TCRLA_Public/060628.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Wednesday, June 28, 2006, Vol. 7, Issue 127

                            Headlines

A R G E N T I N A

AEROLINEAS ARGENTINAS: Inks Share Buy-Back Deal with Marsans
CONSULTORA Y EQUIPAMIENTO: Enters Bankruptcy on Court Orders
EMPLOYS SA: Asks Court Approval to Reorganize Business
EMPRESA DISTRIBUIDORA: Shareholders Approve Stock Offering
EXTREM SUD: Trustee Will Verify Creditors' Claims Until Sept. 7

HARD DEALER: Claims Verification Deadline Is Set for Aug. 30
INDUSTRIAS METALURGICAS: Informative Assembly Moved to Aug. 14
INTEGRATED CUSTOM: Court Orders Liquidation of Assets
LIGA ISRAELITA: Verification of Proofs of Claim Ends on Aug. 10
MATRIBA SA: Sets Aug. 17 Deadline for Verification of Claims

PAC SEGURIDAD: Trustee Will Verify Proofs of Claim Until Sept. 7
VIPACK SRL: Seeks Court Approval to Restructure Debts

* ARGENTINA: Gov't Officials Discuss Mill Dispute with Ence

B A H A M A S

WINN-DIXIE: Wants Deloitte Tax to Provide Tax-Related Services

B E R M U D A

FOSTER WHEELER: Unit Secures Coker Heater Contract from Bechtel
LANGBAR INTERNATIONAL: Investors Balk at Proposed Rescue Plan

B O L I V I A

PETROLEO BRASILEIRO: Will End Oil Operations in Bolivia

B R A Z I L

BRASKEM SA: Achieves Full Compliance with Sarbanes-Oxley Act
COMPANHIA PARANAENSE: Buys 60% Stake in Araucaria for US$190MM
COMPANHIA PARANAENSE: Sao Paulo Court Rejects Bid Appeal
NOVELIS INC: Noteholders Organize to Negotiate Consent Terms
NOVELIS INC: Consent Solicitation Prompts S&P to Hold Ratings

PETROLEO BRASILEIRO: H-Bio Production Will Reduce Diesel Imports
SADIA SA: Launches New BRL60-Mil. Margarine Plant in Uberlandia
VARIG S.A.: Barred From Using IATA's Ticket Clearing System
VARIG: Matlinpatterson Venture Offers to Buy Assets for US$500MM
VARIG S.A.: Ordered to Pay Arrears & Ground Nine ILFC Aircraft

C A Y M A N   I S L A N D S

BRUNSWICK PARTNERS ONE: Declares Voluntary Liquidation
BRUNSWICK PARTNERS SEVEN: Placed in Voluntary Liquidation
FAIRFIELD MASTER: Shareholders Declare Liquidation of Business
FAIRFIELD MASTER: Proofs of Claim Filing Will End on July 7
FAIRFIELD SAXO: Shareholders Declare Company's Liquidation

FAIRFIELD SAXO: Creditors Must Submit Proofs of Claim by July 7
INFOR GLOBAL: S&P Lowers Corporate Credit Rating to B- from B
INTREPID: Schedules Final Shareholders Meeting on Sept. 27
ORCHID ASIA: Shareholders Declare Voluntary Liquidation
ORCHID ASIA: Last Day to File Proofs of Claim Is on June 29

ROCKSTONE ADVISORS: Holds Final Shareholders Meeting on Aug. 29
SHACKLETON RE: S&P Puts Low B Ratings on Three Term Loans

C O S T A   R I C A

* COSTA RICA: May Export Increase 15.86% to US$8.49
* COSTA RICA: Real Estate Market Grows Due to Listing Services

C U B A

* CUBA: Posts 19% Boost in Trade Exchange
* CUBA: Delivers 8,000 Tons of Cement to Jamaica

D O M I N I C A N   R E P U B L I C

FALCONBRDIGE: Merger Cues Fitch to Put Phelps' Ratings on Watch
FALCONBRIDGE: Merger Cues Moody's to Review Unsec. Debt Rating
FALCONBRIDGE: Phelps Dodge Merger May Upgrade S&P's Ratings

* DOMINICAN REPUBLIC: Seeks Taiwan Funding for Power Plants

H O N D U R A S

* HONDURAS: Plans to Tender All Refined Oil Requirements

J A M A I C A

KAISER ALUMINUM: Wants US$78-Mil Deal with CNA Insurers Approved
MIRANT CORP: Pirate Capital Suggests International Assets Sale

* JAMAICA: Receives 8,000 Tons of Cement from Cuba

M E X I C O

GRUPO MEXICO: Will Appeal on Antitrust's Rejection of Merger
MERIDIAN AUTO: Creditor Constituents Support Reorganization Plan
PIER 1: Board Declares US$0.10 Per Share Quarterly Cash Dividend

N I C A R A G U A

* NICARAGUA: Insurance Sector Posts NIO55.8M Profits in 5 Mos.

P U E R T O   R I C O

ADELPHIA COMMS: Files Modified Plan of Reorganization
ADELPHIA COMMS: Parties Object to Stipulation with Bank Lenders
CENTENNIAL COMMS: Approves 2007 Salary Levels & Bonus Program
OCA INC: Kingsmill Riess Okayed as Supplemental Litigation Atty.
RENT-A-CENTER: S&P Rates US$725 Million Credit Facility at BB+

U R U G U A Y

* URUGUAY: Canadian Investors Interested in Setting Up Pulp Mill

V E N E Z U E L A

IMPSAT SA: Unit Will Invest US$3.5 Million to Expand Operations
PETROLEOS DE VENEZUELA: Gov't Officially Establises Joint Biz
PETROLEOS DE VENEZUELA: Unit Could Buy 35% of Tiznados Field

* VENEZUELA: Gets Uruguay's Prefab Houses in Exchange for Oil


                          - - - - -  


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


AEROLINEAS ARGENTINAS: Inks Share Buy-Back Deal with Marsans
------------------------------------------------------------
Argentine President Nestor Kirchner has given his approval to
the repurchase of up to 20% of Aerolineas Argentinas' stake,
Merco Press reports.  The airline was privatized in 1990.

The government signed June 21 in Madrid, Spain, a purchase deal
with Marsans, the Spanish travel group that controls 98.2% of
Aerolineas, Merco Press relates.  Under the deal, Marsans will
restructure its stock distribution to allow the government to
buyback from 5% to 20% of the airline's shares.

Merco Press says that Economy Minister Felisa Miceli and
Planning Minister Julio De Vido on behalf of the Argentine state
and by Horacio Fargosi, CEO of Interivest, the holding that owns
Aerolineas Argentinas, signed the agreement.

Meanwhile, President Kircher's visit to Spain included a
renegotiation of its debt that stemmed from Argentina's 2002
economic crisis.  The two rulers discussed strengthening
bilateral ties.

"The Spaniards have always been and will be beside Argentina in
the good moments and the more difficult ones, being happy with
its successes and feeling its problems and hopes as its own.
We're not indifferent to anything that happens to Argentina,"
King Juan Carlos was quoted by the Buenos Aires Herald as
saying.

                        *    *    *

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

                        *    *    *

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


CONSULTORA Y EQUIPAMIENTO: Enters Bankruptcy on Court Orders
------------------------------------------------------------
Consultora y Equipamiento Cheff S.R.L. enters bankruptcy
protection after a court in Rosario, Santa Fe, ordered its
liquidation.  The order transfers control of the company's
assets to a court-appointed trustee, whose name is yet to be
disclosed.  The trustee will supervise the liquidation
proceedings and verify creditors' proofs of claim.

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 Consultora y
Equipamiento's accounting and business records.

The deadline for claims verification and the reports submission
dates are yet to be disclosed.

The debtor can be reached at:

           Consultora y Equipamiento Cheff S.R.L.
           Matheu 1073, Rosario   
           Santa Fe, Argentina


EMPLOYS SA: Asks Court Approval to Reorganize Business
------------------------------------------------------
Buenos Aires-based Employs S.A. has filed a petition with Court
No. 17 in Buenos Aires to reorganize its business after
defaulting on its debt payments on Dec. 21, 2005.  

The petition, once approved by the court, will allow Employs
S.A. to negotiate a settlement with its creditors in order to
avoid a straight liquidation.

Clerk No. 34 assists the court in the case.

The debtor can be reached at:

           Employs S.A.
           Lavalle 1570
           Buenos Aires, Argentina


EMPRESA DISTRIBUIDORA: Shareholders Approve Stock Offering
----------------------------------------------------------
Empresa Distribuidora y Comercializadora Norte SA aka Edenor's
shareholders have approved a stock offering to increase the
company's capital for 83,161,020 pesos, Nosis reports.

The increase is represented by:

       -- 51% of class A shares,
       -- 39% of class B shares and  
       -- 10% of class C shares

all for a nominal value of one peso and one right to vote each,
plus a right to dividend from January 1, 2006.

The shareholders also decided to publicly offer the company at
the Comision Nacional de Valores and the US Securities and
Exchange Commission.  Also, Edenor wants to trade its shares in
the New York Stock Exchange.

                        *    *    *

On May 1, 2006, Standard & Poor's Ratings Services assigned its
'CCC+' long-term corporate credit rating to Argentine
electricity distributor Empresa Distribuidora y Comercializadora
Norte S.A. or Edenor after the company finished restructuring
its financial debt through the exchange of the defaulted notes.  
S&P said the outlook is stable.


EXTREM SUD: Trustee Will Verify Creditors' Claims Until Sept. 7
---------------------------------------------------------------
Clorinda Paula Donato, the court-appointed trustee for the
reorganization proceeding of Extrem Sud S.A., will verify
creditors' proofs of claim until Sept. 7, 2006.  

Ms. Donato will submit in court individual reports based on the
validated claims and a general report that contains an audit of
Extrem Sud's accounting and banking records.  The reports
submission dates are yet to be disclosed.

Extrem Sud will present a settlement proposal, drafted from the
submitted claims, for approval by the creditors during the
informative assembly scheduled on June 1, 2007.

Court No. 4 in Buenos Aires approved Extrem Sud's petition to
reorganize its business after it defaulted on its obligations.

Clerk No. 7 assists the court in the proceeding.

The debtor can be reached at:

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

The trustee can be reached at:

           Clorinda Paula Donato
           Maipu 42
           Buenos Aires, Argentina


HARD DEALER: Claims Verification Deadline Is Set for Aug. 30
------------------------------------------------------------
Manuel Arnaldo, the court-appointed trustee for Hard Dealer's
liquidation process, won't verify proofs of claim after
Aug. 30, 2006.  

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

Court No. 18 in Buenos Aires declared Hard Dealer bankrupt at
the request of Cooperativa Arcred Limitada, which it owes
US$4,900.

Clerk No. 36 assists the court in the proceeding.

The debtor can be reached at:

           Hard Dealer S.R.L.
           Hipolito Yrigoyen 1544
           Buenos Aires, Argentina

The trustee can be reached at:

           Manuel Arnaldo
           Parana 224
           Buenos Aires, Argentina


INDUSTRIAS METALURGICAS: Informative Assembly Moved to Aug. 14
--------------------------------------------------------------
A court in Mendoza moved the informative assembly of Industrias
Metalurgicas' insolvency case to Aug. 14, 2006.  It was
previously set for June 27, 2006.

As reported in the Troubled Company Reporter-Latin America on
Aug. 2, 2005, the court converted the bankruptcy case of
Industrias Metalurgicas into a reorganization proceeding.  

Ms. Claudia Alicia Raso was appointed trustee for the case.  She
verified creditors' proofs of claim until Aug. 9, 2005, and
presented the validated claims as individual reports on
Oct. 11, 2005.  A general report that contained an audit of
Industrias Metalurgicas' accounting and banking records was
submitted on March 7, 2006.

The trustee can be reached at:

           Claudia Alicia Raso
           Alberdi 158
           Mendoza, Argentina


INTEGRATED CUSTOM: Court Orders Liquidation of Assets
-----------------------------------------------------
A court in Rosario, Santa Fe, ordered the liquidation of
Integrated Custom Services S.R.L.'s assets after it defaulted on
its obligations, Infobae states.  The liquidation pronouncement
places the company under the supervision of a court-appointed
trustee, whose name is yet to be disclosed.

The trustee will verify creditors' proofs of claim against
Integrated Custom and under Argentine bankruptcy law, will also
submit individual reports on the validated claims and a general
report, containing a summary of the company's financial status
as well as relevant events pertaining to the bankruptcy.  

The deadline for verification of claims and the dates of
submission of the reports are yet to be disclosed.

The debtor can be reached at:

           Integrated Custom Services S.R.L.
           Entre Rios 779, Rosario
           Santa Fe, Argentina    


LIGA ISRAELITA: Verification of Proofs of Claim Ends on Aug. 10
---------------------------------------------------------------
Mauricio Mudric, the court-appointed trustee for Liga Israelita
Argentina de Prevencion, Diagnostico y Tratamiento de la Salud
Familiar y Comunitaria Asociacion Civil's bankruptcy case, won't
verify proofs of claim after Aug. 10, 2006.

Mr. Mudric will present the validated claims in court as
individual reports on Oct. 6, 2006.  A general report that
contains an audit of Liga Israelita's accounting and banking
records will follow on Nov. 20, 2006.

The debtor can be reached at:

           Liga Israelita Argentina de Prevencion, Diagnostico y
           Tratamiento de la Salud Familiar y
           Comunitaria Asociacion Civil
           Fragata Presidente Sarmiento 2152
           Buenos Aires, Argentina

The trustee can be reached at:

           Mauricio Mudric    
           Tucuman 893
           Buenos Aires, Argentina


MATRIBA SA: Sets Aug. 17 Deadline for Verification of Claims
------------------------------------------------------------
Jorge Alberto Arias, the court-appointed trustee for the
bankruptcy case of Matriba S.A., will verify creditors' proofs
of claim until Aug. 17, 2006.  Creditors who fail to submit the
required documents won't receive any post-liquidation
distribution.

