TCR_Public/051027.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Thursday, October 27, 2005, Vol. 9, No. 255

                          Headlines

AAIPHARMA INC: Acquires Rentschler Clinical Development Team
ABLE LAB: Court OKs Auction Protocol on Asset Sale to Aurobindo
AGING CARE: Court Approves Robichaux Mize as Bankruptcy Counsel
AGING CARE: Section 341(a) Meeting Slated for December 7
ALLIANCE ONE: European Commission's Fines May Be Event of Default

ALLIANCE ONE: S&P Reviews Ratings Due to $28.8M EU-Imposed Fines
ALTERNATIVE LOAN: S&P Affirms 138 Low-B Ratings on Cert. Classes
AMAZON.COM: Earns $30 Million of Net Income in Third Quarter
ARLINGTON HOSPITALITY: Court Sets December 15 as Claims Bar Date
ASTRATA GROUP: Incurs $2.5 Mil Net Loss in Quarter Ended Aug. 31

ATA AIRLINES: Wants to Walk Away from WSI Subscription Contract
ATMEL CORPORATION: Incurs $1.1 Million Net Loss in Third Quarter
BIRCH TELECOM: Larry Adelman Named as Chief Restructuring Officer
BOYDS COLLECTION: Gets Interim Okay to Obtain $3.5 Mil. DIP Loans
BUCKEYE TECHNOLOGIES: Incurs $300K Net Loss in Third Quarter

CABLEVISION SYTEMS: Dolan Family Halts Bid to Take Company Private
CABLEVISION SYSTEMS: Moody's Reviews Low-B Ratings & May Downgrade
CABLEVISION SYSTEMS: Nixed Buy-Out Plans Cue S&P to Review Ratings
CAMPBELL RESOURCES: Court Extends CCAA Protection Until Nov. 25
CARDIAC SERVICES: Court Sets November 21 as Claims Bar Date

CASH TECHNOLOGIES: Posts $1.3MM Net Loss in Quarter Ended Aug. 31
CONTINENTAL AIRLINES: Completes 18-Mil. Public Equity Placement
COVENTRY HEALTH: Earns $133.1 Million of Net Income in 3rd Quarter
CREDIT SUISSE: S&P Pares Rating Class III-B Certs. to BB from BBB-
CROWN HOLDINGS: S&P Assigns B Rating to $1.1-Bil Sr. Unsec. Notes

CSC HOLDINGS: Nixed Going Private Deal Cues Fitch to Review Rating
DAY INTERNATIONAL: S&P Assigns Junk Rating to $140 Mil Sec. Loan
DEXTERITY SURGICAL: Clear Thinking Named as Panel Representative
DOE RUN: Needs to Pay Renco Group $7.5 Million by October 31
DOE RUN: $75-Million Loan Agreement Matures on August 29, 2008

DOMINO'S PIZZA: Sept. 11 Balance Sheet Upside-Down by $552 Million
EAGLEPICHER HOLDINGS: Inks Premium Financing Pact with Cananwill
EL POLLO: Bondholders Agree to Lift Restrictive Covenants
ENRON C0RP: SK Corp. Wants to Buy Up to 5 Million SK Enron Shares
ENRON CORP: Reorganized Debtors' 4th Post-Confirmation Report

EPICUS COMMS: Pre-Confirmation Balance Sheet Upside-Down by $17MM
EPL INTERMEDIATE: 100% of Noteholders Tender 12-1/2% Senior Notes
FLEXTRONICS INT'L: Earns $101.3 Million of Net Income in 2nd Qtr.
FOREST OIL: Amends Credit Facility to Accommodate Spin-Off
GARY ZANDEN: Case Summary & 19 Largest Unsecured Creditors

GENTEK INC: Names Andrew P. Hines VP & Chief Financial Officer
GS AUTO: S&P Assigns Low-B Ratings to Class D Notes
HAPPY KIDS: Has Until December 30 to Make Lease-Related Decisions
HIRSH INDUSTRIES: Wants Plan-Filing Period Extended to December 5
HIRSH INDUSTRIES: Wants Stout Risius as Valuation Experts

IGENE BIOTECHNOLOGY: Berenson LLP Raises Going Concern Doubt
INTERMET CORP: Wants to Retain Ernst & Young as Tax Consultant
J.P. MORGAN: S&P Raises Low-B Ratings on 3 Certificate Classes
KAISER ALUMINUM: Wants Insurance Claims Estimated at Zero
KMART CORP: Ct. Rejects Move to Clarify Right to Prosecute Actions

KMART CORP: SunTrust Wants Rights Determined Under Lease Claims
KRISPY KREME: KremeKo CCAA Extended to Nov. 15 & DIP Loan Amended
LAKEVIEW VILLAGE: S&P Affirms BB+ Rating on $38.165M Revenue Bonds
LEVITZ HOME: U.S. Trustee Appoints 7-Member Creditors Committee
LEVITZ HOME: Has Until December 26 to File Schedules & Statements

LEVITZ HOME: Wants to Continue With Ordinary Course Professionals
LEXINGTON CAPITAL: Fitch Rates $5 Million Class E Notes at BB+
MCI INC: Will Release 3rd Quarter 2005 Results on November 3
NEXTEL PARTNERS: Sprint Buy-Out Plans Cue S&P to Review Ratings
NORDIC BIOFUELS: Moody's Affirms Sr. Sec. Term Loan's B2 Rating

NORDIC BIOFUELS: S&P Assigns B Rating to $90MM Senior Secured Loan
NORTHWEST AIRLINES: Court Okays Cadwalader as Chapter 11 Counsel
NORTHWEST AIRLINES: Court Approves Groom Law as Benefits Counsel
NORTHWEST AIRLINES: Court Grants Interim Okay to Huron Retention
NORTHWESTERN CORP: MPPI Disappointed at Cash Offer Rejection

NOVA COMMUNICATIONS: Current Debt Load is 5-Times Current Assets
O'SULLIVAN IND: Wants to Hire Lamberth Cifelli as Bankr. Counsel
O'SULLIVAN INDUSTRIES: Wants to Hire Dechert as General Counsel
OWENS CORNING: 3rd Circuit's Consolidation Order Costs $538 Mil.
POTLATCH CORP: Moody's Affirms Sr. Subordinated Notes' Ba2 Rating

PQ CORP: S&P Affirms B+ Credit Rating & Revises Outlook to Neg.
PRIME MORTGAGE: S&P Junks 2 Cert. Classes Due to Delinquencies
PRIMEDIA INC: Moody's Affirms $945 Million Notes' B2 Ratings
PRIMEDIA INC: S&P Reviews Ratings Due to Management Evolving Plans
REFCO INC: November 4 Set as Bid Deadline for Futures Business

REFCO INC: TradeLink LLC & Co. Expresses Intention to Join Bidding
REFCO INC: Bank of America Gets Interim Adequate Protection
ROYAL CARIBBEAN: Moody's Affirms Sr. Unsecured Debt's Ba1 Rating
RUSSELL-STANLEY: Court Confirms Prepackaged Chapter 11 Plan
SAINTS VINCENTS: Wants Court to Deny Tort Claimants Request

SAINT VINCENTS: Backs Out of Proposed Cherry Creek Lease
SHC INC: Plan Administrator Wants to Delay Case Closing to June
SILICON GRAPHICS: Completes $100 Million Credit Facility
SILICON GRAPHICS: Sept. 30 Balance Sheet Upside-Down by $222 Mil.
SOUNDVIEW HOME: Fitch Rates $24.7 Million Cert. Classes at Low-B

SS&C TECHNOLOGIES: Moody's Rates $205M Senior Sub. Notes at Caa1
STERLING FINANCIAL: Board Accelerates Stock Option Vesting
TELTRONICS INC: Settles Litigation with Tri-Link & Hargan-Global
THAXTON GROUP: Sues James T. Garrett for Breach of Contract
TORCH OFFSHORE: Wants to Allocate Sale Proceeds to Secured Lenders

TOWER AUTOMOTIVE: Court Okays Retiree Panel Appointment Process
TOWER AUTOMOTIVE: Court Approves HIPAA-Protected Info Disclosure
TOWER AUTOMOTIVE: Foley & Lardner Approved as Labor Counsel
TRAVERSE BAY: S&P Assigns B Rating to $195 Million Senior Notes
TRUDY DEVELOPMENT: Taps Robinson Brog as General & Corp. Counsel

USG CORPORATION: Earns $158 Million of Net Income in Third Quarter
VARIG S.A.: BNDES Offers Alternative $62 Million Financing
VARIG S.A.: GECAS Appeals Court's Order to Return Receivables
VITAMIN SHOPPE: S&P Rates Proposed $165M Sr. Sec. Notes at B+
WHITING PETROLEUM: Earns $33.3 Mil. of Net Income in Third Quarter

WORLDCOM INC: Asks Court to Disallow Galaxy's $20 Million Claim


                          *********

AAIPHARMA INC: Acquires Rentschler Clinical Development Team
------------------------------------------------------------
aaIPharma Inc. (PINK SHEET:AAIIQ) entered into a strategic
agreement with Rentschler Biotechnologie GmbH & Co. KG, a
European-based full service contract manufacturer of drugs
containing recombinant proteins, through its German subsidiary.

Under the terms of the agreement, aaIPharma has acquired the
clinical research team of Rentschler's Clinical Development
Operation in this field and agreed to carry out certain existing
clinical services contracts with Rentschler's customers on a
subcontract basis.  In addition, Rentschler and AAIPharma through
its German subsidiary agreed to cooperate in providing the whole
range of their technological and clinical expertise to customers
of the pharmaceutical and biotechnology industries.

This agreement facilitates the development and management of
relationships with biotech customers and provides AAIPharma's
clinical development operations with additional experience in the
planning, performance and evaluation of clinical studies involving
biotechnology drugs.

"The addition of this biotech expertise to our clinical
development operation is an important step in strengthening our
organization in Europe," Dr. Ludo Reynders, President and CEO of
AAIPharma, said.  "It enhances our overall business plan for the
biotechnology sector, and Rentschler's primary and secondary
manufacturing capability complements our U.S. sterile
manufacturing capability enabling the Company to offer customers
both U.S. Food and Drug Administration and European regulatory
agencies compliant manufacturing services."

Headquartered in Wilmington, North Carolina, aaiPharma Inc.
-- http://aaipharma.com/-- provides product development services     
to the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.  

The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. D. Del. Case No. 05-11341).  
Karen McKinley, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L. Kaplan,
Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and the
firm of Robinson, Bradshaw & Hinson, P.A., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


ABLE LAB: Court OKs Auction Protocol on Asset Sale to Aurobindo
---------------------------------------------------------------
Able Laboratories, Inc. (NASDAQ: ABRXQ), entered into an asset
purchase agreement with Aurobindo Pharma USA, Inc., to sell
substantially all of its assets to Aurobindo and for Aurobindo to
assume the company's unexpired lease for its premises located at 1
Able Drive, Cranbury, New Jersey and a limited number of its
executory contracts.  The agreement contemplates the company's
commencing an auction of its assets.

On October 21, 2005, the U.S. Bankruptcy Court for the District of
New Jersey, Trenton Division, approved the company's request,
among other things, to approve auction procedures for the company
to solicit higher and better bids than the bid reflected in the
Aurobindo agreement.  Bids under the auction are due by the close
of business on Oct. 28, 2005.  The court scheduled a final hearing
to consider the approval of the company's sale of its assets and
the assumption and assignment of contracts under sections 363 and
365 of the Bankruptcy Code for Nov. 7, 2005.

As reported in the Troubled Company Reporter on Oct. 17, 2005,
Able Laboratories, Inc., asked the Court to approve auction
procedures for the sale of its assets and assumption of its
contracts and leases to the highest and best bidder.  

Aurobindo Pharma USA is the "stalking horse" bidder, and Able had
entered into a "nonbonding" letter of intent with Aurobindo Pharma
USA.  The transaction with Aurobindo Pharma USA is conditioned,
among other things:

   -- on completion of satisfactory due diligence;

   -- the parties' entering into a definitive asset purchase
      agreement;

   -- the bankruptcy court's approval of the terms of the
      agreement; and

   -- adoption of a court order approving auction procedures which
      include:

       * a required minimum overbid over Aurobindo Pharma USA's
         offer, and

       * payment of a break-up fee in the event the assets are
         sold to another bidder.

Headquartered in Cranbury, New Jersey, Able Laboratories, Inc.
-- http://www.ablelabs.com/-- develops and manufactures generic     
pharmaceutical products in tablet, capsule, liquid and suppository
dosage forms.  The Company filed for chapter 11 protection on July
18, 2005 (Bankr. D. N.J. Case No. 05-33129) after it halted
manufacturing operations and recalled all of its products not
meeting FDA regulatory standards.  Deborah Piazza, Esq., and Mark
C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $59.5 million in
total assets and $9.5 million in total debts.


AGING CARE: Court Approves Robichaux Mize as Bankruptcy Counsel
---------------------------------------------------------------          
The U.S. Bankruptcy Court for the Western District of Louisiana
gave Aging Care Home Health, Inc., permission to employ Robichaux,
Mize and Wadsack, LLC, as its general bankruptcy counsel.

Robichaux Mize will:

   1) assist and advise the Debtor with its reorganization
      proceedings, preparing and filing its Schedules and
      Statements and in complying with United States Trustee
      guidelines;

   2) assist and advise the Debtor in filing required motions and
      objections, attending hearings before the Bankruptcy Court
      and preparing a plan of reorganization and an accompanying
      disclosure statement;

   3) perform all other legal services to the Debtor that are
      necessary in its chapter 11 case.

Wade N. Kelly, Esq., a Member of Robichaux Mize, is one of the
lead attorneys for the Debtor.  Mr. Kelly discloses that his Firm
received a $15,000.

Robichaux Mize had not yet submitted the hourly rates of its
professionals performing services to the Debtor when the Debtor
filed its request with the Court to employ Robichaux Mize as its
general bankruptcy counsel.

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

Headquartered in West Monroe, Louisiana, Aging Care Home Health,
Inc., offers nursing care, physical therapy, occupational therapy,
speech pathology, medical social and home health aide.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
W.D. La. Case No. 05-33407).  When the Debtor filed for protection
from its creditors, it listed total assets of $655,999 and total
debts of $54,407,440.


AGING CARE: Section 341(a) Meeting Slated for December 7
--------------------------------------------------------          
The U.S. Trustee for Region 5 will convene a meeting of Aging Care
Home Health, Inc.'s creditors at 2:30 p.m., on Dec. 7, 2005, at
U.S. Court House, Room 116B, 201 Jackson Street, Monroe, Louisiana
71201.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in West Monroe, Louisiana, Aging Care Home Health,
Inc., offers nursing care, physical therapy, occupational therapy,
speech pathology, medical social and home health aide.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
W.D. La. Case No. 05-33407).  Wade N. Kelly, Esq., at Robichaux,
Mize and Wadsack, LLC represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $655,999 and total debts of $54,407,440.


ALLIANCE ONE: European Commission's Fines May Be Event of Default
-----------------------------------------------------------------
The European Commission has decided to impose fines on Alliance
One International, Inc. (NYSE: AOI) and its present and former
Italian subsidiaries, Transcatab and Mindo.  

The decision came after administrative investigation by the
Directorate General for Competition of the European Commission
into the Company's tobacco buying and selling practices within the
leaf tobacco industry in Italy.

The EC imposed fines on the Company and Mindo jointly and
severally in the aggregate amount of EUR10 million or
US$12 million).  The EC imposed fines on the Company and
Transcatab, a subsidiary of Standard Commercial prior to its
merger into the Company earlier this year, jointly and
severally in the aggregate amount of EUR14 million or
$16.8 million).

Several tobacco processors, growers and agricultural associations
that were the subject of the investigation in Italy were assessed
fines in various amounts totaling EUR58.1 million ($69.7 million),
inclusive of the fines imposed on Alliance One and its
subsidiaries.  The EC stated that the fines assessed against
Alliance One and its Italian subsidiaries were reduced as a result
of their cooperation in the investigation.  Although a statement
of the fines has been released, the full decision of the EC has
not yet been issued.

Once the full decision is available, Alliance One will assess any
grounds it may have to appeal the fine.  If not earlier bonded
pending appeal, the fines must be paid within three months of the
Company's receipt of the full EC decision.  Alliance One will
establish a reserve for the fines imposed on the Company and Mindo
in the quarter ended September 30, 2005 in the amount of $12.0
million.  The $16.8 million in fines imposed as a result of
conduct of Transcatab and Standard Commercial prior to the merger
will be reflected as an increase in goodwill on the Company's
balance sheet, as required by purchase accounting.

                    Discussion with Lenders

Under Alliance One's senior secured credit facility, any judgment
or decree in excess of $15 million becomes an event of default if
not paid, discharged, stayed or bonded pending appeal within ten
days.  Alliance One is discussing with the administrative agent
under the senior secured credit facility an amendment to the
credit agreement to clarify that the EC's imposition of these
fines is not such a judgment or decree and therefore will not
result in an event of default if not paid or bonded within ten
days.  If for any reason the Company cannot obtain this amendment
before the expiration of the ten days, the Company has cash
available to pay the fines in a manner that does not limit its
rights to appeal so that no event of default will occur.

As previously reported, the Company continues to face industry
challenges in the important Brazilian market.  Financial
performance from the Company's Brazilian operations has
deteriorated due primarily to the inflationary effect on
procurement and conversion costs from the increased strength of
the Brazilian real against the U.S. dollar and the difficulty in
increasing sales prices enough to absorb recently changed local
trade taxes.  As these conditions have continued, Alliance One is
also discussing with the administrative agent under the senior
secured credit facility potential amendments to the financial
covenants in the credit agreement applicable to future periods.

If Alliance One is unable to obtain the necessary amendments or
waivers under its senior secured credit facility, the lenders
under that facility may have the right to terminate that facility
and demand repayment of borrowings thereunder.  As of September
30, 2005, there was an aggregate of $345.3 million outstanding
under the senior secured credit facility, all of which represents
term loan indebtedness.  A demand for repayment under the senior
secured credit facility would result in a cross default under the
indentures governing our senior notes and senior subordinated
notes and could impair access to our seasonal operating lines of
credit in local jurisdictions.  A default under our senior secured
credit facility would have a material adverse effect on the
liquidity and financial condition of the Company.  While the
Company is in discussions to obtain amendments that would prevent
any such default, there can be no assurance that such amendments
or waivers of defaults will be obtained.

Alliance One -- http://www.aointl.com/-- is a leading independent  
leaf tobacco merchant.  It selects, purchases, processes, stores,
packs and ships tobacco grown in over 45 countries, and serves the
world's large multinational cigarette manufacturers in over 90
countries.  

                         *     *     *

As reported in the Troubled Company Reporter today, Standard &
Poor's Ratings Services placed its 'BB-' corporate credit rating
and other ratings on one of the largest independent leaf tobacco
processors, Alliance One International, Inc., on CreditWatch with
negative implications.


ALLIANCE ONE: S&P Reviews Ratings Due to $28.8M EU-Imposed Fines
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings on one of the largest independent
leaf tobacco processors, Alliance One International, Inc., on
CreditWatch with negative implications.

At June 30, 2005, Danville, Virginia-based Alliance One had
total debt -- adjusted for capitalized operating leases -- of
$1.4 billion.

The CreditWatch placement reflects Standard & Poor's concerns
regarding the continued challenging industry conditions,
especially in Brazil, and the company's recent announcement that
the EU had imposed a $12 million fine on Alliance One and on its
former Italian subsidiaries, and a $16.8 million fine on Standard
Commercial, which merged into Alliance One in May 2005.  These
fines follow completion of the EU's investigation of tobacco
buying and selling practices in Italy.

Under the terms of the company's senior secured credit facility,
any judgment or decree in excess of $15 million becomes an event
of default if not paid, stayed, discharged, or bonded pending
appeal within 10 days.  Alliance One is in discussions to amend
the credit agreement to reflect that the imposition of these fines
is not a judgment or decree and should not result in an event of
default.

"The company does have the cash available to pay the fines in a
manner that does not restrict Alliance One's right to appeal or
result in an event of default," said Standard & Poor's credit
analyst Jayne Ross.

Alliance One is also in discussions for potential amendments to
the financial covenants applicable in future periods under its
credit agreement.  The company is requesting these changes because
of the difficult operating conditions, in the important Brazilian
leaf tobacco market.

Standard & Poor's will meet with management in the near term and
our analysis will focus on management's operating plans and
financial strategies given the current EU investigation and
difficult industry conditions.


ALTERNATIVE LOAN: S&P Affirms 138 Low-B Ratings on Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes of mortgage pass-through certificates of various
Alternative Loan Trust transactions, which are serviced by
Countrywide Home Loans Inc.
          
The raised ratings reflect current and projected credit support
percentages that are greater than the original levels and are
sufficient to support the upgrades.  Current credit support ranges
from 1.55% to 15.72%, amounting to 2x to 3x the loss coverage
levels required for the new rating levels.
          
The affirmations reflect the adequate credit support currently
available for each rated class.  These credit support levels are
sufficient to protect the classes from losses on an actual and
projected basis.  Credit enhancement for most series is provided
by subordination.  Credit enhancement for series 2004-6CB, 2004-
8CB, 2004-J4, 2004-J5, 2004-J7, 2004-J9, and 2004-J13 is provided
by subordination, overcollateralization, and excess spread.
          
As of the September 2005 remittance date, total delinquencies
ranged from 1.11% to 22.56%, and cumulative losses, as a
percentage of the original trust balances, ranged from 0.0% to
1.02%.  The outstanding pool balances of these series are no
greater than 95% of their original sizes.
          
The collateral for each series is 30-year conventional fixed-rate
residential mortgage loans.
              
If the ratings list below is not complete, you can find the entire
list at RatingsDirect, Standard & Poor's Web-based credit analysis
system, at http://www.ratingsdirect.com/and on Standard & Poor's  
Web site at http://www.standardandpoors.com/.
              
                          Ratings Raised
             
                      Alternative Loan Trust

                                      Rating
                                      ------
             Series       Class   To           From
             ------       -----   --           ----
             2002-29      M       AAA           AA+
             2002-29      B-1     AA+           A+
             2002-29      B-2     A             BBB
             2002-37      M       AAA           AA
             2002-37      B-1     AA            A
             2002-37      B-2     BBB+          BBB
             2003-J12     M       AA+           AA
             2003-J12     B-1     AA-           A
             2003-J12     B-2     BBB+          BBB
               
                          Ratings Affirmed
               
                       Alternative Loan Trust

         Series         Class                            Rating
         ------         -----                            ------
         1998-12        I-A-1,II-A-3, II-A-4             AAA
         1998-12        PO, X, A-R                       AAA
         1999-13        A-1, A-R, PO, X                  AAA
         2001-1         A-1, A-2, A-3, A-4, A-5          AAA
         2001-1         A-R, PO, X                       AAA
         2002-11        1-A-1, 1-A-2, 1-A-3              AAA
         2002-11        CB-1, CB-2, CB-3                 AAA
         2002-11        CB-5, CB-6, CB-7                 AAA
         2002-11        CB-9, CB-10                      AAA
         2002-11        PO, A-R                          AAA
         2002-17        A-3, A-4, A-6                    AAA
         2002-17        PO, AR, M, B-1                   AAA
         2002-17        B-2                              AA+
         2002-20        A-4, A-5, A-6                    AAA
         2002-20        A-7, A-8, PO, AR                 AAA
         2002-23        A-1, A-2, A-3, A-4, A-5          AAA
         2002-23        A-13, A-14, PO, A-R              AAA
         2002-23        M                                AA+
         2002-23        B-1                              A
         2002-23        B-2                              BBB
         2002-24        A-4, A-5, A-6                    AAA
         2002-24        PO, A-R, M, B-1                  AAA
         2002-24        B-2                              AA+
         2002-28        A-1, X, PO, A-R                  AAA
         2002-28        M                                AA
         2002-28        B-1                              A
         2002-28        B-2                              BBB
         2002-29        A-1, A-2, A-3, A-8, PO           AAA
         2002-29        A-R                              AAA
         2002-33        A-2, A-3, A-4, A-5, A-6          AAA
         2002-33        A-7, A-8, A-14, A-15             AAA
         2002-33        A-16, A-17, PO,                  AAA
         2002-33        M                                AAA
         2002-33        B-1                              AAA
         2002-33        B-2                              AA-
         2002-37        A-2, A-3, A-4, A-5, A-6          AAA
         2002-37        A-7, A-19, A-20, A-21, A-22      AAA
         2002-37        A-23, A-24, A-25, A-26           AAA
         2002-37        A-29, A-30 A-31, A-32, A-33      AAA
         2002-37        PO, A-R                          AAA
         2003-5         A-1, A-2, A-3, A-4               AAA
         2003-5         A-7, A-11, A-12, A-13            AAA
         2003-5         A-14, PO, A-R                    AAA
         2003-5         M                                AAA
         2003-5         B-1                              AA+
         2003-5         B-2                              AA
         2003-5         B-3                              A
         2003-5         B-4                              BB
         2003-6         1-A-1, 2-A-1, PO, AR             AAA
         2003-6         M                                AA
         2003-6         B-1                              A
         2003-6         B-2                              BBB
         2003-6         B-3                              BB
         2003-6         B-4                              B
         2003-9         A-1, A-2, A-3, A-4, A-5          AAA
         2003-9         A-6, A-7, A-8, A-9, A-10         AAA
         2003-9         PO                               AAA
         2003-9         M                                AAA
         2003-9         B-1                              AA
         2003-9         B-2                              A
         2003-9         B-3                              BB
         2003-9         B-4                              B
         2003-12        1-A-1, 2-A-1, 2-A-2, 2-A-3       AAA
         2003-12        A-R, PO                          AAA
         2003-12        M                                AA
         2003-12        B-1                              A
         2003-12        B-2                              BBB
         2003-12        B-3                              BB
         2003-12        B-4                              B
         2003-13        A-1, A-2, A-3, A-4               AAA
         2003-13        A-6, A-8, PO                     AAA
         2003-13        M                                AAA
         2003-13        B-1                              AA
         2003-13        B-2                              BBB
         2003-13        B-3                              BB
         2003-13        B-4                              CCC
         2003-16        A-1, A-2, A-3, A-4, A-5          AAA
         2003-16        A-6, A-7, PO                     AAA
         2003-16        M                                AAA
         2003-16        B-1                              AA-
         2003-16        B-2                              BBB
         2003-17        A-1, A-2, A-3, A-4, A-5          AAA
         2003-17        PO, A-R                          AAA
         2003-17        M                                AA
         2003-17        B-1                              A
         2003-17        B-2                              BBB
         2003-17        B-3                              BB
         2003-17        B-4                              B
         2003-19        1-A-1, 2-A-1, PO, A-R            AAA
         2003-19        M                                AA
         2003-19        B-1                              A
         2003-19        B-2                              BBB
         2003-19        B-3                              BB
         2003-19        B-4                              B
         2003-22        A-1, A-2, A-3, A-4, A-5          AAA
         2003-22        A-6, A-7, PO                     AAA
         2003-22        M                                AAA
         2003-22        B-1                              AA+
         2003-22        B-2                              A+
         2003-22        B-3                              BBB
         2003-22        B-4                              B
         2003-23        1-A-1, 2-A-1, PO, A-R            AAA
         2003-23        M                                AA
         2003-23        B-1                              A
         2003-23        B-2                              BBB
         2003-23        B-3                              BB
         2003-23        B-4                              B
         2003-25        A-1, A-2, A-3, A-4, PO           AAA
         2003-25        M                                AA+
         2003-25        B-1                              AA
         2003-25        B-2                              BBB
         2003-25        B-3                              BB
         2003-25        B-4                              B
         2003-30        1-A-1, 2-A-1, PO, A-R            AAA
         2003-30        M                                AA
         2003-30        B-1                              A
         2003-30        B-2                              BBB
         2003-30        B-3                              BB
         2003-30        B-4                              B
         2003-31        A-1, A-2, A-3, A-4               AAA
         2003-31        A-6, A-7, A-8, A-9, A-10         AAA
         2003-31        A-11, A-12, A-13, A-14           AAA
         2003-31        A-15, PO                         AAA
         2003-31        M                                AA+
         2003-31        B-1                              AA
         2003-31        B-2                              BBB
         2003-31        B-3                              BB
         2003-31        B-4                              B
         2003-32        A-1, A-2, A-3, A-4, A-5          AAA
         2003-32        A-6, A-7, A-8, A-9, A-10         AAA
         2003-32        A-11, PO, A-R                    AAA
         2003-32        M                                AA
         2003-32        B-1                              A
         2003-32        B-2                              BBB
         2003-32        B-3                              BB
         2003-32        B-4                              B
         2003-33        A-1, A-2, A-3, A-4, A-5          AAA
         2003-33        A-6, A-7, A-8, A-9, A-10         AAA
         2003-33        A-11, A-12, A-13, PO             AAA
         2003-33        M                                AAA
         2003-33        B-1                              AA
         2003-33        B-2                              BBB
         2003-33        B-3                              BB
         2003-36        A-1, A-2, A-3, A-4, A-5          AAA
         2003-36        PO, A-R                          AAA
         2003-36        M                                AA
         2003-36        B-1                              A
         2003-36        B-2                              BBB
         2003-36        B-3                              BB
         2003-36        B-4                              B
         2003-38        A-1, PO, A-R                     AAA
         2003-38        M                                AA
         2003-38        B-1                              A
         2003-38        B-2                              BBB
         2003-38        B-3                              B
         2003-45        1-A-1, 2-A-1, PO, A-R            AAA
         2003-45        M                                AA
         2003-45        B-1                              A
         2003-45        B-2                              BBB
         2003-45        B-3                              BB
         2003-45        B-4                              B
         2003-47        1-A-1, 2-A-1, 3-A-1, 3-A-2       AAA
         2003-47        3-A-3, PO, A-R                   AAA
         2003-47        M                                AA
         2003-47        B-1                              A
         2003-47        B-2                              BBB
         2003-47        B-3                              BB
         2003-47        B-4                              B
         2003-51        1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2003-51        2-A-1, 3-A-1, PO, A-R            AAA
         2003-51        M                                AA
         2003-51        B-1                              A
         2003-51        B-2                              BBB
         2003-51        B-3                              BB
         2003-51        B-4                              B
         2003-55        A-1, A-2, A-3, A-4, A-5, A-6     AAA
         2003-55        A-7, A-8, PO, A-R                AAA
         2003-55        M                                AA
         2003-55        B-1                              A
         2003-55        B-2                              BBB
         2003-55        B-3                              BB
         2003-55        B-4                              B
         2003-59        1-A-1, 2-A-1, 3-A-1, PO, A-R     AAA
         2003-59        M                                AA
         2003-59        B-1                              A
         2003-59        B-2                              BBB
         2003-59        B-3                              BB
         2003-59        B-4                              B
         2003-J11       1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2003-J11       1-A-5, 1-A-6, 1-A-7, 1-A-8       AAA
         2003-J11       1-A-9, 2-A-1, 2-A-2, 2-A-3       AAA
         2003-J11       2-X, 3-A-1, 3-A-2, 3-A-3         AAA
         2003-J11       3-X, 4-A-1, 4-X, PO, AR          AAA
         2003-J11       B-1                              A
         2003-J11       B-2                              BBB
         2003-J11       B-3                              BB
         2003-J11       B-4                              B
         2003-J12       A-1, X, PO, A-R                  AAA
         2003-J12       B-3                              BB
         2003-J12       B-4                              B
         2004-2CB       1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2004-2CB       1-A-5, 1-A-6, 1-A-7, 1-A-8       AAA
         2004-2CB       1-A-9, 1-A-10, 1-A-11            AAA
         2004-2CB       1-A-12, 2-A-1, 3-A-1, 4-A-1      AAA
         2004-2CB       PO, A-R                          AAA
         2004-2CB       M                                AA
         2004-2CB       B-1                              A
         2004-2CB       B-2                              BBB
         2004-2CB       B-3                              BB
         2004-2CB       B-4                              B
         2004-J14       1-A-1, 1-A-2, 1-A-3, 1-X         AAA
         2004-J14       2-A-1, 2-X, PO, A-R              AAA
         2004-J14       M                                AA
         2004-J14       B-1                              A
         2004-J14       B-2                              BBB
         2004-J14       B-3                              BB
         2004-J14       B-4                              B
         2004-10CB      A, A-R                           AAA
         2004-10CB      M                                AA
         2004-10CB      B-1                              A
         2004-10CB      B-2                              BBB
         2004-10CB      B-3                              BB
         2004-10CB      B-4                              B
         2004-12CB      1-A-1, 1-A-2, 1-A-3, 2-A-1       AAA
         2004-12CB      2-A-2, 3-A-1, PO, A-R            AAA
         2004-12CB      M                                AA
         2004-12CB      B-1                              A
         2004-12CB      B-2                              BBB
         2004-12CB      B-3                              BB
         2004-12CB      B-4                              B
         2004-13CB      A-1, A-2, A-3, A-4, A-R, PO      AAA
         2004-13CB      M                                AA
         2004-13CB      B-1                              A
         2004-13CB      B-2                              BBB
         2004-13CB      B-3                              BB
         2004-13CB      B-4                              B
         2004-14T2      A-1, A-2, A-3, A-4, A-5, A-6     AAA
         2004-14T2      A-7, A-8, A-9, A-10, A-11        AAA
         2004-14T2      A-12, A-13, A-14, PO, A-R        AAA
         2004-14T2      M                                AA
         2004-14T2      B-1                              A
         2004-14T2      B-2                              BBB
         2004-14T2      B-3                              BB
         2004-14T2      B-4                              B
         2004-15        1-A-1, 1-A-2, 2-A-1, 2-A-3       AAA
         2004-15        A-R                              AAA
         2004-15        M                                AA
         2004-15        B-1                              A
         2004-15        B-2                              BBB
         2004-15        B-3                              BB
         2004-15        B-4                              B
         2004-16CB      1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2004-16CB      1-A-5, 1-A-6, 2-A-1, 2-A-2       AAA
         2004-16CB      2-A-3, 2-A-4, 3-A-1, 4-A-1       AAA
         2004-16CB      4-A-2, 4-A-3, 4-A-4, 4-A-5       AAA
         2004-16CB      5-A-1, PO, A-R                   AAA
         2004-16CB      M                                AA
         2004-16CB      B-1                              A
         2004-16CB      B-2                              BBB
         2004-16CB      B-3                              BB
         2004-16CB      B-4                              B
         2004-17CB      1-A-1, 2-A-1, 3-A-1, A-R         AAA
         2004-17CB      A-M                              AA+
         2004-17CB      M                                AA
         2004-17CB      B-1                              A
         2004-17CB      B-2                              BBB
         2004-17CB      B-3                              BB
         2004-17CB      B-4                              B
         2004-18CB      1-A-1, 2-A-1, 2-A-2, 2-A-3       AAA
         2004-18CB      2-A-4, 2-A-5, 2-A-6, 2-A-7       AAA
         2004-18CB      2-A-8, 2-A-9, 3-A-1, 4-A-1       AAA
         2004-18CB      5-A-1, 5-A-2, PO, A-R            AAA
         2004-18CB      M                                AA
         2004-18CB      B-1                              A
         2004-18CB      B-2                              BBB
         2004-18CB      B-3                              BB
         2004-18CB      B-4                              B
         2004-1T1       A-1, A-2, A-3, A-4, A-5, A-6     AAA
         2004-1T1       PO, A-R                          AAA
         2004-1T1       M                                AA
         2004-1T1       B-1                              A
         2004-1T1       B-2                              BBB
         2004-1T1       B-3                              BB
         2004-1T1       B-4                              B
         2004-20T1      A-1, A-2, A-3, A-4, PO, AR       AAA
         2004-20T1      M                                AA
         2004-20T1      B-1                              A
         2004-20T1      B-2                              BBB
         2004-20T1      B-3                              BB
         2004-20T1      B-4                              B
         2004-22CB      1-A-1, 2-A-1, PO, AR             AAA
         2004-22CB      M                                AA
         2004-22CB      B-1                              A
         2004-22CB      B-2                              BBB
         2004-22CB      B-3                              BB
         2004-22CB      B-4                              B
         2004-24CB      1-A-1, 2-A-1, PO, A-R            AAA
         2004-24CB      M                                AA
         2004-24CB      B-1                              A
         2004-24CB      B-2                              BBB
         2004-24CB      B-3                              BB
         2004-24CB      B-4                              B
         2004-25CB      A-1, PO, A-R                     AAA
         2004-25CB      M                                AA
         2004-25CB      B-1                              A
         2004-25CB      B-2                              BBB
         2004-25CB      B-3                              BB
         2004-25CB      B-4                              B
         2004-26T1      A-1, PO, A-R                     AAA
         2004-26T1      M                                AA
         2004-26T1      B-1                              A
         2004-26T1      B-2                              BBB
         2004-26T1      B-3                              BB
         2004-26T1      B-4                              B
         2004-27CB      A-1, A-2, A-3, A-4, A-5, A-6     AAA
         2004-27CB      PO, A-R                          AAA
         2004-27CB      M                                AA
         2004-27CB      B-1                              A
         2004-27CB      B-2                              BBB
         2004-27CB      B-3                              BB
         2004-27CB      B-4                              B
         2004-28CB      1-A-1, 1-A-2, 1-A-3, 2-A-1       AAA
         2004-28CB      2-A-2, 2-A-3, 2-A-4, 2-A-5       AAA
         2004-28CB      2-A-6, 2-A-7, 2-A-8, 2-A-9       AAA
         2004-28CB      3-A-1, 4-A-1, 5-A-1, 6-A-1       AAA
         2004-28CB      7-A-1, PO, A-R                   AAA
         2004-28CB      M                                AA
         2004-28CB      B-1                              A
         2004-28CB      B-2                              BBB
         2004-28CB      B-3                              BB
         2004-28CB      B-4                              B
         2004-29CB      A-1, A-2, A-3, A-4, A-5, A-6     AAA
         2004-29CB      A-7, A-8, A-9, A-10, A-11        AAA
         2004-29CB      PO, A-R                          AAA
         2004-29CB      M                                AA
         2004-29CB      B-1                              A
         2004-29CB      B-2                              BBB
         2004-29CB      B-3                              BB
         2004-29CB      B-4                              B
         2004-30CB      1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2004-30CB      1-A-5, 1-A-6, 1-A-7, 1-A-8       AAA
         2004-30CB      1-A-9, 1-A-10, 1-A-11            AAA
         2004-30CB      1-A-12, 1-A-13, 1-A-14           AAA
         2004-30CB      1-A-15, 1-A-16, 1-A-17           AAA
         2004-30CB      1-A-18, 2-A-1, 2-A-2, 2-A-3      AAA
         2004-30CB      2-A-4, 3-A-1, PO, AR             AAA
         2004-30CB      M                                AA
         2004-30CB      B-1                              A
         2004-30CB      B-2                              BBB
         2004-30CB      B-3                              BB
         2004-30CB      B-4                              B
         2004-32CB      1-A-1, 2-A-1, 2-A-2, 2-A-3       AAA
         2004-32CB      2-A-4, 2-A-5, A-R, PO            AAA
         2004-32CB      M                                AA
         2004-32CB      B-1                              A
         2004-32CB      B-2                              BBB
         2004-32CB      B-3                              BB
         2004-32CB      B-4                              B
         2004-33        1-A-1, 2-A-1, 3-A-1, 3-A-2       AAA
         2004-33        3-A-3, 3-X, 4-A-1, A-R           AAA
         2004-33        I-M-1, II-M-1                    AA
         2004-33        I-B-1, II-B-1                    A
         2004-33        I-B-2, II-B-2                    BBB
         2004-33        I-B-3, II-B-3                    BB
         2004-33        I-B-4, II-B-4                    B
         2004-34T1      A-1, A-2, A-3, A-4, A-5, PO      AAA
         2004-34T1      A-R                              AAA
         2004-34T1      M                                AA
         2004-34T1      B-1                              A
         2004-34T1      B-2                              BBB
         2004-34T1      B-3                              BB
         2004-34T1      B-4                              B
         2004-35T2      A-1, A-2, A-3, A-4, A-5, PO      AAA
         2004-35T2      A-R                              AAA
         2004-35T2      M                                AA
         2004-35T2      B-1                              A
         2004-35T2      B-2                              BBB
         2004-35T2      B-3                              BB
         2004-35T2      B-4                              B
         2004-36CB      1-A-1, 2-A-1, 2-A-2, 2-A-3       AAA
         2004-36CB      2-A-4, PO, A-R                   AAA
         2004-36CB      M                                AA
         2004-36CB      B-1                              A
         2004-36CB      B-2                              BBB
         2004-36CB      B-3                              BB
         2004-36CB      B-4                              B
         2004-34T1      A-1, A-2, A-3, A-4, PO, A-R      AAA
         2004-34T1      M                                AA
         2004-34T1      B-1                              A
         2004-34T1      B-2                              BBB
         2004-34T1      B-3                              BB
         2004-34T1      B-4                              B
         2004-4CB       1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2004-4CB       1-A-5, 1-A-6, 2-A-1, 3-A-1       AAA
         2004-4CB       3-A-2, 3-A-3, 3-A-4, PO, A-R     AAA
         2004-4CB       M                                AA
         2004-4CB       B-1                              A
         2004-4CB       B-2                              BBB
         2004-4CB       B-3                              BB
         2004-4CB       B-4                              B
         2004-5CB       1-A-1, 2-A-1, 3-A-1, PO, A-R     AAA
         2004-5CB       M                                AA
         2004-5CB       B-1                              A
         2004-5CB       B-2                              BBB
         2004-5CB       B-3                              BB
         2004-5CB       B-4                              B
         2004-6CB       A, A-R                           AAA
         2004-6CB       M-1                              AA
         2004-6CB       M-2                              A
         2004-6CB       M-3                              BBB
         2004-7T1       A-1, A-2, A-3, A-4, PO, A-R      AAA
         2004-7T1       M                                AA
         2004-7T1       B-1                              A
         2004-7T1       B-2                              BBB
         2004-7T1       B-3                              BB
         2004-7T1       B-4                              B
         2004-8CB       A, A-R                           AAA
         2004-8CB       M-1                              AA
         2004-8CB       M-2                              A
         2004-8CB       M-3                              BBB
         2004-9T1       A-1, A-2, A-3, A-4, A-5, A-11    AAA
         2004-9T1       A-12, A-13, PO, A-R              AAA
         2004-9T1       M                                AA
         2004-9T1       B-1                              A
         2004-9T1       B-2                              BBB
         2004-9T1       B-3                              BB
         2004-9T1       B-4                              B
         2004-J1        1-A-1, 1-X, A-R, 2-A-1, 2-X      AAA
         2004-J1        PO                               AAA
         2004-J1        M                                AA
         2004-J1        B-1                              A
         2004-J1        B-2                              BBB
         2004-J1        B-3                              BB
         2004-J1        B-4                              B
         2004-J2        1-A-1, 1-X, 2-A-1, 2-X, 3-A-1    AAA
         2004-J2        3-A-2, 3-A-3, 3-A-5, 3-A-6       AAA
         2004-J2        3-A-7, 3-A-8, 3-X, 4-A-1, 4-X    AAA
         2004-J2        5-A-1, 5-X, 6-A-1, 6-X, 7-A-1    AAA
         2004-J2        7-X, PO, A-R                     AAA
         2004-J2        M                                AA
         2004-J2        B-1                              A
         2004-J2        B-2                              BBB
         2004-J2        B-3                              BB
         2004-J2        B-4                              B
         2004-J3        1-A-1, 1-X, 2-A-1, 2-X, 3-A-1    AAA
         2004-J3        3-X, 4-A-1, 4-X, 5-A-1, 5-X      AAA
         2004-J3        PO, A-R                          AAA
         2004-J3        M                                AA
         2004-J3        B-1                              A
         2004-J3        B-2                              BBB
         2004-J3        B-3                              BB
         2004-J3        B-4                              B
         2004-J4        1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2004-J4        1-A-5, 1-A-6, 1-A-7, 1-A-IO      AAA
         2004-J4        2-A-1, 2-AIO, A-R                AAA
         2004-J4        M-1                              AA+
         2004-J4        M-2                              A+
         2004-J4        B                                BBB+
         2004-J5        1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2004-J5        1-A-5, 1-A-6, 1-A-IO, 2-A-1      AAA
         2004-J5        2-A-2, 2-A-3, 2-A-4, 2-A-IO      AAA
         2004-J5        A-R                              AAA
         2004-J5        M-1                              AA
         2004-J5        M-2                              A
         2004-J5        B                                BBB
         2004-J6        1-A-1, 1-X, 2-A-1, 2-X, 3-A-1    AAA
         2004-J6        3-X, PO, A-R                     AAA
         2004-J6        M                                AA
         2004-J6        B-1                              A
         2004-J6        B-2                              BBB
         2004-J6        B-3                              BB
         2004-J6        B-4                              B
         2004-J7        1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2004-J7        1-A-5, 1-A-6, 1-A-IO, 2-A-1      AAA
         2004-J7        2-A-IO, 3-A-1, 3-A-IO, A-R       AAA
         2004-J7        M-1                              AA
         2004-J7        M-2                              A
         2004-J7        B                                BBB
         2004-J8        1-A-1, 1-X, 2-A-1, 2-X, 3-A-1    AAA
         2004-J8        3-X, 4-A-1, 4-X, PO-A, PO-B      AAA
         2004-J8        A-R, IO                          AAA
         2004-J8        M                                AA
         2004-J8        B-1                              A
         2004-J8        B-2                              BBB
         2004-J8        B-3                              BB
         2004-J8        B-4                              B
         2004-J9        1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2004-J9        1-A-5, 1-A-IO, 2-A-1, 2-A-IO     AAA
         2004-J9        3-A-1, 3-A-2, 3-A-3, 3-A-4       AAA
         2004-J9        3-A-5, 3-A-IO, A-R               AAA
         2004-J9        M-1                              AA
         2004-J9        M-2                              A
         2004-J9        B                                BBB
         2004-J10       1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2004-J10       1-A-6, 2-CB-1, 3-A-1, 4-CB-1     AAA
         2004-J10       X-A, X-B, X-C, PO, A-R           AAA
         2004-J10       M                                AA
         2004-J10       B-1                              A
         2004-J10       B-2                              BBB
         2004-J10       B-3                              BB
         2004-J10       B-4                              B
         2004-J11       1-CB-1, 1-X, 2-CB-1, 2-X         AAA
         2004-J11       3-A-1, 3-X, PO-A, PO-B, A-R      AAA
         2004-J11       M                                AA
         2004-J11       B-1                              A
         2004-J11       B-2                              BBB
         2004-J11       B-3                              BB
         2004-J11       B-4                              B
         2004-J12       A-1, A-2, A-3, A-4, X, PO        AAA
         2004-J12       A-R                              AAA
         2004-J12       M                                AA
         2004-J12       B-1                              A
         2004-J12       B-2                              BBB
         2004-J12       B-3                              BB
         2004-J12       B-4                              B
         2004-J13       1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2004-J13       2-A-1, 2-A-2, A-R                AAA
         2004-J13       M-1                              AA
         2004-J13       M-2                              A
         2004-J13       B                                BBB
         2005-2         1-A-1, 2-A-1, 3-A-1, A-R         AAA
         2005-2         M                                AA
         2005-2         B-1                              A
         2005-2         B-2                              BBB
         2005-2         B-3                              BB
         2005-2         B-4                              B
         2005-4         1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2005-4         1-A-5, 1-A-6, 1-A-7, 2-A-1       AAA
         2005-4         2-A-2, 2-A-3, 2-A-4, 2-A-5       AAA
         2005-4         2-A-6, 2-A-7, 2-A-8, PO, A-R     AAA
         2005-4         M                                AA
         2005-4         B-1                              A
         2005-4         B-2                              BBB
         2005-4         B-3                              BB
         2005-4         B-4                              B
         2005-J1        1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2005-J1        1-A-5, 1-A-6, 1-A-7, 1-A-8       AAA
         2005-J1        2-A-1, 3-A-1, 4-A-1, 5-A-1       AAA
         2005-J1        5-A-2, 5-A-3, 5-A-4, 6-A-1       AAA
         2005-J1        7-A-1, X-A, X-B, X-C, X-D        AAA
         2005-J1        X-E, X-F, PO-A, PO-B, PO-C       AAA
         2005-J1        PO-D, A-R                        AAA
         2005-J1        M                                AA
         2005-J1        B-1                              A
         2005-J1        B-2                              BBB
         2005-J1        B-3                              BB
         2005-J1        B-4                              B
         2005-J2        1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2005-J2        1-A-5, 1-A-6, 1-A-7, 1-A-8       AAA
         2005-J2        1-A-9, 1-A-10, 1-A-11, 1-A-12    AAA
         2005-J2        1-A-13, 1-X, PO-A, 2-A-1, 2-X    AAA
         2005-J2        PO-B, A-R                        AAA
         2005-J2        M                                AA
         2005-J2        B-1                              A
         2005-J2        B-2                              BBB
         2005-J2        B-3                              BB
         2005-J2        B-4                              B
         2005-1CB       1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2005-1CB       1-A-5, 1-A-6, 1-A-7, 1-A-8       AAA
         2005-1CB       2-A-1, 2-A-2, 2-A-3, 2-A-4       AAA
         2005-1CB       2-A-5, 2-A-6, 2-A-7, PO-A, A-R   AAA
         2005-1CB       3-A-1, 3-X, PO-B, 4-A-1, 4-A-2   AAA
         2005-1CB       4-A-3                            AAA
         2005-1CB       IM, IIM                          AA
         2005-1CB       I-B-1, II-B-1                    A
         2005-1CB       I-B-2, II-B-2                    BBB
         2005-1CB       I-B-3, II-B-3                    BB
         2005-1CB       I-B-4, II-B-4                    B
         2005-3CB       1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2005-3CB       1-A-5, 1-A-6, 1-A-7, 1-A-8       AAA
         2005-3CB       1-A-9, 1-A10, 1-A-11, 1-A-12     AAA
         2005-3CB       1-A-13, 1-A-14, 2-A-1, PO, A-R   AAA
         2005-3CB       M                                AA
         2005-3CB       B-1                              A
         2005-3CB       B-2                              BBB
         2005-3CB       B-3                              BB
         2005-3CB       B-4                              B
         2005-6CB       1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2005-6CB       1-A-5, 1-A-6, 1-A-7, 1-A-8       AAA
         2005-6CB       1-A-9, 2-A-1, PO, A-R            AAA
         2005-6CB       M                                AA
         2005-6CB       B-1                              A
         2005-6CB       B-2                              BBB
         2005-6CB       B-3                              BB
         2005-6CB       B-4                              B
         2005-7CB       1-A-1, 1-A-2, 1-A-3, 1-A-4       AAA
         2005-7CB       1-A-5, 1-A-6, 2-A-1, 2-A-2       AAA
         2005-7CB       2-A-3, 2-A-4, 2-A-5, 2-A-6       AAA
         2005-7CB       2-A-7, 2-A-8, 2-A-9, PO, A-R     AAA
         2005-7CB       M                                AA
         2005-7CB       B-1                              A
         2005-7CB       B-2                              BBB
         2005-7CB       B-3                              BB
         2005-7CB       B-4                              B
         2005-13CB      A-1, A-2, A-3, A-4, A-5, A-6     AAA
         2005-13CB      A-7, A-8, PO, A-R                AAA
         2005-13CB      M                                AA
         2005-13CB      B-1                              A
         2005-13CB      B-2                              BBB
         2005-13CB      B-3                              BB
         2005-13CB      B-4                              B
         2005-18CB      A-1, A-2, A-3, A-4, A-5, A-6     AAA
         2005-18CB      A-7, A-8, A-9, A-10, PO, A-R     AAA
         2005-18CB      M                                AA
         2005-18CB      B-1                              A
         2005-18CB      B-2                              BBB
         2005-18CB      B-3                              BB
         2005-18CB      B-4                              B


