TCR_Public/051018.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, October 18, 2005, Vol. 9, No. 247

                          Headlines

2427 RESTAURANT: Case Summary & 21 Largest Unsecured Creditors
ADAVANCE REHAB: Case Summary & 20 Largest Unsecured Creditors
ALLIANCE IMAGING: Posts Preliminary Third Quarter 2005 Results
ALLIANCE LAUNDRY: Merges Marianna, Fla., & Ripon, Wis., Operations
ALLIANCE PHARMACEUTICAL: Corbin & Co. Raises Going Concern Doubt

ARLINGTON HOSPITALITY: Public Auction Set for Nov. 14
ASARCO INC: Fitch Downgrades Sr. Unsecured Debt Rating to D
AURA SYSTEMS: Hires O'Connor and Kay as Tax Accountant
AVNET INC: Amended Credit Facility Increases Loan to $500 Million
BARBARA FIELDS: Case Summary & 2 Largest Unsecured Creditors

BOYDS COLLECTION: Files for Chapter 11 Protection in Maryland
BOYDS COLLECTION: Case Summary & 44 Largest Unsecured Creditors
CANYON STATE: Case Summary & 39 Largest Unsecured Creditors
CAPE HAZE: Case Summary & 12 Largest Unsecured Creditors
CAPITOL ROOFING: Voluntary Chapter 11 Case Summary

CETROM INC: Case Summary & 20 Largest Unsecured Creditors
CHRISTOPHER MAHER: Case Summary & 8 Largest Unsecured Creditors
CHRISTOPHER TODINO: Voluntary Chapter 11 Case Summary
CINRAM INTERNATIONAL: Amaranth Entities Holds 14.8% Equity Stake
CITYSCAPE HOME: Fitch Puts Low-B Ratings on Three Cert. Classes

COLONIAL EXETER: Court Dismisses Chapter 11 Case
COMM SOUTH: Chapter 7 Trustee Can Enter Into Replacement ICAs
CONMED CORP: Expects Third Quarter Earnings at $7.5M to $7.7M
COUNTRYWIDE HOME: Fitch Holds Low-B Rating on 27 Cert. Classes
CYBERCARE INC: Case Summary & 16 Largest Unsecured Creditors

DELPHI FURUKAWA: Case Summary & 50 Largest Unsecured Creditors
DELTA AIR: Wants Stay on Class Action Settlement Lifted
DELTA AIR: Objects to Interface's Motion To Compel Assumption
DETIENNE ASSOCIATES: Case Summary & 12 Largest Unsecured Creditors
DOANE PET: Prices $152 Million Private Debt Placement

DOUGLAS DYNAMICS: S&P Puts BB- Rating on $40M Sr. Sec. Term Loan
EMIDIO WOODWORKING: Case Summary & 42 Largest Unsecured Creditors
ENRON CORP: Gets Court Nod to Settle with ANP Entities
ENRON CORP: Agrees to Allow Hazelwood Power Claim for $3 Million
EVERGREEN INT'L: S&P Reviews Junk Corporate Credit Rating

EXCO RESOURCES: S&P Slices Corporate Credit Rating to B from B+
FLAGSHIP REALTY: Voluntary Chapter 11 Case Summary
FOAMEX INT'L: Court Gives Final Okay to $320 Million DIP Financing
FREEDOM RINGS: Files for Chapter 11 Protection in Delaware
FREEDOM RINGS: Case Summary & 20 Largest Unsecured Creditors

FRESENIUS MEDICAL: S&P Still Reviewing BB+ Rating & May Downgrade
GE CAPITAL: Fitch Holds Low-B Ratings on Five Certificate Classes
GENERAL STEEL: Case Summary & 20 Largest Unsecured Creditors
HORIZON NATURAL: Wants A.T. Massey to Produce Lease Documents
INSIGHT COMMS: Obtains Noteholders' Consent to Indenture Waiver

IVOW INC: Completed 1-for-10 Reverse Stock Split on Oct. 10
JAMESTOWN HOUSING: S&P Pares Revenue Bond Rating to B from BB
JETBLUE AIRWAYS: Fitch Puts B- Rating on Convertible Notes
K-SEA TRANSPO: S&P Rates Proposed $150M Senior Unsec. Notes at B+
KRISPY KREME: Franchisee Files Chapter 11 Petition in Delaware

KUECKER EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
LA RISA: Case Summary & 15 Largest Unsecured Creditors
LEVITZ HOME: Judge Lifland Approves Joint Administration of Cases
LEVITZ HOME: Judge Lifland Permits Interim Use of Cash Collateral
LEVITZ HOME: Judge Lifland Permits Access to $80 Mil. of DIP Loans

LEVITZ: Prepares for Rapid Sec. 363 Sale to Prentice Capital
LORAL SPACE: Sells Cyberstar's Shares & Claims to Sasani for $385K
MARKS PAPER: Voluntary Chapter 11 Case Summary
MAYTAG CORP: Fitch Cuts Issuer Default Rating Two Notches to B+
MESABA AVIATION: Wants Access to MAIR's $35 Million DIP Facility

METROPOLITAN MORTGAGE: Reed & Giesa Approved as Special Counsel
MIRANT CORP: Asks Court to Approve Deutsche Bank Consent Order
MIRANT CORP: Court Approves Metromedia Stipulation on Sale Dispute
MIRANT CORPORATION: CARE Withdraws $469.8 Million Claim
N. CAROLINA MEDICAL: S&P Pares Revenue Bond Rating to BB from BBB-

NEXEN INC: Earns $615 Million of Net Income in Third Quarter
NORTEL NETWORKS: Board Declares Dividend on Preferred Shares
O'CONNOR'S ALEXANDER: Case Summary & 20 Largest Unsec. Creditors
OAK CREEK: Wants to Employ Gibson Dunn as Bankruptcy Counsel
OAK CREEK: Taps David Dowdney as Responsible Person

OAK CREEK: Gets Interim Okay to Use GMAC's Cash Collateral
ODYSSEY RE: S&P Assigns BB Rating to $100M Preferred Stock
OWENS CORNING: Status Report on Commercial Committee's Advisors
OWENS CORNING: Contrarian Capital Settles AT&T Claim for $357,618
PENNSYLVANIA REAL: Fitch Holds B+ Rating on Preferred Stock

PHILADELPHIA GAS: Fitch Places BB+ Rated Jr. Bonds on Neg. Watch
PLYMOUTH RUBBER: Taps O'Conor Wright as Investment Bankers
PLYMOUTH RUBBER: Selling Canton Plant to Conroy for $8.9 Million
POINT TO POINT: Wants to Hire Gary Hostetler as Special Counsel
POINT TO POINT: Wants to Hire Kyle Brant as Special Patent Counsel

POINT TO POINT: Jack Weiss Wants Chapter 11 Trustee Appointed
POPE & TALBOT: S&P Lowers Sr. Unsec. Debt Rating to B- from BB-
QUALITY FINANCIAL: Case Summary & 3 Largest Unsecured Creditors
REFCO GROUP: Wind-Down Plans Prompt S&P to Junk Ratings
REFCO INC: In Advanced Talks with J.C. Flowers for Asset Sale

REFCO INC: Grant Thornton Named in Securities Law Suit
RESIDENTIAL ASSET: Fitch Puts Low-B Ratings on 11 Cert. Classes
SAGOMA PLASTICS: Case Summary & 20 Largest Unsecured Creditors
SEQUOIA MORTGAGE: Credit Enhancement Cues Fitch to Lift Ratings
SKYWAY COMMUNICATIONS: Doesn't Want Case Dismissed or Converted

SPILLMAN DEVELOPMENT: Wants General Partners to File Schedules
TIFFANY ASSOCIATES: Case Summary & 10 Largest Unsecured Creditors
TROPICAL SPORTSWEAR: Agrees to Negotiate Class Action Settlement
UAL CORP: Panel Doesn't Want Verizon to Intervene in Disney Claim
UAL CORP: PBGC Seeks Support From Court on FA Plan Termination

US AIRWAYS: Inks New $583 Million Loan Agreement with ATSB Lenders
US AIRWAYS: Pacific Exchange Begins Trading Options
US AIRWAYS: American Stock Exchange Trades Options
USG CORP: Equity Committee Gets Court Okay to Hire Morris Nichols
VIDEO WITHOUT BOUNDARIES: Net Loss Rises Following Restatement

VINTAGE PETROLEUM: S&P Reviews BB- Corporate Credit Rating
WELLS FARGO: S&P Puts Low-B Ratings on 126 Certificate Classes
WESTON NURSERIES: Case Summary & 20 Largest Unsecured Creditors
WHITEHALL JEWELLERS: Appoints Daniel Levy as Interim CEO
WINDSWEPT ENVIRONMENTAL: Auditor Raises Going Concern Doubt

W.R. GRACE: Files Asset Sales Report for Second Quarter of 2005

* Large Companies with Insolvent Balance Sheets

                          *********

2427 RESTAURANT: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 2427 Restaurant Corporation
        dba Eugene's
        dba Gypsy Tea
        27 West 24th Street
        New York, New York 10010

Bankruptcy Case No.: 05-48722

Type of Business: The Debtor owns and operates a nightclub and
                  lounge known as Gypsy Tea located in Manhattan.

Chapter 11 Petition Date: October 16, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Kenneth M. Lewis, Esq.
                  Sanford Philip Rosen, Esq.
                  Sanford P. Rosen & Associates, P.C.
                  747 Third Avenue
                  New York, New York 10017-2803
                  Tel: (212) 223-1100
                  Fax: (212) 223-1102

Total Assets: $3,061,786

Total Debts:  $5,599,174

Debtor's 21 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Bronx Store Equipment Co. Inc.   Construction           $798,191
dba Bronx Builders               services
c/o MG & Co.
230 West 17th Street 5th Floor
New York, NY 10011
Attn: Marc Goldberg
Tel: (212) 691-6613

27 West 24th Street Corp.        Rent                   $419,136
420 Lexington Ave., Suite #331
New York, NY 10170
Attn: Bill Cummings
Tel: (212) 661-6805
Fax: (212) 661-6240

Gerard Maccioli                  Loan                   $175,000
11443 West Palmetto Park Road
Suite D
Boca Raton, FL 33428
Attn: Gerard Maccioli
Tel: (516) 441-7080

Bruce Miller                     Loan                   $169,565
1344 Ocean Avenue
Del Mar, CA 92014
Tel: (585) 905-1451

Perfectaire Co., Inc.            HVAC services           $90,641

Munrod Interiors                 Services rendered       $64,427
Upholstery, Inc.

Peerless Importers, Inc.         Liquor                  $54,104

Charmer Industries               Liquor                  $47,294

RIP Construction                 Consulting services     $40,000
Consultants, Inc.

Bragman Nyman Cafarelli          Public relations        $33,406
                                 services

Met Tech Corp.                   Construction            $26,000
                                 services

AFA Protective Services, Inc.    Monitor services        $15,351

Con Edison                       Utilities               $11,557

Arnhold & S. Bleichroeder        Refund payable          $11,175
Advisers, Inc.

Durite Concepts, Inc.            Construction             $9,400
                                 services

Paramount Brands                 Liquor                   $9,132

BMI                              Music license fee        $6,670

Grimaldi & Nelkin CPA's          Accounting               $6,351
                                 services

Custom Lighting                  Lighting equipment       $6,000

Glendale Awning Co.              Services rendered        $5,654

City Thermographers N.Y.         Printing services        $5,197


ADAVANCE REHAB: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Advanced Rehabilitation Technologies
        f/d/b/a Home Medical Services, Inc.
        7950 Dunbrook Road
        San Diego, California 92126

Bankruptcy Case No.: 05-13292

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Margaret M. Mann, Esq.
                  Heller Ehrman White & McAuliffe LLP
                  4350 La Jolla Village Drive, 7th Floor
                  San Diego, California 92122
                  Tel: (858) 450-8400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Electronic Waveform Lab, Inc                          $7,172,902
c/o Blakely, Sokoloff, Taylor
12400 Wilshire Blvd., 7th Fl
Los Angeles, CA 90025

Cliff Glassman                Independent               $474,000
621 East Cypress Avenue
Glendora, CA 91741

Frank Gomez                   Independent               $304,000
8741 Ardendale Avenue         Contractor

Bryan Harris                  Independent               $262,000
1473 Glencrest Drive          Contractor
San Marcos, CA 92126

Erica Marasco                 Independent               $186,000
                              Contractor

Liz Gravelle                  Independent               $173,000
                              Contractor

David Diredo                  Independent               $171,000
                              Contractor

Brandy Murinchack             Independent               $147,000
                              Contractor

Union Bank of California      Fixed loans on            $140,000
                              credit line subject
                              to potential offset.

Barbee Noll                   Independent               $103,000
                              Contractor

Rick Harris                   Promissory Note            $63,441

Wilber S. Dunlap              Promissory note            $62,500
                              Added $12,500 from
                              original amount for
                              10/14/05 potential
                              retainer.

Charity Bedell                Independent                $45,000
                              Contractor

Diane Lewis                   Independent                $44,000
                              Contractor

Sid Glover                    Independent                $35,000
                              Contractor

Kevin Helmer                  Independent                $33,000
                              Contactor

Jerry Palmisano               Independent                $30,000
                              Contractor

Kathie Austin                 Independent                $27,000
                              Contractor

Florita Lause                 Independent                $26,000
                              Contractor

James Polka                   Independent                $25,000
                              Contractor


ALLIANCE IMAGING: Posts Preliminary Third Quarter 2005 Results
--------------------------------------------------------------
Alliance Imaging, Inc. (NYSE:AIQ) reported preliminary revenue and
Adjusted EBITDA for the third quarter of 2005, and updated its
guidance for the 2005 full-year ending Dec. 31, 2005.

"Greater-than-anticipated softness in scan volumes during the
third quarter, the effect of Hurricanes Katrina and Rita, which
have disrupted operations of several of our mobile and fixed-site
facilities in the south central and southeast regions of the
country, and rising fuel and transportation costs have had an
impact on our business," stated Paul S. Viviano, Chairman of the
Board and Chief Executive Officer of Alliance Imaging.

Mr. Viviano also commented, "While we expect diagnostic imaging
scan volumes to continue to increase in the near to mid-term, the
rate of increase will be constrained by the increasing prevalence
of utilization review and additional patient-related cost-sharing
programs.  Alliance's business is also impacted by the difference
in relative growth between total market scan volumes and
overcapacity of imaging equipment in the marketplace, especially
relating to medical groups adding imaging capacity within their
practice setting.  These pressures, along with the continued
disruption of operations caused by Hurricanes Katrina and Rita,
will impact our business for the remainder of 2005 and into 2006."

               Third Quarter 2005 Acquisition

During the third quarter, effective Sept. 1, 2005, Alliance
purchased certain assets associated with six established multi-
modality fixed-sites and three recently established fixed-sites
for an aggregate purchase price of $7.7 million in cash, which was
financed through internally generated funds of the company.  This
acquisition is expected to generate approximately $6 million in
annualized revenue for Alliance.

               Preliminary Third Quarter 2005
                Revenue and Adjusted EBITDA

Revenues for the third quarter of 2005 are expected to total
approximately $106 million, compared to the Company's previously
announced guidance range of $107 million to $110 million.

Alliance's Adjusted EBITDA (earnings before interest expense, net
of interest income; income taxes; depreciation expense;
amortization expense; minority interest expense and non-cash
stock-based compensation), is expected to range from $39.0 million
to $39.5 million in the third quarter of 2005, below the guidance
range of $41.5 million to $43.5 million.

Mr. Viviano stated, "We continue to focus on implementing our
strategic initiatives to stabilize our core mobile MRI business
and expand our PET and PET/CT business.  Our recent acquisition of
nine imaging centers is in line with our strategy of expanding the
company's fixed-site business."

The Company will provide further commentary on final quarterly
results on its third quarter earnings call and webcast scheduled
on Thursday, Nov. 3, 2005 at 1:00 p.m. Eastern time.  Third
quarter 2005 financial results are scheduled to be released after
the market closes on Wednesday, Nov. 2, 2005.

                        2005 Guidance

As a result of greater-than-historical softness in scan volumes
during the third quarter, the continuing effects of the recent
hurricanes, and rising transportation costs, the Company is
revising guidance for full year 2005.  Revenue is now expected to
range from $424.5 million to $428.5 million.  Adjusted EBITDA is
expected to range from $156.5 million to $161.0 million.  Capital
expenditures are now expected to range between $70 million and
$75 million.  The Company now expects to open approximately 10 to
12 new fixed-sites during 2005.  Two fixed-site openings, which
were scheduled for the fourth quarter 2005, have been delayed into
the first half of 2006 due to the effects of Hurricanes Katrina
and Rita.

Alliance Imaging is a leading national provider of shared-service
and fixed-site diagnostic imaging services, based upon annual
revenue and number of systems deployed. Alliance provides imaging
services primarily to hospitals and other healthcare providers on
a shared and full-time service basis, in addition to operating a
growing number of fixed-site imaging centers. The Company had 465
diagnostic imaging systems, including 352 MRI systems and 57 PET
or PET/CT systems, and over 1,000 clients in 43 states at June 30,
2005.

Alliance Imaging -- http://www.allianceimaging.com/-- is a
leading national provider of shared-service and fixed-site
diagnostic imaging services, based upon annual revenue and number
of systems deployed. Alliance provides imaging services primarily
to hospitals and other healthcare providers on a shared and full-
time service basis, in addition to operating a growing number of
fixed-site imaging centers. The Company had 465 diagnostic imaging
systems, including 352 MRI systems and 57 PET or PET/CT systems,
and over 1,000 clients in 43 states at June 30, 2005.

As of June 30, 2005, Alliance Imaging's balance sheet showed a
$51,622,000 stockholders' deficit, compared to a $67,528,000
deficit at Dec. 31, 2004.


ALLIANCE LAUNDRY: Merges Marianna, Fla., & Ripon, Wis., Operations
------------------------------------------------------------------
Alliance Laundry Holdings LLC, parent company of Alliance Laundry
Systems LLC, is consolidating its Marianna, Florida and Ripon,
Wisconsin operations.  Alliance will be moving the manufacture and
design of product lines from its Marianna, Florida manufacturing
facility to its existing Ripon, Wisconsin operation.  The
transition is expected to be completed by the end of the third
quarter of 2006.

Approximately 400 employees will be affected by the closure of the
Marianna facility.

Tom L'Esperance, CEO for Alliance Laundry Systems LLC stated, "The
decision as to where to manufacture these products was based on a
careful analysis of manufacturing capabilities as well as the
continuing investment requirements for each of the locations.
Efficiencies will be gained with the consolidation of the design
and manufacturing of all of our product lines within one
operation."

Company spokesperson, Patti Andresen-Shew stated, "To assist
affected employees in finding new employment, Alliance will be
arranging for outplacement services for all affected employees."

Alliance expects that it will add approximately 200 manufacturing
jobs to its Ripon operations and another 50 engineering,
supervisory and technical service positions to its Ripon staff.

Alliance Laundry Systems LLC currently employs 1300 employees
worldwide.

Alliance Laundry Holdings LLC is the parent company of Alliance
Laundry Systems LLC -- http://www.comlaundry.com/-- a leading
North American manufacturer of commercial laundry products and
provider of services for laundromats, multi-housing laundries, on-
premise laundries and drycleaners.  Alliance offers a full line of
washers and dryers for light commercial use as well as large
frontloading washers, heavy duty tumbler dryers, and presses and
finishing equipment for heavy commercial use.  The Company's
products are sold under the well known brand names Speed Queen(R),
UniMac(R), Huebsch(R) and Ajax(R).

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2005,
Moody's Investors Service assigned a B3 rating to Alliance Laundry
Systems LLC's proposed guaranteed senior subordinated notes (the
notes will be co-issued by Alliance Laundry Corporation) and a
B1 rating to Alliance Laundry Systems LLC's proposed senior
secured revolving credit facility and senior secured term loan.

Additionally, Moody's assigned a B1 senior implied rating to
Alliance Laundry Systems LLC and withdrew the B2 senior implied
rating of Alliance Laundry Holdings, Inc.

Ratings assigned:

   * $150 million guaranteed senior subordinated notes, due 2013
     -- B3

   * $50 million guaranteed senior secured revolver, due 2011
     -- B1

   * $200 million guaranteed senior secured term loan B, due 2012
     -- B1

   * Senior implied rating -- B1

   * Senior unsecured issuer rating -- B2

Ratings to be withdrawn:

   * $110 million senior subordinated notes, due 2008 -- B3
   * $45 million senior secured revolver, due 2007 -- B1
   * $136 million senior secured term loan, due 2007 -- B1


ALLIANCE PHARMACEUTICAL: Corbin & Co. Raises Going Concern Doubt
----------------------------------------------------------------
Corbin & Company LLP expressed substantial doubt about Alliance
Pharmaceutical Corp.'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 lack of sufficient working capital to service its debts
and to fund its operations through fiscal 2006.

At June 30, 2005, Alliance Pharmaceutical had a working capital
deficit of $8.1 million, compared to net working capital of $5.9
million at June 30, 2004.

Alliance Pharmaceutical reports a $5,743,000 net loss for fiscal
2005 compared to a $10,016,000 net income fiscal 2004.  The
Company's balance sheet showed $7,974,000 of assets at June 30,
2005, and liabilities totaling $16,194,000.  As of June 30, 2005,
Alliance had an accumulated deficit of $484.1 million.

                     Senior Note Purchase

In September 2004, the Company entered into a Senior Note Purchase
Agreement with certain investors pursuant to which it issued its
Senior Notes in the approximate principal amount of $10.7 million.

As of September 15, 2005, the Company owes the holders of the
Senior Notes approximately $11 million in principal and accrued
interest.  The Senior Notes mature in March 2006.  Management says
the Company does not have the resources to repay the Senior Notes.

                        Capitalization

From inception to June 30, 2005, Alliance Pharmaceutical had
received $243 million in net proceeds from sales of its equity
securities, $260.5 million in payments from collaboration
agreements and $74.3 million in debt financing of which $37.4
million of such debt has been converted into equity and $25.9
million of such debt has been retired through the restructuring of
various agreements and the issuance of warrants to purchase its
common stock.

                  About Alliance Pharmaceutical

Alliance Pharmaceutical -- http://www.allp.com/-- is a
pharmaceutical research and development company that is currently
focused on developing its lead product, OXYGENT(TM), an
intravascular oxygen carrier designed to augment oxygen delivery
in surgical patients.   It is a product development company with
no current revenue from product sales.  Its revenue is derived
primarily from collaborations with corporate partners, including
research and development, milestone and royalty payments.


ARLINGTON HOSPITALITY: Public Auction Set for Nov. 14
-----------------------------------------------------
Arlington Hospitality, Inc. (HOST.PK) obtained court approval for
the bidding guidelines and procedures for the Chapter 11 auction
sale of substantially all of the company's assets.

The U.S. Bankruptcy Court for the Northern District of Illinois
scheduled Nov. 14, 2005, at 11:00 a.m. Central Time as the date
and time for the auction to sell the company's assets to the
qualified bidder, or bidders, submitting the highest and best
acceptable and binding bid(s).  The sale approval hearing was set
for Nov. 17, 2005, at 9:30 a.m. Central Time.

As previously announced, Arlington Hospitality, Inc. has retained
Chanin Capital, L.L.C., an affiliate of Chanin Capital Partners,
to maximize the value of the company's assets for all stakeholders
by conducting an auction pursuant to section 363 of Chapter 11 of
the U.S. Bankruptcy Code.  Pursuant to the sale order entered
Oct. 12, 2005, "stalking horse" bids for the company are due by
Oct. 21, 2005.  The company may select a "stalking horse" from
bids submitted by that initial deadline and provide the "stalking
horse" bidder(s) with the protections of a break-up fee should the
bidder(s) not be successful at the auction.

The bid deadline to participate in the auction is Nov. 10, 2005.

The auction will be held on Nov. 14, 2005.

Parties interested in participating in the sale process as a
"stalking horse" or as a bidder at the final auction should
contact Richard Morgner, managing director and head of mergers &
acquisitions for Chanin, at (212) 758-2629 or via e-mail at
rmorgner@chanin.com or David MacGreevey, vice president for
Chanin, at (212) 758-2629 or via e-mail at dmacgreevey@chanin.com

A full-text copy of the Bidding Procedures Order is available for
free at http://ResearchArchives.com/t/s?258

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under leases
from PMC Commercial Trust.  Arlington Hospitality, Inc., serves as
a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin
Goldgar presiding.  Arlington Hospitality and additional debtor-
affiliates filed for chapter 11 protection on Aug. 31, 2005
(Bankr. N.D. Ill. Lead Case No. 05-34885).  Catherine L. Steege,
Esq., at Jenner & Block LLP, provides the Debtors with legal
advice and Chanin Capital LLC serves as the company's investment
banker.  As of March 31, 2005, Arlington Hospitality reported
$99 million in total assets and $94 million in total debts.


ASARCO INC: Fitch Downgrades Sr. Unsecured Debt Rating to D
-----------------------------------------------------------
Fitch Ratings has downgraded the long-term senior unsecured
corporate credit rating of Asarco Inc. from 'C' to 'D'.  The
company's notes due in 2013 and 2025 for face values of US$100
million and US$150 million, respectively, have also been
downgraded to 'D' from 'C.'

These rating actions are a result of the company's failure to make
interest payments due in October 2005 on its tax-exempt
obligations and the notes due in 2013.  Nonpayment was expected
after Asarco filed a voluntary petition in August 2005 for Chapter
11 reorganization under the United States Bankruptcy Court in
Corpus Christi, Texas.

Asarco's challenges include negotiating with state and federal
authorities over environmental liabilities, with plaintiffs filing
asbestos-related personal injury claims, as well as with the
company's own labor force which has been on strike since early
July 2005.  The company also has high production costs relative to
its peers within the copper industry.

Asarco is 100% owned by of Americas Mining Corporation, a direct
subsidiary of Grupo Mexico, S.A. de C.V.  The company's mining
operations are located in the United States and consist of three
open-pit copper mines, Ray, Mission and Silver Bell, in the state
of Arizona.  Asarco also operates a custom smelter in Hayden,
Arizona, a refinery in Amarillo, Texas, and two SX/EW plants.  In
2004, the company produced 155,000 tons of copper.


AURA SYSTEMS: Hires O'Connor and Kay as Tax Accountant
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
in Los Angeles gave Aura Systems, Inc., permission to retain
O'Connor and Kay, Inc., as its Tax Accountant, nunc pro tunc to
Aug. 23, 2005.

O'Connor and Kay will:

     a) Complete the preparation of the Debtor's federal, and
        California, Minnesota, and Missouri income tax returns for
        the fiscal years ended Feb. 28, 2005 and 2004;

     b) perform any bookkeeping necessary for the preparation of
        the fiscal 2005 and 2004 income tax returns;

     c) prepare all schedules and forms and other documents
        required in connection with the tax returns; and

     d) perform any other tax or accounting services as agreed to
        with the Debtor.

John A. Kay and John E. Connor, the Firm's principals, will be
primarily responsible for this engagement.

O'Connor and Kay will be receive a flat fee of $6,500 for work
performed on the 2004 income tax returns and $16,500 in connection
with the 2005 income tax returns.

The Debtor assures the Bankruptcy Court that O'Connor and Kay does
not hold any interest adverse to the Debtor's estate and is a
"disinterested person" as that term is defined in Section 10(14)
of the Bankruptcy Code.

O'Connor and Kay, Inc. -- http://okadvisors.com/-- offers
entrepreneurial and tax services.  The Firm assists clients in
areas such as shareholder agreements, buy-sell agreements,
operational cash flow issues, marketing alternatives, growth
management, business sales dissolutions and taxes.

Headquartered in El Segundo, California, Aura Systems, Inc.
-- http://www.aurasystems.com/-- develops and sells AuraGen(R)
mobile induction power systems to the industrial, commercial and
defense mobile power generation markets.  The Company filed for
chapter 11 protection on June 24, 2005 (Bankr. C.D. Calif. Case
No. 05-24550).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for bankruptcy, it reported $18,036,502 in
assets and $28,919,987 in debts.


AVNET INC: Amended Credit Facility Increases Loan to $500 Million
-----------------------------------------------------------------
Avnet Inc. (NYSE:AVT) amended and restated its existing credit
facility to both increase the size of the facility and extend the
term.  The amended and restated credit facility is a five-year
$500 million unsecured revolving credit facility with a
$50 million accordion feature, allowing Avnet to increase its
borrowing capacity to up to $550 million, subject to obtaining
commitments for the incremental capacity from existing or new
lenders.

The amendment and restatement extends the maturity date from
June 7, 2007, to Oct. 13, 2010, and also immediately increases
Avnet's borrowing capacity from $350 million to $500 million.

Bank of America, N.A., will act as administrative agent, swing
line lender and letter of credit issuer; Banc of America
Securities LLC acted as joint lead arranger and sole book manager;
ABN AMRO Inc. acted as joint lead arranger, and Credit Suisse
First Boston, the Bank of Nova Scotia and BNP Paribas acted as co-
documentation agents.  A total of 17 lenders participated in the
facility.

"We appreciate the continued commitment from our long-term banking
partners and are pleased to welcome new lenders into our bank
group," stated Raymond Sadowski, Avnet's chief financial officer.
"There was significant demand for participation in the facility
and this strong sponsorship demonstrates confidence by the
financial community in Avnet's future and its solid financial
condition."

Mr. Sadowski continued, "This new credit facility, the recent $250
million 6% Senior Notes offering, the recent increase in our
Accounts Receivable Securitization program to $450 million, and
the debt reductions accomplished over the last several years, have
significantly improved the company's balance sheet and
strengthened its liquidity.  As a result, Avnet is well positioned
to finance future growth."

Avnet Inc. -- http://www.avnet.com/-- enables success from the
center of the technology industry, providing cost-effective
services and solutions vital to a broad base of more than 100,000
customers and 300 suppliers.  The company markets, distributes and
adds value to a wide variety of electronic components, enterprise
computer products and embedded subsystems.  Through its premier
market position, Avnet brings a breadth and depth of capabilities
that help its trading partners accelerate growth and realize cost
efficiencies.  For fiscal year ended July 2, 2005, Avnet and Memec
(acquired by Avnet on July 5, 2005) generated combined revenue in
excess of $13 billion in the past year through sales in
approximately 70 countries.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 19, 2005,
Fitch Ratings has revised the Rating Outlook on Avnet, Inc., to
Positive from Stable.  The company's senior unsecured notes are
affirmed at 'BB', and Fitch has assigned a 'BB' rating to the
company's senior unsecured bank credit facility.  Fitch's action
affects approximately $1.2 billion of debt.

The change in the Rating Outlook reflects Avnet's continued
positive momentum in credit protection measures, driven primarily
by improved and more consistent operating performance over the
past two years and, to a lesser extent, debt reduction.  While
recognizing that Avnet's operating performance continues to lag
that of its direct competitor, Arrow Electronics, Inc., Fitch
believes Avnet's ongoing successful cost-restructuring activities
and increasing share of sales from its technology solutions
segment should lower future earnings volatility.

The Positive Rating Outlook also considers Avnet's recent
refinancing of $250 million of 8% senior notes due Nov. 15, 2006,
which the company will fund primarily with net proceeds from its
$250 million issuance of 6% senior notes due 2015.  Fitch believes
that meaningful debt reduction and the resultant further
improvement in credit metrics, as well as exhibiting greater
operational consistency through the semiconductor cycle, will
enable Avnet to maintain adjusted leverage below 4 times (x) and
could result in positive rating action.


BARBARA FIELDS: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Barbara S. Fields
        aka Barbara Sylvia Fields
        13 Village Green
        Port Chester, New York 10573

Bankruptcy Case No.: 05-25465

Type of Business: The Debtor is a retired schoolteacher.

Chapter 11 Petition Date: October 15, 2005

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Arlene Gordon Oliver, Esq.
                  Rattet & Pasternak, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, New York 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

Financial Condition as of October 14, 2005:

      Total Assets:   $531,400

      Total Debts:  $4,777,709

Debtor's 2 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   New York State Department                    $2,000
   Taxation and Finance
   W.A. Harriman Campus
   State Building A
   Albany, NY 12227

   Kohl's Department Store                        $375
   P.O. Box 293
   Milwaukee, WI 53201-2983


BOYDS COLLECTION: Files for Chapter 11 Protection in Maryland
-------------------------------------------------------------
The Boyds Collection, Ltd. (OTCBB:BOYD) and eight affiliates filed
for reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the U.S. Bankruptcy Court for the District of Maryland.  The
company said it is taking this action in an effort to restore its
financial stability and ensure its long-term success without any
disruption to the day-to-day operation of its business.

Boyds has received a commitment from D.E. Shaw Laminar Lending,
Inc., for up to $8 million in debtor-in-possession financing
which, upon bankruptcy court approval, will provide funding for
the company's ongoing operations.

"After considering all available options, we have concluded that
reorganization is the best course for Boyds," said Jan Murley,
Chief Executive Officer and Director.  "With the burden of our
debt leverage and weakness in several of our distribution
channels, Boyds' action will enable the company to realize the
strong potential of our premium quality brand and core
businesses."

"At present we are working cooperatively with our lenders and
holders of senior subordinated notes to develop a Reorganization
Plan, which will address outstanding issues and provide a roadmap
for the company's profitability.  We are negotiating the terms of
a restructuring plan with our secured lenders and intend to
continue these negotiations with other creditor constituencies in
the near term.  In the meantime, there are no short term liquidity
issues, and we are hopeful that once the Plan is filed and
accepted, we can exit from Chapter 11 quickly," added Mr. Murley.

Boyds' operations will not be impacted by the reorganization; it
will continue to conduct its business in the usual manner.  The
company said that it is asking for Bankruptcy Court approval to,
among other things continue payment of pre-petition and post-
petition wages, salaries, incentive plans, medical, disability,
severance, vacation and other benefits.  The company also said it
will pay vendors, suppliers and other business partners under
normal terms for goods and services they provide during the
reorganization process.

"The dedication and hard work of our employees is critical to our
success, and for that I thank them.  We appreciate the support our
vendors and customers have shown us in the past, and continue to
ensure that Boyds remains a viable and important partner to them.
We will continue to provide the high quality Boyds products for
which our loyal and passionate consumers have come to know us.
Our management team and I are committed to leading the company
through this difficult time and towards a brighter future," Jan
Murley concluded.

                        DIP Financing

D.E. Shaw Laminar Lending, Inc., has committed up to $8 million in
debtor-in-possession financing to the Debtors which, upon
bankruptcy court approval, will allow the Debtors to fund their
operations going forwards and give them more than sufficient
capital to pay all of their obligations including wages and
benefits.

Houlihan Lokey Howard & Zukin Capital, Inc., is the financial
advisory firm for The Boyds Collection and Kirkland & Ellis, LLP
is the legal counsel.

                          Waiver

As reported in the Troubled Company Reporter on Oct. 6, 2005,
Boyds entered into a waiver agreement in connection with the
Credit Agreement dated as of Feb. 23, 2005, as amended, with D.E.
Shaw Laminar Portfolios, L.L.C. and Bank of America, N.A., and
Bank of America, N.A., as initial L/C Issuer and administrative
agent.

D.E. Shaw Laminar Portfolios, L.L.C. became a Lender under the
Credit Agreement pursuant to assignment agreements.

The Company confirmed that events of default have occurred under
the Credit Agreement and are continuing, or will occur at some
time in the future as a result of the Company's inability to
comply with the financial covenants of the Credit Agreement.

                         Delisting

On Oct. 11, 2005, the New York Stock Exchange suspended the
trading of the Company's shares.  Boyds said it will not appeal
the decision of the NYSE and will explore the possibility of
listing its shares on another exchange.

Headquartered in McSherrystown, Pa., The Boyds Collection, Ltd. --
http://www.boydsstuff.com/-- designs and manufactures unique,
whimsical and "Folksy with Attitude(SM)" gifts and collectibles,
known for their high quality and affordable pricing.  The Company
filed for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead
Case No. 05-43793).  Matthew A. Prohac Cantor, Esq., at Kirkland
Ellis LLP, represents the Debtors in their restructuring efforts.
As of June 30, 2005, Boyds reported $66.9 million in total assets
and $101.7 million in total debts.


