TCRLA_Public/051227.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Tuesday, December 27, 2005, Vol. 6, Issue 256

                            Headlines


A R G E N T I N A

AGUAS ARGENTINAS: Rates Hike Issue Delays Stock Transfer
AGUAS CORDOBESAS: To Remain in Cordoba Following Deal With Govt.
AGUAS PROVINCIALES: Suez Receives One More Offer for Stake
TELEFONICA DE ARGENTINA: Alfredo Mac Laughlin Exits Post
VILLAGE CINEMAS: May Sell Recoleta Complex to Settle Debt


B O L I V I A

* BOLIVIA: IMF to Extend 100% Debt Relief


B R A Z I L

ELETROPAULO METROPOLITANA: Kicks Off $107M Debenture Sale
SADIA: Board OKs Payment of Interest on Equity
VARIG: Posts 11-Month Loss of BRL1.06 Bln


C A Y M A N   I S L A N D S

BPA-SIGMA: Final Meeting of Shareholders to be Held Jan. 13
CASA PREFERRED: To Lay Winding Up Account Before Jan. 13 Meeting
CASSIM LTD: To Present to Members Winding Up Account Jan. 16
DEVRAJ HOLDING: To Hold Final Meeting Jan. 16
INSINGER HOLDINGS: Shareholders to Hear Wind Up Accounts Feb. 28

ORIENT FUNDING: To Detail Liquidation Accounts Jan. 12
RGA SIGMA: To Show Manner of Liquidation Jan. 11
ST INVESTMENT: To Present Account on Liquidation Jan. 13


E C U A D O R

PETROECUADOR: Suspends Contract Renegotiations with Occidental


H O N D U R A S

* HONDURAS: IMF to Extend 100% Debt Relief


J A M A I C A

AIR JAMAICA: To Restart St. Lucia Flights Feb 2006
KAISER ALUMINUM: Extends George Haymaker's Term


M E X I C O

ASARCO: Wants Stay Lifted to Set Off Chevron Debt
BALLY TOTAL: May Seek Resolution Regarding Shareholders' Actions
BALLY TOTAL: LIL Group Expresses Concerns on Recent Stock Sales
CALPINE CORP: Issues List of 80 Largest Unsecured Creditors
SR TELECOM: Sells French Subsidiary


N I C A R A G U A

* NICARAGUA: IMF to Extend 100% Debt Relief


P A N A M A

WILLBROS GROUP: Prices $65M Private Placement of Senior Notes


U R U G U A Y

NBC: Government, Advent Agree to Delay Sale Closing


V E N E Z U E L A

BANPLUS: Upcoming Sale Draws 10 Bids

     -  -  -  -  -  -  -  -

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

AGUAS ARGENTINAS: Rates Hike Issue Delays Stock Transfer
--------------------------------------------------------
The government's refusal to discuss rate increases is proving to
be a sticking point in the change of shareholders at Buenos
Aires' water and sewerage company Aguas Argentinas, Business
News Americas suggests.

Two investment funds, Fintech Advisory and Latin American Assets
Management, are currently in talks to buy a 70% stake in Aguas
Argentinas. The investment funds are looking to take 21.26% from
Spanish company Aguas de Barcelona (Agbar) and 36.18% from
French services firm Suez.

However, it is rumored in the market that there are also two
Argentine groups interested in Aguas Argentinas - one related to
the financial sector and the other involved in services. But
like Fintech and Latin American Assets, they are concerned about
the impasse over water charges with the government.

"The change of shareholders is hampered because the executive
branch [of government] is not willing to discuss rate
modifications," said an unnamed source close to the talks.

Suez officially announced its decision to exit Aguas Argentinas
on September 9 after the breakdown of lengthy contract
negotiations with the government.

Fellow shareholder Agbar followed suit with a similar
announcement of its own.


AGUAS CORDOBESAS: To Remain in Cordoba Following Deal With Govt.
----------------------------------------------------------------
Cordoba water utility Aguas Cordobesas, a unit of French water
company Suez SA, has struck a contract agreement with the
provincial government.

According to Dow Jones Newswires, Oscar Santarelli, Cordoba's
Minister for Public Works, and the utility's executives have
presented the agreement to the provincial legislature for
approval.

Details of the accord were not provided. However, local news
reports suggest Aguas Cordobesas will be allowed to hike water
charges for 50% of consumers. These rate increases will be
proportional to the amount of water consumers use and the income
levels of the customers in the seven zones into which Cordoba
city is divided.

Meanwhile, the Company agreed to call off its US$108 million
lawsuit filed with the International Center for Settlement of
Investment Disputes (ICSID).

Although the contract renegotiation deal will first have to be
approved by law, it would mean that French services group Suez
and Spanish water company Aguas de Barcelona (Agbar) will not
withdraw from the concession, despite previous claims that this
would be the case.


AGUAS PROVINCIALES: Suez Receives One More Offer for Stake
----------------------------------------------------------
Alberdi Aguas, a unit of Santa Fe-based ceramic tile
manufacturer Ceramica Alberdi, has presented to authorities a
proposal to buy French utility Suez' (SZE) stake in water
utility Aguas Provinciales de Santa Fe.

Under the proposal, 77.5% of Aguas Provinciales' shares will be
transferred to Alberdi Aguas, with the proposed operator being
Spanish company Passavant Espana.

A statement from the Alberdi group revealed that the proposed
investment plan involves ARS80 million (US$26.4mn) in works in
2006 and 2007, and the stock transfer would mean a ARS176-
million capitalization. Alberdi has presented guarantees and
would also take on the Company's ARS160-million debt.

If the deal is approved by the provincial government, the
division of stock in Aguas Provinciales de Santa Fe will be the
following: Alberdi Aguas with 77.5%; Banco Galicia with 12.5%
and the property sharing program (Programa de Propiedad
Participada) would control 10%.

Passavant, the Spanish subsidiary of a German company of the
same name, will not actually have a share in the water company,
but presumably will charge for its operational services, as Suez
did, even though it was the main shareholder.

Suez said in May it was quitting its concession for Aguas
Provinciales de Santa Fe.

Earlier this year, Suez was about to sell its stake to two
investment groups belonging to local businessman Alejandro
Ivanissevich. Both sides missed a deadline for the deal's
completion when the Santa Fe government requested more
information, and the sale was called off in August.

Suez then entered into talks with local businessman Sergio
Taselli, but no agreement was reached.

In late November, Aguas Provinciales turned down a fresh
contract proposal from the provincial government that attempted
to keep the French utility on board.


TELEFONICA DE ARGENTINA: Alfredo Mac Laughlin Exits Post
--------------------------------------------------------
Telefonica de Argentina S.A. announced in a letter sent to the
Buenos Aires Stock Exchange on December 21, 2005 that Mr.
Alfredo Mac Laughlin has submitted his resignation as incumbent
director. Telefonica de Argentina lawyer Pablo Llauro wrote:

I take this opportunity to write to you on behalf of Telefonica
de Argentina S.A., domiciled at Avenida Ingeniero Huergo 723,
ground floor, in compliance with the terms of section 23 of the
Listing Regulation, in order to inform you that Mr. Alfredo Mac
Laughlin has submitted his resignation to his position as
incumbent director and, therefore, from the Audit Committee of
Telefonica de Argentina S.A. Such resignation is grounded on the
appointment of the aforesaid director as officer of the Economy
Ministry at the National Executive Branch.

The Company's Board will discuss such resignation in the next
meeting.

CONTACT: Telefonica de Argentina S.A.
         Avenida Ingeniero Huergo 723
         Buenos Aires, Argentina
         Phone: 5411 4332-2066
         Web site: http://www.telefonica.com.ar


VILLAGE CINEMAS: May Sell Recoleta Complex to Settle Debt
---------------------------------------------------------
Theater chain Village Cinemas is considering selling some of its
facilities in Argentina, such as the complex located in Recoleta
(Buenos Aires), in order to pay its US$42 million bond debt.

The debt is part of a US$90-million bond issue launched in 1998.
Village has already paid US$48 million and managed to extend the
term for the remaining US$42 million, which was due to expire in
mid 2005, until October 17, 2007. It will be cancelled in one
payment and an 11% annual interest rate will be charged.

Village registers some ARS50 million (US$16.50 million) in
revenues a year in Argentina. However, its operating profits do
not reach US$1 million a year, making it impossible for the
Company to pay the US$42 million it owes in two years.

Given the circumstances, Village executives are evaluating how
to raise the needed funds. Two alternatives are being
considered: the incorporation of a new partner that will inject
capital, or the sale of assets.

Southern Screens and Blue Ridge paid US$2 million when they
acquired 100% ownership in Village Cinemas and borrowed another
US$2 million from the Bank of America. So it seems unlikely that
somebody will agree to cancel the US$42 million debt in exchange
for the Company.

That is why the sale alternative is being seriously taken into
account. The company has movie theaters in Recoleta, Caballito,
Pilar, Avellaneda (Buenos Aires), Rosario (Santa Fe), Mendoza
and Neuquen. It only owns the facilities in Recoleta, Pilar,
Avellaneda and Rosario, while the rest is rented.

The Recoleta complex, in which over US$55 million were invested,
has a very high commercial value. Village executives are
thinking of a "lease & sale back" deal, which means the building
would be sold and the buyer would commit to keep renting it to
the seller during a certain agreed period. This would allow the
Company to pay off the debt.


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

* BOLIVIA: IMF to Extend 100% Debt Relief
-----------------------------------------
The International Monetary Fund (IMF) will extend a 100 percent
debt relief to Bolivia.

Mr. Simon Cueva, the Resident Representative of the IMF in
Bolivia, issued the following statement on December 22 in La
Paz:

"Under the Multilateral Debt Relief Initiative, the IMF
Executive Board has approved debt relief for Bolivia. As part of
the Initiative, the IMF will provide 100 percent debt relief on
all debt incurred by Bolivia to the IMF before January 1, 2005
that remains outstanding. This amounts to approximately US$231
million, or US$222 million excluding remaining assistance under
the Heavily Indebted Poor Country Initiative (HIPC). This debt
relief should become available in early January as soon as the
remaining consents of the contributors to the PRGF Trust Subsidy
Account have been received. The international community has made
these additional resources available to help Bolivia make
progress toward its Millennium Development Goals (MDGs).

"Bolivia has qualified for IMF debt relief because of its
overall satisfactory recent macroeconomic performance, favorable
trends in poverty reduction, and sound initiatives to improve
public expenditure management. In recent years, Bolivia has
enjoyed economic expansion with low rates of inflation, the
government has made progress in implementing its poverty
reduction strategy, and it has moved forward to address
weaknesses in public expenditure management, including efforts
to improve the tracking of poverty-related spending. Performance
in these areas provides assurance that resources made available
under the Multilateral Debt Relief Initiative will be used
effectively.

"The IMF looks forward to working with Bolivia to help it
develop a strong and stable economy and to make sustained
progress toward the MDGs," he said.

CONTACT:  International Monetary Fund - IMF
          External Relations Department
          Public Affairs
          Phone: 202-623-7300
          Fax: 202-623-6278

          Media Relations
          Phone: 202-623-7100
          Fax: 202-623-6772



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

ELETROPAULO METROPOLITANA: Kicks Off $107M Debenture Sale
---------------------------------------------------------
Electric power utility Eletropaulo Metropolitana Eletricidade de
Sao Paulo SA began selling Friday BRL250 million (US$107
million) in non-convertible debentures following approval from
the Brazilian Securities Exchange, or CVM.

According to Dow Jones Newswires, the debentures will mature in
December 2013, and pay an annual interest rate of 2.5% over the
local interbank rate, called DI.

The issue is being coordinated by Banco Votorantim SA.

Eletropaulo, which is controlled by a joint venture of
Arlington, Va.-based AES Corp. (AES) and Brazil's National
Development Bank, is the largest electricity distributor in
Latin America in terms of revenues.

The Company has a 30-year exclusive concession (beginning in
1998) to distribute electricity to a service territory that
includes 5.3 million customers in 24 municipalities in the
greater Sao Paulo metropolitan area.

CONTACT: Eletropaulo Metropolitana Eletricidade de Sao Paulo
         Investor Relations Manager
         Ms. Clarice Silva Assis
         E-mail: clarice.assis@aes.com
         Phone:(55 11) 2195-2229
         Fax:(55 11) 2195-2503


SADIA: Board OKs Payment of Interest on Equity
----------------------------------------------
Sadia S.A. announced to its shareholders that, on December 22,
2004, the Board authorized the payment of interest on equity
related to 2005 earnings, being BRL0.17452 per common share and
per preferred. The interest on equity will be calculated
according to the minimum dividend required by Brazilian
securities law, to be approved at the next general shareholders'
meeting. The corresponding credit will be posted in the
Company's accounting records on December 31, 2005 in the
shareholders' names. Payment will be made on February 16, 2006,
based on the record date at December 29, 2005, and retaining 15%
(fifteen per cent) income withholding tax, pursuant to Paragraph
2 of Article 9 of Law No. 9.249/95, except for those
shareholders that are legally recognized as tax-exempt
investors. Shares shall be traded on the Sao Paulo, New York and
Madrid Stock Exchanges, without the right to such interest on
equity, as of January 02, 2006, including that date.

Shareholders possessing bank accounts will have the amount
automatically credited on the above mentioned payment date. All
other investors will receive a "Dividend Credit Notice" by mail,
at those addresses on file with Banco Bradesco.

Tax-exempt investors which are not subject to income withholding
tax must comply with applicable law by submitting the required
documents by January 20, 2006 to the following address: Banco
Bradesco, Departamento de Acoes e Custodia, Predio Amarelo - 2
andar - Cidade de Deus, Osasco - SP - Brazil CEP 060029-900.


