on offering
crude from Bloc 15 without a contract.  Deputy Vicente Taiano, a
member from the Institutional Renovation Party, had accused Mr.
Gonzales of irregularly selling oil from that bloc.

Walter Lopez, the vice president of Petroecuador, is temporarily
taking Mr. Gonzales' position, Ecuadorinmediato.com states.

The government of Ecuador denied rumors that pressure from the
United States had something to do with the resignation of
Fernando Gonzales, the president of state-run Petroecuador,
Prensa Latina relates.

Prensa Latina says that Enrique Proano, the presidential
communication secretary, denied that Linda Jewell, the US
ambassador in Ecuador, and President Alfredo Palacio dealt with
the matter in their meeting on June 21.

According to Prensa Latina, Mr. Gonzalez resigned just after
that meeting, resulting to rumors that Ms. Jewell had asked the
resignation.

Washington had nothing to do with the decision and that the
visit of Ms. Jewell had no political or economic reasons, Prensa
Latina states, citing Mr. Proano.

Mr. Proano told Prensa Latina that there are principles that
cannot be broken in the diplomatic world.  He said that no
ambassador may make suggestions on the internal policy of the
host country.

Petroecuador, according to published reports, is faced with
cash-problems.  The state-oil firm has no funds for maintenance,
has no funds to repair pumps in diesel, gasoline and natural gas
refineries, and has no capacity to pay suppliers and vendors.
The government refused to give the much-needed cash because of
Petroecuador's alleged inefficiency and non-transparency in its
accounts.




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


* EL SALVADOR: Insurance Sector Profits Up 18% in First Quarter
---------------------------------------------------------------
Profits of El Salvador's insurance sector increased 17.7%
US$6.63 million compared with the same quarter in 2005, Business
News Americas reports, citing SSF, the country's banking and
insurance regulator.

BNamericas relates that the sector posted US$5.64 million
profits in the first quarter of 2005.

According to BNamericas, the insurance sector's revenues
increased 13% to US$143 million.

Net premiums, says BNamericas, rose 21% to US$89.8 million.
Retained premiums increased 12% to US43.8 million.

Eduardo Recinos, Fitch Ratings Central America insurance
companies' director, told BNamericas, "There was a significant
net premium increase because many local insurers and reinsurers
are operating as fronting insurance companies, issuing policies
for overseas-based insurers.  Only half of net premiums were
retained by Salvadorian insurers, which reflects the industry's
real growth."

The insurance sector's investment gains decreased 16% to US$3.10
million from US$3.71 million, BNamericas relates.  Technical
result increased 33% to US$10.5 million, though claims rose 22%
at US$44.4 million.

"The industry's loss ratio grew to 60% from 54.4%, mainly due to
strong price competition and a large increase in auto and
medical claims," BNamericas says, citing Mr. Recinos.

Financial investments, as shown on the balance sheet, increased
18% to US$177 million, indicating technical reserves increasing
9% to US$91.2 million and claim reserves increasing 17% to
US$40.6 million, BNamericas reports.

                        *    *    *

Fitch Ratings assigned these ratings on El Salvador:

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




=========
H A I T I
=========


DIGICEL LIMITED: Increasing Investments in Haiti by US$50 Mil.
--------------------------------------------------------------
Digicel Limited will increase its investments in Haiti by US$50
million from US$130 million due to high demand in the country,
the Caribbean Business Report states, citing Colm Delves,
Digicel Group's Chief Executive Officer.

According to the Jamaica Observer, Mr. Delves declined to reveal
the number of subscribers Digicel has in Haiti.  He did say that
since the launching in the Caribbean nation on May 8, 2006,
Digicel has seen the fastest growing number of clients there
than on all the other Caribbean nations it has entered.

Mr. Delves told The Observer, "Talk of 400,000 subscribers is
grossly exaggerated but I will say that in Jamaica we signed up
100,000 subscribers in our first 100 days and Haiti is on course
to do better than that.  We are very pleased with the rate of
growth in Haiti and the way things are going there."

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

                        *    *    *

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




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


* HONDURAS: Lowering Petroleum Prices Can Save Country Millions
---------------------------------------------------------------
Anette Emanuelsson, writing for the Honduras This Week, says
that consulting firm Suroil Inc. said that Honduras will save
US$46 million annually by lowering the cost of petroleum
products.  Exactly how this will come about was not revealed by
the report.

The American consulting firm was hired by the Honduran
government last month to facilitate an international bidding
process -- the winners of the different contracts will be the
sole providers of gasoline, diesel and other petroleum products
for one year, Ms. Emanuelsson relates.

According to Ms. Emanuelsson, about 40 companies are expected to
participate in the bidding that is set to start next month.
However, the bidding is a little controversial since the current
importers risk losing their right to import fuel.

                        *    *    *

Moody's Investor Service assigned these ratings on Honduras:

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




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


DIGICEL LIMITED: Launches Service in French West Indies
-------------------------------------------------------
Digicel Limited told the Associated Press that it has started
providing cell phone service in the French West Indies.

According to AP, Digicel said that after buying Bouygues Telecom
Caraibe -- a wholly owned subsidiary of France's Bouygues
Telecom -- in April, it entered these markets:

    -- Guadeloupe,
    -- Martinique, and
    -- French Guiana.

Digicel has gained more than 160,000 wireless clients with the
acquisition, AP reports.

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

                        *    *    *

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


NATIONAL WATER: Workers' Strike Ends After Meeting with Company
---------------------------------------------------------------
The protest against the National Water Commission of Jamaica,
which started earlier last week, ended after a meeting was held
between the company's management, Jamaica's Finance Ministry and
four trade unions that represented the employees, the Jamaica
Gleaner reports.

As reported in the Troubled Company Reporter-Latin America on
June 23, 2006, workers of the National Water started holding
demonstrations outside the firm's Marescaux Road plant in
Kingston after a negotiation for wage increase between the
company's management and the unions failed.  The National
Water's executives met early last week with representatives from
unions.  Reports say that several representatives of the unions
were dissatisfied with the proceedings, and even walked out of
the meeting.

