TCR_Public/051208.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 8, 2005, Vol. 9, No. 291

                          Headlines

ALABAMA METAL: S&P Raises Corp. Credit Rating to BB from B+
ALLMERICA FINANCIAL: Spin-Off Plans Prompts S&P to Review Ratings
ATA AIRLINES: Has Until December 31 to Decide on Unexpired Leases
ATA AIRLINES: McCarter & English Can Draw on Prepetition Retainer
ATLAS PIPELINE: Moody's Rates Planned $250M Sr. Unsec. Notes at B1

ATLAS PIPELINE: S&P Rates Proposed $250MM Sr. Unsec. Notes at B+
ALLEGHENY TECHS: Moody's Lifts $300 Million Notes' Rating to Ba3
ASSOCIATED ESTATES: S&P Chips Junk Rating on Preferred Stock
BALLY TOTAL: Company Insiders Sell 1.2 Million Common Shares
BLOCK COMMS: Offers to Buy $175 Mil. of 9-1/4% Senior Sub. Notes

BLOCK COMMS: Moody's Rates Proposed $150 Million Sr. Notes at B1
BLOCK COMMS: S&P Assigns BB- Rating to Planned $190M Sr. Sec. Loan
CABOODLES LLC: Can Access Pittco Capital's Cash Collateral
CABOODLES LLC: Wants Open-Ended Lease Decision Period
CAPITAL AUTOMOTIVE: Moody's Withdraws $500MM Notes' (P)Ba2 Rating

CARROLS CORP: Lenders Extend Financial Filing Deadline to Feb. 15
CENDANT MORTGAGE: Fitch Places Low-B Ratings on 15 Cert. Classes
CLEAN HARBORS: Improved Financial Profile Cues S&P to Lift Ratings
COMSTOCK HOMEBUILDING: Moody's Rates Proposed $150MM Notes at B3
COMSYS INFORMATION: Moody's Rates Proposed $100 Million Loan at B3

COMSYS IT: Venturi Integration Spurs S&P to Junk $100M Junior Loan
CONSUMER DIRECT: Equity Deficit Tops $5.5 Mil. at September 30
COOPER-STANDARD: Moody's Reviews Sr. Subordinated Debt's B3 Rating
CMS ENERGY: Plans to Auction & Sell Palisades Nuclear Power Plant
CREDIT SUISSE: S&P Raises Low-B Ratings on 5 Certificate Classes

CROSS COUNTRY: Moody's Withdraws $200 Million Debts' Ba1 Ratings
DELPHI CORP: Has Until June 7 to Make Lease-Related Decisions
DELPHI CORP: Appointment of Non-Hourly Retirees' Panel Deferred
DELPHI CORP: Pepco Wants Stay Lifted to Terminate Sales Agreement
DELTA AIR: CIT Purchases Ten Boeing Aircraft for $600 Million

DELTA AIR: Retiree's Panel Objects to Use of Disability Funds
EMPIRE GLOBAL: Posts $900K Net Loss for the Quarter Ended Sept. 30
ENTERGY NEW ORLEANS: Deloitte & Touche Approved as Auditors
ENTERGY NEW ORLEANS: Can Honor Prepetition Employee Obligations
ENTERGY NEW ORLEANS: Wants Ordinary Course Profs. to Continue

EQUINOX HOLDINGS: Related Merger Prompts S&P's Negative Watch
GB HOLDINGS: Shareholder Wants Examiner or Equity Panel Appointed
GB HOLDINGS: Creditors Panel Taps McElroy Deutsch as Co-Counsel
HARLAN SPRAGUE: Moody's Places Ba2 Rating on $190 Million Debts
IAP WORLDWIDE: Moody's Junks Proposed $225 Million Term Loan

IAP WORLDWIDE: S&P Puts Low-B Ratings on Proposed $675 Mil. Loans
KAISER ALUMINUM: Court Okays Insurer's Stipulation on Plan Terms
KEY ENERGY: Debt Payment Prompts S&P to Withdraw Ratings
LEINER HEALTH: Moody's Confirms $150 Million Notes' Caa1 Rating
M/I HOMES: Exercises Option to Increase Credit Facility to $725M

MAGRUDER COLOR: Can Employ San Filippo as Financial Advisors
MAJESTIC STAR: S&P Raises Low-B Ratings on $370 Million Debts
MERIDIAN AUTOMOTIVE: Lenders Want Committee's Lawsuit Dismissed
MERIDIAN AUTOMOTIVE: Wants to Modify Retire Benefits Plan
MERIDIAN AUTOMOTIVE: Court Okays PCA as Panel's Brazilian Counsel

MARKWEST ENERGY: Moody's Rates Proposed $615 Mil. Facilities at B1
METROMEDIA FIBER: Court Delays Entry of Final Decree to Jan. 16
MIRANT CORP: Reorganized Profile Earns S&P's B+ Credit Rating
MMI PRODUCTS: Refinancing Concerns Spur S&P's Negative Outlook
MORTON'S RESTAURANT: $150 Mil. IPO Prompts S&P to Review B- Rating

MTR GAMING: Moody's Reviews $130 Million Unsec. Notes' B2 Rating
NEWMARKET CORP: Strong Credit Profile Cues S&P to Lift Debt Rating
NLC MUTUAL: A.M. Best Downgrades Financial Strength Rating to C++
NORTHWESTERN CORP: Directors Evaluating Strategic Alternatives
NORTHWESTERN CORP: MMI Sells Generation Equipment for $20 Million

OM GROUP: Moody's Confirms $400 Million Sub. Notes' Caa1 Rating
OPTIGENEX INC: Net Loss Reaches $1 Million in Qtr. Ended Sept. 30
PAXSON COMMS: Moody's Rates Proposed $430 Million Rate Notes at B3
PAYMENT DATA: Completes Sale of bills.com to Freedom Financial
PC LANDING: Judge Walsh Confirms Joint Plan of Reorganization

REFCO INC: Refco Capital Markets Disclosures Some Financial Data
RELIANCE GROUP: Creditors Panel Settles Securities Suit for $15MM
SEARS HOLDINGS: Appoints Lisa Schultz to Lead Apparel Design Team
SECURITIZED ASSET-BACKED: S&P Puts Low-B Ratings on 4 Class Certs.
SIRVA INC: Appoints J. Michael Kirksey as Chief Financial Officer

SPANSION TECHNOLOGY: Moody's Rates $400 Million Sr. Notes at Caa1
SPANSION INC: S&P Puts B Rating on Planned $400M Sr. Unsec. Notes
STELCO INC: Board Reviews Informal Committee's Plan Proposal
STRUCTURED ASSET: Moody's Rates Class B2 Sub. Certificates at Ba2
SUSSER HOLDINGS: Moody's Rates Proposed $170 Million Notes at B2

TECHNEGLAS INC: Court Approves Stipulation with Nippon Electric
TRICELL INC: Equity Deficit Narrows to $3.6 Million at Sept. 30
TRICELL INC: Board Names Reed as New President & Pursell as CFO
TW INC: Wants Until February 27 to Object to Proofs of Claim
UAL CORP: Inks Commitment Letter on Exit Financing with GE Capital

UAL CORP: Wants Court to Stretch Solicitation Period to March 3
UAL CORP: Wants Court Nod on EDS Outsourcing Services Agreement
US AIRWAYS: Reports November Traffic Statistics
VALLEY MEDIA: Court Approves Settlement with Hit Entertainment
VANGUARD HEALTH: Moody's Assigns B2 Corporate Family Rating

WOLF HOLLOW: Moody's Rates Proposed $110 Million Term Loan at B2

* Chadbourne & Parke Names Robert Sidorsky as Litigation Counsel

                          *********

ALABAMA METAL: S&P Raises Corp. Credit Rating to BB from B+
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Alabama Metal Industries Corp. to 'BB' from 'B+' and
removed the rating from CreditWatch with positive implications,
where it was placed Sept. 16, 2005.  Subsequently, S&P withdrew
the rating in connection with AMICO's purchase by Gibraltar
Industries Inc. (BB/Stable/--), which was rated by Standard &
Poor's in November 2005.

Birmingham, Alabama-based AMICO manufactures primarily steel
products for North American industrial and construction end
markets.


ALLMERICA FINANCIAL: Spin-Off Plans Prompts S&P to Review Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services' 'BB' counterparty credit and
financial strength ratings on Allmerica Financial Life Insurance &
Annuity Co. remains on CreditWatch with negative implications,
where they were placed on Aug. 22, 2005.

The ratings had been placed on CreditWatch following Allmerica
Financial Corp.'s (NYSE:AFC) announcement that it had agreed to
sell AFLIAC to Goldman Sachs Group Inc.  The transaction is now
expected to close on or about Dec. 31, 2005.

"We will be meeting with Goldman Sachs this month to discuss
AFLIAC's strategic role within the overall Goldman Sachs
organization as well as Goldman Sach's proposed hedging program
for AFLIAC," said Standard & Poor's credit analyst Ovadiah Jacob.

Standard & Poor's decision to place the ratings on AFLIAC on
CreditWatch negative means the ratings could be affirmed or
lowered.  In determining how to resolve the CreditWatch status of
the ratings, Standard & Poor's will consider the degree and type
of support provided by AFLIAC's new owner and the prospects for
the run-off business.  If the rating is lowered, Standard & Poor's
does not expect to lower it by more than one notch.


ATA AIRLINES: Has Until December 31 to Decide on Unexpired Leases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
extended the deadline for ATA Airlines, Inc., and its debtor-
affiliates to assume, assume and assign, or reject unexpired
leases of nonresidential real property up to and through
Dec. 31, 2005.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
explained that the Reorganizing Debtors' decision with respect to
each Lease depends in large part on whether the location will play
a future role under the Reorganizing Debtors' Plan.  Whether each
lease is assumed, assumed and assigned, or rejected will depend,
most significantly, on whether the Reorganizing Debtors will
continue operations at the location once the Plan is implemented.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: McCarter & English Can Draw on Prepetition Retainer
-----------------------------------------------------------------
Before they filed for bankruptcy, ATA Holdings Corp. and ATA
Airlines, Inc., employed McCarter & English, LLP, to represent
them in connection with a pending lawsuit filed by Hodges Horton
against the Debtors in the United States District Court for the
District of New Jersey.

McCarter & English required the Debtors to provide a $10,000
retainer.  In connection with legal services performed and
expenses incurred prepetition, the Reorganizing Debtors jointly
owe $2,655 to McCarter & English.

In a Court-approved stipulation, the Parties agree to the
modification of the automatic stay under Section 362(d) of the
Bankruptcy Code for the limited purpose of allowing McCarter &
English to deduct $2,655 from the Retainer.  McCarter & English
agrees to promptly turnover the balance of the Retainer to the
Reorganizing Debtors.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATLAS PIPELINE: Moody's Rates Planned $250M Sr. Unsec. Notes at B1
------------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Atlas
Pipeline Partners, L.P., a natural gas gathering and processing
company.  Moody's assigned a B1 Corporate Family Rating to Atlas
and a B1 rating to its proposed $250 million senior unsecured
notes offering.  Moody's also assigned a Speculative Grade
Liquidity rating of SGL-3 to Atlas, which indicates adequate
liquidity for the next twelve months.  The rating outlook is
stable.

Atlas' ratings are supported by:

   * its strategic position in the Appalachian and Mid-Continent
     areas of the United States;

   * its relatively low commodity price risk, which is a function
     of its contract mix and hedging program; and

   * relatively conservative financial policies relative to the
     ratings.

However, the ratings are restrained by:

   * the inherent risks associated with the midstream business;

   * Atlas' small size relative to its competitors, several of
     whom have significant financial resources;

   * the partnership's rapid growth and transformation over the
     past 18 months; and

   * an expectation of ongoing acquisitions, including,
     potentially, acquisitions in areas where the partnership has
     little historical experience as demonstrated by its recent
     acquisition of NOARK Pipeline System, L.P. (NOARK) from
     OGE Energy Corp. and its attempt to acquire Alaska Pipeline
     Company from SEMCO Energy, Inc. last year.

The rating outlook is stable.

While certain of Atlas' financial metrics are consistent with some
higher rated entities, its ratings will not likely improve until
it develops more of a track record of successfully integrating
acquisitions and achieves greater size and scale.  Atlas' ratings
could be negatively affected by:

   * poor integration of acquisitions;

   * an unexpected drop in volume growth or other operational or
     financial setback; or

   * an aggressive shift in the partnership's financial policies.

The rating and the outlook assume that the partnership continues
to manage its capital structure and fund acquisitions in a manner
consistent with its recent history.

Atlas is one of the smallest public MLPs that Moody's rates, even
including the recent acquisitions.  At the end of 2004, Atlas had
total assets of approximately $217 million, which have increased
to approximately $720 million as of September 30, 2005 (pro forma
for the NOARK acquisition).  This rapid growth reflects the
partnership's strategy to acquire and exploit natural gas
gathering and processing assets, which is consistent with its
stated objective of generating cash for distribution to
unitholders and the MLP business model.  Atlas can be expected to
continue acquiring assets in the future, which introduces event
risk, integration risk, and the need to continue to access the
debt and equity capital markets.

Atlas has built on the solid foundation of its position in the
Appalachian Basin.  The basin is characterized by long-lived gas
reserves and predictable decline rates.  Even though it is one of
the oldest gas provinces in the country with low producing rates
per well, the area remains active because of its proximity to the
large northeast gas consuming region.  All of the natural gas that
Atlas gathers in Appalachia comes from Atlas America under natural
gas gathering agreements that price on a percentage-of-proceeds
basis.  Atlas America owns 100% of Atlas' GP, which owns a 2%
general partner interest along with a 13% LP interest in Atlas.
Atlas America sponsors limited and general partnerships to raise
funds from investors to explore for oil and gas in Appalachia.

While Appalachia provides a foundation of consistent cash flow,
Atlas has diversified geographically through acquisitions of
natural gas assets in the Mid-Continent region during 2004 and
2005.  These acquisitions, including the Spectrum, Elk City, and
NOARK acquisitions completed in July 2004, April 2005, and October
2005, respectively, provide opportunities for system expansion and
optimization that should lead to higher volume throughput and cash
flow growth.  

On a pro forma basis, Atlas generates approximately 78% of its
gross margin in the Mid-Continent region, of which approximately
26% is attributable to NOARK.  The NOARK acquisition is somewhat
off-strategy in that it consists primarily of a FERC regulated
interstate pipeline that extends from eastern Oklahoma through
Arkansas and into Missouri, which is a business with different
dynamics than the partnership's core competence of natural gas
gathering and, more recently, processing.  There is some question
as to whether Atlas will be able to perform with this asset and an
even larger question as to whether the partnership will seek out
other acquisitions that could complicate its story.

In terms of commodity price risk, Moody's believes that Atlas'
exposure is manageable due to its contract mix and hedging
program.  Over half of Atlas' pro forma gross margin comes from
percentage-of-proceeds contracts and a large portion of that is
hedged through a combination of contracts with Atlas America for
its Appalachian production and financial hedges.  Atlas' financial
hedges, which are used to hedge exposures in its Mid-Continent
operations, are primarily for natural gas and the specific NGLs
its produces as opposed to proxy hedges tied to crude oil.
Substantially all of Atlas' remaining gross margin comes from
various fee-based contracts.

For the LTM period ended September 30, 2005, Atlas had pro forma
adjusted EBITDA of approximately $70 million (for this purpose,
adjusted EBITDA excludes non-cash stock compensation, a gain
related to a terminated acquisition, and is net of the minority
interest attributable to NOARK).  Relative to pro forma debt of
approximately $260 million (excluding approximately $40 million of
non-recourse debt related to NOARK that is guaranteed by a third
party), debt-to-EBITDA was 3.7x, which is line with similarly
rated peers at Atlas' stage of business development.

Moody's estimates that pro forma adjusted EBITDA for 2006 will
increase to approximately $75-$85 million based on volume growth
trends and the favorable commodity price environment, which should
reduce debt-to-EBITDA to the 3.1x-3.6x range, which is consistent
with management's leverage targets and is conservative for the
rating.  Pro forma adjusted EBITDA-to-interest was approximately
3.0x for the LTM period ended September 30, 2005 and is expected
to exceed 4.0x 2006.  Debt-to-capitalization will be approximately
50% at closing and is expected to remain at or about that level
for the foreseeable future.  Excluding unrealized hedging losses
in accumulated other comprehensive income as of September 30, 2005
and the non-recourse debt related to NOARK, pro forma debt-to-
capitalization was approximately 43%.

The B1 rating assigned to Atlas' proposed $250 million of senior
unsecured notes is not notched relative to the company's Corporate
Family Rating because of the expectation of low amount of senior
secured bank debt in the partnership's capital structure.  At
closing, Atlas will have approximately $8 million outstanding
under its senior secured revolving credit facility.  Moody's
understands that the partnership intends to have little
outstanding on the facility at any time and to use it primarily as
an acquisition bridge facility similar to what it did with both
the Elk City and NOARK acquisitions.  Should further acquisitions
occur in the future, the partnership intends to borrow under the
facility temporarily and then subsequently repay the borrowings
with a mix of equity and term debt.  A failure to do so in a
timely manner could result in Moody's notching down the senior
unsecured note rating in relation to the Corporate Family Rating.

Atlas' SGL-3 rating reflects overall liquidity that is adequate
over the next 12 months.  Atlas forecasts that its operating cash
flow should adequately cover maintenance capex and distributions
over the next 12 months.  However, Atlas plans growth capex of
$45-$50 million over the next 12 months, including approximately
$30-$35 million related to the construction of the Sweetwater
plant, which will likely be funded through a combination of new
equity and borrowings under the partnership's senior secured
credit facility.

After closing, Atlas should have availability of over $200 million
under the facility.  Financial covenants under the credit facility
include a maximum funded and senior secured debt-to-EBITDA ratio
of 6.0x, which steps down to 5.75x at March 31, 2006 and 4.5x at
June 30, 2006, and a minimum EBITDA-to-interest ratio of 2.5x,
which increases to 3.0x at March 31, 2006.

Atlas should meet these covenants during the next 12 months,
although there is always some level of uncertainty given the
nature of the business.  Moody's estimates that annualized EBITDA
would need to fall short of the partnership's forecasts by $10-$15
million at June 30, 2006 in order to bust the funded debt-to-
EBITDA covenant, which is the most constraining covenant.  Such a
shortfall is not out of the realm of possibility.  Atlas' "back-
door" liquidity, or the ability to sell assets to raise cash, is
limited due to the secured nature of its bank credit facilities.

Atlas is headquartered in Moon Township, Pennsylvania.


ATLAS PIPELINE: S&P Rates Proposed $250MM Sr. Unsec. Notes at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to midstream natural gas master limited partnership
Atlas Pipeline Partners L.P.  At the same time, Standard & Poor's
assigned its 'B+' rating to the company's proposed $250 million
senior unsecured notes due 2015.  The outlook is stable.

The Moon Township, Pennsylvania-based partnership will have about
$258.5 million of debt after issuing the notes.  In addition, APL
has $39.6 million of NOARK Pipeline Finance LLC debt on its
balance sheet that is severally guaranteed by Southwestern Energy
Co. and paid solely from amounts otherwise distributable by NOARK
to Southwestern attributable to their 25% ownership.

Proceeds from the note offering will be used to repay about    
$243 million of the amount currently drawn under the company's
secured bank credit facility.  The borrowings were used to
partially finance the company's acquisition of gas-gathering and
gas-processing assets in Elk City, Oklahoma in April 2005 and for
the $163 million acquisition of a 75% interest in the NOARK gas
pipeline, a FERC-regulated interstate pipeline and             
non-FERC-regulated gathering system located in southeastern
Oklahoma, Arkansas, and southeastern Missouri.  

The ratings for APL reflect a below-average business profile.  
Weaknesses include the small scale of its operations relative to
competitors, a short operating history in the Mid-Continent,
exposure to processing volumes and gathering rates, aggressive
growth through acquisitions, heavy competition in Mid-Continent
operations, and a commodity exposure that is high for an MLP.  
APL's business profile also incorporates the influence of the
credit quality of its general partner, Atlas America.

Strengths include a long history of operations in the stable, long
lived, gas producing Appalachian region, a strategy of hedging a
significant level of future natural gas and natural gas liquids
commodity exposure, and operations that now have a greater
geographical diversification and should help reduce APL's reliance
on Atlas America.

"The 'B+' rating on the senior unsecured notes is one notch below
the corporate credit rating and represents the subordination of
the notes to a senior secured credit facility," said Standard &
Poor's credit analyst Aneesh Prabhu.

While only a small portion of the facility is expected to be drawn
after the partnership refinances its current draw from longer-term
financing, it will be the only facility available and is expected
to be used for modest working capital needs, as well as future
acquisitions.

The partnership's financial metrics are strong for the rating,
with projected funds from operations to debt at about 27% and FFO
interest coverage at about 4.2x to 4.4x.  Ratios are likely to be
maintained at current levels through 2007, if projected volumes
are achieved and because much of expected production is hedged.
    
The stable outlook relies on the continuation of the partnership's
prudent risk-management strategy to overcome unpredictable natural
gas gathering and processing cash flows.  Ratings may be raised
should the partnership build a good operating track record in its
Mid-Continent operations.  The outlook also reflects expectations
that financial metrics will be maintained at the projected level
and that APL's capital structure will remain weighted more heavily
toward equity.  Although less likely, ratings could be lowered if
the partnership experiences significant volume reduction, or
changes its hedging strategy, which would result in higher
business risk.


ALLEGHENY TECHS: Moody's Lifts $300 Million Notes' Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded Allegheny Technologies Inc.'s
corporate family rating to Ba2 from B1 and its senior unsecured
note rating to Ba3 from B3.  In a related rating action, Moody's
upgraded Allegheny Ludlum's debentures, guaranteed by ATI, to Ba2
from B1.  The rating outlook is stable.

The upgrade recognizes:

   * ATI's significantly improved operating and cash flow
     generation performance;

   * strengthened debt protection measures; and

   * solid liquidity position.

The improved profile reflects not only the benefits from a more
positive business and price environment but also the benefits
being achieved as the company continues to execute its plan to
transform its business platform and focus on higher value added
products in its flat rolled segment as well as high performance
metals segment.  The upgrade also recognizes the number of
initiatives taken by the company to achieve permanent reductions
in its cost base, which include reduction in other post retirement
benefit liabilities and strengthening its capital structure.  As a
result, Moody's believes the company is better positioned to
weather the ongoing cyclical nature inherent in its business.

The stable outlook reflects Moody's expectation that the company's
performance through 2006 will continue to exhibit strong earnings
and cash flow generation, reflective of strength in key end-use
segments such as aerospace and chemicals and the improving profile
in non-residential construction.  The outlook also anticipates
that the company will continue, on its improved cash flow
generation, to:

   * manage its cash uses relative to its cash sources;

   * fund capital expenditures from internally generated funds, as
     announced; and

   * maintain a liquidity position that provides good cushion for
     the down years in the stainless steel sector.

Based upon the company's anticipated earnings performance, cash
flow generation levels, strong cash position and the absence of
any material debt maturities in the near term, it is unlikely that
the rating would be downgraded absent debt financed acquisitions
or a material change in levels of shareholder returns.  Continued
improvement in operating and leverage metrics such that a
sustainable EBIT margin on the order of 13% and adjusted
debt/EBITDA remaining in the 2.5x range were achieved, together
with ongoing free cash flow generation, could be contributing
factors for a rating upgrade.

ATI's rating reflects the company's improved financial position
following several quarters of increased demand in key end-user
markets, as well as the benefits of its earlier business and
financial restructuring activities.  Moody's believes the current
business platform, larger, due to the acquisition of J&L Steel in
2004, and less leveraged, with the June 2004 equity offering of
$230 million, is better placed to take advantage of the current
robust demand in aerospace and other specialty alloy end-markets
as well as the improved stainless steel markets.

In addition, the acquisition of J&L, which appears to have been
integrated with little difficulty, has brought several benefits.
Importantly, the acquisition provided a platform for ATI to
negotiate with its union workforce for improved terms relating to
productivity and costs both at the J&L facilities as well as
heritage ATI operations.  Post retirement liabilities have been
reduced by approximately $331 million due to the ability to cap
the company's share of retiree medical costs and other measures.
ATI has also made investments in its melting capacity with the
start-up of two new electric arc furnaces, thereby improving
efficiency and the cost platform.

Segment operating margin percentages are now in the mid teens
compared to low single digits in recent years.  Although debt
levels remain essentially unchanged since year-end 2004, ATI's
debt coverage ratios have improved substantially and are now
placed comfortably at or above the Ba range on several metrics
based on Moody's rating methodology.  Sustainability of these
levels will be an important rating consideration going forward.
For the LTM period ended September 30, 2005, Adjusted Debt to
EBITDA was 2.3x times, down from 6.4 times at year-end 2004.  As
ATI and its subsidiaries have no significant debt maturities until
2011, Moody's does not expect the overall debt levels to change
materially and continued ratio improvement will need to be driven
by growth in earnings.

Nevertheless, limiting factors in the rating include:

   * ATI's relatively small size;

   * recent history of operating losses, which demonstrate the
     cyclical nature of its end-user market;

   * exposure to rising raw material costs;

   * import competition; and

   * potential contraction in the US economy.

Given ATI's small size and position in stainless steel and
specialty materials, its operations were severely affected by the
downturn in aerospace and related markets in 2001 as well as the
depressed conditions in the stainless steel sector.  Moody's notes
that ATI incurred net losses from 2001 through 2003.  Reflective
of its lack of vertical integration, ATI remains weakly positioned
in terms of raw material sourcing and relies on surcharges to
recover rising costs for scrap steel, nickel and titanium and,
more recently, energy.  To date the company has been successful in
mitigating increasing raw material costs, although there can be a
bit of a lag period.

The notching of ATI's senior unsecured notes (rated Ba3) one
rating category below the corporate family rating reflects the
contractual and structural subordination of these notes to the
guaranteed senior secured $325 million revolver and to the
guaranteed debentures at Allegheny Ludlum.  The Ludlum operations,
which include ATI's flat rolled production facilities, generated
approximately 46% of ATI's operating cash flow in the period to
September 30, 2005.  Moody's notes that with this rating action
Moody's has tightened the notching to one notch below the
corporate family rating given the improved outlook for ATI's
business as a whole and the overall improvement in coverage
measures.

For segment reporting purposes ATI reports operating results along
three business lines:

   * Flat-Rolled Products,
   * High Performance Metals, and
   * Engineered Products.

Flat-rolled operations should continue to dominate the overall
business profile of the company as it accounts for approximately
50% of sales.  Included in this operation are ATI's flat stainless
steel businesses, which are generally more commodity-like and are
quicker to come under pricing pressure in a downturn.  ATI
considers this "base-load" capacity and looks to manage production
schedules to achieve higher levels of value-added steel products
and enhance margins.  ATI's strategy to focus on value-added steel
products should position it well over the next 12-24 months as the
aerospace and power generation markets, two key areas for ATI,
have improved markedly from low levels in 2000-2003.

These ratings were upgraded:

   1. Allegheny Technologies Incorporated's Corporate Family
      Rating to Ba2 from B1

   2. Allegheny Ludlum Corporation's $150 million of 6.95%
      guaranteed debentures, due 2025, to Ba2 from B1

   3. Allegheny Technologies Incorporated's $300 million of 8.375%
      senior unsecured notes, due 2011, to Ba3 from B3

Headquartered in Pittsburgh, Pennsylvania, Allegheny Technologies
Inc. is a specialty stainless steel and alloy producer with fiscal
2004 steel production of 620,000 tons and revenues of $2.7
billion.  For the LTM ended September 30, 2005, revenues were $3.4
billion.


ASSOCIATED ESTATES: S&P Chips Junk Rating on Preferred Stock
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Associated Estates Realty Corp. to 'B' from 'B+' and its
preferred stock rating to 'CCC' from 'CCC+'.  At the same time,
the outlook is revised to stable from negative.

"The downgrade reflects continued weakness in AEC's core Midwest
markets, which we believe will confine already weak cash flow
coverage measures and an aggressive leverage position," said
credit analyst Tom Taillon.  "The outlook revision reflects our
opinion that while AEC's market conditions could deteriorate
further, preferred investors should retain a level of cash flow
protection that is acceptable for the current rating level."

Expectations are for continued weaker but relatively stable debt
protection metrics.  The company could gain positive momentum if
its core Midwestern assets strengthen and translate into
sustainable improvements to its financial profile.


BALLY TOTAL: Company Insiders Sell 1.2 Million Common Shares
------------------------------------------------------------
Bally Total Fitness (NYSE:BFT) insiders sold 1.2 million common
shares of Bally stock since the company's Nov. 30, 2005, release
of nine-month 2005 financial results and restatement of prior-year
financial information going back to 2000.  The transactions took
place on Dec. 2 and Dec. 5.

As previously disclosed, the Company expected that during a
limited trading window some members of management would sell
certain holdings of previously restricted company stock in
connection with personal tax planning or diversification
determinations.  The shares vested earlier this year due to share
accumulations by certain stockholders.  The Company had been in a
quiet period since May 2004, during which insiders could not sell
stock due to the Company not filing financial statements since May
2004.

"I made a decision based on personal circumstances to liquidate
some, not all, of my holdings in Bally common stock," Chairman and
CEO, Paul Toback, said.  "Others made similar decisions based on
their own personal circumstances.  Our management team has worked
diligently over the past few years to help turn this Company
around and is more committed than ever to the success of Bally
Total Fitness.  Even factoring in the recent sales, company
insiders continue to hold approximately 5% of Bally's outstanding
shares through direct beneficial holdings and options."

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 Dec. 6, 2005,
Standard & Poor's Ratings Services revised its CreditWatch
implications on Bally Total Fitness Holding Corp. to developing
from negative.  The corporate credit rating remains at 'CCC'.

Bally's ratings were originally placed on CreditWatch on
Aug. 8, 2005, following the commencement of a 10-day period after
which an event of default would have occurred under the company's
$275 million secured credit agreement's cross-default provision
and the debt would have become immediately due and payable.
Subsequently, Bally entered into a consent with lenders to extend
the 10-day period until Aug. 31, 2005.  Prior to Aug. 31, the
company received consents from its bondholders extending its
waiver of default to Nov. 30, 2005.


BLOCK COMMS: Offers to Buy $175 Mil. of 9-1/4% Senior Sub. Notes
----------------------------------------------------------------
Block Communications, Inc., commenced a cash tender offer for any
and all of its outstanding $175,000,000 aggregate principal amount
of 9-1/4% Senior Subordinated Notes due 2009 (CUSIP No. 093645AB5
and ISIN US093645AB52).  In connection with the tender offer, the
Company is soliciting consents from holders of the Notes to effect
certain proposed amendments to the indenture governing the Notes,
including, among other things:

    * the elimination of substantially all of the restrictive
      covenants,

    * the elimination of certain events of default,

    * the elimination of the subsidiary guarantees, and

    * the amendment of certain other provisions contained in the
      indenture.

The tender offer is scheduled to expire at 12:00 midnight,
New York City time, on Jan. 3, 2006, unless extended or earlier
terminated.  The consent solicitation will expire at 5:00 p.m.,
New York City time, on Dec. 16, 2005, unless extended.  Tendered
Notes may be validly withdrawn and delivered consents may be
validly revoked until the Withdrawal Rights Deadline.

The total consideration per $1,000 principal amount of Notes
validly tendered and not withdrawn prior to the Consent Payment
Deadline will be based on a fixed spread of 50 basis points over
the yield on the Price Determination Date of the 1-1/2% U.S.
Treasury Note due March 31, 2006.  Holders whose Notes are validly
tendered and not withdrawn on or before the Consent Payment
Deadline and accepted for purchase by the Company will receive the
total consideration and accrued and unpaid interest up to, but not
including, the Initial Payment Date.

The Company is offering to make a consent payment (which is
included in the total consideration) of $30.00 per $1,000
principal amount of Notes to holders who validly tender their
Notes and deliver their consents at or prior to the Consent
Payment Deadline.  Holders who tender their Notes will be required
to consent to the proposed amendments and holders may not deliver
consents to the proposed amendments without tendering their Notes.
No consent payments will be made in respect of Notes tendered
after the Consent Payment Deadline.

The total consideration will be calculated at 2:00 p.m., New York
City time, on a date which is at least 10 business days prior
to the Expiration Date.  The Company expects this date to be
Dec. 16, 2005, unless the tender offer and consent solicitation is
extended.  Holders who validly tender their Notes and validly
deliver their consents by the Consent Payment Deadline will
receive payment on the initial payment date, which is expected to
be on December 21, 2005.

