TCR_Public/051201.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, December 1, 2005, Vol. 9, No. 285   

                          Headlines

5G WIRELESS: Equity Deficit Widens to $877,288 at Sept. 30
ABLE LABORATORIES: Court Okays $23.1-Mil Asset Sale to Sun Pharma
ALOHA AIRLINES: Bankruptcy Court Confirms Reorganization Plan
ALOHA AIRLINES: Reaches Tentative Agreement with Pilots' Union
ANCHOR GLASS: Rental Service Says No to $4-Million Vendor Payments

ANCHOR GLASS: Court Defers Decision on GGC's Lift Stay Request
ANCHOR GLASS: Court Approves Acclaris as Claims Agent
ANY MOUNTAIN: Disclosure Statement Hearing Set for December 9
APRIA HEALTHCARE: Streamlines Operations with Management Changes
ARMSTRONG WORLD: Gets Court Okay to Pay $1.38M Womble Carlyle Fee

ARGENT SECURITIES: S&P Lifts Rating on Class M-5 Certificates
B/E AEROSPACE: Offering 13 Million Shares via Public Placement
BALLY TOTAL: Retains J.P. Morgan to Explore Strategic Alternatives
BANC OF AMERICA: Fitch Rates $2.7 Mil. Class Certificates at Low-B
BANC OF AMERICA: Fitch Places Low-B Ratings on $2.1MM Class Certs.

BELIZE MORTGAGE: Moody's Downgrades Class B Bonds' Rating to Caa3
BOUNDLESS CORP: Confirmation Hearing Set for December 13
BRICE ROAD: Judge Preston Denies GE Credit's Motion to Lift Stay
C-BASS: S&P Affirms BB+ Rating on Class B-2 Certificates
CAPITAL AUTOMOTIVE: Moody's Rates Planned $500MM Notes at (P)Ba2

CATHOLIC CHURCH: Parties Balk at Spokane's Motion to Sell Property
CATHOLIC CHURCH: Spokane FCR Wants to Hire Daniel Brown as Expert
CELL WIRELESS: Releases Third Quarter 2005 Financial Results
CENTILLION INDUSTRIES: Lender Issues Default Notice to MPC Unit
CHL MORTGAGE: S&P Raises Low-B Ratings on Three Cert. Classes

CITIGROUP MORTGAGE: S&P Affirms BB+ Rating on Class M-7 Certs.
CLEARLY CANADIAN: Sept. 30 Equity Deficit Narrows to $196,000
COLLINS & AIKMAN: Union Won't Object To, But Doesn't Endorse, KERP
COLUMN CANADA: S&P Raises Low-B Ratings on Two Certificate Classes
COMM 2005-FL11: Fitch Rates $77.7 Mil. Class Certificates at Low-B

COMPASS MINERALS: S&P Rates Proposed $450MM Sr. Sec. Loan at BB-
CONSTELLATION BRANDS: Regulators Approve Vincor Acquisition
CONSTELLATION BRANDS: Ups Vincor Buy-Out Offer to C$33 Per Share
CONTECH CONSTRUCTION: Apax Offers $1 Billion for Majority Interest
CONTECH CONSTRUCTION: Apax Equity Buy Spurs S&P to Review Ratings

COUNTRYWIDE HOME: S&P Affirms Junk Rating on Class B-4 Certs.
CURON MEDICAL: Has Six Months to Regain Compliance, Nasdaq Says
CVF TECHNOLOGIES: Equity Deficit Widens to $2.1 Mil. at Sept. 30
CWMBS INC: Fitch Puts Low-B Ratings on $1.3 Million Class B Certs.
CWMBS INC: Fitch Places Low-B Ratings on $1.8 Mil. Class B Certs.

DELTA AIR: Retirees Want Townsend & Townsend as Special Counsel
DELTA MILLS: Posts $6.6-Mil Net Loss in Quarter Ended Oct. 1
DIRECTED ELECTRONICS: Financial Policy Cues S&P to Review Ratings
DIRECTVIEW INC: Sept. 30 Balance Sheet Upside-Down by $1.51 Mil.
DRESSER-RAND: Improved Performance Spurs S&P's Positive Outlook

EAGLEPICHER HOLDINGS: Wants Until June 5 to Decide on Leases
ERXSYS INC: Posts $2.8 Mil. Net Loss in Third Quarter 2005
FEDERAL-MOGUL: Can Perform Obligations Under U.K. Settlement Pact
FEDERAL-MOGUL: Can Top Deutsche Bank's $421 Mil. T&N Debt Offer
FORD MOTOR: Turnaround Concerns Prompt S&P to Review Ratings

FORTUNE OIL: Sept. 30 Balance Sheet Upside-Down by $11.7 Million
GRAY TELEVISION: Increases Senior Credit Facility to $600 Million
GREENPOINT MORTGAGE: Moody's Rates Class B-4 Sub. Certs. at Ba2
HARVEST ENERGY: Inks $4-Billion Merger Pact with Viking Energy
HARVEST ENERGY: Viking Energy Merger Prompts S&P to Review Ratings

HERTZ CORP: S&P Places Low-B Ratings on $6.05 Billion Senior Debts
HUDSON BAY: Weak Financial Metrics Spur S&P to Lower Debt Ratings
INTERDENT INC: Revenue Concerns Prompt S&P's Negative Outlook
ISLETON DEVELOPMENT: Section 341(a) Meeting Slated for Dec. 6
ISLETON DEVELOPMENT: David Jones Approved as Responsible Person

IVOW INC: Incurs $504,000 Net Loss in Third Quarter 2005
JAMES FALASCA: Case Summary & 8 Largest Unsecured Creditors
JB OXFORD: Incurs $2.2 Mil. Net Loss in Quarter Ended Sept. 30
JP MORGAN: Fitch Puts Low-B Ratings on $61.2 Million Class Certs.
JP MORGAN: Fitch Places Low-B Ratings on $27.9 Mil. Class Certs.

KAISER ALUMINUM: Wants to Enter Into Settlement with 8 Insurers
KEYSTONE AUTOMOTIVE: Moody's Lowers $175MM Notes' Rating to Caa1
KMART CORP: Files Revised Status Report on Avoidance Actions
KMART CORP: Gets Okay to Settle Wallace's Certification Issues
LARGE SCALE: Files Financial Results for Quarter Ending Sept. 30

LB-UBS: S&P Downgrades Rating on Class P Certificates to D
LEVITZ HOME: Wants Court to Approve HSBC Bank Nevada Agreements
LEVITZ HOME: Court Approves Blackstone Amended Letter Agreement
LEVITZ HOME: Wants Court to Approve Key Employee Retention Plan
LPL HOLDINGS: Moody's Rates $400 Million Sr. Sub. Notes at Caa1

MARSH SUPERMARKETS: Posts $3.4 Million Net Loss in Second Quarter
MARSH SUPERMARKETS: S&P Reviews Ratings Over Possible Sale Plan
MASTR ASSET: Fitch Puts BB+ Rating on $8.4 Mil. Class M-10 Certs.
MERCURY INTERACTIVE: Nasdaq Extends Filing Deadline to January 3
MERRILL LYNCH: Fitch Upgrades Low-B Ratings on 6 Cert. Classes

MERRILL LYNCH: Fitch Rates $8.5 Million Cert. Classes at Low-B
MESABA AVIATION: Wants to Assign Kenton County Ground Lease
MESABA AVIATION: Court Okays Qwest Settlement Agreement
MIRANT CORP: Underwood Perkins Okayed as Ch. 11 Examiner's Counsel
MIRANT CORP: Equity Panel Wants Directors' Equity Stake Cancelled

MIRANT CORP: Asks Court to Approve Wyandotte Settlement Agreement
NATIONAL HEALTH: Moody's Upgrades Sub. Debentures' Rating to B1
NEBRASKA BOOK: Business Competition Spurs S&P's Negative Outlook
NORMURA ASSET: S&P Lifts Low-B Ratings on Two Class B Certificates
NORTHWEST AIRLINES: Wants to Assume AMEX Credit Card Agreements

NORTHWEST AIRLINES: Wants to Defease NWA Trust No. 1 Secured Debt
NUTECH DIGITAL: Sept. 30 Working Capital Deficit Tops $2 Million
OPTION ONE: Moody's Rates Class M-11 Sub. Certificates at Ba2
POLYPORE INTERNATIONAL: Moody's Lowers $300MM Bond Rating to Ca
PORTOLA PACKAGING: Aug. 31 Balance Sheet Upside-Down by $57.8 Mil.

PROLONG INTERNATIONAL: AMEX Delisting Prompts OTCBB Move
PROTOCOL SERVICES: Can Walk Away from Poway and Los Angeles Leases
PROXIM CORP: Court Sets December 20 as Claims Bar Date
PURADYN FILTER: Sept. 30 Balance Sheet Upside-Down by $3.9 Million
REFCO INC: A. Togut Gets Court OK to Operate Refco LLC's Business

REFCO INC: Refco LLC's Ch. 7 Trustee Can Assume Acquisition Pact
REFCO INC: Gets Court OK to Continue Cash Management System Use
RESIDENTIAL ACCREDIT: S&P Affirms Low-B Ratings on 6 Cert. Classes
RESIDENTIAL ACCREDIT: Fitch Rates $3.9 Mil. Sub. Certs. at Low-B
RFMSI: S&P Raises Low-B Ratings on Five Certificate Classes

ROO GROUP: $3.5 Million 3rd Quarter Loss Fuels Going Concern Doubt
SAXON ASSET: Moody's Reviews Class BF-1 Certificates' B3 Rating
SG MORTGAGE: Moody's Rates Class M-11 Sub. Certificates at Ba2
SWISS MEDICA: Posts $1.5-Mil Net Loss in Quarter Ended Sept. 30
TCW LINC: Fitch Keeps Junk Ratings on $121 Million CBO Tranches

TELOGY INC: Voluntary Chapter 11 Case Summary
ULTRASTRIP SYSTEMS: Posts $2 Million Net Loss in Third Quarter
URBAN HOTELS: Case Summary & 20 Largest Unsecured Creditors
WELLS FARGO: Fitch Rates $448,000 Class B Certificates at Low-B
WELLS FARGO: Fitch Places Low-B Ratings on $3.7 Mil. Cert. Classes

WESTLIN CORP: Court Sets Plan Confirmation Hearing for Dec. 19
ZOND-PANAERO WINDSYSTEM: Defaults on $2.4 Million Interest Payment

                          *********

5G WIRELESS: Equity Deficit Widens to $877,288 at Sept. 30
----------------------------------------------------------
5G Wireless Communications, Inc., fka Tesmark, Inc. (OTCBB: FGWC)
delivered its financial statements for the quarter ended
Sept. 30, 2005, to the Securities and Exchange Commission on
Nov. 14, 2005.

The company reported a $353,208 net loss on $0 revenue for the
quarter ended Sept. 30, 2005.  At Sept. 30, 2005, the company's
balance sheet showed $1,303,958 in total assets and $2,181,246 in
total liabilities resulting in an $877,288 stockholders' equity
deficit.  5G Wireless' Sept. 30 balance sheet shows strained
liquidity with $384 in cash available to satisfy $517,383 of
accounts payable coming due within the next 12 months.

A full-text copy of 5G Wireless Communications' financial
statements for the quarter ended Sept. 30, 2005, is available at
no charge at http://ResearchArchives.com/t/s?366

                     Going Concern Doubt

Squar, Milner, Reehl & Williamson, LLP, in Newport Beach,
California, the company's external auditor, raised substantial
doubt about 5G Wireless' ability to continue as a going concern.  
Squar Milner points to recurring losses, negative working capital,
negative retained earnings and unable to obtain additional
financing.

5G Wireless Communications, Inc., fka Tesmark, Inc. (OTCBB: FGWC)
-- http://www.5gwireless.com/-- develops and markets broadband  
wireless networks for university and municipal campuses and
provides Wi-Fi networking equipment for a select group of VARs and
WISPs.


ABLE LABORATORIES: Court Okays $23.1-Mil Asset Sale to Sun Pharma
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey, Trenton
Division, approved the sale of Able Laboratories, Inc.'s assets to
Sun Pharmaceutical Industries Limited for $23,145,0000.  The sale
is expected to close by Dec. 31, 2005.

Aurobindo Pharma USA, the stalking horse bidder, emerged as the
second highest bidder in an auction held Nov. 1, 2005.

The Court also approved the assumption and assignment of
contracts, associated with the sold assets, under Sections 363 and
365 of the Bankruptcy Code.

Headquartered in Cranbury, New Jersey, Able Laboratories, Inc. --
http://www.ablelabs.com/-- develops and manufactures generic  
pharmaceutical products in tablet, capsule, liquid and suppository
dosage forms.  The Company filed for chapter 11 protection on July
18, 2005 (Bankr. D. N.J. Case No. 05-33129) after it halted
manufacturing operations and recalled all of its products not
meeting FDA regulatory standards.  Deborah Piazza, Esq., and Mark
C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $59.5 million in
total assets and $9.5 million in total debts.


ALOHA AIRLINES: Bankruptcy Court Confirms Reorganization Plan
-------------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii has confirmed Aloha Airlines' plan of
reorganization, setting a course for the Hawaii-based airline to
exit from Chapter 11 as early as Dec. 15, 2005 -- less than a year
after Aloha filed for bankruptcy relief.

Pending ratification of a new labor agreement by Aloha's pilots
and resolution of certain issues, the Court gave its approval on
Tuesday, Nov. 29, to the reorganization plan that will enable the
Yucaipa Companies, Aloha Aviation Investment Group and the Ching
and Ing families to recapitalize the Company with a combination of
$50 million in equity and up to $50 million in debt financing.

"This is a significant moment in the 60-year history of Aloha
Airlines," said David A. Banmiller, Aloha Airlines president and
chief executive officer.  "Thanks to our dedicated, hard-working
employees and the local shareholders of this Company, all of whom
have made sacrifices, Aloha Airlines will continue to serve
Hawaii's people.  And thanks to the financial commitment and
enthusiastic support of Yucaipa and AAIG, Aloha is positioned to
prosper and grow.  I must also thank our elected officials for
their support and our customers, who remained loyal and provided
the hope we needed to get through each day."

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service  
connecting the five major airports in the State of Hawaii.  Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  As of
Dec. 30, 2004, Aloha Airgroup reported $333,901 in assets and
$24,124,069 in liabilities, while Aloha Airlines reported
$9,134,873.23 in assets, and $543,709,698.75 in liabilities.


ALOHA AIRLINES: Reaches Tentative Agreement with Pilots' Union
--------------------------------------------------------------
Aloha Airlines and the Air Line Pilots Association Council 80
reached a tentative agreement on a new contract, bringing Aloha
Airlines one step closer to emerging from bankruptcy by the end of
the year.

Upon ratification by the ALPA membership and approval of the U.S.
Bankruptcy Court for the District of Hawaii, the agreement
covering 270 Aloha pilots would become effective and run through
April 30, 2009.

The tentative agreement was unanimously endorsed by ALPA Council
80's Master Executive Committee, who also announced their support
of Aloha's Plan of Reorganization.  The MEC will be recommending
ratification of the agreement to its members who will be voting
over the next several days.

"We congratulate our pilots for working round the clock to reach a
consensual agreement and to advance our reorganization plan
another step forward," said David A. Banmiller, Aloha's president
and chief executive officer.  "This brings the pilots together
with the more than 3,000 other employees who support what we are
doing at the new Aloha and are moving in step with our
shareholders, the Yucaipa Companies, Aloha Aviation Investment
Group and the Ching and Ing families."

"We look forward to working with Aloha's new investors who bring
renewed energy and enthusiasm and the promise of growth for Aloha
Airlines and for the benefit of the traveling public," said David
Bird, chairman of ALPA Council 80 Master Executive Committee.

Although details were not disclosed, Mr. Banmiller said the
agreement between Aloha and ALPA provides for the possible
termination of the pilot's defined-benefit plan.  However, the
agreement also contains a unique provision whereby the plan could
be permanently frozen, or restored to frozen status, in the event
that Congress enacts legislation to allow the nation's airlines to
amortize their funding liabilities over a 20-year period.

"Aloha's agreement with ALPA could well set a pattern for other
airlines pursuing reorganization," said Aloha's Mr. Banmiller.  
"We will work closely with ALPA to actively urge Congress to pass
this legislation to help Aloha's pilots and their colleagues
throughout the industry."

With the tentative agreement, ALPA becomes the fifth and final of
Aloha's bargaining units to reach new agreements and support the
company's Plan of Reorganization.  The Association of Flight
Attendants ratified a new contract on Nov. 29. International
Association of Machinists and Aerospace Workers Lodge 141 and
Lodge 142, and a unit of the Transport Workers Union earlier
ratified new contracts.  All of the contracts will take effect
upon approval of the Bankruptcy Court and run through
April 30, 2009.

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service  
connecting the five major airports in the State of Hawaii.  Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  As of
Dec. 30, 2004, Aloha Airgroup reported $333,901 in assets and
$24,124,069 in liabilities, while Aloha Airlines reported
$9,134,873.23 in assets, and $543,709,698.75 in liabilities.


ANCHOR GLASS: Rental Service Says No to $4-Million Vendor Payments
------------------------------------------------------------------
Rental Service Corporation USA, an unsecured creditor of Anchor
Glass Container Corporation, argues that the Debtor's motion to
pay up to $4 million in prepetition claims of certain critical
vendors fails to provide creditors and the U.S. Bankruptcy Court
for the Middle District of Florida with adequate and fair notice
of the identity of the purported "critical vendors".

Daniel L. Moody, Esq., at Moody & Shea, PA, in Largo, Florida,
notes that if the identity of the proposed Critical Vendors and
the aggregate total of the prepetition claims at issue are not
known, Rental Service and other creditors won't be able to
determine how, and to what extent, the estate or their individual
claims are, or could potentially be, impacted by the Motion.

Rental Service also complains that the Motion fails to address
the issue of potential subsequent preference actions against
critical vendors.

Mr. Moody tells the Court that the incentive for a Critical
Vendor to enter into a Trade Agreement with the Debtor is not
only the anticipated profit on postpetition transactions, but
also the ability to receive payment of prepetition debts outside
of the terms of the Debtor's plan of reorganization.

The Motion as well as the proposed language of the Order and
letter to creditors, Mr. Moody notes, is silent as to the issue
of prepetition payments made by the Debtor to the Critical
Vendors.

While it would be both incongruous and illogical for the Debtor
to be allowed to make postpetition payments to a Critical Vendor
of all or a portion of the Critical Vendor's prepetition claim,
outside of the Debtor's plan of reorganization pursuant to the
Trade Agreement, and to subsequently seek to recover prepetition
payments made to the same Critical Vendor, neither the Motion nor
the Proposed Order addresses the issue or prohibits the potential
action, Mr. Moody adds.

Rental Service asserts that the procedure advocated by the
Debtor's Motion impermissibly affords excessive and unfettered
discretion to the Debtor as to the selection of Critical Vendors
and the treatment of Critical Vendors' prepetition claims.

In essence, Mr. Moody says, the Debtor seeks authority to
potentially deprive the unsecured creditors of $4,000,000 to
distribute to those undisclosed creditors it deems critical, with
or without a Trade Agreement.  The Debtor seeks unfettered
discretion to pay those creditors it deems critical with little
or no Court approval, input or recommendations and seeks to only
disclose those it deems critical at or after payment has made to
the preferred creditor, he adds.

Accordingly, Rental Service asks the Court to:

    -- direct the Debtor to disclose each creditor it deems to be
       a Critical Vendor;

    -- rule that the Debtor should demonstrate that each proposed
       Critical Vendor is absolutely necessary to reorganization
       and that other creditors will ultimately be in as good of a
       position if a critical vendor order is entered; and

    -- require that the Critical Vendor's agreement be based on
       the Customary Trade Terms.

In the alternative, if the Court does not provide this protection
to the Critical Vendors, Rental Service asks Judge Paskay to
provide in the Order and in the proposed letter to Critical
Vendors that the Debtor's rights to seek recovery of prepetition
payments to the Critical Vendors is unaffected by the Court's
Order and the Trade Agreement.

Rental Service also asks the Court to require the Debtor to list
each creditor it deems critical and demonstrate why the creditor
must receive preferential treatment to the detriment of other
creditors.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers  
in the United States.  Anchor manufactures a diverse line of flint  
(clear), amber, green and other colored glass containers for the  
beer, beverage, food, liquor and flavored alcoholic beverage  
markets.  The Company filed for chapter 11 protection on Aug. 8,  
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,  
Esq., at Carlton Fields PA, represents the Debtor in its  
restructuring efforts.  When the Debtor filed for protection from  
its creditors, it listed $661.5 million in assets and $666.6  
million in debts. (Anchor Glass Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Court Defers Decision on GGC's Lift Stay Request   
--------------------------------------------------------------
As reported in the Troubled Company Reporter, GGC LLC, fka
Glenshaw Glass Company, asked the U.S. Bankruptcy Court for the
Middle District of Florida to lift the automatic stay so it can
enforce a judgment, handed by the U.S. Bankruptcy Court for the
Western District of Pennsylvania, directing Anchor Glass Container
Corporation to immediately cease using glass molds owned by GCC.

GGC argued that the Florida Court must modify the automatic stay
because:

   1. the molds do not belong to Anchor Glass and are therefore
      not property of Anchor Glass' estate; and

   2. Anchor Glass has no equity in the molds, inasmuch as the
      molds do not belong to Anchor Glass, and, accordingly, the
      molds are not necessary to any effective reorganization.

The Debtor's Official Committee of Unsecured Creditors opposed
GGC's bid to lift the automatic stay, saying that GGC has not
shown that cause exists to lift the stay in the Debtor's
bankruptcy case.  The Committee said that lifting the stay to
allow GGC to recover and sell property on which no debt is owed
and that is currently used by the Debtor in its operations is not
appropriate.

                      Court Ruling

Judge Paskay rules that the automatic stay will continue in full
force and effect until the earlier of:

    (a) the entry of an order setting aside the Judgment and Order
        entered in the adversary proceeding between GGC, LLC, also
        known as Glenshaw Glass Company v. Anchor Glass Container
        Corporation, pending in the U.S. Bankruptcy Court for the
        Western District of Pennsylvania; or

    (b) until November 23, 2005, at 9:00 a.m., the continuation of
        the preliminary hearing.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers  
in the United States.  Anchor manufactures a diverse line of flint  
(clear), amber, green and other colored glass containers for the  
beer, beverage, food, liquor and flavored alcoholic beverage  
markets.  The Company filed for chapter 11 protection on Aug. 8,  
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,  
Esq., at Carlton Fields PA, represents the Debtor in its  
restructuring efforts.  When the Debtor filed for protection from  
its creditors, it listed $661.5 million in assets and $666.6  
million in debts. (Anchor Glass Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Court Approves Acclaris as Claims Agent
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Anchor Glass Container Corporation to employ Acclaris,
LLC, as its noticing, claims and balloting agent.

Judge Paskay makes it clear that by accepting appointment in the
Debtor's Chapter 11 case, Acclaris waives any right to receive
compensation from the government and will look solely to the
Debtor and its estate for compensation.

Furthermore, Judge Paskay clarifies that Acclaris is not an
official representative of the United States, is not acting on
behalf of the United States, and will not misrepresent that fact
to the public.

As official Noticing Claims and Balloting Agent, Acclaris will:

   (a) notify all potential claimants, as established by the
       Debtor's records, of the case and provide them with an
       appropriate proof of claim;

   (b) docket all claims received by the Clerk's Office and by
       Agent, maintain the official claims register on behalf of
       the Clerk of the Court and provide to the Clerk an exact
       duplicate thereof on a monthly basis;

   (c) upon completion of the docketing process for all claims
       received to date by the Clerk's Office, turn over to the
       Clerk a copy of the claims register for the Clerk's
       review;

   (d) specify in the claims register for each claim docketed:
       
          * the claim number assigned,

          * the date received,

          * the name and address of the claimant or agent,

          * the amount and classification of the claim asserted       
            by each claimant; and

          * the applicable Debtor.

   (e) maintain the mailing list of all entities that have filed
       proofs of claim, proofs of interest, or notices of
       appearance, which list will be available upon request of
       any party-in-interest or the Clerk;

   (f) prepare and serve required notices, motions and orders,
       and documents in these cases, including:

          * notice of the claims bar date;

          * notice of objections to claims;

          * notice of any hearings on a Disclosure Statement
            and confirmation of a plan;

          * other miscellaneous notices to any entities, as the
            Debtors or the Court may deem necessary or
            appropriate for an orderly administration of the
            chapter 11 case;

          * motions prepared by Debtor;

          * plans of reorganization, disclosure statements, and
            ballots; and

          * orders entered by the Court for which the Debtor is
            responsible for service.
   
   (g) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (h) maintain copies of all proofs of claim and proofs of
       interest;

   (i) maintain an up-to-date mailing list for all entities that
       have filed a proof of claim or proof of interest, which
       list will be available upon request of a party-in-interest
       or the Clerk's Office;

   (j) other services as may be requested by the Clerk's Office
       or the Debtor in connection with processing claims and
       providing notice to known creditors; and

   (k) collect, process and tabulate ballots cast in the Debtor's
       case.

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


ANY MOUNTAIN: Disclosure Statement Hearing Set for December 9
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will convene a hearing on Dec. 9 to consider approval of the
Disclosure Statement for the Third Amended Plan of Reorganization
filed by Any Mountain, Ltd., on June 10, 2005.

                Terms of the Third Amended Plan

The Plan calls for the reorganization of Any Mountain's operations
and a partial liquidation of its assets.  The Debtor will choose
three stores to close among these locations:

   * Shattuck Ave store in Berkeley,
   * Hacienda Crossings in Dublin,
   * Westgate Mall in San Jose, and
   * The Willows in Concord.  

The leases for the closed stores will be assigned at the best
price obtainable and the stores' inventory will be sold at a
going-out-of-business sale.  

Half of the $3 million estimated net proceeds from the lease
assignment and proceeds of the inventory sale will be used to
settle Cardinal Financial Services' more than $1.13 million
allowed secured claim.  The remaining half of the proceeds from
the lease assignment will be used to replenish the Debtor's
inventory.  

The Debtor will continue operations in its Corte Madera and
Redwood City stores.

Avoidance actions will be initiated by the Debtor against:

            * Belzer, Hulchly & Murray;
            * Benchmark;
            * San Francisco Chronicle;
            * SBC Yellow Pages;
            * The Mercury News;
            * Columbia Sportswear;
            * Osprey Packs;
            * Hi Tec Sports;
            * Spy Optic;
            * Red Wing Brands;
            * CSI Outdoors;
            * Crazy Creek;
            * Cerf Bros. Bag Co.;
            * Pur/Katadyn;
            * Johnson Camping;
            * Stansport;
            * Eldon "Bud" Hoffman; and
            * Cardinal Financial.

The company's founder Bud Hoffman, will continue as chief
executive officer of Reorganized Any Mountain with a salary of
$225,000.  Steven Ferguson will also continue as the company's COO
with a salary of $140,000.  

                     Treatment of Claims

Cardinal Financial Services' secured claim, plus interest, will be
paid in 18 monthly installments.  The payments will begin one
month after the effective date of the Plan.  

Marker Ltd., Marmot, Rossignol, Nordica USA and Performance Sports
Apparel's secured claims will be paid in six semi-annual
installments of principal and interest.  Payments are due and
payable every December 30th and February 28th, beginning on
December 30, 2005.

Unsecured Creditors will be paid through a Disbursing Account set
up by the Debtor.  The Disbursing Account will be funded with ten
semi-annual deposits of $300,000.  These deposits will come from
the balance of the proceeds from the inventory and lease sales
after payments to the secured creditors are satisfied.  Any
litigation recoveries will also be deposited to the Disbursing
Account.  Payment will be made on an Annual Disbursement Date.
   
A copy of the Debtor's Third Amended Plan or Reorganization is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=050617042120  

Headquartered in Corte Madera, California, Any Mountain Ltd,
operates ten specialty outdoor stores throughout the San Francisco
Bay Area.  The Company filed for chapter 11 protection on Dec. 23,
2004 (Bankr. N.D. Calif. Case No. 04-12989).  Michael C. Fallon,
Esq., of Santa Rosa, California represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed below $50,000 in assets and more than $10
million in debts.


APRIA HEALTHCARE: Streamlines Operations with Management Changes
----------------------------------------------------------------
Apria Healthcare Group Inc. (NYSE:AHG) reported several management
changes designed to enhance the company's ability to increase
revenue growth and streamline operations.

Jeff Ingram, who most recently served as the Company's Senior Vice
President, National Accounts and in prior sales management
leadership positions within Apria, has been named Executive Vice
President of Sales, with responsibility for both sales and
marketing.  In his National Accounts role, Mr. Ingram was
responsible for the group that won or renewed significant national
managed care contracts with CIGNA, Kaiser Permanente, Aetna,
United Healthcare and Humana.

Daniel J. Starck, who has been Apria's Executive Vice President,
Business Operations for the past several years, has been named to
the newly-created position of Executive Vice President of Customer
Services, with expanded responsibility for all logistics, customer
service, billing and collection functions.  Starck and Ingram will
both report to Lawrence A. Mastrovich, Apria's President and Chief
Operating Officer.  Anthony S. Domenico, formerly Executive Vice
President, Sales and John J. McDowell, formerly Executive Vice
President, Logistics, are resigning from the company to pursue
other interests.

The company reorganized its field operations and sales
organizations, realigning its four geographic divisions into
three, each with five regions covering the eastern, central and
western portions of the United States.

"We believe that the senior management changes will significantly
strengthen our organization as we move into 2006," Chief Executive
Officer Lawrence M. Higby said.  "Accelerating sales growth is our
number one priority going into the new year, and with Jeff
Ingram's proven track record of driving both traditional and
managed care sales, we believe that he is the right person to lead
our sales organization."

Headquartered in Lake Forest, California, Apria Healthcare Group
Inc. -- http://www.apria.com/-- provides home respiratory  
therapy, home infusion therapy and home medical equipment through
approximately 500 branches serving patients in 50 states.  With
$1.5 billion in annual revenues, it is the nation's leading
homecare company.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 24, 2005,
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.  S&P said the outlook is stable.


ARMSTRONG WORLD: Gets Court Okay to Pay $1.38M Womble Carlyle Fee
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Armstrong World Industries, Inc., and its debtor-affiliates
permission to pay Womble Carlyle Sandridge & Rice PLLC $1,375,000
contingency fee for the firm's work with litigation related to
tort and breach claims that AWI asserted against EFP Floor
Products Fussboeden GmbH St. Johann and its affiliates.

As reported in the Troubled Company Reporter on Oct. 4, 2005, AWI
agreed to remit to Womble Carlyle 25% of any net settlement or
arbitration award over $250,000 received by AWI in connection with
the EFP Litigation.  The amount payable to Womble Carlyle in
connection with its efforts to resolve the EFP Litigation Claims
is equal to 25% of the Revised Arbitration Settlement Sum minus
$250,000,

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)


ARGENT SECURITIES: S&P Lifts Rating on Class M-5 Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of certificates from Argent Securities Inc.'s series
2003-W4.  At the same time, ratings are affirmed on the two
remaining classes from this transaction.

The raised ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the new analysis are lower than the original levels
at issuance, primarily due to loan seasoning, updated FICO scores,
and lower loan-to-value ratios resulting from property value
appreciation.  Standard & Poor's raised certain ratings to reflect
the credit support provided at the new, lower loss coverage
levels.
     
The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor this transaction to ensure that the
assigned ratings accurately reflect the associated risks.
   
                         Ratings Raised
   
                     Argent Securities Inc.
      Asset-Backed Pass-Through Certificates Series 2003-W4

                                   Rating
                                   ------
                  Class        To          From
                  -----        --          ----
                  M-1          AAA         AA
                  M-2          AA          A
                  M-3          A           BBB
                  M-4          BBB         BBB-
                  M-5          BBB-        BB+
   
                        Ratings Affirmed
   
                     Argent Securities Inc.
      Asset-Backed Pass-Through Certificates Series 2003-W4
   
                       Class       Rating
                       -----       ------
                       A-1, A-2    AAA


B/E AEROSPACE: Offering 13 Million Shares via Public Placement
--------------------------------------------------------------
B/E Aerospace, Inc. (Nasdaq:BEAV) plans to make a public offering
of 13,000,000 shares of its common stock.  The offering will be
made under B/E's effective shelf registration statement filed with
the Securities and Exchange Commission.  

Credit Suisse First Boston and UBS Investment Bank will be the
joint book-running managers for the offering and Friedman Billings
Ramsey and Stephens Inc. will be co-managers for the offering.
B/E will grant the underwriters an option to purchase up to an
additional 1,950,000 shares of common stock to cover over-
allotments, if any.

B/E intends to use the aggregate net proceeds from the offering to
redeem, at par, its $250 million aggregate principal amount 8%
Senior Subordinated Notes due 2008.

B/E Aerospace, Inc., manufactures aircraft cabin interior
products, and distributes aerospace fasteners.  B/E designs,
develops and manufactures a broad range of products for both
commercial aircraft and business jets.  B/E manufactured products
include seating, lighting, oxygen, and food and beverage
preparation and storage equipment.  The company also provides
cabin interior design, reconfiguration and passenger-to-freighter
conversion services.  Products for the existing aircraft fleet -
the aftermarket - generate about 60 percent of sales.  B/E sells
its products through its own global direct sales organization.

                        *     *     *

Moody's Rating Services assigned a B3 rating on the Company's
corporate family rating and junked the ratings on its senior
subordinate securities.


BALLY TOTAL: Retains J.P. Morgan to Explore Strategic Alternatives
------------------------------------------------------------------
The Board of Directors for Bally Total Fitness Holding Corporation
(NYSE:BFT) has retained J.P. Morgan Securities Inc. to explore a
range of strategic alternatives to enhance shareholder value.

These alternatives may include, but are not limited to:

   -- a recapitalization;

   -- the sale of securities or assets of the Company; or

   -- the sale or merger of Bally Total Fitness with another
      entity or strategic partner.  

J.P. Morgan will work in collaboration with The Blackstone Group,
which has been advising Bally for the past ten months, in
providing strategic advisory services to the company.

Bally Total Fitness said there can be no assurance that any
transaction will occur or, if one is undertaken, its terms or
timing.

Bally Total Fitness is the largest and only nationwide
commercial operator of fitness centers, with approximately four
million members and 440 facilities located in 29 states,
Mexico, Canada, Korea, China and the Caribbean under the Bally
Total Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM),
Pinnacle Fitness(R), Bally Sports Clubs(R) and Sports Clubs of
Canada(R) brands.  With an estimated 150 million annual visits
to its clubs, Bally offers a unique platform for distribution
of a wide range of products and services targeted to active,
fitness-conscious adult consumers.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Moody's Investors Service affirmed the Caa1 corporate family
(formerly senior implied) rating and debt ratings of Bally
Total Fitness Holding Corporation.  The affirmation reflects
continued high risk of default and Moody's estimate of recovery
values of the various classes of debt in a default scenario.
Moody's said the ratings outlook remains negative.

Moody's affirmed these ratings:

   * $175 million senior secured term loan B facility
     due 2009, rated B3

   * $100 million senior secured revolving credit facility
     due 2008, rated B3

   * $235 million 10.5% senior unsecured notes (guaranteed)
     due 2011, rated Caa1

   * $300 million 9.875% senior subordinated notes due 2007,
     rated Ca

   * Corporate family rating, rated Caa1.


BANC OF AMERICA: Fitch Rates $2.7 Mil. Class Certificates at Low-B
------------------------------------------------------------------
Banc of America Alternative Loan Trust 2005-11 mortgage       
pass-through certificates are rated by Fitch Ratings:

     -- $424,180,220 classes 1-CB-1 through 1-CB-8, 1-CB-R,      
        2-CB-1, 3-CB-1, CB-IO, CB-PO, 4-A-1 through 4-A-6, 4-IO,
        4-PO 'AAA';

     -- $7,518,000 class B-1, 'AA';

     -- $3,757,000 class B-2, 'A';

     -- $2,653,000 class B-3, 'BBB';

     -- $1,326,000 class B-4, 'BB';

     -- $1,327,000 class B-5, 'B'.

The 'AAA' ratings on the senior certificates reflect the 4.05%
subordination provided by the 1.70% class B-1, 0.85% class B-2,
0.60% class B-3, 0.30% privately offered class B-4, 0.30%
privately offered class B-5 and 0.30% privately offered class B-6.  
Classes B-1, B-2, B-3, and the privately offered classes B-4 and
B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B', respectively, based
on their respective subordination.  Class B-6 is not rated by
Fitch.

The ratings also reflect:

     * the quality of the underlying collateral, the primary
       servicing capabilities of Bank of America Mortgage, Inc.,
       and

     * Fitch's confidence in the integrity of the legal and
       financial structure of the transaction.

The transaction is secured by four pools of mortgage loans.  Loan
groups 1, 2, 3, and 4 are cross-collateralized and supported by
the B-1 through B-6 subordinate certificates.

All mortgage loans in all four groups were underwritten using Bank
of America's 'Alternative A' guidelines.  These guidelines are
less stringent than Bank of America's general underwriting
guidelines and could include limited documentation or higher
maximum loan-to-value ratios.  Mortgage loans underwritten to
'Alternative A' guidelines could experience higher rates of
default and losses than loans underwritten using Bank of America's
general underwriting guidelines.

Loan groups 1, 2, 3, and 4 in the aggregate consist of 2,411
recently originated, conventional, fixed-rate, fully amortizing,
first lien, one- to four-family residential mortgage loans with
original terms to stated maturity ranging from 240 to 360 months.  
The aggregate outstanding balance of the pool as of Nov. 1, 2005
is $442,087,512.76, with an average balance of $183,362.72 and a
weighted average coupon of 6.124%.  The weighted average original
loan-to-value ratio for the mortgage loans in the pool is
approximately 72.37%.  The weighted average FICO credit score is
737.  Second homes and investor-occupied properties comprise 4.43%
and 40.55% of the loans in the group, respectively.  Rate/Term and
cash-out refinances account for 12.54% and 28.82% of the loans in
the group, respectively.  The states that represent the largest
geographic concentration of mortgaged properties are California,
Florida, and Texas.  All other states represent less than 5% of
the aggregate pool balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings Web site at
http://www.fitchratings.com/

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BANC OF AMERICA: Fitch Places Low-B Ratings on $2.1MM Class Certs.
------------------------------------------------------------------
Banc of America Funding Corporation mortgage pass-through
certificates, series 2005-7, are rated by Fitch Ratings:

Crossed Loan Group (Groups 1, 3, & 4)

     -- $587,511,937 senior certificates classes 1-A-1 through   
        1-A-5, 3-A-1 through 3-A-17, 4-A-1 through 4-A-8, 30-IO,
        30-PO 'AAA';

     -- $11,246,000 class X-B-1 'AA';

     -- $3,647,000 class X-B-2 'A';

     -- $2,127,000 class X-B-3 'BBB';

     -- $1,216,000 class X-B-4 'BB';

     -- $912,000 class X-B-5 'B';

Group 2

     -- $132,085,650 senior certificates classes 2-A-1 through   
        2-A-7, and 2-A-R 'AAA'.