The verified claims will be submitted in court as individual
reports on Sept. 28, 2006.  A general report that contains an
audit of Matriba's accounting and banking records is expected on
Nov. 9, 2006.

The debtor can be reached at:

           Matriba S.A.
           Avenida de Mayo 954
           Buenos Aires, Argentina

The trustee can be reached at:

           Jorge Alberto Arias
           Avenida Rivadavia 1227
           Buenos Aires, Argentina


PAC SEGURIDAD: Trustee Will Verify Proofs of Claim Until Sept. 7
----------------------------------------------------------------
Adriana del Carmen Gallo, the court-appointed trustee for the
bankruptcy case of Pac Seguridad S.A., will verify proofs of
claim until Sept. 7, 2006.  Creditors who fail to submit the
required documents won't receive any post-liquidation
distribution.

Court No. 24 in Buenos Aires declared Pac Seguridad bankrupt at
the behest of Administracion Aquilino C. Colombo S.A., which it
owes US$22,067.24.

Clerk No. 48 assists the court on the case.

The debtor can be reached at:

           Pac Seguridad S.A.
           Avenida Rivadavia 2243
           Buenos Aires, Argentina

The trustee can be reached at:

           Adriana del Carmen Gallo
           Presidente Roque Saenz Pena 651
           Buenos Aires, Argentina


VIPACK SRL: Seeks Court Approval to Restructure Debts
-----------------------------------------------------
Court No. 14 in Buenos Aires is studying the request for
reorganization submitted by local company Vipack S.R.L., La
Nacion reports.

Vipack S.R.L. filed a "Concurso Preventivo" petition following
cessation of debt payments on May 2, 2006.  The petition, once
approved by the court, will allow the company to avoid
bankruptcy by negotiating a settlement with its creditors.

Clerk No. 28 assists the court on this case.

The debtor can be reached at:

           Vipack S.R.L.
           Mexico 3543
           Buenos Aires, Argentina


* ARGENTINA: Gov't Officials Discuss Mill Dispute with Ence
-----------------------------------------------------------
Argentine officials met with representatives from Grupo
Empresarial Ence SA to discuss the controversial pulp mill
construction along Argentina and Uruguay's river border.

"Yes, they discussed various aspects" of the pulp mill project,
Argentine foreign minister Jorge Taiana replied when asked by
Argentine Radio Continental, according to local press.

Dow Jones says that the meeting indicated no progress on the
issue.

Grupo Empresarial and Finnish consortium Metsa-Botnia Oy
-- which is owned by M-Real Oyj, UPM-Kymmene Oyj and Metsalitto
-- are building two pulp plants on the Uruguayan banks of a
river bordering Argentina that costs US$1.6 billion.  Grupo
Empresarial is building the smaller of the two plants.

Argentine provincial and federal authorities and
environmentalist groups stated that the pulp mills are highly
contaminating water and air with their chlorine bleaching
process.  Uruguay however argued that both mills comply with the
latest and most stringent European Union regulations regarding
conservation of natural resources.

The Argentine government filed a complaint against Uruguay with
the International Court of Justice in The Hague in May, claiming
the mills will pollute the Uruguay River.  The legal move came
after Argentine activists sporadically blocked bridge access
into Uruguay beginning in late December.  The road blockades
were suspended so that the government could file the court
complaint. Uruguayan officials say the blockades cost the nation
about US$300 million in lost trade.

Minister Taiana hopes that the international court will issue a
ruling by the end of this month that will include an order to
halt construction of the mills.  However, the minister submitted
that rulings from the ICSID are expected to take years, Dow
Jones relates.

                        *    *    *

Fitch Ratings assigned these ratings on Argentina:

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




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WINN-DIXIE: Wants Deloitte Tax to Provide Tax-Related Services
--------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Middle District
of Florida to retain Deloitte Tax LLP, nunc pro tunc to May 9 to
provide tax services related to the Debtors' plan of
reorganization and emergence from Chapter 11.

As a result of a loss of key personnel in their tax department,
the Debtors lack the internal expertise to address the many plan
and emergence tax-related issues they will face without the
advice of outside professionals.

Deloitte Tax has substantial experience in providing plan and
emergence tax advice to Chapter 11 debtors and is well suited to
provide tax services to the Debtors.

Deloitte Tax will:

    (1) assist the Debtors' tax department with its overall
        coordination and management of the bankruptcy emergence
        process including tax bankruptcy work plan evaluation,
        management and execution;

    (2) provide tax consulting on settlement of prepetition
        claims, treatment of inter-company balances, asset
        dispositions, damages relating to rejected leases or
        other contracts, pending litigation or disputed claims,
        reduction in tax attributes and resulting deferred
        taxes, and determination of the availability,
        limitations, and preservation of tax attributes;

    (3) assist the Debtors in determining:

        (a) the likely amount of cancellation of indebtedness
            income;

        (b) the effect of tax attribute reduction for federal
            and state purposes;

        (c) whether an ownership change will occur as a result
            of the proposed Plan;

        (d) whether the Debtors would potentially qualify for
            and benefit from the special bankruptcy exceptions
            contained in Section 382(1)(5) and (1)(6) and
            applicable state tax laws;

    (4) assist the Debtors in evaluating the tax basis
        subsidiary stock under applicable consolidated return
        regulations and, if there is an excess loss of account
        with respect to the stock of any subsidiary, providing
        tax consulting to the Debtors regarding methods it may
        employ to minimize the income recognition related
        thereto;

    (5) advise the Debtors in their efforts to determine the tax
        treatment of postpetition interest and reorganization
        costs; and

    (6) document, as appropriate, the tax analysis, opinions,
        recommendations, conclusions, and correspondence for any
        tax issue or other tax matters.

The Debtors will pay Deloitte Tax according to these hourly
rates:

        Partners              US$485 to US$600
        Senior Managers       US$425 to US$500
        Managers              US$325 to US$425
        Senior Staff          US$230 to US$325
        Staff                 US$190 to US$230
        Paraprofessionals      US$80 to US$125

The Debtors will also reimburse Deloitte Tax for reasonable
expenses, including, without limitation, travel and delivery
services.

Stephen J. Burke, a partner of Deloitte Tax, assures the Court
that Deloitte Tax is a "disinterred person" within the meaning
of Sections 101(14) and 327(a) of the Bankruptcy Code.  Mr.
Burke says his firm holds no adverse interest to the Debtors.

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).




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FOSTER WHEELER: Unit Secures Coker Heater Contract from Bechtel
---------------------------------------------------------------
Foster Wheeler Ltd. disclosed that its subsidiary Foster Wheeler
USA Corporation, part of its Global Engineering and Construction
Group, has been awarded a contract for a new eight-drum delayed
coking unit to be installed as part of the Jamnagar Export
Refinery Project at the Reliance Petroleum Limited (RPL)
refinery in Jamnagar, Gujarat State, India.  The project will
approximately double the Reliance Group's crude refining
capacity.  The new refinery will be the largest single stream
petroleum refinery in the world.  Foster Wheeler's scope
includes process and detailed engineering for the new coker,
which is expected to commence operations in 2008.  Foster
Wheeler also designed Reliance's first refinery's existing
eight-drum coker, which is the world's largest operating coker
and started up in 1998.

The terms of the contract, which was awarded to Foster Wheeler
by Bechtel France, RPL's Design, Engineering, Procurement and
Construction Advisory Services contractor, were not disclosed.  
The award will be included in the company's second-quarter
bookings for 2006.

"We are very pleased that RPL has again selected Foster Wheeler
to engineer this project and supply our leading Selective Yield
Delayed Coking Process (SYDEC(SM)) technology," said Troy Roder,
president and chief executive officer of Foster Wheeler USA
Corporation.  "RPL's decision to repeat the successful Foster
Wheeler design for the world's largest coker confirms our
client's satisfaction with the quality and performance of our
licensed technology and RPL's confidence in our technical and
project execution expertise."

"We are very pleased with the performance of our existing coker
designed by Foster Wheeler and wanted to ensure similar success
for the new coker," commented Mr. A. Poddar, senior executive
vice president of projects for RPL.

Foster Wheeler's SYDEC(SM) process is a thermal conversion
process used by refineries worldwide to upgrade heavy residue
feed and process it into high value transport fuels.  The
SYDEC(SM) technology utilizes a low-pressure, low-recycle design
for achieving maximum liquid yields. By installing a SYDEC(SM)
unit in their refinery, the owner is able to process heavier
crudes, which sell at a discount to the benchmark light, sweet
crudes, therefore allowing the refiner to reap the benefit of
significant refining margins.  Foster Wheeler is a market leader
in delayed coking and has licensed more than 50 delayed coking
plants worldwide.

                     About Foster Wheeler

Headquartered in Hamilton, Bermuda, Foster Wheeler Ltd.
-- http://www.fwc.com/-- is a global company offering, through
its subsidiaries, a broad range of engineering, procurement,
construction, manufacturing, project development and management,
research and plant operation services.  Foster Wheeler serves
the refining, upstream oil and gas, LNG and gas-to-liquids,
petrochemical, chemicals, power, pharmaceuticals, biotechnology
and healthcare industries.

At Dec. 31, 2005, Foster Wheeler's balance sheet showed a
US$341,796,000 equity deficit compared to a US$525,565,000
equity deficit on Dec. 31, 2004.

                        *    *    *

As reported in the Troubled Company Reporter on May 25, 2006,
Standard & Poor's Ratings Services raised Foster Wheeler's
corporate credit rating to to B+ from B- and its senior secured
notes rating to B+ from CCC+.  At the same time, Standard &
Poor's assigned its 'BB-' bank loan rating and '1' recovery
rating to the company's five-year, US$250 million credit
facility due 2010.

                        *    *    *

On May 26, 2006, Moody's Investors Service upgraded Foster
Wheeler's corporate family rating to B1 from B3 and assigned
a Ba3 rating to FWC's US$250 million senior secured bank
revolving credit facility.  The rating outlook is changed to
Positive.


LANGBAR INTERNATIONAL: Investors Balk at Proposed Rescue Plan
-------------------------------------------------------------
Investors of Langbar International refused to support a rescue
and compensation plan proposed by the company on June 19, The
Daily Telegraph reports.

The Honorable Justice Lindsay of the High Court of England and
Wales ordered the company to return to the court with a special
scheme of arrangement backed by a majority of shareholders, the
paper states.

The company is currently under investigation by the Serious
Fraud Office in relation to the disappearance of the firm's
GBP365 million cash deposits in Banco do Brazil in Sao Paulo.

Under the deal, shareholders will receive 25% of any assets
recovered but only after GBP10 million has been secured, The
Telegraph relates.

According to the same report, the new Langbar directors, led by
new chairman David Buchler, has proposed the company's relisting
on the London-AIM stock exchange.  Mr. Buchler's proposed
shareholder agreement also allows for a GBP600,000 compensation
payment if his contract is terminated in the first year, and
will be reduced to GBP300,000 after three years, the paper
relates.

On June 14, the High Court found Langbar's former CFO Jean
Pierre Regli guilty of contempt after failing to comply with his
obligations under a Freezing Order dated Feb. 24, 2006.  Mr.
Regli was committed in absentia to six months in prison and is
believed to be in Switzerland.

On Feb. 10, Geoffrey Stuart Pearson resigned as the Board's
executive director as a result of the investigation.

A full-text copy of Langbar's Draft Scheme of Arrangement is
available at no charge at http://ResearchArchives.com/t/s?c27

                       About the Company

Headquartered in Bermuda, Langbar International Limited --
http://www.langbar.com/-- is an independent management and  
investment firm.  Formerly Crown Corporation, it was renamed
Langbar after Stuart Pearson became chief executive in June.
Langbar International operates internationally, and is listed in
London on the Alternative Investment Market of the London Stock
Exchange.  It has investments in Argentina, Canada, Russia,
Eastern Europe, Spain and Portugal.




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


PETROLEO BRASILEIRO: Will End Oil Operations in Bolivia
-------------------------------------------------------
Petroleo Brasileiro SA said in a statement that it would stop
its oil operations in Bolivia on July 1, in response to
Bolivia's oil nationalization decree implemented on May 1.

Bolivian state-run Yacimientos Petroliferos Fiscales Bolivianos
is now responsible for the domestic hydrocarbons sector, Petrol
World relates.

According to Petrol World, Petroleo Brasileiro has been greatly
affected by Bolivia's decision as the company produces about 60%
of the natural gas that Bolivia ships to Brazil.  The company's
unit had a five-year contract with Bolivia's government.

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+




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


BRASKEM SA: Achieves Full Compliance with Sarbanes-Oxley Act
------------------------------------------------------------
Braskem S.A.'s shares are listed on the BOVESPA in Sao Paulo and
the LATIBEX in Madrid, and now, the company's American
Depositary Receipts are listed in the New York Stock Exchange.  
As a result of this listing in the U.S., Braskem had to conduct
various analyses of its internal controls and implement new
processes to comply with Section 404 of the Sarbanes-Oxley Act
regarding internal controls over financial reporting in its
consolidated financial statements.  

Braskem has achieved full compliance with the requirements of
the Sarbanes-Oxley Act one year prior to the deadline
established by the U.S. Securities and Exchange Commission,
which has required foreign private issuers, such as Braskem, to
comply with these requirements by June 2007, when the Form 20-F
for the year ending December 31, 2006 (including U.S. GAAP
financial statements or a reconciliation of non-U.S. GAAP
financial statements to U.S. GAAP) is due.