VARIG: Posts 11-Month Loss of BRL1.06 Bln
-----------------------------------------
Cash-strapped Brazilian airline Viacao Aerea Riograndense SA
(Varig) saw its net loss sharply widen in the first 11 months of
2005 to BRL1.06 billion (US$457 million) from a net loss of
BRL348 million in the same period a year ago, reports Dow Jones
Newswires.

Net revenue in the first 11 months of 2005 declined to BRL5.11
billion from BRL6.15 billion in the same year-ago period. Varig
has seen a continued drop in its market share after losing the
No. 2 position in the domestic market to Gol Linhas Aereas SA
(GOL).

Varig needs to report financial results on a monthly basis as
part of the court-managed financial restructuring process, which
began on June 17. The company has approximately BRL7.7 billion
in debt.



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


BPA-SIGMA: Final Meeting of Shareholders to be Held Jan. 13
-----------------------------------------------------------
                   BPA-SIGMA GP I LDC
                    (The "Company")
              (In Voluntary Liquidation)
             The Companies Law (As Amended)

Pursuant to Section 145 of the Companies Law (as amended), the
final meeting of the shareholders of the Company will be held at
the registered office of the Company on 13th January 2006 at
10:30 am.

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 final winding up on 13th January 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 a creditor.

CONTACT:  JOHN CULLINANE and DERRIE BOGGESS
          Joint Voluntary Liquidators
          c/o Walkers SPV Limited
          Walker House, P.O. Box 908
          George Town, Grand Cayman


CASA PREFERRED: To Lay Winding Up Account Before Jan. 13 Meeting
----------------------------------------------------------------
                  CASA PREFERRED INVESTORS
                      (The "Company")
                (In Voluntary Liquidation)
               The Companies Law (As Amended)

Pursuant to Section 145 of the Companies Law (as amended), the
final meeting of the shareholders of the Company will be held at
the registered office of the Company on 13th January 2006 at
12:30 pm.

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 final winding up on 13th January 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 a creditor.

CONTACT:  JOHN CULLINANE and DERRIE BOGGESS
          Joint Voluntary Liquidators
          The address of the Liquidator is:
          c/o Walkers SPV Limited
          Walker House, P.O. Box 908
          George Town, Grand Cayman


CASSIM LTD: To Present to Members Winding Up Account Jan. 16
-------------------------------------------------------------
                         CASSIM LTD.
                 (In Voluntary Liquidation)
                      ("The Company")
              The Companies Law (2004 Revision)
                         Section 145

NOTICE IS HEREBY GIVEN pursuant to Section 145 of the Companies
Law (2004 Revision) that the final meeting of the abovenamed
Company will be held at Citco Trustees (Cayman) Limited,
Windward One, Regatta Office Park, West Bay Road, Grand Cayman,
Cayman Islands, on the 16th January 2006, for the purpose of
presenting to the members an account of the winding up of the
Company and giving an explanation thereof.

CONTACT:  CDL COMPANY LTD.
          Voluntary Liquidator
          P.O. Box 31106SMB, Grand Cayman


DEVRAJ HOLDING: To Hold Final Meeting Jan. 16
---------------------------------------------
                  DEVRAJ HOLDING CO. LTD.
                (In Voluntary Liquidation)
                       ("The Company")
              The Companies Law (2004 Revision)
                        Section 145

NOTICE IS HEREBY GIVEN pursuant to Section 145 of the Companies
Law (2004 Revision) that the final meeting of the above-named
Company will be held at Citco Trustees (Cayman) Limited,
Windward One, Regatta Office Park, West Bay Road, Grand Cayman,
Cayman Islands, on the 16th January 2006, for the purpose of
presenting to the members an account of the winding up of the
Company and giving an explanation thereof.

CONTACT:  CDL COMPANY LTD.
          Voluntary Liquidator
          P.O. Box 31106SMB, Grand Cayman


INSINGER HOLDINGS: Shareholders to Hear Wind Up Accounts Feb. 28
----------------------------------------------------------------
                      Insinger Holdings
                 (In Voluntary Liquidation)

NOTICE is hereby given pursuant to section 145 of the Companies
Law (2004 Revision) that the final meeting of shareholders of
the Company will be held at the offices of Woodward Terry &
Company, 2nd Floor, Jack & Jill Building. P.O. Box 822GT, Grand
Cayman, Cayman Islands, on February 28, 2006 at 10:00 a.m., to
consider the following matters:

1. The Liquidator's account showing the manner in which the
winding up of the company has been conducted and the property of
the Company disposed of;

2. The hearing of any explanation that may be given by the
liquidator in respect of the winding up of the Company; and

3. The manner in which the books, accounts and documentation of
the Company and of the liquidator should be maintained and
subsequently disposed of.

CONTACT:  Woodward L. Terry, Voluntary Liquidator
          c/o Woodward Terry & Company
          2nd Floor Jack & Jill Building
          19 Fort Street
          c/o P.O. Box 822GT, Grand Cayman
          Cayman Islands
          Telephone: 345-945-2800
          Facsimile: 345-945-2727


ORIENT FUNDING: To Detail Liquidation Accounts Jan. 12
------------------------------------------------------
                    Orient Funding Co., Ltd
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

Pursuant to Section 145 of the Companies Law (2004 Revision),
the final meeting of the shareholder of the Company will be held
at the offices of HSBC Financial Services (Cayman) Limited, P.O.
Box 1109, George Town, Grand Cayman, Cayman Islands, on January
12, 2006 at 10:00 a.m.

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:  Ms. Kareen Watler and Ms. Sylvia Lewis
          Joint Voluntary Liquidators
          P.O. Box 1109GT, Grand Cayman
          Cayman Islands
          Telephone: 949-7755
          Facsimile: 949-7634


RGA SIGMA: To Show Manner of Liquidation Jan. 11
------------------------------------------------
                   RGA Sigma Reinsurance SPC
                   (In Voluntary Liquidation)
                The Companies Law (2004 Revision)

TAKE NOTICE THAT pursuant to Section 145 of the Companies Law
(2004 Revision) that the final meeting of the shareholders of
RGA Sigma Reinsurance SPC will be held at the offices of Global
Captive Management Ltd., Genesis Building, P.O. Box 1363GT,
Genesis Building, George Town, Grand Cayman, Cayman Islands, on
January 11, 2006 at 9:30 a.m., for the purpose of having an
account laid before them and to receive the report of the
liquidator showing how the winding-up of the Company has been
conducted and its property disposed of, and for hearing any
explanation that may be given by the liquidator.

Any member entitled to attend and vote is permitted to appoint a
proxy to attend and vote instead of him and such proxy need to
be a member.

CONTACT:  Global Captive Management Ltd., Voluntary Liquidator
          Peter Mackay
          Genesis Building, P.O. Box 1363GT
          Grand Cayman, Cayman Islands
          Telephone: (345) 949 7966


ST INVESTMENT: To Present Account on Liquidation Jan. 13
--------------------------------------------------------
             ST Investment One Funding Corporation
                  (In Voluntary Liquidation)
                The Companies Law (As Amended)

Pursuant to Section 145 of the Companies Law (as amended), the
final meeting of the Shareholders of the Company will be held at
the registered office of the Company on January 13, 2006 at
11:30 a.m.

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 final winding up on January 13, 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 a creditor.

CONTACT:  John Cullinane and Derrie Boggess
          Joint Voluntary Liquidators
          c/o Walkers SPV Limited
          Walker House, P.O. Box 908
          George Town, Grand Cayman



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

PETROECUADOR: Suspends Contract Renegotiations with Occidental
--------------------------------------------------------------
State oil firm Petroecuador has decided to temporarily halt the
renegotiation of its contract with US company Occidental
Petroleum Corporation (Oxy), EFE reports.

The Company's decision follows a suit filed by the Ecuadorian
attorney general's office against Oxy for violating the contract
with Petroecuador.

According to Ecuadorian authorities, Oxy transferred 40% of its
shares in Block 15 of the Amazon oil-drilling zone to Canada's
Encana without first consulting the Energy Ministry, as
specified in the contract. The authorities threaten to declare
Oxy's contract with Petroecuador null and void.

Unless Oxy answers to the allegations and present evidence in
its defense on or before January 14, Petroecuador will not
continue the renegotiation talks.

Petroecuador's workers union representative Vidal Estacio said
renegotiations had relied on figures on the number of shares
owned by the state and oil company, spelled out in the contract
signed a decade ago.

Estacio informed that the Oxy contract was signed when the price
of Ecuadorian crude was $15 a barrel, but is has now tripled.

The suit against Oxy has had an effect on the talks Ecuador,
Colombia and Peru have been conducting with the US since mid-
2004 around a free trade agreement.

According to financial analysts, the US could demand Ecuador
solve its oil company's problems before proceeding with the
agreement.



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

* HONDURAS: IMF to Extend 100% Debt Relief
------------------------------------------
Mr. Hunter Monroe, the Resident Representative of the
International Monetary Fund in Honduras, issued the following
statement on December 22 in Tegucigalpa:

"Under the Multilateral Debt Relief Initiative, the IMF
Executive Board has approved debt relief for Honduras (see Press
Release No 05/286). As part of the Initiative, the IMF will
provide 100 percent debt relief on all debt incurred by Honduras
to the IMF before January 1, 2005 that remains outstanding. This
amounts to approximately US$154 million, or US$141 million
excluding remaining assistance under the Heavily Indebted Poor
Countries (HIPC) Initiative. This debt relief should become
available in early January as soon as the remaining consents of
the contributors to the PRGF Trust Subsidy Account have been
received. The international community has made these additional
resources available to help Honduras make progress toward its
Millennium Development Goals (MDGs).

"Honduras has qualified for IMF debt relief because of its
overall satisfactory recent macroeconomic performance, progress
in poverty reduction, and improvements in public expenditure
management. The Honduran authorities' implementation of sound
macroeconomic policies and progress with structural reforms
under their Fund-supported program have produced positive
results. In 2005 economic growth has remained robust, while
inflation will fall despite higher fuel prices. The external
sector has strengthened significantly on account of substantial
family remittances and higher exports. Prospects are good for
continued economic growth and a further decline in inflation in
2006. In addition, the government has established a sound record
of implementing the Poverty Reduction Strategy, and it has
improved public expenditure management systems. Performance in
these areas provides assurance that resources made available
under the Multilateral Debt Relief Initiative will be used
effectively."

"The IMF looks forward to working with Honduras to help it
develop a strong and stable economy and to make sustained
progress toward the MDGs," he said.

CONTACT:  IMF EXTERNAL RELATIONS DEPARTMENT
          Public Affairs: 202-623-7300 - Fax: 202-623-6278
          Media Relations: 202-623-7100 - Fax: 202-623-6772



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

AIR JAMAICA: To Restart St. Lucia Flights Feb 2006
--------------------------------------------------
Air Jamaica planes will be flying to St. Lucia again after
months of discontinued flights to the island, the Associated
Press reports.

Last week, the Company revealed a plan to service the island
again and this time, the Company will be offering nonstop
flights to and fro New York three times a week.

The airline, which earlier resumed flights to the other two
islands - Barbados and Grenada - will start flights to St. Lucia
on February 23, 2006.

Air Jamaica started flying to St. Lucia, an island in the
southeast Caribbean Sea, in 1997. In March this year, the
financially beleaguered airline had to suspend flights to the
island, along with Barbados and Grenada, in an attempt to
recover from losses caused by higher fuel costs and a drop in
passengers after the September 11 terrorism.

Air Jamaica officials also blamed the decision then on a lack of
planes to service all its routes, brought about by the Federal
Aviation Agency's grounding of most of the Company's planes and,
as the Company restructured, cutting staff and changing back
from a private entity to a government-controlled corporation
again.

The airline was severely criticized for its sudden decision to
drop the St. Lucia route.


KAISER ALUMINUM: Extends George Haymaker's Term
-----------------------------------------------
On December 19, 2005, Kaiser Aluminum Corporation (the Company),
its wholly owned subsidiary, Kaiser Aluminum & Chemical
Corporation (KACC), and George T. Haymaker, Jr. completed an
extension of Mr. Haymaker's agreement concerning his service as
a director and non-executive Chairman of the Boards of the
Company and KACC. The financial terms of the extension are the
same as those under his prior contract and are disclosed in the
Company's Annual Report on Form 1 0-K for the year ended
December 31. 2004. The extension runs from January 1, 2006
through the earlier of March 31, 2006 or the effective date of
the Company's and KACC's emergence from Chapter 11.

On December 20, 2005, the United States Bankruptcy Court for the
District of Delaware (the Bankruptcy Court) overseeing the
Company's Chapter 11 case confirmed the previously filed plans
that would liquidate four commodity subsidiaries (subject to
certain modifications). Pursuant to the Bankruptcy Court's
order, the four liquidating commodity subsidiaries are
authorized to make partial cash 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 are able to 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).