The 'AAA' rating on the senior certificates of Groups 1,3 &4
reflects the 3.35% subordination provided by the 1.85% class X-B-
1, the 0.60% class X-B-2, the 0.35% class X-B-3, the 0.20%
privately offered class X-B-4, the 0.15% privately offered class
X-B-5, and the 0.20% privately offered class X-B-6.  The ratings
on classes X-B-1, X-B-2, X-B-3, X-B-4, and X-B-5 reflect each
certificate's respective level of subordination.  Class X-B-6 is
not rated by Fitch.

The 'AAA' rating on the senior certificates of Group 2 reflects
the 5.35% subordination provided by the 2.95% class 2-B-1, the
0.85% class 2-B-2, the 0.55% class 2-B-3, the 0.30% privately
offered class 2-B-4, the 0.20% privately offered class 2-B-5, and
the 0.50% privately offered class 2-B-6.  Classes 2-B-1, 2-B-2, 2-
B-3, 2-B-4, 2-B-5, and 2-B-6 are not rated by Fitch.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect:

     * the high quality of the underlying collateral purchased by
       Banc of America Funding Corporation,

     * the integrity of the legal and financial structures, and

     * the master servicing capabilities of Wells Fargo Bank, N.A.


The collateral for Groups 1, 3, & 4 consists of 1,141 fully
amortizing, fixed interest rate, first lien mortgage loans, with
original terms to maturity of 360 months.  The aggregate unpaid
principal balance of the pool is $607,876,189.14 as of         
Nov. 1, 2005 and the average principal balance is $532,757.40.  
The weighted average original loan-to-value ratio of the loan pool
is approximately 67.71%.  The weighted average coupon of the
mortgage loans is 5.846% and the weighted average FICO score is
746.  Cash-out and rate/term refinance loans represent 31.22% and
19.39% of the loan pool, respectively.  The states that represent
the largest geographic concentration are California, New York, New
Jersey, and Maryland.  All other states represent less than 5% of
the outstanding balance of the pool.

The collateral for Group 2 consists of 1,002 fully amortizing,
fixed interest rate, first lien mortgage loans, with original WAM
of 359 months.  The aggregate unpaid principal balance of the pool
is $139,552,562.24 as of Nov. 1, 2005 and the average principal
balance is $139,274.01.  The weighted average OLTV of the loan
pool is approximately 72.58%.  The WAC of the mortgage loans is
6.166% and the weighted average FICO score is 737.  Cash-out and
rate/term refinance loans represent 31.22% and 19.39% of the loan
pool, respectively.  The states that represent the largest
geographic concentration are California, Florida, New York,
Virginia, Maryland, Washington, and Pennsylvania.  All other
states represent less than 5% of the outstanding balance of the
pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings Web site at
http://www.fitchratings.com/

BAFC, a special purpose corporation, purchased the mortgage loans
from JP Morgan & Co., PHH Mortgage Corporation, Residential
Funding Corporation, SunTrust Mortgage Corporation, and Wells
Fargo Bank, N.A., and deposited the loans in the trust, which
issued the certificates, representing undivided beneficial
ownership in the trust.  Wells Fargo Bank, N.A. will serve as
master servicer and as securities administrator.  Wachovia Bank,
N.A. will serve as trustee and custodian.  For federal income tax
purposes, an election will be made to treat the trust as three
separate real estate mortgage investment conduits.


BELIZE MORTGAGE: Moody's Downgrades Class B Bonds' Rating to Caa3
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating of the Class A
bonds issued by Belize Mortgage Company 2002-1 to Ba1 from Baa1
and the rating of the Class B bonds to Caa3 from B3.

This downgrade follows the downgrade of the government of Belize's
foreign currency country ceiling to Caa3 from B3.  The ratings of
the Class A and Class B bonds had been downgraded to Baa1 and B3
and placed on review for further downgrade on June 20, 2005.

The ratings of Class A and Class B bonds are based upon the
guarantees provided by the Development Finance Corporation of
Belize and by the government of Belize.  In addition, Class A
bonds benefit from a non-honoring insurance policy provided by
Steadfast Insurance Company which, subject to certain conditions
and limitations, insures Class A bondholders against a failure by
the government of Belize to make payments as required by the
guarantee.

According to Alonso Sanchez, analyst at Moody's, the rating of
Class A bonds reflects:

   * the high risk of default of the underlying obligor;

   * the government of Belize; and

   * the benefits added by the Steadfast non-honoring
     insurance policy.


BOUNDLESS CORP: Confirmation Hearing Set for December 13
--------------------------------------------------------
The Honorable Dorothy Eisenberg of the U.S. Bankruptcy Court for
the Eastern District of New York will convene a hearing at 10:00
a.m. on Dec. 13, 2005, to discuss the merits of the Third Amended
Joint Plan of Reorganization filed by Boundless Technologies,
Inc., and its debtor-affiliates.

Under the Joint Plan, all distributions to be made to holders of
allowed claims, whether through the issuance of its capital stock
or payment of monies, will be made by the Debtors, Vision
Technologies, Inc., or by Oscar Smith, the President of Vision
Technologies.

Payments and distributions to be made by the Debtors to Plan
claimants will consist of cash or new issue of Boundless Common
Stock of the Reorganized Debtors.  Any cash to be disbursed will
be distributed only by the Debtors, while Boundless Common Stock
will be distributed directly by the Debtors or their transfer
agent.

The Plan groups claims and interests into nine classes, with
unimpaired claims consisting of:

   a) allowed administrative claims to be paid 100% of their
      claims on the Effective Date;

   b) the secured Valtee claims will be paid in full over a
      period of 30 to 34 months subsequent to the Effective Date;

   c) the secured Vision claims will be paid 100% with shares of
      Boundless Common Stock;

   d) the partially secured Norstan claim will be paid in 72
      monthly $5,000 installments beginning on the Effective
      Date; and

   e) allowed priority claims and allowed priority tax claims
      will be paid 100% of their claims in Cash on the Effective
      Date.

Impaired claims consisting of:

   a) allowed unsecured claims will receive their pro rata share
      of cash payments equal to 2% of the first $7 million of
      annual revenues derived from the sale of text terminals,
      plus 4% of annual revenues derived from text terminal sales
      exceeding $7 million; and

   b) holders of Mandatorily Redeemable Preferred Stock and
      holders of existing stock will not receive any cash or
      property under the Plan and their stock will be cancelled
      on the record date.

Full-text copies of the Amended Disclosure Statement and Amended
Joint Plan are available for a fee at:

      http://www.researcharchives.com/download?id=040812020022   

Headquartered in Hauppauge, New York, Boundless Corp., is a global
technology company and is composed of two subsidiaries: Boundless
Technologies, Inc., a desktop display products company, and
Boundless Manufacturing Services, Inc., an emerging EMS
company providing build-to-order(BTO) systems manufacturing,
printed circuit board assembly.  The Company and its debtor-
affiliates filed for chapter 11 protection on March 12, 2003
(Bankr. E.D.N.Y. Case No. 03-81558).  Jeffrey A Wurst, Esq., at
Ruskin Moscou Faltischek PC, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $19,442,850 and total
debts of $19,417,517.


BRICE ROAD: Judge Preston Denies GE Credit's Motion to Lift Stay
----------------------------------------------------------------
The Honorable C. Kathryn Preston of the U.S. Bankruptcy Court for
the Southern District of Ohio denied General Electric Credit
Equities, Inc.'s request to lift the automatic stay in Brice Road
Developments, LLC's chapter 11 case.

As reported in the Troubled Company on Nov. 10, 2005, GE Credit
wanted the automatic stay lifted so that it could proceed with the
foreclosure of the Kensington Commons apartments.  The Kensington
Commons was financed through a $14.4 million prepetition mortgage
from Armstrong Mortgage Company.  GE Credit is the successor-in-
interest to the Armstrong mortgage.

GE Credit says that, as of Sept. 23, the Debtor owed it
$14.2 million and that the full amount of the loan was due and
payable due to a default.  GE Credit alleges that the filing was
done in bad faith and there was lack of adequate protection, which
warrants a lifting of the automatic stay.  

The Debtor however told the Court that the case was not filed in
bad faith because it did not attempt to isolate the heavily
encumbered property from its other assets.  The Debtor also said
that GE Credit was not entitled to adequate protection since GE
Credit was an unsecured creditor.

Judge Preston denied GE Credit's motion citing:

    * the Debtor did not file its bankruptcy petition in bad
      faith;

    * GE Credit was an unsecured creditor and it had failed to
      establish cause for relief from stay due to lack of adequate
      protection;

    * the Debtor has maintained and continues to maintain the
      status quo;

    * although the Debtor lacks equity in the Kensington Commons,
      the property is necessary to an effective reorganization;
      and

    * the Debtor has shown that a reorganization is possible
      within a reasonable period of time.

Judge Preston also ordered that the Debtor file a plan or
reorganization and disclosure statement by Dec. 9, 2005, unless
the Debtor can show good cause to extend.  

Headquartered in Dublin, Ohio, Brice Road Developments, L.L.C.,
owns Kensington Commons, a 264-unit apartment complex located
outside of Columbus, Ohio. The Company filed for chapter 11
protection on Sept. 2, 2005 (Bankr. S.D. Ohio Case No. 05-66007).  
Yvette A Cox, Esq., at Bailey Cavalieri LLC represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


C-BASS: S&P Affirms BB+ Rating on Class B-2 Certificates
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 11
classes of certificates from three C-Bass-related transactions.   
At the same time, ratings are affirmed on the remaining classes
from these transactions.

The raised ratings are the result of updated loan-by-loan analyses
performed on the mortgage pools.  The loss coverage levels derived
from the new analyses are significantly lower than the original
levels at issuance, primarily due to loan seasoning, updated FICO
scores, and lower loan-to-value ratios resulting from property
value appreciation.  Standard & Poor's raised certain ratings to
reflect the credit support provided at the new, lower loss
coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor these transactions to ensure that the
assigned ratings accurately reflect the associated risks.
     
                         Ratings Raised
   
                         2002-CB2 Trust
C-Bass Mortgage Loan Asset-Backed Certificates Series 2002-CB2

                                   Rating
                                   ------
                  Class        To          From
                  -----        --          ----
                  M-1          AAA         AA  
                  M-2          AA          A
   
                         2003-CB4 Trust
C-Bass Mortgage Loan Asset-Backed Certificates Series 2003-CB4

                                   Rating
                                   ------
                  Class        To          From
                  -----        --          ----
                  M-1          AAA         AA
                  M-2          AA          A
                  B-1          A           BBB  
                  B-2          BBB         BBB-
   
          Citigroup Mortgage Loan Trust Series 2003-CB5
C-Bass Mortgage Loan Asset-Backed Certificates Series 2003-CB5

                                   Rating

                  Class        To          From
                  -----        --          ----
                  M-1          AAA         AA
                  M-2          AA+         A
                  M-3          AA          A-
                  B-1          A+          BBB+
                  B-2          A-          BBB
   
                        Ratings Affirmed
   
                         2002-CB2 Trust
C-Bass Mortgage Loan Asset-Backed Certificates Series 2002-CB2
   
                Class                     Rating
                -----                     ------
                A-1, A-2                  AAA
                B-1                       BBB
                B-2                       BB+
   
                         2003-CB4 Trust
C-Bass Mortgage Loan Asset-Backed Certificates Series 2003-CB4
           
                Class                     Rating
                -----                     ------
                AF-1, AV-1, AV-2, A-IO    AAA
   
          Citigroup Mortgage Loan Trust Series 2003-CB5
C-Bass Mortgage Loan Asset-Backed Certificates Series 2003-CB5
   
                Class                     Rating
                -----                     ------
                AV-1, AF                  AAA
                B-3                       BBB-


CAPITAL AUTOMOTIVE: Moody's Rates Planned $500MM Notes at (P)Ba2
----------------------------------------------------------------
Moody's Investors Service assigned provisional ratings of (P)Ba1
and (P)Ba2 to the proposed senior secured credit facility
($1.42 billion term loan and companion $250 million revolver) and
$500 million senior unsecured note issue, respectively, that
Capital Automotive plans to issue before the end of 2005.  The
issuer of the credit facility will be Capital Automotive's
operating partnership, Capital Automotive LP, whereas the REIT
will be the issuer of the new notes, which will be guaranteed by
the partnership.

The facility will enjoy a collateral pool of perfected first
mortgages on the REIT's highest performing auto dealership group
properties, which will be diversified in terms of location and
franchise.  However, the emerging capital structure does retain a
meaningful unencumbered asset pool, which provides some indirect
support for the unsecured debt.  The outlook on the proposed debt
issues is stable.

In addition, the rating agency expects to lower its ratings on the
senior unsecured debt and preferred stock of Capital Automotive
REIT to Ba2 and B1, respectively, upon the closure of the
acquisition of the REIT by investors advised by DRA Advisors LLC.
The ratings remain under review for downgrade.  Moody's indicated
the rating downgrade will result from the increased leverage,
including higher secured debt, that will be part of Capital
Automotive's new capital structure.

The total transaction value is approximately $3.6 billion,
including the assumption of Capital Automotive's indebtedness and
preferred shares.  The REIT and DRA have successfully tendered for
over 95% of the $125 million senior notes rated by Moody's, the
protective covenants of which will be eliminated upon the deal's
close.  New preferred stock of $315 million will be issued
privately, a portion of which will be used to tender for the
existing preferred stock.

The new securities issues are designed to match fund assets and
liabilities, with the unamortizing senior note issue paired with
fixed rate leases, and the floating-rate term loan paired against
variable rate leases.  Leases are long-term and have escalations,
which provide increasing coverage.  There are no significant lease
expirations until 2008 (6.4% of revenue).  In addition to lease
escalations, there are commitments from the equity investors to
fund Capital Automotive's acquisition pipeline through 2010.  The
current management of Capital Automotive will remain for at least
three years, and no change is contemplated in the company's
business or strategy.  The transaction should close in
mid-December 2005.

Capital Automotive maintains strong relationships with a diverse
number of auto dealer groups that operate under franchise
agreements.  The dealers benefit from state franchise and zoning
laws which create monopolies for store sites and use.  The REIT
receives stable and predictable cash flows from a portfolio of
long term triple-net leases.  Tenant rent coverage has been more
than 3X, and historical occupancies have been 100%.  The new
capital structure contemplates significant use of leverage and
secured debt, in addition to private ownership which could result
in limited transparency and reduced capital market access.

Furthermore, Capital Automotive does have a concentration with
speculatively rated tenants: the top ten tenants account for 70%
of NOI.  Moody's notes that Capital Automotive remains a young
company with little experience with managing lease expirations or
tenant issues.  Finding value-protecting alternative uses or
tenants for leased properties should they go dark could be a
challenge.  However, DRA has meaningful experience in
repositioning commercially-zoned properties.

The stable rating outlook on the proposed debt issues reflects
Moody's expectation that the REIT will continue to grow steadily
while maintaining stable credit metrics.  The rating outlook also
includes the expectation that the company will maintain its
leadership in the auto dealer net-lease sector without any
reduction in occupancies or rent coverages.

Moody's would consider an upgrade if:

   * Capital Automotive improved fixed charge coverages to 2X
     (with unencumbered NOI interest coverage well above 2X);

   * reduced effective leverage to the mid-60% range; and

   * secured debt around 50% of gross assets.

Any deterioration in fixed charge coverages, especially in the
unencumbered pool, would create negative ratings pressure.
Additional negative pressure will likely result should portfolio
rent coverages drop below 2X, or should the REIT suffer a decline
in leadership causing a 15% decline in NOI.

These provisional ratings have been assigned with a stable
outlook:

Capital Automotive REIT:

   * (P)Ba2 the $500 million proposed senior notes.  These notes
     will be guaranteed by Capital Automotive LP.

Capital Automotive LP:

   * (P)Ba1 proposed $1.7 billion senior secured credit facility.

Moody's also expects to downgrade to Ba2 and B1, respectively, the
ratings on the outstanding senior unsecured and preferred stock of
Capital Automotive should the transaction close as planned.  As of
now, the respective ratings are affirmed at Baa3 and Ba1, and
remain under review for downgrade.

In its last rating action, Moody's placed Capital Automotive's
ratings under review for possible downgrade on September 6, 2005.

Capital Automotive REIT [NASDAQ: CARS] is a real estate investment
trust headquartered in McLean, Virginia, USA.  The REIT's strategy
is to acquire real property and improvements used by operators of
multi-site, multi-franchised automotive dealerships and related
businesses.  As of June 30, 2005, the REIT had real estate
investments primarily consisting of interests in 345 properties,
representing 509 automotive franchises in 32 states.  The
properties are leased under long-term, triple-net leases with a
weighted average initial lease term of approximately 15 years.

Approximately 76% of the REIT's real estate portfolio is located
in the top 50 metropolitan areas in the USA in terms of
population, and 73% of the REIT's real estate portfolio is
invested in properties leased to the "Top 100" dealer groups as
published by "Automotive News."  The REIT reported assets of $2.4
billion and equity of more than $1 billion at September 30, 2005.

DRA Advisors LLC, founded in 1986, is a New York-based registered
investment advisor specializing in real estate investment
management services for institutional and private investors,
including:

   * pension funds,
   * university endowments,
   * foundations, and
   * insurance companies.


CATHOLIC CHURCH: Parties Balk at Spokane's Motion to Sell Property
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
November 9, 2005, The Diocese of Spokane sought the U.S.
Bankruptcy Court for the Eastern District of Washington for
authority to sell a real property located at 707 N. Cedar Street,
in Spokane, Washington.

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

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

                           Objections

(a) Catholic Charities

Catholic Charities of the Diocese of Spokane is a Washington non-
profit corporation and a potential creditor of the Diocese of
Spokane's estate.

Catholic Charities occupied the Cedar Street Property from World
War II to 2004.  Catholic Charities, Inc., as its sole expense,
improved and maintained the Property with the understanding that
it was the beneficial and equitable owner of all interest in the
Property to the exclusion of all others including the Diocese.

Among other things, Catholic Charities remodeled the premises on
three different occasions and significantly expanded and improved
the structures on the Property.

Christopher J. Kerley, Esq., at Keefe, King & Bowman, P.S., in
Spokane, Washington, tells Judge Williams of the U.S. Bankruptcy
Court for the Eastern District of Washington that Catholic
Charities, Inc., has a claim to, and an interest in, the Property,
which is not addressed in the Diocese's Sale Request.

Catholic Charities, Inc., objects to the sale to the extent that
any money derived from the Sale is used to pay for administrative
expenses.  

The money from the Sale should be sequestered to pay creditors
including Catholic Charities, Mr. Kerley says.

(b) The Official Committee of Tort Litigants

James Stang, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub PC, in Los Angeles, California, states that the
Official Committee of Tort Litigants disapproves the use of the
net sale proceeds without restriction.

The Litigants Committee asks Judge Williams to direct the Diocese
to deposit the net proceeds of the sale into a segregated interest
bearing account pending further Court order.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane FCR Wants to Hire Daniel Brown as Expert
-----------------------------------------------------------------
Gayle E. Bush, the Future Claims Representative appointed in the
Diocese of Spokane's case, requires the assistance of an expert to
advise him with respect to trauma resulting from childhood sexual
abuse and the issues relating to the abuse.  This is particularly
important in light of the Diocese of Spokane's attempt to bar the
claims of a certain class of individuals represented by the FCR.

Hence, Mr. Bush seeks authority from the U.S. Bankruptcy Court for
the Eastern District of Washington to retain Daniel Brown, Ph.D.,
as his consultant.

Dr. Brown is a licensed psychologist with extensive experience in
the areas of trauma treatment, psychiatry, and the law.  Dr. Brown
is an Assistant Clinical Professor in Psychology at Harvard
Medical School.

As the FCR's consultant, Dr. Brown will provide advice and
consultation services with respect to childhood sexual abuse
issues and consequences experienced by victims.

Dr. Brown will be retained going forward on an hourly basis.  The
FCR did not disclose Mr. Brown's fee.

Devra D. Featheringill, Esq., at Bush Strout & Kornfeld, discloses
that Dr. Brown has provided services to certain counsel for tort
claimants in Spokane's Chapter 11 case.  

However, Ms. Featheringill assures Judge Williams that Dr. Brown
is "disinterested" as that term is defined in Section 101(14) of
the Bankruptcy Code as modified by Section 1107, and does not hold
any interest adverse to Spokane's case.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CELL WIRELESS: Releases Third Quarter 2005 Financial Results
------------------------------------------------------------
Cell Wireless Corporation delivered its quarterly report on Form
10-QSB for the quarter ending Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 17, 2005.

During the three-month period ended September 30, 2005, the
company generated $717,818 of revenues compared to $2,125,656
during the same period in 2004, a $1,407,838, or a 66% decrease.  
Net loss for the 2005 period totaled $377,792, compared to
$518,184 net income for the three-month period ended September 30,
2004.

As of September 30, 2005, the company had current assets of
$142,156 and current liabilities of $1,550,875, which resulted in
a negative working capital position of $1,408,720.

A full-text copy of the regulatory filing is available at no
charge at http://researcharchives.com/t/s?368

                     Going Concern Doubt

David L. Shorey, CPA, has expressed substantial doubt about Cell
Wireless' ability to continue as a going concern after it audited
the company's financial statements for the fiscal year ended
Dec. 31, 2004.  The auditors pointed to the company's difficulties
in generating sufficient cash flows to meet its obligations and
the Company's dependence upon management's ability to develop
profitable operations.  Nine months after this report, the Company
is continuing to finance its operations out of its business cash
flow.

Cell Wireless Corporation -- http://www.cellwireless.com/-- is an  
international telecommunications company with innovative,
proprietary software, operating on one of the U.S.'s largest
communication platforms serving 14 million residential customers
and more than 1 million coveted corporate customers. Cell Wireless
Corporation operates a dynamic network marketing and cell phone
time distribution program worldwide.


CENTILLION INDUSTRIES: Lender Issues Default Notice to MPC Unit
---------------------------------------------------------------
MPC Circuits Ltd., a wholly owned subsidiary of Centillion
Industries Inc. (TSX VENTURE:CID), received notice from its long-
term lender that it is in default under the terms of its long-term
debt.  The lender has called the loan as payable immediately,
failing which it has the right to exercise remedies available to
it to recover payment of the indebtedness.  The debt owing is
$445,000 plus interest.  MPC is actively investigating
alternatives to this financing.

At the same time, Centillion is considering its longer-term
involvement in the electronics fabrication industry.  Centillion
has been actively pursuing a combination of acquisition,
manufacturing and marketing agreement with a US-based company,
Estari Inc.  Estari has developed a dual-screen computer and
software package which provides enhanced workspace, multi-tasking
and mobile capabilities.  Centillion expects these agreements with
Estari will provide revenue and margin growth.  "Centillion's
focus as a manufacturing and integration company is well served by
the Estari product line" said Wray Hodgson, President of
Centillion.  "The corporation's narrowing focus continues to be on
increasing it's long term growth and profitability, and this
involves moving towards a more product based offering such as our
new Estari product line", Mr. Hodgson added.

Centillion Industries Inc. -- http://www.centillionindustries.com/
-- is a marketing, distribution and manufacturer of purpose-
designed components and manufacturing services for use in a broad
range of commercial, consumer and industrial products.  Centillion
Industries is listed for trading on the TSX Venture Exchange.


CHL MORTGAGE: S&P Raises Low-B Ratings on Three Cert. Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on nine
classes from two CHL Mortgage Pass-Through Trust transactions.  At
the same time, ratings are affirmed on the remaining classes from
these transactions.
     
The raised ratings are the result of updated loan-by-loan analyses
performed on the mortgage pools.  The loss coverage levels derived
from the new analyses are significantly lower than the original
levels at issuance, primarily due to loan seasoning,   
performance-based updated borrower quality scores, and lower LTV
ratios resulting from property value appreciation.  Standard &
Poor's raised certain ratings to reflect the credit support
provided at the new, lower loss coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor these transactions to ensure that the
assigned ratings accurately reflect the associated risks.
     
                         Ratings Raised
   
                 CHL Mortgage Pass-Through Trust

                                        Rating
                                        ------
           Series      Class        To          From
           ------      -----        --          ----
           2003-J7     M            AA+         AA
           2003-J7     B-1          AA          A
           2003-J7     B-2          A           BBB
           2003-J7     B-3          BBB         BB
           2003-J7     B-4          BB+         B
           2003-J8     M            AA+         AA
           2003-J8     B-1          AA          A
           2003-J8     B-2          A-          BBB
           2003-J8     B-3          BBB         BB
              
                        Ratings Affirmed
   
                 CHL Mortgage Pass-Through Trust

    Series     Class                                   Rating
    ------     -----                                   ------
    2003-J7    1-A-1, 1-A-2, 1-A-3, 1-X, 2-A-1, 2-A-2  AAA
    2003-J7    2-A-3, 2-A-5, 2-A-6, 2-A-7, 2-A-8       AAA
    2003-J7    2-A-9, 2-A-10, 2-A-11, 2-A-12, 2-A-13   AAA
    2003-J7    2-A-14, 2-X, 3-A-1, 3-A-2, 3-A-3, 3-X   AAA
    2003-J7    4-A-1, 4-A-2, 4-A-3, 4-X, PO            AAA
    2003-J8    1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-X, 2-A-1  AAA
    2003-J8    2-X, PO                                 AAA
    2003-J8    B-4                                     B


CITIGROUP MORTGAGE: S&P Affirms BB+ Rating on Class M-7 Certs.
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of certificates from Citigroup Mortgage Loan Trust Inc.'s
series 2003-HE2.  At the same time, the ratings are affirmed on
the remaining classes from this transaction.

The raised ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the new analysis are lower than the original levels
at issuance, primarily due to loan seasoning, updated FICO scores,
and lower loan-to-value ratios resulting from property value
appreciation.  Standard & Poor's raised certain ratings to reflect
the credit support provided at the new, lower loss coverage
levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor this transaction to ensure that the
assigned ratings accurately reflect the associated risks.
   
                         Ratings Raised
   
               Citigroup Mortgage Loan Trust Inc.
     Asset Backed Pass-Through Certificates Series 2003-HE2
   
                                   Rating
                                   ------
                  Class        To          From
                  -----        --          ----
                  M-1          AAA         AA-
                  M-2          AA+         A
                  M-3          AA          A-
                  M-4          A+          BBB+
                  M-5          A           BBB
                  M-6          BBB+        BBB-
   
                        Ratings Affirmed
   
               Citigroup Mortgage Loan Trust Inc.
     Asset Backed Pass-Through Certificates Series 2003-HE2
   
                       Class       Rating
                       -----       ------
                       A           AAA
                       M-7         BB+


CLEARLY CANADIAN: Sept. 30 Equity Deficit Narrows to $196,000
-------------------------------------------------------------
Clearly Canadian Beverage Corporation (OTCBB:CCBEF) reported
unaudited consolidated financial results for its third fiscal
quarter ended Sept. 30, 2005.

Sales were $2,897,000 for Q3-2005 compared with $3,273,000 for Q3-
2004, a decrease of 11%.  This decline in sales is attributable to
the cumulative impact of significantly reduced sales and marketing
activities in recent years.  This has been a direct result of
working capital constraints which the company has attempted to
address, in part, through the Company's recently completed
financings with BG Capital Group Ltd.

There were no significant changes in the company's cost of sales
and gross margin percentages.  Cost of sales percentage was 69%
for Q3-2005 compared with 67% for Q3-2004 while gross margin
percentage was 31% for Q3-2005, versus 33% for Q3-2004.

General and administrative expenses were $15,000 lower in Q3-2005
compared with Q3-2004, as a result of ongoing cost control
measures.

Selling expenses of $926,000 in Q3-2005 were approximately 32% of
sales, compared with $822,000 or approximately 25% of sales in Q3-
2004.  The increase in the percentage of sales expended on selling
expenses is a reflection of the increased cost associated with
attempting to maintain market share in a competitive business
throughout North America.  In the third quarter, the company
increased its selling expenses in the South Central region of the
United States, coinciding with its increased distribution efforts
with Dr Pepper Seven Up Bottling Group in the region.  These
efforts resulted in sales growth in the region in the third
quarter of 2005, as compared with the same period in 2004,
however, the Company's sales declined in the third quarter in the
Northeast and Pacific Northwest regions of the United States which
offset the gains from the South Central region.

The loss for the period for Q3-2005 was $1,462,000 compared with a
Q3-2004 loss of $645,000.  The loss for the current quarter
includes one-time expenses of:

    a) $231,000 stock compensation expense in Q3-2005 (Q3-2004:
       $9,000) which represents the non-cash value attributed to
       certain stock options granted during Q3-2005 in connection
       with the Company's recent financing with BG Capital;

    b) $567,000 restructuring cost in connection with the
       amendment of certain consulting contracts and lease
       obligations.

"These one-time expenses are part of the Company's restructuring
plan and will further our goal of obtaining profitability. In the
third quarter, we saw a positive increase in sales in key selling
regions, attributable to the appointment of new distributors and
new account initiatives in the South Central, Northern California
and Nevada regions of the United States.  While these signs of
growth are encouraging, we have experienced a drop in sales in the
Northeast and Pacific Northwest regions of the United States.  We
are addressing these concerns in those areas through new
distribution partnerships and direct to retail selling," said
Brent Lokash, President of Clearly Canadian Beverage Corporation.
"In the remainder of 2005, we will continue in our efforts to
expand availability of the Clearly Canadian brand and to develop
exciting new product and sales initiatives that will focus on
growth, innovation and profitability in the future," said Mr.
Lokash.

Sales were $7,186,000 for YTD-2005 compared with $9,338,000 for
YTD-2004, a decrease of 23%.  In addition to the cumulative impact
of reduced sales and marketing activities in recent years, the
company's financial condition in the first six months of 2005 did
not allow for planned sales initiatives to support the spring and
summer selling period.  In the third quarter, the Company
increased its selling expenses in the South Central region of the
United States, coinciding with its increased distribution efforts
with the Dr Pepper Seven Up Bottling Group in that region.  These
efforts resulted in growth in the South Central region in the
third quarter as compared with the same period in 2004, however,
the Company's sales declined in the third quarter in the Northeast
and Pacific Northwest regions of the United States which offset
those gains.

There was no significant change in the Company's cost of sales and
gross margin percentages in YTD-2005 compared with YTD-2004.

Selling expenses of $2,392,000 in YTD-2005 were approximately 33%
of sales, compared with $2,409,000 or approximately 26% of sales
in YTD-2004.  The increase in the percentage of sales expended on
selling expenses is a reflection of the increased cost associated
with attempting to maintain market share in a competitive business
throughout North America.  During the balance of 2005, the Company
will continue to monitor its selling expenses, and plan for its
new brand initiatives in 2006.

The loss for the nine months ended September 30, 2005 was
$4,021,000, as compared with $1,935,000 for the nine months ended
September 30, 2004.  The loss in the period was higher by
$1,675,000 due the impact of one-time charges of:

    a) $220,000 gain on settlement of debt in YTD-2005 (YTD-2004:
       $Nil) which was realized on obtaining reductions in certain
       accounts owing to creditors concurrent with the Company's
       recent restructuring;

    b) $1,328,000 stock compensation expense in YTD-2005 (YTD-
       2004: $9,000) which represents the non-cash value
       attributed to certain stock options granted in connection
       with the Company's recent financing with BG Capital; and

    c) $567,000 one-time restructuring cost in YTD-2005 (YTD-2004:
       Nil) in connection with the amendment of certain consulting
       contracts and lease obligations.

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation --
http://www.clearly.ca/-- markets premium alternative beverages  
and products, including Clearly Canadian(R) sparkling flavoured
water and Clearly Canadian O+2(R) oxygen enhanced water beverage,
which are distributed in the United States, Canada and various
other countries.  Since its inception, the Clearly Canadian brand
has sold over 90 million cases equating to over 2 billion bottles
worldwide.

At Sept. 30, 2005, Clearly Canadian Beverage Corporation's balance
sheet showed a $196,000 stockholders' deficit compared to a
$3,515,000 deficit at Dec. 31, 2004.


COLLINS & AIKMAN: Union Won't Object To, But Doesn't Endorse, KERP
------------------------------------------------------------------
The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
does not object to the Key Employee Retention Program proposed by
Collins & Aikman Corporation and its debtor-affiliates.  But it
doesn't mean that it is endorsing the KERP.

As reported in the Troubled Company Reporter on Nov. 14, 2005, the
Debtors sought authority from the U.S. Bankruptcy Court for the
Eastern District of Michigan to implement a Key Employee Retention
Program.  

The Debtors developed a key employee retention program to stem
attrition and retain the valuable knowledge and experience of the
remaining officers and key employees, and assist the Debtors with
retaining certain employees during plant consolidations.  The KERP
contains provisions to authorize the Debtors to provide limited
severance and retention bonuses to salaried and hourly employees
in connection with plant closings.

                       Union Comments

The United Steelworkers union is the bargaining agent of
approximately 2,800 production and maintenance employees employed
by the Debtors and its non-debtor affiliate Collins & Aikman
Canada, Incorporated.

"While the KERP may today represent the product of the Debtors'
business judgment, the KERP may ultimately prove to be an
impediment to reorganization if hourly employees and retirees are
asked to accept concessions even though management has opted to
deal itself generous retention and severance payments.
Management should bear this in mind as it develops its labor
strategy and considers the relationship that it wishes to pursue
with the United Steelworkers and the other labor organizations
that represent its employees," Bruce Miller, Esq., at Detroit,
Michigan, says.

According to Mr. Miller, the KERP likely would not pass muster
had the Debtors' cases been filed after October 17, 2005, the
date on which the Bankruptcy Abuse Prevention and Consumer
Protection Act of 2005 took effect.  "Indeed, the KERP is
precisely the sort of program that Congress sought to limit."

Section 331 of the BAPCPA forbids a debtor from establishing a
retention program for insiders unless the debtor is able to
establish that the transfer is "essential to the retention of the
person because the individual has a bona fide job offer from
another business at the same or greater rate of compensation,"
that the insider's "services . . . are essential to the survival
of the business," and the program meets certain financial limits
that compare the program to similar benefits offered either
prepetition or to non-management employees.

Section 331 also forbids the creation of a new severance payments
unless "the payment is part of a program that is generally
applicable to all full-time employees" and is not greater than 10
times "the amount of the mean severance pay given to non-
management employees during the calendar year in which the
payment is made."

Section 331 further forbids transfers made outside the ordinary
course of business that "are not justified by the facts and
circumstances of the case."

Mr. Miller notes that the Company's executives and managers
appear to have benefited from the serendipity of the petition
date of the Debtors' cases.

The Union hopes that the KERP is the "first and last cash grab by
management" in the Debtors' cases, Mr. Miller says.

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)


COLUMN CANADA: S&P Raises Low-B Ratings on Two Certificate Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of Column Canada Issuer Corp.'s commercial mortgage   
pass-through certificates from series 2002-CCL1.  Concurrently,
ratings are affirmed on five 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 Nov. 14, 2005, the collateral pool consisted of 53 loans
with an aggregate principal balance of CDN$289.8 million, down
from C$310.1 million at issuance.  The master servicer, GMAC
Commercial Mortgage Corp., provided interim-period and year-end
2004 net cash flow debt service coverage figures for 90.5% of the
pool.  Based on this information, Standard & Poor's calculated a
weighted average NCF DSC of 1.67x, up from 1.50x at issuance.  The
trust has experienced no losses to date, and one loan has been
defeased.  There are no delinquent loans, and no loans are with
the special servicer.

The top 10 loans have an aggregate outstanding balance of
CDN$130.4 million.  The weighted average DSC for the top 10 loans
is 1.56x, up from 1.49x at issuance.  Only one of these loans
appears on the watchlist and is discussed below.  Standard &
Poor's reviewed recent property inspections for all of the assets
underlying the top 10 loans, and all the properties were
characterized as either "excellent," "good," or "fair."
     
GMACCM's watchlist consists of four loans with an aggregate
outstanding balance of CDN$19.2 million.  The fifth-largest loan
in the pool, Travelodge Airport, has a balance of CDN$13.2
million.  A 283-unit hotel in Toronto, Ontario, secures this loan,
which appears on the watchlist due to a low DSC.  The loan
reported a 2004 DSC of 1.10x, down from 1.54x at issuance.  A
slight drop in revenue and an increase in expenses since issuance
have contributed to the decline in the DSC.  The remaining loans
appear on the watchlist due to low DSC levels.

The trust collateral is located across four provinces.  Ontario
and Quebec account for the majority of the pool balance.  Property
concentrations greater than 10% of the pool balance are found in
retail, office, and health care.
    
                         Ratings Raised
   
                   Column Canada Issuer Corp.
Commercial Mortgage Pass-Through Certificates Series 2002-CCL1
   
                       Rating
                       ------
         Class     To          From   Credit enhancement
         -----     --          ----   ------------------
         B         AAA         AA                 13.91%
         C         AA+         A                  10.97%
         D         A-          BBB                 6.96%
         E         BBB+        BBB-                6.15%
         F         BB+         BB                  4.28%
         G         BB          BB-                 3.48%
            
                        Ratings Affirmed
    
                   Column Canada Issuer Corp.
Commercial Mortgage Pass-through Certificates Series 2002-CCL1
    
               Class   Rating   Credit enhancement
               -----   ------   ------------------
               A-1     AAA                  16.85%
               A-2     AAA                  16.85%
               H       B                     2.14%
               J       B-                    1.71%
               A-X     AAA                    N/A
                  
                      N/A - Not applicable.


