TCR_Public/051124.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, November 24, 2005, Vol. 9, No. 278

                          Headlines

ADELPHIA COMMS: Inks Settlement Pact with Terayon Communications
ADELPHIA COMMS: Balance Sheet Upside-Down by $8.12B at Sept. 30
ADELPHIA COMMS: Court Approves Fourth Amended Disclosure Statement
AAMES MORTGAGE: Moody's Lowers Class B Certificates' Rating to Ca
AAIPHARMA INC: Earns $11MM of Net Income for Period Ended Sept. 30

AAVID THERMAL: Earns $2.7M of Net Income for Period Ended Sept. 30
AIRGATE PCS: Moody's Reviews Senior Unsecured Bonds' Caa1 Rating
ALAMOSA INC: Moody's Reviews Senior Unsecured Bonds' Caa1 Rating
ALERIS INT'L: Improved Performance Cues S&P to Lift Rating to BB-
AMERICAN MEDIA: Posts $10.9 Mil. Net Loss in Fiscal Second Quarter

AMERICAN WATER: Laurus Master Issues Default Notice
APRIA HEALTHCARE: Financial Risk Spurs S&P to Pare Credit Rating
ARCHIBALD CANDY: Richard Anglin & Ed Gorlaski to Serve as Advisors
ARMSTRONG WORLD: Court Approves 7th Amendment to DIP Credit Pact
ASSET BACKED: Moody's Rates Class M10 Sub. Certificates at Ba1

ASSOCIATED ESTATES: Moody's Affirms (P)B3 Pref. Stock Shelf Rating
BANC OF AMERICA: Fitch Upgrades Low-B Ratings on Class B Certs.
BASIC ENERGY: Moody's Rates New $215 Million Facilities at Ba3
BASIC ENERGY: S&P Raises Rating on Senior Sec. Loans to B+ from B
BOYDS COLLECTION: Hires Adam Friedman as Communications Consultant

CABLEMAS SA: Fitch Assigns BB- Foreign & Local Currency Ratings
CALPINE CORP: Delaware Court Prohibits Use of Noteholders' Cash
CALPINE CORP: Unfavorable Court Ruling Cues S&P to Review Ratings
CATHOLIC CHURCH: Tucson Wants Qwest Communications' Claim Rejected
CLAYTON HOLDINGS: Moody's Rates Corporate Family Rating at B1

CLAYTON HOLDINGS: Moody's Rates $200 Million Facilities at (P)B1
CATHOLIC CHURCH: Court Okays Four Tucson Tort Claim Settlements
CLEARWATER FUNDING: Moody's Downgrades Class B Notes' Rating to B3
COLLINS & AIKMAN: Will Make Adequate Protection Payments to Mayer
COLLINS & AIKMAN: Lear Corp. Wants to Recoup Prepetition Damages

COLLINS & AIKMAN: WL Ross Balks at Proposed Rule 2004 Probe
COMMODORE APPLIED: Sept. 30 Balance Sheet Upside-Down by $17.7MM
COOPER COS: Industry Niche Prompts S&P to Affirm BB Credit Rating
COVAD COMMUNICATIONS: Chris Dunn Replaces John Trewin as CFO
CREDIT SUISSE: Moody's Lowers Class VII-M-2 Bonds' Rating to Ba2

CREDIT SUISSE: Moody's Rates Class B-3 Sub. Certificates at Ba2
CROSS COUNTRY: S&P Withdraws BB- Credit Rating After Debt Payment
CROWN RESOURCES: Posts $570,000 Net Loss in Quarter Ended Sept. 30
DATAMETRICS CORPORATION: Restructures Debt Obligation with SG DMTI
DELPHI INC: Can Access $2 Billion Under Amended DIP Financing Pact

DELPHI CORP: Can Continue Intercompany Transactions on Final Basis
DELPHI CORP: Can Continue Using Existing Business Forms
DELPHI CORP: Creditors Panel Taps Latham & Watkins as Counsel
DELTA AIR: Sells Two Embraer Aircraft to Provo Air for $1.2 Mil.
DLJ COMMERCIAL: Fitch Shaves Rating on $12.4 Million Certs. to B-

DMX MUSIC: Wants Exclusive Period Stretched to January 16
DOLLAR GENERAL: Earns $64.4 Million of Net Income in Third Quarter
E.DIGITAL CORP: Sept. 30 Balance Sheet Upside-Down by $3.1 Million
EDGAR CLEVELAND: Case Summary & 19 Largest Unsecured Creditors
EPIXTAR CORP: Committee Employs Genovese Joblove as Counsel

EXIDE TECH: U.S. Atty. Says Bankr. Won't Erase $28M Criminal Fines
FALCON PRODUCTS: PBGC Assumes Two of Three Pension Plans
FEDERAL-MOGUL: Gets Court Nod to Sell Lydney Property for $18.8MM
FLYI INC: Asks Court for Injunction Against Utility Companies
FLYI INC: Wants ENA Advisors as Aircraft Finance Consultant

FLYI INC: Wants Mercer Management as Contract Consultant
F. OLIVER HARDY: Case Summary & 20 Largest Unsecured Creditors
FOAMEX INT'L: Court Approves KPMG as Auditors & Accountants
FOAMEX INT'L: Section 345 Deposit Guideline Waived Until Nov. 29
FOAMEX INT'L: Wants to Hire Jefferson Wells as Internal Auditors

FORD MOTOR: Moody's Reviews Low-B Ratings for Possible Downgrade
GARDENBURGER INC: U.S. Trustee Picks 7-Member Creditors Committee
GARDENBURGER INC: Wants Haskell & White as Accountants
GARDENA CALIFORNIA: S&P Chips Rating on Certs. of Participation
GENERAL ELECTRIC: Fitch Affirms Low-B Ratings on $23.7-Mil Certs.

GE CAPITAL: Fitch Keeps Junk Ratings on $12.9 Mil. Cert. Classes
GEORGIA PACIFIC: Noteholders Organize to Negotiate Terms
GMAC COMMERCIAL: Moody's Cuts $2.4MM Class M Certs.' Rating to C
GS MORTGAGE: Fitch Affirms Low-B Ratings on $38.2MM Cert. Classes
HINES HORTICULTURE: Completes $47.8M Sale of Miami-Dade Property

IMPERIAL HOME: Trustee Taps Heiman Gouge as Conflicts Counsel
INTERSTATE BAKERIES: Can Walk Away from Thirteen Unexpired Leases
J2 COMMS: Recurring Losses & Deficits Fuel Going Concern Doubts
JEROME DUNCAN: Court Amends Order Appointing O'Keefe as CRO
JO-ANN STORES: Hunting for New President & Chief Executive Officer

JP MORGAN: Fitch Affirms BB+ Rating on $18MM Class G Certificates
JP MORGAN: Moody's Cuts $21 Mil. Class J Certificates' Rating to C
JP MORGAN: S&P Upgrades Class G Certificate's Rating to BB from B
KULLMAN INDUSTRIES: Brings In Wollmuth Maher as Bankruptcy Counsel
KULLMAN INDUSTRIES: Files Schedules of Assets and Liabilities

KULLMAN INDUSTRIES: Section 341(a) Meeting Slated for December 1
LB-UBS: S&P Lifts Junk Rating on Class T Certificates to B-
LIBERTY MEDIA: Acquisition Plan Prompts S&P to Review Ratings
LONG BEACH: Moody's Reviews Class BV Certificates' B3 Rating
MCI INC: California PUC Approves Verizon-MCI Merger

MCI INC: CFO Robert Blakely to Resign After Verizon Merger Closes
MERCILESS MOVIES: Case Summary & 27 Largest Unsecured Creditors
MEZZ CAP: Fitch Affirms Low-B Ratings on $6.2 Mil. Cert. Classes
MIRANT CORP: Court Approves Bank Claims Settlement Agreement
MIRANT CORP: Newco Unit Gets Court OK to Enter into Oracle License

MIRANT CORP: Objections to Schedule 12 Should Be in by Nov. 29
MMRENTALSPRO: Can Access LaSalle's Cash Collateral Until Dec. 7
MSC-MEDICAL: Weak Performance Spurs S&P's Negative Outlook
NATIONAL ENERGY: Balance Sheet Upside Down by $28 Mil. at Sept. 30
NETWORK INSTALLATION: Buying Spectrum in Stock & Debenture Deal

NORTHWEST AIRLINES: S&P Revises Aircraft-Backed Debt Ratings
NOVA COMMUNICATIONS: Losses & Deficit Fuel Going Concern Doubt
O'SULLIVAN IND: Can Borrow $35 Million from CIT Under DIP Facility
O'SULLIVAN IND: Wants Rick Walters' Salary Increased to $350,000
OWENS CORNING: Wants Court to Approve AIG Settlement Agreement

OWENS CORNING: Court Okays Sale of N.J. Property to Berlin Jackson
PEGASUS SATELLITE: Trust Pays $112 Million in Second Distribution
PERRY ELLIS: Earns $8.1 Million in Third Quarter Ended Oct. 31
PERSISTENCE CAPITAL: Wants Bruinbilt Stopped from Pursuing Award
PEOPLE'S CHOICE: Moody's Rates Class M10 Subordinate Notes at Ba1

PER-SE TECHNOLOGIES: Moody's Rates $485 Mil. Secured Debts at B1
PHARMACEUTICAL FORMULATIONS: Files Chapter 11 Plan in Delaware
PHOTOCIRCUITS CORP: Taps Triax Capital as Investment Bankers
PIER 1: Secures New $325 Million Five-Year Secured Credit Facility
POSITRON CORPORATION: Selling $400K Convertible Notes to IMAGIN

PROVIDIAN GATEWAY: Fitch Upgrades Rating on $25.8MM Class E Notes
RELIABLE AIR: Case Summary & 20 Largest Unsecured Creditors
RH DONNELLEY: Launches $325 Mil. 8-7/8% Senior Bond Tender Offer
RSG MERCHANT: Case Summary & 4 Largest Unsecured Creditors
SAINT VINCENTS: Clarifies Cash Collateral Stipulation Provisions

SECURITIZED ASSET: Moody's Rates Class B-4 Sub. Certs. at Ba1
SECURUS TECHNOLOGIES: Moody's Reviews $154 Mil. Notes' B2 Rating
SEDONA CORP: Sept. 30 Equity Deficit Widens to $6.2 Million
SFX ENTERTAINMENT: Moody's Assigns B1 Ratings on $575 Mil. Debts
SHOPKO STORES: LBO Acquisition Deal Spurs S&P's Watch Negative

SOLUTIA INC: Has Until February 4 to Remove State Court Actions
SOLUTIA INC: Has Until February 9 to Make Lease-Related Decisions
SOUTHWEST RECREATIONAL: Wants Ordinary Course Profs. to Continue
STOCKHORN CDO: Moody's Places Class E Notes' Ba1 Rating on Watch
SUNNY DELIGHT: Weak Credit Measures Cue S&P to Chip Low-B Ratings

SUPERB SOUND: U.S. Trustee Appoints 7-Member Creditors Committee
SUPERB SOUND: Wants Richey Mills as Financial Consultant
TATER TIME: Files Plan of Reorganization in Washington
TEXAS STATE: S&P Junks Rating on $68.3 Million Revenue Bonds
TITAN CRUISE: Obtains More Operating Funds from First American

TRUMAN CAPITAL: Moody's Lowers Class B Certificates' Rating to B2
TRUMP ENTERTAINMENT: Appoints Dale Black as Chief Fin'l Officer
TRUMP HOTELS: Bickering Erupts in Connection With Power Plant Pact
TRUMP HOTELS: Court Lifts Stay for Schlossers to File Late Claim
TRUMP HOTELS: Hiding Behind UPC Rule 11140, Former Shareowners Say

TRUST ADVISORS: Section 341 Meeting Continued to Dec. 12
UNITED FLEET: Court Authorizes Fuqua & Keim as Bankr. Counsel
VARIG S.A.: Brazilian Court Appoints Deloitte as Administrator
VISIPHOR CORP: Completes $3.2 Mil. Sunaptic Solutions Purchase
VISIPHOR CORP: Posts CDN$1.6MM Net Loss in Quarter Ended Sept. 30

WELLSFORD REAL: Closes $176-Mil Sale of Rental Assets to TIAA-CREF
WINDOW ROCK: Files for Chapter 11 Reorganization in California
WINDOW ROCK: Case Summary & 21 Largest Unsecured Creditors
WINN-DIXIE: Auction for Three Georgia Property Is on November 28
WINN-DIXIE: Equity Panel Wants AFCO Finance Agreement Voided

WINN-DIXIE: Equity Panel Wants Settling Insurers' Pact Denied
W.R. GRACE: Hiring Bear Stearns for Project Omega Buy-Out Plan

                          *********

ADELPHIA COMMS: Inks Settlement Pact with Terayon Communications
----------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
permit them to enter into a settlement agreement with Terayon
Communication Systems, Inc.

Terayon was engaged in the business of developing, marketing and
selling cable modem systems.  Throughout 2003 and 2004, Terayon
provided certain Cable Modem Termination System equipment and
related services to Adelphia Communications Corporation.  Terayon
also provided Adelphia with cable modems through direct sales,
and certain video presentation products and services directly and
through distributors.

A dispute developed between the parties relating to the CMTS
products and services, as well as the extent and amount of
upgrades allegedly required to be performed by Terayon.  Unable
to resolve the dispute through business negotiations, on
January 4, 2005, Adelphia filed a lawsuit against Terayon in the
District Court of the City and County of Denver, Colorado.
Adelphia sought declaratory relief and damages, and alleged breach
of contract, unjust enrichment, negligent misrepresentation, and
fraudulent misrepresentation and concealment.

Terayon denied Adelphia's claims and filed counterclaims against
Adelphia.  Adelphia also denied Terayon's counterclaims.  The
parties subsequently stipulated to dismissal of the modem-related
counterclaims.

To facilitate a compromise to the Claims and Counterclaims, the
parties participated in mediation facilitated by former Colorado
Supreme Court Justice Howard Kirshbaum of the Judicial Arbiter
Group, Inc.  As a result of good-faith, arm's-length negotiation,
the mediation resulted in a proposed settlement.

The principal terms of the Settlement Agreement are:

    (a) Terayon will pay to Adelphia:

        -- $3,000,000 in cash;
        -- $750,000 worth of Terayon DM 6400 video products; and
        -- $750,000 worth of Terayon TJ 716 modems.

    (b) Adelphia will make available for pick up the unused Spare
        Parts.

    (c) The parties exchange mutual releases and covenants not to
        sue.

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


ADELPHIA COMMS: Balance Sheet Upside-Down by $8.12B at Sept. 30
---------------------------------------------------------------
Adelphia Communications Corporation delivered its quarterly report
on Form 10-Q for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 17, 2005.

Cable revenue increased $55 million, or 5%, to $1,09 billion
during the three months ended September 30, 2005, as compared to
the same period in 2004.

Corporate and other revenue includes revenue from the Company's
security monitoring business and our long-distance telephone
resale business.  Corporate and other revenue decreased primarily
due to the February 2005 sale of substantially all of the
Company's security monitoring business.  The Company recorded
$1.88 million of corporate and other revenue for the quarter
ending September 30, 2005.

Direct operating and programming costs increased $7 million, or
1%, to $680.61 million during the three months ended September 30,
2005 as compared to the same period in 2004.

The Company incurred costs that, although not directly related to
the Chapter 11 filing, are related to the investigation of the
alleged actions of Rigas Management, efforts to comply with
applicable laws and regulations and the Sale Transaction.  These
expenses include re-audit, legal and forensic consulting fees
and employee retention costs, and aggregated $16 million and
$23 million for the three months ending September 30, 2005, and
2004.  The decrease in these expenses was primarily due to a
decline in re-audit related fees, partially offset by an increase
in employee retention costs.

The Company reported $146.56 million net loss for the quarter
ending September 30, 2005.  At June 30, 2005, the Company's
balance sheet shows $12.86 billion in total assets and
$20.91 billion in debts.  As of September 30, 2005, the
Company's equity deficit narrowed to $8.12 billion from a
$8.22 billion deficit at December 31, 2004.

The Company's management said that as a result of the Company's
filing of the bankruptcy petition, there is substantial doubt
about the Company's ability to continue as a going concern.

The ability of the Debtors to continue as a going concern is
predicated upon numerous matters, including:

   * having a plan of reorganization confirmed by the Bankruptcy
     Court and it becoming effective;

   * obtaining substantial exit financing if the Sale Transaction
     is not consummated and the Company is to emerge from
     bankruptcy under a stand-alone plan, including working
     capital financing, which the Company may not be able to
     obtain on favorable terms, or at all.  A failure to obtain
     necessary financing would result in the delay, modification
     or abandonment of the Company's development and expansion
     plans and would have a material adverse effect on the
     Company;

   * obtaining consideration sufficient to settle prepetition
     liabilities subject to compromise if the Sale Transaction is
     not consummated, the amount of which is not known at this
     time because the rights and claims of the Debtors' various
     creditors will not be known until the Bankruptcy Court
     confirms a plan of reorganization;

   * extending the Second Extended DIP Facility through the
     effective date of a plan of reorganization in the event the
     Sale Transaction is not consummated before the maturity date
     of the Second Extended DIP Facility.  A failure to obtain an
     extension to the Second Extended DIP Facility would result in
     the delay, modification or abandonment of the Company's
     development and expansion plans and would have a material
     adverse effect on the Company;

   * remaining in compliance with the financial and other
     covenants of the Second Extended DIP Facility, including its
     limitations on capital expenditures and its financial
     covenants through the effective date of a plan of
     reorganization;

   * being able to successfully implement the Company's business
     plans, decrease basic subscriber losses and offset the
     negative effects that the Chapter 11 filing has had on the
     Company's business, including the impairment of customer and
     vendor relationships;

   * resolving material litigation;

   * renewing franchises; failure to do so will result in reduced
     operating results and potential impairment of assets;

   * achieving positive operating results, increasing net cash
     provided by operating activities and maintaining satisfactory
     levels of capital and liquidity considering its history of
     net losses and capital expenditure requirements and the
     expected near-term continuation thereof; and

   * motivating and retaining key executives and employees.

Due to the commencement of the Chapter 11 proceedings and the
Company's failure to comply with certain financial covenants, the
Company is in default on substantially all of its prepetition debt
obligations.  Except as otherwise may be determined by the
Bankruptcy Court, the automatic stay protection afforded by the
Chapter 11 proceedings prevents any action from being taken
against any of the Debtors with regard to any of the defaults
under the prepetition debt obligations.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?31e

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 COMMS: Court Approves Fourth Amended Disclosure Statement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved, on November 23, 2005, the Disclosure Statement filed by
Adelphia Communications Corporation and its debtor-affiliates to
explain their Fourth Amended Plan of Reorganization.

The Honorable Robert E. Gerber determined that the Disclosure
Statement contains the right amount of the right kind of
information necessary for the creditors to make an informed
decision on the Plan.

The Debtors are now authorized to transmit the Disclosure
Statement to their creditors to solicit acceptances for their
plan.

As reported in the Troubled Company Reporter on Nov. 23, 2005, the
Debtors filed the Plan and the Disclosure Statement to incorporate
their additional responses and proposed resolutions to the
objections that had been filed to approval of the company's
disclosure statement.

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

The hearing to consider confirmation of the Plan will commence at
9:45 a.m., prevailing New York Time, on February 22, 2006.

A full-text copy of the Court's order approving the Fourth Amended
Disclosure Statement is available for free at
http://ResearchArchives.com/t/s?325

A full-text copy of the Fourth Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?31b

A full-text copy of the Fourth Amended Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?31a

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.


AAMES MORTGAGE: Moody's Lowers Class B Certificates' Rating to Ca
-----------------------------------------------------------------
Moody's Investors Service downgraded six tranches issued by
Aames Mortgage Trust in 2001 and placed one tranche issued by
Aames on review for possible downgrade.  The tranches were issued
out of Aames' 2001-1, 2001-2, 2001-3 and 2001-4 mortgage
securitizations.  Moody's also placed on review for possible
downgrade one class of certificates issued in Morgan Stanley's
2001-AM1 securitization, which is backed by Aames collateral.  The
underlying collateral in each deal consists of subprime
residential mortgage loans.

Each class of certificates downgraded or reviewed is backed by
collateral which has experienced higher than anticipated
severities on liquidated loans, causing Moody's to reevaluate its
expected loss figures.  Subsequently, enhancement levels have
deteriorated and two of the tranches have already incurred losses.
Also, some of the credit support deterioration can be attributed
to passing performance triggers, leaking cash to subordinate
tranches.

Complete rating actions are:

  Issuer: Aames Mortgage Trust 2001-1

     * Class M-2, Currently: A2; on review for possible downgrade
     * Class B, Downgraded to Ca, Previously B3;

  Issuer: Aames Mortgage Trust 2001-2

     * Class M-2, Downgraded to Ba2, Previously Baa1;
     * Class B, Downgraded to Ca, Previously Caa3;

  Issuer: Aames Mortgage Trust 2001-3

     * Class M-2, Downgraded to Ba3, Previously A2;
     * Class B, Downgraded to B3, Previously Ba1;

  Issuer: Aames Mortgage Trust 2001-4

     * Class B, Downgraded to Ba3, Previously Baa2;

  Issuer: Morgan Stanley Dean Witter Capital I Inc. Trust 2001-AM1

     * Class B, Currently: Baa3; on review for possible downgrade


AAIPHARMA INC: Earns $11MM of Net Income for Period Ended Sept. 30
------------------------------------------------------------------
AAIPharma Inc. delivered its financial results for the quarter
ended Sept. 30, 2005, to the Securities and Exchange Commission on
Nov. 9, 2005.

AAIPharma earned $10,816,000 of net income on $23,956,000 of
revenues for the three months ended Sept. 30, 2005, in contrast to
a net loss of $35,953,000 on $45,686,000 of revenues for the
comparable period in 2004.

The Company's consolidated net revenues for the nine months ended
Sept. 30, 2005 decreased 32% to $108.1 million, from $160.2
million in the same period in 2004.  Net revenues from product
sales decreased 43% in the nine months ended Sept. 30, 2005 to
$34.3 million, from $59.7 million in the comparable 2004 period.

The decrease resulted from the sale of substantially all of the
Company's remaining pharmaceutical product lines in July 2005,
decreased sales volumes in the Roxicodone, Oramorph and Brethine
product lines, as well as the divestiture of the M.V.I. and
Aquasol product lines in the second quarter of 2004 and tge
calcitriol product line in December 2004.

Cash flow used in continuing operations in the first nine months
of 2005 was $25 million, compared to cash flow used in continuing
operations of $65.6 million for the same period in 2004.
Management attributes the change primarily to a decrease in the
loss from operations in the 2005 period, the impact of the sale of
the pharmaceutical assets and an $11.3 million income tax refund
received in March 2005.

Cash used provided by investing activities was $198 million in the
first nine months of 2005, primarily related to the cash proceeds
from the sale of the pharmaceutical assets, partially offset by
capital spending of $1.7 million.

Cash provided by investing activities was $87.4 million in the
first nine months of 2004, primarily related to the cash proceeds
from the M.V.I. and Aquasol sale, partially offset by $5.5 million
of capital spending.

Net cash used in financing activities during the first nine months
of 2005 was $175.6 million, primarily representing refinancing of
the Company's term and revolving loan facilities and subsequent
repayments from the proceeds of the sale of the pharmaceutical
assets, compared to net cash used in financing activities of $23.4
million in the first nine months of 2004, which primarily
represented debt repayments of $164.0 million under previous debt
agreements and a termination payment of $9.4 million under a
previous interest rate hedging agreement, partially offset by
$147.5 million of borrowings under the Company's senior credit
facilities and $3.6 million in proceeds from the issuance of
common stock related to the exercise of stock options.

AAIPharma's balance sheet showed $114,015,000 in total assets at
Sept. 30, 2005, and liabilities of $246,075,000, resulting in a
stockholders' deficit of $132,060,000.

AAIPharma's quarterly report for the period ended Sept. 30, 2005,
is available at http://researcharchives.com/t/s?31fat no charge.

                    Second Quarter Results

On Nov. 9, 2005, AAIPharma also submitted its financial statements
for the quarter ended June 30, 2005.

At June 30, 2005, AAIPharma incurred a $18,531,000 net loss on
$40,708,000 of revenues, as compared to a $7,218,000 net income on
$55,984,000 of revenues for the same period in the prior year.

The Company's balance sheet showed $301,313,000 in total assets at
June 30, 2005, and liabilities of $444,260,000, resulting in a
stockholders' deficit of $142,947,000.

A copy of the Company's quarterly report for the period ended
June 30, 2005, is available at http://researcharchives.com/t/s?320
at no charge.

                Chapter 11 Reorganization Plan

On November 4, 2005, AAIPharma and its debtor-affiliates filed a
chapter 11 plan with the U.S. Bankruptcy Court for the District of
Delaware.  The Plan proposes, among other provisions, that:

     -- 100% of the equity of the reorganized Company would be
        owned by the Company's secured noteholders;

     -- $4 million in cash and the litigation causes of action
        against KUDCO and Athlon Pharmaceuticals would be
        respectively distributed to unsecured creditors and to a
        litigation trust for the benefit of such unsecured
        creditors; and that

     -- the existing common stock of AAIPharma Inc. would be
        cancelled.

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

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


AAVID THERMAL: Earns $2.7M of Net Income for Period Ended Sept. 30
------------------------------------------------------------------
Aavid Thermal Technologies, Inc., reported net income of $2.7
million for the quarter ended Sept. 30, 2005, and $4.9 million of
net income for the nine months ended Sept. 30, 2005.  This
compares to net income of $1.4 million and $4.8 million for the
comparable 2004 periods.  The modest increase in net income for
the quarter and nine months ended Sept. 30, 2005, compared to the
quarter and nine months ended Sept. 30, 2004, reflects
improvements in operating income being impacted by higher
effective tax rates in 2005 as compared to 2004.

Aavid's sales in the third quarter of 2005 were $63.6 million, an
increase of $7.9 million, or 14.1%, from the comparable period of
2004.  Aavid's sales in the first nine months of 2005 were $188.4
million, an increase of $20.5 million, or 12.2%, from the
comparable period of 2004. Management attributes the overall
increase in sales to a combination of an improvement in Aavid
Thermalloy, LLC, driven by moderate improvement experienced by the
electronics industry, combined with an increase in revenues
experienced by Fluent, Inc., driven by new software sales.

                  Liabilities Exceed Assets

Aavid's consolidated balance sheet at Sept. 30, 2005, showed total
assets of $173.8 million, and liabilities of $237 million.

                          Cash Flow

During the first nine months of 2005, the Company generated $14.3
million of cash from operations, versus $17.2 million of cash from
operations generated in the first nine months of 2004.

During the first nine months of 2005, the Company used $3 million
of cash in connection with investing activities versus using $7.1
million in the comparable period of 2004.  The Company used $3
million for capital expenditures in the first nine months of 2005
versus $4.1 million in the comparable period of 2004.  The Company
also used $3 million related to the acquisition of a small
manufacturing company located in Taiwan.

The Company used $4.1 million of cash in connection with financing
activities for the first nine months of 2005, compared with using
$0.5 million of cash in financing activities for the comparable
period in 2004.  Approximately $4.1 million of the cash used in
financing activities during the first nine months of 2005 pertains
to an advance payment on a portion of the Company's term loans
under its current bank credit facility.

                        About Aavid

Aavid Thermal Technologies, Inc., -- http://www.aatt.com/-- is a
leading global provider of thermal management solutions for
electronic products and the leading developer and marketer of CFD
software.  The Company through its subsidiaries in three business
areas - thermal management solutions, computational fluid dynamics
software and Customized Computer-Aided Engineering.


AIRGATE PCS: Moody's Reviews Senior Unsecured Bonds' Caa1 Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of AirGate PCS, Inc.
on review for possible upgrade pending the acquisition of
Alamosa Holdings, Inc. (the parent of the debt issuer) by
Sprint Nextel Corporation.

On Review for Possible Upgrade:

  Issuer: AirGate PCS, Inc.

     * Corporate Family Rating, Placed on Review for Possible
       Upgrade, currently B3

     * Senior Secured Regular Bond/Debenture, Placed on Review for
       Possible Upgrade, currently B2

     * Senior Subordinated Regular Bond/Debenture, Placed on
       Review for Possible Upgrade, currently Caa1

Outlook Actions:

  Issuer: AirGate PCS, Inc.

     * Outlook, Changed To Rating Under Review From Positive

The rating action is based upon the announcement that Sprint
Nextel Corporation (senior unsecured Baa2 stable) has agreed to
acquire Alamosa Holdings, Inc. for approximately $4.3 billion,
including net debt of approximately $900 million.  In the rating
action dated August 10, 2005 on Sprint Nextel Corporation, Moody's
incorporated the possibility that Sprint Nextel would acquire some
or all of its wireless affiliates.  Consequently, the pending
acquisition of AirGate has no effect on the Sprint Nextel ratings.


ALAMOSA INC: Moody's Reviews Senior Unsecured Bonds' Caa1 Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Alamosa
(Delaware), Inc. on review for possible upgrade pending the
acquisition of Alamosa Holdings, Inc. (the parent the debt issuer)
by Sprint Nextel Corporation.

On review for possible upgrade:

  Issuer: Alamosa (Delaware), Inc.

     * Corporate Family Rating, Placed on Review for Possible
       Upgrade, currently B3

     * Senior Unsecured Regular Bond/Debenture, Placed on Review
       for Possible Upgrade, currently Caa1

  Issuer: Alamosa (Delaware), Inc.

     * Outlook, Changed To Rating Under Review From Stable

The rating action is based upon the announcement that Sprint
Nextel Corporation (senior unsecured Baa2 stable) has agreed to
acquire Alamosa Holdings, Inc. for approximately $4.3 billion,
including net debt of approximately $900 million.  In the rating
action dated August 10, 2005 on Sprint Nextel Corporation, Moody's
incorporated the possibility that Sprint Nextel would acquire some
or all of its wireless affiliates.  Consequently, the pending
acquisition of Alamosa has no effect on the Sprint Nextel ratings.

Based in Lubbock, Texas, Alamosa is a PCS affiliate of Sprint with
approximately 1.48 million direct subscribers in 19 states.


ALERIS INT'L: Improved Performance Cues S&P to Lift Rating to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Beachwood, Ohio-based Aleris International Inc. to 'BB-'
from 'B+'.  At the same time, Standard & Poor's raised its other
ratings on the company.  The outlook is stable.

Aleris had total debt of about $380 million as of Sept. 30, 2005.

The upgrade reflects:

     * Aleris' improved market position in the aluminum rolled
       products segment,

     * favorable industry fundamentals due to ongoing
       consolidation and rationalization actions taken by the
       company and other industry participants, and

     * improvement in the company's credit metrics since its
       inception in December 2004.

"We also expect that, despite increasing debt levels from its
recent acquisitions, Aleris will maintain improved financial
performance because of the benefit of additional synergies,
volumes, and some enhancements to its product mix," said
Standard & Poor's credit analyst Paul Vastola.

With aluminum metal recycling capabilities, Aleris is a vertically
integrated manufacturer of aluminum sheet for distributors and the
transportation, construction, and consumer durables end-use
markets.

Aleris remains subject to swings and demand and has a significant
amount of its sales tied to the cyclical transportation and
building and construction industries.  Indeed, the company has
recently experienced declining volumes as some of its end markets
have softened and its customers have opted to work down their high
inventory levels.  This is expected to be a short-term correction.

The company's end market have softened somewhat but still remain
relatively healthy and should enable Aleris to maintain adequate
performance in the intermediate term.  Ratings upgrades on the
company are currently restricted because of the sizable
acquisitions it has recently undertaken and its need to smoothly
integrate these assets.  Ratings on Aleris could be pressured if
the company's performance weakened materially because of
intensified competition or weakened market conditions or if the
company continues to increase its debt leverage to fund growth.


AMERICAN MEDIA: Posts $10.9 Mil. Net Loss in Fiscal Second Quarter
------------------------------------------------------------------
American Media Operations, Inc., delivered its financial results
for the quarter ended Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 18, 2005.

Net loss was $10.9 million for the current fiscal quarter compared
to net income of $2.7 million in the prior year's comparable
quarter.

Total operating revenues were $134.7 million for the current
fiscal quarter, representing a decrease of $1.9 million, or 1.4%,
from the prior year.  This decrease is due to the net impact of
$4.6 million brought by the increase in issues published per
quarter for the Fit Pregnancy magazine.  This was partially offset
by incremental revenue of new launch publications of $3 million.

Commenting on the second quarter results, David J. Pecker,
American Media's Chairman, President and CEO, said: "The economic
fall-out from Hurricane Katrina, specifically the media focus and
the sharp increase in the price of gasoline, had a negative impact
on the newsstand sale of the National Enquirer and our other
tabloids. We had seen Enquirer newsstand sales average 895,000
units for the months of July and August, only to see a 15% decline
for the four weeks after Katrina.  As media attention has waned
and gas prices have gone back to normalized levels in the past few
weeks, Enquirer sales have increased by 9%. It is important to
note that virtually all of the magazines in the celebrity
category, including Star, declined 5% during this period as well
and have since returned to normal sales levels."

The Company's balance sheet showed $1.5 billion in total assets at
Sept. 30, 2005, and liabilities of $1.2 billion.

Cash provided by operating activities was $10.8 million for the
six months ended Sept. 30, 2005.  Cash used in investing
activities was $18.5 million for the six months ended Sept. 30,
2005, and was primarily used to fund capital expenditures.  Cash
provided by financing activities was $10.9 million for the six
months ended Sept. 30, 2005.

At Sept. 30, 2005, American Media's outstanding indebtedness
totaled $986.5 million, of which $421.1 million represented
borrowings under its bank credit agreement.  The Company's bank
credit agreement is comprised of three separate term loan
commitments and a $60 million revolving credit commitment.  As of
Sept. 30, 2005, $15 million is outstanding under the revolving
credit facility.

                    Debt Covenant EBITDA

The Company's bank credit agreement requires it to be in
compliance with certain maintenance covenants, which include
maintaining specified leverage ratios, a consolidated interest
expense ratio and a consolidated fixed charge ratio.

As of Sept. 30, 2005, the Company was in compliance with all of
its covenants.  Calculations of the ratios utilize Debt Covenant
EBITDA.  The Company's Debt Covenant EBITDA for the fiscal quarter
ended Sept. 30, 2005 decreased 10.9% to $32.3 million from $36.2
million compared to the prior year's comparable fiscal quarter.

                      Material Weakness

As of Sept. 30, 2005, American Media's principal executive officer
and principal financial officer concluded that a material weakness
continued to exist in the Company's internal control over
financial reporting, as previously disclosed the Company's annual
report for the fiscal year ended March 31, 2005.

The material weakness in internal control over financial reporting
relates to the fact that we lack a sufficient complement of
personnel with a level of financial reporting expertise
commensurate with our financial reporting requirements to resolve
non-routine or complex accounting matters.

Management, with oversight from the Audit Committee, has been
addressing this material weakness by working to add additional
personnel to the Company's financial staff and is committed to
effectively remediate this material weakness as expeditiously as
possible.

                    About American Media

American Media, Inc., publishes weekly celebrity journalism and
health and fitness magazines which includes: Star, Shape, Men's
Fitness, Muscle & Fitness, Flex, Fit Pregnancy, Natural Health,
Shape en Espanol, National Enquirer, Globe, National Examiner,
Weekly World News, Sun, Country Weekly and MIRA!, as well as other
special topic magazines.  In addition to print properties, AMI
owns Distribution Services, Inc., the country's leading in-store
magazine sales and marketing company.

                       *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Standard & Poor's Ratings Services lowered its ratings on American
Media Operations Inc., including lowering the corporate credit
rating to 'B' from 'B+'.  The outlook is now stable.

The Boca Raton, Florida-based publisher had total debt of slightly
under $1 billion as of March 31, 2005.

"The rating action reflects the decline in fiscal fourth-quarter
operating performance, eroding tabloid circulation and
profitability, increased competition in the celebrity magazine
market niche, and rising debt leverage," said Standard & Poor's
credit analyst Hal F. Diamond.


AMERICAN WATER: Laurus Master Issues Default Notice
---------------------------------------------------
Laurus Master Fund, Ltd., notified American Water Star, Inc., and
certain of its subsidiaries, that certain defaults have occurred
and are continuing under a forbearance agreement dated July 22,
2005.  The default includes the company's failure to make payments
of interest to Laurus on Sept. 1, 2005, Oct. 1, 2005, and Nov. 1,
2005.

Laurus has demanded a full payment of $6.7 million before Nov. 7
after which it would exercise its rights and remedies against the
Company and its subsidiaries under the transaction documents and
applicable law, including without limitation the commencement
of foreclosure proceedings subject to the Deed of Trust.  As of
Nov. 17, no payment has been made or foreclosure proceeding
instituted.

                     Forbearance Agreement

The parties entered into a $5 million secured credit facility in
exchange for a similar amount of Secured Convertible Term Notes on
Oct. 26, 2004.  Prior to the entry of a forbearance agreement
dated July 22, 2005, the company had defaulted under various
provisions of the October 2004 documents.  Pursuant to the
agreement, Laurus agreed to forbear from taking action on existing
defaults under the documents until Oct. 26, 2007, provided that
the company did not default under its obligations under the
forbearance agreement.

In consideration of Laurus' forbearance, the company issued a
$1.2 million Secured Convertible Term Note representing the
aggregate accrued interest and fees owed by the Company to Laurus
as of July 31, 2005, which is in addition to the First Note in
accordance with its terms.

A full-text copy of the notice of default is available at no
charge at http://ResearchArchives.com/t/s?319

American Water Star Inc. is a publicly traded company and is
engaged in the beverage bottling industry.  Its product brands are
licensed and developed in-house, and bottled in strategic
locations throughout the United States.  AMW's beverage products
are sold by the truckload, principally to distributors, who sell
to retail stores, corner grocery stores, convenience stores,
schools and other outlets.

                        *     *     *

                     Going Concern Doubt

As reported in the Troubled Company Reporter on June 13, 2005,
Weaver & Martin, LLC, expressed substantial doubt about American
Water Star Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
2004 ended Dec. 31, 2004.  The auditors point to the Company's
accumulated deficit at the need to obtain additional financing to
fund payment obligations and to provide working capital for
operations.  AMW management is seeking additional financing, which
if successful, should mitigate the factors that have raised doubt
about AMW's ability to continue as a going concern.


APRIA HEALTHCARE: Financial Risk Spurs S&P to Pare Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Lake
Forest, California-based home respiratory care, durable medical
equipment, and infusion therapy services provider Apria
Healthcare Group Inc.  The corporate credit rating was lowered to
'BB+' from 'BBB-'.  All ratings on the company were removed from
CreditWatch, where they were originally placed with negative
implications Oct. 26, 2005.  The outlook is stable.

"The downgrade predominantly reflects Apria's weaker financial
risk profile and more aggressive financial policy as a result of
the company's approval of a $250 million share repurchase
program," explained Standard & Poor's credit analyst Jesse
Juliano.

Apria has already completed the repurchase of $175 million of its
common stock, which was funded with the company's revolving credit
facility.  The remaining $75 million of approved repurchases may
be made periodically, depending on the company's share price.

The ratings reflect:

     * the exposure of Apria's narrowly focused business to
       variable third-party reimbursement policies,

     * its weaker performance in the third quarter of 2005, and

     * its recently more aggressive financial risk and liquidity
       profiles.

These concerns are partially mitigated by the company's leading
position in providing specialized home health care services and
equipment, and its history of generating significant cash flows.

Apria provides home respiratory therapy, home infusion therapy,
and home medical equipment to patients through a network of
approximately 500 branches.  Oxygen and related respiratory
therapy services represent about 68% of total revenues.  The
company also has 30 internal pharmacies to serve its infusion
patients.  Sales are made through doctor referrals and contracts
with managed care organizations.  No single group represents an
overly significant amount of sales.


ARCHIBALD CANDY: Richard Anglin & Ed Gorlaski to Serve as Advisors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, gave Alexander S. Knopfler, the chapter 7
Trustee overseeing liquidation of Archibald Candy Corporation and
its debtor-affiliates, permission to employ Richard Anglin and Ed
Gorlaski as his advisors.

Mr. Anglin is the former chief financial officer of the Debtors,
while Mr. Gorlaski is the former controller of the Debtors.

Messrs. Anglin and Gorlaski will:

   a) share their knowledge and expertise of the workings and
      procedures of Archibald Candy and its debtor-affiliates with
      the chapter 7 Trustee; and

   b) advise the chapter 7 Trustee with respect to information
      needed for matters in the Debtors' chapter 7 cases.

Mr. Anglin will charge $150 per hour for his services while Mr.
Gorlaski will bill $100 per hour.

To the best of the chapter 7 Trustee's knowledge, Messrs. Anglin
and Gorlaski do not represent any interest materially adverse to
the Debtors' estates and are disinterested as that term is defined
in Section 101(14) of the Bankruptcy Code.

Headquartered in Chicago, Illinois, Archibald Candy Corporation
-- http://fanniemay.com/-- owns candy stores in Chicago.  Its
boxed candies (Fannie May, Fanny Farmer) are sold through company
operated stores and other retailers in 17 states.  Archibald Candy
Corporation and Archibald Middle Holdings filed for chapter 11
protection on Jan. 28, 2004 (Bankr. N.D. Ill. Case No. 04-03200).
The Court converted the Debtors' chapter 11 cases to chapter 7
proceedings on July 1, 2005.  Jeffrey L. Gansberg, Esq., at
Wildman, Harrold, Allen & Dixon, and John P Sieger, Esq., at
Jenner & Block LLC, represents the Debtors in their liquidation
efforts.  Alexander S. Knopfler is the chapter 7 Trustee for the
Debtors' estates.  Alexander D. Kerr, Jr., Esq., at Tishler &
Wald, Ltd., represents the chapter 7 Trustee.  When the Debtors
filed for chapter 11 protection, they estimated between $10
million to $50 million in assets and $50 million to $100 million
in debts.


ARMSTRONG WORLD: Court Approves 7th Amendment to DIP Credit Pact
----------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware approves the Seventh Amendment to their Revolving Credit
and Guaranty Agreement of Armstrong World Industries, Inc., and
its debtor-affiliates thus extending the maturity date of the DIP
Facility to December 8, 2006.  The Debtors are authorized to pay
the DIP Lenders $125,000 in amendment fees.

                      The Seventh Amendment

Under the Seventh Amendment, the parties agree to:

   -- extend the Maturity Date under the Credit Agreement until
      December 8, 2006;

   -- enter into an Amendment Fee Letter; and

   -- enter into an Arrangement Fee Letter, in the case of AWI
      and JP Morgan Chase Bank, as agent for the lenders.

The Seventh Amendment also extends superiority administrative
status to the claims asserted by each of the Lenders and their
affiliates arising from any of AWI's indebtedness and obligations
under the Credit Agreement, as amended, in terms of:

   * overdrafts and related indebtedness; and

   * hedging and foreign exchange transactions.

Pursuant to the Amendment Fee Letter, AWI will pay JPMorgan Chase
for its own account and for the account of each Bank a $75,000
Amendment Fee (which is equal to 1/10 of 1% of the commitment of
each bank and shared pro rata).

In accordance with the Arrangement Fee Letter, AWI will pay
JPMorgan Chase a $50,000 arrangement fee as consideration for
JPMorgan Chase's agreement to arrange the Seventh Amendment.

         DIP Financing is Essential for AWI to Post L/C

The Debtors contend that it is essential to maintain postpetition
financing to service their customers and continue their ordinary
course day-to-day operations.

"Although AWI has considerable assets, immediate access to a
postpetition financing facility is necessary to enable AWI to post
letters of credit in the ordinary course of its business," Rebecca
Booth, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, said "Without access to letters of credit,
AWI's ability to engage in ordinary business transactions will be
impeded."

The Debtors further assert that even instances in which AWI could
post cash collateral in lieu of letters of credit would affect
AWI's liquidity, require AWI to negotiate individual cash
collateral agreements, and put AWI's cash at risk in the event of
the insolvency of the holder of that cash collateral.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue No. 83; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ASSET BACKED: Moody's Rates Class M10 Sub. Certificates at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Asset Backed Securities Corporation Home
Equity Loan Trust Series NC 2005-HE8, and ratings ranging from Aa1
to Ba1 to the subordinate certificates in the deal.

The securitization is backed by New Century (100%) originated
adjustable-rate (77%) and fixed-rate (23%) subprime mortgage loans
acquired by Asset Backed Securities Corporation.  The ratings are
based primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- overcollateralization,
     -- subordination,
     -- excess spread,
     -- swap agreement, and
     -- a pool insurance policy issued by Radian Guaranty(Aa3).

Moody's expects collateral losses to range from 4.90% to 5.40%.

Select Portfolio Servicing will service the loans, and Wells Fargo
Bank will act as master servicer.  Moody's has assigned Select
Portfolio Servicing its servicer quality rating (SQ3) as a primary
servicer of subprime loans.

The complete rating actions are:

  Asset Backed Securities Corporation Home Equity Loan Trust Pass-
  Through Certificates, Series NC 2005-HE8

     * Class A1, rated Aaa
     * Class A1A, rated Aaa
     * Class A2, rated Aaa
     * Class A3, rated Aaa
     * Class A4, rated Aaa
     * Class A5, rated Aaa
     * Class A6, rated Aaa
     * Class M1, rated Aa1
     * Class M2, rated Aa2
     * Class M3, rated Aa3
     * Class M4, rated A1
     * Class M5, rated A2
     * Class M6, rated A3
     * Class M7, rated Baa1
     * Class M8, rated Baa2
     * Class M9, rated Baa3
     * Class M10, rated Ba1


ASSOCIATED ESTATES: Moody's Affirms (P)B3 Pref. Stock Shelf Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the (P)B2 senior unsecured debt
shelf rating of Associated Estates Realty Corporation, and changed
the rating outlook to positive.  The (P)B3 preferred stock shelf
rating was also affirmed.  According to the rating agency, the
positive rating outlook reflects the REIT's success in managing
through the recent multifamily downturn, as well as prospects for
further earnings and balance sheet improvement as it executes its
portfolio repositioning efforts.

According to Moody's, Associated Estates' performance has lagged
that of many of its multifamily peers due to its concentration in
weaker Midwest markets which comprise about 70% of its net
operating income.  These markets have recently shown signs of
firming, and the REIT's overall core portfolio posted positive
revenue (2.5%) and NOI (0.3%) growth in 3Q05.  Associated Estates
has recently embarked on a strategic initiative by which it plans
to sell a number of properties, with a goal of reducing its
Midwest exposure and the number of markets in which it operates.
Most of the REIT's properties are encumbered with mortgage debt,
so the repositioning could help the company to delever -- another
one of its stated goals.  Moody's also notes that Associated
Estates has manageable near-term debt maturities, no development
pipeline and a 79% FFO payout for its common dividend.