AMAZON.COM: Earns $30 Million of Net Income in Third Quarter
------------------------------------------------------------
Amazon.com, Inc., (NASDAQ: AMZN) reported financial results for
its third quarter ended September 30, 2005.

Operating cash flow grew 35% to $661 million for the trailing
twelve months, compared with $490 million for the trailing
twelve months ended September 30, 2004.  Free cash flow grew 13%
to $475 million for the trailing twelve months, compared
with $420 million for the trailing twelve months ended
September 30, 2004.  As previously announced in August 2005, the
Company settled a patent lawsuit on terms including a previously
unanticipated one-time payment of $40 million in third quarter
2005.  Excluding this payment, free cash flow would have grown
22% to $515 million for the trailing twelve months.

Common shares outstanding plus shares underlying stock-based
awards outstanding totaled 438 million at September 30, 2005,
compared with 434 million a year ago.

Net sales increased 27% to $1.86 billion in the third quarter,
compared with $1.46 billion in third quarter 2004.  Excluding the
$7 million unfavorable impact from year-over-year changes in
foreign exchange rates throughout the quarter, net sales grew
28% compared with third quarter 2004.

Operating income decreased 32% to $55 million in the third
quarter, compared with $81 million in third quarter 2004.   
Excluding the negative impact of the $40 million legal settlement,
operating income would have increased 17% to $95 million.

Net income was $30 million in the third quarter compared with
net income of $54 million in third quarter 2004, which includes
$21 million in income tax expense, compared with $3 million income
tax expense in third quarter 2004.  Excluding the negative impact
of the $40 million legal settlement - $20 million after tax-net
income would have been $50 million.

"For $79 a year, Amazon Prime members get 'all-you-can-eat' free
express shipping," said Jeff Bezos, founder and CEO of Amazon.com.   
"Customers continue to join Amazon Prime and we anticipate even
higher enrollment rates as we get closer to the holidays."

Highlights

   * North America segment sales, representing the Company's U.S.
     and Canadian sites, were $1.04 billion, up 28% from third
     quarter 2004.  Segment operating income increased 16% to
     $66 million in third quarter 2005 from $57 million in third
     quarter 2004;  

   * North America Other revenue, which includes Amazon Services'
     Merchant.com program, increased to $53 million in third
     quarter 2005;  

   * International segment sales, representing the Company's
     U.K., German, French, Japanese, and Chinese sites, were
     $817 million, up 26% from third quarter 2004.  Excluding the
     unfavorable impact from year-over-year changes in foreign
     exchange rates throughout the quarter, net sales growth was
     28%.  Segment operating income increased 46% to $55 million
     in third quarter 2005 from $38 million in third quarter 2004.

   * International segment sales increased to 45% of worldwide net
     sales on a trailing twelve-month basis, up from 43% for the
     twelve months ended September 30, 2004;
  
   * Worldwide Electronics & Other General Merchandise sales grew
     43% to $491 million in third quarter 2005, and increased to
     26% of worldwide net sales, compared with 24% for third
     quarter 2004;  

   * The Company sold over 1.6 million copies of Harry Potter and
     the Half-Blood Prince worldwide in third quarter 2005, making
     it Amazon.com's largest new product release;
  
   * A9.com, a subsidiary of Amazon.com, launched A9.com Maps,
     a new service that shows users an interactive map and over
     35 million corresponding street-level images in a single
     interface in 24 cities;
  
   * Customers shopping at www.amazon.co.uk now qualify for free
     shipping on orders of EUR15 or more, down from the prior
     threshold of EUR19;  

   * In the aftermath of Hurricane Katrina, Amazon customers
     used the Company's 1-click(R) technology to contribute more
     than $12 million for American Red Cross relief efforts.  

                       Financial Guidance

Fourth Quarter 2005 Guidance

Net sales are expected to be between $2.86 billion and
$3.16 billion, or grow between 13% and 24%, compared with fourth
quarter 2004.  

Operating income is expected to be between $135 million and
$210 million, or between (17%) decline and 29% growth, compared
with fourth quarter 2004.  This guidance includes $30 million for
stock-based compensation and amortization of intangible assets,
and assumes, among other things, that no additional intangible
assets are recorded, and that there are no further revisions to
stock-based compensation or restructuring-related estimates.  

Full Year 2005 Guidance

Net sales are expected to be between $8.373 billion and
$8.673 billion, or grow between 21% and 25%, compared with 2004.  

Operating income is expected to be between $403 million and
$478 million, or between (9%) decline and 8% growth, compared with
2004.  This guidance includes $144 million for stock-based
compensation, amortization of intangible assets and the
$40 million legal settlement, and assumes, among other things,
that no additional intangible assets are recorded and that
there are no changes to stock-based compensation or
restructuring-related estimates.  

Amazon.com (NASDAQ: AMZN), a Fortune 500 company based in Seattle,  
opened its virtual doors on the World Wide Web in July 1995 and  
today offers Earth's Biggest Selection.  Amazon.com seeks to be  
Earth's most customer-centric company, where customers can find  
and discover anything they might want to buy online, and endeavors  
to offer customers the lowest possible prices.  Amazon.com and  
third-party sellers offer millions of unique new, refurbished, and  
used items in categories such as health and personal care, jewelry  
and watches, gourmet food, sports and outdoors, apparel and  
accessories, books, music, DVDs, electronics and office, toys and  
baby, and home and garden.

Amazon.com and its affiliates operate seven retail websites:  
http://www.amazon.com/http://www.amazon.co.uk/  
http://www.amazon.de/http://www.amazon.co.jp/  
http://www.amazon.fr/http://www.amazon.ca/and     
http://www.joyo.com/  

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2005,
Standard & Poor's Ratings Services raised its ratings on Internet
retailer Amazon.com, including raising its corporate credit rating
to 'BB-' from 'B+'.  At the same time, Standard & Poor's affirmed
its 'B-1' short-term rating on the company.  The outlook is
stable.

As reported in the Troubled Company Reporter on Dec. 8, 2004,
Moody's Investors Service upgraded the long-term debt ratings of
Amazon.com and assigned a positive rating outlook as a result of
the company's consistent improvement in operating margins,
reduction in funded debt levels, and strengthening operating cash
flow.

These ratings are upgraded:

   * Senior implied of B1,

   * Issuer rating of B2,

   * Various convertible subordinated notes issues maturing 2009
     thru 2010 of B3,

   * Multiple shelf ratings of (P) B2, (P) B3, and (P) Caa1.

This rating is affirmed:

   * Speculative grade liquidity rating of SGL-2.


ARLINGTON HOSPITALITY: Court Sets December 15 as Claims Bar Date
----------------------------------------------------------------
The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois established Dec. 15, 2005, as the
deadline for all creditors owed money on account of claims arising
prior to Aug. 31, 2005, by Arlington Hospitality, Inc., and its
debtor-affiliates to file formal written proofs of claim.

Governmental Units have until Dec. 19, 2005, to file proofs of
claim in the Arlington Inns, Inc., case and until Feb. 28, 2006,
to file proofs of claim in all of the other Debtors' cases.

Original proofs of claims must be delivered to:

   U.S. Bankruptcy Court for the Northern District of Illinois
   Everett McKinley Dirksen United States Courthouse
   Clerk of the Bankruptcy Court -- Room 710
   219 South Dearborn Street
   Chicago, Illinois 60604

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.


ASTRATA GROUP: Incurs $2.5 Mil Net Loss in Quarter Ended Aug. 31   
----------------------------------------------------------------
Astrata Group Inc. delivered its financial results for the quarter
ended Aug. 31, 2005, to the Securities and Exchange Commission on
Oct. 17, 2005.

For the three months ended Aug. 31, 2005, Astrata Group incurred a
$2,555,396 net loss on $4,791,340 of net sales compared to a
$910,195 net loss on $3,671,642 of net sales for the same period
in 2004.  

The Company's balance sheet showed $13,977,443 of assets at
Aug. 31, 2005, and liabilities totaling $14,800,012.  In addition,
the Company had a working capital deficit of approximately
$5.3 million as of Aug. 31, 2005.

                          Going Concern

Astrata Group's latest 10-QSB states that the Company's
independent accountants, Squar, Milner, Reehl & Williamson, LLP,
will be adding a going concern paragraph to their re-issued audit
report on Astrata's fiscal year 2005 consolidated financial
statements.  

The going concern paragraph, expressing substantial doubt about
the Company's ability to continue as a going concern, will be
included in the second amendment of the Company's registration
statement on Form SB-2 to be filed with the SEC.  Astrata Group's
quarterly report did not discuss the reasons behind the auditing
firm's negative going concern opinion.  

Squar Milner had previously issued a clean and unqualified opinion
after auditing the Company's financial statements for the fiscal
year ended Feb. 28, 2005.

                         Debt Extensions

Astrata Group has failed to pay these notes on their respective
due dates and is currently negotiating new payment terms with the
holders:

    -- unsecured notes totaling $1.5 million, due June 30, 2005,
       bearing a 15% fixed interest rate due and payable
       concurrently with the principal;

    -- unsecured credit due Sept. 30, 2005, with a $351,000
       outstanding balance at Aug. 31, 2005, bearing interest at
       3% above the U.S. prime rate.

    -- unsecured note due June 30. 2005, with a $384,000
       outstanding balance at Aug. 31, 2005, bearing a 15% fixed
       interest rate due and payable concurrently with the
       principal;

                    About Astrata Group

Astrata Group Inc., -- http://www.astratagroup.com/-- engaged in  
the telematics and Global Positioning System industry, is focused
on advanced location-based IT products and services that combine
positioning, wireless communications, and information
technologies.  The Company provides advanced positioning products,
as well as monitoring and airtime services to industrial,
commercial, governmental entities, academic/research institutions,
and professional customers in a number of markets including
surveying, utility, construction, homeland security, military,
intelligence, mining, agriculture, marine, public safety, and
transportation.


ATA AIRLINES: Wants to Walk Away from WSI Subscription Contract
---------------------------------------------------------------
ATA Airlines, Inc., and WSI Corporation are parties to a Net  
Subscription Agreement, effective November 1, 2005, pursuant to  
which WSI provided the Debtors with access to its Internet  
Aviation Weather Briefing Services for 48 months.  The system  
allows the Debtors' employees to view worldwide weather data.   
The Debtors agreed to pay $1,000 per month for the first two  
years and $1,600 per month thereafter.

Pursuant to Section 365(a) of the Bankruptcy Code, the Debtors  
ask the U.S. Bankruptcy Court for the Southern District of Indiana
for permission to reject the Contract effective on the date notice
of the rejection is served to WSI.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,  
explains that substantially similar services provided under the  
Contract to the Debtors are being provided at no charge by  
another vendor, thus rendering the services provided under the  
Contract unnecessary to the estate

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATMEL CORPORATION: Incurs $1.1 Million Net Loss in Third Quarter
----------------------------------------------------------------
Atmel Corporation (Nasdaq: ATML) reported financial results for
the third quarter ended September 30, 2005.

Revenues for the third quarter of 2005 totaled $418.6 million,
versus $412.2 million in the second quarter of 2005 and
$413.2 million in the third quarter of 2004.  Net loss for the
third quarter of 2005 totaled $1.1 million.  The third quarter
results include a restructuring charge of $2.8 million related to
headcount reductions.  Also included in the third quarter results
is $12 million of tax benefit resulting from the settlement of a
tax audit related to one of the Company's foreign entities.  These
results compare to a net loss of $42.6 million for the second
quarter of 2005, as well as a net loss of $18.0 million for the
third quarter of 2004.

"In the third quarter, we significantly lowered our manufacturing
costs, leading to over 5 percentage points of gross margin
improvement," stated George Perlegos, Atmel's President and Chief
Executive Officer.  "We expect to continue steadily reducing
manufacturing and research and development spending, which should
lead to further improvements in our operating profits.

"Our ASIC revenues grew about 7% sequentially in the third
quarter.  During the quarter, we increased the percentage of our
smart card ICs produced on 0.18-micron line width to over 80%,
which contributed to the improved operating results of the ASIC
business.

"During the third quarter of 2005, our Microcontroller operating
segment sales were down 4% sequentially, due mainly to the
seasonal impact of our European military and aerospace business.   
However, we again saw growth in our proprietary AVR
microcontroller products, which also enjoyed strong design win
activity.  Additionally, we shipped our first AVR units into the
US automotive sector during the quarter.

"Sales in our RF and Automotive operating segment in the third
quarter were down 5% sequentially.  Although our RF BiCMOS
business was down during the quarter, we expect to ramp up new
designs for CDMA phones during the fourth quarter.

"During the third quarter, our Non Volatile Memory business
increased by 4% sequentially, mainly due to increased sales of our
serial based products.  Both our serial EEPROM and serial
DataFlash(R) business enjoyed stronger demand late in the third
quarter," concluded Mr. Perlegos.

                             Outlook

The Company anticipates that for the fourth quarter of 2005,
revenues should increase about 1-3%, while gross margin should
increase approximately 1 percentage point as compared to the third
quarter of 2005.  Additionally, R&D is expected to be
approximately $67-$70 million, while SG&A is expected to be
between $46-$50 million.  Net interest expense for the quarter is
expected to be approximately $6 to $7 million, while income taxes
are expected to be approximately $1 to $3 million.  The Company
anticipates that depreciation and amortization will be
approximately $67-$70 million.

Atmel Corporation designs, develops, manufactures, and markets
nonvolatile memory and logic integrated circuits using its
proprietary complementary metal-oxide semiconductor technologies.

                         *     *     *

Standard & Poor's Rating Services assigned its single-B long-term
foreign issuer and long-term local issuer credit ratings to Atmel
Corp. on Oct. 24, 2001, and said the outlook, at that time, was
negative.  Atmel's Zero Coupon Convertible Subordinated Debentures
due 2018 ($36,575,500 of which are outstanding) currently trade
around 33 and Atmel's Zero Coupon Convertible Subordinated
Debentures due 2021 ($511,500,000 of which are outstanding)
currently trade around 47.  


BIRCH TELECOM: Larry Adelman Named as Chief Restructuring Officer
-----------------------------------------------------------------
Members of AEG Partners have assumed key management positions at
Birch Telecom Inc.  Larry Adelman, principal of AEG Partners, has
been appointed Chief Restructuring Officer, Steve Kunkel, Managing
Director, has been appointed Assistant Chief Restructuring
Officer, and AEG is providing an interim CFO.

"While Chapter 11 situations are always a difficult undertaking
and the CLEC industry has had its share of issues, our experience
with such restructurings and our background in the telecom
industry are perfectly suited for the challenges ahead," said
Larry Adelman, Principal of AEG Partners .  "We look forward to
helping Birch navigate through this process."

AEG Partners has been involved in numerous restructuring
engagements over a broad range of industries.  The firm's telecom
practice is led by Michael Friduss and Charles Hempfling, each
with over 30 years of experience as senior executives in the Bell
System and as advisors to CLECs and the Department of Justice.

As reported in the Troubled Company Reporter on Aug. 29, 2005,
Birch Telecom, Inc., and its debtor-affiliates asked the U.S.
Bankruptcy Court for the District of Delaware for permission to
continue their engagement of AEG Partners LLC.  

The Debtors and AEG Partners entered into a pre-petition
Engagement Agreement whereby AEG Partners provides certain
temporary employees to assist the Debtors' restructuring efforts,
including persons to fill the positions of Chief Restructuring
Officer, Assistant Restructuring Officer and Chief Financial
Officer.  

The AEG staff who have assumed management positions with the
Debtors are:

      Individual              Designation
      ----------              -----------
      Lawrence M. Adelman     Chief Restructuring Officer
      Michael Goldman         Chief Financial Officer
      Stephen Kunkel          Assistant Restructuring Officer

Mr. Adelman will:

   1) assist in preparing the Debtors' business plans, cash flow
      forecasts and financial projections, challenge the Debtors'
      critical assumptions, identify opportunities for improvement
      and assist management in the implementation of those
      programs;

   2) assist in projecting and managing the Debtors' cash position
      and trade credit, reports, budgets and analyses as maybe
      required by the Debtors' lenders or investors;

   3) assist in assuring suitable productivity of the working
      group of professionals who are assisting the Debtors in
      their reorganization process and in negotiations with
      stakeholders and their representatives;

   4) assist in negotiations with potential acquirers of the
      Debtors' assets, evaluate the Debtors' businesses and
      dispositions of any non-core assets or operations, and in
      developing alternative strategies for improving liquidity;
      and

   5) provide the Debtors with all other services that fall within
      his duties as Chief Restructuring Officer and as mutually
      agreed by the Debtors' Board of Directors and AEG Partners.

Mr. Goldman will:

   1) assist the Debtors' core financial function and existing
      financial organization and competencies, including cash
      management and general accounting and reporting skills; and

   2) provide the Debtors with all services that fall within his
      duties as Chief Financial Officer and as mutually agreed by
      the Debtors' Board of Directors and AEG Partners.

Mr. Kunkel will assist Mr. Adelman in the performance of his
duties and will work collaboratively with the Debtors' counsel and
their other professionals.

Mr. Adelman disclosed that pursuant to the Engagement Agreement,
his Firm received a $250,000 retainer and will be paid with a
Weekly Fee of $50,000.
   
                       About AEG Partners

AEG Partners -- http://www.aegpartners.com/-- is the premier  
strategic and turnaround advisory firm to distressed middle market
companies.  The firm provides reliable, independent, senior-level
counsel that quickly secures the support of key decision makers.
AEG combines seasoned operational expertise with a strong results
focus to accurately identify and implement the recovery and re-
capitalization strategies necessary to improve performance and
drive stakeholder value.

                       About Birch Telecom

Headquartered in Kansas City, Missouri, Birch Telecom, Inc. and
its subsidiaries -- http://www.birch.com/-- owns and operates an     
integrated voice and data network, and offers a broad portfolio of
local, long distance and Internet services.  The Debtors provide
local telephone service, long-distance, DSL, T1, ISDN, dial-up
Internet access, web hosting, VPN and phone system equipment for
small- and mid-sized businesses.  Birch Telecom and 28 affiliates
filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del.
Case Nos. 05-12237 through 05-12265).  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.
About AEG Partners


BOYDS COLLECTION: Gets Interim Okay to Obtain $3.5 Mil. DIP Loans
-----------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Maryland gave The
Boyds Collection, Ltd., and its debtor-affiliates permission, on
an interim basis to:

   a) obtain Letters of Credit from Bank of America, N.A, as the
      Letter of Credit Issuer and as Administrative Agent for the
      DIP Lenders pursuant to the terms of the Debtor-in-
      Possession Credit and Guaranty Agreement and all other Loan
      Documents related to the Letters of Credit; and

   b) grant adequate protection to Bank of America acting on
      behalf of itself and the DIP Lenders.

                    Use of Loan Proceeds

The Court authorizes the Debtors to enter into the DIP Credit
Agreement and the Loan Documents and perform their obligations
subject to the terms of the Credit Agreement, the Loan Documents
and the Court's Interim DIP Financing Order.  The Debtors are
authorized to obtain Letters of Credit of up to $3,500,000.

The Debtors will use the loan proceeds for working capital
financing for the orderly continuation of the operation of their
businesses.  The Debtors' ability to post Letters of Credit is
vital to the confidence of their vendors and suppliers of other
goods and services, to their customers and employees and to the
preservation and maintenance of the going concern value of the
their estates.

The Debtors' interim use of the proceeds of the Letters of Credit
will be in compliance with a 13-week Budget, covering the period
from Oct. 13, to Jan. 8, 2005.

A copy of the 105-page DIP Credit and Guaranty Agreement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=051026224933

A full-text of the 13-week Budget is available for free at
http://ResearchArchives.com/t/s?28d

                   Adequate Protection

As security for the Letters of Credit, Bank of America and the DIP
Lenders are granted valid, binding, enforceable and perfected
liens in any cash pledged by the Debtors as collateral for the
Letter of Credits that are senior and superior pursuant to Section
364(d)(1) of the Bankruptcy Code to any liens or claims
encumbering the Collateral, including the Pre-Petition Liens and
the Adequate Protection Liens.

The Court will convene a hearing at 10:00 a.m., on Oct. 31, 2005,
to consider the Debtors' request to obtain DIP financing on a
final basis.

Headquartered in McSherrystown, Pennsylvania, 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 and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. 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.


BUCKEYE TECHNOLOGIES: Incurs $300K Net Loss in Third Quarter
------------------------------------------------------------
Buckeye Technologies Inc. (NYSE:BKI) incurred a net loss of
$0.3 million after tax in the quarter ended September 30, 2005.

The Company's results include $1.3 million after tax in early
extinguishment of debt costs and restructuring expenses associated
with the previously announced plan to close the Glueckstadt,
Germany cotton linter pulp plant at the end of calendar year 2005.

During the same quarter of the prior year, the Company earned
$4.4 million after tax, which included $0.8 million after tax in
restructuring costs primarily related to the closure of its Cork,
Ireland nonwovens manufacturing facility.

Net sales in the just completed quarter were $165.5 million,
1% below the $167.3 million in the same quarter of the prior year.

Buckeye Chairman David B. Ferraro commented, "The just completed
quarter was a very difficult one for Buckeye.  Hurricane Katrina,
followed by Hurricane Rita, drove already high energy and chemical
costs even higher and forced transportation providers to increase
their pricing.  Our energy, chemical, and transportation
costs were about $8 million more in the quarter ending
September 30, 2005, than they were in the same period of the prior
year."

Mr. Ferraro went on to say, "In addition to these high costs,
transportation disruptions and lower sales of fluff pulp resulted
in our revenue being slightly below the previous year. As a result
of the extraordinary and unprecedented high costs, we have
implemented price surcharges of up to 5% on most products
effective October 1st.  We are also working to mitigate rising
costs and believe that the combination of cost savings, the price
surcharges and volume growth in the seasonally stronger second
quarter will enable us to be profitable in October-December 2005."

Buckeye Technologies, a leading manufacturer and marketer of
specialty fibers and nonwoven materials, is headquartered in
Memphis, Tennessee, USA.  The Company currently operates
facilities in the United States, Germany, Canada, and Brazil. Its
products are sold worldwide to makers of consumer and industrial
goods.

                         *     *     *

As reported in the Troubled Company Reporter on Feb 2, 2005,
Moody's Investors Service assigns a B1 rating to Buckeye
Technologies Inc.'s (Buckeye) $85 million increase of its senior
secured term loan B, affirms all other ratings, and changes
outlook to stable from negative.