COMM 2005-FL11: Fitch Rates $77.7 Mil. Class Certificates at Low-B
------------------------------------------------------------------
COMM 2005-FL11 commercial mortgage pass-through certificates are
rated by Fitch Ratings:

     -- $960,136,000 class A-1 'AAA';
     -- $320,046,000 class A-J 'AAA';
     -- $1,673,440,972 class X-1 (1) 'AAA';
     -- $41,500,000 class X-2-CB (1) 'AAA';
     -- $1,420,422,500 class X-2-DB (1) 'AAA'
     -- $211,518,472 class X-2-SG (1) 'AAA';
     -- $41,500,000 class X-3-CB (1) 'AAA';
     -- $1,420,422,500 class X-3-DB (1) 'AAA';
     -- $211,518,472 class X-3-SG (1) 'AAA';
     -- $46,019,000 class B 'AA+';
     -- $52,296,000 class C 'AA';
     -- $35,560,000 class D 'AA-';
     -- $46,020,000 class E 'A+';
     -- $41,836,000 class F 'A';
     -- $35,560,000 class G 'A-';
     -- $31,377,000 class H 'BBB+';
     -- $35,561,000 class J 'BBB';
     -- $37,652,000 class K 'BBB-';
     -- $31,377,972 class L 'BBB-';
     -- $5,000,000 class M-SHI 'BBB-';
     -- $5,000,000 class M-COP 'BBB-';
     -- $12,700,000 class M-GP 'AA+';
     -- $18,800,000 class N-GP 'AA-';
     -- $22,200,000 class O-GP 'A+';
     -- $28,500,000 class P-GP 'A-';
     -- $15,400,000 class Q-GP 'BBB+'
     -- $21,100,000 class R-GP 'BBB';
     -- $28,600,000 class S-GP 'BBB-';
     -- $31,900,000 class T-GP 'BB+';
     -- $32,400,000 class U-GP 'BB';
     -- $13,400,000 class V-GP 'B+'.

(1) Notional amount and interest only.

All classes are privately placed pursuant to Rule 144A of the
Securities Act of 1933.  With the exception of the M-SHI and M-COP
certificates, which represent an interest in a subordinate note
secured by the SHC REIT-Intercontinental Portfolio Loan and the
Crescent Office Portfolio Loan, respectively, the certificates
represent beneficial ownership interest in the trust, primary
assets of which are 17 floating-rate loans having an aggregate
principal balance of approximately $1,683,440,972, as of the
cutoff date.

For a detailed description of Fitch's rating analysis, see the
report 'COMM 2005-FL11' dated Nov. 9, 2005 and available on the
Fitch Ratings Web site at http://www.fitchratings.com/


COMPASS MINERALS: S&P Rates Proposed $450MM Sr. Sec. Loan at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Compass Minerals International Inc. and its
operating subsidiary and rating identity Compass Minerals Group
Inc.
     
At the same time, Standard & Poor's assigned a 'BB-' rating and a
recovery rating of '1' to Compass Minerals' proposed $450 million
senior secured bank credit facility, indicating the expectation of
full recovery of principal in the event of a payment default.  
Standard & Poor's also affirmed its 'B-' rating on the company's
discount notes.  The outlook is positive.
     
Compass Minerals International had approximately $590 million in
total debt as of Sept. 30, 2005.  The Overland Park, Kansas-based
company expects to use borrowings under its proposed $450 million
credit facility to tender for its $325 million senior subordinated
notes due 2011 and repay some borrowings under its existing bank
credit facility.  The rating on the proposed $450 million bank
loan is based on preliminary terms and conditions and is subject
to review once full documentation is received.  The rating on the
$325 million subordinated notes due 2011 will be withdrawn upon
successful completion of the proposed refinancing.

"Ratings on Compass Minerals may be raised in the next couple of
years if the company successfully refinances its high-coupon
discount notes at significantly lower rates, maintains currently
higher levels of performance, and improves its credit metrics in
the face of higher capital spending, possible negative
discretionary cash flow and its accreting discount notes,"
said Standard & Poor's credit analyst Paul Vastola.  "The outlook
could be revised to stable if the company's debt levels rise as a
result of increased margin pressures and greater-than-expected
spending levels that weaken its overall performance."

Compass Minerals is the third-largest producer of salt in North
America and the largest producer of salt in the U.K.  It is also
the largest North American producer of sulfate of potash
fertilizer, a niche market that generates about 15% of revenues.  
Compass Minerals produces salt for highway de-icing, food-grade
applications, water conditioning, and other industrial uses.  
Although salt production is highly seasonal, it is not cyclical.


CONSTELLATION BRANDS: Regulators Approve Vincor Acquisition
-----------------------------------------------------------
Constellation Brands, Inc., (NYSE: STZ, ASX: CBR) received
approval from the Investment Review Division of Industry Canada to
acquire Vincor International Inc.  In addition, Constellation
Brands also received a "no action" letter from Canada's
Competition Bureau, further clearing the way for the acquisition.

The statutory waiting period in the United States under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired
so that the Act poses no barrier to Constellation Brands
proceeding with the acquisition.  Constellation Brands does not
expect to encounter any regulatory barriers to close the
transaction to acquire Vincor.

During its review, under the Investment Canada Act, Constellation
Brands agreed to a number of negotiated enforceable commitments
consistent with its intentions to grow Vincor's business.  These
commitments assisted the Minister of Industry in determining that
the investment is of net benefit to Canada.

As reported in the Troubled Company Reporter on Oct. 20, 2005, the
Company offered to buy all of Vincor's outstanding common shares.

Citigroup Global Markets Inc. is Constellation's financial advisor
for the offer.  Osler, Hoskin & Harcourt LLP, Wachtell, Lipton,
Rosen & Katz and Nixon Peabody LLP are the Company's legal
counsel.

Constellation Brands intends to support the growth of Vincor's
Canadian business domestically and internationally.  Its
management has also provided commitments regarding the maintenance
of all Vincor's wineries, warehouses and vineyards in Canada, as
well as to maintain virtually the same management teams at those
facilities.  Upon successful completion of the transaction,
Constellation Brands plans to integrate Vincor into its
international wine business as expeditiously as possible.

Constellation Brands, Inc. -- http://www.cbrands.com/-- is a
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories. Well-known brands in Constellation's
portfolio include: Corona Extra, Corona Light, Pacifico, Modelo
Especial, Negra Modelo, St. Pauli Girl, Tsingtao, Black Velvet,
Fleischmann's, Mr. Boston, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Stowells,
Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert
Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi
Private Selection, Blackstone, Ravenswood, Estancia, Franciscan
Oakville Estate, Simi and Robert Mondavi Winery brands.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Standard & Poor's Ratings Services assigned its 'BB' rating to
Constellation Brands Inc.'s proposed $4.1 billion senior secured
credit facilities.  

As reported in the Troubled Company Reporter on Nov. 16, 2005,
Moody's Investors Service assigned a (P)Ba2 rating to
Constellation Brands, Inc.'s proposed $1.2 billion senior secured
credit facility, proceeds of which are to be used to finance the
potential purchase of Vincor International Inc. -- no debt rated
by Moody's -- for approximately $1.2 billion.  


Moody's assigned these ratings:

   * (P)Ba2 for the proposed $1.2 billion incremental senior
     secured credit facility consisting of:

     -- a $300 million tranche A2 term loan, maturing in 2010, and
     -- a $900 million tranche C term loan, maturing in 2012

These ratings were confirmed:

   * Ba2 Corporate Family Rating

   * $2.9 billion senior secured credit facility consisting of a:

     -- $500 million revolver,
     -- $600 million tranche A1 term loans, and
     -- $1.8 billion tranche B term loans, Ba2

   * $200 million 8.625% senior unsecured notes, due 2006, Ba2

   * $200 million 8% senior unsecured notes, due 2008, Ba2

   * GBP 80 million 8.5% senior unsecured notes, due 2009, Ba2

   * GBP 75 million 8.5% senior unsecured notes, due 2009, Ba2

   * $250 million 8.125% senior subordinated notes, due 2012, Ba3

The ratings outlook is changed to negative from stable.

The Speculative Grade Liquidity rating is SGL-2.


CONSTELLATION BRANDS: Ups Vincor Buy-Out Offer to C$33 Per Share
----------------------------------------------------------------
Constellation Brands, Inc., reported its best and final offer of
C$33.00 cash per share for all of the common shares of Vincor
International Inc. (TSX: VN).

This enhanced offer provides a 48 percent premium above the
closing price of Vincor's common shares on the Toronto Stock
Exchange on Sept. 8, 2005, the day before Constellation first
proposed a transaction to Vincor.

"In the absence of cooperation by Vincor, C$33 is Constellation's
best and final offer," stated Richard Sands, Constellation Brand's
chairman and chief executive officer.  "Vincor's board has had
more than enough time to surface any other alternatives and the
time has come for the shareholders of Vincor to decide.  We do not
need any additional information from Vincor to offer this price
and are prepared to complete this transaction successfully on
December 8, or let our offer expire".

As required by securities regulations, the enhanced offer price
extends the expiration date for tendering shares under the offer
until midnight, Dec. 8, 2005.  Upon receipt of the 66-2/3 percent
of Vincor's shares by the expiration date, as required by the
offer, Constellation expects to take up and pay for all Vincor
shares tendered by Dec. 13, 2005.

Constellation does not expect that any remaining conditions will
impede the closing of this transaction.  As previously announced,
Vincor's board waived the application of its shareholder rights
plan to Constellation's offer, which it adopted in September
with the stated purpose of allowing Vincor time to pursue
value-maximizing alternatives. No other "superior" transaction has
been announced in this time.

Despite repeated attempts since early September, Constellation has
been unable to negotiate a transaction with the Vincor board of
directors.  As recently as November 25, Constellation communicated
to Vincor's board that following confirmatory due diligence
Constellation would be prepared to offer shareholders C$35 per
share in a board-supported transaction pursuant to which Vincor
would provide customary cooperation.  That proposal was rejected
by Vincor's board.

"We remain hopeful that Vincor's board will reconsider its
position and offer its support and cooperation, in addition to
confirmatory due diligence, so that a C$35 per share cash offer
can be made," stated Sands.  "If the Vincor board does not do so
prior to December 8, Constellation's C$33 per share cash offer
stands as our best and final."

Constellation Brands, Inc. -- http://www.cbrands.com/-- is a
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories. Well-known brands in Constellation's
portfolio include: Corona Extra, Corona Light, Pacifico, Modelo
Especial, Negra Modelo, St. Pauli Girl, Tsingtao, Black Velvet,
Fleischmann's, Mr. Boston, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Stowells,
Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert
Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi
Private Selection, Blackstone, Ravenswood, Estancia, Franciscan
Oakville Estate, Simi and Robert Mondavi Winery brands.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Standard & Poor's Ratings Services assigned its 'BB' rating to
Constellation Brands Inc.'s proposed $4.1 billion senior secured
credit facilities.  

As reported in the Troubled Company Reporter on Nov. 16, 2005,
Moody's Investors Service assigned a (P)Ba2 rating to
Constellation Brands, Inc.'s proposed $1.2 billion senior secured
credit facility, proceeds of which are to be used to finance the
potential purchase of Vincor International Inc. -- no debt rated
by Moody's -- for approximately $1.2 billion.  


Moody's assigned these ratings:

   * (P)Ba2 for the proposed $1.2 billion incremental senior
     secured credit facility consisting of:

     -- a $300 million tranche A2 term loan, maturing in 2010, and
     -- a $900 million tranche C term loan, maturing in 2012

These ratings were confirmed:

   * Ba2 Corporate Family Rating

   * $2.9 billion senior secured credit facility consisting of a:

     -- $500 million revolver,
     -- $600 million tranche A1 term loans, and
     -- $1.8 billion tranche B term loans, Ba2

   * $200 million 8.625% senior unsecured notes, due 2006, Ba2

   * $200 million 8% senior unsecured notes, due 2008, Ba2

   * GBP 80 million 8.5% senior unsecured notes, due 2009, Ba2

   * GBP 75 million 8.5% senior unsecured notes, due 2009, Ba2

   * $250 million 8.125% senior subordinated notes, due 2012, Ba3

The ratings outlook is changed to negative from stable.

The Speculative Grade Liquidity rating is SGL-2.


CONTECH CONSTRUCTION: Apax Offers $1 Billion for Majority Interest
------------------------------------------------------------------
CONTECH Construction Products Inc. disclosed that funds advised by
Apax Partners, L.P., will acquire a majority ownership interest in
the company.

The transaction, which is expected to close in January 2006, has a
total enterprise valuation of in excess of $1 billion.  Members of
CONTECH management will invest in the recapitalized company,
giving them a significant minority ownership interest.

"The CONTECH management team selected Apax Partners as our partner
because they share our vision for CONTECH's future growth,"
Patrick Harlow, Chairman and chief executive officer of CONTECH
Construction Products Inc., said.  "Apax Partners brings strong
financial resources and well-established international presence
that will help CONTECH develop into a multi-billion dollar global
leader in construction products.

CONTECH's attractive growth has been driven by high-growth
construction markets such as environmental stormwater management,
engineered spans, and earth stabilization and erosion control.  
CONTECH's national sales and marketing organization of more than
450 people and the quality and breadth of services they provide
has been a key factor in the company's success.

Mr. Harlow and the rest of the CONTECH executive management team
will continue to serve in their current capacities upon completion
of the transaction.

"This is an important transaction for Apax Partners, as it further
strengthens our focus on relationship investing in an industry
sector where we have deep experience," Apax Partners, L.P. co-CEO,
John Megrue commented.

David Kim, partner, Apax Partners, added, "CONTECH is an
outstanding company that, under the leadership of Pat Harlow and a
very talented management team, has achieved exceptional results in
sales and profitability through both acquisitions and organic
growth.  I've known Pat for a long time, and I have an incredible
level of respect and admiration for him. We are fortunate to have
the opportunity to partner with Pat and his team."

Wachovia Securities is providing advisory services to Apax
Partners as well as leading the senior financing for the
transaction.  Goldman Sachs Mezzanine Partners will be leading the
mezzanine financing for the transaction.  Ropes & Gray LLP is
serving as legal counsel to both Apax Partners and CONTECH.

CONTECH Construction Products Inc. -- http://www.contech-cpi.com/
-- Ohio-based CONTECH designs, manufactures and distributes
specialty construction products sold to the civil engineering
infrastructure sector of the heavy construction industry.  The
company provides stormwater management and treatment systems,
bridge structures, earth stabilization and erosion control
solutions and corrugated metal and plastic pipe. Its product
portfolio is based on more than a century of research and
practical field experience serving both the public sector and
private development site- improvement markets.  CONTECH-owned
companies include Armortec, BridgeTek, CON/SPAN, Continental,
Keystone Retaining Walls, Steadfast, and Stormwater360.

                        *     *     *

As reported in the Troubled Company Reporter on June 27, 2005,
Moody's Investors Service rated CONTECH Construction Products
Inc.'s $450 million senior secured credit facilities Ba3.  The
affirmation of the rating considers:

   * the company's strong operating performance;

   * competitive market position; and

   * the expectation for continued strong demand in the company's
     end markets.

The affirmation also considers the company's high debt balances,
and generally weak balance sheet.

These ratings have been affirmed:

   * $125 million senior secured revolver, due 2009, rated Ba3;

   * $325 million senior secured term loan B, due 2010, rated Ba3;

   * Corporate Family Rating (previously called the Senior Implied
     rating), rated Ba3;

   * Senior Unsecured Issuer, rated B1.

Moody's said the ratings outlook remains stable.


CONTECH CONSTRUCTION: Apax Equity Buy Spurs S&P to Review Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and other ratings on West Chester, Ohio-based Contech
Construction Products Inc. on CreditWatch with negative
implications.  The CreditWatch placement followed the company's
Nov. 28, 2005, announcement that Apax Partners L.P. will acquire a
majority interest in Contech from Butler Capital Corp. for more
than $1 billion.
     
"The rating action reflects our expectations that the company is
likely to be more aggressively leveraged under the ownership of
the new equity sponsors," said Standard & Poor's credit analyst
Lisa Wright.  "We will evaluate the ratings when Contech's new
capital structure is known.  Our review will also consider any
change in business or financial strategies, including growth
objectives, financial policies, or liquidity that may occur
because of the change in ownership."
     
The transaction is expected to close in January 2006.

Contech, which manufactures and distributes specialty construction
products, had total debt of $311 million and debt to pro forma
last-12-months EBITDA of 2.9x at Sept. 30, 2005.


COUNTRYWIDE HOME: S&P Affirms Junk Rating on Class B-4 Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of mortgage pass-through certificates from two Alternative
Loan Trust transactions originated by Countrywide Home Loans Inc.  
At the same time, the ratings are affirmed on the remaining
classes from these transactions and from two other Alternative
Loan Trust transactions.
     
The raised ratings are the result of updated loan-by-loan analyses
performed on the mortgage pools.  The loss coverage levels derived
from the new analyses are significantly lower than the original
levels at issuance, primarily due to:

     * loan seasoning,

     * performance-based updated borrower quality scores, and

     * lower LTV ratios resulting from property value
       appreciation.

Standard & Poor's raised certain ratings to reflect the credit
support provided at the new, lower loss coverage levels.

The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor these transactions to ensure that the
assigned ratings accurately reflect the associated risks.
     
                         Ratings Raised
   
                     Alternative Loan Trust

                                         Rating
                                         ------
           Series      Class         To          From
           ------      -----         --          ----
           2003-J1     B-1           A+          A
           2003-17T2   M             AAA         AA
           2003-17T2   B-1           AA          A
              
                        Ratings Affirmed
   
                     Alternative Loan Trust
   
          Series     Class                       Rating
          ------     -----                       ------
          2003-J1    1-A-1, 1-A-2, 1-A-3, 1-A-4  AAA
          2003-J1    1-A-5, 1-A-6, 1-A-7, 1-A-8  AAA
          2003-J1    1-A-9, 2-A-1, 2-A-2, 2-A-3  AAA
          2003-J1    2-X, 3-A-1, 3-A-2, 3-A-3    AAA
          2003-J1    3-X, 4-A-1, 4-X, PO         AAA
          2003-J1    M                           AA
          2003-J1    B-2                         BBB
          2003-J1    B-3                         BB
          2003-J1    B-4                         B
          2003-5T2   A-1, A-2, A-3, A-4, A-6     AAA
          2003-5T2   A-8, PO, M                  AAA
          2003-5T2   B-1                         AA
          2003-5T2   B-2                         BBB
          2003-5T2   B-3                         BB
          2003-5T2   B-4                         CCC
          2003-17T2  A-1, PO                     AAA
          2003-17T2  B-2                         BBB
          2003-17T2  B-3                         B
          2003-19CB  1-A-1, 2-A-1, 3-A-1, 3-A-2  AAA
          2003-19CB  3-A-3, PO                   AAA
          2003-19CB  M                           AA
          2003-19CB  B-1                         A
          2003-19CB  B-2                         BBB
          2003-19CB  B-3                         BB
          2003-19CB  B-4                         B          


CURON MEDICAL: Has Six Months to Regain Compliance, Nasdaq Says
---------------------------------------------------------------
Curon Medical, Inc. (Nasdaq: CURN) received a six-month extension
of its Nasdaq listing on Nov. 22, 2005.  By May 11, 2006, the
Company will have to maintain a closing bid price of at least
$1.00 for a minimum of 10 consecutive trading days to avoid
delisting.

                     Reverse Stock Split

At its 2005 Annual Stockholders' Meeting, the Company received
approval to implement up to a one-for-four reverse stock split,
which the Company maintains as an option for establishing
compliance with the Nasdaq listing requirement.

Alistair McLaren, Vice President and Chief Financial Officer of
Curon Medical, said, "We are pleased to have received this
extension from Nasdaq as it affords our stockholders continued
access to our shares on the Nasdaq market."

The Company also announced that with the filing of its third
quarter 2005 Form 10-Q on Nov. 10, 2005, it had satisfied the
remaining requirement from Nasdaq's October 2004 continued listing
determination that it file its periodic SEC reports in a timely
manner for at least 12 consecutive months.

Curon Medical, Inc., -- http://www.curonmedical.com/-- develops,  
manufactures and markets innovative proprietary products for the
treatment of gastrointestinal disorders.  The Company's products
and products under development consist of radiofrequency
generators and single use disposable devices.  Its first product,
the Stretta System, received U.S. Food and Drug Administration
clearance in April 2000 for the treatment of gastroesophageal
reflux disease, commonly referred to as GERD.  The Company's Secca
System for the treatment of bowel incontinence received clearance
from the FDA in March 2002.  

                        *     *     *

                      Going Concern Doubt   

In its Form 10-K for the fiscal year ended Dec. 31, 2004, filed   
with the Securities and Exchange Commission, Curon Medical's   
auditors, PriceWaterhouseCoopers LLP, raised substantial doubt   
about the Company's ability to continue as a going concern due to   
Curon's recurring losses and negative cash flows from operations.

"As of December 31, 2004, we had cash and cash equivalents on hand   
of $5.9 million and working capital of $6.6 million," the Company   
disclosed in its Annual Report.  "We intend to finance our   
operations primarily through our cash and cash equivalents,   
marketable securities, future financing and future revenues.   
Although we recognize the need to raise funds in the near future,   
there can be no assurance that we will be successful in   
consummating any such transaction, or, if we did consummate such a   
transaction, that the terms and conditions of such financing will   
be favorable to us.  We believe that our cash balances will not be   
sufficient to fund planned expenditures in the third quarter of   
2005."


CVF TECHNOLOGIES: Equity Deficit Widens to $2.1 Mil. at Sept. 30
----------------------------------------------------------------
CVF Technologies Corporation (OTC Bulletin Board: CNVT) delivered
its financial statements for the quarter ended Sept. 30, 2005, to
the Securities and Exchange Commission on Nov. 14, 2005.  

The company reported a $86,071 net loss on $92,916 of sales for
the quarter ended Sept. 30, 2005.  At Sept. 30, 2005, the
company's balance sheet showed $2,415,885 in total assets and
$4,453,303 in total liabilities, resulting in a $2,100,873
stockholders' deficit.  CVF Technologies' Sept. 30 balance sheet
also showed strained liquidity with $320,860 in current assets
available to satisfy $3,705,628 of liabilities coming due within
the next 12 months.

Since CVF no longer consolidates Biorem's and SRE's revenues,
CVF's revenue for the nine months ended Sept. 30, 2005, was
$340,900 compared to revenues of $7,027,400 for the prior year's
period.  As a result of Biorem going public on Jan. 21, 2005,
CVF's 28% ownership position in Biorem is valued at approximately
$6.9 million as of Nov. 11, 2005.

A full-text copy of CVF Technologies Corporation's financial
statements for the quarter ended Sept. 30, 2005, is available at
no charge at http://ResearchArchives.com/t/s?35a

                      Going Concern Doubt

Sherb & Co., LLP, in Manhattan, the company's external auditor,
raised substantial doubt about CVF Technologies Corporation's
ability to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2004.  
Sherb & Co., pointed to CVF's recurring losses and working capital
deficiency.

Headquartered in Williamsville, New York, CVF Technologies
Corporation -- http://www.cvfcorp.com/-- is a technology  
development company, whose principal business is sourcing, funding
and managing emerging pre-public technology companies with
significant market potential.  Founded in 1989, CVF's holdings
include five companies involved primarily in environmental
technology products and services and information technology.


CWMBS INC: Fitch Puts Low-B Ratings on $1.3 Million Class B Certs.
------------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2005-29:

     -- $286.1 million classes A-1, A-2, X, PO and A-R senior
        certificates 'AAA';

     -- $6.9 million class M certificates 'AA';

     -- $1.9 million class B-1 certificates 'A';

     -- $1.0 million class B-2 certificates 'BBB';

     -- $894,000 class B-3 certificates 'BB';

     -- $447,000 class B-4 certificates 'B';

The 'AAA' rating on the senior certificates reflects the 4.00%
subordination provided by the 2.30% class M, the 0.65% class B-1,
the 0.35% class B-2, the 0.30% privately offered class B-3, the
0.15% privately offered class B-4 and the 0.25% privately offered
class B-5.  Classes M, B-1, B-2, B-3 and B-4 are rated 'AA', 'A',
'BBB', 'BB' and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also
reflect:

     * the quality of the underlying mortgage collateral,

     * the strength of the legal and financial structures and

     * the master servicing capabilities of Countrywide Home Loans
       Servicing LP, rated 'RMS2+' by Fitch, a direct wholly owned
       subsidiary of Countrywide Home Loans, Inc.

The certificates represent an ownership interest in a group of  
30-year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$298,011,016 as of the cut-off date, Nov. 1, 2005, secured by
first liens on one-to four-family residential properties.  The
mortgage pool, as of the cut-off date, demonstrates an approximate
weighted-average original loan-to-value ratio of 72.99%.  The
weighted average FICO credit score is approximately 741.  Cash-out
refinance loans represent 28.25% of the mortgage pool and second
homes 3.84%.  The average loan balance is $614,456.  The states
that represent the largest portion of mortgage loans are
California and Virginia.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation'
available at http://www.fitchratings.com/

Approximately 99.85% and 0.15% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the Standard Underwriting Guidelines.  
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CWMBS INC: Fitch Places Low-B Ratings on $1.8 Mil. Class B Certs.
-----------------------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust 2005-30:

     -- $496.5 million classes A-1 through A-9, X, PO and A-R
        senior certificates 'AAA';

     -- $13.4 million class M certificates 'AA';

     -- $3.1 million class B-1 certificates 'A';

     -- $1.6 million class B-2 certificates 'BBB';

     -- $1 million class B-3 certificates 'BB';

     -- $775,700 class B-4 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 4.00%
subordination provided by the 2.60% class M, the 0.60% class B-1,
the 0.30% class B-2, the 0.20% privately offered class B-3, the
0.15% privately offered class B-4 and the 0.15% privately offered
class B-5.  Classes M, B-1, B-2, B-3 and B-4 are rated 'AA', 'A',
'BBB', 'BB' and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP, rated 'RMS2+'
by Fitch, a direct wholly owned subsidiary of Countrywide Home
Loans, Inc.

The certificates represent an ownership interest in a group of  
30-year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$517,141,199 as of the cut-off date, Nov. 1, 2005, secured by
first liens on one-to four-family residential properties.  The
mortgage pool, as of the cut-off date, demonstrates an approximate
weighted-average original loan-to-value ratio of 71.94%.  The
weighted average FICO credit score is approximately 740.  Cash-out
refinance loans represent 31.78% of the mortgage pool and second
homes 7.26%.  The average loan balance is $581,058.  The states
that represent the largest portion of mortgage loans are
California and New Jersey.  Subsequent to the cut-off date,
additional loans were purchased prior to the closing date,     
Aug. 30, 2005.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation'
available at http://www.fitchratings.com/

Approximately 99.91% and 0.09% of the mortgage loans were
originated under CHL's Standard Underwriting Guidelines and
Expanded Underwriting Guidelines, respectively.  Mortgage loans
underwritten pursuant to the Expanded Underwriting Guidelines may
have higher loan-to-value ratios, higher loan amounts, higher
debt-to-income ratios and different documentation requirements
than those associated with the Standard Underwriting Guidelines.  
In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


DELTA AIR: Retirees Want Townsend & Townsend as Special Counsel
---------------------------------------------------------------
The Delta Air Lines Retirement Committee asks the U.S. Bankruptcy
Court for the Southern District of New York to authorize the
retention of Townsend and Townsend and Crew LLP as special
litigation counsel for the Official Committee of Non-Pilot Retired
Employees of Delta Air Lines, Inc.  The Retiree Committee is
currently composed of members of the DALRC.  

The attorneys at Townsend have extensive experience, knowledge,
and resources in commercial litigation, and the Firm has the
ability to commit substantial resources to the representation of
the Retiree Committee.  Townsend's attorneys have provided
services to the DALRC since August 27, 2004.

Townsend will:

    a. represent a sub-group of retired executives within the
       Retirees in connection with the termination of insurance
       programs protected by Section 1114 of the Bankruptcy Code;

    b. prosecute and defend litigation matters and other matters
       concerning any proposed modification of the retired
       executives' medical benefits, or the retired executives'
       benefits in general, that might arise; and

    c. upon any distress termination of the Delta Family Care
       Retirement Plan, investigate and, with appropriate court
       authorization, pursue appropriate litigation against
       trustees and other fiduciaries or actuaries, including
       violation of fiduciary duties of prudent investment, etc.,
       and unreasonable actuarial assumptions regarding rate of
       return.

The DALRC also requests permission to retain Townsend in other
matters without further Court order should the Firm agree to the
retention.

The DALRC explains that it has selected Townsend as special
counsel to represent sub-groups within the Retirees because the
interests of these sub-groups may diverge from the interests of
other Retiree Committee members.  Delta recently terminated a
group of retired executives' non-qualified pensions and their
company-paid life insurance, which is expressly covered by
Section 1114.  As a result of Delta's actions, a conflict of
interest may arise between the retired executives who were
affected by Delta's action and other members of the Retiree
Committee.  

Neil A. Goteiner, Esq., at Farella Braun & Martel LLP, in San
Francisco, California, asserts that a separate counsel will
afford all members adequate representation under Section 1114, as
appointment of counsel is required for Delta to make benefit
changes, and would obviate the need to create numerous separate
committees with separate counsel.

Townsend's hourly rates are:

             Professional                       Hourly Rate
             ------------                       -----------
             Partners                           $380 to $625
             Counsel                            $380 to $485
             Associates                         $215 to $385
             Paralegals                          $80 to $225

The professionals who will primarily provide services to the
Retiree Committee are:

             Attorney                           Rates
             --------                           -----
             Guy W. Chambers, Esq.               $475
             Peter H. Goldsmith, Esq.            $500
             Gregory Gilchrist, Esq.             $500
             Holly Gaudreau, Esq.                $295
             Raffi V. Zerounian, Esq.            $255

             Paralegal                          Rates  
             ---------                          -----
             Elizabeth Barnette                  $200

Townsend will also charge for all disbursements and expenses
incurred in the rendition of services.

Guy W. Chambers, Esq., partner at Townsend, assures the Court
that the Firm is a "disinterested person," as that phrase is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Chambers discloses that Philip Albert, a Townsend partner,
oversees prosecution of patent applications before the United
States Patent and Trademark Office on behalf of The Boeing
Company; and

Mr. Chambers adds that John Hughes, a Townsend partner, oversees
prosecution of trademark and copyright applications before the
U.S. Patent and Trademark Office on behalf of Charles Schwab &
Company, Inc.  Schwab is the parent company of U.S. Trust
Corporation and Mr. Hughes has also done miscellaneous copyright
application work for U.S. Trust Corporation.

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)


DELTA MILLS: Posts $6.6-Mil Net Loss in Quarter Ended Oct. 1    
------------------------------------------------------------
Delta Mills, Inc., delivered its financial results for the quarter
ended Oct. 1, 2005, to the Securities and Exchange Commission on
Nov. 15, 2005.

For the three months ended Oct. 1, 2005, Delta Mills incurred a
$6.6 million net loss on $30.8 million of net sales, versus a
$2.3 million net loss on $35.4 million of net sales for the three
months ended Oct. 2, 2004.

The increase in net loss for the first quarter of fiscal year 2006
compared to the comparable 2005 period was primarily due to the
increase in impairment and restructuring expenses and the
reduction in income tax benefits.

Delta Mills' balance sheet showed $108.2 million in total assets
at Oct. 1, 2005, and liabilities of $94 million.  

                      Going Concern Doubt

KPMG LLP expressed substantial doubt about Delta Mills' ability to
continue as a going concern after it audited the Company's
financial statements for the fiscal years ended July 2, 2005 and
2004.  The auditing firm pointed to the Company's recurring losses
and uncertainty over its ability to operate within the covenants
established under a revolving credit facility with GMAC Commercial
Finance LLC.

                        Covenant Waiver

As reported in the Troubled Company Reporter on Oct. 17, 2005, the
Company entered into a waiver and amendment to its revolving
credit agreement with GMAC. The amendment includes:

     -- a waiver with respect to the Company's noncompliance with
        the minimum Earnings before interest, taxes, depreciation
        and amortization covenant for the fourth quarter ended
        July 2, 2005;

     -- a stipulation allowing for the payment of the deferred
        compensation participant account balances, due to
        termination of the program on Aug. 8, 2005;

     -- minimum EBITDA levels for each quarter of fiscal year 2006
        and provides that it will be an event of default if the
        Company and GMAC do not enter into a written amendment
        setting EBITDA requirements for the remainder of the term
        of the credit facility.

     -- an increase in the applicable margin on Eurodollar loans
        from 3% to 4%.

The GMAC amendment also provides for a $3 million supplement to
the allowed asset-based availability.  The supplement is available
through February of 2006, and the Company will owe a $30,000 fee
for any calendar month in which The Company uses, on more than
three days, all or part of this supplemental amount.

Delta Mills must also meet the August 2007 outstanding $30,941,000
principal balance of Delta Mills' 9.625% Senior Notes.  The
Company will need to refinance both of these obligations prior to
March 2007 in order to be able to continue operations.

                   About Delta Mills, Inc.

Delta Mills, Inc., a wholly owned subsidiary of Delta Woodside
Industries, Inc. (OTCBB:DLWI) -- http://www.deltawoodside.com/--  
produces a broad range of finished apparel fabrics in four
manufacturing plants in South Carolina.  Delta Mills sells and
distributes its fabrics through a marketing office in New York
City, with sales agents also operating from Atlanta, Chicago,
Dallas, Los Angeles, San Francisco and Mexico.


DIRECTED ELECTRONICS: Financial Policy Cues S&P to Review Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior secured credit facility ratings on Directed
Electronics Inc. on CreditWatch with positive implications.  The
CreditWatch listing reflects our expectation that the company will
maintain a more conservative financial policy, including a
stronger balance sheet, and have greater financial flexibility
following a planned IPO of common shares.

In addition, a third amendment to the company's senior credit
facility that became effective on Sept. 21, 2005, enhanced DEI's
liquidity by increasing the revolving credit facility commitment
and the term loan size.  Also, the financial management team has
been enhanced by the addition of a new CFO in preparation for the
IPO.
     
Standard & Poor's also affirmed the recovery rating of '3' on
DEI's bank loan, since the recovery rating will be unchanged by
the IPO.
      
"We will resolve the CreditWatch listing when the IPO is
completed," said Standard & Poor's credit analyst Nancy C. Messer.  
"We expect the corporate credit and bank loan ratings to be raised
by one notch, to 'BB-', if the stock offering is completed as
planned and if the proceeds are used to fully prepay both the
company's unrated $37 million senior subordinated notes and its
unrated $37 million junior subordinated notes."

Additional funds from the offering will be used to terminate a
management agreement with unrated Trivest Partners LP.  Trivest,
which bought a controlling stake in DEI in 1999, will remain a
shareholder.
     
Vista, California-based Directed Electronics had total balance
sheet debt of $241 million at Sept. 30, 2005.
     
DEI's credit protection measures should greatly improve following
the proposed IPO.  Pro forma lease-adjusted total debt to EBITDA
is expected to decline to 3.9x from more than 5x at Sept. 30,
2005.  In 2006, DEI's leverage should further decline because of
expanding EBITDA generated by existing product lines.  Cash
interest expense will be reduced because the company's most
expensive subordinated debt will be extinguished, which will also
allow DEI to increase working capital to support business
expansion.  However, DEI will still be characterized by a weak
financial profile and vulnerable business profile.

DEI is the world's largest designer and marketer of       
consumer-branded, professionally installed electronic automotive
vehicle security and convenience systems.  The company also makes
and markets premium home audio equipment and certain        
SIRIUS-branded satellite radio products marketed to consumers.  
Auto security and convenience products are the largest
contributors to DEI's revenues, followed by SIRIUS-branded
products, mobile audio and video products, and home audio
products.


DIRECTVIEW INC: Sept. 30 Balance Sheet Upside-Down by $1.51 Mil.
----------------------------------------------------------------          
DirectView, Inc., delivered its quarterly report on Form 10-Q for
the quarterly period ending Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 22, 2005.

DirectView reports that its liabilities exceed its assets by
$1,511,578 at September 30, 2005, and the company's balance sheet
shows a working capital deficit of $1,736,212 at Sept. 30, 2005.  

While the Company is attempting to increase sales, the growth has
not been significant enough to support the Company's daily
operations.  In order to raise funds, on April 1, 2005, the
Company entered into a Standby Equity Distribution Agreement and a
Securities Purchase Agreement for the issuance and sale of
$1,000,000 of 7% secured convertible debentures.  Management may
attempt to raise additional funds by way of a public or private
offering.  While the Company believes in the viability of its
strategy to improve sales volume and in its ability to raise
additional funds, there can be no assurances it will be successful
in raising additional funds.

                      Going Concern Doubts

Sherb & Co., LLP expressed substantial doubt about DirectView's
ability to continue as a going concern after it audited the
company's financial statements for the fiscal year ended Dec. 31,
2004.

The Company's limited financial resources have prevented the
Company from aggressively advertising its products and services to
achieve consumer recognition.  The ability of the Company to
continue as a going concern is dependent on the Company's ability
to further implement its business plan and generate increased
revenues.

The Company stated that it currently has working capital to
sustain its core operations for approximately four to six months,
but these funds are not sufficient to satisfy its short-term debt
obligations in the aggregate amount of approximately $1,460,000.
The Company has begun conversations with a view towards
restructuring the terms of the short-term debt due Dec. 31, 2005,
as well as the debentures.  But there are no assurances that those
discussions will lead to any debt restructuring, in which
event, the Company may be unable to pay those obligations as they
become due.

DirectView, Inc., is a full-service provider of teleconferencing
products and services to businesses and organizations.  Effective
February 23, 2004, the Company completed its acquisition of all of
the issued and outstanding shares of Meeting Technologies, Inc., a
Delaware corporation, from its sole stockholder, Michael Perry.
Meeting Technologies, Inc., was a privately held provider of video
conferencing equipment and related services.  The Company's
results of operations for the six months ended June 30, 2004
include the results of Meeting Technologies, Inc., from the date
of acquisition of February 23, 2004.


DRESSER-RAND: Improved Performance Spurs S&P's Positive Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on compression equipment maker Dresser-Rand Group
Inc. and revised the outlook on the company to positive.

As of Sept. 30, 2005, the Olean, New York-based company had about
$600 million of debt.

"The positive outlook reflects the company's improved financial
risk profile mainly as a result of its debt reduction through the
use of cash flow and a portion of IPO proceeds," said Standard &
Poor's credit analyst Ben Tsocanos.
      
"Ratings improvement is contingent on continued financial
performance and a strategy and targeted capital structure that is
consistent with a higher rating," said Mr. Tsocanos.
     
The ratings on Dresser-Rand reflect an aggressive financial
profile, tempered by a fair business profile.
     