                        About Braskem

Braskem -- http://www.braskem.com.br/-- is a thermoplastic
resins producer in Latin American, and is among the three
largest Brazilian-owned private industrial companies.  The
company operates 13 manufacturing plants located throughout
Brazil, and has an annual production capacity of 5.8 million
tons of resins and other petrochemical products.

                        *    *    *

As reported in the Troubled Company Reporter on April 10, 2006,
Fitch Ratings and Standard& Poor's Ratings Services assigned
these ratings to Braskem S.A.:

   Fitch Ratings Services:

     -- BB- on the proposed offering of US$200 million senior
        unsecured perpetual bonds to be issued.

   Standard & Poor's Ratings Services:

     -- BB on local- and foreign-currency corporate credit
        ratings; and

     -- BB on forthcoming US$200 million perpetual bonds.


COMPANHIA PARANAENSE: Buys 60% Stake in Araucaria for US$190MM
--------------------------------------------------------------
Companhia Paranaense de Energia aka Copel has purchased 60% of
UEG Araucaria from El Paso for US$190 million.  The deal, the
Latinlawyer says, ended a three and a half year dispute.

"The transaction put an end to litigation both at home and
internationally, and provided a commitment from Copel that
neither Araucaria nor Copel will file a complaint against El
Paso," explains Jose Lutz, in-house counsel to El Paso,
Latinlawyer relates.

Copel claimed Araucaria had breached the terms of a supply
contract.

"One of Copel's arguments was that there were technical problems
in the plant, so they stopped making payments to Araucaria.
Araucaria then filed an arbitration in Paris for breach of
contract, and Copel initiated lawsuits in Brazil to try to block
the arbitration," Mr. Lutz added.

According to Marcos Chaves Ladeira at Pinheiro Neto Advogados,
Copel's counsel: "Copel never argued against arbitration itself,
but merely pointed out the need of prior legislative approval
for a mixed capital company to resort to such a mechanism for
settlement of dispute."

Copel's purchase expands its stake in the plant from 20% to 80%,
with Petroleo Brasileiro SA controlling the remainder,
Latinlawyer says.   The power plant opened in 2002 but has never
operated commercially.

Copel's counsel can be reached at:

           Marcos Chaves Ladeira
           Pinheiro Neto Advogados
           SCS, Quadra 1, BL I, 6th andar
           Brasilia - DF
           70304-900 Brasil
           Tel: (55-61) 3312-9400
           Fax: (55-61) 3312-9444
           
                  -- or --
           
           Av. Nilo Pecanha, 11, 8th andar
           Rio de Janeiro - RJ
           20020-100 Brasil
           Tel: (55-21) 2506-1600
           Fax: (55-21) 2506-1660
           
                  -- or --
           
           R. Hungria, I, 100, Jd. Europa
           Sao Paulo
           01455-000 Brasil
           Tel: (55-11) 3247-8400
           Fax: (55-11) 3247-8600
           
                        About Copel

Headquartered in Parana, Brazil, COPEL aka Companhia Paranaense
de Energia SA -- http://www.copel.com/-- transmits and   
distributes electricity to more than 3 million customers in the
state of Paran and has a generating capacity of nearly 4,600 MW,
primarily from hydroelectric plants.  COPEL also offers
telecommunications, natural gas, engineering, and water and
sanitation services.  The company restructured its utility
operations in 2001 into separate generation, transmission, and
distribution subsidiaries to prepare for full privatization,
which has been indefinitly postponed.  In response, COPEL is
re-evaluating its corporate structure.  The government of Parana
controls about 59% of COPEL.

                        *    *    *

Copel's BRL100,000,000 debentures due March 1, 2007, is rated
Ba3 by Moody's.


COMPANHIA PARANAENSE: Sao Paulo Court Rejects Bid Appeal
--------------------------------------------------------
Companhia Paranaense de Energia aka Copel's appeal to bid today
for control of Companhia de Transmissao de Energia was rejected
by Sao Paulo's high court, Agencia Estado reports.

Copel, which is controlled by the Parana state government, is
prohibited by privatization law to participate in the bidding.

Copel argued that the purchase of Companhia de Transmissao is
essential for its expansion strategy in Brazil.  Copel runs
7,000km of transmission lines in Parana.  Companhia de
Transmissao operates 12,000km of transmission lines.

Headquartered in Parana, Brazil, COPEL aka Companhia Paranaense
de Energia SA -- http://www.copel.com/-- transmits and
distributes electricity to more than 3 million customers in the
state of Paran and has a generating capacity of nearly 4,600 MW,
primarily from hydroelectric plants.  COPEL also offers
telecommunications, natural gas, engineering, and water and
sanitation services.  The company restructured its utility
operations in 2001 into separate generation, transmission, and
distribution subsidiaries to prepare for full privatization,
which has been indefinitly postponed.  In response, COPEL is
re-evaluating its corporate structure.  The government of Parana
controls about 59% of COPEL.

                        *    *    *

Copel's BRL100,000,000 debentures due March 1, 2007, is rated
Ba3 by Moody's.


NOVELIS INC: Noteholders Organize to Negotiate Consent Terms
------------------------------------------------------------
The Ad Hoc Committee of Noteholders of Novelis Inc. (NYSE: NVL),
whose members are financial institutions which collectively hold
an aggregate of more than US$500 million of Novelis' publicly
issued 7.25% Senior Notes due 2015, organized to negotiate with
the company the terms of the noteholder consent solicitation.  
Collectively, the Committee holds substantially more than 25% of
the US$1.4 billion note issue, which is the amount necessary for
noteholders to accelerate the Notes.  The Committee believes
that the Company is in default in light of its inability to
remain current in the filing of public financial information as
required under the indenture for the Notes.

"The Ad Hoc Committee is interested in pursuing a constructive
dialogue for the benefit of all concerned, but the Committee
believes that the terms of the consent solicitation are
inadequate," J. Andrew Rahl, Jr. of Anderson Kill & Olick,
counsel to the Ad Hoc Committee, commented.  "In addition to
improved financial and other terms, the Committee is also
seeking greatly enhanced information regarding the Company's
financial position on a current unaudited basis until Novelis
completes its financial restatement."

Based in Atlanta, Georgia, Novelis Inc. (NYSE: NVL)(TSX: NVL) --
http://www.novelis.com/-- provides customers with a regional   
supply of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America, and South America.  The
company operates in 11 countries and has approximately 13,000
employees.  Through its advanced production capabilities, the
company supplies aluminum sheet and foil to the automotive and
transportation, beverage and food packaging, construction and
industrial, and printing markets.

Novelis South America operates two rolling plants and primary
production facilities in Brazil.  The company's Pindamonhangaba
rolling and recycling facility in Brazil is the largest aluminum
rolling and recycling facility in South America and the only one
capable of producing can body and end stock.  The plant recycles
primarily used beverage cans, and is engaged in tolling recycled
metal for our customers.

                        *    *    *

As reported in the Troubled Company Reporter on May 18, 2006,
Moody's Investors Service placed the ratings of Novelis Inc.,
and its subsidiary, Novelis Corporation, under review for
possible downgrade.  In a related rating action, Moody's changed
Novelis Inc's speculative grade liquidity rating to SGL-3 from
SGL-2.

While Moody's expects the company to file its Form 10Q for the
third quarter 2005 and restated second and first quarter 2005
Form 10Q's within the time frame provided by the fourth waiver,
the review is prompted by the company's further push-out of the
time frame in which the Form 10K for 2005 and the Form 10Q's for
each of the first three quarters of 2006 will be provided.

Novelis Corporation's Ba2 senior secured bank credit facility
rating was placed on review for possible downgrade.

Novelis Inc.'s Ba3 corporate family rating; Ba2 senior secured
bank credit facility and B1 senior unsecured regular
bond/debenture were placed on review for possible downgrade.


NOVELIS INC: Consent Solicitation Prompts S&P to Hold Ratings
-------------------------------------------------------------
Standard & Poor's Rating Services held its ratings on Novelis
Inc. on CreditWatch with negative implications, where they were
placed April 7, 2006, after the company announced that it is
soliciting consent from the holders of its US$1.4 billion 7.25%
senior notes for proposed amendments of the notes indenture, as
well as a waiver of default.

Novelis has breached a covenant in the notes indenture to file
reports on a timely basis, and the consent would give the
company until Dec. 31, 2006, to file its SEC reports.  The
company still faces a Sept. 30, 2006, deadline for filing its
2005 10-K and an Oct. 31, 2006, deadline for its first-quarter
2006 10-Q in accordance with a waiver received from its bank
lenders.

The short-term rating of 'B-2' on Novelis remained on
CreditWatch with negative implications, reflecting the company's
high degree of near-term financial risk caused by successive
breaches of covenants to file financial statements on a timely
basis, which have required the company to obtain waivers from
its lenders and have compelled it to seek consents from
noteholders.

"Successful completion of the notes consent and waiver -- along
with previously received waivers from its bank lenders -- would
reduce the risk of acceleration on the company's rated debt,"
said Standard & Poor's credit analyst Don Marleau.

Nevertheless, as with any reporting and filing issue, there
remains considerable uncertainty.

"Novelis' inability to obtain a waiver could result in a
technical default and acceleration of the notes, thus requiring
new financing under difficult conditions and increasing the risk
of the ratings being lowered," Mr. Marleau added.

Furthermore, the financial costs incurred to receive the waivers
are rising, which increases the probability that the company
could breach the interest coverage covenants in the next several
quarters.  Naturally, the breach of a financial covenant would
necessitate additional remedies and limit availability under its
US$500 million credit facility, thereby contributing to
protracted risk of acceleration through 2006 in the absence of
further waivers.

Notwithstanding the elevated financial risk stemming from
Novelis' technical default, the company has stated that it has
used free cash flow to pay down debt by more than US$300 million
in 2005 and an additional US$80 million in the first quarter of
2006.

Furthermore, the company expects to reduce debt by a total of
US$200 million-US$250 million in 2006.  Overall, the restatement
of the company's financial results were small, and had a
positive effect of US$11 million on net income in the first half
of 2005.

The CreditWatch on Novelis will likely be resolved only after
the company has become current with its reporting requirements
and the risk of acceleration has been substantially eliminated.  
The company has stated that it expects to file its 10-K
statements well before the Sept. 30, 2006, deadline.

Novelis South America operates two rolling plants and primary
production facilities in Brazil.  The company's Pindamonhangaba
rolling and recycling facility in Brazil is the largest aluminum
rolling and recycling facility in South America and the only one
capable of producing can body and end stock.  The plant recycles
primarily used beverage cans, and is engaged in tolling recycled
metal for our customers.


PETROLEO BRASILEIRO: H-Bio Production Will Reduce Diesel Imports
----------------------------------------------------------------
Petroleo Brasileiro S.A. aka Petrobras has conducted tests on
H-bio biodiesel production that could reduce diesel imports to
15%, equivalent to 250 million liters per year, Business News
Americas reports.

For this year, the Brazilian government expects to import about
1.7 billion barrels of diesel, BN Americas says.

H-bio is made up vegetable oil mixture, which is used to
increase the volume of cleaner diesel production in the
refineries, BN Americas says.

BN Americas relates that Petrobras aims to begin industrial
production at its Repar refinery in Parana, which has started
testing and developing the fuel in the last 18 months, before
the year ends.  Regap and Refap, the other two refineries of the
company is expected to start H-bio production by the end of
2007.  Total investment for the three refineries is about US$38
million.  

Petrobras intends for two other refineries to produce the H-bio
fuel by the end of 2008.  The conversion would entail a US$23
million investment and would further reduce diesel imports to
25%, BN Americas reports.


                  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+


SADIA SA: Launches New BRL60-Mil. Margarine Plant in Uberlandia
---------------------------------------------------------------
Sadia S.A. inaugurated on June 26, 2006, its new margarine plant
in Unberlandia, which has an investment of BRL60 million for its
construction.  It will be the first production facility of this
segment in the state of Minas Gerais.  

With a constructed area of 9,000 square meters, the margarine
plant has an initial production capacity of 4,500 tons per month
and will generate estimated annual revenues of BRL180 million.  
The new plant will produce the brands:

   -- Qualy,
   -- Qualy Light,
   -- Deline and
   -- Bom Sabor.

The new plant will create approximately 200 new direct jobs and
3,000 indirect ones. Moreover, Sadia expects an increase for the
demand of soybean oil, which will benefit producers in the state
of Minas Gerais.

Headquartered in Sao Paulo, Brazil, Sadia S.A. --
http://www.sadia.com-- operates in the agro industrial and food
processing sectors in Brazil and primarily produces a range of
processed products, poultry, and pork.  The company distributes
around 1,000 different products through distribution and sales
centers located in Brazil, Latin America, the Middle East, Asia,
and Europe.

                        *    *    *

As reported by Troubled Company Reporter on Feb. 1, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' foreign and
local currency corporate credit rating on Sadia S.A.  The
ratings affirmation followed Sadia's announcement of a Brazilian
reais 1.5 billion (about US$650 million) capital investment for
the construction of a new production plant in the Brazilian
state of Mato Grosso.  The outlook on the ratings is stable.

Investors Service assigned on April 4, 2006, a Ba2 global local
currency scale corporate family rating to Sadia.


VARIG S.A.: Barred From Using IATA's Ticket Clearing System
-----------------------------------------------------------
The International Air Transport Association banned VARIG S.A.
from using its ticket clearing system due to the airline's
failure to make payments, Bloomberg News reports, citing Folha
de S. Paulo.

According to Bloomberg, Folha reported it will be difficult for
other airline companies to accept VARIG's passengers as a result
of IATA's decision.

Among other things, IATA provides the means to settle all billed
items sent to and from airlines around the world.  IATA
represents some 260 airlines comprising 94% of international
scheduled air traffic, according to the Association's Web site.

