TCR_Public/051109.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Wednesday, November 9, 2005, Vol. 9, No. 266

                          Headlines

A&J AUTOMOTIVE: Wants Court to Approve Floor-Plan Lending Scheme
ABRAXAS PETROLEUM: Sept. 30 Balance Sheet Upside-Down by $27 Mil.
ADELPHIA COMMS: Files Draft Fourth Amended Reorganization Plan
AIR CARGO: Wants Excl. Plan Filing Period Stretched to December 2
ALOHA AIRLINES: Two IAM Units Ratify New Agreements

AMERICAN REMANUFACTURERS: Files Chapter 11 Petition in Delaware
AMERICAN REMANUFACTURERS: Case Summary & 29 Largest Creditors
ANCHOR GLASS: Outlines Key Employee Retention Program
ANCHOR GLASS: UGI Seeks Additional Adequate Assurance
ANCHOR GLASS: Court OKs Rejection of Campbell Consulting Agreement

AQUILA INC: Posts $75.7 Million Net Loss in Third Quarter 2005
ASARCO LLC: ASARCO President Daniel Tellechea Resigns
ASARCO LLC: Subsidiaries' Panel & FCR Want to Prosecute Claims
ASARCO LLC: Wants Resurrection Mining Joint Venture Pacts Rejected
ATA AIRLINES: NatTel LLC Says Disclosure Statement is Inadequate

ATA AIRLINES: Mass. Port Asks Court to Reject Disclosure Statement
ATA AIRLINES: Disclosure Statement Hearing Continued to November 9
ATKINS NUTRITIONALS: Wants Plan Filing Period Stretched to Jan. 27
ATKINS NUTRITIONALS: M. Miller Objects to Disclosure Statement
AUDIO-EX INC: Case Summary & 37 Largest Unsecured Creditors

BEARINGPOINT INC: Will Reject Possible Debenture Claims
BEKENTON USA: Case Summary & 20 Largest Unsecured Creditors
C2 CONCRETE: Voluntary Chapter 11 Case Summary
CABELA'S CREDIT: S&P Rates $5.6 Million Class D Notes at BB
CALUMET LUBRICANTS: Moody's Puts B2 Rating on $225 Million Debts

CATHOLIC CHURCH: Spokane Discloses Witnesses for Nov. 17 Hearing
CATHOLIC CHURCH: Spokane Wants to Sell Cedar Property for $318,000
CATHOLIC CHURCH: Spokane Wants to Hire Hawkins & Edwards as Broker
CENTURY MANUFACTURING: Case Summary & 21 Largest Unsec. Creditors
COLLINS & AIKMAN: DaimlerChrysler Wants to Recover Tooling

COLLINS & AIKMAN: Court Modifies Cash Management Order
COMPTON PETROLEUM: Moody's Rates $300 Million Unsec. Notes at B2
COSINE COMMUNICATIONS: Posts $31,000 Net Loss in Third Quarter
CP SHIPS: Offers to Buy Back $200 Mil. of 4% Senior Subor. Notes
CRIIMI MAE: Earns $5.8 Million of Net Income in Third Quarter

CURATIVE HEALTH: Moody's Downgrades Corporate Family Rating to Ca
CURATIVE HEALTH: GE Capital Waives Covenant Defaults
D.R. HORTON: Good Strategy Prompts Moody's to Lift Ratings
DEAN FOODS: Buys Back $415M of Stock; Plans to Buy $300M More
DEE MARTINEZ: Voluntary Chapter 11 Case Summary

DELPHI CORP: Fitch Rates $2-Bil Debtor-In-Possession Debt at BB-
DELPHI CORP: Six Unions Banded Together to Form Coalition
DELTA AIR: Section 341(a) Meeting Slated for February 16
DELTA AIR: Asks Court to Enforce Automatic Stay Against Sussex
DELTA AIR: Wants to Reject Pembroke Capital Lease

DEX MEDIA: R.H. Donnelley Buy Prompts S&P to Remove Watch
DOWLING COLLEGE: Operating Deficits Spur S&P to Shave Debt Rating
DRS TECH: S&P Rates Proposed $650 Million Secured Loan at BB+
ENCYCLE/TEXAS INC: Section 341(a) Meeting Set for November 30
ENRON: Court Okays Pact Clarifying Status of Linden Claims

ENRON CORP: Eni UK Wants Court to Stay Claim Objection Proceedings
FLYI INC: Reaches Tentative Agreements With 2 Unions on Pay Rates
FLYI INC: Independence Air Credit Exposure is $135 Mil. Says CIT
FUTURE PACKAGING: Case Summary & 20 Largest Unsecured Creditors
GARDEN STATE: Hires Kern Augustine as Special Healthcare Counsel

GE CAPITAL: S&P Upgrades Ratings on Four Certificate Classes
GREGORY HILL: Case Summary & 18 Largest Unsecured Creditors
GTC TELECOM: Restates FY 2004 and 2005 Financial Statements
HAPPY KIDS: Wants to Sell Certain Assets to Wear Me for $23 Mil.
HIGHLANDERS ALLOYS: U.S. Trustee Wants Case Converted to Chapter 7

INDUSTRIAL ENTERPRISES: Secures $5 Million Credit Facility
INTERNATIONAL BUSINESS: Case Summary & Largest Unsec. Creditor
INTERSTATE BAKERIES: Selling Fairfax Property for $3.4 Million
JOYCE WILLIAMS: Case Summary & 13 Largest Unsecured Creditors
KAISER ALUMINUM: Wants Court to Strike Insurers' Claims Objections

KITCHEN INC: Wants Claims Objection Deadline Stretched to June 30
LIMELIGHT MEDIA: Restated Balance Sheet Shows $1.8 Mil. Deficit
LOUISIANA HOUSING: Katrina Impact Cues S&P to Junk $7.5 Mil. Bonds
MARICOPA INDUSTRIAL: S&P Pares $13.9M Revenue Bond Rating to B+
MCI INC: 11 Officers Dispose of 54,466 Shares of MCI Common Stock

MESABA AVIATION: Wants Daugherty Fowler as Special Counsel
MESABA AVIATION: Fairbrook, Et Al., Ask Court to Lift Stay
METABOLIFE INT'L: Committee Responds to Retailers' Accusations
METROPOLITAN MORTGAGE: Inks $7.25MM Settlement Deal with Directors
MILACRON INC: Posts $6.9 Million Net Loss in Third Quarter 2005

MSO HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $8.8 Million
N C TELECOM: U.S. Trustee Will Meet Creditors on Nov. 17
NATIONAL ENERGY: Gets Court Nod on CalPX Settlement Agreements
NATIONAL ENERGY: Citibank Holds $5.5 Mil. Allowed Unsecured Claim
NATIONAL WASTE: Trustee Reports No Assets to Administer

NORTHWEST AIRLINES: Inks Settlement Pact with Honeywell Int'l.
NORTHWEST AIRLINES: Brokers-Dealers Propose Trading Model Order
NORTHWEST AIRLINES: Files 2nd Request to Reject Aircraft
NORTHWEST AIRLINES: Reaches Agreements with Two Unions on Pay Cuts
O'SULLIVAN IND: Agrees to Pay Ad Hoc Committee's Legal Fees

POPE & TALBOT: Posts $8.8 Million Net Loss in Third Quarter
PRAYER TOWER: Voluntary Chapter 11 Case Summary
PRE-PAID LEGAL: S&P Rates Proposed $160 Mil. Senior Loans at BB-
PRIMER BANCO: Moody's Affirms D+ Financial Strength Rating
RADIO ONE: Earns $11.5 Million of Net Income in Third Quarter

RANGE RESOURCES: Moody's Upgrades Sr. Sub. Notes' Ratings to B2
RECYCLED PAPER: S&P Junks $87 Million Senior Secured Term Loan
REFCO INC: Court Clarifies Bidding Procedures for Asset Sale
REFCO INC: Panel Wants Court to Order Parties to Produce Documents
RELIANCE GROUP: Creditors Panel Advises Court on Executory Pacts

REVERE INDUSTRIES: S&P Junks $55 Million Senior Secured Term Loan
RH DONNELLEY: S&P Rates Proposed $2.2 Billion Senior Loan at BB
SBA COMMS: SBA Unit Prices Offering of $405 Million Certificates
SECOND CHANCE: Doesn't Want Case Converted to Chapter 7
SONICBLUE INC: Continues Nanci Salvucci's Employment as Controller

SOYODO GROUP: Posts $202,546 Net Loss in Quarter Ended Sept. 30
TEAM HEALTH: Debt Use Cues S&P to Affirm Ratings & Remove Watch
TECO: Reorganized Debtors File First Post-Confirmation Report
TECUMSEH PRODUCTS: Posts $32.8 Million Net Loss in Third Quarter
TEE JAYS: Former Employees Object to Plan Confirmation

TESORO CORP: S&P Places BB+ Rating on $900 Mil. Senior Notes
TOYS "R" US: S&P Slices Ratings on $13 Million Certificates to B-
TRUST ADVISORS: Wants to Employ Heller Ehrman as Special Counsel
UAL CORP: Court Approves Credit Card Processing Agreement
VARIG S.A.: TAP Air Gets Creditor Support for $62MM Asset Purchase

WESTPOINT STEVENS: Court to Hold Dismissal Motion Hearing Today
WESTPOINT STEVENS: Steering Panel Asks Ct. to Suspend Escrow Order
WESTPOINT STEVENS: CIT Group Seeks Court Approval to Remit Funds
WILD OATS: Earns $82,000 of Net Income in Third Quarter 2005
WODO LLC: Sells Real Property to Union Center for $3.9 Million

WORLDCOM INC: Three Calif. Pension Funds Recover $257MM in Lawsuit
WORLDCOM INC: Plaintiffs Want Request to Bar Class Action Denied

* Fitch Rates Eleven North American Global Power Group Companies

* Upcoming Meetings, Conferences and Seminars


                          *********

A&J AUTOMOTIVE: Wants Court to Approve Floor-Plan Lending Scheme
----------------------------------------------------------------
A & J Automotive Group, Inc., dba DJ Automotive Sales, asks the
U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, for authority to:

   -- continue a floor-plan lending arrangement with Manheim
      Automotive Finance; and

   -- disburse the sale proceeds of its floor-plan automobiles to
      Manheim Automotive.

Manheim holds the title certificates of four of the Debtor's
floor-planned automobiles.  Two of those vehicles sold for
$23,000.  The Debtor wants the money, held in escrow, to be
released to Manheim.

The Debtor says Manheim and Joan L. Fitterling assert claims on
its vehicle inventory.  However, Ms. Fitterling's security
interest is preferential and will be avoided, the Debtor claims.

The Debtor adds that the floor-plan lending arrangement is
necessary for it to continue its business operations while in
chapter 11.

Headquartered in Clearwater, Florida, A&J Automotive Group, Inc.
is a used motor vehicle dealer.  The Company filed for chapter 11
protection on September 19, 2005 (Bankr. M.D. Fla. Case No. 05-
18965).  Daniel J. Herman, Esq., at Pecarek & Herman, Chartered,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $50,000 to $100,000 and debts between $1 million to
$10 million.


ABRAXAS PETROLEUM: Sept. 30 Balance Sheet Upside-Down by $27 Mil.
-----------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) reported financial and
operating results for the quarter and nine months ended Sept. 30,
2005 and provided an operational update.

The Company net income of $3.8 million for the quarter ended
Sept. 30, 2005, from continuing operations, excluding non-cash
stock-based compensation expense compared to a net loss from
continuing operations, excluding non-cash stock-based compensation
expense, of $1.6 million for the same quarter of 2004.  Continuing
operations represent financial and operating results from
operations in the U.S. only as all of Grey Wolf Exploration Inc.'s
historical performance and results from the sale of Grey Wolf
shares owned by Abraxas in its initial public offering that closed
on Feb. 28, 2005, are treated as discontinued operations.

As a result of the elimination of the Company's capital
expenditure limitations (due to previous debt covenant
restrictions), a significant item related to third quarter 2005
results included capital expenditures of $11.2 million compared to
$1.3 million in the third quarter of 2004.  These capital
expenditures enabled sequential quarterly production to increase
17% and together with realized natural gas and crude oil prices of
$8.15 per Mcf and $60.24 per barrel, contributed to a 47% increase
in revenue from second quarter of 2005.

During the third quarter, a non-cash expense of $7.1 million,
related to stock-based compensation, significantly impacted the
Company's net earnings.  The non-cash stock-based compensation
expense captured the 187% appreciation in Abraxas' stock price
from June 30, 2005 to Sept. 30, 2005, as it relates solely to
options granted to employees, which were previously re-priced in
2003.  Including non-cash stock-based compensation expense,
Abraxas' reported net loss for the quarter of $3.3 million from
continuing operations.  This compares to a net loss from
continuing operations of $3.0 million for the same quarter of
2004, which included $1.4 million of non-cash stock-based
compensation expense.

In Brooks Draw, Wyoming, completion operations are currently
underway on all four wells drilled during the quarter.  In the
Oates SW Field of West Texas, the initial Wolfcamp re-entry, La
Escalera #2, is still recovering fluid after the fracture
stimulation while re-entry operations on the initial Woodford
test, Hudgins 11-1, are steadily progressing below 10,000'.

"Increasing production through the quarter is largely attributable
to the Oates SW Devonian horizontal well that came on-line during
the quarter at 5.2 MMcfepd and the impact of a full quarter of
production from the horizontal Edwards wells drilled in South
Texas earlier in the year.  We expect production growth to
continue through the fourth quarter of 2005 and into 2006 as the
Wyoming and West Texas wells are brought on-line.  To date, the
completions in Wyoming have gone well and we look forward to
definitive results once multiple zones in each well are perforated
and fracture stimulated.  The Wolfcamp re-entry has taken longer
than anticipated; however, we consistently have gas returns with
the unloading fluid," commented Bob Watson, Abraxas' President and
CEO.

Mr. Watson added with regard to the non-cash stock-based
compensation expense, "While our shareholders experienced a 187%
increase in share price from the end of the second quarter to the
end of the third quarter, this appreciation, unfortunately, due to
accounting rules for re-priced options, rendered a $7.1 million
expense for Abraxas. This expense is non-cash and has no impact on
our daily operations or our cash flow."

Abraxas Petroleum Corporation is a San Antonio based crude oil and
natural gas exploitation and production company with operations in
Texas and Wyoming.

At Sept. 30, 2005, Abraxas Petroleum Corporation's balance sheet
showed a $27,185,000 stockholders' deficit compared to a
$53,464,000 deficit at Dec. 31, 2004.


ADELPHIA COMMS: Files Draft Fourth Amended Reorganization Plan
--------------------------------------------------------------
Adelphia Communications Corporation (OTC:ADELQ) filed a draft
fourth amended plan of reorganization with the U.S. Bankruptcy
Court for the Southern District of New York together with a
related draft amended disclosure statement.  These filings
represent the company's responses and proposed resolutions to many
of the objections that had been filed to approval of the company's
disclosure statement.  The hearing to consider approval of the
disclosure statement commenced on Oct. 27 and 28, 2005, and is
scheduled to resume tomorrow, Nov. 10.

It is expected that significant negotiations will continue
regarding the terms of the proposed plan of reorganization and
disclosure statement as the constituents work through a number of
inter-creditor issues, and that it is therefore possible that
there will be material changes to the proposed plan of
reorganization and the disclosure statement.

On Apr. 21, 2005, Adelphia disclosed that it had reached
definitive agreements for Time Warner Inc. (NYSE:TWX) and Comcast
Corporation (Nasdaq: CMCSA, CMCSK) to acquire substantially all
the U.S. assets of Adelphia for $12.7 billion in cash and 16
percent of the common stock of Time Warner's cable subsidiary,
Time Warner Cable Inc.

A full-text copy of the ACOM Debtors' Fourth Amended Plan is
available for free at http://researcharchives.com/t/s?2c9

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.


AIR CARGO: Wants Excl. Plan Filing Period Stretched to December 2
-----------------------------------------------------------------
Air Cargo, Inc., asks the U.S. Bankruptcy Court for the District
of Maryland to further extend, through and including Dec. 2, 2005,
the time within which it has the exclusive right to file a chapter
11 plan.  The Debtor also asks the Court for more time to solicit
acceptances of that plan from their creditors, through and
including Feb. 3, 2006.

The Debtor gives the Court three reasons in support of the
extension:

   1) it has made progress in efforts related to preparing a plan
      of liquidation, including engaging professionals to assist
      in its liquidation efforts, obtaining cash collateral orders
      to pay its operating expenses, making significant progress
      in reducing its overhead and beginning the liquidation
      process by conducting a public auction sale of its tangible
      personal property;

   2) it has circulated an initial draft plan to Silicon Valley
      Bank, its pre-petition lender, and the Unsecured Creditors
      Committee for review and anticipates that a plan can be
      filed by December 2, 2005; and

   3) the requested extension will not prejudice its creditors and
      other parties-in-interest.

Headquartered in Annapolis, Maryland, Air Cargo, Inc., provided
contract management, freight bill auditing and consolidated
freight invoicing and payment services for wholesale cargo
customers.  The Company filed for chapter 11 protection on Dec. 7,
2004 (Bankr. D. Md. Case No. 04-37512).  Alan M. Grochal, Esq., at
Tydings & Rosenberg, LLP, represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed total assets of
$16,300,000 and total debts of $17,900,000.


ALOHA AIRLINES: Two IAM Units Ratify New Agreements
---------------------------------------------------
Aloha Airlines reported that members of two units of the
International Association of Machinists and Aerospace Workers,
District Lodge 141 and District Lodge 142, have ratified new
agreements necessary to enable the Hawaii-based airline to emerge
from bankruptcy by the end of the year.

Members of IAM, made up of clerical, passenger service, ramp
service employees, and mechanics and inspectors, represent
approximately 2,400 of Aloha's 3,100 unionized employees.  Their
new contracts, which will run through April 30, 2009, will become
effective with approval of the U.S. Bankruptcy Court for the
District of Hawaii.

As reported in the Troubled Company Reporter on Nov. 7, 2005, the
Transport Workers Union, representing the Hawaii-based carrier's
dispatchers and schedulers, voted to ratify a new agreement,
becoming the first of five employee groups to accept a new
contract.

"These are very difficult times for the airline industry and I am
extremely proud of our Aloha employees who are truly making
personal sacrifices to keep moving our Company forward," said
David A. Banmiller, Aloha's president and chief executive officer.
"To date, 80 percent of the total workforce is on board with the
Company's plan of reorganization."

Discussions are continuing with the airline's pilots and flight
attendants.

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.


AMERICAN REMANUFACTURERS: Files Chapter 11 Petition in Delaware
---------------------------------------------------------------
American Remanufacturers, Inc., reported that it is instituting a
comprehensive restructuring plan in order to maximize value of its
operations while enabling it to continue uninterrupted service to
its customers and to sustain stable and mutually beneficial
relationships with its employees and vendors.

The first step of the restructuring plan took place when ARI filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code with the U.S. Bankruptcy Court in the District of
Delaware.  The filing includes ARI's U.S. subsidiaries, but not
its Canadian operation.  The company cited its:

    * debt structure at the time of filing,
    * increased industry pricing pressures,
    * higher operating and material costs, and
    * foreign competition,

as its reasons for filing.

The decision to file is a necessary step to stabilize and preserve
value for ARI customers, suppliers and employees in the United
States, according to company management.  No interruptions in
ARI's manufacturing operations are expected, and it is anticipated
that a stable supply of parts will reach its customers across the
country.  The company is committed to the viability of ARI, its
customers, suppliers and employees.

                       Sale of the Company

As part of its restructuring, ARI is negotiating the sale of the
company and its assets, subject Court approval.  The sale will be
conducted through an open bid process.  ARI's senior lenders have
made a bid, subject to higher and better offers.  The sale will
ensure the continuity of ARI business operations.

To assist the existing management team, BBK Ltd., an International
Business Advisory Firm, has been retained.  Gary Kulesza, a
principal with BBK, has been appointed as ARI's President and CRO.
BBK is also assisting the company as financial advisor as well as
overseeing the company's sale process

                        DIP Financing

ARI officials also said that the company secured a commitment for
debtor-in-possession financing from its senior lenders for $15
million in additional financing.  It is anticipated that the Court
will approve the financing.  The funds will enable ARI to enable
continue in the normal course of business.

Headquartered in Anaheim, California, American Remanufacturers,
Inc., roduces remanufactured automotive components that include
"half shaft" axles, brake calipers, and steering components.  The
Debtor and nine of its affiliates filed for chapter 11 protection
on Nov. 7, 2005 (Bankr. D. Del. Case Nos. 05-20022 through 05-
20031).   Kara S. Hammond, Esq., Pauline K. Morgan, Esq., Sean
Matthew Beach, Esq., Young Conaway Stargatt & Taylor LLP,
represent the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $10 million to $50 million and estimated debts of
more than $100 million.


AMERICAN REMANUFACTURERS: Case Summary & 29 Largest Creditors
-------------------------------------------------------------
Lead Debtor: American Remanufacturers, Inc.
             1600 North Kraemer Boulevard
             Anaheim, California 92806

Bankruptcy Case No.: 05-20022

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      ARI Holdings, Inc.                         05-20023
      American Driveline, Inc.                   05-20024
      ATSCO Products, Inc.                       05-20025
      Automotive Caliper Exchange Incorporated   05-20026
      Car Component Technologies, Inc.           05-20027
      Klickitat, Inc.                            05-20028
      New ABS Friction, Inc.                     05-20029
      New Driveline, Inc.                        05-20030
      Ohio Caliper, Inc.                         05-20031

Type of Business: The Debtors are privately held companies that
                  produce remanufactured automotive components
                  that include "half shaft" axles, brake calipers,
                  and steering components.

Chapter 11 Petition Date: November 7, 2005

Court: District of Delaware

Judge: Peter J. Walsh

Debtors' Counsel: Kara S. Hammond, Esq.
                  Pauline K. Morgan, Esq.
                  Sean Matthew Beach, Esq.
                  Young Conaway Stargatt & Taylor LLP
                  1000 West Street, 17th Floor
                  Brandywine Building
                  Wilmington, Delaware 19801
                  Tel: (302) 571-6600

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  More than $100 Million

Consolidated List of Debtors' 29 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
DDJ Capital Management LLC       Subdebt            $47,500,000
141 Linden Street, Suite S-4
Wellesley, MA 02482-7910
Tel: (781) 283-8500
Fax: (781) 283-8555

Interpel Corp.                   Subdebt             $2,637,257
Attn: Portfolio Management
Services
Three Cities Research, Inc.
350 Fifth Avenue, Suite 7108
New York, NY 10118
Tel: (212) 605-3206
Fax: (212) 980-1142

GCK Industrial USA Co., Ltd.     Trade Debt          $1,831,518
13400 South Western Avenue
Gardena, CA 90249
Tel: (310) 532-9222
Fax: (310) 515-2224

Rebuilders Auto Supply Co., Inc. Trade Debt          $1,708,504
1650 Flat River Road
Coventry, RI 02816
Attn: Bill Grady
Tel: (401) 822-3030
Fax: (401) 828-8488

Kotek America, Inc.              Trade Debt          $1,418,745
17752 Cowan Street
Irvine, CA 92614
Tel: (949) 863-3126
Fax: (949) 752-7706

Interparts Industries, Inc.      Trade Debt          $1,300,758
190 Express Street
Plainview, NY 11803
Tel: (516) 576-2000
Fax: (516) 576-9300

Lapco                            Trade Debt          $1,136,685
610 South Richfield Road
Placentia, CA 92870
Tel: (800) 385-5380
Fax: (800) 471-7503

The Recycler Core Co.            Trade Debt            $941,827
2727 Kansas Avenue
Riverside, CA 92507
Tel: (951) 276-1687
Fax: (951) 276-2957

M & M Knopf Auto Parts, Inc.     Trade Debt            $920,699
P.O. Box 932630
Atlanta, GA 31193-2630
Tel: (732) 981-8040
Fax: (732) 981-8035

Global Parts Source, Inc.        Trade Debt            $885,069
P.O. Box 77000
Department 77888
Detroit, MI 48277-0888
Tel: (616) 399-9025
Fax: (616) 399-9174

GSP USA                          Trade Debt            $879,585
Wenxhou Guansheng
Automobile Parts
Manufacture Co.
8 Gaoge Road
Aoyang Ind Zon Xingqiao
Wenzhou, China 325006
Attn: Louis Huang
Tel: 0086-577-841-1128
Fax: 0086-577-841-1138

Transanalysis, Inc.              Trade Debt            $718,228
291 McGowan Street
P.O. Box 5060
Fall River, NY 02723-0404
Tel: (508) 646-1000
Fax: (508) 646-1100

Wanxiang America Corp.           Trade Debt            $432,180
88 Airport Road
Elgin, IL 60123
Tel: (847) 622-8838
Fax: (847) 931-4838

Kurz Kasch, Inc.                 Trade Debt            $345,109
12846 Collections Center Drive
Chicago, IL 60693
Tel: (937) 299-0990
Fax: (937) 382-2282

Three Cities Research, Inc.      Management Fees       $342,807
350 Fifth Avenue, 71st Floor
New York, NY 10118
Tel: (212) 838-9660
Fax: (212) 980-1142

Coletta Core Company             Trade Debt            $312,278
6301 Orangethorpe Avenue
Buena Park, CA 90620
Tel: (714) 739-4220
Fax: (714) 739-0249

Carquest Corporation             Trade Debt            $297,941
2635 Millbrook Road
Raleigh, NC 27611-6929
Tel: (919) 573-2500
Fax: (919) 573-2501

Brake Parts, Inc.                Trade Debt            $256,083
4400 Prime Parkway
McHenry, IL 60050
Tel: (815) 363-9090
Fax: (815) 363-9030

U.S. Automotive Parts Group      Trade Debt            $237,917

Freudenberg-NOK                  Trade Debt            $230,323

Genuine Parts Corp.              Trade Debt            $220,290

BPS Cores                        Trade Debt            $218,161

Band-It                          Trade Debt            $213,918

Automotive Products              Trade Debt            $210,369

Ggusco Machine Co.               Trade Debt            $207,828

Rand-Whitney Container           Trade Debt            $204,334

Asia Forgin Supply               Trade Debt            $200,538

DWP/USI of Southern California   Trade Debt            $198,223

California Automotive Core       Trade Debt            $184,854


ANCHOR GLASS: Outlines Key Employee Retention Program
-----------------------------------------------------
Anchor Glass Container Corp.'s ability to maintain its business
operation and preserve the value of its assets depends on the
continued employment, active participation and dedication of key
employees who possess the knowledge, experience and skills
necessary to support the Debtor's business operations.  Kathleen
S. McLeroy, Esq., at Carlton Fields PA, in Tampa, Florida, tells
the U.S Bankruptcy Court for the Eastern District of Michigan.

Hence, pursuant to Sections 105(a) and 363 of the Bankruptcy
Code, the Debtor seeks the Court's authority to adopt and
implement a retention program covering 81 key salaried employees.
The Debtor also asks the Court to approve a severance plan for a
portion of its Key Employees and a separation plan for all of its
remaining salaried employees.

A. Severance Pay Plan

The Debtor proposes to offer severance agreements to 17 Key
Employees.  Pursuant to the severance agreements, the Debtor will
make payments to the Key Employees if they are terminated without
cause.  The severance payments will consist of:

     * six months of base pay for 15 employees;
     * 10 months of base pay for one employee; and
     * up to 18 months of base pay for the chief executive
       officer.

To receive the severance payments, eligible employees must
execute agreements not to compete with the Debtor as well as
general releases of any claims that the employee may have against
the Debtor.

B. Separation Pay Policy

The Debtor proposes to establish a separation pay policy for all
salaried employees not offered severance agreements.  The Debtor
will provide separation pay to salaried employees who are
terminated without cause.  Salaried employees will receive one
week of base pay for each full year of service with the Debtor,
up to a maximum of six weeks of base pay.  The proposed
separation pay policy is less than the severance policy in effect
immediately before the Petition Date.

C. Key Employee Retention Program

The Retention Program provides additional cash compensation based
on position, skill level and marketability to 81 Key Employees,
including the Debtor's CEO.

Excluding the Debtor's CEO, the retention incentive consists of
cash retention payments at a percentage of base salary ranging
from 20% to 65% of the participants' base pay payable at various
critical points in the Debtor's Chapter 11 case:

     * 5% of the KERP Payment will be due and payable upon Court
       approval of the KERP;

     * 15% will be due and payable on February 15, 2006;

     * 40% will be due and payable upon emergence; and

     * 40% will be due and payable six months after the Emergence
       Date.

The Debtor proposes this incentive for CEO Mark Burgess:

   (a) In the event of a reorganization, if Mr. Burgess is
       retained as CEO of the reorganized Debtor, he is entitled
       to $500,000, plus additional $500,000 if the enterprise
       value of the Debtor equals or exceeds $300,000,000
       together with an amount equal to 1% of the amount by which
       the enterprise value of the Debtor exceeds $300,000,000;
       or

   (b) In the event of a reorganization in which Mr. Burgess is
       offered to be retained as CEO of the reorganized Debtor
       and he declines, he is entitled to $500,000, plus
       additional $500,000 if the enterprise value of the Debtor
       equals or exceeds $300,000,000, together with an amount
       equal to 1% of the amount by which the enterprise value of
       the Debtor exceeds $300,000,000 and 12 months severance
       pay; or

   (c) If the event of a reorganization and Mr. Burgess is not
       retained as CEO of the Debtor, or in a situation where
       Mr. Burgess is terminated without cause prior to emergence
       to Chapter 11, or if the Debtor's offer of his continued
       employment is not at least equivalent to the prevailing
       terms of employment in the open market for CEOs of
       similarly sized companies, he is entitled to $600,000,
       plus additional payments equal to 1% of the amount by
       which the enterprise value of the Debtor exceeds
       $300,000,000, and 18 months severance pay; or

   (d) In the event of a sale of substantially all of the
       Debtor's assets, Mr. Burgess is entitled to:

          -- $500,000; plus

          -- additional $500,000, if the gross sales price of the
             assets of the Debtor equals or exceeds $300,000,000,
             together with an amount equal to 1% of the amount by
             which the gross sales price of the Debtor's assets
             exceeds $300,000,000; and

          -- 12 months severance pay.

To participate in the Retention Program, the Key Employees must
waive all claims for severance, whether provided by contract or
otherwise and execute a release of any claims in favor of the
Debtor.

Upon the death, disability or termination without cause of one of
the participating Key Employees, all amounts due to the affected
employee pursuant to the Retention Program will be deemed to be
due to the affected employee or the affected employee's estate or
heirs and will be paid immediately, except that retention
payments due at emergence or beyond will be paid upon the
Debtor's emergence from bankruptcy.

Any retention payments forfeited by virtue of any voluntary
termination of a Key Employee will remain available to the Debtor
for use to retain employees, subject to the approval of the
Debtor's Compensation Committee.

Ms. McLeroy maintains that losing the Key Employees would be
financially and operationally devastating to the Debtor during
the delicate stage of the Chapter 11 proceedings.

The Debtor also believes that the Retention Program is necessary
because the Key Employees' services are valued and that their
compensation awards are competitive.

The Debtor estimates that the total maximum cost associated with
the Retention Program for the employees, excluding the CEO, will
be $200,000 in 2005 and $2,800,000 in 2006.  The CEO Retention
Program would cost a minimum of $500,000 in 2006, assuming
emergence from bankruptcy in 2006.

Ms. McLeroy assures the Court that the Debtor has sufficient
resources to promptly pay all employee obligations.

Additionally, the Debtor asks the Court to authorize and direct
all applicable banks and other financial institutions to receive,
process, honor and pay all checks presented for payment and to
honor all funds transfer requests made by the Debtor related to
the obligations under the Retention Program.  The Debtor
anticipates that these checks will be drawn on identifiable
payroll and disbursement accounts.

The Debtor also asks the Court for permission to file the details
of the proposed Retention Program under seal.

Ms. McLeroy explains that public disclosure of the Retention
Program would permit the Debtor's competitors to use the
information to lure away some Key Employees.  In addition, Ms.
McLeroy says, public disclosure of the Retention Program could
harm employee morale.

To ensure that interested parties receive adequate disclosure of
the Retention Program, a copy is provided to the U.S. Trustee.
The Debtor will provide the Retention Program to other interested
parties upon written request and subject to a confidentiality
agreement.

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: UGI Seeks Additional Adequate Assurance
-----------------------------------------------------
UGI Energy Services, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Florida to require Anchor Glass Container
Corporation to pay a security deposit of at least $3,500,000 as
additional adequate assurance of future payment.

UGI supplies natural gas to the Debtor's Elmira, New York
facility.  The contract price for gas delivered each month is
based on the New York Mercantile Exchange price on the last
trading day of the preceding month, plus a fixed "basis" amount
representing UGI's cost of transporting and delivering the gas
from the gulf coast to the Debtor's contractual delivery point.
On average, the Debtor purchases 111,042 dekatherms of natural gas
per month from UGI for the Elmira Plant.

Raymond M. Patella, Esq., at Blank Rome LLP, in Philadelphia,
Pennsylvania, informs the Court that the market price for natural
gas has increased steadily over the last two years.  The NYMEX
natural gas futures price increased 144% between October 2004 and
October 2005.  More recently, the natural disasters affecting the
U.S. gulf coast and the ongoing hostilities in the Middle East
have caused a severe strike in gas prices to unprecedented
levels.  The price of natural gas will likely remain at
unprecedented high levels through the winter residential heating
season, according to current forward pricing curve.

It is practical for UGI to outlay increasing amounts of cash to
purchase gas for resale to the Debtor, however, Mr. Patella
contends, UGI's profit from the sale never increases.  UGI's risk
increases proportionally with the rise in gas prices, but its
potential reward remains constant and, in fact, actually shrinks
relative to the amount of cash UGI puts at risk.

UGI believes that a disruption in the Debtor's natural gas supply
would possibly cause an interruption in the Debtor's
manufacturing operations and harm its reorganization efforts.
If the Debtor is forced to negotiate an agreement with a new
supplier, it would be at the Debtor's extreme disadvantage due to
its perilous financial situation and the heightened degree of
volatility in the current energy markets.  Given these
circumstances, Mr. Patella states, any other supplier would
insist on terms that are commercially unfavorable compared to the
terms under which UGI continues to serve the Debtor.

The Debtor has identified UGI as a utility.  Thus, UGIES cannot
terminate service to the Debtor postpetition if the Debtor
provides adequate assurance of future payment.

The question, therefore, is not whether the Debtor must provide
adequate assurance of future payment, Mr. Patella tells the
Court.  The question is how much assurance must the Debtor
provide to adequately protect UGI.

While the Official Committee of Unsecured Creditors notes that
the Debtor has some cash on hand, the liquidity is cold comfort
to UGI.  According to Mr. Patella, if the Debtor runs into
additional financial trouble, the Debtor will have little, if
any, cash -- and the cash that does remain is subject to the
superpriority security interest.

UGI is one of numerous utilities and other vendors providing
services to the Debtor postpetition.  Given that its outstanding
amount at any given time may exceed $3,500,000, UGI has
significant exposure if the case becomes a liquidation.

Mr. Patella notes that the Final DIP Order, coupled with the
grant of a superpriority administrative claim, essentially
handcuffs an essential supplier like UGI from the ability to
recover for services it provides during the bankruptcy case if
the estate becomes administratively insolvent.  Those provisions,
when coupled together, shift the entire risk in the case away
from the Debtor and the postpetition Noteholders and onto
involuntary, postpetition administrative claimants.  UGI contends
that the tactic is inherently unfair, absent a meaningful
security deposit provided to UGI.

       Court Directs Debtor to Pay UGI Prepetition Claims

In an Agreed Order, Judge Paskay approves the Debtor's proposal
to pay UGI's prepetition claims aggregating $1,021,616.  The
Court directs UGI to continue to provide postpetition services to
the Debtor without any bond, security deposit or other protection
other than an administrative priority claim for any unpaid
postpetition amounts.

Judge Paskay directs UGI to transfer $255,404 to an escrow or
trust account designated in writing by the Committee.  The sole
beneficiaries of the account will be the general unsecured
creditors and UGI.

The Court further rules that:

   a.  UGI will retain and may apply $664,050 to its Prepetition
       Claims;

   b.  UGI will hold $102,162 paid to it by the Debtor as a
       security deposit for its postpetition extension of credit
       to the Debtor.  The Security Deposit will continue to be
       property of the estate and may be applied by UGI to any
       postpetition invoices in the event of default by the
       Debtor without UGI having to seek relief from the Court.
       The Security Deposit will be subject to further treatment
       under any plan of reorganization that may be filed by the
       Debtor.

   c.  UGI will have a $357,566 allowed general unsecured claim,
       which will not be subject to objection by any interested
       parties and which will be treated as such in any Chapter
       11 plan or Chapter 7 case.

   d.  When the Debtor assumes the Gas Sales Agreement with UGI,
       the cure amount will de deemed equal to $766,212 and will
       be deemed to have been satisfied through UGI's retention
       of the Security Deposit and the balance of the Prepetition
       Claims that were not transferred to an Escrow Amount.  In
       that event, UGI's allowed general unsecured claim will be
       reduced to $255,404.

In a separate ruling, the Court sustains the Committee's
objection as to the non-responding Utilities.  The Court makes it
clear that the Debtor's payments to the Non-Responding Utilities
on account of any prepetition debt owed to them are property of
the Bankruptcy estate.

The Court rules that the Debtor may elect one of three options
with respect to its payments to the Utilities after the Petition
Date on account of postpetition debt:

   1.  It may treat it as postpetition deposit;

   2.  It may treat it as a prepayment of postpetition debts owed
       to the Utilities; or

   3.  It may obtain a refund for prepetition payment.

Judge Paskay further rules that:

   -- any unpaid postpetition utility charges constitute actual
      and necessary expenses of preserving the Debtor's estate,
      entitling the Non-Responding Utilities to an administrative
      expense priority; and

   -- the allowance of an administrative claim constitutes
      adequate assurance of future payment.

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: Court OKs Rejection of Campbell Consulting Agreement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Anchor Glass Container Corporation to reject its
Consulting Services Agreement and General Release dated March 9,
2005, with Darrin J. Campbell.

As reported in the Troubled Company Reporter on Oct. 11, 2005, the
Debtor sought permission to reject the Campbell agreement because
Mr. Campbell has not preformed any services pursuant to the
Campbell Contract since the Petition Date.  The Debtor said it no
longer needed Mr. Campbell's services.

Pursuant to the Campbell Contract, Mr. Campbell was to provide
consulting services as to business strategy, customer relations
and union relations as reasonably requested by Anchor's Board of
Directors, for a term commencing April 2005, through December 31,
2005.  In exchange, Anchor will pay $350,000 to Campbell in nine
substantially equal monthly installments, commencing April 1,
2005.

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)


AQUILA INC: Posts $75.7 Million Net Loss in Third Quarter 2005
--------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) reported a $75.7 million net loss for the
three months ended Sept. 30, 2005, compared to a $116.4 million
net loss for the same period in 2004.  Sales from continuing
operations were $319.8 million in this year's third quarter, up
from $218.8 million in the same quarter last year.

"We continue to execute our strategies in an effort to regain
financial strength, and although these decisions have been
difficult for our organization, the closing of the asset sales
announced in September will strengthen Aquila's balance sheet
further," said Richard C. Green, chairman and chief executive
officer for Aquila, Inc.  "The signing of the four utility
purchase and sale agreements during the quarter for a combined
base price of $896.7 million is a significant milestone in our
repositioning plan.  While there is still much work to be done, I
am confident that we have the right people and the right plan to
achieve our future potential."

For the nine months ended Sept. 30, 2005, Aquila reported a $102.2
million loss, compared to a $211 million loss in the first nine
months of 2004.  Sales from continuing operations in the first
nine months of 2005 totaled $965.4 million, compared to sales of
$727 million during the same period in 2004.

                  Discontinued Operations

The four utility businesses that will transition to the respective
buyers during 2006 reported EBITDA of $32.8 million in the third
quarter of 2005, which was a $9.4 million increase over earnings
of $23.4 million reported in the third quarter of 2004.
Significant factors bolstering current quarter performance include
lower demand and transmission charges on power purchased for
Kansas electric operations, lower property taxes in Michigan, and
rate changes resulting from the settlement of a Kansas electric
rate case.

Based in Kansas City, Missouri, Aquila, Inc. --
http://www.aquila.com/-- operates electricity and natural gas
transmission and distribution utilities serving customers in
Colorado, Iowa, Kansas, Michigan, Minnesota, Missouri and
Nebraska.  The company also owns and operates power generation
assets.  At Sept. 30, 2005, Aquila had total assets of $5 billion.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2005,
Moody's Investors Service assigned Ba3 rating to Aquila Inc.'s
$300 million five year multi-draw credit facility maturing
in August 2010 and affirmed the company's B2 Corporate Family
Rating and B2 rating of its senior unsecured notes.  Moody's said
the rating outlook remains positive.


ASARCO LLC: ASARCO President Daniel Tellechea Resigns
-----------------------------------------------------
ASARCO LLC's President and Chief Executive Officer, Daniel
Tellechea, resigned.  The Board of Directors expects to make a
replacement appointment in the very near term.

In the interim, operations will continue in parallel with the
Company's Chapter 11 reorganization effort.

Additionally, the Hayden Smelter, which temporarily ceased
operations on October 2 due to damage sustained from water
leakage, resumed smelting on October 26, 2005 -- one week earlier
than projected.

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: Subsidiaries' Panel & FCR Want to Prosecute Claims
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Subsidiary Debtors' cases and Robert C. Pate, the Future Claims
Representative for the Subsidiary Debtors, ask Judge Schmidt of
the U.S. Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division, for authority to prosecute various claims
and causes of actions on behalf of the Subsidiary Debtors'
estates.

Jacob L. Newton, Esq., at Stutzman, Bromberg, Esserman & Plifka,
in Dallas, Texas, tells the Court that the Subsidiary Debtors are
each liable for a substantial number of asbestos claims, stemming
primarily from the prior operations of both LAQ Canada, Ltd.,
which was in the business of mining asbestos fiber from the Black
Lake region of central Quebec, Canada, and Capco Pipe Company,
Inc., which formerly manufactured various asbestos-containing
cement underground pipe products.

Both LAQ Canada and Capco Pipe are non-operating dormant
companies with essentially no assets, and are substantially
dependent on their parent company, ASARCO LLC, to satisfy their
asbestos liabilities.

On June 15, 2005, ASARCO commenced an adversary proceeding to
obtain a declaratory judgment that it is not liable for the
Subsidiary Debtors' asbestos liabilities under one or more "Alter
Ego Theories."  In its Complaint, ASARCO alleges that at least
85,000, and probably many more, asbestos claims have been
asserted against it, and thousands more claims are likely to
arise in the future.

As defined in ASARCO's Complaint, the term "Alter Ego Theories"
includes any theory asserted by an asbestos claimant in an
attempt to hold ASARCO liable for the debts of Capco Pipe and LAQ
Canada.  These theories, Mr. Newton explains, include:

   -- denuding-the-corporation;

   -- single business-enterprise;

   -- corporate trust funds;

   -- breach of fiduciary duty or conspiracy;

   -- allegations that any of the Subsidiary Debtors were the
      mere instrumentality, agent, or alter ego of ASARCO, or
      that the corporate veil should be pierced, or that as a
      result of domination and control over any of the Debtors,
      directly or indirectly, ASARCO should be liable for
      asbestos-related claims or any other claims that have
      origins in acts or omissions; or

   -- any other theories alleging direct or indirect liability
      for the conduct of, claims against, or demands to the
      extent that the alleged liability arises by reason of any
      of the other circumstances enumerated in Section
      524(g)(4)(A)(ii) of the Bankruptcy Code.

ASARCO named the Future Claims Representative for the Subsidiary
Debtors as a party-defendant in the Adversary Proceeding.  The
Subsidiary Committee, however, was not named as a party.

On September 2, 2005, the Subsidiary Committee and the Future
Claimants Representative filed separately their requests to
intervene as realigned party plaintiff and for authority to
prosecute claims and causes of action on behalf of the Subsidiary
Debtors' estates.

Subsequently, ASARCO's Official Committee of Unsecured Creditors
has since objected to the Prosecution Motions, arguing, inter
alia, that certain additional counts of the amended complaint
adding parties and claims belong entirely to the ASARCO estate,
and that the Subsidiary Committee and the Future Claimants
Representative, therefore, have no standing to participate in the
prosecution of the Additional Counts.

