TCRLA_Public/051222.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, December 22, 2005, Vol. 6, Issue 253

                            Headlines

A R G E N T I N A

ACINDAR: Cuts Tin Package Prices by 10%
BANCO HIPOTECARIO: Fitch Confirms Negative Outlook on Bank
BANKBOSTON: Standard Bank Agrees to Pay up to $180M for Unit
KEY ENERGY: Provides November Rig, Trucking Hours
PRESAN S.A.: Judge Approves Bankruptcy

SIDERAR: Grants Govt. Request to Cut Tin Prices by 10%
SIGMAT S.R.L.: Court Favors Creditor's Bankruptcy Motion
* BUENOS AIRES: Fitch Rates New Eurobonds 'CCC+'


B A H A M A S

BAC BAHAMAS: Ratings Reflect Economy's Growing "Dollarization"


B R A Z I L

COPEL: To Decide on Changes in Bylaws
TELEMAR OVERSEAS: Moody's Withdraws Rating on Euroreal Notes


C A Y M A N   I S L A N D S

ELWIN LTD: Final General Meeting Set for Jan. 14
FFTW DIVERSIFIED (CLASS B): To Lay Winding Up Accounts Jan. 13
FFTW DIVERSIFIED (CLASS D): To Hold Final Meeting Jan. 13
FFTW DIVERSIFIED (CLASS M): To Hold Final Meeting Jan. 13
FFTW DIVERSIFIED (CLASS Z): To Relate Manner of Liquidation

GREENFIELD HOLDING: Wind Up Process to be Presented Jan. 26
MILLION CLUB: To Explain Wind Up Process Jan. 12
REDFIELD HOLDING: To Lay Accounts on Wind Up Jan. 26


C O S T A   R I C A

BANCO BAC: Rating Reflects Increasing Dollarization of Economy


E L   S A L V A D O R

BANCO AGRICOLA: Ratings Reflect Large Portfolio of NPAs
BANCO CUSCATLAN: Ratings Reflect Relatively Lower Capitalization


J A M A I C A

KAISER ALUMINUM: Court OKs Previously-Filed Liquidation Plans
KAISER ALUMINUM: Liverpool Limited Balks at Plan Modifications


M E X I C O

BALLY TOTAL: Inks Exclusive License Agreement With FAM LLC
DESC: Concludes Refinancing Process
MERIDIAN AUTOMOTIVE: Has Until March 31 to File Chapter 11 Plan
MEXICANA: Cintra Finalizes $165M Sale to Hotel Chain
SATMEX: Close to Reaching Debt Deal With Creditors

SATMEX: APS Financial Corporation Discontinues Coverage
SR TELECOM: Appoints Interim Chief Financial Officer


P A R A G U A Y

ACEPAR: Nationalization Not an Option - President Duarte


P U E R T O   R I C O

AOL LATIN AMERICA: Enters into Amendment to Support Agreement


V E N E Z U E L A

PDVSA: Ratings Reflect Venezuela's Foreign Currency Rating

     -  -  -  -  -  -  -  -

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

ACINDAR: Cuts Tin Package Prices by 10%
---------------------------------------
Steelmaker Acindar SA has reached an agreement with the
government to slash prices for tin used to package basic
consumer items by 10%.

The reduction will be retroactive to December 1 and will run
through January 31.

In addition, Acindar agreed to increase steel deliveries to the
local market in order to guarantee supply and prevent price
increases.

Acindar, which is controlled by Brazilian steelmaker Belgo-
Mineira, is the main producer of non-flat steel in Argentina.
The Company exports 25% of its production, primarily to Bolivia,
Brazil, Chile, Peru and the US.

CONTACT: Acindar Industria Argentina de Aceros S.A.
         2739 Estanislao Zeballos Beccar
         Buenos Aires
         Argentina B1643AGY
         Phone: +54 11 4719 8500
         Fax: +54 11 4719 8501
         Web site: http://www.acindar.ar.com


BANCO HIPOTECARIO: Fitch Confirms Negative Outlook on Bank
----------------------------------------------------------
The local arm of credit ratings agency Fitch has confirmed its
negative outlook on mortgage lender Banco Hipotecario's US$1.2-
billion bond program, reports Business News Americas.

In November, Hipotecario raised US$150 million in a bond issue
that was the first international issue by an Argentine firm
since the government restructured the sovereign debt in mid-
2004.


BANKBOSTON: Standard Bank Agrees to Pay up to $180M for Unit
------------------------------------------------------------
A consortium led by South Africa's biggest banking group,
Standard Bank, has agreed to pay US$160 million - US$180 million
to buy BankBoston Argentine, a unit of US banking giant Bank of
America's (BofA) (NYSE: BAC).

Local daily Clarin suggests the deal would take 4-6 months to
complete, as it would require regulatory approval from
Argentine, the US, the UK and South African regulators.

If regulators approve the operation, Standard Bank will end up
with 70% of BankBoston Argentina's shares, while another 20%
will go to Argentina's Werthein Group and 10% will be held by
Argentina's Sielecki family.

BankBoston is one of the 10 largest banks in Argentina in terms
of assets, deposits and loans and it ranks among the top five
private banks, operating through 89 branches, and has assets of
some US$2.5 billion.


KEY ENERGY: Provides November Rig, Trucking Hours
-------------------------------------------------
Key Energy Services, Inc. (OTC Pink Sheets: KEGS) provided
Tuesday its November 2005 rig and trucking hours and unaudited
selected financial data for the month ended October 31, 2005.

          OPERATIONS UPDATE AND OTHER INFORMATION

Activity levels remain strong, taking into account the
traditional seasonal slowdown associated with fewer daylight
hours and the holiday impact of Thanksgiving and Christmas. In
response to an investor inquiry, there are 131,750,862 common
shares issued and outstanding as of December 15, 2005.

                       OPERATING DATA

                              For the month ending
                November 30,   October 31,   November 30,
                    2005          2005         2004

Working Days         20             21          20
Rig Hours         214,625        222,537     193,678
Trucking Hours    201,855        198,409     214,866

The Company calculates working days as total weekdays for the
month less any company holidays that occur during the month. For
the month of December 2005, there are 20 working days.

                   SELECTED FINANCIAL DATA

The following selected financial information for the Company is
for the month ended October 31, 2005. This unaudited information
has been prepared by management in accordance with generally
accepted accounting principles and has not been reviewed by the
Company's independent accountants. The table does not contain
all the financial statement line captions and notes that would
be presented in the Company's Annual Report on Form 10-K for the
year ended December 31, 2005.


                                                  Month Ended
                                               October 31, 2005
    Select Statement of Operations Data:  (In thousands -
Unaudited)

    Revenue:
      Well servicing                                $86,092
      Pressure pumping                               14,102
      Fishing and rental services                     7,513
      Other                                             338
    TOTAL REVENUE                                  $108,045

    Costs and Expenses:
      Well servicing                                $56,466
      Pressure pumping                                8,760
      Fishing and rental services                     4,528
      General and administrative                     12,084
      Interest (A)                                    3,665
      Loss on retirement of debt                      2,104

                                               October 31, 2005
    Select Balance Sheet Data:            (In thousands -
Unaudited)

    Current Assets:
      Cash and cash equivalents (B)(C)             $123,522
      Accounts receivable, net of
       allowance for doubtful accounts              202,775
      Inventory                                      21,721
      Prepaid expenses and other current assets      22,631
    TOTAL CURRENT ASSETS                           $370,649

    Current Liabilities:
      Accounts payable                              $72,892
      Other accrued liabilities                      79,479
      Accrued interest                                5,018
      Current portion of long-term debt
       and capital lease obligations                  7,792
    TOTAL CURRENT LIABILITIES                      $165,181

    Long-term debt, less current portion (D)(E)    $424,541
    Capital lease obligations, less
     current portion                                 13,334
    Non-current accrued expenses                     39,512

                           NOTES

(A) Interest expense includes amortization of deferred debt
issue costs, discount and premium of approximately $159,000 for
the month ended October 31, 2005.

(B) Cash and short term investments at December 15, 2005
totaled approximately $100,434,000.  The decrease in cash from
October 31, 2005 relates primarily to cash used to repay a
portion of the $275 million 8.375% Senior Unsecured Notes.

(C) Capital expenditures were approximately $7,497,000 for the
month ended October 31, 2005.

(D) There were no outstanding borrowings under the Company's
revolving credit facility at December 15, 2005.

(E) During November 2005, the Company repaid the $275 million
8.375% Senior Unsecured Notes with borrowings of $250 million
from its Term Loan B Facility and cash on hand.

