TCR_Public/051108.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Tuesday, November 8, 2005, Vol. 9, No. 265

                          Headlines

AAIPHARMA INC: Files Plan & Disclosure Statement in Delaware
ACCELLENT CORP: Prices 10% Senior Subordinated Notes
ALLMERICA FINANCIAL: S&P Revises CreditWatch to Positive
ALLIANCE GAMING: Moody's Reviews Debt Ratings for Likely Downgrade
ALLIED HOLDINGS: Has Until Jan. 15 to Remove Causes of Action

ALLIED HOLDINGS: Wants to Reject General Motors Contract
ALLIED HOLDINGS: Responds to Objections Against KERP
ALOHA AIRLINE: Amended Plan Confirmation Hearing Set for Nov. 28
AMC ENTERTAINMENT: Incurs $10.72 Million Net Loss in Third Quarter
ANCHOR GLASS: Panel & U.S. Trustee Object to AP Services Retention

ANCHOR GLASS: Encore Can Proceed with District Court Appeal
ANCHOR GLASS: Cahill Gordon Approved as Special Counsel
ASARCO LLC: Sen. Cantwell Wants Wash. Site Obligations Honored
ASARCO LLC: Boudloche is Chapter 7 Trustee of Encycle/Texas
ASARCO LLC: Court Extends Time to Remove Civil Actions to Feb. 6

ASSET-BACKED FUNDING: Fitch Puts Low-B Ratings on $7.2 Mil. Certs.
BIO-RAD LABORATORIES: Discloses Third Quarter Financial Results
BOYD GAMING: Earns $32.9 Million of Net Income in Third Quarter
BROOKFIELD PROPERTIES: Earns $33 Million of Net Income in 3rd Qtr.
BUENA VISTA: Taps Steven Schwaber as General Bankruptcy Counsel

BUENA VISTA: Section 341(a) Meeting Slated for November 22
CALPINE CORP: EBITDA Drop Cues Fitch to Junk Senior Unsec. Notes
CASCADES INC: Earns $3 Million of Net Income in Third Quarter
CERVANTES ORCHARDS: Wants to Use Lenders' Cash Collateral
CHAPCO CARTON: Ch. 7 Trustee Wants to Conduct Rule 2004 Probe

CHESAPEAKE ENERGY: S&P Rates $1.1 Billion Notes at BB
CINRAM INT'L: Moody's Reviews Ba3 Corporate Family Rating
CNA FINANCIAL: Moody's Affirms Preferred Stock Rating at Ba2
CONSTAR INT'L: Moody's Junks Rating on $175 Million Senior Notes
CONVERIUM AG: Financial Restatement Cues S&P to Watch Ratings

DEAN FOODS: Financial Plans Prompt S&P's Stable Outlook
DEAN FOODS: Earns $104 Million of Net Income in Third Quarter
DEAN FOODS: Completes Multi-Million Sale of Dips Business
DELTA AIR: Wants to Walk Away from ALPA Bargaining Agreement
DENBURY RESOURCES: Low Leverage Prompts S&P to Lift Rating to BB

EAGLEPICHER INC: Obtains $345 Mil. in DIP Financing Commitments
ENRON CORP: Gets Court Nod on Project Teresa Settlement Pact
ENRON CORP: Court Approves Clinton Energy's Settlement with SCA
ENRON CORP: Wants Court to Approve East Bank Settlement Pact
ESCHELON TELECOM: Reports Third Quarter Financial Results

EVERGREEN INT'L: Improved Financials Cues S&P to Lift Ratings
EXCELLIGENCE LEARNING: Must File Financials by Nov. 14 Says Nasdaq
FLYI INC: Files Chapter 11 Petition to Restructure Aircraft Leases
FLYI INC: Case Summary & 40 Largest Unsecured Creditors
FLYI INC: S&P's Credit Rating Tumbles to D After Bankruptcy Filing

GARDEN STATE: Court Extends Plan Filing Period to Jan. 5
G0LDSTAR EMERGENCY: J. Patrick Magill Approved as Interim CEO
G0LDSTAR EMERGENCY: Court Denies Exclusive Periods Extension
GREENBRIER COMPANIES: Reports Results for Fiscal Fourth Quarter
HIGHLANDERS ALLOYS: Court Extends Plan Filing Period to Jan. 22

INTERSTATE BAKERIES: Fishlowitz Class Holds $6-Mil Unsecured Claim
INTERSTATE BAKERIES: Selling Chicago Property for $7 Million
INTERSTATE BAKERIES: Wants to Walk Away From 13 Burdensome Leases
JP MORGAN: Fitch Puts Low-B Ratings on $27.5 Mil. Cert. Classes
KAISER ALUMINUM: Names Post-Emergence Board of Directors

LB-UBS COMMERCIAL: Fitch Puts Low-B Ratings on $38MM Cert. Classes
LIBERTY FIBERS: List of 20 Largest Unsecured Creditors
MAJESTIC STAR: Trump Stock Purchase Spurs S&P's Negative Watch
MAJESTIC STAR: Buys Trump Indiana for $253 Million
MEDICAL TECHNOLOGY: Files First Amended Disclosure Statement

MERIDIAN AUTOMOTIVE: Panel Taps PCA as Special Brazilian Counsel
METROPOLITAN MORTGAGE: Fitch Junks Five Certificate Classes
NATIONAL ENERGY: Wants Court to Avoid $678,839 Transfer to Orrick
NAVIGANT INTERNATIONAL: Receives Waiver from Lenders
NETWORK COMMS: Niche Rivalry Cues S&P to Junk $175M Sr. Sub. Notes

NETWORK INSTALLATION: Acquires Spectrum Communications
NORTHWEST AIRLINES: Worldspan Wants Arbitration Allowed
NORTHWEST AIRLINES: More Parties Balk at Aircraft Lease Rejection
NORTHWEST AIRLINES: Taps Anna Schaefer as Finance Vice President
NORTHWEST AIRLINES: Reaches Agreement With Two Unions on Pay Cuts

OPTIMUM GROUP: Optimum West's FSR is Marginal Says A.M. Best
ORCHARD SUPPLY: Moody's Rates $235 Million Sr. Unsec. Notes at B2
PILGRIM CLO: Fitch Upgrades $10-Mil Class C Notes to BB+ from BB-
POTTSVILLE HOSPITAL: S&P Pares $33.601M Revenue Bonds to BB+
PXRE GROUP: Katrina Impact Prompts Fitch to Shave Low-B Ratings

REAL ESTATE: Moody's Rates $800,000 Class L Certificates at B3
RED TAIL: U.S. Trustee Unable to Form Creditors Committee
RELIANCE GROUP: Liquidator Gets Court OK on $300 Mil. Distribution
RELIANT ENERGY: Low 3rd Quarter Results Spur S&P to Watch Ratings
REVERE INDUSTRIES: Moody's Junks Planned $55 Million Term Loan

ROMACORP INC: Bondholders Consent to Debt Restructuring
ROMACORP INC: Case Summary & 21 Largest Unsecured Creditors
RUSH FINANCIAL: Sept. 30 Balance Sheet Upside-Down by $1.5MM
SALEM COMMS: Earns $3.4 Million of Net Income in Third Quarter
SCHOOL SPECIALTY: Moody's Reviews B2 Corporate Family Rating

SHAW COMMS: Moody's Puts Ba2 Rating on Proposed C$300 Million Debt
SHAW COMMS: To Redeem $172.7 Million 8.50% Preferred Securities
SMARTIRE SYSTEMS: KPMG Raises Going Concern Doubt
SOUTH DAKOTA: MetaBank Wants Stay Lifted to Liquidate Collateral
STELCO INC: Ontario Court Dismisses Bondholders' Appeal

SYCAMORE CBO: Moody's Reviews $37MM Notes' Ba1 Rating for Upgrade
SYNAGRO TECH: Earns $5.1 Million of Net Income in Third Quarter
TELESYSTEM INTERNATIONAL: Court Grants Additional Powers to KPMG
TESORO PETROLEUM: Moody's Rates $900 Million Unsec. Notes at Ba1
TRUMP ENTERTAINMENT: Sells Trump Indiana to Majestic Star

UAL CORP: Barclays Holds $20.7 Million Allowed Unsecured Claim
UAL CORP: Judge Wedoff Approves LOIs for Verizon & Disney Jets
UAL CORP: Battle Over PBGC's $8.3 Billion Claims Ensues
UNIAO DE BANCOS: Moody's Reviews D+ Bank Financial Strength Rating
UNION AVENUE: U.S. Trustee Wants Case Converted to Chapter 7

UNITED WOOD: Wants Court to Declare Default Notice as Void
US AIRWAYS: Reports October Traffic Statistics & Merger Update
VARIG S.A.: Creditors Accept $62 Million BNDES Offer
VARIG S.A.: Preliminary Injunction In Place Until November 11
VENTURE HOLDINGS: Has Until Nov. 16 to File Reorganization Plan

WEIGHT WATCHERS: S&P Places Low-B Ratings on $220M Lien Term Loans
WINN-DIXIE: Annual Shareholders Meeting is on December 8

* Large Companies with Insolvent Balance Sheets


                          *********

AAIPHARMA INC: Files Plan & Disclosure Statement in Delaware
------------------------------------------------------------
AAIPharma Inc. (PINK SHEETS:AAIIQ.PK) reported that the Company
and its domestic subsidiaries filed a Plan of Reorganization and
corresponding Disclosure Statement with the U.S. Bankruptcy Court
for the District of Delaware.

The chapter 11 plan that the company has filed is the product of
extensive negotiations among:

    * the Company,

    * the Official Committee of Unsecured Creditors, and

    * the advisors to an Ad Hoc Committee of the Company's Secured
      Noteholders.

The Plan has the support of the Official Committee of Unsecured
Creditors and based upon discussions with the advisors to the Ad
Hoc Committee, the Company believes that the Ad Hoc Committee will
support the chapter 11 plan.  These committees represent the
company's key creditor constituencies.  AAIPharma and its domestic
subsidiaries filed for chapter 11 bankruptcy protection on May 10,
2005, and successfully completed the sale of substantially all of
the assets of the Company's Pharmaceuticals Division on July 25,
2005.

"AAIPharma is making important strides in re-positioning the
Company as an innovative and premier provider of development
services to customers seeking increased R&D productivity and
tailored solutions to their development challenges," stated Dr.
Ludo J. Reynders, President and CEO of AAIPharma.  "We believe
that we have made the difficult but necessary decisions to create
a stronger capital structure to help ensure that AAIPharma will
have the financial strength and flexibility to grow and prosper.
The filing of our chapter 11 plan is a significant milestone in
our bankruptcy case, and we are extremely pleased with the level
of support from our key creditor constituencies for our chapter 11
plan.  The support that we receive from these constituencies will
help us to proceed as expeditiously as possible through the
balance of this process."

                  Disclosure Statement Hearing

A hearing on the adequacy of the Disclosure Statement has been
scheduled to commence on Dec. 2, 2005.  Court approval of the
Disclosure Statement is necessary to allow AAIPharma to begin
soliciting acceptances of the plan.  Consummation of the plan is
subject to a number of conditions, including, among others,
acceptance by the requisite creditors and a determination by the
Bankruptcy Court that the Plan complies with the confirmation
requirements of the Bankruptcy Code.

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

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


ACCELLENT CORP: Prices 10% Senior Subordinated Notes
----------------------------------------------------
Accellent Corp. priced its previously announced cash tender offer
and consent solicitation for any and all of its outstanding
$175,000,000 aggregate principal amount of 10% Senior Subordinated
Notes due 2012 (CUSIP No. 58455RAB4).  The Tender Offer
Consideration for each $1,000 principal amount of Notes validly
tendered and accepted for purchase and not validly withdrawn is
$1,137.01.

The Offer to Purchase and Consent Solicitation Statement, and
related Consent and Letter of Transmittal, both dated Oct. 21,
2005, more fully describe the terms of Accellent's tender offer to
purchase any and all of the outstanding Notes and its consent
solicitation to eliminate substantially all of the restrictive and
reporting covenants, certain events of default and certain other
provisions in the Indenture.

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 Nov. 3, 2005.

The Total Consideration is comprised of:

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

and is equal to $1,167.01 for each $1,000 principal amount of
Notes validly tendered and accepted for purchase and not validly
withdrawn.

As reported in the Troubled Company Reporter on Nov. 5, 2005,
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.

Notes tendered may no longer be withdrawn and consents delivered
may no longer be revoked.

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 was determined at 10:00 a.m.
New York City time on 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
August 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 properly tendered 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. (the Company's parent) and
Accellent Acquisition Corp., an entity controlled by affiliates of
Kohlberg Kravis Roberts & Co. L.P.

There is no guarantee that the Merger will be completed.
Completion of the Merger is subject to customary closing
conditions, including the expiration or early termination of any
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

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.


ALLMERICA FINANCIAL: S&P Revises CreditWatch to Positive
--------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on two synthetic transactions related to Allmerica
Financial Corp.  The CreditWatch status of the ratings on
PreferredPLUS Trust Series ALL-1 and CorTS Trust For AFC Capital
Trust I are revised to positive from negative.

These actions follow the Oct. 31, 2005, revision of the
CreditWatch status of the rating assigned to AFC Capital Trust I's
-- a wholly owned subsidiary of Allmerica Financial Corp. --
preferred stock to positive from negative.

The ratings on these swap-independent synthetic transactions are
weak-linked to the underlying collateral, the preferred stock
issued by AFC Capital Trust I.  The CreditWatch revisions reflect
the current credit quality of the underlying securities.

         Creditwatch Implications Revised To Positive

               PreferredPLUS Trust Series ALL-1
         $48 Million Trust Certificates Series ALL-1

                           Rating
                           ------
              Class   To            From
              -----   --            ----
              A       B/Watch Pos   B/Watch Neg
              B       B/Watch Pos   B/Watch Neg

              CorTS Trust For AFC Capital Trust I
     $36 Million Allmerica Corporate-backed Trust Securities
                 Certificates Series 2001-19

                           Rating
                           ------
               Class   To            From
               -----   --            ----
               A       B/Watch Pos   B/Watch Neg


ALLIANCE GAMING: Moody's Reviews Debt Ratings for Likely Downgrade
------------------------------------------------------------------
Moody's Investors Service continued its review of Alliance
Gaming's rating for possible downgrade.  The company announced
that it expects to be in compliance with the financial covenants
contained in its credit agreement as of June 30, 2005.  However,
the company will be in technical default under the credit
agreement as of November 8, 2005 because it will be unable to file
its annual report on form 10-K by that date.  The company is
working with its lenders to address the technical default.
Alliance indicated it expects to file the annual report in early
December 2005, and will report preliminary fiscal year 2005
results next week.

Additionally, the company reported based upon its review of its
revenue recognition and other accounting issues that it expects:

   1) to restate its fiscal 2003 and 2004 annual reports, as well
      as its 2004 and 2005 quarterly reports; and

   2) report material weakness over financial controls.

Any downgrade will consider:

   * the business and financial impact of this announcement on
     previously reported results;

   * the impact it may have on the company's overall business
     reputation; and

   * the company's plan to address material weaknesses over
     financial controls.

Any further negative rating action will also take into account the
company's future operating outlook, and the recent termination of
a distributor agreement.

In August 2005, Alliance entered into a termination agreement with
its distributor of video poker games for the Oklahoma market,
which had originally been entered into in December 2004.  This
termination is expected to impact fiscal year 2005 revenue and
margin for 600 gaming machines the company has now taken back.

These ratings remain on review for possible downgrade:

   -- $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

Headquartered in Las Vegas, Nevada, Alliance Gaming Corporation is
engaged primarily in the design, manufacture and distribution of
gaming devices and systems worldwide.  The company also owns and
operates Rainbow Casino in Vicksburg, Mississippi.


ALLIED HOLDINGS: Has Until Jan. 15 to Remove Causes of Action
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
extended until Jan. 15, 2005, the period within which Allied
Holdings, Inc., and its debtor-affiliates may remove claims or
causes of action.

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

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Wants to Reject General Motors Contract
--------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code, Allied Holdings,
Inc., and its debtor-affiliates may assume or reject any executory
contract or unexpired lease subject to the approval of the U.S.
Bankruptcy Court for the Northern District of Georgia.

In this regard, the Debtors seek the Court's authority to reject
their executory contract with General Motors Corporation.

Harris B. Winsberg, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, explains that the GM Contract is burdensome to the
Debtors because they are suffering an operating loss by
performing under the Contract.  The burdens of complying with the
GM Contract outweigh the benefits received under the Contract,
Mr. Winsberg notes.

The Debtors did not provide a description of the GM Contract.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.  (Allied
Holdings Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Responds to Objections Against KERP
----------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 24, 2005, the U.S. Trustee and the International Brotherhood
of Teamsters filed objections to the proposed Severance Pay and
Retention and Emergence Bonus Plan for Allied Holdings, Inc., and
its debtor affiliates' key employees.

Under the Retention Plan, the Covered Employees are divided into
four Tiers based on each Key Employee's position and the relative
importance and indispensability of that employee's contribution to
the Debtors' business operations.  They are entitled to these
benefits pursuant to the Plan:

      -- Severance Benefits; and
      -- Retention and Emergence Bonuses

In addition, the Key Employee Retention Plan allows the Debtors to
grant bonuses not exceeding $30,000 on a discretionary basis to
each selected employee other than the Key Employees.  The
selection will be based on the employees' level of contribution to
the Debtors.  The Discretionary Bonus Pool is included in the
$4,566,301 total cost to the Debtors for the Retention and
Emergence Bonuses.

William T. Neary, the U.S. Trustee for Region 6, asserted that the
Court should not approve the KERP absent a strong evidentiary
showing that it is essential to the retention of the Key Employees
and to the survival of the Debtors' business.

The U.S. Trustee noted that the KERP is heavily front-loaded with
easily obtainable goals because:

   a) fully half of the Stay Bonuses are payable to Tiers 1 and 2
      for merely consulting with the Committee and preparing and
      filing a plan; and

   b) payments to Tiers 3 and 4 are due merely upon the passage
      of time.

The Teamsters pointed out that there is no showing that the
Debtors are actually threatened by, or face serious prospects of,
flight of its already highly paid executives.  The mere assertion
that some executives may leave employment is simply not
sufficient, even under the business judgment standard, to support
the bloated edifice of bonuses sought.

                    Debtors' Response

Harris B. Winsberg, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, tells the Court that the Debtors' Severance and Employee
Retention Plan was formulated at the conclusion of a lengthy and
reasoned decision-making process undertaken by their independent
board of directors.  "In an exercise of its business judgment,
the Debtors' board reached the conclusion that the Plan as
proposed serves to recognize the relative importance and
indispensability of the Covered Employees' contribution to the
Debtors' business operations and reorganization efforts," Mr.
Winsberg relates.

Mr. Winsberg contends that the Plan serves a business purpose
that is not only sound, but also vital.  Without the services and
dedication of their employees, particularly the key employees who
are the most knowledgeable and skilled, a rapid deterioration of
the Debtors' going-concern value may occur, Mr. Winsberg asserts.

Mr. Winsberg points out that the Teamsters' Objection asserts
that the Plan is too rich.  However, Mr. Winsberg argues, the
Plan as proposed is a far cry from the comprehensive key employee
retention programs as found in other large Chapter 11 cases
pursuant to which key employees may be entitled to earn retention
payments totaling in the tens of millions of dollars.

In addition, Mr. Winsberg contends that the Plan addresses the
need to provide Covered Employees with an opportunity to earn
cash compensation beyond base salaries in order to attempt to
minimize turnover and to motivate all Covered Employees to
continue to work diligently and productively to achieve a
successful conclusion of these Chapter 11 cases.

Furthermore, Mr. Winsberg asserts that the Bankruptcy Abuse
Prevention and Consumer Protection Act of 2005 presents no
obstacle to approval of the Plan.

"Section 503 of the Act, which limits the institution of key
employee retention programs, has no application here," Mr.
Winsberg insists.  "[T]he Act is not applicable because it
applies only to cases filed after October 17, 2005."

Moreover, Mr. Winsberg refutes the Teamsters' suggestion that
Section 503 evinces a Congressional intention that the programs
should be restricted under the current Bankruptcy Code as without
merit.  To the contrary, Mr. Winsberg avers, the fact the heavily
criticized amendment to Section 503 was deemed necessary shows
that current law permits approval of severance and retention
motions.

"There is nothing within the Act or applicable legislative
history that supports the suggestion that the Debtors' Motion
should be subjected to the scrutiny required by legislation that
is not yet effective." Mr. Winsberg maintains.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.  (Allied
Holdings Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALOHA AIRLINE: Amended Plan Confirmation Hearing Set for Nov. 28
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii will convene
a hearing at 9:30 a.m., on Nov. 28, 2005, to consider confirmation
of the First Amended Joint Plan of Reorganization jointly filed
Aloha Airgroup, Inc., and its debtor-affiliates and Yucaipa
Corporate Initiatives Fund I, L.P.

Yucaipa Corporate is a co-plan sponsor and plan investor for the
Amended Joint Plan.

                 Summary of Amended Joint Plan

The Plan provides for the Debtors' continuing operation after the
Effective Date as reorganized business entities and for the
Reorganized Debtors to retain substantially all of their assets.
The value of the consideration contributed by Yucaipa Corporate
and the other Plan Investor, Aloha Aviation Investment Group, LLC,
under the Plan exceeds $100,000,000.  The Plan Investors will
create a new company and contribute the Equity Investment to
Newco.

The Reorganized Debtors will not be subject to any Claims against
or Interests in the Debtors that are being discharged under the
Plan.  All Cash necessary for the Reorganized Debtors to make
payments pursuant to the Plan will be obtained from the funds
received from the Plan Investors, Newco, the Exit Financing, the
Reorganized Debtors' Cash balances, the operations of the
Reorganized Debtors or post-Effective Date borrowings, as
applicable.

On the Effective Date, a Liquidating Trust will be established for
the purpose of distributing the Distributions to the holders of
Allowed General Unsecured Claims against Aloha Airlines,
and the investigation, prosecution or settlement of Rights of
Action in accordance with the terms of the Plan.

              Treatment of Claims and Interests

The Amended Plan groups claims and interests into eight classes.

The Unimpaired Claims are:

  1) Secured Claims against each Debtor, which will receive either
     one or a combination of:

     a) Cash equal to the amount of the Allowed Secured Claim or
        deferred Cash payments totaling at least the allowed
        amount of the Allowed Claim, or

     b) the property of the Debtors securing the holder's Allowed
        Claim or payments of Liens amounting to the indubitable
        equivalent of the value of the holder's interest in the
        Debtors' property securing the Allowed Claim, or

     c) reinstatement of the Secured Claim or other treatment as
        the Debtors and the holder of that Claim will agree upon
        in writing;

  2) Priority Claims against Aloha Airlines, which will be paid
     the allowed amount of those Claims in full, in Cash by Aloha
     Airlines on or after the Effective Date; and

  3) Priority Claims against Aloha Airgroup, which will be paid
     the allowed amount of those Claims in full, in Cash by Aloha
     Airgroup on or after the Effective Date.

The Impaired Claims are:

  1) General Unsecured Claims against Aloha Airlines, which will
     receive $175,000 in Cash, payable on the Effective Date, and
     the Pro Rata Distribution of the proceeds of a non-interest
     bearing unsecured promissory note made by Reorganized Aloha
     Airlines in favor of the Liquidating Trust, in the principal
     amount of $2 million payable without interest;

  2) General Unsecured Claims against Aloha Airgroup, which will
     not receive anything on account of their Claims;

  3) Subordinated Unsecured Claims against Aloha Airlines, which
     will be cancelled on the Effective Date and the holders of
     those Claims will not receive anything on account of their
     Allowed Subordinated General Unsecured Claims;

  4) Subordinated Unsecured Claims against Aloha Airgroup, which
     will be cancelled on the Effective Date and the holders of
     those Claims will not receive anything nothing on account of
     their Allowed Subordinated General Unsecured Claims; and

  5) Old Securities, which will be cancelled on the Effective Date
     and the holders of Old Securities will not receive anything.

A full-text copy of the Amended Disclosure Statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=051107024742

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.  As of
Dec. 30, 2004, Aloha Airgroup reported $333,901 in assets and
$24,124,069 in liabilities, while Aloha Airlines reported
$9,134,873.23 in assets, and $543,709,698.75 in liabilities.


AMC ENTERTAINMENT: Incurs $10.72 Million Net Loss in Third Quarter
------------------------------------------------------------------
AMC Entertainment, Inc., delivered its quarterly report on
Form 10-Q for the quarter ending Sept. 29, 2005, to the Securities
and Exchange Commission on Nov. 1, 2005.

Total revenues decreased 10.2%, or $45,182,000, during the
13 weeks ended September 29, 2005, compared to the 13 weeks ended
September 30, 2004.

Total costs and expenses decreased 8.7% or $37,146,000, during the
13 weeks ended September 29, 2005, compared to the 13 weeks ended
September 30, 2004.

Merger and acquisition costs decreased $2,096,000 from $3,056,000
to $960,000 during the 13 weeks ended September 29, 2005, compared
to the 13 weeks ended September 30, 2004.  The prior year costs
were higher primarily due to the costs associated with the
Company's merger with Loews Cineplex Entertainment consummated in
the third quarter of fiscal 2005.  Current year costs are
primarily comprised of additional professional and consulting
costs related to the merger and other potential acquisition and
divestiture activities.  Management fee increased $500,000 during
the current period.  Management fees of $250,000 are paid
quarterly, in advance, to two primary shareholders of the
Company's parent in exchange for consulting and other services.
Other general and administrative expense decreased 43.5%, or
$6,137,000, primarily due to a $3,078,000 decrease in stock-based
compensation related to re-measurement of expense on options
issued by the Company's parent company, Marquee Holdings Inc., for
certain members of the Company's management based on estimated
fair value.  The prior period expense relates to deferred stock
units granted during fiscal 2005 under the 2003 LTIP and expense
related to restricted stock awards becoming fully vested.
Incentive-based compensation decreased $2,531,000 due to declines
in operating results, a $784,000 decrease in salaries expense
related to the Company's reorganization activities and
postretirement expense decreased $505,000 as a result of the
Company's reorganization activities.

Restructuring charges were $839,000 during the 13 weeks ended
September 29, 2005.  These expenses are related to one-time
termination benefits and other costs related to the displacement
of approximately 200 associates related to an organizational
restructuring, which was completed to create a simplified
organizational structure and contribution of assets by National
Cinema Network, Inc., to National CineMedia, LLC.  The Company's
organizational restructuring is substantially complete as of
September 29, 2005.

On June 30, 2005, the Company sold Japan AMC Theatres, Inc.,
including four theatres in Japan with 63 screens.  The results of
operations of these theatres have been classified as discontinued
operations.  Additionally, on September 1, 2005, it sold its
remaining Japan theatre with 16 screens and has classified its
operations as discontinued operations.

Loss for shares of common stock decreased during the 13 weeks
ended September 29, 2005, to a $10,717,000 loss from a $12,369,000
loss in the prior period.  Cash dividends of $5,156,000 and
accretion of $505,000 were recorded during the prior period.

At September 29, 2005, the Company's balance sheet showed
$2.64 billion in total assets and $1.77 billion in total debts.

A full-text copy of the regulatory filing is available at no
charge at http://researcharchives.com/t/s?2c5

Headquartered in Kansas City, Missouri, AMC Entertainment Inc.
http://www.amctheatres.com/-- is a subsidiary of Marquee Holdings
Inc.  Through its circuit of AMC Theatres, AMC Entertainment
operates 229 theaters with 3,546 screens in the United States,
Canada, France, Hong Kong, Japan, Portugal, Spain and the United
Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2004,
Standard & Poor's Ratings Services revised its outlook on AMC
Entertainment, Inc., to stable from positive, based on the
increased leverage that will result from the pending sale and
recapitalization of the company.  At the same time, Standard &
Poor's affirmed its ratings, including its 'B' corporate credit
rating, on the company.


ANCHOR GLASS: Panel & U.S. Trustee Object to AP Services Retention
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Anchor Glass
Container Corporation and the United States Trustee for Region 21
object to the terms of the retention of AP Services LLP and John
S. Dubel.

As reported in the Troubled Company Reporter on Sept. 29, 2005,
the Debtor sought permission from the U.S. Bankruptcy Court for
the Middle District of Florida to retain AP Services as its crisis
manager pursuant to the terms of an engagement letter dated
Sept. 6, 2005.

Under the APS Engagement Letter, Anchor and APS agree that:

    -- APS will provide, at Anchor's request, temporary employees
       to assist the Debtor in its restructuring efforts; and

    -- APS' Managing Director, John S. Dubel, will serve as the
       Debtor's Chief Restructuring Officer under the direct
       supervision of Anchor's Chief Executive Officer and the
       Special Committee of the Board of Directors.

As CRO, Mr. Dubel will assist the Debtor in evaluating and
implementing strategic and tactical options through the
restructuring process.  Mr. Dubel's hourly rate is $650.

In addition to Mr. Dubel, the Temporary Staff that APS will
provide include:

    Name          Position              Hourly Rate   Commitment
    ----          --------              -----------   ----------
    Jon Shell     Assistant Treasurer       $410      As Needed
    Ted Stenger   TBD                       $670      As Needed

                            Objections

(A) Creditors Committee

The Committee objects to the pre-approval of the Contingent
Success Fee to be paid to AP Services and Mr. Dubel before any
application, notice, and hearing  on the Contingent Success Fee.
The Committee asserts that the amount of any fees should not be
determined until after AP Services files a separate application
for approval and after notice and a hearing.

Furthermore, the Committee asserts that the indemnification
agreement proposed by AP Services is overly broad.  The Committee
suggests that the exceptions to the indemnification should also
include, without limitation, breach of fiduciary duty on the part
of AP Services.

Accordingly, the Committee asks the Court to modify the terms of
AP Services' retention.

(B) U.S. Trustee

Trial Attorney Benjamin E. Lambers, Esq., relates that on
September 16, 2005, Mr. Dubel testified on behalf of the Debtor
at the meeting of creditors held pursuant to 11 U.S.C. Sec. 341.
Mr. Dubel indicated that he and AP Services would comply with a
protocol for the engagement of Jay Alix & Associates and its
affiliates, which has been found acceptable in other bankruptcy
cases.

On September 20, 2005, the U.S. Trustee indicated some concerns
to the Debtor with respect to whether AP Services and Mr. Dubel
were fully complying with the protocol.  To date, the U.S. Trustee
has not been able to resolve these concerns.

Hence, the U.S. Trustee objects to the employment of AP Services
and Mr. Dubel.

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


ANCHOR GLASS: Encore Can Proceed with District Court Appeal
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
modified the automatic stay to allow Encore Glass, Inc., to
prosecute an appeal pending before the U.S. District Court for the
Middle District of Florida.

As reported in the Troubled Company Reporter on Oct. 14, 2005,
Anchor Glass Container Corporation filed its previous bankruptcy
case on April 15, 2002.  Encore Glass filed a claim for $6,102,913
in May 2002, which claim was later increased to $6,838,905.

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

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

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

Lori V. Vaughan, Esq., at Foley & Lardner LLP, in Tampa, Florida,
asserted that Encore has no other forum for liquidating its claim.
Ms. Vaughan said Encore's only opportunity to have its claim
finally resolved is in the Appeal.

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

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


ANCHOR GLASS: Cahill Gordon Approved as Special Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
allowed Anchor Glass Container Corporation to retain Cahill Gordon
& Reindel LLP as its special counsel, nunc pro tunc to August 8,
2005.

As special counsel, Cahill Gordon will provide services with
respect to:

   -- corporate law-related issues related including federal and
      state securities law matters, tax and pension matters;

   -- corporate governance;

   -- assistance in debtor-in-possession financing;

   -- assistance in connection with other postpetition
      transactions including asset sales;

   -- business combinations;

   -- financing transactions in connection with a reorganization
      plan; and

   -- litigation matters as are designated by the Debtor and do
      not constitutes matters central to the Debtor's
      reorganization.

As reported in the Troubled Company Reporter on Aug. 16, 2005, the
Debtor will compensate Cahill Gordon for legal services an hourly
basis in accordance with the firm's customary hourly rates and for
reasonable and necessary expenses and charges incurred in
connection with the case:

         Professionals                     Hourly Rates
         -------------                     ------------
         Partners, Senior Counsel          $636 - 668
         and Counsel

         Associates                        $332 - 628
         and Senior Attorneys

         Paralegal/Legal Assistant         $160 - 260

         Specialized Corporate             $420
         Research Paraprofessional

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


ASARCO LLC: Sen. Cantwell Wants Wash. Site Obligations Honored
--------------------------------------------------------------
United States Senator Maria Cantwell coordinated with Judge
Schmidt of the U.S. Bankruptcy Court for the Southern District of
Texas, Corpus Christi Division, and Daniel Tellechea Salido,
ASARCO LLC's Chairman of the Board, CEO, and President, concerning
the proposals ASARCO received to purchase and develop ASARCO's
property in Ruston and Tacoma, Washington, on and near the
Commencement Bay Nearshore Tideflats Superfund Site.

In a correspondence dated Oct. 17, 2005, Senator Cantwell asked
ASARCO, and the Court if necessary, to take steps to assure that
ASARCO honors its commitments to address contamination caused by
the historical operation of its smelter.

Senator Cantwell believes that if the property is sold, ASARCO's
obligations related to the property can only be effectively
addressed as part of the sale.  She said the obligations cannot
and should not be separated from sale and ownership of the
property.

"As a condition of transfer of the property, the purchaser must
agree to perform obligations to which ASARCO committed as
integral elements of its remediation of this site under the the
Comprehensive Environmental Response and Liability Act,"
Senator Cantwell said.

These obligations, according to Senator Cantwell, are contained
in several key documents including:

   -- Consent Decree governing the Site;

   -- the Definitive Agreement;

   -- the Plan definition Report; and

   -- the Final Environmental Impact statement governing
      remediation and development of the Site.

Senator Cantwell further proposed that ASARCO should provide
copies of those documents to the prospective purchasers of the
property, and the sale should be explicitly conditioned on
agreement by the purchaser to fulfill the commitments in those
documents.

Senator Cantwell explained that the obligations contained
include:

   (a) remediation of the entire Site, including the yacht
       basin, and capping and armoring of the slag peninsula
       and sediments;

   (b) restoration of the "green face" on the seep slopes;

   (c) construction & capping of the "Bennett Street Promontory"
       over the onsite containment facility;

   (d) securing remediation and redevelopment of the cooling pond
       site;

   (e) construction, capping, grading, seeding & irrigation of
       Peninsula Park, Crescent View Park and View Corridors;

   (f) improvements to the Point Defiance Marina, including
       construction of additional public boat lunches;

   (g) demolition and relocation of greenhouses as necessary at
       Point Defiance Park;

   (h) construction or improvement of Ruston Way, Roundabout
       Road, Peninsula Park Road, Boat Launch Access Drive and
       other significant roads, with accompanying sidewalks,
       bike lanes and landscaping;

   (i) construction of pathways for a functional pedestrian
       circulation system;

   (j) construction of the Waterfront Promenade;

   (k) Post-remediation operation and maintenance throughout
       the site;

   (l) indemnification of the Metropolitan Park District of
       Tacoma, City of Tacoma and Town of Ruston against claims
       arising from historic operations on the Site.

On behalf of her constituents in Puget Sound, Senator Cantwell
urged both ASARCO and the Court to require any purchaser to work
with the Metropolitan Park District of Tacoma, City of Tacoma, and
the Town of Ruston to assure that those commitments are honored.

                          *     *     *

Judge Schmidt assures Senator Cantwell of his commitment in
presiding over the ASARCO bankruptcy case, and adds that he will
fully enforce the Bankruptcy Code and environmental laws.

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: Boudloche is Chapter 7 Trustee of Encycle/Texas
-----------------------------------------------------------
Judge Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas, Corpus Christi Division, converted
Encycle/Texas, Inc.'s bankruptcy case to a Chapter 7 liquidation,
pursuant to Section 1112(a) of the Bankruptcy Code, on Oct. 24,
2005.

The Court appointed Michael Boudloche as Chapter 7 Trustee to
oversee the liquidation of Encycle/Texas' estate.

As previously reported in the Troubled Company Reporter on
Sept. 23, 2005, the State of Texas requested that the case be
converted to Chapter 7, and that a trustee be appointed as soon as
possible.  The State of Texas believes that upon conversion,
government superfund assets will be available for use at the Plant
to help Encycle cope with environmental concerns that arise due to
damage caused by hurricanes.  The U.S. Trustee had no objection to
the conversion.

The Texas Commission on Environmental Quality also finds it
appropriate that Encycle's management and control be placed in the
hands of a Chapter 7 trustee.  Hal F. Morris, Assistant Attorney
General of the Bankruptcy & Collections Division of the State of
Texas, assures Judge Schmidt that the Commission will work with
Encycle's duly appointed Chapter 7 trustee to appropriately
address public health and safety concerns.  To protect the public,
the Texas Commission will seek appropriate cost recovery from the
bankruptcy estate as an administrative expense priority.

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.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Court Extends Time to Remove Civil Actions to Feb. 6
----------------------------------------------------------------
Under 28 U.S.C. Section 1452(a), a party may remove any claim or
cause of action in a civil action other than a proceeding before
the United States Tax Court or a civil action by a governmental
unit to enforce the governmental unit's police or regulatory
power to the district court for the district where the civil
action is pending, if the district court has jurisdiction of the
claim under 28 U.S.C. Section 1334.

Rule 9027(a) of the Federal Rules of Bankruptcy Procedure
provides that if the claim or cause of action in a civil action
is pending when a case under Chapter 11 of the Bankruptcy Code is
commenced, a notice of removal may be filed only within the
longest of:

   (A) 90 days after the Petition Date;

   (B) 30 days after entry of an order terminating a stay, if the
       claim or cause of action in a civil action has been stayed
       under Section 362 of the Bankruptcy Code; or

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

Jack L. Kinzie, Esq., at Baker Botts, L.L.P., in Dallas, Texas,
relates that ASARCO LLC is a party to numerous lawsuits in
various state and federal courts, and that the issues involved in
many of the lawsuits are complex and require individual analysis.
ASARCO needs more time to review the lawsuits to determine
whether removal of the various cases is in the best interest of
the bankruptcy estate.

