TCR_Public/050926.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Monday, September 26, 2005, Vol. 9, No. 228

                          Headlines

150 NORTH: Case Summary & 6 Largest Unsecured Creditors
ACT TELECONFERENCING: Nasdaq Stays Delisting Until Oct. 6 Hearing
AERWAV INTEGRATION: Has Access to Cash Collateral Until Sept. 30
AERWAV INTEGRATION: Wants Until Dec. 20 to Decide on Leases
ALOHA AIRGROUP: Yucaipa Commits to Investment for Chapter 11 Exit

ALPINE AIR: Losses & Current Deficit Raise Going Concern Doubts
AMERISOURCEBERGEN: Eliminating Middlemen from Purchasing System
AMES TRUE: Lowers Fiscal 2005 Earnings Estimate Due to Weak Demand
AQUILA INC: $897 Million Deal Cues S&P to Place Ratings on Watch
ANY MOUNTAIN: Chapter 11 Trustee Appointment Vacated

ASARCO LLC: Final Hearing on Cash Collateral Usage is on Sept. 30
ASARCO LLC: Wants to Assume SRK Contract for New Tailings Facility
ASARCO LLC: Wants Trumbull Group as Claims & Noticing Agent
ATA AIRLINES: Salient Terms of Foothill DIP Credit Agreement
ATA AIRLINES: C8 Airlines Wants Oct. 25 as Admin. Claims Bar Date

AVISTA CORP: S&P Raises Corporate Credit Rating to B-1 from B-2
B & L FREIGHT: Case Summary & 20 Largest Unsecured Creditors
BADGER PAPER: Selling Assets to James Azzar for $2.56 Million
BANNER ALUMINUM: Voluntary Chapter 11 Case Summary
BBI ENTERPRISES: Exclusive Plan-Filing Period Extended to Dec. 5

BBI ENTERPRISES: Has Until Oct. 31 to Decide on Unexpired Leases
BEAR STEARNS: Fitch Retains Class B-4 Certificates at Junk Level
BRADLEY PHARMACEUTICALS: Wachovia Financing to Close by Nov. 9
C ACQUISITIONS: Voluntary Chapter 11 Case Summary
CALPINE CORP: Noteholders Raise Concerns Over Reinvestments

CATHOLIC CHURCH: Spokane Interim Fee Hearing Continued on Nov. 14
CATHOLIC CHURCH: St. George's Taps Director for Settlement Process
CCC INFORMATION: Inks $495 Million Merger Deal with Investcorp
CCC INFORMATION: S&P Places B+ Corporate Credit Rating on Watch
CHEMTURA CORP: Moody's Affirms Ba1 Corporate Family & Debt Ratings

COLLINS & AIKMAN: To Make Postpetition Deposits to Utilities
COLLINS & AIKMAN: Court Approves Lazard's Revised Engagement
COMMUNITY HEALTH: S&P Affirms BB- Corporate Credit Rating
COMPTON PETROLEUM: S&P Affirms B Senior Unsecured Debt Ratings
CONSTELLATION BRANDS: Acquiring Rex Goliath from Hahn Estates

CORNERSTONE PRODUCTS: Seeks Court Nod For Wells Fargo Deal
CORNING INC: Evaluates Need to Impair Samsung Corning Investment
CORNING INC: Moody's Upgrades Long-Term Debt Rating to Baa3
CORPORATE BACKED: S&P Lowers 5 Certificate Classes' Ratings to D
DALRADA FINANCIAL: Delivered Amended Financial Statements to SEC

DELTA AIR: Hires Blackstone Group as Financial Advisor
DELTA AIR: Court OKs Continuation of L/C & Surety Bond Programs
DELTA AIR: Transactions Weak-Linked to Notes Gets S&P's D Rating
DELTA PETROLEUM: Selling $100 Million via Private Equity Placement
DORAL FINANCIAL: Intends to File Tardy Annual Report by Nov. 10

DRS TECHNOLOGIES: S&P Puts BB- Corporate Credit Rating on Watch
EMPIRE RESORTS: Registers $65MM Convertible Sr. Notes for Resale
FORD CREDIT: Fitch Expects to Rate Class D Notes at BB+
GE EQUIPMENT: Fitch Puts BB Rating on $4.2MM Trust Certificates
GLASS GROUP: Gerresheimer Group Takes Over Pharmaceutical Business

GLIMCHER REALTY: S&P Affirms Preferred Stock Ratings at B
GREYSTONE LOGISTICS: Murrell Hall Expresses Going Concern Doubt
HAPPY KIDS: Has Until September 28 to Look for Another Buyer
HASTINGS MANUFACTURING: Wants to Hire Conway as Financial Advisors
HESPERIA HOLDING: June 30 Balance Sheet Upside-Down by $513,534

HOLLINGER INC: Holds $63.4 Million Cash as of Sept. 16
HOLLINGER INC: Releases Updates on Various Litigation Matters
HOLLINGER INC: Discloses Compensation for Directors
HUFFY CORP: Bankruptcy Court Confirms Joint Reorganization Plan
HUFFY CORP: Court Gives More Time to File Notices of Removal

J.A. JONES: Trustee Has Until Oct. 25 to Object to Claims
LAND O'LAKES: Gets $315 Mil. from Sale of CF Industries Interest
LBACK DEV'T: Disclosure Statement Hearing Continued to Nov. 15
MASTERSSON CONSTRUCTION: Case Summary & 12 Largest Creditors
MED-CARE CORP: Voluntary Chapter 11 Case Summary

N-STAR REAL: Fitch Places BB Rating on $12.7 Mil Fixed-Rate Notes
NH HEALTHFULLY YOURS: Case Summary & 14 Largest Unsec. Creditors
NORTHWEST AIRLINES: Ceases Common Shares Trading in NASDAQ Today
NORTHWEST AIRLINES: Paying $57 Mil. to Critical Foreign Vendors
NORTHWEST AIRLINES: Laying Off 1,400 Flight Attendants by January

NORTHWEST AIRLINES: ALPA Wants a Seat on Official Creditors Panel
NORTHWEST ARKANSAS: Voluntary Chapter 11 Case Summary
NORTHWOOD PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
OAK CREEK: Case Summary & 19 Largest Unsecured Creditors
PEGASUS SATELLITE: Liquidating Trust Wants Trust Agreement Amended

PLYMOUTH RUBBER: FlatIron & AFCO Will Finance Insurance Premiums
REAL ESTATE: Fitch Assigns Low-B Rating to Five Cert. Classes
SAINT CASIMIR: Case Summary & 2 Largest Unsecured Creditors
SANMILL PACIFIC: Voluntary Chapter 11 Case Summary
SEGA GAMEWORKS: Plan Confirmation Hearing Set on Oct. 20

SIRIUS SATELLITE: Apollo Sells 40 Mil. Common Shares to JPMorgan
SOUNDVIEW HOME: S&P Lowers Class M-2 Certs. Rating to BB
STARTECH ENVIRONMENTAL: Recurring Losses Raise Going Concern Doubt
STELCO INC: Complies With Prelim. Restructuring Plan Conditions
TELESYSTEM INTERNATIONAL: Nasdaq to Delist Shares on Sept. 28

TELESYSTEM INT'L: To Pay Shareholders $18.80 Per Share Tomorrow
TEREX CORP: Needs More Time to File Reports Due to Restatements
TRI-K INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
US AIRWAYS: Asks Court to Okay Voluntary Claim Withdrawal Protocol
USG CORP: Has Until March 1, 2006, to Make Lease-Related Decisions

USG CORP: Court Allows Equity Panel to Tap NERA as Asbestos Expert
U.S. INVESTIGATIONS: Moody's Rates New $430 Million Facility at B2
U.S. INVESTIGATIONS: S&P Lowers Corporate Credit Rating to B+
WESTPOINT STEVENS: HSBC Bank Wants Administrative Claims Paid
WINROCK GRASS: Chapter 11 Case Dismissed at U.S. Trustee's Behest

WORLDCOM INC: Judge Cote Approves $3.5 Billion Class Settlements
WORLDCOM INC: Settles Dispute Over Eugene Gilerman's $900K Claim
W.R. GRACE: Creditors Panel Objects to Intercat Settlement Pact
W.R. GRACE: Insurers Want Prompt Access to Rule 2019 Exhibits
YUKOS OIL: Company Chairman Expects Normal Operations to Continue

* Ohio Attorney General Suspends Collection from Katrina Victims

* BOND PRICING: For the week of Sept. 19 - Sept. 23, 2005

                          *********

150 NORTH: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 150 North Main Street, LLC
        150 North Main Street
        P.O. Box 248
        Elmira, New York 14901

Bankruptcy Case No.: 05-25044

Chapter 11 Petition Date: September 23, 2005

Court: Western District of New York (Rochester)

Judge: John C. Ninfo II

Debtor's Counsel: Mark A. Weiermiller, Esq.
                  303 William Street
                  P.O. Box 1338
                  Elmira, New York 14901-1338
                  Tel: (607) 733-8866

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
James M. Wheeler                              $820,000
562 Maple Avenue
Elmira, NY 14904

John H. Bouille, Sr.                          $400,000
P.O. Box 248
Elmira, N.Y. 14902

Newtown Historical Properties                 $159,053
Mark Twain Building, Suite 202B
Elmira, NY 14901

Kimble, Inc.                                   $57,600
1004 Sullivan Street
Elmira, NY 14901

Pyramid Brokerage Co. of Bingh Inc.            $11,943
8 Denison Parkway East, Suite 401
Corning, NY 14830

Health Now New York                             $8,775
1901 Norht Main Street
Buffalo, NY 14240


ACT TELECONFERENCING: Nasdaq Stays Delisting Until Oct. 6 Hearing
-----------------------------------------------------------------
ACT Teleconferencing, Inc. (Nasdaq: ACTT), an independent
worldwide provider of audio, video and web- based conferencing
products and services, disclosed that its hearing before a Nasdaq
Listing Qualifications Panel concerning compliance with Nasdaq
listing criteria is set for Oct. 6, 2005.  Until a determination
is made by the Panel, the delisting of ACT's common stock has been
stayed, and it will continue to trade on the Nasdaq National
Market.

"We are looking forward to meeting with Nasdaq to bring them
current on our operating plan and capital structure, and to
demonstrate our compliance with their requirements," ACT Chief
Executive Officer Gene Warren said.  "We have a unique situation
and we are hopeful that they will be supportive, after reviewing
our actions and considering our future plans.  There are
alternatives to our current listing, but we think we belong where
we are now."

Established in 1990, ACT Teleconferencing, Inc. --
http://www.acttel.com/-- is a leading independent worldwide
provider of audio, video and web-based conferencing products and
services to corporations, educational organizations, and
governments worldwide.  ACT is the only conferencing company
with integrated global audio and videoconferencing platforms
that provide uniform international services, customized uniform
billing, managed services, and local language services.  The
Company's headquarters are located in Denver, Colorado, with
operations in Australia, Belgium, Canada, France, Germany, Hong
Kong, the Netherlands, Singapore, the U.K. and the U.S., and
virtual locations in Japan, China, Taiwan, Indonesia, Spain,
Sweden, Switzerland, Russia, Poland and South Africa.

                      Going Concern Doubt

The report regarding the Company's financial statements for the
year ended December 31, 2004, delivered by Hein & Associates,
LLP,  the Company's independent registered public accounting firm,
expressed a view that the Company's recurring losses from
operations, the excess of the Company's total liabilities over
its total assets, and the Company's breach of debt covenants
raise substantial doubt about the Company's ability to continue as
a going concern.

As previously reported, the Company is evaluating all strategic
alternatives, including recapitalization, and sale of all or
part of the Company.  Completing this task is critical, as it
will eliminate the Company's high interest debt and the
covenants restricting growth.  "We are continuing to take steps to
address our financial situation.  Right now, we are exploring all
of our strategic options to improve the balance sheet," said Mr.
Warren.  "We believe we can successfully address the issues noted
in our accounting firm's opinion."


AERWAV INTEGRATION: Has Access to Cash Collateral Until Sept. 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Aerwav Integration Group, Inc., and its debtor-affiliates
continued access to Armor Holdings, Inc., and Robert J. Shiver's
cash collateral for $373,000 from the period September 9 through
Sept. 30, 2005.

                      Prepetition Debt & Cash
                          Collateral Use

Armor Holdings asserts a claim in the amount of $3,625,000 plus
accrued interest as of the chapter 11 filing, secured by liens on
substantially all of Aerwav Integration Group, Inc., and Aerwav
Integration Services, Inc.'s assets.

Mr. Shiver, the sole member of Aerwav Holdings, Inc., and the
chairman and CEO of AIGI, AISI and Hi-Rise Safety Systems, Inc.,
asserts a perfected lien on all of Aerwav Holdings, LLC, and AISI.

The Debtors has already used $1,151,000 of cash collateral from
the petition date until September 30 to:

   a) maintain and preserve their assets; and

   b) continue the operation of their business, including but not
      limited to payroll, payroll taxes, employee expenses, and
      insurance costs.

As adequate protection for its interest, Armor Holdings is granted
a replacement perfected lien and security interest without the
need to take possession of its collateral or file financial
statements, mortgages or other documents.

A full-text copy of the budget is available for free at
http://ResearchArchives.com/t/s?1c5

Heaquartered in Pine Brook, New Jersey, Aerwav Integration Group,
Inc., fka ArmorGroup Integrated Systems dba Aerwav Integration
Services -- http://www.aerwavintegration.com/-- creates,
installs, monitors and customizes integrated electronic safety and
security systems.  The Debtor, along with its affiliates, filed
for chapter 11 protection on July 22, 2005 (Bankr. D. N.J. Case
Nos. 05-33791 through 05-33794).  When the Debtor filed for
chapter 11 protection, it estimated below $50,000 in assets and
$1 million to $10 million in debts.


AERWAV INTEGRATION: Wants Until Dec. 20 to Decide on Leases
-----------------------------------------------------------
Aerwav Integration Group, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Jersey for an
extension of their time to decide whether to assume, assume and
assign, or reject unexpired leases of non-residential real
property pursuant to Section 365(d)(4) of the Bankruptcy Code.

The Debtors tell the Court that the leased premises are being
utilized in their business operations as corporate headquarters
and base of operations.

Since they filed for bankruptcy, the Debtors' time and attention
were devoted to stabilizing their businesses and attending to
various matters related to their restructuring.  They say that an
extension until December 20 is enough for them to make sound
judgments about those leases.

The Debtors say that premature assumption or rejection of its
leases would be detrimental to their estates.  Premature
assumption would burden the estates with administrative claims.
Premature rejection could cause the estates to forfeit valuable
lease-related rights.

The Honorable Novalyn L. Winfield will convene a hearing on
Oct. 11, 2005, at 9:00 a.m. to consider the Debtors' request.

Heaquartered in Pine Brook, New Jersey, Aerwav Integration Group,
Inc., fka ArmorGroup Integrated Systems dba Aerwav Integration
Services -- http://www.aerwavintegration.com/-- creates,
installs,  monitors and customizes integrated electronic safety
and security systems.  The Debtor, along with its affiliates,
filed for chapter 11 protection on July 22, 2005 (Bankr. D. N.J.
Case Nos. 05-33791 through 05-33794).  When the Debtor filed for
chapter 11 protection, it estimated below $50,000 in assets and $1
million to $10 million in debts.


ALOHA AIRGROUP: Yucaipa Commits to Investment for Chapter 11 Exit
-----------------------------------------------------------------
Aloha Airgroup, Inc., signed a Letter of Intent with The Yucaipa
Companies, LLC, and Aloha Aviation Investment Group, LLC, for a
substantial equity investment in Aloha Airlines pursuant to a Plan
of Reorganization.  The Agreement is subject to U.S. Bankruptcy
Court for the District of Hawaii's approval and other conditions.

Under the terms of the Letter of Intent, the Ching and Ing
families, longtime owners of Aloha, will continue to have
ownership interest and have Board representation.  In addition,
David A. Banmiller will continue to serve as President, Chief
Executive Officer and Board member of the reorganized Aloha
Airlines.

"In partnership with Yucaipa and AAIG, we have a unique
opportunity to carry forward Aloha's 60-year tradition of
excellence," said Aloha's Banmiller.  "Combining the vision and
resources of our new investors with the continuing support of the
Ching and Ing family shareholders ensures the future for our
employees, customers and the communities we serve and will
facilitate our growth."

"The Ching and Ing families are proud to have supported Aloha for
more than half a century," said Han H. Ching, chairman of the
board of Aloha Airgroup, Inc.  "We look forward to being actively
involved in the future of this company with our new partners."

The Yucaipa Companies is a premier private equity investment firm
that has established a record of fostering economic value through
the growth and responsible development of companies.  As an
investor, Yucaipa works with management to strategically
reposition businesses and implement operational improvements,
resulting in value creation for shareholders, customers and
employees.  Since its founding by Ronald W. Burkle in 1986, the
firm has completed mergers and acquisitions valued at more than
$30 billion.

Aloha Aviation Investment Group, LLC, is a private Los Angeles-
based investment group managed by Willie Gault of IBS Capital
Holdings, a private equity firm established to invest in middle-
market investment opportunities.

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service
connecting the five major airports in the State of Hawaii.  Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors it listed more than
$50 million in estimated assets and debts.


ALPINE AIR: Losses & Current Deficit Raise Going Concern Doubts
---------------------------------------------------------------
In its quarterly report for the period ended July 31, 2005, filed
with the Securities and Exchange Commission, Alpine Air Express,
Inc.'s management states that continuing losses and a working
capital deficiency raise substantial doubt about the Company's
ability to continue as a going concern.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, audited
Alpine Air's financial statements for the fiscal year ending
October 31, 2004.  The auditors issued a clean and unqualified
opinion.  Note 18 to Alpine's 2004 financials related there was
"concern about the ability of the Company to continue as a going
concern."  The financial statements released by Alpine this month
are the first to contain the "substantial doubt" phrase.

During the nine months ended July 31, 2005, Alpine Air reported a
net operating loss of $2,325,127 with a net loss available to
shareholders of $3,860,674 versus a net loss available to
shareholders of $1,032,487 per share, during the same period in
2004.

Revenue for the nine months ended July 31, 2005, was $15,065,004.
This represents an increase in total revenue of over 44% versus
revenues of $10,419,288 during the same period in 2004.  This jump
in revenue is primarily due to the addition of the Hawaii
contracts and the subsequent increases in rates granted by the
USPS with the extended contract for cargo operations in Hawaii.
However, the airline's total direct costs were $15,874,903 in the
nine month period ended July 31, 2005, as compared to $8,784,713
in the same period for the prior year.

Alpine Air Express has a working capital position on July 31,
2005, of a deficit $1,144,059, as compared to $491,151 on October
31, 2004.  The decrease of $1,635,210 is attributed primarily to
the rise in obligations associated with the costs of operating the
business on a daily basis, such as fuel, aircraft maintenance,
ground handling, and increases in costs to charter aircraft to
cover peak load demands, as compared to the working capital that
was generated from mail deliveries during the same period.

The condensed consolidated financial statements of Alpine Air
Express include the accounts and operations of Alpine Air
Express, Inc., its wholly-owned subsidiary Alpine Aviation, Inc.
and Alpine Air Chile S.A., which airline represents an
85% percent ownership by Alpine Air as of April 30, 2005 and 2004.

During the nine months ended July 31, 2005, Alpine's Chilean
operations registered a net loss of $72,156 before income taxes,
as compared to a net loss of $157,596 before income taxes in the
nine months ended July 31, 2004.  In August 2004, the aircraft
used in the Chilean operation sustained damages to its propellers
and engines, significantly reducing business operations there.
The Company responded by cutting back personnel and financial
resources as necessary to minimize the impact of this interruption
in business.

Alpine Air had also registered significant losses from operations
during the years ended October 31, 2004 and 2003.  Management
states that the losses were the result of an aircraft leasing
receivable that became uncollectible, coupled with the operations
of Alpine Air, Chile, and the decreased rate per pound negotiated
in the new USPS contract for mainland USA.

                     Postal Service Contract

Since April 2004, the Company has operated a new USPS contract to
provide delivery of the mail between the Hawaiian Islands.  This
obligation has placed more demand on Company resources than was
initially expected and has hindered the Company's desire to expand
its delivery services for additional routes in mainland USA.

On Jan. 31, 2005, the Company notified the USPS that it intends to
discontinue its service to the Hawaiian Islands under the terms of
the current AMOT contract.  The contract obligation to provide
service may cease as early as October 7, 2005.

The USPS has advised the Company that it has won the bid for three
of the new Intra-Hawaiian Islands contracts, however, due to
litigation with another bidder, the contracts are yet to be
awarded.

The Company believes it has mitigated the recent losses through
plans which have included re-bidding the USPS Contract in Hawaii,
and the recovery of aircraft, previously leased, which can now be
redeployed to reduce the Company's costs of chartering aircraft to
cover delivery routes in mainland USA.

Further, the Company has made additional cost cutting measures by
reducing any further significant investment into Alpine Air Chile.
As to related party notes payable and any dividends on preferred
stock the Company has entered into agreements to postpone such
payments.  Payments and dividends are expected to resume in Nov
2006.

Alpine Aviation Inc. provides air cargo transportation services in
the United States in Hawaii, Montana, Texas, and North and South
Dakota.  It also operated a limited passenger service in Chile
until this year.  At the end of April 2004, the Company began
operating in Hawaii after receiving the contract awarded there by
the U.S. Postal Service ("USPS").

While the USPS is Alpine's primary customer, the Company has begun
offering package delivery services for local businesses between
the islands in Hawaii.  In addition to air cargo transportation,
the Company leases aircraft to other cargo carriers, provides
maintenance  service on aircraft owned or operated by third
parties, and operates a First Officer Training Program.


AMERISOURCEBERGEN: Eliminating Middlemen from Purchasing System
---------------------------------------------------------------
AmerisourceBergen Corporation (NYSE:ABC) will purchase all of its
branded and generic pharmaceuticals for distribution in the U.S.
only from manufacturers, effective Oct. 1, 2005.  In the rare
instances in which a manufacturer requires the Company to purchase
products from an exclusive distributor, AmerisourceBergen will
follow the manufacturer's requirements.  This change is not
expected to have a material impact on the Company's fiscal year
2006 earnings.

Currently AmerisourceBergen purchases more than 99.5 percent of
its pharmaceuticals directly from manufacturers.  The Company
purchases the remainder, less than one half of one percent, only
from authorized distributors of the manufacturer.

"While our stringent requirements keep our supply chain secure
today, we are taking this added step to further assure our
provider customers of the safety of the product we sell to them,"
said Kurt J. Hilzinger, AmerisourceBergen President and Chief
Operating Officer.  "This important action will help strengthen
the integrity of the U.S. pharmaceutical supply channel."

AmerisourceBergen (NYSE:ABC) -- http://www.amerisourcebergen.com/
-- is one of the largest pharmaceutical services companies in the
United States.  Servicing both pharmaceutical manufacturers and
healthcare providers in the pharmaceutical supply channel, the
Company provides drug distribution and related services designed
to reduce costs and improve patient outcomes.  AmerisourceBergen's
service solutions range from pharmacy automation, bedside
medication safety systems, and pharmaceutical packaging to
pharmacy services for skilled nursing and assisted living
facilities, reimbursement and pharmaceutical consulting services,
and physician education.  With more than $54 billion in revenue,
AmerisourceBergen is headquartered in Valley Forge, PA, and
employs more than 14,000 people.

                       *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Moody's Investors Service assigned Ba2 ratings to
AmerisourceBergen Corporation's new $500 million and $400 million
offerings of senior unsecured notes.  Proceeds from these
transactions are expected to be used to refinance two existing
senior note offerings.  The company recently announced board
authorization of approximately $400 million in share repurchases,
which will raise total repurchase availability to $750 million.
Following these announcements, Moody's affirmed ABC's existing
long-term and speculative grade liquidity ratings.  Moody's said
the rating outlook remains stable.


AMES TRUE: Lowers Fiscal 2005 Earnings Estimate Due to Weak Demand
------------------------------------------------------------------
ATT Holding Co., parent of Ames True Temper, Inc., disclosed that
earnings for its fiscal year ending Oct. 1, 2005, would be lower
than the guidance it provided earlier in the year.  The company
indicated that it expects to report full year adjusted EBITDA of
$42 million to $43.5 million on net sales of $443 million to $447
million for the fiscal year ending Oct. 1, 2005.

According to the company, the net sales and adjusted EBITDA
shortfall is caused by weak demand at the end of the summer
selling season and increased commodity and transportation costs.

"We are disappointed with our expected results for fiscal 2005.
This has been a challenging year to overcome commodity inflation
and weak demand for lawn and garden tools during August and
September," said Rich Dell, CEO.  "However, we are encouraged by a
big win during our line reviews with a major customer that we
expect to contribute annualized revenues of over $20 million
beginning with the Spring selling season in 2006."

"Our cash position continues to be strong.  We expect to have
nearly $10 million of cash on hand at the end of fiscal 2005 with
a zero balance outstanding under our revolving credit facility,"
commented Mr. Dell.

As reported in the Troubled Company Reporter on Sept. 16, 2005,
the Company would cease operations at its Parkersburg, West
Virginia facility effectively immediately.

The Company issued a closure notice to employees under the Worker
Adjustment and Retraining Notification Act on July 15, 2005.
However, the final determination was made when Company and union
officials were unable to agree on terms for a new labor contract.
The labor agreement with the United Steelworkers Union expires on
Sept. 14, 2005.

Ames True Temper, Inc., is a leading North American manufacturer
and marketer of non-powered lawn and garden tools and accessories.
Ames True Temper owns and operates 16 manufacturing and
distribution facilities throughout the United States, employing
over 1700 employees.

                        *     *     *

As reported in the Troubled Company Reporter on May 16, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ames True Temper Inc., a manufacturer of non-powered
lawn and gardening tools, to 'B-' from 'B'.

S&P said the outlook remains negative.  Camp Hill, Pennsylvania-
based Ames True Temper had about $330 million of debt outstanding
as of March 26, 2005.


AQUILA INC: $897 Million Deal Cues S&P to Place Ratings on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services today placed its ratings on
Aquila Inc. on CreditWatch with positive implications.  As of June
2005, the Kansas City, Missouri-based energy provider had about
$2.35 billion in total debt.

"The placement follows the company's announcement that it has
signed definitive agreements to sell four utility businesses, for
a total of $897 million, plus working capital and subject to net
plant adjustments," said Standard & Poor's credit analyst Jeanny
Silva.

Associated EBITDA loss is estimated at about $100 million in
total, which implies Aquila received relatively attractive bids
for its assets.  If approved by the various regulatory
commissions, the sales would provide an opportunity for debt
reduction -- potentially 30% of total adjusted debt.

"While the company is likely to lose as much in cash flows as a
result of the sales, Standard & Poor's expects the subsequent debt
reduction to alter the company's maturity schedule, which would
reduce intermediate refinancing risk," she continued.

In addition, the sale of three gas utilities will materially
reduce the company's working-capital requirements, which would
improve liquidity.

Standard & Poor's expects to resolve the CreditWatch listing on
close of the above asset sales, which are anticipated in the next
12 months once regulatory approvals have been obtained.  Greater
clarity regarding the amount and composition of debt to be retired
should be available at that time.  A ratings upgrade would be
contingent on an improved financial profile as stipulated above,
and on the company demonstrating an established trend of positive
funds from operations.


ANY MOUNTAIN: Chapter 11 Trustee Appointment Vacated
----------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Northern
District of California ordered the conditional appointment of a
chapter 11 trustee in Any Mountain Ltd.'s chapter 11 proceeding at
the Official Committee of Unsecured Creditors' request.  The
Honorable Alan Jaroslovsky set the appointment date as two months
after the approval of the disclosure statement if the Debtor's
chapter 11 plan was not confirmed by that date.  The Disclosure
Statement was approved on June 13, 2005.

Any Mountain asked the Honorable Alan Jaroslovsky to reconsider or
vacate the chapter 11 trustee appointment order.  The Debtor told
the Court that if it was unable to confirm a plan, it was prepared
to negotiate the sale of business assets.  Soon after, the
Debtor's CEO resigned and the Committee agreed to withdraw its
pitch for a chapter 11 trustee.

The Debtor told the Court that if the order is vacated, it will
draft a liquidating chapter 11 plan.

Judge Jaroslovsky approved the Debtor's request.

Headquartered in Corte Madera, California, Any Mountain Ltd,
operates ten specialty outdoor stores throughout the San Francisco
Bay Area.  The Company filed for chapter 11 protection on
Dec. 23, 2004 (Bankr. N.D. Calif. Case No. 04-12989).  Michael C.
Fallon, Esq., of Santa Rosa, California represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed below $50,000 in assets and more
than $10 million in debts.


ASARCO LLC: Final Hearing on Cash Collateral Usage is on Sept. 30
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Aug. 15, 2005, Judge Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas granted ASARCO LLC authority to use its
cash collateral on an interim basis.

The Court directs ASARCO to deposit $1,280,000 of proceeds of
Mitsui & Co. (U.S.A.), Inc.'s collateral in a newly established
separate segregated bank account.

As ASARCO sells its copper inventory, the Debtor is directed to
continue allocating the proceeds to silver inventory in the same
manner that it has done previously.

As proceeds of Mitsui's collateral are received, the Debtor will
promptly deposit into the Mitsui Cash Collateral Account that
portion of the proceeds that the Debtor has allocated to silver
inventory.

In the event that the Debtor determines that it needs to use
funds in the Mitsui Cash Collateral Account, the Debtor may
request an emergency hearing, on at least three business days'
notice to Mitsui and its counsel, before the Court, provided
however, that Mitsui will be entitled to seek further protection,
including adequate protection, at the hearing.

The Court directs the Debtor to provide Mitsui with reports of
the amount of silver inventory on a bi-weekly basis and of the
amount of the Cash Collateral that is segregated in the Mitsui
Cash Collateral Account on a weekly basis pending a final
hearing.

                         Court's Ruling

Judge Schmidt authorizes ASARCO LLC to continue to maintain the
proceeds of Mitsui & Co. (USA), Inc.'s collateral in the separate
segregated bank account.

The Court will convene a final hearing to consider the Debtors'
request on Sept. 30, 2005, at 2:00 p.m. in Corpus Christi.

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants to Assume SRK Contract for New Tailings Facility
------------------------------------------------------------------
Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
recounts that ASARCO LLC and SRK Consulting (U.S.), Inc., are
parties to an Engineering, Architectural and Consulting Contract
dated Feb. 24, 2005.  Pursuant to the Contract, SRK provides
engineering services to design and permit a new tailings
impoundment for the Ray Mine, which is one of ASARCO's open-pit
copper mines in Arizona.

Mr. Davis says that ASARCO and SRK have already invested eight
months in the project, and expect that the work will take an
additional three to six months to complete.  SRK has not yet
issued any preliminary or final reports.

ASARCO tells Judge Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas that the current tailings facility has
around five to seven years of life remaining.  Because the
permitting process takes some time to complete, it is important
that the work being performed by SRK move forward at a reasonable
pace.  Future milling operations will not be possible without the
construction of a new tailings facility.

Mr. Davis explains that if the Contract were rejected, the work
could be performed by another mining consultant.  However,
because SRK has not yet prepared any final reports, the new
mining consultant would essentially have to start the project
over again and redo SRK's work for which SRK has already been
paid $159,608.  ASARCO would have to pay the new consultant and
the eight months that ASARCO and SRK have already invested in the
project would also be lost.  That would mean a loss of both time
and money.

Accordingly, ASARCO seeks Judge Schmidt's authority to assume the
SRK Contract.

Pursuant to Section 365(b)(1) of the Bankruptcy Code, for a
debtor to assume an executory contract, it must "cure[], or
provide adequate assurance that the debtor will promptly
Cure" any default, including compensation for any "actual
pecuniary default."

ASARCO assures the Court that, upon approval of the request, it
will promptly cure its defaults under the Contract by paying SRK
its $148,205 outstanding balance.

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants Trumbull Group as Claims & Noticing Agent
-----------------------------------------------------------
Rule 2002 of the Federal Rules of Bankruptcy Procedure requires
the Office of the Clerk of the Bankruptcy Court or some other
person as the Court may direct to:

   (a) serve or provide debtors, creditors and parties-in-
       interest notice by mail of various key events in a
       bankruptcy case;

   (b) provide computerized claims, objection, and balloting
       database services;

   (c) notice of any disclosure statements and plans of
       reorganization and transmittal of ballots for accepting or
       rejecting the plans; and

   (d) provide expertise, consultation and assistance in ballot
       and, if necessary, claims processing and with the
       dissemination of other administrative information related
       to the Chapter 11 cases.

ASARCO LLC and its debtor-affiliates' chapter 11 cases involve
more than 100,000 creditors and parties-in-interest.  Jack L.
Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas, contends
that sending the required notices to this large number of entities
would create a significant burden for the Clerk's Office.
Moreover, the Clerk's Office is "not equipped to effectively
docket and maintain the large number of proofs of claim that will
be filed in this case."

Mr. Kinzie says that the most effective and efficient manner in
which to facilitate the process of transmitting the required
notices to parties-in-interest is for the Debtors to engage an
independent third party to act as the claims, noticing and
balloting agent.

Thus, the Debtors seek authority from Judge Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas to employ The
Trumbull Group, LLC, as their Claims, Noticing and Balloting
Agent.

