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        T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Thursday, December 29, 2005, Vol. 6, Issue 258

                            Headlines

A R G E N T I N A

ALTO PALERMO: Enters Preliminary Purchase Agreement with RAGHSA
ARON RABE: Closes Reorganization
DAFIM S.A.: Court OKs Creditor's Bankruptcy Call
IPLAC S.A.: Court Declares Company Bankrupt
PRONTO SERVICIO: Court Declares Company Bankrupt

TRANSENER: To Add 9,500 Kilometers of Power Lines by `10
VINTAGE PETROLEUM: Board Approves Repatriation


B E R M U D A

REFCO INC: Liquidators Want Fee Protocol for JPL Experts OK'd


B O L I V I A

AGUAS DEL ILLIMANI: Pozo y Asociados to Start Audit Soon


B R A Z I L

AES CORP: Lenders Extend Default Waiver Under Credit Agreement
CESP: Moody's Assigns B2 Rating; Outlook Stable
USIMINAS: CVRD Looks to Participate in Management Team


C A Y M A N   I S L A N D S

HORIZON ASSET: Final General Meeting Set for Jan. 16
NORTHSHORE FUND: To Present to Members Wind Up Account Jan. 16
NORTHSHORE MASTER: To Hold Final General Meeting Jan. 16


C H I L E

AES GENER: Ratings Reflect Improved Financial Profile


C O L O M B I A

PAZ DEL RIO: Analyst Sees Sale Wrapping Up Before 1H06


E C U A D O R

ROYAL SHELL: Chilean Lawmakers Question Enap's Move


E L   S A L V A D O R

BANCO AMERICANO: Fitch Cuts Ratings on Poor Performance


M E X I C O

BALLY TOTAL: Holder Seeks to Elect New Directors
CALPINE CORP: Final DIP Financing Hearing Set for Jan. 25
EMPRESAS ICA: Govt. OKs Purchase of Additional 36% Stake in GACN
UNITED RENTALS: Receives NYSE Listing Extension


V E N E Z U E L A

CADAFE: ZTE Using Company's Infrastructure in Broadband Proj.
PDVSA: 2005 Gross Income Up 28% V. 2004
PDVSA: Urges ExxonMobil to Convert Operating Agreement into JV

     -  -  -  -  -  -  -  -

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

ALTO PALERMO: Enters Preliminary Purchase Agreement with RAGHSA
---------------------------------------------------------------
Alto Palermo S.A. informed in a letter sent to the Comision
Nacional de Valores on December 22, 2005 that it has entered
into a Preliminary Purchase Agreement with RAGHSA SOCIEDAD
ANONIMA (RAGHSA), with delivery of possession of the real
property owned by it located at Presidente Figueroa Alcorta
Avenue No. 3513/15/25/33/35 and Jeronimo Salguero Street No.
3112/16/18/22, City of Buenos Aires, with a surface area of
1,941 meters with 87 square decimeters. Cadastre registration:
District 18, Section 21, Block 115A, Plot 1-e. Plot 1-e results
from the amalgamation of the plots designated in their chain of
title as plots 1-c, 1-d y 2-c.

The sale was agreed upon at the total final price of
US$7,700,000 payable as follows:

1) the amount of US$1,925,000 upon execution of the Preliminary
Purchase Agreement;

2) the amount of US$1,925,000 on March 30, 2006, upon execution
of the deed of conveyance of title;

3) the price balance, i.e., the amount of US$3,850,000 in two
equal, annual, consecutive installments of US$1,925,000 each,
the first of them maturing on the date which is 365 days after
the execution of the deed of conveyance of title and the
following one on the date which is 365 days after the date of
maturity of the first installment.

In addition, it has been agreed that the installments that are
payable after the date of the public deed shall accrue interest
on outstanding balances at a rate of 7.50% per annum, payable
together with the principal installments. RAGHSA shall be
entitled to prepay the principal balance and therefore current
interest, in amounts of not less than 50% of the principal
amount of each of the installments.

Moreover, concurrently with the execution of the deed of
conveyance of title to the property, and as security for the
payment of the price balance, plus interest and legal
accessories, "RAGHSA" shall set up in favor of the Company a
first ranking mortgage over functional units No. 221, 222, 223
and 224, located as per the plans, on floors No. 18, 19, 20 and
21 intended for offices, and 127, 128, 133, 134, 135, 136, 137,
138, 139, 140, 141, 142, 143, 144, 145, 146, 147, 148, 149 and
150, located in the second underground level, intended for
parking spaces, solely owned by it, which form part of the
building owned by it and erected on a tract of land located in
this City, facing San Martin Street Nos. 338, 340, 344, 350,
360, and Florida Street Nos. 343, 347, with entrance on San
Mart¡n No. 344 Street, City of Buenos Aires.

CONTACT: Alto Palermo S.A. (APSA)
         2/F
         476 Hipolito Yrigoyen
         Buenos Aires
         Argentina
         Phone: +54 11 4344 4600
         Web site: http://www.altopalermo.com.ar


ARON RABE: Closes Reorganization
--------------------------------
The reorganization of Aron Rabe e Hijos S.A. has been concluded.
Data revealed by Infobae on its Web site indicated that the
process was concluded after Buenos Aires' civil and commercial
Court No. 14, with assistance from Clerk No. 27, homologated the
debt agreement signed between the Company and its creditors.


DAFIM S.A.: Court OKs Creditor's Bankruptcy Call
------------------------------------------------
Dafim S.A. entered bankruptcy after Court No. 17 of Buenos
Aires' civil and commercial tribunal approved a bankruptcy
motion filed by Obra Social de Empleados de Comercio y
Actividades Civiles, reports La Nacion. The Company's failure to
pay its debt prompted the creditor to file the petition.

Working with the city's Clerk No. 33, the court assigned Ms.
Nelida Grumblatt de Nobile as trustee for the bankruptcy
process. The trustee's duties include the authentication of the
Company's debts and the preparation of the individual and
general reports. Creditors are required to present their proofs
of claim to the trustee before March 12, 2006.

The Company's assets will be liquidated at the end of the
bankruptcy process to repay creditors. Payments will be based on
the results of the verification process.

CONTACT:  Dafim S.A.
          Sarmiento 747
          Buenos Aires

          Ms. Nelida Grumblatt de Nobile, Trustee
          Felipe Vallese 1195
          Buenos Aires


IPLAC S.A.: Court Declares Company Bankrupt
-------------------------------------------
Court No. 25 of Buenos Aires' civil and commercial tribunal
declared local company Iplac S.A. "Quiebra", relates La Nacion.
The court approved the bankruptcy petition filed by Cooperativa
de Vivienda Credito y Consumo Solidario Ltda., whom the Company
has debts amounting to $5,400.

The Company will undergo the bankruptcy process with Mr. Jose
Tsanis as trustee. Creditors are required to present proofs of
claim to Mr. Tsanis for verification before March 2, 2006.
Creditors who fail to submit the required documents by the said
date will not qualify for any post-liquidation distributions.

Clerk No. 49 assists the court on the case.

CONTACT:  Iplac S.A.
          Reconquista 575
          Buenos Aires

          Mr. Jose Tsanis, Trustee
          Peron 1410
          Buenos Aires


PRONTO SERVICIO: Court Declares Company Bankrupt
------------------------------------------------
Court No. 12 of Buenos Aires' civil and commercial tribunal
declared local company Pronto Servicio Ya S.R.L. "Quiebra",
relates La Nacion. The court approved the bankruptcy petition
filed by M. Cozza y M. A. Fernandez Sociedad de Hecho, whom the
Company has debts.

The Company will undergo the bankruptcy process with Ms. Vila
Perbeils as trustee. Creditors are required to present proofs of
their claim to Ms. Perbeils for verification before March 23,
2006. Creditors who fail to submit the required documents by the
said date will not qualify for any post-liquidation
distributions.

Clerk No. 23 assists the court on the case.

CONTACT:  Pronto Servicio Ya S.R.L.
          Thames 680
          Buenos Aires

          Ms. Vila Perbeils, Trustee
          Vidal 2670
          Buenos Aires


TRANSENER: To Add 9,500 Kilometers of Power Lines by `10
--------------------------------------------------------
Electricity transporter Transener is looking to add some 9,500
kilometers in new high tension power lines to its current
network of 18,000 kilometers by the year 2010, reports Dow Jones
Newswires.

Transener President Silvio Resnich revealed the Company plans to
add 5,000 kilometers to the national grid, 1,500 kilometers in
greater Buenos Aires, and 3,000 kilometers to lines operated in
neighboring Brazil. The Company currently runs 3,000 kilometers
of power lines in Brazil.

