TCRLA_Public/060706.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

          Thursday, July 6, 2006, Vol. 7, Issue 133

                          Headlines

A R G E N T I N A

AEROPAGO SA: Court Approves Reorganization Petition
AUTOMOTORES PALMINO: Moves Verification Deadline to Aug. 25
CARILO GARDEN: General Report to be Presented in Court on July 7
CERAMICA LOS: Verification of Proofs of Claim Is Until Aug. 31
DUCK JIBE: Trustee to Deliver Gen'l Report in Court on July 7

FERRAPEL SA: Trustee to Submit General Report in Court Tomorrow
FIDEICOMISOS APEX: Fitch Arg Puts BB- Rating on US$400K Debt
FIDEICOMISO HIPOTECARIO: Fitch Arg Puts CC Rating on US$3.4 Debt
GAS ARGENTINO: Moody's Holds D Rating on US$130-Million Debt
GELAR SRL: Trustee Submitting Individual Reports Tomorrow

IMAGEN SATELITAL: Moody's Puts Default Rating on US$80-Mil. Debt
IND-PA SRL: Court Moves Submission of General Report to July 7
LA NUBECITA: Trustee to Present General Report in Court Tomorrow
INVERSORA LANCKLEY: Trustee to Submit General Report on July 7
MAGI AGROPECUARIA: Trustee Verifies Claims Until Sept. 20

METROGAS SA: Moody's Latin America Puts D Ratings on Two Debts
SUITI SA: General Report Expected in Buenos Aires Court Tomorrow
TRIENIUM SRL: Trustee Will Verify Proofs of Claim Until Aug. 21
UNIBACK SA: Presentation of Report on Bankruptcy Case Tomorrow

* ARGENTINA: Debt Exploitation Results to Higher Interest Rates

B A H A M A S

WINN-DIXIE: Ex-Officers Vindicated in Committee Counsel's Report
WINN-DIXIE: Wants Wachovia Commitment Letter Approved

B E R M U D A

REFCO INC: Court Sets July 17 as Refco Capital Claims Bar Date

B R A Z I L

AOL LATIN AMERICA: 55% of Subscribers Switch to Terra Services
BANCO BANEX: Issues ARS45 Million in Securities
BANCO DO BRASIL: Gets US$230 Million from Secondary Share Offer
BUCKEYE TECH: CEO to Get US$274,000 Cash Bonus on Retirement
COMPANHIA ENERGETICA: Confirms Complementary Dividends Payment

COMPANHIA ENERGETICA: Cemig GT Sells 355 MW of Electricity
COMPANHIA PARANAENSE: Posts Adjustments in Retail Tariffs
COMPANHIA SIDERURGICA: May Obtain US$570MM Insurance Payment
DURA AUTOMOTIVE: Plans to Shut Down Llaneli Facility
INTERCONEXION: CTEEP Buy Cues S&P to Hold BB Currency Rating

PETROLEO BRASILEIRO: Discloses 2007-2011 Business Plan
UNIAO DE BANCOS: Shareholders Approve New Share Issuance

* BRAZIL: Shocked by Paraguay's Itaipu Bond Sale to Venezuela

C A Y M A N   I S L A N D S

A & H MFG: Creditors Must File Proofs of Claim by July 27
ADUSAY: Final Shareholders Meeting Is Scheduled for July 26
BRANDES OFFSHORE: Last Shareholders Meeting Is Set for July 26
CAMOMILLE GLOBAL: Proofs of Claim Filing Deadline Is July 27
CQS (FEEDER): Lenders Have Until July 27 to File Proofs of Claim

CQS (MASTER): Proofs of Claim Must be Filed by July 27
DAWNING GLOBAL: Creditors Must File Proofs of Claim by July 27
EOLE LIMITED: Sets July 26 as Last Shareholders Meeting
HANABI LIMITED: Last Day to File Proofs of Claim Is July 27
HECTOR FUNDING: Proofs of Claim Must be Filed by July 27

HH CAYMAN: Shareholders Final Meeting Scheduled on July 26
INDOSIRES LIMITED: Final Shareholders Meeting Is Set for July 26
JACKSON CREEK: Last Day to File Proofs of Claim Is July 27
MONTEPIO GERAL: Sets July 26 for Final Shareholders Meeting
ORCHID ASIA: Liquidator Presents Wind Up Accounts on July 26

RUBY CAPITAL: Proofs of Claim Filing Deadline Is July 27
SANWA CAPITAL: Creditors Must File Proofs of Claim by July 27
SOEBHIK LIMITED: Final Shareholders Meeting Will be on July 26
TANTS 1: Schedules Final Shareholders Meeting on July 26

C O L O M B I A

BANCOLOMBIA: Seeks Purchase Opportunities for Expansion Abroad

D O M I N I C A N   R E P U B L I C

FALCONBRIDGE LTD: European Commission Clears Acquisition by Inco

* DOMINICAN REPUBLIC: Proposes Trade Deal with South Korea

E C U A D O R

PETROECUADOR: Pacts with Venezuela Part of LatAm Integration

E L   S A L V A D O R

MILLICOM INTERNATIONAL: S&P Affirms B+ Corporate Credit Rating

* EL SALVADOR: State Firm to Launch Bidding on Chaparral Project

H A I T I

DYNCORP INT'L: Earns US$28MM in Fiscal Year Ended March 31, 2006

J A M A I C A

DELTA AIR: Posts US$16 Million Net Loss in May 2006
KAISER ALUMINUM: US District Court Consolidates Appellate Cases

M E X I C O

ALERIS INTERNATIONAL: Commences Tender Offer for Senior Notes
GENERAL MOTORS: Board to Discuss Renault-Nissan Alliance
MERIDIAN AUTOMOTIVE: Reaches Consensual Pact with Major Lenders
MERIDIAN AUTOMOTIVE: Files 3rd Amended Plan & Disclosure Papers

P A R A G U A Y

* PARAGUAY: Will Ask Petroleos de Venezuela to Drill 12 Wells

P E R U

* PERU: US Free Trade Agreement Gets Congress' Majority Vote

P U E R T O   R I C O

MUSICLAND HOLDING: Excell Wants Court's Ruling on Two Contracts

U R U G U A Y

BANCO HIPOTECARIO DEL URUGUAY: Restructuring Gets Union Nod

V E N E Z U E L A

CITGO PETROLEUM: Suit Filed Over Oil Spill in Louisiana Waters
PETROLEOS DE VENEZUELA: Pacts with Ecuador an Integration Move
PETROLEOS DE VENEZUELA: Paraguay Asks Firm to Drill 12 Wells

* VENEZUELA: Lowers Tax Payments for Natural Gas Investors

* Large Companies with Insolvent Balance Sheets


                          - - - - -  


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


AEROPAGO SA: Court Approves Reorganization Petition
---------------------------------------------------
Court No. 26 in Buenos Aires approved Aeropago S.A.'s petition
to reorganize its business after it defaulted on its debt
obligations.  Adalberto Corbelleri is appointed trustee to
oversee the proceeding.

Under insolvency protection, Aeropago will present a settlement
proposal to its creditors in order to avoid an outright
liquidation of its assets.

Clerk No. 51 assists the court in the case.

The debtor can be reached at:

    Aeropago S.A.
    Lavalle 1578
    Buenos Aires, Argentina

The trustee can be reached at:

    Adalberto Corbelleri
    Carabobo 2372
    Buenos Aires, Argentina
    

AUTOMOTORES PALMINO: Moves Verification Deadline to Aug. 25
-----------------------------------------------------------
Court No. 24 in Buenos Aires moved the deadline for the
verification of creditors' proofs of claim against bankrupt
company Automotores Palmino S.A. to Aug. 25, 2006.  The deadline
was originally set for Aug. 21, 2006.  Ernesto Puerta is the
court-appointed trustee who will verify the claims.

The verified claims will be submitted in court as individual
reports on Oct. 6, 2006.  A general report that contains an
audit of Automotores Palmino's accounting and banking records
will follow on Nov. 17, 2006.

As reported in the Troubled Company Reporter-Latin America on
May 4, 2006, Court No. 24 declared Automotores Palmino bankrupt
at the request of Rodolfo Santamarina, whom it owes US$28,800.

Clerk No. 48 assists the court in this case.

The debtor can be reached at:

         Automotores Palmino SA
         Uruguay 385
         Buenos Aires, Argentina

The trustee can be reached at:

         Ernesto Puerta
         Fragate Presidente Sarmiento 72
         Buenos Aires, Argentina


CARILO GARDEN: General Report to be Presented in Court on July 7
----------------------------------------------------------------
A general report on the bankruptcy case of Carilo Garden S.A.
will be presented tomorrow in Court No. 20 of Buenos Aires.

A general report contains an audit of the company's accounting
and business records as well as a summary of important events
relevant to the case.

As reported in the Troubled Company Reporter-Latin America on
Nov. 29, 2005, the court, with the assistance of Clerk No. 39,
declared Carilo Garden bankrupt, in favor of its creditor
Osvaldo Avinon.  Jose Luis Carriquiry was appointed as the
trustee for the case.  Mr. Carriquiry stopped accepting proofs
of claim on April 3, 2006.  He presented in court individual
reports on May 24, 2006.

The debtor can be reached at:

         Carilo Garden S.A.
         Garay 431
         Buenos Aires, Argentina

The trustee can be reached at:

         Jose Luis Carriquiry
         Loyola 660
         Buenos Aires, Argentina


CERAMICA LOS: Verification of Proofs of Claim Is Until Aug. 31
--------------------------------------------------------------
Court-appointed trustee Maria Ines Petrocelli will verify
creditors' proof of claim against bankrupt company Ceramica Los
Pinos S.A. until Aug. 31, 2006.

Ms. Petrocelli will present the validated claims in court as
individual reports on Oct. 19, 2006.  A general report that
contains an audit of Ceramica Los' accounting and banking
records will follow on Nov. 30, 2006.

The debtor can be reached at:

    Ceramica Los Pinos S.A.
    Rivadavia 24.934 Merlo
    Buenos Aires, Argentina

The trustee can be reached at:

    Maria Ines Petrocelli
    San Martin 324 Moron
    Buenos Aires, Argentina


DUCK JIBE: Trustee to Deliver Gen'l Report in Court on July 7
-------------------------------------------------------------
Maria Andrea Di Salvo, the trustee appointed for Duck Jibe
S.A.'s reorganization, will present tomorrow a general report on
the case in a court in Mar del Plata.

A general report contains an audit of the company's accounting
and business records as well as a summary of important events
that occurred during the reorganization.

As reported in the Troubled Company Reporter-Latin America on
March 10, 2006, Ms. Di Salvo stopped validating claims from Duck
Jibe's creditors on April 11, 2006.  On May 24, 2006, the
trustee presented the validated claims in court.  The company
will propose a settlement to its creditors on Feb. 1, 2007.

The debtor can be reached at:

         Duck Jibe S.A.
         Avda. Independencia 891
         Mar del Plata
         Buenos Aires, Argentina

The trustee can be reached at:

         Maria Andrea Di Salvo
         Corrientes 1725
         Mar del Plata
         Buenos Aires, Argentina


FERRAPEL SA: Trustee to Submit General Report in Court Tomorrow
---------------------------------------------------------------
Mauricio Leon Zafran -- the trustee overseeing Ferrapel S.A.'s
bankruptcy case -- will present tomorrow a general report in a
court in Buenos Aires.

A general report contains an audit of the company's accounting
and business records as well as a summary of important events
relevant to the company's bankruptcy.

As reported in the Troubled Company Reporter-Latin America on
March 21, 2006, the deadline for the claims verification was  
April 7, 2006.  The individual reports were delivered to the
court on May 23, 2006.

The debtor can be reached at:

         Ferrapel S.A.
         Alsina 1535
         Buenos Aires, Argentina

The trustee can be reached at:

         Mauricio Leon Zafran
         Avenida Callao 420
         Buenos Aires, Argentina


FIDEICOMISOS APEX: Fitch Arg Puts BB- Rating on US$400K Debt
------------------------------------------------------------
The Argentine arm of Fitch Ratings rates Fideicomisos
Financieros APEX II's two debts:

      -- Valores de Deuda Fiduciaria Clase A for up to
         US$750,000, BBB, and

      -- Valores de Deuda Fiduciaria Clase B for up to
         US$400,000, BB- (arg).


FIDEICOMISO HIPOTECARIO: Fitch Arg Puts CC Rating on US$3.4 Debt
----------------------------------------------------------------
Fideicomiso Hipotecario BHN III's four debts are rated by Fitch
Argentina:

      -- TD Clase A1 VN US$14,896,000, BB(arg)
      -- TD Clase A2 VN US$82,090,000, BB(arg)
      -- TD Clase B VN US$5,060,000, B-(arg)
      -- CP VN US$3,374,027, CC(arg)


GAS ARGENTINO: Moody's Holds D Rating on US$130-Million Debt
------------------------------------------------------------
Gas Argentino S.A.'s Obligaciones negociables simples for US$130
million carries the D rating of Moody's Investor Service.  The
rating action is based on the financial status of Gas Argentino
at Mar. 31, 2006.


GELAR SRL: Trustee Submitting Individual Reports Tomorrow
---------------------------------------------------------
Carlos Daniel Ayuso, the trustee overseeing the bankruptcy
proceeding of Gelar S.R.L., will present the validated claims of
creditors as individual reports in a Buenos Aires court
tomorrow.

As reported in the Troubled Company Reporter-Latin America on
April 25, 2006, Mr. Ayuso stopped accepting claims from Gelar's
creditors after May 24, 2006.  Creditors whose claims had not
been validated were disqualified from receiving any payment that
the liquidator would make.  A general report on the case will be
submitted on Sept. 4, 2006.

The trustee can be reached at:

         Carloss Daniel Ayuso
         Tucuman 1455
         Buenos Aires, Argentina


IMAGEN SATELITAL: Moody's Puts Default Rating on US$80-Mil. Debt
---------------------------------------------------------------
Moody's Investor Service rates Imagen Satelital S.A.'s
Obligaciones Negociables for US$80 million D.  The rating action
is based on the financial status of Imagen at Mar. 31, 2006.


IND-PA SRL: Court Moves Submission of General Report to July 7
--------------------------------------------------------------
Noemi del Valle Budeguer, the court-appointed trustee for the
reorganization proceeding of Ind-Pa S.R.L., will present in court a
general report that contains an audit of the company's accounting
and banking records on July 7, 2006.  The submission of the report
was originally set for April 24, 2006.

A court in San Miguel de Tucuman approved Ind-Pa's petition to
reorganize its business after it defaulted on its obligations.

The trustee can be reached at:

    Noemi del Valle Budeguer
    San Martin 938, San Miguel de Tucuman
    Tucuman, Argentina


LA NUBECITA: Trustee to Present General Report in Court Tomorrow
----------------------------------------------------------------
Jose Angel Tsanis -- the court-appointed trustee for the
bankruptcy case of La Nubecita Blanca S.R.L. -- will present
tomorrow a general report in Court No. 1 in Lomas de Zamora.  

A general report contains an audit of the company's accounting
and business records as well as a summary of important events
relevant to the company's bankruptcy case.