Mr. Newton notes that the ASARCO Committee has mischaracterized
the Subsidiary Committee's and the Future Claimants
Representative's Prosecution Motions in that:

   (a) the Amended Complaint effectively seeks to pierce
       multiple layers of the corporate veil and to treat both
       Asarco and Grupo Mexico as "alter egos" of the
       Subsidiary Debtors.  Thus, the Subsidiary Committee and
       the Future Claimants Representative seek authority to
       prosecute the Amended Complaint on behalf of the
       Subsidiary Debtors' estates, not ASARCO's estate.

   (b) the Amended Complaint asserts fraudulent transfers that
       were orchestrated by Grupo Mexico and undertaken within
       a complex corporate structure in an effort designed
       specifically to defraud the Subsidiary Debtors and their
       creditor body.  Thus, the Subsidiary Debtors have claims
       and causes of action against Grupo Mexico and others
       that are independent of any similar claims that ASARCO
       might possess.

   (c) the ASARCO Committee's argument that ASARCO alone has a
       monopoly on the prosecution of the Additional Counts,
       notwithstanding the harm suffered by the parties'
       constituencies, would force the asbestos claimants to
       depend entirely on the ASARCO Committee -- whose
       interests are directly adverse to the asbestos claimants
       -- for any chance at a meaningful recovery.

Moreover, Mr. Newton argues that a finding that the Subsidiary
Committee and the Future Claimants Representative have no
standing to participate in the prosecution of the Additional
Counts is not in the best interests of any party to the
litigation, except perhaps for Grupo Mexico and the other
defendants named in the Additional Counts.

Mr. Newton attests that the Subsidiary Committee and the Future
Claimants Representative have developed a substantial degree of
knowledge and expertise in the matter through countless hours of
researching, analyzing, and investigating the facts and
circumstances involved in the Amended Complaint.

"If the Court were to ignore the harm suffered by creditors of
the Subsidiary Debtors' estates and instead adopt the ASARCO
Committee's arguments that the Additional Counts belong entirely
to the ASARCO estate, then the ultimate resolution of that
litigation will be indefinitely postponed while the ASARCO
Committee unnecessarily performs the same research, the same
analyses, and the same investigations already undertaken by the
Subsidiary Committee and the [Future Claimants Representative],"
Mr. Newton points out.  "Clearly, this result is not in the best
interests of either the ASARCO estate or the Subsidiary Debtors'
estates."

Mr. Newton further contends that ASARCO Committee's objection on
the basis of lack of standing is deficient.  In addition, the
ASARCO Committee has asserted that the Prosecution Motions are
procedurally defective in that they were filed solely in the
Adversary Proceeding rather than in the ASARCO main bankruptcy
case.

Therefore, to cure the alleged procedural defect, the Subsidiary
Committee and the Future Claimants Representative jointly ask
Judge Schmidt for permission to prosecute additional claims and
causes of action against ASARCO and Grupo Mexico on behalf of the
Subsidiary Debtors' estates in the main ASARCO bankruptcy case.

Mr. Newton asserts that if the request is granted, then the
Subsidiary Debtors' bankruptcy estates will be greatly enhanced,
the constituents of the Subsidiary Committee and the Future
Claimants Representative will be adequately represented in the
pending litigation, and the creditors of those estates will
receive a much more significant recovery on their claims.

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: Wants Resurrection Mining Joint Venture Pacts Rejected
------------------------------------------------------------------
Eric A. Soderlund, Esq., at Baker Botts L.L.P., in Dallas, Texas,
informs the U.S. Bankruptcy Court for the Southern District of
Texas that ASARCO LLC's predecessor-in-interest American Smelting
and Refining Company and Resurrection Mining Company formed a
joint venture known as the Res-ASARCO Joint Venture on June 1,
1956.

Mr. Soderlund notes that ASARCO and Resurrection Mining have,
over the years, entered into a number of agreements regarding the
Joint Venture, including:

     Date     Agreement                     Parties
     ----     ---------                     -------
   02/15/55   Agreement                     ASARCO & Resurrection

   11/09/55   Supplemental Agreement        ASARCO & Resurrection

   04/04/56   Amendment & Supplemental
              Agreement                     ASARCO & Resurrection

   06/01/56   Joint Venture Agreement       ASARCO & Resurrection

   02/20/57   Supplemental Agreement        ASARCO & Resurrection

   12/17/58   Letter regarding need to      Resurrection
              amend Joint Venture
              Agreement

   12/30/58   Resurrection's acceptance     Resurrection
              of amendment of Joint
              Venture Agreement, in which
              ASARCO will become Managing
              Party

   01/13/59   ASARCO's confirmation of      ASARCO
              acceptance of amendment
              of Joint Venture Agreement

   09/06/61   Letter agreement              ASARCO & Resurrection

   04/10/74   Resurrection's agreement to   Resurrection
              participate in exploration
              program on South Leadville
              property

   04/23/74   Letter agreement regarding    ASARCO & Resurrection
              exploration program on
              South Leadville property

   08/24/88   Amendment to Joint Venture    ASARCO & Resurrection
              Agreement

   04/23/92   Agreement regarding payment   ASARCO & Resurrection
              of invoices, etc.

   05/03/94   Supplemental Settlement       ASARCO, Resurrection,
              Agreement                     Newmont, and
                                            Res-ASARCO Joint
                                            Venture

   05/__/05   Dissolution Agreement         ASARCO, Resurrection,
                                            Newmont, and
                                            Res-ASARCO Joint
                                            Venture

Mr. Soderlund tells Judge Schmidt that the Contracts provide for
the conduct of exploration, development and mining activities on
properties owned or leased by the parties in the vicinity of
Leadville, Colorado.  The Joint Venture ceased active mining in
the area in 1999.

Over time, Mr. Soderlund relates, the focus of the Joint
Venture's activities shifted to environmental remediation.  On
the Petition Date, ASARCO was the Joint Venture's managing
partner.  ASARCO has been the operator of the water treatment
facility described in certain consent decrees as Operable Unit 1
of the California Gulch Superfund Site since its construction in
the mid-1990s.

Mr. Soderlund explains that the principal disadvantage to
rejecting the Contracts is that under a Dissolution Agreement,
Resurrection and its parent Newmont Mining Corporation were to
establish a $2.2 million escrow account, the proceeds of which
were to be used for reclamation activities at the Black Cloud
Mine, a property jointly owned by ASARCO and Resurrection.  Thus,
Mr. Soderlund maintains, by rejecting the Contracts, Resurrection
may argue that it no longer has that contractual obligation.
Resurrection, as joint owner of the Black Cloud property, may
continue to have an obligation to fund reclamation activities at
the Black Cloud Mine.

However, Mr. Soderlund insists that rejecting the Contracts will
free ASARCO from the burdensome obligation of operating the Water
Treatment Facility.

By this motion, ASARCO seeks the Court's authority to immediately
reject all the Contracts relating to the Joint Venture, effective
as of Oct. 14, 2005.

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).


ATA AIRLINES: NatTel LLC Says Disclosure Statement is Inadequate
----------------------------------------------------------------
NatTel, LLC, complains that the disclosure statement accompanying
ATA Airlines, Inc., and its debtor-affiliates' plan of
reorganization contains incorrect, misleading and inadequate
information regarding Chicago Express Airlines, Inc.

Jack E. Robinson, president and managing member of NatTel, points
out that the Disclosure Statement stated that the Reorganizing
Debtors "[liquidated the assets of non-core Affiliates including a
captive regional carrier based in Chicago [C8 Airlines, Inc.] and
a travel club. . . ."

Mr. Robinson wants "non-core" deleted because the operations of
C8 Airlines were not considered to be "non-core" by the
Reorganizing Debtors while C8 Airlines' operations were still in
effect -- especially prepetition.

NatTel also complains that the Disclosure Statement made no
mention of the appointment of an examiner and his findings.
NatTel requests that the information be included in the
Disclosure Statement.

Mr. Robinson notes that the Disclosure Statement stated that the
key elements of the restructured network were "[t]he elimination
of Chicago Express Airlines, its unprofitable regional commuter
subsidiary."

NatTel wants "unprofitable" deleted on grounds that the financial
statements of C8 Airlines indicate it was profitable.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Mass. Port Asks Court to Reject Disclosure Statement
------------------------------------------------------------------
The Massachusetts Port Authority asks the U.S. Bankruptcy Court
for the Southern District of Indiana to reject the disclosure
statement accompanying ATA Airlines, Inc., and its debtor-
affiliates' plan of reorganization because it fails to thoroughly
describe the treatment of holders of executory contracts in the
Plan, which in itself may not even be confirmable.  Massport and
the Debtors are parties to a lease agreement to premises at the
Boston Logan International Airport.

Allan K. Mills, Esq., at Barnes & Thornburg LLP, in Indianapolis,
Indiana, argues that even when a plan is adequately described in a
disclosure statement, the disclosure statement should not be
approved if the plan is not confirmable.  Mr. Mills says the
Debtors' Plan, in its present form, would:

   (i) impermissibly permit the Reorganizing Debtors to make up
       their minds whether to assume or reject the Logan Airport
       Lease up to and after Plan Confirmation;

  (ii) impermissibly permit the Reorganizing Debtors to change
       their mind on assumption after Plan Confirmation if they
       are not satisfied with the cure amount or payment
       arrangement; and

(iii) impermissibly permit the Reorganizing Debtors to
       unilaterally select an effective date of rejection for the
       Logan Airport Lease that is after the Effective Date of
       the Plan.

Mr. Mills adds that a list of executory contracts is not attached
to the Plan, and Massport is, therefore, unaware of the proposed
treatment of the Lease.  If the Lease is rejected, the Plan is
unclear regarding when the Reorganizing Debtors intend to vacate
the premises and whether they intend to continue to pay their
postpetition obligations until they vacate the premises.  The Plan
simply purports to permit the Reorganizing Debtors to set an
effective date of rejection based on providing a notice of
rejection.  The Plan also appears to indicate that the rejection,
in certain cases, may be effective past not only Confirmation, but
also the Effective Date of the Plan.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Disclosure Statement Hearing Continued to November 9
------------------------------------------------------------------
Terry E. Hall, Esq., at Baker & Daniels LLP, Indianapolis,
Indiana, relates that the hearing to consider approval of the
disclosure statement explaining ATA Airlines, Inc., and its
debtor-affiliates' plan of reorganization has been continued to
November 9, 2005, at 10:30 a.m. (EST Prevailing Indianapolis
time).

At the Disclosure Statement Hearing, the U.S. Bankruptcy Court for
the Southern District of Indiana will consider whether the
Disclosure Statement contains adequate information pursuant to
Section 1125 of the Bankruptcy Code that would enable a
hypothetical investor typical to the holder of claims or interest
of the relevant class to make an informed judgment about the
Debtors' plan.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATKINS NUTRITIONALS: Wants Plan Filing Period Stretched to Jan. 27
------------------------------------------------------------------
Atkins Nutritionals, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to further
extend, through and including Jan. 27, 2006, the time within which
they alone can file a chapter 11 plan.  The Debtors also ask the
Court for more time to solicit acceptances of that plan from their
creditors, through and including March 29, 2006.

On Sept. 30, 2005, the Debtors filed their First Amended Joint
Plan of Reorganization and an accompanying Disclosure Statement.
The hearing to approve that Disclosure Statement is currently
scheduled for Nov. 17, 2005.

The Debtors give the Court four reasons supporting the extension:

   1) they are seeking the extension of the exclusive periods out
      of an abundance of caution on their part should the Amended
      Plan as filed would not be confirmed or be confirmed but not
      become effective;

   2) the requested extension is necessary because the significant
      efforts and resources that they have expended in connection
      with the Amended Plan and Disclosure Statement may be wasted
      if they are faced with a termination of their exclusive
      periods and the possibility of competing plans being filed;

   3) they have made significant good faith progress toward their
      reorganization efforts since their bankruptcy petition was
      filed three months ago and they are not seeking the
      extension to pressure their creditors and other parties-in-
      interest to accept an unconfirmable plan; and

   4) they have stabilized their business operations and are
      current on all of their post-petition obligations.

Headquartered in New York, New York, Atkins Nutritionals, Inc.
-- http://atkins.com/-- sells nutritional supplements based on
its founder, Dr. Robert C. Atkins' nutritional philosophy of
controlled-carbohydrate lifestyle.  The Debtors also sell more
than 100 food products and nutritional supplements, as well as
informational products such as diet books and cookbooks. Atkins'
products are sold in more than 30,000 stores in North America
under numerous trademarks.  The Company along with Atkins
Nutritionals Holdings, Inc., Atkins Nutritionals Holdings II,
Inc., and Atkins Nutritionals (Canada) Limited, filed for chapter
11 protection on July 31, 2005 (Bankr. S.D.N.Y. Case No.
05-15913).  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represents the Debtors in the United States, while
lawyers at Osler, Hoskin & Harcourt, LLP, represents the Debtors
in Canada.  As of May 28, 2005, they listed $265.6 million in
total assets and $323.2 million in total debts.


ATKINS NUTRITIONALS: M. Miller Objects to Disclosure Statement
--------------------------------------------------------------
Marlene Miller, through her counsel Simon Rosen, Esq., and James
A. Cosby, Esq., asks the U.S. Bankruptcy Court for the Southern
District of New York to disapprove the Disclosure Statement
explaining the First Amended Joint Plan of Reorganization filed by
Atkins Nutritionals, Inc., and its debtor-affiliates.

Ms. Miller is an unsecured creditor of the Debtors with a claim
for approximately $7 million.

Ms. Miller explains that as of the Debtors' bankruptcy filing, she
was in the process of litigating her lawsuit filed against the
Debtors in the U.S. District Court for the Eastern District of New
York for breach of contract and various tort actions, including
fraud.

Mr. Miller's claims stem from providing Atkins Nutritionals with
her recipe for a food product that she created and sold, known as
FUTUREBREAD and the trade secrets related to that product.  In her
lawsuit, Ms. Miller alleges that Atkins utilized her unique and
distinct recipe for its commercial advancement and profit.

Ms. Miller notes that Atkins enjoyed record sales of $662 million
in 2003 and, by the Debtor's own statement, was financially stable
in the first quarter of 2004.

Ms. Miller is mystified why suddenly in February 2005, the Debtor
laid off 341 of its 442 employees and defaulted on its financial
obligations.

Mr. Cosby explains that scrutiny of the Debtors' Disclosure
Statement reveals that it is replete with deficiencies as it does
not provide adequate information, in violation of 11 U.S.C.
Section 1125(a)(11).  Specifically, the Disclosure Statement does
not provide adequate information as to the events leading up to
the bankruptcy filing.

Ms. Miller asks the Court to direct the Debtors to modify the
Disclosure Statement in order to provide a reasonable disbursement
to unsecured creditors like her because as it stands now, the
Disclosure Statement reveals that unsecured creditors will not be
paid anything.

Alternatively, Ms. Miller asks the Court to direct the Debtors to
modify her classification to a secured creditor or treat her as a
secured creditor in the Disclosure Statement and Amended Plan.
Ms. Miller points out that the Debtor continues to utilize her
recipe and trade secrets, which gives her a secured interest in
the Debtor's products containing her recipe and trade secrets.

The Court has yet to schedule a hearing to consider Ms. Miller's
request.

Headquartered in New York, New York, Atkins Nutritionals, Inc.
-- http://atkins.com/-- sells nutritional supplements based on
its founder, Dr. Robert C. Atkins' nutritional philosophy of
controlled-carbohydrate lifestyle.  The Debtors also sell more
than 100 food products and nutritional supplements, as well as
informational products such as diet books and cookbooks. Atkins'
products are sold in more than 30,000 stores in North America
under numerous trademarks.  The Company along with Atkins
Nutritionals Holdings, Inc., Atkins Nutritionals Holdings II,
Inc., and Atkins Nutritionals (Canada) Limited, filed for chapter
11 protection on July 31, 2005 (Bankr. S.D.N.Y. Case No.
05-15913).  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represents the Debtors in the United States, while
lawyers at Osler, Hoskin & Harcourt, LLP, represents the Debtors
in Canada.  As of May 28, 2005, they listed $265.6 million in
total assets and $323.2 million in total debts.


AUDIO-EX INC: Case Summary & 37 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Audio-Ex Inc.
        100 B Street, Suite 400
        Santa Rosa, California 95404

Bankruptcy Case No.: 05-14650

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Moreson Conferencing, Inc.                 05-14651

Type of Business: The Debtor provides integrated wholesale audio
                  and web conferencing services.
                  See http://www.audio-ex.com/

Chapter 11 Petition Date: November 7, 2005

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Anne E. Wells, Esq.
                  Levene, Neale, Bender, Rankin and Brill
                  1801 Avenue of the Stars, Suite 1120
                  Los Angeles, California 90067
                  Tel: (310)-229-1234

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

A.  Audio-Ex Inc.'s 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Globalive Communications Corp.   Convertible           $399,317
60 Adelaide Street E, 6th Floor  Debenture, Loans
Toronto, ON M5C3E4
Canada

Russell Kassman                  Trade Debt, loans,    $200,000
18 Lodestar Lane                 past due wages
Napa, CA 94558

David Gilcrease                  Loan                  $100,000
P.O. Box 243
Hurricane, UT 84737

Erik & Jennifer Birkenes         Convertible           $100,000
2756 Desert Rose Lane            Debenture
Santa Rosa, CA 95407

Canopco Inc. (U.S.)              Trade Debt             $87,042

Sandy Conner                     Loan & Past due        $58,470
                                 Wages

Carle, Mackle, Power & Rose LLP  Trade Debt             $28,550

WebDialogs, Inc.                 Trade Debt             $22,000

CA 4k Rentals                    Rent                   $17,075

Moss Adams                       Trade Debt              $8,346

PC & Network Consulting          Trade Debt              $7,267

Stephen D. Coon                  Trade Debt              $5,662

Citibank                         Trade Debt              $5,483

American Express                 Trade Debt              $2,998

John Rourke                                              $2,045

Franchise Tax Board              Taxes                  Unknown

Internal Revenue Service         Taxes                  Unknown

B.  Moreson Conferencing, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Raindale Communications, Inc.    Pending Litigation    $381,063
c/o Gary L. Sweet, Esq.
Law Offices of Gary L. Sweet, PC
6073 Mission Street
Daly City, CA 94014-2007

Canopco Inc. (U.S.)              Trade Debt            $293,384
60 Adelaide Street E., 6th Floor
Toronto, ON M5C3E4
Canada

Byron Carey Jackson              Promissory Note       $250,000
250 Fischer Road
Hope Hull, AL 36043

Conference Group                 Trade Debt             $50,680

Mark Jackson                     Trade Debt and         $39,541
                                 Promissory Note

Ibasis                           Trade Debt             $20,404

Warren, Averrett                 Trade Debt             $14,033
Kimbrough & Marino LLC

Ray Gilbert                      Trade Debt             $12,953

American Farm Bureau             Commissions            $12,000

D. Coleman Yarbrough             Trade Debt             $10,698

Burr & Forman LLP                Trade Debt              $4,751

Sasser, Bolton, Stidham & Sefton Trade Debt              $4,440

Wells Printing Co.               Trade Debt              $3,683

Pitney Bowes Purchase Power      Trade Debt              $2,647

ADP (Cooke & Co., Ltd.)          Trade Debt              $2,644

Brewer Realty                    Rent                    $2,600

Network Telephone                Trade Debt              $2,333

American Classic Designs Inc.    Trade Debt              $1,303

HiTech Telecom                   Trade Debt              $1,300

Conference Plus Inc.             Trade Debt              $1,280


BEARINGPOINT INC: Will Reject Possible Debenture Claims
-------------------------------------------------------
BearingPoint, Inc., (NYSE: BE) said that it will reject as invalid
and wholly without merit any acceleration notice that it may
receive as of Nov. 8, 2005, with respect to its Series A
Convertible Subordinated Debentures or its Series B Convertible
Subordinated Debentures.

In response to the possibility that acceleration notices will be
submitted, BearingPoint issued this statement:

"We have previously stated that we believe the September notices
of default are invalid and completely without merit.  Since the
alleged notices of default are wholly defective, we believe that
any related notice of acceleration is in turn without any basis
whatsoever.  Moreover, as to the substance of the claims, it is
our view that under the plain language of the relevant indenture
BearingPoint has complied fully with its obligations under the
Series A and Series B Debentures with respect to SEC filings.  The
Company intends to vigorously oppose any attempt to enforce an
acceleration notice and will evaluate holding the relevant parties
liable for any damage to the Company and its investors resulting
from such an invalid and improper action."

The 60-day period for the Company to cure any purported default by
filing its 2004 Form 10-K and its Forms 10-Q for 2005 expired:

    (a) at the close of business yesterday, Nov. 8, 2005, with
        respect to the Series B Debentures; and

    (b) at the close of business on Monday, Nov. 14, 2005, with
        respect to the Series A Debentures.

Both law firms have informally indicated that they intend to
submit notices of acceleration to the Company after the expiration
of the purported cure periods.  The notices of acceleration would
likely demand that the Company repay the Series A and Series B
Debentures immediately.

As reported in the Troubled Company Reporter on Sept. 20, 2005,
BearingPoint received purported notices of default from law firms
claiming to represent certain holders of:

   -- the $200 million Series B Convertible Subordinated
      Debentures, and

   -- the $250 million Series A Convertible Subordinated
      Debentures,

issued by the Company in December 2004 and January 2005.  The law
firms essentially assert that the Company is in default because it
has failed to make certain Securities and Exchange Commission
filings in a timely fashion.

The law firms asserted that, as a result of the Company's failure
to timely file with the SEC its 2004 Annual Report on Form 10-K
and its Quarterly Reports on Forms 10-Q for the first and second
quarters of 2005, the Company is in default under the Indenture
dated as of December 22, 2004, between the Company, as issuer, and
The Bank of New York, as Trustee, relating to the Series B
Debentures and the Series A Debentures.  The notice of default
demands that the Company cure the purported default within 60 days
from the receipt of the notice of default.

BearingPoint, Inc. (NYSE: BE) -- http://www.BearingPoint.com/--  
is a leading global management and technology consulting firm,
providing strategic consulting, application services, technology
solutions and managed services to Global 2000 companies and
government organizations.  The Company helps customers achieve
results by identifying mission critical issues and implementing
innovative and customized solutions designed to generate revenue,
reduce costs and access the right information at the right time.
The Company's proprietary research institute, the BearingPoint
Institute, demonstrates the firm's commitment to analyzing and
responding to issues with a thoroughly researched and informed
perspective.  Based in McLean, Virginia, BearingPoint has been
named as one of Fortune's Most Admired Companies in America for
three consecutive years.

                          *     *     *

                      Material Weaknesses

In a Form 8-K filing dated March 17, 2005, filed with the SEC, the
Company identified a number of control deficiencies, especially in
the areas of:

   -- contract revenue and accounts receivable;
   -- expenditures and accounts payable;
   -- payroll operations;
   -- the financial statement close process;
   -- leases and fixed assets; and
   -- the control environment in certain non-U.S. subsidiaries.

"We expect that most of these deficiencies will be classified as
material weaknesses and others may be classified as significant
deficiencies that in the aggregate may constitute material
weaknesses," the Company said in its regulatory filing.  "It also
is possible that additional material weaknesses will be identified
as we complete our assessment process.  We are now evaluating what
changes in internal control over financial reporting should be
implemented in order to fully address these material weaknesses
and other control deficiencies."

As a result of the identification of these material weaknesses,
management's assessment will conclude that the Company's internal
control over financial reporting is ineffective.

"We expect that our independent registered public accountants will
issue an adverse opinion on the effectiveness of our internal
control over financial reporting," the Company said in its current
report.


BEKENTON USA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Bekenton USA, Inc.
        690 Lincoln Road #303
        Miami Beach, Florida 33139

Bankruptcy Case No.: 05-60031

Type of Business: The Debtor manufactures tobacco products.

Chapter 11 Petition Date: November 4, 2005

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Arthur H. Rice, Esq.
                  Rice Pugatch Robinson & Schiller, P.A.
                  101 Northeast 3 Avenue #1800
                  Fort Lauderdale, Florida 33301
                  Tel: (305) 379-3121

Financial Condition as of November 3, 2005:

      Total Assets:  $5,227,073

      Total Debts:  $15,750,548

Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
JTS                              Trade Debt          $6,021,142
3800-C South John Young Parkway
Orlando, FL 32839

Decoufle                         Trade Debt          $1,949,540
2 Av. Du President Francois
Mitterrand
91385 Chilly-Mazarin, France

State of California              Trade Debt          $1,041,854
Bill Lockyer, Esq.
1300 I Street, Suite 1740
Sacramento, CA 95814

State of New York                Trade Debt          $1,041,696
Elliot Spitzer, Esq.
Department of Law
The Capitol, 2nd Floor
Albany, NY 12224

State of Pennsylvania            Trade Debt            $469,084
Tom Corbett, Esq.
1600 Strawberry Square
Harrisburg, PA 17120

State of Ohio                    Trade Debt            $411,184
Jim Petro, Esq.
State Office Tower
30 East Broad Street
Columbus, OH 43266-0410

State of Illinois                Trade Debt            $379,900
Lisa Madigan, Esq.
James R. Thompson Center
100 West Randolph Street
Chicago, IL 60601

State of Michigan                Trade Debt            $355,225
Mike Cox, Esq.
P.O. Box 30212
525 West Ottawa Street
Lansing, MI 48909-0212

Alternative Brands, Inc.         Trade Debt            $353,448
321 Farmington Road
Mocksville, NC 27028

State of Massachusetts           Trade Debt            $329,679
Tom Reilly, Esq.
1 Ashburton Place
Boston, MA 02108-1698

State of New Jersey              Trade Debt            $315,641
Peter C. Harvey, Esq.
Richard J. Hughes Justice Complex
25 Market Street, CN 080
Trenton, NJ 08625

State of Georgia                 Trade Debt            $200,343

Dennis Edward Bruce PA           Attorney's Fees       $200,000

State of Tennessee               Trade Debt            $199,236

State of North Carolina          Trade Debt            $190,371

State of Missouri                Trade Debt            $185,663

State of Maryland                Trade Debt            $184,508

State of Louisiana               Trade Debt            $184,092

State of Wisconsin               Trade Debt            $169,126

State of Washington              Trade Debt            $167,595


C2 CONCRETE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: C2 Concrete, LLC
        4665 South Ash Avenue, Suite G-1
        Tempe, Arizona 85281

Bankruptcy Case No.: 05-27966

Chapter 11 Petition Date: November 4, 2005

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: David B. Goldstein, Esq.
                  Hymson & Goldstein P.C.
                  14646 North Kierland Boulevard, Suite 255
                  Scottsdale, Arizona 85254
                  Tel: (480) 991-9077
                  Fax: (480) 443-8854

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CABELA'S CREDIT: S&P Rates $5.6 Million Class D Notes at BB
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Cabela's Credit Card Master Note Trust's $250 million
fixed- and floating-rate asset-backed notes series 2005-I.

The preliminary ratings are based on information as of
Nov. 7, 2005.  Subsequent information may result in the assignment
of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect sufficient credit enhancement
levels for each of the assigned ratings categories, the credit
risk associated with the overall quality of the collateral pool,
the historical portfolio performance, the effectiveness of the
single-waterfall payment structure, and a sound legal structure.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.


                   Preliminary Ratings Assigned
               Cabela's Credit Card Master Note Trust

     Class                  Rating              Amount (mil. $)
     -----                  ------              ---------------
     A-1                    AAA                         140.000
     A-2                    AAA                          76.250
     B                      A                            17.500
     C                      BBB                          10.625
     D                      BB                            5.625


CALUMET LUBRICANTS: Moody's Puts B2 Rating on $225 Million Debts
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the pending $175
million senior secured term-loan and the $50 million pre-funded
senior secured Letter of Credit Facility for Calumet Lubricants
Co., L.P., a privately owned refiner of fuels, specialty
lubricants, and waxes located in Northern Louisiana.

Moody's is also assigning a first time Corporate Family Rating of
B2 with a developing outlook.  The new term loan is being used to
refinance approximately $175 million of existing debt including
debt owed to Calumet's shareholders, and the L/C facility will
support collateral requirements for a portion of its hedging
program.  The company will also be entering into a new $225
million senior secured revolver (not rated by Moody's) that will
be used primarily to support working capital needs related to
crude oil purchases.

The developing outlook reflects:

   * management's pending strategic shift in the company's
     business model;

   * corporate finance policies; and

   * governance with its intention to convert the company into a
     Master Limited Partnership (MLP).

On October 7th, the company filed an S-1 registration statement to
form a publicly traded MLP which may not be compatible with the
ratings given the volatile, capital intensive nature of the
refining business.  Upon a successful conversion to a MLP, Moody's
will assess:

   * the then current margin outlook;

   * use of IPO proceeds;

   * amount of leverage carried by the company;

   * the stated distribution policy; and

   * management's capital spending plans to determine the ratings
     and outlook impact.

The ratings reflects:

   * the inherent volatility of the refining business;

   * the very high pro forma leverage, which if not for hedging
     gains in 2004, would be significantly higher even in this
     margin environment;

   * the need for sustained high margins on the specialty products
     to compensate for the losses realized on by-products from the
     produced specialty products;

   * the historically weak consolidated earnings and cash flows
     before the impact of hedging;

   * the currently high leverage of the company;

   * the company's small scale and lack of regional
     diversification of its operations;

   * the capital intensity of the refining business compounded by
     significant working capital needs driven by high crude oil
     prices;

   * the projected long-term decline for the demand for some of
     Calumet's specialty products; and

   * management's decision to adopt a more aggressive corporate
     finance strategy that is not compatible to the refining
     business model as it intends to convert into a capital
     depleting Master Limited Partnership.

The ratings are supported by:

   * the company's niche market position as an independent leading
     provider of specialty products;

   * the flexibility it has in its ability to modify its product
     slate to meet changing customer demand quicker than most of
     its larger competitors;

   * the product, earnings and cashflow diversification added
     through its recent re-starting of the fuels operations at the
     Shreveport facility;

   * the controls of the credit agreements which requires debt
     reduction with excess cash flows and other limiting factors
     if the company completes a conversion to a MLP structure;

   * a significant amount of required capital spending to meet
     environmental regulations is behind the company; and

   * the timely use of hedging which thus far has enabled the
     company to protect cash flows despite weak consolidated
     operating earnings.

Moody's took these ratings actions for Calumet:

   1) Assigned a B2 to Calumet's $175 million senior secured 7-
      year term loan

   2) Assigned a B2 to Calumet's $50 million senior secured L/C
      facility

   3) Assigned a B2 Corporate Family Rating

The new term loan and L/C facility are pari-passu and have a first
security interest in the fixed assets of the company and a second
security interest in the accounts receivable, inventory, and cash
and is guaranteed by all subsidiaries.  These facilities are not
notched up from the Corporate Family Rating due its collateral
being a small set of plants, whose risks are directly tied to B2
rating.

Further, this collateral position could open up to other creditors
in a scenario where the crack spread hedges become far enough out-
of-the-money to require support above and beyond the $50 million
L/C facility limit.  Any additional support for these under-water
crack spread hedges would become pari-passu claims with the term
loan L/C facility lenders.

The term loan facility does contain certain controls which are
beneficial to the lenders.  The credit agreement calls for 50% of
excess cash flows to swept for debt reduction on an annual basis.
This offers some form of earlier amortization when cash flows are
supportive.  The facility also requires that upon conversion to an
MLP, at least 50% of IPO proceeds must be used to pay down the
term loan while also requiring the company must also meet certain
leverage, coverage, and liquidity tests to be able to make
distributions to the unit holders which, in Moody's view, may
result in an early refinancing if these limitations become too
restrictive for the company to operate as a successful MLP.

The company's operations are small relative to the refining
sector.  Calumet owns three separate units, all located in
Northern Louisiana with total throughput capacity of 65,500 b/d
(currently running at about 57,000 b/d).  The largest facility is
the Shreveport facility, which is a 42,000 b/d facility that
processes light sweet crudes primarily from East Texas and
Northeast Louisiana and produces:

   * paraffinic base oils,
   * waxes, and
   * the recently added fuels.

Shreveport has been producing about 24,800 b/d of primarily ultra
low sulfur diesel and ultra low sulfur gasoline.  The Princeton
facility is a 10,000 bbl/d facility that processes napthenic crude
oil sources primarily from Southern Texas and Louisiana.  This
facility produces napthenic base oils used predominantly in
industrial applications like:

   * metalworking fluids,
   * transformer oils,
   * refrigeration oils, and
   * greases and process oils.

Cotton Valley is a 13,500 bbl/d facility (running at about 8,350
b/d) that process primarily low sulfur, paraffinic crude from
North Louisiana.  The largest product from this facility is
solvents (about 5,600 b/d), though it also produces some diesel
and residuals.  The feedstock is sourced from the Plains All
American pipeline while also trucking in crude oil gathered from
local fields.

Though small in scale, Calumet does have a niche position as a
leading producer of high margin specialty products (generates
about 55% of total EBITDA) and has substantial flexibility in its
product slate that most of its larger competitors do not possess.
Calumet produces a wide array of specialty products and can also
work with its customers to either design new products or modify
current ones to conform to new specifications while its
competitors can only run its products in larger batches.

Historically, Calumet has demonstrated unstable operating earnings
and has reported only marginal operating cash flow through 2004.
This has largely been driven by:

   * the fluctuation in margins;

   * losses generated at Shreveport before the fuels business
     was re-started;

   * rising working capital needs due to crude oil price
     increases; and

   * the capital investments made at its facilities (primarily
     Shreveport).

Notably, the company would have had approximately $37 million less
of cash flow in 2004 if not for the hedges in place and in our
view, cannot be relied upon to always generate the same positive
effect in the future. Since the re-start of the fuels business in
February 2005, the company's profitability has improved with a
supportive outlook for crack spreads into 2006.  The ratings
however, consider that the company has not yet demonstrated a
track record for running this plant and the fuels business
profitably during weaker points in the cycle.

The company required heavy debt funding for its capital spending
needs since operating cash flow was marginal.  As result, leverage
has been rising since 2002 and pro forma for the $281 million
drawn under the new credit facilities and August '05 LTM EBITDA of
approximately $59 million, leverage will be a high 5.3x, including
operating leases and book leverage (debt/capitalization) will be
about 85.17%.

With the margins for the specialty lubricants, waxes and fuels
currently still very high and the company's Tier II low sulfur
capital spending is behind it, Moody's expects that the leverage
by year-end will be closer to 4.0x.  Moody's estimates that the
company has visibility to reduce debt further in 2006 as EBITDA
should range between $60 million to $80 million which should be
sufficient to cover:

   * working capital needs (which will improve as the company
     utilizes more L/C in place of cash prepaids);

   * interest expense of about $16.0 million to $18 million; and

   * planned capex of about $29 million.

Also impacting the company's operating performance is its need for
sufficiently high margins on its lubricants and waxes is the
negative margins generated on its by-products that are produced at
all of the facilities.  Based on current margins and into 2006,
Moody's estimates that the company's break-even margins on the
specialty products (excluding the by-products) would need to
$14.78/bbl.

To protect gross margins on the fuels business, the company
utilizes crack spread hedges based on NYMEX light sweet crude oil,
regular gasoline and heating oil prices on a substantial portion
of its fuels production.  The hedges in place for 2006 are at an
average price of about $8.50/bbl and an average price of about
$11.59/bbl in 2007.  While these hedges offer some protection on
fuel product sales, exposure remains on the crude purchases side
and does not protect against unexpected downtime at the Shreveport
facility, which is where nearly all of the fuels are produced.

The company also attempts to manage the feedstock costs on its
specialty lubricants and waxes by hedging the large majority of
the crude purchases for this business.  These hedges are done on a
short-term basis so as not to get too far ahead of the changes in
the price for crude oil.  However, these hedges do not protect
against falling prices for its specialty products and by-products
and unplanned downtime at the facilities, though all three
facilities produce some specialty products.

Calumet Lubricants Co., L.P. is headquartered in Indianapolis,
Indiana.


CATHOLIC CHURCH: Spokane Discloses Witnesses for Nov. 17 Hearing
----------------------------------------------------------------
The Diocese of Spokane, the Tort Claimants' Committee, and Gayle
E. Bush, the Future Claims Representative, have identified their
witnesses for the November 17, 2005, hearing on the claims bar
date request:

   (a) Mr. Bush notes that he has not yet made a decision of
       whether or not he will testify.  However, he designates
       himself and Daniel Brown, Ph.D., as witnesses who may be
       called to testify at the hearing on the claims bar date
       issue.

       Dr. Brown will testify generally as to matters set forth
       in his declaration, which has previously been filed.

       Mr. Bush reserves the right to put on testimony from
       himself as to matters relevant to the claims bar order,
       and those matters at issue.  Furthermore, Mr. Bush
       reserves his right:

       -- to call any witness, fact or expert, identified by any
          other party to the litigation in his or her disclosure
          of witnesses; and

       -- to call any person necessary to authenticate any
          documents.

   (b) Spokane designates two expert witnesses who will testify
       in person at the evidentiary hearing:

       (1) Jeffrey Nels Younggren, Ph.D., who will testify on all
           issues concerning the effects of childhood sexual
           abuse; and

       (2) Tinamarie Feil of The BMC Group, Inc., who will
           testify regarding the media notice program proposed by
           Spokane.

   (c) The Claimants' Committee designates:

          * DeAnn Yamamoto, M.A., who will testify live as an
            expert witness.  Ms. Yamamoto will testify about
            issues relating to effective methods by which to
            identify and give meaningful notice to abuse victims.

          * Jon R. Conte, Ph.D., who will testify as an expert
            witness.  Dr. Conte's testimony will be perpetuated
            by videotape deposition.  Dr. Conte will testify
            about effective methods by which to identify and give
            meaningful notice to abuse victims.  He may also
            testify about the trauma suffered by an abuse victim
            and the manner in which an abuse victim recognizes
            and understands the connection between an act of
            abuse and its impact or damage.

          * Any witness identified by any other party.

       The Committee has stipulated with the Debtors concerning
       the demographic data set forth in its Objection and,
       therefore, will not be calling a witness to testify
       concerning that.

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

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

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

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

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Wants to Sell Cedar Property for $318,000
------------------------------------------------------------------
The Diocese of Spokane asks the U.S. Bankruptcy Court for the
Eastern District of Washington for authority to sell a real
property located at 707 N. Cedar Street, in Spokane, Washington.

The Property formerly housed the St. Anne's Children's Home.  The
Property is legally described as the South 20' of Lot 4 and all of
Lots 5 and 6 of Chandler Second Addition.

According to Michael J. Paukert, Esq., at Paine, Hamblen, Coffin,
Brooke & Miller, LLP, in Spokane, Washington, the Property has
been professionally marketed since September 2003.  Just recently,
the Diocese received an offer from Ronnie Rae and Frank Cikutovich
to purchase the Property for $318,000.

In addition to Messrs. Rae and Cikutovich's Offer, the Diocese
also received offers from other interested parties.  The Diocese
has contacted each of these parties and has advised them that the
Diocese intends to sell the Property to Messrs. Rae and
Cikutovich unless a better offer is submitted.

The Diocese intends to sell the Property to Messrs. Rae and
Cikutovich pursuant to a real estate purchase and sale agreement.

A full-text copy of the Real Estate Purchase and Sale Agreement is
available for free at:

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

                          Sale Procedure

To obtain the highest sale price for the Property, the Diocese
will conduct an auction five business days after the Court's entry
of an order approving its intent to sell.

The opening bid will be Messrs. Rae and Cikutovich's $318,000
offer.  The first overbid, if any, will be at least 5% more than
the opening bid.  All subsequent overbids will be in increments of
$2,000 or more until no further bids are submitted.

At the conclusion of the auction, the winning bidder will deposit
a $10,000 earnest money with the Diocese's real estate agent,
Hawkins & Edwards, Inc.  The Earnest Money will become non-
refundable five business days following the date of the auction
unless the successful bidder advises counsel for the Diocese in
writing that it intends to withdraw its bid.  In that event, the
Earnest Money will be returned to the withdrawing bidder and the
party who submitted the second highest bid at the auction will
become the successful bidder.

The sale of the Property will close no later than December 15,
2005, at which time the entire purchase price will be paid to the
Diocese.

The auction will be conducted at the offices of Paine Hamblen
Coffin Brooke & Miller, LLP.

The Diocese's real estate agent will provide notice of the time
and location of the auction to all persons who have submitted
purchase offers on the Property or who have informed counsel for
the Diocese of their intention to bid at auction.  Any party who
intends to bid at the auction must, prior to the auction, deposit
a $5,000 earnest money with Hawkins & Edwards.

The Property will be sold "where is, as is" and in compliance with
the Real Estate Purchase and Sale Agreement to the extent that the
Agreement is not otherwise modified.

The inspection contingency set forth in the Real Estate Purchase
and Sale Agreement is waived as Messrs. Rae and Cikutovich will
have had sufficient time to inspect the Property prior to the
auction.  A 6% real estate commission will be split between
Hawkins & Edwards, and the real estate agent representing Messrs.
Rae and Cikutovich or the successful bidder, if any.

The Diocese further asks Judge Williams to:

   (a) authorize the sale of the Property on an "where is, as
       is" basis;

   (b) rule that the sale is free and clear of all liens, claims
       and interests, if any;

   (c) waive the 10-day waiting period set forth in Rule 6004(g)
       of Federal Rules of Bankruptcy Procedure;

   (d) authorize the payment of the commission earned by Hawkins
       & Edwards, upon closing of the Sale; and

   (e) approve the auction and overbid procedures.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Wants to Hire Hawkins & Edwards as Broker
------------------------------------------------------------------
Hawkins & Edwards, Inc., is the Diocese of Spokane's exclusive
agent and broker for the sale of the Diocese's real property
located at 707 N. Cedar Street, in Spokane, Washington.  The
property formerly housed the St. Anne's Children's Home.

Pursuant to the terms of a Listing Contract, Hawkins & Edwards
provides marketing and sales assistance to the Diocese with
respect to the sale of the Property.

Before the Petition Date, Hawkins & Edwards was engaged as the
broker for the sale of Property and has been soliciting sales for
the Property since May 2004.

Under the Contract, the Diocese will pay a 6.0% commission.  In
the event that the purchaser of the Property is represented by a
buyer's agent, that commission will be split equally between
Hawkins & Edwards and the purchaser's agent.

The Contract will expire on October 11, 2006, or upon the closing
of the sale of the Property, whichever occurs first.

By this application, the Diocese seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Washington to employ
Hawkins & Edwards.  The Diocese also seeks permission to pay the
commission earned by Hawkins & Edwards, upon closing of the sale.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTURY MANUFACTURING: Case Summary & 21 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Century Manufacturing Industries, Inc.
        4620 Andrews Street
        North Las Vegas, Nevada 89081

Bankruptcy Case No.: 05-28195

Type of Business: The Debtor manufactures windows.

Chapter 11 Petition Date: November 8, 2005

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Thomas E. Crowe, Esq.
                  7351 West Charleston Boulevard #140
                  Las Vegas, NV 89117
                  Tel: (702) 794-0373
                  Fax: (702) 794-0734

Total Assets: $1,243,715

Total Debts:  $1,352,475

Debtors' 21 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bay Business                     Financing           $1,021,650
1450 Maria Lane #300
Walnut Creek, CA 94596

Internal Revenue Service         Taxes                 $240,350
110 City Parkway
Las Vegas, NV 89106

Desert Glass                     Services               $25,950
4700 Engineers Way #101
North Las Vegas, NV 89031

Edgetech I.G., Inc.              Services               $14,150
800 Cochran Avenue
Cambridge, OH 43725

National Recovery Service        Services               $12,600
1133 Roselawn Avenue West
Saint Paul, MN 55113
Attn: Michael H. Bloom, P.C.
One Centerpointe Drive #570
Lake Oswego, OR 97035

Pemko Manufacturing              Services                $3,900
P.O. Box 3780
Ventura, CA 93006

CWX-Con Way                      Services                $3,600
P.O. Box 982020
North Richland Hills, TX 76182

Trends                           Services                $3,500
499 Main Hwy-Ellerslie
Ackland, New Zeland

L & L Louvers                    Services                $3,400
12355 Doherty Street
Riverside, CA 92503

3-Form                           Services                $3,250
2300 South 2300 West, Suite B
Salt Lake City, UT 84119

Dongell Lawrence                 Services                $2,950
707 Wilshire Blvd #27
Los Angeles, CA 90017

Fastenal                         Services                $2,750
3853 East Craig Road, Suite 5
Las Vegas, NV 89030

Unishipppers                     Services                $1,700
12235 Beach Blvd
Stanton, CA 90680

Construction Research            Services                $1,600
4751 West State Street, Suite B
Ontario, CA 91762

Integris Metals                  Services                $1,300
P.O. Box 601086
Los Angeles, CA 90060

USF Reddaway                     Services                $1,200
P.O. Box 1035
Clackamas, OR 97015

Ged Integrated Solutions         Services                  $850
9280 Dutton Drive
Twinsburg, OH 44087

U.S. Cleaning                    Services                  $750
2951 North Rancho, Suite #7
Las Vegas, NV 89130

Tangerine Express                Services                  $700
9155 South Las Vegas Boulevard
Las Vegas, NV 89123

California Tool                  Services                  $650
201 North Main
Riverside, CA 92501

All State Fastener               Services                  $650
P.O. Box 356
Eastpointe, MI 48021-0356


COLLINS & AIKMAN: DaimlerChrysler Wants to Recover Tooling
----------------------------------------------------------
DaimlerChrysler Corporation asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to lift the automatic stay so it can
obtain possession of its tooling if Collins & Aikman Corporation
and its debtor-affiliates are unable or unwilling to continue
producing the parts it needs pursuant to certain Purchase Orders.