The information herein represents the results for only one month
and the information herein is not necessarily indicative of the
results that may be reported for the fiscal year ended December
31, 2005. The information herein is select financial data and
does not represent a complete set of financial statements, which
would include additional financial data and notes to financial
statements. Until the restatement of the Company's prior year
financial statements is completed, the unaudited information
herein may differ from its restated financial statements. It is
possible that the process of restating the prior year financial
statements could require additional changes to the Company's
financial statements for 2005 that individually or in the
aggregate could be material to the Company's financial position,
results of operations or liquidity.

Key Energy Services, Inc. is the world's largest rig-based well
service company. The Company provides oilfield services
including well servicing, contract drilling, pressure pumping,
fishing and rental tools and other oilfield services. The
Company has operations in all major onshore oil and gas
producing regions of the continental United States and
internationally in Argentina.

CONTACT:  KEY ENERGY SERVICES, INC.
          John Daniel
          (713) 651-4300


PRESAN S.A.: Judge Approves Bankruptcy
--------------------------------------
Presan S.A. was declared bankrupt after Court No. 3 of Buenos
Aires civil and commercial tribunal endorsed the petition of
Proxair Argentina S.A. for the Company's liquidation. Argentine
daily La Nacion reports that Proxair Argentina S.A. has claims
totaling $78,341.05 against Presan S.A.

The court assigned Mr. Ernesto Higueras to supervise the
liquidation process as trustee. Mr. Higueras will validate
creditors' proofs of claim until March 31, 2006.

The city's Clerk No. 6 assists the court in resolving this case.

CONTACT:  Presan S.A.
          Azcuenaga 1253
          Buenos Aires

          Mr. Ernesto Higueras, Trustee
          Sanchez de Loria 445
          Buenos Aires


SIDERAR: Grants Govt. Request to Cut Tin Prices by 10%
------------------------------------------------------
Steel company Siderar has agreed to a government request to drop
prices by 10% on tinplate used in container manufacturing. The
reduction will be retroactive to December 1 and will run through
January 31.

In addition, Siderar also pledged to "maintain price stability
in 2006" and increase supply of its output to the local market
in an effort to keep prices low for industrial clients, Lisandro
Salas, the Economy Ministry's Secretary of Technical
Coordination, said Monday.

Siderar is considered the largest manufacturer of steel plates.

CONTACT: Siderar S.A.I.C.
         Roberto Philipps
         Responsable Relaciones con el Mercado
         Sebastian Marti (IR)
         Guillermo Etchepareborda (IR)
         Phone: 54 (11) 4018-2581 / 2389 / 2752
         URL: www.siderar.com


SIGMAT S.R.L.: Court Favors Creditor's Bankruptcy Motion
--------------------------------------------------------
Court No. 11 of Buenos Aires' civil and commercial tribunal
declared Sigmat S.R.L. bankrupt, says La Nacion. The ruling
comes in approval of the petition filed by the Company's
creditor, Mr. Gustavo Gauchat, for nonpayment of $7,347.75 in
debt.

Trustee Maria Festugato will examine and authenticate creditors'
claims until March 16, 2006. This is done to determine the
nature and amount of the Company's debts. Creditors must have
their claims authenticated by the trustee by the said date in
order to qualify for the payments that will be made after the
Company's assets are liquidated.

Clerk No. 22 assists the court on the case, which will conclude
with the liquidation of the Company's assets.

CONTACT:  Sigmat S.R.L.
          J. V. Gonzalez 2068
          Buenos Aires

          Ms. Maria Festugato, Trustee
          Lavalle 1607
          Buenos Aires


* BUENOS AIRES: Fitch Rates New Eurobonds 'CCC+'
------------------------------------------------
Fitch Ratings has assigned a 'CCC+' global scale foreign and
local currency rating to the new eurobonds that will be issued
by the Province of Buenos Aires in exchange for the defaulted
euro medium-term bonds (the existing bonds). The Rating Outlook
is Stable. Fitch has also assigned the Province a 'D' foreign
and local currency issuer rating, based on the fact that
provincial debt with OECD creditors is still in default.

The Province suspended principal and interest payments on
existing bonds in January 2002, following the Federal
Government's default, and adopted the Federal Government's
policy of rescheduling debt obligations under a sustainable
development plan. With the exchange of existing bonds, the
Province finalizes the debt restructuring process started in
mid-2002 when the federal government issued BOGAR in exchange of
provincial financial obligations and Boden 2011 to withdrawn
quasi-currency instruments (Patacones).

Even though it is expected that the Province will exchange
almost 94% of the outstanding existing bonds (amounting to
US$2.7 billion, not including accrued interest), the Province
still maintains a limited capacity to face financial obligations
with its current fiscal results. Although the Province showed a
better fiscal performance in the last two years, achieving
primary and financial surpluses - before principal payments - in
2003 and 2004 after reporting high deficits during the crisis,
the Province is still dependent on the Federal Government's
financing to meet its principal payments. Given that the
Province is receiving financial assistance since 2002, through
the Orderly Financing Program (Programa de Financiamiento
Ordenado) and the Financial Assistance agreements, the Federal
Government has become the Province's largest creditor and its
main source of financing since the crisis.

As of June 2005, total outstanding indebtedness of the Province
amounted to P28.6 billion (US$9.898 million), 60% of which is
owed to the federal government, 29% to bondholders, 8% to
multilateral creditors, 1% to bi-lateral creditors (OECD)
currently in default, and the remaining 2% to other creditors.
Although the debt profile improved with the restructuring and
shows a decreasing trend since 2002, it still represents a high
debt burden (amounting to 1.7 times (x) of current revenues as
of June 2005). In addition, the tight schedule of repayments for
the next three years implies the Province will need additional
financing, as overall fiscal surplus is not expected until 2011.
As for 2006, the Province has to meet financial obligations for
an estimated amount of Ps.3.450 million (Ps.798 million in
interests and Ps.2.652 million of principal), which represents
approxmately 17% of expected current revenues for 2006.

For 2005 the Province forecasts a decrease in the primary
balance, achieving a surplus of P608 million (in nominal terms),
as compared to the primary surplus of 2004 (Ps.758 million). The
province expects to cover the projected Ps.106 million overall
fiscal deficit with the previous year's surplus. Under the 2005
Financial Assistance Agreement, or AF 2005 (Acuerdo de
Asistencia Financiera), the Province will receive a total of
Ps.1.260 million in 2005 for its financing requirements. This
financial assistance is expected to increase to Ps.2.250 million
for 2006, as the Province has growing financing needs since it
started to pay principal on the BOGAR in March 2005.

CONTACT: FITCH RATINGS (ARGENTINA)
         Sofia Migueliz, Cintia Defranceschi
         Tel: +(0054) 11 5235-8100

         Alfredo Gomez Garza
         Tel: +(0052) 81 8335-7179 (Mexico)

         Media Relations:
         Christopher Kimble, 212-908-0226 (New York)



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

BAC BAHAMAS: Ratings Reflect Economy's Growing "Dollarization"
--------------------------------------------------------------
CREDIT RATING
  Foreign currency:  BB/Stable/B

Outstanding Rating(s)
Counterparty Credit
  Foreign currency:  BB/Stable/B
Certificate of deposit
  Foreign currency:  BB/B

Rationale

The ratings assigned to BAC Bahamas Bank are based on the
foreign currency ratings assigned to Banco BAC San Jose S.A. BAC
Bahamas is the offshore bank of BAC San Jose and mirrors the
Costa Rican onshore bank. The two entities share the same client
base, and follow the same corporate policies, with the vast
majority of business and assets originated in Costa Rica,
denominated in U.S. dollars, and registered offshore. The
outlook is stable.

As of September 2005, BAC Bahamas had reported assets of $249
million, of which 83% was represented by loans granted to Costa
Rican companies, and the rest represented mainly cash and
securities. Loans and deposits are originated in Costa Rica,
following BAC San Jose's standards. Although Costa Rican
regulation has made progress in supervising consolidated groups,
including both the on-shore and the offshore operations,
fractional control over the offshore operations still poses
risks to the Costa Rican banking system, based on the contingent
liability that offshore units could represent to the banks'
domestic operations. In the case of BAC, there has been more
openness than with other players in the country to be regulated
in a consolidated manner; however, the contingency continues for
the system as a whole. In addition, the increasing dollarization
of the Costa Rican economy is a factor that could affect asset
quality in the system in general, and BAC Bahamas in particular.
The bank and the system are exposed to foreign exchange currency
risk in the case of a devaluation of the Costa Rican colon. The
entire loan portfolio is dollar denominated and most of the
bank's clients are not net dollar generators.