Trumbull is a data processing firm that specializes in noticing,
claims processing, and other administrative tasks required in
Chapter 11 cases.  The Debtors want to engage Trumbull to send
out certain designated notices and to maintain claims files and a
claims register in their bankruptcy cases.  The Debtors believe
that the firm's assistance will expedite service of Bankruptcy
Rule 2002 notices, streamline the claims administration process,
and permit them to focus on their reorganization efforts.

Moreover, the Debtors believe that Trumbull is well qualified to
provide the services, expertise, consultation and assistance they
need.  Trumbull has already performed substantially the same
services for debtors in a number of other Chapter 11 cases.

Pursuant to the terms and conditions of a retention agreement
entered into between the Debtors and Trumbull, the firm will
specifically perform these services as Claims, Noticing and
Balloting Agent, at the request of the Debtors or the
Clerk's Office:

   (a) prepare and serve required notices in the Debtors' chapter
       11 cases, including:

       -- a notice of the commencement of the reorganization
          cases and the initial meeting of creditors under
          Section 341(a) of the Bankruptcy Code;

       -- a notice of the claims bar date, if any;

       -- notices of objections to Claims;

       -- notices of any hearings on a disclosure statement and
          confirmation of a plan of reorganization, as each may
          be amended; and

       -- other miscellaneous notices as the Debtors or Court may
          deem necessary or appropriate for an orderly
          administration of the Debtors' bankruptcy;

   (b) within five business days after the service of a
       particular notice, file with the Clerk's Office a
       certificate or affidavit of service that includes:

       -- a copy of the notice served;

       -- a list of persons on whom the notice was served, along
          with their address; and

       -- the date and manner of service;

   (c) continue to provide necessary services in connection with
       balloting activities;

   (d) maintain copies of all proofs of claim and proofs of
       interest filed in these cases;

   (e) service of pleadings as required by the Debtors;

   (f) if necessary, maintain official claims registers in these
       cases by docketing all proofs of claim and proofs of
       interest in a claims database that includes these
       information for each claim or interest asserted:

       -- the name and address of the claimant or interest holder
          and any agent, if the proof of claim or proof of
          interest was filed by an agent;

       -- the date the proof of claim or proof of interest was
          received by Trumbull or the Court;

       -- the claim number assigned to the proof of claim or
          proof of interest; and

       -- the asserted amount and classification of the claim;
          and

   (g) if necessary, provide these additional services relating
       to claims processing:

       -- implement necessary security measures to ensure the
          completeness and integrity of the claims registers;

       -- transmit to the Clerk's Office a copy of the claims
          registers on a weekly basis, unless requested by the
          Clerk's Office on a more or less frequent basis;

       -- maintain an up-to-date mailing list for all entities
          that have filed proofs of claim or proofs of interest
          and make that list available upon request to the
          Clerk's Office or any party-in-interest;

       -- provide access to the public for examination of copies
          of the proofs of claim or proofs of interest filed in
          the Debtors' cases without charge during regular
          business hours;

       -- record all transfers of claims pursuant to Bankruptcy
          Rule 3001(e) and provide notice of those transfers as
          required by Rule 3001(e), if directed to do so by the
          Court;

       -- comply with applicable federal, state, municipal, and
          local statues, ordinances, rules, regulations, orders,
          and other requirements;

       -- provide temporary employees to process claims, as
          necessary;

       -- promptly comply with further conditions and
          requirements as the Clerk's Office or the Court may at
          any time prescribe; and

       -- provide other claims processing, noticing, and related
          administrative services as the Debtors may request from
          time to time.

The Debtors will compensate Trumbull for certain services on an
hourly basis at these rates:

   Consulting Services                Rate per hour
   -------------------                -------------
   Administrative Support                      $55
   Data Specialist                       $65 - $80
   Assistant Case Manager                      $85
   Case Manager                        $100 - $125
   Automation Consultant                      $140
   Senior Automation Consultant        $155 - $175
   Operations Manager                  $110 - $185
   Consultant                                 $225
   Senior Consultant                   $245 - $300

For use of Trumbull's licensed software, the Debtors will pay a
License and Database Storage Fee every 30 days as it is in effect
for the month of usage.  The Debtors will also pay the hourly
rates billed on an incremental basis for any implementation,
training services or technical support provided as it is in
effect at the time the work is performed.

A full-text copy of the Trumbull Retention Agreement is available
for free at http://ResearchArchives.com/t/s?1b7

A full-text copy of the Rate Schedule is available for free at
http://ResearchArchives.com/t/s?1b8

Trumbull's fees and expenses incurred will be treated as an
administrative expense of the Debtors' estates and paid by the
Debtors in the ordinary course of business.  Trumbull will submit
to the Office of the United States Trustee, on a monthly basis,
copies of the invoices it submits to the Debtors for services
rendered.

William R. Gruber, Jr., vice president at Trumbull, assures the
Court that neither the firm nor any of its employees has any
connection with the Debtors, their creditors, or any other party-
in-interest.  Moreover, Trumbull is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code,
and it does not hold or represent any interest adverse to the
Debtors' estates.

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ATA AIRLINES: Salient Terms of Foothill DIP Credit Agreement
------------------------------------------------------------
As previously reported, ATA Airlines, Inc., negotiated at length
with Wells Fargo Foothill, Inc., as agent for certain financial
institutions, to procure a new letter of credit facility with
maximum amount of $40 million.

The salient terms of the Debtors' DIP Credit Agreement with
Foothill are:

(A) Letters of Credit.  At ATA Airlines' request, Foothill, as
    Issuing Lender, will either (i) directly issue L/C for ATA
    Airlines' account; or (ii) purchase participations, execute
    indemnities or reimbursement obligations with respect to L/Cs
    issued by an Underlying Issuer for ATA Airlines' account.

    The Issuing Lenders will issue a Back-Up Letter of Credit to
    the National City Bank of Indiana to support the L/Cs that
    already are outstanding as of the Closing Date.

(B) Limit.  The Issuing Lender will have no obligation to issue
    an L/C if the aggregate undrawn amount of all outstanding
    L/Cs would exceed:

       (i) the Borrowing Base -- the amount of unrestricted cash
           and cash equivalents of the Debtor that is in the
           Debtors' deposit account maintained at Wells Fargo
           Bank less the Expense Reserve, less the outstanding
           amount of the funds advanced under the L/Cs; or

      (ii) $40 million less the outstanding amount of Advances.

    The Expense Reserve is, as of any date of determination, the
    amount equal to the greater of (i) 5% of L/C Usage, and (ii)
    5% of the daily average of L/C Usage for the preceding 30-day
    period.

(C) Disbursement.  If the Issuing Lender is obligated to advance
    funds under an L/C, Foothill, as Agent, is authorized to
    deduct from the Deposit Account an amount equal to the L/C
    Disbursement, provided that in the event there are
    insufficient funds in the Deposit Account to repay the
    Disbursement, ATA Airlines will promptly reimburse the Agent.

     Each Lender with a Commitment agrees to fund its Pro Rata
     Share of any Advance and the Agent will promptly pay to the
     Issuing Lender the amounts so received by it from the
     Lenders.

(D) Cash Collateral Bank.  At ATA Airlines' request, the Agent
    will promptly cause Wells Fargo Bank to disburse to ATA
    Airlines cash in immediately available funds, amounts in the
    aggregate equal to the lesser of:

       (x) the amount as will be specified by ATA Airlines in
           the request; and

       (y) the excess of (i) the Borrowing Base over (ii) the
           sum of the L/C Usage plus the outstanding amount of
           Advances, each at the time of the disbursement.

(E) Apportionment.  Principal and interest payments will be
    apportioned ratably among the Lenders.  Payments of fees and
    expenses will be apportioned ratably among the Lenders
    having a Pro Rata Share of the type of Commitment or
    Obligation to which a particular fee relates.  All payments
    and all proceeds of the Collateral received by Foothill will
    be applied in this order:

       (i) Ratably to pay any Lender Group Expenses then due to
           the Agent or any of the Lenders under the Loan
           Documents, until those Expenses are paid in full in
           cash;

       (ii) Ratably to pay any fees then due to the Agent or any
            of the Lenders under the Loan Documents until the
            fees are paid in full in cash;

      (iii) To pay the principal of all Advances until they are
            paid in full in cash;

       (iv) So long as no Event of Default has occurred and is
            continuing, to Cash Collateral Bank, to be held in
            the Deposit Account, and if an Event of Default has
            occurred and is continuing, to the Agent, to be held
            by the Agent, in each case for the ratable benefit of
            Issuing Lender and those Lenders having a Commitment,
            as cash collateral in an aggregate amount up to the
            Applicable Percentage of the L/C Usage until paid in
            full;

        (v) If an Event of Default has occurred and is
            continuing, to pay any other Obligations until the
            Obligations are paid in full; and

       (vi) To ATA Airlines or other persons entitled to the
            proceeds under applicable law.

(F) Interest Rates.  The unpaid principal balance of each Advance
    will bear interest from the date the Advance is made until
    paid in full in cash at a rate per annum equal to the Base
    Rate plus the Base Rate Margin of 2% points.  All other
    Obligations will bear interest from the date they are due and
    payable until they are paid in full in cash at a per annum
    rate equal to the Base Rate plus the Base Rate Margin.

(G) Fees.  ATA Airlines will pay Foothill a Letter of Credit fee
    which will accrue at a rate equal to 0.85% per annum times
    the Daily Balance of the L/C Usage.  Upon the occurrence and
    during the continuation of an Event of Default, the L/C Fee
    will be increased to 2.85% per annum.

(H) Lender Group Expenses.  Expenses by the Lenders payable by
    ATA Airlines are:

       (i) Costs or expenses required to be paid by ATA Airlines
           under any of the Loan Documents that are paid,
           advanced, or incurred by the Lender Group;

      (ii) Fees or charges paid or incurred by the Agent in
           connection with the Lender Group's transactions with
           ATA Airlines under the Loan Documents, including fees
           or charges for photocopying, notarization, couriers
           and messengers, telecommunication, public record
           searches, filing, recording, and publication;

     (iii) Costs and expenses incurred by the Agent in the
           disbursement of funds to ATA Airlines or other members
           of the Lender Group;

      (iv) Reasonable costs and expenses paid or incurred by the
           Lender Group to correct any default or enforce any
           provision of the Loan Documents, or in gaining
           possession of the Collateral, or any portion thereof;

       (v) Audit fees and expenses of the Agent related to any
           inspections or audits to the extent of the fees and
           charges contained in the Credit Agreement;

      (vi) Reasonable costs and expenses of third party claims or
           any other suit paid or incurred by the Lender Group in
           enforcing or defending the Loan Documents or in
           connection with the transactions contemplated by the
           Loan Documents or the Lender Group's relationship with
           ATA Airlines;

     (vii) The Agent's reasonable costs and expenses incurred in
           advising, structuring, drafting, reviewing,
           administering, syndicating, or amending the Loan
           Documents; and

      (ix) The Agent's and each Lender's reasonable costs and
           expenses  incurred in terminating, enforcing, or
           defending the Loan Documents, irrespective of whether
           suit is brought, or in taking any action concerning
           the Collateral, including any costs and expenses
           incurred in connection with any action to lift the
           automatic stay, or any other action or participation
           by any member of the Lender Group in the Bankruptcy
           Case, including any contested matters or adversary
           proceedings, to the extent related to any of the
           foregoing.

(I) Conditions Precedent.  The initial extension of credit from
    the Lenders is contingent on:

       (i) The Court's interim approval of the New L/C Facility;

      (ii) The authorization of the Board of Directors of ATA
           Airlines to the execution, delivery and performance
           of ATA Airlines to the DIP Agreement;

     (iii) The payment of ATA Airlines of all Lender Group
           Expenses incurred in connection with the transactions
           evidenced by the DIP Agreement; and

      (iv) The Debtors' receipt of all approvals or licenses
           from any governmental authority.

(J) Maturity Date.  The DIP Agreement will continue in full
    force and effect for a term ending on that date that is the
    earliest to occur of:

       (i) August 2008;

      (ii) Forty days after Interim Approval if a Final Approval
           of the L/C Facility has not been entered prior to the
           expiration of the 40-day period;

     (iii) The date of substantial consummation of a plan of
           reorganization, unless the Reorganized Debtor
           executes and delivers to the Agent an Assumption
           Amendment; or

      (iv) The acceleration of the Obligations and termination of
           the Commitments.

(K) Indemnification.  ATA Airlines agrees to indemnify, save,
    defend and hold the Lender Group harmless from any loss,
    cost, expense, or liability, and reasonable attorneys fees
    incurred in connection with any L/C or any L/C Undertaking,
    subject to certain conditions.

(L) Protections.  The issuance of the L/Cs would be secured by a
    first priority security interest in the NCBI Collateral and
    any other funds or other property pledged in the future to
    satisfy the requirements of the Credit Agreement.

    The Lender Group will have first priority liens in the NCBI
    Collateral.  The protections granted to the Lender Group will
    be provided the same recognition as NCBI under the Southwest
    Airlines, Inc., DIP Financing.  The Lender Group will also be
    granted a superpriority administrative expense claim for any
    deficiency subject only to the:

       (i) Carve-Out, and

      (ii) the administrative priority claims granted under the
           Debtors':

           (x) Cash Collateral Use Agreements and the Settlement
               Agreement with the ATSB Lenders,

           (y) DIP Financing Agreement with Southwest Airlines,
               and

           (z) DIP Financing with the Indiana Transportation
               Finance Authority.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: C8 Airlines Wants Oct. 25 as Admin. Claims Bar Date
-----------------------------------------------------------------
Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
tells the Court that C8 Airlines, Inc., formerly known as Chicago
Express Airlines, Inc., needs to determine the amount and number
of the administrative expense claims filed against it to properly
administer its estate and develop and finalize a plan for the
final administration of the C8 estate.

C8 Airlines ceased operations as an airline on March 28, 2005.
Substantially all of the assets of C8 Airlines were sold to CSC
Investment Group, Inc., through an auction.

C8 Airlines asks the Court to establish Oct. 25, 2005, as the
deadline for filing requests for the allowance or payment of
administrative expense claims against it.

Pursuant to Section 503(a) of the Bankruptcy Code, any entity may
file a request for payment of an administrative expense.

C8 Airlines proposes that administrative expense claims that arose
before October 1, 2005, and that remain unpaid, other than the
claims of professionals for fees and reimbursement of expenses, be
subject to the C8 Admin Bar Date.

C8 Airlines presented to the Court a proposed notice of the Bar
Date and the administrative claim form that it will serve to
creditors.  Under C8 Airlines' proposal, any creditor who fails to
file a request for the allowance or payment of its C8 Admin Claim
on or before the C8 Admin Bar Date will be forever barred from
asserting its claim against C8 Airlines.

In addition, any governmental entity who fails to file a request
for the allowance or payment of its administrative tax claim under
Section 101(27) of the Bankruptcy Code on or before the later of
(i) the C8 Admin Bar Date; or (ii) 90 days after the filing of any
required tax return relating to the administrative tax claim, will
be forever barred from asserting its claim.

Any creditor who has already filed a motion for the allowance or
payment of an administrative expense claim or with whom C8
Airlines has filed a stipulation agreeing to the amount of any C8
Admin Claim need not file anything further.

                     Notice of the Bar Date

Pursuant to Rule 2002(a)(7) of the Federal Rules of Bankruptcy
Procedure, C8 Airlines proposes to serve the C8 Admin Bar Date
Notice, together with the C8 Admin Claim Form, to parties-in-
interest.

The C8 Admin Bar Date Notice and the C8 Admin Claim Form will also
be posted on the Web site of BMC Group, C8 Airlines' notice,
claims and balloting agent.  Any person or entity may obtain a
copy of those documents by going to the BMC Web site at
http://www.bmcgroup.com/ataor by calling 1-888- 909-0100.

Under C8 Airlines' proposal, claimants would receive 20 days'
notice as required by Bankruptcy Rule 2002.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AVISTA CORP: S&P Raises Corporate Credit Rating to B-1 from B-2
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its short-term
corporate credit rating to 'B-1' from 'B-2' on Avista Corp.,
mainly reflecting the removal of the ratings trigger at the bank
line supporting subsidiary Avista Energy Inc.'s trading
operations.  Additionally, Avista's  'BB+' CCR and all issue
ratings were affirmed.  The outlook is stable.

"We expect Avista to continue to aggressively pay down debt and
avoid making further capital investments in unregulated
businesses," Standard & Poor's credit analyst Swami Venkataraman
said.  "The direction of future rating changes is expected to be
positive, but financial ratios that are currently weak for the
rating, continued vulnerability to poor hydroelectric years, and
the risk of volatility in the energy trading operation preclude a
positive outlook at this time.  Ratios are expected to approach
investment-grade benchmarks only beyond 2007, even under average
water conditions.  Given the relatively stable nature of utility
cash flows, downside risk is limited mainly to substantial losses
at Avista Energy."

The ratings on Avista Corp. reflect the consolidated credit
profile of the company's stable utility business, its higher-risk
energy trading subsidiary Avista Energy, and other small
nonregulated subsidiaries.

Avista Utilities serves about 327,000 electricity customers in
eastern Washington and northern Idaho, and 300,000 natural gas
customers in Washington, Idaho, and Oregon.


B & L FREIGHT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: B & L Freight, Inc.
        12240 Commissioner Drive
        North Jackson, Ohio 44451

Bankruptcy Case No.: 05-46027

Chapter 11 Petition Date: September 23, 2005

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: D. Keith Roland, Esq.
                  Law Office of D. Keith Roland
                  1192 North Road Northeast
                  Warren, Ohio 44483
                  Tel: (330) 759-9838

                        - and -

                  James H. Beck, Esq.
                  Olde Courthouse Building
                  Seven Court Street
                  Canfield, OH 44406-1407
                  Tel: (330) 533-2601

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service                              $1,500,000
Cincinnati, OH 45999

State Of Indiana                                        $200,000
242 State House
Indianopolis, IN 46204

State Of Ohio                                           $100,000
South Broad Street
Columbus, OH 43215

Sky Bank                      Bank loan                  $95,000

Wisconson Workers Comp.                                  $70,000

BP Des Moines                 Trade debt                 $70,000

Enterprise Truck Rental       Trade debt                 $58,000

Speedway /Emeral Marketing    Trade debt                 $35,000

NAPA                          Trade debt                 $21,000

Atty. John Tarkowski          Trade debt                 $19,500

Ericson Oil                   Trade debt                 $17,000

Blue Cross/ Blue Shield       Trade debt                 $15,000

Indiana Auto Collision        Trade debt                 $12,000

Noth Central Tire             Trade debt                 $10,000

Goutys                        Trade debt                  $5,000

Neff Auto                     Trade debt                  $5,000

Aborgast                      Bank loan                   $4,500

Atty. Jeff Charles            Trade debt                  $4,000

Midwest Management            Trade debt                  $3,200

Peggy Rathbourne              Trade debt                  $2,500


BADGER PAPER: Selling Assets to James Azzar for $2.56 Million
-------------------------------------------------------------
Badger Paper Mills, Inc. (Nasdaq SmallCap:BPMI) entered into a
binding letter of intent with James D. Azzar, providing for the
acquisition of Badger Paper Mills, through a merger with an entity
to be formed by Mr. Azzar for $2.56 million.  Pursuant to the
agreement, Badger shareholders would receive $1.25 in cash per
share of Badger Paper Mills common stock.

The letter of intent provides no financing or due diligence
contingencies to the closing of the merger.  Mr. Azzar will
personally guarantee the payment of the merger consideration.

The letter of intent provides that as soon as practicable
following signing of the definitive merger documentation, Badger
Paper Mills will de-register under the Securities Exchange Act of
1934, as amended, which it is currently eligible to do, and will
no longer be a reporting company under the SEC rules and
regulations.

The closing of the merger will be contingent upon receiving the
approval at a meeting of shareholders of Badger Paper Mills of the
requisite vote of such shareholders, as required by Badger Paper
Mills' constitutional documents and applicable Wisconsin law.

Following execution of the definitive merger agreement and until
the closing, Mr. Azzar will be given the right to participate in
the management of Badger Paper Mills, and Badger Paper Mills will
agree to operate in the ordinary course of business, consistent
with past practice, during such period.

                      Cash Flow Questions

Badger Paper Mills disclosed in its Quarterly Report on Form 10-Q
for the quarter ended June 30, 2005 that:

"The Company has developed several different cash flow projections
for the third and fourth quarters of 2005.  Under certain
assumptions, some of these projections, when taken together with
other funds expected to be generated and available to the Company,
project sufficient available bank borrowings to fund the Company's
cash flow needs for 2005.  However, other projections, using
different assumptions and estimates, forecast insufficient
borrowing availability to fund the Company's cash flow needs
during certain periods in the third and fourth quarters of 2005...
Any unfavorable variances in any such assumption or estimate, even
under the most favorable cash flow projection, could have a
material adverse effect on the Company's liquidity."

                     Bankruptcy Warning

"A cash flow or liquidity problem would have a material adverse
effect on the Company's operations," the Company continued.
"If such a condition materializes, the Company may be required
to restructure its obligations to creditors, further restrict
its operations in the ordinary course of business or seek
protection from creditors under the United States Federal
Bankruptcy Laws. . . ."

As the third quarter has developed, weakening business conditions
and increased energy costs have heightened these concerns for
Badger Paper Mills' board and management.  Badger Paper Mills
believes that these factors have increased the probability that
the Company would be unable to fund its cash flow needs through
the end of 2005, thereby increasing the probability that the
Company would be required to file for bankruptcy.

Badger President and Chief Executive Officer Ron Swanson stated,
"we believe that the merger with James Azzar will position the
Company for healthy performance and operation following the
merger."

At the meeting of Badger Paper Mills' board of directors on
Sept. 20, 2005, at which the board approved the letter of intent,
Sanabe and Associates, LLC, Badger Paper Mills' financial advisor,
provided the board with its preliminary oral opinion that the
proposed transaction described in the letter of intent, including
the price per share, is fair from a financial point of view to the
shareholders of Badger Paper Mills and will provide its formal
written opinion to that effect, in connection with the approval of
definitive merger documentation.

                     Forbearance Agreement

On Aug. 15, 2005, the Company and PNC Bank, National Association,
entered into a Forbearance Agreement pursuant to which PNC agreed
to:

     (i) forbear from taking any action to collect or otherwise
         accelerate the outstanding balance due under the Credit
         Agreement; and

    (ii) waive the Company's compliance with the $2,000,000
         undrawn availability covenant contained in the Credit
         Agreement for the period from and after March 31, 2005.

In consideration of PNC's forbearance, the Company is required to
pay to PNC a fee in the amount of $100,000, which is payable in
four equal installments of $25,000 each.  The first installment is
due and payable to PNC on Aug. 15, 2005, and the three remaining
installments are payable to PNC on Aug. 31, Sept. 30 and Oct. 31,
2005, respectively.

Under the Forbearance Agreement, which became effective Aug. 1,
2005, and expires Oct. 31, 2005, the Company is subject to these
terms and conditions:

   -- The Company's maximum revolving advance amount is reduced to
      $7,000,000 from $9,500,000.

   -- The Company must maintain undrawn availability of not less
      than:

      (a) at any time that the aggregate outstanding advances
          exceed $4,500,000, undrawn availability of not less than
          $1,750,000;

      (b) at any time that the aggregate outstanding advances are
          less than $4,500,000, but are equal to or greater than
          $3,500,000, undrawn availability of not less than
          $1,500,000; and

      (c) at any time that the aggregate outstanding advances are
          less than $3,500,000, undrawn availability of not less
          than $1,250,000.

The failure of the Company to:

     (i) maintain undrawn availability in the amounts set forth
         above for any period of five consecutive business days,
         or

    (ii) maintain on any day undrawn availability in at least an
         amount equal to the greater of:

          (a) $1,000,000, or

          (b) 20% of the remainder of:

                  (x) the formula amount (as defined in the
                      Forbearance Agreement), minus:

                  (y) $100,000, constitutes a violation of the
                      Forbearance Agreement.

   -- The Company cannot incur net losses (calculated on a FIFO
      basis and exclusive of the one-time write-off of the
      Fourdrinier inventory) in excess of the amounts set forth
      below for the applicable period:

         Period                                  Amount
         ------                                  ------
         One month ending July 31, 2005       $1,050,000
         One month ending Aug. 31, 2005          825,000
         One month ending Sept. 30, 2005         800,000

   -- From July 1, 2005 through and including Oct. 31, 2005, the
      Company must maintain a positive cash flow calculated on a
      cumulative basis and provide to PNC on a weekly basis
      evidence of compliance with such requirement.

   -- The Company must provide to PNC on a weekly basis a written
      report summarizing on a weekly basis all material variances
      between the Company's projected operating budget cash flow
      and its actual results.

   -- The Company must provide to PNC on a weekly basis a weekly
      rollforward of Fourdrinier Inventory, together with average
      and actual sales price information.

   -- The Company must provide to PNC on a bi-monthly basis an
      update from the Company's investment bankers regarding the
      status of the Company's strategic options.

                     Financial Covenant Problems
                      Prompt Going Concern Doubt

As a result of the asset impairment charge and other factors in
the Company's Annual Report on Form 10-K for the year ended
December 31, 2004, which Badger filed with the Securities and
Exchange Commission, the Company is in violation of certain
financial covenants under its various credit agreements with its
lenders and the Company's auditors issued a "going concern" to
the Company's 2004 audited consolidated financial statements.
The Company is currently engaged in negotiations with its lenders
with respect to waiving such covenant violations and revising
the applicable financial covenants going forward.

As reported in the Troubled Company Reporter on Apr. 6, 2005,
the Company has hired a consultant to assist in developing a
market strategy focused on exploiting its expertise in specialty
paper grades and utilizing the Company's diverse manufacturing
and converting capabilities.  In addition, the consultant is
working with the Company to improve profitability.

Badger Paper Mills, Inc. has been producing paper and paper
products in Wisconsin since it was incorporated under the laws of
the State of Wisconsin in 1929.  It operates its business in its
Peshtigo and Wisconsin facilities.


BANNER ALUMINUM: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: Banner Aluminum, Inc.
             504 South 33 Street
             Fort Pierce, Florida 34947

Bankruptcy Case No.: 05-34889

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Banner Exteriors, Inc.                     05-34890

Chapter 11 Petition Date: September 16, 2005

Court: Southern District of Florida (Palm Beach)

Judge: Steven H. Friedman

Debtor's Counsel: Brad Culverhouse, Esq.
                  505 Beach Court
                  Fort Pierce, Florida 34950
                  Tel: (772) 465-7572

                             Total Assets        Total Debts
                             ------------        -----------
Banner Aluminum Inc.            Unknown            Unknown

Banner Exteriors, Inc.          Unknown            Unknown

The Debtors' list of their 20 Largest Unsecured Creditors was not
available at press time.


BBI ENTERPRISES: Exclusive Plan-Filing Period Extended to Dec. 5
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District Of Michigan
further extended, through and including Dec. 5, 2005, the time
within which BBi Enterprises, L.P., and its debtor-affiliates have
the exclusive right to file a chapter 11 plan or to file a
combined plan and disclosure statement.  The Debtors also retain
the exclusive right to solicit acceptances of that plan from their
creditors through Feb. 6, 2006.

The Debtors explain that it have a pending request with the Court
for authority to sell substantially all of their assets.  But
because of unresolved issues related to that asset sale, the
Debtors anticipate that the sale will not be completed by
Sept. 30, 2005.

The Debtors gave the Court four reasons in support of the
extension:

   1) they have encountered and are still resolving a variety of
      logistical and practical issues in their chapter 11 cases
      that have made the extension necessary;

   2) they have been working diligently to finalize the terms of
      the asset sale and resolve any other unresolved issues in
      connection with that sale;

   3) they have the unique knowledge regarding their financial
      condition and remaining assets, which makes them the most
      logical proponent for a confirmable plan with the lease
      expense to their estates; and

   4) they have been cooperating with the Unsecured Creditors
      Committee throughout their chapter 11 cases in order to
      formulate a consensual plan.

Headquartered in Bloomfield Hills, Michigan, BBi Enterprises,
L.P., designs, manufactures and supplies thermal and acoustic
components to the North American OEM Automotive industry.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 4, 2005 (Bankr. E.D. Mich. Case No. 05-46580).  Joseph M.
Fischer, Esq., Robert A. Weisberg, Esq., and Lawrence A. Lichtman,
Esq., at Carson Fischer, P.L.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $10 million to $50 million in assets
and debts.


BBI ENTERPRISES: Has Until Oct. 31 to Decide on Unexpired Leases
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District Of Michigan
extended, until Oct. 31, 2005, the period within which BBi
Enterprises, L.P., and its debtor affiliates can elect to assume,
assume and assign, or reject their unexpired nonresidential real
property leases.

The Debtors explain that they are currently parties to a number of
unexpired nonresidential real property leases.

The Debtors gave the Court three reasons in favor of the
extension:

   1) they are currently in the process of reviewing and analyzing
      their business operations, including a review of their
      unexpired leases and executory contracts to determine
      whether those leases and contracts are beneficial to their
      businesses and estates;

   2) the extension is necessary in view of their pending motion
      with the Court for permission to sell substantially all of
      their assets; and

   3) they are current on all post-petition rent payments under
      the unexpired leases and the landlords of those leases will
      not be prejudiced by the extension of their lease decision
      periods.

Headquartered in Bloomfield Hills, Michigan, BBi Enterprises,
L.P., designs, manufactures and supplies thermal and acoustic
components to the North American OEM Automotive industry.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 4, 2005 (Bankr. E.D. Mich. Case No. 05-46580).  Joseph M.
Fischer, Esq., Robert A. Weisberg, Esq., and Lawrence A. Lichtman,
Esq., at Carson Fischer, P.L.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $10 million to $50 million in assets
and debts.


BEAR STEARNS: Fitch Retains Class B-4 Certificates at Junk Level
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Bear Stearns
Mortgage Securities Inc., series 1997-6:

   Series 1997-6 ARM pool:

     -- Class 3A affirmed at 'AAA'.

   Series 1997-6 FRM pool:

     -- Class 1A - 2A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'A+';
     -- Class B-3 downgraded to 'BBB-' from 'BBB';
     -- Class B-4 remains at 'C'.

All of the loans in the aforementioned transactions consist of
either adjustable-rate mortgages or fixed-rate mortgages extended
to prime borrowers.

The affirmations, affecting approximately $8.8 million in series
1997-6 ARM pool and $18.9 million in series 1997-6 FRM pool,
reflect performance and credit enhancement levels that are
generally consistent with expectations.  The downgrade reflects a
decrease in CE relative to future loss expectations and affects
approximately $1.15 million of outstanding certificates.

For series 1997-6 ARM pool, the senior class is protected by a
large amount of CE, approximately $6.72 million, or 43% of the
current collateral balance.  This high level of protection should
be more than adequate to protect the bond from future losses.  The
pool factor (outstanding mortgage principle as a percentage of the
initial pool) is 11%, and the pool is 92 months seasoned.

For series 1997-6 FRM pool, the B-3 class has $708,489 or 3.53%
(as of the most current distribution date) in subordination.  The
high delinquency rate, especially in foreclosure and real estate
owned, puts this class at a greater risk of future losses.  The
pool factor for this deal is 9%, and the pool is 92 months
seasoned.


BRADLEY PHARMACEUTICALS: Wachovia Financing to Close by Nov. 9
--------------------------------------------------------------
Bradley Pharmaceuticals, Inc. (NYSE: BDY) disclosed an update as
to the anticipated timing of its establishment of a replacement
credit facility led by Wachovia Bank, National Association, the
administrative agent for the lenders that are party to the
Company's current $125 million credit facility.

This new facility is currently the subject of commitment documents
with Wachovia that anticipate a closing by Nov. 9, 2005, rather
than the first half of the third quarter as previously announced
by the Company in June 2005.  This refinancing should permit the
Company to satisfy in its entirety all obligations under its 4%
Convertible Senior Subordinated Notes due 2013 in addition to
providing the Company with both term loan and revolving credit
facilities.  The Company previously disclosed that the notes are
in default and have been accelerated as a result of the Company's
failure to file its Annual Report on Form 10-K.

The Company received a notice on Apr. 25, 2005, from a beneficial
holder of the Company's 4% Convertible Senior Subordinated Notes
due 2013 claiming a default under the related indenture as a
result of the Company's failure to file its Annual Report on Form
10-K.  The notice said that the default, if not cured within 30
days after receipt of that notice, would constitute an event of
default entitling the trustee or note holders to accelerate
maturity of the Convertible Notes, which have an aggregate
principal amount of $37 million.

                    $1 Million Restatement

On April 21, 2005, the Company received notice from its
independent auditors, Grant Thornton LLP, that during their
audit of the Company's financial statements for the year ended
December 31, 2004, which they have not completed, they became
aware of information indicating that a transaction recorded as a
sale by the Company in the quarter ended September 30, 2004 did
not meet the criteria for revenue recognition in that period.  On
April 25, 2005, the Company received a further notice from Grant
Thornton LLP advising of a material weakness in the Company's
internal controls in connection with the approval and
consideration by appropriate personnel of all terms and conditions
of the transaction and recommending that the Company implement
controls relating to the approval and communication of all terms
and conditions of all sales transactions.

The transaction consisted of a sale of approximately $1 million of
Deconamine Syrup shipped and paid for in the third quarter.  Based
on information provided by the Company, Grant Thornton LLP has
indicated its conclusion that the sale did not meet the criteria
for revenue recognition after the customer expressed its
intentions to return the product and the sale was modified in that
the Company would accept all unsold product as of Feb. 1, 2005,
with credit granted against other trade amounts owed by the
customer.