At ASARCO's request, Judge Schmidt extends ASARCO's deadline to
remove civil actions until Feb. 6, 2006.

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.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASSET-BACKED FUNDING: Fitch Puts Low-B Ratings on $7.2 Mil. Certs.
------------------------------------------------------------------
Fitch Ratings has assigned these ratings to Asset-Backed Funding
Corp.'s asset-backed certificates, series 2005-OPT1, which closed
on Aug. 30, 2005:

     -- $403.89 million classes A1SS, A1MZ, A-2A, A-2B, A-2C
        'AAA';

     -- $22.09 million class M-1 'AA+';

     -- $19.86 million class M-2 'AA';

     -- $6.21 million class M-3 'AA-';

     -- $6.45 million class M-4 'A+';

     -- $5.96 million class M-5 'A';

     -- $6.21 million class M-6 'A-';

     -- $5.46 million class M-7 'BBB+';

     -- $3.48 million class M-8 'BBB';

     -- $5.21 million class M-9 'BBB-';

     -- $4.22 million non-offered class B-1 'BB+';

     -- $2.98 million non-offered class B-2 'BB'.

The 'AAA' rating on the senior certificates reflects the 18.65%
total credit enhancement provided by the 4.45% class M-1, 4% class
M-2, 1.25% class M-3, 1.30% class M-4, 1.20% class M-5, 1.25%
class M-6, 1.10% class M-7, 0.70% class M-8, 1.05% class M-9,
0.85% non-offered class B-1, 0.60% non-offered class B-2 and the
initial and target overcollateralization of 0.90%.  All
certificates have the benefit of monthly excess cash flow to
absorb losses.

In addition, the ratings reflect the quality of the loans, the
integrity of the transaction's legal structure as well as the
capabilities of Option One Mortgage Corp. as servicer and Deutsche
Bank National Trust Company, as trustee.

The certificates are supported by two collateral groups.  Group 1
will consist of mortgage loans that have original principal
balances that conform to Fannie Mae and Freddie Mac guidelines.
The Group 1 mortgage pool consists of first lien, adjustable-rate
and fixed-rate mortgage loans that have a cut-off date pool
balance of $200,028,761.  Approximately 16.72% of the mortgage
loans are fixed rate mortgage loans and 83.28% are adjustable-rate
mortgage loans.  The weighted average current loan rate is
approximately 7.395%.  The weighted average remaining term to
maturity is 356 months.  The average principal balance of the
loans equals $156,395.  The weighted average original
loan-to-value ratio is 79.29%.  The properties are primarily
located in California, Florida and Texas.

Group 2 will consist of original balances that may or may not
conform to Fannie Mae and Freddie Mac guidelines.  The Group 2
mortgage pool consists of first and second lien,
adjustable-rate and fixed-rate mortgage loans that have a cut-off
date pool balance of $296,453,236.  Approximately 16.20% of the
mortgage loans are fixed rate mortgage loans and 83.80% are
adjustable-rate mortgage loans.  The weighted average current loan
rate is approximately 7.370%.  The WAM is 356 months.  The average
principal balance of the loans equals $212,816.  The weighted
average OLTV is 77.83%.  The properties are primarily located in
California, New York and Florida.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.

Option One was incorporated in 1992, and began originating and
servicing subprime loans in February 1993.  Option One is a
subsidiary of Block Financial, which is in turn a subsidiary of H
& R Block, Inc.


BIO-RAD LABORATORIES: Discloses Third Quarter Financial Results
---------------------------------------------------------------
Bio-Rad Laboratories, Inc. (AMEX: BIO and BIOb), disclosed
financial results for the third quarter ended September 30, 2005.

Third-quarter net sales from continuing operations were
$283.2 million, up 9.4% compared to the $258.8 million reported
for the third quarter of 2004.  On a currency-neutral basis, sales
were up by 8.4% for the period.  This growth was driven by strong
sales in the areas of protein expression analysis, process
chromatography, diabetes monitoring, blood virus screening, and
quality control products.  Third-quarter income from continuing
operations was $16.2 million up 157.9% from the same period last
year.  Third-quarter 2004 earnings were affected, however, by
$13.7 million, or $9.5 million net of taxes, of one-time purchased
in-process R&D costs.  Excluding the one-time charges from the
comparison, year-over-year earnings increased about 3%.

Year-to-date revenues from continuing operations grew by
11.7% to $873.7 million as compared to the same period last year.
Normalizing for the impact of currency effects, growth was 9.0%.
Income from continuing operations increased by 30.4% to $64.1
million compared to $49.2 million for the first nine months of
2004.  Year-to-date gross margin was 55.4% compared to 56.5% in
the same period last year.

                    Third-Quarter Highlights

Overall net sales for the quarter grew by 9.4% to $283.2 million
compared to $258.8 million reported in the third quarter of 2004.
On a currency-neutral basis, revenues were up 8.4% versus third-
quarter 2004 results.

Basic earnings from continuing operations were $0.62 per share, or
$0.61 per share on a diluted basis, compared to both basic and
diluted earnings per share of $0.24 in the same period of 2004.

Life Science segment net sales for the quarter were
$132.1 million, up 9.5% over the same period last year, which
includes a 0.8% increase due to currency effects.  Sales growth in
the third quarter was the result of a combination of factors
including increased sales of process chromatography products as
well as of products such as the Bio-Plex(R) platform (and
associated protein expression analysis reagents) and the
ExperionTM automated electrophoresis system, both of which are
gaining market acceptance.  The Life Science segment also
introduced the BioOdysseyTM CalligrapherTM miniarrayer, which
brings microarray chip writing performance to individual
researchers.  Segment growth was somewhat tempered, however, by
erosion in the average selling price of BSE tests and competition
in the real-time PCR instrumentation business.

Clinical Diagnostics segment net sales for the quarter were
$148.3 million, an increase of 8.7% compared to the $136.4 million
reported in the third quarter of 2004.  Normalizing for the impact
of currency effects, sales growth for the segment was 7.5%.
Strong sales of blood virus screening products in the U.S.
transfusion sector, increased blood typing sales in Europe, and
expanding worldwide demand for the Company's quality control
products were the primary contributors to increased quarterly net
sales.  Other gains in the Clinical Diagnostics segment include
increased sales of newborn screening products in Northern Europe
and strong demand for the Company's diabetes monitoring, and HIV
and Hepatitis testing products in the U.S. and Asia Pacific.

On August 30th, the Federal District Court in Connecticut granted
a permanent injunction in the Coompany's ongoing litigation with
Applera and Roche.  Among other things, the injunction prevents us
from selling the MJ Research line of thermal cycling products that
we acquired in August 2004 in the United States.  However, the
Company believes that a settlement agreement with Applera and
Roche had been reached and the Company has made motions to the
court asking that the settlement agreement be enforced and
requesting a stay of the injunction during an appeal.  Although
the timing and outcome of these motions are uncertain at this
time, if the injunction continues in place throughout the fourth
quarter, our Life Science business could be negatively impacted
with sales being reduced by as much as $10 to $15 million and
pre-tax operating profit reduced by $8 to $10 million versus prior
expectations.

Also during the fourth quarter, the Company anticipates recording
a gain on the sale of our shares in Instrumentation Laboratory
S.p.A. and BioSource International of approximately $10 to $11
million.

"Overall, we are pleased with the Company's performance during the
third quarter, in spite of ongoing litigation we acquired as part
of our acquisition of MJ Research last fall.  We continue to be
optimistic about resolving these matters in due course," said
President and Chief Executive Officer Norman Schwartz.

Bio-Rad Laboratories, Inc. -- http://www.bio-rad.com/-- is a
multinational manufacturer and distributor of life science
research products and clinical diagnostics.  It is based in
Hercules, California, and serves more than 70,000 research and
industry customers worldwide through a network of more than 30
wholly owned subsidiary offices.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2004,
Moody's Investors Service assigned a rating of Ba3 to Bio-Rad
Laboratories' $200 million senior unsecured subordinated notes,
due 2014.  The ratings outlook has been changed to stable from
positive.

New ratings assigned:

   * Bio Rad Laboratories $200 million Senior Unsecured
     Subordinated Notes, due 2014, rated Ba3

Ratings affirmed:

   * Bio Rad Laboratories Senior Implied Rating, Ba2

   * Bio Rad Laboratories Senior Unsecured Rating, Ba2

   * Bio Rad Laboratories $225 million Senior Unsecured
     Subordinated Notes, due 2013, Ba3


BOYD GAMING: Earns $32.9 Million of Net Income in Third Quarter
---------------------------------------------------------------
Boyd Gaming Corporation (NYSE:BYD) reported its financial results
for the third quarter 2005.  The Company reported adjusted
earnings of $.57 per diluted share, an increase of 50% over the
$.38 per diluted share reported in the third quarter last year.

The third quarter was the first time since recent acquisitions in
which all of the Company's properties were also reported in the
comparable quarter in the prior year.  The higher than expected
earnings were attributable to strong results in the Company's key
growth markets of Las Vegas and Atlantic City.  The Company's Las
Vegas properties, operating principally in the locals market, as a
group reported a 10.0% gain in revenues and a 33% increase in
EBITDA in the quarter, both versus the third quarter last year.

In Atlantic City, Borgata reported a record quarter, with property
level EBITDA of $75.5 million, exceeding the prior record quarter
by $12.5 million.  The Company's overall strong earnings gains
were achieved despite disruptions to the Company's four properties
located in Louisiana and Mississippi beginning with Hurricane
Katrina in late August, including the closures of Treasure Chest
for 35 days and Delta Downs for nine days in the quarter.

The Company reported EBITDA of $156 million for the third quarter,
an increase of 17.0% over the $133 million reported for the third
quarter last year.  Five of the Company's six operating units
reported impressive year-over-year increases in quarterly revenue
and EBITDA, with only the hurricane-impacted Central Region
reporting a decline.

Revenues for the third quarter were $537 million, an increase of
2.7% over the $522 million reported for the third quarter last
year, with a 10.0% gain for the Company's Nevada properties offset
by a 7.0% decline in the Central Region.  Net income for the
third quarter was $32.9 million versus $35.5 million reported for
the third quarter 2004.

Bill Boyd, Chairman and Chief Executive Officer of Boyd Gaming,
commented, "I am very pleased with our Company's positive
financial performance.  This was our first 'apples-to-apples'
quarter in a while, with all units on a same-store basis, and we
exceeded prior year results by a wide margin.  And the numbers
would have been even stronger had we not been affected by the two
devastating hurricanes that struck the Gulf Coast and closed two
of our Louisiana properties during the third quarter.  I am most
proud of our continuing strength in our operations in Las Vegas
and Atlantic City."

                      Financial Statistics

The Company provided these additional information for the third
quarter ended September 30, 2005:

   September 30 debt balance           $2,391,000,000
   September 30 cash                     $140,000,000
   Dividends paid in the quarter          $11,100,000
   Maintenance capital expenditures       $28,000,000
   Expansion capital expenditures:

              * Blue Chip                 $23,000,000
              * South Coast               $86,000,000
              * Barbary Coast land        $16,000,000
              * Other                      $1,000,000

   Shares outstanding on September 30     $89,200,000
   Capitalized interest                    $6,300,000

The Company received a $6.3 million distribution from Borgata
during the quarter, representing 35% of the Company's half of
Borgata's pre-tax income for the second quarter 2005.  The
September 30 debt balance for Borgata is $327,000,000.

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a leading diversified owner and
operator of 18 gaming entertainment properties, plus one under
development, located in Nevada, New Jersey, Mississippi, Illinois,
Indiana and Louisiana.

                          *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Standard & Poor's Ratings Services revised its rating outlook on
casino operator Boyd Gaming Corp. to positive from stable.

At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas, Nevada-based company, including its 'BB' corporate
credit rating.  Total debt outstanding was approximately
$2.26 billion at March 31, 2005.

"The outlook revision reflects Boyd's solid operating performance
over the past several quarters, which has resulted in pro forma
credit measures that have exceeded our previous expectations,"
said Standard & Poor's credit analyst Michael Scerbo.


BROOKFIELD PROPERTIES: Earns $33 Million of Net Income in 3rd Qtr.
------------------------------------------------------------------
Brookfield Properties Corporation (BPO: NYSE, TSX) reported
results for the third quarter ended September 30, 2005.

Net income for the three months ended Sept. 30, 2005, was
$33 million compared to $11 million for the same period in 2004.

Brookfield's portfolio-wide occupancy rate was 94.0% as at
September 30, 2005, compared to 92.7% at the end of 2004.  In
Brookfield's primary markets of New York, Boston, Washington,
D.C., Toronto and Calgary, the occupancy rate at Sept. 30, 2005
was 95.4% compared to 94.0% at the end of 2004.

                Investment and Financing Activity

Completed the acquisition of O&Y Properties Corporation on
Oct. 21, 2005.  A newly formed company owned by a Consortium,
which includes the Company's subsidiary BPO Properties Ltd. and
two institutional investors, completed the acquisition of O&Y
Properties Corporation on October 21, 2005, at a price of C$12.72
per share in cash.  O&Y Properties Corporation's principal assets
include First Canadian Place in Toronto and a 41% interest in O&Y
Real Estate Investment Trust.

On Oct. 21, 2005, the Company also announced that Newco had taken
up all of the 30.3 million limited voting units of O&Y REIT
validly deposited under its take-over bid for limited voting units
of O&Y REIT.  The Consortium intends to cause O&Y REIT to effect a
subsequent acquisition transaction whereby all issued and
outstanding limited voting units of O&Y REIT will be redeemed for
C$16.25 per unit in cash and the properties held by O&Y REIT will
be transferred to the members of the Consortium directly.  A
special meeting of O&Y REIT unitholders to approve the subsequent
acquisition transaction has been scheduled for November 28, 2005.

All of the limited voting units acquired by Newco under the
take-over bid will be voted in favor of the subsequent acquisition
transaction and may be counted towards the "majority of minority"
approval requirement, thereby ensuring that the subsequent
acquisition transaction will be approved.

The C$2 billion acquisition of the O&Y portfolio, one of the
largest real estate deals in Canadian history, adds 24 office
properties consisting of 29 buildings and development sites
totaling 10.8 million square feet in five Canadian cities to
Brookfield's roster of premier properties.

BPO Properties will provide 25% of the equity (which approximates
C$200 million) and serve as property and asset manager for the
portfolio, thereby significantly expanding Brookfield's assets
under management.

Reached an agreement to sell the company's 50% interest in
Colorado State Bank building for approximately $22 million as part
of the company's strategy to redeploy equity from this secondary
market into existing primary and selected new markets.  Colorado
State Bank building is a 26-story, 412,000 square foot property in
the downtown Denver financial district.  The transaction is
expected to close by November 30, 2005.

Acquired remaining 50% interest in the Bay Adelaide development
site for C$105 million, providing the company with full
flexibility to realize long-term value in the ownership of this
1.8 million-square foot site, which spans two city blocks in the
heart of downtown Toronto.

Repurchased 483,500 common shares of the company at an average
price of $29.05 during the third quarter of 2005, bringing the
total number of shares repurchased in 2005 to approximately
2.2 million at an average price of $26.98.  Since the inception of
the company's normal course issuer bid in 1999, the company has
repurchased approximately 20 million common shares.

                     Operating Highlights

Earned $163 million of net operating income from commercial
property operations for the three months ended September 30, 2005,
and leased approximately 800,000 square feet of space.
Year-to-date leasing stands at 2.9 million square feet,
approximately three times the amount contractually expiring.

Earned $24 million of net operating income from residential
development operations in the third quarter of 2005, an increase
of $13 million over the same period in 2004.  For the first nine
months of 2005, net operating income was $61 million, an increase
of $32 million over the same period in 2004.  The division's
primary markets of Calgary and Edmonton continue to be the
beneficiaries of an extremely strong local economy due to the
explosive growth of oil sands industry in the province of Alberta.

                            Outlook

"Looking forward, Brookfield is well-positioned to capitalize on
many opportunities.  We are adding tremendous value to our
portfolio with the soon-to-be completed acquisition of the O&Y
portfolio.  We are in pre-development planning and/or pre-leasing
negotiations with much of our six million square feet of
development sites," said Ric Clark, President & CEO of Brookfield
Properties Corporation.  "Although we have some work to do in the
near-term, the company remains well-positioned for long-term
growth," he concluded.

                      Dividend Declaration

The Board of Directors of Brookfield declared a quarterly common
share dividend of $0.18 per share payable on the last business day
of December 2005 to shareholders of record at the close of
business on December 1, 2005.  Shareholders resident in the United
States will receive payment in U.S. dollars and shareholders
resident in Canada will receive their dividends in Canadian
dollars at the exchange rate on the record date, unless they elect
otherwise.  The quarterly dividends payable for the Class AAA
Series F, G, H, I, J and K preferred shares were also declared
payable on the last business day of December 2005 to shareholders
of record at the close of business on December 15, 2005.

Brookfield Properties Corporation --
http://www.brookfieldproperties.com/-- owns, develops and manages
premier North American office properties.  The Brookfield
portfolio comprises 47 commercial properties and development sites
totaling 46 million square feet, including landmark properties
such as the World Financial Center in New York City and BCE Place
in Toronto.  Brookfield is inter-listed on the New York and
Toronto Stock Exchanges under the symbol BPO.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2004,
Standard & Poor's Ratings Services assigned its 'P-3(High)'
Canadian national scale and 'BB+' global scale preferred share
ratings to Brookfield Properties Corp.'s C$150 million -- with an
underwriter's option of up to an additional C$50 million -- 5.20%
cumulative class AAA redeemable preferred shares, series K.

At the same time, Standard & Poor's affirmed its ratings
outstanding on the company, including the 'BBB' long-term issuer
credit rating.  S&P said the outlook is stable.


BUENA VISTA: Taps Steven Schwaber as General Bankruptcy Counsel
---------------------------------------------------------------
Buena Vista Lofts, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for authority to employ the Law
Offices of Steven A. Schwaber as its general bankruptcy counsel.

Steven A. Schwaber will:

    (a) advise the Debtor with respect to the rights, duties, and
        obligations of a debtor and debtor-in-possession under
        Chapter 11 of the Bankruptcy Code;

    (b) review and to the extent necessary, amend the Debtor's
        petition, schedules, and statement of financial affairs;

    (c) advise the Debtor regarding all reports required by the
        U.S. Trustee's office and all other matters related to
        compliance with those requirements;

    (d) represent the Debtor at the Section 341(a) hearing and
        such other appearances as the Office of the U.S. Trustee
        may require;

    (e) take appropriate action to obtain Court approval of any
        proposed transactions by the Debtor that are not in the
        ordinary course of business; including use of cash
        collateral, sales, leases, and borrowing, etc;

    (f) defend the Debtor against any motion for relief from the
        automatic stay that may be filed;

    (g) prosecute third party adversary proceedings as
        appropriate;

    (h) conduct strategic planning and analysis;

    (i) assist the Debtor in the investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtor, the operations of the Debtor's business, and
        other matters relevant to the case;

    (j) assist the Debtor with strategic planning and analysis and
        participating in the formation and confirmation of a Plan
        of Reorganization; and

    (k) perform such other legal services as may be required and
        as are in the interest of the estate.

The Debtor discloses that Steven A. Schwaber, Esq., principal of
the Firm, will be the lead counsel and will bill $375 per hour.
The Debtor tells the Court that the Firm's other professionals
bill:

    Professional                Hourly Rate
    ------------                -----------
    Senior Associates           $250 - $350
    Junior Associates           $150 - $225
    Paralegals                      $95

Mr. Schwaber assures the Court that the Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Los Angeles, California, Buena Vista Lofts, LLC
filed for chapter 11 protection on Oct. 6, 2005 (Bankr. C.D.
Calif. Case No. 05-36011).  When the Debtor filed for protection
from its creditors, it listed $23,453,000 in total assets and
$12,169,703 in total debts.


BUENA VISTA: Section 341(a) Meeting Slated for November 22
----------------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
Buena Vista Lofts, LLC.'s creditors at 10:00 p.m., on Nov. 22,
2005, at 725 S. Figueroa Street, Room 2610 in Los Angeles,
California.  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 Los Angeles, California, Buena Vista Lofts, LLC
filed for chapter 11 protection on Oct. 6, 2005 (Bankr. C.D.
Calif. Case No. 05-36011).  Steven A. Schwaber, Esq., at the Law
Offices of Steven A. Schwaber, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $23,453,000 in total assets and
$12,169,703 in total debts.


CALPINE CORP: EBITDA Drop Cues Fitch to Junk Senior Unsec. Notes
----------------------------------------------------------------
Calpine Corp.'s outstanding credit ratings have been downgraded by
Fitch Ratings:

     -- Senior unsecured notes to 'CCC-' from 'CCC+';
     -- Second-priority senior secured notes to 'B-' from 'B+';
     -- First-priority senior secured notes to 'B' from 'BB-';

Calpine Canada Energy Finance ULC (guaranteed by CPN)

     -- Senior unsecured notes to 'CCC-' from 'CCC+'.

The ratings are removed from Rating Watch Evolving where they were
placed on May 25, 2005.  The Rating Outlook is Negative.

The rating action reflects further deterioration in CPN's core
operating EBITDA, slower than anticipated progress in achieving
previously stated debt reduction targets, and the continued
uncertainty surrounding ongoing bondholder litigation.

For the nine-month period ended Sept. 30, 2005, consolidated
operating EBITDA -- adjusted to exclude the effects of both
non-cash gains and losses -- dropped 22.7% to $880.4 million
despite improving spark spread conditions and on-peak capacity
factors in CPN's core operating regions in California and Texas.

For the 12-month period ended Sept. 20, 2005, consolidated
interest coverage as measured by operating EBITDA to cash interest
expense was a mere 0.8x.  Due to the seasonally weak fourth
quarter, Fitch does not expect meaningful improvement in
consolidated interest coverage metrics for the fiscal year 2005.

Since unveiling its accelerated de-leveraging strategy in early
May 2005, CPN has managed to reduce consolidated debt by
approximately $1.1 billion versus the company's stated goal of
$3.0 billion by year-end 2005.  CPN's efforts to reduce debt have
been frustrated by ongoing bondholder litigation, which has
effectively frozen approximately $600 million of cash proceeds
that could otherwise be utilized for bond repurchases.

In addition, higher natural gas prices combined with CPN's
strained liquidity position has resulted in CPN redirecting a
meaningful portion of cash proceeds generated from the recent sale
of oil and gas properties toward the purchase of natural gas fuel
supply.

Fitch continues to monitor CPN's progress in reducing debt and
achieving its stated operating cost reduction targets.  Factors
that could stabilize CPN's credit profile in the near term include
full achievement of the planned debt retirements and
simplification of CPN's capital structure, favorable resolution of
outstanding bondholder litigation, and the realization of
projected working capital benefits from CPN's new energy marketing
and trading ventures with Bear Stearns.  Failure to achieve the
full benefits from these initiatives will likely lead to more
aggressive restructuring measures.


CASCADES INC: Earns $3 Million of Net Income in Third Quarter
-------------------------------------------------------------
Cascades Inc. (Symbol: CAS-TSX) reported net earnings of
$3 million for the quarter ended Sept. 30, 2005.  This compares
with net earnings of $27 million for the same period in 2004.

Sales increased 2% during the third quarter of 2005, amounting to
$874 million compared with $854 million for the same period last
year.  The operating loss amounted to $2 million for the quarter
and includes $20 million of closure, restructuring and impairment
costs in regards to the Thunder Bay and Red Rock mills as well as
a $3 million unrealized loss on financial commodity instruments.
This amount compares to an operating income of $34 million
achieved for the same period last year.

"Recent results are quite encouraging as Cascades has managed to
be cash-flow positive despite very challenging business
conditions, characterized by increased foreign competition and
lesser demand for certain of our products," Alain Lemaire,
President and Chief Executive Officer, stated.  "In addition, as
we are confronted with the continued appreciation of the Canadian
dollar, increasing energy and chemical prices, market dynamics do
not always allow for an immediate adjustment in selling prices."

Net earnings for the nine-month period ended Sept. 30, 2005 were
$7 million.  This compares with net earnings of $18 million for
the corresponding period in 2004.

Founded in 1964, Cascades Inc. -- http://www.cascades.com/--  
produces, transforms and markets packaging products, tissue paper
and fine papers, composed mainly of recycled fibres.  Cascades
employs nearly 15,600 men and women who work in some 140 modern
and flexible production units located in North America, in Europe
and in Asia.  Cascades' management philosophy, its more than 40
years of experience in recycling, its continued efforts in
research and development are strengths which enable the company to
create new products for its clients and thus offer superior
performance to its shareholders.  The Cascades shares trade on the
Toronto stock exchange under the ticker symbol CAS.

                            *     *     *

Standard & Poor's Ratings Services rated the Company's 7-1/4%
Senior Notes due 2013 at BB+.


CERVANTES ORCHARDS: Wants to Use Lenders' Cash Collateral
---------------------------------------------------------
Cervantes Orchards & Vineyards, LLC, asks the U.S. Bankruptcy
Court for the Eastern District of Washington for authority to
access cash collateral, securing repayment to its lenders, to
harvest and maintain a 300-acre orchards and vineyards which are
not leased to or managed by Gilbert Orchards, Inc.

Gilbert has agreed to lend Cervantes up to:

    -- $410,000 for crop harvesting (the cost of the fruit
       picking and packing might be as low as $375,000); and

    -- $70,000 for fertilization, payroll taxes, insurance,
       debt service and other incidental expenses.

Currently, the Debtor's owner is financing the continued harvest
and maintenance of the non-Gilbert acreage through volunteer labor
and loans from his other businesses, including Cervantes
Nurseries.  While this support is adequate in a very short term,
additional capital is necessary for proper fertilization,
preservation and repairs to these orchards and vineyards, the
Debtor says.

The Debtor estimates that $600,000 to $750,000 in net revenues
will be received from the 2005 harvest, including amounts obtained
from Gilbert Orchards, Stemilt Growers, and crops from the non-
Gilbert orchards and vineyards.  The Debtor wants to use 25% of
the net revenue to service the non-Gilbert orchards and vineyards.

The rest of the money, the Debtor says, will be used to pay its
vendors and secured lenders -- Deere Credit, Inc., Zions/U.S.
Bank, and Columbia Trust Bank.

The Debtor believes that allowing it to use part of the revenues
is in the best interest of the estate's creditors.  In addition,
the Debtor proposes replacement liens for the lenders in newly
received cash and cash equivalents to insure against the
diminution of their interests.

Headquartered in Sunnyside, Washington, Cervantes Orchards and
Vineyards LLC filed for chapter 11 protection on Aug. 19, 2005
(Bankr. E.D. Wash. Case No. 05-06600).  R. Bruce Johnston, Esq.,
at Law Offices of R. Bruce Johnston represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.


CHAPCO CARTON: Ch. 7 Trustee Wants to Conduct Rule 2004 Probe
-------------------------------------------------------------
Deborah K. Ebner, the chapter 7 Trustee for the estate of Chapco
Carton Company, seeks authority from the U.S. Bankruptcy Court for
the Northern District Of Illinois, Eastern Division, to conduct
examinations, pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure.

Ms. Ebner wants to investigate persons and entities that could
provide information on the conduct, property and financial
condition of the Debtor, including information regarding
recoverable avoidable transfers.

The Trustee's counsel, Benjamin Schneider, Esq., tells the
Bankruptcy Court that the Trustee has sent demand letters seeking
the return of avoidable transfers from 143 transferees totaling
approximately $5.3 million.  Mr. Schneider says the Trustee needs
to conduct additional inquiries to evaluate other potentially
recoverable transfers made by the Debtor.

Ms. Ebner tells the Court that the proposed examinations will
contribute to greater distributions for creditors.

Headquartered in Bolingbrook, Illinois, Chapco Carton Company
-- http://www.chapcocarton.com/-- manufactured, sold and
distributed folding cartons used for retail packaging in food,
candy, office supplies and automotive parts industries. The
Company filed for chapter 11 protection on July 13, 2004 (Bankr.
N.D. Ill. Case No. 04-26000).  The Honorable Bruce W. Black
converted the case into a chapter 7 liquidation on Mar. 24, 2005.
Deborah K. Ebner, Esq., was appointed chapter 7 Trustee.  Chad H.
Gettleman, Esq., at Adelman Gettleman & Merens, represents the
Company.  When the Debtor filed for protection from its creditors,
it listed $15,232,256 in assets and $19,220,379 in liabilities.


CHESAPEAKE ENERGY: S&P Rates $1.1 Billion Notes at BB
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to oil
and gas exploration and production company Chesapeake Energy
Corp.'s $500 million senior notes due 2020 and its $600 million
2.75% contingent convertible senior notes due 2035.

Standard & Poor's also assigned its 'B' rating to Chesapeake's
$500 million 5% cumulative convertible preferred stock issue.
Amounts do not include overallotment options.

At the same time, Standard & Poor's affirmed its 'BB/B-1'
corporate credit rating on the company.

The outlook is stable.  Pro forma for the recent capital raises,
Oklahoma City, Oklahoma-based Chesapeake will have $5.4 billion in
debt outstanding.

The $1.6 billion in proceeds from the three offerings will be used
to finance the $2.2 billion Columbia Natural Resources LLC
acquisition.  The CNR assets consist primarily of 1.1 trillion
cubic feet equivalent of proved reserves in the Appalachia region
plus approximately 4.1 million net acres of oil and gas leasehold.

"In order for Chesapeake to remain comfortably at the current
rating, we expect the company to finance the CNR acquisition
ultimately with roughly 50% debt and 50% equity," said Standard &
Poor's credit analyst David Lundberg.

"However, we expect the financing mix will be tilted toward debt
in the intermediate term," said Mr. Lundberg.

Pro forma for the acquisition, Chesapeake's will have
approximately 7.3 trillion cubic feet equivalent of proved
reserves as of Sept. 30, 2005, 92% of which is natural gas.  The
CNR acquisition is expected to be consummated by year-end.


CINRAM INT'L: Moody's Reviews Ba3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service placed Cinram International Inc.'s Ba3
Corporate Family and Ba3 Senior Secured ratings under review
direction uncertain.  The review is prompted by the company's
announcement that it plans to pursue a recapitalization as an
income deposit security structure.

Cinram has stated that the recapitalization plan has been
conditionally approved by its Board of Directors.  Implementation
of the plan is subject to resolution of certain structural issues,
including renegotiation of its bank facilities and shareholder
approval.  Moody's estimates the plan may be implemented in early
2006.  The direction of the review is uncertain because the
structure of the reorganization has not yet been determined by the
company, and while free cash flow may be substantially reduced,
the possibility exists that debt levels may be reduced as well.

The ratings review will focus on:

   1) the potential for the recapitalization plan to be
      implemented;

   2) any change to leverage resulting from the conversion to an
      IDS structure;

   3) the impact the IDS structure may have on Cinram's ability to
      repay future debt; and

   4) Cinram's future business prospects including expected DVD
      volume growth and pricing erosion along with any impact that
      the eventual change to new a high definition DVD format may
      have on Cinram.

Ratings affected by this action:

   * Corporate Family Rating, Ba3
   * Senior Secured, Ba3
   * Revolver, due September 2007 US$150 million [nil outstanding]
   * Tranche A, due September 2007 US$144 million
   * Tranche D, due September 2009 US$622 million

Cinram International Inc. is one of the world's largest
manufacturers and distributors of:

   * DVD's,
   * CD's, and
   * VHS pre-recorded media,

with headquarters in Toronto, Ontario, Canada.


CNA FINANCIAL: Moody's Affirms Preferred Stock Rating at Ba2
------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior debt rating of
CNA Financial Corporation (NYSE: CNA) and the A3 insurance
financial strength ratings of Continental Casualty Company and its
rated pooled and reinsured property/casualty insurance affiliates.
The outlook for the ratings has been changed to stable from
negative.  The rating agency also said it affirmed, with a stable
outlook, the Baa1 insurance financial strength rating of CNA's
life insurance subsidiary, Continental Assurance Company.

According to Moody's, the rating affirmation and stable outlook
reflect CNA's significantly improved underwriting performance in
2004 and through the first three quarters of 2005 notwithstanding
catastrophe-related underwriting losses sustained in the third
quarter of 2005, primarily related to Hurricanes Katrina and Rita.
The rating agency said that CNA's improved core underwriting
results are evident in the company's reported combined ratio of
106.2% for the first nine months of 2005, including approximately
9 percentage points (or a pre-tax impact of $443 million net of
reinsurance) related to third quarter hurricane losses.

However, Moody's noted that the group's combined ratio, when
excluding catastrophes, has remained higher than most of its
commercial insurance industry peers, reflecting:

   * a combination of adverse reserve development on prior years'
     business;

   * significant interest expense on the group's aggregate stop-
     loss covers; and

   * an improved but still above-average expense ratio.

CNA's improved underwriting and operating performance has
contributed to a strengthened risk-adjusted capital and operating
leverage profile at CNA's principal operating unit -- Continental
Casualty Company (CCC) and its affiliated property/casualty
insurance subsidiaries -- as well as to a reduced financial
leverage profile at CNA Financial Corporation.  Although CCC
continues to experience some adverse reserve development on
reserves supporting business written in the 1997-2000 period, as
well as on run-off business including asbestos and environmental-
related claims, Moody's believes that CNA's reserve position has
strengthened substantially in recent years.  Furthermore,
provisions for ceded reinsurance balances and bad debts remain
reasonable.  That said, adverse reserve development remains a
general concern, albeit at a diminished level than in the recent
past.

Moody's continues to consider Loews' Corporation, CNA's majority
shareholder, to be a supportive influence, as reflected in Loews'
strong involvement in CNA's corporate governance and capital
contributions to the insurer in recent years.  The rating agency
noted that absent Loews' support, CNA's ratings would likely be
lower.

At the current rating level, Moody's expects that CNA will sustain
recent improvements in capitalization and that operational
leverage will continue to gradually decline:

   * as earnings contribute to capital growth;

   * as premium growth should remain moderate; and

   * as reinsurance recoverable balances and claim reserves should
     continue to decline relative to shareholders' equity.

Moody's also expects that, with a refocused business model in
commercial and specialty property/casualty insurance, as well as a
significant investment in recent years in management information
systems, CNA will be better able to manage its underwriting in
what is likely to be a more competitive pricing environment in the
coming years.  CNA remains one of the leading commercial and
specialty lines property/casualty insurers in the USA, and has
significant market positions across many specialty classes of
business.

Factors that could lead to a ratings upgrade include:

   -- an upgrade of Loews Corporation (senior debt at Baa1);

   -- sustained reduction in the group's financial leverage
      profile (e.g. below 20%);

   -- sustained improvement in operating profitability, before
      realized investment gains;

   -- sustained earnings coverage of interest on debt and
      aggregate stop-loss reinsurance balances, and preferred
      dividends in excess of 5x; and

   -- sustained annual adverse reserve development less than 2.5%
      of total reserves.

Factors that could lead to a ratings downgrade include:

   -- sustained adjusted financial leverage in excess of 25%;

   -- a downgrade of Loews Corporation or an indication of
      diminished support of CNA by Loews;

   -- annual catastrophe losses exceeding 15% of shareholders'
      equity;

   -- earnings coverage of interest on debt and aggregate
      stop-loss reinsurance balances, and preferred dividends
      below 2x; and

   -- annual adverse reserve development in excess of 5% of total
      reserves.

These ratings have been affirmed with the outlook changed to
stable:

  CNA Financial Corporation:

     * senior unsecured debt at Baa3
     * preferred stock at Ba2

  The Continental Corporation:

     * senior debt at Baa3

Members of the Continental Casualty Company intercompany
reinsurance pool - insurance financial strength at A3:

   -- American Casualty Company of Reading, Pennsylvania
   -- Boston Old Colony Insurance Company
   -- CNA Casualty of California
   -- CNA Lloyd's of Texas
   -- Columbia Casualty Company
   -- Commercial Insurance Company of Newark, New Jersey
   -- Continental Casualty Company
   -- Continental Insurance Company of New Jersey
   -- Continental Insurance Company
   -- Continental Lloyd's Insurance Company
   -- Continental Reinsurance Corporation
   -- Firemen's Insurance Company of Newark, New Jersey
   -- Kansas City Fire and Marine Insurance Company
   -- Mayflower Insurance Company
   -- National Fire Insurance Company of Hartford
   -- National-Ben Franklin Insurance Company of Illinois
   -- Niagara Fire Insurance Company
   -- Pacific Insurance Company
   -- The Buckeye Union Insurance Company
   -- The Fidelity and Casualty Company of New York
   -- The Glens Falls Insurance Company
   -- Transcontinental Insurance Company
   -- Transportation Insurance Company
   -- Valley Forge Insurance Company

CNA Financial Corporation is engaged through its subsidiaries in
commercial property and casualty insurance.

For the nine months ended September 30, 2005, CNA Financial
Corporation reported net income of $469 million and net written
premiums for property/casualty insurance operations of $5.2
billion.  As of September 30, 2005, shareholders' equity was $9.4
billion.


CONSTAR INT'L: Moody's Junks Rating on $175 Million Senior Notes
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Constar
International, Inc. reflecting:

   * ongoing pressures on profitability and cash flow primarily
     because of prolonged softness in Constar's European business
     which accounts for approximately 25% of consolidated revenue;

   * increased utility expenses;

   * less-than-optimal product mix with volume strength in low
     margin conventional water business; and

   * delays in the ramp up of certain custom projects.

The adequacy of Constar's liquidity, given the expectation of
orderly access to its $70 million asset based facility (not rated
by Moody's) because of continued over collateralization, coupled
with modest abatement in product price declines, precluded further
reduction in the ratings and provides some comfort that the
upcoming interest payments (due in November and December) for
Constar's notes should be satisfied.  Furthermore, the ratings
incorporate some potential benefit from the commercialization of
previously delayed projects and the continuation of Constar's
ability to pass through the majority of raw material and energy
cost increases.