The evolution of asset quality has been good, with nonperforming
assets representing 0.3% of the total loan portfolio, and
reserve coverage of 3.3x as of September 2005. Profitability
remains adequate with ROA of 2% at September 2005, aided by a
slightly higher interest margin and low operating expenses. The
bank received a capital injection of $6 million in 2004 to
support loan expansion. With this, the adjusted common equity-
to-assets ratio was strengthened to 12% in September 2005,
compared to 8.9% in 2003. The ratings on BAC Bahamas are
constrained by the foreign currency rating assigned to BAC San
Jose, because the ability of the Costa Rican entity to support
the Bahamian bank is limited by its ability to contribute
foreign currency.

Outlook

The stable outlook mirrors the outlook on the sovereign credit
ratings on Costa Rica, and reflects BAC San Jose's and BAC
Bahamas Bank's significant exposure to that country. All things
being equal, a rating or outlook change on the sovereign would
prompt a similar change on the ratings or outlook on the banks.
The stable outlook takes into consideration expectations that
the bank will continue to perform adequately and expand its
businesses under the current policies.

Primary Credit Analyst: Leonardo Bravo, Mexico City
(52)55-5081-4406; leonardo_bravo@standardandpoors.com

Secondary Credit Analyst: Francisco Suarez, Mexico City
(52) 55-5081-4474; francisco_suarez@standardandpoors.com



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

COPEL: To Decide on Changes in Bylaws
-------------------------------------
The Shareholders of Companhia Paranaense De Energia - Copel will
decide on the changes in the Company's bylaws. The changes to be
made are on the transfer of the responsibility for Copel's
participation in other corporations from the Business Management
Office to the Finance and Investor Relations Office.

A Special Shareholders' Meeting will be held on January 11, 2006
at 2:00 p.m. to deliberate on the following matters:

1. Changes in the Company's bylaws to transfer the
responsibility for Copel's participation in other corporations
from the Business Management Office to the Finance and Investor
Relations Office through the exclusion of items VIII and IX of
article 23 and the inclusion of items VII and VIII at article
24, with the following wording:

"Art. 24 It is a responsibility of the Chief Financial and
Investor Relations Officer:

Vll - to promote the management of assets of companies where the
Company has participation; and
Vlll - to coordinate studies and implementation of new
businesses' opportunities with or without third party."

2. Adequacy of the head of article 4, in accordance with the
prerogative foreseen at paragraph 1 of article 7, both in the
Company's bylaws, due to the conversion of PNA shares into PNB
shares, as requested by shareholders.

3. Analysis on an eventual dismissal of one of the Board of
Directors member.

CONTACT:  Copel
          Solange Maueler Gomide, Investor Relations
          ri@copel.com

          Ricardo Portugal Alves
          Tel: (5541) 3331-4359
               (5541) 3331-4311
          URL: www.copel.com/ri


TELEMAR OVERSEAS: Moody's Withdraws Rating on Euroreal Notes
------------------------------------------------------------
Moody's Investors Service ("Moody's") has withdrawn the Ba1
foreign currency rating assigned on October 31st, 2005 to the
USD 150 million BRL-equivalent unsecured unsubordinated
guaranteed EuroReal notes due 2011 proposed by Telemar Overseas,
a Cayman Islands-based subsidiary of Telemar Norte Leste S.A.
("Telemar").

Since the aforementioned notes were never issued, Moody's is
withdrawing this rating. Telemar's Baa2 and Tele Norte Leste
Participacoes S.A.'s Baa3 global local currency issuer ratings
and stable outlook, however, were not affected by this rating
action.



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

ELWIN LTD: Final General Meeting Set for Jan. 14
------------------------------------------------
                       ELWIN LTD.
              (In Voluntary Winding Up)
         The Companies Law (2004 Revision)
                      Section 145

NOTICE IS HEREBY GIVEN pursuant to section 145 of the Companies
Law that the final general meeting of the above-named company
will be held at 136 Gloucester Terrace, London W2 6HR, at 9 am
on 14th January 2005, for the purpose of presenting to the
members an account of the winding up of the company and giving
any explanation thereof.

CONTACT:  ELI MURAIDEKH and WINSTON GINSBERG
          Voluntary Liquidators
          c/o Maples and Calder, Attorneys-at-law
          P.O. Box 309GT, Ugland House
          South Church Street, George Town
          Grand Cayman, Cayman Islands


FFTW DIVERSIFIED (CLASS B): To Lay Winding Up Accounts Jan. 13
--------------------------------------------------------------
          FFTW DIVERSIFIED ALPHA CLASS B LTD.
              (In Voluntary Liquidation)
          The Companies Law (2004 Revision)

Pursuant to Section 145 of the Companies Law (2004 Revision) the
final meeting of the shareholders of this Company will be held
at EOS Fund Services LLC, 41 Madison Avenue, 30th Floor, New
York, New York, USA, on 13th January 2006 at 12:00 noon:

1. To lay accounts before the meeting to show how the winding up
has been conducted and how the property has been disposed of to
the day of the final winding up on 17th October 2005.

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

CONTACT:  WILLIAM E. VASTARDIS
          Voluntary Liquidator
          EOS Fund Services LLC
          41 Madison Avenue, 30th Floor
          New York, New York 10010, USA


FFTW DIVERSIFIED (CLASS D): To Hold Final Meeting Jan. 13
---------------------------------------------------------
          FFTW DIVERSIFIED ALPHA CLASS D LTD.
              (In Voluntary Liquidation)
          The Companies Law (2004 Revision)

Pursuant to Section 145 of the Companies Law (2004 Revision) the
final meeting of the shareholders of this Company will be held
at EOS Fund Services LLC, 41 Madison Avenue, 30th Floor, New
York, New York, USA, on 13th January 2006 at 12:00 noon:

1. To lay accounts before the meeting to show how the winding up
has been conducted and how the property has been disposed of to
day of final winding up on 17th October 2005.

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

CONTACT:  WILLIAM E. VASTARDIS
          Voluntary Liquidator
          EOS Fund Services LLC
          41 Madison Avenue, 30th Floor
          New York, New York 10010, USA


FFTW DIVERSIFIED (CLASS M): To Hold Final Meeting Jan. 13
---------------------------------------------------------
          FFTW DIVERSIFIED ALPHA CLASS M LTD.
              (In Voluntary Liquidation)
          The Companies Law (2004 Revision)

Pursuant to Section 145 of the Companies Law (2004 Revision) the
final meeting of the shareholders of this Company will be held
at EOS Fund Services LLC, 41 Madison Avenue, 30th Floor, New
York, New York, USA, on 13th January 2006 at 12:00 noon:

1. To lay accounts before the meeting to show how the winding up
has been conducted and how the property has been disposed of to
day of final winding up on 17th October 2005.

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

CONTACT:  WILLIAM E. VASTARDIS
          Voluntary Liquidator
          EOS Fund Services LLC
          41 Madison Avenue, 30th Floor
          New York, New York 10010, USA


FFTW DIVERSIFIED (CLASS Z): To Relate Manner of Liquidation
-----------------------------------------------------------
              FFTW Diversified Alpha Class Z Ltd.
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)

Pursuant to Section 145 of the Companies Law (2004 Revision) the
final meeting of the shareholders of this Company will be held
at EOS Fund Services LLC, 41 Madison Avenue, 30th Floor, New
York, New York, USA, on January 13, 2006 at 12:00 noon:

1. To lay accounts before the meeting to show how the winding up
has been conducted and how the property has been disposed of to
day of final winding up on October 17, 2005.

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

CONTACT:  Mr. William E. Vastardis, Voluntary Liquidator
          EOS Fund Services LLC
          41 Madison Avenue, 30th Floor
          New York, New York 10010, USA


GREENFIELD HOLDING: Wind Up Process to be Presented Jan. 26
-----------------------------------------------------------
               Greenfield Holding Company Limited
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

Pursuant to Section 145 of the Companies Law (2004 Revision) the
final meeting of the shareholders of this Company will be held
at that Shizuo Takahashi of Mitsui O.S.K. Lines, Ltd., of 1-1,
Toranomon 2-Chome, Minato-ku, Tokyo 105-8688, Japan, on January
26, 2005 at 10:00 a.m.:

1. To lay accounts before the meeting showing how the winding up
has been conducted and how the property has been disposed of to
day of final winding up on January 26, 2006.

2. To authorize the liquidator to retain the records of the
Company for a period of three years from the dissolution of the
Company, after which they may be destroyed.