According to The Gleaner, the unions agreed to tell the workers
to return to work starting with the first shift on June 22.
Meanwhile, the Ministry of Labor said in a statement that
National Water agreed to implement in full the findings of a
salary survey conducted by the commission.  The date for the
implementation is yet to be negotiated.

On June 27, National Water and the unions will meet again to
continue talks on wages and benefits for 2006, The Gleaner
relates.

                        *    *    *

As reported in the Troubled Company Reporter on Feb. 7, 2006,
the National Water Commission of Jamaica had been criticized for
failing to act promptly in cutting its losses.  For the fiscal
years 2002 and 2003, the water commission accumulated a net loss
of US$2.11 billion.  The deficit fell to US$1.86 billion the
following year, and to US$670 million in 2004 and 2005.




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


DIRECTV HOLDINGS:  Fitch Affirms BB Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Issuer Default Rating
and 'BB' senior unsecured debt rating of DirecTV Holdings LLC.

Additionally Fitch affirmed the 'BB+' rating assigned to the
company's senior secured credit facility.  Fitch revised the
Rating Outlook to Positive from Stable.

DirecTV is a wholly owned subsidiary of DirecTV Group, Inc.
Approximately US$3.4 billion of debt as of March 31, 2006, is
affected by these actions.

The Positive Outlook reflects the company's strong credit
protection metrics relative to its rating category, which is
primarily attributable to the company's improved operating
profile.  Fitch acknowledges that DirecTV's EBITDA and free cash
flow metrics have in part been positively affected by the slower
pace of gross additions.

During the first quarter of 2006 subscriber acquisition costs
adjusted to include capitalized subscriber acquisition costs
decreased approximately 18% relative to the first quarter of
2005 and represented 19.2% of revenues compared to 26.6% in the
year earlier period.  The lower gross additions stems from the
company's decision to:

   * focus on higher quality subscribers;

   * tighten its credit policy; and

   * restructure its independent dealer incentives to support
     the company's strategic focus on higher quality
     subscribers.

However, the company's operations have also been positively
influenced by the company's efforts to reduce churn, stabilize
subscriber acquisition costs, and grow average revenue per unit.

DIRECTV's shift in strategy from aggressive subscriber growth to
focus on subscriber quality and reduce churn is yielding the
expected results, as approximately 86% of the company's gross
additions during the first quarter of 2006 were higher quality
subscribers.  In Fitch's opinion the strategy should lower the
company's exposure to bad debt and higher churn while
positioning the company to grow ARPU and operating margins, as
the higher quality subscribers tend to take higher margin
services.

Overall the ratings reflect the size and scale of DIRECTV's
operations as the second largest multichannel video-programming
distributor in the U.S.  The ratings also incorporate DIRECTV's
lack of revenue diversity and narrow product offering relative
to its cable MSO (multiple system operator) competition.  From
Fitch's perspective the company is in a weak competitive
position to respond to the service-bundling strategy utilized by
the cable MSOs and eventually the telephone companies.

Fitch believes that the convergence of service offerings between
the cable MSOs and the telephone companies and the changes to
the competitive landscape will increase the business risks
related to DirecTV's credit profile.  As competition for
subscribers increases, Fitch believes that the DBS (direct
broadcast satellite) operators' (including DirecTV and Echostar
Communications Corporation) market share is most at risk.

Fitch would expect that DirecTV may have to spend more SAC
(subscriber acquisition costs) to acquire subscribers and
increase retention costs to retain existing subscribers,
resulting in pressure on EBITDA margins and the company's
ability to sustain stable generation of free cash flow.

To position the company to effectively compete with the service
bundling approach used by the cable MSOs, DirecTV is taking
steps to enhance its video offering and is developing a high-
speed data product strategy to bundle with its video service
offering. Efforts to enhance its video offering will focus on
providing differentiated and exclusive programming content,
launching interactive and video-on-demand services, and
expanding its high definition television capabilities, which in
Fitch's opinion may be difficult given DirecTV's platform
limitations.

The uncertainty surrounding the potential investment in a
wireless broadband product has in Fitch's view created somewhat
of an overhang on DirecTV's credit profile.  Fitch believes that
for competitive purposes an investment in broadband is
appropriate, but that DirecTV will mitigate the financial and
technical risks associated with a broadband investment by using
multiple investment partners.

The potential for continued shareholder-friendly actions also
adds risk to DirecTV's credit profile.  On Feb. 7, 2006, DTVG's
board of directors authorized a US$3 billion share repurchase
program. When the program was announced, the company indicated
that it would take about two years to complete with a large part
funded with existing cash on DTVG's balance sheet.  The company
indicates that as of June 1, 2006, including the two additional
repurchases from the GM pension trusts, DTVG has repurchased
approximately 160.1 million shares for approximately US$2.56
billion, which leaves approximately US$440 million of remaining
capacity.  DTVG had approximately US$2.5 billion of cash and
short-term investments on its balance sheet including US$1.2
billion of cash at DirecTV as of the end of the first quarter of
2006.

Given DirecTV's weak competitive position, Fitch would hold the
company to tighter credit protection metrics for a given rating
level.  Factors that could lead to additional positive rating
actions include further development of the capital costs and
financing requirements associated with the company's potential
broadband investment.  Additionally the company will need to
demonstrate solid gross addition, churn, ARPU, and SAC cost
performance.

Likewise, a perceived erosion in the company's ability to
compete with cable MSOs and telephone companies as evidenced by
an accelerated rate of gross addition decline, increased churn,
and elevated SAC costs would likely lead to negative rating
actions. In addition, the adoption of an aggressive debt-
financed share repurchase program could also lead to negative
rating actions.