Moody's views Associated Estates' asset quality and market
position as important credit challenges.  The REIT's heavy
geographic concentration in weaker Midwestern markets and small
size provide little opportunity for leadership.  As of September
30, 2005, Ohio represented approximately half of the property
portfolio and together with Michigan, almost three-fourths.  This
market concentration has hampered Associated Estates'
profitability, and its EBITDA margin has been consistently below
that of its multifamily peers.

However, Moody's notes that margins have improved to 45%, up from
42% in 2003 and 44% in 2004, and Moody's expects further
improvement in profitability due to core portfolio growth and sale
of under-performing properties.  The non-Midwest portion of the
apartment portfolio has fueled recent improvement in earnings,
posting 8.6% NOI growth for 9M05 versus 0.3% for the overall
portfolio.

The REIT has no balance outstanding on its $14 million secured
line of credit due 2007.  Only $10 million of debt matures in
2006, and $72 million matures in 2007, this amount should be
reduced by assets sales and debt paydowns.

Moody's notes that Associated Estates has little ability to lever
its existing portfolio, as it is predominantly encumbered with
non-recourse mortgages.  Only about 8% of gross real estate is
unencumbered, and the debt-to-gross book value of the encumbered
properties is about 61%.  Leverage is high, with debt and
preferred stock comprising 64% of gross assets, and secured debt
56% of gross assets.

Moody's indicated that an upgrade would likely result from further
success in the REIT's property repositioning efforts, as evidenced
by improving NOI, and continued EBITDA margin improvement into the
high 40% range.  Positive ratings movement would also result from
reduced leverage and secured debt, likely retired by proceeds from
dispositions.  An increase in fixed charge coverage near 1.5X
would also provide upward ratings momentum.  It is more likely
that a positive rating event would affect only Associated Estates'
senior debt shelf rating, rather than both the debt shelf and the
preferred stock shelf ratings.

A return to a stable ratings outlook would occur should the REIT's
fixed charge coverage drop below 1.3X, or effective leverage rise
above 65%.  Furthermore, a deterioration in operating performance,
resulting in negative core portfolio growth on a sustained basis
would cause Moody's to revise the outlook down.

These ratings were affirmed with a positive outlook:

  Associated Estates Realty Corporation:

   * (P)B2 senior unsecured debt shelf; (P)B3 preferred
     stock shelf

In its last rating action, Moody's confirmed Associated Estate's
senior unsecured ratings in 1999.

Associated Estates Realty Corporation [NYSE: AEC] is a real estate
investment trust (REIT), headquartered in Richmond Heights, Ohio,
USA.  The REIT directly or indirectly owns, manages or is a joint
venture partner in 112 multifamily properties with a total of
23,911 units located in 11 states.


BANC OF AMERICA: Fitch Upgrades Low-B Ratings on Class B Certs.
---------------------------------------------------------------
Fitch Ratings had taken rating actions on these Banc of America
Funding Corporation, mortgage pass-through certificates:

Series 2002-1

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

The collateral consists of a pool of slightly seasoned,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 180 to 360 months.  The majority of
the pool consists of loans underwritten according to Bank of
America's 'Alternative A' guidelines.  Such guidelines are less
stringent than Bank of America's general underwriting guidelines
and may include factors such as reduced documentation or a maximum
loan-to-value ratio of up to 103%.  The original LTV for this
mortgage pool is approximately 79.26%.

The affirmations on the above transaction reflect consistent
relationships of credit enhancement to future loss expectations
and affect approximately $7.3 million in outstanding certificates.

The upgrades reflect an improvement in the relationship of CE to
future loss expectations and affect approximately $2.8 million in
outstanding certificates.  The CE level for all classes has grown
significantly by at least double of the original enhancement.  As
of the Oct. 25th distribution, there are no delinquent loans in
the pipeline and the cumulative loss is 0.26%.

BAFC, a special purpose corporation, purchased the mortgage loans
from Bank of America, N.A.  The transaction is being serviced by
Bank of America, N.A., which is currently rated 'RPS1'for prime
and Alt-A product.

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


BASIC ENERGY: Moody's Rates New $215 Million Facilities at Ba3
--------------------------------------------------------------
Moody's raised the Corporate Family Rating for Basic Energy
Services to Ba3 from B1.  Moody's also assigned a Ba3 rating to
Basic's new $215 million of senior secured credit facilities which
consists of a $125 million five-year revolving credit facility and
a $90 million six-year secured term loan.  The ratings outlook is
stable.

The ratings upgrade reflects:

   * the company's continued improvement in its credit metrics,
     most notably its financial leverage, which pro forma for the
     new facilities ranks among the lowest of its peer group
     despite being very acquisitive;

   * the improved scale and diversification of both its products
     and services as well as improved regional diversification
     which better positions the company for sector downturns;

   * the currently favorable outlook for the oilfield services
     sector given the continued commodity price strength coupled
     with the ongoing volume challenges facing the exploration and
     production (E&P) companies;

   * the company's focus on the increasingly services intensive
     North American basins;

   * a significant component of the company's business that is
     focused on well services which is a bit less volatile than
     the much more commodity price sensitive exploration related
     services; and

   * the management team's long sector experience.

The ratings remained restrained by:

   * the inherent volatility and cyclicality of the oilfield
     services business;

   * event risk tied to the company's acquisition appetite;

   * the company's singular exposure to the very mature onshore
     U.S. market which is in long-term decline;

   * the still relatively small scale compared to the company's
     largest competitors, which implies somewhat limited pricing
     power in some of its markets as well as some regional
     concentration; and

   * a meaningful part of the earnings and cash flows derived from
     new drilling activity which remains commodity price and cost
     sensitive to the E&P companies.

The stable outlook reflects:

   * Moody's expectation that post the IPO, the majority
     shareholders will continue to operate Basic with the same
     conservative financial policies as it did prior to the IPO;

   * the current sector outlook for oilfield services remains
     supportive at least through 2006 and provides the company
     with visible earnings and internal cash flow support for its
     fleet expansion and debt service obligations; and

   * the controls outlined in the proposed credit agreement which
     somewhat limits the ability to make acquisitions and execute
     stock buybacks if leverage is above 2.75x.

However, the outlook and/or ratings could face downward pressure:

   * if management alters its conservative financial policies and
     funding approach that results in sustained upcycle leverage
     (debt/EBITDA) increasing to over 2.5x, or if downcycle
     leverage exceeds and remains over 3.0x;

   * if the company implements a dividend or a stock buyback
     program which reduces cash available for growth and leverage
     reduction; or

   * if the company completes large debt funded acquisitions.

A positive outlook, though unlikely in the near-term, would
require the company to complete amply equity funded acquisitions
that are viewed to significantly increase its scale,
diversification and durability to its earnings and cash flows
while maintaining leverage (debt/EBITDA) under 3.0x.

The existing ratings are at Basic Energy Services, L.P., (Basic
L.P.) the main operating subsidiary of Basic Energy Services,
Inc., a holding company.  However, the holding company will now be
the borrower under the new credit facilities (with guarantees from
all subsidiaries) and will also be the public entity after
completion of its pending IPO.  As a result, Moody's is currently
upgrading the rating for Basic Energy Services, L.P. and assigning
the Ba3 Corporate Family Rating and Ba3 to the new credit
facilities for Basic Energy, Inc.  Moody's will withdraw the
ratings for Basic Energy Services, L.P. upon closing of the new
credit facilities.

With a stable outlook, Moody's took these ratings actions for
Basic Energy:

   1) Upgraded to Ba3 from B1 -- The Corporate Family Rating for
      Basic Energy Services, L.P.

   2) Upgraded to Ba3 from B1- Basic Energy Services, L.P.'s
      existing $220 million senior secured credit facilities

   3) Assigned a Ba3 -- Corporate Family Rating to
      Basic Energy Services, Inc.

   4) Assigned a Ba3 -- Basic Energy Services, Inc. proposed
      $215 million of senior secured credit facilities

The new facilities in conjunction with the company's pending IPO
will be used to refinance the existing $170 million senior secured
term loan (about $163 million outstanding) and a $50 million
senior secured revolving credit facility.  The company is pursuing
an IPO and will use approximately $70 million of the proceeds to
pay down the existing term loan.

The ratings for the credit facilities are not currently notched up
from the Corporate Family Rating as the credit facilities are the
essentially the entire debt in the capital structure.  The
facilities are secured by essentially all of Basic's assets on a
pari-passu basis and reflect the risks inherent in the Ba3
Corporate Family Rating.

Basic continues to benefit from the strong sector momentum that
began gaining traction in the second half of 2004 and is still
favorable as commodity prices have remained strong combined with
the ever-harder volume challenges faced by the E&P companies.
Consequently, Basic's earnings and cash flows continue to grow and
provide support as the company continues to pursue an aggressive
growth strategy.

Despite completing more than a dozen acquisitions and outspending
cash flow by a total of about $110 million over the past three
years, the company's leverage (Debt/EBITDA) continues to improve
as it moved from 3.16x at December 31, 2004 to 1.99x at
September 30, 2005.  Book leverage (Debt/Capitalization) is also
on the low end for the ratings at 33.30% pro forma for the
refinancing and IPO.

Moody's expects leverage (pro forma for the refinancing and
assuming a successful IPO) of less than 1.5x with visibility for
continued low leverage into 2006 (excluding acquisitions) as E&P
activity is expected to remain high.  Moody's believes the sector
(and Basic) will be able to sustain its ability to push through
additional prices increases into 2006 on top of the ones done in
2005.

The company's acquisition activity has led to an improved
competitive position and enhanced scale and diversification over
the past 3.5 years.  As of June 30, 2005, the company's earnings
and cash flows were generated from 8 different regions versus only
4 regions in 2001 while its lines of business have also increased
to four from only two in 2001.  However, despite the improved
diversification, some concentrations still exists as the Permian
Basin still accounts for almost 30% of revenues and cash flows
(though reduced from nearly 61% in 2001) and well services still
accounts for about 46% of revenues and cash flows (also improved
from 63%).

However, despite the continued sector momentum, the company still
faces several challenges.  For one, there is increasingly growing
margin pressure being driven by the sector-wide problem of
personnel shortages rising raw materials costs.  Though Basic has
been successfully growing its margins to this point in the
upcycle, Moody's expects there to be some margin pressure as the
company looks to increase its capacity to meet rising demand.

In addition, this business remains volatile and cycle.  Activity
levels are still very much tied to commodity prices and E&P
operators' sentiment regarding unconventional plays and whether
they are still economical even at fairly strong commodity prices.
While the Basic, along with the sector, has successfully
implemented several price increases over the past year, the E&P
companies' willingness to incur higher services costs have been
partly responsible and a change in this willingness could result
in a slowdown of activity and put some downward pressure on
margins.

Partially offsetting the volatility of Basic's business is its
focus on the enhancement of existing production which has more
durability than the focusing on exploration and drilling of new
wells.  A little more than approximately 50% of the company's
business is geared towards well services and work over related
activities that are vital in helping E&P companies fight their
respective decline curves by maintaining and improving existing
production.  This has led to the operating margin for the well
services to climb from 24% in 2002 to approximately 38% in for the
quarter ended June 30, 2005 and the margins for the drilling and
completion growing from about 20% to nearly 48% during that same
time.  Though a portion of the drilling and completion business is
related to new wells being drilled, it also includes pressure
pumping services used in fracturing and stimulation of existing
wells.  Given the very mature nature of the North American
markets, well services and work over activities are increasingly
needed to maintain production.

Basic's liquidity position, pro forma for the refinancing will be
very solid as the company will have the about $120 million of
availability under the revolver, combined with:

   * expected EBITDA for 2006 to provide ample cover of the
     company's planned capex budget of $66 million;

   * estimated interest expense of $9 million; and

   * working capital needs of approximately $6 million to
     $10 million

leaving ample room to fund:

   * acquisitions,
   * increased re-investment, and
   * debt reduction.

Basic Energy, headquartered in Midland, Texas.


BASIC ENERGY: S&P Raises Rating on Senior Sec. Loans to B+ from B
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on oilfield services company Basic Energy Services L.P. to
'B+' from 'B'.

Standard & Poor's also raised its rating on the company's senior
secured credit facilities to 'B+' from 'B' and affirmed its '2'
recovery rating on the facilities.

The outlook is stable.  Midland, Texas-based Basic had
$180 million in long-term debt and capital lease obligations as of
Sept. 30, 2005.

"The rating action reflects Basic's strengthened business profile
and improved operating performance and credit metrics over the
past 12 to 18 months," said Standard & Poor's credit analyst
Jeffrey Morrison.

The ratings on Basic reflect participation as a small competitor
in the highly cyclical U.S. oilfield services industry and an
aggressive growth strategy.

Not quite tempering these concerns are:

     * Basic's solid market position in various domestic oilfield
       services markets,

     * an improving slate of offered products and services,

     * a young fleet of workover equipment, and

     * favorable customer relationships.

The stable outlook on Basic is predicated on the expectation that
the company will continue to execute and fund growth initiatives
in a manner that does not significantly weaken the company's
financial profile.


BOYDS COLLECTION: Hires Adam Friedman as Communications Consultant
------------------------------------------------------------------
The Boyds Collection, Ltd., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Maryland for permission
to retain Adam Friedman Associates LLC as their corporate
communications consultant.

Adam Friedman has extensive experience in crisis communications
involving matters such as corporate transactions, bankruptcies,
reorganizations and restructurings.

Adam Friedman will:

   a) prepare materials to be distributed to Debtors' employees
      explaining the impact of these bankruptcy cases;

   b) draft correspondence to creditors, vendors, employees and
      other interested parties regarding these reorganization
      cases;

   c) prepare written guidelines for head office and location
      managers to assist them in addressing employee and customer
      concerns;

   d) prepare news releases for dissemination to the media for
      distribution;

   e) interface and coordinate media reports to contain the
      correct facts and the Debtors' perspective as an ongoing
      business;

   f) assist the Debtors in maintaining their public image as a
      viable business and going concern during the chapter 11
      reorganization process;

   g) assist the Debtors in handling inquiries, e.g.,
      shareholders, employees, vendors, customers, retirees, etc.,
      constituents and develop internal systems for handling such
      inquiries;

   h) coordinate public relations services with any third parties
      interested in making an investment in the Debtors; and

   i) perform other strategic communications consulting services
      as may be required by the Debtors in these reorganization
      cases.

The firm will bill the Debtors based on its professionals' current
hourly rates:

      Professional               Designation        Hourly Rate
      ------------               -----------        -----------
      Adam Friedman              Principal             $325
      Leslie Wolf-Creutzfeldt    Counselor             $250
      Jane Simmons               Counselor             $250
      Other Staff                                      $200

Adam Friedman received a $30,000 retainer.

The firm assures the Court that it does not represent any interest
materially adverse to the Debtors or their estates.

The PR Firm can be reached at:

          Adam Friedman
          Adam Friedman Associates LLC
          11 East 44th Street, 5th floor
          New York, NY 10017
          Telephone (212) 981-2529
          Fax (212) 981-8174
          http://www.adam-friedman.com/

Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. -- http://www.boydsstuff.com/-- designs and
manufactures unique, whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  As of
June 30, 2005, Boyds reported $66.9 million in total assets and
$101.7 million in total debts.


CABLEMAS SA: Fitch Assigns BB- Foreign & Local Currency Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded Cablemas S.A. de C.V. national scale
rating to 'A(mex)' from 'A+(mex)' and has assigned 'BB-' foreign
and local currency ratings, including the $175 million senior
notes due 2015.  The Rating Outlook is Stable.

The rating downgrade results from the leveraging of the company's
balance sheet following the issuance of the $175 million senior
notes.  The total debt to EBITDA ratio is expected to increase to
around 3 times from 1.8x at Sept. 30, 2005, after the company
refinances all the prior outstanding debt with the funds from the
issuance.  The use of proceeds from the issuance will be used to
refinance all outstanding debt prior to this issuance and to fund
future capital expenditures needs.

Cablemas' rating reflects its solid operating network, diverse
subscriber base, increasing competition, and leveraged financial
position.  Cablemas has been upgrading its network and investing
heavily to achieve network bidirectionality capabilities and to
widen its transmission capacity.  Network upgrade allows the
company to offer value-added services in addition to the video
services.

Currently, the company offers internet services and has started to
offer voice over Internet protocol services in Tijuana jointly
with CLEC Axtel.  As part of its strategy, Cablemas offers bundled
services, mostly video and internet.  The offering of bundled
services under the same invoice, increase the competitive position
of the company and helps retain customers and reduce churn rates.

Cablemas has a growing and diversified subscriber base.  Over the
past 10 years, the company's management has been actively
acquiring smaller cable operators and has demonstrated the ability
to successfully integrate and improve acquired cable television
systems to existing operations.  These acquisitions have helped
the company to further diversify its subscriber base and
geographical locations, mitigating adverse affects from weather,
competition from other concessionaires, and/or alternate
technologies.

The company's customer diversification, along with a stable and
growing subscriber base and relatively steady average revenue per
user levels, lower business risk and provide for a certain level
of revenue stability.

Cablemas operates in an increasingly competitive environment.  The
introduction of technologies, which allows companies to offer
voice, video, and data services over the same network, should
provide opportunities for new market entrants to compete.  Current
regulation does not allow cable companies to offer voice service,
only to lease the access of the last mile to telephone companies.

Currently, regulators are working on rules to allow cable
operators to offer voice services as well as telephone companies
to be able to offer video services. If approved, competition will
likely increase dramatically.  For instance, incumbent telephone
operator, Telefonos de Mexico, will be able to offer video
services within Cablemas' footprint as well as bundled triple-play
service and directly compete with the offerings of the cable
companies.  The final outcome of these new rules is still
uncertain.

Cablemas' balance sheet is modestly leveraged with pro forma total
debt to EBITDA of around 3x, consistent with the rating category.
Leverage is expected to gradually decrease over the next few
years.  High levels of capex are expected to result in negative
free cash flow until 2008; capex is expected to be funded with the
resources of the recent issuance.  Despite the higher levels of
leverage, the refinancing improves the maturity profile and
reduces medium-term refinancing risk.

Cablemas is the second largest cable television operator in Mexico
in terms of subscribers and homes passed.  At the end of the third
quarter of 2005, the company had operations in 46 cities and 15
states with a video subscriber base totaling 566,000.

In addition, the company offers internet services to 100,000
customers in 13 cities.  Its network consists of 11,275 kilometers
of coaxial cable, 1,569 kilometers of fiber optics, and 420 nodes.
Eight-three percent of the network is 550 Mhz or higher, and 71%
has bidirectional capabilities.  For year-end 2004, the company
has revenues and EBITDA of MXP1,748 million and MXP538 million,
respectively.


CALPINE CORP: Delaware Court Prohibits Use of Noteholders' Cash
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN) provided this update following
this week's ruling by the Delaware Court of Chancery in its action
against The Bank of New York, as collateral trustee for Calpine's
Senior Secured Note Holders, and Wilmington Trust Company, as
indenture trustee for Calpine's First Lien Notes, and as indenture
trustee for Calpine's Second Lien Notes.

In his ruling, Vice Chancellor Leo E. Strine, Jr., concluded that
Calpine's use of approximately $313 million of proceeds from
the sale of its domestic gas assets to purchase certain gas
storage inventory violated the second lien indenture and use of
the proceeds for similar contracts is impermissible.
Approximately $400 million from the sale of the company's domestic
gas assets remains in an account at the Bank of New York.
Calpine is still permitted to use its natural gas asset sale
proceeds to purchase certain natural gas assets or repurchase
certain secured debt in accordance with the company's indentures.

Vice Chancellor Strine has not ruled on the appropriate timing to
implement the remedy for his decision and noted the following:

    -- The First Lien Trustee lacks standing to request a remedy.

    -- The Second Lien Trustee's tardiness warrants a deferral of
       the restorative remedy determination and delayed decision
       on when restoration of the $313 million plus some modest
       interest will be returned to Calpine's account at the Bank
       of New York.  The primary question is when restoration has
       to occur and what timing flexibility Calpine will have to
       devote those restored proceeds to the purchase of proper
       Designated Assets or First Lien Notes. The lateness of the
       Second Lien Trustee in filing the counterclaims will be
       taken into account in that remedial calculus.

    -- The question of remedy is deferred until Calpine has
       answered the Second Lien Trustee's counterclaims (which it
       shall do by November 28, 2005) and conferred with the
       Second Lien Trustee.  In the absence of agreement between
       the parties as to remedy, the parties must present
       expedited submissions addressing the form of relief by
       November 30, 2005, and file replies the next day,
       December 1, 2005.

    -- Calpine shall indemnify the First Lien Trustee and the
       Second Lien Trustee for their reasonable expenses upon
       submission of proper documentation and the Collateral
       Trustee's motion to dismiss is denied.


Calpine Corporation -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2005,
Calpine's outstanding credit ratings have been downgraded by Fitch
Ratings:

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

Calpine Canada Energy Finance ULC (guaranteed by CPN)

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

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

As reported in the Troubled Company Reporter on June 23, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Calpine Corp.'s (B-/Negative/--) planned $650 million contingent
convertible notes due 2015.  The proceeds from that convertible
debt issue will be used to redeem in full its High Tides III
preferred securities.  The company will use the remaining net
proceeds to repurchase a portion of the outstanding principal
amount of its 8.5% senior unsecured notes due 2011.  S&P said its
rating outlook is negative on Calpine's $18 billion of total debt
outstanding.

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).


CALPINE CORP: Unfavorable Court Ruling Cues S&P to Review Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on merchant generation company Calpine Corp. and its
subsidiaries on CreditWatch with negative implications.

The San Jose, California-based company, which develops, acquires,
owns, and operates power generation facilities, has about
$18 billion of total debt outstanding.

Standard & Poor's 'BBB-' underlying rating on Gilroy Energy Center
LLC's bonds and its 'BBB' rating on Power Contract Financing LLC's
bonds were not affected by the rating action on Calpine.

The CreditWatch is based on an unfavorable court decision in the
company's litigation with the Bank of New York, under which
$400 million in cash will remain frozen and Calpine could be
required to return $313 million to the trustee account.

This development materially harms the company's weak liquidity
profile; however, Calpine's significant cash balance and its
ability to generate cash from the sale of gas assets in storage
should allow the company to meet the potential liquidity demands
arising from the lawsuit.

"More importantly, the court decision heightens concerns about
Calpine's ability to sell or monetize assets so that management
can execute its delevering plan," said Standard & Poor's credit
analyst Jeffrey Wolinsky.

"Of particular concern is the effect of the court's decision on
Calpine's ability to monetize portions of the Geysers facility to
meet its liquidity needs," said Mr. Wolinsky.

Standard & Poor's said that the resolution of the CreditWatch will
depend on gaining greater clarity on Calpine's ability to use the
proceeds of monetized assets.


CATHOLIC CHURCH: Tucson Wants Qwest Communications' Claim Rejected
------------------------------------------------------------------
Qwest Communications, Inc., provided local and long distance phone
service to the Diocese of Tucson's main offices located at 111 S.
Church Avenue, Tucson, Arizona.

On June 30, 2003, Tucson entered into a written contract with
Xspedius Communications, L.L.C., to obtain local and long
distances services for the Diocese.  At some time in July 2003,
Qwest ceased to provide phone services to Tucson.  Qwest
continued, however, to invoice the Diocese.

Gerard R. O'Meara, Esq., at Gust Rosenfeld, PLC, in Tucson,
Arizona, explains that Tucson informed Qwest that the Diocese
disputed the charges.  However, Qwest continued to send invoices.

Qwest's invoices pertain to services that Qwest was no longer
providing to the Diocese, Mr. O'Meara says.  Qwest based its
statements and its demands for payment on alleged contractual
obligations, which Qwest alleges it has with the Diocese.  Tucson
has requested that Qwest display a copy of any written contract
that would justify Qwest's act of billing the Diocese for
unrendered services.  To date, Qwest has failed and refused to
display any written agreement to the Diocese or its counsel.

Mr. O'Meara argues that Tucson is not justly and truly indebted to
Qwest.  Qwest is unable to meet its burden of proving the validity
of the amount of its claim.  It has offered nothing to the U.S.
Bankruptcy Court for the District of Arizona to show that its
claimed debt is valid.

"The burden of proof for claims brought in a bankruptcy court
rests on the claimant initially," Mr. O'Meara reminds Judge
Marlar.  The claimant must provide facts sufficient to support its
claim.  If the averments of the claimant meet the standard of
sufficiency, then the claimant will be deemed to have made out a
prima facie claim.

Mr. O'Meara asserts that Qwest's Claim is not enforceable against
Tucson because Qwest has failed to state a claim against the
Diocese on which relief can be granted.  Qwest seeks to be paid
for service it has not rendered, and it has not been able to
produce any written contract, executed by the Diocese that shows
that it is entitled to receive any of the payments it seeks as set
forth in the statements attached to its Proof of Claim.

Tucson, hence, asks Judge Marlar to disallow Qwest's Claim.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 46
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CLAYTON HOLDINGS: Moody's Rates Corporate Family Rating at B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
to Clayton Holdings, Inc. with a stable outlook.  According to
Moody's, the B1 corporate family rating reflects Clayton's
position as a leading provider of non-conforming mortgage-related
outsourced services and analytics that primarily support non-
agency mortgage-backed securities issuance.

Other positives include Clayton's solid margins and revenue
growth, as well as strong interest coverage.  The company's main
services are its transaction management services, including due
diligence, which represent a majority of revenues, and
surveillance services.  Clayton is the leading firm in these
primary service lines, and has long-standing relationships with
the investment banks that feed it much of its business.  Clayton's
customers typically satisfy due diligence requirements with
outsource providers.  However, Clayton's long-term competitiveness
could be impacted by shifts in customers' service-sourcing
strategies, and potential new entrants.

The rating agency said that Clayton's challenges include high
effective leverage and limited hard assets to support the proposed
debt issuance.  In addition, the company would benefit from
further diversification of its revenue streams beyond its due
diligence services.  The stable outlook reflects Moody's
expectation that Clayton will successfully expand its operations
and continue its sound margins and leadership position.

According to Moody's, continued diversification of revenue streams
resulting in Clayton's due diligence business representing 50% or
less of overall revenue streams, while at least maintaining EBITDA
margins in the high teens, as well as leverage below 3.25x
(adjusted debt as a percentage of EBITDA) would result in upward
ratings pressure.  The firm is contemplating an IPO, and such an
event could provide ratings lift.  A downgrade could result from a
15% or greater decline in year over year revenues, a decline in
EBITDA margin below 15% or an increase in leverage above 4.75x.

This rating was assigned:

  Clayton Holdings, Inc.:

     * Corporate family rating at B1

Clayton Holdings, Inc. is based in Shelton, Connecticut, USA,
provides:

   * outsourced services,
   * information-based analytics, and
   * specialty consulting

for buyers and sellers of, and investors in, mortgage-related
loans and securities and other debt instruments.


CLAYTON HOLDINGS: Moody's Rates $200 Million Facilities at (P)B1
----------------------------------------------------------------
Moody's Investors Service assigned a (P)B1 rating to Clayton
Holdings, Inc.'s proposed issuance of a $200 million senior
secured credit facility, consisting of:

   * a $150 million term loan, and
   * a $50 million revolver;

both maturing in 2011.

The rating outlook for Clayton is stable.  The loan is guaranteed
by Clayton Holdings' domestic subsidiaries, and is secured by 100%
of the capital stock of all subsidiaries and all domestic real and
intangible property.

According to Moody's, the (P)B1 rating reflects Clayton's position
as a leading provider of non-conforming mortgage-related
outsourced services and analytics that primarily support non-
agency mortgage-backed securities issuance.  Other positives
include Clayton's solid margins and revenue growth, as well as
strong interest coverage. The company's main services are its
transaction management services, including due diligence, which
represent a majority of revenues, and surveillance services.
Clayton is the leading firm in these primary service lines, and
has long-standing relationships with the investment banks that
feed it much of its business.  Clayton's customers typically
satisfy due diligence requirements with out-source providers.
However, Clayton remains vulnerable to shifts in customers'
service-sourcing strategies, and to new entrants.

The rating agency said that Clayton's challenges include high
effective leverage and limited hard assets to support the debt
issuance.  In addition, the company would benefit from further
diversification of its revenue streams beyond its due diligence
services.  The stable rating outlook reflects Moody's expectation
that Clayton will successfully expand its operations, and continue
to enjoy its sound margins and leadership position.

According to Moody's, continued diversification of revenue streams
resulting in Clayton's due diligence business representing 50% or
less of overall revenue streams, while at least maintaining EBITDA
margins in the high teens, as well as leverage below 3.25x
(adjusted debt as a percentage of EBITDA) would result in upward
ratings pressure.  The firm is contemplating an IPO, and such an
event could provide ratings lift.  A downgrade could result from a
15% or greater decline in year-over-year revenues, a decline in
EBITDA margin below 15% or an increase in leverage above 4.75x.

These prospective ratings were assigned:

  Clayton Holdings, Inc.:

    * Senior secured term loan at (P)B1
    * Senior secured revolver at (P)B1

Clayton Holdings, Inc. is based in Shelton, Connecticut, USA, and
provides:

   * outsourced services,
   * information-based analytics, and
   * specialty consulting

for buyers and sellers of, and investors in, mortgage-related
loans and securities and other debt instruments.


CATHOLIC CHURCH: Court Okays Four Tucson Tort Claim Settlements
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
August 30, 2005, the Diocese of Tucson sought approval from the
U.S. Bankruptcy Court for the District of Arizona of the
stipulations resolving Claim Nos. 64, 65, 207 and 208.

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, relates that the holders of Claim Nos. 64, 65,
207 and 208 are plaintiffs in actions filed in the Superior Court
of Pima County, Arizona, which were removed from the State Court
and are presently pending before the Arizona Bankruptcy Court.

At the Debtors' behest, the Court approved the stipulation.

Within 30 days of funding the Settlement Trust, Judge Marlar rules
that:

   * Claimant No. 64 will be granted an allowed a Tier 1 Claim
     with an Initial Distribution Amount of $100,000;

   * Claimant No. 65 will be granted an allowed a Relationship
     Tort Claim with an Initial Distribution Amount of $5,000 --
     based on a Tier 1  Claim, 5% of $100,000;

   * Claimant No. 207 will be granted an allowed a Relationship
     Tort Claim with an Initial Distribution Amount of $10,000
     -- based on a Tier 2 Claim, five percent of $200,000; and

   * Claimant No. 208 will granted an allowed Tier 2 Claim with
     an Initial Distribution Amount of $200,000.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 46
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CLEARWATER FUNDING: Moody's Downgrades Class B Notes' Rating to B3
------------------------------------------------------------------
Moody's Investors Service lowered the rating of the $31,500,000
Class B Senior Secured Notes Due 2010 issued by Clearwater Funding
CBO 98-A, LLC from Baa3 under review for possible downgrade to B3.

According to Moody's, the current rating action results from
deterioration in the credit quality and par amount of the
transaction's collateral.

Rating Action: Downgrade

Issuer: Clearwater Funding CBO 98-A, LLC

  Class Description: U.S. $31,500,000 Class B Senior Secured Notes
                     Due 2010

     * Prior Rating: Baa3 (under review for possible downgrade)
     * Current Rating: B3


COLLINS & AIKMAN: Will Make Adequate Protection Payments to Mayer
-----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
approve a stipulation providing for adequate protection payments
to Mayer Textile Machine Corporation.

Before the Petition Date, the Debtors entered into purchase
agreements with Mayer.  Mayer agreed to sell to the Debtors two
high-speed Tricot compound needle warp knitting machines and
related equipment for $373,388.  Pursuant to a second purchase
agreement, Mayer agreed to sell to the Debtors 14 high-speed
Tricot compound needle warp knitting machines and related
equipment for $2,304,410.  The Debtors paid Mayer $174,248
pursuant to the First Contract and $766,370 pursuant to the Second
Contract.

Mayer alleges that it holds valid, perfected purchase money
security interests in the equipment sold to the Debtors.  Mayer
notified the Debtors that it demands adequate protection to
protect its interest in the Collateral from decreasing in value on
account of the Debtors' continued use.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in New York,
relates that after an arm's-length negotiation, the Debtors and
Mayer have entered into a stipulation, pursuant to which the
Debtors agree to pay Mayer six monthly payments of $20,000.

Mr. Carmel asserts that if the parties did not agree to the
Stipulation, they would become embroiled in litigation over the
value of the Collateral, the outcome of which is uncertain.  That
litigation, Mr. Carmel continues, would require that both parties,
at great expense, employ expert appraisers and other professionals
to determine the accurate value of the Collateral.  The expenses
incurred in the litigation would be an additional burden to the
Debtors' estates and their creditors.  The Stipulation avoids both
the uncertainty of litigation and the heavy encumbrance it would
place on the estates and their creditors, Mr. Carmel says.

The Debtors believe that the adequate protection amounts under the
Stipulation are consistent with the standards in Section 361(1) of
the Bankruptcy Code.

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


COLLINS & AIKMAN: Lear Corp. Wants to Recoup Prepetition Damages
----------------------------------------------------------------
Lear Corporation asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to lift the automatic stay so it can exercise
its state law right to recoup certain prepetition debts owed by
the Collins & Aikman Corporation and its debtor-affiliates.  In
the event the Debtors reject executory contracts with the company,
Lear seeks to recoup any resulting damages from prepetition debts
owed by the Debtors to them.

Ralph E. McDowell, Esq., at Bodman LLP, in Detroit, Michigan,
tells Judge Rhodes that the Debtors supply Lear with component
parts to be used in automotive interiors, and Lear supplies the
Debtors with certain component parts.  In the aggregate, before
consideration of any potential rejection damages, Lear appears to
be a net account debtor to the Debtors, Mr. McDowell says.

Lear purchases component parts from the Debtors under certain
purchase orders.  Mr. McDowell relates that prior to the Petition
Date, under the Lear Purchase Orders, the Debtors provided
component parts to Lear for which the Debtors remain unpaid.
According to Mr. McDowell, the prepetition amount owing to the
Debtors from Lear total $4,122,012.  Lear has placed a temporary,
administrative hold on the Lear Prepetition Payable.

The Debtors also purchase various component parts from Lear under
certain purchase orders.  Prior to the Petition Date, under the
C&A Purchase Orders, Lear provided component parts to the Debtors
for which Lear remains unpaid.  Mr. McDowell states that the
prepetition amount owing to Lear from the Debtors is $375,858.

Lear has not taken a recoupment nor have the Debtors in any way
compensated for the Debtors Prepetition Payable.  The entire
amount of the Debtors Prepetition Payable and the Lear
Prepetition Payable was incurred prepetition.

Mr. McDowell asserts that Lear is entitled to recoup the
Prepetition Liability and Rejection Damages against the Lear
Prepetition Payable owing to the Debtors.  Recoupment is proper
because the terms and conditions applicable to the purchase
orders among Lear and the Debtors provide that Lear's obligations
to pay is net of all obligations of the Debtors, Mr. McDowell
explains.  The fact that multiple purchase orders exist between
the two parties does not destroy the unitary character of the
contract.  They are joined by the Terms and Conditions that makes
the obligation to pay net of all obligations of the Debtors to
Lear.

Under the agreements between Lear and the Debtors, Mr. McDowell
asserts that Lear's recoupment and set-off rights have been
preserved.  Lear has made a prima facie showing of cause to lift
the automatic stay to set off the Lear Prepetition Payable
against the Debtors Prepetition Payable.  In the event that the
Debtors reject the Lear Purchase Orders, Lear claims a right of
set-off or recoupment against the Lear Prepetition Payable for
any Rejection Damages and that right should be preserved.

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


COLLINS & AIKMAN: WL Ross Balks at Proposed Rule 2004 Probe
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 16, 2005, the
Official Committee of Unsecured Creditors of Collins & Aikman
Corporation and its debtor affiliates asked the U.S. Bankruptcy
Court for the Eastern District of Michigan for authority to
conduct examinations and obtain documents from WL Ross & Co., LLC,
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

The Committee wants to obtain information from Ross regarding:

   -- the claims and interests it holds against the U.S. Debtors
      and the European Debtors;

   -- the establishment of the Joint Venture; and

   -- certain communications Ross has had with the U.S. Debtors'
      and European Debtors' competitors and customers, in each
      circumstance as it pertains to the U.S. Debtors and the
      European Debtors.

                          Objections

(1) WL Ross

"The Official Committee of Unsecured Creditors, for reasons that
are not altogether clear and under the guise of its motion for a
Bankruptcy Rule 2004 examination, seeks to delve into the private
business of WL Ross & Co., LLC," Robert J. Diehl, Jr., Esq., at
Bodman LLP, in Detroit, Michigan, states.  It does so, Mr. Diehl
continues, despite the fact that the course of the Debtors'
Chapter 11 cases is far from established, without a suggestion of
any potential claim or theory of liability against Ross and
without any evidence that Ross possesses information relevant to
the Debtors' estates, that the Debtors themselves do not have.
Nothing in the Bankruptcy Code or the Bankruptcy Rules provides
the Committee with an unfettered right to examine or investigate
non-debtor parties like Ross in this situation, Mr. Diehl says.

Although Ross has made public its interest in pursuing strategic
acquisitions within the distressed global automobile parts
industry, including the potential acquisition of the Debtors'
assets, Mr. Diehl asserts that those statements create nothing
worthy of discovery -- particularly where there is no sale
process in place and no proposed transaction before the Court.

According to Mr. Diehl, the information sought by the Committee
generally is available to the Debtors, yet apparently no requests
for this information have been made.  Mr. Diehl argues that
regardless of whether it is the Committee's desire to harass Ross
or perhaps to chill an asset sale purchase before the Debtors
have even decided to commence one, the Committee's requested
discovery is devoid of any merit.

In addition, Ross clarifies that it has not discussed
participation in any potential bid for the Debtors' U.S. assets
with any of the Debtors Debtholders -- other than Franklin Mutual
Advisers -- and has not received any confidential information
regarding the Debtors' U.S. assets from the Debtholders.  Ross
has only discussed participation in a potential bid for the
Debtors' U.S. assets with Lear Corporation, as stated, Franklin
Mutual Advisers, and Ross' limited partners.

(2) Lear

Lear Corporation, as competitor of the Debtors, is concerned that
the Committee may obtain, through the requested examination,
confidential proprietary information, which is minimally relevant
to the Committee's proposed investigation.  Lear shared this
information with Ross in confidence and the proprietary
information should not be disclosed to the Debtors, the
Committee, or other parties-in-interest, some of which could use
the information to Lear's competitive disadvantage.  Accordingly,
Lear asks the Court to deny the Committee's request.

(3) JPMorgan

Under the Final DIP Order dated July 28, 2005, the stipulated
principal amount of the bank debt owing to prepetition secured
lenders is about $748,000,000.  That senior indebtedness is
secured by liens and security interests held by JPMorgan Chase
Bank, N.A., as administrative agent, on substantially all of the
prepetition assets of the Debtors' estates.

The Debtors have previously advised the Court that they are
proceeding on a "dual track" toward a reorganization:

    (a) exploring a sale of some or all of the Debtors' businesses
        on a going concern basis; and

    (b) developing a standalone reorganization plan.

The Prepetition Agent supports the dual track approach.

The Debtors have retained Lazard Freres & Co. as the investment
bankers in charge of the sale process.  The sale process for
certain of the Debtors' businesses has already commenced, and the
Prepetition Agent understands that the process will commence
shortly for the remainder of the businesses.

Ronald L. Rose, Esq., at Dykema Gossett PLLC, in Detroit,
Michigan, relates that for the sale process to achieve its goal
of identifying the highest and best offers for the Debtors'
businesses, it is imperative that the process be orderly,
encourage the participation of all bona fide prospective
purchasers, make reasonably necessary information available to
all prospective purchasers, and provide -- and appear to provide
-- a "level playing field" for all prospective purchasers.

However, Mr. Rose notes that the Committee has made clear on
numerous occasions that it is opposed to the sale track and would
prefer that the Debtors commit now to a stand-alone
reorganization.  In furtherance of its position, the Committee
has brought its request to obtain discovery from Ross, an
apparent prospective purchaser of the Debtors' businesses.

Mr. Rose clarifies that JPMorgan does not object to the
Committee's request out of solicitude toward Ross, but rather
solely to ensure that the highest value for creditors is
achieved.  Mr. Rose points out that the Committee's request is:

    -- premised on factual inaccuracies;
    -- designed to chill bidding;
    -- endangers the sale track being pursued by the Debtors; and
    -- fails to satisfy the standards of Rule 2004.

According to Mr. Rose, the Committee suggests, based on
inaccurate media reports, that Ross may have acquired most or all
of the prepetition bank debt.  In fact, according to the records
of the holders of the bank debt maintained by JPMorgan in
accordance with the prepetition credit agreement, Ross and its
known affiliates hold less than 2% of the prepetition bank debt.

Mr. Rose asserts that the Committee's request should be denied
because it does not seek valid Rule 2004 discovery of information
genuinely bearing on the existence or location of the Debtors'
assets and property, the Debtors' financial condition and
affairs, or the administration of the estate.  Instead, Mr. Rose
says, the Committee inappropriately seeks to intrude into the
private business strategy of a potential bidder in the sale
process for the Debtors' assets.

                        Debtors' Statement

The Debtors and their professionals strongly believe that only by
following the dual-track process will they and their creditor
constituencies be able to make a fully informed decision as to
how best to maximize the value of the estates.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors' efforts on both fronts have been
proceeding apace.  However, the Debtors have not yet begun formal
discussions with any potential bidders, including Ross.  The
Debtors expect to commence the formal marketing and due diligence
processes with potential bidders in the near future.

To ensure that the Debtors and their creditor constituencies
understand and can potentially realize the full benefit of the
sale effort, the Debtors will oppose any action by a party that
discourages another party from participating in that effort.
Therefore, the Debtors believe that to the extent the Committee's
request or any similar request is appropriate, it should be
narrowly tailored to ensure that neither Ross nor any other
potential bidders are discouraged from participating in the sale
process because of concerns that they may be drawn into a
burdensome discovery process.

At the same time, Mr. Schrock notes that Ross' statements
regarding its intention to purchase the Debtors and press reports
that Ross and its affiliates own about half of the Debtors'
prepetition bank debt are of interest to the Debtors.  Certainly
the size of Ross' holdings and whether any other potential
bidders or creditors are "working with" Ross have a direct
bearing on the Sale process and the Debtors' efforts to maintain
a level playing field for all parties, Mr. Schrock says.
Consequently, to the extent the Court grants the Committee's
request, the Debtors seek the Court's authority to participate in
any examination of Ross and receive copies of all information
produced.

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


COMMODORE APPLIED: Sept. 30 Balance Sheet Upside-Down by $17.7MM
----------------------------------------------------------------
Commodore Applied Technologies, Inc. (OTC BB: CXIA) reported
financial results for the three and nine months ended Sept. 30,
2005.

For the three months ended Sept. 30, 2004, the company reported a
$68,000 net loss on $3.9 million of revenues.  This compares to a
net loss of $699,000 on $155,000 of revenues for the same period
in 2004.  For the nine months ended Sept. 30, 2005, the company
had a net loss $9.9 million compared to a net loss of $2.3 million
for the nine-month period ended Sept. 30, 2004.

Chairman and CEO Shelby T. Brewer stated, "On an income from
operations basis, Commodore Applied Technologies, reports a very
good performance for the quarter ending September 30, 2005.
Compared to the same quarter in 2004, there has been a $662,000
improvement in operating income."  Mr. Brewer further stated,
"This improvement is in large part due to our Oak Ridge
environmental sampling and data management contract, and the fact
that our results from that contract have exceeded our original
expectations.  The fundamentals of our business, on an income from
operations, continues to improve, and the prospects for expanding
the business both in the engineering services component and the
SET component look bright."  Mr. Brewer said: "We have recently
responded to a DOE request for bids to demonstrate innovative
technology for waste treatment at their primary legacy waste
sites.  This represents a clear opportunity to showcase our SET
technology for application to recalcitrant and anomalous wastes at
these sites."

"However," Mr. Brewer continued, "The Company recently recognized
an accrual accounting issue that our independent auditors brought
to our attention within the last two weeks.  After further
research and discussion with our independent auditors, we
determined that the embedded conversion features associated with
the New Shaar Convertible Note and the Series I Convertible
Preferred Stock issued April 12, 2005, did qualify as derivatives
in accordance with EITF 00-19 and SFAS No. 133, thus requiring
liability recognition and marking the derivative to its fair value
as of each reporting date (each quarter)."  Mr. Brewer further
stated: "Management has taken immediate steps to accurately record
and disclose this liability and is in the process of eliminating
the liability from the Company in the future."

Mr. Brewer continued: "The result of this recent determination is
the restatement of the 2005 June 10Q results and the recognition
of a non-cash expense item associated with the embedded
derivatives. As a non-cash based item, this restatement does not
subtract from our income from operations performance, which has
shown significant improvement this past three month period."

Commodore Applied Technologies, Inc. -- http://www.commodore.com/
-- is a diverse technical solutions company focused on high-end
environmental markets.  The Commodore family of companies includes
subsidiaries Commodore Solution Technologies and Commodore
Advanced Sciences.  The Commodore companies provide technical
engineering services and patented remediation technologies
designed to treat hazardous waste from nuclear and chemical
sources.

At Sept. 30, 2005, Commodore Applied Technologies, Inc.'s balance
sheet showed a $17,735,000 stockholders' deficit compared to a
$9,328,000 deficit at Dec. 31, 2004.


COOPER COS: Industry Niche Prompts S&P to Affirm BB Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Cooper Companies Inc. to stable from positive.  Ratings on the
company, including the 'BB' corporate credit rating, were
affirmed.

"The outlook change reflects lower than expected earnings and
greater than anticipated capital expenditures for the next several
years," said Standard & Poor's credit analyst Cheryl Richer.  "As
a result, we no longer expect that financial metrics will improve
to levels commensurate with a higher rating during this time."

The rating on Cooper reflects:

     * its single product line focus and

     * its No. 3 position in the $4 billion soft contact lens
       industry relative to two large competitors with materially
       greater resources.

Cooper is exposed to changes in technology in specialty lenses, as
well as the risks inherent in integrating the company's largest-
ever acquisition -- Ocular Sciences Inc. -- in January 2005.

Cooper manufactures and markets a broad range of soft contact
lenses, emphasizing value-added specialty products such as toric
lenses -- to correct astigmatism, as well as cosmetic, multifocal,
dry eye, and premium lenses.