Tendered Notes may not be withdrawn and consents may not be
revoked after the date on which the Company and the trustee for
the Notes execute a supplemental indenture to effect the proposed
amendments to the indenture governing the Notes, which is expected
to be 5:00 p.m., New York City time, on Dec. 16, 2005.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions including:

    (1) receipt of consents from holders of a majority in
        aggregate principal amount of the outstanding Notes,

    (2) execution of the Supplemental Indenture,

    (3) the Company's consummation of new debt financing
        transactions that raise an aggregate amount of proceeds
        sufficient to fund the payment of the purchase price,
        premiums, fees and other expenses associated with the
        tender offer and consent solicitation and to refinance the
        Company's existing senior debt and

    (4) certain other customary conditions.

The Company may amend, extend or terminate the tender offer and
consent solicitation in its sole discretion.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase and Consent
Solicitation Statement dated Dec. 5, 2005, copies of which may be
obtained from Global Bondholder Services Corporation, the
information agent for the tender offer and consent solicitation,
at (866) 924-2200 (US toll free) or, for bankers and brokers (212)
430-3774.

The Company has engaged Banc of America Securities LLC to act as
the exclusive dealer manager and solicitation agent in connection
with the tender offer and consent solicitation.  Questions
regarding the tender offer or consent solicitation may be directed
to Banc of America Securities LLC, High Yield Special Products, at
(888) 292-0070 (US toll-free) and (704) 388-9217 (collect).

Block Communications, Inc., is a privately held diversified media
company with operations in cable television, telecommunications,
newspaper publishing and television broadcasting.  The company's
Buckeye CableSystem is located in the greater Toledo, Ohio
metropolitan area and the Sandusky, Ohio area, and is one of the
largest privately owned metropolitan cable systems in the United
States.  Through Buckeye TeleSystem, the Company owns and operates
a facilities-based telephony business that serves mid- to large-
size businesses located primarily in the Toledo market serviced by
the Company's cable system.  In addition, the Company publishes
two daily metropolitan newspapers, the Pittsburgh Post-Gazette in
Pittsburgh, Pennsylvania and The Blade in Toledo and owns and
operates four television stations -- two in Louisville, Kentucky,
and one each in Boise, Idaho and Lima, Ohio -- and is a two-thirds
owner of a television station in Decatur, Illinois.

                         *     *     *

Standard & Poor's Ratings Services rated the company's 9-1/4%
Senior Subordinated Notes due 2009 at B-.


BLOCK COMMS: Moody's Rates Proposed $150 Million Sr. Notes at B1
----------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to Block
Communications, Inc.'s new $190 million senior secured credit
facilities ($75 million revolving credit facility due 2012,
$115 million term loan B facility due 2013) and a B1 rating to the
company's proposed issuance of $150 million in senior unsecured
guaranteed notes due 2015.

Additionally, Moody's affirmed the company's Ba3 corporate family
rating and stable outlook.  The proceeds of the transaction will
be used to refinance the company's capital structure including the
$73.5 million outstanding under the existing senior secured credit
facilities and $175 million in 9.25% senior subordinated notes due
2009.  As such, the refinancing is neutral to leverage.

The ratings and outlook reflect Block's relatively strong
positions within its broadcast markets, the strength and stability
of its cable operations (accounting for 29% of the revenues and
73% of EBITDA for the TTM ended September 30, 2005), balanced by
Moody's expectation that the company's publishing segment will
continue to face operating challenges into 2006.

Moody's assigned these ratings:

   1) Ba2 rating to the $75 million senior secured revolving
      credit facility due 2012;

   2) Ba2 rating to the $115 million senior secured term loan B
      due 2013; and

   3) B1 rating to the $150 million of proposed senior notes
      due 2015.

Moody's affirmed these rating:

   1) Ba3 corporate family rating; and

   2) B2 rating on the $175 million of 9.25% senior subordinated
      notes due 2009.

The outlook is stable.

Additionally, Moody's has withdrawn the Ba2 ratings on the
company's existing senior secured credit facilities and intends to
withdraw the B2 rating on the $175 million of 9.25% senior
subordinated notes upon completion of the company's proposed
tender offer.

The ratings reflect the risks posed by Block's still high
financial leverage, the lackluster performance in its television
and publishing segments that has been below that of the company's
comparative peer groups.  The ratings remain constrained by the
continued deterioration in operating performance of its publishing
segment.  Moody's notes that while the publishing business
generated $254.3 million in revenues, representing 57% of total
revenues, it contributed only $6.1 million in EBITDA, implying
only a 2.4% margin, for the trailing twelve months ended
September 30, 2005, (a decline from the $10 million in EBITDA
generated from this segment for FY 2004).

While Moody's believes the company will conduct union negotiations
to seek more favorable contract terms, Moody's expects that for
the near-to intermediate term the company's publishing operations
will remain pressured by the high cost structure and growing
health care and post retirement expenses associated with its
predominantly unionized workforce.  

The ratings also incorporate other risks associated with Block's
operating segments which include:

   * negative circulation trends, and paper price volatility
     relevant to the newspaper publishing sector;

   * the high and rising costs of cable programming, particularly
     as it relates to smaller system operators; and

   * the company's overall exposure to today's more fluid
     advertising environment.

However, the ratings are supported by:

   * the high underlying asset value attributed to the company's
     media assets including its advanced cable system;

   * the inherent "stick value" associated with its five broadcast
     television stations (including a duopoly in the    
     Louisville, Kentucky market, the 50th DMA); and

   * the two broadsheet newspapers that are dominant in their
     markets (Pittsburgh Post-Gazette and Toledo Blade).

Moreover, the ratings benefit not only from the stability of the
cable operations, but also the strong prospects for cable revenue
and cash flow growth due to an expected increase in the
penetration rate of enhanced services to its existing residential
subscriber base (telephony, cable modem, digital cable, tiered
service offerings).  Further, the company has expressed
willingness to consider strategic alternatives for its
under-performing television and publishing assets which
could potentially de-lever its balance sheet.

The stable outlook reflects Moody's expectation that the
improvement in broadcasting cash flow with the return of political
revenues in 2006, coupled with expected cash flow growth
associated with enhanced service offerings of the cable operations
should be able to substantially offset the expected continued
weakness of the company's publishing business.  Moody's estimates
that the publishing segment will burn cash in 2006 after capital
expenditures without significant revisions to current union labor
contracts.

As such, Moody's anticipates that leverage (as measured as total
debt to EBITDA using Moody's standard analytic adjustments) may
increase to above 5.0 times by FYE 2006, reducing the cushion
within the current Ba3 corporate family rating category.  Moody's
expects that Block will attempt to implement cost savings in the
publishing segment to improve profitability and return to a
positive free cash flow position; however, to the extent that
Block is unable to achieve concessions associated with its current
union contract, and leverage exceeds 5.0 times and remains at this
level for several quarters, a negative outlook or rating change
could be warranted.  If the company is able to successfully
implement cost savings ahead of our expectations, and leverage
falls below 4.0 times on a sustainable basis, the ratings could
experience positive momentum.

Block's pro forma leverage is high for a diversified media company
with total debt to EBITDA of 4.3 times, and cash flow coverage is
low with (EBITDA-CapEx)/Interest of 1.1 times for the trailing
twelve month period ended September 30, 2005.  Given that Block
has completed the upgrade of its cable system (100% of cable
infrastructure rebuilt to 879 MHz) and its Post-Gazette facilities
in Pittsburgh, Moody's expects capital expenditures to decline to
closer to the maintenance levels (about $40 million), thus
improving cash flow coverage over time.

The Ba2 the senior secured credit facilities reflect their senior
most position in the capital structure and the debt protection
measures detailed in the credit agreement.  The facilities are
secured by all of the stock and assets of the borrower and its
subsidiaries and benefit from subsidiary guarantees.  The notch up
to Ba2 on this class of debt from the Ba3 corporate family rating
reflects the more than ample collateral coverage provided to bank
lenders.  The B1 ratings on the senior unsecured notes reflect
their effective l subordination to the senior secured bank credit
facilities although these notes will also benefit from subsidiary
guarantees.

Block Communications, Inc., is a diversified media company that
operates in the:

   * cable television,
   * publishing, and
   * television broadcasting industries.

Block is privately held by the Block family and is located in
Toledo, Ohio.


BLOCK COMMS: S&P Assigns BB- Rating to Planned $190M Sr. Sec. Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and '1' recovery rating to Block Communications Inc.'s
proposed $190 million senior secured credit facility.  The bank
loan and recovery ratings are assigned based on a preliminary term
sheet and indicate high expectations for full recovery of
principal following a potential payment default or bankruptcy.
     
At the same time, we assigned a 'B-' rating to Block's proposed
$150 million senior unsecured notes due 2015.  Closing of the bank
facilities is contingent on Block's selling $150 million in
unsecured notes.

Financing proceeds of $265 million will be used to repay the
existing $73.5 million in bank debt, to tender for the         
$175 million 9.25% senior subordinated notes due 2009, and for a
tender premium and transaction fees.  Ratings on the existing
issues will be withdrawn upon completion of the proposed
transactions.  The 'B+' corporate credit rating on the Toledo,
Ohio-based cable operator and newspaper publisher was affirmed.  
The outlook is stable.


CABOODLES LLC: Can Access Pittco Capital's Cash Collateral
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee,
Western Division, authorized Caboodles, LLC, to use cash
collateral securing repayment of indebtedness to Pittco Capital
Partners, L.P.

Pittco holds a $13,776,511 secured claim against Caboodles.  The
claim is secured by a valid and perfected security interest in all
of Caboodle's personal property and tangible assets.

The Debtor will use the encumbered funds to pay operating expenses
in the ordinary course of business, salaries of its employees, and
the U.S. Trustee's quarterly fee.

To provide the lender with adequate protection, as required under
Sec. 363 of the U.S. Bankruptcy Code to compensate the lender for
any diminution in the value of its collateral, the Debtor grants
Pittco security interests in all new inventory, income and
accounts receivable.  The new postpetition liens will be binding,
effective, enforceable and fully perfected pursuant to Sec. 364 of
the Bankruptcy Code.

Headquartered in Memphis, Tennessee, Caboodles, LLC, aka Caboodles
Cosmetics, manufactures cosmetics.  The company filed for chapter
11 protection on Sept. 30, 2005 (Bankr. W.D. Tenn. Case No.
05-35710).  Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
$18,422,133 in assets and $15,874,247 in debts.


CABOODLES LLC: Wants Open-Ended Lease Decision Period
-----------------------------------------------------
Caboodles, LLC, asks the U.S. Bankruptcy Court for the Western
District of Tennessee, Western Division, to extend the period
within which it may assume, assume and assign, or reject its
unexpired non-residential lease until confirmation of a plan of
reorganization.

The Debtor leases a warehouse located at Suite 112, 6400 Shelby
View Drive, in Memphis, Tennessee.  

Headquartered in Memphis, Tennessee, Caboodles, LLC, aka Caboodles
Cosmetics, manufactures cosmetics.  The company filed for chapter
11 protection on Sept. 30, 2005 (Bankr. W.D. Tenn. Case No.
05-35710).  Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$18,422,133 in assets and $15,874,247 in debts.


CAPITAL AUTOMOTIVE: Moody's Withdraws $500MM Notes' (P)Ba2 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the (P)Ba1 rating on Capital
Automotive REITs' proposed senior secured credit facility
($1.95 billion term loan and companion $250 million revolver) with
a stable outlook.  The rating agency has withdrawn the (P)Ba2
senior unsecured rating on the new notes, which will no longer be
issued. The facility has been increased by $530 million, obviating
the notes, and formerly unencumbered assets will serve as the
additional collateral for the facility, creating additional
pressure on the REIT's unsecured debt rating.  The senior secured
credit facility is being issued in conjunction with DRA Advisors
LLC's acquisition of the company.

The secured credit facility will now be supported by a collateral
pool of first mortgages on all of Capital Automotive's dealership
groups, diversified in terms of locations and franchises.  The
market value of the collateral pool will total $3.0 billion,
equaling 1.6X asset coverage with the revolver unfunded (1.4X
funded).  The funding structure no longer retains any meaningful
amount of unencumbered assets; all properties will collateralize
the senior secured facility.

The stable rating outlook on the proposed senior secured credit
facility 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, reduced effective leverage to the
mid-60% range and secured debt around 50% of gross assets.  The
REIT would also be required to reestablish an unsecured asset base
equal to at least 20% of gross asset value.  Any deterioration in
fixed charge coverage would create negative earnings pressure,
according to Moody's.  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.

This rating was affirmed with a stable outlook:

  Capital Automotive LP:

     * (P)Ba1 proposed $2.2 billion senior secured credit facility

This rating has been withdrawn:

  Capital Automotive REIT:

     * (P)Ba2 proposed $500 million senior notes

Moody's also expects to downgrade to Ba3 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.  The planned downgrade of the
REIT's senior bonds, which Moody's had previously indicated would
be downgraded to Ba2, reflects the REIT's altered capital
structure, and attendant lack of any material level of
unencumbered assets.

In its last rating action, Moody's assigned the ratings (P)Ba1 and
(P)Ba2 to Capital Automotive's proposed senior secured facility
and senior unsecured notes, respectively, on November 29, 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 September 30, 2005, the Company had interests
in 347 properties, consisting of 510 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 City-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.


CARROLS CORP: Lenders Extend Financial Filing Deadline to Feb. 15
-----------------------------------------------------------------
Carrols Corporation obtained a consent and waiver from its lenders
under Carrols' Loan Agreement dated as of December 15, 2004, which
governs its senior credit facility.  The lenders permitted Carrols
to extend the time to deliver its third quarter 2005 financial
statements to February 15, 2006.

As reported in the Troubled Company Reporter on Nov. 30, 2005, as
a result of the review of some accounting matters, the company
said  it will be able to file its quarterly financial statements
prior to Dec. 6, 2005.  Failure to provide financial statements to
its senior lenders under its Senior Credit Facility by that date
would constitute an event of default.  

Carrols Corporation is one of the largest restaurant companies in
the U.S. currently operating 537 restaurants in 17 states.  
Carrols is the largest franchisee of Burger King restaurants with
336 Burger Kings located in 13 Northeastern, Midwestern and
Southeastern states.  It also operates two regional Hispanic
restaurant chains that operate or franchise more than 200
restaurants.  Carrols owns and operates 135 Taco Cabana
restaurants located in Texas, Oklahoma and New Mexico, and
franchises three Taco Cabana restaurants.  Carrols also owns and
operates 66 Pollo Tropical restaurants in south and central
Florida and franchises 25 Pollo Tropical restaurants in Puerto
Rico (21 units), Ecuador (3 units) and South Florida.


CENDANT MORTGAGE: Fitch Places Low-B Ratings on 15 Cert. Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Cendant Mortgage
Corporation mortgage pass-through certificates:

   Series 2002-4

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

   Series 2002-8

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

   Series 2003-1

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

   Series 2003-4

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

   Series 2003-6

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

   Series 2003-8 Group 1

     -- Class IA affirmed at 'AAA';
     -- Class IB1 affirmed at 'AA';
     -- Class IB2 affirmed at 'A';
     -- Class IB3 affirmed at 'BBB';
     -- Class IB4 affirmed at 'BB';
     -- Class IB5 affirmed at 'B'.

   Series 2003-8 Group 2

     -- Class IIA affirmed at 'AAA';
     -- Class IIB1 affirmed at 'AA';
     -- Class IIB2 affirmed at 'A';
     -- Class IIB3 affirmed at 'BBB';
     -- Class IIB4 affirmed at 'BB';
     -- Class IIB5 affirmed at 'B'.

   Series 2003-9 Group 1

     -- Class IA affirmed at 'AAA';
     -- Class IB1 affirmed at 'AA';
     -- Class IB2 affirmed at 'A';
     -- Class IB3 affirmed at 'BBB';
     -- Class IB4 affirmed at 'BB';
     -- Class IB5 affirmed at 'B'.

   Series 2003-9 Group 2

     -- Class IIA affirmed at 'AAA';
     -- Class IIB1 affirmed at 'AA';
     -- Class IIB2 affirmed at 'A';
     -- Class IIB3 affirmed at 'BBB';
     -- Class IIB4 affirmed at 'BB';
     -- Class IIB5 affirmed at 'B'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired in accordance with the underwriting
guidelines established by Cendant Mortgage Corporation.  The
mortgage loans consist of 15- and/or 30-year fixed-rate mortgages
secured by first liens, primarily on one- to four-family
residential properties.  Additionally, any mortgage loan with an
original loan to value in excess of 80% is required to have a
primary mortgage insurance policy.

As of the November 2005 distribution date, the transactions are
seasoned from a range of 25 to 41 months, and the pool factors
range from approximately 11% to 83%.  All of the mortgage loans
are currently being serviced by PHH Mortgage Corporation, rated
'RPS1' by Fitch.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $962.8 million of outstanding certificates.  The
upgrades reflect an improvement in the relationship between CE and
future loss expectations and affect approximately $3.30 million of
outstanding certificates.

As of the November 2005 distribution date, the current pool factor
for series 2002-4 is approximately 11%.  The current CE level for
class B-5 has grown to at least 8.5 times original.  Class B-5
currently benefits from 1.73% subordination.  There have been no
losses incurred to date in this transaction.

The current pool factor for series 2003-4 is approximately 61%.  
The current CE levels for classes B-1 and B-2 have grown to at
least 1.5x original.  Class B-1 currently benefits from 1.84%
subordination and class B-2 currently benefits from 1.15%
subordination.  There have been no losses incurred to date in this
transaction.


CLEAN HARBORS: Improved Financial Profile Cues S&P to Lift Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Clean
Harbors Inc.  The corporate credit rating was raised to 'BB' from
'BB-', and the senior secured notes rating was raised to 'B+' from
'B'.

At the same time, the ratings were removed from CreditWatch, where
they were placed with positive implications on Nov. 9, 2005.  The
outlook is stable.

Standard & Poor's also affirmed its 'BB+' rating and '1' recovery
rating on Clean Harbors' senior secured revolving credit facility
due 2010.  The bank loan rating is one notch higher than the
corporate credit rating; this and the recovery rating indicate the
expectation that bank lenders would fully recover their principal
in the event of a payment default.

In addition, Standard & Poor's affirmed its 'BB' rating and '2'
recovery rating on the company's senior secured synthetic letter
of credit facility.  These ratings indicate the expectation that
bank lenders can expect substantial recovery of principal in the
event of a payment default.  The ratings on Clean Harbors'
previous credit facilities have been withdrawn following the
completion of the debt refinancing.

"The upgrade reflects the improvement in the company's financial
risk profile because of favorable demand conditions and improving
capacity utilization rates that have contributed to stronger
operating results this year," said Standard & Poor's credit
analyst Robyn Shapiro.  "The upgrade also incorporates our strong
expectation that management is committed to the continued
strengthening of the financial profile, and that debt will be
reduced through the completion of the previously announced equity
issuance and with available free cash flow."

The ratings on Clean Harbors reflect an aggressive financial risk
profile, including significant environmental liabilities, a growth
strategy that could limit further improvement of the balance
sheet, and a weak business risk profile.  These factors are
partially offset by a leading position in the hazardous waste
management industry, strengthened operating results and improved
financial flexibility after the refinancing transactions.

Clean Harbors provides collection, transportation, treatment, and
disposal of hazardous and industrial wastes.  It serves 45,000
customers, including more than 175 Fortune 500 companies, in 36
U.S. states, Canada, Mexico, and Puerto Rico.


COMSTOCK HOMEBUILDING: Moody's Rates Proposed $150MM Notes at B3
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Comstock
Homebuilding Companies, Inc., including a B1 Corporate Family
Rating, a B3 rating on the proposed $150 million issue of senior
subordinated notes, and a Speculative Grade Liquidity rating of
SGL-2.  The ratings outlook is stable.

The stable ratings outlook is based on Moody's expectation that
the company could drive its current debt/capitalization ratio up
to the mid-to-high 60% range as a result of potential acquisitions
before bringing this ratio down to the low 60% level on a longer
term basis.

The ratings reflect:

   * the company's relatively small size and scale and limited
     current geographic reach;

   * risks associated with expansion into new markets;

   * the higher-than-industry average for spec building due to its
     condo tower business; and

   * the cyclical nature of the homebuilding industry.

At the same time, the ratings recognize that Comstock scores
within acceptable to strong ranges for its rating on many of the
financial metrics outlined in the Moody's Homebuilding Methodology
dated December 2004.  In addition, the company's building
activities are primarily located in one of the most robust and
faster growing homebuilding markets in the U.S., and it is viewed
to be conservative with regard to its land supply.

The SGL-2 rating indicates good liquidity for the next four
quarters, reflecting:

   * the company's acceptable availability under its secured bank
     credit facilities;

   * the absence of any material near-term debt maturities;

   * adequate headroom under its financial covenants; and

   * strong credit protection measures.

The rating is constrained by the expected heavy seasonal working
capital requirements of its homebuilding segment, which leave the
company with large negative free cash flows.

These ratings were assigned:

   * B1 Corporate Family Rating

   * B3 rating on $150 million of senior subordinated notes due
     January 2011

   * SGL-2 liquidity rating

All of Comstock's debt, which includes borrowings under $314
million of aggregate revolver, construction, and acquisition and
development bank credit facilities (unrated by Moody's), is
guaranteed by the company's operating subsidiaries.

Founded in 1985, Comstock conducts homebuilding operations through
operating divisions in the Washington, D.C. metropolitan area (92%
of revenues), covering Northern Virginia and Maryland, and in
Raleigh, North Carolina (8% of revenues).  This geographic
concentration, plus the company's relatively limited product and
price point diversity as well as its overall small relative size,
make the company more susceptible to a cyclical industry downturn
and/or regional downturn than its much larger competitors.

The company has identified a number of additional projects in
its existing market areas in which it would like to invest and
a number of potential acquisition targets elsewhere in the
mid-Atlantic and in the southeast by which it could further
expand its footprint.  Again, given its relatively small size,
the company would be more susceptible than its larger competitors
to integration risk, financial overexposure, and start up costs
that could have a significant short-term effect on overall
results.

The company began operations as a land developer and specialty
homebuilder but then focused during the 1990's on production
homebuilding for first-time and early move-up buyers.  In 2002 and
2003, Comstock expanded into urban style mixed-use projects, high
rise condos, and the active adult market.  As a result of this
product mix change, condo revenues accounted for approximately
47% of 2005 year-to-date revenues and 73% of backlog.  Although
Comstock does very little spec construction in its traditional
homebuilding business, the condo operations, particularly the
high-rise condo segment, may start construction with just 30% to
50% of the units having been pre-sold.  Consequently, Comstock's
overall proportion of spec building tends to be at the higher end
of industry averages.  If the company's market area should weaken
suddenly, it could be left with excess unsold inventory.

On the plus side, Comstock's financial metrics are satisfactory to
strong for the ratings assigned.  In 2004, the company's debt
leverage, as measured by debt/capitalization of 58.9%, was
acceptable for its rating, EBIT coverage of interest of 4.6x would
have mapped to a higher rating, and gross margins of 33.4% far
exceeded the bounds of its assigned ratings.  In 2006 and beyond,
because of the company's increasing proportion of condo
conversions and other projects, gross margins are expected to
decline to the low-to-mid 20% range-still a healthy figure for the
ratings.  The company's slightly over four-year lot supply
(roughly one-third owned) on a go-forward basis would have mapped
to a higher ratings level as well.

Although showing some signs of slow down in the rapid pace of new
home sales and price appreciation, the Washington, D.C.
metropolitan area remains one of the better markets to be in if
one has to be concentrated in a single market.

Pro forma for the offering of $150 million of new five-year senior
sub notes, repayment of approximately $145.5 million of bank debt,
and disbursement of approximately $4.5 million for fees and
expenses, total debt/capitalization as of the nine months ended
September 30, 2005 would be approximately 55% while total
debt/EBITDA as of the 12 months ended the same date would be
approximately 4.3x, with both metrics acceptable for the ratings
assigned.

Going forward, the ratings and outlook would be strengthened by:

   * a significant build-up in the company's tangible equity base;
   * a successful diversification into other markets;
   * a reduction in the proportion of spec construction; and
   * a permanent reduction in the company's debt leverage metric.

The ratings and outlook would be stressed by a misstep in the
company's expansion process and/or a significant increase in debt
leverage.  The SGL-2 liquidity rating would be adversely impacted
if the company were to make unusually large land purchases or to
bulk up its work-in-process inventory, thereby reducing its
available liquidity under its revolver.  The SGL-2 rating would be
bolstered if the company were to become strongly free cash flow
positive on a consistent annual basis or were to increase the
revolver portion of its overall bank credit facilities.

Headquartered in Reston, Virginia, Comstock Homebuilding
Companies, Inc.:

   * designs and builds:

     -- single-family homes and town homes,
     -- mid-rise and high-rise condominiums,
     -- urban-style mixed use developments, and
     -- active adult communities; and

engages in condo conversions.

Revenues and EBITDA for the trailing twelve month period ended
September 30, 2005 were approximately $168 million and $39
million, respectively.


COMSYS INFORMATION: Moody's Rates Proposed $100 Million Loan at B3
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$100 million second lien term loan of COMSYS Information
Technology Services, Inc., and concurrently withdrew the B2 rating
previously assigned to the proposed senior unsecured notes of
COMSYS IT Partners, Inc.  Comsys IT is the direct holding company
parent of Comsys and recently cancelled a proposed $150 million
offering of senior unsecured notes.  The proceeds from the second
lien term loan and approximately $47 million of borrowings under a
$120 million first lien revolving credit facility (not rated) are
expected to be used to repay existing secured debt and pay related
fees and expenses.  Since Comsys IT has no rated debt, the
corporate family and SGL ratings of Comsys IT have been withdrawn
and assigned at the Comsys level.  The ratings outlook is stable.

The ratings reflect:

   * intense competition;

   * pricing pressure;

   * historically weak operating performance during economic
     downturns; and

   * risks related to the September 2004 merger with
     Venturi Partners, Inc. and related integration efforts.

The ratings also reflect:

   * the company's large national scale;

   * expected increases in outsourced corporate IT spending; and

   * cost savings achieved during 2005 in connection with the
     Venturi acquisition.

Moody's assigned these ratings to COMSYS Information Technology
Services, Inc.:

   * $100 million second lien term loan due 2010 at B3
   * Corporate family rating at B2
   * Speculative grade liquidity rating at SGL-3

Moody's has withdrawn these ratings of COMSYS IT Partners, Inc.:

   * $150 million senior unsecured notes due 2013 at B2
   * Corporate family rating at B2
   * Speculative grade liquidity rating at SGL-3

Comsys acquired the information technology staffing operations of
Venturi in a tax free exchange of stock on September 30, 2004.
Venturi's IT staffing operations represented about 40% of the pro
forma combined revenues of Comsys.  In addition to expanding the
company's geographic reach and diversifying its customer base, the
merger was predicated on realizing significant cost savings.  The
company has substantially completed its cost saving initiatives
by:

   * centralizing certain corporate and administrative functions;
   * consolidating overlapping facilities; and
   * personnel and reorganizing its management team.

Ongoing risks related to the merger include the integration of
technology platforms and the ability of the company to retain key
clients, local management teams and employees.  The IT staffing
industry has high turnover rates and any difficulties in
recruiting and retaining consultants could have a significant
impact on the underlying business.

The company's financial performance was severely impacted by the
weak economy and decline in corporate IT spending during 2002 and
2003, particularly in the telecommunications and internet sectors.
During economic downturns, companies tend to reduce their use of
temporary employees and/or permanent placement services before
implementing layoffs of permanent employees.  In addition, the
economic slowdown affected the willingness and ability of
companies to invest capital in upgrading their technology systems.
As a result, revenues declined 27% and 14% in 2002 and 2003,
respectively.  The company's billable consultants declined 46%
from January 2001 through June 2003.

Beginning in the third quarter of 2003, headcount numbers have
trended upward reflecting an increase in new IT projects and a
decline in project postponements and deferrals.  Pro forma
combined revenues increased from $577 million in 2003 to $639
million in 2004.  Moody's believes that the IT staffing industry
in the US will continue to grow modestly over the intermediate
term as corporate IT budgets recover from the constrained capital
spending levels sustained during the recent economic slowdown.

In addition, IT staffing companies should also benefit from
continued demand for a more flexible workforce, which allows
companies to manage their labor costs more effectively.
Nevertheless, Moody's expects the company's financial performance
to continue to be impacted by challenging industry conditions.  
The IT staffing industry is highly competitive and fragmented,
with numerous national, regional and local competitors.

Although most of these competitors are smaller than Comsys, a hand
full of competitors have greater financial and marketing resources
than the company.  Barriers to entry are low and new competitors
continue to enter existing markets.  In addition, more companies
are using low cost offshore outsourcing centers, particularly in
India, to perform technology work and projects.

The company has modest customer concentration as it generates
about a third of its revenues from its top ten customers.  Due to
the competitive environment and excess supply of consultants
relative to demand during the last few years, pricing pressure
from clients has been significant although a continued recovery in
corporate IT spending may alter the supply/demand imbalance and
ease pricing pressures.  The ratings are also supported by the
company's broad geographic profile (41 offices in 26 states) and
increased scale post-Venturi merger which should benefit the
company as larger customers increasingly seek to minimize the
number of outsourcing vendors utilized.

The stable ratings outlook anticipates relatively flat revenues
and operating margins (4%-5% range excluding restructuring
charges) in the intermediate term.  Quarterly revenues may
fluctuate significantly due to the timing of IT projects and
variations in usage of IT staffing services by customers.  Despite
an expected improvement in corporate IT spending, Moody's believes
that it will be difficult for the company to show substantial
organic growth in its revenue base due to increasing competition,
pricing pressure and continued migration of IT work to firms
offshore.  Moody's expects 2005 fiscal year end Debt to EBITDA
(reflecting Moody's standard adjustments) of about 4.8 times and
free cash flow to debt of 5%-7% in 2006.

The ratings could be upgraded if the company achieves steady
organic revenue growth and improves operating margins such that
sustainable debt to EBITDA is less than 4 times and free cash flow
to debt is over 8%.  The ratings could be downgraded if the
company:

   * loses significant clients;

   * experiences difficulty completing the merger integration; or

   * suffers deteriorating operating margins such that debt to
     EBITDA increases to over 5.5 times and free cash flow to debt
     falls below 5% for an extended period of time.

The SGL-3 speculative grade liquidity rating reflects an adequate
liquidity profile characterized by modest expected free cash flow
from operations and significant availability under a $120 million
revolving credit facility.  Moody's expects the company to have
minimal cash balances upon the closing of the refinancing.  Cash
flow from operations over the next twelve months may be weak due
to variability in the utilization rates of its consultant base,
fluctuations in working capital requirements and the timing of
restructuring payments.

The company's cash needs in the next four quarters are also
expected to include about $5-$6 million of capital expenditures
and $5 million of debt amortization requirements.  Pro forma for
the refinancing at close, the company is expected to have about
$43 million of revolver borrowings and $3 million of letter of
credit utilization.  Effective availability under the borrowing
base revolver using anticipated covenant levels is expected to
initially be about $50 million.

Comsys may need to further increase its revolver borrowings to
fund working capital volatility, acquisition earn-outs and niche
acquisitions.  The company's bank facility is expected to contain
financial covenants that set a maximum level of total leverage and
a minimum level of fixed charge coverage.  Moody's expects the
company to have adequate cushion against these covenants over the
next four quarters.  As to alternate liquidity, substantially all
of the company's assets are pledged under the company's secured
credit facility and the company has few, if any, non-core assets
that could be sold.

The B3 rating assigned to the second lien term loan, notched one
level below the corporate family rating, reflects the effective
subordination of second lien debt to the $120 million first lien
revolver and $10 million first lien term loan.  The first and
second lien credit facilities are secured by a first and second
lien, respectively, on the assets of Comsys, including the stock
and assets of its domestic subsidiaries.

Headquartered in Houston, Texas, Comsys is a leading IT staffing
company that provides a full range of specialized staffing and
project implementation services and products.  Pro forma combined
revenues (adjusted for the Venturi merger) for the LTM period
ending July 3, 2005 was $652 million.


COMSYS IT: Venturi Integration Spurs S&P to Junk $100M Junior Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating and
recovery rating of '5' to COMSYS IT Partners Inc.'s $100 million
junior secured term loan due 2010.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on COMSYS and withdrew its rating on the company's
$150 million senior unsecured notes due 2013, which are no longer
being marketed.  The outlook is negative.

At Oct. 2, 2005, COMSYS had pro forma debt of roughly $150 million
and preferred stock of $25 million.

Transaction proceeds will be used to refinance the company's
indebtedness, which was incurred in 2004 as part of the company's
September 2004 acquisition of Venturi Partners Inc.  COMSYS'    
$25 million high-cost 15% pay-in-kind preferred stock will remain
in place.