BOYDS COLLECTION: Case Summary & 44 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: The Boyds Collection, Ltd.
             350 South Street
             McSherrystown, Pennsylvania 17344

Bankruptcy Case No.: 05-43793

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      The Boyds Collection, Ltd., LP             05-43805
      Boyds Operations Inc.                      05-43816
      The Boyds Collection - Pigeon Forge, LLC   05-43824
      The Boyds Collection - Myrtle Beach, LLC   05-43833
      The Boyds Collection - Branson, LLC        05-43838
      J&T Designs and Imaginations Inc.          05-43848
      HC Accents & Associates, Inc.              05-43857
      Boyds Bear and Company, LP                 05-43863

Type of Business: The Debtor designs and manufactures unique,
                  whimsical and "Folksy with Attitude(SM)"
                  gifts and collectibles, known for their high
                  quality and affordable pricing.  See
                  http://www.boydsstuff.com/

Chapter 11 Petition Date: October 16, 2005

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtors' Counsel: Matthew A. Prohac Cantor, Esq.
                  Kirkland & Ellis LLP
                  Citigroup Center
                  153 East 53rd Street
                  New York, New York 10022-4611
                  Tel: (212) 446-4800

Financial Condition of The Boyds Collection, Ltd. as of
June 30, 2005:


      Total Assets: $66,900,000

      Total Debts:  $101,700,000


                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
The Boyds Collection, Ltd.,   More than          More than
LP                            $100 Million       $100 Million

Boyds Operations Inc.         $1 Million to      $50 Million to
                              $10 Million        $100 Million

The Boyds Collection -        $10 Million to     $50 Million to
Pigeon Forge, LLC             $50 Million        $100 Million

The Boyds Collection -        $1 Million to      $50 Million to
Myrtle Beach, LLC             $10 Million        $100 Million

The Boyds Collection -        $100,000 to        $50 Million to
Branson, LLC                  $500,000           $100 Million

J&T Designs and Imaginations  Less than $50,000  $50 Million to
Inc.                                             $100 Million

HC Accents & Associates,      Less than $50,000  $50 Million to
Inc.                                             $100 Million

Boyds Bear and Company, LP    Less than $50,000  $50 Million to
                                                 $100 Million

A. The Boyds Collection, Ltd.'s Largest Unsecured Creditor:

   Entity                                      Claim Amount
   ------                                      ------------
   Bank of New York                             $34,392,000
   101 Barclay Street, Floor 21 West
   Attn: Corp. Trust Admin., Boyds
   New York, NY 10286

B. The Boyds Collection, Ltd., LP's 20 Largest Unsecured
   Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   United Parcel Service                           $389,938
   P.O. Box 7247-0244
   Philadelphia, PA 19170-0001

   Taiwan Merchants                                $229,938
   140-42 Austin Road, Tsim Sha Tsui
   Kowloo, Hong Kong

   Capital Blue Cross                              $165,546
   P.O. Box 779516
   Harrisburg, PA 17177-9516

   Hanover Terminal, Inc.                           $97,270

   AFC Worldwide Express                            $96,211

   C.I.T. Group/Commercial Services Inc.            $76,681

   UPS Canada Ltd.                                  $58,087

   Pelican Bay, Ltd.                                $53,540

   Containerport Group, Inc.                        $53,088

   Banta Direct Marketing Group                     $50,490

   PA Department of Community                       $50,000

   Packaging Corp. of America                       $46,822

   Merchandise Testing Lab, Ltd.                    $43,433

   Grossman Law Offices                             $42,471

   Kuehne & Nagel, Inc.                             $40,266

   AmericaSmart Real Estate LLC                     $40,059

   All-Size Corrugated Products                     $37,642

   Small Small World Enterprises                    $35,404

   H.G. Rotz Associates Inc.                        $31,918

   The Lamar Companies                              $28,900



C. The Boyds Collection - Pigeon Forge, LLC's 20 Largest Unsecured
   Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Sysco Food Services                              $55,212
   Robert Orr-Sysco
   P.O. Box 305138
   Nashville, TN 37230

   Dolly, Inc.                                      $22,238
   P.O. Box 931174
   Cleveland, OH 44193

   J.B. Hunt Transport, Inc.                        $20,692
   File 98545
   P.O. Box 1067
   Charlotte, NC 28201-1067

   Alpha Marketing Resources LLC                    $19,920

   Knoxville News - Sentinel Co.                    $19,794

   Oki Wear Inc.                                    $18,879

   Sevier County Electric System                    $13,895

   Sunny Day Guide                                  $12,409

   Best Real Guide                                  $12,060

   Thinkmedia                                       $10,800

   Calico Cottage Inc.                               $8,134

   Effern Direct Incorporated                        $8,108

   Cintas Corporation #407                           $6,389

   The Tennessean                                    $3,844

   Sevier County Utility District                    $3,675

   Brochure Distribution Services                    $3,613

   Shoreline Creations Ltd.                          $3,562

   The Herald Newspaper                              $3,278

   Kelsan, Inc.                                      $3,273

   Admobile of Knoxville                             $3,250


D. The Boyds Collection - Myrtle Beach, LLC's 3 Largest Unsecured
   Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Kinsley Construction Inc.                       $159,794
   2700 Water Street
   P.O. Box 2886
   York, PA 17405

   Lumpkin Oxner & Stacy PA                            $820
   90 Wall Street
   Pawsley Island, SC 29585

   John. F. Freet, Jr.                                 $240
   2268 Sutton Road
   York, PA 17403


CANYON STATE: Case Summary & 39 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Canyon State Courier, Inc.
             4110 East Wood Street, Suite 50
             Phoenix, Arizona 85036-0866

Bankruptcy Case No.: 05-25399

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Pro Courier, Inc.                          05-25524

Type of Business: The Debtor operates a courier service.
                  Canyon State operates routes within the
                  Phoenix Metro area, Tucson Metro area, Greater
                  Las Vegas Metro area, and the Albuquerque
                  Metro area.  Canyon State's long distance
                  routes run to various locations throughout the
                  States of Arizona, Nevada and New Mexico.

Chapter 11 Petition Date: October 14, 2005

Court: District of Arizona (Phoenix)

Debtors' Counsel: Jeffrey A. McKee, Esq.
                  Davis McKee & Forshey, P.C.
                  1650 North First Avenue
                  Phoenix, Arizona 85003-1124
                  Tel: (602) 266-7667
                  Fax: (602) 277-9839

                                Total Assets     Total Debts
                                ------------     -----------
Canyon State Courier, Inc.          $453          $2,652,472

Pro Courier, Inc.                   $192             $65,732

A. Canyon State Courier, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Scully Transportation                                   $346,297
Services, Inc.
P.O. Box 51858
Los Angeles, CA 90051-6158

Cocchia, William D.           Loan                      $342,684
6041 E Freiss
Scottsdale, AZ

Department of Treasury        Payroll taxes             $150,469
Internal Revenue Service
Ogden, UT 84201-0039

BeavEx                                                  $150,000

IntelliQuick Delivery                                   $150,000

Terbest, Troy                                           $150,000

Contractor Management                                   $141,705

M-7 Investment Company                                  $101,884

Cocchia, Timothy L.           Loans                      $98,700

Cocchia, Williams D.          Accrued wages              $56,085

Scully Distribution                                      $52,362

Bank of America, N.A.                                    $50,000

Cocchia, George               Loan                       $50,000

RAC Industries, Inc.                                     $41,404

CFC Network, Inc.                                        $39,496

State Compensation                                       $37,541

Gardner, Dan                                             $30,000

AmeriFlight                                              $29,519

Dex Media West                                           $29,488

TRL Solutions, Inc.                                      $24,900


B. Pro Courier, Inc.'s 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Cocchia, Timothy L.                                      $40,000
6041 E. Friess
Scottsdale, AZ 85254

Cocchia, William D.                                       $7,098
6041 E. Friess
Scottsdale, AZ 85254

Dex Media West                                            $6,015
P.O. Box 79167
Phoenix, AZ 85062-9167

Qwest Communications                                      $2,815

CXT Sotfware                                              $1,971

Dex Media West                                            $1,723

Lawrence, Robert V.                                         $846

Nee, Robert                                                 $846

Department of Treasury        941                           $803
Internal Revenue Service

Unifirst Corporation                                        $661

Curosh & Williams, Ltd                                      $559

Department of Treasury        941                           $530
Internal Revenue Service

Melissa Data                                                $483

Arizona Republic Customer                                   $452
Accounting Services

Sprint                                                      $310

Aqua Chill, Inc. #4                                         $227

United Parcel Service                                       $173

Greenway Forms & Systems                                    $156

Far West Communications                                      $65


CAPE HAZE: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Cape Haze Windward Partners, Inc.
        10035 Link Lane
        Cape Haze, Florida 33947

Bankruptcy Case No.: 05-28339

Type of Business: The Debtor is a land developer. The Debtor
                  also builds and sells condominiums and
                  townhouses on the gulf coast of Florida.

Chapter 11 Petition Date: October 15, 2005

Court: Middle District of Florida (Fort Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Herbert R. Donica, Esq.
                  Donica Law Firm PA
                  106 South Tampania Avenue #250
                  Tampa, Florida 33609
                  Tel: (813) 878-9790
                  Fax: (813) 878-9746

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Daniel A. Lane, CPA                                      $60,000
4166 Tamiami Trail
Port Charlotte, FL 33952

Charlotte Cnty Tax Collector                             $37,500
18500 Murdocl Circle
Port Charlotte, FL 33948-1075

Diez & Floyd, P.A.                                       $20,000
737 South Indiana Avenue
Englewood, FL 34233

GMAC                          2002 Chevrolet             $18,200
                              Trailblazer
                              Value of security:
                              $16,000

Bacon's Furniture                                        $14,337

Alert Fire Sprinklers, Inc.                               $9,985

City Electric Supply Co.                                  $5,506

Cast Systems, LLC                                         $2,642

Coastal Constr. Products Inc                              $1,687

Breeze News                                                 $880

Affordable Concrete Plumbing                                $866

Archer Janitorial & Paper                                   $117


CAPITOL ROOFING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: Capitol Roofing Contractors, Inc.
             709 Barrett Street
             Springfield, Illinois 92703

Bankruptcy Case No.: 05-77291

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      CRCO, Inc.                                 05-77307
      Robert E. Sidener                          05-77272

Type of Business: The Debtor is a roofing contractor.

Chapter 11 Petition Date: October 14, 2005

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtors' Counsel: James R. Enlow, Esq.
                  Scott & Scott, P.C.
                  611 East Monroe Street #200
                  Springfield, Illinois 62701
                  Tel: (217) 753-8200

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Capitol Roofing Contractors,  $1 Million to      $1 Million to
Inc.                          $10 Million        $10 Million

CRCO, Inc.                    $100,000 to        $1 Million to
                              $500,000           $10 Million

Robert E. Sidener             $500,000 to        $1 Million to
                              $1 Million         $10 Million

The Debtors did not file list of their 20 Largest Unsecured
Creditors.


CETROM INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Cetrom, Inc.
        f/k/a Cetrom Consulting Engineering Services, Inc.
        818 West Diamond Avenue, Suite 300
        Gaithersburg, Maryland 20878

Bankruptcy Case No.: 05-39891

Type of Business: The Debtor is a full service architecture,
                  engineering and construction firm.  See
                  http://www.cetrom.com/

Chapter 11 Petition Date: October 14, 2005

Court: District of Maryland (Greenbelt)

Judge: Nancy V. Alquist

Debtor's Counsel: Christopher L. Rogan, Esq.
                  Wickwire Gavin
                  8100 Boone Boulevard, Suite 700
                  Vienna, Virginia 22182
                  Tel: (703) 790-8750

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
L.H. Cranston, Inc.           Trade debt                $412,005
1965 Greenspring Drive
Lutherville Timonium, MD
21093

Facchina Construction         Trade debt                $273,356
508 McCormick Drive, Suite K
Glen Burnie, MD 21061

Durable Steel                 Trade debt                $265,438
P.O. Box 403
Monkton, MD 21111

View Engineer (fka Chester)   Trade debt                $230,300

Pavex Incorporated            Trade debt                $147,523

Management Solutions Inc.     Teaming agreement         $100,000

The Keystone Group            Trade debt                 $67,149

Harland Shoemaker             Trade debt                 $55,363

Holbert Apple Associates      Trade debt                 $53,255

Byron S. Waggoner Const.      Trade debt                 $48,824

Retro Environmental           Trade debt                 $45,776

Rasmussen Construction        Trade debt                 $41,684

Tech Roofing Systems          Trade debt                 $39,933

Gretchen Ludgate              Bonus                      $39,602

Oudens & Knoop Architects     Trade debt                 $38,575

Best Access Systems           Trade debt                 $38,165

Warner Construction           Trade debt                 $37,000

Henry J. Knott Masonry        Trade debt                 $30,071

Steel Products                Trade debt                 $27,195

Phoenix Fire Protection       Trade debt                 $26,550


CHRISTOPHER MAHER: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Christopher X. Maher
        105 Gleneida Avenue
        Carmel, New York 10512

Bankruptcy Case No.: 05-39169

Chapter 11 Petition Date: October 15, 2005

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Lewis D. Wrobel, Esq.
                  12 Raymond Avenue
                  Poughkeepsie, New York 12603
                  Tel: (845) 473-5411
                  Fax: (845) 473-3430

Estimated Assets: Not Provided

Estimated Debts:  $10 Million to $50 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Maria Salvemini                         $20,000,000
   Successor Administratrix
   Estate of Cosmo Salvemini
   c/o Michael Wiseberg, Esq.
   345 Route 17 South
   Upper Saddle River, NJ 07458

   Vincenzo Lopes                          $20,000,000
   93-20 Albert Road
   Ozone Park, NY 11417

   Dolly Maass                                $125,000
   4408 Theall Road
   Rye, NY 10580

   Internal Revenue Service                    $87,000
   Attn: Special Procedures
   P.O. Box 266 Room 309
   Buffalo, NY 14201

   John P. Keegan, Esq.                        $40,000
   81 Main Street
   White Plains, NY 10601

   ISAC                                        $15,000
   1755 Lake Cook Road
   Attn: President
   Deerfield, IL 60015

   Card Processing                              $4,000
   P.O. Box 5811
   Attn: President
   Hicksville, NY 11802

   Citibank                                     $2,200
   P.O. Box 6500
   Attn: President
   Sioux Falls, SD 57117


CHRISTOPHER TODINO: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Christopher Todino
        1533 Robertson Place
        Bronx, New York 10465

Bankruptcy Case No.: 05-47103

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Scott S. Markowitz, Esq.
                  Todtman, Nachamie, Spizz & Johns, P.C.
                  425 Park Avenue, 5th Floor
                  New York, New York 10022
                  Tel: (212) 754-9400
                  Fax: (212) 754-6262

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A list of the Debtor's 20 Largest Unsecured Creditors was not
available at press time.


CINRAM INTERNATIONAL: Amaranth Entities Holds 14.8% Equity Stake
----------------------------------------------------------------
Amaranth LLC has purchased 190,000 common shares of Cinram
International Inc. at a price of $24.50 per share.  In addition,
Amaranth Global Equities Master Fund Limited purchased 10,000
common shares of Cinram at the same price.

Following settlement of these trades, Amaranth will own 7,954,800
Cinram common shares, representing approximately 13.9% of the
outstanding common shares, and AGEMF will own 492,900 Cinram
common shares, representing approximately 0.9% of the outstanding
common shares.  Collectively, Amaranth and AGEMF own 8,447,700
common shares, representing approximately 14.8% of the outstanding
common shares of Cinram.

Amaranth holds the securities of Cinram for investment purposes
only, with a view to maximizing the value of its investment.
Amaranth may from time to time, subject to market conditions and
other relevant factors, make additional investments in or
dispositions of securities of Cinram in the future, including
additional purchases of shares.

The Company's shares trade at Toronto Stock Exchange under the
symbol "CRW.TO".  The Company's shares trade between $24.60 and
$25.08 this month.

                         About Amaranth

Amaranth LLC is a private investment fund founded in 2000.
Amaranth Global Equities Master Fund Limited is a private
investment fund founded in 2003.  Both Amaranth and AGEMF's
investors include sophisticated institutions and high net worth
individuals.  Amaranth and AGEMF each invest on a global basis,
both with a view to identifying and capturing disparities between
value and price in financial markets worldwide.

Amaranth Advisors (Canada) ULC acts as investment manager in
Canada in respect of all Cinram securities owned by Amaranth and
AGEMF.

                          About Cinram

Cinram International provides DVDs, CDs, and other products for
movie studios, music labels, publishers, and software firms in
North America and Europe.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 15, 2005,
Standard & Poor's Ratings Services revised its outlook on Cinram
International Inc. to negative from stable.  At the same time,
Standard & Poor's affirmed its 'BB' long-term corporate credit and
bank loan ratings on Cinram.


CITYSCAPE HOME: Fitch Puts Low-B Ratings on Three Cert. Classes
---------------------------------------------------------------
Fitch Ratings takes rating action on these Cityscape Home Equity
Loan Trust home equity loan pass-through certificates:

   Cityscape 1997-B Group I:

     -- Class A-7 affirmed at 'AAA';
     -- Class M1-F affirmed at 'AA';
     -- Class M2-F downgraded to 'BBB' from 'A';
     -- Class B1-F downgraded to 'BB' from 'BBB'.

   Cityscape 1997-B Group II:

     -- Class M2-A affirmed at 'AA';
     -- Class B1-A downgraded to 'C' from 'BBB'.

   Cityscape 1997-C Group I:

     -- Class A-4 affirmed at 'AAA';
     -- Class M1-F affirmed at 'AA';
     -- Class M2-F affirmed at 'BBB';
     -- Class B1-F downgraded to 'C' from 'CCC'.

   Cityscape 1997-C Group II:

     -- Class M1-A affirmed at 'AA';
     -- Class M2-A affirmed at 'A';
     -- Class B1-A affirmed at 'BBB'.

The affirmations affect approximately $14.1 million in outstanding
principal, while the downgrades affect $2.6 million.  The
underlying collateral for these transactions consist of mix of
fixed- and adjustable-rate sub-prime mortgages.

It is important to note that all the pools have less than 10% of
their original principal remaining.  Pools with low balance can
exhibit higher volatility concerning defaults and liquidations.

The downgrades to series 1997-B are due to elevated levels of
losses and a forecast of continued poor collateral performance.
In both groups, the overcollateralization is not at target and
over 60% of both pools are more than 60 days delinquent.
Additionally, class B-1A has suffered a reduction in the
certificate's principal balance due to realized losses.

The OC of the fixed-rate portion of series 1997-C is also below
its specified level and the level of loans more than 60 days
delinquent is over 30%.  Class B-1F has experienced a principal
writedown.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch web site
at http://www.fitchratings.com/


COLONIAL EXETER: Court Dismisses Chapter 11 Case
------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona dismissed
the chapter 11 proceeding of Colonial Exeter, LLC, at the Debtor's
behest.

The Debtor explained that:

    (1) there is no pending motion to convert the case to a
        chapter 7 liquidation;

    (2) on Jan. 13, 2005, the Court lifted the automatic stay
        allowing a lender to take action against a real property
        which was the Debtor's only asset;

    (3) most of the debts were secured by the assets subject to
        the real property; and

    (4) moving forward with a disclosure statement and plan is
        moot.

The Debtor also assured the Court that as a condition to its
case's dismissal, it will pay any fees owed to the U.S. Trustee.

Headquartered in Phoenix, Arizona, Colonial Exeter filed for
chapter 11 protection on August 17, 2004 (Bankr. Ariz. Case No.
04-14545).  Dennis J. Wortman, Esq., represents the Debtor.  When
the Debtor filed for protection from its creditors, it listed
estimated assets and debts of $10 million to $50 million.


COMM SOUTH: Chapter 7 Trustee Can Enter Into Replacement ICAs
-------------------------------------------------------------
Marla C. Reynolds, the chapter 7 Trustee appointed in Comm South
Companies, Inc., and its debtor-affiliates' liquidation
proceedings, sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, to enter into Replacement Interconnection Agreements
with SBC Texas, SBC Missouri and SBC Kansas.

The Court authorized Ms. Reynolds to enter into:

   (1) the CLEC Joint Petitioners ICA in Texas;
   (2) the Prairie Stream ICA in Kansas; and
   (3) the XO Communications ICA in Missouri.

The Trustee is in the process of transferring the Debtors'
customers to Davel Communications, Inc., and dPi Teleconnect,
Inc., pursuant to bankruptcy court orders.  Ms. Reynolds told the
Court that she needed to enter into a replacement ICA to maintain
interconnection services for the Debtors' customers in Texas,
Kansas and Missouri, since it is anticipated that the transfer
won't be completed by the ICAs' expiration dates.

The Texas and Kansas ICAs prohibited an extension of the agreement
from the Sept. 26, 2005 expiration date.  The Missouri ICA, on the
other hand, has already expired, but is currently the subject of
an injunction entered by the U.S. District Court for the Eastern
District of Missouri and additional orders, which require SBC
Missouri to continue to provide interconnection services to
competitive local exchange carriers (CLECs) until further Court
order.

                     Successor ICAs

Ms. Reynolds has elected to enter into the CLEC Joint Petitioners
ICA in Texas since dPi has elected to be a party to the Joint
Petitioners ICA.  The Trustee believes that is in the best
interests of the Debtors' customers, dPi, and the creditors to be
governed by the same agreement in Texas.

The Trustee has chosen the default ICA for Kansas, which SBC has
designated as the Prairie Stream ICA.  Although neither dPi nor
Davel selected the Praire Stream, Ms. Reynolds said the agreement
contains the same 60-day termination provision and the same
limitation on liabilities contained in the Texas agreements.
Davel has elected the Navigator ICA for Kansas, but that agreement
is only terminable upon default by SBC after a 45-day cure period,
along with additional terms, which might create liability to the
Debtors' estate.  In addition, dPi has elected to enter into the
13 State Local Wholesale Commercial Agreement, which, Ms. Reynolds
said, is believed to be a private agreement not governed by any
regulatory agency in Kansas.  Ms. Reynolds related that it is not
suitable for the Trustee's purpose in transferring the remaining
residential customers to dPi in Kansas.  Thus, the Prairie Stream
ICA is the best option available, the Trustee noted.

Ms. Reynolds has chosen the XO Communications ICA over the Sprint
ICA for Missouri, following Davel's election to be a party of the
agreement.

The Trustee does not anticipate any additional administrative
costs or penalties will result from these agreements other than
those normal costs associated with interconnection services.  The
interconnection services, she disclosed, are necessary to complete
the transition of the Debtors' customer accounts to Davel, dPi, or
other carrier, and therefore is in the best interests of the
Debtors' estates to enter these agreements.

Headquartered in Dallas, Texas, Comm South Companies, Inc., is a
telecommunications company providing local and long distance
telephone service for both residential and commercial users.  The
Company and its debtor-affiliates filed for chapter 11 protection
on September 19, 2003 (Bankr. N.D. Tex. Case No. 03-39496).
Terrance Ponsford, Esq., at Sheppard Mullin Richter and Hampton,
LLP, represents the Debtors.  When the Company filed for
protection from its creditors, it estimated assets of $1 million
to &10 million and debts of $50 million to $100 million.  Marla C.
Reynolds is the chapter 11 Trustee for the Debtors.


CONMED CORP: Expects Third Quarter Earnings at $7.5M to $7.7M
-------------------------------------------------------------
CONMED Corporation (Nasdaq: CNMD) reported that sales for
the third quarter of 2005 are expected to be approximately
$150 million, an increase of 13% over the third quarter of 2004.
This is below the Company's previously announced third quarter
estimate of $153 to $156 million.  As a consequence, management
believes that the third quarter Non-GAAP net income and diluted
earnings per share, which exclude previously disclosed transition
charges for the Endoscopic Technologies acquisition, will
approximate $9.3 to $9.6 million and $0.31 to $0.32.  GAAP net
income and diluted earnings per share are expected to be $7.5 to
$7.7 million and $0.25 to $0.26.  The Company anticipates release
of final third quarter results on October 25, 2005.

"While the third quarter sales tend to be our weakest due to the
seasonal nature of elective surgeries, our reports from the field
suggest that this quarter was especially weak.  We are aware of
anecdotal information that elective surgeries in many geographic
regions of the United States have been less in the summer of 2005
than the previous summer.  Further, sales of capital equipment
have been slowed as hospital customers appear to be taking longer
to conclude the buying process.  Outside the United States, we are
pleased with our continued international momentum," said Joseph J.
Corasanti, President and Chief Operating Officer.

The Company's overall sales increase for the quarter ending
September 30, 2005 is primarily due to the effects of the
Endoscopic Technologies acquisition completed in 2004.  Excluding
the sales derived from the acquisition, single-use product sales
in the United States generally had flat growth, while certain
capital products such as video systems experienced a decline
compared to the third quarter of 2004 due to a difficult
comparison with a particularly strong quarter in the prior year.
While year-to-date sales growth for the Arthroscopy and Powered
Surgical Instruments product lines of 5.9% and 5.0% approached the
Company's internal growth targets, sales in these product lines
were flat in the third quarter of 2005 as compared to 2004.  Sales
of products outside of the United States generally met the
Company's expectations with organic growth of 11% (excluding the
effects of the Endoscopic Technologies acquisition and foreign
currency exchange changes) over the third quarter of 2004.

From a cost standpoint, CONMED continues to experience significant
rising raw material pricing on petroleum based plastics and
increased distribution costs.  This has caused the profit margin
to decline on many of our products.  Also, legal expense related
to the Company's antitrust lawsuit against a competitor is
increasing.

The Company anticipates that slower growing surgical procedure
trends and the longer closing process for capital equipment
experienced in the third quarter of 2005 will continue throughout
the remainder of the year.  Therefore, management projects limited
fourth quarter domestic sales growth coupled with solid
international sales improvement of approximately 11%.  This growth
mix, as well as higher petroleum based plastic raw materials and
litigation costs, are expected to result in estimated sales of
$163 to $166 million and Non-GAAP diluted earnings per share of
$0.36- $0.40.


Looking ahead to 2006, CONMED believes that a number of factors
will have a positive effect on the Company's growth rate,
including the anticipated new product pipe-line, improved sales-
force performance, and return to normal elective procedure rates.
The Company expects that with these underlying factors, CONMED
will achieve top-line organic growth of approximately 6% for 2006
over 2005, an improvement from the expected 4% organic growth in
2005.  It is the Company's intention to provide net income and
earnings per share guidance for 2006 in the near future once raw
material costs and litigation expenses associated with our
antitrust lawsuit against a competitor are better known for the
next year.

Mr. Corasanti concluded, "While we are disappointed that our
anticipated results for 2005 do not meet our original
expectations, we have accomplished much in the last nine months
and remain optimistic about our business prospects in 2006.  With
respect to the Endoscopic Technologies product line, we are well
on our way to completing the manufacturing transition.  We remain
pleased with our ability to reduce our debt levels continuously
with cash generated each quarter.  Lastly, we believe that the
number of recently released products and the additional products
scheduled to be released in the coming months will help fuel our
future growth."

CONMED expects that the final results for the third quarter of
2005 will be made available on Tuesday, October 25, 2005, before
the market opens.  It will also broadcast a conference call to
further discuss the results and projections live over the Internet
on the same date at 10:00 a.m. Eastern Time.  This broadcast can
be accessed from CONMED's web site at http://www.conmed.com/
Replays of the call will be made available through November 1,
2005.

Conmed Corp. -- http://www.conmed.com/-- is a medical technology
company with an emphasis on surgical devices and equipment for
minimally invasive procedures and monitoring.  The Company's
products serve the clinical areas of arthroscopy, powered surgical
instruments, electrosurgery, cardiac monitoring disposables,
endosurgery and endoscopic technologies.  They are used by
surgeons and physicians in a variety of specialties including
orthopedics, general surgery, gynecology, neurosurgery, and
gastroenterology.  Headquartered in Utica, New York, the Company's
2,800 employees distribute its products worldwide from eleven
manufacturing locations.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2004,
Moody's Investors Service assigned a rating of B2 for ConMed
Corporation's $150 million senior subordinated convertible notes,
due 2024.  Moody's also affirmed ConMed's existing ratings.  The
ratings outlook remains stable.

Moody's took these rating actions:

     (i) assign a B2 rating on ConMed's $150 million senior
         subordinated convertible notes, due 2024

    (ii) affirm the Ba3 rating on ConMed's $240 million guaranteed
         senior secured credit facility consisting of a
         $100 million revolving credit facility, due 2007, and a
         $140 million Term Loan B, due in 2009;

   (iii) affirm ConMed's Senior Implied Rating of Ba3;

    (iv) affirm ConMed's Senior Unsecured (non-guaranteed
         exposure) Issuer Rating of B1; and

     (v) affirm a stable ratings outlook.


COUNTRYWIDE HOME: Fitch Holds Low-B Rating on 27 Cert. Classes
--------------------------------------------------------------
Fitch Ratings has upgraded 3 and affirmed 81 classes from CWMBS --
Countrywide Home Loans, Inc. residential mortgage-backed
certificates:

   CWMBS series 2002-22

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AAA';
     -- Class B1 upgraded to 'AA' from 'A+';
     -- Class B2 upgraded to 'A' from 'BBB+'
     -- Class B3 upgraded to 'BBB' from 'BB+';
     -- Class B4 affirmed at 'B'.

   CWMBS series 2003-4

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   CWMBS series 2003-7

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   CWMBS series 2003-14

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   CWMBS series 2003-18

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   CWMBS series 2003-24

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   CWMBS series 2003-26

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   CWMBS series 2003-28

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   CWMBS series 2003-29

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   CWMBS series 2003-34

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   CWMBS series 2003-39

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   CWMBS series 2003-44

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   CWMBS series 2003-50

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   CWMBS series 2003-57

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

The affirmations on the above classes reflect adequate
relationships of credit enhancement to future loss expectations
and affect approximately $3.74 billion of certificates.

The upgrades of series 2002-22 reflect an improvement in the
relationship of CE to future loss expectations and affect $7.22
million of certificates.  Currently, the classes B-1, B-2, and B-3
are benefiting from 7.30%, 4.29%, and 2.78% CE -- originally 1%,
0.60%, and 0.40% -- in the form of subordination.

The above deals have pool factors -- i.e. current mortgage loans
outstanding as a percentage of the initial pool -- ranging from
13% to 72%.

The underlying collateral for all the transactions consists of
conventional, fully amortizing 15- to 30-year fixed-rate mortgage
loans secured by first liens on one- to four-family residential
properties. The mortgage loans are master serviced by Countrywide
Home Loans, Inc., which is rated 'RMS2+.

Further information regarding delinquencies, losses and credit
enhancement is available on the Fitch Ratings web site at
http://www.fitchratings.com/.


CYBERCARE INC: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: CyberCare, Inc.
             f/k/a Cyber-Care, Inc.
             f/k/a Medical Industries of America, Inc.
             3110 Flakenberg Road
             Tampa, Florida 33619-0950

Bankruptcy Case No.: 05-27268

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      CyberCare Technologies, Inc.               05-27331

Type of Business: The Debtor is a holding company that
                  owns service businesses, including a physical
                  therapy and rehabilitation business, a pharmacy
                  business and a healthcare technology solutions
                  business.

                  American Enterprise Solutions, Inc. (n/k/a
                  Cast-Crete Corporation) is a creditor and
                  proposed plan proponent for the Debtors.
                  The transactions contemplated in CyberCare's
                  chapter 11 case will be in furtherance of
                  American Enterprise's confirmed chapter 11
                  plan.

                  American Enterprise filed for chapter 11
                  protection on Mar. 28, 2001 (Bankr. M.D. Fla.
                  Case No. 01-05371) (Williamson, J.).

Chapter 11 Petition Date: October 14, 2005

Court: Middle District of Florida (Tampa)

Debtors' Counsel: Scott A. Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, Florida 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
CyberCare, Inc.              $500,000 to         $50 Million to
                             $1 Million          $100 Million

CyberCare Technologies, Inc. $100,000 to         $50 Million to
                             $500,000            $100 Million


A. CyberCare, Inc.'s 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Health Hero Network                                   $3,388,750
2570 West El Camino Real
Suite 111
Mountain View, CA 94040

Cast-Crete Corporation        Loan                    $1,161,400
P.O. Box 24567
Tampa, FL 33623

Amerisource, Bergen                                     $472,532
Brunswick
2100 Director's Row
Orlando, FL 32809

Ernst & Young                                           $252,900
250 South Australian Avenue
Suite 900
West Palm Beach, FL 33401

Hartford Fire Insurance                                 $182,582

Equileap, Inc.                                          $182,540

Broad and Cassel                                        $147,666

Mintz & Fraade                                          $123,422

Adorno & Yoss                                            $68,531

AFLAC                                                    $27,300


B. CyberCare Technologies, Inc.'s 6 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
CyberCare, Inc.                                      $50,570,409
3110 Falkenberg Road
Tampa, FL 3361-90950

Georgia Institute of Technology GTRC/MCG              $2,011,115
Atlanta, GA 30332

MCI Telecommunications                                  $172,244
34 Peachtree Street Northwest
Atlanta, GA 30303

GE Commercial Finance                                   $127,490
124 Broad Street
Stanford, CT

Business Management                                      $79,920
Searflow, Sweden

Magpies Pytron                                           $37,100
Washington Ltd.


DELPHI FURUKAWA: Case Summary & 50 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Delphi Furukawa Wiring Systems LLC
             5725 Delphi Drive
             Troy, Michigan 48098-2815

Bankruptcy Case No.: 05-47452

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Delphi Receivables LLC                     05-47459
      MobileAria, Inc.                           05-47474

Type of Business: The Debtors are affiliates of Delphi
                  Corporation, which filed for chapter 11
                  protection on Oct. 8, 2005 (Bankr. S.D.N.Y.
                  Lead Case No. 05-44481).

Chapter 11 Petition Date: October 14, 2005

Court: Southern District of New York (Manhattan)

Debtors' Counsel: John Wm. Butler, Jr.
                  Skadden Arps Slate Meagher & Flom
                  333 West Wacker Drive
                  Chicago, Illinois 60606-1285
                  Tel: (312) 407-0730
                  Fax: (312) 407-0411

                          Estimated Assets    Estimated Debts
                          ----------------    ---------------
Delphi Furukawa Wiring    $500,000 to         Less than $50,000
Systems LLC               $1 Million

Delphi Receivables LLC    Less than $50,000   Less than $50,000

MobileAria, Inc.          $1 Million to       $10 Million to
                          $10 Million         $50 Million

Consolidated List of Debtors' 50 Largest Unsecured Creditors:

                                     Nature of
   Entity                            Claim         Claim Amount
   ------                            ---------     ------------
General Motors Corporation
300 Renaissance Center
P.O. Box 300
Detroit, MI 48265-3000
Tel: 313-665-4898 (Legal)            Trade
Tel: 313-556-5000 (Main)             Warranty
Fax: 517-272-3709                    and
Attn: Attn: John Devine, CFO         Other              Unknown

International Union of
Electronic, Electrical,
Salaried, Machine and
Furniture Workers -
Communications Workers of
America
501 3rd Street N.W., 6th Floor
Washington, D.C. 20001
Tel: 202-434-1156                    Wages
Fax: 202-434-1343                    and
Attn: James D. Clark,                Benefits           Unknown

Pension Benefit Guaranty Corp.
1200 K Street, N.W.
Washington, D.C. 20005
Tel: 202-326-4020
Fax: 202-326-4112
AttnL Jeffrey Cohen,                 Pension
Chief Counsel                        Guaranty           Unknown

United Auto Workers
8000 E. Jefferson
Detroit, MI 48214
Tel: 313-926-5000
Fax: 313-823-6016                    Wages
Attn: Richard Shoemaker, Vice        and
President & Director GM Dept.        Benefits           Unknown

United Steel Workers
5 Gateway Center
Pittsburgh, PA 15222
Tel: 412-562-2400                    Wages
Fax: 412-562-2484                    and
Attn: Leo W. Gerard, President       Benefits           Unknown

Wilmington Trust Company
Corporate Trust Office               6.55% Notes
1100 North Market Street               due 2006    $500,000,000
Rodney Square North                  6.50% Notes
Wilmington, DE 19890                   due 2009    $500,000,000
Tel: 302-636-6058                    6.50% Notes
Fax: 302-636-4143                      due 2013    $500,000,000
Steven M. Cimalore,                  7.125% Notes
Vice President                         due 2029    $500,000,000

Law Debenture Trust Company
of New York
Corporate Trust Office
780 Third Ave, 31st Floor
New York, NY 10017
Tel: 212-750-6474
Fax: 212-750-1361

    - and -

Wilmington Trust Company
Corporate Trust Office
1100 North Market Street
Rodney Square North
Wilmington, DE 19890
Tel: 302-636-6058
Fax: 302-636-4143                    Junior
Attn: Patrick Healy, VP              Subordinated
and Steven M. Cimalore, VP           Notes         $412,371,975

Flextronics Int'l Asia Pacific
2 Robbins Road
Westford, MA 01886
Tel: 978-392-3015
Fax: 978-392-3011
Attn: Joe Minville, Sr.
Director, Business Development,
Global Automotive Markets            Trade          $40,781,535

Freescale Semiconductor Inc
6501 William Cannon Drive West
Austin, TX 78735-8598
Tel: 512-895-2093
Fax: 512-895-8746
Attn: Paul Grimme, Senior Vice
President and General Manager,
Transportation and Standard
Products Group                       Trade          $22,710,027

Robert Bosch Corporation
38000 Hills Tech Drive
Farmington Hills, MI 48331-3417
Tel: 248-848-2555
Fax: 248-848-6505
Attn: Linda Lynch,
Sales Manager,
General Motors N.A.                  Trade          $15,069,265

Siemens Automotive Ltd
2400 Executive Hill Blvd.
Auburn Hills, MI 48326-2980
Tel: 248-209-5874
Fax: 248-209-7877
Attn: Peter H. Huizinga, Sales
Manager, North American Sales        Trade          $13,619,300

PBR Automotive USA Pacific
Group Ltd
140 Ellen Drive
Orion Township, MI 48359
Tel: 248-340-1290
Fax: 248-377-4939
Attn: Gordon Diag, VP                Trade          $10,542,285

DMC 2 Canada Corporation
2347 Commercial Drive
Auburn Hills, MI 48326
Tel: 248-292-2261
Fax: 248-340-2471
Bill Staron, Senior VP               Trade           $8,976,696

NEC Electronics Inc
Three Galleria Tower
13155 Noel Road, Ste 1100
Dallas, TX 75240
Tel: 972-855-5126
Fax: 972-655-5133
Attn: Jim Trent, General
Manager, Automotive SBU              Trade           $8,896,819

HSS LLC
5446 Dixie Highway
Saginaw, MI 48601
Tel: 989-777-2983
Fax: 989-777-4818
Attn: David Bader, President         Trade           $8,296,550

Tyco Electronics Corp
Amperestrabe 12-14
Bensheim, Germany D-64625
Tel: 49-0-62-51-133-1-202
Fax: 49-0-62-51-133-1-548

   - and -

Tyco Electronics Corp
P.O. Box 3608
Harrisburg, PA 17105-3608
Tel: 717-592-2298
Fax: 717-592-7555
Attn: Dr. Jurgen W. Gromer,
Vice President Tyco International
Ltd., President and CEO
Tyco Electronics Corp.               Trade           $8,278,304

Molex Inc
222 Wellington Court
Lisle, IL 60532-1682
Tel: 630-718-5888
Fax: 630-813-5888
Attn: Ron Schubel, Executive
Vice President, President
Americas Region                      Trade           $8,014,656

Panasonic Automotive
26455 American Drive
Southfield, MI 48034
Tel: 248-447-7111
Fax: 248-447-7008
Attn: Vince Sarrecchia,
President, Headquarters              Trade           $7,429,854

Olin Corp
427 N Shamrock Street
East Alton, IL 62024-1174
Tel: 618-258-26664
Fax: 618-258-3481
Attn: Devin Denner, Sales Manager    Trade           $7,231,721

Methode Electronics Inc
7401 W. Wilson
Chicago, IL 60706
Tel: 708-867-6777
Fax: 708-867-3288
Attn: Don Duda, President            Trade           $6,397,471

SGS Thompson
Victor Park West
19575 Victor Parkway
Livonia, MI 48152
Tel: 734-953-1711
Fax: 734-462-4034
Scott Shilling, Sales Director       Trade           $6,386,126

Philips Semiconductors
1817 Dogwood Drive
Kokomo, IN 46902
Tel: 765-868-3861
Fax: 765-452-9915
Attn: Sam L. Trency,
Global Account Manager, Kokomo       Trade           $6,242,258

