TCR_Public/051014.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Friday, October 14, 2005, Vol. 9, No. 244   

                          Headlines

210 ROEBLING: Case Summary & Largest Unsecured Creditor
ACCIDENT & INJURY: Can Access Cash Collateral Until Nov. 30
ACCIDENT & INJURY: Has Until Nov. 30 to Assume or Reject Leases
ACCURIDE CORP: Raises $13 Million from Secondary Stock Offering
AMERICAN HOME: Case Summary & 30 Largest Unsecured Creditors

ANCHOR GLASS: Creditors Committee Taps Bracewell As Co-Counsel
ANCHOR GLASS: Panel Balks at $575,000 DIP Loan Commitment Fee
ANCHOR GLASS: Encore Wants Stay Lifted to Continue Appeal
AOL LATIN AMERICA: Wants Until Dec. 21 to File Notices of Removal
ARTESIA MORTGAGE: Loan Prepayments Prompt Fitch to Raise Ratings

ASARCO LLC: Gets Court Nod on Everett Housing Agreement
BELDEN & BLAKE: Senior Noteholders Don't Bite at Cash Tender Offer
BELLAIRE GENERAL: Ch. 11 Trustee Taps Porter & Hedges as Counsel
BOWATER INC: S&P Places BB Corporate Credit Rating on Watch
BROOKLYN HOSPITAL: U.S. Trustee Appoints 7-Member Creditors Panel

BROOKLYN HOSPITAL: U.S. Trustee Meeting With Creditors on Oct. 31
BRUNSWICK HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
BURNS & ROE: Case Summary & 4 Largest Unsecured Creditors
CARLIN MESSENGER: U.S. Trustee Wants Chapter 11 Trustee Appointed
CARLIN MESSENGER: Wants U.S. Trustee's Pitch for a Trustee Denied

CATHOLIC CHURCH: Liquidation Analysis Under Spokane's Reorg. Plan
CATHOLIC CHURCH: Ct. Directs Spokane Parties to File Witness Lists
CELLU TISSUE: S&P Affirms Corporate Credit Rating at B
CHOICE COMMUNITIES: Files Plan of Reorganization in Maryland
COMPOSITE TECH: Court Okays $6 Million Senior Debt Placement

DELPHI CORP: Wants Court Okay to Appoint Retirees' Representative
DELPHI CORP: Court Allows Continued Use of Cash Management System
DELPHI CORP: Court Okays Continued Use of Existing Bank Accounts
DELTA AIR: Qwest Wants Court to Reconsider Utility Injunction
DELTA AIR: Interface Asks Court to Compel Assumption of Agreement

DONALD C. BAUERLE: Wants to Hire Gronek & Latham as Bankr. Counsel
DP 8 LLC: Court Okays Return of $4.5 Mil. Sequestered Funds
EL POLLO: Offers to Buy Back $110MM Outstanding 9-1/4% Sr. Notes
EMMIS COMMS: Earns $8.43MM of Net Income in Quarter Ended Aug. 31
EMPORIA PREFERRED: Fitch Places Low-B Ratings on Two Cert. Classes

ENDURANCE SPECIALTY: Prices $200 Million 6.15% Sr. Debt Offering
ENTERGY NEW ORLEANS: Wants Until Feb. 26 to Remove Civil Actions
EPL INTERMEDIATE: Soliciting Consents to Amend 12-1/2% Indenture
GENOIL INC: Obtains C$750,000 Bridge Financing From CEO
GEORGE SWEEZEY: Case Summary & 18 Largest Unsecured Creditors

GREAT NORTHERN: Court Okays Ch. 7 Trustee's Stipulation with PACE
H.I. SCHAUMBURG: Case Summary & 20 Largest Unsecured Creditors
HASCO: Fitch Rates $4.4 Million Private Certificates at BB
HCC INDUSTRIES: S&P Withdraws Junk Corporate Credit & Debt Ratings
HOMELIFE CORPORATION: Wants Bankruptcy Proceedings Closed

KAISER ALUMINUM: Court Dismisses Lloyd's Rule 2019 Orders Appeal
KELAMANGA SUKUMAR: Case Summary & 15 Largest Unsecured Creditors
KINETIC CONCEPTS: Promotes Executives in Organizational Changes
LORAL SPACE: Selling SFIG Assets to ABS-CBN Int'l for $400,000
MAGRUDER COLOR: Exclusive Plan Filing Period Extended to Dec. 29

MEGO FINANCIAL: Brings In Beesley Peck as Nevada Counsel
MESABA AVIATION: Northwest Airlines Makes $15.7 Million Payment
MESABA AVIATION: Files Chapter 11 to Expedite Restructuring
MESABA AVIATION: Case Summary & 20 Largest Unsecured Creditors
METRIS COS: Subsidiary Issues $500 Mil. in Asset-Backed Securities

MONONGAHELA POWER: Fitch Holds Preferred Stock Rating at BB+
MORGAN STANLEY: Fitch Retains $5.3MM Class N Certs. at Junk Level
MORGAN STANLEY: Fitch Holds Low-B Ratings on Four Cert. Classes
NEAL THOMAS: Case Summary & 20 Largest Unsecured Creditors
NITALY RODRIGUEZ: Voluntary Chapter 11 Case Summary

NORTHWEST AIRLINES: Eyes $1.4BB Labor Cuts in Sec. 1113 Litigation
NORTHWEST AIRLINES: UST Appoints Unsecured Creditors' Committee
NORTHWEST AIRLINES: Wants to Walk Away from 14 Leases & Subleases
NORTHWEST AIRLINES: Wants Claims Resolution Procedure Established
NOVOSTE CORP: Amends Purchase Agreement with Best Medical

NRG ENERGY: Gets $4.8B Financing Deal for Texas Genco Acquisition
NVE INC: Wants Until February 6 to Decide on Leases
NVE INC: Wants Until Dec. 31 to Remove State Court Actions
ORBIT BRANDS: Trades Stock Under New OBBCQ Ticker
ORETECH INC: Creditors File Involuntary Chapter 11 Petition in Ga.

ORETECH INC: Involuntary Chapter 11 Case Summary
ORGANIZED LIVING: Files Liquidating Plan in S.D. of Ohio
ORGANIZED LIVING: Committee Wants to Depose Former CEO
OWENS CORNING: Wants Controversy Over Gertler Settlement Resolved
OWENS CORNING: Selling Texas Property to Weissker for $625 Million

OWENS CORNING: Court Approves Aircraft Sale Procedures
PETER MCCARTHY: Case Summary & 8 Largest Unsecured Creditors
PINNACLE ENTERTAINMENT: Completes Amendment to Credit Agreement
PHARMACEUTICAL FORMULATIONS: Wants Until Jan. 5 to Remove Actions
PLASTIPAK HOLDINGS: Soliciting Consents to Eliminate Defaults

PRECISE TECHNOLOGY: S&P Downgrades Corporate Credit Rating to B
RIGHT TRACK: Case Summary & 20 Largest Unsecured Creditors
ROBOTIC VISION: Registers 6,017,590 Common Shares for Resale
SAN JUAN CABLE: S&P Rates Proposed $160 Million Term Loan at B-
SOUPER SALAD: Taps Ernst & Young to Provide Tax Services

TCM MEDIA: S&P Rates Planned $30 Million Loan Facility at CCC+
TELEGLOBE COMMS: Court Approves Settlement Agreement with FLAG
THOMAS WALLS: Case Summary & 20 Largest Unsecured Creditors
TIMCO AVIATION: Closing 8% Junior & Senior Subordinated PIK Notes
TITANIUM METALS: Increases Income Guidance to $155MM to $165MM

TRW AUTOMOTIVE: European Commission Okays Daplhi Metal Purchase
UNIVERSAL EXPRESS: Durland and Company Raises Going Concern Doubt
US AIRWAYS: Wants Court Nod to Enter into EDS Letter Agreement
USA TECHNOLOGIES: Goldstein Golub Raises Going Concern Doubt
USG CORPORATION: Wants to Assume & Assign Natural Gas Leases

VARTEC TELECOM: Court Okay Settlement with Teleglobe USA
VERITAS DGC: Earns $83 Million of Net Income for Fiscal Year 2005
VINEBURG MACHINING: Case Summary & 10 Largest Unsecured Creditors
VTEX ENERGY: Posts $2 Million Net Loss in Quarter Ended July 31
WESTPOINT STEVENS: Responds to Steering Panel Final Fees Objection

WICKES INC: Renaissance Asks Court for Leave to File Late Claim
WORLDCOM INC: Settles Dispute Over Illinois' Two Tax Claims

* BOOK REVIEW: Beyond Hype -- Rediscovering the Essence of
               Management

                          *********

210 ROEBLING: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: 210 Roebling LLC
        210 Roebling Street
        Brooklyn, New York 11211

Bankruptcy Case No.: 05-30206

Type of Business: The Debtor owns a 35-unit residential
                  and 7-unit commercial apartment
                  building in Brooklyn, New York.

Chapter 11 Petition Date: October 12, 2005

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Neal M. Rosenbloom, Esq.
                  Finkel Goldstein Berzow Rosenbloom & Nash LLP
                  26 Broadway
                  New York, New York 10004
                  Tel: (212) 344-2929
                  Fax: (212) 422-6836

Total Assets: $3,504,000

Total Debts:  $2,350,000

Debtor's Largest Unsecured Creditor:

   Entity                                    Claim Amount
   ------                                    ------------
   New York City Department of Finance         $2,350,000
   Bankruptcy & Assignment Unit
   345 Adams Street, 10th Floor
   Brooklyn, NY 11201


ACCIDENT & INJURY: Can Access Cash Collateral Until Nov. 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, entered an order allowing Accident &
Injury Pain Centers, Inc., and its debtor-affiliates to use
Comerica Bank and Northeast National Bank's cash collateral until
Nov. 30, 2005.

Without continued access to the encumbered cash, the Debtors won't
be able to stabilize their operations and pay their employees.

Comerica Bank asserts a first priority lien on Accident & Injury's
accounts receivable, pledged to secure repayment of a $2.2 million
line of credit.  Comerica also asserts a first priority lien on
equipment securing repayment of $718,000 of equipment loans.  

To provide the lenders with adequate protection required under 11
U.S.C. Sec. 363 for any diminution in the value of their
collateral, the Debtors grant Comerica and Northeast replacement
liens to the same extent, validity and priority as the prepetition
lien.

Headquartered in Dallas, Texas, Accident & Injury Pain Centers,
Inc. -- http://www.accinj.com/-- operates clinics that treat   
patients with highly advanced therapy equipment and techniques.  
The Company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2005 (Bankr. N.D. Tex. Case No. 05-31688)
after the U.S. District Court for the Northern District of Texas
ruled against them in the civil suit commenced by Allstate
Insurance Company, et al.  Glenn A. Portman, Esq., at Bennett,
Weston & LaJone, P.C., represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they reported estimated assets and debts of $10
million to $50 million.


ACCIDENT & INJURY: Has Until Nov. 30 to Assume or Reject Leases
---------------------------------------------------------------
Accident & Injury Pain Centers, Inc., and its debtor-affiliates
sought and obtained an extension from the U.S. Bankruptcy Court
for the District of New Jersey of their period within which they
can elect to assume, assume and assign, or reject their unexpired
nonresidential real property leases pursuant to Section 365(d)(4)
of the Bankruptcy Code.  The Debtors have until Nov. 30, 2005, to
decide what to do with the leases.

The Debtors currently operate a number of clinics on these
unexpired nonresidential real property leases and they say that,
until the plan of reorganization is confirmed, the estates should
not assume the leases, nor should they be rejected as they might
be necessary for the performance of the pending plan of
reorganization.

Headquartered in Dallas, Texas, Accident & Injury Pain Centers,
Inc. -- http://www.accinj.com/-- operates clinics that treat      
patients with highly advanced therapy equipment and techniques.
The Company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2005 (Bankr. N.D. Tex. Case No. 05-31688).
Glenn A. Portman, Esq., at Bennett, Weston & LaJone, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of $10 million to $50 million.


ACCURIDE CORP: Raises $13 Million from Secondary Stock Offering
---------------------------------------------------------------
Accuride Corporation (NYSE: ACW) reported the sale of 1,050,000
shares of common stock to the underwriters of its recent secondary
offering.  The stock priced at $13.25 per share (less the
underwriting discount) and was sold pursuant to the exercise in
full of the underwriters' option to purchase such shares to cover
over-allotments.  All of the shares are sold by selling
stockholders, and the total number of shares of common stock
outstanding will not change as a result of the exercise of the
purchase option.  Accuride will not receive any proceeds from this
offering.

Citigroup Corporate and Investment Banking and Lehman Brothers
Inc. are acting as the joint book-running managers of the
offering, and Robert W. Baird & Co. Incorporated is acting as the
co-manager of the offering.  The offering of the securities is
made only by means of a prospectus, copies of which may be
obtained from:

         Citigroup Corporate and Investment Banking
         Prospectus Department
         Brooklyn Army Terminal
         140 58th Street, 8th Floor
         Brooklyn, New York 11220
         Tel: 718-765-6732

Accuride Corporation -- http://www.accuridecorp.com/-- is one of    
the largest and most diversified manufacturers and suppliers of
commercial vehicle components in North America.  Accuride's
products include commercial vehicle wheels, wheel-end components
and assemblies, truck body and chassis parts, seating assemblies
and other commercial vehicle components.  Accuride's products are
marketed under its brand names, which include Accuride, Gunite,
Imperial, Bostrom, Fabco and Brillion.

                          *     *     *

As reported in the Troubled Company Reporter on July 12, 2005,
Moody's Investors Service has upgraded the corporate family
(previously called senior implied) and senior secured debt ratings
of Accuride Corporation and Accuride Canada Inc. to B1 from B2,
and Accuride's senior subordinated debt to B3 from Caa1.  At the
same time the rating outlook was revised to stable from positive.  

As reported in the Troubled Company Reporter on Feb. 3, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Accuride Corporation to 'B+' from 'B' and removed the
ratings from CreditWatch, where they were placed on Dec. 28, 2004.

Evansville, Indiana-based Accuride has total debt of about
$800 million.  The ratings outlook is stable.


AMERICAN HOME: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: American Home Improvement, Inc.
        fka AAA Aluminum, Inc.
        1188 Sussex Turnpike
        P.O. Box 162
        Mount Freedom, New Jersey 07970-0162

Bankruptcy Case No.: 05-47797

Type of Business: The Debtor sells windows.

Chapter 11 Petition Date: October 12, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: David Ast, Esq.
                  Wahl & Ast, P.C.
                  222 Ridgedale Avenue
                  P.O. Box 1309
                  Morristown, New Jersey 07962-1309
                  Tel: (973) 984-1300
                  Fax: (973) 984-1478

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Ideal Window                     Goods                  $176,509
100 West 7th Street
Bayonne, NJ 07002

Chase Business Credit            BusCard/               $143,245
P.O. Box 15907                   Line of Credit
Newark, DE 19886-5907

Citibank Business Card           BusCard/               $114,096
Attn: Academy Collection Service Line of Credit
10965 Decatur Road
Philadelphia, PA 19154-3210

Citibank Business Card           BusCard/               $110,153
Attn: Academy Collection Service Line of Credit
10965 Decatur Road
Philadelphia, PA 19154-3210

Bank One                         BusCard/               $108,013
P.O. Box 15153                   Line of Credit
Wilmington, DE 19886-5153

JP Morgan Chase                  BusCard/               $102,000
Attn: Maselli Warren, Esq.       Line of Credit
600 Alexander Road
Princeton, NJ 08540

American Express                 BusCard/                $95,833
P.O. Box 1270                    Line of Credit
Newark, NJ 07101-1270

American Express                 BusCard/                $89,833
Attn: NCO Financial              Line of Credit
P.O. Box 41747
Philadelphia, PA 19101-1457

MBNA Platinum Plus For Bus       BusCard/                $80,894
P.O. Box 15469                   Line of Credit
Wilmington, DE 19886-5469

The Star Ledger                  Advertising             $77,859
1 Star Ledger Plaza
Newark, NJ 07102

States Resources                 Lawsuit Pending         $63,719
Attn: Dembo & Saldutti
102 Browning Lane, Building B
Cherry Hill, NJ 08008

Sovereign Bank                   BusCard/                $57,000
Attn: Ostrowitz & Ostrowitz      Line of Credit
225 Gordons Corner Road
Manalapan, NJ 07726

American Express                 BusCard/                $53,200
P.O. Box 360002                  Line of Credit
Fort Lauderdale, FL 33336-0002

Key Bank                         BusCard/                $49,998
Attn: Donald Burak, Esq.         Line of Credit
5 Terri Lane
Burlington, NJ 08016

American Express                 BusCard/                $42,431
P.O. Box 1270                    Line of Credit
Newark NJ 07101-1270

Advanta Business Cards           BusCard/                $42,335
P.O. Box 8088                    Line of Credit
Philadelphia. PA 19101-8088

Home Depot/Citibank              BusCard/                $26,721
Attn: United Collection Bureau   Line of Credit
P.O. Box 140516
Toledo, OH 43614-0516

GE Capital Financial             BusCard/                $26,511
P.O. Box 520310                  Line of Credit
Salt Lake City, UT 84141-0420

Yorktown Cabinets, Inc.          Lawsuit Pending         $23,459
Attn: O'Brien & Taylor
P.O. Box 505
Caldwell, NJ 07007

Capital One Bank                 BusCard/                $22,495
P.O. Box 85015                   Line of Credit
Richmond, VA 23285-5015

American Express                 BusCard/                $19,689
Attn: Hudson & Feltzer, Esq.     Line of Credit
900 Route 168, Suite C-2
Turnersville, NJ 08012

Fleet Business Services          BusCard/                $17,590
P.O. Box 15365                   Line of Credit
Wilmington, DE 19886-5386

Capital One                      BusCard/                $11,315
P.O. Box 85147                   Line of Credit
Richmond, VA 23276

Citibank Business Card           BusCard/                 $5,537
Attn: Academy Collection Service Line of Credit
10965 Decatur Road
Philadelphia, PA 19154-3210

Bergen Record                    Services                 $5,110
Attn: North Jersey Media Group
150 River Street
Hackensack, NJ 07601

Daily Record                     Advertising              $2,052
Attn: Ragan & Ragan
3100 Route 138 West
Wall, NJ 07719

Century Bathworks, Inc.          Goods                    $1,513
250 Lackawanna Avenue
West Paterson, NJ 07424

GE Consumer Finance-Exxon & GE   Credit Card/             $1,487
Attn: Client Services, Inc.      Line of Credit
3451 Harry Truman Boulevard
Saint Charles, MO 63301-4047

Dell Financial Services, LP      Goods                    $1,392
Attn: Valentine & Kebartas Inc.
P.O. Box 325
Lawrence, MA 01842

Patterson, Carol                 Lawsuit Pending         Unknown
Attn: William F. Henning, Esq.
76 South Orange Avenue, Suite 308
South Orange, NJ 07079


ANCHOR GLASS: Creditors Committee Taps Bracewell As Co-Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation asks the U.S. Bankruptcy Court for the
Middle District of Florida for permission to retain Bracewell &
Guiliani LP as one of its law firms.

Bracewell's services to the Creditors Committee will include:

   (a) providing legal advise with respect to the Committee's
       duties and powers in the Debtor's Chapter 11 cases;

   (b) assisting the Committee in its investigation of the
       Debtor's acts, conduct, assets, liabilities and financial
       condition, the disposition of the Debtor's assets, and any
       other matter relevant to the case;

   (c) participating in the formulation of a plan of
       reorganization;

   (d) assisting and advising the Committee in its examination
       and analysis of the conduct of the Debtor's affairs and
       the causes of insolvency;

   (e) assisting and advising the Committee with regard to its
       communications with the general creditor body regarding
       recommendations on any proposed plan of reorganization;

   (f) reviewing and analyzing all applications, orders,
       financial information, budgets, statements of operations
       and schedules and statement of financial affairs filed
       with the Court;

   (g) conferring with the Debtor's management counsel;

   (h) attending the meetings of the Committee; and

   (i) preparing and filing appropriate pleadings on behalf of
       the Committee.

According to the Creditors Committee, Bracewell will take the
lead in investigating and pursuing any claims against Madeleine,
LLC -- which is an insider and affiliate of the Debtor's majority
shareholder Cerberus Capital Management L.P. -- and the Debtor's
noteholders.  The firm will also take the lead in responding to
the Debtor's:

   * requests to pay critical vendors and officer salaries;
   * request to assume the OCI contract;
   * request to hire and pay ordinary course professionals; and
   * applications to employ professionals.

Moreover, Bracewell will lead in the general communications with
the Creditors Committee.

Bracewell will be paid for its legal services on an hourly basis
in accordance with the firm's customary rates:

               Professional            Hourly Rates
               ------------            ------------
               Partners                 $395 - $600
               Associates               $175 - $395
               Paralegals                $75 - $175

The attorneys that will primarily represent the Committee in the
Debtor's case and their billing rates are:

            Name                          Hourly Rates
            ----                          ------------
            Marcy E. Kurtz, Esq.                  $450
            Samuel M. Stricklin, Esq.             $435
            William A. Wood III, Esq.             $435
            Christopher Adams, Esq.               $300
            Stephanie S. Rosenberg, Esq.          $255
            Gary W. Wright, Esq.                  $175
            Toni Silva, paralegal                 $150

Bracewell will also be reimbursed for all necessary expenses and
charges incurred in connection with the case.

Marcy E. Kurtz, Esq., an attorney at Bracewell, discloses that
Bracewell currently represents, has represented or may represent
parties-in-interest in various matters unrelated to the Debtor's
Chapter 11 case, including:

   (a) Cerberus Capital Management LP and Stephen Feinberg, and
       State Street Research & Management Company;

   (b) Wachovia Capital Finance Corporation and Wells Fargo Bank;

   (c) Temple-Inland, American Electric Power, South Jersey Gas
       Company, Centerpoint Energy, Unimin Corporation and
       Schulte Roth & Zabel LLP; and

   (d) Arkema, Inc., BP Energy Company, CSX Transporation, Inc.,
       FMC Wyoming Corporation, Ford Motor Credit, The Bank of
       New York and Time Warner Telecom.

The firm also represented Cahill Gordon & Reindel LLP and Akin,
Gump, Strauss, Hauer & Feld LLP.  It also served as bankruptcy
counsel to Texas Petrochemicals in its bankruptcy case in Texas,
in which Houlihan Lokey Howard & Zukin was a creditor.

Ms. Kurtz, however, assures the Court that the firm currently
represents no interest adverse to the Creditors Committee, the
Debtor, or the Debtor's estates and that it has no connection
with the United States Trustee.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers  
in the United States.  Anchor manufactures a diverse line of flint  
(clear), amber, green and other colored glass containers for the  
beer, beverage, food, liquor and flavored alcoholic beverage  
markets.  The Company filed for chapter 11 protection on Aug. 8,  
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,  
Esq., at Carlton Fields PA, represents the Debtor in its  
restructuring efforts.  When the Debtor filed for protection from  
its creditors, it listed $661.5 million in assets and $666.6  
million in debts. (Anchor Glass Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Panel Balks at $575,000 DIP Loan Commitment Fee
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation tells the U.S. Bankruptcy Court for the
Middle District of Florida that the $575,000 commitment fee due to
Wachovia Capital Finance Corporation is excessive and
unreasonable.

As reported in the Troubled Company Reporter, Wachovia is entitled
to a $575,000 commitment fee for arranging a $115 million DIP
facility for the Debtors.

Marcy E. Kurtz, Esq., at Bracewell & Guiliani LLP, in Dallas,
Texas, points out that the amount owed under the $115,000,000
Wachovia DIP Facility decreased after the Petition Date by
$16,000,000, and Wachovia never effectively loaned any additional
money to Anchor Glass after the Petition Date.  

Since the Facility and Commitment Fee was supposedly based on 1%
of the maximum amount that could be borrowed under the DIP
Facility, the rate should be applied to the amount actually loaned
by Wachovia -- zero.

"No loan, no fee," Ms. Kurtz tells Judge Paskay.

Counsel for Wachovia advised the Court at the September 8 hearing
that Wachovia advanced some $45,000,000 to Anchor Glass
postpetition.  Ms. Kurtz, however, points out that the funds
advanced were taken out of the more than $60,000,000 that the
Debtor paid postpetition to Wachovia.  

"The Court can do the math," Ms. Kurtz says.  "Wachovia advanced
no new net funds to the Debtor and is entitled to no fee for
giving back to the Debtor a portion of its own money."

Ms. Kurtz also notes that Wachovia's fee was based on a new loan
with a one-year maturity.  The loan parties, however, knew that
it was likely Wachovia would be paid in full within a month or
so.  Hence, Wachovia's fee should be prorated.

Wachovia was required to advance funds only to the extent
provided in the Budget.  Ms. Kurtz recounts that the Budget
projected only a $4,200,000 temporary shortfall, which was
covered by the $15,000,000 interim noteholder facility.  At most
the fee should be applied to the new money required to be
advanced by Wachovia -- $4,200,000 or a $42,000 fee for a full
year.

Ms. Kurtz further points out that Wachovia did not relax any of
the prepetition borrowing requirements.  It actually increased
its base interest rate by 100 bps and increased some of its other
fees and charges.  While the Committee does not challenge the
heightened interest paid to Wachovia per se, Ms. Kurtz says the
interest and the unrelaxed borrowing terms are factors in
determining the overall reasonableness of the compensation paid
to Wachovia.

                Prepayment Penalty Is Unreasonable

Ms. Kurtz tells Judge Paskay that the $290,000 prepayment fee
imposed by Wachovia is an egregious "double dip" -- requiring the
Debtor to roll over the financing and pay $1,150,000 to do so
while at the same time charging a prepayment penalty for doing
so.  The Prepayment Penalty is not enforceable, Ms. Kurtz argues,
because Wachovia required that its prepetition loan be paid.

"It was Wachovia, not the Debtor, who voluntarily created the
situation where it would be paid off early," Ms. Kurtz asserts.

Ms. Kurtz reminds the Court that at the September 8 hearing, the
Anchor's counsel said the Debtor asked Wachovia to enter into a
consensual cash collateral agreement rather than insist upon
rolling over the prepetition loan.  Wachovia would not consent
even though its equity cushion provided amply authority for the
Debtor's use of its cash collateral.

Instead, Wachovia insisted that any "new credit" be in the form
of the Wachovia DIP Facility, with the understanding that it
would be paid off early from the proceeds of the Permanent
Financing.  The Debtor's counsel represented that the Funding
Noteholders agreed to take out Wachovia and Madeleine within 20
to 30 days.

If the Prepayment Fee is approved, the Commitment Fee should be
disallowed.

Ms. Kurtz also argues that Wachovia waived any right to the
Prepayment Penalty when it closed on the DIP Facility and did not
charge Anchor for the penalty.

The Loan Agreement refers to the Prepayment Penalty as equal to
0.25% of the "Maximum Credit --- $100,000,000 originally and now
$115,000,000 pursuant to the fourth amendment to the Wachovia
Facility -- if the loan were paid off within the first three
years -- originally on or before August 30, 2005 -- or if the
term of the agreement was extended at any time prior to the end
of the then current term.

Ms. Kurtz points out that the prepetition loan was paid off after
August 30, 2005, the third anniversary date of the prepetition
facility.  Pursuant to the fourth amendment, the term was
extended through August 30, 2007.  A ratification agreement
executed on the Petition Date, however, moved the term back to
August 7, 2006, earlier than the original maturity date.

Accordingly, no Prepayment Penalty is due.

Ms. Kurtz also asserts that the Prepayment Penalty is
disallowable as a claim for unmatured interest under Section
502(b)(2) of the Bankruptcy Code.  Wachovia is not entitled to
the payment of any interest that may have accrued following the
early payment.  The penalty is an attempt to collect that
unmatured interest.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and
$666.6 million in debts.  (Anchor Glass Bankruptcy News, Issue
No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Encore Wants Stay Lifted to Continue Appeal
---------------------------------------------------------
Anchor Glass Container Corporation filed its previous bankruptcy
case on April 15, 2002.  Encore Glass, Inc., filed a claim for
$6,102,913 in May 2002, which claim was later increased to
$6,838,905.

In July 2002, Anchor filed an objection to Encore's Claim,
marking the start of a contested matter.  In July 2003, the
Bankruptcy Court issued an order granting the Debtor's Motion for
Summary Judgment as to the contested matter and Encore later
filed a notice of appeal.

Encore and the Debtor agreed to abate the appeal so that the
Bankruptcy Court could finalize some outstanding issues in the
contested matter.  The Court issued an order dated January 25,
2005, which decided those outstanding issues.

The Appeal is still pending with the United States District Court
for the Middle District of Florida.  Encore filed its initial
brief in July 2005 and the Debtor's answer brief was due
in August.

However, before it could file its answer brief, the Debtor filed
for bankruptcy.

Thus, by this motion, Encore asks Judge Paskay to lift the stay
so it may continue with the Appeal.

Lori V. Vaughan, Esq., at Foley & Lardner LLP, in Tampa, Florida,
asserts that Encore has no other forum for liquidating its claim.  
Ms. Vaughan adds that, procedurally, Encore cannot have its claim
determined again as it has already been decided by the Bankruptcy
Court.  Encore's only opportunity to have its claim finally
resolved is in the Appeal.

Furthermore, Ms. Vaughan tells Judge Paskay that Encore has
already filed its initial brief and that the only remaining items
due in the Appeal are the Debtor's brief and Encore's reply
brief.

"[T]he issues are fresh in the minds of the Debtor's counsel and
it would place little burden on the estate to complete the
appeal," Ms. Vaughan explains.  "[I]n fact, it is more efficient
to complete the appeal now than restore it later when the parties
will have to refresh their memories."

Whether Encore has an allowed claim will need to be decided at
some point in the Debtor's bankruptcy case and it would be more
efficient for all parties to have the Appeal completed and the
issue decided, Ms. Vaughan contends.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers  
in the United States.  Anchor manufactures a diverse line of flint  
(clear), amber, green and other colored glass containers for the  
beer, beverage, food, liquor and flavored alcoholic beverage  
markets.  The Company filed for chapter 11 protection on Aug. 8,  
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,  
Esq., at Carlton Fields PA, represents the Debtor in its  
restructuring efforts.  When the Debtor filed for protection from  
its creditors, it listed $661.5 million in assets and $666.6  
million in debts. (Anchor Glass Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AOL LATIN AMERICA: Wants Until Dec. 21 to File Notices of Removal
-----------------------------------------------------------------          
America Online Latin America, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to extend,
through and including Dec. 21, 2005, their time to file notices of
removal with respect to pre-petition civil actions pursuant to
Rule 9027(a)(2)(A), (B) and (C) of the Federal Rules of Bankruptcy
Procedure.

The Debtors give the Court three reasons supporting the extension:

   1) it will give them more opportunity and time to make fully
      informed decisions concerning the removal of each pending
      pre-petition civil action;

   2) it will assure that they do not forfeit valuable rights
      under 28 U.S.C. Section 1452 and it is in the best interest
      of their estates and creditors;

   3) it will not prejudice the rights of the Debtors' adversaries
      because any party to a pre-petition civil action that is
      removed may seek to have it remanded to the state court
      pursuant to 28 U.S.C. Section 1452(b).

The Court will convene a hearing at 9:30 a.m., on Oct. 20, 2005,
to consider the Debtors' request.

Headquartered in Fort Lauderdale, Florida, America Online Latin
America, Inc., -- http://www.aola.com/ -- offers AOL-branded       
Internet service in Argentina, Brazil, Mexico, and Puerto Rico, as
well as localized content and online shopping over its proprietary
network.  Principal shareholders in AOLA are Cisneros Group, one
of Latin America's largest media firms, Brazil's Banco Itau, and
Time Warner, through America Online.  The Company and its debtor-
affiliates filed for chapter 11 protection on June 24, 2005
(Bankr. D. Del. Case No. 05-11778).  Pauline K. Morgan, Esq., and
Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP and
Douglas P. Bartner, Esq., at Shearman & Sterling LLP represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$28,500,000 and total debts of $181,774,000.


ARTESIA MORTGAGE: Loan Prepayments Prompt Fitch to Raise Ratings
----------------------------------------------------------------
Fitch Ratings upgrades Artesia Mortgage CMBS, Inc.'s commercial
mortgage pass-through certificates, series 1998-C1:

     -- $9.8 million class D to 'AA+' from 'AA-';
     -- $3.3 million class E to 'AA-' from 'A';
     -- $8.4 million class F to 'BBB-' from 'BB+';
     -- $5.6 million class G to 'B+' from 'B'.

These classes are affirmed:

     -- $51.6 million class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $9.3 million class B at 'AAA';
     -- $11.2 million class C at 'AAA'.

Fitch does not rate the $4.7 million class NR.  Class A-1 has been
paid in full.

The rating upgrades reflect increased subordination levels due to
loan amortization and prepayments since Fitch's last rating
action.  As of the September 2005 distribution date, the pool's
aggregate certificate balance was reduced 44.4% to $104.0 million
from $187.0 million at issuance.  To date, the trust has realized
$3.7 million in losses.

The pool is comprised of 149 small balance loans with an average
loan size of $697,844.  As is typical of a small loan transaction,
the pool is diversified by loan size with the largest loan and the
largest five loans representing 1.9% and 8.1%; respectively.

One loan (1.2%) is currently in special servicing and is 90+ days
delinquent.  The loan is secured by an office property located in
Minneapolis, Minnesota.  The loan transferred to the special
servicer in March 2005 due to imminent default.  The property is
100% vacant and the special servicer has initiated judicial
foreclosure.

Seventeen loans (13.4%) are Fitch loans of concern due to declines
in DSCR and occupancy.  The fifth largest loan in the deal (1.5%)
is secured by an industrial/warehouse facility located in South
Hackensack, New Jersey.  The loan is current, but continues to
show declining performance.  The property is owner occupied and
the borrower pays rent according to the profitability of the
business.


ASARCO LLC: Gets Court Nod on Everett Housing Agreement
-------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas gave ASARCO, LLC, authority to
enter into an Agreement for Acceptance of Soil with the Everett
Housing Authority.

As previously reported in the Troubled Company Reporter on
Sept. 12, 2005, James R. Prince, Esq., at Baker Botts, LLP, in
Dallas, Texas, recounts that ASARCO was scheduled to perform
remediation of certain residential yards and adjoining rights-of-
way in Everett, Washington, in 2005, but is unable to do so as a
result of its bankruptcy filing.

The EHA wants to hire contractors and subcontractors to complete
the remediation work.  Completing the remediation work of the
yards will result in the removal of soil from the yards and
placement of the soil at the site of the former ASARCO smelter in
Tacoma, Washington.  ASARCO owns the Site.

ASARCO is willing to accept the soil at the Site under the terms
set forth in the Agreement.  ASARCO agrees to accept, at no cost
to the EHA except as specifically provided for in the Agreement,
soil at the Site, estimated to total approximately 30,000 cubic
yards, generated by the EHA's contractor in 2005 in the course of
completing the remediation work.

The Environmental Protection Agency and the State of Washington
have approved the transfer of soil from the residential
properties in Everett to the Site.

