TCR_Public/051107.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Monday, November 7, 2005, Vol. 9, No. 264

                          Headlines

ABLE LABORATORIES: Committee Wants Chapter 11 Trustee Appointed
ACCELLENT CORP: All Noteholders Tender 10% Senior Sub. Notes
ADVANCED ACCESSORY: Moody's Junks Rating on $150 Mil. Senior Notes
ALLIANCE GAMING: To Report Preliminary Annual Results Tomorrow
ALLIANCE GAMING: Technical Default Spurs S&P to Cut Ratings to B+

ALOHA AIRLINE: Wants Until Dec. 28 to Make Lease-Related Decisions
ALOHA AIRLINES: Dispatchers & Schedulers Ratify New Agreement
AMERICAN BUSINESS: Case Summary & 42 Largest Unsecured Creditors
AMERICAN TOWER: Posts $20.9 Million Net Loss in Third Quarter 2005
AQUILA INC: Moody's Rates $300 Million Credit Facility at Ba3

ASARCO LLC: Schedules & Statements Should be Filed by Nov. 10
ASARCO LLC: Encycle & ACI Want Court to Extend Schedules Filing
AVAGO TECH: S&P Junks Proposed $250 Mil. Senior Subordinated Notes
BIRCH TELECOM: Taps KPMG LLP as Accountants & Tax Advisors
BRICE ROAD: Taps Samuel D. Koon to Appraise Kensington Commons

CALUMET LUBRICANTS: S&P Rates $50 Million L/C Facility at BB-
CAPE HAZE: Court Okays Hiring of Donica Law as Bankruptcy Counsel
CAPE HAZE: Section 341(a) Meeting Slated for December 1
CAPITAL AUTOMOTIVE: CA Acquisition Launches Offer for 6.75% Notes
CITICORP MORTGAGE: Debt Support Prompts Fitch to Lift Ratings

CONSECO INC: Earns $77.9 Mil of Net Income in the Third Quarter
CONTINENTAL AIRLINES: Reports October 2005 Operational Performance
DELTA AIR: Asks Court to Approve Stipulation With 24 Parties
DELTA AIR: Wants Court to OK U.S. Bank Sec. 1110(b) Stipulation
DELTA AIR: Beal Savings Says Sec. 1110(b) Stipulation Lacks Info

EEX ACQUISITION: Case Summary & 8 Largest Unsecured Creditors
ENRON CORP: Reorganized Debtors' 4th Post-Confirmation Report
FAIRPOINT COMMS: Stockholders' Equity Soars to $250MM at Sept. 30
FIRST UNION: S&P Lifts Ratings on Six Low-B Rated Cert. Classes
FLEETWOOD INC: Amends EBITDA Covenant Under Credit Facility

GENERAL MECHANICS: Case Summary & 20 Largest Unsecured Creditors
GRAFTECH INT'L: Sept. 30 Balance Sheet Upside-Down by $40 Million
GWIN INC: Auditor Raises Going Concern Doubt
INTEGRATED ELECTRICAL: Likely Chap. 11 Cues S&P to Junk Ratings
INTEGRATED ELECTRICAL: Retains Gordian Group as Financial Advisor

INTERSTATE BAKERIES: Wants Court to Extend Exclusive Periods
INTERSTATE BAKERIES: Wants to Consolidate Northwest Profit Center
INVERNESS MEDICAL: Posts $6.6 Million Net Loss in Third Quarter
JERNBERG: Ch. 7 Trustee Taps Sugar Friedberg as Special Counsel
KEY ENERGY: Amends Credit Facility to Increase Allowed Capex

LA QUINTA: Solid Operating Results Spur S&P to Lift Rating to BB
MARSULEX INC: Improved Liquidity Prompts S&P's Stable Outlook
MCI INC: Earns $271 Million of Net Income in Third Quarter 2005
MCLEODUSA INC: DIP Financing Objection Deadline is December 2
MCLEODUSA INC: Wants to Employ Skadden Arps as Bankruptcy Counsel

MEDICAL TECHNOLOGY: Court Issues Final Cash Collateral Order
MESABA AVIATION: Wants Mercer Transaction as Financial Advisor
METABOLIFE INT'L: Retailers Want Their Own Official Committee
MIDLAND COGEN: $1 Bil. Impairment Charge Cues S&P to Watch Ratings
MIDLAND FUNDING: Moody's Lowers $73 Million Bonds' Rating to B1

MIRANT CORP: Makes Changes to Senior Management Team
MMRENTALSPRO LLC: GMAC Asks Court to Appoint Chapter 11 Trustee
MORGAN STANLEY: S&P Lifts Low-B Ratings on Two Certificate Classes
NORSTAN APPAREL: Creditors Must File Proofs of Claim by Jan. 13
NORTHWEST AIRLINES: Gets Injunction Against Utility Companies

NORTHWEST AIRLINES: American International Wants to End Contract
NORTHWEST AIRLINES: Committee Taps Otterbourg as Counsel
ORCHARD SUPPLY: S&P Junks Planned $235 Million Unsecured Notes
OWENS & MINOR: Moody's Revises Rating's Outlook to Positive
OWENS CORNING: Posts $267 Million Net Loss in Third Quarter

PMA CAPITAL: Improving Franchise Cues Fitch to Lift Rating to B+
POLYMER GROUP: S&P Rates Proposed $455 Mil. Senior Loans at BB-
PONDEROSA PINE: Inks Gas Purchase Settlement Agreement with WPC
PONDEROSA PINE: Lenders Are Ready to Pay Creditors in Full
PROSOFT LEARNING: Nasdaq Delisting Notice Prompts Notes Default

RED TAIL: Gets Interim Order to Use Lenders' Cash Collateral
RED TAIL: Court Approves Employment of Gary Miller as Accountant
RELIANT ENERGY: Fitch Affirms BB- Rating on $500-Mil PEDFA Bonds
RESCARE INC: Earns $7.6 Million of Net Income in Third Quarter
SINCLAIR BROADCAST: Earns $31.6 Mil. of Net Income in 3rd Quarter

SOLSTICE ABS: Collateral Decline Cues Fitch to Junk Class C Notes
SPX CORP: Earns $37.4 Million of Net Income in Third Quarter
STAR GAS: Heating Oil Segment Expands Credit Facility to $310 Mil.
STELCO INC: Completes Stelpipe Sale to Romspen Investment
TFS ELECTRONIC: Creditors Must File Proofs of Claim by Dec. 15

TIME WARNER: Completes $200 Million Senior Secured Term Loan
TOWER AUTOMOTIVE: Opens New Manufacturing Plant in Germany
TRUMP HOTELS: Has Until Nov. 22 to Object to NJSEA Claims
UAL CORP: Wants Court to Bless Letter Agreement with Q Aviation
UAL CORP: Wants to Assume Airport Consortium Leases

UNITED WOOD: U.S. Trustee Unable to Form Committee
US MINERAL: Confirmation Hearing Set for November 14
WEIGHTWATCHERS: Moody's Rates Planned $70 Million Term Loan at B1
WINN-DIXIE: Credit Suisse Wants $2.8 Million Claim Timely Filed
WINN-DIXIE: Has $245 Mil. Outstanding under DIP Financing Facility

WINN-DIXIE: Will Change Internal Control in Contract Incentives

* Proskauer Rose Names Antonio N. Piccirillo as Partner in NY

* BOND PRICING: For the week of Oct. 31 - Nov. 4, 2005


                          *********

ABLE LABORATORIES: Committee Wants Chapter 11 Trustee Appointed
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Able
Laboratories, Inc.'s chapter 11 case asks the U.S. Bankruptcy
Court for the District of New Jersey to appoint a chapter 11
trustee to administer the liquidation of the Debtor's estate.

The Committee believes that three causes exist for the appointment
of a trustee:

  (a) there is a void in the Debtor's management and
      restructuring personnel and the Committee does not have any
      confidence in the Debtor's ability to liquidate the estate's
      assets;

  (b) the Debtor has not responded to the Committee's request to
      review budget items and discuss projections; and

  (c) the Debtor has difficulty explaining the need and extent of
      its workforce or presenting timely cash collateral budgets.

The Debtor advised the Committee on Sept. 21 that Richard
Sheppard, the Director of Restructuring, resigned effective
Sept. 23.

The Committee assures the Court that the appointment of a
chapter 11 trustee will not interfere with the Debtor's operations
since there is no business to speak of.

The Court will convene a hearing today, Nov. 7, at 2:00 p.m. to
consider the appointment of a chapter 11 trustee.

The Debtor is also awaiting final Court approval of the sale of
its assets and the assumption and assignment of contracts under
Sections 363 and 365 of the Bankruptcy Code to an undisclosed
winning bidder at an auction held on Nov. 1.

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.


ACCELLENT CORP: All Noteholders Tender 10% Senior Sub. Notes
------------------------------------------------------------
Accellent Corp. reported that, as of 5:00 p.m. New York City time
on Nov. 3, 2005, it received valid tenders and consents from the
holders of $175,000,000 in aggregate principal amount of its
outstanding 10% Senior Subordinated Notes due 2012 (CUSIP No.
58455RAB4) representing 100% of the outstanding Notes in
connection with its previously announced cash tender offer and
consent solicitation for the Notes.  The percentage of consents
received exceeds the Requisite Consents needed to amend the
indenture governing the Notes.

The Notes were tendered pursuant to the terms, and subject to the
conditions, set forth in Accellent's Offer to Purchase and Consent
Solicitation Statement, and related Consent and Letter of
Transmittal, both dated Oct. 21, 2005, which more fully set forth
the terms of the tender offer to purchase any and all of the
$175,000,000 outstanding principal amount of the Notes and the
consent solicitation to eliminate substantially all of the
restrictive and reporting covenants, certain events of default and
certain other provisions in the Indenture.

Accellent, the guarantors party to the Indenture and the trustee
under the Indenture have entered into and made effective a
Supplemental Indenture to implement such amendments to the
Indenture.  The amendments will not become operative, however,
unless and until the Notes tendered for acceptance are accepted
for purchase by Accellent as described in the Offer to Purchase
and Letter of Transmittal.

Notes may be tendered pursuant to the tender offer until 5:00
p.m., New York City time, on Nov. 21, 2005, unless extended by
Accellent.  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
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 5:00 p.m. New York City time on the Consent Date
unless extended by Accellent.

Subject to the terms and conditions of the tender offer and
consent solicitation, Accellent will pay the "Total Consideration"
to the Holders who properly tendered their Notes and delivered
their consents to the proposed amendments at or prior to 5:00 p.m.
New York City time on the Consent Date.  The Total Consideration
is comprised of:

    (1) the Tender Offer Consideration and
    (2) the Consent Payment.

Holders who provided consents to the proposed amendments described
in the Offer to Purchase and Letter of Transmittal will receive a
consent payment of $30.00 per $1,000 principal amount of Notes
tendered and accepted for purchase pursuant to the offer if they
provided their consents on or prior to 5:00 p.m. New York City
time on the Consent Date.  The tender offer consideration for each
$1,000 principal amount of Notes validly tendered and accepted for
purchase and not validly withdrawn will be determined at 10:00
a.m. New York City time by Nov. 4, 2005 based on the present value
of the Notes (minus accrued interest) as of the payment date,
assuming each $1,000 principal amount of the Notes would be
redeemed on July 15, 2008 at a redemption price of $1,050.00, and
the present value of the interest that would be paid on the Notes
so tendered from and not including the payment date up to and
including July 15, 2008, in each case, determined in accordance
with standard market practice by reference to a rate equal to 50
basis points over the yield on the 4.125% U.S. Treasury Note due
Aug. 15, 2008, minus the Consent Payment of $30.00 per $1,000 of
principal amount of Notes.  Holders who tendered their Notes prior
to the Consent Date will be entitled to receive the Consent
Payment.  Holders who tender their Notes after the Consent Date
will not receive the Consent Payment.  Holders who properly tender
their Notes also will be paid accrued and unpaid interest, if any,
from the last interest payment date up to, but not including, the
payment date.

The obligations to accept for purchase and to pay for Notes in the
tender offer and consent solicitation are conditioned on, among
other things:

    -- satisfaction or waiver of the conditions to the closing of
       the merger and transactions contemplated by the previously
       announced Agreement and Plan of Merger, dated as of Oct. 7,
       2005, between Accellent Inc. and Accellent Acquisition
       Corp., an entity controlled by affiliates of Kohlberg
       Kravis Roberts & Co. L.P., and

    -- the receipt of consents to the proposed amendments from the
       holders of a majority of the aggregate principal amount of
       outstanding Notes, and the execution of a supplemental
       indenture to the indenture governing the Notes to reflect
       such approved amendments.  As of 5:00 p.m., New York City
       time, on Nov. 3, 2005, the Requisite Consents had been
       received.

There is no guarantee that the Merger will be completed.
Completion of the Merger is subject to customary closing
conditions, including adoption of the Merger Agreement by
Accellent Inc.'s stockholders, which was obtained Oct. 31, 2005,
and the expiration or early termination of any applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.  If all of the other conditions to the Merger
are satisfied, under the terms of the existing financing
commitment letters, the Merger can be consummated even if the
tender offer is not consummated.

Accellent has engaged Credit Suisse First Boston LLC and J.P.
Morgan Securities Inc. as dealer managers for the tender offer and
solicitation agents for the consent solicitation.  Questions
regarding the tender offer and consent solicitation may be
directed to Credit Suisse First Boston LLC at (800) 820-1653 (U.S.
toll-free) or (212) 538-0652 (collect) or J.P. Morgan Securities
Inc. at (866) 834-4666 (U.S. toll-free) or (212) 834-3424
(collect).  Requests for documentation should be directed to
MacKenzie Partners, Inc. at (212) 929-5500 (collect), the
information agent for the tender offer and consent solicitation.

Accellent Corp. -- http://www.accellent.com/-- provides fully
integrated contract manufacturing and design services to medical
device manufacturers in the cardiology, endoscopy and orthopaedic
markets.  Accellent has broad capabilities in design and
engineering services, precision component fabrication, finished
device assembly and complete supply chain management.  This
enhances customers' speed to market and return on investment by
allowing companies to refocus internal resources more efficiently.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 3, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Accellent Inc. including the 'B+' corporate credit rating and
removed them from CreditWatch, where they were placed with
negative implications Oct. 11, 2005, following the company's
acceptance of a $1.27 billion buyout offer by Kohlberg Kravis
Roberts & Co.  The outlook is stable.  Ratings on Accellent Corp.
-- previously Medical Device Manufacturing Inc. -- will be
withdrawn upon completion of the buyout.

At the same time, Accellent's $375 million secured term loan B and
$75 million revolving credit facility were assigned a 'BB-' bank
loan rating and a recovery rating of '1', indicating a high
expectation for full recovery of principal in the event of a
payment default.

In addition, Standard & Poor's assigned its 'B-' rating to the
company's $325 million fixed-coupon senior subordinated notes.

The acquisition will be financed with $700 million of debt and
$640 million of equity; outstanding debt will be retired.

As reported in the Troubled Company Reporter on Nov. 4, 2005,
Moody's Investors Service assigned a B2 corporate family rating to
Accellent Inc., a holding company which will be wholly-owned by
Kohlberg Kravis Roberts & Co. following the closing of a
transaction valued at $1.27 billion.  Moody's also assigned a B2
rating to $450 million in proposed senior secured bank facilities
and a Caa1 rating to $325 million of proposed senior subordinated
notes.  The ratings are subject to Moody's review of final
documentation.


ADVANCED ACCESSORY: Moody's Junks Rating on $150 Mil. Senior Notes
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Advanced
Accessory Systems, LLC, and its holding company, Advanced
Accessory Holdings Corporation's Corporate Family rating to Caa1.
The downgrades consider:

   * the high debt and leverage levels of the consolidated entity;
   * prospects for continued weak debt coverage metrics; and
   * year-to-date negative free cash flow.

The company's performance has been adversely impacted by continued
pricing pressures at its principal OEM customers for North
American production volumes, and rising raw material costs since
early 2004.  The ratings also reflect the effective subordination
of the unsecured notes at Advanced Accessory to secured bank debt,
and the structural subordination of Holdings' unsecured notes to
obligations at the operating company level.  The rating outlook is
negative.

Ratings downgraded:

  Advanced Accessory Systems, LLC:

     * $150 million guaranteed senior unsecured 10-3/4% notes
       due June 2011, to Caa2 from B3

  Advanced Accessory Holdings Corporation:

     * Corporate Family rating, to Caa1 from B2

     * Un-guaranteed senior unsecured 13.125% discount 5-year-PIK
       notes due December 2011, to Ca from Caa1

The downgrades incorporate the combination of higher leverage,
weaker operating performance and negative free cash flow.  Credit
metrics have deteriorated.  Profit margins have been affected by
un-recouped higher raw material costs incurred in 2004, agreed
price-downs with its OEM customers, and higher launch cost on new
products.  Operating costs were also impacted by higher selling
costs due to volume increases, increased engineering costs to
support customer programs, and the impact of currency
translations.

In addition the company's margins were under pressure from OEM
price concessions and changes in mix to lower margin products.  As
of June 30, 2005 LTM debt/EBITDA (using Moody's standard
adjustments) was 9.7 times, and LTM EBIT coverage of cash interest
declined to 0.3 times. For the first half of 2005 Free Cash Flow
(using Moody's standard adjustments) was negative $13 million.
Combined with the modest scale of the company, customer
concentration issues, the ongoing cyclical nature of the industry
and consistent with Moody's automotive supplier rating
methodology, these quantitative and qualitative factors are
reflective of a Caa1 Corporate Family rating.

Advance Accessory's liquidity at June 30, 2005 consisted of $5.9
million of cash and $20.2 million of borrowing capacity under its
revolving credit facilities.  Liquidity is expected to be adequate
in the near term.  However, working capital needs may lead to
increased borrowings in the fourth quarter which in turn could
reduce headroom under its financial covenants in the amended
senior secured facilities.  The senior secured leverage covenant
steps-down at year end which could constrain availability under
the company's revolving credit facility.

The outlook is negative reflecting an uncertain environment for
automotive production in North America for 2006 and the impact
which lower volumes may have on the company's operating
performance and liquidity profile.  The company's largest
customer, GM, has experienced a loss of market share in North
America, the company's largest geographic segment.  Production
volumes and more recent sales volumes of SUVs and mid-to large
pick-up trucks, on which the company's principal products are
highly correlated, reflect sensitivity to a higher fuel cost
environment as well as general economic conditions.

Advanced Accessory continues with leading market positions in its
business lines.  Revenues have grown since the acquisition of the
company by Castle Harlan.  In 2005 Nissan Motors became a major
customer of the company's SportRack business, improving customer
diversification.  Operations in Europe have provided stable growth
and margins due to their higher contributions from the aftermarket
segment.

Future events that could lead to lower ratings include:

   * adjusted leverage increasing to above 10 times EBITDA;

   * adjusted EBIT margins deteriorating below 1.0% as a result of
     increased price pressure, un-recovered raw material costs or
     investment in growth initiatives;

   * loss of market share;

   * OEM delays in the roll-out of meaningful new program
     launches; or

   * any evidence of deterioration in the company's liquidity.

Developments that could lead to stabilizing the outlook or higher
ratings include:

   * significant increase in free cash flow generation which would
     lead to debt reduction and a sustained adjusted leverage
     ratio under 8.0 times;

   * improvements in operating margins which result in a better
     than 1.0 times EBIT coverage of interest expense;

   * realization of new business awards including those with
     transplants which would improve diversification;

   * increases in market share; and

   * a successful expansion of the rack systems business
     into Europe.

Advanced Accessory has roughly $60 million of senior secured
credit agreements which are not rated by Moody's.  These consist
of:

   * a $35 million asset-backed US revolving credit facility;

   * a EUR15 million asset-backed European revolving credit
     facility; and

   * a EUR10 million term loan facility.

The senior secured credit agreements mature in March 2008, prior
to any cash payment requirements for principal or interest on
Holdings' senior unsecured discount notes.  The senior secured
credit agreements benefit from cross default provisions to
Holdings' senior discount notes.  The existing domestic credit
agreement does not permit any upstream distributions to Holdings
to service interest or principal payment requirements under the
senior discount notes.

The Caa2 rating on Advanced Accessory's senior unsecured note
reflects their lower priority and effective subordination to the
domestic senior secured facilities.  The unsecured notes are not
cross-defaulted to a default on Holdings' notes.  The Ca rating of
Holdings' senior discount notes reflects the structural
subordination to all of the obligations of Advanced Accessory and
its guaranteeing subsidiaries.  The Holdings' senior discount
notes do not have any cash payment requirements for interest or
principal during their first five years.  The operating company
notes do permit upstream distributions of up to 50% of cumulative
net income at Advanced Accessory, which eventually could support
Holdings' debt service requirements which begin in 2009.  The
notes are not guaranteed, but are subject to a springing guarantee
that would be triggered in the event that additional Holdings'
debt is subsequently issued and guaranteed by any subsidiaries.
Advanced Accessory's senior secured lenders are secured by pledges
of the shareholding in the operating company.

Advanced Accessory, headquartered in Sterling Heights, Michigan,
is a global designer and manufacturer of exterior accessories for
the automotive original equipment market and aftermarket.
Principal product lines are rack systems, towing systems and
related accessories.  Advanced Accessory's annual revenues
approximate $426 million.


ALLIANCE GAMING: To Report Preliminary Annual Results Tomorrow
--------------------------------------------------------------
Alliance Gaming Corp. (NYSE: AGI) reported that it expects to
report preliminary results for the fiscal year ended June 30,
2005, at a conference call scheduled for tomorrow, Nov. 8, 2005.

The Company's report is expected to include revenue in the range
of $480 to $490 million and a loss from continuing operations in
the range of approximately $20 to $22 million using a revised 20%
tax rate.  This reported loss includes $30 million of pre-tax
charges related to:

    * inventory obsolescence,

    * asset impairment and severance charges recorded in the nine
      months ended Mar. 31, 2005, and

    * an additional $4 million of inventory obsolescence recorded
      in the fourth quarter.

The Company believes that the level of EBITDA (as defined in the
Company's credit agreement) will result in it being in compliance
with the leverage ratio and other financial maintenance covenants
contained in its credit agreement as of June 30, 2005.  The final
determination of the Company's compliance with its debt covenants
will depend upon completion and delivery of the audited annual
financial statements to the Company's lenders.

                      Technical Default

As previously disclosed, until the Company delivers to its lenders
audited financial statements for fiscal year 2005, it will be in
technical default under the credit agreement.  The Company is
currently in the process of working with its lenders to address
this technical default.

The Company currently expects to file its 2005 Annual Report on
Form 10-K by early December 2005.  The final results for the
quarter ended Sept. 30, 2005, will be delayed to allow for the
completion of the annual financial statements and the assessment
of internal controls over financial reporting.  The Company
anticipates that the Form 10-Q for the quarter ended Sept. 30,
2005 will be filed as promptly as possible after the filing of the
Form 10-K and as a result the Form 10-Q will not be filed in a
timely manner.

                  Likely Material Weaknesses

The Company is in the process of completing its assessment of
internal controls over financial reporting and, to date, is
evaluating a number of potential material weaknesses which will be
fully disclosed in the Form 10-K.  The Company has undertaken a
number of steps to remediate these material weaknesses which will
also be disclosed in the Form 10-K.

               Restatement of Financial Results

As previously disclosed, the Company has delayed filing its 2005
Form 10-K while it conducts a thorough review of its accounting
for revenue recognition and certain other accounting issues.  The
review has now advanced sufficiently to support the conclusion
that a restatement of previously issued financial statements is
required.  After consultations with the Company's management, its
consultants including Navigant Consulting, Inc. and its
independent registered public accounting firm, the Board of
Directors of the Company has concluded that the previously issued
audited financial statements for the fiscal years ended June 30,
2003 and 2004 and the auditors report thereon, and the unaudited
quarterly financial information previously reported for the year
ended June 30, 2004 and for the quarters in the nine month period
ended March 31, 2005 should no longer be relied upon and will
require restatement.

The restatement is required primarily as a result of a
reevaluation of the application of the Company's revenue
recognition policies, the implementation of certain software
accounting literature to the accounting for its game sales, a
correction in its accounting for certain software license revenue
in its systems business and a restated tax rate.  The Company's
review in connection with the restatement has not identified any
fictitious transactions.

Generally, the restatement and accounting changes will result in a
downward revision of previously reported EPS of approximately
$0.10 to $0.13 in each of the fiscal years ended 2003 and 2004, an
increase of approximately $0.04 to $0.06 in the nine months ended
March 31, 2005, and a carry forward of approximately $0.15 to
$0.17 to fiscal year 2006.  The Company is in the process of
evaluating the impact of the restatement and changes in accounting
on its previous forecast for 2006 to determine the impact, if any,
on its financial guidance for 2006.

Richard Haddrill, the Company's chief executive officer,
commented, "We have comprehensively vetted our accounting
practices with the goals of thoroughness and accuracy, providing a
strong basis for our business going forward.  The past year has
been challenging for the Company as we also reorganized
management, integrated acquisitions and retooled our product
lines.  Our products received excellent feedback from customers
and industry specialists at this year's G2E Gaming Exposition,
resulting in Bally receiving three of nine product awards and a
record number of show related product orders from customers."

Alliance Gaming Corporation -- http://www.alliancegaming.com/--  
is a diversified gaming company with headquarters in Las Vegas.
The Company is engaged in the design, manufacture, distribution
and operation of advanced gaming devices and systems worldwide and
owns and operates Rainbow Casino in Vicksburg, Mississippi.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2005,
Moody's Investors Service lowered the ratings of Alliance Gaming
Corporation and placed the ratings on review for possible further
downgrade.  These ratings were affected:

   -- $75 million senior secured revolving credit facility
      due 2008, to B1 from Ba3;

   -- $350 million senior secured term loan due 2009, to B1
      from Ba3; and

   -- corporate family rating, to B1 from Ba3.


ALLIANCE GAMING: Technical Default Spurs S&P to Cut Ratings to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on gaming
equipment manufacturer Alliance Gaming Corp. to 'B+' from 'BB-'.

The ratings on the Las Vegas, Nevada-based company remain on
CreditWatch with negative implications where they placed on
Sept. 9, 2005.

The downgrade follows the company's announcement that it is unable
to file its audited financial statements and compliance
certificate by the end of the notice and cure period of Nov. 8,
2005, which is considered a technical default under its credit
agreement.  The company has indicated that it is working with its
lenders to address this technical default.

Also, Alliance is still in the process of completing the
preparation of its Form 10-K and assessing internal controls over
financial reporting.  To date, the company has indicated that
there likely will be a number of material weaknesses that will be
disclosed in its 10K, but that steps have already been to be taken
to address these issues.  The company expects to file year-end
results by early December 2005 and that its Form 10Q for the
quarter ended September 2005 will not be filed in a timely manner.


ALOHA AIRLINE: Wants Until Dec. 28 to Make Lease-Related Decisions
------------------------------------------------------------------
Aloha Airgroup, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Hawaii to further extend the
period within which they can elect to assume, assume and assign,
or reject their unexpired nonresidential real property leases.
The Debtors want their lease decision period extended until
Dec. 28, 2005.

The Debtors tell the Court that they are lessees under numerous
unexpired non-residential real property leases, and are
parties to various Exclusive Use Permits for areas occupied by
Aloha Airlines at various airports in Hawaii, the U.S. mainland,
and Vancouver, Canada.

The Debtors give the Court three reasons supporting the extension:

   1) the leases are important to their estates because they
      utilize the premises covered by the leases in their
      day-to-day operations;

   2) they have not had sufficient time to confirm a plan of
      reorganization and assuming the leases prior to confirmation
      of their proposed plan would expose their estates and their
      creditors to the risk of large administrative expense claims
      in the event that a plan is not confirmed; and

   3) they are current and continuing to pay all post-petition
      rents of the leases as they become due on a timely basis and
      the requested extension will not prejudice any of the
      lessors under the leases.

A 7-page list of the Debtors' principal unexpired leases is
available for free at:

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

The Court will convene a hearing at 9:30 a.m., on Nov. 28, 2005,
to consider the Debtors' request.

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


ALOHA AIRLINES: Dispatchers & Schedulers Ratify New Agreement
-------------------------------------------------------------
Aloha Airlines reported that the Transport Workers Union,
representing the Hawaii-based carrier's dispatchers and
schedulers, has voted to ratify a new agreement, becoming the
first of five employee groups to accept a new contract.

Aloha's TWU voted overwhelmingly in favor of a new contract, which
will run through Apr. 30, 2009.  The contract becomes effective
with Bankruptcy Court approval and covers the Company's 30
dispatchers and crew schedulers.

"We applaud the members of our TWU unit for taking this action to
move the Company forward," said David A. Banmiller, Aloha's
president and chief executive officer.

Aloha Airlines has also reached tentative agreements with members
of the International Association of Machinists and Aerospace
Workers District Lodge 142, representing mechanics and inspectors,
and District Lodge 141, representing clerical, passenger service
and ramp service employees.  The two IAM units together represent
about 2,400 of Aloha's 3,450 employees.  Aloha is currently
conducting separate discussions with its flight attendants and
pilots in hopes of also reaching consensual agreement with its
flight crews.

Aloha Airlines is aggressively moving forward to forge new
agreements with all of its five collective bargaining units as
part of its plan of reorganization.  In October, the airline
received U.S. bankruptcy court approval of a Disclosure Statement
that details its plans to emerge from Chapter 11 bankruptcy
protection by the end of the year.

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


AMERICAN BUSINESS: Case Summary & 42 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: American Business Consulting and Management, Inc.
             d/b/a Diversified Restaurant Group
             f/d/b/a Gift Gallery
             a/k/a Mr. T, L.L.C.
             1501 East Mockingbird Lane, Suite 308
             Victoria, Texas 77904-2153

Bankruptcy Case No.: 05-22008

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Two Texans United, Inc.                    05-22006
      PRN Investments, L.L.C.                    05-22011

Chapter 11 Petition Date: October 14, 2005

Type of Business: The debtor operates a business-consulting firm.

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Nathaniel Peter Holzer, Esq.
                  Jordan Hyden Womble & Cullbreth, P.C.
                  500 North Shoreline Drive, Suite 900
                  Corpus Christi, Texas 78471
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
American Business Consulting  Less Than          $1 Million to
& Management, Inc.            $50,000            $10 Million

Two Texans United, Inc.       Less Than          $100,000 to
                              $50,000            $500,000

PRN Investments, L.L.C.       Less Than          $100,000 to
                              $50,000            $500,000

A. American Business Consulting and Management, Inc.'s 2 Largest
   Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
GE Capital Financial          Personal Guarantee      $1,500,000
P.O. Box 802585               on Corporate Debt
Chicago, IL 60680-2585

GE Capital Financial          Personal Guarantee      $1,500,000
P.O. Box 802585               on Corporate Debt
Chicago, IL 60680-2585

B. Two Texans United, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
AFC Enterprises, Inc.         Goods and/or               $64,592
Church's Chicken              Services
Dept. 8001
P.O. Box 650002
Dallas, TX 75265-0002

AFC Enterprises, Inc.         Goods and/or               $16,896
Church's Chicken - Ad Fund    Services
P.O. Box 406595
Atlanta, GA 30384-6595

Tyson Foods, Inc.             Goods and/or               $14,576
P.O. Box 915143               Services
Dallas, TX 75391-5143

Performance Food Group        Goods and/or               $14,143
                              Services

Constellation New Energy      Goods and/or                $2,906
                              Services

Pepsi-Cola Bottling Co.       Goods and/or                $2,054
                              Services

Waste Management              Goods and/or                  $796
                              Services

El Campo Refrigeration, Inc.  Goods and/or                  $598
                              Services

Coastal Refrigeration         Goods and/or                  $566
                              Services

Mrs. Baird's Bakeries         Goods and/or                  $375
                              Services

Stanford Vacuum Service       Goods and/or                  $364
                              Services

Sign Works                    Goods and/or                  $357
                              Services

City of Victoria              Goods and/or                  $350
                              Services

NuCo2, Inc.                   Goods and/or                  $319
                              Services

Guard Master Fire & Safety    Goods and/or                  $302
                              Services

City of Port Lavaca           Utilities                     $260

CenterPoint Energy Entex      Utility Service               $208

Zarsky Lumber Co.             Goods and/or                  $170
                              Services

Bosart, Lock & Key, Inc.      Goods and/or                  $157
                              Services

A&M Publishing                Goods and/or                  $102
                              Services

C. PRN Investments, L.L.C.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
AFC Enterprises, Inc.         Goods and/or               $54,850
Church's Chicken              Services
Dept. 8001
P.O. Box 650002
Dallas, TX 75265-0002

AFC Enterprises, Inc.         Goods and/or               $20,980
Church's Chicken - Ad Fund    Services
P.O. Box 406595
Atlanta, GA 30384-6595

Tyson Foods, Inc.             Goods and/or               $13,422
P.O. Box 915143               Services
Dallas, TX 75391-5143

Performance Food Group        Goods and/or               $10,953
                              Services

Constellation New Energy      Goods and/or                $2,493

Pepsi-Cola Bottling Co.       Goods and/or                $1,026
                              Services

Ultrafryer Systems            Goods and/or                  $747
                              Services

Wagner-Carroll                Goods and/or                  $742
                              Services

Comptroller of Public         Taxes                         $739
Accounts

El Campo Refrigeration, Inc.  Goods and/or                  $738
                              Services

Mrs. Baird's Bakeries         Goods and/or                  $391
                              Services

Terminix                      Goods and/or                  $281
                              Services

SBC Long Distance             Goods and/or                  $265
                              Services

Stanford Vacuum Service       Telephone Service             $235

Southwestern Bell Telephone   Telephone Service             $197

Pepsi-Cola Bottling Co.       Goods and/or                  $127
                              Services

Admiral Linen & Uniform       Goods and/or                   $94
Service                       Services

Better Air Systems, Inc.      Goods and/or                   $65
                              Services

AOC                           Goods and/or                   $64
                              Services

Triple D Security             Goods and/or                   $54
                              Services


AMERICAN TOWER: Posts $20.9 Million Net Loss in Third Quarter 2005
------------------------------------------------------------------
American Tower Corporation (NYSE: AMT) reported financial results
for the quarter ended Sept. 30, 2005.  The Company's third quarter
results are comprised of the results of American Tower as a stand-
alone entity through Aug. 3, 2005, and the combined results of
American Tower and SpectraSite, Inc. following Aug. 3, 2005, in
connection with the completion of the Company's merger with
SpectraSite during the quarter.

