8-K

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): December 19, 2005

KAISER ALUMINUM & CHEMICAL
CORPORATION

(Exact name of Registrant as Specified in its Charter)

Delaware
(State of incorporation) 1-3605
(Commission File Number) 94-0928288
(I.R.S. Employer Identification Number)

27422 Portola Parkway, Suite 350 Foothill Ranch, California
(Address of Principal Executive Offices)	92610-2831 (Zip Code)

(949) 614-1740
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On December, 19, 2005, Kaiser Aluminum & Chemical Corporation (the “Company”), its parent, Kaiser Aluminum Corporation (“KAC”), 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 KAC. 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 10-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 KAC’s emergence from Chapter 11.

Item 1.03 Bankruptcy or Receivership

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”). Information regarding the Liquidating Plans and related disclosure statements are also posted in the Restructuring section of the Company’s web site at www.kaiseraluminum.com.

The Bankruptcy Court’s ruling does not resolve a dispute between the holders of the Company’s Senior Notes and the holders of the Company’s Senior Subordinated Notes (more fully described in the September Form 10-Q) regarding their respective entitlement to certain of the proceeds from 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 the Company and $11.0 million will be paid to the PBGC on behalf of the Company. 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 Liquidating Plans are attached hereto as Exhibits 2.1 through 2.8 and are incorporated herein by reference.

Item 8.01 Other Events

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 the Company, because holders of the Senior Subordinated Notes have acknowledged that their claims against the Company 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.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

	2.1 Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc. and Kaiser Jamaica Corporation, dated February 25, 2005 (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed by KAC, File No 1-9447)
*	2.2 Modification to the Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc. and Kaiser Jamaica Corporation, dated April 7, 2005
*	2.3 Second Modification to the Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc. and Kaiser Jamaica Corporation, dated November 22, 2005
*	2.4 Third Modification to the Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc. and Kaiser Jamaica Corporation, dated December 19, 2005

	2.5 Third Amended Joint Plan of Liquidation for Kaiser Alumina Australia Corporation and Kaiser Finance Corporation, dated February 25, 2005 (incorporated by reference to Exhibit 99.3 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed by KAC, File No 1-9447)
*	2.6 Modification to the Third Amended Joint Plan of Liquidation for Kaiser Alumina Australia Corporation and Kaiser Finance Corporation, dated April 7, 2005
*	2.7 Second Modification to the Third Amended Joint Plan of Liquidation for Kaiser Alumina Australia Corporation and Kaiser Finance Corporation, dated November 22, 2005
*	2.8 Third Modification to the Third Amended Joint Plan of Liquidation for Kaiser Alumina Australia Corporation and Kaiser Finance Corporation, dated December 19, 2005
*	99.1 Press Release dated December 20, 2005

* Included with this filing.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KAISER ALUMINUM & CHEMICAL CORPORATION (Registrant)
	By:	/s/ Daniel D. Maddox
Dated: December 22, 2005		Daniel D. Maddox
		Vice President and Controller

EXHIBIT INDEX

Exhibit 2.1	Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc. and Kaiser Jamaica Corporation, dated February 25, 2005 (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed by KAC, File No 1-9447)
Exhibit 2.2	Modification to the Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc. and Kaiser Jamaica Corporation, dated April 7, 2005*
Exhibit 2.3	Second Modification to the Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc. and Kaiser Jamaica Corporation, dated November 22, 2005*
Exhibit 2.4	Third Modification to the Third Amended Joint Plan of Liquidation for Alpart Jamaica Inc. and Kaiser Jamaica Corporation, dated December 19, 2005*
Exhibit 2.5	Third Amended Joint Plan of Liquidation for Kaiser Alumina Australia Corporation and Kaiser Finance Corporation, dated February 25, 2005 (incorporated by reference to Exhibit 99.3 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed by KAC, File No 1-9447)
Exhibit 2.6	Modification to the Third Amended Joint Plan of Liquidation for Kaiser Alumina Australia Corporation and Kaiser Finance Corporation, dated April 7, 2005*
Exhibit 2.7	Second Modification to the Third Amended Joint Plan of Liquidation for Kaiser Alumina Australia Corporation and Kaiser Finance Corporation, dated November 22, 2005*
Exhibit 2.8	Third Modification to the Third Amended Joint Plan of Liquidation for Kaiser Alumina Australia Corporation and Kaiser Finance Corporation, dated December 19, 2005*
Exhibit 99.1	Press Release dated December 20, 2005*

* Included with this filing.