A full-text copy of the Agreement for Acceptance of Soil and the
Transportation Plan is available at no charge at:

            http://bankrupt.com/misc/EHAagreement.pdf

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. 7; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


BELDEN & BLAKE: Senior Noteholders Don't Bite at Cash Tender Offer
------------------------------------------------------------------
Belden & Blake Corporation reported the expiration of its
previously announced tender offer to purchase for cash any and all
of its outstanding 8.75% Senior Secured Notes due 2012 in the
aggregate principal amount of $192,500,000.  

During the offering period, zero principal amount of the
Securities were validly tendered.

Belden & Blake engages in the exploitation, development,
production, operation and acquisition of oil and natural gas
properties in the Appalachian and Michigan Basins (a region which
includes Ohio, Pennsylvania, New York and Michigan).  Belden &
Blake is a subsidiary of Capital C Energy Operations, LP, an
affiliate of Carlyle/Riverstone Global Energy and Power
Fund II, L.P.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 7, 2005,
Moody's downgraded Belden & Blake's senior implied rating from B3
to Caa1 and its note rating from B3 to Caa2.  The outlook is
changed to negative.


BELLAIRE GENERAL: Ch. 11 Trustee Taps Porter & Hedges as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, gave Ben B. Floyd, the chapter 11 trustee of
Bellaire General Hospital, L.P., permission to employ Porter &
Hedges, LLP, as his counsel.

Porter & Hedges is expected to:

   a) assist the Trustee to recover and liquidate Debtor's assets;

   b) assist the Trustee in addressing issues specific to health
      care facilities including but not limited to patient record
      concerns and disposition of hazardous materials;

   c) assist the Trustee in analyzing claims owned by the Debtor
      against third parties arising under Section 544, 547-549 of
      the Bankruptcy Code and other applicable law;

   d) prepare and file some pleadings as are necessary to pursue
      the Debtor's claims against third parties arising under
      Section 544, 547-549 of the Bankruptcy Code and other
      applicable law;

   e) advise the Trustee with respect to the rights and remedies
      of the Debtor's creditors and other parties-in-interest;

   f) conduct appropriate examinations of witness, claimants and
      other parties-in-interest as the Trustee determines
      appropriate;

   g) prepare all appropriate pleadings required to be filed in
      the case;

   h) represent the Trustee in all proceedings before the Court
      and in any other judicial or administrative proceeding in
      which the rights of the Trustee or the Debtor may be
      affected; and

   i) perform any other legal services that may be appropriate in
      connection with the liquidation of the Debtor.

The Trustee has negotiated for and obtained an agreement with
Porter & Hedges to pursue some litigation claims on a contingency
basis and to perform other general services on an hourly fee
basis.

Litigation matters will be handled on a sliding scale arrangement
as:

                                                 Percentage
    Event                                        Recovery
    -----                                        ----------
    If the litigation is settled
    prior to the filing of a complaint              20%

    If the litigation is settled
    after the filing of a complaint but
    prior to 45 days after service
    of the complaint                                27%

    If the Litigation is settled 30 days
    or more after service                           30%

    If there is an appeal                           38%

The firm's professionals current hourly rates:

         Attorney               Hourly Rate
         --------               -----------
         David R. Jones            $425
         Matthew Vaughn            $265
         Blake Rizzo               $245
         Joshua Wolfshohl          $180
         Thomas Woolley            $180

To the best of the Trustee's knowledge, Porter & Hedges does not
represent any interest adverse to the Trustee or the bankruptcy
estates.

Headquartered in Houston, Texas, Bellaire General Hospital, L.P.
-- http://www.bellairemedicalcenter.com/-- operates a hospital.   
The Company filed for chapter 11 protection on January 3, 2005
(Bankr. S.D. Tex. Case No. 05-30089).  Daniel F. Patchin, Esq., at
McClain, Leppert & Maney, P.C. represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.  The
Court converted the Debtor's chapter 11 case to a chapter 7
liquidation proceeding on April 29, 2005.  The hospital's secured
creditors -- Columbia Hospital of Houston and GE Credit Corp. --
decided to foreclose on the hospital's property after efforts to
auction off the assets failed.


BOWATER INC: S&P Places BB Corporate Credit Rating on Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on pulp and
paper producer Bowater Inc. and subsidiary Bowater Canadian Forest
Products Inc., including the 'BB' corporate credit ratings, on
CreditWatch with negative implications.  The CreditWatch placement
reflects heightened concerns regarding the negative effect of an
appreciating Canadian dollar and other cost pressures on the
company's cash flow generation and earnings.
     
At June 30, 2005, the Greenville, South Carolina-based company had
$2.56 billion in debt outstanding.
     
"Bowater's earnings and cash flow have been hurt by the sharp
appreciation of the Canadian dollar, increased energy prices, and
higher manufacturing costs," said Standard & Poor's credit analyst
Kenneth L. Farer.  "As a result, Bowater expects third-quarter
operating income of $35 million to $40 million, which is below our
expectations."
     
While the company has a portion of its foreign exchange
requirements hedged, EBITDA will be negatively affected by the
appreciation of the Canadian dollar, which is currently at about
85 U.S. cents, up more than 4 U.S. cents since the end of the
second quarter.  As the company's currency and energy hedges
expire in 2006, cost pressures will intensify, depressing cash
flow generation.  The ratings incorporate S&P's expectations that
Bowater would make considerable progress in reducing its heavy
debt load toward the company's target of $1.7 billion to $1.8
billion over the next one to two years through the application of
cash from operations and potential asset sale proceeds.  Because
of the intensified cost pressures, S&P believes that Bowater will
now be more challenged to achieve this debt reduction and improve
its credit ratios.
     
Standard & Poor's will meet with management to review Bowater's
initiatives to mitigate increasing costs and higher foreign
exchange rates and its time frame for achieving its stated debt to
capital targets.  The ratings on the company could be lowered if
it appears that the unfavorable cost factors significantly delay
efforts to strengthen its financial profile.


BROOKLYN HOSPITAL: U.S. Trustee Appoints 7-Member Creditors Panel
-----------------------------------------------------------------          
The United States Trustee for Region 2 appointed three creditors
to serve on the Official Committee of Unsecured Creditors in
The Brooklyn Hospital Center and its debtor-affiliate, Caledonian
Health Center, Inc.'s chapter 11 cases:

     1) New York - Presbyterian Fund, Inc.
        Attn: Mark E. Larmore
        525 East 68th Street
        New York, New York 10021
        Phone: 212-297-4356

     2) Trans Care New York, Inc.
        Attn: Matthew C. Harrison
        5811 Foster Avenue
        Brooklyn, New York 11231
        Phone: 718-763-8888, ext. 359

     3) Special Touch Home Care Services, Inc.
        Attn: Steven N. Ostrovsky
        2091 Coney Island Avenue
        Brooklyn, New York 11223
        Phone: 718-627-1122

     4) Caligor Hospital Supply
        Attn: Tim Ingoglia
        135 Duryea Road
        Melville, New York 11745
        Phone: 631-843-5775

     5) 1199 SEIU National Benefit & Pension Fund
        Attn: Timothy Wells
        330 West 42nd Street
        New York, New York 10036
        Phone: 646-473-6400

     6) Pension Benefit Guaranty Corp.
        Office of General Counsel
        Attn: Ken Cooper
        1200 K Street, N.W. Suite 340
        Washington, D.C. 20005
        Phone: 202-326-4000, ext. 3754

     7) Medronic USA, Inc.
        Attn: Douglas R. Ernst
        3850 Victoria Street, MS V215
        Shoreview, Minnesota 55125
        Phone: 763-514-0420

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and   
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on
September 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence
M. Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $233,000,000 in assets and $337,000,000 in debts.


BROOKLYN HOSPITAL: U.S. Trustee Meeting With Creditors on Oct. 31
-----------------------------------------------------------------          
The U.S. Trustee for Region 2 will convene a meeting of The
Brooklyn Hospital Center and its debtor-affiliate's creditors at
12:00 p.m., on Oct. 31, 2005, at 111 Livingston Street, Suite
1102, Brooklyn, New York.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and   
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on
September 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence
M. Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $233,000,000 in assets and $337,000,000 in debts.


BRUNSWICK HOSPITAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: The Brunswick Hospital Center, Inc.
        aka Brunswick General Hospital
        aka Brunswick Hall
        aka Brunswick Physical Medicine & Rehab
        aka Brunswick Psychiatric Hospital
        aka Brunswick P.M.R.
        aka Brunswick Hospital Nursing Home
        366 Broadway
        Amityville, New York 11701

Bankruptcy Case No.: 05-88168

Type of Business: The Debtor operates a hospital.  
                  The Debtor previously filed for chapter 11
                  protection on January 29, 1992 (Bankr. E.D.N.Y.
                  Case No. 92-80487).

Chapter 11 Petition Date: October 12, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Richard J. McCord, Esq.
                  Certilman Balin Adler & Hyman, LLP
                  90 Merrick Avenue
                  East Meadow, New York 11554
                  Tel: (516) 296-7801
                  Fax: (516) 296-7111

Total Assets: $22,858,516

Total Debts:  $26,539,311

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   LIPA                                     $2,200,000
   175 East Old Country Road
   Hicksville, NY 11801

   BH Realty                                $1,900,000
   455 Underhill Boulevard 2nd Floor
   Syosset, NY 11791

   The State Insurance Fund                   $600,000
   199 Church Street, 14th Floor
   New York, NY 10007

   South Shore MRI                            $477,789
   60 Loudon Avenue
   Amityville, NY 11701

   Waldinger                                  $470,000
   c/o Fennessey Medical Settlmt
   One Old Country Road, Suite 282
   Carle Place, NY 11514

   SNF Assessment                             $321,850
   Department of Health
   Mr. Jerome Alaimo, Administrator
   Office of Pool Admin
   P.O. Box 4757
   Syracuse, NY 13221

   SMS                                        $263,801
   Health Services Corp.
   Mellon Bk L. Box PA
   P.O. Box 7777 W3580
   Philadelphia, PA 19175

   Medtronic                                  $263,491
   4642 Collections Center Drive
   Chicago, IL 60693

   New York State Department of Tax           $250,000
   Office of The Attorney General
   120 Broadway
   New York, NY 10271-0332

   Caligor                                    $233,497
   P.O. Box 223133
   Pittsburgh, PA 15251

   Stewart J. McLaughlin, Esq.                $225,000
   350 East Main Street, Suite 5230
   Bayshore, NY 11706

   CNA                                        $217,583
   40 Wall Street, 7th Floor
   New York, NY 10005

   Cigna Corp.                                $169,482
   c/o Denise
   Bankruptcy & Collections
   900 Cottage Grove Road S201
   Hartford, CT 06152

   Mark Lieberman                             $164,000
   900 Merchants Concourse, Suite 214
   Westbury, NY 11590

   Carmen Angeles                             $154,167
   366 Broadway
   Amityville, NY 11701

   Armanti Consulting, LLC                    $140,644
   350 Motor Parkway, Suite 103
   Hauppauge, NY 11788

   PERI Software                              $138,531
   26 Journal Square, Suite 600
   Jersey City, NJ 07306

   Verizon                                    $129,813
   210 West 18th Street, 15th Floor
   New York, NY 10011

   Oxford Health                              $126,982
   48 Monroe Turnpike
   Trumbull, CT 06611

   AHC, Inc.                                  $122,948
   10002 Battleview Parkway
   Manassas, VA 20109


BURNS & ROE: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Burns & Roe Construction Group, Inc.
        800 Kinderkamack Road
        Oradell, New Jersey 07649

Bankruptcy Case No.: 05-47946

Type of Business: The Debtor is a contractor.  An affiliate,
                  Burns & Roe Enterprises, Inc., filed for
                  chapter 11 protection on December 4, 2000
                  (Bankr. D. N.J. Case No. 00-41610)
                  (Gambardella, J.).

Chapter 11 Petition Date: October 12, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: Jack M. Zackin, Esq.
                  Sills Cummis Epstein & Gross, PC
                  One Riverfront Plaza
                  Newark, New Jersey 07102
                  Tel: (973) 643-6975
                  Fax: (973) 643-6281

Total Assets: $2,020,783

Total Debts:    $155,342

Debtor's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Burns & Roe Services Corp.       Intercompany           $109,896
800 Kinderkamack Road            Services
Oradell, NJ 07649

Owens Corning Fiberglass Corp.   Asbestos Claim         Unknown
One Owens Corning Parkway
Toledo, OH 43659

Ronald Champagne & Alice Voth    Asbestos Claim         Unknown
c/o Harry F. Wartnick, Esq.
101 California Street, Suite 2220
San Francisco, CA 94111

Levi H. Rudy & Charlotte Rudy    Asbestos Claim         Unknown
55 Stone Hill Road
Conestoga, PA 17516
c/o Janice M. Savinis, Esq.
Goldberg, Persky,
Jennings & White PC
1030 Fifth Avenue
Pittsburgh, PA 15219-6295


CARLIN MESSENGER: U.S. Trustee Wants Chapter 11 Trustee Appointed
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
asks the U.S. Bankruptcy Court for the Middle District of
Pennsylvania to dismiss the chapter 11 case of Carlin Messenger
Service, LLC.  In the alternative, the U.S. Trustee wants a
chapter 11 trustee in the Debtor's case.

The U.S. Trustee relates that Charles Carlin, the owner of Carlin
Messenger, testified telephonically on the Apr. 1 creditors'
meeting, while recuperating in a hospital from surgery.  The
meeting was to be reconvened when Mr. Carlin can appear in person
to verify his telephonic statements.  Ms. Stapleton wants the
creditors' meeting concluded by Sept. 1.  To date, the Debtor
hasn't contacted the U.S. Trustee for the completion of the
Section 341(a) meeting.

D. Troy Sellars, Esq., tells the Court that the Debtor's failure
to complete the meeting of creditors has frustrated the U.S.
Trustee's ability to supervise the progress of the case.  Mr.
Sellars add that other than this, the U.S. Trustee has also raised
other concerns which the Debtor left unanswered.  James Farley,
the U.S. Trustee's bankruptcy analyst, brought to Ms. Stapleton's
attention three issues:

   a. Debtor reported an expense of more than $315,000 for
      independent contractor services with most of the payments
      being made to an entity called Time Sensitive Services,
      Inc.  It was also noted that in prior months, contractor
      payments were also made to two entities entitled Time
      Sensitive Deliveries, Inc., and Contractor Management
      Services.  

   b. Mr. Farley noted that there appeared to be a shortfall of
      more than $177,000 between receipts and bank deposits.  
      Debtor was requested to explain this discrepancy.

   c. Finally, it was noted that the Debtor failed to provide
      bank reconciliation, bank statements and the signature of
      an authorized individual attesting, under penalty of
      perjury, that the reports are true and correct.

The U.S. Trustee notes that Time Sensitive was incorporated four
days after the Debtor filed for bankruptcy.  Also, the Debtor
filed a notice of address change.  The new address, the U.S.
Trustee says, is also the listed address of Time Sensitive.  
Furthermore, Jodie Carlin is listed as Time Sensitive's Commercial
Registered Office Provider.

Since May 2005, the U.S. Trustee found that disbursements to Time
Sensitive accounts for 65.65% of the Debtor's total disbursements.

The U.S. Trustee suspects something fishy in the Debtor's dealings
and recommends for the appointment of a chapter 11 trustee or a
dismissal of the case.

Headquartered in Harrisburg, Pennsylvania, Carlin Messenger
Service, LLC -- http://www.4sameday.com/harrisburg/-- provides  
courier services.  The Company filed for chapter 11 protection on
February 23, 2005 (Bankr. M.D. Pa. Case No. 05-00994).  Leslie
David Jacobson, Esq., Harrisburg, PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $50 million to $100
million and estimated debts of more than $100 million.


CARLIN MESSENGER: Wants U.S. Trustee's Pitch for a Trustee Denied
-----------------------------------------------------------------
Carlin Messenger Service, LLC, tells the U.S. Bankrutpcy Court for
the Middle District of Pennsylvania that its chapter 11 case
shouldn't be dismissed nor should a chapter 11 trustee be
appointed as requested by U.S. Trustee for Region 3.

The Debtor denies that:

   a) Charles Carlin's failure to verify in person his telephonic
      testimony has frustrated the U.S. Trustee's ability to
      supervise the progress of the case.

   b) It failed to respond to the U.S. Trustee's concern,
      particularly to:

        i) the $315,000 payment to Time Sensitive Services, Inc.;

       ii) a $177,000 shortfall between receipts and bank
           deposits; and

      iii) the Debtor's failure to provide bank reconciliation,
           bank statements and the signature of an authorized
           individual attesting that the reports are true and
           correct.

As for the incorporation of Time Sensitive, the Debtor says the
facts presented by the U.S. Trustee (date of incorporation,
address, etc.) are true.  However, the Debtor says, all those true
facts add up to nothing.  The Debtor tells the Court that 65.65%
of its disbursements going to Time Sensitive isn't extraordinary
except in the overly suspicious mind of a government official.  

Headquartered in Harrisburg, Pennsylvania, Carlin Messenger
Service, LLC -- http://www.4sameday.com/harrisburg/-- provides  
courier services.  The Company filed for chapter 11 protection on
February 23, 2005 (Bankr. M.D. Pa. Case No. 05-00994).  Leslie
David Jacobson, Esq., in Harrisburg, Pa., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets of $50 million to
$100 million and estimated debts of more than $100 million.


CATHOLIC CHURCH: Liquidation Analysis Under Spokane's Reorg. Plan
-----------------------------------------------------------------
Under Section 1129(a)(7) of the Bankruptcy Code, the Diocese of  
Spokane's Plan of Reorganization must provide that Creditors
receive no less under the Plan than they would receive in a
Chapter 7 liquidation of the Diocese.

"As a non-profit entity, the Diocese's Reorganization Case cannot
be converted to a Chapter 7 without the Diocese's consent under  
Section 1112(c)," Bishop William S. Skylstad, tells the U.S.
Bankruptcy Court for the Eastern District of Washington.

Bishop Skylstad relates that the "best interest of creditors" test
in this context is akin to that of a Chapter 9 proceeding.  The
Diocese believes that the best interest of creditors standard
should be applied to compare the Plan to the true alternative of
dismissal and a race to the courthouse, which greatly benefits the
first to sue over the claims of others.  Nevertheless, in a
hypothetical liquidation, Bishop Skylstad asserts that all
Creditors will receive more under the Plan than they would in a
liquidation.

In a liquidation, not only would the assets subject to restriction
be in dispute, but the Participating Third Parties and Settling
Insurers would not voluntarily contribute without the
corresponding benefit of putting these claims behind them, Bishop
Skylstad says.

The Diocese will file a liquidation analysis, notwithstanding its
position regarding the application of the best interests of
creditors test to a non-profit entity, within 20 days after the
date upon which the extent and nature of the Diocese's Estate has
been determined with total and complete finality.

Bishop Skylstad assures the Court that Creditors will not receive
less under the Plan than they would receive in a hypothetical  
Chapter 7.

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. 44; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Ct. Directs Spokane Parties to File Witness Lists  
------------------------------------------------------------------
As reported in the Troubled Company Reporter on June 3, 2005, the
Diocese of Spokane asked Judge Williams of the U.S. Bankruptcy
Court for the Eastern District of Washington to set the bar date
for filing non-governmental proofs of claim at 90 days after the
Court approves the request or at another date that the Court
determines to be appropriate under the circumstances.

The Tort Claimants' Committee objects to the Diocese of Spokane's  
Proposed Scheduling Order to the extent the Proposed Scheduling  
Order permits the Debtor or other parties to add new witnesses and
present the direct testimony of their witnesses in person instead
of by use of their filed declarations.  The Tort Committee argues
that adding new witnesses and using live direct testimony is
unnecessary and would add further unnecessary delay and expense.

George E. Frasier, Esq., at Riddell Williams P.S., in Seattle,  
Washington, notes that the only declaration filed by Spokane is
the September 21, 2005 Declaration of Jeffrey Nels Younggren,  
Ph.D., which discussed whether the Future Claimants  
Representative will file claims for causal link victims, and
whether Spokane's proposed form on notices and proofs of claim are
adequate.

Mr. Frasier says the Diocese has had more than ample time to
present the direct testimony of its expert by declaration.  
Permitting live direct testimony would practically require the  
Tort Committee and the FCR to present their experts' direct
testimony live or by video deposition.

"This might well exceed the time available for the hearing on  
November 17 and 18, [2005]," Mr. Frasier asserts.

                  FCR Files Witness Declaration

At the Court's directive, Gayle E. Bush, the Future Claims
Representative, filed a Declaration of Daniel W. Brown, Ph.D.

Mr. Bush relates that he retained Dr. Brown to advise him with
respect to trauma resulting from childhood sexual abuse and the
issues relating to the abuse.  Mr. Bush sought advice on issues in
connection with Spokane's proposal to bar claims of a certain
category of claimants if they do not submit a proof of claim, and
the notice Spokane proposes to give the claimants.

Dr. Brown is a licensed psychologist in the Commonwealth of  
Massachusetts, an assistant clinical professor in Psychology at  
Harvard Medical School, and an adjunct professor at Simmons  
School of Social Work.

According to Dr. Brown, there are a number of problems with
Spokane's proposal.  The problems arise from the Spokane's failure
to address the particular issues unique to childhood sexual abuse.  

Dr. Brown observes that Spokane is seeking to compel certain
victims to assert claims even though they are unable to connect
their abuse with any injury at this time, or to lose that right
forever.  Dr. Brown also believes that through its proposed
notice, Spokane is seeking to force the victims to deal with the
very organization that provided the environment in which the
childhood sexual abuse occurred.  

"What [Spokane] proposes will likely result in few, if any, future
claimants coming forward in response to their notices, and those
that are unable to come forward will lose their claim against the
Debtor forever," Dr. Brown maintains.

The effect of childhood sexual abuse is unique as compared with
other traumatic experiences in that it can take decades before a
victim realizes that he or she has been injured as a result of
that abuse, Dr. Brown says.  There are a number of explanations
for a victim's failure to realize the injury for decades after the
abuse.

In particular, Dr. Brown points out that:

   * Males tend to under-report sexual abuse.  Gender differences  
     show that sexually abused boys are less likely than sexually    
     abused girls to consider the sexual abuse to be abuse.

   * Approximately 70% of abused children fail to disclose, only  
     partially disclose, or delay disclosure of sexual abuse,
     even when they have a clear memory of the abuse.  Statistics  
     demonstrates that the majority of sexually abused children
     do not readily disclose abuse, for a variety of reasons.
  
   * A significant number of victims of childhood sexual abuse  
     who have a continuous memory of the abuse fail to report the  
     abuse even when interviewed several decades after the  
     alleged abuse because:

        (1) they do not understand the questions posed to them  
            about abuse;

        (2) they never understood the childhood sexual abuse to  
            be abuse -- misappraisal;

        (3) they understand that they were sexually abused as a  
            child, but fail to make a causal link between their  
            childhood sexual abuse and adult psycho-pathology,  
            psychiatric symptoms or emotional distress -- failed  
            causal linkage; or

        (4) they understand that they were sexually abused but  
            have strong emotional reactions like shame, guilt,  
            fear, outrage, or psychological defenses that  
            prohibited them from talking about it.

For these individuals, Dr. Brown says, talking about the childhood
sexual abuse as an adult is an emotional crisis associated with
significant emotional distress, the emergence of psychiatric
symptoms like posttraumatic, dissociative, depressive, and anxiety
symptoms, or a deterioration in functioning.  

Also, some sexually abused individuals have a discontinuous memory
for the abuse, in that they have blocked the abuse memory from
consciousness and do not understand they were.

"[A] significant portion of victims of childhood sexual abuse
would not likely respond to the Notice within the time frame
proposed by [Spokane] because they have misappraised the abuse or
have failed to make a causal link between the abuse and adult life
problems, resulting in a victim being unaware that he or she was
entitled to recourse against the Debtor," Dr. Brown explains.

"Similarly, it is likely that victims would not respond because
they have strong emotional reactions that would interfere with
disclosure, or partially or fully fail to remember the abuse," he
adds.

                          *     *     *

Judge Williams directs parties-in-interest to file and exchange
witness lists, including their designation as experts and the
subject matter of their testimony, and to indicate whether
witnesses will be testifying live, by video, or by declaration,
for their direct testimony.

Judge Williams wants the discovery completed by October 31, 2005.

The Court will conduct a pretrial conference on November 10,
2005, at 10:30 a.m., at which time the Court will enter a final
pretrial order.

Judge Williams will conduct an evidentiary hearing on the Claims  
Bar Date Request in open court on November 17, 2005, at 9:00 a.m.,
and, if necessary, on November 18, 2005, at 9:00 a.m.

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. 44; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CELLU TISSUE: S&P Affirms Corporate Credit Rating at B
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on Cellu Tissue Holdings Inc. and
removed all ratings from CreditWatch, where they were placed with
positive implications on June 16, 2005.
     
The outlook is stable.  The June CreditWatch placement followed
the announcement that Cellu Tissue would be acquired by
Kohlberg & Co. LLC and merged with Thilmany LLC (B+/Stable/--).
     
"The affirmation and CreditWatch removal reflect the termination
of the merger agreement on October 6, 2005.  We had expected the
proposed merger to result in a slightly stronger business profile
for the combined company," said Standard & Poor's credit analyst
Kenneth L. Farer.
     
At Aug. 25, 2005, Cellu Tissue had lease-adjusted debt of
$169 million.
     
The ratings on Cellu Tissue reflect:

   * the company's very aggressive financial policies;

   * modest sales, cash flows, and equity base;

   * vulnerability to volatile pulp and energy costs, highly
     competitive market conditions;

   * concentration of and competition with customers; and

   * slightly declining demand during the past few years for one
     of its key products -- machine-glazed paper.

These risks outweigh:

   * the company's good position in some niche product categories;

   * the benefit of meaningful operating cost reductions during
     the past two years; and

   * capacity to increase sales volumes.
     
Cellu Tissue is a small manufacturer and converter of tissue and
machine-glazed paper, with sales of $333 million for the fiscal
year ended February 28, 2005.


CHOICE COMMUNITIES: Files Plan of Reorganization in Maryland
------------------------------------------------------------
Choice Communities, Inc., dba Eastpoint Nursing & Rehabilitation
Center, submitted its Plan of Reorganization to the U.S.
Bankruptcy Court for the District of Maryland on Oct. 3, 2005.

Under the Plan, classes of claims against and interests in the
Debtor are divided into 6 groups.

                 Class 1: Bondholders Claims

Bondholders Claims will be an allowed Secured Claim totaling
$10,090,000.  Holders of the Allowed Series 1998A Bonds will
receive on account a Pro Rata share of the New Series A Bonds.  
Holders of the Allowed Series 1998B Bond Claim will receive on
account a Pro Rata share of the New Series B Bonds.

The terms of the New Series A Bonds and New Series B Bonds will be
set in the New Indenture Loan Agreements which includes:

    * Interest Rates

      Both the New Series A Bonds and New Series B Bonds shall
      have interest rates of 7.12%

    * Payment and Maturity Dates

      Beginning on Nov. 30, 2005 and thereafter on the 30th day of
      Dec. 2005 to Apr. 2006, the Debtor shall pat to the
      Indenture Trustee, on account of and in satisfaction of the
      New Bonds, the sums of $29,934.  Beginning on May 2006 and
      continuing on the 30th day of each subsequent month, the
      Debtor shall pay the Indenture Trust the sum of $59,867.

      The Accrued Bondholder Interest shall be deferred and shall
      not otherwise be due and payable until the maturity date of
      the New Bonds, provided that if the Reorganized Debtor makes
      all payments in accordance with the terms of the New Bonds,
      the Accrued Bondholder Interest shall be deemed waived and
      not due or payable at the maturity date.  The New bonds will
      mature in a single maturity on Dec. 31, 2035.

    * Collateral

      As collateral security for the New Bonds, the Indenture
      Trustee shall, pursuant to the New Indenture Loan Agreement,
      be granted a lien and security interest upon all of the
      Assets of the Reorganized Debtor to the same extent and
      priority provided in the Indenture Deed of Trust, Indenture
      Loan Agreement or Indenture Trust.

      The lien and security interest granted to the Indenture
      Trustee by the terms of the Plan shall be subordinate to a
      security interest granted pursuant to the terms of the Exit
      Facility in the Reorganized Debtor's accounts receivables to
      the extent of any funds advanced, from time to time in an
      amount not to exceed the maximum amount of the Exit
      Facility.

              Class 2: Eastpoint Associates Claims

Eastpoint Associate Limited Partnership's Claim are Claims
asserted against the Debtor by Eastpoint Associates, or any
successor thereto, due under or in connection with the Non-
Negotiable Subordinated Promissory Note dated Apr. 30, 1998 in the
principal sum of $750,000, the Subordinated Deferred Purchase
Money Deed of Trust and the Subordination Agreement executed in
connection therewith.

Under the Plan, Eastpoint Associates Claims will be considered an
Undersecured Claim and be treated as a Class 5 Unsecured Claim.

                   Class 3: DHMH Claims

State of Maryland Department of Health and Metal Hygiene Claims
are Claims asserted against the Debtor in connection with:

    (i) any cost settlements for fiscal years ending prior to
        the Petition Date, and

   (ii) any sums advanced to the Debtor from the Interim Working
        Capital Fund.

The Debtor will pay the DMH the Allowed Amount of its claims in 60
consecutive monthly payments plus 3% simple interest.  The first
payment will be due on the later of:

    (a) the 30th day of the first full month following the
        Effective Date; or

    (b) 30th day of the first full month following the date such
        Claim becomes allowed.

                Class 4: Senior Care Claims

Senior Care Management Services Inc. Claims will be an allowed
Secured Claim in the aggregate principal amount of not more than
$71,000 plus any accrued and unpaid interest pursuant to the terms
of the Revolving Loan.  The Claim will be satisfied from funds
advanced to the Reorganized Debtor pursuant to the terms of the
Exit Facility.

                Class 5: Unsecured Claims

On the Effective Date, the Debtor will execute and deliver to the
Disbursing Agent Promissory Notes which will be a non-interest
bearing note in the principal amount of $50,000, due and payable
in one payment on the date that is the last of the 5 Unsecured
Claim Payment Dates.

Holders of Allowed Class 5 Claims will receive their Pro Rata
share of the Distributable Class.  The payments will be
distributed on April 1st of each of the four calendar years
following the year in which the Court enters the Confirmation
Order.  If the minimum aggregate amount distributed by the Debtor
to the holders of Class 5 Claims on or before the last of the 5
Unsecured Claim Payment Dates is greater than $50,000, the Class 5
Promissory Note will be deemed satisfied in full.

                    Class 6: 510(c) Claims

Holders of the 510(c) Claims will not get anything under the Plan.

                       Exit Facility

Senior Care has committed a $500,000 exit facility in
substantially the same form and content as the Revolving Credit
Note and the Revolving Loan and Security Agreement between the
Debtor and Senior Care, each dated as of Jan. 1, 2004.

Headquartered in Baltimore, Maryland, Choice Communities, Inc.,
owns and operates a licensed 180-bed nursing facility.  The
Company filed for chapter 11 protection on Jan. 24, 2005 (Bankr.
D. Md. Case No. 05-11536).  Joel I. Sher, Esq., Richard M.
Goldberg, Esq., and Paul V. Danielson, Esq., at Shapiro Sher
Guinot & Sandler represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million and $10 million and
estimated debts between $10 million to $50 million.


COMPOSITE TECH: Court Okays $6 Million Senior Debt Placement
------------------------------------------------------------
The Hon. John E. Ryan of the U.S. Bankruptcy Court approved
Composite Technology Corporation's placement of 6% senior
convertible notes in the aggregate principal amount of $6 million
to six investors pursuant to the terms and conditions of a
Securities Purchase Agreement entered into on Sept. 26, 2005, as
amended on Oct. 3, 2005, and Oct. 7, 2005.  The Notes will be
convertible into shares of the Company's common stock at a
conversion price of $1.55 per share.

Headquartered in Irvine, California, Composite Technology
Corporation -- http://www.compositetechcorp.com/-- provides high    
performance advanced composite core conductor cables for electric
transmission and distribution lines.   The proprietary new ACCC
cable transmits two times more power than comparably sized
conventional cables in use today.  ACCC can solve high-temperature
line sag problems, can create energy savings through less line
losses, and can easily be retrofitted on existing towers to
upgrade energy throughput.  ACCC cables allow transmission owners,
utility companies, and power producers to easily replace
transmission lines without modification to the towers using
standard installation techniques and equipment, thereby avoiding
the deployment of new towers and establishment of new rights-of-
way that are costly, time consuming, controversial and may impact
the environment.  The Company filed for chapter 11 protection on
May 5, 2005 (Bankr. C.D. Calif. Case No. 05-13107).  Leonard M.
Shulman, Esq., at Shulman Hodges & Bastian LLP, represents the
Debtor in its restructuring efforts.  As of March 31, 2005, the
Debtors reported $13,440,720 in total assets and $13,645,199 in
total liabilities.


DELPHI CORP: Wants Court Okay to Appoint Retirees' Representative
-----------------------------------------------------------------          
To successfully reorganize, Delphi Corporation and its debtor-
affiliates require significant cost reductions and labor
modifications, including elimination of retiree medical and life
insurance benefits for its hourly active employees and current
hourly retirees whose benefits were covered by a collective
bargaining agreement.

Under Section 1114 of the Bankruptcy Code, the Debtors may
eliminate retiree medical and life insurance benefits only if the
Debtors and the "authorized representative" of the current hourly
retirees agree to an elimination of retiree medical and life
insurance benefits, or if the Debtor and the authorized
representative do not reach an agreement and the U.S. Bankruptcy
Court for the Southern District of New York authorizes elimination
of those benefits pursuant to the standards set forth in Sections
1114(g) and/or (h).  

Thus, John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago, Illinois, asserts, to reach an
agreement or to seek relief from the Court, an "authorized
representative" of the current hourly retirees must be recognized
and/or appointed.

Although Section 1114(c) deems that "[a] labor organization shall
be the authorized representative of persons receiving any retiree
medical and life insurance benefits covered by any collective
bargaining agreement to which that labor organization is
signatory," in the event that a labor organization elects not to
serve as the authorized representative, Mr. Butler contends, the
Court must appoint a committee of retired employees from among
those persons to serve as their authorized representative.

The Debtors believe that the International Unions representing
the various employee groups will agree to serve as the authorized
representatives for their current retirees for purposes of
Section 1114.  In the event, however, that one or more of the
International Unions refuse to serve as the authorized
representatives of retired hourly employees, the Debtors ask the
Court to approve their proposed procedures for the solicitation,
nomination, and appointment of members to a committee to serve as
the "authorized representative" of those retired hourly employees
of the Debtor who are entitled to receive "retiree benefits"
within the meaning of Section 1114(a) of the Bankruptcy Code, and
who are not represented by a labor organization acting as their
authorized representative.

Because cost reductions and labor modifications are necessary for
their successful reorganization, the Debtors tell the Court that
they intend to file, on or about December 16, 2005, various
motions to:

   (a) reject the collective bargaining agreements of those
       Unions with which, as of that date, the Debtors do not
       have ratified, signed, agreements for modifications to
       their collective bargaining agreements, and

   (b) eliminate retiree medical and life insurance benefits of
       existing Union-represented retirees.