Previously a unit of Ingersoll-Rand Co., Dresser-Rand was bought
by First Reserve Corp., a private equity firm, in a leveraged
buyout transaction in October 2004.  Dresser-Rand completed an IPO
of stock in August 2005.


EAGLEPICHER HOLDINGS: Wants Until June 5 to Decide on Leases
------------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, to extend until June 5, 2005, the time within which it
may elect to assume, assume and assign, and reject unexpired
nonresidential real property leases.

The Debtors currently has until Dec. 7, 2005, to decide on their
leases.

The Debtors tell the Court that the 180-day extension is necessary
to evaluate and determine which leases to assume or reject given
the number of leases and the size and complexity of their chapter
11 cases.

A list of those leases is available at no charge at
http://ResearchArchives.com/t/s?364

Headquartered in Phoenix, Arizona, EaglePicher Incorporated --
http://www.eaglepicher.com/-- is a diversified manufacturer and    
marketer of innovative advanced technology and industrial products
for space, defense, automotive, filtration, pharmaceutical,
environmental and commercial applications worldwide.  The company
along with its affiliates and parent company, EaglePicher
Holdings, Inc., filed for chapter 11 protection on April 11, 2005
(Bankr. S.D. Ohio Case No. 05-12601).  Stephen D. Lerner, Esq., at
Squire, Sanders & Dempsey L.L.P. represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
$585 million in consolidated assets and $730 in consolidated
debts.


ERXSYS INC: Posts $2.8 Mil. Net Loss in Third Quarter 2005
----------------------------------------------------------
eRXSYS, Inc., nka Assured Pharmacy, Inc., delivered its financial
statements for the quarter ended Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 14, 2005.

The company reported a $2,835,877 net loss on $980,181 of gross
sales for the quarter ended Sept. 30, 2005.  At Sept. 30, 2005,
the company's balance sheet showed $1,055,456 in total assets and
$2,258,828 in total liabilities, resulting in a $1,203,372
stockholders' equity deficit.  eRXSYS, Inc.'s Sept. 30 balance
sheet also shows strained liquidity with $576,130 in current
assets available to satisfy $1,816,050 of liabilities coming due
within the next 12 months.

A full-text copy of eRXSYS, Inc.'s financial statements for the
quarter ended Sept. 30, 2005, is available at no charge at
http://ResearchArchives.com/t/s?361

                     Going Concern Doubt

Squar, Milner, Reehl & Williamson, LLP, in Newport Beach,
California, the company's external auditor, raised substantial
doubt about the Company's ability to continue as a going concern
after it audited eRXSYS, Inc.'s financial statements for the year
ended Dec. 31, 2004.  Squar Milner points to recurring losses,
equity deficit and negative retained earnings.

eRXSYS, Inc., nka Assured Pharmacy, Inc. -- http://www.erxsys.com/
-- operates pharmacies that specialize in the dispensing of highly
regulated pain medication by utilizing technology that allows
physicians to transmit prescriptions from a wireless hand-held
device or desktop computer directly to its pharmacies, thus
eliminating or reducing the need for paper prescriptions.  The com
technology is web-based and we do not provide physicians with any
equipment. Physicians are able to electronically transmit
prescriptions to our pharmacies simply by accessing our web
portal. There is no software required by the physicians. We do
provide physicians with training on how to utilize our web portal
to electronically transmit prescriptions to our pharmacies.
Physicians are not charged any fees or costs for transmitting
prescriptions to our pharmacies or for any training they may
receive on how to utilize our web portal.


FEDERAL-MOGUL: Can Perform Obligations Under U.K. Settlement Pact
-----------------------------------------------------------------
The Honorable Robert Lyons of the U.S. Bankruptcy Court for the
District of Delaware authorizes:

   (a) Federal-Mogul Corporation and its U.S.-based
       debtor-affiliates to enter into the U.K. Global Settlement
       Agreement as a transaction outside the ordinary course of
       business; and

   (b) Federal-Mogul's U.K.-based debtor-affiliates to yield their
       position that the Administrators require the Bankruptcy
       Court's approval to pursue schemes of arrangement or CVAs
       as provided in the U.K. Global Settlement Agreement or to
       fulfill other obligations under the Settlement Agreement,
       including the payment of the Break Fee to Deutsche Bank AG,
       London.

The Court authorizes Federal-Mogul to:

   -- grant the indemnities specified in the Settlement Agreement
      and make any payment stipulated by the U.K. Settlement
      Agreement to rank as an administrative expense in Federal-
      Mogul's Chapter 1l case; and

   -- grant indemnities to the Plan Proponents and High River
      Limited Partnership for any claims that may be asserted
      against them by Deutsche Bank relating to the Settlement
      Agreement or the Top Up Offer.

Judge Lyons denies the parties' request that the Bankruptcy Court
defer to the U.K. process as a matter of comity or abstain from
adjudicating Asbestos PD claims.

A full-text copy of the U.K. Global Settlement is available at no
cost at http://bankrupt.com/misc/UKGlobalSettlement.pdf   

As reported in the Troubled Company Reporter on Oct. 26, 2005, the
Debtors and their U.K.-based debtor-affiliates asked
Judge Lyons to authorize, but not require, the Debtors to enter
into and perform their obligations under the U.K. Global
Settlement Agreement.

On Sept. 26, 2005, the Debtors reached an agreement with the
administrators of the U.K. Debtors, which would allow Federal-
Mogul to retain the businesses and other assets of its UK
affiliates in exchange for certain monetary amounts and reserves.

                The U.K. Global Settlement Agreement

The U.K. Global Settlement Agreement, according to James E.
O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, in Wilmington, Delaware, is a comprehensive resolution
of disputes between the Plan Proponents and the Administrators as
to the reorganization of the U.K. Debtors.  Those disputes, which
have centered on the valuation of and the law applicable to
asbestos personal injury claims and pensions-related claims
against the U.K. Debtors, have been a primary obstacle to
confirmation of the Plan and the successful conclusion of cross-
border plenary insolvency proceedings.

As a result of those disputes, the Administrators have for some
time been engaged in efforts to market and sell the assets and
businesses of the U.K. Debtors pursuant to U.K. insolvency laws.
In the view of all parties, the non-consensual liquidation of the
U.K. Debtors was less desirable than a coordinated and consensual
reorganization of the U.K. Debtors pursuant to the U.S. and U.K.
insolvency laws.

The U.K. Global Settlement Agreement resolves the parties'
disputes and thereby avoids the liquidation of the U.K. Debtors
and a clash of U.S. and U.K. jurisdictions, Mr. O'Neill says.
The U.K. Global Settlement Agreement thus removes a principal
obstacle to confirmation of the Plan and opens the path towards
the successful conclusion of the cross-border insolvency
proceedings.

The U.K. Global Settlement Agreement, in sum, provides for the
prompt and coordinated resolution of the U.K. administration
proceedings.  Specifically, the Administrators have agreed to
propose and recommend schemes of arrangement or company voluntary
arrangements for the U.K. Debtors in accordance with the terms of
the U.K. Global Settlement Agreement.

The CVAs or Schemes, if approved by the requisite vote of
creditors in accordance with U.K. insolvency laws, will provide
for the resolution and treatment of most claims against the U.K.
Debtors with the notable exception of U.S., Canadian and certain
other "rest of world" current and future asbestos personal injury
claims against the U.K. Debtors and Intercompany Claims.

The resolution and treatment of the U.S. APICs will instead be
dealt with pursuant to the Plan and, specifically, the Section
524(g) asbestos trust to be created pursuant to the Plan, Mr.
O'Neill explains.  For all other claimants against the U.K.
Debtors, the U.K. Global Settlement Agreement provides that they
will be entitled to the distributions they are to receive
pursuant to the CVAs or Schemes.

The U.K. Global Settlement Agreement provides for certain
reserves and payments to be established and made pursuant to the
CVAs or Schemes.  These reserves and payments will be funded by:

    (a) the substantial cash owned by the U.K. Debtors and
        controlled, under the laws of the United Kingdom, by the
        Administrators; and

    (b) the proceeds of certain intercompany loan notes held by
        T&N Limited.

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. 98;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Can Top Deutsche Bank's $421 Mil. T&N Debt Offer
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes
Federal-Mogul Corporation and its debtor-affiliates to top
Deutsche Bank AG London offer to purchase the intercompany loan
notes owed to T&N Limited by these three non-Debtor subsidiaries:

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

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

    (3) Federal Mogul SPA, an Italian entity.

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

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

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

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

Deutsche Bank offered to buy the Loan Notes for a base purchase
price of $421,000,000, minus $65,000,000 on account of the
interest payment due to be made on those notes on Dec. 31, 2005,
for a net purchase price of $356,000,000.

The Top Up Offer equals the difference between:

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

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

In connection with the making of the Top Up Offer, the Court
authorizes the Debtors to:

   -- either enter into and implement ancillary transactions or
      arrangements as may be necessary or desirable to structure
      and implement the Top Up Offer and retention of the Loan
      Notes by the Federal-Mogul group of companies pursuant to
      the Top Up Offer; or

   -- in the case of the U.K. Debtors, yield to the
      Administrators' exercise of their powers under U.K. laws in
      respect of all those actions to be taken by the
      Administrators under and pursuant to the terms of the
      Settlement Agreement to structure and implement the Top Up
      Offer and retention of the Loan Notes by the Federal-Mogul
      group of companies pursuant to the Top Up Offer.

In the event Federal-Mogul elects not to make the Top Up Offer,
the Court approves the sale of the Loan Notes by T&N, acting
through the Administrators, to Deutsche Bank or other entity that
may submit a more advantageous bid to T&N on the terms set forth
in the Sale Agreement.

In the event Federal-Mogul do not make the Top Up Offer, the
Court authorizes it to release its charge over the Loan Notes in
exchange for the $9,100,000 payment provided in the Settlement
Agreement.

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. 98;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FORD MOTOR: Turnaround Concerns Prompt S&P to Review Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' long-term
and 'B-1' short-term ratings on Ford Motor Co., Ford Motor Credit
Co., and all related entities will remain on CreditWatch with
negative implications, where they were placed on Oct. 3.  Hertz
Corp.'s ratings had already been placed on CreditWatch negative on
Sept. 13, 2005, pending completion of Ford's plan to divest it.

Consolidated debt outstanding totaled $142 billion at Sept. 30,
2005.  S&P currently plans to resolve this review by January,
following Ford's announcement of its fourth-quarter results.  The
ratings could be lowered by more than one notch.

The CreditWatch listing on Ford reflects concerns mainly about the
automaker's ability to turn around its troubled North American
automotive operations, given the following factors:

     * The recent precipitous deterioration in Ford's product mix
       in North America and the ongoing decline in its market
       share in the important SUV segment;

     * More broadly, the sales and pricing outlook for Ford's
       products, given the current market--General Motors Corp.
       has lowered list prices on many of its models in the hopes
       of curtailing incentives, but has also announced a new
       incentive program.  Moreover, full-size pickups, Ford's
       only other major source of automotive earnings, may face
       challenges in 2006; and

     * The potential inadequacy of Ford's strategies for improving
       its cost position, despite cost-cutting actions --
       including steps to reduce manpower and curtail excess
       production capacity -- that management now expects to
       disclose in January.  S&P expects Ford to eventually reach
       an agreement with the United Auto Workers union similar to
       that announced by GM that could result in a substantial
       reduction of Ford's burdensome health care costs in the
       long term.  As with GM, however, near-term cash cost
       savings could be offset if Ford committed to funding a
       newly created VEBA trust.
     
The remainder of Ford's automotive operations, as well as Ford
Credit, are performing roughly in line with our expectations and
so are not central factors in this review.  However, the
performance of these units is not sufficient to offset the
problems the company faces in its North American operations.

Given the intense competitive pressures the company faces, Ford
has little leeway to curtail capital expenditures, which are
budgeted at about $7 billion for 2005.  Ford is monetizing its
investment in Hertz through a sale to financial buyers.  Some cash
could be saved by cutting the common dividend, but management has
not indicated that it is considering this -- and announcing a
dividend cut could further fuel negative capital market
sentiments.

The key element of Ford Credit's financial flexibility is its
ongoing ability to use securitization and whole-loan sales as
funding channels.  Despite increasing reliance on securitization
as an alternative funding source, S&P does not believe any
material disadvantage for unsecured creditors will result merely
from extending the use of securitization in its present forms.

Consistent with the practices of its finance company peers, Ford
Credit is heavily reliant on short-term debt, albeit less so than
historically.

As of Sept. 30, 2005, short-term debt, including current
maturities of long-term debt, but not including maturing       
off-balance-sheet securitizations, totaled $49.1 billion,
including on-balance-sheet securitizations.  Ford Credit's
unsecured bond spreads have been extraordinarily volatile.  The
company has issued unsecured term debt since the May 5 downgrades,
but between likely persisting market jitters and the size
limitations of the high-yield market, it is uncertain whether and
to what extent Ford Credit will be able to consistently access the
public unsecured debt market economically.


FORTUNE OIL: Sept. 30 Balance Sheet Upside-Down by $11.7 Million
----------------------------------------------------------------
Fortune Oil & Gas, Inc., delivered its financial statements for
the quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 16, 2005.

For the three months ended Sept. 30, 2005, the company reported a
$1,225,428 net loss, compared to a $1,018,847 net loss for the
same period in 2004.

At Sept. 30, 2005, Fortune Oil's balance sheet showed an
$11,739,235 stockholders' deficit, compared to a $22,503,436
deficit at Dec. 31, 2004.

                     Going Concern Doubt

Although the Company realized non-recurring gains on the sale of a
70% interest in its oil rights and settlement of vendor payables
totaling $12,602,702 during the nine months ended Sept. 30, 2005,
the Company had a $12,543,868 working capital deficit and a
$22,580,820 accumulated deficit at Sept. 30, 2005.  

James B. Wensveen, the company's Chief Executive Officer,
disclosed that the company requires additional capital to finance
operations, current operating losses and to settle current debts
in order to recommence oil production in Indonesia.  The financing
may be in the form of a sale of securities, the assumption of
debt, or a combination of both.

Since inception, the Company has satisfied its capital needs
primarily by issuing equity securities, by incurring short and
long term debt and the sale of a 70% interest in its oil and gas
property for $10.5 million.  Management's current plans are to
ensure that sufficient capital will be available to provide for
its capital needs with minimal borrowings and may issue equity
securities to raise additional capital if available.  These
factors, management believes, raise substantial doubt about the
company's ability to continue as a going concern.

A full-text copy of the company's Form 10QSB for the period ended
Sept. 30, 2005, is available at no charge at
http://ResearchArchives.com/t/s?365

Fortune Oil & Gas, Inc., explores, develops, exploits and produces
oil and natural gas.  Its operations are focused in the North Java
Sea, Indonesia.


GRAY TELEVISION: Increases Senior Credit Facility to $600 Million
-----------------------------------------------------------------
Gray Television, Inc. (NYSE: GTN; GTN.A) amended its existing
senior credit facility.  The amendment increases the total amount
available under the amended senior credit facility from $400
million to $600 million.  The amended agreement has a maximum term
of seven years and consists of:

    * a $100 million revolving facility,
    * a $150 million term loan A facility, and
    * a $350 million term loan B facility.

In addition, an incremental loan facility is also made available
under the senior credit facility in the maximum amount of
$400 million.  Gray may use the proceeds from the credit
facilities:

    * to finance the previously announced acquisition of WSAZ-TV,

    * to refinance the indebtedness under the previous senior
      credit facility,

    * working capital needs,

    * investments,

    * acquisitions, and

    * other general corporate purposes as permitted under the
      facility.

Certain loan covenants and other terms of the senior credit
facility were also modified by the amendment.

Gray's interest rate is based on the lender's base rate (generally
reflecting the lender's prime rate) plus the specified margin or a
London Interbank Offered Rate ("LIBOR") plus a specified margin.  
The specified margin for revolving and term loan A advances is
determined by Gray's debt leverage ratio as defined in the
agreement.


                          Margin Range for     Margin Range for
                         Base Rate Advances   LIBOR Rate Advances
                         ------------------   -------------------
     Revolving and          0% to 0.25%          0.625% to 1.5%
     term A advances

     Term B advances        0% to 0.25%           1.25% to 1.5%


Gray has elected to borrow these funds under its LIBOR option.  
The interest rate under this option is LIBOR plus the current
margin of 1.25% for revolving and term loan A advances and a
margin of 1.5% for term loan B advances.  The amount outstanding
under the senior credit facility as of Nov. 29, 2005 is $380
million and is allocated as:

    * revolving loan of $30 million and
    * term loan B of $350 million.

Gray intends to use the currently un-drawn $150 million term loan
A commitment and additional borrowings under the revolving loan to
fund the $186 million acquisition of WSAZ-TV.

Wachovia Bank, National Association served as administrative agent
and as a lender, Wachovia Capital Markets, LLC served as sole lead
arranger and as sole book runner, Bank of America, NA served as
syndication agent and as a lender, Deutsche Bank Trust Company
Americas, Allied Irish Banks PLC, KeyBank National Association and
Goldman Sachs Credit Partners L.P. served as documentation agents
and as lenders.

Gray Television, Inc. is a television broadcast company
headquartered in Atlanta, Georgia.  Including the pending
acquisitions of WSAZ-TV and WNDU-TV, Gray operates 36 television
stations serving 30 markets.  Each of the stations are affiliated
with either CBS, NBC, ABC or FOX.  In addition Gray currently
operates seven digital multi-cast television channels which are
affiliated with either UPN or FOX.

                       *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2005,
Moody's Investors Service assigned Ba2 ratings to Gray Television,
Inc.'s $600 million in new senior secured credit facilities ($100
million revolving credit facility, $150 million senior secured
term loan A, $350 million senior secured term loan B).

Additionally, Moody's affirmed the existing ratings, including the
Ba2 corporate family rating, and changed the outlook to stable.
The proceeds from the transaction will be used to refinance the
company's existing $400 million in senior secured credit
facilities and to finance the acquisition of WSAZ-TV in
Charleston-Huntington, WV from Emmis Communications Corporation
for $186 million in cash.


GREENPOINT MORTGAGE: Moody's Rates Class B-4 Sub. Certs. at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned Aaa ratings to the senior
certificates issued by GreenPoint Mortgage Funding Trust 2005-AR5
and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the securitization.

The securitization is backed by first lien, adjustable-rate,
negative amortization mortgage loans originated by GreenPoint
Mortgage Funding, Inc.  The ratings are based primarily on the
credit quality of the loans and the credit enhancement in the
transaction.  Moody's expects collateral losses to range from
1.30% to 1.50%.

The mortgage loans in the securitized pool will be serviced by EMC
Mortgage Corporation.

The complete rating actions are:

GreenPoint Mortgage Funding Trust 2005-AR5

Mortgage Pass-Through Certificates, Series 2005-AR5

   * Class I-A-1, rated Aaa
   * Class I-X-1, rated Aaa
   * Class I-A-2, rated Aaa
   * Class I-X-2, rated Aaa
   * Class II-A-1, rated Aaa
   * Class II-A-2, rated Aaa
   * Class II-X-1, rated Aaa
   * Class II-X-2, rated Aaa
   * Class II-X-3, rated Aaa
   * Class III-A-1, rated Aaa
   * Class III-A-2, rated Aaa
   * Class III-X-1, rated Aaa
   * Class IV-A-1, rated Aaa
   * Class IV-X-1, rated Aaa
   * Class IV-A-2, rated Aaa
   * Class IV-X-2, rated Aaa
   * Class M-X, rated Aa1
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-4, rated Aa3
   * Class M-5, rated A1
   * Class M-6, rated A2
   * Class B-1, rated A3
   * Class B-2, rated Baa1
   * Class B-3, rated Baa2
   * Class B-4, rated Ba2


HARVEST ENERGY: Inks $4-Billion Merger Pact with Viking Energy
--------------------------------------------------------------
The respective Board of Directors for Harvest Energy Trust
(TSX:HTE.UN) (NYSE:HTE) and Viking Energy Royalty Trust
(TSX:VKR.UN) have unanimously approved a merger agreement with the
two companies.  

The combined trust, which will retain the Harvest name, will have
an initial enterprise value in excess of $4 billion and will be
managed by an experienced senior management team which will
include key personnel from both Harvest and Viking.

The merger will be accomplished by the exchange of 4 Viking units
for 1 Harvest unit on a tax-deferred basis in Canada.  The
transaction exchange ratio reflects an "at-market" merger based on
an average of the trust units' recent trading prices.  Upon
completion of the merger, Harvest unitholders will own
approximately 55% of the combined trust and Viking unitholders
will own approximately 45%.

Subject to stable commodity pricing, new Harvest has established a
distribution policy which will result in a distribution of $0.38
per unit per month, effective for the first distribution following
the merger closing.

The Combination Agreement:

   -- prohibits both Harvest and Viking from soliciting or
      initiating any discussions concerning the sale of material
      assets or any other business combination;

   -- provides each trust with the right to match any competing
      proposal in the event such an unsolicited proposal is made;
      and,

   -- provides for a $65 million termination fee subject to
      certain conditions.

Successful completion of the transaction is subject to stock
exchange and regulatory approvals and the approval by at least
two-thirds of the unitholders.  It is expected that the unitholder
meetings required to approve this transaction will be held, and
the transaction will close, prior to the end of March 2006.  
An information circular is expected to be mailed to unitholders in
January 2006.

The combination of these two trusts will create Canada's fourth
largest conventional oil and natural gas royalty trust with
production of approximately 64,000 boe/d comprised of 50%
light/medium oil, 25% natural gas and 25% heavy oil.  With an
estimated 215 Mmboe of proved plus probable reserves, the combined
trust will have a reserve life index of approximately 9.2.  At
current commodity prices, annual funds flows are expected to be
approximately $650 million enabling annual capital spending of
approximately $250 million. Pro forma debt to cash flow (including
convertible debentures) will be approximately 1.1 times.  New
Harvest will operate approximately 85% of its production.  On a
pro forma basis, foreign ownership of new Harvest is approximately
32%.

                         Executive Team

The combined trust will retain key personnel from both entities
and will be led by John Zahary, who has an excellent track record
of building high performance technical teams that create value for
investors by efficiently operating established assets and
selectively acquiring incremental assets with low risk upside
potential.  The executive team will also include:

   * Bob Fotheringham as Vice President, Finance and CFO;
   * Rob Morgan as Vice President, Engineering and COO;
   * Al Ralston as Vice President, Production;
   * James Campbell as Vice President, Geosciences; and
   * Jacob Roorda as Vice President, Corporate.

The Harvest Board of Directors, including chairman Bruce Chernoff,
will remain in place and will be supplemented by Dale Blue, David
Boone and William Friley from the Viking board.

"The combined trust will capitalize on its size and production
base with a consistent and significant capital development
program," comments John Zahary, President and Chief Executive
Officer of Viking.  "With our extensive combined technical
operating experience and ability to reduce costs, I expect our
exploitation of this enhanced portfolio of assets to be very
rewarding for unitholders of new Harvest."

"We anticipate that the timing of the combination of these two
trusts will enhance the financial uplift from the inclusion of
energy trusts in the TSX/S&P Composite Index as well as provide
increased liquidity with the near doubling of market
capitalization," added Jacob Roorda, President of Harvest.  
"Further, the combined trust will have improved access to capital
markets to finance a much wider range of opportunities than either
organization currently has on a stand-alone basis."

                      Distributions

New Harvest has established a distribution policy which will
result in a distribution of $0.38 per unit per month, commencing
with the first distribution payable following closing of the
transaction.  It is expected that this level of distribution would
represent a payout ratio of approximately 65% for new Harvest
based on current commodity prices.  In 2006, retained cash flows
after distributions will be used to fund a planned $250 million
capital program focused on exploitation and development
opportunities within the existing asset base.  It is expected that
the combined trust has sufficient internal opportunities to allow
for spending at the same level for at least three years.  We
currently estimate that for Canadian unitholders, distributions
paid from the combined trust in 2006 will be 100 percent taxable
which is unchanged from the tax status for each of Harvest and
Viking prior to the combination.

The Combination Agreement provides that the Harvest and Viking
unitholders will continue to receive monthly distributions of
$0.35 and $0.12 per trust unit, respectively, through to closing
of the transaction.  These distribution levels represent payout
ratios of approximately 55% and 85%, respectively.

                     Financial Advisors

National Bank Financial is acting as financial advisor to Harvest
with respect to this transaction.  It has advised Harvest's Board
of Directors that, subject to review of definitive legal
agreements, it is of the opinion, as of the date hereof, that the
consideration to be provided to the Viking unitholders is fair,
from a financial point of view, to Harvest unitholders.

CIBC World Markets is acting as financial advisor to Viking with
respect to this transaction and has advised the Board of Directors
of Viking that, subject to review of definitive legal agreements,
it is of the opinion, as of the date hereof, that the
consideration to be received by the Viking unitholders is fair,
from a financial point of view, to Viking unitholders.

TD Securities Inc. is acting as mergers and acquisitions advisor,
and BMO Nesbitt Burns Inc., GMP Securities Ltd. and Tristone
Capital Inc. are acting as strategic advisors to Harvest.

Scotia Capital Inc. is acting as mergers and acquisitions advisor,
and RBC Capital Markets, Canaccord Capital Corporation and
FirstEnergy Capital Corp. are acting as strategic advisors to
Viking.

Viking Energy Royalty Trust is Calgary based energy trust that
generates income from long life oil and natural gas producing
properties in Alberta and Saskatchewan.  Viking's units currently
trade on the Toronto Stock Exchange (TSX) under the symbol VKR.UN.

Harvest Energy Trust -- http://www.harvestenergy.ca/-- is a      
Calgary-based energy trust actively managed to deliver stable   
monthly cash distributions to its Unitholders through its strategy   
of acquiring, enhancing and producing crude oil, natural gas and   
natural gas liquids. Harvest trust units are traded on the Toronto   
Stock Exchange (TSX) under the symbol "HTE.UN" and on the New York   
Stock Exchange (NYSE) under the symbol "HTE".


HARVEST ENERGY: Viking Energy Merger Prompts S&P to Review Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit rating on Harvest Energy Trust and 'B-' senior
unsecured debt rating on Harvest Operations Corp., a wholly owned
subsidiary of Harvest Energy, on CreditWatch with positive
implications, following the announcement that Viking Energy
Royalty Trust and Harvest Energy have agreed to merge.

Standard & Poor's intends to resolve the CreditWatch status after
meeting with Harvest Energy's management and completing a thorough
review of the trust's prospective operating and financial
forecasts and the successful completion of the proposed merger.
     
"The CreditWatch placement reflects the potential for an upgrade
as a result of a material improvement in Harvest Energy's business
profile, which is a consequence of the increase in proved reserves
and production levels, as well as the improved internal
replacement opportunities," said Standard & Poor's credit analyst
Jamie Koutsoukis.  "Though Harvest Energy's debt per barrels of
oil equivalent will remain high when compared with that of
its U.S. rated peers at CDN$4.45 per boe, cash flow from
operations is expected to cover the combined trust's capital
spending and distribution programs for 2006 and coverage ratios
should improve, providing potential benefits to Harvest Energy's
financial profile as well," Ms. Koutsoukis added.
     
Harvest Energy is a regional oil and gas producer, with existing
operations in five core areas in the Western Canadian Sedimentary
Basin: southern Alberta, east-central Alberta, north-central
Alberta, southeastern Saskatchewan, and northeastern British
Columbia.  The Viking asset portfolio is largely contiguous with
Harvest's existing operations.

As a result, the new Harvest trust will continue to operate in the
same primary regions, have total proved reserves of 161 million
boe, and an average daily production of about 64,000 boe per day.  
Furthermore, there will be greater diversification in the
prospective product mix, which will comprise 50% light/medium oil,
25% natural gas, and 25% heavy oil.  Cash flow from operations of
the combined entities has been projected to be CDN$650 million,
which should fund the preliminary CDN$250 million capital spending
program and unit distributions of 38 Canadian cents per month.  


HERTZ CORP: S&P Places Low-B Ratings on $6.05 Billion Senior Debts
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Hertz Corp.'s proposed $2.2 billion of senior notes due 2013 and
$600 million of subordinated notes due 2015.

At the same time, a 'BB+' rating was assigned to the car rental
company's proposed $1.6 billion senior ABL facility, and a 'BB'
rating to its proposed $2.250 billion senior term facility.  Both
facilities are assigned recovery ratings of '1', indicating high
expectations of full recovery of principal in the event of a
payment default.

Upon completion of these transactions, the 'BBB-' corporate
credit rating on Hertz would be lowered to 'BB-', the 'BBB-'
senior unsecured debt rating lowered to 'B', and the 'A-3'
commercial paper rating withdrawn.  All ratings would be removed
from CreditWatch with negative implications; ratings were
initially placed on CreditWatch developing on April 21, 2005,
with implications revised to negative on Sept. 13, 2005.  
Standard & Poor's would assign a stable outlook.
      
"The ratings on Hertz reflect a weakened financial profile after
its proposed approximately $15 billion acquisition, reduced
financial flexibility, and the price-competitive nature of      
on-airport car rentals and equipment rentals," said Standard &
Poor's credit analyst Betsy Snyder.  "Ratings also incorporate the
company's position as the largest global car rental company
and the strong cash flow its businesses generate," she continued.

Park Ridge, New Jersey-based Hertz is being acquired from Ford
Motor Co. by Clayton, Dubilier & Rice Inc., The Carlyle Group, and
Merrill Lynch Global Private Equity.  The acquisition will add
over $3 billion of debt to Hertz's balance sheet and increase its
borrowing costs.  Pro forma for the acquisition, credit ratios
will weaken from their previous relatively healthy levels.  In
addition, the company's historically strong financial flexibility
will decline somewhat, with over two-thirds of its tangible assets
secured.

Hertz, the largest global car rental company, participates
primarily in the on-airport segment of the car rental industry.
This segment, which generates approximately 80% of Hertz's
consolidated revenues, is heavily reliant on airline traffic.  
Demand tends to be cyclical, and can also be affected by global
events.  Hertz has also grown its off-airport business, the
segment of the car rental business that is less cyclical and more
profitable, but which is dominated by 'BBB+' rated Enterprise
Rent-A-Car Co.  Through its Hertz Equipment Rental Corp.
subsidiary, Hertz also operates one of the larger industrial and
construction equipment renters in the U.S., along with some
European locations.  This market had been depressed for several
years due to the weak economy and overexpansion by several market
participants, but has experienced improving trends since 2004 as
market participants reduced their capacity growth and demand
strengthened.


HUDSON BAY: Weak Financial Metrics Spur S&P to Lower Debt Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on Hudson's Bay Co. one notch from
'BB' to 'BB-' on the company's very weak profitability metrics in
the context of a very challenging competitive environment.  The
ratings on the company's subordinated debentures were also lowered
one notch to 'B' from 'B+'.

At the same time, the CreditWatch has been revised to negative
from developing implications.  The ratings were originally placed
on CreditWatch on Oct. 7, 2005, following the company's
announcement that it was exploring alternatives for its financial
services division.

"Standard & Poor's believes that HBC will be very challenged to
improve its operating performance.  In addition, there is
increasing uncertainty as to who will ultimately purchase HBC, how
it will be financed, and what the capital structure will be after
a potential sale," said Standard & Poor's analyst Don Povilaitis.  
"The company has stated that it is aggressively pursuing a number
of alternatives to maximize value for shareholders," Mr.
Povilaitis added.

The ratings on HBC reflect:

     * the company's continued weak profitability metrics,

     * challenging competitive environment leading to continued
       market share erosion, and

     * an over reliance on HBC's financial services for EBIT
       contribution.

These factors are partially offset by the diversification provided
by a full-line department store and mass merchant formats.

In addition to broadly based demand weakness, HBC's problems
include the implementation of a new operating system relating to
the company's new big-ticket IT platform for furniture,
appliances, and mattresses.  Poor execution in terms of systems
conversion, coupled with continuing merchandise delivery issues
resulted in foregone sales in the third quarter.

Prospects for the remainder of the year are muted; HBC's major
appliance issues are not expected to be resolved until at least
mid-2006.  Standard & Poor's believes that the company will
continue to experience pressure on its margins given the constant
pricing pressures and diversity of competition the department
store and mass channels are now confronting and that HBC's
strategies may not be sufficient to increase revenues meaningfully
in the near term.
     
In resolving its CreditWatch listing, Standard & Poor's will meet
with HBC's management and review the company's ultimate capital
structure on completion of the company's proposed financial
services transaction, while also taking into consideration HBC's
ultimate ownership structure.  Therefore, the ratings on HBC may
be affirmed, lowered, or withdrawn, depending on the outcome of
Standard & Poor's review.


INTERDENT INC: Revenue Concerns Prompt S&P's Negative Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
El Segundo, California-based dental practice management services
provider InterDent Inc., the parent company of InterDent Service
Corp., to negative from stable.  Ratings on the company, including
the 'B' corporate credit rating, were affirmed.
      
"The outlook revision reflects concerns regarding dentist turnover
and lower-than-expected sales because of the unanticipated
appointment cancellations and reduced elective procedures through
the third quarter of 2005," explained Standard & Poor's credit
analyst Jesse Juliano.  "As a result, planned de novo capital
expenditures will likely be affected in 2006.  Liquidity also
remains a concern, as the company is likely to have              
$2 million-$3 million outstanding under its $10 million revolving
credit facility at the end of the 2005 fourth quarter."
     
The ratings continue to reflect InterDent's challenge to sustain
operating improvements after emerging from bankruptcy protection
in 2003, as well as its relatively weak financial profile.  These
concerns are only partially alleviated by the revenue diversity
from the company's 126 affiliated practices and its recent
improvement in operating performance.

InterDent operates in the extremely fragmented dental industry and
provides management services to 126 affiliated dental practices in
eight states.  About 90 of the practices operate under the Gentle
Dental brand.  InterDent provides a variety of services to its
affiliates, including those related to staffing, patient
scheduling, accounting, purchasing, marketing, and information
systems.  Generally, InterDent owns and operates all of the assets
of its affiliated practices.  Dentists are employees of the
practices and do not hold equity stakes in the company.


ISLETON DEVELOPMENT: Section 341(a) Meeting Slated for Dec. 6
-------------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of Isleton
Development Company LLC's creditors at 1:00 p.m., on Dec. 6, 2005,
at the Office of the U.S. Trustee, Suite 850, 235 Pine Street, San
Francisco, California 94104.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in San Francisco, California, Isleton Development
Company LLC, filed for chapter 11 protection on Nov. 1, 2005,
(Bankr. N.D. Calif. Case No. 05-35360).  K. Keith McAllister,
Esq., at Law Offices of K. Keith McAllister represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $1 million to
$10 million.


ISLETON DEVELOPMENT: David Jones Approved as Responsible Person
---------------------------------------------------------------          
The U.S. Bankruptcy Court for the Northern District of California,
San Francisco Division, approved Isleton Development Company LLC's
request to appoint:

    David P. Jones
    c/o Isleton Development Company, LLC
    150 Lombard Street, #608
    San Francisco, California 94111
    Telephone (415) 439-3961

as the natural person responsible for all administrative duties
and obligations of the Debtor during the company's chapter 11
restructuring.  The Court approved Mr. Jones' appointment on
Nov. 8, 2005.

Mr. Jones' duties include the filing of the Debtor's schedules,
statement of financial affairs, monthly operating reports and
quarterly disbursal reports.

Mr. Jones will also perform on behalf of the Debtor all other
matters that are appropriate and necessary to perform his duties
and obligations as the Debtor's responsible person.

Headquartered in San Francisco, California, Isleton Development
Company LLC, filed for chapter 11 protection on Nov. 1, 2005,
(Bankr. N.D. Calif. Case No. 05-35360).  K. Keith McAllister,
Esq., at Law Offices of K. Keith McAllister represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $1 million to
$10 million.


IVOW INC: Incurs $504,000 Net Loss in Third Quarter 2005
--------------------------------------------------------
iVOW, Inc. (Nasdaq: IVOW) reported a $504,000 net loss on revenues
of $320,000 for the quarter ended Sept. 30, 2005, versus a
$837,000 net loss on revenues of $375,000, for the corresponding
quarter of 2004.  The $333,000 lower net loss for the quarter
ended Sept. 30, 2005, was the result of cost reduction efforts in
product development, sales and marketing and general and
administrative costs.

For the nine months ended Sept. 30, 2005, iVOW reported a net loss
of $1,947,000 on revenues of $812,000, compared with a net loss of
$2,535,000 on revenues of $1,277,000 for the same period of 2004.

"Our VOW center model continues to trend in a positive direction,
as our revenues increased 26% over the previous quarter," Dr.
Michael Owens, President and CEO of iVOW, said.  "This is
attributable to increased contributions from our consulting
products on top of the management fees from our iVOW Centers."

"Shortly after the quarter, we also took an important step in the
evolution of iVOW with the acquisition of Sound Health Solutions.
With this acquisition, we have added a highly respected medical
treatment model to our bariatric surgical model, and better
aligned our company with the emerging treatment approaches for
obesity. We now have a more comprehensive service approach that
will allow our long-term growth opportunities to be considerably
less constrained by the reimbursement environment for bariatric
surgery," said Dr. Owens.

At Sept. 30, 2005, iVOW's balance sheet showed $3.7 million in
total assets and $741,759 in total liabilities.  The Company has
incurred net losses and negative net cash flows from operating
activities in 2004, 2003, 2002, and in the first three quarters of
2005, and at Sept. 30, 2005, had an accumulated deficit of
$73.9 million.

                 Sound Health Acquisition

On Nov. 1, 2005, the Company completed its acquisition of Sound
Health Solutions, Inc., a Seattle-based healthcare provider
specializing in the medical treatment of obesity.  The purchase
price for the acquisition was $125,500 in cash, the assumption of
notes payable of approximately $317,000 to be secured by a bank
certificate of deposit and up to a maximum of 294,278 shares of
common stock contingently issuable based upon SHS achieving
certain revenue and net income targets in 2006 and 2007.  At
closing, there were 184,477 shares of common stock issued.

                   Going Concern Doubt

JH Cohn LLP has expressed substantial doubt about iVOW's ability
to continue as a going concern after auditing the Company's
financial statements for the fiscal year ended Dec. 31, 2004.  The
auditing firm pointed to the Company's continuing losses from
operations and need for additional financing to fund its
operations through January 2005.

iVOW, Inc. -- http://www.ivow.com/-- fka Vista Medical  
Technologies, Inc., is focused exclusively on the disease state
management of chronic and morbid obesity.  They provide program
management, operational consulting and clinical training services
to physicians and hospitals involved in the medical and surgical
treatment of morbidly obese patients.  They also provide
specialized vitamins to patients who have undergone obesity
surgery.