Moody's also affirmed these ratings:

   * Senior implied rated B2

   * Senior unsecured issuer rating rated Caa1

   * US$150 million, guaranteed senior secured term loan B, due
     October 15, 2008, rated B1

   * US$70 million, guaranteed senior secured revolver, due
     September 15, 2008, rated B1

   * US$200 million, 8.5%, guaranteed senior unsecured notes, due
     2013, rated B3

   * US$100 million, 9.25% senior subordinated notes, due 2008,
     rated Caa1

   * US$150 million, 8.0% senior subordinated notes, due 2010,
     rated Caa1

As reported in the Troubled Company Reporter on Feb. 1, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' secured bank
loan rating to specialty pulp producer Buckeye Technologies Inc.'s
proposed $85 million term loan B add-on, based on preliminary
terms and conditions.  All other ratings were affirmed.  S&P says
the outlook is stable.


CABLEVISION SYTEMS: Dolan Family Halts Bid to Take Company Private
------------------------------------------------------------------
Charles F. and James L. Dolan, on behalf of the Dolan Family
Group, withdrew its proposal to acquire the outstanding, publicly
held interests in Cablevision Systems Corporation (NYSE: CVC)
following a pro rata distribution of Rainbow Media Holdings.  The
Dolan family previously submitted a $7.9 billion bid to take the
company private in June 2005.

David M. Ewalt of Forbes relates that the Dolan family couldn't
make a deal with the committee charged by the company to evaluate
the offer.

The family, which controls 71 percent of the vote and 22 percent
of the Company's equity, also recommended that Cablevision's Board
of Directors consider the declaration of a $3 billion one-time,
special dividend payable pro rata to all shareholders.

"The Board of Directors is considering the proposal," Cablevision
said in a press statement this week.  "No decision with respect to
a dividend has been made at this time."

"We continue to have full faith and confidence in the near and
long-term prospects of the Company and remain committed to the
goal of providing value to all shareholders," the Dolans said in
their letter to the Board.  "In addition, we recognize from the
strength of the financing commitments received in connection with
our proposal that the credit markets currently value the Company's
growing cash flow to a greater extent than the equity markets.  
This recommendation is driven by a desire to treat all
shareholders equally, to provide clarity for the Company's
security holders and to take advantage of the robust credit
markets and attractive interest rate environment."

A dividend would net the Dolan family $600 million, Geraldine
Fabrikant writes for The New York Times.

Cablevision Systems Corporation -- http://www.cablevision.com/--  
is one of the nation's leading entertainment, media and
telecommunications companies.  In addition to its cable, Internet,
and voice offerings, the company owns and operates Rainbow Media
Holdings LLC and its networks; Madison Square Garden and its
teams; and, Clearview Cinemas.  In addition, Cablevision operates
New York's Radio City Music Hall.  

At June 30, 2005, Cablevision Systems' balance sheet showed a
$2,481,149 stockholders' deficit, compared to a $2,630,334 deficit
at Dec. 31, 2004.


CABLEVISION SYSTEMS: Moody's Reviews Low-B Ratings & May Downgrade
------------------------------------------------------------------
Moody's Investors Service reported that all ratings for
Cablevision Systems Corporation and CSC Holdings, Inc., a wholly
owned subsidiary of CVC, remain on review for downgrade following
the Dolan family's proposal to declare a $3 billion special
dividend, which would result in a meaningful deterioration of
credit metrics.  Concurrently, the Dolan family withdrew its
proposal to acquire Cablevision's cable assets.  Moody's estimates
a $3 billion debt funded dividend would increase debt of the cable
operations to approximately 8 times EBITDA from slightly under 6
times EBITDA.

These ratings remain on review:

  Cablevision Systems Corporation

    -- Corporate Family Rating -- Ba3
    -- $500 Million New Floating Rate Notes due 2009 - B3
    -- $1 Billion New Senior Unsecured Notes due 2012 - B3

  CSC Holdings, Inc.

    -- $4.2 billion aggregate senior unsecured notes -- B1

    -- $250 Million of 10.5% Senior Subordinated Debentures
       due 2016 - B2

Moody's will evaluate the effect of the proposed dividend,
specifically the increase in leverage and the composition of the
debt.  Moody's estimates debt will increase to approximately 8
times EBITDA pro forma for the special dividend and based on
trailing 12 months EBITDA through June 30, 2005, from
approximately 5.7 times.  In analyzing Cablevision's cable
operations, Moody's focuses on the debt currently called
Restricted Group debt (which excludes the debt at Rainbow National
Services) and the bonds at CVC.  Cash flow from the consumer and
business (Lightpath) cable assets service this debt.

Cablevision Systems Corporation, through its wholly owned
subsidiary CSC Holdings, Inc., serves approximately 3 million
cable subscribers in and around the New York metropolitan area.
The company maintains its headquarters in Bethpage, New York.


CABLEVISION SYSTEMS: Nixed Buy-Out Plans Cue S&P to Review Ratings
------------------------------------------------------------------
On Oct. 25, 2005, Standard & Poor's Ratings Services announced
that its long-term ratings for Bethpage, Long Island-based cable
TV operator Cablevision Systems Corp. and related entities --
including the 'BB' long-term corporate credit rating -- remain
on CreditWatch with negative implications.  Standard & Poor's
'B-2' short-term rating on the company remains on CreditWatch with
developing implications.

This CreditWatch update follows the announcement by the Dolan
family that it is withdrawing its buyout offer for the Cablevision
cable TV properties.  Instead, the Dolans are recommending that
the board declare a $3 billion shareholder special dividend.  This
dividend would result in a comparable level of debt relative to
the buyout proposal -- about $11.8 billion with the dividend
plan, versus an estimated $12.5 billion with the buyout plan, and
these levels are materially higher than the company's current
$8.8 billion.

However, maintenance of the current corporate ownership structure
under the dividend plan gives the company continued access to the
non-cable assets, including valuable programming assets American
Movie Classics, WE: Women's Entertainment, and the Independent
Film Channel.  Pro forma for a potential debt-financed special
dividend payment, the company's consolidated leverage for the
second quarter of 2005 would be about 8.2x on an operating
lease-adjusted basis including purchase commitments, versus around
9.0x for the cable business under the buyout plan.  So, while the
dividend scenario is at least initially less leveraging than the
buyout plan, it would still increase leverage materially from the
current 6.2x.

"Along with considering the incremental debt, we will also assess
Cablevision's future financial policy and business strategy in
resolving the CreditWatch listing, especially given the Dolan
family's continued strong influence on the company," noted
Standard & Poor's credit analyst Catherine Cosentino.  In their
notice to withdraw their offer, the Dolans indicated that "there
has been a decline in communications sector valuations and an
increased competitive environment."  Given this sentiment, the
company may be more inclined to aggressively return cash to
shareholders or to lever up to levels that may not provide
sufficient cushion to support the current 'BB' rating.


CAMPBELL RESOURCES: Court Extends CCAA Protection Until Nov. 25
---------------------------------------------------------------
Campbell Resources Inc. (TSX: CCH, OTC Bulletin Board: CBLRF) has
been granted an extension to Nov. 25, 2005, of the initial order
granted June 30 under the Companies' Creditors Arrangement Act.  
Operations at the Copper Rand and Joe Mann mines are continuing as
well as exploration on the Corner Bay property.

AS reported in the Troubled Company Reporter on July 4, 2005, the
Superior Court of Quebec (Commercial Division) granted
Campbell Resources Inc. an initial order under the Companies'
Creditors Arrangement Act.  

Campbell Resources Inc. is a mining company focusing mainly in the  
Chibougamau region of Quebec, holding interests in gold and gold-
copper exploration and mining properties.


CARDIAC SERVICES: Court Sets November 21 as Claims Bar Date
-----------------------------------------------------------
The Honorable Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee set November 21, 2005, at 4:00 p.m.,
as the deadline for all creditors owed money on account of claims
arising prior to March 8, 2005, against Cardiac Services, Inc., to
file a proof of claim.

Creditors must file written proofs of claim on or before the
November 21 Claims Bar Date and those forms must be sent to:

      Paul E. Jennings, Esq.
      Paul E. Jennings Law Offices, P.C.
      805 South Church Street, Suite 3
      Murfreesboro, TN 37130

Headquartered in Nashville, Tennessee, Cardiac Services, Inc.,
provides surgical services, mobile catherization and peripheral
vascular labs, and associated equipment.  The Company filed for
chapter 11 protection on March 8, 2005 (Bankr. M.D. Tenn. Case No.
05-02813).  Paul E. Jennings, Esq., at Paul E. Jennings Law
Offices, P.C., represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts of $10 million to $50 million.


CASH TECHNOLOGIES: Posts $1.3MM Net Loss in Quarter Ended Aug. 31
-----------------------------------------------------------------
Cash Technologies Inc. delivered its financial results for the
quarter ended Aug. 31, 2005, to the Securities and Exchange
Commission on Oct. 17, 2005.

For the three months ended Aug. 31, 2005, Cash Technologies
incurred a $1,286,589 net loss on $1,877,501 of revenues compared
to a $943,064 net loss on $14,764 of revenues for the same period
in 2004.  The Company has incurred losses since its inception
prior to the fiscal year ended May 31, 2005.  For the last two
fiscal years ended May 31, 2004, and 2005, the Company realized a
net loss of $4,382,532 and net income of $3,655,760 respectively.

At Aug. 31, 2005, the Company's balances sheet showed $13,747,000
of assets and liabilities totaling $9,309,803. Approximately
$478,142 of the Company's liabilities is not being paid as agreed.

                 Default On Senior Securities

As of Aug. 31, 2005, Cash Technologies owes approximately $478,142
in principal and interest to the noteholders pursuant to a private
placement offering of convertible notes and warrants completed in
Jan. 2000.  The notes, secured by a first priority lien on all of
the Company's assets, were originally due and payable on July 31,
2001.

                     Going Concern Doubt

Cash Technologies' limited revenues and history of losses have
prompted its independent accountants to issue opinions containing
doubts about the Company's ability to continue as a going concern.

In its audit report accompanying the Company's audited financial
statement for the fiscal years ended May 31, 2005, Vasquez &
Company LLP, of Los Angeles, California, expressed substantial
doubt about the Company's ability to continue as a going concern,  
The auditing firm pointed to the Company's recurring losses,
substantial debt service requirements and working capital needs.   

                   About Cash Technologies

Cash Technologies, Inc. -- http://www.cashtechnologies.com/and   
http://www.heuristictech.com/-- develops and markets innovative   
data processing systems, including the BONUS(TM) and MFS(TM)
financial services systems and EMMA (TM) transaction processing
software.  Its Heuristic subsidiary creates and markets healthcare
and employee benefits data processing solutions and debit card
programs.


CONTINENTAL AIRLINES: Completes 18-Mil. Public Equity Placement
---------------------------------------------------------------
Continental Airlines, Inc. (NYSE: CAL) completed its previously
announced public offering of 18 million shares of its Class B
Common Stock at a price to the public of $11.35 per share.

UBS Investment Bank, the sole underwriter for the offering, has a
30-day option to purchase an additional 2.7 million shares of
common stock to cover over-allotments, if any.  Copies of the
prospectus supplement and prospectus relating to the offering may
be obtained from UBS Investment Bank, 299 Park Ave., New York, New
York 10171.

Continental Airlines -- http://continental.com/-- is the world's       
sixth-largest airline, serving 128 domestic and 111 international  
destinations -- more than any other airline in the world -- and  
serving nearly 200 additional points via codeshare partner  
airlines.  With 42,000 mainline employees, the airline has hubs  
serving New York, Houston, Cleveland and Guam, and carries  
approximately 51 million passengers per year.  FORTUNE ranks  
Continental one of the 100 Best Companies to Work For in America,  
an honor it has earned for six consecutive years.  FORTUNE also  
ranks Continental as the top airline in its Most Admired Global  
Companies in 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2005,
Moody's Investors Service assigned a Ba2 rating to the proposed
Series 2005-ERJ1 Class A Pass Through Certificates of Continental
Airlines, Inc. and affirmed Continental's long-term debt ratings
(corporate family rating at B3).  Moody's said the rating outlook
is negative.


COVENTRY HEALTH: Earns $133.1 Million of Net Income in 3rd Quarter
------------------------------------------------------------------
Coventry Health Care, Inc. (NYSE: CVH) reported operating results
for the quarter ended September 30, 2005.  

Operating revenues totaled $1.67 billion for the quarter, a 25.9%
increase over the third quarter of 2004.  Net earnings were
$133.1 million, a 52.9% increase over net earnings for the third
quarter of 2004 and a 26.6% increase on a per diluted share basis.   
These results are reported on the basis of Coventry's recently
effective three-for-two stock split which was distributed to
shareholders on October 17, 2005.

"I am delighted to announce another quarter of strong financial
results.  The Health Plan business continues to perform well,
including growth of 39,000 members during the quarter, and First
Health continues to perform well both financially and
operationally," said Dale B. Wolf, chief executive officer of
Coventry.  "We are also very proud of our employees in the New
Orleans region who serve our Louisiana members in the aftermath of
Hurricane Katrina.  Overall, the parts are in place for a strong
finish to 2005 and the prospects for 2006 look promising."

Third Quarter Highlights

   * Revenues up 25.9% over the prior year quarter

   * Diluted EPS up 26.6% over the prior year quarter

   * Operating Margin of 12.5%, up 290 basis points from prior
     year quarter

   * First Health accretion of $0.07 per share in Q3 2005

   * Cash flow from operations of $247.2 million or $194.8 million
     when adjusted for one extra Medicare payment in the quarter
     from CMS, representing 146% of net income.

   * Paydown of $117.5 million of bank debt in July 2005

   * Debt to Capital Ratio dropped to 24.1% as of September 30,
     2005

                  Consolidated Guidance Details

Q4 2005 Guidance

   * Total Revenues of $1.66 billion to $1.70 billion

   * Earnings per share on a diluted basis of $0.81 to $0.82
     before the impact of Katrina

   * Possible loss of ($0.03) to ($0.05) in Louisiana operations
     due to Katrina;

2006 Full Year Guidance

   * Total Revenues of $7.7 billion to $7.9 billion, including
     $500 million to $700 million of Part D revenue;

   * Health Plan membership growth of 1% to 3%, adjusted for
     anticipated membership losses in Louisiana;

   * Part D end of year membership of 600,000 to 800,000;

   * Before Part D and FAS123R, earnings per share (EPS) on a
     diluted basis of $3.54 to $3.59;

   * Louisiana operations are expected to contribute $.05 less
     than pre-Katrina estimates;

   * Incremental EPS of $0.02 from the net impact of Part D;

   * Reflects anticipated quota share arrangements with two
     distribution partners;

   * Reflects impact on First Health revenue: loss of $31 million
     of fee based revenue relating to dual eligible administration
     and senior pharmacy discount card business;

   * The diluted EPS impact of FAS123R is expected to be ($0.13)
     to ($0.14).

Coventry Health Care -- http://www.coventryhealth.com/-- is a   
managed health care company based in Bethesda, Maryland operating
health plans and insurance companies under the names Coventry
Health Care, Coventry Health and Life, Altius Health Plans,
Carelink Health Plans, Group Health Plan, HealthAmerica,
HealthAssurance, HealthCare USA, OmniCare, PersonalCare,
SouthCare, Southern Health and WellPath.  Coventry provides a full
range of managed care products and services, including HMO, PPO,
POS, Medicare+Choice, Medicaid, and Network Rental to 3.1 million
members in a broad cross section of employer and government-funded
groups in 15 markets throughout the Midwest, Mid-Atlantic and
Southeast United States.

                         *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Moody's Investors Service assigned a Ba1 senior unsecured debt
rating to Coventry Health Care, Inc.'s $450 million credit
facility.

Rating assigned with a negative outlook:

Coventry Health Care, Inc.:

   * senior unsecured credit facility rating of Ba1.

Ratings affirmed with a negative outlook:

Coventry Health Care, Inc.:

   * corporate family rating of Ba1;
   * senior unsecured debt rating of Ba1; and
   * long-term issuer rating of Ba1.

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Fitch Ratings assigned a 'BB' rating to Coventry Health Care
Inc.'s issuance of $500 million of senior unsecured notes and
$450 million credit facility.  Concurrently, Fitch has affirmed
the company's existing debt and long-term issuer rating of 'BB'
and removed it from Rating Watch Negative.  The Rating Outlook is
Stable.  


CREDIT SUISSE: S&P Pares Rating Class III-B Certs. to BB from BBB-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
III-B fixed-rate prime/Alt-A collateral-backed certificates issued
by Credit Suisse First Boston Mortgage Securities Corp.'s series
2002-26 to 'BB' from 'BBB-'.  Concurrently, ratings on five other
classes from loan group III are affirmed.

The lowered rating on class III-B is based on unfavorable
collateral performance, which has led to projected credit support
levels that do not support the former 'BBB-' rating.  The rating
on this class, originally 'A-', was previously lowered to 'BBB' in
May 2005.  This class is supported by overcollateralization and
excess interest.

Based on the structure of this transaction, principal is being
paid sequentially.  As result, class III-B is locked out and 100%
of the principal balance remains outstanding.  As of the September
2005 distribution period, the transaction has recently been
generating greater amounts of excess interest.  However, losses
have followed the same trend. Net losses have continued to
exceed excess interest cash flow, eroding o/c for all of the
recent 12 months.  This o/c deficiency has depleted o/c from its
original and current target of $6,015,434 to $2,384,431.

As of the September 2005 distribution date, cumulative realized
losses for loan group III were $6.34 million -- 0.84% of the
original pool balance, while total delinquencies were 30.18%.  
Serious delinquencies were 24.41%.  While the mortgage pool has
paid down to approximately 12.35% of its original balance, net
losses continue to heighten, causing further erosion to the class'
credit support percentage.

Given the high delinquency trend and increasing cumulative net
losses, Standard & Poor's will continue to monitor the transaction
accordingly.  The rating on this class may be adjusted accordingly
to reflect available credit support.

The affirmed ratings on the five remaining classes in the    
fixed-rate prime/Alt-A loan group III reflect sufficient levels of
credit support provided by subordination, and to a lesser extent,
excess spread and overcollateralization, despite the moderate
delinquencies and net losses.

The collateral consists of 30-year fixed-rate, prime/Alt-A
mortgage loans secured by one-to-four-family residential
properties.
    
                         Rating Lowered
    
      Credit Suisse First Boston Mortgage Securities Corp.
         Mortgage-Backed P/T Certificates Series 2002-26
        
                                 Rating
                     Class     To      From
                     -----     --      ----
                     III-B     BB      BBB-
   
                        Ratings Affirmed
    
      Credit Suisse First Boston Mortgage Securities Corp.
         Mortgage-Backed P/T Certificates Series 2002-26

                      Class          Rating
                      -----          ------
                      III-A-4        AAA
                      III-A-5        AAA
                      III-M-1        AA
                      III-M-2        A+
                      III-M-3        A


CROWN HOLDINGS: S&P Assigns B Rating to $1.1-Bil Sr. Unsec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Crown Holdings Inc.  The outlook is stable.

At the same time, Standard & Poor's lowered its senior secured
debt rating on EUR460 million of first-priority senior secured
notes due 2011 issued by wholly owned subsidiary Crown European
Holdings S.A. to 'BB-' from 'BB'.  The recovery rating on these
notes was lowered to '2' from '1', now indicating expectations for
substantial, not full, recovery in the event of a payment default.  
The downgrade and the change in the recovery rating reflect the
significant increase in senior secured debt that results from the
group's proposed bank credit facilities.  Failure to complete the
refinancing as currently contemplated could lead to a reassessment
of the recovery prospects for senior secured creditors.

Standard & Poor's assigned its 'B' rating to the proposed $500
million of senior unsecured notes due 2013 and $600 million of
senior unsecured notes due 2015 to be issued by Crown Americas LLC
and Crown Americas Capital Corp., wholly owned subsidiaries of
Crown Holdings.

In addition, based on preliminary terms and conditions, Standard &
Poor's assigned its 'BB-' rating and a recovery rating of '2' to
Crown's proposed $1.3 billion senior secured credit facilities.  
These ratings indicate Standard & Poor's assessment that bank
lenders and senior secured noteholders will receive substantial
recovery in a payment default.  If the company exercises its
option to increase the credit facility by $500 million subject to
lender approval, ratings and recovery prospects will be
reevaluated.

Proceeds from the new notes and the new credit facility, together
with proceeds from the recent sale of the company's plastic
closures business, will be used to refinance existing bank debt
and high-coupon junior debt, make additional pension
contributions, and pay tender premiums and other       
transaction-related expenses.  Ratings on the debt that is being
refinanced will be withdrawn upon completion of the refinancing.

"If completed as currently contemplated, the refinancing will
result in significantly lower interest expense, reduced pension
obligations, and a smoother debt maturity schedule," said Standard
& Poor's credit analyst Cynthia Werneth.  "In addition, the
financial profile should continue to strengthen through good
operating performance, cash generation, and debt reduction."

The ratings continue to reflect Crown's satisfactory business risk
profile, characterized by market leadership, global operations,
and relative earnings stability.  Nevertheless, the financial
profile remains aggressive, and the company continues to face
risks associated with asbestos litigation.

With annual sales of more than $7 billion, Philadelphia,
Pennsylvania-based Crown is primarily a metal container
manufacturer.  The company benefits from a broad geographic
presence, a well-diversified customer base, and leading market
positions in food, beverage, and aerosol cans.


CSC HOLDINGS: Nixed Going Private Deal Cues Fitch to Review Rating
------------------------------------------------------------------
The ratings for the restricted group of CSC Holdings, Inc., remain
on Rating Watch Negative by Fitch Ratings following the
announcement by controlling CVC shareholders to withdraw their
June 19, 2005, proposal to take CSC's cable and Lightpath
businesses private while distributing CVC's equity interest in its
wholly-owned subsidiary Rainbow Media Holdings, LLC to CVC
shareholders.  CSC is a wholly owned subsidiary of Cablevision
Systems Corporation.

In addition to withdrawing the proposal the controlling
shareholders recommended to CVC's board of directors that the
company declare a $3 billion special cash dividend.

On June 20, 2005, Fitch placed these ratings for CSC on Rating
Watch Negative:

     -- Issuer default rating (IDR) 'BB-';
    
     -- Senior unsecured debt 'BB-';
    
     -- Senior subordinated debt 'B+';
    
     -- $2.4 billion guaranteed senior unsecured credit facility
        'BB'.

In the absence of a material asset sale, Fitch believes that the
special dividend, if approved by CVC's board of directors, will be
a leveraging transaction.  Fitch estimates that on a consolidated
basis CVC's leverage pro forma for a debt financed $3 billion
special dividend would increase to approximately 8.3 times based
on adjusted total debt of approximately $12.1 billion and LTM
EBITDA of approximately $1.46 billion.

In Fitch's opinion, the restricted group could contribute to
funding of the special dividend, which has the potential to place
downward pressure on the existing ratings.  For instance, if the
restricted group funded the entire special dividend Fitch
estimates that pro forma leverage would increase to approximately
6.4x from actual leverage of 4.1x at the end of the second
quarter.  Depending on the final financing structure, Fitch
believes that the restricted group has the capacity within its
existing ratings to fund part of the special dividend.

In resolving the Rating Watch, Fitch will consider the final
capital structure, credit profile and recovery prospects of CSC's
restricted group as well as the business and operational risks of
the company going forward.

Fitch's current ratings for CSC's restricted group reflect the
operating advantages derived from the company's technologically
upgraded network and its tightly clustered subscriber base.  
Fitch's ratings also incorporate the growth and continuing
diversification of CSC's revenue generating units, positive basic
subscriber trends and the increasing business risk and the
potential negative impact on subscriber metrics, revenue growth,
and margin performance stemming from the persistent competition
for video subscribers from the DBS operators and for broadband
subscribers primarily from the regional bell operating companies.  

Longer term credit risks are centered on the increased competition
for video business resulting from the RBOCs entering into the
video business and CSC's commitment to its credit profile.


DAY INTERNATIONAL: S&P Assigns Junk Rating to $140 Mil Sec. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Day International Group Inc.  At the same time,
Standard & Poor's assigned its 'B' senior secured bank loan rating
and a recovery rating of '2' to Day's proposed $275 million  
first-lien secured credit facility.  S&P also assigned a 'CCC+'
senior secured bank loan rating and a recovery rating of '5' to
Day's proposed $140 million second-lien secured credit facility,
and revised our rating on the company's 12.25% exchangeable
preferred stock to 'CCC' from 'D'.  The outlook is stable.

Day will use proceeds from the proposed term loans to repay the
current $126 million term loan D due 2009; to redeem $115 million
in existing 9.5% senior subordinated notes due 2008; to redeem all
of its 18% convertible preferred stock; to redeem $30.8 million of
its 12.25% preferred shares, including an accrued dividend; and to
pay transaction fees and other expenses.  After the transaction,
the Dayton, Ohio-based company will have total pro forma balance
sheet debt of about $390 million.

"The ratings on Day International Group Inc. reflect its
aggressive financial profile, partly offset by its leading
position in highly fragmented, competitive, and small niche
markets serving the commercial printing and textile industries,"
said Standard & Poor's credit analyst Natalia Bruslanova.

Geographic and customer diversity is good.  About 85% of Day's
revenues are derived from its image-transfer products, which
include consumable rubber-surface printing blankets and sleeves,
and from pressroom chemicals such as roller and blanket washes,
fountain solutions, and dampeners.  The remaining 15% of Day's
sales are generated through its textile division, a global
producer of high-end yarn-spinning cots and a maker of aprons used
in textile machinery.

The company's well-established customer base and distribution
channels provide moderate barriers to entry, and they have enabled
Day to sustain positions in the markets it serves.  These markets
are moderately cyclical and very mature, and they are expected to
grow only 1%-2% per year.  Still, the company's premium pricing
scheme generates strong EBITDA margins, at about 20%, and
relatively stable revenue streams because of the consumable nature
of the products.
   
Sales from the image-transfer segment rose slightly because of
increased sales volumes in Europe and because of the positive
impact of foreign currency exchange rates, though these factors
were partially offset by the segment's lower sales volumes in the
U.S.  Image-transfer products have been affected by the higher raw
material prices of solvents, though these have been partially
mitigated by Day's price increases.  Meanwhile, sales in the
company's textile products segment have declined as the U.S. and
European textile sectors continue to contract.


DEXTERITY SURGICAL: Clear Thinking Named as Panel Representative
----------------------------------------------------------------
Clear Thinking Group, LLC, and Joseph E. Myers, a partner and
managing director in the firm, have been appointed to be the
representative of the Unsecured Creditors Committee of Dexterity
Surgical, Inc.  The appointment became effective with the
confirmation of the company's amended Plan of Liquidation,
prepared pursuant to a Chapter 11 Plan of Reorganization filed
last year.

Under terms of the engagement agreement, Mr. Myers and select
staff from Clear Thinking's Creditors Rights Practice Group will
represent the Unsecured Creditors interests.  This role includes
reviewing creditor claims and determining whether to pursue
objections or litigation related to such claims.  The firm will
also make determinations as to the manner and timing of
distributions executed to satisfy Dexterity's general unsecured
claims.

Clear Thinking Group -- http://www.clearthinkinggrp.com/--  
provides a wide range of strategic consulting services to retail
companies, consumer product manufacturers/distributors and
industrial companies.  The national advisory organization
specializes in assisting small- to mid-sized companies during
times of growth, opportunity, strategic change, acquisition, and
crisis.

Headquartered in Houston, Texas, Dexterity Surgical, Inc., is
engaged in the distribution of instruments, equipment and surgical
supplies, primarily used in hand-assisted laproscopic surgery. The
Company filed for chapter 11 protection on April 19, 2004 (Bankr.
S.D. Tex. Case No. 04-35817).  Robert Andrew Black, Esq., at
Fulbright & Jaworski represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $3,639,923 in total assets and $8,715,167 in
total debts.


DOE RUN: Needs to Pay Renco Group $7.5 Million by October 31
------------------------------------------------------------
The Doe Run Resources Corporation amended its Amended and Restated
Credit Agreement with the Renco Group, Inc.  

The most recent amendment extended the maturity date of the Credit
Agreement.  A $7,500,000 payment is due October 31, 2005, and the
balance of $8,000,000 is due November 30, 2005.

All of the issued and outstanding common and preferred stock of
the Company is owned directly or indirectly by Renco.

A full-text copy of the Amended and Restated Credit Agreement is
available for free at http://ResearchArchives.com/t/s?286

The Doe Run Resources Corporation is one of the world's leading
providers of premium lead and associated metals and services.

At July 31, 2005, the Company's balance sheet shows $481,824,000
in total assets and a $178,981,000 stockholders deficit.  


DOE RUN: $75-Million Loan Agreement Matures on August 29, 2008
--------------------------------------------------------------
The Doe Run Resources Corporation amended its Amended and Restated
Loan and Security Agreement, dated as of October 29, 2002, with:

   * The Buick Resource Recycling Facility, as borrower;
   * Fabricated Products, Inc. as borrower;
   * DR Land Holdings, LLC, as guarantor;
   * Wachovia Bank, National Association, as agent; and
   * The CIT Group/Business Credit, Inc., as co-agent.

The Amendment extends the maturity date of the $75-million Credit
Agreement to August 29, 2008.  

A full-text copy of the Amended and Restated Loan and Security
Agreement is available for free at:

         http://ResearchArchives.com/t/s?285

The Doe Run Resources Corporation is one of the world's leading
providers of premium lead and associated metals and services.

At July 31, 2005, the Company's balance sheet shows $481,824,000
in total assets and a $178,981,000 stockholders deficit.  


DOMINO'S PIZZA: Sept. 11 Balance Sheet Upside-Down by $552 Million
------------------------------------------------------------------
Domino's Pizza, Inc. (NYSE: DPZ), reported financial results for
the third quarter and first three quarters of 2005, which ended
Sept. 11, 2005.

Global retail sales were up 7.8% for the quarter versus the prior
year period, driven by domestic and international same store sales
and unit growth.  Domestic same store sales increased 1.1% for the
quarter, while international same store sales increased 4.5%, on a
constant dollar basis, for the same period.  Domestic and
international same store sales increased 8.0% and 5.9%,
respectively, for the same periods last year.  The Company added
67 net stores worldwide during the quarter, and increased
worldwide store counts by 342 net stores over the past four fiscal
quarters.

Net income increased $19.8 million to $20.8 million during the
third quarter of 2005 versus the prior year period, and increased
$33.9 million to $69.2 million during the first three quarters of
2005 versus the prior year period.  These increases were due
primarily to the aforementioned increases in income from
operations as well as the reductions in interest expense and other
expense.  Additionally, net income for the year-to-date period was
positively impacted by lower income taxes resulting from the
reversal of valuation allowances related to net operating loss
deferred tax assets from certain of our foreign operations.

Domino's Pizza Chairman and CEO David A. Brandon, commented, "I am
very pleased with the way we performed against our business plan
for the third quarter.  Both our domestic and international
businesses drove positive same store sales growth, which was
particularly noteworthy, considering our extremely strong sales
performance in the same period last year.  Together with lower
cheese costs and healthy store growth, we were pleased to drive
EPS growth of more than 30%."

"I would also like to highlight the strength and character of our
team members and franchisees in the wake of hurricanes Katrina and
Rita," Mr. Brandon continued.  "Our largest domestic franchisee,
RPM Pizza, is located in the center of Katrina's devastation, and
many of our franchisees and team members displayed incredible acts
of selflessness by traveling to RPM Pizza locations throughout
Mississippi and Louisiana and helping them get most of their
stores reopened in a remarkably short period of time.  In
addition, we were privileged to provide free, hot food to
thousands of evacuees and rescue workers during the weeks
immediately following the storms.  I am very proud of the
resiliency of the Domino's Pizza system and our ability to come
together as a team during trying times to provide needed support
to the communities we serve."

Income from operations increased $17 million, or 59.9%, during the
third quarter of 2005 versus the prior year period, and increased
$31.3 million, or 28.1%, during the first three quarters of 2005
versus the prior year period.  Income from operations was
positively impacted by higher royalty revenues from domestic and
international franchise stores, increases resulting from higher
domestic Company-owned same store sales, lower food and insurance
costs, and higher volumes in our distribution business.
Additionally, income from operations was positively impacted by
the aforementioned decreases in general and administrative
expenses.

The third quarter and year-to-date 2004 other amount of
$9.8 million was comprised of losses incurred in connection with
debt retirements, including $9 million incurred in connection with
the redemption of $109.1 million of Domino's, Inc.'s senior
subordinated notes in Aug. 2004.

              Board Declares Third Quarter Dividend

The Company's third quarter dividend, in the amount of 10 cents
per share, will be paid on December 30, 2005, to shareholders of
record as of the close of business on December 15, 2005.  On an
annualized basis, our third quarter dividend equates to an
approximate 1.9% dividend yield, based on the Company's closing
stock price of $21.31 on Oct. 21, 2005.

              Impact of Hurricanes Katrina and Rita

The Company's overall operations and financial condition were not
significantly impacted by hurricanes Katrina or Rita.  However, 14
franchise stores in Louisiana and Mississippi suffered significant
damage and are not expected to re-open in the near term.  These
stores have been designated as closed stores for store count
purposes. The Company-owned distribution center in Louisiana
suffered only minor damage and continues to be fully operational.

                            Liquidity

As of Sept. 11, 2005, the Company had $755.2 million in total debt
and $21.9 million of cash and cash equivalents.  Including the
effect of interest rate derivatives, approximately 70% of
outstanding borrowings were contractually fixed at the end of the
third quarter.  The Company voluntarily repaid $25 million of
senior credit facility borrowings in the first quarter of 2005.
During the second and third quarters of 2005, the Company repaid
$25.1 million and $15.1 million of outstanding borrowings,
respectively, which consisted primarily of repayments of the
$40 million of borrowings on our revolving credit facility that
were used to repurchase approximately 4.4 million shares of the
Company's common stock during the second quarter of 2005.

The Company is currently not required to pay down principal on its
senior subordinated notes until 2011.  The next scheduled
principal amortization payment of $1.2 million on its senior
credit facility is due on Mar. 31, 2006. As of Sept. 11, 2005, the
Company had no borrowings under its $125.0 million revolving
credit facility.  Letters of credit issued under the revolving
credit facility were $28.9 million at Sept. 11, 2005.

                          Low-B Ratings

Additionally, during the third quarter of 2005, the Company
received credit rating upgrades from Standard and Poor's.  The
rating on its senior secured debt improved to BB- from B+, while
the rating on its senior subordinated debt improved to B from B-.
According to Standard and Poor's, these rating upgrades were given
due to the Company's leading market position, improving operating
performance and a history of de-leveraging.

The Company does not have any material commitments for capital
expenditures as of Sept. 11, 2005.  The Company currently
expects its full year 2005 capital expenditures to total between
$28 million and $38 million, including approximately $8 million
relating to the completion of the renovation of its world
headquarters.

Founded in 1960, Domino's Pizza -- http://www.dominos.com/-- is  
the recognized world leader in pizza delivery.  Domino's is listed
on the NYSE under the symbol "DPZ."  Through its primarily
franchised system, Domino's operates a network of 7,945 franchised
and Company-owned stores in the United States and more than 50
countries. The Domino's Pizza(R) brand, named a Megabrand by
Advertising Age magazine, had global retail sales of more than
$4.6 billion in 2004, comprised of nearly $3.2 billion
domestically and more than $1.4 billion internationally.  Domino's
Pizza was named "Chain of the Year" by Pizza Today magazine, the
leading publication of the pizza industry and is the "Official
Pizza of NASCAR(R)."

At Sept. 11, 2005, Domino's Pizza, Inc.'s balance sheet showed a
$552,567,000 stockholders' deficit compared to a $549,880,000
deficit at Jan. 2, 2005.


EAGLEPICHER HOLDINGS: Inks Premium Financing Pact with Cananwill
----------------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy for the Southern District of Ohio, Western Division,
for authority to enter into an insurance premium financing
agreement with Cananwill, Inc.

The premium financing agreement will allow the Debtors to maintain
policies necessary to keep the business operations and assets of
their estates insured for the benefit of their creditors.

The agreement provides for a cash down payment of $332,490 and a
financed amount totaling $775,811.  The Debtors will pay the
financed amount in eight monthly payments of $99,064, for a total
payment to Cananwill of $792,515.

Cananwill will hold a security interest in unearned or returned
premiums and other amounts due to the Debtors under the Policies,
to secure repayment of its loan.  The Debtors also allow Cananwill
to cancel any policy financed under the agreement in case of a
payment default.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated --
http://www.eaglepicher.com/-- is a diversified manufacturer and  
marketer of innovative advanced technology and industrial products
for space, defense, automotive, filtration, pharmaceutical,
environmental and commercial applications worldwide.  The company
along with its affiliates and parent company, EaglePicher
Holdings, Inc., filed for chapter 11 protection on April 11, 2005
(Bankr. S.D. Ohio Case No. 05-12601).  Stephen D. Lerner, Esq., at
Squire, Sanders & Dempsey L.L.P. represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
$585 million in consolidated assets and $730 in consolidated
debts.