Infineon Technologies
P.O. Box 80 09 49
Munich, Germany 81609
Tel: 49-0-89-234-8-52-00
Fax: 49-0-89-234-8-52-02

   - and -

Infineon Technologies
St.-Martin-Strasse 53
Munich, Germany 81669
Attn: Peter Bauer, Executive
Vice President                       Trade           $5,582,352

Aw Transmission Engineering Aisin
Seiki Co Ltd
Metro West Industrial Park
14933 Keel St
Plymouth, MI 48170
Tel: 734-416-1162
Fax: 734-416-3844
Ryo Ishibashi, Sales Contact
   - and -
Kenji Ito, VP
   - and -
Larry Khaykin, Sr. Sales Manager     Trade           $5,509,700

Applied Bio Systems
850 Lincoln Centre Drive
Foster City, CA 94404
Tel: 650-638-6431
Fax: 650-638-5998
Attn: Ann Wagoner                    Trade           $5,491,366

Alps Automotive Inc
1500 Atlantic Blvd.
Auburn Hills, MI 48326
Tel: 248-393-7626
Fax: 248-391-1564
Attn: Muneki Ishida,
General Sales Manager                Trade           $5,182,441

Texas Instruments Inc
12900 North Meridian Street
Suite 175 Ms 4070
Carmel, IN 46032
Tel: 317-574-2626
Fax: 317-573-6410
Attn: Brent Mewhinney,
US Automotive Sales Manager          Trade           $5,041,608

Hitachi Automotive
955 Warwick Rd
Harrodsburg, KY 40330
Tel: 248-482-0085
Fax: 248-474-5097

   - and -

Hitachi Automotive
34500 Grand River Avenue
Farmington Hills, MI 48335
Attn: Darrell Seitz, Senior
Account Manager                      Trade           $4,979,093

Sharp Electronics Corp
2613-1, Chinomoto, Cho, Tenri
Nara, Japan 632-8567
Tel: 81-743-65-4317
Fax: 81-743-65-2809
Attn: Akihiko Imaya,
Group Deputy General Manager         Trade           $4,974,247

Semiconductor Components
2000 S County Trail
East Greenwich, RI 02818
Tel: 734-953-6848
Fax: 734-953-6860
Attn: Lance Williams,
Director of Sales                    Trade           $4,865,672

TRW Automotive
12000 Tech Center Drive
Livonia, MI 48150
Tel: 734-266-3507
Fax: 734-266-5704
Attn: John Nielsen,
Director, Sales                      Trade           $4,821,907

ISI of Indiana Inc
1212 East Michigan St.
Indianapolis, IN 46202
Tel: 317-631-7980
Fax: 317-631-7981
Attn: Brad Countryman                Trade           $4,760,039

Traxle Manufacturing Ltd
25300 Telegraph Rd.
Ste 450 Raleigh Office Center
Southfield, MI 48034
Tel: 248-355-3533
Fax: 248-355-3558
Attn: Russ Pollack,
Director of Sales                    Trade           $4,744,747

Waupaca Foundry Inc
311 S Tower Rd
Waupaca, WI 54981-0249
Tel: 715-258-6611
Fax: 715-258-1712
Gary Thoe, Chairman                  Trade           $4,684,195

Hitachi Chemical Asia Pacific
Bedok Plant: 20, Bedock South Road
Singapore, Singapore 469277
Tel: 6241-9811
Fax: 5455-407

   - and -

Hitachi Chemical Asia Pacific
Loyang Plant: 32, Loyang Way
Singapore, Singapore 508730
Tel: 6542-8511
Attn: Y. Yokoya,
Deputy Managing Director             Trade           $4,562,688

American Axle & Manufacturing Inc.
One Dauch Drive
Detroit, MI 48211-1198
Tel: 313-758-4217
Fax: 313-974-2870
Attn: Joel Robinson, President
   - and -
Bob Finn, CEO                        Trade           $4,525,561

TDK Corporation Of America
1221 Business Center Drive
Mount Prospect, IL 60056
Tel: 847-803-6100
Fax: 847-803-1125
Attn: Frank H. Avant, President      Trade           $4,466,206

Pioneer Industrial Components
(Pioneer Automotive Electronics
Sales, Inc.)
22630 Haggerty Road
Farmington, MI 48335
Tel: 248-449-6799
Fax: 248-449-1940
Attn: Kevin M. Martin
Senior VP, Sales                     Trade           $4,189,855

Fujitsu Ten Corporation
46029 Five Mile Road
Plymouth, MI 48170
Tel: 734-414-6651
Fax: 734-414-6660
Attn: Chet Korzeniewski,
V.P., Sales and Marketing            Trade           $4,156,580

Solectron De Mexico SA de CV
Solectron Invotronics
26525 American Drive
Southfield, MI 48034
Tel: 248-263-8714
Fax: 248-263-8701
Attn: Ed Mike, Sales Manager         Trade           $4,129,744

TI Group Automotive System
12345 E Nine Mile
Warren, MI 48090
Tel: 586-755-8312
Fax: 586-427-3175
Attn: Tim Kuppler, Vice President    Trade           $3,990,388

Timken Company
31100 Telegraph Road, Suite 270
Bingham Farms, MI 48025
Tel: 248-554-4882
Fax: 248-433-2253
Attn: Brian Ruel, Director, Sales    Trade           $3,619,957

Engelhard Corporation
101 Wood Ave
Iselin, NJ 08830
Tel: 732-205-6497
Fax: 732-906-0337
Attn: Barry Perry, Chairman & CEO    Trade           $3,577,915

Cataler North America Corp.
7800 Chihama
Kakegawa-City Shizuoka, Japan
Tel: 81-537-72-3131
Fax: 81-537-72-2829
Attn: Hironobu Ono, President        Trade           $3,462,855

Pechiney Rolled Products
39111 W Six Mile Rd.
Livonia, MI 48152
Tel: 734-632-8484
Fax: 734-632-8483
Attn: Jim Offer, Sales Manager       Trade           $3,393,879

Autocam Corporation
East Paris Avenue
Kentwood, MI 49512
Tel: 616-541-8551
Fax: 616-698-6876
Attn: Scott Dekoker,
Customer Manager                     Trade           $3,352,518

Futaba Corp Of America
2865 Wall Triana Hwy
Huntsville, AL 35824
Tel: 256-461-7348
Fax: 256-461-7741
Attn: Joe M. Dorris, President       Trade           $3,350,622

Victory Packaging
3555 Timmons Lane, Suite 1440
Houston, TX 77027
Tel: 713-961-3299
Fax: 713-961-3824
Attn: Robert Egan, President         Trade           $3,327,441

Murata Electronics North
2200 Lake Park Drive
Smyrna, GA 30080-7604
Tel: 770-433-7846
Fax: 678-842-6625
Attn: David M. McGinnis,
Director Automotive Sales            Trade           $3,234,841

Niles USA Inc
41129 Jo Drive
Novi, MI 48375
Tel: 248-427-9700
Fax: 248-427-9701
Attn: Michael Rudnicki,
Account Manager
   - and -
Scot McColl, Business Unit Manager   Trade           $3,171,181


DELTA AIR: Wants Stay on Class Action Settlement Lifted
-------------------------------------------------------
In 2003, a putative class of active and retired pilots of Delta
Air Lines, Inc., filed four separate class action lawsuits in
federal courts in New York, Boston, Cincinnati, and New
Mexico against Delta, the Delta Pilots Supplemental Plan, the
Pilots Plan, the Delta Pilots Bridge Plan, and the Administrative
Committee of Delta Air Lines, Inc.  The cases were subsequently
transferred to the United States District Court for the Northern
District of Georgia for coordinated pretrial proceedings under the
caption of In re Delta Air Lines, Inc. ERISA Litigation, MDL.

In the Pilot Pension Litigation, the plaintiffs alleged that the
Pilots Plan violated ERISA by:

    (i) failing to pay lump sum benefits that included the value
        associated with the variable annuity received by pilots
        who do not elect lump sum distributions;

   (ii) freezing the value of benefit units used to calculate
        benefits under the Pilot Plan's minimum benefit formula in
        an amendment dated July 1, 1996;

  (iii) failing to furnish notice of the reduction in the earnings
        multiplier in the July 1, 1996 Amendment;

   (iv) failing to value benefit units as of participants' normal
        retirement dates; and

    (v) applying the Pilot Plan's joint and survivor annuity
        factor in the calculation of the minimum benefit formula
        for married pilots.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
notes that, if any of the principal claims asserted by the
plaintiffs are resolved in their favor, the benefits payable under
the Pilots Plan, which, if the Plan is not terminated, Delta is
required to fund prior to emergence, would increase by hundreds of
millions of dollars.  Additionally, the benefits payable under the
non-qualified Bridge Plan and Supplemental Plan, which are paid
directly by Delta, would increase by hundreds of millions of
dollars.

In the spring of 2005, the Delta Parties and the plaintiffs
negotiated a settlement resolving all claims in the Pilots
Pension Litigation.

Pursuant to Rule 23(e) of the Federal Rules of Civil Procedure,
the settlement of a class action must be approved by the court, in
Delta's case the District Court.

Mr. Huebner recounts that, on May 24, 2005, the District Court
entered an order:

    (i) preliminarily approving the Settlement;

   (ii) conditionally certifying the Settlement Class;

  (iii) conditionally approving Robert D. Berger, the Estate of
        Mac Braun, Samuel O. Gamble, and William G. Macaulay --
        the Named Plaintiffs -- as the representatives of the
        Settlement Class;

   (iv) approving the plaintiffs' counsel as counsel to the
        Settlement Class;

    (v) establishing uniform settlement objection procedures for
        members of the Settlement Class to follow;

   (vi) preliminarily approving the terms of the Settlement;

  (vii) approving the notice to the Settlement Class; and

(viii) setting September 6, 2005, for a hearing on the final
        approval of the Settlement.

Following the entry of the Preliminary Order, Delta deposited
$500,000 into escrow and the Pilots Plan segregated $15,500,000 in
cash into an account held by the JPMorgan Chase Bank, N.A. for
distribution pursuant to the allocation provisions of the
Settlement.

The Delta Parties provided the Notice of Class Action Settlement
to all persons who were members of these two groups:

     (a) The Lump Sum Subclass, which consists of:

           (1) all Delta pilots who retired on or before
               January 1, 2005, and elected a lump sum
               distribution of pension benefits since that option
               was first made available effective March 2, 1989,
               or, if deceased, their respective beneficiaries;

           (2) all Delta pilots who Delta employed on
               January 1, 2005;

           (3) alternate payees who were not receiving any
               benefits from the Pilots Plan as of January 1,
               2005; and

           (4) alternate payees who were receiving benefits
               from the Pilots Plan as of January 1, 2005, and
               elected a lump sum distribution; and

    (b) The Minimum Benefit Subclass, which consists of:

           (i) all Delta pilots who Delta employed on February 1,
               1972, and who retired on or after January 1, 1990,
               or, if deceased, their beneficiaries, and

          (ii) alternate payees of any pilot in (i).

Following service of notice to the Settlement Class, Judson W.
Holmes, Jr., an active Delta Pilot, filed an objection, asserting
that the Settlement should not be approved as the claims asserted
by the plaintiffs are without merit and, as a result, the Delta
Parties should pay nothing in respect of the Pilots Pension
Litigation.

On September 6, 2005, the District Court approved the Settlement.
The settlement is not final until any appeals are resolved or the
time to appeal has expired.

Pursuant to Section 362(d) of the Bankruptcy Court, Delta Air
Lines Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay to permit the
commencement or continuation of any appeal from the District Court
Order.

Delta also seeks permission to perform all actions necessary to
complete the Settlement in the event the Order becomes final due
to the passage of time or the favorable determination of any and
all appeals.  In particular, Delta wants to:

    (i) direct the escrow agent to distribute the escrow funds
        pursuant to the allocation provisions of the Settlement,

   (ii) issue warrants as required by the Settlement, and

  (iii) allow the releases contemplated by the Settlement to
        become effective.

Mr. Huebner asserts that the termination of the Pilots Pension
Litigation pursuant to the Settlement will result in the
resolution of claims that could total hundreds of millions of
dollars against the Delta Parties.

He notes that the $500,000 distribution is not a part of Delta's
bankruptcy estate.  Pursuant to the terms of the Escrow Agreement
executed in connection with the Settlement, the escrow is
irrevocable subject only to the contingencies specified in the
escrow agreement, and thus, the escrow funds are not property of
the Delta bankruptcy estate as defined by Section 541(a) of the
Bankruptcy Code.

The $15.5 million segregated and to be paid from the Pilots Plan
are not property of the estate, Mr. Huebner adds.  The issuance of
Warrants and the release of the Delta Parties from the ERISA-
related claims represent minimal cost to Delta.

Mr. Huebner says that not consummating the Settlement would result
in significant uncertainty and enormous potential costs to Delta.
In the event the settlement is not consummated, the Litigation
might proceed in the District Court.  While Delta is not a
defendant in the Litigation, the Litigation could nonetheless give
rise to significant additional liabilities for the plans, which
would in turn create additional liability for Delta.

In the event that the Pilots Plan is not terminated prior to the
effective date of any bankruptcy reorganization plan in their
cases, Delta will be required to continue to perform under the
terms of the Pilots Plan and the terms of ERISA.  Thus, the
potentially increased liabilities that might arise if the
Litigation continues would be obligations of Delta that would be
required to be paid either at exit from bankruptcy or as a part of
Delta's ongoing post-effective date obligations, Mr. Huebner
asserts.  Functionally, the unsecured creditors of Delta would be
subordinated to the plaintiffs' claims.

In the alternative, in the event that the plaintiffs prevail and
Delta subsequently elects to seek, and obtains, distress
terminations of the Plans under ERISA, the underfunding claims of
the Pension Benefit Guaranty Corporation arising upon distress
termination may be significantly increased.  Thus, the potential
exists for significant adverse consequences to unsecured creditors
regardless of whether or not the Pilots Plan is terminated, Mr.
Huebner says.

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. 8;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Objects to Interface's Motion To Compel Assumption
-------------------------------------------------------------
As reported in Troubled Company Reporter on Oct. 14, 2005,
Interface LLC asked the U.S. Bankruptcy Court for the Southern
District of New York to compel the Debtors to either assume or
reject the Interface Agreement.

Delta Air Lines Inc. and its debtor-affiliates note that Interface
LLC's request, if granted, would allow Delta Air Lines, Inc., only
five days to:

    -- evaluate the Integrated System Supply and Handling
       Agreement for Hazardous and Non-Hazardous Products, dated
       September 1, 1998,

    -- consider available options, and

    -- make a decision within which to assume or reject that
       agreement.

James I. McClammy, Esq., at Davis Polk & Wardwell, in New York,
argues that five days is a wholly insufficient and unreasonable
amount of time to make a determination, especially in the context
of the Debtors' complex cases.

Citing In re Enron Corp., 279 B.R. at 702, Mr. McClammy notes that
the law requires, in all circumstances, that a debtor be given a
reasonable time to decide whether to assume or reject an
executory.

According to Mr. McClammy, at the early stages of their bankruptcy
cases, the Debtors need to focus on, among others, the preparation
of the necessary schedules of assets and liabilities and
statements of financial affairs, formulation of a business plan,
responding to scores of daily requests and pleadings, and the
daily operations of a complex, international business.

Mr. McClammy also notes that the Debtors' bankruptcy cases have
been pending for less than 30 days and the number of executory
contracts that the Debtors must evaluate is in the thousands.
The Debtors have not had sufficient time to appraise the value of
these contracts or to be able to make an informed decision with
respect to assumption or rejection.

Responding to Interface's assertions that its only hope for
survival will be for Delta to promptly decide on the Supply
Agreement, Mr. McClammy avers that Interface offers only
unsupported and conclusory statements in support of this claim.

The Debtors, however, assure the Court that denial of Interface's
request will not unduly prejudice Interface as they intend to make
ally postpetition payments to the supplier as required under the
Supply Agreement.

As noted by Interface, the hazardous nature of many of the
products provided by Interface will require care to be taken in
considering alternatives for the provision of these products.
Delta believes that it needs the breathing space provided by the
Bankruptcy Code to adequately evaluate the terms and conditions of
the Supply Agreement, and explore alternatives.  Hence, it should
not be forced to make a premature decision about assuming or
rejecting the Agreement, Mr. McClammy asserts.

                    Creditors Committee Responds

The Official Committee of Unsecured Creditors believes that it is
unreasonable to impose on the Debtors the heavy burden of making
decisions regarding whether to assume or reject executory
contracts, including the Supply Agreement, at this juncture in
their large and complex Chapter 11 cases.

The Creditors Committee asserts that the Court should permit these
decisions to be delayed until a plan of reorganization in the
Debtors' cases is confirmed.

David H. Botter, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, argues that improvident decisions, compelled within an
unreasonably short time, can have tremendous repercussions for the
Debtors' reorganization efforts.

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. 8;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DETIENNE ASSOCIATES: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Detienne Associates Limited Partnership
        22 North Last Chance Gulch
        Helena, Montana 59601

Bankruptcy Case No.: 05-64797

Type of Business: The Debtor is a property holding company.

Chapter 11 Petition Date: October 14, 2005

Court: District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: James A. Patten, Esq.
                  Suite 300, The Fratt Building
                  2817 2nd Avenue North
                  Billings, Montana 59101
                  Tel: (406) 252-8500
                  Fax: (406) 294-9500

Total Assets: $5,124,553

Total Debts:  $4,726,017

Debtor's 12 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Kevin Detienne                             $263,571
   40 West Norris Road
   Helena, MT 59602

   Charles W. Broun, III                       $48,993
   Intercontinental Hotels
   Three Ravinia Drive, Suite 100
   Atlanta, GA 30346

   Kevin Detienne                              $40,000
   40 West Norris Road
   Helena, MT 59602

   First City Servicing Corp Of Minnesota      $32,006

   Internal Revenue Service                    $21,922

   Vibeke Detienne                             $10,107

   Luxan & Murfit                               $4,011

   Gough Shanahan                               $1,000

   Daniels County Treasurer                       $774

   Montana State Funds                            $279

   Galusha Higgins                                $224

   A-1 Rental                                      $36


DOANE PET: Prices $152 Million Private Debt Placement
-----------------------------------------------------
Doane Pet Care Company has priced a private placement of
$152 million of senior subordinated notes due 2015.  The senior
subordinated notes will bear interest at a rate of 10-5/8% per
annum and have a maturity date of Nov. 15, 2015.  The senior
subordinated notes were priced at 99.226% and are expected to be
eligible for resale under Rule 144A.

The Company intends to use the proceeds from the offering,
together with investments of Teachers' Private Capital, the
private investment arm of the Ontario Teachers' Pension Plan
Board, and Doane senior management and borrowings under a new
senior credit facility, to fund certain transactions in connection
with OTPP's acquisition of beneficial ownership of substantially
all of the capital stock of the Company's parent corporation,
Doane Pet Care Enterprises, Inc.

The senior subordinated notes will not be registered under the
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an applicable
exemption from registration requirements.  The private offering is
being made within the United States only to qualified
institutional buyers and outside the United States only to non-
U.S. investors under Regulation S of the Securities Act.

Doane Pet Care Company -- http://www.doanepetcare.com/-- based in
Brentwood, Tennessee, is the largest manufacturer of private label
pet food and the second largest manufacturer of dry pet food
overall in the United States. The Company sells to approximately
550 customers around the world and serves many of the top pet food
retailers in the United States, Europe and Japan.  The Company
offers its customers a full range of pet food products for both
dogs and cats, including dry, semi-moist, soft-dry, wet, treats
and dog biscuits.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2005,
Moody's Investors Service concluded its review of Doane Pet Care,
Inc. for possible upgrade that commenced on August 25th by
upgrading Doane's corporate family rating and existing $213
million 10.75% senior unsecured notes to B2 from B3.  In addition,
Moody's assigned a B1 rating to Doane's new proposed senior
secured credit facilities, and a Caa1 rating to its new proposed
senior subordinated notes.

Moody's also upgraded Doane's existing senior secured bank
facilities to B1 from B2, its existing senior subordinated notes
to Caa1 from Caa2, and its existing mandatory redeemable preferred
stock from Ca to Caa3.  Ratings on the existing bank facilities
and preferred stock will be withdrawn when the expected
acquisition transaction closes.  Moody's said the outlook on the
ratings is stable.


DOUGLAS DYNAMICS: S&P Puts BB- Rating on $40M Sr. Sec. Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and other ratings on Douglas Dynamics LLC, a maker
of snow- and ice-control products.  At the same time, S&P assigned
its 'BB-' senior secured debt rating and '1' recovery rating to
the company's proposed senior secured $40 million tack-on term
loan, which will mature in 2010.  Proceeds from the transaction
will be used to fund growth initiatives.

The outlook is stable.  With the new debt issue, we estimate that
Douglas Dynamics had approximately $271 million of pro forma total
debt at Sept. 30, 2005.

"A favorable outlook or rating change would in part hinge on the
company's pursuit of a less aggressive financial policy at the
same time Douglas Dynamics was broadening its earnings and cash
flow base," said Standard & Poor's credit analyst Joel Levington.
"A negative outlook or rating change could occur if the financial
sponsors were to pursue an aggressive dividend plan, if warm
weather persisted -- leading to a meaningful decline in sales and
earnings -- or if liquidity were to substantially weaken."


Snow- and ice-control equipment is a niche segment of the winter-
related products industry.  Still, the company has leading market
positions in these niche businesses with its Western and Fisher
brands.  Its good and highly variable cost structure, technical
capabilities, and limited customer concentration are credit
strengths that allow the company to achieve high operating
margins.

The company sells its product mainly in the U.S. -- a modest
amount is also sold in Canada -- and has only a nominal amount of
export sales, so its geographic diversity is limited.  Demand for
the company's products very much depends on snowfall, and this
creates a significant credit risk beyond the control of the
company. Demand also depends somewhat on light-truck sales and the
health of the overall economy.  S&P expects 2005 to be a good year
for the company's financial results, albeit somewhat less robust
than 2004, which had an abnormally strong first quarter.

The growth opportunities the company is pursuing will expand its
technologies and product breadth.  This growth should further
strengthen the company's market position, as the company is
acquiring technology that has already become accepted within
certain pockets of the snow removal marketplace and is used by
competitors against some of Douglas Dynamics' product lines.

Douglas Dynamics is a privately held company, principally owned by
Aurora Capital Group and Ares Management LLC.  The sponsors are
viewed as having very aggressive financial policies, as reflected
in the company's highly leveraged balance sheet, poor asset
quality, and willingness to fund both dividends and acquisitions
with debt.  Douglas Dynamics' gross margins are strong, and
variable costs, including raw materials and labor, are flexible.
The strong brands and leading market positions have enabled the
company to offset higher raw material costs with surcharges and
price increases -- some of which may stick as steel prices
decline.   At the moment, the availability of raw materials has
not been an issue.


EMIDIO WOODWORKING: Case Summary & 42 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Emidio Woodworking & Son's, Inc.
             105 Day Street
             Newington, Connecticut 06111

Bankruptcy Case No.: 05-24611

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Zavarella Family Partnership LLC           05-24616
      Emidio & Anna Zavarella                    05-24605

Type of Business: The Debtor is in the business of
                  architectural woodworking.

                  Emidio Zavarella is the owner while Anna
                  Zavarella is president of Emidio Woodworking
                  & Son's, Inc.

Chapter 11 Petition Date: October 14, 2005

Court: District of Connecticut (Hartford)

Judge: Robert L. Krechevsky

Debtors' Counsel: Jeffrey M. Sklarz, Esq.
                  Louis J. Testa, Esq.
                  Zeisler & Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, Connecticut 06605
                  Tel: (203) 368-4234
                  Fax: (203) 367-9678

Financial Condition of Emidio Woodworking & Son's, Inc.,
as of Oct. 14, 2005:

      Total Assets: $433,992

      Total Debts:  $781,945

Financial Condition of Zavarella Family Partnership LLC
as of Oct. 14, 2005:

      Total Assets: $1,520,000

      Total Debts:  $1,729,564

Financial condition of Emidio & Anna Zavarella
as of Oct. 14, 2005:


      Total Assets: $1,560,000

      Total Debts:    $466,239


A. Emidio Woodworking & Son's, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Rex Lumber                                      $240,000
   c/o Howard Kantrovitz, Esq.
   1 Bradley Road, Suite 305
   New Haven, CT 06525

   Department of Labor                              $87,202
   State of Connecticut
   200 Folly Brook Boulevard
   Wethersfield, CT 06109

   CT Plywood                                       $68,131
   c/o Howard Kantrovitz, Esq.
   1 Bradley Road, Suite 305
   New Haven, CT 06525

   Carpenters Union                                 $35,074

   Department of Revenue                            $34,876
   State of Connecticut

   Department of Revenue                            $34,876
   State of Connecticut

   Levy & Droney, P.C.                              $30,730

   Anthem Health Plans, Inc.                        $30,000

   Internal Revenue Service                         $25,513

   CT Natural Gas                                   $23,131

   Welco                                            $22,163

   Murtha Cullina LLP                               $14,063

   Town of Newington                                $12,198
   Tax Collector

   Perfectemp                                       $11,178

   AMGRO                                            $11,125

   SBC/SNET Yellow Pages                             $9,991

   People's Bank                                     $8,575

   Sheptoff, Reuber & Company, P.                    $8,038

   CL&P                                              $7,819

   Numbers By Nan                                    $6,954

B. Zavarella Family Partnership LLC's 2 Largest Unsecured
   Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Town of Newington                                $22,711
   Tax Collector
   131 Cedar Street
   Newington, CT 06111

   Levy & Droney, P.C.                                 $802
   Attn: Pres., Gen. Partner or Managing Member
   74 Batterson Park Road
   Farmington, CT 06032


C. Emidio & Anna Zavarella's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Hartford Hospital                                        $11,160
Attn: Pres., Gen. Partner
or Managing Member
80 Seymore Street
Hartford, CT 06102

MDC                           Assessment bill             $4,328
Attn: Pres., Gen. Partner
or Managing Member
555 Main Street
Hartford, CT 06199

Sovereign Bank                                            $3,012
Attn: Pres., Gen. Partner
or Managing Member
525 Lancaster Avenue
Reading, PA 19611

Town of Newington                                         $2,204
Tax Collector

MDC                                                       $2,086

CL&P                                                      $1,241

MDC                                                       $1,201

American Express                                          $1,198

CT Medical Financial                                        $976

CT Multispecialty Group                                     $610

Capital One Services                                        $478

Connecticut Pest & Wildlife                                 $450

CNG                                                         $391

Alliance One                                                $338

CT Multispecialty Group                                     $320

Orthopedic Association                                      $278

American Medical Collection                                 $249

Nathan Cipriano                                             $213

CT Multispecialty Group                                     $205

SBC                                                         $188


ENRON CORP: Gets Court Nod to Settle with ANP Entities
------------------------------------------------------
Prior to filing for bankruptcy, Debtors Enron North America Corp.,
Enron Power Marketing Inc. and LOA, Inc., entered into one or
more contracts with ANP Marketing Company and ANP Midlothian
Energy Co. for the sale of products or services.

On June 20, 2001, International Power plc issued a guaranty for
the benefit of ENA and EPMI as collateral for the obligations of
ANPMC under various transactions among the parties.

On May 26, 2000, American National Power Inc. issued a guaranty
letter for the benefit of ENA, EPMI and the predecessor-in-
interest to LOA as collateral for the obligations of ANPMC under
various transactions between the parties.

On May 26, 2001, American National Power Inc. issued a guaranty
for the benefit of ENA, EPMI and the predecessor-in-interest to
LOA as collateral for the obligations of ANPMC under various
transactions between the parties.

ANPMC filed Claim No. 13948 against EPMI for amounts due under
the Contract.

After engaging in negotiations, the Debtors and the ANP Entities
entered into a settlement agreement.

Pursuant to the Settlement, the parties agree that:

    (1) The ANP Entities will pay the Debtors payments due under
        the Contract as agreed to by the parties;

    (2) they will exchange a mutual release of claims related to
        the Contract and the Guaranties;

    (3) Claim no. 13948 will be deemed irrevocably withdrawn, with
        prejudice, and to the extent applicable expunged and
        disallowed in its entirety; and

    (4) Each liability scheduled by the Debtors related to
        the ANP Entities will be deemed irrevocably withdrawn,
        with prejudice, and to the extent applicable expunged and
        disallowed in its entirety.

The Court approves the Settlement.

Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- is in the midst of restructuring various
businesses for distribution as ongoing companies to its creditors
and liquidating its remaining operations.  Before the company
agreed to be acquired, controversy over accounting procedures had
caused Enron's stock price and credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
160; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Agrees to Allow Hazelwood Power Claim for $3 Million
----------------------------------------------------------------
On Oct. 15, 2002, Hazelwood Power filed Claim No. 20336 for
$3,069,521 in Enron Corp.'s Chapter 11 case.  The claim arises
from a guaranty, dated as of May 1, 2001, given by Enron to
Hazelwood in respect of the obligations of Enron Australia
Finance Pty Ltd under certain business transactions with
Hazelwood.

EAF is a company incorporated in New South Wales, Australia,
currently in liquidation proceedings under Chapter 5 of the
Corporations Act 2001.  Hazelwood is a creditor of EAF in the
Liquidation Proceedings.

On March 11, 2005, the Reorganized Debtors filed their 91st
Omnibus Claims Objection, pursuant to which the Debtors sought to
have Claim No. 20336 disallowed and expunged.

After extensive negotiations, the parties drafted a stipulation.
The terms of the Court-approved stipulation are:

     -- Claim No. 20336 will be allowed as a Class 4 general
        unsecured claim for $3,069,521, to be paid in accordance
        with the Plan;

     -- All scheduled liabilities in favor of Hazelwood will be
        deemed disallowed in their entirety and replaced by the
        Allowed Claim;

     -- Enron's liability in respect of the Allowed Claim will
        not be reduced or otherwise affected by any distribution
        received by Hazelwood in the Liquidation Proceedings,
        provided however, that if the aggregate amount received by
        Hazelwood in connection with (a) its claims against EAF in
        the Liquidation Proceedings and (b) any Distributions on
        the Allowed Claim, exceeds the total Australian dollar
        amount of the principal debt owed by EAF to Hazelwood,
        including related interest and out-of-pocket expenses
        incurred by Hazelwood in respect of the Liquidation
        Proceedings, Hazelwood will pay to Enron the amount equal
        to the excess in U.S. dollars as soon as practical after
        receipt of those excess amounts; and

     -- Each of the parties waives all of its rights under Section
        502(j) of the Bankruptcy Code and agrees not to seek any
        reconsideration or amendment of the Allowed Claim.

Headquartered in Houston, Texas, Enron Corporation --
http://www.enron.com/-- is in the midst of restructuring various
businesses for distribution as ongoing companies to its creditors
and liquidating its remaining operations.  Before the company
agreed to be acquired, controversy over accounting procedures had
caused Enron's stock price and credit rating to drop sharply.

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
160; Bankruptcy Creditors' Service, Inc., 15/945-7000)


EVERGREEN INT'L: S&P Reviews Junk Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'CCC' corporate credit rating, on Evergreen International
Aviation Inc. on CreditWatch with positive implications.

The CreditWatch placement reflects an improvement in Evergreen's
liquidity position resulting from healthy market conditions and
the receipt of $16.6 million awarded to Evergreen in a lawsuit
involving Asiana Airlines.  McMinnville, Ore.-based Evergreen has
about $340 million of lease-adjusted debt.

"Ratings could be raised if it appears that the company will be
able to sustain its improved liquidity position and financial
profile, although the magnitude of an upgrade would likely be
limited by the company's onerous debt service requirements," said
Standard & Poor's credit analyst Lisa Jenkins.  Favorable market
conditions have enabled the company to significantly increase
its operating earnings and cash flow in the first six months of
the fiscal year ending Feb. 28, 2006, from the year-earlier
period.

To resolve the CreditWatch action, Standard & Poor's will assess
Evergreen's operating outlook with a particular focus on cash flow
generation and funding requirements over the next two years.
Evergreen derives most of its revenues and operating profits from
Evergreen International Airlines, its airfreight transportation
subsidiary.  Evergreen also provides ground logistics services,
aircraft maintenance and repair services, helicopter and small
aircraft services, and aviation sales and leasing.  Demand for
most of Evergreen's services has been healthy in recent months and
is expected to remain so over the near to intermediate term.  This
should enable the company to sustain its improved operating
earnings trend.

However, Evergreen continues to face significant debt service
requirements.  Evergreen's credit risk is heightened also by the
cyclical and competitive nature of the industry in which it
competes, the capital intensity of its airline operations, its
private ownership -- which limits capital raising options -- and
its financial history -- which includes various financial
restructurings and covenant defaults.


EXCO RESOURCES: S&P Slices Corporate Credit Rating to B from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on oil and gas exploration and production company EXCO
Resources Inc. to 'B' from 'B+'.

Standard & Poor's also affirmed its 'B' rating on the company's
$450 million in senior unsecured notes due to EXCO's limited
ability to incur senior secured debt under its current financing
arrangements.

Standard & Poor's removed the ratings on EXCO from CreditWatch
with negative implications where they were placed on Jan. 20,
2005.  The outlook is developing.

As of June 30, 2005, Dallas, Texas-based EXCO had approximately
$450 million in long-term debt outstanding.

The developing outlook on EXCO reflects the potential for the
ratings to be raised, affirmed, or lowered in the intermediate
term.

"If the equity offering is executed as outlined, it is likely the
rating on EXCO would either be affirmed or raised given that the
expected oil and gas reserves, business profile, and capital
structure would be similar to EXCO's position before sale of its
Addison properties in Canada," said Standard & Poor's credit
analyst Jeffrey Morrison.

On the other hand, Standard & Poor's said that if the equity
offering is not executed as outlined, the ratings could be
affirmed or lowered, given that the expected leverage and credit
measures relative to its asset base without the TXOK Acquisition
Inc. properties would be significantly worse.

Standard & Poor's expects to review the ratings as the timing and
execution of an equity offering become more certain.


FLAGSHIP REALTY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Flagship Realty Group, Inc.
        167 Washington Street
        Norwell, Massachusetts 02061

Bankruptcy Case No.: 05-22372

Type of Business: With offices in Norwell, Quincy, and Hull,
                  the Debtor offers a one-stop shopping for
                  real estate.  See
                  http://www.flagshiprealtygroup.com/

Chapter 11 Petition Date: October 14, 2005

Court: District of Massachusetts (Boston)

Judge: Robert Somma

Debtor's Counsel: Leonard Ullian, Esq.
                  The Law Office Of Ullian & Associates
                  220 Forbes Road, Suite 106
                  Braintree, Massachusetts 02184
                  Tel: (781) 848-5980

Estimated Assets: Not Provided

Estimated Debts:  Not Provided

The Debtor did not file a list of its 20 largest unsecured
creditors.


FOAMEX INT'L: Court Gives Final Okay to $320 Million DIP Financing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
final approval for Foamex International Inc.'s $320 million
debtor-in-possession financing, including a $240 million credit
facility and an $80 million term loan arranged for the Company by
its existing Agents, Bank of America N.A., and Silver Point
Finance, LLC, respectively.

"We are very pleased with [yester]day's bankruptcy court
decision," Tom Chorman, Foamex's President and Chief Executive
Officer, said.  "Receiving final approval of the DIP financing is
another important step in the reorganization process and will
allow us to fund our business operations and remain focused on
meeting the needs of our customers."

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.


FREEDOM RINGS: Files for Chapter 11 Protection in Delaware
----------------------------------------------------------
Freedom Rings, LLC, Krispy Kreme Doughnuts, Inc.'s majority-owned
subsidiary and franchisee partner in the Philadelphia region, has
filed a voluntary petition for Chapter 11 bankruptcy with the U.S.
Bankruptcy Court for the District of Delaware.  In connection with
this petition, Krispy Kreme Doughnut Corporation has agreed to
provide funding to Freedom Rings during the restructuring process.

"This is a difficult but necessary process for Freedom Rings and
we believe it is in the best interest of the Krispy Kreme brand in
the Philadelphia region in the long term," said Steve Cooper,
Chief Executive Officer for Krispy Kreme Doughnuts, Inc.  "We
believe that this process allows us to continue to serve our
customers in the Philadelphia region while simultaneously
restructuring our local operations."

Prior to the filing, Krispy Kreme, which previously owned 70% of
Freedom Rings, acquired the 30% minority interest for a nominal
consideration.

Freedom Rings owes Krispy Kreme approximately $24.1 million which,
excluding lease obligations, constitutes substantially all of its
indebtedness.  To date, for financial reporting purposes, amounts
owed by Freedom Rings to Krispy Kreme have been eliminated in
consolidation.  As a result of the bankruptcy filing, Krispy Kreme
expects to deconsolidate Freedom Rings.  As part of its previously
announced review of the financial difficulties of certain of its
franchisees, Krispy Kreme will determine the amount of impairment
charge necessary in connection with Freedom Rings.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme --
http://www.krispykreme.com/-- is a leading branded specialty
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed.  Krispy Kreme currently operates
approximately 400 stores in 45 U.S. states, Australia, Canada,
Mexico, the Republic of South Korea and the United Kingdom.

Headquartered in Winston-Salem, North Carolina, Freedom Rings
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. Del. Case No. 05-14268).  M.
Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew Barry
Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP, represent 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.


FREEDOM RINGS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Freedom Rings, LLC
        370 Knollwood Street, Suite 500
        Winston-Salem, North Carolina 27103

Bankruptcy Case No.: 05-14268

Type of Business: The Debtor, Krispy Kreme Doughnuts, Inc.'s
                  majority-owned subsidiary and franchisee partner
                  in the Philadelphia region, operates six out of
                  the approximately 360 Krispy Kreme stores and
                  50 satellites located worldwide.

Chapter 11 Petition Date: October 16, 2005

Court: District of Delaware

Judge: Peter J. Walsh

Debtor's Counsel: M. Blake Cleary, Esq.
                  Margaret B. Whiteman, Esq.
                  Matthew Barry Lunn, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, Delaware 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
ExxonMobil Fleet/GECC            Trade                   $28,573
P.O. Box 530988
Atlanta, GA 30353-0988

Lockton Companies Inc.           Trade                   $23,763
P.O. Box 802707
Kansas City, MO 64180-2707

Avista Advantage                 Trade                   $11,058
1313 North Atlantic, 5th Floor
Spokane, WA 99201-2327

Milk Industry Management Corp.   Trade                   $10,287
dba Balford Farms
P.O. Box 827228
Philadelphia, PA 19182-7228

Elliot-Lewis Corporation         Trade                   $10,227
2900 Black Lake Place
Philadelphia, PA 19154

Lincoln Plaza Associates         Real Estate Tax          $7,012
P.O. Box 829431                  Payment
Philadelphia, PA 19182

John Beck's Auto Body            Trade                    $6,680
Company Inc.