                        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)


VARIG: Matlinpatterson Venture Offers to Buy Assets for US$500MM
----------------------------------------------------------------
Volo Logistics Brasil offered to acquire VARIG, S.A.'s entire
operations for US$500,000,000, after a Brazilian bankruptcy
court cancelled VARIG's sale to NV Participacoes.

Volo gave VARIG more than US$3,000,000 on June 26, 2006, to help
the airline pay its bills and avert a shutdown, Bloomberg News
reports, citing a Brazilian bankruptcy court as source.

Volo is owned by U.S. equity fund MatlinPatterson Global  
Advisors LLC and certain Brazilian investors.

Judge Luiz Roberto Ayoub of the 8th District Bankruptcy Court in
Rio de Janeiro, Brazil, called off the NVP transaction after NVP
failed to provide a US$75,000,000 deposit on June 23, 2006.

NVP, a company formed by VARIG pilots and flight attendants,
offered to buy VARIG's entire air transportation operations for
US$446,000,000.  NVP was the lone bidder at the airline's
June 8, 2006, auction.

Volo acquired VARIG's cargo transport unit, Varig Logistica
S.A., in January 2006.

Judge Maria de Lourdes Coutinho Tavares of the 7th District
Civil Court in Rio de Janeiro, Brazil, initially blocked the
VarigLog sale for violating foreign-ownership requirements.  
Under the country's civil aviation rules, foreign companies
cannot own more than 20% of an air carrier.

Brazil's National Civil Aviation Authority, however, cleared the
VarigLog deal on June 24, 2006, putting Volo in a position to
buy VARIG's assets, Pravda says.

Judge Ayoub will consider Volo's bid on June 29, 2006, according
to Bloomberg.  Judge Ayoub has told CBN radio in Brazil that he
will likely order another auction, instead of directly approving
a deal with Volo, AP relates.

A spokesperson for Volo told Bloomberg that Volo will deliver
US$20,000,000 to VARIG upon Court approval of the bid.

VARIG's shares rose to BRL2.39 at the close of trading on June
26 at the Sao Paulo Stock Exchange, up from BRL1.54 on June 23,
after Vovo announced its interest to buy the bankrupt carrier.

VARIG has already cancelled most of its flights.  The U.S.
Bankruptcy Court for the Southern District of New York will
convene a hearing on June 28, 2006, to consider implementation
of a contingency plan for VARIG to return leased aircraft.

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


VARIG S.A.: Ordered to Pay Arrears & Ground Nine ILFC Aircraft
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denies VARIG S.A. and its debtor-affiliates' request for an
extension of time to deliver payments to International Lease
Finance Corporation.

Judge Drain directs the Foreign Debtors to immediately remove
from commercial service and ground nine ILFC Aircraft:

       Aircraft Type         MSN       Registration
       -------------         ---       ------------
          777-200           28692      PP-VRB
          757-200           26250      PP-VTT
          757-200           26247      PP-VTQ
          737-700           30635      PR-SAF
          777-200           28689      PP-VRA
          757-200           26249      PP-VTS
          757-200           26248      PP-VTR
          737-700           28224      PR-SAG
          737-300           24961      PP-VOW

The Foreign Debtors had conceded that they were in arrears to
ILFC by at least US$1,672,096, including a US$200,000 rent
payment due on May 31, 2006.  The Foreign Debtors agreed to keep
ILFC current with respect to rent, maintenance and other
payments coming due between May 31 and June 13, 2006, and to pay
the Arrearages no later than June 13.

Accordingly, the U.S. Bankruptcy Court directed the Foreign
Debtors to pay ILFC the Arrearages and the Current Payments by
June 12, 2006.

Pursuant to Rule 59(e) of the Federal Rules of Civil Procedure,
the Foreign Debtors sought modification of the Order to extend
the time for payment of the Arrearages and Current Payments to
June 15, 2006.

ILFC and the Foreign Debtors consequently agreed that the
payments would be delivered by June 13, 2006.

ILFC, however, complained that no payment came from the Foreign
Debtors since June 5, 2006, and that a material amount of
Additional Rent has accrued.

Judge Drain now directs the Foreign Debtors to turn over the
ILFC Aircraft by June 30, 2006, to ILFC and take all actions
necessary and appropriate to:

   (i) cause the Aircraft to be deregistered from the Brazilian
       National Agency of Civil Aviation;

  (ii) procure final customs clearance for the Aircraft allowing
       the Aircraft to be exported from Brazil with Export
       Certificates of Airworthiness for the United States of
       America;

(iii) otherwise fully cooperate with ILFC in the process of the
       deregistration of the Aircraft with respect to all other
       actions necessary and appropriate to return the Aircraft
       to ILFC, including, but not limited to, ferry flights;
       and

  (iv) not later than July 16, 2006, return to ILFC all aircraft
       records relating to the ILFC Aircraft.

                 VARIG Still Not Following Orders

International Lease Finance Corporation asks Judge Drain to
enforce his order directing the Foreign Debtors to immediately
remove from commercial service and ground nine ILFC aircraft.

ILFC asks the U.S. Court to hold in contempt:

   (i) Eduardo Zerwes, the foreign representative of VARIG,
       S.A., and its affiliates,

  (ii) the Foreign Debtors,

(iii) Marcelo William Bottini, President of VARIG and Debtor
       Rio Sul Linhas Aereas S.A.,

  (iv) Paulo Mario Rossi, Director of Contracts and Purchasing
       of VARIG, and

   (v) Antonio Flavio Costa, Director of Maintenance of VARIG.

ILFC complains that the Foreign Representative, the Foreign
Debtors and the VARIG Officers continue to operate the nine ILFC
aircraft.

The daily damage to ILFC is not only the lost rent, but also the
depreciation of the ILFC Aircraft because the Foreign Debtors
continue to use them, Tracy L. Klestadt, Esq., at Klestadt &
Winters, LLP, says.  The damage exceeds US$3,000,000 per month,
or US$100,000 per day.

Because of the Foreign Debtors' terminal financial condition,
there is absolutely no prospect of receiving any payment for
rent and depreciation from the Foreign Debtors, Ms. Klestadt
points out.

ILFC asks Judge Drain to enter an Order:

   (i) adjudging the Contemnors in contempt for having willfully
       violated the terms of ILFC Return Orders;

  (ii) directing the Contemnors to comply with the terms of the
       ILFC Return Orders by removing the ILFC Aircraft from
       revenue service and returning them to ILFC;

(iii) assessing against the Contemnors, jointly and severally,
       a fine of US$500,000 per day until the ILFC Return Orders
       are complied with;

  (iv) directing the attachment of any funds of the Contemnors
       which can be located, including those held by the
       International Air Transport Association;

   (v) directing the United States Marshall to arrest any VARIG
       aircraft, which can be found in the United States;

  (vi) directing the Contemnors to pay all reasonable attorney's
       fees, costs and damages incurred by ILFC as result of the
       failure to comply with the ILFC Return Orders;

(vii) directing the U.S. Marshall to arrest and detain the
       Foreign Representative and the VARIG Officers.

                        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)




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


BRUNSWICK PARTNERS ONE: Declares Voluntary Liquidation
------------------------------------------------------
Brunswick Partners One Limited's shareholders decided on
April 24, 2005, to place the company in voluntary liquidation
under the Companies Law (2004 Revision) of the Cayman Islands.

Edward Allanby of Leman Management Limited was appointed as
liquidator to facilitate the winding up of Brunswick Partners
One's business.

The liquidator can be reached at:

           Edward Allanby
           Messrs. Maples and Calder
           P.O. Box 309, George Town
           Grand Cayman, Cayman Islands


BRUNSWICK PARTNERS SEVEN: Placed in Voluntary Liquidation
---------------------------------------------------------
Brunswick Partners Seven Limited's shareholders decided on
April 24, 2006, to place the company in voluntary liquidation
under the Companies Law (2004 Revision) of the Cayman Islands.

Edward Allanby of Leman Management Limited was appointed as
liquidator to facilitate the winding up of Brunswick Partners
Seven's business.

The liquidator can be reached at:

           Edward Allanby
           Messrs. Maples and Calder
           P.O. Box 309, George Town
           Grand Cayman, Cayman Islands

FAIRFIELD MASTER: Shareholders Declare Liquidation of Business
--------------------------------------------------------------
Fairfield Saxo Master Fund Ltd.'s shareholders decided on
June 13, 2006, to place the company in voluntary liquidation
under the Companies Law (2004 Revision) of the Cayman Islands.

Chris Humphries and Sophia A. Dilbert were appointed as
liquidators to facilitate the winding up of Fairfield Saxo
Master's business.

The liquidators can be reached at:

           Chris Humphries
           Sophia A.Dilbert
           c/o Messrs. Stuarts Walker Hersant, Attorneys-at-law
           P.O. Box 2510GT, Cayman Financial Centre
           36a Dr. Roy's Drive, George Town
           Grand Cayman, Cayman Islands


FAIRFIELD MASTER: Proofs of Claim Filing Will End on July 7
-----------------------------------------------------------
Fairfield Saxo Master Fund Ltd.'s creditors are required to
submit proofs of claim by July 7, 2006, to the company's
liquidators:

           Chris Humphries
           Sophia A.Dilbert
           c/o Messrs. Stuarts Walker Hersant, Attorneys-at-law
           P.O. Box 2510GT, Cayman Financial Centre
           36a Dr. Roy's Drive, George Town
           Grand Cayman, Cayman Islands

Creditors who are not able to comply with the July 7 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Fairfield Saxo's shareholders decided on June 13, 2006, to place
the company in voluntary liquidation under the Companies Law
(2004 Revision) of the Cayman Islands.


FAIRFIELD SAXO: Shareholders Declare Company's Liquidation
----------------------------------------------------------
Fairfield Saxo Fund Ltd.'s shareholders decided on
June 13, 2006, to place the company in voluntary liquidation
under the Companies Law (2004 Revision) of the Cayman Islands.

Chris Humphries and Sophia A. Dilbert were appointed as
liquidators to facilitate the winding up of Fairfield Saxo's
business.

The liquidators can be reached at:

           Chris Humphries
           Sophia A.Dilbert
           c/o Messrs. Stuarts Walker Hersant, Attorneys-at-law
           P.O. Box 2510GT, Cayman Financial Centre
           36a Dr. Roy's Drive, George Town
           Grand Cayman, Cayman Islands


FAIRFIELD SAXO: Creditors Must Submit Proofs of Claim by July 7
---------------------------------------------------------------
Fairfield Saxo Fund Ltd.'s creditors are required to submit
proofs of claim by July 7, 2006, to the company's liquidators:

           Chris Humphries
           Sophia A.Dilbert
           c/o Messrs. Stuarts Walker Hersant, Attorneys-at-law
           P.O. Box 2510GT, Cayman Financial Centre
           36a Dr. Roy's Drive, George Town
           Grand Cayman, Cayman Islands

Creditors who are not able to comply with the July 7 deadline
won't receive any distribution that the company will make.
Creditors are required to present proofs of claim personally or
through their solicitors.

Fairfield Saxo's shareholders decided on June 13, 2006, to place
the company in voluntary liquidation under the Companies Law
(2004 Revision) of the Cayman Islands.


INFOR GLOBAL: S&P Lowers Corporate Credit Rating to B- from B
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Alpharetta, Ga.-based Infor Global Solutions Holdings
Ltd. to 'B-' from 'B', and removed the rating from CreditWatch,
where it was placed with negative implications on May 15, 2006.  
The outlook is positive.
     
At the same time, Standard & Poor's assigned its 'B' rating and
'1' recovery rating to Infor's proposed US$2.15 billion first-
lien senior secured bank facility, indicating high expectation
for full recovery of principal in the event of a payment
default.

Standard & Poor's also assigned its 'CCC' rating and '5'
recovery rating to Infor's proposed US$1.675 billion senior
secured subordinated bridge facility, indicating expectation for
negligible (0%-25%) recovery of principal in the event of a
payment default.

Proceeds from the facilities, along with about US$192 million of
balance sheet cash, will be used to finance the acquisitions of
SSA Global Technologies Inc. and Systems Union Group PLC for a
total of approximately US$2.1 billion, including existing debt
at each company, and to refinance both Infor and Extensity
S.a.r.l.'s existing debt.
     
The lowering of the corporate credit rating reflects significant
execution risk given the size and scope of the proposed
acquisitions and a highly leveraged financial profile, even
assuming that Infor achieves significant cost synergies.  The
positive outlook reflects Standard & Poor's belief that the
ratings have upside over the longer term if the company is able
to successfully execute on its near- and intermediate-term
challenges and improve its debt leverage profile.
     
The ratings reflect Infor's limited track record following a
very aggressive acquisition strategy, and its high debt
leverage.  These factors are only partially offset by:

   -- a leading presence in its selected mid-market niche within
      the enterprise resource planning market,

   -- a largely recurring revenue base, and

   -- a diverse customer base.
     
Infor is a global provider of enterprise software applications
and services designed to increase operating efficiency and
productivity by automating key business processes.  The company
is focused primarily on mid-market customers within the discrete
manufacturing, process manufacturing, and distribution
verticals.  Pro forma for the proposed transaction, the company
will have US$3.675 billion in total funded debt.


INTREPID: Schedules Final Shareholders Meeting on Sept. 27
----------------------------------------------------------
Intrepid's final shareholders meeting will be at 10:00 a.m. on
Sept. 27, 2006, at:

           Suite #10, 2nd Floor
           Jack & Jill Building
           19 Fort Street, George Town
           Grand Cayman, Cayman Islands

These will be taken during the meeting:

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

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

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

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

The liquidator can be reached at:

           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


ORCHID ASIA: Shareholders Declare Voluntary Liquidation
-------------------------------------------------------
Orchid Asia, Ltd.'s shareholders decided on June 6, 2006, to
place the company in voluntary liquidation under the Companies
Law (2004 Revision) of the Cayman Islands.