As reported in the Troubled Company Reporter-Latin America on
Feb. 7, 2006, the court converted La Nubecita's reorganization
case to bankruptcy.  The claims validation deadline was
April 6, 2006.  The presentation of the individual reports was
made on May 24, 2006.

The debtor can be reached at:

         La Nubecita Blanca S.R.L.
         Madariaga 374/86
         Avellaneda (Buenos Aires)

The trustee can be reached at:

         Jose Angel Tsanis
         Mariano Acosta 137
         Avellaneda (Buenos Aires)


INVERSORA LANCKLEY: Trustee to Submit General Report on July 7
--------------------------------------------------------------
Carlos Enrique Wulff, the trustee appointed by a court in Buenos
Aires for the liquidation of Inversora Lanckley S.A., will
submit a general report tomorrow.

A general report contains an audit of the company's accounting
and business records as well as a summary of important events
relevant to the company's bankruptcy case.

Mr. Wulff stopped verifying on April 7, 2006, the claims
submitted by creditors against Inversora Lanckley.  The trustee
presented the validated claim in court on May 24, 2006.

The debtor can be reached at:

         Inversora Lanckley S.A.
         Reconquista 1011
         Buenos Aires, Argentina

The trustee can be reached at:

         Carlos Enrique Wulff
         Virrey del Pino 2354
         Buenos Aires, Argentina


MAGI AGROPECUARIA: Trustee Verifies Claims Until Sept. 20
---------------------------------------------------------
Sebastian Barletta, the court-appointed trustee for Magi
Agropecuaria S.R.L.'s bankruptcy proceeding, will verify
creditors' proofs of claim until Sept. 20, 2006.  

The verified claims will be submitted in court as individual
reports on Nov. 1, 2006.  A general report that contains an
audit of Magi Agropecuaria's accounting and banking records will
follow on Dec. 13, 2006.

Court No. 24 in Buenos Aires declared Magi Agropecuaria bankrupt
at the request of Barjade Lubricantes S.A., which it owes
US$1,902.83.

Clerk No. 48 assists the court in this case.

The debtor can be reached at:

     Magi Agropecuaria S.R.L.
     Junin 658
     Buenos Aires, Argentina

The trustee can be reached at:

     Sebastian Barletta
     Norberto de la Riestra 1209
     Buenos Aires, Argentina


METROGAS SA: Moody's Latin America Puts D Ratings on Two Debts
--------------------------------------------------------------
Metrogas S.A.'s four debts are rated by Moody's Latin America:

   -- Obligaciones Negociables Serie 2-A for US$6,254,764, B1

   -- Serie A for US$100 million included under the global
      program for US$600 million

      * Last due: April 1, 2003
      * Rate: D

   -- ON Serie 1 for US$236,285,638, B1

   -- ONs Serie B for EUR110 million

      * Last due: Sept. 27, 2002
      * Rate: D

The ordinary class B shares have been included in category 4.

The ratings actions were based on the financial status of
Metrogas at Mar. 31, 2006.


SUITI SA: General Report Expected in Buenos Aires Court Tomorrow
----------------------------------------------------------------
A general report on the bankruptcy case of Suiti S.A. will be
presented tomorrow in a court in Buenos Aires.

A general report contains an audit of the company's accounting
and business records as well as a summary of important events
relevant to the bankruptcy case.

As reported in the Troubled Company Reporter-Latin America on
Feb. 9, 2006, Marcelo Carlos Rodriguez -- the court-appointed
trustee -- stopped verifying claims after April 7, 2006.  Mr.
Rodriguez prepared individual reports out of the validated
claims and submitted them in court on May 24, 2006.

The trustee can be reached at:

         Marcelo Carlos Rodriguez
         Parana 768
         Buenos Aires


TRIENIUM SRL: Trustee Will Verify Proofs of Claim Until Aug. 21
---------------------------------------------------------------
Analia Beatriz Chelala, the court-appointed trustee for Trienium
S.R.L.'s bankruptcy case, will verify creditors' proofs of claim
until Aug. 21, 2006.

Ms. Chelala will present the validated claims in court as
individual reports on Oct. 2, 2006.  A general report that
contains an audit of Trienium's accounting and banking records
will follow on Nov. 14, 2006.

The debtor can be reached at:

    Trienium S.R.L.
    Pasaje Mompox 1750
    Buenos Aires, Argentina

The trustee can be reached at:

    Analia Beatriz Chelala
    Avenida Corrientes 2335
    Buenos Aires, Argentina


UNIBACK SA: Presentation of Report on Bankruptcy Case Tomorrow
--------------------------------------------------------------
A general report on the bankruptcy of Uniback S.A. will be
presented in a court in Buenos Aires tomorrow.

A general report contains an audit of the company's accounting
and business records as well as a summary of important events
that are relevant to the company's bankruptcy.

As reported in the Troubled Company Reporter-Latin America on
June 3, 2004, Court No. 26 in Buenos Aires, with assistance from
Clerk No. 52, granted Uniback's petition for reorganization.  
Carlos Rapetti was appointed as trustee.  The deadline for the
verification of claims from the company's creditors was
April 11, 2006.  The presentation of the individual reports was
made on May 24, 2006.  

The debtor can be reached at:

         Uniback S.A.
         Avenida Santa Fe 900
         Buenos Aires, Argentina

The trustee can be reached at:

         Carlos Rapetti
         Echeverria 2670
         Buenos Aires, Argentina


* ARGENTINA: Debt Exploitation Results to Higher Interest Rates
---------------------------------------------------------------
Chief Alberto Abad of the Argentine tax agency Administracion
Federal de Ingresos Publicos or AFIP, resolved to increase the
tax-debt interest rates of larger companies that are under a
refinancing program after an exploitation of the said program
was discovered, Dow Jones Newswires reports.

The program was established last year for taxpayers to pay their
obligations at much lower interest rates, but investigations
uncovered that some larger companies use it to finance other
activities, Mr. Abad told to Dow Jones.

"We cannot become a substitute for the financial system," Mr.
Abad told Dow Jones.  He continued that the interest rates will
be increased to 1.5% to 2.0%, and applied to companies with
annual sales above ARS50 million or US$16 million.

According to Dow Jones, it has been Pres. Nestor Kirchner's goal
to eliminate tax evasion, implementing projects like the
refinancing program to present motivation for citizens to obey
the law.

                        *    *    *

Fitch Ratings assigned these ratings on Argentina:

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




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


WINN-DIXIE: Ex-Officers Vindicated in Committee Counsel's Report
----------------------------------------------------------------
On June 29, 2006, Milbank, Tweed, Hadley & McCloy LLP, and
Akerman Senterfitt submitted a report to the Official Committee
of Unsecured Creditors on their investigation of possible claims
of the Debtors' estates arising primarily from actions by Winn-
Dixie Stores, Inc.'s directors and officers in the period
leading up to Winn-Dixie's bankruptcy filing in February 2005.

Before the Debtors filed for bankruptcy, allegations of
wrongdoing were made against the current and former directors
and officers of Winn-Dixie in class action lawsuits and in a
demand by shareholders that the company commence litigation
against certain directors and officers.

An investigation under Section 1103(c)(2) of the Bankruptcy Code
was undertaken to determine what viable claims, if any, the
Debtors' estates may hold against current and former directors
and officers of the company, which if pursued, could bring
additional distributable value into the Debtors' estates.

Milbank and Akerman conclude that on balance there are likely no
viable causes of action by the Debtors' estates against any
current or former director or officer of the company that have a
reasonable probability of success in producing a benefit for the
Debtors' estates.  Unless new facts are proven or come to light,
claims related to the issues are not likely to prevail.

From a broader perspective, Milbank and Akerman conclude that
Winn-Dixie's bankruptcy was not directly precipitated by the
misconduct of its current or former directors or officers.

Milbank and Akerman note that Winn-Dixie operates in a market
with intense competition and small margins.  As the marketplace
changed over the past decade, the company, not for lack of
trying, did not successfully adapt and ultimately found itself
unable to maintain profitability.

Milbank and Akerman examined the way in which the company has
accounted for asset impairment and self-insurance, with a focus
on the amount and timing of the expenses taken.  They conclude
that expenses related to both of these issues appear to be
appropriate.

Another accounting-related issue was the material weakness
announced in the company's 2005 Form 10-K related to accounting
of vendor contracts.  Milbank and Akerman agree with Winn-
Dixie's
conclusion that proper controls were not in place.  Because no
company assets were misappropriated, no cause of action exists
that could bring additional money into the estate, Milbank and
Akerman relate.

In addition, Milbank and Akerman examined the company's tax
treatment for company-owned life insurance policies and store
retrofit expenses stemming from the accounting treatment applied
to them by Company management.  Milbank and Akerman believe the
company's tax positions, although disputed by the Internal
Revenue Service, were legitimate and taken in good faith.

Milbank and Akerman also investigated the management and
administration of a number of retirement plans offered by Winn-
Dixie.

The investigation suggests that neither the Management Security
Plan nor the Supplemental Retirement Plan were managed or
administered in any way which gives rise to an actionable claim
by the estate.

The Management Security Plan is designed to provide retirement
and death benefits to certain senior management.  The
Supplemental Retirement Plan is a non-ERISA, company-matching
retirement plan available to all employees.

According to Milbank and Akerman, there's also no actionable
claim arising from the management and administration of Winn-
Dixie's 401(k) plan.  Milbank and Akerman gave particular
attention to decisions related to investment in Winn-Dixie
stock.

The Investigation also examined the payment of dividends, which
raises an issue of prudence, considering the company's
performance at times when certain dividends were paid.  However,
after investigation, Milbank and Akerman conclude that the
company's dividend payments were terminated before the company
was within the "zone of insolvency," and that the last dividend
paid in January 2004, was relatively small and had no material
impact on the company's financial performance.

A full-text copy of the Committee Counsel's Report is available
for free at http://ResearchArchives.com/t/s?cd2

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


WINN-DIXIE: Wants Wachovia Commitment Letter Approved
-----------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to approve a
commitment letter dated June 28, 2006, for Wachovia Bank,
National Association's provision of, and Wachovia Capital
Markets, LLC's arrangement and syndication of, a US$725,000,000
senior secured exit financing facility.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that, for over several months, the Debtors
and their financial advisor, The Blackstone Group, solicited
proposals from prospective lenders for financing facilities to
ensure that the Debtors have access, upon exit from Chapter 11,
to the most cost-effective financing arrangement.

After evaluating proposals by 14 financial institutions, the
Debtors determined that Wachovia's offer provides them with the
most favorable terms for an exit facility.

Wachovia has agreed to provide a US$725,000,000 facility
consisting of revolving loans, with a US$300,000,000 sublimit
for letters of credit.

At its option, Winn-Dixie Stores, Inc., may, not less than 30
days prior to the closing of the Exit Facility, upon notice to
and after consultation with Wachovia, as agent, elect to reduce
the amount of the Maximum Credit but in no event less than
US$600,000,000.

The Debtors will have the option to increase the Maximum Credit
by up to US$100,000,000 in increments of not less than
US$25,000,000, subject to certain terms and conditions.

The Revolving Loan will have a maturity date five years from the
closing date.

Upon its execution of the Commitment Letter, Winn-Dixie, as
administrative borrower, will specify to Wachovia Capital
Markets in writing which of two base alternatives should be
included in the Loan Documents.

Winn-Dixie Stores and its subsidiaries that are borrowers under
the DIP Credit Agreement, dated February 23, 2005, with
Wachovia, will act as borrowers under the Exit Facility.  Winn-
Dixie's direct or indirect U.S. subsidiaries will guarantee the
Borrowers' obligations under the Exit Facility.

To secure all obligations under the Exit Facility, Wachovia and
the Lenders will have first priority, perfected security
interests in and liens upon the Collateral, but as to priority,
subject to the liens as are permitted under the Loan Documents.

                         Interest

The Borrowers may elect that all or portions of the Revolving
Loans bear interest at:

    (a) the Applicable Margin plus the ABR; or

    (b) the Applicable Margin plus the Adjusted Eurodollar Rate.

ABR refers to the higher of (i) Wachovia's prime rate or (ii)
the federal funds effective rate plus 0.50%.

The Applicable Margin will be calculated and established each
fiscal quarter and remain in effect until adjusted thereafter
after the end of the next fiscal quarter:

          Quarterly
      Average Excess         Eurodollar      ABR         Standby
Tier   Availability          Rate Margin  Rate Margin  LC Margin
----  --------------         -----------  -----------  ---------
  1  less than or equal          1.25%        0%           1.25%
     to US$400,000,000

  2  less than US$400,000,000    1.50%        0%           1.50%
       & equal to or greater
       than US$300,000,000

  3    less than US$300,000,000  1.75%        0%           1.75%
       & equal to or greater
       than US$200,000,000

  4    less than US$200,000,000  2.00%      .25%           2.00%
       & equal to or greater
       than US$125,000,000

  5    less than US$125,000,000  2.25%      .50%           2.25%

                       Financial Covenants

The Debtors agree to maintain Minimum EBITDA in amounts and for
periods to be agreed upon by the parties, which will be tested
quarterly based on the four immediately preceding fiscal
quarters for which Wachovia has received financial statements,
except that the first four quarters following the closing date
will be tested based upon Minimum EBITDA less capital
expenditures in amounts to be agreed upon by the parties for the
period, provided, that, compliance with the financial covenants
will not be required so long as Excess Availability is greater
than US$75,000,000.

                    Fees and Reimbursements

The Debtors will promptly reimburse Wachovia for all reasonable
costs and expenses it incurs in connection with its continuing
review of the transaction and the preparation and negotiation of
the Commitment Letter.  Wachovia estimates that the costs and
expenses it will incur in connection with (i) certain third
party appraisals on the Debtors' inventory and pharmacy scripts,
and (ii) an updated field examination of the Debtors, for the
period from June 29, 2006, through the closing date each will
not exceed US$60,000.

The Debtors agree to pay:

     -- an unused line fee of 0.25% per annum on the amount by
        which the Maximum Credit exceeds the average monthly
        balance of Revolving Loans and L/Cs outstanding, payable
        monthly in arrears; and

     -- letter of credit fees equal to 1.00% on the daily
        outstanding balance of commercial L/Cs and the
        applicable percentage of the Applicable Margin for
        Eurodollar Rate Loans on the daily outstanding balance
        of standby L/Cs, in each case payable monthly in
        arrears.

           Exclusivity, Indemnification & Closing

The Debtors' arrangements with Wachovia Capital Markets will be
on an exclusive basis and the Debtors will not engage, solicit
or otherwise consult with other financial institutions regarding
another exit facility.

The Debtors will indemnify Wachovia and its affiliates, as well
as their directors and employees, against all losses, claims,
and liabilities, which may be incurred by, or asserted against,
in connection with the Commitment Letter and the Exit Facility.

The closing of the Exit Facility is subject to the satisfaction
of various conditions, including the entry of the Confirmation
Order no later than November 30, 2006, including the occurrence
of the closing no later than December 31, 2006.