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

CONTACT:  Shizuo Takahashi, Liquidator
          Mitsui O.S.K. Lines, Ltd.
          1-1, Toranomon 2-Chome, Minato-ku
          Tokyo 105-8688, Japan


MILLION CLUB: To Explain Wind Up Process Jan. 12
------------------------------------------------
                   Million Club Corporation
                  (In Voluntary Liquidation)
               The Companies Law (2004 Revision)

Pursuant to Section 145 of the Companies Law (2004 Revision),
the extraordinary final meeting of the shareholder of this
Company will be held at the offices of HSBC Financial Services
(Cayman) Limited, P.O. Box 1109GT, Grand Cayman, Cayman Islands,
on January 12, 2006.

Business:

1. To lay accounts before the meeting, showing how the winding
up has been conducted and how the property has been disposed of,
as at the final winding up on January 12, 2006.

2. To authorize the liquidators to retain the records of the
Company for a period of five years from the dissolution of the
Company, after which they may be destroyed.

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

CONTACT:  Cereita Lawrence and Scott Aitken
          Joint Voluntary Liquidators
          P.O. Box 1109GT
          Grand Cayman, Cayman Islands
          Telephone: (345) 949-7755
          Facsimile: (345) 949-7634


REDFIELD HOLDING: To Lay Accounts on Wind Up Jan. 26
----------------------------------------------------
                Redfield Holding Company Limited
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

Pursuant to Section 145 of the Companies Law (2004 Revision) the
final meeting of the shareholders of this Company will be held
at that Shizuo Takahashi of Mitsui O.S.K. Lines, Ltd., of 1-1,
Toranomon 2-Chome, Minato-ku, Tokyo 105-8688, Japan, on January
26, 2005 at 10 a.m.:

1. To lay accounts before the meeting showing how the winding up
has been conducted and how the property has been disposed of to
day of final winding up on January 26, 2006.

2. To authorize the liquidator to retain the records of the
Company for a period of three years from the dissolution of the
Company, after which they may be destroyed.

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

CONTACT:  Shizuo Takahashi, Liquidator
          Mitsui O.S.K. Lines, Ltd.
          1-1, Toranomon 2-Chome, Minato-ku
          Tokyo 105-8688, Japan



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

BANCO BAC: Rating Reflects Increasing Dollarization of Economy
--------------------------------------------------------------
CREDIT RATING
  Local currency:  BB+/Stable/B
  Foreign currency:  BB/Stable/B

Outstanding Rating(s)
Counterparty Credit
  Local currency:  BB+/Stable/B
Counterparty Credit
  Foreign currency:  BB/Stable/B
Certificate of deposit
  Local currency:  BB+/B
Certificate of deposit
  Foreign currency:  BB/B

Rationale

The ratings on Banco BAC San Jose S.A. reflect the risks
inherent in a highly dollarized balance sheet, and the
nondiversification of the Costa Rican economy. The ratings on
Banco BAC San Jose S.A. are underpinned by the bank's good
financial profile, the benefits from its ownership by one of the
most important financial institutions in Central America, BAC
International Bank Inc. (BIB; BBB-/Stable/A-3), and its
increasing position in the growing retail sector in Costa Rica.

The increasing dollarization of the economy could affect asset
quality in the system in general, and BAC San Jose in
particular. In this sense, the bank and the system are exposed
to foreign-exchange currency risk in the case of a devaluation
of the Costa Rican colon, as more than 50% of the system loan
portfolios are dollar-denominated, and most of their clients are
not net dollar generators. The bank's capital adequacy could
also be compromised, as the majority of risk-weighted assets are
in dollars. In addition, as there is no deposit insurance in
Costa Rica for private banks, and as the government is the
guarantor of deposits held at public banks, in a systemic
crisis, there is a potential risk of the clients transferring
their deposits to public from private banks, inducing fragility
for the private banks. The bank protects itself against
devaluation risk with conservative loan-to-values (LTVs) and
stringent underwriting policies.

Although Costa Rican regulation has made progress in supervising
consolidated groups, including both the on-shore and the
offshore operations, fractional control over the offshore
operations still poses risks to the Costa Rican banking system,
based on the contingent liability that offshore units could
represent to the banks' domestic operations. In the case of BAC,
there has been more openness than with other players in the
country to be regulated in a consolidated manner; however, the
contingency continues for the system as a whole.

Ratings are underpinned by BAC San Jose's good financial
profile. Profitability has been high, with ROAs of more than
2.4% in the past four years thanks to its business mix and
decreasing funding costs. Profitability is expected to remain
high, leveraging on high-yield, and commission-intensive loans,
and good prospects for growth. In addition to being profitable,
asset quality has been adequate, as nonperforming assets (NPAs)
have been low, thanks to a diversified loan portfolio with no
significant concentrations by industry, economic group, or
individual exposures, which is unusual for a bank operating in a
small market. NPAs decreased to 1% in September 2005 from 2.3%
in 2003 as a consequence of conservative underwriting policies
and adequate collection. At the same time, loan-loss reserves
improved to 1.7x in September 2005 from 0.9x in 2003. Adequate
asset quality is expected to continue in the future.
Nevertheless, the high exposure to dollar-denominated loans
continues to be an important risk to the overall loan portfolio.

The ownership of BIB and Credomatic International Corp. gives
BAC San Jose access to a common brand and regional presence. In
addition, BAC San Jose's increasing participation in cash
management services has provided an edge in the Costa Rican
market, as this participation, along with its credit card
business, allows the bank to generate a significant amount of
fee income. BAC San Jose is increasing its position in the
growing retail sector in Costa Rica, mainly in high-end mortgage
loans and credit cards with conservative LTVs and revenues-to-
debt ratios.

The bank run that BAC San Jose suffered in August 2004,
precipitated by false rumors in the market, was successfully
surpassed, satisfying payment of depositors' monies in full. As
of September 2005, deposits were 30% higher than those held in
June 2004. Liquid assets represented by cash and securities
continue to account for almost 40% of total assets in September
2005.

Outlook

The stable outlook mirrors the outlook on the sovereign credit
ratings on Costa Rica, and reflects BAC San Jose's significant
exposure to that country. All things being equal, a rating or
outlook change on the sovereign would prompt a similar change on
the ratings or outlook on the banks. The stable outlook takes
into consideration expectations that the bank will continue to
perform adequately and expand its businesses under the current
policies.

Primary Credit Analyst: Leonardo Bravo, Mexico City
(52)55-5081-4406; leonardo_bravo@standardandpoors.com

Secondary Credit Analyst: Francisco Suarez, Mexico City
(52) 55-5081-4474; francisco_suarez@standardandpoors.com



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

BANCO AGRICOLA: Ratings Reflect Large Portfolio of NPAs
-------------------------------------------------------
CREDIT RATING:  BB/Stable/B

Outstanding Rating(s)
  Counterparty Credit:  BB/Stable/B
  Certificate of deposit:  BB/B

Rationale

The ratings on Banco Agricola S.A. are constrained by an
important amount of restructured loans and foreclosures,
residual problems of the coffee sector, and the relatively small
size and limited diversification of El Salvador's economy. The
ratings are supported by Banco Agricola's leading market
position in El Salvador, its diversified loan portfolio, good
profitability, and broad base of retail deposits. The bank has
better efficiency ratios, lower funding costs, and lower
concentrations in its client base than do its peers.

Credit policies are adequate, and in the past year, Agricola
introduced important changes to underwriting processes to
improve asset quality. Total nonperforming assets (NPAs), that
include nonperforming loans (NPLs), foreclosed assets,
restructured assets, and Ficafe, went down to 10% as of
September 2005 from 15% in 2001, which is still high by any
standard. NPLs show a better picture, as they decreased to 2% in
September 2005 from 3% in 2003. Banco Agricola has the largest
participation of Ficafe of the El Salvadorian banks, with more
than $100 million, and it will continue to affect NPAs heavily.
Foreclosed assets have been cut in half since 2001 and
restructured loans are also declining, so a slight improvement
in asset quality is expected in the future.

Banco Agricola continues to be El Salvador's largest bank, with
$2.9 billion in assets and $301 million in equity as of
September 2005, with a market penetration of almost 30% in
deposits and loans. It benefits from the largest distribution
network in the country. The bank has always focused on the mass
market and is consolidating its local leadership by emphasizing
retail deposits, loans to SMEs, and cross-selling other
products. The cost containment strategy has started to bear
fruit, as efficiency has improved to 45% as of September 2005,
which is better than that of peers in El Salvador and only
surpassed by that of banks in Panama. Standard & Poor's Ratings
Services expects Agricola to maintain a leading position in all
its business lines and to maintain an important exposure to El
Salvador's economy.