EL POLLO: Bondholders Agree to Lift Restrictive Covenants
---------------------------------------------------------
El Pollo Loco, Inc., had received valid tenders and consents from
holders of approximately $107,750,000 in aggregate principal
amount of the Company's 9-1/4% Senior Secured Notes due 2009
representing approximately 97.95% of the outstanding Notes, in
connection with its previously announced cash tender offer and
consent solicitation for the Notes, which satisfies the "Requisite
Consents," as defined in the Company's Offer to Purchase and
Consent Solicitation Statement dated Oct. 12, 2005 and the
accompanying Letter of Transmittal and Consent.

With the receipt of the Requisite Consents, the Company will
execute a supplemental indenture governing the Notes to eliminate
substantially all of the restrictive covenants and events of
default in the indenture.  The amendments to the supplemental
indenture will not become operative until all validly tendered
Notes are accepted for purchase by the Company.  Consummation of
the Company's tender offer remains conditioned on, among other
things, that all of the conditions to the Acquisition (as defined
in the Offer to Purchase and Consent Solicitation Statement dated
Oct. 12, 2005), other than the successful completion of the Tender
Offer and the Consent Solicitation, shall have been satisfied, or
waived by the Company's acquirer, and the Company shall have
received applicable financing proceeds to pay the consideration
for the Notes purchased in the tender offer.  There can be no
assurance that any of such conditions will be met.

Notes may be tendered pursuant to the tender offer until
9:00 a.m., New York City time, on Wednesday, Nov. 9, 2005 or such
later date and time to which the Expiration Time is extended,
unless the tender offer is earlier terminated by the Company.  The
total consideration to be paid for each validly tendered Note
(which shall include an amount paid in respect of the consent),
subject to the terms and conditions of the tender offer and
consent solicitation, will be paid in cash and calculated based in
part on the 3.0% U.S. Treasury Note due Dec. 31, 2006.  The total
consideration for each Note will be equal to the sum of the
present value of scheduled payments on such Note based on a fixed
spread pricing formula utilizing a yield equal to the Reference
Treasury Note, plus 50 basis points.  The detailed methodology for
calculating the total consideration for Notes is outlined in the
Offer to Purchase and Consent Solicitation Statement dated Oct.
12, 2005 relating to the tender offer and the consent
solicitation.  Holders who validly tender their Notes by the
Consent Time will be eligible to receive the total consideration.
Holders who validly tender their Notes after the Consent Time, but
on or prior to the Expiration Time, will be eligible to receive
the total consideration less $50 per $1,000 principal amount.

Any Notes not tendered and purchased pursuant to the tender offer
will remain outstanding and the holders thereof will be bound by
the amendments contained in the supplemental indenture eliminating
substantially all of the restrictive covenants in the indenture
even though they have not consented to the amendments.  Holders
who tender their Notes must consent to the proposed amendments.
Tendered Notes may not be withdrawn and consents may not be
revoked after the Consent Time.

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

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

                         *     *     *

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

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

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


ENRON C0RP: SK Corp. Wants to Buy Up to 5 Million SK Enron Shares
-----------------------------------------------------------------
South Korea's largest oil refiner, SK Corp., disclosed that it
plans to buy back shares in SK Enron Co., its 50-50 joint venture
with Enron Corp.

According to Bloomberg News, SK Corp.'s Board of Directors has
decided to buy as many as 5,000,000 shares for $57.20 each, or up
to $286 million.  The purchase is still to be finalized.

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.
161; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: Reorganized Debtors' 4th Post-Confirmation Report
-------------------------------------------------------------
Reorganized Enron Corp. and its reorganized debtor-affiliates
filed with the U.S. Bankruptcy Court for the Southern District of
New York  their Fourth Post-Confirmation Report on Oct. 14, 2005.

Since the filing of their third post-confirmation status report,
the Reorganized Debtors took additional actions to consummate
their Chapter 11 Plan of Reorganization:

A. Distributions

In August and October 2005, holders of Allowed Administrative,
Priority, Secured and General Unsecured Claims received cash
distributions aggregating more than $415,000,000, of which
$400,000,000 represents distributions to Allowed General
Unsecured Claims.  As of October 14, 2005, the aggregate net
amount of distributions to creditors exceeds $1,000,000,000.

B. Claims Resolution Process

As of October 14, 2005, 12,200 claims have been disallowed, 2,800
claims have been allowed, 2,400 claims have been deemed allowed
under Section 502(a), 1,200 claims have been subordinated and
2,300 claims have been withdrawn.

C. Denial of PGE Sale

In March 2005, the Public Utility Commission of Oregon denied the
approval of the proposed sale of Portland General Electric
Company.  The Reorganized Debtors considered, and continue to
consider, the options available to them in light of the OPUC's
ruling and have determined that distribution of New PGE Common
Stock to holders of Allowed Claims entitled to receive the New
PGE Common Stock is the most beneficial option available at this
time.

The Reorganized Debtors will file applications for the various
regulatory approvals required before the issuance of the New PGE
Common Stock.  They anticipate distributing the New PGE Common
Stock in April 2006.  If circumstances change and the Reorganized
Debtors determine not to distribute New PGE Common Stock, a
notice will be filed with the Court.

D. Motion to Dismiss Chapter 11 Cases of PGH & PTR

On July 28, 2005, Portland General Holdings, Inc., and Portland
Transition Company, Inc., as debtors and debtors-in-possession,
filed a motion to dismiss their Chapter 11 cases.

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.
161; Bankruptcy Creditors' Service, Inc., 15/945-7000)


EPICUS COMMS: Pre-Confirmation Balance Sheet Upside-Down by $17MM
-----------------------------------------------------------------
Epicus Communications Group Inc. delivered its financial results
for the quarter ended Aug. 31, 2005, to the Securities and
Exchange Commission on Oct. 13, 2005.

For the three months ended Aug 31, 2005, Epicus reports a $676,056
net loss on $3,909,247 of revenues compared to $3,443,008 net loss
on $6,060,810 of revenues for the same period in 2004.  A
significant component of the net loss for the three months ended
Aug. 31, 2005, and 2004, respectively, are charges to operations
recognizing bad debts of approximately $536,000 and $2,873,000.

Epicus' balance sheet showed $2,912,318 of assets at Aug. 31,
2005, and liabilities totaling $19,856,946, resulting in a
stockholders' deficit of $16,944,628.  As of Aug. 31, 2005, May
31, 2005, and Aug. 31, 2004, the Company had approximately
$139,000, $164,000 and $922,000 in available cash on hand.

                   Chapter 11 Plan Confirmed

The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court, for the
Southern District of Florida confirmed Epicus' Plan of
Reorganization on Sept. 30, 2005. The Company had been operating
under the protection of chapter 11 of the Bankruptcy Code since
Oct. 25, 2004.  

                     Going Concern Doubt

S.W. Hatfield, CPA, expressed substantial doubt about Epicus'
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended May 31,
2005.  The auditing firm pointed to the Company's operating losses
and negative cash flow from operations.  At May 31, 2005, the
Company's balance sheet showed a $16,271,072 stockholders'
deficit, compared to a $9,284,572 deficit in fiscal year 2004.

Headquartered in West Palm Beach, Florida, Epicus Group is a
holding company with a primary goal of investing in its current
telecommunications assets.  Epicus, Inc., it's a wholly-owned
subsidiary is an integrated communications provider with voice and
data service in the continuous 48 states, international long
distance in 240 countries with local exchange services in 7
southeastern states.  The Debtors filed for chapter 11 protection
on Oct. 25, 2004 (Bankr. S.D. Fla Case Nos. 04-34915 and
04-34916).  Alvin S Goldstein, Esq., represents the Debtors in
their restructuring efforts.


EPL INTERMEDIATE: 100% of Noteholders Tender 12-1/2% Senior Notes
-----------------------------------------------------------------
EPL Intermediate, Inc., had received valid tenders and consents
from holders of approximately $70 million in aggregate principal
amount of the Company's 12-1/2% Senior Discount Notes due 2010,
representing approximately 100% of the outstanding Notes, in
connection with its previously announced cash tender offer and
consent solicitation for the Notes, which satisfies the "Requisite
Consents," as defined in the Company's Offer to Purchase and
Consent Solicitation Statement dated Oct. 12, 2005 and the
accompanying Letter of Transmittal and Consent.

With the receipt of the Requisite Consents, the Company will
execute a supplemental indenture governing the Notes to eliminate
substantially all of the restrictive covenants and events of
default in the indenture.  The amendments to the supplemental
indenture will not become operative until all validly tendered
Notes are accepted for purchase by the Company.  Consummation of
the Company's tender offer remains conditioned on, among other
things, that all of the conditions to the Acquisition (as defined
in the Offer to Purchase and Consent Solicitation Statement dated
Oct. 12, 2005), other than the successful completion of the Tender
Offer and the Consent Solicitation, shall have been satisfied, or
waived by the Company's acquirer, and the Company shall have
received applicable financing proceeds to pay the consideration
for the Notes purchased in the tender offer.  There can be no
assurance that any of such conditions will be met.

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

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

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

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

                         *     *     *

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

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


FLEXTRONICS INT'L: Earns $101.3 Million of Net Income in 2nd Qtr.
-----------------------------------------------------------------
Flextronics (Nasdaq: FLEX) reported results for its second quarter
ended Sept. 30, 2005.  Net sales for the second quarter ended
Sept. 30, 2005, were $3.9 billion compared to $4.1 billion in the
year ago quarter.

Excluding intangibles amortization, restructuring and other
charges, net income for the second quarter ended Sept. 30, 2005,
increased 3% to $101.3 million compared with $98.5 million in the
year ago quarter.  After-tax amortization, restructuring and other
charges amounted to $103.8 million in the second quarter ended
September 30, 2005, compared to $5.9 million in the year ago
quarter, resulting in a GAAP net loss of $2.4 million as compared
to net income of $92.6 million.

Return on Invested Tangible Capital increased to 27% in the second
quarter ended September 30, 2005, from 24% in the year ago
quarter. The Company's cash conversion cycle decreased to 16 days
in the second quarter ended September 30, 2005 from 20 days in the
previous sequential quarter.  Excluding intangibles amortization,
restructuring and other charges, operating margin increased 20
basis points to 3.4% in the second quarter ended Sept. 30, 2005,  
from 3.2% in the year ago quarter, representing the 8th
consecutive quarter of year-over-year operating margin
improvement.

The Company ended the quarter with a record high $1.2 billion in
cash, up from $830 million at the end of the previous sequential
quarter.  Total debt has decreased by $197 million since the end
of the previous sequential quarter.  Net debt amounted to
$439 million at the end of the September 2005 quarter and has been
reduced by $517 million since the end of the previous sequential
quarter.  Free cash flow, which is cash flow from operations less
capital expenditures, generated $327 million in the second
quarter ended September 30, 2005, which closely approximated the
$339 million used to fund acquisitions during the quarter.  The
previously announced divestitures of the Network Services and
Semiconductor divisions generated $519 million, which closely
approximated the $197 million reduction in debt and the
$320 million increase in cash in the second quarter ended
September 30, 2005.

With regard to the September quarter operating results, Michael E.
Marks, Chief Executive of Flextronics stated, "We are extremely
pleased with our working capital management and cash flows for the
quarter.  To this end, we are pleased that we were able to reduce
our cash conversion cycle to 16 days from 20 days in the previous
quarter.  Our cash also increased by $320 million and our debt
decreased by $197 million from the end of the previous quarter
while our cash flow from operations of $381 million was sufficient
to fund our capital expansion and acquisition activity during the
quarter.  We were also able to increase operating margins for the
eighth consecutive quarter on a year-over-year basis."

As previously announced, Flextronics merged its Network Services
division with Telavie, a company wholly-owned by Altor 2003 Fund,
a Nordic private equity firm.  Flextronics received an upfront
cash payment along with deferred and contingent payments, and has
retained a 30% ownership stake in the merged company.  Flextronics
has also sold its semiconductor division to AMIS Holdings, the
parent company of AMI Semiconductor.  Both divestitures closed
during the September 2005 quarter.  Flextronics received cash
payments of $519 million in the quarter for these divestitures,
which resulted in a pretax gain of $71 million.  In connection
with these divestitures, the Company recognized a non-cash tax
expense of $99 million associated with the utilization of
deferred tax assets, resulting in an after-tax non-cash loss of
$28 million.

Mr. Marks concluded by saying, "Our year-over-year revenue
comparisons are adversely impacted by the divestitures of our
Network Services and Semiconductor divisions along with the impact
from two European OEM customers divesting their cell phone
businesses during the past year.  We expect the December 2005
quarter revenue comparison to be the last quarter adversely
impacted by these customer actions."

Headquartered in Singapore (Singapore Reg. No. 199002645H),  
Flextronics -- http://www.flextronics.com/-- is a leading    
Electronics Manufacturing Services (EMS) provider focused on
delivering innovative design and manufacturing services to
technology companies. With fiscal year 2005 revenues of USD$15.9
billion, Flextronics is a major global operating company that
helps customers design, build, ship, and service electronics
products through a network of facilities in 32 countries on five
continents. This global presence provides customers with complete
design, engineering, and manufacturing resources that are
vertically integrated with component capabilities to optimize
their operations by lowering their costs and reducing their time
to market.  

                         *     *     *

AS reported in the Troubled Company Reporter on Aug. 23, 2005,
Fitch Ratings has affirmed Flextronics International, Ltd.'s 'BB+'
senior subordinated debt and assigned a 'BBB-' rating for the
company's senior unsecured bank credit facility.  The Rating
Outlook is Stable.  Fitch's action affects approximately
$1.6 billion of debt.

The ratings and Outlook reflect Flextronics' relatively consistent
operating performance over the last several years, which has been
driven by greater exposure to more stable consumer electronics
end-markets; industry-leading cash conversion cycle, which has
contributed to annual free cash flow; and one of the industry's
best-positioned low-cost manufacturing footprints.  Also
considered is the company's organic revenue growth, which has
partially mitigated meaningful customer share erosion in
Flextronics' wireless handset segment.


FOREST OIL: Amends Credit Facility to Accommodate Spin-Off
----------------------------------------------------------
Forest Oil Corporation (NYSE:FST) reached an agreement with its
commercial banks to amend its credit facility to accommodate the
spin-off of its Gulf of Mexico operation and subsequent merger
between Spinco and Mariner Energy, Inc.  Pro forma for the
transaction, there was no negative impact to Forest's restricted
payments covenant.

The Borrowing Base will be $600 million upon close of the
transaction.  As of Sept. 30, 2005, Forest estimates $119 million
was drawn on its credit facility.  Pro forma for the transaction,
no amount would be drawn on the facility.

Forest was not required to pay a fee in order to obtain the
amendments to its credit facility.

Forest Oil Corporation -- http://www.forestoil.com/-- is engaged  
in the acquisition, exploration, development, and production of
natural gas and crude oil in North America and selected
international locations.  Forest's principal reserves and
producing properties are located in the United States in the Gulf
of Mexico, Alaska, Louisiana, Oklahoma, Texas, Utah, and Wyoming,
and in Canada.  Forest's common stock trades on the New York Stock
Exchange under the symbol FST.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2005,
Moody's Investors Service affirmed Forest Oil's Ba3 senior
unsecured note rating, its Ba3 Corporate Family Rating, and its
SGL-2 liquidity rating.  The rating outlook remains negative.

These actions follow FST's announcement today of a pending:

   1) spin-off of FST's Gulf of Mexico (GOM) reserves to Spinco
      and Spinco's subsequent immediate acquisition by
      Mariner Energy (unrated); and

   2) FST's pending $200 million debt reduction with cash
      distributed by Spinco upon its borrowing a like amount from
      third-party lenders.


GARY ZANDEN: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gary Francis Vander Zanden
        P.O. Box 1004
        Campbell, California

Bankruptcy Case No.: 05-58578

Chapter 11 Petition Date: October 14, 2005

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Henry G. Rendler, Esq.
                  Law Offices of Henry G. Rendler
                  1550 The Alameda, Suite# 308
                  San Jose, California 95126
                  Tel: (408) 293-5112
                  Fax: (408) 293-4939

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Marie C. Bechtel              Debtor's Former           $106,518
Attorney at Law               Attorney in Santa
Hoover & Bechtel LLP          Clara County family
1570 The Alameda, #315        court matter
San Jose, CA 95126

Baxter Credit Union           Credit Card                $30,000
400 North Lakeview Parkway
Vernon Hills, IL 60061

James Butera, CPA             Accountancy Services       $16,662
McCahan Helfrick Thiercof &
Butera
Accountancy Corporation
1655 Willow Street,
San Jose, CA 95125

David T. Constant, DDS        Dental Bill                 $8,000

ACI Distribution              Vendor Claim                $6,479

Sun Valley Products, Inc.     Trade Debt                  $5,428

Internal Revenue Service      Form 1040 Income Tax        $4,703
                              Debt for Period 12/31/04

Hoskin & Muir                 Trade Debt                  $2,983

Western States Glass Corp.    Trade Debt                  $2,918

Lee Neidleman                 Tax Preparation Services    $1,230

Home Depot                    Credit Card                 $1,184

C.R. Laurence Co., Inc.       Vendor Debt                 $1,149

Vistawall                     Trade Debt                    $732

William A. Vainer, DDS        Dental Bill                   $594

Winchester Auto Supply        Vendor Claim                  $453

Sommer & Maca Industries,     Trade Debt                    $449
Inc.

United Glass Company          Trade Debt                    $441

Western Window Tinting, Inc.  Trade Debt                    $229

All Frameless MFG             Vendor                         $81


GENTEK INC: Names Andrew P. Hines VP & Chief Financial Officer
--------------------------------------------------------------
GenTek Inc. (NASDAQ: GETI) reported two changes in its Senior
Leadership Team.

Andrew P. Hines has been appointed Vice President and Chief
Financial Officer of GenTek Inc., effective immediately.  Since
June 2000, Mr. Hines, 65, has been a principal of Hines and
Associates, a strategic and financial consulting firm.  During
2004 and 2005, Mr. Hines provided financial consulting services to
GenTek.  From October 2000 to October 2001, Mr. Hines was
Executive Vice President and Chief Financial Officer of Ardent
Communications, Inc., a provider of broadband access and bundled
data services.  From October 1997 to June 2000, Mr. Hines was
Executive Vice President and Chief Financial Officer, and then
Executive Vice President, Strategic Planning and Business
Development of Outboard Marine Corporation, a manufacturer of
recreational boats and marine engines.  Since November 2003, Mr.
Hines has served as a member of the board of directors of Superior
Essex, Inc. (NASDAQ: SPSX), a global manufacture of wire and cable
products where he is chairman of the audit committee.

In welcoming Mr. Hines to GenTek, William E. Redmond, Jr.,
President and Chief Executive Officer of the Company, noted that
"GenTek is fortunate to have Andy join our Senior Leadership Team
given his deep financial background, strategic experience and his
knowledge of our Company."

Matthew M. Walsh, formerly Vice President and Chief Financial
Officer of the Company will be departing the Company later this
year to pursue other business opportunities.  In the interim, Mr.
Walsh, as Vice President Corporate Development, will lead the
Company's efforts on a number of special projects, including
transition matters.  Commenting on Mr. Walsh's departure from the
Company, Mr. Redmond stated: "We thank Matt for his contributions
and sincerely wish him well in all his future endeavors."

The Company also reported the appointment of Maximo M.Vargas as
Vice President and General Manager of GenTek's Noma Wire Harness
business. Vargas, 49, will lead the Company's wire harness
business, as it expands to become a global manufacturer, with
production facilities in Canada, Mexico and India."

Mr. Vargas has been employed by Visteon Corporation since 2000,
where he most recently was Director of the company's Technical
Center in Chihuahua, Mexico.  Prior to joining Visteon
Corporation, Mr. Vargas was employed by Lear Corporation as
Director of Operations based in Juarez, Mexico, where he was
responsible for managing and directing four wire harness plants
with approximately 14,000 employees in Mexico, Argentina and
Honduras.

In welcoming Mr. Vargas to GenTek, Mr. Redmond noted that "the
appointment of Max Vargas as leader of our global wire harness
business clearly demonstrates GenTek's commitment to growth in
this critical segment of the Company."

Michael Murphy, previously Vice President of Noma Wire Harness,
recently informed the company of his intention to resign,
effective November 1, 2005, in order to take to a senior level
position with a new employer.  Mr. Murphy will assist with the
transition of his responsibilities prior to his departure.

Headquartered in Hampton, New Hampshire, GenTek Inc. (NASDAQ:GETI)
-- http://www.gentek-global.com/-- is a technology-driven      
manufacturer of communications products, automotive and industrial
components, and performance chemicals. The Company filed for
Chapter 11 protection on October 11, 2002 (Bankr. D. Del. Case No.
02-12986) and emerged on Nov. 10, 2003 under the terms of a
confirmed plan that eliminated $670 million of debt and delivered
94% of the equity in Reorganized GenTek to the Company's secured
lenders. Old subordinated bondholders took a 4% slice of the
equity pie and prepetition unsecured creditors shared a 2% stake
in the Reorganized Company. Old Equity Interests were wiped out.
Mark S. Chehi, Esq., and D.J. Baker, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring. When the Debtors filed for protection from its
creditors, they listed $1,219,554,000 in assets and $1,456,000,000
in liabilities.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2005,
Moody's Investors Service has assigned the following new ratings
to GenTek Inc., a diversified industrial company.  The rating
outlook is stable.  The ratings and outlook are subject to review
of the final documentation of the financing transaction.

The new ratings assigned are:

   * B2 for the $60 million senior secured revolving credit
     facility, due 2010,

   * B2 for the $235 million senior secured term loan B, due 2011,

   * Caa1 for the $135 million second-lien term loan, due 2012,

   * B2 senior implied rating, and

   * Caa2 issuer rating.


GS AUTO: S&P Assigns Low-B Ratings to Class D Notes
---------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
B, C, and D notes issued by GS Auto Loan Trust 2003-1 and GS Auto
Loan Trust 2004-1 on CreditWatch with positive implications.

The CreditWatch placements reflect the strong collateral
performance of the underlying pools of prime auto loans and low
expected remaining cumulative losses.  As of the October 2005
distribution date, cumulative net losses for both deals remained
below Standard & Poor's initial expectations.

The class B, C, and D notes from both series benefit from a
concurrent pay structure that maintains hard credit support for
the notes at target levels.  In addition, for series 2004-1, the
master servicing fee is subordinated to interest and principal
payments on all classes as long as Goldman Sachs Mortgage Corp.
remains the master servicer.

Over the next two months, Standard & Poor's will conduct a
detailed review of the credit performance and remaining credit
support for each transaction and determine whether any rating
action is warranted.  The ratings for each class could be raised
approximately one to two rating categories.
   
             Ratings Placed On CreditWatch Positive
   
                    GS Auto Loan Trust 2003-1
     
                                Rating
                  Class   To              From
                  -----   --              ----
                  B       A/Watch Pos     A
                  C       BBB/Watch Pos   BBB
                  D       BB/Watch Pos    BB
   
                    GS Auto Loan Trust 2004-1
  
                                Rating
                  Class   To              From
                  -----   --              ----
                  B       A/Watch Pos     A
                  C       BBB/Watch Pos   BBB
                  D       BB-/Watch Pos   BB-


HAPPY KIDS: Has Until December 30 to Make Lease-Related Decisions
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until December 31, 2005, the period within which Happy
Kids, Inc. and its debtor-affiliates can assume, assume and
assign, or reject unexpired non-residential real property leases.

The Debtors are current on their postpetition payment obligations
under the property leases.  The leases are necessary for their
operations and include their headquarters, showroom and warehouse.

The extension will provide them more time to make a determination
whether to reject or to assume each of these leases:

    Address                              Landlord
    -------                              --------
100 West 33rd St., 11th Floor        Manmall LLC
New York, NY 10001                   100 West 33rd Street
                                     New York, NY 10001

                                           -- and --

                                     Manmall LLC
                                     c/o Litman & Jacobs
                                     Attn.: Alfred Litman, Esq.
                                     276 Fifth Ave., Ste. 604
                                     New York, NY 10001

152 Ridge Road                       Hawk Warehouse LLC
Dayton, NJ 08810                     c/o Eliott Horowitz & Co.
                                     675 Third Avenue
                                     New York, NY 10017

909 B South Walton Blvd., Ste. 7     SH&S Partnership LLC
Bentonville, AK 72712                210 N. Walton Blvd., Ste. 30
                                     Bentonville, AK 72712

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


HIRSH INDUSTRIES: Wants Plan-Filing Period Extended to December 5
-----------------------------------------------------------------
Hirsh Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana to extend
until Dec. 5, 2005, the time within which they have the exclusive
right to file a chapter 11 plan.  The Debtors also want their
exclusive right to solicit plan acceptances extended through
Feb. 1, 2006.

The Debtors tell the Court that they have worked diligently over
the past three and one-half months to arrive at a consensual plan
of reorganization or, barring that, a plan that satisfies the 13
confirmation requirements under Section 1129 of the Bankruptcy
Code.

The Debtors disclose that they have been especially attentive to
attempting to reach a settlement with the Creditors' Committee.  
The Debtors say that Oct. 19, 2005, they engaged in a five-hour
settlement conference with their Creditors' Committee in an
attempt to arrive at a consensual plan.  They held a follow-up
meeting the next day too.

The Debtors tell the Court that they had intended to file a plan
within the first 120 days of their chapter 11 cases.  Based on the
progress of negotiations with the Creditors' Committee, the
Debtors say they may hold off on filing a plan until the
conclusion of these discussions, which may not occur until after
the expiration of plan exclusivity on Nov. 3, 2005.  Accordingly,
the Debtors request a short extension of the exclusive periods to
preserve the status quo so that they will have the opportunity to
continue the negotiations before filing a plan and without
prejudice to their rights under Bankruptcy Code Section 1121.

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  Paul V.
Possinger, Esq., at Jenner & Block LLP represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated between $1 million
to $10 million in assets and between $50 million to $100 million
in debts.


HIRSH INDUSTRIES: Wants Stout Risius as Valuation Experts
---------------------------------------------------------
Hirsh Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana for
permission to employ Stout Risius Ross as their valuation experts.

The Debtors tell the Court that in order to file and prosecute a
plan of reorganization, the Debtors' going concern value must be
established so that a plan complying with the Bankruptcy Code can
fairly allocate that value among constituents.

Stout Risius will:

    (a) provide business enterprise valuation of the Debtors;

    (b) provide related consulting in connection with the
        valuation as required; and

    (c) expert witness services in connection with the valuation,
        as required.

The Debtors disclose that the Firm's professionals bill:

      Professionals                  Hourly Rates
      -------------                  ------------
      Managing Director                $275-400
      Director                         $225-275
      Manager                          $175-225
      Senior Analyst                   $140-175
      Analyst                          $100-140
      Para-professional                   $80

To the best of the Debtors' knowledge, the Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  Paul V.
Possinger, Esq., at Jenner & Block LLP represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated between $1 million
to $10 million in assets and between $50 million to $100 million
in debts.


IGENE BIOTECHNOLOGY: Berenson LLP Raises Going Concern Doubt
------------------------------------------------------------
Berenson LLP expressed substantial doubt about Igene
Biotechnology, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the year ended
Dec. 31, 2004.  The auditing firm points to the Company's
recurring losses, production limitations and limited
capitalization.

Igene reported net losses of $1,309,965 and $2,170,893 for the
years ended Dec. 31, 2004 and 2003, respectively.  The Company has
incurred net losses in each year of its existence, aggregating
approximately $44.4 million from inception to Dec. 31, 2004.

At Dec. 31, 2004, the Company had $495,661 of assets and
liabilities totaling $14,940,948.  As of Dec. 31, 2004, Igene had
a negative working capital of $500,572, and cash and cash
equivalents of $204,248.

                     2003 and 2004 Restatements

As reported in the Troubled Company Reporter on Sept. 27, 2005,
Igene needed to complete the restatement of its 2003 and 2004
Financials before it can file its 2004 Annual Report or its
quarterly reports for the quarters ending March 31, 2005, and
June 30, 2005.

The Company was required to amend six prior regulatory filings
because of errors related the accounting treatment of its 50%
participation in a joint venture with Tate & Lyle Fermentation
Products Ltd.  Berenson advised the Company that its investment in
the joint venture should have been recorded with a book value of
zero; not the $12,000,000 initially recorded in the erroneous
financial statements.  This adjustment materially eroded Igene's
asset base.  

                     Tate & Lyle Joint Venture

To develop a dependable source of production, Igene and Tate &
Lyle entered, in March 2003, into a 50:50 joint venture to produce
AstaXin(R) for the aquaculture industry.  The joint venture will
utilize Tate & Lyle's fermentation capability in tandem with the
unique technology developed by Igene.

Tate & Lyle contributed $24.6 million in cash to the joint
venture, while the Company contributed its technology relating to
the production of Astaxanthin and other related assets.

From March 18, 2003 through Dec. 31, 2004, Igene's portion of the
joint venture net loss was $4,887,500.  Because the Company
accounts for its investment in the joint venture under the equity
method of accounting, it would ordinarily recognize it's 50%
equity interest in the loss of the joint venture.  However, losses
in the joint venture are recognized only to the extent of the
investment in and advances to the joint venture.

                    About Igene Biotechnology

Based in Columbia, Maryland, Igene Biotechnology, Inc., --
http://www.igene.com/-- is engaged in developing, marketing, and  
manufacturing specialty ingredients for human and animal
nutrition.  The Company supplies natural astaxanthin, an essential
nutrient in different feed applications and as a source of pigment
for coloring farmed salmon species.  Igene also supplies
nutraceutical ingredients, including astaxanthin.  Igene has
focused on fermentation technology, nutrition and health in its
marketing of products and applications worldwide.


INTERMET CORP: Wants to Retain Ernst & Young as Tax Consultant
--------------------------------------------------------------
Intermet Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan for
permission to retain Ernst & Young LLP as their tax consultant,
nunc pro tunc to Sept. 9, 2005.

The Debtors want Ernst & Young's services to evaluate state and
local tax issues relating to their domestic restructuring that
will help them align their tax strategy with their business
strategy and allow for more effective management of the tax
compliance function.

Ernst & Young will:

   a) evaluate the Debtors' state and local tax issues relating to
      their domestic reorganization; and

   b) assist with the Debtors' 2004 U.S. tax filings.

The firm's professionals current hourly rates:

        Designation                            Hourly Rate
        -----------                            -----------
        Partners, Principals & Directors       $663 - $766
        Senior Managers                        $572 - $663
        Managers                                  $457
        Seniors                                $241 - $398
        Staff                                  $161 - $241
        Intern                                    $161
        Client Service Administrator              $161

Ernst & Young will charge a flat fee for tax compliance services
of $33,500 plus out-of-pocket expenses.

To the best of the Debtors' knowledge, Ernst & Young does not hold
any interest adverse to the Debtors' bankruptcy estates.

Headquartered in Troy, Michigan, Intermet Corporation --  
http://www.intermet.com/-- provides machining and tooling     
services for the automotive and industrial markets specializing
in the design and manufacture of highly engineered, cast
automotive components for the global light truck, passenger car,
light vehicle and heavy-duty vehicle markets.  Intermet, along
with its debtor-affiliates, filed for chapter 11 protection on
Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through
04-67614).  Salvatore A. Barbatano, Esq., at Foley & Lardner LLP
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed $735,821,000 in total assets
and $592,816,000 in total debts.  On Sept. 26, 2005, Judge McIvor
confirmed the Debtors' Amended Plan of Reorganization.


J.P. MORGAN: S&P Raises Low-B Ratings on 3 Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, D, E, F, G, H, and J of J.P. Morgan Chase Commercial
Mortgage Securities Corp.'s commercial mortgage pass-through
certificates from series 2001-CIBC3.  Concurrently, the ratings on
all other classes from this transaction are affirmed.

The raised and affirmed ratings reflect the steady performance and
seasoning of the collateral, as well as credit enhancement levels
that provide adequate support through various stress scenarios.

As of October 2005, the trust collateral consisted of 124
commercial mortgages with an outstanding balance of $818.1
million, down 5.7% since issuance.  To date, there has been one
realized loss totaling $1.4 million -- 0.16% of the initial pool
balance.  There is one delinquent loan in the pool -- 0.67% of the
pool balance.  There are no specially serviced loans.  The master
servicer, Wachovia Bank N.A., reported full-year 2004 net cash
flow debt service coverage ratios for 98.46% of the pool.  Based
on this information and excluding defeasance, Standard & Poor's
calculated a weighted average DSCR for the pool of 1.43x, compared
to 1.42x at issuance.

The current weighted average DSCR for the top 10 exposures, which
constitute 42.4% of the pool, is 1.51x, flat since issuance.  The
DSCRs for six of the top 10 exposures have improved since
issuance.  The top two loans, Franklin Park Mall and Kings Plaza,
have reported improved net cash flows since issuance and both
continue to exhibit credit characteristics consistent with high
investment-grade obligations.  The 10th-largest loan appears on
the watchlist because of occupancy declines.  The most recent
inspection reports provided by Wachovia indicated that the top 10
properties are in "good" or "excellent" condition.

The servicer's watchlist includes 39 loans totaling $148.8
million, or 18.2%.  The 10th-largest loan, Bullfinch Triangle, has
a balance of $16.6 million and poses concerns because of declining
occupancy at the Boston, Massachusetts, office building securing
the loan.  Two loans secured by Winn Dixie stores appear on the
watchlist due to exposure to Hurricane Katrina.  The store in
Metairie is open for business, but the one in Meraux is closed;
flooding from the hurricane destroyed the surrounding St. Bernard
Parish neighborhood.  Most other loans on the watchlist appear
there because of low occupancies, low DSCRs, or upcoming lease
expirations, and were stressed accordingly by Standard & Poor's.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the watchlisted loans and those with
low DSCRs.  The expected losses and resultant credit enhancement
levels adequately support the raised and affirmed ratings.
   
                         Ratings Raised
   
     J.P. Morgan Chase Commercial Mortgage Securities Corp.
         Commercial Mortgage P/T Certs Series 2001-CIBC3

                   Rating
         Class   To       From   Credit enhancement (%)
         -----   --       ----   ----------------------
         B       AAA      AA                    17.85
         C       AA+      A                     13.35
         D       AA       A-                    12.16
         E       A-       BBB                    8.84
         F       BBB+     BBB-                   7.52
         G       BBB-     BB+                    5.40
         H       BB+      BB                     4.60
         J       BB       BB-                    3.80
        
                        Ratings Affirmed

     J.P. Morgan Chase Commercial Mortgage Securities Corp.
         Commercial Mortgage P/T Certs Series 2001-CIBC3
        
             Class   Rating   Credit enhancement (%)
             -----   ------   ----------------------
             A-1     AAA                     22.36
             A-2     AAA                     22.36
             A-3     AAA                     22.36
             K       B+                       2.88
             L       B                        2.35
             M       B-                       1.82
             X-1     AAA                       N/A
             X-2     AAA                       N/A
        
                N/A -- Not Applicable

     
KAISER ALUMINUM: Wants Insurance Claims Estimated at Zero
---------------------------------------------------------
In January 2003, ACE Property and Casualty Company, Century
Indemnity Company, Industrial Underwriters Insurance Company,
Pacific Employers Insurance Company, St. Paul Mercury Insurance
Company and Industrial Indemnity Company filed Claim Nos. 7159 to
7161 and Claim Nos. 7163 to 7175 against 15 Debtors.  ACE
Companies also filed Claim Nos. 7517 to 7524 against six Debtors
in May 2003.

The Insurance Claims assert identical contingent and unliquidated
claims against each of Kaiser Aluminum Corporation and its debtor-
affiliates for any amounts potentially owing under 30 separate
insurance policies issued to Kaiser Aluminum & Chemical
Corporation, including any additional premium payments,
deductibles or other expenses that may become due under the
Policies.

The Policies cover periods from the 1960s to the mid-1980s and
provide coverage for product and premises liability.  The
Policies are the subject of litigation between KACC and the ACE
Companies and other insurers in California relating to coverage
for asbestos, noise-induced hearing loss, and coal tar pitch
volatiles claims.  In particular, KACC commenced two actions in
the Superior Court of California, San Francisco County, relating
to coverage for asbestos claims and for asbestos and other bodily
injury claim arising out of premises formerly owned by KACC.

The ACE Companies assert that they may in the future have some
right to payment against the Debtors in respect of deductibles,
retrospective premium adjustments or other amounts as a result of
KACC's claims for coverage in the Products Coverage Litigation and
the Premises Coverage Litigation.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to estimate the Insurance Claims at $0,
pursuant to Section 502(c)(1) of the Bankruptcy Code, and disallow
the Insurance Claims for voting purposes.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, contends that under any methodology, the
Insurance Claims should be estimated at zero because the ACE
Companies denied any obligation to even provide coverage to the
Debtors under the Policies in the Coverage Litigation.  "The ACE
Companies cannot possibly have any claim against the [Debtors],
whether for deductibles, retrospective premium payments or other
amounts, if the ACE Companies have no obligation to provide
coverage under the Policies."

Furthermore, Ms. Newmarch asserts, if the ACE Companies are
determined to have an obligation to provide coverage, the ACE
Companies have asserted that they are entitled to offset any
amounts they might be determined to owe against any retrospective
premiums, deductibles or other amounts owed in any event.

Moreover, there is no basis for any obligations in respect of
deductibles or retrospective premiums or other rights to payment
in any event, Ms. Newmarch points out.  With respect to product
coverage, there could never be a basis for the ACE Companies to
assert a claim against the Debtors.  The only Policies that
contain any provisions providing for retrospective premiums or
deductibles are the Policies that provide first-layer coverage.