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 sale of interests by the
Liquidating Subsidiaries (the Senior Note-Subordinated Note
Dispute). However, as a result of the Bankruptcy Court's
approval, all restricted cash or other assets held on behalf of
or the Liquidating Subsidiaries will be transferred to a trustee
in accordance with the terms of the Liquidating Plans. The
trustee will then be authorized to make partial cash
distributions after setting aside sufficient reserves for
amounts subject to the Senior Note-Subordinate Note Dispute
(approximately $213.0 million) and for the payment of
administrative and priority claims and trust expenses
(approximately $40.0 million). After such reserves, the partial
distribution is expected to total approximately $430.0 million
of which, pursuant to the Liquidating Plans, approximately
$196.0 million will be paid to the Pension Benefit Guaranty
Corporation (PBGC) and $202.0 million amount will be paid to the
indenture trustees for the Company's Senior Notes for subsequent
distribution to the holders of the Senior Notes. Of the
remaining partial distribution approximately $21.0 million will
be paid to KACC, the Company's principal operating subsidiary,
and $11.0 million will be paid to the PBGC on behalf of KACC.
All distributions, including future distributions, under the
Liquidating Plans will be made to 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 Bankruptcy 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 the Intercompany Agreement with 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.
A copy of the press release announcing the Bankruptcy Court's
decision is attached hereto as Exhibit 99.1 and is incorporated
herein by reference. Copies of the modifications to the

Bankruptcy Court Ruling on Senior Note - Subordinated Note
Dispute

On December 22, 2005, the Bankruptcy Court issued its written
decision on the Senior Note - Subordinated Note Dispute, ruling
that the claims of holders of Senior Subordinated Notes against
the Liquidating Subsidiaries are contractually subordinated to
the claims of holders of the Senior Notes against the
Liquidating Subsidiaries. There is no dispute as to the relative
priority of the claims of the Senior Notes and the Senior
Subordinated Notes against KACC, because holders of the Senior
Subordinated Notes have acknowledged that their claims against
KACC are contractually subordinated. As a result of the
Bankruptcy Court's ruling, which is subject to appeal, holders
of the Senior Subordinated Notes will receive no distributions
under the Liquidating Plans. While the ruling is consistent with
the Company's belief as expressed in the September Form 10-Q and
prior filings, the Company believes that the holders of the
Senior Subordinated Notes are likely to appeal the Bankruptcy
Court's ruling and seek a stay of the ruling pending their
appeal. No assurances can be provided on the ultimate outcome of
either of these matters. Pursuant to the Bankruptcy Court's
December 20, 2005 order confirming the Liquidating Plans, the
decision on the Senior Note-Subordinated Note Dispute is stayed
for 10 days, or, if a motion to stay the decision pending appeal
is filed, until the conclusion of argument on the stay motion,
which is scheduled for January 10, 2006. Also, based on the
confirmation order in respect of the Liquidating Plans, reserves
of approximately $213.0 million will be maintained by the
trustee until the decision on the Senior Note-Subordinated Note
Dispute becomes effective, which will occur upon the expiration
of any stay irrespective of whether an appeal is pending.

Additional Conditional Settlements with Insurers

As previously disclosed in a Current Report on Form 8-K dated
November 29, 2005, the Company has entered into certain
conditional settlement agreements with insurers under which the
insurers agreed (in aggregate) to pay approximately $362.0
million in respect of substantially all coverage under certain
policies having a combined face value of approximately $443.0
million. As disclosed in that Form 8-K, Bankruptcy Court
approval had been obtained in respect of conditional agreements
pursuant to which the insurers agreed (in aggregate) to pay
approximately $208.0 million in respect of substantially all
coverage under policies having a combined face value of
approximately $257.0 million. The Company received Bankruptcy
Court approval for the additional conditional settlements in
December 2005.

The Company has also disclosed that additional conditional
insurance settlements were possible. During December 2005, the
Company entered into additional conditional insurance settlement
agreements with an insurer under which the insurer agreed to pay
approximately $13.0 million in respect of substantially all
coverage under certain policies having a combined face value of
approximately $16.0 million. The conditional terms and
structures of these additional agreements were substantially the
same as the disclosed terms of the earlier agreements except
that certain of the settlement payments would be made to the
applicable personal injury trust over time rather than in a lump
sum (for example, assuming, among other things, an emergence in
early to mid 2006, annual payments of approximately $2.1 million
would be from 2006 through 2011). The additional conditional
insurance settlement is subject to Bankruptcy Court approval
and, similar to the previous agreements, is null and void if the
Company does not emerge from Chapter 11 pursuant to the terms of
the Plan. The Company continues to believe that ultimate
collection of the approximately $965.0 million of personal
injury-related insurance receivables in total is probable, even
if the conditional insurance settlements are approved by the
Bankruptcy Court and become effective. However, no assurances
can be provided that Bankruptcy Court approval will be obtained
or that the Plan will become effective.

Negotiations with other insurers continue.

MODIFICATION TO THE THIRD AMENDED JOINT PLAN OF LIQUIDATION
FOR ALPART JAMAICA INC. AND KAISER JAMAICA CORPORATION

Subject to approval by the Bankruptcy Court and pursuant to this
Modification to the Third Amended Joint Plan of Liquidation for
Alpart Jamaica Inc. and Kaiser Jamaica Corporation, the Debtors
effect the following changes to the Third Amended Joint Plan of
Liquidation for Alpart Jamaica Inc. and Kaiser Jamaica
Corporation (the Plan):

Modifications to the Plan

Section 8.2(b) of the Plan is hereby amended in its entirety to
read as follows:

"The rights, powers and privileges of the Distribution Trustee
(to act on behalf of the Distribution Trust) will be specified
in the Distribution Trust Agreement and will include, among
others, the authority and responsibility to: (i) accept,
preserve, receive, collect, manage, invest, supervise and
protect the Distribution Trust Assets (directly or through one
or more third-party Disbursing Agents), each in accordance with
the Plan and the Distribution Trust Agreement; (ii) liquidate,
transfer or otherwise dispose of the Distribution Trust Assets
or any part thereof or any interest therein upon such terms as
the Distribution Trustee determines to be necessary, appropriate
or desirable, pursuant to the procedures for allowing Claims and
making distributions prescribed in the Plan, and otherwise
consistent with the terms of the Plan; (iii) calculate and make
distributions of the Distribution Trust Assets to holders of
Allowed Claims pursuant to the procedures for allowing Claims
and making distributions prescribed in the Plan; (iv) review,
reconcile, settle or object to Claims not allowed prior to the
Effective Date and resolve any such objections as set forth in
the Plan and the Distribution Trust Agreement; (v) comply with
the Plan and exercise its rights and fulfill its obligations
thereunder; (vi) investigate and pursue causes of action as
contemplated by the Distribution Trust Agreement, and raise
defenses in connection with any actions or claims adverse to the
Distribution Trust as the Distribution Trustee determines, in
its reasonable discretion, to be necessary, appropriate or
desirable; (vii) retain and compensate, without further order of
the Bankruptcy Court, the services of professionals or other
persons or entities to represent, advise and assist the
Distribution Trustee in the fulfillment of its responsibilities
in connection with the Plan and the Distribution Trust Agreement
all as it determines, in its reasonable discretion, to be
necessary, appropriate or desirable; (viii) take such actions as
are necessary, appropriate or desirable, to close the Chapter 11
Cases; (ix) file appropriate Tax returns on behalf of the
Distribution Trust and Debtors and pay Taxes or other
obligations owed by the Distribution Trust; (x) exercise the
rights, and fulfill the obligations of KAAC under the QAL
Purchase Agreement, including with respect to any claim for
indemnification; (xi) take such actions as are necessary,
appropriate or desirable to terminate the existence of the
Debtors under the laws of Australia or any political subdivision
thereof; (xii) take such actions as are necessary, appropriate
or desirable with respect to the Retained Portion of the KFC
Claim; and (xiii) terminate the Distribution Trust in accordance
with the terms of the Plan and the Distribution Trust
Agreement."

The last sentence of Section 8.8(b) of the Plan is hereby
amended to read as follows:

"The Distribution Trust Agreement also will limit the investment
powers of the Distribution Trustee in accordance with IRS Rev.
Proc. 94-45 and will require the Distribution Trust to
distribute at least annually to the Beneficiaries (as such may
have been determined at such time) its net income (net of any
payment of or provision for Taxes), except for amounts retained
as reasonably necessary to maintain the value of the
Distribution Trust Assets, to pay Distribution Trust Expenses or
to meet claims and contingent liabilities (including Disputed
Claims)."

The third sentence of Section 8.11(a) of the Plan is hereby
amended to read as follows:

"For purposes of this Section 8.11, any and all Taxes ultimately
determined to be due and owing from the Debtors to the
Government of Jamaica for any taxable period (including interest
and penalties, if any, determined and calculated under
applicable Jamaican law without regard to the provisions of
section 502(b)(2) of the Bankruptcy Code or any other provision
of U.S. federal, state or local law) will be treated as Allowed
Priority Tax Claims or Allowed Administrative Claims, as the
case may be, and will be paid in full in Cash in accordance with
the provisions of Section 9.4(a)."

SECOND MODIFICATION TO THE THIRD AMENDED JOINT PLAN OF
LIQUIDATION FOR ALPART JAMAICA INC. AND KAISER JAMAICA
CORPORATION

Subject to approval by the Bankruptcy Court and pursuant to this
Second Modification to the Third Amended Joint Plan of
Liquidation for Alpart Jamaica Inc. and Kaiser Jamaica
Corporation, the Debtors effect the following changes to the
Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc.
and Kaiser Jamaica Corporation (the Plan):
Modifications to the Plan

Section 1.1(79) of the Plan is hereby amended in its entirety to
read as follows:

"`PBGC Settlement Agreement' means the agreement among KACC and
the PBGC, dated as of October 14, 2004, as subsequently modified
by the Modification of Kaiser/PBGC Settlement approved by the
Bankruptcy Court pursuant to an order entered on October 26,
2005."

Section 2.4(c)(i)(B) of the Plan is hereby amended in its
entirety to read as follows:

"Plan Rejected by Subclass 3A or Subclass 3B. As a result of the
failure of Subclass 3B to accept the Plan in accordance with
section 1126(c) of the Bankruptcy Code, the obligations of
holders of Senior Subordinated Note Claims relating to the
contractual subordination provisions of the Senior Subordinated
Note Indenture and the claims of holders of Senior Note Claims
relating to the contractual subordination provisions of the
Senior Subordinated Note Indenture, as such obligations and
claims relate to AJI and KJC, will be preserved under the Plan
to the extent enforceable under section 510(a) of the Bankruptcy
Code, and the holders of Senior Note Claims are not entitled to
receive the distribution described in Section 2.4(c)(i)(A). On
the Effective Date, each holder of an Allowed Senior Note Claim
will be entitled to receive Cash from the Unsecured Claims Trust
Account equal to its Pro Rata Share of the amount equal to (i)
48.5% of the Public Note Percentage of the Cash deposited into
the Unsecured Claims Trust Account on the Effective Date plus
(ii) the amount determined pursuant to clause (b) of Section
1.1(90) less (iii) all amounts payable pursuant to Section
2.6(a). Pending entry of an order of the Bankruptcy Court
pursuant to which the Bankruptcy Court will determine the
respective entitlement of the holders of Allowed 9-7/8% Senior
Note Claims, Allowed 10-7/8% Senior Note Claims and Allowed
Senior Subordinated Note Claims, the Distribution Trustee will
retain in the Unsecured Claims Trust Account an amount equal to
51.5% of the Public Note Percentage of Cash deposited into the
Unsecured Claims Trust Account on the Effective Date, and any
subsequent distributions to holders of Allowed Senior Note
Claims will be made in accordance with such order of the
Bankruptcy Court and giving effect to the payments made pursuant
to the preceding sentence and after first providing for the
payments, if any, to be made pursuant to Section 2.5(a) and
2.6(b)."

Section 2.4(c)(ii)(B) of the Plan is hereby amended in its
entirety to read as follows:

"Plan Rejected by Subclass 3A or Subclass 3B. As a result of the
failure of Subclass 3B to accept the Plan in accordance with
section 1126(c) of the Bankruptcy Code, the obligations of
holders of Senior Subordinated Note Claims relating to the
contractual subordination provisions of the Senior Subordinated
Note Indenture and the claims of holders of Senior Note Claims
relating to the contractual subordination provisions of the
Senior Subordinated Note Indenture, as such obligations and
claims relate to AJI and KJC, will be preserved under the Plan
to the extent enforceable under section 510(a) of the Bankruptcy
Code, and the holders of Senior Subordinated Note Claims are not
entitled to receive the distribution described in Section
2.4(c)(ii)(A). Pending entry of an order of the Bankruptcy Court
pursuant to which the Bankruptcy Court will determine the
respective entitlement of the holders of Allowed 9-7/8% Senior
Note Claims, Allowed 10-7/8% Senior Note Claims and Allowed
Senior Subordinated Note Claims, the Distribution Trustee will
retain in the Unsecured Claims Trust Account an amount equal to
51.5% of the Public Note Percentage of Cash deposited into the
Unsecured Claims Trust Account, and any subsequent distributions
to holders of Allowed Senior Subordinated Note Claims will be
made in accordance with such order of the Bankruptcy Court. Any
distributions ultimately made to a holder of an Allowed Senior
Subordinated Note Claim in accordance with this Section
2.4(c)(ii)(B) may be reduced by such holder's proportional share
of any and all fees and expenses payable to the Senior
Subordinated Note Indenture Trustee pursuant to the Senior
Subordinated Note Indenture, which will, subject to such
Trustee's right to seek payment by the Debtors of such fees and
expenses pursuant to section 503(b)(5) of the Bankruptcy Code,
be payable solely from such distributions."

The first sentence of Section 2.5(a) of the Plan is hereby
amended to read as follows:

"In accordance with Section 2.4(c)(i)(B), an amount equal to the
Settlement Percentage of the Cash in the Unsecured Claims Trust
Account that would otherwise have been distributed in respect of
the Senior Subordinated Note Claims but which, after giving
effect to the contractual subordination provisions of the Senior
Subordinated Note Indenture and pursuant to Sections 2.4(c)(i)
and 2.4(c)(ii) but prior to giving effect to any payments under
this Section 2.5, is to be distributed to holders of Senior Note
Claims will, in full and complete satisfaction of the claims of
holders of 7-3/4% SWD Revenue Bonds asserted in the 7-3/4% SWD
Revenue Bond Dispute in respect of the Debtors, be paid to the
7-3/4% SWD Revenue Bond Indenture Trustee for the benefit of
holders of 7-3/4% SWD Revenue Bonds."

Section 9.4(b)(ii) of the Plan is hereby amended in its entirety
to read as follows:

"Plan Rejected by Subclass 3A or Subclass 3B. As a result of the
failure of Subclass 3B to accept the Plan in accordance with
section 1126(c) of the Bankruptcy Code, distributions to the
holders of Allowed Claims in Subclass 3A will be made in
accordance with Section 2.4(c)(i)(B)."