The company's liquidity position is supported by a combination
of cash on hand, expected free cash flow, and available
borrowing capacity under its US$500 million revolver contained
within the company's US$2.5 billion senior secured credit
facility.


GRUPO MEXICO: Antitrust Agency Slams Ferrosur-Ferromex Merger
-------------------------------------------------------------
Grupo Mexico SA de CV reported that Federal Competition
Commission or CFC, the Mexican antitrust agency, rejected the
company's bid to merge its railroad Infraestructura y
Transportes Ferroviarios with Ferrosur SA, which it acquired
from Carlos Slim in November last year by giving a 25% stake in
its transport business to Grupo Carso, Mr. Slim's industrial
firm.

Grupo Mexico had planned to fuse Ferrosur and Ferromex under its
infrastructure and transport unit.  Grupo Mexico had hoped to
connect is northern railroad system with that of Ferrosur, which
is in the southern part of Mexico.  However, Kansa City
Southern, saying that the merger would hurt competition and give
Grupo Mexico dominance in Mexican regions like Mexico City as
well as in the Veracruz port, opposed it.

According to Grupo Mexico, the merger is necessary for Ferromex
to compete in the rail sector as Kansas City Southern enjoys
advantages of a seamless network between the US and Mexico.

Grupo Mexico said it is yet waiting for an explanation from CFC
regarding the decision, which the company plans to appeal.
Grupo Mexico said that when it knows the details of the agency's
ruling, it will study legal options to contest the decision.
The company also said that it would study a similar case -- the
denied merger between Kansas City Southern and TFM in 2002.

Grupo Mexico said that Ferrosur will remain as part of the
company.

A CFC spokesman refused to comment on the agency's decision.

Jorge Beristain, an analyst from Deutsche Bank, said that the
rejection of the merger would bring a big impact on Grupo Mexico
as the deal was arranged as a stock swap and the railway
represents about 10% of the net assets of the company.

Mr. Beristain said, "This is not a major financial blow, but it
is a psychological blow because it would mark another negative
news flow article from Grupo Mexico."

Grupo Mexico is currently facing strikes at its mines.  The
Metalurgicos y Similares de la Republica Mexicana, the national
mining-metalworkers union, had been pushing for the ratification
of Napoleon Gomez Urrutia as its leader.  The government,
however, recognizes Elias Morales as the union's leader as Mr.
Urrutia is being investigated for allegedly misusing US$55
million in funds that Grupo Mexico handed for distribution among
workers in 2004 as part of the 1990 privatization of Cananea and
La Caridad.

Mr. Beristain also said that Grupo Mexico's earnings as well as
Ferromex's ability to compete would not be affected by the
merger's rejection.

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.


HIPOTECARIA CREDITO: Moody's Rates MXN3-B MTN Programs at (P)B1
---------------------------------------------------------------
Moody's de Mexico has assigned a (P)B1 senior unsecured debt,
and Baa2.mx ratings to the MXN3 Billion MTN programs of
Hipotecaria Credito y Casa, S.A. De C.V.'s.  The rating outlook
is stable.  The company's MX-2 national scale and Not Prime
global local currency short-term ratings, and the company's
Baa2.mx national scale and B1 global scale local currency issuer
ratings, were also affirmed.  Hipotecraria Credito is a Sociedad
Financiera de Objeto Limitado or Sofol, a special-purpose
financial company, also known as a "non-bank bank." Sofoles'
main function is to extend mortgages to low-income individuals
under the auspices of Sociedad Hipotecaria Federal or SHF
financing programs, and to provide construction financing to
developers of low-income housing.  SHF is one of Mexico's most
important government-sponsored programs for low to low-middle
income housing.

According to Moody's, the ratings reflect Hipotecaria Credito's
strong market position, with a market share of 13%, based on its
total mortgage portfolio, including the company's Prosavi off-
balance sheet loans, which make it the third-largest mortgage
Sofol in Mexico. In addition, Hippotecaria Credito has
sufficient liquid assets, availability on its bank lines and
accounts receivable for which it can accelerate collections to
provide 2x coverage on its outstanding short-term debt.

Moody's stated that although Hippotecaria Credito faces
competition, it has a strong infrastructure to maintain its
mortgage portfolio and business position.  It has good
relationships in the housing industry, particularly with
developers, that solidify its position.  Nevertheless, like all
mortgage Sofoles, Hippotecaria Credito relies on SHF and
developers for its business, which Moody's views as a risk for
Sofoles.  In addition, Hippotecaria Credito is still a small
company with a modest asset valuation and equity capital base.
Although Hippotecaria Credito is one of the largest mortgage
Sofoles, it has been operating as the third-largest mortgage
Sofol for only four years, and has not faced an economic or
political crisis.  Other credit concerns include a monoline
business with dependence on home financing which comprises
almost 100% of all loans, weak fixed charge coverage at 1.13x,
and debt to assets at a high 92%.

The stable rating outlook reflects Moody's expectation that
Hippotecaria Credito's management will continue to grow the
company prudently and diversify successfully, while improving
its operating margins and its delinquent portfolio.

Moody's stated that rating improvements for the company's
Baa2.mx national scale issuer rating will reflect its ability to
successfully increase market share above 20% (based on total
loan portfolio), while increasing net operating margins to the
teens, maintaining its portfolio quality, and bringing its pre-
tax fixed coverage closer to 1.3x.  The company's ability to
continue to improve efficiencies and portfolio defaults, while
growing and diversifying its product mix, as well as
demonstrating abilities to continue to fund itself without
direct lending from SHF, are factors that will contribute to
rating improvement.

Lack of improvement in portfolio diversification efforts and
access to capital sources independent from SHF would be negative
rating factors. Significant restructuring of SHF and the housing
finance system, a deterioration of pre-tax fixed charge coverage
below 1.2x, pre-tax net operating margins below 8%, a
substantial increase in the level of short-term credit-sensitive
debt, or a substantial deterioration in asset quality, driving
its defaulted portfolio above 5% of its total portfolio, would
result in negative pressure on the ratings.