Despite the tough economic and competitive environment, Agricola
has maintained its ROA above 1% in the past three years. That is
not high as compared to other Latin American banks, but it is
higher than that of peers in El Salvador. In our opinion,
Agricola's profitability is cleaner than that of peers, as it
depends less on market-related revenues, it has better
efficiency, and loan-loss reserves as a percentage of assets are
more important than for peers. ROA rose to 1.2% in September
2005 from 0.97% in 2002, but if an important nonrecurrent charge
held in the first half of 2005 had not been taken, ROA would
have increased to 1.3%, which is higher than that of peers. On
the cost side, there was an aggressive reduction in 2004 that
produced a swift decrease in noninterest expenses to 49% in
December 2004 from 55% in 2003. We expect profitability to be
maintained at its current levels.

Banco Agricola's main funding source continues to be customer
deposits, where it has a high 28% market share in deposits, and
that as of September 2005 represented 72% of total liabilities.
The liability side has been well managed and its broad customer
base has allowed Banco Agricola to maintain a cheaper funding
structure than those of other local institutions.

Banco Agricola as of June 2005 reported a 12.5% capital ratio,
and the future target is to maintain it above actual levels. We
think current capitalization and internal capital generation
could be enough to finance the bank's future needs, because loan
growth is not expected to be high. Adjusted total equity to
adjusted assets is similar to that of other banks, standing at
10% as of September 2005.

Outlook

The stable outlook reflects our opinion that the bank's
strategies and adequate operations should maintain profitability
at adequate levels in a stable economic environment. The ratings
could improve if NPAs advance toward Latin American standards,
if economic conditions recover, and the bank is capable of
profiting from them. An economic downturn or the continuation of
low growth prospects of the Salvadorian economy, however, could
affect the bank's overall performance, putting pressure on the
rating.

Primary Credit Analyst: Leonardo Bravo, Mexico City
(52)55-5081-4406; leonardo_bravo@standardandpoors.com

Secondary Credit Analyst: Francisco Suarez, Mexico City
(52) 55-5081-4474; francisco_suarez@standardandpoors.com


BANCO CUSCATLAN: Ratings Reflect Relatively Lower Capitalization
----------------------------------------------------------------
CREDIT RATING: BB/Stable/B

Outstanding Rating(s):
   Counterparty Credit:  BB/Stable/B
   Certificate of deposit:  BB/B

Rationale

Standard & Poor's Ratings Services' ratings on Banco Cuscatlan
S.A. are constrained by limited growth prospects in El Salvador
due to its economy's small size and diversification, credit
quality of its loan portfolio, and the current strong
competitive environment, which pressures earnings. The ratings
are based on the bank's strong market position in El Salvador,
its adequate profitability, and the increasing recognition of
the Cuscatlan brand in the region.

Asset quality has shown improvement and the main indicators have
evolved satisfactorily; for example, NPAs that include
nonperforming loans (NPLs), restructured loans, and repossessed
assets, decreased to 9.8% as of September 2005 from 11% at year-
end 2003. Important efforts have been made to reduce foreclosed
assets, but NPAs continue to be high. Asset quality continues to
be a challenge for the bank. Participation of loans classified
in the B and C categories in the overall loan portfolio is
greater than for peers. Reported NPLs show a better picture and
decreased to 2% in September 2005 from 3% in 2003. Although the
bank has tightened its credit underwriting conditions, enhanced
borrower surveillance, and taken a slightly more conservative
approach toward loan restructurings, residual problems from
coffee and construction loans continue to affect asset quality.
We expect NPAs to decrease slowly.

Banco Cuscatlan has maintained its market position as the
second-largest bank in El Salvador, holding 22% of the system's
deposits and loans. El Salvador's economy is small, concentrated
in few sectors, and has exhibited lower economic growth than
have other Central American countries. Although economic
performance has been slow in El Salvador, Banco Cuscatlan has
achieved higher loan growth than have its peers, as it has been
more aggressive than its competition, mainly in corporate and
mortgage loans to high-end clients.

Banco Cuscatlan has maintained adequate profitability ratios in
the El Salvador market, with 1% ROAs in the past three years.
There has been margin compression for the Salvadorian banks in
general and for Banco Cuscatlan in particular, as the banks have
been unable to transfer the full impact of the hike in
international interest rates to their clients as a consequence
of the important competition in the market. As Banco Cuscatlan
has been the most active bank in El Salvador to use funds from
international capital markets, the effect of higher
international rates has been more important than for peers.
Nevertheless, Banco Cuscatlan has reduced its exposure in the
foreign market by prepaying its U.S. CP program and other lines
of credit. To compensate the slow growth in the net interest
margin, the bank has increased trading activities, which
although they are a volatile source of earnings, are adequate
for the current rating level. As a consequence, market-sensitive
income now represents around 15% of total revenues, compared to
only 9% in 2002. As are other players in the system, Banco
Cuscatlan is placing great emphasis on greater growth in the
retail segment, which should offset downward pressure on
margins. As loan growth is anticipated to be moderate,
profitability should remain at current levels.

Banco Cuscatlan's main funding source is customer deposits,
which at September 2005 represented 68% of total liabilities. As
with other banks in the country, there is a maturity gap as
long-term loans are funded by short- and medium-term
liabilities. With 32% of assets comprised of cash and
securities, the bank maintains a high level of liquidity, in
part because of regulatory requirements. In general, Banco
Cuscatlan has been more active in the capital markets than have
its peers, and the liability side has been well managed.

As of September 2005, Banco Cuscatlan reported a 14.5%
regulatory capital ratio, which is expected to remain going
forward. Adjusted total equity to adjusted assets is similar to
that of other banks, standing at 10.2%. With reinvestment of
most of its profits, internal capital generation should finance
capital future needs and expected loan growth.

Outlook

The stable outlook reflects our opinion that the bank's
strategies and operations should maintain profitability at
adequate levels in a stable economic environment. An economic
downturn or the continuation of low growing prospects of the
Salvadorian economy, however, could affect the bank's overall
performance, putting pressure on the ratings. Ratings could be
raised if there is a strong positive development in economic
conditions, along with consistent improvements in asset quality
and profitability measures, together with improved capital
ratios.

Primary Credit Analyst: Leonardo Bravo, Mexico City
(52)55-5081-4406; leonardo_bravo@standardandpoors.com

Secondary Credit Analyst: Francisco Suarez, Mexico City
(52) 55-5081-4474; francisco_suarez@standardandpoors.com


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

KAISER ALUMINUM: Court OKs Previously-Filed Liquidation Plans
-------------------------------------------------------------
Kaiser Aluminum announced Tuesday that in furtherance of its
overall restructuring effort which focuses the Company's future
primarily on its fabricated products business, the Bankruptcy
Court overseeing its Chapter 11 case confirmed the previously
filed plans that would liquidate four commodity subsidiaries.
Pursuant to the Bankruptcy Court's order, the four liquidating
commodity subsidiaries are authorized to make partial
distributions to certain of their creditors, while reserving
sufficient amounts for future distributions until the Bankruptcy
Court resolves certain outstanding disputes among the creditors
of these subsidiaries (more fully discussed below) and for the
payment of administrative and priority claims and trust
expenses. As more fully described below, if the four liquidating
commodity subsidiaries implement the plans during 2005, it would
likely reduce the Company's income tax liability in respect of
2005.

The four affected subsidiaries are Alpart Jamaica Inc. ("AJI")
and Kaiser Jamaica Inc. ("KJC"), which had owned the company's
interests in an alumina refinery in Jamaica that were sold in
July 2004, and Kaiser Alumina Australia Corporation ("KAAC") and
Kaiser Finance Corporation ("KFC"), which had owned the
company's interests in respect of an alumina refinery in
Australia that were sold in April 2005. AJI, KJC, KAAC and KFC
are hereinafter collectively referred to as the Liquidating
Subsidiaries. Information regarding the AJI/KJC liquidating plan
and the KAAC/KFC liquidating plan (collectively the "Liquidating
Plans") is contained in the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2005 (the
"September Form 10-Q"). Information regarding the Liquidating
Plans and related disclosure statements are also posted in the
Restructuring section of Kaiser Aluminum's web site at
www.kaiseraluminum.com.