The Debtors entered into various purchase orders with
DaimlerChrysler, pursuant to which the Debtors agreed to and are
obligated to manufacture DaimlerChrysler's requirements of certain
component parts.  The Debtors are DaimlerChrysler's sole source,
just-in-time suppliers of these Component Parts.

Brian Matinuzzi, Esq., at Dickinson Wright PLLC, in Detroit
Michigan, explains that the Component Parts are of a specific
manufacture and design.  It is customary in the industry for
manufacturers to pay for and own the tooling that is specific to
the manufacture parts unique to their vehicles.  DaimlerChrysler
has provided to the Debtors certain supplies, materials, tools,
jigs, dies, gauges, fixtures, molds, patterns, equipment, and
other items to enable them to perform the Production Purchase
Orders.

Mr. Matinuzzi relates that DaimlerChrysler is paying for the
Tooling through a trust account.  The amount that DaimlerChrysler
paid into the trust account is disbursed to the Debtors, who in
turn makes payment to the tooling vendors.  Since July 11, 2005,
disbursements to the Debtors for Tooling total $1,680,616.

Mr. Matinuzzi asserts that DaimlerChrysler must prepare for
contingencies and circumstances in which the Debtors cannot or
will not be able to deliver parts on a timely and competitive
basis, which circumstance will place DaimlerChrysler's assembly
operations in jeopardy with consequential prejudice and actual
harm.

According to Mr. Matinuzzi, the Debtors have no equity in the
Tooling and DaimlerChrysler's repossession will not adversely
affect their pursuit of a successful reorganization.

Mr. Matinuzzi notes that the uncertainties confronting Collins &
Aikman are significant.  The uncertainties include the limited
amount and duration of the Debtors' DIP financing, as well as the
aggressive actions and the threats of the Official Committee of
Unsecured Creditors to induce them to reject executory contracts
with DaimlerChrysler without an agreement to provide a reasonable
transitional period to wind down the particular production and
avoid unnecessary harm and damages.

DaimlerChrysler will continue its discussions with Collins &
Aikman and others in pursuit of the Debtors' efforts to emerge
from Chapter 11 as competitive, viable suppliers or to otherwise
dispose of their assets.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Court Modifies Cash Management Order
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan had
previously entered an interim order authorizing the Debtors to:

    -- continue using their existing cash management system;
    -- maintain existing bank accounts;
    -- continue using existing business forms; and
    -- continue performance under intercompany arrangements.

The Cash Management Order also granted administrative priority
status to postpetition intercompany claims.

The Official Committee of Unsecured Creditors timely filed an
objection to the Cash Management Order.  The Creditors Committee
contended that the Cash Management Order contains only limited
protection for a Debtor that transfers its property for the
benefit of another Debtor.  In light of the mechanics of the Cash
Management System, the Committee asserted that provisions should
be added to the Cash Management Order to preserve and protect the
rights and interests of various Debtor entities and their
creditor constituencies above and beyond administrative priority
protections.

The Committee sought adequate protection for each Debtor for the
continued use of the Cash Management System, including
superpriority claims and liens securing those claims and
interests at the same rate as in the DIP Credit Facility, for any
Debtor entity transferring property in an intercompany
transaction.

Subsequently, to resolve the issues it had raised, the Creditors
Committee entered into a stipulation with the Debtors, the
Debtors' Prepetition Secured Lenders, and Postpetition DIP
Lenders.

At the parties' agreement, the Court modifies the Cash Management
Order to add certain provisions, including:

    a. A Debtor may be an "Adequately Protected Debtor" or a
       "Beneficiary Debtor" only to the extent the Debtor is
       either a Borrower or Guarantor pursuant to the Amended and
       Restated Revolving Credit Term Loan and Guaranty Agreement,
       dated as of July 28, 2005;

    b. The Adequately Protected Debtor will have:

       (1) an allowed claim against the Beneficiary Debtor equal
           to the amount by which the fair value of the property
           or benefit transferred exceeds the aggregate value of
           property or benefit received, having priority over all
           administrative expenses of the kind specified in
           Section 503(b) of the Bankruptcy and any other claim
           under Section 507(b) of the Bankruptcy Code.  The
           Adequately Protected Debtor's claim will bear interest
           at the rate provided for under the DIP Facility for the
           period accruing from and after the date the claim
           arises until repayment; and

       (2) a lien on all property of the Beneficiary Debtor's
           estate under Section 364(c)(3) of the Bankruptcy
           Code securing the Junior Reimbursement Claim.

    c. All Junior Reimbursement Claims and Junior Liens will be
       junior, subject and subordinate to the Carve-Out and
       certain DIP Financing entities.

    d. With respect to the effect of Junior Liens on any sale of
       property by the Debtors, the Debtors may sell property in
       accordance with Section 363 of the Bankruptcy Code, free
       and clear of any Junior Lien with the lien attaching to the
       sale proceeds in the same priority as existed in respect of
       the property sold.  The provisions of Section 363(k) of the
       Bankruptcy Code will not apply.

    e. On the effective date of any plan or reorganization or
       liquidation, the Debtors may satisfy the Junior
       Reimbursement Claims in accordance with the ordinary
       business terms for payment.

Pursuant to the Stipulation, the Committee withdraws its
Objection.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COMPTON PETROLEUM: Moody's Rates $300 Million Unsec. Notes at B2
----------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
for Compton Petroleum and assigned a B2 rating to the company's
proposed $300 million senior unsecured notes offering issued
through Compton Petroleum Finance Corp., a wholly-owned subsidiary
of Compton Petroleum.  The outlook remains stable.

Proceeds from the new notes offering will be used to fund the
Company's tender for the existing $165 million 9.90% senior
unsecured note due 2009 (rated B2), plus a tender premium and
accrued interest of about US$13.9 million.  After applicable
transaction fees, the company will also use the remaining proceeds
to repay approximately US$113.2 million (CAD$138.7 million) of
borrowings under the company's senior secured credit facility.
Moody's will withdraw the ratings of the existing notes upon
redemption.

The ratings for Compton are restrained by:

   * the company's rising leverage on its proven developed (PD)
     reserves (approximately US$6.72/boe and CAD$8.26/boe) that
     has resulted from a very aggressive drilling program funded
     with a significant portion of bank borrowings;

   * the inconsistent production trends despite significant
     capital expenditures over the past three years;

   * the relative concentration of its operations;

   * what has been a limited ability to increase its drilling
     activity on the existing footprint of properties due to down-
     spacing restrictions (though improving);

   * the company's focus on a number of complex unconventional
     plays for growth which may result in uneven production and
     reserve trends going forward; and

   * high full cycle costs which has resulted in a less than
     robust full cycle ratio despite high commodity prices.

The ratings are supported by:

   * the company's ability to grow its reserves over the past
     3 years;

   * a fairly durable core reserve base evidenced by a PD reserve
     life of about 8.4 years;

   * the ability to grow the company's reserves without having to
     make large, leveraged acquisitions;

   * the company's willingness and ability to issue equity to fund
     a portion of its drilling program; and

   * the potential to increase its production and possibly
     reserves through possible down-spacing drilling on the
     existing properties.

The outlook is currently stable, reflecting the company's drilling
results which thus far have been good and its plans to reduce
leverage over the near-term.  However, the ability to retain it
will depend on whether the company's year-end results indicate
sufficient capital productivity and whether it is meeting its
plans regarding the reduction of leverage on the PD reserves.
Signals on these fronts will include:

   * the amount of net reserve growth (both PD and Proven
     Undeveloped (PUD) and whether it was done at comparably
     competitive finding and development (F&D) costs;

   * the sequential quarterly production trends; and

   * progress on the company's debt reduction.

A negative outlook would be considered:

   * if the company completed any debt funded acquisitions which
     would push debt/PD reserves higher than current levels;

   * if the company's sequential quarterly production trends
     significantly deteriorate; or

   * if year-end results indicate a significant deterioration in
     capital productivity as evidenced by lower reserve
     replacement (with a balance of PD and PUD reserves), or a
     material increase in finding and development costs
     which puts pressure on the already less than robust full
     cycle ratio.

A positive outlook would require:

   * leverage on the PD reserves to fall and remain under
     US$5.00/boe (about CAD$5.90/boe) with momentum to decline
     further;

   * significant reserve growth with costs at or near historical
     levels;

   * clear demonstration of consistent quarterly production
     growth; and

   * improved full cycle costs.

The ratings actions for Compton Petroleum are:

   * Affirmed at B1 -- Corporate Family Rating

   * Assigned a B2 -- Compton's proposed US$300 million senior
                      unsecured notes offering

   * Affirmed at B2 -- Compton's existing US$165 million 9.90%
                       senior unsecured notes

The proposed senior unsecured notes are being issued through
Compton Finance Corp., a wholly-owned subsidiary of Compton
Petroleum.  The rating for the notes, though guaranteed by Compton
Petroleum and all subsidiaries, is notched one rating down from
the Corporate Family Rating to reflect the subordination of the
notes relative to the company's secured credit facility, which it
utilizes significantly to fund its drilling program.

Compton's strategy has been focused on organic growth carried out
through an aggressive drilling program that is centered on
unconventional gas plays in Southern and Central Alberta.  During
the last couple of years, the company has accumulated acreage in
the region, has expanded the Mazeppa gas processing plant, and has
ramped up its drilling program over the past two years.  In FY
2004, the company drilled 187 wells and in 2005, is on pace to
drill more than 350 wells.

As a result of the company's use of debt to partially fund the
execution of its strategy, Compton's leverage on the PD reserves
has climbed to the high end of its peer group.  Pro forma for the
proposed notes offering and fully loaded for operating leases and
the present value of the contracted payments owed to the Mazeppa
gas processing plant (approximately $37 million), which is managed
and operated by Compton, debt/PD reserves is a high US$6.72/boe
(CAD$8.26/boe).  However, Compton has plans to reduce leverage
over the next 6 to 12 months which if successful, would push
leverage back to levels more compatible with the ratings.

The company's full cycle costs have risen due to the increasing
F&D as well as the higher cost property base.  The company's Q2'05
pro forma full cycle costs, pro forma for the new notes offering
is approximately US $26.49/boe (CAD $30.65) which includes an all-
sources 3-year average F&D figure of US $12.83 (CAD $13.87).  The
rising F&D is largely offsetting the benefit of the higher
commodity prices (partly because of the company's hedges) as has
resulted in a full cycle ratio of only 1.87x, leaving less than
robust excess cash flows for internal funding of reserve
replacement.

Moody's the company's full cycle cost structure to remain high
expects F&D to continue increasing as the company continues to
drilling in the higher cost unconventional plays and because of
the general rises in oilfield services costs which his affecting
the whole E&P sector.  Some of the company's existing reserve and
production base along with its internally generated prospects,
like the Belly River Sands and the Callum Thrusted Belly River
plays, are complex and require a high degree of reliance on
engineering and drilling and completion expertise to achieve the
company's expected results and thus will likely be higher costs
per boe.

Despite the challenges of the complex geology of the company's
property base, Compton has reported consistent reserve growth over
the past four years.  Since 1999, the company has reported reserve
growth, in particular, the PD reserves have grown from 39.9 mmboe
to 68.5 mmboe for FYE December 31, 2004 and is likely to continue
this trend in FY 2005.

Compton's sequential quarterly production has been inconsistent
despite the company spending nearly CAD $1.0 billion since the end
of 2001 through June 2005.  This inconsistency partly due to the
complex geology of its property base, but also a function of
needing to build infrastructure to support its operations.

Moody's also believes that the lack of consistent production gains
is a function of this has been the restrictions in down-spacing
currently in Alberta.  At the moment, standard spacing for gas
wells in Alberta is 1 well per 640 acres (1 well per section) and
for oil it is one well per 160 acres (4 wells per section) which
is very restrictive, especially compared to many of the basins in
the U.S.  In many cases this can reduce the ultimate recovery of
reserves in place or at the very least, extend the time to produce
those reserves and cause the company to forego the benefits of the
strong commodity price environment with higher production levels.
This could be particularly restrictive for the coalbed methane and
tight gas reservoirs where down-spacing helps improve recoveries
and the economics.

The company has applied for down-spacing with the Alberta Energy
and Utilities Board and has already begun to receive some
approvals, it is likely to help increase production at some of its
fields.

Compton Petroleum Corp. is headquartered in Calgary, Alberta.


COSINE COMMUNICATIONS: Posts $31,000 Net Loss in Third Quarter
--------------------------------------------------------------
CoSine Communications, Inc. (COSN.PK), reported revenues of
$785,000 and a net loss of $31,000 for the three months ended
Sept. 30, 2005, as compared to revenues of $1,088,000 and a net
loss of $14.6 million for the same period in 2004.

The Company's balance sheet showed $24,036,000 of assets at
Sept. 30, 2005, and liabilities totaling $1,766,000.  At Sept. 30,
2005, the Company had accumulated deficit of approximately $517.3
million.

CoSine has sold, scrapped or written its inventory down to
estimated net realizable value at Dec. 31, 2004, and
Sept. 30, 2005.  In addition, the Company has taken steps to
terminate contract manufacturing arrangements, contractor and
consulting arrangements and facility leases.

As of Sept. 30, 2005, the Company's business consisted primarily
of a customer service capability operated under contract by a
third party.

                   Tut Systems Merger

CoSine has signed a definitive agreement to be acquired by Tut
Systems, Inc., in a stock-for-stock transaction in which CoSine
would be merged into a wholly owned subsidiary of Tut.

In its quarterly report for the quarter ended Sept. 30, 2005,
filed with the Securities and Exchange Commission, CoSine's
management indicated that if the Company fails to merge with Tut
or raise additional capital, the resulting reduction in cash
resources could result in CoSine ceasing operations and
liquidating its assets.

                  Strategic Alternatives

During the quarter, CoSine announced that the board of directors,
after an extensive review of strategic alternatives, approved a
plan to redeploy CoSine's existing resources to identify and
acquire new business operations, while continuing to provide
support to CoSine's existing customers and continuing to offer
CoSine's intellectual property for license or sale.

CoSine's redeployment strategy will involve the acquisition of one
or more operating businesses with existing or prospective taxable
earnings.  This strategy may allow CoSine to realize future cash
flow benefits from its net operating loss carry-forwards.

Also during the quarter, CoSine announced the adoption of a share
purchase rights plan, whose primary purpose is to preserve
CoSine's existing and projected net operating losses.  Cosine's
redeployment strategy is based in part on its ability to realize
future cash flow benefits from its NOLs.  The share purchase
rights plan is designed to reduce the likelihood that an ownership
change will impair the availability of CoSine's NOLs.  CoSine had
over $300 million in NOLs at December 31, 2004.

                   Going Concern Doubt

Burr, Pilger & Mayer LLP expressed substantial doubt about
CoSine's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Dec. 31,
2004.  The auditing firm based its negative going-concern opinion
on the Company's move, in Sept. 2004, to terminate most of its
employees and discontinue production activities in an effort to
conserve cash.

Based in San Jose, California, CoSine Communications, Inc. -
http://www.cosinecom.com/-- provides customer support services
for managed network-based Internet protocol and broadband service
providers under contract by a third party.  In June 2005, the
Company's stock was delisted from the Nasdaq National Market
System and now trades in the over the counter market under the
symbol COSN.PK.


CP SHIPS: Offers to Buy Back $200 Mil. of 4% Senior Subor. Notes
----------------------------------------------------------------
CP Ships will offer to purchase any and all of its $200 million
aggregate principal amount of 4% Senior Subordinated Convertible
Notes due 2024 for cash equal to 100% of the principal amount
thereof plus accrued and unpaid interest to but excluding the date
of purchase.  CP Ships will also seek the consent of holders of
the Convertible Notes to amendments to the indenture governing the
Convertible Notes that would eliminate certain reporting
obligations and restrictive covenants as well as certain events of
default and related provisions.  CP Ships will pay holders of
Convertible Notes $2.50 for each $1,000 principal amount of
Convertible Notes in respect of which they deliver consents,
provided that CP Ships receives consents from holders representing
at least the majority in aggregate principal amount of the
Convertible Notes outstanding.  The offer is not conditional on
the successful completion of the consent solicitation.

The offer will expire at 5:00 p.m. (New York time) on Dec. 14,
2005, unless required to be extended, and is subject to the
condition that there be no default or event of default existing
under the indenture governing the Convertible Notes.  Assuming
satisfaction of the condition of the offer, CP Ships expects to
pay for Convertible Notes properly deposited under the offer and
not withdrawn on Dec. 19, 2005.

The consent solicitation will expire at 5:00 p.m. (New York time)
on Dec. 16, 2005, unless extended, and is subject to the condition
that CP Ships receives consents from holders representing at least
the majority in aggregate principal amount of the Convertible
Notes outstanding prior to the expiry of the consent solicitation.
Assuming satisfaction of the condition of the consent
solicitation, CP Ships expects to pay for consents received and
not revoked on Dec. 19, 2005.

For additional information or assistance, holders of Convertible
Notes may contact their broker, dealer, bank, trust company or
other nominee through which their Convertible Notes are held.
Holders of Convertible Notes may also contact the dealer managers
for the offer and consent solicitation, Citigroup Global Markets
Canada Inc (in Canada) at (212) 723-7450 and Citigroup Global
Markets Inc (in the United States) at (212) 723-7450 or the
information agent, Mackenzie Partners, Inc, at 800-322-2885.

               Commencement of Conversion Period

CP Ships also reported that it has called for Dec. 14, 2005 a
special meeting of its shareholders to consider and, if deemed
advisable, approve the amalgamation of CP Ships and Ship
Acquisition Inc.  The amalgamation will result in TUI owning 100%
of the common shares of the company resulting from the
amalgamation, which will also be called CP Ships Limited.  Holders
of common shares of CP Ships immediately prior to the
amalgamation, other than Ship Acquisition Inc, will receive one
redeemable special share of CP Ships per common share held.
Subject to applicable law, the special shares will immediately be
redeemed for $21.50 per share, the same price per share paid under
the TUI offer for CP Ships common shares dated Aug. 30, 2005.
Ship Acquisition Inc. holds a sufficient number of common shares
of CP Ships to approve the amalgamation in accordance with
applicable law.  The board of directors of CP Ships has determined
that the anticipated effective date of the amalgamation is Dec.
20, 2005.

In accordance with their terms and conditions, the Convertible
Notes will become convertible commencing Dec. 5, 2005 and ending
15 days following the effective date of the amalgamation, such 15
day period is expected to end Jan. 4, 2006.

CP Ships -- http://www.cpships.com/-- a subsidiary of TUI AG,
provides international container transportation in four key
regional markets: TransAtlantic, Australasia, Latin America and
Asia with 38 services in 21 trade lanes.  As of 30th September
2005 its vessel fleet was 80 ships and its container fleet 432,000
teu.  Volume in 2004 was 2.3 million teu.  CP Ships also owns
Montreal Gateway Terminals, which operates one of Canada's largest
marine container terminal facilities.  CP Ships is listed on the
Toronto and New York Stock Exchanges.  TUI intends to acquire 100%
of CP Ships by the end of 2005 after which CP Ships is expected to
no longer be a public company.  TUI plans to integrate CP Ships
into its other shipping subsidiary Hapag-Lloyd to create the
world's fifth-largest container shipping company.

                   *       *       *

As reported in the Troubled Company Reporter on Nov. 1, 2005,
Standard & Poor's Ratings Services revised the implications of its
CreditWatch placement on New Brunswick-based CP Ships Ltd. to
negative from developing.  The ratings were originally placed on
CreditWatch with developing implications on Aug. 22, 2005, when
its management board recommended it accept a takeover offer from
Germany-based tourism and container shipping group, TUI AG.


CRIIMI MAE: Earns $5.8 Million of Net Income in Third Quarter
-------------------------------------------------------------
CRIIMI MAE Inc. (NYSE: CMM) reported net income to common
shareholders for the third quarter of 2005 of $5.8 million,
compared to a net loss of $9.3 million for the third quarter of
2004.  Results for the third quarter of 2005 included net interest
margin of $9.7 million, servicing revenues of $2.0 million,
corporate general and administrative expenses of $2.7 million, and
net other items totaling $516,000.  Other items included a net
gain on derivatives of $1.2 million and impairment of CMBS of
$661,000.

"We are pleased with our operating results this quarter," Barry
Blattman, Chairman and Chief Executive Officer, said.  "The
increase in liquidity to almost $72 million demonstrates the
significant cash flow that has been generated by our seasoned
portfolio of CMBS and the performance of the mortgages underlying
our CMBS has continued to improve as evidenced by the decreasing
special servicing portfolio. We were especially pleased this
quarter to be able to announce our agreement to be acquired by CDP
Capital-Financing at what the Board of Directors believes is a
very attractive price for our shareholders."

For the nine months ended Sept. 30, 2005, net income to common
shareholders was $7.7 million, compared to $11.3 million for the
first nine months of 2004.  Results for the first nine months of
2005 included net interest margin of $28 million, servicing
revenues of $5.6 million, corporate general and administrative
expenses of $8.5 million, and net other charges totaling
$4.8 million.  These other charges included impairment of CMBS of
$4.1 million and a net loss on derivatives of $492,000.

As of Sept. 30, 2005, total liquidity approximated $71.5 million,
including $66.5 million of cash and cash equivalents and $5.1
million in liquid securities, compared to total liquidity of $45.1
million at Dec. 31, 2004.

As of Sept. 30, 2005, shareholders' equity decreased to
approximately $413.5 million as compared to $428.1 million at
Dec. 31, 2004.

                         Merger Updates

CRIIMI MAE reported on Oct. 6, 2005 that it had agreed to be
acquired by CDP Capital - Financing Inc., a subsidiary of Caisse
de depot et placement du Quebec.  Under the terms and subject to
the conditions of the definitive merger agreement, an indirect
subsidiary of CDP Capital - Financing, will be merged with and
into CRIIMI MAE and CRIIMI MAE's outstanding shares of common
stock will each be converted into $20.00 in cash without interest.
The transaction is valued at approximately $328 million based on
approximately 16.4 million CRIIMI MAE common shares outstanding.

CRIIMI MAE filed a preliminary proxy statement with the Securities
and Exchange Commission on Nov. 3, 2005.  Following the mailing of
a definitive proxy statement, the Company will solicit proxies
with respect to the voting of shares of the Company's common stock
for approval of the Merger.  If approved by shareholders, the
Merger is anticipated to be completed during the first quarter of
2006.

CRIIMI MAE, in accordance with the requirements of the Merger
Agreement, executed an interest rate hedging strategy in two
phases:

    * On Oct. 6, 2005, the Company purchased a six-month option on
      an underlying 10-year interest rate swap at a cost of $3.975
      million.  This option had an expiration date of March 30,
      2006 and a notional amount of $200 million.  This option,
      which was intended as a temporary hedge until such time as
      the terms of the second phase of the hedge transaction could
      be arranged, was liquidated on Oct. 20, 2005 for total
      proceeds of $4.7 million.

    * On Oct. 18, 2005, the Company entered into two forward
      starting 10-year interest rate swaps.  The swaps have an
      aggregate notional amount of $200 million and will require
      the Company to pay a fixed rate of 4.885% in exchange for
      receiving floating payments based on one-month LIBOR.  The
      Company and the swap counterparty are not required to begin
      exchanging monthly payments until May 3, 2006.

These swaps require the Company to post cash collateral as
security for its future obligations to the swap counterparty.  The
Company posted $4.9 million in initial cash collateral with such
counterparty on Oct. 20, 2005, funded substantially by the
$4.7 million liquidation proceeds from the sale of the option
transaction.

CRIIMI MAE Inc. -- http://www.criimimaeinc.com/-- is a commercial
mortgage company structured as a REIT. CRIIMI MAE owns and manages
a significant portfolio of commercial mortgage- related assets.
Historically, CRIIMI MAE's primary focus was acquiring high-
yielding, non-investment grade commercial mortgage-backed
securities (subordinated CMBS).

                    *       *       *

As reported in the Troubled Company Reporter on Oct. 13, 2005,
Moody's Investors Service upgraded the preferred stock ratings of
CRIIMI MAE Inc. to B3, from Caa2.  This rating remains on review
for possible further upgrade, as the rating agency evaluates the
impact of CDP Capita l-- Financing's planned acquisition of CRIIMI
MAE.


CURATIVE HEALTH: Moody's Downgrades Corporate Family Rating to Ca
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Curative Health
Services Inc. (corporate family rating to Ca from Caa1 and senior
notes to Ca from Caa2) following the announcement that the company
has elected to use a 30-day grace period for payment of interest
on its $185 million in senior notes.  The company's speculative
grade liquidity rating of SGL-4 was affirmed.  The rating outlook
is negative.

Ratings downgraded:

  Curative Health Services, Inc:

   * Corporate family rating to Ca from Caa1
   * senior notes to Ca from Caa2

Rating affirmed:

  Curative Health Services, Inc.:

   * SGL-4 speculative grade liquidity rating

The Ca rating on the senior unsecured notes reflects Moody's
belief that given the decline in Curative's enterprise value,
recovery for the note holders would be significantly less than
complete especially because outstandings under the $40 million
secured credit facility (not rated by Moody's) are expected to be
fully satisfied.  As of June 30, 2005, Curative reported tangible
book assets of about $128 million (consisting of current assets,
net property and equipment and other assets), compared to current
liabilities of approximately $44 million and $222 million in long-
term debt and other long-term liabilities.  Intangibles and
goodwill totaled $136 million, which Moody's believes may derive
some, but very limited value in liquidation.

The rating of the senior notes has been notched at the same level
as the corporate family rating because the notes represent over
80% of the company's debt.  Additionally, the absence of notching
for the senior notes gives consideration to the trade payables on
the balance sheet.

Extremely weak liquidity, reflected in affirmation of the SGL-4
rating, is highlighted by the recent technical default arising
from non-timely payment of interest on senior notes.  Based on
this most recent development, the company's liquidity does not
appear sufficient to fund operating needs as well as near-term
liabilities.

The rating outlook is negative because Moody's is concerned that
the business operations of the company may deteriorate further,
resulting in recovery values that fall below Moody's current
estimates.  The rating outlook could stabilize or ratings could be
raised if recovery values are consistent with or exceed Moody's
estimates.

Curative Health Services, Inc., headquartered in Nashua, New
Hampshire, provides services to patients experiencing serious
acute chronic medical conditions.  Services are performed through
its specialty infusion and wound care management business units.


CURATIVE HEALTH: GE Capital Waives Covenant Defaults
----------------------------------------------------
Curative Health Services, Inc., entered into a waiver agreement as
of Nov. 4, 2005, with General Electric Capital Corporation.  The
agreement waived certain defaults under the parties' credit
agreement dated Apr. 23, 2004.

The Company has elected to use a 30-day grace period for payment
of interest due Nov. 1, 2005, under its 10.75% senior notes due
2011.  This decision has been implemented as a result of the
discussions with an ad hoc committee of bondholders, holding
approximately 80% of the $185 million aggregate principal amount
of the Company's senior notes, and will give the Company and the
Ad Hoc Committee more time to evaluate the Company's financial
alternatives.

In the event that the November interest payment is not made prior
to the expiration of the 30-day grace period, then GE Capital or
the noteholders holding at least 25% of the notes may declare the
aggregate principal amount of notes, plus the November interest
payment, and any other amounts owing on the notes immediately due
and payable.

On November 2, GE Capital notified the Company that GE Capital
considered the Company's failure to pay the November interest
payment on the Notes an event of default under the Credit
Agreement, and GE Capital was reserving all of its rights and
remedies under the Credit Agreement arising as a result of the
event of default.

The Company has retained Bingham McCutchen LLP and Houlihan Lokey
Howard & Zukin Capital as legal counsel and financial advisor,
respectively, to assist the Ad Hoc Committee in evaluating the
Company's financial alternatives.

Curative Health Services, Inc. -- http://www.curative.com/-- is a
leading provider of Specialty Infusion and Wound Care Management
services.

The Specialty Infusion business, through its national footprint of
Critical Care Systems branch pharmacies, provides a cost-effective
alternative to hospitalization, delivering pharmaceutical products
and comprehensive infusion services to pediatric and adult
patients in the comfort of their own home or alternate setting.
Each JCAHO accredited branch pharmacy has a local
multidisciplinary team of experienced professionals who clinically
manage all aspects of a patient's infusion and support needs.

                         *     *     *

As reported in today's Troubled Company Reporter, Moody's
Investors Service lowered the ratings of Curative Health Services
Inc. (corporate family rating to Ca from Caa1 and senior notes to
Ca from Caa2) following the announcement that the company has
elected to use a 30-day grace period for payment of interest on
its $185 million in senior notes.  The company's speculative grade
liquidity rating of SGL-4 was affirmed.  The rating outlook is
negative.

Ratings downgraded:

   Curative Health Services, Inc:

    * Corporate family rating to Ca from Caa1
    * senior notes to Ca from Caa2

Rating affirmed:

   Curative Health Services, Inc.:

    * SGL-4 speculative grade liquidity rating.


D.R. HORTON: Good Strategy Prompts Moody's to Lift Ratings
----------------------------------------------------------
Moody's Investors Service raised the ratings of D.R. Horton, Inc.,
including the ratings on the company's senior notes to Baa3 from
Ba1 and the ratings on its senior subordinated notes to Ba1 from
Ba2.  The ratings have been taken off review for upgrade where
they had been placed on July 13, 2005.  D.R. Horton becomes the
eighth homebuilder to attain an investment grade rating out of 21
that are publicly rated.  The ratings outlook is stable.

The stable ratings outlook is based on Moody's expectation that
Horton will maintain capital structure discipline even as it takes
advantage of numerous growth opportunities and that homebuilding
debt/capitalization will generally stay at or close to the 45%
stated target for the company.

The upgrade reflects:

   * the company's steady and successful execution of its strategy
     of buying proportionately less land and optioning more land;

   * foregoing an active acquisition policy;

   * using any excess cash flow for debt repayment and share
     purchases; and

   * allowing the rate of equity retention to exceed the expansion
     in debt capital.

As a result, debt leverage has improved from the highest in its
peer group to one that compares favorably to those within its peer
group.  Moody's expects debt leverage to remain stable.

The ratings also acknowledge:

   * the company's strong operating performance:
   * success at integrating prior acquisitions;
   * large equity base;
   * geographic diversity;
   * leading share position in many of the markets it serves;
   * tight cost controls; and
   * healthy returns.

At the same time, the ratings continue to incorporate Horton's
somewhat higher than average business risk profile given its past
healthy appetite for acquisitions, which its current strategy does
not totally disavow.  In addition, capacity under its large bank
credit facility gives the company ample dry powder to releverage
the balance sheet on short notice.  The ratings also consider that
the company has a sizable proportion of its earnings coming from
California and that it engages in speculative home building to a
greater extent than many of its peers.

Applying the Homebuilding Rating Methodology (a report dated
December 2004) to Horton's current metrics, the company performs
like a Baa or better credit in most of the quantitative
measurements and was a positive outlier (i.e., outperformed by two
complete ratings bands) in the relative market share and return on
assets metrics.  However, its percentage of spec building stood
out as among the more aggressive in its peer group, with the
company generally starting 25% to 35% of total homes in inventory
without a firm contract of sale.

Moody's concern is that if a sudden and sharp downturn in new
orders were to occur, Horton may be left with excess unsold
inventory.  The company does, however, closely monitor and adjust
the pace of spec construction to ensure that spec inventory levels
are matched to individual market and community-level demand and
that finished and unsold inventory levels remain generally at the
1% to 3% level of total inventory.  In addition, the company has
been through various down cycles in its history and has been able
to manage its inventory in such a way as to preserve its 28-year
record of uninterrupted earnings growth.

Although the company has diversified geographically into numerous
large and attractive markets, the Schuler acquisition in 2002,
together with the ongoing robustness of the California housing
market, had driven up Horton's California concentration levels to
approximately 30% with regard to revenues and to a larger
proportion of its profits by 2003.  Despite continued growth in
California, this concentration level has been reduced, as other
markets, principally Arizona, Nevada, and Florida, have all
generated even more rapid growth for the company.

Going forward, the ratings could benefit from the company's
lowering of its stated debt leverage target (gross homebuilding
debt/capitalization) to 40% from 45% and from its operating at or
below this newly stated target for more than one year while other
key metrics -- interest coverage, ROA, and gross margins -- remain
at or above current levels.

The ratings would be pressured by:

   * a sustained rise in debt leverage to 50% or more from either
     a major debt-financed acquisition;

   * a large scale share repurchase program or one-time dividend;
     and/or

   * a major land impairment charge.

Moody's believes that the capital base of an investment grade
company cannot be subject to management actions that decapitalize
or unduly stress the balance sheet.

The rating changes are listed as:

   * Ba1 Corporate Family Rating (formerly, senior implied rating)
     has been withdrawn

   * $215 million of 7.5% senior notes, due December 1, 2007
     raised to Baa3 from Ba1

   * $200 million of 5% senior notes, due January 15, 2009 raised
     to Baa3 from Ba1

   * $385 million of 8% senior notes, due February 1, 2009 raised
     to Baa3 from Ba1

   * $250 million of 4.875% senior notes, due January 15, 2010
     raised to Baa3 from Ba1

   * $200 million of 7.875% senior notes, due August 15, 2011
     raised to Baa3 from Ba1

   * $250 million of 8.5% senior notes due April 15, 2012 raised
     to Baa3 from Ba1

   * $300 million of 5.375% senior notes due June 15, 2012 raised
     to Baa3 from Ba1

   * $200 million of 6.875% senior notes due May 1, 2013 raised to
     Baa3 from Ba1

   * $100 million of 5.875% senior notes due July 1, 2013 raised
     to Baa3 from Ba1

   * $200 million of 6.125% senior notes due January 15, 2014
     raised to Baa3 from Ba1

   * $250 million of 5.625% senior notes due September 15, 2014
     raised to Baa3 from Ba1

   * $300 million of 5.25% senior notes due February 15, 2015
     raised to Baa3 from Ba1

   * $300 million of 5.625% senior notes due January 15, 2016
     raised to Baa3 from Ba1

   * $150 million of 9.75% senior sub notes, due
     September 15, 2010 raised to Ba1 from Ba2

   * $200 million of 9.375% senior sub notes, due March 15, 2011
     raised to Ba1 from Ba2

   * $145 million of 10.5% senior sub notes, due July 15,2011
     (issued by Schuler Homes and assumed by D.R. Horton in the
     merger of February 2002) raised to Ba1 from Ba2

   * SGL-2 Speculative Grade Liquidity rating has been withdrawn

Headquartered in Ft. Worth, Texas, D.R. Horton, Inc. is engaged in
the construction and sale of homes designed principally for the
entry-level and first time move-up markets. The company currently
builds and sells homes in 23 states and 71 markets, with a
geographic presence in the:

   * Midwest,
   * Mid-Atlantic,
   * Southeast,
   * Southwest, and
   * Western regions of the United States.

Revenues and net income for the trailing twelve month period that
ended June 30, 2005 were approximately $12.3 billion and $1.3
billion, respectively.


DEAN FOODS: Buys Back $415M of Stock; Plans to Buy $300M More
-------------------------------------------------------------
Dean Foods Company (NYSE: DF) reported that from the beginning of
the third quarter, the Company made open market purchases of its
common stock totaling 11.3 million shares for a total cost of
$415 million.  On November 2, the Board of Directors authorized
the Company to repurchase more shares for $300 million.  Including
this new authorization, the Company currently has a total of $303
million remaining under its repurchase authorizations.

As part of management's strategy to further focus the Company on
its core dairy and branded businesses, Dean Foods 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.

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 the Troubled Company Reporter on Nov. 8, 2005,
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.


DEE MARTINEZ: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Dee L. Martinez
        3638 Cripple Creek Drive
        Dallas, Texas 75224

Bankruptcy Case No.: 05-86816

Chapter 11 Petition Date: November 4, 2005

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Lawrence Fischman, Esq.
                  Glast, Phillips & Murray, P.C.
                  2200 One Galleria Tower
                  13355 Noel Road, LB 48
                  Dallas, Texas 75240-6657
                  Tel: (972) 419-8300
                  Fax: (972) 419-8329

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have unsecured creditors who are not insiders.


DELPHI CORP: Fitch Rates $2-Bil Debtor-In-Possession Debt at BB-
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-' to Delphi
Corporation's $2 billion of debtor-in-possession credit
facilities.  The DIP facilities will consist of a revolving credit
portion and a term loan portion and are to be pari passu with each
other in terms of priority of repayment, collateral, and
guarantees.  The term loan and revolving credit will, therefore,
share the same ratings.

The obligations of Delphi and its domestic guarantors under the
DIP facilities benefit from superpriority claim status and
perfected first-priority priming liens and guarantees.  Therefore,
the DIP facilities will be first in line among Delphi's creditors
for repayment upon either the company's future reorganization or
liquidation of all or part of its assets or businesses.  Assets
securing the DIP facilities provide ample overcollateralization,
but the illiquid nature of a portion of these assets and the
potential deterioration in values that would occur in a
liquidation scenario are factors in the rating.

The rating is a point-in-time rating and will not be monitored by
Fitch following its issuance.  The rating is based on the
information made available to Fitch and based on the terms and
conditions outlined as of the time of the rating.  Fitch will not
be monitoring or updating the rating to reflect any changes that
may take place to the terms and conditions of the facilities.

Delphi and its domestic subsidiaries filed for voluntary
protection under Chapter 11 of the United States Bankruptcy Code
on Oct. 8, 2005.  Delphi's non-US subsidiaries, which account for
less than half of the company's consolidated revenues during 2005,
are not subject to the domestic bankruptcy filings and continue to
operate without court supervision.

The DIP rating reflects the materially negative pro forma cash
flow performance of Delphi's domestic operations and the company's
inability to reverse this trend absent major concessions from the
United Auto Workers union.  If Delphi is unable to reach a new
labor agreement with the UAW by Dec. 16, Delphi has stated that it
will petition the court to void its existing labor contract and
impose terms requested by Delphi.  The severe reduction in wages,
benefits, and other terms requested by Delphi raises the risk of a
work stoppage.

A major work stoppage at Delphi could interrupt the supply of
critical parts to GM, providing significant incentive for GM to
contribute to an agreement between the UAW and Delphi, thereby
facilitating Delphi's operating continuity and eventual emergence
from bankruptcy.  A major work action at Delphi, and the impact it
would have on GM's long-term production plans, could severely
impair the realizable value of Delphi's asset base in a
liquidation scenario.

The DIP obligations will consist of direct borrowings and open
letters of credit under the $2 billion overall commitment, as well
as any other liabilities incurred with the DIP lenders through
hedging transactions, cash management arrangements, and the like.
The DIP facilities will benefit from superpriority claims status,
first-priority guarantees by all material domestic subsidiaries,
first-priority perfected senior priming liens on all assets of
Delphi and all of its material domestic subsidiaries that were
subject to existing liens on the pre-petition senior secured
credit facilities, and perfected first-liens and junior liens on
all previously unencumbered domestic assets.

The DIP collateral package includes pledges of 100% of the voting
capital stock of all material domestic subsidiaries and up to 65%
of the voting capital stock of direct and indirect foreign
subsidiaries.  Usage of the DIP facilities will be subject to a
borrowing base calculation applicable to domestic tangible assets.

The DIP facility borrowing base formula will consist of 85% of
eligible non-GM accounts receivable; plus 85% of eligible GM
accounts receivable, limited to 25% of total eligible accounts
receivable; plus the lesser of 65% of eligible inventory or 85% of
the net orderly liquidation value based on a third-party
appraisal; plus a fixed asset component based on 80% of the net
orderly liquidation value of eligible machinery and equipment,
based on a third-party appraisal and 50% of fair market value of
real estate based on a third-party appraisal, provided that the
fixed assets component is limited to 30% of the aggregate amount
of the borrowing base; less up to a $40 million carve-out for
bankruptcy court and professional fees; and less the aggregate
amount of any domestic secured hedging obligations in excess of
$75 million.  The borrowing base computation is expected to
closely approximate the $2 billion size of the aggregate
facilities and result in full availability of the commitment.

The DIP rating also reflects Fitch's view that there would be a
high degree of illiquidity tied to Delphi's assets, should
liquidation of all or part of the company ultimately prove
necessary.  The valuation of the company's domestic asset base
would be severely compromised in the event a UAW agreement cannot
be reached, GM continues to lose market share, or Delphi's
domestic cash flow and availability prove to be insufficient for
any other reason.

While Delphi's overseas operations are characterized by a
significantly more diversified customer base and meaningfully
positive cash flow generation, there is no contractual ability
under the U.S. credit agreements to force repatriation of any of
Delphi's foreign cash while the company remains a going concern.
Under a worst-case scenario, Delphi's DIP and pre-petition lenders
would most likely take steps to enforce their right through the
existence of stock pledges by the foreign subsidiaries to direct
the company to sell its overseas assets under suboptimal
conditions.

Fitch also factored into the ratings the expectation that usage
under the DIP revolver has significant potential to increase
steadily over the tenor of the facility, in order to finance cash
interest and cash adequate protection payments, as well as offset
negative U.S. operating cash flow performance.

Fitch's DIP rating also incorporates Delphi's substantial critical
mass and continued importance to GM, the bankruptcy court's
approval of the Dec. 16, 2005 date to finalize the UAW contract
negotiations, the concentration cap for GM accounts receivable at
25% of total eligible receivables within the DIP borrowing base
calculation, the existence of significant non-U.S. operations that
do not have a customer concentration with GM and are projected to
generate positive cash flows, and the existence of GM's contingent
obligations with regard to Delphi's legacy costs.  Delphi's
technology assets and growth in non-GM business are additional
positive considerations.

The DIP credit agreement will be subject only to a global EBITDAR
financial covenant, for which required levels will be established
using a financial plan that does not assume any meaningful
improvement in the company's cost base.  Therefore, either a
liquidity shortfall or a material decline in the value of the
collateral base would be the most likely causes of any default
under the DIP facility.

Delphi's pre-petition senior secured lenders were owed almost $2.5
billion of outstanding loan principal upon the company's
bankruptcy filing.  In return for allowing their security
interests to be consensually primed by the DIP lenders, the pre-
petition senior secured lenders will be entitled adequate
protection payments approximating $300 million per annum,
consisting of ongoing cash interest payments applicable to the
outstanding pre-petition loan principal at the ABR option default
rate of interest per the pre-petition credit agreement.  Drawdowns
under the DIP credit facilities are expected to be the main source
of cash to make the adequate protection payments.

Delphi's pre-petition liabilities subject to compromise include
approximately $2 billion of senior unsecured notes; $412 million
of junior subordinated notes that supported the pre-petition
Delphi Trust I and II trust preferred stock, trade payables, and
certain other liabilities.  These obligations are all stayed in
bankruptcy and will not receive payment of any interest,
principal, or fees.  Additional claims include pension and OPEB
liabilities and could include claims made under Delphi's
indemnification to GM arising from retirement benefit guarantees.

Delphi's foreign operations, which have not filed for bankruptcy,
currently have debt and debt availability of approximately $1.1
billion.  These foreign obligations primarily consist of
securitization and factoring agreements.  Delphi's DIP credit
agreement permits up to an aggregate of $1.5 billion of foreign
indebtedness and liens excluding intercompany debt.

Delphi Corporation, headquartered in Troy, Michigan, is one of the
largest global automotive suppliers, with pro forma 2005 revenues
approximating $27 billion.  Key product lines consist of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  Delphi was spun off as
a separate company from General Motors on Jan. 1, 1999, in
accordance with the terms of a master separation agreement.