Net loss decreased to $20.9 million for the quarter ended
Sept. 30, 2005, from $60.1 million for the same period in 2004.

Income from operations increased to $39.4 million for the quarter
ended Sept. 30, 2005, as compared to $21 million for the same
period in 2004.  Loss from continuing operations decreased to
$20.1 million for the quarter ended Sept. 30, 2005, as compared to
$59.5 million for the same period in 2004.  Loss from continuing
operations for the quarter ended Sept. 30, 2005 includes a $14.4
million pre-tax loss on retirement of long-term obligations
related to the refinancing of certain of the Company's outstanding
indebtedness described below, as compared to $48 million for the
same period in 2004.

Total revenues increased 46% to $264.7 million and rental and
management segment revenue increased 49% to $260.8 million, of
which $67.4 million was attributable to SpectraSite, for the
quarter ended Sept. 30, 2005, as compared to the same period in
2004.  Rental and management segment operating profit increased
49% to $176.7 million, of which $40.6 million was attributable to
SpectraSite, for the quarter ended Sept. 30, 2005, as compared to
the same period in 2004.

Net cash provided by operating activities was $95.2 million, of
which $12.3 million was attributable to SpectraSite, for the
quarter ended Sept. 30, 2005.  Payments for purchases of property
and equipment and construction activities were $22.7 million, of
which $4.4 million was attributable to SpectraSite, for the
quarter ended Sept. 30, 2005.  The Company completed the
construction of 66 towers and the installation of 3 in-building
systems during the quarter.

"Over the past six months our US tower division has been
diligently evaluating the practices of both American Tower and
SpectraSite and selecting the best people and operational
processes for the combined company," Jim Taiclet, American Tower's
Chairman and Chief Executive Officer, stated.  "We hit the ground
running as we closed the merger in August, with senior leadership,
structure and locations already largely determined.  Since the
closing we have made significant additional progress in merger
integration activities, including the establishment of a unified
sales and marketing force to better serve our customers."

                    Stock Repurchase Program

The Company's board of directors has approved a stock repurchase
program pursuant to which the Company intends to repurchase up to
$750 million of its Class A common stock through December 2006.
The Company expects to utilize cash from operations, borrowings
under its credit facilities and cash on hand to fund the
repurchase program.

Under the program, management is authorized to purchase shares
from time to time in open market purchases or privately negotiated
transactions at prevailing market prices.  To facilitate
repurchases, the Company's board of directors has authorized the
Company to make purchases pursuant to a Rule 10b5-1 plan, which
will allow the Company to repurchase its shares during periods
when it otherwise might be prevented from doing so under insider
trading laws or because of self-imposed trading blackout periods.

                     Refinancing Completion

The Company completed the refinancing of the existing senior
secured credit facilities of its principal operating subsidiaries
in October 2005.  At the American Tower operating company level,
the Company completed a $1.3 billion senior secured credit
facility, consisting of an undrawn $300 million revolving loan, a
fully drawn $750 million Term Loan A and an undrawn $250 million
Delayed Draw Term Loan.  At the SpectraSite operating company
level, the Company completed a $1.15 billion senior secured credit
facility, consisting of an undrawn $250 million revolving loan, a
fully drawn $700 million Term Loan A and an undrawn $200 million
Delayed Draw Term Loan.

The completion of the new credit facilities is consistent with the
Company's financial strategy of reducing its cost of capital and
interest costs while increasing its liquidity and financial
flexibility.  As a result of the refinancing, the Company's LIBOR
margin was reduced to 75 bps, and the Company increased its
available liquidity under its credit facilities to approximately
$977 million, which may be used to repurchase high cost debt, fund
the $750 million stock repurchase program, and for other general
corporate purposes.

As previously announced, during the quarter ended Sept. 30, 2005,
the Company repurchased a total of $15 million face amount of its
12.25% senior subordinated discount notes due 2008.  In addition,
during the quarter ended Sept. 30, 2005 the Company redeemed all
of the remaining outstanding $142 million of its 9.375% senior
notes due 2009.

During the quarter ended Sept. 30, 2005, holders of approximately
$46 million principal amount of the Company's 3.25% convertible
notes due 2010 converted their notes into 3.8 million shares of
the Company's Class A common stock.  In connection with the
conversion, the Company paid the noteholders approximately $4
million, calculated based on accrued and unpaid interest and the
discounted value of future interest payments on the notes.

American Tower -- http://www.americantower.com/-- is the leading
independent owner, operator and developer of broadcast and
wireless communications sites in North America.  American Tower
owns and operates over 22,000 sites in the United States, Mexico,
and Brazil.  Additionally, American Tower manages approximately
2,000 revenue producing rooftop and tower sites.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 13, 2005,
Moody's Investors Service upgraded the ratings of American Tower
Corporation and its subsidiaries.

  American Tower Corporation:

     * Corporate family rating upgraded to Ba2 from B1
     * Speculative grade liquidity rating affirmed at SGL-1
     * 9.375% Senior Notes due 2009 upgraded to B1 from B3
     * 7.5% Senior Notes due 2012 upgraded to B1 from B3
     * 7.125% Senior Notes due 2012 upgraded to B1 from B3
     * 5% Convertible Notes due 2010 upgraded to B1 from B3

  American Towers, Inc. (fka American Tower Escrow Corp.):

     * 7.25% Senior Subordinated Notes due 2011 upgraded to Ba2
       from B2

     * 0% Senior Subordinated Discount Notes due 2008 upgraded to
       Ba2 from B2

  American Tower, LP and American Towers, Inc. (co-borrowers):

     * Senior secured credit facility maturing 2011 upgraded
       to Baa3 from Ba3

  Spectrasite Communications, Inc.:

     * Senior secured credit facility maturing 2011/2012 upgraded
       to Ba1 from Ba3

  SpectraSite, Inc.:

     * Corporate family rating withdrawn
     * 8.25% Senior Notes due 2010 rating withdrawn.


AQUILA INC: Moody's Rates $300 Million Credit Facility at Ba3
-------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba3 to Aquila
Inc.'s $300 million five year multi-draw credit facility maturing
in August 2010 and affirmed the company's B2 Corporate Family
Rating and B2 rating of its senior unsecured notes.  The rating
outlook remains positive.

Aquila's B2 Corporate Family and rating of its senior unsecured
notes reflect the reduced level of business risk following the
company's strategy to exit its non-regulated investments and
energy trading activities and focus on its core regulated electric
and gas distribution businesses.  The ratings also consider that
while the company's recent financial performance has been weak
largely due to its unprofitable legacy merchant energy businesses,
the company has core regulated utility assets that produce stable
and consistent cash flows.  To date, the company has made
significant progress towards its back to basics strategy,
including:

   * the resolution of several large long-term gas supply
     contracts;

   * the exit of tolling arrangements; and

   * the sale of merchant and international businesses.

The Ba3 rating assigned to Aquila's $300 million multi draw credit
facility is based upon the senior secured status of this facility
within Aquila's capital structure and the substantial level of
collateral available to secure the facility.  The credit facility
benefits from a perfected first priority security interest in all
of the physical electric utility assets of Aquila's Missouri
Public Service electric utility division.

Moody's expects that the Missouri Public Service division will
have at least approximately $900 million of rate based assets
measured in book value that will support the collateral package of
the credit facility.  The credit facility will be available to
fund Aquila's pro rata share of the construction costs and
environmental upgrades relating to the Iatan power generating
facility, an approximately 850 MW coal fired power generation
facility located in Weston, Missouri.  The Iatan generation units
will constitute a portion of Aquila's Missouri Public Service
division's rate base going forward and the capital costs incurred
will be expected to be recovered in future rates.

The Ba3 facility rating relative to its B2 Corporate Family Rating
also considers the limitation to be incorporated in the governing
agreements that will cap the company's ability to issue debt
secured by the Missouri Public Service assets to approximately
$425 million inclusive of the $300 million credit facility.  The
Ba3 credit facility rating further incorporates the expectation
that the company is not likely to issue additional debt secured by
the assets of other utility divisions.

The positive outlook recognizes the company's recent announcement
that it has signed definitive agreements to sell several utility
businesses to certain strategic utility buyers for a total
consideration of approximately $900 million.  Moody's anticipates
that the execution of the asset sales would allow the company to
achieve a substantial reduction of debt, improve the company's
liquidity and allow greater financial flexibility to exit certain
unprofitable tolling arrangements and long term obligations.  The
positive outlook incorporates the expectation that the company
will begin to improve its operating cash flow and credit metrics
in the near term as the company continues to exit its merchant
energy activities and the merchant trading book runs off.

Aquila Inc., with its headquarters in Kansas City, Missouri, is a
regulated electric and gas utility serving approximately 462,000
electric and 910,000 natural gas customers in several mid
continent states.  The company also owns and operates several non
regulated energy businesses.


ASARCO LLC: Schedules & Statements Should be Filed by Nov. 10
-------------------------------------------------------------
Judge Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas, Corpus Christi Division, rules that the
Schedules of Assets and Liabilities, List of Executory Contracts
and Unexpired Leases, and Statement of Financial Affairs for
ASARCO LLC will be considered timely if filed on or before
Nov. 10, 2005.

As previously reported in the Troubled Company Reporter on
Oct. 10, 2005, ASARCO had difficulty completing its Schedules and
Statement due to the complexity and size of its business, the fact
that some of the information is scattered in facilities throughout
the country, and the fact that the company's attention has been
required to attend to many other urgent issues.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Encycle & ACI Want Court to Extend Schedules Filing
---------------------------------------------------------------
Encycle, Inc., and Asarco Consulting, Inc., ask the Court for
more time to file their schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required by Rule 1007 of the Federal Rules
of Bankruptcy Procedure.  They want their schedules filing
deadline extended until December 15, 2005.

C. Luckey McDowell, Esq., at Baker Botts L.L.P., explains that
Encycle has no employees of its own, so it must look to ASARCO
employees to complete its Schedules.  Similarly, ACI has only
four employees, and their time has been needed to assist with
ongoing remediation efforts.

By order dated Sept. 27, 2005, the U.S. Bankruptcy Court for the
Southern District of Texas extended ACI's time to file its
Schedules until Oct. 31, 2005.  By order dated Oct. 24, 2005, the
Court extended the time for Encycle to file its Schedules until
Nov. 10, 2005.

According to Mr. McDowell, ASARCO's employees have not had a
sufficient opportunity to complete the Schedules for Encycle and
ACI.  Instead, ASARCO's employees have focused their limited
resources on completing ASARCO's Schedules, a task that requires
substantially more time than compiling the subsidiaries'
Schedules.  The ongoing labor strike has only exacerbated the
problem.  Because of the labor shortage, many of ASARCO's office
personnel who are qualified to compile the information necessary
for the Schedules have been working at ASARCO's mines.

Much of ASARCO's remaining personnel resources have been devoted
to compiling information related ASARCO's DIP financing.

ASARCO still intends to meet its own deadline to file its
Schedules by November 10, 2005.  However, Mr. McDowell says,
Encycle and ACI anticipate that they will not be able to complete
their Schedules until December 15, 2005.

Mr. McDowell notes that the United States Trustee does not object
to an extension.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


AVAGO TECH: S&P Junks Proposed $250 Mil. Senior Subordinated Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Avago Technologies Holdings Pte. Ltd.  The
outlook is positive.

At the same time, Avago's proposed $975 million first-lien senior
secured bank facility was rated 'B+' with a recovery rating of
'1', indicating a high expectation for full recovery of principal
in the event of a payment default.  Avago Technologies Finance Pte
Ltd. and Luxembourg Finance Co. are borrowers under the loan.

In addition, Standard & Poor's assigned its 'B' rating to Avago's
proposed $375 million of senior unsecured notes and $375 million
of senior unsecured floating-rate notes.  Lastly, Avago's proposed
$250 million of senior subordinated notes were assigned a 'CCC+'
rating.  Avago Technologies Finance Pte Ltd., Avago Technologies
U.S. Inc., and Avago Technologies Wireless Manufacturing Inc. are
co-issuers of the notes.

Proceeds from the debt financing, in combination with equity
capital contributed by sponsors, will be used to acquire the
seminconductor business of Agilent Technologies Inc. for
$2.6 billion of gross proceeds.  At the close of the acquisition,
Avago Semiconductor will have $1.475 billion of funded debt.

Standard & Poor's assumes that the company will use proceeds from
the sale of its storage products business to PMC-Sierra Inc. for
repayment of outstanding amounts of senior secured debt.  The sale
is expected to close during the March 2006 quarter.  Total funded
debt levels at the conclusion of the asset sale and following the
expiration on the term loan's delayed-draw provision are expected
to be approximately $1.2 billion.

Avago Technologies is a broadline supplier of analog,
mixed-signal, and logic semiconductor components ranging from
optoelectronics, light emitting diode, infrared, and others to
components and application-specific integrated circuit solutions
for wireless, fiber optic, imaging, and enterprise applications.

"The ratings reflect historically cyclical and volatile revenues,
challenges and uncertainties in implementing a standalone cost
structure, and high financial leverage," said Standard & Poor's
credit analyst Joshua Davis.  "These factors are partially offset
by the company's broad product line with minimal product, market,
or customer concentration; a long presence in its served markets
supplying top-tier original equipment manufacturers and
distribution; various leading market positions in the portfolio;
and a primarily fabless production model that has lower capital
expenditure intensity."


BIRCH TELECOM: Taps KPMG LLP as Accountants & Tax Advisors
----------------------------------------------------------
Birch Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ KPMG LLP as their accountants and tax advisors, nunc pro
tunc to Aug. 12, 2005.

The Debtors selected the Firm because of its knowledge and
experience in the fields of accounting and taxation.

KPMG's services will include:

  (a) accounting, auditing & risk advisory:

        (i) quarterly financial reviews;

       (ii) audit of the Debtors' annual financial statements; and

      (iii) consultation and research in analyzing accounting
            issues as requested by the Debtors' management with
            respect to proper accounting treatment of events.

  (b) tax advisory:

        (i) review of and assistance in the preparation and filing
            of tax returns;

       (ii) advice and assistance to the Debtors regarding tax
            planning issues, including assistance in estimating
            net operating loss carryforwards, international taxes,
            and state and local taxes;

      (iii) assistance regarding transaction taxes, state and
            local sales and use taxes;

       (iv) assistance regarding any existing or future IRS, state
            and local tax examinations;

        (v) advice and assistance on the tax consequences of
            proposed plans of reorganization including assistance
            in the preparation of IRS ruling requests regarding
            the future tax consequences of alternative
            reorganization structures; and

       (vi) other consulting, advice, research, planning or
            analysis regarding tax issues as may be requested from
            time to time.

Steven L. Rathjen disclosed that his Firm's professionals bill:

      Designation                             Hourly Rate
      -----------                             -----------
      Partners                                $600
      Directors/Senior Managers/Managers      $400 - $500
      Senior/Staff Accountants                $200 - $300

KPMG has received $12,000 as advance payment from the Debtors.
The Firm also received $104,582 from the Debtors 90 days prior to
the bankruptcy filing which, the Firm believes, is not a
preferential payment.

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

Headquartered in Kansas City, Missouri, Birch Telecom, Inc. and
its subsidiaries -- http://www.birch.com/-- own and operate an
integrated voice and data network, and offer 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.


BRICE ROAD: Taps Samuel D. Koon to Appraise Kensington Commons
--------------------------------------------------------------
Brice Road Developments, L.L.C., asks the U.S. Bankruptcy Court
for the Southern District of Ohio, Eastern Division, for
permission to employ Samuel D. Koon & Associates, Ltd., to
appraise Kensington Commons -- 264-unit apartment complex located
outside of Columbus, Ohio.

The Firm will bill $8,500 to appraise the property on an expedited
basis and $250 per hour for its professionals.  It has agreed to
provide the completed appraisal within three weeks after the Firm
receives any third party reports needed for the appraisal.

The Firm assures the Court that it will not purchase or acquire
any interest in any of the property that it appraises.

To the best of the Debtor's knowledge, Samuel D. Koon & Associates
is a "disinterested person" as that term is defined in 11 U.S.C
Sec. 101(14).

Headquartered in Dublin, Ohio, Brice Road Developments, L.L.C.,
owns Kensington Commons, a 264-unit apartment complex located
outside of Columbus, Ohio.  The Company filed for chapter 11
protection on Sept. 2, 2005 (Bankr. S.D. Ohio Case No. 05-66007).
Yvette A Cox, Esq., at Bailey Cavalieri LLC 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.


CALUMET LUBRICANTS: S&P Rates $50 Million L/C Facility at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to independent petroleum refining company Calumet
Lubricants Co. L.P.

At the same time, Standard & Poor's assigned its 'B+' senior
secured debt rating and its '1' recovery rating to Calumet's
proposed $175 million term loan facility due 2012.  The 'B+'
rating and '1' recovery rating indicates the expectation for the
full recovery of principal in the event of payment default.

Standard & Poor's also assigned its 'BB-' senior secured rating
and '1' recovery rating to Calumet's $50 million letter of credit
facility due 2012.  The 'BB-' rating and '1' recovery rating
indicate the expectation for the full recovery of principal in the
event of payment default.

The outlook is stable.  Pro forma for the proposed financings,
Indianapolis, Indiana-based Calumet will have $274 million of
debt.

The ratings on Calumet reflect its position as a small, highly
leveraged, independent petroleum refiner operating in a very
competitive, erratically profitable, and capital-intensive
industry.

"The stable outlook on Calumet reflects expectations for
significant near-term debt repayment through free cash flow and
continued moderate capital spending," said Standard & Poor's
credit analyst Paul Harvey.

Calumet is a small, 65,500 barrel per day privately held refining
and marketing company, with production spread among three
refineries located in northern Louisiana.


CAPE HAZE: Court Okays Hiring of Donica Law as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Cape Haze Windward Partners, Inc., permission to employ Donica Law
Firm P.A., as its general bankruptcy counsel.

Donica Law will:

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

   2) take any necessary actions to avoid any liens against the
      Debtor's property obtained within three months of the filing
      of its bankruptcy petition and at a time when the Debtor is
      insolvent;

   3) take any necessary actions to enjoin and stay any and all
      suits against the Debtor affecting its ability to continue
      in business or affect its property in which it has equity;

   4) represent the Debtor in all adversary suits or actions
      brought in Federal or State courts and prepare on behalf of
      the Debtor all necessary petitions, answers, orders, reports
      and other legal papers;

   5) represent the Debtor in any negotiations with potential
      financing sources and prepare any contracts, security
      agreements or other documents necessary to obtain financing;
      and

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

Herbert R. Donica, Esq., a Member of Donica Law, is one of the
lead attorneys for the Debtors.  Mr. Donica discloses that his
Firm received a $30,000 retainer on Oct. 13, 2005.  The Firm
expects to receive $20,000 as additional retainer.  Mr. Donica
charges $295 per hour for his services.

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

Headquartered in Cape Haze, Florida, Cape Haze Windward Partners,
Inc., is a land developer.  It also builds and sells condominiums
and townhouses on the gulf coast of Florida.  The Company filed
for chapter 11 protection on Oct. 15, 2005 (Bankr. D. M.D. Fla.
Case No. 05-28339).  When the Debtor filed for protection from its
creditors, it estimated assets and debts of $10 million to $50
million.


CAPE HAZE: Section 341(a) Meeting Slated for December 1
-------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Cape Haze
Windward Partners, Inc.'s creditors at 2:30 p.m., on Dec. 1, 2005,
at the U.S. Courthouse, Room 2-101, 2110 First Street, Ft. Myers,
Florida 33901.  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 Cape Haze, Florida, Cape Haze Windward Partners,
Inc., is a land developer.  It also builds and sells condominiums
and townhouses on the gulf coast of Florida.  The Company filed
for chapter 11 protection on Oct. 15, 2005 (Bankr. D. M.D. Fla.
Case No. 05-28339).  Herbert R. Donica, Esq., at Donica Law Firm
P.A., 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.


CAPITAL AUTOMOTIVE: CA Acquisition Launches Offer for 6.75% Notes
-----------------------------------------------------------------
Capital Automotive REIT (Nasdaq: CARS) reported that -- in
connection with the previously reported merger of Capital
Automotive REIT and its operating partnership into subsidiaries of
Flag Fund V, LLC -- CA Acquisition Corp. has commenced a cash
tender offer for any and all of the outstanding $125,000,000
aggregate principal amount of 6.75% Monthly Income Notes Due 2019
of Capital Automotive REIT and consent solicitation regarding
certain proposed amendments to the indenture governing the Notes.

Noteholders who validly tender their notes and deliver consents
before 5:00 p.m., New York City time, on Wednesday, Nov. 16, 2005,
unless extended, will receive the total consideration of $26.00
per $25.00 principal amount of Notes tendered.  The total
consideration includes a consent payment of $2.00 per $25.00
principal amount of Notes.  Noteholders who validly tender their
Notes and deliver consents after the Consent Payment Deadline and
before 5:00 p.m., New York City time, on Friday, Dec. 2, 2005,
unless extended, will receive as payment for the Notes $24.00 per
$25.00 principal amount of Notes, which is the total consideration
per $25.00 principal amount of Notes, less the $2.00 consent
payment.  In either case, noteholders who validly tender their
Notes will be paid accrued and unpaid interest up to, but not
including, the date of payment for the Notes.

The offer will expire on Dec.2, 2005, unless extended.  Holders
tendering their Notes prior to the Expiration Time, whether before
or after the Consent Payment Deadline, will be deemed to consent
to certain proposed amendments to the indenture governing the
Notes, which will, among other things, eliminate substantially all
of the restrictive covenants in the indenture.  Tendered Notes may
not be withdrawn and consents may not be revoked after the Consent
Payment Deadline, except as described in the Offer to Purchase and
Consent Solicitation Statement, dated Nov. 2, 2005, or as required
by law.

The offer is subject to the satisfaction of certain conditions,
including the consummation of the Merger and the receipt of
consents of holders representing at least a majority in principal
amount of the outstanding Notes.  The terms of the offer are
described in the Offer to Purchase and Consent Solicitation
Statement, dated Nov. 2, 2005, copies of which may be obtained
from Global Bondholder Services, the tender and information agent
for the offer, at (866) 873-5600 (US toll free) or (212) 430-3774
(collect).

CA Acquisition Corp., a wholly owned subsidiary of Flag Fund V, is
retaining Wachovia Securities to act as the exclusive Dealer
Manager in connection with the tender offer and exclusive
Solicitation Agent in connection with the consent solicitation.
For additional information regarding the tender offer and consent
solicitation, contact Wachovia Securities at (866) 309-6316 (US
Toll Free) or (704) 715-8341 (collect).

Headquartered in McLean, Virginia, Capital Automotive REIT --
http://www.capitalautomotive.com/-- is a self- administered,
self-managed real estate investment trust.  The Company's primary
strategy is to acquire real property and improvements used by
operators of multi-site, multi-franchised automotive dealerships
and related businesses.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Moody's Investors Service placed its ratings of Capital Automotive
REIT on review for possible downgrade.  This review was prompted
by CARS' announcement that it has agreed to be acquired for cash
by clients advised by DRA Advisors LLC.  The total transaction
value is approximately $3.4 billion, including the assumption of
CARS indebtedness and preferred shares.  CARS' Series A and Series
B Cumulative Redeemable Preferred Shares will remain outstanding
after the close of the acquisition as preferred shares of CARS.

Ratings under review for possible downgrade are:

   Capital Automotive REIT:

     * Senior unsecured debt rated Baa3
     * Preferred stock rated Ba1


CITICORP MORTGAGE: Debt Support Prompts Fitch to Lift Ratings
-------------------------------------------------------------
Fitch Ratings has taken rating actions on these Citicorp Mortgage
Securities, Inc., issues:

   Series 1999-6

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 upgraded to 'AA-' from 'A'.

   Series 1999-8

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 upgraded to 'A+' from 'A'.

   Series 2002-11

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 upgraded to 'AAA' from 'AA+';
     -- Class B-3 upgraded to 'AA' from 'AA-';
     -- Class B-4 upgraded to 'A' from 'A-';
     -- Class B-5 upgraded to 'BBB' from 'BB+'.

   Series 2002-12

     -- Class A affirmed at 'AAA'.

   Series 2003-2

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA+';
     -- Class B-3 upgraded to 'AA-' from 'A+'.
     -- Class B-4 upgraded to 'A-' from 'BBB+'.
     -- Class B-5 upgraded to 'BB+' from 'BB-'.

   Series 2003-3

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 upgraded to 'AAA' from 'AA+';
     -- Class B-3 upgraded to 'AA' from 'A+';
     -- Class B-4 upgraded to 'A' from 'BBB+';
     -- Class B-5 upgraded to 'BB+' from 'BB-'.

   Series 2003-4

     -- Class A affirmed at 'AAA'

   Series 2003-5

     -- Class A affirmed at 'AAA';
     -- Class B-1 upgraded to 'AAA' from 'AA';
     -- Class B-2 upgraded to 'AA' from 'A';
     -- Class B-3 upgraded to 'A' from 'BBB';
     -- Class B-4 upgraded to 'BBB-' from 'BB';
     -- Class B-5 upgraded to 'BB-' from 'B'.

   Series 2003-8

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

   Series 2003-10

     -- Class A affirmed at 'AAA'.

   Series 2003-11

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

The mortgage loans consist of fixed-rate, 15-30-year mortgages
extended to prime borrowers and are secured by first liens,
primarily on one- to four-family residential properties.  As of
the September 2005 distribution date, the transactions are
seasoned from a range of 21 to 72 months and the pool factors --
current mortgage loan principal outstanding as a percentage of the
initial pool -- range from 4.48% to 70.95%.  All of the loans are
serviced by CitiMortgage, Inc., which is rated 'RPS1' by Fitch.

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$1.597 billion of outstanding certificates.

The upgrades reflect an increased amount of credit support and
lower than expected delinquencies and affect approximately $23.11
million.  For the 1999 vintage bonds, the credit enhancement has
risen to more than 10 times the original levels; for the 2002
vintage bonds, the credit enhancement has risen to more than 6x
the original; and for the 2003 vintage bonds, the credit
enhancement has risen to more than 3x the original.

Fitch will continue to closely monitor these transactions.
Further information regarding current delinquency, loss, and
credit enhancement statistics is available on the Fitch Ratings
Website at http://www.fitchratings.com/


CONSECO INC: Earns $77.9 Mil of Net Income in the Third Quarter
---------------------------------------------------------------
Conseco, Inc. (NYSE: CNO) reported results for the third quarter
of 2005, the company's eighth consecutive quarter of strong
earnings.  Net income for the three months ended Sept. 30, 2005,
was $77.9 million compared to net income of $67.3 million in
Sept. 30, 2004.  Net operating income was $72.1 million, up 24%
versus $58.0 million in the third quarter of 2004.  Net income
applicable to common stock was $68.4 million, up 18% versus $58.0
million in 3Q04.  Earnings before net realized investment gains,
corporate interest and taxes were $142.8 million in the third
quarter of 2005, up 23% versus $116.1 million in the same period
of 2004.

For the first nine months of 2005, net operating income was $216.6
million, up 53% versus $142 million in 2004.  Nine-month net
operating income per share was $1.32, up 22% versus $1.08 in 2004.
Nine-month net income applicable to common stock was $219.3
million, up 44% versus $152.4 million in 2004.  Nine-month
earnings before net realized investment gains, corporate interest
and taxes were $425.1 million in 2005, up 16% versus $365.3
million in 2004.

"Conseco has posted its eighth consecutive quarter of strong
earnings growth, reflecting the consistent progress we have made
on our key initiatives," William Kirsch, Pesident and CEO, said.
"While much work remains to be done in our mission to establish
Conseco as a premier insurance company serving middle market
Americans with life, annuity and supplemental health products, our
efforts to improve the company's distribution, technology, product
offerings, operations and expense management are producing
meaningful results."

Conseco, Inc.'s -- http://www.conseco.com/-- insurance companies
help protect working American families and seniors from financial
adversity: Medicare supplement, long-term care, cancer,
heart/stroke and accident policies protect people against major
unplanned expenses; annuities and life insurance products help
people plan for their financial futures.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 12, 2005,
Moody's assigned a B3 rating to Conseco Inc.'s $300 million
convertible debentures and a B2 rating to the company's
$80 million revolving credit facility.  Consistent with the rest
of the ratings on Conseco (except for Conseco Senior Health
Insurance Company, the ratings were placed on review for possible
upgrade.

At the same time, Fitch Ratings assigned a 'BB-' rating to
Conseco, Inc.'s proposed issuance of $300 million of senior
unsecured convertible notes due 2035.  Also, Fitch has assigned a
'BB+' rating to Conseco's senior secured bank debt, and affirmed
the company's 'BB' long-term (issuer) rating and 'B+' preferred
stock rating.  Fitch said the rating outlook for all ratings is
Stable.


CONTINENTAL AIRLINES: Reports October 2005 Operational Performance
------------------------------------------------------------------
Continental Airlines (NYSE: CAL) reported an October consolidated
(mainline plus regional) load factor of 77.3%, 1.0 point below
last year's October consolidated load factor, and a mainline load
factor of 77.4%, 1.5 points below last year's October mainline
load factor.  The carrier reported for October 2005 a record
domestic mainline load factor of 80.2%, 1.2 points above October
2004, and an international mainline load factor of 74.0%, 4.6
points below October 2004.

During the month, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 78.1% and a systemwide
mainline completion factor of 98.8%.  The carrier's systemwide
mainline completion factor was negatively impacted by Hurricane
Wilma.  Excluding weather cancellations, the carrier's systemwide
mainline completion factor for October 2005 was 99.6 percent.

In October 2005, Continental flew 6.6 billion consolidated revenue
passenger miles and 8.6 billion consolidated available seat miles,
resulting in a traffic increase of 7.2% and a capacity increase of
8.6% as compared to October 2004.  In October 2005, Continental
flew 5.9 billion mainline RPMs and 7.6 billion mainline ASMs,
resulting in a mainline traffic increase of 6.1% and a mainline
capacity increase of 8.1% as compared to October 2004.  Domestic
mainline traffic was 3.3 billion RPMs in October 2005, up 5.0%
from October 2004, and domestic mainline capacity was 4.1 billion
ASMs, up 3.4% from October 2004.

For the month of October 2005, consolidated passenger revenue per
available seat mile is estimated to have increased between 4.5 and
5.5% compared to October 2004, while mainline passenger RASM is
estimated to have increased between 3.5 and 4.5% compared to
October 2004.  For September 2005, consolidated passenger RASM
increased 9.0% compared to September 2004 while mainline passenger
RASM increased 8.3% from September 2004.

Continental's regional operations had a record October load factor
of 76.7%, 2.4 points above last year's October load factor.
Regional RPMs were 779.9 million and regional ASMs were 1.02
billion in October 2005, resulting in a traffic increase of 16.1%
and a capacity increase of 12.6% versus October 2004.

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.


DELTA AIR: Asks Court to Approve Stipulation With 24 Parties
------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
their stipulation with 24 parties that hold rights and interests
in the Debtors' airframes, engines, related equipment or other
equipment, documents and records described in Section 1110(a)(3)
of the Bankruptcy Code.

The Aircraft Finance Parties have agreed not to file motions for
adequate protection pursuant to Sections 361, 362, 364 of the
Bankruptcy Code at this time.  In exchange for Aircraft Finance
Parties' forbearance, the Debtors have agreed that any motion for
adequate protection, which if subsequently filed, will be treated
as if filed on the Petition Date.

The Aircraft Finance Parties each agree that they will not file an
Adequate Protection Motion with respect to their Aircraft
Interests on or before the day, which is the earlier of:

   (i) December 1, 2005;

  (ii) the day before the effective date of any abandonment of
       any of the aircraft in which any of the Aircraft Finance
       Parties holds an interest;

(iii) the day before rejection of any lease relating to any of
       the aircraft in which any of the Aircraft Finance Parties
       holds an interest; or

  (iv) the day before the expiration of any agreement to which
       any of the Aircraft Finance Parties is a party which
       agreement was entered into pursuant to Section 1110(b).