The Bankruptcy Court's ruling does not resolve a dispute between
the holders of the Company's Senior Notes and the holders of the
Company's Senior Subordinated Notes (more fully described in the
September Form 10-Q) regarding their respective entitlement to
certain of the proceeds from the sale of interests by the
Liquidating Subsidiaries (the "Senior Note-Subordinated Note
Dispute"). However, as a result of the Bankruptcy Court's
approval, the Company will pay all restricted cash and other
assets held on behalf of or by AJI, KJC, KAAC and KFC to a
trustee. The trustee will then be authorized to make partial
distributions after setting aside sufficient reserves for
amounts subject to the Senior Note-Subordinate Note Dispute
(approximately $213 million) and for the payment of
administrative and priority claims and trust expenses
(approximately $40 million). After such reserves, the partial
distribution is expected to total approximately $430 million of
which, pursuant to the Liquidating Plans, approximately $196
million will be paid to the Pension Benefit Guaranty Corporation
("PBGC"), and $202 million will be paid to the indenture
trustees for the Senior Notes for subsequent distribution to
holders of the Senior Notes. Of the remaining partial
distribution, approximately $21 million will be paid to Kaiser
Aluminum & Chemical Corporation ("KACC"), the Company's
principal operating subsidiary, and $11 million will be paid to
the PBGC on behalf of KACC. All distributions, including future
distributions, under the Liquidating Plans will be made to the
holders of claims as of the close of business on December 20,
2005. Initial, partial distributions are expected to be made in
late December 2005, although no assurances can be provided as to
the actual timing of those distributions.

In connection with the effectiveness of the Liquidating Plans,
once the Liquidating Subsidiaries have paid the cash and other
assets to the trustee, the Liquidating Subsidiaries will be
deemed to be dissolved and they will take the actions necessary
to dissolve or otherwise terminate their corporate existence.

As also disclosed in the September Form 10-Q, the Company
believes that it would likely have to pay approximately $8.5
million of Alternative Minimum Tax ("AMT") in respect of 2005 as
a result of the 2005 gain on sale of its interest in and related
to the Australian alumina refinery. However, as further
disclosed in the September Form 10-Q, if the company's plan of
reorganization and/or the Liquidating Plans were approved and
implemented during 2005, certain tax attributes would likely be
available to reduce the 2005 AMT. Assuming that the Company is
able to implement the Court's ruling, for which there can be no
assurances, the Company currently estimates that it would reduce
the likely 2005 AMT amount by approximately $4.0 million. The
Company believes that any AMT amounts ultimately owed in respect
of 2005 will be reimbursed to the Company from the funds
reserved in respect of the Liquidating Plans, pursuant to an
agreement with the creditors.

The Bankruptcy Court's ruling does not in any way affect the
Company's plan of reorganization, which has been overwhelmingly
accepted by the Company's creditors, and for which confirmation
hearings are to be held on January 9, 2006 and January 10, 2006.

Kaiser Aluminum (OTCBB: KLUCQ) is a leading producer of
fabricated aluminum products for aerospace and high-strength,
general engineering, automotive, and custom industrial
applications.

CONTACT:  Kaiser Aluminum
          Geoff Mordock
          Tel: 213-489-8271


KAISER ALUMINUM: Liverpool Limited Balks at Plan Modifications
--------------------------------------------------------------
As previously reported in the Troubled Company on Nov. 30, 2005,
Kaiser Alumina Australia Corporation, Kaiser Finance
Corporation, Alpart Jamaica Inc. and Kaiser Jamaica Corporation
sought the U.S. Bankruptcy Court for the District of Delaware's
authority to make certain modifications to their Third Amended
Joint Plans of Liquidation.

The Plan Modifications will enable the Liquidating Debtors to:

   -- confirm the Liquidating Plans in 2005 even if the Court
      does not render a decision on the dispute relating to the
      relative priority of holders of Senior Note Claims and
      holders of Senior Subordinated Note Claims to payments by
      the Liquidating Debtors; and

   -- avail of significant potential tax savings.

                   Liverpool's Limited Objection

Liverpool Limited Partnership tells the Court that it does not
oppose the initial distributions under the Liquidating Plans.  
To the extent that funds are not subject to the Guaranty
Subordination Dispute, Liverpool believes there is no reason to
delay the distribution of funds to creditors.

However, Liverpool is concerned that the proposed modifications
to the Liquidation Plans may also permit distributions of
disputed funds before the Guaranty Subordination Dispute is
fully resolved.

Rebecca Street Beste, Esq., at Potter, Anderson & Corroon LLP,
in Wilmington, Delaware, points out that distribution of the
disputed funds before a final order is entered could lead to
additional time-consuming and costly litigation.

She also notes that there is nothing in the proposed
modification that purports to limit any party's rights to seek a
stay pending appeal of any decision of the Court in the Guaranty
Subordination Dispute.  Requiring a final order would eliminate
any reason for a party to need to seek a stay, Ms. Beste says.

                   Debtors' Response to Liverpool

The Debtors ask the Court to summarily overrule Liverpool's  
limited objection.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, argues that because the proposed Plan
modifications now separate confirmation of the Liquidating Plans
from the Court's ruling on the Guaranty Subordination Dispute,
the final order requirement in the Liquidating Plans will no
longer have the potential to affect the implementation of the
Court's Guaranty Decision, and the losing party, whether
Liverpool or not, will have to seek a stay pending appeal.

She asserts that Liverpool's position is simply a legal maneuver
to gain for itself the ability to delay distributions for
several years without having to meet the requirements for a
stay, particularly the requirement of showing the ability to
succeed on the merits.

To give all parties a period of time to seek a stay, Ms.
Newmarch says, the Liquidating Debtors have added a provision in
the proposed confirmation order that stays implementation of the
Guaranty Decision until the expiration of 10 days after entry of
the decision.  The 10-day stay, consistent with the 10-day stay
that would have applied if the Guaranty Decision was issued in
connection with the confirmation order, will afford any party
that wants to appeal from the Guaranty Decision ample time to
seek a stay of distributions pending the appeal.

                   U.S. Bank's Proposed Changes

U.S. Bank is the indenture trustee for the 10-7/8% Senior Notes
issued by Kaiser Aluminum & Chemical Corporation pursuant to the
terms of an indenture for the issuance of up to $175,000,000 of
10-7/8% Series B Senior Notes and another indenture for the
issuance of up to $50,000,000 of 10-7/8% Series D Senior Notes.

These notes are jointly and severally guaranteed by each of the
Alumina Subsidiaries.

Theodore J. Tacconelli, Esq., at Ferry, Joseph & Pearce P.A., in
Wilmington, Delaware, tells the Court that U.S. Bank does not
oppose confirmation of the Alumina Subsidiary Plans in advance
of the resolution of the contractual subordination dispute
regarding the public notes of the Debtors that is currently
under advisement with the Court.  As the Debtors in the
modification motion correctly point out, the confirmation of the
Alumina Subsidiary Plans would prevent the incurrence of
unnecessary taxes and permit the immediate distribution of
undisputed amounts to claimants, including the holders of 10-
7/8% Senior Notes.

However, U.S. Bank has asked the Liquidating Debtors to make
some changes in the modified Plans to resolve these issues:

     (a) the definition of contractual subordination dispute
         should be updated and revised to reflect the procedural
         history of the subordination proceedings to date and
         the contemplated post-confirmation proceedings;

     (b) the modified Liquidating Plans should explicitly state
         the procedural basis on which the Court is retaining
         jurisdiction to decide the contractual subordination
         dispute as a contested matter post-confirmation and
         provide that all evidence in the record from the
         earlier proceedings is automatically part of the record
         in the post-confirmation proceedings;

     (c) the fees and expenses of the Senior Notes Trustee and
         the ad hoc group incurred up through entry of a final
         order resolving the contractual subordination dispute
         should be paid from the distribution trust to be
         consistent with the Plans' current terms;

     (d) conforming modifications to all parts of Section 2.4 of
         the Plans need to be made to reflect the
         inapplicability of certain provisions by reason of the
         vote outcome; and

     (e) all of the proposed modifications, when finalized, must
         be adequately addressed with appropriate modifications
         to the Confirmation Orders.

U.S. Bank reserves its right to object to the form of
confirmation order and to raise additional objections based on
additional changes to the modification motion or the form of
confirmation order.

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 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 $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 85; Bankruptcy Creditors'
Service, Inc., 215/945-7000)



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

BALLY TOTAL: Inks Exclusive License Agreement With FAM LLC
----------------------------------------------------------
Bally Total Fitness (NYSE: BFT - News), the nation's leader in
health and fitness, announced Tuesday that it has entered into a
licensing agreement with FAM LLC, through its licensing agent
Stone America, to manufacture a full line of licensed sport bras
and other adult women's sportswear for retail distribution.

The new apparel line will launch in 2006, beginning with the
active sports bra, which will hit store shelves in January.
Bally Total Fitness and FAM LLC will also team up to offer other
women's athletic apparel, including yoga pants, which will be
available later in the year.