Township of Brick-Tax Collector  Real Estate Tax          $5,963

Onyx Waste Services Inc.         Trade                    $5,780

Clover Mechanical Concepts, Inc. Trade                    $3,816

Ryder Integrated Logistics, Inc. Truck Leases             $2,807

Strath Haven High School         Commission               $2,673

Pennsylvania Department of       Sales and Use Taxes      $4,614
Revenue

City of Philadelphia             Franchise Tax            $2,500
                                 Payment

M & M Displays Inc.              Trade                    $2,485

Aramark Uniform Service          Trade                    $2,098

Fleet Grease II, Inc.            Trade                    $1,796

Nelbud Services Group            Trade                    $1,688

Bob's Electric                   Trade                    $1,653

Eagle Maintenance Supply         Trade                    $1,132


FRESENIUS MEDICAL: S&P Still Reviewing BB+ Rating & May Downgrade
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its long-term
corporate credit ratings on the world's leading dialysis provider,
Germany-based Fresenius Medical Care AG and its parent, Fresenius
AG, remain at 'BB+' and on CreditWatch with negative implications,
despite Fresenius' plans to acquire the Germany-based hospital
operating Helios Kliniken GmbH.

The ratings on FMC and Fresenius were originally placed on
CreditWatch with negative implications on May 4, 2005, after it
announced in a separate deal that it had agreed to acquire North
America's third-largest dialysis services provider, Renal Care
Group Inc.

In related action, Standard & Poor's placed its 'BB+' long-term
corporate credit rating on the Germany-based hospital operating
Helios Kliniken GmbH on CreditWatch with negative implications,
following the Fresenius bid.  Fresenius plans to acquire a 94%
stake in Helios.  The control of Helios by Fresenius will
constrain the rating on Helios to that of its future parent.

Standard & Poor's intends to resolve the CreditWatch placement and
to lower the corporate credit ratings on both entities, as well as
those on Helios, to 'BB' on completion of the $4 billion --
including $500 million of assumed debt -- debt-financed RCG
acquisition.  The outlook on all entities will then be negative.

"Today's announcement by Fresenius to acquire Helios does not
significantly change the underlying scenario, as the financing
structure chosen is in line with Standard & Poor's financial ratio
requirements for the future ratings," said Standard & Poor's
credit analyst Olaf Toelke.  "While the acquisition of Helios
would be slightly positive for the business profile, as evidenced
by the 'BB+' corporate credit rating on Helios, the likely impact
on the financial profile is neutral."

This follows Fresenius management's decision to partly finance the
acquisition through a ?800 million rights issue.  As a result, the
company should be able to achieve the financial targets required
for this rating level; that is, to reach net debt to EBITDA of
3.5x-3.8x and funds from operations to net debt, both lease- and
pension-adjusted, of 17% by financial year-end 2007.


GE CAPITAL: Fitch Holds Low-B Ratings on Five Certificate Classes
-----------------------------------------------------------------
Fitch Ratings affirms GE Capital Corp's commercial mortgage pass-
through certificates, series 2001-2:

     -- $58.6 million class A-2 at 'AAA';
     -- $92.4 million class A-3 at 'AAA';
     -- $519.5 million class A-4 at 'AAA';
     -- Interest-only classes X-1 and X-2 at 'AAA';
     -- $40.1 million class B at 'AAA';
     -- $45.1 million class C at 'AA-';
     -- $12.5 million class D at 'A+';
     -- $10 million class E at 'A';
     -- $18.8 million class F at 'BBB+';
     -- $11.3 million class G at 'BBB';
     -- $21.3 million class H at 'BB+';
     -- $18.8 million class I at 'BB';
     -- $5 million class J at 'BB-';
     -- $7.5 million class K at 'B+';
     -- $12.5 million class L at 'B'.

Fitch does not rate classes M or N. Class A-1 has paid off in
full.

The rating affirmations are a result of loan paydown and
defeasance, and the subsequent increase in credit enhancement
offset by an increase in Fitch loans of concern.

Since Fitch's last rating action there have been three loan
payoffs and an additional four loans have defeased.  Loans of
concern have increased from 7.5% to 12.2% of the transaction.  As
of the September 2005 distribution date, the pool's aggregate
certificate balance has decreased 14% to $888.2 million from
$1,002.9 million.  One loan of concern is located in LA and has
experienced minor wind damage from Hurricane Katrina. The
property's operations have not been disrupted and damages are
expected to be covered by the property's insurance policy.  Fitch
is closely monitoring this loan.

Fitch reviewed the credit assessment of the Holiday Inn West 57th
loan, a 596-room full service hotel located in New York, NY.
Based on the loan's deteriorating performance since issuance, the
loan remains below investment grade.  The Fitch stressed debt
service coverage ratio for year-end 2004 increased to 1.16 times
compared to 0.96x YE 2003 but is remains lower than 1.77x at
issuance.  Increases in real estate taxes and insurance, coupled
with reduced revenue per available room have contributed to a
decrease of 34% in Fitch stressed net cash flow since issuance.
The performance deterioration was reviewed in context with the
entire pool and the ratings reflect this concern.

The Fitch stressed DSCR is calculated using borrower provided net
operating income less required reserves divided by debt service
payments based on the current balance using a Fitch stressed
refinance constant.


GENERAL STEEL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: General Steel Fabricators, Inc.
        c/o Law Office of Robert J. Rock
        60 South Swan Street
        Albany, New York 12210

Bankruptcy Case No.: 05-20181

Type of Business: The Debtor is a steel fabricator.

Chapter 11 Petition Date: October 16, 2005

Court: Northern District of New York (Albany)

Debtor's Counsel: Robert J. Rock, Esq.
                  Law Office of Robert J. Rock
                  60 South Swan Street
                  Albany, New York 12210
                  Tel: (518) 463-5700
                  Fax: (518) 434-6140

Total Assets:         $0

Total Debts:  $1,018,861

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   James F. Stearns Company                   $365,553
   c/o Mickey Long
   P.O. Box E-1
   193 Old Colony Avenue
   Boston, MA 02127

   Horst Schuster                             $300,000
   c/o Burke Scolamiero Mortati & Hurd
   P.O. Box 15085
   Albany, NY 12212-5085

   Liberty Mutual Insurance Company           $137,000
   Interchange Corporate Center
   450 Plymouth Road, Suite 400
   Plymouth Meeting, PA 19462

   Infra-Metals Company                        $78,199
   c/o Tracy J. Murphy, Esq.
   P.O. Box 370
   169 Myers Corners Road, Suite 115
   Wappingers Falls, NY 12590

   Safety Kleen                                $42,693

   Nolan & Heller, LLP                         $17,488

   BST Advisors, LLC                           $17,475

   Northeast Gas Technologies, Ltd              $8,518

   Waste Management                             $5,915

   Oxford Associates, LLP                       $5,900

   NYS Workers Compensation Board               $5,500
   c/o Receivables Management Services

   Schwartz Heslin Group, Inc.                  $4,524

   Polsnello Fuels                              $4,521
   c/o Wilhelm Law Firm, PLLC

   Pitney Bowes Credit Corporation              $3,915
   c/o Dyne, Friedland & Omrami

   IKG Industries, Harsco Corporation           $1,638

   Illinois National Insurance Company          $1,550

   Corporation Service Company                  $1,354

   Curbell, Inc.                                $1,332
   c/o CCC od NY

   Pitney Bowes Credit Corporation              $1,318
   c/o LTD Financial Services, LP

   Hudson Valley Paper Co.                      $1,295


HORIZON NATURAL: Wants A.T. Massey to Produce Lease Documents
-------------------------------------------------------------
Horizon Natural Resources Company and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Kentucky,
Ashland Division, for authority to conduct examination pursuant to
Rule 2004 of the Federal Rules of Bankruptcy Procedure.  The
Debtors want A.T. Massey Coal Company, Inc., to produce documents
that will clarify a disputed cure claim.

Pursuant to the Debtors' confirmed liquidation plan, leases
associated with sold assets were rejected.

Boone East Development Co. objected to the Debtors' proposed cure
amount for its rejected lease.  Boone asserted that the cure
amount should be $923,945.32.  The lessor also says minimum
surface royalties for 2002 and 2003 of $337,046 and $507,276
respectively, were not included in the proposed cure amount.

The Debtors disagree with Boone's asserted cure claim.

The lease that is the subject of Boone's cure claim was assigned
to A.T. Massey Coal Company, Inc.  The Debtors want to support its
objections to payment of minimum royalties whether additional
grounds exist to object to the disputed cure claim of Boone East.

A list of the documents the Debtors want A.T. Massey to produce is
available for free at:

     http://bankrupt.com/misc/Horizon_Rule2004-Lease.pdf

Headquartered in Ashland, Kentucky, Horizon Natural Resources
f/k/a AEI Resources Holding, is one of the United States' largest
producers of steam (bituminous) coal.  The Company filed for
chapter 11 protection on February 28, 2002 (Bankr. E.D. Ky. Case
No. 02-14261).  Ronald E. Gold, Esq., at Frost Brown Todd LLC,
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed over
$100 million in total assets and total debts.  On Sept. 16, 2005,
the Court confirmed the Debtors' Plan of Liquidation.


INSIGHT COMMS: Obtains Noteholders' Consent to Indenture Waiver
---------------------------------------------------------------
Insight Communications Company, Inc. (NASDAQ: ICCI) has
successfully completed its consent solicitation of holders of its
outstanding 12-1/4% senior discount notes due 2011 for a proposed
waiver of an indenture provision relating to its merger agreement
with Insight Acquisition Corp. and related transactions.

The concurrent consent solicitations by Insight Midwest, L.P. and
Insight Capital, Inc., 50% owned subsidiaries of Insight
Communications, in respect of their 9-3/4% senior notes due 2009
and 10-1/2% senior notes due 2010, with respect to the waiver of a
substantially similar provision in each indenture governing those
notes, also have been successfully completed.

The solicitations of consents commenced on September 28, 2005, and
expired at 5:00 p.m., New York City time, on October 12, 2005.

A majority of the aggregate principal amount of each series of
notes consented to the proposed waivers.  Insight Communications
will pay consenting holders 0.125% of the accreted value of their
12-1/4% notes on the consent payment date and 0.125% of the
principal amount of their Insight Midwest notes on the consent
payment date, subject to the terms and conditions of the
solicitations, which conditions include consummation of the merger
with Insight Acquisition Corp.

J.P. Morgan Securities Inc. and Banc of America Securities LLC
were the consent solicitation agents.

Insight Communications (NASDAQ: ICCI) is the 9th largest cable
operator in the United States, serving approximately 1.3 million
customers in the four contiguous states of Illinois, Indiana,
Ohio, and Kentucky.  Insight specializes in offering bundled,
state-of-the-art services in mid-sized communities, delivering
analog and digital video, high-speed Internet, and voice telephony
in selected markets to its customers.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Fitch Ratings has affirmed the 'B+' Issuer Default Rating and the
Stable Rating Outlook assigned to Insight Communications Company,
Inc.

Specifically, Fitch affirms the 'BB+' senior secured rating and
'R1' Recovery Rating assigned to Insight Midwest Holdings, LLC's
senior secured credit facility, and the 'B+' senior unsecured debt
rating and 'R4' Recovery Rating assigned to the senior unsecured
notes issued by Insight Midwest, LP.  Also, Fitch affirms the
'CCC+' senior unsecured rating and 'R6' Recovery Rating assigned
to ICCI's senior discount notes.  Approximately $2.8 billion of
debt is affected by Fitch's action.

As reported in the Troubled Company Reporter on July 12, 2005,
Standard & Poor's Ratings Services revised its outlook on New York
City, New York-based cable TV operator Insight Midwest L.P. to
stable from negative.  At the same time, Standard & Poor's
affirmed its ratings on Insight Midwest, including the 'BB-'
corporate credit rating. Standard & Poor's also assigned its 'BB-'
rating to intermediate holding company Insight Midwest Holdings
LLC's new $1.108 billion term loan C due December 2009.  Proceeds
from the new bank loan will be used to repay the previous term
loan B facility.


IVOW INC: Completed 1-for-10 Reverse Stock Split on Oct. 10
-----------------------------------------------------------
The Board of Directors for iVOW, Inc. (Nasdaq: IVOW) has
determined that it is in the best interests of the Company and its
stockholders to effect a one-for-ten reverse stock split of iVOW's
common stock.  The reverse stock split took effect after the close
of trading on Oct. 10, 2005.  iVOW's common stock began trading,
as adjusted for the reverse stock split, on Tuesday, Oct. 11,
2005.

As a result of the reverse stock split, each 10 shares of common
stock will be exchanged for one share of common stock, and the
total number of shares outstanding will be reduced from
approximately 21.2 million shares to approximately 2.1 million
shares.  Stockholders will receive cash in lieu of iVOW common
stock for any fraction of a share that the stockholder would
otherwise be entitled to receive as a result of the reverse stock
split.

iVOW's common stock will trade under the symbol "IVOWD" for 20
trading days beginning on Oct. 11, 2005, to designate that it is
trading on a post-reverse split basis.  The common stock will
resume trading under the symbol "IVOW" after the 20-day period
(i.e., Nov. 8, 2005).

At a special meeting of stockholders held on July 19, 2005, the
Company's stockholders granted authority to the Board of Directors
to file an amendment to the Company's existing Certificate of
Incorporation to effect the reverse stock split.

"The Board of Directors authorized the reverse stock split to
assist our efforts to maintain compliance with the continued
listing requirements of the Nasdaq Capital Market," said Dr.
Michael Owens, President and CEO of iVOW.  "Following the
announcement of our plans to acquire Sound Health Solutions
earlier today, we are optimistic about the opportunities we have
to grow the business through our combined medical and surgical
models for the treatment of obesity, and believe it is important
for both the Company and our stockholders to maintain our listing
on the Nasdaq Capital Market."

iVOW, Inc. -- http://www.ivow.com/-- f/k/a Vista Medical
Technologies, Inc., is focused exclusively on the disease state
management of chronic and morbid obesity.  They provide program
management, operational consulting and clinical training services
to physicians and hospitals involved in the medical and surgical
treatment of morbidly obese patients.  They also provide
specialized vitamins to patients who have undergone obesity
surgery.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
J. H. Cohn LLP says there's substantial doubt about iVOW, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended Dec. 31,
2004.

As of Dec. 31, 2004, the Company had an accumulated deficit, and
management believes that the Company will require additional
financing to fund its operations beyond June 2005.  Management
isn't sure that such financing will be available.

At Dec. 31, 2004, the Company had cash and cash equivalents of
$1.97 million.


JAMESTOWN HOUSING: S&P Pares Revenue Bond Rating to B from BB
-------------------------------------------------------------
Standard & Poor's Rating Services lowered its rating on Jamestown
Housing Authority, N.Y.'s $2.66 million Section 8 assisted
mortgage revenue -- Bradmar Village Apartments -- series 1994
bonds to 'B' from 'BB'.  The outlook is stable.  The bonds are
secured by a Section 8 subsidized mortgage loan, which is
coterminous with the bond maturity in 2010.

"The stable outlook reflects the project's ability to perform at
this 'B' rating level," said Standard & Poor's credit analyst
Renee Berson.  She added: "It is unlikely that the financial
performance of the project will change in the near future.  The
likelihood of the property receiving rental increases is remote
due to the rent being above the Fair Market Rent and given the
condition of the property.  The expenses are not expected to
decline, limiting the ability of the debt service coverage to
increase."

The 'B' rating reflects the continued decline in debt service
coverage to below 1.0x maximum annual debt service; contract rents
above the FMR, making the project susceptible to rent freezes; no
rental increase since 1995; and increasing annual expenses.

Offsetting these weaknesses are strong occupancy, which is in line
with other Section 8 properties and Debt Service Reserve Fund
fully funded at 12 months maximum annual debt service funded at 12
months' MADS.

The project's debt service coverage has declined continuously over
the years.  The latest audited financial results for the year
ended Sept. 31, 2004, indicate that the debt service coverage
declined to 0.84x MADS from 0.86x in 2003.  However, the year-to-
date financial statement as of July 31, 2005, reflects a slight
improvement in the debt service coverage ratio.

Standard & Poor's reviews these bonds on an annual basis.

Bradmar Village Apartments is a 100-unit garden-style family
property, of which 99 units are subsidized.


JETBLUE AIRWAYS: Fitch Puts B- Rating on Convertible Notes
----------------------------------------------------------
Fitch Ratings has initiated coverage of JetBlue Airways Corp. with
the assignment of an issuer default rating of 'B+'.  Fitch is also
assigning a senior unsecured rating of 'B-' and a recovery rating
of 'R6' to JetBlue's convertible notes.  The unsecured rating
applies to approximately $425 million of outstanding debt
obligations.  The Rating Outlook for JetBlue is 'Stable'.

Ratings for JetBlue reflect the low-cost carrier's demonstrated
ability to generate industry-leading profit margins and
substantial operating cash flow during a period of extreme stress
in the U.S. airline industry.  These factors are offset by the
carrier's highly leveraged capital structure and heavy capital
spending commitments tied to fleet expansion over the next few
years.

Since 2001, JetBlue has reported 18 consecutive quarters of
profitability and led all U.S. carriers in profit margin
performance during 2004.  Extreme fuel cost pressure is
undermining margins and cash flow generation in 2005, but JetBlue
remains well positioned to exploit its low cost structure to gain
domestic market share as the U.S. legacy carriers pull back
scheduled capacity.

Despite its high leverage, JetBlue retains sufficient flexibility
in its financial profile to weather an extended period of extreme
fuel cost pressure and the inevitable industry restructuring that
will ensue in such a scenario.  Although capital has poured into
the industry over the last four years to shore up liquidity and
fund operating losses at the distressed airlines, capacity is
gradually coming out of the domestic system and is generally
lifting average fares and unit revenue at a time when jet fuel
prices are soaring.  This is likely to offset some of the cash
flow pressure that JetBlue and the other carriers would face in
2006 should jet fuel prices remain at or above their current
levels.  Moreover, JetBlue has adequate cash on hand -- 562
million in unrestricted cash and short-term investments at June
30, 2005 -- and extensive access to the capital markets to cope
with a prolonged downturn in its operating performance.

The spike in jet fuel prices, seen since the Gulf Coast hurricanes
disrupted refined products supply, has put the entire industry
under renewed cash flow pressure.  As of June 30, 2005, JetBlue
had 20% of fuel purchases for the second half of this year hedged
at crude oil prices of just under $30 per barrel.  However, like
most other U.S. airlines (excluding Southwest), JetBlue has no
material fuel price hedge in place for 2006.  As a result, the
carrier faces the risk of reduced operating cash flow generation
over the next several quarters.  Fuel costs represented 29% of
total operating expenses in the second quarter - up from 21% in
second quarter 2004 -- and the carrier paid 55% more per gallon
for fuel in the second quarter than it did in the year-earlier
period.  Fitch estimates that a 10-cent change in the price of jet
fuel would lead to a change of approximately $40 million in
operating income during 2006.

The follow-on effects of an extended high energy cost scenario,
however, could bolster JetBlue's market share position and support
unit revenue growth by accelerating the process of legacy carrier
down-sizing.  The September bankruptcy filings of Delta and
Northwest, together with the potential liquidation of Independence
Air, will likely lead to substantial domestic schedule cuts and
some moderation of the industry overcapacity problem beginning
this winter.

Low costs and high levels of aircraft utilization lie at the heart
of the JetBlue operating model, and non-fuel cost per available
seat mile levels are expected to remain very competitive over the
next few years.  For the second quarter, fuel-neutralized CASM
increased by 3.0% to 6.08 cents.  Although a maturing Airbus A320
fleet will drive higher unit maintenance costs in future periods,
unit labor rates are not expected to move significantly higher as
the company grows.  Importantly, JetBlue's workforce is not
unionized, and the company has no defined benefit pension plans.
The introduction of new, 100-seat Embraer E190 jets will tend to
pressure unit costs in future periods, but offsetting revenue per
available seat mile (RASM) improvement is expected on E190 routes
as passenger yields improve.

With respect to revenue performance, strong demand patterns, and
better pricing have been translated into improved unit revenue
results.  In the second quarter, passenger yields grew by 2.1%
year-over-year and RASM was better by 5.9%.  These results were
achieved even with 25.5% growth in scheduled capacity.  The
airline appears well positioned to deliver continued RASM growth
through the remainder of 2005 and into 2006 as other carriers
reduce domestic available seat mile capacity.

JetBlue's RASM performance will also be helped over time by the
launch of the 100-seat E190 jet.  The airline has announced plans
to deploy these aircraft in less dense, medium-sized New York and
Boston markets where considerable low-fare demand stimulation can
take place.  Following the introduction of the E190 this quarter,
JetBlue expects to have 26 E190s in service by the end of next
year.

The rapid growth of the A320 and E190 fleets will continue to
drive substantial capital spending needs in 2006 and beyond.  The
airline is scheduled to take delivery of 17 A320s and 18 E190s
next year.  Estimated 2006 capital spending in excess of $1
billion will exceed net cash from operations by a wide margin and
drive secured debt levels higher.  As a result, recovery prospects
for unsecured convertible bondholders will be reduced further.
Fitch's 'R6' recovery rating on JetBlue's two convertible issues
reflects the fact that virtually all enterprise value in a default
scenario would be allocated to meet secured claims -- notably
enhanced equipment trust certificates and other aircraft-backed
obligations.

As of June 30, 2005, JetBlue reported $1.99 billion of debt on its
balance sheet, and it had substantial lease commitments for 25
A320s.   On an LTM basis, total aircraft and facilities lease
expense stood at an estimated $120 million as of June 30, 2005.
Most of JetBlue's debt is secured by A320 aircraft via EETCs and
other aircraft-backed notes.  Total secured debt of $1.6 billion
is expected to move higher as new debt-financed aircraft enter the
fleet.

Without a bank credit facility in place, liquidity adequacy could
become an issue if the openness of the capital markets is
compromised.  JetBlue has virtually no unencumbered assets, and is
therefore reliant on the debt and equity markets to retain strong
liquidity should a larger fuel or demand shock destabilize the
industry further.  As a large customer of both Airbus and Embraer,
however, JetBlue would likely be in a position to cut fleet
capital spending and extend aircraft deliveries if such a shock
were to occur.


K-SEA TRANSPO: S&P Rates Proposed $150M Senior Unsec. Notes at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to K-Sea Transportation Partners L.P. At the same
time, Standard & Poor's assigned its 'B+' rating to the company's
proposed $150 million senior unsecured notes due 2012.  The notes
are being co-issued by K-Sea Transportation Finance Corp., a
wholly owned subsidiary of K-Sea Transportation Partners L.P.
Proceeds from the notes offering are expected to be used to
finance the acquisition of Sea Coast Towing Inc. -- a West Coast
provider of marine transportation for the oil industry -- and to
refinance existing debt.  Following the acquisition of Sea Coast,
Staten Island, N.Y.-based K-Sea Transportation will have
approximately $190 million in lease-adjusted debt.  The outlook is
stable.

"The ratings on K-Sea reflect its aggressive financial profile,
limited free cash flow after partnership distributions, and the
company's aggressive growth strategy," said Standard & Poor's
credit analyst Eric Ballantine.

In addition, the company competes in the highly fragmented and the
capital-intensive shipping industry.  Partly mitigating these
concerns are the company's relatively solid market position --
which improves as a result of the Sea Coast acquisition -- a
significant fixed-rate business that helps stabilize its cash
flows, and a significant number of double-hulled vessels.  In
addition, K-Sea operates under the Jones Act, which requires cargo
shipments between U.S. ports to be carried on U.S.-built vessels
registered in the U.S. and crewed by U.S. citizens.  The Jones Act
provides a barrier to entry by prohibiting direct competition from
foreign-flagged vessels.

K-Sea Transportation is a leading provider of marine
transportation for refined petroleum in the Eastern U.S and Gulf
Coast.  The company has 44 tank barges, 2 tankers, and 25
tugboats, with over 2.6 million-barrel capacities.  Approximately
75% of its revenue is based on long-term contracts.  Upon
completion of the Sea Coast acquisition, K-Sea will have over 3.3
million barrels of capacity and will be one of the largest
coastwise tank barge operators in the U.S.  K-Sea transports both
clean and black petroleum product.

K-Sea operates under the Jones Act and the Oil Pollution Act of
1990, which requires the phase-out of non-double-hulled tankers
carrying petroleum products entering U.S. ports by 2015.  Over 70%
of K-Sea's vessels have double hulls, compared with the industry
average of approximately 40%. Several of K-Sea's vessels are not
double-hulled and face mandatory phase-out under OPA 90 by 2015.
Standard & Poor's expects K-Sea to either retire or retrofit these
vessels.

Cash generation is expected to remain good over the near term.  An
outlook change to positive is not expected, as significant
improvement to the credit profile will be restricted by the
company's commitment to distribute a majority of its cash flow
after committed capital expenditures and drydocking costs to
unitholders under the MLP structure.  An outlook revision to
negative is also not expected, as solid demand for the company's
vessels, combined with a good percentage of fixed-rate business,
should keep cash flows relatively steady.


KRISPY KREME: Franchisee Files Chapter 11 Petition in Delaware
--------------------------------------------------------------
Freedom Rings, LLC, Krispy Kreme Doughnuts, Inc.'s majority-owned
subsidiary and franchisee partner in the Philadelphia region, has
filed a voluntary petition for Chapter 11 bankruptcy with the U.S.
Bankruptcy Court for the District of Delaware.  In connection with
this petition, Krispy Kreme Doughnut Corporation has agreed to
provide funding to Freedom Rings during the restructuring process.

"This is a difficult but necessary process for Freedom Rings and
we believe it is in the best interest of the Krispy Kreme brand in
the Philadelphia region in the long term," said Steve Cooper,
Chief Executive Officer for Krispy Kreme Doughnuts, Inc.  "We
believe that this process allows us to continue to serve our
customers in the Philadelphia region while simultaneously
restructuring our local operations."

Prior to the filing, Krispy Kreme, which previously owned 70% of
Freedom Rings, acquired the 30% minority interest for a nominal
consideration.

Freedom Rings owes Krispy Kreme approximately $24.1 million which,
excluding lease obligations, constitutes substantially all of its
indebtedness.  To date, for financial reporting purposes, amounts
owed by Freedom Rings to Krispy Kreme have been eliminated in
consolidation.  As a result of the bankruptcy filing, Krispy Kreme
expects to deconsolidate Freedom Rings.  As part of its previously
announced review of the financial difficulties of certain of its
franchisees, Krispy Kreme will determine the amount of impairment
charge necessary in connection with Freedom Rings.

Headquartered in Winston-Salem, North Carolina, Freedom Rings
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. Del. Case No. 05-14268).  M.
Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew Barry
Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP, represent 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.

KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings.  The Monitor
is attempting to sell the KremeKo business.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme --
http://www.krispykreme.com/-- is a leading branded specialty
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed.  Krispy Kreme currently operates
approximately 400 stores in 45 U.S. states, Australia, Canada,
Mexico, the Republic of South Korea and the United Kingdom.

                        *     *     *

                   Financial Restatements

As reported in the Troubled Company Reporter on Aug. 12, 2005, the
Special Committee of the Board of Directors completed a 10-month
independent investigation into Krispy Kreme's corporate
governance, compliance and internal controls.

A full-text copy of the Special Committee's Summary of Independent
Investigation is available for free at:

           http://ResearchArchives.com/t/s?bd

The Company is also working to complete its financial restatement,
as well as the preparation of its annual financial statements for
the fiscal year ended Jan. 31, 2005.

The adjustments are currently expected to have the effect of
decreasing pre-tax income for periods through the third quarter of
fiscal 2005 by an estimated cumulative $25.6 million.  The
adjustments are currently estimated to decrease pre-tax income by
$1.1 million, $1.9 million, $2.1 million, $13.9 million and
$3.2 million for fiscal 2001, 2002, 2003 and 2004 and the first
nine months of fiscal 2005, respectively, as well as by
$3.4 million for periods prior to fiscal 2001.  The estimates
remain subject to revision and the results of the audit of the
Company's annual financial statements.

                      Material Weakness

Although the Company has not yet completed its assessment of
internal control over financial reporting, management has
concluded that material weaknesses existed as of Jan. 30, 2005.

A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.  The
material weaknesses identified to date relate to four broad
internal control issues:

    * The Company failed to maintain an effective control
      environment, including failure of former senior management
      to set the appropriate tone at the top of the organization
      and to ensure adequate controls were designed and operating
      effectively

    * The Company failed to maintain a sufficient complement of
      personnel with a level of accounting knowledge, experience
      and training in the application of generally accepted
      accounting principles commensurate with the Company's
      financial reporting requirements and the complexity of the
      Company's operations and transactions

    * The Company failed to maintain effective controls over the
      documentation and analysis of acquisitions to ensure they
      were accounted for in accordance with GAAP

    * The Company failed to maintain effective controls over the
      selection and application of accounting policies related to
      leases and leasehold improvements to ensure they were
      accounted for in accordance with GAAP

Because management has not completed its testing and evaluation of
the Company's internal control over financial reporting and its
evaluation of the control deficiencies identified to date, the
Company may identify additional material weaknesses.  Based on the
material weaknesses identified to date, management believes it
will conclude in "Management's Report on Internal Control over
Financial Reporting" in its fiscal 2005 Form 10-K that the
Company's internal control over financial reporting was not
effective as of January 30, 2005.  Also, as a result of these
material weaknesses, management believes that the report of the
Company's independent registered public accounting firm will
contain an adverse opinion with respect to the effectiveness of
the Company's internal control over financial reporting as of
January 30, 2005.  The Company plans to provide a more detailed
description of material weaknesses, including its plan for
remediating such weaknesses, in its annual report on Form 10-K for
fiscal 2005.


KUECKER EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Kuecker Equipment Co., Inc.
        323 Main Street
        Belton, Missouri 64012
        Tel: (816) 331-7070

Bankruptcy Case No.: 05-49715

Type of Business: The Debtor designs, installs, and manufactures
                  metal products for structural, shelving, and
                  rack uses.

Chapter 11 Petition Date: October 14, 2005

Court: Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Jonathan A. Margolies, Esq.
                  McDowell, Rice, Smith & Buchanan PC
                  605 West 47th Street, Suite 350
                  Kansas City, Missouri 64112-1905
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996

Estimated Assets: Not Provided

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Tom Garvey                               $2,331,336
   c/o Robert Schultz
   Schultz & Little, LLP
   640 Cepi Drive, Suite A
   Chesterfield, MO 63005-1221

   The Buschman Co.                           $470,334
   P.O. Box 60627
   Charlotte, NC 28260-0627

   Truline Wire Guidance Installation, Inc.    $22,876
   7095 Shaffer Drive
   Downs, IL 61736

   Installation Services                       $19,500

   R/S Electric Corporation                    $18,334

   Sun Capital, Inc.                           $15,300

   Cirrus Tech, Inc.                           $15,000

   Accu-Sort Systems, Inc.                     $12,731

   Intelligent Packing Systems                 $12,382

   Autostak Systems, Inc.                       $9,195

   Air Technical Industries                     $7,733

   Bruhl Electric, LLC                          $7,426

   Inventory Sales Company                      $5,223

   Labor Ready Northeast, Inc.                  $4,324

   Automated Conveyer Systems, Inc.             $3,962

   Manpower KC/Chicago                          $3,927

   Transnorm System, Inc.                       $3,731

   Intelligent Systems, LLC                     $3,190

   Modern Equipment Company, Inc.               $2,100

   Lift, Inc.                                   $2,014


LA RISA: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------
Debtor: La Risa Development Co., LLC.
        2424 Curlew Road
        Palm Harbor, Florida 34683

Bankruptcy Case No.: 05-25090

Type of Business: The Debtor has purchased six lots near the
                  Bay Esplandade on Clearwater Beach and has
                  developed the property to construct
                  condominiums.

Chapter 11 Petition Date: October 13, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  Buddy D. Ford, P.A.
                  115 North MacDill Avenue
                  Tampa, Florida 33609
                  Tel: (813) 877-4669

Total Assets: $12,443,000

Total Debts:   $6,167,286

Debtor's 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Virginia B. Franks               Note                   $315,000
4 Belleview Boulevard
Apartment 102
Bellaire, FL 33756

Julie Gunn                       Executory contract     $185,000
6740 Ridgewood Avenue
Cocoa Beach, FL 32931

Robert L. Flynt                  Unpaid development     $158,191
2424 Curlew Road                 fees
Palm Harbor, FL 34683

Plan A Ventures, LLC             Executory contract     $122,530
14201 Banbury Way
Tampa, FL 33624

Helen Biddle                     Executory contract     $105,000
1620 Oak Hill Trail
Kissimmee, FL 34747

Virginia B. Franks Trust         Executory contract      $92,500
4 Belleview Boulevard
Apartmnet 102
Clearwater, FL 33756

EEI Properties, Inc.             Executory contract      $81,350
6527 Hutchison Road
Odessa, FL 33556

Nighat Naseer                    Executory contract      $71,357
9600 SW 122 Avenue
Miami, FL 33186

Ronald E. Plymale                Loan                    $70,000
495 South High Street
Columbus, OH 43215

The Formula, Inc.                Executory contract      $40,399
10234 SW 26th Street
Fort Lauderdale, FL 33324

Brenda & George Williams         Executory contract      $40,314
2686 Edgewater Court
Fort Lauderdale, FL 33332

Anthony L. Johnson               Executory contract      $37,338
100 South Birch Road, #1603
Fort Lauderdale, FL 33316

Ellen J. Diamond                 Executory contract      $36,588
4110 Georges Way
Boca Raton, FL 33434

T.I.B.T. Corp                    Executory contract      $33,307
3350 SW 137th Avenue
Hollywood, FL 33027

Roger A. Knauf                   Executory contract      $10,000
671 Woodreidge Drive
Chaska, MN 55318


LEVITZ HOME: Judge Lifland Approves Joint Administration of Cases
-----------------------------------------------------------------
Levitz Home Furnishings, Inc., and 12 of its direct and indirect
subsidiaries seek joint administration of their bankruptcy cases
for procedural purposes only.

Joint administration will eliminate the need for duplicative
notices, applications, and orders, thereby saving the Debtors
from time and expense that would otherwise be far too burdensome
on the Debtors' estates, David G. Heiman, Esq., at Jones Day, in
Cleveland, Ohio, explains.  The Court also will be relieved of
the burden of entering duplicative orders and maintaining
redundant files in thousands of cases.  Joint administration will
also simplify supervision of the administrative aspects of the
Chapter 11 cases by the Office of the United States Trustee.

Mr. Heiman clarifies that the Debtors are not seeking substantive
consolidation of their cases.  Hence, the rights of creditors
will not be adversely affected, Mr. Heiman says.  Each creditor
may still file its claim against a particular estate.

The Honorable the Honorable Burton R. Lifland of the U.S.
Bankruptcy Court for the Southern District of New York approved
the Debtors' request.  Judge Lifland directs that all pleadings
and papers filed in the Debtors' cases be captioned:

  UNITED STATES BANKRUPTCY COURT
  SOUTHERN DISTRICT OF NEW YORK
  ---------------------------------------x
                                         :
  In re                                  : Chapter 11
                                         :
  Levitz Home Furnishings, Inc., et al., : Case No. 05-45189 (BRL)
                                         :
                            Debtors.     : (Jointly Administered)
                                         :
  ---------------------------------------x

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Judge Lifland Permits Interim Use of Cash Collateral
-----------------------------------------------------------------
Prior to the Petition Date, Levitz Home Furnishings, Inc., and its
debtor-affiliates had obtained two primary forms of secured
financing:

   (a) Pre-Petition Credit Agreement

       Levitz Furniture, LLC, and Seaman Furniture Company, Inc.,
       were borrowers under an Amended and Restated Credit
       Agreement dated as of May 20, 2005.  General Electric
       Capital Corporation served as agent, Fleet Retail Group,
       LLC, served as documentation agent, and Wells Fargo Retail
       Finance, LLC, served as syndication agent for a consortium
       of financial institutions.

   (b) Pre-Petition Secured Indenture

       LHFI entered into an Indenture dated as of November 9,
       2004, with Wells Fargo Bank National Association as
       trustee and collateral agent, who was subsequently
       replaced by U.S. Bank National Association, pursuant to
       which LHFI issued 12% Senior Secured Class A Notes due
       2011 and 15% Senior Secured Class B Notes due 2011.

To secured their obligations, the Debtors grants liens and
security interests to the lenders and agents, in substantially
all of their assets.

As of October 6, 2005, the Debtors had outstanding borrowings
under the Pre-Petition Credit Agreement of $55,266,212.

As of the Petition Date, the Debtors had outstanding borrowings
under the Senior Secured Indenture of $130,000,000.

In the months before the Petition Date, the Debtors used
borrowings under the Credit Agreement to fund their working
capital needs.

The Debtors are now in dire need of cash to pay their insurance
policies, their employees, their landlords, and buy new furniture
from their vendors.

Because the Debtors filed for bankruptcy, absent court authority
pursuant to 11 U.S.C. Sec. 363(c), the Debtors can't touch their
lenders' cash collateral.

The Debtors must use the Cash Collateral to continue operating
their business, according to Coleen Colreavy, the company's chief
financial officer.

The Debtors propose to provide replacement liens as adequate
protection in connection with their use of the cash collateral.

                        *     *     *

At a hearing in Manhattan on Oct. 13, 2005, the Honorable Burton
R. Lifland of the U.S. Bankruptcy Court for the Southern District
of New York permitted the Debtors on an interim basis to use their
prepetition lenders' cash collateral in accordance with a budget
introduced into evidence at the Interim Hearing.  Judge Lifland
didn't send his copy to the file room for public access.

The Debtors will use the Cash Collateral to meet their payroll
obligations and pay expenses essential to the preservation of
their estates.

To the extent that their prepetition lenders' interest in the
Cash Collateral, the Debtors will provide adequate protection in
the form of additional and replacement security interests and
liens.