DELPHI CORP: Six Unions Banded Together to Form Coalition
---------------------------------------------------------
Six unions representing some 33,650 Delphi workers -- and a total
of more than 5.5 million active and retired members -- formed the
Mobilizing@Delphi coalition last week.

The coalition, which is comprised of:

    * the United Auto Workers

    * IUE-CWA,

    * United Steelworkers,

    * International Brotherhood of Electrical Workers,

    * International Association of Machinists and Aerospace
      Workers, and

    * International Union of Operating Engineers,

pledges a coordinated fight against Delphi Corp.'s assault on
working families and their communities.

"We are outraged by Delphi's attempt to use the bankruptcy process
to dictate the radical destruction of the living standards of
America's industrial workers," members of the coalition said in a
joint statement, "while at the same time it plans to reward some
500 'key employees' with up to 10 percent of the company's stock
and cash bonuses totaling $87.9 million once Delphi emerges from
bankruptcy."

"The 33,650 Delphi workers represented by our six unions are on
the front lines of this critical struggle, but they are not alone;
they have the full support and solidarity of the more than 5.5
million active and retired members of our unions," the unions
added.  "Together we will do everything possible to make sure
their rights and interests are protected."

In October, Delphi had asked the representatives of its largest
union, the United Auto Workers, to accept substantial cuts in
their wages and benefits.  The Company's demands include:

    * Reducing pay by as much as 63% to $10 to $12 an hour and
      total wages and benefits by as much as 77% to $16 to $18 an
      hour.  Delphi currently pays its union workers from $25 to
      $27 an hour and total wages and benefits of $65 to $70 an
      hour, making its employees among the best-paid industrial
      workers in America.

    * The right to close, sell or consolidate most of its U.S.
      plants over the next three years.

    * Ending all cost-of-living pay increases.

    * Eliminating pay during the Independence week shutdown in
      July.

    * Eliminating the jobs bank, under which Delphi guarantees the
      pay and benefits for unnecessary workers.

    * Reducing holidays to 10 to 12 days per year, down from
      about 16.

    * Reducing vacation to a maximum of four weeks per year.

    * Increasing employee contributions for health care to match
      the salaried plan by increasing doctor and prescription co-
      pays and other measures.  Delphi hourly employees pay about
      7% of their health care costs, compared with the 27% paid by
      salaried workers.

    * Changing pensions to reflect the lower wage rates by cutting
      them to less than $1,500 a month instead of the current rate
      of about $3,000.

Delphi is a 1999 spin-off from General Motors.  While General
Motors and Delphi are separate entities, GM retains
indemnification obligations for some employee obligations.

Under the terms of the 1999 spinoff, General Motors agreed to
provide medical and pension benefits to Delphi retirees if the
company sought protection before mid-2007, the New York Times
reports.

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


DELTA AIR: Section 341(a) Meeting Slated for February 16
--------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, will
convene a meeting of Delta Air Lines, Inc., and its debtor-
affiliates' creditors on February 16, 2006, at 11:00 a.m.  The
meeting will take place at the Office of the United States
Trustee at 80 Broad Street, Second Floor, in New York.

This Meeting of Creditors is 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 Debtors under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.

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


DELTA AIR: Asks Court to Enforce Automatic Stay Against Sussex
--------------------------------------------------------------
By this motion, the Delta Air Lines Inc. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York to:

   (i) enforce the automatic stay and enjoin Columbia Sussex
       Corporation from ceasing to perform its contractual
       obligations; and

  (ii) impose sanctions on Columbia Sussex for violation of the
       automatic stay in an amount not less than the damages the
       Debtors incurred as a result of Columbia Sussex's breach
       of contract, plus attorneys fees and costs.

Columbia Sussex owns the Radisson Hotel Birmingham, the Crowne
Plaza Detroit Metro Airport hotel, the Crowne Plaza Orlando
Airport hotel, the Greensboro Marriott Downtown hotel, and the
Mobile Marriott hotel.

Delta has entered into separate accommodation agreements with
each of the Hotels.  Under the Accommodation Agreements, the
Hotels guarantee the daily availability of a certain number of
hotel rooms for use by Delta personnel in exchange for payment of
Delta at an agreed price per room.

        Hotel                      Effective Date     End Date
        -----                      --------------     --------
    Radisson Hotel                   01/01/2005      12/31/2006
    Crowne Plaza Detroit             01/01/2005      01/31/2007
    Crowne Plaza Orlando             08/01/2005      07/31/2007
    Greensboro Marriott Downtown     11/01/2004      10/31/2006
    Mobile Marriott                  01/01/2005      12/31/2006

The Accommodation Agreements provide the Hotels rights to
terminate the contracts if Delta fails to comply with any
material term, provision, condition, or covenant, of the
agreement, which failure is not cured within 30 days after
receipt by Delta of written notice of the failure to comply.

Sheldon L. Pollock, Esq., at Davis Polk & Wardwell, in New York,
relates that, despite Delta's requests for Columbia Sussex to
perform under the contracts, the Hotels have refused to provide
any services to Delta since Sept. 11, 2005.  Ed Rofes, Columbia
Sussex's vice president of Finance, has conveyed to Delta that
the Hotels' accommodation of Delta's crews is conditioned upon
Delta's payment of $336,942.

Mr. Pollock tells Judge Beatty Columbia Sussex's actions have
caused Delta significant harm, including, but not limited to,
monetary damages related to finding and purchasing hotel rooms at
significantly higher prices than those provided for in Delta's
contracts with Columbia Sussex.  Through the end of November,
Delta will have suffered damages of approximately $121,207.

Mr. Pollock asserts that Columbia Sussex's actions are in direct
contravention of the automatic stay under Section 362(a)(3) of
the Bankruptcy Code, as Columbia Sussex is attempting to exercise
control over the Debtors' contract rights, which are property of
the Debtors' estates.  In addition, Columbia Sussex's request for
immediate payment for amounts due prepetition violates the
automatic stay under Section 362(a)(6).

Mr. Pollock notes that courts have consistently held that
contract rights are property of the debtor's estate, and Section
362(a)(3) states clearly and unambiguously that it is violated by
any act to exercise control over property of the estate.  Citing
the standards set in 19 Huber v. Marine Midland Bank, 51 F.3d 5,
10 (2d Cir. 1995), Mr. Pollock argues that the Court should hold
Columbia Sussex liable for civil contempt.

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


DELTA AIR: Wants to Reject Pembroke Capital Lease
-------------------------------------------------
Delta Air Lines, Inc., and Pembroke Capital Aircraft (Shannon)
Limited are parties to an Aircraft Lease Agreement, dated
Feb. 18, 1998, for nine Boeing 737-300 aircraft and related
engines and other equipment.

Delta Air Lines Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's
permission to:

   (i) reject the Lease Agreement under Section 365(a) of the
       Bankruptcy Code, effective as of Nov. 14, 2005; and

  (ii) surrender and return the leased equipment, if applicable,
       pursuant to Section 1110 of the Bankruptcy Code.

Richard F. Hahn, Esq., at Debevoise & Plimpton LLP, in New York,
explains that the Debtors are in the process of reducing their
fleet to further reduce costs.  The Debtors no longer need the
leased equipment for the operation of their business.

Pursuant to Rule 3003(c) of the Federal Rules of Bankruptcy
Procedure, any prepetition general unsecured claims arising out
of the rejection must be filed on or before the later of (i) the
Bar Date or (ii) 30 days after the Effective Date.

On or as soon as reasonably practicable after the Effective Date,
the Debtors will deliver records and documents relating to the
leased equipment to Pembroke.

The Debtors will continue to maintain, insure and pay for storage
costs, if any, relating to the leased equipment for a period
ending on the earlier of:

   (i) 15 days after the Court approves the rejection of the
       Lease Agreement; and

  (ii) the date on which the Pembroke takes possession of the
       leased equipment.

If Pembroke does not remove the leased equipment or otherwise
contract with a third party for storage of the equipment within
15 days after the Court approves the rejection, the Debtors may
ask the Court to compel the removal of the equipment or payment
to the Debtors of storage and other attendant costs.

The Debtors believe that the proposed surrender of the leased
equipment satisfies the "surrender and return" requirements of
Section 1110(c).

Upon request from Pembroke, the Debtors agree to cooperate
reasonably with Pembroke with respect to the execution of or
provision of information required for a lease termination
document to be filed with the Federal Aviation Administration in
connection with the leased equipment; provided, however, that
Pembroke will be solely responsible for all costs associated with
the documentation and the filing.

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


DEX MEDIA: R.H. Donnelley Buy Prompts S&P to Remove Watch
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Dex
Media Inc. and its operating subsidiaries -- Dex Media West LLC
and Dex Media East LLC, including the 'BB-' corporate credit
ratings.

Standard & Poor's removed ratings on the Dex family of companies
from CreditWatch with negative implications, where they were
placed on Oct. 3, 2005, following R.H. Donnelley Corp.'s
announcement it would acquire Dex for about $4.2 billion plus the
assumption of debt totaling $5.4 billion as of September 2005.
The outlook is stable for the Dex entities.

Following the close of the acquisition, Standard & Poor's would
lower its ratings one notch on RHD and its operating subsidiary
R.H. Donnelley Inc., including its corporate credit ratings to
'BB-' from 'BB', with a stable outlook.

In addition, Standard & Poor's assigned its 'BB' bank loan rating
and '1' recovery rating to RHD Inc.'s proposed $2.2 billion senior
secured credit facility, which includes the $350 million add-on
term loan facility, reflecting the expectation for full recovery
in a simulated payment default scenario.  Dex West's proposed $1.7
billion senior secured credit facility, which includes the $503
million add-on term loan facility, was also assigned a 'BB' bank
loan rating along with a '1' recovery rating.

Proceeds from the add-on term loan facilities will be used to
partially finance the Dex acquisition and related fees and
expenses totaling $2 billion, to redeem $332 million of the
company's remaining preferred shares outstanding from partnerships
affiliated with the Goldman Sachs Group, and to refinance
existing debt.  RHD will issue $2.4 billion in common equity to
complete the financing of the Dex acquisition.  Standard & Poor's
expects the company to issue additional debt to complete the
funding of these transactions.

After the close of the acquisition, the corporate credit ratings
on RHD and Dex entities would be rated the same, at 'BB-',
reflecting the consolidated credit quality of the ultimate parent
company RHD, a holding company with no direct operations and
significant debt that has to be serviced by the cash flows of RHD
Inc., Dex West and Dex East.  While RHD Inc., Dex West, and Dex
East have different financial profiles with separate financing
structures, the operations of the entities are expected to be
managed as one company with the same senior management team.


DOWLING COLLEGE: Operating Deficits Spur S&P to Shave Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services' has lowered its rating on
outstanding debt issued for Dowling College to 'BB+' from 'BBB-'.
The outlook is stable.

The rating reflects:

    * weakened financial performance as evidenced by two years of
      slight operating deficits of $1.2 million and $1.9 million
      for fiscals 2004 and 2005, respectively;

    * extremely low levels of liquidity with unrestricted
      resources of $3.7 million representing only 5% of operations
      and 9% of outstanding debt for fiscal 2005;

    * a high budget reliance on student-generated revenues, which
      account for 95% of total operating revenues, coupled with a
      fluctuating headcount enrollment in a highly competitive
      market; and

    * a small endowment of $11 million compared to outstanding
      debt of approximately $44 million.

Despite the negative factors, Dowling has managed to maintain
stable demand trends coupled with a low financial aid burden of
15%.

"The stable outlook reflects our expectation that demand trends
will continue to stabilize and that management will achieve break-
even financial performance in the future," said Standard & Poor's
credit analyst Lori Torrey.

Founded in 1955, as part of Adelphi College's outreach to Suffolk
County, New York, Dowling became the first four-year,
degree-granting liberal arts institution in the county.  The
college purchased the former W.K. Vanderbilt estate in Oakdale in
1962.  In 1968, the college severed its ties with Adelphi and was
renamed after its chief benefactor, Robert Dowling, a noted city
planner and aviator.  Dowling expanded its facilities in 1993 with
the development of the Brookhaven campus.


DRS TECH: S&P Rates Proposed $650 Million Secured Loan at BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services said that ratings on DRS
Technologies Inc., including the 'BB-' corporate credit rating,
remain on CreditWatch, where they were placed with negative
implications on Sept. 22, 2005.  At the same time, Standard &
Poor's assigned its 'BB+' rating and '1' recovery rating to the
company's proposed $650 million secured credit facility,
indicating expectations of a full recovery of principal in the
event of payment default.  The new bank loan and recovery ratings
are not on CreditWatch.

Standard & Poor's also indicated that if the proposed acquisition
of Engineered Support Systems Inc. is completed on terms similar
to those presented, the ratings on DRS will be affirmed and
removed from CreditWatch.  The outlook will be negative.

"The pending affirmation reflects expected improvements in program
and customer diversity as a result of the $2 billion, largely
debt-financed acquisition," said Standard & Poor's credit analyst
Christopher DeNicolo.  "However, the improved business risk
profile is offset somewhat by the increase in leverage and
deterioration in cash flow protection measures," the analyst
continued.

DRS has offered $43 for each share of ESSI stock to be paid 70% in
cash and 30% in DRS stock.  The cash portion will be financed with
cash on hand, proceeds from the new credit facility, and new
public debt securities that have not yet been defined.  As a
result of the transaction, fiscal 2006 ending March 31, 2006 pro
forma debt to EBITDA is expected to increase above 5x, from
previous expectations of 3.5x-4x for DRS stand-alone.  Similarly,
funds from operations to debt is likely to decline to the 10%-15%
range from over 20%.  The significant equity portion of the
purchase consideration limits the impact on debt to capital, which
will increase to 60% from around 50% currently.

However, the acquisition will improve DRS' program diversity,
increase its exposure to the U.S. Air Force, and provide a service
offering that should be less vulnerable to funding pressures to
complement its existing largely product portfolio.  The
transaction is expected to close in early 2006.


ENCYCLE/TEXAS INC: Section 341(a) Meeting Set for November 30
-------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of
Encycle/Texas, Inc.'s creditors at 10:40 a.m., on Nov. 30, 2005,
at 606 N. Carancahua Street, Suite 1107, in Corpus Christi, Texas.

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.

Encycle/Texas, Inc., operates a large hydrometallurgical
processing complex that chemically recovers the metals in waste
and by-product materials that are received from a variety of
manufacturing companies nationwide.  The Debtor filed for chapter
11 protection on Aug. 26, 2005 (Bankr. S.D. Tex. Case No. 05-
21304).  When the Debtor filed for protection from its creditors,
it estimated assets of $50,000 to $100,000 and debts of $10
million to $50 million. Encycle/Texas is a subsidiary of bankrupt
ASARCO LLC (Bankr. S.D. Tex. Case No. 05-21207).  ASARCO has asked
for the joint administration of Encycle/Texas' chapter 11 case
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation.


ENRON: Court Okays Pact Clarifying Status of Linden Claims
----------------------------------------------------------
On Oct. 15, 2002, SB Linden, LLC, filed Claim No. 16178 for
$4,075,363 against Enron Capital & Trade Resources Corp.  SB
Linden also filed Claim No. 16179 for $4,075,363 against Enron
Corp.

On July 14, 2003, SB Linden purportedly transferred Claim Nos.
16179 and 16178 to Stonehill Institutional Partners, L.L.P.
Subsequently, in October that year, Stonehill filed Claim No.
24423 for $7,835,349.

In January 2004, the Debtors filed their 26th Omnibus Objection
to Proofs of Claim, pursuant to which they asked the Court to
disallow and expunge Claim No. 16718 because it was amended and
superseded by Claim No. 24423.  The Court sustained the Debtors'
Objection and Claim No. 16178 was disallowed and expunged as
duplicative.

In May 2004, the Debtors and the Court were notified that Claim
No. 16179 was transferred from SB Linden to Linden #2 LLC.
Linden #2 later filed an amendment to the Transfer Notice
regarding the transfer of Claim Nos. 16178 and Claim No. 16179
from SB Linden to Linden #2.  Stonehill filed an objection to the
Amended Transfer Notice.

The Court held a hearing regarding the Stonehill Objection
wherein the Court requested additional documents.  The hearing
was adjourned to a future date.

On December 17, 2004, Enron, ECTRIC and Enron North America Corp.
filed their 70th Omnibus Objection to Proofs of Claim, pursuant
to which the Reorganized Debtors asked the Court to disallow and
expunge Claim Nos. 16179 and 24423 because no amount was due
based on their books and records.

Stonehill objected to the Debtors' request.

On January 20, 2005, the Court heard further arguments on
Stonehill's objection to the Amended Transfer Notice.  Later in
June, the Court issued a Memorandum Opinion regarding Stonehill's
Objection, pursuant to which Judge Gonzalez held that Claim Nos.
16179 and Claim No. 24423 were transferred to, and are now owned
and held by, Linden #2.  The Court also entered an order,
consistent with its Memorandum, overruling the Stonehill
Objection.

On August 10, 2005, Linden #2 filed Claim No. 25380 for
$13,352,718 against Enron.  Linden #2 asserts that Claim No.
25380 amended Claim No. 16179.  Linden also filed Claim No. 25381
for $13,352,718 against ENA, asserting that Claim No. 25381
amended Claim No. 24423.  The Reorganized Debtors dispute both
assertions.

Subsequently, in a stipulation approved by the Court, the Parties
agree that:

    (a) Claim Nos. 16179 and 24423 will be disallowed and
        expunged;

    (b) The 70th Objection will continue to be applicable to Claim
        Nos. 25380 and 25381.  The Reorganized Debtors reserve all
        rights to further supplement or amend the 70th Objection
        to Claim Nos. 25380 and 25381, file any other pleading,
        seek related discovery if necessary, and object to any
        further claims, new or amended, which may be filed by
        Linden #2;

    (c) Linden #2 reserves its rights to reply to any further or
        supplemental objections or other pleadings as may be filed
        by the Reorganized Debtors in connection with Claim Nos.
        25380 and 25381, and its rights to further amend those
        claims; and

    (d) The 70th Objection with regard to Claim Nos. 25380 and
        25381 will be addressed at a later date.

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

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


ENRON CORP: Eni UK Wants Court to Stay Claim Objection Proceedings
------------------------------------------------------------------
Eni UK Limited, formerly known as AGIP (U.K.) Limited, filed
Claim No. 24772 in the Debtors' Chapter 11 cases.  The
Reorganized Debtors objected to the AGIP Claim.

Robin Keller, Esq., at Stroock & Stroock & Lavan LLP, in New
York, relates that the AGIP Claim arises under Enron Corp.'s
guaranty to the payment obligations of Enron Capital & Trade
Resources Limited with respect to trading agreements between
ECTRL and AGIP.

In its Claim Objection, Enron argues that AGIP misapplied the
terms of the Trading Agreements, which are governed by English
law, in terminating certain outstanding trades and in deriving
the amount owed by ECTRL and guaranteed by Enron.

However, Mr. Keller says, each of the issues raised in the Claim
Objection have been carefully reviewed and fully vetted by each
of the principal parties, including ECTRL, in the U.K. and were
resolved in AGIP's favor.

Mr. Keller points out that PricewaterhouseCoopers LLP, the Court-
appointed administrator for ECTRL, has issued a letter to AGIP
that provisionally allows AGIP's claim in the U.K. insolvency
proceedings in the full amount asserted by AGIP.  PwC extensively
reviewed the terms of the Trading Agreements and analyzed each of
the specific issues raised by Enron in its Claim Objection.
Enron also contacted PwC and communicated its position on the
manner in which it believes the Trading Agreements should be
interpreted.

In spite of Enron's efforts to persuade PwC to the contrary, the
firm concluded that AGIP's calculations and interpretations were
correct.  Mr. Keller notes that all that remains is for the
provisional allowance to become final -- a mere formality at this
point -- and for Enron to honor its obligation.

Mr. Keller argues that by refusing to withdraw its Objections,
Enron is thus abusing the judicial process by perpetuating
duplicative litigation before the Bankruptcy Court when the final
adjudication of AGIP's direct claim against ECTRL is proceeding
before the U.K. court, and Enron is bound by that adjudication as
a factual and legal matter.

Mr. Keller asserts that Enron should not be permitted to continue
to prosecute the Claim Objection in two forums and obtain
potentially inconsistent results when the legal issues underlying
the Claim Objection have already been resolved in a more suitable
forum.  Enron's continued prosecution of the Claim Objection, Mr.
Keller adds, can only be understood as an attempt to force AGIP
into re-litigating settled issues at unnecessary expense to AGIP
and to the Reorganized Debtors' estates or to coerce AGIP into
settling its claim on unreasonable terms.  That effort
constitutes an abuse of process that should not be countenanced
by the Court, Mr. Keller says.

Accordingly, Eni UK asks the Court to stay the proceedings
related to Enron's Claim Objection until its claim against ECTRL
is resolved by a final court order in the U.K.

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

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


FLYI INC: Reaches Tentative Agreements With 2 Unions on Pay Rates
-----------------------------------------------------------------
FLYi, Inc., parent of low- fare airline Independence Air, and the
Association of Flight Attendants - Communications Workers of
America have agreed to changes in pay rates and work rules for
Independence Air flight attendants, subject to membership
ratification.  The agreement has been designed to assist the
company as part of its ongoing restructuring process by making
certain modifications to the existing Flight Attendant Collective
Bargaining Agreement.  The ratification process will begin
shortly.

Independence Air President and Chief Operating Officer Tom Moore
said, "This is an important step for us, and we applaud our flight
attendants and their leadership for stepping up in their efforts
to help at a time when that help is needed most.  Our flight
attendants have been critical to the customer success we've
achieved so far, and they continue to do an excellent job in their
role as service leaders for our airline."

AFA-CWA Master Executive Council President Kenneth Kindred said,
"The Independence Air flight attendants are working with
management and other unions on the property to move us a step
closer to a successful conclusion to the company's restructuring
efforts.  We are proud of the company's history and our role in
making Independence Air a national leader in customer
satisfaction."

                         AMFA Agreement

FLYi also reported that it has reached a tentative agreement with
the Aircraft Mechanics Fraternal Association that would enact new
wage rates and work rules for Independence Air mechanics.

The company and AMFA have been negotiating, under supervision of
the National Mediation Board, since June 2002.  The agreement is
subject to membership ratification, as part of a process that will
begin shortly.

Tom Moore, President and Chief Operating Officer of FLYi, Inc.,
said, "This is an important step for our company, and we are
pleased that we could reach an agreement with our mechanics group
as part of our overall restructuring effort.  The professionalism
of our mechanics has always been a major element in the
operational success of Independence Air, and we are thankful for
their continued support during this critical time."

AMFA Airline Representative Marc Gendron states, "The Association
is pleased that a tentative agreement has been achieved.  We feel
the agreement, pending ratification of the membership, satisfies
the company's short-term needs and also addresses the long-term
needs of our membership."

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.


FLYI INC: Independence Air Credit Exposure is $135 Mil. Says CIT
----------------------------------------------------------------
CIT Group, Inc. (NYSE: CIT) disclosed its current financing
relationship with Independence Air, Inc.

As reported in the Troubled Company Reporter on Nov. 8, 2005,
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 on Nov. 7, 2005, in order to
restructure the company's aircraft leases and other obligations to
achieve necessary cost savings.

Under existing lease agreements, Independence Air has operating
leases on four CIT-owned aircraft.

CIT's total exposure is approximately $135 million.  CIT's
management believes, based on its current assessment of lease
equipment carrying values and Independence Air's credit exposure
that the Independence Air filing will not have a material adverse
impact on CIT's financial results.

                    About CIT Group Inc.

CIT Group Inc. (NYSE: CIT), -- http://www.cit.com/-- a leading
commercial and consumer finance company, provides clients with
financing and leasing products and advisory services.  Founded in
1908, CIT has nearly $60 billion in assets under management and
possesses the financial resources, industry expertise and product
knowledge to serve the needs of clients across approximately 30
industries.  CIT, a Fortune 500 company and a component of the S&P
500 Index, holds leading positions in vendor financing, factoring,
equipment and transportation financing, Small Business
Administration loans, and asset-based lending.  With its Global
Headquarters in New York City and Corporate Offices in Livingston,
New Jersey, CIT has approximately 6,000 employees in locations
throughout North America, Europe, Latin and South America, and the
Pacific Rim.

                       About FLYi Inc.

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.


FUTURE PACKAGING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Future Packaging, Inc.
        1500 Duane Avenue
        Santa Clara, California 95050

Bankruptcy Case No.: 05-59451

Type of Business: The Debtor is a full service packaging and
                  crating company that specializes in packing
                  high technology equipment and heavy machinery
                  for shipping domestically or internationally.
                  See http://www.futurepackaging.com/

Chapter 11 Petition Date: November 7, 2005

Court: Northern District of California (San Jose)

Debtor's Counsel: Sidney C. Flores, Esq.
                  Law Offices of Flores and Barrios
                  97 East SaintJames Street, Suite 102
                  San Jose, California 95112
                  Tel: (408) 292-3400

Total Assets:         $0

Total Debts:  $2,313,938

Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Rufino & Frances Vega            Trade debt          $1,000,000
17950 Cochrane Road
Morgan Hill, CA 95137

BFI Finance                      Trade debt            $223,046
1655 The Alameda
San Jose, CA 95136

Central Forest                   Trade debt            $145,891
P.O. Box 78354
Milwaukee, WI 53278

State Compensation               Trade debt            $139,000
Insurance Fund
6203 San Ignacio Avenue
San Jose, CA 95119

Prologis                         Trade debt            $130,000
P.O. Box 843778
Dallas, TX 95284

Larry Vega                       Trade debt            $120,000
17950 Cochrane Road
Morgan Hill, CA 95137

John Michael O'Connor            Trade debt            $111,524
160 West Santa Clara Street
12th Floor
San Jose, CA 95113

Melvin Sosnick Company           Trade debt             $88,000
c/o Nancy J. Johnson
Ten Almaden Boulevard, 11th Floor
San Jose, CA 95113

Engineered Packaging             Trade debt             $80,000
c/o Thelen Reid & Priest
225 West Santa Clara Street
Suite 120
San Jose, CA 95113

Parr Lumber                      Trade debt             $68,717
P.O. Box 989
Chino, CA 91708

Health Net                       Trade debt             $24,000
22850 Crenshaw Boulevard
Suite 206
Torrance, CA 90505

International Forest Products    Trade debt             $17,562
P.O. Box 9039
Fresno, CA 93790

American Building Services       Trade debt             $17,114
P.O. Box 32
San Leandro, CA 94577

TJ Forest Products               Trade debt             $17,000
104 3rd Street
Nampa, ID 83651

Western Foam                     Trade debt             $15,575
P.O. Box 60000
San Francisco, CA 94160

C. Young & Company               Trade debt             $15,537
P.O. Box 1629
Round Rock, TX 78680

Blue Cross Of California         Trade debt             $14,474
Fille 2953
P.O. Box 60000
San Francisco, CA 94160

At Road                          Trade debt             $14,200
520 S. El Camino Real, Suite 318
San Mateo, CA 94402

San Antonio Foam Fabricators     Trade debt             $14,000
13715 Topper Circle
San Antonio, TX 78233

Kaiser Foundation                Trade debt             $13,000
P.O. Box 60707
Los Angeles, CA 90060


GARDEN STATE: Hires Kern Augustine as Special Healthcare Counsel
----------------------------------------------------------------
Garden State MRI Corporation sought and obtained permission from
the U.S. Bankruptcy Court for the District of New Jersey to employ
Kern Augustine Conroy & Schoppmann, P.C., as its special counsel.

Kern Augustine will represent the Debtor in healthcare and
interrelated business law services, and pending State Court
litigation matters.

The Debtor chose Kern Augustine because the Firm has been
representing physicians and other healthcare professionals for
over 25 years.

The Debtor discloses it paid Kern Augustine a $15,000 retainer.
The Firm's professionals bill at:

     Designation         Hourly Rate
     -----------         -----------
     Principals             $400
     Counsel                $350
     Associates             $240
     Paralegals              $80

In addition, Kern Augustine will bill work of the nature outside
of the bankruptcy case at $325 an hour.

Michael Schoppmann, Esq., at Kern Augustine, assured the Court of
his Firm's disinterestedness as that term is defined in Section
101(14) of the Bankruptcy Code.

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.


GE CAPITAL: S&P Upgrades Ratings on Four Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes of commercial mortgage pass-through certificates from GE
Capital Commercial Mortgage Corp.'s series 2002-2.  Concurrently,
the ratings on five other classes from the same transaction are
Affirmed.

The raised and affirmed ratings reflect increased credit
enhancement levels that support the ratings through various stress
scenarios.

As of Oct. 11, 2005, the trust collateral consisted of 111 loans
with an aggregate outstanding principal balance of $939.4 million,
down from $971.8 million at issuance.  The master servicer,
Wachovia Bank N.A. provided interim and year-end 2004 financial
data for 97.5% of the pool.  Based on this information, Standard &
Poor's calculated a weighted average net cash flow debt service
coverage of 1.25x, down from 1.32x at issuance.  The
current DSC figure excludes four defeased loans totaling $34.5
million.  The trust has incurred no losses to date.

The top 10 exposures in the pool, excluding defeased loans, have
an aggregate outstanding balance of $297.3 million and a weighted
average DSC of 1.09x, down from 1.32x at issuance.  The
fifth-largest exposure, the Colorado Springs portfolio, consists
of seven loans that are cross-collateralized and cross-defaulted,
all of which are on the servicer's watchlist.  The third-,
seventh-, and ninth-largest exposures are also on the servicer's
watchlist.  As part of its surveillance review, Standard & Poor's
reviewed recent property inspections, provided by Wachovia, for
the top 10 exposures.  All of these properties were characterized
as "excellent" or "good," except for three properties in the
Colorado Springs portfolio loan, which were characterized as
"fair."

There are two assets that are with the special servicer, Lennar
Partners Inc.  One of the assets, Red Tail Canyon Apartments, is
90-plus days delinquent and has a current balance of
$11.8 million.  This loan is secured by a 100-unit multifamily
property in Portland, Oregon.  The collateral for this loan is
made up of class A town homes located in an upscale neighborhood.
The loan reported a 2004 DSC of 0.82x and a 2003 DSC of 0.53x.
LNR has initiated foreclosure on the property, which was recently
appraised for an amount greater than the loan balance.  Losses
upon the actual liquidation of this asset are not expected to be
significant.

The other specially serviced asset is in El Paso, Texas, and is
secured by a 248-unit multifamily property with an outstanding
balance of $2.7 million.  This loan was transferred to the special
servicer in September 2005 after the borrower requested debt
relief.  The borrower has been given until the end of 2005 to pay
off the loan, but limited information is currently available
because of the recent transfer.

There are 25 loans with an outstanding balance of $205.2 million
on Wachovia's watchlist, including four of the top 10 exposures.
The third-largest exposure has an outstanding balance of
$37.5 million and is secured by 676-unit multifamily property
located in Mesa, Arizona.  This loan is on the watchlist as it
reported a 2004 DSC of 1.01x, down from 1.29x at issuance.

The fifth-largest exposure, the Colorado Springs portfolio,
reported a 2004 DSC of 0.13x.  Class C multifamily properties
located throughout Colorado Springs, Colorado secure this loan.
All of the underlying loans that make up this portfolio are on the
watchlist due to low DSC.  The seventh-largest loan has an
outstanding balance of $24.3 million and is secured by a
141,000-sq.-ft. office building in Baltimore, Maryland.  This loan
reported a 2004 DSC of 1.04x and appears on the watchlist due to
occupancy of 57%, down from 88% at issuance, and low DSC.  The
ninth-largest loan is secured by a 762-unit multifamily property
in Glendale, Arizona.  This loan has an outstanding balance of $21
million and reported a 2004 DSC of 0.87x.  It appears on the
watchlist due to low DSC.

Additionally, three other loans also on the watchlist are secured
by properties in Louisiana that are in the region affected by
Hurricane Katrina.  Standard & Poor's has been informed that none
of the properties securing these loans sustained any material
damages due to the hurricane.  Most of the remaining loans on the
watchlist have occupancy or DSC issues.

Standard & Poor's stressed the loan with the special servicer, the
loans on the watchlist, and the other loans with credit issues, as
part of its analysis.  The resultant credit enhancement levels
support the raised and affirmed ratings.

                           Ratings Raised

                  GE Capital Commercial Mortgage Corp.
           Commercial Mortgage Pass-through Certs Series 2002-2


                         Rating
              Class   To        From     Credit Enhancement
              -----   --        ----     ------------------
              B       AAA       AA+                  19.91%
              C       AAA       AA                   18.62%
              D       AA+       A                    15.26%
              E       AA        A-                   13.06%
              F       A+        BBB+                 12.02%
              G       A         BBB                  10.86%
              H       BBB+      BBB-                  9.44%
              J       BBB       BB+                   7.37%
              K       BB+       BB                    5.43%
              L       BB        BB-                   4.65%
              M       BB-       B+                    4.14%

                             Ratings Affirmed

                     GE Capital Commercial Mortgage Corp.
             Commercial Mortgage Pass-through Certs Series 2002-2

                    Class    Rating      Credit Enhancement
                    -----    ------      ------------------
                     A-1      AAA        23.66%
                     A-2      AAA        23.66%
                     A-3      AAA        23.66%
                     X-1      AAA        N/A
                     X-2      AAA        N/A

                              N/A-not applicable.


GREGORY HILL: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gregory Otis Hill
        dba Tax Planning and Preparation
        dba PCTB Operating
        dba PCTB Operating
        dba Panhandle Management
        14 Meadowbrook Drive
        Borger, Texas 79007

Bankruptcy Case No.: 05-21972

Type of Business: The Debtor is a stockholder of
                  Dyne Oil and Gas, Inc.

Chapter 11 Petition Date: November 4, 2005

Court: Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: R. Byrn Bass, Jr., Esq.
                  Bass, Fargason, Booth, St. Clair & Richards, LLP
                  P.O. Box 5950
                  Lubbock, Texas 79408-5950
                  Tel: (806) 744-1100

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
James Calder                     Personal Loan          $27,700
703 Skyline
Borger, TX 79007

Gary and Fannie Rine             Personal Loan          $11,000
712 Mississippi
Borger, TX 79007

Chase Visa (AKC)                 Various charges        $10,411
P.O. Box 94014
Palatine, IL 60094-4014

Beneficial                       Various charges        $10,189
201 F Westgate Parkway
Amarillo, TX 79121

MBNA America                     Various charges         $9,688
P.O. Box 15102
Wilmington, DE 19886-5102

Steve and Terrie Gressett        Personal Loan           $7,500
8601 E. 109th Place South
Tulsa, OK 74133

MBNA America                                             $5,255
P.O. Box 15137
Wilmington, DE 19986-5137

Chase Visa (Sony)                Various charges         $3,749
P.O. Box 15298                   over the past
Wilmington, DE 19850-5298        several years

Pantex FCU Mastercard            Various charges         $3,620
P.O. Box 672051
Dallas, TX 75267-2051

Citi Cards (Phillips)            Various charges         $3,545
P.O. Box 6407
The Lakes, NV 88901-6407

Panhandle Sports Medicine                                  $493
Institute
7000 West 9th Street
Amarillo, TX 791061709

Amarillo Diagnostic Clinic                                 $213
P.O. Box 15328
Amarillo, TX 79105

Hansford County Appraisal                                  $131
District
709 West 7th
Spearman, TX 79081

Hutchinson County Tax Assessor                              $90
P.O. Box 989
Stinnett, TX 79083

Dyne Oil and Gas, Inc.                                  Unknown
c/o John Thomas Boyd, Jr.
Lynch, Hanna and Boyd, PLLC
500 South Taylor, Lobby Box 267
Amarillo, TX 791012442

Estate of William R. Sutton                             Unknown
JD Pavillard
Edward Lancaster and Audey
Allison
c/o Charles G. White
505 South Taylor, Suite 505
LB201
Amarillo, TX 79101

Estate of William R. Sutton                             Unknown
JD Pavillard
Edward Lancaster and Audey
Allison
c/o Danny Needaham
P.O. Box 31656
Amarillo, TX 79120-1656

Robert H. Windell                                       Unknown
c/o Danny Needham
P.O. Box 31656
Amarillo, TX 79120-1656


GTC TELECOM: Restates FY 2004 and 2005 Financial Statements
-----------------------------------------------------------
GTC Telecom Corp. filed amended financial statements for the
fiscal years ended June 30, 2004, and 2005, the interim quarters
ended Sept. 30, 2004, Dec. 31, 2004, and March 31, 2005, with the
Securities and Exchange Commission on Nov. 1, 2005.

GTC Telecom's management says the previously submitted financial
statements contained mathematical errors.  In preparing its
financial statements for the quarter ended Sept. 30, 2005, the
Company discovered that an error in the consolidation process
relating to the financial statements of its foreign subsidiary,
Perfexa Solutions Private Limited.  The error resulted in the
elimination of certain of Perfexa's expenses.  This resulted in an
incorrect reduction in the Company's consolidated Selling, General
& Administrative expenses, and a corresponding decrease in its
Loss from Operations and Net Loss for the affected periods.

Accordingly, the statement of operations for years ended June 30,
2005, and 2004 have been retroactively adjusted by approximately
$1,436,000 and $1,178,000.

               Revised Fiscal Year 2005 Results

GTC Telecom's net income increased $5,409,662 to $3,679,674 for
the year ended June 30, 2005, from a net loss of $1,729,988 for
the year ended June 30, 2004, primarily as a result of a gain on
extinguishment of debt.

Assets increased by $46,663 to $1,631,149 at June 30, 2005, from
$1,584,486 at June 30, 2004.  The increase was due to net
increases in accounts receivables of $155,771, and prepaid
expenses of $12,905, net of decreases in deposits of $36,765,
property and equipment of $12,174; cash of $73,072, and other
assets of $2.

Liabilities decreased by $5,409,098 to $3,928,571 at June 30,
2005, from $9,337,669 at June 30, 2004.  The decrease is
attributed to decreases in notes payable of $4,508,050, and
accounts payable and accrued expenses of $910,513, primarily as a
result of the Company's settlement with MCI, and obligations under
capital lease of $13,398 primarily due to purchase of equipment.

                     Notes Restructuring

Recently, the Company restructured approximately $7.7 million in
accrued liabilities consisting of notes payable, accrued interest
and other outstanding accounts payable, into new short and long
term debt that resulted in the elimination of approximately $6.9
million in accrued liabilities.

Consequently, beginning in September 2005, GTC will be required to
begin making monthly principal and interest payments on these new
obligations.

                    Going Concern Doubt

Squar, Milner, Reehl & Williamson, LLP, expressed substantial
doubt about GTC Telecom's ability to continue as a going concern
after it audited the Company's financial statements for the years
ended June 30, 2005, and 2004.  The auditing firm pointed to the
Company's:

    -- recurring losses;

    -- approximately $1.7 million in negative working capital;

    -- $13.3 million accumulated deficit; and

    -- approximately $2.3 million stockholder's deficit at
       June 30, 2005

                    About GTC Telecom

GTC Telecom (OTCBB: GTCC) -- http://www.gtctelecom.com/-- is a
national communications provider offering telecommunication
services such as local and long distance telephone services,
Internet related services, and business process outsourcing
services.  The Company has focused on selling telecommunications
products, including GTC Telecom Long Distance, GTC Internet, GTC
Teleconferencing, Calling Planet and ecallingcards.com pre-paid
calling cards.


HAPPY KIDS: Wants to Sell Certain Assets to Wear Me for $23 Mil.
----------------------------------------------------------------
Happy Kids Inc. and its affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to:

   a) approve the sale of their right, title and interest in
      certain assets free and clear of all liens, claims,
      interests and encumbrances to a Successful Bidder pursuant
      to Section 363 of the Bankruptcy Code; and

   b) approve the assumption and assignment of certain executory
      contracts and liabilities under the asset sale.

The Court approved the Bidding Procedures and the Break-Up Fee and
Expense Reimbursement arrangements in connection with the proposed
sale transaction on Oct. 20, 2005.

The Debtors want to sell their right, title and interest in
certain assets to Wear Me Apparel Corp., the stalking horse
bidder, for $23 million, subject to higher and better offers.

The assets offered for sale include:

  1) all title, right and license granted to the Debtors by:

     a) Calvin Klein Jeanswear Company and CKJ Holdings Inc.,
        pursuant to a Sublicense Agreement dated as of
        June 18, 2003,

     b) Calvin Klein Jeanswear Company and CKJ Holdings Inc., as
        Licensor, and Warnaco Inc., as Underwear Licensor,
        pursuant to an Agreement dated as of June 13, 2003,

     c) Phillips-Van Heusen Corporation, pursuant to a Specified
        Children's Wear License Agreement and a Children's
        Outerwear License Agreement, each dated as of Oct. 20,
        2003, and

     d) the Basketball Marketing Company, Inc., d/b/a AND 1,
        pursuant to a an Amended and Restated Trademark
        License Agreement dated as of June 11, 1999;

  2) all tradenames owned or used by any of the Debtors, including
     Happy Kids' private label and the business conducted by the
     Debtors in connection with those tradenames;

  3) all of the Debtors' right, title, benefit and interest in the
     inventory, work in process, open purchase orders and the
     assumption of all outstanding letter of credit obligations
     related to that work in process and open purchase orders,
     patterns, samples and designs related to the Trademark
     License Agreement and the Tradenames owned or used by the
     Debtors at the time of the closing of the Sale Transaction;

  4) all sales orders, rights to payment, vendor discounts,
     credits and rebates owned, used by the Debtors at the time of
     closing of the Sale Transaction; and

  5) cash equal to approximately $1,400,000, which represents the
     value of employee receivables related to split-dollar life
     insurance policies held by the named insureds, and all
     deposits, cash and petty cash held by the Debtors at the time
     of closing of the Sale Transaction.

Pursuant to the Court-approved Bidding Procedures, if a party
other than Wear Me is the successful bidder at an auction, the
Debtors will pay Wear Me a Break-Up Fee of $1 million and Expense
Reimbursement expenses of up to $200,000.

A full-text copy of the Court-approved Bidding Procedures is
available for free at:

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

The auction for the Debtors' assets is scheduled for Nov. 17,
2005.  The Court will convene a final sale hearing at 10:00 a.m.,
on Nov. 18, 2005.

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


HIGHLANDERS ALLOYS: U.S. Trustee Wants Case Converted to Chapter 7
------------------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, asks the
U.S. Bankruptcy Court for the Southern District of West Virginia
to convert the chapter 11 case filed by Highlanders Alloys, LLC,
to a chapter 7 liquidation proceeding.

Mr. McDow notes that Highlanders is a non-operational entity and
owns real and personal property that is leased to Global
Industrial Projects, LLC, a debtor-affiliate that operates an
alloy facility in Letart, West Virginia.

Global Industrial shut down all operations prior to filing for
bankruptcy but in mid-August of 2005, Global Industrial restarted
operations and rehired a labor force to begin production.  Mr.
McDow believes that Global obtained funding to begin operations
from its President, Boris Bannai.  Mr. Bannai has made
contributions to Global of over $633,732 since the filing of its
bankruptcy.

Based on Mr. McDow's information and belief, Global Industrial
began operations in August 2005 with one operational furnace and
was attempting to obtain funding to make necessary repairs to an
additional furnace.  Global Industrial has not filed an operating
report for September 2005 but its August 2005 report reflects a
year to date net operating loss of $425,871.

According to Mr. McDow, Global's operational furnace has recently
been severely damaged and can no longer be used.  Neither
Highlanders Alloys nor Global Industrial has enough money to make
the necessary repairs.  As a result, Global was forced to
terminate its labor force.

Additionally, there is a pending adversary proceeding, Case No.
05-AP-03013, which involves issues of ownership of the Debtors and
allegations of misconduct by Mr. Bannai.  Mr. Bannai has failed to
appear for several scheduled depositions, and a motion for
contempt has been filed and is scheduled for hearing before the
Bankruptcy Court on Nov. 10, 2005.

Mr. McDow concludes that the continuing loss of Highlanders'
estate, the absence of a reasonable likelihood of rehabilitation
and the allegations on misconduct on Mr. Bannai's part constitute
grounds to convert Highlanders' chapter 11 case to a chapter 7
liquidating proceeding pursuant to 11 U.S.C. Section 1112.

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.


INDUSTRIAL ENTERPRISES: Secures $5 Million Credit Facility
----------------------------------------------------------
Industrial Enterprises of America, Inc. (OTCBB: ILNP) reported
that the Company has secured a $5,000,000 credit facility for its
subsidiaries, EMC Packaging and Unifide Industries, from
Mercantile Business Credit, L.P. of Ardmore, PA.  This secured
asset based credit facility replaces the Company's existing credit
line and doubles ILNP borrowing capacity, providing additional
working capital for expanding operations.