Ocular Sciences' focus has been on the commodity end of the scale,
specifically in spherical contact lenses.  These consist of
disposables -- designed for monthly, biweekly, and daily
replacement -- and reusable lenses -- replaced annually and
quarterly -- products that face greater competition and pricing
pressure.

Cooper's lens business represents about 85% of operating income;
CooperSurgical develops, manufactures, and markets medical
devices, primarily for gynecologists and obstetricians.


COVAD COMMUNICATIONS: Chris Dunn Replaces John Trewin as CFO
------------------------------------------------------------
Covad Communications Group, Inc.'s Board of Directors appointed
Chris Dunn, age 36, as Covad's Senior Vice President and Chief
Financial Officer, effective November 10, 2005.

John Trewin is no longer serving as Covad's Senior Vice President
and Chief Financial Officer.  Mr. Trewin's last day of employment
with Covad will be November 30, 2005, with his salary, bonus
targets and benefits remaining unchanged.   Covad will make a
payment of $123,300 to Mr. Trewin under Covad's Executive
Severance Plan.  Mr. Trewin will also receive six months of
payments for continuation of his medical benefits.  In exchange,
Mr. Trewin has released all claims against Covad.

Mr. Dunn joined Covad in May 2005 as our Vice President, Financial
Planning and Analysis.  Prior to joining Covad, Mr. Dunn served as
Chief Operating Officer and Chief Financial Officer of Santa Cruz
Networks, Inc., a privately held company providing voice, video
and data over IP solutions.  Mr. Dunn joined Santa Cruz Networks
as Vice President of Finance in July 2003, was promoted to Vice
President of Finance and Operations in September 2003 and was
promoted to Chief Operating Officer and Chief Financial Officer in
January 2004, where he served until April 2005.  Mr. Dunn
previously served as Director of Business Risk Management and
Director of Corporate Development at UnitedHealth Group, a
publicly traded health care corporation, from October 2002 to July
2003.  Prior to that, Mr. Dunn held positions at Pacific Venture
Capital, LLC, a wholly owned subsidiary of PG&E Corporation, and
PG&E Corporation.  Mr. Dunn joined Pacific Venture Capital as a
Principal in January 2000, was promoted to Director in November
2000 and was brought into PG&E Corporation as Director of
Strategic Planning and Corporate Development in January 2002,
where he served until October 2002.

                   Lisa Hook Names as Director

On October 27, 2005, the Company appointed Lisa Hook as a member
of the Company's Board of Directors and as a member of the
Nominating and Corporate Governance Committee.  Ms. Hook will
serve as a Class II director - a director whose term lasts until
the 2007 annual meeting of stockholders or until her earlier
resignation or removal.

Covad Communications Group, Inc. -- http://www.covad.com/--  
provider of broadband voice and data communications.  The company
offers DSL, Voice over IP, T1, Web hosting, managed security, IP
and dial-up, and bundled voice and data services directly through
Covad's network and through Internet Service Providers, value-
added resellers, telecommunications carriers and affinity groups
to small and medium-sized businesses and home users.  Covad
broadband services are currently available across the nation in
44 states and 235 Metropolitan Statistical Areas and can be
purchased by more than 57 million homes and businesses, which
represent over 50 percent of all US homes and businesses.

At Sept. 30, 2005, Covad Communications Group, Inc.'s balance
sheet showed a stockholders' deficit of $3,746,000 compared to
$25,713,000 of positive shareholder equity at June 30, 2005.


CREDIT SUISSE: Moody's Lowers Class VII-M-2 Bonds' Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service downgraded two subordinated tranches
from two mortgage backed securitization issued by Credit Suisse
First Boston Mortgage Securities Corp. in 2001 and 2002.  The
actions are based on the fact that the bonds' current credit
enhancement levels, including excess spread where applicable, may
be low compared to the current projected loss numbers for the
current rating level.

The complete rating actions are:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.

Downgrades:

   * Series 2001-2; Class B-3, downgraded to Ba1 from Baa2
   * Series 2002-AR31; Class VII-M-2, downgraded to Ba2 from Baa2


CREDIT SUISSE: Moody's Rates Class B-3 Sub. Certificates at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Credit Suisse First Boston Mortgage
Securities Corp. Home Equity Asset Trust 2005-8, and ratings
ranging from Aa1 to Ba2 to the subordinate certificates in the
deal.

The securitization is backed by two groups of subprime mortgage
loans originated by various originators and acquired by DLJ
Mortgage Capital.  The ratings are based primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- excess spread,
     -- overcollateralization,
     -- subordination, and
     -- a swap agreement.

Moody's expects collateral losses to range from 4.60% to 5.10%.

Wells Fargo Bank and Select Portfolio Servicing will service the
loans.  Moody's has assigned Wells Fargo Bank an SQ1 servicer
quality rating and assigned SPS an SQ3 servicer quality rating.

The complete rating actions are:

  Home Equity Asset Trust 2005-8

  Home Equity Pass-Through Certificates, Series 2005-8

     * Class 1-A-1, rated Aaa
     * Class 2-A-1, rated Aaa
     * Class 2-A-2, rated Aaa
     * Class 2-A-3, rated Aaa
     * Class 2-A-4, rated Aaa
     * Class M-1, rated Aa1
     * Class M-2, rated Aa2
     * Class M-3, rated Aa3
     * Class M-4, rated A1
     * Class M-5, rated A2
     * Class M-6, rated A3
     * Class M-7, rated Baa1
     * Class M-8, rated Baa2
     * Class B-1, rated Baa3
     * Class B-2, rated Ba1
     * Class B-3, rated Ba2


CROSS COUNTRY: S&P Withdraws BB- Credit Rating After Debt Payment
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Cross
Country Healthcare Inc., including the previous 'BB-' corporate
credit rating.  The ratings were withdrawn after the company
retired all of its outstanding rated debt.


CROWN RESOURCES: Posts $570,000 Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------------
For the three months ended Sept. 30, 2005, Crown Resources
Corporation recorded a net loss of $570,000, compared to net loss
of $6,591,000 for the same period in the prior year.

Management attributes the decrease in net loss in the three months
ended Sept. 30, 2005 compared to the three months ended Sept. 30,
2004, primarily to the reduction in a recognition of loss on
derivative instrument of $515,000 during the three months ended
Sept. 30, 2005, compared to a loss of $3,253,000 during the three
months ended Sept. 30, 2004.

Crown Resources incurred a $681,000 net loss for the nine months
ended Sept. 30, 2005, compared to net loss of $6,611,000 for the
nine months ended Sept. 30, 2004.

The Company's balance sheet showed $40,112,000 in total assets at
Sept. 30, 2005, and liabilities of $16,593,000.  Cash and cash
equivalents amounted to $1,910,000 at September 30, 2005.  These
funds are generally invested in short-term interest-bearing
deposits and securities, pending investment in current and future
projects.  Working capital at September 30, 2005 was $1,133,000.

                         Kinross Merger

Crown executed a definitive agreement to merge with Kinross Gold
Corporation, on Nov. 20, 2003.  The merger is subject to the
approval of Crown's shareholders and customary closing conditions.

On May 31, 2005, the Company amended the merger agreement with
Kinross to:

     a) extend the Termination Date from May 31, 2005 to March 31,
        2006, or Dec. 31, 2005 if Kinross has not filed its 2004
        audited financial statements with the Securities and
        Exchange Commission on or before Dec. 31, 2005;

     b) increase the exchange ratio to 0.34 shares;

     c) put a valuation collar on the transaction whereby the
        maximum value of Kinross common shares to be issued to
        Crown shareholders (excluding any Crown common shares held
        by Kinross) is $110 million and the minimum value is $77.5
        million;

     d) provide that Kinross would invest in a $10 million
        convertible debenture issued by the Company on or before
        June 20, 2005; and

     e) provide that if the Company paid a dividend of up to $0.21
        per share to its shareholders, Kinross would reimburse the
        payment upon the payment of certain third party invoices
        received by the Company after June 1, 2005 for permitting
        and development of Crown's Buckhorn Mountain Project.

As a result of the amendment, as of Sept. 30, 2005, the Company
recorded an increase in mineral properties of $1,662,000 for
permitting and other related costs on invoices received after June
1, 2005 to be paid by Kinross, which has been recorded as a
capital contribution to paid-in capital.  Through Sept. 30, 2005
Kinross has paid $969,000 of those costs and the Company has
recorded a receivable from Kinross of $693,000 as of Sept. 30,
2005 in stockholders equity for the balance.

As reported in the Troubled Company Reporter on Sept. 13, 2005,
Crown will need significant additional financial resources to
develop the Buckhorn Mountain Project if the merger with Kinross
is not completed.  Crown currently estimates the initial capital
cost for the Buckhorn Mountain Project will require up to
$32.6 million.

                  About Crown Resources

Headquartered in Wheat Ridge, Colorado, Crown Resources
Corporation -- http://www.crownresources.com/-- acquires,
explores and develops mineral interests in the western United
States.  The Company owns the Buckhorn Mountain project in
Washington state.  The Company filed for chapter 11 protection on
March 8, 2002 (Bankr. D. Colo. Case No. 02-12949).  Joel Laufer,
Esq., at Rubner Padjen and Laufer LLC represented the Debtor.  On
May 30, 2002, the Honorable Donald E. Cordova confirmed the
Debtor's Plan of Reorganization and that Plan became effective on
June 11, 2002.


DATAMETRICS CORPORATION: Restructures Debt Obligation with SG DMTI
------------------------------------------------------------------
DataMetrics Corporation (Pink Sheets:DMTI) closed on the sale of
its headquarters building located at 1717 Diplomacy Row, Orlando
Florida to SG DMTI, LLC.  Concurrent with the closing, DataMetrics
Corporation and SGD entered into a five year triple-net lease with
an additional five year option.

Daniel Bertram, President and CEO of DataMetrics, further
announced that the company and SGD also have an agreement in
principle for a restructuring of the Company's debt obligations
which, if consummated, will result in the infusion of fresh
operating capital into the company.  Financial details were not
immediately available.

"The sale/leaseback represents the first of many important and
exciting events in a significant corporate reorganization that
will ultimately strengthen our financial position and provide
capital needed to grow the business," said Mr. Bertram.

                            Sale

On Nov. 4, 2005  DataMetrics  Corporation  closed on the sale of
its headquarters building located at 1717 Diplomacy Row, Orlando
Florida to SG DMTI, LLC for gross proceeds of $1,500,000.  The net
proceeds of the sale, after satisfaction of mortgage, taxes,
liens, and other obligations of the Company were approximately
$117,000.  Concurrent with the closing of the sale of
the property,  the Company and SGD entered into a five year
triple-net lease for rent in amount of $150,000 per year.  The
lease also has an additional  five year renewal option.

                         Bridge Loan

On Nov. 7, 2005, the Company received $200,000 from SGD.  The
Bridge Loan is evidenced by a promissory note secured by
substantially all of the Companys assets.  The note accrues
interest at a rate of 10% per annum and matures on Dec. 7, 2005.
The funds are being utilized for operating  capital.  In
connection  with certain  financial restructuring of the Company,
the Company anticipates executing a second promissory note in
favor of SGD in the amount of $500,000.  It is contemplated that
the $500,000 note will offset the Bridge Loan.  There can be no
assurances, however, that the restructuring will be consummated.

DataMetrics Corporation (www.datametrics.com) designs, develops,
and manufactures ruggedized printers, plotters, workstations, PCs,
flat panel monitors, VMEs and peripherals (disk drives, tape
drives, keyboards, trackballs and other equipment) for government,
defense, aerospace, and industrial customers worldwide.
DataMetrics(tm) also offers a wide range of services including
engineering design, environmental testing, and build-to-print
capability that utilize our 40 years of experience.

At Apr. 30, 2004, DataMetrics Corporation's balance sheet showed a
$2,765,000 stockholders' deficit compared to a $2,733,000 deficit
at Jan. 31, 2004.


DELPHI INC: Can Access $2 Billion Under Amended DIP Financing Pact
------------------------------------------------------------------
Delphi Corporation and its debtor-affiliates has entered into an
amended and restated revolving credit, term loan and guaranty
agreement on Nov. 21, 2005, to borrow up to $2 billion in debtor-
in-possession financing from a syndicate of lenders.

The syndicate is arranged by J.P. Morgan Securities Inc.,
Citigroup Global Markets, Inc., and Deutsche Bank Securities Inc.
JPMorgan Chase Bank, N.A. serves as the administrative agent for
the Amended DIP Credit Facility, while Citicorp USA, Inc., acts as
syndication agent.

The amended DIP credit facility consists of:

   -- a $1.75 billion revolving facility, and
   -- a $250 million term loan facility.

The amended facility adds new lenders to the DIP credit facility,
increases the interest rate that was provided under the DIP credit
agreement and alters the provisions regarding future amendments.

In addition, the amended facility carries an interest rate at the
option of Delphi of either:

     (i) the Administrative Agent's Alternate Base Rate plus
         1.75%; or

    (ii) 2.75% above the Eurodollar base rate, which is the London
         Interbank Borrowing Rate.

The LIBOR interest rate period can be set at a one, two, three or
six-month period as selected by Delphi in accordance with the
terms of the Amended DIP Credit Facility.  Accordingly, the
interest rate will fluctuate based on the movement of the
Alternate Base Rate or LIBOR through the term of the DIP Loans.

The Amended DIP Credit Facility will expire prior to Oct. 8, 2007,
and the date of the substantial consummation of a confirmed
Reorganization Plan pursuant to Bankruptcy Court order.
Borrowings under the Amended DIP Credit Facility are prepayable at
Delphi's option without premium or penalty.

A full-text copy of the Debtors' Amended and Restated Revolving
Credit, Term Loan and Guaranty Agreement dated as of Nov. 21,
2005, filed with the Securities and Exchange Commission is
available at no charge at http://ResearchArchives.com/t/s?322

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.


DELPHI CORP: Can Continue Intercompany Transactions on Final Basis
-----------------------------------------------------------------
Prior to the Petition Date, Delphi Corporation and certain non-
Debtor affiliates provided a number of services to, and engaged in
intercompany financial transactions with, each other in the
ordinary course of their businesses.

Discrete transfers in the appropriate intercompany accounts are
made on account of the provision of these services.  According to
Delphi Corporation's Chairman and Chief Executive Officer, Robert
S. Miller, Jr., these transactions are recorded by each entity as
an intercompany obligation and ultimately satisfied between the
entities.

In addition, in the ordinary course of business, the Debtors
periodically are required to infuse capital into certain of their
foreign subsidiaries and affiliates.  "This infusion of capital
usually is in the form of a loan.  The Debtors use repayment of
loans as a tax efficient method of upstreaming cash throughout
their enterprise.  Because these entities are part of the
Debtors' overall corporate ownership structure, throughout the
entirety of these transactions the funds remain within the
spectrum of the Debtors' control," Mr. Miller says.

The Debtors believe that the continuation of these and other
intercompany services is beneficial to their estates and
creditors and that corresponding transfers among the appropriate
intercompany accounts should therefore be permitted.

Accordingly, the Debtors seek authority to continue the
Intercompany Transactions postpetition.  Specifically, Mr. Miller
notes, the Intercompany Transactions result in tax benefits to
the Debtors.  Additionally, if the Intercompany Transactions were
discontinued, a number of services currently provided to the
Debtors at reasonable or nominal costs would be disrupted.

The Debtors also seek authorization to preserve and exercise
intercompany setoff rights.

Mr. Miller relates that a portion of the obligations arising from
Intercompany Transactions are normally netted as part of the
Debtors' monthly Major Netting process.

Delphi's Major Netting process combines over 500 monthly payments
and receipts among approximately 88 affiliated entities in
approximately 20 countries with receipts in approximately 12
currencies into one net payment or receipt for each entity in its
local currency.  In the Major Netting process, all (a)
receivables and payables due to or from the Debtors and their
non-Debtor affiliates are netted into one payment to or from each
non-Debtor affiliate in their local currency, and (b)
disbursements made in currencies other than U.S. dollars for the
Debtors' domestic division payments to third-party foreign
suppliers are converted into that supplier's local currency.

Furthermore, Mr. Miller continues, the Debtors' Integrated Cash
Management System and other processes in place allow the Debtors
to track all obligations owing between related entities and
thereby ensures that all setoffs of Intercompany Transactions
through the Major Netting process will meet both the mutuality
and timing requirements of Section 553 of the Bankruptcy Code.
Therefore, the Debtors request that the Debtors and their non-
Debtor affiliates be expressly authorized to set off prepetition
obligations arising on account of Intercompany Transactions
between a Debtor and another Debtor, or between a Debtor and a
non-Debtor.

Mr. Miller asserts that the Major Netting process provides
numerous benefits to the Debtors and they therefore seek to
continue Major Netting postpetition in the ordinary course of
their businesses.

                       *     *     *

The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York grants the Debtors' request on a
final basis.

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. (Delphi
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Can Continue Using Existing Business Forms
-------------------------------------------------------
To minimize expenses to their estates, Delphi Corporation and its
debtor-affiliates sought and obtained a final order from The
Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court authorizing them to continue using all
correspondence and business forms -- including, but not limited
to, letterheads, purchase orders, and invoices -- existing
immediately prior to the Petition Date without reference to the
Debtors' status as debtors-in-possession.  As soon as reasonably
practicable, however, the Debtors will cause the phrase "Debtor-
In-Possession" to be included on their checks issued within the
United States.

John Wm. Butler, Jr., Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Chicago, Illinois, points out that parties doing business
with the Debtors undoubtedly will be aware of the Debtors' status
as debtors-in-possession as a result of the size and notoriety of
their cases, the press releases issued by the Debtors, and
information circulating within the automotive industry.  Moreover,
each of the Debtors' vendors will receive direct notice of the
commencement of the Debtors' Chapter 11 cases.

"Changing correspondence and business forms would be expensive,
unnecessary, and burdensome to the Debtors' estates and
disruptive to the Debtors' business operations and would not
confer any benefit upon those dealing with the Debtors," Mr.
Butler says.

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. (Delphi
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELPHI CORP: Creditors Panel Taps Latham & Watkins as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Delphi
Corporation and its debtor-affiliates' chapter 11 cases asks the
Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York for authority to retain Latham &
Watkins LLP, as its counsel, nunc pro tunc to October 17, 2005.

The Committee believes that Latham & Watkins is well qualified to
represent it in the Debtors' cases because of, among other
things, the firm's considerable experience and knowledge in the
field of creditors' rights and business reorganizations under
Chapter 11 of the Bankruptcy Code, as well as in other areas of
law related to the Debtors' cases, including, but not limited to,
corporate, banking, ERISA and benefits matters.

As counsel, Latham & Watkins will, among other things:

    (a) advise the Committee with respect to its rights, duties
        and powers in the Debtors' cases;

    (b) assist and advise the Committee in its consultations with
        the Debtors relative to the administration of their cases;

    (c) assist the Committee in analyzing the claims of the
        Debtors' creditors and the Debtors' capital structure and
        in negotiating with holders of claims and equity
        interests;

    (d) assist the Committee in its investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtors and of the operation of their businesses;

    (e) assist the Committee in its analysis of, and negotiations
        with, the Debtors or any third party concerning matters
        related to, among other things, the assumption or
        rejection of certain leases of non-residential real
        property and executory contracts, asset dispositions,
        financing of other transactions and the terms of one or
        more plans of reorganization for the Debtors and
        accompanying disclosure statements and related plan
        documents;

    (f) assist and advise the Committee as to its communications
        to the general creditor body regarding significant matters
        in the Debtors' cases;

    (g) represent the Committee at all hearings and other
        proceedings;

    (h) review and analyze all motions, applications, orders,
        statements of operations and schedules filed with the
        Court and advise the Committee as to their propriety, and
        to the extent deemed appropriate by the Committee's
        support, join or object thereto;

    (i) advise and assist the Committee with respect to any
        legislative or governmental activities;

    (j) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of its
        interests and objectives;

    (k) investigate and analyze any claims against the Debtors'
        non-debtor affiliates;

    (l) prepare, on the Committee's behalf, any pleadings,
        including without limitation, motions, memoranda,
        complaints, adversary complaints, objections or comments;
        and

    (m) perform other legal services as may be required or are
        otherwise deemed to be in the Committee's interests in
        accordance with its powers and duties as set under
        applicable law.

The Debtors will pay the firm at its customary hourly rates,
subject to periodic adjustments:

    * General Rates:

      Designation                       Hourly Rate
      -----------                       -----------
      Partners                          $595 - $825
      Counsel                           $550 - $575
      Associates                        $290 - $550
      Paralegals                        $150 - $240

    * Partners Expected to be Most Active:

      Professional                         Rate
      ------------                         ----
      Robert J. Rosenberg, Esq.            $795
      Mitchell A. Seider, Esq.             $710
      Mark A. Broude, Esq.                 $685

    * Associates Expected to be Most Active:

      Professional                         Rate
      ------------                         ----
      Henry P. Baer, Jr., Esq.             $520
      John W. Weiss, Esq.                  $450
      Michael J. Riela, Esq.               $425
      Erika Ruiz, Esq.                     $395
      Alan L. Leavitt, Esq.                $330
      Graeme P. Smyth, Esq.                $310

    * Paraprofessionals Expected to be Most Active:

      Leslie A. Salcedo                    $170
      Rassa L. Ahmadi                      $160

Robert J. Rosenberg, Esq., a partner at Latham & Watkins, assures
Judge Drain that the firm is a "disinterested person" as that
term is defined under Section 101(14) and as required under
Section 1103(b) of the Bankruptcy Code.

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. (Delphi
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


DELTA AIR: Sells Two Embraer Aircraft to Provo Air for $1.2 Mil.
----------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York
The Debtors seek the Court's authority to sell to Provo Air
Center, Ltd.:

   -- two Embraer EMB-120ER airframes bearing U.S. Federal
      Aviation Administration registration numbers N503AS and
      N639AS; and

   -- two Pratt & Whitney PW118 engines installed on each
      airframe and other associated equipment, fixtures and
      related documents.

Provo Air will purchase the N503AS Aircraft for $1,172,000 and
the N639AS Aircraft for $1,128,000, pursuant to an Aircraft
Purchase and Sale Agreement, dated August 19, 2005, as amended,
between Delta Air Lines, Inc., and Provo Air.

Provo Air is a member company of the InterIsland Aviation
Services Group.

Each of the Aircraft was put into service between May 1987 and
September 1993.  Before the Petition Date, the Aircraft were
owned by Atlantic Southeast Airlines, Inc., a subsidiary of
Delta.

On August 3, 2005, ASA entered into a Sale Agreement with Air
Turks and Caicos (2003) Ltd., but before the consummation of the
Sale Agreement, Delta sold ASA.  As part of the ASA sale, Delta
and ASA entered into an Aircraft Purchase and Sale Agreement,
dated August 26, 2005, pursuant to which Delta purchased 16
Embraer EMB-120 Aircraft and spare engines, including the
Aircraft.

Pursuant to a side letter dated August 19, 2005, Delta notified
Turks and Caicos that the Sale Agreement would be assigned to
Delta.  Thereafter, ASA and Delta entered into an Assignment and
Assumption of Rights Purchase Agreement, dated September 24,
2005, whereby ASA assigned all of its rights under the Sale
Agreement to Delta and Delta accepted the assignment.  Delta is
now the Seller of the Aircraft, and has agreed to perform all of
the obligations and receive benefits as the Seller under the Sale
Agreement.  ASA, however, continues to be responsible for the
maintenance of the Aircraft.

Pursuant to a side letter dated October 24, 2005, Turks and
Caicos requested Delta to agree to the assignment of the Sale
Agreement from Turks and Caicos to Provo Air.  Delta consented to
the assignment on November 8, 2005.

Delta has phased out the use of the Embraer model 120 aircraft,
and has already sold 24 of the aircraft.  The two Aircraft have
been grounded since September 2004 and are among the remaining 13
Embraer model 120 aircraft that Delta seeks to sell.

Delta has actively explored possible transactions for the sale of
the Embraer model 120 aircraft.  As a result of the negotiations
surrounding its efforts to sell the surplus Embraer model 120
aircraft, Delta is familiar with the market value of the
Aircraft.

Michael E. Wiles, Esq., at Debevoise & Plimpton LLP, in New York,
relates that the Sale Agreement with Provo Air provides for a
sale at fair market value; completion of the sale would be in the
best interest of the Debtors' estates by allowing the sale to
proceed quickly and efficiently.

Upon payment in full of the purchase price and delivery of each
Aircraft, Delta will offer to Provo Air a parts credit for
$90,000 per Aircraft for the purchase of Embraer 120 parts,
components and tolling then in the Debtors' inventory.

Delta seeks the Court's permission to sell the Aircraft to Provo
Air free and clear of liens, claims, encumbrances and interests,
pursuant to Sections 363(b) and 363(f) of the Bankruptcy Code,
other than any interests permitted under the Sale Agreement.
Provo Air has conveyed that it is not willing to enter into the
Sale Agreement in the absence of the provision.

Delta notes that the Aircraft are not subject to liens securing
their obligations under the Postpetition GECC Credit Facility.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DLJ COMMERCIAL: Fitch Shaves Rating on $12.4 Million Certs. to B-
-----------------------------------------------------------------
DLJ Commercial Mortgage Corp's, series 1999-CG1 commercial
mortgage pass-through certificates are downgraded:

     -- $12.4 million class B-7 to 'B-' from 'B'.

In addition, these classes are upgraded by Fitch:

     -- $65.1 million class A-3 to 'AAA' from 'AA';
     -- $18.6 million class A-4 to 'AA' from 'AA-'.

Fitch also affirms these classes:

     -- $50.7 million class A-1A at 'AAA';
     -- $686.2 million class A-1B at 'AAA';
     -- Interest-only class S at 'AAA';
     -- $58.9 million class A-2 at 'AAA';
     -- $46.5 million class B-1 at 'A+';
     -- $15.5 million class B-2 at 'A-';
     -- $37.2 million class B-3 at 'BBB';
     -- $21.7 million class B-4 at 'BB+';
     -- $9.3 million class B-5 at 'BB-';
     -- $12.4 million class B-6 at 'B+'.
     -- $12.4 million class B-8 remains at 'CC'.

The $4.6 million class C is not rated by Fitch Ratings.

The downgrade reflects the deterioration of the credit enhancement
to the class B-7 certificates as a result of the expected losses
on the specially serviced assets.

The upgrades are a result of increased credit enhancement to the
senior classes due to additional paydown and defeasance since
Fitch's last rating action.  Forty-two loans have been fully
defeased.

As of the November 2005 distribution date, the pool's aggregate
principal balance has been reduced 15.2% to $1.05 billion from
$1.24 billion at issuance.  To date, the transaction has realized
$20.1 million in losses.  There are currently four loans in
special servicing and losses are expected.

The largest specially serviced loan is a retail property located
in Roanoke Rapids, North Carolina and is currently 90+ days
delinquent.  The special servicer is in the process of finalizing
a deed-in-lieu of foreclosure.

The second largest specially serviced loan is an office property
located in Colorado Springs, Colorado and is currently 90+ days
delinquent.  The loan transferred to the special servicer when MCI
WorldCom vacated their space, 54% net rentable area, at year-end
2004.  MCI paid rent until their lease expiration date in March
2005.

The third specially serviced loan is a retail property located in
Joliet, Illinois and is currently 60 days delinquent.  The loan
transferred to the special servicer due to declining cash flow and
major deferred maintenance issues as well as environmental
concerns.  In addition, the anchor tenant, Dominick's vacated
their space two years ago and continues to pay rent through its
lease expiration in January 2006.

The fourth specially serviced loan is secured by four multifamily
buildings located in Metaire, Louisiana and is currently 60 days
delinquent.  The loan transferred to the special servicer in
November 2005 as a result of damage to the buildings from
Hurricane Katrina.  The buildings sustained flood and wind damage
to the roofs, siding, gutter, railing and fences.  The borrower
has wind/storm and flood insurance and insurance adjusters have
been out to the property to assess damages.

The transaction contains one Fitch credit assessed loan.  The
Winston hotel portfolio maintains a below investment grade credit
assessment.  The loan is secured by 14-limited service hotels
located in nine states.


DMX MUSIC: Wants Exclusive Period Stretched to January 16
---------------------------------------------------------
DMX Music, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend until Jan. 16, 2006,
the period within which they have the exclusive right to file a
chapter 11 plan.  The Debtors also want their exclusive right to
solicit plan acceptances extended through Mar. 17, 2005.

The Debtors remind the Court that since the commencement of their
chapter 11 cases, the majority of their time and efforts have been
devoted to:

    (a) stabilizing their business operations,

    (b) completing the transition to operating as chapter 11
        debtors-in-possession; and

    (c) marketing and selling substantially all of their assets.

As reported in the Troubled Company Reporter on May 17, 2005, the
Debtors obtained Court approval for the sale of all of its
domestic and international operations to THP Capstar, Inc.  THP
Capstar had offered $75 million to purchase these assets and has
signed an Asset Purchase Agreement.

The Debtors tell the Court that because of the sale process, they
have stopped the accrual of additional administrative expenses
claims associated with operating debtors in chapter 11 cases.  The
Debtors further tell the Court that they have been paying debts as
they come due and acted in good faith throughout the sale process
and maximized the value of their estates for the benefit of all
creditors.

The Debtors say that they are now entering the next phase of their
cases and that is, the negotiation and confirmation of a
liquidating chapter 11 plan that allocates the proceeds of the
sale.

The Debtors say that extending their exclusive period to file a
plan will afford them a reasonable opportunity to negotiate with
their creditors and propose and confirm a consensual plan.

Headquartered in Los Angeles, California, Maxide Acquisition,
Inc., dba DMX MUSIC, Inc. -- http://www.dmxmusic.com/-- is
majority-owned by Liberty Digital, a subsidiary of Liberty Media
Corporation, with operations in more than 100 countries.  DMX
MUSIC distributes its music and visual services worldwide to more
than 11 million homes, 180,000 businesses, and 30 airlines with a
worldwide daily listening audience of more than 100 million
people.  The Company and its debtor-affiliates filed for chapter
11 protection on Feb. 14, 2005 (Bankr. D. Del. Case No. 05-10431).
The case is jointly administered with Maxide Acquisition, Inc.
(Bankr. D. Del. Case No. 05-10429).  Curtis A. Hehn, Esq., 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 estimated more than $100 million in assets
and debts.


DOLLAR GENERAL: Earns $64.4 Million of Net Income in Third Quarter
------------------------------------------------------------------
Dollar General Corporation (NYSE: DG) reported net income for the
third quarter of fiscal 2005 of $64.4 million, compared to net
income of $71.1 million in the third quarter of fiscal 2004.

Net sales for the third quarter ended Oct. 28, 2005, were
$2.1 billion, a 9.5 percent increase over net sales of
$1.9 billion for the same period of fiscal 2004.  The increase was
a result of opening new stores and a same-store sales increase of
1.4 percent.

As a percentage of sales, gross profit for the fiscal 2005 third
quarter declined to 28.1 percent from 29.5 percent for the
comparable period in fiscal 2004.  The decrease in the gross
profit rate is primarily attributable to:

     * lower sales, as a percentage of total sales, in the
       company's seasonal, home products and basic clothing
       categories, which have higher than average mark-ups;

     * increased markdowns as a result of the company's initiative
       to reduce per-store inventory;

     * higher distribution and transportation expenses primarily
       attributable to increased fuel costs; and

     * the impact of the RIM expansion.

These factors were partially offset by higher average mark-ups in
the 2005 period as compared with the 2004 period.

During the fiscal 2005 third quarter, Hurricanes Katrina, Rita and
Wilma impacted the company in the form of store closings prior to
and during the hurricanes' landfalls, as well as after the storms
due to power outages and damages sustained.  The most significant
storm-related company losses were related to merchandise
inventories, furniture and fixtures, which were primarily offset
by insurance proceeds.

For the 39-week year-to-date period, net income was $204.9 million
in fiscal 2005, compared to $210.3 million in the comparable prior
year period.  The impact of the RIM expansion for the 2005
year-to-date period was to decrease income before income taxes by
approximately $17.5 million.

Headquartered in Goodlettsville, Tennessee, Dollar General --
http://www.dollargeneral.com/-- is a Fortune 500(R) discount
retailer with 7,821 neighborhood stores as of October 28, 2005.
Dollar General stores offer convenience and value to customers by
offering consumable basic items that are frequently used and
replenished, such as food, snacks, health and beauty aids and
cleaning supplies, as well as a selection of basic apparel,
housewares and seasonal items at everyday low prices.

Dollar General's 8-5/8% Exchange Notes due 2010 carry Moody's
Investors Service's Ba1 rating.


E.DIGITAL CORP: Sept. 30 Balance Sheet Upside-Down by $3.1 Million
------------------------------------------------------------------
e.Digital Corporation delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 14, 2005.

For the second quarter of fiscal 2006, the company reported total
revenues of $1,990,139, a less than 1% decrease from total
revenues of $2,028,484 for the second quarter of fiscal 2005.

The company reported a net loss for the second quarter of fiscal
2006 of $254,568 as compared to a loss of $510,390 for the prior
second quarter of fiscal 2005.

For the six months ended Sept. 30, 2005, the company reported
total revenues of $2,988,348, a 40% increase from total revenues
of $2,121,648 for the six months of fiscal 2005.

For the six months ended Sept. 30, 2005, the company reported a
gross profit of $710,630 compared to a gross profit of $435,675
for the first six months of fiscal 2005.  The company reported a
loss for the six months of the current fiscal year of $901,843 as
compared to a loss of $1,246,886 for the prior year's six months.

At Sept. 30, 2005, the company had working capital deficit of
$3,183,170 compared to a working capital deficit of $1,489,774 at
Mar. 31, 2005.  Cash used in operating activities for the six
month period ended September 30, 2005 was $900,244 resulting
primarily from the $901,843 loss for the period, a decrease of
$16,668 in deferred revenue, a decrease of $427,433 in prepaid
expenses and other, an increase of $85,998 in other accounts
payable, a decrease of $15,938 in accrued employee benefits, and a
decrease of $31,016 in accounts receivable and a decrease of
$666,610 in customer deposits.  During the six months ended Sept.
30, 2005, the Company purchased no additional property and
equipment.

For the six months ended Sept. 30, 2005, cash used in financing
activities was $8,540 resulting primarily from principal payment
on the 15% Unsecured Promissory Note.  For the six months ended
September 30, 2005, net cash and cash equivalents decreased by
$908,784.

At Sept. 30, 2005, the company had net accounts receivable of
$21,826 as compared to $52,841 at Mar. 31, 2005.  The decrease in
receivables can be attributed to the Company's policy to grant
payment upon receipt terms to our customers.  Receivables can vary
dramatically due to the timing of product shipments and contract
arrangements on development agreements.

At Sept. 30, 2005, the company had cash and cash equivalents of
$380,469.  Other than cash and cash equivalents and accounts
receivable, the company had no material unused sources of
liquidity.  The company had no material commitments for capital
expenditures or resources.

Based on the company's cash position assuming:

    (a) continuation of existing business customers arrangements,
        and

    (b) currently planned expenditures and level of operation,

the company believes it will require approximately $1,000,000 of
additional funds for the next twelve months of operations plus
amounts required to make payments on the:

    * 15% Unsecured Notes of $750,000,
    * 15% Note of $150,000, and
    * 12% Subordinated Promissory Note of $1,000,000.

                      Going Concern Doubt

Singer Lewak Greenbaum & Goldstein LLP expressed substantial doubt
about the company's ability to continue as a going concern after
it audited the company's financial statement for the fiscal year
ended Mar. 31, 2005.  The auditing firm points to the company's
recurring losses and stockholders' deficit.

The company's management repeated this doubt in their Form 10-Q
for the quarter ended Sept. 30, 2005 citing:

   * losses from operations;
   * negative cash flow; and
   * accumulated deficit of $72,894,695.

e.Digital Corporation is a holding company that operates through a
wholly owned California subsidiary of the same name and is
incorporated under the laws of Delaware.  The Company provides
engineering services, product reference designs and technology
platforms to customers focusing on the digital video/audio and
player/recorder markets.

At Sept. 30, 2005, e.Digital Corporation's balance sheet showed a
$3,089,211 stockholders' deficit compared to a $2,260,569 deficit
at Mar. 31, 2005.


EDGAR CLEVELAND: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Edgar M. & Teresa Cleveland
        P.O. Box 126
        Washougal, Washington 98671

Bankruptcy Case No.: 05-49032

Chapter 11 Petition Date: November 14, 2005

Court: District of Oregon (Portland)

Judge: Randall L. Dunn

Debtor's Counsel: Laura J. Walker, Esq.
                  Cable Huston Benedict Haagensen & Lloyd
                  1001 Southwest 5th Avenue, Suite 2000
                  Portland, Oregon 97204
                  Tel: (503) 224-3092
                  Fax: (503) 224-3176

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Premier West Bank             Personal guarantee      $2,900,000
P.O. Box 40                   on CD Bowling &
Medford, OR 97501             Quality Entertainment

First Independent Bank        Possible deficiency     $2,009,612
P.O. Box 8904                 on Garden Terrace
Vancouver, WA 98668           Manor, West 424 7th
                              Avenue, Spokane,
                              WA 99204
                              Value of security:
                              $1,100,000

Roy & Ellen Dettinger         Note for purchase         $262,575
4185 East Donato Drive        of Lava Lanes --
Gilbert, AZ 85299             possible preference
                              Claim

PZ Bietz                      Personal loan,            $140,000
                              promissory note

Allen Sheridan & McCanahan    Legal services on         $109,162
LLP                           Trapalis litigation
                              2003-2004

Dr. George Katsoulis          Personal loan to pay      $100,000
                              Washington Mutual --
                              Possible preference
                              Claim

Windermere Stellar Real       Five percent commission    $75,000
Estate                        on pending sale of
                              real property

John G. Robertson             Services & expenses on     $20,000
                              Spokane project

Club Regina                   Purchase agreement on       $9,000
                              time-share

Oseran Hahn Spring & Watts    Work on Northview           $6,660
                              Medical Arts building
                              (Spokane); also
                              included in Robertson
                              claim

Century Survey Inc.           Work on Northview           $4,500
                              Medical Arts Building
                              (Spokane); included in
                              Roberston claim

Budinger & Associates         Work on Northview           $1,650
                              Medical Arts Building
                              (Spokane); included in
                              Roberston claim

IRS Environmental of          Work on Northview           $1,554
Washington                    Medical Arts Building
                              (Spokane) included in
                              Robertson claim

First Independent Bank        Credit card                 $1,061

PUD #1 Skamania County        Electric bill --              $500
                              Current month only
                              (estimated)

Bank of America               Credit Card                   $445

Citibank                      Credit card                    $49

Verizon                       Residential phone line         $21

Access                        Telephone                  Unknown


EPIXTAR CORP: Committee Employs Genovese Joblove as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
gave the Official Committee of Unsecured Creditors of Epixtar
Corp. and its debtor-affiliates permission to employ Genovese,
Joblove & Battista, P.A., as its counsel.

Genovese Joblove will:

   a) advise the Committee with respect to its rights, powers, and
      duties in these cases;

   b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of these cases;

   c) assist the Committee in analyzing the claims of the Debtors'
      creditors and in negotiating with some creditors;

   d) assist the Committee's investigation of the Debtors' acts,
      conduct, assets, liabilities and financial condition and of
      the operation of the Debtors' businesses;

   e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to, among other things, the terms of a plan or plans
      of reorganization;

   f) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these cases;

   g) represent the Committee at all hearings and other
      proceedings;

   h) review and analyze all applications, orders, statements of
      operations, and schedules filed with the Court and advise
      the Committee as to their property;

   i) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interests and objectives; and

   j) perform such other legal services as may be required and are
      deemed to be in the Committee's interests in accordance with
      the Committee's powers and duties as set forth in the
      bankruptcy code.

Glenn D. Moses, Esq., one of the lead attorneys for the Committee,
disclosed his firm's professionals hourly rates:

             Professional                 Hourly Rate
             ------------                 -----------
           Paul J. Battista, Esq.            $410
           Glenn D. Moses, Esq.              $350
           Associates                     $195 - $275
           Legal Assistants               $75 - $110

To the best of the Committee's knowledge, Genovese Joblove is a
"disinterested person" as that term is defined in section 101(14)
of the bankruptcy code.

Headquartered in Miami, Florida, Epixtar Corp. --
http://www.epixtar.com/-- f/d/b/a Global Assets Holding Inc.,
aggregates contact center capacity and robust telephony
infrastructure to deliver comprehensive, turnkey services to the
enterprise market.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 6, 2005 (Bank. S.D. Fla. Case
No. 05-42040).  Michael D. Seese, Esq., at Kluger, Peretz,
Kaplan & Berlin, P.L., represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $30,376,521 and total
debts of $39,158,724.


EXIDE TECH: U.S. Atty. Says Bankr. Won't Erase $28M Criminal Fines
------------------------------------------------------------------
The United States Attorney's Office for the Southern District of
Illinois asks the U.S. District Court for the Southern District of
Illinois to inquire into Exide Technologies' alleged failure to
comply with the Court's judgment and terms of probation.

In 2001 the Company reached a plea agreement with the U.S.
Attorney resolving an investigation into a scheme by former
officers and certain corporate entities involving fraudulent
representations and promises in connection with the distribution,
sale and marketing of automotive batteries between 1994 and 1997.
The Company agreed to pay a fine of $27.5 million over five years,
to five years' probation and to cooperate with the U.S. Attorney
in her prosecution of the former officers.  Generally, failure to
comply with the provisions of the plea agreement, including the
obligation to pay the fine, would permit the U.S. Government to
reopen the case against the Company.

In 2002, the U.S. Attorney filed a claim as a general unsecured
creditor for $27.9 million.  Also, if the U.S. Government were to
assert that the obligation to pay the fine was not discharged
under the Plan of Reorganization, the Company could be required to
pay it.  In January 2005, the U.S. Attorney's Office requested
additional information regarding whether the Company adequately
disclosed its financial condition at the time the plea agreement
and the associated fine were approved by the U.S. District Court.
The Company supplied correspondence and other materials responsive
to this request.

In the motion for inquiry, the U.S. Attorney's Office asserts that
bankruptcy does not discharge criminal fines and that the Company
did not adequately disclose its financial condition at the time
the plea agreement and associated fine were approved by the
District Court.  It is possible that the Court could hold the
Company in contempt and order it to pay the original fine, as well
as an additional amount up to approximately 115% of the original
fine.

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.


FALCON PRODUCTS: PBGC Assumes Two of Three Pension Plans
--------------------------------------------------------
The Pension Benefit Guaranty Corporation has taken over two
pension plans covering nearly 2,300 workers and retirees of the
St. Louis-based institutional furniture maker Falcon Products Inc.
and its subsidiary Shelby Williams Industries Inc.

Falcon Products and Shelby Williams, along with seven other
subsidiaries of Falcon Products, filed for bankruptcy protection
in January 2005.  The companies filed an application with PBGC to
terminate the plans in June 2005, and sought Bankruptcy Court
approval in September 2005.  The Bankruptcy Court has ruled that
the companies satisfy the legal test for terminating the plans,
and the PBGC has determined that they meet all criteria under
federal law to transfer their pension liabilities to the pension
insurance program.

The Falcon Products Inc. Retirement Plan and the Shelby Williams
Industries Inc. Employees Pension Plan ended as of Aug. 31, 2005.
Together, the plans are 44% funded, with about $26 million in
assets to cover nearly $59 million in promised benefits.  The PBGC
estimates that it will be responsible for $31.6 million of the
$33 million shortfall.

A third pension plan, covering some 70 employees and retirees of
another Falcon Products subsidiary, Sellers & Josephson Inc. will
remain ongoing pending PBGC's appeal of the Bankruptcy Court's
decision on plan terminations.  The PBGC believes the Court erred
by finding that Falcon Products and the other bankrupt companies
could not afford the three plans together, rather than considering
each plan on a separate basis.  The agency believes such an
analysis would have shown that the Sellers & Josephson Inc.
Employees Pension Plan could be maintained by Falcon Products.

Workers covered by the Falcon Products and Shelby Williams plans
will receive their pension benefits up to the limits set by law.
Retirees will continue to receive monthly benefit checks without
interruption, and other workers will receive their pensions when
eligible to retire.  Under federal pension law, the maximum
guaranteed pension at age 65 for participants in plans that
terminate in 2005 is $45,614 per year.  The maximum guaranteed
amount is lower for those who retire earlier or elect survivor
benefits.  In addition, certain early retirement subsidies and
benefit increases made within the past five years may not be fully
guaranteed.

Within the next several weeks, the PBGC will send trusteeship
notification letters to all participants in the two terminated
pension plans.

Retirees of Falcon Products and Shelby Williams who draw a benefit
from the PBGC may be eligible for the federal Health Coverage Tax
Credit.

Falcon Products' facilities outside of St. Louis include those of
Shelby Williams in Morristown, Tenn. and Sellers & Josephson in
Englewood and Carlstadt, N.J.

The Pension Benefit Guaranty Corporation is a federal corporation
created under the Employee Retirement Income Security Act of 1974.
It currently guarantees payment of basic pension benefits earned
by 44 million American workers and retirees participating in over
31,000 private-sector defined benefit pension plans.  The agency
receives no funds from general tax revenues.  Operations are
financed largely by insurance premiums paid by companies that
sponsor pension plans and by investment returns.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc.
-- http://www.falconproducts.com/-- designs, manufactures, and
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.   On Oct. 18,
2005, the Honorable Barry S. Schermer confirmed the Debtors' Third
Amended Joint Plan of Reorganization.


FEDERAL-MOGUL: Gets Court Nod to Sell Lydney Property for $18.8MM
-----------------------------------------------------------------
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, P.C., in Wilmington, Delaware, relates that
T&N Limited, Federal-Mogul Sintered Products Ltd. and
Federal-Mogul Camshaft Castings, Ltd., U.K. based debtor-
affiliates of Federal-Mogul Corporation, own two foundries in a
26-acre land located in Lydney, England.

The U.K. Debtors also own 41.65 acres of land that T&N acquired
decades ago in anticipation of expanding the operations of the
Lydney Foundries.  The expansion never occurred.

The 41.65-acre land currently houses a nine-hole golf course that
Lydney Golf Club leased from F-M Sintered since 1983.  The
current golf club lease allows F-M Sintered to terminate the
lease on three-month notice with a payment of GBP25,000 or
$44,000.

F-M Camshaft began winding down its operations and closing Lydney
Foundry 1 in 2004.  With the winding of the Lydney Foundry 1
operations and in light of the Debtors' current focus on
developing their manufacturing operations at other facilities,
the retention of the Lydney Property no longer fits with the
Debtors' business plan for the U.K. Debtors, Ms. McFarland tells
the U.S. Bankruptcy Court for the District of Delaware.