As a result of the non-recognition of revenue in the third quarter
from this sale, the Company's consolidated statement of income for
the third quarter of 2004 will need to be adjusted and restated to
reduce net sales by $1,043,907 to $27,452,698, net income by
$613,594 to $3,047,789, and the Company's consolidated balance
sheet as of September 30, 2004, will need to be adjusted and
restated to record $1,043,907 of deferred revenue.

Bradley Pharmaceuticals, Inc. (NYSE: BDY) --
http://www.bradpharm.com/-- was founded in 1985 as a specialty
pharmaceutical company marketing to niche physician specialties in
the U.S. and 38 international markets.  Bradley's success is based
on the strategy of Acquire, Enhance and Grow.  Bradley Acquires
non-strategic brands, Enhances these brands with line extensions
and improved formulations and Grows the products through
promotion, advertising and selling activities to optimize life
cycle management.  Bradley Pharmaceuticals is comprised of Doak
Dermatologics, specializing in topical therapies for dermatology
and podiatry, and Kenwood Therapeutics, providing
gastroenterology, respiratory and other internal medicine brands.


C ACQUISITIONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: C Acquisitions, LLC
        252 Chester Stevens Road
        Franklin, Tennessee 37067

Bankruptcy Case No.: 05-11708

Chapter 11 Petition Date: September 23, 2005

Court: Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: William T. Cheek, III, Esq.
                  Bone Mcallester Norton PLLC
                  511 Union Street, Suite 1600
                  Nashville City Center
                  Nashville, Tennessee 37219
                  Tel: (615) 238-6308
                  Fax: (615) 687-5785

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have unsecured creditors who are not insiders.


CALPINE CORP: Noteholders Raise Concerns Over Reinvestments
-----------------------------------------------------------
Calpine Corporation (NYSE: CPN) received letter from The Bank of
New York, the Collateral Trustee for Calpine's Senior Secured Note
Holders, informing Calpine of disagreements purportedly raised by
certain holders of Calpine's First Priority Senior Secured Notes
regarding the company's reinvestment of the proceeds from its
recent sale of domestic gas assets.

As a result of these concerns, the Trustee has informed Calpine
that they will be withholding withdrawals from the gas sale
proceeds account until these disagreements can be resolved.
Calpine sold its domestic oil and gas assets in July 2005 for
$1.05 billion, less approximately $60 million of estimated
transaction fees and expenses.  Calpine is evaluating its options
in response to the Trustee's letter and intends to pursue all of
its legal rights and remedies to resolve the dispute as soon as
possible.

In accordance with its existing bond indentures, the proceeds from
the sale of the gas assets were offered to holders of the
company's First Lien Notes.  The aggregate principal amount of the
outstanding First Lien Notes was $785 million, of which notes
totaling approximately $139 million were tendered to the company
in response to Calpine's offer.

As reported in its Quarterly Report on Form 10-Q for the three
months ended June 30, 2005, and as allowed under the company's
indentures, Calpine is permitted to use the proceeds from the sale
of its gas assets to acquire eligible natural gas and geothermal
energy assets.  Calpine has utilized approximately $360 million of
the proceeds to acquire eligible natural gas assets.  Following
these acquisitions, approximately $400 million remains in the gas
sale proceeds account with the Trustee.

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, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent
convertible notes due 2015.  The proceeds from that convertible
debt issue will be used to redeem in full its High Tides III
preferred securities.  The company will use the remaining net
proceeds to repurchase a portion of the outstanding principal
amount of its 8.5% senior unsecured notes due 2011.  S&P said its
rating outlook is negative on Calpine's $18 billion of total debt
outstanding.

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).


CATHOLIC CHURCH: Spokane Interim Fee Hearing Continued on Nov. 14
-----------------------------------------------------------------
The hearing on the Association of Parishes' request to terminate
or modify the Interim Fee Procedures is continued to Nov. 14,
2005, at 1:30 p.m., by phone.

The U.S. Bankruptcy Court for the Eastern District of Washington
will hear any outstanding objections to pending fee applications
during the Nov. 14, 2005 hearing.

"Prior to that hearing, counsel wishing to have a hearing on their
fee application must contact chambers to schedule the hearing and
must send notice of said hearing to all parties," Judge Williams
says.

As previously reported, the Association of Parishes in the Diocese
of Spokane's Chapter 11 case asked the U.S. Bankruptcy Court for
the Eastern District of Washington to terminate the order
establishing interim fee application and expense reimbursement
procedures, or at least to substantially modify the Order in a
manner that the Diocese can represent to the Court that there is
not a substantial negative impact on the Diocese's liquidity or
cash flow position.

John D. Munding, Esq., at Crumb & Munding, P.S., in Spokane,
Washington, explains that due to the large amount of fees incurred
by all professionals who are entitled to be paid by the estate,
the payments to counsel under the Interim Fee Application
Procedures Order directly impairs Spokane's liquidity and cash
position.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: St. George's Taps Director for Settlement Process
------------------------------------------------------------------
On September 12, 2005, the Most Reverend Douglas Crosby, OMI,
Bishop of the Roman Catholic Episcopal Corporation of St.
George's, said in a press release that Father Jim Robertson,
Associate Pastor for the Cathedral Parish, will serve as
coordinator of the Diocese's settlement of creditor claims.

Bishop Crosby also disclosed that due to the media attention given
to the settlement agreement, donations have been pouring in.  The
Diocese has received financial gifts from CN$50 to CN$10,000 from
individuals.  One businessman from southern Ontario has pledged
CN$100,000 to help the Diocese meet its commitments.

As previously reported, the Supreme Court of Newfoundland and
Labrador, Canada, approved on July 5, 2005, a proposal by the
Diocese to compensate its creditors, particularly victims of
sexual abuse, outside of bankruptcy.

Creditors overwhelmingly approved the proposal on May 25, 2005.

Total payments under the settlement agreement will amount to in
excess of $13.1 million, payable in 30 months.

The Diocese has made its first payment of almost $2 million on
July 22, 2005.  According to Bishop Crosby, the funds were
obtained from parish and diocesan savings and investments.

"The terms of the agreement are demanding and it will be a major
challenge for us to fulfill them, but we are committed to this
effort because we believe it is a healing opportunity for all who
have suffered from these sad events," Bishop Crosby said.

The Diocese of St. George's -- http://www.rcchurch.com/--  
established in 1904, is located in Western Newfoundland.  It
serves a Catholic population of 32,060 found in 20 parishes under
the pastoral care of 18 priests.  St. George's is one of four
Catholic dioceses in the province.  The Diocesan Centre is located
in Corner Brook.  (Catholic Church Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CCC INFORMATION: Inks $495 Million Merger Deal with Investcorp
--------------------------------------------------------------
CCC Information Services Group Inc. (Nasdaq:CCCG) signed a
definitive agreement to be acquired by an affiliate of Investcorp,
the global investment group.  Under the terms of the agreement,
CCC stockholders will receive $26.50 in cash for each share of CCC
common stock, representing a 10.3% premium over the average
closing price of CCC's stock for the last 90 trading days.
The fully diluted equity value of the transaction is approximately
$495 million.

"This transaction delivers excellent value to CCC Information
Services stockholders, and we look forward to pursuing with
Investcorp a range of opportunities that lie ahead for our
Company," said Githesh Ramamurthy, Chairman and CEO of CCC.
"The successful completion of this transaction, combined with our
tender offer in 2004, will result in our having returned
approximately $700 million to our stockholders.  This transaction
represents an endorsement of the success of CCC's business, and
our ongoing commitment to provide our customers with significant
value."

"CCC is the recognized leader in its market, with outstanding
products and services and a strong management team," said
Christopher Stadler, Investcorp's Head of Corporate Investments
for North America.  "We look forward to working with the CCC team,
led by Githesh Ramamurthy, to continue to create value for CCC's
customers and to pursue the opportunities for growth we see in
existing business lines and new products and customer solutions."

CCC will continue to be headquartered in Chicago and led by the
current management team, including Mr. Ramamurthy as CEO.

The merger agreement has been unanimously approved by the Board of
Directors of CCC.  In addition, CCC's two largest stockholders
have agreed to vote shares in favor of the transaction
representing approximately 30% of the voting power of the
Company's outstanding shares.  Specifically, White River Ventures,
Inc. has agreed to vote a total of 4,751,735 shares of CCC Common
Stock, and Capricorn Investors III, L.P. has agreed to vote its 51
shares of Series F Preferred Stock.

The transaction is expected to close during the fourth quarter of
2005, subject to various conditions, including approval of the
transaction by CCC's stockholders and the expiration of the
applicable waiting period under the Hart-Scott-Rodino Act.  The
definitive agreement includes customary provisions permitting
CCC's board to receive and accept an alternative proposal if that
proposal is more favorable to the Company's stockholders and
reasonably capable of being completed, subject to expense
reimbursement and payment of a termination fee.

Credit Suisse First Boston LLC acted as financial advisor to CCC.
Latham & Watkins LLP acted as legal advisor to CCC and Gibson Dunn
& Crutcher LLP acted as legal advisor to Investcorp.  O'Melveny &
Myers LLP acted as legal advisor to Capricorn Investors II and
III, L.P.

Investcorp -- http://www.investcorp.com/-- is a global investment
group with offices in New York, London and Bahrain. The firm has
four lines of business: corporate investment, real estate
investment, asset management and technology investment. It was
established in 1982 and has since completed transactions with an
aggregate value of approximately $25 billion.

Headquartered in Chicago, CCC Information Services Group Inc.
(NASDAQ:CCCG) -- http://www.cccis.com/-- is a leading supplier of
advanced software, communications systems, Internet and wireless-
enabled technology solutions to the automotive claims and
collision repair industries.  Its technology-based products and
services optimize efficiency throughout the entire claims
management supply chain and facilitate communication among
approximately 21,000 collision repair facilities, 350 insurance
companies, and a range of industry participants.

At June 30, 2005, CCC Information's balance sheet showed a
$106,850,000 stockholders' deficit, compared to a $121,875,000
deficit at Dec. 31, 2004.


CCC INFORMATION: S&P Places B+ Corporate Credit Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating for Chicago, Illinois-based CCC Information Services
Inc. on CreditWatch with negative implications.  This action
follows the announcement that CCC has signed a definitive
agreement to be acquired by an affiliate of Investcorp.  CCC
stockholders will receive $26.50 in cash for each share of CCC
common stock, representing a fully diluted equity value of the
transaction of approximately $495 million.

"The CreditWatch negative listing reflects the uncertainty
surrounding the financing plans for this transaction.  Standard &
Poor's will monitor the progress of the acquisition, and will
determine the appropriate ratings actions, based upon our review
of Investcorp's plans for CCC's new capital structure," said
Standard & Poor's credit analyst Ben Bubeck.

At the close of this transaction, Standard & Poor's will withdraw
its 'B+' senior secured debt rating on the existing bank loan,
which will be repaid.  The corporate credit rating will also be
withdrawn if there is no publicly rated debt in the new capital
structure.


CHEMTURA CORP: Moody's Affirms Ba1 Corporate Family & Debt Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Chemtura
Corporation (Chemtura -- Corporate Family Rating of Ba1) and
changed the outlook on the company's ratings to negative from
stable.  The outlook revision incorporates Chemtura's recent
announcement that third and fourth quarter 2005 operating
performance will likely be lower than anticipated.  Chemtura was
formed by the stock for stock merger of Crompton Corporation with
Great Lakes Chemical in July of 2005.

The reduction in operating performance has been attributed to
major shortfalls versus forecast in the legacy Great Lakes
businesses, including:

   * Pool,
   * Spa,
   * Home Care,
   * Polymer Stabilizers,
   * Flame Retardants, and
   * Flourine Specialties.

These reductions will contribute more than 60% of the shortfall.
Approximately 15% is due to direct costs of Hurricane Katrina.
Shortfalls in Plastic Additives, Rubber Chemicals, Petroleum
Additives and Crop Protection contributed to the balance (25%),
following strong performance by these businesses in the second
quarter of 2005.  The shortfalls versus forecast amount to about
$40 million in lower than expected operating income.  Moody's is
concerned that the unexpected shortfall's may indicate that
management's post merger improvement plans will take longer to
implement than expected and that aggressive pricing initiatives
across many product lines may prove harder to achieve while
indirectly resulting in some of the unanticipated shortfalls.

The negative outlook reflects Moody's expectation that the company
may now be pressured to generate at least $350 - $400 million of
retained cash flow in 2005 and 2006, and that it will be more
difficult to sustain or increase the second quarter's volume of
business.  The outlook could be moved to stable if stronger than
expected demand or a further reduction in contingent liabilities
results in sustainable annualized retained cash flow in the $350 -
$400 million range.  Conversely, the ratings or outlook could be
lowered if the company's financial results remain substantially
below Moody's prior forecast, thereby causing adjusted debt to
EBITDA to exceed 3.5 times or retained cash flow to total debt of
materially less than 20% over the next 18-24 months.

That the majority of the ratings are at the Ba1 level reflecting
both the unsecured nature of the new bank agreement and the
efforts by management to provide parent and subsidiary guarantees
such that all debt is effectively in the same position in a
default scenario.  Moody's notes that in such a scenario the banks
will likely initially benefit from the presence of a springing
equity pledge tied to ratings downgrades that may also be provided
to public debt holders albeit in a staggered fashion.

Ratings affirmed:

   * Corporate Family Rating -- Ba1

   * Senior Unsecured Notes due 2012, $375 million -- Ba1

   * Senior Unsecured Floating Rate Notes due 2010, $225 million
     -- Ba1

   * Senior Unsecured Notes, $260 million due 2023 and 2026 -- Ba1

   * Senior Unsecured Notes, $10 million due 2006 -- Ba1

   * Senior Unsecured Notes, $400 million due 2009 -- Ba1

Headquartered in Middlebury, Connecticut, Chemtura manufactures a
variety of:

   * polymer and rubber additives,
   * castable urethane pre-polymers,
   * ethylene propylene diene monomer,
   * extruders,
   * crop protection chemicals,
   * brominated flame-retardants,
   * recreational water treatment chemicals, and
   * brominated/fluorinated specialty chemicals.

The combined company had pro forma 2004 revenues and EBITDA (as
estimated by Moody's and EBITDA adjusted for one time charges) of
$4.2 billion and approximately $400 million, respectively.


COLLINS & AIKMAN: To Make Postpetition Deposits to Utilities
------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates have
reached an agreement with seven utility companies concerning the
adequate assurance of payment pursuant to Section 366 of the
Bankruptcy Code.

The Debtors agree to tender to the Utilities one-month
postpetition deposit equal to:

     Utility                              Deposit
     -------                              -------
     American Electric Power              $56,180
     Ameren UE                             12,924
     Baltimore Gas & Electric Co.         248,030
     Carolina Power & Light Co.           365,042
     Colonial Gas Company                  15,000
     DTE Energy Company                   262,350
     Duke Energy Corporation              130,467

The Utilities will retain the Deposits in accordance with their
state laws, regulations and tariffs and the Deposits will ear
interest in accordance with the Tariffs.

The parties also agree that any unpaid, undisputed charges for
utility services furnished by the Utilities to the Debtors on and
after the Petition Date will constitute an administrative
expense.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Court Approves Lazard's Revised Engagement
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved the revised Engagement Letter governing Collins & Aikman
Corporation and its debtor-affiliates' retention of Lazard Freres
& Co., LLC.

The Debtors hired Lazard Freres as investment banker and proposed
to pay the Firm:

   a. a $150,000 monthly cash advisory fee payable in advance on
      the 7th day of each month;

   b. an $8,000,000 transaction fee, payable in cash upon the
      earlier of the confirmation and effectiveness of a Plan,
      and the consummation of a Transaction; and

   c. a financing fee equal to 5% of any equity, preferred stock,
      or convertible financing raised, which does not, in and of
      itself, constitute a Transaction.  The Financing Fee will
      be payable immediately upon the closing of any Financing.
      Any exit Financing secured to refinance the Debtors' DIP
      financing will not be considered a Financing.

Lazard Freres will credit against the Transaction Fee:

   1) 50% of the aggregate Monthly Fees actually paid by the
      Debtors in excess of $600,000; and

   2) 50% of any Financing Fees.

On August 5, 2005, the Debtors amended the provisions governing
payment of a Transaction Fee to Lazard Freres & Co., LLC.  Lazard
has added a sliding-scale M&A transaction fee in addition to the
flat $8 million Transaction Fee.  The total fee is calculated by
breaking down the Aggregate Consideration and multiplying each
increment by the corresponding incremental the fee would be
$1,000,000 + $750,000 + $600,000 which totals $2.35 million.

    Aggregate Consideration
         (in millions)               Incremental Fee %
    -----------------------          -----------------
           $0 -  $50                       2.000%
          $50 - $100                       1.500%
         $100 - $200                       1.200%
         $200 - $300                       1.000%
         $300 - $400                       0.900%
         $400 - $500                       0.800%
         $500 - $600                       0.750%
         $600 - $700                       0.700%
         $700 - $800                       0.650%
         $800 - $900                       0.625%
         $900 +                            0.600%

As reported in the Troubled Company Reporter, the Debtors'
Official Committee of Unsecured Creditors objected to Lazard
Freres' payment scheme saying it is fundamentally unfair to pre-
approve success fees in the Debtors' Chapter 11 cases due, in
part, to the Debtors' ongoing liquidity crisis.

The Committee noted that pre-approval of the M&A Transaction Fee,
which is limitless and could exceed the amount any Transaction Fee
will turn Lazard's focus to a premature sale of the Debtors'
assets and away from reorganizing the Debtors as a going concern

The Debtors and Lazard Freres have continued to explore ways to
set forth a fee structure, beyond monthly fees, that would be
acceptable to the Debtors' major constituencies.

On August 22, 2005, the Debtors and Lazard entered into a revised
Engagement Letter that modifies Lazard's Restructuring Fee so that
it would be paid on a sliding scale based on the Adjusted Plan
Value distributed to the Debtors' stakeholders under a plan of
reorganization, rather than an $8 million flat fee payable for
confirmation of Plan or consummation of a Restructuring
Transaction.

A full-text copy of the revised Engagement Letter is available at
no charge at http://ResearchArchives.com/t/s?1c4

The Debtors advise the Court that the revised Engagement Letter
is supported by JPMorgan Chase Bank, in its capacity as agent to
the Lenders under the Debtors' secured prepetition credit
facilities.  The Official Committee of Unsecured Creditors,
however, has not indicated its support for the Engagement Letter,
the Debtors add.

Lazard will be required to file a final fee application no
later than 45 days after the earlier of a confirmation of a
reorganization plan for the Debtors' Chapter 11 cases.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COMMUNITY HEALTH: S&P Affirms BB- Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Brentwood, Tennessee-based hospital operator Community Health
Systems Inc. to positive from stable.  Ratings on the company,
including the 'BB-' corporate credit rating, were affirmed.

"The outlook revision reflects Community's solid EBITDA growth,
and the prospects that its financial profile could improve over
the next two years and be sustained at a level consistent with a
higher rating," said Standard & Poor's credit analyst David
Peknay.

This progress may begin shortly because of the potential for a
conversion of $287.5 million of debt to common equity in October
2005.  Given that the company's common stock share price is
currently comfortably above the $33.50 per share conversion price,
the likelihood of a conversion is good.

The speculative-grade ratings on Brentwood, Tennessee-based
Community Health Systems Inc. reflect the industry challenges that
the company faces, such as the uncertain future reimbursement it
will receive from the government and other third-party payors.
This uncertainty is somewhat mitigated by Community Health's
diversified hospital portfolio.  The company's total debt
outstanding was $1.8 billion as of June 30, 2005.

Community Health, operating 69 hospitals in 21 states, primarily
in small, non-urban markets with stable or growing populations,
has seen its revenues grow about 60% since 2002.  The company
acquires weak, underperforming hospitals and attempts to build
revenues by enhancing physician recruitment and broadening
services.

Community Health is expected to continue to expand, adding about
two to four hospitals per year, net of hospital dispositions.
This strategy is somewhat risky because of the difficulty in
turning around acquired assets that are troubled.  However, the
company's:

   * diversified hospital portfolio;

   * strong position as sole provider in the majority of its
     communities; and

   * good results with previously acquired facilities help
     mitigate these risks.


COMPTON PETROLEUM: S&P Affirms B Senior Unsecured Debt Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit and 'B' senior unsecured debt ratings on Calgary,
Alta.-based Compton Petroleum Corp.  The outlook is stable.

"The ratings affirmation follows our review of Compton's
consolidated business and financial profile, both of which remain
consistent with the 'B+' ratings category," said Standard & Poor's
credit analyst Jamie Koutsoukis.

"Although firmly positioned at the 'B+' ratings level, Compton's
extensive portfolio of undeveloped acreage positions the company
well for near- to medium-term growth through the drill-bit.
Furthermore, Compton's growth related capital spending, on a per
flowing barrel basis, is roughly half of recent acquisition
prices; therefore, the company's capital efficiency should outpace
that of its Canadian peers.  As a result, we expect the company's
business profile will strengthen as both reserves and production
increase.  Compton's track record of outspending internal cash
flow as it works to grow and its persistently high leverage at
peak pricing levels remain a concern.  Nevertheless, the company's
overall credit profile should improve in the medium term if
reserves and production growth can be achieved without further
compromising its balance sheet," Ms. Koutsoukis added.

The ratings on Compton reflect:

   * the company's regional focus in western Canada;

   * the cash flow shortfalls resulting from its high capital
     spending; and

   * the company's exposure to hydrocarbon price volatility.

Although these factors hamper the ratings, they are somewhat
offset by Compton's internal growth prospects, its near-to-medium-
term focus on development drilling, and its operating cost
profile, which is consistent with the quality of the
hydrocarbons being produced and is competitive with other junior
producers.

As Compton has a sizable inventory of internal exploration and
development opportunities, the company is expected to meaningfully
increase both its production and reserves in the near to medium
term through an aggressive capital program that would see the
company drill more than 400 wells per year.  Standard & Poor's
expects Compton will outspend internally generated cash flows and
employ additional external debt to fund its ambitious growth
program, which should see the company's debt per barrels of oil
equivalent (boe) stay near 2004 levels of C$4.32/boe, which are
high when compared with similarly rated North American oil and gas
companies.  Despite the increases in debt and negative free cash
flow Compton's company's financial profile is expected to remain
in the 'B+' ratings category.


CONSTELLATION BRANDS: Acquiring Rex Goliath from Hahn Estates
-------------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) disclosed an
agreement to purchase the fast-growing Rex Goliath wine label from
California's Hahn Estates.  Terms of the purchase were not
disclosed and consummation of the transaction is expected in mid-
October.  Launched in summer 2002, Rex Goliath has become one of
the most successful product launches in the wine industry, with
sales exceeding more than 300,000 cases in 2004.  The brand
strengthens Constellation's premium California wine portfolio in
the $7.00 to $8.99 portion of the price category.  It will be
marketed and sold by Pacific Wine Partners, which is part of the
Constellation Wines U.S. organization.

"Rex Goliath is a wonderful addition to our portfolio and
complements the many other excellent wine offerings we provide to
consumers," stated Richard Sands, Constellation Brands chairman
and chief executive officer.  "Consumer demand for Rex Goliath has
it on a terrific growth trajectory.  The brand clearly has been
embraced by consumers across the U.S., and its growth in the
marketplace, combined with Constellation's distribution network
and routes-to-market, make it a very exciting opportunity for us.
This acquisition provides Constellation Brands with incremental
true growth."

Rex Goliath takes its name and label artwork from a turn-of-the-
century (19th to 20th) Texas circus attraction featuring a 47-
pound rooster billed as the world's largest.  The "HRM" moniker
used in the brand's full name, HRM Rex Goliath, stands for "His
Royal Majesty."

Hahn Estates, owned by the Nicolaus Hahn Family, owns 1,200 acres
of vineyard in Monterey County and is one of the leading wine
producers in the region.  Hahn Estates is also the proprietor of
the Smith & Hook, Hahn Estates and Red Flyer wine brands.  Hahn
President, Bill Leigon, stated, "The development of the Rex
Goliath Brand over the past three years as been one of the most
phenomenal and satisfying experiences of my 32-year career in the
wine industry. This opportunity affords us the ability to now
focus on our core business at Hahn Estates." For additional
information on Hahn Estates, please visit the winery's web site at
www.hahnestates.com or the sales & marketing web site:
www.wimbledonwine.com.

Constellation Brands, Inc. -- http://www.cbrands.com/-- is a
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories. Well-known brands in Constellation's
portfolio include: Corona Extra, Corona Light, Pacifico, Modelo
Especial, Negra Modelo, St. Pauli Girl, Tsingtao, Black Velvet,
Fleischmann's, Mr. Boston, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Stowells,
Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert
Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi
Private Selection, Blackstone, Ravenswood, Estancia, Franciscan
Oakville Estate, Simi and Robert Mondavi Winery brands.

                        *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and other ratings on alcoholic beverage producer
and distributor Constellation Brands Inc.

At the same time, ratings were removed from CreditWatch where they
were placed with negative implications on April 28, 2005.  The
CreditWatch listings followed the company's confirmation that it
was part of a consortium considering a potential takeover of
Allied Domecq PLC (BBB+/Watch Neg/A-2).  The ratings affirmation
and removal from CreditWatch follows Constellation's recent
announcement that it is no longer planning to pursue an offer for
Allied Domecq.

S&P said the outlook is negative.  At Feb. 28, 2005, Fairport,
New York-based Constellation had about $3.29 billion of total debt
outstanding.


CORNERSTONE PRODUCTS: Seeks Court Nod For Wells Fargo Deal
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas
approved an agreement outlining the terms for Cornerstone
Products, Inc.'s continued use of four injection molding machines
that pledged as collateral to secure repayment of a pre-petition
debt to Wells Fargo Equipment Finance, Inc.

Wells Fargo financed the Debtor's purchase of the injection
molding machines.  As security for the Debtor's debt, Wells Fargo
holds a perfected lien on these machines.  Wells Fargo asserts
that the Debtor owes approximately $1,715,769 under the financing
agreement.  MB Valuation appraised the machines in April 2004 at
the request of the Debtor and pegged the machines' liquidation
value at $1.4 million and fair market value at $2.1 million.  The
value of the machines declines every day Cornerstone uses them.

The Debtor tells the Bankruptcy Court that the machines are
essential to its continuing business operations and reorganization
efforts.  To provide Wells Fargo with adequate protection against
any diminution of its interest in the machines, the Debtor agrees
to make:

    a) a $25,000 payment to Wells Fargo within three days
       following the approval of the adequate protection
       agreement; and

    b) $15,000 monthly payments to Wells Fargo beginning Aug.
       2005.  Wells Fargo will apply the monthly payments to its
       secured claim.

The agreement also permits the lifting of the automatic stay to
permit Wells Fargo to exercise its legal right over the machines
if the Debtor fails to make the required adequate protection
payments when due.

Headquartered in Plano, Texas, Cornerstone Products, Inc. --
http://www.cornerstoneproducts.com/-- manufactures custom
injection molded plastic products.  The Company filed for
chapter 11 protection on July 5, 2005 (Bankr. E.D. Tex. Case No.
05-43533).  Frank J. Wright, Esq., at Hance Scarborough Wright
Ginsberg & Brusilow, L.L.P., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $59,595,144 and total
debts of $65,714,015.


CORNING INC: Evaluates Need to Impair Samsung Corning Investment
----------------------------------------------------------------
Corning Incorporated (NYSE: GLW) Vice Chairman and Chief Financial
Officer James B. Flaws:

   * reaffirms the company's third-quarter guidance excluding
     special items;

   * provides adjustments to third-quarter volume forecasts for
     display and optical fiber;

   * discusses potential special items expected in the third
     quarter; and

   * remarks on the recent  upgrade of Corning's debt rating.

"We continue to expect third-quarter sales for the company to be
in the range of $1.14 billion to $1.19 billion and earnings per
share (EPS) to be in the range of $0.20 to  $0.22, excluding
special items," Mr. Flaws says.

"As we near the close of the third quarter, we are pleased to
report that we have narrowed the range on our third-quarter volume
forecast for our Display Technologies segment to the upper end of
previous guidance.  Our total segment volume, which includes both
our wholly owned business and Samsung Corning Precision Glass Co.,
Ltd., is now expected to grow between 15 percent and 20 percent
sequentially in the third quarter."

He also provides an update on optical fiber volume guidance for
the third quarter.  "We now believe that sequential fiber volume
will be up 15 percent to 20 percent in the third quarter, whereas
our original guidance was for optical fiber volume to be flat to
down 5 percent.  This change is based on strengthened fiber demand
in North America," Mr. Flaws says.  The company does not expect
this change to impact its previously disclosed third-quarter
guidance for the Telecommunications segment of revenues flat to
down 5 percent.

Mr. Flaws reminds investors that the continuing strong growth in
the liquid crystal display (LCD) market, primarily for monitors,
will negatively impact the results of Samsung Corning Co., Ltd.,
the company's 50-percent equity venture that makes glass panels
and funnels for monitors and conventional televisions.
"We expect that Samsung Corning will incur impairment and
restructuring charges that will reduce Corning's equity earnings
by at least $100 million to $150 million in the third and fourth
quarters," he adds.

The company is evaluating the need to separately impair its
investment in Samsung Corning, which will approximate $200 million
to $250 million after the charges taken by Samsung Corning.  In
addition, Corning will record a restructuring charge of about
$30 million in the third quarter related to continued cost
reduction initiatives in its Telecommunications segment.

Mr. Flaws remarks on the progress the company has made reducing
debt levels and generating free cash flow.  "A year ago we set an
objective to restore Corning's credit rating to investment grade
at all three agencies.  We achieved this objective when Moody's
Investor Service upgraded our long-term debt rating to Baa3 with a
stable outlook."   In April of 2005, Standard & Poor's and Fitch
both restored Corning's long-term debt rating to investment grade.

Headquartered in Corning, New York, Corning Inc. is a global,
technology-based corporation that operates in four reportable
business segments: Display Technologies, Telecommunications,
Environmental Technologies, and Life Sciences.

                         *     *     *

Moody's Investors Service has upgraded the long-term debt rating
of Corning Incorporated.  The rating action reflects the company's
improving profitability, meaningful debt reduction efforts, and
strong liquidity position.  The rating outlook is stable.

Ratings upgraded with a stable outlook:

Corning Incorporated

   * senior unsecured notes, debentures, and IRBs to Baa3 from
     Ba2;

   * senior unsecured securities to (P)Baa3 from (P)Ba2; and

   * preferred stock to (P)Ba2 from (P)B1 issued pursuant to its
     415 universal shelf registration.

Corning Finance B.V.

   * senior, unsecured securities issued pursuant to its
     415 universal shelf registration to (P)Baa3 from (P)Ba2,
     guaranteed by Corning.

Ratings withdrawn:

Corning Incorporated

   * Ba2 for the corporate family rating; Not Prime
     short-term debt rating, and SGL-1 for the Speculative Grade
     Liquidity Rating.

Moody's notes that the ratings on the Corning's Mandatory
Convertible Preferred securities and Oak Industries Inc.
convertible subordinated debt, and guaranteed by Corning
Incorporated, were withdrawn in August and September 2005
following the redemption of both securities.


CORNING INC: Moody's Upgrades Long-Term Debt Rating to Baa3
-----------------------------------------------------------
Moody's Investors Service has upgraded the long-term debt rating
of Corning Incorporated.  The rating action reflects the company's
improving profitability, meaningful debt reduction efforts, and
strong liquidity position.  The rating outlook is stable.

Corning's Baa3 rating reflects the company's progress in restoring
profitability and free cash flow generation at current volume
levels in its telecom business, its highly profitable LCD
operations, as well as growth opportunities in diesel catalytic
substrates.  The rating actions also incorporate the meaningful
debt reduction program that Corning has executed to bring book
debt to below $2 billion by the end of 2005.  However, Moody's
noted that free cash flow measures are weak due to the heavy
growth investment in diesel substrates and particularly LCDs, but
offset by customer advances and high cash balances.

The stable rating outlook anticipates continued improvement in
revenue, operating margin, and free cash flow generation as its
telecom business remains at similar levels to 2005, while LCD and
diesel substrates operations grow profitably.

The ability to generate improving profits and positive free cash
flow on a sustainable basis in optical fiber and cable, coupled
with realization of growth prospects in the Display Technologies
and Environmental Technologies segments would be viewed favorably.
From a metrics standpoint, free cash flow-to-debt in the 15% - 20%
range and positive return on asset measures could warrant positive
rating implications.  On the other hand, significant erosion in
the company's strong cash position, declines in profits and cash
flows in LCDs and catalytic substrates, or material declines in
the Telecommunications segment could have adverse rating
consequences.

Ratings upgraded with a stable outlook:

Corning Incorporated

   * senior unsecured notes, debentures, and IRBs to Baa3 from
     Ba2;

   * senior unsecured securities to (P)Baa3 from (P)Ba2; and

   * preferred stock to (P)Ba2 from (P)B1 issued pursuant to its
     415 universal shelf registration.

Corning Finance B.V.

   * senior, unsecured securities issued pursuant to its 415
     universal shelf registration to (P)Baa3 from (P)Ba2,
     guaranteed by Corning.