The downgrade of these ratings concludes the review of Constar's
ratings for possible downgrade which was initiated on Sept. 21,
2005:

   -- To B3 from B2 for the $220 million floating rate first
      mortgage note, due 2012

   -- To Caa3 from Caa1 for the $175 million 11% senior
      subordinated note, due 2012

   -- To B3 from B2 for the corporate family rating

The ratings outlook is negative.

The negative ratings outlook reflects the urgency of timely and
consistent execution of recovery strategies because, in Moody's
opinion, EBIT is likely to remain insufficient to cover interest
expense throughout the intermediate term and runrate financials
cannot support Constar's substantial total debt (adjusted to
include pension and post-retirement liabilities of approximately
$17 million and leases).  Any negative variance under revised
expectations, specifically further operating shortfalls and
increases in financial leverage or the inability to pass through
resin costs on a timely basis, would likely trigger additional
downgrade of the ratings.

Adjusted debt to EBITDA was approaching 7 times for the last
twelve months ended June 30, 2005, and there was negative free
cash flow.  Even at revised ratings, there is little room for
further decline in credit metrics.

The widening of the notching for the senior subordinated notes to
Caa3 from Caa1 reflects the increased severity of loss expected in
a default scenario given the decline in Constar's enterprise
value.  The rating also reflects the deep contractual
subordination of the notes to sizable amounts of senior debt in
the capital structure (approximately $240 million), while giving
consideration to the approximately $150 million of trade payables
and accrued expenses as of June 30, 2005.

Lowering the rating of the first lien mortgage notes to B3 from B2
reflects the benefits and limitations of the collateral,
specifically the likely elongated time it would take to liquidate
the collateral.  However, the rating reflect an expectation of
full recovery in the event of a default.

Based in Philadelphia, Constar International, Inc. is a global
producer of PET (polyethylene terephthalate) plastic containers
for:

   * food,
   * soft drinks, and
   * water.

Consolidated revenue for the twelve months ended June 30, 2005 was
approximately $900 million.


CONVERIUM AG: Financial Restatement Cues S&P to Watch Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB+' long-term
counterparty credit and insurer financial strength ratings on
Switzerland-based reinsurer Converium AG and the guaranteed
operating entities of the Converium group on CreditWatch with
negative implications.  At the same time, Standard & Poor's
placed its 'BB+' long-term counterparty credit and senior
unsecured debt ratings on Converium Holdings (North America) Inc.
and its 'BBB-' long-term guaranteed junior subordinated debt
rating on Converium Finance S.A. on CreditWatch with negative
implications.

"The CreditWatch placement follows Converium's announcement today
that, following an internal review of certain reinsurance
transactions primarily relating to ceded reinsurance, it plans to
restate its financial accounts and delay its third-quarter results
release, and reflects the uncertainties surrounding this event,"
said Standard & Poor's credit analyst Marcus Rivaldi.

Standard & Poor's aims to resolve the CreditWatch status following
receipt of the restated financials and third-quarter results,
currently scheduled for mid-December 2005.

The ratings may be affirmed and a stable outlook assigned if:

    (1) Standard & Poor's view on prospective group capitalization
        and operating performance is subsequently confirmed,

    (2) there is no material deviation from the management's
        current expectation of no reduction in unaudited
        shareholders' equity reported for June 30, 2005,

    (3) there is no significant negative regulatory action or
        negative impact on financing arrangements resulting from
        the restatement action, and

    (4) in the meantime, there is an early indication that
        Converium retains the support of its key European client
        base and key staff.

The outlook may be revised to negative or the ratings lowered if
these expectations are not met, the latter course of action being
likely if, during the course of the CreditWatch placement,
Converium appears unable to retain the support of its key European
client base and key staff.  If the ratings are lowered, it is not
envisaged that this would be by more than one notch.

Ratings information is available to subscribers of RatingsDirect,
Standard & Poor's Web-based credit analysis system, at
http://www.ratingsdirect.com/ It can also be found on Standard &
Poor's public Web site at http://www.standardandpoors.com/under
Credit Ratings in the left navigation bar, select Find a Rating,
then Credit Ratings Search.


DEAN FOODS: Financial Plans Prompt S&P's Stable Outlook
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on one of
the leading dairy processors, Dean Foods Co. and its wholly owned
subsidiary, Dean Holding Co., to stable from positive.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating and other ratings on Dean Foods and Dean Holdings.
Dallas, Texas-based Dean Foods had total debt of $3.3 billion at
Sept. 30, 2005.

"The outlook revision reflects Standard & Poor's expectation that
in the near to intermediate term the company will use a
substantial portion of free cash flow for share repurchases rather
than for permanent debt reduction," said Standard & Poor's credit
analyst Jayne Ross.  While the company may face some higher energy
and resin costs in the next several quarters as well as the
continuing effect of several hurricanes, credit protection
measures should remain at or near their current levels.

Standard & Poor's expects that Dean Foods will be acquisitive and
will take advantage of consolidating trends in the dairy and
related food.  Acquisitions are expected to be of a size such that
their integration into Dean Foods' operations should continue to
be fairly seamless.  The company has the financial flexibility to
pursue acquisitions in related industries under its revolving
credit facility and with its stable cash flow from operations.


DEAN FOODS: Earns $104 Million of Net Income in Third Quarter
-------------------------------------------------------------
Dean Foods Company (NYSE: DF) reported that net income from
continuing operations for the third quarter of 2005 totaled
$66.4 million, compared with $37.8 million in the prior year third
quarter.

Adjusted net income from continuing operations for the third
quarter was $77.7 million compared to $65.9 million in the third
quarter of 2004.  For the three months ended Sept. 30, 2005, Dean
Foods reported net income of $103,875,000 compared to a net income
of $40,192,000 for the same period in 2004.

"Our businesses performed well despite a very challenging
environment which included two hurricanes and rapidly rising fuel
and resin costs," said Gregg Engles, chairman and chief executive
officer.  "Consistent with recent trends, our Dairy Group again
posted strong volume increases and our WhiteWave division posted
strong growth in both net sales and profitability."

Net sales for the third quarter totaled $2.6 billion, an increase
of 2.4% over the third quarter of 2004.  The increase in net sales
was primarily due to higher fluid dairy volumes and increased
sales at WhiteWave Foods, which were offset by the pass-through of
lower raw milk and butterfat costs in the Dairy Group.

Consolidated operating income from continuing operations in the
third quarter totaled $145.7 million, versus $139.3 million in the
third quarter of 2004.  Adjusted third quarter operating income
from continuing operations totaled $163.7 million, an 8.5%
increase over the $150.9 million reported in the third quarter of
2004.  The Company's adjusted third quarter 2005 operating margin
was 6.2%, up 35 basis points over the third quarter of the prior
year.  The increase in the adjusted operating income was primarily
due to the positive impact of lower raw milk and butterfat costs
and increased profitability at WhiteWave Foods, which was
partially offset by higher packaging and distribution costs.
Included in adjusted operating income for the third quarter of
2005 is a $3.9 million charge, which represents the second half of
the total expense related to the accelerated vesting of stock
units issued to key employees in January 2003.

Long-term debt as of September 30, 2005, was approximately
$3.1 billion, including $67 million due within one year that is
reported as part of current liabilities.  At the end of the
quarter, approximately $940 million of the Company's senior credit
facility was available for future borrowings.

                             Outlook

"While our businesses continue to demonstrate very strong
performance, there are several obvious headwinds affecting our
near-term business outlook, including high fuel, energy and
packaging costs.  We expect between $35 and $40 million higher
overall costs related to these items in the fourth quarter of this
year than we had last year.  We are working hard to mitigate the
impact of these increased costs through price increases, but
expect near-term operating performance to be negatively impacted
by these issues and are therefore adjusting our expectations for
the remainder of 2005," said Mr. Engles.  "We expect fourth
quarter earnings of approximately $0.52 to $0.55 per share,
resulting in full year 2005 earnings of approximately $1.93 to
$1.96 per share, a 14% to 16% increase over 2004 earnings from
continuing operations of $1.69 per share.  Looking forward to
2006, we believe we will be able to largely mitigate the impact of
the higher fuel, energy and resin costs early in the year through
price increases on our products.  Assuming a relatively stable
dairy commodity environment, we expect full year sales of
$10.5 billion.  We expect earnings per share to be in the range of
$2.20 to $2.25 per diluted share before the effects of stock
option expensing."

In accordance with FAS 123(R), the Company will begin expensing
stock options in 2006 and estimates the impact of stock option
expensing will be approximately $0.09 to $0.10 per share in 2006,
roughly the same as in 2005, had FAS 123(R) been in place.

Dean Foods Company is one of the leading food and beverage
companies in the United States.  Its Dairy Group division is the
largest processor and distributor of milk and other dairy
products in the country, with an extensive refrigerated direct-
store-delivery network.  Through its WhiteWave and Horizon
Organic brands, Dean Foods Company also owns the nation's leading
soymilk and organic milk brands.  The company's Specialty Foods
Group is a leading manufacturer of private label pickles and non-
dairy powdered coffee creamers.  Dean Foods Company and its
subsidiaries operate approximately 120 plants in 36 U.S. states,
Spain, Portugal and the United Kingdom, and employ approximately
29,000 people.

                         *     *     *

As reported in today's Troubled Company Reporter, Standard &
Poor's Ratings Services revised its outlook on one of the leading
dairy processors, Dean Foods Co. and its wholly owned subsidiary,
Dean Holding Co., to stable from positive.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating and other ratings on Dean Foods and Dean Holdings.
Dallas, Texas-based Dean Foods had total debt of $3.3 billion at
Sept. 30, 2005.


DEAN FOODS: Completes Multi-Million Sale of Dips Business
---------------------------------------------------------
Dean Foods Company (NYSE: DF) completed the sale of its Marie's(R)
dips and dressings and Dean's(R) dips businesses in the third
quarter.  As a result of this sale, the Company recorded a gain on
sale of $37.8 million in the third quarter.

As reported in the Troubled Company Reporter on July 14, 2005, the
Company completed the spin-off of its majority-owned subsidiary
TreeHouse Foods, Inc., as an independent, publicly traded company
effective June 27, 2005.

Dean Foods Company is one of the leading food and beverage
companies in the United States.  Its Dairy Group division is the
largest processor and distributor of milk and other dairy
products in the country, with an extensive refrigerated direct-
store-delivery network.  Through its WhiteWave and Horizon
Organic brands, Dean Foods Company also owns the nation's leading
soymilk and organic milk brands.  The company's Specialty Foods
Group is a leading manufacturer of private label pickles and non-
dairy powdered coffee creamers.  Dean Foods Company and its
subsidiaries operate approximately 120 plants in 36 U.S. states,
Spain, Portugal and the United Kingdom, and employ approximately
29,000 people.

                         *     *     *

As reported in today's Troubled Company Reporter, Standard &
Poor's Ratings Services revised its outlook on one of the leading
dairy processors, Dean Foods Co. and its wholly owned subsidiary,
Dean Holding Co., to stable from positive.

At the same time, Standard & Poor's affirmed its 'BB+' corporate
credit rating and other ratings on Dean Foods and Dean Holdings.
Dallas, Texas-based Dean Foods had total debt of $3.3 billion at
Sept. 30, 2005.


DELTA AIR: Wants to Walk Away from ALPA Bargaining Agreement
------------------------------------------------------------
Pursuant to Section 1113 of the Bankruptcy Code, Delta Air Lines
and its debtor-affiliates seek the U.S. Bankruptcy Court for the
Southern District of New York's permission to reject the
collective bargaining agreement between Delta Air Lines, Inc., and
the Air Line Pilots Association, International.

Delta employs approximately 50,000 employees in the United
States, of whom approximately 6,000 are pilots covered by the
CBA.  The Agreement was originally effective July 1, 2001, and
was substantially amended as of December 1, 2004.

Both Delta and ALPA agreed to the 2004 amendment to the ALPA CBA
in the hope that the substantial pilot labor cost reductions
reflected in that amendment, along with cost reductions affecting
other Delta employees and with other actions by Delta to
restructure its financial obligations, would enable Delta to
avoid bankruptcy.

John J. Gallagher, Esq., at Paul, Hastings, Janofsky & Walker
LLP, in Washington, D.C., relates that, unfortunately, continued
competitive pressure on Delta's revenues, continued increases in
the cost of jet fuel, and other factors, have combined to bring
Delta to the Court for restructuring under Chapter 11.

The Debtors propose to modify the ALPA Agreement to, among other
things, generate $325 million in annual reductions in Delta's
pilot labor costs:

                                                 Annual Estimated
                                                  Cost Reductions
            Proposal                                ($ millions)
            --------                             ----------------

A. Compensation

   * Reduce hourly pay rates 19.5% across-the-board      $186.9

   * Eliminate premium for night pay                        1.7

   * Eliminate premium for International pay                5.8

   * Reduce per diem hourly expense allowance               5.0

B. Work Rules

   * Reduce amount of pay pilots receive for time not
     on board the aircraft                                 21.2

   * Reduce staffing levels to meet operational needs:
     -- Change relief crew composition                      1.5

   * Permit the Company to create more efficient
     scheduling rules:

     -- Allow management pilots to fly open time
        without pay protecting another pilot               1.80

     -- Reduce from two times to one and a half times
        pay for pilots assigned open time for which
        they did not volunteer                              0.7

     -- Eliminate pay back day-off for reserves who
        voluntarily fly open time on their scheduled
        day-off                                             0.4

     -- Change the order in which open time is assigned     0.9

     -- Reduce training expenses by limiting pilots'
        ability to change from one position to another      0.8

     -- Change sick pay to 20 hours per year at full
        pay -- 60% thereafter                              14.0

     -- Eliminate accident leave                            0.9

     -- Reduce vacation accrual and amount of pay for
        vacation days                                      21.7

     -- Charge $50 annual fee for access to unlimited
        free standby travel for pilot and pilot's
        eligible pass riders                                0.3

     -- Eliminate obligation to recall furloughed pilots    5.8

C. Benefits

   * Future retirees to pay full cost of retiree
     medical coverage                                      17.1

   * Replace Survivorship Plan with $500,000
     life insurance                                        22.1

   * Eliminate 2% of 401(k) contribution                   18.0

   * Modify eligibility requirements for long-term
     disability                                             2.8

   * Hard freeze defined benefit plan                      10.3

D. Management Flexibility/Scope

   * Reduce restrictions on number and capacity of
     regional jets operated by Delta's regional
     partners                                                --

   * Eliminate required minimum flying levels                --

   * Reduce restrictions on partnerships with
     foreign carriers                                        --

   * Remove poison pill                                      --

   * Eliminate restrictions on furlough/obligation
     to recall pilots                                        --

E. Profit Sharing

   * Significant improvement providing payment to
     covered employees of 15% of the first $1.5 billion
     of annual pre-tax income, and 20% of annual
     pre-tax income over $1.5 billion                        --
                                                     ----------
                TOTAL                                    $339.7
                                                     ==========

Delta has provided ALPA with all information necessary to
evaluate the proposal as well as with substantial additional
material requested by ALPA, Mr. Gallagher says.

Since presenting its proposal to ALPA on September 12, 2005,
Delta has met with ALPA and has conferred in good faith in an
attempt to reach mutually satisfactory modifications to the ALPA
CBA.  Delta remains willing to meet with ALPA to reach a mutually
satisfactory modification of the ALPA CBA with the purpose of
enabling Delta to reorganize.

However, Delta avers that:

   a. delay in implementation of the contract changes proposed to
      ALPA imperils Delta's ability to accomplish a successful
      reorganization; and

   b. ALPA and its professional advisors have had ample
      opportunity during two years of prepetition study, and
      additional postpetition study, to appreciate Delta's
      financial situation and the economic condition of the
      airline industry.

                  Delta's Restructuring Efforts

According to Edward H. Bastian, Delta's executive vice president
and chief financial officer, since January 2001, Delta has lost
approximately $10 billion.  To address these losses, Delta has
massively restructured its operations.  By June 30, 2005, Delta
implemented initiatives to achieve approximately 85% of the
$5 billion in annual benefits required by Delta's prepetition
Transformation Plan, which include both revenue enhancements and
cost reductions.

Delta's successful reorganization requires further reduction in
costs to a level where it can earn a profit in an intensely
competitive marketplace.  Delta's Business Plan contemplates a
total of $3 billion per year reduction in costs and increase in
revenues over prepetition levels, including a $930 million
reduction in Delta's annual labor costs.

                   Delta Says Changes Necessary

Delta believes that its weak financial and competitive position
makes labor cost reductions imperative.

A. Competition from Lower Cost Carriers

Daniel M. Kasper, a managing director of LECG, Corp., relates
that as a result of the increased competition from low cost
carriers due to the Airline Deregulation Act of 1978, legacy or
network carriers, including Delta, that have that survived into
2001 lost more than $28 billion from 2001 through the first half
of 2005.

The LCCs generally have significantly lower operating costs,
including lower labor costs lower average salaries, more flexible
work rules, and lower benefit costs -- especially because they do
not have defined benefit pension plans.  Delta and the other
legacy carriers have lost their pricing power, due largely to the
growth of the LCCs, which can make a profit at low fare levels.

B. Business Plan Cannot Succeed Without Cost Reductions

Delta's fundamental problem is that its costs are higher than its
revenues, Mr. Bastian relates.  Even with the other benefits
achievable under Chapter 11 and revenue and network improvements,
he says the only way to bring Delta's total costs in line with
realistic revenue expectations is through the reductions in
Delta's labor costs for all employees, including pilots.

If these cost reductions are promptly implemented, Delta can
staunch the cash outflow and, with its DIP financing, survive
until it can turn the corner to modest profitability in 2007, Mr.
Bastian contends.

C. Breach of the DIP Loan Covenants

To withstand its immediate liquidity crisis, and to have the
opportunity to make the structural changes necessary to emerge
from bankruptcy, Delta obtained a $1.9 billion DIP loan from
General Electric Capital Corporation and Morgan Stanley.

However, Mr. Bastian attests that if Delta is unable to achieve
the level of labor costs that underpin the Business Plan, Delta
will substantially increase its risk of breaching its minimum
Earnings Before Interest, Taxes, Depreciation, Amortization, and
Aircraft Rent covenant in its DIP loan agreements.  If Delta were
to default on these covenants and the DIP lenders were to
foreclose on their collateral or accelerate their loans, the
result could be liquidation.

               Proposal Equitable to All Parties

Geraldine P. Carolan, vice president-Labor Relations, relates
that Delta's non-pilot employees constitute 65% of Delta's total
annual mainline labor costs, while pilots constitute 35% of the
costs during the first half of 2005.  Delta's proposed labor cost
reductions are in the same proportion: 65% of the $930 million to
the non-pilot employees, and 35% to the pilots.

Ms. Carolan notes that Delta's non-pilot employees have borne the
brunt of cost reductions through reduced wages from 2000 to 2005.
>From 2000 to 2004, while Delta's pilots were enjoying an average
34% pay rate increase, the pay rates for Delta's non-pilot
employees increased only 5.2%.

Moreover, while non-pilot employees were working harder and
having benefits reduced, pilots' benefits and their work rules
were left largely unchanged.  Delta's pilots also continued to
enjoy benefits like survivor benefits and disability benefits,
which were being phased out for the non-pilot employees.

On the other hand, Delta's unit labor costs for pilots in 2005
remain among the highest in the entire airline industry.

In addition, Delta pilots currently earn 3.9 times the average
earnings of Delta flight attendants, well above the ratio for the
same positions at other airlines.  After the proposed pay
reduction for both groups, the ratio will be reduced to 3.6 still
above American and Continental and matching the LCCs, which are
in the "Mid-7" group of carriers.

Unlike pilots and non-pilot employees, Delta's executives, having
taken various pay cuts in the past, already are paid considerably
below market.  Delta has announced that officers will be subject
to a further pay cut of 15% and directors will be subject to a 9%
pay cut even though this reduction will bring these managers even
further below market, by an increasingly serious degree, and
could well lead to unwanted attrition.

                        Profit Sharing

Mr. Bastian notes that Delta's Business Plan necessarily is based
upon forecasts of its ability to achieve both projected revenue
and necessary cost reductions.  As with any forecasts, there is
risk that Delta's liquidity and earnings results may fall below
the projected levels if revenue and cost factors are not as
anticipated.

On the other hand, if events turn out to be better than Delta has
anticipated in the Business Plan, Delta has proposed a safety
valve for all of its employees in the form of a generous profit
sharing plan.  Under Delta's Section 1113 Proposal, pilots would
be entitled to participate in the company's enhanced profit-
sharing plan, which would provide an annual aggregate payment to
covered employees equal to 15% of the first $1.5 billion in
Delta's pre-tax income per year, followed by 20% of pre-tax
income above $1.5 billion per year.

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. 11;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DENBURY RESOURCES: Low Leverage Prompts S&P to Lift Rating to BB
----------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on independent oil and gas exploration and production
company Denbury Resources Inc. to 'BB' from 'BB-'.

The outlook is stable.  Dallas, Texas-based Denbury has about $240
million of funded debt.

"The rating action is based on the company's consistent operating
performance and low financial leverage, as well as favorable
near-term fundamentals for domestic oil and natural gas
producers," said Standard & Poor's credit analyst David Lundberg.

The stable outlook on Denbury reflects the favorable near-term
outlook for commodity prices and the company's modest leverage
position and consistent operating results.

At the same time, Standard & Poor's recognizes that 2006 capital
expenditures will be high and that the company will be more
subject to commodity price volatility than in the past.


EAGLEPICHER INC: Obtains $345 Mil. in DIP Financing Commitments
---------------------------------------------------------------
EaglePicher Incorporated reported that it has obtained a
commitment from:

    * Goldman Sachs Credit Partners L.P. for $295 million of
      senior secured debtor-in-possession financing, and

    * Angelo, Gordon & Co., L.P. and Tennenbaum Capital Partners,
      LLC for $50 million of junior secured debtor-in-possession
      financing, subject to normal closing conditions.

The proceeds of this financing will be used to repay in full
EaglePicher's existing bank debt and its current debtor-in-
possession financing and is convertible into financing for the
reorganized company upon the U.S. Bankruptcy Court for the
Southern District of Ohio's approval of a plan of reorganization
and satisfaction of other conditions.  Angelo, Gordon and
Tennenbaum are also significant holders of the Company's 9.75%
Senior Notes.  This financing is subject to Court approval and is
expected to be completed by the end of 2005.

"This financing enables us to assure our customers, suppliers and
most importantly, our employees, that our capital structure is
set, and we have sufficient financing in place to complete our
restructuring and execute our business plan," said Stuart B.
Gleichenhaus, interim Chairman, President and CEO of EaglePicher.
"We are particularly pleased that our two largest noteholders have
shown confidence in EaglePicher through their commitment for $50
million of additional financing."

              Interim Chairman, President and CEO

Mr. Gleichenhaus, who succeeds Bert Iedema, will serve in the
roles of Chairman, President and CEO until EaglePicher completes
its reorganization.  Mr. Gleichenhaus, age 48, will also continue
to serve as Chief Restructuring Officer for EaglePicher and be
responsible for leading the company through the final
restructuring activities.  Previously Mr. Gleichenhaus has been
involved in originating, structuring or restructuring numerous
complex transactions over a period of more than twenty years at
firms including Salomon Brothers, Banc of America Securities and
Ernst & Young Corporate Finance (now Giuliani Capital Advisors).

                 New Chief Operating Officer

David L. Treadwell was named Chief Operating Officer of
EaglePicher reporting to the CEO.  Mr. Treadwell, 51, also serves
as president of Hillsdale Automotive, a division of EaglePicher.
All EaglePicher operating divisions will report to Mr. Treadwell.

Mr. Treadwell has earned a solid reputation for working companies
though transitions. Most recently, Mr. Treadwell served as CEO of
Oxford Automotive where he led the $1 billion Tier 1 automotive
supplier through a successful restructuring process.

Mr. Treadwell's experience spans more than 20 years.  Mr.
Treadwell began his career with the late Heinz Prechter in his
automotive, publishing and real estate groups.  During Mr.
Treadwell's tenure he led ASC Incorporated through several
transitions and oversaw acquisitions and divestitures under the
Prechter Holdings umbrella.  Mr. Treadwell led the divestiture and
wrap up of Prechter Holdings after the death of Prechter.

Gleichenhaus, Treadwell and Douglas C. Laux, Senior Vice President
and Chief Financial Officer of EaglePicher, were appointed as the
board of directors of EaglePicher.

                         Stock Transfer

EaglePicher also announced that its parent company EaglePicher
Holdings had filed a motion with the bankruptcy court seeking
approval to transfer all of the common stock of EaglePicher to an
irrevocable trust managed by three unaffiliated U.S. citizens.

"This is now an appropriate time to begin the transition to new
management and to transfer control over EaglePicher to US
citizens," commented Mr. Iedema.  Mr. Iedema is Chief Executive
Officer of Granaria Holdings B.V. of The Netherlands, the
controlling shareholder of EaglePicher Holdings, and will continue
as President and CEO of EaglePicher Holdings.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.


ENRON CORP: Gets Court Nod on Project Teresa Settlement Pact
------------------------------------------------------------
In March 1997, Enron Corp., along with numerous parties, formed
Project Teresa to raise third party capital and to create a
leasing company of leased assets.  The Project aims to achieve
certain financial accounting benefits arising from basis
increases in stock and partnership interests.

Under Project Teresa, the parties entered into various
transactions, including Enron contributing certain assets to
Organizational Partners, Inc., which, in turn, contributed the
assets to Enron Leasing Partners, L.P.  The contributed assets
included, among others, the lease for Enron's headquarters
building located at 1400 Smith Street in Houston, Texas.

Seneca Delaware, Inc., formerly known as EN-BT Delaware, Inc.,
and Potomac Capital Investment Corporation, as shareholders and
lenders in OPI, and EN-BT, as a limited partner in ELP, infused
$30 million in aggregate equity and debt investments.

                           Brazos Loan

In April 1997, Enron monetized the value of its Building in
Houston, Texas, pursuant to a synthetic lease financing structure
in which Brazos Office Holdings, L.P., provided cash to Enron
with financing received from a syndicate of banks, with JP Morgan
Chase as Agent.

Contemporaneously with the Brazos Loan, Brazos and OPI entered
into a lease agreement, which was assigned to the Brazos Lenders,
and Enron guaranteed OPI's obligations under the Prime Lease for
the benefit of the Brazos Lenders.

On Oct. 11, 2002, the Agent filed two proofs of claim in
connection with, among other things, the Parent Guaranty.

OPI subsequently assigned its rights under the Prime Lease to
ELP, which subleased the headquarters building to Enron.  Enron
subsequently assigned its rights and obligations under the
sublease to Enron Property & Services Corp.

                        Brazos Settlement

Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
in New York, relates that the Enron Parties have negotiated a
settlement with JPMC and certain of the Brazos Lenders, other
than EN-BT and Deutsche Bank AG, in connection with the alleged
liabilities owing to Brazos.

However, the DB Parties have informed the Enron Parties that they
oppose the Brazos Settlement.

The Reorganized Debtors anticipate that the Brazos Settlement
will be presented to the Court in the future.

The Brazos Transactions are not included within the Teresa
Transactions, Mr. Kirpalani notes.

                   Ownership in ELP, EPMC and OPI

The Teresa Transactions resulted to ownerships and claims of
various entities, including ELP, OPI, Enron Pipeline Holding
Company and Enron Property Management Corp.:

   (A) ELP:     OPI owns the majority limited partnership interest
                in ELP.  EN-BT owns a minority limited partnership
                interest in ELP.  EPMC owns the general
                partnership interest in ELP.  Enron Property &
                Services Corp., a wholly owned subsidiary of
                Enron, provides management services to ELP.

                ELP holds a scheduled, prepetition claim against
                Enron and EPSC for $472,369,095 and $7,933,829.
                ELP also holds an administrative rent claim
                against Enron for $8,300,000.

   (B) OPI:     Potomac owns 100% of the Series A Preferred Shares
                of OPI.  EN-BT owns 100% of the Series B Preferred
                Shares of OPI.  Enron owns 100% of the Common
                Shares of OPI.

   (C) EPHC:    ELP holds an 80.2% preferred stock interest in
                EPHC, which holds a scheduled prepetition claim
                against Enron for $131,992,165, which yields a net
                interest of ELP in EPHC of $99,593,207.

   (D) EPMC:    Enron indirectly owns 100% of the Common Shares of
                EPMC.  EPMC holds a scheduled prepetition claim
                against Enron for $6,645,738.

                 Deutsche Bank and EN-BT Claims

On Sept. 26, 2003, Enron and several of its affiliated Debtors
commenced an adversary proceeding against, among other persons,
Deutsche Bank AG and EN-BT to assert causes of action in
connection with the Teresa Transactions.

On the other hand, the DB Parties filed Claim Nos. 12800 and
12801 in Enron's Chapter 11 case.  They also asserted claims,
demands and causes of action against ELP, OPI, EPMC and EPSC.

                    Project Teresa Settlement

The Enron Parties and the DB Parties have engaged in negotiations
to resolve their differences in connection with Project Teresa
and the Brazos Settlement.  They were able to reach a settlement
agreement.

The salient terms of the Teresa Settlement Agreement are:

    (a) The DB Parties will receive not less than $21,428,880 from
        OPI:

         (i) EN-BT, as holder of the Series B Preferred
             Shares of OPI, will receive $16,428,880 from
             OPI:

               * $12,397,959 of which represents a return of
                 its initial equity investment in OPI; and

               * $4,030,921 of which represents unpaid dividends
                 and accrued interest assuming a Closing Date of
                 September 30, 2005; and

        (ii) EN-BT, as holder of the minority limited partnership
             interest in ELP, will receive $5,000,000 from OPI in
             settlement of its claims against ELP;

    (b) In the event the closing date occurs after September 30,
        2005, the settlement amount will be increased by pro
        rating the aggregate amount of unpaid dividends and
        accrued interest as of the Closing Date based on these
        amounts:

          -- $4,128,126 as of October 31, 2005,
          -- $4,225,330 as of November 30, 2005, and
          -- $4,322,534 as of December 31, 2005;

    (c) In exchange for the payment:

          -- the DB Parties consent to the Brazos Settlement;

          -- the Enron Parties will redeem the DB Parties'
             preferred equity and partnership interests in OPI
             and ELP; and

          -- the Adversary Proceeding and the Teresa Claims will
             be deemed irrevocably withdrawn or waived, with
             prejudice; and

    (d) The parties will exchange limited mutual releases.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Reorganized Debtors ask the U.S. Bankruptcy Court
for the Southern District of New York to approve the Teresa
Settlement Agreement.

                        *     *     *

The Court approves the stipulation.

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

Enron filed for chapter 11 protection on December 2, 2001 (Bankr.
S.D.N.Y. Case No. 01-16033).  Judge Gonzalez confirmed the
Company's Modified Fifth Amended Plan on July 15, 2004, and
numerous appeals followed.  The Confirmed Plan took effect on
Nov. 17, 2004. Martin J. Bienenstock, Esq., and Brian S. Rosen,
Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in
their restructuring efforts.  (Enron Bankruptcy News, Issue No.
160; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Court Approves Clinton Energy's Settlement with SCA
---------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, the U.S. Bankruptcy Court for the Southern District of
New York approved a settlement agreement between Debtor Clinton
Energy Management Services, Inc., and SCA Packaging North America,
Inc.

Clinton and SCA's predecessor-in-name were parties to prepetition
contracts for the sale of natural gas.

In the Settlement Agreement, the parties agree that:

    (a) SCA will pay Clinton the payments due under the Contract
        as agreed; and

    (b) Clinton and SCA will exchange a mutual release of claims
        related to the Contract.

The Settlement Agreement provides that upon receipt of the
Settlement Payment, Clinton will file a notice of dismissal with
prejudice of its claim against SCA.

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, asserts that the payment in the Settlement Agreement
will adequately compensate the estate for the value of the
Contract.  Furthermore, Mr. Smith adds, the Settlement Agreement
will avoid future disputes and litigation concerning the
Contract.

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., 215/945-7000)


ENRON CORP: Wants Court to Approve East Bank Settlement Pact
------------------------------------------------------------
Enron Energy Services, Inc., and East Bank Club Venture were
parties to prepetition transactions for the sale of electric
energy and natural gas.  Pursuant to a Settlement Agreement
entered into between the Parties:

    (1) East Bank will pay EESI payments due under the
        transactions; and

    (2) EESI and East Bank will mutually release all their claims
        related to the transactions.

The Settlement Agreement also contemplates that each liability
scheduled by EESI related to East Bank will be deemed irrevocably
withdrawn, with prejudice, and to the extent applicable expunged
and disallowed in its entirety.

EESI asks the U.S. Bankruptcy Court for the Southern District of
New York to approve the Settlement Agreement.

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., 215/945-7000)


ESCHELON TELECOM: Reports Third Quarter Financial Results
---------------------------------------------------------
Eschelon Telecom, Inc., reported its results for the third quarter
ended September 30, 2005.  Highlights are:

   * completed $75 million initial public offering in August 2005
     and became the first competitive local exchange carrier to
     successfully complete an IPO in over five and a half years;

   * cash flow positive for the quarter after adjusting for IPO
     and senior note redemption;

   * record lines sold of 29,043;

   * low average monthly customer line churn at 1.20% during the
     quarter ended September 30, 2005;

   * continued strong revenue and Pro Forma Adjusted EBITDA of
     $57.9 million and $10.9 million;

   * redeemed 35% of outstanding senior second secured notes on
     September 15, 2005;

"I am pleased to report that we were cash flow positive for the
third quarter after adjusting for our IPO and our senior note
redemption," stated Richard A. Smith, Eschelon's President and
Chief Executive Officer.  "We also set record highs in line sales
and lows in customer line churn and we continue to gather
operating momentum after completing another quarter of solid
business plan execution."

Total revenues for the third quarter of 2005 were $57.9 million,
an increase of $1.0 million from the second quarter of 2005 and an
increase of $17.4 million from the third quarter of 2004.  The
increase from the second quarter was due to access line growth.
The increase from the third quarter of 2004 is primarily due to
the inclusion of ATI and, to a lesser extent, line growth.

Gross margin for the third quarter of 2005 was $33.1 million, an
increase of $5.3 million from the second quarter of 2005 and an
increase of $8.6 million from the third quarter of 2004.  The
increase from the second quarter is primarily due to the second
quarter including $4.7 million for the Global Crossing settlement.
The annual increase is due to the growth in revenue.  Pro
forma adjusted gross margin for the third quarter of 2005 was
$33.1 million, an increase of $0.5 million from the second quarter
of 2005 and an increase of $8.6 million from the third quarter of
2004, due to the growth in revenue.

Cash operating expenses for the third quarter of 2005 were
$22.4 million, a decrease of $0.7 million from the second quarter
of 2005 and an increase of $4.0 million from the third quarter of
2004.  The ATI acquisition was the primary cause for the annual
increase.  The decrease in the third quarter was primarily due to
a decline in fringe benefit expense resulting from lower
medical/dental claims.

Pro Forma Adjusted EBITDA for the third quarter of 2005 was
$10.9 million, an increase of $0.8 million from the second quarter
of 2005 and an increase of $4.8 million from the third quarter of
2004.  Pro Forma Adjusted EBITDA is a non-GAAP measure.

Capital expenditures for the third quarter of 2005 were
$8.7 million, a decrease of $0.8 million from the second quarter
of 2005 and an increase of $2.1 million from the third quarter of
2004.  The annual increase is due to the acquisition of ATI.
Capital expenditures typically fluctuate by quarter depending upon
timing of major equipment purchases.  The reported variance in the
third quarter is within a normal range.

Cash, restricted cash and available-for-sale securities at
September 30, 2005, were $30.8 million, an increase of
$8.8 million from the second quarter of 2005.  The increase in
cash from the second quarter of 2005 was primarily due to the net
proceeds from our initial public offering of common stock
completed in August 2005.

Eschelon Telecom, Inc., is a facilities-based competitive
communications services provider of voice and data services and
business telephone systems in 19 markets in the western United
States.  Headquartered in Minneapolis, Minnesota, the company
offers small and medium-sized businesses a comprehensive line of
telecommunications and Internet products.   Eschelon currently
employs approximately 1,134 telecommunications/Internet
professionals, serves over 50,000 business customers and has
approximately 400,000 access lines in service throughout its
markets in Minnesota, Arizona, Utah, Washington, Oregon, Colorado,
Nevada and California.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 5, 2005,
Standard & Poor's Ratings Services revised its outlook on
Minneapolis, Minnesota-based Eschelon Telecom Inc. to positive
from developing following the company's consummation of its
initial public offering, resulting in net proceeds of
$69.8 million, of which roughly $51 million will be used to
redeem the senior second secured notes due 2010.  Additionally,
$63 million of preferred stock will be converted to common shares.
All ratings, including the company's 'CCC+' corporate credit
rating, were affirmed.


EVERGREEN INT'L: Improved Financials Cues S&P to Lift Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Evergreen International Aviation Inc. to 'B-' from 'CCC'
and the senior unsecured debt rating to 'CCC+' from 'CCC-'.  Both
ratings were removed from CreditWatch, where they were placed with
positive implications on Oct. 14, 2005. The outlook is now stable.

The rating actions reflect Evergreen's somewhat improved financial
profile and Standard & Poor's expectation that favorable market
conditions will enable the company to sustain its stronger
financial position over the near to intermediate term.  The
McMinnville, Oregon-based company has about $340 million of
lease-adjusted debt.

"Increased earnings and cash flow resulting from healthy market
fundamentals and the receipt of $16.6 million in a lawsuit
involving Asiana Airlines have improved Evergreen's liquidity
position and financial profile sufficiently to warrant an
upgrade," said Standard & Poor's credit analyst Lisa Jenkins.
"Still, the rating is constrained by the company's continuing
heavy debt service requirements and exposure to competitive,
capital intensive, and cyclical end markets."

