TCR_Public/051115.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 15, 2005, Vol. 9, No. 271

                          Headlines

ACURA PHARMA: Sept. 30 Balance Sheet Upside-Down by $4.9 Million
ADELPHIA COMMS: Sells 140 Vehicles & Other Assets for $900,378
ADELPHIA COMMS: Fisher Sweetbaum Approved as Special Counsel
ADELPHIA COMMS: Court OKs Tauber & Balser as Forensic Accountant
AFC Enterprises: Oct. 2 Balance Sheet Upside-Down by $44.2 million

ALLIED DEFENSE: Delays Filing of Financial Results
AMERICAN CLASSIC: Administrator Settles American Express Dispute
AMERICAN REMANUFACTURERS: Wants Black Diamond DIP Loan Approved
AMERICAN REMANUFACTURERS: Ready to Sell Assets to Senior Lenders
AMERISTAR CASINOS: Obtains New $1.2 Billion Senior Credit Facility

AMERUS GROUP: Earns $38.6 Mil. in Third Quarter Ending Sept. 30
ANCHOR GLASS: PricewaterhouseCoopers Continues as Auditor
ANCHOR GLASS: Turns to Corporate Forensics for Admin. Services
AOL LATIN AMERICA: Inks Termination Agreement with Itau Parties
ASARCO LLC: Union Agrees to End Four-Month Strike

ATA HOLDINGS: Says Classified August Memo No Longer Valid
BEAR STEARNS: Fitch Junks Rating on $475,739 Certificate Class
BIOVAIL CORP: Earns $101.7 Mil. in Third Quarter Ending Sept. 30
BLACKBOARD INC: Moody's Rates $80 Million Sr. Sec. Debts at Ba3
BLOCKBUSTER INC: S&P Holds Junk Subordinated Note Rating

BROOKLYN HOSPITAL: Wants $25 Million DIP Loan with CIT Approved
BROOKLYN HOSPITAL: Wants More Time to Decide on Unexpired Leases
CASCADE BASIN: Case Summary & 20 Largest Unsecured Creditors
CDC COMMERCIAL: Moody's Affirms B3 Rating on $3MM Class P Certs.
CELERO TECHNOLOGIES: Files Schedules of Assets and Liabilities

CHYRON CORP: Balance Sheet Upside-Down by $1.29 Mil. at Sept. 30
COLLINS & AIKMAN: Wants to Extend Claims Bar Date to May 11, 2006
CYBERCARE INC: Wants to Hire Stichter Riedel as Bankruptcy Counsel
CYBERCARE INC: U.S. Trustee Meeting With Creditors on November 18
DELPHI CORP: Indian Auto-Parts Makers May Purchase Assets

DELTA AIR: Reaches Agreement with PAFCA to Cut Wages by 9-10%
DOANE PET: S&P Raises Sr. Unsecured Debt Rating to B- from CCC+
ELITE TECHNICAL: Placed Under Receivership & Enters Bankruptcy
EXECUTE SPORTS: Net Loss Rises 42% Year-Over-Year in 3rd Quarter
EXIDE TECH: Wants Court to Bless National City Settlement Pact

FEDERAL-MOGUL: Asks Court to Okay $775 Mil. Amended DIP Facility
FEDERAL-MOGUL: Court Grants Relief to Complete UK Settlement
FEDERAL-MOGUL: Wants to Top Deutsche Bank's $421M T&N Debt Offer
FEDERAL-MOGUL: Asks Court to Approve A.T. Kearney Consulting Pact
FORTRESS CBO: Moody's Raises Pref. Certificates' Rating to Ba2

FRONTIER INSURANCE: Court Approves Amended Disclosure Statement
FUSIONWARE: Revitalization Partners Raises Phoenix from Ashes
GB HOLDINGS: Court Sets February 1 as Claims Bar Date
GEORGIA-PACIFIC: Koch Forest Offers GP Shareholders $13.2 Billion
GEORGIA-PACIFIC: Offering to Buy Back $2.6 Billion of Bond Debt

GLOBAL CROSSING: Balance Sheet Upside-Down by $139M at Sept. 30
GT BRANDS: Courts Extends Exclusive Plan Filing Period to Feb. 8
HIGH VOLTAGE: Inks Pact Resolving Robicon & Siemens Dispute
HINES HORTICULTURE: Posts $5.2 Million Net Loss in Third Quarter
HINES HORTICULTURE: Senior Lenders Grant Financial Covenant Waiver

HOMELIFE CORPORATION: Court Resets Closure Hearing to December 14
INTERSTATE BAKERIES: 29 Creditors Sell $1.4 Mil. of Trade Claims
K & F INDUSTRIES: Earns $6 Mil. in Three Months Ending Sept. 30
KRISPY KREME: Canadian Court Approves Purchase of KremeKo Assets
LASERSIGHT INC: Earns $105,000 in Third Quarter Ending Sept. 30

LEESHORE INC: Case Summary & 2 Largest Unsecured Creditors
LTX CORP: CFO Patrick Spratt Elected to Board of Directors
MATRIA HEALTHCARE: Acquisitions Spur S&P to Affirm B+ Debt Rating
MAXXAM INC: Sept. 30 Balance Sheet Upside-Down by $676.9 Million
MCLEODUSA INC: Court Okays Payment of Contractor & Trade Claims

MCLEODUSA INC: Can Pay Taxes in the Ordinary Course of Business
MCLEODUSA INC: Court Okays Payment of Prepetition Employee Debts
MESABA AVIATION: Wants Northwest to Turnover Service Pact Fees
MICHAEL FOODS: S&P Places B+ Rating on $640 Mil. Sr. Secured Loans
MORRIS PUBLISHING: S&P Rates Proposed $350M Sr. Sec. Loans at BB+

MOVIE GALLERY: Weak Operations Cue S&P to Pare Junk Unsec. Notes
NATIONAL ENERGY: Court Okays Bank of Montreal Settlement Pact
NETWORK INSTALLATION: Taps Michael Rosenthal as Kelly Tech's Pres.
NHC COMMUNICATIONS: Provides Updates on Notice of Default
NORTHWEST AIRLINES: Ct. Denies Request for Mesaba Contempt Finding

NORTHWEST AIRLINES: Ernst & Young Gets Interim Okay as Auditors
NORTHWEST AIRLINES: Meeting of Creditors Scheduled for Nov. 14
NVE INC: Has Until Jan. 9 to Remove State Court Actions
O'SULLIVAN IND: Court Approves Interim Compensation Protocol
O'SULLIVAN IND: Gets Okay to Hire Lamberth Cifelli as Counsel

PC LANDING: Wants Continued Access to Lenders' Cash Collateral
PENHALL INT'L: S&P Withdraws B Credit Rating at Company's Request
PERRYVILLE ENERGY: Wants Court to Formally Close Chapter 11 Cases
PETROHAWK ENERGY: Posts $36.5 Million Net Loss in Third Quarter
POINTS INT'L: Sept. 30 Balance Sheet Upside-Down by $3.5 Million

PROSOFT LEARNING: Provides Update on Trading Information
RAFCO GIFTS: Completes Sale to Franchise Bancorp
RCN CORP: Posts $42.1 Million Net Loss in Third Quarter 2005
REFCO INC: Final Hearing for B.A.'s Motion Set on December 8
REFCO INC: Wants Court to Establish Property Litigation Procedures

REFCO INC: Proposes 1/2-Month Cash Deposit for Utility Providers
RESCARE INC: Subsidiary to Buy Workforce Services Group of ACS
SG MORTGAGE: Fitch Places Low-B Rating on $7.31 Mil. Class Certs.
SOLUTIA INC: Wants Waiver Agreement under DIP Financing Approved
SOLUTIA INC: Provides Update on Pending Legal Proceedings

SOLUTIA INC: Court Approves $255 Million Astaris Sale to ICL
TELEGLOBE COMMS: Wants Whiting-Turner Agreement Okayed Tomorrow
TESORO PETROLEUM: Fitch Puts BB Rating on $900M Sr. Unsec. Notes
TODD MCFARLANE: Wants to Access $500,000 DIP Financing from BofA
TOWER AUTOMOTIVE: Files Fifth Amendment to DIP Financing Pact

TOWER AUTOMOTIVE: Court Approves Assumption of FBO Systems Pact
TOWER AUTOMOTIVE: Inks Meridian Relocation Agreement
UAL CORP: Appellate Court Upholds Ruling on Plan Termination
UAL CORP: Hiring 2,000 New Flight Attendants for 2006
UNITED RENTALS: Lenders Agree to Wait Until Mar. 31 for Financials

US AIRWAYS: Exchanges Common Stock for America West's Senior Notes
US AIRWAYS: Releases Third Quarter 2005 Financial Results
US AIRWAYS: Wants Plan Injunction Modified to Settle Claims
VARELA ENTERPRISES: Court Confirms 2nd Amended Reorganization Plan
WACHOVIA BANK: Moody's Lowers $2 Mil. Class RC's Rating to Ba3

WELLS-GARDNER: LaSalle Grants 3rd Quarter Waiver of Loan Covenant
WHOLE AUTO: Fitch Upgrades Class D Notes to BBB from BB
WINN-DIXIE: Court Approves New $2.3 Million AFCO Finance Pact
WINN-DIXIE: Wants Agreement with Settling Insurers Approved
WINN-DIXIE: Court Extends LNR Partners' Bar Date Due to Hurricane

* Paul Ravaris Elected Partner at Corporate Revitalization

* Large Companies with Insolvent Balance Sheets

                          *********

ACURA PHARMA: Sept. 30 Balance Sheet Upside-Down by $4.9 Million
----------------------------------------------------------------
Acura Pharmaceuticals, Inc. (OTCBB: ACUR) reported a net loss of
$1.6 million for the quarter ended Sept. 30, 2005, compared to a
net loss of $51.5 million for the same period in 2004.  Included
in the quarter ended Sept. 30, 2004, is a non-cash charge of
$47.8 million for amortization and write-off of debt discount and
private debt offering costs.

For the nine months ended Sept. 30, 2005, the Company's net loss
was $5 million compared to a net loss of $67.9 million for the
same period in 2004.  During the nine months ended Sept. 30, 2004,
the Company recorded gains of $12.4 million from debt
restructuring and $2.4 million from the divestment of certain
non-revenue generating assets.  Expenses for the nine-month period
ended Sept. 30, 2004, included, among other things, a non-cash
charge for amortization and write-off of debt discount and private
debt offering costs of $72.5 million.

                         Bridge Funding

On Nov. 9, 2005, the Company completed the closing of a bridge
loan transaction providing gross proceeds to the Company of
$800,000.  The bridge loan was made in accordance with a Loan
Agreement, dated Nov. 9, 2005, by and among the Company with:

     * Galen Partners III, LP,

     * Galen Partners International III, LP,

     * Galen Employee Fund III, LP,

     * Care Capital Investments II, LP,

     * Care Capital Offshore Investments II, LP,

     * Essex Woodlands Health Venture V, LP, and

     * additional lenders as may become a party thereto
       pursuant to the terms of the November 2005 Bridge Loan
       Agreement.

The November 2005 Bridge Loan Agreement provides for additional
bridge loan indebtedness in the principal amount of up to
$250,000.  No assurance can be given, however, that any additional
bridge loans will be made to the Company by the November 2005
Bridge Lenders.  The Company will use the proceeds from the bridge
loan to continue developing its Aversion(r) Technology and to fund
operating expenses.  The bridge loan is secured by a lien on all
of the Company's assets, senior in right of payment and lien
priority to all other indebtedness of the Company, bears interest
at the rate of 10% per annum and matures on June 1, 2006.

                 Conversion of Preferred Shares

Effective Nov. 10, 2005, all of the Company's issued and
outstanding shares of preferred stock were automatically and
mandatorily converted into the Company's common stock in
accordance with the terms of the Company's Restated Certification
of Incorporation.

On Nov. 10, 2005, the Company received the consent to the
Preferred Stock Conversion from GCE Holdings, LLC.  GCE Holdings,
LLC is the assignee of all Preferred Stock formerly held by each
of Galen Partners International III, LP, Galen Partners III, LP,
Galen Employee Fund III, LP, Care Capital Investments II, LP, Care
Capital Offshore Investments II, LP, and Essex Woodlands Health
Ventures V, LP.  GCE Holdings, LLC held in excess of 51% of the
Company's issued and outstanding Series A Preferred Stock.

               Common Stock Issued and Outstanding

After giving effect to the Preferred Stock Conversion, effective
Nov. 10, 2005 the Company has an aggregate of approximately
329 million shares of Common Stock issued and outstanding.
Effective Nov. 10, 2005, the Company has no remaining preferred
stock issued and outstanding.

Acura Pharmaceuticals, Inc. -- http://www.acurapharm.com/--  
together with its subsidiaries, is an emerging pharmaceutical
technology development company specializing in proprietary opioid
abuse deterrent formulation technology.

                          *     *     *

At Sept. 30, 2005, Acura Pharmaceuticals' balance sheet showed a
$4,889,000 stockholders' deficit, compared to a $1,085,000 deficit
at Dec. 31, 2004.


ADELPHIA COMMS: Sells 140 Vehicles & Other Assets for $900,378
--------------------------------------------------------------
Pursuant to the Excess Assets Sale Procedures approved by the U.S.
Bankruptcy Court for the Southern District of New York, Adelphia
Communications Corporation and its debtor-affiliates inform Judge
Gerber that they will sell these excess properties for $900,378:

1. Property:          140 vehicles
    Purchaser:         Asset Disposal Group
    Agent:             none
    Amount:            $78,167
    Deposit:           none
    Appraised Value:   No appraisal was conducted.

2. Property:          Real Property located in Oak Level
                       Township, at Nash County in South Carolina
                       pursuant to a deed for highway right of way
    Purchaser:         North Carolina Department of Transportation
    Agent:             none
    Amount:            $3,400
    Deposit:           none
    Appraised Value:   none

3. Property:          Excess personal property consisting of
                       certain building materials and video and
                       kitchen equipment
    Purchaser:         The Maple Tree
    Agent:             none
    Amount:            $3,811
    Deposit:           none
    Appraised Value:   No appraisal was conducted.

4. Property:          Lot at 170 in the Long Cove development in
                       Hilton Head, SC 29928
    Purchaser:         T&S of the Low Country
    Agent:             Charter One Realty Company
    Amount:            $800,000
    Deposit:           $5,000
    Appraised Value:   $800,000

5. Property:          Miscellaneous equipment
    Purchaser:         Stewart D. Gordnier
    Agent:             Acker & Larson, PC
    Amount:            $15,000
    Deposit:           $500
    Appraised Value:   No appraisal was conducted.

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.  (Adelphia Bankruptcy News, Issue No.
112; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Fisher Sweetbaum Approved as Special Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Adelphia Communications Corporation and its debtor-affiliates
permission to employ Fisher, Sweetbaum & Levin, P.C., as their
special counsel to continue to represent them with respect to real
estate matters.

On Feb. 18, 2003, the ACOM Debtors retained Fisher Sweetbaum
as an ordinary course professional.  Because the firm anticipates
that they will exceed the monthly cap for ordinary course
professionals and because the Debtors want to expand the scope of
the firm's services, the Debtors deem it necessary to seek the
Court's authorization for Fisher's employment.

Fisher Sweetbaum provides general representation to its clients
in numerous areas, including real estate, commercial and
litigation matters.  The ACOM Debtors selected the firm as their
counsel because of its diverse experience and extensive knowledge
in the field of real estate law.  Furthermore, the firm already
has been providing the Debtors with legal representation with
respect to various real estate matters.

Fisher Sweetbaum will provide legal representation to the ACOM
Debtors in their Chapter 11 cases, regarding real estate matters,
including real estate due diligence in connection with the sale
of assets to Time Warner, NY Cable LLC and Comcast Corporation.
The legal services may include:

    -- due diligence,
    -- title review,
    -- leasing,
    -- lease assignments,
    -- easements,
    -- easement assignments,
    -- property conveyances, and
    -- preparation, review and negotiation of closing documents.

Fisher Sweetbaum may also provide additional legal services to
the ACOM Debtors for matters not related to the Time Warner-
Comcast sale.

As reported in the Troubled Company Reporter on Oct. 3, 2005, the
firm will be paid on an hourly basis, plus reimbursement of
actual and necessary expenses incurred.  Fisher Sweetbaum's
hourly rates currently range:

             Designation             Hourly Rates
             -----------             ------------
             Attorneys                $130 - $275
             Paralegals                $65 - $120

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.  (Adelphia Bankruptcy News, Issue No.
111; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Court OKs Tauber & Balser as Forensic Accountant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Adelphia Communications Corporation and its debtor-affiliates
permission to hire Tauber & Balser, P.C., as forensic accountants
to provide:

    a. litigation support services to Dechert LLP in connection
       with Dechert's representation of the Debtors in a
       litigation against Deloitte & Touche LLP; and

    b. consulting or expert testimony services, including advising
       the Debtors with regard to the investigation of claims
       asserted by and against Deloitte.

On July 18, 2005, the ACOM Debtors hired Tauber as an ordinary
course professional.

Because Tauber has exceeded the monthly cap for ordinary course
professionals, the Debtors determined that it is necessary to
employ the firm pursuant to Sections 327(a) and 328 of the
Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy
Procedure, and Local Bankruptcy Rule 2014-1.

The ACOM Debtors selected Tauber because of its diverse
experience and extensive knowledge in the fields of forensic
accounting and litigation support.

Tauber will be paid on an hourly basis and reimbursed of actual
and necessary expenses incurred.  The firm charges these hourly
rates:

       Key Personnel                  $170 - $440
       Paraprofessionals                      $95
       Associates                     $125 - $135
       Senior Professional Staff      $145 - $165

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.  (Adelphia Bankruptcy News, Issue No.
110; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AFC Enterprises: Oct. 2 Balance Sheet Upside-Down by $44.2 million
------------------------------------------------------------------
AFC Enterprises, Inc. (Nasdaq: AFCE) reported financial results
for its third fiscal quarter that ended Oct. 2, 2005.

The Company reported net income of $100,000 in the third quarter
of 2005 compared to net loss of $1.9 million in the third quarter
of 2004.

AFC reported cash and cash equivalents and short-term investments
of $70.9 million at the end of the third quarter of 2005 compared
to $12.8 million at year-end 2004.

Total revenues decreased 18.1% to $31.2 million in the third
quarter of 2005 versus $38.1 million in the third quarter of 2004.
The $6.9 million decline in total revenues was principally due to
a $7.3 million decrease in sales from company-operated
restaurants.  The $7.3 million decline in company-operated
restaurant sales was comprised of approximately $3.4 million due
to the effects of restaurant closures resulting from Hurricane
Katrina, approximately $1.9 million from the sale to franchisees
of certain company-operated restaurants in 2004 and the closure of
underperforming restaurants in 2004 and 2005, and $2.9 million in
sales relating to the non- consolidation of a franchisee
previously consolidated in 2004 pursuant to Financial Accounting
Standard Board Interpretation No. 46.  These factors were
partially offset by a $300,000 increase in same-store sales at
company-operated restaurants and a $700,000 increase associated
with one new company-operated restaurant opening and two
restaurant conversions from franchise to company operations in
2005.

Franchise revenues of $17.7 million were up $0.3 million in the
third quarter of 2005 compared to franchise revenues of $17.4
million in the third quarter of 2004.  This increase included $0.5
million in royalties resulting from a greater number of franchised
restaurants, and $300,000 in same- store sales for franchised
restaurants.  The increase was partially offset by $0.4 million of
temporary relief to the Company's Korean master franchisee
conditioned upon the franchisee's reinvestment of the funds in
marketing and development.

General and administrative expenses were $14.1 million in the
third quarter of 2005 representing a $6.6 million decrease from
the third quarter of 2004.  The overall net decrease was
principally associated with the reduction in professional and
legal fees, information technology costs and the closing of the
AFC corporate center.  Included in the $14.1 million general and
administrative expenses was $4.9 million of executive benefits,
severance and professional fees incurred by AFC in the process of
closing the corporate center and $600,000 for restricted stock
grants to existing employees.

Operating profit was $4.3 million in the third quarter of 2005
compared to an operating loss of $4.5 million in the third quarter
of 2004. The operating profit increase was primarily due to the
reduction of $6.6 million in general and administrative expenses,
a $1.4 million decrease in asset impairments principally related
to information technology assets in 2004, a $0.6 million decrease
in depreciation and amortization, and a $0.3 million increase in
franchise revenue.

Income before discontinued operations and accounting change
increased by $2.5 million to $0.2 million in the third quarter of
2005 compared to a loss before discontinued operations and
accounting change of $2.3 million in the third quarter of 2004.
This improvement was principally due to an $8.8 million increase
in operating profit which was partially offset by $1.3 million in
higher interest expense and $5.1 million of higher income taxes
primarily resulting from higher taxable income and nondeductible
expenses.

                  Effects of Hurricane Katrina

The Company estimates that 36 company-operated restaurants and 90-
95 franchised restaurants, were closed for at least one day due to
storm damage, loss of electricity and flooding from Hurricane
Katrina.  The closed restaurants were primarily located along the
Gulf Coast of Alabama, Mississippi, and in the New Orleans area.
As of October 2, 2005, the end of the Company's third fiscal
quarter, 39 restaurants were temporarily closed, which included 32
company-operated restaurants in New Orleans and 7 franchised
restaurants. Hurricane Katrina's impact on third quarter
operations resulted in approximately 1,880-1,900 lost operating
days for the Popeyes system.

At Nov. 10, 2005, the Popeyes system has 33 restaurants
temporarily closed due to the effects of Hurricane Katrina, which
includes 28 company- operated restaurants in New Orleans and 5
franchised restaurants.  The Company has re-opened 7 company-
operated restaurants and expects approximately 3 additional
company-operated restaurants to re-open by the end of fiscal year
2005.  The Company expects an additional 8-12 company-operated
restaurants to be re-opened in fiscal 2006, subject to available
staffing and local governmental approval.  The remaining 14-18
company-operated restaurants will be evaluated to determine which
restaurants will be re-opened at their current site, relocated, or
permanently closed.  This evaluation will continue well into 2006
as governmental plans for revitalization and re-settlement of New
Orleans become clearer.  Of the franchised restaurants that
currently remain closed, the Company expects 2 restaurants will
re-open prior to the end of fiscal 2005 and 3 restaurants will re-
open during fiscal 2006.

                    Effects of Hurricane Rita

The Company estimates that 145-155 franchised restaurants were
closed for at least one day due to storm damage, loss of
electricity and flooding from Hurricane Rita.  As of Oct. 2, 2005,
the end of the Company's third fiscal quarter, 18 franchised
restaurants remained closed in Texas and Louisiana.  Hurricane
Rita's impact on third quarter operations resulted in
approximately 450-460 lost operating days for the Popeyes
franchise system.  As of Nov. 10, 2005, all franchised restaurants
affected by Hurricane Rita have re-opened.

                 Financial Impact of Hurricanes

During the third quarter of 2005, the Company recognized $4.1
million of long-lived asset impairments and $1.4 million of other
expenses such as relief payments to employees, inventory write-
offs, donations to the American Red Cross, and clean-up costs
associated with Hurricane Katrina.  Offsetting these incurred
costs, the Company recorded recoveries of $4.3 million associated
with insurance claims for property and inventory losses and $0.3
million for business interruption claims.

As a result of the hurricane-related restaurant closures, the
Company estimates the negative impact on operating profit is $1.8
million or after tax net income effect of approximately $1.0
million for the third quarter of 2005.  The $1.8 million includes
$0.9 million expenses in donations to the relief effort and
employee assistance and $0.9 million of lost operating profit from
restaurant operations which the Company will include in future
business interruption insurance claims.

AFC maintains up to $25 million in insurance coverage for property
and casualty, flood and business interruption.  These coverages
are subject to deductibles that total approximately $1.2 million.
The Company believes its insurance is adequate to cover property
and casualty losses in excess of the deductibles.  In addition,
the Company's business interruption insurance is expected to cover
substantial portions of lost restaurant operating profit
associated with closed company-operated restaurants.  The Company
expects that the loss of royalty revenue from closed franchised
restaurants will be substantially offset by business interruption
insurance and increases in franchise royalty revenue from an
increase in sales in markets adjacent to the affected region.  The
timing and the amount of insurance recoveries are difficult to
predict at this time.

            2005 Operational Performance Projections

Popeyes continues to anticipate full-year domestic same-store
sales growth for 2005 to be within the range of its projections of
up 2.0-3.0%, new unit openings for 2005 from 115-125 restaurants
and closings at 70-80 restaurants.

The Company has refined its projected annualized general and
administrative expense run rate to be approximately $33-$35
million by the end of 2005, excluding the Company's $3 million for
spice royalty expense, $3-$4 million for rent expense associated
with restaurants leased by AFC and then subleased to franchisees,
and restricted stock grants.

Kenneth Keymer, President of Popeyes Chicken & Biscuits, stated,
"Despite the significant impact Hurricanes Katrina and Rita had on
our system during the third quarter, I am very pleased with the
performance of our business operations.  We continue to see
strength in our domestic opening pipeline while completing our
fifth consecutive quarter of positive same-stores sales.  We
debuted two very successful limited time offers, Butterfly Shrimp
and Spicy BBQ Wings. Perhaps most importantly, we are seeing a
nice step up in sales and profit momentum.  I am very pleased that
our management team was able to retain focus on growing the
overall business.  The team delivered solid performance and at the
same time stayed actively involved in positioning Popeyes for
successfully re-entering our "Hometown" of New Orleans."

AFC Enterprises, Inc. -- http://www/afce.com/-- is the franchisor
and operator of Popeyes(R) Chicken & Biscuits, the world's second-
largest quick-service chicken concept based on number of units.
As of Oct. 2, 2005, Popeyes had 1,772 restaurants in the United
States, Puerto Rico, Guam and 25 foreign countries.  AFC's primary
objective is to be the world's Franchisor of Choice(R) by offering
investment opportunities in its Popeyes Chicken & Biscuits brand
and providing exceptional franchisee support systems and services.

At Oct. 2, 2005, AFC Enterprises, Inc.'s balance sheet showed a
$44.2 million stockholders' deficit compared to a $140.9 million
positive equity at Dec. 26, 2005.


ALLIED DEFENSE: Delays Filing of Financial Results
--------------------------------------------------
The Allied Defense Group, Inc. (Amex: ADG) reported on Nov. 11,
2005, that it will delay filing its Form 10-Q for the period
ending Sept. 30, 2005 and will restate its financial results for
the periods ending March 30, 2005, and June 30, 2005.

The Company's previously issued 2005 quarterly financial
statements should no longer be relied upon until restatements
thereof are filed with the Securities and Exchange Commission.

                       Material Weakness

The Company, in consultation with the Company's audit committee,
determined that it had not met the documentation requirements
needed to apply hedge accounting to certain foreign currency
exchange contracts entered into during the first and second
quarters of 2005.  These revisions relate to a previously
disclosed material weakness in internal controls surrounding
accounting for derivatives.  The Company has revised its
documentation templates and processes and believes it will be
compliant with FAS 133 requirements on an ongoing basis as of the
third quarter of 2005.  The Company also believes the hedges in
question have been and remain economically effective.

                         New Auditor

The Company recently announced the appointment of BDO Seidman, LLP
as the Company's independent auditor for the year ending Dec. 31,
2005. BDO's engagement commenced Oct. 27, 2005.  The Company had
previously reported the resignation of its former auditor, Grant
Thornton, LLP, who was its auditor of record through the second
quarter of 2005.

Major General (Ret.) John J. Marcello, Chief Executive Officer and
President of The Allied Defense Group said, "As for the
restatement, the proper documentation of derivative activities is
particularly difficult.  I note that a number of other public
companies are experiencing similar challenges.  I am pleased that
our new financial team has found and corrected the problem.
Though our new CFO and our new auditor have been with the Company
a short time, they have already demonstrated pointed expertise to
the Company's benefit.

"While I am disappointed by these results, they are in no way
indicative of our future performance.  The issue here is a matter
of timing, as we often face in our business.  Allied has continued
to diversify its product and customer bases over the last few
years, especially in 2005, but MECAR still accounts for a majority
of our revenue and profit.  As such, we are still subject to risks
largely beyond our control associated with that business,
including delays in receiving contracts.  It is entirely possible
the pending contracts may be signed in 2005, in which case we
should report earnings on the high side of the guidance range.
However, if the signing of these anticipated contracts is delayed
until after Dec. 31, they will instead benefit our 2006 results.
Our core business remains healthy and our over $100 million
backlog is an indication of that fact.

"This is an unfortunate situation which we must address and there
are a number of significant activities ongoing within ADG to do
just that.  ADG has taken a number of noteworthy actions to
accelerate meaningful growth and to diversify revenue and profit.
In fact, we are changing the way we do business:

    1) We are re-orienting to focus on our two core competencies,
       munitions/weapons effects and electronic security, and will
       look critically at the rest.

         a. We have consolidated operations at MECAR USA and Titan
            under a unified management team to create and leverage
            operational efficiencies between U.S. and Belgium
            operations.  Now that MECAR USA is up and running, we
            have opened a new realm of opportunities.  In fact,
            even MECAR S.A.'s center of gravity is shifting with
            increased emphasis on meeting U.S. defense
            requirements.

         b. We are combining the offerings of The VSK Group,
            Control Monitor Systems, and NS Microwave into a
            Global Security Group to provide an all-encompassing
            security solution not in existence today.

            Additionally, we are positioned to launch VSK products
            into the U.S. market starting in 2006.

    2) We have extended our planning horizon to provide vision and
       shape the future for our continued success.

    3) We have established a corporate business development entity
       to create and coordinate additional opportunities in all
       business segments.

    4) We have brought on BDO Seidman, LLP as our new auditor and
       have made investments to upgrade our financial staff and
       systems at corporate and in the field.  These investments
       will continue into the first half of 2006 to create a world
       class team.

    5) We have dedicated additional resources to find accretive,
       complementary acquisitions within our component
       competencies that can compliment the significant organic
       growth capabilities already in place.

"I am confident those who are with us for the long haul will do
very well, as our history indicates.  The above actions are the
building blocks for ADG's success and I am confident we will see
those actions pay off in 2006," concluded Major General (R)
Marcello.

Based in Vienna, Virginia, The Allied Defense Group, Inc. --
http://www.allieddefensegroup.com/-- is a diversified
international defense and security firm which: develops and
produces conventional medium caliber ammunition marketed to
defense departments worldwide; designs, produces and markets
sophisticated electronic and microwave security systems
principally for European and North American markets; manufactures
battlefield effects simulators and other training devices for the
military; and designs and produces state-of-the-art weather and
navigation software, data, and systems for commercial and military
customers.


AMERICAN CLASSIC: Administrator Settles American Express Dispute
----------------------------------------------------------------
American Express agreed to reduce its claim against the estate of
American Classic Voyages Co. by approximately $196,327 in
settlement of an avoidance action launched by Paul Gunther, the
Plan Administrator appointed pursuant to American Classic's
confirmed Liquidating Plan.

Mr. Gunther initiated an adversary proceeding against American
Express in October 2003 in the U.S Bankruptcy Court for the
District of Delaware.  The Plan Administrator asserted that
American Express had received preferential prepetition transfers
from the Debtor totaling $392,655.  The Plan Administrator wanted
those payments returned to the estate for equal pro rata
distribution to all general unsecured creditors.

American Express didn't send the money back.  Rather, AmEx told
the Bankruptcy Court it had not received that much and that the
payments it did receive within the 90-day lookback period were
made in the ordinary course of business.

After extensive arms-length negotiations, American Express agreed
to reduce its claim against American Classic by $196,327. In
consideration of the settlement, American Classic agrees to
release American Express from and against any and all claims,
causes of action, rights, liens, demands, obligations and
liabilities arising out of or relating to the avoidance action.

Accordingly, Mr. Gunther asks the Bankruptcy Court to enter an
order authorizing the settlement.

American Classic Voyages Co., the world's largest U.S.-flag
cruise company and markets four distinct products that cruise
Hawaii, along the coast of North and Central America and on
America's inland waterways, filed for chapter 11 protection on
October 19, 2001 (Bankr. Del. Case No. 01-10954).  Francis A.
Monaco Jr., Esq., at Walsh, Monzack & Monaco, P.A., and Jeremy W.
Ryan, Esq. at Saul Ewing LLP, represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $37,413,665 in total assets and
$452,829,987 in total debts.  The Debtors' Second Amended Chapter
11 Liquidating Plan became effective in Aug. 19, 2003.


AMERICAN REMANUFACTURERS: Wants Black Diamond DIP Loan Approved
---------------------------------------------------------------
American Remanufacturers, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority:
to obtain postpetition financing from Black Diamond Commercial
Finance, LLC, as administrative agent.

                        Prepetition Debt

The Debtors are borrowers under a:

   * First Amended and Restated Credit Agreement for
     $16.8 million with Black Diamond Commercial Finance, LLC, as
     administrative agent;

   * Revolving Credit of $40 million with various lenders; and

   * Junior Term Loan Facility of $40 million with DDJ Capital
     Management, LLC, as administrative agent.

                          DIP Financing

Black Diamond, as administrative agent of a group of lenders,
agreed to provide the Debtors a revolving loan and other forms of
credit up to $31 million.  Part of the DIP loan will be used to
satisfy the prepetition revolving loan, leaving approximately $15
million available as postpetition working capital.

The loan will bear a 5% interest rate and will mature on March 3,
2006.

Under the DIP financing agreement, the Debtors will grant the
lenders first priority liens on their assets.  The lenders will
also be given a super-priority administrative claim statues under
Sections 364(c)(1) and 503(b) of the Bankruptcy Code.  Black
Diamond will also be entitled to a $250,000 annual administrative
agent fee.

              Need for Cash Collateral Use and DIP Loan

The Debtors say that their existing cash on hand and projected
operating revenues won't be sufficient to fund their on-going
working capital requirements.  The Debtors believe that obtaining
a firm commitment of a $31 million in postpetition financing will
not only enhance their liquidity and enable them to meet their
day-to-day expenses, but will also provide vendors, suppliers and
customers with confidence that they can continue operating as a
going concern.

Headquartered in Anaheim, California, American Remanufacturers,
Inc., and its affiliates are privately held companies that produce
remanufactured automotive components that include "half shaft"
axles, brake calipers, and steering components.  The Debtors are
the second largest full-line manufacturer of undercar automotive
parts in the United States.  The Debtor with its nine affiliates
filed for chapter 11 protection on November 7, 2005 (Bankr. D.
Del. Case No. 05-20022).  Kara S. Hammond, Esq., Pauline K.
Morgan, Esq., Sean Matthew Beach, Esq., at Young Conaway Stargatt
& Taylor LLP and Alan W. Kornberg, Esq., Kelley A. Cornish, Esq.,
Margaret A. Phillips, Esq., and Benjamin I. Finestone, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP represent the
Debtors.  When the Debtors filed for protection from their
creditors, they estimated their assets between $10 million to $50
million and their debts at more than $100 million.


AMERICAN REMANUFACTURERS: Ready to Sell Assets to Senior Lenders
----------------------------------------------------------------
American Remanufacturers, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to sell substantially all of their assets, free and clear of
liens, claims, encumbrances and interests, to an entity to be
formed by the companies' senior lenders with Black Diamond
Commercial Finance, LLC, as administrative agent.

The Debtors' assets will be sold for:

   * the sum under a postpetition secured indebtedness to the
     senior lenders, approximately $31 million; plus

   * $1,100,000.

The sale is expected to close by Feb. 6, 2006.

An auction, to solicit higher and better offers, will be scheduled
on a later date.

Headquartered in Anaheim, California, American Remanufacturers,
Inc., and its affiliates are privately held companies that produce
remanufactured automotive components that include "half shaft"
axles, brake calipers, and steering components.  The Debtors are
the second largest full-line manufacturer of undercar automotive
parts in the United States.  The Debtor with its nine affiliates
filed for chapter 11 protection on November 7, 2005 (Bankr. D.
Del. Case No. 05-20022).  Kara S. Hammond, Esq., Pauline K.
Morgan, Esq., Sean Matthew Beach, Esq., at Young Conaway Stargatt
& Taylor LLP and Alan W. Kornberg, Esq., Kelley A. Cornish, Esq.,
Margaret A. Phillips, Esq., and Benjamin I. Finestone, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP represent the
Debtors.  When the Debtors filed for protection from their
creditors, they estimated their assets between $10 million to $50
million and their debts at more than $100 million.


AMERISTAR CASINOS: Obtains New $1.2 Billion Senior Credit Facility
------------------------------------------------------------------
Ameristar Casinos, Inc. (Nasdaq: ASCA) reported on Nov. 11, 2005,
that it has replaced its existing senior secured credit facility
with a new $1.2 billion senior secured credit facility providing
significantly lower interest rate margins and other more
attractive terms.  Deutsche Bank Securities Inc. and Wells Fargo
Bank, N.A. acted as joint lead arrangers in connection with the
new credit facility.  Deutsche Bank Trust Company Americas is
acting as administrative agent for a syndicate of commercial banks
and other institutional lenders.  The proceeds of the new credit
facility were used to repay all $362.2 million principal amount of
loans outstanding under the existing senior credit facility and
will be available for Ameristar's general corporate and working
capital purposes, including the anticipated redemption in February
2006 of all $380 million outstanding principal amount of
Ameristar's 10-3/4% senior subordinated notes due 2009.

The new credit facility consists of:

    * a seven-year $400 million term loan, which was fully
      borrowed at closing, and

    * a five-year $800 million revolving loan facility, which was
      undrawn at closing.

Upon the satisfaction of certain conditions, Ameristar will have
the option to increase the total amount available under the new
credit facility by up to an additional $400 million.

The term loan bears interest at the London Interbank Offered Rate
plus 150 basis points or the base rate plus 50 basis points, at
Ameristar's option.  Borrowings under the revolving loan facility
will bear interest initially at LIBOR plus 100 basis points or the
base rate plus 0 basis points.  The LIBOR margin is subject to
adjustment between 75 and 175 basis points and the base rate
margin is subject to adjustment between 0 and 75 basis points, in
each case depending on Ameristar's leverage ratio.  The commitment
fee on the revolving loan facility will range from 25 to 50 basis
points, depending on the leverage ratio.

Craig H. Neilsen, Chairman and CEO, stated: "We are extremely
pleased to have obtained this new credit facility from a
distinguished group of major banks and other institutional
lenders.  We believe it is a testament to our strong financial
position and the excellent financial results we have achieved over
the past several years.  The new facility should provide us with
the capital resources necessary to fund our planned growth and
enable us to realize significant interest expense savings compared
to our prior credit facility."

Ameristar Casinos, Inc. is a leading Las Vegas-based gaming and
entertainment company known for its premier properties
characterized by innovative architecture, state-of-the-art casino
floors and superior dining, lodging and entertainment offerings.
Ameristar's focus on the total entertainment experience and the
highest quality guest service has earned it a leading market share
position in each of the markets in which it operates.  Founded in
1954 in Jackpot, Nevada, Ameristar has been a public company since
November 1993. The  company has a portfolio of seven casinos in
six markets: Ameristar St. Charles (greater St. Louis); Ameristar
Kansas City; Ameristar Council Bluffs (Omaha, Nebraska and
southwestern Iowa); Ameristar Vicksburg (Jackson, Mississippi and
Monroe, Louisiana); Mountain High in Black Hawk, Colorado (Denver
metropolitan area); and Cactus Petes and the Horseshu in Jackpot,
Nevada (Idaho and the Pacific Northwest).

                       *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2005,
Standard & Poor's Ratings Services assigned its 'BB+' rating and a
recovery rating of '1' to Ameristar Casinos Inc.'s proposed
$1.2 billion senior secured credit facility, indicating Standard &
Poor's expectation that the lenders would realize a high
expectation of full recovery of principal (100%) in the event of
payment default.

The bank loan is rated one notch above the corporate credit rating
given this recovery expectation.  Proceeds from the proposed bank
facility will be used to refinance existing debt and for fees and
expenses.

At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas, Nevada-based casino owner and operator, including its
'BB' corporate credit rating.  The rating on the company's
existing bank facility will be withdrawn once the new facility
closes.  The outlook remains stable.  Total debt outstanding at
June 30, 2005, was about $734 million.

"We expect Ameristar's casino portfolio to continue to generate a
stable source of cash flow that supports current credit measures,"
said Standard & Poor's credit analyst Peggy Hwan.  In addition, it
is expected that the company has built adequate debt capacity to
support management's growth objectives at the rating level.


AMERUS GROUP: Earns $38.6 Mil. in Third Quarter Ending Sept. 30
---------------------------------------------------------------
AmerUs Group Co. (NYSE:AMH) reported third quarter 2005 results,
which included:

     * a record adjusted net operating income of $48.6 million, an
       increase of 15% compared to $42.3 million a year ago;

     * a net income of $38.6 million, compared to 42.9 million a
       year ago;

     * a life insurance product sales of $30 million; and

     * a fixed annuity product sales of $686 million.

"This quarter's results once again reflect our strategic focus,
strong distribution management, investment management skill and
risk management expertise," Roger K. Brooks, chairman and chief
executive officer, said.  "Our products offer excellent value to
our customers and profitable results for our shareholders."

On a year-to-date basis, AmerUs Group's reported net income grew
nearly 9% to $135.7 million, compared to $124.8 million a year
ago.  Adjusted net operating income for the same period grew 15%
to $142.3 million, compared to $124.2 million a year ago.

Headquartered in Des Moines, Iowa, AmerUs Group Co. --
http://www.amerus.com/-- is engaged through its subsidiaries in
the business of marketing individual life insurance and annuity
products in the United States.  Its major subsidiaries include:
AmerUs Life Insurance Company, American Investors Life Insurance
Company, Inc., Bankers Life Insurance Company of New York and
Indianapolis Life Insurance Company.