Ms. Newmarch relates that in the Products Coverage Litigation,
KACC resolved the obligations of certain of the First-Layer
Policies by entering into a settlement agreement with the ACE
Companies pursuant to which the ACE Companies made a payment and
released any right to reimbursement or recovery.  The remaining
First-Layer Policies that were not addressed by the settlement
agreement have been deemed exhausted in the Products Coverage
Litigation.  KACC exhausted the Policies through allocation of
claims without any payment by the ACE Companies, Ms. Newmarch
says.

"Accordingly, the ACE Companies have no basis for claiming any
right to reimbursement or offset as to these Policies.  Any other
Policies that provide coverage for product claims lack provisions
for retrospective premium adjustments or deductibles," Ms.
Newmarch tells Judge Fitzgerald.

There is also no basis for the ACE Companies to assert a claim
against the Debtors with respect to the disputed coverage in the
Premises Coverage Litigation, Ms. Newmarch maintains.  The
Debtors have not commenced litigation to establish that any of the
Policies containing retrospective premiums provide coverage to the
Debtors for premises claims.

"While KACC has sought to establish that certain of the Policies
provide coverage for premises claims, these Policies all cover
periods prior to 1978 and do not contain deductibles or
retrospective premiums adjustments," Ms. Newmarch notes.

Based on these facts, it is not surprising that the ACE Companies
have failed to articulate any scenario under which, let alone
provide any proof that, they could ever have a right to payment
against the Debtors, Ms. Newmarch tells the Court.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 81; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KMART CORP: Ct. Rejects Move to Clarify Right to Prosecute Actions
------------------------------------------------------------------
Kmart Corporation asks the U.S. Bankruptcy Court for the Northern
District of Illinois to clarify and implement certain provisions
of its confirmed Plan of Reorganization, as amended.  

Specifically, Kmart wants Judge Sonderby to clarify that it
retains its right under the Plan to prosecute the Debtors' claims
and causes of action post-confirmation and that it is not barred
from doing so.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, explains that pursuing the
Retained Actions post-confirmation can maximize the value of
Kmart's estates.  He notes that, collectively, the Retained
Actions are worth potentially hundreds of millions of dollars, and
any recoveries from them would benefit the vast majority of
Kmart's creditors -- who are now Kmart shareholders by virtue of
the stock they received under the Plan.

Mr. Barrett recounts that since the Plan was confirmed, Kmart has
begun the prosecution of two sets of Retained Actions, one against
i2 Technologies, Inc., and other related defendants in the Texas
state court, and another against Capital One Bank and other
related defendants in the Michigan state court.  It is also likely
that Kmart will commence other similar lawsuits in the coming
months.

Mr. Barrett informs the Court that the Defendants in both the i2
Technologies and Capital One Litigations are seeking dismissal of
Kmart's Action, arguing that Kmart is barred from prosecuting its
claims because it did not:

   (a) specifically list the defendants by name and claim, or the
       causes of action, in its Plan or in its bankruptcy
       schedules; and

   (b) prosecute the affirmative claims as part of the claims
       reconciliation process or as part of the contract
       assumption/rejection process.

The Defendants asserted that they obtained a discharge when the
Court confirmed Kmart's Plan, entitling them to a "free pass" from
litigation.

"It is not the law," Mr. Barrett argues.  In their Dismissal
Requests, the Defendants either failed to inform the Presiding
Courts that the Bankruptcy Court has already ruled that Kmart
retained the right under its Plan to prosecute the Retained
Actions, thus rejecting the suggestion that Kmart was required to
list every claim by target defendant name in the Plan or in the
Schedules.

Kmart seeks clarification that it is entitled to prosecute the
Retained Actions post-confirmation to avoid the prospect of having
to litigate similar issues in virtually every Retained Action it
prosecutes.

Mr. Barrett notes that the Court has retained jurisdiction to
interpret and clarify the Plan.  The Court, which presided over
Kmart's bankruptcy proceedings, is in the best position to
determine whether Kmart is barred from prosecuting the Retained
Actions preserved by the Plan.

For reasons stated in open court, Judge Sonderby dismisses Kmart's
request for lack of subject matter jurisdiction.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 103; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: SunTrust Wants Rights Determined Under Lease Claims
---------------------------------------------------------------
Pia N. Thompson, Esq., at Sonnenschein Nath & Rosenthal LLP, in
Chicago, Illinois, relates that Kmart Corporation leased the
premises located in Grandview, Missouri, from Grandview
Properties Limited Partnership pursuant to a written lease dated
December 1, 1982.  The premises were designated as Kmart Store No.
7585.

According to Ms. Thompson, Grandview was obligated to SunTrust
Bank -- as trustee under an indenture for bond financing which was
secured, inter alia, by a Deed of Trust on the real property where
the Kmart Store was situated, the rents, issues, leases, and
profits of the real property, the Lease, and Kmart's guaranty.  
Pursuant to the documents that evidenced and governed the bond
financing, Grandview had assigned the Lease to SunTrust.

On its bankruptcy petition date, Kmart was obligated to Grandview
for certain amounts due under the Lease.  On April 30, 2003, Kmart
rejected the Lease under Section 365(a) of the Bankruptcy Code.  
As a consequence, Kmart was further obligated to Grandview for the
resulting damages subject to the statutory cap provided in
Section 502(d)(6).

Grandview filed Claim Nos. 48879 and 53779 with respect to the
Lease.  Claim No. 48879 amends and supersedes a previously filed
claim filed on July 31, 2002.

SunTrust Bank also filed separate claims.  Claim No. 36528
predicated on Kmart's guaranty and Claim No. 52976 is an
administrative expense claim.

On September 30, 2004, SunTrust Bank conducted a foreclosure sale
because of Grandview's breach of its obligations to SunTrust.  At
the foreclosure sale, SunTrust sold the Missouri Property and all
other personal property that had been pledged by Grandview.

Moreover, at the foreclosure sale, SunTrust Bank was the
successful bidder on all of the property sold, including all
rights, title, and interest in and to any and all claims for rent
arising out of or from the Lease, including those rights that may
not have been transferred by Grandview to SunTrust as a result of
the assignment of rents and leases.  Therefore, SunTrust owns the
claims that were filed arising from the Lease.

Ms. Thompson contends that Grandview has no right to any
distribution under the Lease Claims because it has assigned its
right and interest to the Lease and the rents, profits, and
benefits to SunTrust Bank.  As a result of the assignment,
SunTrust Bank "steps into the shoes" of Grandview and is the
proper party to maintain the Lease Claims as stated in Grandview's
Proof of Claim.

Thus, at SunTrust's request, Judge Sonderby of the U.S. Bankruptcy
Court for the Illinois District of Indiana finds that it is the
rightful holder of the Lease Claims.

Judge Sonderby directs Kmart to pay all dividends on or other
distributions made on account of Grandview's Claims to SunTrust,
subject to any subsequent transfer and its compliance by a
transferee with Rule 3001(e)(2) of the Federal Rules of
Bankruptcy Procedure.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 103; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KRISPY KREME: KremeKo CCAA Extended to Nov. 15 & DIP Loan Amended
-----------------------------------------------------------------
The Ontario Superior Court of Justice extended KremeKo, Inc.'s
protection under the Companies' Creditors Arrangement Act through
Nov. 15, 2005.  The extension will permit KremeKo and Krispy Kreme
Doughnut Corporation to conclude a restructuring plan whereby a
subsidiary of KKDC would acquire substantially all of KremeKo's
assets.  

The CCAA stay expired on May 13, 2005, and was subsequently
extended until Oct. 21, 2005, to allow the Company an opportunity
to restructure without disruption.  

              Krispy Kreme Becomes Largest Creditor

On Aug. 5, the Court partially lifted KremeKo's stay of
proceedings to allow GE Canada to take possession of the
collateral pledged by the Company with respect to the Hillcrest
store.  The remaining security held by GE Canada related to
the Heartland store, which KremeKo continues to operate.  On
Sept. 28, 2005, KKDC acquired the remaining indebtedness owed by
KremeKo to GE Canada.

As a result, Krispy Kreme became KremeKo's largest creditor
following its purchase of KremeKo's indebtedness owed to the Bank
of Nova Scotia on Aug. 30, and GE Canada Equipment Financing G.P.,
on Sept. 28.  KremeKo now owes Krispy Kreme $26 million claim of
which $17 million is secured.

Although its efforts to sell all or part of its assets to a third
party were unsuccessful, KremeKo and Krispy Kreme continued
negotiations with the secured lenders in order to formulate an
alternative to the sale of the business.

                       Restructuring Plan

Under the Restructuring Plan, Robert Pajor, KremeKo's Chief
Restructuring Officer, proposes that a new wholly owned Canadian
subsidiary of Krispy Kreme, Newco, acquire KremeKo's assets.  As
part of the capitalization of Newco, Krispy Kreme will transfer
the secured lenders' indebtedness and related security that was
acquired through the BNS and GE Canada transactions as well as the
DIP financing facility to Newco.  Newco will then purchase
substantially all of KremeKo's assets as well as KremeKo's
interest in certain contracts in order to continue the Krispy
Kreme business in Canada.

                          Asset Sale

KremeKo and Krispy Kreme have agreed upon the major business terms
of the planned sale of assets to Krispy Kreme or its assignee,
Newco.  KremeKo and Krispy Kreme are working towards finalizing
and executing the Sale Agreement.

Major terms and conditions reflected in the draft Sale Agreement
are:

  (a) The purchase price will be satisfied by the cancellation
      of the Secured Lenders' indebtedness, the cancellation of
      the indebtedness under the DIP financing facility, and the
      assumption of certain other liabilities of KremeKo.  
      The Secured Lenders' indebtedness totals approximately
      $17 million;
    
  (b) KremeKo's postpetition accounts payable will be assumed;
    
  (c) Krispy Kreme's $9 million unsecured debt will remain
      KremeKo's liability;
    
  (d) Employees will be offered similar employment terms as that
      of KremeKo.  The Sale Agreement permits up to four employees
      not to be offered employment;
    
  (e) Excluded assets include an amount of cash to be determined
      as necessary to complete the administration of the CCAA
      proceedings;
    
  (f) The closing date will be the later of Nov. 1, 2005, and the
      third business day following the satisfaction or waiver of
      the conditions precedent, which include:
    
        (i) the Court's approval and vesting order;
      
       (ii) landlord consent to the assignment of store leases
            being obtained; and
    
      (iii) Krispy Kreme's lender consenting to the proposed
            transaction.
    
                            DIP Loan

On Oct. 11, 2005, KremeKo further amended a term sheet with Krispy
Kreme extending the DIP loan maturity date to Nov. 30, 2005.  The
amendment allows the Company to borrow a maximum of
CDN$1.5 million in three tranches of CDN$500,000 each.  
The availability of the tranches under the Amended Term Sheet is
as follows:

   Tranche 1 - Available and committed from the beginning of the
               CCAA proceedings until Aug. 5, 2005, or any later
               date as may be agreed to from time to time between
               Krispy Kreme and KremeKo;

   Tranche 2 - Available and committed from the Tranche 1
               Termination Date to the Maturity Date; and

   Tranche 3 - Available on the same basis as Tranche 2, although
               not as a committed facility but rather at Krispy
               Kreme's sole option.

KremeKo projects negative cash flows for the six-week period
ending Nov. 20, 2005:

                        Kremeko, Inc.
                Revised Cash Flow Forecast
       For the Six-Week Period Ending Nov. 20, 2005

           Receipts                    $2,278,000
           Disbursements                2,465,000
                                       ----------
           Net Cash Flow                ($187,000)
           Opening Cash Balance           296,000
                                       ----------
           Closing Cash Balance         ($209,000)

The Revised Cash Flow Forecast indicates that KremeKo expects to
have negative cash flow of approximately $187,000 through
Nov. 20, 2005, and, consequently, will require additional DIP
funds.  Krispy Kreme confirmed that it will advance $300,000 from
the third tranche through Nov. 30, 2005.  

Advances under the DIP facility are repayable on the date which is
the earliest of:

    * Nov. 30, 2005;

    * the completion of the sale of all or substantially all of
      KremeKo's assets;

    * the occurrence of an event of default; and

    * other date as Krispy Kreme may agree to.

As of Oct. 13, 2005, KremeKo has drawn $850,000 in DIP advances --
$500,000 from the first tranche and $350,000 from the second
tranche.

KremeKo, Inc., a Krispy Kreme Doughnuts, Inc. franchisee,
filed an application with the Ontario Superior Court of Justice
to restructure under the Companies' Creditors Arrangement Act, on
Apr. 15, 2005.  Pursuant to the Court's Initial Order, Ernst &
Young Inc. was appointed as Monitor in KremeKo's CCAA proceedings.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme 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.  Krispy Kreme can be found on the World Wide
Web at http://www.krispykreme.com/


LAKEVIEW VILLAGE: S&P Affirms BB+ Rating on $38.165M Revenue Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
positive from stable on Lakeview Village Inc., a continuing care
retirement community, based on Lakeview's improved financial
operations and occupancy, and its strengthened balance sheet.  
Additionally, Standard & Poor's affirmed its 'BB+' rating on
Lenexa, Kansas' outstanding $38.165 million series 1997B, 2002A,
and 2002C health care facilities revenue bonds, issued for
Lakeview.

Standard & Poor's analysis reflects Lakeview as a whole; however,
Lakeview's two HUD senior apartment projects and the foundation
are not part of the obligated group.

"Lakeview has shown an improvement in sales for its Southridge
units, and has strengthened balance sheet to levels consistent
with an investment grade credit," Standard & Poor's credit analyst
Suzie Desai said.  "However, any future positive rating action
will be reliant upon Lakeview showing a couple of more years of
audited financial performance consistent with interim fiscal
2005, maintaining solid liquidity levels, and having project
construction and fill-up that do not negatively impact the
credit."

Offsetting factors include greater-than-routine capital
expenditures for a campus enhancement project that will cost $15
million over the next four years and will be funded out of
internal cash and entrance fees, as well as Lakeview's very high
debt burden of 22%.  Additionally, Lakeview is located in
competitive area, though occupancy has remained stable.

Lakeview Village, a Type A continuing care retirement community,
operates a 120-bed nursing facility, 347 independent living
apartments, and 273 independent living cottages.  In addition,
parent corporation Lakeview has a foundation and manages two
related senior apartment projects under a HUD subsidy program,
with a total of 107 units.  Lakeview Village's service area
consists of Lenexa and other neighboring communities in Johnson
County, Kansas.


LEVITZ HOME: U.S. Trustee Appoints 7-Member Creditors Committee
---------------------------------------------------------------          
Pursuant to Section 1102 of the Bankruptcy Code, Deirdre A.
Martini, the United States Trustee for Region 2, appoints seven
creditors to the Official Committee of Unsecured Creditors in the
Levitz Home Furnishings, Inc., and its debtor-affiliates' Chapter
11 cases.

The Creditors Committee consists of:  

     (1) U.S. Bank National Association
         2300 W. Sahara, Suite 200
         Las Vegas, NV 89102
         Attn: Sandra Spivey, Vice President
         Tel: (702) 386-7053

     (2) Decoro U.S.A.
         1403 Eastchester Drive, Suite 104
         High Point, NC 27265
         Attn: Laurence A. Crink, Executive Vice President
         
     (3) Lise Style Furniture Co.
         Box 146, 102 Mabry Street
         Okolona, MS 38860
         Attn: William C. Stewart, Jr., Chief Finance Officer
         Tel: (662) 447-3878

     (4) Klaussner Furniture Ind., Inc.
         P.O. Drawer 220
         Ahseboro, NC 27205
         Attn: Kim W. Cockerham, Director of Credit Services
         Tel: (336) 625-6175, ext. 8110

     (5) Serta International
         5401 Trillium Boulevard
         Hoffman Estates, IL 60192-3411
         Attn: Kevin M. Bayer, Director of Accounting Services
         Tel: (847) 747-0862

     (6) Palliser Furniture Ltd.
         55 Furniture Park
         Winnipeg, Manitoba R2G 1B9
         Attn: J. Reginals Kliewer, Sr. Vice President, Finance
         Tel: (204) 988-5600

     (7) Louise Partners, LP
         919 Conestoga Road, Suite 106, Building 2
         Rosemont, PA 19010
         Attn: Richard E. Caruso, President
         Tel: (610) 520-2010

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


LEVITZ HOME: Has Until December 26 to File Schedules & Statements
-----------------------------------------------------------------          
A debtor is required under Rule 1007(c) of the Federal Rules of
Bankruptcy Procedure to file its schedules of assets and
liabilities, schedule of executory contracts and unexpired
leases, and statement of financial affairs within 15 days after
the Petition Date.  Rule 1007(c), however, provides a bankruptcy
court with the ability to extend the debtor's time to file its
schedules and statements "for cause."

Richard H. Engman, Esq., at Jones Day, in New York, relates that
completing the Schedules and Statements for each of Levitz Home
Furnishings, Inc., and its debtor-affiliates require the
collection, review, and assembly of a substantial amount of
information.  Given the size and complexity of the Debtors'
business and financial affairs, and the critical matters that the
Debtors' management and professionals were required to address
before the Petition Date, the Debtors were not in a position to
complete the Schedules and Statements as of the Petition Date.

Recognizing the importance of assembling the information, the
Debtors intend to complete the Schedules and Statements as
quickly as possible under the circumstances.

The Debtors believe that rushing to complete the Schedules and
Statements soon after the Petition Date instead will likely
compromise the completeness and accuracy of the Schedules and
Statements produced within a short time frame.

At the Debtors' request, the Honorable Burton R. Lifland of the
Southern District of New York Bankruptcy Court extends their
deadline to file the Schedules and Statements to Dec. 26, 2005.

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


LEVITZ HOME: Wants to Continue With Ordinary Course Professionals
-----------------------------------------------------------------          
Levitz Home Furnishings, Inc., and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Southern District of New York
permission to continue to employ professionals in the ordinary
course of business without the submission of separate retention
applications and the issuance of separate retention orders for
each individual professional.

The Debtors need the Ordinary Course Professionals to render a
wide variety of services to their estates, including:

   (a) legal services with regard to specialized areas of the
       law;

   (b) financial advisory services;

   (c) accounting services;

   (d) tax services;

   (e) real estate appraisals;

   (f) brokerage services; and

   (g) leasing agents.

Richard H. Engman, Esq., at Jones Day, in New York, relates that
the employment of the Ordinary Course Professionals -- many of
whom are already familiar with the Debtors' business and affairs
-- must be continued to avoid disruption of the Debtors' normal
business operations.

The Debtors also seek permission to pay each Ordinary Course
Professional, without prior application to the Court, 100% of the
fees and disbursements incurred, upon the submission to, and
approval by, the Debtors of an appropriate invoice stating in
reasonable detail the nature of the services rendered and
disbursements actually incurred after the Petition Date, up to
the lesser of:

   (a) $30,000 per month per Ordinary Course Professional; or

   (b) $360,000, in the aggregate, per Ordinary Course
       Professional until the Chapter 11 cases end.

Within 30 days after the later of the entry of a final order
granting the Motion or the date on which the Ordinary Course
Professional commences services for the Debtors, each Ordinary
Course Professional will serve upon the Debtors' attorneys by
first class mail:

   (a) an affidavit certifying that the professional does not
       represent or hold any interest adverse to the Debtors or
       their estates with respect to the matter on which the
       professional is to be employed; and

   (b) a completed retention questionnaire.

The Debtors' attorneys will then file the Affidavit and Retention
Questionnaire with the Court and serve them upon the U.S.
Trustee.  The U.S. Trustee will then have 15 days following
service to notify the Debtors in writing of any objection to the
retention stemming from the contents of the Ordinary Course
Professional Affidavit or Retention Questionnaire.

If after 15 days no objection is filed, then the retention of the
Professional will be deemed approved and the Ordinary Course
Professional may be paid 100% of fees and 100% of expenses
without the need to file fee applications.

The Debtors propose that no Ordinary Course Professional be paid
any amounts for invoiced fees and expense reimbursement until the
Affidavit and Retention Questionnaire have been filed with the
Court.

A non-exclusive schedule of the Debtors' Ordinary Course
Professionals is available at no charge at:

      http://bankrupt.com/misc/16_14prof_list.pdf

The Debtors may supplement the list of Ordinary Course
Professionals from time to time as necessary.  

Although certain of the Ordinary Course professionals may hold
unsecured claims against them for prepetition services rendered,
the Debtors do not believe that any of the Professionals have an
interest adverse to the Debtors, their creditors, or other
parties-in-interest on the matters for which they would be
employed.  Thus all of the Ordinary Course Professionals meet the
special counsel retention requirement under Section 327(e) of the
Bankruptcy Code.

Mr. Engman notes that the proposed procedures for employing and
paying the Ordinary Course Professionals will save the Debtors'
estates the burden and costs associated with the applying
separately for the retention of each professional.  It will also
relieve the Court, the U.S. Trustee, and the Official Committee
of Unsecured Creditors if the burden of reviewing numerous fee
applications involving relatively small amounts of fees and
expenses.

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


LEXINGTON CAPITAL: Fitch Rates $5 Million Class E Notes at BB+
--------------------------------------------------------------
Fitch Ratings assigns these ratings to Lexington Capital Funding,
Ltd. and Lexington Capital Funding, Inc.:
     
     -- $135,000,000 class A-1AV first priority senior secured
        voting floating-rate notes due May 6, 2042 'AAA';

     -- $199,750,000 class A-1ANV first priority senior secured
        non-voting floating-rate notes due May 6, 2042 'AAA';

     -- $250,000 class A-1B first priority senior secured
        floating-rate notes due May 6, 2042 'AAA';

     -- $72,000,000 class A-2 second priority senior secured
        floating-rate notes due May 6, 2042 'AAA';

     -- $44,000,000 class B third priority senior secured
        floating-rate notes due May 6, 2042 'AA';

     -- $10,000,000 class C fourth priority senior deferrable
        secured floating-rate notes due May 6, 2042 'A';

     -- $19,000,000 class D fifth priority senior deferrable
        secured floating-rate notes due May 6, 2042 'BBB';

     -- $5,000,000 class E sixth priority mezzanine deferrable
        secured floating-rate notes due May 6, 2042 'BB+';

Lexington Capital is an arbitrage cash flow collateralized debt
obligation managed by Maxim Advisory, LLC.  Maxim is an indirect
wholly owned subsidiary of Maxim Partners, also the owner of Maxim
Group, a broker dealer with equity, fixed-income and options
trading desks.  To date, Maxim has closed three CDOs: Jupiter
High-Grade CDO I, a $750 million cash flow CDO, Jupiter High-Grade
CDO II, a $1 billion cash flow CDO, and Jupiter High Grade CDO
III, a $2 billion cash flow CDO.  Lexington Capital Funding is
Maxim's first mezzanine grade cash flow CDO.

The ratings of the class A-1, class A-2 and class B notes address
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the aggregate outstanding amount of principal by the stated
maturity date.  The ratings of the class C, class D and class E
notes address the likelihood that investors will receive ultimate
interest payments, as per the governing documents, as well as the
aggregate outstanding amount of principal by the stated maturity
date.

The ratings are based upon the credit quality of the underlying
assets, 80% of which will be purchased by the transaction's close,
in addition to credit enhancement provided by support from
subordination, excess spread, and protections incorporated in the
structure.

Proceeds from the issuance will be invested primarily in a
portfolio of residential mortgage-backed securities, commercial
mortgage-backed securities, asset-backed securities, and
collateralized debt obligations.  The collateral supporting the
capital structure will have a maximum Fitch weighted average
rating factor of 6.05.

Lexington Capital Funding CDO will have a three-year substitution
period, during which Maxim may trade the collateral portfolio,
subject to certain limitations.  Principal payments will be used
to pay down notes immediately.  Sale proceeds may be used to
purchase substitute collateral or pay down notes.  Lexington
Capital has entered into an interest rate swap to hedge the risk
arising from a mismatch between floating-rate liabilities and
assets.

Lexington Capital Funding, Inc. is a special purpose company,
incorporated under the laws of the State of Delaware.  Lexington
Capital Funding, Ltd. is a Cayman Islands limited-liability
company.


MCI INC: Will Release 3rd Quarter 2005 Results on November 3
------------------------------------------------------------
MCI, Inc. (NASDAQ: MCIP), will announce its third quarter 2005
financial results before market open on Thursday, Nov. 3, 2005.  
The Company will host a conference call that day at 8:30 a.m. EST
to discuss its results.  A live webcast of the conference call
will be available at http://www.mci.com/investor/

An archive of the presentation will be available for replay for 30
days.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 104; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.  The action
affects approximately $6 billion of MCI debt.


NEXTEL PARTNERS: Sprint Buy-Out Plans Cue S&P to Review Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and all other ratings on wireless carrier Nextel
Partners Inc. on CreditWatch with positive implications.

"The action follows the vote by the company's class A shareholders
to exercise the put right requiring Sprint Nextel Corp. to
purchase the roughly 68% of Partners not already owned by Sprint
Nextel's subsidiary Nextel Communications Inc.," said Standard &
Poor's credit analyst Eric Geil.

The value of the put will be determined through a fair market
value appraisal process involving appraisers appointed by Sprint
Nextel, Partners, and a third party.  The process could consume
several months and a transaction is unlikely to close until at
least mid-2006.  Partners' share price suggests a deal value of
about $6.7 billion, assuming conversion of $300 million in
convertible notes and including about $945 billion in Partners'
net debt.  However, this may not be indicative of value to be
determined by the appraisal process.

Absent guarantees from Sprint Nextel, S&P expects to raise the
corporate credit rating on Partners to at least 'BBB-', based on
our assessment of Partners' strategic importance to Nextel's
nationwide Integrated Digital Enhanced Network.  S&P's final
determination of the ratings on Partners will consider Sprint
Nextel's integration plans for the company and any further support
of Partners' debt.  S&P might impute from Sprint Nextel.

Partners serve more than 1.9 million customers in regions
representing about 22% of Nextel's Communications' total
population equivalents.  The company continues to generate
industry-leading customer and revenue growth nearly double that of
Nextel Communications.  In the 12 months, which ended Sept. 30,
2005, Partners' subscribers increased a strong 27%, fueling 32%
year over year service revenue growth in the third quarter.


NORDIC BIOFUELS: Moody's Affirms Sr. Sec. Term Loan's B2 Rating
---------------------------------------------------------------
Moody's Investors Service affirmed its B2 rating for the senior
secured term loan to be issued by Nordic Biofuels of Ravenna,
L.L.C., a special purpose company doing business as Abengoa
Bioenergy of Ravenna following a change in its proposed capital
structure.

The B2 rating affirmation incorporates proposed changes in the
capital structure of ABR whereby the senior secured term loan will
be reduced to approximately $90 million from $120 million and ABR
will issue approximately $32 million of subordinated notes to its
parent, Abengoa Bioenergy Corporation (unrated) or an affiliate.
Moody's believes the proposed structural changes positions ABR
more strongly within the B2 rating category and notes that there
has been improvement in the prospects for recovery for the senior
lenders in a default scenario.  Moody's also notes that the
interest payment obligation associated with the subordinated notes
is expected to be substantial, increasing total overall interest
burden and reducing the amount of cash available to be swept to
repay the senior notes.

Proceeds of the term loan will be used to partially finance the
construction of an 88 million gallon per year ethanol facility in
Ravenna, Nebraska.  The rating outlook remains stable.

Nordic Biofuels of Ravenna, L.L.C, is a limited liability company,
doing business as Abengoa Bioenergy of Ravenna, formed to develop,
own and operate an 88 MGPY ethanol facility in Ravenna, Nebraska.

Headquartered in St. Louis, Missouri, ABR is 100% owned by Abengoa
Bioenergy Corporation, an indirect subsidiary of Abengoa S.A., a
Spanish industrial and technology company with consolidated 2004
revenues of 1.7 billion euros.


NORDIC BIOFUELS: S&P Assigns B Rating to $90MM Senior Secured Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and
'4' recovery rating to Nordic Biofuels of Ravenna LLC's
$90 million senior secured credit facility due 2013.  The
outlook is stable.

Nordic is a unit of Abengoa BioEnergy Corp., an energy holding
company based in Seville, Spain.  Nordic will construct and
operate an 88 million gallons per year dry-mill ethanol plant in
Ravenna, Nebraska.

The 'B' rating and '4' recovery rating indicate the expectation of
marginal recovery of principal in the event of payment default.

"We expect the project to support the required debt service under
a variety of commodity price scenarios," said Standard & Poor's
credit analyst Jeffrey Wolinsky.

"Over the next few years, the rating could be negatively pressured
if a substantial overbuild of ethanol facilities occurs in the
U.S. and the ethanol/corn price spreads drop substantially below
1996 levels," said Mr. Wolinsky.

In the longer term, the project could be at risk for the renewal
of the federal excise tax subsidy in 2010.


NORTHWEST AIRLINES: Court Okays Cadwalader as Chapter 11 Counsel
----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
Southern District of New York to employ Cadwalader,  
Wickersham & Taft LLP as their general bankruptcy counsel.

Barry Simon, executive vice president and general counsel for  
Northwest Airlines Corporation, told the Court that Cadwalader  
has extensive experience and knowledge in the field of debtors'  
and creditors' rights and business reorganizations under Chapter  
11 of the Bankruptcy Code, including airline bankruptcies.   
Accordingly, Cadwalader is both well qualified and uniquely able  
to represent the Debtors in the Chapter 11 cases in an efficient  
and timely manner.

The firm is an international law firm with its principal offices  
at One World Financial Center, New York, regional offices in  
Washington, D.C. and Charlotte, North Carolina, and international  
offices in London, United Kingdom and Beijing, China.

As counsel, Cadwalader will:

   (a) advise the Debtors with respect to their powers and duties  
       as debtors-in-possession in the continued management and  
       operation of their business and properties;

   (b) attend meetings and negotiate with representatives of  
       creditors and other parties-in-interest;

   (c) take all necessary action to protect and preserve the  
       Debtors' estates, including:  

       * the prosecution of actions on the Debtors' behalf;
  
       * the defense of any action commenced against the Debtors;
  
       * negotiations concerning all litigation in which the  
         Debtors are involved; and  

       * objections to claims filed against the estates;

   (d) on behalf of the Debtors, prepare all motions, answers,  
       orders, reports, and papers necessary to the  
       administration of the estates;

   (e) negotiate and prepare, on the Debtors' behalf, a plan of
       reorganization, disclosure statement, and all related  
       agreements and documents, and take any necessary action on  
       behalf of the Debtors to obtain confirmation of the plan;

   (f) represent the Debtors in connection with obtaining  
       postpetition loans;

   (g) advise the Debtors in connection with any potential sale  
       of assets;

   (h) appear before the Court, any appellate courts, and the  
       United States Trustee, and protect the interests of the  
       Debtors' estates before the Courts and the United States  
       Trustee;

   (i) consult with the Debtors regarding tax matters; and

   (j) perform all other necessary legal services and provide all  
       other necessary legal advice to the Debtors in connection  
       with the Debtors' Chapter 11 cases.

The Debtors will compensate Cadwalader for its services on  
an hourly basis.  They will also reimburse the firm for actual,  
necessary expenses and other charges incurred.

Cadwalader's current hourly rates are:  

                 Professional             Rate
                 ------------             ----
                 Partners             $590 to $800
                 Attorneys            $245 to $645
                 Legal assistants     $140 to $220

Bruce R. Zirinsky, a member of Cadwalader, assured the Court that  
the firm has not represented any known creditors of the estates,  
equity security holders, or any other parties-in-interest, or  
their attorneys and accountants, the United States Trustee or any  
person employed in the office of the United States Trustee, in  
any matter relating to the Debtors or their estates.

Cadwalader is a "disinterested person" as that phrase is defined  
in Section 101(14) of the Bankruptcy Code, as modified by Section  
1107(b), in that its members, of counsel, and associates:

   (a) are not creditors, equity security holders, or insiders of  
       the Debtors;

   (b) are not and were not investment bankers for any  
       outstanding security of the Debtors;

   (c) have not been, within three years before the Petition  
       Date:  

       * investment bankers for a security of the Debtors; or  

       * an attorney for an investment banker in connection with  
         the offer, sale or issuance of a security of the  
         Debtors;

   (d) are not and were not, within two years before the Petition  
       Date, a director, officer, or employee of the Debtors or  
       an investment banker; and

   (e) have not represented any party in connection with matters  
       relating to the Debtors, although it has certain  
       relationships with other parties-in-interest and other  
       professionals in connection with unrelated matters.

Mr. Zirinsky, however, disclosed that Cadwalader has received  
$5,600,000 for its prepetition services since September 14, 2004,  
which has been applied against prepetition services.  As of the  
Petition Date, Cadwalader held a $1 million retainer for its  
services and expenses to be rendered or incurred for or on behalf  
of the Debtors.  The advance payment retainer will be applied  
against postpetition bills and will not be placed in a segregated  
account.

Mr. Zirinsky also informed the Court that:

   (a) various Cadwalader attorneys are or may be participants in  
       WorldPerks, the Debtors' frequent flyer program; and

   (b) a number of the firm's attorneys hold or may hold unused
       airplane tickets issued by the Debtors.  Refunds may be
       due to them.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the     
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Court Approves Groom Law as Benefits Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
Approved, on an interim basis, the retention of The Groom Law
Group, Chartered, as Northwest Airlines Corp. and its debtor-
affiliates' benefits counsel.

Barry Simon, executive vice president and general counsel for
Northwest Airlines Corporation, told the Court that the Debtors
have used The Groom Law Group, for more than 10 years to handle
employee benefits matters, particularly matters concerning the
Employee Retirement Income Security Act of 1974, as amended, 29
U.S.C. Sections 1001 et seq., and the Pension Benefit Guaranty
Corporation.  

In representing the Debtors prepetition on benefits issues, Groom
has become familiar with the Debtors' business and affairs and is
aware of any potential benefits issues that may arise in these
cases.  Thus, Groom is both well qualified and able to represent
the Debtors in their Chapter 11 cases in an efficient and timely
manner, Mr. Simon said.

Groom will:

   (a) provide legal advice concerning the Debtors' employee
       benefit plans, including, but not limited to, the
       application of the ERISA and relevant provisions of the
       Internal Revenue Code;

   (b) represent the Debtors in connection with any information
       inquiries, investigations, or proceedings brought by the
       PBGC, the Department of Labor, or the Internal Revenue
       Service -- the three federal agencies with regulatory
       authority over the Debtors' employee benefit plans;

   (c) attend meetings and negotiate with representatives of the
       employees in administering the employee benefits plans;
       and

   (d) appear on behalf of the Debtors before the Court, any
       appellate court, and the United States Trustee in
       connection with matters relating to the Debtors' employee
       benefits plan.

Gary M. Ford, principal at Groom, assured Judge Gropper that his
Firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).  
Groom its partners, counsel and associates:

   (a) are not creditors, equity security holders or insiders of
       the Debtors;

   (b) are not and were not investment bankers for any
       outstanding security of the Debtors;

   (c) have not been, within three years before the Petition
       Date:

       * investment bankers for a security of the Debtors; or
    
       * an attorney for an investment banker in connection with
         the offer, sale, or issuance of a security of the
         Debtors;

   (d) are not and were not within two years before the Petition
       Date, a director, officer, or employee of the Debtors or
       of any investment banker; and

   (e) do not have an interest materially adverse to the
       interests of the Debtors' estates or any class of
       creditors or equity security holders, by reason of any
       direct or indirect relationship to, in connection with or
       interest in, the Debtors or an investment banker.

The Debtors will compensate Groom in accordance with its
customary hourly rates:

           Professional                      Rate
           ------------                      ----
           Partners                      $455 to $695
           Associates                    $330 to $455
           Paralegals                    $130 to $170

The principal attorneys and paralegals designated to represent
the Debtors and their current standard hourly rates are:

           Professional                      Rate
           ------------                      ----
           Gary M. Ford                      $695
           Lonie A. Hassel                   $535
           Thomas S. Gigot                   $535
           Elena C. Barone                   $420
           Sarah A. Huck                     $380

Groom will also be reimbursed for its out-of-pocket expenses.

Mr. Ford disclosed that prior to the Petition Date, Groom was
paid a retainer on behalf of all the Debtors.  The retainer was
paid for services to be rendered and expenses to be incurred in
connection with the Debtors' prepetition and postpetition cases.  
After crediting against the retainer all fees and expenses
incurred prepetition, a $60,000 balance remains as a general
retainer for postpetition services.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the   
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Court Grants Interim Okay to Huron Retention
----------------------------------------------------------------
U.S. Bankruptcy Court for the Southern District of New York
grant interim approval to Northwest Airlines Corp. and its debtor-
affiliates' application to employ Huron Consulting Group, subject
to modifications in the Engagement Agreement.

To the extent accrued during the interim employment, the firm may  
only receive payment for monthly compensation and reimbursement  
of expenses as specified in the Engagement Agreement.

The United States Trustee retains all rights to object to Huron's  
interim and final fee applications on all grounds, including but  
not limited to the reasonableness standard provided for in  
Section 330 of the Bankruptcy Code.