John Mazzuto, Chief Executive Officer of Industrial Enterprises of
America, stated, "This transaction provides the company with
ongoing access to long-term liquidity and improves our financial
flexibility and ability to support expansion.  Importantly, this
will reduce our borrowing costs and allow ILNP to accelerate its
growth by increasing our inventory levels to support higher
demand.

"Our much improved financial performance has put us in position to
enter into this credit facility and we appreciate Mercantile
Business Credit's support and expertise in structuring financial
solutions.  We have taken drastic steps to strengthen our balance
sheet and improve operating efficiencies.  The Company is
increasing manufacturing capacity to meet increasing customer
demand, consolidating operations to improve efficiency and gross
profit margins and now possesses the financial capability to
support further growth," continued Mr. Mazzuto.

Headquartered in New York, New York, Industrial Enterprises of
America, Inc. -- http://www.TheOtherGas.com/-- is a holding
Company with three operating subsidiaries, EMC Packaging, Unifide
Industries and Todays Way Manufacturing, LLC.  EMC Packaging is
one of the largest worldwide providers of refrigerant gases,
specializing in converting hydroflurocarbon gases into branded and
private label refrigerant and propellant products as well as
packaging of "gas dusters" used in a variety of industries.
Unifide Industries markets and sells specialty automotive products
under proprietary trade names and private labels, and Todays Way
Manufacturing manufactures and packages the products sold by
Unifide Industries.

                             *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2005,
Beckstead and Watts, LLP, expressed substantial doubt about
Industrial Enterprises of America, Inc.'s ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal year ended June 30, 2005.  The auditors issued the
opinion because "the Company has had limited operations and [has]
not commenced planned principal operations."


INTERNATIONAL BUSINESS: Case Summary & Largest Unsec. Creditor
--------------------------------------------------------------
Debtor: International Business Properties
        1089 Santa Anita Avenue
        South El Monte, California 91733

Bankruptcy Case No.: 05-50056

Type of Business: The Debtor is a partnership for real estate
                  investment.  The Debtor previously filed for
                  chapter 11 protection on Feb. 1995 (Bankr. C.D.
                  Calif. Case No. 95-12906), Feb. 1999 (Bankr.
                  C.D. Calif. Case No. 99-14712), March 2000
                  (Bankr. C.D. Calif. Case No. 00-18194),
                  March 2001 (Bankr. C.D. Calif. Case No.
                  01-33707), March 2002 (Bankr. C.D. Calif.
                  Case No. 02-16945), & March 2003 (Bankr. C.D.
                  Calif. Case No. 03-17093).  All these petitions
                  were dismissed.

Chapter 11 Petition Date: November 4, 2005

Court: Central District Of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Arthur G. Lawrence, Esq.
                  Law Office of Arthur G. Lawrence
                  1089 Santa Anita Avenue
                  South El Monte, California 90733
                  Tel: (310) 228-8528

Total Assets: $4,508,000

Total Debts:    $140,000

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
William H. Brownstein            Old legal bills        $35,000
12424 Wilshire Boulevard
Suite 1120
Los Angeles, CA 90025


INTERSTATE BAKERIES: Selling Fairfax Property for $3.4 Million
--------------------------------------------------------------
Before filing for bankruptcy, Interstate Bakeries Corporation and
its debtor-affiliates owned numerous parcels of commercial real
estate around the United States.  The Debtors continued to
evaluate all owned and leased real estate as part of their efforts
to maximize the value of their businesses and assets.

As part of restructuring, the Debtors have initiated a systematic
review of opportunities to cut costs and dispose of surplus
assets.  Consequently, the Debtors have determined that their
1.48-acre property at 8522 Lee Highway in Fairfax, Virginia, is
no longer useful in their business operations and thus considered
surplus real estate that needs to be disposed of or sold.

The Debtors utilized the services of a joint venture composed of
Hilco Industrial, LLC, and Hilco Real Estate, LLC, in connection
with the sale and marketing of the Fairfax Property.

After exploring several alternatives and significant marketing
efforts by the Debtors and Hilco, the Debtors have decided to
sell the Property to Christos S. Sarantis, an individual residing
in the state of Virginia, for $3,350,000, free and clear of all
liens, claims and encumbrances and subject to higher and better
offers.

Mr. Sarantis has deposited $335,000 in escrow.

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

The Debtors have agreed to provide Bid Protections to Mr.
Sarantis in the form of a termination fee equal to $67,000 or 2%
of the Purchase Price.  The Debtors will also pay reasonable and
documented expense reimbursement of up to $25,000 to Mr.
Sarantis.

                      Fairfax County Responds

The Department of Tax Administration of Fairfax County, in
Virginia, consents to the sale of the Fairfax Property so long
as:

    (1) the County's first priority lien interest, as provided by
        Virginia law, will be satisfied from the proceeds of the
        sale in the total amount of $12,065; or

    (2) in the alternative, the Debtors' property be sold subject
        to the County's lien rights and other rights under
        applicable Virginia laws.

Nancy F. Loftus, Esq., the assistant county attorney for Fairfax
County, informs Judge Venters that since the Petition Date, the
Debtors have incurred liabilities to the County for 2004 and 2005
Business Personal Property taxes totaling $1,791, as specifically
assessed against all tangible personal property owned by the
Debtors at 8522 Lee Highway, within the County, as of January 1,
2004, and January 1, 2005.

In addition, Fairfax County has assessed 2005 real estate taxes
against the Fairfax Property totaling $20,528.  The first
installment of these taxes has been paid but a $10,274 balance is
due.  This, according to Ms. Loftus, constitutes a first priority
lien, which must be paid from the sale proceeds.

Ms. Loftus asserts that under Virginia law:

    (i) Fairfax County has a lien interest for both 2005 real
        estate taxes and the 2004 and 2005 BPP taxes

   (ii) Fairfax County's lien interest is superior to the interest
        of any other party; and

   (ii) the Debtors have failed to satisfy any of the five
        criteria of Section 363(f) of the Bankruptcy Code with
        respect to the County's interest.

Thus, Fairfax County contends, the delinquent 2004 and 2005 BPP
taxes must either be paid as a first priority from the sale
proceeds or, in the alternative, the County's rights of seizure,
as provided by Virginia Law, should be preserved even after the
sale.  The 2005 real estate taxes must be paid immediately from
the sale proceeds, Ms. Loftus says.

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)


JOYCE WILLIAMS: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Joyce A. Williams
        1093 A1A Beach Boulevard, Suite 153
        Saint Augustine, Florida 32080

Bankruptcy Case No.: 05-15675

Chapter 11 Petition Date: November 7, 2005

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Albert H. Mickler, Esq.
                  Mickler & Mickler
                  5452 Arlington Expressway
                  Jacksonville, Florida 32211
                  Tel: (904) 725-0822

Total Assets: $2,652,763

Total Debts:  $2,454,139

Debtors' 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Equity Ventures of Clay          Mortgage on         $2,200,000
County, Inc.                     property in Green
c/o William S. Graesle, Esq.     Cove Springs,
219 Newnan Street, 4th Floor     Florida
Jacksonville, FL 32202

PBC Supply, Inc.                 suit on open          $236,000
c/oWilliam S. Graessle, Esq.     account
219 Newman Street, 4th Floor
Jacksonville, FL 32202

Citibank                         Credit Card            $10,035
c/o NCO Financial Systems
P.O. Box 41448
Philadelphia, PA 19101

U.S. Department of Education     Student Loan            $3,400
Direct Loan Servicing Center
P.O. Box 7202
Utica, NY 13504-7202

Clay County Tax Collector        Intangible taxes        $2,000
P.O. Box 218                     due on corporate
Green Cove Springs, FL 32043     owned property

Internal Revenue Service         Income Tax 2003           $991
Special Proc. Staff Stop 5720
400 W. Bay Street, Suite 35045
Jacksonville, FL 32202

Capital One                      Credit Card               $644
P.O. Box 85167                   Purchases
Richmond, VA 23285

Shell/Citibank SD                Credit Card               $400
P.O. Box 183018
Columbus, OH 43218-3018

Household Credit Services        Credit Card               $375
P.O. Box 5222
Carol Stream, IL 60197-5222

BankOne/Chase                    Credit Card               $170
P O Box 14153
Wilmington, DE 19886-5153

Capital One                      Credit Card                $85
P.O. Box 85167
Richmond, VA 23285

Capital One                      Credit Card                $39
P.O. Box 85167
Richmond, VA 23285

K.C.Cross                        Suit for specific      Unknown
c/o Terroll J. Anderson Esq.     performance
3010 South Third Street
Jacksonville Beach, FL 32250


KAISER ALUMINUM: Wants Court to Strike Insurers' Claims Objections
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
October 5, 2005, certain insurers asked Judge Fitzgerald to
disallow 100 proofs of claim filed by Baron & Budd, P.C., Provost
Umphrey Law Firm, LLP, and Russell L. Cook, Jr., on behalf of
claimants asserting damages due to silica exposure-related
personal injury.

Christopher P. Simon, Esq., at Cross & Simon, LLC, in Wilmington,
Delaware, tells the Bankruptcy Court that a recent order from
Judge Janis Graham Jack of the U.S. District Court for the
Southern District of Texas punctuated the increasingly skeptical
view of courts toward mass silica-related claims.  Judge Jack
presided over the multi-district litigation proceedings related to
purported exposure to silica, In re Silica Prod. Liab. Litig.,
MDL, Docket 1553, slip op. at 1 (S.D. Tex.).  Judge Jack addressed
over 10,000 silicosis claims against 250 corporate defendants.

Judge Jack concluded that there is no silicosis epidemic, but an
epidemic of plaintiffs' lawyers, "medical screening" companies,
and complicit doctors driving spurious silicosis claims on a
massive scale.  Judge Jack reached that conclusion after a close
examination of the processes by which plaintiff law firms and
doctors joined together to find and manufacture thousands of
silicosis plaintiffs.

The Insurers include:

   * AIU Insurance Company;
   * Columbia Casualty Insurance Company;
   * Continental Insurance Company;
   * Employers Mutual Casualty Company;
   * Federal Insurance Company;
   * Granite State Insurance Company;
   * Harbor Insurance Company;
   * Hartford Accident and Indemnity Company;
   * Hudson Insurance Company;
   * Insurance Company of the State of Pennsylvania;
   * Landmark Insurance Company;
   * Lexington Insurance Company;
   * National Union Fire Insurance Company of Pittsburgh,
     Pennsylvania;
   * New Hampshire Insurance Company;
   * Republic Indemnity Company;
   * St. Paul Surplus Lines Insurance Company; and
   * Transcontinental Insurance Company.

Republic Indemnity Company and Transport Insurance Company,
formerly known as Transport Indemnity Company, support the
Insurers' Objection.

                             Responses

(a) Baron & Budd Claimants

Allan B. Rich, Esq., at Baron & Budd, P.C., in Dallas, Texas,
notes that the Insurers alleged two defects to the Silica
Claimants' proofs of claim:

    1. That supposedly, a proof of claim of a silica personal
       injury claimant must be "supported" by "documentation;" and

    2. That the Silica Claimants' claims are, allegedly,
       "unenforceable."

Mr. Rich argues that the entire premise of the Insurers'
Objection is flawed because the Silica Claimants are not required
by the Bankruptcy Rules nor any other rule, statute or legal
theory, to attach supporting documentation to a proof of claim
form for a personal injury.

Nevertheless, Mr. Rich says the Silica Claimants will provide
documentary and testimonial proof of the substance of their
claims.

Mr. Rich further asserts that the Forms 10 filed by the Silica
Claimants are valid and in the proper format.  The Insurers have
placed no admissible evidence before the Court on the Silica
Claimants' claims based on which the Court could do anything at
all on those claims' merits.

Contrary to their statement, Mr. Rich says the Insurers are asking
the Court to adjudicate a trial of the Silica Personal Injury
Claims on the merits based solely on a legally unsound view of
what format a personal injury proof of claim must have.

As to the unenforceability of the claims, Mr. Rich says that the
Silica Claimants are not, as a matter of law, presently under any
compulsion to establish the estate's liability in response to an
Objection.  At most, the filing of the Objection and the Response
join issues, create contested matters, and begin a litigation-
based process for resolution of the claims.  Those contested
matters, however, have to be adjudicated by the U.S. District
Court for the District of Delaware.

In sum, the Objection is both procedurally and substantively
improper and must be denied altogether, Mr. Rich contends.  If not
denied altogether, it must be assigned to the District Court for
further proceedings as contested matters.

(b) Future Silica and CTPV Claimants' Representative

Daniel K. Hogan, Esq., in Wilmington, Delaware, contends that the
Insurers lack standing to seek disallowance of the Silica Claims.
The Insurers must show that they will suffer an injury if the
Silica Claims are channeled to the trust established for
processing and evaluation of the claims.

The Insurers have not and cannot show any of that injury, Mr.
Hogan points out.  "They are not creditors in Kaiser Aluminum
Corporation and its debtor-affiliates' bankruptcy; they are not
required to contribute to the bankruptcy estate; and under the
Debtors' proposed plan of reorganization the Silica PI Trust will
obtain no greater rights against the insurers than those currently
possessed by the Debtors."

Because the Insurers will not suffer any injury by the channeling
of the Silica Claims to the Silica PI Trust, the Insurers lack
standing to raise the Objection.

Furthermore, the Objection asks the Court to exceed its subject
matter jurisdiction, Mr. Hogan points out.  The Insurers
erroneously suggest that the Bankruptcy Court should disallow the
Silica Claims, based on conclusory allegations regarding the
reliability of evidence supporting silica claims.

The Bankruptcy Court does not have subject matter jurisdiction to
evaluate the reliability and sufficiency of the evidence
supporting the personal injury Silica Claims, Mr. Hogan asserts.
The U.S. Congress has placed those factual issues outside the
scope of the Bankruptcy Court's subject matter jurisdiction with
regard to personal injury and wrongful death claims.

Moreover, any evaluation by the Bankruptcy Court of the
sufficiency and reliability of the evidence supporting the Silica
Claims is unnecessary, Mr. Hogan says.  "It was never contemplated
that [the Bankruptcy Court] should process and analyze the
thousands of pages of evidentiary documentation supporting the
Silica Claims.  Such an endeavor would bring the Debtors'
bankruptcy to a standstill and see [the Bankruptcy Court]
litigating the minutia of silica claims for the next decade.
Instead, the task of collecting and evaluating the evidence
supporting the Silica Claims has been reserved for the Silica PI
Trust."

Mr. Hogan asserts that the Court should not grant the Objecting
Insurers an exception to Delaware Bankruptcy Local Rule 3007-1
when the underlying claim objection has not been properly raised.

To allow the Objecting Insurers to object to all of the Silica
Claims by means of a single objection would impose on the
Bankruptcy Court the burden of evaluating almost 4,000 claims at
one time completely negating the purpose of Rule 3007-1, Mr. Hogan
maintains.  Moreover, the insurers will have the right to object
to the silica claims either in the course of the coverage
litigation or when these claims are presented for payment to the
insurers by the Silica PI Trust.

An orderly process is needed to assure that each Silica Claim is
fairly addressed, and the proposed trust provides for that
process, Mr. Hogan points out.  "With such a process contemplated
by the Plan, the Objecting Insurers' present wholesale attack on
the Silica Claims is inappropriate."

(c) Debtors

The Debtors ask Judge Fitzgerald to strike the Insurers'
Objection on the grounds that the Insurers lack standing to
object to the Silica Claims and the Insurers' proposed objections
to the claims constitute a collateral attack on the Plan.

According to Kimberly D. Newmarch, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware, the Insurers do not qualify as
parties-in-interest under Section 502(a) of the Bankruptcy Code
because they cannot establish that they possess a legal or
pecuniary interest that will be adversely affected if their
objection to the Silica Claims is stricken.  The temporary
allowance of the Silica Claims for voting purposes will not result
in any distributions to Silica Claimants, whose claims will
otherwise be liquidated pursuant to the Silica Distribution
Procedures.

Even if distributions were being made based on the allowance of
these claims, Ms. Newmarch points out that the Insurers are not
creditors of the Reorganizing Debtors' estates and thus
distributions to any of the Silica Claimants would not reduce any
distributions under the Plan to the Insurers.

Moreover, Ms. Newmarch notes that the insurance neutrality
provision in the Plan preserves the Insurers' rights and defenses
under the Debtors' insurance policies except for the right to:

    -- contest the transfer of the Debtors' rights under the
       insurance policies to the Funding Vehicle Trust; and

    -- the right to assert a defense based on the drafting,
       proposing, confirmation or consummation of the Plan,
       including the discharge or release of tort liabilities
       under the Plan.

Even assuming that the Insurers could establish that they are
parties-in-interest under the Bankruptcy Code, they would still
lack standing to object to the Silica Claims because they cannot
establish the minimum constitutional standing requirements
delineated by the Supreme Court:

    (a) Existence or threat of a concrete, actual or imminent
        injury in fact;

    (b) A causal connection between that injury and the conduct at
        issue; and

    (c) A substantial likelihood that the requested relief will
        remedy the injury in fact.

Ms. Newmarch emphasizes that the Debtors have not failed to
address the Silica Claims.  The Silica Distribution Procedures
provide for the proposed treatment and disposition of Silica
Claims in great detail.

"Given that the deadline to file Silica Claims against the
Debtors was January 31, 2003, almost three years ago, the
Insurers' apparent objective in filing [their] Objection is to
disrupt the Plan confirmation process," Ms. Newmarch points out.
"This is nothing other than a poorly-disguised objection to
confirmation that, if granted, would delay and likely derail
confirmation of the Plan," Ms. Newmarch asserts.

             Insurers Respond to Debtors' Strike Motion

The Objecting Insurers tell Judge Fitzgerald that the Debtors are
attempting to obscure the purpose of the Claim Objection and the
related request pursuant to the Local Rule 3007-1.

Amy Evans, Esq., at Cross & Simon, LLC, in Wilmington, Delaware,
contends that the Bankruptcy Code affords the Insurers standing to
object to the silica personal injury claims.  Under the Debtors'
Plan, the Insurers have a direct interest in the liquidation of
silica personal injury claims and therefore have standing to
object.

Ms. Evans notes that the Debtors' Plan entails:

    (1) the transfer of the Debtors' alleged rights in their
        insurance policies to the Funding Vehicle Trust; and

    (2) the establishment of a Silica PI Trust to, among other
        things, direct the processing, liquidation and payment
        of all Silica Personal Injury Claims in accordance with
        the Silica Distribution Procedures.

Accordingly, the Insurers have pecuniary interests in the
allowance of the Silica Personal Injury Claims pursuant to the
terms of the Plan, Ms. Evans insists.  Thus, to the extent that
the payment of claims -- including, as the Insurers have asserted,
claims that are without merit -- are being used by the Debtors to
implicate the Insurers' obligations under their policies, then the
Insurers have a direct interest in the disallowance of
unmeritorious claims.

Ms. Evans adds that through the Objection and the Local Rule
3007-1 Motion, the Insurers simply are exercising their rights, as
parties-in-interest, which are expressly provided under the
Bankruptcy Code.

The Debtors seemingly have washed their hands at their duty to
preserve the assets of their estates for the benefit of all
legitimate creditors -- presumably because the Debtors' estates
will be required to invest very little to satisfy payments on
account of any Silica Personal Injury Claims as compared to what
the Plan seeks to "receive" from the Insurers for payment of those
claims, Ms. Evans points out.

In their Motion to Strike, the Debtors assert that the timing of
the Objection and 3007-1 Motion is evidence to the Insurers'
"intent" to disrupt the plan confirmation process.  "However,
until the Debtors filed the Plan and the Disclosure Statement, the
Insurers could not have anticipated that the Debtors would abandon
their duty to object to proofs of claim that fail to satisfy the
Federal Rules of Bankruptcy Procedure," Ms. Evans says.

With the absence of any language, in either the Plan or the
Disclosure Statement, indicating that the Debtors would undertake
to disallow the Silica Personal Injury Claims which are wholly
without documentation and merit, the Insurers exercised their
rights under the Bankruptcy Code, as parties-in-interest, to
object to the Silica Personal Injury Claims.

The Insurers find themselves in a "no-win situation," Ms. Evans
informs the Court.  "If [the] Insurers had objected to the silica
personal injury claims prior to the Debtors' filing of their Plan,
then the Debtors would have challenged the Insurers' standing on
the grounds that a plan had not yet been filed."

If the Bankruptcy Court will sustain the Insurers' Objection and
grant their request under the Local Rule 3007-1, Ms. Evans points
out that the Bankruptcy Court will be disallowing 3,900 Silica
Personal Injury Claims, all which were filed by one law firm --
Provost Umphrey Law Firm, LLP.  "[The] Insurers are at a loss as
to how this result does not benefit every party in interest."

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


KITCHEN INC: Wants Claims Objection Deadline Stretched to June 30
-----------------------------------------------------------------
Kitchen Etc., Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to extend until June 30, 2006, the period
within which it can file objections to claims.

Joseph Myers, the Debtor's Plan Administrator, tells the Court
that he has commenced a review of the claims to be objected but
needs more time to complete his review to determine which claims
are appropriate for objection.

Furthermore, the Debtor and the Official Committee of Unsecured
Creditors are in the process of reviewing potential preferential
transfers and has begun the process of avoiding prepetition
preferential transfers.

Headquartered in Exeter, New Hampshire, Kitchen Etc., Inc. --
http://www.kitchenetc.com/-- was a multi-channel retailer of
household cooking and dining products.  Kitchen Etc. filed for
chapter 11 protection on June 8, 2004 (Bankr. Del. Case No. 04-
11701) and quickly retained DJM Asset Management to dispose of all
17 Kitchen Etc. stores throughout New England, New York, Delaware,
Pennsylvania, Maryland and Virginia.  Bradford J. Sandler, Esq.,
at Adelman Lavine Gold and Levin, PC, represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $32,276,000 in total assets and
$33,268,000 in total debts.


LIMELIGHT MEDIA: Restated Balance Sheet Shows $1.8 Mil. Deficit
---------------------------------------------------------------
Limelight Media Group, Inc., restated its previously reported
balance sheet as of June 30, 2005, and related statements of
stockholders' deficit and cash flows for the six months ended
June 30, 2005, due to errors determined during an audit of Impart
Transaction's, the Company's subsidiary, financial statements for
the quarter ended Dec. 31, 2004.

Restated, Limelight Media's total assets at June 30, 2005, were
$2,263,737 and total liabilities were $4,059,747 resulting in a
stockholders' deficit of $1,796,010.  The Company previously
reported a $266,545 stockholders' deficit.

The Company earned $26,792 of net income for the three months
ended June 30, 2005, compared to a $175,693 net loss for the same
period in 2004.

             Promissory Notes in Lieu of Shares

On Nov. 4, 2005, Limelight Media entered into an agreement with
certain of its stockholders pursuant to which the Company agreed
to issue those stockholders a promissory note in lieu of the
issuance of the additional shares of common stock required to be
issued under the terms of the Agreement and Plan of Merger, dated
as of June 30, 2005, between the Company, Impart, Inc., and
Limelight Merger II Corp.

Pursuant to the terms of the Merger Agreement, each stockholder
who owned shares of Impart as of June 30, 2005, is entitled to
receive additional shares of common stock following the
consummation of the transaction.  The aggregate number of shares
issuable was approximately 57.5 million shares.

The Letter Agreement provides that the principal amount of each
Promissory Note issued in lieu of shares will equal the number of
additional shares of common stock that the Impart Stockholder was
entitled to receive pursuant to the Merger Agreement multiplied by
$.08.

In connection with the Letter Agreement, Limelight Media issued
Promissory Notes to the Impart Stockholders in the aggregate
principal amount of $4.6 million.  The principal amount of the
Promissory Notes, together with interest thereon at a rate of 6%
per annum, is required to be paid on or before November 4, 2007.

                 Marlin Capital Acquisition

Limelight Media inked an Option Agreement with Marlin Capital
Partners II, LLC, on Oct. 28, 2005.  Pursuant to the terms of the
Option Agreement, the Company paid $100,000 in consideration of
an irrevocable and exclusive option to purchase the assets of MCP
used in its digital advertising services business.

Under the terms of the Option Agreement, the Company may exercise
the option to purchase the MCP Assets by delivering written notice
to MCP at any time prior to 5:00 pm on Jan. 16, 2006.  The
purchase price for the MCP Assets is $2 million.

                    Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 27, 2005,
Limelight Media has incurred a net loss of approximately $161,000
in the six months ended June 30, 2005.  The Company's current
liabilities exceed its current assets by approximately $2,128,000
as of June 30, 2005. The Company's net cash used from operating
activities approximated $35,000 during the six months ended
June 30, 2005.  These conditions give rise to substantial doubt
about the Company's ability to continue as a going concern.

L.L. Bradford & Company, LLC, also expressed substantial doubt
about the Company's ability to continue as a going concern when it
audited the Company's financial statements for the year ended
Dec. 31, 2004.

                      About Limelight Media

Headquartered in Seattle, Washington, Limelight Media Group, Inc.
(OTC Bulletin Board: LMMG) -- http://www.limelightmedia.com/and
http://www.impartinc.com/-- is a rapidly expanding digital
signage leader in the emerging out-of-home media sector, which is
beginning to take center stage with advertisers.  The company is
growing through a consolidation strategy that includes acquiring
the industries best and brightest talent and most advanced
solutions to create a broad, integrated one-stop communications
media company focused on digital signage and networked advertising
offerings for leading brands in industries such as retail,
grocery, banking, restaurants, hospitality, government and public
spaces, among others.  The company's digital media solutions
enable the simultaneous delivery of video content to a variety of
remote audiences in real time, allowing for immediate
customization of messages through a centralized network operations
center.


LOUISIANA HOUSING: Katrina Impact Cues S&P to Junk $7.5 Mil. Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Louisiana
Housing Finance Agency's -- New Orleans Towers project --
$7.5 million Section 8 assisted multifamily housing bonds series
1992A to 'CC' from 'BB-' and removed its rating from CreditWatch
with negative implications where it was placed on Sept. 8, 2005.
The outlook is stable.

The property securing the bond issue is located in the Gulf Coast
area, which was affected by Hurricane Katrina.

The 307-unit property is no longer occupied, and therefore no
longer entitled to receive housing assistance payments.  The
project owner is unsure when the property will be occupied because
there was water damage in approximately 65 of the units resulting
from leaking toilets subsequent to the evacuation of the property.

In addition, there was some minor damage resulting from wind,
flood, and looters.  Occupancy at the property has also been
hampered because some of the tenants require a high degree of
social services, which are still not available in the New Orleans
area.  Once the property regains occupancy the HAP will be
reinstated for those units that are occupied.

The October debt service was paid in full, however, the next
payment due in April 2006 will most likely require the trustee to
tap the debt service reserve fund unless sufficient funds become
available from business interruption insurance.


MARICOPA INDUSTRIAL: S&P Pares $13.9M Revenue Bond Rating to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Maricopa County Industrial Development Authority -- Carleton
Club Apartments, Arizona's $13.9 million multifamily housing
revenue bonds series 1998A to 'B+' from 'BB+'.  The outlook is
negative.

The downgrade reflects the continued decline in debt service
coverage to 0.97x maximum annual debt service on the bonds
according to June 2004 audited financial statement, and 0.98x
according to June 2005 unaudited financial statements; loan-to-
value greater than 100%; and low economic occupancy due to
concessions and overall market conditions.

The bonds were issued on behalf of the Carleton Club Apartments,
formerly known as Stanford Court Apartments, an affordable
multifamily housing development in Phoenix, Arizona.  According to
the audited financial statements for fiscal 2004, the performance
of the property declined significantly from the 2003 fiscal year.
Specifically, debt service coverage dropped to 0.97x MADS as of
fiscal 2004, down from 1.19x in fiscal 2003 and 1.52x in fiscal
2002.  Unaudited financial statements for 2005 show coverage of
0.98x, indicating that the property continues to suffer in terms
of cash flow.

Standard & Poor's calculated a rated loan-to-value ratio of 126.5%
for fiscal 2004 based on the application of a 9% capitalization
rate to net cash flow for that year, indicating very high
leverage.

Additionally, Standard & Poor's received notices from the trustee
indicating that the subordinate debt service reserve fund was
drawn on to make both the Jan. 1 and July 1, 2005, debt service
payments on the unrated series 1998B bonds, leaving a minimal
balance in the reserve.  While this does not directly affect the
rated bonds, it indicates the extent to which the cash flow has
been cut and signals significant overall credit concerns for the
rated debt.  The trustee has confirmed that the DSRF for the rated
bonds is fully funded and that it is not expected to be drawn upon
to make the January 2006 debt service payment.

The major cause of the cash flow shortfall is a drop in revenues.
The average rent has steadily decreased to $420 per unit per month
in fiscal 2005, down from $485 per unit per month in fiscal 2002.
The decline in average rent is due to higher vacancies and
concessions at the property, which are consistent with the Phoenix
market overall and with the Deer Valley submarket in which
Carleton Club is located.  The physical occupancy rate at the
property was 90% as of April 2005, according to the manager, but
the economic occupancy rate was 78%.

While Community Services of Arizona Inc., the owner of the
property and its management company, Bernard Allison, have been
proactive in improving leasing and collection rates, they are
operating in unfavorable market conditions that require a high
degree of concessions.  Reis reports that as of the second quarter
of 2005, vacancy was 7% in this submarket compared to 7.5% for
Phoenix overall, indicating that this property is underperforming
both.


MCI INC: 11 Officers Dispose of 54,466 Shares of MCI Common Stock
-----------------------------------------------------------------
In separate filings with the Securities and Exchange Commission on
October 24, 2005, 11 officers of MCI, Inc., disclose that they
recently sold or otherwise disposed of their shares of common
stock in the Company:

                                  No. of             Amount of
                                  Shares             Securities
Officer       Designation        Disposed   Price    Now Owned
--------      -----------        --------   -----    ----------

Blakely,      Executive VP         5,590    $19.83     255,215
Robert T.     and CFO

Briggs,       Pres.,               2,678    $19.83     159,689
Fred M.       Operations & Tech

Capellas,     Pres. And CEO       29,594    $19.83   1,020,208
Michael D.

Casaccia,     Executive VP,        2,531    $19.83     133,696
Daniel L.     Human Resources

Crane,        EVP of Strategy      2,679    $19.83     162,740
Jonathan C.   & Corp. Dev.

Crawford,     President -            566    $19.83      81,632
Daniel E.     Int'l. & Wholesale

Hackenson,    EVP, CIO               566    $19.83      79,970
Elizabeth

Higgins,      EVP of Ethics        1,850    $19.83     122,628
Nancy M.      & Bus. Conduct

Huyard,       Pres., US Sales      3,486    $19.83     235,262
Wayne         & Service

Kelly, Exec.  VP & Gen. Counsel    2,875    $19.83     188,241
Anastasia D.

Trent,        SVP Comm.            2,051    $19.83     102,405
Grace Chen    & Chief of Staff

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

                         *     *     *

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


MESABA AVIATION: Wants Daugherty Fowler as Special Counsel
----------------------------------------------------------
Mesaba Aviation, Inc., doing business as Mesaba Airlines, seeks
the U.S. Bankruptcy Court for the District of Minnesota's
permission to employ Daugherty Fowler Peregrin Haught & Jenson, a
Professional Corporation, as its special counsel.  Specifically,
the Debtor seeks permission for Daugherty to represent and advise
it with regard to FAA filing and registration matters.

Daugherty provides legal assistance to clients involved in
aircraft transactions.  For several years, the Debtor has engaged
Daugherty's services with regard to FAA filing and registration
questions.  Thus, the Debtor believes that the firm has extensive
knowledge of the Debtor's FAA regulated business.

Mesaba Vice President of Technology and Services, William Pal-
Freeman, tells the Court that Daugherty's knowledge of and
history with the Debtor makes it uniquely positioned to represent
the Debtor in connection with the matters in which it is to be
employed.  If the Debtor is required to obtain separate counsel,
it would incur significant cost in explaining its operations and
history to another firm, Mr. Freeman says.

The Debtor will pay the firm based on the hourly rates of the
professionals providing the services.  The current hourly rates
of legal assistants, paralegals and attorneys expected to provide
services to Mesaba range from $65 to $275.

Robin Jenson, Esq., a Daugherty shareholder, assures the Court
that neither the firm nor any of its employees have any
connection with any party holding a claim or interest adverse to
the Debtor.  Neither Daugherty nor its employees have any
connection with the Debtor's creditors, the United States Trustee
or its employees, or any other party-in-interest, Mr. Jenson
adds.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink
affiliate under code-sharing agreements with Northwest Airlines.
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MESABA AVIATION: Fairbrook, Et Al., Ask Court to Lift Stay
----------------------------------------------------------
Fairbrook Leasing, Inc., Lambert Leasing, Inc., and Swedish
Aircraft Holdings AB, jointly ask the U.S. Bankruptcy Court for
the District of Minnesota to lift the automatic stay imposed under
Section 362 of the Bankruptcy Code with respect to a litigation
pending in the United States District Court, District of
Minnesota, captioned as Fairbrook Leasing, Inc., et al. v. Mesaba
Aviation, Inc.

Christopher A. Camardello, Esq., at Winthrop & Weinstine, P.A.,
relates that pending in the District Court Action are cross-
motions for summary judgment to determine the amount of damages
owed by the Debtor in connection with the Debtor's breach of
certain leases entered into with Fairbrook, et al.

The hearing on the parties' cross-motions was held on Sept. 9,
2005, after which the District Court took the matter under
advisement.

Fairbrook, et al., seek relief from the automatic stay to allow
the District Court to rule on the cross-motions, Mr. Camardello
explains.

Generally, when determining whether to grant relief from stay to
allow litigation to proceed in another forum, the Court must
decide whether:

    -- allowing the litigation to proceed would greatly prejudice
       the debtor; and

    -- the balance of the hardships resulting from the grant or
       denial of the lift-stay motion would favor the debtor or
       the creditor.

Mr. Camardello argues that allowing the District Court Action to
proceed will not greatly prejudice the Debtor.  On the contrary,
granting relief from stay will benefit the Debtor because the
Debtor, like Fairbrook, et al., has moved the District Court for
summary judgment.  Because the Debtor is also interested in the
outcome of the pending cross-motions, no prejudice to the Debtor
will result in lifting the stay, Mr. Camardello says.

Similarly, Mr. Camardello assures the Court, lifting the stay
will result in no hardship to the Debtor.  Rather, granting the
Motion will benefit all parties because it will allow the
District Court to determine the amount of damages owed by the
Debtor to Fairbrook, et al.  This, in turn, will help set the
amount of Fairbrook, et al.'s claim in the Debtor's Chapter 11
case.  By allowing the amount of damages to be determined by the
District Court, the Bankruptcy Court would not have to do so and
could allocate its sources elsewhere.

Fairbrook, et al., also points out that the parties have
completed their briefing on the cross-motions, and the hearing
has already occurred.  Thus, allowing the District Court Action
to proceed will not require the Debtor's active participation.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink
affiliate under code-sharing agreements with Northwest Airlines.
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


METABOLIFE INT'L: Committee Responds to Retailers' Accusations
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Metabolife
International, Inc., tells the U.S. Bankruptcy Court for the
Southern District of California that it doesn't oppose the
retailers' pitch for their own official committee.  However, the
Committee feels the need to defend itself against some of the
retailers' allegations.

The Committee understands that every party affected by a
bankruptcy proceeding would like to have its professionals paid by
someone else.  The panel notes that the retailers' claims against
the Debtors arise out of the suits filed by tort creditors who
have suffered personal injury or death as a result of using the
Debtors' Ephedra-containing products.  Currently, approximately
370 of the tort actions remain outstanding and one or more of the
retailers are defendants in many or most of them.

The Committee assures the retailers it understands their position.

What the Committee doesn't like are the allegations made by the
retailers.  The panel believes that the retailers have made
unwarranted and unsupported allegations to what is at heart a
prospective request for fee reimbursement.

The retailers told the Court that given the current composition of
the Committee, their interests and those of other non-Ephedra
creditors aren't adequately represented.  Also, the retailers said
that on many significant issues, the Ephedra claimants' interests
are directly opposite, if not hostile, to those of the retailers
and other unsecured creditors.

The Committee asserts that it has been productive and efficient,
with none of the inter-creditor squabbling imagined by the
retailers.  The committee members have devoted themselves to three
primary activities:

   * building the estate for the benefit of creditors by
     supporting the sale of the Debtors' assets, investigating
     causes of action and analyzing applicable insurance to
     ensure its availability;

   * protecting the estate from risk of injury or depletion by
     initiating a consensual and successful data retention
     program, resisting excessive key employee retention program
     payments, resolving shareholder/founder's criminal conduct
     and conviction; and

   * developing a framework for the consensual resolution of tort
     claims and objecting to the formation of an official equity
     committee.

Routine matters have been handled routinely, with little Court
involvement and none of the dysfunction or rancor imagined by the
retailers, the Committee says.

As for the retailers' allegation that Brown, Rudnick, Berlack,
Israels LLP, which serves as the tort claimants' counsel as well
as that of the Committee, will be biased against the retailers in
order to preserve the interest of the tort claimants, the
Committee refutes this.

The Committee reiterates that its counsel has the ability and
intention to represent the interests of all valid unsecured claim
holders.

The retailers also alleged that the U.S. Trustee has erred by
forming a non-representative Official Creditors Committee.  That
is, the retailers believe that the tort claimants are over-
represented.

The Committee points that the retailers' most significant role in
the Debtors' cases is on account of the fact that the tort
creditors have made the retailers co-liable for the bulk of the
estates' debts.  It would seem unlikely, the panel says, in the
context of that reality, if the retailers were allowed to join the
Committee in order to use it as a vehicle to work against the
interests of the 370 tort creditors that are their litigation
adversaries.

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


METROPOLITAN MORTGAGE: Inks $7.25MM Settlement Deal with Directors
------------------------------------------------------------------
Metropolitan Mortgage & Securities Co., Inc., and Summit
Securities, Inc., ask the U.S. Bankruptcy Court for the Eastern
District of Washington to approve a settlement agreement resolving
their claims against certain of their directors and officers.

The settlement, supported by the Debtors' official committees of
unsecured creditors, allows Summit to recover approximately $3.2
million and releases the participating officers and directors from
legal liability.

Summit's current and former directors and officers included in the
settlement are Robert K. Potter, Clayton E. Rudd, James V.
Hawkins, Gregory S. Trate and Philip W. Sandifor.  Samuel Smith, a
former director of Metropolitan, is also party to the settlement.

Purchasers of the Debtors' securities who filed a class action
lawsuit in the District Court for the Eastern District of
Washington, Old Standard Life Insurance Company and Old West
Annuity & Life Insurance Company are also parties to the
settlement and stand to share part of the proceeds.

As reported in the Class Action Reporter on Oct. 27, 2005, former
Summit president Tom Turner, who was indicted in September on
seven felony counts for misleading auditors of the company, is
excluded from the settlement.

Key terms of the settlement agreement include:

    a) a settlement payment totaling $7.25 million to be paid out
       of insurance policies in which the settling directors and
       officers have contract rights as insureds;

    b) the allocation of $3.2 million of the settlement payment to
       the Debtors.  Old Standard and Old West will receive
       $90,000 and $70,000 respectively, while the balance will be
       distributed to the class plaintiffs;

    c) the return to the Debtor of approximately $250,000 in
       prepetition payments made to counsel for the settling
       directors and officers;

    d) broad releases in favor of the settling directors and
       officers; and

    e) the settling directors and officers' promise to cooperate
       with the Debtors in their pursuit of claims against third
       parties.

                     Class Action Suits

An investigation conducted by a court-appointed Examiner following
the Debtors' collapse into bankruptcy revealed numerous
deficiencies in the Debtors' commercial lending practices and the
inadequacy of their accounting system.  The Examiner concluded
that the Debtors had failed to comply with fundamental accounting
standards in the course of issuing commercial loans and conducting
real estate sales.

The facts discovered by the Examiner pointed to the failure of the
Debtors' management and board of directors to adequately perform
their duties.  Because of this, the Debtors' officers and
directors became targets of several class action suits.  The
consolidated class action suits are pending before the District
Court for the Eastern District of Washington.

The Debtors have not initiated any formal actions or proceedings
against their former officers and directors and have opted to
settle their claims.  However, the Debtors are prepared to pursue
colorable damage claims against the directors and officers for
breach of fiduciary duty, if a settlement is not reached.

           Claims Against Non-Settling Third Parties

Apart from its officers and directors, the Debtors also blame
other third parties who failed to exercise due care while
performing professional services for the Debtors.

The Debtors say that they operated past the point of insolvency
partly because of unqualified audit opinions issued by independent
auditors certifying financial statements that falsely inflated
their financial condition.

For this reason, the Debtors have filed suit against
PriceWaterhouseCoppers LLP.  The Debtors say that
PriceWaterhouseCoppers, and other probable third party defendants,
have substantially greater resources to fund recoveries than the
settling directors and officers .

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


MILACRON INC: Posts $6.9 Million Net Loss in Third Quarter 2005
---------------------------------------------------------------
Milacron Inc. (NYSE: MZ) reported third-quarter sales of
$191 million, up 6% over sales of $181 million in the same period
last year.  New orders of $191 million were up 4% from a year ago.
The net loss in the third quarter of 2005 was $6.9 million.  This
compared to a net loss of $5.5 million in the third quarter of
2004.  The year-ago loss included $2.7 million in restructuring
and refinancing costs.  Operating results in the most recent
quarter were held back by higher material costs - attributable in
large part to rising oil and gas prices - as well as by increased
pension, insurance and Sarbanes-Oxley compliance expenses.

"Our global customers face many challenges on a macro-economic
level, and we believe that our success is directly tied to our
ability to provide these customers with what they value most from
Milacron, namely: innovative technology and superior service at a
fair price," Ronald D. Brown, chairman, president and chief
executive officer, said.  "To this end, our plan to return
Milacron to profitability focuses on three key areas: enhancing
the servicing of our large installed customer base in North
America and Europe, expanding our presence in the developing
markets of Asia, Eastern Europe and Latin America, and
continuously improving our cost structure and competitiveness
through Lean initiatives and strategic sourcing."

                     Consolidation Plans

As previously reported, Milacron plans to further reduce its cost
structure by consolidating certain operations in both North
America and Europe.  The objective is to focus the company's
manufacturing on the production of products and components with
high technological, proprietary or strategic value.

Implementing this consolidation will result in charges of
approximately $20 million, of which about $13 million will be
cash.  Most of the charges should occur throughout 2006.
Annualized cost savings generated by the consolidation are
estimated at $15 million, with about $3 million realizable in 2006
and substantially the full benefit in 2007.

First incorporated in 1884, Milacron Inc. --
http://www.milacron.com/-- is a leading global supplier of
plastics-processing technologies and industrial fluids, with major
manufacturing facilities in North America, Europe and Asia.

                      *       *       *

As reported in the Troubled Company Reporter on July 15, 2005,
Standard & Poor's Ratings Services revised its outlook on plastics
machinery maker Milacron Inc. to stable from positive and affirmed
the ratings on the company, including the 'B-' corporate credit
rating.


MSO HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $8.8 Million
----------------------------------------------------------------
MSO Holdings, Inc. (OTC Bulletin Board: MSOD), reported that third
quarter revenues increased 6% to $1.6 million compared to $1.5
million for the same period last year despite two hospital client
programs filing for bankruptcy.  Revenues for the nine months
ended September 30, 2005, of $5.6 million were essentially flat
with revenues for the same period last year.

Third quarter 2005 revenues were impacted by two hospitals in New
York that filed for bankruptcy at which the Company had bariatric
surgery programs. These two bankruptcies impaired MSO's ability to
perform surgeries in New York, and have lowered management fee
revenues by approximately:

    * $420,000 for the three months ended Sept. 30, 2005 and
    * $763,000 for the nine months ended Sept. 30, 2005.

Revenues for the third quarter of 2005 would have been $2.1
million, or a 33% increase in the quarter over the same period in
the prior year, had the Company continued under the terms of the
two bankrupt hospital contracts.  The Company has outstanding
claims totaling approximately $364,000 for unpaid invoices, which
have been fully reserved for, and claims for future contractual
commitments for management fees of approximately $3 million.  The
Company is pursuing collection of these outstanding claims and
counsel has advised that some amount should be recovered, which if
settled would have a positive impact on MSO's financial results.

MSO is in contract negotiations with other New York hospitals to
replace the bankrupt hospital programs.  The Company expects
management fee revenue to grow in 2006 compared to 2005 with an
expanded hospital program network in New York and New Jersey.