The first sentence of Section 9.4(c)(ii) of the Plan is hereby
amended to read as follows:

"As a result of the failure of Subclass 3B to accept the Plan in
accordance with section 1126(c) of the Bankruptcy Code,
distributions, if any, to the holders of Allowed Claims in
Subclass 3B will be made in accordance with Section
2.4(c)(ii)(B)."

Section 9.4(e)(i) of the Plan is hereby amended in its entirety
to read as follows:

"Plan Accepted by Subclass 3A. In accordance with Section
2.4(c)(i)(B), on or as promptly as practicable on or after the
Effective Date, the Disbursing Agent will make the payment, if
any, to the 7-3/4% SWD Revenue Bond Indenture Trustee for the
benefit of holders of 7-3/4% SWD Revenue Bonds pursuant to
Section 2.5(a) and pay any amounts payable pursuant to Section
2.6(b)."

THIRD MODIFICATION TO THE THIRD AMENDED JOINT PLAN OF
LIQUIDATION FOR ALPART JAMAICA INC. AND KAISER JAMAICA
CORPORATION

Subject to approval by the Bankruptcy Court and pursuant to this
Third Modification to the Third Amended Joint Plan of
Liquidation for Alpart Jamaica Inc. and Kaiser Jamaica
Corporation, the Debtors effect the following changes to the
Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc.
and Kaiser Jamaica Corporation (as previously modified, the
Plan):
Modifications to the Plan

Section 1.1(37) of the Plan is hereby amended in its entirety to
read as follows:

"'Contractual Subordination Disputes' means any or all of the
disputes that are the subject of the following matters pending
in the Kaiser Cases: (i) the 7-3/4% SWD Revenue Bond Dispute;
(ii) the motion filed on August 14, 2004, by the Senior
Subordinated Note Indenture Trustee to determine the
classification of the Senior Subordinated Note Claims under any
plan of reorganization filed by the Debtors or the Other Kaiser
Debtors that guaranteed the Senior Subordinated Notes (including
the Plan); (iii) the adversary proceeding filed August 16, 2004,
and styled U.S. Bank National Association v. Kaiser Aluminum &
Chemical Corporation , Adv. Pro. No. 04-55115 (JFK); (iv) the
determination by the Bankruptcy Court, pursuant to Section
2.4(c)(i)(B) hereof, of the respective entitlement of the
holders of Allowed 9-7/8% Senior Note Claims, Allowed 10-7/8%
Senior Note Claims and Allowed Senior Subordinated Note Claims
to the portion of the Public Note Percentage of Cash retained by
the Distribution Trustee in the Unsecured Claims Trust Account
pursuant to Sections 2.4(c)(i)(B) and 2.4(c)(ii)(B); (v) the
objections to confirmation of the Plan filed by Law Debenture
Trust Company of New York (Law Debenture) and by The Liverpool
Limited Partnership (Liverpool) and the briefs (both in support
of the Plan and in reply to the Law Debenture and Liverpool
objections) filed by the Debtors, the Creditors' Committee,
jointly by U.S. Bank National Association, as indenture trustee,
and certain holders of the Senior Note Claims, and jointly by
Bear Stearns & Company, Citadel Equity Fund Ltd, Citadel Credit
Trading Ltd. and J.P. Morgan Trust Company, National
Association, as indenture trustee, but, in the case of all the
foregoing pleadings, only to the extent such pleadings addressed
the relative priority of holders of Senior Note Claims and
holders of Senior Subordinated Note Claims, including the
indenture trustee fee issues raised by Law Debenture and the
separate issues raised by Liverpool; and (vi) any further
proceedings or appeals in respect of any of the foregoing."

Section 2.4(c)(i)(B) of the Plan is hereby amended in its
entirety to read as follows:

"Plan Rejected by Subclass 3A or Subclass 3B. As a result of the
failure of Subclass 3B to accept the Plan in accordance with
section 1126(c) of the Bankruptcy Code, the obligations of
holders of Senior Subordinated Note Claims relating to the
contractual subordination provisions of the Senior Subordinated
Note Indenture and the claims of holders of Senior Note Claims
relating to the contractual subordination provisions of the
Senior Subordinated Note Indenture, as such obligations and
claims relate to AJI and KJC, will be preserved under the Plan
to the extent enforceable under section 510(a) of the Bankruptcy
Code. On the Effective Date, each holder of an Allowed Senior
Note Claim will be entitled to receive Cash from the Unsecured
Claims Trust Account equal to its Pro Rata Share of the amount
equal to (i) 48.5% of the Public Note Percentage of the Cash
deposited into the Unsecured Claims Trust Account on the
Effective Date plus (ii) the amount determined pursuant to
clause (b) of Section 1.1(90) less (iii) all amounts payable
pursuant to Section 2.6(a). Pending entry of an order of the
Bankruptcy Court pursuant to which the Bankruptcy Court will
determine the respective entitlement of the holders of Allowed
9-7/8% Senior Note Claims, Allowed 10-7/8% Senior Note Claims
and Allowed Senior Subordinated Note Claims, the Distribution
Trustee will retain in the Unsecured Claims Trust Account an
amount equal to 51.5% of the Public Note Percentage of Cash
deposited into the Unsecured Claims Trust Account on the
Effective Date, and any subsequent distributions to holders of
Allowed Senior Note Claims will be made in accordance with such
order of the Bankruptcy Court and giving effect to the payments
made pursuant to the preceding sentence and after first
providing for the payments to be made pursuant to Section 2.5(a)
and 2.6."

The first sentence of Section 2.5(a) of the Plan is hereby
amended to read as follows:

"If, unless the holders of Senior Note Claims otherwise agree
pursuant to a settlement, all holders of Senior Note Claims are
entitled under the Plan to identical treatment in respect of
contractual subordination claims under the Senior Subordinated
Note Indenture, then, in accordance with Section 2.4(c)(i)(B),
an amount equal to the Settlement Percentage of the Cash in the
Unsecured Claims Trust Account that would otherwise have been
distributed in respect of the Senior Subordinated Note Claims
but which, after giving effect to the contractual subordination
provisions of the Senior Subordinated Note Indenture and
pursuant to Sections 2.4(c)(i) and 2.4(c)(ii) but prior to
giving effect to any payments under this Section 2.5, is to be
distributed to holders of Senior Note Claims will, in full and
complete satisfaction of the claims of holders of 7-3/4% SWD
Revenue Bonds asserted in the 7-3/4% SWD Revenue Bond Dispute in
respect of the Debtors, be paid to the 7-3/4% SWD Revenue Bond
Indenture Trustee for the benefit of holders of 7-3/4% SWD
Revenue Bonds."

Section 2.6(a) of the Plan is hereby amended and restated in its
entirety to read as follows:

"Senior Note Indenture Trustee and Ad Hoc Group Counsel Fees and
Expenses. The fees and expenses of (a) the 9-7/8% Senior Note
Indenture Trustee, (b) the 10-7/8% Senior Note Indenture
Trustee, and (c) counsel for the Ad Hoc Group through the date
on which the Bankruptcy Court's order determining, pursuant to
Section 2.4(c)(i)(B) hereof, the respective entitlement of the
holders of Allowed 9-7/8% Senior Note Claims, Allowed 10-7/8%
Senior Note Claims and Allowed Senior Subordinated Note Claims
to the portion of the Public Note Percentage of Cash retained by
the Distribution Trustee in the Unsecured Claims Trust Account
pursuant to Sections 2.4(c)(i)(B) and 2.4(c)(ii)(B) becomes a
Final Order will be paid out of the Public Note Distributable
Consideration otherwise payable to holders of Senior Note
Claims. No later than two Business Days prior to the Effective
Date, each of the entities to which reference is made in clauses
(a), (b) and (c) of the first sentence of this Section 2.6(a)
will furnish to the Creditors' Committee and the Debtors
information in respect of such fees and expenses incurred and
estimated to be incurred through the Effective Date, which will
be paid as contemplated pursuant to Section 2.4(c)(i)(B) and the
Distribution Trust Agreement. In addition, no later than two
Business Days prior to the Effective Date, the Ad Hoc Group will
furnish to the Creditors' Committee and the Debtors an estimate
of fees and expenses to be incurred from the Effective Date
through the entry of such Final Order, which will be paid as
contemplated by Section 2.4(c)(i)(B) and the Distribution Trust
Agreement."

Section 8.2(b) of the Plan is hereby amended in its entirety to
read as follows:

"The rights, powers and privileges of the Distribution Trustee
(to act on behalf of the Distribution Trust) will be specified
in the Distribution Trust Agreement and will include, among
others, the authority and responsibility to: (i) accept,
preserve, receive, collect, manage, invest, supervise and
protect the Distribution Trust Assets (directly or through one
or more third-party Disbursing Agents), each in accordance with
the Plan and the Distribution Trust Agreement; (ii) liquidate,
transfer or otherwise dispose of the Distribution Trust Assets
or any part thereof or any interest therein upon such terms as
the Distribution Trustee determines to be necessary, appropriate
or desirable, pursuant to the procedures for allowing Claims and
making distributions prescribed in the Plan, and otherwise
consistent with the terms of the Plan; (iii) calculate and make
distributions of the Distribution Trust Assets to holders of
Allowed Claims pursuant to the procedures for allowing Claims
and making distributions prescribed in the Plan; (iv) review,
reconcile, settle or object to Claims not allowed prior to the
Effective Date and resolve any such objections as set forth in
the Plan and the Distribution Trust Agreement; (v) comply with
the Plan and exercise its rights and fulfill its obligations
thereunder; (vi) investigate and pursue causes of action as
contemplated by the Distribution Trust Agreement, and raise
defenses in connection with any actions or claims adverse to the
Distribution Trust as the Distribution Trustee determines, in
its reasonable discretion, to be necessary, appropriate or
desirable; (vii) retain and compensate, without further order of
the Bankruptcy Court, the services of professionals or other
persons or entities to represent, advise and assist the
Distribution Trustee in the fulfillment of its responsibilities
in connection with the Plan and the Distribution Trust Agreement
all as it determines, in its reasonable discretion, to be
necessary, appropriate or desirable; (viii) take such actions as
are necessary, appropriate or desirable, to close the Chapter 11
Cases; (ix) file appropriate Tax returns on behalf of the
Distribution Trust and Debtors and pay Taxes or other
obligations owed by the Distribution Trust; (x) exercise the
rights, and fulfill the obligations, of the Debtors under the
Alpart Purchase Agreement; (xi) take such actions as are
necessary, appropriate or desirable to terminate the existence
of the Debtors under the laws of Jamaica; and (xii) terminate
the Distribution Trust in accordance with the terms of the Plan
and the Distribution Trust Agreement."

Section 9.4(e)(i) of the Plan is hereby amended in its entirety
to read as follows:

"Plan Accepted by Subclass 3A. If, unless the holders of Senior
Note Claims otherwise agree pursuant to a settlement, all
holders of Senior Note Claims are entitled under the Plan to
identical treatment in respect of contractual subordination
claims under the Senior Subordinated Note Indenture, then, in
accordance with Section 2.4(c)(i)(B), as promptly as practicable
after the Effective Date, the Disbursing Agent will make the
payment, if any, to the 7-3/4% SWD Revenue Bond Indenture
Trustee for the benefit of holders of 7-3/4% SWD Revenue Bonds
pursuant to Section 2.5(a) and pay any amounts payable pursuant
to Section 2.6(b)."

Section 11 of the Plan is hereby amended to delete the word
"and" at the end of subsection (l) and to add "; and" and a new
subsection (n) at the end of subsection (m) thereof as follows:

"(n) Decide or resolve the Contractual Subordination Disputes
including, without limitation, the respective entitlements of
the holders of Allowed 9-7/8% Senior Note Claims, Allowed 10-
7/8% Senior Note Claims, Allowed Senior Subordinated Notes
Claims, and the Senior Subordinated Note Indenture Trustee, to
the portion of the Public Note Percentages of Cash retained by
the Distribution Trustee in the Unsecured Claims Trust Account
pursuant to Sections 2.4(c)(i)(B) and 2.4(c)(ii)(B)."

To the extent not otherwise modified, provisions of the Plan
conditioned upon a voting outcome that did not occur shall be
deemed to be inoperative.

The Distribution Trust Agreement previously filed with the
Bankruptcy Court as Exhibit A to the Plan is hereby amended to
read as set forth on the attached Exhibit A. A version of the
Distribution Trust Agreement, blacklined to the version
previously filed with the Court on April 7, 2005, is also
attached hereto.