Mr. Butler clarifies that the Debtors do not at this time plan to
eliminate retiree health care for salaried and management
retirees because these retirees are differently situated than the
Union-represented retirees.  The Debtors have the right
unilaterally to eliminate health care for retirees, and earlier
this year eliminated health care benefits for salaried and
management retirees over age 65.  Furthermore, those retirees are
not entitled to benefits under the General Motors benefit
guarantee, and the savings achieved by elimination of pre-65
health care would be significantly offset by the costs associated
with the legal requirement to offer those retirees lifetime COBRA
benefits. The Debtors will continue to monitor the need to
eliminate these benefits, however, and reserve the right to seek
appointment of a retiree committee for non-union retirees later.

             Procedures For Solicitation, Nomination,
                and Approval of a Retiree Committee

The Debtors propose these procedures:

   (a) Retirees whose retiree medical and life insurance benefits
       were initially conferred by a collective bargaining
       agreement between the Debtors and International Unions
       will be deemed to be represented by the International
       Unions as their authorized representative for purposes of
       Section 1114, unless any that International Union gives
       written notice to the Debtors that it will not serve as
       those retirees' authorized representative, that written
       notice being delivered so as to be actually received by
       the Debtors' counsel on or before October 18, 2005.

   (b) Any International Union that will serve as the authorized
       representative of its Union Retirees pursuant to Section
       1114(e) will not be represented on the Retiree Committee.

   (c) In the event that an International Union elects not to
       represent its Union Retirees for purposes of Section 1114,
       and gives proper notice of that election, the Debtors will
       solicit Union Retirees from each "Unrepresented Union" to
       serve as an authorized representative on the Retiree
       Committee.  Nominations for representative(s) will be
       solicited from all Union Retirees for each Unrepresented
       Union.

   (d) Once the Debtors have received nominations for
       representatives from any Unrepresented Union Retirees, the
       Debtors will review the nominations with the Office of the
       United States Trustee, who may choose to recommend
       nominees to the Court.  Upon completing their review of
       nominees, on November 8, 2005, the Debtors will file with
       the Court a list of proposed candidates to serve on the
       Retiree Committee for appointment by the Court.  All
       Unrepresented Union Retirees will have received a notice
       indicating that the list of proposed candidates will be
       available at http://www.delphidocket.com/or by contacting  
       the Debtors' claims agent, whose contact information will
       be contained in the notice.  In addition, service of that
       list will be made to the Debtors' unions, the U.S.
       Trustee, the official committee of unsecured creditors,
       and other parties that have requested service of all
       pleadings in the Debtors' cases.  "If no party files an
       objection to the proposed slate of candidates and serves
       such objection upon the Debtors, the U.S. Trustee, and the
       Creditors' Committee on or before November 15, 2005,"
       [sic] the Court may order the appointment of those
       candidates to the Retiree Committee without further notice
       or hearing.

   (e) The Debtors will ask the Court to appoint a single Retiree
       Committee to represent all Unrepresented Union Retirees
       for all purposes under Section 1114.  The Debtors will
       consult with the U.S. Trustee to determine the appropriate
       membership of the Retiree Committee to best reflect the
       composition of the retirees to be represented by the
       Retiree Committee.

Mr. Butler asserts that a single Retiree Committee will
adequately represent the interests of all Unrepresented Union
Retirees and it will permit the Debtors to conduct focused
negotiations with one entity.  Moreover, a single Retiree
Committee will lessen the financial burden on the Debtors'
estates.  Pursuant to Section 1114(b)(2), a Retiree Committee may
seek to have its reasonable out-of-pocket expenses, as well as
the fees and costs of its advisors, paid out of the assets of the
Debtors' estates.  More than one Retiree Committee would multiply
the amount of costs and fees sought from the Debtors' estates. In
addition, Mr. Butler says, multiple Retiree Committees would
needlessly complicate the negotiation process.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Court Allows Continued Use of Cash Management System
-----------------------------------------------------------------          
In the ordinary course of their businesses, all but three of
Delphi Corporation and its debtor-affiliates utilize an
integrated, centralized cash management system, under which funds
collected by different operational divisions of the Debtors at
various banks in various locations throughout the world are,
through a series of transactions, transferred to concentration
accounts and used, through other accounts, to pay operating
expenses.

The Integrated Cash Management System is managed primarily by the
Debtors' financial personnel in Troy, Michigan through
coordination with certain third-party processing service
providers.  By utilizing the Integrated Cash Management System,
the Debtors, are able to facilitate cash forecasting and
reporting, monitor collection and disbursement of funds, and
maintain control over the administration of the various bank
accounts required to effect the collection, disbursement, and
movement of cash.

John Wm. Butler, Jr., Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Chicago, Illinois, asserts that the Integrated Cash
Management System provides significant benefits to all of the
Debtors, including the ability to:

    (a) control corporate funds centrally;

    (b) invest idle cash;

    (c) ensure availability of funds when necessary; and

    (d) reduce administrative expenses by facilitating the
        movement of funds and the development of more timely and
        accurate balance and presentment information.

Furthermore, the use of a centralized cash management system, Mr.
Butler continues, reduces interest expenses by enabling the
Debtors to utilize all funds within the system rather than
relying upon short-term borrowing to fund the Debtors' and their
non-Debtor subsidiaries' cash requirements.

Mr. Butler informs the U.S. Bankruptcy Court for the Southern
District of New York that the vast majority of the Debtors'
operating accounts are concentrated in ten U.S. banks and are
centered around a treasurer account held by Delphi Automotive
Systems LLC at Bank One-Michigan, which acts as the "hub" for the
accounts comprising the Integrated Cash Management System.  Most
of the ten U.S. banks have a concentration account and one or more
attached zero balance accounts.

The Debtors utilize a treasury management system known as
"Integra-t" to:

   * manage the daily flow of funds through the Integrated Cash
     Management System;

   * reconcile the concentration accounts; and

   * post cash transactions to the general ledger in an automated
     fashion.

               Independent Cash Management Systems

The three Debtors that do not participate in the Integrated Cash
Management System are:

   -- Delphi Integrated Service Solutions, Inc.,
   -- Delphi Medical Systems Colorado Corporation, and
   -- Specialty Electronics, Inc.

These Debtors, along with other foreign, non-Debtor affiliates,
maintain their own stand-alone cash management systems at Bank
One-MI, Branch Banking & Trust Company, JPMorgan, and UMB Bank,
N.A. that are not subject to zero balance arrangements.

Generally, each of these Debtors may maintain one or more:

   (a) lockbox or deposit accounts to receive deposits;

   (b) ZBAs used to make payments on account of various
       disbursements; and

   (c) stand-alone accounts used for a variety of purposes,
       including, inter alia, the processing of bankcard
       transactions.

In addition, four non-Debtor United States affiliates also
maintain stand-alone cash management systems:

   -- Delphi Automotive Systems-Ashimori LLC,
   -- HE Microwave LLC,
   -- MobileAria, Inc., and
   -- Delphi Furukawa Wiring Systems LLC.

Colorful charts illustrating the movement of funds through the
Integrated and Independent Cash Management Systems are available
for free at http://bankrupt.com/misc/cashmanagementcharts1.pdf

On an emergency basis, the Court approved the Debtors' continued
use of their existing cash management systems.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Court Okays Continued Use of Existing Bank Accounts
----------------------------------------------------------------          
To supervise the administration of chapter 11 cases, the U.S.
Trustee has established certain operating guidelines for debtors-
in-possession.  These guidelines require chapter 11 debtors to,
among other things:

   (a) close all existing bank accounts and open new debtor-in-
       possession bank accounts,

   (b) establish one debtor-in-possession account for all estate
       monies required for the payment of taxes, including
       payroll taxes, and

   (c) maintain a separate debtor-in-possession account for cash
       collateral.

Delphi Corporation and its debtor-affiliates seek a waiver of the
U.S. Trustee requirement that their bank accounts be closed and
that new postpetition bank accounts be opened.  If enforced, those
requirements would cause enormous disruption in the Debtors'
businesses and would impair the Debtors' efforts to pursue
alternatives to maximize the value of their estates.

The Debtors' bank accounts comprise an established cash management
system that the Debtors need to maintain in order to ensure smooth
collections and disbursements in the ordinary course of their
businesses.

Under the Integrated Cash Management System, the Debtors
maintain:

   (1) a Treasurer Account as the central concentration account;
   (2) Concentration Accounts;
   (3) Controlled Disbursement Accounts;
   (4) Receipt And Lockbox Accounts;
   (5) Non-U.S. Accounts;
   (6) Netting Accounts;
   (7) Foreign Currency Exchange Rate Risk Management Accounts.

Under the Independent Cash Management Systems, Delphi Integrated
Service Solutions, Inc., Delphi Medical Systems Colorado
Corporation, and Specialty Electronics, Inc., maintain:

   (1) Payroll Pay-Through Accounts; and
   (2) Investment and Settlement Accounts.

A nine-page list of the Debtors' existing bank accounts is
available for free at http://bankrupt.com/misc/delphibankaccts.pdf

If necessary, the Debtors contend that they should also be
permitted to open new accounts wherever they are needed.

Subject to a prohibition against honoring prepetition checks
without specific authorization from the U.S. Bankruptcy Court for
the Southern District of New York, the Debtors request that their
existing bank accounts be deemed debtor-in-possession accounts and
that their maintenance and continued use, in the same manner and
with the same account numbers, styles, and document forms as those
employed during the prepetition period, be authorized.

According to the Debtors, the accounts that they maintain at
Foreign Banks are vital to their ongoing business operations
because those accounts are integral to the Integrated Cash
Management System and their financial transactions with their
foreign affiliates, vendors, and other entities.  Foreign
operations constitute a material part of the Debtors' business
and, therefore, the Debtors simply cannot operate without the
maintenance of their accounts at the Foreign Banks.

Therefore, the Debtors also seek the Court's authority to
maintain their existing accounts at the Foreign Banks and open
new accounts if necessary.

                        *     *     *

The Court approves the Debtors' request on an emergency
basis.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELTA AIR: Qwest Wants Court to Reconsider Utility Injunction
-------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates sought and obtained
an order from the U.S. Bankruptcy Court for the Southern District
of New York:

    (i) prohibiting utility companies from altering, refusing,
        or discontinuing any utility services to the Debtors;

   (ii) determining that utility companies have adequate assurance
        of payment within the meaning of Section 366 of the
        Bankruptcy Code, without the need for payment of
        additional deposits or security; and

  (iii) establishing the procedures for resolving requests by
        utility companies for additional assurances of future
        payment.

The Debtors obtain electricity, natural gas, oil, water, sewer
trash collection, fuel, telecommunications, cable, telephone, and
other similar services from utility companies.

According to Marshall S. Huebner, Esq., at Davis Polk & Wardwell,
in New York, the Debtors have a very good payment history with the
utility companies.  Few, if any, defaults or arrearages of any
significance exist with respect to the Debtors' undisputed utility
services invoices, other than payment interruptions that may be
caused by the Debtors' Chapter 11 filing.

Pursuant to Section 366 of the Bankruptcy Code, for the first 20
days after the Petition Date, a utility is barred from
discontinuing service to a debtor solely on the basis of the
bankruptcy filing or the nonpayment of a prepetition debt.
Following that period, however, utilities may discontinue services
if the debtor does not provide adequate assurance of future
performance of its postpetition obligations.

Mr. Huebner tells Judge Beatty that because of the nature of the
Debtors' operations, it is essential that the utility services
continue uninterrupted.  He warns that, should any utility company
refuse or discontinue service, even for a brief period, the
Debtors' business operations could be severely disrupted.

                  Adequate Assurance of Payment

The Debtors will provide adequate assurance of payment to each
utility company in the form of an administrative expense priority
claim for any unpaid postpetition utility services rendered.

Mr. Huebner notes that, before the Petition Date, the average
monthly cost of utility services was approximately $12.9 million.
Adequate assurance of payment to the utility companies is
manifestly evident in the Debtors' Chapter 11 cases, given their
current cash position.  As of August 31, 2005, the Debtors had
approximately $1.225 billion in cash, cash equivalents and short-
term investments.

In addition, the Debtors have obtained interim approval of a
substantial debtor-in-possession financing facility with General
Electric Capital Corporation that will provide them with more than
sufficient availability of funds with which to pay all
postpetition utility charges and other administrative expenses.

               Requests for Additional Assurances

Absent a further Court order, no utility company, whether under
direct relationship with the Debtors or through the Debtors'
landlords may alter, refuse, or discontinue service to, or
discriminate against the Debtors, or require the payment of a
deposit or other security in connection with the utility company's
continued provision of utility services.

The Debtors will entertain requests for additional adequate
assurance in the form of a deposit or other security, subject to
these procedures:

    (a) The request must be in writing and set forth:

        (1) the location for which the utility services are
            provided,

        (2) the payment history for the most recent six months,

        (3) a list of any deposits or other security currently
            held by the utility company on account of the Debtors
            and

        (4) a description of any prior material payment
            delinquency or irregularity.

    (b) The request for additional adequate assurance must filed
        by the Court and served to the Debtors;

    (c) If a utility company timely files a request that the
        Debtors believe is unreasonable, the Debtors will file a
        motion for determination of adequate assurance of payment
        and schedule a hearing as soon as practicable after
        receiving the request and discussing the request with the
        utility company;

    (d) The utility company will be deemed to have adequate
        assurance of payment unless and until the Court enters a
        final order to the contrary in connection with the
        Determination Hearing; and

    (e) Any utility company that does not timely file a request
        will be prohibited from discontinuing, altering, or
        refusing service to the Debtors and will be deemed to
        have adequate assurance.

                Utilities Covered in the Request

Pursuant to Sections 503(b) and 507(a)(1) of the Bankruptcy Code,
the Debtors have identified more than 750 utility companies that
provide them with services.  They reserve the right to identify
additional utilities.

The Debtors will serve a copy of the Utility Injunction Order to
all of the utility companies.

             Qwest asks Court to Reconsider Order

Qwest Corporation is the incumbent local exchange carrier
providing telecommunications services in 14 states in western
United States.  QC provides telecommunications services to the
Debtors through hundreds of accounts.

Qwest Communications Corporation is a provider of various
broadband telecommunications services.  QCC provides
telecommunications services to the Debtors pursuant to certain
contracts or agreements.

QC and QCC provide in excess of $66,000 and approximately $358,000
in monthly services to the Debtors.

QC and QCC inform the Court that, due to the limited time
constraints, they could not comply with the requirements for
seeking additional adequate assurance of payment.

Andrew H. Sherman, Esq., at Sills, Cummis, Epstein & Gross P.C.,
in New York, explains that, because QC maintains hundreds of
accounts with the Debtors, it is an extremely time consuming and
labor intensive task to investigate the payment history, location
and material payment delinquency for each account.

According to Mr. Sherman, the requirements will impose unnecessary
burdens upon QC and QCC where the Debtors should have in their
possession the same information as they request.  He says that the
Debtors should know whether they paid QC and QCC, whether they
have deposits and whether there is a material payment delinquency.  
This information must be gathered for the Debtors to complete
their schedules and comply with the Rule 1007 of the Federal Rules
of Bankruptcy Procedure.

Mr. Sherman notes that that the Debtors do not explain why it is
necessary for QC and QCC to produce the requested information.
He claims that the Debtors are attempting to shift the burden of
producing information to the utilities, maybe trying to stall
adequate assurance resolution.

QC and QCC request that the requirements of location, payment
history, deposit and material payment delinquency be stricken.

Mr. Sherman tells the Court that QC and QCC did not have proper
notice of the Order and an opportunity to object.  Accordingly,
pursuant to Rule 9024 of the Federal Rules of Bankruptcy
Procedure, QC and QCC ask the Court to reconsider its order
approving the procedures for obtaining additional adequate
assurance.

In the alternative, QC and QCC ask the Court to submit their
request to a trial court under Rule 60(b)(6) of the Federal Rules
of Civil Procedure.

As adequate assurance of payment, the QC and QCC request that:

    (a) the Debtors should be required to immediately satisfy any
        postpetition obligations to QC and QCC and then prepay for
        services to be rendered by QC and QCC on the first and
        third day Wednesday of each month.  The bi-weekly
        prepayments should be equal to half the average of the
        monthly charges for QC and QCC over the 12-month period
        preceding the Petition Date;

    (b) the Debtors must post a deposit equal to the average of
        the monthly charges for QC and QCC over the 12-month
        period preceding the Petition Date.  To the extent the
        utility services increase or decrease during the pendency
        of the Debtors' Chapter 11 cases, the deposit should be
        increased or decreased on a quarterly basis;

    (c) upon any postpetition payment default, QC and QCC will be
        able to draw upon and be paid from the Deposit after a
        five-day notice and cure period.  If there is a draw upon
        the Deposit as a result of any default, the Debtors should
        be required to replenish the Deposit in the amount of the
        draw;

    (d) QC and QCC will be entitled to terminate services after a
        postpetition payment default, which remains uncured after
        notice and an opportunity to cure;

    (e) if the Debtors dispute a portion of any postpetition
        billing statement, invoice or request for payment, the
        dispute will not entitle the Debtors to withhold any
        payment otherwise due to QC or QCC.  All disputes should
        be filed in a timely manner and resolved in accordance
        with any applicable contract or tariff;

    (f) the Debtors acknowledge that all postpetition amounts
        owing by the Debtors to QC or QCC for services rendered
        will constitute administrative expenses of the Debtors'
        estates;

    (g) the Debtors will be required to provide QC and QCC with
        weekly flash reports with respect to their available cash
        and administrative liabilities, subject to reasonable
        confidentiality restrictions; and

    (h) in the event of a material adverse change in the liquidity
        of the Debtors or other material adverse change in the
        Debtors' circumstances that would affect the Debtors'
        ability to make a payment to QC or QCC, QC and QCC should
        be entitled to seek from the' Bankruptcy Court a
        determination of further or different adequate assurance.

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. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Interface Asks Court to Compel Assumption of Agreement
-----------------------------------------------------------------
Peter A. Zisser, Esq., at Holland & Knight LLP, in New York,
relates that Interface LLC and Delta Air Lines Inc. and its
debtor-affiliates are parties to an Integrated System Supply and
Handling Agreement for Hazardous and Non-Hazardous Products, dated
September 1, 1998, pursuant to which Interface provides the
Debtors with substantially all of their chemical needs, both
hazardous and non-hazardous, including, but not limited to, engine
oil and other lubricants, adhesives, cleaners, coatings, paints
and solvents for their operations worldwide.  In addition,
Interface provides specialized hazardous and non-hazardous
storage, distribution and waste collection services in connection
with the sale of the Products.

Given the huge amount of publicity surrounding the Debtors'
financial troubles before its bankruptcy filing, and their
admission of their apparent financial distress, Interface
legitimately became concerned that the Debtors would not be able
to honor their obligations under the Interface Agreement, Mr.
Zisser tells the Court.  Thus, as permitted under Sections 2-609
and 2-702 of the Uniform Commercial Code, as adopted in Georgia,
Interface, by letter dated September 13, 2005, informed the
Debtors that they need to pay three invoices, totaling
$1,160,506, that were due and owing.  Absent the immediate payment
of the invoices or other adequate assurance that Interface would
receive prompt payment, Interface said it would not be able to
continue providing the Debtors with the Products and Services.

The Debtors, conversely, insisted that they were entitled to a
five-day grace period under the Interface Agreement before
Interface could cease providing them with the Products and
Services.  The Debtors further insisted that since the five days
had not run from the time of the September 13th Letter, Interface
must continue to provide the Debtors with the Products and
Services.

Interface, nevertheless, countered that its September 13th Letter
was not a termination of the Interface Agreement, but rather was a
notice of suspension of performance and demand for payment or
assurance as allowed under the UCC.  Thus, Mr. Zisser asserts that
the Debtors' insistence that Interface was required to perform
under the Interface Agreement so that they could take advantage of
the five-day grace period was clearly erroneous.

However, in the interest of cooperation, Mr. Zisser says,
Interface will continue to provide the Debtors with the Products
to the extent it is able on an as-needed basis.  But without
assumption of the Interface Agreement and the Debtors' adequate
assurance of future performance, he emphasizes that Interface will
be unable to continue full performance under the Interface
Agreement.

Accordingly, Interface asks the U.S. Bankruptcy Court for the
Southern District of New York to compel the Debtors to either
assume or reject the Interface Agreement.

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. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DONALD C. BAUERLE: Wants to Hire Gronek & Latham as Bankr. Counsel
------------------------------------------------------------------          
Donald C. Bauerle, a/k/a Donald C. Bauerle, Jr., asks the U.S.
Bankruptcy Court for the Middle District of Florida for permission
to employ Gronek & Latham, LLP as its general bankruptcy counsel.

Gronek & Latham will:

   1) advise the Debtor of its rights and duties as a debtor and
      debtor-in-possession in the continued operation and
      management of its business and property;

   2) assist the Debtor in preparing and negotiating a plan of
      reorganization and an accompanying disclosure statement;

   3) take all other necessary actions incident to the proper
      administration and preservation of the Debtor's estate; and

   4) perform all other legal services to the Debtor that are
      necessary and appropriate in it chapter 11 case.

Elizabeth A. Green, Esq., at Partner of Gronek & Latham, disclosed
that her Firm received an $87,000 retainer from Codisco, Inc., a
Florida corporation in which the Debtor is a shareholder.

Gronek & Latham had not yet submitted the hourly rates of its
professional performing services to the Debtor when the Debtor
filed its request with the Court to employ the Firm as its
bankruptcy counsel.

Gronek & Latham assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Debary, Florida, Donald C. Bauerle, a/k/a Donald
C. Bauerle, Jr., filed for chapter 11 protection on Oct. 11, 2005
(Bankr. M.D. Fla. Case No. 05-13634). When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


DP 8 LLC: Court Okays Return of $4.5 Mil. Sequestered Funds  
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
the release and return of approximately $4.5 million in
sequestered funds to DP 8 LLC.

The Debtor had placed the $4.5 million fund into the trust account
of attorney Lawrence C. Wright pursuant to the terms of their
amended Disclosure Statement.  

The Debtor made the deposit to quell objections that its original
Disclosure Statement lacked adequate showing of the Plan's
feasibility.  

Specifically, the objectors questioned whether the Debtor would
have ready cash on hand to buyout Southwest Properties and
Lobollanta Dairy's interests should these members make the opt-out
election when casting their ballots.

As previously reported in the Troubled Company Reporter, holders
of the Debtor's membership interests can choose to receive a cash
payment in exchange for their existing membership rights and
interests.  Withdrawing Members will no longer be members of
reorganized DP 8, but will retain ownership of their respective
economic interest until full payment is made.

Plan voting closed on Aug. 25, 2005, and Southwest Properties and
Lobollanta Dairy did not make the opt-out election.  Because the
two members did not choose an opt out, the $4.5 million was no
longer needed to show proof of the Plan's feasibility.

Headquartered in Mesa, Arizona, DP 8 L.L.C., a real estate
developer, filed for chapter 11 protection on July 30, 2004
(Bankr. Ariz. Case No. 04-13428).  Dale C. Schian, Esq., at Schian
Walker PLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection, it listed $13,626,000 in
total assets and $3,663,678 in total debts.


EL POLLO: Offers to Buy Back $110MM Outstanding 9-1/4% Sr. Notes
----------------------------------------------------------------
El Pollo Loco, Inc., in connection with its Stock Purchase
Agreement dated as of Sept. 27, 2005, is offering to purchase for
cash any and all of its outstanding $110,000,000 aggregate
principal amount of 9-1/4% Senior Secured Notes due 2009, on the
terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated
Oct. 12, 2005 and the accompanying Letter of Transmittal and
Consent.  The Company is also soliciting consents from holders of
the Notes for certain amendments that would, among other things
eliminate substantially all of the restrictive covenants and
certain of the events of default contained in the indenture under
which the Notes were issued.  Adoption of the proposed amendments
requires the consent of holders of at least a majority of the
aggregate principal amount of Notes outstanding.

The consent solicitation will expire at 5:00 p.m., New York City
time, on Oct. 25, 2005, unless earlier terminated or extended.  
The Offer will expire at 9:00 a.m., New York City time, Nov. 9,
2005, unless extended.

The total consideration to be paid for each validly tendered Note
(which shall include an amount paid in respect of the consent),
subject to the terms and conditions of the tender offer and
consent solicitation, will be paid in cash and calculated based in
part on the 3.0% U.S. Treasury Note due Dec. 31, 2006.  The total
consideration for each Note will be equal to the sum of the
present value of scheduled payments on such Note based on a fixed
spread pricing formula utilizing a yield equal to the Reference
Treasury Note, plus 50 basis points.  The detailed methodology for
calculating the total consideration for Notes is outlined in the
Offer to Purchase and Consent Solicitation Statement dated
Oct. 12, 2005 relating to the tender offer and the consent
solicitation.

Holders who validly tender their Notes by the Consent Time will be
eligible to receive the total consideration.  Holders who validly
tender their Notes after the Consent Time, but on or prior to the
Expiration Time, will be eligible to receive the total
consideration less $50 per $1,000 principal amount.

Holders who tender their Notes must consent to the proposed
amendments.  Tendered Notes may not be withdrawn and consents may
not be revoked after the Consent Time.

The Company's tender offer is conditioned on, among other things:

   -- that all of the conditions to the Acquisition (as defined in
      the Offer to Purchase and Consent Solicitation Statement
      dated Oct. 12, 2005), other than the successful completion
      of the Tender Offer and the Consent Solicitation, shall have
      been satisfied, or waived by our acquiror, and we shall have
      received applicable financing proceeds to pay the
      consideration for the Notes purchased in the tender offer;

   -- execution and delivery of a supplemental indenture which
      implements proposed amendments in respect of the Notes upon
      receipt of the consents required for those amendments.

The Company has retained Merrill Lynch & Co. to act as sole Dealer
Manager for the tender offer and as the Solicitation Agent for the
consent solicitation and can be contacted at 212-449-4914
(collect) or 888-ML4-TNDR (toll free).  Global Bondholder Services
Corporation is the Information Agent and can be contacted at 212-
430-3774 (collect) or 866-387-1500 (toll free).  Copies of the
Offer Documents and other related documents may be obtained from
the Information Agent.

The tender offer and consent solicitation are being made solely on
the terms and conditions set forth in the Offer Documents.  Under
no circumstances shall this press release constitute an offer to
buy or the solicitation of an offer to sell the Notes or any other
securities of the Company.  This press release also is not a
solicitation of consents to the proposed amendments to the
indenture.  None of the Company, the Dealer Manager or the
Information Agent makes any recommendation as to whether holders
of the Notes should tender their Notes or consent to the proposed
amendments to the indenture and no one has been authorized by any
of them to make such recommendations.  Holders must make their own
decisions as to whether to consent to the proposed amendments to
the indenture and to tender the Notes.

El Pollo Loco (pronounced "L Po-yo Lo-co" and Spanish for "The
Crazy Chicken") -- http://www.elpolloloco.com/-- is the nation's  
leading quick-service restaurant chain specializing in flame-
grilled chicken and Mexican-inspired entrees.  Founded in Guasave,
Mexico, in 1975, El Pollo Loco's long-term success stems from the
unique preparation of its award-winning "pollo" -- fresh chicken
marinated in a special recipe of herbs, spices and citrus juices
passed down from the founding family.  The marinated chicken is
then flame-grilled, hand cut and served hot off the grill with
warm tortillas, a wide assortment of side dishes and salsas
prepared fresh every day.  Rounding out the menu are fresh
flavorful entrees inspired by the kitchens of Mexico, including
grilled burritos, the original Pollo Bowl(R), Pollo Salads, Tacos
al Carbon and Quesadillas.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Standard & Poor's Ratings Services placed its ratings on El Pollo
Loco Inc. (B/Watch Neg/--) on CreditWatch with negative
implications, following the announcement that Trimaran Capital
Partners LLC has entered into a definitive agreement to purchase
the company from American Securities Capital Partners L.P. for an
undisclosed value.  The company had $123.5 million of outstanding
debt, plus $70 million in step-up notes, as of June 30, 2005.

"Because the transaction is likely to result in an increase in
debt to an already highly leveraged capital structure, the
company's credit profile is expected to deteriorate," said
Standard & Poor's credit analyst Robert Lichtenstein.

Standard & Poor's will monitor developments of the transaction,
including the structure of the proposed financing.


EMMIS COMMS: Earns $8.43MM of Net Income in Quarter Ended Aug. 31
-----------------------------------------------------------------
Emmis Communications Corporation delivered its quarterly report on
Form 10-Q for the quarter ending Aug. 31, 2005, to the Securities
and Exchange Commission on Oct. 10, 2005.  

The Company reported an $8.43 million net income on
$107.89 million of net revenues for the quarter ending August 31,
2005.  At August 31, 2005, the Company's balance sheet shows $1.82
billion in total assets and $452.59 million equity.  

Radio net revenues increased principally as a result of the
Company's acquisition of WLUP-FM in Chicago in January 2005.  

On a consolidated basis, pro forma net revenues for the
three-month and six-month periods ended August 31, 2005, increased
$5.5 million, or 5.3%, and $12.5 million, or 6.5%.

On a consolidated basis, pro forma station operating expenses,
excluding noncash compensation, for the three-month and six-month
periods ended August 31, 2005 increased $5.1 million, or 8.4%, and
$11.6 million, or 10.0%.

The increase in net income in the six-month period ended
August 31, 2005, is primarily attributable to the prior year's
loss on debt extinguishment, net of tax benefits.  Approximately
$59.3 million of the loss on debt extinguishment was not deducted
for purposes of calculating the provision (benefit) for income
taxes.

At August 31, 2005, the Company had cash and cash equivalents of
$26.8 million and net working capital of $75.0 million. At
February 28, 2005, we had cash and cash equivalents of $16.1
million and net working capital of $48.5 million.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?24e

Emmis Communications Corporation -- http://www.emmis.com/-- is an     
Indianapolis-based diversified media firm with radio broadcasting,  
television broadcasting and magazine publishing operations.  Emmis  
owns 23 FM and 2 AM domestic radio stations serving the nation's  
largest markets of New York, Los Angeles and Chicago as well as  
Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, Indiana.  
Emmis has recently announced its intent to seek strategic  
alternatives for its 16 television stations, which will result in  
the sale of all or a portion of its television assets.  In  
addition, Emmis owns a radio network, international radio  
stations, regional and specialty magazines and ancillary  
businesses in broadcast sales and book publishing.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Moody's Investors Service affirmed the long-term ratings of Emmis
Communications Corporation and its wholly owned subsidiary, Emmis
Operating Company, and changed the outlook to positive.

Emmis Operating Company:

   * Ba2 rating on its senior secured credit facilities; and

   * B2 rating on its $375 million of senior subordinated notes
     due 2012.

Emmis Communications Corporation:

   * B3 rating on the $350 million senior unsecured floating rate
     notes due 2012,

   * B3 rating on the 12.5% senior discount notes due 2011;

   * Caa1 rating on the $143.8 million of cumulative convertible
     preferred stock;

   * Ba3 corporate family rating; and

   * SGL-3 rating.

As reported in the Troubled Company Reporter on May 26, 2005,    
Standard & Poor's Ratings Services assigned its 'B-' rating to   
Emmis Communications Corp.'s $300 million senior unsecured
floating-rate notes due 2012.  


EMPORIA PREFERRED: Fitch Places Low-B Ratings on Two Cert. Classes
------------------------------------------------------------------
Fitch Ratings assigns these ratings to Emporia Preferred Funding
I, Ltd.:

     -- $280,140,000 class A delayed draw first priority senior
        floating-rate notes, due Oct. 12, 2018 'AAA';

     -- $36,615,000 class B-1 second priority senior floating-rate
        notes, due Oct. 12, 2018 'AA';

     -- $5,000,000 class B-2 second priority senior fixed-rate
        notes, due Oct. 12, 2018 'AA';

     -- $24,360,000 class C third priority subordinated deferrable
        floating-rate notes, due Oct. 12, 2018 'A';

     -- $24,360,000 class D fourth priority subordinated
        deferrable floating-rate notes, due Oct. 12, 2018 'BBB';

     -- $8,000,000 class E-1 fifth priority subordinated
        deferrable floating-rate notes, due Oct. 12, 2018 'BB';

     -- $5,195,000 class E-2 fifth priority subordinated
        deferrable fixed-rate notes, due Oct. 12, 2018 'BB'.

The ratings are based upon the credit quality of the underlying
assets, the credit enhancement provided to the capital structure
through subordination and excess spread, and the strength of
Emporia Capital Management LLC as asset manager to the portfolio
assets.

The ratings of the class A, B-1, and B-2 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the Oct. 12, 2018 legal final maturity
date.  The ratings of the classes C, D, E-1, and E-2 notes address
the likelihood that investors will receive ultimate and
compensating interest payments, as per the governing documents, as
well as the stated balances of notes C, D, E-1, and E-2 principal
by the Oct. 12, 2018 legal final maturity date.

The notes are supported by the cash flow of an asset portfolio
consisting of middle market senior secured loans and broadly
syndicated senior secured and second lien loans.  The majority of
the borrowers operate in the lodging and restaurants; food,
beverage, and tobacco; industrial/manufacturing, building, and
materials; and business services industries.

The expected portfolio will consist of 70% middle market senior
secured loans, 15% are broadly syndicated senior secured loans,
with the remaining 15% invested in second lien loans.  The
portfolio, which is 50% ramped at close, has a maximum Fitch
weighted average rating factor of 34.5 ('B/B-').  The expected
pool will have 72 obligors representing 83 senior loans, with no
single obligor representing more than 3% of the total portfolio
value.

During the six-year reinvestment period, principal collections may
be used to reinvest in additional collateral.  The reinvestment
collateral must meet minimum standards outlined in the portfolio
criteria.  Within the reinvestment period the collateral manager
may elect to pay down notes in order of seniority via a special
amortization if the collateral manager cannot locate additional
collateral that meets the reinvestment criteria within 30 days.  
By electing a special amortization the collateral manager may
elect to designate all or a portion of principal collections for
payment of the notes in order of seniority.

During or after the reinvestment period the asset manager may make
discretionary sales up to 20% of the aggregate principal amount
per annum, subject to certain rating criteria.  The asset manager
must reinvest the proceeds from the sale within 30 days during the
reinvestment period.  The proceeds may be used to purchase
substitute collateral with a principal balance equal to the amount
that was sold assuming investment criteria are satisfied.

The portfolio criteria will include these tests: the maximum
weighted average rating factor, maximum weighted average life,
minimum weighted average spread, and coupon tests.  This
transaction also features an interest diversion test that diverts
interest to add collateral during the reinvestment period, or
thereafter, to pay down notes in reverse sequential order.

As part of the rating process for this transaction, Fitch stressed
the underlying asset portfolio with a variety of default and
interest rate scenarios, designed to simulate varying economic
conditions.  In addition, to address the revolving feature of this
transaction Fitch stressed the portfolio to certain worst case
parameters including WARF, weighted average spread, weighted
average coupon, and weighted average life.