The Court will convene a final cash collateral hearing on
November 8, 2005, at 10:00 a.m.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Judge Lifland Permits Access to $80 Mil. of DIP Loans
------------------------------------------------------------------
Without immediate access to fresh financing, Levitz Home
Furnishings, Inc., and its debtor-affiliates say that they
will be forced to cease business operations.  "This cessation of
operations would likely destroy the going-concern value of the
Debtors' businesses and result in it being impossible for
administrative or unsecured creditors to experience any
meaningful recovery in [the Debtors'] cases," Coleen Colreavy,
Levitz's chief financial officer, relates.

The Debtors surveyed various sources of postpetition financing.
No entity the Debtors contacted was willing to provide
postpetition financing on an unsecured basis.  The Debtors
ultimately selected a financing proposal made by General
Electric Capital Corporation and Prentice Capital Management,
LP.

These negotiations culminated in an agreement under which the DIP
Lenders will provide postpetition financing to the Debtors.

The salient terms of the DIP Credit Agreement are:

   Borrowers:     Levitz Furniture and Seaman Furniture

   Guarantors:    Each of the other Debtors

   Administrative
   Agents:        GE Capital as DIP Agent and PCM as Tranche C
                  Agent

   Loan Amount:   The DIP Credit Facility will consist of:

                     (i) a $60,000,000 senior revolving credit
                         facility, which includes:

                            (A) a sublimit for letters of credit
                                of up to $5,000,000, and

                            (B) a sublimit for swingline loans of
                                $10,000,000;

                    (ii) a $20,000,000 senior Tranche B term
                         loan; and

                   (iii) a $25,000,000 senior Tranche C facility,
                         to be provided by PCM or its assigns.

                  The DIP Term Loan, the outstanding DIP
                  Revolving Loans and $15,000,000 of the Tranche
                  C DIP Facility will be available on an interim
                  basis.  The remaining $10,000,000 of the
                  Tranche C DIP Facility will be available upon
                  entry of a Final Order.

   Maturity Date: The DIP Facility matures on the earliest of
                  July 11, 2006, the effective date of a Chapter
                  11 plan for any of the Debtors, or consummation
                  of a sale of all or substantially all of the
                  Debtors' assets.

   Priority and
   Liens:         Subject to the Carve-Out, all amounts owed
                  under the DIP Credit Facility, will:

                     (i) be administrative claims entitled to
                         superiority administrative claim status;
                         and

                    (ii) be secured by first priority,
                         continuing, valid, binding, enforceable,
                         non-avoidable, and automatically
                         perfected postpetition security
                         interests in and liens, senior and
                         superior in priority to all other
                         secured and unsecured creditors of the
                         Debtors' estates, provided, however,
                         that those liens will be subject to
                         Prior Liens, and the liens of the Senior
                         Noteholders in any Pre-Petition
                         Indenture Collateral.

   Carve-Out:.    The DIP Lenders agree to a $1,000,000 carve-out
                  from their lien to permit payment of fees owed
                  to the professionals, the U.S. Trustee and the
                  bankruptcy court clerk.

   Pre-Petition
   Agent's
   Consent to
   Priming Liens: The Pre-Petition Agent has consented and agreed
                  to the priming of its liens in the Pre-Petition
                  Credit Collateral.

   DIP Lenders'
   Consent to
   Pre-Petition
   Agent's
   Subordinated
   Lien:          The DIP Lenders have agreed that the
                  subordinated and junior lien in favor of the
                  Pre-Petition Agent upon the Pre-Petition Credit
                  Collateral is a permitted lien under the DIP
                  Credit Agreement.

   Repayment and
   Termination of
   Pre-Petition
   Debt; Adequate
   Protection:    As adequate protection in connection with the
                  priming of the Pre-Petition Agent's Liens:

                     (i) the Debtors will use a portion of the
                         proceeds from the DIP Facility to repay
                         the Pre-Petition Lender Debt in full;
                         and

                    (ii) the Pre-Petition Agent will continue to
                         hold Pre-Petition Agent Junior Liens on
                         Pre-Petition Credit Collateral, which
                         liens will be junior and subordinate in
                         right of payment to all Obligations
                         under the DIP Credit Agreement.

   Interest Rate: The Debtors will pay interest monthly in
                  arrears on the DIP Loan at a rate equal to:

                     (i) for DIP Revolving Loans which constitute
                         swingline loans an interest rate equal
                         to, at the borrower's option, either:

                            (A) the base rate on corporate loans
                                quoted by at least 75% of the
                                nation's 30 largest banks plus
                                1.50%, or

                            (B) the offered rate for the
                                applicable LIBOR Period on
                                Telerate Page 3750 divided by a
                                number equal to 1.0 minus the
                                aggregate of the rates of reserve
                                requirements in effect two LIBOR
                                Business Days prior to the
                                beginning of that LIBOR Period
                                for Eurocurrency funding plus
                                3.25%;

                    (ii) for DIP Revolving Loans which are
                         included in the letter of credit
                         facility, 3.25% plus the applicable Base
                         Rate or LIBOR Rate;

                   (iii) for the DIP Term Loan, the applicable
                         LIBOR Rate plus 6.00%; and

                    (iv) 20% for loans under the Tranche C DIP
                         Facility.

                  The relevant Applicable Margins are:

                  Applicable Revolver Index Margin         1.50%
                  Applicable Revolver LIBOR Margin         3.25%
                  Applicable Tranche B Loan LIBOR Margin   6.00%
                  Applicable L/C Margin                    2.00%
                  Applicable Unused Line Fee Margin       0.375%

   Fees:          The Debtors are required to pay:

                     (i) to GE Capital a revolving credit
                         facility closing fee equal to $225,000
                         and a $200,000 Tranche B loan closing
                         fee;

                    (ii) to PCM a $750,000 commitment fee;

                   (iii) to PCM a $750,000 facility fee;

                    (iv) to GE Capital an administrative agent
                         fee equal to $50,000;

                     (v) an unused facility fee on the Tranche C
                         DIP Facility of 5.00% per annum; and

                    (vi) $1,000,000 expense deposit to cover the
                         reimbursement of reasonable out-of-
                         pocket expenses of the Administrative
                         Agent and PCM.

   Purpose:       The Borrowers are authorized to borrow the DIP
                  Loan under the DIP Credit Facility solely for:

                     (a) the repayment in full of the
                         Pre-Petition Debt on Oct. 12, 2005,
                         subject to disgorgement in connection
                         with a successful lien challenge;

                     (b) working capital and letters of credit;

                     (c) other general corporate purposes of the
                         Borrowers, including payment of
                         prepetition sales tax;

                     (d) payment of the costs of administration;

                     (e) payment of fees and amounts due under
                         the DIP Credit Agreement; and

                     (f) payment of prepetition obligations as
                         the Court will allow.

   Closing Date:  October 12, 2005.

Pursuant to the DIP Credit Agreement, the Debtors will seek
Bankruptcy Court approval to employ:

   (a) The Blackstone Group, LP as restructuring advisers and
       Alix Partners LLC as business consultants and crisis
       managers; and

   (b) Paul Traub's Asset Disposition Group to assist with the
       marketing and liquidation of the Inventory Collateral.

The Lenders require the Debtors to negotiate in good faith
towards a purchase agreement with Prentice on or before
October 31, 2005, in a form satisfactory to the Lenders.

Prentice will, subject to the approval of the Bankruptcy Court,
purchase substantially all of the Debtors' assets under Section
363 of the Bankruptcy Code.  The Debtors will prepare bid
packages with respect to the liquidation of the full chain of
store locations.

A full-text copy of the 155-page DIP Credit Agreement is
available for free at:

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

According to Ms. Colreavy, the proposed DIP Credit Facility will
provide adequate funds to insure the proper administration of the
Debtors' cases and therefore protects the value of the Debtors'
assets.  The DIP Credit Facility therefore meets the standard of
Section 364(c) of the Bankruptcy Code.

                         Interim Approval

The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York at a hearing on Oct. 13, 2005,
in Manhattan, authorized the Debtors to borrow under the DIP
Credit Agreement up to $80,000,000 composed of three facilities,
which may in aggregate principal amount exceed $80,000,000, but
under which availability will never exceed $80,000,000, including:

   (1) a senior revolving credit facility not to exceed
       $60,000,000 in aggregate principal amount, which includes:

          (i) a sublimit for letters of credit up to $30,000,000,
              and

         (ii) a sublimit for swingline loans up to $10,000,000 to
              be provided by the DIP Agent and the DIP Lenders,

   (2) a senior Tranche B term loan not to exceed $20,000,000 in
       aggregate principal amount, and

   (3) a senior Tranche C facility not to exceed $25,000,000 in
       aggregate principal amount; provided, however, the
       aggregate principal amount borrowed under the Tranche C
       DIP Facility during the Interim Period will not exceed
       $15,000,000 outstanding at any one time.

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

Judge Lifland will convene a Final DIP Financing Hearing on
November 8, 2005, at 10:00 a.m.

Objections, if any, must be filed and served not later than
November 4, 2005, to:

   (i) the Borrowers
       c/o Richard H. Engman, Esq.
       Jones Day
       222 E. 41st Street
       New York, NY 10017

       -- and --

       David Heiman, Esq.
       Jones Day
       901 Lakeside Ave.
       Cleveland, OH 44114

  (ii) the DIP Agent and the DIP Lenders
       c/o the DIP Agent's counsel
       Tina L. Brozman, Esq.
       Bingham McCutchen LLP
       399 Park Avenue
       New York, NY 10022

       Patrick J. Trostle, Esq.
       Bingham McCutchen LLP
       One State Street
       Hartford, CT 06103

       -- and --

       Robert A. J. Barry, Esq.
       Bingham McCutchen LLP
       150 Federal Street
       Boston, MA 02110

(iii) counsel for Prentice Capital Management, LP,
       as Tranche C Agent under the Tranche C DIP Facility
       D.J. Baker, Esq.
       Alexandra Margolis, Esq.
       Skadden, Arps, Slate, Meagher & Flom LLP
       Four Times Square
       New York, NY 10036-6522

  (iv) the United States Trustee's Office
       33 Whitehall Street, 21st Floor
       New York, New York 100040
       Attn: Greg W. Zipes, Esq.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ: Prepares for Rapid Sec. 363 Sale to Prentice Capital
------------------------------------------------------------
Levitz Home Furnishings, Inc., and its debtor-affiliates have
agreed to prepare bid packages with respect to the liquidation of
the retail furniture store chain within the next ten days and
negotiate in good faith to enter into a purchase agreement with
Prentice Capital Management LP on or before Oct. 31, 2005, that,
subject to higher and better offers under the auspices of the U.S.
Bankruptcy Court, provides for the sale of substantially all of
Levitz's assets to Prentice under Section 363 of the Bankruptcy
Code.  No proposed purchase price is disclosed in the papers
delivered to the U.S. Bankruptcy Court for the Southern District
of New York.

Levitz has said it will continue to operate its retail furniture
stores in the ordinary course of business while these negotiations
proceed.

Prentice Capital can be reached at:

     Prentice Capital Management, LP
     623 Fifth Avenue, 32nd Floor
     New York, NY 10022
     Attention: Michael Zimmerman

Prentice is represented by:

     Skadden, Arps, Slate, Meagher & Flom LLP
     Four Times Square
     New York, NY 10036-6522
     Attention: Peter J. Neckles, Esq.

Skadden Arps represented Levitz in its first chapter 11
restructuring.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.


LORAL SPACE: Sells Cyberstar's Shares & Claims to Sasani for $385K
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Loral Space & Communications Ltd. and its debtor-
affiliates' request for a private sale to Sasani Limited of:

   a) 50 ordinary shares of stock held by Cyberstar L.P., in
      Global Access Telecommunications Services South Africa
      Holdings (Pty) Ltd., and

   b) any claims that Cyberstar L.P., or any of its subsidiaries
      have against GA Holdings, free and clear of any liens,
      claims and encumbrances, pursuant to section 363(b), (f) and
      (m) of the Bankruptcy Code and Bankruptcy Rules 2002 and
      6004.

Cyberstar is a debtor-affiliate of Loral Space.  The Court
approved the asset sale on Sept. 30, 2005.

The Debtors explain that following good faith, arms-length
negotiations that have been ongoing since September 2003 between
them and Cyberstar, they entered into an Agreement for the Sale of
Shares and Claims, calling for the sale of Cyberstar's shares or
equity interests and claims in GA Holdings for a total amount of
$385,000.

The Debtors relate that a private sale of Cyberstar's equity
interest and claims in GA Holdings was appropriate because a
market for a minority interest in GA Holdings did not exist.

The Debtors determined that the purchase price of 385,000 paid by
Sasani under the Sale Agreement is fair value, reasonable and in
fact greater than could otherwise be obtained through a public
sale of the Equity Interest and Claims.

                 Summary of the Sale Agreement

The Sale Agreement states that:

   1) the Purchase Price of $385,000 is comprised of $56,000 for
      the equity interests and $329,000 for the claims;

   2) Sasani will assign and transfer all of its rights and
      obligations under the Sale Agreement to any company or other
      legal entity controlled or substantially controlled by
      Sasani, provided however, that Sasani must provide written
      notice Cyberstar and substituted purchaser must agree in
      writing to be bound to all the terms and conditions imposed
      on Sasani under the Sale Agreement; and

   3) all costs and taxes regarding the transfer and registration
      of the Shares by Cyberstar to Sasani, including all sales,
      stamp, documentary, use, filing, transfer and other taxes
      and fees will be borne by Sasani.

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.  As of
Dec. 31, 2004, the Company listed assets totaling approximately
$1.2 billion and liabilities totaling approximately $2.3 billion.
The Court confirmed the Debtors' chapter 11 Plan on Aug. 1, 2005.


MARKS PAPER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Marks Paper Company, Inc.
        P.O. Box 427
        Metairie, Louisiana 70001

Bankruptcy Case No.: 05-20537

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Allen Marks                                05-19960

Type of Business: The Debtor is the oldest family-owned
                  paper distributorship in Louisiana.
                  See http://www.markspaper.com/

Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtors' Counsel: Jan Marie Hayden, Esq.
                  Heller, Draper, Hayden, Patrick & Horn, L.L.C.
                  650 Poydras Street, Suite 2500
                  New Orleans, Louisiana 70130
                  Tel: (504) 581-9595
                  Fax: (504) 522-0949

                     - and -

                  T. Randolph Richardson, Esq.
                  1010 Common Street, Suite 300
                  New Orleans, Louisiana 70112
                  Tel: (504) 581-7070
                  Fax: (504) 581-7083

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Marks Paper Company, Inc.    $1 Million to       $1 Million to
                             $10 Million         $10 Million

Allen Marks                  $1 Million to       $1 Million to
                             $10 Million         $10 Million

The Debtors did not file lists of their 20 Largest Unsecured
Creditors.


MAYTAG CORP: Fitch Cuts Issuer Default Rating Two Notches to B+
---------------------------------------------------------------
Fitch Ratings has downgraded the issuer default rating of Maytag
Corp. to 'B+' from 'BB' and has assigned a recovery rating of 'R2'
to MYG's unsecured credit facility and its senior unsecured notes.
The existing 'BB' ratings on the unsecured credit facility and the
unsecured notes have not changed because of their superior
recovery prospects.

After completion of a new asset-based, senior secured facility,
which will replace the existing facility, Fitch expects to
withdraw its ratings on the existing facility and lower the rating
and recovery rating on MYG's senior unsecured notes to 'B+' and
'R4', respectively.

All ratings remain on Rating Watch Evolving, where they were
placed on July 19, 2005.  MYG's definitive merger agreement with
Whirlpool Corp. remains subject to Department of Justice and the
company's stockholder approvals.  On July 2, 2005, MYG had
approximately $976 million of notes outstanding.

   Fitch has lowered these ratings:

     -- IDR to 'B+' from 'BB'.

   Fitch also assigns these recovery ratings:

     -- $300 million revolving credit facility 'R2';
     -- Senior unsecured notes 'R2'.

   Expected rating actions by Fitch include:

     -- $300 million revolving credit facility - withdrawn;
     -- Senior unsecured notes to 'B+/R4'.

The downgrade primarily reflects a weaker operating performance
than Fitch had anticipated with MYG's statement that results for
the third quarter of 2005 and full year will be significantly
lower than the guidance previously provided, and MYG would report
a net loss in the third quarter before any restructuring charges -
- MYG reported $7.5 million of net income in the third quarter of
2004 including restructuring charges.  Contributing to these poor
results are high costs driven by high manufacturing overhead,
increasing distribution and fuel expenses, rising raw material
costs, and an unfavorable product pricing/mix, primarily in floor
care.

In addition, MYG will establish a new asset-based $600 million
five-year revolving credit facility secured by accounts receivable
and inventory of certain Maytag subsidiaries.  This will
subordinate the unsecured note holders and lessen their recovery
in a distressed situation.  The facility, which is unrated by
Fitch, will replace the current $300 million unsecured credit
facility and is expected to be completed early in the fourth
quarter of 2005.

A successful acquisition by Whirlpool Corp. could lead to a
ratings upgrade for MYG.  If the acquisition is not completed,
MYG's performance declines beyond current expectations, and/or the
position of unsecured note holders within the capital structure
weakens, MYG's ratings could fall further.  Fitch's current issuer
default rating on Whirlpool Corp. is 'BBB+', Rating Watch
Negative.  For additional information, see Fitch's press release
on Whirlpool Corp. dated Oct. 13, 2005 and available on the Fitch
Ratings web site at http://www.fitchratings.com/


MESABA AVIATION: Wants Access to MAIR's $35 Million DIP Facility
----------------------------------------------------------------
Mesaba Aviation, Inc., asks the U.S. Bankruptcy Court for the
District of Minnesota to approve its DIP credit facility with MAIR
Holdings.

John Spanjers, president and chief operating officer of Mesaba,
tells the Court that without access to financing, Mesaba will be
unable to meet its postpetition working capital needs and operate
its business in the normal course.

Mesaba engaged in good faith, extensive arm's-length negotiations
with MAIR Holdings, Inc., to put together a debtor-in-possession
financing facility that would provide the company with post-
petition working capital financing.  On October 12, 2005, Mesaba
and MAIR entered into a commitment letter.  MAIR Holdings agrees
to provide up to $35,000,000 in secured financing to Mesaba.
Mesaba agrees to pay the money back, pay fees, and abide by a
number of typical, but restrictive, covenants.

The DIP Credit Facility consists of:

   (1) a $15,000,000 Tranche A revolving credit facility
       (with a $6,000,000 sublimit to back standby letters
       of credit); and

   (2) a $20,000,000 Tranche B revolving facility.

Mr. Spanjers tells Judge Kishel, Mesaba has been unable to obtain
postpetition financing from any other lender on terms and
conditions more favorable than those set forth in the Commitment
Letter.

Mesaba also seeks permission to grant MAIR Holdings a first
priority lien on all of Mesaba's assets to secure its obligations
to MAIR under or with respect to the DIP Credit Facility.

The salient terms of the DIP Credit Facility are:

   Use of Proceeds:   Proceeds of the Loans will be used for
                      general corporate purposes, including
                      working capital and capital expenditures,
                      professional fees and other payments or
                      expenditures authorized by the Court, in
                      each instance, to the extant permitted
                      under the Agreement.

   Term:              Borrowings will be repaid in full, and the
                      Credit Facility will terminate, at the
                      earliest of:

                      * 18 months after the date of signing of
                        the Agreement -- the Maturity Date;

                      * the substantial consummation of a plan of
                        reorganization that is confirmed by the
                        Court pursuant to an order reasonably
                        satisfactory to MAIR; and

                      * the acceleration of the Loans and the
                        termination of the Credit Facility in
                        accordance with the Agreement.

   Letters
   of Credit:         Upon Mesaba's request, MAIR will cause
                      Letters of Credit to be issued for Mesaba's
                      account by Wells Fargo Bank, N.A. or
                      another bank, each of which will be
                      reasonably satisfactory to the Parties.
                      All Letters of Credit will expire no later
                      than 15 days prior to the Maturity Date.

   Closing Date:      Closing Date will occur promptly upon, but
                      no later than 10 days after, the entry of
                      the DIP Financing Order.

   Priority
   & Liens:           All borrowings and reimbursement
                      obligations under Letters of Credit and
                      other obligations with respect to the
                      Credit Facility, will at all times be:

                      * entitled to superpriority claim status;

                      * secured by a perfected first priority
                        lien on, among others, Mesaba's present
                        and future accounts receivable, customer
                        contracts, intercompany receivables,
                        spare parts inventory, routes, slots, QEC
                        kits, ground service equipment, flight
                        simulators, airport gate leaseholds, and
                        all their proceeds, and on all other
                        property that is not subject to valid,
                        perfected and non-avoidable liens as of
                        the Petition Date, and on all cash and
                        cash equivalents;

                      * secured by a perfected junior lien on all
                        tangible and intangible property of
                        Mesaba's estate that is subject to valid,
                        perfected and non-avoidable liens
                        existing as of the Petition Date or to
                        valid liens in existence at that time
                        that are perfected subsequent to the
                        Petition Date as permitted by Section
                        546(b) of the Bankruptcy Code.

   Carve-out:         MAIR agrees to a carve-out from its
                      superpriority lien to permit payment of up
                      to $1,500,000 to professionals retained by
                      the company and any official committees
                      plus all fees payable to the U.S. Trustee
                      or the Court Clerk pursuant to 28 U.S.C.
                      Sec. 1930

                      The Carve-Out may not be used in connection
                      with the investigation, initiation or
                      prosecution of any claims, causes of
                      action, adversary proceedings or other
                      litigation against MAIR.

   Fees payable
   to MAIR:           (1) a $350,000 Facility Fee;

                      (2) an Unused Line Fee equal to 0.05% per
                          annum for each dollar not borrowed from
                          MAIR;

                      (3) Customary letter of credit fees to any
                          Fronting Bank fees for fronting,
                          issuance, amendments and processing of
                          Letters of Credit;

                      (4) a $100,000 Work Fee (refundable if the
                          DIP Facility doesn't close); and

                      (5) a $75,000 Commitment Fee (which will be
                          credited against he Facility Fee to the
                          extent MAIR's expenses are less than
                          $75,000).

   Interest rate:     Interest on the Loans will be computed and
                      payable monthly, in arrears, at a rate
                      equivalent to (x) the Base Rate plus the
                      Applicable Margin or (y) at Mesaba's
                      option, LIBOR plus the Applicable Margin.

                      The "Applicable Margin" means, from time to
                      time, the percentages per annum:

                         Loan      LIBOR plus   Base Rate plus
                         ----       --------    --------------
                         Tranche
                         A Loan       4.00%              3.00%

                         Tranche
                         B Loan       6.00%              5.00%

   Reporting:         Mesaba will furnish MAIR:

                      -- on a weekly basis, Mesaba's rolling
                         13-week cash flow projections; and

                      -- within 30 days after the beginning of
                         each fiscal year, an operating budget
                         for that fiscal year.

   Disposition
   of Assets:         Mesaba promises MAIR that it will not sell
                      or otherwise dispose of any assets except
                      for:

                      -- sales in arm's-length transactions, at
                         fair market value and for cash in an
                         aggregate amount not to exceed $50,000;
                         and

                      -- other disposals to be mutually agree
                         upon.

   Financial
   Covenants:         Mesaba covenants that it will not make
                      capital expenditures during the fiscal
                      quarter ending December 31, 2005, greater
                      than $1,500,000.

The DIP Loan may be extended, subject to certain conditions.

An outline of the terms and conditions for the parties' DIP
Credit Facility is available at no charge at:

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

MAIR is represented by Haynes and Boone, LLP, in Mesaba's case.

The Court will convene a hearing on November 29, 2005, at 9:30
a.m. to consider the Debtor's request.  Any response to the
request must be filed and delivered not later than November 23.
Unless a response opposing the Motion is timely filed, the Court
may grant the Debtor's request without a hearing.

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 total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


METROPOLITAN MORTGAGE: Reed & Giesa Approved as Special Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
gave Metropolitan Mortgage & Securities Co., Inc., and its
debtor-affiliate, Summit Securities Inc., permission to employ
Reed & Giesa, P.S., as its special litigation counsel for
Avoidance Actions Representation.  The Court approved the Debtors'
request on Oct. 12, 2005.

Reed & Giesa will counsel, advise and represent the Debtors in
connection with any potential or actual disputes, claims, or
formal or informal dispute resolution proceedings including
mediation, arbitration, negotiation, lawsuit, litigation, case or
other proceedings in connection with Avoidance Actions
Representation.

John P. Giesa, Esq., a Member of Reed & Giesa, is one of the
lead attorneys of the Firm performing services to the Debtors.
Mr. Giesa charges $240 per hour for his services.

Mr. Giesa reports Reed & Giesa's professionals bill:

    Professional         Hourly Rate
    ------------         -----------
    D. Roger Reed           $240
    Thomas A. Wolf          $215
    Timothy J. Giesa        $205
    Aaron D. Goforth        $165

    Designation          Hourly Rate
    -----------          -----------
    Legal Assistants        $90
    Legal 9 Intern          $85
    Law Clerks              $80

Reed & Giesa assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Spokane, Washington, Metropolitan Mortgage &
Securities Co., Inc., owns insurance businesses.  Metropolitan
filed for Chapter 11 protection (Bankr. E.D. Wash. Case No. 04-
00757), along with Summit Securities Inc., on Feb. 4, 2004.  Bruce
W. Leaverton, Esq., at Lane Powell Spears Lubersky LLP and Doug B.
Marks, Esq., at Elsaesser, Jarzabek, Anderson, Marks, Elliot &
McHugh represent the Debtors in their restructuring efforts.  When
Metropolitan Mortgage filed for chapter 11 protection, it listed
total assets of $420,815,186 and total debts of $415,252,120.


MIRANT CORP: Asks Court to Approve Deutsche Bank Consent Order
--------------------------------------------------------------
Mesquite Investors, L.L.C., and Shady Hills Holding Company,
L.L.C., two of El Paso North America's affiliates, asserted eight
proofs of claim against either Mirant Corporation, Mirant
Americas, Inc., or Mirant Americas Generation LLC:

   Claimant       Claim No.    Claim Amount     Debtor Asserted
   --------       ---------    ------------     ---------------
   Mesquite         7250        $29,250,000     MAGi
   Mesquite         7251         29,250,000     Mirant Corp.
   Mesquite         7252         29,250,000     Mirant Corp.
   Mesquite         7254         29,250,000     MAI
   Shady Hills      7255         15,750,000     MAI
   Shady Hills      7257         15,750,000     MAG
   Shady Hills      7258         15,750,000     Mirant Corp.
   Shady Hills      7259         15,750,000     Mirant Corp.

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
relates that the Claims arose out of two purchase and sale
agreements that Mesquite and Shady Hills entered into with MAI.
The Purchase and Sale Agreements contemplated that MAI would
assign to MAGi its obligations under the Purchase and Sale
Agreements and the two wholly owned subsidiaries.  But MAI
assigned neither.

Mirant guaranteed MAI's obligations under the Purchase and Sale
Agreements.

Mesquite and Shady Hills subsequently assigned their Claims to
Deutsche Bank Securities, Inc.

The Debtors objected to Deutsche Bank's Claims.  The Debtors
asked the U.S. Bankruptcy Court for the Northern District of Texas
to disallow and expunge the Claims against:

   -- Mirant as fraudulent transfers; and

   -- MAGi because Deutsche Bank Securities failed to allege
      facts sufficient to support the Claims.

On July 13, 2005, the Debtors commenced Adversary Case No.
05-04143 against Mesquite, Shady Hills and Deutsche Bank.  The
Debtors also asked the Court to compel Deutsche Bank to produce
certain documents in relation to the adversary proceeding.
Barely a month after, the Bankruptcy Court stayed the Debtors'
Objection and the Adversary Proceeding.

As assignee of the Claims, Deutsche Bank filed and served
informal and formal objections to the Debtors' Disclosure
Statement.

After the Debtors and certain parties entered into the Mirant
Plan Term Sheet dated September 7, 2005, Deutsche Bank and the
Debtors entered into a stipulation and consent order to avoid the
cost and expense of litigation.

The general terms of the Court-approved Stipulation and Consent
Order are:

   a. Under the terms of the Amended Plan, Deutsche Bank or its
      assigns will have a single Allowed Mirant Debtor Class 3
      Unsecured Claim for $53,000,000 against MAI on the
      Effective Date of the Plan.  The Allowed Amount includes
      both principal and interest at a floating rate equal to the
      sum of the Prime Rate plus 200 basis points from the
      Petition Date through December 31, 2005;

   b. In the event the Effective Date has not occurred by
      December 31, 2005, the Allowed Claim will continue to
      accrue interest through and including the Effective Date at
      a floating rate equal to the sum of the Prime Rate plus 200
      basis points, to be reset and compounded quarterly in
      accordance with the Purchase Agreements;

   c. If a holder of a claim similar to the Deutsche Bank's
      Claims receives treatment that is more favorable than the
      treatment afforded to Deutsche Bank on account of the
      Allowed Claim, then Deutsche Bank will also receive that
      more favorable treatment on a ratable basis, including
      additional consideration, if applicable;

   d. If the Debtors' Amended Disclosure Statement and Plan do
      not alter the treatment of the Deutsche Bank's Claims as
      provided under the Consent Order, then Deutsche Bank agrees
      to withdraw, without prejudice, the Disclosure Statement
      Objections and agrees to support the Amended Disclosure
      Statement and confirmation of the Amended Plan;

   e. Deutsche Bank Securities will withdraw Claim Nos. 7250
      7251, 7252, 7258 and 7259, with prejudice, on the Effective
      Date of the Amended Plan;

   f. The Debtors will withdraw, without prejudice, their
      Objection to the Claims and the Motion to Compel on the
      Effective Date of the Amended Plan; and

   g. The parties will submit an order dismissing the Adversary
      Proceeding, with prejudice, after the Effective Date of the
      Amended Plan.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 80; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Court Approves Metromedia Stipulation on Sale Dispute
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved a stipulation inked between Mirant Americas Energy
Marketing and Metromedia Energy, Inc., resolving their disputes
regarding their fiduciary duties under a Master Aggregator
Sale/Purchase Agreement dated Nov. 2, 2001, and a related Security
and Lockbox Agreement.

As reported in the Troubled Company Reporter on Sept. 6, 2005,
Mirant Corporation and its debtor-affiliates filed a complaint
against Metromedia Energy alleging breaches of fiduciary duties
under a Master Aggregator Sale/Purchase Agreement and a related
Security and Lockbox Agreement.  The Debtors asked the U.S.
Bankruptcy Court for the Northern District of Texas for
compensatory damages totaling $33,604,778, plus prejudgment
interest, and attorneys' fees and costs.

The Debtors later dismissed their complaint against Metromedia
without prejudice.

Michelle C. Campbell, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that on September 11, 2003, Metromedia filed a
Demand for Arbitration before the American Arbitration
Association.  "MAEM and Metromedia have been involved in the
Arbitration for almost two years.  The Arbitration between the
parties has been extremely contentious and the parties continue
to disagree as to what amounts are owed to MAEM by Metromedia."

But prior to the scheduled arbitration hearing, Ms. Campbell
tells the Court that the parties agreed to an arbitration award
and judgment.

The material terms of the Stipulation are:

    1. MAEM and Metromedia will jointly instruct the three
       arbitrators assigned to the Arbitration to enter a
       $25 million arbitration award to MAEM;

    2. Unless otherwise agreed by the parties, MAEM will observe a
       60-day standstill on any attempts to execute on the Agreed
       Award, other than its commencement of a proceeding in the
       United States District Court for the Northern District of
       Texas, in which the Arbitration was brought to confirm the
       Agreed Award and obtain a judgment; and

    3. Upon the approval of the Stipulation by MAEM's senior
       management and the Court, MAEM will commence the
       Confirmation Case.  Metromedia agrees to facilitate in
       MAEM's swift obtaining of the Confirmation Judgment.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 76; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORPORATION: CARE Withdraws $469.8 Million Claim
-------------------------------------------------------
Californians for Renewable Energy, Inc., sought and obtained U.S.
Bankruptcy Court for the Northern District of Texas' approval to
withdraw its claim for $469.8 million, in Mirant Corporation and
its debtor-affiliates' chapter 11 cases.  Hence, the claim is
disallowed and expunged in its entirety with prejudice.

As reported in the Troubled Company Reporter on Aug. 17, 2004, the
Debtors asked the Court to disallow and expunge in its entirety
CARE's claim for $469,854,000 since:

   (a) CARE is not a creditor of the Debtors and has no standing
       to assert the Claim;

   (b) the Claim is entirely duplicative of the claims filed by
       the California Department of Water Resources, the party
       who would have the real economic and legal interest in
       the Claim; and

   (c) the Claim was not filed against any particular Debtor.

Michelle C. Campbell, Esq., at White & Case, LLP, in Miami,
Florida, explained that CARE is a private non-profit corporation.
CARE has no role in administering or regulating California's
energy markets, and is not a participant in any of California's
wholesale energy markets.  CARE describes its core function as
that of "educating" the public about alternative forms of
renewable energy.  "Its modus operandi, however, consists of
little more than pursuing frivolous litigation at [the Federal
Energy Regulatory Commission] against energy sellers, including
the Debtors," Ms. Campbell remarked.

"The Debtors estimate that, since October 6, 2000, CARE has cost
the Debtors tens, if not hundreds, of thousands of dollars in
unnecessary legal fees alone," Ms. Campbell told the Court.
"The Claim constitutes but one further example of CARE's penchant
for meritless litigation and should be disallowed in its
entirety."

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 75 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


N. CAROLINA MEDICAL: S&P Pares Revenue Bond Rating to BB from BBB-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its standard long-term
rating and underlying rating on North Carolina Medical Care
Commission's revenue debt outstanding two notches to 'BB' from
'BBB-', issued for Maria Parham Medical Center.  The outlook is
negative.

The ratings and outlook reflect the hospital's precipitous decline
in profitability and liquidity over the past three years; failure
to meet original feasibility projections and an inability to make
the required adjustments to financial operations; sharp volume
decline; turnover of senior management in 2005; and limited local
economy, which has experienced a recent downturn.

Factors supporting the ratings include the expectation that the
replacement facility that opened in May 2005 will improve the
hospital's business position and attract new physicians and
patients, the hospital's pricing flexibility due to its market
niche as a low-cost provider, and the hospital's leading market
share in the primary service area.

"We presume Maria Parham's losses will continue in fiscal 2006,
but its volume and business operations should benefit from the
newly constructed replacement facility's being open for a full
year in 2006," said Standard & Poor's credit analyst Anita
Varghese.  "If management fails to articulate and implement a
turnaround plan, however, we will likely lower the rating again."

Maria Parham's financial results over the past three years have
been disappointing and far behind management's original
projections.  Operating performance has declined since fiscal 2002
due to an increase in bad debt, decreased governmental
reimbursement, volume declines, and the departure of a few
physicians.  Operating performance declined to a $1.2 million, or
negative 1.6%, operating loss in fiscal 2004 from a $2.7 million,
or 4.2%, operating profit in fiscal 2002. Excess income declined
to break even in fiscal 2004 from $3.2 million, or 5%, in fiscal
2002.  In the nine months year-to-date through June 30, 2005,
Maria Parham posted operating and excess income losses of $2.0
million, or a negative 3.7%, and $1.3 million, or a negative 2.5%,
respectively.

Management is budgeting to end fiscals 2005 and 2006 with losses
of $3.0 million and $3.3 million, respectively.  Management and
the board are currently reviewing cost-savings initiatives in
concept, but no turnaround plan has been formalized or implemented
yet.  Management plans to price more competitively now that the
replacement facility has been completed, and it will implement an
8.5% overall price increase for fiscal 2006.

Liquidity was expected to grow during the hospital's capitalized
interest period over the past couple of years.  Instead, weaker
financial results drove unrestricted cash and investments down to
$9.3 million, or 48 days' cash on hand, as of June 30, 2005, from
$15.7 million, or 99 days, at fiscal year-end 2002, which is
sharply lower than the worst-case scenario projections in the
hospital's feasibility study.

The rating action affects roughly $50.8 million of revenue debt
outstanding.


NEXEN INC: Earns $615 Million of Net Income in Third Quarter
------------------------------------------------------------
Nexen Inc. delivered strong financial results with cash flow of
$488 million and net income of $615 million in the third quarter
of 2005.  Strong oil and gas commodity prices, improving product
price differentials and gains on dispositions helped generate
these results.

The Company accomplished these results even after our marketing
division recorded a loss of $162 million in the third quarter.  As
a marketer of natural gas, the Company actively holds natural gas
in storage and pipeline capacity to transport gas from Alberta to
eastern markets.

The Company uses financial instruments to preserve the economic
value of these physical assets.  During the quarter, Hurricanes
Katrina and Rita caused unprecedented volatility in the market.
This resulted in a significant increase in the value of these
physical assets.  At the same time, the value of the financial
instruments protecting the value of these assets decreased.  While
accounting rules require us to recognize the loss on the financial
instruments, they do not allow the Company to recognize the gain
on the offsetting physical assets until the gas is delivered and
sold.  Had the Company been able to recognize the economic value
of these offsetting assets, marketing would have reported income
of $33 million rather than a loss of $162 million for the quarter.

The Company expects to recognize this difference of $195 million
in income over the next two quarters as the gas is delivered and
sold in eastern markets.

Income was further reduced by $260 million related to stock-based
compensation.  The Company has a broad stock-based compensation
plan to attract and retain quality employees in a highly
competitive environment and have recognized stock-based
compensation expense since 2003.

The Company's common shares appreciated 49% during the quarter,
adding approximately $5 billion in shareholder value.  Cash flow
was reduced by $33 million as a result of this charge.

Income was increased by $418 million as a result of gains on
dispositions.  The Company sold Canadian conventional oil and gas
properties for proceeds of $946 million (before closing
adjustments) during the quarter.  The properties contributed
approximately 18,300 boe/d and $56 million of cash flow in the
second quarter and 6,500 boe/d and $23 million of cash flow in the
third quarter.

The Company recognized gains totaling approximately $225 million
from these sales.  During the quarter, the Company also raised
$500 million from the sale of approximately 39% of our chemical
business to Canexus Income Fund.  The Company also recognized a
gain of $193 million on this disposition.

                       Quarterly Dividend

The Board of Directors has declared the regular quarterly dividend
of $0.05 per common share payable January 1, 2006, to shareholders
of record on December 9, 2005.