As of Sept. 30, 2005, AmerUs Group's total assets were
$24.5 billion and shareholders' equity totaled $1.7 billion,
including accumulated other comprehensive income.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2005,
Fitch Ratings affirms the 'BBB' long term issuer rating of AmerUs
Group Co. as well as the ratings on its outstanding debt.  In
addition, Fitch affirmed the 'A' insurer financial strength
ratings to these AmerUs insurance subsidiaries: AmerUs Life
Insurance Co., Indianapolis Life Insurance Co., American Investors
Life Insurance Co., and Bankers Life Insurance Co. of New York.
The Rating Outlook is Stable.

These issues are affirmed with a Stable Outlook by Fitch:

AmerUs Group Co.

     -- Perpetual preferred stock at 'BB+';
     -- Long-term issuer at 'BBB';
     -- Senior notes at 'BBB';
     -- PRIDES at 'BBB'.

AmerUs Capital I

     -- Trust preferred at 'BB+'.

AmerUs Life Insurance Co.

     -- Insurer financial strength (IFS) at 'A'.

Indianapolis Life Ins. Co

     -- Surplus notes at 'BBB+';
     -- IFS at 'A'.

American Investors Life Insurance Co.

     -- IFS at 'A'

Bankers Life Insurance Co. of New York

     -- IFS at 'A'.


ANCHOR GLASS: PricewaterhouseCoopers Continues as Auditor
---------------------------------------------------------
Anchor Glass Container Corporation seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to retain
PricewaterhouseCoopers LLP as its auditors.

PwC has been the Debtor's auditors for the past three years.  PwC
was employed as financial advisor by the Debtor in its prior
bankruptcy case in 2002.

The firm's familiarity with the Debtor's financial affairs is a
benefit, Robert A. Soriano, Esq., at Carlton Fields PA, in Tampa,
Florida.

The Debtor is also familiar with the professional standing and
reputation of PwC.

PwC will provide the Debtor auditing services and additional
accounting advisory services, at the Debtor' request.
Specifically, PwC will:

   (a) audit the financial statements of the Debtor and advise
       and assist in the preparation and filing of financial
       statements and disclosure documents required by the
       Securities and Exchange Commission;

   (b) review unaudited quarterly financial statements of the
       Debtor; and

   (c) perform other related accounting services for the Debtor
       as may be necessary or desirable.

The Debtor believes that PwC's services are necessary to enable
it to maximize the value of its estate and to reorganize
successfully.  Furthermore, PwC is well qualified and able to
represent the Debtor in a cost-effective, efficient and timely
manner.

The Debtor will pay PwC on an hourly basis and reimburse the firm
for its actual and necessary expenses.  The customary hourly
rates of the firm's personnel are:

      Professional                  Hourly Rates
      ------------                  ------------
      National                          $660
      Partner                           $590
      Senior Manager                    $355
      Manager                           $265
      Senior Associate                  $185
      Associate                         $140

Mr. Soriano tells the Court that the Debtor does not owe PwC any
prepetition fees and expenses.  According to the PwC's books and
records, during the 90-day period prior to the Debtor's Petition
Date, the firm has received $45,000 from the Debtor for quarterly
review performed in the first quarter of 2005.

David LaVoy, a partner at PwC, assures the Court that the firm:

   -- has no connection with the Debtor, its creditors or other
      interested parties;

   -- does not hold any interest adverse to the Debtor's estates;
      and

   -- is a "disinterested person" as defined within Section 101
      (14).

Among others, Mr. LaVoy discloses that PwC has provided auditing
and accounting services to these entities but in matters wholly
unrelated to the Debtor's Chapter 11 cases:

      * The Bank of New York;
      * Pension Benefit Guaranty Corporation;
      * Congress Financial Corporation (Central);
      * Madeleine LLC;
      * General Electric Capital Corporation;
      * OCI Chemical Corporation;
      * Temple-Inland;
      * South Jersey Gas Company;
      * Pepco Energy Services, Inc.;
      * Owens-Brockway Glass Container.

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. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Turns to Corporate Forensics for Admin. Services
--------------------------------------------------------------
Anchor Glass Container Corporation asks permission from the U.S
Bankruptcy Court for the Middle District of Florida to employ
Corporate Forensics, LLC, to provide bankruptcy administrative
services in its case, nunc pro tunc to August 15, 2005.

Pursuant to an engagement agreement dated September 13, 2005,
Corporate Forensics will implement a weekly Direct Method Cash
Reporting System for distribution to the Debtor's DIP lenders,
key customers and other selected parties of interest.  The system
will include a rolling 13-week forecast with actual results for
the reporting week and a comparison to the prior week's
activities.  Included in this effort, Corporate Forensics will:

   (a) provide direction and supervision to the Debtor's treasury
       and accounting personnel;

   (b) establish and implement a process of daily book to bank
       cash reconciliation, which can be confirmed each month at
       the completion of the monthly bank reconciliation process,
       and train the Debtor's personnel in this process;

   (c) work closely with Treasury and other departments to
       identify opportunities to maximize the Debtor's cash
       position;

   (d) work with the Debtor's information technology and
       accounting personnel to develop a JD Edwards driven direct
       method cash flow statement for use in both weekly and
       monthly reporting;

   (e) update vendor and GL databases in JDE to improve accuracy
       in cash-flow forecasting by integrating GL forecasts to
       present and future vendor payment patterns;

   (f) integrate the ultimate cash forecast model into the
       accrual bases budget now being developed and update as
       changes in forecasts occur to identify timing impacts on
       case; and

   (g) maintain model with weekly updates for actual results and
       adjustments to forecast.

Corporate Forensics will also work with the Debtor's accounting
personnel, as required, to develop a proof of claim
reconciliation database and establish internal procedures for the
timely and accurate reconciliation of filed claims to scheduled
claims.

Furthermore, Corporate Forensics will serve as Noticing Agent to
all interested parties and parties affected by the motions and
orders filed and entered in the Debtor's Chapter 11 case.
Corporate Forensics will work closely with the Debtor's
bankruptcy counsel and Claims Agent to assure that all parties
are properly notified for all matters in accordance with Section
341 of the Bankruptcy Code and Rules 1007 and 2002 of the Federal
Rules of Bankruptcy Procedure.

Robert A. Soriano, Esq., at Carlton Fields PA, in Tampa, Florida,
asserts that Corporate Forensics has the ability to perform
certain administrative services that the Debtor does not possess
internally.  In addition, Corporate Forensics can perform certain
administrative acts for less money than the Debtor.  Corporate
Forensics can also work with Acclaris LLC, the Debtor's noticing
agent, claims agent, and balloting agent, to provide notices to
parties-in-interest at a lower cost than the Debtor's other
outside professionals.

The Debtor will pay Corporate Forensics in accordance with its
customary hourly rates and reimburse the firm's expenses incurred
in connection with the services.  Corporate Forensics' published
hourly rates are:

      Professional                  Hourly Rates
      ------------                  ------------
      Principal                         $250
      Senior Associate                  $150
      Associate                          $65

Corporate Forensics President John W. Chapman's initial hourly
payment will be at $150 for a period of less than 60 days from
the commencement of work.  After 60 days, Mr. Chapman and the
Debtor have agreed that the hourly rates will be reassessed.

Because of numerous exigencies that arose during the case, the
Debtor informs the Court that it did not file the Employment
Application until October 28, 2005, to the detriment of Corporate
Forensics, who has to not been paid for the services it has
rendered.  Nevertheless, Corporate Forensics has been rendering
services in accordance with the Agreement and should not be
disadvantaged, Mr. Soriano says.

Mr. Chapman makes it clear that Corporate Forensics will be
employed purely to assist the Debtor with the administrative
demands of its recent Chapter 11 filing.  Corporate Forensics'
engagement will not constitute an audit, review or compilation or
any other type of financial statement reporting or consulting
engagement that is subject to the rules of the American Institute
of Certified Public Accountants, the Statement on Standards for
Consulting Services or other state and national professional
bodies.

Mr. Chapman assures the Court that there are no conflicts of
interest between Corporate Forensics and the Debtor.  Should
there arise any conflicts, Mr. Chapman promises to disclose any
conflict and take the appropriate and necessary actions to
alleviate the conflict.

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. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AOL LATIN AMERICA: Inks Termination Agreement with Itau Parties
---------------------------------------------------------------
On Nov. 1, 2005, American Online Latin America, Inc., its
subsidiaries and the Itau Parties entered into a Termination
Agreement dated as of Oct. 31, 2005.

The Termination Agreement will expire as of the closing date the
two principal commercial agreements among the parties:

    i) the Strategic Interactive Services and Marketing Agreement
       by and among Banco Itau S.A., AOLA and AOL Brasil Ltda.,
       dated as of June 12, 2000, as amended; and

   ii) the Memorandum of Agreement by and among Itau, AOLA and
       AOLB, dated as of Dec. 14, 2002, as amended, as well as
       certain other agreements among the parties, including the
       Amended and Restated Registration Rights and Stockholders'
       Agreement by and among, Itau, AOLA and, for certain limited
       purposes, AOL, Aspen Investments LLC and Atlantis
       Investments LLC, dated as of March 30, 2001, as amended.

In addition, each of AOLA, AOLB, America Online, Inc., AOL Spain,
Aspen and Atlantis, on the one hand, and each of the Itau Parties:
Banco Itau S.A., Itau Bank, Limited, and Banco Banerj S.A., on the
other hand, agree to release the Itau Parties and the AOLA
Parties, respectively, and each such party's respective directors,
officers, employees, affiliates, shareholders, members, managers,
agents, representatives, attorneys, advisors, assigns and
successors from any and all Claims arising under or in connection
with the Agreements.

As consideration for the termination of the Agreements and the
releases granted, and in satisfaction of all of the remaining
obligations of the Itau Parties thereunder, at the closing, Itau
will make:

   a) a one-time payment to AOLA in the amount of $1,647,059 and

   b) a one-time payment to AOLB in the amount of R$4,703,235,
      which is equivalent to approximately US$2.1 million dollars.

The closing of the Termination Agreement is subject to certain
conditions, including the approval of the United States Bankruptcy
Court for the District of Delaware.

Headquartered in Fort Lauderdale, Florida, America Online Latin
America, Inc. -- http://www.aola.com/-- offers AOL-branded
Internet service in Argentina, Brazil, Mexico, and Puerto Rico, as
well as localized content and online shopping over its proprietary
network.  Principal shareholders in AOLA are Cisneros Group, one
of Latin America's largest media firms, Brazil's Banco Itau, and
Time Warner, through America Online.  The Company and its debtor-
affiliates filed for chapter 11 protection on June 24, 2005
(Bankr. D. Del. Case No. 05-11778).  Pauline K. Morgan, Esq., and
Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP and
Douglas P. Bartner, Esq., at Shearman & Sterling LLP represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$28,500,000 and total debts of $181,774,000.


ASARCO LLC: Union Agrees to End Four-Month Strike
-------------------------------------------------
The United Steelworkers' members from six copper mining, smelting,
refining and concentrating facilities owned by ASARCO, LLC,
ratified contracts over the weekend to end strikes that began just
over four months ago.  Members of the seven other unions also
ratified the contract.  The USW represents approximately 80% of
ASARCO's 1,500 employees.

The USW said that the newly ratified contracts will extend until
Dec. 31, 2006, all the terms and conditions of the collective
bargaining agreements that were in effect before the strike began.
In addition, workers won an important "successorship" clause that
will require any potential buyer of all or part of the current
ASARCO facilities to recognize the Unions and to negotiate a labor
agreement prior to completing a sale.

In addition to granting the successorship language, the company
also agreed to waive its Section 1113 rights to petition the court
to void the labor agreement and waived its Section 1114 rights to
petition the court to void, change or amend the pension agreement.

The unfair labor practice strikes began July 2nd through July 6th
after strike votes were conducted at each location, concluding
with a vote by employees at ASARCO's Amarillo, Texas refinery on
July 6, 2005.

USW District 12 Director Terry Bonds said he was proud of the
courage, strength and solidarity union members displayed over the
course of the strike, even after ASARCO sought protection under
Chapter 11 Bankruptcy in early August and announced it was going
to hire scab replacement workers in mid September.  Mr. Bonds said
the strike settlement agreement was achieved in part due to the
intervention of the Official Unsecured Creditors Committee in the
ASARCO bankruptcy proceedings.

"ASARCO tried to scare its employees back into the mines and other
facilities, but our members' strength and resolve prevailed," Mr.
Bonds said.  "We must now focus on getting back to work and
returning ASARCO to profitability.  This is important not only for
our members but for the Creditors.  The Creditors Committee
recognized that the way back to profitability is for our members
to be back to work making copper.  We are grateful for the role
Creditors Committee played in convincing ASARCO to negotiate a
fair and equitable agreement and get our members back to work."

Mr. Bonds said he believes the financially troubled company will
now be able to take advantage of the current boom in the market
for copper worldwide with its regular workforce intact.  Mr. Bonds
said the USW is committed to seeking long- term solutions to
ASARCO's financial problems.

"Our members deserve a stable employer that recognizes the value
of their skills and experience on the job," Mr. Bonds said.  "We
will do our part to make ASARCO a viable employer for many years
to come."

The U.S. Bankruptcy Court for the Southern District of Texas
signed the order on Nov. 14, 2005, to allow ASARCO to enter into
the contract with the Unions.  Union members will begin reporting
back to work today.

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.


ATA HOLDINGS: Says Classified August Memo No Longer Valid
---------------------------------------------------------
In a filing with the U.S. Securities and Exchange Commission,
Brian T. Hunt, Esq., senior vice president and general counsel of
ATA Holdings, disclosed that in August 2005, ATA distributed a
Confidential Information Memorandum, dated August 12, 2005.

The Memorandum contained information describing ATA Holding's
financing needs, pro forma capitalization, future business
operations and projected financial statements all based on the
Company's business plan as it existed in mid-August 2005.

According to Mr. Hunt, since the distribution of the Memorandum,
ATA Holdings has substantially altered its plans for emergence
from Chapter 11, which includes a business plan, with different
assumptions for the operations of the Company upon emergence from
the Chapter 11 case, that is entirely different from the business
plan contained in the Memorandum.  That revised business plan
which has not yet been disclosed publicly forms the basis for
ongoing discussions with interested potential investors in the
Company.

ATA Holdings believes that public disclosure of the Memorandum at
this time would not provide holders of ATA Holding's securities
with information necessary to evaluate an investment in the
Company and would be misleading since the fundamental assumptions
to the business plan reflected in the information in the
Memorandum are no longer valid.

According to Mr. Hunt, the information in the Memorandum should
not be relied upon by any party in evaluating whether to purchase
or sell any securities of ATA Holdings or to invest in ATA
Holdings or vote to accept a plan of reorganization.  He says that
decisions regarding voting with regard to a Chapter 11 plan should
only be made after reviewing the information that will be included
in the plan of reorganization and disclosure statement under
Section 1125 of the Bankruptcy Code.

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)


BEAR STEARNS: Fitch Junks Rating on $475,739 Certificate Class
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these Bear Stearns
Mortgage Securities, Inc. and ARM Trust issues:

   BSMS Series 1996-6

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

   BSMS Series 1997-4

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 affirmed at 'AA';
     -- Class B3 upgraded to 'BBB+' from 'BBB';
     -- Class B4 affirmed at 'BB';
     -- Class B5 affirmed at 'B-'.

   BSARM Series 2000-2

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

   BSARM Series 2001-4

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 affirmed at 'AA';
     -- Class B3 affirmed at 'A';
     -- Class B4 downgraded to 'CC' from 'CCC';
     -- Class B5 remains at 'D'.

   BSARM Series 2001-7

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 affirmed at 'AA+';
     -- Class B3 affirmed at 'A+';
     -- Class B4 upgraded to 'BBB' from 'BB+';
     -- Class B5 upgraded to 'BB' from 'B+';

   BSARM Series 2002-9;

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 upgraded to 'AA+' from 'AA-';
     -- Class B3 upgraded to 'A' from 'BBB+';
     -- Class B4 upgraded to 'BBB-' from 'BB';
     -- Class B5 remains at 'B'.


The underlying collateral for the Bear Stearns transactions
consists of 15- to 30-year adjustable-rate and fixed-rate
mortgages extended to prime borrowers.  The transactions are
primarily secured by first liens on one- to four-family
residential properties.  As of the October 2005 distribution date,
the aforementioned transactions are seasoned from a range of 37 to
106 months and the pool factors range from approximately 8% to
18%.  The BSMS transactions are master serviced by EMC Mortgage
Corporation, and the BSARM transactions are master serviced by
Wells Fargo Bank N.A., both of which are currently rated 'RPS1' by
Fitch.

The affirmations:

     * reflect satisfactory credit enhancement relationships to
       future loss expectations and

     * affect approximately $194.46 million in outstanding
       certificates.

The upgrades:

     * reflect an improvement in the relationship of CE to future
       loss expectations and

     * affect approximately $11.35 million in outstanding
       certificates.

The downgrade:

     * reflects the deterioration in the relationship between CE
       and expected losses and

     * affects approximately $475,739 in outstanding certificates.

The class supporting the downgraded B4 class, the B5, has already
defaulted and has $94,502 left in outstanding certificates.  This
provides the B4 class with little protection and has resulted in a
CE percent that is not 2 times the original.  All classes senior
to the B4 tranche have at least tripled their original CE percent.

Also, the value of the nonperforming loans is approximately
$1.1 million, which puts the B5 class at risk of being completely
wiped out which would give the B4 class no CE, and would then put
the tranche in danger of taking future writedowns.


BIOVAIL CORP: Earns $101.7 Mil. in Third Quarter Ending Sept. 30
----------------------------------------------------------------
Biovail Corporation (NYSE:BVF)(TSX: BVF) reported financial
results for the three-month and nine-month periods ending
Sept. 30, 2005.

Total revenues for the three months ended Sept. 30, 2005 were
$258.1 million, compared with $213.6 million for the third
quarter of 2004, an increase of 21%.  Total revenues for the
nine months ended Sept. 30, 2005 were $647.9 million, compared
with $603.8 million for the first nine months of 2004, an
increase of 7%.

Third-quarter 2005 net income, in accordance with United States
Generally Accepted Accounting Principles, was $101.7 million,
compared with $49.6 million for the corresponding 2004 period.
For the nine months ended Sept. 30, 2005, net income was
$116.5 million, compared with $114.9 million for the same period
a year earlier.

"Biovail's record financial performance in the third quarter
was complemented by continued execution on the research-and-
development front," Dr. Douglas Squires, Biovail Chief Executive
Officer, said.  "With FDA approval and the ideal marketing partner
for our once-daily tramadol formulation now in place, Biovail
anticipates the commercial launch of this innovative product to
the U.S. analgesia market in early 2006.  With robust cash flows
and a strong balance sheet, we remain well positioned to execute
our long-term growth strategy."

                       Supply Agreement

Last week, Biovail reported that it had entered into a supply
agreement with Ortho-McNeil, Inc., a Johnson & Johnson company,
for the marketing and distribution of Biovail's once-daily,
extended-release formulation and an orally disintegrating,
immediate-release formulation of tramadol hydrochloride in the
United States and Puerto Rico.  Under the agreement, which has a
10-year term, Biovail will manufacture and supply the products,
which will be known as Ultram(R) ER and Ultram(R) ODT (subject to
regulatory approval), to Ortho-McNeil for distribution at
contractually determined prices, which will be based on
Ortho-McNeil's net selling price.

                      Litigation Conclusion

Subsequent to the end of the third quarter, the litigation between
RhoxalPharma Inc. and Biovail concluded with a decision in
RhoxalPharma's favour.  This event does not impact Biovail's
ongoing conversion strategy for Tiazac(R) XC.

                  Ontario Securities Commission

The Ontario Securities Commission previously advised that it is
investigating, among other things, four issues relating to trading
in the Company's common shares.  These issues include:

     * whether insiders of the Company complied with insider
       reporting requirements in relation to trading in Biovail
       shares, and

     * whether persons in a special relationship with the Company
       may have traded in the Company's shares with knowledge of
       undisclosed material information.

     * whether certain persons or companies were engaged in
       transactions that may have resulted in, or contributed to,
       a misleading appearance of trading activity in the
       Company's securities during 2003 and 2004, and

     * whether certain registrants (who are past, or present,
       directors of Biovail) may have been in a conflict of
       interest in relation to trading of the Company's shares.

The OSC has further advised that its investigation includes:

     * looking at trading issues, and

     * reporting and disclosure issues in relation to the trading
       of Biovail common shares in several accounts in which
       Eugene Melnyk may have direct or indirect beneficial
       ownership of, or control or direction over.

               Securities and Exchange Commission

The U.S. Securities and Exchange Commission has advised Biovail
that it has reviewed the Company's Form 20-F for the fiscal year
ended Dec. 31, 2004 and its Form 6-K, filed Aug. 12, 2005, for the
fiscal quarter ended June 30, 2005.  The SEC limited its review to
the financial statements and related disclosures.  It has provided
comments as a result of this review and has requested certain
additional disclosure in Biovail's filings.  These matters are
subject to interpretation and the SEC review process is not
complete.  As a result, the ultimate resolution of these comments
is uncertain.  Resolution of these comments could involve
modifications to our previously filed SEC documents.  The Company
will provide an update when these matters are resolved, and will
revise the Form 20-F and Form 6-K as necessary.

Biovail Corporation -- http://www.biovail.com/-- is a specialty
pharmaceutical company, engaged in the formulation, clinical
testing, registration, manufacture and commercialization of
pharmaceutical products utilizing advanced drug-delivery
technologies.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 29, 2005,
Standard & Poor's Ratings Services revised its outlook on
Mississauga, Ontario-based Biovail Corp. to stable from negative
based on the company's improving operational performance and
strengthening capital structure.  At the same time Standard &
Poor's affirmed its 'BB+' long-term corporate credit rating on
Biovail.  Standard & Poor's also assigned its 'BBB-' bank loan
rating with a recovery rating of '1', indicating a high
expectation of full recovery of principal in the event of a
payment default, to Biovail's $250 million credit facility.


BLACKBOARD INC: Moody's Rates $80 Million Sr. Sec. Debts at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned first time corporate family
rating of Ba3 to Blackboard Inc., a leading provider of software
applications to the education industry for:

   * interactive teaching,
   * learning,
   * course management, and
   * campus life.

Blackboard is acquiring one of its competitors, WebCT, increasing
the number of its course management software customers.  The
rating outlook is stable.

These first time ratings have been assigned to Blackboard:

   * Corporate Family Rating -- Ba3

   * $70 million senior secured term loan due 2011 -- Ba3

   * $10 million senior secured revolving credit facility
     due 2010-- Ba3

   * Speculative Grade Liquidity rating -- SGL-1

Proceeds from the $70 million senior secured term loan combined
with cash on hand will be used to finance Blackboard's $180
million acquisition of WebCT.  The $10 million senior secured
revolving credit facility will be undrawn at closing and will be
available for working capital purposes.

The ratings reflect:

   1) Blackboard's limited track record as a public company,
      having gone through an IPO in June 2004;

   2) WebCT merger integration challenges that include possible
      customer loss and the need to integrate product offerings;

   3) event risk associated with management's growth plans which
      include opportunistic acquisitions;

   4) the company's few tangible assets, which limits recovery in
      a distress scenario; and

   5) Blackboard's small revenue base, which is partially offset
      by steady growth and a leading market position and the
      company's fairly stable customer base which generates
      recurring revenues.

The ratings also consider:

   1) Blackboard's good and fairly predictable free cash flow
      generation and modestly leveraged capital structure;

   2) Blackboard's offering of 'mission critical' educational
      software;

   3) the company's limited customer concentration and expanding
      license base from which it derives recurring revenues;

   4) its subscription revenue model with high renewal rates of
      approximately 90% and visibility for approximately 70% of
      next twelve months revenue;

   5) the diversified product offering; and

   6) that the WebCT acquisition creates increased cross-sell and
      up-sell opportunities over time.

The stable outlook reflects the good predictability of
Blackboard's subscription based business model as well as Moody's
expectation that Blackboard will be able to successfully integrate
WebCT into its business by minimizing customer loss and realizing
the planned efficiencies in combining two very similar businesses.
The outlook also considers management's plan to maintain its
customer base while growing the business and maintaining
profitability.

Positive ratings pressure over the near to medium term is limited
given:

   1) the company's relatively small scale;

   2) the potential for management to pursue growth via adjacent
      acquisitions, possibly international, that bring along
      execution challenges and potentially stretch the company's
      management resources; and

   3) the need to demonstrate a continued track record of
      expanding its license base as well as maintaining or
      improving contract renewal rates.

Alternatively the ratings could face negative pressure if:

   1) the company struggles to sign new licensees;

   2) renewal rates decline;

   3) the company fails to effectively integrate WebCT;

   4) customers select competitive alternatives; or

   5) the company substantially increases leverage through a debt
      financed acquisition.

Pro forma the merger, Moody's expects Blackboard to be
conservatively capitalized with good free cash flow generation and
solid debt protection measures.  Following the close of the
transaction, Blackboard's debt of $70 million and Moody's
estimated pro-forma 2005 EBITDA of $34 million will result in debt
to EBITDA leverage of approximately 2.0 times.

Similar to most software firms, Blackboard's business is not
capital intensive with capital expenditures approximating 5-7% of
revenues, driven by its software hosting business that constitutes
about 14% of overall revenues.  As a result, the company generates
good levels of free cash flow.  Moody's estimates pro forma 2005
free cash flow of approximately $39 million results in free cash
flow to debt of 55%.  Interest coverage will also be strong with
pro forma 2005 EBITDA to last twelve month interest of
approximately 7 times.

Moody's expects that Blackboard will be able to continue to grow
its overall license base while maintaining its existing customer
renewal rate which is in excess of 90%.  The company's products
have become an integral part of the teaching and learning process,
giving professors an efficient and easy-to-use means of course
communication and content management.  Moody's believes that
Blackboard's products grow increasingly rooted in an institution
over time as more and more content is loaded into the system.

The merger is also likely to allow Blackboard to take advantage of
increased cross-sell and up-sell opportunities among WebCT
customers.  Pre merger, 61% of the company's clients only ran the
basic version of its software and 78% had a license for one of
Blackboard's products.  Following the close of the merger, 73%
will only have the basic product and 86% will only have a single
license.  While this will provide ample revenue growth
opportunity, Moody's notes that the rating is not predicated on
any cross/up selling and management's projections do not rely on
any such sales in 2006.

The senior secured $70 million term loan and the $10 million
revolving credit facility are both secured by first priority liens
on all of the tangible and intangible assets of the company.  The
term loan amortizes 1% per year and has certain pre-payment and
cash sweep provisions.  Due the fact that Blackboard has no other
debt, the term loan and the revolver will be rated at the same
level as the Corporate Family Rating.

The SGL-1 reflects Blackboard's very good liquidity profile as
evidenced by its solid cash flow from operations generation which
covers working capital and capital expenditure requirements,
available external liquidity in the form of its undrawn $10
million revolving credit facility, its ample room under financial
covenants, offset in part by the company's limited ability to sell
assets in a distressed scenario in Moody's view.  Blackboard has
been free cash flow positive for the past four years and enjoys
predictable revenue due to its subscription model with high
renewal rates.  Over the next twelve months, Moody's expects that
the company will comfortably meet cash needs from cash flow and
internal sources.

Blackboard Inc., headquartered in Washington D.C., is a leading
provider of software applications to the education industry for
interactive teaching, learning, course management, and campus
life.  The company had revenues and EBITDA of $129.9 million and
$30.4 million, respectively, for the twelve months ended September
30, 2005.  Pro forma the acquisition of WebCT, Blackboard's 2005
revenues are estimated at $178 million with EBITDA of $34 million.


BLOCKBUSTER INC: S&P Holds Junk Subordinated Note Rating
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Blockbuster Inc. to 'B-' from 'B' and the
subordinated note rating to 'CCC' from 'CCC+'.  At the same time,
ratings on the company were removed from CreditWatch, where they
were placed with negative implications on August 3, 2005.  The
outlook is negative.

"The downgrade on the Dallas, Texas-based company is a result of
the continuation of extremely weak operating performance due to
poor industry fundamentals, the company's decision not to charge
late fees, and the high cost related to the rollout of its
in-store and online subscription programs," said Standard & Poor's
credit analyst Diane Shand.

Funded debt was $1.3 billion at Sept. 30, 2004.

Although the company was in compliance with covenants in its
credit facility during the third quarter, it is in the final
process of amending its credit facility for the third time this
year in an effort to improve financial flexibility.

"Under the new amendment," added Ms. Shand, "the company was
required to issue at least $100 million common stock or
convertible preferred stock to reduce borrowings under the
existing $1.45 billion credit facility."


BROOKLYN HOSPITAL: Wants $25 Million DIP Loan with CIT Approved
---------------------------------------------------------------
The Brooklyn Hospital Center and Caledonian Health Center, Inc.,
ask the U.S. Bankruptcy Court for the Eastern District of New York
for authority to secure postpetition financing from CIT Lending
Services Corporation.

The Debtors want to obtain up to $25 million in debtor-in-
possession financing from CIT, with a $6 million sub-limit for
letters of credit on behalf of Brooklyn Hospital.  The DIP loan is
intended to:

      -- fund the Debtors' working capital needs during the course
         of their chapter 11 cases; and

      -- prime the Dormitory Authority of the State of New York
         and the United States Department of Housing and Urban
         Development's prepetition and postpetition liens on
         Brooklyn Hospital's accounts receivable.

The proposed CIT Loan augments the $6 million postpetition loan
from DASNY.  The DASNY loan represented only the minimum amount of
financing that the Debtors needed to stabilize their businesses
during the initial phase of their chapter 11 Cases.  DASNY holds a
postpetition lien on the Debtors' postpetition accounts receivable
as security for this loan.

The principal terms and conditions of the CIT DIP Loan Agreement
are:

  Commitment Amount           $25,000,000

  Borrower                    The Brooklyn Hospital Center

  Lender                      CIT

  Term/Maturity Date          The earlier to occur of: (a) the
                              second anniversary of the closing
                              date of the CIT DIP Loan Agreement;
                              and (b) the effective date of a plan
                              of reorganization or liquidation
                              with respect to the Borrower.


  Lending Formula             Up to 85% of the Net Collectible
                              Value of Borrower's eligible
                              accounts receivable.

  Interest Rate               Based on three month LIBOR plus
                              2.50% per annum.  The LIBOR rate
                              shall be established by Lender on
                              the first day of each month for such
                              month.

  Default Rate:               Interest Rate plus additional 2% per
                              annum.


  Letters of Credit:          At Borrower's option, availability
                              of up to a flexible cap of $6
                              million may be provided in the form
                              of one or more letters of credit, at
                              an annual fee of 1.5% of face
                              amount.

To secure the DIP Loan, the Debtors agree to grant CIT a first
priority and priming lien on and security interest in all of
their:

     a) postpetition  and prepetition accounts receivable;

     b) books, records and other documents relating to the payment
        or collection of accounts receivable.

     c) cash and non-cash proceeds of postpetition and prepetition
        accounts receivable

In connection with the DIP financing agreement, the Debtors also
ask the Bankruptcy Court to grant superpriority administrative
expense treatment of CIT claims resulting from the DIP loan and
first priority senior and priming liens on all of Brooklyn
Hospital's receivables collateral.

Objections to the proposed CIT DIP loan must be filed no later
than 12:00 p.m. on Nov. 22, 2005.  The Bankruptcy Court will
convene a hearing at 11:00 a.m. on Nov. 28, 2005, to consider
approval of the DIP loan agreement.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on
Sept. 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M.
Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $233,000,000 in assets and $337,000,000 in debts.


BROOKLYN HOSPITAL: Wants More Time to Decide on Unexpired Leases
----------------------------------------------------------------
The Brooklyn Hospital Center and its debtor-affiliate ask the U.S.
Bankruptcy Court for the Eastern District of New York to extend,
until March 29, 2006, the period within which they can elect to
assume, assume and assign, or reject their unexpired
nonresidential real property leases.

The Debtors explain that as of the bankruptcy filing, they
are parties to seven unexpired leases of nonresidential real
property.  The initial 60-day period from the Petition Date
within which the Debtors can make lease-related decisions will
expire on Nov. 29, 2005.

The Debtors give the Court four reasons in support of the
requested extension:

   1) because of the vast number of administrative and business
      issues arising from the commencement of their chapter 11
      cases while, at the same time operating their businesses,
      they have been unable to complete the examination and
      analysis of the unexpired leases in order to make an
      informed decision whether or not to assume or reject
      those leases;

   2) the leases are valuable assets of their estates and an
      integral component of their reorganization efforts;

   3) the requested will promote their ability to maximize the
      value of their chapter 11 estates, avoid the incurrence of
      needless administrative expenses by minimizing the
      likelihood of inadvertent rejections of valuable leases or
      premature assumption of burdensome leases; and

   4) they are current on all outstanding post-petition
      obligations under the leases.

The Court will convene a hearing at 11:00 a.m., on Nov. 28, 2005,
to consider the Debtors' request.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on Sept. 30,
2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M. Handelsman,
Esq., and Eric M. Kay, Esq., at Stroock & Stroock & Lavan LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$233,000,000 in assets and $337,000,000 in debts.


CASCADE BASIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cascade Basin, Inc.
        fka Centers for Long Term Care, Inc.
        15000 Trinity Boulevard, Suite 400
        Fort Worth, Texas 76155
        Tel: (214) 651-6500

Bankruptcy Case No.: 05-95543

Chapter 11 Petition Date: November 14, 2005

Court: Northern District of Texas (Fort Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                  Hance, Scarborough, Wright
                  Ginsberg & Brusilow, LLP
                  1401 Elm Street, Suite 4750
                  Dallas, Texas 75202
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615

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

Total Debts:  $1 Million to $10 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
One Beacon                       Garnishment         $1,745,515
Baker & Mckenzie LLP
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, TX 75201
Attn: Daniel P. Elms, Esq.
Tel: (214) 978-3000

Haynes & Boone, LLP              Contract              $416,110
901 Main Street, Suite 3100
Dallas, TX 75202
Attn: Debbie Brouwer
Accounting
Tel: (214) 651-5000

Nextel                           Trade Debt             $72,126
P.O. Box 4181
Carol Stream, IL 60197-4181

AT & T                           Trade Debt             $41,519
P.O. Box 78425
Phoenix, AZ 85062-8245

SBC Long Distance                Trade Debt             $34,181

Kutak Rock LLP                   Contract               $29,206

Miles & Peters, PC               Contract               $11,642

FedEx - Revenue Services         Trade Debt              $9,412

SBC                              Trade Debt              $9,241

Brown & Carls LLP                Contract                $7,331

OEM Supply                       Trade Debt              $6,463

Forms One                        Trade Debt              $6,283

Quilling, Selander,              Contract                $5,253
Cummiskey & Lownds

Rabbit Reproduction              Trade Debt              $4,307

LBS Associates, Inc.             Contract                $4,274

Xerox Corporation                Contract                $3,900

AT & T                           Trade Debt              $3,556

DSI Document Solutions           Trade Debt              $3,464

Xerox                            Trade Debt              $3,057

SBC                              Trade Debt              $2,771


CDC COMMERCIAL: Moody's Affirms B3 Rating on $3MM Class P Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of eight classes
and affirmed the ratings of nine classes of CDC Commercial
Mortgage Trust 2002-FX1, Commercial Mortgage Pass-Through
Certificates, Series 2002-FX1 as:

   -- Class A-1, $149,014,497, Fixed, affirmed at Aaa
   -- Class A-2, $304,879,000, Fixed, affirmed at Aaa
   -- Class X-CL, Notional, affirmed at Aaa
   -- Class X-CP, Notional, affirmed at Aaa
   -- Class B, $25,499,000, Fixed, upgraded to Aaa from Aa2
   -- Class C, $9,562,000, Fixed, upgraded to Aaa from Aa3
   -- Class D, $20,719,000, Fixed, upgraded to Aaa from A2
   -- Class E, $7,968,000, Fixed, upgraded to Aa1 from A3
   -- Class F, $7,969,000, Fixed, upgraded to Aa3 from Baa1
   -- Class G, $12,750,000, WAC, upgraded to A3 from Baa2
   -- Class H, $9,562,000, WAC, upgraded to Baa1 from Baa3
   -- Class J, $14,344,000, Fixed, upgraded to Baa3 from Ba1
   -- Class K, $12,749,000, Fixed, affirmed at Ba2
   -- Class L, $6,375,000, Fixed, affirmed at Ba3
   -- Class M, $4,781,000, Fixed, affirmed at B1
   -- Class N, $3,985,000, Fixed, affirmed at B2
   -- Class P, $3,187,000, Fixed, affirmed at B3

As of the Oct. 17, 2005, distribution date, the transaction's
aggregate balance has decreased by approximately 4.5% to $608.5
million from $637.5 million at securitization.  The Certificates
are collateralized by 55 mortgage loans ranging in size from less
than 1.0% to 14.0% of the pool with the top ten loans representing
60.8% of the pool.

Three loans, representing 20.8% of the pool, have defeased and are
collateralized by U.S. Government securities.  The defeased loans
include the:

   * Fontainebleau Hilton ($85.4 million - 14.0%),
   * Orlando Marketplace ($36.1 million - 5.9%), and
   * Coral Club Apartments ($5.2 million - 0.85%).

In addition, $14.5 million of the $39 million Feiga Partners II
Portfolio Loan has defeased.  The remaining portion of the Feiga
Partners II Portfolio Loan and the Rittenhouse Regency Loan ($25.6
million - 3.9%) is expected to defease by the end of November.

There have been no realized losses to the pool to date.  One loan,
representing less than 1.0% of the pool, is in special servicing.
Moody's has estimated a loss of approximately $500,000 from this
specially serviced loan.  Seventeen loans, representing 23.4% of
the pool, are on the master servicer's watchlist.

Moody's was provided with full year 2004 operating results for
93.5% of the performing loans and partial year 2005 operating
results for 87.4% of the performing loans.  Moody's loan to value
ratio ("LTV") is 84.7%, compared to 82.3% at securitization.  The
upgrade of Classes B, C, D, E, F, G, H and J is primarily due a
significant percentage of defeased loans as well as increased
credit support.

The top three loans represent 21.7% of the pool.  The largest loan
is the Seattle Supermall Loan ($60.5 million - 9.9%), which is
secured by a 935,000 square foot retail center located in Auburn,
Washington.  The property is 91.4% occupied, compared to 89.0% at
securitization.  Major tenants include:

   * Sam's Club (16.5% GLA; lease expiration May 2019),

   * Burlington Coat Factory (9.2% GLA; lease expiration
     January 2006), and

   * Gart Sports (8.1% GLA; lease expiration January 2011).

The loan sponsor is Glimcher Realty Trust (Moody's senior
unsecured shelf rating (P)Ba2; stable outlook), a publicly traded
REIT.  Moody's LTV is 79.2%, compared to 82.4% at securitization.

The second largest loan is the Feiga Partners II Portfolio Loan
($39.0 million - 6.4%).  This loan was originally secured by eight
garden apartment properties located in Florida.  In June 2005,
three properties with an allocated loan balance of $14.5 million
(37.0% of the portfolio) were released and replaced with
defeasance collateral.  The remaining properties are scheduled to
defease by the end of November.

The third largest loan is the Parkview Tower Loan ($32.6 million -
5.4%), which is secured by two adjacent office properties located
in King of Prussia, a suburb of Philadelphia, Pennsylvania.  The
properties total 355,000 square feet and are 82.9% occupied,
compared to 91.7% at securitization.  The largest tenant is Wyeth
Pharmaceuticals (Moody's senior unsecured rating Baa1; outlook-
developing; 6.0% NRA; lease expiration January 2007).  Property
performance has declined due to decreased occupancy.  Moody's LTV
is 95.2%, compared to 88.8% at securitization.

The pool collateral is a mix of:

   * retail (31.8%);
   * U.S. Government securities (23.3%);
   * office (16.6%);
   * multifamily (15.1%);
   * mixed use (6.0%);
   * lodging (4.4%); and
   * industrial and self storage (2.8%).

The collateral properties are located in 18 states.  The top five
state concentrations are:

   * Pennsylvania (18.1%),
   * New York (17.3%),
   * Washington (12.4%),
   * Virginia (10.6%), and
   * Florida (5.0%).

All of the loans are fixed rate.


CELERO TECHNOLOGIES: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Celero Technologies, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania, disclosing:


     Name of Schedule             Assets         Liabilities
     ----------------             ------         -----------
  A. Real Property
  B. Personal Property           $1,702,021
  C. Property Claimed
     as Exempt
  D. Creditors Holding                            $8,100,000
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                           $18,130,911
     Unsecured Nonpriority
     Claims
                                 ----------      -----------
     Total                       $1,702,021      $26,230,911

Headquartered in Philadelphia, Pennsylvania, Celero Technologies,
Inc., filed for chapter 11 protection on August 22, 2005 (Bankr.
E.D. Pa. Case No. 05-31273).  Amy E. Vulpio, Esq., and Robert A.
Kargen, Esq., at White and Williams LLP represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it estimated $500,000 to $1 million in assets
and $10 million to $50 million in liabilities.


CHYRON CORP: Balance Sheet Upside-Down by $1.29 Mil. at Sept. 30
----------------------------------------------------------------
Chyron Corporation (OTCBB: CYRO) reported that for its third
quarter, the Company generated revenues of $6.6 million and net
income of $0.5 million, which brought the Company into
profitability on a year-to-date basis.  For the first nine months
of 2005, revenues were $18.3 million and the Company showed net
income of $11 thousand.

Third quarter revenues of $6.6 million were an increase of
$0.3 million or five percent over the $6.3 million reported for
the same quarter last year.  The revenues included approximately
$0.1 million in sales from the Company's new ChyTV product line,
which launched in the first quarter of this year.  Nine-month
revenues of $18.3 million, including $0.2 million for the ChyTV
product line, were $1.4 million or eight percent higher than the
$16.9 million reported for the first nine months of 2004.