JAMES FALASCA: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: James Stanley Falasca
        26 Garden Road
        Harrison, New York 10528

Bankruptcy Case No.: 05-27025

Type of Business: The Debtor works for Creative Construction of
                  New York Inc. as a construction manager.

Chapter 11 Petition Date: November 29, 2005

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Nathan Horowitz, Esq.
                  175 Main Street, Suite 307
                  White Plains, New York 10601
                  Tel: (914) 684-0551
                  Fax: (914) 684-0646

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Internal Revenue Service                 $1,619,000
   P.O. Box 21126
   Philadelphia, PA 19114

   New York State                             $300,000
   Department of Taxation and Finance
   P.O. Box 5300
   Albany, NY 12205

   Jason Halpem                               $230,639
   2 Manhattanville Road
   Purchase, NY 10577

   Lighting Energy Controls Inc.              $200,027

   Patdo Electrical Supply Co.                 $37,421

   Ford Motor Credit                            $5,591

   Canyon Club Inc.                             $2,539

   Comprehensive Dental Group                     $195


JB OXFORD: Incurs $2.2 Mil. Net Loss in Quarter Ended Sept. 30
--------------------------------------------------------------
JB Oxford Holdings, Inc., reported $248,000 of revenues from
continuing operations for the three-months ended Sept. 30, 2005,
compared with revenues of $196,000 a year earlier.  Revenues from
continuing operations totaled $971,000 in the fist nine months of
2005, compared with $288,000 for the same period in 2004.

The Company incurred a $2.2 million net loss from continuing
operations for the quarter ended Sept. 30, 2005 versus a $1.1
million loss for the comparable period last year.  Third quarter
net loss was $2.2 million versus a net loss of $3 million in the
third quarter of 2004.

For the nine months ended Sept. 30, 2005, the Company reported a
$4 million net loss, in contrast to a $6.9 million net loss in the
first nine months of 2004.

JB Oxford's balance sheet showed $28.9 million in total assets at
Sept. 30,. 2005, and liabilities of $8,705,721.  

During the year ended December 31, 2004, JB Oxford sold
substantially all of its revenue producing operations.  These
transactions have added liquidity to the Company's current
financial position, however the Company currently has no
significant operations that generate cash.

As of Sept. 30, 2005, it had $7.1 million in available cash, and
$4 million in U.S. Government securities that are readily
marketable.  The Company received an additional $8.4 million in
Jan. 2005 from the sale of retail accounts to Ameritrade and
expects to receive an additional $3.5 million in April 2006.

                   New Business Plan

As a consequence of the Company's deteriorating financial
condition, JB Oxford's Board of Directors approved a new business
plan for the Company and its subsidiaries in May 2005.

Under the new business plan, the Company will focus primarily on
the acquisition of real estate for investment and development.  In
the fourth quarter of 2004, the Company made its first investment
in real estate, through the purchase of raw land in Destin,
Florida.

                     Going Concern Doubt  

JB Oxford's recurring operating losses and significant pending
litigation raise doubt as to the Company's ability to raise enough
revenues in order to continue operating as a viable going concern.
  
Due to these factors, BDO Seidman, LLP, the Company's independent
registered certified public accounting firm, expressed substantial
doubt about the Company's ability to continuing as a going concern
after it audited the Company's financial statements for the year
ended Dec. 31, 2004.

                     Bankruptcy Warning

JB Oxford Holdings warns that if the judgment against the Company
from the pending Securities and Exchange Commission lawsuit
related to the ongoing mutual fund investigations is significant,
the demand for payment coupled with the Company's deteriorating
financial results, will likely affect the its ability to meet its
obligations as they become due in the normal course of business.  
Should JB Oxford Holdings be unable to meet its obligations as
they become due, the Company has indicated it would be forced to
immediately file for protection under chapter 11 of the United
States Bankruptcy Code.

                  SEC Mutual Fund Lawsuit

In Aug. 2004, the SEC's Los Angeles office commenced a civil
lawsuit against the Company, National Clearing Corp and three of
its former officers and employees, alleging violations of section
17(a) of the Securities Act of 1933, Section 10(b) of the Exchange
Act of 1934 and Rule 10b-5 thereunder, and Section 22(c) of the
Investment Company Act of 1940 and Rule 22c-1 thereunder.  

The suit contends that the Company wrongfully allowed customers to
place mutual fund trades after 4:00 p.m. EST, and wrongfully
assisted clients in "market timing" of mutual funds.  While the
Company admits no wrongdoing and intends to vigorously defend
itself.  The Company has not accrued any specific amount related
to this matter, as no amount of loss in the Company's estimated
range of loss of zero to $20 million is more likely than another.

In Jan. 2005, the Court, with prejudice, dismissed all claims
under Section 17(a) of the Securities Act of 1933.  The remaining
claims are pending.  The suit seeks unspecified monetary damages
and penalties, as well as other remedies against the individual
defendants.

Headquartered in Los Angeles, California, JB Oxford Holdings,
Inc., offers market making and institutional trading services
through its National Clearing Corp subsidiary.  The Company also
purchases and sells real estate for investment and/or development
through its FiCorp, Inc., subsidiary.   Through its wholly owned
subsidiaries, the Company was previously engaged in the business
of providing brokerage and related financial services to retail
customers and broker-dealers nationwide.  With the completion of
the transactions with Ameritrade, Inc. and North American
Clearing, its brokerage operations are now limited to providing
market making and institutional trading services only.


JP MORGAN: Fitch Puts Low-B Ratings on $61.2 Million Class Certs.
-----------------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp., series
2005-CIBC13, commercial mortgage pass-through certificates are
rated by Fitch:

     -- $81,674,000 class A-1 'AAA';
     -- $324,282,000 class A-1A 'AAA';
     -- $130,193,000 class A-2 'AAA';
     -- $250,000,000 class A-2FL 'AAA';
     -- $206,403,000 class A-3A1 'AAA';
     -- $25,000,000 class A-3A2 'AAA';
     -- $751,702,000 class A-4 'AAA';
     -- $135,140,000 class A-SB 'AAA';
     -- $272,056,000 class A-M 'AAA';
     -- $187,039,000 class A-J 'AAA';
     -- $2,720,563,694 class X-1 'AAA';
     -- $2,653,464,000 class X-2 'AAA';
     -- $54,411,000 class B 'AA';
     -- $23,805,000 class C 'AA-';
     -- $44,210,000 class D 'A';
     -- $34,007,000 class E 'A-';
     -- $37,407,000 class F 'BBB+';
     -- $30,607,000 class G 'BBB';
     -- $34,007,000 class H 'BBB-';
     -- $10,202,000 class J 'BB+'
     -- $17,003,000 class K 'BB';
     -- $10,203,000 class L 'BB-';
     -- $6,801,000 class M 'B+';
     -- $10,202,000 class N 'B';
     -- $6,801,000 class P 'B-';
     -- $37,408,694 class NR 'NR'.

Class NR is not rated by Fitch.  Classes A-1, A-2, A-2FL, A-3A1,
A-3A2, A-4, A-SB, A-M, A-J, X-2, B, C, and D are offered publicly,
while classes A-1A, X-1, E, F, G, H, J, K, L, M, N, and P are
privately placed pursuant to rule 144A of the Securities Act of
1933.  The certificates represent beneficial ownership interest in
the trust, primary assets of which are 230 fixed-rate loans having
an aggregate principal balance of approximately $2,720,563,695, as
of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the report titled 'J.P. Morgan Chase Commercial Mortgage
Securities Corp., Series 2005-CIBC13,' dated Nov. 8, 2005 and
available on the Fitch Ratings Web site at
http://www.fitchratings.com/


JP MORGAN: Fitch Places Low-B Ratings on $27.9 Mil. Class Certs.
----------------------------------------------------------------
J.P. Morgan Mortgage Acquisition Corp., asset-backed pass-through
certificates, series 2005-FRE1, are rated by Fitch Ratings:

These senior certificates are rated 'AAA':

     -- $732,595,000 classes AI, AII-F-1 through AII-F-4, and  
        AII-V-1 through AII-V-3.

In addition, Fitch rates:

     -- $32,207,000 class M-1 'AA+';
     -- $31,246,000 class M-2 'AA';
     -- $22,112,000 class M-3 'AA-';
     -- $17,305,000 class M-4 'A+';
     -- $16,825,000 class M-5 'A';
     -- $14,902,000 class M-6 'A-';
     -- $15,383,000 class M-7 'BBB+';
     -- $11,537,000 class M-8 'BBB';
     -- $12,018,000 privately offered class M-9 'BBB-';
     -- $15,863,000 privately offered class M-10 'BB+';
     -- $12,018,000 privately offered class M-11 'BB'.

The 'AAA' rating on the senior certificates reflects the 23.80%
total credit enhancement provided by the 3.35% class M-1, the
3.25% class M-2, the 2.30% class M-3, the 1.80% class M-4, the
1.75% class M-5, the 1.55% class M-6, the 1.60% class M-7, the
1.20% class M-8, the 1.25% privately offered class M-9, the 1.65%
privately offered class M-10, the 1.25% privately offered class  
M-11, and overcollateralization.  The initial and target OC is
2.85%. All certificates have the benefit of excess interest.  In
addition, the ratings also reflect the quality of the loans, the
soundness of the legal and financial structures, and the
capabilities of Litton Loan Servicing LP as servicer and U.S. Bank
National Association as trustee.

The collateral pool consists of 4,597 fixed- and adjustable-rate
mortgage loans and totals $961.4 million as of the cut-off date.  
Approximately 11.49% of the mortgage loans have fixed interest
rates, and approximately 88.51% of the mortgage loans have
adjustable interest rates.  The weighted average original     
loan-to-value ratio is 82.38%.  The average outstanding principal
balance is $209,139, the weighted average coupon is 7.310%, and
the weighted average remaining term to maturity is 356 months.  
The weighted average credit score is 624.  The loans are
geographically concentrated in California, Florida, and New York.

All of the mortgage loans were originated or acquired by Fremont
Investment and Loan, a California state-chartered industrial bank
headquartered in Brea, California.  Fremont conducts business in
45 states and the District of Columbia.


KAISER ALUMINUM: Wants to Enter Into Settlement with 8 Insurers
---------------------------------------------------------------
Kaiser Aluminum & Chemical Corporation seeks Judge Fitzgerald's
authority to enter into settlement agreements with:

   -- Associated International Insurance Company,
   -- Affiliated FM Insurance Company,
   -- Evanston Insurance Company,
   -- Employers Mutual Casualty Company,
   -- Federal Insurance Company,
   -- New York Marine Parties,
   -- Allstate Insurance Company, and
   -- St. Paul Surplus Lines Insurance Company.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, recounts that in May 2000, KACC instituted
an insurance coverage action against certain insurer-defendants,
including the eight Settling Insurers, in the Superior Court of
California for the County of San Francisco.  The insurance
coverage at issue in the Products Coverage Action spans the period
from 1959 to 1985, and involves more than 300 insurance policies.

In the Products Coverage Action, Mr. DeFranceschi explains, KACC
seeks a declaratory judgment that the Insurer-Defendants are
obligated to cover the asbestos-related bodily injury products
liability claims that have been asserted against it.  The
Products Coverage Action also seeks damages for breach of contract
and breach of the covenant of good faith and fair dealing against
several of the Insurers.  The Products Coverage Action, if
successful, would establish KACC's rights and the Insurer-
Defendants' obligations, with respect to the Asbestos Products
Claims and would allow KACC to recover its costs from the insurers
in connection with the defense and settlement of the Asbestos
Products Claims.

Mr. DeFranceschi relates that KACC has also sued a more limited
number of insurers on premises claims in a companion action, which
is also pending in San Francisco Superior Court.  In the Premises
Coverage Action, KACC seeks a declaratory judgment that certain
insurers are obligated to cover the asbestos-related bodily injury
premises liability claims that have been asserted against KACC.

Mr. DeFranceschi explains that, in general, an Asbestos Products
Claim is a claim for injury resulting from a product manufactured
or sold by KACC while an Asbestos Premises Claim is a claim for
injury resulting from exposure to an allegedly hazardous product
or condition at a facility owned and operated by KACC.

Subsequently, KACC has negotiated with the Settling Insurers and
reached an agreement to resolve the asbestos and other liability
insurance coverage disputes with them.  The Settlement Agreements
provide for:

Settling Insurer   Settlement Amount   Payment Terms
----------------   -----------------   -------------
Associated Int'l      $24,750,000      The Settlement Amount
Evanston               $5,000,000      will be paid to a
Employers Mutual      $21,100,000      Settlement Account Agent,
Allstate              $65,750,000      unless the Trigger Date
                                        has occurred, in which
                                        case, to an Insurance
                                        Escrow Agent for
                                        distribution to the
                                        Funding Vehicle Trust.
                                        Upon the payment of the
                                        Settlement Amount to an
                                        Insurance Escrow Account,
                                        legal and equitable title
                                        to the Settlement Amount
                                        will pass irrevocably to
                                        the Insurance Escrow
                                        Agent to be distributed
                                        pursuant to the Debtors'
                                        Plan of Reorganization.

Affiliated FM          $8,500,000      No later than 30 days
                                        after the Trigger Date,
                                        Affiliated FM will pay
                                        the Amount to the Funding
                                        Vehicle Trust.  FM's
                                        payment of the Settlement
                                        Amount is in addition to
                                        any and all payments made
                                        to KACC prior to the
                                        Execution Date.

Federal Insurance      $8,500,000      The Settlement Fund will
                                        be paid by Federal into
                                        the Insurance Escrow
                                        Account shortly after the
                                        Trigger Date.

NY Marine             $18,000,000      The Settlement Fund will
                                        be paid so that:

                                        * $2,000,000 will be
                                          paid, shortly after the
                                          Settlement is approved,
                                          into a Settlement
                                          Account, which will be
                                          established pursuant to
                                          the Settlement Account
                                          Agreement;

                                        * $8,000,000 will be paid
                                          on March 31, 2006, into
                                          the Settlement Account,
                                          or into the Insurance
                                          Escrow Account if the
                                          Trigger Date has
                                          occurred; and

                                        * $8,000,000 will be paid
                                          on March 31, 2007, into
                                          the Settlement Account,
                                          or into the Insurance
                                          Escrow Account if the
                                          Trigger Date has
                                          occurred.

                                        On the Trigger Date, the
                                        Settlement Fund will be
                                        transferred from the
                                        Settlement Account to the
                                        Insurance Escrow Account.

St. Paul               $3,000,000      No later than 10 days
                                        after the Settlement is
                                        approved, St. Paul will
                                        pay the first $1,500,000
                                        of the Settlement Amount
                                        to the Settlement Account
                                        Agent, unless the Trigger
                                        Date has occurred.  If
                                        the Trigger Date has
                                        occurred, St. Paul will
                                        pay to the Insurance
                                        Escrow Agent for
                                        distribution to the
                                        Funding Vehicle Trust.
                                        On the later of
                                        January 31, 2007, and the
                                        Trigger Date, St. Paul
                                        will pay the remainder of
                                        the Settlement Amount to
                                        the Insurance Escrow
                                        Agent.  After the Trigger
                                        Date, payments to the
                                        Settlement Account Agent
                                        will be disbursed to the
                                        Insurance Escrow Agent
                                        for distribution to the
                                        Funding Vehicle Trust.

The Settlement Account was created through the Settlement Account
Agreement and will either be substantially in the form of a bank
trust agreement or escrow agreement, Mr. DeFranceschi explains.

Mr. DeFranceschi further relates that under the Insurance Escrow
Agreement, KACC and Wells Fargo Bank, NA, as escrow agent,
established the Tort Claims Settlement Fund pursuant to the
Court's order dated December 29, 2004.  The Insurance Escrow
Account is the account established pursuant to the Escrow
Agreement.

According to Mr. DeFranceschi, the Trigger Date will be the last
to occur of:

     (i) the approval order becomes a final order;
    (ii) the confirmation order becomes a final order; and
   (iii) the occurrence of the Effective Date of the Plan.

Moreover, KACC agrees to release all of its rights under its
insurance policies with the Settling Insurers and to dismiss the
Insurers from the Products Coverage Action.

Pursuant to the Settlement Agreements, KACC will sell the
Insurance Policies back to the significant Settling Insurer, and
the Insurer will buy back the Insurance Policies pursuant to the
Bankruptcy Code free and clear of all liens and claims.

The Settlement Agreement also provides that Associated
International, Allstate, Evanston, Affiliated FM, and St. Paul are
protected under the Plan's Personal Injury Channeling Injunction.

Furthermore, the Settlement Agreement contains certain rights of
termination for Associated International, Affiliated FM,
Evanston, Employers Mutual, and NY Marine, as well as certain
rights to adjustment of the Settlement Fund, including if any
legislation that (i) regulates, limits or controls the prosecution
of asbestos claims and (ii) creates an obligation on the Settling
Insurers to pay money pursuant to the legislation for the benefit
of asbestos claims, is enacted into law by March 31, 2006.

The Settlement Agreement with Federal contains termination rights,
including if Asbestos Legislation is enacted into law by March 15,
2006.  The Settlement Agreement with Allstate provides for
termination rights, including if Asbestos Legislation were to be
enacted into law prior to the earlier of January 1, 2007, or the
Trigger Date.

Mr. DeFranceschi believes that the Settlement Agreements will
eliminate KACC's continuing costs of prosecuting the Products
Action against the Insurers and eliminate uncertainty regarding
future insurance payments.  The Settlement Agreements secure the
payment of a total fixed amount from the Insurers without further
delay and cost to KACC.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 83; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KEYSTONE AUTOMOTIVE: Moody's Lowers $175MM Notes' Rating to Caa1
----------------------------------------------------------------
Moody's Investors Service lowered the ratings for Keystone
Automotive Operations, Inc. in response to the company's
announcement that it has agreed to purchase 100% of the equity of
Reliable Investments, Inc. and assigned a B2 rating to the new
senior secured term loan C of the bank credit facility that will
be used to help fund the transaction.  

The ratings lowered were:

   * Corporate Family Rating, to B2 from B1;

   * guaranteed senior secured bank credit facilities, to B2
     from B1; and

   * guaranteed senior subordinated unsecured notes, to Caa1
     from B3.

The downgrade reflects the expected weakness in Keystone's
leverage and credit metrics as a result of the acquisition, and
Moody's expectation that the debt reduction benefits from the
anticipated synergies will not be meaningful until 2007.  The
rating outlook is stable and reflects Moody's expectation that
Keystone's credit metrics will remain stable as the acquisition is
integrated.

Keystone has agreed to purchase all the outstanding equity of
Reliable Investments, Inc. for $63 million.  Reliable is
Keystone's largest competitor in the specialty accessories and
equipment market.  Keystone will seek to amend the covenants in
the existing senior secured bank credit facility in order to
facilitate the transaction.  The contemplated amendments will
permit the acquisition to be undertaken and will allow for a
$90 million incremental term loan facility.  This term loan will
provide the proceeds necessary to fund the acquisition, refinance
certain existing borrowings of Keystone, and provide enough
balance sheet cash to cover the restructuring initiatives that are
expected to be undertaken.  In addition the amendment will revise
certain financial covenants to reflect debt added with the
transaction.

The lowered ratings are:

   * guaranteed senior secured bank credit facilities to B2
     from B1, consisting of:

     -- $50 million revolving credit facility due 2008; and

     -- $115 million term loan due 2009 ($95.5 million remaining
        amount).

   * $175 million guaranteed senior subordinated unsecured notes
     due 2013 to Caa1 from B3

   * Corporate Family to B2 from B1

Assigned Ratings:

   * B2 for the incremental $90 million guaranteed senior secured
     term loan due 2010 within the bank credit facilities

The ratings reflect the expected high pro forma leverage Keystone
will have subsequent to the acquisition and the challenges
Keystone will face in integrating the combined companies.  
Keystone has historically maintained stable profit margins.
Moody's expects that Keystone's acquisitive nature is likely to
continue, albeit on a smaller scale as Reliable was the company's
next largest competitor.  In May 2005 Keystone purchased
Blacksmith, an Indianan regional distributor of truck and
automotive aftermarket accessories for $30MM.  The acquisition was
funded under the existing senior secured credit facilities.

Keystone also has grown organically through its expansion of
operations on the west coast, increasing the customer base served.
However, total debt has not reduced from the elevated levels
reached as a result of the Bain Acquisition in 2003.  Moody's
believes that Keystone's liquidity subsequent to the acquisition
will be adequate with an estimated $16 million of cash and $30
million of availability under the senior secured revolving credit
facility.

Revenue growth for the combined companies is expected to be in
line with the organic growth history of Keystone.  Profit margin
improvement will primarily reflect attainment of the proposed net
synergies.

The B2 ratings for the proposed incremental $90 million term loan
component of the guaranteed senior secured bank credit facilities
reflect the collateral and guarantee package.  The proposed
incremental $90 million term loan facility will have the same
guarantors, security, covenants and mandatory prepayments as the
existing senior secured credit facilities and will mature one year
after the exiting term loan.

Future events that have the potential to weaken Keystone's outlook
or ratings include:

   * any material deterioration in the company's operating
     margins;

   * an erosion in the inventory and working capital management
     systems; or

   * higher leverage resulting from additional acquisitions.

Future events that have the potential to improve Keystone's
ratings or outlook include successful integration of the Reliable
acquisition combined with improved margins.  These factors could
result in a material de-leveraging of the company's balance sheet
over the intermediate term.

Keystone, headquartered in Exeter, Pennsylvania, competes as a
leading distributor in the specialty accessories and equipment
segment of the broader automotive aftermarket equipment industry.
Keystone's specialty products are used by consumers to improve the
performance, functionality, and appearance of their vehicles.  The
company sells only a nominal dollar amount of commodity
replacement parts.  Keystone is presently the dominant player in
the Northeast, with a strong presence as well in the Midwest, the
Southeast, and Canada.  Keystone's LTM October 1, 2005 revenues
approximate $499 million.


KMART CORP: Files Revised Status Report on Avoidance Actions
------------------------------------------------------------
As previously reported, on August 5, 2005, Kmart Corporation
submitted a status report on the remaining critical vendor
adversary proceeding defendants that joined in or filed a request
to dismiss complaints that have general applicability to all other
defendants.  

On November 18, 2005, Kmart filed a revised status report
indicating which of the adversary cases remain pending since the
last status report.  The revised report also indicates those
defendants who filed joinders to, or similar requests as the
Dismissal Requests filed by:

   -- Chicago Sun Times, Inc.,
   -- Washington Post Company,
   -- Great Lakes Media,
   -- Consumer Communication Services, Inc.,
   -- Marigold Foods LLC,
   -- Dean Foods Company, and
   -- Vertis, Inc.

A full text copy of the revised status report is available for
free at:

    http://bankrupt.com/misc/Kmart_remaining_crit_vendors2.pdf

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates  
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 104; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Gets Okay to Settle Wallace's Certification Issues
--------------------------------------------------------------
On September 28, 2001, Martin Wallace filed a lawsuit against
Kmart Corporation in the Superior Court of California for the
County of Los Angeles.  The lawsuit sought certification of a
putative class of Kmart assistant store managers who were
misclassified as exempt from California wage and hour laws and
overtime requirements.

The California Lawsuit alleged three causes of action seeking:

   (1) recovery for unpaid wages, penalties, pre-judgment
       interest, and waiting time penalties, and attorney's fees
       and costs;

   (2) an order enjoining Kmart from engaging in the alleged
       unlawful practices, restitution of all money due to the
       putative class members, an order declaring that Kmart's
       actions were unlawful, an accounting to determine the
       amount of money owed to each affected employee, and an
       order requiring Kmart to identify each employee who worked
       for the company for four years prior to the filing of the
       lawsuit through time of judgment; and

   (3) amounts converted by Kmart, plus interest, and punitive
       and exemplary damages.

Kmart has denied the allegations.

Due to Kmart's bankruptcy filing, the California Lawsuit was
dismissed.  Mr. Wallace subsequently filed a prepetition claim
asserting the same allegations against Kmart and seeking
$55,315,740 in damages for the period from September 28, 1997,
through January 22, 2002.  Mr. Wallace also filed an
administrative claim seeking $19,905,030 in damages for the period
from January 22, 2003, through May 6, 2003.

Brian A. Sher, Esq., at Bryan Cave LLP, in Chicago, Illinois, says
that the parties are now prepared to litigate the dispute before
the Bankruptcy Court.  An early meeting of counsel under Rule
26(f) of the Federal Rules of Civil Procedure has been held.

The Parties have agreed to bifurcate the class certification
issues from the litigation on the merits of Mr. Wallace's claims.  
Under an Agreed Case Management Order between Mr. Wallace and
Kmart, the Parties agree to follow guidelines for the conduct of
discovery and proceedings related to certification issues, and to
require the parties to further confer regarding management of the
matter through trial after the class certification issue is
decided.

Pursuant to a separate confidentiality agreement, the Parties
agree to protect sensitive information that they may exchange
throughout the course of the discovery process.

The Bankruptcy Court approves the Agreements signed by the
Parties.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates  
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 104; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LARGE SCALE: Files Financial Results for Quarter Ending Sept. 30
----------------------------------------------------------------
Large Scale Biology Corporation delivered its quarterly report on
Form 10-QSB for the quarter ending Sept. 30, 2005, to the
Securities and Exchange Commission on Nov. 18, 2005.

As of Sept. 30, 2005, the company incurred a $11,589,000 net loss,
compared to $17,425,000 net loss for the year ended Dec. 31, 2004.

The company reported $7,406,000 in negative operating cash flows
during the first nine months of 2005 and $14,566,000 during the
year ended December 31, 2004.

At September 30, 2005, the company's balance sheet showed
$10,267,000 in total assets and $9,331,000 in total liabilities.  
As of September 30, 2005, the company had accumulated deficit of
$203.2 million.

                     Going Concern Doubt

The company's management believes that its history of negative
cash flows and cash balance of $85,000 at September 30, 2005,
raise substantial doubt about its ability to continue as a going
concern, absent any new sources of significant cash flows.  In an
effort to mitigate this near-term concern, on October 24, 2005,
the company received $500,000 under a short-term secured loan.  On
August 5, 2005, the company has secured $1,000,000 in short-term
debt financing and a private equity agreement, under which the
company may put to investors up to $15,000,000 of its common
stock.


As previously reported in the Troubled Company Reporter, Deloitte
& Touche LLP expressed substantial doubt about the company's
ability to continue as a going concern after it audited the
Company's Form 10-K for the fiscal year ended 2004 due to the
Company's history of negative cash flows and its current cash
balance.

Large Scale Biology Corporation is a product-focused biotechnology  
company using proprietary technologies to develop and manufacture  
recombinant biologics.  The Company's biomanufacturing  
opportunities include vaccines, complex proteins and follow-on  
off-patent therapeutics.  The Company's proprietary systems are  
supported by patents and patent applications.  The Company's  
corporate offices, research and development and its subsidiary  
company, Predictive Diagnostics, Inc., are headquartered in  
Vacaville, California.  The Company's biomanufacturing operation  
is located in Owensboro, Kentucky.


LB-UBS: S&P Downgrades Rating on Class P Certificates to D
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of commercial mortgage pass-through certificates from   
LB-UBS Commercial Mortgage Trust 2001-C3.  Concurrently, ratings
are lowered on four classes from the same transaction, and the
ratings on the remaining six classes are affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that adequately support the ratings through various stress
scenarios, as well as the defeasance of 9.5% of the pool.  The
lowered ratings reflect expected losses on the specially serviced
assets, as well as interest shortfalls.

As of Nov. 18, 2005, the collateral pool consisted of 132 loans
with an aggregate balance of $1.3 billion, compared with 134 loans
with a balance of $1.38 billion at issuance.  The master servicer,
Wachovia Bank N.A., provided year-end 2004 net cash flow debt
service coverage figures for 96% of the pool.  Based on this
information and excluding defeased loans, Standard & Poor's
calculated a weighted average DSC of 1.51x for the pool, the same
as at issuance.  All of the loans in the pool are current, with
the exception of one loan totaling $11.5 million that is        
90-plus-days delinquent and one asset totaling $23.6 million that
is real estate owned.  Two appraisal reduction amounts totaling
$15.5 million are in effect related to the delinquent and REO
loans.  To date, the trust has experienced no losses.
     
The current top 10 exposures have an aggregate outstanding balance
of $623.8 million.  Eight of the top 10 exposures are loans
secured by single properties.  Five of these eight loans continue
to have credit characteristics consistent with investment-grade
loans.  The largest loan in the pool is structured as an A/B note,
with only the senior note included in the trust.  The subordinate
B note, with a current balance of $40 million, was securitized in
the stand-alone Chrysler Building Mortgage Trust series 2001-C3A
transaction and is discussed in a separate press release dated
Nov. 29, 2005.  Based on Standard & Poor's current valuation
assumptions, the senior component exhibits credit characteristics
consistent with those of high-investment-grade obligations.

The weighted average DSC for the top 10 exposures was 1.72x for
year-end 2004, compared with 1.71x at issuance.  This excludes the
10th-largest exposure, which is with the special servicer and is
discussed below.  Standard & Poor's reviewed property inspections
provided by Wachovia for all of the assets underlying the top 10
exposures, and all were characterized as "good" or "excellent."

Wachovia reported a watchlist of 44 loans with an aggregate
outstanding balance of $270.4 million.  The seventh-largest loan,
Park Central, is secured by a 343,419-sq.-ft. mixed-used office
and retail property built in 1996 in Phoenix, Arizona.  The
exposure was placed on the watchlist due to low DSC resulting from
low occupancy and rent concessions.  DSC and occupancy were 0.70x
and 84%, respectively, for year-end 2004.  The exposure was
previously with the special servicer and was returned to the
master servicer in February 2005.

The watchlist contains one other loan with a balance exceeding  
$20 million.  Nexus-Canyon Park Laboratory is secured by a
152,050-sq.-ft. office property in Bothell, Washington, 21 miles
north of Seattle.  The loan was placed on the watchlist due to low
DSC, which resulted from tenant vacancies and decreased rents.  
The borrower is actively marketing the space.  DSC for year-end
2004 was 0.68x.  Reported occupancy for June 2005 was 98%,
compared with 45% at year-end 2004.
     
There are three assets with the special servicer, LNR Partners
Inc.  The largest asset with the special servicer, the Houston
Galleria/Fairfield Inn portfolio, is secured by four         
cross-collateralized, cross-defaulted full-service hotel
properties with a total of 947 rooms.  The two Galleria properties
are both located in Houston, Texas, and the two Fairfield Inn
properties are located in Dallas, Texas, and Scottsdale, Arizona.  
The loan was transferred to the special servicer due to payment
default.  The asset is REO, and an ARA of $9.8 million is in
effect.  The ARA is based on the most recent appraisal, which
indicates a substantial loss to the trust upon the eventual
disposition of the properties.

The Wichita Apartments portfolio is secured by six           
cross-collateralized, cross-defaulted multifamily properties with
a total of 1,328 units.  All the properties were built in Wichita,
Kansas, between 1948 and 1979. The loan was transferred to LNR due
to payment delinquency.  For year-end 2004, the combined DSC was
0.57x, and occupancy was 50%.  The special servicer is pursuing a
potential sale of the loan or the collateral.  An ARA of       
$5.7 million is in effect, which indicates that the ultimate
resolution of the assets could result in a substantial loss.
     
The Park Plaza Shopping Center loan is secured by a 71,331-sq.-ft.
retail shopping center in Roanoke Rapids, North Carolina.  The
loan was transferred to the special servicer after Winn-Dixie,
which occupied 68% of the gross leaseable area, identified this
location for closure in June 2005.  Winn-Dixie rejected the lease
as of September 2005.  The borrower is currently under lease
negotiations with a new tenant that would occupy the entire
Winn-Dixie space.  Year-end 2004 DSC for the loan was 1.22x.
     
Standard & Poor's stressed the loans on the watchlist, along with
other loans with credit issues, as part of its pool analysis.  Two
loans are secured by properties in and around Lake Charles,
Louisiana that were damaged by Hurricane Rita.  The potential
damage to the respective properties was considered in the pool
analysis.  The resultant credit enhancement levels support the
raised and affirmed ratings.
   
                         Ratings Raised
   
            LB-UBS Commercial Mortgage Trust 2001-C3
  Commercial Mortgage Pass-through Certificates Series 2001-C3

                      Rating
                      ------
          Class    To        From   Credit enhancement
          -----    --        ----   ------------------
          B        AAA       AA                 14.70%
          C        AA        A                  11.30%
          D        A+        A-                 10.09%
          E        A-        BBB+                8.72%
          F        BBB+      BBB                 7.35%
          G        BBB       BBB-                6.43%
    
                         Ratings Lowered
   
            LB-UBS Commercial Mortgage Trust 2001-C3
  Commercial Mortgage Pass-through Certificates Series 2001-C3

                     Rating
                     ------
          Class    To        From   Credit enhancement
          -----    --        ----   ------------------
          L        B         B+                  2.36%
          M        B-        B                   2.10%
          N        CCC       B-                  1.58%
          P        D         CCC                 1.31%
   
                        Ratings Affirmed
   
            LB-UBS Commercial Mortgage Trust 2001-C3
  Commercial Mortgage Pass-through Certificates Series 2001-C3
   
              Class     Rating   Credit enhancement
              -----     ------   ------------------
              A-1       AAA                  18.90%
              A-2       AAA                  18.90%
              H         BB+                   5.25%
              J         BB                    3.68%
              K         BB-                   3.15%
              X         AAA                    N/A
    
                      N/A - Not applicable.


LEVITZ HOME: Wants Court to Approve HSBC Bank Nevada Agreements
---------------------------------------------------------------          
Pursuant to Sections 362 and 363 of the Bankruptcy Code and Rule
4001 of the Federal Rules of Bankruptcy Procedure, Levitz Home
Furnishings, Inc., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's consent
to enter into stipulations and modify various prepetition
agreements with HSBC Bank Nevada, N.A., formerly known as
Household Bank (SB), N.A.

To the extent necessary, the Debtors also ask the Court to modify
the automatic stay to effectuate the terms of the Stipulations.

                 Amended Merchant Agreement

Richard H. Engman, Esq., at Jones Day, in New York, relates that
the parties' Merchant Agreement, dated December 20, 2002, as
amended, provides the Debtors with a private-level, revolving
credit card program that allows them to facilitate sales to
certain qualified customers.  The holders of private-level "LHFI"
credit cards are permitted to purchase goods and services upon
presentment of their cards at each of the Debtors' retail
locations.

After a credit card purchase by a customer, the Debtors forward
to HSBC the transaction data documenting the Card Sale.  After it
receives the transaction data, HSBC remits to the Debtors the
amount of each valid sale, less certain fees, charges, and
discounts, chargebacks, reimbursements, refunds and customer
credits, and any other amounts owed to HSBC by the Debtors under
the Merchant Agreement.  After making payment to the Debtors,
HSBC bills the Cardholder directly for purchases charged to his
or her credit account.  When the Cardholder pays on the Account,
HSBC retains the payment, as HSBC already has paid the Debtors
all amounts owed with respect to the Card Sale.

In the event any Adjustments are warranted, HSBC is entitled to
satisfy the Debtor' debit balance by deducting the amount of the
Adjustments from the amounts owed to the Debtors on account of
subsequent Card Sales.  HSBC pays the Debtors for each of the
Card Sales before HSBC receives payment from the respective
Cardholders-purchasers and before HSBC becomes aware of the
existence of any Adjustments.  

On October 10, 2005, HSBC delivered a notice to the Debtors
terminating the Amended Merchant Agreement, to be effective, via
a further notice, on January 23, 2006.  Pursuant to the
Termination Notice, HSBC exercised its purported rights under the
Merchant Agreement to establish a cash reserve to secure all of
the Debtors' obligations and liabilities to HSBC under the
Agreement and to cover Chargeback amounts and other amounts owing
to HSBC.  HSBC withheld $633,000 from the Debtors as a cash
reserve.

On October 12 and 13, 2005, HSBC withheld $453,368 from the
Debtors in relation to an administrative freeze of the Debtors'
account with HSBC.  Since the Petition Date, the Debtors have not
assumed the Merchant Agreement, but have continued to accept Card
Sales and present sales slips to HSBC for payment.      

Pursuant to a Stipulation, dated October 28, 2005, the parties
agree that:

   (a) they will perform all of their duties and obligations
       under the Merchant Agreement until it expires on March 31,
       2006, rather than until January 23, 2006;

   (b) the Debtors waive any right to cure the defaults set forth
       in the Termination Notice;

   (c) the automatic stay imposed in the Debtors' Chapter 11
       cases will be modified to the extent necessary to permit
       HSBC to exercise its rights under the Merchant Agreement;

   (d) HSBC will release the Administrative Freeze and any
       additional amounts HSBC may have held pursuant to any
       further administrative freeze of the Debtors' account
       after the Petition Date;

   (e) HSBC will retain the Reserve to secure the Debtors'
       obligations and liabilities to HSBC;

   (f) HSBC will receive an allowed administrative claim in the
       amount of any deficiency to the extent that all
       Chargebacks are not satisfied in full;

   (g) they each reserve all remaining rights under the Merchant
       Agreement; and

   (h) they will meet prior to January 31, 2006, to discuss,
       without obligation, the execution of a new agreement to
       replace the Merchant Agreement.

                      Sales Tax Agreement

In connection with the Merchant Agreement, the parties entered
into a related Sales Tax Agreement, dated June 18, 2003.  Under
the Sales Tax Agreement, the parties agreed to pursue any (i)
sales tax refunds, and (ii) deductions, credits or audit offsets,
through amended returns or otherwise, that may arise when a
Cardholder who has purchased goods and services at one of the
Debtors' retail locations on his or her Accounts subsequently
defaults on that account.

In the event of default, HSBC charges off the unpaid balance of
the defaulted Accounts if it is unsuccessful in attempting to
collect any balances due on the Accounts.

After HSBC provides the Debtors with a list of the Accounts
written off by HSBC in each of the calendar quarter, the Debtors
provide HSBC with all information necessary for HSBC to prepare
and file claims for Refunds or Credits.  If a Refund or Credit is
obtained, the Debtors are obligated to reimburse HSBC for legal
and other expenses incurred by HSBC in the pursuit of the Refund
or Credit.  After HSBC is reimbursed, the parties share equally
in the net amount of the Refund or Credit obtained.

The Sales Tax Agreement remains in full force and effect until
the effective date of the termination of the Merchant Agreement.  
Since the Petition Date, the Debtors have not assumed or rejected
the Sales Tax Agreement.