Evergreen derives the majority of its revenues and operating
profits from Evergreen International Airlines, its airfreight
transportation subsidiary.  The company also provides ground
logistics services, aircraft maintenance and repair services,
helicopter and small aircraft services, and aviation sales
and leasing.  Demand for most of Evergreen's services has been
healthy in recent months and is expected to remain so over the
near to intermediate term.

In particular, the airfreight business is benefiting from
continuing strong military demand and healthy commercial demand,
driven by U.S. imports from China.  Demand for airfreight services
is expected to remain solid over the near to intermediate term,
which should enable the company to sustain the improvement in
operating earnings.  These favorable market conditions have
enabled the company to significantly increase operating earnings
and cash flow in the first six months of fiscal 2006, compared
with the same period of fiscal 2005.

However, Evergreen continues to face significant debt service
requirements, which will continue to consume much of the company's
cash flow.  Credit risk is heightened by the cyclical and
competitive nature of the industry in which it competes, the
capital intensity of its airline operations, its private
ownership, which limits capital raising options, and its financial
history, which includes a payment default a number of years ago
and various subsequent covenant defaults.

Evergreen should benefit from continued healthy demand over the
near to intermediate term, which should enable it to sustain its
improved financial performance.  If this allows Evergreen to
reduce debt service requirements, the outlook could be revised to
positive.  Conversely, if earnings and cash flow come under
renewed pressure or if investments lead to a material increase in
debt or lease commitments, the outlook could be revised to
negative.


EXCELLIGENCE LEARNING: Must File Financials by Nov. 14 Says Nasdaq
------------------------------------------------------------------
Excelligence Learning Corporation (Nasdaq:LRNSE) reported that the
NASDAQ Listing Qualifications Panel has agreed to continue the
listing of the Company's securities on The NASDAQ SmallCap Market
provided that the Company files its quarterly report on Form 10-Q
for the three months ended June 30, 2005 and all restated
financial statements for prior periods on or before Nov. 14, 2005.

On Aug. 19, 2005, the Company said it had received notice from the
NASDAQ Listing Qualifications Staff that the Company's securities
were subject to potential delisting from The NASDAQ SmallCap
Market due to the Company's failure to file its quarterly report
on Form 10-Q for the three months ended June 30, 2005 on a timely
basis.  As permitted by NASDAQ rules, the Company appealed the
Staff's determination and was granted a hearing before the NASDAQ
Listing Qualifications Panel, in which the Company requested an
extension to file its quarterly report on Form 10-Q.

In connection with its decision to grant the Company's request for
a filing extension, the Panel has requested prompt notification of
any significant events that occur during the extension period.  To
maintain its listing, the Company must also demonstrate compliance
with all other continued listing requirements of The NASDAQ
SmallCap Market.

The Company is working diligently to complete its restated
financial statements and its delinquent quarterly report so that
its independent auditors may complete their associated audit and
review in order to allow the Company to make its filings as
quickly as possible, but the Company cannot guarantee that it will
be able to complete such filings by Nov. 14, 2005.  If the Company
is unable to file the required reports by such date, it would
likely request a further filing extension.  There can be no
guarantee that any such extension would be granted by the Panel.
If such an extension were to become necessary and were not
granted, the Company's securities could be delisted from The
NASDAQ SmallCap Market.

Headquartered in Monterey, California, Excelligence Learning
Corporation -- http://www.excelligencelearning.com/-- is a
developer, manufacturer and retailer of educational products which
are sold to child care programs, preschools, elementary schools
and consumers.  The Company serves early childhood professionals,
educators, and parents by providing quality educational products
and programs for children from infancy to 12 years of age.  With
its proprietary product offerings, a multi-channel distribution
strategy and extensive management expertise, the Company aims to
foster children's early childhood and elementary education.

The Company is composed of two business segments, Early Childhood
and Elementary School.  Through its Early Childhood segment, the
Company develops, markets and sells educational products through
multiple distribution channels primarily to early childhood
professionals and, to a lesser extent, consumers.  Through its
Elementary School segment, the Company sells school supplies and
other products specifically targeted for use by children in
kindergarten through sixth grade to elementary schools, teachers
and other education organizations.  Those parties then resell the
products either as a fundraising device for the benefit of a
particular school, student program or other community
organization, or as a service project to the school.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2005,
Excelligence Learning Corporation (Nasdaq:LRNSE) reported that, on
September 7, 2005, and upon the recommendation of management, its
Board of Directors concluded that the Company's previously issued
financial statements as of and for the year ended December 31,
2004 and the quarter ended March 31, 2005, should not be relied
upon and should be restated.  This conclusion was based on the
results of the previously announced internal investigation
initiated by the Company's Audit Committee to determine if the
Company improperly failed to record and accrue for certain
obligations for the period and fiscal year ended December 31,
2004.

                       Material Weakness

The circumstance of a restatement is a strong indicator that a
material weakness may have existed in the Company's internal
control over financial reporting.  Management is continuing to
evaluate whether there were one or more material weaknesses
related to the Company's restatements.


FLYI INC: Files Chapter 11 Petition to Restructure Aircraft Leases
------------------------------------------------------------------
FLYi, Inc., parent of low-fare airline Independence Air, reported
that the Company and its subsidiaries including Independence Air,
have filed voluntary petitions for reorganization under Chapter 11
of the U.S. Bankruptcy Code in order to restructure the company's
aircraft leases and other obligations to achieve necessary cost
savings.

                        Asset Sale

The company also said it will request court approval to engage in
a formal court-supervised auction process to seek outside
investors or purchasers it needs to continue its operations.  If
the process is successful, it is expected to be concluded within
the next sixty days.

Those who have expressed interest during previous discussions, as
well as new parties, will be invited to present their bids.
Bidders will be permitted to demonstrate their interest in
investing in the company, or to bid on all or portions of the
company's assets.  The company currently anticipates that it has
the financial resources to fund its obligations-including the
payment of employee wages and benefits-during the process.

As it undertakes the auction process, Independence Air plans to
continue serving customers, and to continue its flight schedules
in the ordinary course of business.  The company plans to honor
reservations and tickets on Independence Air and to allow its
1,000,000+ iCLUB(SM) members to continue to accrue and redeem
points on the airline with no restrictions.  The company has no
plans to make any additional changes to its operating schedule or
route map of destinations at this time.  Independence Air now
offers approximately 220 daily departures to 36 destinations.

"After careful consideration, we have concluded that a court-
supervised restructuring will allow us to complete our cost-
savings initiatives while seeking outside investors or purchasers,
and represents the best solution for Independence Air, our
customers, employees, creditors and the communities we serve,"
said Kerry Skeen, Chairman and CEO of FLYi, Inc.

Mr. Skeen added, "Since the launch of Independence Air almost 18
months ago, our employees have helped us achieve a remarkable
degree of customer service success and brand recognition while
operating in what has been described as the most challenging
economic environment in airline industry history, including record
high fuel prices and extreme revenue weakness.  These
circumstances have prevented us-and virtually all U.S. airlines-
from meeting financial goals.  We have already reduced operating
costs by undertaking a comprehensive operational restructuring.
We will continue that effort and move quickly to use the tools of
the Chapter 11 process to implement other changes that will allow
us to achieve an even more competitive cost structure to make us
more attractive to potential investors or purchasers."

                         Pay Cuts

As part of this cost-cutting effort, the company has announced it
is undertaking a process aimed at company-wide wage reductions.
Taking a leadership role, CEO Kerry Skeen has agreed to an
immediate 25% salary reduction on top of a 15% cut earlier this
year.  President and Chief Operating Officer Tom Moore will take a
20% cut, on top of an earlier 10% reduction.  Management and other
salaried employees will be subject to an immediate 5% pay
reduction.  The company has been engaging the leaders of its
unionized work groups-pilots, flight attendants and mechanics-in
an effort to enact changes to wage rates and work rules. It is
anticipated that an announcement on a tentative agreement with
both the flight attendants (AFA) and mechanics (AMFA) will be
released shortly.

Mr. Skeen concluded, "We want to once again offer our sincere
thanks to the seven million passengers who have flown with us so
far. Since we launched last summer, we have built a brand that
truly stands for something -- a very different style of service --
and our customers have been more than generous in their praise of
our people. As we work behind the scenes to address the company's
financial situation, we thank you for your continued support of
Independence Air at Washington Dulles and in all the communities
we serve. "

In conjunction with today's filing, Independence Air filed a
variety of "first day motions" to help ensure a smooth transition
into the Chapter 11 reorganization case.  During the auction
process, vendors, suppliers and other business partners will be
paid under normal terms for goods and services provided during the
reorganization.

Miller Buckfire and Co., LLC and ENA Advisors have been retained
as the company's financial advisors and Jones Day has been
retained as restructuring counsel. Gibson Dunn & Crutcher LLP
serves as the company's corporate counsel.

All FLYi, Inc. shareholders are advised that the likely outcome of
the company's Chapter 11 case is the cancellation of the company's
existing common stock without consideration, in which case FLYi
stock would have no value.  FLYi stock is highly speculative and
the company urges investors to use extreme caution in decisions
about the stock.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
Unrestricted cash as of the day of filing was $24.0 million.


FLYI INC: Case Summary & 40 Largest Unsecured Creditors
-------------------------------------------------------
Lead Debtor: FLYi, Inc.
             aka Atlantic Coast Airlines Holdings, Inc.
             45200 Business Court
             Dulles, Virginia 20166

Bankruptcy Case No.: 05-20011

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Independence Air, Inc.                     05-20012
      Atlantic Coast Jet, LLC                    05-20013
      Atlantic Coast Academy, Inc.               05-20014
      IA Sub, Inc.                               05-20015
      WaKeeney, Inc.                             05-20016
      Atlantic Coast Airlines, Inc.              05-20017

Type of Business: FLYi Inc. is the parent of Independence Air
                  Inc., a small airline based at Washington Dulles
                  International Airport.  Independence Air offers
                  low fares every day serving 38 destinations in
                  23 states in the Eastern, Midwestern and Western
                  United States, with 200 scheduled non-stop
                  flights system-wide every weekday with
                  comfortable leather seats and Tender Loving
                  Service(SM).  See http://www.flyi.com

Chapter 11 Petition Date: November 7, 2005

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Brendan Linehan Shannon, Esq.
                  M. Blake Cleary, Esq.
                  Matthew Barry Lunn, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, Delaware 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Financial Condition as of September 30, 2005:

      Total Assets: $378,500,000

      Total Debts:  $455,400,000

Consolidated List of Debtors' 40 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
U.S. Bank National Association   Convertible Notes  $125,000,000
Goodwin Square                   As Trustee
225 Asylum Street
Hartford, CT 06103

Export Development Canada        Aircraft Loans      $56,443,254
151 O'Connor
Ottawa, ON K1A1K3
Canada

HSH Nordbank AG                  Aircraft Loans      $19,507,071
Martensdamm 6
Kiel 24103
Germany

Canadian Regional                Aircraft Loan       $18,814,257
Aircraft Finance
Transaction No. 1 Limited
22 Greenville Street
Saint Helier, Jersey JE48PX
Channel Islands

Trident Turboprop (Dublin) Ltd.  Convertible Notes   $16,141,438
North Wall Quay                  Interest Bearing
Dublin 1, Dublin                 Notes/ Lease
Ireland                          Settlement Claims

1997-1 Pass Through Trusts       Aircraft Loans       $7,134,833
Manufactures & Traders Co.
25 S. Charles Street, 16th Floor
Baltimore, MD 21210

BAE Systems Regional             Convertible Notes    $5,000,000
Aircraft Inc.
Acting on its behalf & on behalf
Of its affiliate BAE Systems
(Operations) Limited
13850 McLearen Road
Herndon, VA 20171

FINOVA Capital Corp.             Convertible Notes    $4,459,208
4800 North Scottsdale Road
M/S 4W75
Scottsdale, AZ 85251

AVSA S.A.R.L.                    Interest Bearing     $3,750,000
2 Rond-Point Maurice Bellonte    Notes
Blagnac, 31700 France

BAE Systems Regional             Interest Bearing     $3,500,000
Aircraft Inc.                    Notes
Acting on its behalf & on behalf
Of its affiliate BAE Systems
(Operations) Limited
13850 McLearen Road
Herndon, VA 20171

Wachovia Bank NA                 Aircraft Rent        $2,414,913
401 South Tryon Street           Obligations
12th Floor, NC1179
Charlotte, NC 28288-5272

ING Lease (Ireland) B.V.         Aircraft Rent        $1,134,787
1325 Avenue of the Americas
New York, NY 10019

Erste Bank der Oesterreichischen Bank Loan              $652,891
Sparkassen AG, London Branch
68 Comhill
London EC3V 3QE
United Kingdom

SEQUA CORP.                      Maintenance Contract   $621,091
4430 Direct Drive
P.O. Box 200150
San Antonio, TX 78219

Stacy M. Platone                 Litigation Claim       $370,000
20415 Riverbend Square
Apartment 203
Sterling, VA 20165

Aircraft Protective Systems      Trade Payable          $159,947
APS, Inc.

U.S. Bank National Association   Trustee Fees           $150,494

America OnLine Inc.              Trade Payable          $140,238

Wachovia Bank NA                 Trustee Fees           $125,200

Pan Am                           Trade Payable          $123,213

Hillsborough County Aviation     Trade Payable          $116,857

U.S. Bank National Association   Aircraft Rent          $100,319
                                 Obligations

Greensville-Spartanburg          Airport Related        $100,162
                                 Charges

Treasurer of Allen County        Property Taxes          $90,003

Travelocity.com LLP              Trade Payable           $89,111

Avcraft Aerospace GMBH           Trade Payable           $82,000

Rockwell Collins Inc.            Trade Payable           $80,583

Citta, Inc.                      Trade Payable           $80,167

RDA Corporation                  Trade Payable           $79,228

Marion County Treasurer          Property Taxes          $73,819

Tangible Impact, Inc.            Trade Payable           $73,097

Tysons Corner Holding, LLC       Trade Payable           $69,996

Allied Signal Aerospace          Trade Payable           $68,881

Saint Joseph County Treasurer    Property Taxes          $65,928

Reebaire Services Inc.           Trade Payable           $60,381

New Media Strategies Inc.        Trade Payable           $53,332

Cisco Systems Capital Corp.      Trade Payable           $52,714

TravelZoo USA, Inc.              Trade Payable           $51,259

Avex Flight Support Inc.         Trade Payable           $48,305

FAA                              Government Obligations  Unknown


FLYI INC: S&P's Credit Rating Tumbles to D After Bankruptcy Filing
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on FLYi
Inc., including lowering the corporate credit rating to 'D' from
'CC.'  Ratings on pass-through certificates were also lowered and
remain on CreditWatch with negative implications.

"The rating actions follow the company's filing for Chapter 11
bankruptcy protection on Nov. 7, 2005," said Standard & Poor's
credit analyst Betsy Snyder.  "Over the next 60 days, the company
will seek outside investors in order to continue its operations,"
she continued.

Dulles, Virginia-based FLYi is the parent of Independence Air, a
small airline based at Washington Dulles International Airport.
Since its conversion to a low-cost airline in mid-2004, the
company's losses have been substantial after several profitable
years when it served as a feeder partner to United Air Lines Inc.
and Delta Air Lines Inc.

In the first half of 2005, the company lost $202 million after a
$192 million loss in 2004.  Its previously healthy unrestricted
cash position had eroded to only $24 million at the time of its
bankruptcy filing.  Absent new investment to support a
reorganization, the company will likely be liquidated.

In its bankruptcy filing, the company has indicated it will reject
all eight J41 aircraft financed through pass-through trust series
1997-1A-C.  The other six aircraft included in this pass-through
trust series are CRJ-200 models. Series A noteholders will likely
receive substantial, but less than full, recovery on their
investment.

However, it is very unlikely that series B and C noteholders will
receive anything.  Recent developments in the 50-seat regional jet
aircraft market have resulted in an oversupply of this size of
aircraft, which has led to the announced cessation of production
in 2006 by Bombardier.

In addition, recovery will also be reduced by interest payments
expected to be made to noteholders from the dedicated liquidity
facility and costs associated with repossession of the aircraft.


GARDEN STATE: Court Extends Plan Filing Period to Jan. 5
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
the period within which Garden State MRI Corporation may file a
plan of reorganization until Jan. 5, 2006.  The Debtor may solicit
acceptances to that plan until March 6, 2005.

The Debtor sought the extension to continue good-faith
negotiations to resolve issues facing its estate.

Headquartered in Vineland, New Jersey, Garden State MRI
Corporation, dba Eastlantic Diagnostic Institute --
http://www.eastlanticdiagnostic.com/-- operates an out-patient
imaging and radiology facility.  The Company filed for chapter 11
protection on June 9, 2005 (Bankr. D. N.J. Case No. 05-29214).
Arthur Abramowitz, Esq. and Jerrold N. Poslusny, Jr., Esq., at
Cozen O'Connor, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 and estimated debts between
$10 million to $50 million.


G0LDSTAR EMERGENCY: J. Patrick Magill Approved as Interim CEO
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas gave
Goldstar Emergency Medical Services, Inc., and its debtor-
affiliates permission to employ and appoint J. Patrick Magill of
MCR Capital Advisors Corporation as their interim Chief Executive
Officer.

Mr. Magill will:

   1) manage corporate activities, including the development of
      strategic and tactical business plans and processes, control
      of cash and commitments for expenditures;

   2) review historical financial statements, cash flow analysis,
      accounts receivables, accounts payable, inventory and
      related sales and financial projections;

   3) assist the Debtors in preparing and conducting negotiations
      with creditors, landlords, the IRS, prospective purchasers,
      and regulatory agencies;

   4) assist in preparing and analyzing any chapter 11 plans and
      disclosure statements and analyzing potential sale or
      partition of the Debtors;

   5) provide expert testimony and assist in lawsuits or adversary
      proceedings; and

   6) assist the Debtors with other matters connected with their
      reorganization efforts as the management or counsel for the
      Debtors may request.

Besides Mr. Magill, Arthur C. Rice and Thomas A. Colvin of MCR
Capital will also provide services to the Debtor.  Messrs. Magill,
Rice and Colvin will each charge $175 per hour for their services,
plus reimbursement of necessary out-of-pocket expenses.

Mr. Magill reports that fees of MCR Capital will be capped at
$25,000 per month.

The Debtors assure the Bankruptcy Court that Mr. Magill and MCR
Capital does not hold any interest adverse to their estates and
are "disinterested persons" as that term is defined in section
101(14) of the Bankruptcy Court.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
Emergency and its debtor-affiliates filed for chapter 11
protection on April 25, 2005 (Bankr. S.D. Tex. Lead Case No. 05-
36446).  Goldstar staffs Mobile Intensive Care capable ambulances,
which are supplied and stocked with the most technologically
advanced equipment available such as automatic vehicle locators,
electronic data collection devices, Zoll Biphasic M series
monitors and a host of other premier medical products.  Edward L
Rothberg, Esq., and Melissa Anne Haselden, Esq., at Weycer Kaplan
Pulaski & Zuber represent the Debtors in their restructuring
efforts.  When the Debtors filed for chapter 11 protection, they
estimated between $10 million to $50 million in assets and debts.


G0LDSTAR EMERGENCY: Court Denies Exclusive Periods Extension
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
denied Goldstar Emergency Medical Services, Inc., and its debtor-
affiliates' request to extend their exclusive periods to file a
chapter 11 plan and to solicit acceptances of that plan.  The
Debtors wanted their exclusive filing period extended to Dec. 31,
2005, and their exclusive solicitation period extended to March 1,
2006.

As a result, the Debtors' exclusive filing period expired on
October 24, 2005.

The Debtors and their counsel, Melissa Anne Haselden, Esq., at
Weycer Kaplan Pulaski & Zuber, told the Court that the extension
of the Debtors' exclusive periods was necessary in light of the
devastation caused by hurricanes Katrina and Rita in the state of
Texas where they operate.

But the despite the arguments and the evidence presented by the
Debtors, the Court found no merit to grant the Debtors' request.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
Emergency and its debtor-affiliates filed for chapter 11
protection on April 25, 2005 (Bankr. S.D. Tex. Lead Case No. 05-
36446).  Goldstar staffs Mobile Intensive Care capable ambulances,
which are supplied and stocked with the most technologically
advanced equipment available such as automatic vehicle locators,
electronic data collection devices, Zoll Biphasic M series
monitors and a host of other premier medical products.  Edward L
Rothberg, Esq., and Melissa Anne Haselden, Esq., at Weycer Kaplan
Pulaski & Zuber represent the Debtors in their restructuring
efforts.  When the Debtors filed for chapter 11 protection, they
estimated between $10 million to $50 million in assets and debts.


GREENBRIER COMPANIES: Reports Results for Fiscal Fourth Quarter
---------------------------------------------------------------
The Greenbrier Companies (NYSE: GBX) reported that net earnings
for the fiscal fourth quarter and fiscal year ended August 31,
2005, were $10.6 million, up 33% from the $8.0 million in the
fourth quarter of fiscal 2004.

The Company reported revenues grew by 31% to $265 million in the
fourth quarter of fiscal 2005, compared with $202 million in the
fourth quarter of fiscal 2004.

For the full fiscal 2005, the Company reported net earnings were a
record $29.8 million, up 43% from $20.8 million in fiscal 2004.

Greenbrier reported that revenues grew to a record $1 billion for
the full fiscal 2005, up 40% from $729 million in fiscal 2004.

EBITDA for fiscal 2005 was $88 million, compared to $62 million in
2004.

"Fiscal 2005 was a very successful year for the Company, marked by
numerous financial, strategic and corporate governance
accomplishments," William A. Furman, president and chief executive
officer, said.  "Our backlog coupled with railroad industry
fundamentals provides good financial visibility for 2006 and into
2007."

                      Business Ventures

During 2005, the Company increased the public float in its stock
and simplified its capital structure.  This objective was achieved
through a secondary stock offering, issuance of $175 million of
senior unsecured notes, and a new $150 million revolving credit
facility.

Greenbrier acquired the remaining 50% interest in its joint
venture to build freight cars in Sahagun, Mexico and took over
day-to-day management of the operations.  The financial
performance of this operation has improved dramatically under
Greenbrier's control.

The Company expanded global supply chain initiatives through a
strategic alliance with Zhuzhou Rolling Stock Works, part of China
South Rail, the largest freight car manufacturer in China.
Through ZRSW and other global suppliers, the Company continues to
drive down its manufacturing costs, increase throughput, and
identify commercial collaboration opportunities in China and
elsewhere.

Greenbrier entered into an agreement with Babcock & Brown Rail
Management LLC to jointly acquire and lease railcars for the
North American market.

                     Independent Board Members

The Company met its goal of having a majority of independent Board
members well before the statutory requirement of December 31,
2005.  Ambassador Charles Swindells was added to the Board as an
independent director.  Five of the eight Board members are
independent under the definition of the New York Stock Exchange.

The Greenbrier Companies -- http://www.gbrx.com/-- headquartered
in Lake Oswego, Oregon, is a leading supplier of transportation
equipment and services to the railroad industry.  In addition to
building new railroad freight cars in the U.S., Canada, and Mexico
and to repairing and refurbishing freight cars and wheels at 17
locations across North America, Greenbrier builds new railroad
freight cars and refurbishes freight cars for the European market
through both its operations in Poland and various subcontractor
facilities throughout Europe.  Greenbrier owns approximately
10,000 railcars, and performs management services for
approximately 129,000 railcars.

                          *     *     *

Standard & Poor's Ratings Services rated the Company's 8-3/8%
Senior Notes due 2015 at B+.


HIGHLANDERS ALLOYS: Court Extends Plan Filing Period to Jan. 22
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia extended, through and including Jan. 22, 2005, the time
within which Highlanders Alloys, LLC, has the exclusive right to
file a chapter 11 plan.  The Debtor also retains the exclusive
right to solicit acceptances of that plan from its creditors
through March 23, 2005.

The Debtor explains that it has been diligently pursuing a sale of
its business as a going concern and has made substantial progress
toward a potential sale.  The interested potential purchaser is
fully capable of completing the sale and has engaged in earnest
negotiations for that sale.

In anticipation of a sale of the business as a going concern and
in order to propose a feasible plan of reorganization, the Debtor
needs additional time to bring its recommenced operations fully up
to speed and to complete its sale negotiations.

The Debtor adds that the extension will enable the Debtor to
continue to pursue the sale negotiations without distractions
while formulating a feasible chapter 11 plan.

Headquartered in New Haven, West Virginia, Highlanders Alloys,
LLC, manufactures silicon manganese alloys for the steel and
automotive industries.  The Company and its debtor-affiliate filed
for chapter 11 protection on May 27, 2005 (Bankr. S.D. W.Va. Case
No. 05-30516).  John Patrick Lacher, Esq., and Robert O. Lampl,
Esq., at Law Offices of Robert O. Lampl, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated total assets and
debts of $1 million to $10 million.


INTERSTATE BAKERIES: Fishlowitz Class Holds $6-Mil Unsecured Claim
------------------------------------------------------------------
Paul M. Hoffmann, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, relates that Mitchell Fishlowitz is the
representative of a putative class captioned Fishlowitz, et al.,
etc. v. Interstate Brands Corporation, Inc., Case No. CV03-9585
RGK (JWJx), which is currently pending in the United States
District Court for the Central District of California.

The Fishlowitz Class, which is composed of Interstate Brands'
former and current employees, asserted claims against the company
based on violations of federal and California laws.  Interstate
Brands has denied the Fishlowitz Class' allegations and contested
their claims.

On Feb. 16, 2005, Mr. Fishlowitz asked the Bankruptcy Court to
lift the automatic to allow the California Court Action to
continue against the Debtors and non-debtor codefendants.

On March 18, 2005, Mr. Fishlowitz's counsel filed Claim Nos. 7443
and 7447 in the Debtors' Chapter 11 cases, on behalf of Mr.
Fishlowitz and of other members of the general public similarly
situated.  Additionally, 327 of the members of the purported
1,984-person class filed individual claims.

As of Sept. 9, 2005, the California Court has not certified the
Fishlowitz Action as a class action in accordance with Rule 23(c)
of the Federal Rules of Civil Procedure.  Nevertheless, Mr.
Fishlowitz filed the two claims on behalf of the Fishlowitz Class
as a purported class.

On Aug. 24, 2005, the parties engaged in mediation before Judge
Federman of the United States Bankruptcy Court for the Western
District of Missouri.  During the course of mediation, the
parties reached an agreement in principal on the economic terms
of a settlement of the Fishlowitz Action.

To avoid the expense, delay, and uncertainty of litigation, the
parties agreed that:

    (a) The Fishlowitz Class will be collectively allowed a
        $6,000,000 general, prepetition, unsecured claim,
        subject to a final order from the California Court
        authorizing and approving the Settlement Agreement;

    (b) The Debtors will pay the Fishlowitz Class $2,000,000, as
        an administrative expense claim;

    (c) The Allowed Claims and Payments will constitute the total
        amount of allowances or payments to be made by the Debtors
        to the Fishlowitz Class;

    (d) The Fishlowitz Class will waive its claim to entitlement
        of postpetition interest on the $6,000,000 Allowed Claim
        for the period after the Petition Date through the date of
        the preliminary approval of the Settlement Agreement in
        the Fishlowitz Action.  However, the parties are free to
        argue regarding the accrual and payment of postpetition
        interest attributable to time periods after the
        Preliminary Approval Date;

    (e) The $6,000,000 Allowed Claim will be one class claim that
        is entitled to one vote with respect to any plan of
        reorganization proposed in the Debtors' Chapter 11 cases;

    (f) The Debtors and their affiliated parties will receive full
        and complete releases from each member of the Salesperson
        Class;

    (g) Released Parties will receive full and complete releases
        from each member of the Uniform Class;

    (h) The Fishlowitz Class agrees to the dismissal of the
        Fishlowitz Action, with prejudice, upon entry of the Final
        Order;

    (i) All of the Fishlowitz Class claims that were filed against
        the Debtors will be deemed withdrawn, with prejudice, upon
        the occurrence of the Final Order Date except to the
        extent that they deal with matters other than the Released
        Claims or to the extent that the Claimants opt out of the
        Class; and

    (j) Mr. Fishlowitz and his assigns will release the Released
        Parties to the fullest extent possible, including a waiver
        pursuant to Section 1542 of the Civil Code.

Accordingly, the Debtors ask the Court to:

    (1) modify the automatic stay to allow them to proceed in the
        Fishlowitz Action for the purpose of conducting a fairness
        hearing and seeking approval for and implementation of the
        Settlement Agreement;

    (2) approve their Settlement Agreement with the Fishlowitz
        Class; and

    (3) conditionally approve a $6,000,000 unsecured class claim
        and a $2,000,000 administrative class claim in favor of
        the Fishlowitz Class members.

                        *     *     *

The Court approves the Debtors' request.

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: Selling Chicago Property for $7 Million
------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Western District of Missouri's
authority to sell their real estate property at 1301 West Diversey
Parkway, in Chicago, Illinois, to 1301 West Diversey, LLC, an
Illinois limited liability company, for $7,000,000, subject to
higher or otherwise better offers.

The Chicago Property includes approximately 1.3 acres of land
with a 33,107-square foot building that the Debtors currently use
for the operation of a depot and a thrift store.

Thus, the Debtors also want the sale of the Chicago Property to
be subject to a lease of the Property for up to one year by the
Successful Bidder to the Debtors to enable the Debtors to
continue operating the depot and thrift store on the Property
while they continue to evaluate their business operations in
Chicago and search for other more suitable and cost-efficient
space.

A joint venture composed of Hilco Industrial, LLC, and Hilco Real
Estate, LLC, serves as the Debtors' broker with respect to the
Chicago Property.

The Debtors, in conjunction with their legal and financial
advisors and Hilco, determined that the sale agreement proposed
by West Diversey represents the best offer for the Chicago
Property.

The Proposed Sale Agreement between the Debtors and West Diversey
further provides that:

A. Escrow Deposit

   West Diversey has already deposited $700,000 in escrow.

B. Closing

   The Closing will occur within five business days of Court
   approval of the Proposed Sale Agreement subject to the payment
   of the Purchase Price.

C. Lease

   West Diversey agrees to lease the Chicago Property to the
   Debtors for one year, subject to the Debtors' right and
   ability to terminate the Lease at any time upon 30 days prior
   notice.

   Monthly gross rent under the Lease is $19,312, provided that
   the Debtors are responsible for payment of utilities and
   repairs to the Property, while West Diversey is responsible
   for the payment of real property taxes.

D. Title & Condition of Property

   The Debtors will deliver good and marketable fee simple title
   to the Land and Improvements, free ad clear of liens, other
   than Permitted Exceptions, including the Lease.

   The Property is being sold "as-is, where-is," with no
   representations or warranties, reasonable wear and tear and
   casualty and condemnation excepted.

   West Diversey is assuming all environmental liabilities of the
   remediation program that is currently ongoing on the Property.

To maximize the value realized by their Chapter 11 estates from
the sale of the Chicago Property, the Debtors will continue to
seek and solicit bids that are higher or otherwise better than
the offer submitted by West Diversey.

The Debtors have agreed to provide Bid Protections to West
Diversey in the form of a termination fee equal to $140,000 or 2%
of the Purchase Price.  The Debtors will also pay reasonable and
documented expense reimbursement of up to $50,000 to West
Diversey.

                         Illinois Responds

The Illinois Department of Revenue; the County of Cook, Illinois;
and the City of Chicago object to the Debtors' request to the
extent it seeks a declaratory judgment that the proposed sale is
exempt from stamp and similar taxes pursuant to Section 1146(c)
of the Bankruptcy Code.

The Illinois Parties assert that the exemption does not apply to
pre-confirmation sales.  They further note that the Section
1146(c) exemption extends only to "stamp and similar taxes"
imposed on the making or delivery of an instrument of transfer.

The Illinois Parties, therefore, ask the Court to deny the
Debtors' request to the extent the Debtors:

    (i) seek to extend the exemption to additional taxes beyond
        "stamp and similar taxes"; and

   (ii) attempt to extend the exemption to include conveyance
        fees, recording fees, costs and expenses.

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 Walk Away From 13 Burdensome Leases
-----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates  have
determined that 13 unexpired non-residential real property leases:

    -- constitute an unnecessary drain on their cash flow;

    -- are unnecessary to their ongoing operations and business;

    -- are not a source of potential value for their future
       operations, creditors and interest holders; and

    -- do not have any marketable value beneficial to their
       Chapter 11 estates.

The Debtors seek the U.S. Bankruptcy Court for the Western
District of Missouri's authority to reject the 13 Real
Property Leases effective as of Nov. 9, 2005, to reduce their
postpetition administrative costs:

    Landlord                  Location                Lease Date
    --------                  --------                ----------
    Downtown LLC              216 East Santa Fe,      03/16/1982
                              Olathe, Kansas

    The Palms Investment      15602 North 35th Ave.,  03/04/1987
    Group, LLC                Phoenix, Arizona

    Nuccitelli Investments    1605 Old Bayshore       06/22/1990
                              Highway, San Jose,
                              California

    Far East Foods, Inc.      140 North Barrington    10/25/1991
    d/b/a Barrington          Road, Streamwood,
    Meadows Shopping          Illinois
    Center

    Hoerth Storage            56 Halbach Court Fond   02/18/1992
                              du Lac, Wisconsin

    George Kingston           7882 North Main St.,    04/01/1992
                              Jonesboro, Georgia

    Villa North LLC           815 North Main Street,  12/15/1992
                              Bluffton, Indiana

    Waterfall Shopping        610 North Alma School   01/21/1993
    Center, Inc.              Road, Chandler,
                              Arizona

    David Collette            277 Jefferson Ave.,     08/01/1993
                              Pocatello, Idaho

    Hedgeapple Management     1812 South Highway 54,  05/28/1998
                              Eldon, Missouri

    Soldier Field Plaza,      808 South Broadway,     11/14/2001
    LLP                       Rochester, Minnesota

    Division Street           527 West Grant Street   02/01/2003
    Associates                (Bay 8), Orlando,
                              Florida

    A.G. Bogen Company        620 West 58th Street,   12/04/2003
                              Minneapolis, Minnesota

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)


JP MORGAN: Fitch Puts Low-B Ratings on $27.5 Mil. Cert. Classes
---------------------------------------------------------------
Fitch Ratings has assigned these ratings to J.P. Morgan Mortgage
Acquisition Corp.'s asset-backed pass-through certificates, series
2005-WMC1, which closed on Oct. 27, 2005:

     -- $1.098 billion classes A-1 through A-4 'AAA';
     -- $55.74 million class M-1 'AA+';
     -- $49.95 million class M-2 'AA';
     -- $29.68 million class M-3 'AA-';
     -- $26.79 million class M-4 'A+';
     -- $25.34 million class M-5 'A';
     -- $23.17 million class M-6 'A-';
     -- $20.99 million class M-7 'BBB+';
     -- $18.10 million class M-8 'BBB';
     -- $18.10 million class M-9 'BBB-'.
     -- $13.75 million privately offered class M-10 'BB+'
     -- $13.75 million privately offered class M-11 'BB'.

The 'AAA' rating on the senior certificates reflects the 24.15%
total credit enhancement provided by the 3.85% class M-1, 3.45%
class M-2, 2.05% class M-3, 1.85% class M-4, 1.75% class M-5,
1.60% class M-6, 1.45% class M-7, 1.25% class M-8, 1.25% M-9,
0.95% privately offered class M-10, 0.95% privately offered class
M-11 and initial and target overcollateralization of 3.75%.  All
certificates have the benefit of monthly excess cash flow to
absorb losses.

In addition, the ratings reflect the quality of the loans, the
integrity of the transaction's legal structure as well as the
capabilities of J.P. Morgan Chase as servicer, U.S. Bank National
Association as trustee and JPMorgan Chase Bank as securities
administrator.

The certificates are supported by two collateral groups.  Group I
consist of mortgage loans with principal balances conform to
Fannie Mae and Freddie Mac guidelines.  Group II consists of all
other remaining mortgage loans.  The group I mortgage pool
consists of adjustable-rate and fixed-rate, first and second lien
mortgage loans with a cut-off date pool balance of $532,588,419.
Approximately 15.79% of the mortgage loans are fixed-rate mortgage
loans, 84.24% are adjustable-rate mortgage loans and 8% are second
lien mortgage loans.  The weighted average loan rate is
approximately 7.095%.  The weighted average remaining term to
maturity is 340 months.  The average principal balance of the
loans is approximately $154,284.  The weighted average combined
loan-to-value ratio is 81.62%.  The properties are primarily
located in California, Florida and Maryland.

The group II mortgage pool consists of adjustable-rate and
fixed-rate, first and second lien mortgage loans with a cut-off
date pool balance of $915,323,728.  Approximately 19.47% of the
mortgage loans are fixed-rate mortgage loans, 80.53% are
adjustable-rate mortgage loans and 12.11% are second lien mortgage
loans.  The weighted average loan rate is approximately 7.153%.
The WAM is 334 months.  The average principal balance of the loans
is approximately $218,454.  The weighted average CLTV is 82.88%.
The properties are primarily located in California, New York and
Florida.

WMC is a mortgage banking company incorporated in the State of
California.  WMC was owned by a subsidiary of Weyerhaeuser Company
until May 1997 when it was sold to WMC Finance Co., a company
owned principally by affiliates of Apollo Management, L.P., a
private investment firm.  On June 14, 2004, GE Consumer Finance
acquired WMC Finance Co.  As of March 2000, WMC changed its
business model to underwrite and process 100% of its loans on the
internet via "WMC Direct".

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


KAISER ALUMINUM: Names Post-Emergence Board of Directors
--------------------------------------------------------
Kaiser Aluminum reported it has selected the individuals who will
serve as directors of the company after it emerges from Chapter 11
in early 2006.  The new board -- which consists of labor leaders;
finance, accounting and governance professionals; and leaders with
experience in metals, energy, aerospace, engineering and
manufacturing industries -- was selected by a committee of
advisors including management and representatives of principal
creditor interests in the Chapter 11 case.

Upon emergence from Chapter 11, members of the Kaiser Aluminum
board will include:

    * George Becker,
    * Carl Frankel,
    * Teresa Hopp,
    * Bill Murdy,
    * Al Osborne,
    * Georganne Proctor,
    * Jack Quinn,
    * Tom Van Leeuwen, and
    * Brett Wilcox.