A full-text copy of the Exit Facility Term Sheet is available
for free at http://ResearchArchives.com/t/s?cd1

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




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


REFCO INC: Court Sets July 17 as Refco Capital Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set 5:00 p.m., on July 17, 2006, as the deadline for all persons
and entities -- including, without limitation, individuals,
partnerships, corporations, joint ventures, trusts and
governmental units -- that asserts a claim against Refco Capital
Markets, Ltd., prior to Oct. 17, 2005, to file their proofs of
claim.

Written proofs of claim must be filed on or before the July 15
Claims Bar Date and those forms must be delivered to:

If by mail:

         U.S. Bankruptcy Court
         Southern District of New York
         Attn: Refco Inc., Claims Docketing Center
         Bowling Green Station
         P.O. Box 5175
         New York, New York 10274-5175

If by messenger or overnight courier:

         U.S. Bankruptcy Court
         Southern District of New York
         Attn: Refco Inc., Claims Docketing Center
         One Bowling Green
         Room 534
         New York, New York 10004-1408

                       About Refco Inc.

Based in New York, New York, Refco Inc. -- http://www.refco.com/  
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

Refco Capital Markets Ltd. was Refco's operating subsidiary
based in Bermuda.  

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.




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


AOL LATIN AMERICA: 55% of Subscribers Switch to Terra Services
--------------------------------------------------------------
About 55,000 or 55% of America Online Latin America Inc.'s
100,000 subscribers have transferred to ISP Terra, Brazilian
papers report, citing Fernando Madeira -- Terra's president for
Latin America.

As reported in the Troubled Company Reporter-Latin America on
Jan. 30, 2006, the U.S. Bankruptcy Court for the District of
Delaware authorized AOLA to transfer its subscribers to Terra.  
AOL Latin sought bankruptcy protection in June 2005 and
submitted in December 2005 a request for the transfer of its
subscribers in Brazil to Terra, which is owned by Spain's
Telefonica S.A.  

Business News Americas relates that Terra signed an agreement
with AOLA to pay US$1.9 million to take the latter's clients in
Brazil, after AOLA decided to end its activities on March 17.

Reports did not say whether more AOLA clients would transfer to
Terra.

Headquartered in Fort Lauderdale, Florida, America Online
LatinAmerica, Inc. -- http://www.aola.com/-- offers AOL-branded
Internet service in Argentina, Brazil, Mexico, and Puerto Rico,
as well as localized content and online shopping over its
proprietary network.  Principal shareholders in AOLA are
Cisneros Group, one of Latin America's largest media firms,
Brazil's Banco Itau, and Time Warner, through America Online.
The Company and its debtor-affiliates filed for Chapter 11
protection on June 24, 2005 (Bankr. D. Del. Case No. 05-11778).
Pauline K. Morgan, Esq., and Edmon L. Morton, Esq., at Young
Conaway Stargatt & Taylor, LLP and Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed total assets of US$28,500,000
and total debts of US$181,774,000.


BANCO BANEX: Issues ARS45 Million in Securities
-----------------------------------------------
The Equity Trust Company, as financial trustee of Fideicomiso
Financiero Banex Creditos XII, issued in June securities for
ARS45 million, the Latin Lawyer reports.

The securities, according to the Latin Lawyer, is backed by
collections on loans granted to residents and pensioners whose
retirement pensions are paid through Argentine commercial bank
Banco Banex SA.  

The trust will also receive the proceeds from loans to
pensioners where a cooperative association is in charge of the
loan collection through the Argentine social security
department, the same report adds.

Previously, Banco Banex has reclaimed loans by taking direct
discounts from the payrolls of employees who work for companies
that pay salaries through the bank, and from retired people
whose pensions are paid through the bank, the Latin Lawyer
relates.

Ernst & Young (Pistrelli, Henry Martin Asesores) acted as
control and review agent of the issuance, and Infupa and Banco
Supervielle were the arrangers.

Banco Banex is represented by:

       Cabanellas, Etchebarne, Kelly & Dell'Oro Maini
       San Martin 323, 17th Floor
       C1004AAG Buenos Aires, Argentina
       Tel: +54-11-4114 5500
       Fax: +54-11-4114 5555

                        *    *    *

As reported in the Troubled Company Reporter on July 4, 2005,
Moody's Investors Service upgraded the long term foreign
currency deposit rating to Caa1 from Caa2 for Banco Banex S.A.
following Moody's upgrade of Argentina's foreign currency
ceiling for bank deposits to Caa1. Moody's also raised the
bank's National Scale foreign currency deposit rating to Ba1.ar
from B1.ar. All the ratings have a stable outlook.

                        *    *    *

As reported in the Troubled Company Reporter on June 2, 2006,  
Moody's Investors Service upgraded the bank financial strength  
rating of Banco Banex S.A. to E+ from E.  The outlook on this  
rating is stable.


BANCO DO BRASIL: Gets US$230 Million from Secondary Share Offer
---------------------------------------------------------------
Banco do Brasil obtained US$230 million or BRL500 million out of
a total of BRL1.98 billion from its secondary share offer, an
involved source told Business News Americas.

According to BNamericas, the remaining amount will be
distributed between the major share traders -- BNDESPar,
reducing its stake to 3.4% from 5.7%, and Previ, the pension
fund for Banco do Brasil's employees that reduced its stakes to
12% from 13.9%.

Upon earning a listing in the Novo Mercado index of the Sao
Paulo stock exchange, Banco do Brasil sold more than 45.4
million shares at a price of BRL43.50 per share, BNamericas
says.

Bank president Rossano Maranhao, told reporters that the offer
was a success, closing at almost BRL1.98 billion. He did not
provide further details on the share offer as local capital
market regulations did not allow bank officials to impart
details on the offer to the media.

Loacl daily O Globo reports that there were 50,000 people who
bought the shares, with 30,000 first-time buyers and 10,000 bank
employees, who grabbed the 10% discount offered by the bank.  

The remaining buyers were institutional investors from Brazil,
Europe and the US, local reports add.

Pres. Maranhao told reporters that investors' demand exceeded
Banco do Brasil's supply, prompting the bank to offer before
July 27, a supplementary batch of shares that is the equivalent
of 15% of the original offer.

The Novo Mercado index requires all its listed companies to free
float at least 25% of capital.  The index has a higher standard
for transparency and corporate governance.  

According to BNamericas, Banco do Brasil's free float has
increased to 12.5% from 6.9%, and is expected to grow further to
15% after the sale of the additional batch of shares.

Banco do Brasil is the first state-owned company and the second
bank after Nossa Caixa to be listed in the Novo Mercado index.  
The bank has until three years to comply with all of the index's
requirements, BNamericas says.

                        *    *    *

As reported on Mar. 3, 2006, Standard & Poor's Ratings Services
raised its foreign currency counterparty credit ratings on Banco
do Brasil S.A. to 'BB' from 'BB-'.  The foreign and local
currency ratings of this bank are now equalized at 'BB'.  S&P
said the outlook is stable.


BUCKEYE TECH: CEO to Get US$274,000 Cash Bonus on Retirement
------------------------------------------------------------
Buckeye Technologies Inc. disclosed that David B. Ferraro, the
Company's Chairman and Chief Executive Officer who is set to
retire in September 2006, will receive a US$274,000 cash bonus
in recognition of his past contributions and service to the
company.

As reported in the Troubled Company Reporter on June 14, 2006,
the Company's Board of Directors elected John B. Crowe,
currently Buckeye President and Chief Operating Officer, to the
office of Chairman and Chief Executive Officer, succeeding Mr.
Ferraro.  

Other key management changes being made in accordance with the
Company's succession plan include:

   -- Kristopher J. Matula, currently Executive Vice President
      and Chief Financial Officer, will succeed Mr. Crowe as
      President and Chief Operating Officer.

   -- Steven G. Dean, currently Vice President and Controller,
      will succeed Mr. Matula as Chief Financial Officer.

On June 23, 2006, the Board's Compensation Committee made these
compensation decisions:

     1) In connection with his promotion from President and
        Chief Operating Officer to Chairman and Chief Executive
        Officer, Mr. Crowe will receive an increase in his base
        salary from US$475,000 per year to US$575,000 per year.  
        The increased base salary will go into effect July 1,
        the effective date of Mr. Crowe's promotion.

     2) In connection with his promotion from Executive Vice
        President and Chief Financial Officer, to President and
        Chief Operating Officer, Mr. Matula will receive an
        increase in his base salary from US$365,000 per year to
        US$425,000 per year.  The increased base salary will go
        into effect July 1, 2006, the effective date of Mr.
        Matula's promotion.

Headquartered in Memphis, Tennessee, Buckeye Technologies, Inc.
(NYSE:BKI) -- http://www.bkitech.com/-- is a leading  
manufacturer and marketer of specialty fibers and nonwoven
materials.  The Company currently operates facilities in the
United States, Germany, Canada, and Brazil.  Its products are
sold worldwide to makers of consumer and industrial goods.

                        *    *    *

As reported in the Troubled Company Reporter on March 9, 2006,
Standard & Poor's Ratings Services revised its outlook on
Buckeye Technologies Inc. to negative from stable.  At the same
time, Standard & Poor's affirmed its ratings, including the
'BB-' corporate credit rating, on the Memphis, Tennessee-based
specialty pulp producer.


COMPANHIA ENERGETICA: Confirms Complementary Dividends Payment
--------------------------------------------------------------
Companhia Energetica De Minas Gerais aka Cemig re-confirmed
during a meeting held on June 29, 2006, the payment of
complementary dividends in relation to the balance of Interest
on Equity.  The company will pay BRL0.4719754821 per thousand
shares, completing the balance of the obligatory minimum
dividend of BRL76,500,000 payable for the business year 2004.

In compliance with the decision of May 3, 2006, by the Brazilian
Securities Commission, stockholders whose names are on the
company's Nominal Share Register on July 11, 2006, will be
entitled to the payment, without retention of income tax at
source.  The shares will trade ex- this benefit on July 12.
Payment will be made on Aug. 10, 2006.  The amount will ensure
that stockholders equitably receive the minimum obligatory
dividends approved by the Annual General Meeting of
April 29, 2005.

Stockholders must keep their registration information updated.  
Those who haven't done so may take personal documents to any
branch of Banco Itau S.A. -- which administers Cemig's system of
registered nominal shares.

Cemig's board of directors also made these decisions during the
June 29 meeting:

   -- to re-ratify CRCA-012/2006, to change the date for
      calculation of the stockholding base to be used for
      calculation of the complementary dividends of
      June 10, 2004, Sept. 9, 2004, Dec. 10, 2004 and
      Jan. 10, 2005, to July 11, 2006 and authorizing payment on
      Aug. 10, 2006;

   -- to authorize the giving of a corporate guarantee for the
      transaction to finance debt via promissory notes and loan
      to be issued by Cemig D and by Cemig GT;

   -- contracting of services to model the Services Site within
      the company's facilities was withdrawn from the agenda;

   -- the agreement with Industrial Development Institute of
      Minas Gerais or INDI for concession of staff was withdrawn
      from the agenda;

   -- to grant annual remunerated leave to the Chief Corporate
      Management Officer for the period 17 to July 28, 2006; and

   -- to authorize the filing of legal actions with a view to
      suspension of demandability of tax credits and obtaining
      of a release certifying absence of debit.

Companhia Energetica de Minas Gerais -- http://www.cemig.com.br/
-- is one of the largest and most important electric energy
utilities in Brazil due to its strategic location, its technical
expertise and its market.  Cemig's concession area extends
throughout nearly 96.7% of the State of Minas Gerais, Brazil.
Cemig owns and operates 52 power plants, of which six are in
partnership with private enterprises, relying on a predominantly
hydroelectric energy matrix.  Electric energy is produced to
supply more than 17 million people living in the state's 774
municipalities.  In addition to those 52 plants, another three
are currently under construction.

Cemig is also active in several other states, through ventures
for the generation or the commercialization of energy in these
Brazilian states: in Santa Catarina (generation), Rio de Janeiro
(commercialization and generation), Esprito Santo (generation)
and Rio Grande do Sul (commercialization).

                        *    *    *

Cemig's BRL312,500,000 12.7% debentures due Nov. 1, 2009, carry
Moody's B1 rating.


COMPANHIA ENERGETICA: Cemig GT Sells 355 MW of Electricity
----------------------------------------------------------
Cemig GT, the transmission and generation unit of Companhia
Energetica De Minas Gerais aka Cemig, traded energy supply
totaling 355 MW in the A-3 Brazilian electricity supply auction
held by Brazil's Mining and Energy Ministry.  

The aggregate volume of energy in the transaction was 93 million
MWh, for annual revenue of BRL390 million.  The contracts are
for 30 years' duration, starting on Jan. 1, 2009.  Energy will
be supplied in these prices:

  -- BRL125.00/MWh, the initial bidding price for hydroelectric
     energy at the auction  

     * 84 MW from power plant Aimores,
     * 206 MW from power plant Irape, and
     * 47 MW average from power plant Queimado; and

  -- BRL134.42/MWh, the initial bidding price for hydroelectric
     energy at the auction, with recovery of the original Tariff
     for Use of Public Assets established by Aneel, the
     Brazilian regulator  

     * 18 MW from power plant Porto Estrela

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: Posts Adjustments in Retail Tariffs
---------------------------------------------------------
Companhia Paranaense de Energia aka Copal adjusted its retail
tariffs by an average 5.12% as of June 24, 2006.  This is in
compliance with the June 20 Resolution 345 of ANEEL, the
electricity regulatory agency, which addresses unit Copel
Distribuicao's annual tariff increase.  

Of the 5.12% retail tariffs, 4.91% represents annual tariff
increase while 0.21% is from external financial elements.

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 SIDERURGICA: May Obtain US$570MM Insurance Payment
------------------------------------------------------------
Companhia Siderurgica Nacional aka CSN, may receive payment of
US$570 million from insurance companies for the damages that the
accident on its blast furnace no. 3 incurred, Marcelo Aguiar and
Marcos Assumpaolo of Merrill Lynch said in a report.

According to the analysts, from their discussion with CSN's CFO
Otavio Luzcano, reinsurance company Instituto de Resseguros do
Brasil substantiated the report, saying that the accident was
due to a project error and CSN should be paid US$100 million for
the immediate expenses that the company has incurred.

Merrill Lynch told BNamericas that CSN could receive as much as
US$570 million with US$400 to US$500 million going to operating
losses and US$70 million for the damaged equipment.

BNamericas relates that blast furnace no. 3 accounts for 70% of
CSN's iron pig production.  After the accident on January 22,
the company bought about 1 million tons of slabs to account for
the production losses incurred during the accident.

The damaged blast furnace was originally scheduled to resume
operations on June 15, but it was delayed to June 23, because
final tests were being conducted to ensure operations,
BNamericas says.

CSN officials told BNamericas that once the operations resumed,
it would take about 10 days to reach full capacity.

                        *    *    *

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

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


DURA AUTOMOTIVE: Plans to Shut Down Llaneli Facility
----------------------------------------------------
Dura Automotive Systems Inc. intends to cut 270 jobs as it seeks
to shutdown its Llanelli plant in the United Kingdom by year-end
to improve overall capacity utilization, according to published
reports.

Dura's UK facility is the second plant to shutdown following the
Ontario, Canadia plant closure announced by the company in May.
The company blames competition in the motor industry for the
plant closures.