Ratings withdrawn:

Corning Incorporated

   * Ba2 for the corporate family rating; Not Prime short-term
     debt rating, and SGL-1 for the Speculative Grade Liquidity
     Rating.

Moody's notes that the ratings on the Corning's Mandatory
Convertible Preferred securities and Oak Industries Inc.
convertible subordinated debt, and guaranteed by Corning
Incorporated, were withdrawn in August and September, 2005
following the redemption of both securities.

Using Moody's standard adjustments, the latest twelve months (LTM)
ended June 30, 2005 EBIT margin of 10.3% showed solid improvement
from the year-end figure of just 3.5%, debt-to-capitalization fell
to approximately 38% from just over 48% at year-end and debt-to-
EBITDA dropped below 3.0x.  Free cash flow-to-debt at 6.7% is
steadily improving despite substantial capital outlays, largely
expanding LCD and diesel substrate manufacturing capacity.
Moody's added that earmarked funds from Corning's June 2005 common
stock issuance will be used to pay off the remaining $275 million
zero-coupon convertibles that are puttable in November.  On a pro
forma basis at June 30, 2005, including the $96 million conversion
of Oak Industries convertible securities into equity, debt-to-
capitalization will drop to roughly 34% and free cash flow-to-debt
will improve to approximately 7.8%.  Return on asset measures,
however, remains weak driven by the relatively underperforming
telecom assets.

Corning's liquidity is extremely strong supported by $2.1 billion
of cash on the balance sheet (as of June 30, 2005) and a
$975 million five year undrawn revolving credit agreement which
matures in March of 2010.  Moody's noted that Corning's cash on
hand and unused availability under the bank facility are more than
sufficient to meet maturing debt obligations, investment
requirements and cash restructuring costs over the next twelve
months, assuming that the company continues to show progress in
improving its operating performance in its telecom business while
being able to sustain growth investments in its LCD and diesel
catalytic substrates operations.

Corning's bank facility includes two financial covenants, a
leverage ratio not to exceed 50% and adjusted EBITDA-to-interest
of no less than 3.50x.  At the end of June 2005, the company was
comfortably in compliance with both bank-calculated ratios - debt-
to-capitalization was approximately 31% and adjusted EBITDA-to-
interest was about 10.3x.  There is no Material Adverse Change
(MAC) representation or warranty required for individual
borrowings under the facility.

Corning Incorporated, headquartered in Corning, New York, is a
diversified technology company manufacturing products serving the
telecommunications, flat panel display, environmental,
semiconductor, and life sciences industries through a global
network of businesses, subsidiaries, and equity-venture companies.


CORPORATE BACKED: S&P Lowers 5 Certificate Classes' Ratings to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all of
the certificate classes issued by Corporate Backed Trust
Certificates Series 2001-6 Trust and Corporate Backed Trust
Certificates Series 2001-19 Trust to 'D'.  At the same time, the
ratings are removed from CreditWatch negative, where they were
placed Sept. 1, 2005 (see list).

Series 2001-6 and 2001-19 are swap independent synthetic
transactions that are weak-linked to the underlying securities,
Delta Air Lines Inc.'s 8.3% senior unsecured notes due
December 15, 2029.  The downgrade of these transactions reflects
the lowering of the ratings on Delta Air Lines Inc.'s senior
unsecured debt to 'D', and their subsequent removal from
CreditWatch negative on September 15, 2005.

A copy of the Delta Air Lines Inc.-related research update, "Delta
Air Lines Files For Bankruptcy; Selected Ratings Lowered, Off
Watch," dated September 15, 2005, is available on RatingsDirect,
Standard & Poor's Web-based credit analysis system, at
http://www.ratingsdirect.com/

Ratings lowered and off CreditWatch:

Corporate Backed Trust Certificates Series 2001-6 Trust
$57 million corporate-backed trust certs series 2001-6

                             Rating

                     Class    To      From
                     -----    --      ----
                     A-1      D       C/Watch Neg
                     A-2      D       C/Watch Neg
                     A-3      D       C/Watch Neg

Corporate Backed Trust Certificates Series 2001-19 Trust
$27 million corporate-backed trust certs series 2001-19

                             Rating

                     Class    To      From
                     -----    --      ----
                     A-1      D       C/Watch Neg
                     A-2      D       C/Watch Neg


DALRADA FINANCIAL: Delivered Amended Financial Statements to SEC
----------------------------------------------------------------
Dalrada Financial Corporation (OTCBB: DRDF), f/k/a Imaging
Technologies Corporation, delivered amended financial statements
for the year ending June 30, 2004, and quarters ending Dec. 31,
2004, and March 31, 2005.  Full-text copies of the financial
statements are available for free at:

   Reporting Period                  Link
   ----------------                  ----
Year Ending June 30, 2004     http://ResearchArchives.com/t/s?1c0
Quarter Ending Dec. 31, 2004  http://researcharchives.com/t/s?1c1
Quarter Ending March 31, 2005 http://researcharchives.com/t/s?1c2

At March 31, 2005, the Company's balance sheet showed $3,810,000
in assets, debts totaling $25,015,000, and a $21,205,000 equity
deficit.

Pohl, McNabola, Berg & Company, LLP, the Company's auditor,
expressed substantial doubt about Daldra's ability to continue as
a going concern after it audited the June 30, 2003, and June 30,
2004, annual reports, primarily due primarily to the Company's
losses from operations, the decreases in its working capital and
net worth.  These doubts are echoed in Daldra's latest quarterly
financial reports.

Dalrada Financial Corporation (OTCBB: DRDF), f/k/a Imaging
Technologies Corporation, provides a variety of financial
services to small and medium-size businesses.  These services
allow its customers to outsource many human resources tasks,
including payroll processing, workers' compensation insurance,
health insurance, employee benefits, 401k investment services,
personal financial management, and income tax consultation.  In
November 2001, the Company began to provide these services to
relieve some of the negative impact they have on the business
operations of its existing and potential customers.  To this end,
through strategic acquisitions, Imaging Technologies became a
professional employer organization.


DELTA AIR: Hires Blackstone Group as Financial Advisor
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Delta Air Lines Inc. and its debtor-affiliates permission to
employ The Blackstone Group L.P. to provide financial advisory
services during their Chapter 11 cases.

Edward H. Bastian, executive vice president and chief financial
officer of Delta Air Lines, Inc., relates that the Debtors have
been working closely with Blackstone since May 2004 when they
selected Blackstone to be their restructuring advisor after
interviewing several other potential candidates and considering
the qualifications and proposed compensation of each candidate as
well as the extent to which potential advisors might have
conflicts due to representation of major competitors.

Under the terms of its current engagement letter, the Debtors paid
Blackstone $1,000,000 for services rendered from May 1 to
September 30, 2005, and $119,989 for out-of-pocket expenses,
including an expense deposit of $25,000.

Timothy R. Coleman, a senior managing director at Blackstone,
relates that his Firm has agreed to:

   (a) assist in the evaluation of the Debtors' businesses and
       prospects, including the Debtors' strategic review
       process;

   (b) assist in the development of the Debtors' long-term
       business plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Debtors' Board of Directors,
       management, various creditors and other third parties,
       including the Debtors' pilots and their representatives;

   (d) analyze the Debtors' financial liquidity and evaluate
       alternatives to improve liquidity;

   (e) analyze various restructuring scenarios and the potential
       impact of these scenarios on the recoveries of various
       stakeholders;

   (f) provide strategic advice with regard to restructuring or
       refinancing the Debtors' existing or potential debt
       obligations or other claims, including, without
       limitation, senior debt, junior debt, lease obligations,
       trade claims and general unsecured claims;

   (g) evaluate the Debtors' debt capacity and alternative
       capital structures;

   (h) participate in negotiations among the Debtors and their
       creditors, suppliers, lessors, pilots, and other
       interested parties;

   (i) value securities offered by the Debtors in connection with
       a restructuring;

   (j) advise the Debtors and negotiate with lenders with respect
       to potential waivers or amendments of various credit
       facilities;

   (k) assist in arranging debtor-in-possession financing for the
       Debtors, as requested;

   (l) provide expert witness testimony concerning any of the
       subjects encompassed by the other financial advisory
       services; and

   (m) provide other advisory services that are customarily
       provided in connection with the analysis and negotiation
       of a restructuring as reasonably requested.

The Debtors agree to pay Blackstone:

   (i) a $200,000 monthly fee, payable in advance;

  (ii) a $10,500,000 Restructuring Fee, payable upon
       consummation of a restructuring; and

(iii) reasonable out-of-pocket expenses in connection with the
       services provided.

Blackstone will maintain detailed records of any actual and
necessary costs and expenses incurred in connection with its
services.

The Debtors agree to indemnify and hold harmless Blackstone
arising out of or in connection with the services rendered.

Mr. Coleman assures the Court that Blackstone or its professionals
do not hold interests materially adverse to the Debtors.  The Firm
is a disinterested person as that term is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b), he
adds.

Robert J. Gentile, compliance manager of Blackstone, relates that
the he has identified 76 potential conflicts with parties-in-
interest.  He did not disclose the identity of the parties due to
confidentiality restrictions, but he reports that:

   (1) one or more of the Blackstone Private Equity Funds
       have or are considering potential investment
       transactions in which nine parties-in-interest may
       be involved;

   (2) Blackstone's Mergers & Acquisitions advisory
       group is engaged to provide advisory services to six
       parties-in-interest;

   (3) Blackstone's Restructuring Group is engaged to
       provide advisory services to one of the parties-in-
       interest;

   (4) affiliates of Blackstone serve as general partners
       for and manage a number of Blackstone Funds of
       which the investors are primarily unrelated third
       parties but also include affiliates of Blackstone and
       various of its officers and employees; and

   (5) the Distressed Debt Group, managed by an affiliate and
       staffed with personnel independent of the Restructuring
       Group, invests primarily in distressed and defaulted debt
       securities and related equities of financially troubled
       companies.

The Blackstone Group L.P. is a private investment and financial
advisory firm, which includes a restructuring and reorganization
practice providing financial advisory services focused on the
restructuring of under-performing companies.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Court OKs Continuation of L/C & Surety Bond Programs
---------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates seek the U.S.
Court for the Southern District of New York's permission to
maintain, continue and renew, in their sole discretion, their
letter of credit and surety bond programs on an uninterrupted
basis.  Specifically, the Debtors propose to:

   (i) pay all amounts arising under their Letter of Credit and
       Surety Bond Programs due and payable after the Petition
       Date;

  (ii) renew or obtain new letters of credit and surety bonds as
       needed in the ordinary course of business;

(iii) enter into a proposed Debtor-in-Possession Surety Credit
       Facility with Liberty Mutual Insurance Company; and

  (iv) direct any non-Debtor wholly owned subsidiaries who have
       obtained L/Cs or surety bonds on the Debtors' behalf to
       pay postpetition amounts due, renew or obtain new letters
       of credit and surety bonds, and enter into the DIP Surety
       Credit Facility, as applicable.

                    L/C & Surety Bond Programs

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
relates that the Debtors are required to provide to third parties
L/Cs and surety bonds to secure the Debtors' payment or
performance of:

    -- workers' compensation obligations,
    -- obligations owed to municipalities,
    -- obligations associated with foreign operations,
    -- contractual or permit obligations,
    -- fuel and liquor taxes,
    -- airport obligations and
    -- U.S. and Canadian customs requirements.

As of the Petition Date, the Debtors and their non-Debtor
subsidiaries have posted approximately $100 million in outstanding
L/Cs on the Debtors' behalf.  Most of these L/Cs are secured by
cash collateral.  Commission and transaction fees are charged by
the Providers, on a monthly, quarterly or annual basis as a
requirement for the issuance and maintenance of these L/Cs.
The amounts charged can be on a percentage or flat fee basis.
The Debtors have no extant prepetition obligations in connection
with these L/Cs.

As of the Petition Date, the Debtors have approximately $53
million in outstanding surety bonds, collateralized by
approximately $63 million of cash collateral.  The premiums for
most of the surety bonds are determined annually and are paid by
the Debtors at inception and annually thereafter.  For 2004,
premiums for the Debtors' surety bonds aggregate approximately
$500,000.

The Debtors' two principal sureties are Liberty Mutual and St.
Paul Travelers Insurance Co.  As of the Petition Date, Liberty
Mutual had issued and outstanding surety bonds totaling $36
million, and Travelers had issued and outstanding surety bonds
totaling $17 million.

                Assumption of Indemnity Agreements

Mr. Huebner relates that because the issuance of a surety bond
shifts the risk of the Debtors' nonperformance or non-payment from
the Debtors' obligee to the surety, sureties cautiously screen
bond applicants to minimize their loss exposure.

Despite this reallocation of financial risk, a surety bond is not
the equivalent of an insurance policy.  Unlike an insurance
policy, if a Provider incurs a loss on a surety bond, it is
entitled to recover the full amount of that loss from the
principal.

This right to indemnity is typically memorialized in an indemnity
agreement between the Provider and the principal.

Mr. Huebner informs the Court that Delta is a party to:

   (i) a General Agreement of Indemnity, dated December 12,
       1996, with Liberty Mutual; and

  (ii) a General Agreement of Indemnity, dated May 5, 2003,
       with Travelers.

Pursuant to the Indemnity Agreements, Delta has agreed to
indemnify Liberty Mutual and Travelers from any loss, cost, damage
or expense, which Liberty Mutual or Travelers may incur by reason
of their execution of any bonds on the Debtors' behalf.

The Debtors seek Judge Beatty's permission to assume the
Indemnity Agreements under Section 365 of the Bankruptcy Code.

           Liberty Mutual Postpetition Credit Facility

To operate their business, the Debtors will have to either renew
or replace their existing L/Cs and surety bonds, and will most
likely have to maintain collateral arrangements similar to those
currently in place.

In this regard, Mr. Huebner relates that the Debtors have
negotiated a new agreement with Liberty Mutual for up to $55
million in aggregate bonding capacity.

The salient terms of the postpetition surety credit facility are:

   (A) Delta will provide a $45 million postpetition surety
       credit with the amount to be reduced by the outstanding
       surety bonds as of the Petition Date, issued by Liberty
       for the benefit of Delta;

   (B) The Facility may be increased to $55,000,00 in Surety
       Credit upon receipt by Liberty of additional collateral
       judged by Liberty to be sufficient in Liberty's sole and
       absolute discretion, not to exceed 100% of the amount of
       increase requested;

   (C) The duration of the Facility will be for a period of one
       year; provided, however, that in no event will the
       Facility extend beyond the effective date of a confirmed
       plan, it being the parties' intention to negotiate an Exit
       Facility to become effective with the confirmed plan;

   (D) Premium will be charged on all bonds at the rate of $10.00
       per $1,000 of bond penal sum;

   (E) Liberty holds $45,287,000 in cash as collateral for
       Delta's performance of its obligations to Liberty under
       their Indemnity Agreement;

   (F) Delta agrees to pay Liberty at closing a $60,000 Facility
       and Due Diligence Fee.  Upon receipt of the amount,
       Liberty will waive all claims for fees and expenses it
       incurred through the date of closing; and

   (G) In the event that Liberty grants a request by Delta for an
       increase in the Facility, Delta will pay to Liberty a
       Facility and Due Diligence Fee equal to 0.4% of the
       increased amount of Surety Credit made available.

               Maintenance of Programs Is Necessary

Mr. Huebner tells the Court that based on the Debtors' current
financial status, it is unlikely that they will be able to renew
or obtain replacement L/Cs or surety bonds on an unsecured basis
and in some cases capacity may not be available even on a secured
basis.

He points out that the nature of the Debtors' business and the
extent of their operations make it essential for the Debtors to
maintain their Letter of Credit and Surety Bond Programs on an
ongoing and uninterrupted basis.  "The nonpayment of any
obligations under the Programs could result in one or more of the
Providers terminating or declining to renew their L/Cs or refusing
to enter into L/Cs or surety bonds with the Debtors in the future.
If any L/Cs or surety bonds lapse without renewal, the Debtors
could default on various obligations, which could severely disrupt
the Debtors' operations."

Mr. Huebner adds that because the Letter of Credit and Surety Bond
Programs are primarily secured by cash collateral, there is no
advantage in not rolling over or replacing any L/Cs or surety
bonds.

                          *     *     *

Judge Beatty grants the Debtors' request in its entirety.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Transactions Weak-Linked to Notes Gets S&P's D Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all of
the certificate classes issued by Corporate Backed Trust
Certificates Series 2001-6 Trust and Corporate Backed Trust
Certificates Series 2001-19 Trust to 'D'.  At the same time, the
ratings are removed from CreditWatch negative, where they were
placed September 1, 2005 (see list).

Series 2001-6 and 2001-19 are swap independent synthetic
transactions that are weak-linked to the underlying securities,
Delta Air Lines Inc.'s 8.3% senior unsecured notes due
December 15, 2029.  The downgrade of these transactions reflects
the lowering of the ratings on Delta Air Lines Inc.'s senior
unsecured debt to 'D', and their subsequent removal from
CreditWatch negative on September 15, 2005.

A copy of the Delta Air Lines Inc.-related research update, "Delta
Air Lines Files For Bankruptcy; Selected Ratings Lowered, Off
Watch," dated September 15, 2005, is available on RatingsDirect,
Standard & Poor's Web-based credit analysis system, at
www.ratingsdirect.com.

Ratings lowered and off CreditWatch:

Corporate Backed Trust Certificates Series 2001-6 Trust
$57 million corporate-backed trust certs series 2001-6

                             Rating

                     Class    To      From
                     -----    --      ----
                     A-1      D       C/Watch Neg
                     A-2      D       C/Watch Neg
                     A-3      D       C/Watch Neg

Corporate Backed Trust Certificates Series 2001-19 Trust
$27 million corporate-backed trust certs series 2001-19

                             Rating

                     Class    To      From
                     -----    --      ----
                     A-1      D       C/Watch Neg
                     A-2      D       C/Watch Neg


DELTA PETROLEUM: Selling $100 Million via Private Equity Placement
------------------------------------------------------------------
Delta Petroleum Corporation (Nasdaq: DPTR); (FRANKFURT STOCK
EXCHANGE: DPE) executed agreements for the sale of 5,405,418
shares of its common stock to certain institutional investors at a
price of $18.50 per share in a private placement that will raise
approximately $95 million in net proceeds to the Company.

The proceeds will be used to finance the previously announced
acquisition of assets from Savant Resources, LLC and to fund
drilling activities on the Company's properties. The Company
engaged JP Morgan Securities, Inc. and Coker, Palmer, Phillips &
Mullen, Inc., as placement agents for the transaction.  The stock
purchase agreements are subject to normal closing contingencies.

The shares to be sold in the private placement have not been
registered under the Securities Act of 1933, as amended, and may
not be reoffered or sold in the United States absent registration
under the Securities Act or an applicable exemption from the
registration requirements.  The Company has agreed to file a
registration statement with the SEC covering resales of the shares
sold in the private placement.

Delta Petroleum Corporation is an oil and gas exploration and
development company based in Denver, Colorado. The Company's core
areas of operations are the Gulf Coast and Rocky Mountain Regions,
which comprise the majority of its proved reserves, production and
long term growth prospects. Its common stock is traded on NASDAQ
under the symbol "DPTR" and on the Frankfurt Stock Exchange under
the symbol "DPE."

                        *     *     *

As reported in the Troubled Company Reporter on March 3, 2005,
Moody's assigned a B3 rating to Delta Petroleum Corporation's
proposed $150 million senior unsecured notes offering, a first
time B3 senior implied rating; and a Speculative Grade Liquidity
rating of SGL-3 rating.  The ratings outlook is stable.


DORAL FINANCIAL: Intends to File Tardy Annual Report by Nov. 10
---------------------------------------------------------------
Doral Financial Corporation (NYSE: DRL) expects to file its
amended annual report on Form 10-K for the year ended Dec. 31,
2004, including its restated financial statements, by Nov. 10,
2005, and to file its quarterly reports on Form 10-Q for the
first three quarters of 2005 as soon as practicable thereafter.
Doral Financial believes that this schedule provides sufficient
time for the Company to complete the restatement and for
PricewaterhouseCoopers LLP to complete its audits for the periods
involved.

Based on the results of its work to date, Doral Financial
estimates that its consolidated stockholders' equity at Dec. 31,
2004, will be reduced, on a pre-tax basis, by approximately
$615 million related to corrections to the valuation of its
interest-only strips, which is in line with the Company's
previously disclosed estimates.  Also, as previously disclosed,
the restatement process included the review of other accounting
matters.  Doral now estimates that these other matters will result
in additional reductions to its consolidated stockholders' equity
of approximately $70 million related to corrections to the
valuation of its mortgage servicing assets and $35 million related
to the correction of other accounting practices.  The estimate for
the adjustments related to the mortgage servicing assets is based
on a market valuation of the Company's servicing portfolio as of
Dec. 31, 2004.  The estimate for the adjustments to IOs and
mortgage servicing assets also reflect certain reclassifications
between such asset categories. All the estimates included above
are unaudited and have been calculated on a pre-tax basis because
the Company is still calculating the required adjustments for tax
accruals.

The Company noted that the estimated adjustments to its
consolidated stockholders' equity and the proposed time schedule
could change because of the ongoing work on the restatement, as
well as the ongoing independent investigation being conducted by
Latham & Watkins LLP, outside counsel to the Company's independent
directors and the Audit Committee.

John A. Ward, III, Chairman of the Board and Chief Executive
Officer, stated that while he would have preferred that the
Company file its restated financial statements sooner, it was
important that the Company's review of all relevant accounting
issues and internal controls be detailed and comprehensive.  He
noted that the Company was working diligently to address these
issues and to restore trust and confidence in its financial
reporting process.  "Although the involvement of new senior
management in the process has inevitably caused some delay, we
believe that a fresh perspective has improved the review process,"
Mr. Ward stated.  "We are committed to finalizing the restatement
by the announced date."

Mr. Ward continued, "Doral is the premier mortgage franchise in
Puerto Rico."  He also noted that the Company had adequate capital
and liquidity to meet its current operational needs and that it
intended to continue to meet its financial obligations to
bondholders and other creditors.  Additionally, the Company and
both of its banking subsidiaries will continue to be well
capitalized for bank regulatory purposes after making the required
adjustments to stockholders' equity.

Doral is requesting an extension from the Nasdaq Listing
Qualifications Department of the current Sept. 30, 2005, deadline
for coming into full compliance with Nasdaq Marketplace Rule
4310(c)(14).  As previously reported, Doral is currently not in
compliance with that rule because of its failure to timely file
its Quarterly Reports on Form 10-Q for the first two quarters of
2005.  This could subject the Company's preferred stock to
delisting from Nasdaq.  The Company's common stock trades on the
New York Stock Exchange while its preferred stock trades on
Nasdaq.

Doral Financial Corporation (NYSE: DRL), a financial holding
company, is the largest residential mortgage lender in Puerto
Rico, and the parent company of Doral Bank, a Puerto Rico based
commercial bank, Doral Securities, a Puerto Rico based investment
banking and institutional brokerage firm, Doral Insurance Agency,
Inc. and Doral Bank FSB, a federal savings bank based in New York
City.

                      *       *       *

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Fitch's ratings on Doral Financial Corporation and its
subsidiaries remain on Rating Watch Negative.  Doral's senior
obligations are currently rated 'BB+' and the short-term rating is
'B' by Fitch.

Fitch is responding to Doral's announcement that its executive
management team has undergone significant change.  Through a
combination of resignations and terminations made public last
Friday, Doral has replaced its chief executive officer, chief
financial officer, and treasurer, as well as its director
emeritus.  The changes in management were implemented in response
to the findings of a report by Latham & Watkins LLP.  Latham &
Watkins was hired in early 2005 as an independent counsel for
Doral's outside directors as part of the corrective action process
to resolve the issues raised by the need of Doral to restate its
financial statements.


DRS TECHNOLOGIES: S&P Puts BB- Corporate Credit Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on DRS Technologies Inc. on
CreditWatch with negative implications.  DRS announced that it is
acquiring Engineered Support Systems Inc. (ESS; not rated) for
approximately $2 billion, including assumed debt.

"The CreditWatch reflects the likely significant increase in
leverage and the integration challenges that an acquisition of
this size entails," said Standard & Poor's credit analyst
Christopher DeNicolo.

The $43 per share purchase price will be paid 70% in cash and 30%
in DRS stock.  The cash portion is to be financed with a
combination of debt and cash on hand.  Pro forma debt to EBITDA
for the combined companies would likely increase to almost 6x from
4x for DRS standalone at June 30, 2005.  The higher leverage may
be offset somewhat by improved program and customer diversity.
Consolidated revenues in the first full fiscal year after the
acquisition are expected to approach $3 billion.

ESS provides:

   * technical and logistics support services;
   * integrated military electronics; and
   * support equipment to the military services.

DRS is a supplier of defense electronics products and systems,
providing:

   * naval combat display workstations,
   * thermal imaging devices,
   * electronic sensor systems,
   * mission recorders, and
   * deployable flight incident recorders.

The business environment for military contractors is generally
favorable due to high levels of spending for both the military and
homeland security, especially for defense electronics products.

Standard & Poor's will meet with management to discuss the impact
of the acquisition on DRS' business and financial profile,
including the strategic rationale and plans for reducing leverage.
Ratings could be affirmed, but with a negative outlook, or lowered
one notch.


EMPIRE RESORTS: Registers $65MM Convertible Sr. Notes for Resale
----------------------------------------------------------------
Empire Resorts, Inc., filed a Registration Statement with the
Securities and Exchange Commission to allow the resale of
5-1/2% Convertible Senior Notes by these Selling Securityholders:

   Selling Securityholders                     Convertible Notes
   -----------------------                     -----------------
   DB Distressed Opportunities Fund, L.P.               $275,000
   DB Distressed Opportunities Fund, Ltd.              1,510,000
   MW Post Portfolio Fund, Ltd.                          735,000
   HFR DS Opportunity Master Trust                       900,000
   MW Post Opportunity Offshore Fund, Ltd.               300,000
   Post Total Return Fund, L.P.                          450,000
   Post Total Return Offshore Fund, Ltd.                 150,000
   The Opportunity Fund, LLC                           1,585,000
   Post Opportunity Fund, L.P.                         2,285,000

A total of $65 million of Empire's Convertible Senior Notes are in
the market.

Noteholders may convert the notes into shares of the Company's
common stock in accordance with the terms and conditions of the
notes prior to their maturity or their prior redemption or
repurchase by the Company.  The initial conversion rate is 72.727
shares of common stock per each $1,000 principal amount of notes,
subject to adjustment in certain circumstances.  This conversion
rate is equivalent to an initial conversion price of approximately
$13.75 per share.

The Company will pay interest, in cash, on the notes on January 31
and July 31 of each year.  The first payment was made on Jan. 31,
2005.

The notes are senior obligations, ranking senior in right of
payment to all of the Company's existing and future subordinated
indebtedness and ranking equally in right of payment with all of
its existing and future senior indebtedness, and senior in right
of payment to any of its future subordinated indebtedness.  The
notes are guaranteed on a senior basis by all of its material
subsidiaries.

The notes are secured by substantially all of the Company's and
its guarantors' tangible and intangible assets and by a pledge of
the equity interests of each of its subsidiaries

The Company may redeem for cash all or a portion of the notes on
and after July 31, 2007, but prior to July 31, 2009, at a
redemption price equal to 100% of the principal amount, plus
accrued and unpaid interest and liquidated damages.

Holders may require the Company to purchase all or part of the
notes at a purchase price of 100% of the principal amount of the
notes plus accrued and unpaid interest and liquidated damages, if
any, on July 31, 2009.

A full-text copy of the Prospectus on the Convertible Notes is
available for free at http://ResearchArchives.com/t/s?1be

Empire Resorts, Inc., operate Monticello Raceway, a harness horse
racing facility located in Monticello, New York, 90 miles
Northwest of New York City.  On June 30, 2004, the Company
operating 1,744 video gaming machines on the property.  The
Company also has an agreement with the Cayuga Nation to develop
and manage a Native American casino entitled the Cayuga Catskill
Resort adjacent to the Raceway.

As of June 30, 2005, Empire Resorts' equity deficit widened to
$19,549,000 from a $14,992,000 equity deficit at Dec. 31, 2004.


FORD CREDIT: Fitch Expects to Rate Class D Notes at BB+
-------------------------------------------------------
Fitch Ratings issued a presale report on Ford Credit Auto Owner
Trust 2005-C discussing the rating analysis behind Fitch's
expected 'AAA' ratings on the class A notes, 'A' ratings on the
class B notes, 'BBB+' ratings on the class C certificates, and
'BB+' rating on the class D notes (initially retained).  A pool of
retail installment sales contracts secured by new and used
automobiles and light duty trucks backs the securities.


GE EQUIPMENT: Fitch Puts BB Rating on $4.2MM Trust Certificates
---------------------------------------------------------------
Fitch rates the GE Equipment Corporate Aircraft Trust, series
2005-1:

     -- $413,000,000 class A-1 notes 'AAA';
     -- $193,000,000 class A-2 notes 'AAA';
     -- $158,925,000 class A-3 notes 'AAA';
     -- $44,374,000 class B notes 'A';
     -- $31,695,000 class C notes 'BBB';
     -- $4,226,000 preferred trust certificates 'BB'.

The $841 million of offered notes are backed by loans originated
by General Electric Capital Corporation and secured by corporate
aircraft.  The GE ECAT 2005-1 transaction represents GECC's third
corporate aircraft term asset-backed transaction.

The GE ECAT 2005-1 ratings are based on:

     -- Historical delinquency and loss performance of the
        selected portfolio;

     -- Origination, underwriting and servicing experience and
        procedures of GECC;

     -- Role of GECC as servicer;

     -- Obligor concentrations (the top one, five, and 10 obligors
        within GE ECAT 2005-1 are 2.37%, 11.83%, and 22.19% of the
        initial pool balance, respectively);

     -- Of the initial pool balance, 81.20% of contracts and
        90.53% of contracts by total loan balance include balloon
        payments;

     -- Other collateral pool characteristics, including
        geographic and industry dispersion, as well as corporate
        aircraft vintage;

     -- Credit enhancement (CE) for the rated notes and
        certificates;

     -- Sound legal and cash flow structure of the transaction.

The 'AAA' rating on the senior notes reflects the CE provided by
the subordination of the class B notes (5.25%), the class C notes
(3.75%), the preferred trust certificates (0.50%), the initial
reserve account (1.00%), available excess spread, and
overcollateralization (OC) created by a partial turbo.

The 'A' rating on the class B notes reflects the CE provided by
the class C notes and the certificates, the reserve account,
available excess spread, and OC created by a partial turbo.

The 'BBB' rating on the class C notes reflects the CE provided by
the subordinated preferred trust certificates, the reserve
account, available excess spread, and OC created by a partial
turbo.

The 'BB' rating on the preferred trust certificates reflects the
CE provided by the reserve account, available excess spread, and
OC created by a partial turbo.

The ratings address the ability of the trust to make payments of
interest and principal in accordance with the terms of the legal
documents.

The $845 million underlying collateral pool consists of 133
contracts originated by the Corporate Aircraft group within GECC's
Commercial Equipment Financing division.  Jets and turbo props are
aircraft types that account for more than 98% of the initial pool
balance at 91.67% and 6.62%, respectively.  The top three aircraft
vintage year concentrations are 2001-2005 (45.5%), 1996-2000
(20.46%), and 1986-1990 (16.58%).  The overall pool is diversified
geographically, with the top five states as follows: California
(22.08%); Florida (9.47%); Delaware (7.26%); Pennsylvania (6.52%);
and New Hampshire (3.67%).  The highest single-obligor
concentration is 2.37% of the initial pool balance, with the five
largest obligors constituting 11.83%.

Credit enhancement was determined by running a series of scenarios
for each class of notes through a cash flow model.  The model
reflects the securitization structure and was used to determine
the break-even point of each class of notes.  In consideration of
the concentrations within the collateral pool, as well as the
strong historical performance of GE's corporate aircraft
portfolio, loan defaults and stresses were based on obligor
concentrations.  In addition, each stress scenario incorporated
additional assumptions concerning default distribution,
prepayments, recoveries, recovery lag times, and reductions in the
available amounts of excess spread.

Under stress scenarios consistent with 'AAA', 'A', 'BBB', and 'BB'
ratings, the credit enhancement structure was sufficient to ensure
payment of the class A, B, and C notes, and the preferred trust
certificates by the legal maturity date.


GLASS GROUP: Gerresheimer Group Takes Over Pharmaceutical Business
------------------------------------------------------------------
The Gerresheimer Group has taken over substantial parts of the
business of Glass Group Inc. in the USA.  The acquisition
comprises both the container glass works in Millville, New Jersey,
which specialises in pharmaceutical packaging with sales of around
USD 55 million, and its 45.7% share in the Chinese specialty glass
manufacturer Beijing Wheaton.  The purchase "marks a quantum leap
on the way to establishing our Group as a leading worldwide
supplier of pharmaceutical packaging," says Dr. Axel Herberg, CEO
and President of the Gerresheimer Group.

Glass Group was a competitor in the pharmaceutical glassware
business in the USA, which was forced to file for protection under
Chapter 11 U.S. Bankruptcy Code at the end of February and thus
became available for purchase.  The price paid for the assets now
acquired totalled around $20 million.  Closing of the deal is
expected this week.