These ratings were assigned:

   -- national scale senior unsecured long-term debt: Baa2.mx,
      and

   -- global scale local currency senior unsecured long-term
      debt rating to the MXN3 Billion MTN Program: (P) B1.

These four ratings were affirmed with a stable outlook:

   -- Baa2.mx national scale issuer rating;
   -- B1 global scale local currency issuer rating;
   -- commercial paper MX-2 national scale rating; and
   -- Not Prime global scale local currency.

Moody's last rating action regarding Hippotecaria Credito
occurred on May 14, 2006 when the rating agency revised
Hipotecaria Credito y Casa's the outlook on its national scale
ratings to stable from positive.

Hipotecaria Credito y Casa, based in Culiacan, Sinaloa, Mexico,
started operations in 1997 as a non-bank financial
institution/Sofol Mortgage Company. Hippotecaria Credito's main
activity consists of extending mortgages financed by monies from
SHF to low income households.  As of March 31, 2006, the company
reported assets of MXN19.3 billion and MXN1.3 billion in equity.


PRIDE INT'L: Filing Delay Prompts S&P to Put Ratings on WatchNeg
----------------------------------------------------------------
The ratings on contract drilling firm Pride International Inc.
are on CreditWatch with negative implications.  The CreditWatch
listing followed the company's announcement in March 2006 that
it would delay the filing of its 2005 annual report on Form
10-K.  Pride announced in late March 2006 that it had obtained a
waiver until June 30, 2006 from the lenders under its senior
secured revolving credit facility related to the late filing.

The CreditWatch listing reflects the potential for ratings to be
lowered or affirmed in the near term.   Standard & Poor's
Ratings Services expects to resolve the CreditWatch listing when
Pride completes the filing of 2005 financial statements.  If no
additional or unforeseen developments occur and statements can
be filed in the near term, it is likely that the Pride's ratings
and outlook would be affirmed.

As of the company's last 10-Q filing (Sept. 30, 2005), Houston,
Texas-based Pride had about US$1.24 billion in long-term debt.

The ratings on Pride reflect its participation in the highly
competitive, deeply cyclical, and capital-intensive contract-
drilling segment of the oilfield services sector.  Somewhat
offsetting rating concerns are a large, diversified fleet of
offshore drilling units, broad exposure to the world's major
offshore petroleum-producing regions, and a strengthening
backlog of favorable contracts for its rigs.

The filing delay is the result of allegations against Pride
relating to improper payments to foreign government officials
beginning a number of years ago, in connection with certain of
its overseas operations, as well as corresponding accounting
entries and internal control issues. The audit committee of the
board of directors is overseeing an investigation by outside
counsel into the allegations. In addition, Pride's management
continues to work toward the remediation of material weaknesses
identified during its 2004 audit process.  The company has
previously disclosed that it has not maintained effectiveness
over financial reporting as of Dec. 31, 2004.

Outside of accounting issues, Pride has performed well
operationally as of late.  Credit metrics have significantly
improved over the past 12 to 18 months, benefiting from debt
reduction, improved industry fundamentals (strengthening
contract backlog, rising day rates, and increased rig
utilization), and strengthened cash flow.

                        Liquidity

Pride's liquidity has improved since the beginning of 2004, and
as of Sept. 30, 2005, consisted of US$429 million available
under its US$500 million senior secured revolving credit
facility and about US$47.1 million in unrestricted cash on hand.
The company has made strides to reduce capital expenditures from
previous years, with total 2005 capital spending expected to
total about US$175 million.  Given improved contracts, wider
margins, and increasing rig utilization, Pride should generate
total cash flow from operations in excess of planned capital
expenditures.  Pride has a moderately protracted debt maturity
profile, with no sizable debt maturities until 2007, and does
not currently pay a dividend.




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


BANCO LATINAMERICANO: Paying Quarterly Dividend on July 17
----------------------------------------------------------
Banco Latinoamericano de Exportaciones, S.A. aka Bladex,
disclosed that the US$0.1875 per share quarterly cash dividend
for the second quarter of 2006 is payable on July 17, 2006, to
stockholders of record as of July 7, 2006.  The Board of
Directors approved the cash dividend on January 31, 2006.

As of May 31, 2006, Bladex had 37,559,874.20 common shares
outstanding of all classes.

Headquartered in Panama City, Panama, Banco Latinoamericano de
Exportaciones, S.A. aka Bladex -- http://www.bladex.com-- is a
supranational bank originally established by the Central Banks
of Latin American and Caribbean countries to promote trade
finance in the Region. Based in Panama, its shareholders include
central banks and state- owned entities in 23 countries in the
Region, as well as Latin American and international commercial
banks, along with institutional and retail investors.  Through
December 31, 2005, Bladex had disbursed accumulated credits of
over US$135 billion.

                        *    *    *

As reported on April 7, 2006, Moody's affirmed the following
ratings for Bladex:

   -- Bank Financial Strength Rating: D-minus, change to
      positive outlook from stable;

   -- Long Term Foreign Currency Deposit Rating: Baa3, with
      stable outlook;

   -- Short Term Foreign Currency Deposit Rating: Prime-3;

   -- Foreign Currency Senior Unsecured Rating: Baa3, with
      stable outlook; and

   -- Foreign Currency Issuer Rating: Baa3, with stable outlook.




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


* PARAGUAY: Will Discuss Trade with Brazil
------------------------------------------
Paraguay's President Nicanor Duarte will meet with Celso Amorim,
the Brazilian foreign minister, to discuss trade, as well as
migratory issues, according to local press.

Minister Amorim is very interested in discussing with President
Duarte several economic projects related to MERCOSUR, ABC Color
relates.

President Duarte and Minister Amorim will address the increase
of piracy and smuggling in bordering Ciudad del Este, which led
to conflict between customs authorities from Paraguay and
Brazil, Prensa Latina states.