The Aircraft Finance Parties are:

   -- Bayerische Landesbank,
   -- Bankgesellschaft Berlin AG,
   -- Bremer Landesbank Kreditanstalt Oldenburg-Girozentrale,
   -- Calyon,
   -- CIT Communications Finance Corporation,
   -- CIT Group, Inc.,
   -- The CIT Group/Equipment Financing, Inc.,
   -- C.I.T. Leasing Corporation,
   -- Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
   -- Credit Suisse First Boston,
   -- DVB Bank AG,
   -- Export Development Canada,
   -- GMAC Commercial Finance LLC,
   -- The Governor and Company of the Bank of Scotland,
   -- Halifax Bank plc,
   -- HSH Nordbank AG,
   -- Landesbank Saar Girozentrale,
   -- Lehman Brothers Inc.,
   -- LRP Landesbank Rheinland-Pfalz,
   -- MBIA Insurance Company,
   -- Morgan Stanley & Co., Incorporated,
   -- Natexis Banques Populaires, NIB Capital Bank, N.V.,
   -- Norddeutsche Landesbank Girozentrale, and
   -- Tokyo Leasing (USA), Inc.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Wants Court to OK U.S. Bank Sec. 1110(b) Stipulation
---------------------------------------------------------------
Delta Air Lines, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to approve a stipulation under
Section 1110(b) of the Bankruptcy Code with respect to an aircraft
financing transaction -- 2000-1 EETC.

Michael E. Wiles, Esq., at Debevoise & Plimpton LLP, in New York,
relates that Delta has used a number of Enhanced Equipment Trust
Certificate financings to finance some of the aircraft in its
fleet.  The Debtors used the 200-1 EETC to finance 44 Boeing
aircraft.

As part of the 2000-1 EETC, Delta entered into 44 separate
Indenture and Security Agreements.  U.S. Bank Trust National
Association is the Loan Trustee under each of the Indentures.
Delta has issued five secured notes under each Indenture -- "A-1,"
"A-2," "B," "C" and "D" Equipment Notes.  The payment of each
Equipment Note is secured by a mortgage on, and security interest
in, the aircraft to which the Equipment Note relates.

The Equipment Notes were purchased by five Delta Air Lines Pass
Through Trusts -- "2000-1A-1," "2000-1A-2," "2000-1B," "2000-1C,"
and "2000-1D".  U.S. Bank is the Trustee of each of these Pass-
Through Trusts.  Each Pass Through Trust purchased all of the
Equipment Notes of a specific series.  Each Pass Through Trust
purchased Equipment Notes using proceeds from the public or
private sale of corresponding classes of enhanced equipment trust
certificates.  The Certificates entitle the holders to receive
payments from the Trusts.  The payments on each class of
Certificates are matched to the payments that the issuing Trust
receives on the parallel series of underlying Equipment Notes.

The Equipment Notes are registered in the name of U.S. Bank in its
capacity as Subordination Agent under an Intercreditor Agreement
dated as of November 16, 2000, as amended.  The Intercreditor
Agreement controls the distribution of funds among the various
Pass Through Trusts, and gives effect to the terms of
subordination agreed upon by the parties.

Delta makes payments on the Equipment Notes semi-annually on each
May 18 and November 18.  The payments are received and allocated
by the Subordination Agent in accordance with the provisions of
the Intercreditor Agreement.  The Pass Through Trustees use the
funds they receive to make semi-annual payments on the
Certificates.

The filing by Delta of a voluntary petition under Chapter 11 of
the Bankruptcy Code constitutes a "Triggering Event" under the
Intercreditor Agreement.  Once a Triggering Event occurs, all
distributions are made pursuant to Section 3.03 of the
Intercreditor Agreement.  Section 3.03 provides for the payment of
certain fees, expenses and other amounts, and provides that the
Subordination Agent is then required to distribute to the Pass
Through Trustees, to the extent of sufficient funds, the "Adjusted
Expected Distribution" for each Class of Certificates.

More than $1.5 billion of Equipment Notes are currently
outstanding under the 2000-1 EETC.  The next scheduled semi-annual
payment due on the Equipment Notes, totaling $494,353,243 in
principal and accrued interest, is due on November 18, 2005.

The Adjusted Expected Distribution for each Class of
Certificates on November 18 is:

       Class     Principal      Interest        Total
       -----     ---------      --------        -----
        A-1     $20,425,490    $7,167,629    $27,593,119
        A-2               -    27,938,448     27,938,448
        B                 -     7,226,881      7,226,881
        C       238,273,000     9,267,628    247,540,628
        D       176,035,739     8,018,428    184,054,167
               ------------   -----------   ------------
       Total:  $434,734,229   $59,619,014   $494,353,243

The Adjusted Expected Distributions for the Class C and Class D
Certificates represent final distributions, as the C and D
Equipment Notes mature on November 18, 2005.  The other
Equipment Notes mature in 2010.

Delta owns a beneficial interest in $164,313,057 in principal
amount of the Class C Certificates and also holds a beneficial
interest in 100% of the principal of the outstanding Class D
Certificates.  As a result, Delta itself is scheduled to receive
approximately $354,000,000 of the payments that Delta is scheduled
to make on November 18, 2005.  In light of Delta's interests in
Class C and D Certificates, the "net" cost of the November 18
Payments to Delta would be approximately $140,000,000.

Each of the aircraft included in the 2000-1 EETC is subject to the
provisions of Section 1110.  Delta wants confirmation that the
November 18 Payment will be applied accordingly, so that Delta can
make a timely and responsible business decision as to whether to
agree to continue to make the payments pursuant to Section 1110.

Pursuant to the Stipulation, the parties agree that, if Delta
makes the November 18 payments, then the Subordination Agent will
distribute to the Pass Through Trusts, and the Pass Through
Trusts will distribute funds to the holders as of the relevant
record date of its Class of Certificates, the "Adjusted Expected
Distributions."

U.S. Bank has represented, in the Stipulation, that it is not
aware of any defaults under the 1110 Documents that have occurred
prior Oct. 13, 2005, and that are of a kind that need to be cured
pursuant to the terms of Section 1110(a)(2)(B).

Delta agrees, pursuant to Section 1110(a)(2)(A), that it will
continue to perform all of its obligations under the 1110
Documents.  Delta also agrees that it will cure defaults, if any,
under the 1110 Documents and will do so within the time periods
specified.

The parties have agreed that if, on or before the deadline for
objecting to the Stipulation, the Controlling Party issues a
direction to U.S. Bank that is inconsistent in any way with the
entry into, or substance of, the Stipulation, and if U.S. Bank
communicates that state of affairs to Delta, the Stipulation will
be of no force and effect unless that inconsistency can be
resolved to the parties' mutual satisfaction.

Delta and its advisors believe that the $140,000,000 expense is
appropriate and reasonable in light of the continued value of the
aircraft to Delta.  Mr. Wiles notes that the Stipulation will
enable Delta to continue to use the aircraft without risk of
disruption.  In addition, the Stipulation is not prejudicial in
any way to the interests of creditors or of Delta's estate.  Mr.
Wiles clarifies that the Stipulation is not a reinstatement of the
debts.  The Stipulation is an agreement to continue to make
payments, and to cure defaults to preserve the protections of the
automatic stay.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Beal Savings Says Sec. 1110(b) Stipulation Lacks Info
----------------------------------------------------------------
Beal Savings Bank and Beal Capital Markets are holders of Class
2000 1-A1 and 2000-1A2 certificates.  Beal's interests are senior
to those of holders of other classes of the 2000-1 EETC.

Beal objects to the Section 1110 Stipulation relating to the
2000-1 EETC aircraft financing transaction.

Gregory G. Hesse, Esq., at Jenkens & Gilchrist, in Dallas, Texas,
explains that Delta Air Lines Inc. and its debtor-affiliates have
not provided sufficient information about the payments to be made
or the recipients of the payments.  In addition, the Debtors have
not made clear whether any payment will be made to Delta Air
Lines, Inc., with respect to its holdings in Classes C and D.
Therefore, Beal cannot determine whether it will receive full
payment of the principal and interest due to be paid to them on
November 18, 2005.

Mr. Hesse adds that the Debtors must establish that the
Stipulation is consistent and complies with all requirements
imposed upon them by all applicable transaction documents and the
Bankruptcy Code.

Beal also complains that the Motion was filed in an expedited
basis, setting a short time for parties to respond, despite the
insufficient information provided by the Debtors.

                        Debtors Respond

Michael E. Wiles, Esq., at Debevoise & Plimpton LLP, in New York,
explains that the Agreements require Delta to pay certain fees and
expenses in addition to the amounts of principal and interest that
are due under the Equipment Notes.  The payment of the fees and
expenses does not alter the scheduled payments of principal and
interest on the Equipment Notes and will not alter the payments of
"Adjusted Expected Distributions" that the Pass-Through Trustees
are scheduled to make to holders of outstanding Certificates.

Delta conveys that it does not know the extent of Beal's holdings.
However, Delta says that to the extent that Beal is a holder of A-
1 and A-2 Certificates, it will receive its pro rata share of the
"Adjusted Expected Distributions" for those Classes of
Certificates.

The "Adjusted Expected Distributions" for Classes A-1 and A-2
correspond to the November 18, 2005 payments of principal and
interest that Delta must make on the A-1 and A-2 Equipment Notes.

Mr. Wiles notes that Delta owns beneficial interests in many of
the Class C and Class D Certificates.  As a result, Delta will be
entitled to receive about $354 million of the distributions that
the Pass-Through Trustees will make, thereby reducing the "net"
cost of the November 18 Payments -- to Delta -- to approximately
$140 million.

Mr. Wiles also points out that Section 1110 requires Delta to make
the November 18 Payments, in their entirety, to maintain the
automatic stay and to protect Delta's rights to continue to use
the underlying aircraft.  The Stipulation just confirms the manner
in which the November 18, 2005 Payments are to be distributed by
the Subordination Agent and the Pass-Through Trustees, in
accordance with the provisions of the Agreements.

Mr. Wiles attest that Delta has filed the Motion with the
appropriate amount of notice, as approved in the case management
procedures established by the U.S. Bankruptcy Court for the
Southern District of New York.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


EEX ACQUISITION: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: EEX Acquisition LLC
             2101 Fourth Avenue, Suite 220
             Seattle, Washington 98121

Bankruptcy Case No.: 05-28286

Debtor-affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      G B Vessel Acquisition LLC                 05-28316

Chapter 11 Petition Date: October 14, 2005

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Michael E. Gossler, Esq.
                  701 Fifth Avenue, Suite 5500
                  Seattle, Washington 98104
                  Tel: (206) 682-7090

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
EEX Acquisition LLC         $1 Million to      $1 Million to
                            $10 Million        $10 Million

G B Vessel Acquisition LLC  $1 Million to      $1 Million to
                            $10 Million        $10 Million

A. EEX Acquisition LLC's Largest Unsecured Creditor:

       Entity                             Claim Amount
       ------                             ------------
   Venture Pacific Marine, Inc.                $57,948
   Attn: Dan Stabbert
   4 Nickerson Street, Suite 2200
   Seattle, WA 98109

B. G B Vessel Acquisition LLC's 7 Largest Unsecured Creditors:

       Entity                             Claim Amount
       ------                             ------------
   Regal Financial Bank                     $1,500,000
   P.O. Box 21485
   Seattle, WA 98111-3485

   Petro Marine Services                      $125,326
   P.O. Box 21388
   Juneau, AK 99802

   Four Seasons Tours                          $79,741
   P.O. Box 608
   Poulsbo, WA 98370

   Food Services of America                    $73,434
   P.O. Box 34006
   Seattle, WA 98124-1006

   Venture Pacific Marine, Inc.                $57,948
   Attn: Dan Stabbert
   4 Nickerson Street, Suite 2200
   Seattle, WA 98109

   Pacific Fisherman, Inc.                     $57,208
   5351 24th Avenue NW
   Seattle, WA 98107

   Shoreside Petroleum, Inc.                   $29,352
   700 Port Avenue
   P.O. Box 1189
   Seward, AK 99664


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)


FAIRPOINT COMMS: Stockholders' Equity Soars to $250MM at Sept. 30
-----------------------------------------------------------------
FairPoint Communications, Inc. (NYSE: FRP) reported financial
results for the third quarter ended Sept. 30, 2005.

Operating revenues for the third quarter of 2005 increased
$600,000 or 0.9% over the third quarter of 2004.  Excluding the
impact of operations acquired in 2005 and non-recurring revenues
received in the third quarter of 2004, revenue was essentially
flat compared to the second quarter of 2005 and decreased
approximately 0.3% compared to the third quarter of 2004.

The Company paid a dividend of $13.8 million on Oct. 19, 2005.

Adjusted EBITDA for the third quarter of 2005 was $31.0 million
versus $34.8 million for the same period last year.

Operating revenues for the nine months ended Sept. 30, 2005
increased $4.1 million or 2.2% over the nine months ended
Sept. 30, 2004.  Excluding the impact of acquired operations and
non-recurring revenues, revenue increased $300,000 or 0.2%
compared to the nine months ended Sept. 30, 2004.

Adjusted EBITDA for the nine months ended Sept. 30, 2005 was $97.2
million versus $105.6 million for the same period last year.

Income from operations was $47.6 million for the nine months ended
Sept. 30, 2005 compared to $55.5 million for the nine months ended
Sept. 30, 2004.

At Sept. 30, 2005, access line equivalents totaled 291,072
compared to 287,723 at June 30, 2005.  This increase in access
line equivalents is from the Company's acquisition of Bentleyville
Communications Corporation, which closed in the third quarter.

"We are disappointed with our third quarter financial results, but
this has been an important transition period for FairPoint," Gene
Johnson, Chairman and CEO, said.  "Our billing system conversion
created some customer service problems which have been costly to
address, but we have taken a close look at all of our operations
and are confident in our direction."

Headquartered in Charlotte, North Carolina, FairPoint
Communications, Inc. -- http://www.fairpoint.com/-- is a leading
provider of communications services to rural communities across
the country.  Incorporated in 1991, FairPoint's mission is to
acquire and operate telecommunications companies that set the
standard of excellence for the delivery of service to rural
communities.  Today, FairPoint owns and operates 28 rural local
exchange companies located in 17 states, offering an array of
services, including local and long distance voice, data, Internet
and broadband offerings.

At Sept. 30, 2005, FairPoint Communications, Inc.'s balance sheet
showed a positive stockholders' equity of $250,048,000 compared to
a stockholders' deficit of $172,952,000 at Dec. 31, 2004.


FIRST UNION: S&P Lifts Ratings on Six Low-B Rated Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 14
classes of First Union National Bank Commercial Mortgage Trust's
commercial mortgage pass-through certificates from series 2001-C2.
Concurrently, all other outstanding ratings are affirmed.

The raised and affirmed ratings reflect pool performance, loan
seasoning, and defeasance, as well as credit enhancement levels
that provide adequate support through various stress scenarios.

As of October 2005, the trust collateral consisted of 103
commercial mortgages with an outstanding balance of $905.2
million, down 9.6% since issuance.  Realized losses to date total
$1.37 million.  The master servicer, Wachovia Bank N.A., reported
interim and full-year 2004 net cash flow debt service coverage
ratios for 97.6% of the pool.  This excludes 22.96% of the pool,
which has been defeased or consists of credit tenant leases.

Based on this information, and excluding CTLs and defeased loans,
Standard & Poor's calculated a weighted average DSCR of 1.41x for
the pool, compared with 1.40x at issuance.

The current weighted average DSCR for the top 10 exposures secured
by real estate is 1.45x.  However, the weighted average DSCR is
pulled down by the second-largest loan, the Innkeepers portfolio,
which reported a weak 1.02x DSCR as of year-end 2004 and is on the
watchlist.  This loan is secured by six extended-stay lodging
properties under the Residence Inn by Marriott flag.  The
properties are located in Texas, Georgia, Florida, California, and
Connecticut and total 807 rooms.  Three of the properties have
experienced significant cash flow declines since issuance.

However, the property inspection reports indicated that several of
the properties were either partially or completely renovated over
the past two years.  This loan no longer exhibits credit
characteristics consistent with an investment-grade rating.

However, three other loans that exhibited investment-grade credit
characteristics at issuance continue to do so.  DSCRs for seven of
the top 10 loans have strengthened since issuance.  Property
inspection reports provided by Wachovia for the top 10 loans
indicated that all but one of the properties are in "good" to
"excellent" overall condition.  The property backing the 10th-
largest loan was said to be in "fair" condition.

As of October 2005, two small assets totaling $7.0 million, or
0.77%, were with the special servicer, LNR Partners Inc.  One of
the assets is a loan that is 60-plus-days delinquent, and the
other is REO.  There are no other delinquent loans in the pool.
The 60-plus-days delinquent loan is secured by a small office
property in Pittsburgh, Pennsylvania, that lost one of its two
tenants.

A recent appraisal resulted in an appraisal reduction amount of
$1.47 million.  The REO asset is a multifamily property in
Arlington, Texas, that remains listed for sale.  An appraisal
resulted in a $1.25 million appraisal reduction amount.  A loss is
anticipated upon disposition due to the large amount of advancing
on the asset.

The servicer's watchlist includes 20 loans totaling
$143.7 million, or 15.9%.  The loans are on the watchlist due to
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 specially serviced and watchlisted
loans.  The expected losses and resultant credit enhancement
levels adequately support the raised and affirmed ratings.

                          Ratings Raised

        First Union National Bank Commercial Mortgage Trust
    Commercial Mortgage Pass-through Certificates Series 2001-C2

                   Rating
          Class   To       From   Credit enhancement (%)
          B       AAA      AA                      19.48
          C       AAA      AA-                     18.10
          D       AAA      A+                      16.72
          E       AAA      A                       14.51
          F       AA+      A-                      13.40
          G       AA       BBB+                    11.74
          H       A-       BBB                      9.80
          J       BBB+     BBB-                     8.42
          K       BBB      BB+                      6.76
          L       BB+      BB                       4.55
          M       BB       BB-                      4.00
          N       BB-      B+                       3.33
          O       B+       B                        2.67
          P       B        B-                       2.24

                           Ratings Affirmed

          First Union National Bank Commercial Mortgage Trust
      Commercial Mortgage Pass-through Certificates Series 2001-C2

               Class   Rating   Credit enhancement (%)
               A-1     AAA                       24.19
               A-2     AAA                       24.19
               IO      AAA                         N/A

                           N/A-Not applicable.


FLEETWOOD INC: Amends EBITDA Covenant Under Credit Facility
-----------------------------------------------------------
Fleetwood Enterprises, Inc. (NYSE: FLE) reported its preliminary
sales for the second quarter of fiscal 2006, ended Oct. 30, 2005.

Company revenues dipped 3% in the second quarter to approximately
$626 million compared with $646 million last year.  Sales declines
in the RV Group were largely offset by increases in the Housing
Group.  The Company noted, however, that consolidated revenues in
the prior year were net of $34 million of intercompany sales to
its captive retail housing business, which was recently sold.  For
the first six months, sales were off 5 % to $1.24 billion compared
with $1.31 billion in fiscal 2005.

Recreational vehicle sales for the second quarter were down 13 %
to $392 million, compared to $450 million a year ago.  Motor home
sales were $249 million, down from $302 million in the prior year,
an 18 % decrease.  Travel trailer sales were $117 million,
reflecting a 2 % decline from the prior year's sales of $120
million.  Folding trailer sales were down 10 % to $26 million from
$28 million last year.

"The RV market, particularly in motor homes, is appreciably softer
than last year," Fleetwood's President and CEO Elden L. Smith
said.  "However, our motor home sales at recent retail shows have
been encouraging.  We continue to resist discounting on our 2006
products, but our major motor home competitors have recently
introduced substantial product discounts and sales incentives,
leading us to anticipate that competitive pressure will be
significant in the coming months.  Our travel trailer revenues
included $30 million of FEMA-unit sales for temporary shelter as
part of the disaster relief effort in the Gulf States.  The
majority of the initial order for 7,500 FEMA units will be shipped
during our third quarter."

                    Amendment of EDITBA Covenant

The Company also reported that it has finalized an agreement with
its lending syndicate to amend the EBITDA covenant in its credit
facility.  The EBITDA covenant, which has now been revised to
incorporate recent operating results, is only invoked if the
Company does not meet a liquidity test, and in recent months the
Company's liquidity has been comfortably in excess of the required
minimum threshold.

"We are optimistic about the progress being made throughout the
Company," Mr. Smith said.  "The principal pieces of our
restructuring plan are in place, and the related costs are largely
behind us.  We have further reduced our finished goods inventories
to less than five days' sales, and we are receiving positive
feedback from dealers and retail customers on our new RV and
manufactured housing products.  We are continuing to improve our
product offering and successfully removing excess costs.  As we
expand these initiatives, we expect to see continued improvement
in our results."

Fleetwood Enterprises, Inc. -- http://www.fleetwood.com/-- is a
leading producer of recreational vehicles and manufactured homes.
This Fortune 1000 company, headquartered in Riverside, California,
is dedicated to providing quality, innovative products that offer
exceptional value to its customers.  Fleetwood operates facilities
strategically located throughout the nation, including
recreational vehicle, manufactured housing and supply subsidiary
plants.

                        *     *     *

As reported in the Troubled Company Reporter on July 22, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Fleetwood Enterprises Inc. to 'B+' from 'BB-'.  S&P said
the outlook is negative.  At the same time, the rating assigned to
the company's convertible senior subordinated debentures is
lowered to 'B-' from 'B'.  The rating assigned to Fleetwood
Capital Trust's convertible trust preferred securities remains
'D', as Fleetwood continues to defer payment of related dividends.


GENERAL MECHANICS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: General Mechanics Corporation
        Post Office Box 3348
        Carolina, Puerto Rico 00984

Bankruptcy Case No.: 05-12425

Chapter 11 Petition Date: October 15, 2005

Court: District of Puerto Rico (Old San Juan)

Judge: Sara E. De Jesus Kellogg

Debtor's Counsel: Winston Vidal-Gamboa, Esq.
                  Winston Vidal Law Office
                  Post Office Box 193673
                  San Juan, Puerto Rico 00919-3673
                  Tel: (787) 751-2684
                  Fax: (787) 763-6114

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

      Entity                                     Claim Amount
      ------                                     ------------
   First Bank                                        $215,085
   1519 Avenida Ponce De Leon
   P.O. Box 9146
   San Juan, PR 00908-0146

   Municipio Autonomo de Carolina                    $172,954
   Apartado 8
   Carolina, PR 00986-0008

   Internal Revenue Services                         $150,000
   Mercantil Plaza Bldg. R-2
   Avenida Ponce De Leon
   San Juan, PR 00918-1693

   Department of Treasury of PR                      $100,000

   ISS Corp.                                          $95,668

   Steel and Pipes, Inc.                              $89,256

   Ernesto Lopez & Associates                         $71,697

   Compresores & Equipos, Inc.                        $64,847

   Municipio Autonomo de Carolina                     $45,000

   Mo-Weld Mechanical Services                        $44,335

   Departamento Del Trabajo y Recursos Humanos        $41,537

   Guth Lighting                                      $40,000

   CRIM                                               $33,383

   Indusa, Inc.                                       $32,506

   Internal Revenue Services                          $31,445

   Liberty Finance, Inc.                              $29,930

   Alonso Carus Iron Work                             $29,250

   AGA General Glasses                                $28,660

   Freddy Crane Service, Inc.                         $28,138

   Winsconsin Terrazo                                 $27,787


GRAFTECH INT'L: Sept. 30 Balance Sheet Upside-Down by $40 Million
-----------------------------------------------------------------
Citing lower operating costs from continued productivity and cost
reduction initiatives and higher than planned third quarter 2005
graphite electrode sales volume, GrafTech International Ltd.
(NYSE:GTI) reported income before special items of $12 million for
the quarter ended Sept. 30, 2005.

GTI Chief Executive Officer Craig Shular commented, "We delivered
improved performance in the third quarter of 2005, including
continued gross margin expansion.  Gross profit for the synthetic
graphite segment for the seasonally slow third quarter of 2005 was
11 % higher than the third quarter of 2004 despite significant
steel production slowdowns in most of our major markets during the
first nine months of 2005, as steel producers lowered operating
levels in order to reduce excess steel inventories.  These lower
operating levels resulted in a significant reduction of steel
inventories in the U.S. and, to a lesser extent, in other regions
of the world. During the third quarter, U.S. steel inventories on
hand dropped to their lowest levels in 18 months.  We shipped
approximately 48 thousand metric tons of graphite electrodes in
the third quarter and we expect to ship 200 thousand metric tons
of graphite electrodes in 2005."

Mr. Shular commented on the third quarter performance of GTI's
electronic thermal management product line, "We continued to gain
traction in the commercialization of our advantaged technologies.
During the third quarter of 2005, we received approval for the use
of our ETM solutions in a second liquid crystal display panel.
This is our first approval with a leading LCD television producer.
We believe the LCD flat panel television segment is expected to
grow from about 5 million units in 2004 to 47 million units by
2008."

GTI's ETM sales increased nearly 70%, to $5 million in the third
quarter of 2005 as compared to $3 million in the third quarter of
2004.  The company looks forward to a strong 2005 fourth quarter
and remains on track to achieve an almost 70% increase in sales
for the full year 2005, to $20 million as compared to $12 million
in 2004.

Net sales of $209 million were comparable to third quarter 2004
net sales of $206 million, despite significant reductions in steel
operating rates in 2005 as compared to 2004.

Graphite electrode sales volume for the quarter was 47.9 thousand
metric tons.  Average graphite electrode sales revenue per metric
ton was $2,835, an increase of over 13% as compared to the third
quarter of 2004.

ETM sales increased nearly 70%, to $5 million versus $3 million in
the third quarter of 2004.

Gross profit increased 9%, to $58 million versus $54 million for
the third quarter of 2004, benefiting from lower costs resulting
from operating efficiencies.  Selling, general and administrative
and research and development expenses together totaled $26 million
while interest expense was $13 million, both in line with the
company's third quarter and full year guidance.

Net income for the quarter was $16 million including a $5 million,
non-cash tax benefit, versus a $10 million net loss, including a
$25 million, non-cash tax expense, for the third quarter of 2004.

Income before special items was $12 million in the third quarter
of 2005, as compared to  $12 million in the third quarter of 2004.

Free cash flow before antitrust and restructuring payments was a
net use of $24 million, primarily due to the use of cash for
scheduled interest payments of $23 million.  The company paid
$1 million of restructuring and $4 million of antitrust related
payments in the third quarter of 2005.

The company has only $26 million remaining to be paid to the
Department of Justice -- $21 million in 2006 and $5 million in
2007 -- to bring these legacy liabilities, which have been a
significant burden on the company's cash flow, to closure.

GTI was recently informed that Citgo ceased producing green coke
at its Lemont, Illinois facility at the end of the third quarter
and has exited the premium needle coke business.  GTI, as part of
its procurement strategy, has not purchased significant quantities
of premium needle coke from Lemont in over five years.

GTI has secured approximately 65% of its 2006 graphite electrode
production costs, excluding the impact of currency exchange rates.
This includes 100% of the company's anticipated 2006 premium
needle coke requirements.

Mr. Shular commented on GTI's outlook, "Based on positive feedback
from our customers on their fourth quarter order books and lower
steel inventory levels, we expect higher steel operating rates in
the fourth quarter of 2005 as compared to the first three quarters
of the year. In addition, our customers have indicated their
intention to take full delivery of their committed 2005
requirements in this environment of rising graphite electrode
prices.  Accordingly, graphite electrode sales volume for the
fourth quarter of 2005 is projected to be 57 thousand metric tons,
resulting in full year 2005 graphite electrode sales volume of 200
thousand metric tons.  At current currency exchange rates, we
expect 2005 average graphite electrode revenue per metric ton to
be approximately $2,850.  On the cost side, we expect 2005
graphite electrode production costs to be 10% higher year-over-
year, at the low end of our guidance of 10 to 12%."

The company expects free cash flow before antitrust and
restructuring payments for 2005 to be a use of $10 million.

Commenting on 2006 outlook, Mr. Shular said, "Although we are
still early in the process, the building of the 2006 order book is
proceeding well.  The global graphite electrode pricing
environment continues to improve as global demand for high
quality, reliable graphite electrodes grows.  In response to these
market conditions and continued cost pressures, effective November
1, 2005, we increased our price for standard size melter graphite
electrodes by $150 per metric ton to $4,250 per metric ton in the
Americas, CIS, the Middle East, Africa, and Asia.  In Europe, we
increased our price for standard size melter graphite electrodes
to EUR 3,200 per metric ton.  Prices in the non-melter graphite
electrode segment, which represents about 30 % of our graphite
electrode demand, continue to vary significantly due to the
variety of end markets and performance requirements across those
end markets and higher availability of lower grade products."

As GTI looks forward to 2006, reducing the variability of, and
risks to, its cost structure remains a priority for the company.

Mr. Shular commented, "Our team remains focused on continuing to
execute on the various productivity enhancements we have already
identified to contain 2006 graphite electrode production cost
increases to a range of 10 % to 12 %, while laying a strong
foundation for future growth and profitability."

Mr. Shular concluded, "We look forward to the 2006 year. Global
steel inventories have fallen, 2006 steel outlook is positive, and
our plant operations are running superbly, enabling our best and
most consistent product quality ever.  In addition, we continue to
exploit the mega trend toward smaller, lighter and more demanding
electronic devices as our ETM products and solutions continue
outperforming competing materials in fast-growing segments such as
laptop computers and flat screen plasma and LCD televisions.  We
expect continued strong ETM sales in 2006, and we are projecting
2006 sales of at least $30 million."

GrafTech International Ltd. -- http://www.graftech.com/-- is one
of the world's largest manufacturers and providers of high quality
synthetic and natural graphite and carbon based products and
technical and research and development services, with customers in
80 countries engaged in the manufacture of steel, aluminum,
silicon metal, automotive products and electronics.  Graftech
manufactures graphite electrodes and cathodes, products essential
to the production of electric arc furnace steel and aluminum.
Graftech also manufactures thermal management, fuel cell and other
specialty graphite and carbon products for, and provide services
to, the electronics, power generation, semiconductor,
transportation, petrochemical and other metals markets.  Graftech
is the leading manufacturer in all of our major product lines,
with 13 state of the art manufacturing facilities strategically
located on four continents.

At Sept. 30, 2005, GrafTech International Ltd.'s balance sheet
showed a $40 million stockholders' deficit compared to a $53
million deficit at Dec. 31, 2004.


GWIN INC: Auditor Raises Going Concern Doubt
--------------------------------------------
Moore Stephens, PC, expressed substantial doubt about GWIN, Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended July 31,
2005.  The auditing firm pointed to the Company's losses from
operations, working capital deficiency and accumulated deficit.

In its annual report filed with the Securities and Exchange
Commission, GWIN reported a $1,800,830 net loss on $5,502,860 of
revenues for the fiscal year ended July 31, 2005, in contrast to a
$1,903,284 net loss on $6,080,787 of revenues in the prior year.
For the Fiscal Year ended July 31, 2005, the Company showed a
$927,779 operating loss compared to a $654,049 operating loss in
2004.

Commenting on GWIN's fiscal year 2005 results, company president
Douglas Miller said,  "Although the Company's operating results
show a larger loss than last year, the fact is, this is primarily
the result of an increase in Deferred Revenue of $648,000 over the
prior year.  Deferred Revenue is created when services are sold
that will be serviced over more than the month in which the sale
is made.  As the services are provided, the associated Deferred
Revenue is reported as Operating Revenue.  Since all sales,
marketing and commission expense (approximately 45% of the total
sale) associated with creating this Deferred Revenue is expensed
in the month the sale is made, this $648,000 increase in Deferred
Revenue created approximately $291,600 in additional Operating
Expenses for the Fiscal Year.  Since the expense is recorded in
the month of the sale, the entire amount of Deferred Revenue, when
it is recorded as Operating Revenue, is a direct contribution to
Operating Profit.  This large amount of Deferred Revenue, the
continued improved year-to-year sales, and additional advertising
contracts bodes well for much improved results in our year ending
July 31, 2006."

                          Liquidity

At July 31, 2005, GWIN's balance sheet showed assets totaling
$1,322,476 and liabilities totaling $2,081,515, resulting in a
stockholders' deficit of $759,039.  The Company's working capital
deficit as of July 31, 2005, was $927,518.  Of that amount,
approximately $960,000 represents revenues from sales that will
not be recognized until after July 31, 2005.  Accumulated deficit
at July 31, 2005, total approximately $27.5 million.

                          About GWIN

GWIN Inc. -- http://www.winningedge.com/-- produces television,
radio, and web-based programming related to sports and gaming and
provides sports handicapping analysis and advice to sports bettors
worldwide through its wholly owned subsidiary, Global SportsEDGE,
Inc.  Global SportsEDGE provides professional handicapping advice
on professional football games played by the National Football
League, professional basketball games played by the National
Basketball Association, college football and basketball games,
major-league baseball, hockey, NASCAR, and golf.


INTEGRATED ELECTRICAL: Likely Chap. 11 Cues S&P to Junk Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on engineering and construction firm Integrated Electrical
Services Inc. to 'CCC-' from 'B-', and also lowered the
subordinated debt rating on the company to 'C' from 'CCC'.  The
ratings remain on CreditWatch with negative implications, where
they were placed on May 19, 2005.  At June 30, 2005, Houston,
Texas-based IES had approximately $223 million in total debt
outstanding.