Nexen Inc. is an independent, Canadian-based global energy and
chemicals company, listed on the Toronto and New York stock
exchanges under the symbol NXY.  The company is uniquely
positioned for growth in the UK North Sea, the deep-water Gulf of
Mexico, the Athabasca oil sands of Alberta, the Middle East and
offshore West Africa.  Tristone Capital and TD Securities acted as
advisors to Nexen on this transaction.

                        *     *     *

As reported in the Troubled Company Reporter on Mar. 10, 2005,
Standard & Poor's Ratings Services assigned its 'BBB-' senior
unsecured debt rating to Nexen Inc.'s two-tranche US$1.040 billion
bond issue.

Proceeds from the 10-year US$250 million issue, maturing in 2015,
and 30-year US$790 million issue, maturing in 2035, will be used
to repay a portion of the company's existing US$1.5 billion
acquisition bridge facility.  At the same time, Standard & Poor's
affirmed its 'BBB-' corporate credit and senior unsecured debt
ratings and its 'BB+' subordinated debt rating on the company.
S&P says the outlook is stable.


NORTEL NETWORKS: Board Declares Dividend on Preferred Shares
------------------------------------------------------------
Nortel Networks Limited's board of directors declared a dividend
on each of the outstanding Cumulative Redeemable Class A Preferred
Shares Series 5 (TSX:NTL.PR.F) and the outstanding Non-cumulative
Redeemable Class A Preferred Shares Series 7 (TSX:NTL.PR.G).

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively.  The maximum monthly
adjustment for changes in the weighted average daily trading price
of each of the series will be plus or minus 4.0% of Prime.  The
annual floating dividend rate applicable for a month will in no
event be less than 50% of Prime or greater than Prime.  The
dividend on each series is payable on December 12, 2005, to
shareholders of record of such series at the close of business on
November 30, 2005.

Nortel Networks -- http://www.nortel.com/-- is a recognized
leader in delivering communications capabilities that enhance the
human experience, ignite and power global commerce, and secure and
protect the world's most critical information.  Serving both
service provider and enterprise customers, Nortel delivers
innovative technology solutions encompassing end-to-end broadband,
Voice over IP, multimedia services and applications, and wireless
broadband designed to help people solve the world's greatest
challenges.  Nortel does business in more than 150 countries.
Nortel does business in more than 150 countries.

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Moody's Investors Service confirmed the ratings of Nortel Networks
Corporation (holding company) and Nortel Networks Limited
(principal operating subsidiary and debt guarantor).  The ratings
confirmation concludes a ratings review for possible downgrade
under effect since April 28, 2004.  Moody's also assigned a new
Speculative Grade Liquidity rating of SGL-3 to Nortel, reflecting
adequate liquidity to fund debt maturities and other cash outflows
over the next 12 months.  The ratings outlook is negative.

The ratings confirmed include:

     Nortel Networks Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited)

     Nortel Networks Limited:

        -- Corporate Family Rating (formerly known as the Senior
           Implied rating) at B3

        -- Senior Secured rating at B3

        -- Issuer rating (senior unsecured) at Caa1

        -- Preferred Stock rating at Caa3

     Nortel Networks Capital Corporation:

        -- Senior Secured rating at B3 (guaranteed by Nortel
           Networks Limited).

This new rating was assigned:

   -- Speculative Grade Liquidity rating of SGL-3.

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation was based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.


O'CONNOR'S ALEXANDER: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: O'Connor's Alexander Hamilton Inn, Inc.
        21 West Park Row
        Clinton, New York 13323

Bankruptcy Case No.: 05-72195

Type of Business: The Debtor operates a restaurant and bar and
                  offers catering services.

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of New York (Utica)

Judge: Chief Judge Stephen D. Gerling

Debtor's Counsel: Michael E. Basile, Esq.
                  Higgins, Roberts, Beyerl & Coen, P.C.
                  1430 Balltown Road
                  Schenectady, New York 12309-4332
                  Tel: (518) 374-3399

Total Assets:    $23,400

Total Debts:  $1,586,326

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Internal Revenue Service         Withholding & FICA     $778,532
Insolvency Group 1               Taxes since 2001
Niagara Center, 2nd Floor        including interest &
130 South Elmwood Avenue         penalties
Buffalo, NY 14202

New York State Department of     Warrants issued        $375,305
Taxation & Finance               for withholding
TSRD - Business                  taxes with
Withholding Tax                  interest and
W.A. Harriman State Campus       penalties
Albany, NY 12237-0001

New York State Department of     Warrants issued        $375,305
Taxation & Finance               for withholding
TSRD - Business                  taxes with
Withholding Tax                  interest and
W.A. Harriman State Campus       penalties
Albany, NY 12237-0001

Select Energy New York, Inc.                             $11,942

Nexstar Broadcasting, Inc.       Advertising              $6,423

ACC Operations Inc.                                       $5,436
dba Adelphia Media

NYSEG Solutions, Inc.                                     $5,365

Sugartown Worldwide, Inc.                                 $5,313

NYSIF                                                     $4,644

MVP Health Care, Inc.                                     $3,697

CE Bardusch & Son Inc.                                    $3,438
dba Taylor Rental

Voce & Iles, CPA's                                        $2,868

Niagara Mohawk Power Corp.                                $2,502

Village of Clinton                                        $2,253

Steffen Publishing                                        $1,247

WLZW FM                                                   $1,240

Adelphia Media                                              $418

Verizon                                                     $319

Feher Rubbish Removal, Inc.                                  $42

Personnel Concepts                                           $40


OAK CREEK: Wants to Employ Gibson Dunn as Bankruptcy Counsel
------------------------------------------------------------
Oak Creek Park, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ Gibson,
Dunn & Crutcher LLP as its general bankruptcy counsel.

Gibson Dunn will:

   a) advise the Debtor of its rights, powers and duties as
      debtor-in-possession under chapter 11 of the Bankruptcy
      Code;

   b) prepare, on behalf of the Debtor, all necessary and
      appropriate applications, motions, proposed orders, other
      pleadings, notices, schedules, and other documents and
      review all financial and other reports to be filed in this
      chapter 11 case;

   c) advise the Debtor concerning and preparing responses to,
      applications, motions, other pleadings, notices, and other
      papers that may be filed and served in this chapter 11 case;

   d) advise the Debtor with respect to assistance in the
      negotiation and documentation of, financing agreements and
      related transactions;

   e) review the nature and validity of any liens asserted against
      the Debtor's property and advise the Debtor concerning the
      enforceability of such liens;

   f) advise the Debtor regarding its ability to initiate actions
      to collect and recover property for the benefit of its
      estate;

   g) counsel the Debtor in connection with the formulation,
      negotiation and promulgation of a plan of reorganization and
      related documents;

   h) advise and assist the Debtor in connection with any
      potential property dispositions;

   i) advise the Debtor concerning executory contract and
      unexpired lease assumptions, assignments and rejections and
      lease restructurings and recharacterizations;

   j) assist the Debtor in reviewing, estimating, and resolving
      claims asserted against the Debtor's estate;

   k) commence and conduct any and all litigation necessary or
      appropriate to assert rights held by the Debtor, protect
      assets of the Debtor's chapter 11 estate, or otherwise
      further the goal of completing the Debtor's successful
      reorganization;

   l) provide corporate, real estate and other general
      nonbankruptcy services to the Debtor to the extent requested
      by the Debtor; and

   m) perform all other necessary or appropriate legal services in
      connection with this chapter 11 case for or on behalf of the
      Debtor.

Desmond Cussen, Esq., a Gibson Dunn associate, discloses his
firm's professionals current hourly rates:

      Attorney                Designation           Hourly Rate
      --------                -----------           -----------
      Fred Pillon             Partner                  $675
      Oscar Garza             Partner                  $595
      Desmond Cussen          Associate                $495
      Eric J. Fromme          Associate                $475
      Kenneth A. Glowacki     Associate                $395
      Helen Canafax           Paralegal                $225

To the best of the Debtor's knowledge, Gibson Dunn does not
represent any interest adverse to the Debtor's estate.

Headquartered in San Francisco, California, Oak Creek Park, LLC
filed for chapter 11 protection on Sept. 21, 2005 (Bankr. N.D.
Calif. Case No. 05-56102).  When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of
$10 million to $50 million.


OAK CREEK: Taps David Dowdney as Responsible Person
---------------------------------------------------
Oak Creek Park, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California, San Jose Division, to designate
David Dowdney as a Court-appointed Responsible Person.

Mr. Dowdney is the vice president of Portfolio Management for
Divco West Group, LLC.  Divco West provides employees and support
to Divco West Property Services, LLC, which is the property
manager of the real property located at 1820 McCarthy Boulevard,
1840 McCarthy Boulevard and 1860 Barber Lane.  The Debtor is the
owner of the three properties with Mr. Dowdney acting as the asset
manager.

Court documents didn't disclose how much Mr. Dowdney will be paid.

Headquartered in San Francisco, California, Oak Creek Park, LLC
filed for chapter 11 protection on Sept. 21, 2005 (Bankr. N.D.
Calif. Case No. 05-56102).  Desmond J. Cussen, Esq., at Gibson,
Dunn and Crutcher represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $10 million to
$50 million.


OAK CREEK: Gets Interim Okay to Use GMAC's Cash Collateral
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Jose Division, gave Oak Creek Park, LLC, interim approval to
use cash collateral securing repayment of indebtedness to GMAC
Commercial Mortgage Corporation.

The Debtor issued a fixed rate note in the original principal sum
of $19,250,000.  GMAC acquired the Note in January 2005.  The
current oustanding balance of the loan is approximately $18.6
million.  The Note is secured by a lien on the Debtor's real
property comprised of three fully-occupied commercial office
buildings.  The Debtor's property is valued at $15 million, making
GMAC's interest undersecured.

The Debtor believes that GMAC's interest in the cash collateral is
adequately protected pursuant to Section 361 of the Bankruptcy
Code because the encumbered fund will be used to preserve and
maintain the going concern value of Oak Creek's property.

The Court will convene a hearing on October 25, 2005, at 1:30
p.m., to consider final approval of the cash collateral use.

The Debtor's use of the cash collateral is in accordance with an
approved monthly budget, projecting:

                           October      November    December
                           -------      --------    --------
  Operating Revenue       $195,506      $195,506    $195,506
  Total Expenses            22,663        96,525     151,046

Headquartered in San Francisco, California, Oak Creek Park, LLC
filed for chapter 11 protection on Sept. 21, 2005 (Bankr. N.D.
Calif. Case No. 05-56102).  Desmond J. Cussen, Esq., at Gibson,
Dunn and Crutcher represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $10 million to $50
million.


ODYSSEY RE: S&P Assigns BB Rating to $100M Preferred Stock
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' preferred
stock rating to Odyssey Re Holding Corp.'s $50 million Series A
and $50 million Series B perpetual preferred stock issue.  This is
an update to the proposed $100 million Series A issue rated on
Oct. 11, 2005.

At the same time, Standard & Poor's affirmed its 'BBB-'
counterparty credit rating on ORH and affirmed its 'A-'
counterparty credit and financial strength ratings on ORH's
operating subsidiaries: Odyssey America Reinsurance Corp.,
Clearwater Insurance Co., and Hudson Specialty Insurance Co.  The
outlook is stable.

"The ratings are based on the operating companies' -- collectively
referred to as Odyssey Re -- strong competitive position, improved
operating performance, and strong liquidity," said Standard &
Poor's credit analyst Steven Ader.  "Partially offsetting these
factors are the group's capital adequacy -- though improving --
asset risk that is high relative to similarly rated peers, a
relatively short track record of strong operating earnings since
its IPO in 2001, and 81% ownership by lower-rated Fairfax
Financial Holdings Ltd."

As the 18th-largest reinsurer in the world based on 2004
reinsurance premiums, Odyssey Re continues to realize the benefits
of its opportunistic strategy as demonstrated by strong revenue
growth in a favorable premium environment and much-improved
underwriting results in the past four years.  During this period,
the group's business-mix diversification improved significantly,
not only geographically, but also by line of business and
distribution source.

Standard & Poor's expects premiums to flatten in 2005, reflective
of declining premium rates and management's desire to adhere to
strict underwriting guidelines.  Earnings, materially impacted by
Hurricane Katrina and Rita losses, are expected to be consistent
with other diversified peers with a combined ratio approximating
10% and a pretax ROR -- before investment gains -- of negative 2%
as continued strong current accident year results are offset by
hurricane losses and continued modest reserve additions for prior
years.  Capital adequacy, reflecting the $100 million October
common equity and $100 million preferred equity issuance, is
expected to improve to a strong level by year-end 2005, with
continued modest improvement in 2006.  Financial leverage -- as
measured by debt plus preferred to total capital -- subsequent to
the fourth quarter 2005 equity and hybrid issuances and redemption
of $109.1 million of convertible bonds, is expected to increase to
23% -- 18% debt/total capital -- with double leverage approaching
120% by year-end 2005.

Although the current rating and outlook is partially tied to lower
rated Fairfax Financial Holdings Ltd. -- FFH owns 81% of ORH --
the potential for a revision to a positive outlook exists if
Odyssey is successful in posting strong operating performance in
2006 and if capital adequacy continues to improve well into the
strong level following our ongoing assessment of reserve adequacy.
Alternatively, if Odyssey is unsuccessful in meeting our
expectations or if FFH's financial strength was to materially
diminish, Standard & Poor's will consider adverse ratings actions.


OWENS CORNING: Status Report on Commercial Committee's Advisors
---------------------------------------------------------------
On behalf of Credit Suisse, Richard S. Cobb, Esq., at Landis,
Rath & Cobb LLP, in Wilmington, Delaware, reports that the
commercial creditor constituencies' advisors continue to perform
separate, non-duplicative roles in Owens Corning's Chapter 11
cases.  "[T]he need for such ongoing separate representation has
only been heightened now that the United States Court of Appeals
for the Third Circuit has issued an opinion reversing the lower
court and denying the Debtors' motion to substantively
consolidate."

                        Different Interests

In the wake of the Third Circuit's substantive consolidation
decision, the prepetition bank lenders and the subcommittee of
bondholders continue to have distinct and largely opposing
interests, Mr. Cobb relates.  The Bondholders continue to press
for substantive consolidation and have recently filed a petition
for rehearing en banc of the Court of Appeals' decision.  The
Third Circuit directed the Banks to respond to that petition and
the Banks have now done so.

"Should the petition be granted," Mr. Cobb continues, "the two
groups would need to brief and argue the opposite sides of the
substantive consolidation issue before the full circuit court."
And if the Bondholders file a petition for certiorari with the
United States Supreme Court, the Banks will of course oppose it,
Mr. Cobb says.

As noted in the Initial Report, the Official Committee of
Unsecured Creditors' professionals have not participated in the
dispute and that neutrality, necessitated by the conflict between
the Banks and the Bondholders, will continue, Mr. Cobb notes.

The Banks and Bondholders remain apart on other issues as well,
Mr. Cobb adds.  "Notable among them is the pending fraudulent
conveyance adversary proceeding that seeks to void the
subsidiaries' guarantees of the Bank debt."  The Bondholders
participated actively in that action, prior to the stay imposed
by Judge Wolin, and opposed the Banks' motion to dismiss, Mr.
Cobb relates.

Unless the Banks' motion is granted, the prosecution and defense
of that action, on which the Bondholders and the Banks will be on
opposite sides, will require extensive discovery centering on,
among other things, the solvency of the Debtors -- discovery that
the parties and Judge Wolin had agreed to postpone until
substantive consolidation was resolved -- and, ultimately, a
trial, Mr. Cobb says.  Given the nature of the issues, he
continues, it will be necessary for the Banks' and Bondholders'
financial advisors, as well as their counsel, to participate
actively in the discovery process and in the trial of the
fraudulent conveyance claims.

In addition, Mr. Cobb emphasizes that in any contested plan of
reorganization, the Banks and the Bondholders will have
diametrically opposed interests with respect to the question of
allocating value between Owens Corning and its subsidiaries and
related disputes over the amount, seniority and enforceability of
various intercompany claims.  "As was the case with the
fraudulent conveyance claims, Judge Wolin had postponed discovery
regarding these issues pending resolution of the substantive
consolidation proceeding."

In the event the Banks are entitled to postpetition interest,
there may also be disputes between the Banks and Bondholders as
to the rate at which that interest is calculated, Mr. Cobb says.

As the Debtors have indicated to the Court during the August 29,
2005 Omnibus Hearing, in the period since the Third Circuit
issued its decision denying substantive consolidation, the
parties have engaged in discussions regarding a possible
consensual plan of reorganization.  These ongoing negotiations
require investigation and analysis of the same disputed issues
that will otherwise have to be litigated:

    * The value and solvency of the subsidiaries,

    * The amount and character of intercompany claims, and

    * The manner of computing the amount of postpetition interest
      that may be due to the Banks.

Mr. Cobb points out that the Banks and the Bondholders have
conflicting interests and an ongoing need for separate advisors
on all these issues.  Furthermore, he says, the Committee
professionals cannot participate in these issues.

               Committee Professionals Take the Lead

The Advisors continue to monitor the Debtors' ongoing business
activities, including the day-to-day administration of their
estates and other areas as to which there is no conflict of
interest among the members of the Committee, Mr. Cobb apprises
the Court.  The Debtors have monitored closely the fees of the
Committee's professionals and, with rare exception, have found
them to be reasonable and necessary, according to Mr. Cobb.  "The
commercial creditors and their advisors, who share the Debtors'
interests in a rational allocation of work, remain sensitive to
the costs imposed on the estate and will continue their efforts
to avoid unnecessary duplication of effort."

The Committee believes that the process is well served by the
current arrangement and urges that it be continued.

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: Contrarian Capital Settles AT&T Claim for $357,618
-----------------------------------------------------------------
Contrarian Capital Trade Claims, LP, as Assignee of AT&T Corp.,
asserts against Owens Corning and its debtor-affiliates Claim No.
12489 for $1,025,471.

The Debtors and Contrarian Capital have held certain discussions
concerning the Claim.

The parties agreed that the Claim will be allowed as a general
unsecured non-priority claim against:

           Debtor Entity                Allowed Amount
           -------------                --------------
           Owens Corning                   $332,990
           Exterior Systems                  24,563
           Soltech                               65

Judge Fitzgerald approves the parties' stipulation.

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)


PENNSYLVANIA REAL: Fitch Holds B+ Rating on Preferred Stock
-----------------------------------------------------------
Fitch Ratings has affirmed the preferred stock rating of 'B+' on
Pennsylvania Real Estate Investment Trust.  Fitch has also
established an issuer rating of 'BB' for P-REIT and revises its
Outlook to Positive from Stable.

The ratings reflect P-REIT's ability to maintain solid coverage
and leverage metrics throughout the market cycle.  For a primarily
secured borrower, P-REIT does have some degree of financial
flexibility through   relatively reasonable use of leverage and an
unencumbered asset pool, which represents approximately 26% of
total assets.  In addition, the company also has a manageable
lease expiration schedule, with an average of 10% of annual base
rents expiring over the next three years.

The company's debt maturity schedule is acceptable in the next two
years with 4% of total debt maturing in the second half of 2005
and 7% in 2006.  As of June 30, 2005, P-REIT had $431 million
outstanding on its $500 million bank credit facility, which
matures in 2007 and has a 14-month extension provision.  However,
proceeds received from recently announced mortgage refinancing
will be used to pay down the line of credit considerably.

The ratings are balanced by P-REIT's geographic concentration in
the mid-Atlantic and Pennsylvania region, which, while less than
in previous years, still accounts for approximately 77% and 52% of
annualized base rent, respectively.  Same-store property level net
operating income decreased 2.4% in the second quarter of 2005
after six prior quarters of positive same-store NOI growth.  This
decline is at least partially due to 11 properties currently
undergoing various phases of redevelopment, which has served to
lower occupancy at these properties by, on average, 4% over the
last year.  These projects represent about $170 million of
commitments and are expected to be completed within the next two
years.

There is also concern with regard to asset concentration risk as
P-REIT only has 51 total properties with the five largest
properties by investment constituting 29% of total assets.
Moreover, the average age of the portfolio is fairly old at 26
years.  However, P-REIT has done a solid job of updating their
properties to keep them competitive, and 34 of the 51 properties
have undergone a major rehabilitation within the last ten years.
Further, P-REIT has minimal sources of unsecured capital and no
demonstrated access to the public bond market, which limits its
potential financial flexibility relative to more highly rated
peers.

Interest coverage and fixed charge coverage ratios of 2.7 times
and 2.0x, respectively, are positive in comparison with similarly
rated real estate investment trusts.  Debt leverage stood at 55.3%
of undepreciated book capitalization and debt plus preferred was
59.6% of undepreciated book at the end of second quarter 2005,
which is also in line with comparably rated REITs.  As of June 30,
2005, the company had modest, unencumbered asset coverage of
unsecured debt of 1.6x, although estimated unencumbered NOI
covered unsecured interest expense by a healthier 4.2x.

Since Fitch initially rated the preferred stock on Crown American
Realty Trust, which was then subsequently purchased by P-REIT, the
company has improved its credit profile significantly.  It has
more than doubled in size, decreased its leverage to 55% from 65%,
created an unencumbered asset pool now representing approximately
26% of total assets, and reduced its reliance on Pennsylvania to
52% from 62% of total assets.  Given these changed parameters, we
are revising our Outlook to Positive.  Fitch anticipates resolving
this Outlook over the next 18 months.

Two primary factors will ultimately determine whether this
revision brings about an upgrade for P-REIT.  One is more complete
evidence that PEI's refinancing strategy will effectively reduce
its reliance on its line of credit, while simultaneously allowing
it to maintain its coverage and leverage levels.  The other is the
successful completion of its current redevelopment projects to the
point where it is apparent that property operating performance has
been stabilized and enhanced as a result of these projects.

Pennsylvania Real Estate Investment Trust, headquartered in
Philadelphia, is a $2.8 billion -- total assets as of June 30,
2005 -- owner, manager, and developer of regional malls and
community shopping centers located predominantly throughout the
Mid-Atlantic United States.  The portfolio consists of 52
properties containing approximately 33 million square feet,
including 38 shopping malls, 13 power and strip centers, and one
office property.


PHILADELPHIA GAS: Fitch Places BB+ Rated Jr. Bonds on Neg. Watch
----------------------------------------------------------------
Fitch Ratings places the underlying 'BBB-' rating on the City of
Philadelphia, PA's approximately $360 million outstanding gas
works revenue bonds senior lien bonds and $734.7 million gas works
revenue bonds senior lien bonds, as well as the 'BB+' rating on
$15.5 million subordinated gas works revenue bonds junior lien
bonds on Rating Watch Negative.

The 'BBB-' rating chiefly reflects Philadelphia Gas Works'
constrained liquidity position, which has not been significantly
bolstered by improvements in collections of outstanding accounts
receivable in fiscal 2004 and 2005.  Fulfillment of operating
commitments, including debt service, continues to rely heavily on
external sources of liquidity.

The Rating Watch Negative reflects Fitch's uncertainty that
improved collection rates can be sustained during winter 2005-
2006, given the anticipated large increase in monthly bills due to
the increased cost of gas.  Liquidity is projected to remain
constrained during fiscal 2006, and the budget assumes a 94.5%
collection rate, which is high compared to historical rates.

A drop in collection rates could further exacerbate the liquidity
problem, jeopardizing the system's ability to operate without
seeking further outside sources of funding.  The state-regulated
public utility commission has demonstrated willingness to approve
large increases in PGW's gas cost rate to offset the rising cost
of the commodity, recently approving a 29% increase in the gas
cost rate that will increase retail customer bills by an average
of $335 a year.

Removal of the Negative Watch could be achieved by sustained
improvement in revenue collection procedures to boost the
utility's liquidity position.  The passage of Act 201 provides PGW
with tools to make solid improvements in this area.  In addition,
a strengthening of the city's weakened financial position --
Philadelphia's GO bonds rated 'BBB+' with a Negative Outlook by
Fitch -- would be viewed favorably.  Fitch believes that threats
to sustained financial improvement include the high cost of gas
coupled with the difficulties in implementing the Act 201
provision that allows the utility to shut off service to
delinquent accounts during winter months, as well as the stressed
financial position of the city. Fitch will continue to monitor the
development of a recent proposal by the governor to transfer the
utility to state authority and would view such a transfer
favorably.

A major contributor to PGW's recent financial difficulties was a
dramatic rise in accounts receivable.  Following a substantial
rate increase, net receivables jumped 39% to $93 million in fiscal
2003 and remained at $93 million in fiscal 2004.  Due to improved
collection efforts during fiscal 2005, accounts receivable
declined somewhat to $85 million.  The fiscal 2005 collection rate
of 94.8% was much improved from a low 87% for fiscal 2003.
Despite expanded gas shut-off capabilities, Fitch remains
concerned that PGW will not meet collection rates assumed in the
fiscal 2006 budget given the impact of rising commodity prices on
monthly bills for a fairly low-income customer base.  A decline in
collections would further stress the utility's already constrained
liquidity position.

Reflecting low revenue yield, PGW continues to rely heavily on
external liquidity, including cash flow support from the city and
an expanded $100 million commercial paper credit.  The utility was
able to renew its credit line in August 2005 for a 21-month
period.  PGW's owner, the City of Philadelphia, is likely to post
a third consecutive year of accumulated general fund deficits in
fiscal 2005, making it less able to support the utility as it has
in the past.  Nevertheless, the city has adopted a five year
operating plan that defers a $45 million PGW loan repayment and
grants back the utility's annual $18 million return on investment
payment through fiscal 2009.

Debt service coverage declined somewhat in fiscal 2004 compared
with fiscal 2003.  Aggregate coverage, inclusive of all long-term
debt, was 1.18 times (x) in fiscal 2004 compared with 1.28x in
fiscal 2003.  Combined coverage in fiscal 2005 is estimated to be
1.49x, based on 10 months of actual results.  Fitch notes that
coverage using the ordinance methodology is based on billed
charges, or consumption, not on actual cash received.  Fitch
calculates that cash generated from operations in fiscal 2004
provided weak coverage of slightly less than 1.0x on all debt
service obligations.


PLYMOUTH RUBBER: Taps O'Conor Wright as Investment Bankers
----------------------------------------------------------
Plymouth Rubber Company, Inc., and its debtor-affiliate, Brite-
Line Technologies, Inc., ask the U.S. Bankruptcy Court for the
District of Massachusetts for permission to employ O'Conor Wright
Wyman, Inc., as their investment bankers.

O'Conor Wright will:

   1) assist the Debtors in the reevaluation and exploration of
      refinancing, restructuring and reorganization alternatives;

   2) assist the Debtors to obtain letter or commitment letters
      for debt and equity financing in connection with a plan of
      reorganization; and

   3) provide all other investment banking services to the Debtors
      that are necessary in their chapter 11 cases.

John M. Wright, the President of O'Conor Wright, disclosed that
his Firm did not receive any retainer relative to the Debtors'
chapter 11 cases.

Mr. Wright reports that O'Conor Wright will be paid a Monthly Fee
of $5,000 and a Success Fee in the event of any direct or indirect
sale of the Debtors' assets or securities to a party introduced to
the Debtors by O'Conor Wright.  Mr. Wright relates that the Firm's
anticipated Success Fees over the next three to five months will
likely range from $15,000 to $25,000.

O'Conor Wright assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Canton, Massachusetts, Plymouth Rubber, Inc.,
manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088
through 05-16089).  Victor Bass, Esq., at Burns & Levinson LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
$10 million to $50 million in assets and debts.


PLYMOUTH RUBBER: Selling Canton Plant to Conroy for $8.9 Million
----------------------------------------------------------------
Plymouth Rubber Company, Inc., and Brite-Line Technologies, Inc.,
ask the U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, for authority to sell its Canton, Massachusetts,
real estate to Conroy Development Corporation for $8.9 million.

The Debtors' property is comprised of:

    * 40 acres of land housing Plymouth's manufacturing plant
      (zoned industrial),

    * 262 acres of Reservoir Pond,

    * 16 acres of Upper Forge Pond, and

    * 16 acres of Lower Forge Pond.

The sale of the property is expected to close by December 31,
2005.  The Pond, which comes along with the plant, will be donated
to the Town of Canton.

PRC believes that the proposed sale to Conroy is the best it can
get for the property, given that the rezoning of the plant is
dependent on the approval of Canton's Selectmen (council)
-- which may be influenced by the reputation of the proposed
developer.  Conroy is headquartered in Canton and enjoys good
relationships with Town leaders.

Headquartered in Canton, Massachusetts, Plymouth Rubber, Inc.,
manufactures and distributes plastic and rubber products,
including automotive tapes, insulating tapes, and other industrial
tapes, mastics and films.  Through its Brite-Line Technologies
subsidiary, Plymouth manufactures and supplies highway marking
products.  The Company and its subsidiary filed for chapter 11
protection on July 5, 2005 (Bankr. D. Mass. Case Nos. 05-16088 and
05-16089).  Victor Bass, Esq., at Burns & Levinson LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated $1
million to $50 million in assets and debts.


POINT TO POINT: Wants to Hire Gary Hostetler as Special Counsel
---------------------------------------------------------------
Point to Point Business Development, Inc., asks the U.S.
Bankruptcy Court for the Western District of Missouri for
permission to employ Gary L. Hostetler, Esq., and his firm
Hostetler and Kowalik, PC, as its special counsel.

Mr. Hostetler is expected to:

   a) work independent of regular counsel to the estate, whose
      retention has already been approved herein, investigate and
      pursue any actions on behalf of the estate in order to
      recover assets for or best enable this estate to reorganize
      fairly, in general, and specifically investigate any issues
      raised by the Motion for Appointment of Examiner filed on
      August 31, 2005;

   b) further investigate and pursue any actions on behalf of the
      estate any issues by the Objection to Cash Collateral
      Agreement filed on September 6, 2005; and

   c) perform such other legal services as may be required and in
      the interest of the estate.

Mr. Hostetler will bill the Debtor at $275 per hour for his
performed services.

The Debtor assures the Court that Gary Hostetler does not hold any
interest adverse to its estate.

Based in Liberty, Missouri, Point to Point Business Development,
Inc. -- http://www.P2PMRO.com/-- says it helps clients lower
costs through its maintenance, repair and operating (MRO) Web
platform which enables manufacturers to streamline the process of
supply ordering, reduce excess in inventory management, and more
efficiently manage supply chains.  Point to Point filed for
chapter 11 protection (Bankr. W.D. Mo. Case No. 05-44642) on
July 7, 2005.  The Debtor estimated at the time of the chapter 11
filing that it had less than $50,000 in assets and more than $1
million of debt.


POINT TO POINT: Wants to Hire Kyle Brant as Special Patent Counsel
------------------------------------------------------------------
Point to Point Business Development, Inc., asks the U.S.
Bankruptcy Court for the Western District of Missouri for
permission to employ Kyle S. Brant, as its special patent counsel.

Mr. Brant will:

   a) work independent of regular counsel to the estate, research
      competing patent and copyright registrations for the
      software platform, related code, web architecture and
      functionality and protect and enhance the value of such
      assets by filing appropriate patent and copyright
      applications; and

   b) perform other legal services as may be required and in the
      interest of the estate.

Kyle Brant will bill the Debtor at $175 per hour for his performed
services.  Mr. Brant will also receive a $3000 retainer for
expenses, filing fees, and services to be rendered.

To the best of the Debtor's knowledge, Kyle Brant is a
"disinterested person" as that term is defined by section 101(14)
Bankruptcy Code.

Based in Liberty, Missouri, Point to Point Business Development,
Inc. -- http://www.P2PMRO.com/-- says it helps clients lower
costs through its maintenance, repair and operating (MRO) Web
platform which enables manufacturers to streamline the process of
supply ordering, reduce excess in inventory management, and more
efficiently manage supply chains.  Point to Point filed for
chapter 11 protection (Bankr. W.D. Mo. Case No. 05-44642) on
July 7, 2005.  The Debtor estimated at the time of the chapter 11
filing that it had less than $50,000 in assets and more than $1
million of debt.


POINT TO POINT: Jack Weiss Wants Chapter 11 Trustee Appointed
-------------------------------------------------------------
Jack Weiss and the law firm of Frank, Rosen, Snyder & Moss,
L.L.P., ask the U.S. Bankruptcy Court for the Western District of
Missouri, Kansas City Division, to appoint a chapter 11 Trustee
for Point to Point Business Development, Inc.'s chapter 11
proceedings.

The movants tell the Court that the Debtor's postpetition
management is not sufficiently familiar with the operations of the
Debtor's business since it has only taken control of the Debtor
during the several-day period leading up to the filing of the
chapter 11 case.

The movants charge that the individuals responsible for the
Debtor's operations are grossly mismanaging its affairs and that
they currently operate a competitive business.  The movants
believe that management is using cash collateral without required
authorization under Sec. 363 of the Bankruptcy Code, which could
substantially harmful creditors and other parties-in-interest.

In the alternative, the movants ask the Court to convert the
Debtor's chapter 11 proceeding to a chapter 7 liquidation.

Based in Liberty, Missouri, Point to Point Business Development,
Inc. -- http://www.P2PMRO.com/-- says it helps clients lower
costs through its maintenance, repair and operating (MRO) Web
platform which enables manufacturers to streamline the process of
supply ordering, reduce excess in inventory management, and more
efficiently manage supply chains.  Point to Point filed for
chapter 11 protection (Bankr. W.D. Mo. Case No. 05-44642) on
July 7, 2005.  The Debtor estimated at the time of the chapter 11
filing that it had less than $50,000 in assets and more than $1
million of debt.


POPE & TALBOT: S&P Lowers Sr. Unsec. Debt Rating to B- from BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on pulp and lumber producer Pope & Talbot Inc. to 'B+' from
'BB-' and its senior unsecured debt rating to 'B-' from 'BB-'.
The ratings were removed from CreditWatch where they were placed
with negative implications on June 9, 2005.  The senior unsecured
notes are rated two notches below the corporate credit rating,
reflecting the substantially disadvantaged position that unsecured
lenders have in the capital structure.  The outlook is negative.

"The downgrade of the corporate credit rating reflects our
expectation of continued high financial leverage and weak-to-
negative free cash flow," said Standard & Poor's credit analyst
Dominick D'Ascoli.

Despite relatively good pulp and lumber market conditions over the
past year, Pope & Talbot's debt increased by $43 million, to $318
million at June 30, 2005, in part to finance its C$39 million
acquisition of the Fort St. James sawmill in April 2005.
Moreover, the appreciation of the Canadian dollar versus the U.S.
dollar will likely lead to weak-to-negative free cash flow in 2005
and 2006, limiting the potential for any debt reduction from
operating cash flow.  The steady increases in the Canadian dollar
and the meaningful duties paid on softwood lumber exported to the
U.S. during the past three years have put significant negative
pressure on the company's margins and cash flow.  In addition, we
are concerned about the long-term impact on pulp prices from the
additional low-cost capacity that has begun to ramp up outside
North America.

The senior unsecured debt rating downgrade reflects Standard &
Poor's revised expectations regarding the future amount of
priority liabilities because of:

   -- a possible increase in current secured debt levels due to
      negative free cash flow during the next 12 months compared
      to previous expectations that secured debt would be repaid
      through cash flow generation;

   -- Pope & Talbot's hesitancy to issue equity to reduce
      revolving credit facility borrowings; and

   -- the recent increase in the size of their bank facilities.

Secured debt ranking ahead of unsecured lenders includes amounts
outstanding under a U.S. revolving credit facility, two Canadian
revolving credit facilities, an accounts receivable securitization
facility, and capital lease obligations.

Mr. D'Ascoli said, "Ratings could be lowered further if the
Canadian dollar remains strong and pulp or lumber prices decline,
resulting in significant negative free cash flow.  Ratings could
also be lowered if the Canadian dollar appreciates meaningfully or
liquidity declines significantly.  The outlook could be revised to
stable if the company reduces debt meaningfully by using proceeds
from an equity issuance or from the return of softwood lumber
duties paid.  The outlook could also be revised to stable if the
softwood lumber duties are eliminated, all else being equal."


QUALITY FINANCIAL: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Quality Financial Services, Inc.
        3065 North College Avenue, Suite 113
        Fayetteville, Arizona 72703

Bankruptcy Case No.: 05-80012

Chapter 11 Petition Date: October 14, 2005

Court: Western District of Arkansas (Fayetteville)

Judge: Richard D. Taylor

Debtor's Counsel: Lucketta McMahon, Esq.
                  2705 Chapman Avenue
                  Springdale, Arizona 72762
                  Tel: (479) 445-3170

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Charles Wilkerson                           Unknown
   3065 North College Avenue, Suite 113
   Fayetteville, AR 72703

   The Company Corporation                     Unknown
   2711 Centerville Road, Suite 400
   Wilmington, DE 19808

   East Side Abstract                         Unknown
   P.O. Box 166
   Stillwell, OK 74960


REFCO GROUP: Wind-Down Plans Prompt S&P to Junk Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Refco Group Ltd. LLC to 'CC' from
'B-'. At the same time, the senior secured debt rating was lowered
to 'CC' from 'B-', and the subordinated debt rating was lowered to
'C' from 'CCC'.  The ratings remain on CreditWatch Negative where
they were placed Oct. 10, 2005.

"These rating actions are in response to the announcement by the
Depository Trust & Clearing Corp. that Refco Securities LLC -- a
wholly owned regulated securities broker-dealer subsidiary of
Refco Group -- will wind down its proprietary and customer
positions," said Standard & Poor's credit analyst Tom Foley.
Additionally, The Chicago Mercantile Exchange Inc. is prohibiting
Refco LLC -- a wholly owned regulated futures broker subsidiary of
the Refco Group -- from withdrawing capital -- including current
excess capital -- without the CME's permission.  These
announcements indicate that a technical default by Refco Group on
its rated debt is almost certain to occur and that a payment
default is highly likely due to Refco Group's negative tangible
net worth and the deterioration of its franchise.

The 'CC' rating indicates a high vulnerability to nonpayment.  The
one rating category notching between the senior debt rating of
'CC' and the subordinated debt rating of 'C' indicates that we
believe the senior creditors have prospects for a higher recovery
than do the subordinated creditors.


REFCO INC: In Advanced Talks with J.C. Flowers for Asset Sale
-------------------------------------------------------------
Refco, Inc., disclosed that it is in advanced negotiations with a
group of investors led by J.C. Flowers & Co. for the sale of the
Company's futures brokerage business conducted through Refco LLC,
Refco Overseas Ltd., Refco Singapore Pte. Ltd., and certain
related subsidiaries and other assets.