Hence, the Debtors decided to sell the Lydney Property,
consisting of:

    a. Lydney Foundry 1;

    b. the 10.5-acre land surrounding Lydney Foundry 1; and

    c. the 41.65-acre land, on which the golf course presently
       sits.

The Debtors are retaining Lydney Foundry 2 and 15 acres of
surrounding land for ongoing operations.

                 The Marketing of the Lydney Property

In December 2003, the Debtors enlisted the services of their U.K.
real property broker, Nelson Bakewell, to market the Lydney
Property.  In February 2004, Nelson Bakewell estimated that the
Lydney Property might be worth GBP3,300,000 or $5,800,000.

The U.K. Debtors received advice that the value of the Lydney
Property would be significantly higher if the property is
redeveloped into a residential site.

Consequently, the U.K. Debtors began the process of rezoning the
Lydney Property for residential use.  According to Ms. McFarland,
the efforts have been largely successful but now are in the
stages where the actual developer must negotiate with local
authorities to have specific proposals approved.

The U.K. Debtors marketed the Lydney Property through the
national real estate press in England and a site-specific Web
site for other brokers and interested parties to view relevant
documentation.

Among other offers received, Nelson Bakewell recommended MMC
Development Limited's offer as the best offer.

                         The Sale Agreement

On August 5, 2005, T&N, F-M Sintered, and F-M Camshaft entered
into a sale agreement with MMC for GBP10.7 million or $18.8
million.

A full-text copy of the Sale Agreement is available at no cost at
http://bankrupt.com/misc/LydneySaleAgreement.pdf

The salient terms of the Sale Agreement are:

A. Purchase Price

    Aside from the $704,000 Deposit it has paid, MMC will pay:

    a. $5.8 million on the Completion Date, which is 10 days after
       all necessary consents to the sale of the Lydney Property
       are received;

    b. $5.3 million on the earlier of:

       * August 31, 2006; or

       * 60 days after the date on which local zoning authorities
         have approved of the rezoning proposals to allow MMC to
         build homes on the Lydney Property; and

    c. $7 million one year after the date that the preceding $5.3
       million was due.

    MMC's financial obligations are unconditional and are to be
    secured by the English equivalent of a second-priority lien on
    the Lydney property behind MMC's lenders.

B. Overage

    MMC will also pay an additional $4.4 million if it will be
    able to obtain zoning authority consent for additional
    development on the 10.5-acre Foundry land.

    As for the portions of the purchase price for the Lydney
    Property that are not to be paid immediately by MMC, the
    Overage is secured by the English equivalent of a second
    priority lien on the Lydney Property behind MMC's lenders.

C. F-M Camshaft Operations

    F-M Camshaft will enter into a lease with MMC to allow it
    to continue limited operations at Lydney Foundry 1 in exchange
    for a nominal sum -- one peppercorn per annum.  F-M Camshaft
    expects to maintain administrative offices, a canteen, and
    some facilities used for blending sand and inert material at
    Lydney Foundry 1 for the near term or until those operations
    can be relocated.

    The lease term runs until December 31, 2006.  The Debtors do
    not presently expect F-M Camshaft to continue any operations
    at Foundry 1 beyond 2006.

The U.K. Administrators have advised the Debtors of no financial
charges against the property.

                Possible Amendments to DIP Facility

Ms. McFarland informs the Court that the Debtors have discussed
with Citicorp USA, Inc., as Administrative Agent for the Debtors'
financing facility, concerning a non-material amendment that will
effect certain limited modifications to the negative covenants in
the DIP Facility.  The modification will allow the Debtors to
accept the installment payments called for under the Sale
Agreement consistent with the terms of the DIP Facility.

Although the amendment has not yet been finalized or approved by
the necessary lenders under the DIP Facility, the Debtors
anticipate that both finalization and approval of the amendment
will occur prior to October 28, 2005, and in any event prior to
the closing of the sale, Ms. McFarland notes.

At the Debtors' behest, the Court:

    a. approves the sale of the Lydney Property to MMC; and

    b. permits F-M Camshaft to enter into a leaseback arrangement,
       pursuant to which MMC will lease a portion of the Lydney
       Property to F-M Camshaft.

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)


FLYI INC: Asks Court for Injunction Against Utility Companies
-------------------------------------------------------------
FLYi, Inc. and its debtor-affiliates use electric, natural gas,
heat, water, sewer, telecommunications, and other services of the
same general type or nature originated and provided by 45 Utility
Companies.  The Debtors estimate that their average monthly
obligations to the Utility Companies total $303,000.

According to Brendan Linehan Shannon, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, the Debtors
intend to pay their postpetition obligations to the Utility
Companies from their $24,000,000 unencumbered cash, which is far
in excess of their expected utility usage during their Chapter 11
cases.  Additionally, the Debtors have also provided deposits to
a few utilities aggregating $16,000.

Because the Utility Companies provide services essential to the
Debtors' operations, any interruption in utility services could
prove damaging, Mr. Shannon emphasizes.

Thus, the Debtors ask the U.S. Bankruptcy Court for the District
of Delaware for interim and final orders:

   a. prohibiting the Utility Companies from altering, refusing,
      or discontinuing services to, or discriminating against,
      the Debtors on:

      * the basis of their Chapter 11 filing; or

      * account of any unpaid invoice for service provided by any
        of the Utility Companies to any of the Debtors prior to
        the Petition Date; and

   b. establishing procedures for:

      * determining requests for assurance of payment; and

      * modifying the amount of assurance of payment demanded by
        Utility Companies as adequate, including potentially to
        zero dollars.

The Debtors also ask the Court for a final hearing on their
request on or before December 2, 2005.

Mr. Shannon explains that a Final Hearing is necessary to ensure
that, if a Utility Company argues that under the new Section
366(c) of the Bankruptcy Code, it can refuse service to the
Debtors on the 30th day after the Petition Date unless either (a)
the Debtors give the Utility Company whatever assurance of
payment it has demanded; or (b) the Court modifies that demand by
the Utility Company prior to that date, the Debtors will have had
the opportunity, to the extent necessary, for the Court to make
those modifications prior to the 30th day so as to avoid any
potential termination of utility service.

The Debtors propose to implement these uniform procedures to
determine adequate assurance of payment:

   (a) The Debtors will mail a copy of the interim order to the
       Utility Companies;

   (b) A Utility Company that intends to seek assurance of
       payment from the Debtors must make a written request.  The
       Request should be received within 30 days after the date
       of the Utility Order by the Debtors, at:

                    FLYi, Inc.,
                    45200 Business Court
                    Dulles, Virginia, 20166
                    Attn: Richard J. Kennedy, Esq.

       with copies to:

                    Jones Day
                    222 East 41st Street
                    New York, New York 10017
                    Attn: Scott J. Friedman, Esq.

                         - and -

                    Young Conaway Stargatt & Taylor, LLP
                    1000 West St. 17th Floor
                    Wilmington, Delaware 19801
                    Attn: Matthew B. Lunn, Esq.

       Any Request must specify the amount and nature of
       assurance of payment that would be satisfactory to the
       Utility Company.  The Request must also state:

         i. the type of utility services that are provided;

        ii. the location for which the relevant utility services
            are provided;

       iii. a list of any deposits or other security currently
            held by the Utility Company and held immediately
            prior to the Petition Date on account of the Debtors;
            and

        iv. a description of any payment delinquency or
            irregularity by the Debtors for the postpetition
            period;

   (c) The Debtors may enter into agreements granting to the
       Utility Companies that have submitted Requests any
       assurance of payment that the Debtors, in their sole
       discretion, determine is reasonable;

   (d) If a Utility Company timely requests a reasonable
       assurance of payment, the Debtors will:

         i. file a motion seeking to modify the Request to an
            amount that the Debtors believe is adequate; and

        ii. schedule the Determination Motion for hearing.

       Except as otherwise agreed by the Debtors and a Utility
       Company:

         i. the request to file a Determination Motion must be
            received by the Debtors no later than 60 days after
            the date of the Utility Order; and

        ii. the Debtors will not be required to file a
            Determination Motion with respect to that Utility
            Company earlier than 90 days after the date of the
            Utility Order;

   (e) The assurance of payment that is adequate, for the period
       from the Petition Date until the resolution of a
       particular Request, by agreement or in connection with a
       Determination Hearing, will be zero dollars.  Any Utility
       Company that does not timely request assurance of payment
       through a Request automatically will be deemed to be
       satisfied that the amount of assurance of payment that is
       adequate under Section 366(c)(3) of the Bankruptcy Code is
       zero dollars; and

   (f) Any assurance of payment provided by the Debtors to a
       Utility Company will, to the extent not used by the
       Utility Company, be returned to the Debtors within 30 days
       after the effective date of the Debtors' plan of
       reorganization.

In the event that a Utility Company is not satisfied that the
Determination Procedures are adequate, the Debtors also propose
these supplemental procedures so that the Utility Company may be
heard on an expedited basis:

   (a) A Utility Company must file and serve a Request to be
       received by the Debtors and their counsel not later than
       15 days after the date of the Utility Order.  An Expedited
       Request should specifically state that the Utility Company
       is not satisfied with adequacy of the assurance of payment
       provided for by the Determination Procedures.

       The Expedited Request should specify the amount and nature
       of assurance of payment that would be satisfactory to the
       Utility Company and should state the information similarly
       required in the Request under the Determination
       Procedures;

   (b) Any Utility Company that does not timely make an Expedited
       Request automatically will be deemed to be satisfied that
       the amount of assurance of payment that is adequate under
       Section 366(c)(3) of the Bankruptcy Code is zero dollars
       subject to the Determination Procedures.  The failure by a
       Utility Company to make an Expedited Request will not
       waive the right of the Utility Company to make a Request
       in accordance with the Determination Procedures;

   (c) If an Expedited Request is made and is not resolved among
       the parties, the Utility Motion will be deemed to be a
       request to modify the amount of assurance of payment
       requested by the Utility Company to zero dollars or that
       other form of consideration or amount as the Debtors will
       announce in a filing with the Court prior to the Final
       Hearing.  That request would be heard at the Final
       Hearing; and

   (d) Any assurance of payment provided by the Debtors to a
       Utility Company in accordance with the Supplemental
       Procedures will, to the extent not used, be returned to
       the Debtors within 30 days after the effective date of the
       Debtors' Plan.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLYI INC: Wants ENA Advisors as Aircraft Finance Consultant
-----------------------------------------------------------
FLYi, Inc., and its debtor-affiliates anticipate a necessity for
a broad-range aircraft finance-related consulting services during
their chapter 11 cases.  Thus, the Debtors seek the U.S.
Bankruptcy Court for the District of Delaware's permission to
employ ENA Advisors LLC as their aircraft finance advisor, nunc
pro tunc to November 7, 2005, pursuant to an Engagement Letter
dated November 4, 2005.

Specifically, ENA Advisors will:

   (a) work with the Debtors to develop a comprehensive plan for
       the restructuring of the Aircraft Obligations;

   (b) approach lenders and lessors in all aircraft-related
       transactions to restructure the Debtors' obligations to
       all parties;

   (c) provide financial analysis associated with the
       restructuring of the Aircraft Obligations;

   (d) assist in the preparation of materials to be provided to
       aircraft lenders and lessors, including term sheets,
       financial proposals, and any associated documentation;

   (e) assist the Debtors' counsel in the negotiation and
       finalization of definitive documentation for the
       restructuring of the Aircraft Obligations, including the
       preparation of lease rental, debt amortization, stipulated
       loss value and termination value schedules;

   (f) assist the Debtors in the development of strategies by
       fleet-type for the rejection and orderly return
       abandonment of aircraft and in the preparation of term
       sheets to be presented to lenders and lessors shortly
       after the filing of Chapter 11 cases;

   (g) provide financial advice and assistance with respect to
       the Debtors' general restructuring and reorganization
       efforts; and

   (h) provide additional general advisory services as requested
       by the Debtors and agreed to by ENA Advisors.

Under the Engagement Letter, ENA Advisors will be paid:

   * $62,500 as up-front fee;

   * $62,500 per month, 50% of which will be credited against the
     Transaction Fee; and

   * $750,000 as Transaction Fee if the Debtors consummate a
     restructuring.

Steven S. Westberg, FLYi, Inc.'s vice president for
restructuring, relates that the Debtors have provided ENA
Advisors $10,000 as retainer for the reimbursement of expenses to
be incurred.

ENA Advisors' Chief Executive Officer and Principal, Ellen N.
Artist, has more than 25 years of experience in providing
specialized financial advice to airlines, investors and financing
entities in the airline industry through her prior business
affiliations and partnerships, and has an excellent reputation
for the services she has rendered.  Additionally, ENA Advisors is
familiar with the Debtors' current fleet and business.

ENA's Engagement Letter provides for certain indemnification
provisions.  The Debtors intend to modify the Indemnification
Provisions to provide ENA Advisors with a customary and
reasonable indemnity for aircraft finance consulting engagements
similar to those that have been approved by bankruptcy courts in
other airline Chapter 11 cases.

Ms. Artist attests that ENA Advisors is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code
and as required by Section 327(a).

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLYI INC: Wants Mercer Management as Contract Consultant
--------------------------------------------------------
FLYi, Inc., and its debtor-affiliates seek U.S. Bankruptcy Court
for the District of Delaware's permission to employ Mercer
Management Consulting, Inc., as their executory contract
consultant, nunc pro tunc to Nov. 8, 2005, pursuant to an
Engagement Letter dated Oct. 20, 2005.

Mercer Management, a corporate strategy and operational firm,
helps enterprises develop, build and operate strong businesses.
It has assisted and continues to assist a variety of large and
small domestic and international airlines, working with them to
maximize value -- both in and out of Chapter 11 -- by, among
other measures, assisting those entities in restructuring
supplier relationships reducing costs, and redefining their
corporate strategy.

Prior to Nov. 8, 2005, Mercer supported the Debtors in
reducing supplier costs, and completed a preliminary analysis
regarding which of the Debtors' executory supplier contracts
should be assumed, assigned or rejected.  Through the review, the
firm began to develop baseline and forecasting analysis that is
facilitating the Debtors' evaluation of market-based options.
Hence, Mercer has developed significant relevant experience and
expertise regarding the Debtors that will assist it in providing
effective and efficient services in the Debtors' Chapter 11
cases.

As consultant, Mercer will:

   (a) create baseline cost and forecasted spend scenarios;

   (b) analyze executory contracts and develop disposition plans;

   (c) develop and evaluate supplier scenarios based on market
       responses;

   (d) assist in negotiations and implementation planning;

   (e) assist with development of supplier-related communications
       to suppliers, creditors' committee, labor groups and other
       parties-in-interest; and

   (f) provide other executory contract-related services to the
       Debtors as requested by them and agreed to by Mercer.

Pursuant to the Engagement Letter, the Debtors' retention of
Mercer will be for three months, and will end on January 24,
2006.  Mercer will charge the Debtors $210,000 for services
performed in the first month and $170,000 per month for services
performed in the succeeding two months.

Geoffrey C. Murray, a director at Mercer, assures the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code and as required by Section
327(a) of the Bankruptcy Code.

In the event that one or more of Mercer's other clients request
the firm to engage in services focusing on direct commercial
transactions or relationships with the Debtors, Mr. Murray says,
the firm would either give notice of withdrawal or notify the
Debtors and other key parties-in-interest of the fact that it has
been requested to perform services for another client whose
posture is, or may be, adverse to the Debtors' estates.

Mr. Murray discloses that Mercer currently provides consulting
services to UAL Corporation and its affiliated debtors, ATA
Airlines, Inc., Delta Airlines, Inc., and Mesaba Aviation, Inc.,
in connection with the Airlines' Chapter 11 cases.  Although the
Airlines may be competitors, which the Debtors may have
commercial relationships with, Mercer does not believe that the
services it provides to the Airlines relate directly to the
Debtors or their Chapter 11 cases.  Mercer will continue its
representation of the Airlines, but will not do so with respect
to matters directly relating to either parties' commercial
relationship with the Debtors.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


F. OLIVER HARDY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: F. Oliver Hardy
        aka F. Oliver Hardy, M.D.
        4520 Elvis Presley Boulevard
        Memphis, Tennessee 38116

Bankruptcy Case No.: 05-40429

Type of Business: The Debtor owns 1.5% shares of
                  Mid-Town Surgery Center.

Chapter 11 Petition Date: November 16, 2005

Court: Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: P. Preston Wilson, Esq.
                  Gotten, Wilson, Savory & Beard, PLLC
                  88 Union Avenue, 14th Floor
                  Memphis, Tennessee 38103
                  Tel: (901) 523-1110
                  Fax: (901) 523-1139

Total Assets: $4,360,510

Total Debts:  $1,852,302

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Cigna Healthcare Medicare Administration         $68,432
795 Vantage Way
Nashville, TN 37206

Internal Revenue Service                         $32,948
P.O. Box 21126
Philadelphia, PA 19114

Watkins Uiberal, Accounting                      $20,000
6584 Poplar Avenue, Suite 200
Memphis, TN 38138

Memphis Pathology Lab                            $20,000

City of Memphis                                   $8,623

City of Memphis                                   $8,553

Shelby County Trustee                             $6,643

Commerce Bank                                     $5,000

Shelby County Trustee                             $2,986

City of Memphis                                   $2,828

City of Memphis                                   $2,825

Mr. Electric                                      $2,500

City of Memphis                                   $2,394

City of Memphis                                   $2,394

Shelby County Trustee                             $1,531

Shelby County Trustee                             $1,503

First National Bank of Omaha                      $1,500

Shelby County Trustee                             $1,343

Shelby County Trustee                             $1,089

Shelby County Trustee                             $1,073


FOAMEX INT'L: Court Approves KPMG as Auditors & Accountants
-----------------------------------------------------------
Pursuant to Sections 105(a), 327(a) and 1107(a) of the Bankruptcy
Code, the Debtors sought and obtained the U.S. Bankruptcy Court
for the District of Delaware's authority to employ KPMG LLC, nunc
pro tunc to the petition date.  KPMG LLC will provide auditing and
accounting services necessary in the Debtors' chapter 11 cases.

The Debtors selected KPMG as their auditors and accountants
because of the firm's diverse experience and extensive knowledge
in the fields of accounting and taxation.  The Debtors have
employed KPMG since 2004.  Hence, the Debtors conclude, KPMG is
familiar with their books, records and financial information.

As auditors and accountants, KPMG will:

    (a) review the quarterly interim consolidated financial
        information required to be filed with the Securities and
        Exchange Commission;

    (b) audit the annual consolidated financial statements
        required to be filed with the SEC;

    (c) analyze accounting issues and transactions, and consult
        with the Debtors' management regarding the proper
        accounting treatment of events, as allowed by professional
        standards;

    (d) read and comment on the Debtors' documents, if any,
        required to be filed with the SEC, or the Court, or
        otherwise related to the Debtors' Chapter 11 cases;

    (e) audit the financial statements of the Debtors' Employee
        Benefit Plans as required by the Employee Retirement
        Income Security Act and SEC Rules and Regulations;

    (f) audit management's assessment on Internal Control over
        Financial Reporting and also opine on the effectiveness of
        the Debtors' ICOFR;

    (g) provide other services required related to the Debtors'
        offer of settlement to the SEC, dated April 19, 2005,
        regarding the Cease-and-Desist proceedings; and

    (h) provide tax services, as allowed by professional
        standards.

The Debtors and KPMG estimated that the firm would spend around
12,550 hours in the United States, for a $2,750,000 flat fee,
payable in five progress payments.  Compensation for professional
services rendered to the Debtors in excess of the contemplated
12,550 hours will be based on the hours actually expended by each
assigned staff member at each staff member's hourly billing rate
less a 25% discount.

The customary hourly rates for accounting and auditing services
of KPMG's professionals are:

       Professional                           Hourly Rates
       ------------                           ------------
       Partners/Managing Directors              $600-$780
       Directors/Senior Managers/Managers       $425-$660
       Senior/Staff Accountants                 $175-$500
       Paraprofessionals                        $100-$150

Before the Petition Date, the Debtors paid $1,250,000 to KPMG.
As of the Petition Date, the Debtors have made advance payments
aggregating $340,000.  The Court rules that no part of the
Advance Payment will be held as an evergreen retainer.

A $625,000 Progress Payment due to KPMG on September 15, 2005,
was not paid.  As agreed by the parties, the Debtors will pay an
additional $660,412 to KPMG on January 12, 2006.

As of the Petition Date, KPMG LLP has provided 4,802 hours of
service to the Debtors.

Terence J. Connors, a Certified Public Accountant and a partner
at KPMG LLP, assures the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Section 345 Deposit Guideline Waived Until Nov. 29
----------------------------------------------------------------
For deposits that are not "insured or guaranteed by the United
States or by a department, agency or instrumentality of the
United States or backed by the full faith and credit of the
United States," Section 345(b) of the Bankruptcy Code provides
that the trustee must require a bond from the entity with which
the money deposited or invested in favor of the United States
secured by the undertaking of an adequate corporate surety.
Alternatively, the estate may require the entity to deposit
securities.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, asserts that requiring Foamex International
Inc., and its debtor-affiliates open multiple accounts at
different banks so that the deposits in each account would be
insured by the FDIC would be unnecessarily burdensome and would
prevent the Debtors' limited financial staff from focusing their
undivided attention on the Debtors' reorganization.  Moreover,
opening new accounts without the consent of the Debtors' lenders
would violate the terms of the Bank Facility and the Debtors'
proposed DIP financing facility.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to grant them a waiver of the deposit guidelines in
Section 345(b) to permit them to maintain their existing Bank
Accounts even though they may, from time to time, exceed the
amount insured by the Federal Deposit Insurance Corporation.

The Debtors' account balances in excess of FDIC insurance limits
are maintained with banks that are financially stable, Mr. Barry
contends.  Consequently, an interim waiver of Section 345 would
not pose a risk to the Debtors' estates or their creditors.

                       *     *     *

In a Court-approved stipulation, the Debtors and the United
States Trustee for Region 3 agree that the deposit guidelines set
in Section 345 of the bankruptcy Code is waived until Nov. 29,
2005.

The extension is without prejudice to the Debtors' right to seek
further waiver of the same deposit guidelines.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Wants to Hire Jefferson Wells as Internal Auditors
----------------------------------------------------------------
Foamex International Inc., and its debtor-affiliates require the
services of seasoned and experience internal auditors that are
familiar with their businesses and operations, their industry and
the Chapter 11 process.

By this application, the Debtors seek the U.S. Bankruptcy Court
for the District of Delaware's permission to employ Jefferson
Wells International, Inc., as their internal auditors, nunc pro
tunc to the Petition Date, pursuant to engagement agreements
between the parties dated September 19, 2005.

According to the Debtors, Jefferson Wells has served as their
internal auditors since 2004, and has developed a great deal of
institutional knowledge, and an intimate understanding, of the
Debtors' businesses, finances, operations, systems and capital
structure.

Before the Petition Date, Jefferson Wells assisted the Debtors
with testing of internal controls over financial reporting and
compliance with Section 404 of the Sarbanes-Oxley Act of 2002.
The Debtors' prepetition employment of the firm will generally
continue to be within the same scope of services.  The nature and
extent of the services that the firm will render to the Debtors
include:

    (a) teaming with the Debtors' management to more clearly
        define the scope, objectives and deliverables required for
        the successful completion of the project described in the
        Engagement Agreements;

    (b) working with the Debtors' Vice Presidents of Internal
        Audit and Manufacturing, the Debtors' Sarbanes-Oxley
        project team, and KPMG, to develop comprehensive
        documentation, controls and test scripts to successfully
        complete Sarbanes 404 work for 2005 on time and to the
        right quality standard; and

    (c) developing methods to ensure the sustainability of the
        internal control environment surrounding the ERP
        implementation described in the Engagement Agreements.

The Debtors believe that Jefferson Wells' services will not be
duplicative of those provided by other firms in their Chapter 11
cases.

The Debtors will pay Jefferson Wells based on these hourly rates:

    For the period from September 19, 2005, through October 31,
    2005:

       Professional                              Hourly Rates
       ------------                              ------------
       Director                                      $200
       Engagement Manager                            $150
       Technology Risk Management Professional       $120
       Financial Operations Professional             $120
       Internal Controls Professional                $110

    For the period from November 1, 2005, through November 1,
    2006:

       Professional                              Hourly Rates
       ------------                              ------------
       Director                                      $200
       Engagement Manager                            $165
       Technology Risk Management Professional       $132
       Financial Operations Professional             $132
       Internal Controls Professional                $121

Additionally, the Debtors will reimburse the firm for necessary
and reasonable out-of-pocket expenses incurred in providing the
professional services.

Pursuant to Sections 105(a) and 327(a) of the Bankruptcy Code,
the Debtors seek to employ Jefferson Wells without the firm being
required to submit detailed billing statements and report the
time incurred by its professionals in tenths of an hour
increments.

The Debtors propose that Jefferson Wells' time summary will
provide:

    -- the aggregate number of hours worked by each professional
       over the applicable time period;

    -- the hourly rate charged by the professional;

    -- the total fees due to Jefferson Wells with respect to the
       professional services; and

    -- a brief description of the professional services performed
       by Jefferson Wells over the applicable time period.

Maryalice DeCamp, a managing director at Jefferson Wells, assures
the Court that the firm:

    -- has no connection with the Debtors, their creditors or
       other interested parties;

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

    -- is a "disinterested person" as that term is defined in
       Section 101(14).

However, Ms. DeCamp discloses, Jefferson Wells provided, or will
continue to provide, services to these entities in cases wholly
unrelated to the Debtors:

    * AIG Global Investment Group;
    * Bank of America, NA;
    * Citigroup Insurance Investments; and
    * KPMG LLP

The Debtors owe $31,358 to Jefferson Wells for the firm's
prepetition services.  Jefferson Wells agrees to waive its
prepetition claim if the firm is employed as a professional in
the Debtors' Chapter 11 cases.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries. The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FORD MOTOR: Moody's Reviews Low-B Ratings for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the long-term ratings of Ford Motor Company (Ba1
Corporate Family and long-term, and Ba2 trust preferred) and the
long-term and short-term ratings of Ford Motor Credit Company
(Ford Credit) (Baa3 long-term and Prime-3 short-term) for possible
downgrade.  Ford's SGL-1 Speculative Grade Liquidity rating is not
included in the review and has been affirmed.

Moody's said the review of Ford's ratings is prompted by the
prospects for persistently weak financial metrics caused in part
by a severe erosion in the company's North American truck and SUV
franchise as consumer preference continues to shift toward
smaller, more fuel efficient vehicles.  Although Ford's US market
share for the ten-months through October ran at the 18.5%
benchmark identified by Moody's in prior rating actions, share in
the months of September and October approximated only 17% and the
company's shipments of full size trucks and SUVs have fallen by
30% to 40% during this two-month period.  As a result of this
market shift, which Moody's expects will continue, Ford's
performance through September 2005 has weakened, and its ability
to achieve operating performance and credit metrics that support
the Ba1 rating is becoming increasingly uncertain.

In addition to the more rapid than anticipated shift in market
demand in North America, Ford remains heavily burdened by excess
production capacity and an elevated fixed cost structure including
high medical costs.  Ford will attempt to address these
challenges, and to re-establish a more competitive and sustainable
operating model in North America, by implementing an extensive
restructuring program that will be announced in January 2006.

The ratings of The Hertz Corporation (Baa3 senior and Prime-3
short-term) are unaffected by these actions and remain on a review
for possible downgrade that was initiated on September 12, 2005.

Moody's review of the Ford ratings will focus on:

   1) the scope of the restructuring program that Ford will
      announce and the degree to which the restructuring program
      will support meaningful improvement in returns, cash
      generation and credit metrics;

   2) the potential challenges that Ford could face in
      implementing the program, including labor issues, and the
      company's contingency plans to deal with such challenges;

   3) the level of credit metrics that Ford can sustain during the
      near term as it begins to implement its restructuring which
      could potentially require sizable up front cash costs
      related to accelerated retirement plans or other
      restructuring payments;

   4) the level of liquidity that Ford will maintain until its
      turnaround actions can begin to yield material benefits; and

   5) Ford Credit's ability to continue making meaningful dividend
      payments to Ford while providing competitive customer
      financing, maintaining a sound capital structure, and
      preserving portfolio quality.

As Moody's assesses Ford's ability to sustain the current Ba1
rating, important near-term financial benchmarks, calculated based
on Moody's standard adjustments, will include:

   * EBITA margin exceeding 2%; and
   * free cash flow to debt greater than 10%.

In assessing Ford's restructuring initiatives and the resulting
impact on its longer-term credit quality, Moody's will focus on
the magnitude and timing of the anticipated cash savings, and also
on the degree to which the plan is based on realistically
achievable expectations for market share, pricing and product mix.
Moody's notes that Ford's 2002 Revitalization Plan was highly
successful at reducing capacity by 1 million units and
considerably lowering operating costs.  However, the plan fell
well short of the forecasted improvement in operating performance
due to much greater-than-anticipated pressure on market share,
pricing and mix.  Consequently, the underlying assumptions in the
2006 restructuring program will be critical considerations in
Moody's assessment of the new plan.

As Ford begins to fund the costs of these turnaround initiatives
its liquidity position, which approximated $20 billion at
September 2005, should remain sizable as a result of the $5.6
billion in proceeds from the Hertz monetization.

Moody's review of Ford Credit's ratings reflects the rating action
taken on Ford's ratings.  Because of the strong business and
financial ties that exist between Ford and Ford Credit, any
weakening at Ford could negatively impact Ford Credit's volumes,
asset quality and earnings.  These connections keep Ford Credit's
ratings closely tied to those of its parent.  Current
circumstances have also challenged Ford Credit's liquidity
profile.

In response to lower demand among unsecured debt investors, Ford
Credit has increased its reliance upon securitization, which at
September 30, 2005 represented 35% of on- and off-balance sheet
funding sources, compared with 25% at the end of 2004.  Most, but
not all, of the company's assets are securitizable, which could
prove limiting to the scale and scope of the company's operations
in the future.  But other factors help sustain the company's
liquidity profile, including lower origination levels and higher
cash balances.  To date in 2005, Ford Credit's asset quality
metrics have shown improvement, partially a reflection of the
company's tightened underwriting standards.  With lower loss
expectations, the company has decreased loss provisions from prior
year's levels, which has supported year-to-date earnings.

However, Ford Credit faces headwinds in the form of higher
borrowing costs from increased interest rates and credit spreads,
declining revenues due to the decline in the base of earnings
assets, as well as practical limits for further reductions in loss
provisions.  As a result, Moody's doesn't believe earnings and
margins can be sustained at current levels.  Moody's expects to
maintain the one-notch rating distinction between the Ford and
Ford Credit ratings.  In Moody's view, Ford Credit's assets would
likely provide better asset recovery to unsecured creditors
compared to the assets of Ford.

Ford Motor Company, headquartered in Dearborn, Michigan, is the
world's third largest automobile manufacturer.  Ford Motor Credit
Company, also headquartered in Dearborn, Michigan, is the world's
largest auto finance company.


GARDENBURGER INC: U.S. Trustee Picks 7-Member Creditors Committee
-----------------------------------------------------------------
The United States Trustee for Region 16 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in
Gardenburger, Inc.'s chapter 11 case:

    1. Annex Holdings I, L.P.
       Attn: Robert Fowler, III
       c/o Annex Capital Management LLC
       599 Lexington Avenue
       New York, New York 10022
       Tel: (212) 644-3502
       Fax: (212) 644-5391

    2. Utah Paperbox
       Attn Teri R. Jensen, VP of Finance
       340 West 200 South
       Salt Lake City, Utah 84101
       Tel: (801) 363-0093
       Cell: (801) 673-4311

    3. Strategic Staffing
       Attn: William T. Whitworth, VP
       3330 South 700 East, Suite D
       Salt Lake City, Utah 84106
       Tel: (801) 994-9494
       Fax: (801) 994-9499

    4. International Flavors & Fragrances, Inc.
       Attn: Ernest Marateo, Credit Manager
       600 Highway 36
       Hazlet, New Jersey 07330
       Tel: (732) 335-2281
       Fax: (732) 335-2669

    5. Summit packaging, Inc.
       Attn: Lynn Brown, President
       6659 Kimball Drive, Suite D-402
       Gig harbor, Washington 98335
       Tel: (253) 858-4040
       Fax: (253) 858-8181

    6. Aerotek, Inc.
       Attn: Jeff Reichert, Credit Analyst
       7301 Parkway Drive
       Hanover, Maryland 21076
       Tel: (410) 579-4307
       Fax: (410) 694-5025

    7. Churny Company
       c/o Sandra Schirmang, Senior Director of Credit
       Three Lakes Drive, NF463
       Northfield, Illinois 60093
       Tel: (847) 646-6719
       Fax: (847) 646-4479

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Los Angeles, California, Gardenburger, Inc. --
http://www.gardenburger.com/-- makes original veggie burgers and
innovates in meatless, 100% natural, low-fat food products.  The
company distributes its meatless products to more than 35,000
foodservice outlets throughout the United States and Canada.
Retail customers include more than 30,000 grocery, natural food
and club stores.  The company filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539).  David S.
Kupetz, Esq., at SulmeyerKupetz represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $21,379,886 in assets and $39,338,646 in
debts.


GARDENBURGER INC: Wants Haskell & White as Accountants
------------------------------------------------------
Gardenburger, Inc., asks the U.S. Bankruptcy Court for the Central
District of California for authority to employ Haskell & White LLP
as its accountant.

The Debtor tells the Court that Haskell & White will provide the
company with audit, accounting, tax, SEC and related financial
advisory services as necessary and appropriate in connection with
the chapter 11 case.

Wayne R. Pinnell, CPA, managing partner at Haskell & White, tells
the Court that he will bill $415 per hour for his services.  The
Firm's other professionals bill:

    Professional                Designation           Hourly Rate
    ------------                -----------           -----------
    Rick M. Smetanka, CPA       Partner                   $380
    John M. Wyson, CPA          Partner                   $365
    Todd J. Collins, CPA        Audit Manager             $265
    Michelle M. McDuffie, CPA   Senior Manager - Tax      $250
    Jennifer Lipinski           Audit Senior              $150
    Ryan C. Woodhouse           Tax Senior Accountant     $150
    Julie Liu                   Audit Staff               $125

Mr. Pinnell discloses that Haskell & White will prepare the
Debtor's federal and California income tax returns for the year
ending Sept. 30, 2005, for a flat fee of $5,500.  Mr. Pinnell
tells the Court that the Firm will also prepare other state tax
returns for Debtor for a flat fee of $750 per state or $750 per
year.

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

Headquartered in Los Angeles, California, Gardenburger, Inc. --
http://www.gardenburger.com/-- makes original veggie burgers and
innovates in meatless, 100% natural, low-fat food products.  The
company distributes its meatless products to more than 35,000
foodservice outlets throughout the United States and Canada.
Retail customers include more than 30,000 grocery, natural food
and club stores.  The company filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539).  David S.
Kupetz, Esq., at SulmeyerKupetz represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $21,379,886 in assets and $39,338,646 in
debts.


GARDENA CALIFORNIA: S&P Chips Rating on Certs. of Participation
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B' from
'BB-' on Gardena, Calif.'s outstanding series 1994 certificates of
participation, reflecting the considerable financial burden
imposed on the city by the expiration of two LOCs on certain
of the city's outstanding variable-rate COPs, encroaching on the
city's general financial capacity to meet its obligations.  The
outlook is negative.

"The city has not been successful in replacing or negotiating
extensions to the letters of credit, which back a major portion of
the city's overall direct debt profile," said Standard & Poor's
credit analyst Gabe Petek.

"The reimbursement provisions are onerous and not likely to be
sustainable given the city's budget size, level of existing
financial reserves, and degree of financial flexibility," he
added.  "Absent a substitute liquidity provider or alternative
financing plan, the city's rating could be further revised
downward."

In 1999, the city sold $26.875 million in two series of LOC-backed
variable-rate COPs (not rated by Standard & Poor's).  After three
extensions, the LOCs are now scheduled to terminate on
Nov. 30, 2005, triggering a mandatory call on the COPs.

The city has $31.84 million in debt outstanding; of this,
$25.68 million is in the form of obligations to two banks under
LOC reimbursement agreements for outstanding variable-rate
obligations.


GENERAL ELECTRIC: Fitch Affirms Low-B Ratings on $23.7-Mil Certs.
-----------------------------------------------------------------
Fitch Ratings upgrades General Electric Capital Assurance Company,
Inc.'s commercial mortgage pass-through certificates, series
2003-1:

     -- $11.3 million class B certificates to 'AA+' from 'AA';
     -- $13.4 million class C certificates to 'A+' from 'A'.

In addition, Fitch affirms these classes:

     -- $41.4 million class A-1 'AAA';
     -- $110 million class A-2 'AAA';
     -- $110 million class A-3 'AAA';
     -- $270 million class A-4 'AAA';
     -- $112.7 million class A-5 'AAA';
     -- Interest-only class X 'AAA';
     -- $11.3 million class D 'BBB';
     -- $10.3 million class E 'BBB-';
     -- $12.3 million class F 'BB+';
     -- $7.2 million class G 'BB';
     -- $2.1 million class H 'BB-';
     -- $2.1 million class J 'B-'.

The upgrades reflect the increased credit enhancement levels
resulting from eight loan payoffs since issuance.  As of the
November 2005 distribution date, the pool has paid down 13.2% to
$714 million from $822.6 million at issuance.  In addition, there
are no delinquent or specially serviced loans.

This deal is comprised of low leverage loans with an average loan-
to-value significantly less than a typical fusion deal.  The loans
are well seasoned and 70% percent of the pool is made up of fully
amortizing loans.

The pool is geographically diverse, with high concentrations in
California, Maryland, North Carolina, Florida, and New York.  The
highest property type concentration in the pool is in
industrial/warehouse properties, with other concentrations
including retail, office, multifamily, and self storage.

Nine loans in the pool are considered Fitch Loans of Concern due
to decreases in DSCR, occupancy, or other performance indicators.
These loans' higher likelihood of default was incorporated into
Fitch's analysis.

Contact: Greg Christoforides +1-212-908-0703 or Adam Fox +1-212-
908-0869, New York.


GE CAPITAL: Fitch Keeps Junk Ratings on $12.9 Mil. Cert. Classes
----------------------------------------------------------------
GE Capital Commercial Mortgage Corp.'s commercial mortgage
pass-through certificates, series 2000-1, are affirmed by Fitch
Ratings:

     -- $46.7 million class A-1 at 'AAA';
     -- $429.2 million class A-2 at 'AAA';
     -- Interest only class X at 'AAA';
     -- $28.3 million class B at 'AA';
     -- $31.8 million class C at 'A';
     -- $8.8 million class D at 'A-';
     -- $23 million class E at 'BBB';
     -- $8.8 million class F at 'BBB-';
     -- $23.9 million class G at 'BB+';
     -- $6.2 million class H at 'B+';
     -- $5.3 million class I at 'B'.

The $7.1 million class J and $5.8 million class K remains at CCC
and C, respectively.  Classes L and M have been reduced to zero
due to realized losses.

The affirmations reflect the increased credit enhancement due to
paydown, scheduled amortization, and defeasance offsetting the
high percentage of Fitch Loans of Concern.  As of the October 2005
distribution date, total pool balance has been reduced 11.7% to
$624.9 million from $707.3 million at issuance.  Eight loans have
been defeased.

Fitch has identified 13 loans as Loans of Concern.  These include
those specially serviced loans and those with low debt service
coverage ratios and occupancies.

In particular, Fitch is monitoring the second-largest loan, a
hotel in downtown New Orleans, Louisiana.  The property suffered
minor damage due to flooding caused by Hurricane Katrina.
However, most repairs have been completed and the hotel is
currently exhibiting high occupancy levels.

There are currently three assets in special servicing.  The
largest specially serviced asset is collateralized by a
66,000-square foot office property located in Santa Clara,
California.  The asset is real estate-owned.  The special servicer
has approved a sale of this asset and losses are expected.

The second-largest specially serviced loan is an office building
in San Francisco, California.  An offer to purchase this asset has
been accepted, with the closing scheduled to occur within the next
one to two months.  Based on the offer price, losses will be
incurred upon disposition.

Fitch reviewed the credit assessment of the Equity Inns Portfolio
loan.  The Fitch stressed DSCR is calculated using
servicer-provided net operating income less required reserves
divided by debt service payments based on the current balance
using a Fitch stressed refinance constant.

The Equity Inns portfolio is secured by nine cross-collateralized
and cross-defaulted first mortgage liens on nine limited-service
hotels, totaling 1,181 rooms and located in various states. The
Fitch stressed DSCR as of year-end 2004 was 1.86 times compared to
1.74x at issuance.  The occupancy as of YE 2004 was 75% compared
to 69% at issuance.  The loan maintains an investment-grade credit
assessment.


GEORGIA PACIFIC: Noteholders Organize to Negotiate Terms
--------------------------------------------------------
The Ad Hoc Committee of Noteholders of Georgia Pacific
Corporation, whose members are financial institutions who
collectively hold an aggregate of more than $2 Billion of Georgia
Pacific's publicly issued Notes and Debentures, has organized in
order to negotiate with the company regarding issues which affect
bondholders arising from the announced acquisition of Georgia
Pacific by Koch Industries.  Georgia Pacific has sixteen separate
issues of Notes and Debentures outstanding which aggregate
approximately $6 Billion.  Collectively, the Committee holds
substantially more than 25% of most of these note issues, which is
the amount necessary for noteholders to give notice of an event of
default to the Company under the applicable indentures.

"The Ad Hoc Committee is interested in pursuing a constructive
dialogue for the benefit of all concerned, but the Committee is
greatly concerned about the effect the proposed acquisition and
related transactions would have on noteholders," J. Andrew Rahl,
Jr., Esq., of Anderson Kill & Olick, counsel to the Ad Hoc
Committee, commented.  "In addition to improved financial and
other terms, the Committee also is seeking greatly enhanced
information regarding Georgia Pacific's financial position
following the acquisition."

Headquartered in Atlanta, Georgia, Georgia-Pacific Corp. --
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 Nov. 22, 2005,
Standard & Poor's Ratings Services is keeping its 'BB+' corporate
credit and other ratings on diversified forest products company
Georgia-Pacific Corp. and its units on CreditWatch with negative
implications, where they were placed on Nov. 14, 2005.  That
action followed GP's agreement to be purchased by unrated Koch
Industries Inc. and merged with Koch Cellulose LLC
(BB/Watch Neg/--), a subsidiary of Koch.


GMAC COMMERCIAL: Moody's Cuts $2.4MM Class M Certs.' Rating to C
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
downgraded the ratings of three classes and affirmed the ratings
of nine classes of GMAC Commercial Mortgage Securities, Inc.,
Series 1999-C3 Mortgage Pass-Through Certificates:

   * Class A-1-a, $19,913,215, Fixed, affirmed at Aaa
   * Class A-1-b, $190,976,000, Fixed, affirmed at Aaa
   * Class A-2, $16,256,325, Fixed, affirmed at Aaa
   * Class X, Notional, affirmed at Aaa
   * Class B, $51,840,000, Fixed, affirmed at Aaa
   * Class C, 57,601,000, Fixed, upgraded to Aaa from A1
   * Class D, $20,160,000, WAC, upgraded to Aa2 from A2
   * Class E, $37,440,000, WAC, upgraded to A3 from Baa2
   * Class F, $23,040,000, WAC, affirmed at Baa3
   * Class G, $57,601,000, Fixed, affirmed at B1
   * Class H, $8,640,000, Fixed, affirmed at B2
   * Class J, $11,520,000, Fixed, affirmed at Caa1
   * Class K, $14,400,000, Fixed, downgraded to Caa3 from Caa2
   * Class L, $11,520,000, Fixed, downgraded to Ca from Caa3
   * Class M, $2,429,879, Fixed, downgrade to C from Ca

As of the November 15, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 11.2% to $1.0
billion from $1.2 billion at securitization.  The most recent
distribution statement does not reflect the recent prepayment of
the Prime Outlets at Niagara Falls Loan ($58.5 million), which
occurred after the statement date.  Moody's analysis reflects the
payoff of this loan.

The Certificates are collateralized by 130 mortgage loans ranging
in size from less than 1.0% to 7.8% of the pool, with the top 10
loans representing 35.1% of the pool.  The pool includes three
shadow rated loans, representing 15.0% of the pool, and a conduit
component, representing 85.0% of the pool.

Seventeen loans, including three of the top 10 loans, have
defeased and are collateralized by U.S. Government securities.
The defeased loans represent 19.7% of the pool.  The largest
defeased loans include:

   * One Colorado ($40.1 million - 4.2%),
   * 120 Monument Circle ($27.0 million - 2.8%), and
   * Bush Tower ($22.6 million - 2.3%).

In addition, six loans, representing 3.1% of the pool, are
expected to defease by the end of the year.

Five loans have been liquidated from the pool resulting in
aggregate realized losses of approximately $15.3 million.  Five
loans, representing 4.5% of the pool, are in special servicing.
Moody's projects aggregate losses of approximately $6.0 million
for the specially serviced loans.  Forty-one loans, representing
30.3% of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2004 operating results for
approximately 87.4% of the performing loans in the pool and
partial year 2005 operating results for 70.9% of the performing
loans.  Moody's loan to value ratio for the conduit component is
86.3%, compared to 85.2% at Moody's last full review in August
2004 and compared to 88.5% at securitization.  The upgrade of
Classes C, D and E is due to the large percentage of defeased
loans, stable overall pool performance and increased credit
subordination levels.  The downgrade of Classes K, L and M is due
to realized and anticipated losses from the specially serviced
loans.  Class M has experienced losses of approximately $3.3
million.  Realized losses have eliminated Class N.

The largest shadow rated loan is the Biltmore Fashion Park Loan
($75.6 million - 7.8%), which is secured by a 617,000 square foot
open-air regional mall located in Phoenix, Arizona.  The property
is anchored by Saks Fifth Avenue (14.9% GLA; lease expiration
October 2017) and Macy's (34.5% GLA), which owns its own
improvements and is not part of the collateral.  In-line tenants
include:

   * Border's Books,
   * Restoration Hardware,
   * Pottery Barn,
   * Neiman Marcus Galleries, and
   * a number of local upscale retailers.

The property is 98.0% occupied, compared to 91.5% at last review.
Performance has improved since securitization due to higher rental
income and loan amortization.  The loan sponsors are Macerich
Partnership LP, a publicly traded REIT, and the California Public
Employee's Retirement System.  Moody's current shadow rating is
Baa2, compared to Baa3 at last review.