CEO and President Michael Wellesley-Wesley commented, "The
year-over-year increase in third quarter broadcast graphics
revenues is encouraging.  This growth coupled with tight expense
controls resulted in the highest reported quarterly operating
profit in several years.  Our performance should continue to
improve as ChyTV products begin to gain market acceptance and we
continue to achieve further gains in broadcast graphics market
share."

"At present the profitability of our broadcast graphics business
is being obscured to some extent by the startup costs associated
with our ChyTV business.  Although ChyTV sales were flat with the
prior quarter, the recent deployment of ChyTV's video alert system
for a high profile government facility gives me confidence that
ChyTV will soon begin to justify the $0.9 million expense
attributable to the rollout of this product line in the first nine
months of 2005," added Mr. Wellesley-Wesley.

The $0.5 million net income for the third quarter, which included
a $0.3 million net loss from the Company's new ChyTV business,
represented an improvement over the net income of $0.3 million for
the third quarter of 2004.  The $11 thousand net income for the
first nine months was down from the $0.2 million net income for
the comparable prior year period largely due to a $0.8 million net
loss associated with the ChyTV business, which loss offset a
slightly higher net income from the broadcast graphics business
for the first nine months.

Gross margins for this year's third quarter were 60 percent and
for the first nine months were 61 percent, the same as the prior
year's comparable periods.

At Sept. 30, 2005, the Company had cash on hand of $1.7 million
and working capital of $2.6 million.  For the nine months ended
September 30, net cash of $0.2 million was used in operating
activities, $0.3 million was provided by investing activities and
$1.3 million was used in financing activities, primarily to retire
early one-half of the Series C Debentures principal and accrued
interest at the end of the first quarter.   Excluding the cash
used to retire Series C Debentures, the Company was cash positive
for the first nine months of 2005.

Chyron Corporation (OTC BB: CYRO) -- http://www.chyron.com/--  
provides advanced broadcast graphics systems and applications.

As of Sept. 30, 2005, Chyron's equity deficit narrowed to
$1,292,000 from a $1,321,000 deficit at Dec. 31, 2004.


COLLINS & AIKMAN: Wants to Extend Claims Bar Date to May 11, 2006
-----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to move
the current bar date for filing proofs of claim in their Chapter
11 cases to 50 days after an order is entered approving their
request for a new Bar Date.  The current claims bar date is
March 22, 2006.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York,
explains that fixing the new Bar Date will enable the Debtors to
receive, process and begin their analysis of creditors' claims in
a timely and efficient manner.  It would also allow them to make
further progress toward a stand-alone plan of reorganization or
sale of their assets, consistent with their "dual-track" plan, Mr.
Schrock says.  In addition, the Debtors believe that the new Bar
Date will give all creditors, including governmental units, ample
opportunity to prepare and timely file proofs of claim.

The Debtors also ask the Court to approve procedures for filing
claims and the manner for providing parties with notice of the Bar
Date.

Rejection damage claims must be filed either by the Bar Date or
30 days after entry of an order authorizing the rejection of the
executory contract or unexpired lease, or the date the Court
fixes.  Equity interest claimants need not file a proof of their
interest, provided that if any holder asserts a claim against the
Debtors, a proof of that claim must be filed on or before the Bar
Date pursuant to the Claim Filing Procedures.

The Debtors have prepared a proof of claim form tailored to
conform to the size and complexity of their Chapter 11 cases.  The
Proof of Claim Form substantially conforms with Official Form No.
10, except for certain modifications:

   a. For scheduled claimants, they must indicate which Debtor
      case the claimant is scheduled in and that Debtor's case
      number;

   b. Claimants are allowed to correct any information contained
      in the name and address portion;

   c. For scheduled claimants, they must indicate how the Debtors
      have listed each creditor's claim on the Debtors'
      Schedules, including the amounts of the claim, and whether
      the claim has been listed as contingent, unliquidated or
      disputed; and

   d. Certain instructions are included for completing the form
      specific to the Debtors' Chapter 11 cases.

Mr. Schrock maintains that any holder of a claim against the
Debtors who is required, but fails, to file a proof of claim in
accordance with the Claim Filing Procedures on or before the Bar
Date will be forever barred, estopped and enjoined from asserting
a claim against the Debtors.  The Debtors' estate and property
will be forever discharged from any and all indebtedness or
liability with respect to that claim.  Moreover, the holder will
not be permitted to vote to accept or reject any Chapter 11 plan
or participate in any distribution in the Debtors' Chapter 11
cases or receive further notices regarding the claim.

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


CYBERCARE INC: Wants to Hire Stichter Riedel as Bankruptcy Counsel
------------------------------------------------------------------
CyberCare, Inc., f/k/a Medical Industries of America, Inc., and
its debtor-affiliate ask the U.S. Bankruptcy Court for the Middle
District of Florida for permission to employ Stichter, Riedel,
Blain & Prosser as their general bankruptcy counsel.

Stichter Riedel will:

   1) assist and advise the Debtors with regard to their rights
      and obligations as debtors-in-possession in the continued
      operation and management of their businesses and property;

   2) prepare on behalf of the Debtors, any applications, answers,
      orders, reports and papers in connection with the
      administration of their estates and to prepare and file
      schedules of assets and liabilities;

   3) take all necessary actions to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, the defense of any actions commenced against
      them, negotiations concerning all litigation in which they
      are involved, and in objecting to claims filed against the
      estates;

   4) represent the Debtors in negotiations with their creditors
      in the preparation of a plan of reorganization and prepare
      and file a chapter 11 plan and an accompanying disclosure
      statement; and

   5) perform all other necessary legal services in connection
      with the Debtors' chapter 11 cases.

Scott A. Stichter, Esq., a member at Stichter Riedel, is one of
the lead attorneys for the Debtors.  Mr. Stichter discloses that
his Firm received a $51,700 retainer.

Mr. Stichter says Stichter Riedel's professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Partners             $260 - $375
      Associates           $150 - $200
      Paralegals              $100

Mr. Riedel assures the Court that the Firm does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Tampa, Florida, CyberCare, Inc., f/k/a Medical
Industries of America, Inc., is a holding company that owns
service businesses, including a physical therapy and
rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
When the Debtors filed for protection from their creditors, they
listed estimated assets of up to $50 million and estimated debts
of $50 million to $100 million.


CYBERCARE INC: U.S. Trustee Meeting With Creditors on November 18
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of
CyberCare, Inc., and its debtor-affiliate's creditors at 1:30
p.m., on Nov. 18, 2005, at the Office of the U.S. Trustee,
Timberlake Annex, Suite 1200, 501 East Polk Street, in Tampa,
Florida.  This is the first meeting of creditors required Section
341(a) of the U.S. Bankruptcy Code 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 Tampa, Florida, CyberCare, Inc., f/k/a Medical
Industries of America, Inc., is a holding company that owns
service businesses, including a physical therapy and
rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268)
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets of up to $50 million and estimated debts of
$50 million to $100 million.


DELPHI CORP: Indian Auto-Parts Makers May Purchase Assets
---------------------------------------------------------
A group of Indian automotive component manufacturers is planning
to acquire the assets of bankrupt Delphi Corp, S. Kalyana
Ramanathan of Business Standard reports.

The Indian group which may bid for the company's assets include
Delhi-based Sona Koyo Steering Systems Ltd., Noida-based Minda
Huf, and Gurgaon-based Amtek Auto, the report said, quoting
unnamed sources.

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.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2005,
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.


DELTA AIR: Reaches Agreement with PAFCA to Cut Wages by 9-10%
-------------------------------------------------------------
Delta Air Lines (Pink Sheets:DALRQ) reached a comprehensive
agreement with its Flight Superintendents, represented by the
Professional Airline Flight Control Association.

The PAFCA agreement, ratified by its 171 members yesterday,
includes a 9-10% wage reduction and benefit changes similar to
those being implemented across Delta's non-pilot work groups.  The
new agreement becomes effective on Dec. 1, 2005.

"We appreciate PAFCA's good faith efforts to quickly deliver their
portion of the labor savings the company needs," said Jerry
Grinstein, Delta's chief executive officer.  "Like all Delta
stakeholders, we realize that these employees are once again
making the tough sacrifices necessary to help save the company."

As a part of its comprehensive business plan to successfully exit
Chapter 11, Delta is seeking an additional $3 billion in annual
savings by 2007.  Encompassing network and operational
improvements and in-court restructuring opportunities, the plan
also calls for approximately $930 million annually in reduced
employee labor costs.  Previously announced pay cuts for all of
Delta's non-pilot work groups, including management, went into
effect Nov. 1, 2005, and, together with the savings from its
Flight Superintendents, are scheduled to deliver $605 million of
the employee labor savings target.  To deliver the remainder,
Delta is seeking $325 million in annual pilot labor savings.  The
company has filed an 1113 motion with the U.S. Bankruptcy Court in
order to create a timeline for reaching a consensual agreement
with the Air Line Pilots Association, the union representing
Delta's pilots.

"The speed with which we are pursuing the costs savings and
revenue improvements underscores the urgency and severity of our
financial situation," Mr. Grinstein remarked.  "Time is of the
essence."

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.


DOANE PET: S&P Raises Sr. Unsecured Debt Rating to B- from CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on private label pet food manufacturer Doane Pet Care Co.
to 'B+' from 'B' and its senior unsecured debt rating to 'B-' from
'CCC+'.

At the same time, Standard & Poor's affirmed the 'BB-' bank loan
rating and recovery rating of '1' on Doane's $210 million senior
secured credit facility, and the 'B-' rating on its $152 million
10.625% subordinated notes due 2015.

Standard & Poor's withdrew its ratings on Doane's former
$230 million senior secured credit facility and $150 million
9.75% senior subordinated notes due 2007.

All remaining ratings on the Brentwood, Tennesee-based company
were removed from CreditWatch with positive implications, where
they were placed Aug. 29, 2005. The outlook is stable.  Pro forma
total debt outstanding was about $569 million at Oct. 24, 2005.

"The upgrade reflects the successful completion of Doane's new
credit facility and subordinated notes refinancing, which
addressed previous near-term refinancing risk, thereby improving
financial flexibility," said Standard & Poor's credit analyst
Alison Sullivan.

As part of the recapitalization, the company repaid:

     * the balance outstanding on its $35 million revolver,
     * $195 million senior secured term loan, and
     * $150 million 9.75% senior subordinated notes due 2007.

In addition, leverage will be reduced upon redemption of
$119 million debt-like preferred stock that was mandatorily
redeemable in September 2007.


ELITE TECHNICAL: Placed Under Receivership & Enters Bankruptcy
--------------------------------------------------------------
Elite Technical Inc. (TSX VENTURE:ET) reported the appointment of
a Receiver by Elite's bank effective Nov. 10, 2005.  Concurrently,
the Receiver has accepted an offer to sell all the assets,
excluding accounts receivable, of the Company to a U.S.-based
cable manufacturer for $300,000 subject to any adjustment for a
final inventory count.  Any proceeds from accounts receivable will
be applied against the bank facility first and then unsecured
creditors, who are not expected to be paid in full.

In addition, as no Proposal to Creditors was filed in accordance
with the Notice of Intention to make a Proposal under the
Bankruptcy and Insolvency Act that was filed on Sept. 12, 2005 and
extended to Nov. 10, 2005, the Company entered into formal
bankruptcy effective Nov. 11, 2005.

The directors are pursuing options for the remaining shell
company, once settlement has been achieved with the creditors.

Elite Technical Inc. -- http://www.etechi.com/-- is a Calgary-
based company and has 10,999,650 common shares outstanding.


EXECUTE SPORTS: Net Loss Rises 42% Year-Over-Year in 3rd Quarter
----------------------------------------------------------------
Execute Sports, Inc., fka Padova International USA, Inc., incurred
a $340,007 net loss for the three months ended Sept. 30, 2005,
compared to $239,239 of net loss for the same period in the prior
year.  Management attributes the 42% year-over-year increase in
net loss primarily to the Company's recognition of $164,000 in
stock compensation expense related to professional services offset
by $81,000 in higher gross margin.

Net loss for the nine months ended Sept. 30, 2005, and 2004 was
$2,858,990 and $190,690, respectively, representing a $2,668,300,
or 1,399% increase in the net loss from the same period last year.

Company net sales for the three months ended Sept. 30, 2005, and
2004 were $96,211 and $41,093, respectively, representing a
$55,118 or 134% increase.   Net sales for the nine months ended
September 30, 2005 and 2004 were $1,355,104 and $1,158,610,
respectively, representing a $196,494, or 17% increase in net
sales from the same period last year.

The three and nine month year-over-year increase in net sales is
largely the result of adding distribution for the Company's
motorcycle products in Sweden and Australia and adding
distribution for the Company's water sports products in Japan.

Execute Sports' balance sheet showed $1,091,844 of assets at Sept.
30, 2005, and liabilities totaling $ 1,029,241.  As of Sept. 30,
2005, the Company has incurred an accumulated deficit of
$3,838,499.

                       Going Concern Doubt

Bedinger & Company expressed substantial doubt about Execute
Sports' 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 pointed to the Company's recurring losses
from operations.

Management plans to address the Company's going concern problems
by obtain funding form new investors to alleviate the Company's
working capital and implementing a plan to generate additional
sales.

                      About Execute Sports

Execute Sports markets and sells water sports clothing and apparel
and motorcycle accessories.  On March 3, 2005 the Company changed
its name from Padova International U.S.A., Inc., to Execute
Sports, Inc.


EXIDE TECH: Wants Court to Bless National City Settlement Pact
--------------------------------------------------------------
On Dec. 23, 1997, Exide Technologies and General Electric
Capital Corporation entered into an agreement for the lease of
certain equipment to Exide.  On Dec. 28, 1998, Exide and GECC
executed, among others, schedule N-1, which incorporated the
terms and conditions of the lease agreement.  GECC assigned all
of its right, title and obligations in the Agreement to National
City Leasing Company.

On March 24, 2003, Exide filed an adversary complaint against
various defendants, including National City, seeking, among other
things, a declaration that certain purported leases, including
the National City Agreement, are actually disguised financing
agreements.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weitraub P.C., in Wilmington, Delaware, relates that on
May 12, 2003, National City answered the Complaint and denied that
the Agreement was a security interest and affirmatively asserted
that it was a "true lease."

Subsequently, the Reorganized Debtors and National City have
reached a consensual settlement regarding the Complaint and
National City's claims.  In summary, the National City Settlement
Agreement provides that:

   a. National City will waive, release and withdraw all of its
      claims against the Debtors, including its secured claim for
      $7,301,478.

   b. The payments due under the National City Agreement from
      December of 2004 through the end of the term of the
      agreement will be $292,059.

   c. Exide may elect to purchase the equipment under the
      National City Agreement for $1,558,016, plus all applicable
      sales tax and other outstanding payments due.

   d. All other terms of the National City Agreement that are
      consistent with the terms of the Settlement will remain in
      full force and effect.

   e. National City will release the Reorganized Debtors from all
      claims related to the Agreement.  The Reorganized Debtors
      will also release National City from the allegations
      contained in the Complaint.

   f. The Reorganized Debtors will voluntarily dismiss the
      Complaint as to National City, with prejudice, on the
      Effective Date.

Thus, the Reorganized Debtors seek the Court's authority to enter
into the National City Settlement Agreement.

The Reorganized Debtors tell Judge Carey that the National City
Settlement Agreement provides several benefits to them, their
estates, and creditors.

Specifically, Ms. Jones says, National City's concession to waive
its $560,864 outstanding prepetition claim is significant because
the allowed portion of that claim would have likely been entitled
to a 100% cash recovery.  Ms. Jones explains that under the Joint
Plan of Reorganization, all unexpired purported leases subject to
the Complaint, including the National City Agreement, were
conditionally assumed pending entry of a final, non-appealable
order resolving the Complaint.  Thus, in the event that the
Reorganized Debtors' action is unsuccessful, the allowed amount
of National City's prepetition claim would have been entitled to
administrative priority as a cure claim.  Alternatively, if the
Reorganized Debtors were successful, National City's prepetition
claim would arguably be secured up to the value of the equipment,
which is believed to exceed the $560,000 claim amount.

Moreover, National City agrees to reduce each of the basic term
rent beginning with the December 2004 payment and the end of term
purchase option by 20%.  According to Ms. Jones, the reductions
to the Basic Term Rent alone represent over $73,000 in savings to
the Reorganized Debtors per quarter and more than $650,000 for
the remaining term of the Agreement.  In addition, if the
Reorganized Debtors elect to purchase the National City
Equipment, they can do so for approximately $390,000 less than
the amount in the National City Agreement.  In all, the
reductions in the Settlement represent in excess of $1,040,000 in
savings to the Reorganized Debtors, their estates and creditors.

Furthermore, the Reorganized Debtors contend that the National
City Equipment is essential to the operation of their businesses
and could not be replaced within a reasonable amount of time or
at a reasonable cost.

The Reorganized Debtors assure Judge Carey that that they have
consulted with the Postconfirmation Creditors Committee regarding
their request and the Committee supports the Settlement.

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represent the Debtors in their restructuring efforts.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.

"The rating action reflects Exide's weak earnings and cash flow,
which have resulted in very high debt leverage, thin liquidity,
and poor credit statistics," said Standard & Poor's credit analyst
Martin King.  Lawrenceville, New Jersey-based Exide, a
manufacturer of automotive and industrial batteries, has total
debt of about $740 million, and underfunded post-employment
benefit liabilities of $380 million.


FEDERAL-MOGUL: Asks Court to Okay $775 Mil. Amended DIP Facility
----------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, in Wilmington, Delaware, relates that Federal-Mogul
Corporation and its debtor-affiliates need to amend their existing
$500,000,000 postpetition debtor-in-possession facility for two
principal reasons:

   1. The Existing DIP Facility expires by its terms on
      Dec. 9, 2005, while the Debtors have a continuing need
      to access postpetition financing comparable to the Existing
      DIP Facility to fund their ongoing business operations
      after that date; and

   2. The Debtors require additional liquidity beyond that
      provided by the Existing DIP Facility to fund a "Top Up
      Offer" covered by a settlement agreement entered into on
      Sept. 20, 2005, among:

      * Federal-Mogul Corporation,

      * T&N Limited,

      * the other co-proponents of the Debtors' Third Amended
        Joint Plan of Reorganization,

      * High River Limited Partnership,

      * the Administrators of the U.K. Debtors, and

      * the Pension Protection Fund in the United Kingdom.

                         The Top Up Offer

The Top Up Offer is a central feature under the U.K. Global
Settlement Agreement.  It is an offer by Federal-Mogul or its
designee to T&N for certain intercompany loan notes for an amount
equal to the difference between:

   (i) the aggregate amount necessary to fund the payments and
       reserves specified in the U.K. Global Settlement
       Agreement; and

  (ii) the cash held by the U.K. Debtors, less GBP20,000,000
       reserved for the U.K. Debtors' working capital needs.

The Debtors estimate that the amount of the Top Up Offer, net of
the interest payments to be made under the Loan Notes at the end
of 2005, is $312,000,000.

                     The Loan Note Agreement

Mr. O'Neill relates that in the event that the Top Up Offer is
made, the Administrators are required to accept the Top Up Offer
subject to the satisfaction of certain conditions.  One of those
conditions is the entry into a Loan Note Agreement by Federal-
Mogul or its designee and the Administrators, giving effect to
the Top Up Offer by Dec. 9, 2005.

To address the Debtors' need for an extended and enhanced
financing facility, the Debtors and Citigroup USA, Inc., entered
into discussions to amend the Existing DIP Facility.

On Oct. 25, 2005, the Debtors and Citigroup, as administrative
agent, entered into a Commitment Letter for an Amended DIP
Facility.  A full-text copy of October 25 Commitment Letter is
available at http://bankrupt.com/misc/Commitment_Letter.pdf

The Commitment Letter and its Term Sheet provide for the basic
terms of the Amended DIP Facility, most of which are merely
continuations of the terms of the Existing DIP Facility.

                Amended DIP Facility Term Sheet

   Facility:          The Amended DIP Facility will consist of:

                      a. $500,000,000 senior secured revolving
                         credit facility with a letter of credit
                         sublimit in at least the U.S. dollar
                         equivalent of $375,000,000; and

                      b. $275,000,000 senior secured Term Loan
                         Facility.

   Maturity:          a. Dec. 9, 2006; or

                      b. If earlier, the date of substantial
                         consummation of a plan of reorganization
                         for Federal-Mogul and its subsidiaries.

   Purpose:           Federal-Mogul and its subsidiaries will use
                      the Amended DIP Facility to:

                      a. repay obligations owed under the
                         Existing DIP Facility;

                      b. finance the U.K. Settlement Agreement;

                      c. fund the purchase or retention of the
                         Intercompany Loan Notes from the U.K.
                         Administrators pursuant to the U.K.
                         Settlement Agreement and among Federal-
                         Mogul and its subsidiaries; and

                      d. provide working capital and funds for
                         other general corporate purposes.

   Administrative
   Agent:             Citicorp USA, Inc.

   Sole Arranger
   and Bookrunner:    Citigroup Global Markets, Inc.

   Lenders:           A syndicate of financial institutions,
                      including Citigroup USA arranged by the
                      Arranger in consultation with Federal-Mogul
                      and its subsidiaries.

   Priority
   and Liens:         The Lenders under the New Revolving Credit
                      Facility will have:

                      * first priority in repayment with respect
                        to current assets of Federal-Mogul and
                        its subsidiaries; and

                      * second priority in repayment with respect
                        to fixed assets of Federal-Mogul and
                        its subsidiaries.

                      The Lenders under the New Term Loan
                      Facility will have:

                      * first priority in repayment with respect
                        to fixed assets of Federal-Mogul and its
                        subsidiaries; and

                      * second priority in repayment with respect
                        to current assets of Federal-Mogul and
                        its subsidiaries.

                      To the extent no material adverse tax or
                      other financial consequences to Federal
                      Mogul and its subsidiaries would result,
                      the Loan Notes would be made available to
                      serve as collateral for the Lenders under
                      the Amended DIP Facility; provided that the
                      lenders will release any security interest
                      in the Loan Notes in the event that
                      Federal-Mogul and its subsidiaries
                      determine that to avoid material adverse
                      tax or other financial consequences to
                      Federal-Mogul and its subsidiaries, the
                      Loan Notes should be transferred to a
                      Federal-Mogul subsidiary that is not a
                      Borrower.

   Adequate
   Protection:        Substantially similar to that under the
                      Existing DIP Facility with certain
                      modifications with respect to adequate
                      protection in favor of the Surety Bond
                      Issuers to reflect the Stipulation and
                      Agreement for the Compromise and Settlement
                      of Secured Surety Claims for Treatment
                      under Third Amended Joint Plan of
                      Reorganization and Related Matters approved
                      by the Bankruptcy Court on March 17, 2005.

   Closing Date:      The date of the initial funding of the
                      Amended DIP Facility

   Interest Rates
   and Fees:          With respect to the New Revolving Credit
                      Facility, LIBOR plus 2.25% or Base Rate
                      plus 1.25%.

                      With respect to the New Term Loan Facility,
                      LIBOR plus 2.50% or Base Rate plus 1.50%.

                      Letter of credit participating fees,
                      processing fees and fronting fees will be
                      identical to those in the Existing DIP
                      Facility.

                      Commitment fee on unused amounts under the
                      New Revolving Credit Facility equal to
                      0.375%.

   Representations
   and Warranties,
   Covenants, and
   Events of
   Default:           Substantially similar to that under the
                      Existing DIP Facility.

                      Includes an affirmative covenant requiring
                      Federal-Mogul and its subsidiaries to
                      conduct an appraisal of their inventory by
                      an independent inventory appraisal firm by
                      March 31, 2006, which:

                      * is in desktop form;

                      * contains a similar level of detail as the
                        appraisal provided to the Administrative
                        Agent in 2004; and

                      * is satisfactory to the Administrative
                        Agent.

                      With modifications acceptable to Citigroup
                      USA and Federal-Mogul and its subsidiaries,
                      including to accommodate the transactions
                      contemplated by the U.K. Settlement
                      Agreement and transfers of the Intercompany
                      Loan Notes among Federal-Mogul and its
                      subsidiaries.

   Financial
   Covenants:         The loan documentation will contain
                      financial covenants that are similar to
                      those contained in the Existing DIP
                      Facility, including maximum capital
                      expenditures and a minimum consolidated
                      EBITDA covenant, with threshold amount
                      contained in the covenants to be
                      determined.

   Mandatory
   Prepayments &
   Commitment
   Reductions:        Substantially similar to that under the
                      Existing DIP Facility.

   Conditions
   Precedent:         Customary conditions precedent to closing
                      other similar facilities and substantially
                      as set forth in the Existing DIP Facility,
                      including:

                      * the satisfaction of the Arranger and
                        Citigroup USA in their sole discretion,
                        the entry of a bankruptcy court order
                        approving the full amount of the Amended
                        DIP Facility and the granting of the
                        superpriority administrative claim status
                        and liens; and

                      * the execution and delivery of mutually
                        satisfactory definitive documentation for
                        the Amended DIP Facility on substantially
                        the same terms.

                      Receipt by Citigroup USA and Citigroup
                      Global Markets of an executed copy of a
                      Loan Note Agreement prior to any draw on
                      the New Term Loan Facility or New Revolving
                      Credit Facility where the purpose of the
                      draw is to fund the Top Up Offer, or the
                      issuance of a letter of credit in
                      connection with the draw.

The Amended DIP Agreement includes a number of modifications to
various covenants, events of default and other provisions aimed
at ensuring that the Debtors can implement the U.K. Global
Settlement Agreement, including submitting a Top Up Offer.  Those
amendments will ensure that the Debtors have flexibility as
necessary to make and consummate the Top Up Offer in an optimal
fashion, including the ability to undertake any intermediate or
ancillary transactions in connection with the Top Up Offer and
the Loan Notes.

The Debtors also propose to include a number of discrete
provisions in the Amended DIP Agreement that would enable them to
utilize the available financing more effectively and more
accurately track the Debtors' present strategic business plan.
The specific amendments include:

   * Allowances necessary to permit the merger of two of the
     Debtors' affiliates in Italy for the purpose of
     recapitalizing the operations of the Federal-Mogul group of
     companies in that country;

   * Covenant relief necessary to permit the transfer of the
     stock of certain of the Debtors' Asian affiliates, other
     than those owned by the United Kingdom, into a new holding
     company incorporated in Mauritius, for the purpose of
     enhancing the efficiency of those holdings;

   * Provisions allowing the Debtors to outsource certain of
     their inventory management and hold their inventory in
     consignment arrangements proposed to be established at
     certain of the Debtors' facilities;

   * Specific carve-outs from certain of the covenants in the
     Amended DIP Facility to permit the dissolution of dormant
     entities within the corporate structure of the Federal-Mogul
     group of companies;

   * Allowing for the consolidation of the stock ownership of
     certain foreign subsidiaries of the U.S. Debtors into an
     indirect holding company subsidiary of Federal-Mogul
     Corporation to simplify the corporate structure of the
     Federal-Mogul group of companies and achieve a number of
     efficiencies expected to result from that consolidation; and

   * Permitting the Debtors to invest in an Asian business, which
     they have determined offers long-term strategic benefits for
     their business.

As of Oct. 25, 2005, the Debtors have not finalized the terms
of the Amended DIP Agreement.

                          The Fee Letter

In return for Citigroup's commitment to fund the Amended DIP
Facility, the Debtors have agreed to pay non-refundable upfront
and facility fees to Citigroup.  The Debtors will also pay
Citigroup administrative agency and collateral monitoring fees
per annum.  The Debtors did not disclose the amount of the fees.

A full-text copy of Citigroup's Fee Letter is available at
http://bankrupt.com/misc/CUSA_Fee_Letter.pdf

The Debtors believe that the fees and expenses are at normal and
customary levels for comparable postpetition financing facilities
and that the payment of those fees and expenses is reasonable and
appropriate.

                    Continued Use of Cash Collateral

Mr. O'Neill maintains that the Amended DIP Facility preserves the
existing collateral packages of the Debtors' postpetition lenders
and the various forms of adequate protection afforded to certain
of the Debtors' prepetition creditors under the terms of the
original and existing credit facilities.

Accordingly, the Debtors seek the Court's authority to:

   (a) enter into the Amended DIP Facility;

   (b) enter into the Commitment Letter and the Fee Letter, and
       negotiate, execute, deliver and perform under any related
       documents, including the Amended DIP Agreement and all
       other ancillary documentation; and

   (c) continue using cash collateral and provide adequate
       protection on terms substantially similar to those
       previously approved by the Court; and

   (d) pay related fees and expenses pursuant to the Fee Letter.

The Debtors believe that it is both efficient and cost-effective
for them to enter into the Amended DIP Agreement rather than
negotiate and enter into a new financing facility from scratch
with a new group of lenders.

Mr. O'Neill tells the Court that even if an alternative source of
postpetition financing could be located, the level of due
diligence that the source would need to undertake in connection
with the potential financing would be extremely costly.

"Any potential alternative lender would doubtless seek to recoup
those costs through the terms of any financing offered to the
Debtors.  The process of conducting that due diligence would also
invariably create significant disruptions in the Debtors'
business, with attendant costs resulting therefrom," Mr. O'Neill
says.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.  (Federal-Mogul Bankruptcy News, Issue No. 97;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Court Grants Relief to Complete UK Settlement
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Federal-Mogul Corporation (OTCBB: FDMLQ) the relief necessary to
reach another key milestone set out in the UK Settlement Agreement
between, among others, Federal-Mogul and the UK Administrators
overseeing the UK restructuring proceedings of the Company's UK
subsidiaries.

The Court provided Federal-Mogul and its US and UK subsidiaries
all of the approvals they needed for the actions required by the
UK Settlement Agreement that were the subject of the Nov. 9, 2005,
hearing.  The Court also agreed with the Administrators' position
that they did not need the U.S. Court's authorization or approval
to perform all their required actions under the UK Settlement
Agreement.

"We are pleased with the continued progress toward emergence from
Chapter 11 and UK Administration," Jose Maria Alapont, Chairman,
President & CEO said.  "We thank our customers and all of our
stakeholders for their ongoing support."

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.


FEDERAL-MOGUL: Wants to Top Deutsche Bank's $421M T&N Debt Offer
----------------------------------------------------------------
Three non-Debtor subsidiaries of Federal-Mogul Corporation owe T&N
Limited money under certain intercompany loan notes:

    (1) Federal Mogul S.A., a French entity;

    (2) Federal Mogul Holding Deutschland GmbH, a German entity;
        and

    (3) Federal Mogul SPA, an Italian entity.

The Loan Notes aggregate $898,000,000.  Specifically, the Loan
Notes consist of:

    (a) three separate notes of F-M France, two of which were made
        on Aug. 31, 1998, and the third of which was made on
        June 11, 1999, in the original aggregate amount of
        1,540,000,000 French francs;

    (b) two separate notes of F-M Germany, both of which were made
        on July 7, 1998, in the original aggregate amount of
        738,000,000 Deutschemarks; and

    (c) one note of F-M Italy in the amount of EUR111,600,000,
        which was made on May 22, 2001.

According to James E. O'Neill, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, in Wilmington, Delaware, Deutsche Bank
AG London offered to purchase the Loan Notes for a base purchase
price of $421,000,000, minus $65,000,000 on account of the
interest payment due to be made on those notes on Dec. 31, 2005,
for a net purchase price of $356,000,000.

The administrators of Federal-Mogul's U.K. affiliates entered
into a sale agreement with Deutsche Bank.

The Sale Agreement contemplates that the Administrators may
accept an offer for the Loan Notes that is more advantageous than
the offer made by Deutsche Bank, but in that event Deutsche Bank
is to receive a "break fee".

A full-text copy of the Sale Agreement is available for free at:

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

Following the Administrators' entry into the Sale Agreement, the
Plan Proponents proposed to the Administrators an alternative
offer for the Loan Notes that became the Top Up Offer.  The Top
Up Offer equals the difference between:

    (a) the aggregate amount necessary to fund the payments and
        reserves specified in a global settlement agreement
        between the Plan Proponents and the Administrators as to
        the reorganization of the U.K. Debtors; and

    (b) the cash held by the U.K. Debtors, less GBP20,000,000
        reserved for the U.K. Debtors' working capital needs.

Mr. O'Neill relates that the Administrators have advised the
Debtors that they presently hold approximately $402,000,000 in
cash, while the amount required to fund the payments and reserves
specified in the U.K. Global Settlement Agreement is
approximately $780,000,000.  That cash held by the Administrators
is anticipated to increase by $66,000,000 at the end of 2005 as a
result of the interest payment to T&N by the Debtors' European
affiliates under the Loan Notes.  Accordingly, the net amount of
the Top Up Offer is anticipated to be approximately $312,000,000.

Under the U.K. Global Settlement Agreement:

    * Federal-Mogul or its designee is required to may make the
      Top Up Offer for the Loan Notes on or before Nov. 18, 2005.

    * A binding agreement for the acceptance of the Top Up Offer
      must be entered into by Dec. 9, 2005.

    * Closing of the sale of the Loan Notes pursuant to the Top Up
      Offer is required to take place no later than seven business
      days after the date on which meetings of creditors are held
      for the purposes of voting on the CVAs or Schemes, or in the
      event that no meetings would take place, no later than
      February 28, 2006, which date may be extended by mutual
      consent of the Administrators and the Plan Proponents.

    * The sale of the Loan Notes to Federal-Mogul may take place
      before the CVAs or Schemes have been approved or become
      effective.  The U.K. Effective Date is required to occur no
      later than Feb. 28, 2006.

The Debtors and the Administrators ask Judge Lyons of the U.S.
Bankruptcy Court for the District of Delaware to:

    (a) authorize, but not require, Federal-Mogul or its designee
        to:

        (1) make the Top Up Offer;

        (2) provide the required security; and

        (3) consummate the various transactions required by that
            offer without further Court order; and

    (b) authorize the Debtors to take all necessary and
        appropriate actions to give effect to the sale of the Loan
        Notes pursuant to the Sale Agreement in the event that
        Federal-Mogul elects not to make the Top Up Offer.

Mr. O'Neill points out that making the Top Up Offer and
consummating the various transactions comprising the Top Up Offer
is a sound exercise of the Debtors' business judgment.  "As a
consequence of undertaking those transactions, the Loan Notes
will be retained as intercompany obligations in exchange for
paying a portion of their face value.  By making and consummating
the Top Up Offer, Federal-Mogul prevents a third party from
gaining control of the principal financial obligations of three
of its most significant foreign subsidiaries -- i.e., the
principal entities controlling the Federal-Mogul group's
operations in France, Germany and Italy, which countries
collectively accounted for 32% of the Federal-Mogul group's net
sales in 2004."

"Together, the three obligors on the Loan Notes own a majority of
the Federal-Mogul group's European manufacturing facilities,
substantial portions of the Federal-Mogul group's European
aftermarket business, research and development centers, key
trademarks and intellectual property, and interests in several
joint ventures that figure prominently in Federal-Mogul's long-
term strategic planning.  Many of the Federal-Mogul group's key
customer contacts and management also reside in one or more of
the European Obligors.  Put simply, the European Obligors, as
subsidiaries of Federal-Mogul -- a U.S. Debtor -- are
exceptionally important elements of Federal-Mogul's global
business," Mr. O'Neill says.

Mr. O'Neill argues that allowing a third-party creditor to take
control of the Loan Notes could be risky for the Federal-Mogul
group.  "A third party in control of the Loan Notes would be
interested solely in maximizing its recovery on those notes from
the European Obligors and might take precipitous actions against
the European Obligors based on that self-interest in certain
circumstances.  If the Loan Notes are retained by T&N or
purchased by another affiliated entity pursuant to the Top Up
Offer, however, the notes will remain in the stable hands within
the Federal-Mogul group of companies, which decreases the
prospect that the European Obligors might face rash actions or
efforts to compel them to take certain actions that might
increase recoveries on the Loan Notes while not being in the best
long-term interests of the European Obligors' businesses and the
business of the Federal-Mogul family of companies."

The Top Up Offer, Mr. O'Neill continues, also provides both the
Debtors and the Administrators with a benefit of exceptional
value; namely, the monetization of the value of the Loan Notes
without a jurisdictional conflict and the prospect of an overall
resolution of the U.K. Debtors' administration proceedings.  It
is for this benefit that the Administrators -- and all of the
major creditors' constituencies of the U.K. Debtors -- have
agreed to accept the Top Up Offer, even though the cash amount of
that offer may be less than the amount that Deutsche Bank has
agreed to pay for the Loan Notes under the Sale Agreement.

If the Debtors decide not to pursue the Top Up Offer, the Loan
Notes may be sold to Deutsche Bank or another party that submits
a more advantageous bid without further Court approval.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. D. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.  (Federal-Mogul Bankruptcy News, Issue No. 96;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Asks Court to Approve A.T. Kearney Consulting Pact
-----------------------------------------------------------------
A.T. Kearney, Inc., has provided Federal-Mogul Corporation and its
debtor-affiliates with consulting services in three phases.  In
Phase I, A.T. Kearney assessed the Debtors' manufacturing and
materials sourcing processes and identified potential cost savings
free of charge.  For a fee, A.T. Kearney provided cost-saving
initiatives to the Debtors' other manufacturing facilities in
Phase II through Waves I, II, III and IV.

Judge Lyons of the U.S. Bankruptcy Court for the District of
Delaware approved A.T. Kearney's services with respect to certain
follow-up and support procedures at 12 of the Debtors' facilities,
in which an Operating Asset Effectiveness initiative has already
been implemented.

The Debtors and the Official Committee of Unsecured Creditors seek
the Court's permission to enter into a consulting agreement with
A.T. Kearney, to implement follow-up and support procedures at
four additional facilities -- three in North America and one in
Europe.

Phase III support has three main objectives:

    1. To ensure realization of identified savings in plants,
       which have been less successful at meeting 2005
       productivity targets or at embedding the process
       implemented in Phase I and Phase II;

    2. To identify and implement additional productivity
       improvements in both the 2005 and 2006 productivity plans;
       and

    3. To facilitate and encourage Federal-Mogul Corporation's
       ability to sustain the improved manufacturing process
       without the need for external consulting support.

                         Proposed Services

Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, P.C., in Wilmington, Delaware, relates that
the contemplated services are largely identical to the previous
follow-up support services that were approved by Judge Lyons.
A.T. Kearney will focus primarily on follow-up support aspects of
their services rather than an initial roll-out of the OAE
initiative.

In addition to the Phase III objectives, however, the services
contemplated by the Letter Agreement include continued attention
to some of the processes utilized in Phase I and Phase II,
including:

    -- ensuring manufacturing process compliance;
    -- implementing plant improvement plans; and
    -- identifying new savings at each plant.

The Phase III follow-up for the identified plants is designed to
maximize the likelihood that the selected plants will realize the
identified savings opportunities and sustain the improved
processes without the need for further outside support.  These
particular plants were carefully selected with the input of
Powertrain Operations Directors and Plant Managers as those that
could benefit from additional support in achieving their goals
for 2005.

Ms. McFarland asserts that the need for the additional support is
attributable to two main factors:

    1. The level of turnover and movement at the plant, product
       group and corporate level; and

    2. The occurrence of major issues unrelated to the roll-out
       that tend to de-prioritize the adherence to the
       manufacturing process like quality issues, new product
       launches or product transfers.

A.T. Kearney believes that with Phase III support, the selected
plants can successfully meet their goals.

Based on the needs at each individual plant, A.T. Kearney has
determined that the duration of Phase III activities at each
plant should be 6-12 weeks, with an estimated 6-8 weeks for the
three North American plants and 12 weeks for the sole European
plant.  The A.T. Kearney staffing support requirement is
estimated to be 35 to 45 days for the North American plants and
100 days for the European plant.  At each plant, the specific
services provided will depend on the level of prior A.T. Kearney
involvement and both the specific needs and specific
opportunities present at each plant.

                         Fees and Expenses

A.T. Kearney's fees will be calculated on an hourly basis using
actual hours worked and a specified experience-based rate
structure for A.T. Kearney personnel.  A.T. Kearney's total fees
and expenses will be capped at $710,000 for Phase III activities
at the selected plants.  The first invoice totaling $355,000 will
be submitted on Oct. 31, 2005.  The final invoice will be
submitted on Nov. 30, 2005, and will be adjusted from
$355,000 to take into account actual hours billed and expenses,
subject to the $710,000 cap.

Both invoices are to be paid within 60 days of invoicing,
provided that the Debtors will not pay any invoices until the
Court approves the Debtors' request.

In the event that Court approval is not obtained, A.T. Kearney
assumes all risk in connection with payment for any consulting
services rendered prior to the Court's approval of the Letter
Agreement.

Consistent with prior practices, each of the applicable U.S.
Debtors and non-Debtor affiliates will reimburse Federal-Mogul
for the allocable share of the costs of any A.T. Kearney services
rendered at their plants to the extent Federal-Mogul directly
pays A.T. Kearney's fees and expenses.

Rainer Jueckstock, Federal-Mogul's senior vice president for
Global Powertrain Operations, believes that A.T. Kearney's
continued services represents an exercise of the Debtors' sound
business judgment.  "Ongoing analysis and observation have shown
substantial year to year productivity gains in those Federal-
Mogul plants using the manufacturing process implemented with the
assistance of A.T. Kearney's services."

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.  (Federal-Mogul Bankruptcy News, Issue No. 96;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FORTRESS CBO: Moody's Raises Pref. Certificates' Rating to Ba2
--------------------------------------------------------------
Moody's Investors Service upgraded its ratings on:

   1) the U.S. $20,000,000 Class B Floating Rate Notes Due 2038;
   2) the U.S. $62,500,000 Class C Fixed Rate Notes Due 2038;
   3) the U.S. $32,500,000 Class D Fixed Rate Notes Due 2038;
   4) the U.S. $17,500,000 Class E Fixed Rate Notes Due 2038; and
   5) the U.S. $17,500,000 Preferred Certificates Due 2038.

All of these are issued by Fortress CBO Investments I, Limited.

According to Moody's, the rating action reflects the stable credit
quality of the portfolio combined with the delevering of the
transaction, which is now past its reinvestment period.