"The downgrade reflects our heightened concerns that the company
may undergo a financial restructuring that would disadvantage
bondholders," said Standard & Poor's credit analyst James Siahaan.
IES announced on Nov. 2, 2005, that it has hired financial advisor
Gordian Group LLC to assist the company in developing strategies
to delever its balance sheet.  Given IES' vulnerable financial
risk profile, including the company's onerous debt burden and
limited liquidity, it is possible the company could pursue a
coercive exchange or Chapter 11 filing.

Standard & Poor's will continue to monitor the situation carefully
and may lower the ratings further in the near term if the company
seeks alternatives that impair its credit.

IES is one of the larger engineering and construction specialty
contractors in the U.S.


INTEGRATED ELECTRICAL: Retains Gordian Group as Financial Advisor
-----------------------------------------------------------------
Integrated Electrical Services, Inc. (NYSE: IES) reported that as
a part of its continuing initiative to strengthen the Company's
balance sheet, it has retained Gordian Group, LLC, as a financial
advisor.  As part of its engagement, Gordian will assist the
Company's management and Board of Directors in developing
alternatives to refinance or de-lever all or a portion of its
long-term debt, including the 9-3/8% Senior Subordinated Notes due
2009.

"This is a very important initiative for our customers, suppliers
and employees," said Byron Snyder, Chief Executive Officer.  "This
initiative constitutes a significant step in our continuing
efforts to work with our various constituents to reduce our long
term debt, the goal of which is to improve free cash flow, enhance
credit ratings, strengthen the balance sheet and enhance surety
bonding capacity for our business.  During this process, we will
continue to maintain normal course of payment to vendors and
suppliers.  We are pleased with the faith and support that our
customers and suppliers continue to show in us."

Gordian is a leading investment bank based in New York City with a
national practice in providing investment banking and financial
advisory services in complex situations.  Consistently recognized
as one of the nation's top 10 investment banks in its field,
Gordian is a registered broker-dealer, has extensive capital
market capabilities and has been involved in over 150 engagements
during its 18-year history.  Gordian has received national
recognition for its advisory work, earning the 2000 Middle-Market
Deal of the Year award for its work on behalf of Ben & Jerry's
Homemade, Inc. in its sale to Unilever NV.

Integrated Electrical Services, Inc. is a national provider of
electrical solutions to the commercial and industrial, residential
and service markets.  The company offers electrical system design
and installation, contract maintenance and service to large and
small customers, including general contractors, developers and
corporations of all sizes.

                         *     *     *

As reported in today's Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit rating on
engineering and construction firm Integrated Electrical Services
Inc. to 'CCC-' from 'B-', and also lowered the subordinated debt
rating on the company to 'C' from 'CCC'.  The ratings remain on
CreditWatch with negative implications, where they were placed on
May 19, 2005.  At June 30, 2005, Houston, Texas-based IES had
approximately $223 million in total debt outstanding.

"The downgrade reflects our heightened concerns that the company
may undergo a financial restructuring that would disadvantage
bondholders," said Standard & Poor's credit analyst James Siahaan.
IES announced on Nov. 2, 2005, that it has hired financial advisor
Gordian Group LLC to assist the company in developing strategies
to delever its balance sheet.  Given IES' vulnerable financial
risk profile, including the company's onerous debt burden and
limited liquidity, it is possible the company could pursue a
coercive exchange or Chapter 11 filing.

Standard & Poor's will continue to monitor the situation carefully
and may lower the ratings further in the near term if the company
seeks alternatives that impair its credit.


INTERSTATE BAKERIES: Wants Court to Extend Exclusive Periods
------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri to
extend their exclusive periods to:

    (1) file a plan of reorganization through May 18, 2006;
        and

    (2) solicit and obtain acceptances of that plan through
        July 17, 2006.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that the consolidation process for
the Debtors' remaining profit centers was deferred while the
Debtors engaged in negotiations with local collective bargaining
units affiliated with the International Brotherhood of Teamsters
to seek new, longer term arrangements, which will, upon any
eventual assumption as part of a plan of reorganization, aid in
the Debtors' emergence from Chapter 11.  "To date, the Debtors
have reached agreement with 14 of its local collective bargaining
units in the Northeast PC affiliated with the IBT to modify and
extend the existing collective bargaining agreements that govern
their employment with the Debtors through July 31, 2010.  These
agreements have been ratified by the members of 12 of the local
unions."

The Debtors, however, recognize that the business changes
resulting from the PC reviews and from union negotiations, as
applicable, entail certain implementation risks.  Thus, the
Debtors anticipate that there will be a period of transition
before the true impact of the projected efficiencies can be
realized and utilized to aid in the formulation and development
of a credible long-term business plan, which is essential to the
assessment of a reasonable range of values for the Debtors'
reorganized businesses and the determination of how much debt and
equity those businesses will be able to support, towards a
successful reorganization of the Debtors' businesses.

Given the circumstances, the Debtors believe that a further
extension of their Exclusive Periods is warranted and essential.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, 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 listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: Wants to Consolidate Northwest Profit Center
-----------------------------------------------------------------
J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that Interstate Bakeries Corporation
and its debtor-affiliates have already sought and obtained Court
authority to consolidate operations in five of their profit
centers in the United States:

    -- Florida/Georgia,
    -- Mid-Atlantic,
    -- Northeast,
    -- Northern California, and
    -- Southern California.

The Debtors' profit centers are groupings of bakeries, depots,
thrift stores and routes based on geographic proximity.

Mr. Ivester reports that the Debtors have already analyzed their
profit center in the Northwest region of the U.S. and have, as a
result, identified, among other things:

    (i) unprofitable products and routes;

   (ii) areas of inefficient distribution;

  (iii) opportunities to rationalize brands and stock keeping
        units; and

   (iv) excess capacity in the Northwest Profit Center.

The Debtors determined that to achieve the target levels or
profitability and efficiency, they must:

    * close their bakery in Lakewood, Washington;
    * close certain depots and thrift stores; and
    * use remaining depots to service remapped delivery routes.

The Debtors expect to complete these actions by Dec. 17, 2005, at
which time their bread products will be no longer be sold in the
states of Washington and Oregon.  Branded cake products, however,
will continue to be available in those markets.

The consolidation is expected to affect approximately 200 bakery
production workers in the Northwest PC.  The Debtors sent out
Worker Adjustment and Retraining Notification notices on Oct. 17,
2005.

Mr. Ivester reports that the preliminary estimate charges to be
incurred in connection with the bakery closing in the Northwest
PC is approximately $15,000,000, including:

    -- $1,500,000 of severance charges;
    -- $11,500,000 of asset impairment charges; and
    -- $2,000,000 in other charges.

The Debtors further estimate that approximately $3,500,000 of the
costs will result in future cash expenditures and $500,000 in
capital expenditures and accrued expenses to effect the
consolidation.  Costs associated with the reduction of routes,
depots and thrift stores cannot be estimated at this time, Mr.
Ivester says.

The Debtors believe that the planned consolidation of the
Northwest PC will result in reduced costs, more efficiencies and
an improvement in their financial performance.

                        Withdrawal Liability

The Debtors currently contribute to more than 40 multi-employer
pension plans as required under various collective bargaining
agreements, many of which are underfunded.  Mr. Ivester notes
that there is a risk that the Northwest PC consolidation could
significantly increase the amount of the liability to the Debtors
should a total or partial withdrawal from the multi-employer
pension plans covering the affected employees be found to have
occurred.

The Debtors assure Judge Venters that they are conducting the
Northwest PC's consolidation in a manner that they believe will
not constitute a total or partial withdrawal from the relevant
multi-employer pension plans resulting in a material potential
withdrawal liability.

                      Rejection & Abandonment

During the course of the closing of the Lakewood Bakery and the
reduction of routes, depots and thrift stores, Mr. Ivester notes
that some of the Debtors' executory contracts and unexpired
leases will no longer be required for their operations.

Thus, to avoid incurring unnecessary administrative charges for
Contracts or property that will no longer provide tangible
benefit to their estates, the Debtors propose to implement
uniform procedures for rejecting the Contracts and abandoning the
property.

A. Contract Rejection Process

    (a) The Debtors seek to reject a Contract by filing a notice
        of rejection.  The rejection will be automatically
        effective on the date set forth in the Rejection Notice.

    (b) Objections must be filed within 10 days from the date on
        which the Rejection Notice is filed with the Court.
        Timely filed objections will be heard at the next omnibus
        hearing occurring not less than seven days following the
        filing of the Objection.

    (c) Parties will have 30 days from the Rejection Date to file
        a claim for damages arising from the rejection for each
        Contract.  Any claims not timely filed will be forever
        barred.

B. Property Abandonment Process

    (a) The Debtors seek to abandon property by filing a notice of
        abandonment.  The abandonment of the property will be
        automatically effective on the date set forth in the
        Abandonment Notice.

    (b) Objections to the abandonment must be filed within 10 days
        from the date on which the Abandonment Notice is filed
        with the Court.  Timely filed objections will be heard at
        the next omnibus hearing occurring not less than seven
        days following the filing of the Objection.

    (c) Parties will have 30 days from the Abandonment Date to
        file a claim for damages arising from the abandonment for
        each property.  Any claims not timely filed will be
        forever barred.

Accordingly, the Debtors ask the Court:

    (1) for authority to take actions as are necessary to
        consolidate operations in their Northwest PC; and

    (2) to approve the proposed procedures for rejecting contracts
        and abandoning property.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, 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 listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INVERNESS MEDICAL: Posts $6.6 Million Net Loss in Third Quarter
---------------------------------------------------------------
Inverness Medical Innovations, Inc. (Amex: IMA) reported financial
results for the quarter and the nine months ended Sept. 30, 2005.

For the third quarter of 2005, Inverness Medical Innovations
reported adjusted cash basis net loss of $2.9 million, compared to
adjusted cash basis net income of $1.3 million in the third
quarter of 2004.  The net loss available to common stockholders
prepared in accordance with accounting principles generally
accepted in the United States of America was $6.6 million in the
third quarter of 2005, compared to a net loss available to common
stockholders of $2.9 million for the third quarter of 2004.

In the third quarter of 2005, the company recorded net revenues of
$106.3 million compared to net revenues of $96.7 million in the
third quarter of 2004.  The revenue increase was due to increased
sales in the Professional Diagnostic segment contributed by Binax,
Inc., which Inverness acquired on March 31, 2005 and the Determine
business, acquired on June 30, 2005, as well as an increase in
royalty revenues principally relating to the impact of the ongoing
royalty earned during the quarter from our settlement with Quidel.

For the nine months ended Sept. 30, 2005, the Company reported an
adjusted cash basis net income of $2.4 million, compared to
adjusted cash basis net loss of $300,000 in the nine months ended
Sept. 30, 2004.  The net loss available to common stockholders
prepared in accordance with GAAP was $11.9 million for the nine
months ended Sept. 30, 2005, compared to a net loss available to
common stockholders of $13.7 million in the nine months ended
Sept. 30, 2004.

Net revenues for the nine months ended Sept. 30, 2005 were $300.5
million compared to net revenues of $276.9 million for nine months
ended Sept. 30, 2004.

Headquartered in Waltham, Massachusetts, Inverness Medical
Innovations -- http://www.invernessmedical.com/-- is a leading
global developer of advanced diagnostic devices and is presently
exploring new opportunities for its proprietary electrochemical
and other technologies in a variety of professional diagnostic and
consumer-oriented applications including immuno-diagnostics with a
focus on women's health and cardiology.  The Company's new product
development efforts, as well as its position as a leading supplier
of consumer pregnancy and fertility/ovulation tests and rapid
point-of-care diagnostics, are supported by the strength of its
intellectual property portfolio.

                    *       *       *

As reported in the Troubled Company Reporter on July 7, 2005,
Moody's Investors Service downgraded Inverness Medical
Innovations, Inc.'s Corporate Family Rating (previously called the
Sr. Implied rating) to B3 from B2.  The rating agency also lowered
the rating of the $150 million senior subordinated notes to Caa3
from Caa1.  Moody's said the outlook remains negative.


JERNBERG: Ch. 7 Trustee Taps Sugar Friedberg as Special Counsel
---------------------------------------------------------------
Richard J. Mason, the chapter 7 Trustee for the estates of
Jernberg Industries, Inc., and its debtor-affiliates, asks the
U.S. Bankruptcy Court for the Northern District of Illinois for
permission to employ Sugar, Friedberg and Felsenthal LLP as his
special counsel in certain specified matters.

The Court converted the Debtors' chapter 11 cases to a chapter 7
liquidation proceeding on Sept. 26, 2005.

On Aug. 24, 2005, the Court authorized the Debtors to sell
substantially all of their assets.  On Sept. 7, 2005, the sale
transaction closed, converting substantially all of the Debtors'
assets, exclusive of causes of action, into cash.

Prior to the Court's chapter 7 conversion order, Sugar Friedberg
filed, on behalf of the Official Committee of Unsecured Creditors,
an objection and a supplemental objection to the Debtors'
Assumption and Sale Motion.

Sugar Friedberg objected to the Debtors' Assumption and Sale
Motion to the extent it called for the purchaser to make payments
to certain equipment lessors on capital leases the Committee
claimed had not been perfected.

On Sept. 6, 2005, the Court authorized the Committee to file and
prosecute adversary complaints on behalf of the Debtors' estates
against the lessors of the affected equipment.  Paula K. Jacobi,
Esq., at Sugar Friedberg, prepared and filed five adversary
proceedings on behalf of the Estate.

Sugar Friedberg will represent the interests of the Estate in
connection with these Capital Lease Matters:

  a) General Electric Capital Corp. v. Jernberg Industries, Inc.,
     appeal and counter-appeal pending as Case No. 05 C 5824 (U.S.
     District Court for the Northern District of Illinois);

  b) Jernberg Industries, Inc. v. Heller Financial Leasing, Inc.,
     Adversary Proceeding No. 05 A 01874 (U.S. Bankruptcy Court
     for the Northern District of Illinois);

  c) Jernberg Industries, Inc. v. Center Capital Corporation,
     Adversary Proceeding No. 05 A 01878 (U.S. Bankruptcy Court
     for the Northern District of Illinois);

  d) Jernberg Industries, Inc. v. Greater Bay Capital, Adversary
     Proceeding No. 05 A 01879 (U.S. Bankruptcy Court for the
     Northern District of Illinois);

  e) Jernberg Industries, Inc. v. Merchants and Manufacturers
     Bank, Adversary Proceeding No. 05 A 01880 (U.S. Bankruptcy
     Court for the Northern District of Illinois);

  f) Jernberg Industries, Inc. v. Citicapital Commercial
     Corporation, Adversary Proceeding No. 05 A 01881 (U.S.
     Bankruptcy Court for the Northern district of Illinois); and

  g) any and all discovery, pre-trial proceedings, mediations,
     trial proceedings and appeals related to the appeal and
     adversary proceedings.

Ms. Jacobi and Andrew J. Abrams, Esq., are the lead professionals
from Sugar Friedberg performing services to Mr. Mason.  Ms. Jacobi
charges $375 per hour for her services while Mr. Abrams charges
$250 per hour.

Ms. Jacobi reports Sugar Friedberg's professionals bill:

     Designation          Hourly Rate
     -----------          -----------
     Partners             $315 - $460
     Associates           $220 - $250
     Paraprofessionals    $125 - $135

Sugar Friedberg assures the Court that it does not represent any
interest materially adverse to the chapter 7 Trustee, the Debtors
or their estates with regards to the Capital Lease Matters.

Headquartered in Chicago, Illinois, Jernberg Industries, Inc., --
http://www.jernberg.com/-- is a press forging company that
manufactures formed and machined products.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 29, 2005
(Bankr. N.D. Ill. Case No. 05-25909).  Jerry L. Switzer, Jr.,
Esq., at Jenner & Block LLP, represented the Debtors.  When the
Debtors filed for chapter 11 protection, they estimated assets and
debts of $50 million to $100 million.  CM&D Management Services,
LLC's A. Jeffery Zappone served as the Debtors' Chief
Restructuring Officer.  The Bankruptcy Court converted the
Debtors' chapter 11 case to a chapter 7 liquidation proceeding on
Sept. 26, 2005.


KEY ENERGY: Amends Credit Facility to Increase Allowed Capex
------------------------------------------------------------
Key Energy Services, Inc. (OTC Pink Sheets: KEGS) reported that
its $547.25 million senior credit facility has been amended to
increase the amount of capital expenditures allowed under the
facility during 2005 and 2006.

                      Amendment Overview

The Company has entered into an amendment to its $547.25 million
senior credit facility which increases the amount of capital
expenditures permitted under the senior credit facility during
2005 and 2006.  Under the terms of the amendment, the Company may
make annual capital expenditures of:

    * $175 million for 2005 and
    * $200 million for 2006.

Additionally, under certain conditions, up to $25 million of the
capital expenditure limit, if not spent in the permitted fiscal
year, may be carried over for expenditure in the next succeeding
fiscal year.

Previously, the Company was limited in both years to annual
capital expenditures of $150 million.  The increase will provide
flexibility to support additional investments in the Company's
well service, pressure pumping, rental tool, trucking and wireline
services as well as to provide flexibility for potential
international projects in 2006.  The Company anticipates that cash
flows from operations will be sufficient to support its capital
expenditure program.

Key Energy Services, Inc., is the world's largest rig-based well
service company. The Company provides oilfield services including
well servicing, contract drilling, pressure pumping, fishing and
rental tools and other oilfield services. The Company has
operations in essentially all major onshore oil and gas producing
regions of the continental United States and internationally in
Argentina.

                         *     *     *

As reported in the Troubled Company Reporter on July 11, 2005,
Standard & Poor's Ratings Services revised the CreditWatch
implications on its 'B-' corporate credit rating on Key Energy
Services Inc. to developing from negative.

As reported in the Troubled Company Reporter on June 17, 2005,
Moody's Investors Service continues to leave Key Energy Services'
ratings on review for downgrade pending the filing of its 2003,
2004 and 2005 financial statements.  Though receiving a notice of
default on June 7, 2005, from the trustees on behalf of both the
6.375% and the 8.375% noteholders, Moody's is currently not taking
any ratings action as the company has procured a commitment for a
new financing package from Lehman Brothers which, combined with
the company's cash balances, appears sufficient to refinance
essentially all of Key's existing debt.

The notice of default stems from the company not meeting its
recent waiver from the bondholders and bank lenders to file its
2003 Form 10-K by May 31, 2005.  Under the terms of the indenture,
the company now has 60 days to cure the default (by Aug. 5, 2005,
at which time the trustee or 25% of each class of noteholders will
have the right to accelerate each series of notes).


LA QUINTA: Solid Operating Results Spur S&P to Lift Rating to BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on hotel
owner and operator La Quinta Corp. to 'BB' from 'BB-'.

The outlook is stable. About $810 million in debt was outstanding
as of Sept. 30, 2005.

"The upgrade reflects La Quinta's continued solid operating
results and maintenance of credit measures that incorporate room
for the company to accomplish its growth objectives at the new
rating level," said Standard & Poor's credit analyst Sherry Cai.

La Quinta's franchise portfolio continues to expand, offering a
stable source of cash flow for the company.  The franchise
portfolio has increased to 245 hotels at the end of September 2005
from zero in 2000.  In 2005 and 2006, La Quinta expects to open 65
and 85 franchised hotels, respectively.  Although the franchise
business currently contributes only 4% to 5% of La Quinta's
revenue and earnings, Standard & Poor's views the company's
franchise strategy favorably because it is an effective way of
rapidly expanding a brand with a limited investment of capital.

The Irving, Texas-based company has about $175 million of excess
cash on its balance sheet.  Excess cash is earmarked for growth
initiatives, but in the absence of satisfactory opportunities,
management may consider the redemption of all or a portion of its
$200 million of preferred stock.  S&P would view this as modestly
positive in the short term because it would eliminate the required
dividend payment.

However, the company may choose to once again access the preferred
capital markets if a sizable acquisition or development
opportunity were to arise in the intermediate term.  Still, S&P
would expect that growth opportunities would be funded in a manner
consistent with the new ratings because management has
demonstrated a balanced approach to funding previous acquisitions.


MARSULEX INC: Improved Liquidity Prompts S&P's Stable Outlook
-------------------------------------------------------------
Standard & Poor's revised the outlook on Marsulex Inc. to stable
from negative.  The outlook change reflects improved liquidity as
well as an expectation of higher earnings over the next couple of
years.  At the same time, all the ratings on the company,
including the 'BB-' long-term corporate credit rating, were
affirmed.

"With good cash balances and a new undrawn credit line, Marsulex
has improved its liquidity position," said Standard & Poor's
credit analyst Kenton Freitag.  "We also expect that its new
facility in Fort MacMurray and its expansion in Montreal will
provide a higher earnings base and ultimately improve credit
measures beginning in 2006," Mr. Freitag added.

The ratings on Toronto, Ontario-based Marsulex Inc. reflect the
company's modest diversity, its relatively high debt burden, its
stable revenue base, and experienced management team.  After
several years of stable earnings, Marxulex is now on a trajectory
toward a much higher earnings base.  In its refinery services
division, a new facility at Fort MacMurray, Alberta, is now
generating income for the company.

Furthermore, an expansion at a refinery in Montreal, Quebec, is
expected to provide a significant boost to annual EBITDA
generation by mid-2006.  Finally, the company recently completed
the acquisition of Quebec-based Stablex Canada Inc., which
specializes in the treatment and disposal of hazardous waste.
This division is expected to provide a significant boost to EBITDA
generation in 2006.

Credit protection measures are appropriate for the ratings,
despite the debt-financed addition of Stablex.  Twelve-month
trailing debt to EBITDA is about 3.5x.  At Sept. 30, 2005,
12-month trailing EBITDA interest coverage was 3.3x.  With the
addition of Stablex, Marsulex's total debt levels increased by
about CDN$70 million to CDN$188 million.  Given the expected
growth in EBITDA through 2006, however, S&P expect that gross debt
to EBITDA could actually trend lower to about 3x in 2006-2007.

The stable outlook reflects Standard & Poor's Ratings Services
view that earnings should demonstrate good growth in the next year
and fully compensate for increased debt levels.  The outlook could
be changed to positive if the company materially reduces its
leverage.  Conversely, the outlook could be revised to negative if
EBITDA generation does not materially improve over the next year.


MCI INC: Earns $271 Million of Net Income in Third Quarter 2005
---------------------------------------------------------------
MCI, Inc. (Nasdaq: MCIP) reported results for the third quarter
ended Sept. 30, 2005.

MCI generated net income of $271 million in the third quarter as
new products and cost reduction initiatives launched in 2004
continued to yield benefits; also, the Company incurred and
recorded a $164 million tax reduction in the quarter.  In last
year's quarter, the Company reported a net loss of $3.4 billion,
largely reflecting impairment charges of $3.5 billion.  In the
second quarter of 2005, MCI reported net income of $64 million.

Revenues for the third quarter were $4.5 billion, down 5 %
sequentially and 12 % year-over-year.  Operating expenses fell to
$4.3 billion, down 7 % sequentially and 49 % year-over-year as the
prior year included a $3.5 billion impairment charge.  MCI
incurred $67 million of severance, reorganization and merger
related costs during the quarter, which were more than offset by
gains on bankruptcy settlements, and lower depreciation and
amortization expense.  The Company recognized depreciation and
amortization expense of $305 million in the third quarter of 2005,
$325 million in the second quarter of 2005, and $493 million in
the third quarter of 2004.

Operating income was $159 million in the third quarter, compared
to operating income of $61 million in the second quarter of 2005
and an operating loss of $3.4 billion in the year-earlier third
quarter.

"In the third quarter we continued to deliver on our strategy,
launching new IP-based products and delivering industry-leading
customer service," Michael D. Capellas, MCI president and CEO,
said.  "With all U.S. federal and international regulatory
approvals complete, we remain on track to close our merger with
Verizon later this year or early in 2006."

For the first nine months of 2005, revenues were $13.9 billion,
down 11 % year-over-year.  Operating income was $335 million,
compared to an operating loss of $3.6 billion in 2004, which
included impairment charges of $3.5 billion.  Operating income in
the first three quarters of 2005 included $958 million of
depreciation and amortization expense, compared to $1.6 billion in
2004.  Net income for the first nine months of 2005 was $333
million or $1.01 per diluted share, compared to a net loss of $3.9
billion in the nine months of 2004, or $12.00 per share.

                        Financial Statement

At June 30, 2005, cash, cash equivalents and marketable securities
totaled approximately $5.3 billion.  During the third quarter, MCI
paid $41 million in bankruptcy claims, completed an asset purchase
from Totality Corporation for $71 million, and invested
$327 million in property, plant and equipment.  At Sept. 30, 2005,
cash, cash equivalents and marketable securities totaled $5.4
billion.  On Oct. 27, 2005, MCI disbursed approximately
$1.8 billion, as a special cash dividend in accordance with its
merger agreement with Verizon.

Total debt of approximately $5.9 billion included $245 million of
capitalized leases.  The Company incurred interest expense of
$109 million in the quarter and earned $49 million of interest
income on its portfolio of cash and marketable securities.  On
Nov. 1, 2005, MCI paid $219 million in semi-annual interest on its
outstanding notes.

                          Merger Update

On Oct. 27, 2005, the Department of Justice cleared the Company's
merger with Verizon subject to a proposed consent decree.  The
Federal Communications Commission also approved the merger on
Oct. 31, 2005.  Although additional approvals are required from
some state jurisdictions prior to closing and other closing
conditions remain to be satisfied, the Company expects to close
the merger later this year or early in 2006.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.mci.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.


MCLEODUSA INC: DIP Financing Objection Deadline is December 2
-------------------------------------------------------------
Without immediate access to fresh financing, McLeodUSA
Incorporated and its debtor-affiliates may not be able to pay the
ongoing costs of administering their estates, which will result in
irreparable damage to the value of the Debtors and their prospects
for a successful reorganization, Stanford Springel, chief
restructuring officer of McLeodUSA, tells the U.S. Bankruptcy
Court for the Northern District of Illinois.

"Further, I believe that access to additional financing will
provide the Debtors' customers and vendors with comfort that
McLeodUSA will be able to continue conducting their business in
the ordinary course without interruption," Mr. Springel adds.

Because the Prepetition Lenders have liens on substantially all
of the Debtors' assets, and because the claims of the Junior
Prepetition Lenders are substantially under-secured, the Debtors
concluded that the only viable source of postpetition financing
was from the Prepetition Lenders themselves.

The Debtors commenced vigorous, arm's-length and good faith
negotiations with those lenders.

JPMorgan Chase Bank, N.A., as administrative and collateral
agent, and a syndicate of lenders identified by J.P. Morgan
Securities, Inc., agreed to back a superpriority debtor-in-
possession revolving credit facility, which provides up to
$50,000,000:

                                           Commitment  Commitment
Lenders                                      Amount    Percentage
-------                                    ----------  ----------
JPMorgan Chase Bank, N.A.                  $23,500,000    47.00%
270 Park Avenue
New York, New York 10017
Attention: Susan E. Atkins
Facsimile: 212-270-0453

Fidelity Management & Research Co.         $23,500,000    47.00%
82 Devonshire Street, E31C
Boston, Massachusetts 02109
Attention: Nate VanDuzer
Facsimile: 617-476-5174

Jefferies & Co. Inc.                        $1,080,000     2.16%
The Metro Center
One Station Place Three North
Stamford, Connecticut 06902
Attention: Harrison A. Bubrosky
Facsimile: 203-708-5820

Jefferies Partners Opportunity Fund, LLC      $999,000     1.98%
The Metro Center
One Station Place Three North
Stamford, Connecticut 06902
Attention: Robert J. Welch
Chief Financial Officer
Facsimile: 203-708-5820

Jefferies Partners Opportunity Fund II, LLC   $720,000     1.44%
The Metro Center
One Station Place Three North
Stamford, Connecticut 06902
Attention: Robert J. Welch
Chief Financial Officer
Facsimile: 203-708-5820

Jefferies Employees Opportunity Fund, LLC     $210,000     0.42%
The Metro Center
One Station Place Three North
Stamford, Connecticut 06902
Attention: Robert J. Welch
Chief Financial Officer
Facsimile: 203-708-5820
                                    -----------------------------
                                    Total:  $50,000,000    100%
                                    =============================

In their sound business judgment, the Debtors determined that the
DIP Lenders' proposal for the DIP Financing was the only
attainable and available DIP Financing that addressed their
working capital needs.

Thus, the Debtors ultimately decided to accept the DIP Lenders'
proposal and agreed to enter into the DIP Credit Agreement.

A full-text copy of the 79-page DIP Credit Agreement is available
for free at http://bankrupt.com/misc/McLeodUSADIPAgreement.pdf

The principal terms of the DIP Credit Agreement include:

    Borrower:      McLeodUSA Incorporated

    Guarantors:    McLeodUSA's domestic subsidiaries

    Facility
    Amount & Type: $50,000,000, of which $15,000,000 may be used
                   for the issuance of new letters of credit

    Use of
    Proceeds:      For working capital and general corporate
                   purposes

    Maturity Date: April [__], 2006

    Sole Lead
    Arranger &
    Sole Book
    Runner:        J.P. Morgan Securities Inc.

    Administrative
    Agent and
    Collateral
    Agent:         JPMorgan Chase Bank, N.A.

    Priority
    and Liens:     The Debtors' obligations will be entitled to
                   superpriority claim status, secured by a
                   perfected first priority senior security
                   interest and lien on all unencumbered property,
                   secured by a perfected junior lien on all
                   property, and secured by a perfected first
                   priority, senior priming security interest and
                   lien on all of the Debtors' property.

    Carve-Out:     $1,000,000, plus payment of U.S. Trustee fees

    Availability:  Upon entry of the Interim Order, up to
                   $15,000,000 on a fully revolving basis; on and
                   after the entry of the Final Order, up to
                   $50,000,000 on a fully revolving basis.

    Applicable
    Cushion:       For the week that includes the Petition Date --
                   $1,000,000

                   For the first week after the Initial Week --
                   $2,000,000

                   For the second week after the Initial Week --
                   $3,000,000

                   For the third week after the Initial Week --
                   $4,000,000

                   For each week thereafter -- $5,000,000

    Escrow
    Account:       The Collateral Agent will establish a cash
                   collateral account in the name and under the
                   control of the Collateral Agent.  These amounts
                   will be deposited in the Escrow Account:

                   1. The proceeds of the IHS fiber sale --
                      approximately $7,500,000 -- and the sale of
                      two Citation aircraft -- approximately
                      $8,800,000.

                   2. Proceeds from Prepayment Events will be
                      deposited in the Escrow Account.

    Indicative
    Pricing:       LIBOR plus 400 basis points, and a commitment
                   fee of 50 basis points on the unused portion of
                   the outstanding commitments.

    Underwriting
    Fee to
    Lenders:       2% of the total initial committed amount of the
                   Facility, payable: (i) 50% on the date of entry
                   of the Interim Order, and (ii) 50% on the date
                   of entry of the Final Order.

    Letter of
    Credit Fees:   400 basis points on the outstanding face amount
                   of each letter of credit plus customary fees
                   for fronting, issuance, amendments and
                   processing, payable monthly in arrears to the
                   issuing lender for its own account.

    Agency Fee:    An annual administrative agency fee of
                   $100,000, payable annually in advance.

The DIP Credit Agreement provides that McLeodUSA must retain
Alvarez & Marsal as its restructuring advisor and Stan Springel
as its chief restructuring officer.  If McLeodUSA ceases to
retain or limits the scope or duties of Alvarez & Marsal and Mr.
Springel, McLeodUSA will be deemed to have defaulted under the
DIP Credit Agreement.

                           *     *     *

On an interim basis, Judge Squires permits the Debtors to borrow
up to $20,000,000 under the DIP Credit Agreement.

As security for the Debtors' DIP Obligations, the postpetition
lenders are granted:

    -- a first lien on Cash Balances and Unencumbered Property;

    -- a lien priming prepetition secured lenders' liens;

    -- liens junior to prepetition valid, perfected and
       unavoidable liens; and

    -- liens senior to postpetition liens granted in favor of any
       federal, state, municipal or other government unit,
       commission, board or court for any liability of the
       Debtors, or liens that is avoided or preserved for the
       Debtors' benefit.

The Court will convene a Final DIP Hearing on Dec. 15, 2005,
at 10:00 a.m.  Objections must be filed by Dec. 2, 2005, at
4:00 p.m. prevailing Central Time, and served on:

    (a) Skadden, Arps, Slate, Meagher & Flom LLP
        333 West Wacker Drive
        Chicago, Illinois 60606
        Attn: Timothy R. Pohl, Esq.
        Attorneys for the Debtors

    (b) Davis Polk & Wardwell
        450 Lexington Avenue
        New York, New York 10017
        Attn: Donald S. Bernstein, Esq.

        Kaye Scholer LLP
        3 First National Plaza, Suite 4100
        70 West Madison Street
        Chicago, Illinois 60602-4231
        Attn: Michael B. Solow, Esq.

        Attorneys for the Agent and Prepetition Agent

    (c) Wilmer Cutler Pickering Hale and Dorr LLP
        60 State Street
        Boston, Massachusetts 02109
        Attn: Dennis L. Jenkins, Esq.
        Attorneys for certain Prepetition Secured Lenders

                    -- and --

    (d) The Office of the United States Trustee
        for the Northern District of Illinois

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/McLeodUSAInterimDIPOrder.pdf

                Parties Sign DIP Credit Agreement

On November 1, 2005, McLeodUSA Incorporated and certain of its
subsidiaries entered into a Revolving Credit and Guaranty
Agreement with JPMorgan Chase Bank, N.A., as agent.