The second shadow rated loan is the Equity Inns Portfolio Loan
($42.1 million - 4.4%), which represents a 50.0% participation
interest in two cross collateralized loans secured by a portfolio
of 19 extended stay and limited service hotels.  The properties
are located in 13 states, total 2,453 guestrooms and are flagged
by:

   * AmeriSuites (5),
   * Hampton Inn (6),
   * Homewood Suites (3), and
   * Residence Inn (5).

The portfolio's weighted average RevPAR for 2004 was $55.20,
compared to $50.96 at last review.  Although the portfolio's
financial performance has improved since Moody's last review,
performance is still lower than originally projected.  Moody's
current shadow rating is Ba3, the same as at last review.

The third shadow rated loan is the 120 Monument Circle Loan ($27.0
million - 2.8%), which defeased in April 2005.

The top three non-defeased conduit loans represent 8.7% of the
outstanding pool balance.  The largest non-defeased conduit loan
is the Comerica Bank Building Loan ($31.4 million - 3.3%), which
is secured by a 214,000 square foot office building located in San
Jose, California.  The property is 90.1% occupied, compared to
93.4% at last review and compared to 99.0% at securitization.  The
property's largest tenants are:

   * Comerica Bank (Moody's senior unsecured rating A1 -
     stable outlook; 38.0% NRA; lease expiration January 2013);
     and

   * the State of California (16.3% NRA; lease expiration
     July 2011).

Although the property's occupancy and financial performance have
been stable, the overall San Jose market has declined since
Moody's last review.  The decline in market conditions has been
partially offset by principal amortization.  Moody's LTV is 93.0%,
compared to 86.0% at last review.

The second largest non-defeased conduit loan is the 125 Maiden
Lane Loan ($27.0 million - 2.8%), which is secured by a 302,000
square foot Class B office building located in lower Manhattan,
New York.  The loan is on the master servicer's watchlist due to
low debt service coverage.  The property was 77.0% occupied as of
December 2004, compared to 97.0% at securitization.  The largest
tenants are:

   * New York Auto Insurance Company (8.0% NRA; lease expiration
     March 2008); and

   * US Life Insurance Company (7.5% NRA; lease expiration
     December 2006).

Moody's LTV is 85.2%, compared to 72.2% at last review.

The third largest non-defeased conduit loan is the Texas
Development Investors Apartment Portfolio Loan ($25.0 million -
2.6%), which is secured by four multifamily properties located in
suburban Houston, Texas.  The properties range in size from 96 to
1,677 units and total 2,316 units.  The portfolio's performance
has been impacted by sluggish market conditions and extensive
damage at one of the properties.

In 2003 Southwest Village (originally 198 units) sustained major
tornado damage to 48 units.  These units have been demolished and
the insurance proceeds were used to make improvements at another
property (Willow Creek).  The portfolio is currently 94.0%
occupied (based on 2,268 units), compared to 88.0% (based on 2,316
units) at securitization.  The loan is on the master servicer's
watchlist due to low debt service coverage.  Moody's LTV is 99.0%,
compared to 84.0% at last review.

The pool's collateral is a mix of:

   * office and mixed use (24.0%),
   * retail (21.9%),
   * U.S. Government securities (19.7%),
   * multifamily (18.7%),
   * lodging (9.3%),
   * industrial and self storage (6.0%), and
   * parking (0.4%).

The collateral properties are located in 34 states.  The highest
state concentrations are:

   * California (22.4%),
   * Texas (19.2%),
   * Arizona (12.5%),
   * New York (6.0%), and
   * Ohio (5.9%).

All of the loans are fixed rate.


GS MORTGAGE: Fitch Affirms Low-B Ratings on $38.2MM Cert. Classes
-----------------------------------------------------------------
Fitch Ratings affirms GS Mortgage Securities Corporation II
commercial mortgage pass-through certificates, series 2003-C1:

     -- $92.5 million class A-1 at 'AAA';
     -- $420 million class A-2A at 'AAA';
     -- $182 million class A-2B at 'AAA';
     -- Interest-Only classes X-1 and X-2 at 'AAA';
     -- $676.8 million class A-3 at 'AAA';
     -- $54.4 million class B at 'AA';
     -- $16.1 million class C at 'AA-';
     -- $12.1 million class D at 'A+';
     -- $18.1 million class E at 'A';
     -- $12.1 million class F at 'A-';
     -- $20.1 million class G at 'BBB+';
     -- $12.1 million class H at 'BBB';
     -- $12.1 million class J at 'BBB-';
     -- $12.1 million class K at 'BB+';
     -- $8.1 million class L at 'BB';
     -- $6 million class M at 'BB-';
     -- $6 million class N at 'B+';
     -- $2 million class O at 'B';
     -- $4 million class P at 'B-'.

The $14.1 million class S is not rated by Fitch.

The affirmations are due to the stable pool performance and
scheduled amortization.  Three loans, or 5.2% of the pool, have
defeased since issuance.  There are currently no specially
serviced or delinquent loans.  As of the November distribution
date, the pool's aggregate certificate balance has decreased 1.9%
to $1.58 billion from $1.61 billion at issuance.

The eight credit assessed loans remain investment grade.  The debt
service coverage ratio for these loans are calculated using Fitch
adjusted net cash flow, divided by the debt service payment, based
on the current balance using a Fitch stressed refinance constant.

520 Madison Avenue is secured by a 979,061 square foot class 'A'
office building located in the Plaza District submarket of Midtown
Manhattan.  The loan consists of an A/B note structure and an
additional mezzanine loan.  The B-note is held outside of the
trust.  The building is leased to several high-quality tenants
including Mitsubishi International, Jefferies & Company, and
Metallgesellschaft.  The Fitch adjusted DSCR as of year-end 2004
was 1.60 times compared to 1.63x at issuance.  As of the August
2005 rent roll the property was 81.7% occupied, compared to 97.9%
at issuance; the decline is due to Mitsubishi International
vacating a majority of its space at the building.  Fitch will
continue to monitor the leasing activity.

One North Wacker Drive is secured by a 1,343,692 sf class 'A'
office building located in the West Loop submarket of Chicago,
Illinois.  The loan consists of an A/B note structure; the B-note
is held outside of the trust.  As of the September 2005 rent roll
the building was 93.1% occupied and 93.6% leased, compared to
79.5% occupied and 91.5% leased at issuance.  The YE 2004 Fitch
adjusted NCF increased 25.4% since YE 2003 which can be attributed
to substantial increases in real estate taxes and insurance
expenses that were not recoverable until 2004.  YE 2004 NCF is
down 10.1% since issuance; however three tenants have lease
provisions which cap their recoveries in real estate taxes to
their base year, through Dec. 31, 2004.  Beginning in 2005, all
expenses allocable to the current tenants, including increases
over the base year, will be recoverable.  The Fitch adjusted DSCR
as of YE 2004 was 1.51x compared to 1.20x as of YE 2003 and 1.66x
at issuance.

Sunvalley Mall is secured 1,001,014 sf of a 1.4 million sf
regional mall located in Concord, California.  Collateral for the
loan consists of the 503,925 square feet of in-line space as well
as J.C. Penney, Macy's Men, and Mervyn's anchor stores.  The Fitch
adjusted DSCR as of YE 2004 was 1.59x compared to 1.63x at
issuance.

The remaining five credit assessed loans have remained stable
since issuance.


HINES HORTICULTURE: Completes $47.8M Sale of Miami-Dade Property
----------------------------------------------------------------
Hines Nurseries, Inc., a subsidiary of Hines Horticulture, Inc.,
completed the sale of its 121.92 acres of unimproved property
located at 17455 SW 157th Avenue in Miami-Dade County, Florida, to
Quantum Ventures, LLC, for $47.8 million cash.

In addition to the purchase price, the agreement provides that
Quantum Ventures will pay to the Company a deferred purchase price
payment in the event the property is subdivided or otherwise
entitled for the development of more than four residences per
acre.  Quantum Ventures has agreed to pay the Company $40,000 for
every residential lot created within the Property in excess of
four lots per acre.  Quantum Ventures is under no commitment to
seek residential lots in excess of four per acre, and it is very
possible that it will not receive zoning for the excess lots or
pay any deferred purchase price.

Pursuant to the terms of the agreement, on November 7, 2005, the
Company entered into a lease agreement with Quantum Ventures
pursuant to which the Company will lease the entire Property for a
one-year period, with a thirty-day extension right, and will then
vacate approximately 32.71 acres.  The Company will lease the
remaining 89.21 acres for an additional one-year period, with
extension rights for an additional ninety days, and will then
vacate the remaining acreage. The Company will pay the Buyer rent
of approximately $500 per outstanding acre, annually, during the
lease term.

                     About Quantum Ventures

Headquartered in Coral Gables, Florida, Quantum Ventures, LLC, is
a residential real estate developer and homebuilder in South
Florida.

                    About Hines Horticulture

Hines Horticulture Inc. operates commercial nurseries in North
America, producing one of the broadest assortments of container
grown plants in the industry.  Hines Horticulture 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 Home Depot, Lowe's and Wal-Mart.

As reported in the Troubled Company Reporter on April 6, 2005,
Standard & Poor's Ratings Services revised its outlook on Irvine,
California-based Hines Horticulture Inc. to negative from stable,
and affirmed the company's 'B+' corporate credit rating.


IMPERIAL HOME: Trustee Taps Heiman Gouge as Conflicts Counsel
-------------------------------------------------------------
Montague S. Claybrook, the chapter 7 trustee overseeing the
liquidation of Imperial Home Decor Group Holdings, Inc., and its
debtor-affiliates, asks the U.S. Bankruptcy Court for the District
of Delaware for permission to employ Heiman, Gouge & Kaufman, LLP,
as his special conflicts counsel.

The Court approved the retention of Ballard Spahr Andrews &
Ingersoll, LLP, as Mr. Claybrook's counsel.  During the course of
its review of potential avoidance actions, Ballard Spahr
identified approximately 13 potential defendants with whom it has
conflict of interests, making it impossible to prosecute.

In this light, Heiman Gouge will:

   a) assist the Trustee in investigating, analyzing and pursuing
      potentially avoidable transfers and other litigation on
      behalf of the estates not brought by Ballard Spahr;

   b) prepare all necessary motions, orders, applications,
      correspondence, complaints, answers, discovery materials,
      reports, memoranda and papers in connection with the
      prosecution of the conflicted avoidance action claims; and

   c) provide the full range of legal services in connection with
      prosecuting the conflicted avoidance claims, including the
      commencement and litigation of actions.

Henry A. Heiman, Esq., reports that his firm will be paid on a
contingency basis.

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

Headquartered in Cleveland, Ohio, Imperial Home Decor Group, Inc.
-- http://www.ihdg.com-- manufactures and distributes home and
commercial wall-coverings.  The Company also provides online
wall-covering information sales services.  Products and services
are sold to multiple industries.  The Company and its
debtor-affiliates filed for chapter 11 protection on Dec. 27, 2003
(Bankr. D. Del. Case No. 03-13899).  The Debtors' cases were
converted to chapter 7 on Sept. 1, 2004.  Prior to the conversion
date, substantially all of the Debtors' assets were liquidated.
Currently, the estates are administratively insolvent.  On
Sept. 9, Montague S. Claybrook was appointed as chapter 7 Trustee.
Duane David Werb, Esq., at Werb & Sullivan represents the Debtors.
When the Debtor filed for protection from its creditors, it
estimated $100 million in total assets and $100 million in debts.


INTERSTATE BAKERIES: Can Walk Away from Thirteen Unexpired Leases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
authority to reject 13 unexpired non-residential real property
leases effective as of Nov. 9, 2005, in order to reduce their
postpetition administrative costs.

The Debtors have determined that these leases:

    -- constitute an unnecessary drain on their cash flow;

    -- are unnecessary to their ongoing operations and business;

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

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

The 13 Real Property Leases are:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


J2 COMMS: Recurring Losses & Deficits Fuel Going Concern Doubts
---------------------------------------------------------------
J2 Communications, Inc., nka National Lampoon, Inc., delivered its
annual report on Form 10-KSB for the fiscal year ended July 31,
2005, to the Securities and Exchange Commission on Nov. 14, 2005.

The Company reported that it has sustained a net loss of
$8,669,170 and a net loss attributable to common stockholders of
$12,063,595 for the fiscal year ended July 31, 2005.

The Company's last profitable quarter was the quarter ended
January 31, 2002, and its last profitable fiscal year was the
fiscal year ended July 31, 2000.  The Company stated that it might
not attain operating profits in the future and it may be unable to
meet its future capital requirements.

The Company disclosed that it has not generated positive cash flow
from operations over the past few years and it does not expect to
generate positive cash flow until the fourth quarter of the 2006
fiscal year.

The Company's revenues are primarily derived from exploitation of
the National Lampoon trademark.  Any erosion of brand recognition
of that trademark and its related properties or the Company's
failure to adequately protect its intellectual property could have
a material adverse effect on its business, results of operations
and financial position.

The Company's business also depends upon the protection of the
intellectual property rights that it has in its entertainment
properties.  The Company's dependence on a limited number of
projects means that the loss or failure of a major project could
have a material adverse effect on its business.

                      Going Concern Doubt

The Company's net losses of $8,669,170, $5,127,107 and $5,924,836
in the prior three years, as well as negative working capital of
$5,923,805 and accumulated deficit of $31,894,027 as of July 31,
2005, raise concerns about its ability to continue as a going
concern.

J2 Communications, Inc., was primarily engaged in the acquisition,
production and distribution of videocassette programs for retail
sale.  In 1991, the Company acquired all of the outstanding shares
of National Lampoon, Inc., and subsequent to the Company's
acquisition of NLI, it de-emphasized its videocassette business
and publishing operations and began to focus primarily on
exploitation of the National Lampoon(TM) trademark.  The Company
reincorporated in Delaware under the name National Lampoon, Inc.,
in November 2002.

As of July 31, 2005, National Lampoon's balance sheet showed a
$2,565,799 stockholders' deficit compared to a $4,355,558 deficit
at July 31, 2004.


JEROME DUNCAN: Court Amends Order Appointing O'Keefe as CRO
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
amended its order dated Oct. 4, 2005, appointing O'Keefe and
Associates and James H. Harris as corporate restructuring officer
of Jerome Duncan Inc.

On Oct. 4, 2005, the Court entered an order appointing O'Keefe as
the Debtor's corporate restructuring officer and Mr. Harris as the
individual to perform the duties of the CRO.

The Court orders that the CRO will serve as the Debtor's chief
operating officer until terminated by the Court's order.

Under the Court's amended order, the CRO will:

   1) prepare budgets or other similar materials and undertake
      supervision and responsibility for cash, cash flow and
      financing activities and disbursements;

   2) respond to requests for information from the Unsecured
      Creditors Committee, the U.S. Trustee, Ford Motor Credit
      Company and other parties-in-interest;

   3) ensure compliance with the rules and procedures which apply
      to chapter 11 debtors, including the preparation and filing
      of all reports with the Bankruptcy Court;

   4) execute decisions that are necessary and appropriate for the
      sale of the Debtor's assets; and


   5) commence as soon as possible the sale of substantially all
      of the Debtor's assets, including its equity in any
      subsidiaries or affiliated entities, in compliance with the
      provisions relating to that sale contained in the Court's
      financing order.

O'Keefe and Associates will be paid a $25,000 retainer.

The compensation rates of O'Keefe and Associates' professionals:

      Professional         Hourly Rate
      ------------         -----------
      P. O'Keefe              $320
      James H. Harris         $300

      Designation          Hourly Rate
      -----------          -----------
      Senior Staff         $180 - $240
      Associates           $150 - $180
      Paraprofessionals        $65

Headquartered in Sterling Heights, Michigan, Jerome Duncan Inc.,
is the largest dealer of automobiles manufactured by Ford Motor
Company in the state of Michigan.  The Debtor is one of the most
well-known, modern automobile dealers in the area and has a
tradition of serving customers in southeastern Michigan for the
past 50 years.  The Debtor employs over 200 individuals in its
operations and generates between $300 and $500 million in annual
sales.  The company filed for chapter 11 protection on June 17,
2005 (Bankr. E.D. Case No. 05-59728).  Arnold S. Schafer, Esq., at
Schafer and Weiner, PLLC, represents the Debtor in its
restructuring efforts.


JO-ANN STORES: Hunting for New President & Chief Executive Officer
------------------------------------------------------------------
Jo-Ann Stores, Inc. (NYSE:JAS), will expand its executive
leadership by separating the role of chairman from that of the
newly created position of president and chief executive officer.
The change will allow the Company to accelerate its ongoing
strategic transformation while bringing sharper focus to the
execution of the strategy and the management of day-to-day
operations.

Under the new structure, Alan Rosskamm, currently chairman,
president and chief executive officer, will serve as executive
chairman with primary responsibility for the strategic direction,
vision, and culture of the Company.  An immediate nationwide
search will be launched to fill the new position of president and
chief executive officer, who will report to Mr. Rosskamm and
assume responsibility for day-to-day operations and execution of
the Company's strategy.  Mr. Rosskamm will continue to serve as
president and chief executive officer during the search process.

Mr. Rosskamm stated, "I believe passionately in the Company's
superstore strategy and our vision for the future. We have a great
brand, the leading market position in sewing, and a large and
growing share of the market for crafts.  As we continue to
transform our business from traditional fabric stores to
superstores offering a wide assortment of crafts and fabrics, it
is clear that we must focus sharply on retail execution and
operational excellence.  Now is the right time to bring in someone
with whom I can partner to accelerate change and secure our future
growth and success."

Gregg Searle, Jo-Ann's lead independent director, said, "The
directors are united in support of Alan's leadership and strategic
vision for the Company.  And we agree that this new executive
structure will provide the appropriate organizational foundation
to take the Company to the next level of growth and performance."

Jo-Ann Stores, Inc. -- http://www.joann.com-- the leading
national fabric and craft retailer with locations in 47 states,
operates 712 Jo-Ann Fabrics and Crafts traditional stores and
135 Jo-Ann superstores.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2005,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB-' corporate credit rating, on Hudson, Ohio-based specialty
retailer Jo-Ann Stores Inc. on CreditWatch with negative
implications.


JP MORGAN: Fitch Affirms BB+ Rating on $18MM Class G Certificates
-----------------------------------------------------------------
Fitch Ratings takes these actions on J.P. Morgan Commercial
Mortgage Finance Corp.'s mortgage pass-through certificates,
series 1996-C3:

Fitch upgrades these class:

     -- $26.1 million class F to 'AAA' from 'AA+'.

In addition, Fitch affirms these classes:

     -- $3 million class D at 'AAA';
     -- $8 million class E at 'AAA';
     -- $18 million class G at 'BB+'.

Fitch does not rate the $8.2 million class NR certificates.
Classes A-1, A-2, B and C and interest-only classes A1X, A2X and
BCX have paid off in full.

The upgrade reflects increased subordination levels due to loan
amortization and payoffs since Fitch's last rating action.  As of
the October 2005 distribution date, the pool's aggregate principal
balance has been reduced 84.2% to $63.3 million from
$400.9 million at issuance, and the number of loans to 22 from
124.

Currently, two loans are in special servicing.  The largest asset
in special servicing is secured by a retail outlet center in
Perryville, MD. This asset is real estate-owned.  The special
servicer is negotiating with prospective purchasers on the sale of
the property.  Fitch projects a loss upon disposition of the
asset.

The second loan in special servicing is secured by a 285-unit
multifamily property in Dallas, Texas.  The loan is currently in
special servicing due to ongoing litigation regarding terrorism
insurance.  The loan remains current.


JP MORGAN: Moody's Cuts $21 Mil. Class J Certificates' Rating to C
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes,
downgraded the rating of one class and affirmed the ratings of
four classes of J.P. Morgan Commercial Mortgage Finance Corp.,
Mortgage Pass-Through Certificates, Series 2000-C9:

   * Class A1, $13,412,434, Fixed, affirmed at Aaa
   * Class A2, $404,682,000, Fixed, affirmed at Aaa
   * Class X, Notional, affirmed at Aaa
   * Class B, $36,647,000, WAC, upgraded to Aaa from Aa2
   * Class C, $38,683,000, WAC, upgraded to Aaa from A2
   * Class D, $10,179,000, WAC, upgraded to Aa1 from A3
   * Class E, $28,503,000, WAC, upgraded to A3 from Baa2
   * Class F, $14,251,000, WAC, upgraded to Baa2 from Baa3
   * Class G, $14,251,000, Fixed, upgraded to Ba1 from Ba2
   * Class H, $20,359,000, Fixed, affirmed at B1
   * Class J, $21,215,620, Fixed, downgraded to C from Caa1

As of the November 15, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 26.1% to $602.2
million from $814.4 million at securitization.  The Certificates
are collateralized by 109 mortgage loans ranging in size from less
than 1.0% to 4.3% of the pool with the top 10 loans representing
31.2% of the pool.  Eighteen loans, including eight of the top 10
loans, have defeased and are collateralized by U.S. Government
securities.

The defeased loans represent 34.5% of the pool.  The largest
defeased loans include:

   * International Airport Center Los Angeles
     ($25.7 million - 4.3%);

   * Atlantic Development I ($21.9 million - 3.6%);

   * Circle Park Apartments ($21.8 million - 3.6%);

   * Penn Mar Shopping Center ($21.3 million - 3.5%); and

   * Abbey Portfolio I ($20.0 million - 3.3%).

Thirteen loans have been liquidated from the pool resulting in
aggregate realized losses of approximately $25.1 million.  Three
loans, representing 1.3% of the pool, are in special servicing.
Moody's projects aggregate losses of approximately $2.6 million
for the specially serviced loans.  Thirty-two loans, representing
23.6% of the pool, are on the master servicer's watchlist.

Moody's was provided with full year 2004 operating results for
98.0% of the performing loans and partial year 2005 for 87.0% of
the performing loans.  Moody's loan to value ratio for the pool,
excluding defeased loans, is 87.0% compared to 87.5% at Moody's
last full review in November 2002 and compared to 85.4% at
securitization.  The upgrade of Classes B, C, D, E, F and G is due
to:

   * a high percentage of defeased loans;
   * stable overall pool performance; and
   * increased subordination levels.

The downgrade of Class J is due to realized and anticipated losses
from the specially serviced loans.  Class J has experienced losses
of approximately $5.3 million.  Realized losses have eliminated
Classes K and NR.

The top three non-defeased loans represent 7.6% of the pool.  The
largest non-defeased loan is the 332 South Michigan Avenue Loan
($17.7 million - 2.9%), which is secured by a 328,000 square foot
Class B office building located in the East Loop submarket of
downtown Chicago, Illinois.  The property is 91.0% leased,
compared to 95.0% at securitization.  The largest tenants include:

   * Bacon's Information, Inc. (15.0% NRA; lease expiration
     January 2012);

   * American Academy of Art (14.0% NRA; lease expiration
     December 2013); and

   * FTI Consulting (12.0% NRA; lease expiration February 2012).

Performance has been stable since securitization.  Moody's LTV is
91.5%, compared to 94.5% at last review.

The second largest non-defeased loan is the Alpine Commons
Shopping Center Loan ($15.9 million - 2.6%), which is secured by a
209,000 square foot anchored retail center located in Wappingers
Falls (Dutchess County), New York.  The property is 100.0% leased,
compared to 93.0% at securitization and is anchored by:

   * BJ's Wholesale Club (51.0% GLA; lease expiration May 2013);
     and

   * Super Stop & Shop (31.0% GLA; lease expiration August 2013).

Moody's LTV is 81.6%, compared to 89.6% at last review.

The third largest non-defeased loan is the 8500 Wilshire Loan
($12.8 million - 2.1%), which is secured by a 100,000 square foot
office building located in Beverly Hills, California.  The loan is
on the master servicer's watchlist due to low debt service
coverage.  The property's performance in 2004 was impacted by
lease rollovers and high tenant improvement costs.  The property
is 95.0% occupied as of April 2005, compared to 100.0% at
securitization.  Performance is in line with Moody's expectations.
Moody's LTV is 88.7%, compared to in excess of 100.00% at last
review.

The pool collateral is a mix of:

   * U.S. Government securities (34.5%),
   * office (16.6%),
   * multifamily (15.2%),
   * retail (13.8%),
   * industrial and self storage (11.3%),
   * healthcare (3.9%),
   * lodging (3.7%), and
   * mixed use (1.0%).

The collateral properties are located in 27 states and Puerto
Rico.  The top five state concentrations are:

   * California (14.0%),
   * New York (10.3%),
   * Texas (8.6%),
   * Massachusetts (7.1%), and
   * North Carolina (6.7%).

All of the loans are fixed rate.


JP MORGAN: S&P Upgrades Class G Certificate's Rating to BB from B
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of J.P. Morgan Commercial Mortgage Finance Corp.'s
commercial mortgage pass-through certificates from series 1997-C4.
Concurrently, ratings are affirmed on three other classes from the
same transaction.

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

As of Oct. 25, 2005, the collateral pool consisted of 45 loans
with an aggregate principal balance of $130.1 million, down from
107 loans totaling $407.0 million at issuance.  The master
servicer, ORIX Capital Markets LLC, provided interim period and
year-end 2004 net operating income debt service coverage figures
for 98.6% of the pool.  Based on this information, Standard &
Poor's calculated a weighted average NOI DSC of 1.50x,
down from 1.77x at issuance.  The trust has experienced no losses
to date, and no loans have been defeased.  Two loans are with the
special servicer, LNR Partners Inc.  One of the loans is more than
90 days delinquent, and the other is in foreclosure.

The top 10 loans have an aggregate outstanding balance of $61.8
million.  The weighted average NOI DSC for the top 10 loans is
1.85x, up from 1.83x at issuance.  Five of these loans appear on
the watchlist.  Standard & Poor's reviewed recent property
inspections for all of the assets underlying the top 10 loans, and
all the properties were characterized as "good."

ORIX's watchlist consists of 13 loans with an aggregate
outstanding balance of $48.5 million.  Details of the five top 10
loans that appear on the watchlist are:

     * The second-largest loan in the pool has a balance of
       $7.3 million.  The loan is secured by the 213-unit Radisson
       Heritage Hotel in Chelmsford, Massachusetts, north of
       Boston, and appears on the watchlist due to a low net cash
       flow DSC.  The loan reported a 2004 NCF DSC of 0.83x, down
       from 1.34x in 2003.

     * The fourth-largest loan in the pool, Square Lake Park II,
       has a balance of $6.3 million.  A 70,595-sq.-ft. office
       building in Bloomfield, Michigan, secures this loan, which
       appears on the watchlist due to a low NCF DSC.  The loan
       reported a 2004 NCF DSC of 0.98x, down from 1.37x in 2003.

     * The fifth-largest loan, Humbert Lane Health Center, has a
       balance of $5.6 million.  A 180-unit health care facility
       in South Strabane, Pennsylvania, secures this loan, which
       appears on the watchlist due to its low NCF DSC and
       upcoming maturity.  The loan reported a 2004 NCF DSC of
       1.17x and is scheduled to mature on Dec. 1, 2005.  The
       master servicer has informed Standard & Poor's
       that this loan is expected to pay off at maturity.

     * The sixth-largest loan, Basin Office Park, has a balance of
       $5.3 million.  A 145,231-sq.-ft. office building in
       Perinton, New York, secures this loan, which appears on the
       watchlist due to a low NCF DSC.  The loan reported a 2004
       NCF DSC of 0.56x due to low occupancy at the property.

     * The seventh-largest loan, London Park Condominiums, has a
       balance of $5.1 million.  A 221-unit apartment building in
       Dallas, Texas, secures this loan, which is on the watchlist
       due to a low NCF DSC. The loan reported a 2004 NCF DSC of
       0.85x.

The remaining loans on the watchlist appear there due to low DSC
levels or upcoming loan maturity.

The trust collateral is located across 16 states, and California,
Texas, and Illinois each account for more than 10% of the pool
balance.  Property-type concentrations greater than 10% of the
pool balance are found in multifamily, retail, and health care,
and lodging represents 8.9%.

Standard & Poor's stressed various loans with credit issues as
part of its analysis. The resultant credit enhancement levels
support the raised and affirmed ratings.

                         Ratings Raised

          J.P. Morgan Commercial Mortgage Finance Corp.
  Commercial Mortgage Pass-through Certificates Series 1997-C4

                       Rating
                       ------
          Class     To        From   Credit enhancement
          -----     --        ----   ------------------
          D         AAA       AA+                46.94%
          E         AAA       AA-                42.25%
          F         A+        BBB-               21.91%
          G         BB        B                   9.39%

                        Ratings Affirmed

          J.P. Morgan Commercial Mortgage Finance Corp.
  Commercial Mortgage Pass-through Certificates Series 1997-C4

               Class   Rating   Credit enhancement
               -----   ------   ------------------
               A-3     AAA                  98.57%
               B       AAA                  79.80%
               C       AAA                  62.59%


KULLMAN INDUSTRIES: Brings In Wollmuth Maher as Bankruptcy Counsel
------------------------------------------------------------------
Kullman Industries, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the District of New Jersey to employ
Wollmuth Maher & Deutsch LLP as its bankruptcy counsel.

Wollmuth Maher is expected to:

    (a) advise the Debtor with respect to its powers and duties as
        a debtor-in-possession in the management of the estate;

    (b) advise the Debtor with respect to the potential sale or
        auction of substantially all of the company's assets;

    (c) assist in the preparation of the disclosure statement and
        plan of reorganization;

    (d) negotiate with the Debtor's creditor and taking necessary
        legal steps to confirm and consummate a plan of
        reorganization;

    (e) prepare on behalf of the Debtor all necessary motion,
        applications, answers, proposed orders, reports, and all
        other papers to be filed by the Debtor in this matter;

    (f) appear before the Court to represent and protect the
        interests of the Debtor and its estate; and

    (g) perform all other legal services for the Debtor that may
        be necessary and proper for its effective reorganization
        or liquidation, as well as other professional services
        customarily required, and such litigation services as may
        be required.

Paul R. DeFilippo, Esq., member at Wollmuth Maher, discloses that
the Firm's professionals bill:

         Professional               Hourly Rate
         ------------               -----------
         Partners                   $450 - $535
         Associates                 $200 - $375
         Paraprofessionals           $95 - $125

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

Headquartered in Lebanon, New Jersey, Kullman Industries, Inc. --
http://www.kullman.com/-- is a modular construction builder.  The
company filed for chapter 11 protection on Oct. 17, 2005 (Bankr.
D. N.J. Case No. 05-60002).  When the Debtor filed for protection
from its creditors, it estimated assets between $1 million and $10
million and debts between $10 million to $50 million.


KULLMAN INDUSTRIES: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Kullman Industries, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the District of New
Jersey, disclosing:


     Name of Schedule               Assets      Liabilities
     ----------------               ------      -----------
  A. Real Property                 $903,073
  B. Personal Property           $7,678,737
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $2,229,554
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                          $17,465,990
     Unsecured Nonpriority
     Claims
                                 ----------     -----------
     Total                       $8,581,810     $19,695,544

Headquartered in Lebanon, New Jersey, Kullman Industries, Inc.
-- http://www.kullman.com/-- is a modular construction builder.
The company filed for chapter 11 protection on Oct. 17, 2005
(Bankr. D. N.J. Case No. 05-60002).  James N. Lawlor, Esq., at
Wollmuth, Maher & Duetsch, LLP represents the Debtor in its
restructuring efforts. When the Debtor filed for protection from
its creditors, it estimated assets between $1 million and $10
million and debts between $10 million to $50 million.


KULLMAN INDUSTRIES: Section 341(a) Meeting Slated for December 1
----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Kullman
Industries, Inc.'s creditors at 11:00 a.m., on Dec. 1, 2005, at
Clarkson S. Fisher Federal Courthouse, Room 129, 402 East State
Street in Trenton, New Jersey.  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
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Lebanon, New Jersey, Kullman Industries, Inc.
-- http://www.kullman.com/-- is a modular construction builder.
The company filed for chapter 11 protection on Oct. 17, 2005
(Bankr. D. N.J. Case No. 05-60002).  James N. Lawlor, Esq., at
Wollmuth, Maher & Duetsch, LLP represents the Debtor in its
restructuring efforts. When the Debtor filed for protection from
its creditors, it estimated assets between $1 million and $10
million and debts between $10 million to $50 million.


LB-UBS: S&P Lifts Junk Rating on Class T Certificates to B-
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 16
classes of LB-UBS Commercial Mortgage Trust 2002-C7's commercial
mortgage pass-through certificates.  Concurrently, the
ratings on seven other classes are affirmed.

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

As of October 2005, the trust collateral consisted of 115
commercial mortgages with an outstanding balance of
$1.151 billion.  There have been no realized losses to date.  The
master servicer, Wachovia Bank N.A., reported interim and
full-year 2004 net cash flow debt service coverage ratios for
94.9% of the pool.  This excludes 5.7% of the pool, which has been
defeased. Based on this information, and excluding defeased loans,
Standard & Poor's calculated a weighted average DSCR of 1.67x for
the pool, compared with 1.69x at issuance.

The current weighted average DSCR for the top 10 loans is 1.87x,
compared with 1.95x at issuance.  Five of the top 10 loans
exhibited investment-grade credit characteristics at issuance.
All of these loans now exhibit credit characteristics consistent
with high investment-grade obligations.  Property inspection
reports provided by Wachovia for the top 10 loans indicated that
all of the properties are in "good" to "excellent" overall
condition.

As of October 2005, only one loan, with a balance of $3.1 million,
was with the special servicer, LNR Partners Inc.  The loan is
current and is secured by a multifamily property in San Antonio,
Texas, that was transferred to LNR due to nonmonetary default.
The borrower failed to provide certificates of occupancy but is
working on obtaining the necessary certificates.  The borrower
reported occupancy of 81% as of Dec. 31, 2004.

The only delinquent loan in the pool, the Grandin Ridge Apartments
loan, is now 60-plus-days delinquent.  This loan is secured by
three multifamily properties in Mississippi, two of which are near
the coast and were damaged by Hurricane Katrina.  It is Standard &
Poor's understanding that repairs are under way, and most units at
the coastal locations remain occupied. The third property is
located inland in Hattiesburg, Mississipi, and is 100% occupied.
This property did not sustain any major damage as a result of the
hurricane.  Furthermore, Wachovia indicated that insurance
proceeds have been received to bring the loan current.

The master servicer's watchlist includes 19 loans totaling
$121.8 million, or 10.6%.  These loans are on the watchlist due to
low occupancies, low DSCRs, or upcoming lease expirations, and
were stressed accordingly by Standard & Poor's.

Standard & Poor's stressed various loans in the mortgage pool,
paying closer attention to the loans with credit issues.  The
expected losses and resultant credit enhancement levels adequately
support the raised and affirmed ratings.

                         Ratings Raised

            LB-UBS Commercial Mortgage Trust 2002-C7
  Commercial Mortgage Pass-through Certificates Series 2002-C7

                      Rating
                      ------
           Class   To       From   Credit enhancement
           -----   --       ----   ------------------
           B       AAA      AA+                16.52%
           C       AAA      AA                 14.98%
           D       AAA      AA-                13.43%
           E       AA+      A+                 12.14%
           F       AA       A                  10.84%
           G       AA-      A-                  9.55%
           H       A+       BBB+                7.88%
           J       A-       BBB                 6.84%
           K       BBB+     BBB-                5.81%
           L       BBB-     BB+                 4.13%
           M       BB+      BB                  3.49%
           N       BB       BB-                 2.97%
           P       BB-      B+                  2.19%
           Q       B+       B                   1.81%
           S       B        B-                  1.55%
           T       B-       CCC                 0.77%

                        Ratings Affirmed

            LB-UBS Commercial Mortgage Trust 2002-C7
  Commercial Mortgage Pass-through Certificates Series 2002-C7

               Class   Rating   Credit enhancement
               -----   ------   ------------------
               A-1     AAA                  18.33%
               A-2     AAA                  18.33%
               A-3     AAA                  18.33%
               A-4     AAA                  18.33%
               A-1B    AAA                  18.33%
               X-CL    AAA                    N/A
               X-CP    AAA                    N/A

                      N/A - Not applicable.


LIBERTY MEDIA: Acquisition Plan Prompts S&P to Review Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' corporate
credit rating on Englewood, Colorado-based Liberty Media Corp.
remains on CreditWatch with negative implications, where
it was placed on Nov. 10, 2005.  The CreditWatch update follows
Liberty's announcement that it has agreed to acquire a 51%
interest in video games and services provider FUN Technologies
PLC.

"The CreditWatch listing continues to reflect uncertainty
surrounding Liberty's longer term plan to spin off its interactive
assets to a separate company," said Standard & Poor's credit
analyst Andy Liu.  "The capital structures at the tracking company
and at Liberty and the process through which the transaction is
completed are further areas of concern."

The company's existing interactive assets are QVC Inc.,
IAC/InterActiveCorp, and Expedia Inc.  Total debt outstanding as
of Sept. 30, 2005, was $10.3 billion.

The FUN Technologies acquisition is planned for about
o83.7 million and $50 million for a total cash consideration of
about $194 million and about 33.8 million common shares of a newly
incorporated Canadian subsidiary of Liberty.  When consummated,
the deal will represent Liberty's first foray into online video
games.

FUN provides private-label video games and services to large
interactive entertainment groups, including America Online Inc.,
MSN, and Virgin.  FUN's subsidiary, SkillJam Technologies Corp.,
offers games and tournaments to more than 9 million registered
users.  Liberty will likely combine online games with its TV
assets to attract more TV and online audiences.

The transaction is subject to regulatory approvals and closing
conditions of both parties.  If the transaction is not completed,
Liberty will still have the right, but not the obligation, to
purchase 10.5 million ordinary shares of FUN, representing a 19%
stake on a fully diluted basis, for $50 million.

In resolving the CreditWatch listing, Standard & Poor's will meet
with management to discuss issues related to the planned tracking
stock issuance and growth strategies.


LONG BEACH: Moody's Reviews Class BV Certificates' B3 Rating
------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade two certificates from one deal issued by Long Beach
Mortgage Company in 2000.  The transaction is backed by primarily
first-lien adjustable and fixed- rate subprime mortgage loans
originated by Long Beach.  The master servicer on the deals is
Long Beach Mortgage Company.

The two subordinate classes from the adjustable-rate group are
placed on review for possible downgrade because existing credit
enhancement levels may be low given the current projected losses
on the underlying pools.  The transaction has taken significant
losses causing gradual erosion of the overcollateralization.  In
the 2000-LB1 transaction, the adjustable-rate pool has stepped
down and the most subordinate certificate is receiving all of the
unscheduled prepayments.  This is causing the M2V tranche to
gradually lose credit enhancement until it reaches its target OC.
In addition, the severity of loss on the liquidated loans has
increased in the past year possibly due to a higher concentration
of manufactured housing loans.

Moody's complete rating actions are:

Issuer: Asset Backed Securities Corporation, Long Beach Home
        Equity Loan Trust 2000-LB1, Home Equity Loan Pass-Through
        Certificates

Review for downgrade:

   * Series 2000-LB1; Class M2V, current rating Aa2, under review
     for possible downgrade

   * Series 2000-LB1; Class BV, current rating B3, under review
     for possible downgrade


MCI INC: California PUC Approves Verizon-MCI Merger
---------------------------------------------------
California Public Utilities Commission gave its final approval to
the proposed acquisition of MCI, Inc. (NASDAQ:MCIP) by Verizon
Communications Inc. (NYSE:VZ) after concluding the transaction
advances the public interest, benefits consumers and has no
adverse effects on competition.

Today's action by the California Public Utilities Commission,
which comes less than three weeks after the Federal Communications
Commission provided final federal approval of the
Verizon-MCI combination, adds momentum to the regulatory approval
process as it heads into its final stage.

Executives of both companies anticipate that the transaction will
close, as planned, next month or very early in January.  The
Verizon-MCI combination was announced on February 14.

"California's decision is good news for customers and confirmation
that the Verizon-MCI combination is in the public interest," said
Tim McCallion, Verizon's California president.
"This is a major milestone in the approval process, and it
increases the momentum as we near the finish line.  We are eager
to offer the benefits of this new combination to customers in
California and across the nation as soon as possible."

Jim Lewis, MCI senior vice president of policy and planning, said,
"We appreciate the Commission's timely review and recognition that
this transaction will benefit California consumers and the
business community.  The PUC's examination of the extensive record
demonstrates that our merger will promote competition and benefit
American consumers and businesses."  As part of California's
approval, Verizon will continue its rollout of stand-alone DSL
broadband service and the company will contribute $15 million to a
fund supporting ubiquitous access to broadband and advanced
services in California.  Verizon has also agreed to increase its
philanthropic giving in California by $20 million over the next
five years.

The commission's findings in favor of the transaction are
supported by an extensive public review and evidentiary record,
including findings by the California attorney general that the
combination would not harm competition.  Over 200 community, civic
and business leaders registered their support for the business
combination at six public participation hearings held in August.
The Verizon-MCI combination, part of the continuing evolution of
the industry driven by customers and technology, will capitalize
on the complementary strengths of each company and create one of
the world's leading providers of communications services.

The combined company will be better able to compete for and serve
large-business and government customers by providing a full range
of services, including wireless and sophisticated Internet
protocol-based services.  Consumers and businesses will also
benefit because the new company will have the financial strength
to maintain and improve MCI's extensive Internet backbone network.

                 About Verizon Communications

Verizon Communications Inc. (NYSE: VZ), a Dow 30 company, is a
leader in delivering broadband and other communication innovations
to wireline and wireless customers.  Verizon operates America's
most reliable wireless network, serving 49.3 million customers
nationwide, and one of the nation's premier wireline networks,
serving home, business and wholesale customers in 28 states.
Based in New York, Verizon has a diverse workforce of nearly
215,000 and generates annual revenues of more than $71 billion
from four business segments: Domestic Telecom, Domestic Wireless,
Information Services and International.  For more information,
visit http://www.verizon.com/

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 108; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

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


MCI INC: CFO Robert Blakely to Resign After Verizon Merger Closes
-----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated November 11, 2005, Robert T. Blakely, chief
financial officer and executive vice president of MCI, Inc.,
discloses that he will be leaving the Company at the close of the
MCI-Verizon Merger to become chief financial officer of Fannie Mae
in Washington D.C.

Michael D. Capellas, MCI president and chief executive officer,
relates that Mr. Blakely will continue to lead the Company's
finance organization until the customary closing requirements of
the Verizon merger are completed.

"From the re-building of the Finance organization to the financial
restructuring itself, from playing a key role in setting the
company's strategic direction to being a trusted leader and mentor
to so many employees, Bob is greatly respected inside and outside
the company," Mr. Capellas says.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 108; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

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


MERCILESS MOVIES: Case Summary & 27 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Merciless Movies Inc.
             5890 West Jefferson Boulevard
             Los Angeles, California 90016

Bankruptcy Case No.: 05-50061

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Nine Yards Two Productions Inc.            05-50062
      Rabbitprod Inc.                            05-50063
      Restrained Films Inc.                      05-50064
      Ripped Films Inc.                          05-50065
      Saint Mortimer Films Inc.                  05-50066
      Seabreeze Productions Inc.                 05-50067
      Sever Productions Inc.                     05-50068
      Rumbling Productions Inc.                  05-50069
      Snake Eye Productions Inc.                 05-50070
      Silent Productions Inc.                    05-50071
      Zig Zag Productions Inc.                   05-50072
      VS Productions Inc.                        05-50073
      Unbelievable Productions Inc.              05-50074
      Twin Pictures Acquisition Corp.            05-50075
      Stormy Productions Inc.                    05-50076
      SPE Holding Corp.                          05-50077
      Spartan Distribution Inc.                  05-50078
      South Boondock Productions Inc.            05-50079

Type of Business: The Debtors are filmmakers and affiliates of
                  Franchise Pictures LLC.  Franchise Pictures and
                  20 affiliates filed for chapter 11 protection on
                  Aug. 18, 2004 (Bankr. C.D. Calif. Case No.
                  04-27996 changed to 05-13855) (Tighe, J.).
                  Animal Productions LLC and five affiliates also
                  filed for chapter 11 protection on Nov. 21, 2005
                  (Bankr. C.D. Calif. Case No. 05-50055).