The collateral manager is Fortress Investment Corp.

Rating actions:

  Issuer: Fortress CBO Investments I, Limited

  Tranche description: U.S. $20,000,000 Class B Floating Rate
                       Notes Due 2038

     * Previous Rating: Aa2 (on Watch for Possible Upgrade)
     * Current Rating: Aa1

  Tranche description: U.S. $62,500,000 Class C Fixed Rate Notes
                       Due 2038

     * Previous Rating: A2 (on Watch for Possible Upgrade)
     * Current Rating: Aa3

  Tranche description: U.S. $32,500,000 Class D Fixed Rate Notes
                       Due 2038

     * Previous Rating: Baa2 (on Watch for Possible Upgrade)
     * Current Rating: A3

  Tranche description: the U.S. $17,500,000 Class E Fixed Rate
                       Notes Due 2038

     * Previous Rating: Baa2 (on Watch for Possible Upgrade)
     * Current Rating: A3

  Tranche description: the U.S. $17,500,000 Preferred Certificates
                       Due 2038

     * Previous Rating: B2 (on Watch for Possible Upgrade)
     * Current Rating: Ba2


FRONTIER INSURANCE: Court Approves Amended Disclosure Statement
---------------------------------------------------------------
The Honorable Cecelia G. Morris of the U.S. Bankruptcy Court for
the Southern District of New York approved Frontier Insurance
Group Inc.'s Amended Disclosure Statement explaining its Amended
Plan of Reorganization.

Judge Morris is satisfied that the Disclosure Statement contains
adequate information -- the right amount of the right kind of
information -- that would enable a hypothetical investor to make
an informed judgment about the Plan.

With a Court-approved Disclosure Statement in hand, the Debtor can
now solicit acceptances of the Plan from its creditors.

                        Terms of the Plan

Under the Plan, the Debtor will emerge under the sole control of
Insurance Management Group, LLC -- Frontier's largest single
creditor and holder of secured and senior debts.

In general, Insurance Management will receive 100% of the
Reorganized Debtor's stock while the rest of the creditors will
receive distributions from recoveries of the Debtor's Causes of
Actions.

A Creditor Trust will be established to liquidate trust assets and
make distributions to creditors.

                       Treatment of Claims

At the option of the Creditor Trustee, secured claims will not be
altered or in the alternative, the collateral will be disposed and
the proceeds paid to the secured creditors.

General unsecured creditors will share pro rata in any Net
Litigation proceeds.

Each holder of an allowed subordinated debt claim will receive
these amounts:

   i) 5% of the Pro Rata share of any Net Litigation Proceeds
      between $1 and $5,000,000;

  ii) 10% of the Pro Rata share of any Net Litigation Proceeds
      between $5,000,001 and $10,000,000;

iii) 15% of the Pro Rata share of any Net Litigation Proceeds
      between $10,000,001 and $20,000,000;

  iv) 20% of the Pro Rata share of any Net Litigation Proceeds
      between $20,000,001 and $40,000,000; and

   v) 50% of the Pro Rata share of any Net Litigation Proceeds in
      excess of $40,000,000,

provided that the Reorganized Debtor will receive these amounts:

   i) 95% of the Pro Rata share of any Net Litigation Proceeds
      between $1 and $5,000,000;

  ii) 90% of the Pro Rata share of any Net Litigation Proceeds
      between $5,000,001 and $10,000,000;

iii)  85% of the Pro Rata share of any Net Litigation Proceeds
      between $10,000,001 and $20,000,000;

  iv) 80% of the Pro Rata share of any Net Litigation Proceeds
      between $20,000,001 and $40,000,000; and

   v) 50% of the Pro Rata share of any Net Litigation Proceeds in
      excess of $40,000,000.

Equity interests will be cancelled.

Headquartered in Rock Hill, New York, Frontier Insurance Group,
Inc., is an insurance holding company, which through its
subsidiaries, is a national underwriter and creator of specialty
insurance products serving the needs of insureds in niche markets.
The Company filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-36877).  Matthew H. Charity, Esq., at
Baker & Hostetler, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $13,670,000 and total debts of
$250,210,000.


FUSIONWARE: Revitalization Partners Raises Phoenix from Ashes
-------------------------------------------------------------
Millions in debt.  Poor management.  An organizational nightmare.
But, yet, it's still worth saving.

This is a scenario that Seattle-based Revitalization Partners can
see in the companies it takes on as clients.  The international
specialty management and business advisory firm often works with
companies that are on shaky financial and structural ground with
the goal of turning the situation around before a point of no
return.

One of the firm's current clients, FusionWare, was born from the
seeds of another company that found itself in a seemingly hopeless
situation.  The basis of FusionWare's beginnings are the
quintessential "something" that almost every company has that's
worth saving.  With more stability and steady growth now than its
predecessor could have ever imagined, FusionWare shows that it is
possible, with right mix of capital infusion, management and
products, to create success from failure.

In 2003, investors in a company called GA eXpress, sought out help
from Revitalization Partners.  The company had serious management
issues and was deeply in debt, but had a potentially profitable
product-a software solution that streamlined integration and
allowed IT departments to quickly deploy Web services using
existing resources rather than having to rely on costly
consultants or outside firms.

"GA eXpress was an example of what happens when a company
completely ignores their problems.  By the time their investors
contacted us, GA eXpress was heavily in debt and had very pressing
internal issues.  The positive side was this was a business with
an interesting product idea in a unique market niche.  Most
importantly, they had a strong and loyal customer base," said
Revitalization Partners' Al Davis, who is working with FusionWare
as their President and CEO.

Mr. Davis quickly recognized the company was too unstable to
continue as it was, but saw its underlying potential. He rallied
the help of several of the investors to foreclose on the assets of
GA eXpress and fund a new company-one that would build off of the
older company's menu of products and services while continuing to
employ many members of their talented team.

Like the Phoenix rising from the ashes, FusionWare was born from a
company being consumed by the flames of financial ruin.

"By starting a new company, we were able to put the old company
into bankruptcy and yet avoid the loss of key employees to
financial restructuring.  We took the strongest assets of the old
company-namely its products, client base, management, and
developers-and eliminated its heavy debt burden to create an
entity with a real chance at success," said Davis.

Since it was founded, FusionWare has nearly tripled the number of
people it employs and has become an emerging leader in platform-
independent, low-cost application and data integration solutions.
The company recently celebrated the release of the third version
of its flagship product-the FusionWare Integration Server.  This
innovative software solution is not only one of the easiest
products of its kind to implement, but can be used on an existing
infrastructure and over multiple operating systems.  Because of
these time and money-saving measures, total cost of ownership of
the FWIS is extremely low when compared to competing technologies.

FusionWare, born from the assets of a company that was woefully
stifled by debt and poor management, is now profitable with
revenue in excess of $12 million.  With offices in Seattle,
Vancouver, BC; and Australia, FusionWare also recently acquired
two firms-Pacific Software Associates, of Hillsboro, Ore.; and
Portland, Ore.-headquartered NCS Tek.  PSA specializes in IBM
hardware and software solutions for forest industries, government
agencies, and business accounting.  NCS Tek is a mid-range and
enterprise-computing provider. These IBM Business Partners will
add to FusionWare's core technologies and services while expanding
their market presence and customer base.

"Every company begins with the hope of success, but hope isn't a
strategy and sometimes there are unforeseen twists and turns that
can take a company off track," said Davis. "FusionWare is proof
that it is possible to create something good and strong out of a
situation that may seem hopeless.  This is where Revitalization
Partners thrives and can become the best friend to any struggling
company, overwhelmed management team, or investor.  Almost every
company has something that's worth saving."

                        About FusionWare

FusionWare -- http://www.fusionware.net-- is a privately held
software company with offices in the US, Canada and Australia.
FusionWare is recognized for creating data access and intelligent
integration solutions, including its flagship product, the
FusionWare Integration Server, which solves today's most
complicated integration and communication issues.  FusionWare
markets in the USA, UK and Asia/Pacific both directly and through
its extensive partner network.

                  About Revitalization Partners

Revitalization Partners -- http://www.revitalizationpartners.com/
-- is an international specialty services firm that provides
hands-on executive management and advisory services to
organizations that are facing challenging periods with respect to
growth, restructuring and financial management.  The firm
specializes in bringing strong execution and unique solutions to
address complex business problems.


GB HOLDINGS: Court Sets February 1 as Claims Bar Date
-----------------------------------------------------
The Hon. Judith H. Wizmur of the U.S. Bankruptcy Court for the
District of New Jersey established Feb. 1, 2006, as the deadline
for all creditors owed money by GB Holdings, Inc., on account of
claims arising prior to Sept. 29, 2005, to file their proofs of
claim.

Creditors must file written proofs of claim on or before
the Feb. 1 claims bar date and those forms must be delivered
to:

                  Clerk of the Bankruptcy Court
                  401 Market Street
                  Camden, N.J. 08102

Headquartered in Atlantic City, New Jersey, GB Holdings, Inc.,
primarily generates revenues from gaming operations in Atlantic
Coast Entertainment Holdings, which owns and operates The Sands
Hotel and Casino in Atlantic City, New Jersey.  The Debtor also
provides rooms, entertainment, retail store and food and beverage
operations.  These operations generate nominal revenues in
comparison to the casino operations.  The Debtor filed for
chapter 11 protection on September 29, 2005 (Bankr. D. N.J. Case
No. 05-42736).  Peter D. Wolfson, Esq., Andrew P. Lederman, Esq.,
and Mark A. Fink, Esq., at Sonnenschein Nath & Rosenthal LLP
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
to $50 million.


GEORGIA-PACIFIC: Koch Forest Offers GP Shareholders $13.2 Billion
-----------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) and Koch Industries, Inc.,
reached a definitive agreement for Koch Forest Products, Inc., a
wholly owned Koch subsidiary, to make a $48 per share cash tender
offer for all shares of Georgia-Pacific.  The transaction has been
unanimously approved by the boards of directors of Georgia-Pacific
and Koch.

The transaction has an equity value of $13.2 billion and a total
enterprise value of $21 billion, including all Georgia-Pacific
debt.  The price to Georgia-Pacific shareholders represents a
premium of 39 percent based on the closing price of Georgia-
Pacific common stock on Nov. 11.

Koch Forest Products expects to launch a cash tender offer for all
outstanding shares of Georgia-Pacific common stock no later than
Nov. 18, followed by a second step cash-out merger at the offer
price.  The closing of the tender offer is expected to be
completed promptly, subject to customary closing conditions,
including antitrust clearances in various countries.

The transaction is not conditioned on financing.  Debt financing
has been secured by Koch through Citigroup.

Koch has confirmed that Georgia-Pacific will be operated as a
privately held, wholly owned subsidiary of Koch Industries.
Georgia-Pacific will continue to do business worldwide under the
Georgia-Pacific name and continue to operate its businesses from
its Atlanta headquarters as an independently managed company.

Included in the transaction are all assets of Georgia-Pacific,
including its North America and international consumer products
segments, as well as its building products, packaging, and paper
and bleached board segments.

"This transaction is the most dramatic step yet in Georgia-
Pacific's history and its transformation.  We are pleased it
offers very significant, incremental value to our shareholders, as
is warranted by our company's tremendous assets and talented
employees," said A.D. "Pete" Correll, Georgia-Pacific chairman and
chief executive officer.  "Koch's acquisition of Georgia-Pacific
will enable us to move into the future in an exciting fashion and
continue achieving our financial and operating goals with
committed new ownership that is exceptionally strong financially,
has a long history of outstanding business success and a
dedication to operational excellence."

"Georgia-Pacific is an outstanding company with highly talented
employees, a heritage of leadership in the marketplace and strong
branded products," said Charles G. Koch, chairman and chief
executive officer of Koch Industries, Inc.  "By joining our group
of privately held companies, Georgia-Pacific will be able to
maintain a long-term focus on growth and a commitment to
delivering value for all of its constituents.  As a wholly owned
Koch subsidiary, it will benefit from our historical practice of
reinvesting up to 90 percent of earnings in our businesses.  We
have extensive experience with cyclical, highly competitive
businesses and the ability to commit appropriate resources to
enhance the company's assets and pursue a growth agenda."

Koch acquired Georgia-Pacific's non-integrated market and fluff
pulp operations at New Augusta, Miss., and Brunswick, Ga., in May
2004.  Since the purchase, Koch has invested in these businesses,
which have been operating as Koch Cellulose.  Upon completion of
this transaction, these operations will be reintegrated with
Georgia-Pacific businesses.

"Through the experience we gained in our recent transaction with
Koch, we are very familiar with Koch's outstanding strategic asset
management approach and capabilities," Mr. Correll said.  "It is
gratifying that the same highly effective leadership team we dealt
with earlier took a focused interest in all of Georgia-Pacific and
in our continuing success story as an industry leader. We are
confident that this combination will be a winner, bringing
superior strengths, shared core values and readiness to compete in
all of our markets."

Added Koch's Joe W. Moeller, president and chief operating
officer, "We view this major acquisition not only as a key
strategic investment for Koch but as a platform for future growth.
We believe this transaction represents a unique opportunity in
which each of our enterprises and employees will be able to
prosper together."

Goldman, Sachs & Co. acted as exclusive financial advisor to
Georgia-Pacific; the company's legal counsel are Shearman &
Sterling LLP and King & Spalding LLP.  Koch's financial advisor is
Citigroup Corporate and Investment Banking; its transaction
counsel is Latham & Watkins LLP.

Koch Industries, Inc. -- http://www.Kochind.com/-- based in
Wichita, Kan., owns a diverse group of companies engaged in
trading, operations and investments worldwide, including a
presence in 50 countries in such core industries as trading,
petroleum, chemicals, energy, fibers, fertilizers, pulp and paper,
ranching, securities and finance.

Headquartered at Atlanta, Georgia-Pacific -- http://www.gp.com/--  
is one of the world's leading manufacturers and marketers of
tissue, packaging, paper, building products and related chemicals.
With 2004 annual sales of approximately $20 billion, the company
employs 55,000 people at more than 300 locations in North America
and Europe.  Its familiar consumer tissue brands include Quilted
Northern(R), Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n
Gentle(R), Mardi Gras(R), So-Dri(R) and Vanity Fair(R), as well as
the Dixie(R) brand of disposable cups, plates and cutlery.
Georgia-Pacific's building products business has long been among
the nation's leading supplier of building products to lumber and
building materials dealers and large do-it-yourself warehouse
retailers.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2005,
Moody's Investors Service upgraded Georgia-Pacific Corporation's
corporate family rating to Ba1, its senior unsecured ratings to
Ba2, and made these specific rating changes:

     Ratings Upgraded:

       Georgia-Pacific Corporation:

          -- Corporate family rating: to Ba1 from Ba2
          -- Senior unsecured: to Ba2 from Ba3

       Fort James Corporation:

          -- Senior Unsecured: to Ba1 from Ba2

       G-P Canada Finance Company:

          -- Backed senior unsecured: to Ba2 from Ba3

       Fort James Operating Company:

          -- Backed senior unsecured: to Ba1 from Ba2

     Rating Affirmed:

       Georgia-Pacific Corporation:

          -- Speculative Grade Liquidity Rating: SGL-2

     Outlooks Changed:

       Georgia-Pacific Corporation:

          -- Outlook: Stable

       Fort James Corporation:

          -- Outlook: Stable

       G-P Canada Finance Company:

          -- Outlook: Stable

       Fort James Operating Company:

          -- Outlook: Stable

As reported in the Troubled Company Reporter on May 24, 2005,
Standard & Poor's Ratings Services revised its outlook on Georgia-
Pacific Corp. to positive from stable and affirmed all its ratings
on the company and its subsidiaries, including its 'BB+' corporate
credit rating.


GEORGIA-PACIFIC: Offering to Buy Back $2.6 Billion of Bond Debt
---------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) will make a tender offer to
purchase approximately $2.6 billion of debt securities issued by
Georgia-Pacific and its Fort James subsidiary.

The Georgia-Pacific debt issuances subject to the tender offer
will be:

          7.375% Senior Notes due 2008
          8.000% Senior Notes due 2014
          8.875% Senior Notes due 2010
          9.375% Senior Notes due 2013

The Fort James debt issuances subject to the tender offer will be:

          6.875% Senior Notes due 2007
          9.250% Debentures due 2021
          7.750% Notes due 2023

Georgia-Pacific also will be soliciting consents from the holders
of the securities to eliminate the principal restrictive covenants
in the indentures governing the debt securities.

Georgia-Pacific will make the offer to purchase the debt in
connection with Sunday's announced acquisition of Georgia-Pacific
by Koch Forest Products, Inc., a wholly owned subsidiary of Koch
Industries, Inc.  The company expects to launch the offer to
purchase the notes and debentures no later than Nov. 18.
Consummation of the offers is subject to certain conditions,
including completion of the associated merger following
consummation of Koch's all-cash tender offer for shares of
Georgia-Pacific common stock.  Koch will provide the funding to
pay for all bonds tendered.

The dealer managers for the debt tender will be Citigroup Global
Markets Inc. and Goldman, Sachs & Co.

Koch Industries, Inc. -- http://www.Kochind.com/-- based in
Wichita, Kan., owns a diverse group of companies engaged in
trading, operations and investments worldwide, including a
presence in 50 countries in such core industries as trading,
petroleum, chemicals, energy, fibers, fertilizers, pulp and paper,
ranching, securities and finance.

Headquartered at Atlanta, Georgia-Pacific -- http://www.gp.com/--  
is one of the world's leading manufacturers and marketers of
tissue, packaging, paper, building products and related chemicals.
With 2004 annual sales of approximately $20 billion, the company
employs 55,000 people at more than 300 locations in North America
and Europe.  Its familiar consumer tissue brands include Quilted
Northern(R), Angel Soft(R), Brawny(R), Sparkle(R), Soft 'n
Gentle(R), Mardi Gras(R), So-Dri(R) and Vanity Fair(R), as well as
the Dixie(R) brand of disposable cups, plates and cutlery.
Georgia-Pacific's building products business has long been among
the nation's leading supplier of building products to lumber and
building materials dealers and large do-it-yourself warehouse
retailers.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 21, 2005,
Moody's Investors Service upgraded Georgia-Pacific Corporation's
corporate family rating to Ba1, its senior unsecured ratings to
Ba2, and made these specific rating changes:

     Ratings Upgraded:

       Georgia-Pacific Corporation:

          -- Corporate family rating: to Ba1 from Ba2
          -- Senior unsecured: to Ba2 from Ba3

       Fort James Corporation:

          -- Senior Unsecured: to Ba1 from Ba2

       G-P Canada Finance Company:

          -- Backed senior unsecured: to Ba2 from Ba3

       Fort James Operating Company:

          -- Backed senior unsecured: to Ba1 from Ba2

     Rating Affirmed:

       Georgia-Pacific Corporation:

          -- Speculative Grade Liquidity Rating: SGL-2

     Outlooks Changed:

       Georgia-Pacific Corporation:

          -- Outlook: Stable

       Fort James Corporation:

          -- Outlook: Stable

       G-P Canada Finance Company:

          -- Outlook: Stable

       Fort James Operating Company:

          -- Outlook: Stable

As reported in the Troubled Company Reporter on May 24, 2005,
Standard & Poor's Ratings Services revised its outlook on Georgia-
Pacific Corp. to positive from stable and affirmed all its ratings
on the company and its subsidiaries, including its 'BB+' corporate
credit rating.


GLOBAL CROSSING: Balance Sheet Upside-Down by $139M at Sept. 30
---------------------------------------------------------------
Global Crossing Ltd. (NASDAQ: GLBC) reported financial and
operational results for the third quarter of 2005.

                           Highlights

Global Crossing's year-over-year improvement shows continued
execution of its business transformation initiatives.  The
company's "invest and grow" revenue -- that is, revenue from
Global Crossing's core businesses serving global enterprises,
collaboration and carrier data customers through direct and
indirect channels - grew by 2 percent to $269 million in the third
quarter, reflecting data and conferencing revenue growth of 7
percent.  "Invest and grow" revenue generated outside of the
company's UK business continued to strengthen, with a $15 million
or 10 percent increase year over year.  "Invest and grow" Adjusted
Gross Margin grew 8 percent to $143 million.

The company also continued efforts to drive the business closer to
profitability, yielding a 30-percent decline in cost of access
year over year.  Improvements in the company's revenue mix, lower
wholesale voice volumes and network efficiencies contributed to
the lower costs.

"We continue to meet our targets, demonstrating momentum as we
become the premier network services provider, serving our carrier
and enterprise customers with global converged IP services," said
John Legere, Global Crossing's chief executive officer.  "We've
extended our reach into 12 key markets in mainland China through
an agreement with CPCNet, and we became the first global VoIP
provider rated as 'SIP-compliant' by Avaya.  Our focus on
delivering converged IP services is unwavering."

Global Crossing carried close to seven billion minutes of Voice
over Internet Protocol (VoIP) traffic during the third quarter,
comprising 64 percent of the company's voice traffic. Since the
end of 2004, Global Crossing's IP traffic has increased from 90
Gbps to 122 Gbps.  Global Crossing's IP VPN traffic, which
supports converged IP solutions for enterprise customers around
the world, grew 300 percent on an annualized basis, highlighting
the increased uptake in these scalable, high-performance solutions
by the company's customers.

Product and service news during the third quarter included Global
Crossing's E911 offer for VoIP service providers, supporting the
ongoing adoption of VoIP in the marketplace.  In October the
company announced the deployment of IPv6 in its global network.
This powerful standard, the adoption of which has been mandated by
the U.S. government, simplifies mobile networking and lays the
groundwork for the deployment and adoption of next-generation
IP-based applications.  Global Crossing also released a number of
key enhancements to its flagship IP VPN service in October,
delivering an increasingly powerful and versatile solution for
businesses, and it announced expansion of its telecommunications
license in Mexico.  The license now permits the company to sell
international and domestic long-distance services directly to
Mexican-based businesses and carriers, opening the door to the
possibility of delivering VoIP services to this important market.

                       Revenue and Margin

Revenue for the third quarter of 2005 was $481 million,
representing a year-over-year decline of 22 percent and well ahead
of the trajectory required to meet the company's revenue guidance.
"Invest and grow" revenue grew by 2 percent year over year to
$269 million, while wholesale voice revenue declined 41 percent to
$189 million.

"Our goal in transforming Global Crossing's business was to
achieve higher margins by focusing on the higher-quality IP
revenue for which our network was built," continued Mr. Legere.
"Today's results are good news for Global Crossing, showing solid
performance in our area of focus. Our business transformation is
on track."

Adjusted Gross Margin (defined in the tables that follow) as a
percentage of revenue was 36 percent in the third quarter of 2005,
compared to 30 percent in the third quarter of 2004.  Adjusted
Gross Margin dollars were $175 million, compared to $185 million
in the third quarter of 2004 - a 5 percent decline compared to the
22 percent decline in revenue.  On a year-to-date basis, Adjusted
Gross Margin dollars increased 3 percent, while revenue declined
21 percent.

Adjusted Gross Margin in the "invest and grow" category was
$143 million in the third quarter of 2005, representing 8 percent
year-over-year growth.

Outside of cost of access expense, the company reduced its sales,
general and administrative expense by $17 million year over year
to $195 million in the third quarter, while costs of equipment
sales increased by $5 million during the same time period.

                            Earnings

For the third quarter of 2005, Adjusted EBITDA was reported at a
loss of $33 million, compared with a loss of $35 million in the
third quarter of 2004.

Consolidated loss applicable to common shareholders in the third
quarter of 2005 was $95 million, compared to a loss of $96 million
in the third quarter of 2004.

                       Cash and Liquidity

As of September 30, 2005, unrestricted cash and cash equivalents
were $260 million.  Restricted cash was $23 million.  Global
Crossing used $45 million of cash in the third quarter, including
$19 million of cash for capital expenditures and capital leases.

                            Guidance

Below is a summary of the specific financial guidance for 2005
provided on March 16, 2005 and year-to-date results for the first
three quarters of the year.


                                     2005 Guidance   Year-to-Date
Metric                                ($ millions)    Performance
------                               -------------   ------------
Revenue                            $1,800 - $1,950         $1,506

"Invest and Grow" Revenue          $1,120 - $1,195           $816

Wholesale Voice Revenue                $615 - $685           $605

Harvest/Exit Revenue                     $65 - $70            $85

Adjusted Gross Margin Percentage         36% - 41%             38%

"Invest and Grow" Adjusted Gross
Margin                                 $504 - $717           $440

Wholesale Voice Adjusted Gross Margin   $68 - $103            $82

Harvest/Exit Adjusted Gross Margin       $18 - $25            $47

Adjusted EBITDA                       ($145 - $115)          ($88)

Cash Use                              ($180 - $150)         ($105)

Cash from Assets/IRU's/Marketable
Securities                               $60 - $80            $75

Capital Expense/Capital Leases          $95 - $100            $72

Headquartered in Florham Park, New Jersey, Global Crossing
Ltd. -- http://www.globalcrossing.com/-- provides
telecommunications solutions over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe.  Global Crossing serves
many of the world's largest corporations, providing a full range
of managed data and voice products and services.  The Company
filed for chapter 11 protection on January 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188).  When the Debtors filed for
protection from their creditors, they listed $25,511,000,000 in
total assets and $15,467,000,000 in total debts.  Global Crossing
emerged from chapter 11 on December 9, 2003.

As of Sept. 30, 2005, Global Crossing's balance sheet reflects a
$139 million equity deficit compared to $51 million of positive
equity at Dec. 31, 2005.


GT BRANDS: Courts Extends Exclusive Plan Filing Period to Feb. 8
----------------------------------------------------------------
The Honorable Prudence Carter Beatty of the U.S. Bankruptcy Court
for the Southern District of New York extended, through and
including Feb. 8, 2005, the time within which GT Brands Holdings
LLC and its debtor-affiliates' have the exclusive right to file a
chapter 11 plan.  The Debtors also retain the exclusive right to
solicit acceptance from their creditors, through and including
Apr. 10, 2006.

The Debtors gave the Court five reasons in support of the
extension:

    (1) only slightly more than three months have passed since the
        Debtors filed for protection under chapter 11, and this is
        the first request for extension of the Exclusivity
        Periods;

    (2) the Debtors have managed their bankruptcy cases in good
        faith, and have made and will continue to make all
        undisputed post-petition payments as they become due
        consistent with their ordinary business practices;

    (3) notwithstanding that the Debtors have closed their sale
        transaction with Gaiam, the Debtors are still in the
        process of transitioning their business to Gaiam pursuant
        to the terms of the Transition Agreement dated as of Sept.
        8, 2005, and that will continue to be a focus of the
        Debtors until the anticipated expiration of that agreement
        on Nov. 30, 2005;

    (4) since the appointment of the Creditors Committee, the
        Debtors have engaged in dialogues with the Creditors
        Committee and the Debtors' prepetition lenders to explore
        plan alternatives and mechanisms.  The Debtors are hopeful
        that such discussions will lead to the outlines of a
        consensual plan of liquidation in the near term.  In
        addition, the Debtors have discussed the extension of the
        Exclusivity Periods requested herein with their pre-
        petition lenders and the Creditors Committee, and the
        Debtors anticipate that each party will support the relief
        requested by the Debtors; and

    (5) the extension of exclusivity will clearly benefit the
        Debtors by affording the Debtors the ability to focus on a
        confirmable chapter 11 plan of liquidation.  At the same
        time, the Debtors' creditors will not be disadvantaged by
        this delay.

Headquartered in New York, New York, GT Brands Holdings LLC,
supplies home video titles to mass retailers.  The Debtors also
develop and market branded consumer, lifestyle and entertainment
products.  The Company and its affiliates filed for chapter 11
protection on July 11, 2005 (Bankr. S.D.N.Y. Case No. 05-15167).
Brian W. Harvey, Esq., at Goodwin Procter LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed total assets of
$79 million and total debts of $212 million.


HIGH VOLTAGE: Inks Pact Resolving Robicon & Siemens Dispute
-----------------------------------------------------------
Stephen S. Gray, the chapter 11 trustee appointed in High Voltage
Engineering Corporation and its debtor-affiliates' chapter 11
proceedings, asks the U.S. Bankruptcy Court for the District of
Massachusetts to approve a settlement agreement between Robicon
Corporation and Siemens Energy and Automation, Inc.

                  Asset Purchase Agreement

On Apr. 21, Mr. Gray agreed to sell substantially all of Robicon's
assets to Siemens for $197.5 million pursuant to an asset purchase
agreement.  On June 27, Mr. Gray and Siemens agreed to reduce the
initial purchase price to $181.7 million.

Pursuant to the purchase agreement, the parties agreed that
Siemens would pay the initial closing purchase price in part by
depositing certain amounts in escrow at the closing of the sale.

In particular, the parties agreed that the amounts that would be
deposited into escrow will include:

  (a) an adjusted escrow amount of $6 million pending a final
      determination of the closing date working capital;

  (b) $735,000 pending the dismissal or settlement of the MMC
      claim, which arose from the alleged failure of allegedly
      defective equipment manufactured by Robicon's UK subsidiary,
      ASIRobicon Ltd.;

  (c) $1.2 million to satisfy late delivery fees pursuant to the
      purchase agreement; and

  (d) $14.3 million pending Mr. Gray's delivery of evidence
      relating to a share transfer by the relevant Chinese
      Governmental Authority of ASI Robicon Shanghai Electric
      Company Ltd.  Pursuant to the sale, Siemens purchased all of
      the issued and outstanding shares of Robicon Shanghai.

On Sept. 9, Siemens sent an initial working capital statement to
Mr. Gray informing him that the actual closing date working
capital deficiency exceeded the adjustment escrow amount.  Siemens
argued that it is entitled to the adjusted amount.  Mr. Gray
disputes Siemens' allegations particularly any assertion that the
purchase price can be adjusted by more than $6 million as a result
of any working capital deficiency.

                    Settlement Agreement

To settle their dispute, the parties agreed upon the disbursement
of the escrow amounts, pursuant to a settlement agreement dated
Oct. 14, 2005.

Terms of the agreement include:

  (a) a cash payment to Siemens equal to the total of the
      adjustment escrow, the MMC escrow, the late delivery escrow,
      and an amount equal to the Shanghai Transfer escrow.  On the
      effective date, the parties will be deemed to have satisfied
      all obligations with respect to the Shanghai Transfer, the
      sale approve process and the China approval;

  (b) the assumption of Robicon's liabilities with respect to
      Fairbanks Morse by Siemens.  Robicon will have no rights in
      or to any receivables owed by Fairbanks;

  (c) the assumption and assignment of all executory contracts to
      Siemens by the Trustee; and

  (d) mutual general releases by both parties.

Moreover, the parties agreed that Siemens and Robicon UK will be
solely responsible for defending, settling and satisfying the MMC
claim.

A full-text copy of the parties' settlement agreement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=051113225730

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products, which are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage and its debtor-affiliates filed their second chapter
11 petition on Feb. 8, 2005 (Bankr. Mass. Case No. 05-10787).  S.
Margie Venus, Esq., at Akin, Gump, Strauss, Hauer & Feld LLP, and
Douglas B. Rosner, Esq., at Goulston & Storrs, represent the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $457,970,00 in total assets and
$360,124,000 in total debts.  Stephen S. Gray was appointed
chapter 11 Trustee in February 2005.  John F. Ventola, Esq., and
Lisa E. Herrington, Esq., at Choate, Hall & Stewart LLP represents
the chapter 11 Trustee.


HINES HORTICULTURE: Posts $5.2 Million Net Loss in Third Quarter
----------------------------------------------------------------
Hines Horticulture, Inc. (NASDAQ:HORT) reported $49.4 million
in net sales for the third quarter of 2005, down 4.6% from
$51.7 million for the third quarter a year ago.  Net sales for
the nine-month period ended September 30, 2005 of $290.3 million
declined 1% from net sales of $293.2 million for the comparable
period in 2004.

"While we continue to face challenges associated with the
consolidation of the retail segment in the green goods market, we
are now also contending with the impact of three major hurricanes
that struck the southern United States during the third and fourth
quarters," said Rob Ferguson, chief executive officer.  "We
estimate that hurricanes Katrina and Rita alone reduced our third
quarter net sales by as much as $2 to $3 million in total at our
Miami, Houston and Trenton facilities.  We also anticipate that
hurricane Wilma, which hit Florida on Oct. 24, 2005, along with
the lingering effects of hurricanes Katrina and Rita could
potentially reduce our fourth quarter net sales by an additional
$4 to $6 million.  Despite these declines, we've seen a modest
improvement in net sales during the third quarter in our other
non-hurricane impacted markets."

Gross profit for the third quarter of 2005 was $21.5 million, or
43.6% of net sales, compared to $23.5 million, or 45.5% of net
sales, for the comparable period in 2004.  The decline in gross
profit was mainly due to lower overall sales volume.  Increased
scrap as a result of hurricanes Katrina and Rita contributed to
lower gross profit margins during the third quarter of 2005.

Third quarter operating loss of $2.9 million increased
$2.6 million from an operating loss of $300,000 during the third
quarter a year ago.  The additional operating loss resulted from
an increase in distribution expenses and a decline in gross profit
for the period.  "As we had anticipated, selling expenses for the
third quarter have improved 14.8% primarily as a result of the
strategic reorganization that we implemented during the second
quarter of 2005," stated Claudia Pieropan, chief financial
officer.  "However, the continued increase in the price of
petroleum has put significant upward pressure on our distribution
expenses and our cost of raw materials, particularly with plastic
containers.  We are diligently working to increase our pricing to
all customers in an attempt to partially offset the rising
commodity costs and the effects of the recent hurricane season
that our organization and industry are facing."

Net loss for the third quarter of 2005 increased to $5.2 million,
compared to a net loss of $3.7 million for the comparable period a
year ago.

Gross profit for the nine months ended September 30, 2005 was
$141.8 million, or 48.9% of net sales, compared to $146.5 million,
or 50% of net sales, for the comparable period in 2004.  The
decline in gross profit margin was mainly due to lower overall
sales volume and higher raw material and commodity prices, driven
primarily by the increase in the cost of petroleum.

Operating income for the nine months ended Sept. 30, 2005 was
$31.2 million, down $10.5 million, or 25.1%, from $41.6 million
for the comparable period a year ago.  The decline in operating
income resulted from an increase in selling and distribution
expenses and a decline in gross profit for the nine-month period
ended Sept. 30, 2005.

Net income for the nine months ended Sept. 30, 2005 decreased to
$7.8 million compared to net income of $13.9 million for the
comparable period a year ago.

                 Completion of Property Sale

On Nov. 7, 2005, the Company successfully completed the sale of
122 acres of unimproved property in Miami and received net
proceeds from the sale of approximately $47.2 million.  In
accordance with the First Amendment to Credit Facility dated
June 30, 2005, the proceeds from the Property Sale were used to
payoff the entire outstanding balance of the Company's term loan,
which was approximately $30.5 million.  The remaining funds of
approximately $16.7 million were used to pay down our revolving
credit facility.  The Company has also entered into a two-year
lease agreement with the buyer to lease the property while
transitioning operations to other locations.

                    Impact of Hurricane Wilma

The Company's Miami production facility incurred structural and
crop damage from hurricane Wilma, which swept through south
Florida on Oct. 24, 2005.  The Company is still assessing the
damage, but believes that the ultimate write-off of assets will be
immaterial to the Company's financial condition considered as a
whole.  The Company believes that the replacement cost of fixed
assets could be up to $3 million.  The sales value of crop loss
damage at the Miami facility could reach as high as $6 million;
however, the Miami crops are insured under the Federal Crop
Insurance Act.

"Despite the damage caused by hurricane Wilma to our facility and
south Florida, I am pleased to report that our Miami facility is
again shipping product to our customers," stated Mr. Ferguson.
"However, depending on the extent of the damage, it may be several
weeks before the facility is again fully operational and able to
return to a more normal shipping schedule.  We are utilizing our
national footprint to begin growing product at our other
facilities in order to more quickly replenish hurricane-damaged
product in Miami."

Hines Horticulture is the leading operator of commercial nurseries
in North America, producing one of the broadest assortments of
container-grown plants in the industry.  The Company sells nursery
products primarily to the retail segment, which includes premium
independent garden centers, as well as leading home centers and
mass merchandisers, such as The Home Depot, Lowe's and Wal-Mart.


HINES HORTICULTURE: Senior Lenders Grant Financial Covenant Waiver
------------------------------------------------------------------
At Sept. 30, 2005, Hines Horticulture, Inc. (NASDAQ:HORT) was not
in compliance with some of its debt covenants under its senior
credit facility primarily due to lower sales caused by hurricanes
Katrina and Rita.

On Oct. 13, 2005, the Company obtained a waiver from the financial
institutions party to its senior credit facility to waive
compliance with the minimum fixed charge coverage ratio and the
maximum leverage ratio covenants of the senior credit facility for
the third quarter of 2005.  The completion of the Property Sale on
Nov. 7, 2005 for net proceeds of approximately $47.2 million
satisfied the conditions and terms of the Waiver.

               Credit Line Cut to $120 Million

In addition, the Company's aggregate revolving loan availability
has been reduced from $145 million to $120 million at the request
of management.

Hines Horticulture is the leading operator of commercial nurseries
in North America, producing one of the broadest assortments of
container-grown plants in the industry.  The Company sells nursery
products primarily to the retail segment, which includes premium
independent garden centers, as well as leading home centers and
mass merchandisers, such as The Home Depot, Lowe's and Wal-Mart.


HOMELIFE CORPORATION: Court Resets Closure Hearing to December 14
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware moved to
Dec. 14, 2005, at 3:00 p.m., the hearing established to consider
HomeLife Corporation and its debtor-affiliates' request to:

   -- dismiss the chapter 11 proceedings of HomeLife de Puerto
      Rico and HL Holding Corporation; and

   -- enter a final decree closing the cases of HomeLife
      Corporation, Furniture Holding, LLC, and HLC LLC.

The hearing was originally scheduled for today, Nov. 15, 2005.

As reported in the Troubled Company Reporter on Oct. 14, 2005, the
Debtors asked for the dismissal of HomeLife de PuertoRico and HL
Holding Corporation's chapter 11 cases because these companies
have no assets and no businesses and are not included in their
confirmed Joint Liquidating Plan.

The Debtors also asked the Bankruptcy Court for a final decree
closing the cases of HomeLife Corporation, Furniture Holding, LLC,
and HLC LLC since their estates have been fully administered, all
distributions have been made and all adversary proceedings have
been resolved.

Following confirmation of the Plan, the Debtors transferred their
assets to the HomeLife PCE Liquidating Trust.  The PCE Trust, as
successor-in-interest to the Debtors, pursued and resolved claims
for the estates.  It also made distributions to the estates'
creditors according to the terms of the Plan.  Patrick Reagan
serves as the PCE Trust administrator.

Mr. Reagan's final report on the Debtors' chapter 11 cases is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=051114032623

Privately held HomeLife Corporation shut down all of its 128
retail locations before it filed for chapter 11 bankruptcy
protection on July 16, 2001 (Bankr. Del. Case No. 01-2412).  The
Debtors listed both assets and liabilities of over $100 million
each in their petition.  Laura Davis Jones, Esq. at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, PC, represents the Debtors
in these proceedings.  The Bankruptcy Court confirmed the Debtors'
Joint Liquidating Plan of Reorganization on March 6, 2003.


INTERSTATE BAKERIES: 29 Creditors Sell $1.4 Mil. of Trade Claims
----------------------------------------------------------------
From Oct. 13 to Nov. 1, 2005, the Clerk of the U.S. Bankruptcy
Court for the Western District of Missouri recorded 29 claim
transfers to:

(a) 3V Capital Master Fund Ltd.

            Creditor                           Claim Amount
            --------                           ------------
            American Yeast Sales Corporation       $427,127
            APS Clearing, Inc.                      181,702
            APS Clearing, Inc.                       12,983
            Lallemand Distribution                   70,180

(b) Argo Partners

            Creditor                           Claim Amount
            --------                           ------------
            Argo Partners                            $3,158
            Coca-Cola Bottling Company               10,996
            Donald Selby Trk Wash Co.                 3,475
            Innovia Films, Inc.                       7,324

(c) Debt Acquisition Company of America V, LLC

            Creditor                           Claim Amount
            --------                           ------------
            Blue Streak Couriers                       $640
            Car Preserver                               420
            HP Schmidt, Inc.                            430
            L Roman Tire Services                       234
            Patricia Cargnel d/b/a Cargnels Clean       241

(d) Contrarian Funds, LLC

            Creditor                           Claim Amount
            --------                           ------------
            Brookside Environmental Svcs., Inc.     $42,064
            Brookside Environmental Svcs., Inc.      49,106
            Coca-Cola Botlg Co. Consolidated         34,054
            Coca-Cola Botlg Co. Consolidated          1,169
            Coca-Cola Botlg Co. Consolidated          1,648
            Coca-Cola Botlg Co. Consolidated         53,930

(e) Longacre Master Fund, Ltd.

            Creditor                           Claim Amount
            --------                           ------------
            ACH Food Companies, Inc.               $413,899
            ACH Food Companies, Inc.                 76,786

(f) Madison Investment Trust-Series 17

            Creditor                           Claim Amount
            --------                           ------------
            Dover Brake                              $1,640
            Goglanian Bakeries, Inc.                  1,499
            Wellness Solitions Coleman                3,052

(g) Sierra Liquidity Fund, LLC

            Creditor                           Claim Amount
            --------                           ------------
            American Technologies, Inc.              $4,875
            Central Electric Co. Of Alexandria          734
            Chaffee Ward Corporation                    211
            Middlesboro Coca-Cola Bottling Works        963
            Middlesboro Coca-Cola Bottling Works        856

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)


K & F INDUSTRIES: Earns $6 Mil. in Three Months Ending Sept. 30
---------------------------------------------------------------
K & F Industries Holdings, Inc. (NYSE:KFI), reported its
financial results for the third quarter and nine months ended
Sept. 30, 2005.