Total surgeries performed for the nine months ended Sept. 30, 2005
were 745 compared to 795 surgeries for the nine months ended Sept.
30, 2004, a decrease of 50 surgeries or 6%.  During the first
quarter of 2005, MSO terminated three small hospital programs
because the surgical volumes did not cover the fixed costs of
operating these programs.  In addition, the two bankrupt programs
negatively impacted the number of surgeries being performed during
the three months ended Sept. 30, 2005.

On a same store basis, the number of surgical cases performed by
the company system wide increased 9% for the nine months ended
September 30, 2005, compared to the year ago period.

"We have made significant strides to overcome the hospital
bankruptcies in New York and expect replacement programs to be in
place soon.  In addition, the company's new Obesity Disease
Management product offering is receiving considerable acceptance
with four new contracts in negotiation.  MSO is well positioned to
meet the needs of the ODM marketplace," commented Al Henry,
Chairman & CEO of MSO Holdings, Inc.  "Our contract negotiations
are with health plans, corporations and other self insured
entities to implement obesity disease management programs.  We
have agreements in place enabling us to provide a complete turn-
key disease management program that offers disease management
services to cover all four tiers of treatment.  With our superior
clinical results from both the non-interventional weight loss
treatment program we manage as well as the surgery program we
manage, we are able to offer tremendous savings to potential
clients in managing obesity.  We are focused on Obesity Disease
Management, and we are well positioned to deliver value to our
clients and shareholders," added Al Henry.

The net loss available to common shareholders for the third
quarter of 2005 was $955,919 versus a loss of $1,447,716 for the
third quarter of 2004.  For the nine months ended Sept. 30, 2005,
the net loss available to common shareholders was $3.6 million
versus a loss of $2.8 million during the same period in 2004.  The
net loss available to common shareholders for the third quarter
and the nine months ending Sept. 30, 2005 has been negatively
impacted by:

    * the merger costs for the reverse merger transaction whereby
      MSO became a public company,

    * the impact of lower revenue due to the two New York
      bankruptcies, and

    * higher deemed dividends to preferred stockholders from the
      accretion on the preferred stock.

These items negatively impacted the net loss available to common
shareholders by $600,000 for the three months ended Sept. 30,
2005, and $1.5 million for the nine months ended Sept. 30, 2005.

MSO Holdings, Inc. -- http://www.WeightLossSurgery.com/-- is an
Obesity Disease Management company with corporate, union, health
insurance plan and hospital clients.  MSO has a sophisticated non-
interventional weight-loss program with individualized behavioral
coaching by experienced psychotherapist coaches.  Also, MSO
surgery functions are conducted through its six CORI (Centers for
Obesity Related Illnesses) Centers in New York City, Brooklyn,
Queens, Long Island, Detroit and the Chicago area.  MSO contracts
with acute care hospitals to establish Bariatric Surgery Centers
of Excellence under the brand name CORI, while contracting with
corporations, unions and health insurance plans for Obesity
Disease Management for employees, members and the general public.
MSO has been awarded the Joint Commission on Accreditation of
Healthcare Organizations (JCAHO) Disease-Specific Care
Certification for Bariatric Surgery.  MSO corporate offices are in
Bannockburn, Illinois (Chicago suburb).

At Sept. 30, 2005, MSO Holdings, Inc.'s balance sheet showed an
$8,779,059 stockholders' deficit compared to a $4,836,938 deficit
at Dec. 31, 2004.


N C TELECOM: U.S. Trustee Will Meet Creditors on Nov. 17
--------------------------------------------------------
The United States Trustee for Region 19 will convene a meeting of
N C Telecom's creditors at 1:00 p.m., on Nov. 17, 2005, at the
U.S. Custom House located at 721 19th Street, Courtroom A in
Denver, Colorado.  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 Meeker, Colorado, N C Telecom --
http://www.nctelecom.net-- offers Internet connection services.
The Company filed for chapter 11 protection on Oct. 14, 2005
(Bankr. D. Colo. Case No. 05-47275).  Duncan E. Barber, Esq., at
Bieging Shapiro & Burrus LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $1 million to $10 million in assets and
$10 million to $50 million in debts.


NATIONAL ENERGY: Gets Court Nod on CalPX Settlement Agreements
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter,
California Power Exchange Corporation is a public utility that
provided various auction markets for the trading of electricity
in California under rate schedules and tariffs approved by the
Federal Energy Regulatory Commission.  In 2000, due to the
then-ongoing California energy crisis, Pacific Gas & Electric
Company could not meet its obligations to CalPX.  By the end of
January 2001, CalPX had suspended trading in its markets and on
March 9, 2001, CalPX filed for protection under Chapter 11 of the
Bankruptcy Code.

In response to the California energy crisis, the FERC adopted a
number of remedies to address flaws it found in the California
markets and the governing rules.  These actions led to the FERC's
termination of CalPX's rate schedules effective April 30, 2001.

After CalPX closed its markets, the FERC permitted CalPX to
charge "wind-up" rates to its former customers, which included
NEGT Energy Trading-Power, L.P., to fund its remaining
activities.

However, on July 9, 2004, the United States Court of Appeals for
the District of Columbia Circuit held that the "wind-up" rates
were a form of retroactive ratemaking, and that the method that
FERC had used to allocate the "windup" rates was unreasonable and
violated federal law.

                       Settlement Agreement

In light of the ruling of the D.C. Circuit and CalPX's resulting
inability to fund its wind-up activities through involuntary
charges imposed upon its former customers, the parties commenced
FERC-mediated settlement negotiations to attempt to arrive at a
consensual funding solution to allow CalPX to continue its
wind-up activities on an orderly basis.

The negotiations culminated into a settlement agreement among the
parties.

Generally, the Settlement Agreement allocates among the numerous
CalPX participants what the Settlement Agreement defines as:

   (a) Historical Costs -- payments made for all expenses from
       December 5, 2001 through December 31, 2004; and

   (b) Going-Forward Costs -- costs associated with certain
       "necessary functions" of CalPX after December 31, 2004.

The "necessary functions" related to the Going-Forward Costs are,
inter alia:

     (i) managing funds and assets held by CalPX;

    (ii) maintaining CalPX's books and records, and performing
         ordinary business tasks to maintain corporate
         compliance; and

   (iii) participating in litigation, with the advice and
         approval of CalPX Board.

CalPX and ET Power will mutually release each other from any
claims either may have against the other.

Dennis J. Shaffer, Esq., at Whiteford, Taylor & Preston LLP, in
Baltimore, Maryland, relates that CalPX's wind-up costs allocated
to ET Power under the Settlement Agreement, to the extent not
secured by amount owed to ET Power that are being held by CalPX,
would constitute general unsecured, prepetition claims against ET
Power.  While CalPX contends that the wind-up cost claims are
entitled to administrative priority, nothing in the Settlement
Agreement or in a related letter agreement is prejudicial to ET
Power's position with respect to this issue, Mr. Shaffer says.

                          Letter Agreement

In connection with the Settlement Agreement, CalPX and ET Power
also entered into the Letter Agreement, subject to the Court's
and the FERC's approval.  Pursuant to the Letter Agreement, inter
alia:

     (i) ET Power agrees to reserve $150,000 in its reserve for
         disputed claims on account of potential wind-up costs
         owed by ET Power;

    (ii) the parties agree that establishment of the Reserve
         will be without prejudice to the rights of any party
         with regard to the validity or priority of any claim;
         and

   (iii) ET Power agrees not to pursue an objection of, or seek
         the estimation of, any claim by CalPX until at least
         December 31, 2005.

Mr. Shaffer points out that the Settlement Agreement provides a
fair method for allocating wind-up costs without the need for
costly and protracted litigation, thereby enabling ET Power to
maximize recoveries and expedite distributions to its creditors.
In addition, the Letter Agreement avoids premature litigation of
claims asserted by CalPX in ET Power's bankruptcy case.  Overall,
ET Power believes that the Agreements offer the most effective
and equitable solution for resolving a complicated issue
confronting the estate.

                        *     *     *

The Court approves the Agreements.

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


NATIONAL ENERGY: Citibank Holds $5.5 Mil. Allowed Unsecured Claim
-----------------------------------------------------------------
Before filing for bankruptcy, NEGT Energy Trading - Power, L.P.,
was party to agreements providing for the sale and purchase of
gas and electricity with La Paloma Generating Company, LLC, and
Lake Road Generating, L.P.  Dennis J. Shaffer, Esq., at
Whiteford, Taylor & Preston, LLP, in Baltimore, Maryland, informs
the U.S. Bankruptcy Court for the Western District of Missouri
that the Agreements were terminated in May 2003 and ET Power
agreed to make termination payments to the Project Companies.

Citibank, N.A., is the security agent under various loan
agreements between certain lenders and investors, and the Project
Companies.  Mr. Shaffer explains that Citibank, as security agent
for the Lenders, was granted a security interest in substantially
all of the Project Companies' assets.  The Project Companies'
rights under the Agreements were assigned to Citibank.

Citibank filed Claim No. 322 against ET Power in an undetermined
amount to preserve the bank's rights under the Agreements and
arising out of their termination.

Subsequently, in an effort to amicably settle all matters related
to the Claim, ET Power and Citibank entered into a stipulation
and agreed that:

    (i) the Claim will be allowed as a general unsecured claim
        against ET Power for $5,500,000; and

   (ii) the Allowed Claim will be treated as an Allowed Class 6
        General Unsecured Claim against ET Power for all purposes,
        including distributions, in accordance with the ET and
        Quantum Debtors' Plan.

Mr. Shaffer asserts that the Stipulation, which is the result of
arm's-length negotiations between the parties, fairly resolves
the Claim, without the need for costly litigation, which could
potentially delay distributions to creditors.

                        *     *     *

The Court approves the stipulation.

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


NATIONAL WASTE: Trustee Reports No Assets to Administer
-------------------------------------------------------
Jeoffrey L. Burtch, National Waste Services of Virginia's chapter
7 Trustee, tells the U.S. Bankruptcy Court for the District of
Delaware that he hasn't received any property nor paid any money
on account of the Debtor's estate.

All of the Debtor's real estate has either been subject of a
lifting of the automatic stay or has no non-exempt value.  Since
the estate has no asset to administer, the Trustee asks the Court
to discharge him from his trust.

Headquartered in Little Creek, Delaware, National Waste Services
of Virginia, Inc. -- http://www.natwaste.com/-- collects,
processes and disposes solid non-hazardous waste and recycling
materials.  The Company filed for chapter 11 protection on
March 4, 2004 (Bankr. Del. Case No. 04-10709).  Michael Gregory
Wilson, Esq., at Hunton & Williams represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated debts and assets of over
$50 million each.


NORTHWEST AIRLINES: Inks Settlement Pact with Honeywell Int'l.
--------------------------------------------------------------
Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP,
In New York, relates that before its bankruptcy filing, Northwest
Airlines, Inc., sent at least 23 auxiliary power units and
related components as well as certain avionics and mechanical
components for repair to Honeywell International Inc.

Honeywell is the exclusive provider of repair services on the
Northwest Equipment pursuant to Repair and Scrap Replacement
Services Agreements, dated December 19, 2002, and December 28,
2002.

The terms of the Agreements are confidential.  The Debtors
elected to file the Agreements with the Court under seal.

Mr. Zirinsky tells the Court that Northwest Airlines cannot
operate its aircraft without the APUs and AMCs.  Thus, as a
result of its role as the exclusive repair service provider,
Honeywell is uniquely situated to cripple Northwest's business.

According to Mr. Zirinsky, seven Northwest APUs in Honeywell's
possession already have been repaired and must be returned under
the APU Agreement.  Repairs on the remaining 20 APUs are in
process.  Likewise, repairs on certain Northwest AMCs that
Honeywell held on the Petition Date are completed while repairs
on other AMCs are in process.

Honeywell conveyed that it will not deliver the repaired
Equipment nor return those that haven't been repaired yet unless
it receives payment in full for prepetition and postpetition
goods and services provided to Northwest Airlines.

Honeywell's refusal to return repaired Equipment to Northwest has
already caused Northwest's supply of extra APUs and AMCs to run
perilously low, Mr. Zirinsky continues.  Absent the Court's
immediate intervention, Northwest Airlines will soon have to
ground increasing numbers of aircraft due to Honeywell actions,
which will then cause severe damage and impend Northwest's
ability to reorganize.

Mr. Zirinsky says that Northwest Airlines had proposed a
resolution of its dispute with Honeywell.  Northwest has offered
to make funds available to fully pay Honeywell all amounts due
for prepetition and postpetition goods delivered and services
rendered, subject only to Northwest ascertaining the validity of
Honeywell's lien with respect to prepetition goods and services,
all as contemplated by the Court's previous order approving the
Debtors' request to pay maintenance and service providers holding
mechanics' liens.

Honeywell, however, rejected Northwest Airlines' proposal.
Instead, Honeywell demanded that "all the engines and components
currently 'in-house' at Honeywell that were received prior to
September 15, 2005, will be considered postpetition and may be
billed according to the standard time and material billing, or
the applicable contract, as the case me be."

Subsequently, Northwest Airlines asks the Court to restrain and
enjoin Honeywell from withdrawing from, modifying, conditioning,
suspending, terminating or interfering with, or discriminating
against or declaring Northwest's default under the Agreements.

Northwest also asks the Court to direct Honeywell to turn over
the repaired Equipment and perform under the terms of the
Agreements, including continuing to repair the remaining
Equipment and delivering them upon repair.  Moreover, the Debtors
ask the Court to award them actual, compensatory and punitive
damages or sanctions in an amount to be determined at trial.

                     Parties Settle Dispute

In a Court-approved stipulation, Northwest Airlines and Honeywell
agree that:

   (a) Honeywell will ship the repaired Equipment immediately
       back to Northwest.  Northwest will promptly pay Honeywell
       $392,442;

   (b) as soon as the work in process on the remaining Equipment
       is completed, Honeywell will ship the remaining Equipment
       to Northwest.  Northwest will pay the invoiced amounts for
       the Equipment after delivery;

   (c) Honeywell will immediately deliver to Northwest a report
       and other documentation necessary to determine the scope
       and timing of work and services performed on the
       Equipment;

   (d) the parties will meet and confer in good faith to resolve
       the extent to which any portion of the Payments relating
       to work performed prior to the Petition Date.  By
       February 8, 2006, the Debtors may commence proceedings to
       recover any portion of the prepetition payments;

   (e) the parties will continue to perform under the terms of
       the Agreements; and

   (f) The Adversary Proceeding will be dismissed without
       prejudice, with each party bearing its own costs.

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: Brokers-Dealers Propose Trading Model Order
---------------------------------------------------------------
As previously reported, Northwest Airlines Corp. and its debtor-
affiliates sought and obtained a limited relief from U.S.
Bankruptcy Court for the Southern District of New York to closely
monitor certain transfers of claims and equity securities to
preserve their net operating loss carryforwards.

                   Broker-Dealers' Objection

Certain broker-dealers object to the Debtors' proposed
restrictions on the trading of claims to protect their Net
Operating Losses:

   * Bear, Stearns & Co. Inc.,
   * Citigroup Inc.,
   * Credit Suisse First Boston,
   * Deutsche Bank Securities, Inc.,
   * Goldman Sachs Group, Inc.,
   * JPMorgan Chase & Co.,
   * Lehman Brothers Inc.,
   * Merrill Lynch & Co.,
   * Morgan Stanley & Co., Inc., and
   * UBS Securities LLC,

The Broker-Dealers actively participate in the debt markets,
buying and selling debt claims, including NWA Debt Claims, in the
ordinary course of their business.

James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton LLP,
in New York, relates that the Broker-Dealers derive substantial
revenue from these business activities, both from trading for its
own account and trading on behalf of its customers.  The Debtors
also obtain value from the activities in having an orderly
trading market for the NWA Debt Claims.

According to Mr. Bromley, since the Court granted interim
approval of the Claims Trading Procedures on September 15, 2005,
the Debtors have granted waivers to the Broker-Dealers allowing
them to trade in NWA Debt Claims with no limit as to either the
frequency or size of trades, subject only to the conditions that:

   (a) the waiver applies only with respect to trading undertaken
       in a market maker capacity but does not relate to
       proprietary trading;

   (b) no Objector may trade in NWA Debt Claims with a
       counterparty if the Objector has actual knowledge that the
       counterparty is a Substantial Claimholder; and

   (c) in relying on the waivers, the Objectors acknowledge that
       they may be required to sell down positions in NWA Debt
       Claims to some specified level pursuant to a court order
       at a later date.

Mr. Bromley avers that the Debtors' willingness to allow the
continuation of normal market making activity in NWA Debt Claims
is a recognition that there is no immediate harm to the Debtors'
NOLs that can result from current trading activity in NWA Debt
Claims, and that any potential issues raised by the trading
activity may be adequately addressed by a later sell-down of NWA
Debt Claims.

According to Mr. Bromley, under the Trading Procedures, the
Debtors propose to arrogate to themselves effective veto power
over secondary market trading in NWA Debt Claims, to require
market participants to wait 30 days or more to find out whether
trades -- which ordinarily settle in three days for debt
securities and 20 days for bank loans -- will be permitted to be
consummated, and to declare trades in violation of the Debtors'
interpretation of the Trading Procedures to be "null and void."

This is unnecessary to protect the Debtors' NOLs and inconsistent
entirely with maintaining orderly trading markets in NWA Debt
Claims, Mr. Bromley remarks.

Mr. Bromley adds that the Broker-Dealers have outstanding "credit
default swap" contracts and other financial derivative contracts
that predate the Petition Date, and which require them to take
delivery of NWA Debt Claims now that the Debtors have sought the
protection of the Court.  In many instances, obligations under
these contracts are not covered by the market-waivers granted by
the Debtors.  Hence, some Broker-Dealers are faced with the
prospect of being forced to dishonor pre-existing contractual
commitments, without any commensurate benefit accruing to the
future viability of the Debtors' NOLs.  The Debtors, unlike those
in Delta Air Lines' and Delphi Automotive Corp.' bankruptcy cases
in the U.S. Bankruptcy Court for the Southern District of New
York, have refused to provide waivers to permit performance under
the credit default swap contracts.

Furthermore, Mr. Bromley asserts that the legal justification of
the Trading Procedures is minimal, if not non-existent, and the
proof of their appropriateness is wholly inadequate.

Mr. Bromley notes that the entire regime of orders protecting
NOLs is based on a single case, a generation-old Second Circuit
decision, In re Prudential Lines, Inc., 928 F.2d 565 (2d Cir.
1991), aff'g 119 B.R. 430 (S.D.N.Y. 1990), aff'g 107 B.R. 832
(Bankr. S.D.N.Y. 1989), the sui generis facts of which have no
application to the current situation.

The Trading Procedures is injunctive in nature and must be sought
by the filing of an adversary proceeding, Mr. Bromley maintains.
Nevertheless, he notes that the Debtors utterly fail to meet the
standards for the granting of injunctive relief, particularly of
the magnitude requested.

Mr. Bromley refers to the Chapter 11 case of Delphi Corporation,
commenced on October 8, 2005, under which the Bankruptcy Court
for the Southern District of New York, which refused to issue a
final order that, like the Trading Procedures, would have shut
down trading in claims against Delphi.  Instead, the Court issued
an interim trading order that effectively allows any person to
elect to continue trading in Delphi debt claims without any
restrictions, other than an acknowledgement of the possibility
that a final trading order could subject them to the sell-down
remedy and an agreement on the part of the entities to work with
Delphi to formulate the precise terms of that final trading
order.

                 Broker-Dealers Propose Model Order

According to Mr. Bromley, contrary to the Debtors' assertions,
market trading in NWA Debt Claims postpetition cannot cause the
Debtors to fail to meet the four conditions for complying with
Section 382(l)(5) of the Internal Revenue Code, provided only
that the Debtors retain the ability to require holders of NWA
Debt Claims to dispose of the Claims prior to the consummation of
a plan of reorganization as necessary to bring those holders
below the 5% threshold for post-plan equity ownership.

Mr. Bromley asserts that the sell-down remedy advocated by the
Bond Market Association and the Loan Syndications and Trading
Association, two leading credit market organizations, is fully
adequate to protect the Debtors' legitimate interests in
preserving their ability to utilize NOLs.

A copy of the "Model Order" proposed by the BMA and LSTA is
available free of charge at:

      http://bankrupt.com/misc/705_bma_model_order.pdf

The contemplated sanction for violating the Model Order is simply
that a non-complying creditor will not receive any equity
securities in the reorganized company above the 5% threshold.

Developed from the heavily negotiated NOL orders in In re UAL
Corporation and In re Mirant Corporation, the Model Order is a
good faith attempt to balance the interests of debtors in
protecting NOLs with the legitimate interests of the securities
community in avoiding substantial disruption to the debt
securities markets.

           Broker-Dealers Complain About Low Threshold

According to Mr. Bromley, the Debtors need to justify the
$120,000,000 threshold proposed to define a Substantial
Claimholder.  The Debtors computed the threshold as the amount of
NWA Debt Claims that could cause a holder to receive 5% of
Northwest's stock in a plan of reorganization.

The Debtors' aggregate outstanding unsecured indebtedness with
respect NWA Debt Securities alone aggregate $1,700,000,000, which
means that the Debtors have only assumed additional unsecured
claims will be asserted in their Chapter 11 cases for
$700,000,000.  Given a total debt load of approximately
$14,000,000,000 and the high likelihood of fleet reductions that
will result in substantial deficiency claims, and further given
the high likelihood of substantial claims being asserted in
connection with Northwest's potential modification of employee
and pension obligations, the $120,000,000 threshold is
artificially low and overly restrictive for holders of NWA Debt
Claims, Mr. Bromley points out.

       Public Policy Not in Favor of Restricting Trading

Mr. Bromley argues that there is no public policy argument in
favor of the entry of the final order approving the Trading
Procedures.  He notes that it is well known that orders limiting
trading in claims are effective anti-takeover tools; tools that
can be used to entrench management, repel unwanted suitors or
meddling "vulture" investors, and generally chill the interest of
outside investors.

Mr. Bromley adds that there is an accepted and overriding public
policy in favor of the uninterrupted operation of the securities
markets.  This policy is strongly embodied in the safe harbors
already built into the Bankruptcy Code, which was strengthened
and expanded on October 17, 2005.

                          *     *     *

The Court overrules or reserves all unresolved objections until
final hearing on the Motion.

The Court enters an amended Order, superseding the September 15,
2005 Order, granting interim approval to the Trading Procedures.
Effective October 20, 2005, these key changes to the Trading
Procedures will apply to:

   (a) Threshold for Claims Trading

       The threshold is raised to $145,000,000 to allow as many
       claimholders as possible to sell their interests without
       jeopardizing the Debtors' ability to utilize their NOL
       carryforwards.

   (b) Sell-Down Mechanism

       Under a sell-down mechanism, Substantial Claimholders may
       opt out of the notice requirements required by the Interim
       Order if it agrees to comply with a notice issued by the
       Debtors to sell a sufficient amount of claims to bring it
       below the Substantial Claimholder threshold.

   (c) Secured Creditors

       The Trading Procedures will not apply to holders of
       secured claims, as they will unlikely receive equity in
       the reorganized company under a plan of reorganization.

   (d) Notice Period

       The Debtors will be provided with a 15-day notice period
       of a Substantial Claimholder's intent to transfer claims.

   (e) Objection Period

       The Debtors have 15 days in which they can object to a
       Substantial Claimholder's notice of intent to transfer
       claims.

   (f) Confidentiality

       The Debtors will be required to keep notices of
       Substantial Claimholder status, confidential, except to
       the extent necessary to respond to a Proposed Equity
       Acquisition Transaction, and to the extent that the
       Information it contains is already public.

   (g) Threshold for Equity Trading

       The threshold is raised to 4,450,000 shares --
       representing approximately 4.75% of all issued and
       outstanding shares of stock on a fully diluted basis.

   (h) Indenture Trustees and Transfer Agents

       The Debtors are required to send notice of the
       notification procedures applicable to Substantial
       Claimholders to all holders of bonds, debentures or stock
       registered with the indenture trustee or transfer agent,
       on a quarterly basis.

A full-text copy of the Amended Interim Order is available for
free at:

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

             Debtors Respond to Unresolved Objections

The Debtors ask the Court to disregard the remaining objections
to the Trading Procedures and enter the Amended Interim Order on
a permanent basis.

Jason M. Halper, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that, notwithstanding the revisions reflected
in the Amended Interim Order, certain objections remain
unresolved.

The Unresolved Objections fall into three categories:

(1) Applicability of the Automatic Stay to Prevent Claims
    Trading.

Mr. Halper notes that various cases in the Second Circuit,
including In re Prudential Lines, 928 F.2d at 573, have
recognized that conduct, which threatens to impair an NOL,
violates the automatic stay provided in Section 362(a)(3) of the
Bankruptcy Code.  It is well settled in the Circuit that NOLs are
property of a debtor's bankruptcy estate.

(2) The Court's Authority to Grant the Relief Requested

Certain Objecting Parties have argued that:

    * the Debtors' request constitutes a "taking" without just
      compensation in violation of the Fifth Amendment of the
      United States Constitution;

    * the Court may not enjoin claims trading because the
      Debtors' request is filed through a motion, rather than
      through an adversary proceeding; and

    * injunctive relief would be inappropriate because the
      Debtors have not met the substantive requirements for the
      relief.

Mr. Halper asserts that the Court has the authority to grant the
Amended Interim Order on a permanent basis.  Entry of the Amended
Interim Order would not constitute an unconstitutional "taking"
of property in violation of the Fifth Amendment.

Mr. Halper cites Lucas v. South Carolina Coastal Counsel, 505
U.S. 1003, 1015 (1992), stating that a regulatory taking will
only be found where some significant restriction denies a
property owner of virtually all of the economic value of his
property.  He asserts that the Objecting Parties have not
established that the entry of the Amended Interim Order on a
permanent basis would deprive them of virtually all the economic
value of their claims.

The Debtors were not obligated to initiate an adversary
proceeding, Mr. Halper asserts.  Since the Debtors did not seek
independent relief pursuant to Section 105 of the Bankruptcy
Code, they need not meet the more rigorous requirements for
obtaining an injunction under Rule 65 of the Federal Rules of
Civil Procedure.

(3) Specific terms of the Interim Order.

Several Objecting Parties have argued that:

   * the notice and objection periods established by the Interim
     Order are too long; and

   * the $120,000,000 threshold established by the Interim Order
     for classification as a Substantial Claimholder is too low.

Mr. Halper says that the remaining objections to the terms of the
Interim Order are unreasonable and should be disregarded by the
Court.  The Debtors have engaged in extensive negotiations with
the Objecting Parties for several weeks, and have agreed to
extensive modifications of the Interim Order.  He notes that many
courts have approved notice and objection periods of greater
duration.  In addition, the Debtors have already agreed to raise
the threshold to $145,000,000.

                   Debtors Shun Model Order

Mr. Halper points out that the Model Order has not been adopted
in full by any court.  He adds that the sell-down remedy
contained in the Model Order places unreasonable restrictions on
the Debtors.  He explains that it is particularly onerous to
require a debtor to show that, among others, Section 382(l)(5) of
the Tax Code will be available in connection with the debtor's
reorganization, within 120 days after entry of the final NOL
Order when it will be years before a final decision is made
regarding the utilization of Section 382(l)(5).

He notes that, in contrast, the sell-down mechanism in the
Amended Interim Order allows Substantial Claimholders to trade at
their discretion as long as they consent to abide by a Sell-
Down Notice issued by the Debtors.  The sell-down mechanism in
the Amended Interim Order also protects the Debtors interest in
their NOLs and does not require the Debtors to make premature
elections under the Tax Code.

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: Files 2nd Request to Reject Aircraft
--------------------------------------------------------
In line with Northwest Airlines Corp. and its debtor-affiliates'
decision to rationalize costs relating to aircraft lease and debt
obligations and match their aircraft fleet to future operating
needs, the Debtors previously filed a request to reject or abandon
115 aircraft.  The Prior Request divides the subject leases and
financings into two categories:

   1.  One relates to 13 aircraft that the Debtors have
       determined they want to remove from the estate
       immediately; and

   2.  The other category relates to 102 aircraft that the
       Debtors have determined are not of value to the estate
       under existing lease or financing terms, but could
       potentially be of value if the lease or financing terms
       were revised.

As to the second category, the Debtors requested immediate
authority to reject the Potential Excess Aircraft or abandon the
financed collateral, but reserve the right not to trigger the
rejections or abandonment for up to 45 days while new financial
terms are negotiated.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, relates that the Debtors have identified 106
additional aircraft, which are not of benefit to their estates,
but which, if the lease or debt terms were revised, could be
beneficial to them.

A list of the Additional Potential Excess Aircraft is available
free of charge at:

      http://bankrupt.com/misc/northwestexcessaircraft2.pdf

Pursuant to Sections 365 and 554 of the Bankruptcy Code, the
Debtors seek the Court's permission to:

   (a) reject the leases for the Additional Potential Excess
       Aircraft as are leased; or

   (b) abandon the Additional Potential Excess Aircraft as are
       owned, subject to secured debt obligations.

The Debtors request that the rejection or abandonment, as
applicable, be effective as to each Aircraft at the time that
they file with the Court a rejection or abandonment notice not
later than November 27, 2005.

To preserve the value of the Additional Potential Excess Aircraft
during the transition from the Debtors to the affected lessors
and lenders, the Debtors pledge to maintain the current insurance
coverage and continue the existing storage maintenance program,
as approved by the Federal Aviation Administration, until the
earlier of:

   (a) the 30th day after the date on which the notice of
       rejection or abandonment is filed with the Court; or

   (b) the date on which the lessor or mortgagee takes possession
       of the Additional Potential Excess Aircraft.

At the conclusion of the Coverage Period, the Debtors will cease
insuring and maintaining the Aircraft, unless the Court
determines, at the request of a lessor, lender or other affected
party, that the action would be unreasonable under specific
circumstances presented to the Court.

To the extent that any of the Additional Potential Excess
Aircraft is subleased out by the Debtors to its regional
carriers, the Debtors also propose to reject the subleases.

The Debtors assure Judge Gropper that they will 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 FAA.

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: Reaches Agreements with Two Unions on Pay Cuts
------------------------------------------------------------------
Northwest Airlines (OTC: NWACQ:PK) reported that it has reached
interim labor cost savings agreements with the Air Lines Pilots
Association and the Professional Flight Attendants Association.

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.

                       Tentative Agreements

Northwest also confirmed that it has reached tentative agreements
on permanent wage and benefit reductions with employees
represented by the Aircraft Technical Support Association and the
Northwest Airlines Meteorology Association.  The airline hopes to
reach an agreement with the Transport Workers Union of America,
shortly.

                      Section 1113(e) Motion

The airline was unable to reach an interim agreement with the
International Association of Machinists and Aerospace Workers
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.

Mr. 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 Northwests efforts to
achieve a competitive labor cost structure," Steenland concluded.

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.


O'SULLIVAN IND: Agrees to Pay Ad Hoc Committee's Legal Fees
-----------------------------------------------------------
Kasowitz, Benson, Torres & Friedman LLP and Alston & Bird LLP
filed with the U.S. Bankruptcy Court for the Northern District of
Georgia a verified joint statement in accordance with Rule 2019(a)
of the Federal Rules of Bankruptcy Procedure.

Kasowitz and Alston represent an informal group of holders of the
10.63% Senior Secured Notes due 2008 issued by O'Sullivan
Industries, Inc., as legal advisors.

Kasowitz is a law firm of approximately 160 attorneys that
maintains its principal office at 1633 Broadway, in New York.  It
also maintains additional offices in Atlanta, Georgia; Houston,
Texas; Newark, New Jersey; and San Francisco, California.

Alston is a law firm of approximately 697 attorneys that maintains
an office at One Atlantic Center, 1201 West Peachtree
Street, in Atlanta, Georgia.  It also maintains additional offices
in Charlotte, North Carolina; New York, New York; Research
Triangle, North Carolina; and Washington, D.C.

The Senior Secured Noteholders are GoldenTree Asset Management
L.P., Mast Credit Opportunities I, (Master) Ltd., and BreakWater
Fund Management, LLC.  Each Senior Secured Noteholder acts on its
own behalf or on behalf of certain funds or accounts that it
manages.  The Senior Secured Noteholders collectively hold claims
arising under the Senior Secured Notes in the aggregate amount of
$84,350,000.

As counsel, Kasowitz assisted the Senior Secured Noteholders in
connection with discussions with O'Sullivan Industries Holdings,
Inc., and its debtor-affiliates prior to the Petition Date
concerning a financial restructuring of the Debtors' balance sheet
and the implementation of the financial restructuring in Chapter
11.  Alston was engaged to assist the Senior Secured Noteholders
and Kasowitz in connection with the Debtors' Chapter 11 cases.

Pursuant to an Adequate Protection Stipulation between the
Debtors and the Senior Secured Noteholders, the Debtors agreed to
pay the reasonable fees and expenses incurred by the Ad Hoc
Committee, including the fees and expenses of Kasowitz and
Alston.

David M. Friedman, Esq., Richard F. Casher, Esq., and Jeffrey R.
Gleit, Esq., at Kasowitz, and Dennis J. Connolly, Esq., at Alston
& Bird, provide representation to the Senior Secured Noteholders.
They assure the Court that neither Kasowitz nor Alston owns any
claims against or equity interests in any of the Debtors.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service, Inc., 215/945-7000)


POPE & TALBOT: Posts $8.8 Million Net Loss in Third Quarter
-----------------------------------------------------------
Pope & Talbot, Inc. (NYSE:POP) reported a net loss of $8.8 million
for the three months ended Sept. 30, 2005, compared with net
income of $7.8 million reported for the same period in 2004 and a
net loss of $7 million for the second quarter of 2005.  Revenues
were $212.7 million for the third quarter compared with $199.1
million for the third quarter of 2004, and earnings before
interest, taxes, depreciation and amortization was a negative $1.8
million, compared with EBITDA of $26.4 million one year ago.

"We are pleased with the performance and production improvements
of both our pulp and lumber mills; however, the year-to-year
decline in prices for the Company's lumber and pulp products,
foreign exchange driven cost increases, and continuation of the
lumber trade dispute have all lead to the continued erosion of
Pope & Talbot's financial performance," Mike Flannery, Chairman
and Chief Executive Officer, stated.

Pope & Talbot's third quarter 2005 pulp sales volume increased 11
percent, with pulp sales revenues largely unchanged, compared with
the third quarter 2004.

Pope & Talbot's third quarter 2005 lumber sales volume increased
41 percent, primarily due to the Fort St. James acquisition, with
wood products sales revenues increasing 14 percent, compared with
the third quarter of 2004.

                      Waiver Requirement

As of Sept. 30, 2005, the Company required and obtained waivers
from the other parties to its Halsey pulp mill leases to avoid a
violation of one of the financial covenants in those leases.  The
Company does not expect to be in compliance with the financial
covenants of those leases as of December 31, 2005, and therefore
will require a further waiver or amendment or other negotiated
resolution.

                         Dividend Action

On Nov. 3, 2005, the Company's Board of Directors suspended the
quarterly dividend to conserve the Company's net worth and cash
balances.

Pope & Talbot -- http://www.poptal.com/-- is dedicated to the
pulp and wood products businesses. The Company is based in
Portland, Oregon and trades on the New York stock exchange under
the symbol POP.  Pope & Talbot was founded in 1849 and produces
pulp and softwood lumber in the U.S. and Canada.  Markets for the
Company's products include: the U.S.; Europe; Canada; South
America; Japan; and other Pacific Rim countries.

                   *       *       *

As reported in the Troubled Company Reporter on Oct. 18, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on pulp and lumber producer Pope & Talbot Inc. to 'B+' from
'BB-' and its senior unsecured debt rating to 'B-' from 'BB-'.
The ratings were removed from CreditWatch where they were placed
with negative implications on June 9, 2005.  The senior unsecured
notes are rated two notches below the corporate credit rating,
reflecting the substantially disadvantaged position that unsecured
lenders have in the capital structure.  The outlook is negative.


PRAYER TOWER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Prayer Tower LLC
        309 20th Avenue N.E.
        Birmingham, Alabama 35215

Bankruptcy Case No.: 05-13320

Chapter 11 Petition Date: November 4, 2005

Court: Northern District of Alabama (Birmingham)

Judge: Benjamin G. Cohen

Debtor's Counsel: Leotis Williams, Esq.
                  P.O. Box 28244
                  Birmingham, Alabama 35228
                  Tel: (205) 335-3803

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


PRE-PAID LEGAL: S&P Rates Proposed $160 Mil. Senior Loans at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to legal service plan provider Pre-Paid Legal
Services Inc.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating and its '5' recovery rating to the company's proposed
$160 million senior secured credit facilities, indicating that
lenders can expect negligible recovery of principal in the event
of a payment default.  All ratings are based on preliminary
offering statements and are subject to review upon final
documentation.

Proceeds from the new credit facilities will be used to fund share
repurchases, to repay about $30 million in existing debt, and for
general corporate purposes.

The outlook is stable.  Standard & Poor's estimates that the Aka,
Oklahoma-based company will have about $163 million of total debt
outstanding upon the closing of the transaction.

The ratings on PPD reflect the company's narrow business focus,
limited size, dependence on a direct-selling model for new
customer acquisitions, regulatory restrictions, and the company's
aggressive financial policy.  Somewhat mitigating these factors
are PPD's leading market share within its niche segment and
consistent membership retention.

"Despite PPD's planned stock repurchases, we expect the company to
maintain credit protection measures appropriate for the rating.
If the company is unable to do so, the outlook could be revised to
negative.  Currently, upside potential on the ratings and outlook
are limited by the company's vulnerable business risk profile and
aggressive financial policy," said Standard & Poor's credit
analyst David Kang.


PRIMER BANCO: Moody's Affirms D+ Financial Strength Rating
----------------------------------------------------------
Moody's Investors Service affirmed the D+ financial strength
rating and Ba1 foreign currency deposit rating of Primer Banco del
Istmo, S.A. (Banistmo).  The affirmation follows the announcement
that Banistmo's shareholder, Grupo Banistmo, S.A. (GBSA), has
agreed to purchase between 51% and 60% of Inversiones Financieras
Bancosal S.A., the owner of Banco Salvadoreno, El Salvador's third
largest bank.

Moody's noted that Banistmo's ratings will not be affected by the
purchase, as the purchase is being undertaken by its financial
holding company.  The bank is also expected to maintain its target
capitalization levels.

GBSA's purchase will be financed through a bridge loan which will
later be replaced by longer term funding.  GBSA plans to issue
common shares in the near term.  Certain subsidiaries have plans
to issue preferred shares.

Moody's indicated that although the acquisition will be made at
the holding company level, consolidated leverage will increase
temporarily pending the group's capital raising activities.  In
addition, as the group's major earner, Banistmo will inevitably be
called upon to help service the bridge loan.  Nevertheless,
Moody's said that the debt service is well within the bank's
dividend capacity.

Moody's said that the acquisition is in line with the group's
regional expansion strategy.  GBSA will be entering the Salvadoran
banking market with an approximate 17% market share and a
substantial presence in both corporate and retail banking.
Moody's believes that the acquisition could result in a weakening
of GBSA's consolidated financials in the short term, given the
Salvadoran group's weaker profitability and asset quality.
However, the agency also opined that Banistmo's management has
established a solid track record in integrating major acquisitions
without damage to its franchise or funding access.  Moody's does
not currently rate Banco Salvadoreno.

The agency also said that GBSA's risk management structure will
continue to be challenged by its expanding and multiple
operations.  GBSA has been addressing this challenge by
centralizing and reinforcing its risk management structure and
cross-border exposure policies.

Primer Banco del Istmo (Banistmo) is the largest bank in Panama
and Central America, with consolidated assets of $6.6 billion and
equity of $661 million as of September 30, 2005.

These ratings were affirmed:

   * Bank financial strength rating: D+, with stable outlook

   * Long term foreign currency deposit rating: Ba1, with stable
     outlook

   * Short term foreign currency deposit rating: Not Prime


RADIO ONE: Earns $11.5 Million of Net Income in Third Quarter
-------------------------------------------------------------
Radio One, Inc. (NASDAQ:ROIAK and ROIA) reported results for the
quarter ended Sept. 30, 2005.

Net broadcast revenue was approximately $101.4 million, an
increase of 20% from the same period in 2004.  Operating income
was approximately $38 million, a decrease of 2% compared to the
same period in 2004.  Station operating income was approximately
$47.3 million, flat compared to the same period in 2004.  Both
operating income and station operating income include a non-cash,
one-time charge of approximately $5.3 million related to the
termination of the Company's national sales representation
agreements with Interep National Radio Sales, Inc.  Katz
Communications, Inc. agreed to pay the termination obligation and
is now Radio One's sole national sales representative.  The future
accounting for this payment to Interep by Katz will result in a
reduction to the Company's cost of sales over the four-year life
of the contract with Katz.  Excluding the impact of this one-time,
non-cash charge, the Company's operating income and station
operating income increased 12% and 11% respectively.

Net income applicable to common stockholders was approximately
$11.5 million, a decrease of 2% from the same period in 2004.
This decrease was due to the approximately $5.3 million one-time,
non-cash charge.

"This was another good quarter for Radio One," Alfred C. Liggins,
III, Radio One's CEO and President, stated.  "Our radio stations
outgrew our markets by 350 basis points and we posted solid
overall results, inclusive of Reach Media.  During the quarter, we
aggressively repurchased our common stock and expect that to
continue, and perhaps accelerate, through the end of the year.  We
are actively engaged in developing new ways to leverage our
powerful media platform and look forward to sharing a number of
new initiatives in the upcoming quarters.  We are prepared to
invest in our business to maintain the growth dynamics that we
have seen over the past decade although, of course, our future
growth will come from many different areas other than radio.  Some
of these investments may take a while to pay off, but for patient
investors, we think the rewards will be great."

Radio One, Inc. -- http://www.radio-one.com/-- is the nation's
seventh largest radio broadcasting company based on 2004 net
broadcast revenue and the largest radio broadcasting company that
primarily targets African-American and urban listeners.  Radio One
owns and/or operates 70 radio stations located in 22 urban markets
in the United States and reaches more than 13 million listeners
every week.  Radio One also owns approximately 36% of TV One, LLC,
a cable/satellite network programming primarily to
African-Americans, which is a joint venture with Comcast
Corporation and DIRECTV.  Additionally, Radio One owns 51% of the
common stock of Reach Media, Inc., owner of the Tom Joyner Morning
Show and other businesses associated with Tom Joyner, a leading
urban media personality, and programs "XM 169 The POWER" on XM
Satellite Radio.

                       *       *       *

As reported in the Troubled Company Reporter on June 15, 2005,
Radio One, Inc.'s $800 million senior credit facility is rated BB
by Standard & Poor's and a Ba2 by Moody's.  This new credit
facility is comprised of a $500 million 7-year revolving loan
commitment and a $300 million 7-year term loan commitment.  The
new credit facility will be used to refinance the Company's
existing senior credit facility and will support working capital
requirements and general corporate purposes.


RANGE RESOURCES: Moody's Upgrades Sr. Sub. Notes' Ratings to B2
---------------------------------------------------------------
Moody's upgraded to Ba3 from B1 Range Resources Corporation's
Corporate Family Rating and also upgraded from B3 to B2 Range's
senior subordinated note ratings.  The outlook is stable.

The upgrade reflects Range's cumulative progress in significantly
growing its reserves and production base through both the drillbit
and acquisitions to a scale and quality reflective of its new
ratings.  The upgrade also reflects the willingness and
demonstrated ability to issue sufficient equity for material
acquisitions which has enabled the company to keep leverage on the
proven developed reserves relatively stable despite the
significant growth.  Range has also achieved this growth while
thus far, maintaining a very competitive cost structure that along
with the continued roll-off of under market hedges and a very
supportive commodity price environment should deliver ample cash
flow support for management's stated intention of reducing debt
and funding its drilling program internally.

The upgrade also reflects the diversified portfolio with a solid
proven developed reserve life (approximately 8.8 years at
September 30, 2005) which provides a degree of durability and
cushion against potential negative production and reserve growth
surprises; and the improved drilling prospectivity of its
portfolio.

The ratings remain restrained at the Ba3 level by:

   * Range's still full, though improved leverage, measured by
     total debt/proven developed (PD) reserves and absolute long-
     term debt;

   * the lingering effect of some hedging at below market prices
     that will still hold back, though to a lesser degree, Range's
     free cash flow growth despite robust commodity prices;

   * event risk tied to the company's ongoing pursuit of
     acquisitions;

   * a still meaningful percentage of production from shorter-
     lived Gulf Coast properties; and

   * high future capital spending needed to bring proved
     undeveloped (PUD) reserves to production.