For further details on the stress tests Fitch employed while
rating Emporia Preferred Funding I, Ltd., see the presale report,
'Emporia Preferred Funding I, Ltd.,' dated Sept. 15, 2005,
available on the Fitch Ratings web site at  
http://www.fitchratings.com/


ENDURANCE SPECIALTY: Prices $200 Million 6.15% Sr. Debt Offering
----------------------------------------------------------------
Endurance Specialty Holdings Ltd. (NYSE:ENH) disclosed the pricing
of $200 million principal amount of 6.15% Senior Notes.  The
Senior Notes will initially be offered by the underwriters at a
price of 99.639% of their principal amount, providing an effective
yield of 6.199%, and, unless previously redeemed, will mature on
Oct. 15, 2015.

Endurance expects to use a portion of the net proceeds from the
offering to repay amounts currently outstanding under its credit
facility, to provide additional capital to its subsidiaries and
for other general corporate purposes.

The joint book-running managers for the offering are Deutsche Bank
Securities Inc., J.P. Morgan Securities Inc., Merrill Lynch & Co.,
and Wachovia Securities.  The Senior Notes are being offered under
Endurance's Form S-3 shelf registration statement.

Any offering of the Senior Notes will be made only by means of a
written prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.  Copies of the written
prospectus relating to the Senior Notes may be obtained from the
offices of Deutsche Bank Securities Inc., 60 Wall Street, New
York, New York 10005, J.P. Morgan Securities Inc., 270 Park
Avenue, New York, New York 10017, Merrill Lynch & Co., 4 World
Financial Center, North Tower, 250 Vesey Street, New York, New
York 10080 and Wachovia Securities, 301 South College Street,
Charlotte, North Carolina 28202.

Endurance Specialty Holdings Ltd. -- http://www.endurance.bm/--   
is a global provider of property and casualty insurance and
reinsurance.  Through its operating subsidiaries, Endurance
currently writes property per risk treaty reinsurance, property
catastrophe reinsurance, casualty treaty reinsurance, property
individual risks, casualty individual risks, and other specialty
lines.  Endurance's headquarters are located at Wellesley House,
90 Pitts Bay Road, Pembroke HM 08, Bermuda and its mailing address
is Endurance Specialty Holdings Ltd., Suite No. 784, No. 48 Par-
la-Ville Road, Hamilton HM 11, Bermuda.

                           *     *     *

As reported in the Troubled Company Reporter on June 10, 2005,
Standard & Poor's Ratings Services affirmed its 'BBB' counterparty
credit and senior debt ratings on Endurance Specialty Holdings
Ltd. (NYSE:ENH; Endurance).

S&P said the outlook is positive.

At the same time, Standard & Poor's assigned its 'BBB' preliminary
senior debt rating, 'BBB-' preliminary subordinated debt rating
and 'BB+' preliminary preferred stock rating to Endurance
following the company's increasing its existing universal shelf to
$750 million in debt capacity from the existing $250 million.


ENTERGY NEW ORLEANS: Wants Until Feb. 26 to Remove Civil Actions
----------------------------------------------------------------          
Pursuant to 28 U.S.C. Section 1452, a party may remove any claim
or cause of action in a civil action other than a proceeding
before the United States Tax Court or a civil action by a
governmental unit to enforce the governmental units police or
regulatory power, to the district court for the district where
the civil action is pending, if the district court has
jurisdiction of the claim or cause of action under 28 U.S.C.
Section 1334.

If the claim or cause of action in a civil action is pending when
a case under the Bankruptcy Code is commenced, Rule 9027 of the
Federal Rules of Bankruptcy Procedure provides that a notice of
removal may be filed only within the longest of:

    -- 90 days after the Petition Date; or

    -- 30 days after the entry of an order terminating the
       automatic stay, if the claim or cause of action has been
       stayed under Section 362 of the Bankruptcy Code; or

    -- 30 days after a trustee qualifies in a Chapter 11
       reorganization case but not later than 180 days after the
       Petition Date.

Elizabeth J. Futrell, Esq., at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, LLP, in Baton Rouge, Louisiana,
tells the U.S. Bankruptcy Court for the Eastern District of
Louisiana that Entergy New Orleans, Inc., is a party to
certain actions in various state and federal districts.  Given
the size and complexity of the Debtor's Chapter 11 Case, it has
not fully investigated its involvement in the Actions to
determine whether any of the Actions should be removed to the
Court, Ms. Futrell relates.  

In this regard, the Debtor asks the Court to extend the deadline
to remove actions to February 20, 2006, to protect its right to
remove Actions after a proper investigation.

The Debtor believes that the extension will afford it an
opportunity to make fully informed decisions concerning removal
of each Action and will assure that it does not forfeit valuable
rights under 28 U.S.C. Section 1452.  

Ms. Futrell points out that the rights of the Debtor's
adversaries will not be prejudiced by the extension.  Ms. Futrell
assures the Court that any party to an Action that is removed may
seek to have it remanded.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.  
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EPL INTERMEDIATE: Soliciting Consents to Amend 12-1/2% Indenture
----------------------------------------------------------------
EPL Intermediate, Inc., is offering to purchase for cash any and
all of its outstanding $70,000,000 aggregate principal amount of
12-1/2% Senior Discount Notes due 2010, on the terms and subject
to the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated Oct. 12, 2005, and the accompanying
Letter of Transmittal and Consent.

The Company is also soliciting consents from holders of the Notes
for certain amendments that would, among other things, eliminate
substantially all of the restrictive covenants and certain of the
events of default contained in the indenture under which the Notes
were issued.  Adoption of the proposed amendments requires the
consent of holders of at least a majority of the aggregate
principal amount of Notes outstanding.

The consent solicitation will expire at 5:00 p.m., New York City
time, on Oct. 25, 2005, unless earlier terminated or extended.  
The Offer will expire at 9:00 a.m., New York City time, Nov. 9,
2005, unless extended.

The total consideration to be paid for each validly tendered Note
(which shall include an amount paid in respect of the consent),
subject to the terms and conditions of the tender offer and
consent solicitation, will be paid in cash at a price equal to
112.50% of the accreted value of the Notes as of the thirtieth day
following the settlement date plus a premium of $2.50 per $1,000
principal amount at maturity of Notes.  With a settlement date of
Nov. 10, 2005, the total consideration shall be $759.83 per $1,000
principal amount of Notes at maturity.

Holders who validly tender their Notes by the Consent Time will be
eligible to receive the total consideration.  Holders who validly
tender their Notes after the Consent Time, but on or prior to the
Expiration Time, will be eligible to receive the total
consideration less $50 per $1,000 principal amount at maturity.

Holders who tender their Notes must consent to the proposed
amendments.  Tendered Notes may not be withdrawn and consents may
not be revoked after the Consent Time.

The Company's tender offer is conditioned on, among other things:

   -- that all of the conditions to the Acquisition (as defined in
      the Offer to Purchase and Consent Solicitation Statement
      dated Oct. 12, 2005), other than the successful completion
      of the Tender Offer and the Consent Solicitation, shall have
      been satisfied, or waived by our acquiror, and we shall have
      received applicable financing proceeds to pay the
      consideration for the Notes purchased in the tender offer;
      and

   -- execution and delivery of a supplemental indenture which
      implements proposed amendments in respect of the Notes upon
      receipt of the consents required for those amendments.

The Company has retained Merrill Lynch & Co. to act as sole Dealer
Manager for the tender offer and as the Solicitation Agent for the
consent solicitation and can be contacted at 212-449-4914
(collect) or 888-ML4-TNDR (toll free).  Global Bondholder Services
Corporation is the Information Agent and can be contacted at 212-
430-3774 (collect) or 866-387-1500 (toll free).  Copies of the
Offer Documents and other related documents may be obtained from
the Information Agent.

EPL Intermediate is the parent company of El Pollo Loco, Inc. El
Pollo Loco (pronounced "L Po-yo Lo-co" and Spanish for "The Crazy
Chicken") -- http://www.elpolloloco.com/-- is the nation's  
leading quick-service restaurant chain specializing in flame-
grilled chicken and Mexican-inspired entrees.  Founded in Guasave,
Mexico in 1975, El Pollo Loco's long-term success stems from the
unique preparation of its award-winning "pollo" -- fresh chicken
marinated in a special recipe of herbs, spices and citrus juices
passed down from the founding family.  The marinated chicken is
then flame-grilled, hand cut and served hot off the grill with
warm tortillas, a wide assortment of side dishes and salsas
prepared fresh every day.  Rounding out the menu are fresh
flavorful entrees inspired by the kitchens of Mexico, including
grilled burritos, the original Pollo Bowl(R), Pollo Salads, Tacos
al Carbon and Quesadillas.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Moody's Investors Service placed the ratings of EPL Intermediate,
Inc., the holding company, and El Pollo Loco, Inc. under review
for possible downgrade following the announcement that Trimaran
Capital Partners' has signed a definitive agreement to purchase El
Pollo from American Securities Capital Partners L.P.

The transaction, valued at approximately $400 million, is expected
to close in the fourth quarter.  The review is prompted by the
likelihood of the new ownership further levering up the capital
structure and the ultimate impact the proposed financing will have
on current credit metrics.  Moody's commented that El Pollo's $110
million senior secured notes, currently rated B2, include standard
change of control provisions allowing noteholders the right to put
the notes back to the company at a price equal to 101% plus
accrued and unpaid interest.


GENOIL INC: Obtains C$750,000 Bridge Financing From CEO
-------------------------------------------------------
Genoil Inc. (TSX VENTURE:GNO) (OTCBB:GNOLF) reported a CDN$750,000
private placement funded by a corporation affiliated with David K.
Lifschultz, the Chairman and CEO of Genoil Inc.  The proceeds of
the placement will be used for the repayment of existing debt, to
support the construction of Genoil's GHU (Genoil Hydroconversion
Upgrader) for the Silver Eagle Refinery in Utah and for the
payment of general expenses.  The funds from the private placement
are intended to provide short term bridge financing and are
expected to provide a significant benefit to Genoil's current
operations and growing international sales program.

The issue is being placed as a six month convertible debenture on
substantially similar terms to a private placement completed by
Genoil in late December, 2004.  The debenture being issued under
the private placement carries a 12% annual interest rate and the
conversion price of the debenture is CDN$0.44 per share.  
According to the terms of the debenture, Genoil can force
conversion if Genoil common shares trade over $1.55 per share for
a pre-defined period.  The debenture's conversion and exercise
prices are subject to adjustment for certain changes to Genoil's
share capital and in the event of specified dilutive transactions.

Genoil Inc. is a technology development company providing
solutions to the oil and gas industry through the use of
proprietary technologies.  The Genoil Hydroconversion Upgrader can
economically convert heavy crude oil into more valuable light
synthetic crude, high in yields of transport fuels, while
significantly reducing the sulphur, nitrogen and other
contaminants in the oil.  Genoil's shares are listed on the TSX
Venture Exchange under the symbol GNO and on the OTC Bulletin
Board under the symbol GNOLF.OB.

                         *     *     *

                      Going Concern Doubt

In a Form 20-F filing with the Securities and Exchange Commission,
KPMG LLP expressed substantial doubt on Genoil Inc.'s ability to
continue as a going concern after it audited the Company's
financial statement for the fiscal year ended Dec. 31, 2004.  The
auditing firm says that the Company is suffering from recurring
losses from operations and is not realizing any cash from
operations.


GEORGE SWEEZEY: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: George H. Sweezey, II & Jodie M. Sweezey
        13 Gladiola Terrace
        Mansfield, Massachusetts 02048

Bankruptcy Case No.: 05-21135

Type of Business: George Sweezey was President, Treasurer and a
                  Director of G&W Transportation Company, Inc,
                  a charter bus company.  Jodie Sweezey was the
                  Clerk and also a Director.  G&W Transportation
                  started in Aug. 1985, operated through Sept.
                  2004 and was ultimately liquidated through an
                  Assignment for the Benefit of Creditors
                  proceeding.

                  Jodie Sweezey was also President, Clerk,
                  Treasurer and Director of G&W Tours, Inc.,
                  a tour company.  G&W Tours started in 1990
                  and went out of business in Jan. 2005.

                  George Sweezey is currently President,
                  Treasurer, Clerk and Director of New England
                  Fleet Maintenance, a truck and bus repair
                  facility.

                  Jodie Sweezey is currently President,
                  Treasurer, Clerk and Director of
                  Jodie's Place, a tour company.

Chapter 11 Petition Date: October 12, 2005

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtors' Counsel: Barry R. Levine, Esq.
                  201 Edgewater Drive, Suite 240
                  Wakefield, Massachusetts 01880
                  Tel: (781) 245-8440
                  Fax: (781) 246-5038

Total Assets: $3,014,977

Total Debts:  $1,931,535

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Ganis Credit                  Debtors' 2001             $110,800
600 Anton Boulevard           Allegro bus
Costa Mesa, CA 92626          Value of security:
                              $105,700

Irwin Home Equity             13 Gladiola Terrace,       $99,853
P.O. Box 5029                 Mansfield, MA
San Ramon, CA 94583           Value of security:
                              $450,000
                              Senior lien:
                              $378,495

Bank North                    31 Baker Street,           $92,743
P.O. Box 431                  Foxboro - 3 family
Haverhill, MA 01831           Value of security:
                              $450,000
                              Senior lien:
                              $428,112

Scott Sweezey                 Personal loan              $50,000

Chase Bank/Visa                                          $25,858

Chase Mastercard                                         $21,208
        
American Express              Debt represents            $20,085
                              business debt of
                              G&W Tours, Inc.
                              and debtors guaranty
                              of business debt of
                              G&W Tours, Inc. and
                              monies used by Debtor
                              to fund continuing
                              operations of G&W
                              Tours, Inc.

Fleey Financial Company       Debt represents            $18,000
                              business debt of
                              G&W Tours, Inc.
                              and debtors guaranty
                              of business debt of
                              G&W Tours, Inc. and
                              monies used by Debtor
                              to fund continuing
                              operations of G&W
                              Tours, Inc.

Bank One Visa                                            $17,711

Dianne Sweezey                Personal loan              $15,000

Chase Mastercard                                         $14,824

Rockland Trust                Debtors' 2002              $14,127
                              Chevrolet Silverago
                              3500

Citi Corp                     Debt represents             $9,016
                              business debt of
                              G&W Tours, Inc.
                              and debtors guaranty
                              of business debt of
                              G&W Tours, Inc. and
                              monies used by Debtor
                              to fund continuing
                              operations of G&W
                              Tours, Inc.

MBNA America                  Debt represents             $8,367
                              business debt of
                              G&W Tours, Inc.
                              and debtors guaranty
                              of business debt of
                              G&W Tours, Inc. and
                              monies used by Debtor
                              to fund continuing
                              operations of G&W
                              Tours, Inc.

Capital One                   Debt represents             $7,457
                              business debt of
                              G&W Tours, Inc.
                              and debtors guaranty
                              of business debt of
                              G&W Tours, Inc. and
                              monies used by Debtor
                              to fund continuing
                              operations of G&W
                              Tours, Inc.

Fleet (Visa)                  Debt represents             $7,000
                              business debt of
                              G&W Tours, Inc.
                              and debtors guaranty
                              of business debt of
                              G&W Tours, Inc. and
                              monies used by Debtor
                              to fund continuing
                              operations of G&W
                              Tours, Inc.

Discover Card                                             $6,369

American Express              Debt represents             $4,888
                              business debt of
                              G&W Transportation
                              and debtors guaranty
                              of business debt of
                              G&W Transportation
                              and monies used by
                              Debtor to fund
                              continuing operations
                              of G&W Transportation


GREAT NORTHERN: Court Okays Ch. 7 Trustee's Stipulation with PACE
-----------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Maine approved a
Stipulation between Gary M. Growe, the Chapter 7 Trustee for the
estate of Great Northern Paper, Inc., and PACE (the Paper, Allied-
Industrial, Chemical and Energy Workers International Union), on
behalf of its members.  The Court put its stamp of approval on the
Stipulation on Oct. 3, 2005.

On Feb. 5, 2003, the Court granted BCC Equipment Leasing
Corporation a first priority administrative claim and lien on all
assets of the Debtor's estate securing a DIP loan.  General
Electric Credit Corporation of Tennessee tells the Court that it
is the assignee of all rights and claims of BCC Equipment against
the Debtor's estate, but it has not filed a notification of record
in the Court of that assignment.

On April 13, 2004, Mr. Growe entered into the DOL Stipulation with
Elaine L. Chao, the Secretary of Labor for the U.S. Department of
Labor regarding certain claims asserted by the Secretary against
the Debtor's estate.  

Pursuant to the DOL Stipulation, the Secretary consented to the
payment of the proceeds of a settlement of certain adversary
proceedings received by the Trustee to General Electric against
the DIP loan, as well as further payments by the estate to General
Electric in accordance with the orders from the Court.

The DOL Stipulation also stated that Mr. Growe greed that
$1.4 million of funds from the estate, after General Electric has
been paid in full in amounts as the Court may find are due on the
DIP Loan, and after payment in full of or reserve for all
administrative expenses, will be placed by Mr. Growe in an
interest bearing escrow, called the ERISA Escrow.

On June 15, 2005, the Secretary filed a complaint against the
Trustee, commencing the ERISA Action, which is docketed as
Adversary Proceeding No. 05-01053.  The filing of a First Amended
Complaint on July 7, 2005 subsequently amended the initial
complaint.  The Amended Complaint asserted claims both against the
Trustee and against Timothy Morgan.

On Sept. 6, 2005, Bruce Cox, Terry Whirty, and Louis Ouelette, on
behalf of themselves and other similarly-situated individuals,
called the Intervenors filed a motion with the Court to intervene
in the ERISA Action, seeking intervention both as of right under
F.R. Civ.P. 24(a) and permissively under F.R. Civ.P. 24(b).

The Trustee eventually agreed to consent to the Intervenors'
requested permissive intervention and they subsequently entered
into the Stipulation to resolve their dispute.

                   Summary of the Stipulation

The Stipulation states that:

   1) to the extent that the Court enters a final, non-appealable
      order in the ERISA Action determining that the amount of the
      statutory trust claimed by the Secretary in the ERISA Action
      is less than the amount of the ERISA Escrow, the funds in
      the ERISA Escrow that are not distributed to the Secretary,
      the Surplus Funds, will be held by the Trustee subject to
      further order of the Court in the ERISA Action and the
      Trustee will not disburse the Surplus Funds with out either
      the consent of PACE or further order of the Court;

   2) PACE consents to further payments by the Debtor's estate to
      General Electric in accordance with any orders of the Court;
      and

   3) the Trustee and PACE, by and on behalf of itself and each of
      its members, including the Intervenors reserve all rights,
      claims and defenses between themselves and as against all
      other parties.  

A full-text copy of the Stipulation is available for free at   
http://ResearchArchives.com/t/s?251


Great Northern Paper, Inc., one of the largest producers of
groundwood specialty papers in North America, filed for chapter 11
protection on January 9, 2003 (Bankr. Maine Case No. 03-10048).
The court converted the Debtor's case to a Chapter Seven
proceeding on May on May 22, 2003.  Alex M. Rodolakis, Esq., and
Harold B. Murphy, Esq., at Hanify & King, P.C., represent the
Debtor.  When the Company filed for chapter 11 protection, it
listed debts and assets of more than $100 million each.  Gary M.
Growe is the chapter 7 Trustee for the Debtor's estate.  Jeffrey
T. Piampiano, Esq., at Drummond Woodsum & MacMahon represents the
chapter 7 Trustee.


H.I. SCHAUMBURG: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: H.I. Schaumburg Investment, LLC
        fka JBD Allied, LLC
        74 East Long Lake Road
        Bloomfield Hills, Michigan 48304-2380

Bankruptcy Case No.: 05-51150

Type of Business: The Debtor previously filed for chapter 11
                  protection on March 29, 2002 (Bankr. N.D. Ill.
                  Case No. 02-12528).

Chapter 11 Petition Date: October 12, 2005

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Mark E. Leipold, Esq.
                  Gould & Ratner
                  222 North LaSalle Street
                  Chicago, Illinois 60601
                  Tel: (312) 899-1651
                  Fax: (312) 236-3241

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
   ------                        ---------------    ------------
Capital Crossing Bank            1550 North Roselle   $6,891,318
101 Summer Street                Road, Schaumburg,
Boston, MA 02110                 Illinois 60195
                                 Value of Security:
                                 $4,085,000

Internal Revenue Service         Accrued Property       $542,878
[Address Not Provided]           Taxes

Other accruals                                           $82,738

Kitchen Bar                                              $42,500
1540 North Roselle Road
Schaumburg, IL 60195

Horizon Realty Services, Inc.                            $13,500
3715 Ventura Drive, Suite 200
Arlington Heights, IL 60004

Horizon Realty Services, Inc.                            $13,500
3715 Ventura Drive, Suite 200
Arlington Heights, IL 60004

Coldwell Banker                                           $7,000

Security Deposit                                          $5,833

BGT Landscaping                                           $2,040

Rainbow Shuttle & Limousine                                 $690

US Food Service, Inc.                                       $546

Ultra Pool                                                  $398

American Hotel Register Company                             $211

Able Card Corporation                                       $177

Illinois Hotel and Lodging                                  $170
Association

TasteeFare                                                  $166

Office Depot Credit Plan                                    $162

Macke Water Systems                                          $72

Poplar Creek Floral                                          $68

Cintas Corporation                                           $64


HASCO: Fitch Rates $4.4 Million Private Certificates at BB  
----------------------------------------------------------
HASCO series 2005-NC2 trust is rated by Fitch Ratings:

     -- $364.3 million classes I-A, II-A-1, II-A-2, II-A-3 and II-
        A-4 'AAA';

     -- $16.9 million class M-1 certificates 'AA+';

     -- $15.3 million class M-2 certificates 'AA';

     -- $10.6 million class M-3 certificates 'AA-';

     -- $7.6 million class M-4 certificates 'A+';

     -- $7.4 million class M-5 certificates 'A';

     -- $6.5 million class M-6 certificates 'A-';

     -- $6.5 million class M-7 certificates 'BBB+';

     -- $5.1 million class M-8 certificates 'BBB';

     -- $3.5 million class M-9 certificates 'BBB-';

     -- $3.5 million class M-10 (privately offered) certificates
        'BB+';

     -- $4.4 million class M-11 (privately offered) certificates
        'BB';

     -- $7.4 million Class M-12 (privately offered) is not rated
        by Fitch.

The 'AAA' rating on the senior certificates reflects the 21.20%
total credit enhancement provided by the 3.65% class M-1, the
3.30% class M-2, the 2.30% class M-3, the 1.65% class M-4, the
1.60% class M-5, the 1.40% class M-6, the 1.40% class M-7, the
1.10% class M-8, the 0.75% class M-9, the 0.75% class M-10, the
0.95% class M-11, the 1.60% class M-12 and a target
overcollateralization of 0.75%.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the integrity of
the transaction's legal structure as well as the primary servicing
capabilities of JP Morgan Bank, N.A. (rated 'RPS1' by Fitch).
Deutsche Bank National Trust Company will act as trustee.

As of the cut-off date, Sept. 1, 2005, the mortgage loans have an
aggregate balance of $462,280,151. 100% of the loans have
interest-only periods of two and three years.  The weighted
average mortgage rate is approximately 6.707% and the weighted
average remaining term to maturity is 357 months.  The average
cut-off date principal balance of the mortgage loans is
approximately $273,054.  The weighted average original loan-to-
value ratio is 80.9% and the weighted average Fair, Isaac & Co.
(FICO) score is 665.  The properties are primarily located in
California (60.54%) and Florida (6.53%).


HCC INDUSTRIES: S&P Withdraws Junk Corporate Credit & Debt Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC+' corporate
credit and 'CCC-' subordinated debt ratings on HCC Industries
Inc., which has been acquired by AMETEK Inc. (BBB/Stable/--).  The
ratings had been on CreditWatch with positive implications, where
they were placed on September 15, 2005.
     
About $80 million of HCC's outstanding 10 3/4% senior subordinated
notes due 2007 were called and will be redeemed in full in about
30 days.


HOMELIFE CORPORATION: Wants Bankruptcy Proceedings Closed
---------------------------------------------------------
HomeLife Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to:

   * dismiss the chapter 11 proceedings of HomeLife de Puerto
     Rico and HL Holding Corporation; and

   * enter a final decree closing the cases of HomeLife
     Corporation, Furniture Holding, LLC, and HLC LLC.

On March 6, 2003, the Court confirmed the Debtors' Joint
Liquidating Plan of Reorganization.  Pursuant to the terms of the
Plan, HomeLife Corp. and certain of its affiliates transferred
their assets to the HomeLife PCE Liquidating Trust.

The PCE Trust, as successor-in-interest to the Debtors, pursued
and resolved claims for the estates.  It also made distributions
to the estates' creditors according to the terms of the Plan.

The cases that the Debtors want dismissed are those that are not
included in the Plan because these companies have no assets and no
businesses.  Furthermore, the non-Plan Debtors have been dissolved
in accordance with relevant state laws.

As for the rest of the Debtors, they want the Court to formally
close their cases after their estates were fully administered, all
distributions were made and all adversary proceedings were
resolved.

Privately held HomeLife Corporation shut down all of its 128
retail locations before it filed for chapter 11 bankruptcy
protection on July 16, 2001 (Bankr. Del. Case No. 01-2412).  The
Debtors listed both assets and liabilities of over $100 million
each in their petition.  Laura Davis Jones, Esq. at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, PC, represents the Debtors
in these proceedings.


KAISER ALUMINUM: Court Dismisses Lloyd's Rule 2019 Orders Appeal
----------------------------------------------------------------
Judge Joseph Farnan of the U.S. District Court for the District of
Delaware affirms the October 22, 2004, and October 25, 2004,
Orders requiring the filing of statements pursuant to Rule 2019 of
the Federal Rules of Bankruptcy Procedure issued by Judge
Fitzgerald in Kaiser Aluminum Corp., et al.'s bankruptcy cases.
The District Court dismisses the Appeal taken by certain
underwriters at Lloyd's, London and certain London Market
Insurers based on lack of standing.

                          Lack of Standing

In his 12-page Opinion, Judge Farnan says he is not persuaded that
the Underwriters have standing to challenge the Bankruptcy Court's
Revised Rule 2019 Orders at this time.

In the bankruptcy context, standing is limited to "persons
aggrieved" by an order of the Bankruptcy Court, the District Court
points out.  A person is considered aggrieved for purposes of
standing if his or her "rights or interests are 'directly and
adversely' affected pecuniarily by an order or decree of the
bankruptcy court."  The Appellants must show that the order of the
Bankruptcy Court "'diminishes their property, increases their
burdens or impairs their rights."'

Judge Farnan finds that the Underwriters do not have standing to
challenge the Rule 2019 Orders because the Orders have no effect,
unless:

    (1) a plan of reorganization is first conceived, approved by
        creditors and confirmed; and

    (2) payment is sought from the Underwriters under the
        insurance policies they issued to the Debtors.

To support their contention that they have standing to challenge
the Rule 2019 Orders, the Underwriters directed the District
Court to the case of Baron & Budd, PC v. Unsecured Asbestos
Claimants Committee, 321 B.R. 147, 156 (D.N.J. 2005).  But Baron
& Budd involved a plan, which was not insurance neutral, Judge
Farnan points out.  In In re Combustion Engineering, 391 F.3d
190, 214 & n.21 (3d Cir. 2004), the Third Circuit recognized that
insurance neutral plans are possible, and that an insurer does not
have standing to challenge that insurance neutral provisions of a
plan.  "In this case, plans have not yet been conceived, and
therefore, any impact that the Revised Rule 2019 Orders may have
on [the Underwriters] is contingent and speculative."

The Underwriters also contend that they suffer a current financial
impact from the Revised Rule 2019 Orders, because they must file a
motion in the Bankruptcy Court to gain access to the Rule 2019
information submitted, Judge Farnan notes.  "The [District] Court
is not persuaded that this is the type of direct, pecuniary
interest contemplated by the 'aggrieved person' test.  These
incidental costs apply to anyone seeking access to the Rule 2019
information, and if this injury were enough, it would confer
standing on anyone to challenge the Rule 2019 Orders."

         The Bankruptcy Court is Correct, Judge Farnan Says

Even if the District Court concludes that the Underwriters have
standing to challenge the Rule 2019 Orders, Judge Farnan finds
that the Bankruptcy Court did not err in permitting exemplars to
be filed or in restricting access to the Rule 2019 information.

The purpose of Rule 2019 is to ensure that plans of reorganization
are negotiated and voted upon by people who are authorized to act
on behalf of the real parties-in-interest, Judge Farnan says.  "It
has been recognized that Rule 2019 need not always be strictly
applied."

"In the [District] Court's view," Judge Farnan continues, "the
Revised 2019 Orders issued by Judge Fitzgerald . . . comport with
the requirements of Rule 2019, while taking into consideration the
complexities of mass tort litigation.  As Rule 2019 (b) suggests,
the operative portion of the agreements deposited under Rule
2019(a) are the representation provisions.  Further, Rule 2019(b)
vests the Bankruptcy Court with the discretion to determine
whether there has been a failure to comply with the Rule 2019(a)
requirements."

According to Judge Farnan, the Bankruptcy Court did not abuse its
discretion in declining to post the Rule 2019 information on the
electronic docket and making the Rule 2019 information available
upon motion of a party and order of the Court.  "Although Section
107(a) evidences a strong desire by Congress to preserve the
public's right to access judicial records, that right is not
absolute.  Courts have supervisory power over their records and
files and may deny access to those records and files to prevent
them from being used for an improper purpose."

"In this case," Judge Farnan says, "the Bankruptcy Court did not
seal the Rule 2019 information as [the Underwriters] contend,
rather, the Bankruptcy Court is regulating access to the
information because of privacy concerns related to the electronic
case filing system."

Judge Farnan says he believes that Judge Fitzgerald's Rule 2019
Orders strike the appropriate balance between maintaining the
public's right to access the Rule 2019 information and ensuring
that the information is not misused.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 80; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KELAMANGA SUKUMAR: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtors: Kelamanga Sukumar and Vandana Sukumar
         dba Sukumar Enterprises
         dba Sukumar Associates
         dba Eastern Enterprises
         dba Sheridan Collectibles
         100 East Allendale Avenue
         Allendale, New Jersey 07401

Bankruptcy Case No.: 05-47890

Chapter 11 Petition Date: October 12, 2005

Court: District of New Jersey (Newark)

Debtors' Counsel: John J. Scura, III, Esq.
                  Scura, Mealey & Scura, LLP
                  1599 Hamburg Turnpike
                  P.O. Box 2031
                  Wayne, New Jersey 07470
                  Tel: (973) 696-8391

Total Assets: $1,514,800

Total Debts:  $1,468,578

Debtors' 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Dwight Englewood                                         $18,752
315 East Palisades
Englewood, NJ 07031

Receivable Management Services                           $13,590
260 East Wentworth Avenue
St. Paul, MN 55118

Ford Motor Company               Value of                $10,885
c/o Farr, Burke,                 Collateral:
Gambacorta & Wright              $2,000
P.O. Box 788
211 Benigno Boulevard
Bellmawr, NJ 08099

New Century Financial Services                            $8,184
2 Ridgedale Avenue, Suite 104
Cedar Knolls, NJ 07927
c/o Pressler & Pressler
16 Wing Drive
Cedar Knolls, NJ 07927

Northland Group                  Bank loan                $6,880
P.O. Box 3010846
Edina, MA 55439

Borough of Allendale             Bank loan                $6,091
Tax Collector
500 West Crescent Avenue
Allendale, NJ 07401

New Century Financial Services                            $3,000
2 Ridgedale Avenue, Suite 104
Cedar Knolls, NJ 07927
c/o Pressler & Pressler
16 Wing Drive
Cedar Knolls, NJ 07927

Verizon                                                   $1,986
P.O. Box 103250
Columbus, OH 43216
c/o CBCS
P.O. Box 69
Columbus, OH 43216

NCO Financial Systems, Inc.                               $1,336
P.O. Box 8148
Philadelphia, PA 19101

Portfolio Recovery                                        $1,027
Associates, LLC
P.O. Box 12914
Norfolk, VA 23541

Orange & Rockland                                         $1,024
390 West Route 59
Spring Valley, NY 10977

PSE&G                                                       $843
P.O. Box 14105
New Brunswick, NJ 08906-4105

InoVision                        Bank loan                  $216
c/o Boyajian Law Offices
201 Route 17N
Rutherford, NJ 07010

Healthcare Financial                                        $198
P.O. Box 1709
Bloomfield, NJ 07003

Hackensack Radiology Group PA                                $67
130 Kinderkamack Road, Suite 200
River Edge, NJ 07661-1931


KINETIC CONCEPTS: Promotes Executives in Organizational Changes
---------------------------------------------------------------
Kinetic Concepts, Inc. (NYSE:KCI) will be making certain
organizational changes to its US business structure in order to
further strengthen its senior management capabilities and to
provide increased focus on each of its V.A.C.(R) and Therapeutic
Surfaces businesses.

In connection with the reorganization, Christopher M. Fashek,
President of KCI USA since 1995, has been promoted to Vice
Chairman.  In this role, Mr. Fashek will continue to provide
strategic guidance to the company and will serve a key role on the
boards of KCI's international subsidiaries as well as on the board
of KCI USA.

Mark B. Carbeau will also be joining KCI as President of KCI USA
and will be responsible for KCI's US V.A.C.(R) business. Mr.
Carbeau has most recently served as Founder and Managing Director
of CM Partners, a corporate development and strategy consulting
firm in Boston.  In that role, he led the successful turnaround
and expansion of several healthcare organizations as interim Chief
Executive Officer and Chief Operating Officer. He holds an MBA
from the Wharton School and a BS in Industrial Engineering from
Penn State University.

In addition, Christopher M. Cashman will be joining KCI as
President of Therapeutic Surfaces.  In this role, Mr. Cashman will
be responsible for KCI's US therapeutic surfaces business, and for
guiding KCI's global therapeutic surfaces strategy.  Mr. Cashman
has most recently served as Chief Executive Officer of Snowden
Pencer, a maker of specialty surgical instruments, which was sold
to Cardinal Health in 2004.  Mr. Cashman holds an MBA from
Northwestern University's Kellogg Graduate School of Management
and is a graduate of the United States Naval Academy.

"We feel very positive about the changes in our organizational
structure and about bringing on Mark Carbeau and Chris Cashman,"
said Dennert O. Ware, President and Chief Executive Officer of
KCI.  "Given our rapid growth, these additions allow us to
increase our senior management capabilities, while ensuring that
we have the appropriate focus on our different business lines."

Kinetic Concepts, Inc., designs, manufactures, markets and
provides a wide range of proprietary products that can improve
clinical outcomes while helping to reduce the overall cost of
patient care.  

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 20, 2005,
Moody's Investors Service upgraded these ratings of Kinetic
Concepts, Inc.:

   * Guaranteed senior secured revolving credit facility due 2009,
     upgraded to Ba3 from B1

   * Guaranteed senior secured term loan B due 2010, upgraded to
     Ba3 from B1

   * Guaranteed unsecured subordinated notes due 2013, upgraded to
     B2 from B3

   * Senior implied rating, upgraded to Ba3 from B1

   * Senior unsecured issuer rating, upgraded to B1 from B2

The ratings outlook was also changed from stable to positive.  