"We are extremely pleased with our performance in the third
quarter," stated Kenneth M. Schwartz, president and CEO of K & F
Industries.  "The markets we serve continued to be strong during
the period.  Double digit growth in available seat miles (ASMs) in
the regional jet market contributed to our 8% growth in commercial
transport revenues.  Similarly, steady demand for business jets
drove a 12% increase in our general aviation revenues, while
military sales rose 15%.  With this strong performance we were
able to achieve our financial and operational goals for the
quarter, including an Adjusted EBITDA margin of 40%."

Highlights during the quarter included strategic program wins at
both Aircraft Braking Systems Corporation and Engineered Fabrics
Corporation.  The company also has begun full-scale production of
a manufacturing facility in Danville, Kentucky, dedicated to
producing ABSC's next-generation carbon material for use on the
newest programs in its portfolio of aircraft.  In addition, the
company's productivity initiative, designed to lower K & F's cost
run rate by $8 million by the end of 2005, is on plan through the
third quarter.

Results for Third Quarter 2005 Compared with Third Quarter 2004

   * sales increased 10% to $100 million led by ABSC's 12%
     improvement;

   * adjusted EBITDA increased $2 million to $40 million, or 40%
     of revenues;

   * net income available to common stockholders was $6 million,
     or $0.20 per diluted share;

K & F Industries Holdings Inc. is the parent of K & F Industries,
which was acquired in November 2004 by an affiliate of Aurora
Capital Group in exchange for approximately $1.06 billion in cash
and a note for $14.7 million payable to the previous equity
holders of K & F Industries.  The acquisition was financed with
$795 million of debt and over $300 million of equity.

As a result of this transaction and the subsequent successful
initial public offering (IPO) of K & F Industries Holdings Inc. on
August 12, 2005, third quarter results include a number of items
that will not occur in future periods, as follows:

   * a $5 million one-time pre-payment of fees related to the
     amendment and restatement of the company's management
     services agreement with Aurora Management Partners;

   * $6 million in interest expense related to 11-1/2% Senior PIK
     Notes, which were retired in the period;

   * Preferred Stock Dividends of $2 million related to the
     company's 10% Junior Preferred Stock, which was redeemed in
     the period;

Absent these non-recurring items and reflecting an effective
long-term ongoing tax rate of 33% net income available to common
stockholders and diluted earnings per share would have improved by
$7 million and $0.12 respectively.

                          2005 Guidance

Based on current market conditions, the company expects its 2005
financial performance to be as follows:

   * revenues are expected to increase by 6% to 8% over 2004
     levels, re-affirming our previously issued guidance;

   * free cash flow, after all scheduled debt service, is expected
     to be between $40 million and $45 million;

   * excluding $3 million in costs related to productivity
     enhancement initiatives, adjusted EBITDA is expected to
     increase by 4% to 6%, to between $149 million and
     $152 million, versus last year's adjusted EBITDA of
     $143 million, re-affirming the Company's previously issued
     guidance;

   * in addition, the company expects diluted earnings per share
     to be between $1.05 and $1.07, before non-recurring items.

K&F Industries Inc., through its Aircraft Braking Systems
Corporation subsidiary, is a worldwide leader in the manufacture
of wheels, brakes and brake control systems for commercial
transport, general aviation and military aircraft.  K & F
Industries Inc.'s other subsidiary, Engineered Fabrics
Corporation, is a major producer of aircraft fuel tanks, de-icing
equipment and specialty coated fabrics used for storage, shipping,
environmental and rescue applications for commercial and military
use.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 4, 2004,
Moody's Investors Service downgraded the senior implied rating of
K&F Industries, Inc., to B2 from B1, and has assigned ratings to
the company's proposed senior secured credit facilities and senior
subordinated notes.  The purpose of the proposed facilities is to
partially fund the acquisition of K&F by Aurora Capital Group for
$1.06 billion in cash, including re-financing of existing debt.
Aurora and certain investors will contribute approximately
$315 million in equity (PIK preferred and common stock) for the
purchase.


KRISPY KREME: Canadian Court Approves Purchase of KremeKo Assets
----------------------------------------------------------------
Krispy Kreme Doughnut Corporation, a wholly owned subsidiary of
Krispy Kreme Doughnuts, Inc. (NYSE:KKD) obtained Canadian Court
approval to purchase the assets of KremeKo, Inc., one of its
Canadian franchisees, and will now operate these Canadian
operations as its wholly owned subsidiary.  Since April 2005,
KremeKo has been operating under protection of the Companies'
Creditors Arrangement Act, the Canadian equivalent of Chapter 11.

"Over the past six months, our Canadian affiliate has made
significant progress in reducing costs, increasing efficiencies
and improving its overall operating results," said Steve Cooper,
Chief Executive Officer of Krispy Kreme Doughnuts, Inc.  "We now
have a financially viable business in eastern and central Canada
with the potential for solid growth in both the retail and
wholesale sides of the business.  This restructuring represents an
important milestone for Krispy Kreme and we look forward to our
continued presence in this market."

Krispy Kreme anticipates that the purchase transaction will close
by the end of the month.  The Canadian operations include six
retail stores, along with a wholesale operation.

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

Headquartered in Winston-Salem, North Carolina, Freedom Rings
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. Del. Case No. 05-14268).  M.
Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew Barry
Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated between $10 million to
$50 million in assets and debts.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme --
http://www.krispykreme.com/-- is a leading branded specialty
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed.  Krispy Kreme currently operates
approximately 350 stores and 60 satellites in 45 U.S. states,
Australia, Canada, Mexico, the Republic of South Korea and the
United Kingdom.


LASERSIGHT INC: Earns $105,000 in Third Quarter Ending Sept. 30
---------------------------------------------------------------
LaserSight Inc. delivered its financial results for the quarter
ended Sept. 30, 2005, to the Securities and Exchange Commission on
Nov. 8, 2005.

LaserSight earned approximately $105,000 of net income for the
three months ended Sept. 30, 2005, compared to a net loss of
approximately $356,000 for the same period in 2004.

Consolidated revenues totaled $1.3 million for the three months
ended Sept. 30, 2005, a 15% increase, compared to $1.2 million of
revenues for the three months ended Sept. 30, 2004.
Geographically, China has become the most significant market for
the Company with $3.9 million in revenue during the nine months
ended Sept. 30, 2005, as compared to $3.5 million for the nine
months ended Sept. 30, 2004.

The Company's balance sheet showed $4,746,864 of assets at
Sept. 30, 2005, and liabilities totaling $8,009,201, resulting in
a stockholders' deficit of $3,262,337.

LaserSight has incurred significant losses and negative cash flows
from operations in each of the years in the three-year period
ended Dec. 31, 2003, and had an accumulated deficit of
$108 million at Sept. 30, 2005.

A substantial portion of the Company's losses is attributable to
the Company's continued lack of adequate funding and working
capital, and additional administrative and professional expenses,
attributable to the its bankruptcy filing.  The Company has
significant liquidity and capital resource issues relative to the
timing of its accounts receivable collection and the successful
completion of new sales compared to its ongoing payment
obligations.

               GE Loan Default Leads to Bankruptcy

On Sept. 5, 2003, LaserSight sought protection from its creditors
under chapter 11 of the Bankruptcy Code.  The Company had been in
default under its loan agreements with GE Healthcare Financial
Services, Inc.

On Aug. 30, 2004, the Company signed a three-year note expiring on
June 30, 2007.  The note bears interest of 9%.  Certain covenants
were modified such that the Company is required to maintain a net
worth of $750,000, a tangible net worth of $1,000,000 and minimum
quarterly revenues of $1,000,000.

In addition, the Company issued GE a warrant to purchase 100,000
shares of common stock at $0.25 per share, or $0.40 per share if
the China Group converts their DIP loan to equity.  The warrant
expires on June 30, 2008.

The Company was not in compliance with certain covenants of the
amended loan agreements and a waiver was obtained on May 23, 2005.
The revised agreement removed the net worth and tangible net worth
covenants and added an annual net income provision.

For the year ended Dec. 31, 2005 and any subsequent trailing
twelve month periods, as measured on the last day of each calendar
quarter, the Company's earnings before interest, taxes,
depreciation and amortization cannot fall below $550,000.

                       Going Concern Doubt

Moore Stephens Lovelace, PA, expressed substantial doubt about
LaserSight'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 points to the Company's
substantial losses since its inception, negative cash flow from
operations and working capital deficit at Dec. 31, 2004.

                        About LaserSight

Headquartered in Winter Park, Florida, LaserSight Inc. --
http://www.lase.com/-- is principally engaged in the manufacture
and supply of narrow beam scanning excimer laser systems,
topography-based diagnostic workstations, and other related
products used to perform procedures that correct common refractive
vision disorders such as nearsightedness, farsightedness and
astigmatism.  Since 1994, it has marketed it laser systems
commercially in over 30 countries worldwide.  It is currently
focused on selling in selected international markets; primarily
China.  On Sept. 5, 2003, LaserSight filed for bankruptcy
protection under chapter 11 of the Bankruptcy Code and operated in
this manner from Sept. 5, 2003 through June 10, 2004, when the re-
organization was approved by the U.S. Bankruptcy Court for the
Middle District of Florida.


LEESHORE INC: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Leeshore, Inc.
        756 Paulsboro Road
        Logan, New Jersey 08085

Bankruptcy Case No.: 05-60317

Type of Business: Real Estate

Chapter 11 Petition Date: November 14, 2005

Court: District of New Jersey (Camden)

Debtor's Counsel: William Mackin, Esq.
                  William Mackin, P.C.
                  105 North Broad Street
                  P.O. Box 304
                  Woodbury, New Jersey 08096
                  Tel: (856) 848-2152
                  Fax: (856) 848-4280

Total Assets: $1,700,000

Total Debts:    $958,050

Debtors' 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Paul Luptowski                   Used as               $300,000
2630 Valley Forge Drive          downpayment
Boothwyn, PA 19061               on purchase of
                                 Lee Shore, Inc.,
                                 from former
                                 owners.

John G. DeSimone, Esq.           Legal Fees              $8,050
22 Euclid Street
Woodbury, NJ 08096


LTX CORP: CFO Patrick Spratt Elected to Board of Directors
----------------------------------------------------------
LTX Corporation (Nasdaq: LTXX) elected Patrick J. Spratt, chief
financial officer of KVH Industries, Inc., to its Board of
Directors.

"We are pleased to welcome Pat to our Board of Directors," said
Roger W. Blethen, chairman of the board of LTX.  "With his
extensive financial background in technology, Pat will be a
valuable asset to LTX as we advance our core strategies."

Since 2002 Mr. Spratt has served as chief financial officer of
KVH, a leader in the development and manufacture of mobile
broadband satellite communications, fiber optic products and
tactical land navigation systems.  Prior to joining KVH, Mr.
Spratt served as an independent consultant and chief financial
officer for FabCentric, Inc., a provider of productivity software
for semiconductor manufacturing.  From January 2000 to April 2001,
he served as director and chief financial officer of Negen Access
Inc., a broadband telecommunications company. Prior to joining
Negen, Mr. Spratt held several management positions with
BioReliance Corporation and Digital Equipment Corporation.

Mr. Spratt fills the Board position held by director Robert J.
Boehlke, who left the LTX Board on Nov. 10.  It is expected that
Mr. Spratt will serve as chairman of the Audit Committee, in
addition to other Board responsibilities.

LTX Corporation -- http://www.ltx.com/-- (Nasdaq: LTXX) is a
leading supplier of test solutions for the global semiconductor
industry.  Fusion, LTX's patented, scalable, single-platform test
system, uses innovative technology to provide high performance,
cost-effective testing of system-on-a-chip, mixed signal, RF,
digital and analog integrated circuits.  Fusion addresses
semiconductor manufacturers' economic and performance requirements
today, while enabling their technology roadmap of tomorrow.

                       *      *      *

As reported in the Troubled Company Reporter on March 9, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Westwood, Massachusetts-based LTX Corporation to 'B-'
from 'B', and its subordinated debt rating to 'CCC' from 'CCC+',
based on expectations for lower earnings and cash flow for the
April 2005 quarter.  The outlook remains negative.

"The downgrade also reflects increasing concerns that the
company's use of cash will strain liquidity, in light of the
August 2006 maturity of $150 million," said Standard & Poor's
credit analyst Lucy Patricola.


MATRIA HEALTHCARE: Acquisitions Spur S&P to Affirm B+ Debt Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Marietta, Georgia-based Matria Healthcare Inc., including 'B+'
corporate credit rating, and removed them from CreditWatch, where
they were originally placed with positive implications on
Jun. 24, 2005.  The outlook is stable.

While Matria has essentially no debt outstanding following the
conversion to common stock of its 4.875% convertible senior
subordinated notes, the corporate credit rating remains at 'B+'.

"Given the company's growth strategy and business risk profile, we
believe that debt-financed acquisitions could generate a more
leveraged capital structure, which would be consistent with the
current rating," explained Standard & Poor's credit analyst Jesse
Juliano.

The ratings on Matria, a disease-state management provider and
producer of diabetes products and services, reflect:

     * the company's limited scale of operations, and

     * the threat of increased competition, given the relatively
       low barriers to entry in the disease management field.

These concerns are partially offset by the growth in Matria's
disease management business; the fact that the company has
acquired businesses and obtained contracts during the past few
years, which has broadened its clinical infrastructure and
disease-state management platforms; and its conservative capital
structure.


MAXXAM INC: Sept. 30 Balance Sheet Upside-Down by $676.9 Million
----------------------------------------------------------------
MAXXAM Inc. (AMEX:MXM) reported net income of $4.3 million for the
third quarter of 2005, compared to a net loss of $20.2 million for
the same period a year ago.  Net sales for the third quarter of
2005 totaled $105.8 million, compared to $81.5 million in the
third quarter of 2004.

For the first nine months of 2005, MAXXAM reported a net loss of
$19.5 million, compared to a net loss of $45.8 million for the
same period of 2004.  Net sales for the first nine months of 2005
were $276 million, compared to $242.9 million for the first nine
months of 2004.

Net sales for forest products operations decreased to
$42.6 million for the third quarter of 2005, as compared to
$49.6 million for the third quarter of 2004.

Operating results declined by $3.1 million for the third quarter
of 2005, compared to the same period in 2004.

Real estate sales and operating income more than doubled during
the quarter, increasing to $52.3 million and $30.7 million for the
quarter ended Sept. 30, 2005.

Net sales and operating results for the Company's racing
operations declined $700,000 and $300,000 for the third quarter of
2005, as compared to the same period in 2004.

               Subsidiary Bankruptcy Warning

On Nov. 9, 2005, MAXXAM filed its quarterly report on Form 10-Q
with the Securities and Exchange Commission.  The Condensed Notes
to Financial Statements and other sections of the Form 10-Q
discuss how the cash flows of The Pacific Lumber Company and
Scotia Pacific Company LLC, indirect subsidiaries of MAXXAM, have
been materially adversely affected by ongoing regulatory,
environmental and litigation challenges.  Both Palco and Scotia
LLC continue to experience liquidity difficulties.

To the extent that Scotia LLC is unable to restructure its Timber
Notes consistent with management's expectations as to future
harvest levels and cash flows and Scotia LLC and Palco are unable
to secure additional liquidity from external sources to fund their
working capital and debt service requirements, the Company expects
that Scotia LLC or Palco, will be forced to take extraordinary
actions, which may include:

     * further reducing expenditures by laying off employees and
       shutting down various operations;

     * seeking other sources of liquidity; and

     * seeking protection by filing under the Bankruptcy Code.

MAXXAM Inc. is engaged in a wide range of businesses from aluminum
and timber products to real estate and horse racing.  The
Company's timber subsidiary, Pacific Lumber, owns about 205,000
acres of old-growth redwood and Douglas fir timberlands in
Humboldt County, California.  MAXXAM's real estate interests
include commercial and residential properties in Arizona,
California, and Texas, and Puerto Rico.  The company also owns the
Sam Houston Race Park, a horseracing track near Houston.


                          *     *     *

At Sept. 30, 2005, MAXXAM Inc.'s consolidated balance sheet showed
a $676.9 million stockholders' deficit, compared to a
$657.1 million deficit at Dec. 31, 2004.


MCLEODUSA INC: Court Okays Payment of Contractor & Trade Claims
---------------------------------------------------------------
At McLeodUSA Incorporated and its debtor-affiliates' request,
Judge Squires permits the Debtors to pay in the ordinary course of
business general unsecured claims -- including claims of
prepetition suppliers of goods and services critical to their
ongoing operations, and its contractors and other general trade
creditors -- as they become due and payable.

The Debtors estimate that as of the Petition Date, the aggregate
amount of General Unsecured Claims outstanding is approximately
$60,000,000.  The Debtors estimate that approximately $50,000,000
of this amount will become due and payable during the next two
months.

In return for receiving payment of these general unsecured
claims, the Vendors receiving payment on those claims will be
deemed to have agreed to continue to extend prepetition trade
credit terms to the Debtors for the duration of their Chapter 11
cases.

The Court permits banks maintaining the Debtors' accounts to
honor any checks, drafts or wire transfers presented for payment
on a General Unsecured Claim, whether the presentment occurred
prior to, on or after the Petition Date.

The General Unsecured Claims can be divided into two categories:

    (1) Line Contracts

        The majority of the Debtors' General Unsecured Claims stem
        from contracts and leases with other telecommunications
        companies from which the Debtors have leased or contracted
        for use of telecommunications lines.  These Line Contracts
        are the lifeblood of the Debtors' businesses.  Changes to
        the Debtors' ongoing business relationships with Line
        Contract counterparties could severely jeopardize the
        Debtors' prospects for successful reorganization.
        Continued ordinary course payments under these Line
        Contracts is vital to the Debtors' reorganization efforts
        as any failure to pay the costs associated with these Line
        Contracts may result in disruption or shutdown of services
        to the Debtors' customers.  The consequences of any
        disruption would seriously prejudice the Debtors' efforts
        to receive revenue and, thus, reduce the value of the
        Debtors' businesses.  As of the Petition Date, the Debtors
        estimate that the amount of prepetition claims owing to
        Vendors relating to Line Contracts approximated
        $36,000,000, or approximately 60% of the total amount of
        outstanding General Unsecured Claims against the Debtors.

    (2) Other General Unsecured Claims

        The Debtors incur other obligations in the operation of
        their business in the ordinary course of supporting their
        corporate, administrative, sales and marketing functions,
        incurring expenses for telecommunications equipment
        maintenance, office supplies, temporary and contract
        personnel, fuel and similar transportation expenses,
        travel, accommodations and numerous other goods and
        services that are integral to the conduct of their
        businesses.  Many of these obligations are to small, local
        Vendors who may themselves suffer material financial harm
        if the Debtors are not authorized to timely pay their
        invoices under prepetition credit terms.  In addition,
        replacement of these Vendors would prove time-consuming
        and difficult, if not impossible, were other potential
        vendors for such goods and services to learn of the
        Debtors' failure to pay its smaller, local Vendors.

According to the Debtors, the payment of all General Unsecured
Claims in full in the ordinary course of business pending the
effectiveness of the Plan will:

    -- minimize operational disruptions caused by their chapter 11
       filings,

    -- assuage the natural fears of their creditor constituencies
       by substantially minimizing the effects of the chapter 11
       cases on these parties, and

    -- preserve the value of their businesses.

The Debtors' Prepackaged Plan of Reorganization provides that
General Unsecured Claims will be Unimpaired.  The Plan has the
support of majority of the Debtors' Prepetition Lenders and
Creditors.

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

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 3 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MCLEODUSA INC: Can Pay Taxes in the Ordinary Course of Business
---------------------------------------------------------------
Stanford Springel, chief restructuring officer of McLeodUSA
Incorporated, relates that in the ordinary course of business,
McLeodUSA Incorporated and its debtor-affiliates are required to
collect an assortment of sales, use, gross receipts and federal
excise taxes in connection with their sale of interstate and
intrastate telecommunications services and equipment to their
customers, and remit these taxes to the various governmental
entities of the jurisdictions in which the Debtors conduct
business.

The Debtors accrue state, local and federal employment and
withholding taxes as wages are earned by their employees, and
these taxes are calculated based on statutorily mandated
percentages of earned wages.  The Debtors historically have
timely paid all federal, state and local Employment and
Withholding Taxes to the relevant taxing authority by check or
automated transfer as required, which is usually on a monthly or
quarterly basis, or immediately prior to, on or within a
specified number of days of, each payroll date.

In addition, the Debtors incur various other tax liabilities,
including, among others, personal property, corporate franchise,
property, business license and ad valorem taxes.

The Debtors are also required by certain regulatory authorities
to pay a variety of regulatory fees, including universal service
fees, business license fees, and other fees for municipal
telecommunications services including E911 emergency services and
telephone relay services.

Mr. Springel relates that prior to the Petition Date, the Debtors
incurred obligations to federal, state and local governments and
other governmental agencies.  "Although as of the Petition Date
the Debtors were substantially current in the payment of assessed
and undisputed Taxes and Regulatory Fees, certain Taxes and
Regulatory Fees attributable to the prepetition period were not
yet due.  Taxes and Regulatory Fees attributable to the
prepetition portion of the 2005 tax year will not be due until
the applicable monthly, quarterly, or annual payment dates -- in
some cases immediately and in others not until next year."

Accordingly, the Debtors sought and obtained the Court's
authority to pay the Taxes and Regulatory Fees to the Taxing
Authorities, collected from the Debtors' employees and customers
or otherwise incurred in the ordinary course of the Debtors'
businesses, or have those Taxes and Regulatory Fees paid on their
behalf by a third party administrator.

The federal government and many states in which the Debtors
operate have laws providing that the Debtors' officers or
directors or other responsible employees could, under certain
circumstances, be held personally liable for the payment of those
Taxes.  To the extent any accrued Taxes of the Debtors were
unpaid as of the Petition Date in these jurisdictions, the
Debtors' officers and directors could be subject to lawsuits
during the pendency of the Debtors' chapter 11 cases.  "This
would be extremely distracting for the Debtors' directors and
officers, whose full-time focus must be to implement the
reorganization strategy embodied in the Plan," Mr. Springel says.

Under the Plan, all claims for Taxes and Regulatory Fees are
slated to be reinstated.  Accordingly, payment in full of these
claims during the chapter 11 cases will not result in the claim
holders being paid more than they will be paid under the Plan.

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

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 3 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MCLEODUSA INC: Court Okays Payment of Prepetition Employee Debts
----------------------------------------------------------------
As of the bankruptcy filing, McLeodUSA Incorporated and its
debtor-affiliates employ 1,730 people -- 48% are salaried
employees while the remaining 52% are hourly employees.

By this motion, the Debtors seek authority from the U.S.
Bankruptcy Court for the Northern District of Illinois, Chicago
Division, to:

    -- pay or otherwise honor their various employee-related
       prepetition obligations to, or for the benefit of, current
       employees;

    -- pay or otherwise honor severance benefits; and

    -- continue postpetition their employee benefit plans and
       programs.

                  Wages, Salaries and Commissions

The Debtors' salaried Employees are paid bi-weekly on a current
basis, while hourly Employees are paid bi-weekly and one week in
arrears.  In addition, during the course of the year, Employees
accrue vacation, earned leave, personal time, holiday pay and
commissions, which may be paid in the ordinary course of the
Debtors' business during the calendar year.

Automatic Data Processing, Inc., processes the Debtors' payroll,
primarily by directing US Bank to deposit the appropriate amount
into the Employee's bank account.  The Debtors fund their payroll
two days before a pay date by transferring the necessary funds to
US Bank.  Though the Debtors have remained current on their
payroll, as of the Petition Date, the Debtors owed their
Employees $705,000 for accrued but unpaid wages and salaries.

Some Employees in the Debtors' sales force are entitled to
commissions based on the level of new and renewal type sales
generated each month.  These commissions accrue on a monthly
basis and are paid to Employees on the second pay period of each
month following the month in which those commissions accrued.  As
of the Petition Date, the Debtors' estimate that the aggregate
amount owed in the form of accrued but unpaid commissions is
approximately $300,000.

Based on the length of employment, Employees may carry a limited
amount of vacation days into the following year.  The maximum
accrual of vacation time for the most senior Employee is six
weeks.  Employees are allowed to carry personal or sick time into
the following year.  Unlike vacation however, accrued personal
and sick leave is not paid out upon termination unless required
by law.  As of the Petition Date, the cash value of the Debtors'
Employees' accrued vacation time and unused personal and sick
leave was approximately $3,000,000.

                      Reimbursement Obligations

It is the Debtors' policy to reimburse Employees for certain
expenses within the scope of their employment, including expenses
for travel, lodging, meals, supplies and other miscellaneous
expenses.  The Debtors estimate that, as of the Petition Date,
less than $90,000 was owed to Employees on account of outstanding
reimbursable business expenses.

                             Severance

The Debtors currently provide severance benefits to their
Employees.  The Severance Benefits vary depending on the type of
employment and the reason for termination.

The Debtors assert that the Severance Benefits need to be
maintained in order to sustain the morale of their current
Employees who would otherwise leave at a critical stage of their
Chapter 11 proceedings if the Employees believe, rightly or
wrongly, that Severance Benefits will not be paid upon
termination.

Certain former employees currently are collecting Severance
Benefits.  The Debtors estimate that outstanding Severance
Benefit obligations owed to former Employees aggregate to
approximately $615,000.

                         Employee Benefits

The Debtors offer Employees many standard employee benefits under
their employee benefit programs.  The Debtors' full-time
Employees are offered a choice of PPO medical plans, prescription
drug, dental, vision, basic and supplemental life insurance,
accidental death and dismemberment and short-term and long-term
disability coverage, tuition assistance, group legal, COBRA and
FMLA.

The Debtors self-insure medical benefits for the first $200,000
in claims per person per year for most Employees.  The claims
administrator and stop loss carrier is Wellmark.  In addition to
the medical plan, the Debtors also self-insure prescription drug
coverage, vision, dental and short-term disability.  These claims
are paid as invoiced by the third party administrators of those
programs.  Given the nature and timing of the method by which
claims are submitted under the Self-insured Employee Benefit
Plans, the Debtors tell the Court, it is difficult to estimate
the amount of those claims that were incurred prior to the
Petition Date.

The Debtors pay, on average, approximately $1,300,000 in claims
per month under the Self-insured Employee Benefit Plans:

    Benefit                  TPA                Monthly Average
    -------                  ---                ---------------
    Medical PPO              Wellmark              $1,008,000
    Prescription Drug        Caremark                $144,000
    Vision                   VSP                      $21,000
    Dental                   Delta Dental of Iowa    $108,000
    Short-term Disability    Aetna                    $47,600

Basic life, accidental death and dismemberment and supplemental
life are fully insured through MetLife with monthly premiums
aggregating $34,100, over 75% of which is covered by Employee
contributions.  Long-term disability (over 90 days in duration)
is fully insured through Aetna at $27,000 a month.  The premiums
for these policies are payable, in general, at the beginning of
each month.

The Debtors also maintain a 401(k) retirement program in which
many current and former Employees participate.  The program is
administered by MassMutual in exchange for an annual fee of
$33,000, paid monthly in advance.  The Debtors withhold from the
Employee's paycheck the Employee's contribution on a per-pay-
period basis and transfers the funds to MassMutual approximately
two business days after the pay period ends.  The Debtors do not
currently match contributions made by the Employee.

                       Workers Compensation

In each of the various jurisdictions in which the Debtors
operate, they are required by state law to provide workers'
compensation insurance.  In all states in which it does business
except North Dakota, Ohio and Washington, the Debtors fully
insure workers' compensation insurance through American Home
Assurance Co.

An upfront premium is paid to AIG prior to the beginning of the
new policy year based upon estimated employee hours for the new
policy year.  Following completion of the policy year, the
premiums are audited against actual hours worked and the
reconciled amount may result in additional payments to AIG or a
refund.  The Debtors currently anticipate that they are entitled
to a refund for amounts paid during the policy year ending
September 30, 2005.  For the current policy year, the Debtors
paid a yearly premium of $840,745 on October 1, 2005.

With respect to North Dakota, Ohio and Washington, the Debtors
pay premiums directly to the states in order to provide workers'
compensation coverage.  These premiums are paid in advance at
various times throughout the year in an aggregate amount of
approximately $46,000.

                           *     *     *

Judge Squires grants the Debtors' request.  Banks are authorized
and directed to rely on the Debtors' representation as to which
checks are in payment of the Prepetition Employee Obligations,
Severance Benefits and Employee Benefits.

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

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 3 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MESABA AVIATION: Wants Northwest to Turnover Service Pact Fees
--------------------------------------------------------------
Mesaba Aviation, Inc., asks the U.S. Bankruptcy Court for the
District of Minnesota to restrain and enjoin Northwest Airlines,
Inc., from withholding payments due Mesaba under the parties'
services agreement.

Mesaba also seeks immediate turnover of $5,217,545 from
Northwest.

Mesaba serves 109 cities in the United States and Canada as
Northwest's regional partner from Northwest's hub airports in
Minneapolis/St. Paul, Detroit, Michigan and Memphis, Tennessee.

Pursuant to an Airline Services Agreement dated August 29, 2005,
Mesaba subleases 86 of its 100 aircraft from Northwest and
utilizes the aircraft to provide regional transportation services
as directed by Northwest.  The ASA is a single integrated
agreement that governs the parties' relationship as it pertains
to three aircraft types flown by Mesaba -- British Aerospace
Regional Jet Aircraft (Avros), SAAB Aircraft and Bombardier CRJ-
200 Regional Jets.

Mesaba tumbled into bankruptcy on October 13.  The case is
pending before Judge Gregory F. Kishel.

Mesaba says it is totally dependent on Northwest for its
revenues.

                 Mesaba-Northwest Relationship

Mesaba and Northwest's relationship has these major features:

A. Ninety-three percent of Mesaba's revenue comes from
   Northwest.  The remaining 7% comes from Pinnacle Airlines for
   ground handling and other services in connection with
   Pinnacle's regional services for Northwest.

B. Mesaba provides Northwest with extensive ground handling
   services at its hub cities.  While the financial terms
   relating to these services are not contained in the ASA, the
   agreement does contemplate that they will be provided.

C. The ASA provides for the replacement of Mesaba's Avros with
   CRJs over time.  This feature provides Mesaba with an
   opportunity to grow its business.

D. As a condition to Northwest entering into the ASA,
   contemporaneous with the ASA, and as an integral part of that
   transaction, Mesaba's parent company, MAIR Holdings, Inc., and
   Northwest entered into various agreements:

   1.  MAIR agreed to, within three business days after execution
       of the ASA, contribute $31,600,000 to Mesaba.  The
       Agreement preserved Northwest's existing right to nominate
       three directors for election to MAIR's Board of Directors
       for as long as the new ASA remains in effect;

   2.  MAIR agreed to replace Northwest's existing warrants with
       an Amended and Restated Warrant.  The new 10-year warrant
       is exercisable for an aggregate of 4,112,500 shares of
       MAIR's common stock at an exercise price of $8.74 per
       share.  Sixty percent of the shares issuable on exercise
       of the warrant vest upon the delivery of the 15th CRJ
       aircraft to Mesaba, and an additional 4% of the shares
       vest with each subsequent delivery of the next 10 CRJ
       aircraft; and

   3.  MAIR entered into a Registration Rights Agreement with
       Northwest, pursuant to which MAIR agreed to register for
       resale shares of MAIR's common stock currently owned by
       Northwest, as well as shares of the stock issuable to
       Northwest upon exercise of the Amended and Restated
       Warrant.

               Mesaba's $30-Mil. Prepetition Claim

According to Michael F. McGrath, Esq., at Ravich Meyer Kirkman
McGrath & Nauman, P.A., in Minneapolis, Minnesota, Northwest
failed to make an $18,500,000 semi-monthly payment due Mesaba on
Sept. 12, 2005, under the ASA for services rendered in the
last half of August 2005.

On Sept. 26, 2005, Northwest made the semi-monthly payment
for the first half of September, but reduced it to $1,900,000 to
represent payment only for the period after Northwest's Petition
Date.

After accounting for offsetting charges under the ASA, Mesaba has
a $30,000,000 net claim against Northwest, Mr. McGrath says.

                         Broken Promises

At the onset of Northwest's bankruptcy case, Mr. McGrath relates
that Northwest assured Mesaba's senior management that Northwest
intended to abide by the ASA and that Northwest wanted Mesaba to
be its successful partner as it proceeds through and emerges from
bankruptcy.

In the weeks that followed, Northwest advised Mesaba that certain
planes would be removed from Mesaba's fleet.

On Oct 11, 2005, Northwest made the semi-monthly payment due
under the ASA for the second half of September, but reduced it by
around $3,000,000 to reflect Essential Air Service payments for
May and June 2005, and a quarterly rate adjustment for the period
of July through Sept. 14, 2005.

On Oct. 14, Northwest sought authority from the New York
Bankruptcy Court to reject aircraft leases, including 49 SAABs
subleased to and flown by Mesaba.  The Court authorized the
rejection, at Northwest's discretion upon notice to the lessors,
on Oct. 27, 2005.

On Oct. 26, Northwest made the semi-monthly payment due Mesaba
under the ASA for services performed in the first half of
October, but reduced it by $4,400,250 for the SAAB sublease
payments.

Consistent with its rights under Section 1110 of the Bankruptcy
Code, Mesaba elected not to make sublease payments on October 15,
aggregating $4,322,250, due Northwest under various aircraft
subleases.  Mesaba also did not make various aircraft sublease
payments for $1,363,494 on October 27.

On Nov. 1, Northwest offset $817,294 due Mesaba under the ASA
against aircraft sublease payments.

Mesaba demanded $5,217,545 from Northwest for the total amount
offset against the Mesaba sublease payments after the Mesaba
Petition Date.  Mesaba also requested confirmation that Northwest
would refrain from further set-offs for aircraft sublease
payments through December 12, 2005, the end of Mesaba's grace
period under Section 1110.

Since the Northwest Petition Date, Northwest, as lessee, has not
made lease payments for the aircraft subleased to and flown by
Mesaba pursuant to the ASA, Mr. McGrath points out.

Notwithstanding Northwest's decision to exercise its
Section 1110 rights and withhold head lease payments for the
aircraft flown by Mesaba, Northwest has offset and withheld
$5,217,545 in postpetition payment due Mesaba under the ASA.  Mr.
McGrath says that Northwest has not responded to Mesaba's demand
for payment and assurances respecting future set-offs.

             Northwest's Actions Put Mesaba at Risk

Mr. McGrath contends that if Northwest continues to set off
aircraft lease payments through Dec. 12, 2005, Mesaba will be
deprived of:

   -- $10,945,888 in revenues earned under the ASA in addition
      to amounts set-off through November 1, 2005; and

   -- its Section 1110 rights to withhold sublease payments
      during the pendency of the lease renegotiation process.

Mesaba believes it is threatened with irreparable injury for
which, absent injunctive relief, there is no adequate remedy at
law.  Mesaba expects Northwest to set off an additional
$10,945,888 between November 2, 2005, and December 12, 2005.  The
next scheduled payment date is November 11, 2005.

Mr. McGrath says asserts that Northwest's actions under the ASA,
including the set-offs of aircraft sublease payments, has caused
significant cash shortages at Mesaba and jeopardized its
postpetition financing commitment.  Northwest's actions leave
Mesaba at risk of being unable to secure postpetition financing,
continue operations and to successfully reorganize its business.

Northwest has an obligation to perform under the ASA and
performance requires timely payment of all amounts payable to
Mesaba for services performed without offset of aircraft
sublease payments, Mr. McGrath maintains.

Mesaba also seeks a declaration that pursuant to Section 362 of
the Bankruptcy Code, any exercise of control of Mesaba's rights
and interests under the ASA, including the offset of aircraft
sublease payments which come due before December 12, 2005, will
constitute a violation of the automatic stay unless authorized by
further Court order.

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

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.


MICHAEL FOODS: S&P Places B+ Rating on $640 Mil. Sr. Secured Loans
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and a recovery rating of '2' to Michael Foods Inc.'s
$640 million senior secured credit facility, indicating that
secured lenders can expect substantial recovery of principal in
the event of a default.

Standard & Poor's also affirmed its ratings on value-added egg
producer and its parent company M-Foods Holdings Inc., including
its 'B+' corporate credit ratings.

Proceeds from the issue along with about $49 million in cash on
hand will be used to refinance the company's existing $595 million
credit facility and repay its $135 million unsecured term loan.
Ratings on the existing facility and unsecured term loan will be
withdrawn upon closing of the new facility.

The Minnetonka, Minnesota-based company's lease-adjusted total
debt outstanding is expected to be about $835 million at closing.

The ratings reflect:

     * Michael Foods' high debt leverage,

     * commodity exposure, and

     * the large number of competitors within the company's
       operating categories.


MORRIS PUBLISHING: S&P Rates Proposed $350M Sr. Sec. Loans at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on media
company Morris Publishing Group LLC. to negative from stable.

At the same time, Standard & Poor's affirmed its ratings on the
Augusta, Georgia-headquartered company, including the 'BB'
corporate credit rating.  About $545 million of debt was
outstanding at September 2005.

In addition, Standard & Poor's assigned its 'BB+' ratings and
recovery ratings of '1' to Morris Publishing's planned
$350 million senior secured credit facilities, indicating high
expectations for full recovery of principal in the event of a
payment default.  These facilities, which consist of $175 million
revolving credit and $175 million tranche A term loan facilities
due September 2012, will replace the existing $400 million senior
secured credit facilities.

"The outlook revision reflects the challenging operating climate's
continued impact on revenues and cash flow and the prospects for a
slower-than-expected strengthening in the consolidated financial
profile of holding company parent, Morris Communications Co. LLC,"
said Standard & Poor's credit analyst Donald Wong.  The company's
financial profile is currently weak for the ratings.


MOVIE GALLERY: Weak Operations Cue S&P to Pare Junk Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Dothan, Alabama-based video rental
company Movie Gallery Inc. to 'B-' from 'B' and the unsecured note
rating to 'CCC' from 'CCC+'.  The outlook is negative.

"The downgrade reflects Standard & Poor's growing concern that the
company's operating results will continue to be pressured by weak
industry fundamentals," said Standard & Poor's credit analyst
Diane Shand.

Fundamentals in the rental industry have been weak since 2002 due
to the elimination of the exclusive movie release rental time
window as a result of the format change to DVD from VHS.  Rental
industry sales have declined about 2% annually from 2002 to 2004
but have dropped at a high-single-digit rate thus far in 2005 due
to poor product and a DVD market saturated with both feature films
and TV series.  Movie Gallery reported weak second- and
third-quarter results.  Movie Gallery has $1.2 billion of funded
debt.

"Standard & Poor's believes that the rental industry will contract
at a mid-to-high single-digit annual rate over the next two
years," said Ms. Shand, "as there is no new technology emerging to
stimulate demand rental demand.  Moreover, we expect retail sales
of DVDs to continue to impede rental demand."


NATIONAL ENERGY: Court Okays Bank of Montreal Settlement Pact
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland approved a
settlement agreement between NEGT Energy Trading Holdings
Corporation and its debtor-affiliates and the Bank of Montreal.

On Dec. 23, 2002, Bank of Montreal entered into a Reimbursement
and Security Agreement with NEGT Energy Trading - Power, L.P.
Under the RSA, Bank of Montreal agreed to extend the expiration
date of a letter of credit -- the Irrevocable Standby Letter of
Credit for the Benefit of The California Power Exchange
Corporation -- until Sept. 30, 2003.  The RSA required ET
Power to establish an account at Harris Trust and Savings Bank.

Dennis J. Shaffer, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, tells that Court that ET Power granted Bank
of Montreal a first priority security interest in the Account,
into which ET Power deposited $19,000,000, as security for any of
its obligations under the RSA or the Account Control Agreement.

Between Dec. 23, 2002, and the Petition Date, ET Power became
obligated to pay certain loan fees arising out of the RSA and the
Letter of Credit.  Mr. Shaffer relates that ET Power was
obligated to pay $55,232 in Letter of Credit Fees.  However, ET
Power failed to pay the Outstanding Letter of Credit Fees prior
to the Petition Date.

Thus, Bank of Montreal filed a secured claim based on:

    (i) the Outstanding Letter of Credit Fees; and

   (ii) any contingent obligation that may arise in relation to
        the RSA and the Letter of Credit based on the Account.

ET Power objected to Bank of Montreal's Claim.

The initial expiry date of Sept. 30, 2003, for the Letter of
Credit and associated agreements has previously been extended.

                        Preferential Action

On July 29, 2005, NEGT Energy Trading Holdings Corporation filed
a complaint to avoid preferential and fraudulent transfers and to
recover property.  By agreement between the parties, the
Complaint has not been served on Bank of Montreal.

In its Complaint, ET Holdings asserts that during the 90 days
prior to the Petition Date, it made two transfers totaling
$133,504 to Bank of Montreal.  According to Mr. Shaffer, ET
Holdings alleges that the Transfers were made within 90 days of
the Petition Date, on account of antecedent debt owed, and that
the Transfers enabled Bank of Montreal to receive more than it
would receive as a creditor if the bankruptcy case were a case
under Chapter 7 of the Bankruptcy Code and the Transfers had not
been made.

Bank of Montreal disputes ET Holdings' allegations.  If ET
Holdings were to serve the Complaint and Bank of Montreal were to
file an answer, the Bank would assert, among other defenses,
that, at the time of the alleged Transfers, the Bank was fully
secured, and remained fully secured throughout the preference
period, by virtue of the Account securing the obligations arising
under the RSA and the Letter of Credit.