The Company expects that it will reach a memorandum of
understanding with The J.C. Flowers & Co. Group shortly and will
execute definitive agreements soon thereafter.  There can be no
assurance that any agreement ultimately will be reached or that
the sale will be completed.

                    Unwinding Positions

The Company disclosed on Friday that, in light of recent
developments, its regulated Broker Dealer, Refco Securities, LLC,
has initiated the process of unwinding proprietary and client
positions.  At this time, Refco Securities, LLC, will only be
engaging in security transactions to the extent necessary to
offset and effectively liquidate outstanding long and short
customer and proprietary positions.

Refco Securities, LLC, is initiating this step to facilitate an
orderly wind-down of positions.  Refco Securities, LLC is a
regulated broker-dealer and is in compliance with its regulatory
capital requirements.

                    Financial Advisor

The Company has retained Arthur Levitt, formerly Chairman of the
Securities and Exchange Commission and Chairman of the American
Stock Exchange, and Eugene A. Ludwig, formerly U.S. Comptroller of
the Currency, and currently Chief Executive Officer of Promontory
Financial Group LLC, and Promontory Financial Group LLC as special
advisors to its board of directors.

Refco also disclosed that it has retained Goldman, Sachs & Co., as
its financial advisor.

The Company stated that the regulatory capital and excess
regulatory capital of Refco, LLC, its regulated Futures Commission
Merchant, and Refco Securities, LLC, its regulated Broker Dealer,
have been substantially unaffected by the events of last week.
The business at these subsidiaries is being conducted in the
ordinary course including customer deposit and withdrawal of
segregated funds.

In light of recent events, the liquidity within the Company's non-
regulated subsidiary Refco Capital Markets, Ltd., which represents
a material portion of the business of the Company, is no longer
sufficient to continue operations.  The Company has therefore
imposed a 15-day moratorium on all activities of Refco Capital
Markets, Ltd., to protect the value of the enterprise.

                 About J.C. Flowers Group

J. C. Flowers & Co. is an investment firm specializing in
financial services. Mr. Flowers is the largest shareholder of
Shinsei Bank Ltd and The Enstar Group Inc.

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

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2005,
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit rating on Refco Group Ltd. LLC to 'B-'
from 'B+'. At the same time, the subordinated debt rating on Refco
was lowered to 'CCC' from 'B-'.  The ratings remain on CreditWatch
Negative where they were placed Oct. 10, 2005.

"These rating actions are in response to the company's
announcement that it has placed a moratorium on withdrawals of
customer funds from its nonregulated subsidiary, Refco Capital
Markets Ltd.," said Standard & Poor's credit analyst Tom Foley.


REFCO INC: Grant Thornton Named in Securities Law Suit
------------------------------------------------------
Shalov Stone & Bonner LLP commenced a securities class action on
behalf of purchasers of the securities of Refco, Inc. (NYSE: RFX),
in the period between Aug. 10, 2005, and Oct. 7, 2005.  The
complaint names as a defendant, among others, Grant Thornton LLP.

Grant Thornton was at all relevant times Refco's principal outside
accounting firm and auditor.  The complaint alleges that the Firm
certified as fair and accurate the false financial statements of
Refco that were included in the company's Registration Statement
and Prospectus.  According to the complaint, the financial
statements violated Generally Accepted Accounting Principles and
Grant Thornton's certifications falsely stated that it had
performed its audits in conformity with Generally Accepted
Auditing Standards.

The complaint further alleges, among other things, that, just two
months after its initial public offering, Refco announced that
Phillip R. Bennett, Chief Executive Officer and Chairman of the
Board of Directors, was being placed on a leave of absence and
that the company had discovered (ostensibly through an internal
review) a receivable of $430 million owed by Bennett to the
company.  The company also revealed that, based on the undisclosed
related party transaction, its prior financial statements should
not be relied upon.

The plaintiffs are represented by the law firm of Shalov Stone &
Bonner LLP, which has extensive experience in the prosecution of
class actions on behalf of investors.

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


RESIDENTIAL ASSET: Fitch Puts Low-B Ratings on 11 Cert. Classes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these Residential Asset
Mortgage Products, Inc. issues:

   RAMP series 2002-RM1 Group 1:

     -- Classes A-I-1 to A-I-3, AP-1, AV-1 affirmed at 'AAA';
     -- Class M-I-1 upgraded to 'AAA' from 'AA+';
     -- Class M-I-2 upgraded to 'AA' from 'A';
     -- Class M-I-3 upgraded to 'A' from 'BBB';
     -- Class B-I-1 upgraded to 'BBB' from 'BB+';
     -- Class B-I-2 upgraded to 'B+' from 'B'.


   RAMP series 2002-RM1 Group 2:

     -- Classes A-II, AP-II, AV-II affirmed at 'AAA';
     -- Class M-II-1 upgraded to 'AAA' from 'AA+';
     -- Class M-II-2 upgraded to 'AA' from 'A+';
     -- Class M-II-3 upgraded to 'A' from 'BBB';
     -- Class B-II-1 upgraded to 'BB+' from 'BB';
     -- Class B-II-2 affirmed at 'B'.

   RAMP series 2002-SL1 Group 1:

     -- Classes A-I-3, A-I-IO affirmed at 'AAA'.

   RAMP series 2002-SL1 Group 2:

     -- Classes A-II-1 to A-II-4 affirmed at 'AAA';
     -- Class M-II-1 affirmed at 'AA';
     -- Class M-II-2 affirmed at 'A';
     -- Class M-II-3 affirmed at 'BBB';
     -- Class B-II-1 affirmed at 'BB';
     -- Class B-II-2 affirmed at 'B'.

   RAMP series 2003-RM1:

     -- Classes A-2 to A-8, A-8A, A-P, A-V affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 upgraded to 'AA' from 'A+';
     -- Class M-3 upgraded to 'A' from 'BBB+';
     -- Class B-1 upgraded to 'BB+' from 'BB';
     -- Class B-2 upgraded to 'B+' from 'B'.

   RAMP series 2003-RM2 Groups 1 & 2:

     -- Classes A-I-1 to A-I-6, AP-I, AV-I, A-II, AP-II,
        AV-II affirmed at 'AAA';

     -- Class M-1 affirmed at 'AA';

     -- Class M-2 affirmed at 'A';

     -- Class M-3 affirmed at 'BBB';

     -- Class B-1 affirmed at 'BB';

     -- Class B-2 affirmed at 'B'.

   RAMP series 2003-RM2 Group 3:

     -- Classes A-III, AP-III, AV-III affirmed at 'AAA';
     -- Class M-III-1 affirmed at 'AA+';
     -- Class M-III-2 affirmed at 'A+';
     -- Class M-III-3 upgraded to 'A-' from 'BBB+';
     -- Class B-III-1 upgraded to 'BBB' from 'BB';
     -- Class B-III-2 upgraded to 'B+' from 'B'.

The upgrades reflect increase in credit enhancement relative to
future loss expectations and affect about $12.5 million of
outstanding certificates.  The affirmations reflect credit
enhancement consistent with future loss expectations and affect
about $433 million of outstanding certificates.

The collateral in the 2002-RM1 series consists of fixed-rate and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.  The collateral in the 2002-
SL1 series consists of seasoned fixed-rate and adjustable-rate
mortgage loans secured by first liens on one- to four-family
residential properties.  The collateral in the 2003-RM1 and 2003-
RM2 series consist of fixed-rate mortgage loans secured by first
liens on one- to four-family residential properties.

As of the Sept. 26, 2005 distribution date, the pools factors --
current principal balance as a percentage of original balance --
on these deals ranged from 11% to 48%. The upgraded classes
benefit from credit enhancement three to four times the original
levels.

Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch web site
at http://www.fitchratings.com/


SAGOMA PLASTICS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sagoma Plastics, Inc.
        16 Landry Street
        Biddeford, Maine 04005

Bankruptcy Case No.: 05-22727

Type of Business: The Debtor designs and manufactures plastic
                  products.  See http://www.sagomaplastics.com/

Chapter 11 Petition Date: October 14, 2005

Court: District of Maine (Portland)

Debtor's Counsel: Benjamin E. Marcus, Esq.
                  Drummond Woodsum & MacMahon
                  245 Commercial Street
                  P.O. Box 9781
                  Portland, Maine 04104-5081
                  Tel: (207) 772-1941
                  Fax: (207) 772-3627

Total Assets: $2,917,387

Total Debts:  $4,251,550

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Polyone Corporation                        $373,886
   c/o Plastice One, Inc.
   12 Capitol Drive
   Wallingford, CT 06492

   Northern Design                             $61,694
   48 Water Street
   Kennebunk, ME 04043

   AGI Media                                   $50,000
   c/o MeadWestvaco Corporation
   299 Park Avenue
   New York, NY 10171

   Kelly Services, Inc.                        $47,747

   Project Staffing, Inc.                      $44,420

   Channel Prime Alliance, LLC                 $43,853

   Savcor Coatings Ltd.                        $43,125

   Aetna Inc.                                  $41,379

   Bearings Specialty Co., Inc.                $40,471

   Industrial Automation Supply                $35,780

   H. Muehlstein & Co., Inc.                   $34,146

   Cammy Magnetech Co. Ltd.                    $32,800

   Central Maine Power Co.                     $30,738

   Verrill & Dana, LLP                         $28,186

   Circle Products Co., Inc.                   $26,151

   GE Polymerland                              $24,376

   LaPlante Electric                           $23,512

   Freeport Manufacturing Company              $22,714

   City of Biddeford                           $20,984

   Control Solutions                           $19,642


SEQUOIA MORTGAGE: Credit Enhancement Cues Fitch to Lift Ratings
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these Sequoia Mortgage
Trust pass-through certificates:

   Sequoia Mortgage Trust, Trust 11

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA';
     -- Class B-2 upgraded to 'AA' from 'A';
     -- Class B-3 upgraded to 'A' from 'BBB';
     -- Class B-4 upgraded to 'BBB' from 'BB';
     -- Class B-5 upgraded to 'BB' from 'B'.

   Sequoia Mortgage Trust, Trust 12

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA';
     -- Class B-2 upgraded to 'AA' from 'A';
     -- Class B-3 upgraded to 'A' from 'BBB';
     -- Class B-4 upgraded to 'BBB' from 'BB';
     -- Class B-5 upgraded to 'BB' from 'B'.

   Sequoia Mortgage Trust, 2003-1

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA';
     -- Class B-2 upgraded to 'AA' from 'A';
     -- Class B-3 upgraded to 'A' from 'BBB';
     -- Class B-4 upgraded to 'BBB' from 'BB';
     -- Class B-5 upgraded to 'BB' from 'B'.

   Sequoia Mortgage Trust, 2003-3

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA';
     -- Class B-2 upgraded to 'AA' from 'A';
     -- Class B-3 upgraded to 'A' from 'BBB';
     -- Class B-4 upgraded to 'BBB' from 'BB';
     -- Class B-5 upgraded to 'BB' from 'B'.

   Sequoia Mortgage Trust, 2003-8

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

The underlying collateral for the Sequoia Mortgage transactions
consist of both 30-year adjustable-rates mortgages and 30-year
fixed-rate mortgages extended to prime borrowers.  As of September
2005 distribution date, the transactions aforementioned are
seasoned from a range of 21 to 35 months and the pool factors --
current mortgage loan principle outstanding as a percentage of the
initial pool -- ranges from approximately 49% to 60%.

The Sequoia Mortgage Trust loans are acquired from various
originators by a subsidiary of Redwood Trust Inc., a mortgage real
estate investment trust that invests in Residential real estate
loans and securities.  The master servicer for the deals above is
Wells Fargo Bank Minnesota, which is currently rated 'RPS1' by
Fitch.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$2.12 billion outstanding certificate as detailed above.  The
upgrades reflect an improvement in the relationship of credit
enhancement to future loss expectations and affect approximately
$111.3 million of certificates.  The CE levels for all the classes
affected by the upgrades have doubled their original enhancement
levels since closing date.

Fitch will continue to monitor these details.  Further information
regarding current delinquency, loss and credit enhancement
statistics is available on the Fitch Ratings web site at
http://www.fitchratings.com/.


SKYWAY COMMUNICATIONS: Doesn't Want Case Dismissed or Converted
---------------------------------------------------------------
As previously reported, a consortium of lenders known as the Talib
Parties asked the U.S. Bankruptcy Court for the Middle District of
Florida, Tampa Division, to dismiss or appoint a chapter 11
trustee in the chapter 11 case of SkyWay Communications Holding
Corp. fka I-Telecom, Inc., fka Mastertel Communications Corp.

The Talib Parties' allegations included:

   a) alleged prepetition mismanagement by the Debtor's officers;

   b) alleged prepetition misrepresentations by the Debtor's
      officers concerning the viability of Skyway's technology
      and the status of development;

   c) the alleged filing of public documents containing false
      representations; and

   d) alleged excessive expenditures by the Debtor's officers.

The Debtor contends that despite the Talib Parties' extensive
discovery, there is no admissible evidence to support any of the
allegations they made against Skyway's officers.

The Debtor adds that the Talib Parties are equity security
holders, not creditors of the estate.  The Debtor alleges that the
Talib Parties have attempted to alleviate their status from equity
holders to creditors by making unsubstantiated allegations of
fraud and misrepresentation in connection with their investment in
the company.

According to Skyway, it has claims against the Talib Parties far
exceeding their claims against the company.  Nick Talib, as agent
for the Talib Parties, committed a $43 million equity investment
sufficient to fund the company's business plan, the Debtor says.

Nick Talib, the Debtor relates, repeatedly represented to
prospective and current investors and other entities doing
business with the company that the Talib Parties would be funding
the company's business plan.  Instead, the Talib Parties ceased
providing equity funding to the Debtor after providing only $12
million.

The Debtor asserts that any failure of the company to meet its
contractual obligations or complete development of its technology
resulted from the Talib Parties' breach of their funding
obligation, not from fraud or mismanagement of the officers.

Furthermore, Skyway tells the Court that despite the Talib Parties
campaign to defame and publicly disparage the company, its
management and technology, the Debtor and its management are
actively engaged in negotiating with potential investors,
purchasers or merger partners.  If successful, will result in a
plan of reorganization that will yield greater returns to the
estate's creditors and equity holders than a conversion or
dismissal, the Debtor asserts.

The Talib group is comprised of:

              * Nuwave Limited,
              * Omar S. Bangaitah,
              * Ahmed Salem Bugshan,
              * Ahmad M. Al Ajlan,
              * Ali Al Sabah,
              * Castle Bridge Investors Ltd.,
              * Ibrahim Al Therban,
              * International Financial Advisors K.S.C.C.,
              * Khalid Al Attal,
              * Kuwait Investment Company,
              * Kuwait Real Estate Company,
              * Q Invest Inc.,
              * Madi M. Haider,
              * Mohammad H. Al Dall,
              * Nedal Al Massoud,
              * Osama A Al Abduljaleel,
              * Mahmoud H. Haider,
              * Pearl of Kuwait Real Estate Co.,
              * Saleh Al Salmi
              * Taiba Group, Inc.,
              * Therfield Holdings,
              * Waleed A. Al Essa,
              * Yasser Zakaria Al Nahhas,
              * Yousef Al Saleh, and
              * Nazar F. Talib.

The Talib group is represented by:

              Stanford R. Solomon
              The Solomon Tropp Law Group, P.A.
              400 North Ashley Plaza, Suite 3000
              Tampa, Florida 33602-4331
              Tel: 813-225-1818
              Fax: 813-225-1050

Headquartered in Clearwater, Florida, SkyWay Communications
Holding Corp. fka I-Teleco.com, Inc., fka Mastertel Communications
Corp. -- http://www.skywaynet.us/-- develops ground to air in-
flight aircraft communication.  The Debtor filed for chapter 11
protection on June 14, 2005 (Bankr. M.D. Fla. Case No. 05-11953).
When the Debtor filed for protection from its creditors, it listed
$1 million to $10 million in assets and $10 million to $50 million
in debts.


SPILLMAN DEVELOPMENT: Wants General Partners to File Schedules
--------------------------------------------------------------
Fire Eagle, LLC, asks the U.S. Bankruptcy Court for the Western
District of Texas, Austin Division, to compel Spillman Development
Group, Ltd.'s general partners to file schedules and statements of
financial affairs in accordance with Rule 1007(g) of the
Bankruptcy Procedure.

The Debtor's original partners were SDG Management, Inc., as
general partner, and Stephen W. Gurasich, Jr., and Donalad C.
Walden as limited partners.  In 2001, SDG Golf Management LLC
replaced SDG Management as a general partner of Oak Creek.

The Debtor owes Fire Eagle $4.1 million on account of the
commercial development of 200 acres of real property.  The
Debtor's obligation to Fire Eagle is secured by a Deed of Trust
and Security Agreement under which the lender was given a lien on
the ground lease, the fee simple acreage, and substantially all of
the Debtor's personal property.

The Debtor listed in its Schedules of Assets and Liabilities, a
$7,588,543 assets and $16,118,709 liabilities.  Under the Texas
Uniform Partnership & Limited Partnership Acts, the Debtor's
general partner is liable to satisfy any deficiency in the payment
of debts.  In accordance with Rule 1007(b) of the Bankruptcy Rules
of Procedure, Fire Eagle wants SDG Management and SDG Golf to file
schedules and statements of affairs.

Fire Eagle is represented by:

       Raymond W. Battaglia, Esq.
       Oppenheimer, Blend, Harrison & Tate, Inc.
       711 Navarro, Sixth Floor
       San Antonio, Texas 78205
       Tel: 210-224-2000, Fax: 210-224-7540

Spillman Development Group, Ltd. --
http://www.falconheadaustin.com/-- operates a golf course in
Austin, Texas.  The Debtor filed for chapter 11 protection on
August 1, 2005 (Bankr. W.D. Tex. Case No. 05-14415).  Eric J.
Taube, Esq., at Hohmann, Taube & Summers, LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $7,588,543 in assets and
$16,118,709 in liabilities.


TIFFANY ASSOCIATES: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tiffany Associates, Inc.
        766 Drew Street
        Brooklyn, New York 11208

Bankruptcy Case No.: 05-32381

Chapter 11 Petition Date: October 14, 2005

Court: Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky LLP
                  489 Fifth Avenue, 28th Floor
                  New York, New York 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544

Total Assets:  $2,500,100

Total Debts:  $18,466,610

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
JE Roberts                       783 Eldert Lane,    $17,452,000
6 Divine Street                  Block 4469, Lot 1,
North Haven, CT 06473            54 Brooklyn,
                                 NY 11208;
                                 Acct. # 031-71114
                                 ($17,000,000);
                                 Acct. #041-19549
                                 ($184,000);
                                 Acct. #051-35389
                                 ($268,000)

Darshan Shah                     Loan                   $500,000
796-A Drew Street
Brooklyn, NY 11208

Jay Arthur Goldberg              Legal Services         $315,000
30 Bay Street
Staten Island, NY 10301

New York City                    783 Eldert Lane,       $179,284
Department of Finance            Block 4469, Lot 1,
P.O. Box 32                      54 Brooklyn,
New York, NY 10008               NY 11208

Metropolitan Realty              Water Charge            $16,230
Exemptions Inc.                  Reduction
118 Middleton Street
Brooklyn, NY 11206

New York State Tax Department    Franchise Tax            $3,896
W.A. Harriman Campus
Room 958, Building 8
Albany, NY 12227

Raymond Zutell                   Legal Services             $200
4348 Katonah Avenue
Bronx, NY 10470

Environmental Control Board      Violations              Unknown
P.O. Box 2307
Peck Slip Station
New York, NY 10272

Robert Prignoli                                          Unknown
475 Bement Avenue
Staten Island, NY 10310

Skyview Realty Associates        Lessor damage           Unknown
c/o Suslovich & Klein            claim
1507 Avenue M
Brooklyn, NY 11230


TROPICAL SPORTSWEAR: Agrees to Negotiate Class Action Settlement
----------------------------------------------------------------
TSLC I, Inc., as successor to Tropical Sportswear Int'l, Inc.,
agreed to negotiate a global settlement agreement with its
shareholders in the securities litigation pending in the U.S.
District Court for the Middle District of Florida.

The settlement is subject to definitive documentation, the
District Court's approval and the approval of the U.S. Bankruptcy
Court for the Middle District of Florida.  The former officers and
directors named as defendants in the Shareholders' Action along
with the plaintiff shareholders have agreed to the settlement.
The settlement will also resolve similar claims and causes of
action asserted by the Liquidating Trustee in the Bankruptcy
Court.  The settlement is not to be construed or deemed to be
evidence of an admission or concession by the former officers and
directors of any liability, wrongdoing, or breach of any duty.
The settlement provides for, among other things:

   -- the plaintiffs in the Shareholder Action to receive a
      payment of $8 million; and

   -- the TSLC I, Inc. Liquidating Trust to receive a payment of
      $4.5 million.

The class action suit was initiated by Richard R. Reina on behalf
of himself and all other similarly situated shareholders (Case No.
8:03-CV-1958-T-23TGW).

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.
-- http://www.savane.com/-- designs, produces and markets branded
branded apparel products that are sold to major retailers in all
levels and channels of distribution.  The Company and its
debtor-affiliates filed for chapter 11 protection on Dec. 16, 2004
(Bankr. M.D. Fla. Case No. 04-24134).  David E. Bane, Esq., and
Denise D. Dell-Powell, Esq., at Akerman Senterfitt, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$247,129,867 and total debts of $142,082,756.


UAL CORP: Panel Doesn't Want Verizon to Intervene in Disney Claim
-----------------------------------------------------------------
Walt Disney Pictures and Television is the Owner Participant in
the U.S. Leveraged Lease for a Boeing 747-422 Aircraft with Tail
No. N183UA.  UAL Corporation and its debtor-affiliates rejected
the lease for Tail No. N183UA as of Oct. 24, 2003.  Walt Disney
filed Claim No. 37718 for indemnification of the loss of certain
benefits based on a Tax Indemnity Agreement with United Air Lines,
Inc.

The Debtors object to Claim No. 37718.  David R. Seligman, Esq.,
at Kirkland & Ellis, in Chicago, Illinois, explains that the Tax
Indemnity Agreement explicitly states that Walt Disney has no
claim if the Debtors owe or will owe liquidated damages, also
known as the Stipulated Loss Value, or if the Debtors will make
payments to the lenders based on the SLV.  Walt Disney has no
claim because U.S. Bank, as Indenture Trustee, has filed a claim
for the SLV.  Mr. Seligman states that U.S. Bank, not Walt
Disney, is the proper party to assert a claim under the Leveraged
Lease.

Even if Walt Disney could demonstrate a contractual right to
assert a claim under the Tax Indemnity Agreement, any related
distribution would produce a windfall to Walt Disney because it
would duplicate distributions to U.S. Bank for its SLV claim.
Mr. Seligman explains that this scenario would produce a double
recovery since the formula for calculating SLV incorporates a
component for Walt Disney's tax losses.  The Leveraged Lease was
structured so that the SLV includes Walt Disney's Tax Indemnity
Agreement claim.  That way, in the event of a casualty or default
by the Debtors, there would be a single liquidated damages claim
capturing all liabilities.

Mr. Seligman asserts that the Tax Indemnity Agreement Claim
should be disallowed in full.  Walt Disney must look to U.S.
Bank, not the Debtors, to recover its tax-related damages.

                  Committee Supports Objection

The Official Committee of Unsecured Creditors supports the
Debtors' objection to Claim No. 37718.  Carole Neville, Esq., at
Sonnenschein, Nath & Rosenthal, in New York City, says the
Committee reserves its right to object to the Tax Indemnity Claim
or any claim asserted by U.S. Bank.

                   Verizon Wants to Intervene

Verizon Capital Corp. seeks Judge Wedoff's permission to
intervene in the Debtors' objection to Walt Disney Pictures and
Television's Claim No. 37718.

"Without disclosure to the Court or dozens of similarly situated
creditors whose interest will be vitally affected, the Debtors
filed a seemingly innocuous objection to a single aircraft equity
claim that is a test case to determine the allowance of several
billion dollars in claims," alleges William J. Rochelle, III,
Esq., at Fulbright & Jaworski, in New York City.

Verizon is the beneficial owner of the equity interest in
17 aircraft.  Like Disney, Verizon has asserted substantial tax
indemnity claims.  The holders of equity interests in the
Debtors' aircraft fleet constitute the single largest group of
claims in the proceedings, aside from the Pension Benefit
Guaranty Corporation.

The claims of aircraft equity holders "amount to several billion
dollars," notes Mr. Rochelle.

Mr. Rochelle argues that the Debtors "cobbled together their
argument by selectively quoting from documents and not showing
the Court important provisions leading to the opposite
conclusion."

             Disney Should Not Represent Tax Claims

Each equity holder should be afforded an opportunity to submit
papers, compare operative documents and appear at hearings, Mr.
Rochelle asserts.  The Disney Claim should not represent all tax
indemnity claims when other equity holders with more aircraft
have greater amounts of money at risk.  Due process and
fundamental fairness require precluding the Debtors from
proceeding with the Disney Objection until the entire class of
affected creditors is given an opportunity to be heard.

Mr. Rochelle says the Debtors should be required to file an
objection to every Tax Indemnity Claim under dispute, because
operative documents are not identical among aircraft financings.

"Some have subtle yet potentially significant differences in
language," states Mr. Rochelle.

The Debtors should not be permitted to select a test case based
on documentation that may be more likely to produce a favorable
result.

                 Court Should Halt Proceedings

Additionally, the Court should halt the proceedings on Claim No.
37718 until the Debtors have initiated objections to every Tax
Indemnity Claim in dispute, Mr. Rochelle tells the Court.

The Debtors have known the identity of every claimant for 27
months.  The Debtors have allowed over two years to pass without
filing an objection.  Accordingly, the Court should allow the
creditor class to organize and explore a joint defense.

          Committee Doesn't Want Verizon to Intervene

The Official Committee of Unsecured Creditors asks the Court to
overrule and deny Verizon's request for intervention.

Verizon has no direct involvement in Disney's Claim or the
Debtors' objection, Robert R. Richards, Esq., at Sonnenschein,
Nath & Rosenthal, in Chicago, Illinois, argues.

Furthermore, Verizon comes to the Court with myriad, disjointed
demands and requests.  For instance, Mr. Richards says, Verizon
argues -- without reference to the actual language in the Disney
agreements -- that the Debtors should honor the Tax Indemnity
Claims from equity owners.  Verizon also asks the Court to
adjudicate the claims of all equity owners in a single
proceeding.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: PBGC Seeks Support From Court on FA Plan Termination
--------------------------------------------------------------
On June 23, 2005, the Pension Benefit Guaranty Corporation
determined that the United Airlines Flight Attendant Defined
Benefit Pension Plan should be terminated.  The PBGC issued a
notice of determination to UAL Corporation and its debtor-
affiliates and the Association of Flight Attendants-CWA, AFL-CIO.
The next day, the Debtors and the PBGC entered into a Trusteeship
Agreement for termination of the FA Plan and appointment of the
PBGC as trustee.  The Trusteeship Agreement obligated the PBGC to
pay $1,700,000,000 in underfunded benefits to plan participants.

Against this backdrop, the PBGC asks the U.S. Bankruptcy Court for
the Northern District of Illinois to issue a summary judgment
declaring that the PBGC did not act arbitrarily and capriciously
in terminating the FA Plan.

Jeffrey B. Cohen, Esq., Chief Counsel at the PBGC in Washington,
D.C., explains that the PBGC terminated the FA Plan as soon as
possible to prevent the accrual of additional costs.  By
contesting termination, the Flight Attendants seek to shift
financial responsibility for additional payments onto the PBGC
and its premium-payers.

The "PBGC was fully justified, and far from arbitrary and
capricious, when it determined that the facts and circumstances
of this case presented an unreasonable risk of loss," Mr. Cohen
explains.  With a deficit of over $23,000,000,000 in 2005, the
PBGC must protect its financial interest and the related
interests of its stakeholders.  The AFA's actions would further
jeopardize the health of the nation's pension insurer.

Mr. Cohen further notes that summary judgment will facilitate
resolution of the pertinent question of law -- whether the
administrative record supports the PBGC's determination or shows
that it was arbitrary and capricious.

The issue in the case "is not whether there are contested fact
questions in the underlying administrative record, but rather the
legal question of whether the agency action was arbitrary and
capricious or not supported by substantial evidence," Mr. Cohen
says.

Mr. Cohen asserts that the administrative record fully supports
the PBGC's determination that the FA Plan will not be able to pay
benefits when due.  The PBGC's potential long-run loss will
increase if the FA Plan is not terminated.  The PBGC examined the
underfunding of the Plan and its escalating underfunding.  At the
time of the termination recommendation, the Plan was underfunded
by over $2,000,000,000 with a funded ratio of 39.8%.  In
addition, the Debtors did not make required minimum funding
contributions over the last year and have no plans to make any
funding contributions in the future.  Therefore, the PBGC
rationally determined that the FA Plan would be unable to pay
benefits when due.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Inks New $583 Million Loan Agreement with ATSB Lenders
------------------------------------------------------------------
In connection with the consummation of its merger with America
West Airlines, on September 27, 2005, US Airways, Inc., as
borrower, entered into a $583 million Amended and Restated Loan
Agreement with:

   -- the Air Transportation Stabilization Board;
   -- the lenders party to the agreement from time to time;
   -- Citibank, N.A., as Agent;
   -- Wilmington Trust Company, as Collateral Agent;
   -- Citicorp North America, Inc. as Govco Administrative Agent.

America West Airlines also entered into a separate Amended and
Restated Loan Agreement with the ATSB.

The ATSB Loans amend and restate the previously outstanding loans
of both US Airways and AWA, each guaranteed in part by the ATSB.

Under the US Airways Loan, $525 million is guaranteed by the ATSB
under the Air Transportation Safety and System Stabilization Act.

The US Airways ATSB Loan bears interest:

   1.  90% of the US Airways ATSB Loan (Tranche A) -- the
       guaranteed portion of the loan -- was funded through a
       participating lender's commercial paper conduit program
       and bears interest at a rate equal to the conduit
       provider's weighted average cost related to the issuance
       of certain commercial paper notes and other short term
       borrowings plus 0.30%, provided that portions of Tranche A
       that are held by the ATSB or by an assignee and no longer
       subject to the commercial paper conduit program bear
       interest at LIBOR plus 40 basis points, and portions of
       Tranche A that are under certain circumstances assigned
       free of the ATSB guarantee bear interest at LIBOR plus
       6.0%; and

   2.  10% of the US Airways ATSB Loan (Tranche B) bears interest
       at the greater of the Tranche A interest rate plus 6.0%
       and LIBOR plus 6.0% from a current rate of LIBOR plus
       4.0%.

US Airways is charged an annual guarantee fee in respect of the
ATSB guarantee equal to 6.0% of the guaranteed amount (initially
$525 million).  The US Airways loan reschedules amortization
payments for US Airways with semi-annual payments beginning on
March 31, 2007, and continuing through September 30, 2010.

The US Airways Loan is guaranteed by US Airways Group and all of
its domestic subsidiaries, with certain limited exceptions.  It
is secured by a first priority lien on substantially all of the
present and future assets of US Airways Group and the other loan
parties not otherwise encumbered, other than certain specified
assets, including assets which are subject to other financing
agreements (subject to an increased amortization requirement if
US Airways is unable to pledge or grant a perfected lien in its
leasehold interest in certain airport facilities).

US Airways Group is required to maintain consolidated
unrestricted cash and cash equivalents, less:

   (a) the amount of all outstanding advances by credit card
       processors and clearing houses in excess of 20% of the air
       traffic liabilities;

   (b) $250 million presumed necessary to fund a subsequent tax
       trust (to the extent not otherwise funded by US Airways
       Group);

   (c) $35 million presumed necessary to post collateral to
       clearing houses (to the extent not posted); and

   (d) any unrestricted cash or cash equivalents held in
       unperfected accounts;

in an amount -- subject to partial reduction under certain
circumstances upon mandatory prepayments made with the net
proceeds of future borrowings and issuances of capital stock --
not less than:

     * $525 million through March 2006;
     * $500 million through September 2006;
     * $475 million through March 2007;
     * $450 million through September 2007;
     * $400 million through March 2008;
     * $350 million through September 2008; and
     * $300 million through September 2010.

US Airways must pay down the principal of its loan with the first
$125 million of net proceeds from specified asset sales
identified in connection with its Chapter 11 proceedings, whether
completed before or after emergence.  US Airways then retains the
next $83 million of net proceeds from specified assets sales, and
must pay 60% of net proceeds in excess of an aggregate of $208
million from specified asset sales to the ATSB.  Any asset sales
proceeds up to $275 million are to be applied in order of
maturity, and any asset sales proceeds in excess of $275 million
are to be applied pro rata across all maturities in accordance
with the loan's early amortization provisions.

US Airways completed in excess of $125 million in asset sales
prior to emergence from the Chapter 11 proceedings, satisfying
the minimum prepayment requirement.

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. (US Airways Bankruptcy News, Issue
No. 108; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                        *     *     *

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.


US AIRWAYS: Pacific Exchange Begins Trading Options
---------------------------------------------------
The Pacific Exchange, Inc., commenced trading options on
US Airways Group Inc. equity securities on October 3, 2005.
The PCX trades in all expiration months and strike prices,
including E-FLEX and LEAPS, currently in the marketplace.

US Airways Group, Inc., trades on the March expiration cycle with
exercise limits set at 2,500,000 shares.  The issue trades by lead
market makers Mark Krommenhoek and Julia Overs of Citigroup
Derivatives Markets, Inc.

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. (US Airways Bankruptcy News, Issue
No. 108; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                        *     *     *

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.


US AIRWAYS: American Stock Exchange Trades Options
--------------------------------------------------
The American Stock Exchange launched trading in options on the
New York Stock Exchange listed stock of US Airways Group, Inc., on
September 29, 2005.

US Airways Group options opened with strike prices of 17-1/2 to 20
to 22-1/2 and position limits of 2,500,000 shares.  The options
will trade on the March expiration cycle with initial expirations
in October, November, December and March.  The specialist is Group
One Trading, LP.

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. (US Airways Bankruptcy News, Issue
No. 108; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                        *     *     *

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.


USG CORP: Equity Committee Gets Court Okay to Hire Morris Nichols
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
USG Corporation and its debtor-affiliates' chapter 11 cases
permission to retain Morris, Nichols, Arsht and Tunnell as its
local counsel, nunc pro tunc to May 14, 2005.

As the Equity Committee's counsel, Morris Nichols will:

   (a) take all necessary actions to protect the Equity
       Committee's rights and interest with respect to the
       Debtors' Chapter 11 cases;

   (b) assist the Equity Committee with respect to its
       organization, the conduct of its business and meetings,
       the dissemination of information to its constituency, and
       other matters deemed necessary to facilitate the
       administrative activities;

   (c) attend the Equity Committee's meetings;

   (d) prepare all necessary documents in connection with the
       Debtors' cases;

   (e) represent and advise the Equity Committee in connection
       with any Chapter 11 plan and related matters;

   (f) confer with the Debtors, the statutory committees and
       their counsel, and other professionals engaged by the
       Equity Committee;

   (g) review the Debtors' activities and matters concerning the
       treatment of their equity interests;

   (h) attend to the inquiries of the Equity Committee members;

   (i) perform all necessary legal services in connection with
       the pending asbestos claims estimation litigation in the
       Debtors' cases, and other litigation as may be directed by
       the Equity Committee; and

   (j) represent the Equity Committee in any contested matter or
       adversary proceeding in the Debtors' cases affecting or
       concerning:

       -- the treatment of equity interests, whether under a
          Chapter 11 plan or otherwise;

       -- the Equity Committee's power and duties; and

       -- the application for and payment of the expenses
          incurred by the Equity Committee members.

Morris Nichols will be paid in accordance with its customary
hourly rates in effect from time to time:

              Partners                $400 to $585
              Associates              $220 to $380
              Paraprofessionals           $165
              Case clerks                 $100

The firm will also be reimbursed for necessary out-of-pocket
expenses incurred.

The attorneys principally responsible for the Equity Committee's
representation and their current hourly rates are:

          Robert J. Dehney (partner)         $550
          Daniel B. Butz (associate)          260
          Curtis S. Miller (associate)        245
          Joanna F. Newdeck (associate)       220

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VIDEO WITHOUT BOUNDARIES: Net Loss Rises Following Restatement
--------------------------------------------------------------
Video Without Boundaries, Inc., filed an Amended Form 10-QSB with
the Securities and Exchange Commission to restate its Quarterly
Report for the period ended March 31, 2004, originally filed on
May 14, 2004.  The restated financials were delivered to the SEC
earlier this month.

The overall result of the restatement was to increase the net loss
suffered by the Company to $509,589 from the originally reported
net loss of $183,408 for the first quarter of 2004.

The restatement corrects the accounting of these transactions:

    a) correction for amounts incorrectly recorded as cash in
       transit;

    b) reduction of inventory to correct carrying amount;

    c) reclassification of the purchase of a web portal and media
       ready software to property and equipment;

    d) increase in depreciation expense on property and equipment;

    e) reclassification of a loan receivable to investments and
       subsequent provision for decline in value;

    f) booking of additional invoices to accounts payable;

    g) conversion of additional amounts from shareholder loans to
       common stock;

    h) recording of interest on shareholder loans;

    i) accrual for salary to president;

    j) booking of accrued expenses; and

    k) reversal of a sale and related cost of sales.


The most noteworthy adjustments were to accounts receivable which
fell from the originally reported $302,064 to $1,725; property and
equipment which registered $97,427 prior to restatement, and
$462,448 after restatement; accounts payable with an increase from
originally reported $44,292 to a restated $62,499; and an
accumulated deficit which rose from $3,614,158 to a restated
$4,565,785.

Revenues fell from $86,563 to $2,553 restated, with a consequent
drop in cost of sales from $68,310 to $3,310.

The Company has generated minimal revenue since its inception and
has incurred net losses of approximately $4.6 million.

                     Going Concern Doubt

Baum & Company, PA, expressed substantial doubt about Video
Without Boundaries, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the years
ended Dec. 31, 2003 and 2002.  The auditing firm pointed to the
Company's recurring losses from operations and net capital
deficiency.