EX-2.2

Exhibit 2.2

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

:
In re:	:
	:	Chapter 11 Case Nos.
ALPART JAMAICA INC. and	:	03-10144 and 03-10151
KAISER JAMAICA CORPORATION,	:	Jointly Administered Under
	:	Case No. 02-10429 (JKF)
	:
Debtors.	:
	:

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

Daniel J. DeFranceschi (DE 2732)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7700
Facsimile: (302) 651-7701

          - and -

Gregory M. Gordon (TX 08435300)
Henry L. Gompf (TX 08116400)
Troy B. Lewis (TX 12308650)
Daniel P. Winikka (TX 00794873)
JONES DAY
2727 North Harwood
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

Dated: April 7, 2005

     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).”

Dated: April 7, 2005	Respectfully submitted, ALPART JAMAICA INC.
	By:	/s/ John M. Donnan
		Name:	John M. Donnan
		Title:	Vice President and General Counsel
	KAISER JAMAICA CORPORATION
	By:	/s/ John M. Donnan
		Name:	John M. Donnan
		Title:	Vice President and General Counsel

COUNSEL:

/s/ Daniel J. DeFranceschi

Daniel J. DeFranceschi (DE 2732)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7700
Facsimile: (302) 651-7701

          — and —

Gregory M. Gordon (TX 08435300)
Henry L. Gompf (TX 08116400)
Troy B. Lewis (TX 12308650)
Daniel P. Winikka (TX 00794873)
JONES DAY
2727 North Harwood Street
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

EX-2.3

Exhibit 2.3

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

	:
In re:	:
	:	Chapter 11 Case Nos.
ALPART JAMAICA INC. and	:	03-10144 and 03-10151
KAISER JAMAICA CORPORATION,	:	Jointly Administered Under
	:	Case No. 02-10429 (JKF)
	:
Debtors.	:
	:

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

Daniel J. DeFranceschi (DE 2732)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7700
Facsimile: (302) 651-7701

          - and -

Gregory M. Gordon (TX 08435300)
Henry L. Gompf (TX 08116400)
Troy B. Lewis (TX 12308650)
Daniel P. Winikka (TX 00794873)
JONES DAY
2727 North Harwood
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

Dated: November 22, 2005

     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).”

2

Dated: November 22, 2005	Respectfully submitted, ALPART JAMAICA INC.
	By:	/s/ John M. Donnan
		Name:	John M. Donnan
		Title:	Vice President and General Counsel
	KAISER JAMAICA CORPORATION
	By:	/s/ John M. Donnan
		Name:	John M. Donnan
		Title:	Vice President and General Counsel

COUNSEL:

/s/ Daniel J. DeFranceschi

Daniel J. DeFranceschi (DE 2732)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7700
Facsimile: (302) 651-7701

          — and —

Gregory M. Gordon (TX 08435300)
Henry L. Gompf (TX 08116400)
Troy B. Lewis (TX 12308650)
Daniel P. Winikka (TX 00794873)
JONES DAY
2727 North Harwood Street
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

3

EX-2.4

Exhibit 2.4

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

	:
In re:	:
	:	Chapter 11 Case Nos.
ALPART JAMAICA INC. and	:	03-10144 and 03-10151
KAISER JAMAICA CORPORATION,	:	Jointly Administered Under
	:	Case No. 02-10429 (JKF)
	:
Debtors.	:
	:

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

Daniel J. DeFranceschi (DE 2732)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7700
Facsimile: (302) 651-7701

          - and -

Gregory M. Gordon (TX 08435300)
Henry L. Gompf (TX 08116400)
Troy B. Lewis (TX 12308650)
Daniel P. Winikka (TX 00794873)
JONES DAY
2727 North Harwood
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

Dated: December 19, 2005

     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

2

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.