                            Stipulation

In an effort to amicably settle all matters between the parties
relating to the Claim and the Adversary Proceeding, ET Power, ET
Holdings and Bank of Montreal entered into a Settlement
Agreement, pursuant to which:

     (i) Bank of Montreal agrees to extend the expiry date of the
         Letter of Credit to Nov. 7, 2005;

    (ii) ET Holdings and ET Power will pay Bank of Montreal, or
         authorize it to immediately offset the amounts from the
         Account, certain account fees due to Harris Bank for $775
         and legal fees and costs incurred by Bank of Montreal for
         $1,570;

   (iii) ET Holdings and ET Power will pay Bank of Montreal, or
         authorize it to immediately offset the amounts from the
         Account, those account fees due to Harris Bank for the
         period prior to the Extension Date;

    (iv) ET Holdings and ET Power will pay Bank of Montreal, or
         authorize it to immediately offset the amounts from the
         Account, those letter of credit fees due for the period
         from Sept. 7, 2005, to Nov. 7, 2005;

     (v) ET Holdings and ET Power will pay Bank of Montreal, or
         authorize it to immediately offset the amounts from the
         Account, those legal fees due for the period from
         June 29, 2005, to the Extension Date;

    (vi) The portion of the Claim that relates to fees or costs
         due to Bank of Montreal prior to the Petition Date will
         be allowed as a secured claim against ET Power for
         $55,232, and will be paid in accordance with the Plan;
         and

   (vii) The remaining portion of the Claim, totaling $19,004,856,
         which is based on a potential contingent obligation that
         could arise in relation to the RSA and the Letter of
         Credit based on the Account, will not be allowed at this
         time, if at all.  The Contingent Claim will remain
         subject to the Objection and its allowance will
         ultimately be determined at a later date either by
         agreement between the Parties or upon an ultimate ruling
         by the Bankruptcy Court on the Objection.  The Parties
         reserve all of their rights with respect to the
         Contingent Claim.

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)


NETWORK INSTALLATION: Taps Michael Rosenthal as Kelly Tech's Pres.
------------------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI) reported
that CFO Michael V. Rosenthal has been appointed to the position
of President and COO of Kelley Technologies, the Company's
recently acquired subsidiary.  Mr. Rosenthal will serve as Network
Installation interim CFO until a suitable replacement has been
identified.

As reported in the Troubled Company Reporter on Sept. 27, 2005,
Network Installation acquired 100% of the outstanding shares of
Las Vegas-based Kelley Communications Company, Inc. d/b/a Kelley
Technologies.

"As a result of our two most recent acquisitions, we have
carefully begun to assess our path to achieving scale quickly, but
efficiently," Network Installation CEO Jeffery Hultman, stated.
"Given Mike's tremendous operational background in addition to his
financial talents, we believe that he is the ideal choice to
manage the growth we are forecasting for Kelley Technologies."

"Since I joined Network Installation as CFO eight months ago, I am
amazed at the significant progress we've made in such a short
period of time," Mike Rosenthal stated.  "We've made two key
acquisitions which have increased our annual revenue from
$1.9 million in 2004, to a run-rate that would result in
approximately $22 million in 2005.  Having achieved great success
working with Jeff in the past, I have no doubt that we are poised
to realize additional major accomplishments in the coming future."

Mr. Rosenthal was appointed CFO of Network Installation Corp. in
March 2005.  During 2003-04, Mr. Rosenthal served as CFO for
EdgeFocus, Inc., a start-up wireless broadband company, which
offered high-speed Wi-Fi internet access to apartment residents.
In July of 2005, EdgeFocus was successfully sold to MDU Logix.

From 1999-2002, as VP/General Manager of the Texas Region for
Cellular One, Mr. Rosenthal was responsible for all operations and
build-out of 3 adjacent markets in Texas stretching from the Gulf
of Mexico to North Texas and into East and West Texas.

During 2000 and 2001, the Texas Region produced nearly 200% of
plan, which measured EBITDA, churn, gross ads, ARPU, and COA.  His
2002 EBITDA budget was over $85 million while managing over 100
employees.

From 1989 to 1998 Mr. Rosenthal served in several positions,
including Executive Director with the PrimeCo PCS JV and AirTouch
Cellular, both now Verizon Wireless.  During his tenure he
successfully negotiated PrimeCo's first roaming contracts and
launched dual-mode roaming capability with all major carriers.

Mr. Rosenthal received a M.B.A. in Finance from The W.P. Carey
School at Arizona State University and a M.A. in
Telecommunications from George Washington University.  In
addition, he received a B.S. in Economics from Arizona State
University.  He also successfully completed the Stanford
University Executive Program in Advanced Management.

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

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


NHC COMMUNICATIONS: Provides Updates on Notice of Default
---------------------------------------------------------
NHC Communications Inc. (TSX: NHC) reported that on Nov. 1, 2005,
in compliance with SCA Staff Notice 57-301, it had filed a Notice
of Default for failing to file its financial statements for the
financial year ending July 29, 2005 on time.

A Management Cease Trading Order is being issued with effect from
Oct. 28, 2005, which will preclude officers, directors and
specified insiders from trading in securities of the NHC until
such time as the financial statements are filed. The text of the
Notice of Default states:

Pursuant to CSA Staff Notice 57-301

    1. Reporting period for which the company is not able to file
       financial statements on time:

       Audited financial statements for the year ending July 29,
       2005 which were due on Oct. 27, 2005.

    2. Reason for the default:

       Financial difficulties prevented NHC from paying its
       auditors their professional fees in regard to the audit of
       its annual financial statements for the year ended July 30,
       2004.

       Under generally accepted auditing standards, audit firms
       Should establish policies and procedures designed to
       provide the firms with reasonable assurance that they
       maintain independence in all circumstances.  The external
       auditors believe that its independence could appear to be
       impaired if, before commencing the work on the current
       year's engagement, and arrangement have not been made to
       settle the prior year fees.

       As a consequence, the auditors concluded that they cannot,
       in accordance with the auditing standards, commence the
       work necessary to audit the financial statements for the
       financial year ended July 29, 2005 before:

         i) settlement of prior-year professional fees and

        ii) agreeing for an arrangement to be paid progressively
            for the current year professional fees.

    3. Expected filing date:

       The Company expects to file the aforementioned financial
       statements on December 9, 2005.

    4. Date on which issuer cease trade order may be imposed:

       Dec. 27, 2005 is the date upon which the securities
       commissions or regulators may impose an issuer cease trade
       order if the financial statements are not filed prior to
       Dec. 27, 2005.  The securities commissions or regulators
       may impose an issuer cease trade order prior to Dec. 27,
       2005 if the status report is not filed in a timely manner.
       The issuer CTO may be imposed sooner if the Company fails
       to file its Default Status Reports, as required under this
       Notice, on a bi-weekly basis.

    5. Default Status Report:

       NHC confirms that it intends to satisfy the provisions of
       Appendix B to Notice 57-301 so long as its remains in
       default of the filing requirements set out above.

    6. Other material information:

       NHC confirms that there is no other material information
       concerning the affairs of the NHC that has not been
       generally disclosed.

                      Update on Financing

On Oct. 17, 2005, NHC announced that a first portion of the
previously announced private placement transactions of convertible
debentures for gross proceeds of $500,000 was completed as part of
a larger financing involving the issuance of convertible
debentures to a third party investor for gross cash proceeds of $6
million.  At the same date, NHC also stated that firm commitments
for cash proceeds of $1 million, which had not been made at the
scheduled dates as per the terms of the financing agreement, were
expected to be received by Oct. 30, 2005.  As of Nov. 1, 2005, the
cash proceeds of $1 million were still not received.  NHC is in
continuing discussions with the third party investor in order to
determine when overdue payments will be paid to the Company. There
can be no assurances that these discussions will be successfully
completed.

NHC Communications Inc. -- http://www.nhc.com/-- is a leading
provider of products and services enabling the management of voice
and data communications for telecommunication service providers.
NHC's ControlPoint(R) solutions utilize a high-performance
software driven Element Management System controlling an
automated, true any-to-any copper cross-connect switch, to enable
incumbent local exchange carriers and other service providers to
remotely perform the four key tasks that historically have
required manual on-site management.  These four tasks fundamental
to all operations are loop qualification, deployment and
provisioning, fallback switching and service migration of Voice
and Data services including DSL and T1/E1.  Using ControlPoint(R)
NHC's customers avoid the risk of human error and dramatically
reduce labour and operating costs.  NHC maintains offices in
Montreal, Quebec, and Paris, France.  "ControlPoint(R)" is a
registered trademark of NHC Communications Inc.

At Apr. 29, 2005, NHC Communications Inc.'s balance sheet showed a
C$3,457,000 stockholders' deficit, compared to a C$6,140,000
deficit at Jul. 30, 2004.


NORTHWEST AIRLINES: Ct. Denies Request for Mesaba Contempt Finding
------------------------------------------------------------------
Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that Northwest Airlines Corporation and Mesaba
Aviation, Inc., are parties to an Airline Services Agreement,
pursuant to which Mesaba provides the Debtors with regional jet
transportation services, turboprop air transportation services,
and ground support services.  To provide certain of these
services, Mesaba leases 86 aircraft from the Debtors.

Mr. Petrick explains that if Mesaba defaults on its obligations to
pay the Debtors under these subleases, the Debtors are authorized
to set off the amounts Mesaba owes for sublease payments against
amounts the Debtors owe Mesaba under the ASA.

To protect both their set-off rights and secured claim, the
Debtors have placed an administrative freeze on certain funds that
may be subject to set-off.

On Nov. 7, 2005, Mesaba commenced an adversary proceeding against
the Debtors in the Minnesota Bankruptcy Court.  Mesaba sought to
obtain possession and control over the funds frozen by the Debtors
and interfere with their set-off and secured claim rights under
the ASA.

Mr. Petrick asserts that Mesaba's attempt to obtain possession of,
or to exercise control over, the monies withheld by the Debtors to
preserve their set-off rights violates the automatic stay and the
Court's Automatic Stay Order.  Likewise, by seeking to obtain
property -- to which it is not entitled under the ASA -- Mesaba
seeks to control Northwest's set-off rights and is failing to
perform its obligations under the ASA in violation of the
automatic stay.

Thus, Mr. Petrick contends that the Debtors are entitled to an
order enforcing the automatic stay and the Automatic Stay Order on
these grounds:

   (a) Instead of seeking relief from the stay in the Court,
       Mesaba exercised a self-help remedy in clear violation of
       the stay.  Though Mesaba is also a debtor in its own
       Chapter 11 case does not relieve it of the obligation to
       respect the protections of the automatic stay to which
       the Debtors are entitled;

   (b) While the Debtors have not yet exercised their set-off
       rights under the ASA, these are nonetheless valuable
       assets which became property of the estate under Section
       541 of the Bankruptcy Code as of the Petition Date;

   (c) the Minnesota Action violates the automatic stay because
       it seeks to deprive Northwest of the protections afforded
       by Section 553 of the Bankruptcy Code, which preserves the
       right of a creditor to off set debts owed by that creditor
       to the debtor, maintaining common law off-set rights
       existing outside of bankruptcy; and

   (d) The Debtors have a valid right of set-off under Minnesota
       law pursuant to Section 553, and accordingly holds a valid
       secured claim against Mesaba under Section 506(a)of the
       Bankruptcy Code.  To the extent the Debtors are compelled
       to surrender the amounts to Mesaba, the Debtors' set-off
       rights would be abrogated and their concomitant security
       interest would be compromised.  These actions violate the
       automatic stay as well.

Mr. Petrick tells the Court that on Oct. 26, 2005, the Debtors
wired Mesaba a payment of $10,544,320 for services rendered from
October 1 through October 15, 2005.  At the same time, to preserve
their right to later set-off against amounts due to Mesaba, and to
preserve their status as a secured creditor, the Debtors placed an
administrative freeze on the $6,143,674 due from Mesaba.

On Nov. 1, 2005, Northwest placed an administrative freeze on an
additional $817,295 owed by Mesaba.

Mr. Petrick contends that Mesaba did not seek relief from the
automatic stay implemented by the Debtors' Chapter 11 petition
prior to seeking in its adversary proceeding to obtain the monies
withheld by the Debtors to preserve set-off rights and interests
in their contractual rights.

Accordingly, the Debtors ask from the Court, an order enforcing
and remedying violations of the automatic stay by Mesaba and
imposing civil contempt sanctions on Mesaba for its willful
violation of the stay.

            Judge Gropper Denies the Debtors' Request

The Court is unwilling to haul another debtor into the Court on
less than 24 hours' notice and prior to a scheduled hearing on a
motion for a preliminary injunction in the Bankruptcy Court in
Minnesota, especially as Mesaba might argue that the Debtors'
actions were just as violative of the automatic stay as Mesaba's
appear to be.

Accordingly, the Hon. Allan L. Gropper denies Northwest's request
without prejudice.  Northwest's rights, if any, to damages for any
violation of the automatic stay are preserved.

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: Ernst & Young Gets Interim Okay as Auditors
---------------------------------------------------------------
Pursuant to Section 327(a) of the Bankruptcy Code and Rule
2014(a) of the Bankruptcy Procedure, Northwest Airlines Corp. and
its debtor-affiliates seek the U.S. Bankruptcy Court for the
Southern District of New York's authorization to employ Ernst &
Young LLP as their accountants and auditors, nunc pro tunc to
Sept. 14, 2005.

Barry Simon, executive vice president and general counsel for
Northwest Airlines Corporation, tells the Court that Ernst &
Young is well qualified and able to serve as accountants and
auditors to the estates in a cost-effective, efficient, and
timely manner.  The Debtors have selected the Firm because of its
experience and expertise in all accounting matters and in matters
relating to the Debtors' day-to-day business operations.

Pursuant to four engagement letters executed by the parties
before the Petition Date, Ernst & Young has agreed to:

   (1) audit and report on the consolidated financial statements
       and internal control over financial reporting of Northwest
       for the year ending December 31, 2005, and review
       Northwest's unaudited interim financial information before
       it files its financial report on Form 10-Q with the
       Securities and Exchange Commission;

   (2) perform an audit on the fairness and reasonableness of the
       procedures of MLT Inc. for collecting, holding, and
       dispersing passenger facility charge revenue for the year
       and each quarter during the year ended December 31, 2004;

   (3) prepare the Annual Return/Report of Employee Benefit Plan
       on Form 5500 for the Debtors for the plan year ended
       December 31, 2004, for certain specific benefit plans; and

   (4) audit and report on the financial statements and
       supplemental schedules of the Northwest Airlines, Inc.
       Group Medical Plan for the year ending December 31, 2004.

Before the bankruptcy filing, the Debtors paid $2,086,179 to Ernst
& Young for the Financial Audit Services, MLT Audit Services,
Preparation Services, and Medical Plan Audit Services.  Mr. Simon
says $1,731,179 of the payment was attributed to work performed
prepetition.  The Firm will hold the $355,000 as retainer for its
postpetition services.

Ernst & Young's fees for the Financial Audit Services, MLT Audit
Services and Medical Plan Audit Services will be based on these
hourly rates:

        Professional                             Rate
        ------------                             ----
        Partners, Principals, & Directors     $455 - $840
        Senior Managers                       $350 - $525
        Managers                              $290 - $350
        Seniors                               $190 - $250
        Staff                                  $95 - $190

Ernst & Young's fees for the 5500 Preparation Services will be
based on these hourly rates:

        Professional                             Rate
        ------------                             ----
        Partner                                  $838
        Senior Manager                           $678
        Manager                                  $512
        Senior                                   $376
        Staff                                    $266

Douglas D. Urbanciz, a partner at Ernst & Young, assures the
Court that the Firm is a "disinterested person", as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Urbanciz discloses that:

   (1) Arnold & Porter LLP; Boies, Schiller & Flexner LLP; Dorsey
       & Whitney LLP; and Paul, Hastings, Janofsky & Walker LLP
       have provided in the past and are currently providing
       services to Ernst & Young;

   (2) Curtis, Mallet-Prevost, Colt & Mosle LLP and Huron
       Consulting previously provided services to Ernst & Young;

   (3) Citigroup, JPMorgan Chase, Wachovia and Bank of America
       participate in Ernst & Young's Revolving Credit Program.
       The Northwestern Mutual Life Insurance Company, The
       Travelers Insurance Company and General Electric are
       long term debt lenders to Ernst & Young.  A Fidelity
       entity is the manager of Ernst & Young's 401(k) program;

   (5) Ernst & Young is currently a party or participant in
       certain litigation matters involving parties-in-interest
       in the Debtors' cases;

   (6) Ernst & Young has a contract to purchase air travel from
       Northwest;

   (7) Ernst & Young currently provides audit services to several
       benefit plans of the Debtors for which the Firm is
       retained and paid directly by these benefit plans; and

   (8) certain of the thousands of employees of Ernst & Young may
       have business associations with parties-in-interest in
       these cases or hold securities of the Debtors or interests
       in mutual funds or other investment vehicles that may own
       securities of the Debtors.

                          *     *     *

Judge Gropper approves the Debtors' application on an interim
basis.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Meeting of Creditors Scheduled for Nov. 14
--------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, will
convene a meeting of Northwest Airlines Corporation and its
debtor-affiliates' creditors on Nov. 14, 2005, at 2:00 p.m.

The meeting will take place at the Office of the United States
Trustee at 80 Broad Street, Second Floor, in New York.  This is
the first meeting of creditors required under Section 341(a) of
the U.S. Bankruptcy Code 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.

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


NVE INC: Has Until Jan. 9 to Remove State Court Actions
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended,
until Jan. 9, 2006, the period within which NVE, Inc., may remove
pending prepetition lawsuits and other civil proceedings from
various state and federal courts to the District of New Jersey for
continued litigation.

The Debtor filed a voluntary petition for Chapter 11 on Aug. 10,
2005, following a slew of personal injury and wrongful death
lawsuits in connection with its sale of Ephedra-containing
products.

The U.S. Food and Drug Administration banned the sale of dietary
supplements containing Ephedra, effective April 12, 2004, due to
concerns over their cardiovascular effects, including increased
blood pressure and irregular heart rhythm.

As of the petition date, the Debtor was a party to 114
lawsuits pending in various courts throughout the country.

The Debtor sought the extension because the Nov. 8, 2005, deadline
is insufficient to preserve its right to remove the claims and
causes of action in the pending civil actions.

Headquartered in Andover, New Jersey, NVE Inc. dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, ephedra.  The Debtor
filed for chapter 7 liquidation proceeding on August 10, 2005
(Bankr. D. N.J. Case No. 05-35692).  When the Debtor filed for
chapter 7, it listed $10,966,522 in total assets and $14,745,605
in total debts.


O'SULLIVAN IND: Court Approves Interim Compensation Protocol
------------------------------------------------------------
As previously reported in Troubled Company Reporter on Nov. 4,
2005, O'Sullivan Industries Holdings, Inc., and its debtor-
affiliates sought the U.S. Bankruptcy Court for the Northern
District of Georgia to establish procedures for compensating and
reimbursing court-approved professionals on an interim basis
similar to those established in other large Chapter 11 cases.

Pursuant to Section 331 of the Bankruptcy Code, all professionals
are entitled to submit applications for interim compensation and
reimbursement of expenses every 120 days, or more often, if the
Court permits.

The Debtors maintain that the Compensation Procedures would reduce
the burden imposed on the Court, enable key parties-in-interest to
monitor more closely professional fees and costs, and diminish
undue financial burdens on the Professionals.

Pursuant to the Procedures, the Debtors require each Professional
after the end of each applicable month, to file with the Court and
serve to certain notice parties a Notice of Monthly Fee and
Expense Invoice, together with its monthly invoice, for interim
approval of compensation for services rendered and reimbursement
of expenses incurred during the immediately preceding month.  The
notice parties will have 20 days to object.

The Debtors will pay (i) 80% of the fees and 100% of the expenses
requested in the Monthly Statement or (ii) 80% of the fees and
100% of the expenses not subject to an objection.

At the Debtor's behest, the Court approved the motion.

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


O'SULLIVAN IND: Gets Okay to Hire Lamberth Cifelli as Counsel
-------------------------------------------------------------
The Honorable C. Ray Mullins of the U.S. Bankruptcy Court for the
Northern District of Georgia approved O'Sullivan Industries
Holdings, Inc., and its debtor-affiliates' application to employ
Lamberth, Cifelli, Stokes & Stout, P.A., as their local bankruptcy
and restructuring counsel on an interim basis.

Judge Mullins declares that objections to the application should
be filed by November 21, 2005.  If no objections are received by
then, the Application will be deemed approved on a final basis
without further notice or hearing.

As previously reported in the Troubled Company Reporter on
Oct. 27, 2005, Lamberth Cifelli assist Dechert LLP, the Debtors'
general corporate, bankruptcy, and restructuring counsel, in:

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

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

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

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

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

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

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

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


PC LANDING: Wants Continued Access to Lenders' Cash Collateral
--------------------------------------------------------------
PC Landing Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to continue using
cash collateral securing repayment of prepetition debts to
Deutsche Bank AG, New York Branch, CIBC Inc., and Goldman Sachs
Credit Partners L.P. until Jan. 15, 2006.

Under a Credit Agreement dated July 30, 1998, the Debtors owe
approximately $716 million to the Bank Group.

The Court previously allowed the Debtors to use the encumbered
funds until Nov. 30, 2005.  A Third Amended and Restated Cash
Collateral Stipulation between the Debtors and the Bank Group
govern the use of the cash collateral.

The Debtors say that they're currently negotiating with the Banks
to extend the Stipulation by mutual agreement.

In the event that the Bank Group won't allow them further access
to the cash collateral, the Debtors ask the Court to grant them
access to the cash collateral even without the banks' consent.

The Debtors need access to Cash Collateral securing repayment of
that loan to fund the continued operation and uninterrupted
service of their PC-1 fiber optic cable systems -- their main
business operations -- and to administer their chapter 11 cases.

                       Adequate Protection

To protect the lenders against the diminution of their interests,
the Debtors propose to grant the banks, valid, perfected and
enforceable:

   a) postpetition liens in the Debtors' assets; and

   b) administrative priority claim that has priority over all
      other administrative expenses except the carve-out.

Headquartered in Dallas, Texas, PC Landing Corporation and its
debtor-affiliates, own and operate one of only two major trans-
Pacific fiber optic cable systems with available capacity linking
Japan and the United States.  The Debtor filed for chapter 11
protection on July 19, 2002 (Bankr. Del. Case No. 02-12086).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, P.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets of over $10 million and estimated
debts of more than $100 million.


PENHALL INT'L: S&P Withdraws B Credit Rating at Company's Request
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Penhall
International Corp., including our 'B' corporate credit rating, at
the company's request.  This action follows the company's recent
bank refinancing where it will use the proceeds to redeem its
outstanding 12% senior notes due 2006.  The redemption date is
Dec. 1, 2005.  The company will no longer have any public debt
outstanding.

Anaheim, California-based Penhall International Corp. operates in
highly fragmented and competitive equipment rental markets and had
sales of about $175 million for specialized road construction and
demolition contracting services.


PERRYVILLE ENERGY: Wants Court to Formally Close Chapter 11 Cases
-----------------------------------------------------------------
Perryville Energy Partners, LLC, and Perryville Energy Holdings,
LLC, ask the U.S. Bankruptcy Court for the Western District of
Louisiana to close their chapter 11 cases.

As reported in the Troubled Company Reporter on Sept. 15, 2005,
the Court approved the Amended Disclosure Statement explaining the
Amended Chapter 11 Plan proposed by Perryville Energy Partners,
LLC, and Perryville Energy Holdings, LLC, and that Plan was
confirmed on Sept. 28. 2005.

The Reorganized Debtors cite seven reasons why their motion should
be approved:

    (a) They have paid all allowed Administrative Claims and
        Priority Tax Claims;

    (b) General Unsecured Claims have been paid in full as
        provided for under the Plan;

    (c) Equity Interests were retained by the equity owners as
        provided for under the Plan;

    (d) There are no pending objections to Claims;

    (e) They are current in their quarterly fee payments due to
        the U.S. Trustee;

    (f) All remaining funds of the estate have been distributed as
        provided for in the Plan; and

    (g) The Debtors have complied with all provisions of the Plan
        and the Confirmation Order.

Headquartered in Pineville, Louisiana, Perryville Energy Partners,
LLC, owns an electric power plant and operates a regulated
electric utility services.  The Company and its affiliate,
Perryville Energy Holdings, LLC, filed for chapter 11
Protection on Jan. 28, 2004 (Bankr. W.D. La. Case No. 04-80110).
Barry N. Seidel, Esq., at King & Spalding, LLP, and David S.
Rubin, Esq., at Kantrow, Spaht, Weaver & Blitzer represent the
Debtors in their successful restructuring.  When the Debtors filed
for protection from their creditors, they estimated more than
$100 million in total assets and debts.


PETROHAWK ENERGY: Posts $36.5 Million Net Loss in Third Quarter
---------------------------------------------------------------
Petrohawk Energy Corporation (Nasdaq:HAWK) reported record
operating results for the quarter ended Sept. 30, 2005.

The average oil and natural gas production rate for the quarter
increased 74% over the prior quarter to 98.2 million cubic feet
equivalent per day.

Revenues for the quarter of $81.4 million represented a 125%
increase over the prior quarter.  Cash flows from operations
before changes in working capital were $38.7 million.  This was an
increase of 136% over the second quarter of 2005.  The results
were mainly driven by higher realized commodity prices and record
production levels achieved as a result of successful drilling and
the Mission Resources acquisition.

During the quarter, the Company's average prices from the sale of
natural gas and oil were $8.47 per Mcf and $60.87 per Bbl,
excluding the impact of realized derivative losses.

Petrohawk reported a net loss of $36.5 million.

For the nine months ended Sept. 30, 2005, Petrohawk's daily
average oil and natural gas production rate was 69.6 million cubic
feet equivalent.  Total production for the period was 13,089 Mmcf
of natural gas and 984 Mbbls of oil, or 18,994 Mmcfe.  Revenues
for the nine-month period were $150 million.  Cash flows from
operations were $72.3 million.

For the nine-month period, the Company reported a net loss of
$53.2 million.

              Mission Resources Corp. Acquisition

On July 28, 2005, Petrohawk completed the acquisition of Mission
Resources Corporation, and third quarter operating and financial
results include results from Mission beginning on that date.  The
acquisition contributed to management's goal of acquiring
properties within the Company's core operating areas that have a
significant proved reserve component and which management believes
have additional development and exploration opportunities.

Petrohawk Energy Corporation -- http://www.petrohawk.com/-- is an
independent energy company engaged in the acquisition, production,
exploration and development of oil and gas, with properties
concentrated in the South Texas, Mid-Continent, East Texas,
Arkoma, Permian and Gulf Coast regions.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 17, 2005,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Petrohawk Energy Corp. and withdrew its 'B-'
corporate credit rating on Mission Resources Inc., upon
Petrohawk's acquisition of Mission.  The outlook is stable.

In addition, Standard & Poor's removed Mission's outstanding $130
million senior unsecured notes due 2011 from CreditWatch with
negative implications and affirmed its 'CCC' rating on the notes.
Mission's senior notes will be assumed and guaranteed by Petrohawk
after the Mission acquisition.  The two-notch differential between
the notes and Petrohawk's corporate credit rating reflects
significant priority bank debt.


POINTS INT'L: Sept. 30 Balance Sheet Upside-Down by $3.5 Million
----------------------------------------------------------------
Points International Ltd. (TSX: PTS; OTC: PTSEF) reported
financial results for the third quarter ended Sept. 30, 2005.

The Company reported third quarter revenue of $2.37 million, an
increase of 20% versus $1.98 million during the same period in
2004.

The Company recorded an operating loss of $76,000 for the third
quarter of 2005, versus $86,000 in the second quarter of 2005 and
$95,000 in the same period last year.  The Company reported a net
loss of $2.53 million versus a net loss of $1.97 million in the
second quarter of 2005 and a loss of $2.10 million in the third
quarter of 2004.

For the nine months ended Sept. 30, 2005, Points generated revenue
of $7.5 million compared to $5.6 million in the first nine months
of 2004, a 33% increase, including the impact of foreign exchange.
Points recorded an operating loss of $3.02 million for the first
nine months of 2005, versus $3.27 million in the first nine months
of 2004.  The Company reported a net loss of $7.07 million for the
first nine months of 2005, versus a net loss of $6.31 million in
the first nine months of 2004.

"During the third quarter, we made significant progress in
refining the process by which we acquire new customers for our
enhanced web site," Points' CEO Rob MacLean, said.  "Most
significantly, it has confirmed our expectation that we can
acquire new users at a reasonable cost.  September was the first
month that we employed our full marketing program and yet we added
over 125,000 new registered users during the quarter, a company
high point.  October was also a record month for new users.
Although we will continue during the fourth quarter to work on
acquiring registered users, we will now focus aggressively on
driving activity from the audience we have built."

Points International Ltd. -- http://www.integratir.com/-- is the
owner and operator of Points.com, the world's leading reward
program management portal.  At Points.com consumers can Swap miles
and points between reward programs so that they can Get More
Rewards, Faster(TM).  Points.com has attracted over 40 of the
world's leading reward programs including Delta SkyMiles(R), eBay
Anything Points, American Airlines AAdvantage(R) program, S&H
greenpoints, Cendant Trip Rewards, Starbucks Asia Miles(R), and
Intercontinental Hotels Group's Priority Club(R) Rewards.

At Sept. 30, 2005, Points International Ltd.'s balance sheet
showed $ 3.5 million stockholder's deficit, compared to an $8.9
million deficit at Dec. 31, 2004.


PROSOFT LEARNING: Provides Update on Trading Information
--------------------------------------------------------
Prosoft Learning Corp. (NASDAQ: POSO) clarified on Nov. 11, 2005,
that while the company is eligible to be traded on the Over-the-
Counter Bulletin Board, trading will not begin on the OTCBB until
a market maker files a Form 211, which is required to initiate
quotations on the OTC Bulletin Board, and until such form is
accepted by the OTCBB.  Only a market maker, not the company, can
file a Form 211.  One market maker has informed the company that
it has filed the necessary paperwork with the OTCBB, but the
company is unaware when such form will be accepted.

Prosoft's shares was delisted from the Nasdaq SmallCap Market
effective with the opening of trading yesterday, Nov. 14, 2005.
The company anticipates that trading on the OTCBB will begin upon
acceptance by the OTCBB of the Form 211 filing, with trading
taking place on the "Pink Sheets" until such time.

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

                           *     *     *

                        Going Concern Doubt

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


RAFCO GIFTS: Completes Sale to Franchise Bancorp
------------------------------------------------
Franchise Bancorp Inc., of Brampton Ontario, has completed the
acquisition of Rafco Gifts Inc. of Calgary, Alberta, through its
wholly owned subsidiary, LIV Canada Gift Group Inc.  The
transaction closed Nov. 1, 2005, and will increase Bancorp's
revenues by about $3 million in the current fiscal year ending
Aug. 31, 2006.

Rafco and LIV Canada executed an agreement of purchase and sale on
Aug. 10, 2005, conditional upon Rafco successfully reorganizing
its operations under the Bankruptcy and Insolvency Act of Canada.
Rafco obtained creditor approval for its proposal on Oct. 12, 2005
and court approval was granted on Nov. 1, 2005, in Calgary.

Grant Hamilton, President of Rafco, has been retained by LIV
Canada and will continue to manage the operations of Rafco Gifts.

Rafco is an area franchise developer of LIV Canada's retail
concepts which trade under the banners Rafters, and Rafters Home
Stores.  Rafco owns and operates the two flagship Rafters Home
Stores in Calgary and Edmonton, which LIV Canada considers to be
key assets for its future development programs.  LIV Canada viewed
this acquisition as an important step in its growth plan in the
province of Alberta, where retail sales are expected to remain
strong in the next few years.  Rafco has strong core assets.
However, Rafco had over expanded into unprofitable ventures and
lost the confidence of its bank, who did not renew the credit
facilities.  As a result, Rafco needed to be reorganized to make
it a viable entity.

LIV Canada agreed to provide the financing for Rafco and acquire
100% of the shares of Rafco, provided the restructuring proposal
was successful.  Under the terms of the restructuring proposal,
Rafco closed its Abingtons stores, and agreed to pay a dividend to
its unsecured creditors as a settlement of debts. The dividend
will be paid in December 2005 and December 2006.  LIV Canada is
providing the financing for Rafco's dividend, and for its working
capital requirements, and will handle the financial and
administrative support functions.

Franchise Bancorp's other retail operations include Living
Lighting Inc. and the Global and Ryan's Pet Food group of stores.
In total, Franchise Bancorp has 140 retail stores operating in
Canada, with system wide sales of $67 million.


RCN CORP: Posts $42.1 Million Net Loss in Third Quarter 2005
------------------------------------------------------------
RCN Corporation (NASDAQ: RCNI) reported results for the third
quarter of 2005.

Third quarter 2005 Successor revenue was $138.8 million, compared
to third quarter 2004 Predecessor revenue of $121.4 million and
second quarter 2005 Successor revenue of $141.4 million.  Third
quarter 2005 Successor EBITDA increased to $23.3 million from
third quarter 2004 Predecessor EBITDA of $10 million and from
second quarter 2005 Successor EBITDA of $19.8 million.  Net loss
from continuing operations for third quarter 2005 Successor was
$42.1 million, compared to third quarter 2004 Predecessor net loss
from continuing operations of $75.1 million and second quarter
2005 Successor net loss from continuing operations of
$31.3 million.  Net loss attributable to common stockholders for
third quarter 2005 Successor was $42.1 million, compared to third
quarter 2004 Predecessor net loss attributable to common
stockholders of $75.45 million.

"During the third quarter, we continued to improve the baseline
profitability of the business by lowering costs and streamlining
the organization, resulting in substantial sequential and
year-over-year improvements in EBITDA and EBITDA margin," James F.
Mooney, Chairman of RCN's board of directors, stated.
"Simultaneously, we focused more on top-line initiatives to
restart RCN's growth, which paid off in higher new customer adds
and revenue generating units.  We have also completed our analysis
of RCN's asset base and will focus our efforts on growth and
margin expansion in our strong northeast corridor and midwest
franchise markets."

                           Regulation

RCN Corp. presented testimony to Congress, the Federal
Communications Commission, the Federal Trade Commission, and other
lawmakers supporting competitive video programming access and
pricing, and calling for a fair playing field as competitors
consolidate and new large participants enter the broadband video
market.

                        Adjusted Results

RCN's 2005 reported results of operations are not comparable with
its historic results due to RCN's emergence from bankruptcy
reorganization on December 21, 2004 and adoption of "fresh start"
accounting, which required RCN to allocate its "reorganization
value" among its assets and liabilities based on fair value
estimates.  Third quarter 2004 reported results reflect operations
prior to bankruptcy reorganization.  In addition, on
Dec. 21, 2004, RCN acquired the remaining 50% interest in
Starpower it did not previously own.  The first three quarters'
2005 reported results reflect the consolidation of Starpower's
results, whereas third quarter 2004 reported results include
Starpower's results in accordance with the equity method.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com/-- provides bundled Telecommunications
services.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. S.D.N.Y. Case No. 04-13638) on
May 27, 2004.  The Debtors' confirmed chapter 11 Plan took effect
on December 21, 2004.  Frederick D. Morris, Esq., and Jay M.
Goffman, 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
$1,486,782,000 in assets and $1,820,323,000 in liabilities.

The Debtor consummated its plan of reorganization and formally
emerged from Chapter 11 protection.  The plan, confirmed on
Dec. 8, 2004, by Judge Robert Drain of the Bankruptcy Court in New
York, converted approximately $1.2 billion in unsecured
obligations into 100% of RCN's new equity, and eliminated
approximately $1.8 billion in preferred share obligations.


REFCO INC: Final Hearing for B.A.'s Motion Set on December 8
------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 27, 2005, Debtor Refco Group Ltd., LLC, borrowed money under
a Credit Agreement dated August 5, 2004, with Bank of America,
N.A., as administrative agent, swing line lender and L/C issuer,
and a consortium of lenders.

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

Donald S. Bernstein, Esq., at Davis Polk & Wardwell, in New York,
notes that because of the unique nature of cash, cash collateral
receives special consideration under the Bankruptcy Code.
Specifically, the Bankruptcy Code provides a debtor may only use
cash collateral if it first obtains consent of the secured
creditor or establishes to the court's satisfaction that the
secured creditor is adequately protected.

Mr. Bernstein tells the U.S. Bankruptcy Court for the Southern
District of New York that the Secured Lenders do not consent to
the Debtors' use of the Collateral, including the Cash Collateral.

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

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

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

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

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

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

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

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

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

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

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

                       *     *     *

The Court rescheduled the Final Hearing on Bank of America's
request for adequate protection to December 8, 2005.

Judge Drain rules that the rights of the Administrative Agent for
the benefit of the Secured Lenders, the Debtors or any other a
party-in-interest are expressly reserved.

The Debtors will segregate and account for all cash collateral,
and will be prohibited from using the cash collateral; provided
however that, upon receipt of consent of the Administrative Agent,
the Debtors will be permitted to use or transfer up to $10,000,000
of cash collateral in the aggregate for purposes of payment of
expenses of administration allowable under Section 503(b)(1)(A)
payable in the ordinary course of business on or prior to Dec. 8,
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. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


REFCO INC: Wants Court to Establish Property Litigation Procedures
------------------------------------------------------------------
To date, Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in Wilmington, Delaware, reports, approximately 45
holders of accounts with Refco Capital Markets, Ltd., have raised,
in adversary proceedings, motions and objections filed with the
U.S. Bankruptcy Court for the Southern District of New York, and
in correspondence with the Debtors, a common and overarching issue
-- whether certain securities and other property held by RCM are
property of the bankruptcy estate or in some way belong, in whole
or in part, to the account holders.

"The claims of these account holders alone exceed $1.8 billion,
and the issue they raise affects virtually all claimants in the
RCM case.  Absent a procedure to resolve the Estate Property Issue
in an expeditious, effective and coordinated manner, dozens,
hundreds or thousands more account holder complaints likely will
be filed in these cases raising the very same issue," Mr. Clark
says.

Mr. Clark points out that a multiplicity of litigation to resolve
the Estate Property Issue on a case-by-case basis would serve no
one's best interests.  That approach would severely tax, if not
overwhelm, the resources of the Court and result in tremendous
litigation expense to the Debtors, to the significant detriment
of all creditors.  These circumstances cry out for a controlled
and orderly procedure to resolve the Estate Property Issue
promptly and once and for all in a manner that will bind all
parties-in-interest.

After considerable thought and research, the Debtors have
concluded that the most appropriate way to proceed is for RCM to
commence an adversary proceeding, to be conducted on an expedited
basis, against one or more representatives of a defendant class
of all persons and entities who held accounts with RCM as of
October 17, 2005, and their successors-in-interest, seeking a
declaratory judgment on the Estate Property Issue and, while that
litigation is pending, to stay all other individual account
holder actions, which implicate the Estate Property Issue.

According to Mr. Clark, the Debtors have conferred with
representatives of dozens of RCM account holders about this
approach and solicited their views on how best to proceed.  While
some agree with the Debtors' approach, others do not, and no
consensus has been reached.

At the request of some of these account holders, the Debtors have
elected not to unilaterally commence the defendant class action
proceeding and, instead, ask the Court to approve appropriate
procedures to deal with the Estate Property Issue in order to
give parties-in-interest an opportunity to be heard on the
procedural question.

While plaintiff class actions are more common, the use of a
defendant class action procedure is permitted under Rule 23 of
the Federal Rules of Civil Procedure and can be particularly
effective to resolve common issues in a cost effective way in
bankruptcy cases, where preservation of limited estate assets is
a paramount concern, Mr. Clark asserts.

By this motion, the Debtors seek the Court's authority to pursue
determination of the Estate Property Issue through the defendant
class action adversary proceeding procedure.  The Debtors also
ask the Honorable Robert D. Drain of the Southern District of New
York Bankruptcy Court to stay all pending and future individual
RCM account holder proceedings, which raise the Estate Property
Issue until the class action has been concluded.

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


REFCO INC: Proposes 1/2-Month Cash Deposit for Utility Providers
----------------------------------------------------------------
In the normal conduct of their business operations, Refco Inc.,
and its debtor-affiliates have relationships with many different
utility companies and other providers for the provision of natural
gas, water, electric, telephone, and cellular phone services.  The
Utility Companies service the Debtors' corporate offices and other
office locations.

J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, tells the U.S. Bankruptcy Court for the Southern
District of New York that uninterrupted utility services are
essential to ongoing operations, and, therefore, to the conduct of
their cases.  Should the Utility Companies refuse or discontinue
service, even for a brief period, the Debtors' business operations
could be severely disrupted.

"If that disruption occurred," Mr. Milmoe points out, "the impact
on the Debtors' business operations and revenue would be extremely
harmful and would jeopardize the Debtors' reorganization efforts."

Therefore, the Debtors ask the Court to prohibit the Utility
Companies from altering or discontinuing service on account of
prepetition invoices pursuant to Sections 105(a) and 366(i) of
the Bankruptcy Code.

To provide additional adequate assurance of payment for future
services to the Utility Companies, the Debtors propose that they
deposit a sum equal to 50% of the Debtors' estimated cost of
their monthly utility consumption into an interest-bearing
account.  The Debtors estimate that their average monthly
payments to the Utility Companies aggregate approximately
$570,000.

However, if a Utility Company is not satisfied that the
establishment of the Utility Deposit Account provides them with
adequate assurance of future payment, the Debtors propose these
uniform procedures for the Utility Company to make additional
requests for adequate assurance:

    (1) The Utility Company must serve a written request
        indicating the locations for which utility services are
        provided, the account numbers for those locations, the
        outstanding balance for each account, and a summary of
        the Debtors' payment history on each account.

    (2) The Request must be actually received by the Debtors'
        counsel within 45 days of the date of the order granting
        the debtors' request.

    (3) Without further Court order, the Debtors may enter into
        agreements granting additional adequate assurance to a
        Utility Company serving a timely Request, if the Debtors
        in their discretion determine that the Request is
        reasonable.

    (4) If the Debtors believe that a Request is unreasonable,
        the Debtors, within 30 days after the Request Deadline,
        will file a motion pursuant to Section 366(c)(2) of the
        Bankruptcy Code, seeking a determination from the Court
        that the Utility Deposit Account, plus any additional
        consideration offered by the Debtors, constitutes
        adequate assurance of payment.  Pending notice and a
        hearing on the Determination Motion, the Utility Company
        that is the subject of the Demand may not alter, refuse,
        or discontinue services to the Debtors nor recover or
        setoff against a pre-petition Date deposit.