Through the acquisition Gerresheimer has expanded its already
existing leadership position in wide areas of the USA market to
cover the entire pharmaceutical glassware spectrum.  In the past
the Group had a strong lead in the field of tubular glass and
pharmaceutical packaging produced from it, while in the field of
container glass for pharmaceutics the Gerresheimer Group was in
the past represented in the American market by only one plant.
The plant in Millville now also makes the Group the leader in the
USA for pharmaceutical container glass.  Because of its high
quality requirements, pharmaceutical glassware is generally
regarded as a high-profile and particularly attractive market
segment.

The new Millville plant has three furnaces, with 350 employees
producing for example the highly specialised type I borosilicate
glass which is processed to manufacture high-quality
pharmaceutical packaging.  In addition to Millville, Gerresheimer
currently has five production plants in its American subsidiary
Kimble Inc. plus a plant in Mexico.

The acquisition of shares in Beijing Wheaton in China is also of
strategic importance for Gerresheimer.  The investment offers "an
excellent starting base to establish a foothold in the Asian
market and rise to become an important player in the region," says
Dr. Herberg.

Gerresheimer manufacturers high-quality packaging based on glass
and plastic, particularly for the segments of pharmaceutics and
cosmetics.  The Group employs 5,100 people in 17 production plants
in Europe and the USA and achieves sales of around EUR560 million
(pre-acquisition).

Headquartered in Millville, New Jersey, The Glass Group, Inc.
-- http://www.theglassgroup.com/-- manufactures molded glass
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


GLIMCHER REALTY: S&P Affirms Preferred Stock Ratings at B
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Glimcher
Realty Trust to stable from negative.  At the same time, the 'BB'
corporate credit and 'B' preferred stock ratings are affirmed.
$210 million in outstanding rated preferred stock is affected.

"The outlook revision is supported by a profitable but
comparatively smaller and non-uniform mall portfolio, which
generates stable, predictable cash flow from a diverse and
creditworthy tenant base," said credit analyst Beth Campbell.
"Glimcher management recently increased the company's unencumbered
asset pool, improving financial flexibility. However, the SEC
continues to investigate Glimcher's 2004 auditor change and a
related party transaction.  While the outcome of the investigation
remains uncertain, Glimcher did receive a clean current opinion
from its new auditor after a year-end 2004 re-audit of its
financials for the prior three years."

Positive mall operating income growth supports low but fairly
stable debt service coverage measures.  The longer-term
competitive position of certain of the company's mall properties
remains weak; however, the majority of Glimcher's operating income
is derived from malls with sales of $300 to $400 per sq. ft.


GREYSTONE LOGISTICS: Murrell Hall Expresses Going Concern Doubt
---------------------------------------------------------------
Murrell, Hall, McIntosh & Co., PLLP, expressed substantial doubt
about Greystone Logistics, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended May 31, 2005.

In its Audit Report, Murrell Hall pointed out that Greystone's
balance sheet shows a working capital deficit of $3,613,399 at
May 31, 2005, which includes (x) notes payable to related parties
of $952,216, (y) $2,117,222 for the current portion of long-term
debt and (z) $2,631,676 in accounts payable and accrued
liabilities.

Greystone needs additional funds from outside sources (or
insiders) to implement its business plan and to attain profitable
operations.  The lack of adequate funding to maintain working
capital and stockholders' deficits at May 31, 2005 raises
substantial doubt about its ability to continue as a going
concern.

Greystone has funded its operations to date primarily through
equity and debt financings.  Greystone will likely need additional
debt or equity capital in order to begin generating a sufficient
cash flow to sustain operations for the foreseeable future.  In
addition, Greystone will need to raise additional funds to
implement any expansion strategy.

The Company's sales were $9,305,534 for fiscal year 2005 compared
to $6,964,943 for fiscal year 2004 for an increase of $2,340,591.
The increase is due to the addition in fiscal year 2005 of one
production line at GSM.  In addition, sales for fiscal year 2004
include only nine months of operations from GSM as it was acquired
effective September 8, 2003.

The consolidated net loss, before the deduction for preferred
dividends, in fiscal year 2005 was $10,421,825 compared to the
consolidated net loss of $2,974,929 in fiscal year 2004, for an
increase of $7,446,896.  After deducting dividends to preferred
shareholders of $404,555 and $660,171 in fiscal years 2005 and
2004, respectively, the consolidated net loss available to common
shareholders was $10,826,380 compared to the consolidated net loss
of $3,635,100 in fiscal year 2004.

Greystone's primary business is manufacturing and selling high
quality, recycled plastic pallets through its wholly owned
subsidiaries Greystone Manufacturing, L.L.C., or GSM, and Plastic
Pallet Production, Inc., or PPP.  In addition, Greystone has
developed a large multi-station plastic injection molding system
known as the PIPER 600, which it markets pursuant to a licensing
agreement with a third party.  As of May 31, 2005, Greystone had
84 full-time employees and used temporary personnel as needed.
Greystone's production capacity is about 69,000 plastic pallets
per month, or 828,000 per year.  Production levels have generally
been governed by sales and will increase as sales dictate.


HAPPY KIDS: Has Until September 28 to Look for Another Buyer
------------------------------------------------------------
Terry Brennan at The Deal reports that Judge Stuart Bernstein of
the U.S. Bankruptcy Court for the Southern District of New York in
Manhattan gave Happy Kids, Inc. and its debtor-affiliates until
Sept. 28, 2005, to propose a buyer after it failed to sign an
asset purchase agreement with Wear Me Apparel Corp.

Michael Fox, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky
LLP, said that Wear Me plans to pay $23 million in cash plus
$3.2 million in letters of credit but did not file the asset
purchase agreement.  Wear Me was expected to file the agreement
before a hearing on a bid procedures motion scheduled for
September 13, but the hearing was postponed and then set for
another round last Thursday.

Deutsche Bank AG and other creditors agreed, however, to provide
the company an additional time to complete the agreement as well
as to give the Debtors more time before it gets an exclusivity
extension to file a plan, Mr. Fox said.  Deutsche Bank had argued
against exclusivity extension but withdrew its objections when
Wear Me appeared as a potential buyer.

Deutsche Bank, whose $23 million secured loan is primed by a
$53 million DIP loan from CIT Group/Commercial Services Inc., had
also pulled its motion to appoint an examiner to probe possible
insider trader when Wear Me appeared to be the candidate for a
stalking-horse bidder.

Headquartered in New York, New York, Happy Kids Inc. and its
affiliates are leading designers and marketers of licensed,
branded and private label garments in the children's apparel
industry.  The Debtors' current portfolio of licenses includes
Izod (TM), Calvin Klein (TM) and And1 (TM).  The Company and its
debtor-affiliates filed for chapter 11 protection on Jan. 3, 2005
(Bankr. S.D.N.Y. Case No. 05-10016).  Sheldon I. Hirshon, Esq., at
Proskauer Rose LLP, represents the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $54,719,000 and total
debts of $82,108,000.


HASTINGS MANUFACTURING: Wants to Hire Conway as Financial Advisors
------------------------------------------------------------------
Hastings Manufacturing Company asks the U.S. Bankruptcy Court for
the Western District of Michigan for permission to employ Conway
MacKenzie & Dunleavy as its financial advisors.

The Debtor explains that it hired Conway MacKenzie as its
financial advisors because of its extensive experience in
assisting with the reorganization and restructuring of companies
in the automotive industry.

Conway MacKenzie will provide the Debtor with financial advisory
services in connection with financial forecasting and analysis,
restructuring and reorganization planning and in customer, vendor
and lender relations.

Conway MacKenzie will assist and advise the Debtor in the
formulation and negotiation for a chapter 11 plan and its
accompanying disclosure statement and assist in obtaining efforts
to confirm that plan.

Charles M. Moore, a Director of Conway MacKenzie, is one of the
lead professionals performing services to the Debtor.  Mr. Moore
disclosed that his Firm received a $40,000 retainer.  Mr. Moore
charges $325 per hour for his services.

Mr. Moore reports Conway MacKenzie's professionals bill:

    Professional          Designation    Hourly Rate
    ------------          -----------    -----------
    Jeffrey L. Johnston   Partner           $375
    Charles M. Moore      Director          $325
    John G. Newman        Sr. Associate     $265
    Nicholas A. Kulkarni  Associate         $235

    Designation                     Hourly Rate
    -----------                     -----------
    Administrative Assistants          $110

Conway MacKenzie assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Hastings, Michigan, Hastings Manufacturing
Company -- http://www.hastingsmanufacturing.com/--  
makes piston rings for the automotive aftermarket and for OEM's.
Through a joint venture, the Company sells additives for engines,
transmissions, and cooling systems under the Casite brand name.
Hastings Manufacturing distributes its products throughout the US
and Canada.  The Company filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. W.D. Mich. Case No. 05-13047).  Stephen B.
Grow, Esq., at Warner Norcross & Judd, LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$26,797,631 and total debts of $28,625,099.


HESPERIA HOLDING: June 30 Balance Sheet Upside-Down by $513,534
---------------------------------------------------------------
Hesperia Holding, Inc., delivered its quarterly report on Form 10-
QSB for the quarter ending June 30, 2005, to the Securities and
Exchange Commission on Sept. 12, 2005.

The Company reported $94,475 of net income on $1,116,950 of net
revenues for the quarter ending June 30, 2005.  At June 30, 2005,
the Company's balance sheet shows $1,991,040 in total assets and a
$513,534 stockholders deficit.

                 Diversifying the Business

Subsequent to the period ending June 30, 2005, Hesperia's
management decided to diversify its business pursuits from the
truss business.  Hesperia has taken initial steps towards entering
into the media and film rights industry.  It has purchased
licensing rights of a film library and intends to expand its
operations into the licensing world of filmed and televised
entertainment.  The market size for filmed and television
entertainment is in the billions of dollars, with customers
ranging from major film studios, to numerous television networks,
home entertainment companies, and a myriad of other applications.

                   Licensing Agreement

On August 11, 2005, Hesperia entered into a Licensing Agreement
with Federated Atlantic Corporation, a Maryland corporation.
Pursuant to the agreement, Hesperia received the rights to license
specific films currently owned by Federated in their video library
for a period of 10 years.  The purchase price for the rights was
$5,000,000, which is to be paid through the issuance of 2,500,000
shares of Hesperia restricted common stock.  The Company also has
the right to extend the licensing rights for another 5 years for
an additional $1,250,000, which could also be paid in shares of
its common stock.  Additionally, Hesperia is obligated to register
the shares issued to Federated within six months of signing the
agreement.  Hesperia has also agreed that if after 24 months from
the signing of the agreement, the average bid price of its common
stock for the preceding 30 trading days is less than $2.00 per
share, Hesperia will issue additional shares to Federated to
ensure a purchase price of $5 million.

Although the licensing agreement has been executed, the valuation
of the film assets is still pending a final report to determine
actual value.

              Liquidity and Capital Resources

While the Company has raised capital to meet its working capital
and financing needs in the past, additional financing is required
in order to meet its current and projected cash flow deficits from
operations and development.  As of June 30, 2005, Hesperia had
current assets of $1,043,336 and current liabilities of $942,867
which resulted in a working capital of $100,469.  As a result of
its net income of $94,475, the Company's cash flow generated from
operations was $265,830 during the six-months ended June 30, 2005.

Hesperia used $678,150 of cash to acquire new property and
equipment during the six month period and also paid down its debt
obligations of $132,505.  Company cash increased from $4,966 at
December 31, 2004 to $6,602 at June 30, 2005, a net increase of
$1,636.  At June 30, 2005, the Company had $270,122 available for
borrowing on its secured revolving note.  The Company met its cash
requirements during the period through the receipt of $562,388 of
advances and proceeds from notes payable.

The Company is current seeking additional funding.  There is no
guarantee that Hesperia will be successful in raising the funds
required.

                        Line of Credit

In October 2004, the Company entered into an agreement with Laurus
Master Fund, Ltd. establishing a revolving line of credit.  As of
June 30, 2005, the Company had an outstanding loan obligation of
$729,878 with availability of $270,122.  It is seeking additional
funding to modernize its current facilities and to expand into new
market areas.

By adjusting its operations and development to the level of
capitalization, Hesperia management believes the Company has
sufficient capital resources to meet potential cash flow deficits
through the next twelve months.  However, if thereafter, it is not
successful in generating sufficient liquidity from operations, or
in raising sufficient capital resources, on terms acceptable to
us, this could have a material adverse effect on its business,
results of operations, liquidity and financial condition.

                    Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about the Company's ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Dec. 31, 2004.  The auditing firm pointed to the Company's
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

A full-text copy of Hesperia's latest quarterly report is
available at no charge at http://ResearchArchives.com/t/s?1c3

Hesperia says that recurring operating losses and its dependence
on its management's ability to develop profitable operations
continue to raise substantial doubt about the company's ability to
continue as a going concern.

                  About Hesperia Holding

Hesperia Holding Inc. is the holding company for Hesperia Truss,
Inc., and Pahrump Valley Truss, Inc., manufacturers of
prefabricated wood roof and floor trusses.  The subsidiaries
operate manufacturing plants in California and Nevada and
distribute products to general contractors, framing contractors,
owner builders, and resale distributors engaged in residential and
commercial construction in Arizona, California, and Nevada.


HOLLINGER INC: Holds $63.4 Million Cash as of Sept. 16
------------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(TSX:HLG.PR.B) and its subsidiaries
(other than Hollinger International and its subsidiaries) had
approximately US$63.4 million of cash or cash equivalents on hand,
including restricted cash, as of the close of business on
September 16, 2005.

At that date, Hollinger owned, directly or indirectly, 782,923
shares of Class A Common Stock and 14,990,000 shares of Class B
Common Stock of Hollinger International.  Based on the September
16, 2005 closing price of the shares of Class A Common Stock of
Hollinger International on the New York Stock Exchange of
US$10.50, the market value of Hollinger's direct and indirect
holdings in Hollinger International was US$165.6 million.  All of
Hollinger's direct and indirect interest in the shares of Class A
Common Stock of Hollinger International are being held in escrow
in support of future retractions of its Series II Preference
Shares.  All of Hollinger's direct and indirect interest in the
shares of Class B Common Stock of Hollinger International are
pledged as security in connection with the Notes.

In addition to the cash or cash equivalents on hand, Hollinger has
previously deposited:

   (a) approximately C$8.5 million in trust with the law firm of
       Aird & Berlis LLP, as trustee, in support of Hollinger's
       indemnification obligations to six former independent
       directors and two current officers; and

   (b) approximately US$572.0 thousand in cash with the trustee
       under the Indenture governing the Senior Notes as
       collateral in support of the Senior Notes (which cash
       collateral is also collateral in support of the Second
       Secured Notes, subject to being applied to satisfy future
       interest payment obligations on the outstanding Senior
       Notes).

Hollinger has paid C$1.2 million to satisfy a portion of its
severance obligation pursuant to Mr. Justice Campbell's July 8,
2005, order.  Hollinger is reviewing these obligations as well
as the obligation under the same Order to pay an additional
C$1.8 million in severance to three other directors and other
amounts alleged to be owed as well.

There is currently in excess of US$158.0 million aggregate
collateral securing the US$78 million principal amount of the
Senior Notes and the US$15 million principal amount of the Second
Secured Notes outstanding.

Hollinger's principal asset is its approximately 66.8% voting and
17.4% equity interest in Hollinger International, which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto, Ontario.

On April 20, 2005, Mr. Justice James Farley of the Ontario
Superior Court of Justice issued two orders by which Ravelston and
Ravelston Management Inc. were:

    (i) placed in receivership pursuant to the Courts of Justice
        Act (Ontario); and

   (ii) granted protection pursuant to the Companies' Creditors
        Arrangement Act (Canada).

On May 18, 2005, Mr. Justice Farley further ordered that the
Receivership Order and the CCAA Order be extended to include Argus
Corporation Limited and five of its subsidiary companies, which
collectively own, directly or indirectly, 61.8% of the outstanding
Retractable Common Shares of Hollinger.

As a result of the Receivership Order, the CCAA Order and the
related insolvency proceedings respecting the Ravelston Entities,
an Event of Default has occurred and may be continuing under the
terms of the Indentures governing the Notes.  With respect to the
Notes, the relevant trustee under the Indentures or the holders of
at least 25 percent of the outstanding principal amount of the
relevant Notes has the right to accelerate the maturity of the
Notes.  Until the Event of Default is remedied or a waiver is
provided by holders of the Notes, the terms of the Indentures
prevent Hollinger from, among other things, honouring retractions
of its Series II Preference Shares.

                         *     *     *

                       Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) a US$425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On Sept. 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997, to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defense of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


HOLLINGER INC: Releases Updates on Various Litigation Matters
-------------------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(TSX:HLG.PR.B) reports updates on its
various litigation matters.

The motions brought by certain individuals seeking an Order to,
inter alia, stay the civil action brought by Hollinger against,
inter alia, certain former executives are scheduled to be heard
before Mr. Justice Campbell of the Ontario Superior Court of
Justice in Toronto on November 14, 2005 and November 15, 2005.

The Saskatchewan Court of Queen's Bench has reserved decision in
respect of various motions, which were brought in the Class Action
proceedings commenced in Saskatchewan.  The Court of Appeal for
Ontario has reserved decision on the appeal heard on September 6,
2005 which was brought by certain individuals appealing an Order
compelling them to stand for examination by the Inspector.

In United States Securities and Exchange Commission v. Black, et
al., pending in the United States District Court for the Northern
District of Illinois, the judge granted the government's motion to
stay all discovery with the exception of document discovery
pending the outcome of a criminal case and an ongoing criminal
investigation by the U.S. Attorney's Office.  The government has
brought similar motions to stay discovery in the case brought by
Hollinger International and the private securities litigation,
both pending in the United States District Court for the Northern
District of Illinois.  In the Hollinger International case, the
court has issued a temporary stay pending resolution of the
government's motion.  No ruling has been made yet in the private
securities litigation.

Hollinger and the U.S. Securities and Exchange Commission have
agreed to an extension of the Escrow and Custodial Agreement dated
March 1, 2005 to November 30, 2005.

Hollinger's principal asset is its approximately 66.8% voting and
17.4% equity interest in Hollinger International, which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto, Ontario.

On April 20, 2005, Mr. Justice James Farley of the Ontario
Superior Court of Justice issued two orders by which Ravelston and
Ravelston Management Inc. were:

    (i) placed in receivership pursuant to the Courts of Justice
        Act (Ontario); and

   (ii) granted protection pursuant to the Companies' Creditors
        Arrangement Act (Canada).

On May 18, 2005, Mr. Justice Farley further ordered that the
Receivership Order and the CCAA Order be extended to include Argus
Corporation Limited and five of its subsidiary companies, which
collectively own, directly or indirectly, 61.8% of the outstanding
Retractable Common Shares of Hollinger.

As a result of the Receivership Order, the CCAA Order and the
related insolvency proceedings respecting the Ravelston Entities,
an Event of Default has occurred and may be continuing under the
terms of the Indentures governing the Notes.  With respect to the
Notes, the relevant trustee under the Indentures or the holders of
at least 25 percent of the outstanding principal amount of the
relevant Notes has the right to accelerate the maturity of the
Notes.  Until the Event of Default is remedied or a waiver is
provided by holders of the Notes, the terms of the Indentures
prevent Hollinger from, among other things, honouring retractions
of its Series II Preference Shares.

                         *     *     *

                       Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) a US$425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On Sept. 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997, to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defense of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


HOLLINGER INC: Discloses Compensation for Directors
---------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(TSX:HLG.PR.B) reported that following a
consultative process and review of a marketplace survey by
independent external experts, the compensation for its directors
has been established.  Due to his position as an officer of
Hollinger, Randall Benson, Chief Restructuring Officer, will not
receive compensation in his role as a director.

   * Annual retainer - $70,000 payable quarterly in arrears;

   * Chairman of the Board - $50,000 per year payable quarterly in
     arrears;

   * Committee Chair - $15,000 per year payable quarterly in
     arrears;

   * Committee Member - $3,500 per year payable quarterly in
     arrears;

   * Board Meeting fee - $1,500 per meeting; and

   * Committee meeting fee - $1,500 per meeting.

   * The compensation is subject to a cap of $150,000 per director
     for a 12 month period except for the Chair who is subject to
     a cap at $200,000 for a 12 month period.

   * A program will be introduced whereby at the option of each
     director, the retainer may be paid in equity or deferred
     share units, if permitted by law.

Joseph Wright has been appointed as the Chair of the Board of
Directors for Hollinger.  The Audit Committee of the Corporation
has been established and will initially be comprised of the
Company's entire Board of Directors. David Rattee has been
appointed Chair of the Audit Committee for Hollinger.  Mr. Benson
will be an ex-officio member of the Audit Committee.

Hollinger's principal asset is its approximately 66.8% voting and
17.4% equity interest in Hollinger International, which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto, Ontario.

On April 20, 2005, Mr. Justice James Farley of the Ontario
Superior Court of Justice issued two orders by which Ravelston and
Ravelston Management Inc. were:

    (i) placed in receivership pursuant to the Courts of Justice
        Act (Ontario); and

   (ii) granted protection pursuant to the Companies' Creditors
        Arrangement Act (Canada).

On May 18, 2005, Mr. Justice Farley further ordered that the
Receivership Order and the CCAA Order be extended to include Argus
Corporation Limited and five of its subsidiary companies, which
collectively own, directly or indirectly, 61.8% of the outstanding
Retractable Common Shares of Hollinger.

As a result of the Receivership Order, the CCAA Order and the
related insolvency proceedings respecting the Ravelston Entities,
an Event of Default has occurred and may be continuing under the
terms of the Indentures governing the Notes.  With respect to the
Notes, the relevant trustee under the Indentures or the holders of
at least 25 percent of the outstanding principal amount of the
relevant Notes has the right to accelerate the maturity of the
Notes.  Until the Event of Default is remedied or a waiver is
provided by holders of the Notes, the terms of the Indentures
prevent Hollinger from, among other things, honouring retractions
of its Series II Preference Shares.

                         *     *     *

                       Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) a US$425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On Sept. 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997, to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defense of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


HUFFY CORP: Bankruptcy Court Confirms Joint Reorganization Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
confirmed Huffy Corporation and its debtor-affiliates' (OTC:
HUFCQ) Joint Plan of Reorganization on Sept. 22, 2005.  The Court
ruled that the Debtors have met all of the necessary statutory
requirements to confirm the plan.  With this action, the Debtors
expects to emerge from Chapter 11 protection in early October
2005.  The Company's emergence remains subject to finalizing exit
financing arrangements with its lenders on or before that date.

"We are very grateful for the support we have received throughout
this process from our key suppliers and our employees," John A.
Muskovich, President and Chief Executive Officer, said.  "The
actions we have taken to restructure Huffy during the
reorganization will continue at a rapid pace after emergence.  We
intend to focus on our bicycle and golf businesses as we work to
strengthen the Company's operational and financial performance."

All shares of Huffy Corporation common stock outstanding prior to
its emergence from bankruptcy will be cancelled.  Because the
Company will have less than 300 shareholders of record after
emergence, it plans to make the necessary filings with the
Securities and Exchange Commission to suspend its registration
under the Securities Exchange Act of 1934, effective on or about
the date of emergence.  Accordingly, Huffy Corporation will no
longer be a publicly-traded corporation and will no longer be
required to file periodic or other reports with the Securities and
Exchange Commission.

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on
Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin
Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


HUFFY CORP: Court Gives More Time to File Notices of Removal
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio gave
Huffy Corporation and its debtor-affiliates more time within which
they can file notices of removal with respect to pre-petition
Civil Actions pursuant to 28 U.S.C. Section 1452 and Bankruptcy
Rule 9027(a)(2).

The Court gave the Debtors an extension to the later of Oct. 17,
2005, or 30 days after the entry of an order terminating the
automatic stay with respect to the particular Civil Action sought
to be removed.

The Court gave the Debtor four reasons in support of the
extension:

   1) since the Claims Bar Date has recently passed, they are
      currently in the process of reviewing filed claims which
      include those filed on behalf of litigants to the Civil
      Actions;

   2) the current and continuing review of all filed claims will
      aid in their determination of which Civil Actions should be
      removed;

   3) the extension is in the best interest of their estates and
      creditors and will afford them more opportunity to make
      fully informed decisions concerning the removal of each
      Civil Action and will assure that they do not prematurely
      forfeit their valuable rights under 28 U.S.C. Section 1452;
      and

   4) the extension will not prejudice the Debtors' adversaries
      because those adversaries may not prosecute the Civil
      Actions absent relief from the automatic stay provisions of
      11 U.S.C. Section 362 and it will not harm the rights of any
      party removed by the Debtor to pursue a remand in accordance
      with 28 U.S.C. Section 1452(b).

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on Oct.
20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin Lewis,
Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


J.A. JONES: Trustee Has Until Oct. 25 to Object to Claims
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina extended until Oct. 25, 2005, the period within which
Carroll Services, LLC, the Liquidation Trustee appointed in J.A.
Jones, Inc., and its debtor-affiliates' chapter 11 cases, can
object to Administrative expense Claims and all other claims
except Class 6 Claims and Class 10 Claims filed against the
Debtors.

The Liquidation Trustee relates that it has nearly completed
objecting to the other administrative expense claims.  The
Liquidation Trustee believes that the extension will allow
additional time to review and determine the validity of the few
remaining claims.

Headquartered in Charlotte, North Carolina, J.A. Jones, Inc., was
founded in 1890 by James Addison Jones.  J.A. Jones is a
subsidiary of insolvent German construction group Philipp Holzmann
and a holding company for several US construction firms.  The
Debtors filed for chapter 11 protection on September 25, 2003
(Bankr. W.D. N.C. Case No. 03-33532).  John P. Whittington, Esq.,
at Bradley Arant Rose & White, LLP, and W. B. Hawfield, Jr., Esq.,
at Moore & Van Allen represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed debs and assets of more than $100 million
each.  On Aug. 19, 2004, the United States Bankruptcy Court for
the Western District of North Carolina approved the Third Amended
and Restated Joint Plan of Liquidation of J.A. Jones and certain
of its debtor-subsidiaries.  The Plan took effect on Sept. 28,
2004.


LAND O'LAKES: Gets $315 Mil. from Sale of CF Industries Interest
----------------------------------------------------------------
Land O'Lakes, Inc., had received approximately $315 million in net
proceeds from the sale of its entire equity interest in CF
Industries, Inc.  The Company also announced that the indentures
governing its $350,000,000 aggregate principal amount of 8.75%
senior notes due 2011 and its $175,000,000 aggregate principal
amount of 9% senior secured notes due 2010 required the Company to
initiate a par offer for the Notes for up to the full amount of
the Net Proceeds.  The par offer expired on September 15, 2005.  A
total of $3,766,000 of the Company's 8.75% senior notes were
tendered.  None of the 9% senior secured notes were tendered.  The
trustee under the indentures returned the remaining amount of the
Net Proceeds to the Company upon expiration of the par offer.  The
Company used the remaining proceeds to pay down the amounts drawn
on its accounts receivable securitization facility and to increase
its cash balances.

Land O'Lakes, Inc. -- http://www.landolakesinc.com/-- is a
national farmer-owned food and agricultural cooperative with
annual sales of more than $7 billion.  Land O'Lakes does business
in all fifty states and more than fifty countries.  It is a
leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and ranchers with an
extensive line of agricultural supplies (feed, seed, crop
nutrients and crop protection products) and services.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2005,
Moody's Investors Service placed under review for possible upgrade
Land O'Lakes, Inc.'s B1 rated senior secured bank facility, its B2
rated second lien notes, its B3 rated senior unsecured notes, and
its B2 corporate family rating.  Moody's also placed under review
for possible upgrade the capital securities of Land O'Lakes
Capital Trust I.  Land O'Lakes' speculative grade liquidity rating
was upgraded to SGL-2 from SGL-3.

As reported in the Troubled Company Reporter on Aug. 29, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on agricultural cooperative, Land O'Lakes Inc., to 'B+'
from 'B' and removed the ratings from CreditWatch where they were
placed on Aug. 17, 2005, with positive implications.

At the same time, Standard & Poor's raised its rating on Land
O'Lakes' $200 million senior secured credit facility to 'BB+' from
'B+' and its recovery rating to '1+' from '1', indicating Standard
& Poor's highest expectation for full recovery in the event of a
payment default.  Standard & Poor's also raised its rating on Land
O'Lakes' $175 million 9% senior secured (second lien) notes due
2010 to 'BB-' from 'B' and its recovery rating to '1' from '3',
indicating Standard & Poor's high expectation for full recovery in
the event of a payment default.  The outlook is positive.


LBACK DEV'T: Disclosure Statement Hearing Continued to Nov. 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas will
convene a hearing on Nov. 11, 2005, at 11:00 a.m. to continue
discussing the adequacy of information contained in two
Disclosure Statements filed by LBack Development, L.P., and
Exotic Car Rentals of Texas Inc.  The Court commenced the hearing
on Sept. 20.

LBack Development, L.P., and Exotic Car Rental of Texas, Inc.,
delivered separate Disclosure Statements explaining their separate
chapter 11 Plans of Reorganization to the Court in August.

                   LBack and Exotic Car's Relation

Exotic Car Rental, a business renting Ferraris, Jaguars and BMWs,
is managed by Matthew Lineback who also ran Lineback/Advantage,
Inc., and LBack Development.  When Lineback/Advantage became
financially troubled, Exotic signed a document that purported to
create a lien against its cars.  After Lineback/Advantage failed
to pay the debt, the lender, MLSBF, L.P., took Exotic's cars which
resulted in the company's bankruptcy.

Exotic sued the lender and was successful in repossessing some of
its cars.  The company now operates under the name Willowbend Auto
Expo.

Upon its emergence from bankruptcy, Exotic and LBack will operate
under the Willowbend Auto Expo trade name.  The new entity will
engage in:

         * car repair;
         * rental of high-end cars; and
         * leasing of space to individual automobile dealers.

                      Treatment of Claims

                       LBack Development

Under LBack's Plan, Gateway National Bank, holding a first lien on
LBack's property at 4201 West Park, will be paid according to a
contract between the parties.  In the alternative, the Bank will
be paid by placing arrears at the end of the note or through a
recovery against MLSBF, L.P. -- a secured creditor of LBack.

The Small Business Administration will be given a $100,000 secured
claim.  The debt will be paid with 5% simple annual interest over
60 months.

The Collin County's $59,474 tax claim will be paid with 5% simple
annual interest over a 60-month period.

All other claims will be paid in cash within 90 days after the
Plan's effective date.

Insider claims will be paid in cash at any time after the other
claims have been paid.

                      Exotic Car's Plan

Under Exotic's Plan of Reorganization, the Internal Revenue
Service's and the U.S. Trustee's claims will be paid in full
before other claims be paid.

Claims of creditors who made advance credit to Exotic and have not
been paid by the time the chapter 11 case was filed, will be paid
in full in cash within 90 days after the confirmation of the Plan.

Headquartered in Dallas, Texas, Exotic Car Rental of Texas, Inc.,
rents exotic and luxury cars.  The Debtor filed for chapter 11
protection on April 28, 2005 (Bankr. E.D. Tex. Case No. 05-42253).
Charles R. Chesnutt, Esq., of Dallas, Texas, represents the
Debtor.  When the company filed for protection from its creditors,
it estimated $500,000 to $1 million in assets and $1 million to
$10 million in debts.

Headquartered in Plano, Texas, LBack Development, L.P., filed for
chapter 11 protection on March 31, 2005 (Bankr. E.D. Tex. Case No.
05-41537).  Charles R. Chesnutt, Esq., of Dallas, Texas,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated $50,000 in assets and more than
$10 million in debts.


MASTERSSON CONSTRUCTION: Case Summary & 12 Largest Creditors
------------------------------------------------------------
Debtor: Mastersson Construction Management, Inc.
        4480 North 109th Street
        Lafayette, Colorado 80026-9660

Bankruptcy Case No.: 05-35814

Chapter 11 Petition Date: September 23, 2005

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Jesse Aschenberg, Esq.
                  7400 East Orchard Road, Suite 4035
                  Greenwood Village, Colorado 80111
                  Tel: (720) 493-9733
                  Fax: (720) 493-0668

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   BC Services                                       $4,122
   P.O. Box 1317
   Longmont, CO 80502-1317

   James Steven & Daniels                            $4,091
   1283 College Park Drive
   Dover, DE 19904-8713

   BC Services                                       $3,326
   P.P. Box 1317
   Longmont, CO 80502-1317

   Allied Interstate                                 $1,933

   Diversified Credit Service, Inc.                  $1,702

   DAL Inc.                                          $1,116

   United Site Service                               $1,013

   Capital Management Services, Inc.                 $1,008

   Machol & Johannes P.C.                              $703

   BC Services                                         $515

   Accelerated Receivable Solutions                    $451

   Sender & Wasserman, P.C.                            $350


MED-CARE CORP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Med-Care Corp., Inc.
        dba Eastern Welding Supply Company
        dba Therwill Enterprises Inc.
        31-35 East Fifth Street
        Mt. Carmel, Pennsylvania 17851

Bankruptcy Case No.: 05-55673

Chapter 11 Petition Date: September 23, 2005

Court: Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtor's Counsel: Lisa M. Doran, Esq.
                  Doran Nowalis & Doran
                  69 Public Square, Suite 700
                  Wilkes-Barre, Pennsylvania 18701
                  Tel: (570) 823-9111
                  Fax: (570) 829-3222

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


N-STAR REAL: Fitch Places BB Rating on $12.7 Mil Fixed-Rate Notes
-----------------------------------------------------------------
Fitch Ratings has rated these notes issued by N-Star Real Estate
CDO V Ltd. and co-issuer N-Star Real Estate CDO V Corp.:

    -- $339,735,000 class A-1 floating-rate notes due 2045 'AAA'.