3

Dated: December 19, 2005	Respectfully submitted, ALPART JAMAICA INC.
	By:	/s/ John M. Donnan
		Name:	John M. Donnan
		Title:	Vice President and General Counsel
	KAISER JAMAICA CORPORATION
	By:	/s/ John M. Donnan
		Name:	John M. Donnan
		Title:	Vice President and General Counsel

COUNSEL:

/s/ Daniel J. DeFranceschi

Daniel J. DeFranceschi (DE 2732)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7700
Facsimile: (302) 651-7701

          — and —

Gregory M. Gordon (TX 08435300)
Henry L. Gompf (TX 08116400)
Troy B. Lewis (TX 12308650)
Daniel P. Winikka (TX 00794873)
JONES DAY
2727 North Harwood Street
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

4

(Clean Version of Distribution Trust Agreement)

(Blacklined Version of Distribution Trust Agreement)

EX-2.6

Exhibit 2.6

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

	:
In re:	:
	:	Chapter 11 Case Nos.
KAISER ALUMINA AUSTRALIA	:	02-10432 and 02-10438
CORPORATION	:
and	:
KAISER FINANCE CORPORATION,	:	Jointly Administered Under
	:	Case No. 02-10429 (JKF)
Debtors.	:
	:

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

Daniel J. DeFranceschi (DE 2732)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7700
Facsimile: (302) 651-7701

                    - and -

Gregory M. Gordon (TX 08435300)
Henry L. Gompf (TX 08116400)
Troy B. Lewis (TX 12308650)
Daniel P. Winikka (TX 00794873)
JONES DAY
2727 North Harwood
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

Dated: April 7, 2005

     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).”

Dated: April 7, 2005	Respectfully submitted, KAISER ALUMINA AUSTRALIA CORPORATION
	By:	/s/ John M. Donnan
		Name:	John M. Donnan
		Title:	Vice President and General Counsel
	KAISER FINANCE CORPORATION
	By:	/s/ John M. Donnan
		Name:	John M. Donnan
		Title:	Vice President and General Counsel

COUNSEL:

/s/ Daniel J. DeFranceschi

Daniel J. DeFranceschi (DE 2732)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7700
Facsimile: (302) 651-7701

          — and —

Gregory M. Gordon (TX 08435300)
Henry L. Gompf (TX 08116400)
Troy B. Lewis (TX 12308650)
Daniel P. Winikka (TX 00794873)
JONES DAY
2727 North Harwood Street
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

EX-2.7

Exhibit 2.7

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

	:
In re:	:
	:	Chapter 11 Case Nos.
KAISER ALUMINA AUSTRALIA	:	02-10432 and 02-10438
CORPORATION	:
and	:
KAISER FINANCE CORPORATION,	:	Jointly Administered Under
	:	Case No. 02-10429 (JKF)
Debtors.	:
	:

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

Daniel J. DeFranceschi (DE 2732)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7700
Facsimile: (302) 651-7701

          - and -

Gregory M. Gordon (TX 08435300)
Henry L. Gompf (TX 08116400)
Troy B. Lewis (TX 12308650)
Daniel P. Winikka (TX 00794873)
JONES DAY
2727 North Harwood
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

Dated: November 22, 2005

     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).”

2

Dated: November 22, 2005	Respectfully submitted, KAISER ALUMINA AUSTRALIA CORPORATION
	By:	/s/ John M. Donnan
		Name:	John M. Donnan
		Title:	Vice President and General Counsel
	KAISER FINANCE CORPORATION
	By:	/s/ John M. Donnan
		Name:	John M. Donnan
		Title:	Vice President and General Counsel

COUNSEL:

/s/ Daniel J. DeFranceschi

Daniel J. DeFranceschi (DE 2732)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7700
Facsimile: (302) 651-7701

          — and —

Gregory M. Gordon (TX 08435300)
Henry L. Gompf (TX 08116400)
Troy B. Lewis (TX 12308650)
Daniel P. Winikka (TX 00794873)
JONES DAY
2727 North Harwood Street
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

3

EX-2.8

Exhibit 2.8

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

	:
In re:	:
	:	Chapter 11 Case Nos.
KAISER ALUMINA AUSTRALIA	:	02-10432 and 02-10438
CORPORATION	:
and	:
KAISER FINANCE CORPORATION,	:	Jointly Administered Under
	:	Case No. 02-10429 (JKF)
Debtors.	:
	:

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

Daniel J. DeFranceschi (DE 2732)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7700
Facsimile: (302) 651-7701

          - and -

Gregory M. Gordon (TX 08435300)
Henry L. Gompf (TX 08116400)
Troy B. Lewis (TX 12308650)
Daniel P. Winikka (TX 00794873)
JONES DAY
2727 North Harwood
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

Dated: December 19, 2005

     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.