Chapter 11 Petition Date: November 21, 2005

Court: Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtors' Counsel: Susan H. Tregub, Esq.
                  17554 Weddington Street
                  Encino, California 91316
                  Tel: (818) 679-9278

                                Estimated Assets   Estimated Debts
                                ----------------   ---------------
Merciless Movies Inc.           Less than $50,000  $1 Million to
                                                   $10 Million

Nine Yards Two Productions Inc. Less than $50,000  $1 Million to
                                                   $10 Million

Rabbitprod Inc.                 Less than $50,000  $1 Million to
                                                   $10 Million

Restrained Films Inc.           Less than $50,000  $1 Million to
                                                   $10 Million

Ripped Films Inc.               Less than $50,000  $1 Million to
                                                   $10 Million

Saint Mortimer Films Inc.       Less than $50,000  $1 Million to
                                                   $10 Million

Seabreeze Productions Inc.      Less than $50,000  $1 Million to
                                                   $10 Million

Sever Productions Inc.          Less than $50,000  $1 Million to
                                                   $10 Million

Rumbling Productions Inc.       Less than $50,000  $1 Million to
                                                   $10 Million

Snake Eye Productions Inc.      Less than $50,000  $1 Million to
                                                   $10 Million

Silent Productions Inc.         Less than $50,000  $1 Million to
                                                   $10 Million

Zig Zag Productions Inc.        Less than $50,000  $1 Million to
                                                   $10 Million

VS Productions Inc.             Less than $50,000  $1 Million to
                                                   $10 Million

Unbelievable Productions Inc.   Less than $50,000  $1 Million to
                                                   $10 Million

Twin Pictures Acquisition Corp. Less than $50,000  $1 Million to
                                                   $10 Million

Stormy Productions Inc.         Less than $50,000  $1 Million to
                                                   $10 Million

SPE Holding Corp.               Less than $50,000  $1 Million to
                                                   $10 Million

Spartan Distribution Inc.       Less than $50,000  $1 Million to
                                                   $10 Million

South Boondock Productions Inc. Less than $50,000  $1 Million to
                                                   $10 Million

Debtors' List of 27 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
American Federation of Musicians                        Unknown
1501 Broadway, Suite 600
New York, NY 10036

B.A. Bay Inc.                    Profit                 Unknown
c/o William Morris Agency        participation
1325 Avenue of the Americas      payable
New York, NY 10019

Bruce Willis                     Profit                 Unknown
c/o Ziffren, Brittenham, et al.  participation
1801 Century Park West           payable
Los Angeles, CA 90067

Danny Trejo                                             Unknown
c/o Amsel, Eisenstadt & Frazier
5757 Wilshire Boulevard, Suite 510
Los Angeles, CA 90036

Dark & Stormy Nights Productions Profit                 Unknown
c/o Creative Artists Agency      participation
9830 Wilshire Boulevard          payable
Beverly Hills, CA 90212

David L. Lindsey                 Profit                 Unknown
c/o Aaron M. Priest              participation
Literary Agency                  payable

David Willis                     Profit                 Unknown
c/o Ziffren, Brittenham, et al.  participation
1801 Century Park West           payable
Los Angeles, CA 90067

Domehawk CA Theatrical, Inc.     Profit                 Unknown
c/o Hansen, Jacobson             participation
Teller, et al.                   payable

Edward Bunker                    Profit                 Unknown
c/o Windfall Management          participation
4084 Mandeville Canyon Road      payable
Los Angeles, CA 90049

Directors Guild of America, Inc.                        Unknown
7920 Sunset Boulevard
Los Angeles, CA 90046

E Group Services, Inc.                                  Unknown
c/o Hans Turner
5890 West Jefferson Boulevard
Los Angeles, CA 90016

Gallo, George                    Profit                 Unknown
c/o Creative Artists Agency      participation
9830 Wilshire Boulevard          payable
Beverly Hills, CA 90212

IATSE General Office                                    Unknown
1430 Broadway, 20th Floor
New York, NY 10018

Jazz Pictures, Inc.              Profit                 Unknown
202 North Beverly Drive          participation
Beverly Hills, CA 90212          payable

Julian Sands                                            Unknown
c/o William Morris Agency
1 Stratton Street
London W1X 6HB, England

Kapner, Mitchell                 Profit                 Unknown
c/o Hohman, Maybank & Lieb       participation
9229 Sunset Boulevard, Suite 700 payable
West Hollywood, CA 90069

Kaufman, Allan                   Profit                 Unknown
c/o Behr & Abramson              participation
2049 Century Park E, Suite 2690  payable
Los Angeles, CA 90067

MHF Zweite Academy Film          Profit                 Unknown
GmbH & Co.                       participation
Luise-Ulrich-Strasse 8           payable
D-82031 Grunwald, Germany

Mobius International, Inc.                              Unknown
5890 West Jefferson Boulevard
Los Angeles, CA 90016

New Moon Productions, Inc.                              Unknown
c/o Wyman, Issacs,
Blumenthal, et al.
8840 Wilshire Boulevard
Second Floor
Beverly Hills, CA 90212

Perry, Matthew                   Profit                 Unknown
c/o Surpin Mayersohn & Edelstone participation
1880 Century Park E., Suite 618  payable
Los Angeles, CA 90067

R2D2, LLC                                               Unknown
c/o David Bergstein
5890 West Jefferson Boulevard
Los Angeles, CA 90016

Rowdy Herrington                 Profit                 Unknown
c/o International Creative Mgt.  Participation
8942 Wilshire Boulevard
Beverly Hills, CA 90211

Screen Actors Guild                                     Unknown
5757 Wilshire Boulevard
Los Angeles, CA 90036

Tom Berenger                     Profit                 Unknown
c/o Creative Artists Agency      participation
9830 Wilshire Boulevard          payable
Beverly Hills, CA 90211

Tre Saldo, Inc.                                         Unknown
c/o Lichter, Grossman, Nichols
9200 Sunset Boulevard, Suite 530
West Hollywood, CA 90069

Writers Guild of America                                Unknown
West, Inc.
7000 West Third Street
Los Angeles, CA 90048


MEZZ CAP: Fitch Affirms Low-B Ratings on $6.2 Mil. Cert. Classes
----------------------------------------------------------------
Fitch Ratings affirms Mezz Cap 2004-C1 commercial mortgage
pass-through certificates series 2004-C1:

     -- $30.3 million class A at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $2.8 million class B at 'AA';
     -- $2.3 million class C at 'A';
     -- $2.3 million class D at 'BBB';
     -- $1.5 million class E at 'BBB-';
     -- $1.6 million class F at 'BBB-';
     -- $1.2 million class G at 'BB';
     -- $4.5 million class H at 'B';
     -- $5,000,000 class J at 'B-'.

Fitch does not rate the $3.1 million class K certificates.

The rating affirmations reflect stable transaction performance and
minimal paydown since issuance.  As of the November 2005
distribution date, the pool's aggregate certificate balance has
decreased 0.4% to $50.3 million from $50.5 million at issuance.
Three delinquent loans and one current loan are specially
serviced.

The largest specially serviced loan, a multifamily property
located in Harvey, Louisiana, is 60 days delinquent.  The borrower
preliminarily reports some damage from Hurricane Katrina and that
most of the tenants have vacated the property and are not paying
rent.


MIRANT CORP: Court Approves Bank Claims Settlement Agreement
------------------------------------------------------------
On December 12, 2002, West Georgia Generating Company, L.L.C., a
Mirant Corporation debtor-affiliate, entered into a Credit
Agreement with certain financial institutions and Deutsche Bank
AG, New York Branch, as agent for the Banks.

Subsequently, the Banks asserted claims against West Georgia
under the Credit Agreement and related documents for
$139,500,000, plus interest, fees, costs and expenses, secured by
substantially all of West Georgia's assets and property.

The Debtors have classified the Bank Claims as Mirant Debtor
Class 2 Secured Claims.

Deutsche Bank, on the Banks' behalf, indicated it would object to
the Debtors' proposed treatment of the Bank Claims.

The parties subsequently agreed to a consensual treatment of the
Bank Claims and a corresponding amendment to the Credit
Agreement.

A full-text copy of the Settlement Agreement is available at no
cost at http://bankrupt.com/misc/Bank_Claims_Settlement.pdf

Among others, the parties agree that:

       a. $45,000,000 will be paid to Deutsche Bank for the Banks'
          benefit on account of the Bank Claims; and

       b. $10,000,000 in cash will be transferred to Mirant
          Americas, Inc.

The Payments will be made using West Georgia's funds.

The parties also agree that:

    -- third-party general unsecured claims against West Georgia
       will be paid in cash of only up to $10,000,000;

    -- priority tax claims and cure claims associated with West
       Georgia's assumption of prepetition contracts, totaling
       $1,203,782, will be paid out of West Georgia's cash;

    -- a $8,500,000 working capital reserve will be established;

    -- final maturity of the Credit Agreement will be extended
       from June 1, 2009, to September 30, 2011;

    -- the Banks agree, subject to certain conditions, to accept
       the plan;

    -- the Settlement Agreement may be terminated if, among
       others, West Georgia's chapter 11 case is dismissed or
       converted to a case under Chapter 7 of the Bankruptcy Code,
       a Chapter 11 trustee will be appointed in West Georgia's
       Chapter 11 Case, the Plan has not been confirmed by the
       Bankruptcy Court on or before December 31, 2005, or the
       Plan has not become effective on or before March 31, 2006;
       dated December 3, 2003.

Judge Lynn approves West Georgia's Settlement Agreement with the
Banks.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 82 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Newco Unit Gets Court OK to Enter into Oracle License
------------------------------------------------------------------
At the request of Mirant Corporation and its debtor-affiliates,
the U.S. Bankruptcy Court for the Northern District of Texas
authorizes Mirant Newco 2005 Corporation to enter into a License
and Services Agreement with Oracle USA, Inc.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that beginning in 2001, the Debtors purchased
licenses to use certain Oracle corporate applications software
and database products.  The Debtors use the Oracle Programs in
the ordinary course of their business for certain purposes
including human resources, payroll and other financial services.

Oracle and Mirant Services, LLC, also entered in a services
agreement pursuant to which Oracle agreed to provide technical
support for the Oracle Programs.  At the time the Debtors entered
into the Original Agreement, the Debtors had a substantially
larger employee base, and the cost of the technical support
provided by the Original Agreement was determined primarily by
the named user or employee count.

The services associated with the Original Agreement automatically
renew annually unless notification of termination is provided.
The Original Agreement was up for renewal on September 19, 2005.
However, rather than renew the Original Agreement, Oracle agreed
to extend the term of the Original Agreement while the parties
entered into negotiations regarding the Original Licenses and the
Original Agreement.

                          The L&S Agreement

As a result of those negotiations, the Debtors determined that it
would be most beneficial and cost-efficient to:

    -- terminate the original Licenses and Agreements; and

    -- have Newco enter into the L&S Agreement with Oracle
       licensing as a new company.

The L&S Agreement provides the Debtors with:

     (i) a license to use certain Oracle Programs; and

    (ii) technical support for the Oracle Programs.

The L&S Agreement will cover the use and technical support of the
Oracle Programs by the Debtors, as well as certain non-debtor
subsidiaries.

The terms and conditions of the L&S Agreement are substantially
similar to the terms of the Original Agreement, Ms. Campbell
tells the Court.  "Entering into the L&S Agreement will result in
considerable cost savings to the Debtors."

Ms. Campbell explains that the cost of the technical support
provided by the L&S Agreement is structured around a combination
of server central processing unit pricing strategies and the
number of current employees, which is significantly fewer than
the number of employees when the Original Agreement was executed.

Additionally, in exchange for certain discounts, the Debtors have
agreed that Oracle may refer to the Debtors as a customer in
sales presentations, marketing vehicles and other promotional
activities.

The L&S Agreement will benefit the Debtors by reducing the
maintenance support costs associated with the Oracle Programs,
Ms. Campbell says.  The L&S Agreement provides for a $2,020,710
one-time payment for the Newco License and the payment of a
$444,556 yearly maintenance fee for the first four years of the
L&S Agreement.

Entering into the L&S Agreement will result in savings over the
course of five years:

    Year     Cost of Original    Cost of L&S
                Agreement         Agreement        Savings
    ----     ----------------    -----------     ----------
    2005        $1,144,959        $2,465,266    ($1,320,307)
    2006         1,179,308           444,556        734,752
    2007         1,214,687           444,556        770,131
    2008         1,251,128           444,556        806,572
    2009         1,288,661           466,784        821,877
    2010         1,327,321           490,123        837,198
                                                 ----------
                                                 $2,650,223
                                                 ==========

The L&S Agreement also provides that beyond the initial four-year
term, the fees for technical support will increase by no more
than 5% over the previous year's fees.  The L&S Agreement also
allows Newco to assign the L&S Agreement, and the Debtors
anticipate that, following confirmation of their Plan of
Reorganization, Newco will assign the L&S Agreement to Mirant
Services.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 81 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Objections to Schedule 12 Should Be in by Nov. 29
--------------------------------------------------------------
Mirant Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to fix a new
deadline by which a party to an agreement listed on an Amended
Schedule of Assumed and Assumed and Assigned Executory Contracts
and Unexpired Leases must file an objection.

A full-text copy of the Debtors' Amended Schedule 12 is available
at no cost at:

http://bankrupt.com/misc/MirantSchedule12_Contracts&Leases.pdf

Any new objections based on the changes reflected in the Amended
Schedule 12 should be filed no later than 12:00 p.m. (CST) on
November 29, 2005.

The Objection Deadline only applies to parties who have been
added to Schedule 12, or who were previously listed in
Schedule 12 and an amendment made to Schedule 12 impacts the
agreement with the counterparty.  The objection deadline should
not be extended with respect to any other parties to agreements
that were listed in the Original Schedules and the treatment of
which has not been amended or changed in the Amended Schedules.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 83 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MMRENTALSPRO: Can Access LaSalle's Cash Collateral Until Dec. 7
---------------------------------------------------------------
The Honorable R. Thomas Stinnett of the U.S. Bankruptcy Court for
the Eastern District Of Tennessee, Southern Division, approved
LaSalle Bank National Association' request to extend, until
Dec. 7, 2005, the terms of the Third Interim Cash Collateral Order
allowing MMRentalsPro, LLC, to access its cash collateral.

LaSalle Bank serves as Trustee for holders of Morgan Stanley
Capital I Inc. Commercial Mortgage Pass-Through Certificates
Series 2004-HQ4.  GMAC Commercial Mortgage Corporation acts as
LaSalle Bank's special servicer.

Nelwyn Inman, Esq., at Baker, Donelson, Bearman, Caldwell &
Berkowitz, PC, asked for the extension after the Bankruptcy Court
moved the Oct. 31 final hearing to consider the Debtor's cash
collateral motion to Dec. 7.  It is necessary for the Debtor's
operation and preservation of the estate that the cash collateral
use is extended until the final hearing.

The hearing for a final order allowing the Debtor's use of cash
collateral is scheduled at 1:30 p.m., on Dec. 7, 2005.

           Third Interim Cash Collateral Order

The Hon. R. Thomas Stinnett issued the third interim order
allowing the Debtor to access LaSalle Bank's cash collateral on
Sept. 16, 2005.

LaSalle Bank holds a first priority perfected security interest in
certain of the Debtor's assets pursuant to a prepetition loan
originally issued by CW Capital, LLC.  As of the petition date,
the outstanding principal balance and accrued interest due and
owing under the loan was approximately $13.5 million.

The loan is secured by, among other things, a Deed to Secure Debt,
Assignment of Rents and Security Agreements dated Aug. 4, 2004.
The properties secured by the deed include three apartment
complexes located in Whitfield County, Georgia.

The Bankruptcy Court limited the use of cash collateral for
payments to Lincoln Apartment Management LP and other necessary
costs and expenses outlined in an approved budget.  Lincoln
manages the Debtors apartment complex.

As adequate protection for use of the cash collateral, La Salle
was granted:

     a) continuing liens and security interests under the terms
        and conditions of the original loan agreement; and

     b) a replacement first priority perfected security interest
        in all collateral generated post petition pursuant to
        Section 361(2) of the Bankruptcy Code.

The Debtor was also required to deposit to an escrow account held
by GMAC all amounts due but not yet payable for property taxes,
insurance, licenses and permits.

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


MSC-MEDICAL: Weak Performance Spurs S&P's Negative Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Jacksonville, Florida-based workers' compensation-related
ancillary products and services provider MSC - Medical Services
Company, the operating subsidiary of holding company MCP-MSC
Acquisitions Inc., to negative from stable.  Ratings on the
company, including the 'B' corporate credit rating, were affirmed.

"The outlook revision reflects weaker than expected operating
performance through the first half of 2005," said Standard &
Poor's credit analyst Jesse Juliano.

In addition, this revision reflects

     (1) a recent delay in MSC's filing of its third-quarter
         fiscal 2005 10-Q while it completes an evaluation of the
         adequacy of its allowance for doubtful accounts reserve
         and

     (2) concerns regarding the company's ability to maintain
         current base business, as well as its growth prospects.

The ratings continue to reflect the company's:

     * below-anticipated operating performance,

     * narrow operating focus,

     * potential competition for its pharmacy benefits manager
       business,

     * the relatively low barriers to entry for its services,

     * its reliance on its large workers' compensation insurance
       clients,

     * potential pricing pressure, and

     * its significant debt burden.

These concerns are only partially mitigated by MSC's near-leading
position in its industry and the trend by insurance carriers and
others to outsource the company's services.

MSC is the second-largest procurement provider of ancillary health
care products and services to workers' compensation payors in the
U.S.  The company's customers include insurance carriers, the
self-insured, third-party administrators, and those customers
covered under state funds.  MSC provides PBM services, and
coordinates and negotiates for the delivery of medical devices,
orthotics and prosthetics, durable medical equipment, and medical
supplies.  The company uses more than 6,000 vendors and provides
more than 19,000 health care products and services.


NATIONAL ENERGY: Balance Sheet Upside Down by $28 Mil. at Sept. 30
------------------------------------------------------------------
National Energy Group, Inc., reported on November 15 with the
Securities and Exchange Commission, its results for the third
quarter ended Sept. 30, 2005.

For the three months ended September 30, 2005, total revenue was
$15.2 million, including revenue from accretion of the preferred
investment in NEG Holding LLC and management fees of $11.6 million
and $3.7 million, respectively, which represented a $3.6 million
or a 31% increase over the comparable period in 2004.

The Company recognized net income of $5.2 million for the three
months ended September 30, 2005, compared with net income of
$3.7 million for the comparable 2004 period.

For the nine months ended September 30, 2005, total revenue was
$42.2 million, including revenue from accretion of the preferred
investment in NEG Holding LLC and management fees of $32.0 million
and $10.2 million, respectively, which represented a $9.0 million
or a 27% increase over the comparable period in 2004.

The Company recognized net income of $14.4 million for the nine
months ended September 30, 2005, compared with net income of
$9.8 million for the comparable 2004 period.

As of Sept. 30, 2005, National Energy's balance sheet showed a
$28,753,481 stockholders' deficit compared to a $43,132,684
deficit at Dec. 31, 2004.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.
The Company 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 represented the Debtors.  The Company
emerged from bankruptcy on Aug. 4, 2004.  The final decree closing
the Company's bankruptcy case took effect on Dec. 13, 2001.  When
the Company filed for chapter 11 protection, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.


NETWORK INSTALLATION: Buying Spectrum in Stock & Debenture Deal
---------------------------------------------------------------
Network Installation Corp. entered into an Acquisition Agreement
and Plan of Reorganization with Robert and Sherry Rivera, as the
stockholders of Spectrum Communication Cabling Services, Inc., to
acquire Spectrum Communications.

Pursuant to the Acquisition Agreement and Plan of Reorganization,
the Company issued 18,567,639 restricted shares of its common
stock to the stockholders of Spectrum Communications in exchange
for all of the outstanding shares of Spectrum Communications.
Additionally, Robert Rivera, one of the stockholders of Spectrum,
will have the right to appoint two members of the Company's Board
of Directors.  The Company's Board would consist of between five
and seven directors.

In connection with the Acquisition Agreement and Plan of
Reorganization, the Company issued a secured $1.5 million Note to
Robert and Sherry Rivera that pays interest at the rate of six
percent per annum.  The Company is not required to make payments
on the Note for the first year, although interest will accrue.

The Company must make its $70,469.77 first payment on
November 1, 2006.  Payments will continue monthly until the Note
is paid completely on November 1, 2007, with a final payment of
$818,783.47.  There is no penalty if we pay the Note earlier than
required.

                  About Spectrum Communications

Spectrum Communications provides network design, installation and
maintenance of voice and data network systems.

                   About Network Installation

Headquartered in Irvine, California, Network Installation Corp. --
http://www.networkinstallationcorp.net/-- is a single source
provider of communications infrastructure, specializing in the
design, installation, deployment and integration of specialty
systems and computer networks.  Through its wholly-owned
subsidiaries, Kelley Technologies, Spectrum Communications and Com
Services, Network Installation Corp. provides its services to the
following customers and industries; U.S. Dept. of Homeland
Security, Gaming & Casinos, U.S. Government & Military, local and
regional municipalities, Healthcare and Education.

At Sept. 30, 2005, Network Installation's balance sheet showed a
$6,700,753 stockholders' deficit, compared to a $1,877,631 deficit
at Dec. 31, 2004.


NORTHWEST AIRLINES: S&P Revises Aircraft-Backed Debt Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on selected
enhanced equipment trust certificates of Northwest Airlines Inc.
(rated 'D') and changed the CreditWatch review status or withdrew
ratings on selected other EETC's.  Ratings of EETC's not affected
by these rating actions remain on CreditWatch with negative
implications, excepting 'AAA' rated insured EETC's, which are not
on CreditWatch.

"The rating actions reflect decisions by Northwest to affirm
certain aircraft leases or notes backing EETC's and to reject
other such financings as it seeks to lower its financial
obligations in bankruptcy," said Standard & Poor's credit analyst
Philip Baggaley.

Ratings on class A and B aircraft notes of NWA Trust No. 1 are
withdrawn.  Northwest has arranged to defease remaining amounts
due on the notes, a better result for noteholders than would be
expected, given the weak collateral coverage.  Ratings on class A,
B, and C notes of NWA Trust No. 2 are affirmed and removed from
CreditWatch, as Northwest has affirmed the leases on A320
aircraft securing the notes.

Standard & Poor's 'B+' rating on 1999-1 class A pass-through
certificates is affirmed, the rating on class B pass-through
certificates is raised to 'CCC' from 'CC', and the rating on the
class C pass-through certificates is raised to 'CCC-' from 'CC';
all three ratings are removed from CreditWatch.

Northwest has affirmed financings on the B747-400 aircraft
securing the 1999-1 certificates.  The CreditWatch status of the
'BBB-' rating on the 1999-2 class A pass-through certificates is
revised to positive from negative, the CreditWatch status of the
'B+' rating on the class B pass-through certificates is revised to
developing from negative, and the CreditWatch status of the 'CCC+'
rating on the class C notes remains negative.

Northwest has rejected financings on certain A319 aircraft
representing about half of the planes securing the 1999-2
pass-through certificates.  Proceeds of the sale or re-lease of
those aircraft will be applied to the three classes of
certificates in order of seniority, which is likely to improve
collateral coverage for the class A certificates.  Implications
for the class B certificates are uncertain, depending on the level
of proceeds obtained, and implications for the class C
certificates are likely to be negative.  The rating on the 2003-1
pass-through certificates, which do not have a liquidity facility
and are secured by junior D certificates in various Northwest
EETC's, is lowered to 'D' from 'CC', due to a payment default.

Northwest has requested bankruptcy court permission to reject
various aircraft leases or notes that secure other EETC's, but has
not actually rejected them, pending negotiations with
certificateholders.

The airline's actions thus far are similar to those of bankrupt
United Air Lines Inc., which sought to lower its financing costs
wherever possible and was willing to return some of its newer,
more desirable planes to creditors in order to do so.  This
contrasts with the strategy thus far of bankrupt Delta Air Lines
Inc., which has affirmed leases and notes on newer aircraft that
secure its various EETC's, while returning some older planes to
other creditors.

The 'D' corporate credit ratings on Northwest Airlines Corp. and
its Northwest Airlines Inc. subsidiary reflect the companies'
Sept. 14, 2005, bankruptcy filings.  Northwest is seeking to
reorganize in Chapter 11 proceedings, reducing losses by shrinking
capacity, securing labor cost reductions, and reducing fixed
financial obligations.


NOVA COMMUNICATIONS: Losses & Deficit Fuel Going Concern Doubt
--------------------------------------------------------------
Nova Communications, Ltd., delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 17, 2005.

Nova incurred a $919,888 net loss on $1,119,416 of revenues for
the three months ended Sept. 30, 2005, compared to a $315,651 net
loss on zero revenues for the same period in 2004.

The Company's balance sheet showed total assets of $11,243,670 at
Sept. 30, 2005, and liabilities totaling $8,007,122.

                     Issues Stock for Debt

During the three months ended Sept. 30, 2005, Nova's Board of
Directors authorized the issuance of 2,160,700 shares of the
Company's common stock in exchange for accrued legal fees,
management & consulting services.  The share issued were valued at
$.28 per share, the closing bid price of the Company's common
stock on the date of issuance.

                      Going Concern Doubt

Timothy L. Steers, CPA, LLC, expressed substantial doubt about
Nova's ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended June 30,
2005 and 2004.  The auditing firm points to the Company's
significant operating losses and working capital deficit.

A copy of the Company's quarterly report for the period ended
Sept. 30, 2005, is available http://researcharchives.com/t/s?321
for free.

                         About Nova

Nova Communications, fka First Colonial Ventures, is looking for
companies that share a potential for growth and a need for
capital.  The company owns Aqua Xtremes, which makes a jet-powered
surfboard.  In May 2005 it acquired Nacio Systems, a provider of
outsourced information technology services for corporate
customers.


O'SULLIVAN IND: Can Borrow $35 Million from CIT Under DIP Facility
------------------------------------------------------------------
Judge C. Ray Mullins of the U.S. Bankruptcy Court for the Northern
District of Georgia authorized O'Sullivan Industries Holdings,
Inc., and its debtor-affiliates, on a final basis, to borrow up to
$35,000,000 in postpetition financing from The CIT Group/Business
Credit, Inc., as administrative agent to the DIP Lenders.

The DIP Loan will have priority, subject to certain exceptions,
over all administrative expenses of the kind specified in Sections
503(b), 507(b), and 726(b) of the Bankruptcy Code.  The
DIP Lenders are granted liens and security interests in the
Debtors' property as security for the Debtors' DIP Obligations.

The Liens and security interests granted to CIT for the benefit of
the DIP Lenders, however, will be subject to the Carve-out for
fees payable to the U.S. Trustee and the Clerk of Court and for
professional fees and expenses.

The Debtors are authorized to use the proceeds from the DIP Loan
to repay their prepetition obligations under a September 29, 2003
credit facility with General Electric Capital Corporation, as
prepetition agent and lender.

The Debtors are also authorized to deposit $500,000, as adequate
protection for the priming liens granted to CIT for the DIP
Lenders' benefit, into a segregated account held by GE Capital for
the payment of the Debtors' indemnity obligations arising under
the Prepetition Credit Agreement and claims for professional fees
and expenses incurred by GE Capital.

The Court further rules that the Official Committee of Unsecured
Creditors and any ad hoc committee have until January 24, 2006, to
investigate and commence actions challenging the validity,
perfection, and enforceability of GE Capital's Liens and the
amount and allowability of the Prepetition Indebtedness.

                        Debtors' Statement

O'Sullivan Industries Holdings, Inc. (Other OTC - Senior Preferred
Stock - OSULP.PK) today said that it has received final approval
from the Bankruptcy Court of its debtor-in-possession post
petition financing with The CIT Group/Business Credit, Inc., and
other lenders.  The Final Order granted by Judge Mullins allows
O'Sullivan to borrow up to $35 million under certain conditions
and subject to borrowing availability.

O'Sullivan also said that the Court has granted its Final Order
authorizing O'Sullivan to honor prepetition customer credit,
return and warranty programs.  This order will allow O'Sullivan to
utilize all programs in place with customers and to provide a
continued high level of service.

Commenting on these orders, Rick Walters, interim CEO, stated,
"These orders enhance the ongoing stability of O'Sullivan by
providing liquidity through the bankruptcy process.  Further, our
ability to service our customers will remain unaffected by the
filing.  We are pleased that our restructuring is proceeding in an
orderly fashion and we look forward to exiting Chapter 11 as
quickly as possible."

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


O'SULLIVAN IND: Wants Rick Walters' Salary Increased to $350,000
----------------------------------------------------------------
In June 2004, O'Sullivan Industries Holdings, Inc., and its
debtor-affiliates hired Rick A. Walters as their executive vice
president and chief financial officer, providing him with $250,000
annual base salary plus other benefits.  Mr. Walters had
previously served as vice president and chief financial officer of
Newell Rubbermaid's Sharpie/Calphalon Group from 2001 to 2004.

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, tells the U.S. Bankruptcy Court for the
Northern District of Georgia that as Executive Vice President and
Chief Financial Officer, Mr. Walters has been instrumental in
implementing cost-cutting measures and strategic initiatives,
including the creation of a new sales and marketing organization,
the expansion of new product lines, and the enhancement of
sourcing opportunities from abroad.

On November 1, 2005, the Debtors announced that president and
chief executive office Robert S. Parker was taking a temporary
medical leave of absence and that Mr. Walters would serve as
interim CEO until Mr. Parker is able to return.  Since then, Mr.
Walters has assumed significant responsibilities as interim CEO,
in addition to continuing to perform his duties as CFO.  Among
other things, he now has the primary responsibility for
maintaining and strengthening the customer and supplier
relationships.

Mr. Cifelli relates that since the Petition Date, Mr. Walters has
been involved in every aspect of the Debtors' bankruptcy cases,
including formulating their business plan and in obtaining
postpetition financing.

                         Increased Salary

In consideration of Mr. Walters' increased responsibilities, on
October 31, 2005, the Debtors' Board of Directors approved an
increase in his annual salary to $350,000 so long as he remains
interim CEO.  The remaining terms of Mr. Walters' employment
agreement would remain the same.

In this regard, the Debtors seek the Court's authority to pay Mr.
Walters a $350,000 annual salary retroactive to October 31, 2005,
for so long as he serves as their interim CEO.

Mr. Cifelli asserts that without an acting CEO at their helm, the
Debtors could lose essential customer and supplier support.
Given his qualifications, experience, and knowledge about the
Debtors' business, Mr. Walters is the logical choice for interim
CEO, Mr. Cifelli says.  "Among other things, he is in the best
position to continue maintaining and cultivating the customer and
supplier relationships vital to the Debtors' business and their
ability to maximize the value of their estate, as well as
interfacing with employees and preserving their morale and
confidence during the restructuring process," Mr. Cifelli adds.

Furthermore, Mr. Cifelli points out that the relatively modest
increase in Mr. Walters' salary would be far less than the costs
associated with retaining an executive search firm to locate an
outside interim CEO who, in all likelihood:

   (1) would not be hired and in a position to manage their
       business for weeks or even months;

   (2) would not have the strong customer, supplier, and employee
       relationships that Mr. Walters has; and

   (3) would require a substantial salary -- particularly for
       what may be a temporary assignment.

Moreover, Mr. Cifelli explains that Mr. Walters' increased
responsibilities as interim CEO are in addition to, not in lieu
of, his duties as Executive Vice President and CFO, and thus, have
required, and will continue to require, significant additional
time commitments on his part.

Mr. Walters' salary increase is fair and reasonable under the
circumstances, Mr. Cifelli says.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 6; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Wants Court to Approve AIG Settlement Agreement
--------------------------------------------------------------
Over the past 20 years, Owens Corning's liability insurers have
paid more than $2,000,000,000 toward the settlement and defense
of asbestos claims.  Owens Corning previously exhausted the
available "products" limits of its policies that had been issued
by solvent insurers without asbestos-related exclusions.  For
several years, Owens Corning has been seeking confirmation from
its insurers that they will pay asbestos claims that are not
subject to the products limits of their policies.  The non-
products claims include those involving alleged injury during the
course of Owens Corning's installation of asbestos-containing
materials.

In 1991, Owens Corning and the AIG Companies -- Birmingham Fire
Insurance Company, Granite State Insurance Company, Landmark
Insurance Company, Lexington Insurance Company, and National
Union Fire Insurance Company of Pittsburgh, Pennsylvania --
entered into a settlement agreement, pursuant to which the AIG
Companies assert that they fully exhausted all applicable limits
of their insurance policies for all asbestos-related claims.

Owens Corning and the AIG Companies disagree with respect to
whether, and the extent to which, the AIG Companies have further
coverage obligations to Owens Corning.  Owens Corning says that
the AIG Companies continue to have coverage obligations with
respect to asbestos-related non-products claims notwithstanding
the exhaustion of the policies' products limits.  For their part,
the AIG Companies have taken the position that they have no
further coverage obligations to Owens Corning with respect to
asbestos-related claims, regardless of whether they are
characterized as "products" or "non-products."

On October 26, 2001, Owens Coming commenced a lawsuit against the
AIG Companies and other insurance companies seeking coverage for
non-products claims.  Owens Corning and the defendants then
engaged in extensive discovery and motion practice.  During
recent settlement negotiations between Owens Corning and the AIG
Companies, the parties were awaiting various summary judgment
rulings and preparing for a jury trial set to commence in
November 2005.

On September 30, 2005, Owens Corning and the AIG Companies
reached an agreement to settle their dispute concerning coverage
for non-products claims.

Accordingly, Owens Corning asks the Court to approve its
Settlement Agreement with the AIG Companies.  The principal terms
of the Agreement are:

   1. The AIG Companies will pay a settlement amount, and
      depending on the progress of the Debtors' Chapter 11 cases
      at the time the payments are made, payments will be made
      either into an escrow account or as directed by a confirmed
      plan of reorganization;

   2. Owens Corning and the AIG Companies will mutually release
      one another from all claims relating to the excess
      liability policies and the 1991 Settlement; and

   3. The Settlement Agreement's terms are contingent on the
      entry of a final order confirming a plan of reorganization
      that includes an injunction, pursuant to Section 524(g) of
      the Bankruptcy Court, protecting the AIG Companies;

   4. In addition to the Section 524(g) Injunction, Owens Corning
      will do its best to obtain other injunctive protections for
      the AIG Companies as part of the Debtors' Plan under
      Section 105 of the Bankruptcy Code; and

   5. If the Agreement becomes null and void, the AIG Companies
      will not be obligated to make any further payments of the
      Settlement Amount and will be entitled to the prompt
      release and return of any payments previously made to the
      Escrow Account, and the Parties will have restored all
      rights, defenses, and obligations relating to the excess
      liability policies issued by the AIG Companies to Owens
      Corning and the 1991 Settlement.

Anna P. Engh, Esq., at Covington and Burling, in Washington,
D.C., asserts that the Agreement should be approved because the
amount and timing of payment are reasonable in light of the
expenses, delays, and risks of ongoing coverage litigation.
Furthermore, Ms. Engh says, the Agreement will allow Owens
Corning to continue to pursue, with fewer distractions, other
carriers for coverage of asbestos non-products claims.

Owens Corning also asks the Court for permission to file the
Agreement under seal to keep certain key terms and information
confidential.  Ms. Engh tells Judge Fitzgerald that
confidentiality gives Owens Corning and the AIG Companies greater
flexibility in future negotiations and settlements with third
parties.

The parties, however, agree that Owens Corning may disclose the
information to counsel for the United States Trustee, the
Official Committee of Unsecured Creditors, the asbestos
committees, and the Futures Representative.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No.
120; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Court Okays Sale of N.J. Property to Berlin Jackson
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Owens
Corning and its debtor-affiliates permission to:

    a. sell their real property located at 160 Jackson Avenue,
       Berlin Borough, in Camden County, New Jersey, pursuant to a
       Purchase and Sale Agreement entered into with Berlin
       Jackson LLC; and

    b. pay certain real property taxes.

A full-text copy of the Purchase and Sale Agreement is available
at no cost at http://bankrupt.com/misc/SaleAgreement.pdf

The Property consists of 45 acres of land and 303,200 square feet
of buildings and others structures, including a warehouse.  Owens
Corning owned the Property since May 1958, when it purchased the
Property from Owens-Illinois.

Prior to 1972, Owens Corning used the Plant for the manufacture
of an asbestos-containing calcium silicate, high temperature
insulation product known as "Kaylo."  The Plant ceased
manufacturing operations and was shut down in the early 1990s.
Since that time, the Plant has been idle, although a warehouse on
the Property has been periodically leased to third parties.

According to J. Kate Stickles, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, a landfill and certain of the buildings
located on the Property contain asbestos.  The Property also
contains a settling pond that has traces of asbestos, Ms.
Stickles says.  "Separately, the soil and groundwater at the
Property contain significant amounts of oils used in the Kaylo
manufacturing process, which likely will require remediation or
other management."

"The New Jersey Department of Environmental Protection is aware
of the condition of the Property, and the Debtors have been
working with NJDEP concerning its remediation," Ms. Stickles
notes.  "With the exception of remediation activity, all activity
at the Property has ceased, and the Debtors do not need the
Property for their operations."

Except for the remediation, all activity at the Property has
ceased, and the Debtors no longer need the Property for their
operations, Ms. Stickles informs the Court.  Thus, the Debtors
marketed the Property for sale.

Staubach Company, Owens Corning's Court-approved real estate
broker, assisted in the sale process.

Among the proposals received, Owens Corning selected Berlin
Jackson's offer as the most favorable.

Berlin Jackson agreed to take title to the Property in exchange
for assuming responsibility for the remediation of the Property's
environmental condition.

The salient terms and conditions of the Purchase Agreement are:

    (a) The purchase price is $l;

    (b) At Closing, the Berlin Jackson will deliver, among other
        things:

        1. an executed liability transfer agreement;

        2. an environmental liability insurance policy with limits
           sufficient to cover remediation of environmental
           conditions in existence at closing as well as
           previously unknown conditions; and

        3. a cost overrun policy, naming Owens Corning as an
           additional insured and including other terms;

    (c) The Agreement requires a $10,000 deposit, which is
        refundable to Berlin Jackson and payable to Owens Corning;

    (d) The Agreement provides for an investigation period.

        During that period, Berlin Jackson, at its sole cost and
        expense is entitled to investigate certain matters
        regarding the Property, including:

        (1) the condition of title and a survey;

        (2) soil testing, invasive sampling, inspection of the
            structural and mechanical aspects of the improvements
            and other inspections;

        (3) permits, insurance policies, case documents,
            operational documents and other documents, files and
            records;

        (4) zoning, land use regulations and other development
            rights; and

        (5) the pollution condition and remediation requirements
            applicable to Berlin Jackson's intended use of the
            Property;

    (e) Berlin Jackson has the right to terminate the Agreement in
        the event that it is not satisfied with the inspection and
        investigation;

    (f) At Closing, Owens Corning will transfer the Property and
        its tangible and intangible personal property, including
        copies of reports relating to the Property and permits,
        licenses and governmental approvals relating to the
        operations of the Property;

    (g) Except for certain "Excluded Liabilities" Berlin Jackson
        will accept the Property in an "as is, where is"
        condition, and Owens Corning is not obligated to make any
        improvements, repairs or changes to the Property;

    (h) Owens Corning will retain certain excluded liabilities,
        including:

        (1) any liabilities related to environmental contamination
            or pollution conditions at the Property known by Owens
            Corning and intentionally concealed from Berlin
            Jackson;

        (2) any liabilities for remediation of pollution
            conditions generated by Owens Corning at the Property
            and disposed of off-site;

        (3) fines and penalties assessed against Owens Corning as
            a result of Owens Corning's acts or omissions prior to
            the date on which the deed transferring the Property
            to Berlin Jackson is recorded; and

        (4) liabilities for personal injuries caused by acts or
            omissions of Owens Corning or its predecessors-in-
            interest prior to the Close of Escrow;

    (i) Until the NJDEP issues a "no further action letter" or its
        equivalent, Berlin Jackson agrees that any conveyance of
        the Property to a third party will specifically recognize
        the existence of the Agreement and will require that third
        party to comply with the Agreement and to assume the
        Berlin Jackson's obligations, provided, however, that the
        third party is to have no liability or indemnity
        obligations for any matter arising prior to the conveyance
        of the Property to that third party; and

    (j) Berlin Jackson has agreed to waive and release Owens
        Corning from any claim related to the contamination or
        environmental state of the Property or arising from any
        environmental law or regulation;

The Debtors owe $2,869 in real property taxes with respect to the
Property, for which, valid liens may have been asserted against
the Property, Ms. Stickles told the Court.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No.
117; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PEGASUS SATELLITE: Trust Pays $112 Million in Second Distribution
-----------------------------------------------------------------
The Liquidating Trustee for The PSC Liquidating Trust --
successor-in-interest to Pegasus Satellite Communications, Inc.,
and its debtor-affiliates -- reported that the Second Distribution
to beneficiaries of The PSC Liquidating Trust occurred on Monday,
Nov. 21, 2005.

The distribution totaled $112 million; the distribution amount
allocable to the holders of the Senior Notes was paid to the
Indenture Trustees, with other amounts reserved pending resolution
of disputed Class 3A Claims.  The allocation of the Second
Distribution among the Class 3A Claimants is provided on the Trust
website.  To date, total distributions to holders of Class 3A
interests have been $330 million, which represents approximately
41.1% of Class 3A Claims (both allowed and disputed).  Total
distributions as a percentage of the face value of the various
issues of Senior Notes, range between approximately 41.6% to
43.1%.

Additional distributions to beneficiaries of the Trust will be
made from time to time as reserves are released and cash is
received from the liquification of additional assets of the Trust.

               About The PSC Liquidating Trust

The PSC Liquidating Trust -- http://www.psc-trust.com/-- was
established by order of the Bankruptcy Court for the District of
Maine, pursuant to the First Amended Joint Chapter 11 Plan of
Pegasus Satellite Communications, Inc., and its related direct and
indirect subsidiaries.  The Plan became effective on May 5, 2005.
In accordance with the terms of the Plan, the purpose of the Trust
is to maximize the value of certain of the Debtors' assets, to
evaluate and pursue, if appropriate, rights and causes of actions,
as successor to and representative of the Debtors' estates in
accordance with section 1123(b)(3)(B) of the Bankruptcy Code, and
to make distributions to its beneficiaries.

The Trust is not a public reporting entity and has no reporting
requirements other than those specifically provided for in the
Plan. The Liquidating Trustee has provided the information on the
website only as an accommodation to beneficiaries of the Trust.
The Trust maintains offices in Bala Cynwyd, Pa. and Jackson, Miss.
The Liquidating Trustee maintains offices in New Rochelle, N.Y.

                     About Pegasus Satellite

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities.  The Company emerged from
bankruptcy on May 5, 2005.


PERRY ELLIS: Earns $8.1 Million in Third Quarter Ended Oct. 31
--------------------------------------------------------------
Perry Ellis International, Inc. (NASDAQ:PERY) reported $8.1
million of net income for the third quarter ended Oct. 31, 2005,
an increase of 12.6% over the third quarter of fiscal 2005.

Total revenues for the third quarter of fiscal 2006 represented a
new record level, at $220 million, an increase of 37% over the
third quarter of fiscal 2005's level of $161 million.

"We are extremely pleased to report record revenue, EBITDA and
earnings per share results for the third quarter," George
Feldenkreis, Chairman and Chief Executive Officer, commented.  "I
am also proud of our associates in Miami for their admirable
performance in distributing goods at quarter end under the strain
of widespread power failure following Hurricane Wilma."

For the nine months ended Oct. 31, 2005, net income was $14.6
million, an increase of 15% over the comparable period last year
of $12.7 million.

Total revenues for the nine months were $636 million, an increase
of 31% over the comparable period last year of $485 million.

Perry Ellis International, Inc. -- http://www.pery.com/-- is a
leading designer, distributor and licensor of a broad line of high
quality men's and women's apparel, accessories, and fragrances,
including dress and casual shirts, golf sportswear, sweaters,
dress and casual pants and shorts, jeans wear, active wear and
men's and women's swimwear to all major levels of retail
distribution.  The company, through its wholly owned subsidiaries,
owns a portfolio of highly recognized brands including Perry
Ellis(R), Jantzen(R), Cubavera(R), Munsingwear(R), Savane(R),
Original Penguin(R), Grand Slam(R), Natural Issue(R), Pro
Player(R), the Havanera Co.(R), Axis(R), and Tricots St.
Raphael(R).  The Company also licenses trademarks from third
parties including Nike(R) for swimwear, and PING(R) and PGA
TOUR(R) for golf apparel.

Perry Ellis International Inc.'s 9-1/2 Senior Secured Notes due
2009 carry Moody's Investors Service's and Standard & Poor's
single-B ratings.


PERSISTENCE CAPITAL: Wants Bruinbilt Stopped from Pursuing Award
----------------------------------------------------------------
Persistence Capital, LLC, asks the U.S. Bankruptcy Court for the
Central District of California, San Fernando Valley Division, to
impose the stay provisions of 11 U.S.C. Section 362(a) on
Bruinbilt, LLC.

                       Arbitration Award

As previously reported, Bruinbilt asked the Court to lift the
automatic stay to allow it to confirm an existing $12.5 million
arbitration award in the Los Angeles Superior Court.  Persistence
contested the validity of that award.  Persistence's appeal is
pending in the Los Angeles Superior Court.

Bruinbilt invested $7.5 million with the company in 2004.  The
fund was to be used to fund the acquisition of rights in three
pools of life insurance policies.  However, only one insurance
pool investment was realized.

The Debtor's managing members, Curtis Somoza and Robert Coberly
guaranteed the loans.

                     Need for Automatic Stay

The Debtor asserts that if the automatic stay is lifted, the
estate is in danger of paying a claim notwithstanding the presence
of meritorious defenses.

The Debtor believes that even if Bruinbilt will only pursue the
guarantors, it will still have an adverse effect on the estate.

Based on these reasons, the Debtor urges the Court to issue an
order preventing Bruinbilt from pursuing causes of actions against
the estate or its officers.

Headquartered in Westlake Village, California, Persistence Capital
LLC, filed a voluntary chapter 11 petition on Sept. 13, 2005
(Bankr. C.D. Calif. Case No. 05-16450).  Lawrence R. Young, Esq.,
in Downey, California, represents the Debtor in its restructuring
proceedings.  When the Debtor filed for protection from its
creditors, it listed $85,000,000 in total assets and $28,602,241
in total debts.


PEOPLE'S CHOICE: Moody's Rates Class M10 Subordinate Notes at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
notes issued by People's Choice Home Loan Securities Trust Series
2005-4, and ratings ranging from Aa1 to Ba1 to the subordinate
notes in the deal.

The securitization is backed by People's Choice Home Loan, Inc.:

   * originated adjustable-rate(82.63%); and
   * fixed-rate (17.37%) subprime mortgage loans.

The ratings are based primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- subordination,

     -- overcollateralization,

     -- excess spread, and

     -- a swap agreement entered into for the benefit of the
        noteholders.

Moody's expects collateral losses to range from 5.45% to 5.95%.

EMC Mortgage Corporation will service the loans and Wells Fargo
Bank will act as a master servicer.  Moody's has assigned EMC
Mortgage Corporation a servicer rating of SQ1.

The complete rating actions are:

  People's Choice Home Loan Securities Trust Series 2005-4

     * Class 1A1, rated Aaa
     * Class 1A2, rated Aaa
     * Class 1A3, rated Aaa
     * Class 2A1, rated Aaa
     * Class M1 , rated Aa1
     * Class M2 , rated Aa2
     * Class M3 , rated Aa3
     * Class M4 , rated A1
     * Class M5 , rated A2
     * Class M6 , rated A3
     * Class M7 , rated Baa1
     * Class M8 , rated Baa2
     * Class M9 , rated Baa3
     * Class M10 , rated Ba1


PER-SE TECHNOLOGIES: Moody's Rates $485 Mil. Secured Debts at B1
----------------------------------------------------------------
Moody's confirmed Per-Se's B1 corporate family rating and assigned
B1 ratings to the company's senior secured revolving credit
facility and senior secured term loan associated with the
acquisition of NDCHealth.  The existing ratings of Per-Se and
NDCHealth are also confirmed and are to be withdrawn when the
transaction closes.  This concludes the review for downgrade that
was initiated on August 30, 2005 following Per-Se's announcement
to acquire NDCHealth's physician, hospital and retail pharmacy
businesses.  The rating outlook is stable.

Per-Se's B1 corporate family rating reflects:

   1) the company's moderate debt leverage (4.5x 2005 pro forma
      EBITDA leverage ratio);

   2) the challenge to roll out the new pharmacy claims point of
      sale system, EnterpriseRx; and

   3) the challenges in realizing the cost synergies related to
      the integration of NDCHealth.

These risks are mitigated by:

   1) the combined entities leading market position in key areas
      of healthcare IT;

   2) improved cash flow due in part to reduced expenses tied to
      accounting investigations within NDCHealth's physician
      business; and

   3) Moody's expectation that spending related to EnterpriseRx is
      in line with projections.

The B1 ratings on the senior secured credit facilities reflect
their seniority and the benefit of the collateral package
comprised of:

   * a first priority security interest in all present and future
     assets and properties;

   * all capital stock of each Borrower's domestic subsidiaries;
     and

   * 65% of the capital stock of all foreign subsidiaries.