Houston, Texas-based COMSYS specializes in IT staffing services,
with 41 offices in 26 states.

"The ratings reflect the potential challenges associated with the
ongoing integration of the Venturi acquisition, and COMSYS' still
small size in the competitive and cyclical domestic IT staffing
market," said Standard & Poor's credit analyst Hal F. Diamond.  
"These factors are partially offset by COMSYS' management's track
record of coping with difficult industry conditions."

The company provides IT services to about 30% of Fortune 500
companies, with the 15 largest customers representing about 44% of
2004 sales.  Its client base has diversified somewhat following
the Venturi acquisition.  However, large customers increasingly
have been seeking pricing discounts in exchange for higher volumes
of business.  Increasing competition from both onshore and
offshore IT outsourcing providers has also exacerbated pricing
pressures.


CONSUMER DIRECT: Equity Deficit Tops $5.5 Mil. at September 30
--------------------------------------------------------------
Consumer Direct of America delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 21, 2005.

Consumer Direct incurred a $1,920,945 net loss for the three
months ended Sept. 30, 2005, as compared to a $1,526,259 net loss
for the same period in 2004.  

The Company reported a $7,488,862 net loss for the first nine
months of 2005 in contrast to a $2,913,787 net loss for the
comparable period in 2004.  Management says the $4.6 million
increase in loss for the nine months ended Sept. 30, 2005, was due
to the new accounting rules that required the monetizing of stock
conversion features of bridge loans which totaled $2.9 million,
the costs associated with the acquisition of Ocean West and an
increase in interest and professional fees.

The Company's balance sheet showed $14,860,582 in assets at
Sept. 30, 2005, and liabilities of $21,578,093, resulting
in a stockholders' deficit of approximately $5,541,522.  At
Sept. 30, 2005, the Company had an accumulated deficit of
$25,390,771.

                       Going Concern Doubt

De Joya & Company expressed substantial doubt about Consumer
Direct's ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Dec. 31, 2004.  The auditing firm pointed to the Company's
recurring losses from operations and accumulated deficit.

Headquartered in Las Vegas, Nevada, Consumer Direct of America,
Inc. -- http://www.cdoa.biz/-- operates as a direct-to-consumer  
mortgage broker that originates mortgages loans in the United
States.  As of Dec. 31, 2004, CDA operated through 46 retail
branches in 34 states.  In addition, the company, through its
subsidiary, Ocean West Holding Corp., originates and sells loans
secured by real property with one to four units.


COOPER-STANDARD: Moody's Reviews Sr. Subordinated Debt's B3 Rating
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Cooper-Standard
Automotive Inc. and to its wholly-owned subsidiary Cooper-Standard
Automotive Canada Limited under review for possible downgrade.  
The review is prompted by Cooper Standard's announcement that it
has signed a definitive agreement to acquire the Fluid Handling
Systems business of ITT Industries Inc. in a transaction valued at
approximately $205 million, which will require incremental debt
financing.  ITT's Fluid Handling Systems division is a leading
manufacturer of steel and plastic tubing and quick connects for
fuel and brake lines used in automotive applications, and had net
sales of approximately $437 million.

The ratings under review for possible downgrade are:

Cooper Standard Automotive, Inc.:

   * Corporate Family Rating at B1;
   * Senior Secured bank Facility rating at B1;
   * Senior Unsecured rating at B2; and
   * senior subordinated debt rating at B3

Cooper Standard Automotive Canada Limited:

   * Senior Secured Bank Credit Facility rating at B1

The Speculative Grade Liquidity rating of Cooper Standard
Automotive, Inc. has been lowered to SGL-3 reflecting:

   * the need for incremental financing to complete the
     acquisition;

   * the potential increase in working capital needs of the
     expanded business;

   * the existing moderate cushion under the financial covenants
     given Cooper Standard's weaker operating performance; and

   * the need to approach the company's bank group to reflect the
     revised capital structure.

Moody's review will consider the business opportunities and
financial risks associated with Cooper Standards' acquisition of
the Fluid Handling Business of ITT, as well as the potential fit
of the newly acquired operations within Cooper-Standard's existing
business.  The review will consider the degree to which
incremental debt incurred to fund the acquisition will be
supported by acquired earnings, and the degree to which the
company's financial metrics are affected by the transaction.

The review will also consider the effects of the current adverse
business environment in the auto components sector on Cooper
Standard's earnings and cash flow, and the strategies the company
is pursuing to enhance performance, which has eroded in recent
periods.  The rating review will also consider the company's
ongoing progress in containing costs and generating cash flow to
reduce the debt incurred to fund the December 2004 acquisition of
Cooper Standard from Cooper Tire and Rubber Company.

Cooper-Standard, headquartered in Novi, Michigan, is a privately
held portfolio company of The Cypress Group and Goldman Sachs
Capital Partners.  It is a leading global manufacturer of:

   * fluid handling;

   * body sealing; and

   * noise, vibration and harshness control systems for
     automotive vehicles.

As a percentage of revenues, these business lines currently
respectively contribute approximately 34%, 47%, and 19% of the
total.  The company sells about 90% of its products to automotive
original equipment manufacturers.  Annual revenues currently
approximate $1.9 billion.


CMS ENERGY: Plans to Auction & Sell Palisades Nuclear Power Plant
-----------------------------------------------------------------
CMS Energy Co. (NYSE: CMS) plans to sell the Palisades nuclear
power plant and will establish a competitive bid process expected
to lead to a sale in 2007.

The process will include a long-term power purchase agreement with
the new owner to retain the benefits of the low-cost nuclear
generation for Consumers Energy's 1.8 million electric customers.

The Palisades plant, located near South Haven, Mich., is the only
operating nuclear plant owned by Consumers Energy, CMS Energy's
principal subsidiary.  It produces up to 798 megawatts, or about
18% of Consumers Energy's electricity generating capacity.   The
plant currently is licensed to operate until 2011.  The Company
has filed with the U.S. Nuclear Regulatory Commission seeking to
renew the license for 20 additional years.

David Joos, CMS Energy's president and chief executive officer,
said the decision to sell the plant reflects the current realities
in the nuclear power marketplace.

"Ownership of nuclear power plants is consolidating as companies
with multiple nuclear units are able to share operating practices,
experience, and resources and benefit from economies of scale,"
Joos said. "Though we've seen great improvements at Palisades
since turning over operations to the Nuclear Management Company in
2000, NMC has shrunk as other member utilities have sold their
plants, and we believe our best course of action is to sell
Palisades."

Mr. Joos emphasized that Palisades will be sold only if a
satisfactory bid is made.  "We will sell Palisades only if it
makes sense for the Company and its customers," he said.  "We
expect a high level of interest in Palisades and we're optimistic
that we'll see some attractive bids."

Concentric Energy Advisors has been retained to serve as the
auction manager and financial adviser for the sale of Palisades.
CEA will provide strategic support throughout the transaction and
regulatory approval process.

The NRC will have to approve the transfer of the plant's operating
license to a new owner.  The Federal Energy Regulatory Commission
and the Michigan Public Service Commission also will review
various elements of any sale.  The MPSC also will have an ongoing
role in approving any power supply agreements resulting from the
sale.

CMS Energy Co. is an integrated energy company, which has as its
primary business operations an electric and natural gas utility,
natural gas pipeline systems, and independent power generation.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 17, 2005,
Fitch assigned a 'B+' rating to CMS Energy Corp.'s $150 million
issuance of 6.30% senior unsecured notes, due 2012.  Proceeds from
the issuance will be used to refinance higher cost debt and for
general corporate purposes.  Fitch said the Rating Outlook is
Positive.

As reported in the Troubled Company Reporter on Dec. 27, 2004,
Moody's Investors Service upgraded the ratings of CMS Energy
Corporation, including its Senior Implied rating to Ba3 from B2,
senior unsecured debt to B1 from B3, subordinated debt to B3 from
Caa2, and preferred stock to Caa1 from Ca.  Moody's also upgraded
CMS' Speculative Grade Liquidity rating to SGL-2 from SGL-3.  In
addition, Moody's assigned a Ba3 rating to CMS' $300 million
secured bank credit facility.  This action concludes the review of
CMS' ratings for possible upgrade.  The rating outlook is stable.


CREDIT SUISSE: S&P Raises Low-B Ratings on 5 Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
14 classes of mortgage pass-through certificates from three
transactions issued by Credit Suisse First Boston Mortgage
Securities Corp.  At the same time, ratings are affirmed on
28 classes from the same transactions.  Credit support for these
transactions is provided by subordination, overcollateralization,
and excess spread.

The raised ratings reflect the strong performance of the mortgage
loan pools, along with actual and projected credit support
percentages that adequately support the raised ratings.  Current
credit support for the upgraded classes has increased to an
average of 2.19x the credit support required for the new rating
levels.  The higher credit support percentages resulted from
significant principal prepayments and the shifting interest
structure of the transactions.

As of the November 2005 remittance date, the upgraded transactions
had total delinquencies below 1.00%; total delinquencies ranged
from 0% to 0.99% for loan group 1 of series 2003-AR5.  None of the
upgraded classes had severe delinquencies.  Realized losses were
below 3 basis points for the upgraded groups.  The transactions
have paid down to well below 35% of their original principal
balances.

The affirmations reflect actual and projected credit support
percentages that should be sufficient to support the certificates
at their current rating levels.  As of the November 2005
distribution date, total delinquencies for the affirmed
transactions ranged from 5.28% of the current pool balance to
7.36%.  Serious delinquencies ranged from 3.78% to 6.61%.  There
were no realized losses.

The collateral backing each transaction consists of groups of  
Alt-A, adjustable-rate, conventional mortgage loans with original
terms to maturity of 30 years or less and secured by first liens
on primarily one- to four-family residential properties.
   
                         Ratings Raised
   
      Credit Suisse First Boston Mortgage Securities Corp.
                Residential Mortgage-Backed Certs

                                           Rating
           Series          Class         To      From
           ------          -----         --      ----
           2003-AR2        C-B-1         AAA     AA+
           2003-AR2        C-B-2         A+      A
           2003-AR2        C-B-3         BBB+    BBB
           2003-AR2        C-B-4         BB+     BB
           2003-AR5        C-B-1         AAA     AA+
           2003-AR5        C-B-2         AA+     AA
           2003-AR5        C-B-3         A+      BBB
           2003-AR5        C-B-4         BBB     BB
           2003-AR5        C-B-5         B+      B
           2003-AR9        C-B-1         AAA     AA
           2003-AR9        C-B-2         AA      A+
           2003-AR9        C-B-3         A       BBB+
           2003-AR9        C-B-4         BBB-    BB
           2003-AR9        C-B-5         B+      B
               
                        Ratings Affirmed
   
      Credit Suisse First Boston Mortgage Securities Corp.
                Residential Mortgage-backed Certs

   Series     Class                                     Rating
   ------     -----                                     ------
   2003-AR2   I-A-1, II-A-1, III-A-1, IV-A-1             AAA
   2003-AR2   C-B-5                                      B
   2003-AR2   V-A-1                                      AAA
   2003-AR2   V-M-1                                      AA
   2003-AR2   V-M-2                                      A
   2003-AR5   I-A-1, I-A-2, II-A-2, II-A-3, II-A-1       AAA
   2003-AR5   I-X, II-X                                  AAA
   2003-AR5   III-A-1                                    AAA
   2003-AR5   III-M-1                                    AA
   2003-AR5   III-M-2                                    A
   2003-AR9   AR, I-A-1, I-A-3, II-A-1, II-A-2, I-A-2    AAA
   2003-AR9   I-X, II-X                                  AAA
   2003-AR9   III-A-1                                    AAA
   2003-AR9   III-M-1                                    AA
   2003-AR9   III-M-2                                    A


CROSS COUNTRY: Moody's Withdraws $200 Million Debts' Ba1 Ratings
----------------------------------------------------------------
Moody's withdrew the ratings of Cross Country Healthcare, Inc.'s
senior secured credit facilities following the company's recent
refinancing of its existing facility with an unrated facility.
Moody's also withdrew the compay's Ba1 corporate family rating.

These ratings have been withdrawn:

   * $75 million senior secured revolver, due 2008, rated Ba1
   * $125 million senior secured Term Loan B, due 2009, rated Ba1
   * Corporate family rating, Ba1

Cross Country, Inc., headquartered in Boca Raton, Florida, is one
of the nation's leading providers of healthcare staffing services.
The company services more than 3,000 hospitals, pharmaceutical
companies and other healthcare providers in all 50 states.  The
company recognized revenue of $629 million for the last twelve
months ended September 30, 2005.


DELPHI CORP: Has Until June 7 to Make Lease-Related Decisions
-------------------------------------------------------------          
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York extends the date by which Delphi
Corporation and its debtor-affiliates may assume or reject their
unexpired non-residential real property leases to and including
June 7, 2007, without prejudice to their right to seek a further
extension of the deadline and without prejudice to a lessor's
right to seek to shorten the deadline.

The date by which the Debtors must assume or reject the ORIX
Warren, LLC, non-residential real property lease located at 4551
Research Parkway in Warren, Ohio, is extended to and including
December 7, 2006.

The Initial Extension will be further extended for an additional
six months to June 7, 2007, without further notice or a hearing,
unless ORIX files an objection to the Additional Extension by
October 1, 2006, in which case a hearing with respect to the ORIX
Lease and the granting of the Additional Extension will be held
at the next omnibus hearing to occur at least 30 days following
the October 1, 2006, deadline.  In the event of a hearing, the
Debtors will bear the burden of proof regarding "cause" for the
extension, as that term is contemplated under Section 365(d)(4)
of the Bankruptcy Code, and the Debtors will file their related
pleading at least 10 calendar days prior to the applicable
omnibus hearing.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELPHI CORP: Appointment of Non-Hourly Retirees' Panel Deferred
---------------------------------------------------------------          
As previously reported in the Troubled Company Reporter on
Oct. 14, 2005, Delphi Corporation and its debtor-affiliates told
the U.S. Bankruptcy Court for the Southern District of New York,
an "authorized representative" of the current hourly retirees
must be recognized and appointed in their chapter 11 cases.

Mr. Butler asserted that a single Retiree Committee will
adequately represent the interests of all Unrepresented Union
Retirees and it will permit the Debtors to conduct focused
negotiations with one entity.  Moreover, a single Retiree
Committee will lessen the financial burden on the Debtors'
estates.  Pursuant to Section 1114(b)(2), a Retiree Committee may
seek to have its reasonable out-of-pocket expenses, as well as the
fees and costs of its advisors, paid out of the assets of the
Debtors' estates.

                   No Union Filed for Election

Michael Beard, Russell Detweiler, Floyd Jones and John M.
McGrath, non-hourly retirees of Delphi Corporation, et al., note
that no International Union has filed an election for a retirees
committee to represent their union retirees under Section 1114 of
the Bankruptcy Code within the deadline set in the Retiree
Committee Order, so that no retirees committee would be
established at present.

The Debtors have stated that if and when they seek Bankruptcy
Court approval to eliminate or modify the retiree medical and
life insurance benefits of their non-union retired employees,
they will provide the Non-Hourly Retirees notice of those
proceedings.

In reliance on the record and the Debtors' statement, the
Non-Hourly Retirees withdraw their request to vacate or amend the
Court's Retiree Committee Order, while preserving all rights to
file a similar motion in future circumstances.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELPHI CORP: Pepco Wants Stay Lifted to Terminate Sales Agreement
-----------------------------------------------------------------          
Pepco Energy Services, Inc., is a party to a prepetition Master
Electric Sales Agreement dated July 8, 2003, with Delphi
Corporation and its subsidiaries.  The Sales Agreement provides
that the terms of the applicable Addendum to the Sales Agreement
are "strictly confidential."

Brent Strickland, Esq., at Whiteford, Taylor & Preston, in
Baltimore, Maryland, tells the U.S. Bankruptcy Court for the
Southern District of New York that Delphi has defaulted on
the payment terms under the Sales Agreement during the
postpetition period and has not cured the default as of
Nov. 21, 2005.  Accordingly, Delphi Corporation and its
debtor-affiliates are in breach of the Sales Agreement.

Mr. Strickland asserts that timely payment is critical because if
payment is not received by a certain date and the payment default
is not cured within a prescribed time period, Pepco is unable to
provide a "drop" service notice to the public utility that
ultimately delivers the power to the Debtors through its electric
distribution system.

As a result, Pepco becomes liable to the public utility to
deliver an additional month's worth of electricity or suffer
costs and additional potential exposure for failing to comply
with the public utility's supplier tariff requirements.

Furthermore, by the Court's Utilities Order, the Debtors and
Pepco are required to continue performance on the prepetition
terms of the Sales Agreement.  Thus, Delphi has also violated the
terms of the Utilities Order by failing to perform the Sales
Agreement under its prepetition terms.

Accordingly, Pepco asks the Court to:

    (a) lift the automatic stay to allow for termination of the
        Sales Agreement; or

    (b) in the alternative, compel the Debtors to assume or reject
        the Sales Agreement.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represents the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELTA AIR: CIT Purchases Ten Boeing Aircraft for $600 Million
-------------------------------------------------------------
CIT Group Inc. (NYSE: CIT) will purchase ten new Boeing 737-800
aircraft from Delta Air Lines upon the delivery of the aircraft by
The Boeing Company to Delta.  The total dollar value of the
aircraft is approximately $600 million, based on Boeing's current
list prices.

The ten aircraft are currently part of Delta's existing order
backlog with Boeing.  Nine of the aircraft will be delivered in
2007 and one in 2008.

The sale of the aircraft was approved by U.S. Bankruptcy Court for
the Southern District of New York presiding over Delta's Chapter
11 bankruptcy proceedings.

                       About CIT Aerospace

CIT Aerospace, a unit of CIT Group Inc., offers leasing and
finance packages including operating leases and structuring and
advisory services for commercial and regional airlines in addition
to providing financial solutions to manufacturers and suppliers in
the Aerospace & Defense Industry.  CIT Aerospace manages a fleet
of over 300 commercial and regional aircraft leased and financed
to over 100 airlines around the world.

                         About CIT Group

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

                      About Delta Air Lines

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: Retiree's Panel Objects to Use of Disability Funds
-------------------------------------------------------------
The Official Committee of Delta Retirees asked the U.S. Bankruptcy
Court for the Southern District of New York to end Delta Air
Lines' improper use of funds from a separate Disability and
Survivors Trust.  Delta had spent over $30 million of the Trust
funds in the last three years for employee severance benefits,
even though the Trust documents prohibited those payments since
March 2002.

In a filing during the first week of the bankruptcy, Delta had
claimed the Trust was "fully funded," but financials provided
since show the Trust has an asset shortfall of more than
$212 million.  The Committee also raised questions about Delta's
separate amendment of its benefit plans, two days before the
bankruptcy, to retroactively authorize $22 million in 2004
payments out of the Trust for active workers' sick pay.

The Committee is seeking relief under a bankruptcy statute that
protects disability and death benefits of retired workers.  "The
Trust was set up to pay specific benefits for widows, orphans, and
the disabled," said the Committee's lawyer Dean Gloster of Farella
Braun + Martel.  "Not as a fund for Delta operating expenses."

In an official statement, Committee chairwoman Cathy Cone said,
"Delta is a world-class organization that has, for almost all of
its history, tried to do the right thing for the people who worked
so hard as part of the Delta family, and to do the right thing for
their families.  In this instance, Delta made a mistake, and Delta
did something wrong. We have brought that mistake to their
attention and to the attention of the Court.  We fully expect that
Delta will now do the right thing and correct this wrong."

         About the Official Committee of Delta Retirees

The Official Section 1114 Committee of Non-Pilot Retirees --
http://www.delta1114.org/-- is composed of seven retirees, and  
was appointed on Nov. 10, 2005 to protect the health, medical,
disability, insurance and death benefits of retired employees in
the Delta bankruptcy.

                About Farella Braun + Martel LLP

Since its founding in 1962, Farella Braun + Martel --
http://www.fbm.com/-- has achieved a national reputation for the  
acumen of its business practice, the high profile cases of its
complex commercial litigation practice and its prestigious client
base.  The San Francisco-based firm serves a diverse group of
clients from multinational corporations to emerging businesses.
The firm also has an office in the Napa Valley focused on the wine
industry and related businesses.

                      About Delta Air Lines

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.


EMPIRE GLOBAL: Posts $900K Net Loss for the Quarter Ended Sept. 30
------------------------------------------------------------------
Empire Global Corp. (OTCBB: EMGL) reported a $927,092 net loss for
the three-month period ended Sept. 30, 2005, compared to a $44,061
net loss for the same period in 2004.

The Company's balance sheet showed $3,045,000 in total assets at
Sept. 30, 2005, and liabilities of $876,405.

                       Going Concern Doubt

SF Partnership, LLP, of Toronto, Canada, expressed substantial
doubt about Empire Global's ability to continue as a going concern
after it audited the Company's financial statements for the
three-month and nine-month periods ended Sept. 30, 2005 and 2004.  
The auditing firm pointed to the Company's recurring losses from
operations since inception.

                    Excel Empire Acquisition

Empire Global has entered into a Plan of Merger and Reorganization
Agreement with Excel Empire Limited, a British Virgin Islands
Corporation whereby it will acquire 100% of the capital stock of
Excel through the issuance of 36,400,000 Restricted Shares of
Common Stock of Empire Global Corp.

Excel Empire Limited is a corporation that owns and operates a
newly constructed 645,000 square ft. commercial shopping center
complex, a 25-story 5-Star hotel currently under construction
and scheduled for completion in early 2006 and a 150-acre
state-of-the-art film studio, which is currently home to the
CCTV Film Studio.  The Project has an appraised value of
approximately $150 million and comes to Empire free of all debt
and encumbrances.

The Advisory Committee of Empire Global Corp. stated: "The
acquisition of Excel Empire Limited represents a platform for
expanding our business into one of the fastest growing and
untapped economies in the world.  Our target regions and cities of
interest in China are areas that demonstrate exceptional upside
growth and income potential and offer the best possible value for
the shareholders."

                       About Empire Global

Empire Global Corp., fka Pender International Inc., operates as a
merchant bank for growth companies.  The Company offers
undervalued small-to-medium sized advanced stage companies strong
management, capital and marketing to bring their operations to
profitability.


ENTERGY NEW ORLEANS: Deloitte & Touche Approved as Auditors
-----------------------------------------------------------          
Entergy New Orleans Inc. sought and obtained the U.S. Bankruptcy
Court for the Eastern District of Louisiana's authority to employ
Deloitte & Touche, LLP, to serve as its independent auditor, nunc
pro tunc to the filing of the utility's chapter 11 petition.

Deloitte & Touche has provided the Debtor independent auditing
and other attestation and accounting services since 2001,
Elizabeth J. Futrell, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P., in New Orleans, Louisiana, relates.  
Since the Petition Date, Deloitte & Touche has also provided the
Debtor independent audit services, including year-end audit and
quarterly review.  The Debtor states that it owes Deloitte &
Touche $50,000 for those services.

The compensation for Deloitte & Touche's professional auditing
services will be based on the hours actually expended by each
assigned staff member at a blended hourly billing rate of $220.  
Deloitte & Touche will also seek reimbursement for necessary
expenses incurred.

On September 26, 2005, the Debtor sought and obtained the Court's
authority for the interim compensation of professionals and
Committee members.  In this regard, the Debtor intends for
Deloitte & Touche to be an estate professional whose fees and
expenses will be governed by the Interim Compensation Order.

Thomas L. Keefe, a partner at Deloitte & Touche, assures the
Court that the firm does not hold or represent an interest adverse
to the Debtor's estate that would impair its ability to
objectively perform auditing services for the Debtor.  Deloitte &
Touche is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b) of the Bankruptcy Code.

Mr. Keefe maintains that that Deloitte & Touche has not provided,
and will not provide, professional services to any of the
creditors, other parties-in-interest, or attorneys in connection
with the Debtor's Chapter 11 case.  However, from time to time,
Deloitte & Touche or its affiliates have provided may currently
provide and may in the future continue to provide professional
services to certain of the Debtor's creditors or other parties-
in-interest in matters unrelated to the Debtor's Chapter 11 Case.

Because Deloitte & Touche is a national firm with many client
relationships, it is unable to state with certainty that every
client relationship or other connection has been disclosed.  Mr.
Keefe tells the Court that if Deloitte & Touche discovers
additional information that requires disclosure, it will file a
supplemental disclosure with the Court promptly.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.  
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Can Honor Prepetition Employee Obligations
---------------------------------------------------------------          
Under the laws of the State of Louisiana, Entergy New Orleans,
Inc., is required to provide certain workers' compensation
benefits to provide its employees with workers' compensation
coverage for claims arising or related to their employment.  For
many years, the Debtor has self-insured its workers' compensation
benefits.

The Louisiana Workers' Compensation Act sets forth the security
requirements for employers who self-insure their workers'
compensation benefits.  In accordance with the LWCA, the Director
of the Louisiana Workers' Compensation Administration granted the
Debtor a Certificate of Authority to Self-Insure.

To obtain and retain the Certificate, the Debtor, as principal,
posted Surety Bond No. 6144772 for $100,000 with Safeco Insurance
Company of America, as surety to the State of Louisiana, for the
use and benefit of all its employees and their dependents, to
whom the Debtor may, during the life of the Bond, become liable
for benefits under the LWCA.

Should the Debtor suspend payment of workers' compensation
benefits, upon written demand by the Director, Safeco is
obligated to pay to the Department the entire amount of the Bond
within 30 days of receipt of the demand, Elizabeth J. Futrell,
Esq., at Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
LLP, in Baton Rouge, Louisiana, states.

                  Workers' Compensation Claims

As of the Petition Date, the Debtor has six workers' compensation
claims by, or on behalf of, its inactive employees arising out of
accidents on the job that occurred before the Petition Date.

The Workers' Compensation Claims include two elements:

   (1) Replacement Wages

       On a bi-weekly basis, the total Replacement Wages payable
       to the claimants would be less than $3,000.

   (2) Workers' Compensation Medical Benefits

       As of the Petition Date, four recipients of Workers'
       Compensation Medical Benefits have outstanding bills
       totaling less than $1,000.

       Two of the Recipients may be eligible to receive medical
       benefits as retired employees, within the meaning of
       Section 1114 of the Bankruptcy Code.  Hence, the Debtor
       is arguably obligated to provide the two Recipients with
       Retiree Medical Benefits.

       Although the Workers' Compensation Medical Benefits of the
       two Recipients is more comprehensive than their Retiree
       Medical Benefits, the additional cost to the Debtor would
       be negligible because the medical expenses would have
       relate to the injury to constitute a Workers'
       Compensation Medical Benefit, Ms. Futrell explains.

Accordingly, the Debtor sought and obtained the U.S. Bankruptcy
Court for the Eastern District of Louisiana's authority to:

   (a) pay the Replacement Wages, until further Court order; and

   (b) continue to honor certain of its obligations to provide
       the Workers' Compensation Medical Benefits to its inactive
       employees.

Ms. Futrell asserts that the Workers' Compensation Claims are
priority claims within the meaning of Section 507(a)(4) of the
Bankruptcy Code.  Thus, the Debtor's estate will not be harmed by
permitting the payment of the Workers' Compensation Claims before
the effective date of a plan of reorganization.

Moreover, the Director may demand payment under the Bond, if the
Debtor ceases making payments on the Workers' Compensation
Claims.  In that event, the Debtor would be forced to satisfy as
yet unknown demands by the Director to continue to self-insure
its postpetition workers' compensation benefits.  The cost to
comply with those unknown demands could be substantial, Ms.
Futrell says.  "This compares favorably to the relatively small
amount that would be necessary for [the Debtor] to continue to
honor its [prepetition] workers' compensation claims."

Moreover, Ms. Futrell asserts that payment of the Workers'
Compensation Claims is necessary to maintain the morale of the
Debtors' active employees, many of whom are victims of Hurricane
Katrina.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.  
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Wants Ordinary Course Profs. to Continue
-------------------------------------------------------------
Entergy New Orleans, Inc., seeks the U.S. Bankruptcy Court for the
Eastern District of Louisiana's authority to:

   (a) employ professionals utilized in the ordinary course of
       business without requiring the submission of separate
       retention pleadings for each professional; and

   (b) pay the ordinary course professionals without the need for
       a fee application.

In the day-to-day performance of their duties, the Debtor's
employees regularly call on certain outside counsel to assist
them in carrying out their assigned responsibilities.  Tara G.
Richard, Esq., at Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, LLP, relates that the Debtor cannot continue to operate
its business with sound business practice unless it retains and
pays for the services of ordinary course professionals.

Ms. Richard explains that a number of the Ordinary Course
Professionals are unfamiliar with the fee application procedures
employed in bankruptcy cases.  Thus, some of the Ordinary Course
Professionals might be unwilling to work with the Debtor if those
fee application requirements were imposed.

The operation of the Debtor's business would be hindered if the
Debtor were required to file retention pleadings and follow the
usual fee application process required of other bankruptcy
professionals, Ms. Richard asserts.  In addition, the cost of
preparing and prosecuting the retention applications and fee
applications would be significant and unnecessary because it
would be borne by the Debtor's estate.

Moreover, the retention pleading requirements would flood the
Office of the Clerk of Court and the U.S. Trustee's office with
unnecessary fee applications.

The Debtor also anticipates employing certain Ordinary Course
Professionals to perform ongoing litigation-related services
during the pendency of its Chapter 11 case.  Although most of
litigation will be stayed, the Debtor seeks authority to retain
the services of these attorneys should circumstances render these
services necessary.

The Debtor proposes to file statements with the Court disclosing:

   (1) the name of the Ordinary Course Professional;

   (2) the aggregate amounts paid as compensation for services
       rendered and reimbursement of expenses incurred by the
       Ordinary Course Professional during the previous 120 days;
       and

   (3) a general description of the services rendered by each
       Ordinary Course Professional.

The Debtor will provide the U.S. Trustee with unredacted copies
of the bills or invoices of the Ordinary Course Professionals
before payment and receipts of related expenses.

The Debtor will also require each Ordinary Course Professional to
file an Affidavit of Disinterestedness with the Court and to
serve copies on the Debtor, the Office of the U.S. Trustee,
counsel to any statutory creditors' committee appointed, and
those listed on the Special Notices List, prior to or
contemporaneous with its first submission to the Debtor of
invoices accompanying a request for compensation.

Although some of the Ordinary Course Professionals hold unsecured
claims against it, the Debtor does not believe that any of the
Ordinary Course Professionals have an interest materially adverse
to it, its creditors or other parties-in-interest.

                   Bank of New York Responds

The Bank of New York, as indenture trustee to the Mortgage and
Deed of Trust dated May 1, 1987, seeks clarification that the
Debtor does not intend to pay at this time and without further
Court order, the $325,000 prepetition amount due to the Ordinary
Course Professionals the Debtor currently expects to utilize.

Douglas S. Draper, Esq., at Heller, Draper, Hayden, Patrick and
Horn, L.L.C., in Baton Rouge, Louisiana, points out that the
Debtor has paid millions of dollars to prepetition creditors,
including affiliates, since the filing of its Chapter 11 case
without any Court authority.

The request is clear that the Ordinary Course Professionals will
not be involved in the administration of the Debtor's case.  
However, Mr. Draper reveals that at least one of the OCP
represents Entergy Corporation and Entergy Services, Inc.  "That
[OCP] has taken an active role in representing the interests of
Entergy and ESI in connection with litigation over the Final DIP
Order and other matters in litigation in the Debtor's Chapter 11
case."

Mr. Draper also points out that in its latest cash flow forecast,
the Debtor proposed to make significant payments to ESI for
corporate services.  "No payments should be made by the Debtor to
ESI for reimbursement of professionals employed by Entergy or ESI
in connection with the bankruptcy case without order of the
Court."

The Bank of New York asks the Court to condition any order
approving the Debtor's request to provide that:

   (a) the Debtor is not authorized to pay the prepetition claims
       of the Ordinary Course Professionals at this time and
       without Court order; and

   (b) no payments will be made by the Debtor to ESI for
       bankruptcy services related to its Chapter 11 case without
       Court order.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.  
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EQUINOX HOLDINGS: Related Merger Prompts S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on Equinox Holdings Inc. on
CreditWatch with negative implications, following the company's
announcement that it has agreed to be acquired by The Related
Companies L.P. for about $505 million in cash.

As part of Related's proposed financing for the transaction, a
Related entity will commence a cash tender offer to purchase
Equinox's outstanding 9% senior notes due 2009.  At           
Sept. 30, 2005, Equinox had about $163 million of debt
outstanding.

"The CreditWatch listing is based on concerns that the transaction
could increase Equinox's debt leverage and heighten financial
risks," said Standard & Poor's credit analyst Andy Liu.