                        *    *    *

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
=======


SIDERPERU: ProInversion Sets US$50 Mil. Minimum Price for Stake
---------------------------------------------------------------
ProInversion, the state investment agency of Peru, told Business
News Americas that it has set a reserve price for the auction of
its shares in steelmaker Siderperu.

According to BNamericas, ProInversion said the shares will be
sold for PEN0.32 each, representing a total of almost PEN164
million.  The agency is planning to auction over 511 million
shares in Siderperu -- 51.77% of the company's stock -- on June
28.

Meanwhile, ProInversion has moved the date for firms to pre-
qualify for the auction to June 26, BNamericas reports.

Reports say that these firms have prequalified to participate in
the bidding:

     -- US-based Nucor,
     -- Brazil's Gerdau,
     -- London's Global Steel,
     -- Switzerland's DuFerco, and
     -- an unidentified Mexican firm.

BNamericas relates that firms expressing interest in bidding
include:

     -- Aceros Arequipa, and
     -- Brazil's Votorantim.

Headquartered in Chimbote, Peru, Siderperu SA has steel
production capacity of 400,000 tons per year.  The company
reported a net loss of PEN5.99 million in 2005, compared to a
net profit of PEN28.8 million soles in 2004.


SIDERPERU: Sider Corp. Will Auction 40.24% Stake Today
------------------------------------------------------
According to a statement released to the Lima Stock Exchange,
Sider Corp. has moved the auction today of its 40.24% stake in
Siderperu -- about 397 million shares.

As reported in the Troubled Company Reporter-Latin America on
June 9, 2006, Sider Corp was scheduled to auction the shares on
the Lima stock exchange on June 9.  The minimum price per share
is at PEN0.32.

The shares are being offered by Scotiabank Peru, the main
creditor of Siderperu, Business News Americas relates.

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


* PERU: MTC Proposes Amendments to Telecom Legislations
-------------------------------------------------------
Juan Pacheco, Peru's communications undersecretary told Business
News Americas that the country's transport and communications
ministry, Ministerio De Transportes Y Comunicaciones or MTC,
will issue by the second week of July, proposed amendments to
the telecommunications legislation.

BN Americas reports that MTC proposes to:

   -- create a single concession license for
      telecommunications services, minimizing bureaucracy when
      introducing new services; and

   -- penalize operators that will not follow commitments or
      harm the country's interests.

"The model [existing legislation], that is intended to
facilitate the expansion [of services] and competition, must be
updated.  It is not a question of flexibility, we just need to
observe experiences around the world and implement them in
Peru," Mr. Pacheco was quoted by BN Americas.

Mr. Pacheco also told BN Americas that ProInversion, A private
investment promotion agency is currently studying the market for
the possibility of offering a fifth mobile license.

                        *    *    *

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: John Griffin & Cable Crafters Say Plan's Unconfirmable
----------------------------------------------------------------
John Griffin Construction, Inc., by various written agreements
with Adelphia Communications Corporation, provided construction
labor and materials to ACOM's voice, video and data
communications and cable television systems in Orange County and
Los Angeles County, California.

Cable Crafters Construction, Inc., provided the same services in
San Diego County and Los Angeles County, California.

Jeffrey A. Cooper, Esq., at Carella, Byrne, Bain, Gilfillan,
Cecchi, Stewart & Olstein, a Professional Association, in
Roseland, New Jersey, tells the Court that California law
provides mechanic's liens to persons providing construction
labor and materials, which liens arise by operation of law and
encumber the property improved.

As of the Petition Date, ACOM owed John Griffin US$2,972,865.
ACOM owed Cable Crafters US$1,572,662.

Mr. Cooper notes that the intervention of the ACOM Debtors'
Chapter 11 cases stayed the filing of actions to foreclose the
mechanic's liens.  John Griffin and Cable Crafters perfected
their lien rights.

John Griffin and Cable Crafters also filed secured claims
against the Debtors.  According to Mr. Cooper, ACOM objected to
each of John Griffin's and Cable Crafters' claims but did not
prosecute the objections when the claimants opposed to the
objections.

Mr. Cooper notes that the Joint Venture Plan classifies "Other
Secured Claims" in Class 3.

Mr. Cooper argues that the Joint Venture Plan fails three tests
necessary for confirmation:

    -- The Plan designates claims in Class 3 as unimpaired and,
       thus, not entitled to vote.  However, the Plan actually
       impairs John Griffin's and Cable Crafters' claims and
       likely the claims of many other creditors holding Class 3
       claims by failing to provide for interest at a proper
       rate or payment of interest until the claims are paid;

    -- The Plan improperly groups claims that are not
       substantially similar because Class 3 includes unimpaired
       and impaired claims; and

    -- The Plan fails the requirement of the "best interest of
       creditors" test because it restricts interest accruals on
       disputed claims.

Accordingly, in separate pleadings, John Griffin and Cable
Crafters assert that the Plan is not confirmable.

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. 136;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Sells De Minimis Assets for US$991,422
------------------------------------------------------
Pursuant to the excess assets sale procedures approved by the
U.S. Bankruptcy Court for the Southern District of New York,
Adelphia Communications Corporation and its debtor-affiliates
inform the Court that they will sell these assets for
US$991,422:

    1. Asset:            Real property at 720 Ross Street,
                         Coudersport, Pennsylvania
       Purchaser:        Greg P. Gooch
       Purchase Price:   US$165,000
       Agent:            God's Country Real Estate, Inc.
       Deposit:          US$1,000
       Appraised Value:  US$100,000

    2. Asset:            Cable and electronics equipment
       Purchaser:        Digicomm International, Inc.
       Purchase Price:   US$319,800
       Agent:            (none mentioned)
       Deposit:          none
       Appraised Value:  No appraisal was conducted