The stable outlook reflects Moody's expectation that Range will
continue to demonstrate:

   * sound organic drilling results measured by continued
     sequential quarterly production gains and reserve growth;

   * improved scale while maintaining a competitive cost
     structure; and

   * a balanced leverage profile.

Range's outlook could be changed to positive if it continues to
grow its scale in basins familiar to the company without
significantly increasing leverage on the PD reserves and the
company continues to utilize sufficient amounts of common equity
for any material acquisitions.  However, the outlook could come
under negative pressure if organic production and reserve growth
appears to be stalling; if Range experiences a significant
deterioration in its capital productivity and fails to maintain a
competitive cost structure, or completes largely debt-funded
acquisitions which pushes leverage on the PD reserves to higher
levels.

With a stable outlook, Moody's took these ratings actions for
Range:

   * Upgraded to Ba3 -- Corporate Family Rating

   * Upgraded to B2 - $150 million of 6.375% senior sub notes
     due 2015

   * Upgraded to B2 - $100 million 7.375% senior sub add-on notes
     due 2013

   * Upgraded to B2 - $100 million 7.375% senior sub. Notes
     due 2013

Over the past 18 months, Range has significantly increased the
scale and quality of its portfolio through an aggressive drilling
and acquisition program.  This growth has taken place primarily in
areas where Range already is operating or has extensive knowledge
of, thus reducing the risk of integration and eliminating the
learning curve usually experienced with many acquisitions.
Specifically, the company already had working knowledge of the
Great Lakes properties with its existing 50% interest which
required little integration effort.  These properties are
characterized as longer lived reserves and provide the company
with some lower risk drilling opportunities.

Since the beginning of 2004, Range has significantly expanded its
proved reserve base.  Total proved reserves have grown from 114
mmboe at the end of 2003 to about 210 mmboe pro-forma for the
recent Permian Basin acquisition.  PD reserve growth during that
time was also solid growing from 82.3 mmboe to approximately 132.4
mmboe.

In 2004, Range added over 25 mmboe through the drillbit with
extensions and discoveries replacing 217% of production at a very
manageable one-year drillbit F&D cost of $8.13/boe.  Since early
2004, Range has added almost 90 mm boe through acquisitions which
have cost more than $800 million but have been financed by almost
$350 million in equity issuance.

Most recently, in June, Range announced the acquisition of
properties in the Permian Basin for $114.3 million.  This
acquisition was the latest example of Range's willingness to issue
equity ($109 million) to preserve its capital structure.  In 2004,
Range sold almost 18 million shares generating $246 million
proceeds, much of which was applied to the $648 million of
acquisitions including the Appalachia properties and the 50% of
the Great Lakes properties Range did not already own.

This growth has also been completed at a competitive cost
structure.  In the most recent quarter, full-cycle costs jumped to
$24.45 per boe largely due to a spike in G&A/Barrel from $4.76 per
boe to $7.29 per boe.  This jump was largely the result of the non
cash charges related to the increase in the value of the stock
held in deferred compensation plans.  The company's three year-all
sources finding and development of $7.79 further reflects Range's
success in both growing and replacing production at a competitive
cost.

While Range has demonstrated impressive growth, Moody's notes that
a portion of the growth has come in the form of proven undeveloped
reserves.  PUDs have increased from 28% at the end of 2003 to
almost 37% pro-forma for the recent acquisition activity which has
also contributed to the fairly low F&D figures.  However, Moody's
expects some increase in the 2005 figure as the company develops
its PUDs combined with the general escalation in services costs
sector wide.  The company is also allocating more capital than in
the recent past to some of its riskier prospects.  For example,
the company has been drilling in the deeper horizon Trenton Black
River which thus far, has been a disappointment for some operators
and Range has allocated capital to some of its other newer plays
such as the gas shale play in Pennsylvania that still has to be
developed.  These prospects likely contain a significant learning
curve for the company and thus could contribute to a higher F&D.

While Range has maintained fairly adequate leverage during its
high growth, it still remains full for the ratings.  In spite of
significant equity issuance, the five acquisitions made since
December 2003 have utilized a large debt component, causing the
adjusted debt/PD reserves to climb from $4.54/boe at March 31,
2004 to $5.14/boe in Q2'04 before coming down to $4.92/boe at
September 30, 2005.  When including the PUD reserves and adding
back over $600 million of engineered capex (including the recent
Permian Basin acquisition), leverage on the total proved reserve
base jumps to $6.20/boe, which ranks among the highest among
Range's peers.

While Range continues to improve the diversification of its
reserves and production, there is still a material portion of
total production generated from the shorter-lived Gulf Coast
properties, inclusive of Gulf of Mexico.  Approximately 15% of
Range's total production is still derived from the Gulf Coast/Gulf
of Mexico region, which possesses a higher capital intensity and
reinvestment risk to keep that portion of production ahead of the
steep decline curve.

The proved developed reserve life (8.8 years) provides the company
with a relatively durable base from which the company can continue
to drill its inventory.  As the company plans to drill and develop
some of its newer plays in areas like the Pine Mountain CBM and
the shale gas play in PA, the base line reserve have some cushion
against potential disappointments in those plays.

Range Resources is headquartered in Forth Worth, Texas.


RECYCLED PAPER: S&P Junks $87 Million Senior Secured Term Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to alternative greeting card marketer Recycled Paper
Greetings Inc.

At the same time, Standard & Poor's assigned its 'B' bank loan
ratings and '2' recovery ratings to the company's proposed
$110 million senior secured first lien term loan due 2011 and
$20 million revolving credit facility due 2010.

In addition, Standard & Poor's assigned its 'CCC+' bank loan
rating and '5' recovery rating to the company's proposed
$87 million senior secured second lien term loan due 2012.

The ratings are based on preliminary terms and are subject to
review upon final documentation.  Net proceeds from the credit
facility, along with equity, will be used to finance Monitor
Clipper Partners' investment in RPG.  The outlook is stable.  Pro
forma for the transaction, the Chicago, Illinois-based company
will have $197 million in total debt outstanding.

The ratings on RPG reflect its leveraged financial profile, narrow
product focus, customer concentration and small size.

"Given the company's relative size disadvantage and vulnerable
business risk profile, we expect RPG to strengthen credit measures
and reduce leverage to less than 5x by fiscal year-end 2007 to
maintain a stable outlook and current ratings," said Standard &
Poor's credit analyst Alison Sullivan.


REFCO INC: Court Clarifies Bidding Procedures for Asset Sale
------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 31, 2005, the U.S. Bankruptcy Court for the Southern District
of New York entered an order on Oct. 26, 2005, which significantly
modified Refco Inc., and its debtor-affiliates' proposed bidding
procedures with respect to the sale of their regulated commodities
futures merchant business.

Each offer, solicitation or proposal by a Potential Bidder must
satisfy each of the conditions of the Court-approved Bidding
Procedures to be deemed a "Qualified Bid" and for the Potential
Bidder to be deemed a "Qualified Bidder".

A full-text copy of the Court-approved Bidding Procedures is
available for free at http://researcharchives.com/t/s?298

               Court Clarifies Bidding Procedures

Following a chambers conference on November 2, 2005, involving
the proposed counsel for the Debtors, the proposed counsel for
the Official Committee of Unsecured Creditors, and the United
States Trustee, the Court finds that the Bidding Procedures need
to be clarified to enhance its efficiency and maximize the value
of the regulated commodities futures merchant business through
the contemplated auction process.

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court rules that the Debtors don't have to deliver to
the Qualified Bidders all Qualified Bids received, a copy of the
Bid the Debtors determine to be the best or otherwise highest at
the time and which the Debtors intend to use as the initial Bid to
commence the Auction will suffice.

The Debtors will conduct the Auction in a manner determined to
maximize the value of the Acquired Businesses, which may include
separate discussions with Bidders while the Auction is pending to
help clarify and develop Bids.  However, Judge Drain says, all
formal Overbids and the Successful Bid will be announced and
recorded as provided in the Bidding Procedures.

The Debtors have discretion to require that every Bid will
include a provision that it remains open and irrevocable until
the earlier to occur of:

    (a) consummation of the sale of the Acquired Businesses; and

    (b) 25 days from entry of the Sale Order.

The Debtors will announce at the conclusion of the Auction the
identity of the Successful Bidder and the terms of the Successful
Bidder's Bid.  In addition, the Debtors will announce at the
conclusion of the Auction the identity of the Bidder and the
terms of its Bid, which the Debtors consider as next highest or
best Bid.

At the Sale Hearing, the Debtors may seek authorization and
approval with respect to the Back-up Bid's specific terms.  In
the event the transaction with the Successful Bidder does not
close, the Debtors may seek to close the transaction contemplated
by the Back-up Bid without further Court order other than the
order approving the Back-up Bid as considered at the Sale
Hearing.

Furthermore, the Purchase Agreement of the Successful Bidder will
include a provision for a substantial cash deposit, which will be
received by the Sellers prior to the commencement of the Sale
Hearing.

The Debtors reserve the right to seek approval of the Back-up Bid
at the Sale Hearing if the Successful Bidder's Deposit has not
been received prior to the commencement of the Sale Hearing, in
which case the Debtors may seek to adjourn the Sale Hearing to
confirm receipt of the Back-up Bidder's Deposit.

The Sellers may reject any Bid that does not conform to the
bankruptcy laws, or that is contrary to the best interests of the
Sellers and the Debtors' estates and creditors.

The Debtors and Sellers, as the case may be, will consult with
representatives of the Creditors' Committee when making any
determinations or announcements, and exercising their discretion
as contemplated by the Bidding Procedures Order and the Bidding
Procedures.

            CFTC Tackles Law Enforcement Immunity

The Commodity Futures Trading Commission objects to any
individual term of the Sale that would require that Refco, LLC,
and its officers be insulated from liability for any past
wrongdoing.

The Trading Commission is an agency of the United States,
responsible for regulation of the futures markets and enforcement
of the provisions of the Commodity Exchange Act.

Refco LLC is a non-debtor subsidiary registered with the Trading
Commission and operates as a futures commission merchant.

"While we do not intend to suggest anything negative about the
conduct of the firm, no person or company is above the law,"
Glynn L. Mays, CFTC Senior Assistant General Counsel, tells the
Court.  "The commercial sale of a business cannot be premised on
a grant of immunity from ordinary law enforcement."

The Trading Commission also objects to any term that would
compromise the legal protections the Commodity Exchange Act
provides to customers that entrust their funds to a futures
commission merchant.  Any customer that proves that it provided
funds "to margin" or "guarantee" or "secure" its trades with the
futures commission merchant is entitled to the statutory
protection of its funds.

Ms. Mays argues that Refco Inc.'s proposal in the Purchase
Agreement provides for an injunction against any investigation or
law enforcement action against the FCM entity, and certain
individuals, "arising out" of or "related to" or "resulting from"
an excluded or "channeled" claim, whether actions for monetary
relief or other sanctions.

The type of claims covered by those provisions of the Purchase
Agreement, Ms. Mays explains, could include claims for
unauthorized trading, embezzlement or theft of funds or
property.  She notes that these CEA offenses could lead to
criminal or civil sanctions against the culpable actors.

Moreover, a finding of violation of those provisions, whether
in a civil or criminal proceeding, is a statutory
disqualification from registration of under the CEA.

Ms. Mays contends that the proposed channeling injunction even
purports to bar certain congressional investigations.  The
Trading Commission doubts that a bar, or even the lesser bar
against agency investigations, is constitutionally defensible or
consistent with any purpose of the Bankruptcy Code.

Accordingly, the Trading Commission asks Judge Drain to reject
out of hand any attempt to have it issue orders purporting to
grant any type of law enforcement immunity to any person or
entity.

In the CEA, Congress has established a comprehensive scheme
designed to protect the integrity and efficient functioning of
commodity futures markets and to safeguard the funds of futures
customers.

Ms. Mays further relates that current information suggests that
Refco LLC meets, and in fact exceeds, all capital and customer
funds requirements.  "Bankruptcy court intervention into the
affairs of a non-bankrupt FCM, as part of the reorganization of
its parent, disrupts the regulatory scheme and will adversely
affect the relationship between the FCM and its counterparties."

                        Auction Today

Bloomberg News reports that Refco received at least five bids
before the Bid Deadline.  While the company didn't identify the
bidders, these parties expressed interest in acquiring Refco's
Futures Trading Business:

    (1) Man Group PLC
    (2) Alaron Trading Corp.
    (3) Dubai government and California billionaire Ronald Burkle
    (4) Interactive Brokers Group LLC

In a statement posted on its Web site, Man Group plc confirmed
that Man Financial, its Brokerage business, has submitted a bid
to acquire certain of the operations and assets of Refco Inc.
being auctioned under the US bankruptcy process.

Tom Becker and Ann Saphir, writing for Bloomberg, report that
J.C. Flowers & Co. and Cerberus Capital Management LP plan to
join the bidding.  J.C. Flowers is reconsidering the withdrawal
of its offer.

Tradelink LLC and Apollo Management LP bowed out of the bidding
process.

Refco is expected to hold an auction today, November 9, 2005.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REFCO INC: Panel Wants Court to Order Parties to Produce Documents
------------------------------------------------------------------
Luc A. Despins, Esq., at Milbank, Tweed, Hadley & Mccloy LLP, in
New York, tells the Honorable Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York that
investigation of the nature and full scope of the fraud committed
by Phillip R. Bennett, Refco's Chairman and Chief Executive
Officer, and any co-conspirators is ongoing by various government
agencies.

To recall, Refco, Inc., announced on October 10, 2005, that it
had discovered, through an internal review, a previously
undisclosed receivable owed to Refco Inc., and its debtor-
affiliates by Refco Group Holdings, Inc., an entity controlled by
Mr. Bennett, for approximately $430,000,000.  The receivable had
not been shown as a related-party transaction in Refco's prior
financial statements or in the Registration Statement and
Prospectus filed in connection with Refco's initial public
offering completed on August 16, 2005.

Refco subsequently disclosed in an October 12, 2005, press
release that the debt had not been shown as a related-party
transaction because Mr. Bennett had caused Refco to engage in a
series of transactions designed to disguise the related-party
nature of the receivable by temporarily paying off the debt and
transferring it from Refco Group to another entity unrelated to
Refco.

Mr. Bennett was arrested on October 12, 2005, after the United
States Attorney for the Southern District of New York filed a
criminal complaint against him for securities fraud.  He is
currently free on a $50-million bail.

Based on the government's allegations, Mr. Despins notes, it
appears that the fraud was designed primarily to conceal from
investors hundreds of millions of dollars in uncollectible debts
owed to Refco by unrelated third parties.  Refco has stated
publicly that the scheme could have commenced as early as 1998.

At some point before or after 1998, Mr. Despins continues, Mr.
Bennett caused the uncollectible obligations to be transferred to
Refco Group.  According to the Criminal Complaint, to avoid
reporting the debt from Refco Group to Refco, toward the end of
every relevant quarter, Refco Capital Management, Ltd., or
another Refco subsidiary, would extend loans to one of several
hedge funds, including Liberty Corner Capital Strategies LLC,
that would, in turn, lend funds to Refco Group to enable it to
pay down the debt it owed to Refco.  Refco Group would pay down
the debt prior to the end of the quarter.  The parties would then
unwind the entire transaction a few days into the next quarter.

The Criminal Complaint alleged that the effect of those
transactions was to convert, at the end of each accounting period
and for bookkeeping purposes only, an obligation from Refco Group
to Refco into an obligation from the hedge funds.  However, Refco
Group held the obligation to Refco for the remainder of each
period.

Mr. Despins further states that the transactions identified in
the Criminal Complaint related to Mr. Bennett's efforts to
conceal the related-party receivable then in existence between
Refco and Refco Group -- amounting to $335,000,000 -- on Feb. 28,
2005, the end of Refco's 2004 fiscal year.

The Criminal Complaint indicated that to conceal the receivable
over that year-end period, RCM loaned to Liberty Corner
$335,000,000 on February 23, 2005, on terms that required the
payment of interest and repayment in full by Liberty Corner on or
before March 8, 2005.

On the same date, Liberty Corner loaned to Refco Group
$335,000,000, with that loan also requiring repayment on or
before March 8, 2005.  The interest rate on the loan from Liberty
Corner to Refco Group was 75 basis points higher than the
interest rate on the loan from RCM to Liberty Corner, thus
ensuring a profit for Liberty Corner.

Mr. Bennett also caused Refco Group, Ltd., to guarantee repayment
of the loan from Liberty Corner to Refco Group.  In turn, Refco
Group used the proceeds of the loan from Liberty Corner to repay
the relevant portion of its existing debt to Refco.

The result of that transaction, Mr. Despins relates, was to
substitute, at the end of the accounting period, a $335,000,000
debt to Refco from Liberty Corner for a $335,000,000 debt to
Refco from Refco Group.  When the accounting period closed, the
entire transaction was, according to the Criminal Complaint,
unwound by Refco making a second loan to Refco Group to repay
Liberty Corner, and Refco Group being returned to its position as
the debt holder to Refco for the remainder of the fiscal quarter.

Based on the Criminal Complaint's allegations, Refco engaged in
similar transactions over, at a minimum, the quarters ending
May 31, 2005, November 30, 2004, and August 31, 2004.  In each of
those periods, the Criminal Complaint alleges that a Refco entity
made short-term loans, in amounts ranging up to $545,000,000, to
various Refco customers who in turn loaned the same sum to Refco
Group, with a guarantee by another Refco entity.  In each case
those transactions allowed Refco Group to eliminate temporarily
its debt to Refco as of the end of the quarterly reporting
period, replacing Refco Group's debt with debt from a Refco
customer.

Under the Criminal Complaint, those transactions allowed Mr.
Bennett to hide the related-party nature of Refco Group's
continuing indebtedness to Refco.

In a press release dated October 10, 2005, the Debtors announced
that their financial statements, as of, and for the periods
between February 28, 2002, and May 31, 2005, taken as a whole,
for each of Refco, Refco Group Ltd., and Refco Finance,
Inc., should no longer be relied upon.

                        Damage to Refco

On October 10, 2005, after the Bennett Receivables Scheme was
disclosed, Refco Group and Mr. Bennett repaid in full Refco
Group's indebtedness to Refco.  According to the Criminal
Complaint, Refco Group's repayment was made from the proceeds of
a loan obtained by Refco Group and Mr. Bennett from a "foreign
bank," which, based on published reports, was BAWAG P.S.K. Group
-- Austria's fourth largest bank and the one-time holder of a 10%
equity stake in Refco.  Notwithstanding that repayment, the
damage to Refco and the Debtors as a consequence of the fraud had
already been done and set in motion.

Mr. Despins tells Judge Drain that the public disclosure of those
events precipitated a crisis of confidence among the Debtors'
customers, counter-parties and others with whom the Debtors do
business resulting in customer defections and disruptions in the
Debtors' business.

On October 13, 2005, the Debtors announced that the operations of
their regulated subsidiaries were substantially unaffected by
those events and that the business at those regulated
subsidiaries was being conducted in the ordinary course,
including deposits and withdrawals by customers of segregated
funds.

The Debtors also announced that the liquidity within their non-
regulated subsidiary, RCM, which represents a material portion of
the Debtors' business, was no longer sufficient to accommodate
customer withdrawals.  The Debtors, therefore, imposed a 15-day
moratorium on the withdrawal of customer accounts from RCM to
protect the value of the enterprise and began efforts to
stabilize the Debtors' business.  These efforts, Mr. Despins
points out, culminated in the filing of the Debtors' Chapter 11
cases on October 17, 2005.

                  Insider and IPO-Related Claims

Mr. Despins notes that apart from the Bennett Receivables Scheme,
there are substantial questions to be answered concerning the
structure, cost and effects of the investment in Refco by Thomas
H. Lee Partners in June 2004 and Refco's IPO in August 2005.
Refco's employees, officers and directors, and others, appear to
have received substantial returns as a result of those
transactions, and investigation into the propriety of those
payments is appropriate, Mr. Despins asserts.

Specifically, Mr. Bennett and Tone Grant, Refco's CEO before Mr.
Bennett, shared, according to the Debtors' public filings, in a
$550,000,000 payment out of the proceeds of Lee Partners'
investment.  In addition, according to published reports, Robert
Trosten, Refco's former Chief Financial Officer, received a
substantial payment when he left Refco.

Moreover, Mr. Despins notes that Refco insiders appear to have
profited greatly from the IPO.  The Official Committee of
Unsecured Creditors is still investigating the details of the
distributions of proceeds of the IPO to insiders, but published
reports suggest that substantial sums were paid to, among others,
Mr. Bennett and Santo Maggio, Refco Securities' former CEO.

All of the Insider Payments, which stripped the Debtors of much
of the cash raised in the IPO and before, are currently under
investigation by the Creditors Committee and may be subject to
challenge or avoidance on fraudulent transfer or other grounds.

         Creditors Committee Seeks Document Discovery

The Committee seeks the Court's authority to obtain the
production of documents from Refco's current directors and former
officers and employees, third party investors, counterparties,
other participants, and Refco's accountants and attorneys,
concerning:

    (i) the Debtors' property;

   (ii) the Debtors' assets, liabilities and financial condition;

  (iii) matters that may affect the administration of the
        Debtors' estates; and

   (iv) the identification and prosecution of certain potential
        claims against third parties by a representative of the
        Debtors' estates.

Based solely on the Debtors' public statements and the Criminal
Complaint, the Committee affirms that the Respondents appear to
have been involved directly and indirectly in, or to have
material information concerning, the various activities that
resulted in the Debtors' rapid demise, including:

    -- the Bennett Receivables Scheme;

    -- the Insider Payments; and

    -- fraudulent accounting practices related to the Bennett
       Receivables Scheme, some or all of which may have been
       used, according to the Criminal Complaint, to conceal 13
       Refco's actual financial condition from the investing
       public for the Respondents' benefit.

Specifically, the individuals or entities from whom documents are
sought are:

    * Phillip Bennett,
    * Tone Grant,
    * Santo Maggio,
    * Robert Trosten,
    * Thomas H. Lee,
    * David V. Harkins,
    * Scott L. Jaeckel
    * Scott A. Schoen,
    * Ronald L. O'Kelley,
    * Nathan Gantcher,
    * Leo R. Breitman,
    * Refco Group,
    * Lee Partners,
    * Liberty Corner,
    * Mayer Brown Rowe & Maw LLP,
    * BAWAG P.S.K. Group, and
    * Grant Thornton LLP.

                   Areas of Requested Discovery

According to Mr. Despins, Refco's overall corporate and capital
structures are exceedingly complex.  Refco's public filings
allude to $2.55 billion of investments in and advances to
subsidiaries, and Refco's management readily acknowledges that,
in light of the nature of its business, hundreds of millions of
dollars flowed between and among Refco entities on a daily basis.
To carry out its investigatory duties under Section 1103(c) of
the Bankruptcy Code, the Committee must obtain broad-ranging
discovery as to the workings of the Debtors' cash management
system and the intercompany flow of funds, including, the Bennett
Receivables Scheme and the Insider Payments.

Based on the Criminal Complaint and the Debtors' public
statements, there appear to have been material deficiencies in
the Debtors' accounting and regulatory policies.

"Plainly," Mr. Despins avers, "the Bennett Receivables Scheme
could not have gone undetected for as long as it did if
appropriate controls had been in place."

The Debtors' auditor has acknowledged in Securities and Exchange
Commission filings that there were "significant deficiencies" in
Refco's internal controls, including a shortage of staff to
prepare its financial statements and a lack of established
procedures for closing Refco's books each quarter.

Customers have also raised issues regarding the treatment of and
accounting for purported customer securities and cash.
Investigators raised issues regarding compensation and IPO
payouts to certain current and former officers.  To assess
adequately these and other allegations and to determine whether
they give rise to any claims on behalf of the Debtors against
certain Respondents or others, the Committee needs to conduct
discovery regarding:

    (a) the oversight of Refco's operations by its Board of
        Directors and management;

    (b) Refco's accounting, customer property, and compensation
        practices and the Respondents' knowledge; and

    (c) Refco's approval and management of the transactions and
        practices under investigation, including, most notably,
        the Bennett Receivables Scheme and the Insider Payments.

The Committee requires the discovery to assess fully whether the
Debtors have claims against some or all of the Respondents
arising out of Lee Partner's investment in Refco and the IPO.

                 Document Discovery is Appropriate

The Committee believes that the discovery sought is narrowly
tailored to the factual matters raised or implicated by the
various issues and events that precipitated the Chapter 11 cases.
The requests are, however, broad enough to permit the Committee
to perform the investigation it is obligated to perform.

Mr. Despins assures Judge Drain that subpoenas and document
requests will not be burdensome and can be achieved without undue
hardship in the time period requested.

Importantly, the Committee does not, at this time, seek discovery
from the Debtors or from any of its current officers because the
Committee recognizes that the Debtors' current management is
engaged in an effort to sell a substantial portion of the
Debtors' assets.  The Committee believes that the goal of
maximizing value for all creditors would best be served by
permitting management to focus its energies on the sale process
for the foreseeable future.

The Committee reserves its right to seek depositions of the
individuals and entities at a future date, as well as its right
to serve supplemental and additional document requests at a later
date.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


RELIANCE GROUP: Creditors Panel Advises Court on Executory Pacts
----------------------------------------------------------------
On behalf of the Official Unsecured Creditors Committee, Brian E.
Goldberg, Esq., at Orrick, Herrington & Sutcliffe, in New York
City, advises the U.S. Bankruptcy Court for the Southern District
of New York that there "are currently no executory contracts not
being rejected" under the First Amended Plan of Reorganization for
Reliance Group Holdings, Inc.

The Committee filed the First Amended Plan and Disclosure
Statement on Sept. 21, 2005, which provides the estimated claim
amount for these Classes:

     Class                                    Estimated Amount
     -----                                    ----------------
     Class 2 Secured Claims                               $0
     Class 3a Senior Bondholder Claims          $320,700,869
     Class 3b Subordinated Bondholder Claims    $190,307,317
     Class 5 Subordinated Claims                   Uncertain

Assuming that neither significant litigation nor objections are
filed with respect to the Plan and assuming the Plan is confirmed
by November 30, 2005, the Creditors' Committee estimates that
unpaid Professional Compensation and Reimbursement Claims as of
the Effective Date should approximate $2,000,000.

A full-text copy of the Creditors' Committee's First Amended Plan
of Reorganization for RGH is available for free at
http://ResearchArchives.com/t/s?23b

A full-text copy of the First Amended Disclosure Statement
accompanying the Plan is available for free at
http://ResearchArchives.com/t/s?23c

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)


REVERE INDUSTRIES: S&P Junks $55 Million Senior Secured Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to industrial components manufacturer Revere
Industries LLC.  At the same time, a 'B' rating and a '2' recovery
rating were assigned to both the firm's $25 million, five-year
senior secured first-lien revolving credit facility and to its
$110 million, six-year senior secured first-lien term loan.  A
'CCC+' rating and a '5' recovery rating were assigned to the
firm's $55 million, 6.5-year senior secured second-lien term loan.
The outlook is stable.

Proceeds from the new credit facilities will be used to refinance
the company's existing debt.  Total debt outstanding at close of
the proposed transactions will be approximately $165 million.

"The ratings reflect Westfield, Indiana-based Revere's vulnerable
business profile as a small manufacturer of plastic and metal
components that operates in highly fragmented niche markets," said
Standard & Poor's credit analyst Daniel R. DiSenso.  "The ratings
also reflect the company's highly leveraged capital structure and
its thin cash flow protection."

Privately held Revere manufactures a diverse line of engineered
components for industrial applications.  The company is a roll-up
of four Charter Oak Capital Partners portfolio firms, and it is
operating through four business segments: rolled aluminum, plastic
injection molding, aluminum casting, and powdered metallurgy.

Revere benefits from well-established business positions, and a
significant portion of its sales come from products with leading
niche market shares.  The company's focus on custom-engineered
components helps it foster long-term customer relationships, and
it is often a key supplier to its clients.  Still, customer
concentration is a key risk factor -- its top customer accounts
for 23% of sales, while the top 10 customers account for 52% of
sales.

Also, Revere's geographic diversity is limited, as virtually all
of its sales are based in North America, although two foreign
joint ventures will provide it with a platform to expand product
sales internationally.

The company's diverse end markets and relatively broad product
range lend a measure of stability to earnings and cash flow
generation, tempering the cyclical swings in important end
markets.  These markets include major appliances, food packaging,
and diesel engines.  Although Revere faces volatile costs for raw
materials such as aluminum and plastics, it has demonstrated an
ability to pass through most cost increases.


RH DONNELLEY: S&P Rates Proposed $2.2 Billion Senior Loan at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Dex
Media Inc. and its operating subsidiaries -- Dex Media West LLC
and Dex Media East LLC, including the 'BB-' corporate credit
ratings.

Standard & Poor's removed ratings on the Dex family of companies
from CreditWatch with negative implications, where they were
placed on Oct. 3, 2005, following R.H. Donnelley Corp.'s
announcement it would acquire Dex for about $4.2 billion plus the
assumption of debt totaling $5.4 billion as of September 2005.
The outlook is stable for the Dex entities.

Following the close of the acquisition, Standard & Poor's would
lower its ratings one notch on RHD and its operating subsidiary
R.H. Donnelley Inc., including its corporate credit ratings to
'BB-' from 'BB', with a stable outlook.

In addition, Standard & Poor's assigned its 'BB' bank loan rating
and '1' recovery rating to RHD Inc.'s proposed $2.2 billion senior
secured credit facility, which includes the $350 million add-on
term loan facility, reflecting the expectation for full recovery
in a simulated payment default scenario.  Dex West's proposed $1.7
billion senior secured credit facility, which includes the $503
million add-on term loan facility, was also assigned a 'BB' bank
loan rating along with a '1' recovery rating.

Proceeds from the add-on term loan facilities will be used to
partially finance the Dex acquisition and related fees and
expenses totaling $2 billion, to redeem $332 million of the
company's remaining preferred shares outstanding from partnerships
affiliated with the Goldman Sachs Group, and to refinance
existing debt.  RHD will issue $2.4 billion in common equity to
complete the financing of the Dex acquisition.  Standard & Poor's
expects the company to issue additional debt to complete the
funding of these transactions.

After the close of the acquisition, the corporate credit ratings
on RHD and Dex entities would be rated the same, at 'BB-',
reflecting the consolidated credit quality of the ultimate parent
company RHD, a holding company with no direct operations and
significant debt that has to be serviced by the cash flows of RHD
Inc., Dex West and Dex East.  While RHD Inc., Dex West, and Dex
East have different financial profiles with separate financing
structures, the operations of the entities are expected to be
managed as one company with the same senior management team.


SBA COMMS: SBA Unit Prices Offering of $405 Million Certificates
----------------------------------------------------------------
SBA Communications Corporation (Nasdaq: SBAC) reported that SBA
CMBS-1 Depositor LLC, an indirect subsidiary of SBA, has priced an
offering of $405 million of Commercial Mortgage Pass-Through
Certificates, Series 2005-1 that will be issued by SBA CMBS Trust
in a private transaction.

The offering will consist of various subclasses of Certificates,
which will have an anticipated contract weighted average fixed
interest rate of 5.6%, and an effective weighted average fixed
interest rate to the borrower of 4.8% on a GAAP basis after giving
effect to hedging arrangements entered in contemplation of the
transaction.  The Certificates are expected to be rated investment
grade and will have an expected life of five years with a final
repayment date in 2035.  SBA expects the offering to close on
November 18, 2005.

The net proceeds received from this offering will be used to
purchase the loan from the existing lenders under the outstanding
credit facility of SBA Senior Finance, Inc., a subsidiary of SBA,
to fund reserves and pay fees and expenses.  The remainder of the
net proceeds will be distributed to SBA Senior Finance, Inc. who
may distribute it or contribute it to any other SBA entity or use
it for any purpose.

Based in Boca Raton, Florida, SBA Communications --
http://www.sbasite.com/-- owns and operates over 3,000 wireless
communication towers in the US and had LTM revenues of
$245.8 million.

                        *      *      *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Moody's Investors Service placed the ratings of SBA Communications
and subsidiaries on review for possible upgrade, as outlined
below.  This ratings action is based upon the company's recent
sale of common equity and dedicating the proceeds to the
repurchase of approximately $120 million of debt.

The ratings placed on review are:

SBA Communications Corp.:

   * Corporate family rating of B2
   * 8.5% Senior Notes due 2012 rated Caa1
   * SBA Telecommunications, Inc.
   * 9.75% Senior Discount Notes due 2011 rated B3

SBA Senior Finance, Inc.:

   * $75 million senior secured revolving credit facility due 2008
     rated B1

   * $325 million senior secured term loan due 2008 rated B1


SECOND CHANCE: Doesn't Want Case Converted to Chapter 7
-------------------------------------------------------
As previously reported, class plaintiffs in the action entitled
"Steven W. Lemmings and City of Pryor Creek v. Second Chance Body
Armor, Inc., et al.", pending in the District Court (Case No. CJ-
2004-62) in and for Mayes County, Oklahoma, asked the U.S.
Bankruptcy Court for the Western District of Michigan to convert
Second Chance Body Armor, Inc.'s chapter 11 case to a chapter 7
liquidation proceeding after the Debtor completed the sale of its
assets on July 29, 2005.

The Debtor opposes the class plaintiffs' request.  Second Chance
explains that it has drafted a consensual liquidation plan.  The
proposed plan and the disclosure statement has been submitted to
the Official Committee of Unsecured Creditors for approval.  The
Debtor believes that a plan approved by the Committee will have
the best chance for confirmation.

The Debtor asserts that distribution of funds to creditors will be
more efficient and expeditious under a chapter 11 plan than under
a chapter 7 liquidation proceeding.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- manufactures wearable and soft
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515)
after recalling more than 130,000 vests made wholly of Zylon, but
it did not recall vests made of Zylon blended with other
protective fibers.  Stephen B. Grow, Esq., at Warner Norcross &
Judd, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets and liabilities of $10 million to $50 million.
Daniel F. Gosch, Esq., at Dickinson Wright PLLC, represents the
Official Committee of Unsecured Creditors.


SONICBLUE INC: Continues Nanci Salvucci's Employment as Controller
------------------------------------------------------------------
SONICblue Incorporated, its debtor-affiliates and the Official
Committee of Unsecured Creditors inked a stipulation continuing
the employment of Nanci Salvucci as the Company's controller from
Nov. 1, 2005, through June 30, 2006.

Ms. Salvucci is currently employed by the Debtors to assist with
the wind down and liquidation of the Debtors' estates.  She
started working for the Company on May 1, 2003, following the
completion of the sale of the Debtors' primary consumer electronic
product lines.

In addition to her current responsibilities, Ms. Salvucci will:

     (i) maintain the Debtors' books and records;

    (ii) prepare the Debtors' monthly reports for filing with the
         office of the United States Trustee;

   (iii) prepare all other reports, with the assistance of counsel
         as needed, required by the Court and the U.S. Trustee;

    (iv) assist in objecting to claims, including analyzing proofs
         of claims filed by creditors and providing the Debtors
         and the Committee with data and documents, to enable them
         to file objections to objectionable claims; and

     (v) provide information and documents necessary for the
         Debtors and the Committee to file and prosecute avoidance
         causes of action, including complaints to recover
         preferential payments and fraudulent conveyances.

The Debtors will retain Ms. Salvucci on an hourly and as needed
basis.  The Debtors expect Ms. Salvucci to work 10 to 20 hours per
week while the claims objection process and prosecution of
avoidance causes of action are active, and transitioning to less
than 10 hours in the coming weeks.

The Debtors will pay Ms. Salvucci $175 per hour with benefits
limited to covering COBRA payments for health and dental insurance
as required.

Headquartered in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The Company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems, Inc., ReplayTV, Inc., and Sensory Science
Corporation, filed voluntary petitions for bankruptcy under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of California,
San Jose Division (Case No. 03-51775).  When the Debtors filed
for protection from their creditors, they listed total assets of
$342,871,000 and total debts of $335,473,000.


SOYODO GROUP: Posts $202,546 Net Loss in Quarter Ended Sept. 30
---------------------------------------------------------------
Soyodo Group Holdings, Inc., fka TOP Group Holdings, Inc.,
delivered its financial results for the quarter ended Sept. 30,
2005, to the Securities and Exchange Commission on Nov. 1, 2005.

Soyodo incurred a $202,546 net loss on $327,541 of revenues for
the nine months ended Sept. 30, 2005, as compared to a $9,023 net
loss on zero revenues for the same period in 2004.

The Company's balance sheet showed $1,123,671 of assets at
Sept. 30, 2005, and liabilities totaling $1,159,005, resulting in
a stockholders' deficit of 35,334.  As of Sept. 30, 2005, the
Company had approximately $18,568 in operating capital, sourced
from a long-term loan of $180,000 made by Song Ru-hua and an
Eastwest bank loan of $119,070.

In the second quarter of 2005, Soyodo commenced a chain of member-
only stores in locations with large Chinese immigrant populations,
offering Chinese culture-related merchandise including books,
pre-recorded CDs, stationery, gifts, and sports goods.  As of
Sept. 30, 2005, the Company has leased six store locations in
California and Illinois, of which four were up and running.

                       Going Concern Doubt

Michael Johnson & Co. expressed substantial doubt about Soyodo's
ability to continue as a going concern after it audited the
Company's financial statements for the years ended Dec. 31, 2004,
and 2003.  The auditing firm pointed to the Company's zero
revenues from operations and its $82,788 working capital
deficiency as of Dec. 31, 2004.


TEAM HEALTH: Debt Use Cues S&P to Affirm Ratings & Remove Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its existing ratings
on Knoxville, Tennessee-based Team Health Inc., including 'B+'
corporate credit rating) and removed them from CreditWatch.  The
ratings were placed on CreditWatch with negative implications
Oct. 17, 2005, following the company's announcement of its
agreement to be acquired by The Blackstone Group for approximately
$1 billion.  The rating outlook is negative.

At the same time, Team Health's $500 million secured bank
financing was assigned a bank loan rating of 'B+' with a recovery
rating of '2', indicating the expectation for substantial
80%-100% recovery of principal in the event of a payment default.

In addition, Standard & Poor's assigned its 'B-' rating to the
company's proposed $265 million of senior subordinated notes
maturing in 2013.

Proceeds from the term debt and subordinated notes, along with
$363 million of equity, will be used to fund Blackstone and
management's LBO of Team Health.  The company is a provider of
outsourced physician staffing and administrative services.

"The ratings predominantly reflect Team Health's extensive use of
debt and its significant operating leverage," said Standard &
Poor's credit analyst Jesse Juliano.  "The ratings also reflect
the risks associated with the company's narrow operating focus.
Team Health is exposed to potential reimbursement and cost
pressures, including fluctuations in professional liability costs;
we remain concerned about the company's ability to maintain its
recent operating performance improvements.  These issues are
partly mitigated by Team Health's strong competitive position in
its specialized field; positive trends in pricing, patient
volumes, and insurance cost management; and the company's ability
to generate sufficient cash flow to reduce debt."


TECO: Reorganized Debtors File First Post-Confirmation Report
-------------------------------------------------------------
At the U.S. Bankruptcy Court for the District of Arizona's
directive, Gila River Power, L.P., formerly known as Panda Gila
River, L.P., Union Power Partners, L.P., Trans-Union Interstate
Pipeline, L.P., and UPP Finance Co., LLC, filed separate post-
confirmation reports for the quarter ending September 30, 2005.

The Reorganized Debtors project that they will be able to comply
with all terms of the Confirmed Plan of Reorganization, which
became effective on June 1, 2005.  The Reorganized Debtors inform
the Court that all transactions contemplated under the Plan have
been completed.  Hence, the Reorganized Debtors believe that
there are no factors that will materially affect their ability to
obtain a final decree closing their Chapter 11 cases.

Panda Gila and Union Power report that the only remaining claims
to be paid are priority claims for property taxes that have not
yet become due and payable.

Trans-Union and UPP Finance report that they do not have payments
due under the Plan.

Panda Gila and Union Power continue to make payments under the
Plan.  They believe that there will be sufficient funds to pay
the claims as and when they become payable.

                      Gila River Power L.P.
                     Summary of Disbursements
                Quarter Ending September 30, 2005

A. Disbursements made under the Plan                  $4,603,738

B. Disbursements not under the Plan                   79,691,164
                                                     -----------
   Total Disbursements                               $84,294,902


                      Gila River Power L.P.
          Summary of Amounts Distributed Under the Plan
               Quarter Ending September 30, 2005

A. Fees and Expenses:

                                          Paid as of
                            3rd Quarter    09/30/05      Balance
                            -----------   ----------     -------
   Disbursing Agent
   Compensation                      $0           $0          $0

   Attorney Fees for:
      Trustee                         0            0           0
      Gila River                456,764    1,141,902           0

   Other Professionals        2,369,916    4,488,121           0

   All Expenses,
   including Disbursing
   Agent's                            0    4,475,000           0

B. Distributions

   Secured Creditors                  0            0           0
   Priority Creditors         1,777,059    5,546,809   4,015,192
   Unsecured Creditors                0      201,079           0
   Equity Security Holders            0            0           0
   Other Payments                     0            0           0
                             ----------  -----------  ----------
   Total Plan Disbursements  $4,603,738  $15,852,911  $4,015,192

C. Percent Divided to be Paid
   to Unsecured Creditors
   Under the Plan

      Class III                      100%
      Class V                         <1%


                   Union Power Partners, L.P.
                    Summary of Disbursements
                Quarter Ending September 30, 2005

A. Disbursements made under the Plan                  $1,686,307

B. Disbursements not under the Plan                   96,601,231
                                                      ----------
   Total Disbursements                               $98,287,538


                   Union Power Partners, L.P.
          Summary of Amounts Distributed Under the Plan
               Quarter Ending September 30, 2005

A. Fees and Expenses:

                                          Paid as of
                            3rd Quarter    09/30/05      Balance
                            -----------   ----------     -------
   Disbursing Agent
   Compensation                      $0           $0          $0

   Attorney Fees for:
      Trustee                         0            0           0
      Union Power               245,950      614,870           0

   Other Professionals        1,353,781    2,494,352           0

   All Expenses,
   including Disbursing
   Agent's                            0    1,225,000           0

B. Distributions

   Secured Creditors                  0            0           0
   Priority Creditors            86,577    1,576,593     116,667
   Unsecured Creditors                0       63,526           0
   Equity Security Holders            0            0           0
   Other Payments                     0            0           0
                             ----------  -----------  ----------
   Total Plan Disbursements  $1,686,307   $5,974,342    $116,667

C. Percent Divided to be Paid
   to Unsecured Creditors
   Under the Plan

      Class III                      100%
      Class V                         <1%

As stated in the Plan, secured creditors received, on accounts of
their secured claims, proportionate shares of these debt
instruments issued by the Reorganized Debtors:

   (a) New Term A Loan Notes;
   (b) New Term B Loan Notes;
   (c) New Term A L/C Notes; and
   (d) New Term B L/C/ Notes

Holders of secured claims also received on account of their
secured claims proportionate shares of the membership interests
of Entegra Power Group LLC.

Under the Plan, Panda Gila and Union Power's priority creditors
are to be paid in full in cash while unsecured creditors received
on account of their claims cash in amounts set forth in the Plan.

The Reorganized Debtors estimate that the Final Payment under the
Plan will be completed in October 2006 when the unpaid property
taxes have become due and payable according to their terms.

In their Post-Confirmation Reports, the Reorganized Debtors
disclosed that they would file applications for Final Decree
closing their Chapter 11 cases by October 31, 2005.  No
applications have been filed to date.

At the Status Hearing on October 5, 2005, Judge Case declared
that no further status hearings are needed in the Reorganized
Debtors' cases.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest
combined-cycle natural gas generation facilities in the United
States.  The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151).  Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.
(TECO Affiliates Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 215/945-7000).  The Debtors' Amended
Joint Plan of Reorganization became effective on June 1, 2005.


TECUMSEH PRODUCTS: Posts $32.8 Million Net Loss in Third Quarter
----------------------------------------------------------------
Tecumseh Products Company (Nasdaq: TECUA, TECUB) reported its 2005
third quarter consolidated results.

Consolidated net sales in the third quarter of 2005 were
relatively unchanged at $478.5 million from $478.6 million in
2004.  Consolidated net sales year to date 2005 amounted to
$1,404.8 million compared to $1,439.8 million in the same period
of 2004.