The company has been performing well with steady membership and
revenue growth.  However, Equinox is also rapidly expanding its
club base, with six new clubs planned for 2006, and this has kept
its debt burden high.  New York-based Equinox is an operator of
upscale fitness clubs in New York, Chicago, Miami, Los Angeles,
and San Francisco.

The transaction is expected to close in January 2006.  Standard &
Poor's will assess the company's new capital structure, liquidity,
and club operations in resolving the CreditWatch listing.


GB HOLDINGS: Shareholder Wants Examiner or Equity Panel Appointed
-----------------------------------------------------------------
Robino Stortini Holdings, LLC, asks the U.S. Bankruptcy Court for
the District of New Jersey appoint a chapter 11 examiner or to
direct the U.S. Trustee for Region 3 to appoint an official
committee of equity interest holders in GB Holdings, Inc.'s
chapter 11 case.

Robino Stortini currently owns over 1.8 million shares that
represent 16% of the issued and outstanding shares of the Debtor's
common stock.  

Robino Stortini explains that Carl Icahn is the chairman of the
Debtor's Board of Directors.  Mr. Icahn also owns 90% of the
outstanding Depositary Units of and serves as chairman of the
Board of Directors of American Real Estate Partner, L.P., a
publicly traded limited partnership.  American Real Estate owns
approximately 77.5% of the outstanding common stock of GB Holdings
and approximately 63.4% of the outstanding stock of Atlantic Coast
Entertainment Holdings, Inc., the Debtor's only significant asset.

                       The Exchange Offer

On June 3, 2004, the Debtor filed a proxy statement with the SEC
detailing the terms an exchange offer.  The effect of the Exchange
Offer was the transfer of substantially all of the Debtor's assets
to ACE Gaming, a wholly owned subsidiary of Atlantic Coast.  In
exchange for all of its assets, the Debtor would receive a
substantial number of Atlantic Coast shares or warrants to
purchase Atlantic Coast common stock, depending on the principal
amount of GBH Notes exchanged for Atlantic Coast Notes.

The stockholders of the Debtor approved the Exchange Offer on
July 22, 2004.  Approximately 60.2% of the GBH Notes, including
all of the GBH Notes controlled by Mr. Icahn and accounting for
58% of the principal amount of the GBH Notes were submitted for
exchange.  When the Exchange Offer was completed, the only thing
the stockholders of GBH received were the Atlantic Coast warrants,
and of the 10 million warrants issued, Mr. Icahn and his
affiliates received 77% of them.  

GBH had transferred all of its assets in exchange for one asset,
the 2.8 million shares of Atlantic Coast common stock, which is
the parent of ACE Gaming.  ACE Gaming now held all of GBH's
assets.  On Sept. 2, 2004, the SEC granted GBH application to
delist the company's common stock effective Sept. 3, 2004.  

The delisting meant that GBH's stockholders no longer had a public
regulated market to trade their shares.  For stockholders like
Robino Stortini, it meant that its substantial monetary investment
was effectively frozen.

                  Arguments for Appointment of
                 an Examiner or Equity Committee

Daniel K. Astin, Esq., at The Bayard Firm, in Wilmington,
Delaware, asserts that the circumstances of the Exchange Offer and
the Debtor's resulting actions justify the need to direct the U.S.
Trustee to appoint an independent, unbiased examiner to address
the issues related to the Exchange Offer, to facilitate a
reorganization that is in the best interest of all creditors and
equity holders and to investigate the abuses prevalent in deals
involving Mr. Icahn.

The appointment of an independent examiner will increase the
transparency of the Debtor's bankruptcy proceeding, ensure maximum
participation of key constituencies and avoid costly litigations
that may occur in connection with the Debtor's dealings with Mr.
Icahn, Mr. Astin says.

Alternatively, if the Court does not approve the appointment of a
chapter 11 examiner, it should enter an order directing the U.S.
Trustee to appoint an equity holders' committee that will
represent and protect the interests of minority shareholders
because it is unjust to permit the Debtor to reorganize or
liquidate its assets without the input of those shareholders.

The Court will convene a hearing at 10:00 a.m., on Dec. 12, 2005,
to consider Robino Stortini's request.

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


GB HOLDINGS: Creditors Panel Taps McElroy Deutsch as Co-Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave the
Official Committee of Unsecured Creditors of GB Holdings, Inc.,
permission to employ McElroy, Deutsch, Mulvaney & Carpenter, LLP
as its co-cousel.

McElroy Deutsch will:

   1) assist, advise and represent the Committee with respect to
      the administration of the Debtor's chapter 11 case and the
      exercise of oversight with respect to the Debtor's affairs;

   2) advise the Committee with regards to its powers and duties
      and assist in maximizing the value of the Debtor's assets
      for the benefit of all creditors and other parties-in-
      interest;

   3) assist the Committee in pursuing confirmation of a plan of
      reorganization and approval of a disclosure statement, or in
      motions for conversion to a chapter 7 or the appointment of
      a chapter 11 trustee;

   4) assist the Committee in investigating the Debtor's assets,
      liabilities, financial condition, claims and its operations;

   5) commence and prosecute any necessary and appropriate actions
      and proceedings on behalf of the Committee that may be
      relevant to the Debtor's chapter 11 case;

   6) prepare on behalf of the Committee all necessary
      applications, motions, answers, orders, reports and other
      legal papers;

   7) communicate with the Committee's constituents as the
      Committee may consider desirable and assist the Committee in
      its request for the appointment of a trustee or examiner;

   8) appear in Court to represent the interests of the Committee;
      and

   9) render all other legal services to the Committee that are
      appropriate, necessary and proper in the Debtor's chapter 11
      case.

Charles S. Stanziale, Esq., and Jeffrey T. Testa, Esq., at McElroy
Deutsch are the lead professionals from the Firm performing
services to the Committee.  Mr. Stanziale charges $475 per hour
for his services, while Mr. Testa charges $300 per hour.

Mr. Stanziale reports McElroy Deutsch's professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Partners             $375 - $475
      Associates           $250 - $350
      Paraprofessionals    $125 - $150

McElroy Deutsch assures the Court that it does not represent any
interest materially adverse to the Committee and is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.

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


HARLAN SPRAGUE: Moody's Places Ba2 Rating on $190 Million Debts
---------------------------------------------------------------
Moody's Investors Service assigned first time ratings to the
proposed debt of Harlan Sprague Dawley, Inc.  The proceeds from
the financing, along with cash equity from Genstar Capital and
rollover equity from the major shareholder will be used to effect
the purchase of Harlan and refinance existing net debt.

List of the new ratings assigned:

   * $15 million U.S. Dollar-Denominated Senior Secured Revolver,
     due 2010, rated B2

   * $15 million euro-Denominated Senior Secured Revolver,
     due 2010, rated B2

   * $160 million First Lien Senior Secured Term Loan, due 2011,    
     rated B2

   * Corporate Family Rating, rated B2

The rating outlook is stable.

The ratings are subject to the closing of the proposed acquisition
and the review of executed documentation.

The credit ratings reflect:

   * Harlan's high leverage with proposed debt almost equivalent
     to the company's annual revenue;

   * low free cash flow relative to debt;

   * competition from larger firms with greater resources; and

   * the risks of having over 60% of sales outside of the    
     United States.

Harlan's dependence on the pharmaceutical and biotechnology
research and development budgets of customers makes the company
susceptible to cyclical fluctuations in research spending and
potential threats from consolidation in the pharmaceutical and
biotechnology industries.  Moody's is also concerned that the
acquisition of smaller companies could limit Harlan's operating
and financial flexibility.

The ratings also reflect some concern that the production and
manufacture of research models runs the risk of potential
contamination, which could tarnish the company's reputation for
contamination-free production, damage existing inventory, lead to
additional costs, and potentially result in lost orders.  The
research models group also must incur expenses to secure and
protect its facilities, particularly in light of potential adverse
publicity from special interest animal groups.

The ratings benefit from these favorable industry trends:

   * a large and growing global research and development market;

   * an increase in the number of trials conducted due to more
     drug compounds under development;

   * more extensive testing per compound due to safety and
     efficacy concerns; and

   * mandatory animal trials prior to running human clinical
     trials.

More important, pharmaceutical companies continue to out-source
pre-clinical and research models to companies such as Harlan and
Charles River Laboratories International (rated Ba1) due to the:

   * lack of excess capacity;

   * increasing costs of drug development and discovery;

   * incentives to reduce the development time of a compound; and

   * limited resources of biotechnology companies to develop drug
     candidates internally.

Additionally, the research models business has attractive
competitive dynamics due to:

   * steady demand;
   * high barriers to entry and switching costs;
   * a limited number of suppliers; and
   * lack of specific substitutes.

The ratings also consider:

   * Harlan's leading market position in the provision of research
     models and services;

   * long-term relationships with leading pharmaceutical;

   * biotechnology and academic institutions; and

   * diversification of the company's sales geographically and
     among numerous clients.

The company benefits from:

   * its global infrastructure of facilities;

   * a solid reputation for maintaining rigorous health standards
     and operating processes; and

   * strong position in the European pre-clinical services market.

The stable outlook reflects Moody's expectation that Harlan will
be able to report double digit revenue growth through increasing
its core research model and services business, expanding its pre-
clinical services offering to the North America market, and
generating cross-selling synergies between the research models
group and the pre-clinical group.  Through implementing several
operating initiatives, including consolidating facilities and
improving labor productivity, the company should be able to expand
operating cash flow and increase margins.  Due to a minimal amount
of capital expenditures needed to maintain the business and
support growth, Harlan is expected to produce free cash flow as a
percentage of adjusted debt of between 2% to 4% over the next two
years.

Since Harlan's credit metrics are weak for its rating category,
any meaningful improvement in operating results and/or financial
flexibility would most likely serve more to strengthen the
company's position in the existing rating category than to place
upward pressure on the ratings.  On the other hand, if there is a
significant deterioration in the level of cash flow, the ratings
could face downward pressure.

Genstar Capital has signed a definitive agreement to acquire 65%
of Harlan from existing shareholders.  To finance the transaction,
Harlan intends to have a $190 million senior secured credit
facility and issue $80 million of mezzanine notes (privately held
and not rated) while the equity sponsor will contribute a
significant amount of common equity; the major existing
shareholder intends to rollover a meaningful amount of common
equity.  The balance of the proceeds will be used to refinance
existing net debt of $79.5 million and pay transaction fees and
expenses.  The senior secured credit facility consists of a $160
million first lien term loan, a $15 million U.S. dollar-
denominated revolver, and a $15 million euro-denominated revolver.
Harlan Sprague Dawley, Inc. is the borrower of the U.S. dollar-
denominated revolver, term loan and mezzanine notes and Harlan
Netherlands B.V. is the borrower of the euro-denominated revolver.

The B2 rating for the credit facility reflects the benefit of a
first lien loan on substantially all domestic tangible and
intangible assets of the U.S. Borrower and its present and future
domestic subsidiaries, in addition to a pledge of 100% of the
stock of Harlan France S.A.R.L. and the Euro Borrower and 65% of
the stock of the remaining first-tier foreign subsidiaries.  The
credit facility will be guaranteed by Holdings and all domestic
subsidiaries of the U.S. Borrower.  The U.S. Borrower's
obligations are also guaranteed by the Euro Borrower.

Despite the support of the mezzanine notes and the contribution of
additional equity, the credit facility is rated at the same level
as the corporate family rating for these reasons:

   1) inadequate recovery and protection under a distressed
      scenario;

   2) no tangible equity;

   3) a predominantly intangible asset base, with goodwill and
      other intangible assets accounting for almost 70% of total
      assets; and

   4) the absence of a lien on the assets of international
      subsidiaries, which account for over 60% of the company's
      revenues and almost 80% of its EBITDA over the last
      twelve months.

Harlan Sprague Dawley Inc. is a global provider of research models
and services and pre-clinical services for drug discovery and
development.  Harlan, founded in 1931, serves over 1,600
customers, including:

   * some of the leading pharmaceutical and biotechnology
     companies,

   * government agencies,

   * medical research institutions, and

   * universities.

The company operates 44 production facilities worldwide with over
2,300 employees.  For the twelve months ended September 30, 2005,
revenues were approximately $266.3 million and adjusted EBITDA was
$41.2 million


IAP WORLDWIDE: Moody's Junks Proposed $225 Million Term Loan
------------------------------------------------------------
Moody's Investors Service assigned ratings to IAP Worldwide
Services, Inc.  IAP is undertaking a proposed dividend
recapitalization and plans to enter into senior secured credit
facilities that include a $100 million first lien revolver,
$350 million first lien term loan, and $225 million second lien
term loan.  Proceeds of the first and second lien term loans are
to be used to:

   * repay $378 million of debt outstanding under the existing
     secured credit facilities;

   * fund a dividend to shareholders of $186 million;

   * pay fees and expenses of $9 million; and

   * fund a premium of $2 million to replace the existing second
     lien loan.

Moody's assigned these ratings:

   * $100 million proposed first lien revolver, maturing 2010,
     rated B1

   * $350 million proposed first lien term loan, due 2012,
     rated B1

   * $225 million proposed second lien term loan due 2013,
     rated Caa1

Moody's withdrew these ratings:

   * $75 million senior secured revolver due 2010, B1 rating
     prospectively withdrawn

   * $255 million first lien term loan, B1 rating prospectively
     withdrawn

   * $105 million second lien term loan, B2 rating prospectively
     withdrawn

Moody's lowered these rating:

   * Corporate Family Rating, lowered from B1 to B2

The rating outlook is stable.

The downgrade of the corporate family rating to B2 from B1
reflects IAP's shift to a more aggressive financial and business
profile.  The proposed debt and decapitalization associated with
the $186 million dividend payment have resulted in pro forma
total debt to last twelve months' EBITDA for the period ended
September 30, 2005 rising to approximately 6.1 times from
approximately 4.3 times at the time of Moody's prior ratings in
July 2005.  Free cash flow to debt is expected to be in the range
of 5% to 7% during the intermediate term, after looking through
the positive impact that the unusually destructive hurricane
season has had on IAP's contingency and disaster relief
operations.

The ratings continue to reflect:

   * IAP's modest free cash flow;

   * significant financial leverage; and

   * the risk associated with significant revenue generation from
     politically unstable regions of the world.

The company also derives substantially all of its revenues from
the US government, and over 25% of revenues from one contract with
the US Air Force (albeit with multiple task orders), and is
therefore subject to potential changes in government spending
policies and programs.

The ratings benefit from IAP's position as a leading provider of
support services to the US government and international entities,
with over $1 billion in revenue and operating margins that are
expected to approximate 7% or better through the intermediate
term.  Fixed price contracts account for about 52% of revenues
year-to-date through October 31, 2005 and generally allow for
greater profitability than either cost-plus contracts (36%), or
time & materials contracts (12%).  IAP's operations have a
significant variable cost component, which should enable the firm
to adjust its cost base in the event of contract cancellations.
IAP's solid win rates on rebid contracts (94.7% since 2001) and
new contracts awarded (55% since March 2005) further support the
ratings.  The current funded backlog amounts to about $1.4
billion.

The stable ratings outlook reflects the expected continued growth
in demand for outsourced services by the federal government and
the belief that IAP is competitively positioned to benefit from
this growth.  Moody's expects IAP to grow revenues within existing
core businesses and to utilize free cash flows to reduce
borrowings under its secured credit facilities.

The ratings or outlook could be negatively impacted if IAP
continues to grow acquisitively and concurrently increases
financial leverage.  Additional negative factors that could affect
the ratings include the absence of leverage reduction during the
intermediate term or negative performance versus expectations due
to the unexpected loss of contracts or the inability to recompete
successfully on existing contracts.

It will likely take several quarters of strong financial
performance and evidence of sustained reduction in financial
leverage before the outlook would change to positive.

The B1 rating on the $100 million proposed first lien revolver and
$350 million proposed first lien term loan reflects the expected
full recovery with some collateral excess in a distressed
scenario.  The expected excess recovery afforded notching of the
first lien facilities above the corporate family rating.  The
addition of more first lien debt for an acquisition or other
purposes would likely put downward pressure on the rating.  The
borrower is IAP Worldwide Services, Inc., and guarantees by each
direct and indirect wholly owned subsidiary of the borrower, with
exceptions for non-US subsidiaries, support the facility.

The first lien facilities are to receive a first priority security
interest in substantially all assets of the borrower and
guarantors, as well as pledges of 100% of the capital stock of
each of the domestic subsidiaries and 65% of the capital stock of
each directly owned foreign subsidiary.  At present, substantially
all of the operating earnings and assets of the company are
guarantor earnings and assets.  Covenants are expected to include:

   * a 75% cash flow sweep;
   * minimum interest coverage;
   * maximum total leverage; and
   * maximum capital expenditures.

Annual term amortization of 1% on the first lien term loan amounts
to over 10% of IAP's expected annual run-rate free cash flow.

The Caa1 rating assigned to the $225 million second lien term loan
reflects the subordination of the loan to the sizable amount of
first lien debt and its potential to incur loss in a distressed
scenario.  The loan benefits from the same guarantees as the first
lien facilities and has a second priority claim on the same
collateral and pledges.  There is to be an intercreditor agreement
governing claims among lenders that will provide for, among other
things:

   * subordination of the security interests of lenders under the
     second lien facility;

   * waivers by the second lien lenders to challenge debtor-in-    
     possession financing; and

   * standstill provisions for the second lien lenders relating to
     the collateral.

The second lien loan is to have a maximum total leverage covenant
that is set wider than the similar covenant on the first lien
facilities.

IAP Worldwide Services, Inc., headquartered in Cape Canaveral,
Florida, is a leading provider of:

   * facilities management,
   * contingency support, and
   * technical services to U.S. military and government agencies.

IAP is owned by:

   * Cerberus Capital Management LP (74%),
   * the original founders of IAP Worldwide (25%), and
   * others (1%).

Cerberus Capital Management acquired its ownership interest in IAP
in May 2004.  IAP's annual pro forma revenue for the twelve months
ended September 30, 2005 amounted to over $1 billion.


IAP WORLDWIDE: S&P Puts Low-B Ratings on Proposed $675 Mil. Loans
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and '2' recovery rating to IAP Worldwide Services Inc.'s
proposed $450 million first-lien credit facility.

Standard & Poor's also assigned its 'B-' bank loan rating and
'5' recovery rating to IAP's proposed $225 million second-lien
term loan.  At the same time, Standard & Poor's affirmed its
'B+' corporate credit rating on IAP and revised the outlook to
negative from stable.

The issues are part of a proposed recapitalization, which the
company is using to finance a dividend to shareholders.  Proceeds
from the issuances will be used to fund roughly $186 million of
dividends and to refinance the company's existing debt
obligations.

Cape Canaveral, Florida-based IAP is a provider of contingency
operations, facilities management, and technical services to the
U.S. military and civilian agencies.  The company will have about
$575 million of pro forma debt after the proposed transaction.

"The outlook revision reflects the increased leverage that will
result from the proposed dividend as well as the company's more
aggressive financial policy," said Standard & Poor's credit
analyst James Siahaan.

The transaction would give the company little room to maintain the
current ratings if profitability declined or if the company's
other strategic and financial decisions led to additional
deterioration in the financial profile.

The company's ratings affirmation reflects:

     * its good operating performance and
     * its strong rebid record on contracts.

The ratings on IAP also reflect:

     * its revenue concentration from a few large
       contracts and

     * its less-predictable nature of contingency operations,
       which contribute most revenues and profits.

These weaknesses are partly mitigated by the low fixed-capital
intensiveness of operations.  The rating also factors in the
slight integration challenges the company will face following its
March 2005 acquisition of Johnson Controls World Services Inc.

The largest company segment is contingency support, which has
provided 63% of 2005 year-to-date revenues.  This segment includes
power generation, emergency disaster relief, air traffic control,
and transport operations in the U.S. and in war theaters overseas.

Facilities management, meanwhile, has contributed 24% of revenues.  
Through this segment, the company maintains U.S. military bases in
the U.S. and overseas.  The technical services segment has
contributed 13% of 2005 revenues.  Most of the company's revenues,
53% year-to-date, were generated in the U.S., though they are also
concentrated in Kuwait and Iraq.

Unrated Cerberus Capital Management L.P., a private investment
firm, owns 74% of IAP, while the original founders own the rest.  
Revenues and margins depend mostly on the size of certain     
high-margin contingency operations.  To a lesser extent, they
depend on the operations and maintenance portion of the overall
U.S. defense budget.  Contingency operations contracts may be of
shorter duration and are less predictable than those of facility
management and technical services operations segments, which are
likely to benefit from the growing trend of outsourcing by
clients.

In all business segments, nevertheless, IAP is likely to benefit
from its strong contract rebid record, which lessens the risk
related to the company's dependence on large contracts.


KAISER ALUMINUM: Court Okays Insurer's Stipulation on Plan Terms
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
November 18, 2005, several insurance companies objected to Kaiser
Aluminum Corporation and its debtor-affiliates' Disclosure
Statement and asked the U.S. Bankruptcy Court for the Southern
District of Indiana to establish certain solicitation and voting
procedures in connection with the confirmation of the Debtors'
Plan of Reorganization.

The Objections asserted, among other things, that the Plan is not
insurance neutral and the transfer of the Debtors' rights under
certain insurance policies violates the terms of the insurance
policies.  The Insurers also indicated that they needed extensive
discovery to adequately prepare their confirmation objections.

Over the past several weeks, the Reorganizing Debtors; the
Official Committee of Asbestos Claimants; Martin J. Murphy, the
legal representative of future asbestos personal injury claimants;
Anne M. Ferazzi, the legal representative for the future silica
claimants; and the Insurers have been negotiating a resolution of
the issues raised by the Insurers' various pleadings.

On Nov. 4, 2005, the parties entered into a stipulation under
which they agreed to certain Plan modifications to address the
Insurers' request for additional clarity.  The Stipulation also
addresses the scope of the Insurers' potential objections and
discovery related to confirmation, the litigation of the
objections, if any, and the collateral effects of confirmation.

The Court approved the Debtors' Stipulation.

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


KEY ENERGY: Debt Payment Prompts S&P to Withdraw Ratings
--------------------------------------------------------
Standard & Poor's Rating Services withdrew its 'B-' corporate
credit rating on Key Energy Services Inc.

At the same time, Standard & Poor's withdrew its ratings on the
company's $275 million 8.375% senior unsecured notes and       
$150 million 6.375% senior unsecured notes.  The ratings are being
withdrawn because all rated debt has been repaid from cash on hand
and proceeds from the company's back-up credit facilities obtained
in August 2005.


LEINER HEALTH: Moody's Confirms $150 Million Notes' Caa1 Rating
---------------------------------------------------------------
Moody's Investors Service raised the short-term rating of
Leiner Health Products Inc. by one notch to SGL-3, following a
liquidity-enhancing amendment to the company's bank credit
agreement.  In addition to these liquidity benefits, the
confirmation of Leiner's long-term ratings recognizes the mostly
equity-financed acquisition of Pharmaceutical Formulations, Inc.,
as well as other potential growth and profit improvements.

However, Leiner's ratings outlook is negative, as the company must
reverse year-to-date profit erosion and cash outflows in order to
hold its ratings, and faces several near and long-term challenges.
The rating action concludes the review for possible downgrade,
which was initiated in August.

These ratings were affected by this action:

   * Corporate family rating, confirmed at B2;

   * $50 million senior secured revolving credit facility
     due 2009, confirmed at B2;

   * $240 million senior secured term loan facility due 2011,
     confirmed at B2;

   * $150 million 11% senior subordinated notes due 2012,
     confirmed at Caa1; and

   * Speculative grade liquidity rating, upgraded to SGL-3    
     from SGL-4.

Leiner recently secured an amendment to its credit agreement,
which loosens financial covenants and provides significant
add-backs for costs related to its joint care investments, the
acquisition and integration of PFI, and restructuring activity.
Concurrent with the amendment, Leiner acquired PFI for around
$23 million, $13 million of which was financed with a cash equity
investment by existing shareholders (as required by the
amendment).  Shareholders have also agreed to invest an additional
$6.5 million in the event that liquidity drops under $20 million.

In addition to these liquidity enhancements, Moody's rating action
recognizes the potential for improved operating performance in the
latter stages of fiscal 2006 and into fiscal 2007.  Underpinning
this view is the sensible and conservatively-financed acquisition
of PFI, which:

   * provides Leiner with scale in private label ibuprofen;
   * strengthens its OTC market position; and
   * diversifies its customer base.  

The ability to leverage PFI's sales across Leiner's supply chain
is one of several sales and profit improvement initiatives the
company has planned.  Others include:

   * continued growth in joint care products (in a more favorable
     price and cost environment);

   * product and customer expansions; and

   * cost reductions.

Further, Moody's notes that Leiner could see substantial year-
over-year improvements as it anniversaries the weak first half
2006 operating results, which included:

   * the impacts of adverse Vitamin E reports;

   * retailer inventory reductions; and

   * large reserves related to branded product returns that
     management does not expect to recur.

Leiner's ratings continue to be supported by its strong
relationships with growing retailers and by the long-term growth
prospects for nutritional supplements, owing to favorable
demographic and acceptance/awareness trends.

Notwithstanding these strengths, the negative outlook recognizes
that Leiner's unadjusted September 2005 LTM credit metrics
(with debt-to-EBITDA around 6.9x) are weakly-positioned in the
B2 category, and that the company must reverse declining profit
trends and turn cash flow positive in order to maintain its
current rating levels.  In this regard, Moody's notes the
significant near-term and longer-term challenges the company's
faces, including:

   1) a cautious retail purchasing environment;

   2) limited pricing power owing to its concentrated customer
      base, well-resourced competition, and non-branded
      product line;

   3) exposure to raw material and energy price swings;

   4) integrating PFI and realizing anticipated sales and profit
      levels, especially given the difficulties of its recent
      bankruptcy; and

   5) exposure to industry fads, product liability, and adverse       
      publicity risks (heightened by sales concentration in
      certain product categories).

In order to avoid a ratings downgrade, Leiner must stabilize
year-over-year profits in the latter part of fiscal 2006 and
significantly improve earnings in early fiscal 2007, such that
debt-to-EBITDA falls under 6.0x, positive cash flow is generated,
and borrowing access is maintained.  Although there is limited
upward rating potential over the next year, the ratings outlook
could be stabilized if these measures are sustained.

Leiner Health Products, Inc., headquartered in Carson, California,
is:

   * a manufacturer of:

     -- store brand vitamins,
     -- minerals, and
     -- nutritional supplements; and

   * is a supplier of store brand OTC pharmaceuticals.

It also provides contract manufacturing services to consumer
products and pharmaceutical companies.  Revenues for the 12-month
period ended September 2005 were approximately $678 million.


M/I HOMES: Exercises Option to Increase Credit Facility to $725M
----------------------------------------------------------------
M/I Homes, Inc. (NYSE: MHO) increased its bank credit facility to
$725 million from $600 million, exercising an accordion feature
included within its existing credit agreement.  The facility, led
by J.P. Morgan Securities, Inc., matures in 2008.

Robert H. Schottenstein, Chief Executive Officer and President,
commented, "We appreciate the support of our banking partners.  
Their commitment to and confidence in our Company has been an
important factor in our success."

M/I Homes, Inc., is one of the nation's leading builders of
single-family homes, having sold more than 65,000 homes.  The
Company's homes are marketed and sold under the trade names M/I
Homes, Showcase Homes and Shamrock Homes.  The Company has
homebuilding operations in Columbus and Cincinnati, Ohio;
Indianapolis, Indiana; Tampa, Orlando and West Palm Beach,
Florida; Charlotte and Raleigh, North Carolina; Delaware; and the
Virginia and Maryland suburbs of Washington, D.C.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 12, 2005,
Fitch Ratings affirms M/I Homes, Inc.'s (NYSE: MHO) 'BB' senior
unsecured debt and unsecured bank credit facility rating.  This
rating applies to approximately $200 million in outstanding senior
notes.  The Rating Outlook is Stable.

The ratings reflect M/I Homes' sound financial structure,
relatively solid coverage ratios and steady operating performance
consistent with the current point in the housing cycle and the
company's exposure to the Midwest.  M/I Homes' estimated 2005
FFO/interest incurred ratio of 10.7 times (x), EBITDA interest
coverage ratio of 10.3x, and current debt-to-capital ratio of
45.5% are considered very reasonable for the rating and provide
financial flexibility in the event of an economic downturn. The
rating incorporates the potential for leverage to rise somewhat
from current levels.


MAGRUDER COLOR: Can Employ San Filippo as Financial Advisors
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Magruder Color Company, Inc., and its debtor-affiliates permission
to employ San Filippo & Associates as their financial advisors.

San Filippo will:

   a) act as the primary contact for all suitors interested
      in acquiring the Debtors' assets and analyze and make
      recommendations to the Debtors with respect to any offers
      from those suitors;

   b) provide financial analysis related to proposed asset
      sales and review all financial information prepared by the
      Debtors, including financial statements showing in detail
      all assets and liabilities;

   c) monitor the Debtors' activities regarding cash
      expenditures, receivables collection, asset sales and
      projected cash requirements;

   d) provide financial analysis for any business plans, cash
      flows, asset sales or plans of reorganization and
      accompanying disclosure statements;

   e) provide assistance in communications with the
      Court and the U.S. Trustee, including
      preparation of analysis and reports as may be
      required by parties-in-interest;

   f) review the Debtors' periodic operating and cash
      flow statements and provide expert testimony regarding
      work performed as may be requested;

   g) review the Debtors' books and records for various
      transactions, including related party transactions,
      potential preferences, fraudulent conveyances and
      other potential prepetition investigations;

   h) provide all other financial advisory and consulting
      services as may be requested by the Debtors or their
      counsel to facilitate their chapter 11 cases.

Steven A. San Filippo, a Director at San Filippo, disclosed that
the Firm received a $90,000 retainer.  Mr. Filippo will charge
$400 per hour for his services.

Mr. Filippo disclosed that in the event of any consummated sale of
assets or stock during San Filippo's engagement by the Debtors,
the Firm will be paid with a Transaction Fee equal to 1% of the
aggregate value of the assets sold and liabilities assumed by the
buyer for those assets.

Mr. Filippo reported San Filippo's professionals bill:

             Designation      Hourly Rate
             -----------      -----------
             Associates       $100 - $250
             Analysts          $75 - $150

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

Headquartered in Elizabeth, New Jersey, Magruder Color Company --
http://www.magruder.com/-- and its affiliates manufacture basic  
pigment and also supply quality products to the ink, paint, and
plastics industries.  The Company and its debtor-affiliates filed
for chapter 11 protection on June 2, 2005 (Bankr. D.N.J. Case No.
05-28342).  Bruce D. Buechler, Esq., at Lowenstein Sandler PC
represent the Debtors in their restructuring efforts.  When the
Debtors filed protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


MAJESTIC STAR: S&P Raises Low-B Ratings on $370 Million Debts
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on The
Majestic Star Casino LLC's existing $80 million first-lien
bank loan to 'BB' from 'BB-' and assigned a recovery rating of
'1', reflecting a high expectation of full recovery of principal
by lenders in the event of payment default or bankruptcy.

In addition, Standard & Poor's raised its rating on the company's
$290 million 9.5% senior secured notes due 2010 to 'BB-' from 'B'
and also assigned a recovery rating of '1'.  These notes
incorporate a $30 million add-on offering that will be included in
the proposed financing.

Standard & Poor's also assigned its 'B-' rating to the proposed
$200 million senior unsecured notes due 2011 to be issued by
Majestic and its subsidiary, Majestic Star Casino Capital Corp.

At the same time, Standard & Poor's assigned its 'B-' rating to
the proposed $55 million senior unsecured discount notes due 2011
to be issued by Majestic Holdco, LLC and its subsidiary Majestic
Star Holdco, LLC, which is the parent of Majestic.

In addition, Standard & Poor's affirmed its 'B+' corporate credit
rating on the Las Vegas, Nevada-based casino owner and operator.  
All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 4, 2005.  The outlook
is negative.  About $584 million in debt was outstanding as of
Sept. 30, 2005, pro forma for the transaction.

Proceeds from the proposed note offerings, including the proposed
$30 million add-on, will be used to finance the acquisition of
Trump Indiana Inc., which owns and operates a riverboat casino and
hotel at Buffington Harbor in Gary, Indiana, from Trump
Entertainment Resorts Holdings L.P. (B/Stable/--) for          
$253 million, and to pay related transaction fees and expenses.

The affirmation of the corporate credit rating reflects our
expectation that the acquisition of the Trump Indiana riverboat
will be accomplished in a manner that will allow credit measures
to remain in line with the current ratings once synergies are
realized and factoring in some anticipated debt repayment during
the intermediate term.  The Majestic Star riverboat and the Trump
Indiana riverboat share amenities and infrastructure, and
meaningful overlapping costs exist.