"We are committed to providing consumers with the best fitness
and nutrition services, as well as retail products to meet their
needs. We are excited to join together with FAM LLC to further
enhance our current line of products and think consumers will be
pleased with the new offerings," said Jim McDonald, chief
marketing officer for Bally Total Fitness.

The new athletic gear is the latest addition to a full line of
retail products already offered by Bally Total Fitness, which
include performance supplements, weight management products and
energy enhancers, as well as home fitness equipment. These
products leverage the strength of the Bally Total Fitness brand
to generate revenue at no cost and extend its presence through
third party products. All of the Bally Total Fitness products
are available online at Amazon.com. In addition, several retail
outlets carry select Bally Total Fitness products, including
Rite Aid, Wal-Mart, Jewel-Osco, Ralph's and Albertson's.

Frank Zarabi, CEO of FAM LLC stated, "We are excited about the
opportunity to work with Bally Total Fitness, a nationally
recognized name and the leader in the fitness industry. We
believe that the Bally Total Fitness logo will give instant
credibility to our line of sport bras and other apparel
products."

Robert Stone of Stone America Licensing commented at the signing
of this license, "As the Agent for FAM LLC, we feel strongly
that this association with Bally Total Fitness will be mutually
beneficial for both companies and with FAM LLC's respect and
retailer credibility, will be evergreen."

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers with nearly 440
facilities located in 29 states, Mexico, Canada, China, Korea
and the Caribbean under the Bally Total Fitnessr, Crunch
Fitness(SM), Gorilla Sports(SM), Pinnacle Fitnessr, Bally Sports
Clubsr and Sports Clubs of Canadar brands. Bally offers a unique
platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.
For more information, visit http://www.ballyfitness.com.

FAM LLC is a men's, women's and kids underwear company based in
Commerce, California, founded in 1985 by Mr. Frank Zarabi. FAM
LLC has two distribution centers in North America, one in
Commerce, CA and another in Mississauga, Ontario, Canada. FAM
LLC has sales offices located in Connecticut, Dallas, TX and
Bentonville, Ark. The company prides itself in bringing fashion
and new ideas to its customers. The design staff shops Europe
twice a year. The FAM LLC team works with all levels of retail
from Discount Stores to Department Stores. Some of the retail
customer's include Sam's Clubs, JC Penney, Wal-Mart, Sears, Lane
Bryant and May Department stores.

Stone America Licensing (http://www.stoneamerica.com)is a  
professional licensing, marketing, and sponsorship/endorsement
agency that specializes in creating revenue-driven programs to
help strengthen and protect corporate brands, trademarks and
logos. Clients include Amanda Bynes, Kelly Rowan, Jennifer Love
Hewitt, International Truck & Engine, Kampgrounds of America,
Laura Ashley, The Plaza, FAM LLC, Hollander Home Fashions, Under
the Canopy, The Currier & Ives Foundation, Bridal Bootcamp,
Susan Dumas, Country Diary, and Paddington Bear.

CONTACT: Bally Total Fitness Holding Corporation
         8700 West Bryn Mawr Avenue
         Chicago, Illinois 60631


DESC: Concludes Refinancing Process
-----------------------------------
DESC, S.A. de C.V. (BMV: DESC) announced Tuesday that it
successfully completed the refinancing of its bank debt with a
US$375 million syndicated loan, which represents 60% of total
consolidated debt. This new loan significantly improves the
Company's debt profile in so far as DESC can service future debt
amortizations with its own cash flow generation. The average
term of debt improves from 3 years to 5 years.

The lead underwriters were Citigroup and Banco Inbursa, along
with the participation of the following financial institutions:
ABN Amro Bank, BBVA Bancomer, JP Morgan Chase Bank, Export
Development Canada, Comerica Bank, Caja de Ahorros del
Mediterraneo, Credit Suisse and HSBC.

New institutions participated in the transaction, which
demonstrates the financial community's confidence and also marks
the return to voluntary debt markets by DESC. Notably, the
US$375 million amount borrowed is less than what the banks
offered given that DESC's operating cash flow has enabled it to
make pre-payments on its existing debt.

The terms of this transaction are aligned with the standards for
voluntary credits and include a 5-year maturity and a spread
over TIIE and LIBOR of 200 basis points, which can decrease as
the leverage ratio improves.

This transaction is an additional measure that DESC has
undertaken that reflects its commitment and focus of continually
strengthening its financial structure by significantly improving
its debt profile.

DESC is one of the largest industrial groups in Mexico with 2004
sales of approximately US$2 billion and nearly 14,000 employees.
Through its subsidiaries, it is a leader in the Chemical, Food,
Automotive and Real Estate sectors.

CONTACT:  Grupo DESC
          In Mexico
          Jorge Padilla
          Phone: (5255) 5261-8044
          E-mail: ir@desc.com.mx

          In the U.S.
          Maria Barona
          Melanie Carpenter
          Phone: 212-406-3690
          E-mail: desc@i-advize.com
          URL: www.desc.com.mx


MERIDIAN AUTOMOTIVE: Has Until March 31 to File Chapter 11 Plan
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Dec.
5, 2005, Meridian Automotive Systems, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to further extend their exclusive periods to:

    (1) file a plan of reorganization through April 21, 2006;
        and

    (2) solicit and obtain acceptances of that plan through
        June 30, 2006.

                       Credit Suisse Objects

On behalf of Credit Suisse, Cayman Islands Branch, Victoria W.
Counihan, Esq., at Greenberg Traurig, LLP, in Wilmington,
Delaware, complain that the Debtors offer no evidence or
explanation why a 120-day extension of their Exclusive Periods
will better allow them to foster consensus on a reorganization
plan.

Although the Debtors are required to deliver a term sheet for a
plan of reorganization no later than Dec. 15, 2005, Ms. Counihan
notes that nothing prohibits the Debtors from delivering the
Term Sheet in advance of that date so that Credit Suisse may
have an opportunity to review it.

Ms. Counihan further notes that the Debtors are seeking to use
the requirement of delivery of a Term Sheet as a sword, when
they stated that "there is clearly insufficient time between
December 15th and the date the current Exclusive Filing Period
terminates (December 22nd) for the Debtors to bridge the gap
between a term sheet and a confirmable plan of reorganization."

This may be true, Ms. Counihan says, but the Debtors did not
have to wait until the deadline to deliver the Term Sheet.

Ms. Counihan asserts that an extension of the exclusive filing
period through and including March 31, 2006, would best address
the concerns the Debtors have expressed in their request and
would be acceptable to Credit Suisse.  Credit Suisse believes an
extension of the Exclusive Filing Period until March 31 will
give the Debtors well in excess of two months to build consensus
around the Term Sheet.

However, if the Debtors are unable to obtain a consensus by that
time, Credit Suisse, other parties-in-interest, and the Court
should re-evaluate the situation at that time, Ms. Counihan
adds.

                           *     *     *

To settle Credit Suisse's objection, the Debtors agreed to
modify their request.

Accordingly, Judge Walrath extends the Debtors' exclusive
periods to:

     (1) file a plan through March 31, 2006; and

     (2) solicit and obtain acceptances of that plan through
         May 31, 2006.

Credit Suisse' objection is deemed withdrawn.

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.  When
the Debtors filed for protection from their creditors, they
listed $530 million in total assets and approximately $815
million in total liabilities. (Meridian Bankruptcy News, Issue
No. 19; Bankruptcy Creditors' Service, Inc., 215/945-7000).


MEXICANA: Cintra Finalizes $165M Sale to Hotel Chain
----------------------------------------------------
Government-run airline holding company Cintra SA has finalized
the US$165.5 million sale of Mexicana airline to hotel chain
Grupo Posadas SA, reports Dow Jones Newswires.

Cintra said it will deposit 85% of the cash into an account for
safe keeping until the time comes to distribute the funds to
shareholders.

"With this (sale), a new period begins for the country's
aviation sector, and new opportunities will be generated to make
the sector more solid in Mexico," Cintra said.

Cintra said it will try to sell Aeromexico, the other carrier
under its care, for a second time early next year. It previously
rejected the bid for the airline, deeming it too low. The
government will announce in January whether it will sell shares
in Aeromexico or call a new auction for a controlling stake.


SATMEX: Close to Reaching Debt Deal With Creditors
--------------------------------------------------
A senior official at bankruptcy institute Ifecom believes state
satellite operator Satmex is on the verge of wrapping up a debt
restructuring deal with its creditors, reports Business News
Americas.

Ifecom director Luis Manuel Mejan sees Satmex reaching an
agreement soon to extend the deadlines and establish interest
rates for paying off the Company's more than US$800 million of
debt, US$523 million of which is in default.

Ifecom is the federal institute of specialists in Mexican
bankruptcy protection proceedings, known as concurso mercantil.