Since July 2005, Huron has worked with the Debtors' personnel
and supported the Debtors' legal and other advisors.  Pursuant to
the parties' engagement letter, Huron will continue to:  

   (a) assist the Debtors in the implementation of "Play Books"   
       that would facilitate the process of the restructuring;  

   (b) assist management, as requested, in addressing information
       requests from various parties related to the   
       restructuring;  

   (c) assist management, as requested, with financial
       reporting matters in preparation for and resulting from
       a restructuring;  

   (d) review financial and other information as necessary to   
       assist with the matters noted above; and  

   (e) provide additional services as may be requested from time  
       to time by the Debtors and agreed to by Huron including,   
       among other things, assistance with valuation issues,   
       claims management and reconciliation, analyses required   
       for reporting to the Court and other parties including
       any official committees appointed by the U.S. Trustee.  

The professionals at Huron will be paid at these hourly rates:  

           Professional           Rate   
           ------------           ----  
           Managing Directors     $600  
           Directors              $460  
           Managers               $360  
           Associates             $270  
           Analysts               $195  

The Debtors agree to reimburse Huron for reasonable out-of-
pocket expenses in conjunction with its monthly professional
fee statements.

Northwest Airlines Corporation -- http://www.nwa.com/-- is    
the world's fourth largest airline with hubs at Detroit,  
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and  
approximately 1,400 daily departures.  Northwest is a member of  
SkyTeam, an airline alliance that offers customers one of the  
world's most extensive global networks.  Northwest and its travel  
partners serve more than 900 cities in excess of 160 countries on  
six continents.  The Company and 12 affiliates filed for chapter  
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.  
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in  
Washington represent the Debtors in their restructuring  
efforts.  When the Debtors filed for protection from their  
creditors, they listed $14.4 billion in total assets and $17.9  
billion in total debts.  (Northwest Airlines Bankruptcy News,  
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWESTERN CORP: MPPI Disappointed at Cash Offer Rejection
------------------------------------------------------------
Montana Public Power, Incorporated (NASDAQ: NWEC), issued a
statement in response to NorthWestern Corporation's announcement
that its Board of Directors has recommended that NorthWestern
shareholders reject MPPI's offer to acquire 100% of NorthWestern's
outstanding common stock for $32.50 per share in cash.

MPPI is disappointed that NorthWestern's Board has defied the
wishes of shareholders owning more than 50% of NorthWestern's
stock.  Since MPPI made its offer for NorthWestern public on June
30, 2005, MPPI and NorthWestern's shareholders and their advisors
have had detailed and fruitful discussions concerning the merits
of the MPPI offer and what must be done to complete a transaction.
As a result of these discussions, last week, Harbert Distressed
Investment Master Fund, Ltd., NorthWestern's largest shareholder,
stated that MPPI's offer reflects an attractive valuation for
NorthWestern and concluded that it could be successfully
consummated.  In addition, MPPI has received expressions of
support for the MPPI offer from other NorthWestern shareholders
that, together with Harbert, represent more than 50% of
NorthWestern's outstanding shares.

In the same four months that MPPI has engaged in serious and
substantial discussions with NorthWestern shareholders,
NorthWestern's Board and its advisors have shown no interest in
meeting with MPPI and have failed to perform the same level of due
diligence.  Nevertheless, and with disconcerting haste following
their receipt of Harbert's letter, NorthWestern's Board has again
rejected MPPI's offer - citing old arguments and reasons that were
debunked months ago.  Indeed, the objections raised by
NorthWestern's Board were the subject of, and successfully
addressed in, MPPI's detailed discussions with Harbert and other
NorthWestern shareholders.

Mike Kadas, Chair of MPPI and the Mayor of Missoula, Montana said:
"The NorthWestern Board's response to MPPI's offer flies in the
face of fiduciary duty and shareholder value.  Nevertheless, we
remain committed to working with the Company's shareholders to
make this transaction happen."

Relative to objective, market-based measures, MPPI's offer
represents compelling value and near-term liquidity for
NorthWestern's shareholders.  The offer represents:

    -- 17% premium to NorthWestern's unaffected closing stock
       price on April 28, 2005, the day before MPPI's intentions
       to purchase NorthWestern were first made public;

    -- 36% premium to the average P/E multiples of comparable
       publicly traded electricity transmission and distribution
       companies.  MPPI notes that P/E multiples for the sector
       have declined by approximately 1x since June 30, 2005; and

    -- 52% premium to the average P/E multiples implied by recent
       precedent utility transactions.

In addition, MPPI finds it difficult to reconcile the NorthWestern
Board's current views on valuation with those expressed by its own
financial advisor during bankruptcy.  In the Company's Second
Amended and Restated Disclosure Statement dated Aug. 18, 2004, its
financial advisor valued the Company between $17.61 to $22.39 per
share, and argued that NorthWestern should be valued at a 10%
discount to its peer group on account of its low growth market,
challenging regulatory environment, and small market
capitalization.

MPPI - and NorthWestern's shareholders - continue to wait for any
evidence to support the Company's assertion that "MPPI's offer is
far below our value on a stand-alone basis".  This assertion is
directly contrary to the views expressed by NorthWestern's
Chairman in a meeting with representatives of MPPI in March 2005.
Since that time, NorthWestern's EPS guidance for 2005 has remained
constant as recently reiterated in the Company's press release
dated October 21, 2005.  Furthermore, NorthWestern is scheduled to
file for a rate case in Montana in 2006, the outcome of which
cannot be predicted with confidence.

MPPI is convinced that its offer represents full and fair value,
and is clearly in the best interests of NorthWestern shareholders
and customers.

MPPI noted that it has developed a term sheet detailing its offer.
A copy of the term sheet can be found on MPPI's website at
http://www.montanapublicpower.org/

MPPI's mergers & acquisitions advisors are Citigroup Global
Markets Inc. and Rothschild Inc. Nixon Peabody LLP is acting as
mergers & acquisitions counsel and as co-bond counsel with Koegen
Edwards LLP. Luxan & Murfitt, PLLP; Bullock Law Firm, PLLC; Woods,
Fuller, Shultz & Smith P.C.; and Danforth & Meierhenry, LLP are
also providing legal counsel.

Montana Public Power, Incorporated -- http://
www.montanapublicpower.org -- is a non-profit corporation formed
in 2004 for the purpose of bringing NorthWestern's utility
businesses under public ownership.  MPPI's sole member is The
Montana Public Power Authority, which is comprised of the cities
of Bozeman, Great Falls, Helena and Missoula, along with the
consolidated city/county government of Butte-Silver Bow, Montana.

South Dakota Power Company is a non-profit corporation formed in
2005 for the purpose of acquiring NorthWestern's electrical and
gas transmission facilities in South Dakota and natural gas
transmission and distribution facilities in three cities in
Nebraska. SDP represents the interests of municipalities in South
Dakota, which comprise 70% of NorthWestern's service territory in
South Dakota.

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation (Pink Sheets: NTHWQ) -- http://www.northwestern.com/  
-- provides electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 608,000 customers in Montana,
South Dakota and Nebraska.  The Debtors filed for chapter 11
protection on September 14, 2003 (Bankr. Del. Case No. 03-12872).
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq., and
William E. Chipman, Jr., Esq., at Greenberg Traurig, LLP, and
Jesse H. Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors in their
restructuring efforts.  On the Petition Date, the Debtors reported
$2,624,886,000 in assets and liabilities totaling $2,758,578,000.
The Court entered a written order confirming the Debtors' Second
Amended and Restated Plan of Reorganization, which took effect on
Nov. 1, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating on NorthWestern Corp. on CreditWatch with negative
implications pending clarity on Montana Public Power Inc.'s
June 30, 2005, offer to buy NorthWestern for $1.18 billion plus
the assumption of $825 million in debt.

Montana Public Power is a newly formed single-purpose entity
organized to purchase NorthWestern and is ultimately composed of
the Montana cities of Bozeman, Great Falls, Helena, Missoula, and
Butte.

"The CreditWatch listing reflects Standard & Poor's lack of
information about Montana Public Power and the financing and legal
structure of its bid for NorthWestern," said Standard & Poor's
credit analyst Gerrit Jepsen.


NOVA COMMUNICATIONS: Current Debt Load is 5-Times Current Assets
----------------------------------------------------------------
Nova Communications Ltd. delivered its annual report on
Form 10-KSB for the year ending June 30, 2005, to the Securities
and Exchange Commission on October 24, 2005.  

The Company reported a $5,557,858 net loss on $1,316,697 of net
revenues for the year ending June 30, 2005.  At June 30, 2005, the
Company's balance sheet shows $11,506,829 in total assets and
$4,150,275 of stockholders equity.  

                       Strained Liquidity

Timothy L. Steers, CPA, LLC, the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to the Company's significant operating
losses and working capital deficit.  The Company has $924,167 in
current assets to pay for $4,745,708 for current debts.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?287

Nova Communications Ltd. develops and distributes recreational
water sports products and managing its high-speed Internet access
and enterprise server facilities.


O'SULLIVAN IND: Wants to Hire Lamberth Cifelli as Bankr. Counsel
----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
seek the U.S. Bankruptcy Court for the Northern District of
Goergia's authority to employ Lamberth, Cifelli, Stokes & Stout,
P.A., as their local bankruptcy and restructuring counsel.  

Lamberth Cifelli assist Dechert LLP, the Debtors' general
corporate, bankruptcy, and restructuring counsel, in:

   (a) providing legal advice with respect to their powers
       and duties as debtors-in-possession in the continued
       operation of their business and management of their
       properties;

   (b) taking all necessary action to protect and preserve their
       estates, including the prosecution of actions on their
       behalf, the defense of any actions commenced against them,
       the negotiations of disputes in which they are involved,
       and the preparation of objections to claims filed against
       their estates;

   (c) preparing on their behalf as debtors-in-possession, all
       necessary motions, applications, answers, orders, reports,
       and other papers in connection with the administration of
       their estates;

   (d) negotiating and drafting any agreements for the sale or
       purchase of any of their assets, if appropriate;

   (e) negotiating and providing input with respect to the Plan
       of Reorganization and all related documents, including,
       but not limited to, the disclosure statements and ballots
       for voting;

   (f) taking all steps necessary to confirm and implement the
       Plan, including, if necessary, its modifications and
       negotiating its financing; and

   (g) performing all other necessary and appropriate legal
       services in connection with the prosecution of their
       cases.

In addition to its charges for out-of-pocket expenses, the firm's
current hourly rates for its professional's legal services are:

                  Professional      Hourly Rate
                  ------------      -----------
                  Attorneys         $125 - $350
                  Paralegals         $75 - $130

James C. Cifelli, Esq., a member of Lamberth Cifelli, tells the
Court that the firm's partners, associates, and other
professionals have no relationship to the Debtors or to any other
party-in-interest.  Lamberth Cifelli is a "disinterested person,"
as referenced in Section 327 and as defined in Section 101(14) of
the Bankruptcy Code, he notes.

Mr. Cifelli discloses that Lamberth Cifelli has received from the
Debtors a $132,500 retainer.  The retainer will be applied to fees
and expenses incurred before the Petition Date and is subject to
continuing reconciliation for the prepetition fees and expenses,
he says.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the
Debtor listed $161,335,000 in assets and $254,178,000 in debts.  
(O'Sullivan Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


O'SULLIVAN INDUSTRIES: Wants to Hire Dechert as General Counsel
---------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
need bankruptcy lawyers to represent them in connection with all
matters relating to their Chapter 11 case.  By this application,
the Debtors seek the U.S. Bankruptcy Court for the Northern
District of Georgia's authority to employ Dechert, LLP, as their
general corporate, bankruptcy, and restructuring attorneys.

The Debtors have selected Dechert because of the firm's knowledge
and experience in numerous areas of the law, which they believe
will facilitate the successful completion of their Chapter 11
cases.

Accordingly, the Debtors expect Dechert to:

   (a) provide legal advice with respect to their powers and
       duties as debtors-in-possession in the continued operation
       of their business and management of their properties;

   (b) take all necessary action to protect and preserve their
       estates, including the prosecution of actions on their
       behalf, the defense of any actions commenced against them,
       the negotiations of disputes in which they are involved,
       and the preparation of objections to claims filed against
       their estates;

   (c) preparing on their behalf as debtors-in-possession, all
       necessary motions, applications, answers, orders, reports,
       and other papers in connection with the administration of
       their estates;

   (d) negotiate and draft any agreements for the sale or
       purchase of any of their assets, if appropriate;

   (e) negotiate and draft the Plan of Reorganization and all
       related documents, including, but not limited to, the
       disclosure statements and ballots for voting;

   (f) take all steps necessary to confirm and implement the
       Plan, including, if necessary, its modifications and
       negotiating exit financing; and

   (g) perform all other necessary and appropriate legal services
       in connection with the prosecution of their cases.

The Debtors will pay Dechert in accordance with the firm's
customary hourly rates:

                  Professional      Hourly Rate
                  ------------      -----------
                  Attorneys         $235 - $750
                  Paralegals        $100 - $190

Joel H. Levitin, Esq., a partner at Dechert, tells the Court that
the Debtors have many creditors and, accordingly, Dechert may have
rendered and may continue to render professional services to
certain of the creditors and other parties-in-interest.  However,
Mr. Levitin assures the Court that Dechert has not and will not
represent the separate interests of any creditor or other party-
in-interest in the Debtors' Chapter 11 cases.  Dechert is a
"disinterested person," as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b), he notes.

Mr. Levitin discloses that Dechert received $1,549,398 from the
Debtors within the 12 months before the Petition Date, including
amounts intended to constitute as postpetition retainer.  Of the
amounts, Dechert received $1,299,398 within 90 days before the
Petition Date.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the
Debtor listed $161,335,000 in assets and $254,178,000 in debts.  
(O'Sullivan Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


OWENS CORNING: 3rd Circuit's Consolidation Order Costs $538 Mil.
----------------------------------------------------------------
Owens Corning will record $538 million in expenses relating to its
prepetition credit facility, for the period from Oct. 5, 2000 (the
day it filed for bankruptcy protection) to Sept. 30, 2005.  

The $538 million of expenses include:

   * $531 million on account of postpetition interest; and
   * $7 million on account of postpetition fees.

The expense recording is a result of the August 1, 2005, reversal
by the United States Court of Appeals for the Third Circuit of the
U.S. District Court for the District of Delaware's order for
substantive consolidation.

In the Substantive Consolidation Order, the District Court granted
the motion of Owens Corning and certain of its subsidiaries for
substantive consolidation.

Following the Third Circuit's reversal, the Legal Representative
for the class of future asbestos personal injury claimants and
certain designated members of the Official Committee of Unsecured
Creditors filed petitions for rehearing en banc.  The Third
Circuit denied the petitions on September 28, 2005.  The Third
Circuit's reversal, unless reversed by the United States Supreme
Court (if an appeal from the Third Circuit's decision is filed),
is expected to result in significant modifications of Owens
Corning's current plan of reorganization and may impact the
relative amounts ultimately payable to Owens Corning's various
creditor classes, including the extent to which postpetition
interest and certain other postpetition fees may be payable on
Owens Corning's primary prepetition bank credit facility.

The expenses have been accrued at this time because Owens Corning
has determined that, based upon the Third Circuit's reversal and
Owens Corning's resulting evaluation of the distributable values
(considered on a non-substantively consolidated basis) of Owens
Corning and certain of its debtor and non-debtor subsidiaries, it
is probable that such expenses will be payable by certain of the
debtors and non-debtor subsidiaries which are either obligors
under, or guarantors of, the Prepetition Credit Facility.

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.  


POTLATCH CORP: Moody's Affirms Sr. Subordinated Notes' Ba2 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Potlatch Corporation's Ba1
senior unsecured and Ba2 senior subordinated debt ratings.  The
rating action follows a comprehensive review of the company's:

   * strategy and business plan,
   * position in its markets,
   * capital and debt structure,
   * liquidity arrangements,
   * dividend plans,
   * anticipated performance, and
   * asset values,

that was prompted, in turn, by the company's announcement of plans
to convert to a REIT.

Other than:

   * decreasing the company's income tax burden; and

   * increasing periodic dividends, the REIT conversion has no
     impact;

the company's assets, operations and pre-tax cash flow are not
affected.

Moody's concluded that the combination of pre-existing expected
improvements in operating cash flow and the collateral value
provided by the company's 1.5 million acre timberland position
adequately off-set concerns that internally generated cash flow
would not always be able to cover the increased dividend resulting
from the REIT conversion.  Given the asset value coverage and
expectations of improved cash flow from operations, the outlook is
stable.

Ratings affirmed:

   * Corporate family rating: Ba1
   * Senior unsecured notes and debentures: Ba1
   * 10.00% senior subordinated notes due 2011: Ba2

Outlook: Stable

Potlatch's 1.5 million acre timberland position likely provides
approximately 3x coverage for senior unsecured debt obligations
(including both drawn and un-drawn amounts).  As well, future
levels of cash flow are expected to be greater and more stable
than those observed in the past.  This results from:

   1) increased timber harvest levels;

   2) profits from a recently completely tissue-making machine;

   3) sustained improvement in output from bleached paperboard
      manufacturing operations;

   4) sales of hybrid poplar timber from a recently developed
      plantation;

   5) decreased pension contributions; and

   6) cash from the periodic exercise of stock options, all of
      which are to occur irrespective of the REIT conversion.

In combination, the asset value coverage and cash flow
improvements off-set concerns that internally generated cash flow
would not always be able to cover the company's ongoing
obligations.  Accordingly, Potlatch's Ba1 corporate family rating
is supported by:

   a) An ability to repay debt by monetizing some or all of its
      substantial timberland position;

   b) Fiber supply integration in the core wood products segment
      that supports the company's ability to control raw material
      and logistics costs and, in turn, profit margins;

   c) Modest product line diversity that helps to limit
      variability in the cash flow stream;

   d) Asset value of the paper-making operations also provides
      debt repayment potential; and

   e) Good liquidity arrangements (pending completion; expected to
      occur concurrent with the REIT conversion) help to provide
      an ability to manage extraneous shocks.

Offsetting these factors are:

   a) The historic magnitude and volatility of the company's cash
      flow indicates there may be periods where internally
      generated cash flow is insufficient to fund the planned
      dividend;

   b) Pulp, bleached paperboard and tissue operations suffer from
      relatively poor competitive positioning in their relative
      markets, and may not be consistent contributors of positive
      free cash flow (after accounting for capital expenditures
      and unallocated SG&A);

   c) Margins are under pressure as a consequence of elevated    
      input prices;

   d) Wood products' cash flow generation susceptible to a decline
      in housing starts; and

   e) and risks related to the magnitude and sustainability of the
      commodity price recovery that may limit upside to
      profitability.

It is contemplated that the bank credit facility and the company's
bonds and debentures will benefit from a system of inter-company
guarantees, such that despite the bank facility and the bonds
being booked in different legal entities, they will rank pari
passu.  Consequently, there is no need to notch the unsecured
rating from the corporate family rating.  With only a nominal
amount of senior subordinated notes outstanding, a one notch
differential for their rating continues to be appropriate.

Potlatch is in the process of replacing its existing $125 million
unsecured revolving credit facility with a similar facility of
$175 million.  It is expected the facility will be committed for a
3 year term and that it will be unsecured.  Financial covenants
are expected to be patterned from prevailing covenants (Maximum
Debt/Cap and Minimum Interest Coverage), with adjustments related
to the capital and cash flow structure resulting from the REIT
conversion.  Drawings at closing are expected to be nominal, and
accordingly, near term covenant compliance and access to the
facility is not expected to be problematic.

The outlook is stable.  This is predicated on the 3x asset value
coverage provided by timberlands, and expectations of improved
cash flow that will allow the company to generally fund its
operations, capital expenditures and dividend, all from internal
sources.

Given a number of factors, it is unlikely that the rating will be
upgraded over the near-to-mid term.  These factors include:

   a) the company's relatively modest size;

   b) the relative concentration of its timberland position;

   c) the as yet unproven ability to consistently generate
      positive cash flow from either of its paper-making
      businesses;

   d) the sustainability of cash flow from increased timber
      harvest levels;

   e) the sustainability of cash savings from reduced pension
      contributions;

   f) the as yet unproven viability of hybrid poplar timber/lumber
      as a saleable commodity;

   g) concern that cash flow will continue to be volatile; and

   h) risks that margin expansion will be limited.

Downwards pressure on the ratings and outlook could develop given
a significant diminution in the existing 3x asset value coverage
afforded by the company's timberlands.  This could result from:

   * market value changes,
   * the sale of significant acreage,
   * increases in debt, or
   * modifications in security arrangements.

Rating pressure could also occur should management not be able to
deliver planned cash flow improvements.  Depending on the
magnitude of any shortfall, ratings' pressure could develop over a
one-to-two year period should Funds From Operations not be
sufficient to cover the dividend and maintenance capital
expenditures (estimated at $45 million per annum).

Headquartered in Spokane, Washington, Potlatch is a diversified
forest products company with timberlands in:

   * Arkansas,
   * Idaho, and
   * Minnesota.


PQ CORP: S&P Affirms B+ Credit Rating & Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
PQ Corp. to negative from stable.  All ratings, including the 'B+'
corporate credit rating, are affirmed.

The outlook revision follows PQ's announcement of a plan to
distribute a $110 million dividend to its shareholder JP Morgan
Partners LLC.  The Berwyn, Pennsylvania-based company plans to
fund the dividend with debt and current cash balances.  The
dividend is subject to the successful amendment of the company's
existing credit facilities to permit the transaction.

"The outlook revision reflects our concerns regarding the
company's shift to a more aggressive financial policy," said
Standard & Poor's credit analyst Paul Kurias.

The transaction will result in a higher debt level than previously
anticipated and brings into question PQ's commitment to reduce
debt in order to support credit quality.  There will now be less
room at the current ratings should profitability be lower than
expected, or if other strategic or financial decisions result in
deterioration to the financial profile.  The increase in financial
risk is only partly offset by an improvement in operating
performance.

The ratings reflect a weak business position as a specialty
chemical producer with approximately $600 million in annual sales.  
PQ manufactures and markets inorganic specialty chemicals and
engineered glass materials through two divisions.

In the chemicals division, the company offers sodium silicate,
magnesium sulfate, zeolite, catalytic zeolites and zeolite-based
catalysts, polyolefin catalysts, specialty adsorbents, and other
industrial chemicals.  The Potters division offers engineered
glass materials such as solid glass spheres and hollow glass
microspheres for use in reflective materials for highway safety
and in applications for metal finishing, polymer additives, and
conductive materials.
     
PQ's credit quality reflects its well-established market
positions; the company has the No. 1 market position in product
lines that make up more than 80% of sales.  PQ holds approximately
66% of the North American sodium silicate market and 30% of the
global market.  In the highway safety market for engineered glass
spheres, PQ has at least 50% of the market.

Although the company is focused on two primary product chains,
silicates and engineered glass materials, a range of downstream
products and diverse end markets lend stability to earnings and
cash flow generation, and temper the exposure to larger end
markets such as highway safety and detergents.  Exposure to
consumer detergents is also limited by the relatively small
contribution of these products to profits and cash flow.


PRIME MORTGAGE: S&P Junks 2 Cert. Classes Due to Delinquencies
--------------------------------------------------------------     
Standard & Poor's Ratings Services lowered its ratings on classes
B-4 and B-5 from Prime Mortgage Trust series 2004-CL1 and 2004-
CL2.  At the same time, ratings are affirmed on 108 classes from
seven transactions issued by Prime Mortgage Trust.
     
The lowered ratings reflect reduced projected credit support due
to high delinquencies and adverse collateral performance.  
Projected credit support reflects actual credit support reduced by
projected losses on present delinquencies.  As of the September
2005 distribution date, total delinquencies for series 2004-CL1
were 7.85%, with 2.46% categorized as seriously delinquent
-- 90-plus-days, foreclosure, and REO. Using Standard & Poor's
foreclosure frequency and loss severity assumptions, current
delinquencies could translate into approximately $794,000 in
losses.  Should the projected losses occur, classes B-4 and B-5
would no longer have sufficient support to maintain the current
ratings.  Total delinquencies for series 2004-CL2 were 9.17%, with
1.72% being serious delinquent.  Standard & Poor's anticipates
that current delinquencies will translate into approximately
$366,000 in losses.  Similar to series 2004-CL1, the projected
credit support for classes B-4 and B-5 for series 2004-CL2 will no
longer be sufficient to maintain their current ratings.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Total delinquencies    
for these transactions ranged from 0.15% to 9.17% of the current
pool balances.  Cumulative realized losses ranged from 0.00% to
0.04% of the original pool balances.
     
Credit support for these transactions is provided by  
subordination.  The underlying collateral consists of
conventional, fully amortizing, 15- and 30-year, fixed-rate
mortgage loans, which are secured by first-liens on one- to
four-family residential properties.
         
                         Ratings Lowered
         
                      Prime Mortgage Trust

                                      Rating
               Series     Class   To          From
               ------     -----   --          ----
               2004-CL1   B-4     B           BB
               2004-CL1   B-5     CCC         B
               2004-CL2   B-4     B           BB
               2004-CL2   B-5     CCC         B
          
                        Ratings Affirmed
        
                      Prime Mortgage Trust
         
    Series      Class                                  Rating
    ------      -----                                  ------
    2003-1      A-2, A-3, A-4, A-5, A-7, A-8, A-9      AAA
    2003-1      A-11, A-14, A-15, PO, X                AAA
    2003-1      B-1                                    AA
    2003-1      B-2                                    A
    2003-1      B-3                                    BBB
    2003-1      B-4                                    BB
    2003-1      B-5                                    B
    2003-2      I-A-1, I-A-2, I-A-3, I-A-4, I-A-5      AAA
    2003-2      I-A-6, I-A-7, I-A-8, I-A-9, I-A-10     AAA
    2003-2      I-A-11, I-PO, II-A-1, II-A-2, II-PO    AAA
    2003-2      II-IO                                  AAA
    2003-2      B-1                                    AA
    2003-2      B-2                                    A
    2003-2      B-3                                    BBB
    2003-2      B-4                                    BB
    2003-2      B-5                                    B
    2003-3      A-1, A-2, A-3, A-4, A-5, A-6, A-7      AAA
    2003-3      A-8, A-9, PO                           AAA
    2003-3      B-1                                    AA
    2003-3      B-2                                    A
    2003-3      B-3                                    BBB
    2003-3      B-4                                    BB
    2003-3      B-5                                    B
    2004-1      I-A-1, I-A-2, I-A-3, I-A-4, I-A-5      AAA
    2004-1      I-A-6, I-A-7, I-A-8, I-PO, II-A-1      AAA
    2004-1      II-A-2, II-A-3, II-PO, II-X-1          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-CL1    I-A-1, I-A-2, I-A-3, I-A-4, I-X        AAA
    2004-CL1    I-PO, II-A-1, II-A-2, II-A-3, II-PO    AAA
    2004-CL1    II-X, II-PO, III-A-1                   AAA
    2004-CL1    B-1                                    AA
    2004-CL1    B-2                                    A
    2004-CL1    B-3                                    BBB
    2004-CL2    A, XB                                  AAA
    2004-CL2    B-1                                    AA
    2004-CL2    B-2                                    A
    2004-CL2    B-3                                    BBB
    2005-1      I-A-1, I-A-2, I-A-3, I-A-4, I-A-5      AAA
    2005-1      I-A-6, I-A-7, I-A-8, I-PO, II-A-1      AAA
    2005-1      II-A-2, II-A-3, II-A-4, II-A-5         AAA


PRIMEDIA INC: Moody's Affirms $945 Million Notes' B2 Ratings
------------------------------------------------------------
Moody's Investors Service affirmed PRIMEDIA Inc.'s B2 Corporate
Family rating and changed the rating outlook to developing from
stable following the company's announcement that it is exploring
the possible separation of its businesses, via a spin-off, into
two separate publicly-traded companies.

The ratings affirmed comprise:

   * $300 million of 8.0% senior notes due 2013 -- B2
   * $470 million of 8.875% senior notes due 2011 -- B2
   * $175 million of floating rate notes due 2010 -- B2
   * Corporate Family rating -- B2
   * Speculative grade liquidity rating -- SGL - 2

Ratings affirmed, subject to withdrawal upon refinancing:

   * $146 million of 7.625% senior notes due 2008 -- B2

   * $212 million of Series H 8.625% exchangeable preferred stock
     -- Caa2

Moody's does not rate PRIMEDIA's $777 million senior secured
credit facility.

Management considers that the spin-off would take six to nine
months to conclude.

Moody's expects to refresh its ratings once it has assessed the
business opportunities, growth potential, and likely capital
structure of the two separate entities:

   * the Enthusiast Media/ Education segment; and
   * the Consumer Guides segment.  

In addition, Moody's will consider the amount of debt which will
be allocated to each company and the level of cash flow and asset
value available to support debt post spin-off.

New York City-based PRIMEDIA Inc. is a targeted media company
which owns more than 200 brands that connect buyers and sellers
through:

   * print publications,
   * web sites,
   * events,
   * newsletters, and
   * video programs.


PRIMEDIA INC: S&P Reviews Ratings Due to Management Evolving Plans
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on PRIMEDIA
Inc., including the 'B' corporate credit rating, on CreditWatch
with negative implications following the company's announcement
that it is exploring the possible separation of its businesses --
the specialty magazine and education segment, and consumer
Guides -- into two separate companies.  PRIMEDIA also announced
that its CEO has resigned as the company explores the possible
split.  New York City-based publisher PRIMEDIA has total debt of
about $1.35 billion, pro forma for recent asset sales.

Management has also revised its guidance downward and expects 2005
EBITDA will fall in the high-single-digit to low-double-digit
percentage range largely because of poor performance in its
automotive magazines.  Print advertising revenue was hurt by an
unexpectedly large pullback in advertising by large automotive
clients in the second half of 2005.  Also, PRIMEDIA expects that
its EBITDA for its consumer guides segment will drop in 2005
because of $15 million-$20 million of investments associated with
distribution renewals, distribution expansion, and new-publication
launches.

Standard & Poor's estimates that the company's debt to EBITDA will
be slightly above 7x in the full year 2005 as a result of its
guidance revision.

"In reassessing the ratings, Standard & Poor's will consider
management's evolving plans to separate into two companies, which
would lessen business diversity, and S&P will monitor the
companies' operating outlook and capital structures," said
Standard & Poor's credit analyst Hal F. Diamond.

     
REFCO INC: November 4 Set as Bid Deadline for Futures Business
--------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York set November 4, 2005, as the Bid
Deadline for bidders to submit bids for all of the capital stock
and operations of Refco, LLC, Refco Overseas Limited, and Refco
Singapore, from Refco, Inc., and Refco Global Futures LLC.  The
auction for those assets has been tentatively scheduled on Nov. 9,
2005.  

Refco Overseas and Refco Singapore, which are engaged in the
regulated futures and commodities trading activities, are not
included in Refco Inc., and its debtor-affiliates' chapter 11
filing, but its sale is being governed by the U.S. Bankruptcy
Court for the Southern District of New York.

Judge Drain set the bid deadline for the assets of the Debtors'
entities engaged in regulated futures and commodities trading
activities at a hearing in Manhattan on Oct. 24, 2005.  In that
hearing, FGS Refco Acquisition Co., LLC, the company organized by
J.C. Flowers to acquire Refco's Futures Business, withdrew its
$768 million bid for the assets and dropped out of the bidding
after the Court struck down some provisions that J.C. Flowers
negotiated with the Debtors.  

Specifically, The Wall Street Journal reports, Judge Drain
eliminated an option for J.C. Flowers to bid on other assets
besides Refco's futures and commodities arm.  Judge Drain ruled
that the break-up fee is capped at $5,000,000.  

                Remaining Bidders for the Auction

Tom Becker, writing for Bloomberg News, reports that Interactive
Brokers Group LLC raised its offer for Refco Inc.'s regulated
brokerage unit from $790,000,000 to $858,000,000 -- currently the
highest bid disclosed.

According to The Wall Street Journal, Leon Black's Apollo Capital
Management LLC, is interested in bidding for Refco's assets.  

James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton LLP,
told Judge Drain at the hearing last October 24 that Merrill
Lynch & Co. is very interested in participating in the bidding
process.  

Warburg Pincus LLC is reportedly interested in kicking the tires
too.  

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

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


REFCO INC: TradeLink LLC & Co. Expresses Intention to Join Bidding
------------------------------------------------------------------
TradeLink LLC, a Chicago-based futures commission merchant, its
co-founder, Walt K. Weissman, and an affiliate, Nickolas J.
Neubauer, disclosed that they are forming an investor group to
consider the purchase of some or all of the business and assets of
Refco, LLC, and the other entities described in the acquisition
agreement filed by Refco Inc. with the U.S. Bankruptcy Court for
the Southern District of New York last week.

TradeLink LLC is a clearing member of the Chicago Board of Trade,
Chicago Mercantile Exchange and Chicago Board Options Exchange for
proprietary trading as well as a commodity and futures-based hedge
fund.  TradeLink LLC enjoys an excellent regulatory and business
reputation and brings significant management expertise and capital
to the prospective investor group.  TradeLink and its subsidiaries
maintain offices in Chicago, London, Hawaii and San Francisco and
trade virtually all major markets across the globe.

Walt K. Weissman, co-Chairman of TradeLink LLC, has extensive
trading experience and formerly served as a member of the board of
directors of the CBOT.  Nickolas J. Neubauer is a current member
of the CBOT board of directors and a former chairman of the board
of the CBOT.

As reported in the Troubled Company Reporter on Oct. 26, 2005, An
investor group led by former Goldman Sachs Group Inc. banker
Christopher Flowers withdrew its bid for all of the capital stock
and operations of Refco, LLC, Refco Overseas Limited, and Refco
Singapore, from Refco, Inc., and Refco Global Futures LLC on
Monday, Oct. 24.

J.C. Flowers withdrew its $768 million bid after the Hon. Robert
D. Drain ruled that he would only approve a $5 million break-up
fee.  J.C. Flowers had previously agreed to a fee of 2.8% of the
purchase price.

"We are disappointed by certain aspects of the Bankruptcy Court's
decision [Mon]day, but we respect the Court's view," Mr. Flowers
said.  "Under the circumstances, we are not prepared to commit at
this time to purchase Refco LLC and related assets, as we would
have been had the Court granted Refco's Bid Procedures motion.  We
have not made a decision whether we will participate in the
bankruptcy auction, but we continue to think Refco is a great
business, and we wish the employees and customers of Refco the
best."

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

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


REFCO INC: Bank of America Gets Interim Adequate Protection
-----------------------------------------------------------
Debtor Refco Group Ltd., LLC, borrowed money under a Credit  
Agreement dated August 5, 2004, with Bank of America, N.A., as  
administrative agent, swing line lender and L/C issuer, and a  
consortium of lenders.

The Credit Agreement provided for term loans of up to  
$800,000,000 and a $75,000,000 revolving credit facility.   
As of the Petition Date, there was approximately $648,000,000  
outstanding under the Credit Agreement.

Debtor New Refco Group Ltd., LLC, and some affiliates of Refco  
Group guaranteed the Borrower's obligations.  

To secure their obligations, Refco Group and the Guarantors  
entered into a Security Agreement, dated August 5, 2005, with  
Bank of America.  Bank of America was granted a security interest  
in substantially all of the assets of Refco Group and the  
Guarantors.  The Security Agreement did not grant a security  
interest in some excluded property, including any deposit and  
security accounts of a Grantor.

Donald S. Bernstein, Esq., at Davis Polk & Wardwell, in New York,  
notes that Refco Inc. has entered into a memorandum of
understanding with a group of investors led by J.C. Flowers &  
Co., LLC, for the sale of the Company's futures brokerage business
conducted through Refco LLC, Refco Overseas Ltd., Refco Singapore
Ltd. and certain related subsidiaries and other assets for $768
million.  Refco LLC, Refco Overseas Ltd., and Refco Singapore Ltd.
are all direct or indirect subsidiaries of Debtor Refco Global
Futures LLC.

Mr. Bernstein points out that the Secured Lenders have a security  
interest in 100% of the equity interests in Refco LLC and 65% of  
the equity interests of Refco Singapore Ltd.  In addition, the  
Secured Lenders have been granted a security interest in 65% of  
the equity interests in Refco Europe Ltd., the direct parent of  
Refco Overseas Ltd., as well as 100% of the equity interests of  
Debtor Refco Global Holdings, LLC, the direct parent of Refco  
Europe Ltd.

"A secured creditor is entitled to adequate protection -- as a  
matter of right, not merely as a matter of discretion -- when the  
estate proposed to use, sell or lease property in which it has an  
interest," Mr. Bernstein says.  "This protection is provided both  
as a matter of policy and, arguably, as a matter of  
constitutional law."

Mr. Bernstein notes that because of the unique nature of cash,  
cash collateral receives special consideration under the  
Bankruptcy Code.  Specifically, the Bankruptcy Code provides a  
debtor may only use cash collateral if it first obtains consent  
of the secured creditor or establishes to the court's  
satisfaction that the secured creditor is adequately protected.

Mr. Bernstein tells the Court that the Secured Lenders do not  
consent to the Debtors' use of the Collateral, including the Cash  
Collateral.