    -- $47,000,000 class A-2 floating-rate notes due 2045 'AAA'.

    -- $41,400,000 class B floating-rate notes due 2045 'AA'.

    -- $18,125,000 class C deferrable fixed-rate notes due 2045
       'A'.

    -- $15,240,000 class D deferrable fixed-rate notes due 2045
       'BBB'.

    -- $5,000,000 class E deferrable floating-rate notes due 2045
       'BBB-'.

    -- $12,750,000 class F deferrable fixed-rate notes due 2045
       'BB'.

The ratings on classes A-1, A-2 and B address the timely payment
of interest and ultimate payment of principal as outlined in the
governing documents.  The ratings on classes C, D, E and F address
the ultimate payment of interest and principal as outlined in the
governing documents.  The collateral portfolio will be managed by
NS Advisors, LLC, an indirect wholly owned subsidiary of NorthStar
Realty Finance Corp.

The ratings are based upon the capital structure of the
transaction, the quality of the collateral, and the
overcollateralization and interest coverage tests provided for
within the indenture.  The transaction will have a five-year
reinvestment period, during which time proceeds from regular asset
amortization can be used to purchase additional collateral up to a
35% reinvestment cap.  For the first three years of the
transaction, proceeds from the sale of defaulted and distressed
assets can be used to purchase additional collateral up to a 5%
reinvestment cap.

During the five-year reinvestment period, each class of rated
notes will receive pro rata principal repayments above the 35%
reinvestment cap in the case of regular amortizing principal and
5% in the case of the sale of defaulted and distressed asset
recoveries (for the first three years).  After the five-year
reinvestment period, or if the portfolio collateral balance drops
below 50% of the original portfolio balance, principal proceeds
will be applied to repay outstanding notes sequentially.
Repayment of notes will remain pro rata within classes.

The proceeds of the notes will be used to purchase a portfolio of
real estate structured finance securities, consisting of
approximately 50.40% conduit commercial mortgage-backed
securities, 19.80% real estate investment trust securities, 10.40%
ReREMIC CMBS, 6.50% large-loan CMBS, 5.00% commercial real estate
collateralized debt obligations, 3.60% credit tenant lease CMBS,
2.40% single tenant lease, 1.20% B-Notes, and 0.80% term loans.

NS Advisors will purchase all investments for the portfolio on
behalf of N-Star Real Estate CDO V Ltd. and N-Star Real Estate CDO
V Corp., which are special purpose companies incorporated under
the laws of the Cayman Islands and Delaware, respectively.

NS Advisors, an indirect wholly owned subsidiary of NRF, is the
collateral administrator for the co-issuers.  NRF is an internally
managed commercial REIT that makes fixed-income, structured
finance, and net lease investments in real estate assets . NRF was
formed in October 2003 to continue to expand the subordinate debt,
real estate securities, and net lease businesses conducted by
NorthStar Capital Investment Corp. (NorthStar Capital).

As of June 30, 2005, the company had more than $2 billion in
assets under management, consisting of real estate securities and
loan positions financed through four issued CDOs, N-Star Real
Estate CDO I, II, III, and IV, and real estate securities that
accumulated under a warehouse arrangement for this, its fifth CDO.
N-Star Real Estate CDOs I, II, and III are rated by Fitch.


NH HEALTHFULLY YOURS: Case Summary & 14 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: New Hampshire Healthfully Yours Resort
        233 Route 3, Box G
        Twin Mountain, New Hampshire 03595

Bankruptcy Case No.: 05-13920

Type of Business: The Debtor operates a resort located in
                  Twin Mountain, New Hampshire.
                  See http://www.naturallynewhampshire.com/

Chapter 11 Petition Date: September 23, 2005

Court: District of New Hampshire (Manchester)

Judge: J. Michael Deasy

Debtor's Counsel: Susan H. Hassank, Esq.
                  Getman, Stacey, Schulthess & Steere, PA
                  3 Executive Park Drive, Suite 9
                  Bedford, New Hampshire 03110
                  Tel: (603) 634-4300
                  Fax: (603) 626-3647

Total Assets: $1,676,000

Total Debts:    $960,824

Debtor's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Gergory Lovely                Bank loan                 $425,000
P.O. Box 36
Newport, ME 04953

Mathew L. McKerley            Bank loan                 $401,000
451 Daniel Webster Highway
Boscawen, NH

Town Of Carroll               Bank loan                  $69,250
P.O. Box 88
Twin Mt., NH 03595

IRS                           Bank loan                  $34,000

WGBH Educational Foundation   Trade debt                  $8,000

Boston Globe                  Trade debt                  $5,495

Allegaint                     Trade debt                  $3,260

Kelmic Enterprises, Inc.      Trade debt                  $3,260

Medical Contracting           Trade debt                  $3,140
Services, Inc.

Sal Contreras                 Trade debt                  $2,200

Vermont Public Radio          Trade debt                  $1,980

NH Public Radio               Trade debt                  $1,798

Hatchland Farm, LLC           Trade debt                  $1,650

NH Employment Security        Trade debt                    $790


NORTHWEST AIRLINES: Ceases Common Shares Trading in NASDAQ Today
----------------------------------------------------------------
Northwest Airlines Corporation reported that its common stock
would cease trading on the NASDAQ stock market, effective with the
opening of business on Sept. 26, 2005.

Northwest received written notification on Sept. 15, 2005, from
NASDAQ that its common stock will be delisted in accordance with
Marketplace Rules 4300, 4450(f) and IM-4300.  Because of the
exchange notification, the fifth character "Q" will be added to
the company's trading symbol, which will change from NWAC to NWACQ
at the opening of business on Sept. 19, 2005.  Once delisted,
shares could still be traded in the "over-the-counter" market.

Northwest Airlines urges that appropriate caution be exercised
with respect to existing and future investments in its common
stock.  It is entirely possible that ultimately no value will be
ascribed to the company's existing common stock or other equity
securities.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington, D.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and
$17.9 billion in total debts.


NORTHWEST AIRLINES: Paying $57 Mil. to Critical Foreign Vendors
---------------------------------------------------------------
Approximately 32% of Northwest Airlines Corporation and its
debtor-affiliates' annual revenues are generated from
international operations.  One of their most valuable assets
is the Pacific route system.

In the ordinary course of their businesses and to maintain their
foreign operations, the Debtors must make certain payments to
foreign vendors, service providers and governments.  The Foreign
Entities provide essential services to the Debtors that are
critical to sustaining and preserving their overseas assets and,
thus, to their prospects for a successful reorganization.

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft, LLP,
in New York, tells the Court that the Foreign Entities may have
little or no connection to the United States.  "[T]here is a
substantial risk that Foreign Entities that hold claims against
the Debtors may consider themselves to be beyond the jurisdiction
of this Court, disregard the automatic stay and engage in conduct
under local law to seize the Debtors' foreign assets or otherwise
deny services to the Debtors, thereby severely disrupting the
Debtors' international operations," Mr. Zirinsky adds.

Mr. Zirinsky further states that Foreign Authorities may also sue
one or all of the Debtors in a foreign court to recover
prepetition amounts owed to them.

The Debtors believe that if the Foreign Entities succeed in
obtaining a judgment against them, the entities may exercise
post-judgment remedies and may seek to attach their foreign
assets and effectively destroy their ability to operate
internationally.

In this regard, the Debtors sought and obtained the U.S.
Bankruptcy Court for the Southern District of New York's authority
to pay $57 million in prepetition obligations to foreign vendors,
service providers and governments.

The Debtors will make the payments through their alliance
partner, KLM Royal Dutch Airlines.

KLM and Northwest enjoy a beneficial joint venture arrangement in
which each acts as a paymaster for the other with regard to
certain vendors.  With respect to certain Foreign Entities that
the Debtors contract with, KLM makes payments to the parties on
the Debtors' behalf and the Debtors reimburse KLM.  The Debtors
perform the same function for KLM with regard to U.S. and Mexican
entities and receive reimbursement from KLM.

Mr. Zirinsky points out that through the process, KLM advances
greater funds for the benefit of the Debtors' operations than the
Debtors' advance to them, making the Debtors a net beneficiary in
the arrangement, due to the timing between payments to third
parties by KLM and reimbursement by the Debtors.

"Various secured creditors in these cases have liens against
certain of the Debtors' international assets and routes," Mr.
Zirinsky notes.  "By taking the actions requested, the Debtors
will preserve such foreign assets or other assets located in
foreign jurisdictions, which, in turn, will preserve such secured
creditors' collateral."

In sum, payment of the prepetition amounts due to the Foreign
Entities will allow the Debtors to continue to receive essential
services as well as eliminate the substantial risks to the
Debtors' reorganization efforts from the potential collection
attempts of the Foreign Entities, Mr. Zirinsky maintains.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Laying Off 1,400 Flight Attendants by January
-----------------------------------------------------------------
The Associated Press reports that Northwest Airlines Corp. will be
laying off 1,400 flight attendants by January 2006.  The airline
rehired about 8,500 flight attendants in May 2005.  These flight
attendants were laid off after the Sept. 11, 2001 attacks.

The Professional Flight Attendants Association disclosed that
Northwest vice president for in-flight services issued a memo
announcing the layoffs of 900 employees beginning October 31 --
480 from Detroit and 355 in Minneapolis.  The Union believes that
Northwest will be outsourcing those jobs to cheaper labor markets
outside of the United States, the AP reports.

Bob Krabbe, PFAA representative, told the AP that Northwest showed
a callous attitude by laying off employees only recently recalled
back to work.  He adds that currently, Northwest's flight
attendants on its Tokyo hub, about 500, are nonunion members.

Last week, Northwest disclosed it will be laying off 400 pilots in
the next eight months, the first 70 will be out of work by
November 1.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington, D.C., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.


NORTHWEST AIRLINES: ALPA Wants a Seat on Official Creditors Panel
-----------------------------------------------------------------
In a message to Northwest pilots on September 14, 2005, Captain
Mark McClain, chairman of the Northwest Airlines Masters
Executive Counsel, said the Air Line Pilots Association will be
requesting appointment to the committee of unsecured creditors
when the committee is appointed.

The ALPA is being represented in Northwest's case by Cohen, Weiss
and Simon LLP, in New York, according to Capt. McClain.

"This is a very somber day for Northwest pilots and all Northwest
employees," Capt. McClain said in his message.  "Our pilots have
made significant sacrifices over the past year in an effort to
help prevent the announcement that took place today."

"The Northwest pilot group recognized the serious financial
problems that loomed in April 2003.  We have worked diligently
during the past two and a half years, and invested $265 million,
to help avoid a Chapter 11 filing.

"NWA management's long-standing practice of treating its
employees as a commodity and its overall poor employee relations
was a huge stumbling block in our efforts for a joint solution to
our company's financial problems.

According to Capt. McClain, passing on skyrocketing fuel costs to
consumers could have helped Northwest avert bankruptcy.

". . . NWA cited high fuel costs and reduction in available cash
as the primary reasons for its decision to seek bankruptcy
protection at this time.  Yet during the past months, management
did not pass on skyrocketing fuel costs to consumers, an action
which could have helped to avert a tragedy like this filing," he
said.

"Despite today's filing, the collective bargaining agreement
between ALPA and NWA remains in full effect," Capt. McClain said.
"We expect NWA to honor the spirit of the agreements it made with
pilots who have invested so much in their company."

"Northwest management indicated that it plans to protect
employees' pensions.  We firmly believe that Northwest employees'
pensions can be fully safeguarded by pension reform measures that
allow airlines to amortize the unfunded liability of their
defined benefit pension plans over a reasonable period of time.

"This bankruptcy filing begins a specific legal process and ALPA
will be fully engaged in that process every step of the way.

"This restructuring will be painful for all Northwest employees.
There are likely to be displacements, layoffs, and demands for
substantial changes to each union contract.  We will seek to
contain and mitigate this pain for NWA pilots as much as
possible, while working to bring about Northwest's successful
emergence from Chapter 11."

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST ARKANSAS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Northwest Arkansas Equipment Sales & Service LLC
        318 West Elm
        Rogers, Arkansas 72756

Bankruptcy Case No.: 05-77344

Type of Business: The Debtor sells, services and leases heavy
                  equipment.

Chapter 11 Petition Date: September 23, 2005

Court: Western District of Arkansas (Fayetteville)

Judge: Richard D. Taylor

Debtor's Counsel: Stanley V. Bond, Esq.
                  P.O. Box 1893
                  Fayetteville, Arkansas 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141

Total Assets: Not provided

Total Debts:  Not provided

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


NORTHWOOD PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Northwood Properties, LLC
        P.O. Box 337
        Topsfield, Massachusetts 01983

Bankruptcy Case No.: 05-18880

Type of Business: The Debtor is the successor to a co-proponent
                  of a plan of reorganization for Northwood at
                  Sudbury Realty Corp., which filed for chapter 11
                  protection (Bankr. D. Mass. Case No. 00-14967)
                  on July 25, 2000.

Chapter 11 Petition Date: September 22, 2005

Court: District of Massachusetts (Boston)

Debtor's Counsel: Alan L. Braunstein, Esq.
                  Riemer & Braunstein, LLP
                  Three Center Plaza
                  Boston, Massachusetts 02108
                  Tel: (617) 880-3516

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Northwood at Sudbury          Monthly condominium         $3,622
Condominium Trust             fees (developer)
c/o Bruce Steiner
10 Northwood Drive, Unit 101
Sudbury, MA 01776

Town of Sudbury               Real estate taxes           $1,321
Treasurer/Collector           for Model Unit
P.O. Box 959                  No. 201
Sudbury, MA 01776

Northwood at Sudbury          Monthly condominium           $364
Condominium Trust             fees for Model Unit
c/o Alan Slawsby & Assoc.,    No. 201
Inc.
P.O. Box 81388
Wellesley Hills, MA 02481

GZA GeoEnvironmental, Inc.    Downgradient                  $306
P.O. Box 711810               property status
Cincinnati, OH 45271          filing preparation

Keyspan                       Gas bill                       $50
P.O. Box 4300
Woburn, MA 01888-4300

NStar                         Electric bill                  $50
P.O. Box 4508
Woburn, MA 01888-4508


OAK CREEK: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Oak Creek Park, LLC
        575 Market Street, 35th Floor
        San Francisco, California 94105

Bankruptcy Case No.: 05-56102

Chapter 11 Petition Date: September 21, 2005

Court: Northern District of California (San Jose)

Judge: James R. Grube

Debtor's Counsel: Desmond J. Cussen, Esq.
                  Telesis Tower
                  1 Montgomery Street
                  San Francisco, California 94104
                  Tel: (415) 393-8200

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
GMAC                          Bank loan              $18,100,000
P.O. Box 100664               (Claim is allegedly
Pasadena, CA 91189-0664       secured by security
                              with a value of
                              approx. $14 million
                              to $15 million)

Avent, Inc.                   Tenant                    $725,770
2211 South 47th Street        (Claim is secured
Phoenix, AZ 85034             by setoff right)

Santa Clara Tax Assessor      Taxes                     $104,451
Government Center,            (Claim is secured by
East Wing                     property)
70 West Hedding Street
5th Floor
San Jose, CA 95110

PricewaterhouseCoopers, LLP   Audit fees                  $7,600

MEPCO Acceptance Corp.        Insurance                   $5,366

City of Milpitas              Utility provider            $3,721

Gachina Lanscaping Mgmt.      Vendor                      $2,408
Inc.                          (Landscaping)

Karis Corporate Services      Independent manager           $750
                              for Divco Oak Creek
                              investors, LLC

Pro-Sweep                     Vendor                        $240
                              (Parking lot cleaning)

Divco West Property           Management fees               $176
Services, LLC                 (Rent)

Give Something Back, Inc.     Vendor                         $84
                              (Stationery supplies)

SBC                           Utility provider               $54

Business Week                 Vendor                          $2
                              (Magazine subscription)

CA Franchise Tax Board        State taxes                Unknown

Cee Gee Parking Lot           Vendor                     Unknown
Striping Inc.                 (Construction)
                              (Claim is allegedly
                              secured by lien)

Devcon Construction Inc.      Vendor                     Unknown
                              (Parking lot paving)
                              (Claim is allegedly
                              secured by lien)

Graham Contractors, Inc.      Vendor                     Unknown
                              (Construction)
                              (Claim is allegedly
                              secured by lien)

Internal Revenue Service      Federal taxes              Unknown

Top Grade Construction        Vendor                     Unknown
                              (Construction)


PEGASUS SATELLITE: Liquidating Trust Wants Trust Agreement Amended
------------------------------------------------------------------
The Liquidating Trustee of The PSC Liquidating Trust asks the U.S.
Bankruptcy Court for the District of Maine to approve an amendment
to the Liquidating Trust Agreement relating to The PSC Liquidating
Trust.

The Liquidating Trust Agreement requires the Liquidating Trustee
to file periodic reports with the Bankruptcy Court and to serve
copies of the reports on the United States Trustee.  The
Liquidating Trustee wants to change the first Reporting Period
from May 5, 2005, to August 31, 2005, to May 5, 2005, to
September 30, 2005.  The deadline for filing the periodic reports
relating to each Reporting Period will remain 45 days after the
end of each Reporting Period and each subsequent Reporting Period
will remain 3 calendar months.

John P. McVeigh, Esq., at Preti, Flaherty, Beliveau, Pachios &
Haley, LLP, in Portland, Maine, explains that the purpose of the
amendment is to make each Reporting Period coincide with each
calendar quarter thereby making the reporting process more
efficient and economical for the Liquidating Trustee.

Mr. McVeigh assures the Court that the proposed amendment will
make the reporting requirements more efficient and economical by
tying the Reporting Periods to calendar quarters.

"The amendment will merely delay by no more than one month the
disclosure of the information that is required to be filed with
the court and served on the United States Trustee," Mr. McVeigh
notes.  "The substance of the information will not be altered."

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PLYMOUTH RUBBER: FlatIron & AFCO Will Finance Insurance Premiums
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Plymouth Rubber, Inc., and its debtor-affiliate, Brite-
Line Technologies, to obtain credit from FlatIron Capital Corp and
AFCO Credit Corporation.  The Debtors will use the credit facility
to pay required premiums on their insurance policies.

The Debtors maintain an extensive program of insurance covering
property, casualty, liability, business interruption and many
other types of risks.  The current total premium costs associated
with these insurance policies total approximately $704,872.

Pursuant to the Premium Financing Agreement, the Debtors agree to
pay AFCO and FlatIron based on these terms:

                                   AFCO           FlatIron
                                  -------         --------
   Deposit                       $178,387          $22,050
   Financed Amount                416,235           88,200
                                 --------         --------
   Total Premium                 $594,622         $110,250
                                 ========         ========

   Interest Rate                     6.49%            7.35%

   Total Finance Charges           $9,053           $2,999

   Monthly Payment                $60,755           $9,120

   Number of Monthly Payments           7               10

As a condition for extending credit, AFCO and Flatiron are
granted:

   a) first priority security interest solely in the insurance
      policies they are financing;

   b) the right to cancel the policies if payments are not made as
      stipulated in the financing agreement;

   c) the right to receive the premium refund from the insurance
      companies that would be due upon a cancellation; and

   d) administrative priority claim for any unsecured deficiency.

In addition, The Debtors inform the Bankruptcy Court that they are
arranging to place their secured creditors, LaSalle Bank National
Association, General Electric Credit Corporation, BankNorth and
the Pension Benefit Guaranty Corporation, as an additional insured
and loss payee under all applicable insurance policies.

Headquartered in Canton, Massachusetts, Plymouth Rubber, Inc.,
manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
$10 million to $50 million in assets and debts.


REAL ESTATE: Fitch Assigns Low-B Rating to Five Cert. Classes
-------------------------------------------------------------
Fitch rates the securities of Real Estate Synthetic Investment
Finance Limited Partnership 2005-C and RESI Finance DE Corporation
2005-C (collectively referred to as the issuers) as indicated
below.  The rating on the securities addresses the timely payment
of interest and ultimate repayment of principal upon maturity.

     --$54,266,000 class B3 notes 'A+';
     --$17,365,000 class B4 notes 'A';
     --$28,218,000 class B5 notes 'BBB+';
     --$7,597,000 class B6 notes 'BBB+';
     --$24,963,000 class B7 notes 'BB+';
     --$8,683,000 class B8 notes 'BB';
     --$10,853,000 class B9 certificates 'B+';
     --$5,427,000 class B10 certificates 'B';
     --$5,427,000 class B11 certificates 'B-'.

The transaction is a synthetic balance sheet securitization that
references a $10.85 billion diversified portfolio of primarily
jumbo, A-quality, fixed-rate, first lien residential mortgage
loans.  The ratings are based upon the credit quality of the
reference portfolio, the credit enhancement provided by
subordination for each tranche, the financial strength of Bank of
America, National Association, as swap counterparty, and the sound
legal structure of the transaction.

The reference portfolio consists of primarily 30-year mortgage
loans originated by various lenders.  The issuers have entered
into a credit default swap with BOANA, documented under an
International Swaps and Derivatives Association agreement, and
receive a premium in return for credit protection on the reference
portfolio.

The proceeds of the issued securities will be used to purchase
eligible investments (charged assets), pursuant to a forward
delivery agreement between the trustee and BOANA, whereby the co-
issuers are obligated to purchase eligible investments from BOANA
at a specified yield on each determination date.

Eligible investments will consist of direct obligations guaranteed
by the Federal National Mortgage Association, Federal Home Loan
Mortgage Corporation, Federal Home Loan Bank, or any other agency
backed by the U.S.A.  The collateral is pledged first to the
counterparty to reimburse for credit losses on the reference
portfolio during the term of the CDS and second to the noteholders
for repayment of principal at maturity.  Interest earned on the
collateral during the term of the CDS is used in combination with
the premium from BOANA to make monthly security payments.


SAINT CASIMIR: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Saint Casimir Development Corporation
        11-23 Saint Casimir Avenue
        Yonkers, New York 10701

Bankruptcy Case No.: 05-24239

Type of Business: The Debtor operates a 107-unit, independent
                  living, low-income, senior residence.
                  The Debtor also leases the concourse level to
                  commercial tenants.

Chapter 11 Petition Date: September 23, 2005

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Erica R. Feynman, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue
                  Harrison, New York 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Total Assets: $5,600,000

Total Debts: $10,822,000

Debtor's 2 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Alliant Capital, Ltd.                      $473,892
340 Royal Ponciana Way, Suite 305
Palm Beach, FL 33480

HSBC USA                                    $77,481
P.O. Box 37278
Baltimore, MD 21297


SANMILL PACIFIC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Sanmill Pacific, Inc.
        4519 Dry Creek Road
        Napa, California 94558-9596

Bankruptcy Case No.: 05-12757

Chapter 11 Petition Date: September 22, 2005

Court: Northern District of California (Santa Rosa)

Debtor's Counsel: Craig K. Welch, Esq.
                  Welch and Olrich
                  809 Petaluma Boulevard North
                  Petaluma, California 94952
                  Tel: (707) 782-1790

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


SEGA GAMEWORKS: Plan Confirmation Hearing Set on Oct. 20
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved the Disclosure Statement explaining the Second Amended
Plan of Reorganization of SEGA Gameworks LLC.

The Bankruptcy Court determined that the disclosure statement
contained adequate information -- the right amount of the right
kind -- for hypothetical investors to make informed decisions when
asked to vote for the Plan.

Pursuant to the Debtor's Plan, the Debtor will establish:

     -- a $250,000 professional fee reserve; and

     -- a $100,000 expense reserve.

All undisputed portions of a priority tax claim will be paid on
the effective date; disputed portions of that claim will be paid
upon the later of the effective date or the entry of an order
allowing such claim.

The Plan Administrator will make interim cash distributions to
General Unsecured creditors, not covered by any insurance policy,
on a pro rata basis.  These creditors are owed approximately $6
million to $7 million.  Unsecured creditors are expected to
recover 24% to 31% of their claims.

Equity interest holders will receive no distribution under the
Plan.

The Bankruptcy Court will convene a hearing at 10:00 a.m. on Oct.
20, 2005, to consider the confirmation of the Debtor's plan.

Ballots voting on the Second Amended Plan must be sent by mail, on
or before Sept. 30, 2005, to:

        Levene, Neale, Bender, Rankin & Brill L.L.P.
        Attn: Monica Kim
        1801 Avenue of the Stars, Suite 1120
        Los Angeles, CA 90067

or by facsimile at (310) 229-7244.

Objections to the confirmation of the Second Amended Plan must be
filed with the Clerk of the Bankruptcy Court by 4:00 p.m. on
Sept. 30, 2005 and served on:

        counsel for the Debtor

        Levene , Neale, Bender, Rankin & Brill L.L.P.
        Attn: Monica Y. Kim
        1801 Avenue of the Stars, Suite 1120
        Los Angeles, CA 90067

        and counsel for the Official Committee of Unsecured
        Creditors

        Pachulski, Stang, Ziehl, Young, Jonmes & Weintraub, P.C.
        Attn: Jeffrey Pomerantz
        10100 Santa Monica Blvd.
        11th Floor, Los Angeles, CA 90067

Headquartered in Glendale, California, SEGA Gameworks LLC --
http://www.gameworks.com/-- operates 16 video arcades in 11 US
states, Canada, Guam, and Kuwait.  The Company filed for chapter
11 protection on March 9, 2004 (Bankr. C.D. Calif. Case No.
04-15404).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill represents the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
both estimated debts and assets of $50 million.


SIRIUS SATELLITE: Apollo Sells 40 Mil. Common Shares to JPMorgan
----------------------------------------------------------------
Sirius Satellite Radio Inc. filed a Registration Statement with
the Securities and Exchange Commission to allow the resale of
40,000,000 shares of common stock held by these selling
stockholders:

   Selling Stockholders                           Common Shares
   --------------------                           -------------
   Apollo Investment Fund IV, L.P.                   37,963,527
   Apollo Overseas Partners IV, L.P.                  2,036,473

Apollo Investment will be left with 111,055,725 common shares,
comprising 8.4% of the Company's equity, after the sale.

Apollo Overseas will hold 6,052,132 common shares, 0.5% equity
stake in the Company, after the sale.

JPMorgan has agreed to purchase the shares from the selling
stockholders at a price of $7.046 per share, which will result in
$281,840,000 of proceeds to the selling stockholders.

JPMorgan may offer the shares in transactions on the Nasdaq
National Market, in the over-the-counter market or through
negotiated transactions at market prices or negotiated prices.

The Company's common stock is quoted on the Nasdaq National Market
under the symbol "SIRI."  The Company's share price fluctuated
between $6.51 and $7.39 the past month.

SIRIUS Satellite Radio Inc. delivers more than 120 channels of the
best commercial-free music, compelling talk shows, news and
information, and the most exciting sports programming to listeners
across the country in digital quality sound.  SIRIUS offers 65
channels of 100% commercial-free music, and features over 55
channels of sports, news, talk, entertainment, traffic and weather
for a monthly subscription fee of only $12.95.  SIRIUS also
broadcasts live play-by-play games of the NFL and NBA, and is the
Official Satellite Radio partner of the NFL.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 4, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Sirius Satellite Radio Inc.'s proposed $500 million Rule 144A
senior unsecured notes maturing in 2013.   At the same time,
Standard & Poor's affirmed its existing ratings on the New York,
New York-based satellite radio broadcasting company, including its
'CCC' corporate credit rating.  The new proposed notes will
replace the company's previously proposed $250 million senior
unsecured note offering, which was postponed in the second quarter
of 2005.  Standard & Poor's 'CCC' rating on the $250 million
senior note issue was withdrawn.  S&P says the outlook remains
stable.

Proceeds will be used to repay $57.4 million in debt and to boost
liquidity.  On a June 30, 2005, pro forma basis, Sirius had nearly
$1.1 billion in debt.


SOUNDVIEW HOME: S&P Lowers Class M-2 Certs. Rating to BB
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-2 certificates issued by Soundview Home Equity Loan Trust 2001-1
to 'BB' from 'BBB+'.  Concurrently, ratings on three other classes
from the same transaction are affirmed (see list).

Originally rated 'A', class M-2 is supported by excess spread,
overcollateralization, and subordination of the B class, which is
rated 'D'.  The lowered rating on the M-2 class is based on poor
collateral performance, which has led to actual and projected
credit support levels that do not support the former 'BBB+'
rating.  As of the September 2005 remittance period, losses have
continued to exceed excess interest, thereby reducing the
remaining principal balance of the subordinate class B to
$535,199.

As of the September 2005 distribution date, cumulative realized
losses were $6 million, or 5.69% of the original pool balance,
while total delinquencies were 34.50%.  Serious delinquencies (90-
plus days, foreclosure, and REO) were 27.27%.  While the mortgage
pool has paid down to approximately 13.00% of its original
balance, substantial losses continue to erode available credit
support percentages.  Given the performance trend of high
delinquencies and increasing cumulative net losses, Standard &
Poor's will continue to monitor the transaction accordingly.

The affirmed ratings on the remaining three classes reflect
adequate actual and projected credit support percentages provided
primarily by subordination.

The collateral consists primarily of 30-year, fixed- and
adjustable-rate subprime mortgage loans secured by one- to four-
family residential properties.

Rating lowered:

  Soundview Home Equity Loan Trust 2001-1

                             Rating

                   Class       To        From
                   -----       --        ----
                   M-2         BB        BBB+

Ratings affirmed:

  Soundview Home Equity Loan Trust 2001-1

                   Class                Rating
                   -----                ------
                   A-IO, A              AAA
                   M-1                  AA


STARTECH ENVIRONMENTAL: Recurring Losses Raise Going Concern Doubt
------------------------------------------------------------------
StarTech Environmental Corporation's significant continuing losses
and need to raise additional capital in order to accomplish its
business objectives raise substantial doubt about its ability to
continue as a going concern, the Company's management states.

Kostin, Ruffkess & Co., LLC, audited Startech Environmental's
financial statements for the fiscal year ending October 31, 2004.
Kostin's latest audit report, dated December 15, 2004, did not
call the company's going concern viability into question.

                  Latest Financial Results

In the three-month period ended July 31, 2005, the Company
reported a net loss of $845,014, compared with a $1,011,043 net
loss in the same period in 2004.  As of July 31, 2005, the Company
had cash and cash equivalents of $1,331,701 and working capital of
$43,976.  During the nine months ended July 31, 2005, its cash
decreased by $1,069,358.  The decrease in cash resulted primarily
from the operations of the Company where total revenues were
$162,034 for the nine months ended July 31, 2005,as compared to
$1,629,196 for the same period in 2004, a decrease of $1,467,162.

                Securities Purchase Agreement

On Sept. 16, 2005, the Company entered into a Securities Purchase
Agreement and a Standby Equity Distribution Agreement with Cornell
Capital Partners and its affiliates.  The Securities Purchase
Agreement provides for Cornell to purchase up to $2,300,000 of
Secured Convertible Debentures of which $1,150,000 was funded on
September 16, 2005 and the balance to be funded within two days of
the Company filing a registration statement with the Securities
and Exchange Commission.

The Debentures, maturing September 2006, require monthly payments
of interest at a rate of 10% per annum and monthly principal
payments commencing January 2006.  The Company can prepay the
Debentures at anytime with three days written notice.  If the
Company's common stock is trading above the conversion price at
the time of the prepayment the Company must pay a 20% premium.

The Debentures are secured by substantially all of the assets of
the Company and shares of the Company's common stock.  The amount
of capital available under the equity line of credit is not
dependent on the price or volume of the Company's common stock.
Cornell may not own more than 9.9% of the outstanding common stock
at any time.

StarTech is an environmental technology company commercializing
its proprietary plasma processing technology known as the Plasma
Converter(TM) that achieves closed-loop elemental recycling which
irreversibly destroys hazardous and non-hazardous waste and
industrial by-products while converting them into useful
commercial products.  These products include a rich synthesis gas
called PCG (Plasma Converted Gas)(TM) surplus energy for power,
hydrogen, metals and silicates for use and for sale.


STELCO INC: Complies With Prelim. Restructuring Plan Conditions
---------------------------------------------------------------
Stelco Inc. (TSX:STE) satisfied the preliminary conditions under
the restructuring agreement entered into between the Company and
the Province of Ontario earlier last week.

"This marks a truly significant step in our restructuring
process," Courtney Pratt, Stelco President and Chief Executive
Officer, said.  "It satisfies the preliminary conditions under our
agreement with the Province of Ontario.  And it maintains the
positive momentum towards a successful restructuring."

                    Financing Facilities

Stelco has reached agreement with Tricap Management Limited for
the provision of two financing facilities, subject to Court
approval.

The first financing facility consists of the provision by Tricap
to Stelco of a $350 million bridge facility in the form of a
Secured Revolving Term Loan.  The second facility is a Standby
Agreement under which Tricap will backstop a $75 million rights
offering of new Secured Convertible Notes to be issued by Stelco.
Tricap will also receive an option to purchase $25 million of the
same Notes that will be exercised by Tricap under certain
conditions.

                  Memorandum of Agreement

Stelco entered into a Memorandum of Agreement with each of USW
Locals 8782 (Lake Erie) and 5220 (AltaSteel in Edmonton).