Jack Hockema, president and CEO of Kaiser Aluminum, will serve as
chairman of the new board.

"This outstanding slate of leaders who will serve as our post-
emergence directors represents another critical step toward
building our future as a new, financially strong company with an
efficient and flexible operating structure, excellent quality
products and a loyal, growing customer base," said Mr. Hockema.
"These men and women will offer invaluable guidance and oversight
to the company as it continues to compete and grow as a world-
class producer of high-quality aluminum products following
emergence from Chapter 11."

"The post-emergence board will be comprised of a unique set of
individuals, each with significant knowledge and experience in
areas critical to the success of Kaiser Aluminum," said Lisa
Beckerman, chair of the board selection committee and legal
advisor to the Unsecured Creditors Committee in the Chapter 11
case.  "Although they come from diverse backgrounds representing
top organizations in their respective fields, these future board
members share in a vision for the future of this company and its
goals for growth and success."

George Becker served two terms as president of the United Steel
Workers of America international and served in many other roles
with the USW for over forty years.  Now retired, Mr. Becker is
currently chairman of the labor advisory committee to the U.S.
Trade Representative and the Department of Labor, appointed by
President Bill Clinton and reappointed by President George W.
Bush.  Mr. Becker is also a member of the U.S.-China Economic &
Security Review Commission chartered by Congress to study and
report on a wide range of issues.  Previously, Mr. Becker served
as an AFL-CIO vice president, chairing the AFL-CIO Executive
Council's key economic policy committee.  During that time, Mr.
Becker was an executive member of the International Metalworkers
Federation and chairman of the World Rubber Council of the
International Federation of Chemical, Energy, Mine and General
Workers' Unions.  Mr. Becker also served two terms as the USWA
International Vice President for Administration.

Carl B. Frankel currently serves as a union-nominated member of
LTV Steel Corporation's corporate board of directors and a member
of the board of directors of Us TOO, a prostate cancer support and
advocacy organization.  Previously, Mr. Frankel was general
counsel to the United Steel Workers of America.  Prior to this
tenure, Mr. Frankel was associate general counsel to the USWA for
twenty-nine years.  From 1987 through 1999, Mr. Frankel served at
the staff level of the Collective Bargaining Forum, a government-
sponsored tripartite committee consisting of government, union and
employer representatives designed to improve labor relations in
the United States.  Mr. Frankel is an elected fellow of the
College of Labor and Employment Lawyers and a published author of
several articles.  Mr. Frankel has also earned the Sustained
Superior Performance Award from the NLRB and the Outstanding
Performance Award from the NLRB.  Mr. Frankel earned a Bachelor's
degree and Juris Doctorate from the University of Chicago.

Teresa A. Hopp is a board member and audit committee chair for On
Assignment, Inc. in Calabasas, California, where she is
responsible for oversight of Sarbanes-Oxley compliance.  Ms. Hopp
previously served as chief financial officer for Western Digital
Corporation.  Prior to joining Western Digital Corporation, Ms.
Hopp served as an audit partner for Ernst & Young LLP where she
managed audit department resource planning and scheduling, and
served as internal education director and information systems
audit and security director.  Ms. Hopp graduated summa cum laude
from the California State University, Fullerton, with a Bachelor's
degree in Business Administration.

William F. Murdy is chairman and chief executive officer of
Comfort Systems USA. Previously, he served as interim president
and chief executive officer of Club Quarters; chairman, president,
and chief executive officer of Landcare USA, Inc.  Mr. Murdy has
also served as president and chief executive officer of General
Investment & Development in Boston, Massachusetts, and as
president and managing general partner with Morgan Stanley Venture
Capital, Inc.  Previously, Mr. Murdy served as senior vice
president-Petroleum Operations at Pacific Resources, Inc.  Mr.
Murdy's current directorships also include UIL Holdings.  Mr.
Murdy holds a Bachelor of Science degree in Engineering from the
U.S. Military Academy, West Point, and a Master's degree in
Business Administration from the Harvard Business School.

Alfred E. Osborne, Jr., Ph.D. currently holds several leadership
positions and since 2002 has been senior associate dean at the
University of California at Los Angeles' Anderson School of
Management.  Since 1987, Mr. Osborne has been director, and more
recently faculty director, of the Harold & Pauline Price Center
for Entrepreneurial Studies.  Mr. Osborne also has served as
associate professor of Global Economics and Management, and
faculty director of The Head Start Johnson & Johnson Management
Fellows Program.  Previously, Mr. Osborne held various
administrative posts at UCLA, including terms as chairman of the
Business Economics faculty and director of the MBA program.  In
addition, Dr. Osborne is a trustee of the WM Group of Funds and
holds several corporate directorships, including Nordstrom, K2
Sports, EMAK WorldWide and FPA's Capital, Crescent and New Income
Funds.  Mr. Osborne holds a Doctorate degree in Business
Economics, a Master's degree in Business Administration, a Master
of Arts degree in Economics and a Bachelor's degree in Electrical
Engineering from Stanford University.

Georganne C. Proctor served from February 2003 to April 2005 as
executive vice president of Finance for Golden West Financial
Corporation, the holding company of World Savings Bank, the second
largest U.S. thrift behind Washington Mutual.  From 1994 through
2002, Mrs. Proctor was senior vice president, chief financial
officer and a member of the board of directors for Bechtel Group,
Inc.; and also served in several other financial positions with
the Bechtel Group from 1982-1991.  From 1991-1994, Ms. Proctor
served with Walt Disney Company as director of Project & Division
Finance of Walt Disney Imagineering and director of Finance &
Accounting for Buena Vista Home Video, International.  Mrs.
Proctor holds a Master's degree in Business Administration from
the California State University, Hayward, and a Bachelor's degree
in Business Administration from the University of South Dakota.

Former United States Representative Jack Quinn became president of
Cassidy & Associates after serving in Congress for twelve years.
Mr. Quinn assists clients to promote policy and appropriations
objectives in Washington, D.C. with a focus on transportation,
aviation, railroad, highway, infrastructure, corporate and
industry clients.  Recently, Mr. Quinn was elected to trustee of
the AFL-CIO Housing Investment Trust.  While in Congress, Mr.
Quinn was chairman of the Transportation and Infrastructure
Subcommittee on Railroads.  Mr. Quinn was also a senior member of
the Transportation Subcommittees on Aviation and Highways and Mass
Transit. In addition, Mr. Quinn was chairman of the Executive
Committee in the Congressional Steel Caucus.  Prior to his
election to Congress, Congressman Quinn served as supervisor of
the town of Hamburg, New York.  Mr. Quinn received a Bachelor's
degree from Siena College in Loudonville, New York, and a Master's
degree from the State University of New York, Buffalo.  Mr. Quinn
received honorary Doctorate of Law degrees from Medaille College
and Siena College.  Mr. Quinn is also a certified school district
superintendent through the New York State Education Department.

Thomas M. Van Leeuwen, CFA, has served as a director in the equity
research departments for both Credit Suisse First Boston and
Deutsche Bank Securities, two of the world's leading international
financial service providers. Prior to that, Mr. Van Leeuwen was
first vice president of equity research with Lehman Brothers.  Mr.
Van Leeuwen held the position of research analyst with Sanford C.
Bernstein & Co., Inc., and systems analyst with The Procter &
Gamble Company.  Mr. Van Leeuwen holds a Master's degree in
Business Administration from the Harvard Business School and a
Bachelor of Science degree in Operations Research and Industrial
Engineering from Cornell University.

Brett Wilcox is a consultant or board member to a number of metals
and energy companies. He previously was chief executive officer of
Golden Northwest Aluminum, Inc., and manager of Northwest Energy
Development, LLC.  Mr. Wilcox also served as executive director of
Direct Service Industries, Inc., a trade association of large
aluminum and other energy-intensive companies, and as an attorney
with Preston, Ellis and Gates in Seattle, Washington.  Mr. Wilcox
was vice chairman of the Oregon Progress Board and a member of the
governors' comprehensive review of the Northwest Regional Power
System.  Mr. Wilcox has also served on the Oregon governor's task
forces on the structure and efficiency of state government,
employee benefits and compensation, and government performance and
accountability. Mr. Wilcox received a Bachelor's degree from the
Woodrow Wilson School of Public and International Affairs at
Princeton University and a Juris Doctorate from Stanford Law
School.

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


LB-UBS COMMERCIAL: Fitch Puts Low-B Ratings on $38MM Cert. Classes
------------------------------------------------------------------
LB-UBS Commercial Mortgage Trust 2005-C5 commercial mortgage
pass-through certificates are rated by Fitch Ratings:

     -- $100,000,000 class A-1 'AAA';
     -- $345,000,000 class A-2 'AAA';
     -- $48,000,000 class A-3 'AAA';
     -- $126,000,000 class A-AB 'AAA';
     -- $847,849,000 class A-4 'AAA';
     -- $170,185,000 class A-1A 'AAA';
     -- $233,862,000 class A-M 'AAA';
     -- $195,859,000 class A-J 'AAA';
     -- $14,154,000 class B 'AA+';
     -- $35,197,000 class C 'AA';
     -- $29,332,000 class D 'AA-';
     -- $23,465,000 class E 'A+';
     -- $23,465,000 class F 'A';
     -- $2,144,814,000 class X-CP* 'AAA';
     -- $2,338,620,305 class X-CL* 'AAA';
     -- $26,398,000 class G 'A-';
     -- $17,539,000 class H 'BBB+';
     -- $17,540,000 class J 'BBB';
     -- $23,386,000 class K 'BBB-';
     -- $8,770,000 class L 'BB+';
     -- $11,693,000 class M 'BB';
     -- $2,923,000 class N 'BB-';
     -- $2,924,000 class P 'B+';
     -- $5,846,000 class Q 'B';
     -- $5,847,000 class S 'B-';
     -- $23,386,305 class T 'NR';
     -- $1,012,000 class CM-1** 'AA';
     -- $5,038,000 class CM-2** 'A';
     -- $956,000 class CM-3** 'A-';
     -- $2,994,000 class CM-4** 'BBB'
     -- $3,905,000 class SP-1** 'NR';
     -- $12,719,000 class SP-2** 'NR';
     -- $12,378,000 class SP-3** 'NR';
     -- $3,919,000 class SP-4** 'NR'.
     -- $7,839,000 class SP-5** 'NR';
     -- $8,818,000 class SP-6** 'NR';
     -- $13,422,000 class SP-7** 'NR'.

              *  Notional Amount and Interest Only.
              ** Non-pooled classes

Classes A-1, A-2, A-3, A-4, A-AB, A-1A, A-M, A-J, X-CP, B, C, D,
E, and F are offered publicly, while classes X-CL, G, H, J, K, L,
M, N, P, Q, S, T, CM-1, CM-2, CM-3, CM-4, SP-1, SP-2, SP-3, SP-4,
SP-5, SP-6, and SP-7 are privately placed pursuant to rule 144A of
the Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 134
fixed-rate loans having an aggregate principal balance of
approximately $2,338,620,305 as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the Report titled 'LB-UBS Commercial Mortgage Trust 2005-C7' dated
Oct. 19, 2005, available on the Fitch Ratings Web site at
http://www.fitchratings.com/


LIBERTY FIBERS: List of 20 Largest Unsecured Creditors
------------------------------------------------------
Liberty Fibers Corporation submitted a list of its 20 Largest
Unsecured Creditors to the U.S. Bankruptcy Court for the Eastern
District of Tennessee:

    Entity                    Nature of Claim       Claim Amount
    ------                    ---------------       ------------
Georgia Gulf Corporation      Trade Debt                $520,269
P.O. Box 629
Plaquemine, LA 70764

Hills Fuel Company            Trade Debt                $329,019
P.O. Box 148
Fries, VA 24330

Norfalco Sales, Inc.          Trade Debt                $240,541
6755 Mississauga Road
Suite 340
Ontario L2N 7Y2 Canada

Lewis Hollingsworth, LP                                 $198,848

Morristown Driver's Service                             $125,272

Chemtreat, Inc.                                         $110,000

Cherokee Millwright Inc                                 $104,501

Dycho Company                                           $101,767

Four Seasons Ground           Trade Debt                 $95,220

Trail Energy                                             $88,932

Hamblen County Trustee                                   $79,829

Jones Chemical, Inc.          Trade Debt                 $77,737

Yale Carolinas, Inc.                                     $65,618

Remco, LLC                                               $59,350

Uniquema                                                 $48,552

AFCO Insurance                                           $48,266

Ware Energy, Inc.                                        $39,416

Ovasco Industries                                        $32,040

Motion Industries, Inc.                                  $31,992

S&ME Inc.                                                $31,471

Headquartered in Lowland, Tennessee, Liberty Fibers Corporation,
fka Silva Acquisition Corporation, manufactures rayon staple
fibers.  The Debtor filed for chapter 11 protection on Sept. 29,
2005 (Bankr. E.D. Tenn. Case No. 05-53874).  Robert M. Bailey,
Esq., at Bailey, Roberts & Bailey, PLLC, represents 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.


MAJESTIC STAR: Trump Stock Purchase Spurs S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Las
Vegas, Nevada-based The Majestic Star Casino LLC, including the
'B+' corporate credit rating, on CreditWatch with negative
implications.

The CreditWatch placement follows the announcement that the
company had signed a definitive stock purchase agreement to
acquire the Trump Indiana Inc. subsidiary, which owns and operates
a riverboat casino and hotel at Buffington Harbor in Gary,
Indiana, of Trump Entertainment Resorts Holdings L.P.  Based on
the current proposed terms, the purchase price is $253 million,
representing an approximately 8.1x multiple of trailing-12-month
EBITDA.  The sale is expected to be completed by the end of the
year, subject to various approvals.

In resolving its CreditWatch listings, Standard & Poor's will
review several factors, including the method of financing, the
company's pro forma capital structure, management's near- and
longer-term growth objectives, integration plans, and overall
financial policy.

"If a downgrade for the company were the outcome of our analysis,
it would be limited to one notch," noted Standard & Poor's credit
analyst Peggy Hwan.


MAJESTIC STAR: Buys Trump Indiana for $253 Million
--------------------------------------------------
The Majestic Star Casino, LLC, reported that it has signed a
definitive agreement to purchase 100% of the stock of Trump
Indiana, Inc.  Trump Indiana owns and operates a casino vessel and
hotel at Buffington Harbor in Gary, Indiana.

Majestic will pay a purchase price of $253 million, subject to
certain adjustments and customary representations and warranties.

"We are excited about the acquisition of Trump Indiana and believe
that we will not only realize immediate significant efficiencies
by combining the operations of Majestic and Trump Indiana, but
most importantly, we will be able to take advantage of our
enormous land base at Buffington Harbor.  Over time, we believe
that we will own and operate the most competitive gaming operation
in the Chicagoland market," said Don H. Barden, Chairman and CEO
of Majestic.  Mr. Barden continued, "Trump Indiana has been a good
neighbor throughout the years, and we have enjoyed working with
them."

Majestic currently owns a casino vessel adjacent to Trump's casino
vessel, and through a joint venture with Trump, owns and operates
Buffington Harbor Riverboats, LLC, which manages all ancillary
operations at Buffington Harbor.  Trump and Barden Development,
Inc., the parent of Majestic, jointly own the parking garage
located at Buffington Harbor.  Majestic has engaged a master
planner to assist with the overall development of the
approximately 300 acres at Buffington Harbor, with the objective
of making Buffington Harbor a premier gaming and entertainment
destination site.

Consistent with the terms of the agreement, the transaction is
expected to close by the end of the year, subject to required
regulatory approvals.

The Majestic Star Casino, LLC is a multi-jurisdictional gaming
company.  Majestic also owns and operates a Fitzgeralds-brand
casino and hotel in Tunica County, Mississippi (Fitzgeralds
Tunica) and a Fitzgeralds-brand casino in Black Hawk, Colo.
(Fitzgeralds Black Hawk). Majestic also manages for Barden
Development, Inc., its parent company, a casino and hotel in
downtown Las Vegas (Fitzgeralds Las Vegas).  As of Dec. 31, 2004,
the casinos that Majestic owns and manages collectively contained
approximately 4,496 slot machines, 119 table games and 1,145 hotel
rooms.

                     *     *     *

As reported in today's Troubled Company Reporter, Standard &
Poor's Ratings Services placed its ratings for Las Vegas, Nevada-
based The Majestic Star Casino LLC, including the 'B+' corporate
credit rating, on CreditWatch with negative implications.

The CreditWatch placement follows the announcement that the
company had signed a definitive stock purchase agreement to
acquire the Trump Indiana Inc. subsidiary, which owns and operates
a riverboat casino and hotel at Buffington Harbor in Gary,
Indiana, of Trump Entertainment Resorts Holdings L.P.  Based on
the current proposed terms, the purchase price is $253 million,
representing an approximately 8.1x multiple of trailing-12-month
EBITDA.  The sale is expected to be completed by the end of the
year, subject to various approvals.


MEDICAL TECHNOLOGY: Files First Amended Disclosure Statement
------------------------------------------------------------
Medical Technology, Inc., delivered the First Amended Disclosure
Statement explaining its Plan of Reorganization to the U.S.
Bankruptcy Court for the Northern District of Texas in Fort Worth
on Oct. 5, 2005.

Relevant components of the Debtor's Plan include:

    -- the full payment of unsecured creditors;

    -- a restructuring and extension of secured debts; and

    -- the full payment, of Orthodontics Inc. and Generation II
       USA Inc.'s over $6.8 million in claims from a judgment
       awarded by the U.S. District Court for the Western District
       of Washington, Seattle Division, if the Debtor's pending
       appeal is denied.

Payments due under the Plan will be funded from the Reorganized
Debtor's income and other sources of funds, including future
borrowing or sale of stock.  The Reorganized Debtor will be
responsible for making all distributions or payments on account of
allowed claims as contemplated in the Plan.

                   Treatment of Claims

Convenience claims, consisting of any allowed claim of $2,000 or
less and any allowed claim for which the holder elects to reduce
its claim to $2,000, will be paid in full within two months from
the effective date of the Plan.  Convenience claims total
approximately $30,777.

Tax Claims totaling approximately $86,800 will be paid in full on
the effective date.

Allowed critical vendor claims, totaling approximately $367,714,
will be paid within 30 days after the effective date.

The approximately $1.6-million secured claim of North MARQ on
account of two prepetition building loans will be treated in
accordance with section 1124(2) of the Bankruptcy Code.  The Plan
provides that:

     a) the Debtor will cure any default existing on these loans
        on or prior to the effective date of the Plan;

     b) the maturity of the two loans will be reinstated as
        it existed prior to any default; and

     c) the holder of the building notes will be compensated for
        any damages incurred as a result of any reasonable
        reliance on contractual provision in accordance with
        section 1124(2)(c) of the Bankruptcy Code.

Chase Bank's secured claim, totaling approximately $1.3 million,
will be paid according to these terms:

     a) The Chase Receivable Line will be paid in 36 equal monthly
        installments.  The receivable line will continue to be
        secured by a first lien and security interest in the chase
        collateral and will continue to bear interest at the non-
        default rare.  The Reorganized Debtor will maintain a
        borrowing base at least $200,000 over the unpaid balance
        of the receivable line and will provide Chase with a
        Borrowing Base Certificate on a monthly basis.

     b) The Chase Equipment Line and the Chase Advancing Note will
        be paid in 36 equal monthly installments.  The Equipment
        Line and Advancing Note will continue to be secured by a
        first lien and security interest in the chase collateral
        and will continue to bear interest at the non-default
        rate.

The Reorganized Debtor will execute and deliver to Chase Bank
documents renewing and extending the Advancing Note, Receivable
Line and Equipment Line.

Ford's secured claim will be paid in accordance with the terms of
applicable agreements governing the loan.

The Debtor can elect to pay other secured claims, totaling
approximately $47,406, either:

     a) through the return of the collateral securing the claim;

     b) in installments over a period of six years at the prime
        rate of interest; or

     c) by allowing the claim holder to offset in satisfaction of
        its secured claim.

General unsecured claims, totaling approximately $1,709,783, will
be paid according to these terms:

     a) unsecured claim holders can elect to reduce their claim to
        $2,000 and will be treated as a convenience claim; or

     b) receive full payment of their claims in 60 equal
        installments, plus interest, beginning on the initial
        distribution date.

                Disputed Litigation Claims

The Debtor continues to dispute any liability in the patent
infringement lawsuit filed by the Generation II companies and has
appealed the judgment awarded by the Seattle District Court.  The
Debtor also contests its liability on various other lawsuits
seeking damages for breach of contract, breach of implied warranty
and negligence.  All claims resulting from these lawsuits are
classified as contested claims.

Any allowed claim of the Generation II companies, totaling
approximately $6.8 million, will be paid in 120 equal monthly
installments, plus interest, beginning on the initial distribution
date.  Pending the District Court's decision on the appeal, the
Debtor will make monthly deposits of interest accrued on the
judgment amount into an escrow account.

Any judgment awarding damages to David. N. Pinkus and Brandon Joel
Bailey will be paid solely through applicable insurance policies.

The claim of Frank R. Noyes, MD, will be adjudicated and allowed
as apart of the litigation pending before the U.S. District Court
for the Southern District of Ohio.  Claims arising from this
litigation, if any, will be paid in 120 equal monthly
installments, plus interest, beginning on the initial distribution
date.

Any allowed claim of dj Orthopedics, LLC, will be paid in 120
equal monthly installments, plus interest, beginning on the
initial distribution date.

Equity interest holders will retain their interest in the
Reorganized debtor.

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.


MERIDIAN AUTOMOTIVE: Panel Taps PCA as Special Brazilian Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Meridian
Automotive Systems-Composites Operations, et al., asks the U.S.
Bankruptcy Court for the District of Delaware for authority to
retain Peixoto e Cury Advogados as its special Brazilian counsel,
effective as of August 30, 2005.

The Committee needs PCA to prosecute an adversary proceeding
filed by the Committee for the avoidance of liens and claims and
related declaratory relief against certain of the Debtors'
prepetition lenders.

Pedro Jorge da Costa Cury, a partner at PCA, will supervise the
legal services to be performed by the firm for the Committee.

The Committee believes that PCA is well qualified to represent
its interests in the Adversary Proceeding because of the firm's
substantial experience in civil and commercial litigation in
Brazil.

PCA will assist Ashby & Geddes, P.A., in prosecuting the
Adversary Proceeding with respect to the Brazilian Assets.  The
firm's services will be limited to the causes of action asserted
in the Adversary Proceeding concerning the Brazilian Assets.

In exchange for its legal services, PCA will be paid in
accordance with its ordinary and customary hourly rates:

      Professional                       Hourly Rate
      ------------                       -----------
      Partner                               $250
      Consultant                            $230
      Senior Associate                      $210
      Experienced Associate                 $190
      Junior Associate                      $170
      Paralegal                              $50

PCA will also be reimbursed for its actual and necessary expenses
in connection with its services.

Mr. da Costa Cury assures Judge Walrath that PCA:

   -- is a "disinterested person," as that term is defined in
      Section 101(14) of the Bankruptcy Code;

   -- does not represent or hold an interest that is adverse to
      the Debtors with respect to the matters on which it is to
      be employed;

   -- does not have any material connections with the Debtors or
      any other party-in-interest in the Debtors' Chapter 11
      cases.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


METROPOLITAN MORTGAGE: Fitch Junks Five Certificate Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on these Metropolitan
Mortgage & Securities Co., Inc. issues:

   Series 1997-B

     -- Class A1D affirmed at 'AAA';
     -- Class A2 affirmed at 'AAA';
     -- Class B1 upgraded to 'AAA' from 'AA';
     -- Class B2 upgraded to 'AAA' from 'BBB';
     -- Class B3 upgraded to 'AAA' from 'BB'.

   Series 1998-A

     -- Class X affirmed at 'AAA';
     -- Class M1 affirmed at 'AAA';
     -- Class M2 upgraded to 'AAA' from 'AA';
     -- Class B1 affirmed at 'A'.

   Series 1998-B

     -- Class X affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 upgraded to 'AA' from 'A';
     -- Class B-1 downgraded to 'CCC' from 'B-';
     -- Class B-2 remains at 'C'.

   Series 1999-A

     -- Class X affirmed at 'AAA';
     -- Class M-1 upgraded to 'AAA' from 'AA';
     -- Class M-2 upgraded to 'AA-' from 'A';
     -- Class B-1 affirmed at 'B';
     -- Class B-2 remains at 'C'.

   Series 1999-B

     -- Class M1 affirmed at 'AAA';
     -- Class M2 upgraded to 'AA+' from 'AA';
     -- Class B1 affirmed at 'A'.

   Series 1999-C

     -- Class B1 upgraded to 'AAA' from 'BBB';
     -- Class B2 upgraded to 'AA' from 'BB';
     -- Class B3 upgraded to 'A' from 'B'.

  Series 1999-D

     -- Class M1 affirmed at 'AAA';
     -- Class M2 upgraded to 'AA+' from 'AA';
     -- Class B1 upgraded to 'AA-' from 'A';
     -- Class B2 upgraded to 'BB+' from 'BB'.

   Series 2000-A
     -- Classes A-4, A-IO affirmed at 'AAA';
     -- Class M-1 downgraded to 'A' from 'AA';
     -- Class M-2 downgraded to 'C' from 'CCC'.

   Series 2000-B
     -- Classes A1A, A1F affirmed at 'AAA';
     -- Class M-1 upgraded to 'AAA' from 'AA';
     -- Class M-2 downgraded to 'BBB' from 'A';
     -- Class B-1 downgraded to 'C' from 'CCC'.

The collateral for the above transactions consists primarily of
fixed- and adjustable-rate mortgage loans secured by first liens
on residential properties or commercial real estate such as
retail, professional, mobile home parks, industrial, mixed-use,
restaurant, and tavern properties.  At origination, the commercial
loans represented approximately 5%-15% of the above trusts.

The affirmations reflect adequate relationships of credit
enhancement to future loss expectations and affect approximately
$66 million of outstanding certificates.  The upgrades reflect an
improvement in the relationship of CE to future loss expectations
and affect approximately $65 million in outstanding certificates.
The downgrades reflect deterioration in the relationship of CE to
future loss expectations and affect approximately $35.8 million of
outstanding certificates.

The above transactions, with the exception of series 1997-B, have
failed their cumulative loss triggers, which have prevented the
trusts from paying principal to the subordinate bonds.  This
feature allowed CE to build on a percentage basis, benefiting the
senior and mezzanine bonds, despite the deterioration of
overcollateralization on the majority of the trusts.

The most subordinate Fitch-rated classes of series 1998-A, 1999-B,
and 1999-C were protected from the OC depletion because of a not
rated class that is absorbing losses to the trust.  With the
exception of 1999-D which currently has 5.94% of enhancement
provided by OC, the trusts that do not have the added support of a
NR class experienced negative rating actions to the most
subordinate classes.

The upgrades for series 1997-B are a reflection of the trust's
payment structure and increasing credit enhancement.  The OC does
not have a stepdown feature and has continued to grow as a
percentage of the outstanding balance.  Currently, the OC is
approximately 50% of the current pool balance.  Fitch expects the
OC to continue to grow as a percentage of the outstanding balance.

The majority of the mortgage loans were originated or acquired by
Metropolitan Mortgage & Securities Co.  Metropolitan filed for
Chapter 11 bankruptcy in February 2004.  Ocwen Financial Corp.,
with a Fitch servicer rating of 'RPS2', acquired the servicing
rights of the above transactions in April 2001 except for Series
2000-A, which Ocwen is the sub-servicer, and the master servicer
is Metwest Mortgage Services, Inc., a wholly owned subsidiary of
Metropolitan.

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


NATIONAL ENERGY: Wants Court to Avoid $678,839 Transfer to Orrick
-----------------------------------------------------------------
Kenneth Oestreicher, Esq., at Whiteford, Taylor & Preston, LLP,
in Baltimore, Maryland, tells the Court that within 90 days
before the Petition Date, Orrick, Herrington & Sutcliffe LLP,
received transfers totaling $678,839 from NEGT Energy Trading
Holdings Corporation.  Orrick Herrington was a creditor of ET
Holdings and the Transfers were made on account of an antecedent
debt owed by ET Holdings before the Transfers were made, Mr.
Oestreicher says.

According to Mr. Oestreicher, ET Holdings was insolvent at the
time the Transfers were made.  He points out that the Transfers
enabled Orrick Herrington to receive more on account of the debt
than it would have received if:

   -- ET Holdings' case was under Chapter 7 of the Bankruptcy
      Code;

   -- the Transfers had not been made; and

   -- Orrick Herrington received payment of the debt to the
      extent provided by the provisions of the Bankruptcy Code.

Thus, Mr. Oestreicher asserts that pursuant to Section 547 of the
Bankruptcy Code, the Transfers may be avoided and set aside as
preferential transfers.

According, ET Holdings asks the Court to:

   a. avoid and set aside the Transfers made to Orrick
      Herrington;

   b. enter judgment against Orrick Herrington in favor of ET
      Holdings for the Transfer Amount; and

   c. award ET Holdings costs incurred in the suit.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.

The Hon. Paul Mannes confirmed NEGT Energy Trading Holdings
Corporation, NEGT Energy Trading - Gas Corporation, NEGT ET
Investments Corporation, NEGT Energy Trading - Power, L.P., Energy
Services Ventures, Inc., and Quantum Ventures' First Amended Plan
of Liquidation on Apr. 19, 2005.  The Plan took effect on May 2,
2005.  (PG&E National Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NAVIGANT INTERNATIONAL: Receives Waiver from Lenders
----------------------------------------------------
Navigant International, Inc. (d/b/a TQ3Navigant - Pink Sheets:
FLYR) filed Form 10-Qs on Nov. 4, 2005, with the Securities and
Exchange Commission for the periods ended March 27, 2005, and
June 26, 2005.

            Waivers and Amendments from Covenants

Navigant also reported that it obtained waivers and amendments
from its lenders regarding non-compliance with covenants at
Sept. 25, 2005, primarily caused by the unanticipated delay in $3
million of payments due from vendors which were received after the
close of the quarter.  The Company is finalizing its application
for re-listing its common stock on The Nasdaq National Market now
that it is current with its periodic filings.

Navigant will release its 2005 third quarter results (for the
period ended Sept. 25, 2005) after the market closes tomorrow,
Nov. 9, 2005.  Navigant expects to file its Form 10-Q for the
quarter ended Sept. 25, 2005 with the SEC concurrent with the
release of its results.

Edward S. Adams, Chairman and Chief Executive Officer, commented,
"We are pleased to bring our SEC filings up to date. Importantly,
throughout the period when the filings were delayed, Navigant's
operations performed well, attracting new customers and
maintaining high customer retention levels.  With our filings
current we can turn our attention to our operations and decrease
legal and accounting expenses incurred as a result of the review.
We are hopeful we can re-list FLYR shares on The Nasdaq National
Market to afford investors a more visible means of investing in
the Company."

                        Form 10-Q Filings

The March 27, 2005, and June 26, 2005, 10-Qs include restatements
of previously filed financial information for the first and second
quarters of fiscal 2004 and adjustments to the previously provided
results for the first and second quarters of fiscal 2005.  The
restatements relate to non-cash adjustments that had the effect of
reducing previously reported earnings per share for the reported
periods.

                   Non-compliance of Covenants

On Oct. 21, 2005, Navigant International reported that it sought
waivers and amendments from its lenders regarding non-compliance
with certain covenants in the Company's credit facility as of
Sept. 25, 2005.

A primary cause of Navigant's non-compliance was the unanticipated
delay in $3,000,000 of payments due from vendors.  These amounts
were due prior to Sept. 25, 2005, but were not paid until after
that date.  The vendors have now paid the amounts.  Another cause
was an unanticipated reduction in net earnings of approximately
$350,000 due to the impact of hurricanes Katrina and Rita.

For the fiscal quarter ended September 25, 2005, the Company did
not comply with the Consolidated Total Leverage Ratio and the
Consolidated Senior Leverage Ratio covenants as defined in its
Credit Facility.  Under the Credit Facility, Navigant was required
to have a Consolidated Total Leverage Ratio of 3.80:1 as of Sept.
25, 2005; the actual ratio was 3.85:1.  The Credit Facility also
required Navigant to have a Consolidated Senior Leverage Ratio of
2.5:1 as of Sept. 25, 2005; the actual ratio was 2.53:1.

Denver-based Navigant International, Inc., d/b/a TQ3Navigant, is a
global provider of travel management solutions that add
significant value by reducing costs, increasing management and
control, and improving travel efficiency.  The Company delivers
integrated travel management solutions blending advanced
technology with personalized service and expertise.  The Company
currently employs approximately 5,200 Associates and has
operations in approximately 1,000 locations in 23 countries and
U.S. territories.  Navigant's shares are traded over-the-counter
under the symbol FLYR.


NETWORK COMMS: Niche Rivalry Cues S&P to Junk $175M Sr. Sub. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Network Communications Inc.  The rating outlook
is stable.

In addition, NCI's $100 million senior secured credit facilities
were rated 'B+' with a recovery rating of '1', indicating the high
expectation for full recovery of principal in the event of a
payment default.

Lastly, Standard & Poor's assigned its 'CCC+' rating to NCI's
privately placed Rule 144A $175 million senior subordinated notes
due 2013.

Proceeds will be used to refinance existing debt, including $25
million of pay-in-kind notes.  Pro forma total debt was $250
million at June 19, 2005.  Lawrenceville, Georgia-based NCI is a
leading publisher of targeted real estate classified advertising
magazines.

"The rating reflects NCI's niche position in the increasingly
competitive and cyclical real estate classified advertising
market, its narrow product portfolio, high financial leverage, and
the risks arising from the migration of its classified real estate
advertising revenues to the Internet," said Standard & Poor's
credit analyst Hal Diamond.  "These negative factors are
minimally offset by NCI's established position in magazine-based
real estate classified advertising, recently good operating
performance, its moderately diverse customer and readership base,
and its relatively high conversion of EBITDA to discretionary cash
flow."


NETWORK INSTALLATION: Acquires Spectrum Communications
------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI) acquired
100% of the outstanding shares of Spectrum Communications Cabling
Services, Inc., a complete solution network service firm which
provides network design, installation and maintenance of voice and
data network systems.  Spectrum shareholders received 18,567,639
shares of Network Installation common stock in the exchange.
Based on Spectrum's un-audited revenue of approximately $12
million through October of 2005, and Network Installation's recent
acquisition of Kelley Technologies, the Company's combined annual
revenue run rate for 2005 is expected to be approximately $22
million.

Network Installation CEO Jeffrey R. Hultman stated, "With our
recent acquisition of Kelley Technologies and now with the
acquisition of Spectrum, we've achieved two significant milestones
within just the past 45 days.  In acquiring Spectrum, we've not
only added another tremendous, high growth component, but we have
further enhanced our senior management team with the addition of
Spectrum founder Robert Rivera.  In my prior positions as CEO at
both Pac Tel Cellular and Dial Page, we were able to quickly and
efficiently achieve significant scale due to the superior
personnel we had assembled.  I aim to continue following that same
strategy once again with Network Installation."

Spectrum President Robert Rivera commented, "I consider this a
terrific opportunity to team up with Jeff and become an integral
part of the Network Installation organization.  I believe
Spectrum's core competencies blend seamlessly with Network
Installation and Kelley Technologies.  With our industry
experiencing record growth, it is certainly within our collective
capabilities to achieve the critical mass and scale consistent
with Jeff's strategy.  I look forward to hitting the ground
running."

                 About Spectrum Communications

Spectrum Communications -- http://www.spectrumccsi.com/--  
provides network design, installation and maintenance of voice and
data network systems.  Recognized for its expertise in innovative
solutions within the communications industry for over 16 years,
Spectrum Communications is able to complete a turn-key solution to
meet their clients networking needs.  Spectrum offers prospective
education, health care, and commercial customers over a decade and
a half of experience as a leading "single source" provider of
innovative and cost-effective technology solutions, including the
procurement of communications services that enable organizations
to transmit voice, data, and video within the organization and to
the outside world in a fast, secure, and cost-effective manner.
Spectrum maintains offices in Corona, California and Colorado
Springs, Colorado.

                  About Network Installation

Network Installation Corp. --
http://www.networkinstallationcorp.net/-- provides communications
and IT solutions to the Fortune 1000, Gaming Industry, Government
Agencies, Municipalities, K-12 and Universities.  These solutions
include complete project management from design, installation and
deployment of data, voice and video networks as well as wireless
networks including Wi-Fi applications and integrated
telecommunications solutions including Voice over Internet
Protocol applications.

At June 30, 2005, Network Installation's balance sheet showed a
$2,196,412 stockholders' deficit, compared to a $1,877,631 deficit
at Dec. 31, 2004.


NORTHWEST AIRLINES: Worldspan Wants Arbitration Allowed
-------------------------------------------------------
Worldspan, L.P., asks the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay to allow
arbitration aimed at resolving a contractual dispute with
Northwest Airlines, Inc.

Worldspan is a limited partnership that was formed in the early
1990s by Northwest, Delta Air Lines, Inc., and Trans World
Airlines.  From its inception, Worldspan provided computer
services to its three owner-airlines to assist them in hosting
and tracking their "inventories" of available passenger seats on
their commercial flights, as well as in allowing both the
airlines and third-party travel agents and online travel
providers to make inquiries about the airlines' flights and
purchase tickets.

In 2003, the owner-airlines sold Worldspan to unaffiliated
parties.  As part of the sale transaction, Northwest, Delta and
Worldspan executed the Founder Airline Services Agreements, which
defined the services that Worldspan would continue to provide to
Northwest and Delta.

After the sale transaction, a dispute arose between Northwest and
Worldspan regarding the "Ticket Control Number" data.  This data,
which is created from transaction occurring on the travel agency
and online travel provider side of Worldspan's business, is sold
by Worldspan to dozens of airlines, the vast majority of which do
not use Worldspan to host their passenger seat inventories.