     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.

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Dated: December 19, 2005	Respectfully submitted, KAISER ALUMINA AUSTRALIA CORPORATION
	By:	/s/ John M. Donnan
		Name:	John M. Donnan
		Title:	Vice President and General Counsel
	KAISER FINANCE CORPORATION
	By:	/s/ John M. Donnan
		Name:	John M. Donnan
		Title:	Vice President and General Counsel

COUNSEL:

/s/ Daniel J. DeFranceschi

Daniel J. DeFranceschi (DE 2732)
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone: (302) 651-7700
Facsimile: (302) 651-7701

          — and —

Gregory M. Gordon (TX 08435300)
Henry L. Gompf (TX 08116400)
Troy B. Lewis (TX 12308650)
Daniel P. Winikka (TX 00794873)
JONES DAY
2727 North Harwood Street
Dallas, Texas 75201
Telephone: (214) 220-3939
Facsimile: (214) 969-5100

ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION

3

(Clean Version of Distribution Trust Agreement)

(Blacklined Version of Distribution Trust Agreement)

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

For Information: Geoff Mordock
Telephone: (213) 489-8271

Kaiser Aluminum Receives Court Approval to Implement Previously Filed Commodity Subsidiary
Plans and Make Partial Distribution to Certain Creditors

FOOTHILL RANCH, Calif. — December 20, 2005 — Kaiser Aluminum announced today that in furtherance of its overall restructuring effort which focuses the Company’s future primarily on its fabricated products business, the Bankruptcy Court overseeing its Chapter 11 case confirmed the previously filed plans that would liquidate four commodity subsidiaries. Pursuant to the Bankruptcy Court’s order, the four liquidating commodity subsidiaries are authorized to make partial distributions to certain of their creditors, while reserving sufficient amounts for future distributions until the Bankruptcy Court resolves certain outstanding disputes among the creditors of these subsidiaries (more fully discussed below) and for the payment of administrative and priority claims and trust expenses. As more fully described below, if the four liquidating commodity subsidiaries implement the plans during 2005, it would likely reduce the Company’s income tax liability in respect of 2005.

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

The Bankruptcy Court’s ruling does not resolve a dispute between the holders of the Company’s Senior Notes and the holders of the Company’s Senior Subordinated Notes (more fully described in the September Form 10-Q) regarding their respective entitlement to certain of the proceeds from the sale of interests by the Liquidating Subsidiaries (the “Senior Note-Subordinated Note Dispute”). However, as a result of the Bankruptcy Court’s approval, the Company will pay all restricted cash and other assets held on behalf of or by AJI, KJC, KAAC and KFC to a trustee. The trustee will then be authorized to make partial distributions after setting aside sufficient reserves for amounts subject to the Senior Note-Subordinate Note Dispute (approximately $213 million) and for the payment of administrative and priority claims and trust expenses (approximately $40 million). After such reserves, the partial distribution is expected to total approximately $430 million of which, pursuant to the Liquidating Plans, approximately $196 million will be paid to the

Pension Benefit Guaranty Corporation (“PBGC”), and $202 million will be paid to the indenture trustees for the Senior Notes for subsequent distribution to holders of the Senior Notes. Of the remaining partial distribution, approximately $21 million will be paid to Kaiser Aluminum & Chemical Corporation (“KACC”), the Company’s principal operating subsidiary, and $11 million will be paid to the PBGC on behalf of KACC. All distributions, including future distributions, under the Liquidating Plans will be made to the holders of claims as of the close of business on December 20, 2005. Initial, partial distributions are expected to be made in late December 2005, although no assurances can be provided as to the actual timing of those distributions.

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

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

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

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

F-1032

Company press releases may contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the future economic performance and financial condition of Kaiser, the status and progress of the company’s reorganization, the plans and objectives of the company’s management and the company’s assumptions regarding such performance and plans. Kaiser cautions that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary materially from those expressed or implied in the forward-looking statements as a result of various factors. Actual events could differ materially from those reflected in the forward-looking statements contained in this press release as a result of various factors, including but not limited to those relating to consummation of the Liquidating Plans.