"We operate in a very competitive automotive environment and are
closely examining all of our facilities to ensure we meet our
50-cubed goals," Dura's Chairman and Chief Executive Larry
Denton disclosed in a statement.

The Associated Press said the company devised a 50-cubed
efficiency strategy in February to improve performance goals in
quality, worldwide efficiency and profitability.  This included
a restructuring plan that was directed in closing about five to
10 manufacturing facilities worldwide by the end of next year.

Headquarted in Rochester Hills, Michigan, DURA Automotive
Systems, Inc. -- http://www.duraauto.com/-- is an independent  
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies,
structural door modules and exterior trim systems for the global
automotive and recreation & specialty vehicle industries.  DURA,
which operates in 63 locations, sells its products to every
major North American, Asian and European automotive original
equipment manufacturer and many leading Tier 1 automotive
suppliers.  It currently operates in 63 locations including
joint venture companies and customer service centers in 14
countries including Brazil.

                        *    *    *

As reported by the Troubled Company Reporter on Feb. 13, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dura Automotive Systems Inc. to 'B-' from 'B'.


INTERCONEXION: CTEEP Buy Cues S&P to Hold BB Currency Rating
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB' local
currency long-term corporate credit rating on Interconexion
Electrica S.A. E.S.P. on CreditWatch with negative implications,
following the company's acquisition of a 50.1% controlling stake
in Companhia de Transmissao de Energia Paulista (CTEEP; not
rated) for about US$540 million.  CTEEP is the main electric
transmission company in Brazil. Located in the state of Sao
Paolo, it has roughly 11,800 kilometers of transmission lines.  
For the 12 months ended March 31, 2006, CTEEP posted US$543
million in revenues, and an EBITDA of about US$283 million.

S&P believes the acquisition of CTEEP reflects ISA's continuous
efforts to pursue geographic diversification and to capitalize
growth opportunities throughout the region.

"However, the negative CreditWatch listing reflects our concern
that the acquisition could also result in higher leverage that
could weaken the company's financial profile," said Standard &
Poor's credit analyst Fabiola Ortiz.

It is expected that part of the CTEEP acquisition will be
financed with debt.  The 'BB' foreign currency rating is
affirmed and reflects S&P's expectation that the downgrade would
be limited to one notch.

Standard & Poor's will monitor developments related to the
acquisition process and any associated financing plans, and will
resolve the CreditWatch after assessing the effect that the
acquisition will have on the company's risk profile.  In
particular, we will focus on the evaluation of the company's
indebtedness, as well as on its ability to generate adequate
cash flow streams and to maintain profitability indicators
consistent with the investment-grade rating category.

The ratings on ISA reflect the company's dominant position in
Colombia's National Transmission System, its strategic
importance for the Republic of Colombia, its natural monopoly,
and the government's ownership.  These strengths are mitigated
by the risks of operating in the economic and political
environment of Colombia, foreign-exchange risk related to its
foreign-currency-denominated debt, and its increased exposure to
more volatile economies.


PETROLEO BRASILEIRO: Discloses 2007-2011 Business Plan
------------------------------------------------------
Petroleo Brasileiro, a Brazilian international energy company,
approved on June 30 a business plan for the period 2007-2011.  

The salient terms of the plan include:

    -- a long term 2015 oil and natural gas production target,
    -- substantial expansion in the natural gas production chain
    -- a greater role in petrochemicals, and
    -- refining and development of green fuels.

The business plan uses the same fundamental premises defined in
the Petrobras 2015 Strategic Plan -- which was approved in May
2004 -- in what concerns the Mission and 2015 Vision of the
Company, and adjusts corporate objectives and strategies.  

The 2007-2011 Business Plan maintains the company's aggressive
growth targets.  Worldwide oil, natural gas liquids, and gas
production should reach 3,493 thousand barrels of oil equivalent
(boe) by 2011, of which 2,925 thousand come from Brazil.  

For the first time the company also disclosed its longer term
production target for 2015 of 4,556 thousand boe by 2015,
re-emphasizing the strength of the new plan.  These projections
take into consideration the maintenance of a reserve-production
ratio.

In the downstream segment, the targets reflect the objective of
maintaining a balance between production and processing
capacity, and expand activities in petrochemicals and
fertilizers, promoting synergies with other Petrobras
operations.

Consequently, worldwide refining throughput should reach 2,376
thousand bpd by 2011, and 3,201 thousand bpd by 2015.

                      Target Indicators

The plan calls for investments of US$87.1 billion, in the
period, representing a yearly average of US$17.4 billion -- of
which 86% or US$75.0 billion goes to Brazil while 14% or US$12.1
billion goes to other countries.  These figures represent a 66%
increase in relation to the previous plan for the same period.

Concerning investments in Brazil, besides the expressive growth
in E&P and Downstream, the expansion of investments in gas and
energy, to meet growing demand for natural gas in the Brazil,
and
Distribution, to assure the leadership and growth of the company
in this business segment, are also noteworthy.

Internationally, 70% of investments are directed to E&P with a
concentration in the US Gulf and West Coast of Africa.

The growth in the value of the project portfolio is due to:

     -- US$17.4 billion worth of new projects,

     -- US$7.8 billion of cost increases as a result of the
        tight equipment and oil services market,

     -- US$ 4.2 billion as a result of currency appreciation,
        and

     -- the rest as a result of other factors including changes
        to project scope and business modeling.

The investment also includes US$17.6 billion to be used by
different segments in the whole natural gas production chain in
Brazil, with a view towards developing, leading, and assuring a
reliable source of natural gas for the Brazilian market.
Investments by Petrobras' partners should reach another US$4.5
billion in the same period.

Petrobras is maintaining its product pricing policy of alignment
to international prices.  As a result, expected cash generation
should reach US$86.7 billion in the period (net of dividends),
which should be sufficient to finance almost the entire
Investment Plan.  New capital market borrowing is projected to
amount to US$12.6 billion, and projected debt amortization to
equal US$12.2 billion.

                    Uses Sources and Uses

Petrobras will continue its policy of lengthening its debt
maturity profile and reduction of leverage so that despite of
the expansion of investments average financial leverage should
be less than under the previous plan.

            Return and Financial Leverage Indicators

The revised plan takes into account realistically international
petroleum price increases.  This increase has reflected in the
whole production chain principally in what concerns service
costs, maintenance, equipment and special operations in the oil
sector, impacting lifting and refining costs of all companies.
The expanding global economy has also had a direct impact in
various industries that compose the supply chain of the
industry.  Quantitative assumptions relating to market
tendencies and oil and oil products prices and margins, at the
international level, were re-evaluated taking into account the
higher price levels observed beginning in 2004.

                  Macroeconomic Premises

Beginning with this business plan, Petrobras will announce its
targets for greenhouse gas emissions, in line with its strategy
of sustainable growth.

Petrobras aims to expand its participation in the bio-fuels
market by leading national production of bio-diesel and
expanding its role in the ethanol business.  In line with this
strategy the H-BIO technology that transforms vegetable oils
into diesel represents a driver for the growth of this market.

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.

                        *    *    *

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

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

Fitch upgraded the foreign currency rating of Petrobras to BB+
from BB, with positive outlook, in conjunction with Fitch's
upgrade of the long-term foreign and local currency IDRs of the
Federative Republic of Brazil to BB, from BB- on June 29, 2006.


UNIAO DE BANCOS: Shareholders Approve New Share Issuance
--------------------------------------------------------
Uniao de Bancos Brasileiros S.A. aka Unibanco and Unibanco
Holdings S.A. approved during their Extraordinary Shareholders
Meetings on June 29 the proposals of their Board of Directors to
increase corporate capital through the issuance of new shares.

Unibanco's corporate capital will be increased by BRL3 billion.  
Unibanco's overall corporate capital will be raised to BRL8
billion from BRL5 billion.  This will be done through the
capitalization of all of the funds in the Currency Exchange Risk
Reserve and a portion of the funds allocated to the reserve
designed to ensure that Unibanco maintains adequate operating
margins, by means of the issuance of one new share of the same
type for each existing common and preferred share of Unibanco.

According to the provisions in the Normative Instruction issued
by the Brazilian Federal Revenue Secretary, the unitary cost
assigned to the new shares will be BRL2.144546.

Meanwhile, Unibanco Holdings' corporate capital will increase by
BRL2,691,925,722.32.  Unibanco Holdings' overall corporate
capital will then be raised to BRL4,555,375,681.04 from
BRL1,863,449,958.72.  This will be done through the
capitalization of the same amount of the profit reserves, by
means of the issuance of one new share of the same type for each
existing common and preferred share of Unibanco Holdings.

According to the provisions of the Normative Instruction issued
by the Brazilian Federal Revenue Secretary, the unitary cost
ascribed to the new shares will be BRL3.310068.

Shareholders who hold Units or share deposit certificates --
each representing one preferred share issued by Unibanco and one
preferred share issued by Unibanco Holdings -- shall receive,
for each Unit held, one additional Unit.

The unitary cost assigned to the additional Unit will be
BRL5.454614.

The Global Depositary Shares traded on the New York Stock
Exchange -- each representing five Units -- shall represent 10
Units, which means that there will be no issuance of new GDSs.

The Central Bank of Brazil must approve the decision Unibanco
and Unibanco Holdings made regarding the stock dividend.  The
action on the GDSs also requires the approval of the Brazilian
Security Exchange Commission.  Once the two approvals have been
obtained, the record date for the shareholders of both Unibanco
and Unibanco Holdings -- for the purpose of determining the
right to receive the new shares -- will be released.   
Therefore, until the record date is being disclosed, the
existing shares of Unibanco and of Unibanco Holdings will be
traded with the right to receive the new shares issued.  The new
shares shall be delivered to the shareholders and traded after
the record date is disclosed.

Unibanco and Unibanco Holdings aim to boost their shares'
liquidity in the Brazilian stock market by means of having a
quotation value accessible to small investors.

                        *    *    *

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

                        *     *    *

As reported in the Troubled Company Reporter-Latin America on
July 4, 2006, Fitch Ratings upgraded these ratings of Unibanco
-- Uniao de Bancos Brasileiros S.A.:

   -- Foreign currency long-term IDR to BB from BB-;
   -- Local currency long-term IDR to BB+ from BB; and
   -- National long-term rating to 'AA(bra)' from 'AA-(bra)'.

The long-term Outlook is Stable.


* BRAZIL: Shocked by Paraguay's Itaipu Bond Sale to Venezuela
-------------------------------------------------------------
The government of Brazil was taken aback by Paraguayan Pres.
Nicanor Duarte's proposal to sell its bonds from the Itaipu
utility, which is jointly owned by the two countries, for US$3
billion to Venezuela, Valor Economico reports.

Itaipu gets hydroelectric energy from the Itaipu dam on the
Parana river, forming a border between the two countries, Dow
Jones says.

Brazilian officials were quoted by Valor as saying that their
government has no plans to offer their bonds for sale to
Venezuela under Hugo Chavez' administration.

But this is not the only factor on Brazil's decision, the
government sees no immediate need for new financing for Itaipu
and adds that a bond issue would only increase to subsequent
costs through interest payments, Valor relates.

However, Pres. Duarte told Valor that Venezuela might consider
buying the bonds at a much lower interest rate than those of
international levels, consequently saving the utility money on
interest payments.  

                        *    *    *

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

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

Moody's assigned this rating:

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

                        *    *    *

Standard & Poor's assigned these ratings on Paraguay:

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

                        *    *    *

Fitch upgraded these ratings of Brazil on June 29, 2006:

   -- Long-term foreign currency IDR: to 'BB' from 'BB-';
   -- Long-term local currency IDR: to 'BB' from 'BB-'; and
   -- Country ceiling to 'BB' from 'BB-'.

Fitch also affirms Brazil's short-term rating at 'B'.

Fitch said the Rating Outlook is Stable.




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


A & H MFG: Creditors Must File Proofs of Claim by July 27
---------------------------------------------------------
A & H MFG. Co., Inc.'s creditors are required to submit proofs
of claim by July 27, 2006, to the company's liquidators:

        Richard Gordon
        Mike Hughes
        Maples Finance Limited
        P.O. Box 1093GT
        Grand Cayman, Cayman Islands

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

A & H MFG.'s shareholders agreed on June 7, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


ADUSAY: Final Shareholders Meeting Is Scheduled for July 26
-----------------------------------------------------------
Adusay's shareholders will convene for a final meeting on
July 26, 2006, at:

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

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

The liquidators can be reached at:

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


BRANDES OFFSHORE: Last Shareholders Meeting Is Set for July 26
--------------------------------------------------------------
Brandes Offshore Investment Fund, Ltd.'s shareholders will
gather on July 26, 2006, for a final general meeting at 11:00
a.m. at the company's registered office.

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

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

The liquidators can be reached at:

          S.L.C. Whicker
          K.D. Blake
          Attention: Dorra Mohammed
          P.O. Box 493, George Town
          Grand Cayman, Cayman Islands
          Tel: 345-914-4475
          Fax: 345-949-7164


CAMOMILLE GLOBAL: Proofs of Claim Filing Deadline Is July 27
------------------------------------------------------------
Camomille Global Opportunities Master Fund's creditors are
required to submit proofs of claim by July 27, 2006, to the
company's liquidators:

        Richard Gordon
        Mike Hughes
        Maples Finance Limited
        P.O. Box 1093GT
        Grand Cayman, Cayman Islands

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

Camomille Global's shareholders agreed on June 12, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


CQS (FEEDER): Lenders Have Until July 27 to File Proofs of Claim
----------------------------------------------------------------
CQS Equity Opportunities Feeder Fund Limited's creditors are
required to submit proofs of claim by July 27, 2006, to the
company's liquidators:

        Richard Gordon
        Mike Hughes
        Maples Finance Limited
        P.O. Box 1093GT
        Grand Cayman, Cayman Islands

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

CQS Equity's shareholders agreed on June 7, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


CQS (MASTER): Proofs of Claim Must be Filed by July 27
------------------------------------------------------
CQS Equity Opportunities Master Fund Limited's creditors are
required to submit proofs of claim by July 27, 2006, to the
company's liquidators:

        Richard Gordon
        Mike Hughes
        Maples Finance Limited
        P.O. Box 1093GT
        Grand Cayman, Cayman Islands

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

CQS Equity's shareholders agreed on June 7, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


DAWNING GLOBAL: Creditors Must File Proofs of Claim by July 27
--------------------------------------------------------------
Dawning Global Asset Funding I Limited's creditors are required
to submit proofs of claim by July 27, 2006, to the company's
liquidators:

        Andrew Millar
        Emile Small
        Maples Finance Limited
        P.O. Box 1093GT
        Grand Cayman, Cayman Islands

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

Dawning Global's shareholders agreed on June 7, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


EOLE LIMITED: Sets July 26 as Last Shareholders Meeting
-------------------------------------------------------
Eole Limited's shareholders will convene for a final meeting on
July 26, 2006, at:

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

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

The liquidators can be reached at:

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


HANABI LIMITED: Last Day to File Proofs of Claim Is July 27
-----------------------------------------------------------
Hanabi Limited's creditors are required to submit proofs of
claim by July 27, 2006, to the company's liquidators:

        Helen Allen
        Emile Small
        Maples Finance Limited
        P.O. Box 1093GT
        Grand Cayman, Cayman Islands

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

Hanabi Limited's shareholders agreed on June 7, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


HECTOR FUNDING: Proofs of Claim Must be Filed by July 27
--------------------------------------------------------
Hector Funding II Limited's creditors are required to submit
proofs of claim by July 27, 2006, to the company's liquidators:

        Helen Allen
        Emile Small
        Maples Finance Limited
        P.O. Box 1093GT
        Grand Cayman, Cayman Islands

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

Hector Funding's shareholders agreed on June 7, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


HH CAYMAN: Shareholders Final Meeting Scheduled on July 26
----------------------------------------------------------
HH Cayman Co. Ltd.'s shareholders will convene for a final
meeting on July 26, 2006, at:

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

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

The liquidators can be reached at:

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


INDOSIRES LIMITED: Final Shareholders Meeting Is Set for July 26
---------------------------------------------------------------
Indosires Limited's shareholders will convene for a final
meeting on July 26, 2006, at:

           Deutsche Bank (Cayman) Limited
           Elizabethan Square, George Town
           Grand Cayman, Cayman Islands

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

The liquidators can be reached at:

           David Dyer
           P.O. Box 1984, George Town  
           Grand Cayman, Cayman Islands
           Tel: (345) 949-8244
           Fax: (345) 949-5223


JACKSON CREEK: Last Day to File Proofs of Claim Is July 27
----------------------------------------------------------
Jackson Creek CDO, Ltd.'s creditors are required to submit
proofs of claim by July 27, 2006, to the company's liquidators:

        Phillip Hinds
        Richard Gordon
        Maples Finance Limited
        P.O. Box 1093GT
        Grand Cayman, Cayman Islands

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

Jackson Creek's shareholders agreed on June 13, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


MONTEPIO GERAL: Sets July 26 for Final Shareholders Meeting
-----------------------------------------------------------
Montepio Geral - Cayman's shareholders will gather on
July 26, 2006, for a final general meeting at 12:00 p.m. at the
company's registered office.