    3. Asset:            Cable and electronics equipment
       Purchaser:        Broadband Remarketing International,
                         LLC
       Purchase Price:   US$7,860
       Agent:            (none mentioned)
       Deposit:          none
       Appraised Value:  No appraisal was conducted

    4. Asset:            Real property at 422 Route 49 East,
                         Coudersport, Pennsylvania
       Purchaser:        Carl E. Karschner
       Purchase Price:   US$250,000
       Agent:            Four Seasons Real Estate, Inc.
       Deposit:          US$1,000
       Appraised Value:  US$250,000

    5. Asset:            Real property at 206 Holly Drive,
                         Cheraw, South Carolina
       Purchaser:        Carolina Communications
       Purchase Price:   US$3,750
       Agent:            Grubb & Ellis Company
       Deposit:          US$500
       Appraised Value:  US$5,000

    6. Asset:            99 Vehicles
       Purchaser:        Corporate Fleet Management
       Purchase Price:   US$176,150
       Agent:            (none mentioned)
       Deposit:          none
       Appraised Value:  No appraisal was conducted

    7. Asset:            16 Vehicles
       Purchaser:        Nucco
       Purchase Price:   US$50,000
       Agent:            (none mentioned)
       Deposit:          none
       Appraised Value:  No appraisal was conducted

    8. Asset:            Cable and electronics equipment
       Purchaser:        West 1 CATV Supplies, Inc.
       Purchase Price:   US$2,500
       Agent:            (none mentioned)
       Deposit:          none
       Appraised Value:  No appraisal was conducted

    9. Asset:            Cable and electronics equipment
       Purchaser:        Tulsat Corporation
       Purchase Price:   US$16,362
       Agent:            (none mentioned)
       Deposit:          none
       Appraised Value:  No appraisal was conducted

The Debtors have decided to sell their Property in South
Carolina at a price lesser than the appraised value because of
its annual carrying costs of at least US$1,250, as well as the
fact that, in the Debtors' estimation, the market for the
Property may be declining.

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. 136;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DRESSER INC: Asks U.S. SEC to Withdraw 2004 Form S-1 Statement
--------------------------------------------------------------
Dresser, Inc., has asked the U.S. Securities and Exchange
Commission to withdraw its Form S-1 registration statement,
which was originally filed in September 2004 and subsequently
amended in December 2004.  The registration statement related to
an initial public offering of common stock and was never
declared effective.

Dresser, Inc., said it considered the withdrawal to be
appropriate in order for it to complete its pending restatement
of its financial statements and to strengthen its financial
controls.  It also noted that the 18-month-old document does not
reflect the current scope of the company's businesses or its
financial results.  The company said any future decision
concerning an initial public offering will be dependent on
market conditions at that time.

Dresser, Inc. had previously announced it will restate its 2004
annual and quarterly financial statements and first, second and
third quarter 2005 financial statements.  The company is also
evaluating the potential need to restate periods prior to 2004.

                    About Dresser, Inc.

Based in Addison, Texas, Dresser, Inc. --
http://www.dresser.com/-- designs, manufactures and markets
equipment and services sold primarily to customers in the flow
control, measurement systems, and compression and power systems
segments of the energy industry.  The Company has a
comprehensive global presence, with over 8,500 employees and a
sales presence in over 100 countries worldwide including Mexico
and Puerto Rico.

                        *    *    *

As reported in the Troubled Company Reporter on March 30, 2006,
Moody's Investors Service placed the Ba3 Corporate Family
Rating; the Ba3 rated senior secured Tranche C term loan
maturing 2009; the B1 rated senior unsecured term loan maturing
2010; and the B2 rated senior subordinated notes maturing 2011
for Dresser, Inc., under review for possible downgrade as a
result of the company's inability to file its 2005 Annual Report
on Form 10-K by the March 31, 2006, requirement.

                        *    *    *

On June 16, 2005, Standard & Poor's Ratings Services lowered its
corporate credit rating on Dresser Inc. to 'B' from 'B+'.  The
ratings remain on CreditWatch with negative implications.

"The rating action reflects the company's ongoing delays in
filing audited financial statements," said Standard & Poor's
credit analyst Jeffrey Morrison.


INTERLINE BRANDS: Completes US$200-Mil. Offering of 8-1/8% Notes
----------------------------------------------------------------
Interline Brands, Inc., disclosed that its operating subsidiary,
has completed its offering of US$200 million aggregate principal
amount of its 8 1/8% Senior Subordinated Notes Due 2014.

Interline New Jersey also completed its new credit facility,
which consists of:

   -- a US$100 million 7-year term loan,
   -- a US$130 million 7-year delayed draw term loan and
   -- a US$100 million 6-year revolving credit facility.

The delayed draw term loan is available solely to fund the
acquisition of substantially all of the assets of American
Sanitary Incorporated and the fees and expenses related to the
acquisition.  The acquisition is expected to close in July 2006.

The net proceeds from the offering of senior subordinated notes
and initial borrowings under the new credit facility were used
to refinance Interline New Jersey's existing indebtedness,
including its prior credit facility and its 11 1/2% Senior
Subordinated Notes Due 2011, and to pay related fees and
expenses.  All of the outstanding 11 1/2% Senior Subordinated
Notes due 2011 were purchased pursuant to the previously
announced tender offer.

Michael Grebe, Interline's President and Chief Executive
Officer, commented, "We are very pleased with the execution on
these transactions.  This comprehensive refinancing adds
flexibility, extends maturities, reduces our cost of capital and
positions us well for future growth.  Excluding charges
associated with our early extinguishment of debt, this
refinancing effort is expected to be two cents accretive to
earnings in the second half of 2006."

                      About Interline

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

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


SUNSET BRANDS: Balance Sheet Upside-Down by US$460K at Mar. 31
--------------------------------------------------------------
Sunset Brands, Inc., filed its first quarter financial
statements for the three months ended March 31, 2006, with
the US Securities and Exchange Commission on June 20, 2006.