Furthermore, Transener plans to increase its transformer
operations by 30%.

The government recently published decrees approving new
contracts for Transener and its Buenos Aires subsidiary,
Transba. Under the new deals, Transener gets to raise rates by
31%, while Transba gets a 25% rate hike.

Transener is controlled by Argentine businessman Marcelo
Mindlin's Grupo Dolphin.


VINTAGE PETROLEUM: Board Approves Repatriation
----------------------------------------------
Vintage Petroleum, Inc. (NYSE:VPI) announced Tuesday that its
board of directors has approved a special one-time repatriation
of $450 million from its international operations consisting of
approximately $200 million in cash and $250 million of
intercompany debt. The Company expects to record additional
income tax expense in the fourth quarter of approximately $50
million related to the portion of this repatriation, which
represents previously unremitted foreign earnings.

In connection with the Company's evaluation of making a one-time
repatriation of previously unremitted foreign earnings under the
special provisions of the American Jobs Creation Act of 2004
(the "Act"), the Company determined that, under its particular
circumstances, the Act's mandatory reduction of foreign taxes
eligible for credit against current and future U.S. taxes would
be more punitive than the additional cash taxes to be paid
currently if no election to be taxed under the provisions of the
Act were made. Therefore, the Company will not elect the partial
dividend deduction provided for under the Act and thereby
preserve an estimated $142 million of foreign taxes eligible to
offset future U.S. taxes on foreign income in the next 10 years.

The Company has received the necessary approval under the terms
of its merger agreement with Occidental Petroleum Corporation
for this one-time repatriation.

Vintage Petroleum, Inc. is an independent energy company engaged
in the acquisition, exploitation, exploration and development of
oil and gas properties and the marketing of natural gas and
crude oil. Company headquarters are in Tulsa, Oklahoma, and its
common shares are traded on the New York Stock Exchange under
the symbol VPI.

CONTACT:  Vintage Petroleum, Inc., Tulsa
          Robert E. Phaneuf
          Phone: 918-592-0101

          URL: www.vintagepetroleum.com



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B E R M U D A
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REFCO INC: Liquidators Want Fee Protocol for JPL Experts OK'd
-------------------------------------------------------------
The Joint Provisional Liquidators of Refco Capital Markets,
Ltd., and Refco Global Finance Limited ask the U.S. Bankruptcy
Court for the Southern District of New York to approve a
protocol establishing procedures for compensation and
reimbursement of expenses for their professionals and their
advisors.

On October 18, 2005, winding up petitions with respect to Refco
Inc., and its debtor-affiliates were presented to the Supreme
Court of Bermuda.

On October 26, 2005, the Bermuda Court appointed Michael W.
Morrison of KPMG Financial Advisory Services Ltd. of Hamilton,
Bermuda, and Richard Heis of KPMG LLP of London, United Kingdom,
to act as Joint Provisional Liquidators of the Debtors.

Ken Coleman, Esq., at Allen & Overy, LLP, in New York, relates
that the Bermuda proceedings and the appointment of the JPLs
were undertaken to ensure the coordinated realization of the
businesses and affairs of the Debtors under the supervision of
the Bermuda Court in accordance with the laws of Bermuda.

The Bermuda Court ruled that the JPLs have the power "to retain
and employ barristers, attorneys or solicitors and/or such other
agents or professional persons as the JPLs deem fit, in Bermuda,
the United States, the United Kingdom and elsewhere as the JPLs
deem appropriate for the purpose of advising and assisting in
the execution of their powers."

The Bermuda Orders further provide that the JPLs have the power
"with the sanction of [the Bermuda Court], to seek to enter such
protocol or other agreement as the JPLs deem appropriate for the
coordination of the restructuring and/or reorganization of the
Company and other companies within the Refco Group, such
protocol to involve [the Bermuda Court] and the US Bankruptcy
Court."

The JPLs are also entitled pursuant to Bermuda law to render and
pay invoices out of the assets of the Debtors for their own
remuneration at their usual and customary rates including all
costs, charges and expenses of their attorneys, and all other
agents, managers, accountants or other persons that the JPLs may
employ.

To promote cooperation and comity among the Bankruptcy Court and
the Bermuda Court and to avoid jurisdictional disputes with
respect to the payment of the fees and expenses of the JPLs and
professionals rendering services to them in Bermuda, the United
States, the United Kingdom or elsewhere, the Debtors and the
JPLs wish to enter into the Fee Protocol regarding the
procedures for the payment of the fees and expenses of the JPLs
and the JPL Professionals.

The Protocol provides that:

    (a) The Bermuda Court will have exclusive jurisdiction and
        power to determine the compensation of the JPLs and the
        JPL Professionals rendering services to the JPLs.  The
        JPLs and JPL Professionals will be compensated for their
        services in accordance with the laws of Bermuda,
        including the Bermuda court orders.

    (b) The fees and expenses of the JPLs and the JPL
        Professionals will be paid from funds contained in RCM's
        prepetition bank accounts and any DIP Accounts without
        the necessity of further Bankruptcy Court order, and
        according to the terms of those orders which have been
        or may be entered by the Bermuda Court.

    (c) RCM will be permitted to transfer funds from the DIP
        Accounts to fund the payment of professional fees and
        expenses, and will keep and maintain accurate books and
        records of all those transfers.

    (d) The JPLs reserve the right to seek approval from the
        Bankruptcy Court and the Bermuda Court for RCM, as a
        debtor in a case under the Bankruptcy Code, to transfer
        funds to a separate Bermuda account in its own name for
        the purpose of managing the provisional liquidation
        process in the Bermuda Court, including payment of the
        JPLs' fees and the fees of their professionals, payment
        of court costs and government fees, payment of defense
        costs in actions brought against RCM by parties not
        subject to the Bankruptcy Court's jurisdiction and, in
        coordination with RCM's US bankruptcy case, payment of
        legitimate claims lodged by creditors not subject to the
        Bankruptcy Court's jurisdiction.

    (e) To provide an efficient and convenient manner to enable
        the Debtors, any official committees appointed in the
        U.S. Cases and the United States Trustee to review or
        comment on the fees and expenses of the JPLs and the JPL
        Professionals, the JPLs will first submit any request
        for reimbursement of the fees and expenses of the JPLs
        and the JPL Professionals to the Estate Representatives
        by overnight delivery.  The Estate Representatives will
        have at least 15 days after their receipt to review the
        statement.

        If no objections are received from the Estate
        Representatives within 35 days from the date a JPL Fee
        Request is served, the JPLs may seek approval of that
        JPL Fee Request from the Bermuda Court.  If there is no
        objection or otherwise immediately on resolution of any
        objections, 80% of the fees and 100% of the expenses
        covered by that JPL Fee Request will be paid by RCM as
        an administrative expense from funds contained in RCM's
        DIP Accounts.

    (f) If any Estate Representative has an objection to the
        compensation or reimbursement of expenses sought in a
        particular JPL Fee Request, the Estate Representative
        will, within 35 days after its receipt, serve on the
        JPLs a written "Notice of Object to JPL Fee Request,"
        setting forth the nature of the objection and the amount
        of fees or expenses at issue.  The parties agree in good
        faith to try to resolve any objections within five
        business days from the date any objections are served on
        the JPLs.

    (g) If the objections cannot be resolved, the JPLs will file
        within three business days thereafter an appropriate
        pleading -- the Contested JPL Fee Request -- together
        with any objections received from any of the Estate
        Representatives, with the Bermuda Court so that the
        matter can be heard at the first available hearing date;
        provided, however, the JPLs may seek approval of any
        fees and expenses which are not objected to from the
        Bermuda Court at the same time and, if approved, 80% of
        those fees and 100% of those expenses will be paid from
        RCM's DIP Accounts without necessity of further
        Bankruptcy Court order, according to the terms of those
        orders which have been or may be entered by the Bermuda
        Court.  The JPLs will have the right to file a reply to
        any objection.  The remaining unpaid 20% of the fees
        covered by all JPL Fee Requests will be paid by RCM from
        funds contained in RCM's DIP Account to the extent
        approved by the Bermuda Court following an application
        by the JPLs on a quarterly basis.

    (h) The service or lack of an objection will not prejudice
        the objecting party's right to object to any application
        made by the JPLs to the Bermuda Court on any ground,
        whether raised in the objection or not.  Furthermore,
        the decision by any party not to object to a JPL Fee
        Request will not be a waiver of any kind or prejudice to
        that party's right to object to any application
        subsequently made to the Bermuda Court.