Northwest argues that Worldspan is required to provide TCN data
to Northwest under the FASA.  Worldspan counters that the TCN
data is not covered by the FASA and that Northwest must pay a
separate charge to acquire the data from Worldspan.

After an unsuccessful attempt to consensually resolve the
dispute, Northwest initiated arbitration against Worldspan on
February 14, 2005.  The parties have completed both document and
deposition discovery and there is currently no further pending
discovery.  Due to scheduling problems, the Arbitration hearing
was rescheduled to November 14 and 15, 2005.

Anna Palazzolo, Esq., at Dechert LLP, in New York, tells the
Court that a favorable outcome of the Arbitration for Worldspan
will not result in the collection of money from Northwest, but
will simply define the parties' rights under their contract.
Thus, the nature of the issues in the Arbitration and the brief
expected duration of the hearing establish that Northwest will
not suffer any prejudice from moving forward with the hearing
date it agreed to just a few weeks before the Petition Date.

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: More Parties Balk at Aircraft Lease Rejection
-----------------------------------------------------------------
As previously reported, Northwest Airlines Corp. and its
debtor-affiliates told the U.S. Bankruptcy Court for the Southern
District of New York they need to adjust the fleet size and mix in
light of current market conditions for aircraft, projected demand
for air travel, current and projected flight schedules,
maintenance requirements, labor costs, and other business and
economic factors.

The Debtors estimated that more than 100 aircraft in the
aggregate will be designated for deletion from the fleet.  As
of September 14, 2005, the Debtors have determined that it is
not in the best interest of their estates to retain 13 Excess
Aircraft.  A list of the 13 Excess Aircraft is available for
free at http://ResearchArchives.com/t/s?233

                      Further Objections

A number of parties object to the Debtors' request to reject 13
aircraft effective as of the Petition Date, and reject or abandon
102 aircraft effective when the Debtors submit notices of
rejection or abandonment by October 29, 2005.

The Objections raise a number of issues, including the Debtors'
failure to comply with the "return and surrender" provisions
under Section 1110(a) of the Bankruptcy Code and their
contractual obligations when surrendering the Aircraft.  The
Objectors also oppose to the retroactive rejection of the leases.
Instead, they want the effective date of the rejection
conditioned on the Debtors' full compliance of the return
provisions of Section 1110(a).

Moreover, the Objectors ask that the Debtors maintain insurance
of each of the Aircraft until at least its rejection is declared
effective.  They also want the Debtors to outline the procedures
for returning or abandoning the Aircraft.  Most Parties have also
requested modification of the automatic stay to allow them or
their agents to enforce any of their rights and remedies under
applicable aircraft agreements.

The Objecting Parties include:

   (1) National City Leasing Corporation, owner participant in
       leases to a Boeing 757 and two British Aerospace Avro 146-
       RJ85A aircraft, identified among the Potential Excess
       Aircraft;

   (2) The Fifth Third Leasing Company, Inc., successor-in-
       interest to the beneficiary under trust agreements,
       between First Security Bank of Utah, National Association,
       and the Debtors pertaining to two Boeing DC9-30 aircraft
       and engines FSB;

   (3) ABN AMRO Bank N.V., secured party under the terms of the
       leases covering two Excess Aircraft and two Potential
       Excess Aircraft;

   (4) First Chicago Leasing Corporation, owner participant under
       a structured lease for an Aircraft bearing tail number
       N636US;

   (5) U.S. Bank National Association, and Wells Fargo Bank
       National Association, trustees of trusts serving as
       lessors for various Aircraft; and

   (6) an ad hoc committee of various entities who are holders of
       aircraft-related securities or parties to financing or
       leasing transactions with the Debtors.

                     Evergreen's Objection

Evergreen Air Center, Inc., is a party to storage and maintenance
agreements with the Debtors relating to certain Aircraft.  The
Debtors owe Evergreen in excess of $350,000 stemming from the
services it provided, and still provides, to them.

Evergreen objects to the Debtors' Request on grounds that they
are contemplating the disposition of various Aircraft in
Evergreen's possession, in violation of its rights under
applicable law.  According to Joel L. Herz, Esq., in Tucson,
Arizona, Evergreen has a mechanics' lien on the Aircraft.  Hence,
Evergreen is entitled to the possession of those Aircraft until
it is paid in full.

Evergreen also objects to the Request due to inadequate notice.
Evergreen says it was not served notice of the Request,
notwithstanding the impact to its rights.

        Debtors Say Only Two Objection Issues are Relevant

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, argues that the issue, and the only issue, presented by
the Debtors' Request is whether the rejections and abandonments
are in the best interests of the estates.  Not a single Objection
disputes that it would be in the best interests of the estates
for the Request to be granted.

Rather than address the single issue before the Court, each of
the Objectors, in one form or another, seeks to assert its
"parochial interests" as a counterparty to the leases or
financings affected, Mr. Ellenberg contends.  Thus, the
Objections assert various rights supposedly existing under
Section 1110 of the Bankruptcy Code, seek to have rules
established for the return of aircraft, equipment and documents
after rejection or abandonment, and make various contentions
about the allowance of administrative claims.

Mr. Ellenberg says that "[a]s interesting as these topics may be,
none of them are raised by the motion.  Each is an issue for
another day."

According to the Debtors, only two objections actually relate to
their Request.  The first is that "retroactive" rejection or
abandonment is not permissible.  Mr. Ellenberg, however, asserts
that the law is clear that a court can make the rejection of a
contract effective as of the date the motion for rejection was
filed.

The second pertinent argument is that the Court cannot give the
Debtors authority to reject a contract in the future.  Mr.
Ellenberg counters that this argument misses the point that the
authority is being granted immediately, on the basis of the
existing financial terms.

The Debtors, therefore, insists that the Objections to their
Request should be overruled.

As far as the Objections relate to issues pertaining to Section
1110, Mr. Ellenberg points out that Section 1110(c) is triggered,
on its face, only when the lessor/lender becomes entitled to take
possession pursuant to Section 1110(a)(1) and makes a written
demand for possession.  The Request merely seeks authority to
reject and abandon and does not seek to determine any claims that
the affected lessors and lenders may have on account of the
rejection or abandonment.

Moreover, the Debtors contend that there is no requirement for a
"rejection process" or an "abandonment process" under Sections
365 or 554 of the Bankruptcy Code.  The Debtors need not fulfill
any other requirements for rejection or abandonment of the
Aircraft.  There is also no basis to assert post-rejection or
post-abandonment administrative obligations with respect to
abandoned or rejected Aircraft.

Mr. Ellenberg further explains that there is no prejudice to any
Objector if rejection or abandonment of the Excess Aircraft is
deemed effective as of the Petition Date, as the Objectors have
been aware of the Debtors' decision to reject or abandon the
Aircraft since that time.  There are no required preconditions to
effectiveness of rejection or abandonment in the Bankruptcy Code.

As for the renegotiation of the contracts relating to the
Potential Excess Aircraft, the Debtors maintain that nothing in
the Bankruptcy Code or case law prohibits them from doing so.  In
addition, the Request does not compel lessors or lenders to
accept the revised terms proposed by the Debtors.  The market and
arm's-length negotiations will still govern.

Mr. Ellenberg assert that U.S. Bank's objection to the 45-day
negotiation period proposed by the Debtors fails because there is
nothing in the Bankruptcy Code or applicable case law that
requires a different period and it is in the Debtor's interest to
get the transactions completed.  If U.S. Bank were to agree to
extend the Section 1110 window, the Debtors would certainly
consider extending the time for negotiation of revised financing
terms.

With regard to the Objectors' request for Northwest to maintain
insurance, the Debtors aver that they have no obligation to
oblige following the rejection or abandonment, much less until
the time the creditor decides to retrieve the Aircraft.

The Debtors also clarify that they are not requesting that the
rights of any other party, including parties asserting mechanic's
liens, be affected through the Request.

Furthermore, Mr. Ellenberg insists that it is unnecessary for the
Court to provide clarification of the automatic stay's
inapplicability to:

      (a) the Aircraft, engines and all other collateral covered
          by the applicable agreements; and

      (b) actions taken, or proceedings commenced, by the
          creditor in connection with its enforcement of its
          rights and remedies under the applicable agreements.

                          *     *     *

To the extent not resolved, Judge Gropper overrules all
objections with respect to seven Aircraft and approves their
rejection or abandonment effective as of October 7, 2005.

A list of the seven Aircraft is available for free at:

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

The Debtors will comply with the surrender and return provisions
under Section 1110 of the Bankruptcy Code for the Aircraft, to
the extent a lease or loan transaction is covered by Section
1110.

Judge Gropper directs the Debtors to cooperate with lessors and
lenders and other affected parties in the execution and delivery
of lease termination statements and title transfer documents in a
form adequate for filing with the Federal Aviation
Administration.

The Court will convene a hearing to consider the Debtors' Request
as it pertains to the remaining Aircraft at a later date.

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: Taps Anna Schaefer as Finance Vice President
----------------------------------------------------------------
Northwest Airlines reported that Anna Schaefer has been named vice
president - finance and chief accounting officer, effective
Dec. 1, 2005.

She replaces James Mathews, who will depart from Northwest on
Nov. 30, 2005 to become controller of ADC Telecommunications.

"Anna's 14 years at Northwest Airlines and her deep experience in
finance and accounting will be critical as we restructure our
costs so that the airline can remain a strong global competitor in
the years ahead," David Davis, senior vice president - finance and
controller, said.

Ms. Schaefer, who will report to Mr. Davis, will be responsible
for overseeing all accounting related functions at Northwest
including revenue accounting, corporate accounting and reporting,
cargo accounting, payroll and payables.

Commenting on Jim Mathews, Mr. Davis said, "We appreciate Jim's
five years of dedicated service to Northwest in finance and
accounting and we wish him well in his new position."

Ms. Schaefer has held a variety of leadership positions in
accounting, information services and marketing at Northwest
including her most recent position as managing director,
accounting.  In addition to working with Northwest Airlines,
Schaefer has also held positions at Sabre Travel Information
Network, National Car Rental System, Inc. and Equico Lessors, Inc.

Ms. Schaefer holds a bachelor's degree in accounting and business
administration/finance from Mankato State University.  She is a
certified public accountant.

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: Reaches Agreement With Two Unions on Pay Cuts
-----------------------------------------------------------------
Northwest Airlines (OTC: NWACQ) reached interim labor cost savings
agreements with the Air Lines Pilots Association (ALPA) and the
Professional Flight Attendants Association (PFAA).

The ALPA Master Executive Council agreed to temporary pay and
other reductions of $215 million on an annualized basis and PFAA
leaders agreed to cuts of $117 million.  The ALPA agreement is
subject to membership ratification.

Northwest also confirmed that it has reached tentative agreements
on permanent wage and benefit reductions with employees
represented by the Aircraft Technical Support Association (ATSA)
and the Northwest Airlines Meteorology Association (NAMA).  The
airline hopes to reach an agreement with the Transport Workers
Union of America (TWU), shortly.

The airline was unable to reach an interim agreement with the
International Association of Machinists and Aerospace Workers'
(IAM) leadership and consequently has filed a Section 1113(e)
motion with the U.S. Bankruptcy Court for the Southern District of
New York that seeks temporary wage and benefit reductions of $114
million from that union.  Northwest has asked for a mid-November
hearing date.

"All of our union leaders understand the need for labor cost
reductions and this interim agreement with ALPA and PFAA will
provide additional time to reach final agreements while providing
Northwest Airlines with the immediate costs savings that it
requires," said Doug Steenland, president and chief executive
officer.

Northwest and the IAM are continuing to negotiate a permanent cost
reduction agreement as well.

Steenland continued, "We are pleased to have reached tentative
contract agreements with the Aircraft Technical Support
Association and Northwest Airlines Meteorology Association and
look forward to reaching an agreement with leaders of the
Transport Workers Union of America in the near future."

"These new contracts, along with salaried and management pay cuts
implemented last December and also planned for next month, as well
as labor cost savings achieved through our new aircraft
maintenance program, are key steps in Northwest's efforts to
achieve a competitive labor cost structure", Steenland concluded.

As reported in the Troubled Company Reporter on Nov. 4, 2005,
Northwest Airlines was in negotiations with its unions to secure
$1.4 billion in labor cost savings.  NWA hopes to achieve these
cost savings through consensual agreements with its unions.

As previously announced, Northwest filed an 1113(c) motion with
the U.S. Bankruptcy Court for the Southern District of New York to
secure labor cost savings if the company and its unions do not
achieve consensual agreements.  The 1113(c) motion was filed on
Oct. 12, 2005, and the hearing is scheduled to commence on Nov.
16, 2005.

The company has been in discussions with:

    * The Air Lines Pilots Association (ALPA),

    * The International Association of Machinists and Aerospace
      Workers, and

    * The Professional Flight Attendants Association,

regarding the possibility of extending the deadline for the
Section1113(c) hearing to mid- January in order to allow all
parties more time to reach consensual labor cost saving
agreements.  In light of Northwest's significant financial
challenges, the company has advised ALPA, IAM and PFAA that
interim financial relief of approximately 60% of the $1.4 billion
target would have to go into effect in mid-November to allow for
an extension of the 1113(c) hearing.

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.


OPTIMUM GROUP: Optimum West's FSR is Marginal Says A.M. Best
------------------------------------------------------------
A.M. Best Co. affirmed the financial strength ratings of B- (Fair)
of the subsidiaries of Optimum General, Inc. (Quebec, Canada):

    * Optimum Frontier Insurance Company,
    * Optimum Insurance Company and its subsidiary, Optimum Farm
      Insurance Company.

Concurrently, A.M. Best has affirmed the FSR of C++ (Marginal) of
Optimum West Insurance Company.  The outlook for all ratings is
stable. OGI is a privately held insurance holding company
ultimately owned by Optimum Group (Montreal, Canada), a private
international financial services company.

The affirmation of the ratings reflects each company's adequate
risk-adjusted capitalization, improved operating performance and
favorable turnaround in reserve development.

The positive rating strengths are offset in part by the companies'
elevated leverage position and underwriting results, which lag
behind the industry.  The latter is primarily due to the
companies' elevated underwriting expense ratio.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


ORCHARD SUPPLY: Moody's Rates $235 Million Sr. Unsec. Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Orchard Supply Hardware LLC and a B2 rating to Orchard Supply
Hardware LLC's $235 million senior unsecured notes maturing 2013.
This is the first time that Moody's has rated the debt of Orchard
Supply Hardware LLC.  The rating outlook is stable.

The ratings take into account Orchard Supply Hardware Stores
Corporation's announcement that Ares Management LLC will acquire a
19.9% stake from its ultimate parent, Sears Holdings Corp., and
retain an option to acquire an additional 30.2% over the next
three years.  The $235 million in senior notes, combined with an
unrated $120 million commercial mortgage financing, a $50 million
initial draw on an unrated $130 million senior secured bank
facility, and a $51 million equity investment by Ares will fund a
$448 million dividend to Sears, as well as cover $8 million in
transaction costs.  Resulting pro forma leverage measured on a
Debt/EBITDA basis will be roughly 5.9x (all ratios incorporate
Moody's standard analytic adjustments).

The B1 corporate family rating considers:

   * the leveraged nature of Orchard's expected balance sheet;

   * the present competitive landscape it faces in its
     predominantly California market, competition which is
     expected to heighten as Lowe's (presently 65 stores, vs. 100
     in the less-populous Texas market) and Home Depot (214, vs.
     174 in less-populous Texas) continue to expand in California;
     and

   * the lack of any tangible support from its ultimate parent,
     Sears Holdings.

The rating is supported by:

   * the company's solid historical operating performance despite
     myriad executive changes as a result of its ownership by
     Sears;

   * the solid, mostly hardware niche it occupies in its market;

   * its ability to sell the highly-regarded Craftsman line of
     hand and power tools; and

   * its expected ability, even with this increased debt, to
     generate free cash flow.

Orchard has thus far been successful as a smaller scale
alternative to the home improvement superstores, focusing more on
repair and maintenance projects than on the more complex home
improvement "solutions" market.  With its network of 84 stores in
California (60 in the northern part of the state, and the other 24
surrounding Los Angeles), it has carved out a profitable niche
between the local "mom and pop" operator and the big box home
improvement centers.  It offers a more limited range of SKU's than
the big boxes, but goes deeper within its chosen categories which
results in higher margins than either Home Depot or Lowe's.

The B2 rating of the senior unsecured notes reflects their junior
position in the capital structure behind the $150 million secured
bank credit facility, as well as effectively junior to the $120
million in secured mortgage debt at the real estate subsidiary.

The stable outlook reflects the company's consistent operating
performance, and the expectation that it will continue to manage
itself conservatively during what is initially a modest new store
growth program.  Upward rating pressure would emanate from free
cash flow/debt exceeding 10%, while downward pressure would result
if free cash flow/debt were to fall below 5%.

Orchard Supply Hardware Corporation, is the parent of Orchard
Supply Hardware LLC, which currently operates 84 hardware stores
in California.


PILGRIM CLO: Fitch Upgrades $10-Mil Class C Notes to BB+ from BB-
-----------------------------------------------------------------
Fitch Ratings upgrades two classes and affirms one class of notes
issued by Pilgrim CLO 1999-1 Ltd./Corp.  These rating actions are
effective immediately:

     -- $23,283,102 class A notes affirmed at 'AAA';
     -- $60,000,000 class B notes upgraded to 'AA' from 'BBB+';
     -- $10,000,000 class C notes upgraded to 'BB+' from 'BB-'.

Pilgrim CLO 1999-1 is a collateralized debt obligation, which
closed Nov. 30, 1999 and is managed by ING Investments Management
Co.  The collateral is composed of all senior secured loans and
bonds.  Currently the transaction is in the amortization period.
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.

As of the latest trustee report dated Oct. 2, 2005, the class A
notes have been paid 94.3% of the original $405 million balance.
Since Fitch's last review on Dec. 23, 2004 the class A notes were
paid an additional $153 million, improving credit enhancement on
all classes of notes.  Assets rated below 'B-' increased to 12.3%
on the latest trustee report versus 8.6% on the last review.

However, the negative credit migration of the portfolio is offset
by the significant deleveraging and shortening of average life of
the transaction.  Additionally, all overcollateralization ratios
are passing above trigger levels.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.  The rating of
the classes B and C notes addresses the ultimate payment of
interest and initial principal amount by the legal final maturity
date.

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/


POTTSVILLE HOSPITAL: S&P Pares $33.601M Revenue Bonds to BB+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB+'
from 'BBB-' on Pottsville Hospital Authority, Pennsylvania's
outstanding $33.610 million series 1998 hospital revenue bonds,
issued for Pottsville Hospital and Warne Clinic, based on the
clinic's liquidity decline and limited balance sheet.  The outlook
is stable.

"The rating action reflects a decline in the clinic's liquidity
position over the past year, coupled with a very limited balance
sheet," Standard & Poor's credit analyst Suzie Desai said.  "The
revision reflects a weak balance sheet and limited cash flow that
could make Pottsville vulnerable to swings in operations and
possible future cash payments, for such areas as pension
contributions.  However, we do expect Pottsville to able to
continue to generate a positive, though likely limited, bottom
line with adequate coverage as well as maintain its balance sheet
at current levels."

Factors supporting the rating include a good business position
that is supported by niche service areas in obstetrics and
psychiatry, evidenced by good volumes and a leading market share
of 52%; and positive but uneven financial performance in recent
years, resulting in maximum annual debt service coverage of no
less than 1.8x.

The bonds are secured by the revenues of Pottsville Hospital and
Warne Clinic and Schuylkill Rehabilitation Center.

The hospital operates 200 beds and is located in Schuylkill
County, Pennsylvania, about 60 miles from Harrisburg,
Pennsylvania, and 35 miles from Reading, Pennsylvania.


PXRE GROUP: Katrina Impact Prompts Fitch to Shave Low-B Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded the long-term rating of PXRE Group
Ltd. to 'BB+' from 'BBB-'.  Additionally, Fitch has downgraded the
rating on PXRE Capital Trust I's preferred securities to 'BB' from
'BB+' and the insurer financial strength rating on PXRE's lead
operating subsidiaries, PXRE Reinsurance Ltd. and PXRE Reinsurance
Company, to 'BBB+' from 'A-'.  All ratings have been removed from
Rating Watch Negative.  The Rating Outlook is Negative.

Fitch's rating actions follow PXRE's announcement of third-quarter
2005 earnings and updated estimates for hurricane losses.  Fitch's
rating actions reflect its updated view of the catastrophe risk
inherent in PXRE's book of business and the resultant capital and
earnings volatility.

The company's year-to-date hurricane-related losses are estimated
at $350 million, not including Hurricane Wilma, which equates to
roughly half of PXRE's beginning of the year shareholders' equity.
This is higher than Fitch's expectations for the rating category,
even for a company with PXRE's business profile, which includes an
expectation of periodic high severity losses.  Additionally, the
losses roughly equate to 3 times its annualized six-month 2005 net
income.  Fitch further notes that PXRE's loss estimates are based
on an industry loss estimate of $35 billion-$40 billion, and with
some estimates of the industry loss as high as $60 billion, it is
very possible that PXRE's losses could develop adversely.

Based on this recent performance, combined with a generally weak
historic earnings pattern, Fitch does not believe PXRE's current
profile fits within Fitch's 'A-' rating category.  While PXRE has
replenished lost capital, the downgrade is less reflective of
near-term capital levels and more reflective of Fitch's lack of
confidence in PXRE's future performance and core underwriting
abilities.

Fitch's Negative Rating Outlook reflects Fitch's ongoing concerns
about the concentration of risk in PXRE's book of business.  While
PXRE has indicated its plans to somewhat revise its risk profile
going forward, Fitch is uncertain of the timing, magnitude, and
ultimate effect on exposure these changes will have.
Additionally, there remains the possibility of further development
in hurricane loss estimates as well as new exposure from Hurricane
Wilma.

Fitch's ratings on PXRE will also reflect its evolving views on
catastrophe risk and capital management and how its assessment of
these factors could affect its ratings on the company going
forward.  Fitch views this as especially important given PXRE's
exposure to catastrophe-related losses and recent underwriting
performance.

Fitch had originally placed its ratings on PXRE on Rating Watch
Negative on Sept. 13, 2005, based on potential large loss exposure
to Hurricane Katrina.  Fitch maintained the Rating Watch Negative
after PXRE's capital raising completion pending further assessment
of PXRE's risk profile and potential catastrophe exposure and the
release of PXRE's third quarter 2005 earnings.

Positively, Fitch notes that, in the past, major insurance losses
have spurred significant increases in insurance and/or reinsurance
prices.  PXRE's ability to successfully raise capital is an
indication of the capital market's confidence in both PXRE's
organization, future reinsurance pricing.

These ratings have been downgraded, removed from Rating Watch
Negative, and assigned a Negative Rating Outlook:

   PXRE Group Ltd.

     --Long-term rating to 'BB+' from 'BBB-'.

   PXRE Capital Trust I

     --Trust preferred securities $100 million 8.85% due Feb.1,
       2027 to 'BB' from 'BB+'.

   PXRE Reinsurance Company
   PXRE Reinsurance Ltd.

     --Insurer financial strength to 'BBB+' from 'A-'.


REAL ESTATE: Moody's Rates $800,000 Class L Certificates at B3
--------------------------------------------------------------
Moody's Investors Service assigned these definitive ratings to
certificates issued by Real Estate Asset Liquidity Trust
Commercial Mortgage Pass-Through Certificates, Series 2005-2 (all
figures are denoted in Canadian Dollars):

   -- Aaa to the $348.6 million Class A-1 Certificates due
      October 2020;

   -- Aaa to the $212.8 million Class A-2 Certificates due
      October 2020;

   -- Aa2 to the $9.3 million Class B Certificates due
      October 2020;

   -- A2 to the $14.8 million Class C Certificates due
      October 2020;

   -- Baa2 to the $8.8 million Class D-1 Certificates due
      October 2020;

   -- Baa2 to the $4.4 million Class D-2 Certificates due
      October 2020;

   -- Baa3 to the $1.9 million Class E-1 Certificates due
      October 2020;

   -- Baa3 to the $1.9 million Class E-2 Certificates due
      October 2020;

   -- Ba1 to the $4.7 million Class F Certificates due
      October 2020;

   -- Ba2 to the $3.1 million Class G Certificates due
      October 2020;

   -- Ba3 to the $1.6 million Class H Certificates due
      October 2020;

   -- B1 to the $1.6 million Class J Certificates due
      October 2020;

   -- B2 to the $1.6 million Class K Certificates due
      October 2020;

   -- B3 to the $0.8 million Class L Certificates due
      October 2020;

   -- Aaa to the $583.4* million Class XP-1 Certificates due
      October 2020;

   -- Aaa to the $0.001* million Class XP-2 Certificates due
      October 2020;

   -- Aaa to the $622.0* million Class XC-1 Certificates due
      October 2020; and

   -- Aaa to the $0.001* million Class XC-2 Certificates due
      October 2020.

* Initial notional amount

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.  The ratings on the Certificates are also
based on the credit enhancement furnished by the subordinate
tranches and on the structural and legal integrity of the
transaction.

The pool's strengths include:

   * its high percentage of less risky asset classes (multifamily,
     industrial, anchored retail);

   * recourse on 81.4% of the pool;

   * the overall low leverage; and

   * the creditor friendly legal environment in Canada.

Moody's concerns include the concentration of the pool, where the
top ten loans account for 45.1% of the total pool balance and the
existence of subordinated debt on 18.1% of the pool.  Moody's
beginning loan-to-value ratio was 81.8% on a weighted average
basis.

Moody's assigned provisional ratings to these Certificates on
October 12, 2005.


RED TAIL: U.S. Trustee Unable to Form Creditors 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 Red Tail Canyon,
LLC, 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, 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.


RELIANCE GROUP: Liquidator Gets Court OK on $300 Mil. Distribution
------------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania, in her capacity as Liquidator of Reliance Insurance
Company, asked the Commonwealth Court to approve her Third
Proposal to distribute assets to State Guaranty Associations.

Preston Buckman, Esq., Special Funds Counsel at the Pennsylvania
Insurance Department, explains that once an insolvent insurer
like RIC is placed in liquidation, State Guaranty Associations
are statutorily compelled to pay certain covered claims pursuant
to statutory limitations in each state.  Once a Guaranty
Association pays a covered claim that would otherwise have been
an obligation of the insolvent insurer, the Guaranty Association
becomes subrogated to the claim of the insured or the claimant,
and steps into the shoes of the policyholder for purposes of the
priority of distribution.  Based on the payment of covered
claims, Guaranty Associations in the RIC estate will become the
largest Class (b) policyholder claimants of the estate.

Pursuant to Section 221.36 of the Pennsylvania Statute, the
Liquidator must seek authority from the Commonwealth Court to
disburse assets out of the insolvent insurer's marshaled assets
to any guaranty association.  Section 221.36 requires the
proposal to include:

   (a) A reserve for administrative expenses and secured claims;

   (b) Disbursement of assets marshaled to date and the prospect
       of future disbursement as assets become available;

   (c) Equitable allocation to the various guaranty associations;

   (d) Securing by the Liquidator of an agreement to return
       assets under certain circumstances to ensure pro rata
       distributions among members of the same creditor class;
       and

   (e) Potential reports by the guaranty associations.

The Liquidator proposes to distribute $300,000,000 in cash to the
Guaranty Associations.  In setting this amount, the Liquidator
considered the nature of the estate's assets.  The Liquidator
reserved sufficient assets to pay her administrative expenses as
well as the class (a) expenses of the Guaranty Associations.

According to Mr. Buckman, the Third Proposal provides the
Guaranty Associations, security funds or entities performing
substantially equivalent functions with early access to available
RIC funds to pay covered policyholder claims.  The Third Proposal
also provides the framework for future early access
distributions.  The Liquidator may make future distributions as
additional funds are collected and become available.

After consultation with the representatives of the Guaranty
Associations related with the National Conference of Insurance
Guaranty Funds, the Liquidator decided to use "paid loss and
ALAE" data in the allocation formula for distribution in the
Third Proposal, rather than claims payments made or to be made.
The allocation formula will take into consideration amounts
already received from the First and Second Distribution.

After consultation with the representatives of the Life and
Health Insurance Guaranty Associations, the Liquidator determined
that, given amounts already paid to these Guaranty Associations
in the First and Second Distributions, no Life and Health
Insurance Guaranty Associations will be eligible to receive an
allocation under the Third Proposal, except the New Hampshire
Life and Health Insurance Guaranty Association.

The fifty states and the District of Columbia stand to receive
cash distributions:

               State                        Amount
               -----                        ------
               Alabama                  $4,967,339
               Alaska                      911,217
               Arizona                     747,860
               Arkansas                    766,944
               California               16,016,659
               Colorado                  2,497,077
               Connecticut               6,213,940
               Delaware                    561,085
               District of Columbia      1,223,726
               Florida                  40,429,277
               Georgia                   5,074,785
               Hawaii                      673,129
               Idaho                       106,572
               Illinois                  5,991,760
               Indiana                     572,741
               Iowa                      1,144,973
               Kansas                    1,291,100
               Kentucky                  2,718,604
               Louisiana                10,156,085
               Maine                       475,293
               Maryland                  3,505,996
               Massachusetts             1,548,513
               Michigan                  6,812,734
               Minnesota                 2,072,939
               Mississippi               4,017,893
               Missouri                  5,197,523
               Montana                     306,206
               Nebraska                    659,065
               Nevada                      692,739
               New Hampshire             1,284,782
               New Jersey               16,885,968
               New Mexico                  524,117
               New York                 83,737,606
               North Carolina            7,823,661
               North Dakota                 33,759
               Ohio                      2,043,049
               Oklahoma                  2,046,800
               Oregon                    1,727,277
               Pennsylvania             21,382,325
               Rhode Island              1,038,265
               South Carolina            3,037,177
               South Dakota                293,916
               Tennessee                 5,142,661
               Texas                     8,300,740
               Utah                        756,192
               Vermont                     981,391
               Virginia                  3,805,145
               Washington                9,722,711
               West Virginia               243,601
               Wisconsin                 1,800,427
               Wyoming                      34,656
                                      ------------
               Total                  $300,000,000

                        *     *     *

The Court approves the distribution.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 83; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RELIANT ENERGY: Low 3rd Quarter Results Spur S&P to Watch Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Reliant Energy Inc. and two of its subsidiaries,
Orion Power Holdings Inc. and Reliant Energy Mid-Atlantic Power
Holdings LLC, on CreditWatch with negative implications.

As of Sept. 30, 2005, Houston, Texas-based Reliant had about
$5 billion of total debt outstanding, including off-balance-sheet
obligations.

The rating action follows the company's poorer than expected third
quarter results, its weak prospects for ongoing cash in 2006, and
the uncertainty of the retail business model in 2007 and beyond.

"The performance and results of Reliant's hedging strategy on its
wholesale operations in the PJM region is disappointing,
especially in a period of relatively high wholesale prices," said
Standard & Poor's credit analyst Arleen Spangler.

Standard & Poor's also said that the retail business, as currently
structured in Texas, provides little margin for the regional
electricity providers and currently can support little to no debt.

"Therefore, lenders to Reliant are relying almost exclusively
solely on the wholesale business to support debt service
obligations," said Ms. Spangler.  "That being the case, any
deterioration in expected cash flow from this business line has a
negative effect on credit quality."

Standard & Poor's expects to resolve the CreditWatch listing after
getting clarity on the regulatory construct of the retail business
post price to beat.


REVERE INDUSTRIES: Moody's Junks Planned $55 Million Term Loan
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$135 million senior secured bank revolving credit facility/first
lien term loan of Revere Industries, LLC.  In addition, a Caa1
rating has been assigned to the proposed $55 million second lien
term loan.  A B2 corporate family rating has also been assigned.
The rating outlook is stable.

The ratings are subject to final documentation.  Proceeds from the
first and second lien term loans are expected to be used to repay:

   * the existing $139.2 million senior debt;
   * $19.8 million existing subordinate debt; and
   * related transaction fees.

The revolver is anticipated to remain undrawn at close.

These ratings were assigned:

   * B2 to the proposed five-year $25 million senior secured
     revolving credit facility;

   * B2 to the proposed six-year $110 million senior secured first
     lien term loan;

   * Caa1 to the proposed six and a half year $55 million second
     lien term loan; and

   * B2 Corporate family rating.

The rating outlook is stable.

The initial credit ratings are constrained by Revere's relatively
high leverage and modest cash flow generation.  Using Moody's
standard adjustments, December 2005 leverage (Debt/ EBITDA), is
expected to be approximately 5.0x and the rating agency estimates
that FCF/Debt could increase to 4% by the end of 2006 which are
reasonable for the current rating category.

Revere should generate EBITDA margins in the range of 9.5% to
10.5% in 2006 with its interest coverage (EBITDA/interest expense)
of 2.5x remaining relatively flat through December 2006.  Despite
long-standing customer relationships, Revere's customer
concentration is viewed as a risk to it business as its top two
customers represent 30% of 2004 revenue.

The ratings benefit from Revere's dominant position in the niche
markets it serves complemented by a blue-chip customer base.
Revere benefits from its position as the sole source supplier for
85% of its customer base, its ability to pass through increases in
commodity costs to most of its customer base and the significant
barriers to entry created by its long-standing customer
relationships and its value-added product engineering.

Through its four operating divisions (rolled aluminum (35.1% of
revenue), plastic injection molding (24.7 %), aluminum casting
(21.6%) and powdered metallurgy (18.6%)), Revere manufactures a
diverse suite of products including:

   * various custom-engineered plastic and powdered metallurgy
     product solutions;

   * aluminum sheet and foil; and

   * cold-side turbocharger impellers.

Financial covenants in the proposed loan agreements include:

   * a maximum first lien leverage ratio;
   * maximum total leverage ratio; and
   * a minimum fixed charge coverage ratio.

The proposed revolver and first lien term loan will be secured by
a first priority, perfected lien on all assets and capital stock
of Revere and all of its subsidiaries.  The second lien facility
has a second priority secured interest in all of the collateral
securing the first lien facilities.  The proposed facility will be
unconditionally guaranteed by all direct and indirect subsidiaries
of Revere.  The first lien term loan will amortize in equal
installments at an annual rate of 1% per year with the balance due
in year six.  The second lien facility will not be subject to
interim scheduled amortization.  The facilities will include an
excess cash flow sweep.

The B2 rating on Revere's senior secured revolving credit facility
and first lien term loan reflects the benefits and limitations of
the collateral.  The senior first lien credit facility total $135
million will be secured by total tangible assets of $147 million
and intangible assets of $34 million at September 30, 2005.  The
second lien facility has been rated two notches below reflecting
their junior status relative to the first lien facilities and the
increased risk of loss under a distressed scenario.  Moody's notes
that changes in documentation, structure, or operating performance
from what has been relied upon, may have yielded a different
ratings outcome.

The stable rating outlook reflects favorable market conditions
with positive near-term growth prospects.  Moody's anticipates
Revere's expected cash flow generation, although modest, will be
sufficient to cover the first lien term loan amortization and
interest payments.  The ratings or outlook could be favorably
impacted by a sustained improvement in Moody's adjusted EBITDA
margins to 11% that translate into growth in cash flows and a
reduction of Revere's financial leverage to 4.0x.  Conversely, the
ratings or outlook could be pressured by a deterioration in cash
flows, the loss of a significant customer or a change in financial
posture that negatively impacts Revere's leverage.

Revere is a leading manufacturer of plastic and metal
custom-engineered components for major industrial customers across
a wide variety of industries.


ROMACORP INC: Bondholders Consent to Debt Restructuring
-------------------------------------------------------
Romacorp, Inc., owner and franchisor of Tony Roma's restaurants,
has reached an agreement in principle with a majority of its
bondholders for a consensual restructuring, whereby the
bondholders would exchange their debt for predominant ownership in
the company.  The restructuring, which will take place under
Chapter 11 of the U.S. bankruptcy code, is subject to court
approval of a plan of reorganization and certain other
contingencies.  The restructuring would provide Romacorp's
bondholders with approximately 90% ownership of the Company upon
successful completion of the process.

Romacorp said that despite continued growth in new franchised
restaurant openings and strong sales increases from remodeled
company-owned restaurants in recent years, high-interest debt
incurred during the '90s has stifled its progress.  Refinancing
the debt, combined with the resulting change in ownership, should
provide a much stronger platform for future growth, the company
said.

"We are excited about the opportunity to restructure our company,"
said Romacorp CEO David Head.  "This will allow us to accelerate
our growth plan, which includes a very successful new prototype
and a remodel package that is delivering double-digit sales
increases.  Tony Roma's is successful and well known throughout
the world, and once this process is behind us, we look forward to
taking this great brand to new heights."

The company said it expects to complete the restructuring process
by the end of the first quarter of 2006.  The transaction is
subject to bankruptcy court approval and confirmation of the
Chapter 11 plan, as well as certain other contingencies. During
the restructuring process, Romacorp said it expects to meet its
financial obligations in the ordinary course of business.

Headquartered in Dallas, Texas, Romacorp, Inc., own and operate
the Tony Roma chain of restaurants in 30 locations and franchises
in more than 200 locations.  The Debtor and seven of its
affiliates filed for chapter 11 protection on Nov. 6, 2005 (Bankr.
N.D. Tex. Case Nos. 05-86818 through 05-86825).  Jason S.
Brookner, Esq., at  Andrews Kurth LLP, represents the Debtors in
their restructuring efforts.  Houlihan Lokey Howard & Zukin
Capital, Inc. is the Debtors financial advisor.  As of Sept. 25,
2005, the Debtor listed assets totaling $20,769,000 and debts
totaling $76,309,000.


ROMACORP INC: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Romacorp, Inc.
             9304 Forest Lane, Suite 200
             Dallas, Texas 75243

Bankruptcy Case No.: 05-86818

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Roma Restaurant Holdings, Inc.             05-86819
      Roma Dining, L.P                           05-86820
      Roma Franchise Corporation                 05-86821
      Roma Prince George's, Inc.                 05-86822
      Roma Owings Mills, Inc.                    05-86823
      Roma Holdings, Inc.                        05-86824
      Roma Systems, Inc.                         05-86825

Type of Business: The Debtors own and operate the Tony Roma
                  chain of restaurants in 30 locations and
                  franchises in more than 200 locations.