The stable outlook reflects:

   * an expectation of continued growth from a solid base of
     recurring revenues with at least modest organic growth;

   * steady cash flow generation; and

   * capital expenditure levels resulting in good internal cash
     flow.


The stable outlook also reflects the expectation for the near-
term, cost effective deployment of EnterpriseRx.

Per-Se's B1 rating could be downgraded to the degree that:

   1) leverage (as defined as Debt / EBITDA) deteriorates to a
      level above 5.5x;

   2) access to external liquidity is compromised by an inability
      to maintain covenant levels;

   3) expected operating synergies related to the acquisition are
      not achieved; and

   4) spending related to the testing and release of EnterpriseRx
      is above expectations resulting in reduced free cash flow.

Conversely, the rating could be upgraded if:

   * the company's free cash flow to debt ratio approaches a level
     of 15%;

   * the integration of NDCHealth results in the expected levels
     of cost synergies; and

   * debt to EBITDA levels improve to a ratio below 3.5x.

As part of its rating process, Moody's considered:

   1) The protracted development of EnterpriseRx.  NDCHealth's
      EnterpriseRx has been in development since 2002, and has
      recently begun beta testing.  If this product is not brought
      to market, or if it is brought to market and does not
      achieve market acceptance in the next few years, the company
      faces the possibility of writing down the software asset.
      The cost of getting the product to market has put pressure
      on NDCHealth's Pharmacy Services' operating income which has
      decreased from $28.4 million in 2004 to $15.3 million
      (excluding one-time charges) in 2005.

   2) Control Issues.  NDCHealth has identified material
      weaknesses in its internal control over financial reporting
      and has restated its 2003 and 2004 fiscal statements, while
      Per-Se has restated its 2001 and 2002 fiscal statements, and
      its September 30, 2003 9-month statements.

   3) Covenant Considerations.  The term loan will amortize 1%
      annually over the first 5 years and has an excess cash flow
      sweep.  Financial covenants for the senior secured
      facilities include total leverage ratio, senior leverage
      ratio, and a fixed charge coverage ratio.  If Per-Se does
      not achieve its expected cost synergies, EnterpriseRx does
      not achieve market acceptance, or cash flow levels
      deteriorate, causing the company to not reduce debt as
      quickly as projected, there could be covenant pressures in
      the future.

   4) Cyclical performance of NDCHealth's Hospital Solutions.
      NDCHealth's Hospital Solutions segment has a history of
      cyclical operating performance based on the uneven timing of
      new product introductions.  Excluding one-time charges, the
      Hospital Solutions segment posted operating income of $28.7
      million in fiscal 2003, decreasing to $21.5 million in 2005.
      However, the segment is currently in an upswing with
      operating income for the 1Q '06 of $9.4 million compared to
      $4.7 million for the year prior quarter.

   5) Per-Se and NDCHealth's Combined Market Share.  Post
      acquisition, Per-Se will have a leading market position in
      niche markets, including:

         * pharmacy and hospital claims processing,
         * staff and patient scheduling management software,
         * physician's billing outsourcing collections,
         * pharmacy point of sale systems, and
         * physician systems for small office-based practices.

      These niche markets are typically characterized by
      fragmented regional and local competition, along with an in-
      house market that has not been fully penetrated by
      outsourcing and claims processing services.

   6) Client Retention.  Per-Se reports in excess of 89% client
      retention since at least 2002 for physician outsourcing
      services.  Per Se's hospital software retention is expected
      to remain favorable at approximately 90%.  Contract lengths
      for NDCHealth's Pharmacy Network are currently being
      expanded to 3 to 5 year terms, ePremis' contracts have 3-
      year terms and EnterpriseRx should have 5-year terms with 1-
      year renewals.  Per-Se's physician services outsourcing
      maintains 3-year non-cancelable contracts that automatically
      renew for an additional 3 years, claims processing has 3-
      year contracts and staff and patient scheduling software has
      perpetual, nonexclusive and nontransferable licenses with
      maintenance invoiced annually.

   7) Per-Se's history of solid organic growth.  From fiscal 2002,
      and prior to this proposed acquisition, Per-Se's
      expenditures on acquisitions have been immaterial (totaling
      approximately $3 million in the past 3 fiscal years), while
      revenue has grown from $326 million in 2002 to $353 million
      in 2004, an 8% increase.  NDCHealth has seen consecutive
      years decline in revenue from $401 million in 2003 to $388
      million in 2005, primarily driven by Physician Solutions $12
      million revenue deterioration over the three fiscal years.
      This decrease was partially offset by increases in the
      Information Management segment, which is not being acquired
      by Per-Se.

   8) Low integration risk.  Both company's headquarters are
      located in Atlanta, Georgia, creating a good opportunity for
      cost synergies.  With limited overlap in customers or
      products, integration risk is low and Moody's anticipates
      the combined entity to produce both revenue and cost
      synergies.

   9) Liquidity.  Per-Se's projected $50 million free cash flow
      (defined as cash from operating activities less capital
      expenditures and less dividends) for fiscal 2005 is
      generated by its combined recurring revenue stream.  Post-
      acquisition, Per-Se is projected to have $48 million in cash
      on hand combined with $50 million available under its
      committed revolver, less $3 million in letters of credit
      ($10 million sub-limit for letters of credit).

  10) Capital structure.  Per-Se's acquisition financing includes
      a $435 million senior secured term loan, a significant $200
      million equity component, and $19 million cash, including
      the purchase of NDCHealth from its existing shareholders
      and the refinancing of existing NDCHealth debt.  The pro
      forma capital structure will include Per-Se's existing $125
      million 3.25% convertible subordinated notes (not rated by
      Moody's) due in 2024.  The convertible notes have a
      June 2009 investor cash put option and is currently in the
      money with a conversion price of $17.85 and a closing price
      on November 21, 2005 of $23.55.  The company's domestic
      subsidiaries, the domicile for essentially all of the
      company's intellectual property, provide a secured guarantee
      of the $485 million current offering ($435 million 7-year
      term loan, $50 million 5-year revolver).  The company's
      foreign subsidiaries provide a 65% stock pledge.

Per-Se:

These ratings have been confirmed:

   * Corporate family rating at B1

   * $75 million secured revolving credit facility maturing
     June 2007 at B1

These new ratings have been assigned:

   * $50 million senior secured revolver maturing 2010 rated B1
   * $435 million senior secured term loan due 2012 rated B1

NDCHealth:

These existing ratings have been confirmed:

   * $125 million 6-year secured term loan due 2008 at B1
   * $100 million 5-year secured revolver maturing 2007 at B1
   * $200 million senior subordinated notes due 2012 at B3

The existing ratings of both Per Se and NDC Health are expected to
be withdrawn once the refinancing is completed.

Per-Se Technologies, headquartered in Atlanta, Georgia, is a
provider of software and services to physicians and hospitals.
NDCHealth, headquartered in Atlanta, Georgia, is a network-based
health information services company.


PHARMACEUTICAL FORMULATIONS: Files Chapter 11 Plan in Delaware
--------------------------------------------------------------
Pharmaceutical Formulations, Inc., delivered its Chapter 11 Plan
of Reorganization and an accompanying Disclosure Statement to the
U.S. Bankruptcy Court for the District of Delaware on Nov. 4,
2005.

                       About the Plan

The Plan contemplates the Debtor's reorganization and contains a
settlement reached among the Debtor, its majority shareholder, ICC
Industries Inc., and the Official Committee of Unsecured
Creditors.  Pursuant to the settlement:

     (i) the net proceeds of the sale to Leiner Health Products,
         L.L.C;

    (ii) a waiver by ICC and its affiliate, ICC Chemical
         Corporation, of their right to receive distributions
         under the Plan;

   (iii) a cash contribution by ICC equal to the ICC Plan Cash
         Contribution,

will be used to:

     (a) pay allowed administrative claims, the CIT Dip claim,
         priority tax claims, fee claims and other allowed claims
         in full;

     (b) make distributions to the convenience claimants holding
         approximately $350,000 of allowed class 9 claims, equal
         to 90% in cash on account of their claim; and

     (c) make distributions to the holders of $6.5 million in
         allowed general unsecured claims in an amount equal to:

         (x) either 40% of their claims or a pro rata share of the
             funds in the class 10 pool; and

         (y) the ICC Individual Release Consideration fee.

Class 11 interest holders will retain all rights and entitlements
in the Reorganized Debtor while claims of class 12 interest
holders will be deemed cancelled on the effective date.

A full-text copy of the Debtor's Disclosure Statement explaining
its Chapter 11 Plan of Reorganization is available for a fee at:

  http://www.researcharchives.com/bin/download?id=051123025407

As reported in the Troubled Company Reporter on Sept. 29, the
Debtor consummated its previously-announced sale of substantially
all of its assets related to its OTC solid dose pharmaceutical
products business to Leiner Health Products, L.L.C., pursuant to
Section 363 of the U.S. Bankruptcy Code.  The purchase price of
$23,000,000 (plus certain assumed trade liabilities) is being used
to pay certain creditors of the Company.  The Company is
continuing to operate Konsyl Pharmaceuticals Inc., which was not
part of the sale.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,
Inc. -- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


PHOTOCIRCUITS CORP: Taps Triax Capital as Investment Bankers
------------------------------------------------------------
Photocircuits Corporation asks the U.S. Bankruptcy Court for the
Eastern District of New York for permission to retain Triax
Capital Advisors LLC as investment bankers, nunc pro tunc to
Oct. 28, 2005.

The Debtor believes that Triax is well qualified for the position
because of the Firm's experience in preparing the financial
information necessary for prospective investors and bidders and
has the ability to market the business to investment and
acquisition groups.

Specifically, the Firm's services will include:

   -- due diligence for prospective investors and purchasers; and
   -- efforts to market the company to all interest parties.

Joseph E. Sarachek, a member of the Firm, leads the engagement.

The Firm will invoice the estate for services rendered and receive
payment of a monthly retainer and expense reimbursement each month
on an interim basis.  Court documents did not show how much the
Firm will receive for its services.

Mr. Sarachek disclosed that his Firm represents no interest
adverse to the Debtor's estate.

Headquartered in Glen Cove, New York, Photocircuits Corporation
-- http://www.photocircuits.com/-- was the first independent
printed circuit board fabricator in the world.  Its worldwide
reach comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


PIER 1: Secures New $325 Million Five-Year Secured Credit Facility
------------------------------------------------------------------
Pier 1 Imports, Inc. (NYSE:PIR) inked a new $325 million five-year
secured credit facility.  This facility is secured by the
company's merchandise inventory and major credit card receivables.
It replaces the company's existing unsecured bank facilities
including its $125 million revolving credit facility, which would
have expired in August 2006, its $120 million uncommitted letter
of credit facility, and approximately $52 million of credit lines
used to issue other special-purpose letters of credit.  The new
facility initially bears interest at LIBOR plus 1% for cash
borrowings.  The new facility does not require the company to
comply with financial covenants unless the facility is more than
90% utilized.  The facility will be used for general corporate
purposes and the company expects to continue funding its working
capital requirements through cash flow from operations, bank
facilities, and sales of proprietary credit card receivables.

Headquartered in Fort Worth, Texas, Pier 1 Imports, Inc. --
http://www.pier1.com/-- is North America's largest specialty
retailer of imported decorative home furnishings and gifts with
Pier 1 Imports(R) stores in 49 states, Puerto Rico, Canada, and
Mexico; The Pier(R) stores in the United Kingdom and Ireland; and
Pier 1 kids(R) stores.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 22, 2005,
Moody's Investors Service assigned a Ba2 corporate family rating
to Pier 1 and downgraded its unsecured issuer rating to Ba3 from
Baa3, concluding a review for possible downgrade initiated in June
2005; Moody's will be withdrawing the unsecured issuer rating for
business reasons.  The rating outlook is negative.


POSITRON CORPORATION: Selling $400K Convertible Notes to IMAGIN
---------------------------------------------------------------
Positron Corporation entered into a series of agreements with
IMAGIN Diagnostic Centres, Inc., pursuant to which IMAGIN agreed
to purchase from Positron 10% convertible secured notes in the
aggregate principal amount of $400,000.  If the notes held by
IMAGIN are converted in full into common stock, IMAGIN will
control approximately 45% of Positron's outstanding common stock,
based on the 76,325,046 shares outstanding as of October 31, 2005.

In addition, the Board approved the sale of an additional 10%
convertible secured note in the principal amount of $25,000 to a
private investor on the same terms.

Simple interest accrues on the notes at the rate of 10% per annum
and is payable annually.  However, at Positron's option, interest
is payable in the form of additional notes.  Subject to
acceleration, the notes are due on October 31, 2008.  In the event
Positron defaults in the payment of principal or interest on the
notes, does not obtain shareholder approval prior to Jan. 1, 2006,
to amend its Articles of Incorporation to increase its authorized
shares of common stock to allow for full conversion of the notes,
becomes subject to certain bankruptcy proceedings, or otherwise
breaches the terms of the notes, all amounts owing on the notes
become immediately due and payable.

The notes are initially convertible into an aggregate of
21,250,000 shares of Positron's common stock.  The notes and the
underlying securities have not been registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

Patrick G. Rooney, Chairman of the Board of Positron, is the son
of Patrick Rooney, Director of Corporate Development of IMAGIN
Diagnostic Centres, Inc.

Positron Corporation is primarily engaged in designing,
manufacturing, marketing and supporting advanced medical imaging
devices utilizing positron emission tomography (PET) technology
under the trade name POSICAM(TM) systems.  POSICAM(TM) systems
incorporate patented and proprietary technology for the diagnosis
and treatment of patients in the areas of oncology, cardiology and
neurology. POSICAM(TM) systems are in use at leading medical
facilities, including the Cleveland Clinic Foundation, Yale
University/Veterans Administration, Hermann Hospital, McAllen PET
Imaging Center, Hadassah Hebrew University Hospital in Jerusalem,
Israel, The Coronary Disease Reversal Center in Buffalo, New York,
Emory Crawford Long Hospital Carlyle Fraser Heart Center in
Atlanta, and Nishidai Clinic (Diagnostic Imaging Center) in Tokyo.

At September 30, 2005, the Company's balance sheet shows
$1.31 million in total assets, $3.78 million in total debts and a
$2.47 million stockholders deficit.


PROVIDIAN GATEWAY: Fitch Upgrades Rating on $25.8MM Class E Notes
-----------------------------------------------------------------
Fitch Ratings has upgraded 22 tranches of subordinate notes issued
out of the Providian Gateway Master Trust, which had been placed
on Rating Watch Positive on July 1, 2005.  The actions affect
approximately $1.53 billion of credit card backed securities.  The
receivables are backed by a pool of Visa and Mastercard
receivables originated by Washington Mutual Bank, formerly
Providian National Bank, and sold to the Providian Gateway Master
Trust.  The rating actions do not affect any series issued by
Providian Master Note Trust.

The upgrades reflect the seller/servicer's improved financial
condition following Providian's acquisition by Washington Mutual
Inc. as well as ongoing improvement in collateral performance
variables and receivables composition.  Under Fitch's revised
assumptions and stresses, available credit enhancement adequately
protects investors during early amortization to stressed levels
consistent with the ratings assigned.

These are upgraded by Fitch:

   Providian Gateway Master Trust, floating-rate asset-backed
   securities, series 2004-A

     -- $73,200,000 class B floating-rate notes to 'AA+' from
        'AA';

     -- $112,020,000 class C floating-rate notes to 'AA-' from
        'A';

     -- $84,630,000 class D floating-rate notes to 'A-' from
        'BBB'.

   Providian Gateway Master Trust, floating-rate asset-backed
   securities, series 2004-B

     -- $68,200,000 class B floating-rate notes to 'AA+' from
        'AA';

     -- $96,300,000 class C floating-rate notes to 'AA-' from 'A';

     -- $80,250,000 class D floating-rate notes to 'A-' from
        'BBB'.

Providian Gateway Master Trust, fixed-rate asset-backed
securities, series 2004-D

     -- $50,600,000 class B fixed-rate notes to 'AA+' from 'AA';
     -- $89,500,000 class C fixed-rate notes to 'AA-' from 'A';
     -- $70,100,000 class D fixed-rate notes to 'A-' from 'BBB'.

Providian Gateway Master Trust, floating-rate asset-backed
securities, series 2004-E

     -- $49,383,000 class B floating-rate notes to 'AA+' from
        'AA';

     -- $61,728,000 class C floating-rate notes to 'AA-' from 'A';

     -- $61,728,000 class D floating-rate notes to 'A-' from
        'BBB';

     -- $64,814,800 class E floating-rate notes to 'BBB-' from
        'BB'.

Providian Gateway Master Trust, fixed-rate asset-backed
securities, series 2004-F

     -- $27,410,000 class B fixed-rate notes to 'AA+' from 'AA';
     -- $48,494,000 class C fixed-rate notes to 'AA-' from 'A';
     -- $37,951,000 class D fixed-rate notes to 'A-' from 'BBB';
     -- $25,843,500 class E fixed-rate notes to 'BBB-' from 'BB'.


RELIABLE AIR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Reliable Air, Inc.
        dba Reliable Heating & Air
        15021 Highway 92
        Woodstock, Georgia 30188

Bankruptcy Case No.: 05-85627

Type of Business: The Debtor sells a full line of Carrier high
                  efficiency heating and cooling products along
                  with a wide variety of accessories including
                  zoning systems, programmable thermostats,
                  humidifiers and air cleaners.  As a licensed
                  HVAC contractor, the Debtor also cleans and
                  sanitizes the cooling coil, blower assembly,
                  grills, and registers.  See
                  http://www.reliableheatingandair.com/

Chapter 11 Petition Date: November 22, 2005

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street Northwest
                  Atlanta, Georgia 30303
                  Tel: (404) 893-3880

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Mingledorf's                     Trade Account         $556,603
6675 Jones Mill Court
Norcross, GA 30092

Lennox Industries, Inc.          Trade Account         $112,085
c/o Michael Kaplan
P.O. Box 471
Columbia, GA 31902

Bell South Advertising &         Advertising            $99,843
Publishing Corp.
P.O. Box 105024
Atlanta, GA 30348-5024

Colombia Insurance Co.           Insurance              $71,933

APEX Supply Co., Inc.            Trade Account          $47,647

Covenant Management, Inc.        Workers'               $37,392
                                 Compensation

CC Dickson                       Trade Account          $21,315

Salem Media of Georgia           Advertising            $19,073

Humana, Inc.                     Medical Insurance      $15,559

American Standard                Trade Account          $12,215

Johnstone Supply                                        $10,269

@Road                            Trade Account          $10,135

Blue Iris Consulting, LLC        Network Computers       $7,037

Dealers Supply Co., Inc.         Trade Account           $6,507

Ferguson Enterprises, Inc.       Trade Account           $5,259

Office Depot                     Office Supplies         $4,289

Market Data Systems              Advertising             $4,000

News Shopper, Inc.               Advertising             $3,580

Cintas Corporation               Uniforms                $2,783

Metro Directories                Advertising             $2,681


RH DONNELLEY: Launches $325 Mil. 8-7/8% Senior Bond Tender Offer
----------------------------------------------------------------
R.H. Donnelley Inc., a wholly owned subsidiary of R.H. Donnelley
Corporation (NYSE: RHD) is commencing

     * a cash tender offer for any and all of its outstanding $325
       million aggregate principal amount of 8-7/8% Senior Notes
       due 2010, and

     * a related consent solicitation to amend the indenture
       governing the Notes, on the terms and subject to the
       conditions set forth in the company's Offer to Purchase and
       Consent Solicitation Statement dated Nov. 21, 2005.

The tender offer and consent solicitation are subject to the
satisfaction of a number of conditions, including:

     * the obtaining of satisfactory financing for the
       transaction,

     * the receipt of consents in respect of at least a majority
       of the principal amount of Notes and

     * the execution of a supplemental indenture in respect of the
       proposed amendments.

The total consideration to be paid for each validly tendered Note,
subject to the terms and conditions of the tender offer and
consent solicitation, will be paid in cash and will be equal to
the price that, as of the settlement date, results in a yield to
first call of:

      (1) the yield to maturity of the 3% U.S. Treasury Note due
          Dec. 31, 2006 and

      (2) a fixed spread of 50 basis points.

The company is also soliciting consents from holders of the Notes
for amendments which would eliminate substantially all of the
restrictive covenants and certain of the events of default
contained in the indenture and the Notes and modify the covenant
regarding mergers, as well as modify or eliminate certain other
provisions contained in the indenture and the Notes.  Adoption of
the proposed amendments requires the consent of holders of at
least a majority of the aggregate principal amount of Notes
outstanding.

The consent solicitation will expire at 5:00 p.m., New York City
time, on Tuesday, Dec. 6, 2005, unless earlier terminated or
extended.  Holders who validly tender their Notes by the Consent
Date will be eligible to receive the Total Consideration.  Holders
who validly tender their Notes after the Consent Date, and on or
prior to midnight, New York City time, Dec. 19, 2005, will be
eligible to receive the Tender Offer Payment, which is equal to
the Total Consideration less $30.00 per $1,000 principal amount of
Notes.

Subject to the terms and conditions of the tender offer and the
consent solicitation, Notes accepted for payment are expected to
be paid for on Dec. 20, 2005, assuming that the Expiration Date is
not extended.  In addition, holders whose Notes are purchased will
be paid accrued and unpaid interest up to, but not including, the
settlement date.

Holders who tender their Notes will be required to consent to the
proposed amendments and holders who consent will be required to
tender their Notes.  Holders must validly tender their Notes and
deliver their consents on or prior to the Consent Date in order to
be eligible to receive the Total Consideration.  Holders tendering
Notes after the Consent Date will only be eligible to receive the
Tender Offer Payment.  Tendered Notes may not be withdrawn and
consents may not be revoked unless the Company reduces the amount
of the Tender Offer Payment, the Consent Payment or the principal
amount of Notes subject to the tender offer and consent
solicitation, or if such withdrawals or revocations are required
by law.

J.P. Morgan Securities Inc. is the Dealer Manager for the tender
offer and the Solicitation Agent for the consent solicitation and
can be contacted at (212) 270-1509 (collect).  MacKenzie Partners,
Inc. is the Information Agent for the tender offer and consent
solicitation and can be contacted at (212) 929-5500 (collect) or
(800) 322-2885 (toll free).  The Depositary for the tender offer
and the consent solicitation is The Bank of New York and can be
contacted at (212) 815-5098 (collect).

R.H. Donnelley -- http://www.rhd.com/-- is a leading Yellow Pages
publisher and local online search company.  RHD publishes
directories with total distribution of approximately 28 million
serving approximately 260,000 local and national advertisers in 19
states.  RHD publishes directories under the Sprint Yellow
Pages(R) brand in 18 states with total distribution of
approximately 18 million serving approximately 160,000 local and
national advertisers, with major markets including Las Vegas,
Nevada, and Orlando and Fort Myers, Florida.  In addition, RHD
publishes directories under the SBC Yellow Pages brand in Illinois
and Northwest Indiana with total distribution of approximately 10
million serving approximately 100,000 local and national
advertisers.  RHD also offers online city guides and search
websites in its major Sprint Yellow Pages markets under the Best
Red Yellow Pages(R) brand at www.bestredyp.com and in the Chicago
area at www.chicagolandyp.com.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 06, 2005
Moody's Investors Service placed all ratings of R. H. Donnelley
Inc. on review for possible downgrade.

Ratings placed on review for possible downgrade:

R.H. Donnelley Inc.:

   * $175 million senior secured revolving credit facility,
     due 2009 -- Ba3

   * $544 million senior secured tranche A term loan
     due 2009 -- Ba3

   * $1,433 million senior secured tranche D term loan,
     due 2011 -- Ba3

   * $325 million 8 7/8% senior notes, due 2010 -- Ba3

   * $600 million 10 7/8% subordinated notes, due 2012 -- B2

R.H. Donnelley Corporation:

   * $300 million senior unsecured notes, due 2013 -- B3
   * Corporate Family rating -- Ba3


RSG MERCHANT: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: RSG Merchant Services Inc.
        dba Diamond Bankcard
        dba Fantom Spray
        dba Maps Media Inc.
        6520 Platt Avenue # 505
        West Hills, California 91307

Bankruptcy Case No.: 05-50081

Chapter 11 Petition Date: November 23, 2005

Court: Central District of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Rocky W. Dorcy, Esq.
                  Law Offices of Rocky W. Dorcy
                  15501 Milbank Street
                  Encino, California 91436
                  Tel: (818) 986-0391

Estimated Assets: Not Provided

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Los Angeles County Tax Collector    Tax                 $20,000
P.O. Box 54018
Los Angeles, CA 90054-0018

Advanced Pool & Spa Service         Pool                 $1,337
2750-7 Tapo Canyon Road, Unit 118
Simi Valley, CA 93063

Steven Freund                       Legal                    $1
c/o Ira N. Katz
9401 Wilshire Boulevard, Suite 650
Beverly Hills, CA 90212

David Seror                         Litigation               $1
Chapter 7 Trustee
c/o Diane C. Well
1925 Century Park East, 16th Floor
Los Angeles, CA 90067


SAINT VINCENTS: Clarifies Cash Collateral Stipulation Provisions
----------------------------------------------------------------
Pursuant to the Sun Life Cash Collateral Stipulations, Saint
Vincents Catholic Medical Centers of New York, its debtor-
affiliates, Sun Life Assurance Company of Canada and Sun Life
Assurance Company of Canada (U.S.) agreed that nothing in the
Stipulation will prejudice the rights of the Official Committee
of Unsecured Creditors or any parties-in-interest to assert,
object to or challenge:

   (a) the validity, extent, perfection or priority of the liens
       and security interests, asserted by Sun Life;

   (b) the validity, allowability, priority, status or the amount
       of the Sun Life Claim and any claim for interest, fees,
       commissions, costs or expenses; or

   (c) any and all claims for alleged damages of the estates
       arising out of the actions or inactions of Sun Life or
       otherwise asserting claims of the estates against Sun Life
       including, without limitation, claims arising out of or
       related to the Loan Documents or any related documents and
       claims under Chapter 5 of the Bankruptcy Code or for
       fraudulent transfers or conveyances or under the doctrines
       of equitable subordination, recharacterization or
       deepening insolvency.

However, contested matters or adversary proceedings raising those
claims, objections or challenges must be commenced by November 3,
2005, or the claims, challenges and objections will be forever
waived, and the Sun Life Claim will be allowed as a secured claim
in full within the meaning of Section 506 of the Bankruptcy Code.

After arm's-length negotiations, the Creditors Committee and Sun
Life agree to extend the Reservation of Rights Period until
December 5, 2005.

The Reservation of Rights Period may be further extended in
writing by Sun Life and by a Court order on a request filed by
the Creditors Committee prior to its expiration.

As reported in the Troubled Company reporter on Sept. 27, 2005,
Saint Vincent Catholic Medical Centers of New York issued $78.3
million in promissory notes to the order of Sun Life Assurance
Company of Canada and Sun Life Assurance Company of Canada (U.S.)
prior to its bankruptcy filing.  The Promissory Notes are secured
by first priority liens to the Debtors' various properties.  On
July 1, 2005, SVCMC defaulted on its obligation to pay Sun Life
$500,214 under the Loan Documents.

Sun Life had asserted that its interest in the cash collateral is
not adequately protected from diminution in value during the
pendency of the Debtors' bankruptcy cases and consequently asked
for adequate protection.  The Debtors inked a stipulation to
resolve Sun Life's objection to the continues use of its cash
collateral.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SECURITIZED ASSET: Moody's Rates Class B-4 Sub. Certs. at Ba1
-------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by SABR 2005-FR5, and ratings ranging from Aa2
to Ba1 to the subordinate certificates in the deal.

The securitization is backed by:

   * 100% Fremont originated adjustable-rate (85.59%); and

   * fixed-rate (14.41%) subprime mortgage loans acquired by
     Barclays Capital.

The ratings are based primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- subordination,
     -- overcollateralization,
     -- excess spread,
     -- an interest rate swap agreement, and
     -- lender-paid mortgage insurance.

Moody's expects collateral losses to range from 3.50% to 3.75%.

Countrywide Home Loans Servicing LP will service the loans.
Moody's has assigned Countrywide Home Loans its top servicer
quality rating (SQ1) as a primary servicer of subprime loans.

The complete rating actions are:

  Securitized Asset Backed Receivables LLC Trust 2005-FR5

     * Class A-1A, rated Aaa
     * Class A-1B, rated Aaa
     * Class A-2A, rated Aaa
     * Class A-2B, rated Aaa
     * Class M-1, rated Aa2
     * Class M-2, rated A2
     * Class M-3, rated A3
     * Class B-1, rated Baa1
     * Class B-2, rated Baa2
     * Class B-3, rated Baa3
     * Class B-4, rated Ba1

The Class A-1A, Class A-1B and Class B-4 certificates were sold in
a privately negotiated transaction without registration under the
Securities Act of 1933 under circumstances reasonably designed to
preclude a distribution thereof in violation of the Act.  The
issuance has been designed to permit resale under Rule 144A.


SECURUS TECHNOLOGIES: Moody's Reviews $154 Mil. Notes' B2 Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Securus
Technologies, Inc. on review for possible downgrade.  This rating
action is in response to:

   * the lower than expected cash flows of the company;
   * the lack of margin expansion; and
   * the heightened intensity of the competitive environment.

The ratings on review are:

   * Corporate family B2
   * $154 million 11% Senior Secured Notes due 2011 B2

In Moody's rating action in July 2004, Moody's noted that the
company's high leverage and low margins provide Securus with
little room for operational shortfalls.  Since then, EBITDA has
declined and margins have contracted, while capital spending is
significantly higher than forecast.  Moody's review will focus on
the company's ability to improve margins and generate sustainable
free cash flow.

Moody's is lowering the company's speculative grade liquidity
rating to SGL-3 from SGL-2 to reflect the weaker, although still
adequate liquidity profile of the company, primarily due to the
lack of free cash flow generation.  For the first nine months of
2005, cash provided by operations fell $5.8 million below capital
spending over the same period.  Despite this negative free cash
flow, the company's liquidity profile is adequate, in Moody's
opinion, due to the company's access to its $30 million secured
revolving credit facility (unrated), all of which was available
for borrowing as of November 9, 2005.

The primary restrictive financial covenant requires Securus to
maintain the ratio of EBITDA to cash interest in excess of 1.75
times.  As Securus is comfortably in compliance with this
covenant, and Moody's expects such compliance to continue, Securus
should continued access to the revolver.

Based in Dallas, Securus Technologies is a provider of inmate
telecommunication services to correctional facilities in the US.


SEDONA CORP: Sept. 30 Equity Deficit Widens to $6.2 Million
-----------------------------------------------------------
SEDONA(R) Corporation (OTC Bulletin Board: SDNA), delivered its
quarterly report on Form 10-Q for the quarter ending Sept. 30,
2005, to the Securities and Exchange Commission on Nov. 14, 2005.

Revenues reported for the third quarter of 2005 were $198,000
compared to $210,000 reported in the same period one year ago.
Revenue from license fees and royalties increased to $55,000 from
$27,000 in 2004.  The increase in license revenue was due to the
successful installation of Intarsia(R) for a direct sales
customer.

Service revenues decreased during the third quarter of 2005 to
$143,000 compared to $183,000 reported one year ago.  The
reduction was due to a $110,000 decrease in related party revenue,
while SEDONA realized a $73,000 increase in service fee revenue
from the Company's customer base compared to the prior year.
Total revenues for the first nine months of 2005 were $584,000
compared to $904,000 reported in 2004.  Revenues from license fees
are lower in 2005 primarily due to a decrease in reported product
sales by one of the Company's distribution partners.  The Company
is working with the distribution partner to resolve the
outstanding issue that has resulted in the reported sales
decrease.  The Company also had $400,000 less in related party
service fees in 2005 compared to 2004.

The Company will derive its revenues from license fees and annual
maintenance fees earned with each sale of SEDONA's CRM technology
by the partners to their customers in an in-house environment.
The Company will also earn revenue from monthly subscription fees
earned with each sale of SEDONA's CRM technology by the partners
to their customers in an Application Service Provider environment.
Monthly subscription revenues are recognized ratably over the
contract terms, typically 36 to 60 months, beginning on the
commencement date of each contract.

At Sept. 30, 2005, the Company has recorded a total of $107,000 in
accounts receivable and in deferred revenue from monthly
subscription fees to be recognized in future periods.

SEDONA's distribution partners, while in different stages of
implementing their CRM/MRM strategy, have begun reporting license
sales of their product offerings.  Further, the Company continues
to expand its indirect distribution channel with the recent
addition in the third quarter of two new leading core system
providers for the credit union market, who are currently marketing
and selling SEDONA's CRM technology either as a component of its
total solution or as a stand-alone offering.

Cost of revenue decreased during the third quarter to $55,000
compared to $101,000 a year ago.  The decrease was attributable to
a reduction in software amortization expense offset by an increase
in service fees related to the delivery of maintenance and
professional services.  For the nine months, total cost of
revenues decreased 50% to $187,000 compared to $376,000 in 2004
due to the same factors.

For the third quarter of 2005, the gross profit increased to 72%
of revenue or $143,000 compared to a gross profit percentage of
52% or $109,000 reported in the same period of 2004.  For the
first nine months of 2005, gross profit increased to 68% of sales
or $397,000 compared to 58% or $528,000 reported in 2004.

Total operating expenses decreased 6% to $672,000 in the third
quarter of 2005, compared to $711,000 reported in the same period
a year ago.  For the first nine months of the year, total
operating expenses remained relatively unchanged at $2,230,000 in
2005 compared to $2,246,000 in 2004.

Net loss for the quarter ended Sept. 30, 2005, was $630,000,
compared to $671,000 reported in the third quarter of 2004.  For
the nine months ended Sept. 30, 2005, the net loss was $2,088,000,
compared to $2,014,000, reported for same period in 2004.

A full-text copy of Sedona Corp's third quarter financial reports
ending Sept. 30, 2005, is available at no charge at
http://ResearchArchives.com/t/s?31c

SEDONA(R) Corporation (OTCBB: SDNA) -- http://www.sedonacorp.com/
-- is a technology and services provider that delivers
verticalized Customer Relationship Management solutions
specifically tailored for the small to mid-sized business market.
Utilizing SEDONA's CRM solutions, community and regional banks,
and insurance companies can effectively identify, acquire, foster,
and retain loyal, profitable customers.

As of Sept. 30, 2005, Sedona's equity deficit widened to
$6,212,000 from a $4,258,000 deficit at Dec. 31, 2004.


SFX ENTERTAINMENT: Moody's Assigns B1 Ratings on $575 Mil. Debts
----------------------------------------------------------------
Moody's Investors Service assigned the B1 Corporate Family Rating
to SFX Entertainment, Inc., the live entertainment subsidiary of
Clear Channel Communications, Inc., (CCU; senior unsecured Baa3
rating; outlook negative) and the B1 rating to its new $575
million senior secured credit facilities.  Clear Channel
Communications plans to spin-off its live entertainment division
by the end of this year.  The rating outlook is stable.

The newly assigned B1 corporate family rating reflects:

   * Moody's concerns with the inherent volatility of the live
     entertainment industry;

   * the company's low EBITDA margins; and

   * lower attendance trends, balanced by the company's leading
     industry position and geographic diversity.

The newly assigned ratings for SFX Entertainment, Inc. include:

   * Corporate family rating at B1;

   * $250 million 6 ½ year senior secured revolver (currently
     undrawn) at B1; and

   * $325 million 7 ½ year senior secured term loan at B1.

The B1 corporate family rating reflects Moody's concerns with:

   1) the financial risk posed by the inherent volatility of live
      entertainment and the company's low operating margins;

   2) the recent weakness in the company's operations, evidenced
      by decreasing trends in revenues and EBITDA;

   3) a high leverage of 5.0 times lease adjusted debt-to-adjusted
      EBITDA; and

   4) the possibility of SFX debt financed acquisitions including
      additional venues, outdoor music festivals, rights to more
      Broadway productions or similar live theatrical shows, or
      other tuck-in acquisitions.

The B1 rating is supported by:

   1) SFX's leading market position in the live entertainment
      industry;

   2) the international diversification of SFX's 135 owned and/or
      operated venues in the U.S. and 28 in Europe;

   3) the high barriers to entry for the industry that include a
      dearth of available concert venues outside SFX's extensive
      network of already owned or contractually locked-up theaters
      and arenas; and

   4) the strong ties the company has with first-tier concert and
      theater performers and other producers.

During 2004, revenue from the global music segment, which accounts
for almost 80% of the company's overall sales, suffered from a:

   * decline in the number of live events;
   * lower concert attendance; and
   * higher ticket prices.

The decline in the number of events during 2004 and lower concert
attendance, as customers shied away from increased ticket prices,
decreased EBITDA margins by 140 basis points, or over 20%.  The
weak operating results led the company to re-evaluate its business
strategy in 2005 focusing on venue management, more profitable
content production and promotion, closing of some business lines,
and lowering prices to re-calibrate the value proposition offered
to customers.

As a result, domestic music operations decreased during the first
six months of 2005, causing a decline in global music sales by 9%
compared to the same period in 2004 and decreasing EBITDA margins
by more than 50%.  Moody's expects weak operating results into
2006 and perhaps early 2007.  Moody's also expects the company's
leverage to drift upward over the next 18 months until EBITDA
recovers or the company generates enough free cash flow to repay
debt.

The ratings also take into account management's decision to retain
the company's un-adjusted debt leverage at around 3.0 times
EBITDA.  In Moody's opinion, the favorable leverage level is
necessary to compensate for the inherent business and other
financial risks facing the company.  Moody's estimates the company
will finish 2006 with fully adjusted leverage (including earn-outs
and lease adjustments consistent with Moody's Financial Metrics)
at approximately 5.3 times EBITDA before closing 2007 with a 4.9
times leverage.  Moody's estimates show SFX to become free cash
flow positive during 2007 and for free cash flow as a percentage
of debt to reach around 16% by the end of that year.

The stable outlook incorporates Moody's expectations that,
although the live entertainment industry has shown recent weakness
Moody's expects consumer appetite for live entertainment will
continue.  By 2007, Moody's expects SFX to begin generating
sufficient free cash flow to cover its capital needs, which
Moody's expects will be limited, its tax expenses as a stand-alone
entity, and to pay down some debt.  Moody's does not expect the
company to engage in share repurchases in the intermediate term.

The rating could face downward pressure if the company showed more
operating volatility than expected or decreased EBITDA margins.
An increase in debt to fund acquisitions could also pressure the
rating.  The rating could increase if the company showed an
extended period of consistent, healthy operating results while
reducing debt leverage.

On April 29, 2005, Clear Channel Communications, Inc. conveyed its
plans to spin-off 100% of its live entertainment division, SFX
Entertainment, Inc. to its shareholders, and to sell approximately
10% of its outdoor division, Clear Channel Outdoor, to the public.
As part of its requirement to provide ample financial resources to
the stand-alone SFX, and to sufficiently capitalize the stand
alone company as an ongoing business, the public filing shows that
CCU plans to provide SFX with a capital injection of approximately
$383 million by converting a portion of an existing $725 million
inter-company loan into capital of the new publicly traded
company.

At the time of, or prior to the spin-off, SFX will secure a $325
million term loan maturing in June of 2013, and a $250 million
revolver which will be used primarily to fund working capital for
SFX's very seasonal businesses.  The plan also calls for SFX to
raise cash through $20 million of Series A Preferred Stock, with
an estimated 10% preferred dividend, and to sell a $20 million
Series B Preferred Stock issue through CCU.  SFX and plans to use
$322 of its new term loan, and the $20 million in cash from the
Series A Preferred to repay the remainder of the inter-company
loan to its parent.

The senior secured credit facility will be secured by:

   * a first priority lien on substantially all of the company's
     assets (other than real property) other than those of its
     foreign subsidiaries;

   * a pledge of the capital stock of its domestic subsidiaries;
     and

   * a portion of the capital stock of certain of its foreign
     subsidiaries.

Moody's believes that board accountability structures are weaker
at the new SFX than those at most public U.S. companies because
the CFO at the parent company, at least initially, will serve as
chairman of SFX, and it appears that the Mays family will retain a
disproportionate representation on the board than implied by their
ownership stake.  Considering the dominant position the company
has in its industry, Moody's does not expect the company to make
large acquisitions, however, the current rating takes into account
opportunistic, tuck-in acquisitions that the rating agency
believes will become available over the ratings horizon.  Moody's
does not expect SFX to receive future financial support from Clear
Channel Communications after the completion of the spin-off.

SFX Entertainment, Inc., currently the wholly-owned subsidiary of
Clear Channel Communications, Inc., is the world's largest
producer and marketer of live entertainment events.  The company
is to be separated, via a spin-off to existing shareholders, into
a separate publicly-traded company.

Headquartered in Beverly Hills, California, the divison reported
$2.8 billion in revenues for 2004 and owns, operates and/or
exclusively books 135 live entertainment venues, including 44
amphitheaters in the U.S. and 28 venues in Europe.  Events
promoted and/or produced by the company include:

   * live music events,
   * Broadway,
   * West End and touring theatrical shows,
   * family entertainment shows, and
   * specialized sports and motor sports shows.

In addition, the company owns leading talent management businesses
that specialize in the representation of athletes and
broadcasters.


SHOPKO STORES: LBO Acquisition Deal Spurs S&P's Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that BB- ratings on Shopko
Stores Inc. remain on CreditWatch with negative implications,
where they were placed April 8, 2005 based on its agreement to be
acquired in a leveraged buyout.

On Oct. 18, 2005, Green Bay, Wisconsin-based Shopko signed a
merger agreement with an affiliate of Sun Capital Partners Inc.
and terminated its former agreement with an affiliate of Goldner
Hawn Johnson & Morrison Inc.  The new agreement specifies a
purchase price of $29 per share plus the assumption of Shopko's
debt, which totaled $300 million at Oct. 29, 2005.  Commitment
letters have been obtained for all necessary debt financing from:

     * Wachovia Bank,
     * National Association,
     * Wachovia Capital Markets LLC, and
     * Ableco Finance LLC

and an equity commitment letter has been delivered by Sun Capital
Partners IV LP.

These financing sources have committed to provide:

     * equity or junior capital financing of up to $450 million;

     * asset-based revolving credit financing with total borrowing
       availability of $675 million; and

     * real estate debt financing of up to $600 million.

"This amount, together with Shopko's cash, should be sufficient to
fund the acquisition, any amounts due under the existing credit
facility, and Shopko's tender offer for its senior notes," said
Standard & Poor's credit analyst Mary Lou Burde.

Upon closing of the transaction, total debt to capital is expected
to exceed 6x, well above the level of 2.1x at January 2005.

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


SOLUTIA INC: Has Until February 4 to Remove State Court Actions
---------------------------------------------------------------
At the behest of Solutia Inc. and its debtor-affiliates, the U.S.
Bankruptcy Court for the Southern District of New York extended
the Debtors' deadline to file notices of removal of civil actions
and proceedings through and including February 4, 2006.

Robbin L. Itkin, Esq., at Kirkland & Ellis LLP, in New York,
informs Judge Beatty that the Debtors continue to review their
files and records to determine whether they should remove certain
actions pending in state or federal courts.

Ms. Itkin relates that the Debtors require the extension because
their key personnel and legal department are assessing the Civil
Actions while being actively involved in the Debtors'
reorganization.  Without the extension, the Debtors and their key
personnel will not have sufficient time to complete the task.

Moreover, the Debtors reserve their right to seek further
extensions.

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 Nos. 48 & 50; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SOLUTIA INC: Has Until February 9 to Make Lease-Related Decisions
-----------------------------------------------------------------
As of October 19, 2005, Solutia Inc. and its debtor-affiliates are
parties to 33 unexpired leases.  Robbin L. Itkin, Esq., at
Kirkland & Ellis LLP, in New York, relates that the Debtors
continue to review and assess whether to assume or reject these
leases, but they need more time to complete the process to avoid
any premature decision.

Accordingly, at the Debtors' behest, the U.S. Bankruptcy Court
for the Southern District of New York extended the deadline
within which the Debtors may assume or reject their leases to
February 9, 2006, without prejudice to their right to seek further
extensions.

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 Nos. 48 & 50; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SOUTHWEST RECREATIONAL: Wants Ordinary Course Profs. to Continue
----------------------------------------------------------------
Ronald L. Glass, the chapter 7 trustee appointed in Southwest
Recreational Industries, Inc., and its debtor-affiliates'
liquidation proceedings, asks the U.S. Bankruptcy Court for the
Northern District of Georgia for permission to continue to employ
professionals in the ordinary course of business without the
submission of separate retention applications and the issuance of
separate retention orders for each individual professional.

In the ordinary course of their businesses, the Debtors employ
various professionals, including accountants and attorneys, to
render services relating to numerous issues in connection with
their business operations.  The continued employment of the
Ordinary Course Professionals is therefore essential to the
Debtor's business operations.

The retention and employment of these professionals will be
subject to the same terms and conditions on previous orders on
their application.

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir Meyerowitz,
Esq., Mark I. Duedall, Esq., and Matthew W. Levin, Esq., at
Alston & Bird, LLP, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, they listed $101,919,000 in total assets and
$88,052,000 in total debts.  On Aug. 11, 2004, Ronald L. Glass was
appointed as Chapter 11 Trustee for the Debtors.  Henry F. Sewell,
Jr., Esq., Gary W. Marsh, Esq., at McKenna Long & Aldridge LLP
represent the Chapter 11 Trustee.  The Bankruptcy Court converted
the Debtors' chapter 11 cases into liquidation proceedings under
chapter 7 of the Bankruptcy Code on Oct. 14, 2005.


STOCKHORN CDO: Moody's Places Class E Notes' Ba1 Rating on Watch
----------------------------------------------------------------
Moody's Investors Service placed five classes of notes issued by
Stockhorn CDO, Ltd. on watch for possible downgrade.

According to Moody's, the review has been prompted by
deterioration in the overall credit quality of the reference pool
and by a recent credit event of a reference entity.

The ratings of these tranches are now under review for possible
downgrade:

Issuer: Stockhorn CDO, Ltd.

U.S. $3,000,000 Class C-1 Mezzanine Notes due 2007

  * Previous rating: A2
  * Current rating: A2, on watch for possible downgrade

U.S. $5,500,000 Class C-2 Mezzanine Notes due 2007

  * Previous rating: A2
  * Current rating: A2, on watch for possible downgrade

U.S. $3,000,000 Class D-1 Mezzanine Notes due 2007

  * Previous rating: Baa2
  * Current rating: Baa2, on watch for possible downgrade

U.S. $2,000,000 Class D-2 Mezzanine Notes due 2007

  * Previous rating: Baa2
  * Current rating: Baa2, on watch for possible downgrade

U.S. $5,000,000 Class E Mezzanine Notes due 2007

  * Previous rating: Ba1
  * Current rating: Ba1, on watch for possible downgrade


SUNNY DELIGHT: Weak Credit Measures Cue S&P to Chip Low-B Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Sunny Delight Beverages Company to 'B'
from 'B+'.  The outlook is negative.