Kent Huang was appointed as liquidator to facilitate the winding
up of Orchid Asia's business.

The liquidator can be reached at:

           Kent Huang
           Messrs. Maples and Calder
           P.O. Box 309, George Town
           Grand Cayman, Cayman Islands


ORCHID ASIA: Last Day to File Proofs of Claim Is on June 29
-----------------------------------------------------------
Orchid Asia Ltd.'s creditors are required to submit proofs of
claim by June 29, 2006, to the company's liquidator:

           Kent Huang
           P.O. Box 309, George Town
           Grand Cayman, Cayman Islands

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

Orchid Asia's shareholders agreed on June 6, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


ROCKSTONE ADVISORS: Holds Final Shareholders Meeting on Aug. 29
---------------------------------------------------------------
Rockstone Advisors Ltd.'s final shareholders meeting will be at
12:00 p.m. on Aug. 29, 2006, at:

           MBT Trustees (Cayman) Ltd.
           3rd Floor, Piccadilly Center
           Elgin Avenue George Town
           Grand Cayman, Cayman Islands

These will be taken during the meeting:

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

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

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

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

The liquidator can be reached at:

           Paolo Giacomelli
           MBT Trustees Ltd.
           P.O. Box 30622 SMB
           Grand Cayman, Cayman Islands
           Tel: (345) 945-8859
           Fax: (345) 949-9793/4


SHACKLETON RE: S&P Puts Low B Ratings on Three Term Loans
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
secured debt rating to Shackleton Re Ltd.'s proposed US$125
million Tranche A term loan and US$50 million Tranche B term
loan.
     
Standard & Poor's also assigned its 'BB+' senior secured debt
rating to Shackleton's proposed US$125 million Tranche C term
loan.
     
Shackleton is a special-purpose Cayman Islands exempted company
licensed as a restricted Class B insurer in the Cayman Islands.  
"The ratings are based on the modeled probability of
attachment," said Standard & Poor's credit analyst Gary
Martucci.  "Risk Management Solutions Inc.'s RiskLink Interim
Model was used to determine the probability of attachment of
each tranche."
     
The reinsurance agreement, which is effectively supported by the
proceeds from the issuance of the loans, will provide Endurance
Specialty Insurance Ltd. (A-/Positive/--) with a source of
index-based catastrophe coverage for hurricane and earthquake
events in the covered area.  For a hurricane event, the covered
area is the East and gulf coasts, along with the adjacent inland
states.  For an earthquake event, the covered area is
California.  Endurance and Shackleton will enter into a
reinsurance agreement that will establish the index-based
coverage.
     
After Shackleton borrows under the loans, it will invest the
proceeds in high-quality permitted investments within collateral
accounts.  There will be a separate collateral account for each
loan tranche. Shackleton will swap the total return of each
collateral account with Goldman Sachs International, which has
been guaranteed Goldman Sachs Group Inc. (A+/Positive/A-1), in
exchange for quarterly LIBOR-based payments minus a spread.  The
premium received by Shackleton pursuant to the reinsurance
agreement--combined with the payments received under the swap--
will be used to make the scheduled interest payments to the
lenders.  If there is a covered event, assets will be sold from
the related collateral account with the proceeds being
distributed to Endurance.  Principal on the loans will be paid
at maturity unless any covered event occurs.
     
Endurance will pay Shackleton an additional premium under the
reinsurance agreement that is intended to give Shackleton
proceeds to cover its up-front and ongoing expenses in
connection with this loan facility.
     
Standard & Poor's expects to affirm the ratings once the
transaction documents are received and reviewed and that there
will be no material changes to the modeled results as presented.
     



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


* COSTA RICA: May Export Increase 15.86% to US$8.49
---------------------------------------------------
Costa Rica's exports rose 15.86% to US$8.49 billion in May 2006,
compared with the same month in 2005, Inside Costa Rica reports.

The Foreign Trade Promoter or PROCOMER told Inside Costa Rica
that in May 2005, Costa Rica was able to sell US$4.464 billion
worth of products abroad.

The agricultural and industrial sectors generate most of the
sales, Marco Ruiz, Costa Rica's Foreign Trade Minister, told
Inside 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: Real Estate Market Grows Due to Listing Services
--------------------------------------------------------------
Costa Rica's real estate market continues to experience growth
mainly due to the addition of a sophisticated multiple listing
services.  These services provide a hub for buyers and sellers
to do real estate deals in Costa Rica.

Costa Rica's real estate boom has been driven by:

  -- a boost in foreign investment,

  -- luxury developments on many of the previously uninhabited
     beach towns, and
  
  -- simplified approaches to real estate.

Cities like Escazu -- a suburb of San Jose and home of many
political figures and affluent residents -- have seen the
condominium inventory triple in the last four years.  An
estimated US$100 million has been spent on commercial plazas
housing new restaurants and shopping destinations for the cities
residents.

The ability to easily locate property within one central
database provides prospective homebuyers with all the tools they
need in countries like the United States.  Before the launching
of EstateRealty.com -- which is now attracting realtors,
homeowners, and developers to list their properties -- Costa
Rica did not have a central database with the ability to service
the entire country in their real estate transactions.

Tim Schmidt, the president of EstateRealty, said, "We understand
the power of the Internet and how important it's become in this
day and age.  The vast majority of people start their search for
real estate on the Internet, and we realized someone needed to
pave the way for both buyers and sellers alike to help them in
their quest to buy or sell homes across Costa Rica."

With a strong Internet presence and cutting-edge technology,
EstateRealty.com's growing database of properties connects
interested parties from all over the world.

"We noticed that many companies in Costa Rica only sell certain
projects, or only represent select people, and additionally
prospective buyers did not have the tools to buy real estate
that are standard in other countries," Mr. Schmidt said.

Realtors, developers, homeowners, and investors can list their
land, homes, developments, or condominiums on the
EstateRealty.com website within minutes.  There is no cost
associated with listing property on the website unless the
company executes a successful sale of the property.

                     About EstateRealty.com

Based in Escazu, Costa Rica, EstateRealty.com services all of
Costa Rica in real estate transactions while assisting
prospective buyers from around the globe find their dream home
in 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




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


* CUBA: Posts 19% Boost in Trade Exchange
-----------------------------------------
Cuba's trade exchange increased by 19% in the first months of
the year, the country's news agency ACN reports, citing Raul de
la Nuez, the Foreign Trade Minister of Cuba.

Minister de la Nuez told ACN that these countries were the major
trade partners of Cuba:

   -- Venezuela,
   -- China,
   -- Spain, and
   -- Canada.

According to ACN the minister stressed the significance of
expanding commercial exchange between Cuba and other Caribbean
nations.

Manuel Madriz, the director of Association of Caribbean States
or ACS, told ACN that Expocaribe, Cuba's second largest
commercial fair, played a role in boosting regional commercial
relations.  

According to ACN, Expocaribe was launched earlier last week in
Santiago de Cuba, showcasing exhibits from more than 20 nations.  
Over 100 Cuban firms had participated the event, along with 80
companies from other nations in the Caribbean, South America and
Europe.

Minister de la Nuez stressed in an opening speech Expocaribe's
potential to attract business and commercial deals that would
add another boost to the Cuban economy, ACN states.  

ACN relates that, in the context of the fair, the International
Congress on Mango was also launched in Santiago de Cuba.  It was
participated by mango producers from:

   -- Cuba,
   -- Antigua and Barbuda,
   -- Dominican Republic,
   -- Venezuela,
   -- Italy,
   -- France, and
   -- Nigeria.

                        *    *    *

Moody's assigned these ratings on Cuba:

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


* CUBA: Delivers 8,000 Tons of Cement to Jamaica
------------------------------------------------
About 8,000 tons of cement from Cuba has reached Jamaican
shores, the Associated Press reports.

Phillip Paulwell, the minister of commerce in Jamaica, told the
AP that the cement is expected to help resolve a shortage that
has affected construction on the island.  

According to AP, the arrival of the shipment was delayed.  The
cement was expected two months ago.

Jamaica started talks with Cuba for the supply of cement after
the Caribbean Cement Company Limited -- the main local producer
-- suspended production temporarily in March due to claims of
substandard product, AP states.

                        *    *    *

Moody's assigned these ratings on Cuba:

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




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


FALCONBRDIGE: Merger Cues Fitch to Put Phelps' Ratings on Watch
---------------------------------------------------------------
Fitch has placed the Issuer Default Rating and debt ratings of
Phelps Dodge on Rating Watch Negative following its announcement
that it is purchasing Inco Limited and Falconbridge Limited.

Ratings affected are:

   -- Issuer Default Rating: 'BBB';
   -- Senior Unsecured Notes and Debentures: 'BBB'; and
   -- Bank Revolver: 'BBB'.

Additionally, Fitch has left Inco on Rating Watch Evolving
pending outcome of bids to acquire Inco as well Inco's bid to
acquire Falconbridge.

Ratings affected are:

   -- IDR: 'BBB-';
   -- Senior unsecured debt: 'BBB-';
   -- Bank Revolver: 'BBB-';
   -- Bank Term Loan 'BBB-'; and
   -- Subordinated Convertible Debentures 'BB+'.

On June 26, 2006, Phelps Dodge announced an agreement to acquire
Inco Limited under terms that allow Inco to increase its offer
for Falconbridge Limited.  Phelps Dodge 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 additional liquidity in support of its enhanced bid
for Falconbridge. Inco announced that the aggregate cash
component of its bid for Falconbridge is CDN7 billion.  Phelps
Dodge's offer for Inco is CDN17.50 per share cash plus 0.672
Phelps Dodge shares and is not conditioned upon Inco's
completing the acquisition of Falconbridge. Should Inco complete
the merger with Falconbridge and thereby increase its
outstanding shares by 216 million, the aggregate value of Phelps
Dodge's cash component would be CDN14 billion.  The Phelps Dodge
transaction is expected to close in September of 2006.

The amount of debt to be assumed by Phelps Dodge in the
transaction depends upon whether the Inco/Falconbridge merger
occurs and the cash generation of both companies over the
elapsed period.  Likewise, Phelps Dodge's financing needs will
be influenced by its cash generation over the short term.

Results of the three companies continue to benefit from strong
metals prices.  Metals prices in 2006 have been stronger than
expected and markets look to be resilient over the short to
medium term.


FALCONBRIDGE: Merger Cues Moody's to Review Unsec. Debt Rating
--------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the Baa2 Senior Unsecured and (P) Baa3 Preferred
ratings of Phelps Dodge Corporation and the Baa3 Senior
Unsecured and Ba1 Subordinated debt ratings of Inco Limited.  
Moody's also continued the review for possible downgrade of
Falconbridge's Senior Unsecured rating.  The review was prompted
by the joint announcement of Phelps Dodge, Inco and Falconbridge
that they have agreed to combine in a friendly merger.  Phelps
Dodge and Inco have also agreed to combine in a two-way merger
in the event that Inco is not successful in acquiring
Falconbridge.  At the same time, Inco announced that it has
increased its bid for Falconbridge.  The companies have arranged
approximately US$22 billion in debt facilities to fund both the
contemplated transactions and up to US$5 billion share
repurchase.

The combination will be funded by a significant amount of new
debt and Moody's is concerned about the combined company's
financial position should metals prices retreat from their
currently very high levels. Moody's is also concerned that the
underlying corporate structure may result in the existing debt,
as well as various tranches of new debt, not being pari passu.

On Review for Possible Downgrade:

   Cyprus Amax Minerals Company

      -- Senior Unsecured Regular Bond/Debenture, Placed on
         Review for Possible Downgrade, currently Baa2

   Inco Limited

      -- Corporate Family Rating, Placed on Review for Possible
         Downgrade, currently Baa3;

      -- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on
         Review for Possible Downgrade, currently Baa3;

      -- Senior Unsecured Regular Bond/Debenture, Placed on
         Review for Possible Downgrade, currently Baa3; and

      -- Subordinated Conv./Exch. Bond/Debenture, Placed on
         Review for Possible Downgrade, currently Ba1.

   PD Capital Trust I

      -- Preferred Stock Shelf, Placed on Review for Possible
         Downgrade, currently (P)Baa3

   PD Capital Trust II

      -- Preferred Stock Shelf, Placed on Review for Possible
         Downgrade, currently (P)Baa3

   Phelps Dodge Corporation

      -- Junior Preferred Stock Shelf, Placed on Review for
         Possible Downgrade, currently (P)Ba1;

      -- Junior Subordinated Shelf, Placed on Review for
         Possible Downgrade, currently (P)Baa3;

      -- Preferred Stock Shelf, Placed on Review for Possible
         Downgrade, currently (P)Ba1;

      -- Preferred Stock 2 Shelf, Placed on Review for Possible
         Downgrade, currently (P)Ba1;

      -- Senior Unsecured Regular Bond/Debenture, Placed on
         Review for Possible Downgrade, currently Baa2; and

      -- Senior Unsecured Shelf, Placed on Review for Possible
         Downgrade, currently (P)Baa2.

Outlook Actions:

   Cyprus Amax Minerals Company

      -- Outlook, Changed To Rating Under Review From Stable

   Inco Limited

      -- Outlook, Changed To Rating Under Review From
         Developing

   PD Capital Trust I

      -- Outlook, Changed To Rating Under Review From Stable

   PD Capital Trust II

      -- Outlook, Changed To Rating Under Review From Stable

   Phelps Dodge Corporation

      -- Outlook, Changed To Rating Under Review From Stable

Withdrawals:

   Inco Limited

      -- Issuer Rating, Withdrawn, previously rated Baa3

Also on Review for Possible Downgrade:

   Falconbridge Limited

      -- Senior Unsecured, currently Baa3 (placed under review
         on May 17, 2006).