As reported in the Troubled Company Reporter on Mar. 16, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on medical device manufacturer and hospital supplier
Kinetic Concepts Inc. to 'BB' from 'BB-'.  At the same time,
Standard & Poor's raised its rating on the senior secured credit
facility and raised its rating on KCI's senior subordinated debt.

The outlook remains stable.


LORAL SPACE: Selling SFIG Assets to ABS-CBN Int'l for $400,000
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Loral Space & Communications and its debtor-affiliates'
request to sell their San Francisco International Gateway assets
to ABS-CBN International for $400,000 free and clear of any and
all liens, claims and encumbrances.

Loral Skynet, a division of Loral Space, operates a teleport known
as San Francisco International Gateway located in Richmond,
California.  The teleport is approximately 2.5 acres of real
property lease.

Due to an ongoing expenses including:

   * lease payments under the property lease,
   * salary and benefit obligations to the SFIG employees, and
   * maintenance and repair costs in respect of the equipments,

The Debtors decided to sell the satellite communications business.

The Court further approved the Debtors' assumption and assignment
of the assumed contracts.  The purchase agreement reflects the
sale of all SFIG contracts, which include the assumed contracts.  
The Debtors will reduce significant costs and expenses and obtain
substantial consideration from ABS-CBN by assuming and assigning
the assumed contracts to ABS-CBN in connection with the sale.

A copy of the assumed contracts is available for a fee at:

   http://bankrupt.com/misc/LoralSpacemotionassetsaleexhibit.pdf

Loral Space & Communications -- http://www.loral.com/-- is a   
satellite communications company.  It owns and operates a fleet of
telecommunications satellites used to broadcast video
entertainment programming, distribute broadband data, and provide
access to Internet services and other value-added communications
services.  Loral also is a world-class leader in the design and
manufacture of satellites and satellite systems for commercial and
government applications including direct-to-home television,
broadband communications, wireless telephony, weather monitoring
and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


MAGRUDER COLOR: Exclusive Plan Filing Period Extended to Dec. 29
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
Magruder Color Company and its debtor-affiliates' time to file and
solicit acceptances of a chapter 11 plan without interference from
other parties.  The Debtors have until Dec. 29, 2005, to file a
plan and until Feb. 27, 2006, to solicit acceptances of that plan.

The Debtors seek these extensions:

    i) to avoid premature formulation of a Chapter 11 plan and

   ii) to ensure that the formulated plan takes into account the
       interests of the Debtors, their estates and creditors.

Furthermore, the extension period will allow the Debtors to
finalize the sale of their assets pursuant to section 363 of the
Bankruptcy Code.

Headquartered in Elizabeth, New Jersey, Magruder Color Company
-- http://www.magruder.com/-- and its affiliates manufacture   
basic pigment and also supply quality products to the ink, paint,
and plastics industries.  The Company and its debtor-affiliates
filed for chapter 11 protection on June 2, 2005 (Bankr. D.N.J.
Case No. 05-28342).  Bruce D. Buechler, Esq., at Lowenstein
Sandler PC represent the Debtors in their restructuring efforts.
When the Debtors filed protection from their creditors, they
estimated assets and debts of $10 million to $50 million.


MEGO FINANCIAL: Brings In Beesley Peck as Nevada Counsel
--------------------------------------------------------
C. Alan Bentley, the chapter 11 trustee of Mego Financial
Corporation dba Leisure Industries of America and its debtor-
affiliates, sought and obtained permission from the U.S.
Bankruptcy Court for the District of Nevada to employ Beesley,
Peck & Matteoni, Ltd., as Nevada Counsel for special litigation
counsel Sperling & Slater.

As previously reported in the Troubled Company Reporter, the Court
gave Mr. Bentley permission to employ Sperling & Slater as his
special counsel.

Mr. Bentley reminds the Court that Sperling & Slater has filed
certain adversary proceedings in behalf of the Trustee.  Mr.
Bentley tells the Court that Beesley Peck will be assisting
Sperling & Slater in the adversary proceedings.

Mr. Bentley discloses that the Beesley Peck's professionals bill:

      Professional                   Hourly Rate
      ------------                   -----------
      Bruce T. Beesley, Esq.             $350
      Bridget Robb Peck, Esq.            $300
      Caryn Tijsseling, Esq.             $225
      Tricia M. Darby, Esq.              $175
      Roxanne Maples, Paralegal          $150

Bruce T. Beesley, Esq., a shareholder of Beesley Peck, assures the
Court that the Firm is a "disinterested person" as that term in
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Henderson, Nevada, Mego Financial Corp. --
http://www.leisureindustries.com/-- is in the business of  
vacation time share resorts sales and management industry.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 9, 2003 (Bankr. Nev. Case Nos. 03-52300 through
03-2304).  Stephen R Harris, Esq., at Belding, Harris & Petroni,
Ltd., represents the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$455,179 in assets and $39,319,861 in liabilities.  Its debtor-
affiliates estimated more than $100 million in assets and
liabilities.  C. Alan Bentley is the chapter 11 Trustee for the
Debtors' estates.  Joan C. Wright, Esq., at Allison, Mackenzie,
Russell, Pavlakis, Wright & Fagan, Ltd., represents the chapter 11
Trustee.


MESABA AVIATION: Northwest Airlines Makes $15.7 Million Payment
---------------------------------------------------------------
On Oct. 11, 2005, Northwest Airlines, Inc., made a semi-monthly
payment of approximately $15.7 million to Mesaba Aviation, Inc., a
wholly owned subsidiary of MAIR Holdings, Inc.  The payment covers
services provided by Mesaba to Northwest during the last half of
September 2005 under an Airline Services Agreement dated Aug. 29,
2005.  Northwest held back approximately $3.3 million from the
total amount due to Mesaba claiming that the amount represents a
prepetition claims against Mesaba.  

Mesaba estimates that Northwest owes it approximately
$30 million.  Mesaba continues to assess whether a court
supervised restructuring under Chapter 11 of the Bankruptcy Code
is an appropriate alternative to address its financial situation.  
The airline was put in a financial difficulty following
Northwest's bankruptcy.

Last week, Northwest notified the Company that it's removing ten
Saab B+ aircraft from Mesaba's schedule beginning Jan. 4, 2006.  
Northwest also advised Mesaba that it's not likely to meet
delivery schedule for the remaining 13 Canadair Regional Jet
Aircraft pursuant to an Airline Services Agreement between the
parties.  

Northwest's schedule and fleet changes could result in a 28%
reduction in Mesaba's fiscal year end 2006 fleet plan.

Mesaba is focused on reducing all areas of its cost structure, but
is expected to incur substantial losses in the third and fourth
fiscal quarters.  

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.

Mesaba Airlines operates as a Northwest Jet Airlink and Northwest
Airlink partner for Northwest Airlines. Mesaba serves 111 cities
in 20 states and Canada from Northwest's three major hubs:
Detroit, Minneapolis/St. Paul and Memphis.  Mesaba employs 844
professional airline pilots who operate an advanced fleet of 100
regional jet and jet-prop aircraft.


MESABA AVIATION: Files Chapter 11 to Expedite Restructuring
-----------------------------------------------------------
Mesaba Aviation, Inc., a subsidiary company of MAIR Holdings, Inc.
(NASDAQ:MAIR), filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Minnesota.

The company emphasized that it will continue its regular
operations to serve customers, honor tickets, and operate its
schedule as a Northwest Airlink partner.

"This was a difficult but necessary step; Northwest's actions
since filing bankruptcy along with the continuing distress
affecting the entire industry requires us to change and to do so
quickly," said John Spanjers, Mesaba Airlines president and chief
operating officer.  "The changes imposed on us by Northwest since
its filing in September have left us with insufficient revenues to
support our cost structure.

"This work will be invisible to our passengers," Spanjers
continued.  "As we go through this process, we will remain focused
on delivering the highest levels of safety, reliability and
service that our passengers have come to expect from us."

Prior to its filing, Northwest failed to make a semi-monthly
payment of approximately $18.5 million due to Mesaba on Sept. 12
under the Airline Services Agreement for services rendered in the
last half of August.  The Company says that Northwest made partial
payments on these due dates:

    * $1.6 million on Sept. 26, 2005; and
    * $15.7 million on Oct. 11, 2005.

As a result, Mesaba has a net unsecured claim of approximately
$30 million in the Northwest Chapter 11 case.

In addition, Northwest has advised Mesaba that it intends to
reduce the number of Avro and Saab aircraft in Mesaba's fleet and
that Mesaba should count on receiving only two of the fifteen new
CRJ aircraft committed under the ASA.  Further, Northwest also has
notified Mesaba of Northwest's intent to terminate the sub-leases
on all 35 of the Avros.

"The combination of the loss of $30 million of revenue and the
reduction in our fleet size by at least 28 percent has left us
with no choice but to take this difficult step," Mr. Spanjers
said.  "We view bankruptcy as a last resort, but a necessary one
because no other alternatives would allow us to change as rapidly
as we need to."

"We worked hard to avoid Chapter 11, but we firmly believe this
action affords us the best opportunity to restructure our finances
and to be successful over the long run," Mr. Spanjers added.  "We
have valuable assets, including our dedicated employees who
continue to focus on operating a safe, reliable airline.  We plan
to emerge from this Chapter 11 case as a lean and competitive
regional carrier flying for Northwest or other major airlines."

MAIR Holdings, Mesaba's parent company, supports the airline's
decision to pursue restructuring through the Chapter 11 process
and has, in fact, offered to extend debtor-in-possession financing
to Mesaba.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink  
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $108,540,000 in total assets and
$87,000,000 in total debts.


MESABA AVIATION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mesaba Aviation, Inc.
        dba Mesaba Airlines
        1000 Blue Gentian Road
        Eagan, Minnesota 55121

Bankruptcy Case No.: 05-39258

Type of Business:  The Debtor is a subsidiary MAIR Holdings, Inc.,
                   and operates as a Northwest Airlink affiliate
                   under code-sharing agreements with Northwest
                   Airlines.  Mesaba Aviation serves 109 cities in
                   29 states and Canada from Northwest's and
                   Mesaba Aviation's three major hubs: Detroit,
                   Minneapolis/St. Paul, and Memphis.  Mesaba
                   Aviation operates an advanced fleet of 98
                   regional jet and jet-prop aircraft, consisting
                   of the 69-passenger Avro RJ85 and the
                   30- 34-passenger Saab SF340.
                   See http://www.mesaba.com/

Chapter 11 Petition Date: October 13, 2005

Court: District of Minnesota (St. Paul)

Judge: Chief Judge Gregory F. Kishel

Debtor's Counsel: Michael L. Meyer
                  Ravich Meyer Kirkman McGrath & Nauman PA
                  4545 IDS Center
                  80 South Eight Street
                  Minneapolis, Minnesota 55402-2225
                  Tel: (612) 332-8511
                  Fax: (612) 332-8302

Financial Condition as of August 31, 2005:

      Total Assets: $108,540,000

      Total Debts:   $87,000,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Allied Signal Engines            Goods & Services    $3,645,249
1944 East Sky Harbor Circle
Phoenix, AZ 85034
Attn: Mike Beazley
Tel: (937) 602-1827

British Aerospace - AVRO         Goods & Services    $1,619,077
13850 McLearen Road
Herndon, VA 20171
Attn: David Spears
Tel: (703) 736-4300

GE Aircraft Engines              Goods & Services      $721,794
1 Neumann Way
Cincinnati, OH 45215-6301
Attn: Tom Hofer
Tel: (513) 552-3173

AVMAX Group Inc.                 Goods & Services      $686,036
380 McTavish Road NE #2
Calgary, Alberta T2E7G5
Canada
Attn: Don Parkin
Tel: (403) 735-3299

Bombardier Services Corp.        Goods & Services      $681,144
800 Rene Levesque Boulevard W
Montreal, Quebec H3B1Y8
Canada
Attn: Faouzi Mokhtar
Tel: (514) 7373

Corp. Lodging Consultants        Goods & Services      $584,402
8110 East 32nd N #200
Wichita, KS 67226
Attn: Ladd Welch
Tel: (316) 219-4214

Detroit Metropolitan Airport     Goods & Services      $509,305
Airport Managers Office
LC Smith Terminal Mezzanine
Detroit, MI 48242
Attn: Jean Kearney
Tel: (734) 942-3566

Messier Services Inc.            Goods & Services      $501,962
4360 Severn Way
Sterling, VA 20166-8910
Attn: Mark McDuffie
Tel: (703) 450-8400

AAR Aircraft & Turbine Center    Goods & Services      $493,030
3312 Paysphere Circle
Chicago, IL 60674
Attn: Chris Cooper
Tel: (630) 227-2000

Pan Am International             Goods & Services      $471,518
Flight Academy
5000 NW 36th Street
Miami, FL 33122
Attn: Ralph Leach
Tel: (703) 433-2201 ext. 8935

BAE Systems Regional Aircraft    Goods & Services      $338,183
13850 McLearen Road
Herndon, VA 20171
Attn: David Spears
Tel: (703) 736-4300

Aircraft Braking Systems         Goods & Services      $289,339
P.O. Box 73252
Cleveland, OH 44193-0165

Embraer Aircraft                 Goods & Services      $236,285
10 Airways Boulevard
Nashville, Tennessee 37217

Dunlop Aerospace North America   Goods & Services      $234,275
5673 Old Dixie Highway, Suite 120
Forest Park, GA 30297

Metro Airport Commission         Goods & Services      $232,148
6040 28th Avenue South
Minneapolis, MN 55450

Dowty Properllers-UK             Goods & Services      $214,009
Cheltenham Road East
Staverton
Gloucester GL2 9QN, UK

SAAB Aircraft of America         Goods & Services      $182,280
21300 Ridgetop CR
Sterling, VA 20166

Aerospace Composite Tech         Goods & Services      $177,320
3220 South Grove Street
Fort Worth, TX 76110

Dowty Propellers - Americas      Goods & Services      $165,135
114 Powers Court
Sterling, VA 20166-8321

Aramark Facility Service         Goods & Services      $151,470
22506 Network Place
Chicago, IL 60673-1225


METRIS COS: Subsidiary Issues $500 Mil. in Asset-Backed Securities
------------------------------------------------------------------
Metris Receivables, Inc., a wholly owned subsidiary of Metris
Companies Inc. (NYSE:MXT), will issue $500 million of two-year
credit card asset-backed securities through the Metris Master
Trust.  The securitization transaction features three classes of
publicly issued securities (Class A, Class M, Class B) and one
privately issued class of notes (Class C).

The pricing details of the Metris Master Trust Series 2005-2
transaction, which is expected to close later this month, are
summarized as:


  Class       Credit Ratings           Maturity    Amount   Spread to
          (S&P / Moody's / Fitch)                  ($MM)   1-Mo. LIBOR
  -----   -----------------------     ----------   ------  -----------
    A          AAA / Aaa / AAA        1.92 years    297.0        4 bps
    M           AA / Aa2 / AA         1.92 years     54.5       12 bps
    B            A / A2 / A           1.92 years     69.7       28 bps
    C         BBB / Baa2 / BBB        1.92 years     78.8       55 bps

In addition, there is a Double B rated Class D note of
$39.4 million that is being retained by the Company.

"We are very pleased with this transaction, which stands as the
tightest pricing transaction in our history," said Metris
Treasurer Scott Fjellman.

"We were especially pleased that the improved portfolio and
financial performance of the Company helped lower the overall
credit enhancement level by 350 basis points," said Jeff Blaschko,
Director of Treasury Operations.

Headquartered in Minnetonka, Minn., Metris Companies Inc. --
http://www.metriscompanies.com/-- is one of the largest bankcard  
issuers in the United States.  The company issues credit cards
through Direct Merchants Credit Card Bank, N.A., a wholly owned
subsidiary headquartered in Phoenix, Ariz.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 8, 2005,
Moody's Investors Service put on review for possible upgrade the
ratings of Metris Companies, Inc. (senior unsecured at B3) and its
bank subsidiary Direct Merchants Credit Card Bank NA (issuer at
Ba3).  The rating action was in response to the announcement that
Metris has agreed to be acquired by HSBC Finance Corporation
(senior unsecured at A1) in an all-cash transaction valued at $1.6
billion.  The ratings of HSBC Finance Corporation were affirmed;
the outlook remains positive.


MONONGAHELA POWER: Fitch Holds Preferred Stock Rating at BB+
------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BBB' to the $70 million of
5.375% first mortgage bonds due October of 2015 that will be
issued by Monongahela Power Company on Oct. 17, 2005.

The proceeds are anticipated to be used to redeem $70 million of
7.625% FMBs due 2025.  The new bonds will rank equally with
existing senior secured debt.

At the same time, Fitch has affirmed the existing ratings of MPC.  
The Rating Outlook is Stable.

The ratings of MPC reflect the benefits of ownership of interests
in a fleet of a predominantly coal fired generation plants in PJM,
the lack of competition in its West Virginia franchise service
area, a stable capital structure and adequate liquidity, as well
as improvement in the credit quality of the parent and Allegheny
Energy Supply affiliate.  

MPC had $49 million of cash and cash equivalents on hand as of
June 30, 2005 and can supplement internal liquidity through
participation in a money pool with affiliates West Penn Power and
Potomac Edison.  Fitch anticipates the $300 million of bonds due
in October of 2006 will be refinanced in a routine manner.  MPC
has $15.5 million of long-term debt maturities in 2007 and no debt
maturing in 2008-2009.

Fitch's rating concerns include increasing prices for fuel and
transmission in a historically less favorable regulatory
environment in West Virginia, increasing capital spending needs
for plant upgrades and risks associated with emissions-related
legal proceedings.  

MPC continues to operate under a moratorium of the fuel cost
adjustment mechanism in West Virginia.  MPC is considering using a
utility tariff securitization bond to fund the estimated $340
million construction cost of a scrubber for the Fort Martin, West
Virginia plant, subject to West Virginia Public Service Commission
and other approvals, which would enable the pollution control
upgrades to be done more quickly.

The ratings also incorporate risks associated with affiliate
rating linkage to Allegheny Energy Supply, LLC. (AE Supply, rated
'B+' with a Positive Outlook by Fitch) that result from joint
ownership and operation of generating plants.

However, the risk of ratings contagion from these linkages has
been reduced through improvement in AE Supply's credit quality.  
MPC's generation assets consist of minority ownership in plants
that are majority owned by AE Supply and pledged to its lenders.

MPC supplies power to small commercial and residential customers
in Ohio majority through a power purchase agreement with AE Supply
and it supplies power to large commercial and industrial customers
(including street lighting) in Ohio through direct purchase from
PJM.  

Following closure of the transaction for the sale of the Ohio
assets, MPC will continue to service its former customers in Ohio
by selling power to Columbus Southern under a contract that will
expire in May 2007.  Fitch's Stable Rating Outlook includes an
expectation that MPC will generate approximately $100 million of
funds from operations in 2006 from core electric utility
operations in West Virginia.

MPC sold Mountaineer Gas Company in September 2005.  Cash proceeds
received at closing were $161 million and the buyer also assumed
$87 million of the company's debt.  Mountaineer has been a
persistent drag on MPC's profitability.  In addition, MPC has
reached agreement to sell its Ohio assets and expects to close the
transactions by year-end 2005.  The anticipated sale of the Ohio
portion of MPC's service territory to Columbus Southern for
approximately $55 million is anticipated to improve profit margins
and will put an end to long running disputes with the Ohio Public
Service Commission over the transition to market rates.

Ratings affirmed with a Stable Rating Outlook:

    -- Senior secured debt 'BBB';
    -- Senior unsecured debt 'BBB-';
    -- Preferred Stock 'BB+'.


MORGAN STANLEY: Fitch Retains $5.3MM Class N Certs. at Junk Level
-----------------------------------------------------------------
Fitch Ratings upgrades these classes of Morgan Stanley Capital I
Inc.'s commercial mortgage-backed pass-through certificates,
series 1998-WF2:

     -- $47.8 million class C to 'AAA' from 'AA';
     -- $53.1 million class D to 'AA' from 'A';
     -- $21.2 million class E to 'A+' from 'A-';
     -- $21.2 million class F to 'A-' from 'BBB+';
     -- $23.9 million class G to 'BBB' from 'BBB-';
     -- $10.6 million class H to 'BB+' from 'BB'.

In addition, Fitch affirms these classes:

     -- $487.7 million class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $53.1 million class B at 'AAA';
     -- $8 million class J at 'BB-';
     -- $8 million class K at 'B+';
     -- $15.9 million class L at 'B-';
     -- $5.3 million class M remains at 'CCC'.

Fitch does not rate the $2.5 million class N.  The class A-1
certificates have been paid in full.

The rating upgrades are the result of increased credit enhancement
resulting from scheduled amortization and paydown.  As of the
September 2005 distribution date, the pool's aggregate balance has
been reduced 28.6%, to $758.3 million from $1.06 billion at
issuance.

Wells Fargo, the master servicer, collected year-end 2004
financial statements for 95% of the properties by balance.  Based
on the information provided, the YE 2004 weighted average debt
service coverage ratio for the pool is 1.75 times (x), which has
increased from 1.56x at issuance.

There are currently no delinquent or specially serviced loans.


MORGAN STANLEY: Fitch Holds Low-B Ratings on Four Cert. Classes
---------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital I Inc.'s commercial
mortgage pass-through certificates, series 1999-CAM1:

     -- $26.2 million class C to 'AAA' from 'AA+';
     -- $12.1 million class D to 'AA+' from 'AA-';
     -- $20.2 million class E to 'A' from 'A-'.

In addition, Fitch affirms these classes:

     -- $37.2 million class A-2 at 'AAA';
     -- $54.4 million class A-3 at 'AAA';
     -- $205.8 million class A-4 at 'AAA';
     -- Interest only class X at 'AAA';
     -- $26.2 million class B at 'AAA';
     -- $8.1 million class F at 'BBB+';
     -- $14.1 million class G at 'BBB';
     -- $14.1 million class H at 'BB+';
     -- $6.0 million class J at 'BB-';
     -- $8.1 million class K at 'B+';
     -- $6.0 million class L at 'B';
     -- $6.0 million class M at 'CCC';
     -- $3.5 million class N remains 'D'.

Class A-1 has been paid in full.

The rating upgrades are due to additional paydown, which has
resulted in increased subordination levels to the investment grade
classes.  As of the September 2005 distribution date, the pool's
aggregate certificate balance has been reduced 43.6% to $448.0
million from $806.5 million at issuance.  The pool remains diverse
with 107 of the original 152 loans remaining outstanding.  The top
5 loans represent less than 18% of the pool.

Although there are currently no delinquent or specially serviced
loans in the transaction, 8.9% are Fitch loans of concern due to
declining DSCR and occupancy.  To date, the pool has realized
losses totaling $6.6 million.


NEAL THOMAS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Neal Leon Thomas
        d/b/a Neal's Key Service
        d/b/a NKS Motorsports
        2923 Camino del Zuro
        Thousand Oaks, California 91360

Bankruptcy Case No.: 05-18611

Type of Business: The Debtor, d/b/a Neal's Key Service, is a
                  locksmith.  The Debtor also sells motorcycle
                  parts, accessories and apparel as NKS
                  Motorpsorts.

Chapter 11 Petition Date: October 12, 2005

Court: Central District of California (San Fernando Valley)

Judge: Maureen Tinghe

Debtor's Counsel: Steven R. Fox, Esq.
                  17835 Ventura Boulevard #306
                  Encino, California 91316
                  Tel: (818) 774-3545

Total Assets: $492,288

Total Debts:  $1,129,891

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Washington Mutual             Loan #000-00-001-8         $45,491
P.O. Box 660391               Customer #00-2001985-5
Dallas, TX 75266-0391

Wells Fargo Bank                                         $41,149
Business Direct Collections
100 West Washington 5th Floor
Phoenix, AZ 85003

Wells Fargo                   Business credit line       $40,691
P.O. Box 54349
Los Angeles, CA 90054-0349

Chrysler Financial            2004 Dodge Truck           $35,395
                              Value of security:
                              $25,000

Citi                                                     $32,437

Chrys Fncl                    Automobile                 $32,017

Citi                          Credit card                $27,343

Keybank Na                                               $22,326

Advanta                       Credit card                $20,230

Cap One Bk                    Charge account             $19,966

Capital One                   Credit card                $17,551

Amex                                                     $16,781

Citi                                                     $15,352

American Express              Credit card                $14,555

Chase                                                    $13,439

Citi                          Credit card                $13,083

Chase                         Automobile                 $11,990

Chase                         Credit card                $11,696

Chrys Fncl                    Automobile                  $8,729

Wells Fargo Bank                                          $8,199


NITALY RODRIGUEZ: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Nitaly J. Rodriguez
        a/k/a Joseph Rodriguez
        37305 Ingraham Street
        Newark, California 94560

Bankruptcy Case No.: 05-47040

Type of Business: The Debtor previously filed for chapter 11
                  protection on Mar. 3, 2005 (Bankr. N.D. Calif.
                  Case No. 05-41009) (Newsome, J.).

Chapter 11 Petition Date: October 12, 2005

Court: Northern District if California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Marc Voisenat, Esq.
                  Law Offices of Marc Voisenat
                  1330 Broadway #1035
                  Oakland, California 94612
                  Tel: (510) 272-9710

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


NORTHWEST AIRLINES: Eyes $1.4BB Labor Cuts in Sec. 1113 Litigation
------------------------------------------------------------------
As part of its restructuring, Northwest Airlines (OTC: NWACQ) is
seeking $2.5 billion in overall savings in order to return the
company to profitability on a sustained basis.  To achieve these
savings, Northwest is committed to realizing competitive labor and
non-labor costs, restructuring its balance sheet, achieving market
rates for its aircraft and optimizing business practices.

With respect to its efforts to realize competitive labor costs,
Northwest filed a Section 1113(c) motion with the U.S. Bankruptcy
Court for the Southern District of New York that outlines the
company's financial condition, competitive environment, and
proposed labor cost reductions.  The filing requests that the
court reject the existing labor agreements if the company is
unsuccessful in reaching new terms with its labor groups through
collective bargaining.

"Now that Northwest has commenced its bankruptcy process, we will
continue our transformation into a modern, competitive carrier.   
We have identified several key goals necessary to complete this
transformation: achieve competitive labor and non-labor costs,
strengthen our balance sheet, achieve market rates for our
aircraft, optimize our business model, and right-size the airline.  
With jet fuel at record high levels and most of our competitors
operating with a much lower cost structure than Northwest, the
airline must move quickly to achieve these results," said Doug
Steenland, president and chief executive officer.

"Our primary labor cost reduction goal remains reaching consensual
agreements with all of our unions.  Our Section 1113(c) filing
today serves as a backstop in the event these negotiations do not
provide the labor cost structure we require in the time frame
necessary.  We must quickly reduce our labor costs by $1.4 billion
annually.  Our court motion gives union leaders and Northwest
management time to reach the necessary agreements, before the
court would be compelled to intervene and impose new contracts,"
Mr. Steenland continued.

                       Target Savings

The court motion outlined Northwest's new targets for its labor
groups.  These targets have been communicated to union leaders.  
The total labor cost savings requirement includes the $285 million
in annual savings the airline realized from its pilots and
salaried and management employees starting in December 2004, as
well as the approximate $200 million in annual savings achieved
from restructuring Northwest's maintenance organization after the
strike by Aircraft Mechanics Fraternal Association (AMFA)-
represented employees in August.

Northwest said that its salaried and management employees will
take a second round of pay and benefits reductions in the near
future.

                Other Restructuring Goals

Steenland continued, "In addition to achieving the necessary labor
and non-labor cost savings, Northwest must restructure its balance
sheet during the Chapter 11 process. The company's debt holders
will need to shoulder their fair share of the sacrifices necessary
to restructure Northwest. As we continue through the restructuring
process, we will be taking actions to strengthen the airline's
balance sheet.

"Northwest must also be right-sized to compete in the new
marketplace. Northwest will become a smaller airline to compete
successfully in a world where fuel may continue to be priced at
$60 per barrel or more and refining costs are at record levels.
Routes that might have been commercially viable with oil at $40
per barrel are not profitable at $60 per barrel or higher.
Moreover, a number of airplanes in our fleet have above-market
lease rates."

Steenland added, "We need to be in a position to either return
these airplanes to their owners or obtain market-based lease
rates. We have started the process by returning seven airplanes
and have identified more than 100 additional Northwest-operated
aircraft as well as aircraft owned by Northwest but operated by
our regional partners as candidates for return."

SCHEDULE UPDATED

As a step in right-sizing the airline, Northwest also reduced its
late fall schedule. Along with previously announced reductions,
Northwest anticipates that its fourth quarter system mainline
capacity will be down seven to eight percent compared with the
fourth quarter of 2004, with domestic mainline capacity decreasing
nine to ten percent, and international mainline capacity down four
to five percent.

Tim Griffin, executive vice president of marketing and
distribution, said, "Record-high fuel costs, industry
overcapacity, and the growth of low-cost carriers and the fares
they are able to offer are negatively impacting the financial
performance of many of the flights we currently operate."

"The schedule reductions will have minimal impact on the airline's
three domestic hubs. Many of the markets we serve will see no
change in the number of flights offered."

"The late fall schedule provides the markets we serve with broad
time-of- day coverage, while judiciously and responsibly reducing
capacity. This element of Northwest's restructuring increases
aircraft utilization, making Northwest a more efficient airline,"
Griffin added.

As the U.S. airline industry moves into the traditionally slower
winter travel season, Northwest is planning additional schedule
reductions beginning in January 2006. While Northwest's January
schedule is still under review, the airline expects its first
quarter 2006 system mainline capacity to be down 11 percent to 13
percent from the same period in 2005. Over time, the Northwest
mainline flight schedule could be reduced by as much as 15 percent
or more.

"The actions we are announcing today are indicative of Northwest's
desire to move expeditiously through the bankruptcy process in
order to restructure its costs so that the airline can remain a
strong global competitor in the years ahead," Steenland concluded.

Northwest Airlines 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.


NORTHWEST AIRLINES: UST Appoints Unsecured Creditors' Committee
---------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Deirdre A.  
Martini, the United States Trustee for Region 2, appoints nine
members to the Official Committee of Unsecured Creditors in
Northwest Airlines Corp. and its debtor-affiliates' Chapter 11
cases.

The Creditors Committee consists of:

  (1) Pension Benefit Guaranty Corporation
      1200 K Street, N.W.
      Washington, D.C. 20005
      Attn.: Adi Berger
      Attn.: Garth Wilson
      Tel. Nos. (202) 362-4000 ext. 4764
                (202) 363-4000 ext. 3878

  (2) HSBC Bank USA, N.A., as Indenture Trustee
      452 Fifth Avenue
      New York, New York 10018-2706
      Attn.: Robert A. Conrad
      Tel. No. (212) 525-1314

  (3) AVSA, S.A.R.L.
      2 rond point Maurice Bellonte
      31707 Biagnac CEDEX France
      Attn.: Renee Martin-Nagle
      Tel. No. (703) 834-3545

  (4) Bombardier, Inc.
      400 Cote-Vertu Road West
      Dorval-Quebec H4S 1Y9
      Attn.: Guy Billiveau, Senior Legal Counsel
      Tel. No. (416) 375-3073

  (5) Air Line Pilots Association, International
      c/o NWA MEC Office
      7900 International Drive, Suite 875
      Bloomington, Minnesota
      Attn.: James MacKenzie
      Tel. No. (952) 854-4484

  (6) International Association of Machinists and
         Aerospace Workers AFL-CIO
      9000 Machinists Place
      Upper Marlboro, Maryland 20772
      Attn.: David Neigus, Associate General Counsel
      Tel. No. (301) 967-4510

  (7) General Electric Company
      c/o GE Commercial Aviation Services LLC
      201 High Ridge Road, 1st Floor
      Stamford, Connecticut 06927-4900
      Attn.: William Carpenter
      Tel. No. (203) 961-2024

  (8) Sky Chefs, Inc.
      6191 North State Highway 161
      Irving, Texas 75038
      Attn.: Janice L. Kiraly
      Tel. No. (972) 793-9753

  (9) U.S. Bank National Association, as Indenture Trustee
      Corporate Trust Services
      60 Livingston Avenue, Third Floor
      St. Paul, Minnesota 55107-2292
      Attn.: Timothy J. Sandell, Vice President
      Tel. No. (651) 495-3959

Tom Becker at Bloomberg News reports that certain law firms
have approached the Committee to represent them in the Debtors'
cases, including:

   * Shearman & Sterling;
   * Smith, Gambrell & Russell;
   * Pachulski, Stang, Ziehl, Young, Jones & Weintraub;
   * Haynes & Boone; and
   * Greenberg Traurig.

                     Northwest Outlines Plan

Northwest Airlines executives attended the creditors' meeting in
New York and presented the company's plans to improve its
operating and financial performance, The Wall Street Journal
reports.

Journal writer Susan Carey says Northwest told creditors it wants
to improve profit by $2.2 billion to $2.5 billion through labor
savings, capacity reductions, balance sheet restructuring and
improving its business model.

Northwest intends to remove 10% of its available seat-miles
domestically and 8% overall in the fourth quarter.  Northwest
also plans to establish a new subsidiary that would operate
regional jets in the 70 to 100-seat range, according to Ms.
Carey.

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. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Wants to Walk Away from 14 Leases & Subleases
-----------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, Northwest
Airlines Corp. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to reject
14 unexpired leases and subleases with respect to certain non-
residential real properties.

After a careful review, the Debtors have determined that the
leases and subleases are not required for the future of their
businesses or that they are burdensome to the Debtors' estates.  
Accordingly, the Debtors believe that rejection of the leases and
subleases is in the best interests of their estates and
creditors.

The Debtors marketed the leases but found no acceptable offers.  
To mitigate amounts owing under certain of the leases, the
Debtors entered into the subleases for rents that were the same
or only slightly greater than the rents owing to the landlords
under the primary leases.  The Debtors are seeking to reject both
the primary leases and the subleases.  They believe that both the
landlords and subtenants will have an ample opportunity to reach
an appropriate accommodation.

A list of the Rejected Leases is available free of charge at:

          http://bankrupt.com/misc/NWA_leases_list.pdf

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, relates that the rejected leases include a
prepetition lease between Northwest Airlines and Rosedale Market
Place Associates, LP, in connection with the property located at
the Rosedale Market Place in Roseville, Minnesota.  Northwest
Airlines guaranteed its obligations under the Roseville Lease
pursuant to a Lease Termination Agreement and Guaranty dated as
of April 8, 2004.  Northwest Airlines has ceased making payments
under the Roseville Lease and found a successor tenant to occupy
the property subject to the Lease.

To the extent that it is deemed an executory contract, the
Debtors also seek to reject the Guaranty.

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. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Wants Claims Resolution Procedure Established
-----------------------------------------------------------------
To ensure the continuous supply of goods that are vital to their
ongoing operations, Northwest Airlines Corp. and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of New York to:

   (i) establish procedures for the resolution and payment of
       reclamation claims;

  (ii) provide administrative treatment for certain holders of
       valid reclamation claims; and

(iii) prohibit third parties from interfering with delivery of
       the Debtors' goods.

Section 546(c)(1) of the Bankruptcy Code authorizes vendors who
have sold goods to a debtor in the ordinary course of business to
reclaim the goods if:

   (a) the debtor was insolvent when the goods were delivered;

   (b) the seller demands reclamation in writing;

   (c) the demand is made within 10 days after the debtor
       received possession of the goods or within 20 days if the
       10-day period would expire after the Petition Date; and

   (d) the Seller is otherwise entitled to reclamation under
       applicable state law.