Video Without Boundaries has not submitted its annual report on
Form 10-K with the Securities and Exchange Commission for the year
ended Dec. 31, 2004.  In a report filed in March 2005, Management
informed the SEC that the Company's financial statements have not
yet been completed.

                About Video Without Boundaries

Video Without Boundaries -- http://www.vwbinc.com/-- provides
products and services in the converging digital media on demand,
enhanced home entertainment and emerging interactive consumer
electronics markets.  The Company is focused on home entertainment
media products and solutions that enhance the consumer experience,
while providing new revenue opportunities for online music and
movie content providers.  The Company is becoming a supplier of
broadband products, services and content including its ability to
deliver broadcast quality digital video and web interactivity at
transfer rates as low as 56K.


VINTAGE PETROLEUM: S&P Reviews BB- Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'A-/A-2' corporate
credit rating on exploration and production company Occidental
Petroleum Corp. following the company's announced acquisition of
Vintage Petroleum Inc. for $3.8 billion.

In addition, Standard & Poor's placed its 'BB-/B-2' corporate
credit rating on Vintage on CreditWatch with positive
implications.

At the close of the transaction, which is expected to occur in the
first quarter of 2006, the ratings on Vintage are expected to be
equalized with the ratings on Occidental, reflecting Occidental's
guaranty of Vintage's debt.

The outlook on Occidental is stable.  Pro forma for the proposed
transaction, Los Angeles, Calif.-based Occidental had total
outstanding debt of about $3.6 billion as of Sept. 30, 2005.

"The affirmation reflects the company's prudent financing of the
proposed transaction," said Standard & Poor's credit analyst Brian
Janiak.

Occidental is financing the transaction primarily with common
equity of about $2.2 billion, cash on hand of about $1.4 billion,
and the assumption of $550 million of Vintage debt and $225
million of Vintage's cash on hand.

Standard & Poor's affirmation reflects the continued strides
Occidental's management has taken over the past two years to
improve the company's financial profile to levels commensurate for
'A-' rating.

Occidental has increased its production levels through organic and
acquisition growth while maintaining a competitive cost structure
compared with other similarly rated E&P companies," said Mr.
Janiak.

The stable outlook reflects the expectation that Occidental will
continue to fund its operations and growth initiatives in a
conservative manner.


WELLS FARGO: S&P Puts Low-B Ratings on 126 Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 41
classes from 13 series issued by Wells Fargo Mortgage Backed
Securities Trust.  At the same time, ratings are affirmed on
the remaining classes from the same transactions and from various
other Wells Fargo Mortgage Backed Securities Trust series.

The raised ratings reflect:

   -- credit support percentages that are at least 1.72x the loss
      coverage levels associated with the higher ratings;

   -- remaining collateral balances that are less than 44.96% of
      their original sizes -- and less than 30% for the majority;
      and

   -- excellent collateral pool performance, as demonstrated by
      low cumulative losses of no more than 3 basis points.

Sixteen classes from four series backed by 15-year, fixed-rate
mortgage loans were among those that were upgraded.  As of the
September 2005 distribution date, no series in this group had any
seriously delinquent loans.  Furthermore, all of these series
experienced low or no realized losses.  The average amount of
mortgage seasoning for the 15-year, fixed-rate group is 39
months.

In addition, 26 classes from 11 series backed by 30-year, fixed-
rate mortgage loans were among those that were upgraded.  Serious
delinquencies ranged between 0.00% -- for five series -- and 1.89%
-- for series 2002-19.  Cumulative realized losses were no greater
than 2 bps for these 11 series.  The average amount of mortgage
seasoning for the 30-year, fixed-rate group is 39 months.

The rating affirmations reflect credit enhancement percentages
that are sufficient to support the current ratings.  As with the
upgraded certificates, the mortgage pools backing the certificates
with affirmed ratings have experienced excellent collateral
performance with low delinquencies and low or no realized losses.

The collateral backing the certificates consists of prime, first-
lien mortgage loans secured by one- to four-family residential
properties.

                         Ratings Raised

         Wells Fargo Mortgage Backed Securities Trust
                  Mortgage Pass-Through Certs

                                     Rating
                 Series    Class   To      From
                 ------    -----   --      ----
                 2002-1    B-2     AAA     AA+
                 2002-1    B-3     AA+     AA-
                 2002-17   B-3     AAA     AA+
                 2002-18   B-2     AAA     AA+
                 2002-18   B-3     AA+     AA-
                 2002-19   B-3     AA+     AA
                 2002-20   B-2     AAA     AA+
                 2002-20   B-3     AA+     AA-
                 2002-22   B-3     AAA     AA+
                 2003-1    I-B-1   AAA     AA+
                 2003-1    I-B-2   AA      AA-
                 2003-1    I-B-3   A       A-
                 2003-1    I-B-4   BBB     BBB-
                 2003-1    I-B-5   BB      BB-
                 2003-1    II-B-1  AAA     AA+
                 2003-1    II-B-2  AA      AA-
                 2003-1    II-B-3  A+      A
                 2003-1    II-B-4  BBB+    BBB-
                 2003-2    B-1     AAA     AA+
                 2003-2    B-2     AA      AA-
                 2003-2    B-3     A       BBB+
                 2003-2    B-4     BBB     BB+
                 2003-2    B-5     BB      B+
                 2003-3    I-B-2   AA-     A+
                 2003-3    II-B-2  AA-     A+
                 2003-3    II-B-3  BBB+    BBB
                 2003-3    II-B-4  BB+     BB
                 2003-3    II-B-5  B+      B
                 2003-A    B-1     AAA     AA+
                 2003-A    B-2     AA      AA-
                 2003-A    B-3     A       A-
                 2003-A    B-4     BBB     BBB-
                 2003-C    B-1     AAA     AA+
                 2003-C    B-2     AA      AA-
                 2003-C    B-3     A+      A-
                 2003-C    B-4     BBB     BB+
                 2003-C    B-5     BB      B+
                 2003-D    B-2     AA-     A+
                 2003-D    B-3     A-      BBB+
                 2003-F    B-1     AA+     AA
                 2003-F    B-3     BBB+    BBB

                        Ratings Affirmed

            Wells Fargo Mortgage Backed Securities Trust
                     Mortgage Pass-Through Certs

     Series    Class                                     Rating

     2002-1    A-2,A-PO,B-1                                 AAA
     2002-17   A-1,A-2,A-3,A-PO,B-1,B-2                     AAA
     2002-17   B-5                                          BBB
     2002-18   I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6,I-A-8    AAA
     2002-18   I-A-16,I-A-17                                AAA
     2002-18   II-A-4,II-A-5,II-A-18,II-A-WIO,A-PO,B-1      AAA
     2002-19   I-A-5,I-A-7,I-A-8,I-A-9,I-A-PO               AAA
     2002-19   II-A-5,II-A-7,II-A-PO,B-1,B-2                AAA
     2002-20   A-3,A-4,A-5,A-PO,B-1                         AAA
     2002-22   I-A-9,I-A-12,II-A-4,II-A-10                  AAA
     2002-22   II-A-PO,I-A-WIO,II-A-WIO,B-1,B-2             AAA
     2003-1    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6,I-A-7    AAA
     2003-1    I-A-8,I-A-9,I-A-10                           AAA
     2003-1    II-A-6,II-A-7,II-A-8,II-A-9,A-PO             AAA
     2003-1    II-A-7,II-A-8,II-A-9,A-PO                    AAA
     2003-1    II-B-5                                       B
     2003-2    A-2,A-3,A-4,A-5,A-6,A-7,A-8,A-9,A-10         AAA
     2003-2    A-11,A-PO                                    AAA
     2003-3    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6,I-A-7    AAA
     2003-3    I-A-8,I-A-9,I-A-10,I-A-11,I-A-12,I-A-13      AAA
     2003-3    I-A-14,I-A-15,I-A-16,I-A-17,I-A-18,I-A-19    AAA
     2003-3    I-A-20,I-A-21,I-A-22,I-A-23,I-A-24           AAA
     2003-3    II-A-1,A-PO                                  AAA
     2003-3    I-B-1,II-B-1                                 AA+
     2003-3    I-B-3                                        BBB+
     2003-3    I-B-4                                        BB
     2003-3    I-B-5                                        B
     2003-6    I-A-1,I-A-PO,II-A-1,II-A-2,II-A-3,II-A-PO    AAA
     2003-6    B-1                                          AA
     2003-6    B-2                                          A
     2003-6    B-3                                          BBB
     2003-6    B-4                                          BB
     2003-6    B-5                                          B
     2003-7    A-1,A-2,A-3,A-4,A-PO                         AAA
     2003-7    B-1                                          AA
     2003-7    B-2                                          A
     2003-7    B-3                                          BBB
     2003-7    B-4                                          BB
     2003-7    B-5                                          B
     2003-8    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-9,A-PO         AAA
     2003-8    B-1                                          AA
     2003-8    B-2                                          A
     2003-8    B-3                                          BBB
     2003-8    B-4                                          BB
     2003-8    B-5                                          B
     2003-9    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6,I-A-7    AAA
     2003-9    I-A-8,I-A-9,I-A-10,I-A-11,I-A-12,I-A-13      AAA
     2003-9    I-A-14,I-A-15,I-A-16,A-PO,II-A-1             AAA
     2003-10   A-1,A-2,A-3,A-4,A-PO                         AAA
     2003-10   B-1                                          AA
     2003-10   B-2                                          A
     2003-10   B-3                                          BBB
     2003-10   B-4                                          BB
     2003-10   B-5                                          B
     2003-11   I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6,I-A-8    AAA
     2003-11   I-A-9,I-A-10,I-A-11,I-A-12,I-A-13,I-A-PO     AAA
     2003-11   II-A-1,II-A-PO                               AAA
     2003-11   B-1                                          AA
     2003-11   B-2                                          A
     2003-11   B-3                                          BBB
     2003-11   B-4                                          BB
     2003-11   B-5                                          B
     2003-12   A-1,A-2,A-3,A-PO                             AAA
     2003-12   B-1                                          AA
     2003-12   B-2                                          A
     2003-12   B-3                                          BBB
     2003-12   B-4                                          BB
     2003-12   B-5                                          B
     2003-13   A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-PO             AAA
     2003-13   B-1                                          AA
     2003-13   B-2                                          A
     2003-13   B-3                                          BBB
     2003-13   B-4                                          BB
     2003-13   B-5                                          B
     2003-14   I-A-1,I-A-2,I-A-3,I-A-4,II-A-1,II-A-2,A-PO   AAA
     2003-14   B-1                                          AA
     2003-14   B-2                                          A
     2003-14   B-3                                          BBB
     2003-14   B-4                                          BB
     2003-14   B-5                                          B
     2003-15   I-A-1,I-A-2,I-A-3,II-A-1,A-PO                AAA
     2003-15   B-1                                          AA
     2003-15   B-2                                          A
     2003-15   B-3                                          BBB
     2003-15   B-4                                          BB
     2003-15   B-5                                          B
     2003-16   I-A-1,II-A-1,II-A-2,II-A-3,II-A-4,II-A-IO    AAA
     2003-16   III-A-1,III-A-2,A-PO                         AAA
     2003-16   B-1                                          AA
     2003-16   B-2                                          A
     2003-16   B-3                                          BBB
     2003-16   B-4                                          BB
     2003-16   B-5                                          B
     2003-17   I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6,I-A-7    AAA
     2003-17   I-A-8,I-A-9,I-A-10,I-A-11,I-A-12,I-A-13      AAA
     2003-17   I-A-14,I-A-IO,II-A-1,II-A-2,II-A-3,II-A-4    AAA
     2003-17   II-A-5,II-A-6,II-A-7,II-A-8,II-A-9,II-A-10   AAA
     2003-17   II-A-11,A-PO                                 AAA
     2003-17   B-1                                          AA
     2003-17   B-2                                          A
     2003-17   B-3                                          BBB
     2003-17   B-4                                          BB
     2003-17   B-5                                          B
     2003-18   A-1,A-2,A-3,A-4,A-5,A-PO,A-R                 AAA
     2003-18   B-1                                          AA
     2003-18   B-2                                          A
     2003-18   B-3                                          BBB
     2003-18   B-4                                          BB
     2003-18   B-5                                          B
     2003-19   A-1,A-2,A-3,A-4,A-PO                         AAA
     2003-19   B-1                                          AA
     2003-19   B-2                                          A
     2003-19   B-3                                          BBB
     2003-19   B-4                                          BB
     2003-19   B-5                                          B
     2003-A    A-5,A-6,A-7                                  AAA
     2003-C    A-4,A-5,A-6,A-7,A-8,A-9                      AAA
     2003-D    A-1                                          AAA
     2003-D    B-1                                          AA+
     2003-D    B-4                                          BB+
     2003-D    B-5                                          B
     2003-E    A-1,A-2,A-3,A-4,A-WIO                        AAA
     2003-E    B-1                                          AA
     2003-E    B-2                                          A
     2003-E    B-3                                          BBB
     2003-E    B-4                                          BB
     2003-E    B-5                                          B
     2003-G    A-1,A-IO                                     AAA
     2003-G    B-1                                          AA
     2003-G    B-2                                          A
     2003-G    B-3                                          BBB
     2003-G    B-4                                          BB
     2003-G    B-5                                          B
     2003-H    A-1                                          AAA
     2003-H    B-1                                          AA
     2003-H    B-2                                          A
     2003-H    B-3                                          BBB
     2003-H    B-4                                          BB
     2003-H    B-5                                          B
     2003-J    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6,I-A-7    AAA
     2003-J    I-A-8,I-A-9,I-A-10,I-A-11,I-A-12             AAA
     2003-J    II-A-1,II-A-2,II-A-3,II-A-4,II-A-5,II-A-6    AAA
     2003-J    II-A-7,III-A-1,III-A-2,III-A-3               AAA
     2003-J    IV-A-1,IV-A-2,IV-A-3,V-A-1                   AAA
     2003-J    B-1                                          AA
     2003-J    B-2                                          A
     2003-J    B-3                                          BBB
     2003-J    B-4                                          BB
     2003-J    B-5                                          B
     2003-K    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5                AAA
     2003-K    II-A-1,II-A-2,II-A-3,II-A-4,II-A-5,II-A-6    AAA
     2003-K    II-A-7,III-A-1,III-A-2,III-A-3,III-A-4       AAA
     2003-K    IV-A-1                                       AAA
     2003-K    B-1                                          AA
     2003-K    B-2                                          A
     2003-K    B-3                                          BBB
     2003-K    B-4                                          BB
     2003-K    B-5                                          B
     2003-L    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,II-A-1         AAA
     2003-L    B-1                                          AA
     2003-L    B-2                                          A
     2003-L    B-3                                          BBB
     2003-L    B-4                                          BB
     2003-L    B-5                                          B
     2003-M    A-1,A-2,A-3                                  AAA
     2003-M    B-1                                          AA
     2003-M    B-2                                          A
     2003-M    B-3                                          BBB
     2003-M    B-4                                          BB
     2003-M    B-5                                          B
     2003-N    I-A-1, I-A-2,I-A-3,I-A-4,I-A-4,I-A-5,I-A-6   AAA
     2003-N    I-A-R,I-A-LR,II-A-1,II-A-2,II-A-3,II-A-4     AAA
     2003-N    III-A-1,III-A-2,III-A-3,III-A-4              AAA
     2003-N    B-1                                          AA
     2003-N    B-2                                          A
     2003-N    B-3                                          BBB
     2003-N    B-4                                          BB
     2003-N    B-5                                          B
     2003-O    I-A-1,I-A-2,I-A-3,I-A-4,I-A-5,I-A-6          AAA
     2003-O    I-A-7,I-A-8,I-A-9,I-A-10,I-A-11              AAA
     2003-O    II-A-1,II-A-2,II-A-3,III-A-1,III-A-2         AAA
     2003-O    III-A-3,IV-A-1,IV-A-2,V-A-1                  AAA
     2003-O    B-1                                          AA
     2003-O    B-2                                          A
     2003-O    B-3                                          BBB
     2003-O    B-4                                          BB
     2003-O    B-5                                          B
     2004-1    A-1,A-2,*A-3,A-4,A-5,A-6,A-7,A-8,A-9         AAA
     2004-1    A-10,A-11,A-12,A-13,A-14,A-15,A-16,A-17      AAA
     2004-1    A-18,A-19,A-20,A-21,A-22,A-23,A-24,A-25      AAA
     2004-1    A-26,A-27,A-28,A-29,A-30,A-31,A-32,A-33      AAA
     2004-1    A-34,A-35,A-36,A-37,A-39,A-PO,A-WIO          AAA
     2004-1    B-1                                          AA
     2004-1    B-2                                          A
     2004-1    B-3                                          BBB
     2004-1    B-4                                          BB
     2004-1    B-5                                          B
     2004-2    A-1,A-PO                                     AAA
     2004-2    B-1                                          AA
     2004-2    B-2                                          A
     2004-2    B-3                                          BBB
     2004-2    B-4                                          BB
     2004-2    B-5                                          B
     2004-3    A-1,A-PO                                     AAA
     2004-3    B-1                                          AA
     2004-3    B-2                                          A
     2004-3    B-3                                          BBB
     2004-3    B-4                                          BB
     2004-3    B-5                                          B
     2004-5    I-A-1,I-A-PO,II-A-1,II-A-R,II-A-LR,II-A-PO   AAA
     2004-5    B-1                                          AA
     2004-5    B-2                                          A
     2004-5    B-3                                          BBB
     2004-5    B-4                                          BB
     2004-5    B-5                                          B
     2004-6    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-8,A-9,A-10     AAA
     2004-6    A-11,A-12,A-13,A-14,A-15,A-15,A-16,A-PO      AAA
     2004-6    B-1                                          AA
     2004-6    B-2                                          A
     2004-6    B-3                                          BBB
     2004-6    B-4                                          BB
     2004-6    B-5                                          B
     2004-7    I-A-1,I-A-IO,I-A-R,I-A-LR,II-A-1,II-A-2,A-PO AAA
     2004-7    B-1                                          AA
     2004-7    B-2                                          A
     2004-7    B-3                                          BBB
     2004-7    B-4                                          BB
     2004-7    B-5                                          B
     2004-8    A-1,A-2,A-3,A-4,A-5,A-R,A-PO                 AAA
     2004-8    B-1                                          AA
     2004-8    B-2                                          A
     2004-8    B-3                                          BBB
     2004-8    B-4                                          BB
     2004-8    B-5                                          B
     2004-A    A-1                                          AAA
     2004-A    B-1                                          AA
     2004-A    B-2                                          A
     2004-A    B-3                                          BBB
     2004-A    B-4                                          BB
     2004-A    B-5                                          B
     2004-B    A-1                                          AAA
     2004-B    B-1                                          AA
     2004-B    B-2                                          A
     2004-B    B-3                                          BBB
     2004-B    B-4                                          BB
     2004-B    B-5                                          B
     2004-C    A-1                                          AAA
     2004-C    B-1                                          AA
     2004-C    B-2                                          A
     2004-C    B-3                                          BBB
     2004-C    B-4                                          BB
     2004-C    B-5                                          B
     2004-CC   A-1,A-R                                      AAA
     2004-CC   B-1                                          AA
     2004-CC   B-2                                          A
     2004-CC   B-3                                          BBB
     2004-CC   B-4                                          BB
     2004-CC   B-5                                          B
     2004-D    A-1,A-2,A-IO                                 AAA
     2004-D    B-1                                          AA
     2004-D    B-2                                          A
     2004-D    B-3                                          BBB
     2004-D    B-4                                          BB
     2004-D    B-5                                          B
     2004-E    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-8,A-9          AAA
     2004-E    A-10,A-11                                    AAA
     2004-E    B-1                                          AA
     2004-E    B-2                                          A
     2004-E    B-3                                          BBB
     2004-E    B-4                                          BB
     2004-E    B-5                                          B
     2004-EE   I-A-1,II-A-1,II-A-2,II-A-3,II-A-R,II-A-LR    AAA
     2004-EE   III-A-1,III-A-2,III-A-3                      AAA
     2004-EE   B-1                                          AA
     2004-EE   B-2                                          A
     2004-EE   B-3                                          BBB
     2004-EE   B-4                                          BB
     2004-EE   B-5                                          B
     2004-F    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-8,A-9          AAA
     2004-F    A-10,A-11                                    AAA
     2004-F    B-1                                          AA
     2004-F    B-2                                          A
     2004-F    B-3                                          BBB
     2004-F    B-4                                          BB
     2004-F    B-5                                          B
     2004-G    A-1,A-2,A-3,A-4                              AAA
     2004-G    B-1                                          AA
     2004-G    B-2                                          A
     2004-G    B-3                                          BBB
     2004-G    B-4                                          BB
     2004-G    B-5                                          B
     2004-H    A-1,A-2                                      AAA
     2004-H    B-1                                          AA
     2004-H    B-2                                          A
     2004-H    B-3                                          BBB
     2004-H    B-4                                          BB
     2004-H    B-5                                          B
     2004-I    I-A-1,I-A-2,II-A-1,II-A-R,II-A-LR            AAA
     2004-I    B-1                                          AA
     2004-I    B-2                                          A
     2004-I    B-3                                          BBB
     2004-I    B-4                                          BB
     2004-I    B-5                                          B
     2004-J    A-1,A-R                                      AAA
     2004-J    B-1                                          AA
     2004-J    B-2                                          A
     2004-J    B-3                                          BBB
     2004-J    B-4                                          BB
     2004-J    B-5                                          B
     2004-K    I-A-1,I-A-2,I-A-3,I-A-R,I-A-LR,II-A-1        AAA
     2004-K    II-A-2,II-A-3,II-A-4,II-A-5,II-A-6,II-A-7    AAA
     2004-K    II-A-8,II-9,II-A-10,II-A-11,II-A-12          AAA
     2004-K    B-1                                          AA
     2004-K    B-2                                          A
     2004-K    B-3                                          BBB
     2004-K    B-4                                          BB
     2004-K    B-5                                          B
     2004-L    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-8,A-9,A-R      AAA
     2004-L    B-1                                          AA
     2004-L    B-2                                          A
     2004-L    B-3                                          BBB
     2004-L    B-4                                          BB
     2004-L    B-5                                          B
     2004-M    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-8,A-R,A-LR     AAA
     2004-M    B-1                                          AA
     2004-M    B-2                                          A
     2004-M    B-3                                          BBB
     2004-M    B-4                                          BB
     2004-M    B-5                                          B
     2004-N    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-8,A-9,A-10     AAA
     2004-N    A-R,A-LR                                     AAA
     2004-N    B-1                                          AA
     2004-N    B-2                                          A
     2004-N    B-3                                          BBB
     2004-N    B-4                                          BB
     2004-N    B-5                                          B
     2004-O    A-1,A-R                                      AAA
     2004-O    B-1                                          AA
     2004-O    B-2                                          A
     2004-O    B-3                                          BBB
     2004-O    B-4                                          BB
     2004-O    B-5                                          B
     2004-P    I-A-1,II-A-1,II-A-R,II-A-LR                  AAA
     2004-P    B-1                                          AA
     2004-P    B-2                                          A
     2004-P    B-3                                          BBB
     2004-P    B-4                                          BB
     2004-P    B-5                                          B
     2004-Q    I-A-1,I-A-2,I-A-3,I-A-R,I-A-LR,II-A-1        AAA
     2004-Q    II-A-2                                       AAA
     2004-Q    B-1                                          AA
     2004-Q    B-2                                          A
     2004-Q    B-3                                          BBB
     2004-Q    B-4                                          BB
     2004-Q    B-5                                          B
     2004-R    I-A-1,I-A-2,II-A-1,II-A-R,II-A-LR            AAA
     2004-R    B-1                                          AA
     2004-R    B-2                                          A
     2004-R    B-3                                          BBB
     2004-R    B-4                                          BB
     2004-R    B-5                                          B
     2004-S    A-1,A-2,A-3,A-4,A-5,A-6,A-7,A-R              AAA
     2004-S    B-1                                          AA
     2004-S    B-2                                          A
     2004-S    B-3                                          BBB
     2004-S    B-4                                          BB
     2004-S    B-5                                          B
     2004-T    A-1,A-R                                      AAA
     2004-T    B-1                                          AA
     2004-T    B-2                                          A
     2004-T    B-3                                          BBB
     2004-T    B-4                                          BB
     2004-T    B-5                                          B
     2004-U    A-1,A-R                                      AAA
     2004-U    B-1                                          AA
     2004-U    B-2                                          A
     2004-U    B-3                                          BBB
     2004-U    B-4                                          BB
     2004-U    B-5                                          B
     2004-V    I-A-1,I-A-2,I-A-3,I-A-R,I-A-LR,II-A-1        AAA
     2004-V    B-1                                          AA
     2004-V    B-2                                          A
     2004-V    B-3                                          BBB
     2004-V    B-4                                          BB
     2004-V    B-5                                          B
     2004-X    I-A-1,1-A-2,I-A-3,I-A-4,I-A-5,I-A-R          AAA
     2004-X    I-A-LR,II-A-1,II-A-2                         AAA
     2004-X    B-1                                          AA
     2004-X    B-2                                          A
     2004-X    B-3                                          BBB
     2004-X    B-4                                          BB
     2004-X    B-5                                          B
     2004-Y    I-A-1,1-A-2,I-A-3,II-A-1,II-A-R,III-A-1      AAA
     2004-Y    III-A-2,III-A-3,III-A-4,III-A-5              AAA
     2004-Y    B-1                                          AA
     2004-Y    B-2                                          A
     2004-Y    B-3                                          BBB
     2004-Y    B-4                                          BB
     2004-Y    B-5                                          B
     2004-Z    I-A-1,1-A-2,II-A-1,II-A-2,II-A-IO,II-A-R     AAA
     2004-Z    B-1                                          AA
     2004-Z    B-2                                          A
     2004-Z    B-3                                          BBB
     2005-1    I-A-1,I-A-R,I-A-LR,II-A-1,III-A-1,A-WIO      AAA
     2005-1    A-PO                                         AAA
     2005-1    B-1                                          AA
     2005-1    B-2                                          A
     2005-1    B-3                                          BBB
     2005-1    B-4                                          BB
     2005-1    B-5                                          B
     2005-AR1  I-A-1,1-A-2,I-A-R,I-A-LR,I-A-IO,II-A-1       AAA
     2005-AR1  II-A-IO                                      AAA
     2005-AR1  I-B-1,II-B-1                                 AA
     2005-AR1  I-B-2,II-B-2                                 A
     2005-AR1  I-B-3,II-B-3                                 BBB
     2005-AR1  I-B-4,II-B-4                                 BB
     2005-AR1  I-B-5,II-B-5                                 B
     2005-AR3  I-A-1,1-A-2,II-A-1,II-A-R,II-A-LR            AAA
     2005-AR3  B-1                                          AA
     2005-AR3  B-2                                          A
     2005-AR3  B-3                                          BBB
     2005-AR3  B-4                                          BB
     2005-AR3  B-5                                          B


WESTON NURSERIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Weston Nurseries, Inc.
        30 Phipps Street
        P.O. Box 186
        Hopkinton, Massachusetts 01748

Bankruptcy Case No.: 05-49884

Type of Business: The Debtor is central New England's
                  premier resource in designing, creating,
                  and enjoying outdoor living areas.  Weston
                  Nurseries, Inc., grows and sells quality
                  plants, trees, shrubs, and perennials.
                  See http://www.westonnurseries.com/

Chapter 11 Petition Date: October 14, 2005

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

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

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
McHutchinson LLC              Vendor supplies            $80,392
P.O. Box 92170
Elk Grove Village, IL 60009

NTE Software Services         Computer integration       $40,413
900 East Eight Avenue
Suite 300
King of Prussia, PA 19406

Chesapeake Nurseries, Inc.    Nursery inventory          $31,681
P.O. Box 64319
Baltimore, MD 21264-4139

Griffin Greenhouse & Nursery  Vendor supplies            $30,803
Supply

Commerce Corporation, Inc.    Hard goods inventory       $25,609

Pride Printers, Inc.          Printing                   $22,506

Birnbaum & Godkin, LLP        Legal services             $19,181

Prides Corner Farms, Inc.     Nursery inventory          $17,730

NYP Corp.                     Vendor supplies            $17,684

Turco Nursery, Inc.           Nursery inventory          $17,277

Quansett Nurseries            Nursery inventory          $15,795

M&G/Van Eeden Bros. Inc.      Hard goods inventory       $15,744

Hopewell Nursery, Inc.        Nursery inventory          $14,928

North Country Mulch, Inc.     Hard goods inventory       $13,375

The Conard Pyle Co.           Nursery inventory          $11,219

Darwin Plants                 Nursery inventory          $10,634

Boston University             Advertising                $10,619

WMJX 106.7 FM                 Advertising                $10,405

Dayton Bag & Burlap           Vendor supplies            $10,385

All-Pro Cleaning Systems      Vendor services             $9,900


WHITEHALL JEWELLERS: Appoints Daniel Levy as Interim CEO
--------------------------------------------------------
The Board of Directors for Whitehall Jewellers, Inc. (NYSE:JWL)
elected Daniel H. Levy to serve as interim Chief Executive
Officer, effective immediately, while the Company conducts a
search to find a permanent Chief Executive Officer.  Mr. Levy has
served as a director of the Company since Jan. 7, 1997 (and had
served as a director from March 1996 until May 1996).  Mr. Levy,
62, has a long and distinguished career in the retail industry.

The Company also disclosed the resignation of Lucinda M. Baier as
President and Chief Operating Officer on Oct. 11, 2005.  Mr. Levy
commented, "The Company owes a great debt of gratitude to Cindy
for her steadfast service as President and Chief Operating
Officer.  In addition, during very challenging times following the
death of former Chairman and Chief Executive Officer Hugh
Patinkin, Cindy graciously undertook the duties and
responsibilities of Chief Executive Officer of the Company.  The
Company wishes her the best in all of her future endeavors."

                   Arbitration Proceeding

The Company commenced an arbitration proceeding relating to Beryl
Raff's employment with the Company.  Ms. Raff resigned all
positions in the Company on Sept. 8, 2005.  She had previously
been named as Chief Executive Officer and was expected to commence
full-time employment with the Company and join its board of
directors in mid-September.  She also indicated in the letter that
she will be returning compensation previously paid to her by the
Company.

Whitehall Jewellers, Inc., is a national specialty retailer of
fine jewelry, operating 387 stores in 38 states.  The Company
operates stores in regional and super regional shopping malls
under the names Whitehall Co. Jewellers, Lundstrom Jewelers and
Marks Bros. Jewelers.

                        *     *     *

                   Needs Additional Capital

As previously reported, Whitehall is reviewing its financial
situation in light of current and forecasted operating results and
management changes.  The Company believes it needs additional
capital to support its operations.  The Company is evaluating
various alternatives to meet these needs, including the raising of
additional debt or equity financing.  The Company has requested
temporary extensions of payment terms from some of its key
suppliers in order to manage liquidity and has also slowed its
accounts payable schedules generally.  In addition, the Company
plans to retain restructuring professionals to assist it.

                        Lender Talks

The Company is actively engaged in discussing alternatives with
its bank lenders and other parties.  There is no assurance that
the discussions will result in additional financing or that an
alternative transaction will be available.  If the Company is not
able to procure additional financing or otherwise able to obtain
additional liquidity, it may be forced to pursue other
alternatives, such as a restructuring of its obligations.

                      10-Q Filing Delay

The Company does not expect to be in a position to file its
Quarterly Report on Form 10-Q, including financial results for its
second fiscal quarter, on a timely basis.  The Company expects to
report a net loss for its second fiscal quarter.


WINDSWEPT ENVIRONMENTAL: Auditor Raises Going Concern Doubt
-----------------------------------------------------------
Massella & Associates, CPA, PLLC, expressed substantial doubt
about Windswept Environmental Group, Inc.'s ability to continue as
a going concern after it audited the Company's financial
statements for the fiscal year ended June 28, 2005.  The auditing
firm points to the Company's:

      -- recurring losses from operations;
      -- working capital deficit and stockholders' deficit; and
      -- difficulty in generating sufficient cash flow to meet its
         obligations and sustain operations.

The same concerns also prompted Deloitte & Touche LLP, Windswept
Environmental's former auditors, to raise substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the years ended
June 29, 2004 and July 1, 2003.

Massella & Associates replaced Deloitte & Touche as the Company's
independent accountants on June 30, 2005.

                   Fiscal 2005 Results

In its Form 10-K for the fiscal year ended June 28, 2005,
submitted to the Securities and Exchange Commission, Windswept
Environmental reports a $ $82,441 net income compared to a
$3,535,000 net loss for the fiscal year ended June 29, 2004.

The Company's balance sheet showed $10,056,538 of assets at June
28, 2005, and liabilities totaling $10,840,052, causing a $783,514
stockholders' deficit.  As of June 28, 2005, the Company had
accumulated deficit of approximately $636,800.

                      Recapitalization

In its audit report, Massella & Associates also mentioned that
Windswept Environmental was recapitalized through the issuance of
a secured convertible term note.  The financing transaction
resulted in the repayment of Windswept Environmental's secured
note payable-related party and a change of control of the Company.

As of September 9, 2005, the Company owed Laurus $6 million
pursuant to the restated convertible senior secured note, the
proceeds of which the Company utilized:

     -- to repay all of its outstanding obligations to Spotless
        Plastics (USA), Inc.,

     -- to pay transaction expenses; and

     -- for working capital.

Laurus holds a senior security interest in the Company and the
Company's subsidiaries assets collateralizing such note.  In
addition, Spotless holds a subordinated security interest
collateralizing the Company's $500,000 note issued to Spotless.

Windswept Environmental Group, Inc., through its wholly owned
subsidiary, Trade-Winds Environmental Restoration, Inc., --
http://www.tradewindsenvironmental.com/-- provides a full array
of emergency response, remediation, disaster restoration and
commercial drying services to a broad range of clients.


W.R. GRACE: Files Asset Sales Report for Second Quarter of 2005
---------------------------------------------------------------
Pursuant to an order establishing procedures for the sale or
abandonment of certain de minimis assets dated August 2, 2001,
W.R. Grace & Co. and its debtor-affiliates are required to file
with the Court a list of:

   (a) the sales of the Debtors' assets outside the ordinary
       course of business for consideration not to exceed
       $250,000, from April 1, 2005, through June 30, 2005; and

   (b) the aggregate dollar amount of the sales of the Debtors'
       assets during the Sale Period for consideration less
       than or equal to $25,000.

David W. Carickhoff, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, reports that on
April 22, 2005, Debtor Del Taco Restaurants, Inc., sold to La
Vista Property Management, Inc., 0.43 acres of land located on La
Vista Road, in DeKalb County, Georgia, for $41,250, with a
$34,973 net price.

Mr. Carickhoff says that the Debtors may have sold assets during
the Sale Period, which inadvertently were not yet included in the
Report.  Those asset sales will be disclosed in future reports
filed with the Court.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 96; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
ACCO Brands Corp        ABD         (28)         878     (364)
Abraxas Petro           ABP         (43)         106       (5)
AFC Enterprises         AFCE        (44)         216       52
Alliance Imaging        AIQ         (52)         621       43
Amazon.com Inc.         AMZN        (64)       2,601      782
AMR Corp.               AMR        (615)      29,494   (2,230)
Atherogenics Inc.       AGIX        (76)         235      213
Bally Total Fitn        BFT        (172)       1,461     (290)
Biomarin Pharmac        BMRN       (110)         167       (4)
Blount International    BLT        (220)         446      126
CableVision System      CVC      (2,430)      10,111   (1,607)
CCC Information         CCCG       (107)          96       20
Centennial Comm         CYCL       (463)       1,456       85
Choice Hotels           CHH        (185)         283      (36)
Cincinnati Bell         CBB        (625)       1,891      (18)
Clorox Co.              CLX        (553)       3,617     (258)
Columbia Laborat        CBRX        (12)          18       11
Coley Pharma            COLY         (5)          71       30
Compass Minerals        CMP         (81)         667      129
Crown Media HL          CRWN        (34)       1,289     (130)
Deluxe Corp             DLX        (124)       1,508     (276)
Denny's Corporation     DENN       (260)         494      (73)
Domino's Pizza          DPZ        (574)         420      (21)
Echostar Comm           DISH       (972)       7,281      269
Emeritus Corp.          ESC        (123)         720      (43)
Foster Wheeler          FWLT       (490)       2,012     (175)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (34)       1,006      264
I2 Technologies         ITWO       (153)         386      124
ICOS Corp               ICOS        (57)         243      160
IMAX Corp               IMAX        (38)         241       27
Immersion Corp.         IMMR        (11)          46       30
Intermune Inc.          ITMN         (7)         219      133
Investools Inc.         IED         (22)          56      (47)
Isis Pharm.             ISIS       (124)         147       46
Kulicke & Soffa         KLIC        (44)         365      182
Lodgenet Entertainment  LNET        (72)         275       15
Lucent Tech Inc.        LU          (70)      16,437    2,517
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (77)       3,019      398
McDermott Int'l         MDR        (140)       1,489      123
McMoran Exploration     MMR         (39)         377      135
NPS Pharm Inc.          NPSP        (98)         310      215
ON Semiconductor        ONNN       (346)       1,132      270
Owens Corning           OWENQ    (8,225)       7,766    1,391
Primedia Inc.           PRM        (771)       1,506       16
Quality Distrubu        QLTY        (26)         380       18
Qwest Communication     Q        (2,663)      24,070    1,248
RBC Bearings Inc.       ROLL         (5)         247      125
Riviera Holdings        RIV         (27)         216        5
Rural/Metro Corp.       RURL       (184)         221       18
Rural Cellular          RCCC       (465)       1,376       30
Ruth's Chris Stk        RUTH        (49)         110     (22)
SBA Comm. Corp.         SBAC        (50)         857       19
Sepracor Inc.           SEPR       (201)       1,175      717
St. John Knits Inc.     SJKI        (52)         213       80
Tiger Telematics        TGTL        (16)          17      (23)
US Unwired Inc.         UNWR        (76)         414       56
Vector Group Ltd.       VGR         (33)         527      173
Verifone Holding        PAY         (36)         248       48
Vertrue Inc.            VTRU        (48)         447      (96)
Weight Watchers         WTW         (36)         938     (266)
Worldspace Inc.         WRSP     (1,720)         560   (1,786)
WR Grace & Co.          GRA        (605)       3,423      811

                          *********

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
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For copies of court documents filed in the District of Delaware,
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of Delaware, contact Ken Troubh at Nationwide Research &
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                          *********

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 Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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                *** End of Transmission ***