The Debtors delivered a copy of the signed DIP Credit Agreement
with the Securities and Exchange Commission.  It contains some
amendments to the DIP Credit Agreement filed with the Bankruptcy
Court.  Amendments include changes to the commitments of most
lenders:

                                                  Commitment
Lenders                                      Amount    Percentage
-------                                      --------------------
JPMorgan Chase Bank, N.A.                   $23,500,000   7.0000%
Fidelity Management & Research Co.          $15,000,000  30.0000%
Jefferies & Co. Inc.                         $4,140,000   8.2800%
Jefferies Partners Opportunity Fund, LLC     $3,795,000   7.5900%
Jefferies Partners Opportunity Fund II, LLC  $2,760,000   5.5200%
Jefferies Employees Opportunity Fund, LLC      $805,000   1.6100%

Total                                       $50,000,000 100.0000%
                                            ===========

The Debtors also disclose that they intend to sell these assets:

    -- ATS cable operations;

    -- Corporate headquarters located in Cedar Rapids, Iowa;

    -- Blair House Condominium;

    -- Land and building located at 214 Telegraph Road in
       Prichard, Alabama;

    -- Land located at 6272 American Road in Toledo, Ohio;

    -- Dassault Falcon DA-50 Aircraft U.S Reg. No. N750MC and
       related engines.

The DIP Financing Facility will mature on May 1, 2006.

The DIP Agreement subjects the Debtors to certain obligations,
including the delivery of cash flow forecasts and operating
budgets at specified intervals.

Furthermore, the Debtors are subject to certain limitations on the
payment of indebtedness, entering into investments, the payment of
capital expenditures and the payment of dividends.  In addition,
payment under the DIP Agreement may be accelerated following
certain events of default including, but not limited to:

    (i) the conversion of any of the Cases to a case under
        chapter 7 of the Bankruptcy Code or the appointment of a
        trustee pursuant to chapter 11 of the Bankruptcy Code;

   (ii) any of the Debtors' making certain payments of principal
        or interest on account of pre-petition indebtedness or
        payables;

  (iii) a change of control in any of the Debtors;

   (iv) an order of the Bankruptcy Court permitting holders of
        security interests to foreclose on the debt on any of
        Debtors' assets which have an aggregate value in excess of
        $500,000;

    (v) the entry of any judgment in excess of $1,000,000 against
        any Debtor, the enforcement of which remains unstayed; and

   (vi) a plan of reorganization supported by lenders holding a
        majority in amount of the loans under each of the
        Company's prepetition loan agreements not being confirmed
        pursuant to an order of the Bankruptcy Court within 60
        days after the petition filing date.

A full-text copy of the November 1, 2005, DIP Credit Agreement is
available for free at http://researcharchives.com/t/s?2c7

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications
services, including local services in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Debtor and its
affiliates filed for chapter 11 protection on Oct. 28, 2005
(Bankr. N.D. Ill. Case Nos. 05-53229 through 05-63234).  Peter
Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts.  As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 2 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MCLEODUSA INC: Wants to Employ Skadden Arps as Bankruptcy Counsel
-----------------------------------------------------------------
McLeodUSA Incorporated and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of
Illinois to employ Skadden, Arps, Slate, Meagher and Flom LLP, as
their bankruptcy counsel, nunc pro tunc to Oct. 28, 2005.

Since October 2001, Skadden has performed extensive legal work
for the Debtors in connection with certain corporate, financing,
litigation, securities and other significant matters.
Furthermore, Skadden assisted the Debtors in restructuring their
debt in a previous bankruptcy filing.  McLeodUSA completed that
prearranged Chapter 11 case in April 2002.

Prior to the Petition Date, the Debtors sought the services of
Skadden with respect to, among other things, advice regarding
restructuring matters in general and preparation for the
potential commencement and prosecution of chapter 11 cases for
the Debtors.  In this regard, Skadden has performed extensive
legal work for the Debtors in connection with their ongoing
restructuring efforts including, but not limited to, financing
and creditor issues.  In addition, Skadden assisted the Debtors
with formulating, drafting and soliciting votes on the Plan.  As
a result of representing the Debtors on those matters, Skadden
has acquired extensive knowledge of the Debtors and their
businesses and is uniquely familiar with the Debtors' capital
structure, corporate structure, financing documents and other
material agreements, Stanford Springel, chief restructuring
officer of McLeodUSA, says.

The Debtors believe that continued representation by their
prepetition restructuring and bankruptcy counsel, Skadden, is
critical to their efforts to restructure their businesses because
Skadden is extremely familiar with the Debtors' businesses and
legal and financial affairs and, accordingly, is well suited to
guide the Debtors through the chapter 11 process.  Furthermore,
Mr. Springel continues, Skadden has vast experience and knowledge
in the field of debtors' and creditors' rights and business
reorganizations under chapter 11 of the Bankruptcy Code.  Because
Skadden maintains an office in the Northern District of Illinois,
the Debtors will be able to minimize duplication of effort and
avoid the expense of retaining local counsel.

As the Debtors' bankruptcy counsel, Skadden will:

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

    (b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest and advise and
        consult on the conduct of the chapter 11 cases, including
        all of the legal and administrative requirements of
        operating in chapter 11;

    (c) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions on
        their behalf, the defense of any actions commenced against
        those estates, negotiations concerning all litigation in
        which the Debtors may be involved and objections to claims
        filed against the estates;

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

    (e) appear before the Court, any appellate courts, and the
        U.S. Trustee, and protect the interests of the Debtors'
        estates before those courts and the U.S. Trustee;

    (f) take any necessary action on the Debtors' behalf to obtain
        confirmation of the Debtors' plan of reorganization; and

    (g) perform all other necessary legal services and provide all
        other necessary legal advice to the Debtors in connection
        with their chapter 11 cases.

Pursuant to an Engagement Agreement dated March 1, 2005, Skadden
was to be paid a $250,000 retainer for professional services and
expenses.  Because Skadden has been representing the Debtors for
years on multiple matters, Skadden was already holding retainers
aggregating $415,000, which was simply maintained as the retainer
under the Engagement Agreement with the Debtors' consent.

In the 90 days prior to the Petition Date, in the ordinary course
of business, the Debtors paid Skadden $2,418,652 for services
rendered and as reimbursement for charges and disbursements
incurred, $2,338,806 of which was attributable to legal services
performed and charges and disbursements incurred in contemplation
of or in connection with their Chapter 11 cases.

Skadden will be providing professional services to the Debtors
under its bundled rate schedules and, therefore, Skadden will not
be seeking to be separately compensated for certain staff and
clerical personnel who also record time spent working on matters.
As of Sept. 1, 2005, the hourly rates under the bundled rate
structure range:

      Designation                          Hourly Rate
      -----------                          -----------
      Partners & Of Counsel                $585 to $835
      Counsel & Special Counsel            $560 to $640
      Associates                           $295 to $540
      Legal Assistants & support staff      $90 to $230

Consistent with the Firm's policy with respect to its other
clients, Skadden will continue to charge the Debtors for all
other services provided and for other charges and disbursements
incurred in the rendition of services.

Timothy R. Pohl, Esq., a partner at Skadden Arps, assures the
Court that the firm, its partners, counsel and associates:

    (a) do not have any connection with any of the Debtors, their
        affiliates, their creditors, the U.S. Trustee or any
        person employed in the office of the U.S. Trustee, or any
        other party-in-interest, or their attorneys and
        accountants,

    (b) are "disinterested persons," as that term is defined in
        Section 101(14) of the Bankruptcy Code, and

    (c) do not hold or represent any interest adverse to the
        estates.

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications
services, including local services in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Debtor and its
affiliates filed for chapter 11 protection on Oct. 28, 2005
(Bankr. N.D. Ill. Case Nos. 05-53229 through 05-63234).  Peter
Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts.  As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 2 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MEDICAL TECHNOLOGY: Court Issues Final Cash Collateral Order
------------------------------------------------------------
The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas in Fort Worth allowed, on a permanent
basis, Medical Technology, Inc., to use the cash collateral
securing a prepetition debt to JP Morgan Chase Bank, NA.

As reported in the Troubled Company Reporter on July 28, 2005, the
Debtor's indebtedness to JP Morgan stems from a:

   * $600,000 Term Note dated January 28, 2005, with an unpaid
     principal balance of $217,976;

   * $1,500,000 Revolving Credit Note dated January 28, 2005,
     with an unpaid balance of $1,100,000; and

   * $750,000 Advancing Promissory Note dated February 5, 2001,
     with an outstanding balance of $137,500.

JP Morgan's claims are secured by a blanket lien on the Debtor's
property.

In accordance with Judge Nelms' order, JP Morgan is granted valid
and perfected first priority liens on all collateral acquired by
the Debtor on or after the petition date.

To the extent that the replacement liens do not provide adequate
protection required for any diminution in the value of its
collateral, JP Morgan is granted an administrative expense claim
senior to all other claims, costs or expenses of administration.

In addition, the Debtor is required to make these payments to JP
Morgan:

     a) payment of all accrued, unpaid interest accruing through
        Oct. 31, 2005 -- all interest accruing on the JP Morgan
        debt for each subsequent month is payable on the fifth day
        of the immediately following month.

     b) a $1,500 monthly loan administration fee;

     c) a monthly payment of a sum equal to 1/36th of the
        aggregate unpaid principal balance of the JP Morgan loan.

The Debtor proposes to use the cash collateral in accordance with
a 15-week budget.  The Debtor delivered an illegible copy of its
15-week budget to the Bankruptcy Court Clerk.  A copy of this
budget is available for free at:

              http://researcharchives.com/t/s?2c4

The Debtor is required to submit a proposed extension budget no
later than Jan. 6. 2006.

Headquartered in Grand Prairie, Texas, Medical Technology, Inc.,
dba Bledsoe Brace Systems -- http://www.bledsoebrace.com/home.asp
-- manufactures and distributes orthopedic knee braces, ankle
braces, ankle supports, knee immobilizers, arm braces, sport
braces, boots, and walkers.  The Debtor filed chapter 11
protection on July 25, 2005 (Bankr. N.D. Tex. Case No. 05-47377).
J. Robert Forshey, Esq., Jeff P. Prostok, Esq., and Julie C.
McGrath, Esq., at Forshey & Prostok, LLP, represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts between $10
million to $50 million.


MESABA AVIATION: Wants Mercer Transaction as Financial Advisor
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 18, 2005,
Mesaba Aviation, Inc., asked the U.S. Bankruptcy Court for the
District of Minnesota to approve its DIP credit facility with MAIR
Holdings.

The DIP Credit Facility consists of:

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

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

Mercer Management Consulting, Inc., the Debtor's proposed
restructuring consultant, has suggested that the Debtor obtain the
services of Mercer Transaction Services to assist the Debtor in
the process of evaluating its financing options.

MTS is a division of Mercer's affiliate MMC Securities Corp., a
U.S. registered broker or dealer member of NASD/SIPC.

By this application, the Debtor seeks the Court's permission to
employ MTS as its financial advisor pursuant to the terms of an
engagement letter dated October 21, 2005.

As the Debtor's financial advisor, MTS will:

   -- identify and make initial contact with potential DIP
      providers;

   -- arrange meetings with potential DIP providers;

   -- review the Debtor's business plan and support the Debtor's
      communication of the plan to potential DIP providers;

   -- assist the Debtor in the development of an information
      memorandum for a proposed transaction; and

   -- support the Debtor in negotiating terms to consummate the
      proposed transaction with potential DIP providers that meet
      or improve upon the MAIR Credit Facility.

The Debtor believes that the services to be performed by MTS are
necessary to enable the Debtor to maximize the value of its estate
and to reorganize successfully.  Specifically, by assessing the
Debtor's financing options in the market, the Debtor will be able
to confirm it is receiving the most favorable financing terms.

The Debtor will pay MTS a $100,000 flat fee.  In addition, the
Debtor will pay reasonable out-of-pocket expenses incurred by MTS
in connection with any matters related to the employment.  Based
on its fixed fee arrangement with the Debtor, MTS' fees will not
be evaluated on an hourly charge basis.

The Debtor further seeks the Court's permission to pay:

   a. $50,000 of MTS' fee upon approval of its employment; and

   b. the final $50,000 upon completion of MTS' services.

The Debtor has agreed, subject to certain exceptions, to limit
MTS' liability to the Debtor and forego any rights the Debtor may
have to recover consequential, indirect, special, incidental or
similar damages, including, without limitation, loss of profits.
The Debtor believes that those provisions are customary and
reasonable.

The Debtor also believes that MTS is well qualified and able to
represent it in a cost-effective, efficient and timely manner.

MTS Supervisory Principal, Peter Walsh, assures the Court that
MTS does not have any connection with certain potential parties-
in-interest in matters related to the Debtor or its Chapter 11
case.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink
affiliate under code-sharing agreements with Northwest Airlines.
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


METABOLIFE INT'L: Retailers Want Their Own Official Committee
-------------------------------------------------------------
An unofficial committee of retailers of Metabolife International,
Inc., and Alpine Health Produces, LLC, asks the U.S. Bankruptcy
Court for the Southern District of California to direct the U.S.
Trustee for Region 17:

   -- to appoint an Official Committee of Retailers, or

   -- reconfigure the existing Official Committee of Unsecured
      Creditors and appoint an additional Official Committee of
      Ephedra Claimants.

The retailers note that the existing Committee is dominated by
Ephedra-related tort plaintiffs.  The Committee is comprised of
four tort creditors and one trade creditor.  In addition, Brown,
Rudnick, Berlack, Israels LLP serves as the tort claimants'
counsel as well as that of the Committee.  Given the current
composition of the panel, the retailers contend their interests
and those of other non-tort creditors of the estates aren't
adequately represented.

On many significant issues in these proceedings, the Ephedra
claimants' interests are directly opposite to those of the
retailers and the unsecured creditors, the Unofficial Committee
says.  The retailers believe that adding more retailers in the
Committee is not an appropriate remedy in light of the hostile
positions the tort claimants have on some issues against the
retailers.

The retailers recall the September 7 hearing where the Debtors'
counsel, David Osias, Esq., stated that "it's not possible to
cause retailers to sit on a committee where many of the functions
of the committee are performed by lawyers handling suits against
the retailers."  Mr. Osias also recognized that it's not feasible
to force a single functioning committee with wide representational
interests.

Similarly, Steven Skikos, Esq., at Lopez, Hodes, Restaino, Milman
& Skikos, appeared on behalf of Tort Creditor Committee Member,
Rebecca Welty, and recognized that the Tort Creditors and the
Retailers are on opposite sides and that conflict of interest
issues should be addressed.

Laura S. Taylor, Esq., at Sheppard, Mullin, Richter & Hampton LLP,
says that the retailers have asked the U.S. Trustee twice for a
separate committee but their request was denied.

Ms. Taylor cites the Nutraquest case where only one creditors
committee was appointed -- which consisted of three Ephedra
claimants and two consumer class action plaintiffs.  The committee
structure has resulted in costly and protracted negotiations and
has yet to produce a global resolution of the case, Ms. Taylor
points out.  On the other hand, Ms. Taylor says, the Twin Labs
case formed two committees -- one for Ephedra claimants and the
other is for non-tort claimants.  The result of which is the
confirmation of a consensual plan in 18 months time.

Against this backdrop, the Unofficial Committee of Retailers urges
the Court to grant its request.

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


MIDLAND COGEN: $1 Bil. Impairment Charge Cues S&P to Watch Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'BB-' ratings on
Midland Cogeneration Venture L.P. $300 million bonds issued by
Midland Funding Corp. II and The Economic Development Corporation
of the County of Midland on CreditWatch with negative
implications.  The CreditWatch listing follows the announcement on
Nov. 1, 2005 of an asset impairment charge of about $1 billion.

The impairment charge relates to the current high natural gas
prices, is noncash, and should not negatively affect the project's
economics in the short term, as they have hedged a substantial
amount of their gas purchases.

Nevertheless, Standard & Poor's is concerned about CMS Energy
Corp.'s statement in its third-quarter earnings call, where the
company noted that it is exploring strategic alternatives for MCV
and has some concern about MCV's long-term financial viability.
The uncertainty surrounding what "strategic alternatives" may mean
for MCV's bondholders supports the CreditWatch listing.  CMS
Energy owns 49% of MCV.

The 'BB-' rating reflects the stand-alone credit quality of MCV.
MCV is a 1,500 MW, natural gas-fired cogeneration facility in
Midland, Michigan that sells power to Consumers Energy Co. and
steam to The Dow Chemical Co.

"MCV's ratings reflect Standard & Poor's assumption of continued
good operations, adequate reserves, and operations under the
Resource Conservation Plan that extend through the term of the
debt," noted Standard & Poor's credit analyst Arleen Spangler.
Consumers represents MCV's largest source of cash flow, providing
94% of MCV's contracted revenue base "Considering the economic
significance of the Consumers' revenue to MCV, MCV's credit
quality is constrained by Consumers' rating," she continued.  The
rating also incorporates the cash collateral that is held for the
benefit of the bondholders.

As of Sept. 30, 2005, MCV held $211 million in cash, resulting in
the subordinated secured bonds having about 70% of their
outstanding amount cash collateralized.  In addition, the
bondholders have a first-priority secured position in the plant.
A dilution of the cash reserves would negatively affect the
rating.


MIDLAND FUNDING: Moody's Lowers $73 Million Bonds' Rating to B1
---------------------------------------------------------------
Moody's Investor's Service downgraded the ratings of the lease
obligation bonds of the Midland Cogeneration Venture.  The
securities downgraded to B1 from Ba3 are the $73 million
(originally $100 million) secured subordinated lease obligation
bonds issued by Midland Funding Corporation II, and the $200
million secured subordinated lease obligation bonds issued by the
Midland County Economic Development Corporation, for which the
underlying cash flows are derived from Midland Cogeneration
Venture Limited Partnership.  The ratings remain under review for
further downgrade.

The downgrade and review is prompted by:

   1) A reassessment of the economic viability of the Midland
      Cogeneration Venture project in view of high natural gas
      prices.  This reassessment resulted in an announcement
      yesterday that the project will take a non-cash impairment
      charge of approximately $1.2 billion.

   2) The potential for a reduction in capacity payments in 2007
      as a result of a "regulatory-out" provision in the project's
      power purchase agreement.

The ratings assigned to the secured subordinated bonds issued by
the Midland Funding Corporation II and Midland County Economic
Development Corporation are based upon the underlying credit
quality of the Midland Cogeneration Venture as lessee.  Under its
power purchase agreement (PPA) with Consumers Energy Company,
energy payments received by the project when dispatched are based
on costs incurred at Consumers' coal-fired power plants, while the
project is a higher cost gas-fired generation facility.  At
current elevated levels, market prices for gas are higher than the
energy prices received under the PPA.

Moody's review will focus on the possible impact of high gas
prices on the longer term economics of MCV, given the project's
potential future inability to fully recover its cost of gas under
the PPA's energy pricing mechanism.  The review will also consider
the impact of the approximately $1.2 billion non-cash impairment
charge to be taken by the project.

The review will additionally focus on the most likely outcome in
2007 with respect to the regulatory out provision in the PPA,
which permits Consumers to reduce its capacity and energy charges
payable to MCV in 2007 to a level that Consumers is able to
recover from rates as approved by the Michigan Public Service
Commission.  As a result of this provision, beginning in September
2007, the approximately $404 million annual capacity payments that
MCV currently receives could be reduced to a level that Consumers
would be able to recover in its regulated utility rates.  Under
its current tariff structure, Consumers is able to recover only
about $350 million of the capacity payments to MCV.

The review will also consider the potential for a restructuring of
the project contracts and the lease arrangements to address the
outlook for continued relatively high natural gas prices.
Consumers Energy owns 49% of the Midland Cogeneration Venture
project's overall equity and also has a 35% lessor interest in the
project.

MCV is a 1500MW natural gas fired cogeneration facility located in
Midland County, Michigan.  MCV leases the project assets from
certain owner participants under a 25 year base lease arrangement
that expires in 2015.  Midland Funding Corporation II is a funding
vehicle established to issue notes that funded a portion of the
construction costs of the facility.


MIRANT CORP: Makes Changes to Senior Management Team
----------------------------------------------------
Mirant (Pink Sheets: MIRKQ) reported that, effective today,
Nov. 7, 2005:

    * James V. Iaco, Jr., 61, will be appointed executive vice
      president, and

    * S. Linn Williams, 59, will be appointed executive vice
      president and general counsel.

Mr. Iaco will become the company's chief financial officer no
later than Nov. 15, 2005, assuming the title from M. Michele
Burns.

"Jim and Linn bring extensive, valuable experience to the new
Mirant," said Ed Muller, chairman and chief executive officer.
"Their leadership and collective knowledge of energy markets,
finance, law and operations will continue to strengthen the
company and help us emerge from bankruptcy as a well-disciplined,
highly-focused and more competitive company."

Ms. Burns, 47, will continue to serve as chief restructuring
officer through the company's emergence from Chapter 11.  Ms.
Burns will then leave the company to pursue other interests.

"Michele's continued leadership in restructuring Mirant is
invaluable as we work to emerge from bankruptcy by year-end," said
Mr. Muller.

Doug Miller, 54, the company's previous general counsel, will
remain with the company through emergence.  Aldie Warnock, 46,
senior vice president, government and regulatory affairs has
resigned.

Mr. Iaco had been a private investor following a six-year career
(1994 to 2000) at Edison Mission Energy where he served as
president, Americas Division, as well as chief financial officer.
During his tenure, Mr. Iaco led three acquisitions in a 12-month
period that totaled over $7 billion.  Mr. Iaco previously served
as chief financial officer of Intermark, Inc. and of Maxxam Inc.

Mr. Iaco holds a B.S. from California State University at Los
Angeles and is a certified public accountant.

Mr. Williams was Edison Mission Energy's general counsel from 1994
to 1998 and led the company's European Division as its chief
executive officer from 1998 to 2000.  Until joining Mirant, Mr.
Williams was an arbitrator with the International Chamber of
Commerce and a private investor.

Prior to joining Edison Mission, Mr. Williams was deputy U.S.
trade representative from 1989 to 1991, leading many of the
country's trade negotiations.  Prior to this posting, Mr. Williams
was vice president and general counsel of the Overseas Private
Investment Corporation.  Mr. Williams has also served as general
counsel for Sears World Trade (a trading subsidiary of Sears
Roebuck & Company) and practiced corporate law with Gibson, Dunn &
Crutcher; Jones Day; and Leva, Hawes, Symington, Martin &
Oppenheimer.

Mr. Williams received a B.A. from Princeton College and J.D. from
Harvard Law School.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.


MMRENTALSPRO LLC: GMAC Asks Court to Appoint Chapter 11 Trustee
---------------------------------------------------------------
GMAC Commercial Mortgage Corporation accuses MMRentalsPro, LLC,
and its principal, Roy Michael Malone, Sr., of fraud, dishonesty,
incompetence and gross mismanagement.

For these reasons, GMAC seeks the appointment of a Chapter 11
Trustee in the Debtor's bankruptcy case.

Acting on behalf of LaSalle Bank National Association, the Trustee
for the holders of Morgan Stanley Capital I Inc. Commercial
Mortgage Pass-Through Certificates Series 2004-HQ4, GMAC asks the
U.S. Bankruptcy Court for the Eastern District of Tennessee,
Southern Division, to appoint Kevin T. O'Halloran as chapter 11
Trustee.  GMAC serves as LaSalle Bank's special servicer.

GMAC tells the Bankruptcy Court that the chapter 11 Trustee will:

    a) guide and oversee the management of the Debtor's
       residential apartment buildings, located in Dalton,
       Georgia, through professionals retained for that
       purpose;

    b) implement sufficient cash controls to manage and segregate
       the Debtor's assets;

    c) pursue recovery of the preferential and fraudulent
       transfers from Mr. Malone to his family members or entities
       owned by them;

    d) ensure adequate financial reporting;

    e) make strategic decisions regarding the Debtor's
       reorganization and the sale of its properties; and

    f) fulfill the fiduciary obligations owed by the estate to its
       creditors and the Bankruptcy Court.

                      La Salle's Claim

LaSalle Bank holds a first priority perfected security interest in
some of the Debtor's assets pursuant to a prepetition loan
originally issued by CW Capital, LLC.  As of the petition date,
the outstanding principal balance and accrued interest due and
owing under the loan is approximately $18 million.

The loan is secured by, among other things, a Deed to Secure Debt,
Assignment of Rents and Security Agreements dated Aug. 4, 2004.
The properties secured by the deed include the apartment buildings
in Dalton.

                Need for a Chapter 11 Trustee

La Salle Bank has lost of confidence in Mr. Malone's ability to
manage the Debtor's estate.

Nelwyn Inman, Esq.,  at Baker, Donelson, Bearman, Caldwell &
Berkowitz, PC, detailed serious examples of Mr. Malone's
incompetence including the mismanagement of funds and operations,
significant lapses in judgment, undocumented transactions, and
payment of significant amounts of money for the benefit of
insiders.

Mr. Inman also pointed to Mr. Malone's continued interference in
the management of the apartment buildings.  GMAC and Mr. Malone
had agreed to hire an independent firm, Lincoln Apartment
Management LP, to oversee the day-to-day operations of the
apartments.

As part of the management contract, Mr. Malone promised not to
interfere with Lincoln's operation of the apartment.  GMAC says
Mr. Malone has failed to keep this promise and has in fact
directed others to interfere with Lincoln's work.

In addition, GMAC says, Mr. Malone has refused to meet its
representative in order to discuss the formulation of a consensual
Plan of Reorganization.  According to GMAC, Mr. Malone's refusal
has resulted in a lack of progress in negotiating a Plan.

Headquartered in Chattanooga, Tennessee, MMRentalsPro, LLC, and
its owner, Roy Michael Malone, Sr., filed for chapter 11
protection on June 17, 2005 (Bankr. E.D. Tenn. Case No 05-13814).
Richard C. Kennedy, Esq., at Kennedy, Fulton & Koontz, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated less
than $50,000 in assets and between $10 million to $50 million in
debts.


MORGAN STANLEY: S&P Lifts Low-B Ratings on Two Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of Morgan Stanley Capital I Inc.'s commercial mortgage
pass-through certificates from series 1997-WF1.  At the same time,
ratings are affirmed on three other classes from the same series.

The upgrades and affirmations reflect seasoning and credit
enhancement levels that adequately support the raised and affirmed
ratings.

As of the remittance reported dated Oct. 17, 2005, the trust
collateral consisted of 83 loans with an aggregate outstanding
principal balance of $274.4 million, down from 132 loans with a
balance of $559.2 million at issuance.  The master servicer, Wells
Fargo Commercial Mortgage Servicing, provided full-year 2004 net
cash flow debt service coverage figures for 93% of the pool, which
excludes one defeased loan.  Based on this information, Standard &
Poor's calculated a weighted average DSC of 1.69x, up from 1.43x
at issuance.  The pool has suffered no losses to date.  There is
one loan that is 90-plus days delinquent and is with the special
servicer, CRIIMI MAE Services L.P.

The top 10 loans secured by real estate assets have an aggregate
outstanding balance of $96 million.  The top 10 loans reported a
weighted average DSC of 1.56x, up from 1.39x at issuance.  Both of
the preceding figures exclude the sixth-largest loan, which is
secured by 8800 Sunset Boulevard in West Hollywood, California,
because the borrower has not reported financial information for
the property since 2002.

Standard & Poor's reviewed recent property inspections provided by
Wells Fargo for assets underlying the top 10 loans, and all were
characterized as "excellent" or "good."  However, the
sixth-largest loan is on the watchlist and is discussed below.

The one loan currently with the special servicer is 136 Fuller
Road, which is secured by a 254,175-square-feet industrial
property located in Albany, New York.  The loan is with CRIIMI
because of monetary default.  There are environmental issues at
the property, which has caused CRIIMI to pursue alternative
strategies instead of foreclosure.

Wells Fargo reported 11 loans on its watchlist with an aggregate
outstanding balance of $39.3 million.  The largest loan on the
watchlist, 8800 Sunset Boulevard, is secured by a 70,877-sq.-ft.
office building in West Hollywood, California.  The property is
owner occupied and the owner has subleased space at lower rents.
The loan appears on the watchlist because the borrower has not
submitted any financial information since 2002.

Based on discussions with the servicer and special servicer,
Standard & Poor's stressed various loans in the mortgage pool as
part of its analysis.  The resultant credit enhancement levels
adequately support the raised and affirmed ratings.

                         Ratings Raised

                   Morgan Stanley Captial I Inc.
       Commercial Mortgage Pass-thru Certs Series 1997-WF1

                      Rating
          Class   To          From   Credit support (%)
          D       AAA         AA+                26.49
          E       AA+         AA-                22.42
          F       A-          BB+                10.19
          H       BB          B                   5.09

                         Ratings Affirmed

                     Morgan Stanley Captial I Inc.
        Commercial Mortgage Pass-thru Certs Series 1997-WF1

                Class   Rating   Credit support (%)
                A-2     AAA                  60.12
                B       AAA                  48.91
                C       AAA                  36.68


NORSTAN APPAREL: Creditors Must File Proofs of Claim by Jan. 13
---------------------------------------------------------------
The Honorable Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York set Jan. 13, 2006, at 5:00 p.m. as
the last day for all creditors owed money by Norstan Apparel
Shops Inc., dba Fashion Cents and its debtor-affiliates on account
of claims arising prior to April 8, 2005, to file their proofs of
claim.

Creditors must file written proofs of claim on or before the
January 13 Claims Bar Date and those forms must be delivered by
regular mail or courier service to:

      Clerk of the Bankruptcy Court
      U.S. Bankruptcy Court for the Eastern District of New York
      271 Cadman Plaza East
      Brooklyn, NY 11201

Headquartered in Long Island City, New York, Norstan Apparel Shops
Inc., dba Fashion Cents, operates 229 retail stores selling
women's budget-priced apparel.  The stores are located in 24
states throughout the Midwestern, Midsouthern, Mid-Atlantic and
southeastern regions of the United States.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 8, 2005
(Bankr. E.D.N.Y. Case No. 05-15265).  Jeff J. Friedman, Esq., at
Katten Muchin Zavis Rosenman represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $19,637,000 and total
debts of $44,776,000.


NORTHWEST AIRLINES: Gets Injunction Against Utility Companies
-------------------------------------------------------------
Section 366 of the Bankruptcy Code provides that during the
initial 20 days after the Petition Date, utilities may not alter,
refuse or discontinue service to, or discriminate against, a
debtor solely on the basis of the commencement of its case or the
existence of prepetition debts owed by the debtor.

Following the 20-day period, utilities may discontinue service to
the debtor if the debtor does not provide adequate assurance of
future performance of its postpetition obligations.

According to Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham &
Taft, LLP, in New York, Northwest Airlines Corporation and its
debtor-affiliates obtain electricity, water, telephone, or other
similar services, from in excess of 650 different utility
companies, thus, uninterrupted utility service is vital to the
continued operation of their businesses and to the success of
their Chapter 11 cases.

"Termination of Utility Services provided to the Debtors (even
temporarily) could result in a suspension of flights, potentially
stranding customers and resulting in a loss of goodwill and
customer loyalty," Mr. Zirinsky noted.

In this regard, the Debtors asked the U.S. Bankruptcy Court for
the Southern District of New York to:

   (a) prohibit the Utility Companies from altering, refusing, or
       discontinuing Utility Services on account of prepetition
       invoices, including the making of demands for security
       deposits or accelerated payment terms; and

   (b) deem the utility service providers adequately assured of
       future performance.

The Debtors informed the Court that they are establishing a
$2,016,000 reserve fund for the benefit of the Utility Companies,
to provide further adequate assurance of future payment of their
utility bills.

In addition, the Debtors sought the Court's authority to pay
certain amounts owed to foreign creditors, including foreign
utility companies.  The Debtors note that the foreign utility
companies will not be participating in the Utility Reserve.

Mr. Zirinsky stated that in the event of a need to resort to the
Utility Reserve for payment, any prepetition payment actually
made to foreign vendors should be reallocated to any outstanding
postpetition invoices, thereby providing adequate assurance to
the foreign utility companies of payment for postpetition
services.  "Such reallocation would also set the foreign utility
companies on equal grounds as the domestic utility companies, who
did not receive payment for their pre-petition charges," Mr.
Zirinsky explains.

Moreover, Mr. Zirinsky pointed out that the Debtors have
established a good payment history with virtually all of their
Utility Companies, consistently making payments on a regular and
timely basis.  Mr. Zirinsky assures the Court that, to the
Debtors' knowledge, there are no defaults or arrearages of any
significance with respect to their undisputed Utility Services
invoices, other than the payment interruptions that may be caused
by the commencement of their Chapter 11 cases.

The Court grants the Debtors' request.  Judge Gropper, however,
holds that nothing in the Order will restrict the rights of the
Utility Companies, which have filed objections to the Motion, to
seek additional adequate assurance.

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


NORTHWEST AIRLINES: American International Wants to End Contract
----------------------------------------------------------------
On July 20, 2005, Northwest Airlines, Inc., and American
International Security Corp. entered into a Security Services
Agreement.  Under the Agreement, American International agreed to
provide pre-strike and strike security services, in exchange for
Northwest's:

   (a) advance payment for services provided and expenses
       incurred;

   (b) establishment and maintenance of an Operating Retainer
       Fund equal to the estimated fees and expenses for the
       subsequent payroll week; and

   (c) payment in full of the amount of each bill within two
       business days of receipt of invoice.