To reclaim goods, the debtor must have had actual possession of
the goods at the time the debtor received the written reclamation
demand.

According to Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, in New York, the Debtors are faced with the prospect
of simultaneously defending multiple reclamation adversary
proceedings at a time when they need to focus on critical aspects
of the reorganization process.

Accordingly, the Debtors propose to adopt a uniform procedure for
determining and settling all valid reclamation claims.

                Administrative Status to Claims

Pursuant to Section 546(c)(2) of the Bankruptcy Code, the Court
may deny reclamation to a seller if the Court grants the seller's
claim an administrative expense priority pursuant to Section
503(b).

The Debtors propose that administrative treatment be granted to a
valid claim of any seller:

   (a) who timely demands in writing reclamation of Goods;
       
   (b) whose Goods the Debtors have accepted for delivery;

   (c) who properly identifies the Goods to be reclaimed; and

   (d) whose goods the Debtors do not agree to make available for
       pick-up by the seller.

                        Return of Goods

The Debtors will make goods available for pickup by any
reclamation claimant:

   (1) who properly and timely makes a written demand for the
       reclamation of goods;

   (2) whose goods the Debtors have accepted for delivery; and

   (3) who properly identifies the goods to be reclaimed.

To avoid any interruptions to their business operations, the
Debtors want the Court to enjoin the Reclamation Claimants from
seeking to reclaim any goods or interfering with the delivery of
any of the goods.

                   Reconciliation of Claims

The Debtors will reconcile and pay reclamation claims under these
terms:

   (a) Any vendor asserting a reclamation claim must demonstrate
       that it has satisfied all requirements entitling it to a
       right of reclamation under applicable state law and
       Section 546(c)(1);

   (b) The Debtors will file a report, on notice to the
       reclamation claimants, stating the asserted reclamation
       claims, and whether they believe the claims are valid;

   (c) Absent further Court order, the Debtors will file the
       Report within 120 days of the Court's ruling on the
       request;

   (d) If the Debtors fail to file the Report within the required
       period of time, any reclamation claimant may make a motion
       for allowance of its reclamation claim;

   (e) All parties-in-interest may object to the treatment of any
       asserted reclamation claim within 20 days after the Report
       is filed;

   (f) The reclamation claims deemed invalid in the Report that
       are not the subject of a timely filed objection, will be
       deemed invalid without further Court order; and

   (g) All valid reclamation claims allowed under the Report will
       be paid by the Debtors as administrative expenses of their
       estates.

In the event that an allowed reclamation claim is paid earlier
than the effective date of a confirmed plan of reorganization,
any payments will be subject to any reserved defenses.  

By the payment and acceptance under the reclamation procedures,
the Debtors do not in any way waive any claims they may have
against any vendor relating to preferential or fraudulent
transfers, or other potential claims, counterclaims or offsets
with respect to those vendors.  

By accepting payment in accordance with the reclamation
procedures, the holder of holder to a reclamation claim is deemed
to warrant that it has not assigned any of its rights to its
claim.

            No Alternative Methods for Reclamation

The Debtors ask the Court to set the Proposed Procedures as the
as the sole and exclusive method permitted with respect to the
resolution and payment of Reclamation Claims asserted against
them.  

They request that all sellers be prohibited from (i) seeking any
other treatment for their reclamation claims other than as
permitted by the Reclamation Procedures, and (ii) from commencing
adversary proceedings against the Debtors in respect of
reclamation claims.

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. 5;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NOVOSTE CORP: Amends Purchase Agreement with Best Medical
---------------------------------------------------------
Novoste Corporation (NASDAQ: NOVT) and Best Medical International,
Inc. entered into an Amended and Restated Asset Purchase Agreement
whereby Best Vascular, Inc., an affiliate of Best, will acquire
substantially all of the assets related to Novoste's Vascular
Brachytherapy business and assume specified liabilities associated
with those assets and the continued operation of the VBT business.

The Amended and Restated Asset Purchase Agreement is an amendment
and restatement of the previously announced asset purchase
agreement originally entered into by the parties on Aug. 25, 2005.  
Best, a privately held company based in Fairfax, Virginia, is
engaged in the design, distribution and manufacture of radiation
products for the oncology, urology, neurology and gynecology
markets.  The consummation of the asset transaction with Best is
subject to the satisfaction of certain conditions, including the
issuance of regulatory licenses necessary for the transfer of the
VBT business to Best Vascular and shareholder approval of the
transaction by Novoste's shareholders.  The consideration for the
sale of the assets by Novoste to Best Vascular is the assumption
by Best Vascular of various liabilities of Novoste related to its
VBT business.

In addition, unless previously settled, Best Vascular will assume
any liabilities arising or incurred after the closing associated
with certain patent infringement litigation currently pending
against Novoste and Novoste will make a specified cash payment to
Best Vascular in connection with its assumption of such
liabilities.  As previously announced, Novoste and Best entered
into a Marketing Representation Agreement, which establishes Best
Vascular as the marketing representative of Novoste as of Aug. 25,
2005 and this agreement has been extended from Oct. 14, 2005 to
Dec. 31, 2005, unless the Amended and Restated Asset Purchase
Agreement is terminated or consummated earlier.

Krish Suthanthiran, President of Best, has commented, "We continue
to be excited about the opportunity that exists for Best Vascular
in the VBT market.  The acquisition of these assets fits our
strategy of providing brachytherapy therapy products across a wide
variety of clinical applications.  It is of utmost importance that
radiation therapy is available to cardiologists and their
patients.  The Novoste system is the only remaining vascular
brachytherapy product on the market and having previously supplied
Cordis Corporation, a Johnson & Johnson company with VBT products,
we believe we have the capability to assure the continuation of
this important therapy in the cardiology market.  We remain
committed to our radiation oncology customer base and look forward
to serving the particular needs of the cardiology community with a
therapy that has proven durable results.  Under the existing
marketing agreement with Novoste, Best Vascular has already begun
the process of contacting existing and prior VBT accounts.  We
view this market as a long term opportunity for Best and are
pleased that various Novoste employees will join the Best team."

Al Novak, President and Chief Executive Officer of Novoste, said,
"Krish Suthanthiran and the Best team have demonstrated their
ability to manage this technology.  As a result of the Asset
Purchase Agreement, the Novoste Board of Directors will provide
their recommendations to our shareholders as to the direction of
the Company in a proxy statement that will be filed with the SEC
in the next several weeks."

Best's corporate headquarters is located at 7643 Fullerton Road,
Fairfax, Virginia.  Best Vascular, an affiliate of Best, has been
established for the purpose of focusing on the vascular
brachytherapy business to be acquired from Novoste.  Best is known
for its radiation seed products utilizing several different
isotopes.  Founded in 1977, Best has pioneered new ideas in
brachytherapy including vascular brachytherapy and is a leader in
the provision of radiation seeds for use by urologists in the
treatment of prostate cancer.  Best's mission is to uphold its
excellent reputation by consistently exceeding the expectation of
those it serves in the healthcare field by developing,
manufacturing and delivering cost-effective, high quality products
to benefit patients throughout the world.

Novoste Corporation -- http://www.novoste.com/-- based in Atlanta  
Georgia, develops advanced medical treatments for coronary and
vascular diseases and is the worldwide leader in vascular
brachytherapy.  The Company's Beta-Cath(TM) System is commercially
available in the United States, as well as in the European Union
and several other countries.  Novoste Corporation shares are
traded on the NASDAQ National Stock  Market under the symbol NOVT.  

                          *     *     *

         Board Okays Unit's Wind-Down & Evaluates Options

As reported in the Troubled Company Reporter on Feb. 24, 2005,  
Novoste Corporation's Board of Directors has determined that its
vascular brachytherapy business is no longer viable and, as a
result, has authorized a staged, wind-down of the business.  

The Board has determined that this decision is necessary to
preserve the Company's cash resources and arises as a result of
the continuing decline in revenue for the Company's VBT product.  
The Board continues to evaluate strategic alternatives, including
liquidation and dissolution, and believes that it will be able to
conclude its evaluation of alternatives within sixty days.  
However, it has determined that the strategic alternatives
available to the Company do not include an ongoing requirement for
a field sales force focused on disposable, medical devices.  
Accordingly, Novoste will reduce its U.S. workforce in the first
quarter by 52 employees, from 97 employees.

Novoste has posted recurring losses for the past three years.  
The company's latest publicly disclosed balance sheet shows $34
million in assets and $7 million in debt.  As reported in the  
Troubled Company Reporter on Jan. 11, 2005, Novoste hired  
Asante Partners LLC in April 2004 to "identify and implement
strategic and financial alternatives" -- including a shutdown,
dissolution and liquidation of the company.


NRG ENERGY: Gets $4.8B Financing Deal for Texas Genco Acquisition
-----------------------------------------------------------------
NRG Energy, Inc., received a Commitment Letter from Morgan Stanley
Senior Funding, Inc., and Citigroup Global Markets, Inc., to
provide the Company with up to $4.8 billion in senior secured debt
financing required to consummate the Company's acquisition of all
of Texas Genco LLC's outstanding equity interests.

The financing commitment includes:

   * up to $3.2 billion under a senior first priority term loan
     facility;

   * up to $600 million under a senior first priority secured
     revolving credit facility; and

   * up to $1 billion under a senior first priority secured
     synthetic letter of credit facility.

The Commitment Letter further provides for up to $5.1 billion in
bridge financing to fund all amounts required to consummate the
Acquisition, which are not provided for under the senior secured
debt financing.

NRG Energy, Inc., owns and operates a diverse portfolio of power-
generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2005,
Moody's Investors Service affirmed the ratings of NRG Energy, Inc.
(NRG: B1 Corporate Family Rating) and Texas Genco, LLC (TGN: Ba3
Corporate Family Rating).  This action follows the announcement
that NRG has agreed to acquire all the outstanding equity of TGN
for about $5.8 billion and the assumption of about $2.5 billion of
TGN net debt.  The rating outlook for NRG is revised to developing
from stable.  The rating outlook for TGN continues to be stable.

Ratings affirmed at NRG include:

   * Secured term loan and secured revolving credit rated Ba3;
   * Corporate Family Rating at B1;
   * Second lien secured notes rated B1;
   * Preferred stock at B3;
   * Speculative Grade Liquidity (SGL) Rating of SGL-1


NVE INC: Wants Until February 6 to Decide on Leases
---------------------------------------------------
NVE Inc. asks the U.S. Bankruptcy Court for the District of New
Jersey for more time to decide whether to assume, assume and
assign, or reject unexpired non-residential real property leases
pursuant to Section 365(d)(4) of the Bankruptcy Code.  The Debtor
wants the extension until Feb. 6, 2005.

The Debtor submits that the extension will permit it to properly
evaluate the merits of each unexpired lease.  Absent the
extension, the Debtor says it might assume leases that will prove
cumbersome in the future or reject leases that will prove useful
it its reorganization.

Headquartered in Andover, New Jersey, NVE Inc. dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, ephedra.  The Debtor
filed for chapter 7 liquidation proceeding on August 10, 2005
(Bankr. D. N.J. Case No. 05-35692).  Daniel Stolz, Esq., at
Wasserman, Jurista & Stolz, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for chapter 7, it
listed $10,966,522 in total assets and $14,745,605
in total debts.


NVE INC: Wants Until Dec. 31 to Remove State Court Actions
----------------------------------------------------------
NVE, Inc., asks the U.S. Bankruptcy Court for the District of New
Jersey to extend, until Dec. 31, 2005, the period within which it
may remove claims and causes of action in its pending civil cases.

The Debtor filed a voluntary petition for Chapter 11 on Aug. 10,
2005, following a slew of personal injury and wrongful death
lawsuits in connection with its sale of Ephedra-containing
products.

The U.S. Food and Drug Administration banned the sale of dietary
supplements containing Ephedra, effective April 12, 2004, due to
concerns over their cardiovascular effects, including increased
blood pressure and irregular heart rhythm.

As of the petition date, the Debtor was a party to 114
lawsuits pending in various courts throughout the country.

The Debtor asks for the extension because the current Nov. 8,
2005, deadline is insufficient to  preserve its right to remove
the claims and causes of action in the pending civil actions.

On Oct. 24, 2005, the U.S. District Court will convene a hearing
to consider the Debtor's request to transfer all cases pending in
all jurisdictions other than the Southern District of New York to
the District of New Jersey.  The Debtor explains that given the
procedural status of the transfer motion, it may not be in a
position to seek removal of the cases subject to the motion by
Nov. 8.

The Bankruptcy Court will convene a hearing at 10:00 a.m. on
Nov. 7, 2005, to consider the Debtor's request.

Headquartered in Andover, New Jersey, NVE Inc. dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, ephedra.  The Debtor
filed for chapter 7 liquidation proceeding on August 10, 2005
(Bankr. D. N.J. Case No. 05-35692).  When the Debtor filed for
chapter 7, it listed $10,966,522 in total assets and $14,745,605
in total debts.


ORBIT BRANDS: Trades Stock Under New OBBCQ Ticker
-------------------------------------------------
Orbit Brands Corporation successfully filed with the Securities
and Exchange Commission to change their ticker symbol to OBBCQ
from OBTV.

Orbit Brands Corporation commenced trading under the new symbol
OBBCQ on Wednesday, Oct. 12, 2005.  The "Q" in the ticker symbol
is an SEC designation for companies in bankruptcy status.  Upon
emergence from bankruptcy, the "Q" will be removed from the active
ticker symbol.

"The new ticker symbol more adequately reflects ORBIT BRANDS
CORPORATION," Joe Cellura, Chief Executive Officer of Orbit Brands
Corporation, said.  "The old symbol 'OBTV' has been with the
company since it changed its name from Divot Golf Corporation to
Orbit Travel Corporation in 1999.  The new symbol reflects our new
name and direction."

Orbit Brands Corporation -- http://www.orbitbrandscorp.com/--    
focus on the growth via the acquisition and development of early  
stage high growth companies in the technology, health and fitness,  
and consumer goods industries.  

Three of Orbit Brands' creditors, represented by Simon J. Dunstan,  
Esq., at Hughes & Dunstan, LLP, filed an involuntary chapter 11  
petition against the company on June 25, 2004 (Bankr. C.D. Calif.,  
L.A. Div., Case No. 04-24171.  On Dec. 14, 2004, the Company  
consented to entry of an order for relief by filing a voluntary  
Chapter 11 petition.  Orbit Brands said that it elected to file  
for chapter 11 protection to bring a halt to vexatious litigation  
in several states and to protect the interests of shareholders and  
legitimate creditors.   

Orbit Brands has filed its Schedules of Assets and Liabilities and  
Statement of Financial Affairs, and a creditors committee has been  
appointed to represent the interests of the Company's unsecured  
creditors.


ORETECH INC: Creditors File Involuntary Chapter 11 Petition in Ga.
------------------------------------------------------------------
Six creditors of Oretech, Inc., filed an involuntary chapter 11
petition against Oretech and affiliated predecessor companies in
the U.S. Bankruptcy Court for the Middle District of Georgia,
Columbus Division on Oct. 11, 2005.  

George W. Jeter, Francis Hargarten, Jeff Smith, Jay W. Hobson,
Christopher M. Kiggins, and Steve Butler assert claims totaling
$832,143 for unsecured debt and unpaid wages.

Christopher Kiggins has resigned as Secretary, Treasurer and
Director of Oretech, Inc., a Nevada Corporation effective Oct. 4,
2005.

The petitioning creditors ask the Company's management to file the
appropriate disclosure statements with the Securities and Exchange
Commission regarding both the bankruptcy petition and the
resignation of Christopher Kiggins.

Headquartered in Fortson, Georgia, Oretech Inc. extracts specific
minerals from diverse feedstock and raw materials.  The Company's
six creditors filed an involuntary chapter 11 petition on Oct. 11,
2005 (Bankr. M.D. Ga. 05-42449).  


ORETECH INC: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Oretech, Inc.
                a/k/a PTI Enterprises, Inc.
                a/k/a PTI Ventures, LLC
                3000 Smith Road
                Fortson, Georgia 31808

Involuntary Petition Date: October 11, 2005

Case Number: 05-42449

Chapter: 11

Court: Middle District of Georgia (Columbus)

Judge: John T. Laney III

Petitioners' Counsel: The Petitioners say they are in  
                      the process of retaining counsel.

        
   Petitioners                Nature of Claim       Claim Amount
   -----------                ---------------       ------------
George W. Jeter               Unsecured debt            $322,741
1035 Standing Boy Court
Columbus, GA 31904

Francis Hargarten             Unsecured debt            $245,336
7186 Stillwater Drive         and unpaid wages
Columbus, GA 31904            and severance

Steve Butler                  Unsecured debt            $125,900
6935 Hilltop Court
Columbus, GA 31904

Jay W. Hobson                 Unsecured debt             $71,000
5512 Woodridge Road           and unpaid wages
Wilmington, NC 28409          and severance

Jeff Smith                    Unsecured debt             $53,667
767 River Oaks Court
Columbus, GA 31904

Christopher M. Kiggins        Unsecured debt             $13,500
6936 Weathersfield Road
Columbus, GA 31904


ORGANIZED LIVING: Files Liquidating Plan in S.D. of Ohio
--------------------------------------------------------
Organized Living, Inc., delivered its Liquidating Plan of
Reorganization and a Disclosure Statement explaining that Plan to
the U.S. Bankruptcy Court for the Southern District of Ohio,
Eastern Division, on Sept. 30, 2005.

The Plan calls for the liquidation of all of the Debtor's
remaining assets to fund payments to its creditors.  Deposits and
refunds as well as the net proceeds of any causes of action will
also fund the payments outlined in the Plan.

On the Effective Date, American Express Financial Services will be
appointed as Plan Administrator.  The Plan Administrator will be
responsible, among other things, for implementing the distribution
provided under the Plan, prosecuting causes of action and managing
the wind-down of the Debtor's business.

                     Treatment of Claims

Fleet Retail Finance Inc.'s $6.94 million secured claim against
the Debtor was fully paid on June 20, 2005, from the proceeds of
the sale of most of the Debtor's assets.  Fleet Retail's liens, to
the extent they encumber the Debtors' assets, will be extinguished
on the effective date.

Holders of allowed miscellaneous secured claims will receive, at
the Debtor's discretion, either:

      a) cash in full payment of the claim;

      b) the proceeds from the sale of disposition of the
         collateral securing the claim, to the extent of the value
         of their interests in the collateral;

      c) a surrender of the collateral securing the claim; or

      d) other distributions necessary to satisfy the requirements
         of the Bankruptcy Code.

Allowed priority claims will be paid in full and in cash on the
effective date of the Plan.

Holders of allowed general unsecured claims are entitled to
receive a pro rata share of the estate's available cash after
payment of all other priority and secured claims.  The Debtor
estimates the recovery of general unsecured claimholders at around
12% of the value of their claims.

The Plan Administrator will make interim distributions to the
unsecured claimholders on the last business day of the first month
following the end of each fiscal quarter.

Allowed unsecured claims considered as convenience claims will
receive a single cash payment equal to 15% of their allowed claim
on the effective date of the Plan.

All equity interest in the Debtor will be cancelled and equity
interest holders will get nothing under the Plan.

                      Causes of Action

The Debtor and the Official Committee of Unsecured Creditors are
investigating if approximately $11.5 million in payments made to
third parties within the 90 days prior to the petition date and
$34,000 in payments made to insiders within one year prior to the
petition date are avoidable.  The Plan Administrator will pursue
these investigations after the effective date.

The Bankruptcy Court will convene a hearing at 2:00 p.m. on
Oct. 27, 2005, to determine the adequacy of the Debtor's
Disclosure Statement.

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of  
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Tim Robinson, Esq., at Squire Sanders & Dempsey, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts of
$10 million to $50 million.


ORGANIZED LIVING: Committee Wants to Depose Former CEO
------------------------------------------------------
The Official Committee of Unsecured Creditors of Organized Living,
Inc., asks the U.S. Bankruptcy Court for the Southern District of
Ohio, Eastern Division, for permission to conduct an
investigation, pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure, of Gary Binkoski, the Debtor's former Chief
Executive Officer.

Ronald E. Gold, Esq. at Frost Brown Todd LLC, tells the Bankruptcy
Court that Mr. Binkoski worked for the Debtor from October 2004
until after the petition date.  The Committee wants to depose Mr.
Bonkoski to get information about the Debtor's affairs that could
result in the recovery of additional funds for distribution to
creditors.  The Committee also asks the Bankruptcy Court to direct
Mr. Binkoski to produce any and all documents in his possession
relating to the Debtor, the business of the Debtor, the assets of
the Debtor or the financial affairs of the Debtor.

The Committee's investigation will focus on:

    a) the facts and circumstances that led to the Debtor's
       bankruptcy;

    b) the Debtor's efforts to sell substantially all of its
       assets prior to the commencement of its chapter 11 case;

    c) the Debtor's efforts obtain additional or replacement
       financing prior to the petition date

    d) the Debtor's efforts by the Debtor to raise additional
       equity from its existing or current equity holders prior to
       the commencement of its chapter 11 case;

    e) the actions and conduct of the board of directors of the
       Debtor; and

    f) any other matters relating to the acts, conduct, property,
       liabilities, and financial condition of the Debtor which
       may affect the administration of the Debtor and the
       Debtor's estates.

Headquartered in Westerville, Ohio, Organized Living, Inc. --  
http://www.organizedliving.com/-- is a specialty retailer of   
storage and organization products for the home and office with
stores from coast to coast.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Kristin E. Richner, Esq., at Squire, Sanders & Dempsey L.L.P.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
between $10 million to $50 million in assets and debts.


OWENS CORNING: Wants Controversy Over Gertler Settlement Resolved
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors contends that some
or all of the payments made to settle asbestos claims held by
certain claimants under the Debtors' National Settlement Program
are avoidable and recoverable as fraudulent transfers, J. Kate
Stickles, Esq., at Saul Ewing LLP, in Wilmington, Delaware, tells
the Court.

Among other allegations, the Commercial Committee asserts that
the Debtors' NSP payments were made with an actual intent to
hinder, delay and defraud their non-asbestos creditors.

The Debtors maintain that the NSP payments were legitimate
settlement payments negotiated at arm's-length for which they
received reasonably equivalent value and fair consideration, and
that none of the payment is avoidable or recoverable as a
fraudulent transfer.

At the Commercial Committee's request and to resolve the
controversy created by its allegations as well as to preserve any
valid claim relating to the NSP, the Debtors ask the Court to
declare that the NSP payments are valid settlement payments and
not avoidable.

In the event that the Court finds that there is merit to the
Commercial Committee's allegations, the Debtors ask the Court to
enter an order avoiding and recovering some or all of the NSP
payments from:

    (1) Gertler, Gertler, Vincent & Plotkin, L.L.P., formerly
        known as Gertler, Gertler and Vincent, L.L.P., a law firm
        representing asbestos personal injury plaintiffs which
        entered into an NSP Agreement; and

    (2) An unknown number of John Does who entered into the NSP
        Agreement.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company
reported $132 million of net income in the nine-month period
ending Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No.
117; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Selling Texas Property to Weissker for $625 Million
------------------------------------------------------------------
Owens Corning and its debtor-affiliates acquired a real property
located at 10658 State Highway 294, in Tucker, Texas, from
Pabco/Western Fiberglass in 1995.  The Property is comprised of
three parcels.  The first parcel is a 20-acre land on which a
relatively small insulation plant is situated.  The second and
third parcels consist of 17.56 acres of land, which contains
several buildings in very poor condition.

Prior to 2002, Owens Corning operated the insulation plant at the
Property.  The plant was closed in the first quarter of 2002
because market demand for metal building insulation products
manufactured at the plant had decreased significantly and the
products were no longer competitive in unit cost or price.

All activity at the Property has ceased and the Debtors do not
need the Property for their operations, J. Kate Stickles, Esq.,
at Saul Ewing, in Wilmington, Delaware, tells the U.S. Bankruptcy
Court for the District of Delaware.  The Property is vacant and
has been available for sale since October 2002.

In early 2005, the Palestine Economic Development Corporation
contacted The Staubach Company, the Debtors' Court-approved real
estate brokerage firm, and suggested that there might be a
prospective buyer interested in purchasing the Property.

The Staubach Company, on the Debtors' behalf, met with Weissker
Properties, L.P., and the PEDC at the Property.  Discussions
ensued, and Weissker Properties made an offer to purchase the
Property for $500,000.

In April 2005, the Debtors obtained an appraisal of the Property,
which concluded that (i) the parcel containing the insulation
plant was worth $690,000; and (ii) the 17.56-acre parcel was
worth $35,000, assuming that the buildings located on that parcel
are removed.  The Staubach Company advised Weissker Properties of
the appraised values.  After several rounds of negotiations,
Weissker Properties agreed to increase the amount of its offer to
$625,000.

Given the existence of other commercial buildings and facilities
for sale in the Tucker, Texas, region, and the fact that those
properties largely remain unsold, and the ongoing out-of-pocket
costs of continuing to own and maintain the Property, the Debtors
determined that Weissker Properties' increased offer was
acceptable.

Accordingly, the Debtors entered into a Purchase and Sale
Agreement with Weissker Properties on September 14, 2005.

The salient terms and conditions of the Sale Agreement are:

    (a) The gross purchase price for the Property is $625,000,
        subject to certain adjustments.  The Agreement requires a
        $25,000 refundable security deposit.  The balance of the
        purchase price will be paid at Closing by wire transfer;

    (b) The Property does not include conveyor lines and equipment
        located at the Property or any environmental licenses,
        credits or other related rights.  The Debtors will remove
        these conveyor lines and equipment at Closing;

    (c) At Closing, the Debtors will transfer the Property and all
        personal property now located at the property except for
        the Retained Assets;

    (d) Weissker Properties may, at its option and expense and
        subject to certain terms and conditions, take possession
        of the Property for the sole purpose of inside storage
        within the area;

    (e) Weissker Properties is entitled to investigate certain
        matters regarding the Property including:

           (1) the Property's zoning, any applicable use permits
               or any other governmental rules and regulations
               limiting the use of the Property;

           (2) documents regarding historical environmental
               assessment data, real property leases, equipment
               leases, construction contracts, management
               contracts, reciprocal easement agreements, real
               property tax bills and any soil and building
               reports and engineering data; and

           (3) the Property's environmental condition.

    (f) Weissker Properties is entitled to review the title
        commitment, which is to be obtained at the Debtors' sole
        cost and expense; and survey, which may be
        obtained at Weissker Properties' sole cost and expense,
        with respect to the Property.  Weissker Properties is
        required to either approve that commitment and survey or
        notify the Debtors of any matter reasonably objectionable.

        The Agreement also provides for the resolution of any
        objection or any other objection to the Investigative
        Matters.

        Weissker Properties may elect to terminate the Agreement
        regardless of the curing of all objections;

    (g) Weissker Properties will indemnify and will release the
        Debtors from claims, which relate to the condition of the
        Property arising from and after the Closing.

        The Debtors will indemnify Weissker Properties for claims
        arising out of a breach of their representations,
        warranties and covenants in the Agreement;

    (h) Weissker Properties agrees to accept the Property in an
        "as is, where is" condition.  The Debtors will not be
        obligated to make any improvements, repairs or changes to
        the Property; and

    (i) Closing will occur when all applicable conditions have
        been satisfied or waived but not later than 75 days after
        the date of the Agreement.

The Debtors ask the Court to approve their Sale Agreement with
Weissker Properties.

Except for a purported mechanic's lien claim for $42,856 filed by
East Texas Fabrication, Inc., postpetition, the Debtors are not
aware of any outstanding prepetition property taxes or other
claims for which liens have been asserted against the Property.

Thus, the Debtors seek the Court's authority to escrow or reserve
funds to allow for the satisfaction of any outstanding Property
Claims owed, including any mechanic's lien of East Texas.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company
reported $132 million of net income in the nine-month period
ending Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No.
115; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Court Approves Aircraft Sale Procedures
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
procedure for the sale of two Raytheon Hawkers and a Dassault
Falcon.

Owens Corning leases these aircraft from:

    1. Pitney Bowes Credit Corporation;

    2. Hitachi Capital America Corp., formerly known as Hitachi
       Credit America Corp.; and

    3. First Security Bank, National Association, as owner
       trustee, for the benefit of PBCC.

The Aircraft Agreements provide that in the event that Owens
Corning does not exercise the purchase option for a particular
aircraft, Owens Corning must, at least 180 days prior to the
expiration of each respective Aircraft Agreement, market the
aircraft for sale to a third party.  The lessors retain the right
to reject any proposed buyer if the net sale proceeds are less
than the Maximum Lessor Risk Amount.

The approved procedure provides that:

    a. Owens Corning will notify PBCC and Hitachi, as applicable,
       of qualifying bids received;

    b. Upon confirming that a bid received for a particular
       aircraft complies with the terms of the aircraft agreement,
       PBCC and Hitachi, as applicable, will be obligated to
       consummate the proposed sale of the aircraft;

    c. After confirming a particular bid for an aircraft, PBCC or
       Hitachi, as applicable, will provide Owens Corning with a
       schedule on the projected surplus or shortfall of net
       proceeds resulting from the particular sale;

    d. After receipt of a Sale Proceeds Schedule, Owens Corning
       will send a "Dispute Notice" to PBCC and Hitachi, as
       applicable, of any dispute with respect to the amounts set
       forth on the Sales Procedure Schedule;

    e. Absent consensual resolution, the dispute will be brought
       to the Bankruptcy Court for resolution;

    f. Upon the closing of a particular aircraft sale, the
       purchaser will pay the gross proceeds to PBCC or Hitachi,
       as applicable, and PBCC or Hitachi, will transfer their
       interest in the aircraft to the purchaser free and clear of
       any interest of the Debtors.  PBCC or Hitachi and Owens
       Corning will deliver the aircraft to the purchaser in
       accordance with the provisions of the aircraft agreement;

    g. In the event that the resulting Net Proceeds of Sale are
       greater than the sum of:

       (1) the Estimated Residual Value of the aircraft;

       (2) the rent owing; and

       (3) all other amounts due and payable for the aircraft
           pursuant to the respective aircraft agreement,
           including reasonable legal fees,

       PBCC or Hitachi, as applicable, will pay the excess amount
       to Owens Corning from the proceeds at Closing;

    h. If the resulting Net Proceeds of Sale are less than the
       Estimated Residual Value of the aircraft, Owens Corning
       will pay to PBCC or Hitachi, as applicable:

       (1) the amount of the shortfall up to the Maximum Lessee
           Risk Amount;

       (2) all rent due and payable for the aircraft; and

       (3) all other amounts due and payable for the aircraft:

    i. Owens Corning will provide notice of the pending sale of a
       particular aircraft and a copy of the Sale Proceeds
       Schedule to:

       -- counsel for the Creditors' Committee;

       -- counsel for the Asbestos Committee;

       -- the Futures Representative and his counsel;

       -- Bank of America, N.A., as the Debtors' Postpetition
          Lender;

       -- Credit Suisse First Boston, as agent under the $2.0
          billion Credit Agreement dated June 26, 1997;

       -- special counsel to the Creditors' Committee; and

       -- the Office of the United States Trustee;

    j. Upon the completion of the transfer of the aircraft, Owens
       Corning will file with the Bankruptcy Court a certification
       of:

       (1) the gross sale proceeds;

       (2) the resulting surplus proceeds or shortfall;

       (3) the amount paid to Owens Corning by PBCC or Hitachi;

       (4) the shortfall amount paid by Owens Corning to PBCC or
           Hitachi; and

       (5) the identity of the purchaser; and

    k. The Debtors may, with the consent of PBCC and Hitachi, as
       applicable, extend the marketing period as appropriate with
       due notice to certain parties.  The extension period should
       not exceed six months.  During the Extension Period, Owens
       Corning will continue to pay all amount due and payable
       under the Aircraft Agreements and certain stipulations.  If
       no sale is consummated at the end of the Extension Period
       and Owens Corning does not exercise the Purchase Option,
       Owens Corning will return the aircraft and pay all amounts
       due.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company
reported $132 million of net income in the nine-month period
ending Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No.
115; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PETER MCCARTHY: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Peter Thomas McCarthy
        26810 Pine Cliff Place
        Stevenson Ranch, California 91381

Bankruptcy Case No.: 05-18622

Chapter 11 Petition Date: October 12, 2005

Court: Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Steven R. Fox, Esq.
                  17835 Ventura Boulevard #306
                  Encino, California 91316
                  Tel: (818) 774-3545

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Nature's Wing Fin Design LLC   Indemnification           $559,245
26810 Pine Cliff Place         claim
Valencia, CA 91381

Eadington, Merhab & Eadington  Professional fees          $92,000
20411 Birch Street, Suite 310
Newport Beach, CA 92660

Fingal, Fahrney & Clark        Professional fees          $20,000
5120 Campus Drive, Suite 200
Newport Beach, CA 92660

Haynie & Company               Expert witness             $10,450

Knobbe, Martens, Olson & Bear  Professional fees          $10,142

Eric A. Arima & Co.            Accountancy fees            $7,254

Tanerry, Henningfield & Assoc  Accountancy fees              $600

Nicholas Jenkins et al.        26810 Pine Cliff                $0
                               Place, Valencia,
                               CA 91381


PINNACLE ENTERTAINMENT: Completes Amendment to Credit Agreement
---------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) successfully obtained the
consent of its lenders under its credit agreement to an amendment
that, among other things, modifies the covenants in the credit
agreement to contemplate developments arising out of Hurricanes
Katrina and Rita.   The amendment to the credit agreement, which
has been entered into by the Company and the administrative agent,
among other things:

    * clarifies the treatment in calculating financial covenants
      of certain expected insurance recoveries, including business
      interruption insurance,

    * waives compliance with certain financial covenants for the
      remainder of the year,

    * establishes new procedures for measuring compliance with
      financial covenants in 2006 with respect to the Boomtown New
      Orleans and L'Auberge du Lac properties, and

    * establishes procedures for ultimately rebuilding the Biloxi
      property.

On September 30, 2005, Pinnacle Entertainment, Inc. borrowed
approximately $30 million under its approximately $130 million
delayed draw term loan facility pursuant to its Amended and
Restated Credit Agreement, dated as of August 27, 2004, by and
among the Company, Lehman Commercial Paper Inc., as Administrative
Agent, and the other parties identified therein.  As previously
reported, the Company borrowed the initial $100 million under the
delayed draw term loan facility on August 31, 2005.  Borrowings
under the delayed draw term loan facility were available to be
drawn through September 30, 2005 and mature in August 2010.

The Company is moving forward in seeking to arrange a new, larger
bank deal to provide additional funding for its various expansion
projects and general corporate purposes.

Pinnacle Entertainment owns casinos in Nevada, Mississippi,
Louisiana, Indiana and Argentina, owns a hotel in Missouri, and
receives lease income from two card club casinos in the Los
Angeles metropolitan area.  The Company opened a major casino
resort in Lake Charles, Louisiana in May 2005 and a new casino in
Neuquen, Argentina in July 2005.  Pinnacle has also been selected
for two casino development projects in the St. Louis, Missouri
area.  The casino operations in St. Louis are dependent upon final
approval by the Missouri Gaming Commission.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2005,
Fitch Ratings placed the debt ratings of Pinnacle Entertainment
(NYSE: PNK) on Rating Watch Negative due to the damage caused by
Hurricane Katrina.