    (i) The pendency of an application or a Bermuda Court order
        that payment of compensation or reimbursement of
        expenses was improper as to a particular JPL Fee Request
        will not disqualify the JPLs from the future payment of
        compensation or reimbursement of expenses as set forth,
        unless otherwise ordered by the Bermuda Court.

    (j) Neither the payment of, nor the failure to pay, in whole
        or in part, a JPL Fee Request for compensation and
        reimbursement as provided will have any effect on the
        Bermuda Court's final allowance of compensation or
        reimbursement of expenses of the JPLs or the right of
        any party-in-interest to contest the allocation of
        payment of the compensation or reimbursement of expenses
        or that there is insufficient property of the estate to
        pay those amounts.

    (k) The JPLs and the JPL Professionals will have the right
        and standing to:

           (i) appear and be heard in the Bankruptcy Court with
               respect to any issues and matters relating to the
               Fee Protocol to the same extent as creditors and
               other interested parties domiciled in the forum
               country, subject to any local rules and
               regulations generally applicable to all parties
               appearing in the forum; and

          (ii) file notices of appearance or other papers with
               the clerk of the Bankruptcy Court.

    (l) The Estate Representatives will have the right and
        standing to:

           (i) appear and be heard in the Bermuda Court with
               respect to any issues and matters relating to the
               Fee Protocol to the same extent as creditors and
               Other interested parties domiciled in the forum
               country, subject to any local rules or
               regulations generally applicable to all parties
               appearing in the forum; and

          (ii) file notices of appearance or other papers with
               the Bermuda Court.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In
addition to its futures brokerage activities, Refco is a major
broker of cash market products, including foreign exchange,
foreign exchange options, government securities, domestic and
international equities, emerging market debt, and OTC financial
and commodity products.  Refco is one of the largest global
clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.
Refco reported $16.5 billion in assets and $16.8 billion in
debts to the Bankruptcy Court on the first day of its chapter 11
cases. (Refco Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)



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AGUAS DEL ILLIMANI: Pozo y Asociados to Start Audit Soon
--------------------------------------------------------
Consultancy firm Pozo y Asociados is expected to begin an audit
of water utility Aguas del Illimani (AISA) as soon as possible,
Business News Americas reports, citing a spokesperson from basic
services regulator Sisab.

The audit, which will cover a complete review of AISA's tenure
since taking over the utility in 1997 under a 30-year
concession, will last until March, the spokesperson added.

The government ordered Sisab to carry out a wide-ranging audit
of AISA after local residents groups launched a series of street
protests in 2003 against the concessionaire, alleging poor
service just six years into its concession.

But AISA PR official Tania Jalding insists the Company has
fulfilled all obligations specified in the contract. The utility
released operation reports on a regular basis, Jalding said. If
there had been any irregularities, Sisab would have noticed them
before and not after eight years, she added.

If the audit finds that the Company has indeed honored its
obligations as outlined in the concession contract, AISA will
maintain its interest in staying in Bolivia, Jalding said.

The government has said it would seek the rescission of AISA's
contract on the grounds that the Company, a unit of French
services group Suez, has failed to comply with its investment
obligations.



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B R A Z I L
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AES CORP: Lenders Extend Default Waiver Under Credit Agreement
--------------------------------------------------------------
The lenders under the AES Corp.'s Amended and Restated Credit
Agreement have extended until January 20, 2006 the waiver of any
default or event of default under the credit agreement which may
arise by virtue of the Company's failure to deliver to the
lenders the Company's June 30, 2005 and September 30, 2005 Form
10-Q financial statements.

Because the Company did not file its June 30, 2005 and September
30, 2005 Form 10-Q by the SEC's filing deadline, the Company was
not in compliance with its indentures governing the Company's
senior notes, senior subordinate notes and junior subordinated
notes, but that non-compliance does not result in an automatic
event of default or the acceleration of the notes.  However,
either the trustee under any of the indentures or the holders of
at least 25% of the outstanding principal amount of any such
series of notes has the right to accelerate the maturity of that
series of notes if the Company failed to file and deliver its
June 30, 2005 Form 10-Q, September 30, 2005 Form 10-Q and other
periodic reports within 60 days after written notice of such
default, unless holders of a majority of each such series of the
notes waive compliance with the filing and delivery requirement.

Under the indentures and the Amended and Restated Credit
Agreement, the Company must file periodic reports with the SEC
and furnish copies to the trustees and the noteholders under its
indentures and each lender under the credit facility.  All of
the indentures, provide that an event of default occurs
thereunder when an event of default occurs under any other
indebtedness of AES in excess of $50 million and either (a) such
default arises from the failure to pay the principal at final
maturity or (b) as a result of such default, the maturity of
such debt has been accelerated and such acceleration has not
been annulled within 60 days.  The Amended and Restated Credit
Agreement contains a cross-default provision that provides that
the Company's default on indebtedness in amounts in excess of
$50 million would constitute an event of default under the
Amended and Restated Credit Agreement.

WAIVER NO. 4 TO THIRD AMENDED AND RESTATED CREDIT AND
REIMBURSEMENT AGREEMENT (this "Waiver") among The AES
Corporation, a Delaware corporation (the "Borrower"), the
Subsidiary Guarantors, the Bank Parties listed on the signature
pages hereto, CITICORP USA, INC., as administrative agent (the
"Agent") and CITIBANK, N.A., as Collateral Agent, for the Bank
Parties (the "Collateral Agent").

PRELIMINARY STATEMENTS

1) WHEREAS, the Borrower is party to a Third Amended and
Restated Credit and Reimbursement Agreement dated as of March
17, 2004 (as amended, amended and restated, supplemented or
otherwise modified up to the date hereof, the "Credit
Agreement"; capitalized terms used herein but not defined shall
be used herein as defined in the Credit Agreement) among the
Subsidiary Guarantors, the Bank Parties, CITIGROUP GLOBAL
MARKETS, INC., as Lead Arranger and Book Runner, BANC OF AMERICA
SECURITIES LLC, as Lead Arranger and Book Runner and as Co-
Syndication Agent (for the Initial Term Loan Facility), DEUTSCHE
BANK SECURITIES INC., as Lead Arranger and Book Runner (for the
Initial Term Loan Facility), UNION BANK OF CALIFORNIA, N.A., as
Co-Syndication Agent (for the Initial Term Loan Facility) and as
Lead Arranger and Book Runner and as Syndication Agent (for the
Revolving Credit Facility), LEHMAN COMMERCIAL PAPER INC., as Co-
Documentation Agent (for the Initial Term Loan Facility), UBS
SECURITIES LLC, as Co-Documentation Agent (for the Initial Term
Loan Facility), SOCIETE GENERALE, as Co-Documentation Agent (for
the Revolving Credit Facility), CREDIT LYONNAISE NEW YORK
BRANCH, as Co-Documentation Agent (for the Revolving Credit
Facility), the Agent and the Collateral Agent;

2) WHEREAS, the Borrower has requested that the Required Banks
agree to waive certain provisions of the Credit Agreement;

3) WHEREAS, the Required Banks have agreed, subject to the terms
and conditions hereinafter set forth, to waive certain
provisions of the Credit Agreement as set forth below;

4) WHEREAS, on July 27, 2005, the Borrower announced that, as a
result of the continuing evaluation of the its deferred income
tax accounting and reconciliation controls process, the Borrower
would restate its 2002, 2003, 2004 and first quarter 2005
financial statements (the "Restatement");

5) WHEREAS, the Borrower (x) was not able to timely deliver the
financial statements and certificates required by Sections
5.01(b) and 5.01(d) with respect to the quarter ended June 30,
2005 (the "Q2 Financial Information") and (y) was not able to
timely deliver the financial statements and certificates
required by Sections 5.01(b) and 5.01(d) with respect to the
quarter ended September 30, 2005 (the "Q3 Financial
Information");

6) WHEREAS, on August 19, 2005, pursuant to Amendment No. 3 and
Waiver No. 1 to the Credit Agreement ("Waiver No. 1"), the
Required Banks granted an extension for the delivery of the Q2
Financial Information until October 15, 2005;

7) WHEREAS, on October 15, 2005, pursuant to Amendment No. 6 and
Waiver No. 2 to the Credit Agreement ("Waiver No. 2"), the
Required Banks granted an extension for the delivery of the Q2
Financial Information until November 29, 2005; and

8) WHEREAS, on November 18, 2005, pursuant to Waiver No. 3 to
the Credit Agreement ("Waiver No. 3"), the Required Banks
granted an extension for the delivery of the Q2 Financial
Information and the Q3 Financial Information until December 31,
2005.

NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the sufficiency and receipt of
all of which is hereby acknowledged, the parties hereto hereby
agree as follows:

SECTION 1. Waivers. As of the Effective Date, the Required Banks
hereby grant the following waivers under the Credit Agreement:

a) Q2 Financial Information; Q3 Financial Information.
Notwithstanding the provisions of the Credit Agreement, (i) the
Required Banks hereby waive compliance by the Borrower with the
provisions of Sections 5.01(b) and (d) with respect to the
requirement to deliver to the Bank Parties, on or prior to
August 29, 2005 (as extended to December 31, 2005 pursuant to
Waiver No. 1, Waiver No. 2 and Waiver No. 3), the Q2 Financial
Information and agree that no such failure to comply shall be
considered a Default or Event of Default arising under Section
6.01(c) of the Credit Agreement; provided that, it shall
constitute an Event of Default under the Credit Agreement if any
of such Q2 Financial Information is not delivered to the Bank
Parties on or prior to January 20, 2006 and (ii) the Required
Banks hereby waive compliance by the Borrower with the
provisions of Sections 5.01(b) and (d) with respect to the
requirement to deliver to the Bank Parties, on or prior to
November 29, 2005 (as extended to December 31, 2005 pursuant to
Waiver No. 3), the Q3 Financial Information and agree that no
such failure to comply shall be considered a Default or Event of
Default arising under Section 6.01(c) of the Credit Agreement;
provided that, it shall constitute an Event of Default under the
Credit Agreement if any of such Q3 Financial Information is not
delivered to the Bank Parties on or prior to January 20, 2006.

b) Cross Default. Notwithstanding the provisions of the Credit
Agreement, the Required Banks hereby waive any Default or Event
of Default now existing or hereafter arising under Section
6.01(f) of the Credit Agreement resulting from a default under
any indenture governing Material Debt of the Borrower due to any
failure by the Borrower to timely file with the SEC its
quarterly report on Form 10-Q for the quarter ended June 30,
2005 or the quarter ended September 30, 2005 or to timely
deliver either such report to the trustee for such Material
Debt; provided, however, that (x) the exercise by any trustee or
the requisite holders of Material Debt of their right to give a
notice of acceleration pursuant to the relevant indenture by
reason of the existence of such default under such indenture or
(y) the acceleration of any such Material Debt shall, in the
case of either clause (x) or (y), constitute an immediate Event
of Default.

SECTION 2. Conditions to Effectiveness.  This Waiver shall
become effective when, and only when, and as of the date (the
"Effective Date") on which (a) the Agent shall have received
counterparts of this Waiver executed by the Borrower and each of
the Subsidiary Guarantors and the Required Banks or, as to any
of the Required Banks, advice satisfactory to the Agent that
such Bank Party has executed this Waiver, (b) the Agent shall
have received payment of all accrued fees and expenses of the
Agent (including the reasonable and accrued fees of counsel to
the Agent invoiced on or prior to the date hereof), (c) the
Agent shall have received a favorable opinion of the Assistant
General Counsel of the Borrower regarding the due authorization,
execution and delivery of this Waiver and other matters
reasonably requested by the Agent and (d) the Agent shall have
received a certificate signed by a duly authorized officer of
the Borrower dated the Effective Date, to the effect that, after
giving effect to this Waiver: (i) the representations and
warranties contained in each of the Financing Documents are true
and correct in all material respects on and as of the Effective
Date as though made on and as of such date (unless stated to
relate solely to an earlier date, in which case such
representations and warranties are true and correct in all
material respects as of such earlier date); and (ii) no Default
has occurred and is continuing.

This Waiver is subject to the provisions of Section 10.05 of the
Credit Agreement.

SECTION 3. Representations and Warranties. The Borrower
represents and warrants as follows:

a) The representations and warranties contained in each of the
Financing Documents, after giving effect to this Waiver, are
correct in all material respects on and as of the date of this
Waiver, as though made on and as of such date (unless stated to
relate solely to an earlier date, in which case such
representations and warranties are true and correct in all
material respects as of such earlier date).

b) After giving effect to this Waiver, no Default has occurred
and is continuing on the date hereof.

SECTION 4. Reference to and Effect on the Financing Documents.

a) On and after the Effective Date, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of
like import referring to the Credit Agreement, and each
reference in the Notes and each of the other Financing Documents
to "the Agreement", "thereunder", "thereof", or words of like
import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement, as modified hereby.

b) The Credit Agreement, the Notes and each of the other
Financing Documents, as specifically modified by this Waiver,
are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed.  Without limiting
the generality of the foregoing, the Collateral Documents and
all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under
the Financing Documents, in each case as modified by this
Waiver.

c) The execution, delivery and effectiveness of this Waiver
shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Credit Agreement or
the other Financing Documents, nor constitute a waiver of any
provision of the Credit Agreement or the other Financing
Documents.

SECTION 5. Affirmation of Subsidiary Guarantors. Each Subsidiary
Guarantor hereby consents to the waivers to the Credit Agreement
effected hereby, and hereby confirms and agrees that,
notwithstanding the effectiveness of this Waiver, the
obligations of such Subsidiary Guarantor contained in Article IX
of the Credit Agreement or in any other Financing Documents to
which it is a party are, and shall remain, in full force and
effect and are hereby ratified and confirmed in all respects,
except that, on and after the effectiveness of this Waiver, each
reference in Article IX of the Credit Agreement and in each of
the other Financing Documents to "the Agreement", "thereunder",
"thereof" or words of like import shall mean and be a reference
to the Credit Agreement, as modified by this Waiver.  Without
limiting the generality of the foregoing, the Collateral
Documents to which such Subsidiary Guarantor is a party and all
of the Collateral described therein do, and shall continue to
secure, payment of all of the Secured Obligations (in each case,
as defined therein).

SECTION 6. GOVERNING LAW. THIS WAIVER AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.

SECTION 7. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS WAIVER OR THE
ACTIONS OF THE COLLATERAL TRUSTEES OR THE AGENT IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

SECTION 8. Execution in Counterparts. This Waiver may be
executed by one or more of the parties to this Waiver on any
number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same
instrument.

SECTION 9. Costs and Expenses. The Borrower hereby agrees to pay
all reasonable costs and expenses associated with the
preparation, execution, delivery, administration, and
enforcement of this Waiver, including, without limitation, the
fees and expenses of the Collateral Trustees' and the Agent's
counsel and other out-of-pocket expenses related hereto.
Delivery of an executed counterpart of a signature page to this
Waiver by telecopier shall be effective as delivery of a
manually executed counterpart of this Waiver.

CONTACT: AES Corporation
         Media Contact
         Robin Pence
         Phone: 703-682-6552
                  or
         Investor Contact
         Scott Cunningham
         Phone: 703-682-6336


CESP: Moody's Assigns B2 Rating; Outlook Stable
-----------------------------------------------
Moody's Investors Service ("Moody's") assigned Monday a B2
global local currency ("GLC") corporate family rating to CESP -
Companhia Energetica de Sao Paulo. The rating outlook is stable.

With over 73% of its voting shares directly and indirectly owned
by the Government of the State of Sao Paulo ("State"), CESP is
qualified by Moody's as a Government-Related Issuer ("GRI").
According to Moody's rating methodology for GRIs (please refer
to Moody's special comment "Rating Government-Related Issuers in
Americas Corporate Finance" at moodys.com), CESP's B2 GLC
corporate family rating reflects its baseline rating, and
incorporates Moody's view of the medium default dependence
between CESP and the State of Sao Paulo in addition to Moody's
expectation of a medium level of support that would be provided
by the State if CESP if the company were to require an
extraordinary bailout.

The baseline rating of CESP reflects Moody's view of the very
high fundamental credit risk of CESP, and consequently, of a
high likelihood that the company will require an extraordinary
bailout in the foreseeable future. To a large extent, this is
based on the high refinancing risk deriving from its excessive
indebtedness when compared to cash flow generation. The baseline
rating also incorporates the company's significant devaluation
and interest rate risks, the hydrology risk, and the still
existing uncertainties related to Brazil's regulatory framework.
The baseline rating is, however, supported by the company's
position as Brazil's second largest power generator and its
strong operating margins.

CESP plays a major role in the country's energy sector,
representing some 8% of Brazil's power generation capacity, and
about 11% of the country's installed capacity of hydraulic
energy generation. The company also represents about 59% of the
energy generated in the State of Sao Paulo -- the main
industrial state in Brazil representing around 1/3 of the
national GDP - and 37% of the state's energy consumption in
2004. Its strategic importance to the regional and national
economies is evidenced by the fact that around 50% of CESP's
total adjusted debt (including underfunded pension obligations
and refinanced taxes) is owed to the Federal Government,
including BNDES, and is mostly guaranteed by the State.