Carolyn A. Bankowski, Esq., at Deutsch Williams Brooks Derensis &
Holland, P.C., in Boston, Massachusetts, informs the Court that
Northwest Airlines has breached its contractual obligations.  The
Debtor has not paid the $1,091,179 it owed to American
International as of the Petition Date.  In addition, the Debtor
wired only $158,134 for the $560,540 invoice sent on
September 29, 2005.  Northwest Airlines' debts to American
International continue to accrue.

Moreover, Northwest Airlines has refused to maintain the
Operating Retainer and has demanded that American International
provide backup for its invoices before any amounts are paid in
advance under the Services Agreement.

Pursuant to the Services Agreement, American International is
entitled to terminate the agreement in the event Northwest fails
to pay any amount due in excess of $25,000.

Accordingly, American International asks Judge Gropper of U.S.
Bankruptcy Court for the Southern District of New York to lift
the automatic stay to allow it to terminate the Services
Agreement.

Ms. Bankowski says that the Debtor's non-payment of its debts is
causing irreparable harm to American International's business and
reputation.  Any further delays will prevent the creditor from
providing services to its sub-contractors and vendors, including
Northwest Airlines.

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


NORTHWEST AIRLINES: Committee Taps Otterbourg as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Northwest
Airlines Corp. and its debtor-affiliates asks the U.S. Bankruptcy
Court for the Southern District of New York for permission to
retain Otterbourg, Steindler, Houston & Rosen, P.C., as its
counsel, effective as of September 30, 2005.

Douglas Greco, chairperson of the Creditors Committee, explains
that the Committee has selected Otterbourg because of the firm's
extensive experience in and knowledge of business reorganizations
under Chapter 11 and its particular expertise in airline
reorganizations.  The Creditors Committee believes that
Otterbourg is qualified to represent it in a cost-effective,
efficient, and timely manner.

Under the engagement, Otterbourg will:

   (a) assist and advise the Creditors Committee in its
       consultation with the Debtors relative to the
       administration of their cases;

   (b) attend meetings and negotiate with the representatives of
       the Debtors;

   (c) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

   (d) assist the Committee in the review, analysis, and
       negotiation of any plan of reorganization that may be
       filed and to assist the Committee in the review, analysis,
       and negotiation of the disclosure statement accompanying
       any reorganization plan;

   (e) assist the Committee in the review, analysis, and
       negotiation of any financing agreements;

   (f) take all necessary action to protect and preserve the
       interests of the Committee, including:

       * possible prosecution of actions on its behalf;

       * if appropriate, negotiations concerning all litigations
         in which the Debtors are involved; and

       * if appropriate, review, and analysis of claims filed
         against the Debtors' estates;

   (g) prepare on behalf of the Committee all necessary motions,
       applications, answers, orders, reports, and papers, in
       support of the Committee's positions;

   (h) appear, as appropriate, before the Court, the Appellate
       Courts, and the United States Trustee, and protect the
       interests of the Committee; and

   (i) perform all other necessary legal services in the Debtors'
       cases.

Otterbourg will be paid in accordance with its current hourly
rates:

           Professional                      Rate
           ------------                      ----
           Partner/Counsel                $450 - $725
           Associate                      $240 - $525
           Paralegal/Legal Assistant      $175 - $195

The firm will also be reimbursed for out-of-pocket expenses
incurred in connection with its representation of the Creditors
Committee.

Scott L. Hazan, Esq., member of Otterbourg, assures the Court
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.  He says that
Otterbourg has transacted with certain parties-in-interest in
matters unrelated to the Debtors' Chapter 11 cases.

                          *     *     *

Judge Gropper authorizes the Creditors Committee to retain
Otterbourg on an interim basis.

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


ORCHARD SUPPLY: S&P Junks Planned $235 Million Unsecured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Orchard Supply Hardware Stores Corp.  The outlook
is stable.  At the same time, Standard & Poor's assigned a 'CCC+'
rating to the company's planned $235 million unsecured notes.

Proceeds from the transaction, along with $50 million of
borrowings under the company's revolving credit facility,
$120 million of borrowings under the senior secured commercial
mortgage backed loan, and proceeds from an equity investment by
Ares, an affiliate of Ares Management LLC, will be used to fund
the payment of a $448 million dividend to its parent, Sears
Holdings Corp.  The company will operate as an unrestricted
subsidiary of Sears.

"The ratings on Orchard Supply Hardware Stores Corp. reflect the
company's small size in the highly competitive home improvement
industry, its regional concentration, seasonality, and a highly
leveraged capital structure," said Standard & Poor's credit
anlayst Robert Lichtenstein.

OSH, with 84 stores in California and about $865 million in
revenue, maintains a very small market position in the highly
competitive home improvement industry.  The company competes with
both large warehouse home centers, such as The Home Depot and
Lowe's, and smaller local hardware stores, such as Ace Hardware,
and TrueValue.

Moreover, competitors continue to open stores in the company's
region increasing competition.  Still, OSH is able to compete
effectively because it offers a significantly broader and deeper
merchandise selection in certain categories than its competitors,
provides better customer service than large warehouse home
centers, and is competitively priced compared with independent or
local hardware retailers.


OWENS & MINOR: Moody's Revises Rating's Outlook to Positive
-----------------------------------------------------------
Moody's Investors Service changed the rating outlook for Owens &
Minor, Inc. (Ba2 corporate family rating) to positive from stable.

The positive outlook is based on Moody's belief that:

   1) the company will continue to maintain a relatively
      conservative posture toward leverage;

   2) external growth will be focused on small acquisitions; and

   3) a relatively stable position in the medical surgical
      distribution market should be supported by an activity-based
      pricing model.

Management has not increased debt levels since 2002 when the
company repaid approximately $125 million in preferred stock.
Although reported operating cash flow has been variable over the
past several years -- due largely to working capital swings --
Moody's believes that if operating margins stabilize and cash flow
capabilities of the company allow OMI to sustain operating and
free cash flow to adjusted debt ratios at or above the 20% and 12%
range, respectively, the ratings could be raised.

If, however, the company engages in additional acquisitions or
experiences additional margin pressure that cause operating and
free cash flows to fall below the 15% and 10% levels,
respectively, the rating outlook could be changed to stable.

The Ba2 rating reflects OMI's leading market position in the
medical surgical distribution market, with growth exceeding market
growth over the past several years.  Both Cardinal Health and
McKesson are competitors in the medical surgical distribution
market.  However, OMI's market position is supported by an
activity-based pricing model that has been adopted by almost 40%
of the company's customer base.

Offsets to these strengths include significant concentration in
customer base (one group purchasing organization represents 50% of
customers) as well as suppliers (reliance on two key manufacturers
for about 30% of sales).  Further, the Ba2 incorporates strong
margin pressure with reduced volume based incentives provided by
suppliers.  In addition, there are fewer "alternate source"
opportunities that have enabled OMI to purchase excess inventory
at cheaper prices.  Moody's believes that margin improvement may
be possible if the company can obtain better discounts from
manufacturers by improving the efficiency of the distribution
chain.

The company recently acquired a provider of diabetes monitoring
supplies.  In our opinion, this strategic venture provides some
diversification of revenues in a relatively high growth market,
but also carries risk as management must focus on a highly
fragmented but increasingly consolidated market that is heavily
reliant on Medicare and Medicaid for payment.

Owens & Minor, Inc., headquartered in Glen Allen, Virginia, is a
leading distributor of medical surgical products to providers,
primarily hospitals, in the United States.


OWENS CORNING: Posts $267 Million Net Loss in Third Quarter
-----------------------------------------------------------
Owens Corning reported third quarter sales of $1.618 billion, the
highest quarterly total in company history.  Sales for the period
were up 5%, compared with $1.541 billion for the same quarter last
year.  For the first nine months of 2005, sales totaled $4.610
billion, a 10% increase from the year prior.

"Demand for our products and services remained strong during the
quarter," said Dave Brown, president and chief executive officer.
"Our financial results were mixed due to increased costs for
energy, energy-related commodities and transportation, partially
offset by price increases.  We expect these cost pressures to
continue."

For the third quarter, the company reported income from operations
of $139 million, down 9%, compared to $153 million in the same
period of 2004.  For the first nine months of 2005, the company
reported a loss from operations of $3.973 billion, including a
$4.342 billion non-cash asbestos charge in the first quarter,
compared to income from operations of $281 million in the same
period of 2004.

During the third quarter, the United States Third Circuit Court of
Appeals reversed the District Court's prior order that had
approved substantive consolidation in Owens Corning's Chapter 11
proceedings.  As a result of such reversal, the company has
determined that certain post-petition interest and fees under the
company's pre-petition credit facilities will probably be payable,
and accordingly, it has accrued those expenses (for the five-year
period from the October 2000 petition date through the end of the
third quarter of 2005) during the quarter.  That accrual resulted
in a non-cash charge of $538 million being recorded in the
quarter.  With the charge, the company recorded a net loss of $267
million in the third quarter, compared to net income of $94
million in the same period of 2004.

The demand outlook for Owens Corning products and services remains
positive for the remainder of the year.  Longer term, the company
is cautious about the ability of the U.S. economy to maintain the
current level of housing demand and believes a continued rising
interest rate environment could cause the U.S. housing market to
soften from recent high levels.  The Energy Policy Act of 2005 and
the effect of recent hurricanes in the Southeast U.S. may serve to
mitigate this softening.  The Energy Policy Act is expected to
increase demand for energy-efficient improvements in 2006 and
2007, particularly for insulation or other systems designed to
reduce heat loss.  An increase in hurricane-related demand for
residential roofing and siding is anticipated.

When communicating to its Board of Directors and employees
regarding the operating performance of the company, management
excludes certain items, including those related to the company's
Chapter 11 proceedings, asbestos liabilities and restructuring
activities.  In the third quarter of 2005, such items amounted to
a net charge of $7 million, compared to a net credit of $8 million
during the same period of 2004.

For the first nine months of 2005, such items included a $4.342
billion non-cash asbestos charge in the first quarter and
additional net charges of $26 million, compared to a net charge of
$25 million for the same period of 2004.  Excluding these items,
the company's income from operations for the third quarter 2005
increased one % over the same period last year, and 29 % for the
first nine months of 2005 compared to 2004.

Owens Corning has an unconditional commitment to safety in the
workplace.  As a result of that commitment, through the first nine
months of the year, the company has had a 34% reduction in the
number of recordable employee injuries compared to last year.

                     Bankruptcy Review

On Oct. 5, 2000, Owens Corning and 17 United States subsidiaries
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.  The Debtors are currently operating their businesses as
debtors-in-possession in accordance with provisions of the
Bankruptcy Code.  The Chapter 11 cases of the Debtors are being
jointly administered under Case No. 00-03837.  The Chapter 11
cases do not include other U.S. subsidiaries of Owens Corning or
any of its foreign subsidiaries.  The Debtors filed for relief
under Chapter 11 to address the growing demands on Owens Corning's
cash flow resulting from the substantial costs of asbestos
personal injury liability.

On Oct. 24, 2003, the Debtors, together with the Official
Committee of Asbestos Claimants and the Legal Representative for
future asbestos personal injury claimants, filed an amended Joint
Plan of Reorganization in the U. S. Bankruptcy Court for the
District of Delaware.  The Plan is subject to confirmation by the
Bankruptcy Court.  It is expected that the Plan will be
significantly amended prior to confirmation.

The current Plan provides for partial payment of all unsecured
creditors' allowed claims, in the form of new common stock and
notes of the reorganized company, and cash.  Additional
distributions from potential insurance and other third-party
claims may also be paid to certain classes of creditors, but it is
expected that all classes of pre-petition unsecured creditors will
be impaired.  Therefore, the Plan also provides that the existing
common stock of Owens Corning will be cancelled, and that current
shareholders will receive no distribution or other consideration
in exchange for their shares.  It is impossible to predict at this
time the terms and provisions of any plan of reorganization that
may ultimately be confirmed or the treatment of creditors
thereunder.

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.


PMA CAPITAL: Improving Franchise Cues Fitch to Lift Rating to B+
----------------------------------------------------------------
Fitch Ratings has upgraded the Insurer Financial Strength ratings
of the three active primary insurance subsidiaries referred to as
PMA Insurance Group: Pennsylvania Manufacturers Association
Insurance Company; Pennsylvania Manufacturers Indemnity Company;
and Manufacturers Alliance Insurance Company, to 'BBB-' from
'BB+.'

Fitch has also upgraded the senior debt and long-term issuer
rating of PMA Capital Corp. to 'B+' from 'B.'  Lastly, Fitch has
affirmed the 'B-' IFS rating of PMA Capital Insurance Company's
run-off reinsurance subsidiary.  All Rating Outlooks are Stable.

PMAIG's favorable rating action reflects the company's improving
operating franchise.  While 70% renewals for first-half 2005 were
modestly below historical averages of 75%-85%, they are up from
61% for first-half 2004.  Fitch notes it will take time for
management to prudently restore the competitive position of PMAIG.

PMA Re has had $5 million in commutations year to date and has
$215 million in statutory surplus at June 30, 2005.  As part of
its run-off agreement with the Pennsylvania Dept. of Insurance,
PMA Re was not allowed to pay dividends in 2004 and 2005 but may
pay an ordinary dividend or return capital in 2006 only if risk-
based capital is greater than 225% of authorized control level
RBC.  An extraordinary dividend in excess of 10% of PMA Re's prior
year ending surplus may not requested unless, immediately after
paying such dividend PMA Re's RBC is greater than 225% of
authorized control level RBC, and any extraordinary dividend would
require regulatory approval.  Fitch anticipates that PMA will ask
the PA DOI for an extraordinary dividend in 2006.  Fitch
anticipates commutations to increase in 2006 if the PA DOI allows
an extraordinary dividend from PMA Re to PMA.

Half of any extraordinary dividend that PMA receives from PMA Re,
up to $37.5 million, must be used to purchase the convertible debt
at 110% of par value.  Fitch anticipates that management will
retire the majority of the convertible debt prior to its first put
date in 2009 through careful use of dividends from PMA Re and
PMAIG.

As of June 30, 2005, PMAIG had net premiums written of $188
million, compared with $217 million for the same period in the
prior year and a GAAP combined ratio of 103.5%, compared with a
104.2% prior year.

Fitch has upgraded these companies, with a Stable Outlook:

   PMA Capital Insurance Company

     -- Insurer financial strength affirmed at 'B-'.

   Manufacturers Alliance Insurance Co.

     -- Insurer financial strength upgraded to 'BBB-' from 'BB+'.

   Pennsylvania Manufacturers Association Insurance Co.

     -- Insurer financial strength upgraded to 'BBB-' from 'BB+'.

   Pennsylvania Manufacturers Indemnity Co.

     -- Insurer financial strength upgraded to 'BBB-' from 'BB+'.

   PMA Capital Corp.

     -- Long-term issuer upgraded to 'B+' from 'B';
     -- $57.5 million senior notes, 8.5% due June 15, 2018;
     -- $84.1 million convertible debt, 6.5% due Sept. 30, 2022;
     -- $15 million convertible debt, 6.5%, due Sept. 30, 2022.


POLYMER GROUP: S&P Rates Proposed $455 Mil. Senior Loans at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Polymer Group Inc. to 'BB-' from 'B+'.  The outlook is
stable.

At the same time, Standard & Poor's assigned its 'BB-' rating and
its recovery rating of '3' to Polymer's proposed $455 million
senior secured credit facilities, based on preliminary terms and
conditions.  The rating on the senior secured credit facilities is
the same as the corporate credit rating; this and the recovery
rating of '3' indicate that bank lenders can expect a meaningful
recovery of principal in the event of a payment default.

"The upgrade reflects Polymer's strengthening financial profile
following the conversion of payment-in-kind preferred shares to
common equity in September 2005, consistent operating results over
the last year, and the likelihood that credit quality will further
improve as Polymer's international expansion projects begin
contributing to profits," said Standard & Poor's credit analyst
George Williams.

With favorable business conditions over the intermediate term,
North Charleston, South Carolina-based Polymer should be well
positioned to preserve or further strengthen its financial
profile.

The ratings on Polymer reflect the company's weak business
position as a producer of nonwoven and oriented polyolefin
products and its aggressive financial profile.  The narrow focus
of Polymer's business operations is a limiting factor but is
partially offset by the company's leading positions in its niche
markets, good geographic sales and manufacturing diversity, and
favorable long-term growth prospects in certain end markets.

Since emerging from bankruptcy in March 2003, the company has
focused on improving its financial position primarily by reducing
its domestic manufacturing cost base and by pursuing international
expansion opportunities in Mexico and China in higher-growth
applications.  More important, the company is making new capital
investments in a measured fashion to better meet customer demand
requirements, and to mitigate some of the risk associated with
Polymer's previous larger-scale expansions.  Manufacturing
expansion into China should also enable Polymer to continue to
address its customers' needs as they move their own manufacturing
capabilities to lower-cost countries.

With annual revenues of about $930 million, Polymer manufactures
products that are used in a wide range of disposable consumer
applications, including baby diapers, feminine hygiene products,
household and consumer wipes, disposable medical products, and
various industrial applications, including automotive, filtration,
and protective apparel.


PONDEROSA PINE: Inks Gas Purchase Settlement Agreement with WPC
---------------------------------------------------------------
Ponderosa Pine Energy Partners, Ltd., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of New Jersey for
authority to enter into a settlement with Williams Power Company,
Inc.

                       Nature of Conflict

Ponderosa is a successor-in-interest to Tenaska Gas Co. and
Tenaska Power Partners, LP.  Ponderosa sells the energy generated
at its Cleburne, Texas Plant solely to Brazos Electric Power
Cooperative, Inc.

Tenaska and Williams Power entered into a Gas Purchase Agreement
dated May 13, 1994.  Under that agreement, Williams is obliged to
sell and Ponderosa is obliged to purchase quantities of natural
gas at fixed prices.  The term of the agreement ends Dec. 31,
2006.

Williams sent Ponderosa a letter on May 4, 2005, declaring its
intent to terminate the Gas Purchase Agreement.

A series of suits and countersuits followed between Ponderosa and
Williams.  On Aug. 2, 2005, the Bankruptcy Court issued a
temporary injunction prohibiting Williams from terminating the
contract.  The parties negotiated and reached a settlement.

Under the settlement pact, Williams will continue to provide
Ponderosa gas, at the same price, from August 19, 2005, to
December 31, 2006.

A full-text copy of the settlement agreement is available for free
at http://bankrupt.com/misc/Ponderosa_Settlement-with-Williams.pdf

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D. N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., Sharon L. Levine,
Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler PC
represent the Debtor in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


PONDEROSA PINE: Lenders Are Ready to Pay Creditors in Full
----------------------------------------------------------
JPMorgan Chase Bank, N.A., as agent for a group of lenders under a
Construction and Term Loan Agreement, and Brazos Electric Power
Cooperative, Inc., ask the U.S. Bankruptcy Court for the District
of New Jersey to terminate the exclusive periods in Ponderosa Pine
Energy Partners, Ltd., and its debtor-affiliates' chapter 11
cases.

JPMorgan and Brazos are Ponderosa's two largest creditors and DIP
lenders.  The lenders assert that they alone can propose a viable
plan of reorganization being the largest stakeholders in the
Debtors' reorganization.

          Overview of JPMorgan & Brazos' Joint Plan

The lenders are ready to file their own Joint Plan as soon as the
exclusive periods are terminated.  Their Joint Plan will:

   a) fund the repair of Ponderosa's facilities,
   b) pay all of Ponderosa's creditors in full, and
   c) resolve all relevant material litigation.

The Joint Plan contemplates that Brazos will issue a note, which
is part of an exit facility, to satisfy all claims of the Agent
and the senior secured lenders.  The exit facility will comprise
all amounts owed by Ponderosa under a Prepetition Credit Agreement
and an additional $50 million credit facility for the repair of
the Cleburne Plant.  Brazos will assume all obligations under the
exit facility in exchange for an assignment of substantially all
of Ponderosa's assets.  In addition, Brazos will subordinate its
claim to the general unsecured creditors.

A full-text copy of the summary of the lenders' plan is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=051103235928

JPMorgan Chase is represented by:

     William S. Katchen, Esq.
     Michael F. Hahn, Esq.
     Duane Morris LLP
     744 Broad Street, Suite 1200
     Newark, New Jersey 07102
     Tel: 973-424-2000, Fax: 973-424-2001

     J. Gregory St. Clair, Esq.
     Adlai S. Hardin III, Esq.
     Skadden, Arps, Slate, Meagher & Flom LLP
     Four Times Square
     New York, New York 10036
     Tel: 212-735-3000, Fax: 212-732-2000

     Felicia Gerber Perlman, Esq.
     Skadden, Arps, Slate, Meagher & Flom LLP
     333 West Wacker Drive
     Chicago, Illinois 60606
     Tel: 312-407-0700, Fax: 312-407-0411

Brazos Electric is represented by:

     Holland N. O'Neil, Esq.
     Jason N. Bramlett, Esq.
     Gardere Wynne Sewell LLP
     3000 Thanksgiving Tower
     1601 Elm Street
     Dallas, Texas 75201
     Tel: 214-999-4250, Fax: 214-999-3250

     Frank J. Vecchione, Esq.
     Karen A. Giannelli, Esq.
     Gibbons, Del Deo, Dolan, Griffinger & Vecchione
     One Riverfront Plaza
     Newark, New Jersey 07102
     Tel: 973-596-4500, Fax: 973-596-0545

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D. N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., Sharon L. Levine,
Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler PC
represent the Debtor in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


PROSOFT LEARNING: Nasdaq Delisting Notice Prompts Notes Default
---------------------------------------------------------------
Prosoft Learning Corp. (NASDAQ: POSO) reported that it received a
letter from the NASDAQ Listing Qualifications Department on
Nov. 3, 2005, stating that Prosoft has failed to meet or exceed
the $1 minimum bid price required for listing on the Nasdaq
SmallCap Market for 180 calendar days, and that Prosoft's shares
will be delisted effective with the opening of trading on Nov. 14.

The company expects that its shares will be traded on the Over the
Counter Bulletin Board.  Investors using online trading systems
may be required to change the ticker symbol from POSO to POSO.OB.

"We have anticipated this decision by the NASDAQ, and our board of
directors has decided that the time and expense involved in
requesting a hearing, given that the company is ineligible for an
additional extension, would not be a prudent use of the company's
resources," stated Prosoft's president and CEO Benjamin Fink.
"Our immediate focus is on building shareholder value by
continuing our improvements in operating performance and expanding
the adoption of the CIW program throughout the country."

                         Notes Default

Delistment from the Nasdaq SmallCap Market is an event of default
under the company's Subordinated Secured Convertible Note and the
Secured 8% Convertible Notes.  Such a default provides the holders
of the notes with the ability to require immediate repayment of
the principal and interest then owed under the notes.  This
circumstance was a principal factor behind the company's
independent auditors issuing a going concern qualification in the
company's Form 10-K filed on Oct. 28, 2005.  The company is
negotiating with its noteholders and anticipates that before its
last day of trading on the Nasdaq SmallCap Market, it will sign a
forbearance agreement that will provide for a temporary waiver of
the event of default under the notes.

Prosoft Learning Corporation -- http://www.ProsoftLearning.com/--  
offers content and certifications to enable individuals to develop
and validate critical Information and Communications Technology
workforce skills.  Prosoft is a leader in the workforce
development arena, working with state and local governments and
school districts to provide ICT education solutions for high
school and community college students.  Prosoft has created and
distributes a complete library of classroom and e-learning
courses.  Prosoft distributes its content through its ComputerPREP
division to individuals, schools, colleges, commercial training
centers and corporations worldwide.  Prosoft owns the CIW job-role
certification program for Internet technologies and the Certified
in Convergent Network Technologies certification, and manages the
Convergence Technologies Professional vendor-neutral certification
for telecommunications.

                           *     *     *

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 1, 2005, Hein
& Associates LLP expressed substantial doubt about Prosoft
Learning Corporation's ability to continue as a going concern
after it audited the Company's financial statement for the fiscal
year ended July 31, 2005.  The auditing firm says that the Company
is party to certain note agreements that provide creditors with
the ability to demand accelerated repayment of amounts owed if the
Company is unable to comply with the terms of the note agreements.
The auditing firm notes that the Company's ability to comply with
the terms of the agreement in uncertain.  The auditing firm also
says that the Company also experienced losses from operations in
each of the last three years.


RED TAIL: Gets Interim Order to Use Lenders' Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon gave Red Tail
Canyon LLC permission, on an interim basis, to use Cash Collateral
securing repayment of pre-petition obligations to LaSalle Bank
N.A.

The Debtor owns and operates Red Tail Canyon, a 100-unit court-
yard, townhouse style residential apartment development located at
8149 Southeast Aspen Summit Drive, Multnomah County in Portland,
Oregon.

              Funds Available as Cash Collateral
                  & Use of Cash Collateral

The funds available to the Debtor are rent proceeds from the real
property subject to a Deed of Trust, Assignment of Leases and
Rents, Security Agreement and Fixture Filing recorded on behalf of
Duetsche Banc Mortgage Capital, L.C.C., and subsequently assigned
to LaSalle Bank, as Trustee for the Registered Holders of GE
Capital Commercial Mortgage Corporation Mortgage Pass-Through
Certificates, Series 2002-3.  The servicing agent for the GE
Capital Noteholders is Wachovia Securities.

As of the Petition Date, the Debtor had $898.20 on deposit in its
rent collection account, $45,500 on deposit in its escrow account
and $56,000 on deposit in the checking account used to pay
operating expenses.  Those funds constitute cash collateral as
defined in 11 U.S.C. Section 363(a) because they are proceeds
subject to LaSalle's security interest.

The Debtor will use the proceeds of the Cash Collateral to pay for
its operating expenses during the interim period pending the
approval of a long-term budget for its operating expenses, and for
the expenses of converting its real property from rental units to
properties for sale to prospective homeowners.

The operating expenses are listed in the approved Interim Budget
covering the period from Oct. 3, to Nov. 10, 2005.

A full-text copy of the four-page Interim Budget is available for
free at:

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

                      Adequate Protection

As adequate protection for their interests, the pre-petition
Lenders are granted a substitute lien on the post-petition rent
payments of the Debtor's real property.

The Court will convene a hearing at 10:00 a.m., on Nov. 10, 2005,
to consider the Debtor's request to use the Cash Collateral on a
permanent basis.

Headquartered in Portland, Oregon, Red Tail Canyon LLC owns and
operates the Red Tail Canyon townhouse apartments located in South
Aspen Summit Drive, Multnomah County, Portland, Oregon.  The
Company filed for chapter 11 protection on Sept. 19, 2005 (Bankr.
D. Ore. Case No. 05-41235).  J. Stephen Werts, Esq., at Cable
Huston Benedict Haagensen & Lloyd LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of $10
million to $50 million.


RED TAIL: Court Approves Employment of Gary Miller as Accountant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon gave Red Tail
Canyon LLC permission to employ Gary S. MIller, C.P.A., as its
accountant.

The Debtor relates that Mr. Miller has substantial experience in
the preparation and review of the financial information and
reports required of a debtor under chapter 11 protection.

Mr. Miller will:

   1) prepare and review necessary financial statements, financial
      reports and other reports required for the Debtor to comply
      with its duties and obligations as debtor-in-possession
      under chapter 11 of the Bankruptcy Code;

   2) assist and advise the Debtor on debt restructuring and
      assist in preparing and presenting a plan of reorganization;

   3) prepare on behalf of the Debtor all necessary financial
      information to support all applications, motions, memoranda,
      responses, complaints, answers, orders, notices, reports and
      other papers; and

   4) provide all other accounting services to the Debtor that are
      necessary in its chapter 11 case.

Mr. Miller will be paid $150 per hour for his services.  Mr.
Miller will also receive a $800 monthly fee.

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

Headquartered in Portland, Oregon, Red Tail Canyon LLC owns and
operates the Red Tail Canyon townhouse apartments located in South
Aspen Summit Drive, Multnomah County, Portland, Oregon.  The
Company filed for chapter 11 protection on Sept. 19, 2005 (Bankr.
D. Ore. Case No. 05-41235).  J. Stephen Werts, Esq., at Cable
Huston Benedict Haagensen & Lloyd LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of $10
million to $50 million.


RELIANT ENERGY: Fitch Affirms BB- Rating on $500-Mil PEDFA Bonds
----------------------------------------------------------------
Reliant Energy, Inc.'s outstanding credit ratings have been
affirmed by Fitch Ratings:

     -- Senior secured at 'BB-';

     -- Senior unsecured at 'B+';

     -- Senior subordinated convertible notes at 'B';

     -- Pennsylvania Economic Development Financing Authority's
        $500 million 6.75% exempt facilities revenues bonds due
        Dec. 1, 2036 at 'BB-'.

The Rating Outlook has been revised to Stable from Positive.

The revised Rating Outlook reflects Fitch's expectation that the
previously anticipated improvement in RRI's leverage measures will
likely be delayed until beyond 2006.  Specifically, the current
high level of natural gas prices will continue to suppress the
cash flow performance of RRI's Texas retail business through 2006
due to RRI's agreement to discount the residential price-to-beat
through March 15, 2006, and delay filing of a fuel factor
adjustment until June 2006.

At the same time, performance at RRI's wholesale segment, which
includes approximately 4,600 megawatts of baseload coal capacity,
has not experienced the upside benefit of higher gas prices due to
prior hedging arrangements and the effects of widening basis
differentials within the PJM-West power market.  These factors,
combined with the redirection of cash on hand and proceeds raised
from recent asset sales towards expanded margining requirements
has delayed RRI's planned deleveraging.

For the 12-month period ended Sept. 30, 2005, RRI's leverage as
measured by adjusted gross debt, i.e. excluding the netting of
cash and margin deposits to adjusted EBITDA approximated 6.0 times
versus Fitch's prior expectation of 4.7x for year-end 2005.  Fitch
does not anticipate a material improvement in this ratio through
2006.

The Stable Rating Outlook incorporates RRI's current liquidity
position, which remains sound despite the rise in total collateral
postings to $2.4 billion as of Sept. 30, 2005.  As of Oct. 28,
2005, total liquidity was $971 million consisting of $260 million
of cash and $711 million of undrawn and available capacity under
RRI's $1.7 billion corporate revolver maturing in December 2009.

In addition, RRI expects to receive $1.1 billion of cash proceeds
by early 2006 from pending asset sales including the recently
announced sale of RRI's New York City generating assets.  Fitch
notes that RRI has taken steps to close out certain hedges around
its PJM-West generating assets, which should limit incremental
collateral requirements at the wholesale segment.  Finally, there
are virtually no debt maturities in the near term, other than an
existing $450 million 364-day accounts receivables facility at
Retail.


RESCARE INC: Earns $7.6 Million of Net Income in Third Quarter
--------------------------------------------------------------
ResCare Inc., (NASDAQ/NM:RSCR) reported results for the third
quarter and nine months ended Sept. 30, 2005.

Revenues for the third quarter of 2005 increased 9% over the prior
year period to $279.4 million.  Net income increased 35% to $7.6
million, versus $5.6 million in the prior-year period.

Ronald G. Geary, ResCare chairman, president and chief executive
officer, said, "In the third quarter, our operations team faced
incredible logistical challenges related to hurricanes, especially
Hurricanes Katrina and Rita.  Many of our employees suffered
personal losses; however their commitment to the individuals we
support was nothing short of heroic.  For their support through
these difficult times, I have never been more proud of our
company."

                     Financial Transactions

Mr. Geary added, "During the third quarter, we announced a tender
offer for our 10.625% Senior Notes.  This tender offer was
completed on Oct. 3, 2005, along with the completion of a
restructuring of debt through a private placement of $150 million
of 7.75% Senior Notes due October 15, 2013.  In addition on
Oct. 3, 2005, the company amended and restated its senior secured
credit facility, consisting of a $175 million revolver, which
could be increased to $225 million at our option, and expires on
October 3, 2010.  The completion of these financing transactions
substantially strengthens the balance sheet of our company.  This
is shown by the willingness of investors and lenders to invest in
ResCare, which endorses our business plan and the strength of the
company.  In connection with the refinancing, during the fourth
quarter of 2005, the company will record a pretax charge of
approximately $12 million, or $0.25 per common share."

                     Ratings Actions

During the refinancing, Moody's upgraded ResCare's corporate
rating from B1 to Ba3.  Standard and Poor's affirmed the corporate
credit rating of B+, while increasing the outlook from stable to
positive.

In addition during the quarter, ResCare closed on the acquisition
of six operations with combined expected annual revenues of
approximately $9 million.

                  Appointment of New CFO

"Also, I am very pleased to announce that David W. Miles has been
named as our new Chief Financial Officer.  David, who is a
certified public accountant, has been a member of the ResCare
family since 1998 and served as Vice President and Controller
until he took over as interim Chief Financial Officer in February
2005.  Prior to joining ResCare, he was with Ernst & Young LLP for
10 years.  It speaks well for David and for ResCare that, after a
national search, the most qualified candidate for our CFO position
is a strong member of our own team.  Please welcome David Miles
and know he brings tremendous talent to the CFO position."