Sunset Brands reported a US$468,135 net loss on US$4,216,493 of
sales for the three months ended March 31, 2006.

At March 31, 2006, Sunset Brands' balance sheet showed
US$20,392,137 in total assets and US$20,852,434 in total
liabilities resulting to a US$460,297 stockholders' deficit.

The company's March 31 balance sheet also showed strained
liquidity with US$2,492,641 in total current assets available to
pay US$14,442,088 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?c1e

                     Going Concern Doubt

Hansen, Barnett & Maxwell in Salt Lake City, Utah, raised
substantial doubt about Sunset Brands, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditor pointed to the Company's
losses from operations, negative cash flows, and working capital
and accumulated deficiencies.

Based in Los Angeles, California, Sunset Brands, Inc. --
http://www.sunsetbrands.com/-- intends to capitalize on the
growing demand for healthy foods.  The Company wants to become a
category leader in this field through expanded marketing of
existing products under brands owned or licensed by US Mills and
the introduction of new products.  US Mills, Inc., sells
natural, organic and specialty ready-to-eat cereals, hot
cereals, cookies and crackers.  US Mills sells five brands --
Uncle Sam Cereal, Erewhon, New Morning, Farina and Skinner's
Raisin Bran -- in all 50 states, Canada and Puerto Rico.




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


BWIA WEST: Union to Meet with Former Airline Workers on June 29
---------------------------------------------------------------
Retrenched workers of British West Indies Airways aka BWIA will
meet with the Aviation Communication and Allied Workers Union or
ACAWU at the Aero Services Credit Union Building in Tacarigua on
June 29, 2006, Newsday reports.

ACAWU said in a statement on Friday that a new interesting
proposal, which the union is supposed to receive from BWIA,
would be discussed during the meeting.

Curtis John, the head of ACAWU, told Newsday that the proposal
has something to do with a matter currently being heard in the
Industrial Court.

As reported in the Troubled Company Reporter-Latin America on
June 16, 2006, Mr. John said that ACAWU had several matters
against BWIA before the Industrial Court.  Some of BWIA's
retrenchments were against the collective agreements the company
made with its employees.  The union official believed BWIA was
trying to bribe workers cheaply to halt actions against the
company.  BWIA wants to keep the union out of matters concerning
workers, including hiring and firing.

Workers who were retrenched during the period 2001 to 2003 are
called to the meeting, Newsday states, citing Mr. John.

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.




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


ARVINMERITOR INC: Inks New US$1.15 Bil. Senior Credit Facilities
----------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) entered into two new senior
secured credit facilities.

The new facilities include a $980 million revolving credit
facility, maturing in 2011, and a $170 million term loan B,
maturing in 2012.  JP Morgan Securities Inc. and Citigroup
Global Markets Inc. arranged the facilities, which replaced the
company's prior revolving credit facility.

"This improvement to our credit facilities allows us to extend
maturities and substantially increase our company's liquidity,"
Jim Donlon, ArvinMeritor senior vice president and CFO, said.
"We're pleased with the success of this transaction and the
positive impact it will have for our company going forward."

Headquartered in Troy, Michigan, ArvinMeritor, Inc. --
http://www.arvinmeritor.com/-- is a premier $8.8 billion global
supplier of a broad range of integrated systems, modules and
components to the motor vehicle industry.  The company serves
light vehicle, commercial truck, trailer and specialty original
equipment manufacturers and certain aftermarkets.  ArvinMeritor
employs approximately 29,000 people at more than 120
manufacturing facilities in 25 countries.  It maintains 23
facilities in Venezuela, Brazil and Argentina.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.

                          *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service affirmed ArvinMeritor's corporate
family rating at Ba2, and changed the rating outlook from stable
to negative.

Moody's said the company's core Light Vehicle Systems segment
continues to under-perform and debt protection measures are
somewhat weak for the rating category.

Moody's also affirmed the Ba2 rating of the Company's senior
unsecured notes and senior unsecured shelf.


ARVINMERITOR: Fitch Rates US$1.15-Bil. Secured Facility at BB+
--------------------------------------------------------------
Fitch has assigned a 'BB+' rating to ArvinMeritor's new US$1.15
billion secured bank facilities.  This assignment follows the
indicative rating issued on June 8.  The new facilities include
a US$980 million revolver maturing in 2011, and a US$170 million
term loan B that matures in 2012.  Fitch's current ratings on
ArvinMeritor are as follows:

   -- Issuer Default Rating: BB;
   -- Senior unsecured: BB-;
   -- Trust preferred: B'; and

The rating outlook is negative.

The bank agreement provides supplemental liquidity and financial
flexibility to ArvinMeritor over the near term, when the company
is facing a very uncertain period in the domestic auto industry
and a cyclical downturn in the heavy-duty truck market.  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 Light Vehicle Systems group's margins and
Commercial Vehicle Systems group's operating performance in 2007
as it faces a strong drop in heavy truck demand.


PETROLEOS DE VENEZUELA: Continues Swapping Deal with Petrobras
--------------------------------------------------------------
Petroleos de Venezuela's marketing and supply executive officer
Asdrubal Chavez said that swapping of diesel and fuel oil
between the firm and Brazil's state own Petroleo Brasileiro SA
continues, El Universal reports.

Under a swapping agreement, Petroleo Brasileiro serves as a
conduit between Argentine's Cammesa and PDVSA, El Universal
relates.  How PDVSA and Petroleo Brasileiro settle their
accounts is not made known to the public.

Before the swapping agreement was made known, speculations
emerged on the fuel and diesel's origins.  El Universal says
that the first shipments to Cammesa did not meet minimum
requirements causing some complains to bubble.

                 About Petroleo Brasileiro

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.

                About Petroleos de Venezuela

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

                        *    *    *

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


PETROLEOS DE VENEZUELA: Discloses Financial Results for 2004
------------------------------------------------------------
Petroleos de Venezuela reported results for fiscal year 2004.
The state-owned firm showed growing figures as a result of
rising prices of crude oil and its by-products.