Operating efficient and low-cost hydroelectric plants, CESP has
historically reported strong EBITDA margins in the mid-to-high
70s range. Moody's believes that the company's EBITDA margin
will decline moderately in 2005 and 2006 as a result of the
lower energy prices achieved in the energy auction of December
2004 within the new regulatory framework. However, operating
margins should be able to, rebound to historic levels thereafter
as contracted energy prices increase along with the market's
general perception of higher potential for power shortage in
2009 given the growing demand for energy combined with the delay
to expand the country's generation capacity.

CESP is part in several legal disputes originated prior to the
spin-off of its privatized distribution subsidiaries (Elektro,
Eletropaulo, Bandeirantes, etc), which were ultimately assumed
by CESP. At 12/31/2004 these contingencies amounted to BRL 2,205
mln, of which 23% were provisioned and 5% covered with pledged
deposits.

CESP's energy is generated exclusively by hydroelectric plants
with significant geographical concentration of its plants. Over
99% of its generation capacity is located in the western part of
the State of Sao Paulo, partially on the Tiete river and, more
significantly, on the Parana river that results from the merger
of the Grande and Paranaiba rivers. The company's Tres Irmaos
(on the Tiete river) and Ilha Solteira (on the Parana river)
operate on an integrated basis, with their respective water
reservoirs connected by a 9-km long canal. In 2001 and 2002 the
energy sector in Brazil was severely impacted by a 9-month power
rationing period due to insufficient rainfalls in the country's
southeastern and mid-western regions (where CESP's plants are
located) during 4 consecutive years, only comparable with the
1952-1956 period.

Moody's believes that the risk of a new rationing caused by
unfavorable hydrologic conditions has decreased significantly
over the past years in view of the expansion of the transmission
network connecting the different regions of the country, and the
construction of thermopower plants that provide flexibility to
the ONS to manage the water reservoir levels in a way to
substantially reduce hydrology risk.

Following the 2001/2002 rationing period, changed habits of the
consumers led to reduced demand for energy by power distribution
companies. As a consequence, CESP concentrated efforts on direct
sales to final consumers - the so-called "free consumers" --
with a substantial diversification of its customers base.
Although the significant portion of revenues generated from the
sale of energy to free consumers within the unregulated energy
market is, in general, regarded with reserves by Moody's, we
understand the risk is somewhat mitigated by the company's
diversified client base, contractual guarantees, and by the
standardization of the supply contracts that are registered with
the regulator ANEEL. CESP's rating also incorporates the
existing uncertainties related to the Brazilian regulatory
framework for power companies, which Moody's views as still
under development.

Moody's recognizes the joint-effort of CESP's management and the
State of Sao Paulo to improve the company's debt profile and
capital structure through the gradual replacement of foreign
currency debt with local currency loans and through the
announced capital increase of CESP with the proceeds from the
privatization of CTEEP - Companhia de Transmissao de Energia
Eletrica Paulista for estimated BRL 1 billion. This capital
injection is expected to take place in the first quarter of
2006.

Although CESP is contractually committed to use the proceeds of
the capital injection to repay BNDES debt, Moody's expects that
the still excessive indebtedness after the capitalization and
the high cost of its debt will continue to impair the company's
profitability and constrain free cash flow. In addition, CESP
will continue to show high devaluation and interest rate risks,
as some 46% of the company's debt is denominated in foreign
currency while revenues are originated exclusively in local
currency, and a significant portion of CESP's local currency
debt is indexed to floating interest rates.

A medium level of dependence reflects the close relationship
between CESP and the State as characterized by the State's
majority ownership and oversight role in the company's strategic
plans and financial operations. The company's lack of own
internal liquidity suggests that it would not be able to survive
a default by the State.

A medium level of support reflects the strategic importance of
the company to the State's economy. In addition, the probability
of support reflects the perceived impact that a default of CESP
could have on the reputation of the State and its other
publicly-owned companies.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that CESP will
continue to present a high refinancing risk, despite support
from the State of Sao Paulo and the Federal Government.

WHAT COULD CHANGE THE RATING UP OR DOWN

CESP's rating could come under upward pressure in the event of a
consistent decrease in its indebtedness, higher levels of
predictable state support, or improved creditworthiness of the
State of Sao Paulo, together with a general improvement in the
Brazilian regulatory environment.

Conversely, the rating would come under downward pressure should
the level of the State's support be reduced and / or the
creditworthiness of the State of Sao Paulo deteriorate.

Headquartered in Sao Paulo - Brazil, CESP is the country's
second largest power generator, majority owned by the State of
Sao Paulo. CESP operates 6 hydroelectric plants with total
capacity of 7,456 MW and reported net revenues of BRL 1.9
billion (approximately USD 690 million) in the last twelve
months through June 30, 2005.


USIMINAS: CVRD Looks to Participate in Management Team
------------------------------------------------------
Iron ore miner CVRD (NYSE: RIO) is negotiating with Usiminas'
shareholders to participate in the management of the steelmaker,
CVRD executive director of new business, Murilo de Oliveira
Ferreira, revealed.

CVRD has a 23% stake in Usiminas but it is not in the group of
controlling shareholders, which includes Nippon Usiminas
(18.4%), Caixa dos Empregados da Usiminas (13.4%), Camargo Corra
(7.3%), Votorantim (7.3%), Bradesco (2.6%), Sudameris (1.9%) and
others (2.3%).

"It's natural that we [CVRD] would participate in the company
[Usiminas] board's decision making process since we are
supporting its expansion program," Ferreira said, referring to
the Belo Horizonte-based steelmaker's US$3-billion project to
build a new steel plant focused on plate production for exports.

Usiminas' investment partners could pay for 50% of the project
and CVRD has expressed willingness to lend a hand.

"We do not intend to take control of Usiminas or to become its
lead shareholder, but we want to participate in the company's
management," CVRD CFO Fbio Barbosa added.

CVRD's plans have met resistance from some shareholders such as
Nippon Usiminas, a consortium of Japanese investors led by steel
giant Nippon Steel, which does not want the steelmaker to expand
internationally and become a competitor.



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

HORIZON ASSET: Final General Meeting Set for Jan. 16
----------------------------------------------------
                HORIZON ASSET ADVISORY LTD.
                (In Voluntary Liquidation)
              The Companies Law (As Amended)

Notice is hereby given, pursuant to Section 145 of the Companies
Law (2004 Revision) that the final extraordinary general meeting
of the shareholders of the above company will be held at Marcy
Building, 2nd Floor, Purcell Estate, Road Town, Tortola, British
Virgin Islands, on 16th January 2006 at 3 pm (GMT) for the
purposes of:

Business:

1. Having an account laid before the members, showing how the
manner in which the winding up has been conducted and how the
property has been disposed of, and of hearing any explanation
that may be given by the liquidator; and

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:  CTS MANAGEMENT LTD., Sole Voluntary Liquidator
          Marcy Building, 2nd Floor, Purcell Estate
          Road Town, Tortola, British Virgin Islands
          Telephone: 1 (284) 494 2544
          Facsimile: 1 (284) 494 2552

          Address for service:
          Campbells
          4th Floor, Scotia Centre
          P.O. Box 884 GT
          Grand Cayman


NORTHSHORE FUND: To Present to Members Wind Up Account Jan. 16
--------------------------------------------------------------
                NORTHSHORE FUND I SPC
              (In Voluntary Winding Up)
           The Companies Law (2004 Revision)
                        Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of the above-named Company
will be held at the offices of Stuarts Walker Hersant on the 4th
Floor, Cayman Financial Centre, 36A Dr. Roy's Drive, George
Town, Grand Cayman, on Monday, 16th January 2006, for the
purpose of presenting to the members an account of the winding
up of the Company and giving any explanation thereof.

CONTACT:  TAMMY SEYMOUR and ARTHUR STEINBERG
          Joint Voluntary Liquidators
          Stuarts Walker Hersant
          PO Box 2510 GT, George Town
          Grand Cayman, Cayman Islands
          Contact for Enquiries: Richard Annette
          Telephone: 949-3344
          Facsimile: 949-2888


NORTHSHORE MASTER: To Hold Final General Meeting Jan. 16
--------------------------------------------------------
              NORTHSHORE MASTER FUND I SPC
                (In Voluntary Winding Up)
          The Companies Law (2004 Revision)
                      Section 145

NOTICE is hereby given pursuant to Section 145 of the Companies
Law that the final general meeting of the above-named Company
will be held at the offices of Stuarts Walker Hersant on the 4th
Floor, Cayman Financial Centre, 36A Dr. Roy's Drive, George
Town, Grand Cayman, on Monday, 16th January 2006, for the
purpose of presenting to the members an account of the winding
up of the Company and giving any explanation thereof.