The Cincinnati, Ohio-based juice drink producer had about
$117 million of total debt outstanding at Sept. 30, 2005.

The downgrade reflects weaker credit measures resulting from the
company's softer-than-expected operating performance and limited
covenant cushion.

"We are concerned about challenging industry conditions that may
further pressure the company's cost structure and ability to
improve its performance," said Standard & Poor's credit analyst
Alison Sullivan.

Sunny Delight has been negatively affected by high resin prices
that significantly raised bottle costs in the wake of Hurricane
Katrina.  Furthermore, North American operations have been hurt by
high transportation and packaging costs, and European operations
have not met expectations due to lower volume and higher fixed
costs.

For the nine months ended Sept. 30, 2005, EBITDA was well below
plan due to fuel and resin price increases, which rose
dramatically after Hurricane Katrina.  Sunny Delight will be
challenged to improve margins in this rising cost environment,
coupled with expected negative synergies over the near term
from the divestiture of Punica.


SUPERB SOUND: U.S. Trustee Appoints 7-Member Creditors Committee
----------------------------------------------------------------
The United States Trustee for Region 10 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in Superb
Sound, Inc.'s chapter 11 case:

    1. Mr. Jeff Baer
       V.P. Finance
       Klipsch, LLC
       3502 Woodview Trace, Suite 200
       Indianapolis, Indiana 46268
       Tel: (317) 860-8352
       Fax: (317) 860-9352

    2. Mr. John Henderson
       National Credit Manager
       Denon Electronics LLC
       19 Chapin Road Building C
       P.O. Box 867
       Pine Brook, New Jersey 07058-0867
       Tel: (973) 396-7485
       Fax: (973) 396-7455

    3. Ms. Mary A. Beberman
       Customer Finance Manager
       Crestrom Electronics, Inc.
       15 Volvo Drive
       Rockleigh, New Jersey 07647
       Tel: (201) 767-3400 ext. 203
       Fax: (201) 767-1904

    4. Mr. Gerald J. Barker
       President
       WIRE Suppliers Inc.
       5620 Elmwood Court
       Indianapolis, Indiana 46203
       Tel: (317) 786-4485
       Fax: (317) 787-0706

    5. Mr. Timothy Griebert
       Sony Electronics, Inc.
       1 Sony Drive 3E6
       Park Ridge, New Jersey 07656
       Tel: (201) 930-7026
       Fax: (201) 930-7783

    6. Mr. Mark Stevenson
       Fifth Third Bank
       251 N. Illinois Street,
       #1500 MD#8490A2
       Indianapolis, Indiana 46204
       Tel: (317) 383-2336
       Fax: (317) 383-2093

    7. Ms. Marianne Von Feldt, Esq.
       In-House Counsel
       JL Audio
       10369 North Commerce Parkway
       Miramar, Florida 33025-3921
       Tel: (954) 443-1100 ext. 2121
       Fax: (954) 443-1117

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Indianapolis, Indiana, Superb Sound, Inc.
-- http://www.ovation-av.com/-- is an audio, video and mobile
electronics specialist.  The company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. S.D. Ind. Case No. 05-29137).
William J. Tucker, Esq., at William J. Tucker & Associates, LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$9,416,642 in assets and $14,546,796 in debts.


SUPERB SOUND: Wants Richey Mills as Financial Consultant
--------------------------------------------------------
Superb Sound, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Indiana for authority to employ Richey, Mills
& Associates, LLP, as its financial advisor.

Richey Mills will:

    (1) advise, counsel and assist the Debtor in preparing,
        modifying and implementing a business and financial
        turnaround plan;

    (2) advise the Debtor on bankruptcy accounting;

    (3) assist the Debtor with reporting to the Court, creditors
        and to the Office of the U.S. Trustee on operations and
        financing matters;

    (4) assist the Debtor and Debtor's counsel in monitoring,
        investigating and assessing financial and operating
        information and other matters relative to the formulation
        and negotiation of a plan of reorganization and
        recapitalization or in the event the Debtor cannot
        reorganize, a plan providing for sale or liquidation;

    (5) assist the Debtor with preparation and presentation of its
        financial forecasts and business plan and assist the
        Debtor and Debtor's counsel in the negotiation of a plan
        of reorganization and disclosure statement;

    (6) assist the Debtor, as may be necessary or appropriate, in
        the process of securing new or replacement financing or
        capital; and

    (7) provide the Debtor and Debtor's counsel such other
        assistance and services as the Debtor, creditors, or the
        court may request and that are appropriate and necessary
        depending on the specific facts, issues and circumstances
        during the course of the bankruptcy proceedings.

The Debtor discloses that the Firm's professionals bill between
$100 and $295 per hour.

Stan Mills, Partner at Richey Mills, assures the Court that the
Firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Indianapolis, Indiana, Superb Sound, Inc. --
http://www.ovation-av.com/-- is an audio, video and mobile
electronics specialist.  The company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. S.D. Ind. Case No. 05-29137).
William J. Tucker, Esq., at William J. Tucker & Associates, LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$9,416,642 in assets and $14,546,796 in debts.


TATER TIME: Files Plan of Reorganization in Washington
------------------------------------------------------
Tater Time Potato Company, LLC, unveiled its Plan of
Reorganization and Disclosure Statement to the U.S. Bankruptcy
Court for the Eastern District of Washington.

The Plan provides that the Debtor will continue to operate as a
potato processing warehouse upon emergence from bankruptcy.

Under the terms of the Plan, these claims are paid in full:

     -- administrative claims;
     -- secured claim of Grant County, State of Washington;
     -- Internal Revenue Service, Dept. of Labor & Industries,
        Employment Security Dep't;

These claims are disputed and will be litigated:

     Claimant                         Claim Amount
     --------                         ------------
     Mutual Life Insurance
       Company of New York             $3,330,477
     Washington Mutual Savings Bank    $2,341,380
     Fin-Ag, Inc.                      $2,050,628
     Cenex Harvest States, Inc.        $2,703,982
     Banner Bank                         $126,248

Mutual Life's claim if allowed, will be paid a $275,000 yearly
payment beginning Nov. 1, 2006.  The entire balance of the claim
is due and owing on August 1, 2013.

General unsecured creditors, owed $90,072, will be paid as
additional funds become available to the estate after the
Effective Date.

                        Plan Funding

The Debtor engaged Jeffers, Danielson, Sonn & Aylward, P.S. to
liquidate its $10 million claim against Cenex Harvest States, CHS,
Inc., and Fin-Ag, Inc.  The proceeds of the action will be used to
offset Cenex, CHS and Fin-Ag's claims against the Debtor.
Remaining funds, if any, will be used to pay administrative
expenses.

The Debtor anticipates generating a $5,000 monthly income from
February through December 2006.  These funds will be disbursed
pro-rata to the creditor classes in accordance their priorities.
Additional payments will be made to any remaining unpaid classes
in January 2007.

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

    http://www.researcharchives.com/bin/download?id=051123024727

Headquartered in Warden, Washington, Tater Time Potato Company,
LLC, packs and ships potatoes.  The Company and its debtor-
affiliates filed for chapter 11 protection on January 24, 2005
(Bankr. E.D. Wash. Case No. 05-00509).  Dan O'Rourke, Esq., at
Southwell & O'Rourke, P.S., represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it reported total assets of $11,312,000 and total
debts of $7,639,184.


TEXAS STATE: S&P Junks Rating on $68.3 Million Revenue Bonds
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Texas State Affordable Housing Corp.'s $68.3 million
multifamily mortgage revenue bonds (NHT/GTEX Apartment Portfolio)
series 2001A to 'CCC' from 'B'.  The outlook is negative.

The downgrade reflects a draw on the series 2001A debt service
reserve fund to pay the Oct. 1, 2005, debt service payment and
debt service coverage of 0.78x maximum annual debt service
coverage on the series 2001A bonds.

The corporation's series 2001A senior bonds are credit enhanced by
MBIA bond insurance, and continue to be rated 'AAA' based on the
insurance.  The downgrade only affects the series 2001A underlying
rating.  The trustee for this issue has informed Standard & Poor's
that approximately $515,000 was drawn from the series 2001A debt
service reserve fund, to make the Oct. 1, 2005, debt service
payment.  The remaining balance in the DSRF is $4.37 million.

Debt service coverage continues to be below 1x MADS, and has
declined in fiscal 2005 from 2004.  Debt service coverage declined
to 0.78x MADS, based on the June 30, 2005, audited financial
statements to 0.96x, based on June 30, 2004, financial statements.

The NHT/GTEX portfolio contains a total of 1,764 units, in seven
cross-collateralized properties.  Four properties are in the
Houston metropolitan statistical area representing a total of
1,232 units, which represents approximately 70% of the total units
in the pool.  There are three units in the Dallas metropolitan
statistical area representing 532 units.


TITAN CRUISE: Obtains More Operating Funds from First American
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Titan Cruise Lines and its debtor-affiliates to obtain
an additional $400,000 postpetition loan, for a total of
$1,550,000, from First American Bank.  The additional fund will be
used to pay insurance, security and employee wages.  An additional
temporary emergency advance of $100,000 is also authorized for
maintenance and cure of seaman Petrus Supriyantoro.  The money
will be reimbursed from the Debtor's insurance.

On September 15, the Court entered an order allowing the Debtors
to obtain up to $850,000 of DIP financing from First American.
Since the entry of the DIP Financing Order, the Debtors have
experienced an unanticipated loss of days in operation as a result
of extreme weather conditions and because of that, they have not
met budgeted revenue goals necessary to become self-sustaining in
the near term.

Headquartered in Saint Petersburg, Florida, Titan Cruise Lines and
its subsidiary owns and operates an offshore casino gaming
operation.  The Company and its subsidiary filed for chapter 11
protection on August 1, 2005 (Bankr. M.D. Fla. Case Nos. 05-15154
and 05-15188).  Gregory M. McCoskey, Esq., at Glenn Rasmussen &
Fogarty, P.A., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


TRUMAN CAPITAL: Moody's Lowers Class B Certificates' Rating to B2
-----------------------------------------------------------------
Moody's Investors Service downgraded three tranches issued by
Truman Capital Mortgage Loan Trust Series 2002-1 and one tranche
issued by Truman Capital Mortgage Loan Trust Series 2002-2.  Class
M-2 of the 2002-1 transaction also stays on review for possible
further downgrade.  Class M-1 and Class M-2 of the 2002-2
transaction are placed under review for possible downgrade.  The
underlying collateral is comprised of subprime and re-performing
residential mortgage loans.

The certificates are being downgraded based upon high loss
severities upon liquidation as well as low and deteriorating
levels of credit enhancement.

Complete rating actions are:

  Issuer: Truman Capital Mortgage Loan Trust Series 2002-1

     * Class M-1; Downgraded to A2; previously Aa2

     * Class M-2; Downgraded to Baa3 under review for possible
       further downgrade; previously A2

     * Class B; Downgraded to B2; previously Baa2

  Issuer: Truman Capital Mortgage Loan Trust Series 2002-2

     * Class M-1; Currently Aa2, under review for possible
       downgrade

     * Class M-2; Currently A2, under review for possible
       downgrade

     * Class B; Downgraded to Ba3; previously Baa2


TRUMP ENTERTAINMENT: Appoints Dale Black as Chief Fin'l Officer
---------------------------------------------------------------
Trump Entertainment Resorts, Inc. (NASDAQ NMS: TRMP) reported the
appointment of Dale Black to the position of Executive Vice
President and Chief Financial Officer, effective Nov. 17, 2005.
James B. Perry, the Company's President and Chief Executive
Officer, commented, "We are pleased to have an executive with
Dale's excellent communication skills and financial acumen join
the Trump Entertainment Resorts senior management team."

Mr. Black comes to Trump after 12 years at Argosy Gaming Company,
serving most recently as Senior Vice President and Chief Financial
Officer, a position he held since April 1998.  A graduate of
Southern Illinois University, Mr. Black began his career with
Arthur Andersen, and remained with them until 1991.  He served as
Corporate Controller for a national manufacturing company from
July 1991 until April 1993, when he joined Argosy as Vice
President and Corporate Controller.  Mr. Perry further commented
on Black's appointment, "Dale was instrumental in the financial
restructuring of Argosy over several years, building a balance
sheet recognized as one of the strongest in the gaming industry,
and providing the company with the financial flexibility to take
advantage of growth opportunities as they became available.  He
has an excellent relationship with the banking and investment
communities, who recognize his ability to develop and implement
financial strategies that have resulted in increased free cash
flow, and created significant value for shareholders."

Frank McCarthy will continue with the Company as its Executive
Vice President and Corporate Controller, effective Nov. 17, 2005.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service revised the outlook of Majestic Star
Casino, L.L.C. to developing following the announcement that it
will acquire Trump Entertainment Resorts Holdings, L.P.'s Gary,
Indiana riverboat casino for $253 million in cash, or about 8
times the casino property's latest twelve month EBITDA.
Concurrently, the ratings for both Majestic Star and Trump were
affirmed; Trump's rating outlook is stable.  The acquisition is
expected to close by the end of 2005 and is subject to customary
approvals and consents.

These Trump ratings have been affirmed:

     -- $200 million senior secured revolver due 2010 -- B2;

     -- $150 million senior secured term loan due 2012 -- B2;

     -- $150 million senior secured delayed draw term loan due
        2012 -- B2;

     -- $1.25 billion second lien senior secured notes due 2015 --
        Caa1;

     -- Speculative grade liquidity rating -- SGL-3; and

     -- Corporate family rating -- B3.


TRUMP HOTELS: Bickering Erupts in Connection With Power Plant Pact
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Nov. 1,
2005, the Reorganized Trump Hotels & Casino Resorts, Inc., nka
Trump Entertainment Resorts, Inc., asked the U.S. Bankruptcy Court
for the District of New Jersey to clarify that the Power Plant
Stipulation, the Second Amended Plan and the Confirmation Order
intended for the parties to litigate and present all of their
claims and counterclaims in the Florida Litigation.  The
Reorganized Debtors also asked the New Jersey Bankruptcy Court to
clarify that the Power Plant Stipulation, the Second Amended Plan
and the Confirmation Order do not provide a release in favor of
the Power Plant Group or Richard T. Fields.

The Power Plant Group contends that the issue in controversy --
whether Mr. Fields has been released of claims under the terms of
the parties' settlement agreement -- cannot possibly affect the
consummation of the Debtors' confirmed Chapter 11 Plan.
Moreover, whatever claims Trump Hotels & Casino Resorts
Development, LLC, may have against Mr. Fields, it cannot be
material to the reorganization, as the Debtors never listed the
suit in their sworn schedules and never informed creditors or
equity holders to expect any recovery from the suit.

Domenic E. Pacitti, Esq., at Saul Ewing LLP, in Princeton, New
Jersey, asserts that the New Jersey Bankruptcy Court lacks subject
matter jurisdiction over the Florida Suit.  The Florida Suit, Mr.
Pacitti avers, involves one of the Reorganized Debtors and
concerns claims that are no longer part of the bankruptcy estate,
have no effect on the estate, and do not affect the Debtors'
ability to implement the Plan.

Mr. Pacitti insists that the New Jersey Bankruptcy Court should
abstain from adjudicating the merits of Mr. Field's release
defense, pursuant to Section 1334(c)(1) of the Judiciary Code and
the parties' agreement that "any future litigation between them"
would proceed in the Florida Court and not in the New Jersey
Bankruptcy Court.

Moreover, Mr. Pacitti points out that the Debtors agreed in the
Power Plant Group Stipulation that any future litigation between
the parties would occur in courts other than in New Jersey.  The
Reorganized Debtors' request violates the parties' agreement.

The Power Plant Group maintains that the Reorganized Debtors'
request should be denied, as the March 30 Plan and the Power
Plant Group Stipulation, read together, unambiguously provide for
the release of Trump Development's claims against Mr. Fields.

The Court therefore should abstain from hearing the matter, Mr.
Pacitti says.

If the New Jersey Bankruptcy Court decides to consider the merits
of the Fields Release Defense, then it should find that the March
30 Plan, the Stipulation and the Confirmation Order, taken
together, are susceptible to only one meaning with respect to the
issue before the New Jersey Bankruptcy Court, Mr. Pacitti says.

                         Debtors Talk Back

The Reorganized Debtors contend that the Power Plant Group's
opposition reflects an attempt to obfuscate the record and end-
run the plain language of the disclosure statement, the Power
Plant Stipulation and the Second Amended Plan.

Charles A. Stanziale, Jr., Esq., at McElroy, Deutsch, Mulvaney &
Carpenter, LLP, in Newark, New Jersey, argues that there is no
question that the New Jersey Bankruptcy Court has appropriate
jurisdiction to grant the Reorganized Debtors' request.  The
Amended Plan expressly provided that the Bankruptcy Court retain
jurisdiction to interpret its own orders, the Plan and related
documents.

The Power Plant Group had contended that the New Jersey Bankruptcy
Court should not exercise jurisdiction because the Debtors did not
disclose the existence of the Florida Litigation.  Mr. Stanziale
argues that the contention is at odds with the facts.  Mr.
Stanziale explains that the existence of the Florida Lawsuit was
set forth in the publicly circulated Amended Disclosure Statement.
Therefore, the Florida Litigation was identified as a claim and
asset of one of the Debtors.

Mr. Stanziale maintains that the language in the Power Plant
Group Stipulation did not grant or infer a release to Mr. Fields
or the Power Plant Group and instead allowed the parties to
proceed with the Florida Litigation and other litigation between
them in the Florida state court.  Mr. Stanziale points out that
"Florida Litigation" was clearly defined as the pending
litigation relating to the complaint filed by Trump Development
against Mr. Fields and the other members of the Power Plant
Group.  Therefore, the Power Plant Group's argument that the
Stipulation somehow grants a release to any party is flawed.

Accordingly, the Reorganized Debtors ask the New Jersey Bankruptcy
Court to enter an order clarifying that the PPG Stipulation, the
Amended Plan and the Confirmation Order do not provide a release
in favor of the Power Plant Group and Mr. Fields, individually or
jointly.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


TRUMP HOTELS: Court Lifts Stay for Schlossers to File Late Claim
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Aug.
19, 2005, Clifford Schlosser and Louisa Schlosser asked the U.S.
Bankruptcy Court for the District of New Jersey for permission to
file a late proof of claim relating to Mr. Schlosser's accident.
The Schlossers also asked the Court to lift the automatic stay so
they can pursue their claims in the Civil Action.

Judge Wizmur granted their request.

Michael P. Hobbie, Esq., at Hobbie, Corrigan, Bertucio & Tashjy
PC, in Eatontown, New Jersey, related that in September 2004,
Clifford Schlosser was an invitee of Casbah Nightclub at Trump
Taj Mahal, in Atlantic City, New Jersey.  Casbah Nightclub was
owned by Trump Taj Mahal Casino Resort.

While Mr. Schlosser was on the premises, he allegedly slipped and
fell on the dance floor which was covered with alcoholic liquids,
bottles of beer as well as broken glass that were negligently,
recklessly and carelessly maintained in the Nightclub.

Casbah Nightclub had a duty to inspect, supervise and maintain
the premises, including the dance floor, in a reasonably safe
condition, to prevent an unreasonable risk of injury to those on
the premises, Mr. Hobbie asserts.

As a result of the Nightclub's negligence, Mr. Schlosser
sustained severe and permanent physical injury, psychological and
emotional trauma, grief and torment, and will be prevented from
engaging in his usual pursuits and occupations, Mr. Hobbie tells
the Court.  Accordingly, Mr. Schlosser, with wife Louisa
Schlosser, filed a civil action in the Superior Court of New
Jersey, in Union County, Law Division.

The Schlossers demand a judgment against the Nightclub for
damages, together with interest and cost, and a trial by jury on
all issues in the action.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


TRUMP HOTELS: Hiding Behind UPC Rule 11140, Former Shareowners Say
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
July 18, 2005, 19 former owners of shares in Trump Hotels & Casino
Resorts, Inc.'s common stock asked the U.S. Bankruptcy Court for
the District of New Jersey to compel Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc., and its
debtor-affiliate to comply with the terms of the Second Amended
Plan of Reorganization and the Confirmation Order.

Michael J. Viscount, Jr., Esq., at Fox Rothschild LLP, in
Atlantic City, New Jersey, relates that these parties were record
owners of the THCR common stock as of March 28, 2005.

Under the Plan, the warrants, the cash and the proceeds from the
sale of the World's Fair Site are to be distributed to the owners
of the Old Equity Shares as of March 28, 2005, the Record Date,
Mr. Viscount notes.

                Uniform Practice Code Rule 11140

The Debtors have previously asserted that the Former Shareowners'
claims are meritless because of the process of distribution in
relation to the Uniform Practice Code rules of the National
Association of Securities Dealers, Inc.

Mr. Viscount refutes the Debtors' assertion and points out
that they could have chosen another distribution method other
than the one that resulted in the issue that faces the Court.  A
correspondence between the Debtors' counsel and Carla
Proto of NASDAQ indicated that the Debtors' choice to use that
kind of distribution process was knowingly and voluntarily made.
The correspondence also shows a very friendly relationship
between the Debtors' counsel and Ms. Proto, Mr. Viscount
observes.

Mr. Viscount notes that the Debtors, in their May 11 Motion, did
not inform the Court that NASD UPC Rule 11140 was going to be
applied despite the fact that they had been in contact with
NASDAQ for over a month, if not longer, and undoubtedly knew the
impact of UPC Rule 11140 on the distribution terms of the Plan.

The Debtors' failure to specifically inform the Court of the
application of Rule 11140, was, in the judgment of the Former
Shareowners, a misrepresentation by omission and a fraud upon the
Court and upon the stakeholders with an interest in the Old
Equity, Mr. Viscount says.

Mr. Viscount further observes that the Debtors also did not
inform the stakeholders or the investing public about the
application of UPC Rule 11140.  Nor did NASDAQ.  Mr. Viscount
remarks that the two notices issued by NASDAQ were after the fact
notices to market professionals and not the beneficial owners of
the Old Equity or the general investing public at large.

In any event, Mr. Viscount asserts that the result of the
Debtors' action has led to the predicament that they find
themselves in now, having to deal with issues and the prospect of
having to pay twice on account of Class 11 claims under the Plan.

The Debtors, while not wanting to comply, have been unwilling to
directly challenge the Court over its authority.  Instead, the
Debtors have been hiding behind a pretext, to the effect that,
'NASDAQ and UPC Rule 11140 made me do it,' Mr. Viscount avers.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


TRUST ADVISORS: Section 341 Meeting Continued to Dec. 12
--------------------------------------------------------
The U.S. Trustee for Region 2 will continue the meeting of Trust
Advisors Stable Value Plus Fund's creditors at 9:00 a.m., on
Dec. 12, 2005, at the Bankruptcy Meeting Room located at One
Century Tower, 265 Church Street, Suite 1104 in New Haven,
Connecticut.

The first meeting of creditors for the Debtor's chapter 11
proceedings, which is required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases, was held on Nov. 7.

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 Darien, Connecticut, Trust Advisors Stable Value
Plus Fund filed for chapter 11 protection on Sept. 30, 2005
(Bankr. D. Conn. Case No. 05-51353).  Scott D. Rosen, Esq., at
Cohn Birnbaum & Shea P.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.


UNITED FLEET: Court Authorizes Fuqua & Keim as Bankr. Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
allowed United Fleet Maintenance, Inc., to retain Fuqua & Keim,
LLP, as its general bankruptcy counsel.

As reported in the Troubled Company Reporter on August 4, 2005,
Fuqua & Keim will:

   1) provide the Debtor legal advice with respect to its powers
      and duties as a debtor-in-possession in the continued
      operation of its business and management of its property;

   2) prepare on behalf of the Debtor all necessary applications,
      answers, orders, reports, pleadings and other legal papers
      necessary in its chapter 11 case;

   3) negotiate and submit a potential plan of arrangement
      satisfactory to the Debtor, its estate, and its creditors;
      and

   4) perform all other legal services to the Debtor that are
      necessary in its bankruptcy proceedings.

Richard L. Fuqua, Esq., a Member of Fuqua & Keim, is the lead
attorney for the Debtor.  Mr. Fuqua charges $400 per hour for his
services.

Fuqua & Keim's professionals bill:

    Designation                    Hourly Rate
    -----------                    -----------
    Partners & Shareholders           $300
    Associates                     $125 - $175
    Law Clerks & Legal Assistants   $60 - $75

Fuqua & Keim has assured the Bankruptcy Court that it does not
represent any interest materially adverse to the Debtor or its
estate.

Headquartered in Houston, Texas, United Fleet Maintenance, Inc.,
filed for chapter 11 protection on July 22, 2005 (Bankr. S.D. Tex.
Case No. 05-41222).  When the Debtor filed for protection from its
creditors, it listed estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.


VARIG S.A.: Brazilian Court Appoints Deloitte as Administrator
--------------------------------------------------------------
Judge Luiz Roberto Ayoub of the 8th District Bankruptcy Court of
Rio de Janeiro, in Brazil, appointed Deloitte Touche Tohmatsu as
judicial administrator of VARIG S.A., Bloomberg News reports,
citing Valor Economico newspaper.  Deloitte will manage VARIG's
reorganization process on the Court's behalf, Valor Economico
said.

The Brazilian Court tapped Deloitte to evaluate Varig Logistica
S.A., and Varig Manutencao e Engenharia, which were put for sale
for $62,000,000, according to Bloomberg writer Romina Nicaretta.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VISIPHOR CORP: Completes $3.2 Mil. Sunaptic Solutions Purchase
--------------------------------------------------------------
Visiphor Corporation, fka Imagis Technologies Inc. (OTCBB: VISRF;
TSXV: VIS; DE: IGYA) completed its acquisition of Sunaptic
Solutions Incorporated, a privately held, Vancouver-based company
specializing in providing integration solutions using Microsoft
technologies such as .NET and BizTalk Server for the health care
and financial services marketplaces.

Visiphor acquired 100% of the outstanding shares of Sunaptic for
$3,200,000, consisting of $2,720,000 in cash and 1,066,666 common
shares of Visiphor at a deemed price of $0.45 per share.  The
shares will be held in escrow, with 50% to be released on the 12th
and 18th month anniversary dates of the closing of the
acquisition, respectively.

"We are very excited about the completion of this transaction.
The benefits of the Visiphor-Sunaptic combination have been
increasingly clear to both companies during the closing period"
said Visiphor President and CEO Roy Trivett.  "This expands the
scope of our solution expertise to include all aspects of business
process integration.  The new domain expertise in health care and
financial services will fuel accelerated expansion of our customer
base in these areas."

Mike Hilton the President of Sunaptic added "Combining with
Visiphor gives us the critical mass needed for rapid growth as a
leading provider of business integration solutions.  This will
allow us to immediately expand the profitable business that
Sunaptic has established in the health care and financial services
arenas."

Visiphor's Chairman, Oliver "Buck" Revell stated, "Mike and his
team are a valuable addition to Visiphor.  The company is now
optimally positioned to expand its business base to large
enterprise and government clients in both the US and Canada."

The cash portion of the consideration for the acquisition was
funded by interim loan financing that Visiphor will repay in full
through partial proceeds of its brokered private placement, which
is anticipated to close on or about Nov. 25, 2005.  The original
terms of the brokered private placement were amended as set out in
Visiphor's news release dated November 18, 2005.

                    About Visiphor

Based in Vancouver, British Columbia, Visiphor Corporation --
http://www.imagistechnologies.com/-- specializes in developing
and marketing software products that enable integrated access to
applications and databases.  The company also develops solutions
that automate law enforcement procedures and evidence handling.
These solutions often incorporate Visiphor's proprietary facial
recognition algorithms and tools.  Using industry standard "Web
Services", Visiphor delivers a secure and economical approach to
true, real-time application interoperability.  The corresponding
product suite is referred to as the Briyante Integration
Environment.

                         *     *     *

KPMG LLP, the Company's independent registered public accounting
firm, in its audit report on the Company's December 31, 2004
financial statements, said that the financial statements are
affected by conditions and events that cast substantial doubt on
the Company's ability to continue as a going concern.

At Sept. 30, 2005, the Company had incurred a loss from operations
of $4,667,276 and a deficiency in operating cash flow of
$2,871,917.  In addition, the Company has incurred significant
operating losses and net utilization of cash in operations in all
prior periods.  At Sept. 30, 2005, the Company has a working
capital deficiency of $667,480.


VISIPHOR CORP: Posts CDN$1.6MM Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Visiphor Corporation delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 10, 2005.

Overall, Visiphor incurred a net loss of CDN$1,650,794 for the
three-month period ended Sept. 30, 2005, which is 23% higher than
the net loss incurred during the three-month period ended Sept.
30, 2004 of CDN$1,346,203.  The Company incurred a net loss for
the nine-month period ended Sept. 30, 2005 of CDN$4,667,276, which
is 12% higher than the CDN$4,187,757 net loss incurred during the
period ended Sept. 30, 2004.

Visiphor's total revenues increased 881% to CDN$1,008,581 for the
three-month period ended Sept. 30, 2005 compared to CDN$102,814
during the same period of the prior year.  The year to date
revenues increased 219% to CDN$2,253,829 over the prior year level
of CDN$705,954.

Revenues from the Company's software products rose 1859% to
CDN$547,494 for the current three-month period as compared to
CDN$27,946 for 2004.  Software sales revenues increased by 252% to
CDN$1,512,578 for the year over the prior year's level of
CDN$429,886.  This growth was seen in the Company's core product
lines of BIE and law enforcement.

Support and services revenues were 516% greater at CDN$459,799 for
the three-month period ended September 30, 2005 than in 2004 of
CDN$74,603.  Support and services revenues for the year to date
increased 174% to CDN$737,568 over the prior year level of
CDN$269,611.  The support and services revenues increased as a
result of additional sales of software providing increased levels
of customization, installation, and support contracts.

Visiphor's balance sheet showed CDN$3,296,535 of assets at Sept.
30, 2005 and liabilities totaling CDN$2,015,714.

At Sept. 30, 2005, the Company had incurred a loss from operations
of CDN$4,667,276 and a deficiency in operating cash flow of
CDN$2,871,917.  In addition, the Company has incurred significant
operating losses and net utilization of cash in operations in all
prior periods.  At Sept. 30, 2005, the Company has a working
capital deficiency of CDN$667,480.

The Company's aggregated cash on hand at the beginning of the
three-month period ended September 30, 2005 was CDN$717,043.
During the period, the Company received additional net funds of
CDN$563,750 from the exercise of warrants and CDN$2,267 from the
exercise of options.

The Company used these funds primarily to finance its operating
loss for the period.  The impact on cash of the loss of
CDN$1,650,794, after adjustment for non-cash items and changes to
other working capital accounts in the period, resulted in a
negative cash flow from operations of CDN$1,083,695.

The Company also repaid capital leases of CDN$24,820 and purchased
capital assets of CDN$29,943.  Overall, the Company's cash
position decreased by CDN$625,666 to CDN$91,377 at September 30,
2005.

                     Going Concern Doubt

KPMG LLP expressed substantial doubt about Visiphor's ability to
continue as a going concern after it audited the Company's
financial statements for the years ended Dec. 31, 2004 and 2003.
The auditing firm pointed to the Company's recurring losses from
operations, deficiency in operating cash flow and deficiency in
working capital.

                       About Visiphor

Based in Vancouver, British Columbia, Visiphor Corporation --
http://www.imagistechnologies.com/-- specializes in developing
and marketing software products that enable integrated access to
applications and databases.  The company also develops solutions
that automate law enforcement procedures and evidence handling.
These solutions often incorporate Visiphor's proprietary facial
recognition algorithms and tools.  Using industry standard "Web
Services", Visiphor delivers a secure and economical approach to
true, real-time application interoperability.  The corresponding
product suite is referred to as the Briyante Integration
Environment.


WELLSFORD REAL: Closes $176-Mil Sale of Rental Assets to TIAA-CREF
-----------------------------------------------------------------
Wellsford Real Properties, Inc. (AMEX: WRP) completed the sale of
the three operating residential rental phases of its Palomino Park
project for $176 million (before costs and expenses) to TIAA-CREF,
a national financial services organization.  Palomino Park is a
five phase, 1,707 unit multifamily residential development in
Highlands Ranch, a southern suburb of Denver, Colorado.  The five
phases include:

    (i) the three operating residential rental phases comprising
        1,184 units with a total of 1.3 million square feet (Blue
        Ridge, Red Canyon and Green River), which were sold,

   (ii) the 264 unit Silver Mesa phase which was previously
        converted into condominiums and sold, and

  (iii) the 259 unit Gold Peak phase which is being retained by
        WRP and is currently under construction as condominiums.

The Company expects to report a financial statement net gain of
approximately $51 million on the transaction after costs and
expenses, minority interest share and state income taxes.  WRP
does not expect significant Federal income taxes as a result of
existing tax losses available to WRP.

As a result of the completion of the sale, WRP's Board of
Directors declared an initial liquidating distribution of $14 per
share payable December 14, 2005 to stockholders of record on
December 2, 2005.

Wellsford Real Properties, Inc.'s principal assets now consist of
condominium and single family home projects in Denver, Colorado,
East Lyme, Connecticut and Claverack, New York and an approximate
22% interest in Reis, Inc., a real estate information and data
company.

Wellsford Real Properties, Inc. is a real estate merchant banking
firm headquartered in New York City which acquires, develops,
finances and operates real properties, constructs for-sale single
family home and condominium developments and organizes and invests
in private and public real estate companies.


WINDOW ROCK: Files for Chapter 11 Reorganization in California
--------------------------------------------------------------
Window Rock Enterprises, Inc., filed a chapter 11 petition in the
U.S. Bankruptcy Court for the Central District of California on
Wednesday, Nov. 23, and will submit a Plan of Reorganization to
restructure its debts to its creditors.  Window Rock filed its
reorganization as it continues to negotiate a settlement with the
Federal Trade Commission regarding its pre-October 2004
advertising.

"Window Rock will file with a Plan of Reorganization to effect an
expedited emergence from Chapter 11 within 90 to 120 days,"
according to Window Rock's new Chief Executive Officer Adam
Michelin, an experienced reorganization specialist, who will run
Window Rock during the reorganization proceeding and will be
responsible for overseeing the implementation of its
reorganization plan.

"Chapter 11 provides to Window Rock a vehicle for resolving its
past problems with the FTC," stated Mr. Michelin.  "Window Rock
has worked hard to resolve the FTC's concerns.  We believe that we
have made this difficult but necessary decision to help ensure
that Window Rock will have the financial strength to grow and
prosper."

Mr. Michelin added, "Window Rock has a solid management team,
strong sales, great products, and loyal customers.  Window Rock
already has funding in place to continue its normal business
operations during the reorganization, with absolutely no
disruption to marketing, product development, and manufacturing.
We will continue our plans to launch innovative new products in
early 2006 and continue to build our highly valued retailer
relationships."

The company is party to a civil action brought by the FTC in
September 2004 (Distr. C.D. Calif. CV04-8190) against the
marketers of CortiSlim and CortiStress.  The FTC alleged that
advertising claims about the products' ability to cause rapid,
substantial and permanent weight loss in all users were false or
unsubstantiated.  The FTC also accused the defendants that the
infomercials were deceptively formatted to appear as talk shows
rather than advertisements.

Headquartered in Brea, California, Window Rock Enterprises, Inc.,
-- http://www.windowrock.net/-- manufactures and sells all-
natural dietary and nutritional supplements.  The company filed
for chapter 11 protection on Nov. 23, 2005 (Bankr. C.D. Calif.
Case No. 05-50048).  Robert E. Opera, Esq., at Winthrop Couchot,
PC, represents the Debtor in its restructuring efforts. When the
Debtor filed for protection from its creditors, it estimated
assets between $10 million and $50 million and debts of more than
$100 million.


WINDOW ROCK: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Window Rock Enterprises Inc.
        dba WR Health & Coral Essentials
        dba Window Rock Health
        dba Window Rock Inc
        dba Window Rock Health Laboratories
        dba Window Rock Enterprises
        dba CortiSlim
        dba Coral Essentials
        dba Window Rock Marketing
        dba Window Rock Laboratories
        601 Valencia Avenue, Suite 150
        Brea, California 92723

Bankruptcy Case No.: 05-50048

Type of Business: The Debtor manufactures and sells all-natural
                  dietary and nutritional supplements.  The Debtor
                  is also producing its own TV, radio and print
                  advertising campaigns for nutritional and
                  dietary supplements.  The Debtor now has
                  distribution in over 40,000 Food Drug Mass Clubs
                  as well as Health and Fitness Channels.
                  See http://windowrock.net/

Chapter 11 Petition Date: November 23, 2005

Court: Central District of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Robert E. Opera, Esq.
                  Winthrop Couchot, PC
                  660 Newport Center Drive, 4th Floor
                  Newport Beach, California 92660
                  Tel: (949) 720-4100
                  Fax: (949) 720-4111

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  More than $100 Million

Debtor's 21 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wal-Mart Stores                  Trade Debt          $1,099,231
702 Southwest 8th Street
Bentonville, AR 72716
Attn: Thomas Schoewe
Chief Financial Officer
Tel: (479) 273-4000
Fax: (479) 277-1830

General Nutrition Corporation    Trade Debt            $568,616
300 Sixth Avenue
Pittsburgh, PA 15222
Attn: Lisa Davis
Chief Financial Officer
Tel: (412) 288-4600
Fax: (412) 288-2099

Arthur J. Gallagher              Insurance             $500,000
505 North Brand Boulevard
Suite 600
Glendale, CA 91203

Nutritional Laboratories         Trade Debt            $366,459
International
1001 South 3rd West
Missoula, MT 59801
Attn: Mark Richter
Chief Financial Officer
Tel: (406) 273-5493
Fax: (406) 273-5498

Shawn M. Talbot                  Royalties             $156,943

Imagiinutritian                  Contract               $60,000

Vitamin Shoppe                   Trade Debt             $42,388

GLH                              Contract               $40,000

Yahoo Search Marketing           Trade Debt             $38,419

Interactive Intelligence         Contract               $25,195

Drugstore.com, Inc.              Trade Debt             $24,534

Fred Meijer                      Trade Debt             $18,986

Fashion Furniture Rental         Contract               $14,633

Wild West Media                  Contract               $14,325

Retail Business Solutions, Inc.  Trade Debt             $13,217

NBTY                             Trade Debt             $12,000

NNFA                             Trade Debt             $11,000

Stawivi, Inc.                    Contract               $10,544

Wakefern General Merchandise     Trade Debt              $9,466

Pacific Eagle International      Contract                $9,300
Security, Inc.

TABS Group, Inc.                 Contract                $7,000


WINN-DIXIE: Auction for Three Georgia Property Is on November 28
----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to sell three tracts of land in Dallas, Georgia, together with all
related appurtenances, rights, easements, rights-of-way, tenements
and hereditaments to WD Georgia, LLC, or to a party submitting a
higher or better offer, free and clear of liens, claims and
interests and exempt from stamp, transfer, recording or similar
tax.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, explains that the Dallas, Georgia
Outparcels are adjacent to a store marked for closure or sale by
the Debtors, in a market that they have exited.  The Debtors no
longer need the Outparcels.

According to Ms. Jackson, the Debtors have marketed the Dallas
Outparcels extensively through DJM Asset Management, Inc., which
sent over 10,000 sale notices of sale to potential purchasers.
Through DJM's efforts, the Debtors received four offers.  After
reviewing all offers, they decided that WD Georgia's offer is the
highest and best offer for the Dallas Outparcels.

The Debtors and the Purchaser entered into a Real Estate Purchase
Agreement on Nov. 1, 2005.  The Purchaser will pay $925,000
for the Assets.  A $450,000 deposit has been paid, and the
Purchaser will deliver the rest on or before the Closing Date.

            Solicitation of Higher and Better Offers

Notwithstanding that the Assets have been sufficiently marketed,
the Debtors are soliciting higher and better bids to maximize the
value they can get for the Assets.

Any person or entity interested in submitting a higher and better
bid for the Assets must submit a bid to James Avallone at DJM, at
445 Broadhollow Road, Suite 417, in Melville, New York, with a
copy to the Debtors' counsel, by Nov. 28, 2005.

To qualify as a competing bid, the offer must net the Debtors'
estates at least $943,500 and be accompanied by a certified check
made out to Winn-Dixie Stores, Inc., equal to 10% of the
competing bid.  The required deposit must be sent to the Debtors'
counsel.  Bidders may submit bids for one or two tracts of land
at a price less than the Purchaser's offer.  The Debtors may
aggregate the bids to establish a competing bid if the aggregated
bid amounts would qualify as a competing bid as set forth above.

If the Debtors receive a higher or better offer for the Assets,
they will conduct an auction for the Assets.  The Auction will
take place at 10:00 a.m. (prevailing Eastern Time) at the offices
of Smith Hulsey & Busey, 225 Water Street, Suite 1800, in
Jacksonville, Florida, on Wednesday, Nov. 30, 2005.  The
Debtors will conduct the Auction in consultation with the
Official Committee of Unsecured Creditors and Wachovia Bank,
National Association, as Administrative Agent and Collateral
Agent for the DIP Lenders, Ms. Jackson relates.

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, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 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. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Equity Panel Wants AFCO Finance Agreement Voided
------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 15, 2005, 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.

                    Equity Committee Objects

The Official Committee of Equity Security Holders asks the Court
to deny the Debtors' request to enter into a new premium finance
agreement with AFCO.

David S. Jennis, Esq., at Jennis & Bowen, P.L., in Tampa,
Florida, contends that the Debtors failed to assert any factual
support for their contention that entry into the AFCO Finance
Agreement is supported by Section 364(c)(2) of the Bankruptcy
Code.  Nor have the Debtors, Mr. Jennis continues, raised
sufficient factual support for not drawing against the DIP
Financing Facility to satisfy the insurance premiums.

Notwithstanding the Court's approval of the DIP Financing
Facility, the Debtors, by the Second AFCO Motion, have decided to
further burden property of their estates with additional liens as
opposed to drawing on the DIP Financing Facility.  Mr. Jennis
notes that in support of this decision, the Debtors assert that
the financing offered under the Finance Agreement is more
favorable to their estates than would be a draw under their DIP
Facility.  Again, Mr. Jennis maintains, the Debtors have failed
to allege any factual support, by affidavit or otherwise, for
this assertion.

Mr. Jennis points out that the Premiums are precisely the type of
expenses necessary to operate the Debtors' businesses and
preserve and enhance the value of their assets, which they sought
approval of the DIP Financing Facility to pay.

According to Mr. Jennis, the Debtors, in their August Monthly
Operating Report, assert that $96,475,000 has been drawn against
the DIP Financing Facility.  Thus, Mr. Jennis notes, there is
sufficient availability under the DIP Financing Facility to
support a draw to satisfy payment of the Premiums.

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, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 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. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Equity Panel Wants Settling Insurers' Pact Denied
-------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 15, 2005, 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.

                     Equity Committee Objects

Pursuant to the Settlement and Release Agreement, the Debtors
want to accept a total payment of $81,000,000 from the Settling
Insurers with respect to losses resulting from the hurricanes in
2004.

Karol K. Denniston, Esq., at Paul, Hastings, Janofsky & Walker,
LLP, in Atlanta, Georgia, notes that the Debtors failed to assert
any factual detail, by affidavit or otherwise, as to the amount
of the total losses they sustained during the 2004 Hurricane
Season.  Thus, the Official Committee of Equity Security Holders
and other parties-in-interest have no way of determining the
percentage of recovery under the Settlement in comparison with
the Debtors' total losses.

"Absent detail as to the value of the losses sustained by the
Debtors during the 2004 Hurricane Season, the total amount of
claims asserted against the Settling Insurers, and why the
Settlement is appropriate under the circumstances, neither the
Equity Committee, nor any other party-in-interest will be able to
determine whether the Settlement, which is less than half of the
$200 million loss limit under the policies, is appropriate," Mr.
Denniston argues.

The Equity Committee asks the Court to deny the Debtors' request.

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, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 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. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000).


W.R. GRACE: Hiring Bear Stearns for Project Omega Buy-Out Plan
--------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates seek the authority of
the U.S. Bankruptcy Court for the District of Delaware to employ
Bear, Stearns & Co., Inc., as their financial advisors solely in
connection with their proposed acquisition of a specialty chemical
business -- Project Omega.

The Debtors inform Judge Fitzgerald that Bear Stearns has
extensive experience in providing financial advisory services in
connection with mergers and acquisitions, particularly in the
specialty chemical business.

Bear Stearns and W.R. Grace & Co.-Conn. have signed a retention
agreement that will govern the relationship between them with
respect to Project Omega.  Under the Retention Agreement, Bear
Stearns will:

   (a) undertake, in consultation with members of W.R. Grace &
       Co.'s management, a study and analysis of the business,
       operations, financial condition and prospects of the
       Target Business;

   (b) advise Grace with respect to the valuation of the proposed
       Transaction;

   (c) develop a strategy to effectuate the proposed Transaction;

   (d) assist in structuring and negotiating the proposed
       Transaction; and

   (e) meet with the Board of Directors to discuss the proposed
       Transaction and its financial implications.

If Grace consummates a Transaction within the duration of the
Retention Agreement, Grace will pay Bear Stearns a $1,250,000
transaction fee.

Moreover, under the Retention Agreement, if Grace acquires assets
of the Target Business that generated less than 50% of its pro
forma sales for the 12 months ended June 30, 2005, Grace and Bear
Stearns will negotiate in good faith to agree on a fee payable to
the firm.  The Debtors expect that they will acquire all or
substantially all of the assets of the Target Business.

The Retention Agreement may be terminated at any time by either
of the parties.  However, if Grace will terminate the Retention
Agreement, Bear Stearns will continue to be entitled to the full
amount of the Transaction Fee if the Transaction is consummated
before the end of a one-year period after the termination.

The Debtors will also reimburse the firm for all out-of-pocket
expenses reasonably incurred in connection with its performance
under the Retention Agreement.

The Debtors assure Judge Fitzgerald that the Transaction Services
will not duplicate the services that The Blackstone Group L.P.
are providing to the Debtors in their Chapter 11 cases since Bear
Stearns will carry out unique functions relating only to Project
Omega.

Michael Constantino, Bear Stearns' managing director, attests
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code and holds no interest
adverse to the Debtors and their estates.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 97; Bankruptcy Creditors' Service, Inc.,
215/945-7000)

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
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 C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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