MODIFICATION TO THE THIRD AMENDED JOINT PLAN OF LIQUIDATION FOR
KAISER ALUMINA AUSTRALIA CORPORATION AND KAISER FINANCE
CORPORATION

Subject to approval by the Bankruptcy Court and pursuant to this
Modification to the Third Amended Joint Plan of Liquidation for
Kaiser Alumina Australia Corporation and Kaiser Finance
Corporation, the Debtors effect the following changes to the
Third Amended Joint Plan of Liquidation for Kaiser Alumina
Australia Corporation and Kaiser Finance Corporation (the Plan):

Modifications to the Plan

Section 8.2(b) of the Plan is hereby amended in its entirety to
read as follows:

"The rights, powers and privileges of the Distribution Trustee
(to act on behalf of the Distribution Trust) will be specified
in the Distribution Trust Agreement and will include, among
others, the authority and responsibility to: (i) accept,
preserve, receive, collect, manage, invest, supervise and
protect the Distribution Trust Assets (directly or through one
or more third-party Disbursing Agents), each in accordance with
the Plan and the Distribution Trust Agreement; (ii) liquidate,
transfer or otherwise dispose of the Distribution Trust Assets
or any part thereof or any interest therein upon such terms as
the Distribution Trustee determines to be necessary, appropriate
or desirable, pursuant to the procedures for allowing Claims and
making distributions prescribed in the Plan, and otherwise
consistent with the terms of the Plan; (iii) calculate and make
distributions of the Distribution Trust Assets to holders of
Allowed Claims pursuant to the procedures for allowing Claims
and making distributions prescribed in the Plan; (iv) review,
reconcile, settle or object to Claims not allowed prior to the
Effective Date and resolve any such objections as set forth in
the Plan and the Distribution Trust Agreement; (v) comply with
the Plan and exercise its rights and fulfill its obligations
thereunder; (vi) investigate and pursue causes of action as
contemplated by the Distribution Trust Agreement, and raise
defenses in connection with any actions or claims adverse to the
Distribution Trust as the Distribution Trustee determines, in
its reasonable discretion, to be necessary, appropriate or
desirable; (vii) retain and compensate, without further order of
the Bankruptcy Court, the services of professionals or other
persons or entities to represent, advise and assist the
Distribution Trustee in the fulfillment of its responsibilities
in connection with the Plan and the Distribution Trust Agreement
all as it determines, in its reasonable discretion, to be
necessary, appropriate or desirable; (viii) take such actions as
are necessary, appropriate or desirable, to close the Chapter 11
Cases; (ix) file appropriate Tax returns on behalf of the
Distribution Trust and Debtors and pay Taxes or other
obligations owed by the Distribution Trust; (x) exercise the
rights, and fulfill the obligations of KAAC under the QAL
Purchase Agreement, including with respect to any claim for
indemnification; (xi) take such actions as are necessary,
appropriate or desirable to terminate the existence of the
Debtors under the laws of Australia or any political subdivision
thereof; (xii) take such actions as are necessary, appropriate
or desirable with respect to the Retained Portion of the KFC
Claim; and (xiii) terminate the Distribution Trust in accordance
with the terms of the Plan and the Distribution Trust
Agreement."

The last sentence of Section 8.8(b) of the Plan is hereby
amended to read as follows:

"The Distribution Trust Agreement also will limit the investment
powers of the Distribution Trustee in accordance with IRS Rev.
Proc. 94-45 and will require the Distribution Trust to
distribute at least annually to the Beneficiaries (as such may
have been determined at such time) its net income (net of any
payment of or provision for Taxes), except for amounts retained
as reasonably necessary to maintain the value of the
Distribution Trust Assets, to pay Distribution Trust Expenses or
to meet claims and contingent liabilities (including Disputed
Claims)."

SECOND MODIFICATION TO THE THIRD AMENDED JOINT PLAN OF
LIQUIDATION FOR KAISER ALUMINA AUSTRALIA CORPORATION AND KAISER
FINANCE CORPORATION

Subject to approval by the Bankruptcy Court and pursuant to this
Second Modification to the Third Amended Joint Plan of
Liquidation for Kaiser Alumina Australia Corporation and Kaiser
Finance Corporation, the Debtors effect the following changes to
the Third Amended Joint Plan of Liquidation for Kaiser Alumina
Australia Corporation and Kaiser Finance Corporation (the Plan):

Modifications to the Plan

Section 1.1(78) of the Plan is hereby amended in its entirety to
read as follows:

"`PBGC Settlement Agreement' means the agreement among KACC and
the PBGC, dated as of October 14, 2004, as subsequently modified
by the Modification of Kaiser/PBGC Settlement approved by the
Bankruptcy Court pursuant to an order entered on October 26,
2005."

Section 2.2(e) of the Plan is hereby amended in its entirety to
read as follows:

"PBGC Administrative Claim. Pursuant to paragraph 10 of the PBGC
Settlement Agreement, the PBGC will have an Allowed
Administrative Claim against KAAC and KFC and, on the Effective
Date, if neither KACC nor any of the Other Kaiser Debtors has
paid to the PBGC its Allowed Administrative Claim under the PBGC
Settlement Agreement as required by Section 7.10 of the
Intercompany Claims Settlement, then the PBGC will receive, in
full satisfaction of such Allowed Administrative Claim, Cash
from the Priority Claims Trust Account in the amount of such
Allowed Administrative Claim less any portion of such amount
that has been previously paid to the PBGC by KACC or any of the
Other Kaiser Debtors."

Section 2.4(c)(i)(B) of the Plan is hereby amended in its
entirety to read as follows:

"Plan Rejected by Subclass 3A or Subclass 3B. As a result of the
failure of Subclass 3B to accept the Plan in accordance with
section 1126(c) of the Bankruptcy Code, the obligations of
holders of Senior Subordinated Note Claims relating to the
contractual subordination provisions of the Senior Subordinated
Note Indenture and the claims of holders of Senior Note Claims
relating to the contractual subordination provisions of the
Senior Subordinated Note Indenture, as such obligations and
claims relate to KAAC and KFC, will be preserved under the Plan
to the extent enforceable under section 510(a) of the Bankruptcy
Code, and the holders of Senior Note Claims are not entitled to
receive the distribution described in Section 2.4(c)(i)(A). On
the Effective Date, each holder of an Allowed Senior Note Claim
will be entitled to receive Cash from the Unsecured Claims Trust
Account equal to its Pro Rata Share of the amount equal to (i)
49.2% of the Public Note Percentage of the Cash deposited into
the Unsecured Claims Trust Account on the Effective Date less
(ii) all amounts payable pursuant to Section 2.6(a). Pending
entry of an order of the Bankruptcy Court pursuant to which the
Bankruptcy Court will determine the respective entitlement of
the holders of Allowed 9-7/8% Senior Note Claims, Allowed 10-
7/8% Senior Note Claims and Allowed Senior Subordinated Note
Claims, the Distribution Trustee will retain in the Unsecured
Claims Trust Account an amount equal to 50.8% of the Public Note
Percentage of Cash deposited into the Unsecured Claims Trust
Account on the Effective Date, and any subsequent distributions
to holders of Allowed Senior Note Claims will be made in
accordance with such order of the Bankruptcy Court and giving
effect to the payments made pursuant to the preceding sentence
and after first providing for the payments, if any, to be made
pursuant to Section 2.5(a) and 2.6(b)."

Section 2.4(c)(ii)(B) of the Plan is hereby amended in its
entirety to read as follows:

"Plan Rejected by Subclass 3A or Subclass 3B. As a result of the
failure of Subclass 3B to accept the Plan in accordance with
section 1126(c) of the Bankruptcy Code, the obligations of
holders of Senior Subordinated Note Claims relating to the
contractual subordination provisions of the Senior Subordinated
Note Indenture and the claims of holders of Senior Note Claims
relating to the contractual subordination provisions of the
Senior Subordinated Note Indenture, as such obligations and
claims relate to KAAC and KFC, will be preserved under the Plan
to the extent enforceable under section 510(a) of the Bankruptcy
Code, and the holders of Senior Subordinated Note Claims are not
entitled to receive the distribution described in Section
2.4(c)(ii)(A). Pending entry of an order of the Bankruptcy Court
pursuant to which the Bankruptcy Court will determine the
respective entitlement of the holders of Allowed 9-7/8% Senior
Note Claims, Allowed 10-7/8% Senior Note Claims and Allowed
Senior Subordinated Note Claims, the Distribution Trustee will
retain in the Unsecured Claims Trust Account an amount equal to
50.8% of the Public Note Percentage of Cash deposited into the
Unsecured Claims Trust Account, and any subsequent distributions
to holders of Allowed Senior Subordinated Note Claims will be
made in accordance with such order of the Bankruptcy Court. Any
distributions ultimately made to a holder of an Allowed Senior
Subordinated Note Claim in accordance with this Section
2.4(c)(ii)(B) may be reduced by such holder's proportional share
of any and all fees and expenses payable to the Senior
Subordinated Note Indenture Trustee pursuant to the Senior
Subordinated Note Indenture, which will, subject to such
Trustee's right to seek payment by the Debtors of such fees and
expenses pursuant to section 503(b)(5) of the Bankruptcy Code,
be payable solely from such distributions."

The first sentence of Section 2.5(a) of the Plan is hereby
amended to read as follows:

"In accordance with Section 2.4(c)(i)(B), an amount equal to the
Settlement Percentage of the Cash in the Unsecured Claims Trust
Account that would otherwise have been distributed in respect of
the Senior Subordinated Note Claims but which, after giving
effect to the contractual subordination provisions of the Senior
Subordinated Note Indenture and pursuant to Sections 2.4(c)(i)
and 2.4(c)(ii) but prior to giving effect to any payments under
this Section 2.5, is to be distributed to holders of Senior Note
Claims will, in full and complete satisfaction of the claims of
holders of 7-3/4% SWD Revenue Bonds asserted in the 7-3/4% SWD
Revenue Bond Dispute in respect of the Debtors, be paid to the
7-3/4% SWD Revenue Bond Indenture Trustee for the benefit of
holders of 7-3/4% SWD Revenue Bonds."

Section 9.4(b)(ii) of the Plan is hereby amended in its entirety
to read as follows:

"Plan Rejected by Subclass 3A or Subclass 3B. As a result of the
failure of Subclass 3B to accept the Plan in accordance with
section 1126(c) of the Bankruptcy Code, distributions to the
holders of Allowed Claims in Subclass 3A will be made in
accordance with Section 2.4(c)(i)(B)."

The first sentence of Section 9.4(c)(ii) of the Plan is hereby
amended to read as follows:

"As a result of the failure of Subclass 3B to accept the Plan in
accordance with section 1126(c) of the Bankruptcy Code,
distributions, if any, to the holders of Allowed Claims in
Subclass 3B will be made in accordance with Section
2.4(c)(ii)(B)."

Section 9.4(e)(i) of the Plan is hereby amended in its entirety
to read as follows:

"Plan Accepted by Subclass 3A. In accordance with Section
2.4(c)(i)(B), on or as promptly as practicable on or after the
Effective Date, the Disbursing Agent will make the payment, if
any, to the 7-3/4% SWD Revenue Bond Indenture Trustee for the
benefit of holders of 7-3/4% SWD Revenue Bonds pursuant to
Section 2.5(a) and pay any amounts payable pursuant to Section
2.6(b)."

THIRD MODIFICATION TO THE THIRD AMENDED JOINT PLAN OF
LIQUIDATION FOR KAISER ALUMINA AUSTRALIA CORPORATION AND KAISER
FINANCE CORPORATION

Subject to approval by the Bankruptcy Court and pursuant to this
Third Modification to the Third Amended Joint Plan of
Liquidation for Kaiser Alumina Australia Corporation and Kaiser
Finance Corporation, the Debtors effect the following changes to
the Third Amended Joint Plan of Liquidation for Kaiser Alumina
Australia Corporation and Kaiser Finance Corporation (as
previously modified, the Plan):

Modifications to the Plan

Section 1.1(38) of the Plan is hereby amended in its entirety to
read as follows:

"'Contractual Subordination Disputes' means any or all of the
disputes that are the subject of the following matters pending
in the Kaiser Cases: (i) the 7-3/4% SWD Revenue Bond Dispute;
(ii) the motion filed on August 14, 2004, by the Senior
Subordinated Note Indenture Trustee to determine the
classification of the Senior Subordinated Note Claims under any
plan of reorganization filed by the Debtors or the Other Kaiser
Debtors that guaranteed the Senior Subordinated Notes (including
the Plan); (iii) the adversary proceeding filed August 16, 2004,
and styled U.S. Bank National Association v. Kaiser Aluminum &
Chemical Corporation , Adv. Pro. No. 04-55115 (JFK); (iv) the
determination by the Bankruptcy Court, pursuant to Section
2.4(c)(i)(B) hereof, of the respective entitlement of the
holders of Allowed 9-7/8% Senior Note Claims, Allowed 10-7/8%
Senior Note Claims and Allowed Senior Subordinated Note Claims
to the portion of the Public Note Percentage of Cash retained by
the Distribution Trustee in the Unsecured Claims Trust Account
pursuant to Sections 2.4(c)(i)(B) and 2.4(c)(ii)(B); (v) the
objections to confirmation of the Plan filed by Law Debenture
Trust Company of New York (Law Debenture) and by The Liverpool
Limited Partnership (Liverpool) and the briefs (both in support
of the Plan and in reply to the Law Debenture and Liverpool
objections) filed by the Debtors, the Creditors' Committee,
jointly by U.S. Bank National Association, as indenture trustee,
and certain holders of the Senior Note Claims, and jointly by
Bear Stearns & Company, Citadel Equity Fund Ltd, Citadel Credit
Trading Ltd. and J.P. Morgan Trust Company, National
Association, as indenture trustee, but, in the case of all the
foregoing pleadings, only to the extent such pleadings addressed
the relative priority of holders of Senior Note Claims and
holders of Senior Subordinated Note Claims, including the
indenture trustee fee issues raised by Law Debenture and the
separate issues raised by Liverpool; and (vi) any further
proceedings or appeals in respect of any of the foregoing."

Section 2.4(c)(i)(B) of the Plan is hereby amended in its
entirety to read as follows:

"Plan Rejected by Subclass 3A or Subclass 3B. As a result of the
failure of Subclass 3B to accept the Plan in accordance with
section 1126(c) of the Bankruptcy Code, the obligations of
holders of Senior Subordinated Note Claims relating to the
contractual subordination provisions of the Senior Subordinated
Note Indenture and the claims of holders of Senior Note Claims
relating to the contractual subordination provisions of the
Senior Subordinated Note Indenture, as such obligations and
claims relate to KAAC and KFC, will be preserved under the Plan
to the extent enforceable under section 510(a) of the Bankruptcy
Code. On the Effective Date, each holder of an Allowed Senior
Note Claim will be entitled to receive Cash from the Unsecured
Claims Trust Account equal to its Pro Rata Share of the amount
equal to (i) 49.2% of the Public Note Percentage of the Cash
deposited into the Unsecured Claims Trust Account on the
Effective Date less (ii) all amounts payable pursuant to Section
2.6(a). Pending entry of an order of the Bankruptcy Court
pursuant to which the Bankruptcy Court will determine the
respective entitlement of the holders of Allowed 9-7/8% Senior
Note Claims, Allowed 10-7/8% Senior Note Claims and Allowed
Senior Subordinated Note Claims, the Distribution Trustee will
retain in the Unsecured Claims Trust Account an amount equal to
50.8% of the Public Note Percentage of Cash deposited into the
Unsecured Claims Trust Account on the Effective Date, and any
subsequent distributions to holders of Allowed Senior Note
Claims will be made in accordance with such order of the
Bankruptcy Court and giving effect to the payments made pursuant
to the preceding sentence and after first providing for the
payments to be made pursuant to Section 2.5(a) and 2.6."