CONTACT:  TAMMY SEYMOUR and ARTHUR STEINBERG
          Joint Voluntary Liquidators
          Stuarts Walker Hersant
          PO Box 2510 GT, George Town
          Grand Cayman, Cayman Islands
          Contact for Enquiries: Richard Annette
          Telephone: 949-3344



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

AES GENER: Ratings Reflect Improved Financial Profile
-----------------------------------------------------
Rationale

The ratings on AES Gener S.A. reflect its higher-than-average
power generation cost when compared with the relatively large
hydroelectric generators in Chile's Central Interconnected
System (SIC) under normal hydrological conditions and the
increasing natural gas supply risk that affects its natural gas-
fired generation and the cost of its power purchases. However,
thermal capacity provides protection from droughts, and large
long-term power sales contracts with solid offtakers like
Chilectra S.A. and Chilquinta Energia S.A. in the SIC at the
node price provide stable cash flow in periods of high
hydrology. The ratings also reflect that a great portion of its
cash flow comes from its operations in the growing Chilean
market (about 70% to 80% of its EBITDA), and its good financial
profile.

AES Gener's profit margin and cash flow generation highly depend
on the evolution of the node and spot electricity prices in the
SIC. Long-term contracted sales at the node price in the SIC
represent about 35% to 40% of total consolidated revenues. When
spot prices are below AES Gener's generation cost (e.g., in
periods when water availability is normal or high), the company
buys lower-cost power from the spot market to fulfill its power
sales contracts, and thus its margins improve. When spot prices
are higher, margins fall as AES Gener either buys more expensive
power in the spot market or generates at its own higher cost. In
this context, adverse hydrology and the shortages in natural gas
supply from Argentina (caused by restrictions imposed by the
Argentine government on natural gas exports to Chile) increase
the cost of buying and generating power given the need to burn
higher-cost fuels and significantly influence AES Gener's
margins.

Standard & Poor's expects AES Gener to weather the effects of
the natural gas restrictions without a significant deterioration
of its financial profile due to three main factors. First, the
significant increase in node prices in the SIC in 2004 and 2005
should somewhat offset the higher cost from burning more
expensive fuels or increasing its purchases at higher spot
prices, especially if natural gas shortages are combined with a
poor hydrology in the SIC. Second, Argentine natural gas exports
to Chile are unlikely to be fully interrupted at least through
2006. Third, Standard & Poor's expects the recent passage of the
Short Law II in May 2005 to result in new investments in power
generation that should reduce the country's dependence on
natural gas imported from Argentina by 2009 and thus, somewhat
limit spot prices in Chile. However, if Argentine natural gas
exports to Chile were highly restricted at the same time that
there is very poor hydrology in the SIC in the period before
2009, the company's cost of sales would increase significantly
above the current projected levels and would trigger a ratings
revision.

AES Gener's financial profile significantly improved after it
completed its debt-restructuring plan in June 2004, which
included a US$328 million debt reduction (26% of the total
consolidated debt held by the company as of December 2003) and
significant extension of debt maturities to levels more in
accordance with the company's cash generation capacity. As a
result, AES Gener's leverage decreased to a moderate 35.5% as of
September 30, 2005, if measured by total debt to total capital.
In addition, funds from operations (FFO) interest coverage and
FFO to total average debt reached 2.6x and 17% in the 12 months
ended September 2005 from 3.7x and 21.8% in fiscal 2004, mainly
as a result of higher generation costs due to higher consumption
of fuel oil. Although Standard & Poor's expects coverage
measures to remain volatile, reflecting changes in hydrology in
the SIC and varying natural gas shortages, current ratings
reflect the assumption that FFO interest coverage and FFO to
total average debt will remain between 3x and 4x and around 20%
to 25%, respectively, from 2005 to 2008.

AES Gener accounts for about 20% of Chile's total generating
capacity, with an installed capacity of 2,428 MW. The company is
98.79% indirectly owned by U.S.-based AES Corp. (B+/Positive/--
), whose rating is significantly lower than AES Gener's
corporate credit rating. In most circumstances, Standard &
Poor's will not rate the debt of a wholly owned subsidiary
higher than the debt of the parent. However, it makes exceptions
on the basis of the cumulative value provided by enhancements,
such as structural protections, covenants, and an independent
shareholder or director. The enhancements in place for AES
Gener, together with certain legal insulation provided by
Chilean bankruptcy law, provide Standard & Poor's with
sufficient comfort to allow for the current three-notch
separation.

Liquidity

AES Gener's liquidity is adequate, as evidenced by cash reserves
of about US$100 million on a consolidated basis as of Sept. 30,
2005, compared with US$105 million in short-term debt
maturities. In addition, the company has significantly improved
its financial flexibility after its debt restructuring in 2004
and now enjoys a good access to the financial markets. Standard
& Poor's expects AES Gener to maintain its sizable liquidity
position given its long-term debt profile and assuming normal
hydrology, manageable capital expenditures, manageable natural
gas supply shortages in the SIC in 2006, and a dividend payout
ratio of above 50%.

Outlook

The positive outlook incorporates Standard & Poor's expectation
that under a base case scenario, AES Gener's debt service
coverage ratios will continue improving in the next three years
despite the projected increase in natural gas shortages in
Chile. The ratings could be raised if AES Gener's financial
performance continues to consolidate and if there is evidence
that the company can weather a potential combination of natural
gas shortages with poor hydrology and high prices of alternative
fuels, mainly in 2007 and 2008, without a significant
deterioration of its debt-repayment capacity. On the other hand,
ratings could be lowered if a power supply crisis affects the
SIC and results in a strong deterioration of the company's
financial performance.

Primary Credit Analyst: Sergio Fuentes, Buenos Aires
(54) 114-891-2131; sergio_fuentes@standardandpoors.com

Secondary Credit Analyst: Luciano Gremone, Buenos Aires
(54) 11-4891-2143; luciano_gremone@standardandpoors.com



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

PAZ DEL RIO: Analyst Sees Sale Wrapping Up Before 1H06
------------------------------------------------------
Edgar Jimenez, an analyst from local brokerage Promotora
Bursatil, expects the sale of steelmaker Acerias Paz del Rio
(APR) to be completed before the end of the first half of 2006.

Business News Americas said Jimenez's forecast is based on the
fact that APR workers have expressed an interest in selling, as
well as the valuation process performed by Latinvesco Banca de
Inversion for Colombia's industrial development agency IFI's
6.9% stake and the government's 2.24% share in the Company.

In September, workers controlling 33.9% of APR approved the sale
of their stock, while government officials of Boyaca department,
where the steelmaker is located, have said the 20.9% stake held
by the department is not for sale.

Other shareholders holding some 36% of APR have also expressed
an interest in selling their shares.

"At least more than half the shareholders are interested in
selling, that's why I could give the assurance there will be a
sale," Jimenez said.

Jimenez also expects APR's share price to be pretty high.

"The share price expectation is around 80 pesos, but apparently
it could be more, the problem is that the mine valuation is
quite complicated," Jimenez said.

APR was trading at 62 pesos on Tuesday, compared to 15 pesos in
January this year.

Headquartered in the town of Belencito in central Boyaca
department, APR makes drawn wire, hot-rolled flats, bars and
rolls.

CONTACT: Acerias Paz Del Rio S.A.
         CARRERA 8A, N 13-31, PISOS 7-11
         4260 - Bogota
         Colombia
         Phone: +57 1 3411570
                +57 1 2823480



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

ROYAL SHELL: Chilean Lawmakers Question Enap's Move
---------------------------------------------------
Chile's state energy company Enap's acquisition of Royal Dutch
Shell plc's fuel retail businesses in Ecuador is now under fire.

Primax, a joint venture between Enap and Peru's Romero Group,
recently agreed to acquire Shell's retail business in Ecuador,
including a network of 60 retail service stations geographically
spread across the country.

Enap CEO Enrique Davila is expected to appear before the
senate's mining and energy committee early next month to shed
light on the acquisition.

According to Mining and Energy Committee President, Senator
Baldo Prokurica of the right-wing National Renovation (RN)
party, Ecuador's market poses considerable investment risks and
that investment in other countries distances Enap from its as
yet unfulfilled domestic responsibilities.

"I don't think this company should earn profits by gouging
Chileans, charging them such high prices and using that money to
invest in other countries while risking losses," newspaper
Diario Financiero quoted Prokurica as saying.

Senator Jaime Orpis of the right-wing Independent Democratic
Union (UDI) party also has his doubts regarding Enap's
international expansion while important projects in Chile, such
as investigating domestic sources of energy, have not yet been
carried out, the paper quoted him as saying.