    (5) Any Utility Company that fails to make a timely Request
        will be deemed to be satisfied that the Utility Deposit
        Account supplies adequate assurance of payment.  The
        proposed form of order also allows the Debtors to
        supplement the list of Utility Companies.

Mr. Milmoe asserts that the Procedures provide a fair,
reasonable, and orderly mechanism for the Utility Companies to
seek additional adequate assurance, while temporarily maintaining
the status quo for the benefit of all stakeholders.

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


RESCARE INC: Subsidiary to Buy Workforce Services Group of ACS
--------------------------------------------------------------
ResCare, Inc. (NASDAQ/NM: RSCR) reported on Nov. 11, 2005, that
its subsidiary, Arbor E&T, LLC, has signed a definitive agreement
to purchase the operating assets and business of the Workforce
Services Group of Affiliated Computer Services - State & Local
Solutions (NYSE: ACS).

The acquisition is expected to generate approximately $165 million
in annual revenues and would become part of Arbor E&T.  The
purchase will be funded through existing cash and availability
under ResCare's senior credit facility.  The transaction, which is
expected to close early in the first quarter of 2006, is subject
to successful novation of contracts and other customary
conditions, including Hart-Scott-Rodino notification.

This operating segment of ACS has contracts in 16 states and
Washington, D.C. and provides services to adults who have lost
their jobs or face some barrier to employment.  It offers job
development, training and placement through federally funded
programs administered by state and local governments and is the
largest private provider of these services in the U.S. ACS'
training services are provided primarily through "one-stop"
programs, which are convenient service sites that enable job
seekers and employers to receive government assistance, employment
or training-related services at a single location.

"ResCare is excited about the agreement to purchase the assets of
ACS' one-stop services," said Ronald G. Geary, ResCare chairman,
president and chief executive officer.  "When finalized, this
accretive acquisition would make ResCare the largest private
provider of one-stop services in the country.  It would also
expand ResCare's services into three new states -Idaho, Wisconsin
and Wyoming."

ResCare, Inc. -- http://www.rescare.com/-- founded in 1974,
offers services to some 41,000 people in 34 states, Washington,
D.C., Puerto Rico and Canada.  ResCare is a human service company
that provides residential, therapeutic, job training and
educational supports to people with developmental or other
disabilities, to youth with special needs and to adults who are
experiencing barriers to employment.  The Company is based in
Louisville, Kentucky.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2005,
during the company's refinancing, Moody's upgraded ResCare's
corporate rating from B1 to Ba3.  Standard and Poor's affirmed the
corporate credit rating of B+, while increasing the outlook from
stable to positive.


SG MORTGAGE: Fitch Places Low-B Rating on $7.31 Mil. Class Certs.
-----------------------------------------------------------------
SG Mortgage Securities Trust 2005-OPT1, which closed on Nov. 8,
2005, is rated by Fitch Ratings:

     -- $401.41 billion classes A-1 to A-3 'AAA';
     -- $17.13 million class M-1 'AA+';
     -- $16.38 million class M-2 'AA';
     -- $9.57 million class M-3 'AA-';
     -- $8.82 million class M-4 'AA-';
     -- $7.81 million class M-5 'A+';
     -- $7.56 million class M-6 'A';
     -- $6.80 million class M-7 'A-';
     -- $6.05 million class M-8 'BBB+';
     -- $4.03 million class M-9 'BBB';
     -- $2.52 million class M-10 'BBB';
     -- $5.04 million class M-11 'BBB-';
     -- $4.54 million class M-12 'BB+';
     -- $2.77 million class M-13 'BB'.

The 'AAA' rating on the senior certificates reflects the 20.35%
total credit enhancement provided by the 3.40% class M-1, the
3.25% class M-2, the 1.90% class M-3, the 1.75% class M-4, the
1.55% class M-5, the 1.50% class M-6, the 1.35% class M-7, the
1.20% class M-8, the 0.80 % class M-9, the 0.50% class M-10, the
1.00% M-11, the 0.90% privately offered class M-12, the 0.55%
privately offered class M-13, and the 0.70% initial and target
overcollateralization.  All certificates have the benefit of
monthly excess cash flow to absorb losses.

In addition, the ratings reflect:

     * the quality of the loans,

     * the integrity of the transaction's legal structure, and

     * the capabilities of Option One Mortgage Corporation as
       servicer.

HSBC Bank USA, National Association is the trustee.

The certificates are supported by one collateral group.  The
mortgage pool, which totals $503,963,318 as of the cut-off date,
consist of fixed-rate and adjustable-rate mortgage loans with
principal balances that may or may not conform to Fannie Mae and
Freddie Mac loan limits.  Approximately 15.98% of the mortgage
loans are fixed-rate mortgage loans and 84.02% are adjustable-rate
mortgage loans.  The weighted average loan rate is 7.412%, and the
weighted average remaining term to maturity is 356 months.  The
average outstanding principal balance of the loans is $183,060,
the weighted average original loan-to-value ratio of 79.21%, and
the weighted average credit score is 621.  The properties are
primarily located in California, Florida, and New York.

All of the mortgage loans were originated by Option One Mortgage
Corporation.  Incorporated in 1992, Option One began originating
and servicing subprime loans in February 1993.  Option One is a
subsidiary of Block Financial, which is a subsidiary of H&R Block,
Inc.  For federal income tax purposes, multiple real estate
mortgage investment conduit elections will be made with respect to
the trust estate.


SOLUTIA INC: Wants Waiver Agreement under DIP Financing Approved
----------------------------------------------------------------
Before they filed for bankruptcy petition, Solutia, Inc., and its
debtor-affiliates stabilized their business operations by gaining
access to sufficient liquidity by securing an interim debtor-in-
possession financing package.  Richard M. Cieri, Esq., at Kirkland
& Ellis LLP, in New York, reminds Judge Beatty that on Dec. 19,
2003, Solutia, Inc., Solutia Business Enterprises, Inc., and
certain other Debtors entered into a Finance Agreement with Ableco
Finance LLC, Wells Fargo Foothill, Inc., Congress Financial
Corporation and a consortium of lenders.  The Interim DIP Facility
provided up to $500,000,000 in DIP financing, which was secured by
substantially all of the Debtors' assets and from which Solutia
initially borrowed $75 million.

After entering into the Interim DIP Facility, Solutia solicited
and received expressions of interest from other financial
institutions to provide final DIP financing.  Competition among
financial institutions allowed Solutia to obtain a final DIP
financing package with substantially better terms than those
under the Interim DIP Facility.  On Jan. 16, 2004, the U.S.
Bankruptcy Court for the Southern District of New York authorized
Solutia to enter into a $525,000,000 Financing Agreement with
Citicorp USA, Inc., as agent, Wells Fargo and a syndicate of
financial institutions.  The Debtors used a portion of the
proceeds from the DIP Agreement to retire their obligations under
a prepetition credit agreement.

The DIP Agreement was amended on March 1, 2004, July 20, 2004, and
June 1, 2005.  These amendments modified, among other things, the
mandatory prepayment terms and covenants regarding disposition of
assets and investments, certain notice provisions, the interest
rate and the term of the final maturity date from Dec. 19, 2005,
to June 19, 2006.

The DIP Agreement, as amended, consists of:

    (a) a $50,000,000 multiple draw term loan;

    (b) a $300,000,000 single draw term loan, which was drawn in
        full on the effective date of the facility; and

    (c) a $175,000,000 borrowing based revolving credit facility,
        which includes a $150,000,000 letter of credit sub-
        facility.

                            Astaris Sale

Solutia and FMC Corporation have finalized the sale of
substantially all of the operating assets of Astaris, LLC, for
$255,000,000.  Simultaneously with the execution and delivery of
the Asset Purchase Agreement, Solutia and FMC entered into an
Owners Agreement, which provides for:

    -- the application of the proceeds from the Sale to satisfy
       the outstanding liabilities of Astaris and make other
       adjustments to FMC and Solutia;

    -- the establishment and subsequent adjustment of a reserve
       account for the purpose of satisfying any remaining debts,
       expenses or obligations of Astaris and paying any purchase
       price adjustment under the Asset Purchase Agreement; and

    -- the distribution of Astaris' remaining funds to Solutia and
       FMC.

The Sale closed on Nov. 4, 2005.  Solutia expects to receive
$95,000,000 in net proceeds from the Sale, about $76,000,000 of
which will be received upon closing and the remaining $19,000,000
to be received within one year.

                         Waiver Agreement

Mr. Cieri notes that under the terms of the DIP Agreement,
Solutia is entitled to use a portion of the Proceeds of the Sale
for general corporate purposes.  Solutia had intended to use
other portions of the Proceeds to pay down a portion of the Term
Loans.  However, Mr. Cieri explains that the effects of
Hurricanes Katrina and Rita resulted in increased raw material
costs and limited supplies of raw material inputs in the
industry, which in turn caused a decrease in the amount of excess
liquidity maintained by Solutia as a buffer against future
uncertainty.  In response to these conditions and to maintain
flexibility during the resulting uncertainty in the market,
Solutia decided that retaining the entire Proceeds for general
business purposes, instead of using them to pay down a portion of
the Term Loans, would provide an important liquidity cushion.
This liquidity cushion will reassure Solutia's customers,
suppliers and other trade creditors, while supply chains are
rebuilt and the chemicals industry returns to normal operations,
Mr. Cieri says.

In contemplation of this change in plans regarding the Proceeds,
Solutia engaged in discussions with Citicorp USA regarding its
intentions.  As a result of these discussions, the DIP Parties
entered into a Waiver and Consent Agreement, dated Nov. 4, 2005,
pursuant to which Solutia will be entitled to apply the Proceeds
in their entirety to general corporate purposes and will not be
required to use any portion to pay down the Term Loans.  Mr. Cieri
clarifies that the Waiver Agreement applies solely to the
retention of the Proceeds and does not affect the DIP Parties'
remaining obligations under the DIP Agreement.

On Nov. 4, 2005, a supermajority of the DIP Lenders approved
the terms of the Waiver Agreement.  The Waiver Agreement requires
the DIP Parties to use commercially reasonable efforts to obtain
a Court order by Dec. 31, 2005, approving the Waiver Agreement.
Mr. Cieri points out that if the DIP Parties are unable to obtain
the Approval Order, the terms of the Waiver Agreement require the
Borrowers to immediately make payments as would otherwise have
been required under the DIP Agreement as if the DIP Parties had
not entered into the Waiver Agreement.

Accordingly, Solutia asks the Court for authority to enter into
the Waiver Agreement under the terms of the DIP Agreement and pay
a documentation fee to Citicorp USA.

A full-text copy of the 30-page Waiver Agreement is available for
free at http://bankrupt.com/misc/solutia_waiveragreement.pdf

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  (Solutia Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SOLUTIA INC: Provides Update on Pending Legal Proceedings
---------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Timothy J. Spihlman, vice president and controller of
Solutia, Inc., discloses that a class action captioned Dickerson
v. Feldman, et al., was filed in the U.S. District Court for the
Southern District of New York against a number of defendants,
including former officers and employees of Solutia, alleging
breach of fiduciary duty under the Employee Retirement Income
Security Act of 1974.   Solutia was not named as a defendant, but
the plaintiff filed a proof of claim for $269,000,000 against
Solutia in its Chapter 11 case.  On Sept. 1, 2005, the plaintiff
filed an amended proof of claim to increase the claim amount to
$290,000,000.

On Oct. 12, 2005, some employees filed a lawsuit against
Solutia, Inc., Employees' Pension Plan in the U.S. District Court
for the Southern District of Illinois.  The plaintiffs alleged
that the method of calculating their benefits under the Plan was
unlawful.  They assert that the Plan violated ERISA by:

    -- reducing their accrued benefit as a result of the
       attainment of a certain age,

    -- reducing their rate of benefit accrual because of the
       attainment of a certain age,

    -- computing benefits in an unlawful method, and

    -- "backloading" benefits resulting in accruals occurring
       slowly over time so that very little of the accrued benefit
       is vested prior to the attainment of age 65.

None of the Solutia Debtors has been named as a defendant, Mr.
Spihlman relates.

Competition authorities in Belgium are investigating past
commercial practices of certain companies engaged in the
production and sale of butyl benzyl phthalates.  One of the BBP
producers under investigation by the Belgian Competition
Authority is Ferro Belgium sprl, the European subsidiary of Ferro
Corporation.  Ferro's BBP business in Europe was purchased from
Solutia in 2000.  Solutia received an indemnification notice from
Ferro and has exercised its right to assume and control the
defense of Ferro in proceedings relating to the investigations.
On July 7, 2005, the BCA issued a Statement of Objections
regarding its BBP investigation in which Solutia Europe S.A/N.V.,
a European subsidiary of Solutia, along with Ferro and two other
producers of BBP, is identified as a party under investigation
with respect to its ownership of the BBP business from 1997 until
the business was sold to Ferro in 2000.  Solutia, Inc., is not
named as a party under investigation in the Statement of
Objections.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  (Solutia Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SOLUTIA INC: Court Approves $255 Million Astaris Sale to ICL
------------------------------------------------------------
At the behest of Solutia, Inc., and its debtor-affiliates, the
U.S. Bankruptcy Court for the Southern District of New York
authorizes them to:

   a. consent to the sale of substantially all assets of Astaris,
      LLC, to ICL Performance Products Holding Inc. -- a wholly
      owned subsidiary of Israel Chemicals Limited;

   b. enter into and perform obligations under an asset purchase
      agreement;

   c. enter into and perform obligations under a Sauget Toll
      Agreement;

   d. enter into and perform obligations under an Owners'
      Agreement; and

   e. enter into and perform obligations under a Services
      Agreement.

Astaris was formed in April 2000 as a joint venture between
Solutia, Inc., and FMC Corporation.  Solutia and FMC each hold
50% of the equity interests in Astaris.  Astaris operates as an
autonomous business entity pursuant to:

   (a) a Joint Venture Agreement, dated April 29, 1999, between
       Solutia and FMC; and

   (b) a limited liability company agreement of Astaris LLC,
       dated as of April 1, 2000, between Solutia and FMC.

Pursuant to the terms of the JV Agreement and the LLC Agreement,
Solutia and FMC each have the right to appoint three of the six
members of Astaris' board of managers.

Astaris is one of the leading manufacturers of phosphates and
phosphate-related compounds in North America.  Specifically,
Astaris converts raw phosphorus material into phosphate salts and
other phosphate-related compounds.  Astaris' customers use these
salts and compounds as valuable functional ingredients to impart
desirable characteristics to food and industrial products.  For
example, phosphates are used in food products to improve texture
and to replace phosphates that occur naturally in certain foods,
but which are depleted over time.  In addition, when used as
industrial additives or ingredients, phosphates improve the
solubility of cleaning solutions and may be used to treat water
and impart enhanced properties in asphalt.

Astaris has approximately 550 full-time employees and:

   (a) owns and operates facilities in Cajati, Brazil; Carondolet
       (St. Louis), Missouri; Carteret, New Jersey; Creve Coeur,
       Missouri; Lawrence, Kansas; Ontario, California; Sauget,
       Illinois and Sao Jose dos Campos, Brazil;

   (b) operates a research facility in Webster Groves (St.
       Louis), Missouri;

   (c) has a regional headquarters in Sao Paulo, Brazil; and

   (d) has a sales office located in Milan, Italy.

Astaris also owns a 44% equity interest in Fosbrasil S.A., a
Brazilian corporation located in Cajati, Brazil.

                    Asset Purchase Agreement

On Sept. 1, 2005, Solutia, FMC, Astaris, Israel Chemicals and
ICL Performance finalized the Asset Purchase Agreement pursuant
to which the Astaris Sale and related transactions would occur.

Pursuant to the Asset Purchase Agreement, Astaris will sell,
assign and transfer to ICL Performance substantially all of
Astaris' business assets, which are not assets of Solutia.  ICL
Performance will acquire the Astaris Assets free and clear of all
liens, claims and interests of Solutia, assume certain
liabilities of Astaris and pay Astaris $255,000,000, which is
subject to adjustment.  Solutia and FMC, on the one hand, and
Israel Chemicals and ICL Performance, on the other, will each
indemnify the other for certain losses arising from the
transaction.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
says that Solutia expects to receive about $97,000,000 in net
proceeds from the Sale on the Closing Date.

A tabulated summary of the salient provisions of the Asset
Purchase Agreement is available for free at
http://bankrupt.com/misc/AstarisAPA.pdf

                      Sauget Toll Agreement

Mr. Cieri relates that Astaris currently owns, and Solutia
currently operates, a facility at its W.G. Krummrich plant in
Sauget, Illinois, which manufactures P2S5, an intermediate
material used in the production of motor oil additives and
pesticides.  Solutia contributed the Sauget P2S5 Facility to
Astaris and entered into the Sauget Lease and Operating Agreement
at Astaris' formation in 2000.

Mr. Cieri discloses that the Sauget P2S5 Facility and the Sauget
Lease and Operating Agreement will be excluded assets under the
Asset Purchase Agreement.  In connection with the Sale, Astaris
will return ownership of the Sauget P2S5 Facility back to Solutia
and Solutia and ICL Performance will enter into a long-term toll
manufacturing agreement.

Pursuant to the Sauget Toll Agreement, Solutia will continue to
manufacture, package and supply P2S5 exclusively for ICL
Performance at the Sauget P2S5 Facility from raw materials and
packaging provided by ICL Performance.  The Sauget Toll Agreement
will essentially be substituted for the Sauget Lease and
Operating Agreement as a source of the P2S5 supply for ICL
Performance.

Mr. Cieri explains that the Sauget Toll Agreement is intended to
be economically neutral to the Sauget Lease and Operating
Agreement.  Solutia will accept certain operational risks under
the Sauget Toll Agreement that are currently allocated to Astaris
under the Sauget Lease and Operating Agreement.  As consideration
for assuming the risks, Solutia will be compensated through a
P2S5 pricing formula that is designed to ensure that it is no
worse off economically than under the cost structure of the
Sauget Lease and Operating Agreement.

                        Owners' Agreement

Solutia and FMC have negotiated and entered into a definitive
owners' agreement, which provides for:

   (a) the application of the proceeds from the Sale to satisfy
       Astaris' outstanding liabilities that are not assumed by
       ICL Performance;

   (b) an allocation of the Sale's remaining proceeds after
       giving effect to the distributions;

   (c) the establishment and subsequent adjustment of a reserve
       account for the purpose of satisfying any of Astaris'
       remaining debts, expenses or obligations and of paying any
       purchase price adjustment under the Asset Purchase
       Agreement;

   (d) the transfer of certain Astaris assets and liabilities not
       transferred to ICL Performance in the Sale back to Solutia
       and FMC;

   (e) Solutia's and FMC's indemnification of each other to
       implement the allocation of liability with respect to ICL
       Performance, as contemplated by the Asset Purchase
       Agreement;

   (f) Solutia's liability for the full cost of the expense
       reimbursement under the Asset Purchase Agreement, if the
       Expense Reimbursement becomes due and payable; and

   (g) certain modifications to the Joint Venture Agreement and
       the Limited Liability Company Agreement that are related
       to the Sale and their related transactions, including the
       modification of the JV Agreement to extend the period of
       coverage for which Solutia and FMC will each indemnify the
       other with respect to environmental liabilities and costs
       arising from assets separately contributed by Solutia and
       FMC to Astaris so that the indemnity coverage is not
       limited to the period prior to the date of the formation
       of Astaris.

                       Services Agreement

Pursuant to the Asset Purchase Agreement, Solutia, FMC, and ICL
Performance will enter into a services agreement, by which
Solutia and FMC will provide certain services to ICL Performance
similar to those services they currently provide to Astaris.  In
addition, the Services Agreement requires ICL Performance to
provide certain services to Solutia and FMC similar to those
services currently provided by Astaris to the Owners.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  (Solutia Bankruptcy
News, Issue No. 49; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


TELEGLOBE COMMS: Wants Whiting-Turner Agreement Okayed Tomorrow
---------------------------------------------------------------
Reorganized Teleglobe Communications Corporation and its
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to enter an order approving their settlement with
Whiting-Turner Contracting Company.

The settlement provides for mutual general releases in connection
with the Debtors' complaint seeking to avoid and recover
approximately $1.3 million in allegedly avoidable transfers made
to Whiting-Turner.

Salient terms of the settlement include:

     a) a $300,000 payment to be made by Whiting-Turner to the
        Reorganized Debtors in full and final settlement and
        satisfaction  of all claims asserted in the complaint.

     b) Whiting-Turner's consent to waive its $576,385 claim
        against the Reorganized Debtors and its agreement not to
        seek any payment or distribution from the Debtors estate.

The Reorganized Debtors tell the Bankruptcy Court that the
settlement agreement is in the best interest of the estate as it
avoids the costs of litigating the complaint.

The Bankruptcy Court will convene a hearing tomorrow, Nov. 16,
2005, at 11:30 a.m., to consider approval of the settlement
agreement.

Headquartered in Reston, Virginia, Teleglobe Communications
Corporation -- http://www.teleglobe.com/en/-- is a wholly owned
indirect subsidiary of Teleglobe Inc., a Canadian Corporation.
Teleglobe currently provides services in more than 220 countries
via a fully integrated network of terrestrial, submarine and
satellite capacity.  During the calendar year 2001, the Teleglobe
Companies generated consolidated gross revenues of approximately
$1.3 billion.  As of Dec. 31, 2001, the Teleglobe Companies has
approximately $7.5 billion in assets and approximately
$44.1 billion in liabilities on a consolidated book basis.  The
Debtors filed for chapter 11 protection on May 28, 2002 (Bankr. D.
Del. Case No. 02-11518).  Cynthia L. Collins, Esq., and Daniel J.
DeFranceschi, Esq., at Richards Layton & Finger, PA, represent the
Debtors in their restructuring efforts.  The Court confirmed
Teleglobe's Amended Chapter 11 Plan on Feb. 11, 2005, and the Plan
took effect on March 2, 2005.


TESORO PETROLEUM: Fitch Puts BB Rating on $900M Sr. Unsec. Notes
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB' to Tesoro Petroleum
Corporation's proposed offering of $900 million of senior
unsecured notes.  Tesoro is refinancing its public debt, tendering
for all of the company's $375 million of 8% senior secured notes
due 2008, $211 million of 9 5/8% senior subordinated notes due
2008, and $429 million of 9 5/8% senior subordinated notes due
2012.  In total, the company has tendered for more than $1 billion
of its $1.1 billion of debt outstanding at Sept. 30, 2005.

With the refinancing, Fitch has also raised Tesoro's Issuer
Default Rating to 'BB' from 'BB-', and the rating on the company's
senior secured credit facility and any remaining senior secured
notes to 'BB+' from 'BB'.  The rating on the company's senior
subordinated notes is affirmed at 'B+' for any of the notes that
remain outstanding following the tender offer.  The Rating Outlook
has been revised to Stable from Positive.

The ratings reflect:

     * the further improvement in the company's credit profile,
     * the diversified and sizable base of six refineries, and
     * the company's strong earnings in recent quarters.

Offsetting factors include:

     * the increasing efforts to reward shareholders,

     * the substantial jump in capital expenditures in 2006 and
       2007, lingering concerns over management's long-term
       commitment to maintaining a stronger credit profile, and

     * the historical operating issues at the company's
       facilities.

The ongoing refinancing further improves the company's balance
sheet as debt will decline to approximately $1 billion at year-end
from more than $1.2 billion at the end of 2004 and nearly $2.1
billion following the acquisition of the Golden Eagle refinery in
mid-2002.  The new senior notes are being privately placed under
Rule 144A in two tranches of $450 million each, maturing in 2012
and 2015, respectively.  The 2012 notes will be priced at 6 1/4%
and the 2015 notes will be priced at 6 5/8%.  Gross interest costs
will decline considerably going forward to an estimated $65
million-$70 million annually, less than half the 2004 interest of
$147 million.  As part of the refinancing, the company is taking a
fourth-quarter charge of $100 million, including $19 million in
write-offs of previous financing costs.

The rating action also reflects the company's strong recent
performance, as Tesoro generated more than $1 billion of EBITDA
during the 12 months ending Sept. 30, 2005.  Credit protection as
measured by EBITDA to interest was 9.0 times and debt-to-EBITDA
was 1.1x.  With the improving balance sheet, these metrics should
improve.

As primarily a West Coast refiner, Tesoro's operations were not
affected by the hurricanes, either from a supply or distribution
standpoint.  The company achieved record total throughput at its
facilities in the third quarter, further driving the quarterly
earnings.  Cash rose to nearly $660 million at the end of
September as Tesoro benefited from the spike in margins due to the
refinery outages along the Gulf of Mexico coast.

The company also benefited from a temporary rise in payables in
the third quarter that management expects to reverse somewhat in
the fourth quarter.  Changes in working capital accounted for $314
million of the increase in cash in the quarter, including $504
million from the swing in payables.

Of concern is Tesoro's increased guidance for 2006 capital
expenditures of $670 million, and $540 million in 2007, well above
Tesoro's May 2005 forecasts of $406 million and $290 million in
each respective year.  The primary new project is the proposed
conversion of the coker unit at the Golden Eagle refinery into a
delayed coker from a fluid coker at a cost of $275 million.

Tesoro has proposed the conversion as well as significant emission
control upgrades at the plant to the Bay Area Air Quality
Management District in response to a conditional abatement order
placed on the unit.  If approved by the District, Tesoro
anticipates completing the project in 2007.  The increased capital
also includes upsizing the coker project at the Anacortes refinery
from to 25,000 barrels per day from the planned 15,000 bpd,
increasing the project cost to $250 million with a targeted
completion of 2007 as well.

Tesoro has also announced a $200 million stock repurchase program
with the timing of any purchases not yet outlined by the company.
Tesoro has also doubled the dividend that was initiated in May
2005, resulting in annual estimated dividends of $26 million.
Under a declining margin environment, Fitch has concerns that the
strong cash balance could quickly decline and the improved credit
profile come under pressure due to the fourth-quarter reversal of
payables, the costs of the current refinancing, and the subsequent
capital expenditure plans and stock repurchases.  Fitch
anticipates that Tesoro would likely use debt to finance any
shortfalls in cash requirements.

Management has directed significant cash toward reducing debt
since the company came under significant liquidity pressure in
late 2002 and early 2003. Behind the strong industry fundamentals,
the benefits of the company's base of six refineries and the sale
of non-core assets, Tesoro has reduced debt by more than 50%,
restoring a significant level of confidence in the management
team. Management continues to seek returning to an investment
grade rating; however, lingering concerns over management's
commitment to the stronger credit profile, such as the risk of
another sizable primarily debt financed acquisition, have limited
positive rating actions.

Another key area of concern is the history of operational issues
at Tesoro's various refineries, including unplanned outages in
fourth-quarter 2004 and first-quarter 2005 that resulted in the
company being free cash flow negative over the period. Tesoro's
ability to maintain throughput will be tested again given the
significant modifications planned over the next two years,
including the coker modifications at Golden Eagle. The coker is a
key unit required to process the heavier crudes that has
historically enhanced the value of Golden Eagle. Golden Eagle
continues to represent a majority of the company's earnings,
providing more than 60% of EBITDA for the 12 months ending Sept.
30, 2005.

Tesoro owns and operates six crude oil refineries with a rated
crude oil capacity of approximately 560,000 bpd. Four of Tesoro's
refineries are on the West Coast, with facilities in California,
Alaska, Hawaii, and Washington. Tesoro also has refineries in Salt
Lake City, Utah, and Mandan, North Dakota. Tesoro sells refined
products wholesale or through approximately 500 branded retail
outlets.


TODD MCFARLANE: Wants to Access $500,000 DIP Financing from BofA
----------------------------------------------------------------
Todd McFarlane Productions, Inc., asks the U.S. Bankruptcy Court
for the District of Arizona for authority to obtain $500,000 of
post-petition financing from Bank of America, N.A., on an interim
basis, as well as permanent basis.

                    Prepetition Debt Structure

On Nov. 19, 2004, the Debtor and Stephen A. McConell entered into
a loan agreement with a principal amount of $500,000, plus 2%
regular interest rate per month until fully paid.  The old credit
facility is supported by a promissory note, which is secured by a
valid first lien and security interest on all of the Debtor's
right, title, and interest in and to its accounts receivable and
any proceeds.  The note will mature on November 18, 2005.

The Debtor has negotiated with Bank of America a new DIP financing
to replace the old credit facility.  The major terms and
conditions are:

    1) the BofA DIP facility matures on September 30, 2006;

    2) the BofA DIP facility's interest rate applicable to all
       postpetition advances is 100 bps over the London Inter-Bank
       Overnight Rate; and

    3) the lender will hold a senior secured interest in all cash
       collateral previously encumbered under the old credit
       facility.

The Debtor says that the proposed DIP financing will be used,
among other things, to satisfy the old credit facility, and will
generate $7,000 per month in new liquidity for the Debtor's
operations.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,
Hellspawn, & Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Kelly Singer, Esq., at Squire Sanders & Dempsey, LLP, represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $10 million
in assets and more than $50 million in debts.


TOWER AUTOMOTIVE: Files Fifth Amendment to DIP Financing Pact
-------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates filed a Fifth
Amendment to the Revolving Credit, Term Loan and Guaranty
Agreement, dated as of February 28, 2005, among R.J. Tower Corp.,
as Borrower, Tower Automotive, Inc. and its subsidiaries, as
Guarantors, and JP Morgan Chase Bank, N.A., as Agent for the
Lenders, with the Bankruptcy Court on November 8, 2005.

The Debtors covenant with the Lenders not to let the outstanding
Indebtedness of the Borrower owed to one or more persons in
connection with the financing of insurance premiums exceed
$6,000,000 in the aggregate at any one time.

The Debtors agree to limit their Capital Expenditures to
[unspecified] quarterly amounts, and the Lenders agree that any
unused amount in one quarter may be carried into the subsequent
fiscal quarter.

The Fifth Amendment also reflects technical amendments to certain
provisions of the DIP Credit Agreement.

R.J. Tower also agrees that its expense obligations under the DIP
Credit Agreement will extend to the preparation, execution and
delivery of the Amendment, including the reasonable fees and
disbursements of JPMorgan's counsel.

A full-text copy of the Fifth Amendment to the DIP Credit
Agreement is available for free at:

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

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Court Approves Assumption of FBO Systems Pact
---------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates and FBO Systems,
Inc., were parties to a Maintenance Logic System License
Agreement.  Under the Agreement, the Debtors use the MLS software
in connection with their business operations, subject to certain
limitations and restrictions.

The MLS software specifically allows the Debtors to:

   -- purchase all maintenance, repair and operating items;

   -- enter and approve requisitions;

   -- issue purchase orders;

   -- manage their MRO inventory; and

   -- schedule preventive maintenance for equipment in all plants
      across the United States.

The FBO Systems further provides the Debtors with certain
critical maintenance services related to the MLS software
applications.  These services include a helpdesk and access to
future versions of the software for upgrades.

Mr. Sathy relates that the Debtors owe FBO Systems $207,398 for
unpaid prepetition amounts under the FBO Systems Agreement,
particularly for the MLS software, maintenance, and related
advisory services.  The total estimated cost to the Debtors for
continued maintenance services under the FBO Systems Agreement is
approximately $86,000 per year.

According to Mr. Sathy, the Debtors' continued use of the MLS
software is integral to their ongoing business operations.  In
fact, the Debtors' day-to-day purchasing and inventory management
process is dependent on the MLS software.

"Without the continued dedicated and prompt availability of
technical support and service from FBO Systems, Tower will be
unable to properly utilize the MLS software, and further risks
incurring significant administrative costs to replace and install
alternate software," Mr. Sathy explains.

For this reason, the Debtors sought and obtained the U.S.
Bankruptcy Court for the Southern District of New York's
authority to assume the FBO Systems Agreement and pay the
$207,398 Cure Amount.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Inks Meridian Relocation Agreement
----------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates have devoted
considerable resources toward formulating and implementing a
strategic plant consolidation model for their North American
operations.

To increase profitability and the likelihood of future business
awards, the Debtors' model emphasizes, among other things:

   -- centralized operations;

   -- geographical proximity to customers' production locations;
      and

   -- utilization of more cost-effective labor resources.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in New York, relates
that the Debtors also expect to close certain higher cost
manufacturing facilities in Milan, Tennessee; Milwaukee,
Wisconsin; and Granite City, Illinois.  The Debtors intend to
transfer machinery and equipment from these facilities to other
more cost-efficient locations, including facilities in the
Southeast region of the United States.

Over the past several months, Tower Products Co., Inc., conducted
an extensive survey property search in Alabama, Georgia, and
Mississippi to locate a suitable and financially attractive site
for the development of a stamping and assembly facility for
manufacturing frame and body subcomponents for direct delivery to
its customers' assembly plants in Alabama.

Ultimately, the Debtors identified an approximately 45-acre tract
of land in an industrial park in Meridian, Mississippi, that is
equipped with an existing 310,000-square foot assembly plant on
the grounds.  Moreover, the local municipal and governmental
institutions in the area are highly motivated and willing to
provide Tower Products with superior inducements for choosing the
site.

After extensive negotiations, Tower Products reached an agreement
with:

   * Lauderdale County, Mississippi,
   * the City of Meridian,
   * the Lauderdale County Economic Development District,
   * the Mississippi Development Authority,
   * Meridian Community College, and
   * the East Mississippi Business Development Corporation

Under the Agreement, EMBDC, Meridian, Lauderdale County, LCEDD,
MCC and MDA agreed to provide Tower Products with certain
services, funding, and tax relief associated with the Meridian
Property, in exchange for Tower Products' selection, development
and use of the Meridian Property for its stated and future
manufacturing needs.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to authorize Tower Products to enter
into the Meridian Agreement.

The salient terms of the Agreement are:

   (a) Meridian will:

       -- convey title to the Meridian Property to the LCEDD;

       -- pay the LECDD $829,454, which constitutes insurance
          proceeds related to roof damage to the existing
          building, and any amounts paid or to be paid to the
          LCEDD by the Federal Emergency Management Agency of the
          United States with regard to the existing building; and

       -- construct a new fire loop on the Meridian Property.

   (b) Lauderdale County will:

       -- provide a $3,250,000 grant to the LCEDD for financing
          a portion of the renovation costs;

       -- issue municipal bonds with net proceeds of not less
          than $4,320,546 to the LCEDD for financing a portion
          of the renovation costs;

       -- apply to the MDA for additional grants equal to
          $800,000;

       -- provide for dirt removal, site preparation and
          leveling, parking lot renovations and road
          construction;

       -- assist Tower Products in obtaining economic development
          incentives through the Mississippi State Tax
          Commission; and

       -- approve all ad valorem tax exemptions for Tower
          Products that are legally permissible for the maximum
          term pursuant to Mississippi law.

   (c) EMBDC will:

       -- provide $250,000 for financing demolition work
          associated with the renovation; and

       -- convey title to the LCEDD after the demolition work is
          completed.

   (d) The LCEDD will:

       -- lease the Meridian Property to Tower Products; and

       -- be responsible for undertaking the overall renovation
          of the Meridian Property pursuant to an agreed-upon
          schedule and specifications.

   (e) MDA will provide Lauderdale County with grants equal to
       $800,000 to be used in financing a portion of the
       renovation.

   (f) MCC will provide Tower Products with a training assistance
       program and related services.

                         Lease Agreement

In connection with the Meridian Agreement, Tower Products further
seeks the Court's permission to enter into a lease agreement with
LCEDD for the lease of the Meridian Property.  Tower Products
will lease the Meridian Property from the LCEDD for an initial
term of 15 years.

For the first 10 years, Tower Products' annual rent obligation
will be the greater of:

   (i) $375,000; or

  (ii) the annual amount of county ad valorem taxes, which would
       be payable on real and personal property comprising the
       Meridian Property.

The rent payment obligation will commence on the first day of the
month in which the renovations and expansions contemplated in the
Meridian Agreement are substantially completed.

In addition, for years 11 through 15, Tower Products' annual rent
will be reduced by the amount of ad valorem taxes paid by Tower
Products on the Meridian Property.

Title in the Meridian Property will be held by LCEDD.  Tower
Products will retain title to the Expansion Project during the
term of the Lease Agreement.  However, at the end of the term,
title in the Expansion Project will be transferred to Lauderdale
County, unless Tower Products elects its option to purchase.

"Tower Products has significant work to do to prepare the
Meridian Facility for production purposes, including the
installation of machinery and equipment, and the hiring of
personnel," Mr. Sathy tells the Court.  "To remain on schedule
with their customer commitments, Tower Products must be in a
position to commence this process and finalize the Meridian
Agreement in a timely manner."

                            Objections

(1) UAW

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America is concerned with the
labor costs involved in the relocation from Granite City to
Meridian, Lowell Peterson, Esq., at Meyer, Suozzi, English &
Klein, P.C., in New York, tells the Court.

After learning of the Debtors' relocation plans, the UAW promptly
requested negotiations with the Debtors.  However, the Debtors
did not bargain with the UAW.

Mr. Peterson notes that the Debtors are committing to a facility
that was hit by Hurricane Katrina, which needs renovation and
infrastructure, and for which Lauderdale County has just now
applied to the state bureaucracy for money to fund its part of
the deal.

"This project must be sent back to the drawing board," Mr.
Peterson tells Judge Gropper.  "The Debtors are trying to leap
into this venture without even attempting to satisfy their
obligation to bargain with the Union about the decision and they
expect to spend $30 million for a damaged facility in an area
that is still cleaning up from two major hurricanes," he
explains.

Pursuant to the National Labor Relations Act, the UAW is the
exclusive representative and collective bargaining agent for more
than 400 production and maintenance workers at the Granite City
plant.

(2) Smith Steel Workers

The Smith Steel Workers D.A.L.U. 19806 argues that the Debtors
disclose no specific contracts requiring establishment of a new
facility.

Marianne Goldstein Robbins, Esq., at Previant, Goldberg, Uelmen,
Gratz, Miller & Brueggeman, s.c., in Milwaukee, Wisconsin, notes
that the Debtors already have a facility in Madison, Mississippi.
The Debtors have also obtained Court approval to purchase a
facility in Canton, Georgia.  Therefore, there is no sound
business reason for the proposed investment.

Given the magnitude of the investment, Ms. Robbins asserts that
the Debtors' notice is inadequate to allow full evaluation of the
project.  There is no information concerning why "yet an
accelerated facility area is required, justifying a lease
agreement and capital investments in leased property well above
the cost of the lease itself."

Ms. Robbins argues that the Debtors have not met their burden of
establishing that the $11,500,000 expenditure for financing the
Expansion Project is fair or reasonable.  Accordingly, "the
Debtors' good faith in seeking to enter the Meridian Agreement is
questionable."

"The Smith Steel Workers are concerned that the proposal to
establish a new manufacturing facility through lease of real
property and renovation and expansion of a manufacturing facility
would be used to justify Debtors' claimed inability to meet their
contractual obligation to the Union's members and retirees, while
not providing adequate benefit or added financial return to the
Union's members, retirees or other creditors to justify the
expenditure and investment," Ms. Robbins explains.

                        Debtors Respond

Anup Sathy, Esq., at Kirkland & Ellis LLP, in New York, points
out that the Meridian Agreement and the Lease Agreement provide
the Debtors with needed manufacturing capacity at highly
favorable terms.

"The Unions have failed to comprehend such benefits, and have
based their Objections on a host of misinterpreted facts," Mr.
Sathy maintains.

Mr. Sathy assures Judge Gropper that the Debtors conducted a
thorough analysis of their present and future needs for the
Meridian Property and of all relevant risks and costs associated
with the undertaking.

To meet existing customer commitments, the Debtors must commence
the Project within the next few months, and order the requisite
steel within the next few weeks.  In addition, the Debtors' newly
acquired 3,000-ton stamping press is scheduled to be delivered
from Germany to the Meridian Facility in April 2006.  If the
Meridian Facility is not ready by that time, the Debtors will
incur significant storage costs for the stamping press, estimated
at several thousand dollars per week.

Mr. Sathy tells the Court that it is critical that the Debtors
receive authorization to consummate the transaction promptly so
that the parties may begin their work on the Meridian Property.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


UAL CORP: Appellate Court Upholds Ruling on Plan Termination
------------------------------------------------------------
As previously reported in the Troubled Company Reporter, the
Association of Flight Attendants-CWA, AFL-CIO, took an appeal of
the order issued by Judge Der-Yeghiayan of the U.S. District Court
for the Northern District of Illinois affirming the Bankruptcy
Court's approval of the settlement agreement between UAL
Corporation and its debtor-affiliates and the Pension Benefit
Guaranty Corporation regarding the termination of the Debtors'
pension plans to the U.S. Court of Appeals for the Seventh
Circuit.

The Seventh Circuit panel of judges composed of Judges William
Joseph Bauer, Daniel Anthony Manion, and Ann Claire Williams
issued an opinion on Nov. 1, 2005.

                          The PBGC

The Seventh Circuit Panel noted that the PBGC self-finances its
mission through four sources of income:

     1) insurance premiums from current sponsors of active
        plans;

     2) assets from terminated plans taken over by PBGC;

     3) recoveries from former sponsors of terminated plans; and

     4) the PBGC's investments.

The PBGC confronts a $23,000,000,000 deficit while paying pension
benefits to 1,000,000 recipients and insuring pensions for
42,000,000 other individuals.

Accordingly, a "specter of a future bailout looms," Judge Manion
relates.

To ensure the PBGC's financial soundness, Congress authorized the
PBGC to terminate a failing plan to reduce the exposure to
mounting liabilities.

                  AFA Misapprehends Agreement

AFA argued that the settlement agreement between the PBGC and the
Debtors should not have been approved because the AFA was
excluded from negotiations and the termination decision.

The Seventh Circuit, however, finds that the AFA "misapprehends
the nature of what the agreement settled."