The review will focus on:

    1) the plan to reduce debt from internally generated cash
       flow, the timeframe involved, and Moody's view of the
       ability of the company to do so under various metals
       price assumptions. Moody's will also consider,

a) the company's ability to derive targeted synergies,
b) capital expenditure plans, and
c) various scenarios for both operating and development
   costs;

    2) whether the company has any current or contingent plans
       to reduce debt from asset sales; and

    3) the legal and capital structure of the combined companies
       and whether any of the existing or new debt is
       structurally subordinated.

The outcome of the review could result in the debt of the
combined company being downgraded to non-investment grade
status, which, in Phelps Dodge's case, would be a downgrade of
two notches.  It is also possible that the debt of the various
entities may not be rated identically, depending on its ultimate
placement in the corporate structure.  It is unlikely that the
Baa2 senior unsecured rating of Phelps Dodge would be confirmed,
but it is possible that it would be lowered only one notch, to
Baa3.

Moody's notes that there is no certainty that the proposed
transactions will be completed.  Falconbridge is the subject of
a hostile, all-cash takeover bid by Xstrata, and Inco is the
subject of a hostile cash and share takeover bid by Teck
Cominco, conditional on Inco's acquisition of Falconbridge not
succeeding.  There could be other bids involving these and
perhaps other companies.  The final ratings applicable to the
debt of Phelps Dodge, Inco and Falconbridge will depend on the
final structure of any transaction consummated.

Phelps Dodge is a Phoenix based producer of copper and
molybdenum and had revenues in 2005 of US$7.1 billion.  Inco is
a Toronto-based producer of nickel and copper and had revenues
in 2005 of US$4.5 billion.  Falconbridge Limited is a Toronto-
based producer of copper, nickel, zinc and aluminum and had
revenues in 2005 of US$8.1 billion.


FALCONBRIDGE: Phelps Dodge Merger May Upgrade S&P's Ratings
-----------------------------------------------------------  
Standard & Poor's Ratings Services revised the CreditWatch
implications on Inco Ltd. and Falconbridge Ltd. to positive from
developing, reflecting the increased likelihood that the ratings
will be raised after the two companies announced a friendly
three-way merger with Phelps Dodge Corp. (BBB/Stable/A-2).
     
"Should the three-way transaction be completed as announced, the
'BBB-'ratings on both Inco and Falconbridge will be equalized at
'BBB' with a positive outlook along with the ratings on their
parent, Phelps Dodge," said Standard & Poor's credit analyst Don
Marleau.  In the event only a two-way transaction between Phelps
Dodge and Inco is consummated, the ratings on Inco would be
raised to 'BBB' with a stable outlook.
     
The ratings remain on CreditWatch because of the protracted
uncertainty around the various takeover scenarios, including the
unknown responses of Teck Cominco Ltd. (BBB/WatchNeg/--) and
Xstrata PLC ((parent of Xstrata Queensland Ltd.
(BBB+/WatchNeg/--)) in their respective hostile takeover bids of
Inco and Falconbridge.


* DOMINICAN REPUBLIC: Seeks Taiwan Funding for Power Plants
-----------------------------------------------------------
The Dominican Republic is looking for Taiwan investments for the
construction of two electricity power plants, Dominican Today
reports, citing Victor Sanchez, the country's ambassador in
Taiwan.

According to Dominican Today, the two plants are valued at
US$1.2 billion.  Mr. Sanchez said that the plants cost US$600
million each.

Mr. Sanchez told Dominican Today that he would like President
Leonel Fernandez to discuss the issue with Taiwan's President
Chen Shui-bian.  

Dominican Today relates that President Fernandez was invited by
President Chen during the latter's visit to the Dominican
Republic in 2005.  President Fernandez was expected to arrive in
Taiwan on June 26.

To alleviate an electricity shortage, the Dominican Republic
needed two 600-megawatt electricity stations to alleviate a
chronic electricity shortage, Dominican Today states, citing Mr.
Sanchez.

"I hope Taiwan can solve the problem of electricity in the
Dominican Republic.  As ambassador of the Dominican Republic in
Taiwan, I hope the Taiwan government can help our government to
finance the plants and solve the problem," Mr. Sanchez told
Dominican Today.

                        *    *    *

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.




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


* HONDURAS: Plans to Tender All Refined Oil Requirements
--------------------------------------------------------
The government of Honduras plans to tender the purchase of all
refined oil requirements for the country, to be delivered to the
Honduran ports of Puerto Cortes and Tela on the Caribbean, and
San Lorenzo.  Duration of the contract will be a minimum of one
year.

Tender documents will be made available in the next 15 to 45
days to all qualified interested suppliers.

Products to be included in this tender are:

  -- liquefied petroleum gas or LPG,
  -- distillates,
  -- unleaded motor gasoline, and
  -- fuel oil.

These are the yearly volumes, with precise volumes by product to
be confirmed in the tender invitation:

   -- LPG (70/30 or 60/40 split, propane/butane): 980,000
      barrels,

   -- Diesel: 5,250,000 barrels,

   -- Avjet and Kerosene: 350,000 barrels,

   -- Unleaded motor gasoline: 2,750,000 barrels, and

   -- Fuel oil: 6,000,000 barrels.

Suroil, Inc., of Coral Gables, Florida, administers the
implementation of the tender process.  

Robert Meyeringh, Suroil's managing director, has indicated that
any parties interested in being added to the existing list of
potential suppliers should contact:

      Gerardo Pelen,
      Technical Manager in Honduras
      Suroil
      Telephone No.: 504-238-3883 / 3897 / 3962 / 3970
      Cellular Phone No.: 504-992-6163
      Fax 504-238-3972
      E-mail: opshond@suroil.com

                        *    *    *

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


KAISER ALUMINUM: Wants US$78-Mil Deal with CNA Insurers Approved
----------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Kaiser Aluminum Corporation and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
approve their settlement agreement with:

    -- Continental Casualty Company;
    -- Columbia Casualty Company;
    -- Transcontinental Insurance Company; and
    -- Continental Insurance Company and the formerly related
       Harbor Insurance Company.

In May 2000, Kaiser Aluminum & Chemical Corp. instituted an
insurance coverage action against the CNA Related Companies and
other insurers before the Superior Court of California for the
County of San Francisco.  KACC sought:

   (1) a declaratory judgment that the insurers are obligated to
       cover the asbestos-related bodily injury products that
       have been asserted against KACC; and

   (2) damages for breach of contract and breach of the covenant
       of good faith and fair dealing against several of the
       insurers.

The CNA Related Companies issued 18 policies that provide KACC
insurance coverage that spans the period from 1978 to 1985.  The
CNA Related Companies issued other policies, which are not
involved in the Coverage Action.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that the Debtors and the CNA
Related Companies have engaged in negotiations to resolve their
dispute regarding the Subject Policies.

Pursuant to the Settlement Agreement, the CNA Related Companies
agree to make a US$77,750,000 settlement payment.  The CNA
Related Companies will deliver US$7,775,000 not later than June
1 each year from 2007 to 2016.

Payment will be made to U.S. Bank National Association, as
settlement account agent, unless a Trigger Date has occurred, in
which case, payment will be made to the Funding Vehicle Trust.

The Trigger Date is the day that the last of these events has
occurred:

     * the order approving the Settlement Agreement becomes a
       Final Order; and

     * the occurrence of the Plan Effective Date.

Other terms of the Settlement Agreement are:

   (a) The CNA Related Companies, their parents, affiliates and
       employees will receive all the benefits of being
       designated as a Settling Insurance Company in the Plan,
       including the benefits of the Personal Injury Channeling
       Injunctions;

   (b) The KACC Parties will release all their claims under the
       Subject Policies and certain other rights under the Other
       CNA Parties Policies;

   (c) Effective on the Trigger Date, the KACC Parties will have
       no insurance coverage from any of the CNA Parties under
       the Subject Policies or the Other CNA Parties Policies
       with respect to any past, present or future tort claims;

   (d) If any claim is brought against any of the CNA Related
       Companies that is subject to a PI Channeling Injunction,
       the Funding Vehicle Trust will establish that the claim
       is enjoined as to the CNA Parties; and

   (e) The CNA Parties will not seek from any entity other than
       its reinsurers or retrocessionaires:

       * reimbursement of any payments that they are obligated
         to make under the Settlement Agreement; or

       * any other payments the CNA Related Companies have made
         to or for the benefit of KACC or, upon its creation,
         the Funding Vehicle Trust, under the Subject Policies,
         whether by way of contribution, subrogation,
         indemnification or otherwise.

       In no event will the CNA Parties make any claim for or
       relating to insurance, reinsurance or retrocession
       against any KACC Party.

The Settlement Agreement also contains certain rights to
adjustment of the Settlement Amount if asbestos litigation is
enacted into law prior to the time that the last scheduled
payment is due from the CNA Related Companies.

If the legislation eliminates the obligation of the Funding
Vehicle Trust, the Asbestos PI Trust and the KACC Parties to
make payments to all holders of Asbestos PI Claims, the CNA
Related Companies will have no obligation to make any additional
payments not yet due under the Settlement Agreement.  However,
the CNA Related Companies will continue to make the payment
equivalent to 6% of the amount owed to the Silica PI claims,
unless the Asbestos Legislation also eliminates the obligation
of the Silica PI Trust, the Funding Vehicle Trust and KACC.

If the asbestos legislation is enacted then ceases to be in
force and effect, the CNA Related Companies' obligation to pay
the remaining Settlement Amount will be reinstated nunc pro tunc
to the time of the enactment, unless the CNA Related Companies
demonstrate to the Court that the balance should be adjusted.
       
                Agreements with Other Insurers

According to Ms. Newmarch, the Settlement Agreement also permits
the CNA Related Companies to continue pursuing their appeal from
the District Court's May 11, 2006 order affirming the Plan
Confirmation Order, provided that they can obtain amendments to
the settlement agreements between the KACC Parties and:

   (a) certain underwriters;
   (b) members or names at Lloyd's, London;
   (c) certain London Market Companies;
   (d) the AIG Parties; and
   (e) the ACE Related Companies.

The previous settlement agreements require, as part of the
Trigger Date that the Confirmation Order be a Final Order before
the insurers' obligations to pay their settlement amounts are
triggered or the insurers' payments passes to the Funding
Vehicle Trust.

If the amendments are obtained, the applicable Trigger Date
would be the later of the date that the order approving the
applicable settlement agreement becomes a Final Order and the
Plan becomes effective.

If the Previously Settling Insurers agree to the amendments, the
final resolution of the CNA Related Companies' Appeal will no
longer be a condition precedent to the Previously Settling
Insurers' payment of more than US$875,000,000 in settlement
proceeds for the benefit of Channeled PI Claims.

If the conditions are met and the Affirmance Order is ultimately
affirmed or upheld, the CNA Related Companies must pay an
additional US$1,000,000 within 60 days after the entry of a
final order in the Appeal.  

Ms. Newmarch clarifies that the CNA Related Companies'
obligations under the Settlement Agreement will not be affected
by the Appeal.

                   About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading   
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company, along with its Jamaican subsidiaries
-- Alpart Jamaica Inc. and Kaiser Jamaica Corporation -- filed
for chapter 11 protection on Feb. 12, 2002 (Bankr. Del. Case No.
02-10429), and has sold off a number of its commodity businesses
during course of its cases.  Corinne Ball, Esq., at Jones Day,
represents the Debtors in their restructuring efforts. Lazard
Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube,
III, Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss,
Hauer & Feld, LLP, and William P. Bowden, Esq., at Ashby &
Geddes represent the Debtors' Official Committee of Unsecured
Creditors.  On June 30, 2004, the Debtors listed US$1.619
billion in assets and US$3.396 billion in debts.  (Kaiser
Bankruptcy News, Issue No. 99; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


MIRANT CORP: Pirate Capital Suggests International Assets Sale
--------------------------------------------------------------
Investment firm Pirate Capital has recommended Mirant
Corporation -- the parent firm of the Jamaica Public Service
Company -- to sell its international assets, Radio Jamaica
reports.

Radio Jamaica relates that Pirate Capital advised Mirant to
increase its stock price to US$40 by the end of 2006 or put
itself up for sale.  Mirant could sell its international assets
to raise cash.

According to Radio Jamaica, Pirate Capital was among several
hedge funds that had pressured Mirant to cancel an unsolicited
US$8 billion takeover offer for NRG Energy Incorporated.

A spokesperson from Mirant refused to make a comment on the
recommendation, Reuters relates.

The proposals may be discussed during a Wednesday meeting of
Pirate Capital and Mirant executives, Radio Jamaica states.

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

                        *    *    *

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


* JAMAICA: Receives 8,000 Tons of Cement from Cuba
--------------------------------------------------
Jamaica has received a shipment of 8,000 tons of cement from
Cuba, the Associated Press reports.

Phillip Paulwell, the minister of commerce in Jamaica, told the
AP that the cement is expected to help resolve a shortage that
has affected construction on the island.  

According to AP, the arrival of the shipment was delayed.  The
cement was expected two months ago.

Jamaica started talks with Cuba for the supply of cement after
the Caribbean Cement Company Limited -- the main local producer
-- suspended production temporarily in March due to claims of
substandard product, AP states.

                        *    *    *

On May 26, 2006, Moody's Investors Service upgraded Jamaica's
rating under a revised foreign currency ceiling:

   -- Long-term foreign currency rating: Ba3 from B1 with
      stable outlook.




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


GRUPO MEXICO: Will Appeal on Antitrust's Rejection of Merger
------------------------------------------------------------
Grupo Mexico SA de C.V., told the Associated Press that it would
make an appeal on the decision of Federal Competition Commission
or CFC -- the Mexican antitrust agency -- to reject the
company's bid to merge its railroad Infraestructura y
Transportes Ferroviarios with Ferrosur SA.