The Company will refrain from public discussion of the agreements'
details until the Locals have informed their respective members.

Ratification of the agreements will provide the Company with
collective agreements governing the two facilities.

Mr. Pratt said, "The agreements will provide welcome certainty and
stability for the Company, our employees and customers, and the
communities in which we operate.  I want to acknowledge the
outstanding efforts of all those involved in achieving these
important and responsible agreements."

                 Corporate Issues Agreement

The original conditions under the restructuring agreement had also
called for the entering into of a corporate issues agreement
between the Company and the USW relating to certain Stelco
governance issues.  The parties subsequently agreed not to pursue
such an agreement.

                     Restructuring Plan

As reported in the Troubled Company Reporter on Sept. 21, 2005,
Stelco filed a restructuring plan with the Superior Court of
Justice (Ontario).  It also filed a restructuring agreement with
the Province of Ontario that includes an arrangement for the
funding of the Company's pension plans.

Under the restructuring agreement, the Province will invest
$100 million towards an upfront contribution to the Company's
pension plans.  It has also agreed to a schedule of fixed annual
cash payments the Company will make into the plans through 2015.
This formula will replace section 5.1 of the Regulation under the
Pension Benefits Act.  In return, the Province and the Company
have agreed that Stelco will increase its proposed upfront
contribution to the pension plans to $400 million from the
$200 million contained in the Company's July plan outline.

The restructuring agreement with the Province is conditional on
the conclusion of a funding arrangement with Tricap Management
Limited to provide up to $450 million in new financing and on the
Company entering into a Memorandum of Agreement with each of USW
Locals 8782 and 5220.

                       Stay Extension

The Court extended Stelco's CCAA stay period until Oct. 4, 2005.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.


TELESYSTEM INTERNATIONAL: Nasdaq to Delist Shares on Sept. 28
-------------------------------------------------------------
Telesystem International Wireless Inc. (TSX:TIW)(NASDAQ:TIWI) has
received a notice from NASDAQ to advise that its shares will be
delisted from NASDAQ before the opening of the market on
Sept. 28, 2005.  TIW therefore confirms that Sept. 27, 2005, will
be the last day of trading of its shares on both NASDAQ and the
Toronto Stock Exchange.

Its shares will begin trading on the TSX Venture Exchange at the
opening of the market on Sept. 28, 2005 under the ticker "TIW".
There can be no assurance as to whether there will be adequate
liquidity for the shares of TIW in the future or whether the
Company will maintain the listing of its shares on the TSX Venture
Exchange or any other public exchange until further cash
distributions on its shares can be made.

Telesystem International Wireless Inc. operates under a court
supervised Plan of Arrangement to complete the transaction with
Vodafone announced on March 15, 2005, proceed with its
liquidation, including the implementation of a claims process and
the distribution of net cash to shareholders, cancel its common
shares and proceed with its final distribution and be dissolved.


TELESYSTEM INT'L: To Pay Shareholders $18.80 Per Share Tomorrow
---------------------------------------------------------------
Telesystem International Wireless Inc. (TSX:TIW)(NASDAQ:TIWI)
reported that the payment date for a First Distribution of $17.01
and $1.79 to shareholders of record on Sept. 8 and 21, 2005,
respectively will be Sept. 27, 2005.

The Company continues to hold certain reserves in cash and cash
equivalents to meet future estimated costs and potential
liabilities.  The timing and size of future distributions by the
Company depend on its ability to free up these reserves as it
settles or otherwise makes final determination of its liabilities.

The most significant of these is a reserve totalling $255 million
or approximately $1.14 per share for potential tax liability.  The
taxation authorities have not, however, yet assessed the specific
amount of their claims and assessments may not be delivered for
several months.

The Company believes that there are no material amounts owing to
taxation authorities. However, there can be no certainty as to
whether or not the tax authorities will propose adjustments, which
may result in tax liabilities that would reduce significantly
potential future distributions.

Accordingly, there can be no certainty that following the First
Distribution payable on Sept. 27, 2005, the Company will be able
to make further distributions or that cumulative distributions
will equal to the Target Return of $19.9614 per share plus
Investment Income, as defined in the Information Circular dated
April 18, 2005.  TIW estimates that the cumulative Investment
Income earned through to the end of September 2005 will represent
approximately $0.14 per share.

Taking into account that amount of estimated Investment Income and
the total First Distribution of $18.80, the amount of future
distributions should therefore not be expected to exceed
approximately $1.30 per share.  TIW does not expect to realize a
material amount of additional Investment Income in periods
subsequent to the First Distribution.

There can be no assurance as to when the Company's common shares
will be cancelled under its plan of arrangement.  If the Company's
common shares are cancelled before any further distributions are
made or before the Target Return of $19.9614 per share, together
with Investment Income thereon, have been distributed,
shareholders at the time of the cancellation will continue to have
the right to receive future distributions, if any.

In relations with any distributions, shareholders from the United
States are reminded that they are or may be subject to tax
consequences which are different from those applicable to Canadian
shareholders.

Telesystem International Wireless Inc. operates under a court
supervised Plan of Arrangement to complete the transaction with
Vodafone announced on March 15, 2005, proceed with its
liquidation, including the implementation of a claims process and
the distribution of net cash to shareholders, cancel its common
shares and proceed with its final distribution and be dissolved.


TEREX CORP: Needs More Time to File Reports Due to Restatements
---------------------------------------------------------------
Terex Corporation (NYSE:TEX) will require additional time to
complete the filing of its financial statements for the year ended
Dec. 31, 2004, and prior periods with the Securities and Exchange
Commission.  Terex reported on Sept. 15, 2005, that it would be
filing the documents in the next several business days.  However,
Terex has now determined that additional items in its historical
financial statements should be reviewed for completeness and
accuracy.

Terex has previously updated its management's expectations
relative to the overall financial impact of the restatement on
Terex.  Based on management's current expectations and knowledge
and consistent with this prior disclosure, the balance for
stockholders' equity as of Dec. 31, 2004, was approximately
$1.1 billion.  Additionally, Terex's management confirms that the
restatement process and additional review does not impact the
Company's current cash position or the Company's view of its
future operational possibilities, including net income
expectations, cash flow forecasts, and overall improvements in the
business fundamentals.

"We are disappointed with the delay, but given the prior
disclosure and following a voluntary meeting held with the SEC, we
have chosen to review some historical items not included in our
prior scope of work," Ronald M. DeFeo, Terex's Chairman and Chief
Executive Officer, said.  "We will continue to work diligently to
complete the restatement process as soon as practicable."

                      Material Weakness

As reported in the Troubled Company Reporter on Sept. 13, 2005,
pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, Terex
was required to evaluate the effectiveness of its internal control
over financial reporting as of December 31, 2004.  Based on this
current evaluation, it was determined that "material weaknesses"
existed, which resulted in ineffective internal control over
financial reporting.

As disclosed on Jan. 13, 2005, Terex had determined that a
"material weakness" existed in Terex's internal control over
financial reporting as it relates to the recording of certain
intercompany transactions.  On Sept. 8, 2005, the management
of Terex and the Audit Committee of Terex's Board of Directors
concluded that material weaknesses also showed that:

    a) the Company did not maintain effective controls,
       including monitoring, over the financial reporting process
       as a result of an insufficient complement of personnel
       with requisite U.S. GAAP knowledge, experience and
       training, and

    b) the Company did not maintain sufficient supporting
       documentation for certain income tax account balances,
       including periodic reconciliations, which contributed to
       the failure to timely file.

                          About Terex

Terex Corporation -- http://www.terex.com/-- is a diversified
global manufacturer with 2004 net sales of approximately
$5 billion.  Terex operates in five business segments: Terex
Construction, Terex Cranes, Terex Aerial Work Platforms, Terex
Materials Processing & Mining, and Terex Roadbuilding, Utility
Products and Other.  Terex manufactures a broad range of equipment
for use in various industries, including the construction,
infrastructure, quarrying, recycling, surface mining, shipping,
transportation, refining, utility and maintenance industries.
Terex offers a complete line of financial products and services to
assist in the acquisition of Terex equipment through Terex
Financial Services.


TRI-K INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: TRI-K Investments, LLC
        dba HT & T Hauling and Repair Services
        888 Kalanianaole Avenue
        Hilo, Hawaii 96720

Bankruptcy Case No.: 05-02788

Chapter 11 Petition Date: September 23, 2005

Court: District of Hawaii

Judge: Robert J. Faris

Debtor's Counsel: Ted N. Pettit, Esq.
                  Case Bigelow & Lombardi
                  737 Bishop Street, Suite 2600
                  Honolulu, Hawaii 96813
                  Tel: (808) 547-5400
                  Fax: (808) 523-1888

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Brewer Environmentals         2 Judgments               $225,938
Industries LLC
311 Pacific Street
Honolulu, HI 96817

Torkildson, Katz, Fonseca     Services rendered         $130,647
700 Bishop Street, Suite 1500
Honolulu, HI 96813

Truck & Trailer Service, Inc. Services rendered          $36,998
P.P. Box 1596
40 Holomua Street
Hilo, HI 96720

Taryn R. Schuman CPA          Services rendered          $27,439

American Machinery            Services rendered          $26,008

Professional Computer         Services rendered          $22,597
Service

Noguchi & Associates, Inc.    Services rendered          $21,559

HEMIC                         Insurance                  $18,097

HMSA                          Insurance                  $18,007

Dealer Solutions LLC          Services rendered          $16,316

Hilton T. Hara Electrical     Services rendered          $15,740
Contractor

ILWU Local 142                Contributions              $15,459

Dept. of Transportation/      Fees                       $14,873
Harbor

DHX                           Services rendered          $12,663

TAG/ICIB Services, Inc.       Services rendered          $10,819

Maddocks Systems Inc.         Services rendered           $9,631

Hawaiian Telcom               Services rendered           $9,552

Business Services Haw         Services rendered           $9,531

Derels, M. Tire Services                                  $7,750

Advanced Compliance                                       $7,052
Solutions, Inc.


US AIRWAYS: Asks Court to Okay Voluntary Claim Withdrawal Protocol
------------------------------------------------------------------
The Claims Agent of US Airways, Inc., and its debtor-affiliates,
Donlin Recano & Company, Inc., received around 5,200 claims
totaling approximately $40,000,000,000.  Many of the claims were
conditioned upon rejection of related executory contracts or some
other event.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
points out that many claims are already moot or have otherwise
been resolved.  Moreover, on the effective date of the Debtors'
Plan of Reorganization, many of the claims will also become moot
when the Debtors assume the related contracts and cure the
alleged defaults pursuant to individualized bilateral letter
agreements.

According to Mr. Leitch, numerous claimants have contacted him
with the intent and desire to withdraw claims.  Other parties
have attempted to withdraw their claims that were under objection
by filing a notice of withdrawal of proof of claim.

Mr. Leitch notes that claimants should be authorized to withdraw
their claims, notwithstanding a pending claim objection.  The
withdrawal of claims should not affect the claimants' previous
participation in the Chapter 11 cases, including voting for or
against the Plan.

"It would be inefficient and a waste of resources of both the
Debtors and the Court to seek Court approval for every claim
withdrawal and stipulation," Mr. Leitch continues.

Accordingly, the Debtors propose these procedures for consensual
withdrawal of a claim:

   (1) For a claim that has been objected to, the claimant or the
       Debtors will file a Notice of Withdrawal of Proof of Claim
       with the Court and the Claims Agent;

   (2) For a claim that has not been objected to, the claimant or
       the Debtors will file a Notice of Withdrawal of Proof of
       Claim with the Claims Agent;

   (3) Upon filing a Notice of Withdrawal of Proof of Claim or
       serving it on the Claims Agent, the Notice will be
       immediately effective without further notice or Court
       order;

   (4) The filing of a Notice of Withdrawal of Proof of Claim
       will not alter or affect previous participation by the
       claimant in the Chapter 11 cases, including any vote cast
       on the Plan;

   (5) The withdrawal of a claim prior to entry of the order
       approving the claim withdrawal procedures, including any
       claim subject to objection, will be effective as of the
       date of the notice of withdrawal -- provided it complies
       with the Procedures; and

   (6) The Court retains jurisdiction to resolve any conflict
       related to a Notice of Withdrawal of Proof of Claim.

The Debtors ask Judge Mitchell of the U.S. Bankruptcy Court for
the Eastern District of Virginia to approve the Claim Withdrawal
Procedures in their entirety.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Company confirmed the Debtors' Files Second Amended Plan in
the second bankruptcy filing on September 16, 2005.  The Plan
calls for the Debtors' merger with America West Airlines, Inc. (US
Airways Bankruptcy News, Issue No. 106; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USG CORP: Has Until March 1, 2006, to Make Lease-Related Decisions
------------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware extends the time within which USG Corporation and its
debtor-affiliates may assume, assume and assign, or reject their
unexpired non-residential real property leases through and
including March 1, 2006.

The Debtors have approximately 155 real property leases.  Pending
their decision, the Debtors assures the Court that they will
perform all of their obligations pertaining to the leases arising
from and after the Petition Date in a timely fashion, including
payment of postpetition rent due.  Therefore, there should be
little or no prejudice to the landlords under the real property
leases as a result of the requested extension.  According to the
Debtors, the aggregate amount of prepetition arrearages under the
leases is relatively small, as rent under many of the leases was
paid in advance.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 96; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Court Allows Equity Panel to Tap NERA as Asbestos Expert
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Statutory Committee of Equity Holders in USG Corporation and its
debtor-affiliates' chapter 11 cases permission to hire NERA
Economic Consulting as its asbestos valuation expert in connection
with the estimation proceedings before Judge Conti in the United
States District Court for the District of Delaware.

NERA will file monthly fee statements and interim fee applications
with the Court, in accordance with the Court's orders governing
the filing of those applications.

As reported in the Troubled Company Reporter on June 20, 2005,
Equity Committee asserted that it is appropriate for the District
Court to establish a scheduling order in the estimation proceeding
that allows for discovery by "all parties" to commence and proceed
concurrently.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


U.S. INVESTIGATIONS: Moody's Rates New $430 Million Facility at B2
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to a proposed $430
million senior secured first lien credit facility for U.S.
Investigations Services, LLC (USIS).  The facility consists of: a
$30 million revolver and a $400 million term loan B.  The ratings
primarily reflect:

   * the company's increased leverage resulting from an aggressive
     financial policy;

   * customer concentration;

   * risks related to contract renewals; and

   * increasing competition.

The ratings benefit from:

   * strong demand for the company's services;

   * the company's strong market position providing background
     investigative services to the US government and commercial
     clients; and

   * track record of debt reduction.

Moody's Investors Service took these rating actions:

   -- $30 million proposed Senior Secured 1st Lien Revolving
      Credit Facility due 2011, assigned B2

   -- $400 million proposed Senior Secured 1st Lien Term Loan B
      due 2012, assigned B2

   -- $30 million Senior Secured 1st Lien Revolver, due 2007, B1
      rating prospectively withdrawn;

   -- $180 million (originally $301.5 million) Senior Secured 1st
      Lien Term Loan C, due 2008, B1 rating prospectively
      withdrawn

   -- Corporate Family Rating, lowered to B2 from B1

The rating outlook is stable.

USIS is raising a new $430 million senior secured credit facility
to refinance a portion of its existing debt and to fund a special
dividend to its shareholders, including financial sponsor Welsh,
Carson, Anderson & Stowe (WCAS).  The credit facility will be
comprised of a $400 million institutional term loan and a $30
million revolving line of credit.  Availability under the revolver
is expected to be about $26 million at close, after consideration
given to about $4 million in outstanding letters of credit.

Pro forma for the transaction, adjusted total debt to EBITDA,
including WCAS mezzanine financing ($150 million 10% senior
subordinated notes) held at USIS's parent, US Investigations
Services, Inc., will be about 5.8x (5.2x excluding the effect of
operating leases).  Total adjusted operating company debt to
EBITDA is expected to be about 4.4x (3.8x excluding operating
leases).  Free cash flow to adjusted total debt is expected to
remain above 7.0% through the intermediate term.  The proposed
transaction is expected to push the January 10, 2010 maturity of
the mezzanine financing to a date beyond the maturity of the
proposed first lien credit facility.

Proceeds from the $400 million term loan plus $10 million in cash
generated from operations are to be used to:

   * repay the existing $180 million term loan;

   * pay a special dividend of $185 million to owners;

   * repay outstanding seller notes of $26 million;

   * repay $15 million of a total $165 million of WCAS mezzanine
     financing; and

   * pay transaction expenses of $4 million.

The $185 million special dividend being paid as part of the
current transaction seems large in comparison with USIS's cash
generation.  During fiscal years 2003-2005 (ending Sep 30) USIS
has generated about $145 million in free cash flow (excluding
effects of the January 2003 recapitalization on fiscal year 2003
results).  USIS has repaid about $122 million of term loan debt
since the leveraged buyout in January 2003.

The US government accounts for over 80% of USIS's revenue, with
over 45% of revenue derived from one contract with the Office of
Personnel Management to provide background investigations on US
government employees and contractors.  USIS's Investigative
Services Division, which accounts for about 50% of USIS's annual
revenue, services the OPM contract, which is scheduled for re-bid
in July 2006.

Moody's believes that USIS will continue to be the leading
supplier of background investigation services to the US
government.  The government changed the sole source provisions of
the contract in 2004 and began awarding background investigations
under Blanket Purchase Agreements to five competitors in January
2005.  Year-to-date through August 2005, USIS's uniquely large
force of over 2,600 investigators operating from offices across
the United States has enabled USIS to maintain a market share of
approximately 92% of background investigation cases awarded.

USIS's Professional Services Division, which accounts for about
31% of total revenues, provides a variety of security and training
services to the US government.  USIS's Counter Terrorism-Special
Operations contract related to training of Iraqi security
personnel was renewed in March 2005 and accounts for nearly half
of PSD revenues.  Moody's expects PSD to emphasize expansion
within the US for new business going forward.

Moody's also believes that demand for USIS's Commercial Services
Division (CSD), which accounts for about 19% of annual revenue, is
likely to continue to be robust.  CSD provides employee background
checks for trucking companies, retailers, insurance companies, and
other businesses and expects to expand in a highly fragmented
industry.  The top three providers of employee background checks,
including USIS, cover about one fourth of the market.

The B2 rating on the senior secured first lien credit facility
reflects the first priority security interest in substantially all
of the borrower's assets, as well as expected enterprise value
coverage of the secured debt in a distressed scenario that is
likely to result in full recovery for lenders.  The preponderance
of first lien debt in the capital structure precludes notching
above the corporate family rating.  The borrower is US
Investigations Services, LLC, and the guarantors are the
borrower's direct parent, US Investigations Services, Inc., and
each of the borrower's direct and indirect domestic subsidiaries.

Security for the first lien credit facility consists of:

   * a perfected first priority security interest in all of the
     borrower's tangible and intangible assets;

   * capital stock of the borrower and each of its direct and
     indirect domestic subsidiaries; and

   * 65% of the stock of first-tier foreign subsidiaries.

The term loan B will amortize at a rate of 0.25% per quarter, with
the balance payable at maturity.  The credit facility is subject
to mandatory prepayments that include a:

   * 75% excess cash flow sweep;
   * proceeds from the sale of equity; and
   * proceeds from additional incurrence of debt at USIS's parent.

Covenants on the first lien credit facilities are expected to
include:

   * maximum senior secured debt to EBITDA;
   * maximum total USIS (operating company) debt to EBITDA; and
   * a minimum operating company fixed charge coverage ratio.

The $150 million 10% WCAS mezzanine financing at parent US
Investigations Services, Inc. (unrated) does not have cross
default provisions with the credit facility at USIS (the operating
company).  If interest payments are not made on the mezzanine
notes, the notes become 12% payment-in-kind notes.

The stable ratings outlook anticipates that USIS will continue to
benefit from the US government's increased spending on defense and
homeland security and increasing utilization of outsourcing in the
context of an aging government workforce.  Organic growth has
accounted for virtually all of the increase in annual revenue from
$470 million in fiscal 2003 to about $750 million in fiscal 2005.
Moody's expects any acquisitions that the company might undertake
to be modest in size and complementary to USIS's existing
businesses.

The ratings or outlook could be raised, if USIS exhibits:

   * continued organic sales growth;

   * consistent free cash generation with free cash flow to debt
     approaching 10%; and

   * an improving credit profile over the intermediate term with
     adjusted total debt to EBITDA falling below 4.0x.

The ratings could be downgraded if USIS:

   * increases leverage due to a debt-financed acquisition that
     weakens credit metrics;

   * suffers a substantial deterioration in revenues and free cash
     flows due to:

     -- declines in US defense spending,
     -- loss of a key government contract, or
     -- an inability to pursue new government contracts.

US Investigations Services, LLC, with corporate headquarters in
Falls Church, Virginia, is a leading provider of background and
security services to the United States Government and to the
commercial sector.  For the twelve months ended June 30, 2005,
USIS generated revenues of $732 million.


U.S. INVESTIGATIONS: S&P Lowers Corporate Credit Rating to B+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Annandale, Pennsylvania-based U.S. Investigations Services Inc.
(USIS), including its corporate credit rating to 'B+' from 'BB-'.

In addition, Standard & Poor's assigned its 'B+' rating to the
company's new $430 million senior secured credit facility, with a
recovery rating of '3', indicating that lenders can expect
meaningful (50 to 80%) recovery of principal in the event of
bankruptcy or default.  The outlook is stable.  Prior to the
transaction, the security services provider had about $364 million
total debt outstanding at June 30, 2005.

The downgrade reflects USIS's more aggressive financial policy and
weaker credit measures following the execution of the
aforementioned $430 million senior secured credit facility,
proceeds of which will be used to:

   * refinance the company's existing bank loan;

   * redeem $26 million of principal and interest on a seller
     note; and

   * fund a $185 million special dividend to be paid to
     shareholders, including:

     -- Welsh, Carson, Anderson, and Stowe (WCAS, which owns about
        60% of USIS); and

     -- The Carlyle Group (approximately 20% owners).

As part of the transaction, the company also plans to pay down
$15 million of mezzanine debt.


WESTPOINT STEVENS: HSBC Bank Wants Administrative Claims Paid
-------------------------------------------------------------
Prior to the Petition Date, WestPoint Stevens, Inc. and its
debtor-affiliates issued:

   -- 7-7/8% Senior Notes due 2005 for $525 million in aggregate;
      and

   -- 7-7/8% Senior Notes due 2008 for $475 million in aggregate,

to various holders, pursuant to separate Indentures, both dated as
of June 9, 1998, with the Bank of New York, as trustee.

HSBC Bank U.S.A., National Association, is the successor indenture
trustee to the Bank of New York in connection with the 525
Indenture and the 475 Indenture.

Deborah A. Reperowitz, Esq., at Reed Smith LLP, in New York,
relates that as of the Petition Date, the Debtors were obligated
to HSBC for:

  (i) $544,064,063 under the 525 Indenture, representing the
      $525,000,000 principal plus $19,064,063 in accrued
      interest; and

(ii) $492,248,437 under the 475 Indenture, representing the
      $475,000,000 principal plus $17,248,437 in accrued
      interest.

               HSBC Seeks Reimbursement of Expenses

According to Ms. Reperowitz, HSBC has also incurred fees and costs
as indenture trustee, including attorney's fees, which the Debtors
are obligated to pay.  As of June 30, 2005, HSBC's administrative
expense claim against the Debtors was $300,738.  Ms. Reperowitz
says that HSBC has continued to incur fees and expenses subsequent
to June 30, 2005.

In this regard, HSBC asks Judge Drain to direct the Debtors to
reimburse the expenses it incurred in making a substantial
contribution to the Debtors' estate and their creditors.

                       HSBC's Contributions

Ms. Reperowitz relates that HSBC is a member of the Official
Committee of Unsecured Creditors and provided information to the
bondholders throughout the Debtors' Chapter 11 cases.  When
several members of the Creditors Committee withdrew their
membership, HSBC held a bondholder meeting and encouraged
additional bondholders to join the Committee so that it would
continue in existence and continue to monitor the Debtors' actions
and work with the Debtors and their professionals in an effort to
maximize the value of their assets.

Unfortunately, it appears that there will be no assets available
for distribution to the bondholders, Ms. Reperowitz notes.
However, that does not mean that HSBC should not be compensated or
reimbursed for the role that it has played in the Debtors' Chapter
11 cases.  HSBC's participation added integrity to the process and
helped facilitate the Debtors' sale of their assets and ultimate
resolution of their bankruptcy cases.

      Debtors Must Not Pay Other Administrative Claims First

Ms. Reperowitz asserts that the U.S. Bankruptcy Court for the
Southern District of New York should not allow in excess of $30
million -- as stated in the Debtors' request to dismiss their
Chapter 11 cases -- to be paid on account of other professional
fees and expenses in the Debtors' insolvent cases unless and until
HSBC is paid the same proportionate share of its administrative
claim as is paid to other administrative claimholders.

                            Objections

(1) Debtors

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, tells Judge Drain that as of the Sale Closing Date, the
Debtors have ceased all operations and have retained no assets
other than the $3 million to be provided by the purchaser of their
assets for the wind-down of their estates and certain other
de minimis assets excluded from the Sale.

Mr. Rapisardi points out that the proceeds of the Sale satisfied
the First Lien Lenders' claims in full, but were insufficient to
satisfy in full the claims of the Second Lien Lenders.  The Second
Lien Lenders have a lien on the European Proceeds and all assets
of the Debtors' estates.  In fact, there remains an unpaid balance
of about $65 million owing to the Second Lien Lenders.

In addition, the Second Lien Lenders may also be entitled to a
superpriority administrative expense claim for the balance of
their secured claim, which was not satisfied by the proceeds of
the Sale.  Pursuant to Section 503 of the Bankruptcy Code, the
Second Lien Lenders' superpriority claim is senior in priority to
all other asserted administrative claims.  Thus, Mr. Rapisardi
explains that the Debtors lack the assets to pay any of their
outstanding administrative claims, including those asserted by
HSBC.

According to Mr. Rapisardi, even if sufficient assets existed to
pay administrative creditors, the Debtors do not believe the
services rendered by HSBC constitute administrative claims against
their estates.  HSBC's services were performed for the benefit of
their client, the bondholders, and were not beneficial to the
Debtors' estates.  "HSBC fails to provide any evidence that its
participation in the reorganization process facilitated the
reorganization or increased recoveries for creditors in the
Debtors' chapter 11 cases," Mr. Rapisardi maintains.

Because it has not been paid, HSBC seeks to hold up payment of
every other professional in the Debtors' Chapter 11 cases.
However, Mr. Rapisardi notes, HSBC fails to cite any legal
precedent or statutory support for the proposition that all other
professionals should have to wait until HSBC has been paid.
Notably, HSBC has not objected to the amount of the fees requested
in the final fee applications but has only objected to the payment
of those fees until it has been paid.

"The professional fees subject to the final fee applications are
being paid out of the carve-out specifically earmarked for the
payment of the Debtors' and the Committee's professionals pursuant
to the Order Providing the Pre-Petition Secured Lenders with
Adequate Protection entered in these cases," Mr. Rapisardi
explains.  "That Carve-Out is available only to professionals
listed in the Adequate Protection Order.  HSBC is not a
professional of the Committee, and therefore it is not entitled to
payment from the Carve-Out."

(2) Funds

To the extent that the HSBC seeks payment for fees and expenses as
an administrative expense claim prior to the payment in full of
the Second Lien Lenders' superpriority expense claim, GSC
Partners, Pequot Capital Management, Inc. and Perry Principals
LLC, object.

Alice Belisle Eaton, Esq., at Simpson Thacher & Bartlett LLP, in
New York, argues that because the Second Lien Lenders' collateral
has declined in value over the course of the Debtors' Chapter 11
cases, the Second Lien Lenders are entitled to superpriority
claims for any deficiency.  Therefore, before HSBC can receive
payment of any administrative expense claim, the Second Lien
Lenders need to be paid in full.  "Despite the fact that the
bondholders' will not receive a distribution in these cases,
legally, there is no basis for HSBC to be compensated before the
super-priority administrative expense claim of the Second Lien
Lenders are paid in full," Ms. Belisle says.

According to Ms. Belisle, even if the Funds did not hold a
superpriority administrative expense claim senior to all other
claims, it is inappropriate for the Court to award HSBC an
administrative expense claim since HSBC does not meet the heavy
burden required to allow for its requested substantial
contribution award.  HSBC's actions were taken primarily, if not
solely for its own benefit.

Ms. Belisle avers that HSBC's conduct as an indenture trustee and
as a member of the Official Committee of Unsecured Creditors was
primarily focused on maximizing bondholder recoveries.  Sitting on
the Committee and providing information to the bondholders
throughout the Debtors' Chapter 11 cases does not confer a benefit
to the estate worthy of an award of fees and expenses under
Section 503(b)(3) and (4).  The Committee was adequately
represented by counsel.  Furthermore, it is entirely inappropriate
for a Committee member's fees and expenses to be paid outside of a
distribution to bondholders.  The fact that HSBC purportedly lent
"integrity to the process and helped facilitate the Debtor's sale
of their assets and ultimately resolution of these cases" is
without foundation and even if true, is entirely irrelevant.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 56; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WINROCK GRASS: Chapter 11 Case Dismissed at U.S. Trustee's Behest
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Arkansas,
Little Rock Division, dismissed the chapter 11 proceeding of
Winrock Grass Farm, Inc., at the behest of Charles E. Rendlen,
III, the U.S. Trustee for Region 13.

Jim Hollis, Esq., representing the U.S. Trustee, told the Court
that the Debtor failed to file its April and May 2005 operating
reports.  Without those reports, the U.S. Trustee was unable to
determine how financially sound the Debtor is and whether
Winrock's continued operation is viable.

Mr. Hollis added the Debtor failed to pay the U.S. Trustee
statutory fees owed for the first quarter of 2005 pursuant to
28 U.S.C. Sec. 1930.

As previously reported, the Debtor's sole asset, the Grass Farm
Property, was sold to John W. "Jay" DeHaven, president of the
DeHaven Group LLC, for $4,550,000.  Metropolitan National Bank,
holding a lien on the property to secure repayment of a $4,770,000
loan, got an order from the Court to foreclose on the property.
When the Debtor failed to stay the foreclosure, it opted to sell
the property to the best and highest bidder.

Without the property, Mr. Hollis argued, the Debtor can't propose
a viable plan nor continue operations.

Headquartered in Little Rock, Arkansas, Winrock Grass Farm Inc.
-- http://www.winrockgrass.com/-- produces and markets Meyer
Z-52 Zoysiagrass in the United States. The Company and its debtor-
affiliates filed for protection on September 22, 2004 (Bankr. E.D.
Ark. Case No. 04-21283). Charles Darwin Davidson, Sr., Esq., and
Stephen L. Gershner, Esq., at Davidson Law Firm represent the
Debtors in their restructuring efforts. When the Debtor filed for
protection from its creditors, it estimated $50 million in assets
and $10 million in debts.


WORLDCOM INC: Judge Cote Approves $3.5 Billion Class Settlements
----------------------------------------------------------------
Judge Denise Cote of the United States District Court for the
Southern District of New York approved more than 30 separate
settlement agreements that WorldCom investors had reached with
certain defendants in the WorldCom Securities Litigation,
including JP Morgan Chase & Co. and accountant Arthur Andersen.

Pursuant to the approved settlements, WorldCom investors are
deemed to recover $3.56 million in the aggregate, Bloomberg News
reports.

Bloomberg cites that the these defendants will pay these amounts
to the WorldCom investors:

       JP Morgan                    $2,000,000,000
       Deutsche Bank AG                325,000,000
       Arthur Andersen                  65,000,000
       Former Company Directors         55,000,000
       Former CEO Ebbers          up to 45,000,000

"The 2005 settlements are, in virtually each instance, of historic
proportions," Judge Cote said in an opinion.

Under the settlements, holders of WorldCom bonds issued in 2000
and 2001 will receive on the average $426.66 for every $1,000 in
bonds they held, Judge Cote told Bloomberg.  Stockholders will get
an average of 56 cents per share, Judge Cote also said.

Investors are required to submit proofs of claim before they can
collect any money with amounts determined using a formula approved
by Judge Cote, according to David Glovin at Bloomberg.

About 1 million WorldCom investors may collect their money in mid
2006, Bloomberg reported, citing Sean Coffey, Esq., a lawyer for
the investors.

The $3.56 billion claims settlement raised the WorldCom investors'
recovery to $6.1 billion, Bloomberg stated.  Judge
Cote approved the WorldCom investors' $2.6 billion settlement with
Citigroup, Inc., in November 2004.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 101; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Settles Dispute Over Eugene Gilerman's $900K Claim
----------------------------------------------------------------
On January 9, 2003, Eugene Gilerman filed Claim No. 9467 for
$900,000.  The Claim relates to a lawsuit Mr. Gilerman filed
against MCI WorldCom Network Services, Inc., also known as
WorldCom Wireless, in the Circuit Court of Cook County, Illinois,
in September 2000.

Mr. Gilerman alleged that he was an independent contractor sales
agent for WorldCom Wireless who was paid commissions for his
wireless sales and the sales of his sub-agents.  Mr. Gilerman
further alleged that from 1997 through 1999, WorldCom Wireless or
one of its employees, Mr. Kelly Davis, wrongfully solicited his
sub-agents to end their relationship with him and instead form
relationships with WorldCom Wireless or Master Marketing, a
different independent contractor sales agent alleged to have been
owned by a friend of Mr. Davis.