According to Mr. Bernstein, the Debtors are using the Secured  
Lenders' Collateral to continue to operate their businesses.   
Thus, the Secured Lenders' Collateral is subject to diminution.   
The Secured Lenders are also concerned that the value of the  
Equity Interests may be diminished should the assets of that  
entity be transferred to another entity.

Accordingly, Bank of America asserts that the Debtors should  
provide adequate protection of the Secured Lenders' interests in  
the Collateral.  Specifically, Bank of America wants the Honorable
Robert D. Drain of the Southern District of New York Bankruptcy
Court to enter an interim order providing that:

   (a) The Debtors will use their best efforts to preserve the
       value of the Collateral;

   (b) Bank of America, as administrative agent for the Secured
       Lenders, is granted:

       * a first priority security interest and lien on all
         of the Debtors' assets to the extent of the aggregate
         diminution in value of the Collateral from and after
         the Petition Date, subject to certain liens and
         encumbrances; and

       * a "super priority" administrative claim to the fullest
         extent necessary to protect the Secured Lenders from
         any diminution of the value of the Collateral from and
         after the Petition Date;

   (c) The Debtors will make cash payments to Bank of America
       of all its reasonable out-of-pocket expenses;

   (d) The Debtors will segregate and account for all Cash
       Collateral, and will be prohibited from using or
       transferring the Cash Collateral without prior Court
       approval; provided that if Bank of America consents, the
       Debtors will be permitted to use or transfer up to
       $10,000,000 of Cash Collateral to pay for allowable
       administration expenses payable on or before November 4,
       2005;

   (e) The Debtors will provide to Bank of America and its
       representatives and professionals, starting on
       October 26, 2005, and on every Wednesday thereafter, a
       disbursement forecast for the following calendar week
       and, at Bank of America's request, allow immediate
       access to the books and records related to the
       Collateral;

   (f) The liens created by the Loan Documents will attach to
       any proceeds of Collateral, and all proceeds will be
       paid to Bank of America for application to the Debtors'
       obligations; and

   (g) Bank of America for the benefit of the Secured Lenders
       will have the right at any time to seek further or
       different adequate protection.

Judge Drain grants Bank of America's request on an interim basis.

For the avoidance of doubt, Judge Drain emphasized that the
relief granted, including any replacement lien, extends only to
property of the Refco Inc., and its debtor-affiliates' estates
under Section 541 of the Bankruptcy Code, and is subject to the
rights and claims of any person or entity that any claimed
Collateral and, therefore, any property purportedly subject to any
replacement lien, is not property of any of the Debtors' estates
or is subject to Section 541(d) of the Bankruptcy Code.

The Court will convene a final hearing on the use of Collateral
and adequate protection on the earlier of:

    (a) November 14, 2005, at 10:00 a.m.; or

    (b) the date of any hearing on any motion seeking approval for
        the transfer or sale of any Collateral, including the
        Equity Interests.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.   
Refco reported $16.5 billion in assets and $16.8 billion to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 3; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ROYAL CARIBBEAN: Moody's Affirms Sr. Unsecured Debt's Ba1 Rating
----------------------------------------------------------------
Moody's Investors Service changed to positive from stable the
ratings outlook of Royal Caribbean Cruises Ltd.  The existing
ratings of the corporate family, senior unsecured, preferred
shelf, and speculative grade liquidity have been affirmed.

The positive outlook reflects:

   1. A decline in RCL's adjusted leverage to 4.0x for the last
      twelve months ended June 30, 2005 period from around 5.0x at
      the end of 2004.  The leverage reduction reflects improved
      occupancy and pricing levels coupled with lower capex
      spending and debt reductions.  During the first half of 2005
      RCL reduced debt by about $1 billion.

   2. Moody's expectation that RCL will reduce debt further by the
      end 2005.

   3. Moody's expectation that demand and pricing should remain
      strong through 2006 resulting in improving credit metrics
      (and which will also allow planned capacity additions to be
      economically absorbed).

Absent event risk, the ratings could go up if the company's
retained cash flow to debt, on an adjusted basis (adjusted for
operating leases), which was 18% for the twelve months ended June
2005, were to approximate 25% and if it appears likely that:

   1. future capital spending will be substantially funded with
      internally generated cash flow;

   2. the likelihood of net yield increases over the intermediate
      term remains strong with EBITDA margin improvements
      accompanying the higher net yields;

   3. an expectation that total secured debt, on an adjusted
      basis, to 6x EBITDA would decrease from about 13% currently
      and decline to approximately 10% over the next 12 month to
      18 month timeframe; and

   4. the company will not be pursuing any acquisitions or
      significant share repurchase activities.

RCL's Ba1 senior unsecured rating reflects:

   * the company's scale,
   * strong market position,
   * brand equity, and
   * customer satisfaction scores.

Additionally, the rating reflects:

   * likelihood of continued penetration of the vacation market by
     the cruise segment due to favorable demographic trends; and

   * the value proposition of cruise versus non-cruise vacation
     alternatives.

The company's next ship will be delivered in the second quarter of
2006 and RCL has agreed to purchase three more ships for delivery
between mid-2007 and late 2008.  The company has an option,
exercisable through March 2006, for a fifth ship to be delivered
in 2009.  The aggregate price of the four ships on order
approximates $3.1 billion.

Moody's notes that secured debt comprises 20% of total adjusted
debt, including the operating lease on Brilliance of the Seas and
other capitalized operating leases.  Asset coverage for the
unsecured debt remains adequate in a downside scenario.  However,
an increase in secured debt would likely result in a ratings
notching between the secured and unsecured debt classes.

Ratings affirmed:

   * Senior unsecured shelf registration at (P)Ba1.
   * Senior unsecured debt at Ba1.
   * Preferred stock shelf registration at (P)Ba3.
   * Corporate Family at Ba1.
   * Speculative Grade Liquidity at SGL-2

Royal Caribbean Cruises Ltd., headquartered in Miami, Florida,
operates a cruise line under the brand names:

   * Royal Caribbean International, and
   * Celebrity Cruises.

For the fiscal year ended 2004, RCL had revenues of $4.6 billion.


RUSSELL-STANLEY: Court Confirms Prepackaged Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
on October 25, 2005, Russell-Stanley Holdings, Inc.'s Joint
Prepackaged Plan of Reorganization.  The Debtor's Disclosure
Statement explaining its Plan was approved on October 20.

The Debtor filed a prepackaged chapter 11 plan in order to
effectuate an asset purchase agreement with an affiliate of
Mauser-Werke GmbH & Co. KG and One Equity Partners.  Pursuant to
that agreement, Russell-Stanley and certain of its subsidiaries
will sell substantially all of their assets to Mauser.  Prior to
the filings, Russell-Stanley obtained 100% acceptance of the Plan
from voting creditors.  This unanimous support is expected to
minimize the duration of the Chapter 11 cases.

Under the proposed plan, Russell-Stanley's existing subordinated
debt and equity will be cancelled, and bondholders will receive
their pro rata share of the sale proceeds that remain after
secured claims, unsecured claims other than bond claims, and
Chapter 11 expenses have been paid or reserved.

The proposed plan of reorganization contemplates the payment in
full of any allowed pre-petition vendor claims that remain unpaid
upon consummation of the Plan.  Moreover, as part of the
transaction, Mauser has agreed, upon the closing, to assume and
pay valid and accrued trade payables that are not otherwise paid
when due as a result of the filing and that are reflected on the
Company's books.

A full-text copy of the Debtor's prepackaged chapter 11 plan is
available at no charge at http://ResearchArchives.com/t/s?f9  

A full-text copy of the Disclosure Statement explaining the Plan
is available at no charge at http://ResearchArchives.com/t/s?fa  

Russell-Stanley expects to emerge from Chapter 11 and close the
transaction with Mauser within the next few months subject to
customary closing conditions contained in the Purchase Agreement,
including receipt of all necessary bankruptcy court and other
approvals.

Mauser-Werke GmbH Co. KG -- http://www.mauser-werke.com/-- is a   
global leader in industrial packaging, with its headquarters in
Bruehl, Germany.

Headquartered in Bridgewater, New Jersey, Russell-Stanley
Holdings, Inc. -- http://www.russell-stanley.com/-- is North   
America's largest plastic drum manufacturer, second largest steel
drum manufacturer, and a leading industrial container supply chain
management company.  The Company and its affiliates filed for
chapter 11 protection on Aug. 19, 2005 (Bankr. D. Del. Case No.
05-12339).  Mark S. Chehi, Esq., and Sarah E. Pierce, Esq.,
Kayalyn A. Marafioti, Esq., Frederick D. Morris, Esq., and Bennett
S. Silverberg, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


SAINTS VINCENTS: Wants Court to Deny Tort Claimants Request
-----------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to deny the request of Bradley Zimmerman,
Esq., on behalf of 12 tort claimants, to:

   a) modify the automatic stay to:
  
       (i) allow the Actions to proceed in their respective
           forums to judgment or settlement; and

      (ii) permit the plaintiff in each of the Actions to
           execute on any judgment or collect on any
           settlement against available insurance proceeds
           without further Bankruptcy Court order; and

   (b) permit the plaintiff in each of the Actions to
       participate in the bankruptcy proceeding as an unsecured
       creditor to the extent of any unsatisfied claim.

The Debtors explain that they need to assess and analyze the scope
of their potential malpractice obligations, the options and the
approach they will use in the liquidation of the claims, as well
as the impact on the insurance trusts on the satisfaction of those
claims.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that to the extent Mr. Zimmerman seeks recovery
from the Debtors' Self-Insurance, on behalf of his clients, use
of the Self-Insurance funds might well amount to a depletion of
the Debtors' assets -- or a subset of those assets available for
only a particular purpose -- before a determination is made about
the general availability of Self-Insurance funds to malpractice
claimants.

Mr. Troop says that the Debtors objection is without prejudice to
re-filing of the request at later date.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the     
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Backs Out of Proposed Cherry Creek Lease
--------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates withdrew their request to enter into a Master
Lease Agreement with Cherry Creek Capital Partners, LLC.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New York,
informs the U.S. Bankruptcy Court for the Southern District of New
York that the Debtors withdrew their request without prejudice.

As reported in the Troubled Company Reporter on Sept. 8, 2005, the
Debtors sought to enter into the lease agreement with Cherry Creek
for new medical equipment intended to help increase the hospital's
revenue.  Under the agreement, the Debtors had the option to buy
the leased equipment, worth up to $4.7 million, at the end of the
60 month lease term.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SHC INC: Plan Administrator Wants to Delay Case Closing to June
---------------------------------------------------------------
Walker Truesdell & Associates, Inc., the Plan Administrator
appointed pursuant to the confirmed Plan of SHC, Inc., and its
debtor-affiliates, asks the U.S. Bankruptcy Court for the District
of Delaware to further delay entry of a Final Decree pursuant to
Local Rule 5009-1(a) and to further extend the deadline for
the filing of a Final Report and Accounting under Local Rule
5009-1(c).

Walker Truesdell wants to delay the entry of a Final Decree,
through and including June 30, 2006, and wants until May 1, 2006,
to file a Final Report and Accounting for the Debtors' chapter 11
cases.

The Court's approval of Walker Truesdell previous request for
extensions of these deadlines was reported in the Troubled Company
Reporter on June 17, 2005.  

Walker Truesdell tells the Court that significant progress was
made in prosecuting the post-confirmation Debtors' chapter 11
cases since the confirmation of the Plan and the date of the
previous motion for extension.   

Walker Truesdell, in coordination with Carroll Services, LLC, the
Liquidation Trustee, says that it filed and successfully
prosecuted two omnibus objections to claims.  Walker Truesdell
also says that together with the Liquidation Trustee, it has filed
and resolved a joint objection to the claims filed by the U.S.
Customs and Border Protection and Customs' response, pending the
submission of a proposed form of order that is acceptable to the
parties.  Walker Truesdell further says that along with the
Liquidation Trustee, it has resolved the claims of the Pension
Benefit and Guaranty Corporation and successfully prosecuted a
motion seeking approval of that settlement.

Walker Truesdell tells the Court that it has also filed several
notices of satisfaction with respect to certain priority unsecured
claims.

Walker Truesdell says that the extension is needed because the
claims administration and distribution processes have not yet
concluded due to the recent discovery that certain general
unsecured creditors may not have received adequate notice in the
Debtors' chapter 11 cases or the bar date for claims in those
cases.  Walker Truesdell says that in coordination with the
Liquidating Trustee, they have determined that these creditors
should receive, after the Debtors' schedules are amended, notice
and an opportunity to file claims.

Walker Truesdell discloses that it will need more time to
determine the most appropriate and practicable course of action
for drafting, filing and prosecuting future objections to these
potential claims.

Walker Truesdell tells the Court that delaying the entry of a
final decree will help ensure that any distributions made under
the Plan are only made to those actual creditors and in such
amounts as appropriate.  Walker Truesdell also says that a final
report and accounting would be inaccurate until the claims
administration process and other pending disputes are brought to a
conclusion.

Headquartered in Chicopee, Massachusetts, SHC, Inc., is a
manufacturer of golf balls and clubs and other sporting goods.  
The Company and its debtor-affiliates filed for chapter 11
protection on June 30, 2003 (Bankr. Del. Case No. 03-12002).  
Pauline K. Morgan, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represents the Debtors.  When the Debtors filed for chapter
11 protection, they listed estimated assets of more than $50,000
and estimated debts of more than $100 million.  The Court
confirmed the Debtors' Joint Plan on July 8, 2004, and the Plan
took effect on Aug. 2, 2004.  Walker Truesdell & Associates, Inc.,
is the Plan Administrator pursuant to the confirmed Plan.


SILICON GRAPHICS: Completes $100 Million Credit Facility
--------------------------------------------------------
Silicon Graphics (NYSE: SGI) completed a new two-year asset-backed
credit facility with Wells Fargo Foothill, part of Wells Fargo &
Company (NYSE: WFC), and Ableco Finance LLC.  The new facility
provides for increased credit of up to $100 million, consisting
of:

    * a $50 million revolving line of credit, and
    * a $50 million term loan.

The previous facility provided availability of up to $50 million,
but was subject to a minimum cash collateral requirement of
$20 million.

"Securing this increased credit facility is an important step in
our turnaround and, to us, represents a vote of confidence that we
are on the right path," said Jeff Zellmer, SGI's chief financial
officer.  "Unlike the prior credit facility, which we used solely
for letters of credit to support lease obligations, the new
facility also provides for cash borrowings that will significantly
improve our liquidity."

The borrowing base under the new credit facility will be
determined weekly based on the value of working capital items,
real estate and intellectual property.  The new facility does not
require the permanent deposit of cash collateral, which is a
significant change from the prior credit facility.  The new
facility is secured by substantially all of the assets of SGI and
its domestic subsidiaries and includes customary terms and
conditions, including covenants for minimum levels of EBITDA,
minimum levels of cash and cash equivalents, and limits on capital
expenditures.

Silicon Graphics, Inc. -- http://www.sgi.com/-- is a leader in  
high-performance computing, visualization and storage.  SGI's
vision is to provide technology that enables the most significant
scientific and creative breakthroughs of the 21st century.
Whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense or enabling the transition from
analog to digital broadcasting, SGI is dedicated to addressing the
next class of challenges for scientific, engineering and creative
users.

At Sept. 30, 2005, Silicon Graphics, Inc.'s balance sheet showed a
$222,501,000 stockholders' deficit.  


SILICON GRAPHICS: Sept. 30 Balance Sheet Upside-Down by $222 Mil.
-----------------------------------------------------------------
At Sept. 30, 2005, Silicon Graphics, Inc.'s balance sheet showed a
$222,501,000 stockholders' deficit.  

This week, Silicon Graphics (NYSE: SGI) reported results for its
first fiscal quarter ended Sept. 30, 2005.

Revenue for the first quarter fiscal year 2006 was $170 million,
gross margin was 37.8% and the operating loss was $26 million.  
For comparison, in the first quarter fiscal year 2005, revenue was
$175 million, gross margin was 35.9% and the operating loss was
$26 million.  The first quarter fiscal year 2006 net loss was
$32 million compared with a net loss of $28 million.

GAAP operating expenses for the first fiscal quarter were
$90 million compared with $89 million in the same quarter last
year. Non-GAAP operating expenses were $83 million in the first
quarter compared with $86 million the same quarter last year
excluding restructuring charges of $7 million and $3 million,
respectively.

"We achieved several important goals in the first quarter," said
Bob Bishop, chairman and chief executive officer.  "We grew
revenue from core products year over year, exceeded our margin
targets, secured new financing and are on-track with our
restructuring plans. We still have work to do, but we are making
progress."

Unrestricted cash, cash equivalents and marketable investments on
September 30, 2005 were $77 million as compared with $64 million
at the end of fiscal 2005.

Silicon Graphics, Inc. -- http://www.sgi.com/-- is a leader in  
high-performance computing, visualization and storage.  SGI's
vision is to provide technology that enables the most significant
scientific and creative breakthroughs of the 21st century.
Whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense or enabling the transition from
analog to digital broadcasting, SGI is dedicated to addressing the
next class of challenges for scientific, engineering and creative
users.


SOUNDVIEW HOME: Fitch Rates $24.7 Million Cert. Classes at Low-B
----------------------------------------------------------------
Soundview Home Loan Trust asset-backed certificates, series
2005-B, is rated by Fitch:

     -- $309.8 million class A 'AAA';
     -- $26.9 million class M-1 'AA+';
     -- $23.4 million class M-2 'AA+';
     -- $14.7 million class M-3 'AA+';
     -- $13.2 million class M-4 'AA';
     -- $11.7 million class M-5 'AA-';
     -- $10.9 million class M-6 'A+';
     -- $11.2 million class M-7 'A';
     -- $10.4 million class M-8 'A-';
     -- $9.7 million class M-9 'A-';
     -- $11.9 million class M-10 'BBB+' (144A);
     -- $8.2 million class M-11 'BBB' (144A);
     -- $11.2 million class M-12 'BBB-' (144A);
     -- $9.9 million class M-13 'BB+' (144A);
     -- $9.9 million class M-14 'BB-' (144A);
     -- $4.9 million class M-15 'B+' (144A).

The 'AAA' rating on the senior certificates reflects the 42.25%
total credit enhancement provided by the 5.40% class M-1, the
4.70% class M-2, the 2.95% class M-3, the 2.65% class M-4, the
2.35% class M-5, the 2.20% class M-6, the 2.25% class M-7, the
2.10% class M-8, the 1.95% class M-9, the 2.40% privately offered
class M-10, the 1.65% privately offered class M-11, the 2.25%
privately offered class M-12, the 2.00% privately offered class M-
13, the 2.00% privately offered class M-14, the 1.00% privately
offered class M-15, and the 4.40% initial and target
overcollateralization.  All certificates have the benefit of
monthly excess cash flow to absorb losses.

In addition, the ratings reflect the quality of the loans, the
integrity of the transaction's legal structure, as well as the
capabilities of Countrywide Home Loans Servicing, LP and GMAC
Mortgage Corporation as servicers and Deutsche Bank National Trust
Company, as Trustee.

The mortgage pool consists of fixed-rate, second lien, fully
amortizing and balloon payment mortgage loans with a cut-off date
pool balance of $498,588,323.  The weighted average loan rate is
approximately 10.411%.  The weighted average remaining term to
maturity is 270 months.  The average principal balance of the
loans is $47,584.  The weighted average combined loan-to-value
ratio is 99.30% and the weighted average Fair, Isaac & Co. score
is 642.  The properties are primarily located in California,
Florida and Texas.

All of the mortgage loans were purchased by Financial Asset
Securities Corp., the depositor, from Greenwich Capital Financial
Products, Inc., who previously acquired the mortgage loans from
Long Beach Mortgage Company, Countrywide Home Loans, Inc., New
Century Mortgage Corporation, WMC Mortgage Corp., Aames Capital
Corporation, Fremont Investment & Loan, and Meritage Mortgage
Corporation.


SS&C TECHNOLOGIES: Moody's Rates $205M Senior Sub. Notes at Caa1
----------------------------------------------------------------
Moody's Investors Service assigned to SS&C Technologies, Inc., a
B2 corporate family rating, B2 rating to its senior secured credit
facilities, and a Caa1 rating to its $205 million senior
subordinated notes.  Moody's also assigned an SGL-2 speculative
grade liquidity rating.  The ratings outlook is stable.  The net
proceeds of the $275 million term loan and $205 million senior
subordinated notes offering, along with $10 million of the senior
secured revolver, will be used to finance the $942 million
leveraged buyout of SS&C.  The transaction, pending shareholder
approval, also includes a relatively substantial $380 million cash
equity investment from the private equity investor group as well
as $165 million roll over equity from the company's founder and
CEO.

The B2 corporate family rating reflects SS&C's:

   * high debt leverage (6.6x 2005 pro forma EBITDA leverage
     ratio);

   * the modest size of its approximate $200 million pro forma
     revenue base;

   * its limited track record as a company of its current size and
     business composition; and

   * a competitive financial software landscape.

However, the rating also reflects the company's stability provided
by recurring revenues from:

   * long term software maintenance and outsourcing service
     contracts;

   * maintenance contract revenue retention rates in excess
     of 90%;

   * modest single client revenue concentration;

   * high operating margins; and

   * low requirements for working capital or capital expenditures.

The rating also considers the company's relatively good cash flow
generation and the expectation for moderate deleveraging in the
near term.

The B2 rating assigned to $350 million senior secured credit
facilities of SS&C Technologies, Inc. (U.S. borrower) and SS&C
Technologies Canada Corp (Canadian borrower) reflects the senior
position of the bank facilities (approximately $285 million bank
facilities will be outstanding following the transaction's
closing, comprised of $275 million term loan and $10 million
revolver) in the company's capital structure.  The B2 rating also
considers the significant proportion of the bank facilities in the
company's debt structure.  The Canadian facilities ($75 million
term loan and up to $10 million revolver) benefit from a secured
debt guarantee from both Canadian (domicile of FMC intellectual
property) and U.S. subsidiaries whereas the U.S. facilities
receive a secured guarantee from U.S. subsidiaries only.

The assigned Caa1 rating for the proposed $205 million senior
subordinated notes offering incorporates the contractual
subordination of the notes to the senior secured bank facilities.
The Caa1 senior subordinated rating reflects the likelihood that
this junior class of creditors would likely absorb a
disproportionately larger share of any credit losses in a distress
scenario.

Moody's evaluated SS&C in the context of its principal performance
and ratings drivers, including:

   1) Market Position.  SS&C is a small, financial institution
      software and outsourcing services provider, specializing in
      asset management solutions with fixed income, equity hedge
      fund, money market instruments, and other financial
      applications.  The company's competition from financial
      institutions and independent software vendors with
      significantly greater revenues and financial resources, in
      Moody's view, challenges SS&C's growing niche position as a
      provider of specialized services.  Through its recent $150
      million acquisition of the Financial Models Company in
      June 2005, SS&C has the opportunity to extend its core asset
      management software product, CAMRA, into broader
      institutional money management markets from its traditional
      application as a fixed income asset management tool for
      insurance companies.

   2) Revenue Concentration.  The company has low client
      concentration and moderate product concentration; its
      largest client provides approximately 4% of revenues and the
      ten largest clients collectively provide only about 20%.  
      The company's CAMRA, equity hedge fund software, money
      market instrument software, and related services provide a
      majority of its revenues.

   3) Acquisition Strategy.  Since fiscal year end 2003, primarily
      through acquisitions, the company has more than doubled its
      revenues and thus has a short track record as a company of
      its current size and composition.  Moody's expects SS&C will
      continue to augment its growth through acquisition.  The
      credit facilities allow for incremental borrowings, which,
      coupled with the company's free cash flows, should enable
      flexibility for further acquisitions.  The company has made
      seven acquisitions since January of 2002.

   4) Recurring Revenue.  A healthy 75% of the company's revenues
      come from recurring software maintenance and outsourcing
      revenues.  Because the company's maintenance contract
      retention rates have exceeded 90% for at least the past
      three years and outsourcing revenues by client are growing
      overall, the company is positioned to achieve continued
      organic revenue growth (currently approximating 10%).

   5) Debt Leverage.  The leveraged buyout results in substantial
      debt leverage, as measured by pro forma debt to EBITDA
      approximating 6.6x.  Because of the company's relatively
      modest requirements for capital expenditures, pro forma debt
      to EBITDA less capital expenditures is modestly higher
      at 7.1x.

   6) Liquidity.  The SGL-2 speculative grade liquidity rating
      recognizes the company's good liquidity provided by its
      secured revolving credit facilities, free cash flow, and its
      modest cash balance.  EBITDA, as defined in the credit
      facilities, includes pro forma expected acquisition
      earnings, adding headroom to the company's financial
      covenant requirements, enabling the company to draw up to
      the full amount of the revolver ($75 million less $10
      million drawn at closing) if necessary.  The company's high
      operating margins of about 30%, low capital expenditures,
      and modest working capital, support its relatively strong
      free cash flow; the company has generated between
      approximately $20 million and $30 million free cash flow per
      year since 2003.

The stable rating outlook anticipates continued organic revenue
and cash flow growth, with a potential for small acquisition
spending.

Upward rating pressure could result from continued evidence of
sustained organic revenue growth and high revenue retention rates
for the company from its current size and composition, such that
debt leverage as measured by debt to EBITDA less capital
expenditures falls below 5.0x.  Conversely, weakened organic
revenue growth, revenue retention rates, or a significant increase
in acquisition spending leading to debt to EBITDA exceeding 7.5x
could result in negative ratings pressure.

These ratings are assigned:

   * B2 Corporate Family Rating

   * B2 Rating for $350M Senior Secured Term Loan B and Revolving
     Credit Facilities due 2011 ($75M revolver) and 2012 ($275M
     Term Loan B)

   * Caa1 for $205M Senior Subordinated Notes due 2013

Headquartered in Windsor, Connecticut, SS&C Technologies, Inc.
provides software and outsourcing solutions for the financial
services industry.


STERLING FINANCIAL: Board Accelerates Stock Option Vesting
----------------------------------------------------------
Sterling Financial Corporation reported that the Management
Development and Compensation Committee of the Sterling Board of
Directors, at a meeting on Oct. 18, 2005, accelerated the vesting
of all unvested stock options granted to Sterling's employees in
2003 and 2004 under its 1996 Stock Incentive Plan.  In light of
new accounting regulations relating to stock options that will
take effect in January 2006, the committee took this action
because it will result in lower compensation expense in future
periods.

As a result of the acceleration of vesting of these options,
compensation expense totaling approximately $70,000 will be
included in Sterling's fourth quarter results of operations.

Under the recently issued Financial Accounting Standard Board
Statement No. 123, Share-Based Payment, as revised, Sterling will
be required to apply the expense recognition provisions under FAS
123R beginning with the first quarter of 2006.  As a result of the
acceleration, Sterling estimates that it will not be required to
recognize anticipated compensation expense relating to stock
options, net of taxes, of approximately $800,000 in 2006 and
approximately $100,000 in 2007.
   
In addition, later this quarter, Sterling will consider the
vesting of the remainder of its employees' unvested stock options
awarded in 2005 under its 1996 Stock Incentive Plan, after plan
mandated minimum vesting requirements have been met.  Such action
will depend upon market conditions, Sterling's stock price and
other factors.  At that time, the Management Development and
Compensation Committee may vote to accelerate the vesting of the
remaining 841,000 options, which have an average exercise price of
$20.94.

Sterling Financial Corporation of Spokane, Washington is a bank
holding company, which owns Sterling Savings Bank.  Sterling
Savings Bank is a Washington State-chartered, federally insured
commercial bank, which opened in April 1983 as a stock savings and
loan association.  Sterling Savings Bank, based in Spokane,
Washington, has financial service centers throughout Washington,
Oregon, Idaho and Montana.  Through Sterling Saving Bank's wholly
owned subsidiaries, Action Mortgage Company and INTERVEST-Mortgage
Investment Company, it operates loan production offices in
Washington, Oregon, Idaho, Montana, Arizona and California.  
Sterling Savings Bank's subsidiary Harbor Financial Services
provides non-bank investments, including mutual funds, variable
annuities and tax-deferred annuities and other investment products
through regional representatives throughout Sterling Savings
Bank's branch network.

                         *     *     *

As reported in the Troubled Company Reporter on June 22, 2005,   
Fitch Ratings has revised the Rating Outlook for Sterling   
Financial Corporation and Sterling Savings Bank to Positive from   
Stable.

The Outlook change reflects the continued progress that STSA has
made improving both its franchise as well as its balance sheet   
structure.  Through acquisitions, as well as organic growth, STSA   
has created a Pacific Northwest franchise with approximately $7.0   
billion in assets and 138 branches in four states.  Additionally,
the company has been transforming itself from a thrift to a more   
community banking oriented entity and, highlighting this   
transformation, has recently applied to change to a Washington   
state-chartered commercial bank charter.   

An improving level of earnings, strong asset quality, and stable   
levels of capitalization are the drivers of Fitch's Outlook   
revision.  The successful continuation of these trends and the   
additional accumulation of capital, specifically tangible common   
equity, remains an opportunity for a change in ratings.   

These ratings are affirmed by Fitch:  

   Sterling Financial Corporation  

     -- Long-term issuer 'BB+';  
     -- Short-term issuer 'B';  
     -- Individual rating 'C';  
     -- Support '5';  
     -- Outlook to Positive.  

   Sterling Savings Bank  

     -- Long-term deposit 'BBB-';  
     -- Short-term deposit 'F3';  
     -- Long-term issuer 'BB+';  
     -- Short-term issuer 'B';  
     -- Individual 'C';  
     -- Support '5';  
     -- Outlook to Positive.


TELTRONICS INC: Settles Litigation with Tri-Link & Hargan-Global
----------------------------------------------------------------
Teltronics, Inc., inked a settlement agreement with:

      * Tri-Link Technologies Inc., a Canadian corporation; and
      * Hargan-Global Ventures Inc., a Canadian corporation

under which (i) arbitration proceedings between the Company and
Tri-Link are resolved, (ii) litigation between the Company and
Hargan comes to an end, and (iii) the parties exchange mutual
releases.  

The Litigation arose out of the development of certain software
assets and purchase of the Software by the Company in 2003 for
cash and delivery by the Company of its promissory note in the
original principal amount of $2,250,000.

Pursuant to the Settlement Agreement:

   (1) the litigation was discontinued with prejudice;

   (2) the Company delivered to Tri-Link its promissory note in
       the principal amount of $750,000;

   (3) the Company paid Tri-Link $1,000,000;

   (4) the Company issued to Tri-Link an aggregate of 750,000
       restricted shares of its Common Stock, $0.001 par value;
       and

   (5) Tri-Link agreed to return the Original Note to the Company.

The Stock was not registered in reliance upon an exemption from
registration under Regulation D promulgated under the Securities
Act of 1933, as amended.

The cash delivered to Tri-Link by the Company was financed from a
$750,000 letter of credit previously delivered in February 2005 in
favor of Tri-Link as part of the Litigation and the proceeds of a
$250,000 borrowing by the Company from an affiliate controlled by
one of its director.

The New Note delivered to Tri-Link:

   -- requires monthly payments of principal and interest at an
      annual rate of eight percent;

   -- matures in October 2008;

   -- may be prepaid by the Company at any time; and

   -- is secured by a first lien on the Software.

The $250,000 Note:

   -- is unsecured;

   -- requires no payments of principal or interest until November
      2008 at which time interest accrued from October 2005 at the
      annual rate of 15% and the principal are due and payable;

   -- may be prepaid by the Company beginning in October 2006;
      and

   -- is convertible, at the option of the holder, into shares of
      the Company's common stock and shares of any existing or
      future preferred stock.

Teltronics, Inc. -- http://www.teltronics.com/-- is a leading   
global provider of communications solutions and services that help
businesses excel.  The Company manufactures telephone switching
systems and software for small-to-large size businesses,
government, and 911 public safety communications centers.
Teltronics offers a full suite of Contact Center solutions --  
software, services and support -- to help their clients satisfy
customer interactions.  Teltronics also provides remote
maintenance hardware and software solutions to help large
organizations and regional telephone companies effectively monitor
and maintain their voice and data networks.  The Company serves as
an electronic contract-manufacturing partner to customers in the
U.S. and overseas.

As of June 30, 2005, Teltronics' equity deficit narrowed to
$5,440,000 compared to a $6,044,000 deficit at Dec. 31, 2004.


THAXTON GROUP: Sues James T. Garrett for Breach of Contract
-----------------------------------------------------------
The Thaxton Group, Inc., and its debtor-affiliates launched an
adversary proceeding against Carolinas First Investments, Inc.,
and its principal shareholder, James T. Garrett, Jr., seeking to
avoid preferential transfers pursuant to section 547 and 550 of
the Bankruptcy Code and to recover damages from breaches of
contracts and torts.

The Debtors had historically relied on Carolinas and Mr. Garret to
conduct various note offerings because their own management lacked
any significant knowledge and experience of securities law.

Form 1998 to 2003, Carolinas served as the independent selling
agent for the notes offering and was obliged to ensure that the
offerings were conducted in compliance with applicable state and
federal laws.  Carolinas' responsibilities included monitoring all
sale activities related to the notes offering, conducting
independent suitability analyses of prospective purchasers and
approving note purchasers.

                        Breach of Contract

The Debtors allege that Carolinas and Mr. Garrett failed to meet
their obligations as independent contractors and breached their
representations in many material respects.  The Debtors blame
Carolinas and Mr. Garrett for the numerous federal and state
investigations and charges they have faced in connection with the
note offerings.

The Debtors claim that Carolinas and Mr. Garrett breached their
contractual obligations by:

    -- making statements about the Debtor that were unauthorized
       and were not contained in the offering documents; and  

    -- failing to develop and implement a plan to determine and
       document suitability satisfactory to certain regulators,
       and failing to monitor the suitability of individual note
       purchasers;

                         Insider Trading

Apart from accusations of misrepresentation and negligence, the
Debtors also accuse Mr. Garrett of relying on insider information
to redeem notes immediately prior to suspension of the 2002 notes
offering.  

The Debtors further claim that Mr. Garrett passed on the same
information to his friends and business associates, allowing these
individuals to recover their money prior to the suspension to the
disadvantage of other creditors.

Carolinas and Mr. Garrett's actions violate the South Carolina
Unfair Trade Practices Act, and because the conduct was willful,
the Debtors say that they are entitled to an award three times the
actual damages proved at trial.

                         Carolinas' Claims

Carolinas and Mr. Garrett had asserted several claims, aggregating
approximately $120,000, against the Debtors' estates.  The Debtors
say the Bankruptcy Court should disallows these claims because
both Carolinas and Mr. Garrett are persons from which property is
recoverable under the Bankruptcy Code.

In addition, the Debtors also want to avoid and recover alleged
preferential transfers made to Carolinas itemized on lists
available at no charge at http://bankrupt.com/misc/ExA.pdfand  
http://bankrupt.com/misc/ExB.pdf

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  Michael G.
Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $206 million in assets and $242 million in
debts.


TORCH OFFSHORE: Wants to Allocate Sale Proceeds to Secured Lenders
------------------------------------------------------------------
Torch Offshore, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
approval to allocate the sale proceeds of their vessels to Cal
Dive International, Inc., to their secured lenders less the amount
for payment of possibly priming liens and secured claims against
the proceeds.

As previously reported in the Troubled Company Reporter on
September 2, 2005, both parties entered an asset purchase
agreement.  Under the terms of the purchase agreement Cal Dive
paid a consideration of $85 million for:

   -- two shelf pipelay barges;  
   -- four shelf diving vessels;  
   -- the deepwater pipelay vessel Midnight Express; and  
   -- a portable saturation diving system,  

together with all equipment, inventory, intellectual property and  
other assets related to the operations of the vessels.

The Debtors and their secured lenders, Regions Bank and Export
Development Canada, believe that few, if any, of the maritime lien
and related claims against the vessels sold to Cal Dive prime the
claims and interests of the secured lenders.

However, the Debtors and their professionals have not been able to
conduct a review of the asserted liens and secured interests to
determine whether said liens and secured interests prime the
claims and interests of the secured lenders.

Accordingly, the Debtors further ask the Court:

   a) to estimate the necessary escrow for payment of possibly
      priming liens and secured claims against the proceeds is no
      more than $7.5 million; and

   b) for permission to retain the escrow amount for payment of
      possibly priming liens and secured claims against the
      proceeds in the existing debtor-in-possession account at
      Regions Bank and Export Development Canada until the
      asserted liens and secured claims are resolved.

                 Maritime Lien Holders' Objection

Abdon Callais Offshore, LLC, International Paint, Inc., and
O.W.I., Limited objects to the Debtors' requests.  The lien
holders relate to the Court that although the Debtor estimates the
total amount of maritime lien claims is approximately $7.5
million, there is no showing of how the Debtors arrived at that
figure and no evidence the estimate is accurate.

The Court, the lien holders say, should not risk disbursing any
funds to the conventional secured lenders, Regions Bank, whose
claims are junior to certain of the maritime lien claimants.

Accordingly, they ask the Court to reject the distribution of any
sale proceeds until all maritime claims have been compromised,
tired or resolved.  As an alternative, the Court should require
the Debtor to introduce evidence for its estimate of maritime lien
claims.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  When the Debtors filed for protection from their
creditors, they listed $201,692,648 in total assets and
$145,355,898 in total debts.