MERIDIAN AUTOMOTIVE: Lenders Want Committee's Lawsuit Dismissed
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 9, 2005, the Official Committee of Unsecured Creditors, on
Meridian Automotive Systems, Inc., and its debtor-affiliates'
behalf, wants to avoid certain liens and claims of the first lien
lenders and second lien lenders.

            Lender-Defendants Want Complaint Dismissed

In separate filings with the U.S. Bankruptcy Court for the
District of Delaware, these 26 Lender-Defendants object to the
Complaint filed by the Official Committee of Unsecured Creditors:

     (1) Bank of America, N.A.,
     (2) Barclays Bank PLC,
     (3) Bear Sterns Asset Management, Inc.,
     (4) Bear Sterns Investment Products, Inc.,
     (5) Citibank International PLC,
     (6) Citigroup Financial Products, Inc.,
     (7) Credit Suisse, Cayman Islands Branch,
     (8) Davidson Kempner Partners,
     (9) DK Acquisition Partners, LP,
    (10) Fernwood Associates LLC,
    (11) Fernwood Foundation Fund LLC,
    (12) Fernwood Restructurings, Ltd.,
    (13) Goldman Sachs Credit Partners L.P.,
    (14) Goldman Sachs Asset Management L.P.,
    (15) Goldman Sachs Credit Partners L.P.,
    (16) Intermarket Management Corp.,
    (17) Lehman Commercial Paper, Inc.,
    (18) Satellite Senior Income Fund, LLC,
    (19) Satellite Asset Management, L.P.,
    (20) Stanfield Capital Partners LLC,
    (21) Stanfield Modena CLO Ltd.,
    (22) Stanfield Transatlantic CDO, Ltd.,
    (23) Stonehill Capital Management LLC,
    (24) Stonehill Institutional Partners, L.P.,
    (25) Windward Capital L.P.,and
    (26) XL Re Ltd.

The 26 Lender-Defendants assert that:

    (a) The Complaint fails to state a claim on which relief can
        be granted;

    (b) They are not proper parties to the adversary proceeding
        because they are not the holders of the security interests
        and guarantees at issue;

    (c) The Committee is barred from recovery, in whole or in
        part, because:

        -- the Lender-Defendants are not bound by the unauthorized
           acts of the Debtors' agent;

        -- the secured party of record did not authorize the
           purported First Lien Termination Statement;

        -- as of the date the purported Preferential Composites
           Financing Statement was filed, the obligations under
           the First Lien Facility were fully secured by properly
           perfected security interests in assets of the Debtors
           other than those subject to the purported Preferential
           Composites Financing Statement; and

        -- as of the date the purported Preferential Composites
           Financing Statement was filed, the obligations under
           the Second Lien Facility were fully secured by properly
           perfected security interests in assets of the Debtors
           other than those subject to the purported Preferential
           Composites Financing Statement.

        Therefore, the First Lien Financing Statement was and
        still is fully and properly perfected and effective;

    (d) Any otherwise avoidable transfers to the Lender-
        Defendants:

        -- constituted payment of a debt incurred in the ordinary
           course of business or financial affairs of the Debtors
           and the Lender-Defendants;

        -- were made in the ordinary course of business or
           financial affairs of the Debtors and the Lender-
           Defendants; and

        -- were made according to ordinary business terms;

    (e) The Complaint fails to state a claim to avoid the
        purported Preferential Composites Financing Statement
        under Section 547 of the Bankruptcy Code because, among
        other defects, the purported Preferential Composites
        Financing Statement;

        -- was not a transfer of the Debtors' property;

        -- was not made while the Debtors were insolvent; and

        -- did not enable its recipient to receive more than it
           would have received under Chapter 7 of the Bankruptcy
           Code absent the filing;

    (f) The Committee's claims for relief are barred as against
        the Lender-Defendants by the equitable doctrines of
        unclean hands, estoppel, waiver, laches and in pari
        delicto;

    (g) The Complaint must be dismissed because the relief it
        seeks is moot;

    (h) They are not proper parties to the action because they do
        not hold or assert any security interest, lien or claim
        with respect to any assets of the Debtors in connection
        with the First Lien Facility or the Second Lien Facility;

    (i) The Committee should be required to make a more definite
        statement insofar as the Complaint purports to make
        allegations against the Lender-Defendants;

    (j) The Complaint should be dismissed for insufficiency of
        process;

    (k) The Complaint should be dismissed for insufficiency of
        service of process; and

    (l) The Committee's claims are barred since a "Challenge," as
        defined in the Final DIP Order, was not promptly served.

Therefore, the Lender-Defendants ask the Court to:

    (1) dismiss, with prejudice, Count I of the Complaint, which
        challenges the perfection of the First Liens on Meridian
        Composite's assets; and

    (2) enlarge their deadline to respond to Count II through
        Count XII of the Complaint until 10 days after the entry
        of a Court order granting the Lender-Defendants' request.

The Lender-Defendants maintain that:

    * dismissal of Count I of the Complaint is warranted under
      Rule 12(b)(6) of the Federal Rules of Civil Procedure
      because the Committee failed to state a claim on which the
      Committee can obtain a recovery;

    * priority of avoided liens is not enhanced by preservation
      under Section 551 of the Bankruptcy Code;

    * even if the Committee prevails on preference claim, liens on
      the assets of Meridian Automotive Systems -- Composites
      Operations, Inc., that are preserved for the benefit of the
      Debtors' Chapter 11 estates, and which the Committee is
      deemed to hold, are junior in priority to Second Liens; and

    * under the Intercreditor Agreement, the First Lien Lenders
      are deemed to have a senior interest in Meridian Composites'
      Collateral over the Second Lien Lenders.

             Credit Suisse Objects to Scheduling Order

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, relates that on Nov. 11, 2005, the Committee
circulated a scheduling order purporting to require the
designation of certain defense "liaison counsel," and to
establish various deadlines in the Adversary Proceeding.

Mr. Stratton informs the Court that the Scheduling Order
"contemplate and necessitate that the parties litigate the myriad
issues raised by the Complaint, some of which are extremely fact-
and expert-intensive, on a time schedule that will result in
substantial fees and expenses being incurred by all parties to
the great detriment of the estate and the Second Lien Lenders."

Therefore, Credit Suisse opposes the use of the Debtors' estates'
resources to finance the litigation of the Adversary Proceeding
on the ground that the issues raised should be deferred until
later in the Debtors' Chapter 11 cases.

Credit Suisse wants the litigation postponed until after the
Debtors produce the "Reorganization Plan term sheet," which is
required to be submitted to the Lenders by December 15, 2005, to
automatically extend the maturity date of the DIP Facility under
the terms of the Final Revolving and Credit Guarantee Agreement.
This way, the parties will be in a much better position to
address whether any of the fees and costs attendant to litigating
the Adversary Proceeding are justified, Mr. Stratton says.

Accordingly, Credit Suisse asks the Court to adjourn
consideration of the Scheduling Order and any contested requests
or other matters which would require the expenditure of
substantial time and resources in the Adversary Proceeding until
after a further Status Conference with the Court to be scheduled
on the first omnibus hearing date in 2006, after the parties have
had an opportunity to review and discuss the Plan Term Sheet and
its effects on the Adversary Proceeding.

                     Stipulations of Dismissal

ABN AMRO Bank contends that it is not a proper party to the
Avoidance Action on account of it having sold its participation
in the First Lien Facility and that the alleged entity identified
in the Complaint as "ABN Amro" is not a legal entity.  ABN AMRO
Bank asks the Committee to voluntarily dismiss ABN AMRO Bank from
the Avoidance Action.

ABN AMRO Bank further represents that it is not a party to, or a
lender in connection with the Second Lien Credit Agreement, and
that it does not hold or assert any security interest, lien or
claim with respect to any assets of the Debtors in connection
with the First Lien Facility and the Second Lien Facility.

In a stipulation, the Committee agrees to dismiss without
prejudice ABN AMRO Bank from the Avoidance Action, subject to
these conditions:

    (i) In the event that ABN AMRO Bank's representations are
        false, the Agreement will be deemed null and void ab
        initio;

   (ii) In the event the Agreement is avoided, the Committee will
        be entitled to take whatever action that is necessary to
        reinstate the Avoidance Action with respect to ABN AMRO
        Bank as soon as reasonably practical;

  (iii) In the event the Committee reinstates the Avoidance
        Action, then ABN AMRO Bank agrees to accept service of
        process and will respond to the Complaint within 30
        calendar days from the date of service of the Complaint;
        and

   (iv) In the event that Plaintiff reinstates the Avoidance
        Action as to the claims and causes of action pleaded in
        the Complaint, ABN AMRO Bank waives any defense based on
        any limitations period based in law or equity, including,
        but not limited to, any applicable statute of limitation,
        claim of laches, or the Final DIP Order that would be
        available to ABN AMRO Bank by reason of its prior
        dismissal from the Avoidance Action pursuant to the
        Agreement.

In a separate stipulation, the Committee has also agreed to
dismiss CSFB International Trading LLC from the Avoidance Action.

CSFB International represents that it is not a party to, or a
lender in connection with the First Lien Credit Agreement or the
Second Lien Credit Agreement.  CSFB International attests that it
does not hold or assert any security interest, lien or claim with
respect to any assets of the Debtors in connection with the First
Lien Facility and the Second Lien Facility.

The Committee's voluntary dismissal is subject to these
conditions:

    (i) In the event that any of CSFB International's
        representation is untrue or incorrect, CSFB International
        will be deemed to have breached the Agreement, and the
        Agreement will be deemed null and void ab initio;

   (ii) In the event the Agreement is breached, the Committee will
        be entitled to take whatever action that is necessary to
        reinstate the Avoidance Action with respect to CSFB
        International as soon as reasonably practical;

  (iii) In the event the Committee reinstates the Avoidance
        Action, CSFB International agrees to:

        -- accept service of process;

        -- file an answer to the Complaint within 20 calendar days
           of its service;

        -- waive any defense based on any limitations period based
           in law or equity, including, but not limited to, any
           applicable statute of limitation, claim of laches, or
           the Final DIP Order, provided however that CSFB
           International does not waive any defense that currently
           exists; and

        -- waive any claim of prejudice resulting from CSFB
           International's absence from the Avoidance Action, and
           all decisions, opinions, determinations and Court
           orders in the Avoidance Action will be deemed to apply
           to the Committee and CSFB International, as if it was a
           party to the Avoidance Action ab initio.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants to Modify Retire Benefits Plan
---------------------------------------------------------
Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, relates that Meridian Automotive
Systems, Inc., and its debtor-affiliates currently employ 5,300
active employees -- of whom about 3,200 are either management or
non-union hourly employees -- at 22 facilities in the United
States.

The Debtors also maintain retiree medical benefit plans for
management and non-union hourly employees at their Grand Rapids,
Michigan, operations, which comprise four of the 22 U.S.
facilities operated by the Debtors.  At the Grand Rapids
facilities, only 147 of the 1,050 total salaried and non-union
hourly employees are currently eligible to receive retiree
medical benefits upon retirement, Mr. Kosmowski reports.  The
vast majority of the Debtors' employees both at Grand Rapids and
nationwide are not entitled to special benefits.

The Meridian Automotive Systems, Inc., Welfare Benefits Plan for
the Grand Rapids Operations Retiree Associates, which established
retiree medical benefits at the Debtors' Grand Rapids operations,
expressly allows Meridian in its sole discretion to amend,
modify, suspend, withdraw or terminate their Retiree Benefits
Plan in whole or in part, at any time, retroactively or
otherwise, for active Associates or retirees, Mr. Kosmowski
informs the Court.  "The Debtors, prior to seeking bankruptcy
protection, repeatedly exercised this right to amend the Retiree
Benefits Plan at Grand Rapids, and in fact before the initiation
of these bankruptcy proceedings twice modified the eligibility
requirements of the Plan to place most current Grand Rapids
employees on the same footing as most other employees at the
Debtors' other locations, by completely eliminating their
eligibility for retiree medical benefits."

Since 2001, the Debtors' expenses for providing health care
coverage, Mr. Kosmowski says, have increased by 45%.  The Debtors
have maintained and continue to desire to maintain competitive
health care coverage for their active employees.  However, the
Debtors' current financial condition, coupled with skyrocketing
health care costs, now require that the Debtors address a costly
retiree benefit that is afforded to only a small and select
portion of its non-unionized workforce by modifying the Plan
again, to streamline the Plan and reduce the Debtors' costs.

Meridian Automotive Systems, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to modify their Retiree Benefits Plan to streamline the
Plan structure and allow certain carefully tailored costs savings
that balance the needs of the few employees and retirees receiving
special benefits under the Retiree Benefits Plan and the long-term
financial needs of the Debtors, upon which all of the Debtors'
employees and creditors depend.

The Debtors specifically seek to:

    * modify the monthly premium rate structure to establish a new
      2006 baseline for cost sharing between the retirees and the
      Company.  Retirees would pay premiums equivalent to
      approximately 30% of the Company's total 2006 cost per
      retiree, an increase from the current average of 20% per
      retiree, but equivalent to the 30% that active employees pay
      for their healthcare coverage;

    * cap the total expenditures so that after 2006, any
      additional cost increases would be passed on to retirees
      through increased monthly premiums.  The current plan
      provides for a 5% cap on annual increases in the Company's
      total expenditures;

    * eliminate and merge into one benefit tier, for employees
      under the age of 55 as of December 1, 1998, the Debtors'
      current five categories of retiree benefits, which are each
      dependent on dates of service and retirement date.  With
      costs shared 70%/30% between the Debtors and retirees for
      2006, most categories of retirees will see their
      contribution percentage reduced by as much as 50%, for those
      eligible employees with 15 to 19 years of service;

    * eliminate, for employees under the age of 55 as of
      December 1, 1998, an option currently available that allows
      retirees with less than 25 years of service to participate
      in the Plan as of age 60 while paying 100% of the cost until
      the Debtors' contributions become available at age 65.
      Employees retiring with at least 25 years of service would
      remain eligible, as under the current Plan, to participate
      in the Plan with full benefits as of age 60;

    * establish coverage for non-Medicare eligible employees under
      a single Blue Cross PPO plan, rather than the current choice
      of three, while adding optional vision and hearing coverage
      at the employee's expense; and

    * eliminate prescription drug coverage for Medical-eligible
      employees in coordination with allowing eligible employees
      to elect Medicare Part D coverage, and again, add optional
      vision and hearing coverage at the employee's expense.

Deductibles, co-pays and co-insurance for Plan participants would
increase somewhat, reflecting increased medical costs, although
the Plan would still provide comprehensive coverage with the same
maximum benefit levels as before, Mr. Kosmowski maintains.

The Debtors have determined that the proposed modifications
strike an important balance between preservation of a narrow
benefit that is available to a small fraction of their workforce
and the Debtors' financial well being.  Mr. Kosmowski reports
that only about 4% of the Debtors' 3,200 active management and
hourly non-union employees in the U.S. are eligible for the
special coverage.

Although the number of affected employees and retirees is small,
the changes would reduce the Debtors' balance sheet liability by
$5,800,000, their annual expense by $791,000, and their annual
retiree health cash benefit payments by an estimated $438,000,
Mr. Kosmowski explains.  "Failure to modify the Retiree Benefits
Plan . . . would further strain [the] Debtors' already limited
resources, a particularly unwarranted outcome since [they] could
instead reasonably exercise their unilateral right to simply
terminate the Plan."

                   Inapplicability of Section 1114

Section 1114 of the Bankruptcy Code generally prevents a debtor
from modifying or discontinuing vested retiree benefits without
first complying with specified procedures.

Mr. Kosmowski asserts that Section 1114 has no bearing on the
proposed modification because the Retiree benefits Plan
unambiguously provides that the Debtors may terminate or modify
the Plan at any time.

"As a matter of law, neither the Bankruptcy Code nor Section 1114
provides any greater protection for retirees' benefits than the
pertinent plan documents themselves provide," Mr. Kosmowski
maintains.  "Thus, if a debtor is entitled to terminate retirees'
benefits according to the terms of the applicable plan or program
prior to filing bankruptcy, that debtor retains the same power of
termination when serving as a debtor-in-possession."

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Court Okays PCA as Panel's Brazilian Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Unsecured Creditors of Meridian Automotive
Systems-Composites Operations and its debtor-affiliates authority
to retain Peixoto e Cury Advogados as its special Brazilian
counsel, effective as of Aug. 30, 2005.

As previously reported in the Troubled Company Reporter on Nov. 8,
2005, the Committee needs PCA to prosecute an adversary proceeding
filed by the Committee for the avoidance of liens and claims and
related declaratory relief against certain of the Debtors'
prepetition lenders.

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

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

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

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MARKWEST ENERGY: Moody's Rates Proposed $615 Mil. Facilities at B1
------------------------------------------------------------------
Moody's Investors Service assigned a B1 Senior Secured rating to
MarkWest Energy Operating Company, L.L.C.'s (OLP) proposed $615
million Senior Secured Credit Facilities.  MarkWest Energy
Operating Company is a wholly owned operating subsidiary of
MarkWest Energy Partners, L.P.  These facilities are expected to
close no later than January 31, 2006.  At the same time, Moody's
affirmed MarkWest's B1 Corporate Family Rating and lowered the
ratings of MarkWest's senior unsecured notes to B2 from B1.  The
outlook was changed to stable from positive.

MarkWest purchased the Javelina gas processing and fractionation
facility in Corpus Christi for $355 million plus working capital
on November 1.  MWE funded this acquisition with $74 million of
private equity and new one-year $500 million credit facilities,
consisting of a $400 million term loan (subsequently reduced to
$376 million) and a $100 million revolver (with approximately
$21 million drawn).

MWE expects to refinance these facilities with a combination of
equity and unsecured notes, which it expects to complete by the
second quarter 2006.  However, in order to mitigate the risk of
the one-year bridge loan, MarkWest is planning new credit
facilities.  The new five-year $615 million senior secured credit
facilities are expected to consist of a $250 million revolving
credit facility and a $365 million term loan.  These new
facilities will provide longer term financing until its planned
permanent financing takes place next year.

Since Moody's first rated MarkWest in October 2004, the company
has completed two major acquisitions:

   * a 50% non-operating membership interest in Starfish Pipeline
     Company in March for $42 million cash; and

   * the Javelina assets in November.

These acquisitions, along with the company's capital spending,
have increased MWE's assets from $529 million at year-end 2004 to
about $1 billion currently.  EBITDA has increased from about
$65 million to over $100 million, pro forma for the Starfish and
Javelina assets.  EBITDA is expected to continue growing in 2006
reflecting the East Texas gas plant expansion coming on line in
January and other organic projects.

MWE is more diversified, particularly with Javelina, and its
proportion of fee-based gross margin, including its commodity
price hedging, is about 62%.  However, MWE's debt/EBITDA
(unadjusted) has increased substantially from about 3.5x in 2004
to 4.8x LTM 9/30, reflecting the debt-financed Starfish
acquisition.  Currently, MWE's leverage is about 5.7x, considering
the additional debt from the Javelina acquisition, offset by the
$74 million private equity issuance and pro forma for Javelina's
cash flow.

MarkWest's B1 corporate family rating reflects its increased
size and scale, and its improved diversification, offset by its
higher leverage.  The senior unsecured notes are notched to B2,
reflecting the significant proportion of secured debt in the
capital structure.  Secured bank debt currently accounts for
63% of MWE's total debt while the $225 million notes are only
37%.  The stable outlook reflects Moody's expectation that the
company will execute its permanent financing plan by the second
quarter 2006.

Moody's expects that MarkWest will issue sufficient public equity
such that its debt to capitalization will be below its targeted
level of 50%.  Assuming this occurs, debt/EBITDA will drop to
about 4.0x using pro forma 2005 cash flow and will trend toward
3.5x as 2006 run-rate EBITDA grows.

MarkWest's rating outlook could be changed to positive if it
completes its permanent financing plans, implying a successful
2005 audit and reduced leverage to below 4x, as well as completing
its East Texas plant expansion and successfully integrating the
Javelina system assets.  Conversely, continued high leverage, poor
acquisition integration or issues with its 2005 audit and year-end
statements would likely lead to a negative outlook.  Moody's will
reconsider the notching of MarkWest's senior unsecured notes once
the company completes its permanent financing plans.  Notching
will depend on the amount of senior secured debt in MarkWest's
capital structure and the company's stated intentions regarding
issuing equity to finance acquisitions and the use of secured
versus unsecured debt in its capital structure.

MarkWest's speculative grade liquidity rating remains SGL-3,
indicating our expectation of adequate liquidity for the 12 months
ending December 31, 2006.  The SGL-3 rating reflects Moody's
expectation that the company will fund its maintenance capital
expenditure program and distributions from operating cash flow;
however acquisitions or expansion capex would likely require
external funding.  Once MWE completes its contemplated bank
financing, it should have virtually all of the $250 million
revolving credit facility available, which will provide an
additional source of liquidity.

The covenant levels for the new facilities have not been
finalized; however, Moody's believes that covenant compliance
under the proposed facilities is likely and will be maintained.
The rating is restrained by weak sources of alternate liquidity
since substantially all of MWE's assets are encumbered by the
credit facilities.

MarkWest Energy Partners, L.P., headquartered in Denver, Colorado,
is a midstream natural gas master limited partnership.


METROMEDIA FIBER: Court Delays Entry of Final Decree to Jan. 16
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
delayed entry of a final decree formally closing AboveNet, Inc.,
fka Metromedia Fiber Network, Inc., and its debtor-affiliates'
chapter 11 cases until Jan. 16, 2006.

The Court confirmed the Debtors' Second Amended Plan of
Reorganization on Aug. 21, 2003, and the Plan took effect on
Sept. 8, 2003.

The Reorganized Debtors gave the Court four reasons supporting the
delay:

   1) while the claims administration process is largely
      complete, there are still certain disputed claims that have
      not been resolved or litigated;

   2) there are several other case issues that will need to be
      resolved before the entry of a final decree, including
      their prosecution of certain further claims objections
      where the objection deadline has been previously extended
      by order of the Court, including proofs of claim filed by
      the Securities and Exchange Commission and the County of
      Santa Clara;

   3) there are certain remaining estate litigations that need to
      be prosecuted, including potential claims objections
      currently subject to objection deadline extensions with
      various counter-parties and litigation of various causes of
      action; and

   4) it is in the best interests of the Reorganized Debtors and
      their creditors and it will give them more time and
      opportunity to distribute the assets of the estates only to
      those actual creditors and in amounts that are appropriate.

Headquartered in White Plains, New York, Metromedia Fiber Network,
Inc., n/k/a AboveNet Inc., builds urban fiber-optic networks and
supplies fiber to all types of telecom carriers as well as to
other businesses.  The Company and most of its domestic
subsidiaries filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 02-22736) on May 20, 2002.  Lawrence C. Gottlieb, Esq., at
Kronish Lieb Weiner & Hellman, LLP represents the Reorganized
Debtors.  When Metromedia filed for protection from its creditors,
it listed $7,024,208,000 in total assets and $4,262,000,000
in total debts.  Metromedia Fiber emerged from chapter 11 on
Sept. 8, 2003, and changed its name to AboveNet Inc.


MIRANT CORP: Reorganized Profile Earns S&P's B+ Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp.  The
outlook is stable.  The rating reflects the credit profile of
Mirant, based on the structure the company expects to have on
emergence from bankruptcy at or around year-end 2005.

Mirant entered into bankruptcy in July 2003.  The U.S. Bankruptcy
Court and nearly all of Mirant's creditors have approved the
reorganization plan.  Mirant has interests in 14,227 MW of largely
merchant power assets in the U.S., 2,306 MW of contracted power
generation assets in the Philippines, and 1,039 MW of largely
contracted generation in Trinidad and regulated electricity supply
operations in Jamaica, Curacao, and Grand Bahamas.

Atlanta, Georgia-based Mirant will have about $3.4 billion in
recourse debt at emergence, a figure that does not include an  
$800 million revolver and $973 million in lease debt obligations.

Mirant and its subsidiaries are rated on a consolidated basis.  
However, subsidiaries with nonrecourse debt are viewed as    
stand-alone subsidiaries, and are analyzed based on their
distributable cash flow to Mirant.

"The stable outlook on Mirant is supported by forecast financial
performance based on conservative assumptions of power market
prices, expected strong cash flow generation over the next year or
so, due to high natural gas prices that support attractive
operating margins from coal-fired generation assets, and a lack of
near-term maturities," said Standard & Poor's credit analyst Terry
A. Pratt.  The rating remains under some pressure from outstanding
litigation, and the outlook could be changed to negative or the
rating lowered, if Mirant incurs claims that negatively affect
liquidity or that result in the interruption of cash flows from
the Mid-Atlantic assets.

"An improvement in the ratings, which is unlikely, would require
improved financial performance, debt reduction, and resolution of
residual bankruptcy-related claims," he continued.


MMI PRODUCTS: Refinancing Concerns Spur S&P's Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Houston,
Texas-based MMI Products Inc. to negative from stable and affirmed
its ratings on the company, including its 'B-' corporate credit
rating.

"The outlook revision reflects our concern about MMI's ability to
refinance its current debt and the potential event of default
under the revolving credit facility if MMI does not refinance the
$200 million of senior subordinated notes on or before         
Dec. 15, 2006," said Standard & Poor's credit analyst Lisa Wright.

The company has a highly leveraged capital structure.

"If MMI does not have a plan in place to refinance its notes by
the end of June 2006, the corporate credit rating will be lowered
to 'CCC+' and the outlook would be negative, Ms. Wright said.  
"The outlook could be revised to stable or positive if MMI
refinances its notes and improves its earnings performance in 2006
from 2005 levels and remains free cash flow positive.  MMI's
earnings are expected to improve in 2006 supported by commercial
construction and infrastructure demand."

MMI's end markets -- especially commercial and residential
construction -- are cyclical, and its costs are volatile.  In
2005, demand for concrete products continues to improve gradually
as commercial construction activity slowly picks up from low
levels.  However, through the third quarter of 2005, higher-cost
steel inventory and weak demand for the company's fence products
negatively affected earnings.

Over the medium term, earnings are expected to improve because of
gradual growth in demand for the company's concrete construction
along with growth in commercial construction.  Infrastructure
demand also drives MMI's sales and should improve now that   
large-project funding is more certain following the passage of the
federal highway bill.  However, markets remain competitive,
leaving MMI vulnerable to pricing pressure and market-share
losses.


MORTON'S RESTAURANT: $150 Mil. IPO Prompts S&P to Review B- Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B-' corporate credit rating, on Hyde Park, New York-based
Morton's Restaurant Group Inc. on CreditWatch with positive
implications.  The rating action follows the company's
announcement that it plans a $150 million initial public offering.

"Given that the company's outstanding debt is currently        
$141 million," said Standard & Poor's credit analyst Robert
Lichtenstein, "leverage could significantly improve with the
successful completion of the offering."

Standard & Poor's will monitor the company's plans with respect to
the use of proceeds from offering.


MTR GAMING: Moody's Reviews $130 Million Unsec. Notes' B2 Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of MTR Gaming Group,
Inc., on review for possible downgrade following the announcement
that it has a received an offer to be acquired by a newly formed
management-led entity, TBR Acquisition Group, LLC, for $9.50 per
share, or close to $260 million.

These ratings were placed on review for possible downgrade:

   * $130 million senior unsecured notes due 2010 -- B2; and
   * Corporate family rating -- B1.

Although no specific financing plans for the proposed buyout are
available at this time, and the company has not yet responded to
the proposal, the review for possible downgrade acknowledges
the possibility that the proposed buyout could be accepted
and financed with additional debt.  MTR currently has about
$130 million of debt outstanding, which values the buyout proposal
at about 7.5 times.  Separately, MTR's existing senior unsecured
notes include a change of control provision where note holders
have the right to require the company to purchase the notes at
101% of principal plus accrued and unpaid interest.

Moody's review, assuming a definitive agreement with respect to
the current buyout proposal is reached, will focus on the method
of financing as well as future operating and development plans.

TBR is controlled by Edson Arnealt and Robert Blatt, MTR's Chief
Executive Officer and Executive Vice President, respectively, both
of whom are also directors of MTR.  The Board of Directors of MTR
has established a special committee of four independent directors
to act on behalf of MTR with respect to outside offers for the
company.  The offer is subject to customary approvals and consents
as well as TBR obtaining financing for the transaction.

MTR Gaming Group, Inc. owns and operates:

   -- Mountaineer Racetrack & Gaming Resort in
      Chester, West Virginia;

   -- Scioto Downs in Columbus, Ohio;

   -- the Ramada Inn and Speedway Casino in
      North Las Vegas, Nevada; and

   -- Binion's Gambling Hall and Hotel in downtown Las Vegas.

Additionally, the company, through an affiliate, operates a
harness racetrack and 50-table card room outside of Minneapolis,
Minnesota.  

Currently, the company is in the process of acquiring a 90%
interest in Jackson Trotting Association, LLC, which operates the
Jackson Harness Raceway in Jackson, Michigan.  The company has a
license to build a thoroughbred racetrack and pari-mutuel wagering
in Erie, Pennsylvania.  For the last twelve months ended September
30, 2005, MTR generated EBITDA of $52.7 million on net revenues of
$338.4 million.


NEWMARKET CORP: Strong Credit Profile Cues S&P to Lift Debt Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on NewMarket
Corp., including its corporate credit rating to 'BB' from 'BB-'.  
The outlook is stable.

NewMarket, based in Richmond, Virginia, is a multinational
manufacturer of fuel and lubricant additive products and has about
$153 million of debt outstanding, excluding operating leases and
underfunded postretirement obligations.

The upgrade reflects NewMarket's:

     * strengthening credit profile following $34 million of debt
       reduction in the third quarter, and

     * improved operating results within the challenging petroleum
       additives segment.

"Despite raw material cost pressures and the continued decline of
tetraethyl lead earnings, NewMarket has been able to stabilize
margins and continues to generate good free operating cash flow
from the its core operations," said Standard & Poor's credit
analyst George Williams.

The ratings reflect NewMarket's:

     * weak business profile attributable to its focus on the
       highly competitive global petroleum additives industry,

     * exposure to volatile raw-material costs, and

     * the vagaries of economic cycles.

These factors are somewhat offset by well-entrenched market
positions in niche product areas, a satisfactory liquidity
position, and good cash flow generation that has contributed to
meaningful debt reduction and trengthening
cash flow protection measures.

NewMarket has about $1 billion in sales.  Good geographical
diversity and significant barriers to entry into the petroleum
additives businesses support the company's business position.  
However, NewMarket's three major competitors in the petroleum
additives segment are substantially larger and have significant
financial resources to fund research and development costs to meet
new product specifications required by auto and diesel engine
manufacturers.

In addition, the industry is characterized by slow-to-no-growth
and a concentrated customer base.

Operating results in the petroleum additives segment have improved
over the last year because of the benefits of cost reductions and
volume improvements in the engine oils business, stronger pricing
initiatives, and growth in the important fuel and specialty
additives markets.  As a result, operating margins have improved
to about 11% in recent quarters.  However, further improvement in
operating margins may be difficult over the near-term as       
raw-material costs remain high.


NLC MUTUAL: A.M. Best Downgrades Financial Strength Rating to C++
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C++
(Marginal) from B+ (Very Good) for NLC Mutual Insurance Company
(South Burlington, Vermont).  The rating has been removed from
under review and assigned a negative outlook.

The rating reflects NLC's marginal capitalization, elevated
underwriting leverage and history of adverse loss reserve
development.  These negative rating factors are partially offset
by NLC's niche market expertise, adequate liquidity and strong
reinsurance program.

NLC is a non-profit captive mutual insurance company that provides
property/casualty coverages to risk-sharing pools set up by state
municipal leagues.  Leverage has risen in recent operating years
under increasing reserves, ceded recoverables and premium levels.
Negative return measures in 2004 followed significant prior year
reserve development that led to significant underwriting losses.
Underwriting results deteriorated further in the third quarter of
2005 following the audit of its New York state workers'
compensation program.  Prior to 2003, NLC had a generally
favorable pre-dividend combined ratio, which outperformed the
professional reinsurance industry composite.

NLC's high ceded leverage is partially offset due to highly rated
reinsurers participating on its excess programs.  Following a
decline in capital at year-end 2004, the company implemented a
capital call provision wherein $9.5 million is to be paid by its
members prior to year-end 2005.  Subsequent to the third quarter
of 2005, all of this assessment was collected.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


NORTHWESTERN CORP: Directors Evaluating Strategic Alternatives
--------------------------------------------------------------
NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWEC)
reported that the Company's board of directors met to consider
potential strategic alternatives to maximize stockholder value.  
At the meeting, the Board directed management and its financial
advisor CSFB to immediately commence an evaluation of all
strategic alternatives including the previously announced Black
Hills proposal.