The first sentence of Section 2.5(a) of the Plan is hereby
amended to read as follows:

"If, unless the holders of Senior Note Claims otherwise agree
pursuant to a settlement, all holders of Senior Note Claims are
entitled under the Plan to identical treatment in respect of
contractual subordination claims under the Senior Subordinated
Note Indenture, then, in accordance with Section 2.4(c)(i)(B),
an amount equal to the Settlement Percentage of the Cash in the
Unsecured Claims Trust Account that would otherwise have been
distributed in respect of the Senior Subordinated Note Claims
but which, after giving effect to the contractual subordination
provisions of the Senior Subordinated Note Indenture and
pursuant to Sections 2.4(c)(i) and 2.4(c)(ii) but prior to
giving effect to any payments under this Section 2.5, is to be
distributed to holders of Senior Note Claims will, in full and
complete satisfaction of the claims of holders of 7-3/4% SWD
Revenue Bonds asserted in the 7-3/4% SWD Revenue Bond Dispute in
respect of the Debtors, be paid to the 7-3/4% SWD Revenue Bond
Indenture Trustee for the benefit of holders of 7-3/4% SWD
Revenue Bonds."

Section 2.6(a) of the Plan is hereby amended in its entirety to
read as follows:

"Senior Note Indenture Trustee and Ad Hoc Group Counsel Fees and
Expenses. The fees and expenses of (a) the 9-7/8% Senior Note
Indenture Trustee, (b) the 10-7/8% Senior Note Indenture
Trustee, and (c) counsel for the Ad Hoc Group through the date
on which the Bankruptcy Court's order determining, pursuant to
Section 2.4(c)(i)(B) hereof, the respective entitlement of the
holders of Allowed 9-7/8% Senior Note Claims, Allowed 10-7/8%
Senior Note Claims and Allowed Senior Subordinated Note Claims
to the portion of the Public Note Percentage of Cash retained by
the Distribution Trustee in the Unsecured Claims Trust Account
pursuant to Sections 2.4(c)(i)(B) and 2.4(c)(ii)(B) becomes a
Final Order will be paid out of the Public Note Distributable
Consideration otherwise payable to holders of Senior Note
Claims. No later than two Business Days prior to the Effective
Date, each of the entities to which reference is made in clauses
(a), (b) and (c) of the first sentence of this Section 2.6(a)
will furnish to the Creditors' Committee and the Debtors
information in respect of such fees and expenses incurred and
estimated to be incurred through the Effective Date, which will
be paid as contemplated pursuant to Section 2.4(c)(i)(B) and the
Distribution Trust Agreement. In addition, no later than two
Business Days prior to the Effective Date, the Ad Hoc Group will
furnish to the Creditors' Committee and the Debtors an estimate
of fees and expenses to be incurred from the Effective Date
through the entry of such Final Order, which will be paid as
contemplated by Section 2.4(c)(i)(B) and the Distribution Trust
Agreement."

Section 9.4(e)(i) of the Plan is hereby amended in its entirety
to read as follows:

"Plan Accepted by Subclass 3A. If, unless the holders of Senior
Note Claims otherwise agree pursuant to a settlement, all
holders of Senior Note Claims are entitled under the Plan to
identical treatment in respect of contractual subordination
claims under the Senior Subordinated Note Indenture, then, in
accordance with Section 2.4(c)(i)(B), as promptly as practicable
on or after the Effective Date, the Disbursing Agent will make
the payment, if any, to the 7-3/4% SWD Revenue Bond Indenture
Trustee for the benefit of holders of 7-3/4% SWD Revenue Bonds
pursuant to Section 2.5(a) and pay any amounts payable pursuant
to Section 2.6(b)."

Section 11 of the Plan is hereby amended to delete the word
"and" at the end of subsection (l) and to add "; and" and a new
subsection (n) at the end of subsection (m) thereof as follows:

"(n) Decide or resolve the Contractual Subordination Disputes
including, without limitation, the respective entitlements of
the holders of Allowed 9-7/8% Senior Note Claims, Allowed 10-
7/8% Senior Note Claims, Allowed Senior Subordinated Notes
Claims, and the Senior Subordinated Note Indenture Trustee, to
the portion of the Public Note Percentages of Cash retained by
the Distribution Trustee in the Unsecured Claims Trust Account
pursuant to Sections 2.4(c)(i)(B) and 2.4(c)(ii)(B)."

To the extent not otherwise modified, provisions of the Plan
conditioned upon a voting outcome that did not occur shall be
deemed to be inoperative.

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

          URL: www.kaiseraluminum.com.



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

ASARCO: Wants Stay Lifted to Set Off Chevron Debt
-------------------------------------------------
Eric A. Soderlund, Esq., at Baker Botts L.L.P., in Dallas,
Texas, informs the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi that Chevron U.S.A., Inc.,
has provided ASARCO LLC with lubricants and fuel for use in the
Debtor's operations, both during the prepetition and
postpetition periods.

As of the bankruptcy filing, ASARCO owed Chevron $191,870.
Chevron, on the other hand, held two prepetition deposits:
$950,000 for fuel and $150,000 for lubricants.

Accordingly, ASARCO asks Judge Schmidt to:

   (a) modify the automatic stay to allow Chevron to set off the
       Prepetition Debt against the Prepetition Deposits;

   (b) permit Chevron to release the balance of the Prepetition
       Deposits to ASARCO; and

   (c) retain Chevron's right to utilize the Returned Deposits,
       as a defense to any avoidance action brought against it,
       as if the deposits had not been returned.

Mr. Soderlund tells Judge Schmidt that ASARCO will need to
increase its supply of fuel and lubricants purchased from
Chevron.  Currently, Mr. Soderlund states, ASARCO's credit line
is limited to $250,000, which is insufficient for ASARCO to
accomplish the necessary increase in supply.

Mr. Soderlund asserts that allowing Chevron to set off the
Prepetition Debt against the Prepetition Deposits and preserving
Chevron's defenses to any potential actions will make it
possible for Chevron to release the deposit balance to ASARCO.
By then, ASARCO will be in a position to negotiate a
postpetition deposit with Chevron that will be sufficient to
meet ASARCO's need for increased supply from Chevron.

If its request is not granted, ASARCO's ability to conduct vital
operations will be severely hampered, Mr. Soderlund says.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble,
Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors,it listed $600 million in total
assets and $1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-
20521 through 05-20525).  They are Lac d'Amiante Du Quebec Ltee,
CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas,
Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and
ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-21346)
also filed for chapter 11 protection, and ASARCO has asked that
the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


BALLY TOTAL: May Seek Resolution Regarding Shareholders' Actions
----------------------------------------------------------------
Bally Total Fitness Corporation (NYSE:BFT), the leading operator
and provider of health and fitness clubs, products and services,
announced Friday it is considering its options in seeking a
determination of whether its two largest shareholders,
Liberation Investments and Pardus Capital Management are acting
in concert and whether such concerted actions may have triggered
the Company's Stockholder Rights Plan. Bally said its options
include further pretrial proceedings in federal court or in a
request for relief in the Delaware Chancery Court where
litigation that was recently filed by Liberation, challenging
the Rights Plan, is already pending.

The Company noted that its complaint in federal court had forced
Liberation to disclose the previously omitted facts that
Liberation had suggested Don Kornstein to be nominated as a
candidate on the slate of Pardus European Special Opportunities
Master Fund ("Pardus") and that Liberation's general manager,
Emanuel Pearlman had a 17-year-long relationship with Kornstein
and a close relationship with Bally and its former management,
including its now-discredited CEO Lee Hillman. The U.S. District
Court for the District of Delaware ruled late Thursday that the
disclosure of the dispute between Liberation and the Company was
sufficient at this juncture pending resolution at a later point
in time as to whether or not these relationships or others
resulted in the formation of a "group" between Liberation and
Pardus. Accordingly, the court determined the need for expedited
discovery and a preliminary injunction hearing has been mooted.

Bally said it continues to believe that Liberation's disclosure
is inadequate. Importantly, the Court's decision did not yet
address the issue of whether Liberation and Pardus are, in fact,
acting as a "group." Bally also noted that Pardus had made
certain additional disclosures in its preliminary proxy
materials filed with the SEC late Thursday.

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers in the U.S., with nearly
440 facilities located in 29 states, Mexico, Canada, Korea,
China and the Caribbean under the Bally Total Fitness(R), Crunch
Fitness(SM), Gorilla Sports(SM), Pinnacle Fitness(R), Bally
Sports Clubs(R) and Sports Clubs of Canada(R) brands. Bally
offers a unique platform for distribution of a wide range of
products and services targeted to active, fitness-conscious
adult consumers.

CONTACT:  Bally Total Fitness
          Investors
          Janine Warell
          Phone: 773-864-6897

          Matt Messinger
          Media
          Phone: 773-864-6850

          URL: www.ballyfitness.com


BALLY TOTAL: LIL Group Expresses Concerns on Recent Stock Sales
---------------------------------------------------------------
Liberation Investments, L.P., a Delaware limited partnership
(LILP), and Liberation Investments Ltd. (LILTD), a private
offshore investment corporation, submitted on December 22, 2005
a letter to the Board of Directors (the Board) of Bally Total
Fitness Holding Corporation (the Company) in which they, among
other things, expressed their concerns about the propriety of
recent stock sales by Mr. Paul Toback, Chairman of the Board and
Chief Executive Officer of the Company, and certain other
members of the Company's management team. The Letter also
requests that the Board (i) immediately take the action
necessary to separate the office of the Chief Executive Officer
and the Chairman of the Board and (ii) authorize Steven Rogers
and Adam Metz, two independent directors appointed to the Board
subsequent to the Company's release on November 30, 2005 of its
financial results, to independently investigate the propriety of
recent stock sales executed by Mr. Toback and certain members of
the Company's management team and the veracity and timeliness of
the Company's recent public filings.

In addition, on December 23, 2005, LILP and LILTD issued a press
release announcing, among other things, that on December 22,
2005, the United States District Court for the District of
Delaware dismissed as moot a motion by the Company for a
preliminary injunction proceeding against LILP and LILTD in an
action brought by the Company to prevent LILP and LILTD from
presenting a shareholder proposal at the Company's upcoming
annual meeting.

As previously disclosed under cover of Schedule 14A, LILP and
LILTD intend to present a stockholder proposal (the Proposal) at
the annual meeting of the Company's stockholders slated for
January 26, 2005. In accordance with Instruction 3 of Item 4 of
Schedule 14A, LILP, LILTD, Liberation Investment Group, LLC
(LIGLLC), Emanuel R. Pearlman and Gregg E. Frankel will be
deemed to be participants in the solicitation in connection with
the Proposal. The number of shares of the Company's common stock
beneficially owned by these persons as of December 22, 2005 is
as follows: LILP (2,662,963), LILTD (1,436,487), LIGLLC
(4,099,450), Mr. Pearlman (4,134,450), Mr. Frankel (0).

SECURITY HOLDERS ARE STRONGLY URGED TO READ THE PROXY STATEMENT
AND OTHER DOCUMENTS RELATING TO THE SOLICITATION OF PROXIES BY
THE REPORTING PERSONS IN CONNECTION WITH THE PROPOSAL AS THEY
WILL CONTAIN IMPORTANT INFORMATION. WHEN COMPLETED, A DEFINITIVE
PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO
STOCKHOLDERS OF THE ISSUER AND WILL BE AVAILABLE AT NO CHARGE ON
THE WEBSITE OF THE SECURITIES AND EXCHANGE COMMISSION AT
HTTP://WWW.SEC.GOV.

The Liberation group wrote to the Board of Directors of Bally
Total on December 22, 2005:

As you know, Liberation Investments, L.P., Liberation
Investments, Ltd. and their affiliates (collectively,
"Liberation") own approximately 10.9% of the outstanding common
stock of Bally Total Fitness Holding Corporation ("Bally" or the
"Company"), making Liberation Bally's second largest
shareholder. We write to express our grave concern about the
propriety of recent stock sales by Mr. Paul Toback, Chairman and
Chief Executive Officer of Bally, and certain members of the
Company's management. We are also persuaded that Toback's recent
stock sales evidence his lack of faith in his ability to
maximize the value of Bally's stock, sending a toxic message to
the capital markets that further erodes confidence in his
leadership at the very moment the Company faces critical
strategic challenges.

After the markets closed on November 30, 2005, the Company
restated its financial results for the period from 2000 through
2004. The Company also released partial financial results for
2005 for the first time on November 30, 2005. In addition, Bally
claimed in its November 30 regulatory filings that cash
collections of membership revenue during the three months ended
September 30, 2005 had significantly increased over the same
period during 2004. Toback trumpeted these results and his
confidence in the Company's future. In an accompanying press
release, Toback underscored the importance of membership sales
strategies, claiming that Bally's "results reflect the initial
impact of our growth initiatives - including new membership
sales strategies such as our Build Your Own Membership Plan."

On the same evening, Bally announced that its Board of Directors
had retained J.P. Morgan Securities Inc. to "explore a range of
strategic alternatives to enhance shareholder value" including
"the sale or merger of Bally Total Fitness with another entity
or strategic partner."