Pursuant to a Stipulation, dated November 21, 2005, the parties
agree that:

   (a) they will perform all duties and obligations under the
       Sales Tax Agreement until the expiration of the term of
       the Merchant Agreement on March 31, 2006, rather than
       until January 23, 2006;

   (b) the automatic stay imposed in the Debtors' Chapter 11
       cases will be modified to the extent necessary to permit
       HSBC to exercise its rights under the Sales Tax Agreement;

   (c) they reserve all remaining rights under the Sales Tax
       Agreement; and

   (d) they will meet prior to January 31, 2006 to discuss,
       without obligation, the execution of a new agreement to
       replace the Sales Tax Agreement.

                 Stipulations Must Be Approved

Mr. Engman tells the Court that the Stipulations promote the
Debtors' near-term, financial health and, by implication, their
ultimate reorganization efforts.  The extension of the effective
date of the cessation of business under the Agreements enables
the Debtors to continue (i) processing private-label customer
credit transactions and (ii) receiving refunds and taking credits
uninterrupted through the modified effective date.  In addition,
the release of the administrative on the Debtors' accounts at
HSBC increases their liquidity.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of   
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Court Approves Blackstone Amended Letter Agreement
---------------------------------------------------------------          
As previously reported in the Troubled Company Reporter, Levitz
Home Furnishings, Inc., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ The Blackstone Group L.P. to provide financial advisory
and investment banking services in connection with their Chapter
11 cases.

Pursuant to a Letter Agreement dated September 29, 2005,
Blackstone will:

   (a) assist in the evaluation of the Debtors' business and
       prospects;

   (b) assist in the development of the Debtors' long-term
       business plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Debtors' Board of Directors, various
       creditors, and other third parties;

   (d) analyze the Debtors' financial liquidity and evaluating
       alternatives to improve the liquidity;

   (e) analyze various restructuring scenarios and the
       potential impact of the scenarios on the recoveries of the
       stakeholders impacted by the Debtors' reorganization;

   (f) provide strategic advice with regard to restructuring or
       refinancing the Debtors' various obligations;

   (g) evaluate the Debtors' debt capacity and alternative
       capital structures;

   (h) participate in negotiations among the Debtors and their
       creditors, suppliers, lessors, and other parties in
       interest;

   (i) prepare all necessary valuation analyses in connection
       with the confirmation of the Debtors' plan of
       reorganization, including valuing securities offered by
       the Debtors;

   (j) advise the Debtors and negotiating with their lenders
       with respect to potential waivers or amendments of various
       credit facilities;

   (k) assist in arranging debtor-in-possession financing for the
       Debtors, as requested;

   (l) provide expert witness testimony concerning any of the
       subjects encompassed by the other financial advisory
       services;

   (m) assist the Debtors in preparing marketing materials in
       conjunction with a possible sale as part of the Debtors'
       reorganization or any possible Transaction;

   (n) assist the Debtors in identifying potential buyers or
       parties in interest to a sale as part of the Debtors'
       reorganization or a Transaction and assisting in the due
       diligence process;

   (o) assist and advising the Debtors concerning the terms,
       conditions, and impact of any proposed reorganization or
       Transaction; and

   (p) provide other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a reorganization under Chapter 11 or a Transaction, as
       requested and mutually agreed.

                            *     *     *

The Court approves the Debtors' application to employ The
Blackstone Group on a final basis, subject to amendments in
the Letter Agreement.

Blackstone will provide financial advisory services to the
Debtors in connection with a possible Restructuring and the
possible sale, merger or other disposition of any portion of the
Debtors or their assets including the sale or other disposition
of all, or substantially all, of the Debtors, and will assist the
Debtors in analyzing, structuring, negotiating and effecting the
Restructuring or the Transaction.

The Debtors will pay Blackstone:

   (i) a $150,000 monthly advisory fee;

  (ii) a capital raising fee equal to 4.0% of the aggregate
       amount of capital raised in the form of secured debt
       junior to the existing senior secured notes, unsecured
       debt, and common or preferred equity capital, payable
       upon raising of the capital; and

(iii) upon the consummation of a Transaction, a Transaction fee
       payable in cash directly out of the gross proceeds of the
       Transaction, calculated as a percentage of the
       Consideration provided to the Debtors' estates in excess  
       of all obligations owed under the Debtors' Senior Secured,
       Superpriority DIP Credit Agreement on the closing date:

           Consideration Applicable        Percentage
           ------------------------        ----------
           less than $75.0 million            0%
            at least $75.0 million            2.0%
            at least $85.0 million            2.5%
            at least $90.0 million            3.0%

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of   
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Wants Court to Approve Key Employee Retention Plan
---------------------------------------------------------------          
Pursuant to Sections 363 and 105 of the Bankruptcy Code, Levitz
Home Furnishings, Inc., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's consent
to implement a retention plan and a modified severance program for
certain executives and key employees.

The Debtors are conducting a very rapid auction for substantially
all of their assets and are also engaged in a program of
stringent cost savings measures.  The ongoing cost savings
efforts, when combined with the already significant reduction in
the size of the Debtors' workforce, affect overall employee
morale and heighten the anxiety that already pervades the
employee ranks, Richard H. Engman, Esq., at Jones Day, in New
York, relates.

The Debtors' Chapter 11 cases have imposed particularly high
burdens on senior management, Mr. Engman continues.  In addition
to their normal operational responsibilities and the critical
importance of their leadership through any sale process, senior
management is also responsible for insuring that the Debtors
comply with the numerous duties imposed on a debtor-in-possession
by the Bankruptcy Code.  Senior management has also negotiated
with potential bidders for the Debtors' assets and assisting
these bidders with conducting due diligence.  Because these
talented employees and executives now face the very real prospect
of having no future employment with the Debtors -- even if they
forego employment opportunities with other employers -- a key
employee retention plan and a severance plan are necessary, Mr.
Engman maintains.

The Debtors have been discussing the terms of the severance
program with all of their significant stakeholders for several
weeks.  In recognition of the urgent liquidity and other issues
being faced by the Debtors in their Chapter 11 cases, the Key
Employee Participants have patiently agreed to postpone
requesting approval of the Retention Plan and the Severance Plan
so as to allow all parties to focus their attention on
postpetition financing and the development of a value maximizing
sale process.

                         Retention Plan

The Retention Plan provides that certain of the Key Employee
Participants will be entitled to a retention bonus payment only
upon the earlier of the Debtors' emergence from bankruptcy or
upon the closing of a sale of substantially all the Debtors'
assets.

The total pool available for Retention Bonus Payments is
$1,500,000.  The Retention Plan contemplates that seven key
executives will receive 70% of the pool established under the
Retention Plan.  The Non-Discretionary Retention Payments are
calculated as a percentage of the total of each of the relevant
Key Employee Participant's annual salary.

The remaining 30% of the pool is allocated, in the Debtors'
management's discretion, either to retain key performers who
would otherwise leave the Debtors or reward key performers for
their individual contributions to the Debtors' emergence.

Key Employee Participants will surrender all rights to a
Retention Bonus Payment if they:

   (a) voluntarily terminate their employment prior to the
       Payment Date; or

   (b) are terminated for cause.

The Debtors have provided the counsel to their secured lenders,
counsel to Official Committee of Unsecured Creditors, and counsel
to the ad hoc committee of noteholders a confidential document
identifying the recipients of the Non-Discretionary Retention
Payments and the amount of each payment.

       Modifications to Existing Severance Arrangements

On October 12, 2005, the Honorable Burton R. Lifland of the
Southern District of New York Bankruptcy Court authorized the
Debtors to implement a severance program for their rank-and-file
employees.  Specifically, the Debtors were authorized to provide
their rank-and-file employees with severance pay equal to one
week's pay for each year of service, with a two-week minimum and a
twelve-week maximum.

Although most of the Key Employee Participants are not
beneficiaries of the severance previously authorized by the
Court, many of them have been promised severance benefits under
written severance agreements or other employment agreements.

The prepetition contractual severance benefits for executives
were:

   (a) 18 months of salary for the Debtors' chief executive
       officer and chief operating officer;

   (b) either 9 or 12 months of salary for some of the Debtors'
       senior vice presidents; and

   (c) between 6 and 9 months of salary for the remaining senior
       vice presidents and vice presidents of the Debtors.

Consistent with their request for rank-and-file employees, the
Debtors propose to modify and continue both contractual severance
and other severance obligations to the Key Employee Participants.

The Severance Program would cover 23 individuals and would
provide severance payments ranging from three months to 12 months
if the Key Employee Participant is terminated for any reason
other than cause.  The aggregate potential cost of the Severance
Program is approximately $4,080,000 -- compared to prepetition
severance of about $4,200,000.

"This reduction in cost compared with the prepetition program
comes because the Chief Executive Officer and the Chief Financial
Officer of the Debtors have voluntarily agreed to reduce their
benefits under the Severance Program from 18 months to 12 months
so as to provide funds for increased severance benefits for other
Key Employee Participants," Mr. Engman explains.

The Debtors have provided a confidential document identifying the
proposed 23 Key Employee Participants in the Severance Program,
their salary, and the number of months and cost of their proposed
severance to the Court's Chambers, counsel to the Debtors'
secured lenders, counsel to the Committee, and counsel to the ad
hoc committee of noteholders.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of   
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts. (Levitz Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LPL HOLDINGS: Moody's Rates $400 Million Sr. Sub. Notes at Caa1
---------------------------------------------------------------
Moody's assigned a B2 rating to $1,050 million in senior secured
bank facilities and a Caa1 rating to $400 million of senior
subordinated debt for LPL Holdings, Inc. (LPL).  A corporate
family rating of B2 was also assigned. LPL is the parent company
that owns 100% of Linsco/Private Ledger Corp., a registered
clearing broker-dealer.  The outlook on all ratings is stable.

LPL is a leading provider of infrastructure and support services
to approximately 6,400 financial advisors.  LPL recently announced
plans to raise $1,450 million of bank facilities and subordinated
debt to partially finance the $2,500 million leveraged buyout of a
majority stake in the company with two private equity firms --
Hellman & Friedman LLC and Texas Pacific Group.  After the sale,
LPL's current management and financial advisors will retain
roughly 30% of the common equity of the company.

Moody's said the leveraged buyout introduces substantial financial
leverage into the capital structure of LPL and reduces the firm's
financial flexibility.  These are the primary factors driving the
B2 rating.  At the outset of the transaction, the ratio of Debt to
adjusted 2005 EBITDA (excluding stock option compensation and
certain one-time charges) is expected to be approximately 6.9x.
This is an elevated Debt/EBITDA ratio, even for a B2 rated
company, and leaves the company with little margin for error.  The
transaction is also priced at a rich multiple of 13.1x adjusted
2005 EBITDA.  This substantial premium reduces the recovery that
could be expected by debt holders should LPL not achieve growth
targets and experience financial distress.

Management intends to reduce debt in coming years, and the senior
debt is expected to contain covenants to capture proceeds of asset
sales and excess cash flow.  Nonetheless, required debt
amortization is minimal, and exit opportunities for the private
equity sponsors will depend on market conditions outside their
control.  This introduces an element of event risk, particularly
for the subordinated note holders.  Substantial improvement in
debt service ratios and debt reduction will be the principal
driving factor behind the potential for future upgrades.

LPL's business model provides a comprehensive support platform for
experienced financial advisors who want to establish their own
money management practice.  LPL provides these services to
financial advisors in approximately 2,800 offices throughout the
United States.

LPL engages advisors as independent contractors, not as employees.
LPL advisors typically brand themselves as independent money
managers and are responsible for the costs of setting up their
local offices and for gathering clients and assets.  On behalf of
LPL, advisors solicit mutual fund or securities transactions or
money management relationships from their local clientele.  This
activity generates revenues for LPL, and LPL then pays its
advisors commissions on these transactions based on a pre-agreed
schedule.  LPL also generates fee revenue by providing
comprehensive support to the advisor in the form of:

   * technology,
   * clearing,
   * research, and
   * regulatory compliance.

LPL remains exposed to the regulatory and compliance risks of the
activities of its advisors, a key risk.  As the advisor base
grows, LPL will need to maintain vigilant and robust controls to
ensure the compliance of its branches and advisors.  Moody's said
regulatory scrutiny of all brokerage firms has increased in recent
years, and the avoidance of serious regulatory infractions is a
prerequisite to future upgrades.  Alternatively, a spate of
serious regulatory issues could lead to downgrades.

Moody's noted that LPL has steadily grown its advisor base, its
revenues and its operating earnings over the past several years in
both rising and declining equity markets.  These financial results
demonstrate the operating leverage in the firm's business model as
well as the appeal of the LPL value proposition to a segment of
experienced financial advisors with established mass affluent
clientele.  LPL does not make upfront payments to recruit
advisors, and has had a relatively clean compliance record over
the past several years.  Moody's expects that LPL can continue to
steadily add financial advisors to its operating platform in the
next couple of years at minimal additional cost; this should
produce expanding operating margins.

Moody's commented that LPL's pretax margins and financial advisor
productivity are weaker than leading full service brokerage firms
with substantially greater client assets under management and with
a greater emphasis on high-net-worth clients.  Steady, controlled
growth of advisors and client assets will be an important driver
of operating performance and may drive LPL's performance on these
metrics.  Improvements on these metrics could contribute to future
upgrades the rating agency said.

These ratings were assigned to LPL Holdings Inc:

   * Corporate Family Rating -- B2

   * $100 million six-year senior secured revolving bank credit
     facility -- B2

   * $50 million one-year senior secured bank Term Loan A -- B2

   * $900 million 7.5 year senior secured bank Term Loan B -- B2

   * $400 million 10 year Senior Subordinated Notes -- Caa1

LPL is a leading provider of infrastructure and support services
to independent financial advisors.  LPL reported earnings of
$35 million for the year ended December 31, 2004.


MARSH SUPERMARKETS: Posts $3.4 Million Net Loss in Second Quarter
-----------------------------------------------------------------
Marsh Supermarkets, Inc. (Nasdaq: MARSA, MARSB) reported financial
results for the second fiscal quarter ended Oct. 15, 2005.  The
company reported a net loss of $3.4 million compared to net income
of $1.3 million for the same period last year.

The company attributed the losses to:

    * lower contribution from comparable stores (stores open
      during both quarters),

    * startup and operating losses of new stores, and

    * higher general and administrative expenses.

Total revenues for the quarter increased to $549.6 million from
$524.9 million for the prior year quarter.  Sales in comparable
supermarkets and convenience stores increased 3.6% in the second
quarter of 2006 from the same period in 2005, but comparable store
merchandise sales, which exclude gasoline sales, declined 0.7%.  
The company excludes gasoline sales from its analysis of
comparable store merchandise sales because retail gasoline prices
fluctuate widely and frequently, making analytical comparisons
difficult.

                 Financial Advisor Engagement

The company has retained Merrill Lynch & Co. to explore strategic
alternatives for the enhancement of shareholder value, including a
possible sale of the company.  The company has authorized Merrill
Lynch to contact a limited number of prospective strategic and
financial purchasers and provide such information as determined to
be necessary or appropriate.  However, there can be no assurance
that the company will consummate a sale or other strategic
alternative.  The company stated that it does not expect to update
its progress or disclose developments with respect to the
exploration of strategic alternatives unless and until the Board
of Directors has approved a definitive transaction.

                   Suspension of Dividends

The company also reported that the Board of Directors had
determined to suspend the payment of future cash quarterly
dividends on company common stock until the company improves its
financial performance and its credit ratios on a sustainable
basis.

                   New Credit Agreement

On Nov. 9, 2005, the company and its subsidiaries entered into a
new five-year $95 million revolving credit facility with a group
of lenders led by Bank of America, N.A.  The new credit facility
is secured by eligible receivables, inventory, certain real estate
and other fixed assets.  The company borrowed approximately $51
million to repay the previous credit facility that was scheduled
to expire in February 2006.  The agreement for the new credit
facility contains covenants and events of default that are
customary for a credit facility of this kind.

"We are clearly disappointed with the loss reported for the
quarter," stated Don E. Marsh, Chairman and Chief Executive
Officer.  "The positive developments of recording our sixth
consecutive quarter of increases in sales from comparable stores
and the new credit facility were outweighed by a number of
negative factors."

"During the past several months, management has been working
diligently to reduce costs during a time of increasing
competition, and while we believe our initiatives will improve
profitability, our responsibility is to consider the best
interests of our employees, the communities we serve and, above
all, our shareholders.  One of the strategic alternatives that we
believe should be considered would be the possible sale of the
company to the right party.  For this reason, we have authorized
Merrill Lynch to investigate the potential of such a transaction
as an integral part of our considerations."

Marsh Supermarkets, Inc. is a leading regional chain, operating 70
Marsh(R) supermarkets, 38 LoBill(R) Foods stores, 8 O'Malia(R)
Food Markets, 160 Village Pantry(R) convenience stores, 2 Arthur's
Fresh Market(R) stores, and 1 Savin*$(SM), in Indiana and Western
Ohio.  The Company also operates Crystal Food Services(SM), which
provides upscale catering, cafeteria management, office coffee,
coffee roasting, vending and concessions, and restaurant
management and Primo Banquet Catering and Conference Centers;
Floral Fashions(R), McNamara(R) Florist and Enflora(R) -- Flowers
for Business.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 17, 2005,
Moody's Investors Service placed the ratings of Marsh
Supermarkets, Inc. on review for possible downgrade based on:

   1) Moody's concerns about the operational and financial
      pressures (as measured by cash flow from operations and
      comparable store sales) that are expected to continue to
      face the company;

   2) Moody's belief that the company's market position has
      weakened because of the many new competitive stores in and
      around Indianapolis; and

   3) Moody's opinion that debt protection measure improvements
      will prove challenging as long as the company continues to
      run free cash flow deficits (after capital investment,
      shareholder enhancement, and cash pension contributions).

Ratings placed under review for possible downgrade:

   * Corporate Family Rating at B1

   * Senior subordinated 8.875% notes due in 2007, guaranteed by
     operating subsidiaries, at B3

Moody's does not rate the company's $82.5 million senior revolving
credit agreement, expiring in February 2006, which is secured by a
pledge of real estate.


MARSH SUPERMARKETS: S&P Reviews Ratings Over Possible Sale Plan
---------------------------------------------------------------
Standard & Poor's Ratings Services placed the ratings for
Indianapolis, Indiana-based Marsh Supermarkets Inc., including the
'B-' corporate credit rating, on CreditWatch with developing
implications.  The placement followed the company's
announcement that it has retained Merrill Lynch & Co. to explore
strategic alternatives for the enhancement of shareholder value,
including a possible sale of the company to a strategic or
financial buyer.

Marsh stated that it does not expect to update its progress or
disclose developments with respect to the exploration of strategic
alternatives unless and until its board of directors has approved
a definitive transaction.
     
"Standard & Poor's will monitor developments associated with this
process to assess the implications for the ratings," said Standard
& Poor's credit analyst Stella Kapur.


MASTR ASSET: Fitch Puts BB+ Rating on $8.4 Mil. Class M-10 Certs.
-----------------------------------------------------------------
MASTR Asset Backed Securities Trust 2005-FRE1, mortgage       
pass-through certificates are rated by Fitch:

The senior certificates are rated 'AAA':

     -- $908,042,000 classes A-1 through A-5.

In addition, Fitch rates:

     -- $110,266,000 class M-1 'AA+';
     -- $41,575,000 class M-2 'AA';
     -- $21,691,000 class M-3 'AA-';
     -- $21,691,000 class M-4 'A+';
     -- $19,884,000 class M-5 'A';
     -- $14,461,000 class M-6 'A-';
     -- $13,858,000 class M-7 'BBB+';
     -- $13,858,000 class M-8 'BBB';
     -- $10,243,000 class M-9 'BBB-';
     -- $8,435,000 privately offered class M-10 'BB+'.

The 'AAA' rating on the senior certificates reflects the 24.65%
total credit enhancement provided by the 9.15% class M-1, the
3.45% class M-2, the 1.80% class M-3, the 1.80% class M-4, the
1.65% class M-5, the 1.20% class M-6, the 1.15% class M-7, the
1.15% class M-8, the 0.85% class M-9, the 0.70% privately offered
class M-10, and overcollateralization.  The initial and target OC
is 1.75%. All certificates have the benefit of excess interest.  
In addition, the ratings also reflect the quality of the loans,
the soundness of the legal and financial structures, and the
capabilities of HomEq Servicing Corporation as servicer and U.S.
Bank National Association as trustee.

The collateral pool consists of 5,684 fixed- and adjustable-rate
mortgage loans and totals $1.205 billion as of the cut-off date.  
Approximately 11.40% of the mortgage loans have fixed interest
rates, and approximately 88.60% of the mortgage loans have
adjustable interest rates.  The weighted average original     
loan-to-value ratio is 81.22%.  The average outstanding principal
balance is $212,016, the weighted average coupon is 7.336%, and
the weighted average remaining term to maturity is 357 months.  
The weighted average credit score is 626.  The loans are
geographically concentrated in California, Florida, and New York.

All of the mortgage loans were originated or acquired by Fremont
Investment and Loan, a California state-chartered industrial bank
headquartered in Brea, California.  Fremont conducts business in
45 states and the District of Columbia.


MERCURY INTERACTIVE: Nasdaq Extends Filing Deadline to January 3
----------------------------------------------------------------
Mercury Interactive Corporation (Nasdaq: MERQE) obtained an
extension until Jan. 3, 2006, from the NASDAQ Listing
Qualifications Panel in which to file its quarterly reports on
Form 10-Q for the periods ended June 30, 2005 and Sept. 30, 2005,
all required restated and other financial statements for previous
periods, and to otherwise meet all necessary listing standards of
The NASDAQ National Market.

The latest extension was granted as a result of a revised plan of
compliance submitted by the company to the Panel on Nov. 15, 2005.   
It is a requirement of the Panel's decision that through Jan. 3,
2006, the company provide prompt notification to the Panel of any
significant events that occur during this time, including any
event that may call into question the company's historical
financial information or that may impact the company's ability to
maintain compliance with any NASDAQ listing requirement or the
Jan. 3, 2006 deadline.

In addition, any compliance document prepared by the company will
be subject to review by the Panel, which may, in its discretion,
request additional information before determining that the company
has complied with the terms of the Panel's decision.  There can be
no assurance that the company will be able to meet the Jan. 3,
2006 deadline established by the Panel.  In granting the company's
request, the Panel noted that it would not entertain further
extension requests should the company be unable to make its
filings by the Jan. 3, 2006 deadline.  If the company is unable to
comply with the conditions for continued listing required by the
Panel, the company's shares of common stock are subject to
immediate delisting from The NASDAQ National Market.  The company
would have the option to request that the NASDAQ Listing and
Review Council review any decision to delist its shares from The
NASDAQ National Market, but cannot provide any assurance that its
request would be successful.  Any such request would not stay a
decision to delist the company's shares.

During the extension period, the company's common stock will
continue to be listed on The NASDAQ National Market under the
trading symbol: MERQE.

Mercury Interactive Corporation -- http://www.mercury.com/-- the  
global leader in business technology optimization software, is
committed to helping customers optimize the business value of
information technology.  Founded in 1989, Mercury conducts
business worldwide and is one of the largest enterprise software
companies today.  Mercury provides software and services for IT
Governance, Application Delivery, and Application Management.
Customers worldwide rely on Mercury offerings to govern the
priorities, processes and people of IT and test and manage the
quality and performance of business-critical applications.  
Mercury BTO offerings are complemented by technologies and
services from global business partners.

                         *     *     *

As reported in the Troubled company Reporter on Oct. 28, 2005,
Mercury Interactive Corporation was soliciting consents from the
holders of its:

   -- $300 million aggregate principal amount of 4.75% Convertible
      Subordinated Notes due 2007; and

   -- $500 million aggregate principal amount of Zero Coupon
      Senior Convertible Notes due 2008.

In each case, Mercury is requesting a limited waiver, until
March 31, 2006, of any default or event of default arising from
Mercury's failure to file with the Securities and Exchange
Commission and furnish to the holders of notes, those reports
required to be filed under the Securities Exchange Act of 1934.  

The company reports that upon the expiration of the
consent solicitations at 5:00 p.m., Eastern Standard Time, on
October 25, 2005, holders of over 94% of the outstanding
aggregate principal amount of 2007 Notes and over 93% of the
outstanding aggregate principal amount of 2008 Notes submitted
consents and therefore the Report Defaults were waived.

In consideration of the waiver, Mercury will:

    (i) pay to each holder of 2007 Notes from whom a properly
        executed, unrevoked and completed letter of consent was
        received on or prior to the Expiration Time a consent fee
        of $25.00 for each $1,000 principal amount of 2007 Notes
        and

   (ii) enter into an amendment to the Indenture governing the
        2008 Notes pursuant to which Mercury shall be required to
        repurchase the 2008 Notes, at the option of the holder, on
        November 30, 2006 at a repurchase price equal to 107.25%
        of the principal amount.


MERRILL LYNCH: Fitch Upgrades Low-B Ratings on 6 Cert. Classes
--------------------------------------------------------------
Fitch Ratings has taken ratings actions on these Merrill Lynch
Mortgage Loans, Inc. mortgage pass-through certificates:

   MLMI series 2003-A

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

   MLMI series 2003-A3

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

   MLMI series 2003-B

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

   MLMI 2003-G

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

The collateral in the aforementioned transactions consists of   
15- to 30-year adjustable-rate mortgages extended to prime
borrowers that are primarily secured by first liens on one- to
four-family residential properties.  As of the October 2005
distribution date, these transactions are seasoned from a range of
22 to 32 months and the pool factors range from approximately 43%
to 55%.  The servicers for the 2003-A3 and 2003-G transactions are
Wells Fargo Home Mortgage, Inc. and PHH Mortgage Corporation,
respectively.  Both are rated 'RPS1' by Fitch.  Transactions  
2003-A and 2003-B are serviced by Capstead Mortgage Corporation
which is not currently rated by Fitch.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$1.84 billion in outstanding certificates.

The upgrades reflect an improvement in the relationship of CE and
future loss expectations and affect approximately $124.06 million
in outstanding certificates.  The CE levels for all classes are 2
times their original levels.  Cumulative losses and the        
non-performing loans are very low for all transactions.


MERRILL LYNCH: Fitch Rates $8.5 Million Cert. Classes at Low-B
--------------------------------------------------------------
Fitch has rated the Merrill Lynch Mortgage Investors Trust    
2005-NCB, which closed on Nov. 29, 2005:

     -- $167.2 million classes A-1A, A-1B, and R 'AAA'
     -- $21.8 million class M-1 'AA';
     -- $18.5 million class M-2 'A';
     -- $10.7 million class B-1 'BBB+';
     -- $4.6 million class B-2 'BBB';
     -- $4.2 million class B-3 'BBB-';
     -- $4.3 million class B-4 'BB+';
     -- $4.2 million class B-5 'BB.

The 'AAA' rating on the senior certificates reflects the 36.20%
initial credit enhancement provided by 8.80% class M-1, the 7.45%
class M-2, the 4.30% class B-1, the 1.85% class B-2, the 1.70%
class B-3, the 1.75% class B-4, the 1.70% class B-5, along with an
initial OC of 5.00% with a target OC of 8.65%.  All certificates
have the benefit of excess interest.

In addition, the ratings reflect:

     * the quality of the loans,

     * the soundness of the legal and financial structures, and    

     * the capabilities of Wilshire Credit Corporation as
       servicer.

Deutsche Bank National Trust Company will act as trustee.

The collateral pool consists of fixed, second lien mortgage loans
and totals $247,934,336 million as of the cut-off date.  The
weighted average original loan to value ratio is 99.87%.  The
average outstanding principal balance is $53,335, the weighted
average coupon is 10.173%, and the weighted average remaining term
to maturity is 347 months.  The loans are geographically
concentrated in California and Florida.


MESABA AVIATION: Wants to Assign Kenton County Ground Lease
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 3, 2005,
Mesaba Aviation Inc., doing business as Mesaba Airlines, sought
the U.S. Bankruptcy Court for the District of Minnesota's
authority to reject, effective Nov. 1, 2005, a ground lease with
the Kenton County Airport Board pursuant to Section 365 of the
Bankruptcy Code.

Since filing the request, the Debtor has learned that certain
parties are interested in potentially taking an assignment of the
Kenton County Ground Lease, Will R. Tansey, Esq., at Ravich Meyer
Kirkman McGrath & Nauman, P.A., in Minneapolis, Minnesota,
relates.  The Debtor believes the assignment may create a benefit
to its estate.

The Debtor reserves its rights to seek to reject the Lease.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink   
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MESABA AVIATION: Court Okays Qwest Settlement Agreement
-------------------------------------------------------
Mesaba Aviation, Inc., doing business as Mesaba Airlines, utilizes
telecommunications and related services and facilities provided by
Qwest Corporation.  On Oct. 25, 2005, Qwest requested adequate
assurance of payment for its services and facilities utilized by
the Debtor, pursuant to Section 366 of the Bankruptcy Code.

Qwest and the Debtor want to resolve the Adequate Assurance
Demand.

In a stipulation, Qwest and the Debtor agree that:

   1. the Debtor will pay Qwest for the invoiced amounts due for
      services Qwest rendered between Oct. 13, 2005, and
      November 21, 2005;

   2. the Debtor will pay each postpetition invoice that it
      receives for services rendered by Qwest in accordance with
      the terms of the invoice;

   3. the Debtor will provide Qwest a $23,410 security deposit to
      secure their payment obligations for postpetition services
      being rendered to them;

   4. Qwest will apply the Deposit to reduce any postpetition
      payment default by the Debtor;

   5. if the Debtor disputes a portion of any invoice issued by
      Qwest, the Debtor will raise that dispute in accordance
      with its agreements with Qwest;

   6. all postpetition amounts owing by the Debtor to Qwest will
      constitute administrative expenses of the Debtor's estate
      pursuant to Sections 503(b) and 507(b) of the Bankruptcy
      Code;

   7. the Stipulation will not affect any of the parties' rights
      under Section 365, or deem an assumption of any agreements
      between them;

   8. in the event that the Debtor fails to timely make any
      payment required by the Stipulation and does not
      immediately cure the default, Qwest may apply the Deposit
      and file a request to terminate services to the Debtor; and

   9. for any new services requested by the Debtor from Qwest,
      provided that the Debtor is currently in compliance with
      all obligations as agreed, the Debtor will forward an
      additional security deposit to Qwest in an amount to be
      determined by the parties commensurate with the particular
      services or products that are requested.

Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
P.A., in Minneapolis, Minnesota, asserts that entry into the
Stipulation will minimize disruption of the Debtor's operation as
a "going concern," and will increase the possibilities for a
successful reorganization.

At the Debtor's request, the U.S. Bankruptcy Court for the
District of Minnesota approves the Stipulation.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink   
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MIRANT CORP: Underwood Perkins Okayed as Ch. 11 Examiner's Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
William K. Snyder, the Chapter 11 Examiner in Mirant
Corp.'s bankruptcy proceeding, permission to retain Underwood,
Perkins & Ralston, P.C., as his supplemental counsel, nunc pro
tunc to October 3, 2005.

Underwood will supplement the services of Gardere Wynne Sewell,
LLP, the Examiner's attorney of record in the Debtors' bankruptcy
cases.

The Examiner wants to retain Underwood Perkins because Arthur A.
Stewart, a former partner at Gardere, transferred to become
senior counsel at Underwood on September 26, 2005.

Michael P. Cooley, Esq., at Gardere Wynne Sewell LLP, in Dallas,
Texas, relates that Mr. Stewart has extensive experience and
knowledge of the issues involved in the Debtors' cases and the
matters within the scope of the Examiner's powers and duties.
Mr. Stewart spent significant time over the last year working
with the other attorneys at Gardere in representing the Examiner.

Mr. Stewart was instrumental in:

   * reviewing and monitoring the operation and observance of the
     "Continued Trading Order;" and

   * analyzing various issues relating to:

     -- the adequacy of the proposed disclosure statement;

     -- the confirmability of the Debtors' proposed plan of
        reorganization;

     -- the valuation; and

     -- certain creditors' entitlement to postpetition interest.

Mr. Stewart also provided additional support for the Gardere core
team by covering depositions and analyzing various other legal
issues arising in the case, Mr. Cooley points out.

The Examiner wants to retain Mr. Stewart on an as-needed basis to
provide services necessary to enable him to fully discharge his
duties and obligations in the Mirant cases.  Specifically, Mr.
Stewart will:

   (a) assist Gardere in matters he was working on while he was a
       a Gardere partner;

   (b) represent or assist the Examiner at any meeting or hearing
       as the Examiner deems appropriate;

   (c) advise the Examiner with respect to his powers and duties;
       and

   (d) provide other services to the Examiner as are necessary
       and appropriate to enable the Examiner to discharge his
       obligations to the Court.

The Examiner says that Underwood will be paid for its services at
its standard hourly rates, plus reimbursement of actual and
necessary expenses.  "The only attorney who will work on this
representation is [Mr.] Stewart, whose hourly rate is $250."

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: Equity Panel Wants Directors' Equity Stake Cancelled
-----------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
chapter 11 cases of Mirant Corporation and its debtor-affiliates
tells the U.S. Bankruptcy Court for the Northern District of Texas
that throughout the Debtors' Chapter 11 cases, some directors and
officers of Mirant Corporation have failed to act consistently
with their fiduciary duty to shareholders and have failed to
properly manage the Debtors' estates.

The Directors and Officers hold approximately 180,000 shares of
common stock in Mirant:

      A.D. Correll            Director                  33,736
      A.W. Dahlberg           Director                  90,851
      David J. Lesar          Director                   5,000
      Robert F. McCullough    Director                   1,000
      James F. McDonald       Director                  29,540
      Ray M. Robinson         Director                   2,500
      Vance N. Booker         Senior Vice President      4,641
      John W. Holden III      Senior Vice President      2,444
      Douglas L. Miller       Senior Vice President     10,014
      John W. Ragan           Senior Vice President      2,361

Specifically, the Equity Committee alleges that the Debtors, at
the direction of Mirant's Directors and Officers, have
deliberately sided with the creditor constituencies represented
by the Official Committee of Unsecured Creditors of Mirant
Corporation, while turning their backs to the concerns of
shareholders.  "In doing so, they have abdicated entirely their
fiduciary obligations to shareholders."

According to the Equity Committee, the Debtors' alliance with the
Corp. Committee was highlighted by Management's decision not only
to align the Debtors with the Corp. Committee at the Valuation
Hearing, but in fact to take the lead role in advocating for a
valuation that would leave equity holders with no recovery or
ownership interest in the reorganized entities.

Aside from failing to position the Debtors as an "honest broker,"
the Equity Committee says, Management has failed to ensure that
the Debtors' cases proceed in an efficient and productive manner
for the benefit of all constituencies.

The Equity Committee notes that:

    -- considerable time, effort and resources have been spent
       litigating over issues arising out of the conduct of the
       Debtors and their management;

    -- Management has demonstrated incompetence in overseeing a
       process whereby claims and causes of action held by the
       Debtors were filed on the eve of the deadline for
       commencing those actions, which reduced the chances of
       favorable settlement -- to which equity holders are
       beneficiaries;

    -- the Debtors have consistently failed to provide important
       information to the statutory committees and the Examiner,
       thus prompting numerous discovery disputes and multiple
       Rule 2004 motions; and

    -- the fees in the Debtors' cases have reached extraordinary
       proportions because Management enabled counsel to the
       Debtors to take an uncompromising position on virtually
       every issue in the Debtors' cases, without meaningful
       efforts at settlement.

As a result, the Equity Committee asserts, the shareholders of
Mirant have been harmed, including with respect to the recoveries
they will receive in the Debtors' cases.

Thus, the Equity Committee asks the Court to equitably
subordinate and cancel the Mirant equity interests held by
Mirant's Directors and Officers.

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)


MIRANT CORP: Asks Court to Approve Wyandotte Settlement Agreement
-----------------------------------------------------------------
Jason D. Schauer, Esq., at White & Case LLP, in Miami, Florida,
relates that Mirant Wyandotte, LLC, a Mirant Corporation
debtor-affiliate and the City of Wyandotte are parties to these
agreements:

    a. the Lease Agreement dated December 21, 2000, pursuant to
       which Mirant Wyandotte leased from the City 24 acres of
       land to develop and operate an electrical generating
       facility;

    b. the Environmental Indemnity Agreement dated December 21,
       2000, along with BASF Corporation; and

    c. the Development Agreement and the Project Output Agreement,
       all dated December 21, 2000, along with the Municipal
       Services Commission of Wyandotte.

According to Mr. Schauer, out of these agreements, disputes arose
among the parties including those that involve tax obligations,
which Mirant Wyandotte allegedly owes to the City.

On August 9, 2004, Mirant Wyandotte sought a third extension of
its time to assume or reject certain executory contracts and
leases, including the Lease with the City.

The City objected and argued that Mirant Wyandotte should not be
permitted additional time to assume or reject the Lease because
Mirant Wyandotte had failed to pay property taxes attributable to
the Property for the 2003 and 2004 tax years.  Nevertheless, the
Court granted the extension.

The City asked the U.S. Bankruptcy Court for the Northern District
of Texas to compel Mirant Wyandotte to pay for the property taxes
but the Court denied its request.

The City filed five proofs of claim based on unpaid ad valorem
taxes -- Claim Nos. 8013, 5867, 6041, 5868 and 5855.  Claim Nos.
5855, 5868 and 6041 were expunged and disallowed, while the Court
adjourned the Debtors' objection with respect to Claim No. 8013.

To resolve all outstanding issues between Mirant Wyandotte and
the City relating to the leased premises and the Agreements, the
parties entered into a Settlement Agreement and Release.  The
important terms of the Settlement Agreement are:

A. Lease Agreement

    a. The City and Mirant Wyandotte have agreed to amend the
       Lease Agreement.  Under the Lease Amendment, the Lease will
       terminate automatically on June 30, 2006;

    b. In the event that Mirant Wyandotte will terminate the Lease
       prior to June 30, it must notify and pay the City these
       amounts for the rent due:

            Month and Year                 Rent Payment
            --------------                 ------------
            November 2005                     $5,000
            December 2005                      5,000
            January 2006                       6,000
            February 2006                      7,000
            March 2006                         8,000
            April 2006                        10,000
            May 2006                          12,000
            June 2006                         14,000

    c. Mirant Wyandotte may also extend the term of the Lease
       beyond June 30, 2006, upon written notice to the City;

    d. The Lease Amendment also provides a list of specific
       activities or Restoration Obligations that Mirant Wyandotte
       must perform to comply with Section 4.7 of the Lease; and

    e. Mirant Wyandotte will assume the Lease, as amended.  The
       parties have agreed that the cure obligation is $10,000.