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

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

The liquidators can be reached at:

          S.L.C. Whicker
          K.D. Blake
          Attention: Peter de Vere
          P.O. Box 493, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 945-4334
          Fax: (345) 949-7164


ORCHID ASIA: Liquidator Presents Wind Up Accounts on July 26
------------------------------------------------------------
Orchid Asia, Ltd.'s shareholders will convene for a final
meeting on July 26, 2006, at Mavibel (Maatschappij voor
Internationale Beleggingen) B.V. in Rotterdam.

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

The liquidators can be reached at:

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


RUBY CAPITAL: Proofs of Claim Filing Deadline Is July 27
--------------------------------------------------------
Ruby Capital One Limited's creditors are required to submit
proofs of claim by July 27, 2006, to the company's liquidators:

        Martin Couch
        Emile Small
        Maples Finance Limited
        P.O. Box 1093GT
        Grand Cayman, Cayman Islands

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

Ruby Capital's shareholders agreed on June 8, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


SANWA CAPITAL: Creditors Must File Proofs of Claim by July 27
-------------------------------------------------------------
Sanwa Capital Finance 1 Limited's creditors are required to
submit proofs of claim by July 27, 2006, to the company's
liquidators:

        Martin Couch
        Mike Hughes
        Maples Finance Limited
        P.O. Box 1093GT
        Grand Cayman, Cayman Islands

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

Ruby Capital's shareholders agreed on June 15, 2006, for the
company's voluntary liquidation under Section 135 of the
Companies Law (2004 Revision) of the Cayman Islands.


SOEBHIK LIMITED: Final Shareholders Meeting Will be on July 26
--------------------------------------------------------------
Soebhik Limited's shareholders will convene for a final meeting
on July 26, 2006, at:

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

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

The liquidators can be reached at:

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


TANTS 1: Schedules Final Shareholders Meeting on July 26
--------------------------------------------------------
T.A.N.T.S. 1 Limited's shareholders will gather on July 26 for a
final general meeting at 10:00 a.m. at the company's registered
office.

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

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

The liquidators can be reached at:

          S.L.C. Whicker
          K.D. Blake
          Attention: Dorra Mohammed
          P.O. Box 493, George Town
          Grand Cayman, Cayman Islands
          Tel: (345) 914-4475
          Fax: (345) 949-7164




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


BANCOLOMBIA: Seeks Purchase Opportunities for Expansion Abroad
--------------------------------------------------------------
Jorge Londono, the Chief Executive Officer of Bancolombia, told
Business News Americas that the company continues to look for
purchase opportunities to expand abroad as well as within
Colombia.

Bancolombia has a 20% market share in Colombia in terms of
assets.  The company has representative offices in Panama and
the Cayman Islands, an agency in Miami, Banco Corfinsura
Internacional in Puerto Rico as well as international leasing
unit, Suleasing.

"Over the next few years, we will continue strengthening as a
universal bank both in Colombia as well as abroad," Mr. Londono
told BNamericas.

Mr. Londono said that Bancolombia's consolidated solvency ratio
stood at 12.1% at the end of May, which is beyond the 11% legal
minimum in Colombia, BNamericas says.  He said that Bancolombia
aims to keep it at that level.

However, Bancolombia did not set a time frame for the goal, Mr.
Londono told BNamericas.  Also, the company has not yet decided
whether to participate in the coming auction of Bancafe, the
largest state bank in Colombia that Fogafin will auction on
Oct. 2.

At the end of May, Bancafe posted COP7.61 trillion worth of
assets in Colombia, equivalent to a 7.5% market share, making it
the country's seventh largest bank.

According to BNamericas, Mr. Londono said that loans have been
growing at about 15% this year in real terms, due to a stronger
economy as well as domestic demand.  

DANE, the national statistics agency indicated that Colombia's
GDP increased 5.2% in the first quarter, propelled by the
sectors:

    -- finance,
    -- transport,
    -- commerce, and
    -- industrial.

According to BNamericas, Mr. Londono said Bancolombia aims to
grow at the same pace as the market this year.

Mr. Londono told BNamericas, "We hope macroeconomic conditions
that have curbed unemployment and boosted disposable income do
not change substantially for the remainder of the year."

Bancolombia expects to conclude its merger with Conavi, a home-
loan provider, and Corfinsura -- an investment bank -- in the
second half of 2006, BNamericas reports, citing Mr. Londono.

"We have already completed the administrative, accounting and
treasury integration, and during this year's first half began
broadening our portfolio of products in each of the distribution
networks. During the second half, we will focus on integrating
operating, commercial and technological processes," Mr. Londono
told BNamericas.

BNamericas states that the merger -- praised by analysts for
being carried out without incurring significant extraordinary
expenses -- will bring Bancolombia with more than 4.68 million
customers.  The bank currently has about 1.83 million clients.

Bancolombia's branches have also increased to 665 from 388, and
when the merger is completed, the company will have around 18%
of the financial system's total deposits, according to
BNamericas.

The local stock exchange said on Tuesday that Bancolombia would
be the heaviest stock for the July-September period, BNamericas
reports.

                        *    *    *

The Troubled Company Reporter-Latin America reported on
April 28, 2006, that Moody's Investors Service upgraded
Bancolombia's bank financial strength ratings to D+ from D with
a stable outlook.

Moody's added that the action concludes the review for possible
upgrade that was announced on October 13, 2005.  Moreover,
Bancolombia's Ba3/Not Prime long- and short-term foreign
currency deposit ratings were affirmed.  Moody's said the
outlook on all ratings is stable.

                        *    *    *

On Dec. 22, 2005, Fitch affirmed the ratings assigned on
Bancolombia, as:

  -- Long-term/short-term foreign currency at 'BB/B';
  -- Long-term/short-term local currency at 'BBB-/F3';
  -- Individual at 'C';
  -- Support at '3'.




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


FALCONBRIDGE LTD: European Commission Clears Acquisition by Inco
----------------------------------------------------------------
The proposed acquisition of Falconbridge Limited by Inco Limited
was cleared by the European Commission.  Inco satisfied the
final outstanding regulatory condition to the acquisition, and
Falconbridge shareholders may tender their shares to Inco's
enhanced offer, which expires on July 13, 2006.  The Inco offer
has been recommended to Falconbridge shareholders by the Board
of Directors of Falconbridge.

The regulatory clearance, set forth in a decision issued by the
Commission, is structured on the same remedy agreed upon with
the U.S. Department of Justice.  This remedy is outlined in the
Troubled Company Reporter on June 8, 2006.

                         About Inco

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

                    About Falconbridge

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

                        *    *    *

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


* DOMINICAN REPUBLIC: Proposes Trade Deal with South Korea
----------------------------------------------------------
The Dominican Republic's Pres. Leonel Fernandez asked South
Korea to help it set up an electronic government system in the
country in return for making it as a channel for South Korea's
exports to the United States, the Associated Press reports.

The AP says that Pres. Fernandez visited his South Korean
counterpart, Roh Moo-hyun, to ink the pact.  Pres. Fernandez
regarded the visit as a means to boost the ties between the two
countries.

"Korea has been very successful in the application of its e-
government.  The Dominican Republic is in its early stage," Mr.
Fernandez said at a news conference.

South Korea leads in broadband Internet connections according to
a per capita rate, the AP relates.

To meet his part of the bargain, Pres. Fernandez relies on his
government's free-trade agreement with the United States, making
it easier for South Korea to strengthen its exports in the US,
the AP says.

"We can triangulate our relationship, as the Dominican Republic
can serve as a springboard for (South Korean) exports targeted
into the eastern seaboard of the U.S.," Pres. Fernandez told AP.

                        *    *    *

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

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

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

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

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

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

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

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

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

Fitch also affirmed these ratings:

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

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

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

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




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


PETROECUADOR: Pacts with Venezuela Part of LatAm Integration
------------------------------------------------------------
The accords signed by Petroecuador, Ecuadorean state-run oil
firm, with Petroleos de Venezuela, its Venezuelan counterpart,
is part of an extensive process of cooperation and energy fusion
to foster Latin American integration, Inside Costa Rica reports,
citing Rafael Ramirez, Venezuela's energy minister.

Inside Costa Rica relates that Ecuador and has established a
strategic energy alliance with Venezuela, aiming to foster the
integration.

According to the report, Petroecuador and Petroleos de Venezuela
signed two agreements that will allow exploration of businesses
of mutual interest like:

   -- refining,
   -- production,
   -- staff's training, and
   -- trade.

Inside Costa Rica states that the first signed agreement sets up
the bases to begin an extensive cooperation process in the
hydrocarbon sector, for the development and promotion of oil,
gas, electricity and petro-chemistry in both Ecuador and
Venezuela.

Meanwhile, the second document signed is an accord on the
exchange and process of the Ecuadorian crude oil for Venezuelan
by-products, which will allow savings of almost US$200 million
to Ecuador, Inside Costa Rica says.  According to Minister
Ramirez, this pact allows revealing the crude oil exchange
formula for by-products.

The minister said that Venezuela is ready to receive the first
oil shipment and deliver by-products.  Oil exchange for by-
products will be in August, BNamericas states.

                About Petroloes de Venezuela

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

                     About Petroecuador

Petroecuador, according to published reports, is faced with
cash-problems.  The state-oil firm has no funds for maintenance
has no funds to repair pumps in diesel, gasoline and natural gas
refineries, and has no capacity to pay suppliers and vendors.
The government refused to give the much-needed cash alleging
that Petroecuador has been inefficient and non-transparent in
its accounts.




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


MILLICOM INTERNATIONAL: S&P Affirms B+ Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit and 'B-' senior unsecured debt ratings on
Luxembourg-headquartered emerging-markets wireless
telecommunications operator Millicom International Cellular S.A.  
The ratings were removed from CreditWatch with developing
implications, where they had been placed on Jan. 20, 2006, on
the initiation of a strategic review that could have led to a
transaction such as the sale of all or part of the company.  The
outlook is stable.

"The affirmation reflects the removal of any immediate positive
or negative change in credit quality following the termination
of all discussions concerning a potential sale of the company's
entire share capital," said Standard & Poor's credit analyst
Michael O'Brien.

Millicom's more mature operations in Central America have
performed well under a unified brand, while its operations in
Pakistan will undergo a relaunch later in 2006.  Although
Millicom will be investing heavily in its growing operations
this year, particularly in Pakistan, Standard & Poor's expects
the group to maintain adequate liquidity in cash and undrawn
facilities to cover network investments, license fees, and
operating liability management.

At March 31, 2006, Millicom's lease-adjusted debt on a nominal
basis, including supplier credit guarantees of US$29.3 million,
was about US$1.0 billion.  Total debt to EBITDA for the 12
months ended March 31, 2006, was 2.1x, which is in line with the
ratings.  Careful use of cash at the corporate level will be key
for rating evolution.

"Millicom should be able to sustain its credit quality, assisted
by careful liquidity management," Mr. O'Brien added.  "The group
should also continue to benefit, when necessary, from portfolio
diversification."

In addition, we expect that EBITDA will continue to grow
meaningfully and that EBITDA in Pakistan will show strong growth
potential given the level of network investments in that
country, leading to sustainable free operating cash flow
generation.

Any significant deviation from Millicom's growth path could
negatively affect the ratings.  This would include lackluster
EBITDA growth and significantly reduced liquidity due to
operating cash flow underperformance or excessive payments for
entry into new high-risk ventures.  Additionally, the event risk
and associated financial implications of a potential return to
the Vietnam market could put pressure on the ratings.

Conversely, the ratings could be positively affected by
meaningful operating performance growth from Pakistan and
continuing satisfactory developments in Central America.

Millicom International Cellular S.A. -- http://www.millicom.com/
-- is a global telecommunications investor with cellular
operations in Asia, Latin America and Africa.  It currently has
cellular operations and licenses in 16 countries.  The Group's
cellular operations have a combined population under license of
approximately 391 million people.

The Central America Cluster comprises Millicom's operations in
El Salvador, Guatemala and Honduras.  The population under
license in Central America as at December 2005 is 26.4 million.
The South America Cluster comprises Millicom's operations in
Bolivia and Paraguay.  The population under license in South
America as at December 2005 is 15.2 million.
  

* EL SALVADOR: State Firm to Launch Bidding on Chaparral Project
----------------------------------------------------------------
Rodolfo Caceres -- the production manager of Comision Ejecutiva
Hidroelectrica del Rio Lempa aka CEL, the state power company of
El Salvador -- told El Diario de Hoy that the company will
launch an auction in September for the construction of a 65.3MW
El Chaparral hydro project.

Nicolas Salume, the president of CEL, told Business News
Americas that among entities that have shown interest in the
project include:

     -- Alstom of France,
     -- Mexican group Ideal, and
     -- German companies Voigt and Siemens.

El Diario relates that the public-private project will cost
about US$92.5 million, and will be built on the river Torola in
the San Miguel department.  Operations of the hydro project
could start in 2010.

Ana Vilma de Escobar, El Salvador's vice president, told
BNamericas that Proesa, whom she heads as president, has met
with Decalion, a French bank, and Banco Nacional de
Desenvolvimento Economico e Social S.A. -- Brazil's national
development bank.