Satmex and its US creditors reached an agreement at the end of
July to allow bankruptcy proceedings to go ahead under Mexican
jurisdiction.

On November 30, Satmex presented a debt restructuring proposal
to the creditors to comply with the terms of the agreement.

The Company is also obliged to launch the Satmex 6 satellite,
which is seen as essential for the future survival of the
company, by June 30, 2006.

Meanwhile, James Harper, director of corporate research at US
investment firm BCP Securities, who has followed the case
closely, is skeptical of Mejan's optimism for two reasons.

Firstly, he believes that striking a deal will take a
considerable amount of time. Secondly, he understands that
Ifecom, which is normally involved in consurso mercantil
processes, is not so involved in this particular case due to the
nature of the company and the fact that it is a strategic asset
of the government and regulated by the telecommunications
ministry SCT.

It was the SCT that assigned Thomas Heather, a well-known
lawyer, as case supervisor.

However, Harper did not rule out the possibility that
negotiations are moving.

"I know there's been a lot of communication [since the November
30 proposal was made]. There have been iterations of term sheets
going back and forth and it seems as if the lines of
communication are well lubricated," Harper told BNamericas.


SATMEX: APS Financial Corporation Discontinues Coverage
-------------------------------------------------------
APS Financial Corporation has released a credit update that
officially discontinues coverage of Satelites Mexicanos, S.A. de
C.V. High Yield Notes (bond symbol: SATMEX). The Company was
covered by Vice President & High Yield Analyst Jack R. Deino.
For more information and a copy of the comprehensive research
report, contact:

     High Yield Associate Analyst
     Grant A. Wilbeck
     E-mail: gwilbeck@amph.com
     Toll Free: (800) 248-0620

APS Financial Corporation (APSF), a subsidiary of American
Physicians Service Group (NASDAQ: AMPH), specializes in
insurance company fixed income asset management, institutional
and retail securities sales, and investment analysis.
Established in 1981, APSF provides both institutions and high
net worth individual investors with value-added, personalized
investment advice and account services. Our staff includes
experienced analysts, traders, and portfolio managers who are
knowledgeable in all areas of the fixed income market. In
addition to offering insurance asset management and reporting
services, APSF is also extensively involved in the trading and
analysis of high yield corporate bonds. We conduct our own
proprietary research and have developed a large client base of
high net worth individuals and institutional buyers.


SR TELECOM: Appoints Interim Chief Financial Officer
----------------------------------------------------
SR Telecom Inc. (TSX: SRX), a leading vendor of licensed OFDM
solutions for broadband access networks with its symmetry(TM)
products, announced Tuesday the appointment of Peter Campbell,
C.A.; C.P.A., as Interim Chief Financial Officer. Mr. Campbell
previously served the Company in various finance capacities from
2002 to early 2005. Most recently, Mr. Campbell was the
Corporate Controller for an early stage company devoted to the
development of leading-edge technology in care management tools.

The Board of Directors of SR Telecom approved the appointment
today and it is effective immediately.

Mr. Campbell replaces David Adams, Senior Vice-President,
Finance and Chief Financial Officer. As previously announced,
Mr. Adams is leaving the Corporation as of December 23, 2005.

About SR Telecom

SR TELECOM designs, builds and deploys versatile, field-proven
Broadband Fixed Wireless Access solutions. SR Telecom products
are used by large telephone and Internet service providers to
supply broadband data and carrier- class voice services to end-
users in both urban and remote areas around the globe. With its
principal offices in Montreal, Mexico City and Bangkok, SR
Telecom products have been deployed in over 110 countries,
connecting nearly two million people.

With its widely deployed symmetry(TM) WiMAX-ready solution, SR
Telecom provides bridge technology to future high-speed
solutions for voice, data and entertainment providers.

SR Telecom is a principal member of WiMAX Forum, a cooperative
industry initiative which promotes the deployment of broadband
wireless access networks by using a global standard and
certifying interoperability of products and technologies.

CONTACT:  William E. Aziz
          Interim President and CEO
          Tel: (514) 335-2429, Extension 4613
          Rick Leckner, MaisonBrison
          Tel: (514) 731-0000
          URL: www.srtelecom.com



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

ACEPAR: Nationalization Not an Option - President Duarte
--------------------------------------------------------
Paraguay's President Nicanor Duarte has ruled out the
possibility of nationalizing iron and steel company Acepar,
reports Business News Americas.

The subject of nationalizing Acepar surfaced during strikes at
Acepar, putting pressure on the state to assume control once
again.

But Duarte does not believe nationalizing the Company is an
option. "I don't think it's feasible."

Meanwhile, Duarte expects Acepar and workers to reach this week
an agreement to restructure workers' pay. One worker reportedly
went on a hunger strike for a few days to compel the Company to
change wage categories.

Acepar, 37km from capital Asuncion in Villa Hayes, was
privatized in 1997 upon being sold to a consortium of Argentine
and Paraguayan business interests, while employees kept 33.3% of
the Company's shares.



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

AOL LATIN AMERICA: Enters into Amendment to Support Agreement
-------------------------------------------------------------
America Online Latin America, Inc. entered on December 19, 2005
into amendment (the Amendment) to the Plan Support Agreement
dated as of June 23, 2005, as amended (the Support Agreement)
with America Online, Inc. (America Online), Time Warner Inc.,
Aspen Investments LLC and Atlantis Investments LLC.

The purpose of the Amendment is to modify certain dates
contained in the Support Agreement. Specifically, the Amendment
amended the Support Agreement in the following respects: (i)
"January 17, 2006" shall be substituted for "December 15, 2005"
in paragraph 7(i) of the Support Agreement.

CONTACT: AOL Latin America
         6600 N. Andrews Ave.
         Suite 400 Ft. Lauderdale
         FL 33309
         Phone:(954) 233-1803



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

PDVSA: Ratings Reflect Venezuela's Foreign Currency Rating
----------------------------------------------------------
Rationale

The ratings on Petroleos de Venezuela S.A. (PDVSA) and Venezuela
are equalized because of their ties of ownership and economic
interests.

Through its subsidiaries, PDVSA engages in the exploration and
production of crude oil and natural gas (upstream) and the
refining, marketing, and distribution of crude oil, refined
products, and petrochemicals.

The ratings on PDVSA, Venezuela's national oil company, reflect
the foreign currency rating on Venezuela, its lone shareholder.
Standard & Poor's Ratings Services maintains the same rating on
PDVSA as it does on Venezuela because of the government's
ability to exert substantial control over PDVSA's finances and
its dependence on PDVSA's cash flow for meeting its own
obligations. Branches of the government have direct control over
the company's budget, tax regime, appointment of officers, debt
management, and dividend policies. In addition, almost all of
PDVSA's assets are located in Venezuela, exposing the company to
political risks in that country, which were underscored in late
2002 and early 2003 by general strikes that crippled PDVSA's
operations.

We expect the government to continue to use its authority to
exploit PDVSA's financial resources to effectively consolidate
the debt management of the country with PDVSA. Mechanisms to
extract cash from PDVSA include royalties, taxes, dividends, use
of PDVSA's cash balances to support the bolivar (the Venezuelan
currency), and the slow payment on government receivables held
by PDVSA.

As an operating entity, PDVSA had been one of the largest and
most profitable oil companies in the world. Until labor
relations rocked PDVSA, the company benefited from a low-cost
production base, an accomplished operational staff, and an
enviable exploration acreage position that could be exploited
for strong production growth. Nevertheless, PDVSA's operational
skills were weakened by the dismissal of several thousand
skilled workers.

Although total Venezuelan production has increased to about 2.6
million barrels per day, we are concerned about PDVSA's ability
to finance both sustaining capital expenditures and growth
initiatives, particularly if PDVSA is confronted with additional
cash calls from the government.

Outlook

The stable outlook reflects that on the Bolivarian Republic of
Venezuela. Future rating changes for PDVSA will be linked to
changes in the ratings on Venezuela.

Primary Credit Analyst: Jose Coballasi, Mexico City
(52)55-5081-4414; jose_coballasi@standardandpoors.com

Secondary Credit Analysts: Richard Francis, New York
(1) 212-438-7348; richard_francis@standardandpoors.com

Santiago Carniado, Mexico City (52) 55-5081-4413;
santiago_carniado@standardandpoors.com






                            ***********


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. John D. Resnick, Edem Psamathe P. Alfeche and
Sheryl Joy P. Olano, Editors.

Copyright 2005.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
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Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.

The TCR Latin America subscription rate is $575 per half-year,
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members of the same firm for the term of the initial
subscription or balance thereof are $25 each.  For subscription
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