In closing, Mr. Geary added, "We are pleased with our progress
during the year and the recent third quarter.  We have
substantially more capital to put to work, there are great
opportunities in the marketplace and there are many people who
need our services.  Of course, we will remain disciplined and
measured in our approach, but under the circumstances, it is
difficult not to be excited about our situation and the real
advantage we have in the marketplace.  We have a full pipeline, it
is still a buyer's market and we expect this favorable investment
environment to continue."

ResCare Inc., -- http://www.rescare.com/-- founded in 1974,
offers services to some 41,000 people in 34 states, Washington,
DC, Puerto Rico and Canada.  ResCare is a human service company
that provides residential, therapeutic, job training and
educational supports to people with developmental or other
disabilities, to youth with special needs and to adults who are
experiencing barriers to employment.  The Company is based in
Louisville, Kentucky.


SINCLAIR BROADCAST: Earns $31.6 Mil. of Net Income in 3rd Quarter
-----------------------------------------------------------------
Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) reported financial
results for the three months and nine months ended Sept. 30, 2005.

Net broadcast revenues from continuing operations were
$149 million for the three months ended Sept. 30, 2005, a decrease
of 1.7% versus the prior year period result of $151.6 million.
Operating income was $40.3 million as compared to $34.3 million in
the prior year period, an increase of 17.3%.  The Company had net
income available to common shareholders of $31.6 million in the
three-month period versus net income available to common
shareholders of $1 million in the prior year period.

Net broadcast revenues from continuing operations were
$456.6 million for the nine months ended Sept. 30, 2005, a
decrease of 1.6% versus the prior year period result of
$463.9 million.  Operating income was $125.2 million in the
nine-month period, an increase of 16.9% versus the prior year
period result of $107.1 million.  Net income available to common
shareholders was $183 million in the nine-month period versus the
prior year period net income available to common shareholders of
$18.9 million.

"The quarter was driven primarily by better than expected revenue
performance on our ABC affiliates, the positive impact of our
retransmission fee negotiations on revenue and by continued
diligent cost reviews by our employees," David Smith, President
and CEO of Sinclair, commented.  "Third quarter market reports
reflect that, on average, our stations grew market share at both
the local and national level.  Our Company's operational focus
on growing the top and bottom lines and our ability to begin
monetizing our retransmission consents enabled us to grow our
margins and deleverage the Company in a quarter when we had almost
$7 million of political advertising revenues in the same period
last year to replace."

Sinclair Broadcast Group, Inc. -- http://www.sbgi.net/-- one of
the largest and most diversified television broadcasting
companies, owns and operates, programs or provides sales services
to 61 television stations in 38 markets.  Sinclair's television
group includes FOX, WB, ABC, CBS, NBC, and UPN affiliates and
reaches approximately 23.0% of all U.S. television households.

                        *     *     *

As reported in the Troubled Company Reporter on April 18, 2005,
Standard & Poor's Ratings Services assigned its 'BB' rating to
Sinclair Television Group Inc.'s proposed $555 million secured
credit facilities.  A recovery rating of '1' was also assigned,
indicating a high expectation of a full (100%) recovery of
principal in the event of a payment default.  Borrowings are being
used to refinance the company's credit facility.


SOLSTICE ABS: Collateral Decline Cues Fitch to Junk Class C Notes
-----------------------------------------------------------------
Fitch Ratings downgrades three classes and affirms one class of
notes issued by Solstice ABS CDO Ltd.  These rating actions are
effective immediately:

Fitch affirms:

     -- $186,121,755 class A notes at 'AAA'.

Fitch downgrades:

     -- $50,000,000 class B notes to 'BB+' from 'AA-';
     -- $11,053,862 class C notes to 'CC' from 'BBB';
     -- $13,250,000 preference shares to 'C' from 'B'.

Solstice is a collateralized debt obligation, which closed
April 18, 2001, and is managed by Rabobank International, rated
'CAM2' for structured finance by Fitch.  Solstice is composed of
40.6% residential mortgage backed securities, 36.0% CDOs, 12.3%
asset backed securities, 5.5% Corporate, 3.8% commercial mortgage
backed securities and 1.8% real estate investment trusts.
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.

In addition, Fitch conducted cash flow modeling utilizing various
default timing and interest rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

These downgrades are the result of continued collateral
deterioration leading to a decline in the coverage ratios.  The
decrease in collateral credit quality is depicted by the increase
in the %age of collateral rated 'CCC+' and below to 24.0%, as of
the Sept. 30, 2005 trustee report, from 9.0%, as of the Aug. 31,
2004 trustee report.

In addition, all overcollateralization ratios are failing their
trigger levels.  The class B OC test has declined to 91.1%, as of
the Sept. 30, 2005 trustee report, from 96.8%, as of the Sept. 30,
2004 trustee report, below its trigger value of 105%.

All interest proceeds available after the payment of class A
current interest are currently used to redeem the class A notes,
due to the OC test failure.  As a result, approximately
$1.3 million of principal proceeds to date have been allocated to
pay interest to the class B notes.

However, the class A and class B interest payments are protected
by a cash flow swap if there is a shortfall in both interest and
principal collections.  Over the life of the deal, principal
diversions will further weaken the credit enhancement available to
support the rated notes.

The ratings of the class A 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 stated
balance of principal by the legal final maturity date.  The rating
of the class C notes addresses the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.  The rating on the preference
shares addresses the ultimate payment of the initial preference
share rated balance and the ultimate payment of a yield on the
preference share rated balance equal to a contingent annual coupon
of 3% per annum.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings Web site at
http://www.fitchratings.com/ For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralised Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


SPX CORP: Earns $37.4 Million of Net Income in Third Quarter
------------------------------------------------------------
SPX Corporation (NYSE: SPW) reported results for the third quarter
ended September 30, 2005.

For the three months ended Sept. 30, 2005, the SPX reported net
income of $37.4 million compared to net income of $2.2 million for
the three months ended Sept. 30, 2004.

Revenues increased 3.7% to $1.07 billion from $1.03 billion in the
year-ago quarter.  Organic revenue growth (revenue growth over the
year-ago quarter excluding the effects of foreign currency
fluctuations and acquisitions and divestitures) was 3.1%, while
acquisitions completed in 2004 and the favorable impact of
currency fluctuations increased revenues by 0.3% each.  Segment
income and margins were $114.9 million and 10.8%, compared with
$103.2 million and 10.0% in the year-ago quarter.

Free cash flow from continuing operations during the quarter was
$66.8 million, compared with $6.8 million in the year-ago quarter.
Including free cash flow from two businesses discontinued in the
third quarter, free cash flow was $80.1 million, compared with
$10.9 million in the year-ago quarter.  This calculation is
consistent with the company's published full year target of $180
million.

Chris Kearney, President & CEO said, "We are pleased with our
performance in the third quarter.  Once again, our revenue and
segment income targets were achieved, and marked by margin
improvement in three of our four segments.  As we expected,
improved order rates in our Flow segment drove our organic revenue
growth higher in this quarter than in the first half, a trend that
we expect to continue in the fourth quarter.  Free cash flow is
also much improved in the third quarter at $80.1 million,
consistent with our seasonal profile.  We remain confident in our
full year pro forma earnings target of $2.60 per share and
targeted $180 million of free cash flow."

                    Discontinued Operations

During the third quarter of 2005, the company committed to a plan
to divest two non-strategic businesses, one each in the Industrial
Products and Services and Flow Technology segments.  Primarily as
a result of these planned divestitures and the sale of the
company's Carfel business, the company recorded a loss on the sale
of discontinued operations of $16.5 million during the third
quarter of 2005.

The results of these operations have been reported as discontinued
operations in the attached condensed consolidated financial
statements for all periods presented.  Revenues for the two
businesses reported as discontinued operations beginning in the
quarter were $57.8 million and $162.6 million for the three and
nine months ended September 30, 2005.  Operating income for these
businesses was $4.8 million and $7.5 million for the three and
nine months ended September 30, 2005.

During the first half of 2005, the company completed the sales of
five business units for $2.7 billion in cash and recorded gains on
the sales, net of taxes and transaction fees, of $1.1 billion.

                      Share Repurchases

During the third quarter of 2005, the company repurchased 5.9
million shares of its common stock on the open market for $268.9
million, of which $260.8 million had settled as of September 30,
2005.  On a year to date basis through October 31, 2005, the
company has repurchased 10.2 million shares of its common stock on
the open market for $463.7 million.  The company intends to
purchase an additional two to three million shares in 2005 in
order to achieve a dilutive share count of approximately 64.0
million shares for 2006.

                          Refinancing

The company is currently negotiating with leading financial
institutions to arrange a new credit facility to replace its
current credit facility and obtain funds to replace its Liquid
Yield Option Notes.  The holders of these LYONs have the right to
require the company to purchase all or a portion of their LYONs on
Feb. 6, 2006.  The company has the option to pay the purchase
price in cash, shares of common stock or a combination of cash and
common stock.  The current amount outstanding on the LYONs is
$654.1 million.  The company expects to complete negotiations and
execute the refinancing agreement in the fourth quarter of 2005.

                       Gain on Asset Sale

During the quarter, the company closed the sale of land in
Milpitas, California for $25.7 million, resulting in a gain of
$7.9 million.  This land was the site of the company's former
large power transformer plant.  The gain on sale has been recorded
in special charges in the attached condensed consolidated income
statements and excluded from the company's pro forma earnings per
share.

                       Legal Settlement

During the quarter, the company's EGS joint venture recorded a
charge for a legal settlement.  The company's share of the
settlement was $7.5 million and was recorded as a reduction to
equity earnings in joint ventures on the attached condensed
consolidated income statements and excluded from the company's pro
forma earnings per share.

                          Dividend

On Aug. 25, 2005, the Board of Directors declared a quarterly
dividend of $0.25 per common share payable to shareholders of
record on September 10, 2005.  The third quarter dividend,
totaling $17.5 million, was paid on Oct. 3, 2005.

                       Form 10-Q Filing

The company expects to file its quarterly report on Form 10-Q for
the period ended Sept. 30, 2005 with the Securities and Exchange
Commission by Nov. 9, 2005.

SPX Corporation -- http://www.spx.com/-- is a leading global
provider of thermal products and services, flow technology, test
and measurement solutions and industrial products and services.

                      *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2005,
Moody's Investors Service upgraded the ratings of SPX Corporation.
The upgrade concludes the rating review initiated on March 4,
2005.  After the upgrade, the rating outlook is stable.

Ratings upgraded:

   * corporate family rating, to Ba1 from Ba2;

   * senior secured credit facility, due 2008, to Ba1 from Ba2;

   * 7.5% and 6.25% senior notes, due 2013 and 2011 respectively,
     to Ba2 from Ba3; and

   * Liquid Yield Option Notes (LYONs), due 2021, to Ba2 from Ba3

The SGL-1 liquidity rating is confirmed.


STAR GAS: Heating Oil Segment Expands Credit Facility to $310 Mil.
------------------------------------------------------------------
Star Gas Partners, L.P. (NYSE: SGU, SGH) reported that its heating
oil segment signed an amendment to its revolving credit facility
with a group of banks that increases its borrowing limits by $50
million to $310 million (subject to certain borrowing base
limitations and coverage ratios) for the peak winter months of
December through March of each year.  Star Gas believes that this
increased availability, together with its other cash resources,
will position it to meet its cash requirements for the coming
heating season.

Star Gas Partners, L.P., -- http://www.star-gas.com/-- is a home
energy distributor and services provider specializing in heating
oil.

                      *     *     *

As reported in the Troubled Company Reporter on Oct. 11, 2005,
Fitch Ratings downgraded Star Gas Partners, L.P.'s $265 million
principal amount of 10.25% senior unsecured notes due 2013 (co-
issued with its special purpose financing subsidiary Star Gas
Finance Company) to 'CCC' from 'B-'.  The Rating Outlook is
Negative.

The securities are removed from Rating Watch Negative where they
were placed on Feb. 9, 2005, following reports of deterioration of
Star Gas' heating oil business.


STELCO INC: Completes Stelpipe Sale to Romspen Investment
---------------------------------------------------------
Stelco Inc. (TSX:STE) completed the sale of the assets of Stelpipe
Ltd. to Romspen Investment Corporation on Oct. 31, 2005.

The parties entered into a definitive sale agreement in August
2005, which was subsequently assigned to Lakeside Steel
Corporation, a wholly owned subsidiary of Romspen.  The Superior
Court of Justice (Ontario) approved the transaction on Sept. 6,
2005.

The transaction allows Stelco to focus on its core integrated
steel business, as reflected in its restructuring plan outline
disclosed in July 2005.

As a result of the transaction, Lakeside has assumed all of
Stelpipe's obligations to its active employees retained by
Lakeside and Stelco will assume all of the pension and benefit
obligations respecting Stelpipe's retirees.  In addition, Lakeside
entered into a steel supply agreement with Stelco.

At a hearing conducted on Oct. 31, 2005, the Court ordered that
certain commercially sensitive information contained in the sale
agreement continue to be sealed for a further period and that the
steel supply agreement be sealed permanently or until further
order of the Court.  Accordingly, further details of the
transaction may not be disclosed at this time.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court has extended Stelco's CCAA stay period until Dec. 5,
2005, in order to accommodate the creditors' meetings and a
sanction hearing.


TFS ELECTRONIC: Creditors Must File Proofs of Claim by Dec. 15
--------------------------------------------------------------
The Honorable Redfield T. Baum, Sr., of the U.S. Bankruptcy Court
for the District of Arizona set Dec. 15, 2005, as the last day for
all creditors owed money by TFS Electronic Manufacturing Services,
Inc., on account of claims arising prior to Aug. 19, 2005, to file
their proofs of claim.

Creditors must file written proofs of claim on or before the
December 15 Claims Bar Date and those forms must be delivered to:

        Clerk of the Bankruptcy Court
        U.S. Bankruptcy Court for the District of Arizona
        230 North 1st Avenue, Suite 101
        Phoenix, AZ 85067-4151

Headquartered in Redmond, Washington, TFS Electronic Manufacturing
Services, Inc., is an electronics manufacturing services facility
that specializes in New Product Introduction services, prototype
Development and low to medium-volume manufacturing.  The Company
filed for chapter 11 protection on August 19, 2005 (Bankr. D.
Ariz. Case No. 05-15403).  John R. Clemency, Esq., Koriann M.
Atencio, Esq., and Tajudeen O. Oladiran, Esq., at Greenberg
Traurig LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protections from its creditors, it
estimated assets between $1 million to $10 million and estimated
debts between $10 million to $50 million.


TIME WARNER: Completes $200 Million Senior Secured Term Loan
------------------------------------------------------------
Time Warner Telecom Inc. (Nasdaq: TWTC), successfully completed a
new five year $200 million Senior Secured Term Loan B facility,
with initial pricing at LIBOR plus 2.50%.  In conjunction with the
Term Loan, the Company also completed an amendment to its existing
Senior Secured Revolving Credit Facility.  The Revolver is a $110
million facility which matures in 2009, is available for general
corporate purposes, and is presently undrawn.

The Term Loan will be issued by the Company's wholly owned
subsidiary, Time Warner Telecom Holdings Inc. and will be
guaranteed by the Company and its restricted subsidiaries.  The
net proceeds from the Term Loan will be used for capital
expenditures.

Headquartered in Littleton, Colorado, Time Warner Telecom Inc.,
--  http://www.twtelecom.com/-- provides managed network
services, specializing in Ethernet and transport data networking,
Internet access, local and long distance voice, VoIP and security,
to enterprise organizations and communications services companies
throughout the U.S.  As a leading provider of integrated and
converged network solutions, Time Warner Telecom delivers
customers overall economic value, quality, service, and improved
business productivity.  As of June 30th, 2005, Time Warner Telecom
had more than 20,000 route miles of its own local and regional
fiber networks, a national IP backbone with 10 Gbps capacity, and
over 5,500 buildings connected directly to its fiber networks.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 21, 2005,
Moody's Investors Service assigned a B1 rating for the proposed
$200 million 5-year senior secured Term Loan B at Time Warner
Telecom Holdings Inc., a wholly owned subsidiary of Time Warner
Telecom Inc.  The proposed Term Loan effectively will be used to
refinance the 9.75% TWT notes due 2008, extending the company's
upcoming debt amortization schedule and lowering the company's
borrowing cost.

Moody's also downgraded the $240 million Floating Rate Notes at
TWTH to B2 from B1 to reflect the increased risk of their second
priority lien vis-a-vis the addition of $200 million of first
priority debt (i.e. the proposed Term Loan B) at TWTH. Similarly,
Moody's has downgraded the $400 million 10.125% senior notes at
TWT to Caa1 from B3 to reflect their increased structural
subordination to the higher debt level at TWTH.  The outlook has
been changed from negative to stable.

Moody's has assigned this rating:

  Time Warner Telecom Holdings Inc.:

     * $200 Million Sr. Secured Term Loan B -- B1

Moody's has affirmed these ratings:

  Time Warner Telecom, Inc.:

     * Corporate family rating -- B2
     * Speculative grade liquidity rating -- SGL-1

  Time Warner Telecom Holdings Inc.:

     * $150 Million (to be reduced to $110 Million concurrent with
       the closing of the proposed Term B Loan) First Priority
       Senior Secured Revolver -- B1

Moody's has downgraded these ratings:

  Time Warner Telecom, Inc.:

     * $200 Million 9.75% Sr. Notes due 2008 -- to Caa1 from B3
     * $400 Million 10.125% Sr. Notes due 2011 -- to Caa1 from B3

  Time Warner Telecom Holdings Inc.:

     * $240 Million Second Priority Senior Secured Floating Rate
       Notes due 2011 -- to B2 from B1

     * $400 Million 9.25% Senior Notes due 2014 -- to B3 from B2.

The rating outlook has been changed to stable from negative.


TOWER AUTOMOTIVE: Opens New Manufacturing Plant in Germany
----------------------------------------------------------
Tower Automotive opened a new manufacturing facility in Duisburg,
Germany.  It is scheduled to begin production in early 2006.  The
new facility will primarily serve DaimlerChrysler for the
production of complete body-in-white assemblies including the
front and double cabin door assemblies for the next generation
Mercedes-Benz Sprinter light truck.

Tower said that the state-of-the-art plant will be equipped
with 23 welding robots and one of the first laser-nap machines in
the automotive supply industry, which is used to prepare certain
stampings for laser welding.  The plant has been designed such
that additional manufacturing operations could be added in the
future.  At peak production the facility will be able to produce
over 2,000 doors per day.  Tower expects that it will employ
approximately 100 colleagues once the facility becomes completely
operational.

Kathleen Ligocki, President and Chief Executive Officer of
Tower Automotive, said, "Tower's business in Europe is strong and
growing, and this modern, efficient facility will contribute
greatly to our growth strategy.  We greatly value our
longstanding partnership with DaimlerChrysler, and look forward
to continuing to strengthen that partnership by providing high-
quality products from this new plant."

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)


TRUMP HOTELS: Has Until Nov. 22 to Object to NJSEA Claims
---------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 6, 2005, the New Jersey Sports and Exposition Authority and
Trump Plaza Associates entered into an Easement Agreement in 1995,
pursuant to which an enclosed loggia was constructed across the
front of the East Hall of the historic Atlantic City Convention
Center to provide direct enclosed pedestrian access between the
Trump Plaza Casino and the World's Fair Casino.

In January 2000, Trump Plaza terminated the East Hall Loggia
Easement.  The NJSEA alleges that despite the termination, Trump
Plaza is still obligated to restore the easement area to its
original condition.

In January 2005, the NJSEA filed Claim No. 1452 against Trump
Plaza.  In June 2005, the NJSEA filed an amended claim -- Claim
No. 2263 -- asserting an administrative claim for $1,000,000.

                   Court-Approved Stipulation

The Debtors and the New Jersey Sports and Exposition Authority
need more time to continue their settlement discussions.
Accordingly, in a stipulation Judge Wizmur approved, the parties
agree that:

    1. the deadline by which the Debtors must file any objections
       to the NJSEA Disputed Claims will be extended to
       Nov. 22, 2005;

    2. NJSEA will file its response to the objection no later than
       Nov. 30, 2005; and

    3. the hearing on the objection will be continued to
       Dec. 6, 2005, at 10:00 a.m.

If the parties are able to resolve the NJSEA Disputed Claims
before the Continued Hearing, the Continued Hearing will be
vacated.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 29; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


UAL CORP: Wants Court to Bless Letter Agreement with Q Aviation
---------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, recounts that as part of the recently approved global
settlement between UAL Corporation and its debtor-affiliates and
the various transactions with the Public Debt Group, the Debtors
agreed to buy back six Boeing 767-300ER aircraft from the Public
Debt Group.  The Aircraft bear tail numbers N642UA, N643UA,
N644UA, N646UA, N647UA, and N661UA.

To help refinance the cost of the purchases, the Debtors entered
into a letter agreement with GE Commercial Aviation Services LLC.
However, the Debtors and GECAS were unable to consummate the sale
lease/back transactions because GECAS was unable to obtain
requisite internal approvals.

                      Refinancing Shortfall

According to Mr. Sprayregen, the Debtors must obtain alternative
financing by November 7, 2005, to avoid violating certain DIP
Financing covenants.

Under the 12th Amendment of the DIP Financing, the Debtors may
purchase, resell and leaseback aircraft to third parties at a
price lower than what the Debtors paid, which price is referred
to as the "refinancing shortfall."

The Refinancing Shortfall cannot exceed $150,000,000.  The full
purchase price of non-refinanced aircraft is included in the
Refinancing Shortfall if the refinancing is not obtained within
90 days of the signing of the purchase letter of intent.

Mr. Sprayregen relates that the Debtors signed the purchase
letter of intent for the six aircraft on August 10, 2005.  If the
Debtors do not obtain refinancing for the aircraft by November 7,
2005, the purchase price will cross the threshold of the
Refinancing Shortfall, putting the Debtors in technical violation
of the DIP Financing.

                     Alternative Financing

As a result, the Debtors sought alternative financing to preserve
liquidity and avoid a technical default under the DIP Financing.
Specifically, the Debtors entered into a letter agreement with
Q Aviation, LLC, to finance the purchase of certain -- but not
all -- of the six Boeing 767-300ER aircraft.

Under the Letter Agreement, Q Aviation will provide the Debtors
with alternative financing under these components:

   1) Q Aviation will purchase the aircraft from the Debtors and
      then lease them back to the Debtors;

   2) The lease price schedule for the leases is based on the
      purchase price that Q Aviation pays the Debtors for the
      aircraft;

   3) The Debtors may exercise an option to consummate the
      transactions prior to final Court approval, provided that
      Q Aviation will be entitled to hold back a portion of the
      purchase price until the Court grants final approval;

   4) If the Order is challenged before it becomes final and the
      Debtors have closed on a sale and lease transaction, the
      Debtors will have the right to repurchase the aircraft.  If
      the Debtors do not exercise their right to repurchase,
      Q Aviation will have the right to terminate the lease.

Q Aviation has indicated that it will not enter into the Letter
Agreement without a guaranteed superpriority claim for the
Debtors' postpetition breach of maintenance obligations for the
aircraft.

By this motion, the Debtors ask the Court:

    (a) for authority to enter into the Letter Agreement with
        Q Aviation, and each of the related leases and sales
        agreements;

    (b) to modify and lift the automatic stay to permit
        enforcement of remedies under the Letter Agreement and
        the leases and sales agreements;

    (c) to grant Q Aviation a superpriority administrative
        expense claim for specified maintenance obligations;

    (d) to approve the Letter Agreement free and clear of all
        liens, claims and encumbrances created under or securing
        any and all postpetition financing, loan or credit to the
        Debtors, including the DIP Financing; and

    (e) to find that Q Aviation is a good faith purchaser under
        Section 363(m) of the Bankruptcy Code.

                      Terms are Under Seal

Mr. Sprayregen says the Debtors will file the Letter Agreement
with the Court under seal because it contains highly confidential
and sensitive information.

The Debtors have provided a copy of the Letter Agreement to
counsel to the Official Committee of Unsecured Creditors and all
non-recused members of the Creditors' Committee and the Debtors'
DIP Lenders.

                          *     *     *

Judge Wedoff authorizes the Debtors to enter into, and take all
actions necessary to effectuate the terms of, the Letter
Agreement.

Judge Wedoff also rules that Q Aviation is entitled to a
superpriority claim for any maintenance obligation.

The superpriority claims will be allowed as an administrative
priority claim, and will be subject and subordinate to:

    a) the claims and liens of DIP Financing Lenders;

    b) carve-outs connected with the DIP Financing;

    c) allowed claims incurred by the cash management banks; and

    d) the allowed fees, costs and expenses entitled to
       administrative expense status in the event the Debtors'
       cases are converted into one under Chapter 7.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants to Assume Airport Consortium Leases
---------------------------------------------------
After finalizing their business plan to emerge from bankruptcy,
UAL Corporation and its debtor-affiliates, through a resource and
asset optimization analysis, determined that certain leases with
the Airport Consortium are necessary for their future operation.

The Airport Consortium consists of:

   -- Port of Oakland,
   -- Columbus Regional Airport Authority,
   -- Detroit Metropolitan Wayne County Airport,
   -- City of Austin,
   -- Lee County Port Authority,
   -- City of Cleveland,
   -- County of Orange,
   -- John Wayne Airport,
   -- Clark County Department of Aviation,
   -- Metropolitan Washington Airport Authority,
   -- Port of Portland, and
   -- Tucson Airport Authority.

The Debtors seek the Court's authority to assume these leases with
the Airport Consortium and cure their estimated outstanding
obligations:

                                                           Cure
  Location              Contract Type                    Estimate
  --------              -------------                    --------
  Austin Bergstrom
  Int'l Airport         Airport Use & Lease Agreement          $0

                        Lease Agreement                         0

  Cleveland Airport     Agreement & Lease                 210,872

  Columbus Airport      Signatory Airline Operating
                        Agreement & Lease                  64,025

  Wayne County          Amended Airport Agreement               0
  Detroit Airport

  McCarran Airport      Lease                              33,445

  Oakland Int'l         Space/Use Permit                        0
  Airport
                        Airline Operating Agreement             0

  Portland Int'l        Facility Lease                          0
  Airport               Amended Facility Lease              8,689
                        Ground Storage Tank Use Agreement       0
                        Permit 101647 Allocation Agreement      0

  SW Florida Airport    Fuel System Agreement                   0

  John Wayne Airport    Passenger Airline Lease                 0
                        Club Room Lease                         0
                        Perimeter Fence Access License          0

  Tucson Int'l          Airport Use Agreement              79,747
  Airport               License Agreement                       0
                        Lift Device Equipment License           0

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, asserts that the Leases are integral to the Debtors'
business operation and their ability to perform under the exit
business plan.

There are no postpetition defaults because the Debtors are timely
performing their current obligations under the Leases, Mr.
Sprayregen adds.  The Debtors have likewise estimated the cure
obligations for the Leases and will pay the amounts to the
counterparties upon Court approval.

Mr. Sprayregen notes, however, that assumption is predicated upon
realization of the cure estimates.  If the cure amounts are
materially greater than anticipated and the Debtors cannot
convince the counterparty to accept a lesser amount, or the Court
finds that a larger cure amount is a predicate to assumption,
assumption of that Lease may no longer be in the best interests
of the Debtors' estates.

In that case, Mr. Sprayregen says, the Debtors reserve the right
to withdraw their request with respect the related Lease.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNITED WOOD: U.S. Trustee Unable to Form Committee
--------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 18, tells
the U.S. Bankruptcy Court for the District of Oregon that no
Official Committee of Unsecured Creditors for United Wood Products
Company will be formed at this time.

Ms. Lashinsky explains that no eligible creditors have expressed
willingness to serve on a committee.

Headquartered in Portland, Oregon, United Wood Products Company,
aka United Oil Company, filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. D. Ore. Case No. 05-41285).  John G.
Crawford, Jr., Esq., at Schwabe, Williamson & Wyatt represents the
Debtor in its restructuring efforts.  As of Sept. 30, 2005, the
Debtor listed total assets of $58,622,000 and total debts of
$3,181,125.


US MINERAL: Confirmation Hearing Set for November 14
----------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware will commence a hearing on Nov. 14,
2005, at 4:00 p.m. to consider confirming US Mineral Products
Co.'s Fifth Amended Plan of Reorganization.  The Plan is jointly
proposed by Anthony R. Calascibetta, the Debtor's chapter 11
Trustee, and the Official Committee of Asbestos Bodily Injury and
Property Damage Claimants.

                     Overview of the Plan

The essential elements of the reorganization contemplated in the
Plan include:

   * The formation of two Asbestos Trusts, one for the benefit of
     Asbestos PI Claims, and one for the benefit of Asbestos PD
     Claims.  Each of the Trusts have a qualified settlement fund
     status under the Internal Revenue Code.  The Trusts will
     provide for the equitable distribution of trust assets in
     partial payment of asbestos-related claims.

   * The Asbestos Trusts will be funded by an existing segregated
     fund from the settlement of the Debtor's asbestos insurance
     coverage, a portion of the proceeds from causes of action,
     tax refunds and savings generated from tax attributes, and
     excess cash.

   * Cancellation of the Debtor's Old Common Stock and issuance
     of New Common Stock in the Reorganized Debtor which in turn
     will comprise the Asbestos Trust Equity Distribution under
     the Asbestos Trust Contribution.

   * Full payment of:

     -- $4.1 million allowed administrative expense claims;
     -- $4.3 million postpetition financing claims;
     -- $75,000 tax claims; and
     -- $75,000 secured claims.

   * General unsecured creditors, owed $1.5 million, can elect:

     -- for a single payment of 70% of their claims, without
        interest; or

     -- to share Pro Rata in $1.5 million from the Class 3
        Disputed Claims Reserve;

   * Asbestos PI claims, estimated at $333.7 million, will be
     channeled to the PI Asbestos Trust.  The Trust will provide
     for the equitable distribution of trust assets in partial
     payment of asbestos-related claims.

   * Asbestos PD claims will be paid in full.

   * Non-Asbestos Related-Priority Liability Claims and Other Non-
     Insider Litigation Claims will receive after the Effective
     Date:

     -- the proceeds of any insurance that covers the claims; and
     -- a cash payment from New USM equal to 4% of the uninsured
        amount.

   * Insider, affiliate and related party claims of $2.4 million,
     will receive a cash payment equal to 4% of the amount of
     those claims, without interest; and

   * Equity Interests will cancelled on the Effective Date.

Headquartered in Stanhope, New Jersey, United States Mineral
Products Company manufactures and sells spray-applied fire
resistive material to the constructions industry in North America
and South America.  The Company filed for chapter 11 protection on
July 23, 2001 (Bankr. D. Del. Case No. 01-2471).  Henry Jon
DeWerth-Jaffe, Esq., at Pepper Hamilton LLP, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$23,773,000 and total debts of $13,864,000.  Anthony Calcisbetta
serves as the Debtor's chapter 11 trustee.


WEIGHTWATCHERS: Moody's Rates Planned $70 Million Term Loan at B1
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
$150 million first lien term loan and a B1 rating to the proposed
$70 million second lien term loan of WeightWatchers.com.  The
ratings outlook is stable.

WW.com is currently a 53% owned subsidiary of Weight Watchers
International, Inc.  Pursuant to a redemption agreement entered
into in June 2005, the shares of WW.com owned by Artal Luxembourg
S.A. are expected to be redeemed in December 2005 for a total
price of $304.8 million.  Upon consummation of the redemption, WWI
will own 100% of WW.com.

WW.com expects to use the proceeds from the first and second lien
term loans and about $88.8 million of existing cash to fund the
redemption price and related fees and expenses.

WW.com is the exclusive licensee of the Weight Watchers tradename,
copyrights and other intellectual property for use in connection
with its online weight-loss business.  WW.com pays WWI a royalty
equal to 10% of its net revenues in exchange for such license.
While WWI will not guarantee or otherwise explicitly support
WW.com's debt, Moody's believes that the online unit is a
significant component of WWI's strategy to increase the popularity
of its Weight Watchers brand and complements its core classroom
meeting business.  WWI provided funding to WW.com during the
initial years of its operation although such financing has been
fully repaid with free cash flow from operations.  The strategic
and marketing relationships between the two companies, the lack of
anticipated reliance on funding from WWI and WWI's strong
financial profile (Ba1 corporate family rating) provides a
moderate ratings lift to WW.com.

WW.com's ratings benefit from:

   * the strength of the Weight Watchers brand, which results in
     lower customer acquisition costs than its competitors;

   * a leading market position in the online weight loss industry;

   * a recurring revenue stream from a growing base of
     subscribers;

   * increasing obesity rates worldwide; and

   * solid operating margins.

The ratings, however, also consider:

   * the relatively modest revenue base of the company;

   * a short operating history;

   * significant customer churn rates (which the company believes
     are lower than its competitors); and

   * the potential for new online competitors focusing on
     alternative diet plans and products.

WW.com is the largest online provider of weight management
subscription products and is twice as large as it nearest
competitor, Ediets.com, Inc.  The market penetration rate for the
industry is relatively modest with WW.com and Ediets aggregating
just $154 million in revenues for the twelve month period ending
June 30, 2005.  Moody's believes there is strong growth potential
in the online weight management industry due to:

   * continuing increases in obesity rates;
   * growing awareness of dangers of obesity; and
   * increasing adoption of broadband technology.

The company's international subscription revenues were about 14%
of 2004 revenues and are expected to benefit from the introduction
of its subscription service in additional countries.