El Universal reports that despite Petroleos de Venezuela's
rising revenues, its operational expenses have also grown
proportionally higher.

The company reported liabilities of US$19.2 billion, 8.1% higher
than the previous year.  Assets were reported to be US$60.2
billion, 7.7% higher than the previous year.  Accounts payable
to suppliers increased 35.8% to US$4.5 billion.  Income tax grew
from US$624 million to US$3.3 billion.  Overall, circulating
liabilities were up 65.6% -- from US$7.2 billion to US$12
billion in twelve months, El Universal relates.

Other salient facts of Petroleos de Venezuela's 2004 report
include:

   -- while overall oil sales grew 39%, expenses increased by
      28%;

   -- operational expenses were 43.3% higher thant the previous
      year; and

   -- monies forwarded to President Hugo Chavez's social
      development fund increased by 398%, from US$249 million to
      US$1.2 billion.

Hermias Ferrer, Petroleos de Venezuela's commissary, made five
recommendations to the company's board of directors:

   -- undertake moves to disclose figures in bolivars according
      to generally accepted accounting principles;

   -- establish controls on affiliates outside of the country;

   -- continue support to a project intended to expand internal
      controls;

   -- conduct surveys on costs and expenses abroad with a view
      to outline a savings plan that helps improve earnings; and

   -- provide rationale for each investment determining its
      economic profitability and relevant significant
      disbursements.

Rafael Ramirez, Petroleos de Venezuela's chief executive
officer, said that the firm will deliver last week to the U.S.
Securities and Exchange Commission its long-overdue financial
statements.  However, the financial reports did not materialize
as of Wednesday last week, El Universal says.

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

                        *    *    *

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


SILGAN HOLDINGS: Buys Euro White Cap Closures Biz for US$238MM
--------------------------------------------------------------
Silgan Holdings Inc. (Nasdaq:SLGN) completed the acquisition of
the Amcor White Cap closures business in Europe.  As
anticipated, the closings for the Amcor White Cap closures
businesses in Turkey, China, Brazil, Venezuela and a portion of
the Philippines are expected to close upon satisfactory
completion of specific closing conditions pursuant to the
purchase agreement.  As a result of certain closing conditions
not being met, the remaining portion of the Amcor White Cap
business in the Philippines has not closed and may not close.

This combined business, which will operate under the name Silgan
White Cap, is a leading supplier of an extensive range of metal
closures to consumer goods packaging companies in the food and
beverage industries in Europe, Asia and South America.  The
European business, which had sales of EUR195.6 million (or
US$250.6 million at current exchange rates) for its fiscal year
ended June 30, 2005, is headquartered in Hanover, Germany and
operates manufacturing facilities in Germany, Poland and Italy.

The purchase price for the European business was EUR185.8
million (or US$238 million), which includes assumed indebtedness
of EUR11.8 million (or US$15.1 million).

Pursuant to the terms of the purchase agreement, the Company
also funded an incremental EUR11.2 million (or US$14.4 million)
for higher working capital primarily for seasonal purposes.  The
Company expects the transaction to be neutral to earnings in
2006 and potentially negative to earnings in the second quarter
of 2006 principally due to the initial write-up of inventory
required for accounting purposes.  However, the transaction is
expected to be accretive to 2007 earnings with additional
opportunity as certain synergies and cost savings initiatives
are realized.  The Company's current earnings estimates exclude
the impact of this acquired business.

The Company also closed on EUR200 million (or US$256.2 million)
of incremental term loan borrowings under its existing senior
secured credit facility.  The proceeds from this borrowing were
used to finance this transaction and the anticipated purchase
price for the non-European transactions.  The terms for the
incremental term loans are the same as those under the Company's
existing senior secured credit facility.  An affiliate of
Deutsche Bank AG was the sole arranger of the transaction.

Headquartered in Stamford, Connecticut, Silgan Holdings Inc. --
http://www.silganclosures.com/-- is a leading North American
manufacturer of consumer goods packaging products with annual
net sales of US$2.5 billion in 2005.  Silgan operates 64
manufacturing facilities in the U.S., Canada and Europe.  In
North America, Silgan is the largest supplier of metal
containers for food products and a leading supplier of plastic
containers for personal care products.  In addition, Silgan is a
leading supplier of metal, composite and plastic vacuum closures
for food and beverage products in North America and Europe.

                        *    *    *

As reported in the Troubled Company Reporter on May 24, 2006,
Moody's Investors Service raised the Corporate Family Rating for
Silgan Holdings Inc. and ratings on Silgan's senior secured
first lien credit facilities from Ba3 to Ba2 and changed the
outlook from positive to stable.


* VENEZUELA: Costa Rica to Sell Government Bonds to Bandes
----------------------------------------------------------
Banco de Desarrollo Economico y Social de Venezuela aka Bandes
-- Venzuela's state development bank -- received an offer from
Costa Rica for the sale of government bonds to the bank, Reuters
reports.

Costa Rica's President Oscar Arias met with Ali Rodriguez, the
foreign minister of Venezuela, on Friday, to discuss the
proposal, Reuters states, citing Bruno Stagno, Costa Rica's
Foreign Minister.

"This would give more fiscal space to the Finance Ministry.
Costa Rica's proposal in terms of amounts, time frames and
interest rates will be forwarded soon for Venezuelan authorities
to study," Minister Stagno told Reuters.

                        *    *    *

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


* VENEZUELA: Finalizes Oil Deal with Costa Rica
-----------------------------------------------
Ali Rodriguez, the Foreign Minister of Venezuela, met with Costa
Rica's President Oscar Arias on Friday to finalize a deal to
decrease the price of oil Venezuela sells to Costa Rica, Reuters
reports.

According to Reuters, discussions during the meeting also
include the possibility of Costa Rica receiving a credit line
for development projects.

                        *    *    *

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


                         ***********


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

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