The company also said that in order to protect the interests of
its stockholders and to permit the Board to review and evaluate
its strategic alternatives in an orderly fashion, it has adopted a
stockholders rights plan.  The rights plan is similar to plans
adopted by many other companies to protect the interests of
stockholders by discouraging coercive, unfair or abusive takeover
tactics that do not offer fair value to all stockholders and that
could impinge on the Board's review of strategic alternatives.

Under the rights plan, preferred stock purchase rights will be
distributed as a dividend at the rate of one right for each share
of common stock of the Company held by stockholders of record as
of the close of business on Dec. 15, 2005.  The rights will expire
on Dec. 5, 2015.

The rights generally will be exercisable only if a person or group
acquires beneficial ownership of 15% or more of the Company's
common stock, or commences or publicly announces a tender or
exchange offer upon consummation of which they would beneficially
own 15% or more of the Company's common stock.  A person or group
who beneficially owns 15% or more of the outstanding shares of the
company's common stock prior to the adoption of the rights plan
will not cause the rights to become exercisable upon adoption of
the rights plan.  As a result, the rights will not be triggered
even though the Harbert Distressed Investment Fund, Ltd.
beneficially owned approximately 20% of the outstanding shares of
the Company's common stock prior to the adoption of the rights
plan.  However, the Harbert Fund will cause the rights to become
exercisable if it (subject to certain exceptions) becomes the
beneficial owner of additional shares of the Company's common
stock or its beneficial ownership decreases below 15% and
subsequently, increases to 15% or more.

Continuing the company's growth and maximizing long-term
stockholder value are major goals of the Board of Directors and
management.

NorthWestern Corporation, d/b/a NorthWestern Energy, --
http://www.northwesternenergy.com/-- is one of the largest  
providers of electricity and natural gas in the Upper Midwest and
Northwest, serving more than 617,000 customers in Montana, South
Dakota and Nebraska.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2005,
Fitch Ratings has affirmed NorthWestern Corp.'s outstanding senior
secured debt obligations at 'BBB-' and the senior unsecured
revolving credit facility at 'BB+'.  The Rating Outlook has been
revised to Evolving from Positive.  The rating action follows the
disclosure by NOR on Nov. 23, 2005 that it is evaluating a merger
proposal received from Black Hills Corporation, Inc.


NORTHWESTERN CORP: MMI Sells Generation Equipment for $20 Million
-----------------------------------------------------------------
NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWEC)
reported that its wholly owned subsidiary, Montana Megawatts I,
LLC has entered into an agreement to sell the generation equipment
acquired for its Great Falls, Montana, combined cycle electric
generation facility to Navasota Holdings Texas Partners LP.  Under
the terms of the agreement, MMI will be paid $20 million for the
equipment, and the sale is expected to close during the first
quarter of 2006.

NorthWestern will continue to market the Great Falls project site
and various permit and contractual rights.

NorthWestern Corporation, d/b/a NorthWestern Energy, --
http://www.northwesternenergy.com/-- is one of the largest  
providers of electricity and natural gas in the Upper Midwest and
Northwest, serving more than 617,000 customers in Montana, South
Dakota and Nebraska.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2005,
Fitch Ratings has affirmed NorthWestern Corp.'s outstanding senior
secured debt obligations at 'BBB-' and the senior unsecured
revolving credit facility at 'BB+'.  The Rating Outlook has been
revised to Evolving from Positive.  The rating action follows the
disclosure by NOR on Nov. 23, 2005 that it is evaluating a merger
proposal received from Black Hills Corporation, Inc.


OM GROUP: Moody's Confirms $400 Million Sub. Notes' Caa1 Rating
---------------------------------------------------------------
Moody's Investors Service confirmed the ratings of OM Group, Inc.,
including the B2 corporate family rating and assigned a stable
rating outlook to the company.  The ratings confirmation reflects:

   * OMG's filing of all relevant financial statements that has
     cured technical violations under its senior subordinated
     notes indenture and credit agreement;

   * its resolution of shareholder lawsuits that were filed late
     in 2002; and

   * strong cash flow generation despite material cash payments to
     settle shareholder lawsuits.

Nevertheless, the ratings reflect Moody's concern over a
deterioration in the company's 2005 operating results, primarily
stemming from a significant decline in cobalt prices, securing
additional feed streams for nickel such that it resumes operations
closer to historical levels, and the fact that the company
received a material weakness letter from its auditor in August
2005 (although recognizing that the company is proactively
addressing this issue).  This completes a review that was
initiated July 8, 2004.

Ratings confirmed:

   * Corporate family rating - B2

   * $400 million guaranteed senior subordinated notes
     due 2011 - Caa1

Moody's believes that OMG's ratings or rating outlook could be
upgraded if the company can secure additional feed streams in
nickel such that:

   * it resumes operations closer to historical levels;

   * cobalt sales volumes stabilize;

   * nickel and cobalt prices remain above long-term historical
     averages;

   * operating margin improves; and

   * issues related to the material weakness are resolved.

For any upgrade to occur Moody's would want to see free cash flow
to debt above 5%.  Conversely, the ratings outlook could be
adversely affected if negative volume trends in the cobalt segment
do not reverse, margins continue to deteriorate or if it appears
probable that OMG's free cash flow will be negative in 2006.

The July 2004 ratings review was prompted by Moody's concern over
the company's technical default under the indenture governing its
subordinated notes.  However, OMG's filing of all relevant
financial statements has cured technical violations under its
senior subordinated notes indenture and credit agreement.  The
ratings also derive support from the company's resolution of
shareholder class action lawsuits and shareholder derivative
lawsuits that were filed in November 2002.  With respect to
the class action lawsuits, OMG paid $74 million in cash and
$8.5 million in stock to resolve these lawsuits during the third
quarter of 2005.  These payments were partially offset by the
receipt of $25 million of insurance reimbursements in September
and the subsequent collection of an additional $19 million in
November.

Regarding the shareholder derivative lawsuits, OMG has issued
380,000 shares of common stock to plaintiffs as part of a
settlement agreement dated September 23, 2005.  Moody's is also
encouraged by the fact that the company's cash flow has been
strong despite payments related to shareholder lawsuits.
Specifically, cash from operations increased to $50 million for
the nine months ended 2005 compared to $17 million in the same
period last year as payments for shareholder lawsuits were offset
by inventory reductions and insurance reimbursements.

However, Moody's also notes that the EBITDA margin for the firm
has declined during 2004 and 2005 from 24% in the first quarter of
2004 to 8% in the third quarter of 2005.  The margin decline
exceeds what Moody's would expect merely from lower cobalt prices.
Therefore, Moody's believes it is important that OMG improve free
cash and EBITDA margins before consideration for a rating upgrade.
OMG's pro forma balance sheet debt would have been $424 million as
of September 30, 2005.  

Incorporating Moody's Financial Metrics, debt levels increase
to $465 million as of the same date (includes $12 million and
$29 million for pension and leases, respectively).  Based on LTM
EBITDA of $137.6 million, debt to EBITDA was 3.4 times, while free
cash flow to debt was 1% over the same period.  EBITDA to interest
expense is favorable at 3.4 times.

In addition, the ratings incorporate Moody's concern that OMG's
fortunes are connected to the price of cobalt, which can be
volatile.  The company's operating results are particularly
susceptible during periods of rapidly changing metal prices.  A
substantial drop in average cobalt prices (to $13.41 per pound in
3Q2005 from $23.18 same period last year) has adversely affected
cobalt segment operating profit, which declined to $6.5 million in
3Q2005 from $39.1 million in 3Q2004 (volume was down 6% over the
same period), largely reflecting the flow through of higher cost
cobalt inventory.

Moody's notes that OMG is securing additional nickel feed with the
expansion of the Black Swan mine which is one component of
resuming operations closer to historical levels.  The expansion
will increase total nickel output by approximately 50% to over
13,000 metric tons per year, which will be used as feed for the
Harjavalta, Finland refinery.  Nevertheless, Moody's recognizes
that the expansion would address the challenges OMG has faced
securing nickel feed at its Harjavalta refinery.  Moreover,
favorable long-term demand trends for nickel-based batteries,
supported by new consumer electronic applications and the growth
of hybrid electric vehicles, augurs well for future pricing
levels.

Headquartered in Cleveland, Ohio, OM Group, Inc., is a vertically
integrated international producer of cobalt and nickel-based
specialty chemicals, whereby the company applies proprietary
technology to unrefined cobalt and nickel raw materials to market
more than 1,500 different product offerings to approximately 3,300
customers.  The company's products are used in many end markets,
such as:

   * rechargeable batteries,
   * coatings,
   * custom catalysts, and
   * liquid detergents.

The company reported revenues of $1.3 billion for twelve months
ended September 30, 2005.


OPTIGENEX INC: Net Loss Reaches $1 Million in Qtr. Ended Sept. 30
-----------------------------------------------------------------
Optigenex, Inc., delivered its financial statements for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 21, 2005.

The company reported a $1,079,750 net loss on $40,468 of net sales
for three months ended Sept. 30, 2005.  At Sept. 30, 2005, the
company's balance sheet showed $7,669,585 in total assets,
$1,000,384 in total liabilities and $6,669,201 in stockholders'
equity.

A full-text copy of Optigenex Inc.'s third quarter results is
available at no charge at http://ResearchArchives.com/t/s?3a3

                       Going Concern Doubt

Goldstein Golub Kessler LLP in Manhattan raised substantial doubt
about Optigenex Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2004.  Goldstein Golub pointed to the company's
recurring losses from operations.

Headquartered in Manhattan, Optigenex, Inc. --
http://www.ac-11.com/-- is an applied DNA Sciences Company, which  
researches, develops and markets a patented product known as AC-
11(TM) within the wellness, age intervention, personal care
markets and in clinically relevant disease states.

Optigenex, Inc. effective solutions to age-related issues. These
solutions take the form of supplements, cosmeceuticals or even
specialized services.


PAXSON COMMS: Moody's Rates Proposed $430 Million Rate Notes at B3
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Paxson
Communications Corporation's $700 million of proposed first lien
senior secured floating rate notes due 2012 and a B3 rating to
$430 million of proposed second lien senior secured floating rate
notes due 2013.

Additionally, Moody's lowered the corporate family rating to
B3 from B2 and affirmed the company's other existing ratings.  
The outlook is now stable.

The proceeds of the transaction will be used to retire the
company's existing indebtedness including its:

   * $365 million of senior secured floating rate notes;

   * $200 million of 10.75% senior subordinated notes due 2008;
     and

   * $478 million of 12.25% senior subordinated notes due 2009.

The downgrade in the corporate family rating reflects the
company's current lack of a clear long-term operating strategy and
the continued underutilization of its strong station portfolio
represented by its non-ratings reliant model.  Despite expected
cost reductions emanating from the company's decision earlier this
year to abandon its prior ratings-reliant strategy, Moody's
believes the current strategy will only improve operating
performance to maintenance levels, at best, and will not resolve
the larger issue of how the company expects to support what at
present appears to be an unsustainable capital structure.

Further, the downgrade incorporates Moody's belief that the
cushion between asset values and the company's debt securities has
shrunk.  Moody's views Paxson's recent strategic agreement with
NBC Universal and the appointment of Brandon Burgess as CEO as
credit positives.  The NBC agreement reaffirms its commitment to
its current investment in Paxson and should foster either an
improvement in operations or a resolution of Paxson's weakened
balance sheet in Moody's opinion.

The revision of the outlook to stable incorporates the company's
initial success in cutting costs resulting in $27.6 million EBITDA
for 3Q'05 vs. $11.6 million for 3Q'04 and Moody's expectation that
performance will continue to benefit from these initiatives as
Paxson moves from a strategy dependent on cash-consumptive
ratings based programming to its current strategy, one based on
non-ratings reliant infomercials.

Moody's assigned these ratings:

   1) B2 rating to the $700 million of proposed first lien senior
      secured floating rate notes due 2012; and

   2) B3 rating to the $430 million of proposed second lien senior
      secured floating rate notes due 2013 (cash pay or PIK).

Moody's lowered this rating:

   1) Corporate Family rating to B3 from B2.

Moody's affirmed these ratings:

   1) B1 rating on the $365 million Senior Secured Floating Rate
      Notes due 2010 (tender in process);

   2) Caa1 rating on the $678 million of senior subordinated notes
      (tender in process);

   3) Caa2 rating on the cumulative exchangeable junior preferred
      stock; and

   4) SGL-3 speculative grade liquidity rating.

The outlook is stable.

Moody's intends to withdraw the B1 rating on the existing senior
secured floating rate notes and Caa1 ratings on the senior
subordinated notes upon completion of the expected tender offers.

The ratings remain constrained by:

   * Paxson's significant debt burden ($2.4 billion including
     preferred securities as of September 30, 2005);

   * leverage that will continue to increase as the company's
     preferred securities claims accrete in value (54% of the
     company's debt consists of preferred securities);

   * Moody's belief that Paxson will be unable to redeem the
     14.25% and 9.75% preferred securities at their scheduled
     maturity in November 2006;

   * television station assets that continue to underperform
     relative to peers in the broadcasting sector;

   * prior management's inability to execute on the company's
     former business plans; and

   * the risk that current management will be unable to
     successfully manage the current non-ratings reliant operating
     strategy or develop a new business strategy that better
     utilizes the company's current broadcast assets.

The ratings are supported by the significant asset value
represented by its portfolio of large market television stations,
including stations in all of the top 20 markets and 40 of the
top 50, which theoretically can provide coverage of all of
the company's debt in a distress scenario (BIA appraisal of
$2.65 billion).  Moody's believes that Paxson will experience
improvement in EBITDA margins given the new focus on more stable
infomercial revenues coupled with a much-reduced cost structure.

Additionally, the proposed refinancing has reduced Moody's
concerns about the company's near term liquidity given the
flexibility of the second lien coupon portion being either
cash pay or PIK in nature.  Further, the rating also benefits
from liquidity on the balance sheet (cash balances of about
$100 million as of September 30, 2005) that provides a reasonable
cushion to support any operating cash shortfalls in the near term.

The stable outlook reflects Moody's belief that Paxson will
continue to benefit from the reductions in its cost structure over
the ratings horizon.  The rating may face negative pressure if
Paxson does not continue to execute upon its current cost
reduction initiatives or, more importantly, fails to identify and
implement a long-term operating strategy that is more commensurate
with its existing capital structure.  Moody's does not believe
Paxson will experience any positive ratings momentum in the
near-term.

The SGL-3 rating reflects Paxson's adequate liquidity profile as
projected over the next twelve months.  The SGL-3 rating reflects
the weak cash flow profile and the lack of a bank revolving credit
facility, offset by the lack of any restrictive financial
maintenance covenants.  Moody's notes that Paxson is required to
redeem all outstanding 14.25% junior exchangeable preferred stock
on November 15, 2006, and all outstanding 9.75% convertible
preferred stock on December 31, 2006.  Moody's expects Paxson to
refinance these obligations with additional junior securities if
market conditions permit.  Failure to refinance these maturing
preferred issues would result in those holders electing an
additional director to the board.

Also influencing the rating, Moody notes that free cash flow for
2006 is not expected to provide full coverage relative to
servicing Paxson's total debt burden (assuming cash coupon on the
sencond lien notes); however, the added flexibility of paying the
coupon on the second lien notes with cash or PIK payments should
allow the company to marginally add to its current cash position.
Moody's anticipates that all payments regarding the preferred
securities will continue to be on a PIK basis.

Further, the SGL rating benefits from its existing cash balances
of about $100 million as of 3Q'05.  Paxson's assets are largely
encumbered by the senior secured floating rate notes.  However,
Moody's believes the value of Paxson's large portfolio of
stations, which have sold at attractive prices, exceeds the debt
they secure and provide an alternate source of liquidity.

The B2 rating for the first lien senior secured floating rate
notes reflects their senior-most position in the capital structure
and a first priority security interest in substantially all of the
company's assets.  In addition, the level of collateral coverage
and the proportion of junior capital that sits below the first
lien senior secured floating rate notes support their notching up
from the corporate family rating of B3.  The B3 rating for the
second lien senior secured floating rate notes reflects their
second priority position behind the first lien notes as well as
their security interest in most of the company's assets.

Notably, the indenture of the $1.13 billion in senior secured
floating rate notes requires that 1.5 times asset coverage be
maintained (i.e. $1.70 billion) based on the BIA appraised assets.
Moody's notes that the company's recent BIA appraisal valued
Paxson's station portfolio at approximately $2.65 billion, thereby
providing the company with significant cushion under this
indenture.

Further, the company is required to make a mandatory offer to
repurchase the floating rate notes at par upon the sale of its New
York, LA or Chicago stations.  The Caa2 rating on the preferred
stock reflects its deep subordination and first loss position in
the overall debt structure.

Paxson Communications Corporation operates the largest U.S.
television station group reaching approximately 83% of prime time
television including all of the top 50 markets.  It is
headquartered in West Palm Beach, Florida.


PAYMENT DATA: Completes Sale of bills.com to Freedom Financial
--------------------------------------------------------------
Payment Data Systems, Inc. (OTC BB: PYDS), closed the transaction
to sell the domain name and trademark of bills.com to Freedom
Financial Network, LLC of San Mateo, California.  In conjunction
with the close of the sale, the company received cash of $950,000
and executed an agreement to build a private labeled bill payment
site for FFN and provide related online payment processing
services for an initial term of three years.

Michael Long, Chairman and CEO of PDS, said, "We are very pleased
to be able to close this transaction with Freedom Financial
Network.  The underlying agreements validate the viability of our
strategy of private labeling and creates a cash position that
significantly enhances our financial profile and opens up new
opportunities for PDS."  Mr. Long added, "We look forward to a
long and mutually beneficial relationship with Freedom.  They are
clearly executing a vision for growth and we are pleased to be
able to play a part in that."

Andrew Housser, Co-CEO of Freedom Financial Network, said, "We are
very excited about the acquisition of bills.com and see this as a
key step in enhancing our brand and profile in the consumer debt
management industry.  In addition we look forward to entering the
fast growing bill payment space by partnering with one of the
leading players in the industry."

                 About Freedom Financial Network

Based in San Mateo, Calif., Freedom Financial Network, LLC --
http://www.freedomfinancialnetwork.com/-- provides consumer debt  
resolution services through its Freedom Debt Relief and Freedom
Tax Relief divisions.  The company works for the consumer,
negotiating with creditors to lower principal balances due that
routinely result in savings of half the amount owed.  Freedom
Financial Network serves more than 4,000 clients nationwide and
manages more than $120 million in consumer debt, offering an
alternative to bankruptcy, credit counseling, and debt
consolidation.

                   About Payment Data Systems

Payment Data Systems Inc. -- http://www.paymentdata.com/-- is an  
integrated payment solutions provider to merchants and billers.  
The company provides an extensive set of tailored products to
deliver world-class payment acceptance, processing, and risk/fraud
management.  Payment Data has solutions for merchants, billers,
banks, service bureaus and card issuers.  PDS owns the electronic
bill payment portal at http://www.billx.com/and bills.com has the  
ability to transmit payments to thousands of national billers.   
Payment Data is also the exclusive license holder of the rights to
market the Carmen Electra gift and prepaid cards at
http://www.carmencard.com/  

                         *     *     *

                      Going Concern Doubt

Akin, Doherty, Klein & Feuge, PC, expressed substantial doubt
about Payment Data'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 substantial losses
since inception that has led to a significant decrease in cash
position and a deficit in working capital.


PC LANDING: Judge Walsh Confirms Joint Plan of Reorganization
-------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware confirmed PC Landing Corp. and its
debtor-affiliates' Second Amended Joint Plan of Reorganization.

Judge Walsh determined that the Plan satisfies the 13 standards
for confirmation enumerated in Section 1129(a) of the Bankruptcy
Code.

                        Terms of the Plan

Under the terms of the Plan, secured lenders will receive
$25 million of new 7% senior secured debt.  The remaining
$634 million deficiency claim will be satisfied by a pro rata
distribution of New Common Stock in the Reorganized Debtors.

The Plan's treatment of the secured lenders' claims allows for
significant recoveries for unsecured creditors and provides enough
cash for the Reorganized Debtors to successfully commence
operations after emergence from bankruptcy.

General unsecured creditors will receive pro rata shares of the
New Common Stock.

Intercompany claims and existing equity interests will be
cancelled on the Effective Date.

Headquartered in Dallas, Texas, PC Landing Corporation and its
debtor-affiliates, own and operate one of only two major
trans-Pacific fiber optic cable systems with available capacity
linking Japan and the United States.  The Debtor filed for
chapter 11 protection on July 19, 2002 (Bankr. D. Del. Case No.
02-12086).  Laura Davis Jones, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub, P.C., represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they estimated assets of over $10 million
and estimated debts of more than $100 million.


REFCO INC: Refco Capital Markets Disclosures Some Financial Data
----------------------------------------------------------------
Refco, Inc. (OTC: RFXCQ.PK) released schedules of certain assets,
client accounts, and intercompany balances of its unregulated
Refco Capital Markets, Ltd. unit, as ordered by the United States
Bankruptcy Court for the Southern District of New York.

The schedules list $1.91 billion in market value stocks, bonds,
and cash that may be related to client accounts, valued as of
Nov. 18, 2005, but do not include other assets held by RCM, such
as claims against other Refco units (which were listed separately
in the amount of $2.68 billion as of Sept. 30, 2005), certain
claims against clients and certain securities, which have not been
valued.  The schedules also list $3.68 billion in client accounts,
also valued as of Nov. 18, 2005.

The schedules do not contain any information about any other Refco
units, such as the assets remaining in Refco's futures commission
merchant, Refco, LLC, which was recently sold to Man Financial,
Inc., a wholly owned subsidiary of Man Group Plc.  The schedules
also do not reflect any debts owed by other Refco units, such as
the company's bank credit facility and public bond debt, or any
other assets or debts of RCM not related to client accounts.

The schedules are not intended to suggest, and should not be
understood as a suggestion, of the amount that RCM clients may
recover in RCM's bankruptcy case or in any other proceeding.  In
addition, the schedules disclaim any representation or warranty
about the ability to collect on the claims against other Refco
units or against any third parties.

The schedule of Refco Capital Markets, Ltd.'s Assets is available
for free at http://ResearchArchives.com/t/s?3a4

The schedule of Refco Capital Markets, Ltd.'s Client Accounts is
available for free at http://ResearchArchives.com/t/s?3a5

The schedule of Refco Capital Markets, Ltd.'s Intercompany
Balances is available at http://ResearchArchives.com/t/s?3a6

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.


RELIANCE GROUP: Creditors Panel Settles Securities Suit for $15MM
-----------------------------------------------------------------
Beginning on June 22, 2000, 15 class actions alleging violations
of federal securities laws were filed in the United States
District Court for the Southern District of New York against
Reliance Group Holdings and certain individual defendants:

   * Saul P. Steinberg,
   * Robert M. Steinberg, and
   * Lowell C. Freiberg.

The securities class actions were subsequently consolidated.  The
lead plaintiffs in the Consolidated Securities Class Action are:

   * Paul Minish,
   * Verde Investments, Inc.,
   * Verde Reinsurance Co., Ltd.,
   * Donald and Bonnie Lee Siok, and
   * Gary Kimmel.

In addition, in May 2001, a derivative action titled "Glen
Leibowitz and Harvey Greenfiled v. Saul P. Steinberg, et al." was
commenced in the Supreme Court of the State of New York in and
for Westchester County.  RGH subsequently removed the Derivative
Action to the Bankruptcy Court as an adversary proceeding.

                 The Memorandum of Understanding

Arnold Gulkowitz, Esq., at Orrick, Herrington & Sutcliffe LLP, in
New York, recounts that in May 2001, the Lead Plaintiffs and the
Defendants entered into a Memorandum of Understanding to settle
the claims alleged in the Securities Class Action.  Under the
MOU, the Defendants agreed to cause their insurance carriers to
pay $17,400,000 to the Plaintiffs in exchange for releases of
liability in the Securities Class Action and conditioned on the
dismissal of the Derivative Action and the Court's approval of
the settlement terms.

In connection with the MOU, the Defendants and the Underwriters
entered into a Settlement Funding and Release Agreement wherein
the Underwriters approved and consented to the MOU and agreed to
fund the entire $17,400,000 settlement in exchange for obtaining
a release from liability under certain insurance policies.

                      Liquidator Blocks MOU

Subsequently, the Commonwealth Court of Pennsylvania placed
Reliance's then operating subsidiary, Reliance Insurance Company,
in rehabilitation, and named M. Diane Koken, the Insurance
Commissioner of the Commonwealth of Pennsylvania, as the RIC
Liquidator.  On June 4, 2001, the Liquidator filed an emergency
petition to block the MOU and Funding Agreement.

On April 1, 2003, the Official Unsecured Creditors' Committee,
the Official Unsecured Bank Committee and the RIC Liquidator
entered into a global settlement agreement resolving various
pending lawsuits and claims involving the Liquidator, RGH and
Reliance Financial Services Corporation, and providing for the
allocation of assets between RGH and RFSC on the one hand, and
RIC on the other.  Both Bankruptcy Court and Commonwealth Court
approved the PA Settlement Agreement.

               Liquidator Appeals NY Court Decision

Subsequently, on July 15, 2004, the Southern District of New York
Court granted the Plaintiffs' request to enforce the MOU and the
Funding Agreement.  The Liquidator then filed an appeal to the
Order in the U.S. Court of Appeals for the Second Circuit Court.

              Plaintiffs and Liquidator Execute LOA

Mr. Gulkowitz tells Judge Gonzelez that a letter of agreement was
then executed on September 22, 2004, by the Plaintiffs and the
Liquidator.  The Letter reduced the settlement amount to
$15,000,000.  In exchange for the settlement, the Liquidator
agreed:

     (i) to withdraw her pending appeal in the Second Circuit
         Court of Appeals;

    (ii) not to object to the Settlement, and to cooperate in
         achieving final approval of the Settlement by the
         Bankruptcy Court; and

   (iii) to arrange for the release of the claims asserted in the
         Derivative Action.

                       The Koken Settlement

In April 2005, the Bankruptcy Court granted the Creditors
Committee's joint request to approve the settlement of "Koken v.
Steinberg, et al.," which was filed by the Liquidator in the
Commonwealth Court against 18 former directors and officers of
RIC.  The Commonwealth Court also approved the Koken Settlement
on May 10, 2005.

Mr. Gulkowitz notes that under the terms of the Koken Settlement,
the Liquidator is to receive not less than $85,000,000:

   -- 40% of which will be allocated among the Debtor and RFSC
      according to the PA Settlement Agreement; and

   -- which will then be divided between the Debtor and RFSC
      according to the terms of a court-approved settlement term
      sheet dated January 29, 2004, concerning the division of
      assets between them.

As a result of the allocations, the creditors should receive
approximately $24,650,000 under the Koken Settlement.  
Furthermore, the creditors may receive additional funds on
account of a $13,500,000 reserve created pursuant to the Koken
Settlement to fund certain potential future litigation costs.  
Any unused funds from the reserve are to be transferred to the
Liquidator and allocated in accordance with the PA Settlement and
the RGH/RFSC Settlement.

Mr. Gulkowitz says that in accordance with the Koken Settlement,
the Underwriters funded into escrow the settlement amount in the
Securities Class Action, up to a $15,000,000 cap.

One of the conditions precedent to the effectiveness of the Koken
Settlement is the final resolution of the Securities Class
Action.  The parties to the Koken Settlement are also to execute
or have executed in escrow a mutual release.

As previously reported, RGH's Plan of Reorganization contemplates
the transfer of all of RGH's assets to the Liquidating Trust.  
The Plan also provides that the claims in the Derivative Action
will be assigned to the Liquidating Trust, to be resolved and
released under the Trustee's administration, on the Effective
Date.

                         The Stipulation

By this motion, the Creditors Committee asks the Court to approve
a stipulation between the Plaintiffs and the Defendants and to
authorize the parties to enter into releases.

Under the Stipulation, the parties have agreed to settle the
Securities Class Action for $15,000,000.  The Underwriters have
deposited that amount into an escrow account as required by the
Koken Settlement.

The Stipulation also provides that:

   (a) the $15,000,000 escrowed cash will be released to fund the
       Settlement, subject to reduction for payment of certain
       costs;

   (b) the Lead Plaintiffs and the members of the Class will
       release and forever discharge all claims or liabilities
       arising from matters involved in the complaint and
       relating to the purchase of the relevant securities of the
       Debtor during the period between February 8, 1999, and
       December 6, 2000;

   (c) the Defendants will release any and all claims or
       liabilities against the Lead Plaintiffs relating to the
       institution, prosecution or settlement of the Securities
       Class Action;

   (d) the release of claims relating to the Derivative Action
       will become effective.  Moreover, in connection with the
       Derivative Action, the Stipulation provides for the
       execution and delivery of the mutual release relating to
       Bruce Sokoloff, Senior Vice President-Administration of
       Reliance Group Holdings, Inc.  The Sokoloff Mutual Release
       Incorporates the terms and conditions of the Mutual
       Release.  The effective date of the Sokoloff Mutual
       Release is the same as that of the Mutual Release.

   (e) The Defendants will release the Underwriters from all
       claims or liabilities that have or can be asserted for
       coverage under certain insurance policies issued by the
       Underwriters for the Settled Claims and the manner in
       which the Underwriters investigated, responded or resolved
       those claims.

According to Mr. Gulkowitz, the Stipulation also contemplates
that the counsel to the Plaintiffs and counsel to the Defendants
execute a supplemental agreement where the Defendants may
terminate the Settlement if certain conditions occur.  In the
event of a termination, the Stipulation will become null and
void.

                     Stipulation is Necessary

The Creditors Committee says that the proceeding with the
Securities Class Action would require substantial time and
expense, with no certain outcome.  The Committee believes that a
full adjudication of the matter would necessitate increased cost
to the Debtor, its estate and its creditors.  Given the
substantial complexity, and the potentially high costs associated
with further investigating and litigating the Securities Class
Action, the Creditors Committee believes that the proposed
settlement is in the best interest of RGH, its estate and its
creditors.

According to Mr. Gulkowitz, the Creditors Committee has standing
to bring the request because RGH has indicated that RGH does not
and will not object to the Settlement, but is abstaining from
bringing the request to avoid any potential conflicts with its
insurers, and ultimately to protect the value of the Debtors'
estate.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  On Nov. 7, 2005, the Hon.
Eugene Gonzalez issued an order confirming the Creditors
Committee's First Amended Plan for RGH.  (Reliance Bankruptcy
News, Issue No. 85; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SEARS HOLDINGS: Appoints Lisa Schultz to Lead Apparel Design Team
-----------------------------------------------------------------
Sears Holdings Corporation (Nasdaq: SHLD) named Lisa Schultz
executive vice president, Sears Holdings Apparel Design, a new
position.

In her new role, Ms. Schultz will have responsibility for all of
Sears' and Kmart's apparel design teams and report to Chairman
Edward S. Lampert.  She was previously senior vice president of
design for Kmart.

Mr. Lampert stated, "In two years, Lisa has assembled a team of
talented and enthusiastic designers and has refashioned and
defined the Kmart apparel line.  She has also been a valuable
contributor to the development of our strategy.  Lisa's
demonstrated ability to attract, retain and develop creative
talent will be critical as she expands our combined design
organization and works with our valuable design associates in New
York City and Hoffman Estates."

Ms. Schultz, who previously was responsible for the development
and success of the Gap's design organization, joined Kmart in the
fall of 2003.

Sears Holdings Corporation -- http://www.searshc.com/-- is the     
nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States and
Canada.  Sears Holdings is the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.  
(Kmart Bankruptcy News, Issue No. 104; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed the Ba1 senior implied rating
of Sears Holding Corporation.  Moody's said the rating outlook is
stable.

Ratings assigned:

     Sears Holdings Corporation

        * Senior implied rating at Ba1;
        * Senior unsecured issuer rating at Ba1; and
        * $4 billion senior secured revolving credit facility
          at Baa3.

As reported in the Troubled Company Reporter on March 30, 2005,
Fitch Ratings assigned a 'BB' rating to Sears Holdings senior
unsecured debt, with a negative outlook.


SECURITIZED ASSET-BACKED: S&P Puts Low-B Ratings on 4 Class Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
95 classes of mortgage-backed certificates from 10 transactions
issued by Securitized Asset-Backed Receivables LLC Trust.

The rating affirmations are based on credit support percentages
that are sufficient to maintain the current ratings on the
certificates.  Credit enhancement for these transactions is
provided by a combination of overcollateralization, excess
interest, and subordination of the junior classes.