The Rating Watch Negative applies to the 'BB' senior secured
credit facility, the 'B' issuer default rating (IDR) and 'B-'
senior subordinated notes.  Notably, the rating most at risk is
the 'B-' senior subordinated rating.  The senior subordinated
rating is based on Fitch's estimated recovery (R5) in the event of
a default.


PHARMACEUTICAL FORMULATIONS: Wants Until Jan. 5 to Remove Actions
-----------------------------------------------------------------
Pharmaceutical Formulations, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware to extend until Jan. 5, 2005, the
period within which it may remove actions and related proceedings
pursuant to Title 28, Section 1452 of the U.S. Code and Bankruptcy
Rule 9027.

The Debtor tells the Bankruptcy Court that it had been unable to
fully review all of the prepetition actions to determine if any
should be removed because of the complexity and competing demands
of its bankruptcy case.

The Bankruptcy Court will convene a hearing at 4:00 p.m. on
Oct. 17, 2005, to consider the Debtor's request.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,  
Inc. -- http://www.pfiotc.com/-- is a publicly traded private     
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United  
States.  The Company filed for chapter 11 protection on July 11,  
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,  
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor  
LLP, represent the Debtor in its chapter 11 proceeding.  As of  
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and  
$44,195,000 in total debts.


PLASTIPAK HOLDINGS: Soliciting Consents to Eliminate Defaults
-------------------------------------------------------------
Plastipak Holdings, Inc., commenced a cash tender offer and
consent solicitation for its $325 million of outstanding 10.75%
Senior Notes due 2011.  The terms and conditions of the tender
offer and consent solicitation are set forth in Plastipak's offer
to purchase and consent solicitation statement, dated Oct. 12,
2005, and the related letter of transmittal and consent.

The total consideration per $1,000 principal amount of Notes
validly tendered and not withdrawn prior to 5:00 p.m., New York
City time, on Oct. 25, 2005, will be based on the present value on
the initial payment date (as defined in the offer to purchase) of
$1,053.75 (the redemption price for the Notes on Sept. 1, 2006,
which is the earliest redemption date for the Notes) and accrued
interest from the redemption date to but not including the initial
payment date, determined based on a fixed spread of 50 basis
points over the yield on the price determination date of the
2-3/8% U.S. Treasury Note due Aug. 31, 2006.

                    Consent Solicitation

In connection with the tender offer, Plastipak is soliciting
consents to proposed amendments to the indenture governing the
Notes, which would eliminate substantially all of the restrictive
covenants and certain events of default in the indenture.  
Plastipak is offering to make a consent payment (which is included
in the total consideration) of $30.00 per $1,000 principal amount
of Notes to holders who validly tender their Notes and deliver
their consents on or prior to the consent payment deadline.  
Holders may not tender their Notes without delivering consents and
may not deliver consents without tendering their Notes.

The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on Nov. 8, 2005, unless extended or earlier
terminated.  However, holders who tender their Notes after the
consent payment deadline will receive the total consideration
minus the consent payment.  Except in the limited circumstances
described in the offer to purchase, tendered Notes may not be
withdrawn and consents may not be revoked after the time Plastipak
and the trustee for the Notes execute an amendment to the
indenture governing the Notes to effect the proposed amendments,
which is expected to be on or promptly after the consent payment
deadline.

The price determination date will be 2:00 p.m., New York City
time, on the 10th business day prior to the expiration date.  
Holders who validly tender their Notes prior to the consent
payment deadline will receive payment on the initial payment date,
which is expected to be on or promptly after the date on which the
conditions to the offer are satisfied or waived.

The tender offer and consent solicitation are subject to the
satisfaction or waiver of certain conditions, including:

    (1) the requisite consent condition;
    (2) execution of the supplemental indenture condition;
    (3) the financing condition;
    (4) the credit facility condition; and
    (5) other general conditions, all of which are described in
        greater detail in the offer to purchase.

The complete terms and conditions of the tender offer and
consent solicitation are described in the offer to purchase,
copies of which may be obtained by contacting Global Bondholder
Services Corporation, the information agent for the offer, at
(212) 430-3774 (collect) or (866) 389-1500 (U.S. toll- free).  
Banc of America Securities LLC is the exclusive dealer manager
and solicitation agent for the tender offer and consent
solicitation.  Additional information concerning the tender
offer and consent solicitation may be obtained by contacting
Banc of America Securities LLC, High Yield Special Products, at
(704) 388-9217 (collect) or (888) 292-0070 (U.S. toll-free).

Plastipak Holdings, Inc. -- http://www.plastipak.com/-- is a  
leading manufacturer of plastic packaging containers for many of
the world's largest consumer products companies.  For the fiscal
year ended October 30, 2004, Plastipak manufactured and
distributed approximately 8.5 billion containers worldwide for
over 450 customers.  To meet the demand of its diverse customer
base, Plastipak operates 15 plants in the United States, Brazil
and Eastern Europe.  Plastipak also provides integrated
transportation and logistics services, which the company's
management believes makes it uniquely, vertically integrated in
the plastic packaging industry.  Plastipak has obtained over 155
U.S. patents for its state-of-the-art packages and package-
manufacturing processes.


PRECISE TECHNOLOGY: S&P Downgrades Corporate Credit Rating to B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on North Versailles, Pennsylvania-based Precise Technology
Inc. to 'B' from 'B+'.  At the same time, all other ratings were
lowered.
     
The outlook is stable.  Total debt outstanding, including
capitalized leases, was about $175 million as of June 30, 2005.
     
The downgrade reflects the company's weaker-than-anticipated
operating performance in 2005.
     
"Because of higher-than-expected raw-material costs that have
constrained margins and increased working capital requirements,
Precise has not been able to strengthen credit measures to levels
appropriate for the ratings," said Standard & Poor's credit
analyst Robyn Shapiro.
     
Although the company should continue to be able to pass through
much of the raw-material cost increases to its customers, this is
likely to occur with a lag and margins could come under some
additional pressure.  Precise has satisfactory liquidity available
under its committed revolving credit facility, but it is close to
violating one of the financial covenants.  Standard & Poor's
believes that the company will be able to negotiate a waiver
or amendment if necessary.
     
The ratings on Precise reflect a vulnerable business risk profile
due to:

   * the modest scope of the company's operations;
   * a highly fragmented and competitive industry structure;
   * the commodity nature of its products; and
   * a highly leveraged financial risk profile.

Partially offsetting factors include:

   * well-established positions in several packaging niches;

   * long-term contracts with customers that provide a stable
     revenue base and include resin cost pass-through provisions;
     and

   * relatively stable end markets.
     
With annual sales of more than $300 million, Precise is a full
service, custom injection molder of thermoplastic components and
assemblies serving the:

   * personal care,
   * health care,
   * consumer packaging, and
   * food and beverage markets.

The company also manufactures molds, which are supplied to molding
customers, and proprietary products, which are sold to a variety
of end users.


RIGHT TRACK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Right Track Recording, L.L.C.
        168 West 48th Street
        New York, New York 10036

Bankruptcy Case No.: 05-46116

Type of Business: The Debtor is a four-room state-of-the-art
                  recording studio with large scale, high end
                  multitrack recording capability, located in
                  midtown New York.  See
                  http://www.righttrackrecording.com/

Chapter 11 Petition Date: October 13, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Mark Ira Chinitz, Esq.
                  Stein Riso Mantel LLP
                  405 Lexington Avenue
                  New York, New York 10174
                  Tel: (212) 599-1515
                  Fax: (212) 599-6155

Total Assets:    $631,040

Total Debts:  $11,785,346

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Right Track Recording Investors LLC      $5,242,427
   c/o Edwin J. Glickman
   17687 Foxborough Lane
   Boca Raton, FL 33496

   New York Small Business Venture Fund     $1,400,000
   1 Battery Park Place
   New York, NY 10004

   Nucor Construction                         $561,089
   117 West 28th Street
   New York, NY 10001

   Janson Design Group LLC                    $414,456
   257 Park Avenue South
   New York, NY 10010

   Alcon Associates                           $302,319
   527 West 58th Street
   New York, NY 10019

   Frank Filipetti                            $300,000
   434 Strawtown Road
   West Nyack, NY 10994

   Pacific/Brinks                             $126,081

   Wells Fargo Businesscard                   $107,063

   Dreamhire                                  $100,000

   Israeloff, Trattner & Co., P.C.             $92,782

   DigiDesign                                  $86,690

   Moore Air Mechanical                        $85,658

   Hillside Ironworks                          $82,016

   Barry Bongiovi                              $80,000

   Coral Sound                                 $79,810

   Dale Electronics                            $75,690

   Schondorf Electric                          $62,123

   Abbott Glass                                $41,940

   American Express Business Capital Line      $36,836

   Wincig & Wincig                             $30,632


ROBOTIC VISION: Registers 6,017,590 Common Shares for Resale
------------------------------------------------------------
Robotic Vision Systems, Inc., n/k/a Acuity Cimatrix, Inc., filed a
Registration Statement with the Securities and Exchange Commission
to allow the resale of 6,017,590 shares of its common stock by 39
selling shareholders.

A list of the selling shareholders are available for free at
http://ResearchArchives.com/t/s?250

Of the 6,017,590 shares, 1,968,578 shares may be issued upon
exercise of warrants held by the selling stockholders and 352,681
shares represent Robotic Vision's best estimate of shares that the
Company may issue pursuant to anti-dilution rights of certain
stockholders.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "RVSIQ.PK".  The Company's stock has traded below
$0.05 per share for the past six months.  

Headquartered in Nashua, New Hampshire, Robotic Vision Systems,
Inc., n/k/a Acuity Cimatrix, Inc. -- http://www.rvsi.com/--     
designs, manufactures and markets machine vision, automatic
identification and related products for the semiconductor capital
equipment, electronics, automotive, aerospace, pharmaceutical and
other industries.  The Company, together with its debtor-
affiliate, filed for chapter 11 protection on Nov. 19, 2004
(Bankr. D. N.H. Case No. 04-14151).  Bruce A. Harwood, Esq., at
Sheehan, Phinney, Bass + Green represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $43,046,000 in total assets and
$51,338,000 in total debts.


SAN JUAN CABLE: S&P Rates Proposed $160 Million Term Loan at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to cable TV system operator San Juan Cable, LLC.  
A 'B+' bank loan rating and a '3' recovery rating were assigned to
the company's proposed $240 million senior secured first-lien
credit facility, indicating expectations for a meaningful (50%-
80%) recovery in the event of a payment default.  A 'B-' bank loan
rating and a '5' recovery rating were assigned to the proposed
$160 million senior secured second-lien term loan, reflecting
expectations for a negligible (0%-25%) recovery following a
payment default.  The ratings are assigned based on preliminary
documentation and are subject to review of final documents.  The
outlook is stable.
     
Debt proceeds of $352.5 million plus $176.5 million of cash equity
will be used to finance SJC's acquisition of the Century/ML Cable
Venture out of bankruptcy from Adelphia Communications Corp. and
ML Media Partners.  Century/ML operates the San Juan, Puerto Rico
cable system and is in bankruptcy because of Adelphia's inability
to satisfy a put of ML Media's 50% ownership interest in 2002.
      
"The ratings on San Juan Cable reflect high financial risk from
aggressive acquisition-related debt usage and near-term negative
discretionary cash flow; strong competitive pressure from
satellite direct-to-home TV companies; small company size and lack
of geographic revenue diversity; uncertain demand for advanced
services; and competition from the Puerto Rico Telephone Co. for
data services," said Standard & Poor's credit analyst Eric Geil.

PRT (52% owned by Verizon Communications Inc.), like other local
exchange carriers, may explore offering video services.  Tempering
factors include:

   * revenue growth potential from bundled advanced services
     provided over SJC's recently rebuilt cable plant;

   * a relatively stable basic subscriber base;

   * the ability to offer more Spanish language and local channels
     than on DTH;

   * high ARPU; and

   * high system density and associated operating benefits.


SOUPER SALAD: Taps Ernst & Young to Provide Tax Services
--------------------------------------------------------
Souper Salad, Inc., asks the U.S. Bankruptcy Court for the
District of Arizona for permission to retain Ernst & Young LLP as
its tax services provider, nunc pro tunc to Sept. 1, 2005.

Ernst & Young will provide the Debtor with accounting and tax
compliance services, which includes the preparation of federal and
state income tax returns for the Debtor.

Specifically, E&Y will:

   -- make all management decisions and perform all management
      functions, including determining account codings and
      approving all proposed journal entries;

   -- assign a competent employee to oversee the tax services and
      evaluate the adequacy and results of the services;

   -- establish and maintain internal controls over the Company
      tax return preparation processes.

Kent E. Gerety, disclosed that his Firm will charge a $29,500 flat
fee for its services.

The Debtor believes that E&Y is well-qualified for the position,
given the Firm's experience in providing accounting and tax
compliance services to the Debtor prepetition.

As of June 6, 2005, Mr. Gerety disclosed that his Firm is not owed
any fees on account of its prepetition services to the Debtor.

To the best of the Debtors' knowledge, Ernst & Young doesn't hold
any interest materially adverse to the Debtors and their estates.

Headquartered in San Antonio, Texas, Souper Salad Inc., --
http://www.soupersalad.com/-- operates an all-you-care-to-eat    
soup and salad bar restaurant chain.  The Debtor filed for chapter
11 protection (Bankr. D. Ariz. Case No. 05-10160) on June 6, 2005.  
Daniel Collins, Esq., at Collins, May, Potenza, Baran & Gillespie,
P.C., and Mark W. Wege, Esq., at Bracewell Giuliani, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $16,115,715 in assets and
$50,383,179 in debts.


TCM MEDIA: S&P Rates Planned $30 Million Loan Facility at CCC+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' ratings and
recovery ratings of '3' to TCM Media Inc.'s planned $110 million
senior secured first-lien credit facilities, indicating a
meaningful recovery (50%-80%) of principal in the event of a
payment default.  These facilities consist of a $20 million six-
year revolving credit facility and $90 million seven-year term
loan facility.
     
Standard & Poor's also assigned its 'CCC+' rating and recovery
rating of '5' to the company's planned $30 million seven and a
half year senior secured second-lien term loan facility,
indicating a negligible (0%-25%) recovery of principal in the
event of a payment default.
     
At the same time, Standard & Poor's assigned a 'B' corporate
credit rating to TCM Media.  The outlook is stable.
     
TCM Media is an intermediate holding company and a wholly-owned
subsidiary of holding company Triple Crown Media Inc.  Triple
Crown Media is being formed through the spin-off of Gray
Television Inc.'s newspaper publishing (five newspapers) and
wireless businesses and the subsequent merger with Bull Run Corp.,
which operates collegiate sports marketing and association
management businesses.  Proceeds from the credit facilities will
be used primarily to:

   * pay a $40 million distribution to Gray Television; and

   * to refinance about $75 million of contributed indebtedness
     from Bull Run.  

Pro forma debt outstanding is expected to be $120 million.  Pro
forma revenues and EBITDA total about $115 million and $18
million, respectively.  The newspaper publishing operations
account for about two-thirds of EBITDA.
      
"Ratings stability reflects the expectation that there will be no
significant change in Triple Crown Media's business.  The
company's financial profile should gradually strengthen as debt is
reduced in the intermediate term with free operating cash flow,"
said Standard & Poor's credit analyst Donald Wong.

In the longer term, Triple Crown Media will likely pursue debt
financed investment opportunities.  However, the financial profile
is expected to remain satisfactory for the ratings.


TELEGLOBE COMMS: Court Approves Settlement Agreement with FLAG
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware put its
stamp of approval to a Settlement Agreement under Section 105 and
36 of the U.S. Bankruptcy Code among:  

   -- Teleglobe Communications Corporation
      and its debtor-affiliates,
   -- FLAG Telecom Group Limited,
   -- FLAG Limited,
   -- FLAG Pacific USA Limited,
   -- FLAG Telecom Group Services,
   -- FLAG Telecom USA Ltd.,
   -- FLAG Asia Limited,
   -- FLAG Atlantic Holdings Limited,
   -- FLAG Atlantic Limited, and
   -- FLAG Atlantic USA Limited.

As previously reported, before the start of the bankruptcy cases,
the Teleglobe entities and FLAG entities were parties to three
agreements:

   (a) the Indefeasible Right of Use Agreement, dated
       Oct. 8, 1999,

   (b) the Amendment No. 1 to the IRU Agreement, Purchaser
       Capacity Upgrade, dated May 1, 2001, and

   (c) the Collocation and Maintenance Agreement, dated
       Oct. 8, 1999.

Teleglobe filed two proofs of claims against the FLAG entities to
preserve its prepetition claims against the FLAG entities for
damages arising from an alleged breach of the Agreements.

The FLAG entities want to disallow and expunge the Teleglobe
proofs of claims.  These still remain contested by the parties and
are still pending before the New York Bankruptcy Court.

The FLAG entities filed proofs of claim against the Teleglobe
debtors asserting that Teleglobe owed:

   -- $29 million under the IRU Agreement and Amendment;

   -- $641,000 under the CMA; and

   -- another $1.5 million under the IRU Agreement and Amendment
      and CMA.

Teleglobe objected to the FLAG entities proofs of claims and filed
an Adversary Proceeding (Avoidance Action Case No. 04-53765) for
alleged preferences and fraudulent transfers.  These still remain
contested by the parties and are still pending before the Delaware
Bankruptcy Court.

                      Settlement Agreement

The terms of the Settlement Agreement provides that:

   (a) Teleglobe will pay $950,000 to the FLAG entities as a
       final settlement of all claims asserted;

   (b) Teleglobe and the FLAG entities will execute a stipulation
       of dismissal of the Avoidance Action to be filed with the
       Delaware Bankruptcy Court;

   (c) the FLAG proofs of claims in Teleglobe's bankruptcy cases
       and Teleglobe's proofs of claims in the FLAG's bankruptcy
       cases are deemed withdrawn with prejudice;

   (d) the FLAG entities will assist the Teleglobe Debtors to
       recover any equipment that is currently in the possession
       of or under control of any of the FLAG entities.  For
       purposes of the Settlement, the IRU is deemed owned by the
       FLAG entities;

   (e) Teleglobe and the FLAG entities provide mutual releases
       for any and all obligations, claims and demands in their
       bankruptcy cases; and

   (f) the Settlement Agreement is subject to the approval of
       both the New York Bankruptcy Court and the Delaware
       Bankruptcy Court.

Headquartered in Dover, Delaware, FLAG Telecom Group Limited
-- http://www.flagtelecom.com/-- a leading, carrier-neutral  
provider of international network transport, connectivity and data
services to the wholesale communications & Internet communities.  
FLAG owns and manages an international backbone that underpins the
networks of the world's major carriers, and a low latency global
MPLS based IP network that connects most of the world's principal
international Internet exchanges.   FLAG and its debtor-affiliates
filed for chapter 11 protection on April 23, 2002 (Bankr. S.D.N.Y.
Case No. 02-11735).  On Sept. 26, 2002, the Bankruptcy Court
confirmed FLAG's Third Amended and Restated Joint Plan of
Reorganization and that Plan became effective on Oct. 9, 2002.

Headquartered in Reston, Virginia, Teleglobe Communications
Corporation -- http://www.teleglobe.com/en/-- is a wholly owned   
indirect subsidiary of Teleglobe Inc., a Canadian Corporation.  
Teleglobe currently provides services in more than 220 countries
via a fully integrated network of terrestrial, submarine and
satellite capacity.  During the calendar year 2001, the Teleglobe
Companies generated consolidated gross revenues of approximately
$1.3 billion.  As of Dec. 31, 2001, the Teleglobe Companies has
approximately $7.5 billion in assets and approximately
$44.1 billion in liabilities on a consolidated book basis.  The
Debtors filed for chapter 11 protection on May 28, 2002 (Bankr. D.
Del. Case No. 02-11518).  Cynthia L. Collins, Esq., and Daniel J.
DeFranceschi, Esq., at Richards Layton & Finger, PA, represent the
Debtors in their restructuring efforts.  The Court confirmed
Teleglobe's Amended Chapter 11 Plan on Feb. 11, 2005, and the Plan
took effect on March 2, 2005.


THOMAS WALLS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Thomas J. Walls and Mary B. Walls
         118 Elizabeth Avenue
         Lavallette, New Jersey 08735

Bankruptcy Case No.: 05-47588

Type of Business: Thomas J. Walls owns the Business Bayside Cafe
                  and Mary B. Walls is an aerobics instructor.

Chapter 11 Petition Date: October 12, 2005

Court: District of New Jersey (Trenton)

Debtors' Counsel: Eugene D. Roth, Esq.
                  Law Office of Eugene D. Roth
                  Valley Park East
                  2520 Highway 35, Suite 303
                  Manasquan, New Jersey 08736
                  Tel: (732) 292-9288
                  Fax: (732) 292-9303

Total Assets: $1,611,450

Total Debts:  $2,124,150

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Eugene Consales                  1st Mortgage/UCC-1   $1,104,948
1 Washington Avenue
Lavallette, NJ 08735

Advanta Bank                     Credit Card             $24,630
c/o Curtis O Barnes, PC
P.O. Box 1390
Anaheim, CA 92815-1390

Amex                             Credit Card             $23,265
P.O. Box 360002
Fort Lauderdale, FL 33336

Fleet Bank                       Credit Card             $22,034
P.O. Box 15624
Wilmington, DE 19850

Citi                             Credit Card             $20,184
P.O. Box 6500
Sioux Falls, SD 57117

Amex                             Line of Credit          $20,000
P.O. Box 660631
Dallas, TX 75266

Citi Bank                        Credit Card             $19,713
P.O. Box 6500
Sioux Falls, SD 57117

M.B.N.A.                         Credit Card             $18,873
P.O. BOX 15026
Wilmington, DE 19850

Sherman Aquisition               Credit Card             $18,652
P.O. Box 740281
Houston, Texas 77274

Chase Bank                       Credit Card             $17,995
P.O. Box 15902
Wilmington, DE 19850

Citibank South Dakota N.A.       Credit Card             $17,631
c/o Faloni & La Russo
175 Fairfield Avenue, Suite 1-C
West Caldwell, NJ 07006

Citibank South Dakota N.A.       Credit Card             $16,859
Associated Recovery Systems
201 West Grand Avenue
Escondido, CA 92025

Citi Bank                        Credit Card             $16,300
P.O. Box 6500
Sioux Falls, SD 57117

Citi                             Credit Card             $15,694
P.O. Box 6500
Sioux Falls, SD 57117

Citi                             Credit Card             $15,622
P.O. Box 6500
Sioux Falls, SD 57117

Discover Card                    Credit Card             $14,798
P.O. Box 15192
Wilmington, DE 19850

Hilco Receivables, LLC           Credit Card             $13,189
c/o Wolpoff & Abramson, L.L.P.
702 King Farm Boulevard
Rockville, MD 20850

M.B.N.A America                  Credit Card             $11,168
P.O. Box 15026
Wilmington, DE 19850

Citi Bank                        Credit Card             $11,000
P.O. Box 6500
Sioux Falls, SD 57117

M.B.N.A. America                 Credit Card             $10,494
P.O. Box 15026
Wilmington, DE 19850-5026


TIMCO AVIATION: Closing 8% Junior & Senior Subordinated PIK Notes
-----------------------------------------------------------------
TIMCO Aviation Services, Inc. (OTC Bulletin Board: TMAS) disclosed
the closing of its previously announced offer and consent
solicitation to the holders of its 8% senior subordinated
convertible PIK notes due 2006 and to the holders of its 8% junior
subordinated convertible PIK notes due 2007.

At the closing of the offer, the Company issued 162,500,267 shares
of its authorized but unissued common stock to the holders of the
Notes who tendered in the offer.  Additionally, at the closing of
the offer, the Company issued 60,559,862 shares of its authorized
but unissued common stock to LJH Ltd., an entity controlled by the
Company's principal stockholder, in connection with LJH's partial
exercise of the LJH Warrant.  After the closing of the offer:

     (i) the Company has 479,619,301 shares of common stock
         outstanding;

    (ii) Lacy Harber, the Company's principal stockholder, owns
         approximately 43% of the outstanding common stock; and

   (iii) an aggregate of approximately $2.2 million of the Notes
         remain outstanding (all such remaining Notes will
         automatically convert into shares of common stock at
         their maturity).

                    Consent Solicitation

As part of the offer and consent solicitation, the Company
received consents representing a majority in aggregate principal
amount of the outstanding Senior Notes.  Accordingly, the proposed
amendments to the indenture governing the Senior Notes have now
become effective.  As a result of the amendments, virtually all of
the covenant protections contained in the indenture relating to
the Senior Notes have been eliminated from the indenture.  No such
consent was sought from the holders of the outstanding Junior
Notes, since the covenant protections relating to the Junior Notes
were previously eliminated as a result of the Company's January
2005 tender offer.

                  Annual Meeting Approvals

In addition, the Company disclosed that all of the proposals that
were considered at the Company's 2005 Annual Meeting of
Stockholders, which was held on Oct. 7, 2005, were overwhelmingly
approved by the Company's stockholders, including proposals to:

   -- effect a one-new-share-for-40-old-shares reverse split
      (which reverse stock split will become effective upon
      completion of the Company's proposed rights offering); and

   -- approve the Company's proposed rights offering and the use
      by LJH of amounts due to it from the Company under a
      promissory note to purchase shares in the rights offering.

                       Rights Offering

Also, the Company said it intends to set a record date and
commence its previously announced rights offering as soon as the
SEC declares the registration statement relating to the rights
offering effective.  In the rights offering, the Company will
issue to each of its stockholders, as of the record date, the
right to purchase 1.5 new shares of its post-reverse split common
stock for each post-reverse split share of common stock owned by
such stockholder as of the record date for a subscription price of
$4.80 per share ($0.12 per pre-reverse split share).  The Company
reserves the right to cancel the rights offering at any time prior
to the expiration of the rights offering for any reason.  There
can be no assurance that the rights offering will be completed.

A registration statement relating to the securities to be issued
in the rights offering has been filed with the SEC but has not yet
become effective.  The securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.

TIMCO Aviation Services, Inc. -- http://www.timco.aero/-- is   
among the world's largest providers of aviation maintenance,
repair and overhaul (MRO) services for major commercial airlines,
regional air carriers, aircraft leasing companies, government and
military units and air cargo carriers.  The Company currently
operates four MRO businesses: Triad International Maintenance
Corporation (known as TIMCO), which, with its four active
locations (Greensboro, NC; Macon, GA; Lake City, FL and Goodyear,
AZ), is one of the largest independent providers of heavy aircraft
maintenance services in the world and also provides aircraft
storage and line maintenance services; Brice Manufacturing, which
specializes in the manufacture and sale of new aircraft seats and
aftermarket parts and in the refurbishment of aircraft interior
components; TIMCO Engineered Systems, which provides engineering
services both to our MRO operations and our customers; and TIMCO
Engine Center, which refurbishes JT8D engines and performs on-wing
repairs for both JT8D and CFM-56 series engines.

At June 30, 2005, TIMCO Aviation's balance sheet showed a
$35,372,000 stockholders' deficit, compared to a $94,852,000
deficit at Dec. 31, 2004.


TITANIUM METALS: Increases Income Guidance to $155MM to $165MM
--------------------------------------------------------------
Titanium Metals Corporation (NYSE: TIE) currently expects full
year 2005 operating income to increase to between $155 million and
$165 million, compared to the Company's previous guidance of
between  $123 million and $138 million.  

The increase in operating income primarily relates to the impact
of higher selling prices than previously forecasted and lower
than previously expected raw material costs.  Full year 2005
sales revenue is now expected to range from $740 million to
$760 million, a $10 million increase over the lower end of the
range of previous guidance, reflecting the higher average  selling
prices.  

Full year 2005 net income attributable to common stockholders is
expected to increase to between $140 million and $150 million,
compared to previous guidance of between $117 million and
$132  million.  The projected net income attributable to common
stockholders includes:

   (1) a $13.9 million non-operating gain on the sale of certain  
       property; and

   (2) a $50.2 million income tax benefit related to the reversal
       of the Company's deferred tax valuation allowance in the
       U.S. and the U.K.

The Company also reported that its backlog at the end of September
2005 was $710 million, a $130 million (22%) increase over the
$580 million backlog at the end of June 2005 and a $310 million  
(78%) increase over the $400 million backlog at the end of
September 2004.

TIMET currently intends to report its third quarter 2005 results
during the first week of November 2005.

Headquartered in Denver, Colorado, Titanium Metals Corporation --
http://www.timet.com/-- is a worldwide producer of titanium metal  
products.  

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 18, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Denver, Colorado-based Titanium Metals Corp., to 'B+'
from 'B'.  Standard & Poor's also raised its preferred stock
rating to 'CCC+' from 'CCC'.  S&P says the outlook is stable.  


TRW AUTOMOTIVE: European Commission Okays Daplhi Metal Purchase
---------------------------------------------------------------
The European Commission has cleared TRW Automotive Holdings
Corp.'s (NYSE: TRW) proposed acquisition of a majority stake in
Dalphi Metal Espana, S.A., a European based manufacturer of
airbags and steering wheels.  The EC has approved the transaction
under European Union merger regulations, which protect competition
within the European economic area.

In September, TRW disclosed that it had reached agreement with the
founding members of Dalphimetal to purchase a 68.4% stake in the
company for EUR113 million, or approximately $137 million, plus
the assumption of debt totaling EUR84 million or approximately
$103 million.  TRW expects to complete the transaction during the
fourth quarter of 2005.

With 2004 sales of $12.0 billion, TRW Automotive ranks among the
world's leading automotive suppliers.  Headquartered in Livonia,
Michigan, USA, the Company, through its subsidiaries, employs
approximately 60,000 people in 24 countries.  TRW Automotive
products include integrated vehicle control and driver assist
systems, braking systems, steering systems, suspension systems,
occupant safety systems (seat belts and airbags), electronics,
engine components, fastening systems and aftermarket replacement
parts and services.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Fitch rates TRW Automotive:

     -- Senior secured debt 'BB+';
     -- Senior unsecured debt 'BB-';
     -- Subordinated debt 'B+';
     -- Outlook Stable.


UNIVERSAL EXPRESS: Durland and Company Raises Going Concern Doubt
-----------------------------------------------------------------
Durland and Company, CPA's, PA, of Palm Beach, Florida, expressed
substantial doubt about Universal Express, Inc.'s ability to
continue as a going concern after it audited the Company's
financial statements for the fiscal year ended June 30, 2005.  The
auditing firm points to the Company's continuing net losses since
inception.

In its Form 10-KSB for the fiscal year ended June 30, 2005,
submitted to the Securities and Exchange Commission, Universal
Express reports a $9,985,869 net loss for fiscal 2005 compared to
a $9,061,293 net loss in fiscal 2004.

Universal Express' balance sheet showed $3,359,292 of assets at
June 30, 2005, and liabilities totaling $2,502,427.  The Company's
working capital deficiency for fiscal 2005 was $2,200,428 compared
with $3,601,215 in fiscal 2004.  Management is presently exploring
methods to increase available credit lines as well as methods to
increase working capital through both traditional and non-
traditional debt services.

                     Payment Defaults

Universal Express is currently in default on two long-term debt
aggregating $93.644:

    a) a 12.5% installment note arising from a settlement
       agreement due in monthly installments of $1,185
       including interest through Dec. 2004 totaling $11,646; and
    
    b) loans payable to former owners of Virtual Bellhop, LLC,
       payable in monthly installments of $3,333, plus interest at
       4%, through May 2005, totaling $81,998.

Universal Express, Inc., -- http://www.usxp.com/-- is a logistics  
and transportation conglomerate with multiple developing
subsidiaries and services.  Its principal subsidiaries include
Universal Express Capital Corp. and Universal Express Logistics,
Inc. (which includes Virtual Bellhop, LLC, Luggage Express and
Worldpost, its international shipping divisions), and Private
Postal Center Network.com and its division Postal Business Center
Network.com.


US AIRWAYS: Wants Court Nod to Enter into EDS Letter Agreement
--------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates seek Judge Mitchell's
permission to enter into a letter agreement with Electronic Data
Systems Corporation and EDS Information Services, L.L.C., of Fort
Worth, Texas.

The Letter Agreement provides that the Services Agreement between
EDS and the Debtors will be included on the Post-Effective Date
Determination Schedule under these terms and conditions:

    1) The Services Agreement will be rejected on December 15,
       2005, unless the Reorganized Debtors file a request to
       assume the Services Agreement;

    2) The Debtors and EDS can extend the December 15, 2005
       rejection date by mutual written agreement;

    3) The Consent Order will remain in effect and the parties
       reserve all of their rights, remedies, and claims related
       to the disposition of the Services Agreement under Section
       365 of the Bankruptcy Code;

    4) EDS will comply with the Services Agreement:

          (a) after confirmation through the date of assumption
              or rejection;

          (b) after rejection of the Services Agreement for
              transition assistance and outsourced services,
              pursuant to the Consent Order; and

          (c) the services will constitute an administrative
              expense under Section 503(b)(1)(A) of the
              Bankruptcy Code, to be treated pursuant to the
              Plan;

    5) The Court retains jurisdiction to resolve any disputes
       under the Services Agreement:

          (a) prior to assumption or rejection; and

          (b) after rejection related to Transition Assistance
              and Outsourced Services;

    6) The Reorganized Debtors will provide for a general
       unsecured claim distribution reserve under the Plan in
       favor of EDS for any contract rejection damages related to
       rejection of the Services Agreement;

    7) Through the date of assumption or rejection of the
       Services Agreement, EDS will be relieved of its
       Obligations to make any capital expenditure for refresh.
       However, EDS will continue to perform and honor all of its
       break-fix obligations in accordance with the service level
       obligations provided in the Services Agreement;

    8) EDS will waive and forever release any and all claims
       against the Reorganized Debtors arising prior to the
       Agreement, including Claim No. 4162 for $28,332,318.
       This release does not include claims for either:

          (a) administrative claims arising from postpetition
              services provided for the Reorganized Debtors under
              the Services Agreement; or

          (b) a rejection damages claim upon the rejection of the
              Services Agreement; and

    9) The Reorganized Debtors and their estates waive and
       release any and all claims against EDS, including claims
       arising postpetition.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
points out that the Agreement provides for the waiver of
$28,332,318 in prepetition claims of EDS, and ensures that EDS
will continue to provide the services that are necessary to the
Reorganized Debtors, pending the assumption, rejection, or
modification of the Services Agreement, which the parties are
currently negotiating.

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.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Fitch Ratings has affirmed the issuer default rating of 'CCC' and
the senior unsecured rating of 'CC' on the debt obligations of
America West Airlines, Inc.  Fitch has also initiated coverage of
US Airways Group, Inc., (NYSE: LCC) with an IDR of 'CCC' and a
senior unsecured rating of 'CC'.  The recovery ratings for the
senior unsecured obligations of both US Airways Group and AWA are
'R6', indicating an expected recovery of less than 10% in a
default scenario.