The construction of the project has to be done with funding from
the private sector as El Salvador doesn't have the capacity to
take on more debt, BNamericas states, citing Mr. Nicolas.

                        *    *    *

Fitch Ratings assigned these ratings on El Salvador:

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




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


DYNCORP INT'L: Earns US$28MM in Fiscal Year Ended March 31, 2006
----------------------------------------------------------------
DynCorp International LLC earned US$28,385,000 of net income on
US$1,966,993,000 of net sales for the fiscal year ending
March 31, 2006, the Company disclosed in its Annual Report in
Form 10-K filed with the Securities and Exchange Commission.

As of March 31, 2006, the Company's balance sheet showed assets
totaling US$1,148,193,000 and a US$223,908,000 stockholders'
equity.

               Liquidity and Capital Resources

Historically, the Company financed its capital and working
capital requirements through a combination of cash flows from
operating activities and transfers from the predecessor parent
companies.  The Company did not incur interest-bearing debt
during the year ended April 2, 2004.  In connection with its
2005 acquisition, the Company entered into a US$75-million
revolving credit facility available to fund working capital and
other cash requirements not funded from ongoing operations.  
Subsequently, in January 2006, this revolving credit facility
was increased to US$90 million.  Leading up to the 2005
acquisition, Computer Sciences Corp. accelerated collection of
receivables where possible and delayed payments to vendors and
subcontractors.

As a result, the Company had to draw US$20 million on the
revolving credit facility shortly after the closing of the 2005
acquisition, and as of April 1, 2005, the outstanding balance
was US$35 million.  The Company repaid its revolving credit
facility during the three months ended July 1, 2005.

Cash and cash equivalents as of March 31, 2006, were US$20.6
million compared to US$13.5 million as of April 1, 2005.  
Concurrently with, and as a condition to, the offering of its
senior subordinated notes, the Company entered into a senior
secured credit facility.  The Company's senior secured credit
facility provided it with a US$345 million term loan, maturing
in 2011, and up to US$90 million in available revolving loan
borrowings, maturing in 2010.

As of March 31, 2006, the Company's revolving credit facility
was undrawn and we had US$661.6 million of indebtedness, of
which US$341.6 million was secured, including the senior
subordinated notes and excluding accrued interest.  This does
not take into account the partial redemption of the Company's
senior subordinated notes with a portion of the proceeds that it
received from its parent's equity offering.  On the same date,
the Company had approximately US$82.5 million available under
its senior secured credit facility (which gives effect to US$7.5
million of outstanding letters of credit).

During fiscal 2006, US$56.7 million of interest expense was
incurred, which included both the interest costs applicable to
the fiscal year, as well as amortization of the deferred
financing fees resulting from the 2005 acquisition.  This
interest expense includes the interest on the senior secured
credit facility, the revolving credit facility and the senior
subordinated notes.

On May 9, 2006, the Company's parent consummated an equity
offering of 25,000,000 shares of its Class A common stock, par
value US$0.01 per share, at a price of US$15 per share.  The
gross proceeds from the Equity Offering of US$375 million,
together with cash on hand, were used:

   (1) to redeem all of the parent's outstanding preferred
       stock, of which US$222.8 million, including accrued and
       unpaid dividends, was outstanding as of May 9, 2006;

   (2) to pay a special Class B distribution in the amount of
       US$100 million to the holder of the parent's common
       stock, DIV Holding LLC;

   (3) to redeem US$28 million of the Company's senior
       subordinated notes on June 8, 2006;

   (4) to pay prepayment penalties of US$8.4 million as of
       May 9, 2006, US$5.7 million of which represented
       prepayment penalties on the parent's preferred stock and
       US$2.7 million of which represented prepayment penalties
       on our senior subordinated notes; and

   (5) to pay transaction expenses of approximately US$35
       million, including an underwriters' commission of US$22.5
       million, a fee of US$5 million to Veritas Capital and
       US$7.5 million of miscellaneous fees and expenses related
       to the equity offering.

In addition, the Company used cash on hand to pay special cash
bonuses subsequent to its parent's equity offering of
US$3.125 million in the aggregate to the Company's executive
officers and certain other members of management.

A full-text copy of the Company's Annual Report in Form 10-K
filed with the Securities and Exchange Commission is available
for free at http://ResearchArchives.com/t/s?cef

                        About DynCorp

DynCorp International LLC -- http://www.dyn-intl.com/-- the
operating company of DynCorp International Inc., provides
specialized mission-critical technical and professional services
to civilian and military government agencies and commercial
customers.  Headquartered in Irving, Texas, DynCorp
International employs more than 14,0000 people in 35 countries
including Haiti.

                        *    *    *

As reported in the Troubled Company Reporter on June 19, 2006,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB-' from 'B+', on DynCorp
International LLC.  The ratings were removed from CreditWatch
where they were placed with positive implications on Oct. 3,
2005.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter on June 13, 2006,
Moody's Investors Service upgraded the ratings of DynCorp
International LLC based on DI's consistently improving
performance over the past year plus the marginal added benefits
to its credit metrics from the recently completed IPO.  This
concludes the review for possible upgrade that was initiated by
Moody's on April 20th.

These ratings were upgraded:

   * US$90 million senior secured revolver maturing
     February 11, 2010, to Ba3 from B2;

   * US$345 million senior secured term loan B due
     February 11, 2011, to Ba3 from B2;

   * US$320 million 9.5% senior subordinated notes due
     Feb. 15, 2013, to B3 from Caa1;

   * Corporate Family Rating, to B1 from B2;

   * Speculative Grade Liquidity Rating, to SGL-2 from SGL-3;
     and

   * The ratings outlook is stable.




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


DELTA AIR: Posts US$16 Million Net Loss in May 2006
---------------------------------------------------
Delta Air Lines (Other OTC: DALRQ) posted US$16 million net loss
in May 2006, according to the Monthly Operating Report for May
2006 that it filed with the U.S. Bankruptcy Court for the
Southern District of New York.

Delta reported a net loss of US$16 million in the month of May
2006, compared to a net loss of US$140 million in May 2005.  
Delta Air's net income before reorganization items was US$8
million for May 2006, a US$148 million improvement versus the
net loss in the prior year period.  As of May 31, 2006, Delta
Air had US$3.8 billion of cash, cash equivalents and short-term
investments, of which US$2.7 billion was unrestricted.

                    Restructuring Progress

In September 2005, Delta Air disclosed a comprehensive
restructuring plan intended to deliver an additional US$3
billion in annual financial benefits through revenue
improvements and cost reductions by the end of 2007.  During the
month of May, the progress that Delta Air has made is reflected
by:

  -- A reduction in operating costs to achieve a mainline non-
     fuel CASM (cost per available seat mile) of 6.95 cents for
     the month, a 2.8% decrease year over year.  This unit cost
     improvement was achieved despite a 10.9% reduction in
     mainline capacity.
    
  -- Improved consolidated passenger unit revenue of 10.77
     cents, an 18.5% increase compared to May 2005.  

"Despite a 35% increase in fuel prices year over year, May's
results represent our second consecutive month of profitability,
excluding the impact of reorganization items.  While our
improved results in traditionally high-traffic months are an
encouraging sign that our restructuring plan is working, the
continuing high price of fuel remains a significant risk factor
to our restructuring plan and drives the increased urgency in
completing our restructuring objectives," said Edward H.
Bastian, Delta Air's executive vice president and chief
financial officer.  

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


KAISER ALUMINUM: US District Court Consolidates Appellate Cases
---------------------------------------------------------------
The U.S. District Court for the District of Delaware has
consolidated for administrative purposes the appellate
proceedings commenced by Law Debenture Trust Company of New York
and Liverpool Limited Partnership with respect to the U.S.
Bankruptcy Court for the District of Delaware's ruling on the
Guaranty Subordination Dispute.

As reported in the Troubled Company Reporter on March 13, 2006,
Law Debenture and Liverpool took an appeal to the District Court
from Judge Judith K. Fitzgerald's:

    (1) order and memorandum decision overruling the Plan
        Objections of Law Debenture and Liverpool Limited
        Partnership;

    (2) order granting Law Debenture's request for
        reconsideration and overruling the Plan Objection; and

    (3) Order overruling the Plan objections of Law Debenture
        and Liverpool and the accompanying Memorandum Decision.

                     Appellants' Briefs

(a) Law Debenture

Law Debenture Trust Company of New York, indenture trustee in
respect of the 1993 Notes, asks the U.S. District Court for the
District of Delaware to reverse the ruling because the
Bankruptcy Court erred in:

    a. its construction of the plain and unambiguous language of
       the 1993 Indenture;

    b. considering extrinsic and parol evidence to construe the
       plain language of the Indenture's subordination
       provisions; and

    c. its conclusion that the fees and expenses incurred by Law
       Debenture should be subordinated to the 1994/96 Note
       Guarantees.

Francis A. Monaco, Jr., Esq., at Monzack and Monaco, P.A., in
Wilmington, Delaware, explains that under the terms of the
Indenture, Kaiser Aluminum Corporation's obligation to pay the
1993 Notes is expressly subordinated to the company's obligation
to pay subsequent senior notes issuances, including the 1994/96
Notes.

However, the Subsidiary Guarantors' obligation to pay the 1993
Note Guarantees is not subordinated to their obligation to pay
the 1994/96 Note Guarantees.

Mr. Monaco points out that nothing in the Indenture provides
that the 1993 Note Guarantees are subordinated to the 1994/96
Note Guarantees.

According to the Bankruptcy Court's analysis, the Subsidiary
Guarantors' obligations under the 1993 Note Guarantees must be
subordinated to their obligations under the 1994/96 Note
Guarantees unless the Indenture expressly says that they are not
subordinated.  This rationale is erroneous, Mr. Monaco asserts.

Furthermore, the Bankruptcy Court's admission of extrinsic and
parol evidence to add subordination terms was improper under New
York law, Mr. Monaco contends.  The Bankruptcy Court failed to
consider authority specific to the construction of the Indenture
as a public indenture, which differs significantly from typical
bilateral private contracts.

The Bankruptcy Court compounded its errors by concluding that
Law Debenture's fees and expenses as trustee should also be
subordinated to payment in full under the 1994/96 Note
Guarantees.  The subordination provisions of the Indenture do
not extend to Kaiser's obligations in respect of the Fees, Mr.
Monaco says.

(b) Liverpool

Liverpool Limited Partnership, holder of the 12-3/4% and 9-7/8%
notes issued by Kaiser Aluminum & Chemical Corporation, asserts
that the plain language and structure of the Indenture provides
that the 1993 Guarantees are not subordinated to the 1994/96
Guarantees.  They are only subordinated to the "Senior
Indebtedness of the Subsidiary Guarantors."

Rebecca S. Beste, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, says that the Bankruptcy Court failed to
construe the Indenture's subordination provisions strictly and
in accordance with their precise terms.  In effect, it ignored
the difference between the subordination of the 1993 Notes and
the subordination of the 1993 Guarantees.

Moreover, the Bankruptcy Court's overly broad reading of the
Indenture violated established principles of contract
interpretation under New York law, specifically the rule that
governs public indentures.

The Bankruptcy Court further erred in considering extrinsic
evidence to "explain" the terms of the Indenture.  New York law
bars the consideration of extrinsic evidence unless the contract
is ambiguous on its face, Ms. Beste asserts.

Liverpool asks the District Court to reverse the Bankruptcy
Court's ruling on the Guaranty Subordination Dispute and to
conclude that the 1993 Guarantees are not subordinated to the
1994/96 Guarantees.

                Ad Hoc Committee's Response

The Ad Hoc Committee of Senior Note Holders asserts that Article
3 of the Indenture effects the complete subordination by
precluding any payment with respect to the subordinated notes
until after Kaiser's senior debts are paid in full.

Furthermore, Article 16 of the Indenture expressly subordinates
the 1993 Guarantees to Senior Indebtedness of the Subsidiary
Guarantors, which must be construed to include the 1994/96
Guarantees.  It also confirms the subordination of the
Guarantees in the event of a bankruptcy.

According to Marc J. Phillips, Esq., at Connolly Bove Lodge &
Hutz, LLP, in Wilmington, Delaware, the x-clauses in both
articles reveal the full scope of the intended subordination
scheme they were designed to preserve and negate Law Debenture's
central claim that Article 3 deals only with the Notes and
Article 16 deals solely with Guarantees.

The Ad Hoc Committee also contends that the Bankruptcy Court
properly considered the uncontroverted evidence of the
circumstances surrounding the Indenture.  The evidence
demonstrated the intent of all involved that the 1993 Notes and
Guarantees be fully subordinated debt.

In addition, New York law does not apply special rules of
construction to an Indenture contract.  New York courts do not
recognize a "Rule of Explicitness" for subordination agreements,
Mr. Phillips asserts.

Law Debenture's claim for Fees as a trustee is also subordinated
to the same extent as the 1993 Notes and Guarantees.  The fee
provisions carve out no exception that would permit Law
Debenture to receive payments before senior noteholders are paid
in full.

For these reasons, the Ad Hoc Committee asks the District Court
to affirm the Bankruptcy Court's judgment.

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 February 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.  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. 98; Bankruptcy Creditors' Service, Inc.,
215/945-7000)




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


ALERIS INTERNATIONAL: Commences Tender Offer for Senior Notes
-------------------------------------------------------------
Aleris International, Inc., offered to purchase for cash any and
all of its outstanding 10-3/8% Senior Secured Notes Due 2010
(CUSIP No. 449681AC9) and 9% Senior Notes Due 2014 (CUSIP No.
014477AA1), on the terms and subject to the conditions in the
Offer to Purchase and Consent Solicitation Statement dated June
30, 2006 and the Consent and Letter of Transmittal.

Aleris is also soliciting consents from holders of the Notes to,
among other things, eliminate or make less restrictive
substantially all of the restrictive covenants and the events of
default and amend certain related provisions in the indentures
under which the Notes were issued.  The tender offer and consent
solicitation is being conducted in connection with, and is
contingent on the consummation of, the acquisition of the
downstream aluminum business of Corus Group plc.

The consent solicitation will expire at 5:00 p.m., New York City
time, on July 14, 2006, unless earlier terminated or extended.  
The tender offer will expire at midnight, New York City time, on
July 28, 2006, unless terminated or extended.

The total consideration for each US$1,000 principal amount of
Notes validly tendered and accepted for purchase, subject to the
terms and conditions of the tender offer and consent
solicitation, on or prior to the Consent Date will be
US$1,100.78 for the 10-3/8% Notes and US$1,134.96 for the 9%
Notes.  The total consideration includes a consent payment equal
to US$20 per US$1,000 for the 10-3/8% Notes and the 9% Notes.  

The tender offer consideration for each US$1,000 principal
amount of Notes validly tendered and accepted for purchase,
subject to the terms and conditions of the tender offer and
consent solicitation, tendered after the Consent Date but on or
prior to the Expiration Date (and not validly withdrawn)
pursuant to the Offer will be US$1,080.78 for the 10-3/8% Notes
and US$1,114.96 for the 9% Notes.  The total consideration and
the tender offer consideration to be paid for each US$1,000 in
principal amount of Notes will be paid in cash.  In either case,
all holders who validly tender their Notes will receive accrued
but unpaid interest up to, but not including, the date of
settlement.