At approximately 10 A.M. (E.S.T.) on December 1, 2005-the very
next day-during a carefully scripted Bally conference call to
discuss the Company's financial results, Toback continued the
steady drumbeat of encouraging reports, commenting, "I believe
strongly that the company has a really positive ability to
grow." During the same earnings call, Toback responded to the
comment of a caller by apparently seeking to burnish his and
management's credentials as allies of the stockholders,
remarking, "And believe me, we are shareholders. I own two
percent of the Company; management owns seven percent of the
Company."

The net effect of Bally's meticulously choreographed campaign of
upbeat pronouncements was predictable. On December 1, 2005, the
markets reacted favorably, with Bally's stock surging in value
by approximately 10% on the New York Stock Exchange.

On December 2 and December 5, members of Bally's senior
management team sold approximately 1,200,000 shares that they
had previously received as equity compensation, representing
approximately 3.15% of the Company's issued and outstanding
stock as of that date and nearly half of the management-held
stake Toback had boasted about the preceding day. In excess of
400,000 of these shares were sold by Toback himself,
representing the bulk of his stake in Bally, only hours after he
had ballyhooed his stock ownership on the earnings call.
Moreover, Bally has reported that Toback was entitled to
generous tax gross-up benefits from the Company in connection
with the vesting of his restricted stock grants, so he should
not be heard to argue that he had a compelling tax motivation to
sell his shares. The December 2 management sell-off coincided
with a reduction in the value of Bally's stock of approximately
12.4% as compared to its closing price the prior day. Between
December 6 and December 16, Bally insiders disposed of an
additional approximately 145,000 shares, which reduced
management's stake to about half of the 7% position Toback
announced on the December 1 earnings call. As Chief Executive
Officer and Chairman of the Board, Toback signaled his approval
of this massive sell-off by disposing of the great majority of
his shares.

Are these the actions of a Chief Executive Officer with
confidence in his ability to, in his words, realize "growth
opportunities" at Bally? Why should shareholders have confidence
in Toback's leadership if he doesn't have confidence in his own
ability to maximize the value of Bally's stock?

While the Company's November 30 10-K filing does contain a
reference buried deep in the document to the effect that some
members of management were expected to sell their shares in the
near term, the disclosure was hardly prominent and came amid
literally hundreds of pages of disclosure issued by Bally after
the markets closed on that day. In any event, we believe that
Toback's claims the following morning during the earnings call
concerning his and management's stock ownership failed to give
investors the impression that an enormous management sell-off
was in the works. Moreover, in our view, the fact that Toback
sold his stock at all during this critical period served to
undermine the confidence of the capital markets in the
leadership of Bally.

On December 20, once the majority of management's stake in
Bally's stock had been sold, Bally amended its quarterly report
for the quarter ended September 30, 2005, which was originally
filed on November 30, to correct a misstatement concerning cash
collections of membership revenue during the three months ended
September 30, 2005. Instead of the previously reported increase
of $8.9 million (3.9%) in cash collections of membership revenue
during the three months ended September 30, 2005, which Bally
had touted in its quarterly report as "the result of more
members choosing the pay-as-you-go membership plan", the Company
confessed that such revenue collections had actually dipped by
$1.6 million (0.8%) to $204.6 million. Since December 20, the
market has responded to this revelation by trimming another
approximately 5.5% off the value of Bally's stock. Millions of
shares of Bally stock changed hands between the initial filing
of the quarterly report on November 30 and Bally's corrective
disclosure on December 20, especially by way of sales by Company
insiders. In fact, substantial sales of Bally stock by Company
insiders occurred as late as December 16, a mere two business
days prior to the December 20 filing of corrective disclosure.

In light of the sequence of events described above, we are
concerned that the colossal management sell-off of Company stock
led by Toback may have violated the securities laws. We believe
that Toback's enthusiastic remarks about management stock
ownership and membership sales strategies had the effect of
ensuring market confidence during the period in which he and
certain members of management disposed of substantial positions
in the stock. At the very least, it seems clear to us that
Toback's flaunting of his Bally stock ownership during the
earnings call the day before selling a substantial portion of
his stake misled the capital markets. It is also worth noting
that Bally's stock stunningly shed approximately 22.2% of its
value between its closing price on December 1 and its closing
price today. Moreover, whether Bally's misstatement of cash
collections of membership revenue in its quarterly report was
the result of a simple failure to understand how such revenue
collections were to be reported or otherwise, we believe that
the Company's recent public filings must be closely scrutinized.

It is now abundantly clear to us that the office of the Chief
Executive Officer and the Chairman of the Board must be
separated, and we request that the Board take the action
necessary to effect this separation immediately. In addition, we
request that Steven Rogers and Adam Metz, the two independent
directors appointed subsequent to Bally's release on November 30
of its financial results, be given a mandate by the Board to
independently investigate the propriety of stock sales executed
by Toback and certain members of Bally's management team after
November 30 and the veracity and timeliness of Bally's recent
public filings. In the face of continued actions by Toback that
we believe evidence his lack of faith in his ability to maximize
the value of Bally's stock and may run afoul of the securities
laws, it is imperative that the Board act decisively to restore
the confidence of the capital markets in the leadership of the
Company.

We anticipate your prompt response to the concerns identified
above. Please note that we reserve the right to take the
necessary action to protect the interests of shareholders, and,
if the facts warrant, will seek to hold Toback and directors
personally liable for any losses that have befallen or may
befall the Company or its shareholders as a result of the
failure of Toback or the Board to observe their respective
fiduciary duties.

CONTACT:  Bally Total Fitness
          Janine Warell (Investors)
          Phone: 773-864-6897
                    or
          Matt Messinger (Media)
          Phone: 773-864-6850
          URL: www.ballyfitness.com


CALPINE CORP: Issues List of 80 Largest Unsecured Creditors
-----------------------------------------------------------
Contemporaneously with the filing of their petitions, Calpine
Corporation and its debtor-affiliates delivered a list of their
80 largest unsecured creditors, on a consolidated basis, to the
U.S. Bankruptcy Court in Manhattan.  Calpine's Top 80 List is
based on the Debtors' books and records as of approximately
December 19, 2005.  The Top 80 List was prepared in accordance
with Rule 1007(d) of the Federal Rules of Bankruptcy Procedure.
The Top 80 List does not include: (1) persons who come within
the definition of "insider" set forth in 11 U.S.C. Sec. 101; or
(2) secured creditors, unless the value of the collateral is
such that the unsecured deficiency places the creditor among the
holders of the 80 largest unsecured claims.  Calpine makes it
clear that the information presented in the Top 80 List does not
constitute an admission by the Debtors nor is it binding on the
Debtors.  The Debtors reserve all rights to challenge the
priority, nature, amount and status of any claim or debt.

Creditor
--------
Wilmington Trust Company
1100 North Market Street
Mailcode 2301
Wilmington, DE 19890                 8-1/2% Senior
Tel: (302) 636-6016                  Senior Notes
Fax: (302) 636-4145                  due 2008     $1,439,157,825

Wilmington Trust Company             8-1/2%
                                     Senior Notes
                                     Due 2011       $702,942,818

Wilmington Trust Company             7.75%
                                     Convertible
                                     Notes Due
                                     2015           $652,658,681

Wilmington Trust Company             6.00%
                                     Convertible
                                     Senior Notes
                                     Due 2014       $650,133,853

Wilmington Trust Company             4.75%
                                     Convertible
                                     Notes Due
                                     2023           $636,701,808

Wilmington Trust Company             8-5/8%
                                     Senior Notes
                                     Due 2010       $423,449,697

Deutsche Bank
60 Wall Street, 27th Floor
New York, NY 10005                   8-7/8%
Tel: 44-207-5477392                  Senior Notes
Fax: 44-207-5476149                  Due 2011 (6BP) $211,197,016

The Bank of New York
101 Barclay Street, 21W
21 W New York, NY 10286              8-3/4%
Tel: (212) 815-5845                  Senior Notes
Fax: {212) 815-3272                  Due 2007       $197,468,251

The Bank of New York                 7-3/4%
                                     Senior Notes
                                     Due 2009       $183,129,174

The Bank of New York                 7-7/8%
                                     Senior Notes
                                     Due 2008       $176,763,807

Wilmington Trust Company             8-3/4%
                                     Senior Notes
                                     Due 2007       $173,781.867

US Bank
633 West 5th Street, 24th Floor
Los Angeles, CA 90071                10-1/2%
Tel: (617) 603-6582                  Senior Notes
Fax: (617) 603-6669                  Due 2006       $140,626,051

Deutsche Bank                        8-3/8%
                                     Senior Notes
                                     Due 2008       $139,559,555

The Bank of New York                 7-5/8%
                                     Senior Notes
                                     Due 2006       $103,600,942

Calpine Commercial Trust
111 - 5th Avenue SW, Suite 2800
Calgary, Alberta T2P 3Y6 CANADA      Bank Loan -
Tel: (403) 750-3368                  Calpine Canada
Fax: (403) 264-4203                  Power           $30,384,425

AMERADA HESS CORPORATION
1 HESS PLAZA
WOODBRIDGE, NJ 07095-0961
Fax: 713/609-4251                    Energy Trading   $9,391,978

DYNEGY MARKETING AND TRADE
P.O. BOX 730508
DALLAS, TX 75373-0508
Tel: 713/507-6410                    Energy Trading   $7,557,989

Enbridge Pipelines
(Bamagas Infrastate) Inc.
1100 Louisiana, Suite 3300
Houston, TX 77002
Tel: 713-821-2010
Fax: 713-821-2140                    Trade Debt       $6,184,852

Dominion Energy Marketing, Inc.
Dominion Energy Clearinghouse
120 Tredegar Street
Richmond, VA 23219
Tel: 804-787-5939
Fax: 866-339-6874                    Trade Debt       $5,641,916

PACIFIC GAS AND ELECTRIC COMPANY
PO BOX 997300
SACRAMENTO, CA 95899-7300
Tel: 800.945.5251                    Trade Debt       $4,682,696

Elm Ridge Exploration Co.,
   a Ltd. Partnership
12225 Greenville Avenue, Suite 950
Dallas, TX 75243                     Trade Debt       $4,108,800

GENERAL ELECTRIC COMPANY
PO BOX 641469
PITTSBURGH, PA 15264-1469            Trade Debt       $4,083,131

Pogo Producing Company
5 Greenway Plaza, Suite 2700
Houston, TX 77046-0504               Trade Debt       $4,068,498

PRECICAST S.A.
3215 OLD FARM LANE
WALLED LAKE, MI 48390
Tel: 248-669-3120
Fax: 248-669-6930                    Trade Debt       $3,756,943

LYONDELL-CITGO REFINING LP
12000 LAWNDALE
HOUSTON, TX 77252-2451               Trade Debt       $3,022,432

ABB POWER T&D CO. INC.
PO BOX 100264
PASADENA, CA 91189-0264              Trade Debt       $2,948,669

South Carolina Pipeline Corporation
PO Box 102407
Columbia, SC 29224-2407
Tel: 803-217-2134
Fax: 803-217-2104                    Trade Debt       $2,806,812

GENERAL ELECTRIC INTERNATIONAL, INC.
c/o DEUTSCHE BANK AND TRUST
ACCT # 502 721 19
NEW YORK, NY 10001
ATTN: BILLY H. WHITAKER
Fax: 262-786-5589                    Trade Debt       $2,715,755

INSTITUTION OF PROPULSION TECHNOLOGY
1936 SOUTH ANDREWS AVENUE
FT. LAUDERDALE, FL 33316
Tel: 954-763-3303
Fax: 954-522-6507                    Trade Debt       $2,455,000

Cross Timbers Energy Services, Inc.
810 Houston Street
Fort Worth, TX 76102-6298
Tel: 817-885-2204
Fax: 817-882-7259                    Trade Debt       $2,229,000

Atlantic Oil Company
310 East Colorato Street, Suite 201
Glendale, CA 91205                   Trade Debt       $2,225,175

Contra Costa Water District
1331 Concord Avenue
P.O. Box H2O
Concord, CA 94524-2099
Tel: (925) 638-8300
Fax: (925) 688-8347                  Payable          $2,184,242

Coral Energy Holding, L.P.
909 Fannin, Suite 700
Houston, TX 77010
Tel: 713-230-3849
Fax: 713-767-5445                    Trade Debt       $2,094,400

Stream Energy, inc.
5001 CALIFORNIA AVENUE, SUITE 110
BAKERSFIELD, CA 93309                Trade Debt       $2,039,977

CHURBUCK, THOMAS
911 Tamarind Way
Boca Raton, Florida 33486            Trade Debt       $1,922,539

Tenaska Power Services Co.
1701 E. Lamar Blvd., Suite 100
Arlington, TX 76006
Tel: 817-462-1521
Fax: 817-462-1038                    Trade Debt       $1,771,170

THE DOW CHEMICAL COMPANY
PO Box 1398
Pittsburg, CA 94565                  Trade Debt       $1,663,863

Select Energy Inc.
P.O. Box 270
Hartford, CT 06037
Tel: 860-665-6892
Fax: 860-665-6892                    Trade Debt       $1,612,663

Portland Natural Gas
   Transmission System
One Harbour Place, Suite 375
Portsmouth, NH 03801
Tel: 603-559-5500
Fax: 603-427-2807                    Trade Debt       $1,480,823

LONG ISLAND POWER AUTHORITY
ATTN: CASH MGMT.-NPB, 22nd Floor
1 METROTECH CENTER
BROOKLYN, NY 11201
Tel: 800-490-0025                    Trade Debt       $1,347,808

NOVA Gas Transmission Ltd.
450 - 1st Street S.W., 10th Floor
Calgary, Alberta T2P 1C9
CANADA
Tel: 403-920-2739
Fax: 403-920-2368                    Trade Debt       $1,341,379

Wilmington Trust Company             4% Convertible
                                     Senior Notes
                                     Due 2006         $1,336,346

KRAFT, ROBERT
1470 S.W. Dyer Point Road
Palm City, Florida 34990             Trade Debt       $1,311,016