Cumulative losses in these transactions range from 0% to 0.21% of
the original pool balances.  Ninety-plus-day delinquencies,
including REOs and foreclosures, range from 0.70% to 5.86% of the
current pool balances.

The underlying collateral for these transactions consists mostly
of conventional, first- or second-lien, adjustable- or fixed-rate,
fully amortizing, residential mortgage loans.  The mortgage loans
were originated in accordance with underwriting guidelines that
target nonconforming or subprime mortgage loans.
   
                        Ratings Affirmed
   
         Securitized Asset Backed Receivables LLC Trust
   
         Series     Class                         Rating
         ------     -----                         ------
         2004-DO1   A-1, A-2                      AAA
         2004-DO1   M-1                           AA
         2004-DO1   M-2                           A
         2004-DO1   M-3                           A-
         2004-DO1   B-1                           BBB+
         2004-DO1   B-2                           BBB
         2004-DO1   B-3                           BBB-
         2004-DO2   A-1, A-2                      AAA
         2004-DO2   M-1                           AA+
         2004-DO2   M-2                           AA
         2004-DO2   M-3                           AA-
         2004-DO2   B-1                           A+
         2004-DO2   B-2                           A
         2004-DO2   B-3                           BBB+
         2004-NC1   A-1, A-2                      AAA
         2004-NC1   M-1                           AA
         2004-NC1   M-2                           A
         2004-NC1   M-3                           A-
         2004-NC1   B-1                           BBB+
         2004-NC1   B-2                           BBB
         2004-NC1   B-3                           BBB-
         2004-NC2   A-1, A-2                      AAA
         2004-NC2   M-1                           AA
         2004-NC2   M-2                           A
         2004-NC2   M-3                           A-
         2004-NC2   B-1                           BBB+
         2004-NC2   B-2                           BBB
         2004-NC2   B-3                           BBB-
         2004-NC2   B-4                           BB+
         2004-NC3   A-1, A-2                      AAA
         2004-NC3   M-1                           AA+
         2004-NC3   M-2                           A+
         2004-NC3   M-3                           A
         2004-NC3   B-1                           A-
         2004-NC3   B-2                           BBB+
         2004-NC3   B-3                           BBB
         2004-NC3   B-4                           BBB-
         2004-OP1   A-1, A-2                      AAA
         2004-OP1   M-1                           AA
         2004-OP1   M-2                           A
         2004-OP1   M-3                           A-
         2004-OP1   B-1                           BBB+
         2004-OP1   B-2                           BBB
         2004-OP1   B-3                           BBB-
         2004-OP2   A-1, A-2                      AAA
         2004-OP2   M-1                           AA+
         2004-OP2   M-2                           A+
         2004-OP2   M-3                           A
         2004-OP2   B-1                           A-
         2004-OP2   B-2                           BBB+
         2004-OP2   B-3                           BBB
         2004-OP2   B-4                           BBB-
         2005-EC1   A-1A, A-1B, A-2A, A-2B, A-2C  AAA
         2005-EC1   M-1                           AA+
         2005-EC1   M-2                           AA
         2005-EC1   M-3                           A+
         2005-EC1   M-4                           A
         2005-EC1   B-1, B-2                      BBB+
         2005-EC1   B-3                           BBB-
         2005-EC1   B-4                           BB+
         2005-FR1   A-2A, A-2B, A-2C              AAA
         2005-FR1   M-1                           AA
         2005-FR1   M-2                           A
         2005-FR1   M-3                           A-
         2005-FR1   B-1                           BBB+
         2005-FR1   B-2                           BBB
         2005-FR1   B-3                           BBB-
         2005-FR1   B-4                           BB+
         2005-OP1   A-1A, A-1B, A-2A, A-2B, A-2C  AAA
         2005-OP1   M-1                           AA+
         2005-OP1   M-2                           AA
         2005-OP1   M-3                           A
         2005-OP1   M-4                           A-
         2005-OP1   B-1                           BBB+
         2005-OP1   B-2                           BBB
         2005-OP1   B-3                           BBB-
         2005-OP1   B-4                           BB+         


SIRVA INC: Appoints J. Michael Kirksey as Chief Financial Officer
-----------------------------------------------------------------
SIRVA, Inc. (NYSE: SIR), appointed J. Michael Kirksey as chief
financial officer.  Mr. Kirksey brings nearly 30 years of broad
experience in a range of financial and operational capacities with
public companies.

Mr. Kirksey will be based in the company's Westmont, Illinois
headquarters where he will oversee the operations of the firm's
global financial team.  Mr. Kirksey will begin the transition to
his new position on Dec. 13, 2005.

Mr. Kirksey brings to SIRVA extensive senior management experience
in finance and operations from his tenure with several global
publicly-traded companies where he was closely involved in
developing and implementing growth strategies, communicating with
capital markets and overseeing financial reporting and internal
controls.

Most recently, Mr. Kirksey served as Executive Vice President and
Chief Financial Officer of Input/Output, Inc., (NYSE: IO), a
global imaging and software company that assists in the
exploration for oil and gas.  Previously, Mr. Kirksey served as
Chief Executive Officer and Chief Financial Officer of Metals USA,
Inc., a metals fabrication and distribution company with annual
revenue of $2 billion.  Mr. Kirksey began his career with Arthur
Andersen LLP, where he worked for 13 years.

"Mike has demonstrated a proven ability as a global financial
leader," said SIRVA Chief Executive Officer Brian Kelley.  "He is
a great addition to our leadership team who combines sound
financial expertise, operating judgment and international
experience that will help us achieve our long-term goals."

Mr. Kirksey, who received a B.S. in Accounting from Harding
University, succeeds Ronald L. Milewski, who will become Executive
Vice President -Restructuring and Chief Risk Officer effective
Dec. 13,2005.

SIRVA, Inc. -- http://www.sirva.com/-- is a leader in providing  
relocation solutions to a well- established and diverse customer
base around the world. The company is the leading global provider
that can handle all aspects of relocations end-to-end within its
own network, including home purchase and home sale services,
household goods moving, mortgage services and insurance. SIRVA
conducts more than 365,000 relocations per year, transferring
corporate and government employees and moving individual
consumers. The company operates in more than 40 countries with
approximately 7,500 employees and an extensive network of agents
and other service providers. SIRVA's well-recognized brands
include Allied, northAmerican, Global, and SIRVA Relocation in
North America; Pickfords, Huet, Kungsholms, ADAM, Majortrans,
Allied Arthur Pierre, Rettenmayer, and Allied Varekamp in Europe;
and Allied Pickfords in the Asia Pacific region.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Standard & Poor's Ratings Services lowered its ratings on
relocation service provider SIRVA Inc. and its primary operating
subsidiary, SIRVA Worldwide Inc.  The corporate credit rating on
both entities was lowered to 'B+' from 'BB'.

All ratings remain on CreditWatch with negative implications,
where they were placed on April 8. 2005, due to:

   * the continued delay in filing SIRVA's year-end 2004 financial
     statements;

   * ongoing investigation related primarily to its insurance and
     European businesses; and

   * the disclosure that the cost to address its financial control
     weaknesses will be significantly higher than originally
     anticipated.

In July 2005, SIRVA was granted amendments to its bank facility
and accounts-receivable securitization program, extending the
filing deadline for its financial statements until Sept. 30, 2005.


SPANSION TECHNOLOGY: Moody's Rates $400 Million Sr. Notes at Caa1
-----------------------------------------------------------------
Moody's Investors Service assigned first time corporate family
rating of B3 to Spansion Technology, Inc., a leading provider of
flash memory semiconductors.  Spansion, currently owned 60% by
Advanced Micro Devices and 40% by Fujitsu Limited, is expected to
execute an initial public offering with approximately one third of
the company being held publicly upon completion.  The rating
outlook is stable.

These first time ratings have been assigned to Spansion:

   * Corporate Family Rating -- B3
   * $400 million senior unsecured note due 2015 -- Caa1
   * Speculative Grade Liquidity rating -- SGL-2

Concurrent with the initial public offering, Spansion expects to
issue $400 million senior unsecured notes in a private placement
under Rule 144A without registration rights.  Net proceeds from
the note issuance will be used to repay approximately $300 million
of borrowings owed to its current owners, AMD and Fujitsu, with
the remainder going to its balance sheet, which when combined with
expected IPO proceeds of about $667 million before fees and
expenses will constitute Spansion's opening balance sheet cash of
approximately $780 million.

The ratings reflect:

   1) the high degree of business risk inherent to the capital
      intensive, volatile, and technologically evolving flash
      memory market;

   2) the prospect that, despite strong bit demand driven by the
      cell phone market, continued aggressive pricing could cause
      Spansion's free cash flow to be negative over the near to
      intermediate and trigger the need for additional debt
      financing;

   3) fairly limited financial flexibility notwithstanding good
      balance sheet liquidity pro forma the pending IPO and note
      issuance;

   4) Spansion's limited ability to weather sustained market
      weakness or technological or manufacturing missteps;

   5) the significantly larger financial resources and business
      diversity of some of its key competitors; and

   6) the company's impending stand alone status, although Moody's
      recognizes that Spansion has been migrating to a stand alone
      operation over the last several quarters and service
      agreements with its current owners are in place
      through 2006.

The ratings also consider:

   1) Spansion's strong position in the NOR flash memory market,
      although this traditional, $8 billion market directed
      primarily at the cell phone and embedded end markets is
      mature and slow growing;

   2) strong customer relationships among a range of end market
      customers including all of the top cell phone, consumer
      electronics, and automotive OEM's; and

   3) the potential for Spansion's proprietary flash architecture
      called MirrorBit, which effectively doubles the density of
      each memory cell, to gain increased market acceptance as
      electronic devices require greater data density at lower
      cost per bit.

The stable outlook reflects our expectation that Spansion will be
able to continue good execution of its manufacturing and
technology roadmap, including the continued market penetration of
its MirrorBit technology whose richer average selling prices could
help to improve its profit profile.

The ratings are not likely to experience upward pressure until
Spansion is able to achieve operating profitability, with the
prospect that such performance can be sustained through cycles.
This in turn would improve its ability to internally fund the
significant capital expenditure requirements that are necessary to
remain technologically and cost competitive and bolster its
financial flexibility so that it can continue to sustain critical
R&D and process technology advances even during sector downturns.

The ratings could face negative pressure if:

   1) the company struggles to move towards profitability, which
      Moody's believes would be driven by a combination of top
      line growth and more importantly, gross margin expansion
      given the relatively fixed nature of R&D and SG&A costs;

   2) fails to advance its MirrorBit technology with cell phone
      OEM's and other applications;

   3) experiences increased competitive pressures from the very
      fast growing NAND flash technology; or

   4) the company's liquidity profile weakens.

Pro forma the pending IPO and note issuance, Spansion will have
cash of about $784 million and $740 million of debt, including the
proposed $400 million senior unsecured note issuance and about
$340 million of secured credit facilities and capital leases that
mature at various points over the next three years.  Given
Spansion's liquidity and free cash flow prospects during this
time, Moody's believes it will need to refinance this debt.  Pro
forma debt to latest twelve month EBITDA measures about 2.7 times.

As noted above, a critical challenge for Spansion relates to its
ability to improve cash flow generation to fund the significant
capital expenditures that are necessary to remain competitive.  
For the latest twelve months ended September, EBITDA of $271
million compared to about $427 million of capital expenditures.
Over the near to intermediate term, Moody's expects about double
the level of capital expenditures.

The SGL-2 reflects


   1) Spansion's good balance sheet liquidity following the IPO
      that when combined with cash flow from operations should be
      sufficient to fund necessary capital expenditures over the
      next twelve months;

   2) external liquidity in the form of its undrawn $175 million
      borrowing base revolving credit facility that matures
      September 2010, that should maintain good room under its one
      financial covenant, a minimum EBITDA; and

   3) our view that Spansion has limited non core assets that
      could be readily sold if liquidity pressures were to
      develop.

Spansion Technology Inc., headquartered in Sunnyvale, California,
is one of the largest Flash memory providers and the largest
company in the world dedicated exclusively to developing,
designing and manufacturing Flash memory.  For fiscal 2004 and the
first nine months of fiscal 2005, net sales were $2.3 billion and
$1.4 billion, respectively.


SPANSION INC: S&P Puts B Rating on Planned $400M Sr. Unsec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Sunnyvale, California-based Spansion, Inc., the
joint venture between Advanced Micro Devices Inc.             
(AMD; B/Stable/--) and Fujitsu Ltd. (BBB-/Stable/--).  The rating
outlook is stable.

At the same time, Standard & Poor's assigned its 'B' rating to
Spansion's proposed $400 million of senior unsecured notes due
2015.  Proceeds from the note issue and a concurrent IPO are
expected to be used primarily to repay outstanding debt to AMD and
Fujitsu.

"The ratings on Spansion reflect the company's exposure to the
aggressively competitive and cyclical NOR flash semiconductor
industry, significant capital investment requirements, and a
history of periodic material negative free cash flows," said
Standard & Poor's credit analyst Bruce Hyman.  "These factors are
partially offset by Spansion's leading market position, prospects
for the development of differentiated technologies, and market
growth expectations in certain served markets."
     
Spansion's revenues are derived from the manufacturing and sale of
NOR flash semiconductors, a type of embedded memory used in mobile
phones, consumer products, automotive electronics, and other
devices.  The $8 billion-$9 billion global NOR flash market
displays many of the characteristics of commodity-like
semiconductor markets, such as DRAM.  These include:

     * severe revenue cyclicality,
     * intense price pressure,
     * high capital investment requirements, and
     * periods of negative free cash flows for suppliers.

Furthermore, the NOR flash market has relatively modest expected
growth rates.  Spansion and principal rival Intel Corp. have held
comparable mid-20% shares of the global NOR market for several
years.  Competitor Intel aggressively cut prices in 2004 and
recaptured market share from Spansion, while putting pressure on
industry profitability.  In more recent quarters, the market
environment has stabilized, and Spansion's operating performance
has recovered somewhat.
     
Following the proposed refinancing, Spansion is expected to have
relatively moderate financial leverage for its rating level, which
helps to somewhat offset the company's high business risk.

In addition to funded debt of $400 million from the new notes,
Spansion is expected to have approximately $320 million of
additional liabilities, including capital leases, a Japanese
term loan, and others.  Based on trailing-12-month EBITDA as of
June 30, 2005, total debt to EBITDA is 2.7x.  Improving
profitability in the second half of 2005 is expected to result in
slightly lower financial leverage at year-end.


STELCO INC: Board Reviews Informal Committee's Plan Proposal
------------------------------------------------------------
Stelco Inc.'s Board of Directors (TSX:STE) has reviewed and
considered the proposal of the Steering Committee of the Informal
Committee of Stelco Senior Debentureholders.

The company's Board of Directors approved an amended restructuring
plan for consideration by its creditors on Dec. 5.

                           Plan Terms

The amended plan reflects the terms of the stakeholder agreement
announced by Stelco on Nov. 23, 2005, with one major exception.  
The proposed amended plan does not include what had been 9%
Unsecured Convertible Notes converting into 25 million common
shares of the Company.  Those Notes are replaced by a proposed
cash component under which affected creditors will receive a pro
rata share of $137.5 million.  The funding for this is to come
from a proposed subscription for common shares from Tricap
Management Limited and other equity investors discussed later in
this news release.  This subscription will be made under a plan
sponsor agreement to be entered into by Stelco, Tricap Management
Limited and the other subscribers noted below, all of which are
acting independently.  This cash component would amount to
approximately 55% of the face value of what had been anticipated
to be an issuance of Unsecured Convertible Notes in the face
amount of $250 million.

The amended plan is based on:

   -- The availability of a $600 million asset-based revolving
      loan facility.

   -- The availability of a $375 million revolving bridge facility
      being negotiated with Tricap Management Limited.

   -- A $150 million Unsecured Subordinated 1% Note, issued to the
      Province of Ontario in exchange for a $150 million cash
      contribution. If the pension solvency deficiency is fully
      funded by year 10, then 75% of the Note would be forgiven at
      maturity, with the balance payable in cash or shares.

   -- Warrants, with a seven-year maturity, issued to the Province
      of Ontario to purchase up to approximately 8% of the fully
      diluted equity (or approximately 2.3 million new common
      shares) at an exercise price of $11.00 per new common share.

Existing secured operating lenders will be repaid in full.

Unsecured creditors will receive a pro rata share of:

   -- Secured Floating Rate Notes: $275 million; interest of LIBOR
      (London Interbank Offering Rate) plus 500 basis points if
      paid in cash or LIBOR plus 800 basis points if paid in
      Secured Floating Rate Notes at the Company's option; 10-year
      term, payable in cash on maturity.

   -- $137.5 million in cash that will be provided by the above-
      noted equity investors in return for approximately 88% of
      the equity in the Company on a fully diluted basis. Of that
      percentage, 40% will be underwritten by Tricap Management
      Limited, 30% by Sunrise Partners Limited Partnership, and
      30% by Appaloosa Management LP.

   -- 1.1 million new common shares, representing approximately 4%
      of the fully diluted common shares of the Company.

The Stelco Pension Plans will receive:

   -- An upfront cash contribution of $400 million.

   -- Fixed annual cash funding payments of $65 million each year
      between 2006-2010 and $70 million each year between 2011-
      2015.

   -- There may be increased payments through annual cash sweep       
      payments, commencing in 2007, based on cash flow and
      liquidity tests.

   -- Any solvency deficiency at the end of 2015 will be funded
      through the normal 5-year pension funding rules.

A six-month grace period on cash funding payments will be provided
during the first half of 2006, increasing Stelco's liquidity on
emerging from Court protection.

The existing shares will be effectively cancelled. As the Company
has stated for some time, there is insufficient value to provide
full recovery to unsecured creditors.  Factors affecting the
Company, its value and the recovery for unsecured creditors
include volatile steel prices, reduced production and shipments,
and increased costs.

Under the proposed plan sponsor agreement, the size of Stelco's
Board of Directors will be fixed at nine members.  Tricap
Management Limited will have the right to name four of the
directors.  The other capital providers subscribing for common
shares will have the right to nominate one each. The remaining
directors will be chosen through a consultative process.

Board nominees will be elected on the basis of cumulative voting.  
This means that shareholders may allocate the total number of
votes they're entitled to cast in any way they wish, i.e. all for
one nominee, among several nominees, or divided among all
nominees.

The plan sponsor agreement requires plan implementation to occur
not later than March 31, 2006.  Subject to creditors approving and
the Court sanctioning the plan, Stelco expects to implement the
plan early in 2006 and, if possible, before March 31, 2006.

The Board has concluded that the proposal would not garner the
stakeholder support required to ensure an achievable plan that
would lead to an effective restructuring of the Company.

The Board of Directors urged stakeholder groups to continue their
current and ongoing negotiations with the goal of achieving and
coming forward with a consensual plan.

The Board advised that, in accordance with the direction of the
Superior Court of Justice (Ontario), a plan or an amended plan
will be presented and put to a vote when the previously-adjourned
meetings of affected creditors resume tomorrow, Dec. 9, 2005.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified   
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court has extended Stelco's CCAA stay period until
Dec. 12, 2005, in order to accommodate the creditors' meetings and
a sanction hearing.


STRUCTURED ASSET: Moody's Rates Class B2 Sub. Certificates at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Structured Asset Securities Corporation
Series 2005-WF4, and ratings ranging from Aa1 to Ba2 to the
subordinate certificates in the deal.

The securitization is backed by Wells Fargo Bank, N.A. originated
adjustable-rate (74%) and fixed-rate (26%) subprime mortgage loans
acquired by Lehman Brothers Holdings Inc.  The ratings are based
primarily:

   * on the credit quality of the loans; and

   * on the protection from:

     -- subordination,
     -- overcollateralization,
     -- excess spread,
     -- limited cross-collateralization,
     -- primary mortgage insurance, and
     -- an interest rate swap agreement.

Moody's expects collateral losses to range from 4.00% to 4.50%.

Wells Fargo Bank, N.A. will service the loans, and Aurora Loan
Services LLC will act as master servicer.  Moody's has assigned
Wells Fargo Bank, N.A. its top servicer quality rating (SQ1) as a
primary servicer of subprime 1st lien loans.

The complete rating actions are:

Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2005-WF4

   * Class A1, Rated Aaa
   * Class A2, Rated Aaa
   * Class A3, Rated Aaa
   * Class A4, Rated Aaa
   * Class M1, Rated Aa1
   * Class M2, Rated Aa2
   * Class M3, Rated Aa3
   * Class M4, Rated A1
   * Class M5, Rated A2
   * Class M6, Rated A3
   * Class M7, Rated Baa1
   * Class M8, Rated Baa2
   * Class M9, Rated Baa3
   * Class B1, Rated Ba1
   * Class B2, Rated Ba2


SUSSER HOLDINGS: Moody's Rates Proposed $170 Million Notes at B2
----------------------------------------------------------------
Moody's Investors Service rated the proposed $170 million
unsecured note of Susser Holdings, LLC at B2 and assigned a
speculative grade liquidity rating of SGL-3.  Susser operates
convenience stores in Texas and Oklahoma.  Cash proceeds from the
new debt, together with an equity contribution of $128 million
from Wellspring Capital, CEO Sam Susser, and other senior
management and $170 million from a concurrent sale and leaseback
transaction, will finance the leveraged buyout of the company for
total consideration of about $277 million and refinance all
existing debt.

Moody's belief that the company will finance growth from
incremental borrowings and the high level of competition in
convenience and fuel retailing limit the ratings.  However, the
company's strong fuel retailing market share in its trade areas
and ownership of a substantial real estate portfolio support the
ratings.  The ratings anticipate that gasoline profitability will
retreat to a normalized level following unprecedented highs during
2005.  The rating outlook is stable.  This is the first time that
Moody's has rated Susser.

Ratings assigned:

   * $170 million eight-year senior unsecured notes at B2
   * Speculative grade liquidity rating at SGL-3
   * Corporate family rating at B2

Moody's did not assign ratings to the $50 million secured
revolving credit facility that is part of the proposed financing
structure.

The ratings recognize:

   * the sales concentration in the high-volume, low-margin
     categories of gasoline and tobacco (price and demand for both
     products outside the control of any one company);

   * the intense competition in gas and convenience retailing
     including with large oil companies and non-traditional
     gasoline retailers such as Wal-Mart (senior unsecured rating
     of Aa2) and H.E.B. (unrated); and

   * mediocre post-transaction debt protection measures.

Also constraining the ratings are Moody's belief that the company
will experience free cash flow deficits given plans:

   * to substantially invest in store count growth;

   * to rebrand from Circle K to Stripes; and

   * to continue developing the Laredo Taco Company    
     foodservice brand.

However, the demand inelasticity for gasoline regardless of the
retail price, collateral support from post-transaction ownership
of a substantial real estate portfolio, and Moody's belief that
foodservice and other non-tobacco merchandise sales will grow
faster than the declining tobacco category support the ratings.
Also benefiting the ratings are the leading convenience retailing
share in the several Texas and Oklahoma markets where the company
operates and the steady, if low-margin, revenue stream from the
sizable fuel distribution segment.  Moody's understands that the
current senior management team will continue with the company
following the transaction.  The assigned ratings do not anticipate
complete implementation of targeted operating improvements at the
pace projected by management.

The stable rating outlook reflects Moody's expectations that the
company's financial profile will modestly improve as it:

   1) increases revenue and debt protection measures in line with    
      new store development;

   2) substantially reduces the free cash flow deficit over the
      next two years; and

   3) grows non-fuel revenue at a reasonable pace.

Ratings could fall if:

   * liquidity tightens from permanent borrowings on the revolving
     credit facility;

   * leverage rises above 6 times and or fixed charge coverage
     does not exceed 1 time; or

   * non-traditional fuel retailers exert downward pricing
     pressure on gasoline profitability.

The ratings are not based on the expectation that high gasoline
profitability during the latter half of 2005 will become the norm.

Over the longer term, ratings could move upward as the company
achieves satisfactory returns on investment with its strategies to
increase store count as evidenced by:

   * EBITDAR comfortably covers interest expense, rent, and
     capital investment;

   * lease adjusted leverage sustainably falls below 5 times; and

   * store revenue and profit grow even as non-traditional
     competitors open additional fuel retailing locations.

The B2 rating on the proposed eight-year senior unsecured notes
considers that this debt will be guaranteed by the company's
operating subsidiaries.  This class of debt is contractually
subordinated to the unrated $50 million asset-based revolving
credit facility and ranks pari passu with about $82 million of
accounts payable.  In addition to the substantial amount of junior
equity capital to be invested by the new owners, the assigned
rating relative to the Corporate Family rating contemplates
meaningful restrictions on incurrence of additional indebtedness
and against disposal of assets such as the remaining owned real
estate locations.

The adequate liquidity rating of SGL-3 reflects Moody's
expectation that the company will finance free cash flow deficits
from incremental revolving credit facility borrowings.  Moody's
believes that capital investment for new store development over
the next twelve months will exceed operating cash flow.  The
liquidity rating is unlikely to rise while investing cash flow is
large relative to operating cash flow.  However, potential
liquidity from post-transaction unencumbered ownership of
approximately 110 locations, given that accounts receivable and
inventory are designated as collateral for the bank loan, are a
potential medium-term liquidity resource.

Pro-forma for the transaction, Moody's estimates that lease
adjusted leverage is high at around 6 times and fixed charge
coverage is low at about 1 time.  Moody's expects merchandise
revenue to rise in future years as newly opened stores and
foodservice expansion more than offset the decline in the tobacco
category.  In comparison with other rated convenience stores that
have maintained tobacco volume as supermarkets, drug stores, and
mass merchants have retreated from the category, less expensive
retail prices in neighboring Mexico have always limited the
proportion of tobacco in Susser's revenue mix.  Regarding gasoline
profitability, cents per gallon margin appears to have stabilized
following several years of increasing competition in South Texas
from non-traditional gasoline retailers.  Moody's expects that
Susser will experience free cash flow deficits over the next
several years because of the significant capital investments, but
the rating agency anticipates that the company will maintain
adequate liquidity by modulating the pace of new store
development.

Susser Holdings LLC, with its operating subsidiary's headquarters
in Corpus Christi, Texas, operates 318 convenience stores in Texas
and Oklahoma.  The company also wholesales fuel to 374 additional
locations.  Revenue for the twelve months ending October 2, 2005
was about $1.8 billion.


TECHNEGLAS INC: Court Approves Stipulation with Nippon Electric
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Eastern Division, approved a stipulation and agreement between
Techneglas, Inc. and its debtor-affiliate, Nippon Electric Glass,
Ohio, Inc.

On May 20, 2005, Techneglas filed a $4.6 million claim against NEG
Ohio in NEG's chapter 11 case.  NEG Ohio filed a $1.6 million
claim on Jan. 7, 2005, and a contingent and unliquidated claim on
Jan. 14, 2005, in Techneglas' case.  

On Aug. 22, 2005, Techneglas and NEG Ohio, together with Nippon
Electric Glass America, Inc., filed a First Amended Joint Plan of
Reorganization.

In a Court-approved stipulation, the parties agree that:

   -- the Techneglas claim will be allowed as a Class 3B general
      unsecured claim for $4 million;

   -- the NEG Ohio Liquidated Claim will be allowed as a Class 4A
      general unsecured claim for $1.6 million;

   -- the NEG Ohio Unliquidated Claim will be disallowed in its
      entirety and expunged;

   -- the NEG Ohio Allowed Claim will be satisfied in its entirety
      by a $1.6 million offset against the Techneglas Allowed
      Claim, and NEG Ohio will receive no distributions on account    
      of the NEG Ohio Allowed Claim under the Plan; and

   -- the Techneglas Allowed Claim will be partially satisfied, to
      the extent of $1.6 million -- by offset against the NEG Ohio
      Allowed Claim, and the $2.4 million remaining balance of the
      Techneglas Allowed Claim will be satisfied by the cash
      distribution to be made to Class 3b creditors.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT  
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on Sept. 1, 2004
(Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq., Kelly
K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland & Ellis,
and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at Vorys,
Sater, Seymour and Pease LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $137 million and
total debts of $336 million.  The Court confirmed the Debtor's
First Amended Joint Plan of Reorganization on Oct. 7, 2005.


TRICELL INC: Equity Deficit Narrows to $3.6 Million at Sept. 30
---------------------------------------------------------------
Tricell, Inc., delivered its third quarter financial statements to
the Securities and Exchange Commission on Nov. 21, 2005.

The company reported $349,900 of net income on $240,167,787 of
sales for the three months ended Sept. 30, 2005.  At Sept. 30,
2005, the company's balance sheet showed $37,399,099 in total
assets, $40,968,433 in total liabilities resulting in a $3,569,334
stockholders' equity deficit.  The company's Sept. 30 balance
sheet also showed strained liquidity with $37,152,034 in current
assets available to satisfy $40,968,433 of current liabilities
coming due within the next 12 months.

A full-text copy of Tricell, Inc.'s third quarter results is
available at no charge at http://ResearchArchives.com/t/s?3a7

                       Going Concern Doubt

Berenfeld, Spritzer, Shechter and Sheer, expressed substantial
doubt about Tricell Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2004.  Berenfeld Spritzer pointed to the Company's
recurring losses and accumulated deficit.

Tricell UK Ltd. and Tricell Ltd. were founded in 1999 to
participate in, and continues to participate in today, the
distribution and sale of mobile telephone handsets to the global
wholesale market.  The Company has built a management team with
considerable expertise and success in product acquisition,
wholesale distribution and service provision in this highly
competitive market place.  Current customers include wireless
network operators, resellers, retailers and wireless equipment
manufacturers.  Tricell handles wireless products manufactured by
industry-leading technology companies such as Nokia, Motorola,
Sony Ericsson, Kyocera, Samsung, Siemens, Panasonic, NEC and
Toshiba.

At Sept. 30, 2005, Tricell Inc.'s balance sheet showed a
$3,569,334 stockholders' deficit, compared to a $4,253,892 deficit
at Dec. 31, 2004.


TRICELL INC: Board Names Reed as New President & Pursell as CFO
---------------------------------------------------------------
On Nov. 18, 2005, the Board of Directors of Tricell, Inc.,
appointed four persons to the board:

   -- James Reed, also as president

   -- Neil Pursell, also as chief financial officer

   -- Adrian "John" Sumnall, and

   -- Neil Proctor.  

In conjunction with these appointments, Andre Salt resigned from
his position as president effective Nov. 18, 2005.  Mr. Salt will
continue as the company's chief executive officer and chairman of
the board.

Tricell's new directors and officers were previously shareholders
of Ace Telecom Limited, which Tricell acquired in a stock
acquisition on June 30, 2005.  The acquisition of Ace, with its
extensive customer base in the telecommunications industry, has
reinforced Tricell's wholesale trading and distribution business
significantly.

James Reed, age 35, who is now Tricell's president, previously
served as an officer of Ace, beginning in April 2003.  Prior to
April 2003, Mr. Reed was the Chief Operating Officer of the
Starcom One Group, in which he was responsible for Starcom's
successful trading operations.  Prior to joining Starcom in 1999,
he was the UK Sales Manager for CellStar UK.  Mr. Reed has been a
key individual within the mobile phone industry since 1993.

Adrian "John" Sumnall, age 35, previously served as an officer of
Ace, beginning in May 2003.  Prior to May 2003, Mr. Sumnall was
responsible for the entire Starcom European sales department.  
Through his excellent relationships and quality negotiating
skills, Starcom was enabled to be successful in the market place
it operates within.  Prior to joining Starcom in March 2001, Mr.
Sumnall was regarded as the top sales executive for CellStar UK, a
Starcom competitor.

Neil Procter, age 43, previously served as an officer of Ace,
beginning in April 2003.  Prior to April 2003, Mr. Proctor was
responsible for the entire Starcom product sourcing department.
Mr. Proctor joined Starcom in September 2000.

Neil Pursell, age 41, who now serves as Tricell's CFO, previously
served as an officer of Ace, beginning in May 2003.  Mr. Pursell
is a fellow of the professional UK Accountancy Body Association of
Chartered Certified Accountants (he obtained this qualification in
1991).  From June 2001 to May 2003, Mr. Pursell was the Chief
Financial Officer of the Starcom.  His responsibilities included
the day-to-day management of Starcom's financial affairs.  Prior
to joining Starcom in May 2001, Mr. Pursell was a partner in the
professional Chartered Accountancy firm Barringtons of
Staffordshire, UK.  Mr. Pursell joined Barringtons in November
1981.  As a partner at Barringtons, Mr. Pursell was an audit
partner responsible for signing limited company audit reports,
thus having the expertise to recognize and resolve weak financial
& business controls, he also was responsible for delivering advice
and assistance on raising finance, management consultancy,
strategic tax planning, and international trade.