Juan Rebolledo, Grupo Mexico's vice president for international
affairs, told AP that the company is considering an appeal and
may also bring the matter to court.

As reported in the Troubled Company Reporter-Latin America on
June 27, 2006, CFC rejected Grupo Mexico's merger request after  
Kansa City Southern pointed out that the move would hurt
competition.  CFC ruled that the merger would give Grupo Mexico
dominance in Mexican regions like Mexico City as well as in the
Veracruz port.  Grupo Mexico insisted that the merger is
necessary for Ferromex, which it had acquired from Carlos Slim,
to compete in the rail sector as Kansas City Southern enjoys
advantages of a seamless network between the US and Mexico.

"We still believe we can fight it.  It would be a loss of
competition in the railway industry," Mr. Rebolledo told AP.

Grupo Mexico expects to receive details on CFC's resolution on
Friday, AP relates, citing Mr. Rebolledo.  CFC has not yet told
Grupo Mexico the reasons behind the ruling.

Mr. Rebolledo told AP, "Until we see the resolution, we don't
know if we have to do something about that."

Mr. Rebolledo said that Grupo Mexico will continue operating
Ferrosur, AP states.  

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.


MERIDIAN AUTO: Creditor Constituents Support Reorganization Plan
----------------------------------------------------------------
Meridian Automotive Systems, Inc., reached a consensual
agreement with its major creditor constituency classes and will
be filing a Third Amended Plan of Reorganization and an Amended
Disclosure Statement with the United States Bankruptcy Court for
the District of Delaware in the near future to reflect the new
arrangement.  Therefore, Meridian asked the U.S. Bankruptcy
Court for the District of Delaware to continue the Disclosure
Statement hearing starting June 27, 2006, until July 17, 2006.

"We are extremely pleased to have achieved a consensual plan
supported by our major creditor constituencies," Richard E.
Newsted, Meridian's President and CEO, said.  "This will enable
us to emerge from Chapter 11 in a quick, uncontested and orderly
manner.  We also are committed to completing the remaining steps
to emerge from Chapter 11 as efficiently as possible."

                  About Meridian Automotive

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies    
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and
other interior systems to automobile and truck manufacturers.  
Meridian operates 22 plants in the United States, Canada and
Mexico, supplying Original Equipment Manufacturers and major
Tier One parts suppliers.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 26, 2005 (Bankr. D.
Del. Case Nos. 05-11168 through 05-11176).  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan
Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S.
Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq.,
and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  Eric
E. Sagerman, Esq., at Winston & Strawn LLP represents the
Official Committee of Unsecured Creditors.  The Committee also
hired Ian Connor Bifferato, Esq., at Bifferato, Gentilotti,
Biden & Balick, P.A., to prosecute an adversary proceeding
against Meridian's First Lien Lenders and Second Lien Lenders to
invalidate their liens.  When the Debtors filed for protection
from their creditors, they listed US$530 million in total assets
and approximately $815 million in total liabilities.


PIER 1: Board Declares US$0.10 Per Share Quarterly Cash Dividend
----------------------------------------------------------------
Pier 1 Imports, Inc.'s Board of Directors has declared a
quarterly cash dividend of US$0.10 per share on the company's
outstanding shares of common stock.

The US$0.10 per share dividend is payable August 16, 2006, to
record shareholders of the company's outstanding common stock on
August 2, 2006.

Pier 1 Imports, Inc. (NYSE:PIR)  -- http://www.pier1.com/-- is  
a specialty retailer of imported decorative home furnishings and
gifts with Pier 1 Imports(R) stores in 49 states, Puerto Rico,
Canada, and Mexico and Pier 1 kids(R) stores in the United
States.

                         *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Standard & Poor's Ratings Services' 'B' corporate credit and
'B-' unsecured debt ratings on Fort Worth, Texas-based Pier 1
Imports Inc. remained on CreditWatch with negative implications.




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


* NICARAGUA: Insurance Sector Posts NIO55.8M Profits in 5 Mos.
--------------------------------------------------------------
The insurance sector of Nicaragua posted NIO55.8 million profits
in the January-May period in 2006, rising 103% from NIO27.5
million in the same period last year, regulator SIBOIF told
Business News Americas.

According to BNamericas, the growth was due to:

    -- higher premiums,
    -- investment income, and
    -- foreign exchange (forex) gains.

BNamericas reports that the insurance sector's net premiums rose
16% to NIO654 million.  Financial gains increased four times to
NIO27.1 million.  

Higher administrative expenses and claims made the technical or
operating result decrease 33.5% to NIO14.3 million, BNamericas
states.  

Forex gains were NIO9.37 million, about 22% higher compared with
that of the same period in 2005.  High investment income and
forex gains had led to NIO50 million earnings in 2005, about 25%
higher compared to the same period in the previous year,
BNamericas reports.

                        *    *    *

Moody's Investor Service assigned these ratings to Nicaragua:

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




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


ADELPHIA COMMS: Files Modified Plan of Reorganization
-----------------------------------------------------
Adelphia Communications Corporation executed amendments to its
purchase agreements with Time Warner NY Cable and Comcast and is
filing a modified Chapter 11 bankruptcy Plan of Reorganization
with the U.S. Bankruptcy Court for the Southern District of New
York relating to the two joint ventures it holds with Comcast
Corporation.

Adelphia's Third Modified Fourth Amended Joint Plan of
Reorganization includes changes intended to facilitate
confirmation by addressing certain concerns expressed by various
bankruptcy constituents of the joint ventures, including their
prepetition lenders and the Creditors' Committee.  The execution
of the amendments to the purchase agreements and the filing of
the modified Plan are a further step in facilitating completion
of the sale of substantially all of Adelphia's assets to Time
Warner NY Cable and Comcast as expeditiously as possible.

As reported in the Troubled Company Reporter on June 9, 2006,
under the expedited sale process, Adelphia's majority interests
in the joint ventures, Parnassos and Century-TCI, will be sold
to Comcast in connection with a confirmed Chapter 11 Plan of
Reorganization that provides for payment in full to the
creditors of the joint ventures, while substantially all of
Adelphia's remaining cable assets will be sold to Comcast and
Time Warner NY Cable under a court-approved asset sale under
Section 363 of the Bankruptcy Code.  The sales of both the joint
venture interests and the remaining Adelphia assets are
conditioned on one another and expected to occur
contemporaneously.

In a ruling on June 16, 2006, the Court approved amended sale
procedures relating to the Section 363 sale process.  On
June 21, 2006, Adelphia, Time Warner NY Cable and Comcast
entered into amendments to their respective purchase agreement,
as well as a Registration Rights Letter Agreement substantially
in the forms previously filed with the Bankruptcy Court.  These
agreements provide for certain amended terms required under the
expedited sale transaction process.  The termination and breakup
fee provisions included in the amendments to the purchase
agreements were approved in the June 16 ruling.  The Court must
approve other terms in these amendments, including the sale of
the assets under Section 363 of the U.S. Bankruptcy Code.  The
hearings to approve the terms, and to confirm the modified plan
of reorganization relating to the two joint ventures, are
expected to be held in late June 2006.

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

A full-text copy of the Company's Third Modified Fourth Amended
Joint Plan of Reorganization is available for free at:

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

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

            http://ResearchArchives.com/t/s?c1d   

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

            http://ResearchArchives.com/t/s?c18

                       About Adelphia

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


ADELPHIA COMMS: Parties Object to Stipulation with Bank Lenders
---------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates
amended their stipulation with:

    -- the Ad Hoc Committee Of FrontierVision Noteholders
    -- the Ad Hoc Committee Of Acc Senior Noteholders
    -- the Ad Hoc Committee Of Arahova Noteholders
    -- W.R. Huff Asset Management Co., LLC, and
    -- Ft. Myers Noteholders,

to provide, among others, that other than as provided for in the
Second Modified Fourth Amended Joint Plan of Reorganization for
the Century-TCI Debtors and the Parnassos Debtors with respect
to the pending motion of the Creditors' Committee to holdback
distributions to the bank lenders and the Bank Lender Avoidance
Complaint, no party-in-interest will have the right or be
permitted to seek to disgorge or holdback payments made to
creditors of the Century-TCI Debtors and Parnassos Debtors.

A full-text copy of the Amended Stipulation is available for
free at http://bankrupt.com/misc/adelphia_amendedJVstip.pdf

               Objections to Stipulation

(1) Calyon New York Branch

Calyon, a creditor of each of the Century-TCI Debtors and the
Parnassos Debtors, notes that by the Stipulation, bondholders
involved in the litigation of the Order in Aid Issues intend to:

    (a) have the Court, in advance of evidentiary showing, find
        and conclude that the Joint Venture Plan is feasible
        with respect to payments to the creditors of the JV
        Debtors as provided for in the Joint Venture Plan;

    (b) cause the waiver by "all parties" of any objection to
        "the findings of fact, conclusions of law or objections
        to confirmation of the Joint Venture Plan" in conflict
        with the requested finding and conclusion;

    (c) preclude the presentation by any "party in interest" of
        evidence or testimony, or to take any discovery, with
        respect to an Order In Aid Issue;

    (d) deem inadmissible in any future proceeding in the
        Debtors' Chapter 11 cases any evidence introduced by the
        Debtors (including non-party Debtors) to demonstrate
        that the Joint Venture Plan should be confirmed or by
        the non-party bondholders in response to that evidence;
        and

    (e) create the fiction of effecting distributions and
        leaving unimpaired the equity interests under the Joint
        Venture Plan while determining in the future allocation
        of value issues as if the Joint Venture Plan had never
        been consummated.

Andrew P. Brozman, Esq., at Clifford Chance US LLP, in New York,
notes that these non-parties to the JV Debtor confirmation
process "seek to effect this extraordinary and blanket scripting
of that process and curtailment of basic rights of actual JV
Debtor creditors to appear and to be heard without so much as a
motion, an articulated written rationale, or the support of
law."

"Should the strangers to the JV Debtor confirmation process wish
to ensure that the rights in the 'MIA Process' as among
themselves will not be affected by the confirmation of the Joint
Venture Plan, we would find no need to object.  However, once
non-parties purport to define for actual parties to the JV
Debtor estates what they may or may not do in the prosecution or
defense of their rights and to define for the Court what it may
and what it may not find and conclude on the basis of an
undeveloped record, they overstep both the limits of their
entitlements and of the Court's power to entertain them," Mr.
Brozman asserts.

Calyon contends that it has a clear right to appear and to be
heard on all issues concerning the confirmation of the Joint
Venture Plan.  Moreover, Calyon points out, it has the right to:

    * object to confirmation on any ground cognizable by law or
      predicated on relevant fact;

    * offer for introduction into evidence testimony and other
      information that it believes germane to the reasonable
      advocacy of its objections;

    * pursue contested matter discovery in pursuit of
      information likely to lead to admissible evidence;

    * findings of fact and conclusions of law reflective of the
      record of the confirmation proceedings and as reasonably
      found and determined by the Court; and

    * rely on the confirmation order containing those findings
      and conclusions as res judicata as to issues addressed or
      that could have been addressed in the process leading to
      the entry of that order.

Calyon complains that the Stipulation vastly overreaches to the
extent:

    (i) it purports to affect rights of third parties who are
        actual parties in interest to the JV Debtors' chapter 11
        cases;

   (ii) it purports to define the legal effects of a prospective
        confirmation order on the rights of parties to the
        process resulting in the entry of that order; and,
        finally

  (iii) it would presume the Court to make findings and
        conclusions on a record yet to be revealed, even
        assuming these strangers would have standing to do so.

Accordingly, Calyon asks the Court to deny approval of the
Stipulation in its present form.

(2) The Bank of Nova Scotia

The Bank of Nova Scotia does not object to entry of the
Stipulation to the extent that it memorializes the agreement of
the parties thereto to stand down from the ongoing intercompany
claims litigation in connection with confirmation of the Joint
Venture Plan.

However, BNS objects to the stipulation insofar as it attempts
to bind, restrict or otherwise foreclose any non-consenting
party, including BNS, from exercising its rights to object or
otherwise create an evidentiary record with respect to
feasibility of the Joint Venture Plan.

"The Court's findings of fact and conclusions of law vis-a-vis
non-consenting parties must be based on the evidentiary and
legal record before it.  They remain at issue and cannot be pre-
determined," Richard Stern, Esq., at Luskin, Stern & Eisler LLP,
in New York, asserts.

In short, Mr. Stern says, BNS, as a non-consenting party, must
be given full rights to object to the Joint Venture Plan upon a
developed evidentiary record.

Thus, BNS asks the Court to deny the Stipulation to the extent
that it restricts its rights and the rights of other Parnassos
lenders to object to the feasibility of the Joint Venture Plan.

(3) Citibank

Citibank, N.A., as administrative agent for the Century-TCI
Lenders under the Credit Agreement dated as of December 3, 1999,
among Century-TCI California, L.P., as the Borrower and certain
lenders, notes that the Amended Stipulation, as presented,
purports to impair or eliminate the ability of the Century-TCI
Administrative Agent, the Century-TCI Lenders and other
parties-in-interest who are not signatories to the Amended
Stipulation.

The Amended Stipulation presents a fundamental violation of due
process, and is unauthorized by any provision of the Bankruptcy
Code or the Bankruptcy Rules, Luc A. Despins, Esq., at Milbank,
Tweed, Hadley & McCloy LLP, in New York, asserts.  "To allow the
Debtors to stipulate away their statutory burden by agreement
with entities not even creditors of the affected estates makes a
mockery of the bankruptcy process.  The Debtors have cited no
statute, rule or case justifying such a perversion, and
therefore the Court should deny entry of the Amended Stipulation
unless it is modified to provide that it binds only the
signatories thereto."

(4) Bank of America

Bank of America, N.A., as a syndicate member of the Century-TCI
Credit Facility and Parnassos Credit Facility, joins in the
Objections filed by Citibank, Bank of Nova Scotia, and Calyon
New York Branch.