Chapter 11 Petition Date: November 6, 2005

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtors' Counsel: Jason S. Brookner, Esq.
                  Andrews Kurth LLP
                  1717 Main Street, Suite 3700
                  Dallas, Texas 75201
                  Tel: (214) 659-4457
                  Fax: (214) 659-4829

Debtors'
Financial
Advisor:          Houlihan Lokey Howard & Zukin Capital, Inc.

Debtors'
Claims Agent:     The Garden City Group, Inc.

Financial Condition as of September 25, 2005:

      Total Assets: $20,769,000

      Total Debts:  $76,309,000

Debtors' 21 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Bank of New York                 Senior Notes        $58,000,000
101 Barclay St., 8th Floor West  due 2008
New York, NY 10286

Highland Capital Management LP   Senior Notes        $13,030,282
Two Galleria Tower, Suite 1300   due 2008
13455 Noel Road
Dallas, TX 75240

Wells Fargo                      Senior Notes        $11,234,000
1 California Street              due 2008
San Francisco, CA 94111

Prudential                       Senior Notes         $7,029,000
751 Broad Street                 due 2008
Newark, NJ 07102

CSFB                             Senior Notes         $6,142,567
466 Lexington Avenue             due 2008
New York, NY 10017

Northstar/ING Investments LLC    Senior Notes         $5,571,000
7337 East Doubletree Ranch Road  due 2008
Scottsdale, AZ 85258

Northeast Investors              Senior Notes         $4,686,480
150 Federal Street, Suite 100    due 2008
Boston, MA 02110

Sentinel Capital Partners        Management Fee         $841,667
777 Third Avenue, 32nd Floor
New York, NY 10017

PFG                              Trade                  $350,000
P.O. Box 730
Dover, FL 33527

Deltec Asset Management Corp.    Senior Notes           $318,000
645 5th Avenue                   due 2008
New York, NY 10022

Florida Department of Revenue                           $151,000

Liberty Mutual Insurance Co.                            $102,000

Radix Construction               Trade                  $100,000

US Foodservice                   Trade                  $100,000

Fashion Seal Uniforms            Trade                   $95,000

US Foodservice - Las Vegas       Trade                   $90,000

Carroll County Foods             Trade                   $42,000

Roma JMA                         Trade                   $34,000

Freshpoint South Florida         Trade                   $28,000

Lockton                          Trade                   $27,455

Reds Market Orlando              Trade                   $21,000


RUSH FINANCIAL: Sept. 30 Balance Sheet Upside-Down by $1.5MM
------------------------------------------------------------
Rush Financial Technologies, Inc., dba RushTrade Group, delivered
its financial results for the quarter ended Sept. 30, 2005, to the
Securities and Exchange Commission on Oct. 27, 2005.

For the three months ended Sept. 30, 2005, Rush Financial reported
a $607,772 net loss on $609,416 of revenues, compared to a
$615,031 net loss on $438,335 of revenues for the same period in
2004.

The Company's balance sheet showed $1,817,630 of assets at
Sept. 30, 2005, and liabilities totaling $3,328,347, resulting in
a $1,510,717 stockholders' deficit.  At September 30, 2005, the
Company's current liabilities exceeded its current assets by
$2,579,569.  Current liabilities include past due payroll
obligations of approximately $558,758 and past due notes payable
totaling $352,000.

                          Defaults

Rush Financial has been unable to meet many of its obligations as
they have become due.  Two convertible notes totaling $185,000,
due to a related party, are past due.  Two additional notes
totaling $166,667 are due and two more notes totaling $133,333
will mature in the second quarter of 2006.  The Company is
negotiating with the holders to extend these notes.

The Company is presently engaged in several legal proceedings that
could have an adverse effect on its ability to continue as a going
concern if the outcomes are unfavorable.  The outstanding claim
under these proceedings is estimated at $200,000.

                     About Rush Financial

Headquartered in Dallas, Texas, Rush Financial Technologies, Inc.,
-- http://www.rushgroup.com-- through its subsidiaries, provides
various broker/dealer services in the United States. It develops
and operates portfolio management software products, order
management systems, direct-access trading software applications,
and data services center. The company offers market data platforms
and direct access trading systems to online investors,
semiprofessional traders or institutional portfolio managers, and
traders using its direct access routing technology.  Rush
Financial also provides securities and direct access online
brokerage, trading, and order routing services to retail customers
utilizing its software products.


SALEM COMMS: Earns $3.4 Million of Net Income in Third Quarter
--------------------------------------------------------------
Salem Communications Corporation (Nasdaq:SALM) reported results
for the three-month and nine-month periods ended Sept. 30, 2005.

For the quarter ended Sept. 30, 2005 compared to the quarter ended
Sept. 30, 2004:

    * net broadcasting revenue increased 8.3% to $51.2 million
      from $47.3 million;

    * operating income increased 41.4% to $11.5 million from $8.1
      million;

    * net income increased 33.7% to $3.4 million from net income
      of $2.6 million;

    * station operating income increased 8.4% to $19.8 million
      from $18.3 million;

    * EBITDA increased 27.9% to $14.5 million from $11.4 million;

    * adjusted EBITDA increased 6.3% to $15.1 million from $14.2
      million;

    * same station net broadcasting revenue increased 6.5% to
      $44.7 million from $42 million;

    * same station SOI increased 7.9% to $18.6 million from $17.2
      million; and

    * same station SOI margin increased to 41.6% from 41.1%.

"We continue to report same station net broadcasting revenue and
station operating income growth rates that are among the best in
the radio industry," Edward G. Atsinger III, president and CEO
said.  "Our growth during the quarter is due to strong same
station performance at our News Talk stations, where revenue grew
15.3% and at our contemporary Christian music stations in Atlanta
and Los Angeles, which increased revenue by 13.5% and 12.1%.  Our
Christian Teaching and Talk stations extended their consistent
performance as same station revenue improved by 5.2% in the
quarter."

For the nine months ended Sept. 30, 2005 compared to the nine
months ended Sept. 30, 2004, net broadcasting revenue increased
8.9% to $150.5 million from $138.2 million; operating income
increased 13.8% to $31.6 million from $27.8 million; net income
increased to $9.4 million from net income of $3.6 million; SOI
increased 8.1% to $57.1 million from $52.8 million; EBITDA
increased to 35.6% to $41.3 million from $30.5 million; adjusted
EBITDA increased 5.1% to $42.6 million from $40.5 million; same
station net broadcasting revenue increased 7.8% to $129 million
from $119.7 million; same station SOI increased 11.6% to $53.7
million from $48.1 million; and same station SOI margin increased
to 41.6% from 40.2%.

                          Accounts

As of September 30, 2005, the company had net debt of $309.6
million and was in compliance with all of its covenants under its
credit facilities and bond indentures.  Salem's bank leverage
ratio was 4.97 as of Sept. 30, 2005 versus a compliance covenant
of 6.75. Salem's bond leverage ratio was 5.43 as of Sept. 30, 2005
versus a compliance covenant of 7.0.

                        Acquisitions

During the quarter ended Sept. 30, 2005, Salem closed acquisition
transactions with WGUL (860 AM) in Dunedin, Florida and WLSS (930
AM) in Sarasota, Florida for a total of $8.7 million on Aug. 12,
2005; and KCRO (660 AM) in Omaha, Nebraska (Omaha-Council Bluffs
market) for $3.2 million on Sept. 1, 2005.

                      Stock Repurchases

During the quarter ended Sept. 30, 2005, the company repurchased
154,932 shares of its Class A common stock for $2.8 million.
Since the inception of the stock repurchase program through
Sept. 30, 2005, the company has repurchased 365,251 shares of its
Class A common stock for $6.6 million.

Salem Communications Corporation (NASDAQ:SALM) --
http://www.salem.cc/-- headquartered in Camarillo, California, is
the leading U.S. radio broadcaster focused on Christian and
family-themed programming.  Upon the close of all announced
transactions, the company will own 105 radio stations, including
67 stations in 24 of the top 25 markets.  In addition to its radio
properties, Salem owns Salem Radio Network(R), which syndicates
talk, news and music programming to approximately 1,900
affiliates; Salem Radio Representatives(TM), a national radio
advertising sales force; Salem Web Network(TM), a leading Internet
provider of Christian content and online streaming; and Salem
Publishing(TM), a leading publisher of Christian-themed magazines.

                         *     *     *

Salem Communications' 7-3/4% senior subordinated notes due 2010
carry Standard & Poor's single-B rating.


SCHOOL SPECIALTY: Moody's Reviews B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service changed the direction of School
Specialty Inc.'s review to on review for possible upgrade
following the termination of the proposed go private
recapitalization of the company led by Bain Capital.  The
speculative grade liquidity rating of SGL-3 is being confirmed and
taken off review for possible downgrade.  In addition, the ratings
on the proposed debt offerings to finance the recapitalization
will be withdrawn.

Moody's ongoing review will focus on the company's anticipated
operating performance and prospects, including its recent downward
revision in earnings as a result of its lower than expected
monthly operating results in the company's peak August and
September selling season, as well as the company's expected
financial policies and capital structure going forward.  The
review will likely conclude with no more than a one notch upgrade
to the current B2 corporate family rating.

The SGL-3 speculative grade liquidity rating reflects adequate
liquidity as Moody's expects that the company will be able to fund
its working capital and capital expenditures from internally
generated cash flow and seasonal borrowings over the next four
quarters.  Seasonal borrowing are primarily concentrated in the
company's first quarter and free cash flow is predominantly
generated in one quarter.  Moody's notes that School Specialty's
existing $250 million revolving credit facility expires in April
2006; however, the company is currently in the midst of
refinancing this facility with the recent termination of the
proposed recapitalization.  The current revolving credit agreement
is subject to five financial covenants which the Company is
expected to maintain adequate cushion over ensuring full access to
this facility over the remainder of its availability.

This rating is placed on review for possible upgrade:

   * Corporate Family Rating of B2

This rating is being confirmed:

   * Speculative Grade Liquidity Rating of SGL-3

These ratings are being withdrawn:

   * $175 Million senior secured revolving credit facility of B1;

   * $375 million senior secured term loan B of B1;

   * $150 million senior secured delayed draw credit facility
     of B1;

   * $350 Million senior unsecured notes due 2013 of B3;

   * $225 Million senior subordinated notes due 2015 of Caa2.

School Specialty, Inc., headquartered in Greenville, Wisconsin, is
the largest provider of supplemental educational products and
equipment to the pre-kindergarten through twelfth grade
educational markets in the United States and Canada.

Its products are sold via its catalogue, ecommerce websites, and
sales force.  Total revenues for the fiscal year ended April 30,
2005 were approximately $1.0 Billion.


SHAW COMMS: Moody's Puts Ba2 Rating on Proposed C$300 Million Debt
------------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Shaw
Communications Inc. and assigned a senior unsecured rating of Ba2
to the company's proposed C$300 million senior unsecured debenture
issue which is to be used to retire bank debt and the US$172
million 8.5% CoPrs preferred security issue.  The outlook for all
ratings is stable.

Shaw's Corporate Family Rating of Ba2 is supported by:

   1) free cash flow generation,
   2) operating scale within Canada,
   3) leading North American internet penetration,
   4) efficient cable/internet operation, and
   5) launch of the telephony product.

The rating is constrained by:

1) high leverage,
2) heavy planned shareholder distributions,
3) modest revenue growth,
4) lack of further improvement in operating margins,
5) increasing capital expenditure, and
6) net governance weaknesses.

The outlook is stable because Moody's does not expect material
improvement in Shaw's already good operating performance, while
increasing capital expenditures and ongoing shareholder payments
(dividends and buybacks) are expected to limit meaningful
improvements in the relationship of cash flows to debt.

The rating might be upgraded if Shaw were to decide to dedicate
more of its operational cash flow to debt reduction as opposed to
shareholder distributions, which would be reflected in free cash
flow-to-debt (after Moody's standard adjustments) in the low
double digit range, as compared to the 6% generated in fiscal
2005.  Conversely, the rating might be downgraded if Shaw's
operating performance were to weaken or if shareholders were to
continue to receive a large majority of the company's cash flow
after capital expenditures.  The rating might be downgraded if
free cash flow less ongoing buybacks to debt was likely to remain
in the mid-single digit range.

Moody's believes that Shaw's revenue growth will remain in the
mid-upper single digit range, as telephony growth offsets a
maturation of internet growth given Shaw's already high Internet
penetration rate.  Shaw's EBITDA margin is expected to remain
relatively stable in the low 40% range, as the company's industry-
leading cable/internet margin of approximately 50% is offset with
much lower, although positive, satellite results.

Moody's believes that further improvement in operating results
will be difficult, given Shaw's already superior results.  Shaw's
capital expenditures have increased materially from earlier
expectations, and the company is currently using all of its cash
flow after those expenditures to pay shareholders via dividends
and share buybacks.  While the company has the ability to produce
cash flow, management is not using it to reduce debt, and this
constrains the rating.

The ratings affected by this action are:

  1) Corporate Family Rating: Ba2 (unchanged)

   * Senior Unsecured: Ba2 (unchanged)

     -- 7.40%, Oct 2007 C$297 million
     -- 7.88%, April 2010 US$440 million
     -- 7.68%, April 2011 US$225 million
     -- 7.61%, December 2011 US$300 million
     -- 7.50%, November 2013 C$350 million
     -- Proposed issue due 2012 C$300 million

  2) Trust Preferred Shares (CoPrs) Ba3 (unchanged)

     -- 8.54% Series B, due September 2027 C$ 98 million
     -- 8.50% Series, due September 2097 US$ 172 million*
     -- 8.875% Series, due September 2049 C$147 million

* to be retired from the proposed senior unsecured debt issue

Shaw Communications Inc. is a cable and satellite operator
headquartered in Calgary, Alberta, Canada.


SHAW COMMS: To Redeem $172.7 Million 8.50% Preferred Securities
---------------------------------------------------------------
Shaw Communications Inc. (TSX:SJR.NV.B) (NYSE:SJR) has given
notice of its intention to redeem all of its outstanding Series B
$172.5 million 8.50% Canadian Originated Preferred Securities,
which are listed on the New York Stock Exchange under the symbol
SJR PrB.  The CUSIP number of the Series B Preferred Securities is
82028K705.

The redemption date will be December 16, 2005.  The redemption
price of US$25.00 per Series B Preferred Security plus accrued and
unpaid interest will be paid on the redemption date.

Shaw believes that the redemption of the Series B Preferred
Securities is prudent given the current interest and foreign
exchange rate environments.  The redemption results in a potential
estimated economic benefit in excess of $50 million.  This
represents the foreign exchange benefit realized on the redemption
of the unhedged par value of the Series B Preferred Securities,
combined with the present value of the potential carrying charge
savings over a ten-year term, net of breakage costs of
approximately $16 million.  The breakage costs are in respect of a
cross currency swap relating to certain Series B Preferred
Security distributions.

Questions about the redemption process can be directed to the
trustee, Bank of New York, at 1-800-438-5473.

                       Additional Financing

Shaw also has a commitment from Toronto Dominion Bank to provide
an additional $100 million credit facility.  The commitment is in
the form of a 364-day extendible revolving loan facility, which is
convertible to a one-year non-revolving term loan at the end of
the 364-day period.  It is anticipated, subject to negotiation of
final terms acceptable to both parties, that the facility will
close in the second quarter.

Shaw Communications Inc. -- http://www.shaw.ca/-- is a
diversified Canadian communications company whose core business is
providing broadband cable television, Internet, Digital Phone,
telecommunications services (through Big Pipe Inc.) and satellite
direct-to-home services (through Star Choice Communications Inc.)
to approximately 3.0 million customers.  Shaw is traded on the
Toronto and New York stock exchanges and is a member of the
S&P/TSX 60 index (Symbol: TSX - SJR.NV.B, NYSE - SJR).

                       *     *     *

As reported in today's Troubled Company Reporter, Moody's
Investors Service affirmed all ratings of Shaw Communications Inc.
and assigned a senior unsecured rating of Ba2 to the company's
proposed C$300 million senior unsecured debenture issue which is
to be used to retire bank debt and the US$172 million 8.5% CoPrs
preferred security issue.  The outlook for all ratings is stable.


SMARTIRE SYSTEMS: KPMG Raises Going Concern Doubt
-------------------------------------------------
KPMG LLP expressed substantial doubt about SmarTire Systems Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended July 31,
2005, and 2004.  In an addendum to its audit report, KPMG pointed
to the Company's uncertainty in meeting its current operating and
capital expense requirements.

                Fiscal Year 2005 Results

In its annual report for the fiscal year ended July 31, 2005,
submitted to the Securities and Exchange Commission, SmarTire
reported a $14,291,681 net loss on $1,463,460 of revenues,
compared to a $10,987,026 net loss on $1,658,279 of revenues in
the prior year.

The Company's balance sheet showed $33,284,543 of assets at
July 31, 2005, and liabilities totaling $22,900,586.  At July 31,
2005, the Company had accumulated deficit of $75,132,150 and
working capital of $7,510,569.

Management says that SmarTire requires additional financing to
fund its operation since there is no assurance that it can draw
down on the $160-million equity line of credit from Cornell
Capital Partners.  The drawdown is subject to an effective
Registration Statement filed with the SEC and the registration
statement is currently not effective.

                      Dana Corp Agreement

SmarTire inked a marketing and distribution deal with Dana
Corporation on Oct. 12, 2005.  Under the agreement, the Company
granted to Dana's Heavy Vehicle Technology and Systems Group the
right to directly, or indirectly through Dana's Road Ranger
marketing alliance with Eaton Corporation, the nonexclusive right
to market, sell and distribute its tire pressure monitoring
components to OEMs, fleets and aftermarket distributors not under
the control of an OEM, throughout North America, Mexico, Australia
and New Zealand.

The parties will mutually agree on monthly, quarterly and annual
sales targets to be achieved by Dana.  If at any time Dana fails
to meet these sales targets, the parties will mutually develop a
corrective action plan that will provide for no less than two
quarters for Dana to achieve sales targets.

The marketing and distribution agreement will remain in effect
until Oct. 12, 2012, at which time the marketing and distribution
agreement will continue indefinitely until terminated by either
party upon one year's notice to the other party.

                      About SmarTire

SmarTire develops and markets technically advanced tire pressure
monitoring systems for the transportation and automotive
industries that monitor tire pressure and tire temperature.  Its
TPMSs are designed for improved vehicle safety, performance,
reliability and fuel efficiency.  The Company has three wholly
owned subsidiaries: SmarTire Technologies Inc., SmarTire USA Inc.
and SmarTire Europe Limited.


SOUTH DAKOTA: MetaBank Wants Stay Lifted to Liquidate Collateral
----------------------------------------------------------------
MetaBank, a secured creditor of South Dakota Acceptance
Corporation, asks the U.S. Bankruptcy Court for the District of
South Dakota, Southern Division, to lift the automatic stay in the
Debtor's chapter 11 case.

The Debtor's primary business involves the collection of debts
owed pursuant to retail installment contracts for the purchase of
motor vehicles.  These debts originated from the Debtor's
affiliate, Dan Nelson Automotive Group, Inc., and assigned to
South Dakota.

The terms of MetaBank's lending relationship with South Dakota are
governed by an First Amendment and Restated Loan and Security
Agreement dated Oct. 26, 2004.  Under the credit agreement, the
Debtor owes MetaBank $16,926,225.  The loan is secured by a
blanket lien in the Debtor's personal property.

Having reviewed South Dakota's collection activity, MetaBank
concluded that it is undersecured.

MetaBank wants the stay lifted to allow it recover and liquidate
its collateral.

Headquartered in Sioux Falls, South Dakota, South Dakota
Acceptance Corporation dba CNAC, dba Mr. Payroll, dba First
Midwest Fidelity, and Dan Nelson Automotive Group, Inc., filed for
chapter 11 protection on June 20, 2005 (Bankr. D. S.D. Case No.
05-40866).  When the Debtor filed for protection from its
creditors, it listed $15,624,000 in assets and $28,028,058 in
debts.


STELCO INC: Ontario Court Dismisses Bondholders' Appeal
-------------------------------------------------------
The Ontario Court of Appeal dismissed an appeal by Stelco Inc.'s
Informal Committee of Senior Debenture Holders from orders issued
by Justice Farley on Oct. 4.  Those orders authorized Stelco to,
among other things, enter into agreements with the Province of
Ontario, elements of the United Steelworkers and Tricap Management
Limited.

The Court of Appeal held that Mr. Justice Farley had jurisdiction
to make the orders in question and that those orders moved the
restructuring process along to the point where the bondholders
would be free to exercise their voting rights at the meeting of
creditors to be held on Nov. 15, 2005.

"We're continuing the negotiations designed to bring creditors on
board our restructuring plan," Courtney Pratt, Stelco President
and Chief Executive Officer, said.  "We want to address their
concerns while maintaining the support of stakeholders who have
already supported the plan.  The fact is that there's just not
enough value in the company to give everyone everything they want.
So we're working hard to provide everyone with enough to earn
their support."

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.


SYCAMORE CBO: Moody's Reviews $37MM Notes' Ba1 Rating for Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed three classes of notes issued by
Sycamore CBO (Cayman) Ltd. on review for possible upgrade:

    1) the U.S.$140,000,000 Class A-1 Senior Secured Floating Rate
       Notes due August 10, 2009;

    2) the U.S.$41,000,000 Class A-2 Senior Secured Fixed Rate
       Notes due August 10, 2009; and

    3) the U.S. $37,000,000 Class A-3 Senior Secured Fixed Rate
       Notes due February 10, 2011.

According to Moody's, the U.S.$140,000,000 Class A-1 Senior
Secured Floating Rate Notes and the U.S.$41,000,000 Class A-2
Senior Secured Fixed Rate Notes has delevered 77% as of the August
2005 payment date.  The rating action is also due to an
improvement of credit quality of the underlying collateral
portfolio.

Rating Action: Under review for possible upgrade

Issuer: Sycamore CBO (Cayman) Ltd.

  Class Description: U.S.$140,000,000 Class A-1 Senior Secured
                     Floating Rate Notes due August 10, 2009

    * Prior Rating: A1
    * Current Rating: A1 (under review for upgrade)

  Class Description: U.S.$41,000,000 Class A-2 Senior Secured
  Fixed Rate Notes due August 10, 2009

    * Prior Rating: A1
    * Current Rating: A1 (under review for upgrade)

  Class Description: U.S. $37,000,000 Class A-3 Senior Secured
                     Fixed Rate Notes due February 10, 2011

    * Prior Rating: Ba1
    * Current Rating: Ba1 (under review for upgrade)


SYNAGRO TECH: Earns $5.1 Million of Net Income in Third Quarter
---------------------------------------------------------------
Synagro Technologies, Inc. (Nasdaq and ArcaEx Markets: SYGR)
reported results of operations for the three and nine months ended
Sept. 30, 2005.

Net income before preferred stock dividends totaled $5.1 million,
compared to net income of $4.4 million for the same period in
2004.

Revenue for the quarter ended Sept. 30, 2005, increased
$2.3 million or 2.7% to $88.2 million from $85.9 million in the
comparable period last year.

Operating income for the quarter increased $800,000 to $13.7
million compared to $12.9 million in the comparable quarter last
year.

Pre-tax income for the quarter increased $2 million to $9.2
million from income of $7.2 million reported in the third quarter
of 2004 due to the $800,000 increase in operating income and a
$1.2 million decrease in other expense, net related primarily to a
$1 million decrease in interest expense.

Earnings before interest, taxes, depreciation and amortization
expense for the quarter increased to $19.2 million from
$17.7 million in the comparable quarter last year primarily due to
the changes in income from operations and other expense.

"For the quarter our top line revenue increased 2.7% to $88.2
million, including increases in our design build and event
revenues," Robert C. Boucher, Jr., Company Chief Executive
Officer, stated.  "Our contract revenues decreased $0.8 million
due to an expected decrease in revenue on a long-term cleanout
contract that will not have significant activity in 2005. This
contract generated $0.4 million of revenue this quarter, compared
to $3.3 million of revenue in the third quarter of 2004."

Revenue for the nine months ended Sept. 30, 2005, increased $7.2
million or 3% to $248 million from $240.8 million in the
comparable nine months last year.

Operating income for the nine months totaled $23 million compared
to $33.5 million in the comparable nine months last year.

Pre-tax income for the nine months decreased to a loss of
$13.6 million from income of $17 million reported in the first
nine months of 2004.

Net loss before preferred stock dividends totaled $9.1 million for
the nine months ended Sept. 30, 2005, compared to net income of
$10.4 million for the same period in 2004.

EBITDA for the first nine months of 2005, adjusted to exclude the
transaction costs and expenses, stock option redemptions and
transaction bonuses, and debt extinguishment costs related to the
Recapitalization totaling $27.8 million, decreased to
approximately $47.4 million from approximately $48.1 million in
the comparable period last year primarily due to the changes in
income from operations and other expense.

                     Capital Structure

In June 2005, the Company closed a new $305 million senior credit
agreement, repaid $190 million of debt under its previously
outstanding senior and subordinated debt agreements, converted all
outstanding shares of preferred stock into 41,885,597 shares of
common stock, and completed a $160 million offering of 9,302,326
primary and 27,847,674 secondary shares of common stock.
Accordingly, the Company incurred certain costs and write-offs
relating to the Recapitalization, including $1.5 million of
transaction costs and expenses, $6.8 million of stock option
redemptions and transaction bonuses, and $19.5 million of debt
extinguishment costs.  The Company also recognized as dividends
$4.6 million of previously unrecognized accretion on preferred
stock.

Headquartered in Houston, Texas, Synagro Technologies, Inc. --
http://www.synagro.com/-- offers a broad range of water and
wastewater residuals management services focusing on the
beneficial reuse of organic, nonhazardous residuals resulting from
the wastewater treatment process, including drying and
pelletization, composting, product marketing, incineration,
alkaline stabilization, land application, collection and
transportation, regulatory compliance, dewatering, and facility
cleanout services.

                         *     *     *

As reported in the Troubled Company Reporter on June 17, 2005,
Synagro's 9-1/2 % senior subordinated notes due Apr. 1, 2009,
carry Moody's Investors Service's Caa1 rating and Standard &
Poor's single-B rating.


TELESYSTEM INTERNATIONAL: Court Grants Additional Powers to KPMG
----------------------------------------------------------------
Telesystem International Wireless Inc. (TSX VENTURE:TIW) reported
that the Superior Court, District of Montreal, Province of Quebec
has issued, under the Company's plan of arrangement, an order to
vest the Court-appointed Monitor, KPMG Inc., with further powers
and duties once the common shares of TIW are cancelled and
delisted from the TSX Venture Exchange.  The Company has not yet
determined the dates for the cancellation and delisting of its
common shares, but is targeting the end of November 2005.

Telesystem International Wireless Inc. -- http://tiw.ca/--  
operates under a court supervised Plan of Arrangement to complete
the transaction with Vodafone announced on March 15, 2005, proceed
with its liquidation, including the implementation of a claims
process and the distribution of net cash to shareholders, cancel
its common shares and proceed with its final distribution and be
dissolved.


TESORO PETROLEUM: Moody's Rates $900 Million Unsec. Notes at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Tesoro
Petroleum's pending two tranche $900 million senior unsecured note
offering, approximately in the range of $450 million due 2012 and
$450 million due 2015.  Moody's also upgraded Tesoro's Corporate
Family Rating to Ba1 from Ba3 and its senior secured bank revolver
rating from Ba2 to Baa3.  The rating outlook is stable.

After a sustained phase of major debt reduction, today's actions
coincide with Tesoro's general completion of a strategic review,
covering the scale of its new stock buyback program, organic
projects and capital spending plan, and assessment of the
acquisition market.  Moody's believes Tesoro emerges from that
process still committed to suitable fiscal discipline and
liquidity for the new ratings, a discipline reinforced by its
prior experience with highly leveraged acquisitions in a volatile
margin capital intensive sector in which essential working capital
needs also surge dramatically during crude oil price spikes and
stay high with sustained high prices.

The upgrades generally reflect:

   * major deleveraging;

   * expected fiscal prudence;

   * a sound sector outlook; and

   * expected adequate cash flow and cash balance cushion to
     internally fund a heavy 2006 capital spending budget and
     $200 million equity buyback.

Liquidity is strong, with:

   * $440 million of pro-forma cash;

   * $472 million of pro-forma committed undrawn revolver
     availability; and

   * expected above mid-cycle cash flow next year.

However, the ratings are restrained by still substantial Lease
Adjusted Leverage and Lease + Bareboat Charter Adjusted Leverage,
forthcoming substantially escalated capital spending, and inherent
margin volatility.  Operating lease expense approximates $111
million per year.  Moody's also notes that 55% of Tesoro' cash
flow and earnings are generated by one refinery, a significant
regional margin and operating downtime risk concentration given
the nature of the refining business.  Moody's also notes, however,
that Tesoro maintains over $1 billion of business interruption
insurance.

Note proceeds and cash balances will fund the retirement of the:

   * 9.625% senior subordinated notes due 2008;

   * 9.625% senior subordinated notes due 2012; and

   * 8% senior secured notes due 2008 (previously B2 senior
     subordinated and Ba2 senior secured, respectively).

The senior subordinated note ratings are upgraded to Ba2, notched
according to Moody's single notching policy for subordinated notes
of issuers having Corporate Family ratings of Ba2 and Ba1 (absent
over-riding structural considerations) and the senior secured note
rating is upgraded to Baa3.  These ratings will be withdrawn
immediately upon the notes' retirement, which is imminent.

Tesoro is an independent petroleum refiner and marketer with 6
refineries having a combined distillation capacity of 558,000
barrels/day and a below average 8.5 Nelson Complexity Rating
(referring to a refinery's relative ability to convert crude oil
into high value transportation fuels and other high value
product).  Higher complexity indicates a capacity to convert
higher percentages of a given barrel of oil into high value
product.  Its largest refinery has high complexity and generates
some 55% of cash flow.

The ratings also gain support from a currently strong margin
environment, and a regionally and operationally diversified
refining portfolio consisting of six refineries focused on West
Coast and Rocky Mountain markets.  The refineries span several
regional crack spread environments, diversify exposure to
weakening regional crude oil supply trends, and range from high
complexity deep conversion capability (the 168,000 barrels per day
Golden Eagle refinery in the San Francisco Bay Area) to low
complexity light sweet refining capability (Anacortes, Washington,
108,000 bpd; Hawaii, 95,000 bpd; Alaska, 72,000 bpd; Mandan, North
Dakota, 60,000 bpd; and Salt Lake City, 55,000 bpd).

The refining portfolio also diversifies exposure to important
volatile crude cost differentials between expensive light sweet
crude oil and cheaper heavy sour crude oils.  Declining California
production does impact the Golden Eagle refinery but imported
crude oil readily covers the shortfall with incremental costs
tending to be passed on to the market.

The two notch upgrade of the Corporate Family Rating is compatible
with:

   * the operating strengths, needs, and weaknesses of Tesoro's
     business portfolio;

   * a currently strong but ever-volatile sector margin
     environment;

   * the pro-forma financial structure;

   * greater funding for Tesoro's environmental capital spending
     activity; and

   * its renewed focus on important organic, margin improving
     projects, and authorized shareholder enhancements.

In its first phase of shareholder actions, Tesoro:

   1) increased its dividend 100% but this merely brings it closer
      to a more competitive range and adds up to a low $28 million
      per year; and

   2) approved a $200 million 2006 stock buyback program.

It will be important for its buyback programs to avoid
releveraging.

The ratings are restrained by still substantial Lease, bareboat
charter, and Pension Adjusted debt in the range of at least $1.8
billion and resulting adjusted balance sheet leverage of
approximately 50%.  For 2005, Tesoro's long and short term
bareboat charter expense will approximate $74 million, excluding
additional very considerable spot charter costs.

Bareboat charter costs are core financial obligations covering
core capital assets (tankers) deemed vital to sustaining the
current scale and mode of operations, including moving
intermediate feedstocks and finished products amongst its Pacific
refineries (Alaska, Hawaii, Washington, and San Francisco).
Additional operating lease expense approximates $37 million a
year.

Several operating characteristics may limit Tesoro's ultimate
upgrade potential.  While Tesoro holds 6 refineries, its largest
typically generates the majority of EBITDA.  Its two largest
refineries typically generate 76% of EBITDA.  Golden Eagle has
experienced significant unscheduled downtime over the years though
this has been improving and Tesoro also carries substantial
business interruption insurance.  The portfolio also carries
comparatively high unit operating costs.  As well, four of
Tesoro's refineries are well below 100,000 barrels of daily
capacity, have low complexity (though historically suitable to
their local markets), have been historically protected to varying
degrees by niche economics, and face inherent risk of potential
niche erosion.

The upgrades further reflect:

   1) general completion this week of Tesoro's management and
      board level strategic review, with the outcomes to date
      compatible with the new ratings;

   2) the accelerated lease-adjusted leverage reduction due to
      extraordinary sector margins and modest capital spending;

   3) strong liquidity support for $650 million of 2006 capital
      spending and the planned at least $200 million of 2006 stock
      buybacks.

Tesoro reduced balance sheet debt by $1.1 billion from its
difficult 2002 peak due to generally strong sector margins
commencing in 2003.  Pro-forma September 30, 2005 cash balances
approximate $440 million, bringing net leverage to a comparatively
low level, though such liquidity is deemed important in this
volatile, capital and working capital intensive sector.

Thus, net leverage and liquidity measures have improved very
substantially over the last three years, with the pace
accelerating through 2005.  As a necessity, and subsequently to
reduce the leverage risk premium hampering its equity performance,
cash flow conservation for debt reduction was Tesoro's top
priority.

Capital spending will rise very substantially to $670 billion in
2006 versus approximately $350 million in 2005 and approximately
$540 million in 2007.  Tesoro will dedicate substantial capital to
upgrade the product yield, unit cost, and margin profiles of
several of its refineries.  Such projects would strengthen the
refining portfolio.

Moody's also believes that, while the generally low overall
complexity of Tesoro's portfolio may present significant
opportunities for organic reinvestment to improve premium light
product yield, achieve unit cost savings, or the ability to
economically run higher volumes of cheaper heavier and sour crude
oil and still achieve desire product slates, these projects would
consume substantial cash prior to first cash flow.

Pro-forma September 30, 2005 balance sheet debt would approximate
$1 billion, down from $1.6 billion at March 31, 2004 and $1.2
billion at year-end 2004.  Lease and pension adjusted debt appears
now be $1.8 billion to $1.9 billion, including $88 million of
unfunded pension liabilities.  The lease rentals cover refined
product tanker bareboat charters for vessels essential to moving
Tesoro's intermediate and finished product volumes amongst its
Pacific Basin refineries and markets.

Pro-forma Balance Sheet Debt/Capital is roughly 37% and
approximately 50% adjusting for operating leases and unfunded
pension fund costs.  Fully-loaded pro-forma Adjusted
Debt/Complexity Barrel approximates $380/Barrel and pro-forma
Adjusted Debt/Distillation Capacity Barrel approximates
$3,200/barrel.  These numbers would be materially lower if non-
core operating leases were excluded from adjusted leverage.

Tesoro Petroleum Corporation is headquartered in San Antonio,
Texas.


TRUMP ENTERTAINMENT: Sells Trump Indiana to Majestic Star
---------------------------------------------------------
Trump Entertainment Resorts, Inc. (NASDAQ NMS: TRMP) reported that
the Company and The Majestic Star Casino, LLC, have signed a
definitive stock purchase agreement to sell Trump Indiana, Inc., a
subsidiary of the Company that owns and operates the Company's
riverboat casino and hotel at Buffington Harbor in Gary, Indiana,
to Majestic.

The agreement calls for Majestic to pay a purchase price of $253
million, subject to certain adjustments and customary
representations and warranties.  The sales price represents
approximately 8.1 times the trailing 12-month Earnings Before
Interest, Taxes, Depreciation and Amortization of Trump Indiana.
After accounting for certain taxes, fees and other closing costs
and expenses, the sale is anticipated to result in approximately
$227 million in net proceeds to the Company.

Under the agreement, Majestic will purchase all of the issued and
outstanding equity of Trump Indiana.  The sale, which is expected
to be consummated by the end of the year, is subject to the
receipt of customary regulatory approvals and the consent of the
Company's lenders under its $500 million credit facility.

Majestic currently owns a riverboat casino adjacent to Trump
Indiana, and through a joint venture, Majestic and Trump Indiana
own, develop and operate all common land-based and waterside
operations in support of their riverboat casinos at Buffington
Harbor in Gary, Indiana.  Through another joint venture, Trump
Indiana and an affiliate of Majestic also operate a parking garage
at Buffington Harbor.

James B. Perry, the Company's President and Chief Executive
Officer, commented on the pending sale, "Trump Indiana has been a
reliable contributor to the Company's operating earnings, and the
employees at the site can be proud of their accomplishments these
past nine years.  Majestic has been a good neighbor, and we wish
them continued success as the operator of both boats at the site.
The net proceeds of the sale should provide the Company with
additional capital to invest in our Atlantic City properties and
the flexibility to pursue other growth opportunities.  I
congratulate our management team, led by our Chief Strategic
Officer, Scott Butera, on all of their hard work in putting this
transaction together."

Donald J. Trump, the Chairman of the Company's Board of Directors,
commented further, "We are very pleased with the outcome of this
strategic transaction.  We are also appreciative of the
partnership we had with Majestic Star, and are confident that they
will continue to operate both assets with great success."

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.


UAL CORP: Barclays Holds $20.7 Million Allowed Unsecured Claim
--------------------------------------------------------------
Prior to UAL Corporation's bankruptcy petition date, Barclays
Bank PLC financed two 737-322 aircraft in UAL and its debtor-
affiliates' fleet through leveraged lease transactions.  The
Aircraft bear tail numbers N323UA and N324UA. Each of the Aircraft
was initially acquired by a separate owner trust that in turn
leased the Aircraft to the Debtors under lease agreements dated
Aug. 1, 1988.