TOWER AUTOMOTIVE: Court Okays Retiree Panel Appointment Process
---------------------------------------------------------------
As previously reported, Tower Automotive Inc. and its debtor-
affiliates have recently completed a long-term business plan that
seeks to address many of the issues that plague their ongoing
operations.

However, to ensure that the business plan is successful, the  
Debtors have determined that they must significantly reduce the  
cost of medical benefits for their 2,180 retirees who are  
receiving benefits under company-sponsored plans and collective  
bargaining agreements.

The Debtors asked U.S. Bankruptcy Court for the Southern District
of New York to approve these procedures for the appointment of the
Retiree Committee:

   (1) Within three days of the entry of a Court order approving
       the proposed procedures for the establishment of the
       Retiree Committee, the Debtors will contact retired
       employees to solicit those who would be interested in
       serving on the Retiree Committee through any means
       necessary.  Those who are interested in serving on the
       Retiree Committee should complete a questionnaire and
       submit it no later than October 26, 2005;

   (2) No later than October 31, 2005, the Debtors, in
       consultation with the U.S. Trustee, will file a report
       listing all those retired individuals who have volunteered
       to serve on the Retiree Committee, together with the
       questionnaires completed by those individuals.  The Report
       will be served on the Creditors' Committee, the Debtors'
       unions, and all individuals who have volunteered to serve
       on the Retiree Committee;

   (3) No later than November 4, 2005, the parties may file a
       response to the Report and take any position that they
       deem appropriate, including their views on the propriety
       of the size, composition, and membership of the Retiree
       Committee, or the individuals who are more or less
       appropriate to serve on it; and

   (4) On November 8, 2005, or at the Court's earliest
       convenience, the Court will conduct a follow-up hearing on
       the Debtors' request and appoint the members of the
       Retiree Committee, after which the Debtors will
       immediately begin the negotiation process under Section
       1114 by distributing their proposed modifications as well
       as the information relevant to evaluate its proposals to
       the Retiree Committee.

Judge Gropper directs the Debtors to immediately contact the  
retired employees to solicit those who would be interested in  
serving on the Retiree Committee.  Any interested retirees are  
required to complete the questionnaire provided to them and  
submit it to the Debtors by October 26, 2005.

Judge Gropper further directs the Debtors to prepare and file by
October 31, 2005, a report of all retired employees who have  
volunteered to serve on the Retiree Committee.

The Court will convene a hearing on November 8, 2005, at 11:00  
a.m., to determine which of the retirees will be appointed on the  
Retiree Committee.

The Retiree Committee will serve as the sole authorized  
representative under Section 1114 of the Bankruptcy Code of  
those persons receiving any retiree benefits:

   * not covered by the Debtors' collective bargaining agreement;
     or

   * covered by any collective bargaining agreement where the
     labor organization that is a signatory to that CBA elects
     not to serve as the authorized representative.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and   
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Court Approves HIPAA-Protected Info Disclosure
----------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates plan to commence
negotiations in the near future with the authorized
representatives of their various retiree constituencies pursuant
to Sections 1114(c) and (d) of the Bankruptcy Code.  As part of
this process, the Debtors are required to provide the Authorized
Retiree Representatives with relevant information that is
necessary to evaluate the Debtors' proposal to modify retiree
benefits.

However, some of the relevant information the Debtors may provide
to the Authorized Retiree Representatives may be private,
confidential, and protected from disclosure under the Health
Insurance Portability and Accountability Act of 1996, but which
may be relevant to the Authorized Retiree Representatives'
consideration of the Debtors' proposed changes to the retiree
health benefits.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in New
York, notes that the Debtors and third-party administrators of
the Debtors' benefit programs generally cannot disclose
"protected health information" without the individual
participants' authorization.  Nonetheless, HIPAA Privacy
Regulations permit discovery of PHI so long as the Court
prohibits disclosure of the Requested Information outside of the
litigation and requires its return once the judicial proceedings
are concluded.

The U.S. Bankruptcy Court for the Southern District of New York
permitted the Debtors to disclose the Requested Information to the
Authorized Retiree Representatives to the extent necessary to
preserve the privacy interests of the participants in the
information, and without unduly impairing the public's right to be
informed of the proceedings.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Foley & Lardner Approved as Labor Counsel
-----------------------------------------------------------
As previously reported, Tower Automotive Inc. and its
debtor-affiliates intend to engage in negotiations with various
constituents regarding labor-related concessions that they believe
are necessary to increase the probability of a successful
reorganization of their businesses.

Accordingly, the Debtors sought and obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Foley & Lardner LLP as special labor negotiation counsel,
effective as of September 9, 2005.

Foley & Lardner will perform certain targeted and limited legal
services in the form of direct support to the Debtors' ongoing
labor negotiations during their Chapter 11 cases.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in New
York, informs the Court that Foley & Lardner has significant
experience in all aspects of labor and employment law and related
labor negotiations, and has been engaged to provide similar
advice to that requested by the Debtors in other large and
complex matters.  Thus, the Debtors believe that the firm is well
qualified to act on their behalf given its extensive knowledge
and expertise in the specific field in which it is to be
employed.

In exchange for its services, the Debtors will pay Foley &
Lardner in accordance with its customary hourly rates:

      Partners                              $760
      Junior Associates                     $215
      Paraprofessionals               $65 - $250

The Debtors will also reimburse Foley & Lardner for necessary
costs and expenses incurred in connection with its services.

The Debtors believe that Foley & Lardner may constitute an
ordinary course professional.  However, the Debtors have decided
to employ the firm under Section 327(e) of the Bankruptcy Code
due, in part, to the expected concentration of the firm's
services over a short period of time, which may result in monthly
fees that exceed the monthly fee cap prescribed by the Court's
March 16, 2005, order authorizing the Debtors to employ and
compensate professionals utilized in the ordinary course of
businesses.

Nevertheless, the Debtors expect that, despite the expected
short-term concentration of Foley & Lardner's services, the
firm's aggregate fees will not exceed the overall case cap under
the OCP Order.

Steven H. Hilfinger, Esq., a partner at Foley & Lardner, assured
Judge Gropper that the firm does not:

   -- hold or represent any interest adverse to the Debtors or
      their Chapter 11 estates with respect to labor negotiation
      matters for which the firm is to be employed; and

   -- have any connection with the United States Trustee, or any
      of its employees.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TRAVERSE BAY: S&P Assigns B Rating to $195 Million Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Harbor Springs, Michigan-based Little Traverse Bay Band of Odawa
Indians' $195 million senior notes due 2013.  At the same time,
Standard & Poor's assigned its 'B' issuer credit rating to the
Tribe.  The outlook is negative.

The ratings on the Tribe reflect very high leverage during the
construction period of the Tribe's expansion project, a narrow
gaming operation, a competitive marketplace that is facing
additional intermediate-term gaming supply, and challenges
managing a larger gaming facility.  These are only partially
tempered by the escrowing of the first four interest payments on
the notes, totaling $33 million, and stable cash flow from the
existing gaming facility.

The Tribe owns and operates Victories Casino in Michigan's
northwest Lower Peninsula, in Petoskey.  Victories has about 1,080
slot machines, 14 table games, about 850 parking spaces and other
amenities, and serves predominately local patrons from the
surrounding area.  The Tribe also owns Victories Hotel, which
represents a small percentage of the Tribe's total revenues.  
Gaming revenues totaled $58 million in the 12 months ended June
2005 and represented a high percentage of the Tribe's total
revenues.

The Tribe is spending about $200 million to build a new Victories
gaming and entertainment resort, which will expand the gaming
space to 50,000 sq. ft., the slot machine count to 1,500, add an
11-story luxury hotel tower with 227 rooms, including 37 suites,
and add a new parking structure, restaurants and other amenities.  

Standard & Poor's expects the quality of the new Victories
facility to exceed that of other facilities in the surrounding
market, and that there would be no disruption to existing gaming
operations from the expansion.  The new Victories resort is
expected to open in the second quarter of 2007.

"Population demographics and win per unit statistics suggest that
it may be difficult for Victories' marketplace to absorb a
moderate amount of additional supply of slot machines.  Given the
size of the Tribe's investment, returns on investment could be
challenged," said Standard & Poor's credit analyst Emile Courtney.  

Success of the expansion will rely on the property attracting
additional visitors beyond the primary market, which is
within 25 miles of the facility.


TRUDY DEVELOPMENT: Taps Robinson Brog as General & Corp. Counsel
----------------------------------------------------------------
Trudy Development LLC asks the Hon. Allan L. Gropper of the United
States Bankruptcy Court Southern District of New York for
permission to retain Robinson Brog Leinwand Greene Genovese &
Gluck P.C. as its general and corporate counsel.

Robinson Brog will:

  (a) provide advice to the Debtor with respect to its powers
      and duties under the Bankruptcy Code in the continued
      operation of its business and the management of its
      property;

  (b) negotiate with the Debtor's creditors, preparing a plan of       
      reorganization and taking the necessary legal steps to
      consummate a plan, including, if necessary, negotiations
      with respect to financing a plan;

  (c) appear before the various taxing authorities to
      work out a plan to pay taxes owing in installments;

  (d) prepare on the Debtor's behalf necessary applications,
      motions, answers, replies, discovery requests, forms of
      orders, reports and other pleadings and legal documents;

  (e) appear before this Court to protect the interests
      of the Debtor and its estate, and representing the
      Debtor in all matters pending before this Court; and

  (f) perform all other necessary legal services for the Debtor.

Robert R. Leinwand, Esq., disclosed his Firm's professionals bill:

                Designation        Hourly Rate
                -----------        -----------
                Partner            $240 - $445
                Associate          $190 - $280
                Paralegal             $125
                   
The Firm received a $25,000 prepetition retainer from
Starr Road Development LLC, an equity security holder of the
Debtor.

To the best of the Debtor's knowledge, Robinson Brog is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

Headquartered in New York City, New York, Trudy Development LLC,
aka Roxanne Development LLC, filed for chapter 11 protection on
Sept. 16, 2005 (Bankr. S.D.N.Y Case No. 05-18135).  When the
Debtor filed for protection from its creditors, it listed total
assets of $83,402,206 and total debts of $3,175,000.


USG CORPORATION: Earns $158 Million of Net Income in Third Quarter
------------------------------------------------------------------
USG Corporation (NYSE: USG) reported third quarter 2005 net sales
of $1.34 billion, a record for any quarter in USG's history, and
net earnings of $158 million.  Net sales increased $169 million
while net earnings increased $68 million compared with the third
quarter of last year.  Results were stronger in all business
segments, with record product shipments in the domestic wallboard
business, higher profits in the worldwide ceilings business and
double-digit percentage increases in sales and profits in the
distribution business.

"We are pleased with the solid results achieved by all our
businesses," said William C. Foote, USG Corporation Chairman, CEO
and President.  "Demand for our products remains strong and our
strategic initiatives are succeeding.  Our new capacity and
products will better serve our customers as they strengthen and
expand our operations.  Combined with our cost reduction programs,
these initiatives should position us for continued profitable
growth.

"For the balance of the year, we are optimistic that conditions
will remain positive for housing, our largest market; however, the
operating environment still poses challenges, including persistent
energy and raw material cost pressures," Mr. Foote explained. "We
will continue to manage these challenges and implement our
strategies.

"In keeping with our strategy of profitable growth," Mr. Foote
continued, "in the third quarter, United States Gypsum Company
announced plans to build a new low-cost gypsum wallboard plant in
Washingtonville, Pennsylvania.  When construction is completed in
2008, the new plant will enable the company to keep pace with
strong customer demand and strengthen the company's leadership
position in the growing Northeast market."

Net sales for the first nine months of 2005 were $3.80 billion, a
record for any nine-month period in the Corporation's history,
versus net sales of $3.34 billion for the same period in 2004.  
Net earnings for the first nine months were $345 million, compared
with $227 million for that period last year.

                      North American Gypsum

USG's North American Gypsum business recorded net sales of
$842 million in the third quarter of 2005, an increase of
$134 million over the same period a year ago.  Operating profit
rose 43% to $179 million in the third quarter, compared with
$125 million in last year's third quarter.

United States Gypsum Company realized third quarter 2005 net sales
of $755 million and operating profit of $153 million.  This
strong performance compares with third quarter 2004 net sales of
$638 million operating profit of $103 million.  The increased
profitability was largely due to higher selling prices and record
shipments for Sheetrock(R) Brand gypsum wallboard.  Record
shipments and higher selling prices were also realized for
Sheetrock Brand joint treatment products and for Fiberock(R) Brand
gypsum fiber panels.  These results were partially offset by
higher manufacturing costs.

U.S. Gypsum's nationwide average realized price for Sheetrock
Brand gypsum wallboard was $147.85 per thousand square feet
during the third quarter, an increase of 15% compared with the
$128.65 attained in third quarter last year and $9.57 higher than
in the second quarter of this year.  The higher third quarter
selling prices reflect strong demand for gypsum wallboard and high
company and industry capacity utilization rates.

U.S. Gypsum's Sheetrock Brand gypsum wallboard shipments were at a
record level for any quarter in U.S. Gypsum's history.  U.S.
Gypsum shipped 2.9 billion square feet of wallboard, 7% higher
than the previous record of 2.7 billion square feet shipped in the
third quarter last year.  For the first nine months of 2005,
shipments totaled 8.5 billion square feet, up 3% from the same
period last year.  Shipments are expected to remain at relatively
high levels through the remainder of the year. U.S. Gypsum's
operating profit in the quarter was negatively affected by higher
manufacturing costs driven by higher prices for energy and raw
materials.

Recent hurricanes in the Gulf Coast region caused a minor
disruption to U.S. Gypsum's operations.  Its New Orleans,
Louisiana, facility, which produces gypsum wallboard and cement
board products, has been temporarily closed due to damage
sustained as a result of Hurricane Katrina.  Currently, the
company is unable to estimate when the New Orleans plant will
resume full operations.  In the interim, wallboard manufacturing
facilities in Alabama and Texas will help make up for the idled
wallboard production capacity at the New Orleans facility.
Similarly, facilities in California, Michigan and Maryland will
help alleviate the shortfall in production of Durock(R) Brand
cement board products.

The gypsum business of Canada-based CGC Inc. reported third
quarter 2005 net sales of $81 million, which was $8 million higher
than last year's third quarter.  Operating profit of $12 million
was the same as in the third quarter of 2004.  Improvements in
gypsum wallboard pricing, as well as the favorable effects of
currency translation, were offset by higher manufacturing costs
related to energy and raw material prices.

                       Worldwide Ceilings

USG's worldwide ceilings business recorded net sales of
$181 million and operating profit of $18 million in the third
quarter. This compared with net sales and operating profit of
$168 million and $14 million, respectively, in the third quarter
of 2004.

USG Interiors, Inc., USG's domestic ceilings business, reported
third quarter sales of $124 million and operating profit of
$13 million.  Net sales increased $6 million, while operating
profit improved $4 million compared with the third quarter last
year.  Factors contributing to the improvement in USG Interiors'
results include higher selling prices for ceiling tile and higher
shipments of ceiling grid.  These improvements were partially
offset by higher energy and raw material costs.

USG International reported net sales of $56 million and operating
profit of $3 million in the third quarter of 2005.  This compared
with net sales of $50 million and operating profit of $4 million
for the same period a year ago.  Net sales increased 12% primarily
due to increased demand in the Pacific region, Europe and Latin
America.  The decline in operating profit primarily reflects
higher prices for steel used in manufacturing ceiling grid in
Europe.

The ceilings division of Canada-based CGC Inc. reported net sales
of $13 million and operating profit of $2 million in the quarter.
For the same period a year ago, net sales were $12 million and
operating profit was $1 million.  These results primarily reflect
improved pricing and increased shipments of ceiling grid, as well
as the favorable effects of currency translation.

                Building Products Distribution

Third quarter 2005 net sales and operating profit for L&W Supply
Corporation, USG's building products distribution business, were
the highest for any quarter in its history.  Net sales of
$544 million represented a 16% increase versus the third quarter
of 2004, while operating profit rose 32% to $41 million.  These
results were primarily attributable to record shipments of gypsum
wallboard, which were up 12% versus the third quarter of 2004.
Third quarter results also reflected improved selling prices for
gypsum wallboard, which increased 16%.

                  Other Consolidated Information

Third quarter 2005 selling and administrative expenses totaled $88
million, an increase of $6 million versus the third quarter of
2004.  The increase primarily reflects higher compensation and
benefits, including retention and incentive compensation, and
higher funding for marketing and growth initiatives.  Selling and
administrative expenses totaled $264 million for the first nine
months of 2005, compared to $238 million for the same period a
year ago. Selling expenses was 6.5% of net sales in the third
quarter of 2005 and administrative expenses was 6.9 % of net sales
in the first nine months of 2005.  This compares with 7.0% of net
sales in the third quarter of 2004 and 7.1% of net sales in the
first nine months of 2004.

USG reported Chapter 11 reorganization expenses of $2 million in
the third quarter of 2005, compared with $4 million in last year's
third quarter, a favorable change of $2 million.  For the third
quarter of 2005, this consisted of $11 million of legal and
financial advisory fees, partially offset by $9 million of
interest income earned by the USG entities in Chapter 11.  In the
same period a year ago, USG incurred $7 million in legal and
financial advisory fees, partially offset by $3 million in
bankruptcy-related interest income.  Under SOP 90-7, interest
income on USG's bankruptcy-related cash is offset against Chapter
11 reorganization expenses.

Interest expense of $1 million was reported in the third quarter
of 2005, compared with $2 million in the same period a year ago.
Interest expense for the first nine months of 2005 was unchanged
at $4 million, compared with the same period last year.  Under
AICPA Statement of Position 90-7, "Financial Reporting by Entities
in Reorganization under the Bankruptcy Code," virtually all of
USG's outstanding debt is classified as liabilities subject to
compromise, and interest expense on this debt has not been accrued
or recorded since USG's bankruptcy filing.

As previously disclosed, during the third quarter of 2005, the
Internal Revenue Service completed its audit of the Corporation's
federal income tax returns for the years 2000 through 2002.  As a
result of the audit, the Corporation's income tax provision was
reduced and consolidated net income net income increased by
$25 million in the third quarter.

As of September 30, 2005, USG had $1.48 billion of cash, cash
equivalents, restricted cash and marketable securities on a
consolidated basis, up from $1.29 billion as of June 30, 2005, and
$1.25 billion as of December 31, 2004.  Capital expenditures for
the third quarter and first nine months of 2005 were $49 million
and $125 million, respectively.  Expenditures for the same periods
last year were $33 million and $80 million, respectively.

               Chapter 11 Reorganization Update

USG Corporation and its principal domestic subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
United States Bankruptcy Code on June 25, 2001.  This action was
taken to resolve asbestos claims in a fair and equitable manner,
protect the long-term value of the businesses and maintain their
market leadership positions.

At a hearing on October 6, 2005, U.S. District Court Judge Joy
Flowers Conti, who is hearing the asbestos personal injury
estimation matters in the Debtors' bankruptcy cases, set a
discovery cutoff date of June 30, 2006 for fact discovery related
to the estimation of asbestos liabilities.  This cutoff will be
followed by a period for discovery of expert witnesses and an
estimation hearing.  A date for the estimation hearing has not
been set.

Additional information regarding the progress of the bankruptcy as
well as the risks, uncertainties and possible consequences for
creditors and investors, is disclosed by USG on forms 10-K, 10-Q
and 8-K filed with the Securities and Exchange Commission.

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.


VARIG S.A.: BNDES Offers Alternative $62 Million Financing
----------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social, Brazil's
government-run national development bank, submitted an alternate
financing proposal that will provide VARIG S.A., with at least
$62,000,000 in immediate financing, VARIG's counsel, Rick B.
Antonoff, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New
York, reports.  

The BNDES Proposal was presented at a meeting of VARIG creditors
on October 19, 2005, in Rio de Janeiro, Brazil.

Upon approval by creditors, BNDES will provide the Foreign Debtors
immediate access to at least $62,000,000 in the form of a loan
secured by VARIG's interest in Varig Logistica S.A. and Varig
Engineering and Maintenance.  Mr. Antonoff says the amount will be
earmarked to cure VARIG's postpetition lease arrearages on
aircraft retained by the Foreign Debtors.

BNDES will conduct due diligence to determine the precise value of
VarigLog and VEM.  Should the ascertained value exceed the
$62,000,000, BNDES will provide the necessary additional funding.

VARIG and UBS Investment Bank, the airline's financial advisor,
estimate that as of October 20, 2005, the aggregate amount of
VARIG' post-June 17, 2005 arrearages on aircraft and engine leases
is approximately $62,000,000.

VARIG is presently analyzing whether to terminate certain aircraft
leases.  The airline believes the BNDES financing will be
sufficient to cure arrearages on retained aircraft.

Mr. Antonoff relates that the October 19 meeting has been
adjourned until October 26, 2005, to permit creditors to consider
the BNDES Proposal prior to making a recommendation to the
Brazilian Reorganization Court.

VARIG expects the Brazilian Court to rule on its financing
transaction with MatlinPatterson Global Advisors LLC and the BNDES
Proposal shortly after the creditor meeting.

                    Creditors Shun Matlin Deal

Mr. Antonoff also discloses that the Matlin Transaction has been
extended through October 22, 2005.

VARIG informed creditors at the October 19 meeting that it paid
$2,500,000 to extend the drop-dead date of the Matlin deal.

The Matlin deal, however, has not gained substantial support from
creditors due to "politically motivated opposition" by certain
government and labor creditor constituencies, Mr. Antonoff says.

"It is anticipated that one or more investors will be
incorporated as part of the BNDES Proposal, and that the proposal
will enjoy substantial creditor support. . . . A number of
investors have expressed an interest in the BNDES Proposal over
the past several days," according to Mr. Antonoff.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VARIG S.A.: GECAS Appeals Court's Order to Return Receivables
-------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 11, 2005,
Vicente Cervo and Eduardo Zerwes, the Foreign Representatives
appointed in the reorganization proceedings of VARIG S.A. and its
debtor-affiliates, alleged that GE Commercial Aviation Services,
LLC, wrongfully instructed JPMorgan Chase Bank, NA, to distribute
funds out of the Foreign Debtors' JPMorgan account as accelerated
payment of a prepetition debt.

In accordance with the instructions in the Default Notice from
GECAS, yet without notice to the Foreign Debtors, JPMorgan wired
$5,076,961 to GE Commercial.  The total amount disbursed by
JPMorgan constituted the proceeds of the Foreign Debtors' accounts
receivable

In response to the Debtors' complaint, Judge Luiz Roberto Ayoub of
the 8th Corporate Court of the District of Rio de Janeiro, Brazil,
directed GECAS to abstain from transferring the amounts derived
from the liquidation of the VARIG group's receivables and to
return the amounts transferred as of the Petition Date

                         GE Responds

GECAS, contends that the process followed by the Brazilian
Reorganization Court violated several basic constitutional
principles and federal statutory provisions of the Brazilian legal
system, which are designed to guaranty a party due process of the
law.

Accordingly, GECAS took an appeal from the Brazilian Court order
to the State of Rio de Janeiro Court of Justice on October 6,
2005.

GECAS wants the Appellate Court to overturn the Reorganization
Court's Decision as null and void on these grounds:

   1.  Once GECAS requested the opportunity to file its
       opposition and the request was granted by the Brazilian
       Court, no decision may be validly rendered without giving
       appropriate consideration to the responsive pleading.

       Luis Fernando Valente de Paiva, Esq., at Pinheiro Neto
       Advogados, notes that notwithstanding Judge Macedo's
       involvement in the VARIG case, Judge Luiz Roberto Ayoub,
       one of the three additional judges appointed to assist
       Judge Macedo, issued an ex parte decision granting the
       Foreign Debtors' request.  Judge Ayoub disregarded (i)
       clarifications by the IATA/BSP Brazil that it has no
       relationship to the agreements among GECAS, the Creditors
       and the Foreign Debtors, and as a result any notice should
       be sent to the appropriate IATA entity; (ii) his previous
       ruling that the relevant case records be sent to the
       Public Prosecutor Office for opinion prior to the issuance
       of any judgment; and (iii) GECAS' opposition.

       Mr. Paiva says Brazilian courts are supposed to make
       reference to all responsive pleadings considered when
       issuing a decision.  Article 458 of the Brazilian Code of
       Civil Procedure sets forth that a judgment must report the
       names of the parties, a summary of the pleading and the
       opposition of the defendant, as well as the governing
       facts and events that have occurred in order to be
       enforceable.  The Decision is devoid of any reference to
       GECAS' opposition and arguments.

   2.  The parties should have received equal treatment by the
       Brazilian Reorganization Court and the constitutional
       guaranty of the equal distribution of rights and
       privileges.  GECAS wasn't notified that the Foreign
       Debtors filed petitions on September 9 and 20.  Mr. Paiva
       also contends it is clear that the Reorganization Court
       reviewed the petitions filed by Foreign Debtors, but did
       not provide the same treatment to GECAS and the Creditors
       insofar as GECAS' opposition was apparently not
       considered by Judge Ayoub in rendering the Decision.

   3.  Pursuant to Article 398 of the Brazilian Code of Civil
       Procedure, whenever a party files any document or evidence
       in court, the presiding judge must necessarily permit the
       other party as regards the document to file a response and
       evidence within five days.  According to Mr. Paiva, GECAS
       was already a party to the Reorganization Proceedings by
       means of the petition filed on September 13 and opposition
       filed on September 20.  Hence, the Reorganization Court
       certainly was aware of GECAS' involvement in the case and
       was obliged to hear GECAS within five days before
       rendering the Decision, which was not what occurred.

   4.  The Public Prosecutor Office was ordered to render an
       opinion on the Foreign Debtors' request.  Not only has no
       PPO opinion been issued, but the case records have never
       been remitted to the PPO, a violation of Judge Ayoub's
       previous ruling.  Consequently, Mr. Paiva asserts, an
       error in procedendo has occurred in violation of the
       Reorganization Court's decree to the detriment of GECAS
       and Creditors, and constitutes grounds for nullity of the
       Decision.

   5.  Although governed by four different judges, the Foreign
       Debtors' Reorganization Proceedings is processed before
       the Reorganization Court, which is unique and indivisible
       pursuant to Article 132 of the CCP.  Therefore, one judge
       must necessarily obey and comply with any and all orders
       issued by another judge ruling on the same case, it being
       understood that any judges cannot revisit issues that have
       already been decided by another judge, pursuant to
       Articles 471 and 473 of the CCP.  Mr. Paiva says the
       constitutional rights of due process of law, full defense
       and adversary proceeding assured to GECAS cannot be
       violated and GECAS cannot be penalized and prejudiced by
       the judges' lack of communication or the lack of
       organization by the Court Office or Officers.

   6.  Under Articles 88 and 89 of the CCP, the Brazilian
       Judiciary Branch does not have jurisdiction to consider
       the Foreign Debtors' request as (i) the defendants are not
       domiciled in Brazil -- as under Brazilian law doing
       business in Brazil does not subject an entity to the
       jurisdiction local courts; (ii) the obligation is not
       governed by Brazilian law under the terms of the contract;
       and (iii) the pleading does not arise from fact or act
       that took place in Brazil.  Accordingly, the provisions
       of the CCP and Article 5th, LII of the Brazilian
       Constitution -- no one will be sued or sentenced except
       for the competent authority -- have been violated by the
       Decision.

   7.  The Foreign Debtors commenced a turnover action
       improperly.  The Foreign Debtors are required to file a
       separate ordinary autonomous motion or law suits
       contemplating the turnover of funds received by GECAS from
       JPMorgan Chase Bank, N.A., whereupon the defendants would
       be summoned to present proper defense and evidence.
       Mr. Paiva observes that the Foreign Debtors submitted
       merely a petition in the Reorganization Proceedings, and
       GECAS was not granted any opportunity to file a defense.

                         *     *     *

The Brazilian Appellate Court denies GECAS' request to stay the
Decision pending appeal.  Judge Paulo Mauricio Pereira finds that
there was no risk of damages that are "serious and difficult to
repair" to the Appellants since the Reorganization Court's
Decision did not order JPMorgan to turnover any cash collateral
currently in its possession to the Foreign Debtors.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VITAMIN SHOPPE: S&P Rates Proposed $165M Sr. Sec. Notes at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and a
recovery rating of '2' to Vitamin Shoppe Industries Inc.'s
proposed $165 million second-lien senior secured notes due 2012,
to be issued privately under Rule 144A with registration rights.

"These ratings indicate Standard & Poor's expectations for
substantial recovery in the event of payment default," said
Standard & Poor's credit analyst Kristi Broderick.  Proceeds from
the offering, along with a portion of a new $50 million asset-
based revolving facility, will be used to refinance existing debt.  
When the transaction is complete, the 'B+' rating on Vitamin
Shoppe's existing bank loan will be withdrawn.

Standard & Poor's also affirmed its 'B+' corporate credit rating
on North Bergen, New Jersey-based Vitamin Shoppe.  The outlook is
negative.

The ratings on Vitamin Shoppe reflect the company's small size in
the highly competitive and fragmented retail vitamin industry, its
narrow product focus, its high leverage, and the risks associated
with its rapid store expansion.

With about 270 retail stores across 27 states, a nationally
circulated catalog and a Web site, Vitamin Shoppe is a small but
growing player in the highly competitive and fragmented         
$20 billion U.S. dietary supplements industry.  The company
competes directly with specialty retailers General Nutrition
Centers Inc. and Vitamin World; local health food stores, which
also target sophisticated vitamin, mineral, and supplements users;
drugstores; supermarkets; mass merchants; direct-sales companies;
and catalog and Internet companies.


WHITING PETROLEUM: Earns $33.3 Mil. of Net Income in Third Quarter
------------------------------------------------------------------
Whiting Petroleum Corporation (NYSE: WLL) reported record
quarterly net income of $33.3 million on total revenues of $139.8
million for the three months ended September 30, 2005.  This
compares to third quarter 2004 net income of $14.3 million on
total revenues of $67.3 million.  The improvements were primarily
due to greater production volumes as a result of the Company's
active acquisition program during the past 12 months as well as to
higher commodity price realizations.  Discretionary cash flow in
the third quarter of 2005 totaled $80.0 million, representing a
114% increase over the $37.4 million reported for the same period
in 2004.  

James J. Volker, Whiting's Chairman, President and CEO, commented,
"We're pleased with our third quarter results, and we expect to
have a strong fourth quarter finish to 2005.  The recent Celero
property acquisitions helped us meet one of our intermediate goals
of establishing a five-year-plus inventory of drilling
opportunities.  We believe we are now in a position to capitalize
on these opportunities to grow our production through the drill
bit.  For example, due to drilling activities, production from the
North Ward Estes field and ancillary properties has increased 62%
over the past nine months to an average of 5,780 barrels of oil
equivalent per day in September 2005.  At the same time, we will
continue to look at potential acquisitions that would strengthen
our position in areas where we have established operations."

Third quarter earnings brought net income in the first nine months
of 2005 to a record $83.6 million, a 124% increase over $37.4
million in the comparable 2004 period.  Total revenues in the
first nine months of 2005 were $354.5 million, more than double
the $168.7 million generated in the first nine months of
2004.  Discretionary cash flow in the first nine months of 2005
was up 116% to $210.2 million from $97.2 million in the same
period in 2004.

Whiting Petroleum Corporation -- http://www.whiting.com/-- is a  
growing energy company based in Denver, Colorado.  Whiting
Petroleum Corporation is a holding company engaged in oil and
natural gas acquisition, exploitation, exploration and production
activities primarily in the Rocky Mountains, Permian Basin, Gulf
Coast, Michigan and Mid-Continent regions of the United States.
The Company trades publicly under the symbol WLL on the New York
Stock Exchange.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 30, 2005,
Moody's assigned a B2 rating to Whiting Petroleum's pending $250
million senior subordinated note offering.  Together with a
pending common equity offering that could net up to more than $275
million if the underwriters' over-allotment option is exercised,
note and equity proceeds would either directly fund, or repay the
majority of secured bank debt that was incurred to fund, Whiting's
$802 million acquisition of oil and gas reserves from private
Celero Energy.  Moody's also confirmed Whiting Petroleum's Ba3
Corporate Family rating, B2 senior subordinated ratings, and SGL-2
liquidity rating.  The rating outlook is stable.


WORLDCOM INC: Asks Court to Disallow Galaxy's $20 Million Claim
---------------------------------------------------------------
Before the filed for bankruptcy, WorldCom, Inc., and its
debtor-affiliates filed a lawsuit against Galaxy Long Distance,
Inc., in United States District Court for the Middle District of
Florida, styled as WorldCom Network Services, Inc., v. Galaxy Long
Distance, Inc.  Galaxy filed Claim No. 12138 for $20,000,000 in
the Debtors' Chapter 11 case.

The Debtors objected to Galaxy's Claim, thereby bringing the
parties' dispute before the Bankruptcy Court.  The parties agreed
that the Bankruptcy Court would treat all pre-trial activities
including discovery that occurred in the District Court Litigation
as if they occurred before the Bankruptcy Court in the context of
the objection to the Claim.  The Bankruptcy Court also extended
certain discovery deadlines that had expired in the
District Court Litigation, including deadlines by which Galaxy
must answer certain interrogatories and requests for admissions
that the Debtors propounded a few years ago in the District Court
Litigation.

Philip V. Martino, Esq., at DLA Piper Rudnick Gray Cary US, LLP,
in Tampa, Florida, points out that Galaxy has willfully failed to
follow two discovery orders in the District Court Litigation:

   a) Fulfillment of its obligations under the April 12, 2002,
      Joint Stipulation and implementing Order to produce
      documents, provide complete interrogatory answers, and
      deliver a detailed privilege log to Debtor; and

   b) Production of a competent witness under Rule 30(b)(6) of
      the Federal Rules of Civil Procedure as mandated by an
      omnibus discovery order entered on July 24, 2002.

"This violation warrants sanctions pursuant to Rule 37,
specifically, disallowance of the Claim or, at a minimum, an order
prohibiting Galaxy from introducing at trial any evidence that
could contradict or expand the Rule 30(b)(6) deposition
testimony," Mr. Martino argues.

In this regard, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to:

   a) disallow Galaxy's Claim No. 12138 for $20 million, in its
      entirety; or, in the alternative

   b) bar the use at trial of any evidence that could contradict
      or expand Galaxy's Rule 30(b)(6) deposition testimony.

Over three years ago, Mr. Martino recounts, the Court forewarned
Galaxy that sanctions were on the horizon if it did not take
advantage of the final chance to remedy its discovery abuses.  
However, Galaxy recently confirmed that it will not, and cannot,
produce a competent Rule 30(b)(6) witness for deposition, Mr.
Martino notes.

In addition, Mr. Martino points out that Galaxy's key fact witness
William Z. Geiger, III -- its former president and holder of 85%
of the company's shares -- was not even familiar with the
company's financial documents.  Galaxy took no action to prepare
Mr. Geiger.

The Court should presume that Galaxy has no information reasonably
available to it that would support its Claim, Mr. Martino says.  
He adds that "given Galaxy's repeated and abject failure to
participate meaningfully in the discovery process, and the
critical importance of Galaxy's 30(b)(6) witness to Debtors, no
lesser penalty will suffice."

                     Mr. Geiger's Convictions

The Debtors also ask the Court for permission to offer into
evidence three prior felony convictions of Mr. Geiger for the
purpose of impeachment.

"The evidence is probative of the credibility of the witness,
since one who has committed a crime is more likely to lie than is
a person with a spotless record," Mr. Martino tells Judge
Gonzalez.

Mr. Martino discloses that Mr. Geiger is no stranger to the
federal and Florida criminal justice systems having been convicted
of three felonies.  In 1988, Mr. Martino relates that
Mr. Geiger was charged for organized fraud in the case captioned
as State of Florida v. William Geiger III, filed in the Circuit
Court for the Eighth Judicial Circuit, Alachua County, Florida and
bearing case no. 87-2103-CF-A.  The court sentenced Mr. Geiger to
18 months in prison, to be followed by 10 years probation.

In 1992, Mr. Martino continues, while on probation for the First
Fraud Conviction, Mr. Geiger appeared before the United States
District Court for the Western District of Michigan to face these
charges:

   * possession of cocaine with intent to distribute;

   * distribution of cocaine; and

   * possession of cocaine.

Mr. Geiger was sentenced to 46 months for the Drug Conviction.  
The case was United States v. Geiger, case no. G89-160-01 CR.

Furthermore, in 2003, Mr. Geiger pleaded guilty to conspiracy to
commit bank fraud, via a check-kiting scheme, captioned as United
States v. William Z. Geiger, filed in the United States District
Court for the Middle District of Florida, Tampa Division, and
bearing case no. 02-CR-389-T-30EAJ.  Mr. Geiger was sentenced to
46 months in prison for the second fraud conviction.

Mr. Martino argues that the very existence of the convictions,
combined with the fact that they were for primarily veracity-
related crimes, calls into question the credibility of Mr. Geiger
as a witness.  "Surely Geiger is a witness whose credibility must
be tested and whom Debtors should have the opportunity to
impeach," Mr. Martino says.  "The probative value of admitting
evidence of his prior convictions, therefore, outweighs any unfair
prejudice to him."

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                          *********

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,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., Tara Marie Martin, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

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                *** End of Transmission ***