In connection with the tender offer, Aleris is also seeking
consents to certain proposed amendments with respect to the
Notes.  The purpose of the proposed amendments is to, among
other things, eliminate or make less restrictive substantially
all of the restrictive covenants and the events of default and
to amend certain related provisions under the Indentures.  
Holders who desire to tender their Notes must consent to the
proposed amendments.  A holder may not deliver consents without
tendering the related Notes.  

The tender offer is subject to the satisfaction of certain
conditions, including receipt of consents sufficient to approve
the proposed amendments to the Indentures, obtaining the
requisite funding and the Acquisition having occurred or
occurring substantially concurrent with the Expiration Date.

The proposed amendments to the Indentures for which consents are
being solicited will be set forth in two supplemental indentures
and are described in more detail in the Offer Documents.  The
supplemental indentures will not be executed unless and until
Aleris has received consents from holders of a majority in
principal amount of the applicable Notes outstanding, and the
amendments will not become operative unless and until Aleris has
accepted for purchase at least a majority in principal amount of
the applicable Notes pursuant to the Offer Documents.

Deutsche Bank Securities Inc. is acting as dealer manager for
the tender offer and as the solicitation agent for the consent
solicitation and can be contacted at (212) 250-6008 (collect).  
Mackenzie Partners, Inc. is the depositary and information agent
and can be contacted at (212) 929-5500 (collect) or (800)
322-2885 (toll-free).  Copies of the Offer Documents and other
related documents may be obtained from the information agent.

                 About Aleris International

Headquartered in Beachwood, Ohio, a suburb of Cleveland, Aleris
International, Inc. (NYSE: ARS) -- http://www.aleris.com/-- is  
a major North American manufacturer of rolled aluminum products
and is a global leader in aluminum recycling and the production
of specification alloys.  The company is also a leading
manufacturer of value-added zinc products that include zinc
oxide, zinc dust and zinc metal.  The Company operates 42
production facilities in the United States, Brazil, Germany,
Mexico and Wales, and employs approximately 4,200 employees.

                           *     *     *

As reported in the Troubled Company Reporter on March 23, 2006,
Standard & Poor's Rating Services placed its 'BB-' corporate
credit and its other ratings on Aleris International Inc. on
CreditWatch with negative implications.  The action followed the
announcement that Aleris has entered into a non-binding letter
of intent to acquire the downstream aluminum operations of Corus
Group PLC (BB-/Watch Pos/B) for approximately US$840 million
plus the assumption of EUR28 million of debt, and EUR98 million
of debt-like pension liabilities.

Moody's Investors Service also placed the debt ratings of Aleris
International Inc., under review for possible downgrade.  The
ratings placed on watch include the Company's B1 Corporate
Family Rating; B2 rating on the US$210 million 10.375% senior
secured notes due 2010; and B3 rating on the US$125 million 9%
senior unsecured notes due 2014.


GENERAL MOTORS: Board to Discuss Renault-Nissan Alliance
--------------------------------------------------------
General Motors Corp.'s Board of Directors will meet tomorrow to
discuss the proposal to ally with Renault-Nissan, a
French-Japanese company, the Houston Chronicle reports.  
Renault-Nissan is a collaboration between Nissan Motor Co.,
Ltd., and Renault S.A.   

The proponent, Kirk Kerkorian -- who owns 9.9% equity stake in
GM through his investment firm Tracinda Corporation -- urged
GM chairman Rick Wagoner to sell a 20% stake in GM to
Renault-Nissan.  Jerome York, a GM director, advised Mr.
Kerkorian on the US$3-billion proposed alliance.

The French Le Figaro newspaper reported that Renault-Nissan's
president and chief executive officer Carlos Ghosn showed great
interest for a possible tie-up.  But, Mr. Ghosn publicly said
that GM should be the one to initiate a definite offer for the
alliance.  Mr. Ghosn got approval from his company's board of
directors to proceed with negotiations.  

Talks about Mr. Ghosn's next move after the proposed buy-in by
Renault-Nissan into GM sparked speculations.  Once 20% of GM's
equity stake gets into the hands of Renault-Nissan, with Mr.
Kerkorian's help, Mr. Ghosn can easily grab the chairmanship or
the CEO posts in GM.  

The Wall Street Journal reported that of the institutional
investors holding GM shares, State Street Global Advisors hold
the biggest stake, with 15.28% of the pie.  Two others
institutional shareholders control larger stake than Tracinda.  
Capital Research & Management, Co., holds 14.17% and Brandes
Investment Partners has 10.95%

GM is currently implementing a turnaround plan that involves
plant closures and job cuts.

Moody's Investors Services pointed out that while alliances
between auto manufacturers have often under performed original
expectations, the Renault-Nissan alliance has been particularly
effective and contributed to the successful turnaround of
Nissan.  The current partnership-alliance between the French and
Japanese automakers provides benefits in the areas of product
development, sourcing, production, marketing and distribution,
and operates on a global basis.  The addition of GM to the
currently effective partnership-alliance would present a number
of opportunities as well as significant challenges, in Moody's
opinion.  The broader scale of an alliance that incorporated GM
would present incremental opportunities for cost savings from
engineering, purchasing, manufacturing and distribution.  It
would also extend the alliance's presence in important markets
such as North America and Korea.  

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

                        *    *    *

As reported in the Troubled Company Reporter on June 30, 2006,
Standard & Poor's Ratings Services held all its ratings on
General Motors Corp. -- including the 'B' corporate credit
rating and the 'B+' bank loan rating, but excluding the '1'
recovery rating -- on CreditWatch with negative implications,
where they were placed March 29, 2006.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating of 'RR1'
to General Motor's new $4.48 billion senior secured bank
facility.  The 'RR1' (recovery of 90%-100%) is based on the
collateral package and other protections that are expected to
provide full recovery in the event of a bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of
up to US$4.5 billion being proposed by General Motors Corp.,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.


MERIDIAN AUTOMOTIVE: Reaches Consensual Pact with Major Lenders
---------------------------------------------------------------
Meridian Automotive Systems, Inc., has reached a consensual
agreement with its major creditor constituency classes.
Consequently, Meridian has filed a Third Amended Plan of
Reorganization and an Amended Disclosure Statement with the
United States Bankruptcy Court for the District of Delaware to
reflect the new arrangement.  Meridian has asked the Bankruptcy
Court to continue the Disclosure Statement hearing currently
scheduled for June 27, 2006, until July 17, 2006.

"We are extremely pleased to have achieved a consensual plan
supported by our major creditor constituencies.  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," Richard E. Newsted, Meridian's president and chief
executive officer, said.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and
other interior systems to automobile and truck manufacturers.  
Meridian operates 22 plants in the United States, Canada and
Mexico, supplying Original Equipment Manufacturers and major
Tier One parts suppliers.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 26, 2005 (Bankr. D.
Del. Case Nos. 05-11168 through 05-11176).  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan
Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S.
Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq.,
and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  Eric
E. Sagerman, Esq., at Winston & Strawn LLP represents the
Official Committee of  Unsecured Creditors.  The Committee also
hired Ian Connor Bifferato, Esq., at Bifferato, Gentilotti,
Biden & Balick, P.A., to prosecute an adversary proceeding
against Meridian's First Lien Lenders and Second Lien Lenders to
invalidate their liens.  When the Debtors filed for protection
from their creditors, they listed US$530 million in total assets
and approximately US$815 million in total liabilities.  
(Meridian Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Files 3rd Amended Plan & Disclosure Papers
---------------------------------------------------------------
On June 30, 2006, Meridian Automotive Systems, Inc., and its
eight debtor-affiliates delivered to the U.S. Bankruptcy Court
for the District of Delaware their Third Amended Joint Plan of
Reorganization and Disclosure Statement.

The Third Amended Plan, among others, adds another batch of
defined terms, amends the treatment of some classes of claims,
revises the Preferred Equity Offering and gives assurance on the
continuance of the Company's retiree benefits program.

Meridian President and Chief Executive Officer Richard E.
Newsted discloses that the principal purpose of the Third
Amended Plan is to effect a balance sheet restructuring pursuant
to which the Prepetition First Lien Claims will be satisfied,
while the Holders of Prepetition Second Lien Claims will
receive, among other things, their Pro Rata share of
substantially all of the New Common Stock to be issued.

                   Treatment of Class 3
              Prepetition First Lien Claims

Each Holder of an Allowed Prepetition First Lien Claim will, on
the Effective Date, except as otherwise provided in the Plan,
receive in full and complete settlement, release and discharge
of the Claim:

   (i) the Lien Avoidance Release;

  (ii) cash equal to 80% of its Allowed Prepetition First Lien
       Claim;

(iii) (A) Class A Convertible Preferred Stock having an
           aggregate Class A Stated Value equal to 20% of the
           Holder's Allowed Prepetition First Lien Claim; or

       (B) if the Holder delivers to Reorganized Meridian a
           properly completed Cash Election Form prior to the
           Cash Election Deadline, cash in an amount equal to
           15% of its Allowed Prepetition First Lien Claim; and

  (iv) consent fee equal to US$0.50 for each US$100 of its
       Allowed Prepetition First Lien Claim.

Under the Plan, Prepetition First Lien Claims will be deemed
allowed on the Effective Date in the aggregate principal amount
of US$303,400,000, plus:

   (i) outstanding accrued interest through the Effective Date
       pursuant to the DIP Order; and

  (ii) all reasonable fees, expenses and costs payable in
       respect of the Prepetition First Lien Claims under the
       Prepetition First Lien Credit Agreement;

minus amounts repaid prior to the Effective Date, if any.

By accepting the Plan as a Class, and subject to (x) the
occurrence of the Effective Date, and (y) the receipt of the
cash or Class A Convertible Preferred Stock, all Holders of
Prepetition First Lien Claims will be deemed to have waived and
relinquished any rights under the Intercreditor Agreements.

In addition, on the Effective Date, each Prepetition Letter of
Credit will be returned to the issuer undrawn and marked
canceled.

                   Treatment of Class 4
         Prepetition Second Lien Secured Claims

Each Holder of an Allowed Prepetition Second Lien Secured Claim,
will, on the Effective Date, receive in full and complete
settlement, release and discharge of the Claim:

   (i) its Pro Rata share of New Common Stock;

  (ii) the right, through the Preferred Equity Rights Offering,
       to acquire for cash its Pro Rata share of a number of
       shares of Class A Convertible Preferred Stock equal to
       that number of shares of Class A Convertible Preferred
       Stock that were not issued to Holders of Allowed
       Prepetition First Lien Claims in accordance with the Plan
       because of the election by the Holders, if any, to
       receive the Cash Option;

(iii) the Lien Avoidance Release; and

  (iv) each of the Committed Holders will receive a share of a
       total commitment fee equal to US$8,000,000, based upon
       the structure of the commitment fee and the Committed
       Holder's commitment, each as described in the Preferred
       Equity Funding Agreement, payable in Class A Convertible
       Preferred Stock.

Under the Plan, Prepetition Second Lien Claims will be deemed
allowed on the Effective Date in the aggregate amount of
US$180,000,000, which includes all principal and outstanding
interest accrued prior to the Petition Date, and all reasonable
fees, expenses and costs payable in respect of the Prepetition
Second Lien Claims under the Prepetition Second Lien Credit
Agreement pursuant to the DIP Order minus amounts repaid prior
to the Effective Date, if any, provided that:

   (x) Claims in Class 4 will be deemed Allowed in the aggregate
       amount of US$55,000,000; and

   (y) Claims in Class 5 will be deemed Allowed in the aggregate
       amount of US$125,000,000.

                 Preferred Equity Offering

In accordance with terms of their Preferred Equity Funding
Agreements, the Committed Holders and the Final Committed
Holders, in the aggregate, will purchase for cash, at a purchase
price equal to US$75 for every US$100 of Class A Stated Value,
the number of shares of Class A Convertible Preferred Stock
equal to the aggregate number of shares of Class A Convertible
Preferred Stock that would have been issued to Holders of
Allowed Prepetition First Lien Claims under the Plan, but that
were not issued to the Holders because of the election by those
Holders, if any, to receive the Cash Option, and the Committed
Holders will be entitled to a commitment fee as provided for in
the Preferred Equity Funding Agreement.

An Additional Committed Holder is a Holder of a Prepetition
Second Lien Secured Claim who executes a funding agreement in
the form attached to the Preferred Equity Funding Agreement.

The Cash Election Deadline is set at 5:00 p.m. prevailing
Eastern time, on the day that is five days after the Effective
Date.

                      Retiree Benefits

In accordance with Section 1114 of the Bankruptcy Code, the Plan
discloses that the Debtors have reached agreements with the
unions representing retirees from the Centralia and Ionia
GenCorp plants for the modification of retiree medical benefits
at those plants.  The Court has approved the agreements pursuant
to Section 363 of the Bankruptcy Code.

A full-text copy of the blacklined Third Amended Plan of
Reorganization is available for free at
http://ResearchArchives.com/t/s?d08

A full-text copy of the blacklined Third Amended Disclosure
Statement is available for free at
http://ResearchArchives.com/t/s?d08

                      Plan Compendium

The Debtors also delivered to the Court a second Plan Compendium
to the Third Amended Plan on June 30, 2006.

The Second Plan Compendium contains:

1. Preferred Equity Funding Agreement

    The Committed Holders and the Final Committed Holders
    commit, in connection with the implementation of the Plan:

       (i) in the case of the Committed Holders, not to elect
           the Cash Option on account of their Prepetition First
           Lien Claims; and

      (ii) to purchase, for the Offering Amount, a number of
           shares of Class A Convertible Preferred Stock equal
           to an aggregate number of shares of Class A
           Convertible Preferred Stock that were not issued to
           Holders of Allowed Prepetition First Lien Claims in
           accordance with Section 3.3(b)(iii)(A) of the Plan
           because of the election by Holders Prepetition First
           Lien Claims, if any, to receive the Cash Option.

     A full-text copy of the Revised Preferred Equity Funding
     Agreement is available for free at
     http://ResearchArchives.com/t/s?d09

2. Certificate of Designation for the Class A Convertible
   Preferred Stock

    Each share of Class A Convertible Preferred Stock will have
    a liquidation preference equal to the greater of:

       (i) the Class A Stated Value for the share, plus an
           amount equal to all dividends accrued and unpaid on
           the share up to the date fixed for distribution; and

      (ii) the amount that would have been payable on the
           share(s) of New Common Stock into which the share of
           Class A Convertible Preferred Stock is convertible as
           of the date fixed for distribution had all
           outstanding shares of Class A Convertible Preferred
           Stock then been converted into New Common Stock.

    The initial Class A Stated Value of the shares will be $100;
    however, in the event that a cash dividend is not declared
    and paid on any payment date in the full specified amount,
    accumulated and unpaid dividends will instead be added to
    and increase the Class A Stated Value on the payment date
    and will no longer be considered accumulated or unpaid
    dividends for any purposes.

    Class A Convertible Preferred Stock will earn dividends at
    12.5% per annum, payable annually in cash.  Accumulated and
    unpaid cash dividends will be added to the Class A Stated
    Value.