However, Senator Orpis noted that he would take more time to
evaluate the risks and potential profits of Enap's expansion
before coming to a final decision.

Meanwhile, Senator Ricardo Nunez of the Socialist Party (PS)
defended Enap's decision, saying that countries like Ecuador and
Peru are good destinations for Chilean capital and that Enap
needs to grow abroad because its operations are limited by the
size of the domestic market.



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

BANCO AMERICANO: Fitch Cuts Ratings on Poor Performance
-------------------------------------------------------
Credit ratings agency Fitch Ratings slashed its ratings on El
Salvadorian niche bank Banco Americano and placed them on
negative long-term outlook.

Business News Americas reveals that Fitch cut Banco Americano's
long-term national scale rating to C(slv) from B-(slv) and
slashed its short-term rating to C(slv) from B(slv).

Banco Americano's poor operating performance and a shrinking
deposit base prompted the rating action. The bank was forced to
liquidate assets to preserve its liquidity due to a sharp drop
in its deposit base this year.

As of Sep. 30, the bank's assets fell 37% year-on-year to
US$62.9 million, while deposits plunged 81% to US$39.4 million.

Earlier this year, Banco Americano put itself up for sale as it
struggled to compete in a banking industry increasingly
dominated by a handful of big players.


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

BALLY TOTAL: Holder Seeks to Elect New Directors
------------------------------------------------
Pardus European Special Opportunities Master Fund L.P. (the
Fund), the holder of an aggregate of 5,475,000 shares of common
stock, par value $0.01 per share (Common Stock) of Bally Total
Fitness Holding Corporation is seeking to elect new members for
the Board of Directors in the coming Annual Meeting of
stockholders.

On December 29, 2005, the Fund wrote to Bally Total's other
stockholders:

Pardus European Special Opportunities Master Fund L.P. (the
Fund) is the holder of an aggregate of 5,475,000 shares of
common stock, par value $0.01 per share (Common Stock), of Bally
Total Fitness Holding Corporation, a Delaware corporation (the
Company or Bally), representing approximately 14.7% of the
issued and outstanding shares of Common Stock as of December 5,
2005 (based on information publicly disclosed by the Company).
The Fund does not believe that the current board of directors of
the Company is acting in the best interests of the Company's
stockholders and, therefore, the Fund and certain of its
affiliates and associates are seeking your support at the 2005
Annual Meeting of stockholders, including any adjournments or
postponements thereof and any special meeting that may be called
in lieu thereof (the 2005 Annual Meeting), which is presently
scheduled to be held at 8:30 a.m. (local time) on January 26,
2006 at the Renaissance Chicago O'Hare Hotel, 8500 West Bryn
Mawr Avenue, Chicago, Illinois, to take the following actions:

1) To elect Charles J. Burdick, Barry R. Elson and Don R.
Kornstein to serve as Class III directors on the Bally board of
directors;

2) To approve and adopt a binding resolution to repeal each
provision or amendment of the By-laws of the Company, if any,
adopted by the board of directors without the approval of the
Company's stockholders subsequent to May 25, 2005 (purportedly
the last date of reported changes) and prior to the approval and
adoption of such resolution at the 2005 Annual Meeting;

3) To vote against the adoption of the 2006 Omnibus Equity
Compensation Plan (as defined in the attached proxy statement);

4) To approve the ratification of KPMG LLP as the independent
auditor for the Company for the fiscal year ending December 31,
2005; and

5) To vote on the Liberation Proposals (as defined in the
attached proxy statement), if such Proposals are properly
brought before the 2005 Annual Meeting, and such other matters
as may properly come before the 2005 Annual Meeting.

The attached proxy statement and the enclosed GREEN proxy card
are first being furnished to the stockholders of the company on
or about December 29, 2005.

Messrs. Burdick, Elson and Kornstein are each committed to
acting in the best interest of the Company's stockholders and
has each consented to being named in this proxy statement and,
if elected, to serve as a director on Bally's board of
directors. Moreover, the Fund notes that the Company has
nominated Messrs. Burdick and Elson for election at the 2005
Annual Meeting and supports their candidacy. We believe that
your voice in the future of Bally can best be expressed through,
among other things, the election of Messrs. Burdick, Elson and
Kornstein at the 2005 Annual Meeting.

ACCORDINGLY, THE FUND URGES YOU TO CAREFULLY CONSIDER THE
INFORMATION CONTAINED IN THE ATTACHED PROXY STATEMENT AND THEN
SUPPORT THE FUND'S EFFORTS BY SIGNING, DATING AND RETURNING THE
ENCLOSED GREEN PROXY CARD TODAY TO VOTE (A) "FOR" THE ELECTION
OF CHARLES J. BURDICK, BARRY R. ELSON AND DON R. KORNSTEIN TO
CLASS III OF THE COMPANY'S BOARD OF DIRECTORS, (B) "FOR" THE
APPROVAL AND ADOPTION OF THE BY-LAW RESOLUTION TO REPEAL EACH
PROVISION OR AMENDMENT OF THE BY-LAWS OF THE COMPANY, IF ANY,
ADOPTED BY THE BOARD OF DIRECTORS WITHOUT THE APPROVAL OF THE
COMPANY'S STOCKHOLDERS SUBSEQUENT TO MAY 25, 2005 (PURPORTEDLY
THE LAST DATE OF REPORTED CHANGES) AND PRIOR TO THE APPROVAL AND
ADOPTION OF SUCH RESOLUTION AT THE 2005 ANNUAL MEETING, (C)
"AGAINST" THE ADOPTION OF THE 2006 OMNIBUS EQUITY COMPENSATION
PLAN, (D) FOR" THE RATIFICATION OF KPMG LLP AS THE COMPANY'S
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31,
2005, AND (E) "FOR" GRANTING TO THE PROXY HOLDERS DISCRETION ON
THE LIBERATION PROPOSALS, IF PROPERLY BROUGHT BEFORE THE 2005
ANNUAL MEETING, AND ALL OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE 2005 ANNUAL MEETING.

IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK,
BANK NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY IT
CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC
INSTRUCTIONS. ACCORDINGLY, PLEASE VOTE YOUR SHARES ACCORDING TO
THE ENCLOSED VOTING INSTRUCTION FORM OR CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE
ON YOUR
BEHALF THE GREEN PROXY CARD AS SOON AS POSSIBLE.

IMPORTANT

WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY BALLY. IF
YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BEFORE IT IS
VOTED BY DELIVERING A LATER-DATED GREEN PROXY CARD IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE, OR BY VOTING IN PERSON AT THE
2005 ANNUAL MEETING, OR BY DELIVERING TO THE CORPORATE SECRETARY
OF BALLY A WRITTEN NOTICE, BEARING A DATE LATER THAN THE DATE OF
THE PROXY, STATING THAT THE PROXY IS REVOKED. YOU SHOULD SEND
ANY NOTICE OF REVOCATION TO THE CORPORATE SECRETARY OF BALLY AT
BALLY'S EXECUTIVE OFFICES

LOCATED AT 8700 WEST BRYN MAWR AVENUE, CHICAGO, ILLINOIS 60631.
SEE "QUESTIONS AND ANSWERS ABOUT THIS PROXY SOLICITATION",
"VOTING PROCEDURES" AND "PROXY
PROCEDURES" IN THE PROXY STATEMENT ATTACHED HERETO.

Only holders of record of Bally's Common Stock as of the close
of business on December 20, 2005 (the "Record Date") are
entitled to notice of, and to attend and to vote at, the 2005
Annual Meeting. According to the proxy statement of Bally filed
with the Securities and Exchange Commission on December 6, 2005,
as of December 5, 2005 there were 38,094,479 shares of Common
Stock issued and outstanding. For the number of shares of Common
Stock issued and outstanding on the Record Date, please see the
Company's definitive proxy statement when filed with the
Securities and Exchange Commission. Stockholders of record at
the close of business on the Record Date will be entitled to one
vote at the 2005 Annual Meeting for each share of Common Stock
held on the Record Date.

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


CALPINE CORP: Final DIP Financing Hearing Set for Jan. 25
---------------------------------------------------------
As previously reported, the Honorable Burton R. Lifland of the
U.S. Bankruptcy Court for the Southern District of New York
authorized Calpine Corporation to borrow up to $500,000,000 of
its $2 billion DIP financing facility for working capital and
other general corporate purposes, and for payment of interest,
fees and expenses related to the DIP Documents.  The Company has
received commitments for the DIP facility from Deutsche Bank and
Credit Suisse First Boston.