B. The Environmental Indemnity Agreement

    a. The City, Mirant Wyandotte, and BASF have agreed to an
       amendment to the Environmental Indemnity Agreement.  The
       Environmental Indemnity Amendment provides that, if Mirant
       Wyandotte terminates the Lease pursuant to the Lease
       Amendment, Mirant Wyandotte's obligations under the
       Environmental Indemnity Agreement will be limited to:

       * performing certain Restoration Obligations; and
       * responding to any future indemnification claims; and

    b. Mirant Wyandotte will assume the Environmental
       Indemnification Agreement, as amended, with $0 as cure
       amount.

C. Tax Stipulation

    a. The City and Mirant Wyandotte have entered into a
       Stipulation to Entry of Consent Judgment.  The Tax
       Stipulation provides for the assessed value of Mirant
       Wyandotte's 2005 taxes, which will result in a reduction of
       the taxes on the Wyandotte Facility for 2005 totaling
       $150,000 to $250,000; and

    b. The tax reduction for 2006 is estimated to be even greater.
       The Debtors have agreed that current and future taxes may
       be paid without further Court order.

D. Other Principal Terms

    a. The City and Mirant Wyandotte agree and acknowledge that:

       * the Project Output Agreement and the Development
         Agreement have terminated pursuant to their own terms;
         and

       * Claim Nos. 5855, 5868, and 6041 have been disallowed and
         expunged, and the City is not entitled to vote on any
         plan of reorganization of the Debtors or receive any
         distributions in relation to the those Claims;

    b. Claim No. 5867 and 8013 will be disallowed and expunged in
       their entirety and the City will not be entitled to vote
       those claims in connection with any plan of reorganization
       of the Debtors or receive any distributions in relation to
       those Claims; and

    c. Each of the City and Mirant Wyandotte has agreed to release
       and forever discharge the other of, and from, claims,
       demands, actions, or causes of action arising from
       Agreements prior to the date of the Settlement Agreement as
       well as from any obligation for the property taxes, except
       as provided in the Settlement Agreement.

Mirant Wyandotte asks the Court to:

    a. approve the Settlement Agreement;

    b. approve the Lease Amendment, the Environmental Indemnity
       Amendment, and the Tax Stipulation;

    c. permit Mirant Wyandotte to assume the Lease, as amended,
       and the Environmental Indemnity Agreement, as amended,
       pursuant to Section 365 of the Bankruptcy Code; and

    d. expunge and disallow the Claims in their entirety.

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


NATIONAL HEALTH: Moody's Upgrades Sub. Debentures' Rating to B1
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 senior unsecured rating
of National Health Investors (NHI) and raised the REIT's rating
outlook to positive.  The rating agency also upgraded the rating
on the REIT's convertible subordinated debentures to B1, from B2.
According to Moody's, the positive rating outlook reflects NHI's
progress in strengthening its balance sheet with lower leverage,
sound liquidity and improved fixed charge coverage.  These
positives, however, are counterbalanced by:

   * the REIT's weak asset quality,
   * lack of growth,
   * modest size, and
   * operator concentration.

Corporate governance also presents a potential challenge for NHI.

Over the past few years, NHI has continued to focus on improving
the return on existing assets and strengthening its balance sheet.
The REIT has taken some large write downs on challenged
facilities, which have lowered its taxable income and allowed for
greater retained cash flow as opposed to higher common dividend
payments.  NHI has used this additional cash flow to pay down
debt, as investment opportunities have been slim given the
competitive acquisition environment.

According to Moody's, effective leverage (debt plus preferred
stock relative to gross assets) has declined to 17% as of 3Q05,
down from 22% at YE03 and 21% at YE04.  Moreover, cash and
marketable securities balances have exceeded total debt for the
past several quarters, and NHI maintains a low FFO payout ratio of
around 78%.  Moody's expects that the REIT's sound liquidity will
be sufficient to manage its only large remaining debt maturity --
a $100 million senior unsecured bond due in 2007.  Finally, fixed
charge coverage (including all asset write-offs and recoveries)
remains very high at 8.5X for the nine months ended September 30,
2005, up from 6.1X in 2004.

NHI's ratings continue to reflect the REIT's concentration in
skilled nursing facilities, as well as its exposure to National
Healthcare Corporation (NHC), its largest tenant, and reliance on
government reimbursement.  Approximately two-thirds of NHI's
facility operating revenues are derived from Medicare, Medicaid
and other government programs, which are volatile payment streams.
Although the overall operating performance of NHI's tenants has
been improving, Moody's believes that the REIT retains exposure to
many weaker properties that are particularly susceptible to any
negative change in government reimbursement.  Moody's notes that
the outlook for reimbursement is stable through 2006, but the
longer term outlook remains uncertain given state and federal
budget deficits.  Furthermore, NHI has a large tenant
concentration, with about 45% of its operating revenues derived
from its affiliate, NHC.

Moody's also believes that NHI's corporate governance is an
important credit challenge.  The rating agency perceives there to
be a potential conflict of interest between NHI, NHC and another
affiliate, National Health Realty (NHR).  NHC originally formed
both NHI and NHR as wholly-owned subsidiaries into which it
transferred certain facilities and distributed their shares as
separately-traded public entities.  For several years, NHI and NHR
were externally managed by NHC, and all three companies shared
substantially the same executive management teams.

In November 2004, NHI's advisory agreement was assigned to a new
company formed by its President and Chairman, W. Andrew Adams, who
resigned as CEO of NHC and NHR.  However, Moody's believes there
is still a strong potential for conflict of interest as this
executive remains Chairman of NHC and NHR, and retains a
substantial equity stake in all three companies.  Furthermore, his
brother is CEO of NHC and NHR.  Moody's also notes that NHI's
corporate governance is weakened by the low level of independence
for the REIT's Board of Directors, using Moody's criteria.

Moody's indicated that a ratings upgrade would likely result from:

   * NHI maintaining its modest leverage and strong fixed charge
     coverage;

   * a stable-to-growing portfolio size; and

   * further strengthening operating performance with improvement
     in property-level coverage ratios.

A return to a stable rating outlook would occur from:

   * material asset write-downs or losses from the mortgage
     portfolio;

   * effective leverage above 40%;

   * operating difficulties at NHC; or

   * a negative change in government reimbursement.

These ratings were affirmed with a positive outlook:

  National Health Investors, Inc.:

    * Senior unsecured at Ba3

These ratings were raised with a positive outlook:

  National Health Investors, Inc.:

    * Senior subordinate from B2 to B1

In its previous rating action with respect to NHI, Moody's raised
the REIT's ratings in March 2004.

National Health Investors, Inc. [NYSE: NHI] is a long-term
healthcare real estate investment trust that specializes in the
financing of healthcare real estate through purchase and leaseback
transactions, and in the making of mortgage loans, to healthcare
operators.  NHI owns or mortgages 167 properties in 20 states,
mostly skilled nursing facilities.


NEBRASKA BOOK: Business Competition Spurs S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on college
textbook wholesaler Nebraska Book Co. Inc. and parent NBC
Acquisition Corp. to negative from stable.  Ratings on the
company, including the 'B' corporate credit rating, were affirmed.  
Total debt outstanding as of Sept. 30, 2005, was $415 million.

"The outlook revision is based on increased competition from
student-to-student transactions and alternative media," said
Standard & Poor's credit analyst Robert Lichtenstein.
     
Standard & Poor's is concerned that competition from these sources
will continue to rise.  Same-store sales decreased by 0.5% in the
quarter ended Sept. 30, 2005, primarily because of a 1% decrease
in revenues from sales of used textbooks.  As a result,
profitability and progress toward improving the company's capital
structure were below Standard & Poor's expectations.

The ratings on Nebraska Book Co. Inc. and parent NBC Acquisition
Corp. reflect:

     * the company's relatively small size,
     * lack of business diversification, and
     * high leverage.

Nebraska Book maintains a leading position, along with Follett
Campus Resources and MBS Textbook Exchange Inc., among used
college textbook wholesalers; each has about a 30% market share.  
However, the company's lack of scale and business diversification
leave it vulnerable to changes in the market environment,
including challenges from alternative media.


NORMURA ASSET: S&P Lifts Low-B Ratings on Two Class B Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes from Normura Asset Acceptance Corp. Alternative Loan Trust
Series 2003-A2.  At the same time, the ratings are affirmed on the
remaining classes from this transaction.

The raised ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the analysis are significantly lower than the levels
at issuance, primarily due to loan seasoning, updated FICO scores,
and lower loan-to-value ratios resulting from property value
appreciation.  As a result, Standard & Poor's raised certain
ratings to reflect the credit support provided at the new, lower
loss coverage levels.
     
The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor this transaction to ensure the assigned
ratings accurately reflect the associated risks.
     
                         Ratings Raised
   
   Nomura Asset Acceptance Corp. Alternative Loan Trust Series
                             2003-A2
                                  Rating
                                  ------
                  Class        To          From
                  -----        --          ----
                  B-1          AAA         AA
                  B-2          AAA         A+
                  B-3          AAA         A
                  B-4          AA+         BBB+
                  B-5          AA          BB+
                  B-6          A           B
    
                        Ratings Affirmed
   
   Nomura Asset Acceptance Corp. Alternative Loan Trust Series
                             2003-A2

           Class                                Rating
           -----                                ------
           A-1, A-3, M-1, M-2, AIO-1, AIO-2     AAA


NORTHWEST AIRLINES: Wants to Assume AMEX Credit Card Agreements
---------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, Northwest
Airlines, Inc., and MLT Inc. ask the U.S. Bankruptcy Court for the
Southern District of New York for permission to assume certain
agreements with American Express Travel Related
Services Company, Inc.

The Debtors propose to assume the Amended and Restated Airline
Card Service Agreement, dated as of January 1, 2004, as amended
by the Addendum, dated October 7, 2005, as well as various other
agreements relating to:

     * travel agency or tour operation services by AMEX or
       any of its subsidiaries, affiliates, or franchisees;

     * the acceptance of AMEX cards by any subsidiary or
       affiliate of the Debtors as a tour operator;

     * the issuance by AMEX of commercial card products to
       the Debtors' employees to charge business-related
       travel and entertainment expenses as well as
       procurement of supplies; and

     * access by AMEX premium cardmembers to the Debtors'
       WorldClubs; and

As previously reported, on September 26, 2005, Northwest Airlines
filed a complaint seeking to prohibit AMEX from withholding funds
it collected on behalf of the Debtor.

After extensive negotiations, on October 7, 2005, the parties
amended the Card Service Agreement to resolve the Adversary
Proceeding.  The parties agree that:

   (a) the AMEX Agreements will continue in full force;

   (b) Northwest Airlines will pay any amounts outstanding under
       the AMEX Agreements as of the Petition Dates;

   (c) AMEX will be entitled to establish a Reserve Amount and
       will not be entitled to increase the Reserve Amount
       unless, among other things, Northwest Airlines' liquidity
       falls below a specified threshold, it ceases operations,
       undertakes to sell substantially all of its assets, or
       fails to achieve certain specified labor cost savings;

   (d) Northwest Airlines will provide AMEX with various notices
       and information concerning its business operations and
       reorganization efforts; and

   (e) AMEX is granted a continuing first priority security
       interest in the Reserve Amount, certain other amounts to
       be paid to the Debtors through the AMEX Agreements, and
       refunds identified in the Addendum, and is granted set-off
       and recoupment rights against the Reserve Amount for any
       amounts due and unpaid from the Debtors under the AMEX
       Agreements.

Approximately 30% of the Debtors' revenues from credit card
transactions, or $3,000,000,000 annually, are derived from
purchases made on AMEX cards.  The Debtors' ability to continue
to process their customer charges through AMEX is critical to
their continuation of providing service to their customers,
Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, asserts.

Pursuant to the Court's September 15, 2005 Order authorizing the
Debtors to pay, inter alia, travel agents, the Debtors paid AMEX
$15,000,000 for prepetition amounts owed under certain travel
agency agreements.

The Debtors currently have $5,000,000 in prepetition debts to
AMEX pursuant to one of the credit card agreements.  The Debtors
will pay the amount upon the approval of their Request.

Pursuant to Section 107(b) of the Bankruptcy Code, the Debtors
propose to file the AMEX Agreements under seal.  Mr. Petrick
explains that giving the Debtors' competitors access to highly
confidential and proprietary information, including the rates
contained in the Agreements, will harm the Debtors and AMEX.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Wants to Defease NWA Trust No. 1 Secured Debt
-----------------------------------------------------------------
NWA Aircraft Finance, Inc., is a wholly owned subsidiary of NWA
Inc. formed to purchase 10 aircraft in a structured finance
transaction from Northwest Airlines, Inc.

Aircraft Finance deposited the aircraft into NWA Trust No. 1, a
common law trust, which issued, through an indenture trustee, two
classes of debt to the public, secured by the aircraft.  The
proceeds of the debt financing were used by Aircraft Finance to
pay Northwest Airlines for the three Boeing 747-251B aircraft,
three Boeing 747-227B aircraft and four Boeing 757-251 aircraft.  

Pursuant to an Amended and Restated Trust Agreement, dated as of
March 10, 1994, between Aircraft Finance, as owner participant
and Wilmington Trust Company, as owner trustee, Aircraft Finance
formed Trust 1, which holds title to the Aircraft.

Trust 1 leases the Aircraft to Northwest Airlines.  The lease
payments from Northwest are used, in part, to service the secured
debt issued by Trust 1.  

More specifically, pursuant to an Amended and Restated Master
Lease Agreement, dated as of March 10, 1994, Northwest Airlines
leased the Trust 1 Aircraft from Wilmington Trust.  Wilmington
Trust has rights under Section 1110 of the Bankruptcy Code with
respect to the Trust 1 lease.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, relates that, as of the Petition Date, there
remained two more payments on the outstanding debt.  The first
payment was due, but not paid, on September 12, 2005.  The
second, and last, remaining payment is due on March 10, 2006.  
The two remaining payments, with interest, total $42,441,326.  As
of the Petition Date, Aircraft Finance owned, in addition to its
interest in Trust 1, $5,506,747 in retained cash.

According to Mr. Petrick, Wilmington Trust and U.S. Bank, the
indenture trustee representing noteholders for the debt, have
indicated that they would permit Trust 1 to defease the remaining
debt, release the lien on the Trust 1 Aircraft, terminate the
lease and the trust, and transfer the trust assets to Northwest
Airlines, provided that the Court authorize the necessary
payments and related transactions.

Against this backdrop, pursuant to Sections 105(a), 363(b) and
1110(a) of the Bankruptcy Code, the Debtors ask the U.S.
Bankruptcy Court for the Southern District of New York to
authorize:

   (a) Northwest Airlines to purchase from Aircraft Finance the
       sole beneficial interest in Trust 1 for $36,934,579, an
       amount sufficient, in combination with Aircraft Finance's
       retained cash, to satisfy Trust 1's missed September 12
       Payment and to defease the trust's future obligations;

   (b) Aircraft Finance to transmit the funds received from
       Northwest Airlines to Trust 1, along with all sums held by
       Aircraft Finance;

   (c) Trust 1 to use the funds to defease the remaining debt
       obligations;

   (d) Northwest Airlines and Trust 1 to terminate the lease
       agreement pursuant to which Northwest Airlines currently
       leases the Trust 1 Aircraft from Trust 1; and

   (e) Northwest Airlines to terminate Trust 1 and take title,
       free and clear of liens or encumbrances, of the Trust 1
       Aircraft owned by the trust and any other trust assets.

Alternatively, the Debtors ask the Court to authorize Northwest
Airlines to purchase the Trust 1 assets, free and clear of all
liens or encumbrances, on account of the $36,934,579 payment.

The Debtors' continued use of the Trust 1 Aircraft is beneficial
and necessary to the operation of their businesses, Mr. Petrick
tells Judge Gropper.  Although the payments present a substantial
call on their cash flow, the Debtors, and their financial
advisor, Seabury Group LLC, believe that by defeasing the debt
obligations and securing a release of the aircraft collateral,
the Debtors should be in the position, once having succeeded in
reducing their labor costs, to refinance the Trust 1 Aircraft
under a postpetition financing, thereby restoring critically
needed funding for their reorganization.

As a consequence of the non-payment of the September 12
obligation, Trust 1 may be liable for additional amounts,
including liquidity provider fees and attorneys' fees.  These
amounts should total less than $300,000, Mr. Petrick says.  The
Debtors propose to pay the expenses as part of the defeasance
transaction.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NUTECH DIGITAL: Sept. 30 Working Capital Deficit Tops $2 Million
----------------------------------------------------------------
NuTech Digital, Inc., delivered its financial statements for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 14, 2005.

                   Third Quarter Results

The Company reported a $329,978 net loss on $1,240,406 of net
sales for the three months ending Sept. 30, 2005.  At Sept. 30,
2005, the company's balance sheet showed $6,727,425 in total
assets, $4,580,418 in total liabilities, resulting in $2,147,007
of positive stockholders' equity.  NuTech Digital's Sept. 30
balance sheet shows strained liquidity with $1,504,542 in current
assets available to satisfy $3,677,021 of liabilities coming due
within the next 12 months.

A full-text copy of NuTech Digital's financial statements for the
quarter ended Sept. 30, 2005, is available at no charge at
http://ResearchArchives.com/t/s?32a

                   Ken Groove's Complaint

On May 20, 2005 Ken Groove, a supplier of animated motion
pictures, filed a complaint against NuTech Digital in the Los
Angeles County Superior Court.  The dispute relates to some
distribution agreements allegedly entered into by NuTech Digital
and Mr. Groove for the purchase of licenses to distribute the home
video, television and pay per view rights for various animated
motion pictures provided by the plaintiff.  Mr. Groove sought
recovery of $292,000.  Mr. Groove filed an Application for a Right
to Attach Order and Writ of Attachment seeking to attach assets in
the amount of $292,000.  

On Nov. 16, 2005, the Los Angeles County Superior Court granted
Mr. Groove's request.

                    Going Concern Doubt

Farber & Hass, LLP, in Camarillo, California, the company's
external auditor, raised substantial doubt about NuTech Digital's
ability to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2004.

NuTech Digital, Inc. -- http://www.nutechdvd.com/-- is a leader  
in the home entertainment arena offering original and licensed
content via a worldwide network of distributors, retailers and
Internet entities.  The Company recently launched its Platinum
Concert Series with plans to produce and distribute 12 or more
concert DVDs annually featuring the biggest names in music today.  
The Company also enjoys a significant competitive advantage with
its proprietary DRM technology, which enables the secure
distribution of high-resolution digital content via the Internet.  
NuTech's DRM platform allows its feature films, concerts,
children's animated films, video games, karaoke software, Japanese
animation and late night programming to be accessed via secure
downloads, rented through pre-delivered DVDs, and included in
online subscription services.  The Company also facilitates
authoring services and production to content providers in the
entertainment industry.


OPTION ONE: Moody's Rates Class M-11 Sub. Certificates at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Option One Mortgage Loan Trust 2005-5, and
ratings ranging from Aa1 to Ba2 to the subordinate certificates
issued in the securitization.

The securitization is backed by Option One Mortgage Corporation
originated or acquired adjustable-rate (79%) and fixed-rate (21%)
subprime mortgage loans.  The ratings are based primarily on:

   * the credit quality of loans;
   * subordination;
   * overcollateralization;
   * excess spread; and
   * an interest rate swap agreement.

The credit quality of the loans backing the securitization is in
line with Option One's most recent securitization, Option One
Mortgage Loan Trust 2005-4.  Moody's expects collateral losses to
range from 5.50% to 6.00%.

Option One Mortgage Corporation will service the loans.  Moody's
has assigned Option One its top servicer quality rating (SQ1) as a
primary servicer of subprime loans.

The complete rating actions:

Issuer: Option One Mortgage Loan Trust 2005-5

Securities: Asset-Backed Certificates, Series 2005-5

   * Class A-1, rated Aaa
   * Class A-2, rated Aaa
   * Class A-3, rated Aaa
   * Class 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 M-9, rated Baa3
   * Class M-10, rated Ba1
   * Class M-11, rated Ba2


POLYPORE INTERNATIONAL: Moody's Lowers $300MM Bond Rating to Ca
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of Polypore
International, Inc., and the ratings of Polypore, Inc.
-- corporate family rating to B3; guaranteed senior secured credit
facilities to B2; guaranteed senior subordinated notes to Caa2,
and unguaranteed senior discount notes to Ca.  

These rating actions reflect the erosion in the company's
operating performance and credit metrics due to setbacks in the
healthcare sector of its separations media business, and pricing
pressure and lower demand in the electronics portion of the
company's energy storage business.  The negative rating outlook
reflects Moody's concerns that unless Polypore can successfully
replace lost revenue in its healthcare and electronics segments,
the company's rating could be vulnerable to a further downgrade.

These ratings were downgraded:

Polypore International, Inc.:

   -- $300 million (fully accreted value) of 10.5% unguaranteed
      senior discount notes due October 2012 to Ca from Caa2

   -- Corporate Family rating to B3 from B2

Polypore, Inc.:

   -- guaranteed senior secured credit facilities rating to B2
      from B1, consisting of:

      * $90 million revolving credit facility due May 2010;

      * US$ guaranteed senior secured term loan due November 2011;

      * Euro guaranteed senior secured term loan due November 2011

      * US$ guaranteed senior subordinated notes due May 2012
        rating to Caa2 from Caa1

      * Euro guaranteed senior subordinated notes due May 2012
        rating to Caa2 from Caa1

Polypore has experienced setbacks in its business segments which
have negatively affected the company's performance.  First, there
has been a decrease in demand in the electronics segment of the
energy storage business as a result of higher customer inventories
of rechargeable lithium batteries accumulated in the first half of
2004.  In addition, pricing came under pressure due to increased
capacity in Asia.

However, while demand has not recovered to first-half 2004 levels,
the company began to experience higher year over year volumes in
the third quarter of 2005.  The electronics segment is also
experiencing weakness in disposable lithium batteries due to
slowing demand in military applications.  These factors have
contributed to an approximate 9% decrease in revenues for the
energy storage business for the first nine months of 2005.

Second, Polypore lost a significant cellulosic membrane customer
in the healthcare segment of the separations media business in the
second half of 2004 due to the customer's exit from the dialyzer
production business.  Concurrently, demand for cellulosic
membranes has declined more rapidly than management expectations
as the market is shifting to synthetic membranes.  While
management expects to grow Polypore's existing synthetic membrane
business, the increase is not expected to offset declining demand
for the company's cellulosic membranes in the near term.  These
factors have contributed to an approximately 24% decrease in
revenues for the separations media business for the first nine
months of 2005.

The lower volumes across the company's business segment has
decreased profit dollars and margins for the nine-months ending
September 30, 2005, and has resulted in deteriorating credit
metrics, using Moody's standard adjustments, that approximate the
following: EBIT/cash Interest Expense was 1.07x; and Debt/ EBITDA
(Pro Forma) was 8.9x.  Somewhat mitigating the deteriorating
credit metrics was Polypore's ability to generate approximately
$54 of free cash flow for the period.  Polypore maintained
liquidity of $90 million of availability under its revolving
credit facility and $30 million of cash.  While experiencing
market difficulties and higher raw material and energy costs,
Polypore has prepaid approximately $45 million of bank debt and
repaid $5 million of foreign debt.

In July 2005, Polypore hired a new CEO with significant experience
in chemical and chemical related industries.  Management is
putting in place plans to manage the cellulosic decline.
Management is also implementing price increases in its stable lead
acid battery business where their separators are approximately 3-
5% of the total battery cost and 80% of revenues is replacement
business.

As reflected in Polypore's quarterly SEC filings, the company is
performing close to its covenant levels.  The company will likely
need to negotiate additional flexibility given the covenant
tightening detailed.

Future events that could potentially improve Polypore's ratings or
outlook include:

   * improving revenues and operating margins through organic
     growth;

   * successful expansion into specialized markets; or

   * significant reduction in debt and leverage through an
     offering of permanent equity capital.

Future events that could result in a reduction in the rating or
outlook include:

   * acquisitions or investments that increase leverage;

   * incremental returns of capital to investors that increase
     debt or delay the debt reduction;

   * declines in the company's revenue base due to a loss in
     market share, an erosion in its technological lead in key
     markets, or a scale-back in its research and development
     expenditures;

   * continued declines in margins due to price compression, lower
     manufacturing yields, operating inefficiencies, and higher
     raw material cost; or

   * a decline in liquidity.

Polypore, headquartered in Charlotte, North Carolina, is a leading
worldwide developer, manufacturer and marketer of specialized
polymer-based membranes used in separation and filtration
processes.  The company is managed under two business segments.
The energy storage segment, which currently represents
approximately two-thirds of total revenues, produces separators
for lead-acid and lithium batteries.  The separations media
segment, which currently represents approximately one-third of
total revenues, produces membranes used in various healthcare and
industrial applications.  For the LTM period ended September 30,
2005, Polypore's revenues approximated $435 million.


PORTOLA PACKAGING: Aug. 31 Balance Sheet Upside-Down by $57.8 Mil.
------------------------------------------------------------------          
Portola Packaging, Inc., delivered its annual report on Form 10-K
for the fiscal year ended Aug. 31, 2005, to the Securities and
Exchange Commission on Nov. 28, 2005.

The Company incurred a net loss of $11,553,000 for the fiscal year
ended Aug. 31, 2005, compared to a net loss of $20,791,000 for the
fiscal year ended Aug. 31, 2004.  

At Aug. 31, 2005, Portola Packaging's balance sheet showed a
$57,754,000 of stockholders' deficit compared to a $46,871,000
stockholders' deficit at Aug. 31, 2004.

Portola Packaging reported sales of $68.6 million for the fourth
quarter of fiscal year 2005 compared to $66.2 million for the
fourth quarter of fiscal year 2004, an increase of 3.6%.  
For fiscal year 2005, sales were $265.0 million compared to
$242.5 million for fiscal year 2004, an increase of 9.3%.

The Company reported operating income of $4.5 million for the
fourth quarter of fiscal year 2005, compared to operating income
of $300,000 for the fourth quarter of fiscal year 2004.  For the
fiscal year 2005, the Company had an operating income of
$8.4 million compared to an operating loss of $1 million for
fiscal year 2004.  

The Company reported a net income of $100,000 for the fourth
quarter of fiscal year 2005 compared to a net loss of $4.5 million
for the fourth quarter of fiscal year 2004.  For fiscal year 2005,
the Company had a net loss of $10 million compared to a net loss
of $20.8 million for fiscal year 2004.

The Company stated that the improvement of $4.6 million in the net
income for the fourth quarter of fiscal year 2005 as compared to
the fourth quarter of fiscal year 2004 is primarily attributed to
improved gross margins and lower operating expenses primarily
attributed to reduced spending and decreased staffing levels.
During the fourth quarter of fiscal 2004, the Company incurred
one-time plant relocation expenses of $400,000, an asset
impairment charge of $1.1 million and a gain of $600,000 on the
sale of the San Jose, California facility.

Portola Packaging Inc. -- http://www.portpack.com/-- is a leading  
designer, manufacturer and marketer of tamper evident plastic
closures used in dairy, fruit juice, bottled water, sports drinks,
institutional food products and other non-carbonated beverage
products.  The Company also produces a wide variety of plastic
bottles for use in the dairy, water and juice industries,
including various high density bottles, as well as five-gallon
polycarbonate water bottles.  In addition, the Company designs,
manufactures and markets capping equipment for use in high speed
bottling, filling and packaging production lines.  The Company is
also engaged in the manufacture and sale of tooling and molds used
in the blow molding industry.


PROLONG INTERNATIONAL: AMEX Delisting Prompts OTCBB Move
--------------------------------------------------------
The American Stock Exchange has notified Prolong International
Corporation (AMEX:PRL) in correspondence dated Nov. 21, 2005 that
it was not in compliance with the minimum listing standards for
trading on the Exchange.  Except for the company making a
successful appeal demonstrating compliance, the Exchange has
become obliged by its rules to initiate delisting proceedings.  

The company has decided not to make an appeal, but rather it has
begun the process for trading its shares through the Over the
Counter Bulletin Board, commonly known as the OTCBB.  Prolong
shares formerly traded on the OTCBB, prior to being listed on
AMEX.  Prolong shares will continue to trade on the AMEX until the
delisting process is completed.  At this time, it is not
anticipated that there will be any interruption in the trading of
Prolong shares.

The applicable AMEX Company Guide rules are:

    * Section 1003(a)(iii):

      Shareholders equity of less than $6 million and losses from
      continuing operations or net losses in its five most recent
      fiscal years;

    * Section 1003(a)(ii):

      Shareholders equity of less than $4 million and losses from
      continuing operations or net losses in three of its four
      most recent fiscal years;

    * Section 1003(a)(iv):

      Sustained losses which were so substantial in relation to
      its overall operations or its existing financial resources,
      or its financial condition had become so impaired that it
      appeared questionable, in the opinion of the Exchange, as to
      whether the company would be able to continue operations or
      meet its financial obligations as they matured;

    * Section 1003(f)(v):

      The Exchange deemed it appropriate for the company to effect
      a reverse split to address its low selling price; and

    * Section 1003(f)(iv):

      Failure to pay when due any applicable listing fees.

Headquartered in Irvine, California, Prolong International
Corporation -- http://www.prolong.com/-- is a technology-driven  
consumer products holding company and parent of Prolong Super
Lubricants, Inc., manufacturer and marketer of patented consumer
automotive, commercial/industrial and household products.  The
company's products are marketed and sold under the brand name
Prolong Super Lubricants(r) and are used in consumer, automotive
and industrial applications.  Prolong products are sold throughout
the United States at major chain stores and auto retailers and in
international markets.

                         *     *     *

                    Going Concern Doubt

As reported in the Troubled Company Reporter on Apr. 20, 2005,
Elton Alderman, CEO of Prolong International Corporation said ,
"We started off the year 2004 expecting higher sales and better
financial results than were achieved.  Within this year's annual
audited financial statements, the Company's independent auditors
have provided their opinion that the financial statements of the
Company present fairly, in all material respects, the financial
position of the Company and are in conformity with generally
accepted accounting principles.  They have also expressed their
opinion to management that the company needs to add to its working
capital through new borrowings, additional equity or a combination
thereof, in order to assure adequate liquidity for ongoing and
continued business operations, as the Company's past losses and
working capital deficiencies raise substantial doubt about its
ability to continue as a going concern.  The Company's board and
management agree with their assessment and have been and continue
to be actively engaged in the process of seeking to secure such
new financing on the best available terms.  The Company has
challenges to meet, to be sure, but with the continued support of
our shareholders, vendors, customers and dedicated employees, I
believe the Company will make an impressive performance statement
to the world."


PROTOCOL SERVICES: Can Walk Away from Poway and Los Angeles Leases
------------------------------------------------------------------

The U.S. Bankruptcy Court for the Southern District of California
gave Protocol Services, Inc., and its debtor-affiliates permission
to reject two unexpired leases and assume the Foothill Ranch
lease.

                                         Origination    Expiration
Unexpired Leases       Lessor           Date           Date
----------------       ------           -----------    ----------
12650 Danielson Ct.     RSJ LLC             9/1/2000     6/30/2011
Poway, CA 92064         1416 Savoy Circle
                        San Diego, Calif.
                        92107

350 S. Grand St.        Equity Office       9/1/2004     8/31/2007
Los Angeles, CA 90071   Properties
                        550 South Hope St.
                        Suite 2200a
                        Los Angeles, CA 90071

25902 Towne Center Dr.  Celestica Corp.    8/20/1997    8/31/2007
Foothill Ranch, CA      4701 Technology Parkway
92610                   Fort Collins, CO
                        80528

The Debtors have evaluated that the Poway and Los Angeles leases
are no longer useful to their ongoing operations as it will result
in costs reduction.  The Debtor can now be able to consolidate
management functions at the Foothill Ranch facility.

Under the Foothill Ranch lease, the Debtors entered into a Letter
of Intent to acquire additional space to support one of the
Debtors' largest customers.  The Debtor assumed Foothill Ranch
lease to provide more space for their operations from Poway and
Los Angeles leases.

The Debtors anticipate completing the move of its operations from
the two facilities to the Foothill Ranch facility by the end of
this month.

Although the assumption of the Foothill Ranch lease will require
the Debtors to pay $337,000 of cure amount, the Debtors' overall
savings from two rejected leases will be approximately $650,000 in
2006 and approximately $875,000 in 2007.

Headquartered in Deerfield, Illinois, Protocol Services, Inc., and
its subsidiaries offers agency services, database development and
management, data analysis, direct mail printing and lettershops,
e-marketing, media replication, and inbound and outbound
teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
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.


PROXIM CORP: Court Sets December 20 as Claims Bar Date
------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware established 4:00 p.m. on Dec. 30, 2005, as
the deadline for all creditors, including governmental units, owed
money by Proxim Corporation, and its debtor-affiliates, on account
of claims, arising prior to June 11, 2005, to file their proofs of
claim.

Creditors must file written proofs of claim on or before the
December 30 claims bar date and those forms must be delivered to:

          The Trumbull Group LLC
          Attn: Proxim Claims Agent
          P.O. Box 721
          Windsor, Connecticut 06095

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking   
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  The Debtor along with
its affiliates filed for chapter 11 protection on June 11, 2005
(Bankr. D. Del. Case No. 05-11639).  When the Debtor filed for
protection from its creditors, it listed $55,361,000 in assets and
$101,807,000 in debts.


PURADYN FILTER: Sept. 30 Balance Sheet Upside-Down by $3.9 Million
------------------------------------------------------------------
puraDYN Filter Technologies, Inc., delivered its quarterly report
on Form 10-Q for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on Nov. 14, 2005.

The Company has sustained losses since its 1987 inception and used
net cash in operations of approximately $1,488,000 and $2,392,000
during the nine-months ended September 30, 2005 and 2004,
respectively.  As a result, the Company has had to rely
principally on private equity funding, including the conversion of
debt into stock, as well as stockholder loans to fund its
activities to date.

At September 30, 2005, the company's balance sheet showed
$2,531,487 in total assets, and a stockholders' deficit of
$3,857,699.

                     Going Concern Doubt

DaszkalBolton has expressed substantial doubt about Puradyn's
ability to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2004.

The company's management points to these factors:

   * recurring operating losses,

   * liabilities exceeding assets and

   * the reliance on cash inflows from an institutional investor
     and current stockholder

puraDYN designs, manufactures and markets the puraDYN(R) Bypass  
Oil Filtration System, the most effective filtration product on  
the market today.  It continuously cleans lubricating oil and  
maintains oil viscosity to safely and significantly extend oil  
change intervals and engine life.  Effective for internal  
combustion engines, transmissions and hydraulic applications, the  
Company's patented and proprietary system is a cost-effective and  
energy-conscious solution targeting an annual $13 billion  
potential industry.  The Company has established aftermarket  
programs with several of the transportation industry leaders such  
as Volvo Trucks NA, Mack Trucks, PACCAR; a strategic alliance with  
Honeywell Consumer Products Group, producers of FRAM(R) filtration  
products; and continues to market to major commercial fleets.  
puraDYN(R) equipment has been certified as a 'Pollution Prevention  
Technology' by the California Environmental Protection Agency and  
was selected as the manufacturer used by the US Department of  
Energy in a three-year evaluation to research and analyze  
performance, benefits and cost analysis of bypass oil filtration  
technology.  


REFCO INC: A. Togut Gets Court OK to Operate Refco LLC's Business
-----------------------------------------------------------------          
As previously reported, the Honorable Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York permitted
the Chapter 11 estates of Refco Inc., and its debtor-affiliates to
sell the Regulated Commodities Futures Merchant Business and the
Assumption and Assignment of certain related executory contracts
and unexpired leases.  The Court approved the sale of the
regulated commodities futures merchant business to Man Financial
Inc.  The Acquired Business includes Refco LLC's FCM business.

The Chapter 11 Sale Order authorized the Chapter 11 Debtors to
cause Refco LLC to file a case under chapter 7 of the Bankruptcy
Code in order to implement the Debtors' performance under the
agreement with the Buyer.  The Chapter 11 Sale Order further
requires, prior to consummation of the Agreement, that the
Trustee comply with:

    (i) the requirements of subchapter IV of chapter 7 of the
        Bankruptcy Code necessary for the consummation of the
        Agreement,

   (ii) the applicable requirements of the Commodity Exchange Act
        and Title 17 of the Code of Federal Regulations, including
        Part 190 - "Bankruptcy", and

  (iii) the applicable rules and requirements of Refco LLC's
        designated self-regulatory organization, the Chicago
        Mercantile Exchange.

The Chapter 11 Sale Order also requires that, prior to the
consummation of the Agreement, the Trustee file a motion seeking
an order providing, inter alia:

    (i) that the proposed transfer of customer securities,
        property or commodity contracts to Buyer is consistent
        with Sections 766(c) and (d) of the Bankruptcy Code, the
        Part 190 Regulations and the CME Rules, and cannot be
        avoided under Section 764(b) of the Bankruptcy Code,

   (ii) that the Trustee is authorized to assume and perform the
        Agreement and sell Refco LLC's business to Buyer, and

  (iii) that the Trustee is authorized to assume and assign
        certain related executory contracts and leases to the
        Buyer, all as set forth and provided in the Chapter 11
        Sale Order and the Chapter 7 Sale Order.

Albert Togut, the interim Chapter 7 trustee of Refco LLC, tells
Judge Drain that he has worked diligently to familiarize himself
with:

    (i) the facts, circumstances, structure and complexity of the
        Sale transaction contemplated by the Agreement,

   (ii) the requirements of Subchapter IV,

  (iii) the stringent deadlines imposed by the Part 190
        Regulations for the transfer or liquidation of customer
        accounts, and

   (iv) the applicable rules and regulations of the CFTC, the CME
        and other regulatory bodies.

The Chapter 7 Trustee has received extensive advice from the law
firms of Togut, Segal and Segal LLP and Jenner & Block LLP
concerning his duties and obligations under applicable law, as
well as his responsibilities under the Agreement.

Accordingly, the Trustee sought and obtained the Court's
permission to continue to operate the business of Refco LLC for a
limited period of time in order to consummate the Sale, perform
his duties and obligations under the Chapter 7 Sale Order, and
otherwise fulfill the obligations imposed upon him by Subchapter
IV, including section 766, the Part 190 Regulations, and other
applicable rules and regulations.