WW.com has exhibited consistent year over year growth in its
subscription base since it began its subscription service in early
2001 and reported 564,000 subscribers as of June 30, 2005.  Most
of the subscription growth is generated in the first calendar
quarter of each year.  The subscription base grew about 21% from
June 30, 2004 to June 30, 2005.  Average retention rates of
subscribers have grown to over nine months.  The increase in the
subscription base has resulted in growing profitability and cash
flow generation by the company.

Operating profits and margins have increased from $9.6 million and
13% in 2003 to $29 million and 28% in the LTM period ending June
30, 2005.  The company's profitability contrasts with Ediets,
which generated an operating loss in 2004 and spent about 88% of
revenues on selling and marketing expenses.  WW.com benefits from
its association with the Weight Watchers brand and the marketing
efforts of WWI.  Marketing expenses for WW.com were 32% of
revenues in 2004.

The stable ratings outlook anticipates moderate revenue and
profitability growth in the intermediate term and incorporates the
company's planned increase in offline advertising expenditures in
2006.  Revenue growth should benefit from:

   * the company's planned introduction of e-commerce
     capabilities;

   * an increased focus on advertising sales; and

   * the recent slow down in demand for low carbohydrate diets and
     products.

Moody's expects the company to utilize free cash flows from
operations to reduce debt levels.  Moody's expects debt to EBITDA
(as adjusted to eliminate transaction expenses related to the
settlement of vested options held by employees, other transaction-
related expenses and charges related to the company's headquarters
move) of about 5.7 times for the year ended 2005, declining to
about 5 times by the end of 2006.  Moody's expects free cash flow
to debt in the range of 7%-10% for 2006.

The ratings could be upgraded if the company substantially
increases its subscriber base while maintaining strong operating
margins such that leverage declines to about 3.5 times and free
cash flow to debt increases to the 12%-15% range.

The ratings could be downgraded if an increase in competition or
churn rates result in declining profitability that cause leverage
(measured by debt to EBITDA) to increase over 6 times and free
cash flow to debt to fall below 7%.

The proposed $150 million first lien credit facility and $70
million second lien term loan facility are secured by first and
second liens, respectively, on substantially all the tangible and
intangible assets of WW.com and its domestic subsidiaries.
WW.com's credit facilities will be guaranteed by each of WW.com's
domestic subsidiaries.  WWI will not guarantee WW.com's credit
facility.  The B1 rating assigned to WW.com's second lien facility
recognizes the effective subordination of second lien debt holders
to a substantial level of first lien debt.

Moody's assigned these ratings:

   * $150 million first lien term loan B due 2011, Ba3
   * $70 million second lien term loan due 2012, B1

Headquartered in New York, WW.com is a leading online provider of
weight management subscription products.  WW.com derives the
majority of its revenues from its two online paid subscription
products, Weight Watchers Online and Weight Watchers eTools.
Weight Watchers Online is a self-help product based on the Weight
Watchers plan designed to attract consumers who choose the Weight
Watchers plan but not the Weight Watchers meeting services.
Weight Watchers eTools is a suite of electronic tools available
only to Weight Watchers members and is designed to supplement and
strengthen the Weight Watchers classroom business.  Revenues for
the twelve month period ended June 30, 2005 were $103 million.


WINN-DIXIE: Credit Suisse Wants $2.8 Million Claim Timely Filed
---------------------------------------------------------------
Credit Suisse First Boston, LLC, is an unsecured non-priority
creditor of Winn-Dixie Stores, Inc., and its debtor-affiliates,
having filed two proofs of claims totaling $2,795,892 plus
interest:

   * Claim No. 11414, filed against Winn-Dixie Stores, Inc.,
     relates to a Guarantee dated April 22, 1981, by the Debtor
     as Lease Guarantor;

   * Claim No. 11415, filed against Winn-Dixie Montgomery, Inc.,
     relates to a Lease dated April 10, 1981 and Credit Suisse's
     interests in the rents from that Lease, which serve as
     collateral for a certain Note.

John B. Hutton, Esq., at Greenberg Traurig, P.A., in Miami,
Florida, relates that the Bar Date for filing proofs of claim in
the Debtors' Chapter 11 cases was Aug. 1, 2005.  However, Logan
& Company, Inc., the claims agent, received Credit Suisse's
proofs of claim a day after the Bar Date due to a courier
miscommunication.

"The DHL Courier, who was supposed to pick-up the package on
Friday, July 29, 2005, did not pick-up the package as promised,
Mr. Hutton explains.  "The package containing the Claims was
actually picked up by DHL on Monday, August 1, 2005,"

Credit Suisse did not find out that the Claims were filed shortly
after the Bar Date until a self-addressed, stamped envelope that
was included with the Claim was returned on Oct. 6, 2005.

Accordingly, Credit Suisse asks the U.S. Bankruptcy Court for the
Middle District of Florida to deem its claims as timely filed.

Credit Suisse's Claims were filed less than 24 hours after the
Bar Date.  Mr. Hutton asserts that the brief delay will not have
any adverse impact on the Debtors' Chapter 11 cases.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Has $245 Mil. Outstanding under DIP Financing Facility
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Mar. 31, 2005, the U.S. Bankruptcy Court for the Middle District
of Florida approved Winn-Dixie Stores, Inc., and its debtor-
affiliates' $800 million DIP Financing Agreement with Wachovia
Bank National Association, as Administrative Agent and Collateral
Agent, and other financial institutions party thereto.

In its Form 10-K Report filed with the Securities and Exchange
Commission, Winn-Dixie Stores, Inc., discloses that $170,700,000
remains available under its DIP Credit Facility as of June 29,
2005.

Winn-Dixie relates that on the Petition Date, its initial usage
of the DIP Credit Facility was $440,000,000, of which
$267,000,000 was used to repay the outstanding indebtedness under
its Prepetition Facility and $161,800,000 was issued as letters
of credit to continue the letters of credit issued under its
Prepetition Facility.  The $10,000,000 was used to pay various
issue costs related to the DIP Credit Facility.  Winn-Dixie and
its debtor-affiliates are amortizing these costs over the two-
year term of the facility.

On March 31, 2005, the DIP Credit Facility agreement was amended
and $40,000,000 of the outstanding borrowing on the revolving
line portion was converted to a term loan, for which all material
terms are consistent with the other portions of the facility.  On
July 29, 2005, the DIP Credit Facility was further amended to
establish a postpetition trade lien program with certain trade
vendors.  In addition, the definition of "permitted disposition"
was amended to allow the Debtors to sell or liquidate certain
store locations as outlined in their 2005 Restructure Plan.

The DIP Facility contains a covenant that requires the Debtors to
provide audited financial statements for fiscal 2005 to the bank
group on or prior to Sept. 28, 2005.  Winn-Dixie discloses
that it did not provide the bank group with its audited financial
statements by that date.  On Sept. 30, 2005, Winn-Dixie
obtained a waiver letter from the bank group waiving its
obligation to provide financial statements as required in the
covenants to the DIP Facility.  The waiver covers the period
between Sept. 28, 2005, and Oct. 31, 2005.

Contemporaneously with the filing of their Form 10-K, Winn-Dixie
would provide audited financial statements for fiscal year 2005
to the bank group, within the time period set forth in the waiver
letter.

Including the revolving loan balance and the term loan,
outstanding borrowings on the DIP Credit Facility total
$245,000,000 as of June 29, 2005.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Will Change Internal Control in Contract Incentives
---------------------------------------------------------------
Winn-Dixie Stores, Inc., reports in a regulatory filing with the
Securities and Exchange Commission that as of June 29, 2005,
Peter L. Lynch, its chief executive officer, and Bennett L.
Nussbaum, its chief financial officer, together with a disclosure
review committee, evaluated the Company's disclosure controls and
procedures.  Based on that evaluation, Messrs. Lynch and Nussbaum
concluded that, as of June 29, the Company's disclosure controls
and procedures were not effective.

Management is responsible for establishing and maintaining
adequate internal control over financial reporting for the
Company.  According to Messrs. Lynch and Nussbaum, a material
weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that
a material misstatement of the Company's annual or interim
financial statements would not be prevented or detected.

Messrs. Lynch and Nussbaum admit that the Company did not have
appropriate policies and procedures in place to review terms in
multi-year incentive contracts to determine the proper
application of generally accepted accounting principles.  Thus,
errors occurred in the Company's accounting for multi-year
contract incentives when preparing the Company's financial
statements as of and for the year ended June 29, 2005.

The Company plans to implement a change in internal control over
financial reporting to correct the material weakness.  For
multi-year contract incentives, management plans to implement
improved accounting policies and procedures by the end of the
second quarter of fiscal 2006 that will include a review by
appropriate accounting personnel of the underlying terms of the
multi-year contract incentives and the related application of
generally accepted accounting principles.  Once fully
implemented, management believes that these new policies and
procedures will be effective in remediating the material
weakness.

KPMG LLP, Winn-Dixie's auditors, agrees with this assessment.
"In our opinion, because of the effect of the material weakness
described above on the objectives of control criteria, Winn-Dixie
Stores, Inc., has not maintained effective internal control over
financial reporting as of June 29, 2005, based on criteria
established in Internal Control-Integrated Framework issued by
COSO," KPMG says.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


* Proskauer Rose Names Antonio N. Piccirillo as Partner in NY
-------------------------------------------------------------
Proskauer Rose LLP, an international law firm with over 700
lawyers in the U.S. and Europe, reported that Antonio N.
Piccirillo has joined the firm as a partner in its New York
office.  Mr. Piccirillo, whose practice focuses principally on
transactional and finance matters in Latin America, particularly
Brazil and Mexico, was previously a partner at Mayer, Brown, Rowe
& Maw LLP.

Mr. Piccirillo has extensive experience in securities offerings,
lending transactions and debt restructurings and also provides
securities law compliance counseling for public companies in Latin
America.

"Tony's extensive background in Latin American transactions adds
even greater depth to our international corporate practice," said
Proskauer Chairman Allen I. Fagin.  "His experience advising a
range of clients on scores of complex transactions will further
strengthen our formidable capabilities in this area and make him
an invaluable addition the firm."

Prior to joining Proskauer, Mr. Piccirillo was at Mayer, Brown,
Rowe & Maw LLP for ten years, working closely with Latin American
businesses on a range of finance matters.  A graduate of
Georgetown University School of Foreign Service, he earned a law
degree from Fordham University School of Law.  Mr. Piccirillo is
fluent in Portuguese and has a working knowledge of Spanish and
Italian.

"Tony's arrival represents a substantial boost to our expanding
Latin American practice," said Carlos Martinez, the Proskauer
partner who established the practice in 2000.  "In particular,
Tony solidifies our position as a prominent player in the very
important Brazilian market."

Ronald R. Papa, co-chair of Proskauer's Corporate Department,
commented: "Our corporate practice is in the midst of a major
growth spurt, with recent additions in a number of strategic areas
including private equity, M&A, lending and hedge funds, and
geographic locations including Boston, Los Angeles, Paris and New
York.  Expanding our Latin American capabilities is part of our
continuing effort to build Proskauer's abilities to service
transactions of all types in all parts of the world."

Proskauer's Latin American practice offers legal services and
solutions to companies, investors and financial institutions based
both in Latin America and in the United States.  The firm's broad
range of expertise in transactional, corporate and regulatory,
bankruptcy and restructuring, and labor and employment law as well
as litigation and dispute resolution allows it to assist clients
in cutting edge transactions as well as in day-to-day matters.

Proskauer's Corporate Department consists of 200 attorneys
worldwide including a group of over 20 attorneys working on Latin
American matters, many of whom are fluent in Portuguese or
Spanish.  The firm's corporate attorneys counsel clients in the
full range of sophisticated financial transactions and in daily
business and regulatory matters.  Core practice areas include
mergers and acquisitions, capital markets, private equity,
finance, and bankruptcy.

                  About Proskauer Rose LLP

Proskauer Rose LLP, -- http://www.proskauer.com/-- founded in
1875, is one of the nation's largest law firms, providing a wide
variety of legal services to clients throughout the United States
and around the world from offices in New York, Los Angeles,
Washington, D.C., Boston, Boca Raton, Newark, New Orleans and
Paris.  The firm has wide experience in all areas of practice
important to businesses and individuals, including corporate
finance, mergers and acquisitions, general commercial litigation,
private equity and fund formation, patent and intellectual
property litigation and prosecution, labor and employment law,
real estate transactions, bankruptcy and reorganizations, trusts
and estates, and taxation.  Its clients span industries including
chemicals, entertainment, financial services, health care,
hospitality, information technology, insurance, internet,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.


* BOND PRICING: For the week of Oct. 31 - Nov. 4, 2005
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Abc Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     3
Adelphia Comm.                         6.000%  02/15/06     4
Adelphia Comm.                         7.500%  01/15/04    64
Adelphia Comm.                         7.875%  05/01/09    67
Adelphia Comm.                         8.125%  07/15/03    66
Adelphia Comm.                         9.500%  02/15/04    64
Adelphia Comm.                         9.875%  03/01/05    63
Adelphia Comm.                         9.875%  03/01/07    66
Adelphia Comm.                        10.250%  06/15/11    68
Adelphia Comm.                        10.875%  10/01/10    65
AHI-DFLT 07/05                         8.625%  10/01/07    55
Albertson's Inc.                       7.000%  07/21/17    74
Allegiance Tel.                       11.750%  02/15/08    26
Allegiance Tel.                       12.875%  05/15/08    28
Amer Color Graph                      10.000%  06/15/10    68
Amer & Forgn PWR                       5.000%  03/01/30    69
American Airline                       7.377%  05/23/19    65
American Airline                       7.379%  05/23/16    64
American Airline                       8.800%  09/16/15    65
American Airline                      10.190%  05/26/16    73
American Airline                      10.850%  03/15/09    65
Ames True Temper                      10.000%  07/15/12    73
AMR Corp.                              9.000%  08/01/12    69
AMR Corp.                              9.000%  09/15/16    71
AMR Corp.                              9.200%  01/30/12    64
AMR Corp.                              9.750%  08/15/21    63
AMR Corp.                              9.800%  10/01/21    63
AMR Corp.                              9.880%  06/15/20    62
AMR Corp.                             10.000%  04/15/21    61
AMR Corp.                             10.125%  06/01/21    63
AMR Corp.                             10.130%  06/15/11    67
AMR Corp.                             10.150%  05/15/20    56
AMR Corp.                             10.200%  03/15/20    62
AMR Corp.                             10.550%  03/12/21    63
Anchor Glass                          11.000%  02/15/13    64
Antigenics                             5.250%  02/01/25    51
Anvil Knitwear                        10.875%  03/15/07    55
Apple South Inc.                       9.750%  06/01/06     4
Armstrong World                        6.350%  08/15/03    73
Armstrong World                        6.500%  08/15/05    69
Armstrong World                        7.450%  05/15/29    71
Armstrong World                        9.000%  06/15/04    73
Amtran Inc.                            9.625%  12/15/05     4
Asarco Inc.                            7.875%  04/15/13    50
Asarco Inc.                            8.500%  05/01/25    59
ATA Holdings                          12.125%  06/15/10    10
At Home Corp.                          4.750%  12/15/06     0
Atlantic Coast                         6.000%  02/15/34     6
Autocam Corp.                         10.875%  06/15/14    63
Bank New England                       8.750%  04/01/99     9
Big V Supermkts                       11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    57
Burlington Inds                        7.250%  09/15/05     2
Burlington Inds                        7.250%  08/01/25     2
Calpine Corp.                          4.000%  12/26/03    61
Calpine Corp.                          4.750%  11/15/23    43
Calpine Corp.                          7.750%  04/15/09    47
Calpine Corp.                          7.875%  04/01/08    54
Calpine Corp.                          8.500%  07/15/10    71
Calpine Corp.                          8.500%  02/15/11    46
Calpine Corp.                          8.625%  08/15/10    46
Calpine Corp.                          8.750%  07/15/07    61
Calpine Corp.                          8.750%  07/15/13    70
Calpine Corp.                          9.875%  12/01/11    72
CD Radio Inc.                          8.750%  09/29/09     0
Cell Genesys Inc                       3.125%  11/01/11    74
Cell Therapeutic                       5.750%  06/15/08    54
Cell Therapeutic                       5.750%  06/15/08    68
Cellstar Corp.                        12.000%  01/15/07     0
Cendant Corp                           4.890%  08/17/06    50
Charter Comm Hld                      10.000%  05/15/11    74
Charter Comm Hld                      11.125%  01/15/11    66
CIH                                   10.000%  05/15/14    65
CIH                                   11.125%  01/15/14    69
Ciphergen                              4.500%  09/01/08    75
Clark Material                        10.750%  11/15/06     0
Classic Cable                          9.375%  08/01/09     0
Collins & Aikman                      10.750%  12/31/11    48
Comcast Corp.                          2.000%  10/15/29    38
Contl Airlines                         8.560%  07/02/14    74
Constar Intl                          11.000%  12/01/12    59
Cons Container                        10.125%  07/15/09    59
Covad Communication                    3.000%  03/15/24    57
Cray Inc.                              3.000%  12/01/24    55
Cray Research                          6.125%  02/01/11    30
Curagen Corp.                          4.000%  02/15/11    69
Curative Health                       10.750%  05/01/11    66
DAL-DFLT09/05                          9.000%  05/15/16    18
Dana Corp                              5.850%  01/15/15    74
Dana Corp                              7.000%  03/15/28    74
Dana Corp                              7.000%  03/01/29    74
Dayton Superior                       13.000%  06/15/09    69
Delco Remy Intl                        9.375%  04/15/12    43
Delco Remy Intl                       11.000%  05/01/09    46
Delta Air Lines                        2.875%  02/18/24    18
Delta Air Lines                        7.299%  09/18/06    62
Delta Air Lines                        7.541%  10/11/11    61
Delta Air Lines                        7.700%  12/15/05    16
Delta Air Lines                        7.779%  01/02/12    68
Delta Air Lines                        7.900%  12/15/09    18
Delta Air Lines                        8.000%  06/03/23    18
Delta Air Lines                        8.300%  12/15/29    18
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    28
Delta Air Lines                        8.540%  01/02/07    24
Delta Air Lines                        8.540%  01/02/07    27
Delta Air Lines                        8.950%  01/12/12    43
Delta Air Lines                        9.200%  09/23/14    50
Delta Air Lines                        9.250%  12/27/07    19
Delta Air Lines                        9.250%  03/15/22    18
Delta Air Lines                        9.300%  01/02/10    45
Delta Air Lines                        9.320%  01/02/09    40
Delta Air Lines                        9.375%  09/11/07    61
Delta Air Lines                        9.590%  01/12/17    40
Delta Air Lines                        9.750%  05/15/21    18
Delta Air Lines                        9.875%  04/30/08    63
Delta Air Lines                       10.000%  08/15/08    17
Delta Air Lines                       10.000%  05/17/08    42
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  05/17/09    39
Delta Air Lines                       10.000%  05/17/09    25
Delta Air Lines                       10.000%  06/01/10    50
Delta Air Lines                       10.000%  06/01/10    61
Delta Air Lines                       10.000%  12/05/14    19
Delta Air Lines                       10.060%  01/02/16    54
Delta Air Lines                       10.125%  05/15/10    18
Delta Air Lines                       10.330%  03/26/06    27
Delta Air Lines                       10.375%  02/01/11    16
Delta Air Lines                       10.375%  12/15/22    17
Delta Air Lines                       10.430%  01/02/11    41
Delta Air Lines                       10.430%  01/02/11    41
Delta Air Lines                       10.500%  04/30/16    58
Delta Air Lines                       10.790%  09/26/13    41
Delta Air Lines                       10.790%  03/26/14    20
Delta Air Lines                       10.790%  03/26/14    41
Delphi Auto Syst                       6.500%  05/01/09    68
Delphi Auto Syst                       7.125%  05/01/29    69
Delphi Corp                            6.500%  08/15/13    69
Delphi Trust II                        6.197%  11/15/33    31
Diamond Brands                        12.875%  04/15/09     0
Duane Reade Inc                        9.750%  08/01/11    69
Dura Operating                         9.000%  05/01/09    62
DVI Inc.                               9.875%  02/01/04    10
Edison Brothers                       11.000%  09/26/07     0
Empire Gas Corp.                       9.000%  12/31/07     0
Epix Medical Inc.                      3.000%  06/15/24    64
E. Spire Comm Inc.                    13.000%  11/01/05     0
Exodus Comm. Inc.                      5.250%  02/15/09     0
Exodus Comm. Inc.                     10.750%  12/15/09     0
Falcon Products                       11.375%  06/15/09     2
Fedders North AM                       9.875%  03/01/14    72
Federal-Mogul Co.                      7.375%  01/15/06    33
Federal-Mogul Co.                      7.500%  01/15/09    33
Federal-Mogul Co.                      8.160%  03/03/03    32
Federal-Mogul Co.                      8.250%  03/03/05    33
Federal-Mogul Co.                      8.370%  11/15/01    32
Federal-Mogul Co.                      8.800%  04/15/07    32
Federated Group                        7.500%  04/15/10     1
Finova Group                           7.500%  11/15/09    37
FMXIQ-DFLT09/05                       13.500%  08/15/05     3
Foamex L.P.-DFLT                       9.875%  06/15/07    10
Foamex L.P./C-DFT                     10.750%  04/01/09    72
Ford Motor Co.                         6.500%  08/01/18    71
Ford Motor Co.                         7.400%  11/01/46    66
Ford Motor Co.                         7.500%  08/01/26    71
Ford Motor Co.                         7.700%  05/15/97    64
Ford Motor Co.                         7.750%  06/15/43    66
Ford Motor Cred                        5.250%  09/20/11    73
Ford Motor Cred                        5.750%  02/20/14    70
Ford Motor Cred                        5.750%  02/20/14    74
Ford Motor Cred                        5.900%  02/20/14    74
Ford Motor Cred                        6.000%  03/20/14    74
Ford Motor Cred                        6.000%  11/20/14    74
Ford Motor Cred                        6.000%  11/20/14    73
Ford Motor Cred                        6.000%  01/20/15    73
Ford Motor Cred                        6.000%  02/20/15    74
Ford Motor Cred                        6.050%  03/20/15    73
Ford Motor Cred                        6.050%  04/21/14    75
Ford Motor Cred                        6.050%  12/22/14    74
Ford Motor Cred                        6.050%  12/22/14    74
Ford Motor Cred                        6.050%  12/22/14    74
Ford Motor Cred                        6.050%  02/20/15    73
Ford Motor Cred                        6.100%  02/20/15    73
Ford Motor Cred                        6.150%  12/22/14    75
Ford Motor Cred                        6.250%  01/20/15    71
Ford Motor Cred                        7.500%  08/20/32    66
Gateway Inc.                           1.500%  12/31/09    74
Gateway Inc.                           2.000%  12/31/11    69
General Motors                         7.400%  09/01/25    66
General Motors                         7.700%  04/15/16    71
General Motors                         8.250%  07/15/23    73
General Motors                         8.375%  07/15/33    73
General Motors                         8.800%  03/01/21    73
GMAC                                   5.250%  01/15/14    74
GMAC                                   5.350%  01/15/14    74
GMAC                                   5.850%  06/15/13    69
GMAC                                   5.900%  01/15/19    72
GMAC                                   5.900%  01/15/19    75
GMAC                                   5.900%  02/15/19    70
GMAC                                   5.900%  10/15/19    73
GMAC                                   6.000%  02/15/19    73
GMAC                                   6.000%  02/15/19    72
GMAC                                   6.000%  02/15/19    71
GMAC                                   6.000%  03/15/19    72
GMAC                                   6.000%  03/15/19    72
GMAC                                   6.000%  03/15/19    70
GMAC                                   6.000%  03/15/19    72
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.000%  04/15/19    72
GMAC                                   6.000%  09/15/19    73
GMAC                                   6.000%  09/15/19    74
GMAC                                   6.050%  08/15/19    71
GMAC                                   6.050%  10/15/19    74
GMAC                                   6.100%  09/15/19    71
GMAC                                   6.125%  10/15/19    74
GMAC                                   6.150%  08/15/19    74
GMAC                                   6.250%  05/15/19    73
GMAC                                   6.250%  07/15/19    74
GMAC                                   6.300%  08/15/19    72
GMAC                                   6.300%  08/15/19    74
GMAC                                   6.350%  04/15/19    74
GMAC                                   6.350%  07/15/19    74
GMAC                                   6.400%  11/15/19    75
GMAC                                   6.400%  11/15/19    73
GMAC                                   6.500%  11/15/18    74
GMAC                                   6.500%  12/15/18    74
GMAC                                   6.500%  01/15/20    75
GMAC                                   6.500%  02/15/20    73
GMAC                                   6.550%  12/15/19    71
GMAC                                   6.650%  02/15/20    74
GMAC                                   6.700%  06/15/18    75
GMAC                                   6.700%  06/15/19    74
GMAC                                   6.750%  09/15/18    74
GMAC                                   6.750%  03/15/20    74
GMAC                                   6.850%  05/15/18    74
GMAC                                   7.000%  02/15/18    67
GMAC                                   7.000%  11/15/24    74
Golden Northwest                      12.000%  12/15/06     3
Graftech Int'l                         1.625%  01/15/24    70
Graftech Int'l                         1.625%  01/15/24    71
Gulf States STL                       13.500%  04/15/03     0
Home Interiors                        10.125%  06/01/08    61
Home Prod Intl                         9.625%  05/15/08    74
Human Genome                           2.250%  08/15/12    73
Human Genome                           2.250%  08/15/12    73
Huntsman Packag                       13.000%  06/01/10    10
Imperial Credit                        9.875%  01/15/07     0
Inland Fiber                           9.625%  11/15/07    52
Integrat Elec SV                       9.375%  02/01/09    72
Integrat Elec SV                       9.375%  02/01/09    69
Intermet Corp.                         9.750%  06/15/09    38
Iridium LLC/CAP                       10.875%  07/15/05    20
Iridium LLC/CAP                       11.250%  07/15/05    21
Iridium LLC/CAP                       13.000%  07/15/05    20
Iridium LLC/CAP                       14.000%  07/15/05    18
Isolagen Inc.                          3.500%  11/01/24    44
Jacobson's                             6.750%  12/15/11     3
Kaiser Aluminum & Chem.               12.750%  02/01/03     7
Kmart Corp.                            6.000%  01/01/08    25
Kmart Corp.                            8.990%  07/05/10    50
Kmart Funding                          8.880%  07/01/10    50
Kulicke & Soffa                        0.500%  11/30/08    72
Kulicke & Soffa                        1.000%  06/30/10    72
Lehman Bros Hldg                       0.750%  06/21/10    52
Level 3 Comm. Inc.                     2.875%  07/15/10    59
Level 3 Comm. Inc.                     6.000%  09/15/09    55
Level 3 Comm. Inc.                     6.000%  03/15/10    54
Liberty Media                          3.750%  02/15/30    56
Liberty Media                          4.000%  11/15/29    59
Macsaver Financl                       7.400%  02/15/02     0
Mcms Inc.                              9.750   03/01/08     0
Metaldyne Corp.                       11.000%  06/15/12    72
Merisant Co                            9.500%  07/15/13    68
Metricom Inc.                         13.000%  02/15/10     0
Mississippi Chem                       7.250%  11/15/17     4
Motels of Amer                        12.000%  04/15/04    66
MSX Int'l Inc.                        11.375%  01/15/08    69
Muzak LLC                              9.875%  03/15/09    50
New Orl Grt N RR                       5.000%  07/01/32    71
Nabi Biopharm                          2.875%  04/15/25    69
New World Pasta                        9.250%  02/15/09     5
Northern Pacific RY                    3.000%  01/01/47    55
Northern Pacific RY                    3.000%  01/01/47    55
Northwest Airlines                     6.625%  05/15/23    29
Northwest Airlines                     7.068%  01/02/16    69
Northwest Airlines                     7.248%  01/02/12    18
Northwest Airlines                     7.360%  02/01/20    62
Northwest Airlines                     7.625%  11/15/23    29
Northwest Airlines                     7.691%  04/01/17    75
Northwest Airlines                     7.875%  03/15/08    29
Northwest Airlines                     8.070%  01/02/15    20
Northwest Airlines                     8.130%  02/01/14    23
Northwest Airlines                     8.304%  09/01/10    73
Northwest Airlines                     8.700%  03/15/07    29
Northwest Airlines                     8.875%  06/01/06    28
Northwest Airlines                     8.970%  01/02/15    16
Northwest Airlines                     9.179%  04/01/10    43
Northwest Airlines                     9.875%  03/15/07    29
Northwest Airlines                    10.000%  02/01/09    29
Northwest Airlines                    10.500%  04/01/09    25
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    60
NWA Trust                              9.360%  03/10/06    40
NWA Trust                             11.300%  12/21/12    45
Oakwood Homes                          7.875%  03/01/04    10
Oakwood Homes                          8.125%  03/01/09     5
Orion Network                         11.250%  01/15/07    50
Orion Network                         12.500%  01/15/07    35
Owens Corning                          7.000%  03/15/09    72
Owens Corning                          7.500%  08/01/18    74
Owens-Crng Fiber                       8.875%  06/01/02    69
Oscient Pharm                          3.500%  04/15/11    69
Osu-Dflt10/05                         13.375%  10/15/09     5
Overstock.com                          3.750%  12/01/11    70
PCA LLC/PCA Fin                       11.875   08/01/09    23
Pegasus Satellite                      9.625%  10/15/05    32
Pegasus Satellite                      9.750%  12/01/06    25
Pegasus Satellite                     12.375%  08/01/06    25
Pegasus Satellite                     12.500%  08/01/07    25
Pen Holdings Inc.                      9.875%  06/15/08    65
Pinnacle Airline                       3.250%  02/15/25    71
Pixelworks Inc.                        1.750%  05/15/24    66
Pliant Corp.                          13.000%  06/01/10    22
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packagin                       8.250%  02/01/12    67
Primedex Health                       11.500%  06/30/08    55
Primus Telecom                         3.750%  09/15/10    28
Primus Telecom                         5.750%  02/15/07    49
Primus Telecom                         8.000%  01/15/14    57
Primus Telecom                        12.750%  10/15/09    48
Railworks Corp.                       11.500%  04/15/09     0
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    20
Refco Finance                          9.000%  08/01/12    70
Reliance Group Holdings                9.000%  11/15/00    20
Reliance Group Holdings                9.750%  11/15/03     0
Safety-Kleen Corp.                     9.250%  06/01/08     0
Salton Inc.                           12.250%  04/15/08    56
Silicon Graphics                       6.500%  06/01/09    70
Solectron Corp.                        0.500%  02/15/34    72
Solutia Inc.                           6.720%  10/15/37    72
Solutia Inc.                           7.375%  10/15/27    72
Tekni-Plex Inc.                       12.750%  06/15/10    45
Teligent Inc.                         11.500%  03/01/08     0
Toys R Us                              7.375%  10/15/18    73
Trans Mfg Oper                        11.250%  05/01/09    63
Transtexas Gas                        15.000%  03/15/05     1
Trism Inc.                            12.000%  02/15/08     0
Tropical Sportsw                      11.000%  06/15/08     0
United Air Lines                       6.831%  09/01/08    67
United Air Lines                       7.270%  01/30/13    46
United Air Lines                       7.371%  09/01/06    20
United Air Lines                       7.762%  10/01/05    45
United Air Lines                       8.030%  07/01/11    63
United Air Lines                       9.000%  12/15/03    14
United Air Lines                       9.020%  04/19/12    41
United Air Lines                       9.125%  01/15/12    14
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    27
United Air Lines                       9.350%  04/07/16    60
United Air Lines                       9.560%  10/19/18    42
United Air Lines                       9.750%  08/15/21    14
United Air Lines                      10.020%  03/22/14    45
United Air Lines                      10.110%  01/05/06    51
United Air Lines                      10.125%  03/22/15    58
United Air Lines                      10.250%  07/15/21    14
United Air Lines                      10.670%  05/01/04    14
United Air Lines                      11.210%  05/01/14    14
Univ. Health Services                  0.426%  06/23/20    57
US Air Inc.                           10.250%  01/15/49     4
US Air Inc.                           10.250%  01/15/49     4
US Air Inc.                           10.250%  01/15/49     1
US Air Inc.                           10.300%  07/15/49     8
US Air Inc.                           10.550%  01/15/49    28
US Air Inc.                           10.700%  01/15/49    28
US Air Inc.                           10.700%  01/15/49    27
US Air Inc.                           10.750%  01/15/49     6
US Air Inc.                           10.800%  01/01/49     6
UTSTARCOM                              0.875%  03/01/08    73
Venture Hldgs                          9.500%  07/01/05     0
Vitesse Semicond                       1.500%  10/01/24    74
WCI Steel Inc.                        10.000%  12/01/04    55
Werner Holdings                       10.000%  11/15/07    48
Westpoint Steven                       7.875%  06/15/08     0
Westpoint Steven                       7.875%  06/15/05     0
Wheeling-Pitt St                       5.000%  08/01/11    75
Wheeling-Pitt St                       6.000%  08/01/10    70
Winn-Dixie Store                       8.875%  04/01/08    68
Winstar Comm                          10.000%  03/15/08     0
Winstar Comm                          12.750%  04/15/10     0
World Access Inc.                      4.500%  10/01/02     4
Xerox Corp                             0.570%  04/21/18    41

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., Tara Marie Martin, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***