                       Going Concern Doubt

Berenfeld, Spritzer, Shechter and Sheer, expressed substantial
doubt about Tricell Inc.'s ability to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2004.  Berenfeld Spritzer pointed to the Company's
recurring losses and accumulated deficit.

Tricell UK Ltd. and Tricell Ltd. were founded in 1999 to
participate in, and continues to participate in today, the
distribution and sale of mobile telephone handsets to the global
wholesale market.  The Company has built a management team with
considerable expertise and success in product acquisition,
wholesale distribution and service provision in this highly
competitive market place.  Current customers include wireless
network operators, resellers, retailers and wireless equipment
manufacturers.  Tricell handles wireless products manufactured by
industry-leading technology companies such as Nokia, Motorola,
Sony Ericsson, Kyocera, Samsung, Siemens, Panasonic, NEC and
Toshiba.

At Sept. 30, 2005, Tricell Inc.'s balance sheet showed a
$3,569,334 stockholders' deficit, compared to a $4,253,892 deficit
at Dec. 31, 2004.


TW INC: Wants Until February 27 to Object to Proofs of Claim
------------------------------------------------------------
TW, Inc., fka Cablevision Electronics Investments, Inc., asks the
U.S. Bankruptcy Court for the District of Delaware to further
extend until February 27, 2005, the period within which it can
object to claims filed against its estate.

The Debtor has reviewed and resolved 395 claims totaling
approximately $460 million with and without the need for filing
objections.  Moreover, after filing claim objections, only two
unresolved administrative claims totaling approximately $118,000
remain against the Debtor.

The extension will provide the Debtor more time to review and
resolve any disputed claim and to file appropriate objections, if
necessary.

TW, Inc., filed for chapter 11 protection on March 14, 2003
(Bankr. Del. Case No. 03-10785).  Jeremy W. Ryan, Esq., and Mark
Minuti, Esq., at Saul Ewing LLP represent the Debtors.  When the
Company filed for protection from its creditors, it listed assets
of over $50 million and debts of more than $100 million.


UAL CORP: Inks Commitment Letter on Exit Financing with GE Capital
------------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the
Northern District of Illinois authorized UAL Corporation and its
debtor-affiliates to enter into a Commitment Letter dated
October 6, 2005, with JPMorgan Chase Bank, N.A. and Citicorp USA,
Inc.  Under the October 6 Commitment Letter, JPMorgan Chase and
Citicorp committed to provide the Debtors with an exit facility of
up to $3,000,000,000.  The Exit Facility will be underwritten
jointly by JPMorgan Chase and Citicorp, and structured, arranged
and syndicated by J.P. Morgan Securities Inc., and Citigroup
Global Markets, Inc.

Following the Court's approval of the October 6 Commitment
Letter, the Debtors, J.P. Morgan Securities and Citigroup engaged
in intensive discussions with General Electric Capital
Corporation regarding GECC's participation in the Exit Facility.

According to David A. Agay, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, the discussions culminated in the execution of
a new Joint Commitment Letter, which provides for GECC's
underwriting of $500,000,000 of the $3,000,000,000 Exit Facility,
thereby reducing JPMorgan Chase's and Citicorp's commitments to
$1,250,000,000 each.  GECC has also agreed to serve as
syndication agent for the Exit Facility.

However, in its role as a syndication agent and as a Primary
Lender under the GECC Commitment Letter, GECC has asked the
Debtors to indemnify it to the same extent the Debtors have
already been authorized by the Court to indemnify JPMorgan and
CITI pursuant to the October 6 Commitment Letter.  GECC further
required the Debtors to obtain Court approval of their
indemnification obligations.

Mr. Agay notes that except for the inclusion and indemnification
of GECC as a Primary Lender and syndication agent, the GECC
Commitment Letter is identical in all material respects to the
October 6 Commitment Letter.

The Exit Facility now will be underwritten by JPMorgan Chase,
Citicorp, and GECC, and structured, arranged, and syndicated by
J.P. Morgan Securities and Citigroup.  With numerous attractive
features, including an interest rate of LIBOR plus 450 basis
points and a manageable amortization schedule, the Debtors
believe that the terms of the Exit Facility are the best
available.

The Debtors seek the Court's authority to:

    (a) enter into the GECC Commitment Letter;

    (b) indemnify GECC; and

    (c) assume future indemnification obligations in favor of
        additional exit lenders executing the GECC Commitment
        Letter, without having to return to the Court for
        additional authorization.

Mr. Agay points out that GECC's wherewithal, experience, and
credibility makes it a logical participant in the Debtors' Exit
Facility.  GECC's familiarity with the Debtors' operations,
through its financing of aircraft, its participation in the
Debtors' DIP and the exit financing process, and its other
relationships with the Debtors, minimize the need for new due
diligence.

The Debtors believe that as a leading international financing
institution, GECC's agreement to underwrite the $500,000,000
portion of the Exit Facility provides a strong endorsement of the
Exit Facility.  By pre-syndicating this significant portion,
GECC's participation, together with that of JPMorgan and CITI,
will further minimize the execution risk at exit.

Mr. Agay clarifies that the Debtors are not, at this time,
seeking approval of the fees that will be payable upon closing of
the Exit Facility.  Rather, the Debtors are seeking approval of
the GECC Commitment Letter, including the provisions relating to
indemnification, to facilitate the documentation and other
actions necessary to allow for closing of the Exit Facility upon
Plan Confirmation.

A full-text copy of the GECC Commitment Letter is available for
free at http://bankrupt.com/misc/GECC_commitment_letter.pdf

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 108; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants Court to Stretch Solicitation Period to March 3
---------------------------------------------------------------
UAL Corporation and its debtor-affiliates are currently in the
midst of their solicitation process and are preparing for a
confirmation hearing beginning on Jan. 18, 2006, with an
anticipated exit in February.  However, as the exclusivity periods
expire on Jan. 2, the Debtors will not have a chance to confirm
their solicited Plan of Reorganization before another party could
file a competing plan on Jan. 3.

Chad J. Husnick, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, explains that the Debtors face this issue of timing
because, in consultation with the Official Committee of Unsecured
Creditors and the United States Trustee, the Debtors agreed to
substantially lengthen the confirmation, solicitation, and voting
processes.  The Debtors agreed to delay commencing the
solicitation process to give the Creditors' Committee more time
to review and comment on the Plan.

"Facing a competing plan on the eve of confirmation would have a
wasteful, destabilizing, and distracting effect on United's exit
process," Mr. Husnick asserts.

For this reason, the Debtors ask the Court to bridge the
exclusive solicitation period through March 3, 2006, so that in
the unexpected event that the Plan is not confirmed in late
January, the Debtors, in consultation with the Committee, will
have a chance to regroup and determine what steps to take next
without having to immediately face the potential filing of a
competing plan.

By seeking an additional 60 days, the Debtors hope to maintain a
disciplined schedule to continue moving toward exit on their
current track as expeditiously as possible, Mr. Husnick adds.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 108; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants Court Nod on EDS Outsourcing Services Agreement
---------------------------------------------------------------
As part of their restructuring, UAL Corporation and its debtor-
affiliates are in the process of updating their hardware,
software, and overall technology infrastructure.  In the first
quarter of 2005, the Debtors issued a request for proposal for a
services agreement that would enable them to outsource both
distributed computing information technology hardware and software
and associated support and maintenance.  The request for proposal
was sent to three parties interested in bidding on the project.

In April 2005, the Debtors eliminated one supplier from
consideration because its proposal did not meet the requirements.
The Debtors then conducted parallel negotiations with Electronic
Data Systems Corporation and EDS Information Services L.L.C., and
a second supplier.

After several months of negotiations and analysis, the Debtors
determined that the joint proposal from EDS and EIS was the best
offer, based on a number of important factors, including:

    -- the proposal's technical solution,
    -- underlying economics,
    -- the Debtors' technology needs,
    -- the potential impact on the Debtors' operations,
    -- EDS' airline experience, and
    -- EDS' service delivery performance.

Since that time, the parties continued to negotiate the terms of
the Agreement.

By this motion, the Debtors seek the Court's permission to enter
into a Master Outsourcing Services Agreement with EDS and EIS.

                      The Services Agreement

With respect to hardware and software, EDS and EIS will:

    (a) provide a substantial portion of the Debtors' End User
        desktop computing equipment located at airports and
        administrative office locations;

    (b) provide all of the Debtors' LAN equipment located at
        airports and administrative office locations; and

    (c) periodically refresh and update the Debtors' systems and
        equipment during the term of the Services Agreement.

With respect to IT services, EDS and EIS will:

    (a) provide maintenance for all inscope hardware, regardless
        of who owns the device;

    (b) provide installations, moves, adds and changes for all End
        User desktop computing and LAN equipment;

    (c) perform projects for the Debtors like opening or closing a
        new airport station and deploying a new piece of
        technology in the field;

    (d) provide Help Desk Services for all technology services;
        and

    (e) provide Procurement Services for all IT hardware and
        services in response to a request form the Debtors.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that the Services Agreement has a 10-year term,
though the Debtors have the unilateral option to extend through
12 years.  The Services Agreement's effective date is Nov. 30,
2005, with transition planning services commencing immediately,
and an assumption of distributed computing support services as of
February 16, 2006.

Mr. Sprayregen further notes that:

    * The Debtors have an Annual Minimum Revenue commitment of
      approximately $20,000,000 per year;

    * The Services Agreement implements an "Industry Standard"
      service obligation, as well as discrete performance
      thresholds for critical services; and

    * The Debtors have a right of termination for convenience.

               Services Agreement Must be Approved

Under the Services Agreement, the Debtors will greatly improve
their IT infrastructure and support systems, and lower their IT
maintenance costs by several million dollars annually, Mr.
Sprayregen asserts.

Absent the ability to outsource the IT services contemplated
under the Services Agreement, the Debtors would have to make
significant capital investments and hire additional personnel or
risk failing to provide needed IT service support levels.  In
comparison, Mr. Sprayregen adds, EDS and its subcontractors have
significant experience providing similar IT services to other
major airlines.  Moreover, the Debtors will not have to make any
upfront investment for over $100,000,000 in hardware and software
upgrades.

"Simply put, EDS can offer United better IT services at a lower
price than any other alternative," Mr. Sprayregen explains.

Although the Debtors believe that the Services Agreement may be
an ordinary course agreement, the Debtors are seeking the Court's
permission to enter into the Services Agreement, out of an
abundance of caution, and based on a request by EDS and EIS.

                      Terms are Confidential

Mr. Sprayregen informs the Court that the terms of the Services
Agreement are highly confidential and sensitive.  The Debtors
cannot publicly disclose the terms of the Agreement in great
detail.  Accordingly, the Debtors seek the Court's permission to
file the Agreement under seal.

The Debtors have disclosed fully the details of the Services
Agreement with counsel to the Official Committee of Unsecured
Creditors and DIP financing lenders.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 108; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


US AIRWAYS: Reports November Traffic Statistics
-----------------------------------------------
US Airways Group, Inc. (NYSE: LCC) reported traffic statistics for
the month of November 2005.  For America West operated flights,
revenue passenger miles for the month were a record 1.9 billion,
up 1.6% from November 2004.  Capacity was 2.5 billion available
seat miles, down 0.1% from November 2004.  The passenger load
factor for November was a record 78.9% versus 77.5% in November
2004.

For US Airways mainline operated flights, RPMs for November 2005
were 2.7 billion, a decrease of 12.7% from November 2004.  
Capacity was 3.6 billion ASMs, down 13.9% from November 2004.  
The passenger load factor for the month of November was a record
74.1% up from 73.1% in November 2004.

"We continued to see unit revenue and yield improvements during
November, with both west and east networks achieving double-digit
unit revenue gains in November that outpaced our performance in
October," said Scott Kirby, executive vice president, sales and
marketing.  "We are looking forward to beginning our service to
Hawaii later this month and are seeing strong traffic driven to
these new routes from our east network."

                        Integration Update

As part of the airline's monthly traffic release, US Airways will
provide a brief update on the integration process between US
Airways and America West.  Listed below are major accomplishments
from the month of November:

    * To date, 24 of 38 common-use airports integrated.

    * The airline will retain the naming rights to America West
      Arena renaming the venue US Airways Center in January 2006.

    * All US Airways operated aircraft will continue to offer
      power ports in every row.

For the month of November 2005, America West will report domestic
on-time performance of 85.2% and a completion factor of 99.0% to
the U.S. Department of Transportation.  US Airways will also
report to the DOT domestic on-time performance of 82.7% and a
completion factor of 99.4%.

US Airways and America West's recent merger creates the fifth
largest domestic airline employing approximately 35,000 aviation
professionals.  US Airways, US Airways Shuttle and US Airways
Express operate approximately 4,000 flights per day and serve more
than 225 communities in the U.S., Canada, Europe, the Caribbean
and Latin America.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Fitch Ratings has affirmed the issuer default rating of 'CCC' and
the senior unsecured rating of 'CC' on the debt obligations of
America West Airlines, Inc.  Fitch has also initiated coverage of
US Airways Group, Inc., with an IDR of 'CCC' and a senior
unsecured rating of 'CC'.  The recovery ratings for the senior
unsecured obligations of both US Airways Group and AWA are 'R6',
indicating an expected recovery of less than 10% in a default
scenario.


VALLEY MEDIA: Court Approves Settlement with Hit Entertainment
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement agreement between Al Krichhein, the Liquidating Trustee
appointed pursuant to Valley Media's confirmed Liquidating Plan,
and Hit Entertainment (USA), Inc., aka Lyrick Studios, Inc.  The
agreement calls for the substantial reduction of Hit's prepetition
claim in settlement of the avoidance action suit commenced by
Valley Media, Inc.

                      Nature of Conflict

On Aug. 6, 2002, Valley Media filed a complaint to avoid
preferential transfers and to recover property against Hit
Entertainment.

The Debtor sought to recover approximately $1,106,580 in transfers
made to Hit Entertainment within 90 days prior to the Debtor's
bankruptcy filing on Nov. 20, 2001.  Hit Media had asserted
various defenses in response to the complaint.

                           Settlement

After extensive negotiations, the parties agreed that Hit
Entertainment's $2,164,844 prepetition claim against the Estate
will be reduced to $1,092,422 effective upon the Liquidating
Trustee's receipt of a $10,000 settlement amount.  Upon payment of
the settlement amount, the avoidance action suit will be dismissed
with prejudice.

A copy of the settlement agreement is available for a fee at
http://www.researcharchives.com/bin/download?id=051111022907

Headquartered in Woodland, California, Valley Media, Inc.
-- http://www.valleymedia.com/-- was a full-line distributor of
music and video entertainment products.  The Company filed for
chapter 11 protection on November 20, 2001 (Bankr. D. Del. Case
No. 01-11353).  Robert J. Dehney, Esq., and Michael G. Busenkell,
Esq., at Morris, Nichols, Arsht & Tunnell represent the Debtor.
When the Debtor sought protection from its creditors, it listed
$241,547,000 in total assets and $259,206,000 in total debts.
Judge Walsh entered an order confirming Valley Media's Liquidating
Plan on May 6, 2005.  A summary of that plan appeared in the
Troubled Company Reporter on Mar. 29, 2005, and Feb. 22, 2005.


VANGUARD HEALTH: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Vanguard Health
System, Inc.'s intermediate holding company, Vanguard Health
Holding Company II, LLC and its co-issuer Vanguard Holding Company
II, Inc., and also affirmed the ratings of Vanguard's ultimate
holding company, Vanguard Health Holding Company I, LLC and its
co-issuer Vanguard Holding Company I, Inc.  

Moody's also changed the outlook to stable from negative.

The negative outlook was assigned in August 2004 when Moody's
rated the transaction associated with The Blackstone Group's
leveraged buyout of the company.  On September 26, 2005, Vanguard
refinanced and repriced its existing senior credit facilities by
borrowing approximately $795.7 million of replacement term loans.
Moody's also reassigned the corporate family rating to the highest
consolidating entity in the organization with rated debt.

Vanguard Health Holding Company I, LLC and Vanguard Holding
Company I, Inc. (co-issuers):

  Ratings Assigned:

     * Corporate family rating, B2 (reassigned from VHC II LLC)

  Ratings Affirmed:

     * $216 million 11.25% senior discount notes, due
       October 1, 2015, Caa2

Vanguard Health Holding Company II, LLC and Vanguard Holding
Company II, Inc. (co-issuers):

  Ratings Affirmed:

     * $250 million senior secured revolving credit facility,
       due 2010, B2

     * $795.7 million senior secured term loan, due 2011, B2

     * $575 million 9% senior subordinated notes, due
       October 1, 2014, Caa1

  Ratings Withdrawn:

     * Corporate family rating, B2 (reassigned to VHC I LLC)

The change in outlook and the affirmation of the ratings reflect
Moody's belief that improved operating results at Vanguard are
consistent with a company comfortably in the B2 rating category
according to Moody's Global For-Profit Hospital Rating
Methodology.  In particular, improvements in operating cash flow
relative to adjusted debt and increased demand for services at the
company's hospitals are consistent with higher rating categories.
The company has expanded services in its existing markets and
invested in outpatient surgery centers, resulting in same-facility
adjusted admissions growth of 6.3% in fiscal 2005 following growth
of 6.6% in 2004.  The first quarter of 2006 also experienced good
same-facility adjusted admissions growth of 3.2%.  As a result of
its expansion efforts, Moody's expects the company to continue
having solid adjusted admissions growth but does expect this
metric to reduce over time to be more in line with industry growth
trends.

In addition, good market share has allowed Vanguard to negotiate
favorable contracts with managed care, which has resulted in same-
facility revenue per adjusted admission growth of 6.6% in 2005
(and 4.9% for the first quarter of 2006).  As a result, same-
facility revenue increased 13.8% for fiscal year 2005.  The
acquisition of three Massachusetts facilities from Tenet
Healthcare Corporation on December 31, 2004, which the company
funded through a $150 million draw on its delayed-draw term loan
has diversified the company's revenue stream.  These facilities
accounted for about 50% of the company's consolidated 2005 revenue
growth.

The ratings also reflect continued high leverage a year after the
September 2004 leveraged buy-out.  Moody's calculates that
adjusted cash flow to adjusted debt was 12% for the twelve months
ended September 30, 2005.  Increased capital expenditures, as a
result of the company's expansion projects in its San Antonio and
Phoenix markets, have resulted in slightly negative free cash
flow.  For the twelve months ended September 30, 2005, adjusted
free cash flow to adjusted debt was -4%.  

The company disclosed in its most recent annual SEC filing that it
expects to spend another $244.6 million on these expansion
projects over the next three fiscal years.  Moody's contemplated
the higher level of spending in its rating last year.  As a result
of these capital commitments, Moody's expects near-term free cash
flow to remain negative.  Free cash flow may reach break-even
levels if either further operational improvements and the
integration of the three newly acquired facilities result in an
increase in operating cash flow or expansion and acquisition
activity are somewhat curtailed.

The ratings consider the company's margins, which continue to be
lower than the Moody's peer group, concentration of cash flow in
the company's San Antonio market and management's aggressive
stance towards debt-financed expansion.  In addition, Moody's is
concerned about trends in the hospital sector including rising
numbers of uninsured and underinsured patients as well as
operating expenses (bad debt, labor, supplies and insurance) that
continue to be a considerable strain on margins.

The stable outlook reflects Moody's expectation that Vanguard will
continue to focus on operational improvements and integration of
the three Massachusetts facilities.  Moody's believes that
Vanguard will be able to appropriately service its debt
obligations through cash flow and revolver liquidity despite
significant capital expenditures planned through fiscal year 2008.
In addition, Moody's expects Medicare reimbursement to remain
stable since CMS has again provided for an increase to inpatient
reimbursement rates.

If Vanguard were to engage in a significant debt-financed
acquisition, the ratings could come under pressure.  In addition,
if margins deteriorate as a result of an increase in bad debt
expense, which is currently lower than Moody's peer group average,
or if the company's expansion ceases to produce a concomitant
improvement in operations, the ratings could come under pressure.
Moreover, if capital expenditures exceed our expectations
resulting in an over reliance on the revolver without a
corresponding return on investment, Moody's could downgrade the
ratings.

However, if Vanguard continues to improve operations, resulting in
sustained adjusted free cash flow to adjusted debt greater than
5%, Moody's could upgrade the ratings.

The senior secured credit facilities are notched at the level of
the corporate family rating.  Vanguard has significant collateral,
but Moody's believes this collateral would not be adequate to
cover the approximately $1 billion in senior secured debt in a
reasonable distress scenario.  The senior subordinated debt (at
VHC II LLC) is notched two levels below the corporate family
rating to reflect the notes' unsecured nature and contractual
subordination to a significant amount of secured debt.  The senior
discount notes (at VHC I LLC) are notched three levels below the
corporate family rating to reflect the structural subordination to
the senior subordinated notes at VHC II LLC.

Vanguard Health Systems, Inc. owns and operates 19 acute-care
facilities in five states.  For the twelve months ended September
30, 2005, the company generated approximately $2.4 billion in net
revenue.


WOLF HOLLOW: Moody's Rates Proposed $110 Million Term Loan at B2
----------------------------------------------------------------
Moody's Investors Service assigned ratings of B1 to the proposed
$130 million first lien senior secured term loan (term loan B) due
2012, $110 million first lien synthetic letter of credit facility
(synthetic LC) due 2012 and to the $50 million first lien working
capital facility due 2010.  Moody's also assigned a rating of B2
to the proposed $110 million second lien senior secured term loan
(term loan C) due 2012 issued by Wolf Hollow I L.P. (Wolf Hollow
or the project).  The outlook is stable.

Proceeds from the term loans along with approximately $121 million
of equity provided by Stark Power Generation I Holdings, LLC
(sponsor) will finance the acquisition of the Wolf Hollow power
generating facility by the sponsor from Carroll Energy, Inc. and
fund various reserve accounts, closing costs and settle certain
outstanding contract disputed amounts with the project's former
EPC contractor, Stone & Webster Inc.  The $110 million Synthetic
LC will support the project's collateral requirements under its
power offtake and fuel supply contracts.  The term loan B,
synthetic LC and the $50 million working capital facility will be
secured on a first lien basis and the term loan C will be secured
on a second lien basis by all of the project's assets and contract
rights.  A silent third lien position will be granted to Shaw for
a subordinated pay in kind note of $6.2 million in consideration
of the settlement of the aforementioned contract dispute.

The ratings and stable outlook for the first and second lien debt
incorporate these credit strengths:

   1. Existing power purchase agreement (PPA) with Exelon
      Generation Company (Baa1 senior unsecured) that has eighteen
      years remaining and a five year PPA with J. Aron & Company
      (whose obligations are subject to a guaranty from the
      Goldman Sachs Group, Aa3 senior unsecured)

   2. Offtake contracts provide for a pass through of fuel costs
      subject to certain minimum heat rate efficiency standards

   3. Plant operations supported by operations and maintenance
      and long term services agreements with experienced and
      proven counterparties

   4. A meaningful level of liquidity available to the project
      including the requirement to maintain a cash funded debt
      service reserve for a minimum six months of debt service, a
      $50 million working capital facility and the funding of
      operating and major maintenance reserves

   5. A financing structure that incorporates a project style cash
      waterfall funding mechanism that provides a significant
      level of lender protection

   6. A cash sweep mechanism under the financing structure that
      provides for 100% of the project's excess cash flow
      available to repay lenders

   7. A meaningful level of de-levering of the first lien debt can
      be expected prior to final maturity

These credit strengths are offset by these challenges:

   1. Limited operating record and start-up performance problems
      that have reduced operating efficiencies below expected
      performance metrics

   2. The project's demonstrated heat rate has been higher than
      the required threshold under the Exelon PPA, thereby
      limiting the pass through of natural gas costs

   3. The firm liquidated damages basis of the J. Aron PPA exposes
      the project to market power prices in the event of outages,
      including planned maintenance outages

   4. The relatively weak cash flow coverage metrics expected to
      be achieved by the project

   5. Given the project's location in the ERCOT market, which is
      currently overbuilt, refinancing of the term debt at
      maturity will be impacted by the relative supply demand
      balance as the project will only benefit from the Exelon PPA
      for approximately 50% of the plant's output at the time the
      term debt matures

   6. Weak credit quality of the project's natural gas supplier,
      El Paso Merchant Energy L.P. (guaranteed by El Paso
      Corporation, B3 Corporate Family Rating)

   7. Additional first lien claim on the assets by J. Aron under
      the terms of its PPA further weakens the position of the
      term lenders under a distressed scenario

The ratings consider the relative stability of the project's cash
flows stemming from the long-term power purchase agreement with
Exelon Generating Company that runs through 2023 for 350 MW
(approximately 50%) of the plant's capacity (Exelon PPA) and the
power purchase agreement for 330 MW with J. Aron Company (J. Aron
PPA) that runs through the first five years of the financing term.
The PPAs hedge approximately all of the project's cash flow during
the first five years of the term of the debt and approximately 50%
for the remainder of the term of the debt.  

Under the terms of the PPA, Exelon is required to pay the project
capacity payments and purchase the energy produced by the project
if dispatched.  Exelon has the exclusive first priority right to
dispatch the project up to the first 350 MW of contracted capacity
on a unit contingent basis.  Under the terms of its PPA, J. Aron
has the right to capacity, energy and ancillary services up to 330
MW of output on a firm liquidated damages basis.

The ratings also reflect the mitigation of natural gas price risk
through the fuel cost pass through mechanisms under the Exelon and
J Aron PPAs.  However, Moody's notes that the reimbursement for
fuel costs under the Exelon PPA is based upon a heat rate of 6,905
Btu/kWh and 7,150 Btu/kWh under the J Aron PPA.  Based on the
historical operating performance of the project since achieving
commercial operations in August 2003 and the expected operating
performance when being dispatched under the Exelon and J Aron
PPAs, the lenders' independent engineer has opined that the heat
rate could be expected to range from approximately 7,050 Btu/kWh
to 7,250 Btu/kWh.  The expected operating heat rate will expose
the project to a less than optimal pass through of fuel costs
under the Exelon PPA and would negatively impact overall project
economics in high natural gas price scenarios.  However, the J.
Aron PPA mitigates fuel price risk since the contracted heat rate
requirement is within the project's anticipated heat rate levels.

The ratings consider the relatively weak credit quality of its
fuel supplier El Paso Merchant Energy L.P. (guaranteed by El Paso
Corporation, B3 corporate family rating).  However, Moody's
anticipates that since the gas supply is based upon market prices
and is passed through under the Exelon and J. Aron PPAs, the
project's gas supply needs could be met with alternate suppliers
if necessary.

The project has experienced operating problems that have caused
higher than expected forced outage levels since the commencement
of commercial operations.  However, the ratings consider the
performance improvements that are expected as a result of new O&M
and long-term services agreements with experienced and proven
service providers.  Operations and maintenance will be performed
by FM Operating Services, a joint venture between Fluor
Corporation and Mitsubishi Power Systems.  Additionally, Wolf
Hollow has entered into a long-term services agreement with
Mitsubishi Power Systems for a period of approximately 12 years,
providing technical support, replacement parts and repair services
for the project

The ratings reflect the inclusion within the project structure of
a meaningful level of liquidity and debt service reserves that
will be cash funded at closing.  The first and second lien term
loans will benefit from six month debt service reserves that will
be cash funded at closing.  The project will benefit from
operating and maintenance reserves that will be funded at
approximately $11 million at closing.  The financing structure
also includes a $50 million working capital facility, which will
be undrawn at closing and available for ongoing liquidity
requirements of the project.  The project is expected to carry a
comprehensive insurance program that will include business
interruption coverage for up to 18 months with a 45-60 day
deductible period and physical damage coverage for up to $380
million.  Business interruption insurance will include coverage of
replacement power to fulfill the liquidated damages requirements
under the J. Aron contract.

The ratings recognize incorporation of a project style cash
waterfall funding mechanism in the financing structure and the
cash sweep mechanism whereby a 100% of excess cash flow after
funding of all applicable reserve accounts under the cash
waterfall will be available to prepay the first lien debt and, to
the extent that first lien debt has been repaid in full, will be
available to prepay second lien debt.

The ratings reflect the relatively low cash flow coverage metrics.
Moody's expects that the average debt service coverage ratio
(assuming only the scheduled 1% amortization of the first lien
term loan) for the term of the debt will be approximately 1.6x and
Moody's adjusted funds from operations to debt will be
approximately 6% under the pro forma base case.  However, Moody's
notes that approximately 98% of the project cash flows over the
first five years of the term debt is based upon contractual
revenues, which limits the volatility of the cash flows during
this period.  Additionally, in view of the cash sweep mechanism,
the project is likely to see a meaningful level of de-levering of
the first lien term loan prior to final maturity.

The B1 ratings on the first lien secured credit facilities reflect
their effective senior position in the capital structure.  The
B2 rating of the second lien term loan incorporates the junior
claim lenders have on the collateral package and reflects the
relative weaker rights of the second lien lenders under the inter
creditor arrangements.  However, the rating of the second lien
debt incorporates Moody's expectation of a reasonable level of
de-levering of the funded first lien loans with contracted cash
flows, which will be expected to benefit the second lien lenders
over the term.  The first lien funded term debt is expected to be
paid down from approximately $180/kw to approximately $92/kw at
the expiration of the J. Aron contract and further down to
approximately $47/kw at maturity under the base case and
reasonable levels of pay down of the first lien term loan can be
expected under various downside scenarios.

The stable outlook reflects the degree of predictability of the
project's cash flows in view of the power purchase agreements and
incorporates the expectation that the project's operating
performance would improve following the implementation of the O&M
procedures proposed by the new operator.

The assigned ratings are predicated upon the final structure and
documentation being consistent with Moody's current understanding
of the transaction.

Wolf Hollow is a 730 MW natural gas fired combined cycle power
production facility located in the Electric Reliability Council of
Texas Inc. control area, approximately 30 miles southwest of Fort
Worth, Texas.  The project was originally developed by AES
Corporation and was subsequently owned by Carroll Energy, Inc., an
agent for KBC Bank N.V. who originally provided construction
financing for the project.  Pursuant to the proposed transaction,
the project will be 100% owned indirectly by the Sponsor, Stark
Power Generation I Holdings LLC.  The Sponsor was established by
Stark Investments, a Wisconsin based asset management firm with
over $7 billion of assets under management.


* Chadbourne & Parke Names Robert Sidorsky as Litigation Counsel
----------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP reported that
Robert Sidorsky has been named counsel in the litigation group,
resident in the Firm's New York office.  Mr. Sidorsky was a
litigation partner at Mullin Hoard & Brown where he served as
managing partner of its New York office, and prior to that, was a
partner at Thacher Proffitt & Wood.

Mr. Sidorsky, 47, comes to Chadbourne with more than 20 years of
experience in state and federal courts.  Mr. Sidorsky's practice
is concentrated in the areas of accountants' liability,
securities, and complex fraud litigation.  Mr. Sidorsky has
handled matters for corporations, trustees and government agencies
in a number of high profile cases arising out of false financial
reporting and misappropriation of corporate assets.  Additionally,
Mr. Sidorsky has broad experience representing entities in
bankruptcy matters dealing with accounting issues.  Mr. Sidorsky
has advised foreign law firms with respect to accountant liability
litigation and has worked closely with leading forensic
accountants and certified fraud examiners in the United States and
United Kingdom.

"Seasoned litigators, with extensive expertise in accounting and
securities matters, are critical in order to properly serve
clients," said Thomas E. Bezanson, head of Chadbourne's litigation
practice.  "Robert is a welcome addition and will add to the
Firm's already formidable litigation practice. The breadth of his
experience is another major step forward for our commercial
litigation practice, whose continued expansion illustrates the
Firm's commitment to meet the evolving demands of our clients."

Mr. Sidorsky has worked on a wide variety of commercial litigation
for both domestic and international clients involving officer and
director liability, the antifraud provisions of the federal
securities laws, breach of contract and tortious interference,
RICO, banking litigation, misappropriation of trade secrets, and
the Lanham Act.  Mr. Sidorsky has written extensively about
securities law and the responsibility of auditors for detecting
and reporting corporate fraud.

Mr. Sidorsky earned a B.A., magna cum laude, from Harvard College,
and his J.D. from Columbia Law School, where he was managing
editor of the Columbia Journal of Transnational Law.

               About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an  
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, corporate finance, energy,
telecommunications, commercial and products liability litigation,
securities litigation and regulatory enforcement, special
investigations and litigation, intellectual property, antitrust,
domestic and international tax, insurance and reinsurance,
environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, St. Petersburg,
Kyiv, Almaty, Warsaw (through a Polish partnership), Beijing, and
a multinational partnership, Chadbourne & Parke, in London.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., Tara Marie Martin, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

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