(5) Ad Hoc Committee of Non-Agent Secured Lenders

The Non-Agent Committee joins in the arguments and assertions
set forth in Calyon's Objection.

The Non-Agent Committee further objects to the Stipulation to
the extent that its terms are vague and ambiguous.  Moreover,
the Non-Agent Committee says it was not given sufficient notice
to assess the Stipulation's potential impact on the Non-Agent
Committee's rights with respect to confirmation of the Joint
Venture Plan.

The Non-Agent Committee reserves any and all rights to be heard
before the Court with respect to the Stipulation.

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 Nos. 136
& 137; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTENNIAL COMMS: Approves 2007 Salary Levels & Bonus Program
-------------------------------------------------------------
Centennial Communications Corp.'s compensation committee
approved the base salary levels and bonus program for fiscal
2007 for its executive officers, including the those that are
likely to be listed as "Named Executive Officers" in the
company's proxy statement for its 2006 annual meeting of
stockholders.

                     Fiscal 2007 Base Salary

The table sets forth the annual base salary levels for fiscal
2007 for the Named Executive Officers:

Name                      Position               Base Salary

Michael J. Small          CEO                     US$425,000

Thomas J. Fitzpatrick     Executive VP, CFO       US$325,000
                      

Phillip H. Mayberry       Pres - U.S. Wireless
                                 Operations       US$300,000

Carlos Blanco             Pres - Puerto Rico
                                 Operations       US$275,000

Thomas R. Cogar           Executive VP, CTO -
                          Caribbean Operations    US$235,000


                Fiscal 2007 Bonus Compensation

Bonus compensation for executive officers, including the Named
Executive Officers, is determined by reference to a formula that
ties a target bonus objective to the achievement of certain pre-
defined financial benchmarks.  The financial benchmarks
established by the Committee are revenue and adjusted operating
income, but vary slightly with respect to certain executive
officers that perform services directly for one of Centennial
Communications' individual business units.  Under this formula,
the company's executive officers' actual bonus amounts could be
greater or less than the target bonus based on the Company's
actual financial performance.  In addition, an executive
officers' individual bonus award may be adjusted up or down by
up to 15% based on the achievement of certain personal
objectives.  The maximum bonus for any executive officer is 250%
of target.  

The table sets forth the target bonuses for fiscal 2007 for the
Named Executive Officers:

Name                      Position               Target Bonus

Michael J. Small          CEO                    US$500,000

Thomas J. Fitzpatrick     Executive VP, CFO      US$250,000
                      

Phillip H. Mayberry       Pres - U.S. Wireless
                                 Operations      US$250,000

Carlos Blanco             Pres - Puerto Rico
                                 Operations      US$225,000

Thomas R. Cogar           Executive VP, CTO -   
                          Caribbean Operations   US$125,000

In addition to the bonuses described above, Messrs. Small,
Fitzpatrick, Mayberry and Blanco will be eligible to receive
additional bonuses of up to US$700,000, US$500,000, US$300,000
and US$300,000, respectively, in the event that Centennial
Communications records adjusted operating income above certain
pre-defined levels.

Centennial Communications will provide additional information
with regard to compensation of its Named Executive Officers in
the proxy statement for its 2006 annual meeting of stockholders.

             About Centennial Communications

Based in Wall, N.J., Centennial Communications, (NASDAQ: CYCL)
-- http://www.centennialwireless.com/-- is a leading provider
of regional wireless and integrated communications services
in the United States and the Caribbean with approximately
1.3 million wireless subscribers and 326,400 access lines and
equivalents.  The U.S. business owns and operates wireless
networks in the Midwest and Southeast covering parts of six
states.  Centennial's Caribbean business owns and operates
wireless networks in Puerto Rico, the Dominican Republic and the
U.S. Virgin Islands and provides facilities-based integrated
voice, data and Internet solutions.  Welsh, Carson, Anderson &
Stowe and an affiliate of the Blackstone Group are controlling
shareholders of Centennial.

At February 28, 2006, Centennial Communications' balance sheet
showed a US$1,072,190,000 stockholders' deficit, compared to a
US$518,432,000 deficit at May 31, 2005.


OCA INC: Kingsmill Riess Okayed as Supplemental Litigation Atty.
----------------------------------------------------------------
The Honorable Jerry A. Brown of the U.S. Bankruptcy Court for
the Eastern District of Louisiana in New Orleans authorized OCA,
Inc., and its debtor-affiliates to employ Kingsmill Riess, LLC,
as their supplemental litigation counsel.

Kingsmill Ries will assist Heller, Draper, Hayden, Patrick &
Horn, LLC, the Debtors' bankruptcy counsel, to:

   -- file and prosecute adversary proceedings against the
      55 defaulted and terminated Affiliated Practices; and

   -- address any defenses and objections raised by the
      defaulted Affiliated Practices, whether raised in the
      context of the adversary actions or in objections to the
      Plan and Disclosure Statements, or in objecting to proofs
      of claim.

Marguerite K. Kingsmill, Esq., a partner at Kingsmill Riess,
LLC, will be the primarily responsible for this engagement.  She
will bill US$350 per hour.  Other professionals of the Firm
bill:

   Professional                     Hourly Rate
   ------------                     -----------
   Other Partners                 US$250 to US$295
   Associates                     US$185 to US$225
   Paralegal                             US$85

Ms. Kingsmill assures the Court that the Firm does not hold any
interest adverse to the Debtors, their estates or other parties-
in-interest.

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

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  Three Debtors also filed for bankruptcy protection
on June 1, 2006 (Bankr. E.D. La. Case No. 06-10503).  William H.
Patrick, III, Esq., at Heller Draper Hayden Patrick & Horn, LLC,
represents the Debtors.  Patrick S. Garrity, Esq., and William
E. Steffes, Esq., at Steffes Vingiello & McKenzie LLC represent
the Official Committee of Unsecured Creditors.  Carmen H.
Lonstein, Esq., at Bell Boyd & Lloyd LLC and Robin B. Cheatham,
Esq., at Adams and Reese LLP represent the Official Committee of
Equity Security Holders.  When the Debtors filed for protection
from their creditors, they listed US$545,220,000 in total assets
and US$196,337,000 in total debts.


RENT-A-CENTER: S&P Rates US$725 Million Credit Facility at BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Rent-A-Center Inc.'s proposed US$725 million credit facility.  
It also assigned a recovery rating of '4' to the facility,
indicating the expectation for marginal (20%-50%) recovery of
principal in the event of a payment default.  The proposed loan
comprises:

   -- a US$400 million revolving credit facility due in 2011,
   -- a US$200 million term loan A due in 2011, and
   -- a US$125 million term loan B due in 2012.
     
The corporate credit rating on Rent-A-Center Inc. is 'BB+' with
a negative outlook.  Plano, Texas-based Rent-A-Center is the
largest operator in the retail rent-to-own industry, with a
market share of about 40% based on store count, compared with
about 10% for both Aaron Rents Inc. and Rent-Way Inc.
      
"The ratings on Rent-A-Center reflect the challenges of
improving operations for a mature store base and the
vulnerability of its customer to changes in disposable income,"
said Standard & Poor's credit analyst Robert Lichtenstein.
     
The borrower on the loan is Rent-A-Center Inc.  The loan is
guaranteed by each of the borrower's direct and indirect
existing domestic subsidiaries (excluding the existing insurance
and litigation subsidiaries).  The facility is secured by a
perfected first-priority security interest in substantially all
the tangible and intangible assets and all of the capital stock
of the borrower and of each of the direct and indirect domestic
subsidiaries of borrower and 65% of the capital stock of the
first-tier foreign subsidiaries.
     
The term loan A will have quarterly amortizations of:

   -- US$2.5 million through June 30, 2009;
   -- US$5 million through June 30, 2010; and
   -- US$37.5 million through June 30, 2011.

The term loan B will amortize quarterly at 1% per year on a
quarterly basis, with the balance due quarterly on the final
year.  The facility has a 50% excess cash flow sweep provision.




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


* URUGUAY: Canadian Investors Interested in Setting Up Pulp Mill
----------------------------------------------------------------
"The pulp industry in Uruguay will not only have investors from
Finland, Spain and Sweden but also from Canada," Merco Press
states, citing Ponce de Leon -- the country's Industry, Energy
and Mining Deputy Minister -- during a forestry forum in
Montevideo.

According to Merco Press, Minister de Leon said that Canadian
investors have met several times with Uruguayan government
officials to express their strong interest in investing in the
country.  However, it will take months to come up with a final
decision.

Montevideo press states that a forestry firm from Canada has
expressed interest in setting up a pulp mill in Uruguay,
according to Montevideo press.  The name of the company was not
disclosed.

Sweden's Stora Enso, says Merco Press, also has plans to
construct a pulp mill in Uruguay.

Merco Press reports that Uruguay and Argentina are yet waiting
for the International Court of The Hague's decision regarding a
complaint filed by Argentina against the two pulp mills being
built by Finland's Botnia and Spain's Ence along the Uruguay
River, which it shares with Uruguay.  Argentina has claimed that
Uruguay has ignored an accord on joint management for the river
and that there are high risks of extensive water and air
pollution.  Argentina had asked for a 90-day mills construction
halt for an independent accumulative environmental impact
assessment.  Ence has acquiesced, suspending construction until
the second week of July and later extended the halt to November,
citing credit access difficulties.  Botnia, however, has
refused, saying that it's a private investment that abides by
Uruguayan law and has a timetable of commitments to honor.

Investment on the two pulp mills is about US$1.8 billion, the
highest single private undertaking in Uruguay in decades, Merco
Press reports.

                        *    *    *

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

                        *    *    *

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




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


IMPSAT SA: Unit Will Invest US$3.5 Million to Expand Operations
---------------------------------------------------------------
Local press states that Impsat SA's unit in Venezuela will
invest US$3.5 million in 2006 to expand operations in the
country.

Eduardo Lopez, Impsat's vice president of finances for the
Andean region, told Business News Americas that through the
expansion plan, Impsat aims to boost its revenues in Venezuela
by up to 15% this year.

Impsat has invested about VEB96.8 billion in Venezuela over the
past five years, Cadivi, Venezuela's currency exchange
regulator, told BNamericas.

Impsat registered an increase in losses from US$14.2 million in
2004 to US$36.2 million in 2005.


PETROLEOS DE VENEZUELA: Gov't Officially Establises Joint Biz
-------------------------------------------------------------
Venezuela's Energy and Petroleum Ministry published Article 37,
Organic Hydrocarbons Law that officially establishes the firms
that are to become private partners of Petroleos de Venezuela SA
under the 21 joint ventures signed on April 1, 2006.

The publishing of the resolution in the Official Gazette on June
20 is a step necessary to legalize the agreements between
Venezuelan Petroleum Corporation -- which represents Petroleos
de Venezuela -- and the private partners.

Under the joint ventures, PDVSA has at least 60% ownership of
each oil field operated by the 16 companies.

The 16 companies that signed agreements with PDVSA were:

      * Spain's Repsol YPF,
      * UK's BP,
      * Japanese firm Teikoku,
      * local unit of Canada's PetroFalcon Vinccler Oil & Gas,
      * Suelopetrol,
      * Inemaka
      * Open,
      * Petroleo Brasileiro SA,
      * China's CNPC,
      * Chevron Corp.,
      * Anglo-Dutch major Shell (NYSE: RDS-B),
      * Argentina's CGC,
      * Tecpetrol,
      * France's Perenco,
      * Harvest and
      * France's Hocol.

                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: Unit Could Buy 35% of Tiznados Field
------------------------------------------------------------
PDVSA Gas, a subsidiary of Petroleos de Venezuela, could buy 35%
of the Tiznados natural gas field from Argentina's Pluspetrol,
Business News Americas reports.

Venezuela should exercise its right to purchase the share in the
Tiznados natural gas field, BNamericas states, citing Bernardo
Mommer, the hydrocarbons deputy minister of Venezuela.

Minister Mommer told BNamericas, "This license was granted in
2001.  We are in an area close to the Orinoco-Apure axis [a
region of central Venezuela where the administration of
President Hugo Chavez has promised to foster economic
development] and demand here is pretty much guaranteed.  
Venezuela has an option to buy up to 35% and we should exercise
it."

A "conservative assessment" indicates that there are reserves of
about 1 trillion cubic feet in Tiznados that should provide 200
million cubic feet daily for 15 years, Eulogio del Pino -- the
head of CVP, the PDVSA affiliate that deals with foreign
companies -- told BNamericas.

Minister Mommer did not tell BNamericas how much it would cost
Venezuela to buy the 35%.   

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.


* VENEZUELA: Gets Uruguay's Prefab Houses in Exchange for Oil
-------------------------------------------------------------
Uruguay sent prefabricated houses early this month to Venezuela
in accordance with their cooperation agreements that called for
the exchange of Uruguayan goods and services for Venezuelan oil,
El Universal states.  Uruguay is expected to send more than
12,000 units of prefabricated houses annually.

In a press release, Uruguayan Umissa aka Union Metalurgica
Industrial del Sur S.A. said it provide Venezuela annually with
12,193 kits and other service buildings under a US$150-million
agreement signed in March.

In accordance with these agreements, "we have managed to repay
the amount or the cost of the oil barrels that Venezuela sent to
Uruguay by means of barter," Uruguayan President Tabare Vazquez
was quoted by El Universal as saying.

                        *    *    *

Fitch Ratings assigned these ratings on Uruguay:

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

                        *    *    *

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


                         ***********


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Marjorie C. Sabijon, Sheryl Joy P. Olano, Stella
Mae Hechanova, and Christian Toledo, Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.

The TCR Latin America subscription rate is $575 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 240/629-3300.


           * * * End of Transmission * * *