BRUCE AGARDY
15050 Golden Point Lane
Wellington, Florida 33432            Trade Debt       $1,311,016

FRESH MEADOW MECHANICAL CORP.
65-01 FRESH MEADOW LANE
FRESH MEADOWS, NY 11365              Trade Debt       $1,256,856

HICKHAM INDUSTRIES, INC.
11518 OLD LAPORTE RD
LA PORTE, TX 77571
Tel: 713-567-2700                    Trade Debt       $1,245,491

ESCO TURBINE TECHNOLOGIES
P. O. BOX 92601
CLEVELAND, OH 44101-2601
Tel: 800 927 3555
Fax: 216 430 6915                    Trade Debt       $1,100,488

NOOTER/ERIKSEN, INC
PO BOX 66888
SAINT LOUIS, MO 63166-6688           Trade Debt       $1,185,810

Safeway Inc.
P.O. Box 29097
Phoenix, AZ 85038
Tel: 623-869-4551
Fax: 925-467-3214                    Trade Debt       $1,165,433

Rosetta Resources Operating LP
717 Texas Avenue, Suite 2800
Houston, TX 77002
Tel: 713-830-2000
Fax: 713-830-&749                    Trade Debt       $1,086,787

Equity Oil Company
1700 Broadway, Suite 2300
Denver, CO 80290-2300                Trade Debt       $1,047,624

Slawson Exploration Company, Inc.
1675 Broadway, Suite 1600
Denver, CO 80202-1675                Trade Debt       $1,045,671

Brigham Oil & Gas, L.P.
Bldg. 2, Suite 500
6300 Bridgeport Parkway
Austin, TX 78730                     Trade Debt       $1,028,280

DEUTSCHE BANK TRUST COMPANY AMERICAS
GLOBAL LOAN OPERATIONS
STANDBY LETTER OF CREDIT UNIT
NEW YORK, NY 10005
ATTN: MARY JO JONES                  Trade Debt       $1,023,585

Alline Ford Brown Trust U/A
NationsBank of Texas
ATTN: Mr. Don Onstott
P.O. Box 830241
Dallas, TX 75283-0241                Trade Debt       $1,023,443

ARENA CAPITAL, LTD
16 BEACHSIDE COMMON
WESTPORT, CT 06880                   Trade Debt       $1,012,163

SCIENCE APPLICATIONS INT'L CORP.
PO BOX 223058
PITTSBURGH, PA 15251-2058
ATTN: DAVE LELAND/MATT BIROS         Trade Debt         $992,439

Southern Natural Gas Company
PO Box 102502
Atlanta, GA 30368-0000
Tel: 205-325-7344
Fax: 205-326-2038                    Trade Debt         $990,291

PETER SCALAMANDRE & SONS
157 ALBANY AVENUE
FREEPORT, NY 11520-4710              Trade Debt         $958,652

BONNEVILLE POWER ADMINISTRATION
FEDERAL RESERVE BANK ACCT: #89001401
NEW YORK, NY 10006
Tel: 503-230-3340                    Trade Debt         $945,340

TOSHIBA INTERNATIONAL CORP
650 CALIFORNIA STREET, 29TH FL
SAN FRANCISCO, CA 94108              Trade Debt         $923,587

SIEMENS POWER GENERATION, INC.
DEPT. CH10169
PALATINE, IL 60055-0169              Trade Debt         $892,110

KEYSPAN ENERGY DELIVERY
P.O. BOX 888
HICKSVILLE, NY 11815-0001            Trade Debt         $860,871

LEADING EDGE TURBINE TECHNOLOGIES
DEPT TX 10069
PO BOX 4703
HOUSTON, TX 77210-4703
Fax: 281-821-7755                    Trade Debt         $821,928

GCE INDUSTRIES INC.
P. 0. BOX 6661
ASHLAND, VA 23005
Tel: 804-550-5191                    Trade Debt         $816,543

NABORS DRILLING USA INC
PO BOX 973527
DALLAS, TX 75397-3527                Trade Debt         $783,190

JERSEY CENTRAL POWER & LIGHT
PO BOX 3687
AKRON, OH 44309-3687
Tel: 800-662-3155                    Trade Debt         $746,669

DELL MARKETING, L.P.
c/o DELL USA LP
PO BOX 910916
PASADENA, CA 91110-0916
ATTN: LAVINA TOURANI
Tel: 800-762-9473                    Trade Debt         $741,956

Ivanhoe Energy (USA), Inc.
5060 California Avenue, Suite 400
Bakersfield, CA 93389                Trade Debt         $726,443

SUNY AT STONY BROOK
ATTN: ANITA KEFELAS
460 ADMINISTRATION BUILDING
STONY BROOK, NY 11794-1151           Trade Debt         $724,092

Hi-Tek Manufacturing Inc.
6050 Hi-Tek Court
Mason, OH 45040
Tel: 513-459-1094 ext 109
Fax: 513-459-9882                    Trade Debt         $668,720

Tampa Electric Company
702 N. Franklin Street
Tampa, FL 33602
Tel: 813-228-1256
Fax: 813-228-4922                    Trade Debt         $664,212

CONTRA COSTA WATER DISTRICT
ACCOUNTS RECEIVABLE DEPT.
1331 CONCORD AVENUE
CONCORD, CA 94524                    Trade Debt         $663,080

SEMPRA
101 ASH STREET, HQ11B
SAN DIEGO, CA 92101-3017             Trade Debt         $657,558

CREDIT SUISSE FIRST BOSTON
BANK OF NEW YORK ACCT. #8900387742
NEW YORK, NY 10008                   Trade Debt         $644,928

WestCoast Energy, Inc.
2200 The Dome Tower
333 - 7th Ave, SW
Calgary, Alberta T2P 2Z1 CANADA
Tel: 403-699-1694
Fax: 403-699-168                     Trade Debt         $634,845

TENNESSEE VALLEY AUTHORITY
1101 MARKET STREET MR1D
CHATTANOOGA, TN 37402
Tel: 865-632-2481                    Trade Debt         $619,414

TRS SERVICES, INC.
2100 SKINNER ROAD
HOUSTON, TX 77093
Fax: 713-692-5299                    Trade Debt         $601,968

Western Area Power Authority
114 PARKSHORE DRIVE
FOLSOM, CA 95630                     Trade Debt         $586,680

City of Vernon
4305 Santa Fe Ave.
Vernon, CA 90058
Tel: 323-583-8811
Fax: 323-581-1354                    Trade Debt         $578,285

(SOURCE: Troubled Company Reporter, Thursday, Dec. 22, 2005,
Vol. 9, No. 303)


SR TELECOM: Sells French Subsidiary
-----------------------------------
SR Telecom (TSX: SRX), a leading vendor of licensed OFDM
solutions for broadband access networks with its symmetry
products, announced Friday that it has sold substantially all of
the assets and the operations of its subsidiary in France, along
with all of the shares of its Australian subsidiary, to a
subsidiary of Duons Systemes of Paris, France.

The purchase price is approximately euros 1.9 million but could
be adjusted upwards to a total of up to euros 4 million if
certain future revenue levels of the sold businesses are met.
The purchase price may also be adjusted downwards to below euros
1.9 million should such future revenue levels not be met. To the
extent that the results of the entity reach certain other levels
on a cumulative basis over a 5-year period, then additional sums
may be payable by the Purchaser. SR Telecom and its French
subsidiary have also agreed to indemnify the Purchaser in the
event that the results of the sold businesses show a loss. In
such case, this indemnity would be limited to a maximum of euro
0.8 million.

"The sale of these assets further strengthens SR Telecom's
position and will allow us to continue to focus on our core
technology. Losses before taxes from the French and Australian
operations were CDN$12.4 million in 2004 and CDN$5.5 million
year to date in 2005", stated William Aziz, SR Telecom's Interim
President and CEO.

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 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



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

* NICARAGUA: IMF to Extend 100% Debt Relief
-------------------------------------------
Mr. Humberto Arbulu-Neira, the Resident Representative of the
International Monetary Fund in Nicaragua, issued the following
statement on December 22 in Managua:

"Under the Multilateral Debt Relief Initiative, the IMF
Executive Board has approved debt relief for Nicaragua (see
Press Release No 05/286). As part of the Initiative, the IMF
will provide 100 percent debt relief on all debt incurred by
Nicaragua to the IMF before January 1, 2005 that remains
outstanding. This amounts to approximately US$201 million, or
US$132 million excluding remaining assistance under the Heavily
Indebted Poor Countries (HIPC) Initiative. This debt relief
should become available in early January as soon as the
remaining consents of the contributors to the PRGF Trust Subsidy
Account have been received. The international community has made
these additional resources available to help Nicaragua make
progress toward its Millennium Development Goals (MDGs).

"Nicaragua has qualified for IMF debt relief because of its
overall satisfactory recent macroeconomic performance, progress
in poverty reduction, and improvements in public expenditure
management. Macroeconomic performance in recent years has been
favorable although the economy was adversely affected in 2005 by
factors including the oil price shock. To strengthen the policy
framework further, the authorities have adopted a 2006 budget
ensuring continued macroeconomic stability in the run-up to next
year's elections and have made excellent progress in advancing
their agenda of reforms, especially in the fiscal area and
financial sector. Since adoption of Nicaragua's first PRSP in
2001, poverty reducing spending has been increased from about 10
percent of GDP in 2002 to 13 percent of GDP projected for 2005.
The positive effects of the PRSP implementation are reflected in
improved indicators in the education and water sectors.
Moreover, the public expenditure management framework has been
further strengthened by the passage of a new law on budget
administration. Performance in these areas provides assurance
that resources made available under the Multilateral Debt Relief
Initiative will be used effectively.

"The IMF looks forward to working with Nicaragua to help it
develop a strong and stable economy and to make sustained
progress toward the MDGs," he said.

CONTACT:  IMF EXTERNAL RELATIONS DEPARTMENT
          Public Affairs: 202-623-7300 - Fax: 202-623-6278
          Media Relations: 202-623-7100 - Fax: 202-623-6772



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

WILLBROS GROUP: Prices $65M Private Placement of Senior Notes
-------------------------------------------------------------
Willbros Group, Inc. (NYSE: WG) announced Friday that it has
entered into a purchase agreement for a private placement of
approximately $65 million aggregate principal amount of its 6.5%
Convertible Senior Notes due 2012. The private placement is
scheduled to close on December 23, 2005, subject to customary
closing conditions. Willbros also granted to the investors a 90-
day option to purchase up to an additional $19.5 million
aggregate principal amount of the notes.

The notes will mature on December 15, 2012, will not be subject
to redemption and will pay interest semi-annually in arrears at
the annual rate of 6.5%.

Subject to certain limitations, the notes will be convertible at
any time into shares of Willbros' common stock at a conversion
rate of 56.9606 shares of common stock per $1,000 principal
amount of notes, which is equivalent to an initial conversion
price of approximately $17.56 per share of common stock, subject
to adjustment in certain circumstances. The initial conversion
price represents a premium of approximately 10% to the $15.96
per share closing price of the Company's common stock on the New
York Stock Exchange on December 22, 2005. Prior to the
conversion of any of the notes, the Company may elect to
deliver, in lieu of common stock, cash or a combination of cash
and common stock in connection with the conversion of all of the
notes.

The notes will be guaranteed by Willbros USA, Inc., a subsidiary
of Willbros Group, Inc.

Willbros intends to use the net proceeds of the offering to
retire existing indebtedness and provide additional liquidity to
support working capital needs.

The notes and the shares of common stock issuable upon
conversion of the notes have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption
from registration requirements of the Securities Act and
applicable state securities laws. This press release does not
constitute an offer to sell or the solicitation of an offer to
buy any of the notes or the shares of common stock issuable upon
conversion of the notes, and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.

Willbros Group, Inc. is an independent contractor serving the
oil, gas and power industries, providing construction,
engineering and other specialty oilfield-related services to
industry and government entities worldwide.

     CONTACT:  Michael W. Collier
               Investor Relations Manager
               Willbros USA, Inc.
               (713) 403-8016

               Jack Lascar
               Partner
               DRG&E / (713) 529-6600



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

NBC: Government, Advent Agree to Delay Sale Closing
---------------------------------------------------
The Uruguayan government and US investment fund Advent
International have agreed to delay the closing of the sale of
state-controlled Nuevo Banco Comercial (NBC), reports Business
News Americas.

Advent, the global private equity firm, agreed in September to
acquire NBC, Uruguay's largest commercial bank, from the
government in a transaction valued at US$167 million. The
acquisition was scheduled to close in the first week of January.

But according to NBC president Julio Cesar Porteiro, the
original deadline cannot be met, as there have been some delays
in the previous steps toward completion of the transaction. NBC
and Advent will soon sign a 90-day deferment, Mr. Porteiro
added.

NBC was formed by the Uruguayan government in December 2002
through the acquisition of assets from three banks that had been
suspended during the country's 2001-2002 banking crisis: Banco
Comercial, Banco de Montevideo and Banco Caja Obrera.

Today, NBC has close to US$1 billion in assets and a net worth
of US$176 million. The company provides a complete range of
banking services, including corporate and personal loans, credit
cards, car loans, export and import finance, to over 200,000
retail and corporate customers. NBC is the largest among private
banks in performing loans and net worth and second in total
assets and liabilities.



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

BANPLUS: Upcoming Sale Draws 10 Bids
------------------------------------
Ten banks have submitted bids to participate in the upcoming
privatization of Venezuelan bank Banplus, reports Business News
Americas.

Banplus was intervened by the country's banking regulator
Sudeban on October 7 after detecting irregularities in its loan
portfolio and poor solvency indicators.

Sudeban has not yet set a date for the sale of Banplus.

The bank, which operates through 10 branches, has equity
totaling some VEB18.9 billion (US$6.71 million).



                            ***********


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Troubled Company Reporter - Latin America is a daily newsletter
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