Under the terms of the Leases, the Debtors were obligated to make
regular rent payments as set forth in each Lease.  From and after
the Petition Date, the Debtors continued to use the Aircraft in
their business operations.

The Aircraft were part of the auction pool portion of the
Debtors' fleet.  Shortly after the Petition Date, the Debtors
sent proposals to financiers of auction pool aircraft to
restructure its lease and mortgage obligations.  In December
2002, Barclays signed two restructuring proposals related to the
Aircraft, under which the Debtors would compensate Barclays at a
rate of $65,000 per month for its use of the aircraft.

The next step in the process was for the Debtors and Barclays to
execute term sheets that would provide more detail to the
restructuring proposals.  In July 2003, the Debtors and Barclays
entered into two separate term sheets for the Aircraft, which the
Court approved.  The Debtors were, thus, authorized to execute
definitive documentation in connection with the restructuring of
the Leases.

The Term Sheets would expire if the parties did not complete the
definitive documentation within a certain period of time.  The
termination dates of the Term Sheets were extended numerous times
as the parties negotiated the definitive documentation to
complete the restructurings.

However, the Debtors and Barclays could not come to terms on the
definitive documentation, and the Term Sheets eventually expired
in November 2004.  Per the Term Sheets, the Debtors did not make
any payments to Barclays for its use of the Aircraft while the
parties attempted to complete the definitive documentation.

In January 2005, the Debtors and Barclays entered into a letter
agreement by which the Debtors would reject the Aircraft and
return them to Barclays.  The Debtors rejected the leases
pursuant to a Court order dated January 24, 2005 with an
effective rejection date of January 31, 2005.

In March 2005, Barclays filed claims which amended previously
filed claims and which assert administrative and unsecured claims
with respect to the Aircraft:

                   Previously-Filed
    Claim No.          Claim No.          Aircraft
    ---------      ----------------       --------
     43867             39137               N324UA
     43866             3910                N323UA

Barclays asserts an aggregate of $32,255,096 in unsecured claims.

In August 2005, Barclays sought the allowance and payment of an
administrative expense claim for the Debtors' postpetition use of
the Aircraft.  Barclays calculated the Administrative Claim under
the Leases at $6,216,992 for N323UA, and $6,219,469 for N324UA --
plus attorneys' and brokerage fees -- for a total of $14,125,550.

The Debtors and the Official Committee of Unsecured Creditors
objected to the Administrative Expense Request.

The Debtors, Barclays, and the Committee submitted a joint
pretrial statement on Sept. 12, 2005, in preparation for an
evidentiary hearing on the Administrative Expense Request.

In the interim, the Debtors and Barclays engaged in a series of
good-faith negotiations and reached an agreement to resolve the
Administrative Expense Request and the Claims.

The Debtors ask the U.S. Bankruptcy Court for the Northern
District of Illinois to approve its settlement with Barclays.

The settlement provides that:

   (a) the Debtors will pay Barclays $81,363 per month for use
       of the Aircraft from the Petition Date through the
       Return Date, totaling $2,077,469 for N323UA and
       $2,101,879 for N324UA, for a total of $4,179,348;

   (b) the Debtors will pay Barclays $30,000 in legal fees; and

   (c) Barclays will be allowed an Unsecured Claim for
       $10,359,915 for N323UA and $10,404,638 for N324UA, which
       was calculated by subtracting the current fair market
       value of the aircraft and the administrative claim
       payments from the stipulated loss value of the aircraft
       at the Petition Date and $85,000 in attorneys' fees.

Mark Kieselstein, Esq., at Kirkland & Ellis, in Chicago,
Illinois, asserts that the settlement with Barclays is
advantageous to the Debtors.  Barclays will receive $11,500,000
less than the face value asserted in its Claim.  The Debtors will
avoid the costs of additional negotiation or litigation, in which
there is no guarantee of success.  Without the settlement, the
matter would proceed to an evidentiary hearing with legal
preparation and expert testimony.

Mr. Kieselstein admits that the settlement of the Administrative
Claims exceeds the amount of postpetition rent under the Term
Sheets.  However, the settlement amount approximates market rates
for the Debtors' postpetition use of the Aircraft.

This compromise prevents the Debtors from having to compensate
Barclays at much higher prepetition lease rates under Section
365(d)(10) of the Bankruptcy Code, Mr. Kieselstein says.

                        *     *     *

The Hon. Eugene Wedoff authorizes the Debtors to pay Barclays
$4,209,333 for postpetition use of the Barclays Aircraft and
associated legal fees.  Barclays is allowed unsecured claims of
$10,359,915 for N324UA and $10,404,638 for N324UA.

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


UAL CORP: Judge Wedoff Approves LOIs for Verizon & Disney Jets
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
grants UAL Corporation and its debtor-affiliates' request on a
final basis with respect:

   * the Verizon Capital Corporation Aircraft bearing Tail Nos.
     N646UA and N661UA; and

   * the Walt Disney Television and Pictures Aircraft bearing
     Tail No. N647UA.

The Hon. Eugene Wedoff approves the Letters of Intent for the
Verizon and Disney Aircraft in their entirety.  The Debtors and
the Trustees are authorized to enter into and consummate the
Verizon and Disney Aircraft LOIs.

Allowance of the deficiency claims as provided in the LOIs will
be without prejudice to:

  a) any tax indemnity claims of Verizon or Disney related to
     their aircraft; or

  b) any objection to the claims filed by the Debtors.

Furthermore, the Deposit for the Verizon and Disney LOIs are
approved, nunc pro tunc.

The Deposit is non-refundable and not subject to avoidance,
repayment, disgorgement or clawback.  However, the Debtors will
recover the Deposit, with interest, if the Trustees do not obtain
the requisite directions from a majority of the holders of the
controlling notes in the relevant transactions.

The Trustees and Certificateholders will suspend all marketing
efforts for the Aircraft.

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


UAL CORP: Battle Over PBGC's $8.3 Billion Claims Ensues
-------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 13, 2005, the
Official Committee of Unsecured Creditors objects to
$8,300,000,000 in claims filed by the Pension Benefit Guaranty
Corporation for unfunded benefit liabilities of UAL Corporation
and its debtor-affiliates' defined benefit pension plans.  Carole
Neville, Esq., at Sonnenschein, Nath & Rosenthal, in New York
City, states that the PBGC's Claims will ultimately approach
$10,000,000,000.

If a pension plan has less assets than liabilities, the
difference equals the unfunded benefit liabilities, explains Ms.
Neville.  Benefit liabilities are calculated by determining the
present value of all pension payments due over the life of the
plan.  This calculation requires numerous assumptions about the
future.  The choice of assumptions affects the amount of the
benefit liabilities.  Ms. Neville argues that the PBGC's
assumptions produce a grossly overstated claim that asserts a
disproportionate share of the distribution to unsecured creditors.

                    PBGC Responds

The Pension Benefit Guaranty Corporation asks the Court to
overrule the objection filed by the Official Committee of
Unsecured Creditors.  Jeffrey B. Cohen, Esq., the PBGC's Chief
Counsel, in Washington, D.C., asserts that the Committee wants the
Court to ignore PBGC regulations, which were adopted pursuant to
an express delegation by the U.S. Congress.

Mr. Cohen tells the Court that the PBGC regulations are entitled
to the full force and effect of law and are controlling.  The
Committee's attempt to influence the calculation of the benefit
liabilities violates the principles underlying the PBGC's
methodology.  The PBGC's calculations replicate the market value
of private annuity contracts by using mortality and interest rate
assumptions interdependently.  The PBGC's measurement of
termination liability promotes uniformity by replicating the
price that an employer would pay to close out a pension plan
through the purchase of annuities in the market place.  This
provides assurance that a termination liability will be measured
in a fair, objective and consistent manner.

The PBGC's initial unfunded benefit liability claims were
contingent upon termination of the Debtors' Pension Plans.  Since
the PBGC has become a statutory trustee for the Pension Plans and
guarantor of benefits payable, those claims are no longer
contingent.  The dates of plan termination have been established.
The PBGC has completed recalculations and will soon amend its
unfunded benefit liability claims, which will exceed
$10,000,000,000, Mr. Cohen says.

Mr. Cohen asserts that the Committee does not take a stand.  The
Committee does not specify how much of the PBGC's Claim the Court
should allow.  Instead, the Committee only asks the Court to
ignore PBGC regulations regarding various assumptions, in favor of
different but unspecified assumptions that provide for "more
equitable treatment of all creditors."

Mr. Cohen argues that the Committee's assertion that the PBGC's
Claim should be reduced for consideration received under the PBGC
Settlement with the Debtors is "at odds with both economic reality
and the proper legal basis for valuing PBGC's bankruptcy claims."

The PBGC gave up considerable value under the PBGC Settlement,
like its claims against the Debtors for unpaid contributions,
unpaid premiums, and comprehensive claims against the non-debtor
controlled group members.  These concessions by the PBGC must be
taken into account, Mr. Cohen adds.

             Committee Will Provide Proof at Hearing

On behalf of the Official Committee of Unsecured Creditors, Mark
A. Flessner, Esq., at Sonnenschein, Nath & Rosenthal, in Chicago,
Illinois, alleges that the Pension Benefit Guaranty Corporation
wants to use "an extremely low discount rate that bears no
relationship to the actual return on plan asset investments and
assumes retirement and mortality rates that may bear no relation
to the actual retirement and mortality rates of eligible
employees."

Mr. Flessner argues that the PBGC's Claims are overstated because
they are not reduced by the consideration under the PBGC
Settlement.

Mr. Flessner also asserts that the PBGC's discount rate is
unreasonably low and that a "prudent investor" rate or a similar
realistic investment rate should be used to discount the plans'
benefit liabilities.  At trial, the Committee will provide the
Debtors' actual retirement age experience and mortality rates.
The Committee will demonstrate the value of the net consideration
received by the PBGC pursuant to the PBGC Settlement, by which
PBGC's claims should be reduced.

                       Responses

(1) URPBPA

The United Retired Pilots Benefit Protection Association asks the
Court to find that the PBGC's 45% assignment of its claims to the
Debtors violates the Employee Retirement Income Security Act.

Frank Cummings, Esq., at LeBoeuf, Lamb, Greene & MacRae, in
Washington, D.C., argues that URPBPA's members may assert a claim
against the Debtors for the portion of the PBGC's 45% assignment
that is applicable to qualified benefits lost by retired pilots.

Mr. Cummings says URPBPA should be allowed to monitor the
proceedings to ensure that nothing affects URPBPA's right to
assert its claim against the Debtors.

(2) ALPA

The Air Line Pilots Association supports the Committee's
objection.  However, ALPA believes that the PBGC should not be
forced to reduce its Claims by the consideration under the PBGC
Settlement.

(3) PBGC

Matthew C. Luzadder, Esq., at Kelley, Drye & Warren, in Chicago,
Illinois, says the PBGC will introduce documentary and testimonial
evidence demonstrating that the Pension Plans' unfunded benefit
liabilities were calculated in accordance with applicable
regulations, which constitute relevant non-bankruptcy law.  Mr.
Luzadder asserts that the Court must accept that method as
controlling substantive law.

The Committee wants the PBGC's Claim reduced for consideration to
be received under the PBGC Settlement.  Mr. Luzadder reminds the
Court that the PBGC gave up many valuable claims and rights under
the Agreement.  In fact, the PBGC's Claims may be increased by the
value relinquished.

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


UNIAO DE BANCOS: Moody's Reviews D+ Bank Financial Strength Rating
------------------------------------------------------------------
Moody's Investors Service placed on review for possible upgrade
the D+ bank financial strength rating of Uniao de Bancos
Brasileiros S.A.- Unibanco.  According to Moody's, the review
reflects consistent improvements in Unibanco's financial
performance and, in particular, its core profitability, which has
been supported by:

   * a higher-yielding and more balanced asset mix;
   * controlled costs; and
   * improved cross selling.

In spite of the limitations imposed by a volatile operating
environment, Unibanco's profitability indicators have become
aligned to those of higher-rated bank peers.

The review will focus on the bank's ability to sustain such
performance in a scenario of heightened competitiveness, and
gradually declining interest rates.  Moody's review will also
center on the maintenance of asset quality as the loan portfolio
grows, as well as management's ability to continue to extract the
most value of Unibanco's franchise, following its reorganization
in 2004.

Moody's noted that Unibanco's established presence in the
wholesale and retail banking markets is complemented by a strong
operation in the consumer finance segment, as well as by growing
participation in both insurance and credit card businesses.  The
bank's efforts to develop alternative distribution channels as
well as capture additional clientele have yielded some clear
results -- particularly by increasing client penetration and
cross-selling opportunities.  Those efforts have resulted in
robust and consistent core earnings.

Moody's indicated, however, that Unibanco -- as in the case of
Brazilian banks in general-- is challenged to maintain adequate
asset quality in a scenario of dynamic credit expansion.  The bank
also faces the challenge of improving its funding mix, while
defending its market share in several consumer segments.

Unibanco is headquartered in Sao Paulo, Brazil, and as of June
2005, it had total assets of approximately US$35 billion and
equity of approximately US$3.7 billion.

This rating was placed on review for possible upgrade:

   * Bank financial strength rating: D+


UNION AVENUE: U.S. Trustee Wants Case Converted to Chapter 7
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing at 10:00 a.m. on Dec. 6, 2005, to consider the
U.S. Trustee's request to convert Union Avenue Auto Body, Inc.'s
chapter 11 case to a liquidation proceeding under chapter 7 of the
Bankruptcy Code.

Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, wants the
Debtor's case converted to a chapter 7 liquidation proceeding
because of the Debtor's inability to reorganize and its continued
losses.

Ms. Stapleton learned at a status conference in April 2005 that:

     a) the Debtor had received termination notices from its
        insurance companies and that all of the Debtor's insurance
        policies had been cancelled for lack of payment;

     b) the Debtor does not have the funds to pay insurance
        premiums owed;

     c) the Debtor was delinquent in the payment of employee
        withholding taxes totaling approximately $20,000; and

     d) the Debtor's business operations have shut down.

In addition, Ms. Stapleton tells the Bankruptcy Court that the
Debtor has unpaid post-petition debts of $102,864 as of March 2005
and is delinquent in the payment of quarterly fees totaling
approximately $1,250.

Ms. Stapleton explains that a conversion would open the way for
the appointment of an independent trustee who would liquidate any
assets and investigate any avoidance actions that might lead to a
distribution to creditors.

Headquartered in East Rutherford, New Jersey, Union Avenue Auto
Body, Inc. filed for chapter 11 protection on December 29, 2004
(Bankr. D. N.J. Case No. 04-50195).  When the Company filed for
protection from its creditors, it estimated total assets at $1
Million to $10 Million and debts at $1 Million to $10 Million.


UNITED WOOD: Wants Court to Declare Default Notice as Void
----------------------------------------------------------
United Wood Products Company filed an action in the U.S.
Bankruptcy Court for the District of Oregon against Kimberly-Clark
Worldwide, Inc., and Sterling Bank:

      * alleging violation of the automatic stay; and
      * seeking declaratory and injunctive relief.

                      Nature of Conflict

In August 2003, United and Kimberly-Clark entered into a Wood Fuel
Supply and Services Agreement.  Under the contract, United will
provide wood waste and creosote to fuel the No. 14 Boiler at
Kimberly-Clark's Everett, Washington, facility from 2003 to 2008.

Sterling Bank issued an Irrevocable Letter of Credit to Kimberly-
Clark which provided that it can draw upon the L/C in the event
that United defaults under the Agreement, provided that a written
notice of default was issued and 30 days have elapsed since the
date of the default notice.

United claims it delivered adequate supplies of good quality wood
waste to Kimberly-Clark from August 2003 through February 2004.
However, on June 15, 2004, Kimberly-Clark issued a notice of
default asserting its right to terminate the agreement if the
default was not cured within 30 days.

United continued to perform under the Agreement until October 1,
2004, when Kimberly-Clark terminated the Agreement.

On April 18, 2005, Kimberly-Clark filed a complaint against United
in the Superior Court of Washington for Snohomish County [Case No.
052079787], alleging breach of the Agreement.

United answered the complaint and filed counterclaims against
Kimberly-Clark for breach of the Agreement, breach of the implied
covenant of good faith and fair dealing, conversion and unjust
enrichment.

On September 29, 2005, ten days after United filed its chapter 11
case, Kimberly-Clark sent another copy of the notice of default.
Because the letter was sent after the case was filed, United
asserts that Kimberly-Clark violated the automatic stay under 11
U.S.C. Section 362.  As a result of the automatic stay violation,
Kimberly-Clark's notice of default is void, United insists.

As a condition precedent to drawing upon the Letter of Credit,
Kimberly-Clark must send United a notice of default.  This won't
be satisfied because Kimberly-Clark has already violated the
automatic stay, United says.

Unless Kimberly-Clark is temporarily prohibited from drawing upon
the L/C and Sterling Bank is temporarily enjoined from paying the
L/C, the Debtor says its estate and creditors will suffer
immediate, irreparable injury, loss or damage.

Against this backdrop, United urges the Court to:

   * declare the notice of default sent on September 29 as void,

   * issue a temporary restraining order and preliminary
     injunction restraining Kimberly-Clark from drawing upon the
     Letter of Credit, and

   * issue a temporary restraining order and preliminary
     injunction restraining Sterling Bank from paying the Letter
     of Credit.

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 AIRWAYS: Reports October Traffic Statistics & Merger Update
--------------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) reported traffic statistics for
the month of October 2005.  For America West operated flights,
revenue passenger miles for the month were 2 billion, a decrease
of 2.9 percent from October 2004.  Capacity was 2.5 billion
available seat miles, down 0.3 percent from October 2004.  The
passenger load factor for October was 77.3 percent versus 79.4
percent in October 2004.

For US Airways mainline operated flights, RPMs for October 2005
were 2.9 billion, a decrease of 13.3 percent from October 2004.
Capacity was 3.9 billion ASMs, down 12.3 percent from October
2004. The passenger load factor for the month of October was 74.8
percent down from 75.6 percent in October 2004.

"Despite the decline in load factor, we experienced strong growth
in yields, which lead to strong unit revenue increases for both
airlines during October, Scott Kirby, executive vice president,
sales and marketing, said.  "In fact, both the former America West
and the former US Airways systems produced double digit unit
revenue increases during October."

                      October Integration Update

To date, 16 of 38 common-use airports have been integrated.

On Oct. 2, first phase of code-sharing began.  To date, 215 city
pairs are now available for purchase.

On Oct. 5, customers can earn and burn frequent flyer miles across
the entire combined route network.

On Oct. 10, US Airways announced that the reservation system for
combined airline would be the EDS reservation system currently
used by America West.

On Oct. 25, US Airways signed a lease for the 148,000 square foot
Rio West Business Park to house a portion of consolidated
operations in Tempe with plans to house a variety of functions
into the new buildings in April 2006.

For the month of October 2005, America West will report domestic
on-time performance of 84.1 percent and a completion factor of
98.7 percent to the U.S. Department of Transportation.  US Airways
will also report to the DOT domestic on-time performance of 79.8
percent and a completion factor of 98.0 percent.

US Airways and America West's recent merger creates the fifth
largest domestic airline employing nearly 36,000 aviation
professionals.  US Airways, US Airways Shuttle and US Airways
Express operate approximately 4,000 flights per day and serve more
than 225 communities in the U.S., Canada, Europe, the Caribbean
and Latin America.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Fitch Ratings has affirmed the issuer default rating of 'CCC' and
the senior unsecured rating of 'CC' on the debt obligations of
America West Airlines, Inc.  Fitch has also initiated coverage of
US Airways Group, Inc., with an IDR of 'CCC' and a senior
unsecured rating of 'CC'.  The recovery ratings for the senior
unsecured obligations of both US Airways Group and AWA are 'R6',
indicating an expected recovery of less than 10% in a default
scenario.


VARIG S.A.: Creditors Accept $62 Million BNDES Offer
----------------------------------------------------
Bloomberg News reports that creditors of VARIG S.A. have accepted
a $62 million financing proposal from Banco Nacional de
Desenvolvimento Economico e Social, Brazil's government-run
national development bank, to bail out VARIG.

Pursuant to the proposal, BNDES will fund a third party investor
of the special purpose company that will be formed to hold shares
of Varig Logistica S.A., and Varig Manutencao e Engenharia.

The amount will be earmarked to cure VARIG's postpetition lease
arrearages on aircraft retained by the airline.

VARIG has identified TAP Portugal as the potential investor,
according to published reports.  VARIG selected TAP as partner in
its debt restructuring process.  VARIG's controlling shareholder,
Rubem Berta Foundation, selected TAP among other participants.

Investnews in Brazil identified the other aspirants as Docas
Investimentos S/A, MatlinPatterson, Ocean Air, Trabalhadores do
Grupo Varig and French ATS.

Varig will send the TAP proposal to BNDES for approval.

TAP said it would deposit $62 million into the accounts of leasing
firms overseas to avoid repossession of about 20 to 40 aircraft
used by VARIG, according to NoticiasFinancieras.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VARIG S.A.: Preliminary Injunction In Place Until November 11
-------------------------------------------------------------
Docas Investimentos, S.A., Sindicato Nacional Dos Aeronautas and
Sindicato Brasileiro Dos Aeroviarios want the U.S. Bankruptcy
Court for the Southern District of New York to deny the request of
certain of VARIG S.A.'s creditors to lift the preliminary
injunction.

As previously reported in the Troubled Company Reporter, Central
Air Leasing Limited, Wells Fargo Bank Northeast, N.A., Ansett
Worldwide Aviation, U.S.A and its affiliated or related
corporations, and the Boeing Company asked for the removal of the
preliminary injunction to give the Foreign Debtors time to close
the sale of Varig Logistica S.A. to MatlinPatterson Global
Advisors, LLC.

William E. Brueckner, Esq., at Ernstrom & Dreste, LLP, in
Rochester, New York, explains that the Foreign Proceedings are
proceeding apace and have seen very significant developments in
generating a plan for recovery for the Foreign Debtors.

Mr. Brueckner tells Judge Drain that Docas has proposed a plan of
recovery for VARIG, which is being endorsed by the Sindicatos.
The Banco Nacional de Desenvolvimento Economico e Social has also
proposed a separate recovery plan of the airline.

BNDES' proposal would make $62,000,000 available to satisfy
VARIG's creditors while the Docas proposal would make as much as
$90,000,000 available for that purpose.

Mr. Brueckner says potential investors in the Docas proposal and
BNDES proposal have been aware of the prior proceedings in the
U.S. Bankruptcy Court, including, without limitation, the
expiration of the existing Preliminary Injunction at the end of
the day on November 11, 2005.  The potential investors have
worked intently with that expiration in mind to develop and
obtain approvals of their proposals for the Foreign Debtors'
recovery.

Termination or dissolution of the Preliminary Injunction would
serve as an obvious and devastatingly adverse obstacle to any
proposal for the recovery of the Foreign Debtors, Mr. Brueckner
points out.  By contrast, Mr. Brueckner says the brief
continuation of the Preliminary Injunction through the end of the
day on November 11, 2005, as presently contemplated, would allow
very favorable and promising developments currently unfolding in
the Foreign Proceedings to mature.

Docas is a major holding company and investor in the Brazilian
economy, with assets in excess of $500,000,000, and holdings in
the agribusiness, petroleum, construction, shipbuilding,
electricity, media, and leisure and entertainment sectors.  The
Sindicatos are workers' unions representing the interests of
employees in the airline and air travel industries.

Docas presented its recovery plan for VARIG to the Assembly of
Creditors in the Foreign Proceedings on October 13, 2005.  Docas
and the Sindicatos also discussed Docas' proposal with the
Brazilian Vice-President, Jose de Alencar, and Murilo Portugal,
Brazil's Minister of the Economy.

Mr. Brueckner notes that both the Docas/Sindicatos Proposal and
the BNDES Proposal demonstrate that the Foreign Debtors are
proceeding quickly toward liquidity proposals, and that
negotiations with investors are ongoing.

                  Central Air Lessors Talk Back

On behalf of the Central Air Lessors, Carlos Rameh, Esq., at C.
Rameh Advogados Associados in Sao Paolo, Brazil, informs the
Bankruptcy Court that Jose Aranha, a BNDES employee, clarified at
the creditors meeting on October 20, 2005, that BNDES is willing
to lend the third-party investor of the special purpose company
that will be formed to hold all or most of the shares of Varig
Logistica S.A., and Varig Manutencao e Engenharia, two thirds of
the $62,000,000 to be used to acquire the SPC.

Thus, BNDES, in the initial stages, would lend the Investor
$42,000,000.  BNDES' proposal requires the Investor to be ready
with its $21,000,000.

"Mr. Aranha emphasized that the BNDES' proposal would not include
any direct financing to VARIG, but solely to the Investor," Mr.
Rameh says.

Mr. Rameh also notes that Mr. Aranha confirmed the BNDES proposal
will not result in immediate disbursement of any funds to the
aircraft lessors.  Mr. Rameh points out that there are several
steps required before the first disbursement proposed by BNDES
can be made which Mr. Aranha said would have to be accomplished
in a "fast track" basis.

No exhaustive list was disclosed during the October 20 meeting,
however, Mr. Rameh says some of the steps discussed include:

   1.  VARIG must identify the Investor, which must be ready
       willing and able to immediately invest the $21,000,000;

   2.  VARIG must present the Investor to the BNDES and the
       BNDES credit committee must conduct a credit investigation
       of the Investor -- which investigation Mr. Aranha
       estimated would require at least one week;

   3.  Approval of the Brazilian Department of Civil Aviation for
       the transfer of shares of VarigLog, considering among
       other things that the DAC must approve the changes to the
       ownership of Brazilian air transportation companies and
       the Brazilian Aeronautical Code limits the proportion of
       voting shares of Brazilian air transportation companies
       held by non-Brazilians;

   4.  Approval of the Brazilian Commercial Court responsible for
       VARIG's Judicial Recuperation Proceedings; and

   5.  Incorporation of the SPC.

Based on prior experience with formation of corporations in
Brazil and obtaining approvals of the DAC and BNDES, Mr. Rameh
tells the Bankruptcy Court that completion of the steps would
usually require several weeks or even months to be obtained.  In
addition, if any of the steps fails there would be a risk that
the BNDES proposal might never be consummated at all.

According to Mr. Rameh, VARIG's objection to the dissolution of
the Injunction contains several misrepresentations.  VARIG's
assertion that the BNDES proposal will provide immediate
financing is incorrect because the funding will not be
"immediate" and the financing will not be provided directly to
VARIG in the form of a loan.

VARIG and UBS estimated that as of October 20, 2005, the
aggregate amount of VARIG's post-June 17 arrearages on aircraft
and engine leases is approximately $62,000,000.  Mr. Rameh says
the estimate appears to be inaccurate or is at least inconsistent
with declarations that VARIG has made in Brazil.  In a petition
VARIG filed in the Rio de Janeiro Commercial Court on October 10,
VARIG said that as of October 20, it would owe $71,900,000 in
postpetition lease obligations to its lessors.

VARIG indicated that "[a]fter some delay in the process of
electing a committee, which was no fault of VARIG, a creditor
meeting was held on October 13, 2005 to consider the Matlin
Transaction."  Mr. Rameh clarifies that the full Creditors
Committee has not yet been elected because the labor creditor
class has not yet agreed on a Creditors Committee member.

In addition, Mr. Rameh points out that the October 13 Creditor
Meeting was not held for the purpose of considering the Matlin
Transaction.  It was held for the purpose of considering VARIG's
full judicial recovery plan, which could include the Matlin
Transaction as well as the airline's long-term plan of
reorganization.

Mr. Rameh says VARIG's long-term plan of reorganization is vague
in relation to the repayment of prepetition debt.  Many creditors
that might have supported the Matlin Transaction are unwilling to
vote in favor of the more comprehensive plan.

VARIG said "[b]ecause under the Brazilian law creditors have a
right to be heard with respect to a sale of a debtor's assets,
the Brazilian Court required the formation of a creditors'
committee and notice of a general meeting of creditors."

This statement is incorrect, Mr. Rameh asserts.  Pursuant to
Article 66 of the New Bankruptcy and Restructuring Law of Brazil,
Mr. Rameh explains that the Brazilian Court could have approved
the Matlin Transaction.  The fact that the Brazilian Court has
not yet approved the Matlin Transaction demonstrates that VARIG
has failed to convince the Brazilian Court to grant approval.

VARIG also pointed out that a creditor has requested conversion
of the judicial recuperation proceeding into a liquidation
proceeding.

Mr. Rameh clarifies that the Central Air Lessors did file a
motion with the Brazilian Court on September 28, 2005, informing
the Brazilian Court that VARIG had failed to pay postpetition
obligations and that the default was not permitted by the NBRL,
and that the Central Air Lessors were, therefore, entitled to
payment of the amounts or dissolution of the Brazilian
Injunction.  To date the Brazilian Court has not issued any
ruling on the Central Air Lessors' request nor has the Court
issued a date for a hearing on the request.

Mr. Rameh also relates that the Brazilian Court has not yet
established a deadline by which the Foreign Debtors are required
to pay their postpetition obligations.  The Foreign Debtors have
indicated to the Brazilian Court that their rental obligations
increase by $7,500,000 weekly.

                          *     *     *

Judge Drain rules that the Preliminary Injunction will remain in
full force and effect.  The Preliminary Injunction will continue
through and including November 11, 2005, and the Court will
convene a hearing on November 9, 2005, at 10:00 a.m., to consider
the Foreign Representatives' request for continuation of the
Preliminary Injunction.

The requests to modify the Preliminary Injunction are denied.

However, nothing will affect the rights of any person or entity,
or the duties of the Foreign Debtors to those persons or
entities, granted or provided under the NBRL with respect to the
Foreign Debtors and their estates.

Judge Drain rules that the scope of the injunctive relief
provided in the Preliminary Injunction:

   (a) will not exceed the scope of any injunction issued by, or
       stay as applied by, the Brazilian Court;

   (b) will not prevent or impair the transactions contemplated
       by the Foreign Debtors' financing motion, dated August 22,
       2005, that is presently pending before the Brazilian Court
       or the proposal made by BNDES; and

   (c) will be automatically reduced to the extent of any
       reduction or modification by the Brazilian Court of any
       injunction or stay in the Foreign Proceeding.

Judge Drain directs the Foreign Debtors to provide to their
aircraft lessors, and to any other creditors upon written
request:

    -- updated cash flow reports showing the Foreign Debtors'
       actual sources and uses of funds during the past 3-month
       period together with any assumptions underlying the
       projections approximately every week for the trailing week
       period; and

    -- a fleet plan, to be updated periodically, indicating which
       aircraft (by amount and type) are expected to be
       operational and in use each month by the Foreign Debtors.

The Foreign Debtors must also take reasonable measures to ensure
that aircraft lessors receive payment of all payment defaults
first arising after June 17, 2005, pro rata out of the proceeds
received by the Foreign Debtors as consideration for the
transactions contemplated by the Financing Motion or the BNDES
Proposal or other sources of funds or financing.

Objections to the continuation of the Preliminary Injunction are
due November 4, 2005.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VENTURE HOLDINGS: Has Until Nov. 16 to File Reorganization Plan
---------------------------------------------------------------
The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the
Eastern District of Michigan, Southern Division, established
Nov. 16, 2005, as the last day within which Venture Holdings
Company and its debtor-affiliates may file a plan of
reorganization and an accompanying disclosure statement.

Based in Fraser, Michigan, Venture Holdings Company and its
debtor-affiliates filed for chapter 11 protection (Bankr. E.D.
Mich. Case No. 03-48939) on March 28, 2003.  Deluxe Pattern
Corporation and its debtor-affiliates filed for chapter 11
protection on May 24, 2004 (Bankr. E.D. Mich. Case No. 04-54977).
As of March 31, 2002, the Debtors had total assets of
$1,459,834,000 and total debts of $1,382,369,000.  Venture's
prepetition lenders acquired Venture's assets during the chapter
11 proceeding.  John A. Karaczynski, Esq., and Robert M. Aronson,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Creditors' Committee.


WEIGHT WATCHERS: S&P Places Low-B Ratings on $220M Lien Term Loans
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to online commercial weight-loss service provider
WeightWatchers.com, a subsidiary and exclusive licensee of Weight
Watchers International Inc.

Standard & Poor's also assigned its 'B+' bank loan rating to the
company's $150 million first lien term loan, and a 'B-' bank loan
rating to the company's $70 million second lien term loan, with a
recovery rating of '5' on both liens, indicating that first and
second lien investors could expect negligible recovery of
principal in the event of a payment default.

At the same time, Standard & Poor's revised its outlook on WWI to
positive from stable.  In addition, Standard & Poor's affirmed its
ratings on WWI, including its 'BB' corporate credit rating.

The outlook on WW.com is positive.  Pro forma for the transaction,
New York, New York-based WW.com will have about $220 million of
total debt outstanding, excluding operating leases.

As previously announced, WWI will redeem the remaining shares of
WW.com from Artal Luxembourg SA for $304.8 million, excluding
transaction expenses.  WW.com will utilize a new $220 million
senior secured credit facility to finance this transaction, in
addition to cash on hand.   Following the completion of the
acquisition, WW.com will become a wholly owned subsidiary of
WWI, and Artal will retain its 62% ownership stake of WWI.

"We expect WW.com to maintain its growth momentum and strengthen
its credit protection measures.  In the event that WWI can provide
direct support for the loan in the form of a guarantee, the
ratings could be raised during the outlook period," said Standard
& Poor's credit analyst Mark Salierno.  Alternatively, if
operating performance and credit protection measures were to
weaken at WW.com, the outlook could be revised to stable.


WINN-DIXIE: Annual Shareholders Meeting is on December 8
--------------------------------------------------------
The 2005 annual meeting of shareholders of Winn-Dixie Stores,
Inc., will be held on Thursday, December 8, 2005, 9:00 a.m., at
the Company's headquarters at 5050 Edgewood Court, Jacksonville,
Florida.

At the meeting, shareholders will be asked to act on these
matters:

   * Election of three Class III directors for terms expiring in
     2008;

   * Ratification of the appointment of KPMG LLP as independent
     registered public accounting firm for fiscal year 2006; and

   * Any other business that may properly come before the
     meeting.

The Board of Directors has fixed October 14, 2005, as the record
date for the annual meeting.  Only holders of Winn-Dixie common
stock of record at the close of business on that date will be
entitled to notice of, and to vote at, the annual meeting.

Winn-Dixie filed with the Securities and Exchange Commission its
proxy statement to be used in conjunction with the Annual
Meeting.  A full-text copy of that statement is available at no
charge at http://ResearchArchives.com/t/s?2c2

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).


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
ACCO Brands Corp        ABD         (28)         878     (364)
Abraxas Petro           ABP         (43)         106       (5)
Accentia Biophar        ABPI         (8)          34      (20)
AFC Enterprises         AFCE        (44)         216       52
Alaska Comm Sys         ALSK         (9)         589       49
Alliance Imaging        AIQ         (52)         621       43
AMR Corp.               AMR        (729)      29,436   (1,882)
Atherogenics Inc.       AGIX        (98)         213      190
Bally Total Fitn        BFT        (172)       1,461     (290)
Biomarin Pharmac        BMRN       (65)          209      (38)
Blount International    BLT        (220)         446      126
CableVision System      CVC      (2,430)      10,111   (1,607)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL       (463)       1,456       85
Cenveo Inc              CVO         (12)       1,146      127
Choice Hotels           CHH        (165)         289      (34)
Cincinnati Bell         CBB        (625)       1,891      (18)
Clorox Co.              CLX        (532)       3,570     (229)
Columbia Laborat        CBRX        (12)          18       11
Coley Pharma            COLY         (5)          71       30
Compass Minerals        CMP         (83)         686      149
Crown Media HL          CRWN        (34)       1,289     (130)
Deluxe Corp             DLX        (101)       1,461     (297)
Denny's Corporation     DENN       (261)         498      (72)
Domino's Pizza          DPZ        (553)         414        3
Echostar Comm           DISH       (972)       7,281      269
Emeritus Corp.          ESC        (123)         720      (43)
Empire Resorts          NYNY        (20)          62       (5)
Foster Wheeler          FWLT       (490)       2,012     (175)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (53)       1,026      283
I2 Technologies         ITWO       (153)         386      124
ICOS Corp               ICOS        (67)         232      141
IMAX Corp               IMAX        (38)         241       27
Immersion Corp.         IMMR        (11)          46       30
Indevus Pharma          IDEV       (103)         119       86
Intermune Inc.          ITMN         (7)         219      133
Investools Inc.         IED         (20)          64      (46)
Isis Pharm.             ISIS       (124)         147       46
Kulicke & Soffa         KLIC        (44)         365      182
Lodgenet Entertainment  LNET        (69)         283       22
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (95)       2,989      371
McDermott Int'l         MDR        (140)       1,489      123
McMoran Exploration     MMR         (61)         407      118
NPS Pharm Inc.          NPSP        (55)         354      258
ON Semiconductor        ONNN       (317)       1,171      300
Qwest Communication     Q        (2,716)      23,727      822
RBC Bearings Inc.       ROLL         (5)         247      125
Riviera Holdings        RIV         (27)         216        5
Rural/Metro Corp.       RURL        (97)         316       44
Rural Cellular          RCCC       (465)       1,376       30
Ruth's Chris Stk        RUTH        (49)         110      (22)
SBA Comm. Corp.         SBAC        (50)         857       19
Sepracor Inc.           SEPR       (213)       1,193      830
St. John Knits Inc.     SJKI        (52)         213       80
Tiger Telematics        TGTL        (46)          20      (55)
US Unwired Inc.         UNWR        (76)         414       56
Vector Group Ltd.       VGR         (33)         527      173
Verifone Holding        PAY         (36)         248       48
Vertrue Inc.            VTRU        (35)         441      (80)
Weight Watchers         WTW         (36)         938     (266)
Worldspace Inc.         WRSP     (1,720)         560   (1,786)
WR Grace & Co.          GRA        (574)       3,465      848

                          *********

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.

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