USA TECHNOLOGIES: Goldstein Golub Raises Going Concern Doubt
------------------------------------------------------------
Goldstein Golub Kessler LLP expressed substantial doubt about USA
Technologies, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the fiscal year
ended June 30, 2005.  The auditing firm points to the Company's
recurring losses and significant working capital deficiency at
June 30, 2005.

The Company's former auditors, Ernst & Young LLP, also expressed
substantial doubt about USA Tech's ability to continue as a going
concern after reviewing the Company's financial statement for the
fiscal year ended June 30, 2004.  E&Y issued its negative going
concern statement based on the Company's accumulated deficit and
continuing losses.

USA Tech dismissed E&Y as the Company's independent registered
public accounting firm on July 7, 2005.

                    Fiscal 2005 Results

USA Tech's balance sheet showed 23,391,765 of assets at June 30,
2005, and liabilities totaling $14,082,580.

For the fiscal year ended June 30, 2005, USA Tech incurred a
$15,499,190 net loss on $4,677,989 of revenues.  For the same
period in fiscal 2004, the Company incurred a $21,426,178 net loss
on $5,632,815 of revenues.  The Company has incurred losses since
inception. Cumulative losses through June 30, 2005 amounted to
approximately $112,900,000.  

             Sources of Funding for Fiscal 2006

Using the second half of the prior fiscal year as a basis for
estimating cash requirements for the year ending June 30, 2006,
Management estimates cash requirements for the fiscal year 2006,
including requirements for capital expenditures and repayments of
long-term debt, to reach approximately $12.6 million.

Funding sources in place to meet the Company's cash requirements
for fiscal 2006 are primarily comprised of:

    -- approximately $2 million in cash and cash equivalents on
       hand as of June 30, 2005;  

    -- the proceeds that are available under the 2005 Common Stock
       Purchase Agreement.  Based upon a share price of $.14,
       there is approximately $980,000 of available funds; and

    -- the proceeds anticipated to be received in connection with
       the sales of the 2008-B Senior Notes of up to $2 million
       and future exercises of warrants issued in connection with
       the 2005-D Private Placement Offering.

Headquartered in Malvern, Pennsylvania, USA Technologies, Inc., --
http://www.usatech.com/-- offers a suite of networked devices and  
associated wireless non-cash payment, control/access management,
remote monitoring and data reporting services, as well as energy
management products.   As a result of the acquisition of the
assets of Bayview Technology Group, LLC, in July 2003, the Company
also manufactures and sells energy management products which
reduce the electrical power consumption of various existing
equipment, such as refrigerated vending machines and glass front
coolers, thus reducing the electrical energy costs associated with
operating this equipment.


USG CORPORATION: Wants to Assume & Assign Natural Gas Leases
------------------------------------------------------------
USG Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to assume and
assign certain leases and related contracts in connection with the
sale of their natural gas assets in western Pennsylvania.

As previously reported, the Debtors sought and obtained Court
authority to sell the Natural Gas Assets for a price that will
not exceed $2 million, subject to certain notice requirements.  
The Natural Gas Assets consist of leases for certain mineral
rights and related contracts.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells Judge Fitzgerald that the Leases are
essential component of the Natural Gas Assets and greatly
increase their value.  As part of the Sale, the Debtors intend to
enter into one or more asset purchase agreements, under which a
buyer will purchase some or all of the Natural Gas Assets as well
as ongoing benefits and obligations under the Leases.

Mr. Heath asserts that the market conditions at present time are
such that the Debtors may sell the Natural Gas Assets for a
favorable price.

The Debtors intend to assume and assign the Leases to the
ultimate buyer in connection with the marketing and sale of the
Natural Gas Assets.

To assume the Lease, Section 365(b)(1)(A) of the Bankruptcy Code
requires that the Debtors cure or provide adequate assurance that
they will promptly cure any outstanding defaults under the
Leases.  The Debtors believe that they are generally current on
the Leases, hence, the prepetition arrearages under the Leases is
zero or otherwise minimal.  To the extent that the Cure Amount is
not zero, the Debtors represent that they will pay those amounts
promptly after the closing of the Natural Gas Assets Sale.

A list of USG's leases for certain mineral rights and related
contracts is available at no charge at:

         http://bankrupt.com/misc/USGnaturalgasleases.pdf

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)


VARTEC TELECOM: Court Okay Settlement with Teleglobe USA
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved a settlement agreement between VarTec Telecom Inc., and
its debtor-affiliates and Teleglobe USA Inc., and its U.S.
entities, pursuant to Sections 105, 363 and 502 of the Bankruptcy
Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure.

As previously reported, Teleglobe USA Inc., entered into a Master
Telecommunications Services Agreement with emeritus
Communications, Inc., n/k/a VarTec Solutions, Inc.  Under the
MTSA, Vartec Solutions, as successor in interest to eMeritus
Communications agreed to provide the Teleglobe with certain
domestic U.S. origination and termination telecommunications
services.

On April 5, 2002, the Debtors and Teleglobe Telecom Corp.,
Teleglobe Holdings (U.S.) Corp., Teleglobe Inc., Excelcom, Inc.,
Telco Communications Group, Inc., and Excel Telecommunications
(Canada) Inc., entered into an Amended and Restated Stock Purchase
Agreement and certain other related and ancillary agreements.

Under the Stock Purchase Agreement, Teleglobe Telecom sold all of
the outstanding shares of capital stock of Excelcom, Inc. and
Telco Communications Group, Inc. to Vartec Telecom Holding (VTH),
While Teleglobe Inc., sold all of the outstanding shares of
capital stock of Excel Telecommunications (Canada) to Vartec
Telecom Holding.  In consideration, VTH agreed to pay a total
aggregate purchase price of $227,500,000 to Teleglobe Telecom and
Teleglobe Inc.

The purchase price to be paid by VTH was in the form of:

   1) a Purchase Price Note between VTH and Teleglobe Telecom,
      in which VTH agreed to pay Teleglobe Telecom $217,500,000
      plus interest; and

   2) a Purchase Price Note between VTH and Teleglobe Inc., in
      which VTH agreed to pay Teleglobe Inc., $10 million plus
      interest.

Vartec Telecom Inc. guaranteed both of those Notes.

On May 28, 2002, Teleglobe Communications Corp., and its U.S.
entities and certain of its affiliates, each filed a voluntary
petition for relief under chapter 11 of the U.S. Bankruptcy Code
with the U.S. Bankruptcy Court for the District of
Delaware.  

                   Arbitration Proceeding

On Jan. 12, 2004, Teleglobe Telecom and Teleglobe Inc., filed a
Demand for Arbitration and Statement of Claim against Vartec
Telecom Inc., and Vartec Telecom Holding, which commenced an
arbitration proceeding before the American Arbitration
Association, International Center for Dispute Resolution
(Washington, D.C.).  

In the Arbitration Proceeding, Teleglobe Telecom and Teleglobe
Inc., sought payment of interest due under the Notes and the
recovery of certain tax refunds.  The claims asserted in the
VarTec Proofs of Claim also became a part of the Arbitration
Proceeding.  On Oct. 26, 2004, the Arbitration Panel in the
Arbitration Proceeding transmitted their interim award, and the
Panel retained jurisdiction over the Arbitration Proceeding until
at Oct. 4, 2005.

                    Settlement Agreement

The Debtors and the Teleglobe Entities entered into the Settlement
Agreement to settle and resolve all claims asserted between each
of the parties arising out of the Purchase Notes, the Teleglobe
Proofs of Claim, the Teleglobe Released Tax Claim, Vartec
Solutions Claims, the VarTec Proofs of Claim and the VarTec
Released Tax Claim.

Under the terms of the Settlement Agreement:

  1) the Teleglobe U.S. Entities will each have two allowed
     general unsecured claims in the VarTec bankruptcy cases,
     with one allowed claim $175 million against Vartec Telecom
     Holding and its chapter 11 estate and one allowed claim of
     $175 million against Vartec Telecom Inc., and its chapter 11
     estate;
        
  2) Teleglobe Inc., will have two allowed general unsecured
     claims in the VarTec Bankruptcy Cases, with one allowed
     claim of $10 million against Vartec Holding and its chapter
     11 estate, and one allowed claim of $10 million against
     VarTec Inc., and its chapter 11 estate;

  3) the VarTec Entities will be deemed to have withdrawn, with
     prejudice, the VSI Claims and the VarTec Proofs of Claim,
     and the Teleglobe U.S. Entities and Teleglobe Inc., will be
     deemed to have withdrawn, with prejudice, the Teleglobe
     Proofs of Claim; and

  4) on the Settlement Agreement's Effective Date, the VarTec
     Entities will pay Teleglobe Telecom Corp., for the benefit
     of itself and Teleglobe Holdings (U.S.) Corp., the sum of
     $300,000 from the Teleglobe Account.

A full-text copy of the Settlement Agreement is available at no
charge at http://researcharchives.com/t/s?24f
   
Headquartered in Dallas, Texas, VarTec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service  
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81694).  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed more than $100 million in assets and
debts.


VERITAS DGC: Earns $83 Million of Net Income for Fiscal Year 2005
-----------------------------------------------------------------
Veritas DGC Inc. (NYSE:VTS)(TSX:VTS) reported financial results
for the fourth fiscal quarter and fiscal year ended July 31, 2005.

The Company earned a net income of $46.2 million for the three
months ended July 31, 2005 compared to $8.5 million for the same
period last year.  Net income for the fiscal year ended July 31,
2005 was $83 million compared to $5.2 million for the year ended
July 31, 2004.

Thierry Pilenko, Chairman and CEO commented, "I am pleased to
report that in 2005, Veritas DGC recorded its highest revenue ever
and highest operating income since 1998.  Revenue growth was
strong across all regions with Asia Pacific exhibiting
particularly strong growth of 63% year over year.  Globally, our
contract marine business delivered the greatest revenue growth as
a product line while we continued to lead the industry with our
multi-client library investments.  This outstanding performance
demonstrates the strengthening of the industry enhanced by the
dedication of our employees, the quality of our service and the
soundness of our strategic business mix of contract and multi-
client work."

Mr. Pilenko went on to say, "Looking forward to fiscal 2006, we
expect that the robust business environment combined with ongoing
pressure to organically increase reserves will fuel strong E&P
spending and increased geophysical activity worldwide.  To
maximize our business performance in this environment and develop
our long-term library assets, we will continue with our balanced
contract / multi-client strategy and invest in the techniques and
technologies that further differentiate and enhance our products
and services."

Revenues for the year were up 12% from $565 million in fiscal 2004
to $634 million in fiscal 2005.  The majority of this growth came
from increased marine contract work.  Revenues for the fourth
quarter fiscal 2005 were $137 million, approximately equal to
those reported in the fourth quarter of fiscal 2004.

Operating income of $64 million in fiscal 2005 was $36 million
higher than in fiscal 2004.  After adjusting for the $22 million
negative impact of the multi-client accounting change from fiscal
2004, the year over year increase was $14 million or 29%.  This
performance was driven by a favorable mix of projects, pricing,
and increased efficiency resulting in increased margins in both
contract land and contract marine.  While multi-client revenue was
down from the prior year, multi-client margins as a percent of
revenue were slightly higher in fiscal 2005 due to a favorable mix
of surveys licensed.

The operating loss of approximately $2 million in the fourth
quarter of fiscal 2005 was the result of the unfavorable multi-
client-contract revenue mix, additional research and development
expenditures and costs associated with Sarbanes Oxley compliance.

               Involuntary Conversion of Assets

In January 2005, the Veritas Viking experienced an engine failure
while acquiring data in the Gulf of Mexico and lost substantial
amounts of overboard seismic equipment.  As this seismic equipment
is insured at its replacement cost, the Company recognized a pre-
tax gain of $10 million related to the insurance settlement.

                            Backlog

At July 31, 2005, the Company's backlog was $302 million compared
to $234 million at the end of the third quarter and $147 million
at the end of fiscal 2004.  Since the end of fiscal 2004, contract
backlog has grown by approximately 100% and multi-client backlog
has grown by 120%.

                         Balance Sheet

The Company ended the fiscal year with approximately $249 million
in cash and $155 million in convertible debt.  Investment in the
multi-client library was approximately equal to multi-client
amortization, resulting in a fiscal year-end multi-client balance
of $317 million, approximately $3 million greater than the prior
year.

Veritas DGC, headquartered in Houston, Texas, is a leading
provider of integrated geophysical information and services to the
petroleum industry worldwide.

                       *     *     *

As reported in the Troubled Company Reporter on Sept 2, 2005,
Moody's Investors Service changed the rating outlook for Veritas
DGC to stable from negative.  The change in outlook follows a
period of sustained favorable trends in Veritas' financial results
and the conclusion of its financial restatement process in June
2005.  Moody's also affirmed Veritas' corporate family rating of
Ba3 and the Ba2 rating assigned to its $55 million senior secured
revolving credit facility maturing in February 2006.


VINEBURG MACHINING: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Vineburg Machining, Inc.
        25 Brown Drive
        Carson City, Nevada 89706

Bankruptcy Case No.: 05-54049

Type of Business: The Debtor provides machining services to
                  manufacturing companies throughout the United
                  States.  It serves numerous clients including
                  OEMs and companies in the building,
                  semiconductor, medical, tooling and cable
                  connector industries.  See
                  http://www.vineburgmachining.com/

Chapter 11 Petition Date: October 12, 2005

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, Nevada 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Momsen, Norbert                  Stock Buy-Out         $542,678
1128 Elm Ave.
Sonoma, CA 95476

Belcher, Edwin                   Stock Buy-Out         $326,236
21875 Hyde Road
Sonoma, Ca 95476

Copper & Brass Sales             Goods/Services        $208,462
P.O. Box 894213
Los Angeles, CA 90189-4213

Zeller, Shirley                  Stock Buy-Out          $70,364
P.O. Box 2378
Arnold, CA 95223

Ugine Stainless & Alloys, Inc.   Goods/Services         $69,918
P.O. Box 821910
Phildelphia, PA 19182-1910

Chase Brass & Copper Co. Inc.    Goods/Services         $68,647
1004 Solutions Center
Chicago, IL 60677-1000

Jorgensen, Earle M.              Goods/Services         $46,206
Hayward Dept. #0931
Los Angeles, CA 90084

Ryerson & Sons                   Goods/Services         $44,115
P.O. Box 51561
Los Angeles, CA 90051-5861

Cambridge Lee Industries         Goods/Services          $9,623
P.O. Box 198832
Atlanta, GA 30384-8832

Professional Plastics            Goods/Services          $1,152
P.O. Box 514015
Los Angeles, CA 90051-4015


VTEX ENERGY: Posts $2 Million Net Loss in Quarter Ended July 31
---------------------------------------------------------------
VTEX Energy Inc. delivered its financial results for the quarter
ended July 31, 2005 to the Securities and Exchange Commission on
Oct. 5, 2005.

For the quarter ended July 31, 2005, VTEX Energy reports a
$2,037,679 net loss compared to a $463,502 net loss for the same
period in 2004.

The Company's balance sheet showed $18,785,422 of assets at
July 31, 2005, and liabilities totaling $10,756,934.  Current
liabilities  exceeded  current assets by  approximately $5,215,000
and $4,114,000 at July 31, 2005 and April 30, 2005, respectively,
and the accumulated  deficit is approximately  $26,593,000 at July
31, 2005.

Amounts outstanding and payable to creditors are in arrears and
the Company is negotiating with creditors to obtain extensions and
settlements of outstanding amounts.

                     Going Concern Doubt

Pannell Kerr Forster of Texas, PC, expressed substantial doubt
about VTEX Energy's ability to continue as a going concern after
it audited the Company's financial statements for the fiscal year
ended April 30, 2005.  The auditing firm pointed to the Company's:

     - significant loss from operations;
     - working  capital  deficit;
     - default on certain of its debt instruments; and
     - additional capital funding requirements.

             Fiscal 2004 First Quarter Amendment

Vtex Energy amended its quarterly report for the quarter ended
July 31, 2004, to correct certain errors in the Company's
financial statements as of, and for the three months ended,
July 31, 2004, and 2003.

The errors, discovered in conjunction with the audit of the Vtex
Energy's financial statements for fiscal 2005, include:

     a) a failure to record the correct amount of the asset
        retirement obligation in accordance with Statement of
        Financial Accounting Standards No. 143

     b) misstatements of corresponding amounts of ARO capitalized
        costs, depletion expense and accretion expense for the
        three months ended July 31, 2004 and 2003.

     c) a failure to record certain property taxes owed and
        certain stock, warrant and option transactions which the
        Company was obligated to issue or grant.

The effect of the restatement was to increase the net loss for the
three months ended July  31, 2004 and 2003 by $157,389 and
$139,652, respectively.  The adjustments reduced total
stockholders' equity by $127,130 as of July 31, 2004.

Headquartered in Houston, Texas, VTEX Energy Inc., fka Vector
Energy Corp., is an independent energy company engaged in the
acquisition, development and production of oil and natural gas
reserves.  The Company currently has two properties, Bateman Lake
Field located in St. Mary's Parish, Louisiana, and Mustang Island
Field located offshore Kleberg County, Texas.


WESTPOINT STEVENS: Responds to Steering Panel Final Fees Objection
------------------------------------------------------------------
As previously reported, the Steering Committee objects to the
final approval of professional fees and the distribution of the
carve-out funds.  The Steering Committee wants the Court to wait
for the resolution of its appeal of the Sale Order before the
District Court for the Southern District of New York.

The Steering Committee asserts that the aggregate amount of fees
requested exceeds the funds earmarked for payment to the
professionals and therefore a judicial determination will be
necessary to allocate the Carve-Out to the professionals.  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New York,
notes that, for some reason, the Steering Committee believes that
the Bankruptcy Court is incapable of making that determination and
requires assistance from the District Court.

Mr. Rapisardi argues that the District Court has no jurisdiction
over the allocation of the Carve-Out to professionals in WestPoint
Stevens, Inc. and its debtor-affiliates' Chapter 11 cases.  The
distribution of the Carve-Out is not one of the issues raised on
appeal.  Indeed, Mr. Rapisardi continues, the only issue currently
on appeal relate to the Court's authorization of the Sale and
distribution of the Sale proceeds.  The Carve-Out does not form
part of the Sale proceeds.

Mr. Rapisardi reminds Judge Drain that the issues designated by
the First Lien Lenders for appeal before the District Court are:

    * Whether the Bankruptcy Court erred, as a matter of law, in
      concluding that the transfer to the First Lien Lenders of
      only a portion of the collateral securing the First Lien
      Indebtedness constitutes full satisfaction and adequate
      protection of the First Lien Indebtedness;

    * Whether the Bankruptcy Court erred, as a matter of law, in
      concluding that, contrary to the explicit and unambiguous
      terms of the Intercreditor Agreement, the Second Lien
      Lenders can nonetheless receive any payment or transfer of
      collateral even though the First Lien Lenders are not
      receiving payment in full in cash;

    * Whether the Bankruptcy Court erred, as a matter of law, in
      concluding that the Debtors can, pursuant to Sections
      363(f)(3) or 363(f)(5) of the Bankruptcy Code, sell the
      Purchased Assets free and clear of Interests of the First
      Lien Collateral Trustee and the First Lien Lenders;

    * Whether the Bankruptcy Court erred, as a matter of law, in
      concluding that the Successful Bid was authorized, and
      higher and better than the competing credit bids directed by
      the Steering Committee, even though the Successful Bid did
      not provide for payment in full and in cash of the First
      Lien Lenders; and

    * Whether the Bankruptcy Court erred, as a matter of law, in
      concluding that the Debtors are authorized to transfer the
      collateral directly to First Lien Lenders, rather than to
      the First Lien Collateral Trustee in its capacity as the
      lienholder under the First Lien Collateral Trust Agreement.

Accordingly, Mr. Rapisardi asserts that the Steering Committee is
incorrect when it states the appeal of the Sale Order will have
any bearing on the distribution of the Carve-Out in the Debtors'
Chapter 11 cases.  That issue is not before the District Court and
is squarely within the jurisdiction of the Bankruptcy Court, he
says.  The Bankruptcy Court does not require the guidance of the
District Court to determine how the Carve-Out should be
distributed.

Furthermore, Mr. Rapisardi points out that the Steering Committee
and First Lien Lenders have no interest, residual or otherwise, in
the Carve-Out.  The Order providing the prepetition secured
lenders with adequate protection is clear and unequivocal -- the
Carve-Out is to be used exclusively to pay the fees of the
Debtors' and the official committee of unsecured creditors'
professionals.  Mr. Rapisardi says that the Carve-Out is not
subject to the liens of the DIP Lenders, the First Lien Lenders or
the Second Lien Lenders.  Therefore, the Steering Committee has no
interest in the proceeds and has no basis to object to its
distribution.

The Steering Committee is also incorrect when it states $250,000
of the Carve-Out is required to be set aside for a Chapter 7
trustee's fees, Mr. Rapisardi notes.  While the Adequate
Protection Order does provide that up to $250,000 "may be applied
toward the reasonable fees and disbursements of a Chapter 7
trustee," it does not require a reserve to be established for this
purpose.  Nor does it restrict the payment of the entire amount of
the Carve-Out to professionals.  Mr. Rapisardi reports that the
Debtors have currently no intention of converting their Chapter 11
cases to Chapter 7.  If that action is required, the payment of
any Chapter 7 trustee fees is covered by the $3 million wind down
budget provided by the Purchaser.  It is important to point out,
Mr. Rapisardi relates, that the professionals in the Debtors'
Chapter 11 cases have been subject to a holdback of 20% of their
fees for over two years.  The amount of the Carve-Out is
insufficient to satisfy all of the professionals' fees.

"The Debtors' and the Committee's professionals have borne the
economic brunt of the dispute between the First and Second Lien
Lenders," Mr. Rapisardi says.  "Having already been harmed
financially, it would be exceedingly unfair to deny payment of
their remaining fees and the holdback for even a short period of
time as the Steering Committee is requesting. . . ."

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. 57; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WICKES INC: Renaissance Asks Court for Leave to File Late Claim
---------------------------------------------------------------
Renaissance Condominium Association, Inc., commenced proceedings
in the Superior Court of New Jersey, Law Division, against
Renaissance Estates, L.P., et al., on March 11, 2005 (Case No.
L-1152-05).  Wickes, Inc., is a party-defendant in the New Jersey
proceedings, following its involvement as a supplier of labor and
materials for the development of a condominium building in Long
Branch, New Jersey.  

Renaissance tells the Hon. Bruce W. Black of the U.S. Bankruptcy
Court for the Northern District of Illinois that it was unaware of
the pendency of the New Jersey proceedings following the Debtor's
bankruptcy filing on Jan. 20, 2004.  Renaissance disclosed that it
only learned about the May 26 Claims Bar Date following the
receipt of a correspondence from the Debtor's counsel on June 21,
2005.

Thomas S. Onder said neither he nor his Firm received any notice
from the Debtor of the commencement of the chapter 11 proceedings
or the Claims Bar Date.

Against this backdrop, Renaissance asks the Court to permit it to
file a late proof of claim in the Debtors' chapter 11 cases.  
Alternatively, Renaissance asks the Court to extend the Claims Bar
Date two weeks after the Court approves its motion.

Judge Black will convene a hearing on Nov. 17, 2005, at 1:15 p.m.,
to consider Renaissance's request.

Headquartered in Vernon Hills, Illinois, Wickes Inc. --
http://www.wickes.com/-- is a retailer and manufacturer of      
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers Wickes, Inc., and GLC Division,
Inc., filed for chapter 11 protection on January 20, 2004 (Bankr.
N.D. Ill. Case No. 04-02221).  The Court dismissed GLC's case on
Feb. 17, 2005.  Richard M. Bendix Jr., Esq., at Schwartz Cooper
Greenberger & Krauss represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, it listed $155,453,000 in total assets and $168,199,000
in total debts.


WORLDCOM INC: Settles Dispute Over Illinois' Two Tax Claims
-----------------------------------------------------------
Illinois asserted that these income tax claims are valid against
WorldCom, Inc. and its debtor-affiliates:

     Claim No.     Claim Amount   Debtor Asserted
     ---------     ------------   ---------------
       34526         $290,604     Nova Cellular Co.
       35533        6,501,370     MCI WorldCom Network Services

Claim No. 34526 is based on an income audit of the taxable years
ending on December 31, 1994, and September 20, 1995, for which
Illinois issued a Notice of Deficiency.  Nova Cellular filed a
statutory protest of the Notice of Deficiency and was granted an
administrative hearing to contest the proposed liability.  
Subsequently, the dispute between Nova Cellular and Illinois was
settled and Nova Cellular admitted liability in the compromised
claim amount.

Claim No. 35533 filed is based on income tax audits of MCI
Telecommunications Corp., and related members of the unitary
business group conducted by Illinois for the taxable years ending
on March 31, 1991, March 31, 1992, March 1993, March 31, 1994,
March 31, 1995, March 31, 1996, March 31, 1997, March 31, 1998,
and September 14, 1998.

On June 18, 1996, Illinois issued a Notice of Deficiency for the
taxable year ending March 31, 1991.  On October 31, 1997,
Illinois issued a Notice of Deficiency for the taxable years
ending March 31, 1992, and March 31, 1993.  MCI Telecom filed
statutory protests of the Notices of Deficiency for all three tax
years and was granted an administrative hearing.

As part of the 1996 Administrative Proceeding, MCI Telecom filed
amended protests raising the issue of whether refunds were owed by
Illinois pursuant to amended income tax returns filed for the
Three Tax Years.  MCI Telecom asserted that MCI International
Telecommunications, Inc., should not have been included in the
unitary tax returns because of the statutory exclusion under 35
ILCS 5/1501(a)(27).

In the 1996 Administrative Proceeding, MCI Telecom litigated the
issues related to the validity of Illinois' Notices of Deficiency
for the Three Tax Years as well as the issues related to whether
refunds were due for the same taxable years based on the amended
income tax returns.  After conducting a hearing on all issues
raised in the Proceeding, Illinois adopted the Administrative Law
Judge's recommendation sustaining the liability in the Notices of
Deficiency and denying the refund requests.

MCI Telecom filed a timely complaint with the Circuit Court of
Cook County for administrative review of Illinois' final decision
issued in the 1996 Administrative Proceeding.  The Circuit Court
Action was stayed by the Debtors' bankruptcy filing.

On October 3, 2000, Illinois issued a Notice of Denial of Claim
for the refunds sought in the amended Illinois income tax returns
filed for the Three Tax Years.

MCI Telecom filed a statutory protest of Illinois' Notice of
Denial of Claim for the refund with respect to the amended return
for the taxable year ending March 31, 1991, and was granted an
administrative hearing.  The case is currently pending.

On September 8, 1998, Illinois issued a Notice of Deficiency for
income taxes for the taxable years ending March 31, 1994, and
March 31, 1995.  MCI Telecom filed a statutory protest of the
Notice of Deficiency and was granted an administrative hearing.
MCI Telecom subsequently withdrew its protest to the Notices of
Deficiency in the 1998 Administrative Proceeding whereupon the
Administrative Law Judge issued a decision sustaining the Notice
of Deficiency.

On June 25, 2001, Illinois issued a Notice of Deficiency for
income taxes for taxable years ending March 31, 1996 and March 31,
1997.  MCI Telecom filed a statutory protest of the Notice of
Deficiency and was granted an administrative hearing.  MCI
Telecom subsequently withdrew its protest to the Notice of
Deficiency in the 2001 Administrative Proceeding whereupon the
Administrative Law Judge issued a decision sustaining the
liability.

On February 28, 2003, Illinois issued a Notice of Deficiency for
income taxes for the taxable years ending March 31, 1998, and
September 14, 1998.  MCI Telecom did not file a statutory protest
to the Notice of Deficiency for the taxable periods ending
March 31, 1998, and September 14, 1998.

The Debtors have objected to Claim Nos. 34526 and 35533 on various
grounds, including the amount or priority of portions of the
claims.

Accordingly, Illinois and the Debtors have engaged in negotiations
over an extended period of time in an attempt to settle their
dispute over Illinois' income tax claims and the Debtors' claim to
a refund.

In a Court-approved stipulation, the Parties agree that:

   (1) Claim No. 34526 will be allowed as a priority claim for
       $290,604.

   (2) With regard to the liabilities and pending legal
       proceedings related to the various tax years in Claim No.
       35533:

         (i) The Debtors will dismiss with prejudice their action
             captioned MCI Telecommunications Corp. v. Department
             of Revenue of the State of Illinois, pending in the
             Circuit Court of Cook County in which they seek
             administrative review of the decision entered in the
             1996 Administrative Proceeding;

        (ii) Illinois' income tax claim for the taxable year
             ending March 31, 1991, will be allowed as a priority
             claim for $759,870, which is 75% of the amount
             listed for the taxable year ending March 31, 1991,
             in Claim No. 35533;

       (iii) Illinois' income tax claim for the taxable years
             ending March 31, 1992, and March 31, 1993, will be
             allowed as a priority claim for $1,444,357;

        (iv) Illinois' income tax claim for the taxable years
             ending March 31, 1994, and March 31, 1995,
             aggregating $1,599,803 is allowed as a priority
             claim for $965,604.  Illinois will retain the right
             to setoff the balance of the claim against any
             refund determined to be due the Debtors pursuant to
             the 2000 Administrative Proceeding, if any, but the
             balance of the claim will not otherwise be allowed
             as a claim in the Debtors' bankruptcy cases; and

         (v) Illinois' income tax claim for the taxable years
             ending March 31, 1996, March 31, 1997, March 31,
             1998 and September 14, 1998, will be allowed as a
             priority claim for $2,219,099;

   (3) Illinois will not file or assert any claim against the
       Debtors for income taxes related to the matters raised in
       the Massachusetts' Case;

   (4) To the extent there are any federal income tax audits
       which impact on the Debtors' tax liability to the
       Department, the results of which are not reflected in the
       claims filed by Illinois, Illinois will have a claim for
       any additional income taxes which arise based on any final
       RAR changes.  Likewise, to the extent any final RAR
       changes give rise to refund claims, the Debtors will
       retain their right to claim refunds;

   (5) With the exception of the claims allowed, Illinois will
       not assert and covenants not to sue any of the Debtors for
       any income tax claims, whether known or unknown, that it
       may have against the Debtors for all prepetition taxable
       periods;

   (6) The Debtors will release all claims including refund
       claims they may have against Illinois, whether known or
       unknown, arising from prepetition tax years with the
       exception that they will be allowed to prosecute the 2000
       Administrative Refund Proceeding and any appeals
       therefrom.  Illinois does not waive any defenses and will
       be entitled to raise any appropriate defense to Debtors'
       refund claim in the 2000 Administrative Refund Proceeding;

   (7) To the extent the Debtors prevail and are entitled to a
       refund, Illinois will be allowed to set off the amount of
       the refund against any portion of its income tax claim for
       the taxable years ending March 31, 1994, and March 31,
       1995, which has not been allowed and paid as a priority
       claim.  In addition, the Debtors will retain any refund
       rights they may be determined to hold based on final RAR
       changes;

   (8) The Stipulation and Order will have no effect on other
       stipulations and orders entered into by Illinois with the
       Debtors to settle other non-income tax claims;

   (9) The Debtors will pay all priority claims allowed
       immediately, with interest at the rate of 5% per annum
       calculated from the effective date to the date of payment;

  (10) The Debtors will be deemed to have withdrawn their
       objections to Claim Nos. 783, 34526, 34580 and 35533, and
       Illinois will be deemed to have withdrawn those Claims.

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. 103; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* BOOK REVIEW: Beyond Hype -- Rediscovering the Essence of
               Management
----------------------------------------------------------
Author:     Robert G. Eccles and Niton Nohria with
            James D. Berkley
Publisher:  Beard Books
Paperback:  296 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982226/internetbankrupt

Beyond the Hype grew out of the authors' research into "knowledge-
intensive organizations" that were presumably emerging and being
touted in the 1980s and early 1990s.  But, in their research of
businesses in the fields of biotechnology, consulting,
advertising, computers, and entertainment, among others, the
authors began to question the assumption held in the business
world that a new kind of business organization was emerging.
Businesspersons, writers, and the media were using terms such as
"information technology," "total quality," "micromarketing,"
"time-based competition," "restructuring," "concurrent
engineering," "empowerment," "intrapreneurs," "core competence,"
and the "learning organization," to create the belief that a new
way of doing business was evolving.  But Eccles, Nohria, and
Berkley came to see that the host of new words and terms were not
really concerned with what was most important to businesses.
The authors do not argue that businesspersons who use these words
and terms in contemporary business are going in the wrong
direction or are being gulled.  

But the authors came to realize that many businesspersons are
missing something basic in looking only to this host of new words
and phrases.  The effort to understand what the words are getting
at and to assimilate them for professional and competitive reasons
is drawing many businesspersons away from more fundamental
business considerations, skills, and practices.  "Words may come
and go, but action [italicized in text] is always the managerial
imperative."  Eccles and his co-authors caution businesspersons
about how they react to, take in, and apply the new words.  The
words used by managers are especially important because, in most
cases, they influence the collective actions of employees and
define the business's operations, image, and direction.  The final
sentence of this work is "By accepting this responsibility [the
long-term health and relevance of a company], you can move beyond
contemporary hyperbole and rediscover the essence of what
management is all about: the effective use of language to get
things done."

Beyond the Hype is a unique business book for executives,
managers, and anyone else in a leadership position.  It explains
the crucial significance of words in clarifying and thus
understanding problems and working toward individual and corporate
solutions.  The book also suggests alternative language that is
both germane and effective.  In the authors' view, "hybrid
organization," "mission statements," "delayering," and all the
other new terminology supposedly applicable to a novel business
environment are mostly hype.  In reality, these terms deal with
change.  The challenge lies in understanding the nature of the
change and devising and following strategies for responding
effectively to it.

The authors urge the use of clear, relevant, and reliable language
having an "action perspective which recognizes that the purpose of
management is fostering action and then making that action
meaningful to people both collectively and individually."  The
authors further argue that "without the right words, used in the
right way, it is unlikely that the right actions will occur."  The
right words used in the right way make all the difference, not
only in communication among all parts of a business, but also in
"expressing strategic concepts, structural forms, or designs for
performance measurement systems."  The authors show how to achieve
this useful, productive language by an in-depth, multifaceted
analysis of the business's structure, knowledge system,
management, and identity.

Beyond Hype offers lessons in interpreting hype while not
succumbing to it, so to speak.  The authors offer a means of
analysis that enables decisionmakers, managers, and others to see
"beyond the hype."  The words and terms of the hype  --
"organizational transformation," "micromarketing," and so forth --
are significant and informative as to the nature and specifics of
the change affecting such matters as customers, the workforce, and
training.  But they have limited value as guides for any
particular company that seeks to embrace the change, especially
without causing disruption and confusion.  The authors remedy this
by showing how to pay due attention to hype while avoiding its
allure to be able to manage and plan effectively in the business
environment giving rise to the hype.

A former professor at the Harvard Business School, Robert Eccles
is the founder and president of Advisory Capital Partners, a firm
that works with medium-sized companies.  Nitin Nohria is the
Richard P. Chapman Professor of Business Administration at the
Harvard Business School.  When this book was first published in
1992, James D. Berkley worked with the two others as a Harvard
Business School research associate.

                          *********

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 ***