Pursuant to Section 364(c)(1) of the Bankruptcy Code, all of the
DIP Obligations will constitute allowed claims against the
Calpine Corporation and its debtor-affiliates with priority over
any and all administrative expenses, diminution claims and all
other claims against the Debtors, Judge Lifland rules.

The DIP lenders are granted:

   (a) first lien on cash balances and unencumbered property;
   (b) liens junior to certain other liens; and
   (c) liens senior to certain other liens.

A full-text copy of the Interim DIP Financing Order is available
for free at http://bankrupt.com/misc/calpine_interimDIPorder.pdf

                 Final DIP Financing Hearing

The Court will convene the Final DIP Financing Hearing on
January 25, 2006, at 10:00 a.m.  Objections must be filed and
served no later than January 19, 2006, at 4:00 p.m., prevailing
Eastern time.

At the Final Hearing, the Debtors will seek the Court's
authority to obtain the balance of the borrowings and letter of
credit issuances under the DIP Documents.

The Debtors will also seek to grant to the Collateral Agent on
behalf of the DIP Lenders a superpriority claim to the proceeds
of any Avoidance Actions, including, without limitation, any
property that is subject to an asserted prepetition lien that is
thereafter avoided by the Debtors or any other party-in-
interest.

Furthermore, the Debtors will seek a waiver of all claims under
Section 506(c) of the Bankruptcy Code so that, except to the
extent of the Carve Out, no expenses of administration will be
charged against or recovered from the Collateral pursuant to
Section 506(c) of the Bankruptcy Code, without the prior written
consent of the Collateral Agent and no consent will be implied
from any other action, inaction, or acquiescence by the
Collateral Agent or the DIP Lenders.

Peter Pantaleo, Esq., and David Mack, Esq., at Simpson Thacher &
Bartlett LLP, represent Deutsche Bank and Credit Suisse.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities
with electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec.
20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M.
Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and
Robert G. Burns, Esq., at Kirkland & Ellis LLP, represent the
Debtors in their restructuring efforts.  As of Dec. 19, 2005,
the Debtors listed $26,628,755,663 in total assets and
$22,535,577,121 in total liabilities. (Calpine Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


EMPRESAS ICA: Govt. OKs Purchase of Additional 36% Stake in GACN
----------------------------------------------------------------
Construction firm Empresas ICA has secured the government's
approval to purchase an additional 36% stake in airport operator
Grupo Aeroportuario Centro-Norte (GACN), reports Business News
Americas.

As a result, ICA will have effective corporate control of GACN,
as it will have 51% of the shares, directly and indirectly,
according to Rodolfo Salgado, head of the support unit for
structural change at the transport and communications ministry
(SCT).

Already, ICA had a stake in GACN through its shareholding in the
company SETA, which owns 15% of the airport operator. French
construction group Vinci recently sold its 34.25% holding in
SETA to ICA for US$38 million, giving ICA a 74.5% stake in the
firm.

The government owned the remaining 85% of GACN, but under the
firm's concession contract to run 13 airports in the country,
"if in a period of five years the federal government did not
issue 85% of the shares on the stock market, ICA would be able
to exercise its right to buy up to 36%," said ICA CEO Bernardo
Quintana.

"In addition to the 74.5% of the controlling shares [in Seta],
this is equivalent to 51% of the total shares [in GACN]," added
the executive.

The government's 36% stake in GACN cost ICA US$203 million, and
including the money it paid for its stock in SETA, the control
of the airport firm cost a total US$259 million. Of this figure,
US$100 million will be funded by ICA itself and the rest will be
financed in the short term by German bank WestLB AG.

CONTACT: Empresas ICA Sociedad Controladora S.A. de C.V.
         Col. Escandon Del Migual Hidalgo
         Mexico City, 11800
         Mexico
         Phone: 525-272-9991
         URL: http://www.ica.com.mx


UNITED RENTALS: Receives NYSE Listing Extension
-----------------------------------------------
United Rentals, Inc. (NYSE: URI) announced Tuesday that it has
received an extension for continued listing and trading on the
New York Stock Exchange until March 31, 2006. The company will
have until that date to file its December 31, 2004 Form 10-K
with the Securities and Exchange Commission. If the company does
not make this filing by March 31, 2006, the NYSE will initiate
suspension and delisting procedures. The extension is subject to
review by the NYSE on an ongoing basis.

About United Rentals

United Rentals, Inc. is the largest equipment rental company in
the world, with an integrated network of more than 740 rental
locations in 48 states, 10 Canadian provinces and Mexico. The
company's 13,500 employees serve construction and industrial
customers, utilities, municipalities, homeowners and others. The
company offers for rent over 600 different types of equipment
with a total original cost of $3.96 billion. United Rentals is a
member of the Standard & Poor's MidCap 400 Index and the Russell
2000 Index(R) and is headquartered in Greenwich, Connecticut.

CONTACT:  United Rentals, Inc.
          Chuck Wessendorf
          Tel: 203-618-7318
          E-mail: cwessendorf@ur.com
          URL: www.unitedrentals.com



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

CADAFE: ZTE Using Company's Infrastructure in Broadband Proj.
-------------------------------------------------------------
Chinese equipment supplier ZTE has agreed to offer broadband
services in Venezuela, reports Business News Americas.

Cadafe president and energy and oil deputy minister Nervis
Villalobos said the agreement, which entails investments of
US$312 million, will see ZTE using infrastructure owned by state
electricity firm Cadafe.

Villalobos said the project includes installing a 9,000km fiber
optic network.

"In the next few years Cadafe, or whoever the Venezuelan state
designates, will be able to offer such services as broadband
internet access, cable TV and telephony," Villalobos said.

Cadafe operates Venezuela's backbone electricity transmission
network and has 2.5 million clients.


PDVSA: 2005 Gross Income Up 28% V. 2004
---------------------------------------
State oil company Petroleos de Venezuela (PDVSA) reported gross
income of US$83 billion for the year 2005, 28% higher compared
to last year, said Energy Minister and PDVSA head Rafael
Ramirez.

Ramirez also informed that the Company's net profit reached
US$9.4 billion, 117% higher than last year's figure.

This year, PDVSA's average output is 3.3 million barrels per day
(bpd) and is expected to rise to 3.4 million next year, the
minister said.

Under a plan called Seeding Petrol, Venezuela hopes to raise
production by more than 1.5 folds to 5.8 million bpd by 2012 and
produce 10 billion cubic feet of natural gas a year.

The Company's investment will increase to about 40% higher in
2006, reaching to US$7 billion. Seventy percent of the money
will be used in exploration and production.

In 2006, PDVSA is expected to concentrate on gas production and
heavy oil deposits in Venezuela's Orinico strip, and on projects
like the Gran Mariscal Industrial Complex in Ayacucho, whose
cornerstone will be laid in January.


PDVSA: Urges ExxonMobil to Convert Operating Agreement into JV
--------------------------------------------------------------
Petroleos de Venezuela (PDVSA) is pressing for the conversion of
US oil major ExxonMobil's Cauimare-La Ceiba operating agreement
into a joint venture controlled by PDVSA, Business News Americas
reports.

Unless ExxonMobil agrees to do so, it will not be allowed to
participate in new business opportunities with PDVSA, energy and
oil minister and PDVSA president Rafael Ramirez informed.

Ramirez added that ExxonMobil will not be able to expand
existing operations in Venezuela until it accepts the joint
venture.

"We have our selection process for companies. Right now,
[ExxonMobil] are not eligible for new businesses," he said.

Ramirez stated that PDVSA and ExxonMobil are still discussing
the terms of a JV for La Ceiba.

The other nineteen companies in 31 operating agreements
representing production of 532,240 barrels a day (b/d) have
already entered into preliminary agreements to shift to new
joint ventures in which PDVSA will have an average 60% stake.

ExxonMobil is still holding out ahead of the December 31
deadline to accept the new terms.

The Venezuelan government reportedly sent ExxonMobil an
ultimatum in the last few days asking the company to sign the
preliminary agreement, causing ExxonMobil to reevaluate its
position in the country.

The Cuaimare-La Ceiba field is operated by ExxonMobil with a 25%
stake, while Spain's Repsol YPF (NYSE: REP) owns the remaining
75%. The field produces 15,000b/d in eastern Venezuela.

PDVSA and ExxonMobil are partners in several high-profile joint
ventures, including Cerro Negro, the billion-dollar Orinoco oil
belt project that produces 100,000b/d-plus of synthetic crude,
and Chalmette, the Louisiana-based, built-to-spec refinery where
that crude is processed.




                            ***********


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

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA. John D. Resnick, Edem Psamathe P. Alfeche and
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Copyright 2005.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
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