Consolidated results for the third quarter of 2005 amounted to net
loss of $32.8 million, compared to net income of $12.3 million in
the third quarter of 2004.  Consolidated net loss year to date
2005 amounted to $167.7 million of $23.3 million for the same
period in 2004.

Third quarter 2005 sales in the Company's compressor business
decreased to $218.6 million from $218.9 million in the third
quarter of 2004.  Electrical Components business sales were $103.3
million in the third quarter of 2005 compared to $102.1 million in
the third quarter of 2004.  Engine & Power Train business sales
amounted to $124.2 million in the third quarter of 2005 compared
to $128.6 million in the third quarter of 2004.  Pump business
sales in the third quarter of 2005 amounted to $31.8 million
compared to $28.5 million in same period in 2004.

During the third quarter, the Company recognized $1.4 million in
restructuring and asset impairment charges.  The Company also
recognized restructuring costs of $1.9 million in the first half
of 2005.

Tecumseh Products Company -- http://www.tecumseh.com/-- is a full
line, independent global manufacturer of hermetic compressors for
air conditioning and refrigeration products, gasoline engines and
power train components for lawn and garden applications,
submersible pumps, and small electric motors.  Tecumseh's products
are sold in over 120 countries around the world.

                         *      *      *

As reported in the Troubled Company Reporter on July 19, 2005,
Tecumseh Products Company asked the holders of $300,000,000 of
4.66% Senior Guaranteed Notes Due March 5, 2011, to relax a
required 3:1 ratio of Consolidated Total Debt to Consolidated
Operating Cash Flow (tested on a rolling four-quarter basis) with
which the company failed to comply as of June 30, 2005.  The
Noteholders declined to modify the covenant.  The Noteholders
agreed to grant a temporary waiver of the default through Aug. 8,
2005.


TEE JAYS: Former Employees Object to Plan Confirmation
------------------------------------------------------
A class of creditors comprised of Tee Jays Manufacturing Co.
Inc.'s former employees objected to confirmation of the Debtor's
proposed plan of reorganization dated June 29, 2005.  Upon denial
of confirmation, the claimants want the U.S. Bankruptcy Court for
the Northern District of Alabama, Northern Division, to convert
the Debtor's chapter 11 case to a chapter 7 liquidation
proceeding.

The claimants tell the Court that multiple proofs of claim were
filed prior to the claims bar date on behalf of the class
asserting claims under Section 507 of the Bankruptcy Code as well
as the Debtor's violation of the Worker Adjustment and Retraining
Notification Act.  Other creditors have also subsequently filed
ballots rejecting the plan proposed by the Debtor.

The claimants give the Court five reasons why the plan must not be
confirmed:

  (a) The Plan fails to comply with applicable bankruptcy
      provisions in that it specifically allows for the payment of
      general, unsecured claims prior to the payment of allowed
      priority claims in violation of Sections 507 and 726 of the
      Bankruptcy Code.

  (b) The Plan identifies two separate tracts of real property
      upon which there is apparently no lien, yet the means of
      execution of the Plan fails to discuss or identify how this
      property is to be liquidated and the proceeds paid to the
      Debtor's creditors or whether this property is simply to be
      retained by the Debtor.

  (c) The Plan identifies Troy Taylor as the person who will be in
      charge of liquidating the Debtor's assets, yet it does not
      provide for the approval of his compensation to be subject
      to the Court's review.

  (d) The Plan violates Section 1129(a)(9) in that the former Tee
      Jays employees are holders of priority claims as allowed
      under Section 507(a)(3) and yet the Plan does not provide
      for them to receive cash on the effective date of the Plan
      equal to the allowed amount of their claim since the Plan
      seeks to specifically disallow the payment of any interest
      to the holders of these claims.

  (e) The Plan, the claimants say, unfairly discriminates against
      their claims.  Specifically, the Plan violates the absolute
      priority rule by allowing Grupo M, which is the sole
      shareholder of the Debtor and primary secured lender, to
      share pro rata, along with other general, unsecured
      creditors in Class IV.  Moreover, the Plan violates the
      absolute priority rule in that it allows for a payment to
      Grupo M on account of its allowed, general, unsecured claim
      prior to payment of all subsequently allowed priority claims
      in violation of Section 1129(b)(2)(B)(ii).

Headquartered in Florence, Alabama, Tee Jays Manufacturing Co.,
Inc., is a textile manufacturing company.  The Company filed for
chapter 11 protection on February 4, 2005 (Bankr. N.D. Ala. Case
No. 05-80527).  Stuart M. Maples, Esq., at Johnston Moore Maples &
Thompson represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $50 million and $100 million.


TESORO CORP: S&P Places BB+ Rating on $900 Mil. Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured rating to Tesoro Corp.'s proposed $900 million senior
unsecured notes.  The notes will mature in 2012 and 2015.
However, at this time the principal related to each maturity has
not been determined.  Standard & Poor's also affirmed the
company's 'BB+' corporate credit rating.  The outlook is stable.

Proceeds from the notes will be used to refinance Tesoro's
outstanding 9.625% senior subordinated notes due 2008, 9.625%
senior subordinated notes due 2012, and 8% senior secured notes
due 2008.

San Antonio, Texas-based Tesoro will have about one billion of
debt on a pro forma basis after the transaction.

The ratings on Tesoro reflect its position as an independent oil
refiner and marketer operating in a very competitive, volatile,
and erratically profitable industry burdened by high fixed costs.
To buffer the effect of these weaknesses, Tesoro has strong asset
quality, advantaged operating locations, solid liquidity, and a
limited degree of retail-derived margin stability.

"The stable outlook incorporates Standard & Poor's expectation
that Tesoro will continue to maintain its much-improved financial
profile, notably its improved debt levels," said Standard & Poor's
credit analyst Paul B. Harvey.  "An upgrade to an investment-grade
rating will likely require Tesoro to achieve greater
diversification from its West Coast operations, as well as
demonstrate over an extended period its continued commitment to
credit quality," he continued.  The ratings could be lowered if
Tesoro pursues aggressive, debt-financed acquisitions, as it
pursues further growth.


TOYS "R" US: S&P Slices Ratings on $13 Million Certificates to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$13 million Corporate Backed Trust Certificates Toys "R" Us
Debenture-Backed Series 2001-31 Trust's class A-1 certificates to
'B-' from 'B+'.  Concurrently, the rating is removed from
CreditWatch with negative implications.

Corporate Backed Trust Certificates Toys "R" Us Debenture-Backed
Series 2001-31 Trust is a swap-independent synthetic security that
is weak-linked to the credit quality of the underlying collateral
securities, Toys "R" Us Inc.'s 8.75% debentures due Sept. 1, 2021.
The rating action on this transaction reflects the Oct. 21, 2005,
lowering of the rating on the underlying securities issued by Toys
"R" Us Inc.


TRUST ADVISORS: Wants to Employ Heller Ehrman as Special Counsel
----------------------------------------------------------------
Trust Advisors Stable Value Plus Fund asks the U.S. Bankruptcy
Court for the District of Connecticut for permission to employ
Heller Ehrman LLP as its special counsel.

The Debtor selected Heller Ehrman to assist it in connection with
some matters in Grafton Partners, L.P., and its affiliates'
bankruptcy case, including:

   a) an appeal of a memorandum decision granting summary judgment
      in favor of the Debtor in an adversary proceeding brought
      against the Debtor pursuant to Sections 547(b) and 550 of
      the Bankruptcy Code to recover alleged preferential
      transfers and Section 502 objecting to the Debtor's proof of
      claim;

   b) defense of a supplemental objection to the Debtor's proof of
      claim; and

   c) defense of a second adversary proceeding brought against the
      Debtor, alleging that certain payments made to the Debtor
      were fraudulent conveyances.

As of the chapter 11 filing, Heller Ehrman holds a claim against
the Debtor's estate for accrued fees and expenses for legal
services in connection with the Grafton Partner's bankruptcy case
totaling $467,933.  The Debtor acknowledges the claim's existence
but is still in the process of reviewing the amount of the fees
and costs.

The papers filed with the bankruptcy court don't disclose how much
the firm will be paid for its work.

Margaret M. Mann, Esq., of Heller Ehrman, assures the Court that
the firm does not represent any interest adverse to the Debtor or
its estate.

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund is a collective trust for employee benefit plan
investors and was created to serve as an investment vehicle for
various types of pension plans qualified under Section 401(a)of
the Internal Revenue Code.  The Company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Conn. Case No. 05-51353).
Scott D. Rosen, Esq., at Cohn Birnbaum & Shea P.C. and Ira H.
Goldman, Esq., at Shipman & Goodwin LLP represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of more
than $100 million.


UAL CORP: Court Approves Credit Card Processing Agreement
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorizes UAL Corporation and its debtor-affiliates to enter into
a Merchant Services Bankcard Processing Agreement with Paymentech,
LP.  The Hon. Eugene Wedoff also approves the amended Co-Branded
Marketing Services Agreement.

As reported in the Troubled Company Reporter on Oct. 12, 2005, the
Debtors entered into a Merchant Services Bankcard Processing
Agreement with Paymentech.  The salient terms of the Processing
Agreement are:

     (a) Paymentech will provide the Debtors with the ability to
         accept credit card payments from customers;

     (b) The Debtors will pay Paymentech a fee based on the
         number of credit card transactions processed, estimated
         at $4,000,000 annually;

     (c) Paymentech will maintain a reserve account securing the
         Debtors' performance; and

     (d) The Debtors will initially fund the Reserve Account in
         cash through an advance.  The amount of cash required in
         the Reserve Account will depend on the Debtors' economic
         performance relative to a minimum cash covenant and an
         EBITDAR covenant.

The Advance will constitute an advance purchase of miles by Chase
Bank USA N.A. to help fund the Reserve Account.

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis, in
Chicago, Illinois, the initial cash balance required under
the Reserve Account is the most favorable term offered under the
Processing Agreement.  Other proposals received by the Debtors
under the RFP required initial reserve accounts far in excess of
the initial Reserve Account required under the Processing
Agreement.

By entering into the Processing Agreement in conjunction with an
amendment of a Co-Branded Marketing Services Agreement between
UAL Corporation, UAL Loyalty Services, LLC, and Chase Bank,
Paymentech can ask for a minimum reserve under the Processing
Agreement at lower than market rates.

          The Co-Branded Marketing Services Agreement

The Co-Branded Marketing Services Agreement governs Chase Bank's
exclusive rights in the United States to issue credit cards that
accumulate frequent flyer miles under the loyalty program Mileage
Plus.  Chase Bank, an affiliate of JPMorgan, buys Mileage Plus
miles from the Debtors.  The miles are transferred to
cardholders' Mileage Plus accounts when purchases are made using
the cardholders' Chase Bank/United credit cards.  The Co-Branded
Marketing Services Agreement will expire in 2007.

The Debtors have been negotiating with Chase Bank to amend the
existing Co-Branded Marketing Services Agreement.

The amendments sought under the Co-Branded Agreement will provide
the Debtors with these material benefits:

   (a) Chase Bank will make a substantial advance purchase of
       miles immediately following Court approval and the
       execution and delivery of the amendment, which will allow
       the Debtors to fund the Reserve Account under the
       Processing Agreement without any reduction of its existing
       cash base;

   (b) The Debtors' relationship with Chase Bank is extended
       through 2012 and is projected to generate several billion
       dollars in additional cash payments to the Debtors over
       the extended term of the agreement;

   (c) Creation of cross-selling opportunities to and beyond the
       Mileage Plus Visa base;

   (d) Reimbursement to the Debtors for various other charges and
       expenses, improving the Debtors' bottom line by millions
       of dollars per year; and

   (e) Increased rewards to the Debtors for new cardholder
       acquisitions.

Upon closing of the Exit Facility and emergence under a Plan of
Reorganization, the Debtors will grant Chase Bank a lien upon,
and security interest in, their assets.  The Security Interest
will:

   -- secure the Debtors' payment obligation to Chase Bank to
      repurchase the pre-purchased miles;

   -- be junior to any security interest provided under the
      Debtors' Exit Facility or any security interest senior to
      those granted under the Exit Facility; and

   -- constitute a "silent lien."

The Co-Branded Marketing Services Agreement Amendment will be
effective immediately upon execution and Court approval.

Mr. Sprayregen tells the Court that the Processing Agreement will
allow the Debtors to accept credit card payments from its
customers.  The Debtors cannot continue in business without this
service.  If a replacement processor for credit card services is
not procured, the Debtors cannot emerge.

The Co-Branded Marketing Services Agreement Amendment, on the
other hand, will provide the Debtors with additional payments of
several billion dollars through its extended term, plus millions
of dollars in economic benefits under the new payment structure
and incentive programs.  The Co-Branded Marketing Services
Agreement Amendment will instantly supply the Debtors with a
substantial cash payment, which will assist in funding the
Reserve Account under the Processing Agreement.  The billions of
dollars provided to the Debtors pursuant to the Co-Branded
Marketing Services Agreement Amendment will also provide
liquidity to continue business post-emergence.

                     Terms Are Confidential

The terms of both the Credit Processing Agreement and the Co-
Branded Marketing Services Agreement Amendment are highly
confidential and sensitive to the Debtors, Paymentech and Chase
Bank.  The Debtors cannot publicly describe the terms of either
Agreement in detail.  The Debtors will disclose the proprietary
information to professionals for the Official Committee of
Unsecured Creditors and the DIP Lenders' counsel, Morgan, Lewis &
Bockius.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VARIG S.A.: TAP Air Gets Creditor Support for $62MM Asset Purchase
------------------------------------------------------------------
Creditors of bankrupt Brazilian carrier VARIG S.A. accepted TAP
Air Portugal's proposal to take over the airlines' cargo and
maintenance subsidiaries for $62 million, Dow Jones Newswires
reports.

The creditors' decision came two days before the deadline set by
the U.S. Bankruptcy Court for the Southern District of New York.
VARIG had until November 9 to come up with $62 million to cure its
postpetition arrearages on aircraft and engine leases.  The
leasing firms have threatened to repossess up to 40 aircraft if
VARIG failed to cure its default.

According to Dow Jones Newswires, the sale of VARIG's profitable
subsidiaries will allow the airline to fund its operations while
continuing to negotiate a consensual plan of reorganization.

Under the purchase plan, Brazil's government-run national
development bank, Banco Nacional de Desenvolvimento Economico e
Social will finance $42 million of the purchase while the
remaining $20 million will come from TAP.  Cristiane Ribeiro of
Agencia Brasil reports that the purchase will give TAP a 95% stake
in VarigLog and a 90% stake in Varig Engineering and Maintenance.

TAP has set up a Brazilian firm, Aero-LB Investimentos S.A.,
together with investment fund GeoCapital and an unnamed Brazilian
investor to receive the BNDES financing.

Jeb Blount at Bloomberg News reports that unions abstained on the
vote, after disagreeing with some changes in the plan presented by
TAP.

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.


WESTPOINT STEVENS: Court to Hold Dismissal Motion Hearing Today
---------------------------------------------------------------
The County of Comal, City of New Braunfels, County of Denton,
County of Hays, in Texas, withdrew their objection to the
dismissal of WestPoint Stevens, Inc., and its debtor-affiliates'
Chapter 11 cases.

Michael Reed, Esq., at McCreary, Veselka, Bragg & Allen, P.C., in
Austin, Texas, tells Judge Drain of U.S. Bankruptcy Court for the
Southern District of New York that the settlements the Texas
Taxing Authorities reached with the Debtors are sufficient for the
Texas Taxing Authorities to withdraw their objection.

The hearing on the Debtors' Dismissal Motion is adjourned to
November 9, 2005.

As reported in the Troubled Company Reporter on August 16, 2005,
the Debtors asked the Court to dismiss their chapter 11 cases.

The Debtors inform the Court that they have no ongoing business
operations and are administratively insolvent, thus, confirmation
of a chapter 11 plan is impossible in accordance with the
Bankruptcy Code.  The Debtors believe that a chapter 7 conversion
is not advisable because it will increase administrative cost to
the estate and require the appointment of a chapter 7 trustee.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 58; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: Steering Panel Asks Ct. to Suspend Escrow Order
------------------------------------------------------------------
The Steering Committee disputes that the Court's determination of
the value of the purchase price for WestPoint Stevens, Inc., and
its debtor-affiliates' assets was sufficient to authorize the
distribution of the adequate protection escrow to Wilmington Trust
Company, as Second Lien Agent for the Second Lien Lenders.
Numerous issues are currently on appeal and under consideration by
the U.S. District Court for the Southern District of New York:

   -- whether the Steering Committee has been paid in full or is
      entitled to additional adequate protection;

   -- whether the Intercreditor Agreement permits any
      distributions to Wilmington Trust and the Second Lien
      Lenders; and

   -- whether the Steering Committee has consented to the release
      of the funds in the escrow to the Second Lien Lenders
      because it bid for the Debtors' assets.

Given that the District Court is currently considering issues that
are relevant to the Second Lien Agent's Motion, the Steering
Committee asks the Court to defer consideration of the Second
Lien Agent's Motion until after the District Court issues its
opinion.

Joshua M. Mester, Esq., at Hennigan, Bennett & Dorman LLP, in New
York, points out that the reason funds were deposited in the
Adequate Protection Escrow was to resolved R2 Top Hat, Ltd.'s
request to stop altogether the payment of adequate protection to
the Second Lien Lenders.  The Second Lien Lenders resolved R2's
request by agreeing to defer the dispute over whether they could
continue to receive adequate protection payments until some future
date.

According to Mr. Mester, the Second Lien Agent's argument that the
Steering Committee's liens do not attach to the funds held in the
Adequate Protection Escrow is, in part, based on the premise that
the Steering Committee is paid in full, an issue that is still
under consideration by the District Court.

                            *    *    *

As previously reported in the Troubled Company Reporter on May 17,
2005, the 2nd Lien Agent asked the U.S. Bankruptcy Court for the
Southern District of New York to:

    (a) terminate the adequate protection escrow, direct the
        Escrow Agent to release the escrowed adequate protection
        payments forthwith to the 2nd Lien Agent, and reinstate
        direct payments from WestPoint Stevens, Inc. and its
        debtor-affiliates to the 2nd Lien Agent; or

    (b) establish a schedule for the submission of expert reports
        concerning the valuation of the 2nd Lien Lenders'
        collateral as of the Petition Date and set a hearing
        for further determination of its Motion.

                          The Escrow Order

Gary M. Becker, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, relates that adequate protection payments of $31 million
were made to Wilmington Trust Company, as Agent to the 2nd Lien
Credit Agreement, through July 2004.  In August 2004, R2 Top Hat,
as holder of 40% of the 1st Lien claims, objected to the
continuation of adequate protection payments to the 2nd Lien
Lenders.  To avoid a distracting fight over the issue at that
time, the 1st Lien Agent, 2nd Lien Agent, the Debtors and the
agent under the DIP Loan agreed, in a Court-approved stipulation,
to escrow future adequate protection payments due the 2nd Lien
Lenders.

Since the entry of the Escrow Order, $2 million per month in
adequate protection payments, starting with the payment due at the
end of August 2004, have been placed in an account with the escrow
agent, Wells Fargo Bank, N.A.  As of May 10, 2005, the amount in
escrow exceeds $18 million, with another $2 million due to be
deposited at the end of May.  Therefore, the amount in escrow at
the Purchaser Selection Hearing on June 24, 2005, is expected to
be $20 million.  Pursuant to the Escrow Order, amounts held in
escrow may be released by the Escrow Agent upon the entry of an
order from the Court adjudicating the relative rights of the DIP
lender, the 1st Lien Lenders, the 2nd Lien Lenders and the Debtors
to the escrowed funds.  The Escrow Order also provides that none
of the amounts in escrow may be released to the Debtors or any
other party -- except the DIP Lenders, 1st Lien Lenders or 2nd
Lien Lenders -- until the DIP, the 1st Lien Obligations and the
2nd Lien Obligations have been satisfied in full.

The Escrow Order contemplates that, once a hearing date has been
set for the sale of substantially all the Debtors' assets or for
confirmation of a plan of reorganization, the 2nd Lien Agent may
file a motion seeking a determination as to the allocation of the
amounts held in escrow.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 58; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: CIT Group Seeks Court Approval to Remit Funds
----------------------------------------------------------------
Before the Petition Date, The CIT Group/Commercial Services,
Inc., purchased certain accounts receivable owing by WestPoint
Stevens, Inc., and its debtor-affiliates to certain of their
clients pursuant to various prepetition agreements.  As collateral
for the payment of the Purchased Accounts, the Debtors provided to
CIT Letter of Credit No. 3039529/P001.  The Letter of Credit was
issued by Bank of America in the original face amount of
$5,000,000 and subsequently decreased to $3,000,000 through
various amendments.

CIT asserts that the Debtors failed to make payments to CIT or its
Clients on all the Purchased Accounts.  As a result, CIT made draw
requests on the Letter of Credit.  The Letter of Credit principal
was debited in these amounts:

       (i) $1,948,692 on June 4, 2003;

      (ii) $25,411 on July 10, 2003; and

     (iii) $1,025,898 on July 10, 2003.

Pursuant to the terms of the Letter of Credit, CIT retained the
Remaining Funds amounting to $1,025,898 as collateral against
preference liability that may be alleged by the Debtors pursuant
to Section 547 of the Bankruptcy Code.

In late April and May 2005, the Debtors alleged preference
liability with respect to CIT and certain of its Clients in
various adversary proceedings.  WestPoint Home, Inc., as purchaser
of substantially all of the Debtors' assets, has demanded that CIT
pay the Remaining Funds over to it.  The Purchaser believes that
it is the proper recipient of the Remaining Funds.

To avoid litigation and in the interest of reaching a compromise,
the Purchaser and CIT entered into good faith, arm's-length
negotiations to settle the claims between them.

Those negotiations culminated in a stipulation, pursuant to which
the Purchaser will receive a $1,025,898 lump sum payment from CIT
in full payment and settlement of any debt owed by CIT with
respect to the Letter of Credit or the Remaining Funds.

In the event the Adversary Proceedings are settled, or are
adjudicated to a final non-appealable judgment, and the
Settlement or Judgment is less than the amount of the Remaining
Funds, then CIT has agreed to pay to the Purchaser the difference
between the Remaining Funds and the Settlement or Judgment, as
applicable, in one lump sum payment.  The parties will exchange
mutual releases.

CIT has agreed to remit the Remaining Funds to the Purchaser upon:

    (i) order of the Court approving the Stipulation and
        directing CIT to remit the Remaining Funds to Purchaser;
        and

   (ii) dismissal of the Adversary Proceedings with prejudice.

Accordingly, the Purchaser and CIT ask the U.S. Bankruptcy Court
for the Southern District of New York to approve the Stipulation.

The Debtors do not object to the Purchaser and CIT's request,
provided that the Bankruptcy Case is dismissed by the Court or the
Adversary Proceedings are dismissed for any other reason.

CIT is represented in the Debtors' cases by Gerard S. Catalanello,
Esq., and James Vincequerra, Esq., at Brown Raysman Millstein
Felder & Steiner LLP, in New York.

The Purchaser is represented in the Debtors' cases by Peter D.
Wolfson, Esq., Robert E. Richards, Esq., and Holly S. Falkowitz,
Esq., at Sonnenschein Nath & Rosenthal LLP, in New York.

Ms. Falkowitz relates that the Debtors had a right or claim for
the return of the Remaining Funds.  Under the terms of the Asset
Purchase Agreement, the Remaining Funds constitute "Purchased
Assets" the title and interest in which vested in the Purchaser.

According to Ms. Falkowitz, the Sale Order expressly directs
entities that are in the possession of Purchased Assets to
surrender possession of those to the Purchaser.  It is clear that
the Debtors and the Purchaser intended that right to all amounts
owed to the Debtors were to be transferred to Purchaser on the
Closing as a Purchased Asset, Ms. Falkowitz says.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 58; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WILD OATS: Earns $82,000 of Net Income in Third Quarter 2005
------------------------------------------------------------
Wild Oats Markets, Inc. (Nasdaq: OATS) reported financial results
for the third quarter and nine months ended Oct. 1, 2005.

Net income for the third quarter of 2005 was $82,000, compared
with a net loss of $7.1 million in the same period last year.  The
improvements relative to the prior year were due to stronger sales
and a 150-basis-point improvement in gross margin.  The net loss
for the first nine months of 2005 was $148,000, compared with a
net loss of $5.3 million in the first nine months of 2004.

Net sales in the third quarter of 2005 were $278.5 million, up
11.1 percent compared with $250.7 million in the third quarter of
2004.  Year-to-date 2005 net sales were $841.2 million, a 9.8
percent increase compared to $766.2 million in the same period
last year.

Comparable store sales in the third quarter of 2005 increased 6.1
percent over the same period in 2004.  Comparable store sales for
the first nine months of 2005 increased 3.7 percent compared to
the first nine months of 2004.

"Our sales have continued to gain momentum and accelerated in the
third quarter," Perry D. Odak, President and Chief Executive
Officer of Wild Oats Markets, Inc., said.  "With the new
merchandising programs we introduced, continued growth in our Wild
Oats branded products and improved operational execution, we
expect to finish the year with strong top-line results.
Additionally, we continue to improve our ability to strike a
balance between sales, promotion and gross margin. And, as a
result, we are raising our estimates for EPS and EBITDA for the
year."

Adjusted EBITDA in the third quarter of 2005 was up significantly
to $8.2 million compared to $1 million in the prior year third
quarter.  For the first nine months of 2005, the Company generated
Adjusted EBITDA of $28.1 million, up 40.6 percent compared with
$20.0 million in the same period last year.

                     Business Developments

Wild Oats Markets opened one new Henry's store in Glendale,
Arizona in the third quarter.  Thus far in the fourth quarter, the
Company has already opened its eighth and final store for 2005, a
Henry's store in Rancho Cucamonga, California.  Previously the
Company had estimated it would open nine new stores in 2005;
however, one Henry's store in the Phoenix market has been delayed
into 2006.  Currently Wild Oats has 16 leases or letters of intent
signed for new stores opening in 2006 and 2007.  The Company also
completed the major remodeling of two older San Diego Henry's
stores in July.  Thus far in the fourth quarter, Wild Oats
completed the major remodeling of stores in West Hartford,
Connecticut and Evanston, Illinois, bringing its total number of
major remodels for the year to four.


Wild Oats Markets, Inc. -- http://www.wildoats.com/-- is a
nationwide chain of natural and organic foods markets in the U.S.
and Canada.  With more than $1 billion in annual sales, the
Company currently operates 111 natural foods stores in 24 states
and British Columbia, Canada.  The Company's markets include: Wild
Oats Natural Marketplace, Henry's Farmers Markets, Sun Harvest and
Capers Community Markets.

                        *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,
Standard & Poor's Ratings Services assigned a 'CCC+' corporate
credit rating to Wild Oats Markets Inc. and a 'CCC+' rating to the
company's $115 million 3.25% convertible bonds due 2034.  These
notes were issued pursuant to rule 144A under the Securities Act.
Proceeds from the note issuance were used to repurchase shares,
pay down debt, and other corporate expenses.  The outlook is
negative.


WODO LLC: Sells Real Property to Union Center for $3.9 Million
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
approved the sale of Wodo, LLC's real property to Union Center LLC
for $3,895,350.

The Debtor holds a number of properties in Denver, Colorado, that
are part of a larger development project.  The 65-acre planned
unit development project includes portions designated for proposed
residential, retail, and commercial development.  The Debtor says
that the property does not represent a critical component of their
development project.

The sale agreement provides for the purchase of Parcel 16B, free
and clear of liens, claims and encumbrances pursuant to Section
363(f) of the Bankruptcy Code.  To the extent the Debtor's Plan of
Reorganization is not confirmed on or before December 31, 2005,
the Purchaser may terminate the Sale Agreement.

Headquartered in Bellingham, Washington, Wodo, LLC, fka Trillium
Commons, LLC, is a real estate company.  The Company filed for
chapter 11 protection on January 18, 2005 (Bankr. W.D. Wash. Case
No. 05-10556).  Gayle E. Bush, Esq., at Bush Strout & Kornfeld
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $90,380,942 and total debts of $21,451,210.


WORLDCOM INC: Three Calif. Pension Funds Recover $257MM in Lawsuit
------------------------------------------------------------------
Three California public pension funds announced they have
recovered more than $257.4 million from a non-class action lawsuit
filed against former WorldCom Inc. executives and investment banks
after the financial collapse of WorldCom, Inc.

"This is an extraordinary recovery for our pension fund," said
Peter Mixon, General Counsel for CalPERS. "We are very pleased
with the result."

CalPERS is expected to see a recovery of more than $200 million.
CalSTRS will see a recovery of $38.7 million, while LACERA will
take back $18.7 million.

"California's teachers can take pride in the achievement of our
joint efforts with other public employees in the state. We've
achieved a significant recovery of our losses," said Jack Ehnes,
Chief Executive Officer of CalSTRS.

LACERA Chief Executive Officer, Marsha Richter, said the
retirement system was exceedingly pleased that its efforts
achieved superior results for its more than 140,000 members,
comprised of both current employees and retirees.

The lawsuit, filed in July 2002, among other allegations accused
investment bankers of failing to do adequate due diligence before
underwriting $12 billion worth of bonds for WorldCom issued in May
2001 - one of the largest offerings in American history. The
defendants included J.P. Morgan Chase & Co., Deutsche Bank,
Salomon Smith Barney, and Bank of America, ABN Amro and four other
foreign banks, lead underwriters in the 2001 bond sale, as well as
WorldCom's accounting firm, Arthur Andersen LLP.

Under the settlement, Citigroup and J.P. Morgan also agreed to
support a proposed market reform initiative. They, together with
certain institutional plaintiffs including CalPERS, CalSTRS and
LACERA, will jointly petition the U.S. Securities and Exchange
Commission to issue rules requiring more disclosure in future
securities offers, including more information about loans to
issuers and the issuers' officers, increased information about
allocation of IPO shares to the issuers' insiders, and greater
transparency about research coverage underwriters provide about
issuers.

"We believe the proposed rules will provide greater transparency
in the securities market," said Mixon.

CalPERS provides retirement and health benefits to more than
1.4 million State and local public employees and their families
and has assets of $196 billion.

At $133 billion, CalSTRS is the third-largest public pension fund
in the United States. It provides retirement, disability and
survivor benefits to California's educators from kindergarten
through community college, serving more than 755,000 members and
their families.

LACERA is one of the largest county retirement systems in the U.S.
with assets exceeding $32 billion.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 105; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Plaintiffs Want Request to Bar Class Action Denied
----------------------------------------------------------------
As reported in the Troubled Company Reporter on June 2, 2005,
WorldCom, Inc. and its debtor-affiliates asked the U.S. Bankruptcy
Court for the Southern District of New York to bar the prosecution
of a putative class action, raising prepetition trespass claims
concerning fiber optic cable installed by the predecessors of MCI
WorldCom Network Services, Inc.

On July 12, 2001, Benjamin and Elenora Carrubba, Richard and
Melissa Brown, and a putative class of similarly situated
landowners in Mississippi filed a lawsuit in the United States
District Court for the Southern District of Mississippi, alleging
claims of trespass and unjust enrichment.  The Plaintiffs allege
that the Debtors obtained consent for the installation of fiber
optic cables from the railroads but did not seek consent from
adjacent landowners who own the fee interest underlying the
railroads' rights of way.

The claimants sought damages for the alleged trespass and
disgorgement of the amounts by which the Debtors were unjustly
enriched through fiber optic cable operation, as well as an
injunction barring the Debtors from using their fiber optic cable.

The Carrubba action was administratively closed when the Debtors
filed for bankruptcy.  At the conclusion of the Debtors' Chapter
11 cases, the Plaintiffs asked the Mississippi Court to set a
schedule for further proceedings with respect to the Carrubba
Action.

David A. Handzo, Esq., at Jenner & Block LLP, in Washington,
D.C., asserts that the Plaintiffs' attempt to reactivate the
Carrubba Action violates the discharge injunction provided by the
Bankruptcy Code.  Mr. Handzo asserts that the Carrubba Action is a
"claim" within the meaning of the Bankruptcy Code, which arose
prior to the Petition Date.

David A. Handzo, Esq., at Jenner & Block LLP, in Washington,
D.C., relates that in an Opinion dated July 20, 2005, the Court
squarely rejected all claims for relief asserted by Duane G. West
in the adversary proceeding filed by the Debtors against him.

Mr. Handzo points out that the facts and applicable law in West
are indistinguishable from the case involving Benjamin and
Elenora Carrubba and Richard and Melissa Brown.  Thus, he says,
the outcome should be the same.

According to Mr. Handzo, with regard to the tort claims,
Mississippi law commands the same result as Georgia law.
Mississippi follows the traditional theory of trespass, requiring
an actual physical invasion.  Light pulses running through an
underground fiber optic cable do not constitute a physical
invasion.  And to the extent that some cases suggest that
Mississippi might adopt the modern view of trespass - permitting
actions for "intangible" trespass when the intangibles cause
physical damage -- the Carrubba Plaintiffs can point to no
physical harm resulting from the light pulses.  "Accordingly, like
West, the Carrubba Plaintiffs lack a viable cause of action for
the continued use of the fiber," Mr. Handzo says.

Even assuming arguendo that the Carrubba Plaintiffs had viable
causes of action under Mississippi law, Mr. Handzo contends that
those causes of action were discharged by the bankruptcy.  "Given
Plaintiffs' admission that, before the filing of the bankruptcy
petition, they possessed a right to payment for both past and
future damages related to the use of the cable, all of their
cable-related claims necessarily arose pre-petition and now are
discharged."

In any event, Mr. Handzo continues, the Carrubba Plaintiffs'
claims would be discharged regardless of whether the Mississippi
courts would characterize Plaintiffs' trespass claims as
continuing or permanent, and even if Mississippi law limited the
Plaintiffs to the recovery of past damages.  That is because the
Bankruptcy Code defines the term "claim" to include a "contingent"
claim, and "[a] claim is 'contingent' when the debtor's legal duty
to pay it does not come into existence until triggered by the
occurrence of a future event," Mr. Handzo explains.

Mr. Handzo notes that the installation of the cable created a
legal relationship between the Plaintiffs and MCI that satisfies
the Second Circuit's prepetition relationship test, and all claims
flowing from that installation are discharged even if some of them
were not ripe for suit under Mississippi law prior to the
bankruptcy.  In its West Decision, the Court observed, "the
purpose of laying the fiber optic cable was to transmit light
signals; the conduit and the transmissions are inexorably linked."
Given that future transmissions through the fiber cannot be
legally separated from the cable itself, Mr. Handzo says, claims
related to future transmissions represent contingent claims that
fall within the definition of Section 101(5)(A) of the Bankruptcy
Code, no matter how they are characterized under
Mississippi law.

Thus, the Reorganized Debtors assert, the Carrubba Plaintiffs'
attempt to pursue their discharged claims against MCI violates the
Bankruptcy Code, the Confirmation Order, and the Plan.

                    Carrubba Plaintiffs Respond

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, argues that the Carrubba Plaintiffs' claims in the case
sub judice are vastly different than those asserted in the West
case due to the unique disparity of Mississippi law.  "First,
Mississippi law would recognize the fiber optic cable as a
continuous, not a permanent trespass.  Thus, since the Plaintiffs
have every right to bring successive actions for each recurring
trespass, they have the right, under state law, to bring
successive actions for trespass premised on the post-petition
conduct of MCI.  Moreover, Plaintiffs have conclusively
demonstrated MCI's total lack of condemnation power; thus not only
do Plaintiffs have a valid post-petition claim for money damages
but Plaintiffs also have an unalterable right to injunctive
relief."

Accordingly, the Carrubba Plaintiffs ask the Court to deny MCI's
Motion to bar the prosecution of their actions.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 105; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Fitch Rates Eleven North American Global Power Group Companies
----------------------------------------------------------------
Fitch Ratings assigned Issuer Default Ratings and Recovery Ratings
to eleven companies and their affiliates within the North American
Global Power Group portfolio rated 'B+' and below.  Rating
rationales and detailed underlying supporting methodology can be
found in the report published, 'Issuer Default and Recovery
Ratings in the Power and Gas Sector', available on the Fitch
Ratings Web site at http://www.fitchratings.com/ The report is
available under 'Corporate Finance' in the 'Global Power' sector
page under 'Special Reports'.

The adoption of recovery analysis for issuers rated 'B+' and below
has resulted in upward rating revisions for select classes of debt
for five of the eleven issuers, and only one debt instrument was
revised lower.  The application of enterprise and asset valuation
alternatives and distribution of those values among claimants has
created greater distinction in Fitch's ratings across the capital
structures.  GPG issuers, particularly regulated utilities,
typically exhibit predictable cash flows and stable asset
valuations, which preserve enterprise values during periods of
stress.  At the lower end of the credit spectrum, such
considerations are more heavily weighted in the issue ratings
under the new methodology.

Recognizing the complexities involved in valuing companies and
quantifying the value of varying forms of proceeds a creditor
might receive, Fitch has focused on trying to offer a functional
perspective on evaluating some of the primary valuation
alternatives and what considerations a given liability deserves in
a particular hierarchy.  This evaluation starts from a reference
point, sometimes hypothetical, where the company's operating
performance, cash generating ability, and market access are under
extreme stress.  As a result, the Recovery ratings are not
designed to constitute precise predictors of actual 'cents on the
dollar' recovery given a default, but rather represent a relative
rank ordering of higher or lower recovery prospects.

Other related reports available on the Fitch Ratings Web site at
http://www.fitchratings.com/,include 'The Role of Recovery
Analysis in Ratings - Enhancing Informational Content and
Transparency along with Recovery Ratings - Corporate Finance'.

Fitch has assigned new IDRs and RRs for these entities:

   The AES Corporation

     -- IDR 'B+';
     -- Senior secured 'RR1';
     -- Second priority notes 'RR1';
     -- Senior unsecured 'RR2';
     -- Senior subordinated 'RR5'.

   AES Trust III

     -- Trust preferred 'RR5'.

   AES Trust VII

     -- Trust preferred 'RR5'.

   Allegheny Energy Supply, LLC

     -- IDR 'B+';
     -- Senior secured 'RR1';
     -- Senior unsecured 'RR3'.

   Allegheny Generating Co.

     -- IDR 'B+';
     -- Senior unsecured 'RR1'.

   Aquila, Inc.

     -- IDR 'B-';
     -- Senior secured 'RR1';
     -- Senior unsecured 'RR4'.

   CMS Energy Corp.

     -- IDR 'B+';
     -- Senior secured 'RR1';
     -- Senior unsecured 'RR3';
     -- Preferred 'RR6'.

   CMS Energy Trust I

     -- Preferred 'RR6'.

   Dynegy Inc.

     -- IDR 'B-';
     -- Convertible debentures 'RR5'.

   Dynegy Holdings Inc.

     -- IDR 'B-';
     -- Secured bank debt 'RR1';
     -- Second lien notes 'RR1';
     -- Senior unsecured 'RR5'.

   Dynegy Capital Trust I

     -- Trust preferred 'RR6'.

   Edison International Affiliates
   Edison Mission Energy

     -- IDR 'B';
     -- Senior unsecured 'RR4'.

   Midwest Generation, LLC

     -- IDR 'B';
     -- Senior secured 'RR1';
     -- Senior secured-second 'RR3'.

   Mission Energy Holding Co.

     -- IDR 'B';
     -- Senior secured notes 'RR5'.

   Ferrellgas Partners, L.P.

     -- IDR 'B+';
     -- Senior unsecured 'RR4'.

   Reliant Energy, Inc.

     -- IDR 'B+';
     -- Senior secured loan, notes, revolver 'RR3';
     -- Convertible senior subordinated 'RR5'.

   SemGroup, L.P.

     -- IDR 'B';
     -- Senior unsecured 'RR3'.

   SemCrude, L.P.

     -- IDR 'B';
     -- Secured working capital 'RR1';
     -- Secured term loan 'RR1'.

   SemCams Midstream Co.

     -- IDR 'B';
     -- Senior secured term loan 'RR1'.

   Sierra Pacific Resources

     -- IDR 'B+';
     -- Senior unsecured 'RR4'.

   Star Gas Partners, L.P.

     -- IDR 'CCC';
     -- Senior unsecured 'RR4'.

Revised ratings include:

   The AES Corporation

     -- Senior unsecured to 'BB' from 'B+';

   AES Trust III

     -- Trust preferred to 'B' from 'B-'.

   AES Trust VII

     -- Trust preferred to 'B' from 'B-'.

   Allegheny Energy Supply, LLC

     -- Senior secured to 'BB+' from 'BB';
     -- Senior unsecured to 'BB-' from 'B+'.

   Allegheny Generating Co.

     -- Senior unsecured to 'BB+' from 'B+'.

   CMS Energy Corp.

     -- Senior secured to 'BB+' from 'BB';
     -- Senior unsecured to 'BB-' from 'B+';
     -- Preferred to 'B-' from 'B'.

   CMS Energy Trust I

     -- Preferred to 'B-' from 'B'.

   Dynegy Capital Trust I

     -- Trust preferred to 'CCC-' from 'CC'.

   Midwest Generation, LLC

     -- Senior secured to 'BB' from 'B+';
     -- Senior secured-second 'B+' from 'B'.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sebel Pier One, Sydney, Australia
            Contact: http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477; http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 11-13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Kellogg School of Management, NWU, Evanston, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

November 14-15, 2005
   AMERICAN CONFERENCE INSTITUTE
      Insurance Insolvency
         The Warwick, New York, New York
            Contact: http://www.americanconference.com/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Newsmaker Dinner
         Fairmont Royal York Hotel, Toronto, ON
            Contact: 416-867-2300 or http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Milwaukee Programs Committee
         The Wisconsin Club, Milwaukee, Wisconsin
            Contact: 815-469-2935 or http://www.turnaround.org/

November 16, 2005
   STRATEGIC RESEARCH INSTITUTE
      The Bankruptcy Reform Act of 2005: Practical Business
         Implication for Creditors
            Doubletree Metropolitan Hotel, New York, New York
               Contact: http://www.srinstitute.com/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Companies Fail - Book Signing and Remarks by Greg Bustin
         Westin Buckhead, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Networking Event
         Armadillo Palace, Houston, Texas
            Contact: 713-839-0808 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615; http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

November 17, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Networking Cocktail Reception
         New York, New York
            Contact: 541-858-1665 or http://www.airacira.org/

November 28-29, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Twelfth Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Essex House, New York, New York
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      State of Banking 2006 and Beyond - Economy, Climate for
         Turnaround Industry, Banking Relationships
            Tournament Players Club at Jasna Polana, Princeton,
               New Jersey
                  Contact: 312-578-6900;
                     http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
         Practitioners
            Hyatt Grand Champions Resort, Indian Wells, California
               Contact: 1-703-739-0800; http://www.abiworld.org/

December 2, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Open House
         Merchandise Mart, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Carolinas Holiday Reception
         The Park Hotel, Charlotte, North Carolina
            Contact: 704-926-0359 or http://www.turnaround.org/

December 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/UVANY Holiday Party
         Shanghai Reds, Buffalo, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

December 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Networking with CFA
         Pyramid Club, Philadelphia, Pennslyvania
            Contact: 215-657-5551 or http://www.turnaround.org/

December 7, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Evening Drinks
         GE Commercial Finance, Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/
December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Networking Breakfast
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA/CFA Holiday Party
         J.W. Marriott, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356; http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

January 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

January 14, 2006
   CEB
      Drafting & Negotiating Office Leases
         San Francisco, California
            Contact: customer_service@ceb.ucop.edu or
                1-800-232-3444

January 14, 2006
   CEB
      Real Property Financing
         Los Angeles, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2006
   CEB
      Drafting & Negotiating Office Leases
         Sacramento, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2006
   CEB
      Drafting & Negotiating Office Leases
         San Diego, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2006
   CEB
      Real Property Financing
         Sacramento, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 21, 2006
   CEB
      Real Property Financing
         San Diego, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 28, 2006
   CEB
      Drafting & Negotiating Office Leases
         Anaheim, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2006
   CEB
      Drafting & Negotiating Office Leases
         Santa Clara, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2006
   CEB
      Real Property Financing
         Anaheim, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 28, 2005
   CEB
      Real Property Financing
         Santa Clara, California
            Contact: customer_service@ceb.ucop.edu or
               1-800-232-3444

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 27-28, 2006
   PRACTISING LAW INSTITUTE
      8th Annual Real Estate Tax Forum
         New York, New York
            Contact: http://www.pli.edu/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 4-6, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Marriott, Park City, Utah
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30-31, 2006
   PRACTISING LAW INSTITUTE
      Commercial Real Estate Financing: What Borrowers &
         Lenders Need to Know Now
            Chicago, Illinois
               Contact: http://www.pli.edu/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

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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