Judge Drain grants the Trustee the fullest measure of quasi-
judicial immunity permitted by law.  Judge Drain rules that the
Trustee will be free from any personal liability, and immune from
any suit for personal liability, on account of any actions or
inactions taken by the Trustee in good faith pursuant to Court
orders, in compliance with any order, rule, law, judgment,
regulation or decree, and in exercising his objectively
reasonable business judgment, in connection with his operation of
Refco LLC's business and the discharge of his duties in the
Chapter 7 case.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services  
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


REFCO INC: Refco LLC's Ch. 7 Trustee Can Assume Acquisition Pact
----------------------------------------------------------------          
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Albert Togut, the interim
Chapter 7 trustee of Refco LLC, to assume and perform under the
acquisition agreement dated as of November 13, 2005, by and among
Man Financial Inc., as Buyer, and Refco Inc., Refco Group Ltd.,
LLC, Refco Global Holdings, LLC, Refco Global Futures LLC, Refco,
LLC, Refco (Singapore) PTE Limited, Refco Canada Co., Refco
Overseas Ltd., and certain affiliates of Refco, LLC, as Sellers,
free and clear of all Liens and Claims, other than Assumed
Liabilities.

The Court also authorized the sale of the regulated futures
commission merchant business and the assignment of certain
related executory contracts to Man Financial.

A full-text copy of the Court Order and the Acquisition Agreement
is available for free at:

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

The Commodity Futures Trading Commission has approved the
transfer of customer accounts contemplated by the Agreement by a
letter dated November 22, 2005.

The Chapter 7 Trustee, in his business judgment, believes that
the Agreement is the highest and best offer for the assets to be
sold under the circumstances.

The principal terms of the Agreement are:

    (a) Purchase Price -- $282,000,000 (subject to adjustment)

    (b) Acquired Business

        The Acquired Business consists of the FCM Business in the
        United States (i.e. the Chapter 7 Debtor's business), the
        Company's FCM businesses in the United Kingdom, Canada,
        Singapore, Hong Kong, the Institutional FX business, and
        Refco Securities Inc.

    (c) Sale Free and Clear

        The Assets are to be transferred free and clear of liens,
        mortgages, security interests, conditional sales or other
        title retention agreements, pledges, claims, judgments,
        demands, Excluded Liabilities, encumbrances (except the
        Assumed Liabilities).

    (d) Assumed Liabilities

        The Assumed Liabilities means:

           (i) all Liabilities of the Sellers that are required to
               be performed, and that accrue, on or after the
               applicable Closing Date under the Assumed Contracts
               and Assumed IP Licenses (but excluding any
               Liabilities of the Sellers in respect of a breach
               by any Seller of or default by any Seller under
               those Assumed Contracts or Assumed IP Licenses
               prior to the applicable Closing Date), to the
               extent those Assumed Contracts and Assumed IP
               Licenses, and all rights of the Sellers thereunder,
               are effectively assigned to Buyer at Closing,

          (ii) Liabilities for accrued vacation, sick time and
               time-off with respect to any Transferred Employee,
               and

         (iii) all Customer Account Liabilities as of the
               applicable Closing Date with respect to any
               Customer Accounts that are conveyed to Buyer
               pursuant to the Agreement.

        For the avoidance of doubt:

           (1) Assumed Liabilities will not include any Excluded
               Liabilities, and

           (2) Buyer will not be responsible for any Liabilities
               resulting from the ownership, use, operation or
               maintenance of the Acquired Assets, or the conduct
               of the Business by the Sellers, prior to the
               Closing.

    (e) Excluded Liabilities

        The Buyer will not assume or in any manner whatsoever be
        liable or responsible for any Liabilities of Sellers other
        than the Assumed Liabilities.

    (f) Executory Contracts

           (i) The Debtors will assume and assign certain
               executory contracts and unexpired leases, as set
               forth by the Buyer, by giving the counterparty to
               those Contracts notice of the proposed assumption
               and assignment and the amount, if any, necessary to
               "cure" any existing defaults.  The counterparties
               to the Contracts will have 10 days to object to the
               assumption and assignment of the Contract and the
               cure amount.

          (ii) In connection with any assumption and assignment of
               the Contracts, the Debtors will be responsible for
               payment of any cure amounts.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services  
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


REFCO INC: Gets Court OK to Continue Cash Management System Use
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 29, 2005, J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York, tells the U.S. Bankruptcy Court
for the Southern District of New York that since Refco Inc., and
its debtor-affiliates' filing of their Cash Management Motion,
AlixPartners LLC has conducted extensive research into the
Debtors' cash management system, their available cash, their costs
and expenses of operation, and their need for and ability to
provide cash for postpetition administrative expenses.  

Based on AlixPartners' determinations, the Debtors have concluded
that they no longer need the extensive cash management authority
proposed in the Cash Management Motion.

The Debtors propose to continue to use the same accounts and
disbursement mechanics after the filing of their Chapter 11 cases,
for both debtor and non-debtor entities, with the modifications
that are required to preserve all substantive rights of each of
the separate Refco entities.  To clarify, the Debtors do not
propose that all funds in all Refco affiliates' accounts be swept
on a regular basis to the cash concentration accounts at Refco
Capital, LLC.  Mr. Milmoe explains that the Debtors seek authority
only to permit funds to be transferred to those accounts to
support specific disbursements.

Mr. Milmoe relates that disbursements will continue to be made
from the concentration accounts held by Refco Capital, LLC.
However, the disbursements would be pre-funded, based on the
initial expense allocations that the Debtors perform.  Refco
Capital, LLC, would make disbursements allocated to a particular
entity, whether debtor or non-debtor, under a Paying Agent
Agreement, which provides that Refco Capital, LLC, makes the
disbursements as agent for the entity to whom the expenses are
allocated.  To carry out the agency relationship, the other
entity is required to provide good funds to Refco Capital, LLC,
to back the payments.  This requirement is designed to protect
Refco Capital, LLC, from extending credit to the other Refco
entities.  The Paying Agent Agreement will be modified, however,
so that it would operate only on a "pay as you go" system.

A full-text copy of the revised Paying Agent Agreement is
available for free at:

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

                      *     *     *

Judge Drain authorizes the Debtors to continue to use their
existing cash management systems.

Within 120 days of filing the petitions, or February 14, 2006,
the Debtor will be responsible for holding all cash and cash
equivalents in proper accounts or under proper investment
guidelines as required by Section 345 of the Bankruptcy Code.

Refco Capital Markets, Ltd., will not use cash held at, by, or on
behalf of RCM:

    (a) in any way that would impair the postpetition ability to
        trace proceeds of a particular party in interest's
        accounts or transactions,

    (b) held in an account that is specifically identified to a
        particular party-in-interest, or

    (c) from an account as to which RCM knows that a specific
        party-in-interest makes a claim that funds received from
        or belonging to that party in interest were in that
        account, if there are funds available in other accounts,
        as to which RCM is not aware of any specific claim.

Refco Capital LLC will make an initial allocation of expenses and
disbursements among any Debtor and non-Debtor affiliates using a
reasonable method of allocation; provided, however, that these
allocations will not be final and binding, and a party-in-
interest, upon appropriate motion, notice and hearing, may
challenge those allocations, and provided further that
professional fees and expenses will not be allocated among the
Debtor and non-Debtor affiliates except as authorized by the
Court under an order approving the payment of those
professionals' fees.

On or before December 21, 2005, the Debtors will file with the
Court and serve on parties-in-interest a statement of the
proposed final overhead allocation methodology with which the
Official Committee of Unsecured Creditors of Refco, Inc., agrees.
If the Debtors and the Committee, after making a good faith
effort to reach an agreement, are unable to agree on a
methodology on or before December 20, 2005, the Debtors will file
and serve the statement of the methodology that they propose and
a statement of any Committee disagreements.  A hearing will be
held on approval of an allocation methodology at the regularly
scheduled omnibus hearing on January 10, 2006, at 10:00 a.m.

Judge Drain also approves the Paying Agent Agreement as revised.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services  
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


RESIDENTIAL ACCREDIT: S&P Affirms Low-B Ratings on 6 Cert. Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 44
classes from three RMBS transactions issued by Residential
Accredit Loans, Inc.

The affirmed ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the analysis are sufficient to maintain the current
ratings.  Standard & Poor's will continue to monitor these
transactions to ensure the assigned ratings accurately reflect the
associated risks.
     
                        Ratings Affirmed
   
                              RALI

      Series       Class                            Rating
      ------       -----                            ------
      2003-QS8     A-1, A-2, A-3, A-4, A-5, A-6     AAA
      2003-QS8     A-7, A-P, A-V                    AAA
      2003-QS8     M-1                              AA
      2003-QS8     M-2                              A
      2003-QS8     M-3                              BBB
      2003-QS8     B-1                              BB
      2003-QS8     B-2                              B
      2003-QS13    A-1, A-2, A-3, A-5               AAA
      2003-QS13    A-6, A-7, A-8, A-9               AAA
      2003-QS13    A-10, A-P, A-V                   AAA
      2003-QS13    M-1                              AA
      2003-QS13    M-2                              A
      2003-QS13    M-3                              BBB
      2003-QS13    B-1                              BB
      2003-QS13    B-2                              B
      2003-QS15    A-1, A-2, A-3, A-5, A-6, A-7     AAA
      2003-QS15    A-8, A-P, A-V                    AAA
      2003-QS15    M-1                              AA
      2003-QS15    M-2                              A
      2003-QS15    M-3                              BBB
      2003-QS15    B-1                              BB
      2003-QS15    B-2                              B      


RESIDENTIAL ACCREDIT: Fitch Rates $3.9 Mil. Sub. Certs. at Low-B
----------------------------------------------------------------
Fitch rates Residential Accredit Loans, Inc. mortgage pass-through
certificates, series 2005-QS16:

     -- $403,370,473 classes A-1 through A-12, A-P, A-V, R-I and
        R-II senior certificates 'AAA';

     --  $11,770,100 class M-1 'AA';

     --  $4,279,800 class M-2 'A';

     --  $3,209,800 class M-3 'BBB';

In addition, these privately offered subordinate certificates are
rated by Fitch:

     --  $2,139,900 class B-1 'BB';
     --  $1,712,000 class B-2 'B';
     --  $1,497,939 class B-3 and is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 5.75%
subordination provided by the 2.75% class M-1, the 1.00% class   
M-2, the 0.75% class M-3, the privately offered 0.50% class B-1,
the 0.40% privately offered class B-2 and the 0.35% privately
offered class B-3.  Fitch believes the above credit enhancement
will be adequate to support mortgagor defaults as well as
bankruptcy, fraud and special hazard losses in limited amounts.  
In addition, the ratings reflect:

     * the quality of the mortgage collateral,

     * strength of the legal and financial structures, and

     * Residential Funding Corp.'s servicing capabilities as
       master servicer.

As of the cut-off date, Nov. 1, 2005, the mortgage pool consists
of 1,971 conventional, fully amortizing, 30-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties with an aggregate principal balance of
$427,980,012.  The mortgage pool has a weighted average original
loan-to-value ratio of 75.03%.  The pool has a weighted average
FICO score of 718, and approximately 44.49% and 7.71% of the
mortgage loans possess FICO scores greater than or equal to 720
and less than 660, respectively.  Equity refinance loans account
for 38.28%, and second homes account for 4.48%.  The average loan
balance of the loans in the pool is $217,139.  The three states
that represent the largest portion of the loans in the pool are
California, Florida and Virginia.

All of the mortgage loans were purchased by the depositor through
its affiliate, Residential Funding, from unaffiliated sellers as
described in this prospectus supplement and in the prospectus,
except in the case of 28.5% of the mortgage loans, which were
purchased by the depositor through its affiliate, Residential
Funding, from HomeComings Financial Network, Inc., or HomeComings,
a wholly owned subsidiary of the master servicer.  Approximately
17.9% of the mortgage loans were purchased from National City
Mortgage Corporation, an unaffiliated seller.  Except as described
in the preceding sentence, no unaffiliated seller sold more than
4.6% of the mortgage loans to Residential Funding.  Approximately
68.2% of the mortgage loans are being subserviced by HomeComings.

None of the mortgage loans were subject to the Home Ownership and
Equity Protection Act of 1994.  Furthermore, none of the mortgage
loans are loans that, under applicable state or local law in
effect at the time of origination of the loan are referred to as:

     (1) 'high-cost' or 'covered' loans or
     (2) any other similar designation if the law imposes greater
         restrictions or additional legal liability for
         residential mortgage loans with high interest rates,
         points and/or fees.

For additional information on Fitch's rating criteria regarding
predatory lending legislation, please see the press release issued
May 1, 2003 entitled 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation', available on the Fitch Ratings Web
site at http://www.fitchratings.com/

The mortgage loans were originated under GMAC-RFC's Expanded
Criteria Mortgage Program (Alt-A program).  Alt-A program loans
are often marked by one or more of the following attributes:

     * a non-owner-occupied property;

     * the absence of income verification; or

     * a loan-to-value ratio or debt service/income ratio that is
       higher than other guidelines permit.

In analyzing the collateral pool, Fitch adjusted its frequency of
foreclosure and loss assumptions to account for the presence of
these attributes.

Deutsche Bank Trust Company Americas will serve as trustee.  RALI,
a special purpose corporation, deposited the loans in the trust,
which issued the certificates.  For federal income tax purposes,
an election will be made to treat the trust fund as two real
estate mortgage investment conduit.


RFMSI: S&P Raises Low-B Ratings on Five Certificate Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 13
classes from three transactions issued by RFMSI.  At the same
time, the ratings are affirmed on the remaining classes from these
transactions.
     
The raised ratings are the result of an updated loan-by-loan
analysis performed on the mortgage pool.  The loss coverage levels
derived from the analysis are significantly lower than the levels
at issuance, primarily due to loan seasoning, updated FICO scores,
and lower loan-to-value ratios resulting from property value
appreciation.  As a result, Standard & Poor's raised certain
ratings to reflect the credit support provided at the new, lower
loss coverage levels.
     
The affirmations are based on loss coverage percentages that are
sufficient to maintain the current ratings.  Standard & Poor's
will continue to monitor these transactions to ensure the assigned
ratings accurately reflect the associated risks.
     
                         Ratings Raised
   
                              RFMSI

                                         Rating
                                         ------
            Series      Class        To          From
            ------      -----        --          ----
            2003-S4     M-3          AA          AA-
            2003-S4     B-1          A+          A
            2003-S4     B-2          BBB-        BB
            2003-S14    M-1          AA+         AA
            2003-S14    M-2          AA          A
            2003-S14    M-3          A-          BBB
            2003-S14    B-1          BBB-        BB
            2003-S14    B-2          BB-         B
            2003-S15    M-1          AA+         AA
            2003-S15    M-2          AA          A
            2003-S15    M-3          BBB+        BBB
            2003-S15    B-1          BB+         BB
            2003-S15    B-2          BB-         B
                
                        Ratings Affirmed
   
                              RFMSI

   Series       Class                                   Rating
   ------       -----                                   ------
   2003-S4      A-1, A-2, A-3, A-3A, A-4, A-4, A-5      AAA
   2003-S4      A-6, A-7, A-8, A-9, A-10, A-11, A-12    AAA
   2003-S4      A-13, A-P, A-V, M-1                     AAA
   2003-S4      M-2                                     AA+
   2003-S14     A-1, A-2, A-3, A-4, A-5, A-6, A-P, A-V  AAA
   2003-S15     A-1, A-P, A-V                           AAA  


ROO GROUP: $3.5 Million 3rd Quarter Loss Fuels Going Concern Doubt
------------------------------------------------------------------
ROO Group, Inc., delivered its quarterly report on Form 10-QSB for
the quarter ending Sept. 30, 2005, to the Securities and Exchange
Commission on November 18, 2005.  

The Company reported a $3,558,975 net loss on $1,605,263 of net
revenues for the quarter ending September 30, 2005.  At
Sept. 30, 2005, the Company's balance sheet shows $6,926,510 in
total assets and $3,325,991 in positive stockholders' equity.  

The Company's management expresses substantial doubt about the
Company's ability to continue as a going concern due to its:

   * net operating losses;

   * $710,000 working capital deficit as of September 30, 2005;
     and

   * $4,134,000 negative cash flows from operating activities.  

Moore Stephens, P. C., the Company's auditor expressed going
concern doubt after auditing the Company's financial statements
for the year ending December 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?367  

ROO Group, Inc. -- http://www.roo.com/-- is a global provider of  
digital media solutions and technology that enables the
activation, marketing and distribution of digital media video
content over the Internet and emerging broadcasting platforms such
as set top boxes and wireless.  ROO offers turnkey video solutions
for businesses seeking to improve their web presence with video
broadcasts or broadcast their own latest video clips.  ROO helps
business advertise their latest offering with interactive
advertising solutions, 15-30 second video commercials with a
linked call to action and played simultaneously with topical video
content in a television style format over the Internet.


SAXON ASSET: Moody's Reviews Class BF-1 Certificates' B3 Rating
---------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade one subordinate certificate from one transaction, issued
by Saxon Asset Securities Trust in 2000.  These certificates are
secured by fixed rate and adjustable rate home equity loans.  The
review will focus on the bonds' current credit enhancement levels
compared to the current projected loss numbers.

The underlying collateral of the certificate being placed on
review for possible downgrade appears to be performing worse than
Moody's original expectations.  In addition, the severity of loss
on the liquidated loans may increase due to a higher concentration
of manufactured housing loans.

Moody's complete rating action:

Under Review for Possible Downgrade:

   * Series 2000-1; Class BF-1, current rating B3, under review
     for possible downgrade.


SG MORTGAGE: Moody's Rates Class M-11 Sub. Certificates at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by SG Mortgage Securities Trust 2005-OPT1, and
ratings ranging from Aa1 to Ba2 to the subordinate certificates
issued in the securitization.

The securitization is backed by Option One Mortgage Corporation
originated or acquired adjustable-rate (84%) and fixed-rate (16%)
subprime mortgage loans.  The ratings are based primarily on:

   * the credit quality of loans;
   * subordination;
   * overcollateralization;
   * excess spread;
   * an interest rate swap agreement; and
   * a yield maintenance agreement.

Moody's expects collateral losses to range from 4.75% to 5.25%.

Option One Mortgage Corporation will service the loans.  Moody's
has assigned Option One its top servicer quality rating (SQ1) as a
primary servicer of subprime loans.

The complete rating actions:

Issuer: SG Mortgage Securities Trust 2005-OPT1

Securities: Asset-Backed Certificates, Series 2005-OPT1

   * Class A-1, rated Aaa
   * Class A-2, rated Aaa
   * Class A-3, 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 M-9, rated Baa3
   * Class M-10, rated Ba1
   * Class M-11, rated Ba2


SWISS MEDICA: Posts $1.5-Mil Net Loss in Quarter Ended Sept. 30
---------------------------------------------------------------
Swiss Medica, Inc., delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 14, 2005.

Swiss Medica incurred a $1,546,699 net loss on $1,771,138 of net
revenues for the three months ended Sept. 30, 2005, in contrast to
a $905,152 net loss on $238,616 of net revenues for the comparable
period in 2004.

The Company's balance sheet showed $6.7 million in total assets at
Sept. 30, 2005, and liabilities of $3.6 million.  At Sept. 30,
2005, the Company had accumulated deficit of $30.5 million.

As of Sept. 30, 2005, Swiss Medica's current assets exceed current
liabilities by $1.87 million.  

                  Secured Promissory Note

Swiss Medica issued secured promissory note, in the principal
amount of $560,000 to Strategic Equity Fund, LP, on Nov. 2, 2005.
The promissory note, secured by the Company's personal property,
is due and payable on April 28, 2006, and bears interest at a rate
of 2% per month.  In addition, the Company issued to Strategic
Equity 150,000 shares of its common stock plus warrants to acquire
another 50,000 shares of common stock at $0.20 per share that
expire on the fifth anniversary of the issuance date.

                    Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about Swiss Medica'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 difficulty in generating sufficient cash flow to meet
its obligations and sustain operations.

In addition, certain of the Company's debt instruments impose
restrictions on its ability to incur additional indebtedness,
create liens on assets, make loans or investments and pay
dividends.  Management says these restrictions limit the Company's
operating flexibility and makes it more vulnerable to economic
downturn and competitive pressures.

                    About Swiss Medica

Swiss Medica - http://www.swissmedica.com/-- is a consumer  
healthcare company, which commercializes proprietary 100% pure
bioscience products or all-natural compounds that have health
promoting, disease preventing or medicinal properties.  


TCW LINC: Fitch Keeps Junk Ratings on $121 Million CBO Tranches
---------------------------------------------------------------
Fitch Ratings upgrades two classes of notes issued by TCW LINC III
CBO, Ltd.  These rating actions are effective immediately:

     -- $16,313,490 class A-2L notes upgraded to 'A+' from 'BB-';
     -- $62,218,890 class A-2 notes upgraded to 'A+' from 'BB-';
     -- $34,000,000 class A-3A notes remain at 'CC';
     -- $45,000,000 class A-3B notes remain at 'CC';
     -- $22,000,000 class B-1 notes remain at 'C';
     -- $13,000,000 class B-2A notes remain at 'C';
     -- $7,000,000 class B-2B notes remain at 'C'.

TCW LINC III is a collateralized bond obligation managed by TCW
Investment Management Company, which closed July 13, 1999.  TCW
LINC III is composed of 91.4% high yield bonds and 8.6% CDOs.

Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.  In addition, Fitch conducted cash flow
modeling utilizing various default timing and interest rate
scenarios to measure the breakeven default rates going forward
relative to the minimum cumulative default rates required for the
rated liabilities.

Since the last rating action on Feb. 17, 2005, TCW LINC III has
redeemed a significant portion of its capital structure, resulting
in the class A-1F and class A-1 notes being paid in full and the
reduction of the class A-2L and A-2 notes by 24.1%.  Currently,
there is $125 million of collateral to cover $78.5 million of
liabilities for the class A-2L and class A-2 notes and $79 million
of liabilities for the class A-3A and class A-3B notes.  The class
A overcollateralization and class B OC ratios have decreased to
76.8% and 57.1%, respectively, as of the most recent trustee
report dated Oct. 17, 2005 from 84.4% and 70.5% as of the Jan. 18,
2005 trustee report.  However, the A OC ratio includes the class
A-2L, A-2, A-3A and A-3B notes and does not provide an accurate
picture of the creditworthiness of the class A-2L and A-2 notes.  
All class A notes are anticipated to receive current interest but
it is unlikely that the A-3A and A-3B noteholders will receive
full principal.  The class B-1, B-2A and B-2B notes are cut off
from the receipt of both interest and principal for the
foreseeable future as all distributions are being applied to cure
the A OC test.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A-2L, and class A-2 notes no
longer reflect the current risk to noteholders and have improved,
while the current ratings for the class A-3A, class A-3B, class  
B-1, class B-2A, and class B-2B notes still reflect the current
risk to noteholders.

The ratings of the class A-2L, class A-2, class A-3A, and class  
A-3B notes address the likelihood that investors will receive full
and timely payments of interest, as per the governing documents,
as well as the stated balance of principal by the legal final
maturity date.  The ratings of the class B-1, class B-2A, and
class B-2B notes address the likelihood that investors will
receive ultimate and compensating interest payments, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments. Additional deal information and
historical data are available on the Fitch Ratings Web site at
http://www.fitchratings.com/


TELOGY INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Lead Debtor: Telogy, Inc.
             3200 Bohannon Drive
             Union City, California 94587

Bankruptcy Case No.: 05-49371

Debtor-affiliate filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      e-Cycle, LLC                               05-49372

Type of Business: Telogy, Inc., rents, sells, leases electronic
                  test equipment including oscilloscopes,
                  spectrum, network, logic analyzers, power
                  meters, OTDRs, and optical, from manufacturers
                  like Tektronix, Rohde & Schwarz.  See
                  http://www.tecentral.com/

                  e-Cycle, LLC, provides outsourced services and
                  solutions for electronic equipment supply
                  chains.  See http://www.ecycleinc.com

Chapter 11 Petition Date: November 29, 2005

Court: Northern District of California (Oakland)

Judge: Edward D. Jellen

Debtors' Counsel: Ramon Naguiat, Esq.
                  Pachulski, Stang, Ziehl, Young
                  Jones & Weintraub P.C.
                  150 California Street, 15th Floor
                  San Francisco, California 94111-4500
                  Tel: (415) 263-7000

Debtors'
Financial
Advisor:          Alvarez & Marsal

                  Estimated Assets         Estimated Debts
                  ----------------         ---------------
Telogy, Inc.      More than $100 Million   More than $100 Million
e-Cycle, LLC      $1 Mil. to $10 Mil.      $500,000 to $1 Mil.

The Debtors did not file a list of their 20 largest unsecured
creditors.


ULTRASTRIP SYSTEMS: Posts $2 Million Net Loss in Third Quarter
--------------------------------------------------------------
Stuart, Florida-based UltraStrip Systems, Inc., reported revenues
of $187,402 for the three months ended Sept. 30, 2005, as compared
to revenues of $143,490 for the three months ended Sept. 30, 2004.

The Company generated $124,940 of field services revenue in
support of the Hurricane Katrina disaster relief programs, had
spare part sales of $51,303 and royalties of $11,159 for the three
months ended Sept. 30, 2005, as compared with spare part sales of
$135,424 and royalties of $8,066 for the three months ended
September 30, 2004.

UltraStrip incurred a $1,987,631 net loss for the three months
ended Sept. 30, 2005, compared to an $856,193 net loss for the
three months ended Sept. 30, 2004.

Loss from operations for the three months ended Sept. 30, 2005,
was $1,539,304 compared to a $604,236 loss for the same period in
the prior year.  The increase in loss from operations in 2005 was
due to increased salaries, increased non-cash compensation expense
and the launch of Ecosphere.

UltraStrip's balance sheet showed $2,221,263 in total assets at
Sept. 30, 2005, and $3,950,388 in total liabilities.

The Company continues to experience losses from operations and
with no material ongoing revenues it is primarily dependent on
outside sources of funding to continue its operations.  The
Company currently has no financial resources to meet its Sept. 30,
2005 working capital deficit of $2,029,771 and future operating
costs.

                     Going Concern Doubt
   
Tedder, James, Worden & Associates, PA, expressed substantial
doubt about UltraStrip's ability to continue as a going concern
after it audited the Company's financial statements for the years
ended Dec. 31, 2003 and 2004.  The auditing firm pointed to the
Company's recurring losses from operations, working capital
deficit, and outstanding redeemable convertible cumulative
preferred stock that became eligible for redemption after June
2002 for $5.2 million.

                     About UltraStrip

UltraStrip Systems, Inc. -- http://www.ultrastrip.com/-- is a  
water-engineering firm that develops and sells patented equipment
to provide solutions to environmental problems.  The Company's
Mobile Water Filtration Systems, provided through its Ecosphere
Technologies subsidiary, provides a solution to use its powerful
water-filtration and purification technology in the world's most
challenging applications, both in developing regions, and in areas
hit by man-made or natural events that damage vital water
resources.   UltraStrip's patented robotic water jetting systems
are designed to provide an environmentally safe coatings removal
process in both heavy marine, automobile, and above ground storage
tank applications. The robotic systems have been utilized for U.S.
Naval ships.


URBAN HOTELS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Urban Hotels Inc.
        dba Lax Plaza Hotel
        6333 Bristol Parkway
        Culver City, California 90230

Bankruptcy Case No.: 05-50140

Type of Business: The Debtor operates Lax Plaza Hotel.

Chapter 11 Petition Date: November 29, 2005

Court: Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  Law Offices of M. Jonathan Hayes
                  21800 Oxnard Street, Suite 840
                  Woodland Hills, California 91367
                  Tel: (818) 710-3656

Total Assets: $23,000,000

Total Debts:  $20,000,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bhupendra Mistry                 Personal Loans        $500,000
1753 Cannes Drive
Thousand Oaks, CA 91362

City of Culver                   Tax                   $302,422
P.O. Box 507
Culver City, CA 90232

Ramada Franchise                 Trade Debt            $160,728
P.O. Box 360113
Pittsburgh, PA 15251

Board of Equalization            Trade Debt             $46,112

Unique Laundry                   Trade Debt             $30,952

Global Co.                       Trade Debt             $28,894

Goldberg & Solovy Foods          Trade Debt             $23,099

HBL Security Services, Inc.      Trade Debt             $21,907

Logenet Entertainment            Trade Debt             $21,402

James S. Yan                     Trade Debt             $21,161

Guest Distribution               Trade Debt             $19,227

South Bay Produce                Trade Debt             $17,375

K M K Supply Company             Trade Debt             $16,997

Hallmark Motor/Mechanical        Trade Debt             $13,680

Viking Office Products           Trade Debt              $9,846

Telecheck                        Trade Debt              $9,762

Republic Uniform                 Trade Debt              $9,153

Key Equipment Finance            Trade Debt              $8,930

Elite Food Distributor, Inc.     Trade Debt              $8,267

Victor Market Co.                Trade Debt              $7,577


WELLS FARGO: Fitch Rates $448,000 Class B Certificates at Low-B
---------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2005-15,
are rated by Fitch Ratings:

     -- $219,989,374 classes A1, A2, A3, PO, and R, 'AAA' 'senior
        certificates';

     -- $2,463,000 class B1, 'AA';

     -- $448,000 class B2, 'A';

     -- $336,000 class B3, 'BBB';

     -- $224,000 class B4, 'BB';

     -- $224,000 class B5, 'B'.

The 'AAA' ratings on the senior certificates reflect the 1.75%
subordination provided by the 1.10% class B-1, the 0.20% class   
B-2, the 0.15% class B-3, the 0.10% privately offered class B-4,
the 0.10% privately offered class B-5, and the 0.10% privately
offered class B-6.  The ratings on the class B-1, B-2, B-3, B-4,
and B-5 certificates are based on their respective subordination.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the primary servicing
capabilities of Wells Fargo Bank, N.A.; rated 'RPS1' by Fitch
Ratings.

The transaction consists of one group of 376 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 15 years.  The
aggregate unpaid principal balance of the pool is $223,908,372 as
of November 1, 2005, and the average principal balance is
$595,500.  The weighted average original loan-to-value ratio of
the loan pool is approximately 60.4%; 0.40% of the loans have an
OLTV greater than 80%.  The weighted average coupon of the
mortgage loans is 5.424% and the weighted average FICO score is
751.  Cash-outs and rate/term refinance represent 36.7% and 25.4%
respectively.  The states that represent the largest geographic
concentration are California, New York, and Florida.  All other
states represent less than 5% of the outstanding balance of the
pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings Web site at
http://www.fitchratings.com/

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and Wachovia Bank, N.A. will act as
trustee.  Elections will be made to treat the trust as a real
estate mortgage investment conduit for federal income tax
purposes.


WELLS FARGO: Fitch Places Low-B Ratings on $3.7 Mil. Cert. Classes
------------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2005-14,
are rated by Fitch Ratings:

     -- $1,259,275,957 classes I-A-1 through I-A-11, I-A-PO,     
        I-A-R, II-A-1, II-A-2, and II-A-PO, 'AAA' senior
        certificates;

     -- $29,045,000 class I-B-1 and II-B-1, 'AA';

     -- $7,792,000 class I-B-2 and II-B-2, 'A';

     -- $4,522,000 class I-B-3 and II-B-3, 'BBB'

     -- $2,615,000 class I-B-4 and II-B-4, 'BB'

     -- $1,060,000 class I-B-5, 'B'


The 'AAA' ratings on the group I senior certificates reflects the
3.25% subordination provided by the 1.90% class I-B-1, the 0.55%
class I-B-2, the 0.30% class I-B-3, the 0.20% privately offered
class I-B-4, the 0.15% privately offered class I-B-5, and the
0.15% privately offered class I-B-6.

The 'AAA' ratings on the group II senior certificates reflects the
4.20% subordination provided by the 2.60% class II-B-1, the 0.65%
class II-B-2, the 0.40% class II-B-3, the 0.20% privately offered
class II-B-4, the 0.15% privately offered class II-B-5, and the
0.20% privately offered class II-B-6.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures and the primary servicing
capabilities of Wells Fargo Bank, N.A.

The transaction consists of two groups.  The first group consists
of 1,319 fully amortizing, fixed interest rate, first lien
mortgage loans, with an original weighted average term to maturity
of approximately 30 years.  The aggregate unpaid principal balance
of the pool is $707,008,215 as of Nov. 1, 2005, and the average
principal balance is $536,018. The weighted average original  
loan-to-value ratio of the loan pool is approximately 68.35%;
0.78% of the loans have an OLTV greater than 80%.  The weighted
average coupon of the mortgage loans is 5.873% and the weighted
average FICO score is 744.  Cash-outs and rate/term refinance
represent 35.91% and 18.13% respectively.  The states that
represent the largest geographic concentration are California,
Maryland, and Virginia.  All other states represent less than 5%
of the outstanding balance of the pool.

The second group consists of 958 fully amortizing, fixed interest
rate, first lien mortgage loans, with an original WAM of
approximately 30 years.  The aggregate unpaid principal balance of
the pool is $600,465,643 as of Nov. 1, 2005, and the average
principal balance is $626,791.  The weighted average OLTV of the
loan pool is approximately 69.29%; 0.48% of the loans have an OLTV
greater than 80%.  The WAC of the mortgage loans is 5.893% and the
weighted average FICO score is 744.  Cash-outs and rate/term
refinance represent 32.49% and 19.06% respectively.  The states
that represent the largest geographic concentration are
California, Virginia, Maryland, New York.  All other states
represent less than 5% of the outstanding balance of the pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings Web site at
http://www.fitchratings.com/

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and Wachovia Bank, N.A. will act as
trustee.  Elections will be made to treat the trust as a real
estate mortgage investment conduit for federal income tax
purposes.


WESTLIN CORP: Court Sets Plan Confirmation Hearing for Dec. 19
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, approved Westlin Corporation's disclosure
statement on Sept. 20, 2005.

The plan offered by the company provides for full payment of its
creditors and preserves current public stockholder equity with
some dilution.  Interested shareholders can request a copy of the
plan and disclosure statement by contacting our attorney, Tow and
Koenig in writing via fax at 281-681-1441.

Shareholders have until Dec. 14, 2005, to file any objections or
comments to the plan.  A hearing on confirmation of the plan will
be held on the Dec. 19, 2005, 515 Rusk Avenue, Houston, Texas
77002 in Courtroom No.403 at 10:00am.

The company management and board members are pleased with the plan
which will allow the company to preserve shareholder equity, repay
creditors in full, and allow the company to resume its business
plan.  The current climate is ripe for execution of this business
plan as there is a lack of substantially secure centers around the
Country, especially in the Gulf Coast region.

Headquartered in Houston, Texas, Westlin Corporation
(Pinksheets:WSTN) -- http://www.westlin.com/-- is an Internet  
technology company engaged in Disaster Recovery and Business
Continuity business lines.  Its operation, located in a former
Nuclear Fallout Shelter provides one of the most secure
environments for on-line and near-line data storage, safe from
natural disasters and terrorist acts.  The company filed for
chapter 11 protection on Sept. 3, 2004 (Bankr. Case No. 04-42765).  
Julie Mitchell Koenig, Esq., at Tow and Koenig PLLC, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated less than $50,000
in assets and between $1 million to $10 million in liabilities.


ZOND-PANAERO WINDSYSTEM: Defaults on $2.4 Million Interest Payment
------------------------------------------------------------------
Zond-Panaero Windsystem Partners I delivered its financial results
for the quarter ended Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 14, 2005.

Zond-Panaero reported net income of $200,000 for the third quarter
of 2005, an increase of $150,000 or 163% as compared to the third
quarter of 2004.  For the nine months ended Sept. 30, 2005, the
Company earned $1.6 million of net income on $2.8 million of
revenues, in contrast to a $143,000 net loss on $2.9 million or
revenues for the same period in 2004.

The Company's balance sheet showed $3 million in total assets at
Sept. 30, 2005, and liabilities of $2.8 million.

                     Purchase Note Default

Zond-Panaero continued to experience a lack of liquidity
throughout the third quarter of 2005, primarily due to an ongoing
shortfall in revenues from operations in comparison to the costs
and expenses of operations.  As a result, $2.4 million in interest
payments due under a note issued to Mesa Construction Company were
in arrears as of Sept. 30, 2005.  

Mesa Construction built the Company's integrated electric power
generating facility located California in 1984.  The Company paid
MCC a total of $48.9 million for the purchase, construction and
installation of the facility, comprised of $22.4 million in cash
and $26.5 million in the form of eighteen-year, 13% notes payable
in equal semi-annual installments of principal and interest
totaling $1.9 million.

Zond-Panaero's failure to make timely payments on the notes gave
Mesa Construction the right to foreclose against its security
interest in all the assets of the Company.  MCC has not exercised
its right to foreclosure.

                    Going Concern Doubt

Hein & Associates LLP expressed substantial doubt about Zond-
Panaero'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 failure
to generate sufficient cash flows from operations to make payments
of interest in arrears on outstanding debt.  

In addition, Zond-Panaero's term of Partnership ends on Dec. 31,
2005, unless terminated earlier in accordance with the Partnership
Agreement.

The Company will dissolve effective on the day on which the term
of the partnership ends. Upon dissolution, Zond Windsystems
Management LLC, the general partner will liquidate the assets of
the Company, apply and distribute the proceeds and cause the
cancellation of the Certificate of Limited Partnership with the
Secretary of State of the State of California.

In anticipation of the dissolution, the General Partner is
evaluating the options in connection with the liquidation of the
Company's assets.  The primary liquidation options are:

     a) the sale of the Turbines to a third party or to Mesa or
        one of its affiliates and

     b) the abandonment of the Turbines to Mesa under the Wind
        Park Easement Agreement.

The proceeds of the liquidation of the Company's are to be
distributed:

     1) for the payment of liquidation expenses and company
        debts other than those owing to any of the Partners;

     2) for the payment of any debts owing to any of the
        Partners; and

     3) for distributions to the Partners in proportion to
        their adjusted capital accounts, after giving effect to
        all contributions, distributions and allocations for all
        taxable years of the Company, including the taxable year
        during which the final liquidating distribution occurs.

                   About Zond-Panaero

Zond-Panaero Windsystem Partners I was formed on June 29, 1984 to
purchase, own and operate a system of 300 Vestas Energy A/S Model
V-15 wind turbine electric generators.  The electricity generated
by the Turbines is sold by the Partnership to its sole customer,
Southern California Edison Company.

                          *********

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
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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
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liabilities that may never materialize.  The prices at which
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Monthly Operating Reports are summarized in every Saturday edition
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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.

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