WorldCom, Inc. and its debtor-affiliates objected to the Claim.

Mr. Gilerman asserted that the Debtors' Objection provided
insufficient detail with respect to his claim.

John F. Ward, Jr., Esq., at Jenner & Block, LLP, in Chicago,
Illinois, assert that Claim No. 9467 should be disallowed and
expunged because it contains no evidence supporting the $900,000
claimed amount or the supposed "services performed" to WorldCom
Wireless.

The Debtors deny any allegation that WorldCom Wireless breached
any duty to Mr. Gilerman, whether in contract or otherwise.

Mr. Ward argues that Mr. Gilerman breached his obligations by
misappropriating commission payments from WorldCom Wireless that
he was obligated to pay to his sub-agents.

Mr. Ward relates that by withholding payment, Mr. Gilerman caused
at least one sub-agent to withhold from WorldCom Wireless
information about new wireless customers.  Without that
information, WorldCom Wireless could not activate the wireless
accounts of the new customers.  To recover the new customer
information, WorldCom Wireless was forced to pay the sub-agent the
commission amount that Mr. Gilerman misappropriated, Mr. Ward
tells Judge Gonzalez.

To the extent Mr. Gilerman is awarded any amount pursuant to his
proof of claim, Mr. Ward asserts that the amount is subject to
setoff and recoupment for the damages WorldCom Wireless suffered
because of his misconduct.

Mr. Ward further contends that the Claim is barred by the doctrine
of laches because Mr. Gilerman did nothing to advance his claim
for 17 months.  "[Mr. Gilerman has therefore failed to pursue
diligently his alleged claims."

                          *     *     *

In a Court-approved settlement agreement, the Debtors and Eugene
Gilerman, d/b/a LTT Management, Inc., have resolved Claim No.
9467.  The Claim will be treated and satisfied in accordance the
Debtors' Modified Second Amended Joint Plan of Reorganization.

The terms of the Settlement Agreement were purposely left
undisclosed due to certain proprietary and confidential
information contained in the document.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 100; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


W.R. GRACE: Creditors Panel Objects to Intercat Settlement Pact
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in W.R.
Grace & Co. and its debtor-affiliates' chapter 11 cases objected
to the Debtors' Settlement Agreement with Intercat, Inc.

As reported in the Troubled Company Reporter on Aug. 4, 2005, the
Settlement Agreement resolves disputes arising from the patent
infringement litigation commenced by Intercat.

On October 18, 2002, David B. Bartholic and Intercat, Inc., sued
Nol-Tec Systems, Inc., for an alleged infringement of U.S. Patent
No. 5,389,236 issued February 14, 1995.  The plaintiffs accused
Nol-Tec of inducing and contributing to the infringement of
certain claims by making, using or selling a catalyst loader that
was used by the refiner to directly infringe the Intercat Patent.

Nol-Tec is W.R. Grace & Co.-Conn.'s manufacturer of certain
loaders used to inject additives into fluid catalytic cracking
units.

On May 8, 2003, the District Court in Minnesota -- where the
Litigation was pending -- approved Grace's request to intervene
in the Litigation to protect its supply of loaders, which are an
important component of its catalyst-additive business.

                  Creditors Panel's Contention

Michael R. Lastowski, Esq., at Duane Morris LLP, in Wilmington,
Delaware, asserts that "the specific terms of the documents
comprising the Settlement Agreement have not been agreed to by
the parties."  The final form of the Debtors' Settlement
Agreement with Intercat, "must embody certain material substantive
provisions in order for the Debtors and their estates to achieve
the benefits the Debtors represent in the Motion will result from
the proposed settlement."

The Official Committee of Unsecured Creditors has reviewed the
initial draft of the settlement documents prepared by the
Debtors, and Intercat's mark-up reflecting substantial revisions
to those documents.  The Creditors Committee is informed that the
parties' negotiations over material terms of the agreement are
continuing.  Mr. Lastowski says that the review of the drafts
related to the settlement documents reveal that the terms still
unresolved, and potential issues that the Creditors Committee
believes have not been addressed, include:

    (1) The Release

        Although the settlement provides for Intercat to release
        W.R. Grace & Co. and its customers from all claims based
        on the 236 Patent with regard to the loading equipment,
        the current language does not provide for the release of
        Grace's customers from liability.  As a result, Intercat
        could subsequently sue Grace's customers for an infringing
        use of the Loaders.  The Creditors Committee contends that
        that action would adversely impact Grace's relationship
        with its customers and impair Grace's additives business.
        In addition, Grace has indicated to the Creditors
        Committee that it has contractual obligations to indemnify
        its customers.  Therefore, the real party in any
        litigation would be Grace.

        Furthermore, although the Creditors Committee has been
        informed that David Bartholic -- the other plaintiff in
        the Litigation -- assigned his rights to Intercat, the
        settlement documents under negotiation do not contain a
        representation by Intercat that it is the exclusive owner
        of all rights in the 236 Patent, including the right to
        sue for patent infringement.  In furtherance of Intercat's
        agreement to provide a complete release to Grace and its
        customers from all past claims, this representation would
        remove the possibility of claims against any or all of
        those entities by the former co-plaintiff to the
        Litigation.

    (2) The Safe Harbor and Prospective License

        The Creditors Committee recounts that the proposed
        settlement is to provide definitions to clearly delineate
        (i) those Loaders which fall outside of the scope of the
        236 Patent and consequently relieve Grace and its
        affiliates through a "safe harbor" from being subject to
        Intercat's infringement claims for prospectively supplying
        or selling the Loaders to their refinery customers without
        first obtaining a license from Intercat, from (ii) those
        Loaders for which Grace and its affiliates are required to
        pay an agreed upon royalty to obtain a prospective license
        so that they can supply or sell the Loaders to their
        refinery customers without being subject to future 236
        Patent infringement claims.

        The inclusion of those bright line definitions in the
        final Settlement Agreement and the actual terms of those
        definitions are of critical importance to Grace's
        prospective fluid catalyst additives business.  The most
        recent draft of the settlement documents reflect that the
        definitions remain the subject of negotiation.  Although
        the settlement documents contain aspects of the
        prospective, royalty-bearing license Grace and its
        affiliates will be required to pay for in respect of those
        Loaders not having the benefit of the Safe Harbor, the
        documents also reflect that a number of potential issues
        with respect to that component of the settlement remain to
        be addressed.  These include the existing draft's
        limitations of the license grant to a particular field of
        use and to only specific Grace customers, and the
        uncertainty of whether the license grant applies to the
        236 Patent solely or extends to US patents and any foreign
        patents related to the 236 Patent.

    (3) The Option

        The proposed settlement provides an option grant by each
        party to the other for a royalty-bearing license for the
        other party and its customers for Loaders under any of its
        existing and new U.S. and foreign patents that issue
        before June 7, 2010.  The Creditors Committee note that
        from the draft settlement documents that the time period
        within which each party may exercise the option with
        regard to patents existing as of June 7, 2005, is still
        under negotiation, as is whether the license will cover
        all Grace customers.  The Creditors Committee has other
        concerns with respect to the potential risk of future
        litigation that appear to it to remain to be addressed by
        the terms of the current drafts of the settlement
        documents.

According to Mr. Lastowski, many material terms of the settlement
need to be fully negotiated and consensually agreed upon by Grace
and Intercat.  The remaining issues have potential substantial
effects on Grace's additives business and the Debtors' exposure
to future Loader-related litigation.  Although the Debtors'
position may ultimately be proven correct that the settlement is
in the best interests of their estates and that the $9.0 million
payment to Intercat is a valid use of the estates' assets,
neither the Creditors Committee nor the Court can conduct the
analysis necessary to reach that conclusion in the absence of a
definitive Settlement Agreement.

Mr. Lastowski asserts that because there is not yet a Settlement
Agreement reflecting the fully negotiated and memorialized terms
of the parties' proposed agreement, the Debtors' Motion must be
denied as premature.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 93; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


W.R. GRACE: Insurers Want Prompt Access to Rule 2019 Exhibits
-------------------------------------------------------------
These insurers ask Judge Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware to direct the Bankruptcy Court clerk
or, alternatively, W.R. Grace & Co. and its debtor-affiliates, to
provide them with copies of certain exhibits filed pursuant to the
Court's October 22, 2004, revised order requiring the filing of
statements under Rule 2019 of the Federal Rules of Bankruptcy
Procedures:

   * Federal Insurance Company;

   * Continental Casualty Company and Continental Insurance
     Company;

   * Zurich Insurance Company and Zurich International Limited;

   * Allstate Insurance Company;

   * Certain Underwriters at Lloyd's, London and Certain London
     Market Companies;

   * Travelers Casualty & Surety Company; and

   * Royal & SunAlliance.

John T. Carroll, Esq., at Cozen O'Connor, in Wilmington,
Delaware, tells Judge Fitzgerald that the Rule 2019 Exhibits
contain basic claim and disease information that is critical to
the Insurers' ability to evaluate and present evidence with
respect to estimation of Asbestos PI Claims, should they
determine to do so.  The Insurers want those materials without
delay.

                       The Rule 2019 Order

Under the Rule 2019 Order, entities filing Rule 2019 Statements
were required to submit exhibits.  The required exhibits include
an exemplar or an actual copy of each form of agreement
authorizing that entity to act on the creditor's behalf in the
Debtors' case.

In addition, the Court directed those entities to submit, as an
additional exhibit, an Excel spreadsheet in electronic format
containing, inter alia:

   -- the name of each creditor represented by the filing
      entity;

   -- the personal address of each creditor;

   -- identification of the exemplar agreement form executed by
      each creditor represented by the filing entity;

   -- the claim amount of any creditor if liquidated or an
      indication that those claims are unliquidated;

   -- the type of disease giving rise to personal injury
      claims; and

   -- a recital of the pertinent facts and circumstances in
      connection with the employment of the entity, the names
      names of entities at whose instance directly or
      indirectly the employment was arranged by the creditor,
      and the agreement's execution date.

The Rule 2019 Order directed that each entity filing a Rule 2019
Statement supply one set of exhibits to the Clerk of Court who
was ordered not to put them on the electronic database.  Those
entities were also required to serve a copy of their 2019
Statement, including all Rule 2019 Exhibits, on CDs on the
Debtors and the United States Trustee, who were ordered to keep
those exhibits confidential and not to release the exhibits to
any party without further Court order.  The Court further ordered
that "the Debtor will maintain copies of the Rule 2019 Statements
and will make them available for inspection and copying as
directed by the Court from time to time."

Mr. Carroll recounts that before entering the Rule 2019 Order,
the Court held a hearing in all of the Delaware cases pending
before Judge Fitzgerald on October 6, 2004.  The Court explained
that it had restricted public access to the Rule 2019 Exhibits to
allay privacy concerns with respect to individual claimants --
including the potential for identity theft -- and the concern
that potentially voluminous filings might overwhelm the Court's
electronic docketing system.

At the same time, however, the Court made clear that it was not
foreclosing any party's right of access to the 2019 Exhibits.

The Court thus recognized the parties' rights to ask to use that
information by simply filing a motion with the Court explaining
why that information was being requested.

                           The PI CMO

On August 31, 2005, the Court entered the PI CMO illustrating
deadlines and procedures for purposes of estimating PI Asbestos
Claims.  As part of the PI CMO, the Court approved a form of
questionnaire to be completed by all holders of Asbestos PI
Prepetition Litigation Claims.

The Insurers have asked the Court to consider the inclusion of
insurance neutrality language in connection with any claims
estimation.  The Court has denied that request on the grounds
that the PI CMO was intended to be merely a "procedural," not
substantive, order.  The Court further instructed that to the
extent the Insurers believed their interests might be at stake
with respect to the PI Estimation Proceedings, they should
participate.

In light of the Court's suggestion, and without waiver of Certain
Insurers' position that the estimation of Asbestos PI Claims can
have no effect on their rights and defenses under the insurance
policies, any settlement agreements and applicable law with
respect to their indemnification duty and future coverage dispute
with the Debtors or any third parties, the Insurers must preserve
their ability to participate in the PI Estimation Proceedings.

To do so, Mr. Carroll says the Insurers require access to the
same information concerning Asbestos PI Claims against the
Debtors and the Asbestos Trust that is available to any other
party-in-interest in the Debtors' proceedings.

Given the extremely compact schedule set forth in the PI CMO and
given that the Rule 2019 Exhibits and other claims data has been
available to the Debtors and other interested parties for months
and even years, time is of the essence with respect to the
discovery that the Insurers require, Mr. Carroll tells Judge
Fitzgerald.

           Access to Rule 2019 Exhibits is Appropriate

Mr. Carroll contends that the Rule 2019 Exhibits will provide
information about a significant portion of the claims asserted
against the Debtors -- a matter clearly relevant to the
estimation proceedings.  In addition, the Exhibits will supply
information not readily available from other sources.

"Whereas the Questionnaires seek discovery as to claims pending
in litigation against Debtors as of April 2, 2001, the [Rule]
2019 Exhibits will provide information with respect to claims
against Debtors that were not in litigation as of the Chapter 11
petition date," Mr. Carroll says.  "Knowing the number, locations
and disease categories of holders of Asbestos PI Claims and of
these additional claimants will be germane to estimating current
and future Asbestos PI Claims against Debtors."

Pursuant to the PI CMO, the Questionnaire data is not required to
become available until March 2006, approximately four months
after the parties will be required to designate categories of
expert testimony and three months after fact and expert witnesses
are designated.  Because those designations will be made without
the benefit of Questionnaire data, Mr. Carroll points out that
the Rule 2019 Exhibits -- which have long been in the Debtors'
possession and will presumably inform the their decisions on
those matters -- are critical to the Insurers' ability to comply
with the schedule set forth in the PI CMO.

The PI CMO mandates that much of the same information contained
in the Rule 2019 Exhibits, and additional claimant information,
be shared with the Insurers and others who may participate in the
PI Estimation Proceedings via the "navigable database" of
Questionnaire information.

Mr. Carroll assures the Court that permitting the Insurers to
obtain the information contained in the Rule 2019 Exhibits at
this stage of the proceedings will not prejudice any individual
claimant.

              Rule 2019 Exhibits Are Public Records

Mr. Carroll asserts that the Rule 2019 Exhibits are public
records pursuant to Section 107(a) of the Bankruptcy Code -- a
factor that weighs heavily in favor of disclosure.  Likewise, as
part of the Court's files, the Rule 2019 Exhibits constitute
"judicial records" subject to the right of access doctrine.
Moreover, by filing the Rule 2019 Statements, the counsel
representing the claimants identified in the Rule 2019 Statements
have put their clients' illness and medical condition at issue.
Mr. Carroll reminds Judge Fitzgerald that courts traditionally
provide access to those information when a party makes a claim
based on it.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 95; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


YUKOS OIL: Company Chairman Expects Normal Operations to Continue
-----------------------------------------------------------------
According to Interfax, Yukos Oil Company Chairman Victor
Gerashchenko said that the company could operate normally until
the end of the year if it remains free of any additional pressure
from court bailiffs.

Yukos has been pressured mainly by domestic and foreign creditors,
Mr. Gerashchenko told Interfax.

Mr. Gerashchenko maintains that Yukos can continue to exist with
only its oil refining and sales operations because it has the best
sales networks in Russia.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000
in total assets and $30,790,000,000 in total debts.  On
Feb. 24, 2005, Judge Letitia Z. Clark dismissed the Chapter 11
case.  (Yukos Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Ohio Attorney General Suspends Collection from Katrina Victims
----------------------------------------------------------------
Attorney General Jim Petro is providing a temporary pass to
debtors who live in the region ravaged by Hurricane Katrina.  By
using ZIP codes from the area, Petro's Collections Enforcement
Section has identified and flagged every affected account on its
system.  A note has been placed on each of the affected accounts
stating that collections efforts against only those debtors in the
storm-damaged areas have been suspended until Dec. 31.

"While collecting debt owed to the state of Ohio remains one of
our top priorities, we recognize that the victims of Hurricane
Katrina have much greater concerns," said Petro, who presented a
$10,000 donation from his office's discretionary fund to the
American Red Cross earlier this month to aid the recovery effort.
"We will continue to work cooperatively with those debtors who
live along the Gulf Coast as they begin to get their lives back in
order."

While postal officials in the affected areas have received some
address changes for affected residents, substantial issues remain
in locating individuals and delivering mail.  Victims of Hurricane
Katrina with obligations to the state of Ohio should visit
http://www.ohio.gov/to locate information on the state agencies
or departments to which they are indebted.

Anyone with questions about their account with the Collections
Enforcement Section can contact the office at:

http://www.ag.state.oh.us/sections/collections_enforcement/index.htm

or call: (614) 466-8360.


* BOND PRICING: For the week of Sept. 19 - Sept. 23, 2005
---------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21     4
Adelphia Comm.                         6.000%  02/15/06     4
AHI-DFLT 07/05                         8.625%  10/01/07    55
Allegiance Tel.                       11.750%  02/15/08    26
Allegiance Tel.                       12.875%  05/15/08    29
Amer Color Graph                      10.000%  06/15/10    73
Amer Comm LLC                         11.250%  01/01/08    24
Amer West Air                          7.840%  07/02/10    71
Amer. Plumbing                        11.625%  10/15/08    16
Amer. Restaurant                      11.500%  11/01/06    66
American Airline                       7.377%  05/23/16    73
American Airline                       8.390%  01/02/17    72
American Airline                      10.680%  03/04/13    65
American Airline                      10.850%  03/15/09    65
Ameritruck Distr                      12.250%  11/15/05     1
AMR Corp.                              4.500%  02/15/24    69
AMR Corp.                              9.000%  08/01/12    75
AMR Corp.                              9.000%  09/15/16    67
AMR Corp.                              9.750%  08/15/21    66
AMR Corp.                              9.800%  10/01/21    63
AMR Corp.                              9.880%  06/15/20    56
AMR Corp.                             10.000%  04/15/21    56
AMR Corp.                             10.125%  06/01/21    63
AMR Corp.                             10.200%  03/15/20    61
AMR Corp.                             10.550%  03/12/21    63
AMR Corp.                             10.150%  05/15/20    52
Amtran Inc.                            9.625%  12/15/05    16
Anchor Glass                          11.000%  02/15/13    64
Anvil Knitwear                        10.875%  03/15/07    53
Apple South Inc.                       9.750%  06/01/06     3
Armstrong World                        6.500%  08/15/05    72
Asarco Inc.                            7.875%  04/15/13    56
Asarco Inc.                            8.500%  05/01/25    57
ATA Holdings                          12.125%  06/15/10    20
ATA Holdings                          13.000%  02/01/09    18
Atlantic Coast                         6.000%  02/15/34     7
Atlas Air Inc.                         9.702%  01/02/08    58
Autocam Corp.                         10.875%  06/15/14    69
Bank New England                       8.750%  04/01/99     9
Big V Supermarkets                    11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    61
Calpine Corp.                          4.000%  12/26/03    65
Calpine Corp.                          4.750%  11/15/23    61
Calpine Corp.                          7.750%  04/15/09    59
Calpine Corp.                          7.875%  04/01/08    67
Calpine Corp.                          8.500%  07/15/10    73
Calpine Corp.                          8.500%  02/15/11    59
Calpine Corp.                          8.625%  08/15/10    60
Calpine Corp.                          8.750%  07/15/13    72
Calpine Corp.                          8.750%  07/15/13    72
Calpine Corp.                          9.875%  12/01/11    74
Cell Therapeutic                       5.750%  06/15/08    73
Cell Therapeutic                       5.750%  06/15/08    63
Cellstar Corp.                        12.000%  01/15/07    72
Cendant Corp                           4.890%  08/17/06    72
CHS Electronics                        9.875%  04/15/05     0
Classic Cable                          9.375   08/01/09     0
Collins & Aikman                      10.750%  12/31/11    43
Comcast Corp.                          2.000%  10/15/29    40
Comprehens Care                        7.500%  04/15/10    23
Conseco Inc.                           9.000%  10/15/06     0
Contl Airlines                         5.000%  06/15/23    72
Constar Intl                          11.000%  12/01/12    66
Cons Container                        10.125%  07/15/09    69
Covad Communication                    3.000%  03/15/24    69
Cray Inc.                              3.000%  12/01/24    56
Cray Research                          6.125%  02/01/11    32
Curative Health                       10.750%  05/01/11    70
DA-DFLT09/05                           9.000%  05/15/16    15
Delco Remy Intl                        9.375%  04/15/12    65
Delco Remy Intl                       11.000%  05/01/09    68
Delta Air Lines                        2.875%  02/18/24    15
Delta Air Lines                        7.299%  09/18/06    20
Delta Air Lines                        7.700%  12/15/05    15
Delta Air Lines                        7.711%  09/18/11    67
Delta Air Lines                        7.779%  11/18/05    55
Delta Air Lines                        7.779%  01/02/12    59
Delta Air Lines                        7.900%  12/15/09    14
Delta Air Lines                        7.920%  11/18/10    65
Delta Air Lines                        8.000%  06/03/23    16
Delta Air Lines                        8.270%  09/23/07    40
Delta Air Lines                        8.300%  12/15/29    16
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.540%  01/02/07    27
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.540%  01/02/07    23
Delta Air Lines                        8.540%  01/02/07    32
Delta Air Lines                        8.950%  01/02/12    38
Delta Air Lines                        9.200%  09/23/14    41
Delta Air Lines                        9.250%  03/15/22    14
Delta Air Lines                        9.320%  01/02/09    49
Delta Air Lines                        9.590%  01/02/17    38
Delta Air Lines                        9.750%  05/15/21    14
Delta Air Lines                        9.875%  04/30/08    24
Delta Air Lines                       10.000%  08/15/08    16
Delta Air Lines                       10.000%  05/17/09    25
Delta Air Lines                       10.000%  06/01/09    46
Delta Air Lines                       10.000%  06/01/10    37
Delta Air Lines                       10.000%  06/01/10    13
Delta Air Lines                       10.000%  06/01/11    43
Delta Air Lines                       10.000%  12/05/14    17
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.080%  06/16/07    44
Delta Air Lines                       10.125%  06/16/09    50
Delta Air Lines                       10.125%  05/15/10    15
Delta Air Lines                       10.125%  06/16/10    44
Delta Air Lines                       10.140%  08/26/12    46
Delta Air Lines                       10.375%  02/01/11    15
Delta Air Lines                       10.375%  12/15/22    16
Delta Air Lines                       10.430%  01/02/11    20
Delta Air Lines                       10.430%  01/02/11    50
Delta Air Lines                       10.500%  04/30/16    45
Delta Air Lines                       10.790%  03/26/14    17
Delphi Auto Syst                       6.197%  11/15/33    69
Delphi Auto Syst                       7.125%  05/01/29    63
Delphi Corp                            6.500%  08/15/13    66
Delphi Trust II                        6.197%  11/15/33    50
Dura Operating                         9.000%  05/01/09    67
Edison Brothers                       11.000%  09/26/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    74
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     0
Epix Medical Inc.                      3.000%  06/15/24    67
Exodus Comm. Inc.                      5.250%  02/15/08     0
Falcon Products                       11.375%  06/15/09     0
Federal-Mogul Co.                      7.375%  01/15/06    28
Federal-Mogul Co.                      7.500%  01/15/09    28
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.800%  04/15/07    29
Federated Group                        7.500%  04/15/10     1
Finova Group                           7.500%  11/15/09    40
Foamex L.P.                            9.875%  06/15/07     7
Foamex L.P.                           13.500%  08/15/05     7
Ford Motor Co.                         6.625%  02/15/28    74
Ford Motor Co.                         7.400%  11/01/46    71
Ford Motor Co.                         7.700%  05/15/97    74
Fruit of the Loom                      8.875%  04/15/06     0
Gateway Inc.                           1.500%  12/31/09    73
Gateway Inc.                           2.000%  12/31/11    67
General Motors                         7.400%  09/01/25    70
GMAC                                   5.350%  01/15/14    71
GMAC                                   5.700%  10/15/13    74
GMAC                                   5.900%  01/15/19    73
GMAC                                   5.900%  01/15/19    68
GMAC                                   5.900%  02/15/19    68
GMAC                                   5.900%  10/15/19    71
GMAC                                   6.000%  02/15/19    67
GMAC                                   6.000%  02/15/19    68
GMAC                                   6.000%  02/15/19    68
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    67
GMAC                                   6.000%  03/15/19    69
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  04/15/19    69
GMAC                                   6.000%  09/15/19    65
GMAC                                   6.000%  09/15/19    71
GMAC                                   6.050%  08/15/19    68
GMAC                                   6.050%  08/15/19    73
GMAC                                   6.050%  10/15/19    69
GMAC                                   6.100%  09/15/19    69
GMAC                                   6.125%  10/15/19    69
GMAC                                   6.150%  08/15/19    70
GMAC                                   6.150%  10/15/19    71
GMAC                                   6.200%  04/15/19    71
GMAC                                   6.250%  12/15/18    73
GMAC                                   6.250%  01/15/19    71
GMAC                                   6.250%  04/15/19    71
GMAC                                   6.250%  05/15/19    67
GMAC                                   6.250%  07/15/19    67
GMAC                                   6.300%  08/15/19    70
GMAC                                   6.300%  08/15/19    73
GMAC                                   6.350%  04/15/19    73
GMAC                                   6.350%  07/15/19    68
GMAC                                   6.350%  07/15/19    73
GMAC                                   6.400%  12/15/18    71
GMAC                                   6.500%  06/15/18    73
GMAC                                   6.500%  11/15/18    73
GMAC                                   6.500%  12/15/18    72
GMAC                                   6.500%  12/15/18    74
GMAC                                   6.500%  05/15/19    73
GMAC                                   6.550%  12/15/19    72
GMAC                                   6.600%  06/15/19    73
GMAC                                   6.600%  06/15/19    75
GMAC                                   6.650%  06/15/18    72
GMAC                                   6.650%  10/15/18    73
GMAC                                   6.650%  10/15/18    71
GMAC                                   6.650%  02/15/18    73
GMAC                                   6.700%  06/15/18    73
GMAC                                   6.700%  06/15/18    72
GMAC                                   6.750%  09/15/16    75
GMAC                                   6.750%  06/15/17    75
GMAC                                   6.750%  11/15/18    72
GMAC                                   6.750%  06/15/19    71
GMAC                                   6.750%  06/15/19    70
GMAC                                   6.800%  09/15/19    73
GMAC                                   6.800%  10/15/18    73
GMAC                                   6.875%  07/15/18    72
GMAC                                   6.900%  08/15/18    74
GMAC                                   7.000%  09/15/16    75
GMAC                                   7.000%  02/15/18    74
GMAC                                   7.000%  09/15/21    71
GMAC                                   7.000%  11/15/23    73
GMAC                                   7.000%  11/15/24    70
GMAC                                   7.000%  11/15/24    72
GMAC                                   7.000%  11/15/24    70
GMAC                                   7.150%  03/15/25    74
GMAC                                   7.250%  02/15/25    74
GMAC                                   7.250%  03/15/25    75
Graftech Int'l                         1.625%  01/15/24    72
Gulf States STL                       13.500%  04/15/03     0
Huntsman Packag                       13.000%  06/01/10    45
Impsat Fiber                           6.000%  03/15/11    75
Inland Fiber                           9.625%  11/15/07    45
Intermet Corp.                         9.750%  06/15/09    24
Iridium LLC/CAP                       10.875%  07/15/05    23
Iridium LLC/CAP                       11.250%  07/15/05    22
Iridium LLC/CAP                       13.000%  07/15/05    22
Iridium LLC/CAP                       14.000%  07/15/05    22
Jacobson's                             6.750%  12/15/11     3
Kaiser Aluminum & Chem.               12.750%  02/01/03     8
Kmart Corp.                            6.000%  01/01/08    25
Kmart Corp.                            8.990%  07/05/10    72
Kmart Funding                          9.440%  07/01/18    68
Kulicke & Soffa                        0.500%  11/30/08    74
Lehman Bros Hldg                       0.750%  06/21/10    52
Level 3 Comm. Inc.                     2.875%  07/15/10    56
Level 3 Comm. Inc.                     5.250%  12/15/11    69
Level 3 Comm. Inc.                     6.000%  09/15/09    56
Level 3 Comm. Inc.                     6.000%  03/15/10    51
Liberty Media                          3.750%  02/15/30    58
Liberty Media                          4.000%  11/15/29    61
Macsaver Financl                       7.875%  08/01/03     2
Metricom Inc.                         13.000%  02/15/10     0
Metaldyne Corp.                       11.000%  06/15/12    72
Mississippi Chem                       7.250%  11/15/17     4
Muzak LLC                              9.875%  03/15/09    51
Natl Steel Corp.                       8.375%  08/01/06     2
New World Pasta                        9.250%  02/15/09     8
North Atl Trading                      9.250%  03/01/12    73
Northern Pacific RY                    3.000%  01/01/47    59
Northern Pacific RY                    3.000%  01/01/47    59
Northwest Airlines                     7.068%  01/02/16    68
Northwest Airlines                     7.360%  02/01/20    46
Northwest Airlines                     7.626%  04/01/10    47
Northwest Airlines                     7.670%  01/02/15    70
Northwest Airlines                     7.691%  04/01/17    73
Northwest Airlines                     7.875%  03/15/08    23
Northwest Airlines                     8.070%  01/02/15    11
Northwest Airlines                     8.130%  02/01/14    47
Northwest Airlines                     8.304%  09/01/10    72
Northwest Airlines                     8.700%  03/15/07    23
Northwest Airlines                     8.875%  06/01/06    24
Northwest Airlines                     8.970%  01/02/15    16
Northwest Airlines                     9.179%  04/01/10    43
Northwest Airlines                     9.875%  03/15/07    23
Northwest Airlines                    10.000%  02/01/09    24
Northwest Airlines                    10.500%  04/01/09    24
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    56
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                              9.360%  03/10/06    40
NWA Trust                             11.300%  12/21/12    45
Oakwood Homes                          7.875%  03/01/04    28
Oakwood Homes                          8.125%  03/01/09    20
O'Sullivan Ind.                       10.630%  10/01/08    70
O'Sullivan Ind.                       13.375%  10/15/09     7
Orion Network                         12.500%  01/15/07    35
Outboard Marine                        7.000%  07/01/02     0
Outboard Marine                        9.125%  04/15/17     0
Pegasus Satellite                     12.375%  08/01/06    26
Pegasus Satellite                     12.500%  08/01/07    30
Pen Holdings Inc.                      9.875%  06/15/08    62
Pinnacle Airline                       3.250%  02/15/25    72
Pixelworks Inc.                        1.750%  05/15/24    69
Pliant Corp.                          13.000%  06/01/10    50
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packagin                       8.250%  02/01/12    70
Primedex Health                       11.500%  06/30/08    50
Primedex Health                       11.500%  06/30/08    45
Primus Telecom                         3.750%  09/15/10    34
Primus Telecom                         5.750%  02/15/07    50
Primus Telecom                         8.000%  01/15/14    60
Primus Telecom                        12.750%  10/15/09    57
Radnor Holdings                       11.000%  03/15/10    56
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    23
Realco Inc.                            9.500%  12/15/07    45
Reliance Group Holdings                9.000%  11/15/00    25
Reliance Group Holdings                9.750%  11/15/03     1
Salton Inc.                           12.250%  04/15/08    64
Solectron Corp.                        0.500%  02/15/34    68
Sun World Int'l.                      11.250%  04/15/04    11
Tekni-Plex Inc.                       12.750%  06/15/10    60
Teligent Inc.                         11.500%  12/01/07     0
Tom's Foods Inc.                      10.500%  11/01/04    68
Tower Automotive                       5.750%  05/15/24    32
Trans Mfg Oper                        11.250%  05/01/09    58
TransTexas Gas                        15.000%  03/15/05     1
Tropical SportsW                      11.000%  06/15/08     5
United Air Lines                       6.831%  09/01/08    62
United Air Lines                       7.270%  01/30/13    43
United Air Lines                       7.371%  09/01/06    25
United Air Lines                       7.762%  10/01/05    52
United Air Lines                       7.811%  10/01/09    74
United Air Lines                       8.030%  07/01/11    62
United Air Lines                       9.000%  12/15/03    12
United Air Lines                       9.020%  04/19/12    42
United Air Lines                       9.125%  01/15/12    12
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    27
United Air Lines                       9.560%  10/19/18    42
United Air Lines                       9.750%  08/15/21    13
United Air Lines                      10.250%  07/15/21    13
United Air Lines                      10.670%  05/01/04    12
United Air Lines                      11.210%  05/01/14    12
Univ. Health Services                  0.426%  06/23/20    58
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.300%  07/15/08     8
US Air Inc.                           10.610%  06/27/07     5
US Airways Pass-                       6.820%  01/30/14    60
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    59
Werner Holdings                       10.000%  11/15/07    67
Westpoint Steven                       7.875%  06/16/08     0
Wheeling-Pitt St                       5.000%  08/01/11    75
Wheeling-Pitt St                       6.000%  08/01/10    70
Windsor Woodmont                      13.000%  03/15/05     1
Winn-Dixie Store                       8.875%  04/01/08    62
Winstar Comm Inc.                     12.750%  10/15/05     0
Winstar Comm                          14.000%  10/15/05     1
WMG Holdings                           9.500%  12/15/14    70
World Access Inc.                      4.500%  10/01/02    12
World Access Inc.                     13.250%  01/15/08     6


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

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 is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

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

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***