According to Judge Manion, the PBGC Agreement settled matters
between the Debtors and the PBGC.  It did not settle the Debtors'
request to reject their collective bargaining agreement with the
AFA and to terminate the Flight Attendant Plan, which request was
filed pursuant to Section 1113(c) of the Bankruptcy Code and
Section 1341(c) of the Labor Code.

The Debtors withdrew that request, Judge Manion continues.
Consequently, whether the Debtors can reject their CBA with AFA
and thereby terminate the Flight Attendant Plan is an unresolved
question, and not a settled one.

Judge Manion further says the PBGC Agreement did not terminate
the Plan, but permitted the PBGC to determine whether the Plan
should be terminated.  It simply provided for the PBGC to
initiate a review to determine whether the PBGC should terminate
the Plan under Section 1342 of the Labor Code -- an
administrative process that is wholly separate from Section
1341(c), and unrestrained by the terms of collective bargaining
agreements.

Accordingly, the Bankruptcy Court's approval of the PBGC
Agreement did not impermissibly settle litigation to which AFA
was a party, the Seventh Circuit Panel holds.

                   Path Taken is Appropriate

Judge Manion notes that the PBGC can terminate a plan
irrespective of a collective bargaining agreement.  Therefore,
the AFA's contention that the PBGC Agreement should have been
rejected because the Debtors "trampled over the collective
bargaining framework," lacks standing.

"Despite AFA's protestations, the path taken by the Debtors and
the PBGC was entirely appropriate," Judge Manion maintains.

The Seventh Circuit Panel holds that the Debtors did not:

   -- unilaterally modify the CBA, nullify judicial review, nor
      violate their duties to bargain in good faith with the
      exclusive representative of their flight attendants over
      terms and conditions of their employment;

   -- bargain with the PBGC as if the PBGC was a labor
      representative of the Debtors' flight attendants; and

   -- establish an agreement to rival the CBA.

                        No Follow-on Plan

The AFA contested the provision of the PBGC Agreement that sets a
five-year moratorium on the Debtors establishing new plans from
the date that they exit bankruptcy -- a date still to be
determined.

Judge Manion points out that when the PBGC takes a failed plan
off an employer's hands, the PBGC generally does not want the
employer and a union to turn around and immediately create a new,
"follow-on" plan.  The PBGC, therefore, works to prevent the
premature creation of new plans to protect itself and its
mission.

That is why the PBGC included the moratorium in its agreement
with the Debtors, Judge Manion explains.

While the end date for the moratorium is still to be determined,
it will, under the current terms of the agreement, be no sooner
than the fall of 2010.  The CBA, on the other hand, currently
becomes amendable on January 7, 2010.

As of that amendable date, Judge Manion says, the Debtors and the
AFA could, theoretically, start a new pension plan under a
renegotiated CBA.

AFA complained that the Debtors, by assenting to the moratorium,
have impermissibly modified the CBA.

"Not so," Judge Manion rules.  "The CBA does not call for a new
plan to be established within what is now the moratorium period.
It is all a matter for future negotiations."

Therefore, the AFA's complaint is entirely speculative, Judge
Manion says.

             Panel Affirms Bankruptcy Court Judgment

The Seventh Circuit Panel says it sees "no reason to disturb the
bankruptcy court's approval of the United-PBGC settlement
agreement."

Pursuing negotiations and having the PBGC consider terminating a
plan under Section 1342 is a permissible alternative to the
Sections 1113(c) and 1341(c) termination process, Judge Manion
rules.  The Debtors simply followed this available alternative,
and AFA's complaints about the Debtors' actions do not merit
reversal.

However, Judge Manion notes that the AFA will have its day in
court.  By enacting Section 1303(f) of the Labor Code, Congress
has provided an avenue for challenging the PBGC action, and the
AFA has taken full advantage of that Section 1303(f) opportunity
through its lawsuit against the PBGC.

AFA's Section 1303(f) lawsuit is pending before the United States
District Court for the District of Columbia.

A full-text copy of the Seventh Circuit Panel's Decision is
available for free at:

     http://bankrupt.com/misc/7thcircuitopinion.pdf

                         AFA's Statement

Following the court's ruling, AFA remains resolute in its
assertions that pension law was violated with the termination of
the Flight Attendant Pension Plan.

"We continue to fight for the Flight Attendant's day in court and
the appellate court agreed that day will come," said AFA United
President Greg Davidowitch.

"Everyone knows termination of the Flight Attendant Pension Plan
is wrong.  The PBGC must be held to answer for its actions in
terminating the Flight Attendant Pension Plan," Davidowitch
continued.  "The Seventh Circuit decision doesn't affect our
primary case against the PBGC.  We continue to challenge the
agency's actions stemming from its backroom deal with United
Airlines that destroyed the retirement security of 28,000 Flight
Attendants."

In AFA's case against the PBGC, the U.S. District Court for the
District of Columbia has scheduled brief submissions through
Friday, Nov. 18, 2005.

More than 46,000 Flight Attendants, including the 19,000 Flight
Attendants at United -- http://www.unitedafa.org/-- join together
to form AFA, the world's largest Flight Attendant union.  AFA is
part of the 700,000 member strong Communications Workers of
America, AFL-CIO.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Hiring 2,000 New Flight Attendants for 2006
-----------------------------------------------------
United Airlines will hire 2,000 flight attendants to fly its
expanded international routes as it aims to exit chapter 11
protection in February next year.  This is the first time the
company has added to its flight attendant ranks since the Sept. 11
terrorist attacks four years ago.

The carrier started accepting applications on Nov. 13 exclusively
at united.com/flightattendant for positions based in Chicago and
Washington, D.C.  Training is set to start in early 2006.

"We have essentially completed our restructuring, and we are in a
much better position to compete," said Pete McDonald, executive
vice president and chief operating officer.  "United is moving
forward, and we're creating opportunities for our current
employees and those interested in being part of United."

"We're looking for people who have a passion for customer service
as well as a commitment to safety," said Jane Allen, senior vice
president of Onboard Service.  "Our flight attendants play a key
role in shaping our customers' travel experience, and we're
looking for men and women that can build on the successful work
that our flight attendants do today."

The attributes essential for new hires were developed through
collaboration with active United flight attendants.  The company
conducted internal surveys and focus groups that provided the
basis for the company's recruitment efforts, which will target
candidates who have skill or experience in superior customer
service, flexibility, good interpersonal and communication skills,
teamwork, cultural sensitivity, integrity, dependability, and
conscientiousness, as well as those who exhibit a professional
image.

United, which marked the 75-year anniversary of the flight
attendant profession earlier this year, offers one of the most
extensive flight attendant training programs in the industry.
The seven-week curriculum covers customer service, emergency
procedures and first aid, aircraft equipment, food and beverage
service, as well as an overview of United's business.  The company
expects to begin training on Jan. 9, 2006.

Upon applying online, applicants will receive immediate feedback
whether or not they will proceed to a face-to-face interview.
The interviews will take place in both Chicago and Washington.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNITED RENTALS: Lenders Agree to Wait Until Mar. 31 for Financials
------------------------------------------------------------------
United Rentals, Inc. (NYSE: URI) reported on Nov. 11, 2005, that
the lenders under its secured credit facility have agreed to allow
the company until Mar. 31, 2006, to provide 2004 audited financial
statements and final financial statements for 2005 interim
periods.  This agreement is consistent with the previously
announced consent by the company's bondholders.

The company has delayed reporting final results for 2004 and 2005
interim periods to allow time to review matters relating to:

    * the SEC inquiry of the company and complete restatements of
      self-insurance reserves for 2000 through 2003 and the first
      nine months of 2004,

    * income tax provisions prior to 2004, and

    * sale-leaseback transactions for 2000 through 2002.

United Rentals, Inc. -- http://www.unitedrentals.com/-- is the
largest equipment rental company in the world, with an integrated
network of more than 740 rental locations in 48 states, 10
Canadian provinces and Mexico.  The company's 13,500 employees
serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 600 different types of equipment with a total original
cost of $3.96 billion.  United Rentals is a member of the Standard
& Poor's MidCap 400 Index and the Russell 2000 Index(R) and is
headquartered in Greenwich, Connecticut.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2005,
Moody's Investors Service confirmed the ratings of United Rentals
(North America) Inc. and its related entities; Corporate Family
Rating at B2 and Speculative Grade Liquidity Rating at SGL-3.  The
rating outlook is negative. The confirmation concludes a review
for possible downgrade that was initiated on July 14, 2005 related
to risks associated with ongoing accounting investigations at the
company.


US AIRWAYS: Exchanges Common Stock for America West's Senior Notes
------------------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) has repurchased from
noteholders approximately $250 million in principal amount at
maturity of America West Airlines, Inc.'s 7.25% senior
exchangeable notes due 2023.  Other than a modest payment for
accrued interest, the transaction does not result in a cash outlay
for the Company; rather the notes were exchanged for US Airways
common stock.  Specifically, the Company exchanged 16 shares of
US Airways Group common stock per $1,000 principal amount at
maturity for an aggregate of approximately 4.2 million shares.

Following the exchange there were approximately 82 million primary
shares of common stock outstanding.

The amount of notes exchanged represented approximately 99 percent
of the outstanding principal amount and were repurchased at the
option of the noteholders in accordance with their terms following
the merger with America West Holdings Corp.  The notes were
originally issued in July 2003 and represented $87 million in debt
on the Company's balance sheet.  The reduction of debt will lower
interest expenses by $6.9 million annually.

"This transaction represents another step in the right direction
for our airline as we continue to build a firm foundation for our
future," said US Airways Chief Financial Officer Derek Kerr.
"Converting debt to equity further strengthens our balance sheet
while reducing annual interest expenses."

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 110; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Releases Third Quarter 2005 Financial Results
---------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC) reported a third quarter
2005 net loss of $87 million.  This compares to a net loss of
$29 million or $1.92 per diluted share for the same period last
year.  The Company's third quarter 2005 results include a number
of special charges primarily due to merger-related aircraft
transactions.  Excluding special items, the Company reported third
quarter 2005 consolidated net loss of $23 million versus a net
loss excluding special items of $46 million in the third quarter
of 2004.

US Airways Group Chairman, CEO and President Doug Parker stated,
"The biggest news from our third quarter 2005 was the completion
of the US Airways/America West merger, and obviously our third
quarter results do not yet include any of the expected positive
effects from that merger.  Like all airlines, we continue to face
record high fuel prices but we were very pleased with our unit
revenue performance in the quarter.  Looking forward, we are
encouraged by the planned reductions in capacity announced by a
number of our competitors."

"While it is still very early, we are extremely pleased with the
progress made on integration thus far.  Our employees are doing an
excellent job of taking care of our customers, much work has
already been done on the operational integration and we are
tracking well against our synergy, or profit improvement,
objectives.  Consistent with the financial projections we
disclosed during the merger process, we continue to believe that
the new US Airways will be profitable in 2006, excluding one-time
merger-related transition costs."

               US Airways and America West Results

Though not included in the Company's consolidated results,
except for four days after the merger closed (Sept. 27-30),
US Airways, Inc., reported net income of $584 million for its
third quarter 2005, which included a non-cash gain of $664 million
related to the Company's recent reorganization.  Excluding the
reorganization gain, US Airways, Inc. reported a net loss of
$80 million for the third quarter 2005.

America West Airlines, Inc., reported a net loss of $71 million
for the third quarter 2005.  Excluding special items, America
West's net loss for the third quarter was $7 million.

                  Revenue and Cost Performance

Revenue for the new US Airways Group increased 36.4 percent
during third quarter 2005 compared to the same period last year
largely due to the merger and improving unit revenues.  On a
standalone basis, mainline passenger revenue per available seat
mile (PRASM) for America West Airlines increased 16.9 percent
during the third quarter 2005 compared to the same period last
year, and 5.5 percent for US Airways, Inc. for the same period.

US Airways Group's operating expenses during its third quarter
2005 increased 44.7 percent compared to the prior year, driven by
the merger and a 45.5 percent increase in average fuel price.  On
a standalone basis, mainline unit costs excluding special items,
fuel and gains realized on fuel hedging increased 5.0 percent at
America West Airlines and declined 17.5 percent at US Airways,
Inc.

                            Liquidity

As of Sept. 30, 2005, the Company had $2.2 billion in total cash
and investments, of which $1.4 billion was unrestricted.  Since
the quarter ended, the Company's cash position has increased as a
number of merger-related transactions closed after September 30.
As of Oct. 31, 2005, the Company's total cash and investments was
$2.6 billion, of which $1.7 billion was unrestricted.

                       Integration Update

The Company has achieved several integration milestones,
including:

     -- Successfully integrated America West and US Airways on
        day one without any significant issues.

     -- Combined 16 of the new airline's 38 common-use airports;
        all but seven airport operations will be combined by end
        of year.

     -- Completed the first phase of the new airline's code-
        share, resulting in 215 city pairs now available for
        purchase.

     -- Combined frequent flyer programs allowing customers to
        "earn and burn" miles on both airlines.

     -- Offered elite members in either program unlimited
        complimentary upgrades to First Class, when available, on
        both airlines.

     -- Combined airline club programs allowing fully reciprocal
        club access on both airlines.

     -- Synchronized customer related policies including
        elimination of Saturday night stays, and simplified the
        operation by eliminating the transport of hazardous
        materials and animals in cargo.

     -- Began work to transition to one single reservation system
        for the combined airline, which will be the EDS
        reservation system currently used by the former America
        West.

     -- Reduced director and above management headcount by 31
        percent.

     -- Signed a lease for an additional 148,000 square feet
        building in Tempe to house a variety of functions for the
        combined airline starting in April 2006.

     -- Began to work with the Federal Aviation Administration to
        move both airlines to one operating certificate over the
        course of 24 months.

             Analyst Conference Call/Webcast Details

An archive of US Airways' earnings call webcast and podcast is
available in the Public/Investor Relations portion of the
airline's Web site through Nov. 18, 2005.

A full-text copy of US Airways' third quarter 2005 financial
report on Form 10-Q filed last week with the Securities and
Exchange Commission is available at no charge at
http://ResearchArchives.com/t/s?2de

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 110; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Wants Plan Injunction Modified to Settle Claims
-----------------------------------------------------------
After the effective date of the plan of reorganization of
US Airways, Inc., and its debtor-affiliates, many claimants asked
the Debtors to modify the automatic stay, and subsequently the
Plan Injunction, to pursue their Claims solely to the extent of
available insurance proceeds.

The Reorganized Debtors maintain Insurance Policies that cover
most, if not all, of the Claims, subject to deductible
limitations and other policy limitations.  The majority of the
Insurance Policies provide first dollar coverage, meaning the
Reorganized Debtors do not pay a deductible prior to the
insurance coverage taking effect.  Only a few Insurance Policies,
primarily automobile liability policy and baggage claim policy,
require the Reorganized Debtors to pay a deductible.

The Reorganized Debtors do not want to respond to each request to
modify the Plan Injunction on an ad hoc basis.  At the
Reorganized Debtors' request, Judge Mitchell modifies the Plan
Injunction to permit:

   (a) certain Pre-Confirmation Litigation Claims to proceed to
       settlement or judgment solely to the extent of any
       available insurance proceeds; and

   (b) the Debtors' insurers to pay defense costs and settled or
       adjudicated Claims, to the extent that the Plan Injunction
       has been modified for the Claims.

In addition, Judge Mitchell of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorizes the Reorganized Debtors to
enter into stipulations to release the Claims.

Douglas M. Foley, Esq., at McGuireWoods, in McLean, Virginia,
relates that pursuant to the proposed Plan Injunction
Stipulation, the Reorganized Debtors will modify the Plan
Injunction if the Claimant will release the Reorganized Debtors
from all claims and withdraw any filed claims.  The Claimants may
proceed against the Reorganized Debtors in name only and recover
solely from available insurance coverage.  However, Global
Aerospace, Inc., and other insurers will maintain all rights,
remedies and defenses under their insurance policies.

Prior to filing, the Reorganized Debtors will serve a copy of the
Plan Injunction Stipulation via facsimile on:

   * counsel for the applicable insurance carriers,
   * the insurance carriers, and
   * the Office of the United States Trustee.

If no objection is received within five business days, the
Reorganized Debtors will file the Plan Injunction Stipulation
with the Court, whereby it will become final without further
Court order.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 109; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VARELA ENTERPRISES: Court Confirms 2nd Amended Reorganization Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona confirmed
Varela Enterprises Inc.'s Second Amended Plan of Reorganization on
Nov. 7, 2005.

Individuals holding allowed priority claims arising from
prepetition deposit of up to $2,225 for the purchase, lease, or
rental of property or service for personal, family or household
use, will be paid without interest over three months from the
effective date of the Plan.

GMAC's $45,763 claim plus 4% interest, secured by a 2003 Cadillac
Escalade and a 2003 Cadillac Escalade, is being paid according to
the lease contract.  GMAC will retain its security interest in the
vehicle until paid in full.  GMAC's second claim, amounted to
$24,156, secured by 2002 Cadillac Escalade, was paid in full upon
purchase of the vehicle at the end of the lease dated May 2, 2005.

All general unsecured residential construction and vendor claims
against the Debtor will be paid in full the amount of their
allowed claims within three years from the effective date of the
Plan.

J. P. Sandoval, M.P. Sandoval, and Henry Varela II's unsecured
claims against the Debtor, totaling $967,695, will be paid in full
after all other unsecured claims have been satisfied.

Headquartered in Moorpark, California, Varela Enterprises Inc., a
subcontractor for Varela Manufacturing Company, LLC, holds a
license to use the patented "E systems" construction process for
producing prefabricated buildings.  The Debtor filed for Chapter
11 protection on May 21, 2004 (Bankr. D. Ariz. Case No. 04-00725).
Robert M. Cook, Esq. at the Law Offices of Robert M. Cook,
represent the Debtor in its restructuring efforts.  When it sought
chapter 11 protection, the Debtor reported between $10  million to
$50 million and debts between $1 million to $10 million.


WACHOVIA BANK: Moody's Lowers $2 Mil. Class RC's Rating to Ba3
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two classes
and affirmed or confirmed the ratings of twenty classes of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2004-WHALE 4 as:

   -- Class A-1, $510,812,204, Floating, affirmed at Aaa
   -- Class A-2, $204,794,000, Floating, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $44,778,000, Floating, affirmed at Aa1
   -- Class C, $26,340,000, Floating, affirmed at Aa2
   -- Class D, $18,438,000, Floating, affirmed at Aa3
   -- Class E, $15,804,000, Floating, affirmed at A1
   -- Class F, $15,804,000, Floating, affirmed at A2
   -- Class G, $18,438,000, Floating, affirmed at A3
   -- Class H, $23,706,000, Floating, confirmed at Baa1
   -- Class J, $39,510,000, Floating, confirmed at Baa2
   -- Class K, $31,608,000, Floating, downgraded to Ba2 from Baa3
   -- Class GP-1, $9,148,809, Floating, affirmed at Baa3
   -- Class GP-2, $13,723,213, Floating, affirmed at Ba1
   -- Class FA, $5,000,000, Floating, affirmed at Baa3
   -- Class PII, $4,544,271, Floating, affirmed at Ba1
   -- Class CW, $5,000,000, Floating, affirmed at Ba1
   -- Class PP, $4,000,000, Floating, affirmed at Ba1
   -- Class BS, $2,000,000, Floating, affirmed at Baa3
   -- Class MS, $2,000,000, Floating, affirmed at Baa3
   -- Class RC, $1,986,932, Floating, downgraded to Ba3 from Baa3

As of the Oct. 17, 2005, distribution date, the transaction's
aggregate balance has decreased by approximately 9.6% to $997.4
million from $1.1 billion at securitization.  The Certificates are
collateralized by 11 loans ranging from 3.5% to 20.7% of the pool,
with the top 3 loan exposures representing 54.6% of the pool.  Two
loans have paid off since securitization, the Kadima Medical
Office Portfolio Loan ($65 million) and the Brook Arbor Apartments
Loan ($13 million).

In addition, the Gale Bellemead Portfolio Loan ($196.7 million -
20.7%), the Prime Outlets Portfolio II Loan ($68.2 million - 7.2%)
and the Ritz-Carlton - New Orleans Loan have experienced partial
prepayments due to the release of collateral.  The trust has not
experienced any losses since securitization and there are no loans
in special servicing.

On Sept. 1, 2005 Moody's placed Classes H, J, K and RC on review
for possible downgrade due to concerns regarding the Ritz-Carlton
- New Orleans Hotel which suffered substantial damage due to
Hurricane Katrina.  Moody's had extensive discussions with the
master servicer regarding the current status of this property and
received performance information for the entire pool.  The master
servicer provided full-year 2004 operating performance for 100% of
the pool and partial-year 2005 operating performance for 68.4% of
the pool.  With the exception of the Ritz-Carlton - New Orleans
Loan, all of the loans are performing as expected.  The downgrade
of Classes K and RC is due to the downgrade of the shadow rating
of the Ritz-Carlton - New Orleans Loan.

The Ritz-Carlton - New Orleans Loan represents the senior
participation interest in an $88 million first mortgage loan. The
trust balance consists of a pooled portion ($66 million - 6.9%)
and a non-pooled portion ($2 million), which is the security for
Class RC.  The loan is secured by a mixed-use complex consisting
of:

   * a 527-room Ritz-Carlton Hotel,
   * a 230-room Iberville Suites Hotel,
   * a 20,600 square foot spa,
   * a 23,000 square foot retail area, and
   * a 303-car parking garage.

In June 2005, a 2,800 square foot penthouse residential unit was
released from the loan, resulting in a $444,000 prepayment of the
participation interest.  The property is located on the western
border of the French Quarter near the New Orleans CBD.

The property is closed due to substantial damage from Hurricane
Katrina and is not anticipated to reopen before late 2006.
Current estimates of the cost of repairs and property improvements
are between $40.0 and $50.0 million.  All costs related to the
restoration of the property are expected to be reimbursed by
insurance.

In addition to full property coverage, the property has 18 months
of full business interruption insurance and an additional 12
months of partial business interruption insurance.  Although it is
expected that the property will be fully restored from the damage
caused by Katrina, the outlook for the recovery of the New Orleans
convention and tourism industry is uncertain at this time.

Moody's initial analysis reflected a stable hotel market and
stabilized property performance.  Due to the uncertainty of
projecting the overall hotel market performance for New Orleans as
well as the expected performance for the Ritz-Carlton property,
Moody's current analysis reflects a higher risk profile for this
loan than at securitization.  The loan matures in April 2006 and
the borrower has three one-year extension options.

The loan is sponsored by:

   * AIG SunAmerica Assurance Company (Moody's backed insurance
     financial strength rating Aa2; stable outlook); and

   * Quorum Hotels and Resorts.

The property is also encumbered by a $37.0 million mezzanine loan.
Moody's current shadow rating of the pooled trust balance is Ba2,
compared to Baa2 at securitization.

The pool collateral is a mix of:

   * office (76.3%),
   * retail (13.6%),
   * multifamily (3.4%), and
   * lodging (6.7%).

The collateral properties are located in eleven states.  The
highest state concentrations are:

   * New York (54.2%),
   * New Jersey (13.4%),
   * Louisiana (6.8%),
   * Michigan (6.8%), and
   * Florida (6.0%).

All of the loans are floating rate.


WELLS-GARDNER: LaSalle Grants 3rd Quarter Waiver of Loan Covenant
-----------------------------------------------------------------
Wells-Gardner Electronics Corporation (Amex: WGA) reported on
Nov. 11, 2005, that LaSalle Bank of Chicago had granted the
Company a waiver for the third quarter minimum EBITDA covenant and
has modified the minimum EBITDA covenant for the first and second
quarters 2006.  The Waiver and Fifth Amendment to Loan Security
Agreement will be filed as an exhibit to the Company's Form 10-Q
for the third quarter 2005.

"We are pleased that LaSalle Bank is working with us," noted Jim
Brace, Wells-Gardner's Vice President and Chief Financial Officer.
"We continue to expect to be profitable in 2006 and to maintain
our leading global market share in video display products
including LCDs to the gaming industry."

Founded in 1925, Wells-Gardner Electronics Corporation is a
distributor and manufacturer of color video monitors and other
related distribution products for a variety of markets including,
but not limited to, gaming machine manufacturers, casinos, coin-
operated video game manufacturers and other display integrators.
During 2000, the Company formed a 50/50 joint venture named Wells-
Eastern Asia Displays to manufacture video monitors in Malaysia.
In addition, the Company acquired American Gaming & Electronics,
Inc., a leading parts distributor to the gaming markets, which
sells parts and services to over 700 casinos in North America with
offices in Las Vegas, Nevada, Egg Harbor Township, New Jersey and
McCook, Illinois.  AGE also sells refurbished gaming machines on a
global basis as well as installs and services some brands of new
gaming machines in casinos in North America.


WHOLE AUTO: Fitch Upgrades Class D Notes to BBB from BB
-------------------------------------------------------
Fitch Ratings upgrades four classes from two Whole Auto Loan Trust
transactions:

   Whole Auto Loan Trust 2002-1

     -- Class B notes to 'AAA' from 'AA'.

   Whole Auto Loan Trust 2004-1

     -- Class B notes to 'AA' from 'A+';
     -- Class C notes to 'A+' from 'BBB+';
     -- Class D notes to 'BBB' from 'BB'.

The rating upgrades are a result of:

     * increased available credit enhancement in excess of
       stressed remaining losses, and

     * current principal allocation and expected future cashflows.

The collateral continues to perform within Fitch's base case
expectations.  Currently, under the credit enhancement structure,
the securities can withstand stress scenarios consistent with the
upgraded rating categories and still make full payments of
interest and principal in accordance with the terms of the
documents.

As before, the ratings reflect the quality of DaimlerChrysler
Services North America LLC, Ford Motor Credit Company, General
Motors Acceptance Corporation, and Volvo Finance North America,
Inc. retail auto loan originations, the sound financial and legal
structure of the transaction, and the strength of servicing
provided by DCS, Ford, GMAC, and Volvo.


WINN-DIXIE: Court Approves New $2.3 Million AFCO Finance Pact
-------------------------------------------------------------
As part of their insurance obligations, Winn-Dixie Stores, Inc.,
and its debtor-affiliates want to finance $9,722,145 in insurance
premiums for property insurance obtained from a number of
insurers.  In this regard, Winn-Dixie Stores, Inc., and its
debtor-affiliates sought and obtained authority from the U.S.
Bankruptcy Court for the Middle District of Florida to enter into
a postpetition commercial premium finance agreement with AFCO
Premium Credit LLC.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, relates that pursuant to the Premium
Finance Agreement, the Debtors will be required to make a
$3,402,751 down payment.  Thereafter, the Debtors will be
required to make eight monthly payments of $802,247.

Furthermore, the Debtors sought and obtained the Court's approval
for these provisions in connection with the Premium Finance
Agreement:

    (a) AFCO will be granted a first and only priority security
        interests in:

        * any unearned premiums and dividends, which may become
          payable under the Policies for whatever reason; and

        * loss payments, which reduce the unearned premiums,

        subject to any mortgage or loss payee interests and
        subject and subordinate to the senior rights of the
        Debtors' postpetition secured lender;

    (c) The Debtors are authorized to pay AFCO all sums due
        pursuant to the Premium Finance Agreement with respect to
        the Policies;

    (d) AFCO's rights pursuant to the Premium Finance Agreement
        and controlling state law are fully preserved and
        protected, and will remain unimpaired by the pendency of
        the bankruptcy case or any subsequent conversion of the
        proceeding to Chapter 7 or any subsequent appointment
        of a trustee; and

    (e) In the event that the Debtors default on any of the terms
        of the Premium Finance Agreement, then without further
        delay the automatic stay will be lifted without further
        application to the Court to allow AFCO to cancel the
        Policies, unless the Debtors cure the default.

The Debtors also sought and obtained the Court's permission to
enter into additional premium finance agreements as necessary
during the pendency of their Chapter 11 cases.  Ms. Jackson notes
that in addition to the policies underlying the Premium Finance
Agreement, the Debtors are currently parties to several insurance
financing commitments with AFCO that cover these other insurance
policies:

    a. Liability and Workers Compensation Insurance Policies

       -- July 1, 2004 to July 1, 2005 policy
       -- 11 installments of $651,918 each due on the first of
          each month through June 1, 2005

    b. Aviation Insurance

       -- Nov. 1, 2004, to Nov. 1, 2005, policy
       -- five installments of $26,982 each due on the 30th of
          each month through March 30, 2005

    c. Employment Practices Liability Insurance

       -- Sept. 29, 2004, to Nov. 1, 2005, policy
       -- 11 installments of $133,585 each due on the 29th of each
          month through August 29, 2005

    d. Directors & Officers Liability Insurance

       -- Nov. 1, 2004, to Nov. 1, 2005, policy
       -- 11 monthly installments of $582,835 each due the first
          of each month through Oct. 1, 2005

According to Ms. Jackson, the Debtors' entry into the Premium
Finance Agreement is an ordinary course of business transaction
that they may undertake under Section 363(c) of the Bankruptcy
Code but for the limitations contained in Section 364(c)(2).
Section 364(c)(2) governs postpetition financings.  It provides
that a debtor unable to obtain postpetition financing on an
unsecured basis may obtain financing secured by a lien on
property not otherwise secured in favor of any party.  The
security interests to be granted to AFCO in Unearned Premiums
under any financed insurance policy require Court approval of the
Premium Finance Agreement as a secured financing under Section
364(c)(2), Ms. Jackson says.  "Section 364(c)(2) is satisfied in
[the Debtors'] cases because the Debtors are not able to obtain
unsecured credit to finance the insurance premiums."

The Debtors have determined that the terms offered under the
Premium Finance Agreement are well suited to facilitate their
cash flow management practices.

               New $2.3 Million AFCO Finance Pact

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, relates that the Debtors want to enter into another
premium finance agreement with AFCO, which agreement is similar
in many respects to the initial premium finance agreement.
However, some aspects of the payment terms are different.  Thus,
the Debtors have filed a request to provide full notice to all
interested parties.

Accordingly, the Debtors seek the Court's authority to enter into
another premium finance agreement with AFCO.

The Debtors tell Judge Funk that they want to finance about
$2,300,000 in premiums for fiduciary liability insurance,
fidelity coverage insurance and employment practices liability
insurance.  The insurance coverage was obtained from a number of
insurers and varies in several respects, including its duration.
Although all of the insurance coverage begins on Nov. 1, 2005, the
fiduciary liability policies will provide coverage for a nine-
month period, and the fidelity coverage and employment practices
liability policies will provide coverage for a one-year period.

Under the New Premium Finance Agreement, the Debtors will be
required to make an $800,000 down payment.  Thereafter, the
Debtors will be required to make seven monthly payments of
$216,000 each.

As a condition to entering into the New Premium Finance
Agreement, AFCO requires the Debtors to obtain a Court order
specifically providing, among other things, that:

   (a) AFCO is granted a first and only priority security
       interest in:

       -- any and all unearned premiums and dividends, which may
          become payable under the policies set forth in the
          "Schedule of Policies;" and

       -- loss payments, which reduce the Unearned Premiums,
          subject to any beneficiary, mortgagee, landlord or loss
          payee interests and subject and subordinate to the
          senior rights of the Debtors' postpetition secured
          lender;

   (b) the Debtors are authorized to pay AFCO all sums due
       pursuant to the Agreement with respect to the Policies;
       and

   (c) the full rights of AFCO pursuant to the Agreement and
       controlling state law are fully preserved and protected,
       and will remain unimpaired by the pendency of the
       bankruptcy case or any subsequent conversion of the
       proceeding to Chapter 7 or any subsequent appointment of a
       trustee.

A full-text copy of the Schedule of Policies is available for
free at http://bankrupt.com/misc/ScheduleOfPolicies.pdf

In addition, the Debtors ask the Court to permit them, without
further order, to enter into additional premium finance
agreements that have substantially similar terms to the New
Premium Finance Agreement, subject to certain notice procedures.
The Debtors recognize that the type and duration of coverage, as
well as the premium payable and repayment terms of any additional
agreements may vary.  Nevertheless, the Debtors want to ensure
that, to the extent they may wish to finance other insurance
policies through AFCO or another comparable premium financing
source during the pendency of their bankruptcy cases, they will
be able to do so as efficiently as possible.

Mr. Baker asserts that the Debtors' decision to finance the
premiums rather than pay them in full at the commencement of the
policy period is consistent with their cash flow management
practices.  Moreover, the financing offered under the New Premium
Finance Agreement is more favorable to the Debtors' estates than
would be a draw under the Debtors' postpetition financing
facility.  The Debtors have concluded that they would be unable
to obtain unsecured credit in connection with the financing of
the Policies.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Wants Agreement with Settling Insurers Approved
-----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to approve
their settlement agreement with Zurich American Insurance Company,
ACE American Insurance Company, and Underwriters at Lloyd's,
London, FR White Syndicate Number No. 0190 and Wellington
Syndicate No. 2020 c/o Marsh Limited.

Pursuant to the Settlement Agreement, the Settling Insurers will
pay the Debtors an amount covering the Debtors' windstorm and
flood claims arising during the 2004 hurricane season.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, relates that the Debtors maintain property
insurance coverage with several insurers under various policies,
which include a $200,000,000 limit for losses resulting from
named windstorms, with a $10,300,000 deductible.

Ms. Jackson explains that the 2004 Hurricane Season, which
included Hurricanes Charley, Frances, Ivan, and Jeanne, caused
significant windstorm and flood damages to the Debtors'
facilities in Alabama, Florida, Georgia, Mississippi, South
Carolina, North Carolina, Virginia, and the Bahamas.  The
Debtors' 2004 Hurricane Claims included claims for loss of
inventory, extra expense, payroll, water contamination, mold,
real property damage, reconstruction costs, business
interruption, and accounting costs.

Ms. Jackson notes that from October 2004 through September 2005,
the Debtors submitted to their Insurers supporting documentation,
schedules and other materials pertaining to their 2004 Hurricane
Claims.  The Insurers have made interim payments on the Claims,
aggregating around $50,000,000.

Ms. Jackson further informs Judge Funk that XL Insurance is also
one of the Debtors' property insurers.  The Debtors have
commenced litigation against XL Insurance because it has denied
liability for the 2004 Hurricane Claims.

Together with XL Insurance, the Settling Insurers form the second
tier of excess insurance and cover the Debtors' losses of up to
$50,000,000.  The Settling Insurers and XL Insurance share
payment responsibility for the losses:

               Insurer                      Share
               -------                      -----
               ACE                            40%
               Zurich                         20%
               Underwriters at Lloyd's        10%
               XL Insurance                   30%
                                            -----
                                             100%

Specifically, the Settling Insurers and the Debtors have agreed
to settle the 2004 Hurricane Claims for $81,000,000.  However, to
be deducted from the Settlement Amount are:

    (i) the Debtors' $10,300,000 Deductible;

   (ii) the $50,000,000 Interim Payments previously paid; and

  (iii) XL Insurance America Inc.'s disputed $6,210,000 share.

Thus, under the Settlement Agreement, the Settling Insurers will
pay the Debtors $14,490,000 as final and net payment.

In exchange of the Settlement Amount, the Debtors will release
the Settling Insurers from all claims, damages, losses, causes of
action, costs and expenses arising from and in connection with
the 2004 Hurricane Season.

Ms. Jackson asserts that the Settlement Agreement allows the
Debtors to recover a substantial sum under the Settling Insurers'
policies, under terms favorable to the Debtors, and without the
need for further expenditure of unnecessary administrative
expenses, therefore preserving the resources of the Debtors'
estates.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Court Extends LNR Partners' Bar Date Due to Hurricane
-----------------------------------------------------------------
LNR Partners, Inc., acts as special servicer for several holders
of commercial mortgages.  These Mortgages are secured by real
property leased to the Debtors, including 17 leases that were
rejected effective Sept. 30, 2005.

Pursuant to the Court-approved procedures governing Winn-Dixie
Stores, Inc., and its debtor-affiliates' assumption and rejection
of leases, LNR Partners and its counsel have been directed to
file, or review and approve the filing of, rejection claims by
Oct. 31, 2005, or forever be barred from asserting any rejection
claim.

On the morning of Oct. 24, 2005, Hurricane Wilma struck South
Florida.  LNR Partners' offices on Miami Beach, and the offices
of its counsel in Coral Gables were closed on Oct. 24, 25, and
26.  In addition, the counsel's computers did not operate until
mid-morning on October 27.

John W. Kozyak, Esq., at Kozyak Tropin & Throckmorton, P.A., in
Coral Gables, Florida, tells the U.S. Bankruptcy Court for the
Middle District of Florida that his firm and LNR Partners have
worked diligently, but due to three lost days, are unable to
complete and file the proofs of claims so as to be received by
Logan & Co., by the October 31 Bar Date.

Subsequently, at LNR's request, and with the Debtors' consent,
the Court extends LNR's time to file rejection claims with
respect to these stores:

    * Store No. 2240 -- Oaks Shopping Center
    * Store No. 0883 -- Ponderosa Shopping Center
    * Store No. 0890 -- Knightdale Crossing
    * Store No. 2112 -- Center Stage at Walkertown
    * Store No. 1003 -- North Hills Shopping Center
    * Store No. 1544 -- Bunkie L.A.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


* Paul Ravaris Elected Partner at Corporate Revitalization
----------------------------------------------------------
Corporate Revitalization Partners, LLC, announced that Paul
Ravaris was elected partner with the firm.  He was previously a
director with CRP.

"Paul's restructuring and process improvement experience is a
valuable addition for our clients," said Mark Barbeau, managing
partner, CRP.  "With more than 17 years experience as a consultant
and operations executive, Paul knows how to roll-up his sleeves to
get the job done."

Ravaris' industry experience includes aerospace and defense,
commercial aviation, oil & gas, healthcare, railroads, product
design and manufacturing, distribution and textiles.  Over the
last eight years, he has led and assisted in numerous
restructuring projects both in and out of bankruptcy.

"I am excited to bring my experience to bear for companies that
need a fresh start," said Ravaris.  "Since joining CRP in 2003, I
have had the pleasure of working with some excellent professionals
who work tirelessly on behalf of clients."

             About Corporate Revitalization Partners

Corporate Revitalization Partners LLC - http://www.crpllc.net--  
is a national turnaround management firm.  CRP provides Interim
Management, Operational and Financial Advisory Services,
Bankruptcy Support, Merger, Acquisition and Due Diligence Support
and Financial Restructuring.  CRP professionals have experience in
a broad range of industries, including: Aerospace and Defense,
Business Services, Chemicals and Plastics, Computers and
Electronics, Consumer Products, Fabric/Apparel, Food and Beverage,
Retail, Telecommunications and Transportation, among others.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (27)         120       (4)
Accentia Biophar        ABPI         (8)          34      (20)
AFC Enterprises         AFCE        (44)         216       53
Alaska Comm Sys         ALSK         (9)         589       49
Alliance Imaging        AIQ         (43)         643       42
AMR Corp.               AMR        (729)      29,436   (1,882)
Atherogenics Inc.       AGIX        (98)         213      190
Bally Total Fitn        BFT        (172)       1,461     (290)
Biomarin Pharmac        BMRN       (65)          209      (38)
Blount International    BLT        (201)         427      110
CableVision System      CVC      (2,486)      10,204   (1,881)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL       (463)       1,456       85
Cenveo Inc              CVO         (12)       1,146      127
Choice Hotels           CHH        (165)         289      (34)
Cincinnati Bell         CBB        (672)       1,893      (10)
Clorox Co.              CLX        (532)       3,570     (229)
Compass Minerals        CMP         (83)         686      149
Crown Media HL          CRWN        (64)       1,250     (125)
Deluxe Corp             DLX        (101)       1,461     (297)
Denny's Corporation     DENN       (261)         498      (72)
Domino's Pizza          DPZ        (553)         414        3
DOV Pharmaceutic        DOVP         (3)         116       94
Echostar Comm           DISH       (785)       7,533      321
Emeritus Corp.          ESC        (123)         720      (43)
Empire Resorts          NYNY        (20)          62       (5)
Foster Wheeler          FWLT       (375)       1,936     (186)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (13)       1,026      283
I2 Technologies         ITWO       (153)         386      124
ICOS Corp               ICOS        (67)         232      141
IMAX Corp               IMAX        (34)         245       30
Immersion Corp.         IMMR        (15)          46       29
Indevus Pharma          IDEV       (103)         119       86
Intermune Inc.          ITMN        (30)         194      109
Investools Inc.         IED         (20)          64      (46)
Kulicke & Soffa         KLIC        (44)         365      182
Level 3 Comm Inc.       LVLT       (632)       7,580      502
Lodgenet Entertainment  LNET        (69)         283       22
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (95)       2,989      371
McDermott Int'l         MDR         (53)       1,627      244
McMoran Exploration     MMR         (61)         407      118
NPS Pharm Inc.          NPSP        (55)         354      258
Owens Corning           OWENQ    (8,443)       8,142      976
ON Semiconductor        ONNN       (317)       1,171      300
Qwest Communication     Q        (2,716)      23,727      822
RBC Bearings Inc.       ROLL         (5)         247      125
Riviera Holdings        RIV         (27)         216        5
Rural/Metro Corp.       RURL        (93)         315       56
Rural Cellular          RCCC       (460)       1,367       46
Ruth's Chris Stk        RUTH        (49)         110      (22)
SBA Comm. Corp.         SBAC        (47)         886       25
Sepracor Inc.           SEPR       (213)       1,193      703
St. John Knits Inc.     SJKI        (52)         213       80
Tiger Telematics        TGTL        (46)          20      (55)
US Unwired Inc.         UNWR        (76)         414       56
Unisys Corp             UIS        (141)       3,888      318
Vector Group Ltd.       VGR         (38)         536      168
Verifone Holding        PAY         (36)         248       48
Vertrue Inc.            VTRU        (35)         441      (80)
Worldspace Inc.         WRSP     (1,475)         765      249
WR Grace & Co.          GRA        (574)       3,465      848


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie Martin and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***