    In addition, if there has been declared and paid, or set
    aside for payment, on each share of New Common Stock then
    outstanding an aggregate amount of cash dividends equal to:

       (i) the aggregate amount of cash dividends paid or
           payable on the then outstanding shares of Class A
           Convertible Preferred Stock since the first issuance
           of any share of Class A Convertible Preferred Stock,
           divided by

      (ii) the aggregate number of shares of New Common Stock
           into which the then outstanding shares of Class A
           Convertible Preferred Stock are then convertible in
           accordance with the terms of the Certificate of
           Designation,

    then Reorganized Meridian will declare and pay, concurrently
    with the declaration of the dividend or distribution on the
    New Common Stock, a dividend or distribution on the Class A
    Convertible Preferred Stock in an amount per share of Class
A
    Convertible Preferred Stock equal to the dividend or
    distribution declared and paid on the share(s) of New Common
    Stock into which the share of Class A Convertible Preferred
    Stock is convertible in accordance with the terms of the
    Certificate of Designation on the date as of which the
    dividend or distribution is so declared.

    A full-text copy of the Amended Certificate of Designation
    for the Class A Convertible Preferred Stock is available for
    free at http://ResearchArchives.com/t/s?d0a

3. Litigation Trust

    A number of provisions and definitions under the Litigation
    Trust have been omitted.

    The Plan provides that after the payment of expenses
    incurred in prosecuting the Avoidance Actions and the
    Reserved Actions, General Unsecured Claim Trust Interests in
    the Litigation Trust distributed to Holders of General
    Unsecured Claims with respect to the assets of the
    Litigation Trust will be paid the next US$1,750,000 of the
    net proceeds.  Prepetition Second Lien Claim Trust Interests
    will be paid 86% of the remaining proceeds, and General
    Unsecured Claim Trust Interests will receive 14% of the
    remaining net proceeds.

    A full-text copy of the Amended Litigation Trust is
    available for free at http://ResearchArchives.com/t/s?d0b

4. Amended Certificate of Incorporation of Reorganized Meridian,
   a full-text copy of which is available for free at
   http://ResearchArchives.com/t/s?d0c

5. Amended By-Laws of Reorganized Meridian, a full-text copy of
   which is available for free at
   http://ResearchArchives.com/t/s?d0d

6. Amended New Shareholders Agreement, a full-text copy of which
   is available for free at http://ResearchArchives.com/t/s?d0e

7. Agreement of Plan and Merger, a full-text copy of which is
   available for free at http://ResearchArchives.com/t/s?c64

8. Michigan Merger Certificate, a full-text copy of which is
   available for free at http://ResearchArchives.com/t/s?c65

9. Delaware Merger Certificate, a full-text copy of which is
   available for free at http://ResearchArchives.com/t/s?c66

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and
other interior systems to automobile and truck manufacturers.  
Meridian operates 22 plants in the United States, Canada and
Mexico, supplying Original Equipment Manufacturers and major
Tier One parts suppliers.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 26, 2005 (Bankr. D.
Del. Case Nos. 05-11168 through 05-11176).  James F. Conlan,
Esq., Larry J. Nyhan, Esq., Paul S. Caruso, Esq., and Bojan
Guzina, Esq., at Sidley Austin Brown & Wood LLP, and Robert S.
Brady, Esq., Edmon L. Morton, Esq., Edward J. Kosmowski, Esq.,
and Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  Eric
E. Sagerman, Esq., at Winston & Strawn LLP represents the
Official Committee of Unsecured Creditors.  The Committee also
hired Ian Connor Bifferato, Esq., at Bifferato, Gentilotti,
Biden & Balick, P.A., to prosecute an adversary proceeding
against Meridian's First Lien Lenders and Second Lien Lenders to
invalidate their liens.  When the Debtors filed for protection
from their creditors, they listed US$530 million in total assets
and approximately US$815 million in total liabilities.  
(Meridian Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 215/945-7000).




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


* PARAGUAY: Will Ask Petroleos de Venezuela to Drill 12 Wells
-------------------------------------------------------------
Paraguay's public works ministry said in a statement that the
country's President Nicanor Duarte will make a formal request to
Petroleos de Venezuela SA, the state oil firm of Venezuela, to
drill 12 exploratory wells in Paraguay.

The statement says that the President Duarte particularly wants
the wells drilled in the Chaco region.

Panfilo Benitez, the public works minister of Paraguay, said in
a statement, "We are going to ask them to carry out the
exploratory wells to evaluate the fields and hydrocarbons
potential."

Business News Americas relates that Minister Benitez has been in
preparatory meetings with Hector Ruiz Diaz, the Venezuelan
deputy minister of energy and mines, for the extraordinary
summit of Mercosur presidents on July 4.

According to BNamericas, Paraguay is also keen on developing an
exchange of technicians between the two nations to prepare PDVSA
officials for exploratory works.

President Duarte will also ask Venezuelan President Hugo Chavez
to buy the US$19 billion debt of hydro plant Itaipu.  Brazilian
firm Eletrobras holds 20% of the debt while the Brazilian
treasury holds 80%, BNamericas states.

                        *    *    *

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

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

Moody's assigned this rating:

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

                        *    *    *

Standard & Poor's assigned these ratings on Paraguay:

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




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


* PERU: US Free Trade Agreement Gets Congress' Majority Vote
------------------------------------------------------------
The majority of the Peruvian congress has voted to ratify Peru's
Free Trade Deal with the United States, BBC News reports.

According to BBC News, 79 congressmen voted for the FTA
ratification, overwhelming the 14 anti-FTA vote, coming from the
recently elected opposition deputies.  The agreement will be
passed by the US Congress to be implemented.

Businesses say that FTA will boost Peru's economy, while
opponents believe that the pact will flood the country with
products from the US, BBC News says.

BBC News relates that FTA will cancel tariffs on US imports to
Peru and remove barriers to trade in services.  Peruvian
products already enter the US duty-free under a deal providing
preferential arrangements for imports from Andean nations.

The administration of President Alejandro Toledo, says BBC News,
had endorsed for FTA's ratification before Alan Garcia, the
president-elect.  Mr. Garcia will take office on July 28.

Mr. Garcia told BBC News that while he believes the agreement
should be modified, many in Apra -- the party where he belongs
-- were for FTA's ratification.

If approved by the US congress, the FTA will come into effect on
2007, BBC News relates.

                        *    *    *

Fitch Ratings assigned these ratings on Peru:

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




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


MUSICLAND HOLDING: Excell Wants Court's Ruling on Two Contracts
---------------------------------------------------------------
Excell Marketing, L.C., asks the U.S. Bankruptcy Court for the
Southern District of New York to rule that its Contracts are not
executory and therefore cannot be rejected.

As reported in the Troubled Company Reporter on June 7, 2006,
Musicland Holding Corp. and its debtor-affiliates asked the
Court's authority to reject, as of May 26, 2006, 122 executory
contracts and unexpired leases pursuant to the Court-approved
Expedited Rejection Procedures.

Excell Marketing is a party to a marketing agreement and an
indemnification agreement with the Debtors.

Martin P. Ochs, Esq., at Ochs & Goldberg, LLP, in New York,
contends that the Marketing Agreement does not have substantial
performance to be rendered by either Excell or the Debtors and
therefore is not executory.

Moreover, the Indemnity Agreement is not executory because a
contract where the only remaining performance is cash payment is
not executory, Mr. Ochs says.

Headquartered in New York, New York, Musicland Holding Corp., is
a specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)




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


BANCO HIPOTECARIO DEL URUGUAY: Restructuring Gets Union Nod
-----------------------------------------------------------
Association of Banking Employees of Uruguay or AEBU, a powerful
banking union in Uruguay, has agreed with the government to
restructure Banco Hipotecario del Uruguay aka BHU, according to
local daily El Pais.

As reported in the Troubled Company Reporter on April 5, 2006,
BHU disclosed a restructuring plan that would allow it to return
to lending in the second half of this year.  The loan operations
of BHU had been suspended since 2002.  However, the bank was
allowed to grant mortgage loans to fund already-built houses.  
The plan, which considered forming a new unit to manage the
bank's past-due loans and cutting operating costs, was met with
fierce resistance from Association of Bank Employees of Uruguay,
Uruguay's powerful banking union, fearing that the cost-cutting
program would lead to lay-offs.  

El Pais reports that the Uruguayan government and AEBU agreed
that all laid off employees would have jobs in the government
and that the new unit that would be created would remain as a
public institution, as planned earlier.

Business News Americas relates that the restructuring plan also
calls for a minimum US$168 million capitalization, as previously
reported, although the International Monetary Fund believed the
Uruguayan government would need an additional US$400 million to
capitalize BHU.  

                        *    *    *

Standard & Poor's Ratings Services assigned Baa2 rating on Banco
Hipotecario del Uruguay's local currency long-term bank deposits
on May 2, 2005.  On April 30, 2004, the bank was assigned an E
bank financial strength rating and an NP on its short-term bank
deposits.




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


CITGO PETROLEUM: Suit Filed Over Oil Spill in Louisiana Waters
--------------------------------------------------------------
A suit over the massive oil spill at Citgo Petroleum Corp.  
refinery in Lake Charles, Louisiana claims the company knew  
about the incident earlier and misled the public about its  
dangers and initial containment, according to Associated Press.

Some 47,000 barrels of oil forced out from Citco tanks during  
heavy rainstorms on June 19.  The company said the spill was  
noticed the next morning.  It resulted to the closure of a ship  
channel to four refineries from June 20 until June 30.

Also named in the purported class action are Global Pollution  
Services and the Marine Spill Response Corp.

An investigation is still ongoing regarding the cause of the  
spill, MarketWatch reports, citing a Citgo spokesperson.

Headquartered in Houston, Texas, CITGO Petroleum Corporation
-- http://www.citgo.com/-- is owned by PDV America, an
indirect, wholly owned subsidiary of Petroleos de Venezuela
S.A., the state-owned oil company of Venezuela.

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

                        *    *    *

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


PETROLEOS DE VENEZUELA: Pacts with Ecuador an Integration Move
--------------------------------------------------------------
The accords signed by Petroleos de Venezuela, the state-run oil
firm of Venezuela, with Petroecuador, its Ecuadorean
counterpart, is part of an extensive process of cooperation and
energy fusion to foster Latin American integration, Inside Costa
Rica reports, citing Rafael Ramirez, Venezuela's energy
minister.

Inside Costa Rica relates that Venezuela and has established a
strategic energy alliance with Ecuador, aiming to foster the
integration.

According to the report, Petroecuador and Petroleos de Venezuela
signed two agreements that will allow exploration of businesses
of mutual interest like:

   -- refining,
   -- production,
   -- staff's training, and
   -- trade.

Inside Costa Rica states that the first signed agreement sets up
the bases to begin an extensive cooperation process in the
hydrocarbon sector, for the development and promotion of oil,
gas, electricity and petro-chemistry in both Ecuador and
Venezuela.

Meanwhile, the second document signed is an accord on the
exchange and process of the Ecuadorian crude oil for Venezuelan
by-products, which will allow savings of almost US$200 million
to Ecuador, Inside Costa Rica says.  According to Minister
Ramirez, this pact allows revealing the crude oil exchange
formula for by-products.

The minister said that Venezuela is ready to receive the first
oil shipment and deliver by-products.  Oil exchange for by-
products will be in August, BNamericas states.

                     About Petroecuador

Petroecuador, according to published reports, is faced with
cash-problems.  The state-oil firm has no funds for maintenance
has no funds to repair pumps in diesel, gasoline and natural gas
refineries, and has no capacity to pay suppliers and vendors.
The government refused to give the much-needed cash alleging
that Petroecuador has been inefficient and non-transparent in
its accounts.

                About Petroloes 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: Paraguay Asks Firm to Drill 12 Wells
------------------------------------------------------------
Petroleos de Venezuela, the state oil firm of Venezuela, will
get a formal request from Paraguay's President Nicanor Duarte to
drill 12 exploratory wells in Paraguay, according to a statement
released by the Paraguayan public works ministry.

The statement says that the President Duarte particularly wants
the wells drilled in the Chaco region.

Panfilo Benitez, the public works minister of Paraguay, said in
a statement, "We are going to ask them to carry out the
exploratory wells to evaluate the fields and hydrocarbons
potential."

Business News Americas relates that Minister Benitez has been in
preparatory meetings with Hector Ruiz Diaz, the Venezuelan
deputy minister of energy and mines, for the extraordinary
summit of Mercosur presidents on July 4.

According to BNamericas, Paraguay is also keen on developing an
exchange of technicians between the two nations to prepare PDVSA
officials for exploratory works.

President Duarte will also ask Venezuelan President Hugo Chavez
to buy the US$19 billion debt of hydro plant Itaipu.  Brazilian
firm Eletrobras holds 20% of the debt while the Brazilian
treasury holds 80%, BNamericas states.

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: Lowers Tax Payments for Natural Gas Investors
----------------------------------------------------------
The Venezuelan government has decided to lower the tax payments
for companies that intend to invest in the state's natural gas
fields through its gaseous hydrocarbons law which was
implemented on May 24, 2006, the Latin Lawyer reports.

The gaseous hydrocarbons law is implemented to fields in the
eastern region of Venezuela that contains huge quantities of gas
and some crude oil.  Normally, these conditions are applied with
the hydrocarbons law, under which the government demands a 30%
royalty plus surface and extraction taxes, the Latin Lawyer
says.

According to the Latin Lawyer, under the gaseous hydrocarbons
law, the state will only stipulate a 20% royalty from the
fields, making them commercially feasible, but Petroleos de
Venezuela will be the first to use the reservoirs.

"This decision seems to be a smart move of the government
towards reactivating the gas industry, in which domestic and
foreign private participation is allowed in all primary
activities," Luis Eduardo Lopez of Caracas firm Hoet Pelaez
Castillo & Duque, told the Latin Lawyer.

According to Mr. Lopez this move by the state opens the chance
for the government and private investors to jointly develop the
local gas industry.  He just hopes that this will be regulated
and not just become a one-shot deal, the Latin Lawyer relates.

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


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     
                                Equity        Assets    
Company                 Ticker  ($MM)          ($MM)     
-------                 ------  ------------  -------  
Alpargatas SAIC          ALPA     (262.27)     646.43
Kuala                    ARTE3     (33.57)      11.86
Kuala-Pref               ARTE4     (33.57)      11.86
Bombril                  BOBR3    (554.69)     488.38
Bombril-Pref             BOBR4    (554.69)     488.38
CIC                      CIC    (1,883.69)  22,312.12
Telefonica Holding       CITI   (1,481.31)     307.89
Telefonica Holding       CITI5  (1,481.31)     307.89
IMPSAT Fiber Networks    IMPTQ     (17.16)     535.01
Paranapanema SA          PMAM3    (214.08)   2,847.86
Paranapanema-PREF        PMAM4    (214.08)   2,847.86
TEKA                     TEKA3    (180.22)     557.86
TEKA-PREF                TEKA4    (180.22)     557.86


                         ***********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
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Information contained herein is obtained from sources believed
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members of the same firm for the term of the initial
subscription or balance thereof are $25 each.  For subscription
information, contact Christopher Beard at 240/629-3300.


           * * * End of Transmission * * *